st.petersburg in northerly northeastern St. Petersburg. B. LOCATION OF THE TOWER ... style design. The monopole shall meet TIA/EIA ... the one 150-foot monopole tower

REQUEST FOR PROPOSALSFORA

WIRELESS COMMUNICATIONS SUPPORTFACILITY OWNER OPERATOR

st.petersburgwwwstpete.oru

Cell Tower - RFP - 62nd Avenue Northeast - V2c Page 1 of 69

TABLE OF CONTENTS

SECTION I: BACKGROUND AND GENERAL INFORMATION

SECTION II: TOWER REQUIREMENTS

SECTION III: SITE PLAN & CONDITIONS

SECTION IV: SUBMISSION REQUIREMENTS

SECTION V: MINIMUM SELECTION CRITERIA

SECTION VI: REVENUE PROJECTIONS

SECTION VII: COMPARITIVE SELECTION CRITERIA

SECTION VIII: CITY APPROVALS

SECTION IX: LOGISTICS

SECTION X: LEASE

SECTION XI: USE RESTRICTIONS

SECTION XII: GROUNDING

SECTION XIII: FACILITY

SECTION XIV: ACCESS, PARKING AND UTILITY NEEDS

SECTION XV: EQUIPMENT BUILDING

SECTION XVI: EMERGENCY POWER

SECTION XVII: SITE SECURITY

SECTION XVIII: TOWER CAMOUFLAGE OPTIONS

SECTION XIX: ENVIRONMENTALLY RESPONSIBLE PRACTICES AND MATERIALS

SECTION XX: REGULATORY PROCESS

SECTION XXI: DEFINITIONS

SECTION XXII: GENERAL OBLIGATIONS


SECTION XXIII: INSURANCE

SECTION XXIV: ACCEPTANCE OF LEASE AGREEMENT, SPECIFICATIONS ANDOTHER REQUIREMENTS

SECTION XXV: ACCEPTANCE OF THE REP, SPECIFICATIONS AND OTHERREQUIREMENTS

SECTION XXVI: PROPOSAL SUBMITTAL

SECTION XXVII: AWARD OF AGREEMENT

SECTION XXVIII: DATA COLLECTION

SECTION XXIX: TRADE SECRETS - EXEMPTIONS TO PUBLIC RECORDS DISCLOSURE

APPENDIX A: LEASE AGREEMENT

APPENDIX B: AERIAL PHOTOGRAPH OF THE SITE

APPENDIX C: A SURVEY OF THE SITE (to be provided later)

APPENDIX D: SPECIAL EXCEPTION APPLICATION

APPENDIX E: BID BOND FORM

APPENDIX F: PUBLIC CONSTRUCTION BOND


SECTION I BACKGROUND AND GENERAL INFORMATION

A. PURPOSE

The City of St Petersburg (“City”) is issuing this Request For Proposals (“RFP”) for aqualified wireless facilities provider(s) or wireless facilities and communication serviceprovider(s) (“Provider”) interested in designing, permitting, constructing, operating,maintaining and owning a wireless communications support facility (“WCSF”) to beconstructed on land leased from the City located immediately east of 1160 Sixty SecondAvenue Northeast, on property owned by the City, for the purpose of providingimproved wireless voice and data services to the general public and public safetyemployees in northerly northeastern St. Petersburg.

B. LOCATION OF THE TOWER

The Tower is to be constructed on that property is shown below as the “Subject Site,”herein after referred to as premises (“Premises”). The approximate Global PositioningSystem (“GPS”) coordinates of the Premises are N2749.762 and W08236.861. The Citywill require the Provider to have the Premises surveyed by a registered and licensedFlorida land surveyor, during the Due Diligence Period described in Section III A below.The purpose of having a survey, hereinafter referred to as “Survey”, of the Premisesprepared is to develop an exact legal description of the Premises to be incorporated inthe Lease attached hereto as Appendix “A.” The City will work with the Provider andthe surveyor to define the area needed to provide the Required Services. That will bethe area to be surveyed and become the Premises. The Survey will be certified to theCity and Provider by the surveyor. Five (5) originals of the signed and sealed Surveywill be provided to the City by the surveyor together with an electronic TIFF file of thefinal Survey and a WordTM file containing the final legal description.


C. COVERAGE CAPACITY:

Providers responding to this RFP shall propose a tower of such height, capacity andstructural integrity that it will be capable of providing reliable coverage in the areawithin the following boundaries, Fourth Street North easterly to Tampa Bay and from83rd Avenue North/Northeast southerly to 40th Avenue North and 38th Avenue Northeast(“Target Area”).

The Provider should indicate in their Proposal the anticipated signal strength levels(coverage) in the Target Area using standard industry cell location techniques andantenna locations on the proposed Tower. The City understands this information istheoretical and may vary significantly in actual practice.

SECTION II TOWER REQUIREMENTS

The Tower will at a minimum be a one hundred and fifty (150) foot high monopole, owned,operated and managed by the Provider selected by the City. Said Tower shall be of sufficientdiameter to accommodate six (6) wireless communication service providers’ antenna arrays andcables at antenna locations on the Tower to be determined.

The monopole shall be of continuous taper, with no exposed flange joints, such as a slip-jointstyle design. The monopole shall meet TIA/EIA standard 222-F Structural Standards for SteelAntenna Towers and Antenna Supporting Structures, or subsequent revision if adopted as astandard prior to the commencement of the design phase. The Provider selected by theselection committee shall construct a foundation compatible with these specifications. Allfoundation and tower designs must prepared, signed and sealed by a structural engineer who islicensed, certified and registered in the state of Florida as a professional engineer and shall besubmitted to City for approval during the Due Diligence/City Approval process. The Towerand all related structures must conform to the State of Florida FLA RS 222 E or most currentversion of the wind loading requirements. The above approvals are in addition to the approvalof the Federal Aviation Administration (“FAA”).

All security surveillance systems and any modification thereto must obtain the written approvalof the City, in its sole and absolute discretion, prior to installation or modification. There shallbe no visual access into the Northeast Waste Water Treatment Plant (“Treatment Plant”) fromany tower site audio and/or video security systems. The Provider shall supply the City’sTreatment Plant, at the sole cost and expense of the Provider, with a direct connection to all sitesecurity surveillance and site audio and/or video security systems prior to the system “goinglive.” Any cabling necessary for the connection to the Treatment Plant will be brought to theeasterly perimeter of the Treatment Plant, via a secure underground conduit.

A. TOWER DESCRIPTION:

The City is seeking proposals from qualified Providers to design, engineer, construct,own, operate, manage and maintain a new 150-foot mono-pole telecommunications


tower together with the necessary support equipment and structures, relatedinfrastructure and improvements (“Tower”) whose purpose is to provide reliablewireless voice and data service to the Target Area. Current zoning allows towers up to150 feet high and the City will be a co-applicant (as property owner) with the Providerto obtain the required approvals.

The successful Provider will design, engineer and construct, own, operate, manage andmaintain the Tower and its associated building(s) and all site improvements within theapproximate 150 foot by 225 foot footprint, hereinafter referred to as the “Premises” andgenerally illustrated in Appendix “B” attached hereto and forming a part hereof byreference. The Provider will be responsible for the installation of all equipmentnecessary to support Tower operations together with the necessary undergroundconnections to public utilities from 62nd Avenue Northeast. Final designs for the Towerand all other site improvements shall be submitted to the City by the Provider and shallbe subject to approval by the City, in its sole and absolute discretion.

B. TOWER OPTIONS:

The Provider may also submit an option to construct a wireless communications towerin excess of 150 feet tall. Any proposed Tower in excess of 150 feet tall will require aheight variance in addition to the approval process required for a 150 foot tall Tower.The height variance will be reviewed at that time of submittal and if that proposal isselected, a public hearing will be scheduled to consider the height variance.

C. RIGHTS TO THE TOP OF THE TOWER:

The City reserves the right to use the top ten (10) feet of the Tower to install, operate andmaintain a transmitter for the City owned and operated Channel 35 public informationtelevision channel and any emergency broadcasting or public service transmitters andreceivers it considers appropriate. The City also reserves the right to attach allassociated cabling to the Tower to link the transmitters and receivers to the groundbased operational equipment, power supply sources and grounding devices. Thesereserved rights shall be assignable by the City in its sole and absolute discretion.

D. CITY OWNED EQUIPMENT BUILDING:

The City reserves the right to construct, access, operate and maintain a ten (10) foot byten (10) foot equipment building within the secured portion of the Premises to house theequipment necessary to operate any City owned equipment, located on the Tower. TheCity will work with the successful Provider to ensure that the City improvements to thesite do not adversely impact the ability of the Provider to supply the required services.These reserved rights shall be assignable by the City in its sole and absolute discretion.


SECTION III SITE PLAN & CONDITIONS

The Provider shall submit a site plan (“Site Plan”) that has been prepared in accordance withall applicable requirements, including but not limited to those found in Chapter 16, of the City’sLand Development Regulations (“LDR’s”). The LDR’s are available athttp://www.stpete.org/development/Land Development Regs.asp. Even though not requiredby the LDR’s, the City desires to have the Premises landscaped with “native” plant materials.

The Tower base must be setback twenty five (25) feet from the front property line, seven andone half (7½) feet from each side and twenty (20) feet from the rear property line. The securedarea containing the Tower and building(s) shall consist of a surface of gravel or shell. TheTower and improvements shall be encompassed by a solid fence (no chain link) with a lockablegate at a maximum height of eight (8) feet. Access shall be from 62nd Avenue Northeast onlyand shall be via a paved apron to be constructed by the successful Provider. The interior of the“fenced in” portion of the Premises shall have a minimum of three parking spaces.

For the purposes of estimating foundation design and cost, the City has no detailed informationindicating the nature of the soil or subsurface of the Premises. The tower foundation designmust be approved by a Florida licensed and registered Professional Engineer. The Providershall secure soil arid core samples at their own cost. A copy of the all geological testing andreports concerning the Premises shall be provided to the Real Estate and Property ManagementDepartment (“REPM”) Department. All Providers should refer to the “Due Diligence” and“Conditions of the Premises” portions of this RFP found in Section III A and B.

The Site Plan shall illustrate the area of disturbance during the site work for the installation ofthe access driveway, the utility connections, communications building(s), and construction ofthe one 150-foot monopole tower. Detailed landscaping, fencing and any other featurescustomary to such an installation or necessitated by the use of this site shall also be included onthe Site Plan. As described elsewhere in this RFP, temporary driveway preparation will benecessary from 62nd Avenue Northeast. The Provider shall submit to the City a profile drawingshowing any improvements to the Premises that will be visible above the top of the fence.

Within the fenced in portion of the Premises, the Provider shall construct a hard-packed (non-paved) surface on which vehicles can access the secured portion of the Premises and park. ThePremises shall be graded in such a way that stormwater runoff from the premises does notnegatively impact the Treatment Plant, schools or surrounding neighborhoods and shall belandscaped with “native” materials in a manner that is in keeping with the facility’ssurroundings. A suitable solid fence with a lockable gate shall be installed. The visualcharacter of the completed facility will be given consideration in selecting the successfulProvider. Any removal of non-native vegetation from the Premises and replacement withappropriate native materials by the Provider will be viewed favorably by the City.


A. DUE DILIGENCE PERIOD:

The Provider will have one hundred and twenty (120) days from the date that a leasewith the Provider is approved by City Council to conduct any necessary testing orevaluation of the Premises and complete the Development Review Commission and SitePlan approval process required by the City as described in Section VIII. In the event thatany of the testing determines that a condition exists on the Premises that would make itfinancially urifeasible for the Provider to supply the Required Services or the Provider isunable to obtain any of the required approvals from the City or other governmentalagency, the Provider may terminate the Lease with no further liability.

B. CONDITION OF THE PREMISES:

1. The City is unaware of any environmental conditions that may adversely impactthe Premises. The Provider may elect to retain a properly qualified environmentalconsulting firm to conduct an environmental site assessment of the Premises. Shouldthe Provider decide to have an environmental site assessment of the Premisesconducted, said environmental site assessment shall be done at the sole cost and expenseof the Provider.

2. The City is unaware of the presence of any archeologically significant artifacts orother materials on the Premises that could adversely impact development. The Providermay choose, at its sole cost and expense, to retain a properly qualified archeologicalresource assessment firm to conduct an evaluation of the Premises.

3. The City is unaware of any adverse geological conditions that would negativelyimpact the development potential of the Premises. The Provider may want to, at its solecost and expense, retain a properly qualified engineering firm to conduct a geologicalevaluation of the Premises.

4. A copy of all reports and work product generated for the Provider concerningthe environmental, archeological and geological condition of the Premises shall beprovided to the City within ten (10) days of their completion.

SECTION IV SUBMISSION REQUIREMENTS

A. Interested Providers will submit proposals for consideration by the City in accordancewith the schedule found in Section XXVI of this RFP. Proposals are to be received by the Cityon or before the submission date. Any proposals received after the submittal time and date willnot be accepted.

Minimum Submission Requirements of proposals include:

1. Name, company name, address and telephone number of the Provider, a detailedbreakdown of the ownership of the company and any holding companies.


2. Name, company name, address and telephone number of a contact person that isauthorized to negotiate on behalf of Provider.

3. All Providers shall submit a detailed resume of qualifications. The resume shallinclude any information regarding technical, financial, and administrative capability toexecute the project that the Provider considers pertinent to the City’s determination ofits competence relating to the project. Additionally, the resume should include evidenceof at least five (5) years successful experience with the design, engineering, construction,operation and maintenance of wireless towers and ground facilities. The Provider willprovide written descriptions of comparable facilities that they have constructed andnames, titles, and contact information of people benefiting from the construction, eitherproperty owners, tenants, or other parties in interest to the facilities. By submittingthese names, the Provider grants the City permission to contact these references todiscuss the Providers performance.

4. A detailed project proposal containing any pertinent information that will assistthe evaluation committee in selecting the Provider that will design, construct, maintainarid operate the Tower in a manner that is most beneficial to the City. Suggestedinformation that the Provider would want to include, but not be limited to, specialfeatures, alternative design options, terms and/or conditions, schedule of completion,maintenance and any exclusions in the proposed scope.

5. A detailed site plan showing how the Premises is to be developed with plans ofthe proposed Tower that have been prepared by a Florida licensed professional engineeror architect. A detailed list of materials, including but not limited to, buildingspecifications, plans and landscaping materials, fencing, tower specifications and plans,other materials and finishes are required. The Provider is encouraged to submit itemsthat meet the City’s Environmentally Preferable Purchasing (“EPP”) program standards.

6. The ability to provide construction insurance or a bond to secure the completionof the project.

7. The Provider will submit to the City, with the other materials required by thisREP, an affidavit acknowledging that the City will not participate in the funding of theconstruction, maintenance or operation of the Tower or any of the improvements to theTower or Premises, except those owned by the City.

SECTION V MINIMUM SELECTION CRITERIA

At a minimum, Provider must include the following materials in order for their proposal to beconsidered:

1. Those items identified in the “Minimum Submission Requirements” and otherrequirements outlined in Section IV.Cell Tower - RFP - 62nd Avenue Northeast - V2c Page 9 of 69

2. A representative list of previous projects arid references.

3. Any other information the Provider determines would be helpful m the City’sevaluation of their proposal.

4. Optional changes to the site design or structures or equipment that may result inimprovements in any or all of the following areas: reduced impact on the community,improved appearance, improved cost or efficiency, improved safety, reliability or anincreased revenue stream to the City.

5. Bid Bond Requirements:

a. A Bid Bond in the amount of $50,000 per the attached form as found inAppendix “E”. The Bidder may submit a bid guarantee in a form satisfactory tothe City, with a surety company qualified to do business in the State of Floridaand conditioned upon faithful performance by the principals of the agreementscontained in the bid. In lieu of a bid bond, the Bidder may submit an irrevocableletter of credit, cash, certified check, or a treasurer’s or cashier’s check issued by aresponsible bank or trust company payable to the City of St. Petersburg.

The bid deposit shall be paid into the funds of the City of St. Petersburg, Florida,as liquidated damages if the Bidder fails to execute the written Agreement andfurnish the required Agreement security bond within 10 consecutive calendardays following written notice of the award of the Agreement.

The cash, certified check, treasurer or cashier check of the Unsuccessful Bidderswill be returned to the parties submitting same after the execution of anAgreement, or in the event that all the bids are rejected.

b. A Payment & Performance Bond in the amount of $1,000,000 per theattached Appendix “F”. In lieu of a Public Construction Bond, the Bidder maysubmit an irrevocable letter of credit, cash, certified check, treasurer’s or cashierscheck issued by a responsible bank or trust company payable to the City of St.Petersburg.

c. Prior to the Provider or any of its employees, agents, representatives,contractors, subcontractors or volunteers accessing the Premises, the Providershall execute a Hold Harmless Agreement in favor of the City, whereby theProvider, its employees, agents, representatives, contractors, subcontractors orvolunteers shall defend at its expense, pay on behalf of, hold harmless andindemnify the City, its officers, employees, agents, invitees, elected andappointed officials and volunteers from and against any and all claims, demands,liens, liabilities, penalties, fines, fees, judgments, losses and damages (whether ornot a lawsuit is filed) including, but not limited to, costs, expenses and attorneys’fees at trial and on appeal (collectively, “Claims’) for damage to property orbodily or personal injuries, including death at any time resulting there from,


sustained by any person or persons, which damage or injuries are alleged orclaimed to have arisen out of or in connection with, in whole or in part, directlyor indirectly from accessing the Premises and surrounding property.

6. A set of detailed plans for the Tower and all other improvements to the Premises.

7. Revenue projections for the twenty (20) year term of the Lease.

SECTION VI REVENUE PROPOSALS

All Providers must submit a separate and sealed Revenue Proposal to the City simultaneouslywith the submission of their response. All projected revenues required in this RFP shall becarried out through the conclusion of the initial twenty (20) year term of the lease. The RevenueProposal may be in the form of a fixed monthly amount as well as the proposed percentage ofthe lease revenue the City will receive. The minimum acceptable revenue proposal will containa monthly lease fee to be paid to the City for the use of the land, plus any changes in leasepayments based on the number of subtenants occupying the Tower or on the revenue obtainedby the Provider from Subtenants.

SECTION VII COMPARATIVE SELECTION CRITERIA

The proposals will be evaluated based on the factors set forth in this RFP arid may be reduced tothree or less Providers. Discussions may be conducted with these Providers to further clarifythe Citys requirements and the Providers proposal. Providers may be required to makepresentations.

The City may elect to select the Provider without discussions. Therefore, each initial offershould contain the Provider’s best terms from a cost or price and technical standpoint.

The ranking of proposals may be completed by a selection committee made up of City staff inaccordance with City Procurement procedures.

1. The City will evaluate each proposal according to the Providers ability toprovide the required level of service, design, engineer, construct and maintain thefacility based on a combination of revenue, qualifications, proposed features, structuresand materials, and other information it deems relevant to its decision. A minimum of

• five (5) years experience in constructing, owning, operating, managing and maintainingsimilar facilities is required.

2. The City’s selection of a Provider will be based on its determination that aparticular Providers’ proposal best suits the following goals: the plans are of superiortechnical quality, comply with City Codes, are clear and concise and will result fri afacility that can be operational no later than the agreed written date of Completion ofConstruction and the facility will have capacity for the provision of wireless services(voice and data) and generate revenue for the City.


3. Demonstrated ability to accomplish the project by a target date of April 19, 2010.

4. A proposal where the equipment located thereon is as unobtrusive as possible.All base station equipment shall be installed within the building(s). Graphicsillustrating that the tower and the ground equipment are visually compatible with thesurrounding area and open space should be submitted with the Proposal.

5. Creative alternatives that reduce the visual impact of the facility withoutcompromising its performance, revenue or reliability are desirable, and may besubmitted as options to the proposal.

6. Proposals should minimize the demand on ground space.

7. The Tower shall be designed in such a manner that it permits expansion toaccommodate future subtenants with minimal or no disruption to Tower operations.

8. The proposal should maximize revenue to the City form Tower operations.

9. Any Provider who has agreements in place with AT&T Wireless and VERIZONto sublease available tower space at market rates will be considered advantageous. AProvider whose proposal commits to aggressively pursue subleases with AT&T Wirelessand Verizon will also be considered advantageous.

10. The City of St. Petersburg reserves the right to reject, at any time during theselection process, any arid all proposals which, in its sole and absolute discretion, aredetermined to not be responsive to the RFP or otherwise not to be in the City’s bestinterest. The City reserves the right to accept a proposal even though it may not becompletely responsive.

11. Following the conclusion of the City’s evaluation of the responses to the REP,REPM representatives will finalize a Lease with the selected Provider. The lease will besimilar to the one incorporated herein as Appendix “A.”

SECTION VIII CITY APPROVALS

After the Lease has been executed by the Provider, REPM will present the Lease to the CityCouncil of the City of St. Petersburg for consideration and if approved, subsequent execution bythe Mayor or his designee.

The Premises are located on land that has a neighborhood suburban zoning and is locatedwithin two hundred and fifty (250) feet of residential property; it will require review by theCity’s Development Review Commission (“DRC”) as development of the Premises as a wirelesscommunications facility is classified as a special exception (“SE”). A blank SE application isattached hereto as Appendix “D.”Cell Tower - RFP - 62nd Avenue Northeast - V2c Page 12 of 69

As the Premises is City owned property, the City will be a co-applicant to the SE application.While the City may address specific questions the Provider may have, completion of the SEapplication, payment of any fees, and the preparation of the SE application and any requiredattachments will be the responsibility of the Provider, at its sole cost and expense.

The DRC meets monthly on the first (1st) Wednesday of each month. Processing of a SEapplication through the DRC requires approximately six (6) weeks. There is $900.00 nonrefundable application fee that must be paid to the City, by the Provider, at the time that the SEapplication is submitted. The Provider will also be required to submit with the SE application, asite plan demonstrating compliance with City Code section, 16.50.480.3, including fencing,landscaping, driveway and parking.

The SE application must also include an illustration of the proposed Tower and a map showingthe areas to be served by the tower. Property owners and neighborhood associations withintwo hundred (200) feet of the Premises will be notified by the Provider of the proposed SE andinvited to the DRC meeting at which the subject SE will be considered.

The DRC meeting, as a public hearing, will provide neighborhood businesses, occupants andresidents the opportunity express their support or opposition to the project. The DRC canapprove the SE application, approve it with conditions or deny the application. A denial by theDRC may be appealed to the City Council.

In addition to the SE approval process described above, a height variance must be sought forany proposed tower exceeding a height of one hundred and fifty (150) feet. The height variancewould be reviewed at that time and considered at the public hearing as a special exception.

SECTION IX LOGISTICS

1. The City desires to have the new facility fuily operational by April 19, 2010(“Completion of Construction”).

2. The Provider should be prepared to file an application for the Tower with theDRC within two (2) weeks of the approval of the Lease for the Premises with theselected Provider by City Council and the preliminary acceptance of the site plan andTower design by City staff.

3 The City is very interested in having AT&T Wireless and VERIZON as wirelesscommunication service providers located on this Tower. The Provider, if not AT&TWireless and or VERIZON, needs to be able to accommodate AT&T Wireless andVERIZON as subtenants on the Tower.


SECTION X LEASE

The Provider must certify in this section that it has read and understands the terms of the Leasethat is attached hereto as Appendix “A.”

SECTION XI USE RESTRICTIONS

Use of the site is limited to the wireless communications services for which the facility is beingconstructed. It is intended to be an un-manned site used only for the transmission andreception of the wireless communications provided by the Provider and its subtenants. Onlythose activities directly related to the operation and maintenance of the communicationssystems structures and utilities at the site are permitted. Any addition or modification to theuses that may be desired by the Provider in the future will require an amendment to the Leaseand may be subject to approval by City Council and the Mayor as City policies may require, inits sole and absolute discretion.

The Provider will be responsible for the removal, at its sole cost and expense, of all antennae,antennae mounting hardware, feed line(s) and other equipment associated with any serviceprovider, either at the termination of their lease, or when they discontinue their use of thefacility, whichever comes first. No unused or removed antennas or cable may be stored at thesite. A performance guarantee to ensure this occurs will be required.

Operation of the tower shall not interfere with the Treatment Plant operation, or any of itscommunication systems.

The operation of the tower shall include security measures that prevent ‘hacking’ into theTreatment Plant communication system, i.e., SCADA system.

SECTION XII GROUNDING

The Provider shall supply and install a complete grounding system to protect the tower, thebuilding, and its internal and external equipment. The Provider shall design the groundingsystem, submit documentation of its design and obtain City approval prior to its installation.The completed grounding system shall be tested and the test results shall be submitted to theCity for approval. Appropriate buss bar points of connection shall be available for the radioinstallers to conveniently make, properly route, and reliably connect to the grounding system inconformance with grounding specifications.

SECTION XIII FACILITY

1. The Provider will coordinate with the City to develop a final site plan for thePremises including the underground installation of all utilities, ingress & egress,parking, fencing, security and lighting. All site illumination shall be installed in such away as to minimize its impact on the surrounding residential neighborhoods. Any FAA


required lighting shall be installed in complete compliance with all applicable FAAguidelines and regulations.

2. The Provider will provide the City with signed and sealed engineering drawingssufficient to demonstrate compliance with the design criteria found in this RFP and allother applicable regulations and all requirements of the permitting process, andconstruct the Tower and all other improvements necessary to comply with all therequirements of this RFP.

3. Provide the City with copies of all analyses, such as structural, soil, conservation,and the like, necessary for the permitting and construction of the Premises. This shallinclude defining the area of the site to be disturbed by activities associated with theconstruction of the Tower and related improvements.

4. Provide the City with signed and sealed detailed as-built construction drawingsincorporating the originally approved design and all subsequent modifications to theapproved site plan and construction drawings adopted through out the project, bothelectronically and in hard copy forms, within forty-five days of the receipt of a final andunconditional Certificate of Completion by the City.

SECTION XIV ACCESS, PARKING AND UTILITY NEEDS:

The Provider shall be responsible for the construction of a temporary gravel access drivewayfrom 62nd Avenue Northeast to the Premises. This will be a temporary driveway until theinstallation of a permanent paved driveway can be completed toward the conclusion ofconstruction activities. It will be necessary, depending on construction scheduling, for theProvider to coordinate this access with the Engineering Department. All necessary permitsmust be obtained from the City, County, State or other governmental agency at the sole cost andexpense of the Provider. The Provider shall install an underground two (2) inch utility conduitfrom inside the secured portion of the Premises to 62nd Avenue Northeast for the exclusive useof the City.

The Provider shall be responsible for the underground installation of all utilities, including butnot limited to, electrical and telephone in a sufficient capacity to serve all uses anticipated onthe site (six potential wireless service providers). Connections will be made to nearby utilitylines on 62nd Avenue Northeast in a manner that is most appropriate for the site. All necessarypermits must be obtained from the City and paid for by the Provider.

Access to the site through the Treatment Plant is prohibited. Access must be via a separatepermitted entrance off of 62’ Avenue Northeast. The driveway connecting the secured portionof the Premises to 62nd Avenue Northeast shall be of such a length and width that it provides anadequate vehicular stacking area for three (3) commercial service vehicles.

No hazardous materials may be stored on sight except in those quantities that are normallymaintained in connection with the approved use of the Premises. The Provider shall supply theCell Tower - RFP - 62nd Avenue Northeast - V2c Page 15 of 69

Treatment Plant and St. Petersburg Fire & Rescue (“SPF&R”) with a listing of all hazardousmaterials to be present on the Premises and their location on the Premises together with copiesof the manufactures safety data sheet (“MSDS”) for all hazardous materials present on the site,prior to placement of the hazardous materials on the site. Copies of the universal hazardousmaterials warning signs shall be posted on the entrance to the secured portion of the Premisesnotifying the applicable Public Safety agencies of the existence of the hazardous materials. Inside the secured portion of the Premises the Provider shall clearly post the location(s) of thehazardous materials.

The site must be developed so as to minimize the impact to vehicular traffic on 62nd AvenueNortheast from vehicles entering and exiting the Premises. There shall be a minimum of three(3) parking spaces in the secured portion of the Premises.

SECTION XV EQUIPMENT BUILDING:

The City desires a single equipment building to accommodate all service providers in lieu ofseparate “cabinets” or structures. The Provider shall supply a pre-cast concrete shelter, orequivalent, with a textured finish in keeping with the surrounding area. Provisions shall bemade for heating and cooling needs of the equipment. The Equipment building shall consist ofone (1) building capable of fitting within the portion of the Premises designated as the fences in

and secured area and providing sufficient space for six (6) wireless service providers. The finishand trim of the building shall be approved by the City. An elevated prefabricated concretestructure is considered desirable for its ruggedness. The building shall be equipped with tilefloors, interior lighting, air conditioning system, an electrical distribution panel, transientvoltage surge suppression, safety and security alarm systems, and internal ground system to bebonded to an external ground system.

Recognizing the trend in the industry for individual equipment shelters for wireless providers,Provider(s) may submit an alternate plan showing individual equipment enclosures. Eachenclosure must meet all code requirements, and be similar in structure, color and shape. Allstandby power systems must meet the requirements in the emergency power section of this RFPas found in Section XVI, Emergency Power.

SECTION XVI EMERGENCY POWER:

There shall be a single emergency standby power generator capable of supporting all ofequipment in the equipment building, except any City operated equipment. This generatorshall be located in the northwest corner of the fenced and secured portion of the Premises andin a separate building within a sound reduction enclosure. The exhaust shall be fully muffledand be directed to the northwest, in such a way as to minimize the impact on the surroundingresidential neighborhoods and schools. The generator noise level shall comply with therequirements of Chapter 11 of the St. Petersburg City Code as amended.


If multiple equipment enclosures are proposed the plan shall include details and requirementsfor emergency power for each enclosure and the Providers tenant sublease agreement(s) mustinclude sound limiting requirements for the standby power systems.

All standby power systems shall be installed in such a way as to minimize the impact tosurrounding residential neighborhoods, schools and businesses.

SECTION XVII SITE SECURITY:

The Provider must provide their assurance that all employees, consultants, service contractors,and subcontractors working on or at the site have successfully passed background checks priorto working on site. Persons with one or more of the following criteria shall not be allowedaccess to the site: a) Be listed on the FBI’s list of suspected terrorists, b) Have an outstandingarrest warrant against them, c) Be convicted of a first or second degree felony, and d) Beenconvicted for drugs or lewd and lascivious behavior. Proper uniforms and identification arerequired and must be displayed at all times when on the Premises so that anytime anyone is onthe site they can be readily and easily identified.

All vehicles accessing the site must clearly display the name of the company they are workingon site for.

All video security surveillance systems must be approved by the City prior to installation.There shall be no visual access into the Treatment Plant by any security system.

SECTION XVIII TOWER CAMOUFLAGE OPTIONS:

The City prefers a camouflaged Tower such as palm or evergreen tree, but also needs maximumnumber of providers to be on the tower. Responses should analyze their ability to the addcamouflage to tower and impact to number of providers, structural impacts on the tower, costsand potential improvements to wireless service with and without camouflage.

SECTION XIX ENVIRONMENTALLY RESPONSIBLE PRACTICES ANDMATERIALS:

It is the policy of the City of St. Petersburg to purchase recycled and environmentally preferablegoods and services. This includes products and services that utilize recycled material, reducetoxicity and pollution, conserve energy, conserve water and prevent waste. This policy will becarried out consistent with the City’s obligations and purpose, and with an overall intent toobtain competitive prices to provide value to the taxpayers.

The Provider shall purchase all construction materials with the highest recovered (recycled)material content level practical, meeting at least the United States Environmental ProtectionAgency recycled products requirements. The Provider is responsible for complying with all


Environmental Laws as described herein. The Provider must provide or utilize Energy Star orother energy efficient products where practicable.

SECTION XX REGULATORY PROCESS:

The City and the Provider will be co-applicants for zoning approval. A public hearing will berequired by the DRC as a special exception use because the location is within 250’ of residentialproperty. Adjacent neighborhood associations and individual property owners within 200’ willreceive notice of the application for zoning approval, from the Provider. The Provider(s) mustparticipate in all public hearings and neighborhood association meetings related to theconstruction of the tower.

Application materials are to be prepared by the Provider, at the sole cost and expense of theProvider and shall include a search of available data including the impact of the proposedtower on current and proposed wireless service for this area and include maps evaluatingexisting and proposed wireless service coverage. Application materials will include detailedsite plan with tower and equipment location, fencing, landscaping and driveway access. TheProvider is responsible for any and all costs associated with the preparation of the applicationand its presentation to all applicable agencies.

The application will be reviewed by DRC at a regularly scheduled monthly meeting; typicallyelapsed time between application and meeting is approximately 6 weeks. With DRC approval,a construction permit application for the site and tower will be submitted by Provider to theCity. The City’s signature on the application is required on application as property owner.

Construction permit applications for the site and tower will be reviewed within 12 workingdays

SECTION XXI DEFINITIONS:

Antenna Location: Mounting location on the tower for a single panel antenna array or one ormore whip anteru-tas. The location is usually described by the vertical aperture on the towerassigned to particular antennas.

Bond: Surety bond shall be issued from a bonding company licensed to do business in the Stateof Florida, and listed on the State of Florida Treasurer’s list of approved bonding companies.

Contact: Person designated by a Provider to interface with City of St. Petersburg, Fl.

Final Design: Fully engineered design, certified by a licensed engineering firm signed andsealed by Professional Engineer registered in the State of Florida and approved in advance bythe City of St. Petersburg, Florida, including, but not limited to:

• mechanical drawings


• description and assessment of methods of mounting to tower, including

• associated engineering certifications and guarantees to ensure safety and securitystructural assessments, including static load and wind-load assessments - utility cablerouting

• ground structure details, including overall site plan and elevation drawings/photos fromenough perspectives to see all proposed structures, concrete foundation/pad details

• enclosure(s) description (drawings and/or photos), building plans showing plot plan

• elevation drawings, landscaping, fencing and lighting

Ground Structures: shall mean buildings, enclosures utility poles, cableways, fences and/orother elements related to the facility which are located within the designated parcel but are notmounted on the tower.

Hazardous Substances: shall mean all hazardous and toxic substances, wastes ormaterials, all pollutants or contaminants, asbestos, or other similar substances, and all rawmaterials containing such substances which are regulated under any Environmental Laws (asdefined below) and includes, but is not limited to, all petroleum based substances such asgasoline and oil based products. As such, reference to “Hazardous Substances” is not limited tosubstances which necessarily are “hazardous or toxic” but includes any substances regulatedunder any Environmental Laws whether or not those substances are “hazardous or toxic”.

Environmental Laws: means any and all federal, state, local, and municipal laws, rules,regulations, statutes, ordinances, and codes regulating, relating to or imposing liability orstandards of conduct concerning, any Hazardous Substances or environmental protection orenvironmental health arid safety, as now or may at any time hereafter be in effect, includingwithout limitation: the Clean Water Act also known as the Federal Water Pollution Control Act(“FWPCA”), 33 U.S.C. Section 1251 et seq.; the Clean Air Act (“CAA”), 42 U.S.C. Section 7401 etseq.; the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), 7 U.S.C. Section 136 etseq.; the Surface Mining Control and Reclamation Act (“SMCRA”), 30 U.S.C. Section 1201 et seq.;the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42U.S.C. Section 9601 et seq.; the Superfund Amendment and Reauthorization Act of 1986(“SARA”), Public Law 99-499, 100 Stat. 1613; the Emergency Planning and Community Right toKnow Act (“ECPCRKA’), 42 U.S.C. Section 11001 et seq.; the Resource Conservation andRecovery Act (“RCRA”), 42 U.S.C. Section 6901 et seq.; the Toxic Substances Control Act, 15U.S.C. § 2601 through 929 (“TSCA”); the Florida Resource Recovery and Management Act,Section 403.701, et seq., Florida Statutes; the Pollutant Spill Prevention and Control Act, Section376.011-376.17 and 376.19-376.21, Florida Statutes; and the Occupational Safety and Health Act,as amended (“OSHA”), 29 U.S.C. Section 655 and Section 657, and Chapters 376 and 403, FloridaStatutes; together, in each case, with any amendment thereto.


Panel Antenna Array: A group of one or more wireless directional antennas mounted ina single antenna location, and typically associated with a single personal wireless servicelicense.

Personal Wireless Service: Any service licensed by the Federal Communications Commissionto provide Personal Wireless Services as defined by 47 USC §334 (c)(7)(C)(i).

Proposal: A sealed bid by the Provider submitted in accordance with the conditionsestablished in this Request for Proposal (“RFP”).

Provider: Any party, whether a wireless communications service provider or otherexperienced, qualified party capable of designing, constructing and managing a multi-tenantmonopole who responds to this RFP.

Provider Revenue Proposal: A sealed bid listing a proposed monthly lease fee for the use of theland for the facility, which may contain fixed fees and/or percentages of sublease revenue.

Radio Frequency Communications: Any communications that employ the radio frequencyspectrum to communicate without wires through free space.

Wireless Communications Service Provider: A person or entity who holds a FederalCommunications Commission license to operate a radio frequency communications system thatmay lease the Premises from the City for the purpose of owning, maintaining and operating awireless communications tower.

Response: A proposal submitted in reply to this RFP.

Subtenant: A wireless communication service provider who holds a FederalCommunications Commission license to operate a radio frequency communications system andhas entered into a valid sublease with the Tower Owner to occupy space on the tower.

Site Coordination: The cooperative effort of the successful Provider to design and engineer asolution that accommodates the City of St. Petersburg, Fl with the greatest number of potentialtenants.

Successful Provider: A Provider who replies to this RFP and meets all the requirements asdescribed herein and is selected by the selection committee to enter into a lease with the City forthe Premises.

Tower: The new Tower (monopole), to be located immediately east of 1160 62 AvenueNortheast within the City of St. Petersburg, Florida.

Tower Owner: The Provider selected by the selection committee who will construct andown the tower and related facilities.


Utility: Wired telecommunications provider, electric company, cable company, naturalgas company, or other provider whose service is delivered via pipes, wires or cables.

Whip Antenna: A vertical antenna with omni directional radiation characteristics,designed to transmit and/or receive wireless communications.

SECTION XXII GENERAL OBLIGATIONS:

The successful Provider will be responsible for complying with all terms and conditionscontained within the Lease with the City, in addition to all other Local, State and/or Federalrules which may apply. The Tower Owner will be responsible for obtaining and maintaining allrequired permits, licenses or other like requirements for the operation of a wirelesscommunications tower fri the state of Florida.

The successful Provider must be an active legal entity, licensed to do business in the State ofFlorida, within fifteen (15) days of approval of the Lease by City Council.

SECTION XXIII INSURANCE:

Prior to the commencement of Tower site preparations and construction, the successfulProvider will be responsible for acquiring the appropriate insurance coverage as required bythe Lease and generally addressed as follows:

The Provider shall provide the City with a Commercial General Liability Policy written by acompany that is authorized and licensed to conduct business in the State of Florida and isapproved by the City. The insurance company shall be at minimum A- rated by A.M. Best (orsimilar), approved by the City’s Risk Management Department. The required insurance shallnot be provided by a “Risk Retention Group or Pool.”

Minimum LimitsBodily Injury and Property Damage Liability$1,000,000 per occurrence$2,000,000 aggregate

Workers’ Compensation and Employers LiabilityWorkers’ Compensation: Per State of Florida Statutory requirements employers Liability:$100,000 each accident: $100,000 per employee for Disease and $500,000 for all diseases.

Fire Legal Liability with limit of $100,000.

Commercial Automobile Liability with $1,000,000 Combined Single Limit.

Personal Property Insurance for all risks of loss of tenant owned contents at this location.


All Commercial General Liability policies must include the City of St. Petersburg, it’s officers,agents, employees and volunteers as “Additional Insureds” under its policies and must beendorsed to the applicable policy.

The insurance coverage and limits are set at the sole discretion of the City of St Petersburg andare subject to change or revision as the need arises.

SECTION XXIV ACCEPTANCE OF LEASE AGREEMENT, SPECIFICATIONS ANDOTHER REQUIREMENTS:

In this section, list any exceptions taken to the Lease Agreement (see Appendix “A”),specifications, or other requirements listed in the Lease. You must reference the Lease sectionwhere exception is taken, a description of the exception, and the proposed alternative, if any.The Lease Agreement and all terms, conditions, specifications and other requirements of thisLease shall be deemed accepted by the Provider unless objected to in accordance with thisSection XXIV.

SECTION XXV ACCEPTANCE OF THE RFP, SPECIFICATIONS AND OTHERREQUIREMENTS:

In this section, list any exceptions taken to the RFP, specifications, or other requirements listedin this RFP. You must reference the RFP section where exception is taken, a description of theexception, and the proposed alternative, if any. The RFP and all terms, conditions,specifications and other requirements of this RFP shall be deemed accepted by the Providerunless objected to in accordance with this Section XXV.

SECTION XXVI PROPOSAL SUBMITTAL

1. PROVIDER REGISTRATION: All Providers must be registered with the FloridaDivision of Corporations to do business within the State of Florida prior to award of anagreement. All Providers must be registered with the City as a supplier prior to award of anagreement. The City online Supplier Registration Form is available on the City’s website atwww.stpete.org/purchase/index.asp.

SUBMITTAL PACKAGES: Providers shall submit one (1) unbound and six (6) bound copiesof its proposal. To ensure consistency each hard copy proposal must be in 8 1/2 x 11 inch formatbound and clearly labeled. The proposal should be individually tabbed for each of the itemslisted in Section ‘/11 and include page numbers. The CD-ROM, electronic version of the hardcopy original proposal shall be in pdf or MicroSoft Office format. Both the hard copy(s) andelectronic copy(s) shall clearly identify the Provider and the RFP number. The electronic versionshould be a continuous document file.

2. DELIVERY: Proposals shall be delivered in hand or by mail to the following address:


HAND DELIVERY BY MAIL

CITY OF ST. PETERSBURG CITY OF ST. PETERSBURGReal Estate & Property Management Department Real Estate & Property Management Department

ATTN: Don Crawford ATTN: Don CrawfordOne 4th Street North — Ninth Floor Post Office Box 2842Saint Petersburg, Florida 33701 Saint Petersburg, Florida 33731-2842

Proposals shall be and clearly marked on the face of the submittal packet:

PROPOSAL FOR 62h1d1 AVENUE NORTHEAST WIRELESSCOMMUNICATIONS TOWER

4. SCHEDULE:

Issue Request for Proposal: Friday, January 16, 2009

Legal Notice: Sunday, January 18, 2009

Last day for questions by Providers: Monday, February 17, 2009

Proposals due by 3:00 P.M.: Friday, February 27, 2009

Select wiiming RFP on or before: Friday, March 27, 2009

Finalize Lease Negotiations: Friday, May 1, 2009

Presentation to City Council: (estimated) Thursday, June 4, 2009

Due Diligence Period Begins: (upon approval of City Council) Thursday, June 4, 2009

Due Diligence Period Ends: (120 days) Friday, October 2, 2009

Construction of the Tower Begins no later than: Monday, October 19, 2009

Tower is completed and fully operational:( six (6) months) Monday, April 19, 2010

5. DEADLINE:

Proposals must be submitted to the City of St Petersburg, Real Estate and PropertyManagement Department, Attn. Don Crawford, One 4th Street North — Ninth Floor, St.Petersburg, Florida not later than 3:00 P.M., local time, Friday, February 27, 2009.Proposals received after 3:00 P.M., local time, Friday. February 27, 2009, will NOT beconsidered. The City is not responsible for failure of the United States Post Office,


private courier, or any other delivery means to deliver a proposal to the appointed placeat the specified time in order to be considered.

6. FINALIST: Finalists may be selected from the qualified proposals and shall benotified by mail. The finalists may be required to submit additional details.

7. CITY RESERVATIONS: The City reserves the right to:

Modify or otherwise vary the terms and conditions of this RFP at any time prior toopening date and time, including but not limited to, deadlines for submission, schedulesand proposal requirements.

Waive irregularities in the proposals.

Reject or refuse any or all proposals, or to cancel and withdraw this RFP at any time.

Negotiate with any or all Providers in order to obtain terms most beneficial to the City.

Accept the proposal(s), which, in the City’s sole and absolute discretion, best serves theinterests of the City.

8. CITY CONTACT INFORMATION: Those Providers and parties interested insubmitting a proposal may contact Don Crawford, Administrative Services Officer, Real Estateand Property Management Department, City of St Petersburg, Municipal Services Center, OneFourth Street North (9th Floor), Saint Petersburg, Florida or by mail to Post Office Box 2842,Saint Petersburg, Florida 33731-2842 or by telephone (727) 893-7500 or by email [email protected]. (Note: To assure a timely response, all first time emails should bepreceded with a phone call to avoid being caught in the City’s “SPAM” blocking software).PLEASE VISIT WWW.STPETESHINES.COM FOR NEWS, QUESTIONS, RESPONSES ANDOTHER INFORMATION ON THIS RFP.

9. COLLUSION: More than one proposal from the same Provider under the sameor different names will not be considered. Reasonable grounds for believing that a Provider issubmitting more than one proposal will cause the rejection of all proposals in which theProvider is involved. Those proposals will be rejected if there is reason for believing thatcollusion exists among Providers, and no participant in such collusion will be considered in anyfuture proposals for the operation of a Tower for the next six months following the date of theProposal submission.

10 DISCLAIMER: The estimate of Premises is believed to be reliable; however,Providers should rely on their own experts for counsel in this regard. All proposals submittedto the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes.

11. BINDING OFFER: A Providers’ submittal shall remain valid for a period of 150 daysfollowing the Proposal deadline and will be considered to be a binding offer to perform the


required services. The submittal shall not be modified except for clarifications, and best andfinal offers that have been requested and accepted by the City. The submission of a Proposalshall be taken as prima facie evidence that the Provider has familiarized itself with the contentsof this REP.

12. REQUESTS FOR INTERPREPATION OR CLARIFICATION: No interpretation orclarification of the REP will be made by a Provider orally. If discrepancies or omissions arefound by any prospective Provider or there is doubt as to the true meaning of any part of theREP, a written request for clarification or interpretation must be submitted in writing,addressed to the City of St Petersburg, Real Estate and Property Management Department,Attn: Don Crawford, One 4th Street North, Ninth Floor, Saint Petersburg, Fl, 33701. E-mailrequest for interpretations will be accepted for this project. The email address [email protected]. It is the responsibility of the Provider to verify the City receivedany e-mail requests. To be given consideration, such requests must be received by Tuesday,February 17, 2009. All such interpretations and any supplemental instructions will be in theform of a written addendum which, if issued, will be posted to the REP website. It is theresponsibility of the Provider to check the REP website for any updates. Failure of the Providerto check the website for updates for any such addendum or interpretation shall not relieve saidProvider from any obligation contained therein.

13. PUBLIC ENTITY CRIMES: A person or affiliate who has been placed on the ConvictedVendor List following a conviction for a public entity crime may not submit a bid on a contractto provide any goods or services to a public entity, may not submit a bid on a contract with apublic entity for the construction or repair of a public building or public work, may not submitbids on leases of real property to a public entity, may not be awarded or perform work as acontractor, supplier, subcontractor, or consultant under a contract with any public entity, andmay not transact business with any public entity in excess of the threshold amount provided inSection 287.017, for CATEGORY TWO for a period of 36 months from the date of being placedon the Convicted Vendor List.

SECTION XXVII AWARD OF THE AGREEMENT

An award shall be made to the responsible Provider whose proposal is determined to be themost advantageous to the City, taking into consideration price arid the evaluation factors setforth in this RFP, subject to approval by the City Council of the City of St. Petersburg, Florida.

SECTION XXIII DATA COLLECTION

Pursuant to Florida Statute 119.071 Social Security Numbers collected from Providers are usedfor identification, verification arid tax reporting purposes.


SECTION XXIX TRADE SECRETS - EXEMPTIONS TO PUBLIC RECORDSDISCLOSURE

All proposals (including all documentation and materials attached to proposals or otherwisesubmitted in connection with this RFP) submitted to the City are subject to public disclosurepursuant to Chapter 119, Florida Statutes. Statutory exemption for “trade secrets” may beavailable.

If your proposal contains information that constitutes a “trade secret,” all material that qualifiesfor exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as“TRADE SECRETS EXEMPTION,” with your firms name and the proposal number marked onthe outside. The City will not accept proposals when the entire proposal is labeled as a tradesecret or confidential.

“Trade Secret” means the whole or any portion or phase of any formula, pattern, device,combination of devices, or compilation of information which is for use, or is used, in theoperation of a business and which provides the business an advantage, or an opportunity toobtain an advantage, over those who do not know or use it. ‘Trade Secret” includes scientific,technical, or commercial information, including any design, process, procedure, list ofsuppliers, list of customers, business code, or improvement thereof. Irrespective of novelty,invention, patent ability, the state of prior art, and the level of skill in the business, art, or fieldto which the subject matter pertains, a trade secret is considered to be:

a. Secret;b. Of value;c. For use or in use by the business; andd. Of advantage to the business, or providing an opportunity to obtain an

advantage, over those who do not know or use it when the owner therefore takesmeasures to prevent it from becoming available to persons other than thoseselected by the owner to have access thereto for limited purposes.

Please be aware that the designation of an item as a “Trade Secret” by you may be challenged incourt by any person or entity. By your designation of material in your proposal as a “TradeSecret” you agree to defend the City, its employees, agents and elected and appointed officialsagainst all claims and actions (whether or not a lawsuit is commenced) related to yourdesignation of material as a “Trade Secret” and to hold harmless the City, its employees, agentsand elected and appointed officials for any award to a plaintiff for damages, costs andattorneys’ fees, and for costs and attorneys’ fees (including those of the City Attorney’s office)incurred by the City by reason of any claim or action related to your designation of material as a“Trade Secret”.


APPENDIX “A”

(Lea-ye — Attached)

BASE AGREEMENT SEHING FORTH THE MINIMUM REQUIREMENTS FOR THE PROJECT

The attached document is the base lease agreement (“Lease”) which when combined with itsExhibits as defmed in the Lease Agreement will constitute the agreement between the Providerand the City.

The City reserves the right to add or modify the terms and conditions at any time prior to thefinal execution of the Lease. The Provider will be given the opportunity to take exception toany additional or modified terms or conditions of the Lease in the same manner as set forth inthe Proposal Requirements.


LEASE AGREEMENT

BetweenThe City of St. Petersburg, Florida, a Municipal corporation

AndLessee

(62d AVENUE NORTHEAST CELLULAR COMMUNICATION TOWER SITE LEASE)

THIS LEASE AGREEMENT (‘Lease”), made and entered into this

______

day of

_____________

2009, by and between the City of St. Petersburg, Florida, a municipal corporation(‘City”), whose post office address is Post Office Box 2842, St. Petersburg, Florida 33731-2842,and

_______________________

a

__________________

corporation, (“Lessee”), whose post officeaddress is , (collectively,“Parties”)

WITNESSETH:

NOW THEREFORE in consideration of ten dollars ($10.00) and other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged and the promisesand covenants contained herein including the exhibits attached hereto, the Parties agree asfollows:

1. PREMISES: The City leases to the Lessee and Lessee leases from the City thefollowing described property (“Premises”) subject to the terms, provisions, conditions, andlimitations set forth and described in this Lease, to wit:

A portion of: LOT_, BLOCK

____

SUBDIVISION

according to the map or plat thereof as recorded in Plat Book , Page -

_______

of the public records of Pinellas County, Florida, (as legally described inExhibit “A” and illustrated in Exhibit “B,” attached hereto and forming aparthereof by reference, being a portion of that property identified as PinellasCounty Parcel Identification Number: ).

2. SURVEY & LEGAL DESCRIPTION: The Lessee shall have a registered and licensedFlorida Surveyor prepare both the legal description and a survey, both of which shall beprepared for and certified to the City of St. Petersburg, at the sole cost and expense of theLessee. The survey shall be prepared in an eight and one half (8½) inch by eleven (11) inchoutput size in a Tagged Image File format. The legal description and survey shall both beprovided to the City in an electronic file together with five (5) signed and sealed hard copiesof the final versions of each.

3. TERM: The term of this Lease (Term) shall be for

________

( ) years, commencingon the

__________

day of

___________________,

2009, (“Commencement Date”) andending at midnight on the

______

day of

_________________________,

20. (“ExpirationDate”)


4. RENEWAL TERM: This Lease may be renewed or extended at the end of the Term foran additional term of sixty (60) months (‘Renewal Term”) upon mutual agreement as toterms and conditions by the Parties, provided that the Lessee is not in default of any part ofthis Lease at the time of notification of its intent to renew and remains so through the end ofthe Term, which consent shall be in the sole and absolute discretion of the City. The Lesseeshall express its desire to renew by giving notice in writing to the City at least one hundredand eighty (180) days prior to the last day of the Term. If prior agreement on the terms andconditions of the Renewal Term cannot be reached within the one hundred eighty (180) dayperiod, this Lease will terminate on the last day of the Term. Renewal of this Lease issubject to approval by the City Council of the City of St. Petersburg and must comply withall applicable provisions of the City Charter, City Code and City policies and procedures.

5. DUE DILIGENCE PERIOD: Lessee shall have one hundred and twenty (120)days, beginning on the date that this Lease is approved by the City Council of the City of St.Petersburg (“City Council”) to carry out its due diligence activities (“Due DiligencePeriod”), to apply for and obtain applicable governmental permits and approvals, and toenter upon the Premises, and conduct any necessary testing, analysis or evaluationincluding but not limited to geological, engineering and environmental tests to determinethe suitability of the Premises for the Permitted Use as defined in paragraph 8 of this Leaseat Lessee’s sole cost and expense. If, in the sole and absolute opinion of Lessee, the Premisesare not suitable for the Permitted Use, or Lessee determines that the operation of acommunications facility on or within the Premises would not be in Lessee’s best interest,Lessee shall have the right at any time prior to the expiration of the Due Diligence Period toterminate this Lease by sending written notice of termination to City. Upon termination theCity and Lessee shall be released from all obligations hereunder, except for those obligationsexisting at the time of termination or which specifically survive such termination, providedLessee shall restore the Premises to the same or better condition as existed on thecommencement of the Due Diligence Period.

6. RENTS AND FEES:

6.1. Lessee covenants and agrees to pay City on or before the first day of each month duringthe Term, in advance and without notice, demand, setoff or counterclaim the rent of

______________________________Dollars

($ ), plus applicable tax, per month(“Rent”) for the first twelve (12) months of the Term, without notice, demand, setoff orcounterclaim. Upon the anirtiversary date of the Commencement Date, Rent shall beincreased in accordance with the calculations set forth in Exhibit “C” attached hereto andmade a part hereof. It shall be the responsibility of the Lessee to calculate annualincreases in Rent and adjust the Rent payments accordingly without notice. In no eventshall Rent be decreased.

6.2. Any fees or other charges payable hereunder shall be paid to City as additional rent(“Additional Rent”). Additional Rent shall be due and payable on the tenth (10tl) day ofthe month following the month in which the Additional Rent was incurred. Thisprovision shall survive expiration or earlier termination of this Lease.


6.3. All Rent and Additional Rent shall be paid promptly when due to the City at the addressprovided for the City m Paragraph 42, NOTICES. Any payments of Rent or AdditionalRent made and accepted more than five(5) days after the day of the month in which theyare due shall be considered delinquent and shall include a late fee equal to five (5%)percent of the delinquent amount. All unpaid delinquent amounts shall be subject tomonthly interest charges of 1.5 % on the unpaid balance. The amounts payable underthis Lease for the payment of interest or any other payment in the nature of, or whichwould be considered as interest or other charge for the use or loan of money shall notoperate to produce a rate that exceeds such limitation. Any excess charged over suchlimitation will not be payable and the amount otherwise agreed to be paid shall bereduced by the excess so that such limitation will not be exceeded, and in the event anysuch payment is paid by Lessee or received by City whereby such limitation is exceeded,the amount of the excess shall constitute and be treated as a payment on Lessee’saccount, unless Lessee shall notify City in writing that Lessee elects to have such excesssum refunded to it.

6.4. Upon default, breach of condition, or the termination of this Lease, the Rent hereunderfor the entire rental period, accrued and unpaid Additional Rent, if any, and any otherindebtedness payable under the provisions of this Lease shall become immediately dueand payable.

6.5. All Rent calculated in accordance with this paragraph shall be rounded upward to thenearest whole dollar.

7. SECURITY DEPOSIT: Lessee, concurrently with the execution of this Lease, hasdeposited with the City the sum of Ten Thousand and No/100 Dollars ($10,000) (‘Deposit”),the receipt of which is acknowledged by the City. This sum shall be retained by the City assecurity for Lessee’s payments under this Lease. If at any time Lessee defaults in anyprovision of this Lease, the City shall have the right to use the Deposit, or as much of it asmay be necessary, to pay any Rent or Additional Rent in default, any expense incurred bythe City in curing any default by Lessee, any damages incurred by the City by reason ofLessee’s default, or, at termination or expiration of this Lease, to pay for any physicaldamage to the Premises or fixtures and equipment on the Premises owned by the City.Upon demand by the City, Lessee shall immediately pay to the City sufficient monies toreplenish the Deposit. Upon expiration or earlier termination of this Lease, the City mayretain the Deposit at its option in liquidation of any damages it suffers by reason of theLessee’s default. If the Deposit is not used for any of the above purposes, it shall berefunded to the Lessee within sixty (60) days of the expiration or earlier termination of thisLease. The Lessee shall not be entitled to interest on the security Deposit.

8. PREMITTED USE OF PREMISES: The Premises shall be used by Lessee, to, construct,repair, maintain, replace and operate a cellular communications tower (“Tower”) includingbut not limited to equipment, building(s) and appurtenant facilities on or in the Premises(“Improvements”), and for no other purpose. (“Permitted Use”)


8.1. The Tower shall be of new construction with wind loading design in accordance withFLA RS 222 E or latest revision. The Tower shall be a maximum height of 250 feet aboveground and shall require a height variance.

8.2. The City and Lessee shall mutually agree on the location of the Tower on the Premises:

9. INTERFERENCE: In the event that the Lessee’s use of the Premises shall be determined toin any way to interfere with the operation of the City’s Northeast Waste Water TreatmentPlant or other City facilities, or their communications systems, the Lessee shall immediatelytake whatever action necessary to remedy said interference to the satisfaction of the City.

10. COMMENCEMENT OF CONSTRUCTION: The Lessee shall, at its sole cost andexpense, commence and diligently pursue construction of the Improvements by themobilization of the Lessee’s contractor on the Premises, including equipment and personnelnecessary to begin site preparation and construction of Improvements no later thanMonday, October 19, 2009 (“Commencement of Construction”).

11. COMPLETION OF CONSTRUCTION: The construction of the Improvements shallbe completed not more than one hundred and eighty (180) days after the Commencement ofConstruction or no later than Monday, April 19, 2010 as evidenced by the issuance of a finaland unconditional Certificate of Completion (“Completion of Construction’).

12. CITY ADMINISTRATIVE AND REGULATORY APPROVAL OF SITE PLAN: Priorto Commencement of Construction, Lessee’s shall submit a site plan to the City and receiveCity administrative and regulatory approval.

12.1. Administrative Approval The City shall have not less than twenty (20) daysfrom receipt thereof to disapprove the site plan. Any disapproval shall contain thespecific changes desired by the City to obtain its administrative approval. Lessee shallsubmit the revised site plan to the City, and the City shall have ten (10) days from receiptof the revised site plan to disapprove the revised site plan. The City’s failure todisapprove the site plan within the applicable twenty (20) day period or ten (10) dayperiod shall constitute City’s administrative approval of the site plan. Following suchCity administrative approval, unless any change is required by the City of St.Petersburg’s Development Services Department, Lessee shall not change the site plan inany substantial, material respect without the prior written consent of the City, whichconsent shall not be unreasonably withheld or delayed. If the City and Lessee are unableto agree upon a site plan, the Lessee shall have the option of terminating this Lease uponwritten notice to City and upon such termination; City and Lessee shall be released fromall obligations hereunder, except for those obligations existing at the time of terminationor which specifically survive such termination.

12.2. Regulatory Approval The City’s administrative approval is in addition to


any approvals required by the St. Petersburg City Code and federal, state, and local laws,ordinances and regulations.

13. PAYMENT AND PERFORMANCE BOND: Prior to Commencement ofConstruction, Lessee shall require its general contractor to secure a payment andperformance bond which shall name the City as the obligee/owner in accordance withSection 255.05, Florida Statutes.

14. UTILITIES: Lessee shall have the right to install, utilities including but not limited to,electricity, telephone, water, gas, sewerage, cable service, garbage and trash collection, ifany, associated with its use of the Premises at its sole cost and expense. Lessee shall obtainall required permits at its sole cost and expense. All utilities installed by or for Lessee shallbe installed underground, if possible, and clearly marked in the ingress/egress area to thePremises.

15. FEES AND TAXES: Lessee shall pay all fees, taxes and all existing or future franchisefees, if any, levied on the Premises or its contents, and deliver to the City the appropriatereceipts which demonstrate payment thereof. It is understood that this shall include, butnot be limited to, income tax, real property tax personal property tax, sales tax and stormwater fees.

16. CONDITION OF PREMISES: Lessee has inspected the Premises and accepts thecondition of the Premises in “as is” condition. The City has made no representations,statements, or warranties, either expressed or implied, as to the condition of the Premises, oras to its fitness for a particular use.

16.1. The City and its officers, employees and agents shall not be responsible or liableat any time for:

16.1.1. Pollution of any kind existing on, in or under the Premises, except as provided inParagraph 20, ENVIRONMENTAL COMPLIANCE.

16.1.2. Any defect in the surface or subsurface of the Premises.

16.1.3. Any loss of life, or injury or damage to any person or to any property or businessof Lessee or those claiming by, through or under Lessee, caused by, or resultingfrom:

16.1.3.1. defects, latent or otherwise, in the Premises;

16.1.3.2. pollution of any kind existing on, in or under the Premises;

16.1.3.3. the bursting, breaking, leaking, overflowing or backing up of water,steam, gas, or sewage from pipes in or on the Premises, or the running,seeping, rising or falling of water in, on or over the Premises, or the existenceof snow or ice, in or on the Premises;


16.1.3.4. acts of God or the elements; or

16.1.3.5. any defect or negligence in the occupancy, construction, operation or useof the Improvements, as hereinafter defined, on, in or under the Premises.

16.1.3.6. defects in the surface or subsurface of the Premises.

16.2. Failure of Lessee to discover Hazardous Substances on, in or under the Premisesshall not excuse Lessees performance hereunder, provided however, that if Lesseediscovers any Hazardous Substances, as hereinafter defined, on, in or under thePremises before the Commencement of Construction, Lessee may unilaterally terminatethis Lease at no cost to City or Lessee (except for Rent and other amounts payable underthis Lease that come due prior to such termination) by providing City with writtennotice of such termination.

16.3. Lessee acknowledges that there is a stormwater retention pond (“Pond”) on thePremises and that the Lessee’s Improvements shall be designed so that they have noadverse impact on the Pond. Any cost associated with redesign or modification to thePond due to the Lessee’s Improvements to the Premises will be at the sole cost aridexpense of the Lessee.

16.4. Lessee’s site plan for the construction and installation of the Improvements andaccess road shall minimize the impact to the existing native vegetation and wildlifecurrently on the Premises.

16.5. Lessee acknowledges that there may be areas of “wetlands,” “preservation” orarcheological significance located on the Premises. During the Due Diligence Period, theLessee at its sole cost and expense shall have a Phase I Environmental Site Assessment(“Phase I”) conducted according to ASTM standards to investigate the environmentalstatus of the Premises, and an Archeological Investigation of the Premises to determinepast uses of the Premises. Copies of the Phase I and the Archeological Investigationshall be delivered to the City in accordance with the provisions of Paragraph 42,NOTICE, for review by City.

17. LESSEE’S MAINTENANCE OBLIGATIONS: Lessee shall assume full responsibility forall maintenance, repair and reconstruction of the Improvements on the Premises. Lesseeshall provide the City with a Tower inspection report every two years, which has beenprepared signed and sealed by a structural engineer who is licensed, certified and registeredin the state of Florida as a professional engineer, on the anniversary date of the completionof the Tower. Lessee shall correct all deficiencies identified in the report immediately.Lessee shall assure that the Premises and improvements are maintained so as to meet allrequirements of any City, County, State, Federal and Federal Communications Commission(“FCC”) Laws and regulations applicable to the Premises, and shall have a duty to warn allpersons who enter on the Premises of any dangerous conditions thereon.

18. RETURN OF PREMISES ON EXPIRATION OR TERMINATION: Lessee shall, on orbefore the Expiration Date of this Lease, or its earlier termination of this Lease, remove all


Improvements, goods and effects of Lessee, repair any damage caused by such removal andsurrender and deliver up the Premises, in good order, condition and repair, ordinary wearand tear excepted. Any property not removed within thirty (30) days after the ExpirationDate or the date of earlier termination of this Lease, may, in the sole discretion of the City,be deemed to have been abandoned by Lessee, and may be retained or disposed of by City,as City shall desire. Lessee shall provide an environmental site assessment report showingno contamination of the Premises within sixty (60) days after the Expiration Date or earliertennination.

19. PROHIBITED USE: The Premises shall not be used for the manufacture or storage offlammable, explosive or hazardous substances, nor shall any occupation or other use beallowed which, in the sole discretion of the City, is deemed hazardous to persons or to thePremises or which will increase the City’s cost for insurance. The Premises shall not be usedfor the storage of flammable, explosive or Hazardous Substances, as hereinafter defined,except those used in conjunction with the Permitted Use that are to be stored in a locked andsequestered in a location and manner acceptable to the City. The Lessee shall provide theReal Estate and Property Management Department (“REPM”) and St. Petersburg Fire andRescue (“SPF&R”) with a listing of all Hazardous Substances, as hereinafter defined, to beused and stored on the Premises which are to be accompanied by the Manufacturers SafetyData Sheet (“MSDS”) for review and approval, at the City’s sole discretion, not less thantwenty (20) days prior to the commencement of the Term or Renewal Term. The Lesseeshall notify REPM and SPF&R of any new flammable, explosive or Hazardous Substances,as hereinafter defined to be used on the Premises not less than twenty (20) working daysprior to the anticipated delivery of the new substances to the Premises accompanied withthe MSDS for said new substances for review and approval, at the City’s sole discretion.

20. ENVIRONMENTAL COMPLIANCE:

20.1. The term “Hazardous Substances” shall mean all hazardous and toxic substances,wastes or materials, all pollutants or contaminants, asbestos, or other similar substances,and all raw materials containing such substances which are regulated under anyEnvironmental Laws (as defined below) and includes, but is not limited to, all petroleumbased substances such as gasoline and oil based products. As such, reference to“Hazardous Substances” is not limited to substances which necessarily are “hazardous ortoxic” but includes any substances regulated under any Environmental Laws whether ornot those substances are “hazardous or toxic”.

20.2. The term “Environmental Laws” means any and all federal, state, local, andmunicipal laws, rules, regulations, statutes, ordinances, and codes regulating, relating toor imposing liability or standards of conduct concerning, any Hazardous Substances orenvironmental protection or environmental health and safety, as now or may at any timehereafter be in effect, including without limitation: the Clean Water Act also known asthe Federal Water Pollution Control Act (“FWPCA”), 33 U.S.C. Section 1251 et seq.; theClean Air Act (“CAA”), 42 U.S.C. Section 7401 et seq.; the Federal Insecticide, Fungicide,and Rodenticide Act (“FIFRA”), 7 U.S.C. Section 136 et seq.; the Surface Mining Controland Reclamation Act (“SMCRA”), 30 U.S.C. Section 1201 et seq.; the Comprehensive


Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.s.c.Section 9601 et seq.; the Superfund Amendment and Reauthorization Act of 1986(“SARA’), Public Law 99-499, 100 Stat. 1613; the Emergency Plam’iing and CommunityRight to Know Act (“ECPCRKA’), 42 U.S.C. Section 11001 et seq.; the ResourceConservation and Recovery Act (“RCRA”), 42 U.S.C. Section 6901 et seq.; the ToxicSubstances Control Act, 15 U.S.C. § 2601 through 929 (“TSCA”); the Florida ResourceRecovery and Management Act, Section 403.701, et seq., Florida Statutes; the PollutantSpill Prevention and Control Act, Section 376.011-376.17 and 376.19-376.21, FloridaStatutes; and the Occupational Safety and Health Act, as amended (“OSHA’), 29 U.S.C.Section 655 and Section 657, and Chapters 376 and 403, Florida Statutes; together, in eachcase, with any amendment thereto.

20.3. The Lessee shall not use, store, generate, transport, dispose, release or dischargeany Hazardous Substances in or upon the Premises, or knowingly permit any subtenantsor other persons or entities occupying the Premises to engage in such activities in orupon the Premises. However, the foregoing provision shall not prohibit the use, storage,maintenance, transportation to and from or handling within the Premises of substancescustomarily used iii the operation of the Premises or subtenants’ business, provided: (i)such substances shall be used, stored, maintained, transported, handled and disposed ofonly in accordance with Environmental Laws, (ii) such substances shall not be releasedor discharged in or upon the Premises in violation of Environmental Laws, and (iii) forpurposes of removal and disposal of any such substances, Lessee shall be named as theowner and generator, obtain a waste generator identification number, and execute allpermit applications, manifests, waste characterization documents and any otherrequired forms.

20.4. The Lessee shall promptly notify City of: (i) any enforcement, cleanup or otherregulatory action taken or threatened by any governmental or regulatory authority withrespect to the presence of any Hazardous Substances in or upon the Premises or themigration thereof from or to other property, (ii) any demands or claims made orthreatened by any party relating to any loss or injury resulting from any HazardousSubstances in or upon the Premises, and (iii) any matters where City is required byEnvironmental Laws to give a notice to any governmental or regulatory authorityrespecting any Hazardous Substances in or upon the Premises. Lessee shall provide theCity with copies of all correspondence and documents concerning any of the abovematters.

20.5. If any Hazardous Substances are released, discharged, or disposed of by Lesseeor any other occupant of the Premises in violation of Environmental Laws, Lessee shallimmediately, properly and in compliance with Environmental Laws clean up andremove the Hazardous Substances from the Premises and any other affected property.Such cleanup and removal shall be at the Lessee’s sole expense. Lessee shall provide theCity with copies of all correspondence and documents concerning any such cleanup andremoval, including but not limited to the final approval of Lessee’s actions by anygovernmental or regulatory authority.


20.6. Lessee shall defend, pay on behalf of, indemnify and hold harmless City, itsofficers, directors, agents, or employees from and against all claims, damages, expenses(including reasonable attorneys’ fees), liabilities and all other obligations including,without limitation, third party claims for personal injury or real or personal propertydamage (collectively, “Environmental Claims”) arising from or connected with theviolation of any Environmental Laws by Lessee or other occupants of the Premisesexcept to the extent any of the foregoing Environmental Claims are attributable to theviolation of Environmental Laws by City, its officers, directors, agents or employees.

20.7. City shall be liable for Hazardous Materials in violation of Environmental Lawsfrom, to, at, in, on, or under the Premises or from use or operation of the Premises priorto the Commencement Date of this Lease, and City or any other City sublessees,licensees, employees, agents, representatives, contractors, or subcontractors shall notthereafter cause, through action or inaction, and if they cause they shall be liable for, anyHazardous Materials from, to, at, in, on, or under the Premises in violation of anyEnvironmental Law, and City or any other City sublessees, licensees, employees, agents,representatives, contractors, or subcontractors shall be liable for any and all HazardousMaterials not thereafter used, moved, or stored in conformity with all EnvironmentalLaws, ordinances of the City, and the National Fire Protection Association (‘NFPA’)Code, local fire codes and regulations as they may be amended from time to time.

21. RADON GAS: Radon is a naturally occurring radioactive gas that, when it hasaccumulated in a building in sufficient quantities, may present health risks to persons whoare exposed to it over time. Levels of Radon that exceed federal and state guidelines havebeen found in buildings in Florida. Additional information regarding Radon and Radontesting may be obtained from your county public health unit.

22. REPLACEMENT LOCATION: The City is under no obligation to locate or provide areplacement location under any circumstances, including but not limited to, substantialdamage to the existing improvements by fire, flood, hurricane, tornado, earthquake or otherform of natural disaster, or termination of this Lease.

23. IMPROVEMENTS TO PREMISES: Lessee shall not make or permit to be made anyImprovements without, in each case, first obtaining the written approval of the City. Lesseeshall make Improvements at its sole cost and expense. Lessee shall provide three signedoriginal sets of all plans and specifications (“Plans”) for any Improvements to beconstructed,. The Plans shall be prepared and signed and sealed by a professional engineer,licensed and registered by the state of Florida. The Plans shall be submitted, reviewed andapproved, in accordance with the procedure set forth in Paragraph 12, CITYADMINISTRATIVE AND REGULATORY APPROVAL OF SITE PLAN prior to thecommencement of construction or installation of said Improvements. Lessee shall complywith the requirements of Paragraph 13, PAYMENT AND PERFORMANCE BOND for theconstruction of any Improvements. Lessee shall deliver three (3) original signed and sealedsets of all “As Built” plans to the City within thirty (30) days after completion of saidconstruction or installation.


24. LIFE SAFETY ISSUES: If, at any time during the Term, or any Renewal Term, the Cityreasonably believes that a situation exists on the Premises that imposes an immediate threatof bodily harm or death to any users or occupants of the Premises or adjacent property(“Life Safety Issues”), City shall have an immediate right, but not the duty, to correct theLife Safety Issue and the reasonable costs and expenses incurred by City in correcting theLife Safety Issue shall be due and payable to City by Lessee as Additional Rent.

25. SUBSTANTIAL DAMAGE: If the Premises are damaged substantially by fire, flood orother cause so as to render the Premises untenable, either party may terminate this Leasewithout further liability other than those liabilities existing at termination.

26. CONDEMNATION:

26.1. Lease Termination If, during the Term, or any Renewal Term, and subject tothe rights of the affected Residents, the whole of the Premises are condemned or taken inany manner for public use, or if a portion of the Premises are condemned or taken in anymanner or degree to an extent that the Premises are not suitable, as determined byLessee and City in their reasonable discretion, for the Intended Use, then, in either event,Lessee or City may elect to terminate this Lease as of the date of the vesting of title in thecondemning authority. As used in this Lease, a condemnation or taking includes a deedgiven or transfer made in lieu thereof.

26.2. Award Any award received as a result of any condemnation actionagainst any part of the Premises shall first be applied to the portion of the condemnationaward attributable to the City’s interest in the part of the Premises taken, and then to theLessee for that portion of the condemnation award attributable to the loss of Lessee’sleasehold in the Premises, the Improvements, its business losses, and its relocation costs.

27. RIGHT OF ENTRY: The City shall have the right, at all reasonable times, to enter andinspect the Premises as the City may reasonably desire.

28. INDEMNIFICATION:

28.1. The Lessee shall defend at its expense, pay on behalf of, hold harmless andindemnify the City, its officers, employees, agents, invitees, elected and appointedofficials and volunteers (collectively, “Indemnified Parties”) from and against any andall claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses anddamages (whether or not a lawsuit is filed) including, but not limited to, costs, expensesand attorneys’ fees at trial and on appeal (collectively, “Claims”) for damage to propertyor bodily or personal injuries, including death at any time resulting there from,sustained by any person or persons, which damage or injuries are alleged or claimed tohave arisen out of or in connection with, in whole or in part, directly or indirectly:

28.1.1. The ownership, occupancy or use of the Premises by the City or Lessee.

28.1.2. The performance of this Lease (including future changes and amendments


thereto) by Lessee, its employees, agents, representatives, contractors,subcontractors or volunteers, including but not limited to the Lessee’s duty tomaintain and warn of dangerous conditions set forth in Paragraph 17, LESSEEMAINTENAINCE OBLIGATIONS, of this Lease;

28.1.3. The failure of Lessee, its employees, agents, representatives, contractors,subcontractors or volunteers to comply and conform with any applicable law,statute, ordinance or regulation now or hereinafter in force, including, but notlimited to violations of the Americans with Disabilities Act of 1990 (“ADA”) andany current or future amendments thereto; or

28.1.4. Any negligent, reckless or intentional act or omission of the Lessee, itsemployees, agents, representatives, contractors, subcontractors or volunteers,whether or not such negligence is claimed to be either solely that of the Lessee, itsemployees, agents, representatives, contractors, subcontractors or volunteers or tobe in conjunction with the claimed negligence of others, including that of any of theIndemnified Parties.

28.2. The purchase of insurance coverage required by this Lease, or otherwise, shallnot relieve Lessee from the requirements of this paragraph.

29. INSURANCE: Commencing on the first day of the Term and continuing for the durationof the Term and any Renewal Term, Lessee shall maintain insurance in accordance with thisparagraph. All of the insurance required under this paragraph, shall be effected underenforceable policies issued by insurers licensed to do business in the State of Florida,recognized by the State Insurance Department and be rated ‘A-” or better by a rating agencysuch as A.M. Best or its equivalent. Such policy or policies shall include products-completed operations and contractual liability coverage or endorsements shall have thefollowing minimum limits:

29.1. Lessee Obligation. The Lessee, as of the commencement of the Due DiligencePeriod, shall, from that time until the expiration or earlier termination of this Lease,maintain at Lessee’s cost, the following insurance for the leased Premises and whereapplicable the leasehold improvements:

29.1.1. Commercial General Liability: A Commercial General Liability InsurancePolicy protecting the City against all claims or demands that may arise or beclaimed on account of Lessee’s use of the Premises in an amount of at least$1,000,000 for injuries to persons in one accident and $2,000,000 general aggregate,$1,000,000 for injuries to any one person, $1,000,000 for damages to property; and$5,000 medical. Commercial General Liability limits may, from time to time, beadjusted at the discretion of the City to reflect the then current, generallyacceptable policy limits.

29.1.2. Fire Legal Liability with limit of $1,000,000.

29.1.3. Commercial Automobile Liability with $1,000,000 Combined Single Limit.


29.1.4. Worker’s Compensation! Employer’s Liability: Workers’ CompensationInsurance in compliance with the laws of the State of Florida. Employers Liabilitycoverage with minimum limits of $100,000 each accident, $100,000 each employeeand $500,000 policy limit for disease.

29.1.5. Personal Property: Lessee shall be responsible for securing, at its ownexpense, whatever insurance coverage it may desire on the contents of andImprovements to the Premises and other personal property located on thePremises.

29.1.6. Business Interruption Insurance: Lessee shall provide for BusinessInterruption Insurance insuring that all sums payable under this Lease, includingbut not limited to Rent and Additional Rent shall be paid to City if theImprovements are destroyed by a risk which is insurable under a standard policyof fire and extended coverage insurance with vandalism and malicious mischiefendorsements.

29.2. City as Additional Insured: All of the insurance required under this paragraphof this Lease, shall be effected unider enforceable policies issued by insurers licensed todo business in the State of Florida and be rated “A-” or better by a rating agency such asA.M. Best or its equivalent. All policies except Worker’s Compensation policies, shallname the City as additional insured, be in occurrence form, provide contractual liabilitycovering the liability assumed in this Lease and shall not exclude any activity that wouldnormally be associated with use of the Premises without the prior written consent of theCity which may be withheld by the City at its sole discretion. All policies shall providethat they shall not be subject to cancellation or material change, which affect City, exceptupon at least thirty (30) days prior written notice to City at the address set forth inParagraph 42 NOTICE of this Lease.

29.3. Lessee Reporting Requirement: Lessee shall provide City with executedcertificates of all insurance required by this Lease, including but not limited to anyendorsements, enhancements and exclusions, together with satisfactory evidence of thepayment of the premiums thereon prior to the Commencement Date and Lessee shallmaintain current certificates of insurance on file with City at all times during the Term orany Renewal Term. Lessee shall deliver to the City a certificate showing renewal ofcoverage not less than thirty (30) days prior to expiration of the term of such policies.The Lessee shall provide copies of any of the required policies to the City on demand.

29.4. Failure of Lessee to Provide Insurance: If Lessee fails to furnish certificatesshowing policies paid in full as provided in this Lease, the City may, after written noticeto Lessee and failure of Lessee to provide the certificate within ten (10) days of suchnotice, obtain the insurance, and the premiums on that insurance shall be deemedAdditional Rent to be paid by the Lessee.

29.5. Notice of Claim: Lessee shall give prompt notice to City in case of fire oraccidents or other casualties on or about the Premises.


30. LIENS:

30.1. Lessee shall never, under arty circumstances, have the power to subject thePremises to any mechanics or materialman’s lien or other lien of any kind.

30.2. The City shall have a lien against all goods, equipment, furniture and otherpersonal property of Lessee kept on the Premises at any time during the Term, in theaggregate amount of all rent, damages and the sums that may at any time be owed bythe Lessee to the City under this Lease. The City, in the event of any default by theLessee, may foreclose the lien. In that event, Lessee shall be obligated for all court costsand reasonable attorney(s) fee(s).

30.3. The construction of all Improvements on the Premises shall be in accordancewith Paragraph 23, IMPROVEMENTS TO PREMISES and shall be in compliance with allapplicable laws and regulations. Lessee shall promptly pay all bills for labor andmaterials furnished at the time they become due and payable. Lessee, as a conditionprecedent to payment of a progress payment, shall require its general contractor toobtain and deliver to the City receipts of payment and waivers from all subcontractorsand suppliers.

30.4. Lessee shall defend and hold harmless the City from any and all claim ordemand including reasonable attorney’s fees on the part of any person, firm, orcorporation performing labor or furnishing materials in connection with the constructionof any improvements on the Premises.

30.5. Lessee shall not engage in arty financing or any other transactions creating anymortgages, mechanic’s or materialmen’s liens or any other encumbrances or liens orclaims of any kind upon the Premises or this Lease.

30.6. All persons, and business entities performing labor or furnishing materials inconnection with the construction of any Improvements on the Premises will look only toLessee for payment, and no lien or claim shall be allowed to attach the Premises. In theevent that Lessee shall fail and refuse to pay and discharge any amount of money thatmay be due for labor performed in connection with the construction of Improvements tothe Premises, and such nonpayment shall continue for a period of ninety (90) days afterthe City shall have given Lessee notice of such default, the City may, at its option declarethis Lease terminated. Provided, however, Lessee shall have the right in accordancewith Florida Statutes to post a surety bond, and have any such lien transferred to saidbond and such action by Lessee shall cure the default and City shall have no right oftermination. Upon termination of the Lease by reason of such default, all Improvementsplaced on the Premises by Lessee shall become the property of the City and Lessee shallhave no further right, title or interest therein, and the City shall have the full right,power and authority to enter upon the Premises and take possession of theImprovements. In such event, Lessee shall not be entitled to compensation for theImprovements.


31. DEFAULT:

31.1. Default by Lessee:

31.1.1. Events of Default: Subject to Lessee’s right to notice and opportunity to curespecified in subsection two (2) of this paragraph, Lessee shall be deemed to be indefault of its obligations under this Lease upon the occurrence of any of thefollowing:

31.1.1.1. Lessees failure to pay Rent or any other sums due under this Lease;

31.1.1.2. Lessee’s failure to perform any material covenant, promise or obligationcontained in this Lease;

31.1.1.3. The appointment of a receiver or trustee for all or substantially all ofLessees assets;

31.1.1.4. Lessee’s voluntarily petition for relief under, any bankruptcy orinsolvency law;

31.1.1.5. The sale of Lessee’s interest under this Lease by execution or other legalprocess;

31.1.1.6. The seizure, sequestration or impounding by virtue or under authority ofany legal proceeding of all or substantially all of the personal property orfixtures of Lessee used in or incident to the operation of the Premises;

31.1.1.7. Lessees making an assignment of its assets for the benefit of creditors;

31.1.1.8. Any sale, transfer, assignment, subleasing, concession, license, or otherdisposition prohibited under Paragraph 35, ASSIGNMENT AND SUBLEASE;or

31.1.1.9. Lessee doing or permitting to be done anything that creates a lien uponthe Premises and shall fail to obtain the release of any such lien or bond offany such lien as required herein.

31.1.1.10. Lessee abandons the Premises.

31.1.2. Notice; Right to Cure: Lessee shall only be deemed in default of this Leaseupon the Lessees failure to pay rent or any other monetary sum within ten (10)days after it is due, or thirty (30) days after receipt of notice from the City of adefault of any other provision of this Lease, or if such default can not be reasonablycured within such thirty (30) day period, then within such additional time up tosixty (60) days as is reasonably necessary provided that the Lessee is continuouslyand in good faith proceeds to cure such default.

31.1.3. City’s Remedies: In the event of a Default that is not cured in the time


periods set forth above, the City shall have the right, but not the obligation, toterminate this Lease and immediately take possession of the Premises and theDevelopment improvements without further notice to Lessee or any other personor entity including but not limited to any contractor, sublessee, assignee, transferee,or trustee. The City’s right to terminate is in addition to any other remedy that theCity may have in law or in equity including but not limited to, the right to seekinjunctive relief, all of which shall be cumulative.

31.1.4. No Waiver: The exercise by City of any right or remedy to collect rent orenforce its rights under this Lease shall not constitute a waiver of, or preclude theexercise of, any other right or remedy afforded City by this Lease or by statute orlaw. The failure of City in one or more instances to insist on strict performance orcompliance with one or more of the covenants or conditions of this Lease, or toexercise any remedy, privilege or option conferred by this Lease on or reserved toCity, shall not operate or be construed as relinquishment or future waiver of thecovenant or condition or the right to enforce it or to exercise that privilege, optionor remedy, but that right shall continue in full force and effect. The receipt by Cityof rent, or any other payment or part of payment required to be made by Lessee,shall not act to waive any other Rent or Additional Rent payment then due. Norshall receipt, though with the knowledge of the breach of any covenant orcondition of this Lease, operate as or be deemed to be a waiver of that default, andno waiver by City of any of the provisions of this Lease or any of City’s rights,remedies, privileges, or options under this Lease shall be deemed to have beenmade, unless made by City in writing. No surrender of the Premises for theremainder of the Term shall be valid, unless accepted by City in writing.

31.2. Default by City:

31.2.1. Events of Default: City shall be in default under this Lease if City fails toperform any of its obligations or breaches any of its covenants contained in thisLease and said default continues for a period of thirty (30) days after receipt ofwritten notice of such default from Lessee, or if such default can not be reasonablycured within such thirty (30) day period, then within such additional time up tosixty (60) days as is reasonably necessary provided that the City continuously andin good faith proceeds to cure such default.

31.2.2. Lessee’s Remedies: Upon City’s default hereunder Lessee may exercise allremedies available at law or in equity. All such remedies shall be cumulative andnon-exclusive.

32. ACCESS BY LESSEE: The Lessee shall access the Premises from Sixty Second (62’’)Avenue Northeast only and shall not at any time access the Premises through the NortheastTreatment Plant property. The City shall maintain Lessee’s ingress and egress to and fromthe Premises uninterrupted at the level presently provided, except as otherwise set forth inthis Lease. The present level of ingress and egress recognizes the fact that there are at timestemporary suspensions of ingress and egress for construction projects or City co-sponsored


or authorized special events. The number and duration of such interruptions shall bedetermined by the City in its sole and absolute discretion.

33. EMERGENCY VACATION OF PREMISES: In the event the City notifies Lessee that acondition exists, or will exist, that may create a hazard to humans on the Premises, Lesseeshall immediately cause the Premises to be vacated by all humans and shall insure that nohumans enter onto the Premises until such time as the City shall inform the Lessee thatthere is no longer a threat to humans on the Premises. Nothing contained herein shall bedeemed to create a duty for the City to issue any such notifications. Neither Lessee, noranyone else utilizing the Premises, shall be entitled to any compensation for any lossesresulting from the City’s actions under this paragraph.

34. SUBLETTING BY LESSEE: The Parties acknowledge that Lessee is constructing theTower to accommodate more than one telecommunications carrier and that there is anadditional cost of designing and constructing the Tower to accommodate multiple carriers.Lessee may sublet antenna or microwave dish space on the Tower, and ground space in thePremises, ancillary to Tower space subleases, to telecommunications carriers, without theCity’s prior written consent. Lessee shall provide the City with fully executed copies of allsubleases, at least thirty (30) days prior to the commencement date of said subleases. IfLessee sublets any portion of the Tower or Premises to any other telecommunicationscarrier(s), any lump sum payments or rental payments made by such telecommunicationscarrier(s) shall be shared in the following manner: i) lump sum payments up to thirtythousand ($30,000.00) dollars shall be split between the City and Lessee on a 30/70 basis; ii)lump sum payments in excess of thirty thousand ($30,000.00) dollars shall be split on a 40/60basis between the City and Lessee; iii) sublet rent payments shall be split on a 40/60 basisbetween the City and Lessee.

35. ASSIGNMENT OF LEASE BY LESSEE:

35.1. City Consent to Assignment: Lessee may not delegate performance underthis Lease, nor assign this Lease or any rights under this Lease without the prior writtenconsent of the City of St. Petersburg City Council (‘City Council”) which shall begranted or withheld in the City Council’s sole and absolute discretion. Any suchpurported delegation or assignment without the City Council’s consent shall be null andvoid and shall constitute a material default of this Lease. Any purported involuntaryassignment or transfer of this Lease or transfer by operation of law, whether bybankruptcy or insolvency, merger (whether as the surviving or disappearing entity),consolidation, dissolution, reorganization, transfer of the Lessee or controlling interest ofthe Lessee, or court order effectuating such assignment or transfer, or any other method,shall be null and void and shall constitute a material default of this Lease unless suchunderlying transaction is approved by the City Council which approval shall be in thesole and absolute discretion of the City Council. If the City Council consents to anassignment, the assignee shall:

35.1.1. Agree in writing to be bound by all of the terms and conditions contained in thisLease.


35.1.2. Assume all rights and obligations of Lessee under this Lease.

35.1.3. Deliver to City an assumption agreement in a form reasonably satisfactory toCity within sixty (60) days prior to the effective date of such assignment.

35.2. Subsequent Assignment: City Councils consent to any one assignment shallnot act as a waiver of the requirements of consent with respect to any subsequentassignment.

35.3. Assignment and Release: No assignment shall release the assignor of anyobligation under this Lease. Each assignee, by assuming that status shall becomeobligated to perform all terms, provisions and conditions set forth and described in thisLease to be performed by Lessee.

36. ASSIGNMENT OF LEASE BY CITY: City shall have the right to assign its interest in thisLease in conjunction with the sale or other disposition of the Premises. If City, or anysubsequent owner of the Premises, sells, transfers, or assigns the Premises, its liability for itsperformance under this Lease shall end on the date of the sale, transfer, or assignment of thePremises, and Lessee shall look solely to the purchaser, transferee, or assignee for theperformance of this Lease.

37. NON-APPROPRIATION: The obligation of the City to fund any expendituresrequired by this Lease shall be limited to an obligation in any given year to budget,appropriate arid pay from legally available funds, after monies for essential City serviceshave been budgeted and appropriated, sufficient monies for the funding of anyexpenditures that are due during that year. Notwithstanding the foregoing, the City shallnot be prohibited from pledging any legally available non-advalorem revenues for anyobligations heretofore or hereafter incurred, which pledge shall be prior and superior to anyobligation of the City pursuant to this Lease.

38. FORCE MAJEURE: If Lessee is delayed or hindered in or prevented from theperformance required hereunder by reason of material shortages, strikes, lockouts, labortroubles, failure of power, riots, insurrection, war, acts of God, or other reason of like natureand not the fault of Lessee (‘Permitted Delay’), Lessee shall be excused for the period oftime equivalent to the delay caused by such Permitted Delay. Notwithstanding theforegoing, any extension of time for a Permitted Delay shall be conditioned upon Lesseeseeking an extension of time by delivering written notice of such Permitted Delay to Citywithin ten (10) days of the event causing the Permitted Delay. The maximum period of timethat the Lessee may delay any act or performance of work due to a Permitted Delay shallnot exceed one hundred and eighty (180) days from the event causing the Permitted Delay.

39. CERTIFICATE OF GOOD STANDING: The Lessee shall annually provide City withevidence that it is a duly organized and active

_______.

The Lessee, shall maintain itsregistered status and shall annually provide City with evidence that the

__________

is stillactive and has complied with all the legal requirements to remain duly and legallyorganized to operate within the State of Florida.


40. CURRENT OFFICERS: Lessee shall provide City iii writing, during the Term, with thename, title, address and telephone number of all of the Lessee’s officers, including but notlimited to Managers and Managing Members, within thirty (30) calendar days of theirelection or appointment to office. Should any officers reside at more than one residence,both addresses and telephone numbers shall be supplied to City.

41. SUCCESSORS AND ASSIGNS:This Lease shall bind the City and Lessee and theirrespective successors or assigns.

42. NOTICE: All notices, requests, demands, or other communications hereunder shall be inwriting and shall be deemed to have been served as of the delivery date appearing upon thereturn receipt if sent by certified mail, postage prepaid with return receipt requested, at theaddress listed below, or upon the actual date of delivery, if hand delivered to the addressbelow. Either party may change the below-listed address at which it receives writtennotices by providing notice of such change to the other party in accordance with thisparagraph.

To the City: To Lessee:

City of St. PetersburgReal Estate & Property Management DepartmentPost Office Box 2842Saint Petersburg, Florida 33731-2824Ph. (727) 893-7500 Fax (727) 892-5465

With copy to: With copy to:

Refer to Real Estate & Property Management Lease File No.: L-1O8O when making anyinquiries to the City concerning this Sublease.

43. RELATIONSHIP BETWEEN PARTIES:The relationship between the Parties is that ofLandlord and Tenant.

44. COMPLIANCE WITH REGULATIONS: The Lessee will obtain, at its own cost andexpense, all required and necessary licenses and permits and comply with all laws andregulations of the United States of America, including but not limited to FederalCommunications Commission (“FCC”), and the Federal Aviation Authority (“FAA”), theState of Florida, County of Pinellas, and the City of St. Petersburg, Florida, as may pertain toits use of the Premises. Copies of all Licenses and permits shall provide to the City withinfifteen (15) working days of receipt of same by Lessee.


45. APPLICABLE LAW, VENUE AND JURISDICTION: This Lease shall be governed by andbe interpreted in accordance with the laws of the State of Florida. Venue for state courtactions shall be in Pinellas County, St. Petersburg Division. Venue for federal court shall bein the Middle District of Florida, Tampa Division, unless a division is created in St.Petersburg or Pinellas County, in which case the action shall be brought in that division.Each party waives any defense of improper or inconvenient venue as to either court andconsents to personal jurisdiction in either court.

46. SEVERABILITY: Should any section or arty part of any section of this Lease be renderedvoid, invalid, or unenforceable by arty court of law, for any reason, such determination shall

not render void, invalid, or unenforceable any other section or any part of any section in thisLease.

47. NON-DISCRIMINATION: The Lessee shall not illegally discriminate against anyone,in the use of the Premises.

48. HEADINGS: The section headings are inserted herein for convenience and referenceonly, and in no way define, limit or otherwise describe the scope or intent of any provisionshereof.

49. ENTIRE AGREEMENT: This Lease, including attachments hereto, if any, constitutes theentire agreement between the City and Lessee. No change will be valid, unless made bysupplemental written agreement, executed and approved by the Parties.

50. RECORDABILITY: This Lease shall not be recorded in the public records by eitherparty. Following the execution of this Lease, either party, at its sole cost and expense, shallbe entitled to file a Memorandum of Lease in the Public Records of Pinellas County, Florida.

51. NO THIRD PARTY BENEFICIARIES: Persons or entities not a party to this Lease may notclaim any benefit hereunder or as third party beneficiaries hereto.

52. TIME: Time is of the essence in this Lease. Unless otherwise set forth in this Lease, timeperiods herein shall not include Saturdays, Sundays, and state and national legal holidays,and any time period provided for herein shall end at 5.00 p.m. local time.

53. CITY AS A MUNICIPAL CORPORATION: Nothing contained in this Lease shall beinterpreted to require the City to take any action or refrain from taking any action in itscapacity as a municipal corporation, including but not limited to the exercise of its policeand taxing powers.

54. APPROVAL: This Lease is subject to approval by the Mayor or his Designee, (or Mayorand City Council) as the City policies and procedures require.

55. NO CONSTRUCTION AGAINST PREPARER OF LEASE: This Lease has been preparedby the City and reviewed by the Lessee and its professional advisors. The City, Lessee andLessee’s professional advisors believe that this Lease expresses their agreement and that it

Cell Tower - RfP - 62nd Avenue Northeast - V2c Page 46 of 69

should not be interpreted in favor of either the City or Lessee or against the City or Lesseemerely because of their efforts in preparing it.

56. DUE AUTHORITY: Each party to this Lease represents and warrants to the other partythat:

56.1. it is duly organized, qualified and existing entities under the laws of the State ofFlorida, and

56.2. all appropriate authority exists so as to duly authorize the persons executing thisLease to so execute the same and fully bind the party(ies) on whose behalf they areexecuting.

57. AMERICANS WITH DISABILITIES ACT OF 1990: Lessee assumes all responsibility,including but not limited to, financial, construction and physical modification costs,provision of auxiliary aids, services and legal costs, for ensuring compliance with all aspectsof the Americans with Disabilities Act of 1990(”ADA”) and any amendments thereto,including, but not limited to Title II, Structural and Title III, Programmatic AccessibilityStandards as well as any future additions.

58. CITY EOUIPMENT: In the event that the City requests use of the Tower in support ofCity operations, Lessee shall permit the City to utilize said space at no cost or charge to theCity.

58.1. The City shall be responsible for the cost of all City owned equipment installedon the tower or at the tower site, its installation arid maintenance.

58.2. All City equipment must meet Federal Communication Commissionrequirements.

58.3. The City shall be responsible for the cost of all signal interference testingrequired for the installation any equipment owned, operated or provided for the sole useof the City.

59. SECURITY:

59.1. Security of Premises: Lessee at its sole cost and expense shall provide allsecurity for the Premises. Lessee’s officers, employees, agents, and guests shall complywith all City security requirements, which shall be established at the sole and absolutediscretion of the City.

59.2. Security of Water Resource Operations: Lessee at its sole cost and expenseshall ensure that the integrity of the electronic and operational systems of the WaterResources Department, including but not limited to the SCADA system are notcompromised.

60. NEIGHBORHOOD ASSOCIATION APPROVAL: Lessee shall be required to obtain


the written approval of all Neighborhood Associations which are located within a radius of(ten) 10 times the tower height from the boundary of the parent tract of the Premises.

61. CITY CONSENT AND ACTION:

61.1. Consent: For the purposes of this Agreement, any required written consent,permission, approval or agreement by the City means the approval of the Mayor or hisdesignee unless otherwise set forth herein (‘Consent) and such Consent shall be inaddition to any and all permits and other licenses required by law or this Agreement.

61.2. Action: For the purposes of this Agreement any right of the City to takeany action permitted, allowed or required by this Agreement, may be exercised by theMayor or his designee, unless otherwise set forth herein.

62. LANDSCAPING OF THE PREMISES: Lessee shall landscape the Premises in a mannerconsistent with the native vegetation of the surrounding area.

63. EMERGENCY CONTACTSFOR THE LESSEE: Lessee shall provide REPM andSPF&R with the name, cellular communication device number and address (“ContactInformation”) for the person designated to be the local designee and local alternate to becontacted 24/7 in the event of an emergency on the Premises. In the event that the Lesseeshall elect to select a new designee or alternate, they shall provide the REPM and SPF&Rwith the Contact Information for the newly appointed designee or alternate.

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK[Signature Pages and Exhibits to Follow]

Cell Tower RFP - 62nd Avenue Northeast - V2c Page 48 of 69

IN WITNESS WHEREOF, the parties to this Agreement have set their hands and sealsas of the date(s) specified hereinafter.

WITNESSES: (as to City) CITY OF ST. PETERSBURG, FLORIDA

By:Witness Signature Tish Elston

As its, 1st Deputy Mayor/City Administrator

Typed Printed or Stamped name

________________________________

ATTEST:Witness Signature

Typed Printed or Stamped name Eva Aridujar, City Clerk

(Affix Corporate Seal)

REVIEWED: REVIEWED AND APPROVED:

Bruce Grimes, Director George B. Cassady, DirectorReal Estate & Property Management Water Resources

RISK MANAGEMENT APPROVAL

Cathryn J. Bernoskie, ARM, CPPTRisk Manager

APPROVED AS TO CONTENT: APPROVED AS TO FORM:

City Attorney or Designee City Attorney or Designee

By: By:Assistant City Attorney Assistant City Attorney

Legal: 00093761.doc v. 3PR’iRi


.ANFAfti1LF,4SF ILI N.

WITNESSES: (as to Lessee) LESSEE:

By:

Witness Signature

Typed or printed name and title of the

person signing for the Lessee

Typed Printed or Stamped name

______________________________

ATTEST:Witness Signature

By:Typed Printed or Stamped name

Typed Printed or Stamped name and title of

person attesting

(Affix Corporate Seal)


EXHIBIT “A”(Legal Description of the Premises — to be inserted prior to the Commencement Date)


EXHIBIT “B”(Survey of the Premises — to be inserted prior to the Commencement Date)


APPENDIX “C”

(i\4ethod of Calculating the Annual Adjustment to Rent)

The adjusted new rate, if applicable, shall take effect on the first of the month following theanniversary of the Commencement Date.

CPI ADJUSTMENT: Rent shall be adjusted annually by the City on each anniversary of theCommencement Date (‘Adjustment Date”) by taking the then current Rent and (1) multiplying

it by the then published monthly Official Consumer Price Index (U.S. City Averages, All Items,1982-84 equals 100) published by the Bureau of Labor Statistics, U.S. Department of Labor(“CPI”), then (ii) divide the product by the CPI published at time of the previous adjustment or,in the case of the first adjustment, the CPI in effect at the time the lease was approved by CityCouncil, and (iii) round the quotient up to the nearest whole dollar. The rounded quotient shallbe the monthly Rent for the twelve (12) months following the Adjustment Date. However, in noevent shall the adjustment be greater than 31/2 in any one adjustment. Notwithstanding theforegoing, under no circumstances shall the Base Rent be adjusted downward.

CHANGE OF INDEX: In the event the Bureau of Labor Statistics should cease to publishsaid Index in its present form and calculated on the present basis, the City shall have the right tochoose a similar index or an index reflecting similar changes in the cost of living.


APPENDIX “D”

(Application for a Special Exception & Site Plan Review the Development Review Commission)


City of St. Petersburg

________

Development Semicos

APPLICATION FOR SPECIAL EXCEPTION

_____

AND SITE PLAN REVIEW BY THE

st.petersburg DEVELOPMENT REVIEW COMMISSION

wwwstpote - org

NOTE: All applications are to be filled out completely and correctly and submitted in person (no fax or deliveries) to theZoning Division by the scheduled deadline date. It is necessary for the applicant (or person authorized to speak for theapplicant) to be at the meeting. )j revisions to the Site Plan will be processed later than 14 days prior to therneASng.

NOTE: IT IS INCUMBENT UPON THE APPLICANT TO SUBMIT CORRECT INFORMATION. ANY MISLEADING,DECEPTIVE, INCOMPLETE OR INCORRECT INFOR,MATION MAY INVALIDATE YOUR APPROVAL.

APPLICATION NO. SE-

___________

Plot Sheet No.

___________Zone

Date_____________

APPLICANT (Title Holder)

____________________________________________________________________

Address

__________________________________________________

ZIP

_____________

Phone

Representative

Address_______________________________________________ ZIP Phone

_______________

Architect/Engineer

Address

_______________________________________________

ZIP Phone

When Title Obtained

Legal Description

PIN Number(s) [County]:

General Location (Address):

_____________________________________________________________________

Dote of Public Heoring:

_________________

lIT IS NkECESSARY FOR APPLICANT AND/OR REPRESENTATIVE TO BE AT HEALING.)

The applicant, by filing this application agrees he/she will comply with all requirements of SedIon 1670040.1.4 & 16.70040.1.5of the Land Development Regulations. TWELVE SITE PLANS ARE TO BE A1TACHED. PLEASE NOTE: A TREE SURVEY FOR ALLTREES OVER 2” D.8.H, ON SITE MAY BE REQUIRED IF DEEMED APPLICABLE BY STAFF: CHECK WITH STAFF.

Fee for Special Exception Application (including Site Plan Review): $ 900.00Fee for Each Related Variance: )Tach Variance) 75.00Fee for Modification to Previously Approved Site Plan: 200.00Concurrency Fee: 25.00

Receipt do.

________________________________________________

Signature

_______________________________________________

Title Holder/Owner

REQUEST: (Explain proposal in deigil, use back of sheet if necessary)

If VARIANCE)SI is (arel requested, list all Variances here, and WRITE A SEPARATE VARIANCE HARDSHIP JUSTIFICATION 01.1 ASEPARATE SHEET. MERELY LIST VARIAt’ICE CATEGORIES BELOW:

2)

3)

City of St. Petersburg, EQ. Box 2842, St. Petersburg 33713 1727)893-7471

Page 55 of 69

City of St. Petersburg

______

— Development Services

_____

Development Review

st.petersbur Commission Applicationwww.stpete.org Data Sheet

Please INSURE the following information is filled out, in its ENTIRETY FAILURE TO COMPLETE THIS FORM WILLRESULT IN A DEFERRAL OF YOUR APPLICATION. RETURN this form WITH your plan and application to

__________________________________

Development Review Services Division, One Fourth Street North, St. Petersburg,Florida 33701; (727)893-7471.

[SEE ZONING DISTRICT REGULATIONS FOR CODE REQUIREMENTS]Project File Number

1) ZONE:

2) EXISTING USE (currently existing on site):

3) PROPOSED USE (existing + proposed, if different):

4) SITE AREA: sq. ft.;

____________

acres

5) VARIANCE(51 REQUESTED (Iist)

6) GROSS FLOOR AREA (total sq. ft. buildings):

Existing: sq. ft.

Proposed: sq. ft.

Permitted: sq. ft.

7) FLOOR AREA RATIO (total sq. ft. buildings divided by the total sq. ft. of entire site):

Existing:

Proposed:

Maximum Permitted:

_______________

8) BUILDING COVERAGE (1’ floor sq. ft. of building):*

Existing: sq. ft. = ( % of site)

Proposed: sq. ft. = (

________

% of site)

Maximum Permitted: sq. ft. = (_______% of site)

* Building coverage + paving + green space = 100% of site


Development Review Commission Data Sheet (continued)

9) OPEN GREEN SPACE (include all green space on site; do not include any paved areas):


Proposed: - sq. ft. = ( % of site)

10) INTERIOR OPEN GREEN SPACE OF THE VEHICULAR AREA (green space within parking lot and interiorof site; do not include perimeter landscaping):

Existing: sq. ft. ( % of vehicular area)

Proposed: sq. ft. ( % of vehicular area)

Ii) PAVING COVERAGE (including sidewalks [interior), DO NOT include buildings):

Existing: sq. ft. ( % of site)

Proposed: sq. ft. = ( % of site)

12) IMPERVIOUS SURFACE (total sq. ft. paving, walks and other hard surfaced areas, plus building coverage):


Proposed: sq. ft. ( % of site)

Maximum Permitted: sq. ft. % of site)

13) DENSITY Units per:

sq. ft. oracr p# of eIoe i# of dients (C. R.!Home)

Existing: Existing: Existing:

Proposed: Proposed: Proposed:

Maximum Permitted:

14a) PARKING SPACES: 141,) BICYCLE PARKING:

Existing: (includes handicapped) Existing: =% of vehicular parking

Proposed: (includes handicapped) Proposed: =% of vehicular parking

Mm. Req.: _(includes handicapped) Mm. Req.: =% of vehicular parking

* Building coverage + paving + green space = 100% of site

-2-


Development Review Commission Data Sh..t (continued)

15) BUILDING HEIGHT:

Existing:

____________________

ft. ( stories)

Proposed:

________________

ft. ( stories)

Maximum Permitted:

___________

ft. ( stories)

1 5a) Does the height of the project exceed height requirements of either the City or County Airport Zoning Ordinance?DYes DNa

1 Sb) Will the height of construction equipment (crones, pile drivers, etc.) exceed height requirements of City or CountyAirport Zoning Ordinance? DYes UNo

16) How much of the site is the proposal altering/changing? sq. ft.Note: See Drainage Ordinance for definition/clarification of alteration)

If yes, be aware that this triggers Drainage Ordinance compliance. Please submit drainage calculations to theEngineering Deparfrnent for review at your eadiesl convenience. The DRC must approve all Drainage OrdinanceVariances.

1 7a) ONE HUNDRED YEAR FLOOD PLAIN (where applicable; specify reference datum):

Flood zone: (panel numberJ

Existing lowest floor elevation:

__________________

ft.

Proposed lowest floor elevation:

___________________

ft.

Required lowest floor elevation:

___________________

ft.

1 7b) HURRICANE VULNERABILITY ZONE? DYes U No

Coastal High Hazard Zone? DYes C No

Hurricane Evacuation Zone? DYes U No; what zone_________________

18) PRESERVATION AREAS (where applicable):

Total: sq. ft. —

________

acres

Maximum developable area permitted, 10% preservation area: sq. ft.

Proposed area being developed, altered or improved: sq. ft. = % of site

19) HISTORIC OR ARCHAEOLOGICAL RESOURCE on site or within 200 ft.? DYes C No

‘Building coverage + paving + green space = 100% of site

-3-


Development Review Commission Data Sheet (continued)

20) LEVELS OF SERVICE on aH abutting roadways:

Name of Roadway Level of Service

21) WHAT IS THE ESTIMATE OF THE TOTAL VALUE OF THE PROJECT UPON COMPLETION?$

______________________

22) Does the site meet concurrency requirements? UYes U No

23) Certificate of Concurrency number________________________

24) ALL SITE PLANS shall also include the following: (please check off if you have complied)YOUR SITE PLAN MUST BE COMPLETE OR YOU MAY BE DEFERRED’!U Vicinity mapU Submit eight copies (please fold to fit 8 1/21 x 1 1 “folder)U North arrowU Lot lines/property linesU Drawn to scale (engineer’s scale no smaller than 1” = 50’)U Show all existing and proposed structuresU Off-street parking, curbing, wheel stops, driveways, ingress/egress, pts.U Street paving, curbs, sidewalks, intersections, medians, acceleration, deceleration lanes, left-turn lanes, bicycle

parking facilitiesU SetbacksU Internal walks/pedestrian circu latic’nU Sign plans with sizes, style, color, materials, etc. indicated (for sign variance only)U Exterior lighting (indicating direction of light orientation)U Indicate all above-ground power lines with heightU EasementsU Buffer walls, fencing with elevation/height and material indicatedU Solid waste disposal method and location (trash containers)U Storm water retention design, location, calculationsU Any unusual physical featuresU Any other architectural or engineering feature/data as may be requiredU Multiple building projects shall indicate time scheduleU Preservation area shall show boundary of the Preservation AreaU Topography, where unusual conditions or significant contouring exists or is proposedU Legal description of siteU Landscape plan including: existing plant material with location, sizes and species noted; and pp plant

materials with location, sizes, and species noted; pj indication of method of watering and maintenanceU One reduced site plan and landscape plan 8 ½” x 11 to scale (kick & white).U One reduced site plan and landscape plan 8 ½” x 11” to scale (c2icr).U Elevations 8 1/21/ x 11 ‘to scale (color).

-4-

, City of St. Petersburg

(Development Services

Application forCertificate of Concurrency

st.petersburft Date ___

www..stpete.or Site Pla:/SE Number Log Number____________

Other__________________________________________Parcel No Sec_Twp_Rg__Subd Blk Lot________

I. GENERAL INFORMATION (filled out by aeplicant)

Owner Name & Address Representative Name & Address

Phone__________________________________ Phone__________________________________

Property Address and Legal Description

Is the subject property part of a previously approved site plan? LI Yes LI NoIf yes, provide case number_________________________________Is the subect property part of an approved DRI? LI Yes LI NoIf yes, provide DRI name

___________________________________

TYPE OF ACTIVITY RESIDENTIAL:

New Construction

________________________________

New Single Family Units

___________________________

Addition

___________________________________________

New Multi-Family Units

_____________________________

Change of Use

___________________________________

Other New- Number of Units/Beds

__________________

Redevelopment

NON RESIDENTIAL:

Existing Use

_____________________________________

Proposed Use

___________________________________

Existing Bldg. Area (sq. ft.) Proposed Bldg. Area (sq. ft.)

Existing Use

_____________________________________

Proposed Use

___________________________________

Existing Bldg. Area (sq. ft.)

_________________________

Proposed Bldg. Area (sq. ft.)

________________________

Applicant (owner of properly) signature Date

If there are any questions regarding this application, please call the concurrency coordinator at 893-71 53. Pleasejjg fill out the second portion of this form (opposite side).


CITY STAFF USE ONLY - NOT FOR APPLICANT USE

II. SIMPLE CONCURRENCY DETERMINATION (filled out by Concurrency Coordinator)

A, Test Questions Yes No1. Is the project located outside of Traffic Restriction and Concern Areas? U U2. Is the project a single family home or a duplex? U U3. Is the project located in the Transportation Concurrency Exception Area U U

(TCEA), or on approved DRI?

B. If the answer to ilfl of the above three questions is V, the project is approved for concurrency.

C. If the answer to all of the above questions is , refer application to the Planning Programs Division for complexconcurrency determination.

D. If the project is located in the TCEA on a major street that is operating at a LOS that is lower than the City’sadopted standard, and is projected to generote more than 50 new p.m. peak hour trips, the projectshall requirespecial exception approval.

_________________________________ _________

$

_______________

Reviewer Signature of Approval Date Amount Due

III. COMPLEX CONCURRENCY DETERMINATION (filled out by Concurrency Coordinator)

Traffic Study Required UYes UNo Public Utilities Review UYes UNo-a-

Status of Fadflty/Service:

Traffic Acceptable —— . Recreation & AcceptableCirculation Traffic Concern Open Space Unacceptable

Traffic Restriction

___________

Solid Acceptable Drainage Dependent uponWaste Unacceptable . final site plan

reviewMass AcceptableTransit Unacceptable

Water Acceptable — ServiceSupply Unacceptable

__________

Provider

________________——__________________

Sanitary Acceptable

___________________

ServiceSupply Unacceptable

_________________

Provider

____________________________________

ServiceArea

_______________________________________________

Finding: Approved

_______

Conditionally Approved

_______

Denied

Comments:____________

_____________________________________________________________________________________________________________________________ __________________________

$

____________________________

Reviewer Signature Date Amount Due


APPENDIX “E”

(Bid Bond Form Attached)


Bid Bond

STATE OF FLORIDACOUNTY OF PINELLAS

KNOW ALL MEN BY THESE PRESENTS:

That we,(Name and Address of Company)

(hereinafter called ‘Principal’) and

___________________________________________________________

(hereinafter called “Surety”) are held and firmly bound unto the City of St. Petersburg, Florida(hereinafter called “City’) in the sum of Fifty Thousand Dollars ($50,000.00), lawful money ofthe United States of America, for the payment of which sum well and truly to be made, we bindourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly bythese presents:

WHEREAS, the “Principal”: contemplates submitting or has submitted a Proposal to theCity of St. Petersburg, Florida, for;

Wireless Communications Support Facility Owner OperatorProposal dated January 16, 2009

WHEREAS, it was a condition precedent to the submission of said Proposal that acertified check, cashier’s check or Bid Bond in the amount of five percent (5%) of the proposal besubmitted with said proposal as a guarantee that the Contractor would, if awarded the contract,enter into a written contract with the City of St. Petersburg, Florida, and furnish a Performanceand Payment Bond in an amount equal to one hundred percent (100%) of the Proposal for theperformance of said contract, within ten (10) consecutive calendar days after written Notice ofAward of the contract.

NOW, THEREFORE, THE CONDITIONS OF THIS OBLIGATION ARE SUCH, that ifthe Proposal and the “Principal” herein be accepted and said “Principal” within ten (10)consecutive calendar days after written Notice of Award, enter into a written contract with theCity of St. Petersburg, Florida, and furnish a Performance and Payment Bond in an amountequal to one hundred percent (100%) of the Proposal, satisfactory to the City of St. Petersburg,Florida, then this obligation shall be void; otherwise, the sum herein stated shall be due andpayable to the City of St. Petersburg, Florida, and the “Surety” herein agrees to pay said sumimmediately upon demand of said City of St. Petersburg, Florida, in good and lawful money ofthe United States of America, as liquidated damages for failure thereof of said “PrincipaL

IN WITNESS THEREOF, the said

_________________________________________


(Name of Principal) as ‘Principal’ herein, has caused these presents to be signed in its name byits

_____________________________________________

under its corporate seal, and the said

______

________________________________________________

as “Surety’ herein, has caused thesepresents to be sigred fri its name by its

______________________________________________

underits corporate seal, the

_______

day of

_____________________,

2009.

NAME OF PRINCIPAL:

By:(Signature)

(Please Print or Type Name)

(Title)

SEAL

ATTEST:

(Signature)

SURETY NAME

Attorney-in-Fact

SEAL

APPROVED AS TO CONTENT: APPROVED AS TO FORM:

City Attorney (Designee) City Attorney (Designee)


Real Estate & PropertyLease File No.: 09-6010


APPENDIX “F”

(PAl MEN 1. RI - Attached)

CeilTower- RPP-62ndAvenueNortheast-V2c Page65ofE9

PAYMENT & RERFORMANCE BOND

Bond #______________

(STATE OF FLORIDA)

(COUNTY OF )

(CITY OF )

KNOW ALL MEN BY THESE PRESENTS:

That we,

_______________________________________

(hereinafter called the “Principal’),

(Company Name)located at

_______________________________________________,

( )

______________________‘and

(Principal Business Address) (Phone Number)and

______________________________________________________

(hereinafter called the “Surety”),(Surety Name)

located at

__________________________________________________,

( )

___________________________

(Surety Business Address) (Phone Number)are held and firmly bound unto the City of St. Petersburg, Florida (hereinafter called the “City”)located at One 4th Street North, St. Petersburg, FL 33701, phone: (727) 893-7500, in the penalsum of: One Million Dollars ($1,000,000) for the payment of which we bind ourselves, our heirs,personal representatives, successors, and assigns, jointly and severally, for the faithfulperformance of a certain written agreement, dated the day of

____________________,200,

entered into between the Principal and the City (“Contract”) for:

A Wireless Communications Support Facility located at immediately east of 1160 62nd Ave

Northeast, St. Petersburg, FL 33702

[Provide the project number, project description, and project location. If the contract number isnot the same as the project number, include the contract number as well.]

NOW, THEREFORE, THE CONDITIONS of this bond are such that, if the Principal shall (i) inall respects comply with the terms and conditions of the Contract (the Contract being made apart of this bond by reference), including but not limited to the guarantee and warrantyrequirements, all obligations contained in the Contract Documents (as defined in the Contract)and all modifications made to the Contract as therein provided, for the original term of theContract and any extensions which may be granted by the City, with or without notice to theSurety; arid (ii) promptly make payments to all claimants, as defined in Section 255.05(1),Florida Statutes, supplying labor, materials, or supplies used directly or indirectly in theprosecution of the work provided for in the Contract; and (iii) pay the City all losses, damages,liquidated damages, expenses, costs, and attorneys’ fees at trial and on appeal sustained by theCity due to a default by Principal under the Contract; and (iv) fulfill its obligations related to theguarantee and warranty of all work and materials furnished under the Contract pursuant to the


terms and conditions specified in the Contract, then this bond shall be void; otherwise, it shallremain in full force.

This bond is meant to comply with all the requirements of Section 255.05, Florida Statutes,and herewith incorporates all duties of a surety required by Section 255.05, Florida Statutes,and all notice and time limitation provisions set forth in Section 255.05(2), Florida Statutes.Any action instituted by a claimant under this bond for payment must be in accordance withthe notice and time limitation provisions set forth in Section 255.05(2), Florida Statutes.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time,alteration or addition to the terms of the Contract or to the work to be performed thereunder orto the specifications accompanying the same shall in any way affect its obligations on this bond,and it does hereby waive notice of any such change, extension of time, alteration or addition tothe terms of the Contract or to the work or to the specifications.

IN TESTIMONY WHEREOF, witness the hands and seals of the parties hereto this

_____

day of

________________,200

(Principal Name)

By:

________________________________

AFFIX SEAL(Signature)

£Print or Type Name/Title)

ATTEST:

(Signature)

(Surety Name)

(Corporate Secretary)

By:Attorney-in-Fact

(Printed Name of the Attorney-in-Fact)

SEAL


APPROVED AS TO FORM: APPROVED AS TO CONTENT:

City Attorney (Designee) City Attorney (Designee)


Note: A copy of a power of attorney attested by the corporate secretary of the Suretyevidencing the Attorney-in-Fact named above is currently authorized to execute this bond onbehalf of the Surety must be attached to this bond.

Acknowledgment of Principal, if a Corporation

(STATE OF FLORIDA)

(COUNTY OF )

(CITY OF_______________ )

The foregoing instrument was acknowledged before me this

_____

day of

____________,

200,

by

_______________________________________

of

________________________________

(Name and Title of Officer) (Name of Principal)

corporation, on behalf of said corporation. He/She is(State of Corporation)

personally known to me or has produced

________________________________

as identification(Type of Identification)

He/She warrants that he/she is authorized by the Board of Directors of said corporation to execute

the foregoing instrument.

NOTARY PUBLIC:

Sign:

_________________________

AFFIX NOTARY SEAL

Print/Type:


Acknowledgment of Surety,(Where Executed by Attorney-in-Fact, as Agent)

(STATE OF FLORIDA)

(COUNTY OF )

(CITY OF________________ )

The foregoing instrument was acknowledged before me this

_____

day of , 200,

by(Name of Attorney-in-Fact)

as Attorney-in-Fact for(Name of Surety)

who is personally known to me or has produced(Type of Identification)

as identification.

By virtue of a power of attorney from said corporation, a copy of which is attached hereto,he/she is duly authorized to execute the foregoing instrument.

NOTARY PUBLIC:

Sign:

Print/Type:

SEAL
