HomeMy WebLinkAboutAPPROVED, A2P0226A NSD PIFL067 Ft Pierce BTS SLA Full ExecutedSite Name: FL-Fort Pierce
Site Number: PIFL067
SITE LICENSE AGREEMENT (FOR BTS SITES)
This Site License Agreement (“SLA”) is made and entered into as of the latter signature date
hereof (“SLA Effective Date”) between PI TOWER DEVELOPMENT LLC, a Delaware limited
liability company, hereinafter designated as LICENSOR, and T-MOBILE SOUTH LLC, a Delaware
limited liability company, hereinafter designated as LICENSEE.
1. Integration with Master Lease Agreement: This SLA is entered into pursuant to that
certain Master License Agreement between T-MOBILE USA, INC., on behalf of its Affiliates, and
PI Telecom Infrastructure, LLC dated September 27, 2014 (“MLA”). All of the terms and
conditions of the MLA are incorporated herein by this reference and made a part hereof without the
necessity of repeating or attaching the MLA. Except as set forth in the MLA, in the event of a
contradiction, modification or inconsistency between the terms of the MLA and this SLA, the terms
of the MLA shall govern. Capitalized terms used in this SLA shall have the same meaning described
for them in the MLA unless otherwise indicated herein.
2. Integration with the BTS Agreement. LICENSEE and LICENSOR acknowledge and
agree that, in addition to the MLA, this SLA is s ubject to that certain Build to Suit Master Services
Agreement dated September 27, 2014 by and between T-Mobile USA, Inc., a Delaware corporation,
on behalf of its Affiliates and PI Telecom Infrastructure, LLC, a Delaware limited liability company
(the “BTS Agreement”). The Parties acknowledge that LICENSEE contracted with LICENSOR or
its affiliates to perform certain services for the initial development and construction of the site,
including, but not limited to, site selection, design, due diligence, permitting, licensing, construction,
and installation services, and/or funding of the development of the site. The performance of those
services is governed by the BTS Agreement and applicable BTSSA (as defined in the BTS
Agreement) issued thereunder between the Parties (or affiliates of the Parties). The BTSSA for the
site is attached hereto as Attachment 7. In the event of a conflict between the terms of the BTS
Agreement and the BTSSA for the site and this SLA and/or the MLA, this SLA and MLA will
control after Construction Completion (as defined in the BTS Agreement). In the event of a conflict
between the terms of the BTS Agreement and the BTSSA for the Site and this SLA and/or the MLA,
the BTS Agreement and BTSSA will control prior to Construction Completion (as defined in the
BTS Agreement).
3. Site Number and Name (if applicable):
LICENSOR: PIFL067/ FL-Fort Pierce
LICENSEE: A2P0226A / PI Silver Line Plastics
4. Site Address and Legal Description: More particularly described in Attachment 1,
attached hereto and incorporated herein.
5. Site Latitude and Longitude: Latitude: 27.406908/Longitude: -80.338033
(subject to change)
Site Name: FL-Fort Pierce
Site Number: PIFL067
6. Description of Antenna Facilities: LICENSEE Antenna Facilities to be placed on the
Property and the location of the Premises are detailed in and shall be consistent with Attachment 2,
attached hereto and incorporated herein.
7. Term: The term of this SLA shall be as set forth in Section 2(b) of the MLA and
commence upon either [check one box]:
☒ The date of the Notice to Proceed under Section 10(a) of the MLA; or
☐ ______________________, 20_____.
8. License Fee Commencement: The first payment of the License Fee shall be due on
the SLA Commencement Date.
9. License Fee Amount: The monthly License Fee for the first year of the initial term of
this SLA shall be Two Thousand Four Hundred Dollars and 00/100 Cents ($2,400.00) to be paid
on the first day of the month, in advance, to LICENSOR’s lockbox at the following address: PI
Tower Development LLC, C/O Lendlease Americas Inc., Attn: Treasury Services, P.O. Box 32755,
Charlotte, North Carolina 28232-32755 with LICENSOR’s Site Name and Site Number referenced;
or to such other person, firm or place as LICENSOR may, from time to time, designate in writing at
least thirty (30) days in advance of any rental payment date.
10. Prime Lease. If the Property is subject to a Prime Lease, a copy of such agreement is
attached hereto as Attachment 3. If consent is required from the Owner, it is attached hereto as
Attachment 4.
11. Maximum Configuration. LICENSOR will, at all times, reserve space and the
corollary Tower loading for Carrier’s Facilities (as defined in the BTS Agreement in accordance
with the Maximum Configuration (as defined in the BTS Agreement) contained in the final,
LICENSEE-approved set of Construction Plans (as defined in the BTS Agreement) (i) on the Tower
at the RAD Center designated in the Site Designation Form (Attachment 2 to the BTSSA) or in the
BTS Option Agreement, as applicable), and (ii) at the site.
12. Licensor Contact for Emergency (not for legal notices): NOCC Hotline at 800-821-
5825
13. Licensee Contact for Emergency (not for legal notices): Emergency Hotline at 888-
218-6664
14. Special Provisions (insert any special provisions):
The License Fee as set forth herein includes the installation of a temporary microwave
dish (not to exceed 4 feet in diameter) by LICENSEE on a second RAD center on the
Tower for a period up to twelve (12) months from the date of installation of the
additional temporary microwave dish. Any installation of a microwave dish for a
period exceeding twelve (12) months from the date of installation shall be an
additional $75.00 per month per foot in diameter commencing on the thirteenth (13th)
Site Name: FL-Fort Pierce
Site Number: PIFL067
month following installation. The Parties shall amend this SLA to reflect the
additional cost of the microwave dish as set forth herein.
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective
seals as of the dates written below:
Witness
Witness
LICENSOR: PI TOWER DEVELOPMENT
LLC, a Delaware limited liability company
By:
Printed Name:
Title:
Date:
Witness
Witness
LICENSEE: T-MOBILE SOUTH LLC, a
Delaware limited liability company
By: _________________________________
Printed Name: Tony R. McDowell________
Title: Sr. Dir., Network Engineering & Ops.
Date: ________________________
DocuSign Envelope ID: 421BD8A4-44FB-40D0-A74D-7442ECC470FB
8/17/2017
8/22/2017
VP Operations
Ron Bittner
Site Name: FL-Fort Pierce
Site Number: PIFL067
TTACHMENTS:
Attachment 1: Legal Description of Land
Attachment 2: Licensor’s Application Form Completed by Licensee
Attachment 3: Prime Lease
Attachment 4: Owner’s Consent
Attachment 5: Memorandum of Site License Agreement
Attachment 6: Approved Plans
Attachment 7: BTSSA
Site Name: FL-Fort Pierce
Site Number: PIFL067
Site Name: FL-Fort Pierce
Site Number: PIFL067
ATTACHMENT 1
LEGAL DESCRIPTION OF LAND
LICENSOR’s Property is a 50 x 50 square foot area within the Land. The legal description
of the Land is as follows:
Site Name: FL-Fort Pierce
Site Number: PIFL067
ATTACHMENT 2
LICENSOR’S APPLICATION FORM COMPLETED BY LICENSEE
Site Name: FL-Fort Pierce
Site Number: PIFL067
Site Name: FL-Fort Pierce
Site Number: PIFL067
Site Name: FL-Fort Pierce
Site Number: PIFL067
ATTACHMENT 3
PRIME LEASE
The Prime Lease is attached hereto.
ATTACHMENT 4
OWNER’S CONSENT
Owner’s consent is attached hereto if required under the Prime Lease.
(NOT APPLICABLE)
Attachment 5 (Memorandum of SLA)
to Exhibit A (SLA) of MLA Tower Form-TMO as Licensee Page 1 of 2
ATTACHMENT 5
MEMORANDUM OF SITE LICENSE AGREEMENT
This Memorandum of Site License Agreement is entered into as of the latter signature
date hereof by and between PI TOWER DEVELOPMENT LLC, a Delaware limited liability
company, hereinafter designated as LICENSOR, and T-MOBILE SOUTH LLC, a Delaware
limited liability company hereinafter designated as LICENSEE.
1. LICENSOR and LICENSEE entered into a Site License Agreement (“SLA”) with
an SLA Effective Date of the ____ day of ___________, 20___, for the purpose of installing,
operating and maintaining a radio communications facility and other improvements. All of the
foregoing is set forth in the SLA.
2. The SLA has an initial term of five (5) years commencing on the SLA
Commencement Date________________, 20____ and ending on ________________________,
with five (5) successive five (5) year options to renew. If all options to renew are exercised, the
SLA will have a term of thirty (30) years from the SLA Commencement Date.
The Land is legally described in Attachment 1 annexed hereto.
The duplicate original copies of the SLA are held at LICENSOR’S and LICENSEE’S
addresses set forth above.
IN WITNESS WHEREOF, the Parties have executed this Memorandum of Site License
Agreement as of the dates written below.
LICENSOR: PI TOWER DEVELOPMENT
LLC, a Delaware limited liability company
By:
Printed Name:
Title:
Date:
LICENSEE: T-MOBILE SOUTH LLC, a
Delaware limited liability company
By:
Printed Name:
Title:
Date:
Attachment 5 (Memorandum of SLA)
to Exhibit A (SLA) of MLA Tower Form-TMO as Licensee Page 2 of 2
STATE OF )
) ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that he/she signed this
instrument, on oath stated that he/she was authorized to execute the instrument and
acknowledged it as the of to be
the free and voluntary act of such Party for the uses and purposes mentioned in the instrument.
(Use this space for notary stamp/seal)
Dated:
Notary Public:
Print Name:
My commission expires:
STATE OF )
) ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that he/she signed this
instrument, on oath stated that he/she was authorized to execute the instrument and
acknowledged it as the of PI Tower Development LLC to be the
free and voluntary act of such Party for the uses and purposes mentioned in the instrument.
(Use this space for notary stamp/seal)
Dated:
Notary Public:
Print Name:
My commission expires:
MEMORANDUM OF SITE LICENSE AGREEMENT
ATTACHMENT 1
LEGAL DESCRIPTION OF LAND
LICENSOR’s Property is a 50 x 50 square foot area within the Land. The legal
description of the Land is as follows:
ATTACHMENT 6
LICENSOR’S APPROVED PLANS
ATTACHMENT 7
BUILD-TO-SUIT SITE AGREEMENT
BTS SITE AGREEMENT
This BTS Site Agreement (“BTSSA”) is between PI Tower Development LLC, hereinafter
designated as CONTRACTOR and T-Mobile South LLC, hereinafter designated as CARRIER.
The effective date of this BTSSA shall be the latest date this BTSSA is executed by an authorized
representative of each Party (“BTSSA Effective Date”).
This BTSSA is a BTSSA as referenced in that certain BUILD TO SUIT MASTER
SERVICES AGREEMENT between T-Mobile USA, Inc. and PI Telecom Infrastructure, LLC
effective September 27, 2014 (“BTS Master Services Agreement”). All of the terms and
conditions of the BTS Master Services Agreement are incorporated herein by this r eference and
made a part hereof without the necessity of repeating or attaching the BTS Master Services
Agreement. In the event of a contradiction, modification or inconsistency between the terms of
the BTS Master Services Agreement and this BTSSA, the terms of the BTS Master Services
Agreement will govern. Capitalized terms used in this BTSSA will have the same meaning
described for them in the BTS Master Services Agreement unless otherwise indicated herein.
1. Site Identification:
Latitude: 27.409258
Longitude: -80.343550
Search Ring Request:
Carrier’s Search Ring Number: A2P0226
Contractor’s Search Ring Number (if applicable):
Site Where Carrier Has Obtained a Ground Lease:
Carrier Site Number:
Carrier Site Name:
Contractor Site Name:
Contractor Site Number:
2. Search Ring Requests. For Search Ring Requests, the Parties will utilize the forms
contained in Attachments 1 through 3 of the BTS Master Services Agreement to list Candidate
Sites, select the BTS Site, set the Milestone Schedule, RAD Center, and ground space for Premises
for the BTS Site that is the subject of this BTSSA and to indicate Construction Completion, as set
forth in the BTS Master Services Agreement. When completed and signed by the Parties, as set
forth in the BTS Master Services Agreement, the forms will become Attachments 1 through 3 to
this BTSSA and are incorporated herein by this reference for all purposes.
3. Sites Where Carrier Has Obtained A Ground Lease. For sites where Carrier has a Ground
Lease and the Parties have not executed a BTS Option Agreement for the Site, the Parties will
DocuSign Envelope ID: 22974A57-DC07-4871-80C7-1754A04CFD9D
utilize the forms contained in Attachments 2 through 5 of the BTS Master Services Agreement to
convey proposed site information, select the BTS Site, set the Milestone Schedule, License Fee,
RAD Center, and ground space for Premises for the BTS Site that is the subject of this BTSSA,
assign the Ground Lease to Contractor, and to indicate Construction Completion, as set forth in
the BTS Master Services Agreement. When completed and signed by the Parties, as set forth in
the BTS Master Services Agreement, the forms will become Attachments 2 through 5 to this
BTSSA and are incorporated herein by this reference for all purposes. For sites where Carrier has
a Ground Lease and the Parties have executed a BTS Option Agreement for the Site , the Parties
will utilize the forms contained in Attachments 2 and 3 of the BTS Master Services Agreement to
set the Milestone Schedule and to indicate Construction Completion, as set forth in the BTS Master
Services Agreement. When completed and signed by the Parties (as applicable), as set forth in the
BTS Master Services Agreement, the forms will become Attachments 2 and 3 to this BTSSA and
are incorporated herein by this reference for all purposes.
4. Reservation of Space. Contractor will, at all times, reserve space and the corollary Tower
loading for Carrier’s Facilities in accordance with the Construction Plans (i) on the Tower at the
RAD Center designated in the Site Designation Form (Attachment 2), (ii) at the BTS Site; and (iii)
in accordance with Carrier’s Maximum Configuration.
5. Approval of Site; Waiver of MLA Application Process and Fees. The Parties acknowledge
and agree that the site application process set out in the MLA and any fees normally charged to
Carrier as part of the application process shall not apply and are hereby waived. Accordingly, the
Parties acknowledge and agree that Contractor’s execution of this BTSSA signifies Contractor’s
acceptance of the Site for purposes of the MLA.
6. Special Provisions: (Insert any special provisions.)
7. Attachments:
Attachment 1: Candidate Site Form (for BTSSAs with Search Ring Request)
Attachment 2: Site Designation Form
Attachment 3: Notice of Completion Form
Attachment 4: Site Information Form (for BTS Sites where Carrier has obtained a Ground
Lease, but the Parties have not executed a BTS Option Agreement)
Attachment 5: Assignment and Assumption of Ground Lease Form (for BTS Sites where
Carrier has obtained a Ground Lease, but the Parties have not executed a BTS
Option Agreement)
SEE FOLLOWING PAGE FOR NOTARIZED SIGNATURES
DocuSign Envelope ID: 22974A57-DC07-4871-80C7-1754A04CFD9D
IN WITNESS WHEREOF, Contractor and Carrier have executed this BTS Site Agreement
on the date(s) indicated below.
CONTRACTOR:
PI Tower Development LLC, a Delaware limited
liability company.
By:
Printed Name: Ron Bittner
Title: Vice President, Operations
Date:
STATE OF )
) ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that __________________________ is the person who
appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was
authorized to execute the instrument a nd acknowledged it as the _________________________ of
to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
(Use this space for notary stamp/seal)
Dated: ________________________
Notary Public
Print Name
My commission expires
CARRIER:
T-Mobile South LLC, a Delaware limited liability
company.
By:
Printed Name: James B. Walther
Title: Director, National Development
Date:
STATE OF )
) ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that __________________________ is the person who
appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she
was authorized to execute the instrument and acknowledged it as the _________________________ of
_________________________ to be the free and voluntary act of such party for the uses and purposes mentioned
in the instrument.
(Use this space for notary stamp/seal)
Dated: ________________________
N
otary Public
Print Name
My commission expires
DocuSign Envelope ID: 22974A57-DC07-4871-80C7-1754A04CFD9D
5/23/2016
5/23/2016
SITE DESIGNATION FORM
CARRIER SITE NO. A2P0226
CARRIER SITE NAME:
(To be completed by Carrier and Contractor at same time)
Contractor Site Name: Ft. Pierce
Contractor Site Number: TBD
License Fee* (for inclusion in
License between Carrier and
Contractor, if executed)
$2,400/month
RAD Center 145’
Ground Space for Premises 15 x 20
Latitude: 27.406908 Longitude: -80.338033
MILESTONE SCHEDULE
Item Date
Deadline for Contractor to Submit Design
Documents to Carrier for Review and
Approval
3/24/17
Deadline for Execution of Ground Lease 3/15/17
Zoning Application Acceptance Date 8/1/17
Zoning Approval Date* 9/30/17
Building Permit Submittal Date 10/5/17
Building Permit Approval Date 11/5/17
Construction Start Date 11/15/17
Substantial Completion Date (Tenant Ready) 12/15/17
Construction Completion Date 12/31/17
*Last Day Contractor May Reject BTS Site: 9/30/17
By signing below the Parties signify their agreement to the designated BTS Site, the
Milestone Schedule, RAD Center, and ground space for Premises and License Fee for the
BTS Site as set forth above.
CONTRACTOR: PI Tower Development, LLC
Name (printed):
Signature
Title:
Date:
CARRIER: T-Mobile South, LLC
Name (printed):
Signature
Title:
Date:
DocuSign Envelope ID: E19D15B1-B122-4796-B7F0-3E1E0BF5C15D
Regional DirectorMichael Hahn 03-31-2017 | 10:40 EDT
Armand Greyvensteyn Sr. RF Manager Miami Market 04-05-2017 | 20:28 EDT