HomeMy WebLinkAboutMASTER LICENSE AGREEMENT1502
0OWE
SCANNED
BY
61 ie
St. Lucie County
MASTER LICENSE AGREEMENT
THIS MASTER LICENSE AGREEMENT (this Agreement) Is made and entered Into this _16 day of September, 2010 (the
'Effective Date' between the entitles listed as Ucensors on the signature page to this Agreement and any of their Affiliates that become
parties hereto by executing Site License Acknowledgments hereunder (Individually and collectively, °Licensor') with an office at 2000
Corporate Drive, Canonsburg, Washington County, Pennsylvania 15317 and LlghtSquared Inc., a Delaware corporation, and any of Its wholly
owned subsidiaries, with Its principal place of business at 10802 Parkddge Blvd., Reston, VA 20191 ('Licensee').
WHEREAS, Ucensor maintains and operates an extensive network of wireless communications Sites (as defined below) throughout the Unitetl
States, and Licensee wishes to obtain a license for the non-exclusive use ofportions of certain Sites to operate Its wireless communications
equipment.
In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and Intending to be legally bound hereby, the parties hereto agree as follows:
1. General Terms and Conditions. The General Terms and Conditions attached hereto as Exhibit A are fully Incorporated herein
and made a part hereof. All references herein, In Site License Acknowledgments executed pursuant hereto ("SLAs7, and In the General
Terms and Conditions to this Agreement shall be deemed to Include this Agreement and the General Terms and Conditions.
2. Defined Terms. Capitalized terms used herein or In the General Terms and Conditions or In SLAB, shall have the meanings set forth
herein or in the General Terms and Conditions or the subject SLAs, unless clearly Indicated to the contrary by the context In which they are
used.
3. Execution of SLAB by Licensor's Affiliates. The parties hereby agree that any Affiliate of Licensor that executes an SLA under the
terms of this. Agreement shall be deemed thereby to be a party to this Agreement as the licensor of the subject Site, and to have adopted and
agreed to be bound by the terms of this Agreement with respect to said SLA and Site as if originally named therein as the Licensor.
4. License of Cc-Locatlon Space. Licensor's license of and Licensee's use of Co -Location Space at Sites shall be subject to the terms of
this Agreement, Including the General Terms and Conditions, and the SLAB executed with respect to the subject Sites. The full execution and
delivery of an SLA shall grant to Licensee a license for the use of the Co -Location Space described In such SLA, which use shall Include the
right to install, maintain, operate, service andfor replace any of Licensee's Equipment end the non-exclusive use for access purposes, of the
portions of the Site not licensed to third parties or restricted to Licensor's use on the terms and subject to the conditions set forth In the SLA
and this Agreement. SLAB shall materially conform to Exhibit B attached hereto and made a part hereof. If Licensee falls to install the total
number of permitted antennas and transmission lines as described in an SLA within eighteen (18) months of commencement of Its initial
Installation of Equipment at the subject Site, then, except where Licensee has contributed towards the cost of modifications to the Site or tower
that Licensor determines to be necessary to accommodate the Installation of Licensee's Equipment In excess of Licensee's "Standard
Configuration' as such term may be defined In a separate pricing agreement, the right to Install any such antennas and lines not Installed shall
be deemed waived, with no reduction of the Basic Monthly Payment, provided, however that Licensor shall provide Licensee written notice that
the 18 month period has expired and if within 30 days of receipt of such notice Licensee has not cured such failure to Install, Licensee may
thereafter submit a Site Engineering Application to Licensor to apply to Install the remainder or a portion of the remainder of the previously
permitted but unlnstalled Equipment. Licensor shall approve said Site Engineering Application If it determines that the Site and tower located
thereon, if any, can accommodate said Equipment without requiring modificatlons, Including but not limited to structural reinforcements, and
Licensee is not In breach of the terms of the subject SLA. No capacity or rights will be reserved for future Installation of such Equipment after
such eighteen (18) month period.
5. Term of Agreement. The term of this Agreement shall commence on the Effective Date and expire on the date that is the third
anniversary from the Effective Date (the'MLA Term"). The terms and conditions of this Agreement shall continue to govern with respect to
executed SLAB for so long as any SLA remains In effect. Upon expiration of the MLA Term, this Agreement shell continue on a month to month
basis until such time as the parties have (a) amended or negotiated a new master license agreement, or (b) one party has provided the other
party written notice of Its Intent to terminate this Agreement, in which case this Agreement will terminate upon 30 days from receipt of such
notice.
6. SLA Term Commencement Date License Fee Commencement Dale.
(a) SLA Term Commencement Date The term of each SLA shall commence on the first day of the month In which Licensor
approves the Site Engineering Application submitted by Licensee for the subject Site (the 'SLA Term Commencement Date").
For the purposes of this Section 6(a) a Site Engineering Application shall be deemed to have been approved by Licensor when; (1)
Licensor has completed its structural analysis or received a structural analysis report for the subject tower (or determined that
structural analysis is not necessary) and has determined whether or not structural modifications must be made, (11) all exhibits to the
subject SLA have been prepared, 011) Licensor has determined whether any regulatory compliance matters need to be pursued, (Iv)
Ucensor has determined whether it needs to obtain the Landlord's consent or pursue any other matters to comply with the terms of
the Prime Lease, and (v) Licensor has determined whether any additional land is needed to enable installation of the subject
Equipment. Licensor shall provide written notice to Licensee of the SLA Term Commencement Date (the 'SLA Term
Commencement Notice'). Subsequent revisions to the Site Engineering Application shall have no affect on the SLA Term
Commencement Date.
(b) License Fee Commencement Date. Licensee's obligation to make payments of the Basic Monthly Payment (as defined below)
shall commence on a data to be set forth in each SLA (the "License Fee Commencement Date"), which shall be the first day of
the month that Is the twelfth month from the SLA Term Commencement Date. To avoid confusion, the month following the month In
which the SLA Term Commencement Date occurs shall be deemed to be the first month following the SLA Term Commencement
Date.
(c) Agreement to Amend License Fee Commencement Date for Governmental Approval Delay, In the event that the period of time
commencing when Licensor or Licensee files for zoning approval or a building permit to Install or modify the subject Equipment at a
Site and ending on the date that zoning approval or a building permit Is Issued (the "Governmental Approval Period') exceeds
three hundred sixty five (365) days, then Licensor and Licensee shall promptly amend the SLA for the subject Site to amend the
License Fee Commencement Date. In such event the License Fee Commencement Date shall be emended to be the eanler of; (a)
the first day of the month In which the subject zoning approval or building permit Is Issued or (b) the first day of the month that Is the
eighteenthmonth from the SLA Term Commencement Date. To avoid confusion, the month following the month In which the SLA
Term Commencement Date occurs shall be deemed to be the first month following the SLA Term Commencement Date. in the event
that the Governmental Approval Period is equal to or less than three hundred sixty five (365) days, then the License Fee
Commencement Date shall remain as specified In the subject SLA regardless of when the Governmental Approval Period
commences and ends.
T SLA Term, Automatic Renewal Terms. Licensee's license to use Co -Location Space pursuant to an SLA shall have an Initial term of
nine (9) years, beginning on the SLA Term Commencement Date (the 'Initial SLA Term"). The term of each SLA (the "SLA Term') shall
automatically be extended for five (5) additional five (5) year terms, provided, however that Licensee may elect not to renew the term of an
SLA, by providing written notice of said election to Licensor, at least one hundred twenty (120) days pdor to the end of the then current SLA
Term. Notwithstanding the foregoing to the contrary, the Initial SLA Term for an SLA shall be extended by one month for each month that the
License Fee Commencement Date Is extended and amended pursuant to Section 6(c) above.
8. SLA Term Is Subject to Prime Leese.
(a) SLA Term Is Sublect to Prime Lease. Notwithstanding anything herein to the contrary, if Licensor's rights In a Site are derived
from a Prime Lease or other agreement with a third party, then the SLA Term and Licensee's right to extend the SLA Term shall continue and
remain in effect only as long as Licensor retains Its interest in and under said Prime Lease. In the event that the then -current term of the Prime
Lease is scheduled to expire during the Initial SLA Term of an SLA and the Prime Lease provides that the Licensor may extend or renew the
term of the Prime Lease at Licensor's option, then Licensor shall exercise such right to extend or renew the Prime Leese; provided however,
Licensor shall not be obligated to extend or renew the term of the Prime Lease beyond the expiration of the Initial SLA Term for the subject
SLA, and In no event shall Licensor be obligated to Licensee for any Inconvenience, damage, claim or loss arising out of Licensor's failure to
extend or renew said Prime Lease for any reason following the Initial SLA Term.
(b) Notice of -Election not to Renew Prime Lease. Licensor shall give Licensee no less than ninety (90) days written notice of Its
decision not to exercise Its right to renew or extend the term of any Prime Lease following the Initial SLA Term. In such event, the SLA and all
of Licensee's further payment obligations for that SLA will terminate simultaneously with the expiration of the Prime Lease. .
9. Application Application Revision Fee Provision of Prime Leese and other Information Rlaht to Withdraw Application
Application Termination. Fee.
(a) Site Enolneerino Application. Licensee shall apply to license the Co-Loeatlon Space at a Site by submitting a Site Engineering
Application to Licensor.
(b) Application Revision Fee. Provided such revisions are not made at the request of Licensor, Licensee shall pay an "Application
Revision Fee' to Licensor in the amount of $500.00 for the second revision It makes to each Site Engineering Application and for
each successive revision It makes to thesubject Site Engineering Application thereafter.
(c) Provision of Prime Lease and other Information. No later than fifteen (15) Business Days from receipt of Licensee's Site
Engineering Application, Licensor shall:
(I) Prime Lease. Provide Licensee with electronic or hard copies of or make available any Prime Lease applicable to the
Site and any and all amendments, extensions, revisions or side agreements with respect thereto; and
(11) Excluded Site. Inform Licensee in writing whether the Site is an "Excluded Site' as defined hereunder; and
(Ill) Intermodulation Study. Inform Licensee in writing whether an Intermodulation Study Is required to determine whether
an RF Interference problem may arise between the Equipment and existing equipment at the subject Site. The
Intermodulation Study Fee shall be set forth in a separate pricing agreement, which shall be executed simultaneously with
this Agreement; and
(Iv) Structural Analysis. Inform Licensee in writing whether a Structural Analysis is required to determine whether the
subject tower can accommodate Licensee's proposed Equipment. If a modification Is required due to the findings of the
Structural Analysis, Licensee and Licensor will allocate the costs of such modification In accordance with a separate
pricing agreement, which shall be executed simultaneously with this Agreement.
(d) Right to withdraw Site Enolneerinn Application and Terminate SLA. In addition to any other rights Licensee may have under this
Agreement, Licensee will have the right to Wthdrawa Site Engineering Application for an Initial Installation or for a Modification or terminate an
SLA or an amendment to an SLA for the subject Site without liability, including no obligation to pay the Application Termination Fee, where any
one of the following events occur. Notwithstanding the foregoing to the contrary, Licensee shall not have the right to terminate an SLA
hereunder If Licensor paid for Improvements to the subject Site or the tower thereon to accommodate the installation of Licensee's Equipment,
unless Licensee fully reimburses Licensor for such expenditures.
(1) Landlord Consent. The denial or Inability of Licensor to secure any consent or approval from a Landlord required under
a Prime Lease within one hundred (100) days from the SLA Term Commencement Date.
(II) Government Approvals. The denial or Inability of Licensor or Licensee to secure any necessary approval from a
governmental authority required by applicable law, including, but not limited to, zoning or permitting, within three hundred
sixty five (365) days from the SLA Term Commencement Date.
(III) Defective Title or Leasehold Rights. The determination and delivery of notice to Licensor by Licensee that Licensor or
e Landlord do not have good marketable fee simple title to or good and marketable leasehold Interests in or other such
license or authority to a Site In which to grant Licensee Co -Location Space within sixty (60) days from the SLA Term
Commencement Date.
pv) Insufficient Access. If Licensee determines, In Its sole discretion, and delivers notice to Licensor within sixty (60) days
from the SLA Term Commencement Date that either pedestrian or vehicular access to the Site Is Insufficient for Licensee
to conduct Its business operations.
(v) Excluded Sites. If, prior to executing the subject SLA, Licensee determines, in Its sole discretion, and delivers notice to
Licensor within ten (10) days of receiving notice of the amount of the Basic Monthly Payment for an Excluded Site that
said Basic Monthly Payment is cost prohibitive.
(vl) Utilitlesrrelecommunlcatlons/Cable. If Licensee determines, in its sole discretion, and delivers notice to Llcensorwlthln
sixty (60) days of the SLA Term Commencement Date that the utilities, cable and/or telecommunications facilities are
Insufficient or cost prohibitive for Licensee to conduct Its business operations.
(vll) Site or Tower Modification. If Licensor determines that modificatlons must be made to the Site and/or the tourer to
enable It or them to accommodate Licensee's proposed Equipment and Licensee delivers notice to Licensor within five (5)
days of receiving notice of the cost of such modifications that Licensee has determined, In Its sole discretion, that such
-modifications are cost prohibitive.
(vlll) Environmental Hazards. If Licensee determines, and delivers notice to Licensor within sixty (60) days from the SLA
Term Commencement Date, through Phase I testing, or such other reasonable evidence, that Environmental Hazards
exist on the Site.
(a) Application Termination Fee. Subject to Licensee's withdrawal and termination rights set forth in subsection 9(d) above, Licensee
shall pay Licensor en "Applicetlon Termination Fee" of $2,500.00 for each Site Engineering Application that it terminates or that
It abandons by falling to execute and return to Licensor an SLA that conforms to the Site Engineering Application within thirty (30)
days of the date that Licensor delivers the subject SLA to Licensee for execution.
10. Application for Modifications Modification Application Fee. Licensee shall apply to make Modifications by submitting a Site
Engineering Application to Licensor. Upon receiving said Site Engineering Application, Licensor shall advise Licensee of the "Modification
Application Fee' to be paid by Licensee to Licensor to process the Application. The Modification Application Fee (and the Increase. If any,
to the Basic Monthly Payment related to the subject Modification) shall be reasonably commensurate with the scope and complexity of the
subject proposed Modification. A Structural Analysis, AM Detuning Study and an Intermodulatlon Study may be required by Licensor in
connection with a proposed Modification, and Licensee will be liable for the cost thereof. Any approved Modification shall be evidenced by an
amendment to the subject SLA, and the approved Site Engineering Application describing the Modifications shall be an exhibit to said
amendment. Notwithstanding anything to the contrary In this Agreement or a Site License, modifications that consist only of a change to the
frequencies or power levels permitted by an SLA must be made pursuant to a Site Engineering Application but shall not require Licensor's
consent nor shall the Basic Monthly Payment be Increased or any other fee assessed on the basis of such a frequency or power level
modifications. Licensor shall advise Licensee of the amount of the Modification Application Fee, Structural Analysis Fee and AM Detuning Fee,
If any In advance of performing such studies and Licensee shall have the right to terminate the subject Site Engineedng Application without
payment of an Application Termination Fee on the basis of said Fee or Fees.
11. Application Review Process. Within thirty (30) business days of receiving the Site Engineering Application, together with a purchase
order for a Structural Analysis (if applicable) and a purchase order for an Intermodulatlon Study Of applicable) Licensor shall either Issue an
SLA Term Commencement Notice (as described In Section 6(a) above) or notify Licensee that it has rejected the Site Engineering
Application. The approved location of the Equipment at the Site shall be Indicated by Licensor on the approved Site Engineering Application.
Licensor shall not be obligated to approve any Site Engineering Application.
12. Basic Monthly Payment. Licensee shall pay to Licensor the Basic Monthly Payment for license to use the Co -Location Space
designated in the applicable SLA. The amount of the Basic Monthly Payment shall be negotiated by Licensor and Licensee on a Site by Site
basis unless otherwise agreed In a separate pricing agreement. which shall be executed simultaneously with this Agreement. The Basic
Monthly Payment for each SLA shall be paid In advance and without demand, In equal monthly installments beginning on the License Fee
Commencement Date, and continuing on the first day of each month thereafter for the remainder of the SLA Term, Including any extensions
thereof, and Including all adjustments as provided for hereafter.
13. Adlustments to Baste Monthly Payment. The Basic Monthly Payment for each SLA shall be Increased (but never decreased) on the
first anniversary of the SLA License Fee Commencement Date and every anniversary thereafter (the Adjustment Date') by an amount
equal to three percent (3%). Licensor's failure to timely demand any such Increase shall not be construed as a waiver of any right thereto and
Licensee shall be obligated to remit all Increases notwithstanding any lack of notice or demand thereof. The Adjustment to the Basic Monthly
Payment shall be calculated by the following formula:
The adjusted Basle Monthly Payment = Base Fee + (Base Fee x 3 %).
`Base Fee" shall mean the then current Basic Monthly Payment.
14. Licensee's Payment of Taxes. Fees and Assessments. Licensee shall pay directly to the applicable Government Entity or to
Licensor if Licensor is properly invoiced by such Government Entity, all taxes, fees, assessments or other charges assessed by any
Government Entity directly and explicitly upon the Equipment and/or Licensee's use of any Site. Licensee shall pay Licensor or the
appropriate taxing authority, if and when due, any sales, use, ad valorem or other taxes or assessments which are property assessed or due
directly and explicitly upon Licensee's use of the Site or Co-Locatlon Space. Licensee shall also pay to Licensor an amount by which
Licensor's ad valorem property taxes are Increased directly and explicitly as the result of the installation or operation of Licensee's Equipment
at the Site. Licensor shall provide notice, Inclusive of auditable findings of the Governmental Entity, of any assessments to be paid by
Licensee promptly upon receipt. Licensor shall, If reasonably requested, cooperate with Licensee to minimize, appeal or eliminate any tax.
Invoices properly prepared by Licensor shall be paid by Licensee within a reasonable time Inclusive of review.
15. INTENTIONALLY LEFT BLANK
16. Regulatory Compliance Costs. In the event that Licensor Incurs Regulatory Compliance Costs, Licensee shall pay to Licensor a pro
rate share of such costs, not to exceed an amount equal to five (5) payments of the then current Basic Monthly Payment, to share them equally
with Licensor and all other entities that are leasing or licensing the use of space at the subject Site at the time, within thirty (30) days of receipt
of Licensor's Invoice.
17. INTENTIONALLY LEFT BLANK
18. Revenue Split Payments. Licensee shall make 'Revenue Split Payments" directly to the Landlord, as required by the terms of the
Prime Lease for every Revenue Split Site that is licensed pursuant to an SLA. In any case, Licensor shall provide. Licensee a copy of the Prime
Lease and Licensee shall have the right to require prior written Instructionfeuthorization from Licensor directing Licensee to make such direct
payments to Landlord. Notwithstanding the foregoing, the failure of Licensor to provide such prior written Instructionfauthorization shall not
relieve Licensee from the obligation to make 'Revenue Split Payments'to the Landlord where required by the terms of the Prime Lease.
19. Late Payments. If any payment to be made under this Agreement or an SLA is received by Licensor more than ten (10) days after the
data it is due, Licensee agrees to pay Licensor a late fee of Seventy Five ($75.00) Dollars for each month or partial month that elapses until
said payment is received by Licensor. Imposition of late fees and Interest charges is not a waiver of Licensor's right to declare the subject SLA
In default If the Basic Monthly Payment or any other payment is not made when due.
20. Payment Method. Unless alternate arrangements are made by Ucensee with Licensees consent In advance of the date payment Is due,
Licensee shall make all Basic Monthly Payments by electronic transfer, using the form set forth on-Exh [bit D or such other documentation as
may be required by Licensee's bank. All payments must include a statement giving Licensor's Business Unit Number and any Site name for
each site. Licensee shall be liable for an administrative handling charge of Fifty Dollars ($50.00) per Site for each payment that falls to provide
Business Unit Numbers for each Site to which the payment relates. Licensee shall pay Licensor an administrative handling charge of Thirty
Five Dollars ($35.00) for any check of Licensee's that Is returned for Insufficient funds. Licensor may change this payment method, including
payee and payee addresses, by written notice to Licensee.
21. Construction Management. Licensee shall give Licensor's af0ilate, Crown Castle USA Inc. ('CCUSA) the opportunity to bid to be
selected as project manager for the installation and modification of the Equipment which shall be governed pursuant to the terms of a master
services contract to be negotiated between said parties, but Is In no way obligated hereby to use CCUSA in this capacity, In the event that
Licensee does not select CCUSA to act as project manager for such Work, then Licensee shall only engage a contractor approved by Licensor
to perform as project manager and shall then only pay to. Licensor the sum of $2,000.00 upon completion of the Work by such contractor for
the cost associated with Licensor's Inspection of the contractor's Work. Licensee shag cause said third party contractor to provide to Licensor
as -built drawings and other standard'close-out" documentation within forty five (45) days of completion of the Work. In the event that said third
party contractor fails to provide to Licensor as -built drawings and other standard "close-out" documentation within forty five (45) days of
completion of the Work, Licensor shall notify Licensee in writing and Licensee shall have fifteen (15) days to cause such 'close-out'
documentation to be provided. If such 'close-out" documentation Is thereafter not provided withln said fifteen (15) day period, then Licensee
shall pay Licensor the sum of $2,000.00 for Licensor's costs associated with preparation of such "close-out" documentation.
22. No Offer The presentation of this Agreement to either party by the other shall not constitute an offer, and the terms and conditions set
forth herein shall not be binding obligations upon either party until execution of this Agreement by the authorized signatories of both parties.
IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals the day and year first above written.
Licensor:
Crown Atlantic Company LLC
Crown Castle PT Inc.
Crown Castle South LLC
Crown Castle GT Company LLC
Crown Communication Inc.
Crown Castle MU LLC
Crown Castle MUPA LLC
Crown Castle Towers 05 LLC
Crown Castle Towers O6-2 LLC
CCGS Holdings LLC
Almomm of Avon, L.L.C.
Coverege.Plus Antenna Systems LLC
Global Signal Acquisitions II LLC
Global Signal Acquisitions III LLC
Global Signal Acquisitions IV LLC
Global Signal Acquisitions LLC
GoldenState Towers, LLC
High Polnl Management Co. LLC
ICB Towers, LLC
Interstate Tower Communications LLC
IntraCcastal City Towers LLC
Pinnacle Towers Acquisition Holdings LLC
Pinnacle Tourers Acquisition LLC
Pinnacle Towers Asset Holding LLC
Pinnacle Towers III LLC
Pinnacle Towers LLC
Radio Station WGLD LLC
Shaffer & Assoclates, Inc.
Slena Towers, Inc.
Tower Systems LLC
Tower Technology Corporation of Jacksonville LLC
Tower Ventures III, LLC
TVHT, LLC _
By:
Patrick Slowey
Senior Vice President of Sales and Customer Relellons
for each of the entities listed above.
Licensee:
LlghtSquared, I�
By:
Print Name: to CSNIA
Title: ENP &2;Atarl+r4 �Upe�wh ✓�