HomeMy WebLinkAboutMobile Tower Site License Agreement
Augusta Richmond GA
DOCUMENT NAME: Mobile /Owev Srre. L./~en'::e Ajve.erne'nt-
DOCUMENT TYPE: /).g va m e.ht
YEAR: }qc,r~
BOX NUMBER: ~
FILE NUMBER:
l '3LoCJS
t'
NUMBER OF PAGES:
....
MOBILE TOWER SITE LICENSE AGREEMENT
THIS MOBILE TOWER SITE LICENSE AGREEMENT (this "License")
is er..tered into as of this /g day of March, 1998, by and between
AUGUSTA, GEORGIA, a political subdivision of the State of Georgia,
acting by and through the Augusta-Richmond County Commission
("LICENSOR") and PRICE COMMUNICATIONS WIRELESS, INC., a Georgia
corporation ("LICENSEE").
WHEREAS, the parties recognize that LICENSEE has an
immediate need to place equipment on the Licensed Property (as
defir.,ed in Paragraph 1 hereof) in order to activate its system in
the Augusta area, and LICENSOR has agreed to provide LICENSEE with
a temporary location (the Licensed Site, as defined in Paragraph 1
hereof) on the Tract for such purpose.
NOW THEREFORE, for Ten Dollars ($10.00) and other
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and the mutual covenants contained
hereinbelow, LICENSOR and LICENSEE agree as follows:
1, Premises. LICENSOR grants to LICENSEE, its agents,
contractors, and invitees, a license to use a site (the "Licensed
Site") within that parcel of real property (the "Tract") located in
the City of Augusta, Richmond County, State of Georgia, which Tract
and Licensed Site are described in Exhibit "A", attached hereto and
made a part hereof, together with non-exclusive 24-hour per day
privileges in, over, under, and through the Tract for: (a)
pedestrian and vehicular ingress and egress; and (b) the
installation, operation, maintenance, and removal of utility wires,
cables, conduits and pipes, and of the Mobile Communications
Facility (as defined in Paragraph 5 (A) below) . The Licensed Site
and the privileges related thereto are collectively referred to as
the "Licensed Property".
2, Approvals, All approvals or issuances of licenses
or permits by any agency, board, court or other governmental
authority necessary for the operation of the Mobile Communications
Facility as intended by LICENSEE shall hereinafter be referred to
as "Approval". LICENSEE will attempt to obtain all Approvals, and
LICENSOR will cooperate with LICENSEE in securing all Approvals.
LICEN:3EE may contest or appeal any adverse governmental or judicial
decision regarding any Approval. All costs arising out of the
procurement of the Approvals shall be paid by LICENSEE.
3. Term.
A. The term of this License shall be on a month to
1
month basis.
B. In addition to LICENSEE's other rights of
term~nation elsewhere in this License, LICENSEE has the right to
terminate this License at any time upon fifteen (15) business days
prior notice, if, in LICENSEE's sole discretion: (i) an Approval
neceE:sary for the operation of the Mobile Communications Facility
as i::1tended by LICENSEE cannot be obtained, or is revoked, or
LICENSEE determines that the cost of obtaining or retaining such
Approval is unreasonable; (ii) LICENSEE determines that the
Licensed Property is inappropriate for the uses intended by
LICENSEE; (iii) LICENSEE deems the cost or time necessary for
implementing utility services to the Licensed Property to be
unreasonable; or (iv) LICENSEE determines that the Licensed
Property or the Mobile Communications Facility is no longer
necessary or an integral part of LICENSEE's business operation. In
the event of termination under subsections (i) through (iv) of this
section 3(B), LICENSOR shall retain any prepaid license fees as a
termination fee.
C. Upon termination of this License, LICENSEE shall,
within ten (10) business days, remove the Mobile Communications
Facility and restore the Licensed Property, as near as practical,
to its original condition, except that LICENSEE need not remove or
restore changes to the Licensed Property not caused by LICENSEE, or
which arose out of casualty, utilities placement, placement of
stabilizing rods, normal wear and tear or removal of vegetation, as
approved by the Augusta Utilities and Public Works Department, for
placement of the Mobile Communications Facility.
D. In connection with the development of the Tract by
LICENSOR, LICENSOR may, from time to time, make reasonable requests
that LICENSEE relocate the Licensed Site to another portion of the
Tract; provided that LICENSOR gives LICENSEE fifteen (15) business
days prior written notice, and provided that LICENSOR makes
reasonable best efforts to relocate the Licensed Site to a location
that is suitable for LICENSEE's purposes. When such a request is
made, LICENSEE will relocate its Mobile Communications Facility to
the alternative site specified by LICENSOR, within such fifteen
(15) days period. In the event of a relocation hereunder, LICENSOR
and LICENSEE agree to execute and deliver any document or agreement
neces:3ary to evidence such relocation. In the event that, despite
LICENSOR's reasonable best efforts, the Licensed Site cannot be
relocated to a location that it suitable for LICENSEE's purposes,
the LICENSEE may terminate the License and will be entitled to
repay~ent of any unearned pre-paid license fees.
4. License Fees. Effective as of the Commencement
Date, LICENSEE shall pay a license fee of Six Hundred and 00/100
2
:r
($600.00) Dollars to the Augusta Fire Department for the period
from the date of the execution of this License through April 12,
1998, and thereafter shall pay to Augusta a monthly license fee of
One Thousand and 00/100 ($1,000,00) Dollars, The monthly license
fee :3hall be paid, in advance, to LICENSOR or to another person,
firm or place as LICENSOR may, from time to time, designate to
LICENSEE in writing at least thirty (30) days in advance of any
license fee due date. License fees for any partially licensed
month during the Term shall be pro-rated based on the number of
days in said month. Except as provided for in Section 3(B) of this
License, LICENSOR will reimburse any unearned pre-paid license
fees, which obligation survives termination of this License.
5. Use,
A. LICENSEE may use the Licensed Property for the
purpcse of the installation, maintenance, operation, and removal of
a Mobile Communications Facility, commonly known as a "cellon
wheels", and uses incidental thereto. The Mobile Communications
FaciJ,ity trailer and the equipment, panels, generators, cables,
wires (including guy wires, if applicable), and acces$ories brought
onto the Licensed Property or the Tract by LICENSEE, or with
LICENSEE's consent, are collectively referred to as the "Mobile
Commt;.nications Facility". The Mobile Communications Facility is
and shall remain LICENSEE's personal property and shall not be,
become or be deemed to be fixtures on the Licensed Property.
B. LICENSEE may secure the Mobile Communications
Facility with fencing or otherwise, and may stabilize the Mobile
Communications Facility with guy wires as required for LICENSEE's
proposed use, Should LICENSEE deem it necessary to use fencing or
guy wires to secure or stabilize the Mobile Communications
Facility, LICENSOR grants LICENSEE the privilege in, over, across
and t.hrough the Licensed Property and Tract, as LICENSEE deems
neces,sary, for the purpose of fencing and of stabilizing the Mobile
Communications Facility by installing, maintaining, and removing
guy wires extending from the Mobile Communications Facility. This
license privilege for fencing and guy wires shall extend to the
specific areas described in Exhibit "A" attached hereto, with an
area ten (10) feet on each side of such fencing and guy wires
(incl~ding the guy wire anchors on the ground and above) being
considered a part of the Licensed Property.
6. Utilities, LICENSEE shall be solely responsible
for, and shall promptly pay, all charges for utilities used by
LICEN:3EE on the Licensed Property, and for the cost of the
installation and maintenance of all utility meters associated with
such utility service. If necessary, LICENSOR shall cooperate with
LICENSEE, at no cost to LICENSOR or any utility, to obtain utility
3
'"
services through the Tract to serve the Licensed Property as needed
by LICENSEE, by signing or obtaining the execution and delivery of
such documents or easements as may be requested by LICENSEE and
requi.red by the utility companies to provide said utility services
to the Licensed Property.
7. Liabilitv and Indemnitv, LICENSEE shall indemnify
and ~old LICENSOR harmless from all claims (including costs and
expenses of defending against such claims, through counsel
desis"nated by LICENSEE) arising from the use, negligence or willful
misconduct of LICENSEE or LICENSEE's agents, employees, contractors
or invitees, in or about the Licensed Property. The provisions of
this Paragraph 7 shall survive termination of this License.
8. Defaults and Remedies.
A. LICENSEE's Default. Notwithstanding anything
in tt.is License to the contrary, LICENSEE shall not be in default
under this License until: (i) ten (10) days after LICENSEE's
receipt of written notice from LICENSOR of non-payment of license
fees or other sums due by LICENSEE under this License, which non-
payment is not cured within said time; or (ii) thirty (30) days
after LICENSEE's receipt of written notice from LICENSOR of any
breach of this License by LICENSEE, other than non-payment of
license fees or other sums, which breach is not cured within said
time; provided, however, when any such breach cannot reasonably be
cured within said time, LICENSEE shall not be deemed to be in
default under this License if LICENSEE begins to cure such breach
within said time and thereafter diligently pursues such cure to
completion.
B. LICENSOR's Default. Except as otherwise
provided in this License, LICENSOR shall not be in default under
this License until ten (10) days after LICENSOR's receipt of
written notice from LICENSEE of any breach of this License by
LICENSOR, which breach is not cured within said time; provided,
however, where any such breach cannot reasonably be cured within
said time, LICENSOR shall not be deemed to be in default under this
Licenf3e if LICENSOR commences to cure such breach within said time
and 'thereafter diligently pursues such cure to completion.
Notwi"thstanding the foregoing, LICENSOR shall be in default if
LICENSOR fails to cure, within twenty-four hours of notice, a
breacj~ causing interference with reception and/or transmission of
radio signals from the Mobile Communications Facility.
9. Insurance. LICENSEE shall maintain in force during
the Term bodily injury and property damage insurance of not less
than $1,000,000.00 insuring LICENSOR and LICENSEE against all
liability arising out of the use or occupancy of the Mobile
4
.., .-
...
Communications Facility and appurtenant areas used by LICENSEE.
10. Non-Interference.
A. LICENSEE's equipment will not provide stray
currents that will in any way damage the LICENSOR's property or the
property of other occupants of the Leased Premises.
B. LICENSEE agrees to install equipment of types
and frequencies which will not cause interference to LICENSOR or
other occupants of the Leased Premises which are in place as of the
Commencement Date. If requested by LICENSOR, LICENSEE shall
provide a detailed RF interference analysis showing potential
conflicts between LICENSEE's frequencies and those of LICENSOR or
other occupants already in place on the Leased Premises. In the
event LICENSEE's equipment causes such interference, LICENSEE will
take all steps necessary to correct and eliminate the interference,
If sa.id interference cannot be eliminated within forty-eight (48)
hourE: after receipt of written notice from LICENSOR to LICENSEE,
LICEKSEE shall temporarily disconnect the electric power and shut
down LICENSEE's equipment (except for intermittent operations for
the purpose of testing, after performing maintenance, repair,
modification, replacement, or other action taken for the purpose of
correcting such interference) and if such interference is not
corrected within thirty (30) days after receipt of said written
notice, LICENSEE agrees to remove LICENSEE's equipment from the
Leased Premises and this Agreement shall then terminate without
further obligation on either part except as may be specifically
enumerated herein.
(C) In the event LICENSOR enters into lease or
license agreements with others for the Leased Premises, then
LICENSOR agrees to require such lessees or licensees to install
equiplnent of types and frequencies that will not cause interference
to LICENSEE's communications operates being conducted on the Leased
Premises. LICENSOR agrees that in the event such lessee or
licensee causes interference with LICENSEE's equipment, LICENSOR
will require such lessee or licensee to take all steps necessary to
corre::t and eliminate the interference. If said interference
cannot be eliminated within forty-eight (48) hours after receipt of
notice of the existence of the interference from LICENSOR to such
lessee or licensee, LICENSOR shall cause such lessee or licensee to
disconnect the electric power and shut down such lessee's or
licensee's equipment (except for intermittent operation for the
purpo.se of testing, after performing maintenance, repair,
modification, replacement, or other action taken for the purpose of
correcting such interference) and if such interference is not
completely rectified to the satisfaction of LICENSEE within thirty
(30) days after receipt of said notice by such lessee or licensee,
5
'\.
"
LICENSOR shall, upon LICENSEE's request, cause such lessee or
licensee to remove its antennae and transmitting and receiving
equipment from the Leased Premises.
11. Warranties. LICENSOR warrants, represents and
covenants that: (a) LICENSEE shall, upon paying the license fees
and materially observing the other covenants and conditions herein
on its part to be observed, peaceably and quietly enjoy the
privileges herein granted during the Term without hindrance,
ejection or molestation by LICENSOR or any person or entity
whomE:oever; (b) LICENSOR shall warrant and defend the same to
LICENSEE against the claims and demands of all persons and
entities; (c) LICENSOR is seized of good and marketable title to
the Tract, free and clear of all liens, encumbrances, restrictions,
or regulations that would prohibit LICENSEE's intended use thereof;
and (d) LICENSOR and the person(s) or entity(ies) executing and
perfcrming this License on LICENSOR's behalf has/have full power
and authority to enter into and perform this License.
12. Assiqnment, LICENSEE shall not voluntarily assign
its interest in this License or in the Licensed Property without
LICENSOR's prior consent. Notwi thstanding anything contained
herein to the contrary, LICENSOR hereby expressly consents to
LICEN~3EE' s assignment of its interest in this License to any entity
owned or controlled by LICENSEE, or any entity that acquires
substantially all of the assets or shares of LICENSEE. Any
permitted assignee of LICENSEE shall agree in writing to assume and
perfo:c-m all of the terms and conditions of this License on
LICEN~3EE' s part to be performed from and after the effective date
of such assignment and then shall enj oy all of the rights and
privileges of LICENSEE under this License, Any such assignment
shall operate to release the theretofore current LICENSEE of its
liabilities and obligations arising hereunder after the date of
such assignment.
13. Notice. All notices under this License must be in
writing and shall be deemed validly given if sent by hand delivery;
certified mail, return receipt requested; or by a national
overnight delivery service, addressed as follows (or to any other
addreEls that the party to be notified may have designated to the
sender by like notice at least thirty (30) days prior) :
LICENSOR: Augusta, Georgia
Room 801, City-County Bldg. (11)
530 Greene Street
Augusta, Georgia 30911
Attention: Charles R, Oliver, Administrator
and Chief Ronnie Few, Augusta-Richmond
County Fire Department
6
'\
~.
LICENSEE: Price Communications Wireless, Inc.
Attn: Property Management Dept.
500 Pine Avenue
Albany, GA 31701
Phone: (912) 431-1415
With a copy to:
Price Communications Wireless, Inc.
Attn: Legal Department
12800 University Drive, Suite 500
Ft. Myers, FL 33907-5333
Such notices shall be deemed received upon receipt if
hand delivered, the next day if sent via overnight delivery or upon
receipt if sent via certified mail.
14. LICENSOR's Entrv Riqhts. LICENSOR has the right to
enter the Licensed Property, provided, for safety purposes,
LICENSOR shall enter the portion of property on which the Mobile
Communications Facility is located only when accompanied by
LICENSEE.
15. Miscellaneous.
A. Entire Document; InterDretation. This License
contains all agreements between LICENSOR and LICENSEE related to
the ]:"ICENSOR' s grant of a license to LICENSEE regarding the
Licensed Property; and no oral agreement, promises or
understandings relating to the Licensed Property or the Tract shall
be binding on either LICENSOR or LICENSEE in any dispute or
proceeding at law. Any modification to this License shall be void
and ineffective unless made in writing and signed by LICENSOR and
LICENSEE. Time is of the essence in this License.
B. Governinq Law. This License and the
performance thereof shall be governed and construed by the laws of
the Scate of Georgia.
C, Bindinq Effect. This License shall inure to
the benefit of and be binding on the heirs, executors, personal
repre:3entatives, successors and assigns of LICENSOR and LICENSEE.
D. Invaliditv. If any provision of this License
is determined to be illegal or unenforceable, such determination
shall in no way affect the legality or enforceability of any other
provision of this License; any such affected provision shall be
modified, amended or deleted to the extent possible to give the
fullest effect to the purposes of the parties and to this License;
7
"
/
and the parties hereby declare that they would have agreed to the
remaining parts of this License if they had known that such
provisions would be determined to be illegal or unenforceable.
E . Waiver. No course of dealing between the
parties or any delay on the part of a party to exercise any right
it may have under this License shall operate as a waiver of any of
the rights hereunder or by law or equity provided, nor shall any
waiver of any prior default operate as the waiver of any subsequent
default.
F. Venue, All claims, disputes and other matters
in question between the LICENSOR and the LICENSEE arising out of or
relating to the Agreement, or the breach thereof, shall be decided
in the Superior Court of Richmond County, Georgia. The LICENSEE,
by executing this Agreement, specifically consents to venue in
Richmond County and waives any right to contest the venue in the
Superior Court of Richmond County, Georgia.
IN WITNESS WHEREOF, the parties hereto have set their
hand and affixed their respective seals the day and year first
above written.
Signed, sealed and delivered
This ~ day of I-n~~ , 1998,
in the presence o~
Th:tJ d 'IJ?~
:zt~i ~
Not::a-ry lub~ ;. ,\ St~te of GA
My C~~~mn],'sslo9 explres: /~~/
c :: (~EALjt
Signed, sealed and delivered
This ~~ay Of~, 1998,
in th2 presence 0 :
fJtLl~ /J. ~
Witness
~ -1~J ,8. -I>>~
~y Public, State of ',RL)IVOIr
My Co':nmission expires: 02#911
),~~tlWJ'IIIIII~
~~''..~ ......,., rN;!",,"
.~.~~...~OTAlI ;;<'~j.~
~ ... r.. ~
i CoI.. Expires \ t
FD. 't 1999 : ::
lID. CC 442355 f ~
.. S
. ~ .....~ ~
OF f\l ~~,~
fl"UIll"\\\~
LICENSOR:
~
s/'4ttt
.....
(SEAL.)
~:( ':;:.~t
", ....
This cloC\l1IItnl QIlrll"td as
IOF.-: nqlncllorm,
r-II.f1.
. ., . 0f!\eY Dall
V
~/
,/
- '~ '. ; ~
\..-<C" . _ -' 1''-~
LICENSEE:
-.:;
j/ (J~
,.::~ \,~
qjl{1InJ{i~~
~~~~
C erk
8