Right-of-Way Access and Service Agreement

This Right of Way Access and Service Agreement (“Agreement”) made this ___ day of
_______, 20__ by and between the City of Miami, Florida (hereinafter “City”), and Illumination
Technologies, LLC, a Delaware limited liability company authorized to transact business in the
State of Florida (hereinafter “Illumination Technologies” ) whose principal offices are 2332
Galiano Street, 2nd Floor, Coral Gables, Florida, 33134. The City and Illumination Technologies
may also be referred herein as the “Parties”.
WITNESSTH
WHEREAS, the City maintains and operates public rights-of-way within the City’s
territorial boundaries; and
WHEREAS, Illumination Technologies provides municipal infrastructure solutions
relating to security, urban illumination, on-street connectivity, among others; and
WHEREAS, the City wishes to enter into this Agreement to allow Illumination
Technologies access to identified areas of the Rights-of-Way in exchange for the construction by
Illumination Technologies of certain infrastructure improvements which will benefit the City, its
residents, businesses and visitors; and
WHEREAS, the purpose of this Agreement is to provide the terms associated with any
access to the Rights-of-Way by Illumination Technology; and
WHEREAS, pursuant to the applicable provisions of the City of Miami Procurement
Ordinance, the City Manager may waive competitive sealed bidding methods by making a written
finding which shall contain reasons supporting the conclusion that competitive sealed bidding is
not practicable or is not advantageous to the City, which finding has been ratified and the award
approved by an affirmative vote of four-fifths of the City Commission; and
WHEREAS, this Agreement has been approved by a supermajority (4/5th vote) of the City
Commission at its meeting of ____________ and was not required to be competitively procured
by virtue of Section 18-85 of the City of Miami Procurement Ordinance as codified in the City
Code of Ordinances; and
WHEREAS, the City Commission has additionally determined that this Agreement is in
the best interests of the City and furthers the public safety, health, and general welfare;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein
contained, the sufficiency of which the Parties acknowledge, Illumination Technologies and the
City hereby agree as follows:
1. Definitions.
For purposes of this Agreement, the following terms are defined:
i. “Agreement” shall mean this Right-of-Way Access and Service Agreement
and any renewals or amendments thereof.
ii. “City” shall mean the City of Miami, a Florida municipal corporation. For
the purposes of this Agreement, “City” without modification shall mean the City Manager.

18-3231
Revised 4-17-19/Revised 8-25-19
 iii. “City Authorities” shall mean any subsidiary agency or instrumentality of
the City, including without limitation, City agencies, boards, commissions and other City
authorities providing that this Agreement does not bind any City agency or instrumentality
(e.g. Department of Off-Street Parking, any Community Redevelopment Agency, Bayfront
Park Management Trust, Virginia Key Beach Park Trust , Health Authority, or Downtown
Development Authority, etc. ) to utilize this Agreement until, as authorized by their
respective boards, in compliance with all applicable laws and regulations including
separate bid waivers, as applicable, if, at their discretion, they decide to use this Agreement.
iv. “City Commission” shall mean the legislative body of the City.
v. “City Manager” shall mean the Chief Executive Officer of the City. The
City Manager may, by written delegation memo, authorize a City employee to act as the
Manager’s designee for administrative approvals requested from the City Manager under
this Agreement.
vi. “Construction Costs” shall mean all of Illumination Technologies’
expenses relating to the development, design and construction of Facilities at a Site.
Construction Costs shall include any labor, materials, supplies, utilities, permits/licenses,
equipment, and professional services necessary to develop and construct new or
replacement Facilities except as may otherwise be provided by this Agreement, including
but not limited, to Paragraph 2.H.
vii. “Environmental Assessment” shall mean an assessment conducted in
accordance with the then current ASTM standard for environmental assessments, or other
appropriate review of the environmental conditions then existing at a Site, including such
sampling or testing as deemed appropriate by Illumination Technologies’ environmental
consultant.
viii. “Facility or Facilities” shall mean Multipurpose Poles capable of hosting
vigilance video cameras, as well as the necessary equipment for the transmission of images,
through optical fiber or other means. The term “Facility or Facilities” may also include
other equipment that may be attached, incorporated within the Multipurpose Poles or
otherwise located on a Site, including but not limited to, urban lighting,
telecommunications equipment, Fiber as defined herein, Tag Readers and Flood Sensors.
The term “Facilities” does not include User Equipment as defined by this Agreement.
ix. “Fiber” shall mean any fiber optic cable and any related conduit currently
owned or owned in the future by Illumination Technologies and which supports the
Facilities and User Equipment located on the Multipurpose Poles. The definition of
“Fiber” does not include any strands dedicated to the City pursuant to Paragraph 2.H.
x. “Flood Sensors” shall mean equipment to be installed at the sole cost and
expense of Illumination Technologies which will monitor flood-prone areas in real time to
rapidly detect and alert officials, businesses, and citizens to potential threats due to rising
water levels. Also known as flood inundation sensors, the equipment will measure and
report water elevations monitor flood-prone areas in real time to rapidly detect and alert
officials, businesses, and citizens to potential threats due to rising water levels. Also known
as flood inundation sensors, the equipment will measure water elevations and flood

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conditions back to operation centers, first responders, and citizens through a common user
interface.
xi. “Hazardous Condition” shall mean the release, or the threatened release, or
the presence, use, treatment, storage or disposal of, any material or substance regulated as
a hazardous, toxic or dangerous substance or pollutant under environmental laws.
Hazardous Condition shall include, but not be limited to, any activity whatsoever involving
the presence at, on, under or about (including in soil, surface water or groundwater), of (i)
any hazardous waste, extremely hazardous waste, restricted hazardous waste, toxic
pollutant or hazardous pollutant, or words of similar import, as defined in the Resource
Conservation & Recovery Act, as amended, and any regulations or guidelines promulgated
thereunder; (ii) any hazardous substance as defined in the Comprehensive Environmental
Response, Compensation and Liability Act as amended, and any regulations or guidelines
promulgated thereunder; (iii) any toxic substance or hazardous chemical as defined in the
Toxic Substances Control Act, as amended, and any regulations or guidelines promulgated
thereunder; (iv) the discharge of any pollutant under the Federal Water Pollution Control
Act, as amended, and any regulations or guidelines thereunder; (v) any petroleum or refined
petroleum product, or other petroleum hydrocarbon; (vi) asbestos; (vii) polychlorinated
biphenyls; (viii) any pollutant or hazardous air pollutant under the Clean Air Act, as
amended, and any regulations or guidelines promulgated thereunder; and (ix) any
substance or waste regulated under other applicable environmental law. “Environmental
Laws” hereunder shall mean the statutes referenced in clauses (i), (ii), (iii), (iv), (viii) and
(ix), above, the occupational Safety & Health Act, the Hazardous Materials Transportation
Act, any state analogues to any of them, and any regulations or rules promulgated under
each of them, each as amended and in effect from time to time.
xii. “Interference” shall mean unwanted signals that interfere with the
intelligibility of desired signals.
xiii. “Multipurpose Pole(s)” shall mean the vertical structure(s) proposed and
owned by Illumination Technologies that are capable of hosting Facilities and User
Equipment, which expressly includes small wireless facilities as defined by Section
337.401(7), Florida Statutes, among other uses. Examples of Multipurpose Pole(s)
approved as part of this Agreement are described in Exhibit “B” attached hereto and made
a part hereof. A Multipurpose Pole shall not be considered a “Authority Utility Pole” for
purposes of Section 337.401(7), Florida Statutes.
xiv. “Public Safety” shall mean those functions of Federal, State and City
Authorities directly related to the protection of life and property.
xv. “Rights-of-Way” shall mean a public right-of-way, highway, street, bridge,
tunnel or alley for which the City is the authority that has jurisdiction and control and may
lawfully grant access to pursuant to applicable law, and includes the surface, the air space
over the surface and the area below the surface. The term also includes those Rights-of-
Way over which Miami-Dade County or the Florida Department of Transportation has
jurisdiction and authority under the Florida Transportation Code, Chapter 334, Florida
Statutes, as same may be amended from time to time, but where the County or State or both
have expressly delegated, by written agreement, to the City the authority to regulate the
permitting, placement, installation and maintenance of facilities in the Rights-of-Way.

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 “Rights-of-Way” shall not include private property or easements over private property,
otherwise this Agreement shall only apply to the “City street system” which means all local
roads within a municipality, and all collector roads inside that municipality, which are not
in the county or state, road system. This definition is referenced in Section 334.03, Florida
Statutes.
xvi. “Site” shall mean the identified area within the Rights-of-Way owned or
controlled by the City on which Facilities will be constructed or erected or on which
Facilities presently exist.
xvii. “Small Wireless Facilities” shall have the same meaning as provided by
Section 337.401, Florida Statutes.
xviii. “Tag Readers” shall mean devices to be installed by Illumination
Technologies which provide …..
xix. “Term” shall have the meaning assigned to such term in Paragraph 3.
xx. “User” shall include a third-party (excluding City agencies,
instrumentalities or authorities) that executes a User agreement with Illumination
Technologies to place User Equipment on, within or adjacent to the Multipurpose Pole.
xxi. “User Equipment” shall include, but is not limited to, telecommunication
transmitting and receiving equipment, antennae and/or cable installed by a User on a
Facility or within conduit owned by Illumination Technologies and located within the
Rights-of-Way. The term User Equipment expressly includes Small Wireless Facilities.
xxii. “Vigilance Security Network” shall mean the vigilance video camera
network consisting of a series of video cameras and the necessary equipment for the
transmission of images, through optical fiber or other means, and connected through a
network terminating at a designated central station. Included within this definition is the
necessary monitoring equipment at the designated central station. Flood Sensors, Tag
Readers and any additional equipment outlined on Exhibit “C” attached hereto and made a
part hereof is expressly excluded from the definition of Vigilance Security Network.
xxiii. “Work” shall mean the design, engineering, construction, management,
marketing and operation of the Facilities and Fiber under the terms of this Agreement.
2. Agreement and Grant.
A. During the Term of this Agreement, the City hereby grants to Illumination
Technologies a license to access the Rights-of-Way for placement of and to use all rights of the
City in and to the Sites which are necessary for Illumination Technologies’ full use and utilization
of the Sites for the purposes set forth in this Agreement, and hereby grants to Illumination
Technologies the right to design, develop, construct, market, install, maintain and operate Facilities
within the Rights-of-Way subject to the provisions hereof. Illumination Technologies shall bear
the entire cost and expense related to permitting, design, development, construction, Construction
Costs, installation, inspection, marketing, maintenance, other required approvals, and operation of
the Facilities to be developed pursuant to this Agreement, except as may be otherwise provided
for herein, and Illumination Technologies shall indemnify, defend and hold the City harmless, its
officials and employees therefrom.

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 B. The City hereby specifically grants to Illumination Technologies the right to
develop the Facilities on the Sites mutually agreed upon by the City and Illumination
Technologies. Such Sites are described on Exhibit “A” (or any supplement thereto agreed upon
by the Parties as an amendment to this Agreement as provided by Paragraph 7) attached hereto
and made a part hereof. Such grant by the City includes the placement of any Fiber and back-haul
network necessary within the Rights-of-Way to connect the Facilities and User Equipment,
including any Facilities placed for the benefit of the City as provided by this Agreement to the
end-point identified by the City for its use, as well as any future User Equipment placed on the
Facility. Where practicable, Illumination Technologies agrees to install Fiber and any related
conduits underground. As a portion of the Facilities to be placed expressly benefit the City, to the
extent any portion of the Facilities to be placed in the Rights-of-Way requires permits or approvals
from other governmental entities, the City acknowledges and agrees to support and otherwise
provide assistance to facilitate the issuance of any third-party permits or approvals. To facilitate
any permits or approvals within Rights-of-Way owned and/or controlled by other governmental
entities, the Parties acknowledge that the permit applications may be submitted by an affiliated
entity of Illumination Technologies.
C. Illumination Technologies shall also have the right to enter into agreements with
Users wherein Illumination Technologies or the User shall be entitled to install and/or attach, User
Equipment on, within or adjacent to the Multipurpose Poles and to otherwise lease Fiber or space
within any conduit owned by Illumination Technologies. Illumination Technologies shall also
have the right in connection with its use of the Sites to place warning signs and do whatever else
is reasonably necessary to comply with applicable existing and proposed safety standards,
including, but not limited to, electromagnetic-energy (EME) safety standards, related to
Illumination Technologies’ use or the Users use of the Site.
D. The Parties acknowledge that a material component of this Agreement is the ability
of Illumination Technologies to enter into third party agreements for the placement of User
Equipment on the Sites. Such agreements, however, shall not contravene or violate any contractual
rights of existing occupants of the Rights-of-Way and any claims or actions in that respect are
included in the Hold Harmless and Indemnity from Illumination Technologies in favor of the City
of Miami. Any third party agreements for the placement of User Equipment shall require that any
User of the City’s Right-of-Way comply with any legally applicable provisions of the City Code,
including but not limited to, any required registration or permitting outlined in Chapter 54 of the
City Code. It is the City’s desire to facilitate and encourage the collocation of Small Wireless
Facilities on the Multipurpose Poles and the Sites identified on Exhibit “A” as allowed by
applicable law. To this end, Exhibit “B” attached hereto and made a part hereof provides various
design options for proposed Multipurpose Poles and related equipment and construction methods
in an effort to facilitate collocation of Small Wireless Facilities. Notwithstanding the foregoing,
it is the City’s desire that any Small Wireless Facilities be placed within and/or ground mounted
adjacent to any Multipurpose Pole and Illumination Technologies agrees to include this
aspirational language in any third party User agreement. However, both Parties agree and
acknowledge that, in light of the statutory protections afforded Small Wireless Facilities by Section
337.401, Florida Statutes, in order to encourage collocation on the Multipurpose Poles such
requirement is aspirational only and will not be a requirement of any permit that may be issued by
the City for such facilities.

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 E. Prior to any proposed installation of a Facility on a Site, Illumination Technologies
shall submit to the City the following documentation:
i. The location of the proposed Facility with reference to Exhibit “A”.

ii. The type of Facility proposed as identified in Exhibit “B”.

iii. Any required site plans and construction plans.

iv. Description of any proposed maintenance of traffic and sidewalk closure plan.
v. A description of any restoration or remediation work or other City action
required.
vi. Copies of any permit applications and approved permits or similar approvals,
as applicable, that will be required from Miami-Dade County, State of Florida, or other
entities as appropriate.
vii. Current certificates of competency and other required approvals for the
contractors performing the Work.
F. The City shall review and, where a permit is required to be issued by the City,
process and approve any such permit(s) for the proposed Facilities in a timely fashion, but no later
than forty-five (45) days following submission of all the information required by paragraph D
above along with a complete and acceptable permit application. The City agrees to expedite and
review any permit(s) within thirty (30) days following receipt upon the payment of an additional
fee of $500.00. It is the intent of the Parties that any permits be reasonably expedited as the location
of any Sites and the Facilities proposed have been previously approved as part of this Agreement
or any amendment thereto..
G. Not later than ten (10) days prior to any proposed construction of a Facility on a
Site approved by the City Manager in accordance with Paragraph 2.E. above, Illumination
Technologies shall provide to the City a schedule for any construction which shall include the
following information:
i. A copy of the approved site plans and construction plans.
ii. A schedule of construction.
iii. Names and contact information of any contractors who will handle the
construction.
iv. Approved maintenance of traffic and sidewalk closure plan.
v. Copies of all required permits to allow the construction of the Facilities.
H. Consideration to the City for Facilities developed under the terms of this
Agreement.
i. In exchange for the access to the Rights-of-Way by the City in the areas
identified on Exhibit “A” and as may be amended as provided herein, Illumination
Technologies agrees to install, at its own cost and expense, one, some or all of the following
as determined by the City Manager: a Vigilance Security Network, Flood Sensors, and/or
Tag Readers on any new Multipurpose Pole, together with the related back-haul network
to connect the Vigilance Security Network, Flood Sensors, and/or Tag Readers to the City

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of Miami Data Center. Any such facilities will be included in the plans to be provided in
connection with Paragraph 2.E above and within the timeframes provided by Paragraph
2.H.ii below.
ii. Illumination Technologies agrees to reserve space and an identified capacity
within and on the Multipurpose Pole(s). The space and capacity reserved to the City shall
be as provided in Exhibit “B”. Any equipment listed in subparagraph 2.H.ii above and as
may be otherwise provided herein shall be placed within the reserved area on the
Multipurpose Pole. The City shall be allowed to place any additional facilities outlined
on Exhibit “C” within this reserved space to the extent such can be accommodated within
the capacity reserved to the City. Notwithstanding the foregoing, the City acknowledges
that Illumination Technologies shall only be responsible for providing, at its cost, the
Vigilance Security Network, Tag Readers and Flood Sensors (for purposes of this
subparagraph the “Sensor Package”) on the Multipurpose Poles, together with the
necessary Fiber to connect these facilities to the City’s monitoring station. To the extent
any additional facilities outlined on Exhibit “C” are requested by the City to be placed on
the Multipurpose Pole within the area and capacity reserved for the City, the City
understands that such additional equipment shall be at the City’s cost to the extent it
exceeds the cost of the Sensor Package as agreed upon by the Parties. The City shall advise
Illumination Technologies of what equipment the City requests on each Site identified on
Exhibit “A” within thirty (30) calendar days of the approval of this Agreement or in
connection with any amendment of Exhibit “A” as provided by this Agreement.
iii. Illumination Technologies agrees to dedicate four (4) strands of fiber to the
City, which fiber may be used by the City for any uses, purposes, programs or other lawful
purpose and which is approved by the City Manager or the City Commission at their sole
discretion, within any fiber optic cable placed in connection with this Agreement.
iv. Illumination Technologies further agrees to pay for any applicable engineering,
public works, and building permits required for construction of any Multipurpose Poles
and related Facilities.
v. Illumination Technologies further agrees to provide Wi-Fi pursuant to the
specifications outlined on Exhibit “C” and limited to the following three City parks: Coral
Gate Park, Bryan Park and Shenandoah Park. Illumination Technologies will design and
install the Wi-Fi system at each of the three (3) parks and install a wired point of connection
(POC) or demarcation point so that it can be connected to the City’s existing internet
service provider (ISP) at each of the locations. The City’s IT department will be
responsible for maintenance, management and operation of the Parks’ Wi-Fi network.
vi. Illumination Technologies further agrees to maintain any Facilities placed in
the Rights-of-Way of the City, including the Vigilance Security Network, Tag Readers,
Flood Sensors and Fiber placed for the benefit of the City or which may have been
dedicated to the City pursuant to this Agreement, in a condition which, at minimum,
complies with all codes, laws and prevailing industry standards, and in good working
condition and as provided by Paragraph 13. The Parties expressly acknowledge that title
to, and operation of, the Vigilance Security Network, Flood Sensors, Tag Readers, and any
additional facilities constructed on the Multipurpose Pole pursuant to Paragraph 2.H,
particularly subparagraph 2.H.ii, and facilities provided to the City pursuant to

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 subparagraph 2.H.v above, and any strands dedicated by subparagraph 2.H.iii, will be
vested and be the responsibility of the City.
vii. Any equipment to be provided to the City or placed by the City pursuant to this
Paragraph 2.H shall not create or cause any radio frequency or Interference issues with
User Equipment or other Facilities owned by Illumination Technologies and placed on the
Multipurpose Poles. In the event any radio frequency or interference issues are discovered,
the City shall diligently work with Illumination Technologies and/or any User to resolve
any radio frequency or Interference issues as expeditious as possible or as otherwise may
be required by applicable law.
3. Term. The Agreement shall commence on the date it is approved by the City
Commission and shall continue for thirty (30) years thereafter (together with any period of renewal
of this Agreement, if applicable, the “Term”). City shall give Illumination Technologies written
notice in accordance with Paragraph 21 of said approval within three (3) business days thereafter
and shall follow up promptly with written notice confirming said commencement date. Provided
Illumination Technologies is not then in default of any of the provisions of the Agreement beyond
any applicable grace periods, Illumination Technologies may have three (3) ten (10 ) year renewal
option periods, each of which must be exercised by written notice to the City in accordance with
Paragraph 21 and are subject and conditioned upon acceptance by the City Manager in writing, in
the exercise of his professional discretion, subject to compliance with applicable laws, codes, and
regulations. The initial renewal notice may be requested not more than fifteen (15) years nor less
than six (6) months before the expiration of the initial Term. Thereafter, each renewal notice may
be given not more than five (5) years nor less than six (6) months before the expiration of any
remaining Term.
4. Title.
A. Title to Facilities. Except as otherwise provided by Paragraph 2.H.vi, Illumination
Technologies shall be the legal and equitable owner of all new Facilities Illumination Technologies
constructs in accordance with this Agreement. Upon expiration or termination of this Agreement
pursuant to Paragraph 26, title to the Facilities, including the Multipurpose Poles, shall remain in
the name of Illumination Technologies, with the exception of the facilities outlined in Paragraph
2.H above, which facilities shall continue to be owned and operated, including any maintenance
and repair, by the City. A Multipurpose Pole shall not be considered a “Authority Utility Pole”
for purposes of Section 337.401, Florida Statutes, unless a different determination is made as
required by applicable state or federal law in which case provisions of Paragraph 8.A shall apply
to require the Parties to renegotiate this Agreement.
B. Property Interest. This Agreement shall not confer upon Illumination Technologies
any ownership or leasehold, tenancy, estate or possessory interest, except for the rights granted in
connection with the Facilities as provided by this Agreement, in real property owned by or under
the jurisdiction of the City, and Illumination Technologies agrees that it shall never make any
encumbrance upon or claim of such ownership or possessory interest.
5. Illumination Technologies Use of Facilities. The Parties acknowledge that a
material component of this Agreement is the use of the Facilities for the installation, operation and
maintenance of User Equipment, along with associated other electronic, telecommunications and
telecommunications-related equipment (which may be passive and/or active). Other uses not
specifically contemplated in the Agreement cannot be implemented without the both compliance

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with all applicable codes, laws, rules and regulations including, without limitation the City Code
and Charter and the Miami 21 Code, the zoning ordinance of the City, as amended or succeeded
by other zoning ordinances and the prior written approval, in his or her reasonable discretion, by
the City Manager, or designee, as provided by this Agreement and as otherwise allowed by law..
6. City’s Use of Facilities. Any Facilities placed on the Multipurpose Pole(s) pursuant
to Paragraph 2.H above and which will be owned and operated by the City shall operate
independently of any other Facility or User’s Equipment installed on, within or adjacent to a
Multipurpose Pole.
7. City Approval of New and/or Relocated Facilities. The City Manager or his
designee shall have sole and final prior, written approval, acting reasonably, of the development
of any and all proposed new Facilities in areas not identified on Exhibit “A” or where a location
identified on Exhibit “A”, due to identified site conditions within the Rights-of-Way or as needed
to accommodate User Equipment, must be relocated; provided, however, that the City Manager
may not unreasonably discriminate among providers of functionally equivalent services subject to
this Agreement, and the City Manager shall not base a determination regarding the placement,
construction, or modification of User Equipment on a Facility directly or indirectly on the effects
of radio frequency emissions to the extent a Facility complies with the radio frequency emission
rules of the Federal Communications Commission (“FCC”). Issues to be considered by the City
Manager include, but are not limited to, Public Safety and aesthetics. Any amendment to Exhibit
“A” which seeks to relocate a Facility due to identified site conditions or as needed to
accommodate User Equipment shall be presented to the City Manager and such approval granted
or withheld within ten business (10) days. Any amendment to Exhibit “A” which seeks to modify
or expand the geographic areas covered by this Agreement shall be mutually agreed upon by the
Parties. Such approval shall be granted or withheld within forty-five (45) days following any
request by either the City or Illumination Technologies’ to amend Exhibit “A” to the City Manager.
The Parties expressly acknowledge that any new Sites identified in any amended Exhibit “A” shall
still be required to obtain any permits or other approvals required by Paragraphs 2 above and shall
be required to provide any Facilities that may outlined in Paragraph 2.H. .
8. Compliance.
A. Illumination Technologies shall comply with all present applicable local, state and
federal laws, codes, ordinances, rules, statutes, and regulations pertaining to the Work. In the
event of a substantial change in local, State and federal laws, codes, regulations, ordinances, rules,
statutes or regulations which has a material adverse effect upon the economic benefits of this
Agreement to either party, the Parties shall negotiate in good faith to effect an equitable
reformation of this Agreement subject to the further review by the City Attorney as to legal form
and approval by the City Commission or City Manager, which approval shall not be unreasonably
withheld..
B. Illumination Technologies or its subcontractors shall use all commercially
reasonable efforts to obtain all necessary permits, certificates and other approvals required to fulfill
Illumination Technologies’ obligations under this Agreement. Illumination Technologies shall
provide copies of all such documentation to the City.
C. During the course of the Work, Illumination Technologies shall use all
commercially reasonable efforts to procure any and all permits and licenses that are necessary for

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performance thereof and shall observe and abide by all applicable restrictions and all laws, rules
and regulations.
D. Although covered by the general compliance mandated by this provision, it is
specifically understood that Illumination Technologies shall be responsible for the repair and
maintenance of any Multipurpose Poles erected by Illumination Technologies and shall ensure in
any User agreement that any User Equipment installed is operated in compliance with all rules and
requirements of the FCC and the Federal Aviation Administration (“FAA”) (the “FCC/FAA
Rules”).
9. Management of Site Engineering. Illumination Technologies shall have exclusive
engineering supervision over its own Facilities and User Equipment on the Sites. Such supervision
shall include, but is not limited to: (i) frequency coordination and acceptability; (ii) engineering
specifications; (iii) establishment of standards and practices consistent with, and necessary for, the
avoidance or elimination of interference; and (iv) acceptability of telecommunications equipment.
10. Work. Except as otherwise expressly provided in this Agreement, Illumination
Technologies shall perform all Work on new Facilities at its sole cost and expense.
A. Design of Multipurpose Poles.
i. Illumination Technologies, in coordination with the City, has identified various
Multipurpose Pole designs which can accommodate the Facilities and User Equipment as
outlined in this Agreement. The approved Multipurpose Pole designs are described in
Exhibit “B”. Any permit application for a new Facility on a Site shall include one of the
approved designs and shall be entitled to an expedited review.
ii. All design plans for the Facilities must be under the sign and seal of a state of
Florida Professional Engineer.
B. Construction of the Facilities. The Parties agree that in connection with the
construction of a Facility:
i. Illumination Technologies shall construct the approved Facilities, including all
necessary (as determined by Illumination Technologies) site development including, but
not limited to, any necessary (as determined by Illumination Technologies) remediation,
and equipment, at its sole cost and expense, except as otherwise provided herein.
ii. Upon completion of a Facility on a Site, Illumination Technologies shall
provide the City with complete sets of as-built site plans and drawings, stamped by a
Professional Engineer registered in the state of Florida, detailing the Facilities and all Site
improvements.
iii. All Work contemplated by this Agreement to be performed by Illumination
Technologies, including any obligations to repair or maintain the Facilities, shall be
performed by Illumination Technologies or, at its discretion, by qualified subcontractors.
C. Site Conditions. Any City approved and permitted Site to be used under this
Agreement is allowed to be used in “AS IS, WHERE IS” condition. The City disclaims any express
or implied affirmation or representation as to the suitability, features, soil and safety conditions or
any other features or conditions on the Site(s). By executing this Agreement Illumination
Technologies accepts the Sites “AS IS, WHERE IS” and covenants not to sue and releases the City
from any alleged defects, issues or matters relative to site conditions.

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 i. The City hereby states to Illumination Technologies that, to the best of its
knowledge, (i) the City has the authority and all requisite right, title and interest in the Sites
to grant to Illumination Technologies the rights pursuant to this Agreement and (ii) to the
knowledge of the City there is no Hazardous Condition at any Site which would result in
liabilities (whether accrued or contingent) to Illumination Technologies or adversely affect
the performance of Illumination Technologies’ obligations hereunder, currently or in the
future. Except as set forth herein, the City makes no representation or warranty to
Illumination Technologies, either express or implied, as to the use, operation, safety,
environmental condition, title or fitness for a particular purpose of the Sites, and
Illumination Technologies’ use of the Sites shall be on an “as is” basis. THE CITY
DISCLAIMS ALL WARRANTIES INCLUDING WITHOUT LIMITATION THE
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY
OF MERCHANTABILITY.
ii. Illumination Technologies, or its agents and environmental contractors, shall
have access at all reasonable hours to, and may inspect, the Sites, including without
limitation any location being considered as a new Site, and shall have the right to conduct
such reviews, including any survey, Environmental Assessment or environmental sampling
or investigation, as appropriate at any Site, including any Site being considered for the
construction of a new Facility. Illumination Technologies shall bear its own costs of
review, inspection and assessment, and shall make no claim for costs, damages, or expenses
arising from the condition of the Site, except a possible adjustment of time as provided in
this Paragraph 10.C.
iii. Illumination Technologies shall notify the City in writing promptly after
Illumination Technologies learns of the following conditions and before such conditions
are disturbed (except to the extent necessary to conduct an Environmental Assessment or
environmental sampling or investigation): (1) subsurface or latent physical conditions at
the Site such that remediation (at Illumination Technologies sole’s cost and expense) would
be required pursuant to any applicable laws, rules or regulations or (2) physical conditions
at the Site, of an unusual nature, differing materially from those ordinarily encountered and
generally recognized by Illumination Technologies as inherent in work of the character
provided for in this Agreement. The City shall investigate the conditions, and if it finds
that such conditions exist shall allow Illumination Technologies to identify a different Site
for the placement of its Facilities. If an alternate Site is selected by Illumination
Technologies, the City agrees to review and approve any relocated Site in accordance in
Paragraph 7.
iv. In the event Illumination Technologies or other persons learn of any Hazardous
Conditions in the performance of the Work or otherwise which were not introduced to the
Site directly or indirectly by Illumination Technologies, its affiliates, agents, or assigns
(“Discovered Hazardous Conditions”), Illumination Technologies shall notify the City as
provided in subparagraph (iii) above, shall restore the Right-of-Way and proceed to select
an alternate Site. In no event shall Illumination Technologies be responsible or held liable
for, any Discovered Hazardous Conditions, except for any increase, exacerbation or
disturbance of any Discovered Hazardous Conditions caused by its actions or activities
after first becoming aware of their existence.

11
 v. If Illumination Technologies or its affiliates, agents, or assigns introduces toxic
or hazardous materials to the Site directly or indirectly, Illumination Technologies shall be
solely liable for the removal or remediation of such introduced materials and for any
resulting delays.

With respect to any Discovered Hazardous Condition, the City, at its sole discretion
and at its sole option and at no cost to Illumination Technologies, shall reject the Site
altogether. Illumination Technologies may reject a proposed Site based on the findings of
an Environmental Assessment or as otherwise provided by this paragraph.
vi. The City makes no representation or warranty as to Site conditions, except as
expressly set forth in this Agreement. The Site conditions are granted for use in an “as is/
where is” condition.
11. Audit Procedures.
A. Records. Illumination Technologies shall maintain true and correct electronic
copies of maintenance and inspection records, permits and approvals required therefor in
connection with the performance of this Agreement (for purposes of this paragraph the “Audit
Records”) and shall retain the Audit Records for a period of not less than three (3) years after
completion of the Work.
B. Right to Audit. The City or its authorized representative may from time to time
and upon reasonable advance notice to Illumination Technologies, make an audit
of the Audit Records of Illumination Technologies required to be maintained in
connection with this Agreement.
C. Such right of inspection shall exist during the Term of this Agreement and for a
period of three (3) years thereafter.
D. Illumination Technologies must maintain the Audit Records necessary to document
compliance with auditable provisions of the Agreement. Illumination Technologies
acknowledges that additionally the City has the audit and inspection rights set forth
in § 18-100 to §18-102 as it relates to the Audit Records, City Code, as amended,
which are deemed as being incorporated by reference herein. Such records will be
made available to the City and its agents within Miami-Dade County, Florida
during the Term of this Agreement and for three (3) years thereafter.
All of Illumination Technologies’ operational records related to the Audit Records shall be
open to inspection and audit by the City or its designated representative at all reasonable times
during business hours following reasonable prior, written notice.
12. Facility Access. Illumination Technologies, including any Users, shall have the
right to gain access to all Facilities 365 days a year, 24 hours a day, providing, however they will
not interfere with the normal traffic operations. Illumination Technologies, including any Users,
shall obtain any required permit for any planned maintenance which affects (other than in the case
of an emergency) the normal flow of traffic of a Rights-of-Way.
13. Maintenance and Repairs. Regarding any Facility approved, developed or
improved under this Agreement, Illumination Technologies shall be responsible for performing all
repairs necessary to keep its Facilities on the approved Site in good and tenantable condition
including such maintenance, alterations, additions or improvements necessary (as determined by

12
Illumination Technologies) to remain in compliance with generally accepted engineering practices,
all applicable FCC/FAA Rules, and all other laws, rules and regulations.
Illumination Technologies’ obligation to maintain any Sites and maintain and repair any
Facilities constructed thereon shall be subordinate to, and shall not conflict with, all the City’s
other municipal uses including, but not limited to, the use and operation of any facilities placed on
the Multipurpose Pole pursuant to Paragraph 2.H above which is the primary public benefit being
provided. Any repair and maintenance of the Facilities placed on the Multipurpose Pole(s) by
virtue of Paragraph 2.H and which are owned and operated by the City shall be pursuant to
standards which shall be established by the City and provided to Illumination Technologies within
thirty (30) days of the approval of this Agreement or before the construction of any such Facilities,
whichever shall occur first.
14. Utilities. Illumination Technologies shall be, and, as applicable, shall cause its
Users to be, responsible for and promptly pay all charges for electricity, telecommunications, and
telephone service, or any other utility or similar charges applicable to Illumination Technologies’
or its Users’ use of the Facility. The City shall in no way be liable for these charges. The City is
not a partner or joint venture or affiliated with Illumination Technologies which is an unrelated
business entity . The City is not responsible for any debts, defaults or miscarriages of Illumination
Technologies or its officers, directors, employees, agents, servants and representatives.
As necessary, Illumination Technologies shall have, or shall cause its Users to have,
electrical current meters installed at each Facility. The cost of such meters and the installation,
maintenance and repair thereof shall be incurred by Illumination Technologies, or directly by
Users, as the case may be. Illumination Technologies shall be responsible for paying all respective
utilities consumed in operating the City’s Vigilance Security Network.
15. Illumination Technologies’ Right to Maintain Security. Illumination Technologies
may implement, at its sole cost and expense, any required security measures to ensure the security
of the Facilities and the User Equipment.
16. Inspections. The City shall have the right, upon reasonable prior notice to
Illumination Technologies, to inspect the Facilities at all stages and at all reasonable times. Given
the sensitivity of User Equipment, any inspections of User Equipment will be subject to reasonable
notice and further approval of the User. Illumination Technologies shall provide at its sole cost
and expense for professional inspection at times as determined necessary by Illumination
Technologies of all Facilities constructed or otherwise utilized under the terms of this Agreement.
Inspections shall be performed by firms with at least three years inspection experience and shall
be in accordance with ANSI EIA/TIA-222-G, or current revision of the code being used at the time
the Site was constructed. A copy of the results of each inspection shall be provided to the City
upon request.
17. Environmental.
A. Illumination Technologies, at its sole expense, shall, with respect to all Work,
Facilities and Sites, comply or cause compliance with all material provisions of applicable
Environmental Laws, provided however that Illumination Technologies shall have no liability for
Hazardous Conditions, except as set forth in Paragraph 10.C.v.
B. In addition to the general indemnity contained in Paragraph 20 of this Agreement,
Illumination Technologies specifically and comprehensively agrees to fully and completely

13
indemnify, defend and save harmless the City, the City’s successors and assigns and the City’s
present and future officers, officials, directors, employees or agents (collectively “Indemnities”)
from and against any and all liabilities, penalties, fines, forfeitures, demands, damages, losses,
claims, causes of action, suits, judgments, and reasonable costs and expenses incidental thereto
(including cost of defense, settlement, mediation, arbitration, administrative, regulatory, statutory,
civil, appellate and bankruptcy proceedings or actions, attorneys’ fees of any sort whatsoever,
consultant fees, investigative or adjuster fees, and expert fees), which the City or any or all of the
Indemnities may hereafter suffer, incur, be responsible for or disburse as a result of any liability
or responsibility whatsoever directly caused by or arising out of any Hazardous Condition which
results exclusively or substantially from Illumination Technologies’ use of the Sites; or from any
act, event, action, omission, undertaking from Illumination Technologies actions, omissions,
undertakings , and performance related to this Agreement; or from any alleged non-compliance,
violation, or failure to adhere to applicable laws, codes, rules, regulations, ordinances applicable
to this Agreement or from a duty arising under this Agreement; or for any personal injury, wrongful
death, property loss, damage or destruction arising by virtue of this Agreement; provided that this
indemnity shall not relate to any obligations of the Illumination Technologies under Paragraph
10.C. hereof, nor for any Hazardous Condition existing at a Site or arising from City activities
thereon. Furthermore, Illumination Technologies shall assume and tender defense at its own cost
and indemnify, defend, and save harmless the City and all Indemnities for any and all liability,
penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suits, judgments,
and reasonable costs and expenses incidental thereto including but not limited to cost of defense,
settlement, attorneys’ fees, consultant fees and expert fees, arising from or based on any Hazardous
Condition with regard to any Site, Facilities or Work which results exclusively from Illumination
Technologies’ use of the Sites; provided that this indemnity shall not relate to any obligations of
Illumination Technologies under Paragraph 10.C. hereof,
C. The Parties acknowledge that the Work may be subject to the National
Environmental Policy Act (“NEPA”). Illumination Technologies shall bear the cost of preparing
any required environmental reports and analyses related to any new Facility and development of
the Sites, but the City acknowledges the lead agency’s responsibility regarding the contents and
conclusions thereof. The Parties agree to work in good faith to accomplish any required
environmental reviews, in compliance with applicable law, and to enter into such arrangements on
mitigation of potential impacts as are appropriate, provided that neither party shall be obligated to
agree to any specific mitigation proposal with regard to any particular Site, and may, at the party’s
option, remove the location from the list of Sites or relocate the location.
D. This provision shall survive the expiration or earlier termination of the Agreement.
18. Insurance. Prior to the effective date of this Agreement, Illumination Technologies
shall file with the City risk manager, Certificates of Insurance evidencing compliance with all
requirements as required by Insurance Exhibit “D”.
All insurance required by the Agreement shall be obtained at the sole cost and expense of
Illumination Technologies; shall be maintained with insurance carriers authorized to do business
in Florida, and acceptable to the City risk manager; shall be primary and non-contributing to any
insurance or self-insurance maintained by the City, shall be endorsed to provide written notice be
given to the City, at least thirty (30) days prior to the cancellation of such policies, which notice
evidenced by return receipt of United States Certified Mail, shall be sent to Attn: City Risk

14
Manager, and shall name the City, and its directors, officers, agents, and employees as additional
insureds thereunder.
Illumination Technologies shall be solely responsible for the payment of all deductibles to
which such policies are subject.
Each insurance carrier must be rated at least “A-” Class “V” in the most recently published
Best’s Insurance Report. If, during the term of the policy, a carrier’s rating falls below “A-” Class
“V”, the insurance must be replaced no later than the renewal date of the policy with an insurer
licensed to do business in Florida and rated at least “A-” Class “V” in the most recently published
Best’s Insurance Report.
Illumination Technologies shall cause all insurance to be in full force and effect as of the
date of the Agreement and to remain in full force and effect throughout the Term of this Agreement
and as further required by the Agreement. Illumination Technologies shall not take any action, or
omit to take any action that would suspend or invalidate any of the required coverages during the
period of time such coverages are required to be in effect.
Not less than thirty (30) days prior to the expiration date or renewal date Illumination
Technologies shall supply the City updated replacement Certificates of Insurance.
i. Upon completion of each Facility covered by this Agreement, Illumination
Technologies shall provide in addition to the applicable insurance requirements as
suggested under Insurance Exhibit “D”, Commercial Property Insurance covering the
Facilities owned by Illumination Technologies. Commercial property insurance shall, at a
minimum, cover the perils insured under the ISO Special Causes of Loss Special Form (CP
10 30), or a substitute form providing equivalent coverages, including debris removal,
demolition and increased cost of construction that are caused by legal requirements
regulating the construction or repair of damaged Facilities, including an ordinance and law
endorsement, in an amount of not less than the replacement cost of the property insured.
If coverage for radio towers is not available under a commercial property insurance policy,
an inland marine insurance form with coverage equivalent to ISO Special Causes of Loss
Form (CP 10 30) may be used.
The amount of insurance shall equal the full estimated replacement cost of the Facilities
owned by Illumination Technologies.
The City shall be included as an additional insured and loss payee under the commercial
property insurance.
Illumination Technologies may, at its option, purchase business income, business
interruption, extra expense or similar coverage as part of this commercial property insurance, and
in no event shall the City be liable for any business interruption or other consequential loss
sustained by Illumination Technologies, whether or not it is insured, except in the event that such
loss is caused by the negligence of the City, its employees, officers, directors, or agents.
Illumination Technologies shall be solely responsible for any deductible amount in the
event of a loss.
ii. Illumination Technologies shall require any engineering or architectural firm
involved in this Agreement to maintain professional liability insurance in the amount of
$2,000,000 with tail coverage for two (2) years.

15
 Illumination Technologies shall require any contractors hired, to carry suitable insurance.
iii. Nothing in the Paragraph is intended to replace or supplant any insurance
requirement imposed on Users by Chapter 54, Article VIII of the City Code.
19. Taxes and Fees. Illumination Technologies shall be responsible for payment of all
personal property and all real estate (ad valorem) taxes, assessments, levies, impositions, charges
and fees of any kind whatsoever incurred as a direct result of the construction of Facilities. In no
event shall the City be subject to any fee, tax or other exaction. Nothing in this paragraph or this
Agreement is intended to eliminate any taxes or fees, including any taxes provided by Chapter
202, F.S., that may be lawfully imposed on Users that are communications services providers.
20. Indemnification.
A. Notwithstanding any other provision of law, Illumination Technologies shall
protect, indemnify, defend and save harmless the City, the City’s successors and assigns and the
City’s present and future officers, directors, employees or agents (collectively “Indemnities”) and
shall assume any and all costs and liability for any loss, liability, obligation, claim, penalty, cause
of action, cost, damage, harm or expense of any nature whatsoever arising out of or relating to
Illumination Technologies’ conduct of the Work or its use of the Facilities, including but not
limited to Illumination Technologies’ installation, relocation, removal, operation or maintenance
of the Facilities and the use of any Site or any damage, personal injury or otherwise. Further, by
this Agreement, Illumination Technologies agrees to indemnify and hold harmless the City, and
their respective officers, agents, employees and assigns from any and all loss, liability, obligation,
claim, penalty, cause of action, cost, damage, harm or expense of any nature whatsoever, including
without limitation, attorneys’ fees arising out of or relating to Illumination Technologies’ conduct
of the Work or its use of the Facilities, including but not limited to property loss or damage, real
or personal, or bodily injury, including death and (iv) in connection or relation to any act or
omission of Illumination Technologies undertaken pursuant to the provisions of this Agreement
and (v) any violation of statutory or ordinance liability claims arising by virtue of Illumination
Technologies actions or omissions under this Agreement, including, without limitation, patent,
copyright or trademark infringement claims. Provided however, that Illumination Technologies’
obligations hereunder shall not extend to any damages caused by the negligence, gross negligence,
or intentional, wanton or willful acts of the City and the Indemnities to the extent not inconsistent
with applicable law. Illumination Technologies further agrees that it will make no claim against
the City for damages to the Work or Facilities, and will make no claim for indirect, special,
consequential, or punitive damages or for lost profits or for private property rights related claims
(i.e. regulatory takings, etc., et. al.). This indemnity shall survive the termination of this
Agreement and upon such termination Illumination Technologies will execute a general release to
the City for any damages claimed to have been sustained by Illumination Technologies arising
from the Work or Facilities.
B. Illumination Technologies shall defend and indemnify the City and the Indemnities
against and hold the City harmless from any and all loss, costs and expenses including, without
limitation, attorney’s fees and costs, associated with all mechanic’s or supplier’s liens and claims
respecting any Facility and shall not place or cause to be placed any claim of liens, claims and
encumbrances arising from its performance of its obligations hereunder.
C. Illumination Technologies shall furnish, pay for and post a construction bond
naming the City as obligee in the percentage equivalent to 110% of the construction cost of the

16
work being undertaken pursuant to this Agreement in the Rights-of-Way. The bonds shall be
furnished (as the insurance is provided) by a company engaged in suretyship business in Florida
and rated A; V or better per A.M. Best’s Key Rating Guide, latest edition and be subject to approval
of the City. The bond shall be substantially in the form prescribed by Section 255.05, Florida
Statutes. Any bond posted pursuant to this subsection shall be released by the City twelve (12)
months following restoration of the Rights-of-Way associated with the work covered by the bond.
D. This Indemnity / Hold Harmless/ Duty to Defend section shall survive the
expiration or earlier termination of the Agreement. Ten (10.00) dollars and the granting of this
Agreement are acknowledged by Illumination Technologies as good, sufficient and valued
consideration for the granting of this Indemnity.
21. Notices. Any notice or demand required or permitted to be given or made
hereunder shall be in writing, and shall be deemed sufficiently given or made if sent by personal
delivery, certified or registered U.S. Mail in a sealed envelope postage prepaid, or via Federal
Express or other generally recognized commercial “overnight” courier service, with a copy via
electronic mail addressed in the case of:
City to: City of Miami
444 S.W. 2nd Avenue - 6th Floor
Miami, FL 33130
Attn: _____________________
Email:

Illumination Illumination Technologies, LLC

Technologies to: 2332 Galiano Street, 2nd Floor
Coral Gables, FL 33134
Attn: Jay Rocio
Email: jrocio@illuminationtechnologies.com

Any such communication shall be deemed to have been given when delivered if delivered
personally on the first business day after dispatch if sent by commercial “overnight” courier
service, or on the fifth business day after posting if sent by mail.
22. Assignment. Illumination Technologies may assign or transfer this Agreement, in
whole or in part, to a wholly-owned subsidiary or affiliate of the Illumination Technologies or to
a communications services provider registered with the City of Miami with consent of the City
Manager, which consent shall not be unreasonably withheld, conditioned or delayed. Any
assignment or transfer, whether in whole or in part, to any business entity who is not a wholly
owned subsidiary or affiliate of Illumination Technologies may be conditioned on the payment of
an audit and inspection of such business entity’s financial and corporate records to demonstrate its
full ability to perform this Agreement in all respects. For any assignment of this Agreement
pursuant to the terms of this paragraph, any assignee must first execute the City’s standard form
Assignment and Assumption Agreement wherein such assignee promises to fully and faithfully
perform all terms of the Agreement assigned to that entity without exceptions or reservations.
Any proposed sale, transfer, assignment or conveyance of this Agreement or any interest
therein , in whole or in part to any person or entity other than a wholly-owned subsidiary or affiliate
of the Illumination Technologies will require the prior written approval of the City Commission
which may be granted, conditioned, delayed or refused and, in addition, execution of the City’s

17
standard form Assignment and Assumption Agreement wherein such assignee promises to fully
and faithfully perform all terms of the Agreement assigned to that entity without exceptions or
reservations.

23. Severability. If any clause or provision herein contained operates or would

prospectively operate to invalidate this Agreement in whole or in part, then such clause or
provision shall be held for naught as though not contained herein, and the remainder of this
Agreement shall remain operative and in full force and effect.
24. Amendment; Waiver. No revision or alteration of this Agreement shall be valid
unless made in writing and signed by an authorized agent or officer of Illumination Technologies
and by the City and approved by the of the City Executive. No provision may be waived except
in writing signed by the party to be charged with such waiver. Failure to enforce any provision of
this Agreement shall not constitute a waiver of that provision.
25. Relocation or Replacement. If a Facility is to be relocated or replaced due to the
order of any governmental agency or in conjunction with the operational needs of the City,
Illumination Technologies agrees to perform such removal or replacement at the City’s sole cost
and expense.
If Illumination Technologies requests permission to relocate or remove a Facility after
installation, Illumination Technologies shall be allowed to do so only after receipt of written
approval from the City, which approval shall not be unreasonably withheld. Illumination
Technologies shall obtain any and all necessary permits prior to commencing such relocation or
removal and shall be responsible for bearing all costs of such relocation or removal.
26. Termination.
A. Written Notice. This Agreement may be terminated by written notice by the City
upon the occurrence of (1) a termination for cause, (2) termination for convenience, or (3) or upon
the consensual written agreement of both Parties. Any notice under this paragraph shall be
provided by giving the other party one (1) year/three hundred sixty five (365) days advance written
notice.
B. Termination for Cause: Either party may terminate this Agreement for cause upon
the occurrence of an Event of Default. The following events shall constitute “Events of Default”
for purposes of this subparagraph:
i. Failure of the City or Illumination Technologies to observe or perform any term,
condition or provision of this Agreement, including, without limitation failure to obtain
and maintain required site specific required permits, or governmental approvals,
insurance, provided such failure continues for sixty (60) days following written notice
thereof or such longer period of time if Illumination Technologies is diligently
endeavoring to cure the same;

ii. If Illumination Technologies files a voluntary petition in bankruptcy, or has an

involuntary petition filed against it and such petition is not dismissed within ninety (90)
days, is adjudicated bankrupt or insolvent, or files any petition or answer seeking or
acquiescing in any reorganization, arrangement, composition readjustment, liquidation,
dissolution or similar relief under any present or future federal, state or other statute,
law or regulation relating to bankruptcy, insolvency or other relief for debtors, or seeks

18
 or consents to or acquiesces in the appointment of any trustee, receiver, custodian,
liquidator, or makes any general assignment for the benefit of creditors.

C. Termination for Convenience:. The City Manager may terminate this Agreement
for convenience and without cause, following the twenty-fifth (25) anniversary date of the
Agreement. It is expressly acknowledged by the Parties that, due to the significant economic
benefit being provided to the City by Illumination Technologies by this Agreement, any
termination of the Agreement within the first twenty-five (25) years must only be for cause as
provided by subparagraph B above. Neither party shall have any remedy, recourse, claims or
damages against the other party due to a termination for convenience.
D. Ownership of Facilities: In the event this Agreement is terminated pursuant to
either subparagraph 26.B or 26.C above, ownership of the Facilities shall remain the property of
Illumination Technologies. Notwithstanding the foregoing, any Facilities placed on the
Multipurpose Pole(s) or within the Right-of-Way which is owned and operated by the City
pursuant to this Agreement, including any equipment and/or fiber outlined in Paragraph 2.H above,
shall remain the property of the City. Illumination Technologies agrees to either remove its
Facilities from the Rights-of-Way within a time frame agreed upon with the City or assign its
rights in its Facilities to another entity which shall be subject to the reasonable approval of the
City. To the extent there is any User Equipment on the Multipurpose Pole(s) and the Multipurpose
Pole will be removed, the City agrees to allow sufficient time prior to the removal of such
Multipurpose Pole to allow the approval and construction of a new utility pole to accommodate
any User Equipment.
E. Remedies. In the event this Agreement is sought to be terminated pursuant to
subparagraph 26.B or 26.C above, the affected party shall have the right, subject to any rights
granted to Illumination Technologies or any User pursuant to this Agreement, to either (1)
terminate this Agreement, (2) require a cure any Event of Default to preserve either Party’s rights
that may be prejudiced as a result of such default, and/or (3) exercise and pursue all other rights
and remedies available to it under applicable law.
NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCES
WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, TREBLE, SPECULATIVE OR LOST PROFIT
LOSSES, EXPENSES, DAMAGES OR LIABILITIES ARISING FROM THIS AGREEMENT
OR THE ACTIVITIES PERMITTED BY THIS AGREEMENT.
27. End of Term. Subject to Paragraph 26.D above, upon any termination for cause or
convenience or upon expiration of this Agreement, Illumination Technologies shall have the
option, but not the requirement, to surrender each Facility to the City “AS IS, WHERE IS” and
any title of Illumination Technologies therein shall immediately revert to the City. The City shall
accept possession of any or all Facilities, whereupon Illumination Technologies or its assigns shall
have no further obligation to maintain, relocate or remove such Facilities. To the extent the
Facilities contain User Equipment, the City shall allow the User Equipment to remain subject to
any applicable provisions of the City Code and applicable law for the collocation of such facilities
on City utility poles.
28. Status. In the event Illumination Technologies elects to obtain any certification or
other authorization from the FCC or the Florida Public Service Commission to provide

19
telecommunications service in the state as an entity that builds or installs wireless communications
equipment or wireless facilities but is not a wireless services provider, the Parties agree renegotiate
this Agreement to assure its compliance with applicable law.
29. Force Majeure. The time of performance of any duty or obligation of the City or
Illumination Technologies hereunder shall be extended for the period during which performance
was delayed or impeded by reason of riots, insurrections, war, fire, casualty, earthquake, acts of
God, governmental action or other reasons of a like nature not the fault or, in the case of
governmental action, not reasonably within the control, of the party performing such duty or
obligation.
30. No Joint Venture. No joint venture or partnership is intended by this Agreement,
nor shall Illumination Technologies be deemed to be an agent of the City.
31. No Exclusivity. This Agreement is not exclusive and confers no exclusive rights or
rights of first refusal or any other options, benefits, commercial or property rights or privileges,
except as is otherwise provided for in this Agreement. The City expressly reserves the right to
competitively solicit, accept unsolicited proposals, and/or use any other lawful methods to contract
for similar and/or alternative or other services and facilities from other providers, agencies or
entities within the City and as determined by the City.
32. Legal Proceedings. Each party shall promptly notify the other party of any legal
proceedings of which it becomes aware relating to the Sites.
33. Financing Provisions.
Any City owned real or personal property shall not be encumbered, liened or pledged by
virtue of this Agreement.
34. Appendices. All Appendices attached hereto, are incorporated herein by this
reference.
35. Miscellaneous Provisions.
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue in any proceedings between the Parties shall be in Miami-Dade County, Florida.
Each party shall bear its own attorney’s fees. Each party waives any defense, whether asserted by
motion or pleading, that the aforementioned courts are an improper or inconvenient venue.
Moreover, the Parties’ consent to the personal jurisdiction of the aforementioned courts and
irrevocably waive any objections to said jurisdiction.
B. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver
of any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to
conform with such laws, or if not modifiable, then the same shall be deemed severable, and in

20
either event, the remaining terms and provisions of this Agreement shall remain unmodified and
in full force and effect or limitation of its use.
E. Illumination Technologies shall comply with all applicable permit requirements
and any other governmental approvals, laws, codes, rules and regulations in the performance of
this Agreement, including but not limited to licensure and certifications required by law for
professional service or technical providers.
F. No modification or amendment hereto shall be valid unless in writing and executed
by properly authorized representatives of the Parties hereto. Except as set otherwise provided by
the City of Miami Purchasing Ordinance (Chapter 18, Article III, City of Miami City Code) or by
the City Commission Resolution approving this Agreement, the City Manager shall have the sole
authority to extend, to amend or to modify the Sites and locations on Exhibit A as outlined in
Paragraph 7 above.
G. Each party’s logos, or trademarks, may not be used without the other party’s prior
written consent.
H. No Third-Party Beneficiary. No persons other than Illumination Technologies,
Users (as provided for in this Agreement), and the City (and their successors and assigns) shall
have any rights whatsoever under this Agreement.
I. Survival. All obligations (including but not limited to indemnity and obligations to
defend and hold harmless) and rights of any party arising during or attributable to the period prior
to expiration or earlier termination of this Agreement shall survive such expiration or earlier
termination.
J. Illumination Technologies represents to the City that: (i) it possesses all
qualifications, licenses and expertise required for the performance of this Agreement , including
but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment
of any sums due the City, including payment of permits, fees including, without limitation,
occupational licenses, etc., nor in the performance of any obligations to the City; (iii) personnel
assigned to perform the Work are and shall be, at all times during the Term hereof, fully qualified
and trained to perform the tasks assigned to each; and (iv) each person executing this Agreement
on behalf of Illumination Technologies has been duly authorized to so execute the same and fully
bind Illumination Technologies as a party to this Agreement.
K. Public Records
Illumination Technologies understands that the public shall have access, at all reasonable
times, to all documents and information pertaining to City agreements, subject to the provisions
and any related exemptions of Chapter 119, Florida Statutes, and agrees to allow access by the
City and the public to all documents which may be subject to disclosure under applicable laws. .
User Agreements, including those entered into with providers of wireless services for placement
of Small Wireless Facilities on the Multipurpose Poles, are not considered public records for
purposes of this Agreement or Chapter 119, Florida Statutes.

N. Should Illumination Technologies determine to dispute any public access provision

required by Florida Statutes, then Illumination Technologies shall do so in accordance with the
provisions of chapter 119, Florida Statutes, at its own expense and at no cost to the City. IF

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ILLUMINATION TECHNOLOGIES HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
ILLUMINATION TECHNOLOGIES DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT
PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR EMAIL AT CITY
OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE,
9TH FL, MIAMI, FL 33130. ILLUMINATION TECHNOLOGIES MAY
ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI
DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT.
O. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS RE ETHICS,
ETC.: Illumination Technologies understands that agreements with local governments are subject
to certain laws and regulations, including laws pertaining to public records, conflict of interest,
record keeping, etc. City and Illumination Technologies agree to comply with and observe all
such applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may
be amended from time to time, to the extent any such laws, rules, regulations, codes and/or
ordinances are applicable.
Illumination Technologies further agrees to include in all of Illumination Technologies
agreements with any subcontractor for any services related to this Agreement this provision
requiring subcontractor to comply with and observe all applicable federal, state, and local laws
rules, regulations, codes and ordinances, as they may be amended from time to time.
P. NONDISCRIMINATION: Illumination Technologies represents to the City that
Illumination Technologies does not and will not engage in discriminatory practices and that there
shall be no discrimination in connection with Illumination Technologies’ performance under this
Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin.
Illumination Technologies further covenants that no otherwise qualified individual shall, solely by
reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be
excluded from participation in, be denied services, or be subject to discrimination under any
provision of this Agreement.
Q. INDEPENDENT CONTRACTOR: Illumination Technologies has been authorized
to access the City’s Rights-of-Way and has agreed to provide to the City certain facilities and
equipment to be owned and operated by and for the benefit of the City. Accordingly, neither
Illumination Technologies, nor its employees, nor any subcontractor hired by Illumination
Technologies to provide any services under this Agreement shall attain, nor be entitled to, any
rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights
generally afforded classified or unclassified employees. Illumination Technologies further
understands that Florida Workers’ Compensation benefits available to employees of the City are
not available to Illumination Technologies, its employees, or any subcontractor hired by
Illumination Technologies to provide any services hereunder, and Illumination Technologies
agrees to provide or to require subcontractor(s) to provide, as applicable, workers’ compensation
insurance for any employee or agent of Illumination Technologies or subcontractor rendering
services to the City under this Agreement. Illumination Technologies further understands and

22
agrees that Illumination Technologies’ or subcontractor(s)use or entry upon City properties shall
not in any way change its or their status as an independent contractor.

R. CITY NOT LIABLE FOR DELAYS: Illumination Technologies hereby

understands and agrees that in no event shall the City be liable for, or responsible to Illumination
Technologies or any subcontractor, or to any other person, firm, or entity for or on account of, any
stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto,
because of any injunction or other legal or equitable proceedings or on account of any delay(s) for
any cause over which the City has no control. The sole remedy which may be granted to
Illumination Technologies, in the reasonable discretion of the City Manager, following a prompt
and detailed request to be officially transmitted by Illumination Technologies is an extension of
time. No other recourse or remedy will be available to Illumination Technologies against the City.
S. USE OF NAME: Illumination Technologies understands and agrees that the City
is not engaged in research for advertising, sales promotion, or other publicity purposes.
Illumination Technologies is allowed, within the limited scope of normal and customary marketing
and promotion of its work, to use the general results of this project and the name of the City.
Illumination Technologies agrees to protect any confidential information provided by the City and
will not release information of a specific nature without prior written consent of the City Manager
or the City Commission if required.
T. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611,
as amended (“City Code”), regarding conflicts of interest, Illumination Technologies hereby
certifies to the City that no individual member of Illumination Technologies, no employee, and no
subcontractor of Illumination Technologies under this Agreement nor any immediate family
member of any of the same is also a member of any board, commission, or agency of the City.
Illumination Technologies hereby represents and warrants to the City that throughout the Term of
this Agreement, Illumination Technologies, its employees, and its subcontractor will abide by this
prohibition of the City Code.

V. SURVIVAL: All obligations (including but not limited to indemnity and

obligations to defend, save and hold harmless) and rights of any party arising during or attributable
to the period prior to expiration or earlier termination of this Agreement shall survive such
expiration or earlier termination.

W. COUNTERPARTS: This Agreement may be executed in three (3) or more

counterparts, each of which shall constitute an original, but all of which, when taken together, shall
constitute one and the same agreement.

[SIGNATURES ON NEXT PAGE]

23
 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
on the above date by the Parties hereto.
Illumination Technologies, LLC, a Delaware
limited liability company

By:
Name:
Title: Authorized General Manager
/Managing Member
Federal Identification No.

Attest:

By:
Company Secretary
(Affix Company Seal)

City
ATTEST: CITY OF MIAMI, a municipal corporation

By: By:
Todd B. Hannon Emilio T. González, Ph.D.
City Clerk City Manager

APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE

AND CORRECTNESS: REQUIREMENTS

By: By:
Victoria Méndez Anne Marie Sharpe, Director
City Attorney Department of Risk Management

18-3231
Revised 4-17-19/Revised 8-25-19
 Exhibit “A”

(Proposed Site Locations)

Note: Proposed Site locations reflected on the attached drawings are described in terms of
Latitude and Longitude. To account for unknown Site conditions, e.g. location of
underground facilities, minor modifications required to ensure optimal operation of the
Facilities proposed for the Multipurpose Pole or as needed to accommodate User
Equipment, the Site location(s) include an area twenty-five (25) feet from the specified
Latitude and Longitude within the Rights-of-Way within which the Multipurpose Pole
may be ultimately located.

Note: The Site locations further include an area fifteen (15) feet from the ultimate location of
the Multipurpose Pole for the placement of any ground-mounted equipment that may be
required to serve the Facilities or User Equipment to be located on the Multipurpose Pole.

Note: As provided by Paragraph 2.H.ii, Exhibit “A” shall be updated to reflect the equipment
requested by the City to be placed on, within or adjacent to each Multipurpose Pole listed
on the attached drawings.

Note: Included in the attached drawing package is the proposed fiber routes connecting the
Sites and the equipment to be located thereon.

25
 Exhibit “B”

(Multipurpose Pole and Equipment Options)

Note: Exhibit “B” includes drawings of various Multipurpose Poles that are able to
accommodate equipment both within the Multipurpose Pole, attached thereto or located
within the Rights-of-Way adjacent any proposed pole. An array of Multipurpose Poles
and attached and ground mounted equipment which is intended to accommodate the
Facilities to be placed for the benefit of the City, as well as proposed User Equipment, is
being provided to ensure the maximum flexibility at each Site location.

Note: The height of any Multipurpose Pole will be dependent on the type of Facilities and
anticipated number of Users proposed. The maximum height of any Multipurpose Pole
shall be fifty (50) feet or ten (10) feet over the tallest pole or structure located in the
Rights-of-Way, whichever is greater.

Note: Any equipment to be attached to the Multipurpose Pole shall be shrouded and the same
color as the Multipurpose Pole. Any ground-mounted equipment shall be the same color
as other ground-mounted equipment located in the Rights-of-Way within immediate area
or as permitted by the City. Any ground-mounted equipment shall be located within
fifteen (15) of the Multipurpose Pole which it serves.

Note: As provided by Paragraph 2.H, the City shall identify any equipment to be placed within
the capacity and volume reserved for the City within and on the Multipurpose Poles
identified by Site locations in Exhibit “A”. Any capacity and volume shall be dependent
on the overall size of the Multipurpose Pole, but shall in any event be sufficient to
accommodate the Sensor Package being provided to the City.

Note: It is expressly understood that the Multipurpose Poles are intended to allow the potential
collocation of User Equipment.

26
 Exhibit “C”

(Optional City Equipment)

Note: The drawings included in Exhibit “C” are intended to provide specifications for the
potential Facilities to be placed within or attached to a Multipurpose Pole and within the
capacity and volume reserved for the City and as outlined in Paragraph 2.H.

27
 EXHIBIT “D”

(INSURANCE REQUIREMENTS-ILLUMINATION TECHNOLOGIES)

I. Commercial General Liability

A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000

B. Endorsements Required
City of Miami included as an additional insured Primary Insurance Clause
Endorsement Contingent and
Contractual Exposures
Premises and Operations XCU

II. Business Automobile Liability

A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non-Owned Autos
Any One Accident $ 1,000,000

B. Endorsements Required

City of Miami included as an additional insured

III. Worker’s Compensation

Limits of Liability
Statutory-State of Florida
Waiver of Subrogation

Employer’s Liability

A. Limits of Liability
$500,000 for bodily injury caused by an accident, each accident
$500,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit

IV. Umbrella Liability

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 A. Limits of Liability
Each Occurrence $1,000,000
Aggregate $1,000,000

City of Miami listed as an additional insured. Coverage is excess over all applicable
lines of coverage contained herein.

V. Errors & Omissions/Professional Liability

A. Limits of Liability
Each Claim $1,000,000
Aggregate $1,000,000
Retro Date Coverage

VI. Pollution Liability

Each Occurrence $1,000,000

Policy Aggregate $1,000,000

City of Miami listed as an additional insured

The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer not less than (30) days prior to any such cancellation or
material change.

Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:

The company must be rated no less than “A” as to management, and no less than “Class
V” as to Financial Strength, by the latest edition of Best’s Insurance Guide, published by
A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or
certificates of insurance are subject to review and verification by Risk Management prior
to insurance approval.

29
 Exhibit A
Pole Locations (Brickell)

Click Here for Map Link

Brickell- Poles 1-11
 Exhibit A
Proposed Fiber Routes
(Brickell)
Fiber Backbone Route
Fiber Lateral Run
 Exhibit A
Pole Locations (Coral Way)

Click Here : Map Link

Coral Way Poles 1-15
 Exhibit A
Proposed Fiber Routes
(Coral Way)

Fiber Backbone Route

Fiber Lateral Run
Fiber Lateral Run
Fiber Lateral Run
 Exhibit B
Multipurpose Poles (Option 1)
Pole Manufacturer Link

Basic Specs
Multipurpose Stealth Pole Option 1
Manufacturer: Valmont
http://www.valmont.com/home/products-and-solutions/telecommunication/small-cell-das
 Exhibit B
Multipurpose Poles (Option 1)
Pole Manufacturer Link

Basic Specs
Multipurpose Stealth Pole Option 1
Manufacturer: Valmont
http://www.valmont.com/home/products-and-solutions/telecommunication/small-cell-das
 Exhibit B
Multipurpose Poles (Option 2)
Pole Manufacturer Link

Basic Specs
Multipurpose Stealth Pole Option 2
Manufacturer: Raycap
stealthconcealment.com/products/stealth-small-cell-solutions/
 Exhibit B
Multipurpose Poles (Option 3)
Pole Manufacturer Link
Basic Specs
Multipurpose Stealth Pole Option 3
Manufacturer: City Pole
https://smartcitypole.com/wp-content/uploads/2018/06/CityPole_prod-cat_Spring2018-Email.pdf
Link: Catalog
Exhibit B
Pad Mounted Cabinets
Link: Catalog
Exhibit B
Pad Mounted Cabinets
 Exhibit B
Pad Mounted Pedestal
Link: Catalog
 Exhibit B
Pad Mounted Pedestal “A” Specs
 Exhibit B
Pad Mounted Pedestal“B” Specs
 Exhibit B
Pad Mounted Pedestal “I” Specs
 Exhibit B
Pad Mounted Pedestal “ML”
 Exhibit B
Pad Mounted Pedestal“ML” Specs
 Exhibit C
LPR Cintel Systems
Spec Sheet Link
 Exhibit C
LPR Vigilant Systems

Spec Sheet Link

 Exhibit C
CCTV
Spec Sheet Link
 Exhibit C
CCTV
Spec Sheet Link
 Exhibit C
CCTV
Spec Sheet Link