HomeMy WebLinkAbout2020-184ASTEEPSTEEL
CONSULTING & MANAGEMENT
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") dated as of
September 15, 2020 , is entered into by and between SteepSteel, LLC, a Texas limited
liability company ("SteepSteel"), and Indian River County, a Political Subdivision of the State of
Florida organized and existing under the Laws of the State of Florida, ("the County"). SteepSteel
and the County are at times referred to herein individually as a "Party," and jointly as the
"Parties."
RECITALS
WHEREAS, County is a member of the National Cooperative Purchasing Alliance (NCPA) and
SteepSteel, after competitive solicitation, was awarded contract 01-95 for Professional
Consulting Services for Wireless Technology, and
WHEREAS, the Parties participated in a conference call dated June 11, 2020 to discuss the
management and/or auction of the County's wireless assets, and
WHEREAS, SteepSteel has proposed to manage the County's existing telecom lease contracts
and infrastructure to maximize revenues and terms for the County, and
WHEREAS, SteepSteel has proposed to auction the County's existing telecom leases,
NOW THEREFORE, in consideration of performance by the Parties of the covenants and
conditions herein contained, and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Parties hereto agree as follows:
SECTION 1. SERVICES / COMPENSATION.
A. SteepSteel shall provide to the County those Services that are described on Exhib-
it A ("Scope of Services") for the Current Telecommunications Contracts identified on
Exhibit B.
B. SteepSteel shall be compensated for performance of the Services as set forth on
Exhibit C ("Compensation").
C. The County will be invoiced by SteepSteel for performance of the Services and
the County shall remit payment of any undisputed amounts to SteepSteel upon receipt of
an invoice. In the event of an invoice dispute, the County shall deliver a written statement
to SteepSteel no later than 30 days prior to the date payment is due on the disputed
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invoice listing all disputed items and providing a reasonably detailed description of each
disputed item. Amounts not so disputed shall be deemed accepted and shall be paid,
notwithstanding disputes on other items, within the time set forth on Exhibit C. The
Parties shall seek to resolve all such disputes expeditiously and in good faith. SteepSteel
shall continue performing the Services in accordance with this Agreement pending
resolution of any dispute, up to a period of (45) forty five days, but not longer, if the
dispute is ongoing.
SECTION 2. TERM.
This Agreement shall commence upon the date the last of the Parties executes this
Agreement and shall have an initial term of five (5) years with one five (5) year renewal option
("Renewal Option). To exercise a Renewal Option, the County shall give SteepSteel written
notice of its election to renew on or before sixty (60) days prior to the expiration date of the term
("Renewal Notice"). SteepSteel shall accept the County's election to renew within thirty (30)
days of receipt of a Renewal Notice. If the County fails to provide a Renewal Notice or
SteepSteel fails to accept a Renewal Notice, for any Renewal Option, this Agreement shall not be
renewed and shall terminate upon the expiration of the then existing term.
SECTION 3. PERFORMANCE AND LIMITATION OF LIABILITY.
SteepSteel shall employ those standards and practices, and use the standard of care, that
are generally applicable to and utilized by individuals engaged in providing similar services as
are required of SteepSteel hereunder.
Notwithstanding anything to the contrary contained herein, in no event shall SteepSteel
or the County be liable for any indirect, incidental, consequential, special, reliance or punitive
damages, including without limitation damages for lost profits, advantage, savings, or revenues
of any kind, whether or not SteepSteel or the County has been advised of the possibility of such
damages.
SECTION 4. WORK PRODUCT.
SteepSteel hereby agrees that all work produced pursuant to this Agreement and provided
to the County during and upon completion of this Agreement, shall be the property of the
County. SteepSteel may take and retain copies of such written products as desired, subject to the
Mutual Non -Disclosure Agreement signed by the Parties pursuant to Section 12 herein.
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SECTION 5. TERMINATION.
Either parry may cancel this Agreement in the event that either parry fails to comply with
any provisions of this Agreement, which failure shall not have been cured within thirty (30) days
after receiving written notice thereof from the other party, or for cause ("Cause") in whole or in
part by providing written notice to the other parry. For the purpose of this Agreement, "Cause" is
defined as (i) conviction of a crime involving moral turpitude, an intentional act of fraud, theft,
misappropriation or embezzlement, or (ii) SteepSteel's repeated willful failure to perform ser-
vices hereunder. For purposes of this Agreement, an act or a failure to act, shall not be deemed
willful or intentional, unless it is done, or omitted to be done, by SteepSteel in bad faith. The
cancellation will take effect 30 business days after the other party receives the notice of cancella-
tion. After the 30th business day all work will cease following completion of final purchase or-
der.
TERMINATION IN REGARDS TO F.S. 287.135: SteepSteel certifies that it and those
related entities of SteepSteel as defined by Florida law are not on the Scrutinized Companies that
Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged
in a boycott of Israel. In addition, if this agreement is for goods or services of one million dollars
or more, SteepSteel certifies that it and those related entities of SteepSteel as defined by Florida
law are not on the. Scrutinized Companies with Activities in Sudan List or the Scrutinized Com-
panies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section
215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria.
COUNTY may terminate this Contract if SteepSteel is found to have submitted a false
certification as provided under section 287.135(5), Florida Statutes, been placed on the Scruti-
nized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in
the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria,
as defined by section 287.135, Florida Statutes.
COUNTY may terminate this Contract if SteepSteel, including all wholly owned sub-
sidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making
profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is
engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes.
After one year after the date the last of the Parties executes this Agreement, either Party
may terminate this Agreement for convenience by providing 120 days' written notice to the other
party.
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CONSULTING & MANAGEMENT
SECTION 6. INDEPENDENT CONTRACTOR.
A. SteepSteel is engaged to provide Services as an independent contractor. The
County shall have no control over the conduct of SteepSteel except as expressly set forth
in this Agreement.
B. The Parties agree that nothing in this Agreement shall create or be construed to
create a partnership, joint venture, employment relationship or any other relationship
except as set forth in this Agreement.
SECTION 7. NO WAIVER.
Waiver by any Party hereto of any term, condition or covenant of this Agreement shall
not constitute the waiver of any other term, condition or covenant hereof.
SECTION 8. INSURANCE REQUIREMENTS.
a. In the event that SteepSteel, its subcontractors and/or designees, intend to physically
enter the County's property, SteepSteel, or its subcontractors and/or designees, shall
provide no less that forty-eight (48) hours' notice of its intent and provide to the
County a Certificate of Insurance either for itself, or its subcontrator or designee,
evidencing the following coverages: Commercial General liability insurance in the
amount of $2M per occurrence/$2M general aggregate, automobile liability insurance
in the amount of $1M, and statutory workers compensation coverage (subject to the
laws of the State of Florida). The County shall be names as an additional insured and
a waivers of subrogation will be provided.
SECTION 9. DISPUTE RESOLUTION: GOVERNING LAW.
Disputes regarding the interpretation or application of any provision(s) of this Agreement
shall, to the extent reasonably feasible, be resolved through good -faith negotiations between the
Parties. If any action at law or in equity is brought to enforce this Agreement or because of
alleged dispute, breach, default or misrepresentation in connection with the provisions of this
Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees,
expert fees, costs and necessary disbursements incurred in that action or proceeding, in addition
to such other relief as may be sought and awarded. The venue for any litigation shall be in a
court of appropriate jurisdiction located within the county of Indian River, Florida. The Parties
agree that the covenants contained in this Section shall survive the expiration or termination of
this Agreement. This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida, without regard to conflict of law provisions.
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SECTION 10. MISCELLANEOUS.
A. In case any one or more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision hereof and this
Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had
never been contained herein.
B. Each party represents that it has the full right and authority to enter into this
Agreement, and that the person executing this Agreement on behalf of either party has the
full right and authority to fully commit and bind such party to the provisions of this
Agreement.
C. This Agreement may be signed in any one or more counterparts all of which taken
together shall be but one and the same Agreement, and each party agrees that its signature,
whether transmitted by email, facsimile, or by other duplicate, shall be binding as if it is on
any signature of the party to be bound.
D. To the extent of a conflict between the terms of this Agreement and those set
forth in any exhibits or attachments hereto, the terms of this Agreement shall govern.
E. Neither Party shall assign, delegate or subcontract this Agreement or any rights
or obligations hereunder without the prior written consent of the other Party hereto, which
consent shall not be unreasonably withheld, conditioned, or delayed.
F. SteepSteel shall indemnify and hold the County harmless from and against any
and all third -party claims, loss, cost, damage and expense arising from SteepSteel's
negligence or breach of this Agreement, including but not limited to reasonable attorney's
fees, and excluding the County's negligent acts, omissions or willful misconduct. The
County acknowledges and agrees that SteepSteel shall not assume any liability or
responsibility for, and the Authority shall assume any and all liability and
responsibility for, any claims or actions arising as a result of the actions or omissions
of the County.
SECTION 11. NOTICE.
All notices, demands, requests or approvals to be given under this Agreement shall be
given in writing and conclusively shall be deemed served when delivered personally or on the
second business day after the deposit thereof in the United States mail, postage prepaid, regis-
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CONSULTING Be MANAGEMENT
tered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals
hereunder shall be given to the following addresses or such other addresses as the Parties may
designate by written notice:
The County:
Indian River County
Attention: Dan Russell
1801 27th Street
Vero Beach, FL, 32960
SECTION 12. MUTUAL NON -DISCLOSURE.
SteepSteel:
SteepSteel, LLC
Attention: James Kennedy, CEO
1095 Evergreen Circle, Suite 200
The Woodlands, TX 77380
The Parties agree to be bound by the terms of the Mutual Non -Disclosure Agreement, at-
tached hereto as Exhibit D.
SECTION 13. ENTIRE AGREEMENT.
This Agreement contains the entire understanding between the County and SteepSteel.
Any prior agreements, promises, negotiations or representations not expressly set forth herein are
of no force or effect. Subsequent modifications to this Agreement shall be effective only if in
writing and signed by each party.
SECTION 14. BINDING EFFECT.
This Agreement shall bind and inure to the benefit of the parties and their heirs, successors and
permitted assigns.
SECTION 15. PUBLIC RECORDS COMPLIANCE.
Indian River County is a public agency subject to Chapter 119, Florida Statutes. SteepSteel shall comply with Flor-
ida's Public Records Law. Specifically, SteepSteel shall:
(1) Keep and maintain public records required by the County to perform the service.
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(2) Upon request from the County's Custodian of Public Records, provide the County
with a copy of the requested records or allow the records to be inspected or copied within
a reasonable time at a cost that does not exceed the cost provided in Chapter 119 or as
otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the du-
ration of the contract term and following completion of the contract if SteepSteel does not
transfer the records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public
records in possession of SteepSteel or keep and maintain public records required by the
County to perform the service. If SteepSteel transfers all public records to the County
upon completion of the contract, SteepSteel shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements.
If SteepSteel keeps and maintains public records upon completion of the contract, Steep -
Steel shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the County, upon request from the Custodian of
Public Records, in a format that is compatible with the information technology systems of
the County.
IF SteepSteel HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO SteepSteel'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
(772) 226-1424
publicrecords&ircgov.com
Indian River County Office of the County Attorney
1801 27th Street
Vero Beach, FL 32960
C. Failure of SteepSteel to comply with these requirements shall be a material breach of this
Agreement.
[Signatures appear on the next pag
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SteepSteel, LLC:
James nedy, Manager
2.
Date
STEEPSTEEL
CONSULTING & MANAGEMENT
0
Indian River
a
�Jason E. Bro n, County Administrator
y
r —r Pe eM �
roved as to Form and Legal Sufficiency
Dylan Reingold, County Attorney
JeffreY6-1(,(A1"�h7C%rT�`oP Court and
Comptroller
Attest: 91d -0i
Deputy Clerk
(SEAL)
STEEPSTEEL
CONSULTING & MANAGEMENT
EXHIBIT A
SCOPE OF SERVICES
SteepSteel's pricing shall be paid as follows:
MANAGEMENT PACKAGES:
Audit and analysis of all of the County's current telecommunications leases/licenses (included
in management package) including, but not limited to, the following:
Within 10 days of contract award, a comprehensive analysis will begin, including:
Phase 1—
Review of all wireless equipment and properties (per photographs/video provided by County staff)
Verification of ground area occupied by compound / equipment and compared to leases / licenses
Examine all wireless infrastructure and / or associated (recent) inspection reports owned by County
Order of all files from existing lease / license tenants to compare to County records
Review of payment histories and carrier / tower company reimbursements to County
Review of all leases / licenses, lease / license amendments, and lease / license extensions versus
existing ground equipment
Review property title documents to verify no clouds on title exist as a result of existing or
previous lease / license tenants
Compare lease / license rates to those contained in SteepSteel's 50,000+ wireless agreement
database (NationalWirelessRegistry.com) to assist in lease / license valuation
Evaluate properties relative to other properties in the market for existing and emerging value
trends
Assess each location for existing and future revenue opportunities
Time to complete: 30 - 45 days (completed files will be delivered to County for review and
comment)
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Phase 2 —
Once we have reviewed all pertinent information, we will then make appropriate recommenda-
tions to the County.
Based on the County's instructions, we will then initiate marketing on SteepSteel.com for lease /
license auction if desired by client, and / or initiate contact with the tenants to begin negotiations
of lease / license extensions and / or lease / license sales.
Negotiations will include monthly or periodic rates, annual or periodic escalators, expansion area
options, term extensions, colocation and revenue sharing opportunities, and capacity and equip-
ment changes.
Time to complete: 30 - 60 days (all rounds of negotiation will be forwarded to County for re-
view and comment)
Phase 3 —
Execution of revised lease / license documents by County only after tenants have first executed
the same — whether lease extensions / amendments or sales — and return copies to tenant (or
escrow for funding and recordation, if a sale).
Time to complete: 15-30 days (depending on tenant turnaround time)
Phase 4
Ongoing and periodic management issues / inspections to be completed as required based on
either County notification / request, or regular (annual / term) changes as outlined in the leases /
licenses, and building codes.
Registration of sites with national carriers and tower companies for future opportunities.
Time to complete: Varies, but usually 7-10 days.
All inspection reports and assessments will be provided to County according to the terms out-
lined in the contract.
Compilation of complete County files including — but not limited to — the following:
Audited lease / license documents and payment histories
Copies of all communications — email and written — between SteepSteel and tenants.
Site value maximization recommendations for each site
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CONSULTING & MANAGEMENT
Inspection reports
Miscellaneous Contract Terms: SteepSteel management, staff and contractors will make their
best effort to perform all tasks in a professional, workmanlike and timely fashion and to
the satisfaction of the County.
Compensation:
Twenty-two (25%) Percent payment for any increase in lease/license revenue that SteepSteel ne-
gotiates above the current rent. SteepSteel shall receive this payment for 10 years from the date
the increase in rent occurs as a result of SteepSteel's efforts.
Invoices to be paid on a quarterly basis.
If applicable, and on a case-by-case basis, pricing and scope of work for services related to
short duration tasks and other consulting tasks as requested by the County shall be agreed to in
writing by the Parties prior to performance of the work.
Optional:
STEEPSTEEL AUCTION EVENT PACKAGES
Auction Event Packages: Six percent (6%) of final negotiated sales price of wireless agreements
sold at auction and closed.
SteepSteel agrees to advance all fees including the costs of all associated SteepSteel negotiations
and marketing expenses for SteepSteel auction events, as well as closing, escrow, and title fees.
County agrees to authorize escrow to release fees directly to SteepSteel at the closing of the trans-
action based on the percentage outlined herein.
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EXHIBIT B
THE COUNTY'S CURRENT TELECOMMUNICATION SITES
TO BE PROVIDED BY THE COUNTY
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Tower # Tower Name
EXHIBIT B - TELECOMMUNICATION SITES
add'- r.........�.�
Page 1 of 1
A
Verizon Wireless Personal Communications LP d/b/a Verizon Wireless (assigned
40
SEA OAKS WASTEWATER TREATMENT PLANT (Stealth Flagpole Tower)
8845 Highway AlA, North County
to American Tower)
B
New Cingular Wireless PCS, LLC (AT&T) (Co -Locator)
C
T -MOBILE SOUTH, LLC Co -Locator)
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HOBART TOWER
5350 77th Street
Global Tower Assets, LLC (Current Owner of Tower)
A
Calvary Chapel
B
American Tower Sublease/Site #370764
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CAPSTAR COMMUNICATION TOWER - (part of Hobart Tower)
6390 77th Street
A
Federal Aviation Administration
25
IRC NORTH TOWER - (BAILEY TOWER)
810 Bailey Drive
TALCOM, INC. (Owner of Tower)
A
Florida Power and Light Company
MAY 12 BOARD MEETING COUNTY ATTORNEY REQUESTED TO TERMINATE LEASES
B
M/A-COM, INC.
C
CCATT HOLDINGS (Co -Locator Agreement)- Multiple Agreements - NEED
ASSISTANCE CAN NOT TIE OUT WHICH AGREEMENTS ARE ACTIVE AND WHICH
HAVE BEEN CANCELLED. APPEAR TO BE MISSING AGREEMENTS
35
GIFFORD WATER TOWER
4690 28th Court
A
Verizon Wireless fka PrimeCo Personal Communications, LP
B
Sprint Spectrum Realty Company fka Nextel South Corp.
C
T -MOBILE SOUTH, LLC
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KINGS HIGHWAY WATER TOWER
5850 College Lane (1805 58th Avenue)
A
MetroPCS California/Florida, Inc.
B
New Cingular Wireless PCS, LLC FKA Bellsouth Mobility
Florida 2B MPL Tower Holdings, LLC (CCATT, LLC, Attorney in fact) fka Bellsouth
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WINTER BEACH TOWER
3955 65th Street
A
Mobility
B
Sprint Spectrum, LP
A
Vertical Bridge Acquisitions fka IHEART Media fka Capstar fka Media VI fka
68
IHEARTMEDIA TOWER (WAXE AM RADIO TOWER)
990 1st Place
Shar o, Inc.
50
IRC SOUTH TOWER
1340 Old Dixie Highway
A
New Cingular Wireless PCS FKA Talcom
B
Verizon Wireless (co -locator agreement) (Have not received any payments to
MAY 12 BOARD MEETING COUNTY ATTORNEY REQUESTED TO TERMINATE LEASES
date)
67
IRC DODGERTOWN TOWER
3901 26th Street, Vero Beach, FL 32960
A
T -Mobile South, LLC
38
SOUTH RO TOWER (SBA TOWERS, INC.)
1540/1550 9th Street SW
A
PRIME LEASEEE- VERIZON WIRELESS
B
New Cingular Wireless PCS, LLC (Sublessee of Verizon Wireless)
C
Sprint Spectrum, LP (Sublessee of Verizon Wireless)
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IRC WEST TOWER (EMS COMMUNICATION)
7795 County Road 512
A
IRC LEASES TOWER SPACE FROM FELLSMERE JOINT VENTURE.
OSLO PINNACLE TOWER NORTH- SOUTH
980/982 1ST PLACE
A
CROWN CASTLE FKA PINNACLE FKA SANDAB
B
CROWN CASTLE FKA PINNACLE - SUBLEASE/CUSTOMER #464405
ROSELAND WATER TOWER
13431 US Highway 1
Indian River County Utilities
CR 512 WATER TOWER
9298 County Road 512
IRC - EOC TOWER
4219 43rd Avenue
IRC EGRET MARSH TOWER
7235 4th Street
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CONSULTING & MANAGEMENT
EXHIBIT C
COMPENSATION
SteepSteel's pricing shall be paid as follows:
MANAGEMENT PACKAGES
Twenty -Five Percent (25%) payment for any increase in lease/license revenue that SteepSteel
negotiates above the current rent. SteepSteel shall receive this payment for ten (10) years from
the date the increase in rent occurs as a result of SteepSteel's efforts.
Invoices to be paid on a quarterly basis.
Optional:
STEEPSTEEL AUCTION EVENT PACKAGES
Auction Event Packages: Six percent (6%) of final negotiated sales price will constitute the total
of fee to be paid by the Member to SteepSteel for each SteepSteel Auction Event.
SteepSteel agrees to advance all fees including the costs of all associated SteepSteel negotiations
and marketing expenses for SteepSteel auction Events, as well as closing, escrow, and title fees.
Member agrees to authorize escrow to release fees directly to SteepSteel at the closing of the
transaction based on the percentages outlined herein.
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If applicable, and on a case-by-case basis, pricing and scope of work for services related to short
duration tasks and other consulting tasks as requested by the County shall be agreed to in writing
by the Parties prior to performance of the work.
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