…title
ITEM: AUTHORIZATION TO ENTER INTO MASTER MARKETING AGREEMENT WITH ARCADIA INFRASTRUCTURE I, LLC
REQUEST: Authorization to enter into Master Marketing Agreement with Arcadia Infrastructure I, LLC for the marketing and leasing of Wellington-owned (or Acme-owned) properties to wireless service providers for developing, constructing, and operating wireless communication facilities.
…body
EXPLANATION: The Council established improving wireless and telecommunications infrastructure as a priority. Over the last few months, a three-pronged approach has been executed; (1) update Wellington’s regulations for telecommunication facilities, (2) coordinate with major carriers to identify potential improvements, and (3) contact tower development companies about interest in Wellington (or Acme) owned properties. To date, the Wellington regulations have been updated. The major carriers have been contacted and coordination with them continues. The proposed agreement will be instrumental as it relates to utilizing Wellington (or Acme) owned properties to address the priority and it will also achieve the second prong as well.
On September 26, 2022, Wellington received an unsolicited proposal from Arcadia Towers Group, LLC (Arcadia). Arcadia proposed that the Village of Wellington and Arcadia enter into an exclusive Master Marketing Agreement for the marketing and leasing of Wellington-owned (or Acme-owned) properties to wireless service providers for the purpose of developing, constructing, and operating wireless communications facilities on such properties in a Public-Private Partnership with Wellington. Arcadia Infrastructure I, LLC is a wholly owned subsidiary of Arcadia Towers Group, LLC.
On November 9, 2022, the Village Council authorized waiving certain requirements in Florida Statute 255.065 and publishing a 30-day notice of Wellington’s intent to enter into a comprehensive agreement with Arcadia Towers Group, LLC. Wellington published notice on November 14th & December 8th and no other interested parties submitted a proposal for such services by the December 14, 2022 deadline. Staff notified Council on January 12, 2023 that Wellington would move forward with the next steps per Florida Statute 255.065, including due diligence by both Wellington and Arcadia. Negotiations began in late January 2023.
Staff has negotiated the following:
• Term:
o Agreement to Market and Lease - Five (5) year initial term with five (5) consecutive one (1) year extensions;
o Term of Option and Lease Agreement (for each property) - Five (5) year initial term with seven (7) additional five (5) year extension terms.
• Compensation:
o Wellington shall receive $10,000.00 from Arcadia for entering into the marketing agreement;
o Arcadia shall pay to Wellington thirty percent (30%) of the Monthly Gross Rental Revenues collected from all Carrier Leases;
o Arcadia shall pay Village a one-time fee of $20,000.00 Site Fee for each applicable site within ten (10) days of commencement of physical construction of the communications facility.
If the proposed agreement is approved, Arcadia will begin marketing the properties listed to telecommunications providers. Arcadia may also prepare a site assessment for each property. Arcadia may then submit one or more requests for approval to develop a site(s). Once the request for approval is completed, including a site plan, lease reviews, tower design plans and final construction drawings, a site specific Option and Lease Agreement (OLA) shall be presented to Council for approval. Once the OLA is approved, permitting applications will be submitted for approval. The site will then be developed with the release of the appropriate permits.
At the April 11th Village Council meeting, the agreement was tabled to provide an opportunity for the Council to review the comments from the Cityscape Consultants, Inc. provided during the contract negotiation. Since that meeting, the agreement has been revised to include an “out” clause as discussed by Council. The proposed change to the agreement in Subsection 2. states:
“d. Notwithstanding anything in this Agreement to the contrary, if Arcadia fails to submit to Wellington at least two (2) Requests for Approval in accordance with Section 5 of this Agreement on or prior to the last day of the second (2nd) year of the Initial Marketing Term, then Wellington shall have the right to terminate this Agreement by delivering written notice of termination to Arcadia at any time following the last day of the second (2nd) year of the Initial Marketing Term until the date that Arcadia has submitted at least two (2) Requests for Approval in accordance with Section 5 of this Agreement.”
In addition, Wellington received a letter from Shutts, dated April 28, 2023 (attached) restating the objection to the proposal presented at the April 11th Council meeting.
BUDGET AMENDMENT REQUIRED: NO
PUBLIC HEARING: NO QUASI-JUDICIAL:
FIRST READING: SECOND READING:
LEGAL SUFFICIENCY: YES
FISCAL IMPACT: Wellington will receive $10,000 upon execution of this agreement and $20,000 for each site at time of construction in addition to 30% of the monthly gross rental revenues from all carrier leases to be applied to the General Fund.
WELLINGTON FUNDAMENTAL: Responsive Government
RECOMMENDATION: Authorization to enter into Master Marketing Agreement with Arcadia Infrastructure I, LLC for the marketing and leasing of Wellington-owned (or Acme-owned) properties to wireless service providers for developing, constructing, and operating wireless communication facilities.