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AGENDA
Utilities Committee Regular Meeting
3:00 PM - Monday, November 16, 2020
Video-conference
1. Renton School District Release of Easement
a) AB - 2752 City Clerk reports receipt of Petition to Release Easement from the Renton
School District for the Sartori School Property project, and submits the staff
recommendation to approve the release of easement subject to collection of the
processing fee.
2. ExteNet Franchise Master License Agreement
a) AB - 2753 Community & Economic Development Department recommends approval of
the Master License Agreement with ExteNet Systems, Inc, and requests delegating
approval and signing authority of future Master License Agreements in substantially
similar form to the Mayor or the Mayor's designee.
3. MCI Metro Shadow Duct Agreement
a) AB - 2754 Community & Economic Development Department recommends approval of a
reimbursement agreement with MCI Metro (a Verizon Wireless company), in the amount
of $112,752.50, for the installation of conduit pursuant to RCW 35.99.070.
4. Emerging Issues in Utilities
Currently, due to the spread of COVID-19, all regularly-scheduled committee meetings will be held as necessary via
video-conference. City hall is closed to the public.
If you would like to attend this week's meeting remotely, you can do so by going to
https://us02web.zoom.us/j/82706291654
Zoom Meeting ID 827 0629 1654 Passcode 831774
You can call through Zoom at 253.215.8782 and use the Meeting ID
AB - 2752
City Council Regular Meeting - 09 Nov 2020
SUBJECT/TITLE: Request for Release of Utility Easement from Renton School District
for the Sartori School Property Project; RE-20-001
RECOMMENDED ACTION: Refer to Utilities Committee
DEPARTMENT: City Clerk
STAFF CONTACT: Jason Seth, City Clerk
EXT.: 6502
FISCAL IMPACT SUMMARY:
N/A
SUMMARY OF ACTION: As part of the Sartori School Project, the original easement location will need to be released to allow for
the utilities to be relocated for the overall development of the property. An easement with the City of
Renton (recording #20080707000225 and 20081028000318) was granted to the City at no cost, for the
operation and maintenance of the utilities within the subject property.
The developer has already provided new utility easements for the site utilities and the existing easement
is no longer needed.
All new public and private utilities are located within the current site and there is no future need for the
use of the portion of the easement being requested for release. No public funds were spent on the acquisition
or maintenance of this portion of the easement, therefore it is classified as a “Class B” release of easement as
defined in City Code 9-1-4 and requires no further compensation to the City, other than the processing fee to be
paid by the applicant.
EXHIBITS:
A. Issue Paper
B. Petition to Release Easement from Renton School District
D. Easement #20080707000225 Being Released
E. Easement #20081028000318 Being Released
STAFF RECOMMENDATION:
Approve release of the easement, subject to the collection of the processing fee from the Renton School
District related to the Sartori School property.
AGENDA ITEM #1. a)
DEPARTMENT OF COMMUNITY
& ECONOMIC DEVELOPMENT
M E M O R A N D U M
DATE:October 28, 2020
TO:Ruth Perez, Council President
Members of Renton City Council
VIA:Armondo Pavone, Mayor
FROM:C. E. “Chip” Vincent, CED Administrator
STAFF CONTACT:Amanda Askren, Property & Technical Services Manager, ext.
7369
SUBJECT:Request for Release of Sanitary Sewer Easement for Sartori
School Property
ISSUE:
Should Council approve the release of an existing sanitary sewer easement requested by
Renton School District related to the Sartori School Property?
RECOMMENDATION:
Approve the release of the sanitary sewer easement, subject to the collection of the
processing fee from Renton School District related to the Sartori School Property.
BACKGROUND SUMMARY:
As part of the Sartori School Project, the original easement location will need to be
released to allow for the utilities to be relocated for the overall development of the
property. An easement with the City of Renton (recording #20080707000225 and
20081028000318) was granted to the City at no cost, for the operation and
maintenance of the utilities within the subject property. The developer has already
provided new utility easements for the site utilities and the existing easement is no
longer needed.
All new public and private utilities are located within the current site and there is no
future need for the use of the portion of the easement being requested for release.
No public funds were spent on the acquisition or maintenance of this portion of the
easement, therefore it is classified as a “Class B” release of easement as defined in City
Code 9-1-4 and requires no further compensation to the City, other than the processing
fee to be paid by the applicant.
CONCLUSION:
Staff recommends the approval of the release of easement, subject to the collection of
the processing fee from Renton School District related to the Sartori School Property.
AGENDA ITEM #1. a)
DEPARTMENT OF COMMUNITY
AND ECONOMIC DEVELOPMENT
Page 1 of 8 | Rev: 3/2/2020
Planning Division | 1055 South Grady Way, 6th Floor | Renton, WA 98057 | 425-430-7200
Website: rentonwa.gov
RELEASE OF EASEMENT PETITION PROCESS AND
SUBMITTAL REQUIREMENTS
Rev : 3/2/2020
This document is intended to help an applicant better understand what is expected in preparing the application
for submittal, review, and approval of a release of easement petition.
COMPLETE CONTENTS OF THIS PACKAGE:
1. Release of Easement Review Flow Chart
2. Requirements
3. Submittal Checklist
4. Process
5. Petition
6. Legal Description Guidelines
7. Map Exhibit Guidelines
Section I: Release of Easement Review Flow Chart
The review and approval process is summarized on the flow chart below and further explained in subsequent pages.
Applicant Responsibilities City Responsibilities City Held Meetings
Note: The established timelines do not account for unintended findings, modification requests and review time,
or omissions which may delay the review process.
Specific Code Section(s) related to this document
RMC 9-1-5 Release of Easement
RMC 4-1-180 Easement Filing Fee
RMC 4-8-090 Public Hearing
Step 1
Applicant submits
Release of Easement
Application
Step 2
Review and
Process Period
Step 3
City Council
Meeting
Step 4
Completed and
Appraised
Step 5
Final Processing
by City
AGENDA ITEM #1. a)
RELEASE OF EASEMENT PETITION PROCESS AND SUBMITTAL REQUIREMENTS (CONT’D)
Page 2 of 8 | Rev: 3/2/2020
Section II: Requirements
Release of Easement
A release of easement is used to facilitate the termination of a public utility or access easement.
Criteria for a release of easement
The owners of an interest in any real estate over which an easement exists within the City may petition the City
Council for the release of the easement or any part thereof.
This summary outlines the procedure of filing a release of easement application in the City of Renton. The
application packet is designed to obtain all the information necessary to allow the City to make a well-
informed decision on your application. The applicant is responsible in meeting the requirements imposed
and coordinating with any other property owners who signed the petition.
Section III: Submittal Checklist
The applicant should contact the Property and Technical Services prior to submitting a release of easement
application if there are any questions regarding the submittal requirements. Marking an item as “Not
Applicable” or “N/A”, without acceptable justification, may result in the submittal being rejected at Intake. The
applicant must submit a complete application to the City Clerk’s Office.
Included N/A All Are Required Unless Waived by City Staff
____ Signatures: This petition must be signed by the owners of more than two-thirds (2/3)
of the property affected. [Note: It is recommended that the petitioner(s) obtain the
signatures of all (100%) of the owners whose property abuts any part of the
easement.
____ Legal Description labeled as “Exhibit A”: Please attach a full and correct legal
description of the easement sought to be released. The legal description must
include the pertinent section, township and range information and must state that
the described area is situated in the City of Renton. It should be labeled Exhibit A
and be suitable for recording with the final ordinance.
____ Map Exhibits labeled as “Exhibit B”: Please attach the map exhibit of the area for
which a release of easement is requested. The Release of Easement Area Map
Exhibit, should be labeled Exhibit B and be suitable for recording with the final
ordinance.
____ Public Benefit labeled as “Exhibit C”: Please attach a brief explanation of the
purpose and public benefit of the requested release of easement.
____ Payment: A release of easement filing fee is required as set forth in Section 4-1-180.
This fee compensates the City for administrative costs and expenses in the
processing, checking and handling of the initial release of easement. This fee also
includes the publication and posting expense of any notice pertaining to the release
of easement. This fee may be waived by Council action. (Amd. Ord. 4723, 5-11-98)
AGENDA ITEM #1. a)
RELEASE OF EASEMENT PETITION PROCESS AND SUBMITTAL REQUIREMENTS (CONT’D)
Page 3 of 8 | Rev: 3/2/2020
Section IV: Process
STEP 1: Applicant Submits for Release of
Easement
Timeline depends on time required for petitioner(s)
to obtain and submit signatures, map and legal
description.
STEP 2: City Review Period
Timeline is approximately four (4) weeks plus an
additional four (4) weeks for resolution to set and
hold Council Meeting.
Review of Release of Easement Request: A
validated petition will be circulated for review and
comments to all City departments, as well as other
local agencies and utilities. The purpose of this
review is to determine if the requested release of
easement is acceptable. This review must be
completed before the Council Committee meeting is
held and takes approximately four weeks.
Schedule Council Committee Date: Staff will set a
date for the release of easement to be presented to
Council at a Council Committee meeting. It is not
necessary for the petitioner to attend.
Preparation for Council Committee: Staff shall
prepare a report and presentation for the Council
Committee meeting.
STEP 3: City Council Committee Meeting
Meeting is approximately fifteen (15) to forty-five
(45) minutes
During this meeting, the City Council shall seek the
recommendation of the City Departments as to the
following:
The advisability of the proposed release
of easement
The classification of said easement
After the meeting Council shall determine whether
the release of easement should be granted, the
classification of the easement, and the
compensation to be paid (if any), in accordance with
Section 9-1-5 of the Renton Municipal Code.
The City further reserves the right to retain an
easement for the construction, repair and
maintenance of public utilities and public services.
STEP 4: Compensation and Appraisal
Timeline depends on time required for petitioner(s)
to obtain and submit appraisal plus approximately
two (2) weeks to set compensation.
Appraisal: Following a recommendation for release
of easement after the City Council Committee
Meeting, the petitioner(s) may be required to obtain
a written appraisal from an M.A.I. or other qualified
appraiser, as approved by the City, and furnish the
results to the Property and Technical Services
Manager for evaluation. Petitioner(s) shall pay the
actual cost for preparation of the appraisal report.
The appraisal fees are in addition to the filing fee
and the processing fee. (Ord. 4860, 9-18-2000)
Evaluation and Recommendation: Through the
Property and Technical Services Manager, staff shall
evaluate the appraisal and make a recommendation
to the City Council regarding its acceptance. The
appraisal is used to help the City Council make a
determination of the compensation due the City.
[Note: In the event that the compensation for the release has not been
paid within ninety (90) days of the determination by the City Council
of the compensation to be paid, the petition shall be deemed to have
been abandoned and shall be denied. (Section 9-1-5 of the Renton
Municipal Code)]
Payment: The applicant shall pay a release of
easement processing fee in an amount as set forth
in Section 4-1-180E. Thus, after Council has
approved the release of easement request, a
processing fee will be due before recording of the
easement document.
AGENDA ITEM #1. a)
RELEASE OF EASEMENT PETITION PROCESS AND SUBMITTAL REQUIREMENTS (CONT’D)
Note: This handout shall not be used as a substitute for codes and regulations. The Applicant is responsible for compliance with all codes and
regulations, whether or not described in this document.
Page 4 of 8 | Rev: 3/2/2020
City Compensation: In the event that the release of
an easement is classified as Class A or Class C, the
City shall receive compensation in accordance with
RCW 35.79.030. The City Council shall have
authority, upon recommendation of the
administration, to accept real property or a property
right in lieu of a part or all of the cash compensation
that would be paid.
In the event of a release of easement classification
as a Class B, the City shall receive no further
compensation other than the easement release
processing fee to defray administrative costs of the
easement release.
STEP 5: Finalize Release of Easement
Timeline: depends on time required for petitioner(s)
to pay fee and recording processing time
Recording: Following payment, City Clerk’s office
will transmit the release of easement forms for
recording to King County. After recording, the
easement will be fully released and it is
recommended that the petitioner contact their title
company for an updated title to reflect the release
if necessary.
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
RELEASE OF EASEMENT PETITION PROCESS AND SUBMITTAL REQUIREMENTS
Page 7 of 8 | Rev: 3/2/2020
Section VI: Legal Description Guidelines
The objective of a legal description is twofold: first, to describe a land area in definitive, accurate, and detailed terms to
permit a competent person having no familiarity with the land to locate the boundaries of a piece of property; and second,
to meet the legal requirements of conveying interests in real property from one individual to another. Although the
definition is correctly stated as a "land" description, it is generally called a "legal" description because it must stand up
under the law and litigation. There are generally five types of legal descriptions:
1) A series of lines around the perimeter of an area known as a metes and bounds description; "metes" means
bearings and distances and "bounds" means and refers to monuments both physical and legal.
2) A boundary description stated totally by reference to other parcels already on record in the public repository. It
merely makes ties by reference to the deeds of the owners adjoining each boundary line of the property being
described.
3) All or part of a section in the Public Land Survey System.
4) A lot in a recorded subdivision.
5) Strip descriptions for right-of-ways of pipelines, roads, etc., which may cross many parcels.
The following guidelines consist of elements which are recommended for use in the preparation of legal descriptions. They
are not intended to be all inclusive and may not be applicable in all situations:
1) In a description of a lot, tract, parcel, or portion thereof in a recorded plat, short plat, or record of survey:
a. Lot and block number or designation and addition or subdivision name;
b. Official recording data and identification of recording office;
c. Location by section, township, and range with respect to the Willamette Meridian, (if applicable);
d. Property location by city, county, and state.
2) In a description of an easement, lot, tract, or parcel described by metes and bounds:
a. Parcel location by the subdivision(s) of the section; or portion of any other official sub divisional tract from
a Government Land Office (GLO) or Bureau of Land Management (BLM) plat; or portion of a recorded plat,
short plat, or record of survey;
b. Section, township, and range with respect to the Willamette Meridian;
c. Property location by city, county, and state;
d. Direction and distance to GLO or BLM corners or properly determined section subdivision corners with
description of the physical corners, if applicable;
e. A description of the boundary giving:
• Place or beginning and or initial point;
• Basis of bearings or azimuths;
• Bearings, angles, or azimuths in degrees, minutes, and seconds;
• Distances in feet and decimals of feet or record units, where applicable;
• Curve data showing the controlling elements;
• Identification of senior adjoiners giving recording office and filing reference;
• Calls to existing controlling monuments, both artificial and natural;
• Calls which indicate if a course is a section line, sub divisional line, a line of record, or parallel therewith;
• A bearing and distance for each boundary line of the described parcel with a closing course returning
to the point of beginning, except where the boundary can be described by a record, physical, or natural
feature.
AGENDA ITEM #1. a)
RELEASE OF EASEMENT PETITION PROCESS AND SUBMITTAL REQUIREMENTS (CONT’D)
Note: This handout shall not be used as a substitute for codes and regulations. The Applicant is responsible for compliance with all codes and
regulations, whether or not described in this document.
Page 8 of 8 | Rev: 3/2/2020
3) In a description based on a Public land Survey System subdivision:
a. Special segregations such as donation land claims, homestead entry surveys, townsites, tracts, and Indian
or military reservations;
b. Government lot number(s);
c. Aliquot part designation;
d. Section, township, and range with respect to the Willamette Meridian;
e. Property location by city, county, and state.
4) Other elements of consideration for any land description:
a. Avoid ambiguities when exceptions to a parcel are stated;
b. Indicate width of strip description and its relationship to described centerline or survey line;
c. Delineate the dividing line when designating a fractional portion of a parcel;
d. When designating one-half or other fractional portion of an aliquot part by government subdivision
procedures, follow with "according to U.S. Government subdivision procedures."
Sources:
1) HRWA International Right of-Way Association. International Right-of-Way Association 2001. - "Principles of Right-of-Way,"
Torrance, CA. International Right of Way Association, 2001.
2) Washington State Office of the Code Revision. "WAC 332 130-040.9," August 9, 2000, August 11, 2003.
3) Wattles, Gordon H. "Writing Legal Descriptions In Conjunction With Survey Boundary Control." Orange, CA G2H Wattles
Publications c1979
Section VII: Map Exhibit Guidelines
Map exhibits submitted as part of a release of easement petition must be able to be reproduce a legible copy -
including stamps (raised stamps must be smudged prior to recording).
Map exhibits must measure 8 ½" x 11".
Font sizes must be at least 8-point. (This is 8-point type.)
Map is recorded in black and white. For color map exhibits, please pay particular attention to the color of
highlighting as some colors copy dark which obscures text.
Map exhibits must have a 1" margin on all sides.
In the margins, incidental writing and stamps are allowed.
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
EXHIBIT C
Public Benefit
The release of this easement is due to redevelopment of the property and relocation of
the utilities. New easements were granted as necessary.
AGENDA ITEM #1. a)
Page 1 of 1
Return Address:
City Clerk’s Office
City of Renton
1055 South Grady Way
Renton, WA 98057
Release of Easement Property Tax Parcel Number:722400-0580
Project File #: Street Intersection: N 3rd St., N 4th St., Park, Garden
Reference Number(s)of Documents assigned or released: 20080707000225 and 20081028000318
Additional reference numbers are on page _____.
Grantor(s):Grantee(s):
1. City of Renton, a Municipal Corporation 1. Renton School District No. 403, a Washington Municipal
Corporation
The Grantor,as the owner of an easement acquired from Renton School District No. 403, a Municipal Corporation, dated
on June 11, 2008 recorded under King County Recording Number 20080707000225, as amended by that certain Utilities
Easement Amendment, recorded under King County Recording Number 20081028000318 (collectively, the “easement”),
over real property described below:
A Sanitary Sewer easement encumbering the following described property:
The south 15 feet of Lot 10, Block 3 of the Plat of Sartorisville as recorded in Volume 8 of Plats, Page 7, Records of King
County,Washington.
Situate in the NW 1/4 of Section 17, Township 23 North,Range 5 East, W.M., in the City of Renton, King County,
Washington
NOTE: Easement of record legal description references the “NE 1/4 Section of 17” as opposed to “NW 1/4 of Section 17”
The CITY OF RENTON does hereby abandon and release the above described easement and all rights acquired under it.
IN WITNESS WHEREOF, said City has caused this instrument to be executed by the Mayor and attested to by the City
Clerk this ____ day of ____________________, 2020.
MAYOR
CITY CLERK
Notary Seal must be within box STATE OF WASHINGTON ) SS
COUNTY OF KING )
This record was acknowledged before me on _____________________, 2020
By ________________________ as _______________________ of the City of
Renton, a municipal corporation.
_________________________________________________________________
Notary Public in and for the State of Washington
Notary (Print)____________________________________
My appointment expires:___________________________
Dated: _________________________________________
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AGENDA ITEM #1. a)
AB - 2753
City Council Regular Meeting - 09 Nov 2020
SUBJECT/TITLE: ExteNet Systems, Inc. Master License Agreement
RECOMMENDED ACTION: Refer to Utilities Committee
DEPARTMENT: Community & Economic Development Department
STAFF CONTACT: Vanessa Dolbee, Planning Director
EXT.: 7286
FISCAL IMPACT SUMMARY:
N/A
SUMMARY OF ACTION:
ExteNet has requested a Master License Agreement (MLA) with the City of Renton in order to develop a
telecommunication network for small cell technology services pursuant to section II.4 of ExteNet’s franchise agreement
with the City (Franchise ordinance 5978). The use of the City owned light poles for this private telecommunications
system requires a lease with the City and is subject to appropriate fees. The MLA being requested with the City of
Renton is a lease agreement that would allow for the installation, operation and maintenance of small wireless facilities,
specifically antennas and related appurtenances, on City owned light poles.
In addition to working with ExteNet on the Master License Agreement presented now to Council, City staff have also
been negotiating Master License Agreements with other small cell purveyors. Although the ExteNet is the only MLA that
has completed the negotiation process, City staff expects that additional MLAs will be negotiated in the near future on
substantially similar terms. To streamline the process for such MLAs, City staff recommends that the City Council
delegate approval and signing authority to the Mayor (or the Mayor’s designee) for future MLAs and (Site License
Addendum) SLAs, provided that they are in substantially similar form to the ExteNet MLA, and its attached SLA.
EXHIBITS:
A. Issue Paper
B. Master License Agreement
STAFF RECOMMENDATION:
Authorize the Mayor and City Clerk to approve the ExteNet Systems, Inc. Master License Agreement. Additionally,
delegate approval and signing authority of future Master License Agreements in substantially similar form to the Mayor
or the Mayor’s designee.
AGENDA ITEM #2. a)
DEPARTMENT OF COMMUNITY
& ECONOMIC DEVELOPMENT
M E M O R A N D U M
DATE:November 2, 2020
TO:Ruth Perez, Council President
Members of Renton City Council
VIA:Armondo Pavone, Mayor
FROM:C.E. “Chip” Vincent, CED Administrator, ext. 6588
STAFF CONTACT:Nathan Janders, Civil Engineer II
SUBJECT:ExteNet Systems, Inc. Master License Agreement
ISSUES:
1. Should Council authorize the Mayor and City Clerk to enter into a Master License
Agreement with ExteNet Systems, Inc.?
2. Should Council delegate to the Mayor, or the Mayor’s designee, the approval
and signing authority for Master License Agreements, including Site License
Addendums, in substantially similar form to the Master License Agreement and
Site License Addendum with ExteNet Systems, Inc.?
RECOMMENDATION:
Staff recommends that Council authorize the Mayor and City Clerk to enter into a
Master License Agreement with ExteNet Systems, Inc. (“ExteNet”) as a purveyor of a
telecommunications network for small cell technology within the City of Renton.
Staff recommends that Council delegate to the Mayor, or the Mayor’s designee, the
approval and signing authority for Master License Agreements, including Site License
Addendums; provided that such Master License Agreements and Site License
Addendums are in substantially similar form to the Master License Agreement with
ExteNet.
BACKGROUND SUMMARY:
Issue 1: ExteNet MLA
ExteNet has requested a Master License Agreement (MLA) with the City of Renton in
order to develop a telecommunication network for small cell technology services
pursuant to section II.4 of ExteNet’s franchise agreement with the City (Franchise
ordinance 5978). The use of the City owned light poles for this private
AGENDA ITEM #2. a)
Ruth Perez, Council President
Page 2 of 4
November 2, 2020
telecommunications system requires a lease with the City and is subject to appropriate
fees. The MLA being requested with the City of Renton is a lease agreement that would
allow for the installation, operation and maintenance of small wireless facilities,
specifically antennas and related appurtenances, on City owned light poles.
The MLA defines the lease terms for ExteNet to construct, operate, maintain, replace,
relocate, repair, upgrade, remove, excavate, acquire, and use the small wireless facilities
for its small cell network. The MLA contains a template Site License Addendum (SLA)
which shall be submitted with each requested use of a City light pole. The SLA
incorporates the provisions of the MLA and authorizes, along with other required
permits, ExteNet the ability to install, operate, repair, replace and maintain the
equipment on the City light pole identified within the SLA.
The length of term agreed to by the City and ExteNet for the proposed MLA would be
effective for a period of ten (10) years. Up to two possible 5-year renewals may allowed
for upon mutual agreement executed by both parties prior to the expiration of the MLA.
Further the MLA shall only be effective while franchise ordinance 5978 is effective.
The agreement groups similar items together. Sections 1-3 cover the basic franchise
approval. Sections 4-13 cover general work activities. Sections 14-15 cover cost
recovery and permitting. Sections 16-38 cover basic legal concerns. Section 39 provides
for final franchise adoption.
Outline for ExteNet Master License Agreement
The following outline of the ExteNet MLA is intended as informational only regarding
the organization of the document; it should not be interpreted to change or add
meaning to the language of the MLA itself.
1. Definitions: Defines acronyms and provides a broadened overview of various terms
used throughout the document.
2. City Poles: Licenses use of poles to lessee for which an approved SLA has been issued
and incorporates by reference other federal, state and local laws.
3. Allowed Use: Limits use of poles to the sole purpose of operating a small wireless
facility and gives City authority to restrict installation with specific cause.
4. Effective Date: Defines the date to which the agreement takes effect.
5. Term: Specifies the ten (10) year term for the agreement and provides for lessee to
request up to two additional five (5) year extensions.
6. Compensation: Defines fees, rental rates and their respective due dates by lessee.
Further defines pole reservation and timeline for obtaining approvals.
7. Taxes, Assessments & Utilities: Specifies that lessee shall pay leasehold excise tax.
8. Permits: Specifies permits required, the permit expiration period and opportunity
for lessee to extend expirations.
AGENDA ITEM #2. a)
Ruth Perez, Council President
Page 3 of 4
November 2, 2020
9. Non-Interference with City Poles: Describes how interference is to be remedied and
the hierarchy of existing infrastructure.
10. Radio Frequency Interference Study: Specifies lessees obligation to comply with all
laws pertaining to radiofrequency radiation or electromagnetic fields pursuant to
FCC standards.
11. City Poles Access & Security: Provides further clarity into lessees rights to access
poles for maintenance and operation along with how contact shall be made
between parties.
12. Hazardous Material: Requires that the franchisee not introduce or use any
hazardous substances (chemical or waste).
13. Pole Replacement: Specifies use of City Standard Details when installing a small
wireless facility, how alternates may be authorized and transfers ownership of pole
to City upon installation.
14. Maintenance/Stewardship: Requires lessee to maintain site equipment and defines
requirements for repairs.
15. Repairs by City; Increased Maintenance Costs; Emergency Situations: Describes
notification timelines and obligations to make repairs and emergency repairs.
Provides City ability to remediate a situation endangering public health and safety in
the event lessee is unable.
16. Sub-License & Assignment by Company: Defines how lessee may not sublicense, co-
locate, assign or transfer any portion of the agreement without written permission
of the City.
17. Sub-License & Assignment by City: Specifies how terms of agreement are extended
through a transfer of ownership or sublease of pole by City.
18. Improvements, Fixtures and Personal Property; Inspection by City: Describes how
lessee retains ownership of site equipment and may make improvements to said
equipment yet defines the extent of improvements for which a revision to the SLA
and subsequent review is required.
19. Destruction of or Damage to the City Poles or Any Site Structures: Provides the
lessee rights to terminate or amend the SLA for a site in the event of collision, fire or
casualty.
20. Condemnation: Specifies ownership of proceeds and materials in the event of a site
being condemned.
21. Insurance: Specifies the levels of insurance the lessee must carry.
22. Hold Harmless: Provides that lessee will hold harmless the City of Renton.
23. Performance Bond: Specifies the bonding requirements and bond value lessee must
have on file with City.
24. Nondiscrimination: Incorporates by reference federal, state or local
nondiscrimination laws to which lessee shall comply.
25. Stop Work: Defines under what circumstances City may stop work and penalty
incurred by lessee.
26. Prerequisites for Approval: Requires lessee obtain a franchise agreement from the
City prior to entering into MLA.
AGENDA ITEM #2. a)
Ruth Perez, Council President
Page 4 of 4
November 2, 2020
27. Review of Plans: Defines documents, studies, reports that are required to be submit
prior to installation of Site Equipment.
28. Default; Remedies: Defines causes for default by lessee, fees owed and ability of City
to terminate agreement.
29. Termination: Defines both City and lessee’s rights to terminate agreement.
30. Cure: Specifies duration to remedy default by either party.
31. Reserved:
32. Removal of Site Equipment upon Termination of Agreement: Defines timeline for
removal of site equipment and consequential actions if lessee fails to remove site
equipment.
33. Records; Audits: Defines frequency and timeline to which lessee shall provide
requested information pertaining to agreement.
34. Miscellaneous: Provides specific information not held under other headings such as
reference to governing law, requirement to obtain a business license, etc.
35. Exhibits: Provide templates and addition information as referenced in sections 1-34.
Issue 2: Delegation of Approval and Signing Authority for Future MLAs
In addition to working with ExteNet on the Master License Agreement presented now to
Council, City staff have also been negotiating Master License Agreements with other
small cell purveyors. Although the ExteNet is the only MLA that has completed the
negotiation process, City staff expects that additional MLAs will be negotiated in the
near future on substantially similar terms. To streamline the process for such MLAs, City
staff recommends that the City Council delegate approval and signing authority to the
Mayor (or the Mayor’s designee) for future MLAs and SLAs, provided that they are in
substantially similar form to the ExteNet MLA, and its attached SLA.
cc: Martin Pastucha, Public Works Administrator
Vanessa Dolbee, Planning Director
Ron Straka, Utility Systems Director
Brianne Bannwarth, Development Engineering Manager
Holly Powers, Development Services Representative
AGENDA ITEM #2. a)
SMALL CELL COMMUNICATION FACILITIES
MASTER LICENSE AGREEMENT
between
THE CITY OF RENTON
and
EXTENET SYSTEMS, INC.
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.2
Table of Contents
TERMS OF LICENSE...........................................................................................................................3
1. Definitions..................................................................................................................................3
2. City Poles...................................................................................................................................4
3. Allowed Use...............................................................................................................................4
4. Effective Date. ...........................................................................................................................5
5. Term...........................................................................................................................................6
6. Compensation. ...........................................................................................................................6
7. Taxes, Assessments & Utilities..................................................................................................8
8. Permits. ......................................................................................................................................8
9. Non-Interference with City Poles. .............................................................................................9
10. Radio Frequency Interference Study. ........................................................................................9
11. City Poles Access & Security..................................................................................................10
12. Hazardous Materials ................................................................................................................10
13. Pole Replacement.....................................................................................................................11
14. Maintenance/Stewardship........................................................................................................12
15. Repairs by City; Increased Maintenance Costs; Emergency Situations..................................12
16. Sub-license & Assignment by Company.................................................................................13
17. Sub-license & Assignment by City..........................................................................................14
18. Improvements, Fixtures and Personal Property; Inspection by City. ......................................15
19. Destruction of or Damage to the City Poles or any Site Structures.........................................15
20. Condemnation..........................................................................................................................16
21. Insurance..................................................................................................................................16
22. Hold Harmless. ........................................................................................................................16
23. Performance Bond. ..................................................................................................................18
24. Nondiscrimination....................................................................................................................18
25. Stop Work................................................................................................................................19
26. Prerequisites for Approval.......................................................................................................19
27. Review of Plans. ......................................................................................................................19
28. Default; Remedies....................................................................................................................20
29. Termination..............................................................................................................................22
30. Cure..........................................................................................................................................24
31. Reserved...................................................................................................................................24
32. Removal of Site Equipment upon Termination of Agreement................................................24
33. Records; Audits........................................................................................................................25
34. Miscellaneous. .........................................................................................................................26
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.3
This SMALL CELL COMMUNICATION FACILITIES MASTER LICENSE AGREEMENT
hereinafter (“Agreement”) is entered into by and between the City of Renton, a municipal
corporation of the state of Washington, hereinafter referred to as (the “City”), and ExteNet Systems,
Inc., a Delaware corporation, hereinafter referred to as (the “Company”).
RECITALS
WHEREAS, the City owns certain improved real property and structures, further described herein
(the “City Poles”), and
WHEREAS, the City owns the City Poles in its proprietary capacity; and
WHEREAS, the Company is engaged in the operation of small wireless facilities (“Small Cells”, as
further defined below) and desires to license from the City, and the City is willing to license to
Company certain City Poles as approved in each Site License Addendum ; and
NOW THEREFORE, for valuable consideration the sufficiency of which is hereby acknowledged
and in consideration of the terms, conditions, covenants and performances contained herein, it is
mutually agreed as follows.
TERMS OF LICENSE
1.Definitions.
1.1. “City Poles” means street light poles owned and operated by the City in public right-
of-way and public utility easements adjacent to the right-of—way and approved for Company’s Site
Equipment, and shall specifically not include those poles owned by the City that are less than
seventeen feet in height. The term “City Poles” does not include real property owned by City or the
fixtures located thereon or improvements there to, including but not limited to, buildings, water
towers and parks.
1.2. "Government Approvals" includes all federal (e.g. FCC and FAA requirements), state
and local permits and approvals, including the franchise and compliance with the Renton Municipal
Code (RMC).
1.3. "Make-Ready Work" means the work required on or in a City Pole to create space for
the Site Equipment, which may include but is not limited to replacing and/or reinforcing the existing
City Pole to accommodate the Site Equipment, or rearrangement or transfer of existing Site
Equipment and the facilities of other entities, including any necessary fiber connections and electrical
power, as further described in Section 13.
1.4. “Site Equipment” means antennas and any associated utility or equipment box, and
transmitters, receivers, radios, amplifiers, ancillary fiber-optic cables and wiring, and ancillary
equipment for the transmission and reception of radio communication signals for voice and other
data transmission, including the means and devices used to attach Site Equipment to City Poles,
peripherals, and wiring, cabling, power feeds, and any approved signage attached to the City Poles as
further depicted in an approved Site License Addendum.
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.4
1.5. “Site License Addendum” means the document in the form substantially similar to
Exhibit C that, when fully executed, incorporates the provisions of this Agreement and authorizes the
Company to install, operate, repair, replace, and maintain the Site Equipment on City Poles identified
in the specific Site License Addendum. A Site License Addendum is required in addition to a small
cell permit and any right of way use permits required by the City.
1.6. “Small Wireless Facility” or “Small Cell” means a “small wireless facility” as
defined in 47 CFR 1.6002.
2.City Poles.
2.1. The City represents as follows:
2.1.1. it owns the City Poles and all appurtenances;
2.1.2. it is fully authorized to enter into this Agreement; and
2.1.3. the individual executing this Agreement is authorized to bind the City to the
provisions contained herein.
2.1.4. The City hereby licenses to Company a portion of the City Poles, as approved
on a Site License Addendum, the form of which is attached hereto and incorporated herein by
reference, together with non-exclusive access rights to and from the City Poles, sufficient for
Company’s use of the City Poles, as outlined in Section 11 herein. This Agreement allows Company
to utilize City Poles within the present limits of the City and as such limits may be hereafter extended
through annexation.
2.2. Company’s use of an individual City Pole is subject to the City’s prior approval of a
Site License Addendum for each City Pole.
2.3. The authority granted by this Agreement is a limited, non-exclusive authorization to
occupy and use certain City Poles as approved by a Site License Addendum. Such use must also
follow the Renton Municipal Code (the “RMC”) and all other federal, state, and local laws and
regulations. The provisions of this Agreement are expressly contingent upon the approval by the
City Council of a valid telecommunications franchise which expressly authorizes the deployment of
Small Cells in the public right of way.
2.4. Nothing contained within this Agreement shall be construed to grant or convey any
right, title, or interest in the City Poles to the Company other than for the purpose of placing and
operating the Site Equipment. Further, nothing in this Agreement shall be interpreted to create or
vest in Company any easement or other ownership or property interest to any City Poles, property, or
rights-of-way. This Agreement shall not constitute an assignment of any of the City’s ownership of
or other rights to City Poles, property, or rights-of-way.
3.Allowed Use.
3.1. Company may install, operate, maintain, remove, repair and replace, at Company’s
sole responsibility and expense, Small Cells that are consistent with the Site License Addendum.
Company shall not use the City Poles for any other purpose whatsoever without the prior written
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.5
consent of the City, which consent may be withheld for any lawful reason. This Agreement does not
grant Company the right or license to utilize City Poles for facilities other than Small Cells.
3.2. Prior to use of the City Poles by Company, Company and City must execute a Site
License Addendum, in the form substantially similar to Exhibit C, that covers the specific Small Cell
and location of the specific City Poles.
3.3. Company, in the performance and exercise of its rights and obligations under this
Agreement, shall not materially or harmfully interfere in any manner with the existence and
operation of any and all existing and future public and private rights-of-way, sanitary sewers, water
mains, storm drains, gas mains, poles, aerial and underground electrical and telephone wires, traffic
signals, communication facilities owned by the City, cable television, location monitoring services,
public safety and other existing telecommunications equipment, utility, or municipal property,
without the express written approval of the City or owners of the affected property or properties,
except as permitted by applicable laws or this Agreement. However, the City agrees that to the
extent it permits any other tenants, licensees, or users, to use the City Poles such third party will be
permitted to install only such equipment that is of the type and frequency which will not cause
harmful interference which is measurable in accordance with the existing industry standards to the
then existing equipment of Company; provided, however that this exception shall not apply to the
extent such equipment is deployed for the purpose of public health and safety. The parties
acknowledge that the City does not have the expertise to determine if there is harmful interference,
and that the City can rely on documentation provided by the third party that its equipment does not
interfere with Company’s Small Cell Facilities. Further, Company agrees that the only recourse
Company shall have is to request that such third party interfering equipment be removed from the
City Pole.
3.4. All Site License Addenda are subject to the terms and conditions of this Agreement.
Further, the Company acknowledges and agrees that as a result of the City’s review of the Site
License Addenda, the City may deny the installation of Site Equipment outright in accordance with
applicable state and federal law, or require additional terms and/or conditions reasonably related to
special circumstances at the subject City Pole location which will be stated in each Site License
Addendum. The City is under no obligation to accept the installation of the Site Equipment on the
City Poles if it determines in its reasonable judgment that the installation will interfere in any way
with the City’s primary use of the City Poles, or of the public right of way for transportation
purposes, including transportation signalization or public safety, city utility, communication facilities
or electrical facilities and their maintenance and operations or the City determines that such
installation would conflict with City policy as expressed by law, ordinance or regulation.
3.5. Company represents, warrants and covenants that its Site Equipment installed
pursuant to this Agreement and each Site License Addendum will be utilized solely for providing the
following services: any purpose or use reasonably required to operate a Small Wireless Facility.
Company is not authorized to and shall not use its Site Equipment to offer or provide any other
services not specified herein without prior written permission from the City, and without first
obtaining any other necessary permits and approvals, including but not limited to installation and
operation of wires and facilities to provide backhaul transmission service to a third party or the
expansion of the facility to include additional antenna, radios and other infrastructure that would
eliminate concealment or transform the City Poles into a micro or macro cell site as such terms are
defined by state and federal law.
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.6
3.6. Company shall not place any advertising or lighting devices in, on or about the City
Poles, unless such signs or lighting are a part of the design of the pole and provide a public benefit as
approved by the City. Examples of installations providing a public benefit include way signage and
civic banners. However, Company is required to place a sticker with the contact name and number
so that the City can contact the Company as necessary for repairs and in emergency situations.
4.Effective Date.
All references in this Agreement to the “Effective Date”, “the date hereof”, or similar references shall
refer to _________________________. If no date, then date of last signature.
5.Term.
The term of this Agreement shall commence as of the Effective Date and shall expire ten (10) years
from effective date (“Initial Term” or “Term”). The parties may extend this Agreement for two (2)
additional five (5) year terms by mutual agreement executed by both parties. Within ninety (90) days
of the fifth (5th) anniversary of the Effective Date, the parties will meet and confer in good faith
regarding the following terms: bonding requirements, insurance levels, extension of the term, and
resolution of any compliance issues, and the parties shall modify such terms as deemed reasonably
necessary by the City to ensure the public health, safety and welfare. A Site License Addendum shall
not extend this Agreement, each Site License Addendum shall terminate with the expiration or
termination of this Agreement, unless this Agreement is extended by mutual agreement of the parties.
6.Compensation.
6.1. Prior to execution of this Agreement, Company shall pay a one-time fee for the City’s
administrative costs related to the development of this Agreement, as provided in a Fee Schedule
pertaining to the siting of Small Cells approved by City Council, and as may be amended from time
to time by the City Council (the “Fee Schedule”).
6.2. Company is permitted, but not required, to reserve up to ten (10) City Poles at any
one time, prior to submitting a Site License Addendum for such City Pole, using the Pole
Reservation Template attached hereto as Exhibit A. This reservation will expire six (6) months from
the date of reservation (the “Reservation Period”), unless Company has submitted a Site License
Addendum for the specific City Pole. If the applicant has either submitted a Site License Addendum
or the reservation has expired the reservation is no longer counted towards the limit of ten (10) poles.
The fees associated with reserving the City Pole shall be in accordance with the Fee Schedule. The
City will not approve a Site License Addendum from another applicant for any reserved pole during
the Reservation Period.
6.3. Company shall be responsible for paying a non-refundable administrative fee for the
processing and review of the Site License Addenda as further described in the Fee Schedule (the
“Administrative Fee”) for each City Pole requested in a Site License Addendum submitted for review
and approval. The Administrative Fee shall be submitted with every Site License Addendum as a
prerequisite to begin review of the Site License Addendum. Company shall have the right to amend
the Site License Addendum to correct errors or provide additional information without having to pay
a second Administrative Fee. Site License Addenda which have not received Governmental
Approvals or for which Company has not made requested corrections for twelve (12) months
following the date of application shall expire. Prior to the application expiration, Company may
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.7
request an extension for an additional twelve (12) months. The City shall grant an extension when a
reasonable effort has been made by Company to make revisions required. Any additional costs
incurred by the City in excess of the Administrative Fee shall be paid by the Company within ninety
(90) days of an invoice by the City. The Administrative Fee shall be based on the City’s actual costs
associated with review of the Site License Addenda. The Administrative Fee may be modified based
on the City’s analysis of actual costs as described in the Fee Schedule.
6.4. Company shall pay to the City the Rent for each Site License Addendum, in advance,
on the first day of January through the Term of the Agreement, without any prior notice or demand
therefor, and without deduction, offset, abatement, or setoff. “Rent” in the calendar year in which the
Site License Addendum is submitted to the City is waived; thereafter, the Rent is as described in the
Fee Schedule, as may be amended by the City Council, and shall be $270 per year; unless Section 6.5
applies. Rent shall be due regardless of whether Company has installed the Site Equipment on the
City Pole, provided that the City has approved the Site License Addendum for the City Pole.
6.5. If the FCC Declaratory Ruling (FCC 18-133) (“Declaratory Ruling”) ceases to be
effective (for example it is vacated or invalidated and has not been replaced by the FCC with an
alternative provision setting a specific amount as Rent), the Company shall pay an alternate rent
amount of one thousand five hundred dollars ($1,500.00) per calendar year for each City Pole
covered by a Site License Addendum (“Alternate Rent”). The Alternate Rent shall be due sixty (60)
days after the effective date of the invalidation of the Declaratory Ruling for all City Poles in which
Company has an approved Site License Addendum. Rent shall be paid in full by the Company upon
receipt of an approved Site License Addendum from the City, and not prorated for a partial year.
6.6. Rent is due annually on or before the first of January for the coming year. The Rent
will increase as of January 1st of each successive year by adding an adjustment equal to four percent
(4%) over the Rent paid for the immediately preceding year.
6.7. Company is responsible for and agrees to reimburse the City for electrical service for
its Site Equipment consistent with the electrical cost estimates in the Fee Schedule, unless the City
and Company agree to directly calculate the actual electrical costs for the specific Site Equipment on
a City Pole, in which case the Company shall pay the actual electrical costs to the City.
6.8. Rent and other fees shall be delivered or mailed to the City of Renton, attn: Finance
Dept.: Cashier 1st Floor. All payments must reference the pole location and assigned site
identification number.
6.9. Receipt of any Rent or other fees by the City, with knowledge of any breach of this
Agreement by Company, or of any default on the part of Company in the observance or performance
of any of the conditions or covenants of this Agreement, shall not be deemed a waiver of any
provision of this Agreement nor limit the City’s remedies to address such breach or default.
6.10. If after the end of the Initial Term, Company continues to maintain Site Equipment
on the City Poles without entering into a new license with City, and/or City has not provided written
notice to Company that the Agreement will not be renewed, Company shall become a tenant whose
occupancy may be terminated upon thirty (30) days written notice. Company shall pay Rent during
the hold over period for all Site License Addenda in the amount of One Hundred-Fifty percent
(150%) of the annual Rent (the “Holdover Rate”).
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.8
6.11. If any sums payable to City under this Agreement are not received by the City on or
before the thirtieth (30th) day following its due date, Company agrees to pay simple interest
compounded at the rate of one percent (1%) per month from the due date or the highest rate allowed
by law, whichever is greater, but not to exceed fifteen (15%) in any event for all Site License
Addenda for which payment was not received. in any event for all Site License Addenda for which
payment was not received. Where a check is returned to the City by a bank or other financial
institution with the indication that the check cannot be honored, there shall be a fee assessed to
Company based on the current statutory maximum allowed. City and Company agree that such
charges represent a fair and reasonable estimate of the costs incurred by City by reason of late
payments and uncollectible checks, and the failure by Company to pay any such charges by no later
than thirty (30) days after Company’s receipt of written demand therefore by City shall be a default
under this Agreement. City’s acceptance of less than the full amount of any payment due from
Company shall not be deemed an accord and satisfaction, waiver, or compromise of such payment
unless specifically agreed to in writing by City.
6.12. City hereby agrees to provide to Company certain documentation (the “Rental
Documentation”) evidencing City’s interest in, and right to receive payments under, this Agreement,
including a complete and fully executed Internal Revenue Service Form W-9, or equivalent, for any
party to whom rental payments are to be made pursuant to this Agreement. From time to time during
the Term of this Agreement and within thirty (30) days of a written request from Company, City
agrees to provide updated Rental Documentation in a form reasonably acceptable to Company.
7.Taxes, Assessments & Utilities. In addition to the Rent, Company shall pay annually in
advance to the City the then current, applicable leasehold excise tax, unless the Company is centrally
assessed by the State of Washington and provides documentation, that is acceptable to the City, of its
central assessment. If Company is centrally assessed by the State of Washington and Company
provides satisfactory evidence of its central assessment to City, then for any and all periods that
Company reports the property as operating property, as defined in RCW 84.12.200, Company will
not be required to pay leasehold excise tax to City. Should the City collect from Company and pay
to the Department of Revenue leasehold excise tax which is subsequently determined to be a
duplicate payment or over-payment of tax by Company, Company shall not have any claim against
the City, but shall look directly to the Department of Revenue for reimbursement.
8.Permits.
8.1. Prior to performing any construction, maintenance or repair work on the City Poles,
the Company shall secure all necessary federal (including any FCC requirements), state and local
permits and approvals (collectively referred to hereinafter as “Government Approvals”) at its sole
expense. The City hereby authorizes Company to make any and all applications and/or submissions
necessary to obtain all Government Approvals from all applicable governmental and/or regulatory
entities required for construction, maintenance, or operation of the Site Equipment on the City Poles.
Notwithstanding the above, the City has certain obligations and procedures as a municipality,
including but not limited to permitting procedures, zoning requirements and Council approval
requirements, and nothing in this Agreement shall be interpreted or applied to deprive the City of the
exercise of its administrative or quasi-judicial discretion in any Governmental Approval process, or
prevent it from otherwise adhering to its procedures or exercising its obligations under the RMC.
8.2. Company must obtain Governmental Approvals for each Site License Addendum
prior to the commencement of any build-out of the Site Equipment. Company shall complete
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.9
installation of its Site Equipment and commence operations within one (1) year after receipt of
Government Approvals, which one year period may be extended by mutual written agreement as
provided herein and must be extended if the delay in obtaining the permit is due to circumstances
beyond Company’s reasonable control. No Site Equipment shall be permitted on the City Poles prior
to the granting of such Governmental Approvals. Failure of Company to complete installation,
commence operation of the applicable Site Equipment, or apply for Governmental Approvals, as
provided above, shall allow the City to terminate the affected Site License Addendum upon thirty
(30) days’ written notice to Company; provided, however, if after receiving such notice of
termination Company responds with a definite period of time for completion and meets that time
period, any such notice of termination will be null and void. . Company may request, in writing, an
extension of the timelines listed in this Section 8.2 for up to an additional three (3) months, provided
it has received Government Approvals and commenced installation, which extension shall not be
unreasonably withheld, conditioned, or delayed.
9.Non-Interference with City Poles.
9.1. The City shall not be responsible for interference with the Company's Site Equipment
caused by the electronics equipment of the City or any senior lessee or licensee on the City Poles. If
such interference occurs and cannot be remedied within thirty (30) days after notice, then the
Company may cancel the Site License Addendum pursuant to Section 29.2.1, without penalty.
9.2. Company has an obligation to cooperate with other users of the City Poles to remedy
interference. Further, Company may not cause harmful interference (as defined in 47 C.F.R. Section
90.7, 47 C.F.R. Section 101.3, and the radio frequency regulations for any other equipment or
technology which is present at the subject City Pole) with the equipment of the City or of senior
lessees or licensees. City usage may include operation of wireless transceivers attached to City
Poles. Within seventy-two (72) hours after notice, Company shall remedy interference caused by
Company's Site Equipment. Failure of Company to remedy such interference shall be cause for the
City to either disconnect power to the Site Equipment on the specific City Pole or terminate the Site
License Addendum consistent with Section 28.1.
9.3. Outside of the historic and/or primary use, which includes but is not limited to traffic
control infrastructure, emergency management, street lighting, and decorative features such as
planters and banners, including future planned primary use of the City Poles, the City shall not use,
nor shall the City permit its tenants, employees, or agents to use any portion of the City Poles that are
subject of a Site License Addendum in any way which materially interferes with the operations of
Company authorized by this Agreement. Such new interference shall be terminated within a seventy-
two (72) hours upon written notice to the City. Notwithstanding the foregoing, nothing in this
Section shall be construed to imply that Company is seeking or entitled to an exclusive license with
the City which will interfere with the historic, and/or primary use, including future primary use of the
City Poles by the City.
9.4. The City agrees that it will require any other subsequent occupants outside of the
historical uses of the City Poles, which historical uses shall include emergency management, to
provide to Company and the City the same assurances against interference, and any subsequent
occupants outside the historical uses of the City Poles shall have the same obligation to eliminate any
harmful or unreasonable interference with the operations of Company caused by the subsequent
occupants. To the extent any Company Site Equipment interferes or disturbs equipment owned by
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.10
any third party, Company shall notify such third party directly and shall make good faith efforts to
resolve the matter with such third party prior to involving the City.
10.Radio Frequency Interference Study.
10.1. Company must comply with all laws, including all laws relating to the allowable
presence of or human exposure to Radiofrequency Radiation (“RFs”) or Electromagnetic Fields
(“EMFs”) on or off the City Poles, including all applicable FCC standards, whether such RF or EMF
presence or exposure results from the Site Equipment alone or from the cumulative effect of the Site
Equipment added to all other sources on or near the City Poles. Company shall, at its own cost and
expense, perform an RF emissions test following installation to validate that the Site Equipment,
once installed, complies with the FCC standards.
10.2. Company shall not affix or mount any antennas, devices, equipment or related
material, in any manner or in any location which would cause degradation in the operation or use of
communications systems at the City Poles which serve the City or other users. This would include
but not be limited to adversely impacting the received or transmitted signal strength or patterns of
any systems at the site serving the needs of the City. If at any time the operation of Company’s Site
Equipment interferes with the reception or transmission of public safety, utility or traffic
signalization communications, Company shall immediately cease operation of the site or the specific
portion of the Site Equipment causing the interference until such time as the interference is corrected.
11.City Poles Access & Security.
Company shall comply with the following:
11.1. The right granted to Company is a non-exclusive right to access the City Poles for
maintenance, operation and/or repair of the Site Equipment. Company is required to pull all
applicable permits for maintenance, operation and/or repair. If proposed maintenance, operation
and/or repair substantially alters the site equipment then a revised Site License Addendum shall be
required. For the purpose of this section a substantial alteration shall include items such as: a change
to concealment elements, power consumption, and/or the electrical service. If a revised Site License
Addendum is required, then company shall pay applicable fees per section 6.3.
11.2. Company shall be permitted access to the Site Equipment without being required to
give notice in the event of an emergency, provided that the Company shall submit to the City, no
later than forty-eight (48) hours after the emergency, or if such 48-hour period falls on a Saturday or
Sunday, the following business day, a written report describing the emergency and the reason(s) why
immediate access to the City Poles was required. In the event of (i) a public emergency, such as, but
not limited to, road failure, evacuation, natural disasters, hazardous substance spills, fatal or serious
injury accidents, and/or (ii) during City use at the City Poles, Company's access may, at the
reasonable discretion of the City, be temporarily limited or restricted; provided, that any temporary
limitation or restriction in Company's access shall be restored as soon as the circumstances shall
allow, as determined by the City, in its sole discretion.
11.3. Company shall designate a Site Equipment Manager or a Local Government Affairs
Designee, and a secondary contact person to serve as the primary point of contact for the City with
regard to Site Equipment located on City Poles. The contact information for such contacts is attached
hereto as Exhibit G. Company may designate a new Site Equipment Manager or Local Government
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.11
Affairs Designee by providing notice to the City pursuant to Section 34.6. Company shall
communicate and provide notice to the City staff designated on Exhibit G for all maintenance and
access requirements.
11.4. Company shall meet with the City, and other telecommunications operators if
necessary, upon request, to schedule and coordinate construction and maintenance of the City Poles,
Site Equipment and use of the right-of-way.
11.5. Outside the City’s regular business hours, Company shall be required to contact the
on-call staff detailed on Exhibit G to make arrangements for City staff to provide access. Company
shall be responsible for any reasonable costs incurred for the on-call time to respond to the after-
hours access. Payment is due thirty (30) days after receipt of invoice.
12.Hazardous Materials.
Company shall not cause or permit any Hazardous Materials to be brought upon, stored, used,
released or disposed of on the City Poles or in the surrounding vicinity which would cause the City
Poles or the surrounding vicinity to be in violation of any applicable laws or which would require
remediation or correction to the City Poles or surrounding vicinity. “Hazardous Materials” means
any dangerous, toxic or harmful substance, material or waste that is or becomes regulated by any
local government authority, the State of Washington, or the United States Government due to its
potential harm to the health, safety or welfare of humans or the environment. Company shall be
responsible for all spills or other releases of any Hazardous Materials that may occur on the City
Poles or surrounding vicinity arising out of Company’s activities or caused by the Company, its
employees, contractors, subcontractors, or invitees. At Company’s sole cost, Company shall
promptly conduct any investigation and remediation as required by any applicable laws.
13.Pole Replacement.
13.1. Company shall utilize the City’s standard Small Cell pole design per the City of
Renton Standard Details. In the event that the Small Cell pole design is not completed by the
Effective Date of this Agreement, Company shall provide a template pole design attached as Exhibit
B for approval by the City. Notwithstanding the foregoing, the parties acknowledge and agree that,
upon the City’s subsequent approval of additional pole designs, Company shall be allowed to use
such additional City-approved designs and shall not be limited to using only the design shown in
Exhibit B.
13.2. Company shall bear all costs for all Make-Ready work, including installing Site
Equipment, replacing or retrofitting existing City Poles, and running all electrical and
telecommunications wiring and conduit to the City Pole. Such costs shall include, but are not limited
to, costs for dismantling, removal and disposal of the existing City Poles and appurtenances in
compliance with the RMC, removal and replacement of foundation, replacement streetlight,
placement and/or replacement of junction boxes to non-skid boxes, placement of additional conduit,
and geotechnical analysis (as appropriate for soil and foundation stability, etc.), applicable restoration
of the right-of-way, replacement of hardscape, vegetation or other existing urban design features
impacted by the work. Any such replacement shall be subject to prior approval by the City and
approved as part of the Site License Addendum. If Company or a third party, acting on Company's
behalf would have to rearrange or adjust any of its facilities in order to accommodate the Site
Equipment, Company shall be responsible, at Company's sole expense, to coordinate such activity
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MLA – City of Renton – ExteNet Systems, Inc.12
and to pay any such third party for any related expenses. If Company is requested by a third party
not acting on behalf of the City, in comparable circumstances, to relocate or adjust any Site
Equipment to accommodate that third party's facilities, provided that any such accommodation does
not modify or compromise Company’s use of its Site Equipment or City Poles, subject to City's
written approval of such relocation, Company shall reasonably cooperate with such request at such
third party’s sole cost and expense.
13.3. The parties acknowledge that some of the Make-Ready Work pertaining to preparing
underground infrastructure may be City Pole and surrounding vicinity dependent. The parties agree
to work in good faith and cooperatively to evaluate solutions to enable the Make-Ready Work in a
cost-effective manner. Upon identification of an alternative method for the performance of the
Make-Ready Work and request by the Company, the City will give full consideration to such
alternative methods for Make-Ready Work. This provision in no way requires the City to pay for
any of the Make-Ready Work, or alter its regulations or standards to accommodate such solution.
13.4. The approval of the Site License Addendum is conditioned on the completion of all
Make-Ready Work needed to establish full compliance with the latest edition of the National Electric
Safety Code, and with City's regulatory rules and the Public Works Engineering & Construction
Standards, and any applicable ADA requirements.
13.5. Upon inspection and acceptance by the City, the Company agrees to assign
ownership of any replacement pole (together with the foundation and related access conduits,
handholds, etc.) to the City, and prepare any ancillary documentation or agreement. City may require
Company to deliver written evidence (reasonably acceptable to the City) of the deed of dedication of
the replacement pole (together with the foundation and related access conduits, handholds, etc.),
along with the assignment of any warranties applicable to the replacement pole, including, without
limitation, manufacturer's, installation, and other service provider warranties.
13.6. Where City approves the installation of a replacement pole, the pre-existing pole and
foundation must be removed, to the extent required by the City, by Company within ten (10) business
days after the installation of the replacement pole and restored to a condition equal to or better than
existed prior to such removal.
13.7. A prototype for a City Pole with Site Equipment, other than those poles in the City
Standard details, may be required to be constructed at a site designated by the City for the City’s
review and approval prior to installation of a Small Cell on a City Pole, in order to establish the
design and technical feasibility of the Company’s Site Equipment, such technical feasibility shall
include, but is not limited to, testing for interference with traffic control devices, electrical
equipment, lighting, and wireless transceivers.
13.8. Any replacement pole must include a method by which the City may install a City-
standard pole on the replacement pole foundation, in order to ensure that the City can continue to
provide street lighting if such replacement pole were ever removed. This can be achieved by either
following the same bolt pattern as the existing City Poles, by providing adapter plates to the City, or
through another mutually agreeable method, in order to ensure that the City may install a standard
Renton street light pole on the same foundation in case of knock-down, abandonment, or other reason
in which the pole needs to be replaced.
14.Maintenance/Stewardship.
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14.1. Company shall, at its own expense and at all times, keep the Site Equipment in good
order, repair and condition and keep and use the City Poles in accordance with all laws. Company
shall permit or cause no waste, damage or injury to the City Poles. Company is responsible for any
damage caused to City Poles by Company and shall repair all damage within ten (10) days or a
timeline as reasonably approved and coordinated with the City. City acknowledges and agrees that
Company shall not be responsible for ongoing maintenance of lighting on any City Poles.
14.2. City shall have no obligation to the Company to maintain or safeguard the City Poles,
except that City shall not intentionally permit access to the Site Equipment to any third party without
the prior approval of Company, except as otherwise provided herein or in an emergency situation.
15.Repairs by City; Increased Maintenance Costs; Emergency Situations.
15.1. City reserves the right to make alterations, repairs, maintenance, additions, removals,
improvements, and all other similar work to all or any part of the City Poles for any purpose. City
shall make a good faith effort to give Company twenty-four (24) hours prior notice of any City work
if such work will impair the operation of the Site Equipment. Such notice shall be given to the
Company’s Site Equipment Manager. Further, City shall allow a representative of Company to
observe the work and City shall take reasonable steps not to disturb Company’s normal use of the
Site Equipment. Company’s use of the City Poles may not impede or delay City’s authority and
ability to make any changes to the City Poles.
15.2. Pursuant to the design requirements agreed to between the City and Company,
Company shall install a power disconnect mechanism to enable the City to temporarily disconnect
Company’s Site Equipment in order to safely work on the City Poles or in case of an emergency.
The City at its sole discretion may disconnect the Site Equipment for routine maintenance and repair,
or if there is an immediate danger to public safety. If the disconnect mechanism is utilized by the
City, the City must turn the Site Equipment back on or otherwise reconnect the Site Equipment when
the work is complete.
15.3. City shall have no duty to Company to make any repairs or improvements to the City
Poles.
15.4. City is not responsible for any third-party damage to Site Equipment or the City Pole.
15.5. In the event that the presence of Company’s Site Equipment on the City Poles results
in increased maintenance or repair costs to the City, Company shall, within thirty (30) days of receipt
of written notification by the City, which shall include documentation evidencing the immediately
preceding five (5) years of the City’s historical maintenance cost on such City Poles, and the details
of the City’s increased maintenance work and actual increase in the City’s maintenance costs on such
City Poles from the direct and sole result of Company’s use, pay City for the incremental
maintenance or repair costs incurred by the City.
15.6. In the event of any emergency in which any of Company’s Site Equipment endangers
the property, life, health, or safety of any person, entity or the City Poles, or if Company’s
construction area is otherwise in such a condition as to immediately endanger the property, life,
health, or safety of any person, entity or the City, Company shall immediately take the proper
emergency measures to repair its Site Equipment and to cure or eliminate the dangerous conditions
for the protection of property, life, health, or safety of any person, entity or the City. Company shall
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MLA – City of Renton – ExteNet Systems, Inc.14
notify the City, orally and in writing to the City Contact identified in Exhibit G, as soon as
practicable following the onset of the emergency. The City retains the right and privilege to take
proper emergency measures, as the City may determine to be necessary, appropriate, or useful in
response to any public health or safety emergency. If the City becomes aware of an emergency
before the Company, then the City shall notify Company by telephone and in writing to the City
Contact identified in Exhibit G promptly upon learning of the emergency and shall exercise
reasonable efforts to avoid an interruption of Company’s operations.
15.7. The City will not be liable in any manner, and Company hereby waives any claims,
for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of the
City's access to the Site Equipment, including the removal of Company's Site Equipment from a City
Pole in an emergency.
15.8. City shall not be liable for any damages to any person or property, nor shall Company
be relieved from any of its obligations under this Agreement, as a direct or indirect result of
temporary interruption in the electrical power provided to the City Poles. Under no circumstance
shall City be liable for indirect, special, incidental, or consequential damages resulting from such an
interruption.
16.Sub-license & Assignment by Company.
16.1. Company may not sublicense or co-locate any other broadcast equipment on the City
Poles, without express written consent by City, which consent may be denied by the City for any
lawful reason.
16.2. Neither this Agreement, nor any rights created by it, may be assigned, or transferred
without the express written permission from the City. Any such assignment shall be in writing on a
form approved by the City and shall include an assumption of this Agreement and Company’s
obligations hereunder by the assignee.
16.3. In the case of transfer or assignment as security by mortgage or other security
instrument in whole or in part to secure indebtedness, such consent shall not be required unless and
until the secured party elects to realize upon the collateral. Further, no assignment or transfer of this
Agreement shall be deemed to occur based on the public trading of Company’s stock; provided,
however, any tender offer, merger, or similar transaction resulting in a change of control shall be
subject to the provisions of this Agreement.
16.4. Notwithstanding the foregoing, Company may assign its interest in this Agreement,
without the City’s consent, to any entity which controls, is controlled by, or is under common control
with Company, or to any entity resulting from any merger or consolidation with Company, or to any
partner or member of Company, or to any partnership in which Company is a general partner, or to
any person or entity which acquires fifty-one percent (51%) or more the ownership of Company or
fifty-one percent (51%) or more of the assets of Company, or to any entity which obtains a security
interest in a substantial portion of Company’s assets. Further, Company may assign this Agreement
and/or any Site License Addendum to any entity which acquires all or substantially all of Company’s
assets within the State of Washington by reason of a merger, acquisition or other business
reorganization without approval or consent of City. Any assignment as provided in this Section 16.4
shall be conditioned upon an assumption of all obligations of Company under this Agreement by the
assignee; and provided further, that Company shall provide the City with a copy of said written
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MLA – City of Renton – ExteNet Systems, Inc.15
assignment, acceptable to the City, and a copy of the additional insured endorsement and Certificate
of Insurance in a and any applicable bonds, all on forms acceptable to the City, prior to the effective
date of the assignment.
16.5. The City’s consent to one assignment shall not waive the requirement of obtaining
the City’s consent to any subsequent assignment.
16.6. Except for a permitted assignment as provided in Sections 16.3 and 16.4, Company
shall reimburse the City on demand for any reasonable costs that the City incurs in connection with
any proposed assignment, including the costs of investigating the acceptability of the proposed
assignee and legal costs incurred in connection with considering any requested consent.
16.7. The Parties acknowledge that Small Cells deployed by Company on a City Pole
pursuant to this Agreement may be owned and/or remotely operated by a third-party wireless carrier
customer (“Carriers”) and installed and maintained by Company pursuant to existing agreements
between Company and a Carrier. The Site Equipment shall be treated as Company’s Site Equipment
for all purposes under this Agreement and any applicable Site License Addendum. Company shall
remain solely responsible and liable for the performance of all obligations under this Agreement and
applicable Site License Addenda with respect to any Site Equipment owned and/or remotely operated
by a Carrier. Company shall identify on the Site License Addenda the identity of the Carrier on
whose behalf it is operating the Site Equipment on each City Pole. Company is not required to
submit its contract with such Carrier.
17.Sub-license & Assignment by City.
17.1. Should the City sell, lease, license, transfer, or otherwise convey all or any part of the
City Poles that are the subject of this Agreement to any transferee other than Company, such transfer
shall be subject to this Agreement.
17.2. The City retains the right to sublicense or enter into any type of agreement for any
portion of the City Poles for any reason, including but not limited to, co-locating wireless facilities, if
it will not harmfully or unreasonably interfere with the Company’s use of the City Poles.
17.3. The City may transfer and assign its rights and obligations hereunder, and no further
liability or obligation shall thereafter accrue against the City hereunder, provided that the assignee or
transferee assumes, in writing, all of the City’s obligations under this Agreement, which shall remain
in full force and effect.
18.Improvements, Fixtures and Personal Property; Inspection by City.
18.1. The City agrees that, notwithstanding any provision of statutory or common law, the
Site Equipment and any other Company improvements to the City Poles, including but not limited to
personal property, shall remain the exclusive property of the Company.
18.2. Any work performed on the Site Equipment listed on a Site License Addendum after
initial installation shall require an amendment to the Site License Addendum and the submission of
the Administrative Fee consistent with Section 6.3; provided, however, such amendment and
additional approval from the City will not be required for routine maintenance and repair of the Site
Equipment, or the replacement of an antenna or equipment of similar size, weight and height,
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.16
provided that such replacement adheres to the requirements of the RMC, does not defeat the
concealment elements used in the original deployment of the Site Equipment and does not impact the
structural integrity of the pole, or a change to power consumption, or a change to the electrical
service for the Site Equipment.
18.3. The approved designs of the Site Equipment on a City Pole pursuant to a Site
License Addendum are concealment elements intended to maintain the look of a light pole.
Accordingly, except with respect to a Minor Modification, any material revision to the Site
Equipment listed on a Site Lease Addendum after initial installation shall require the City’s prior
written approval. Such City approval shall be memorialized in an amendment to the Site Lease
Addendum for which Company shall submit an Administrative Fee consistent with Section 6.3. As
used in this Section 18.2, “Minor Modification” shall mean routine maintenance and repair of the
Site Equipment, or the replacement of an antenna or equipment of similar size, weight and height,
provided that such replacement adheres to the requirements of the FWRC and Exhibit B, and does
not impact the structural integrity of the pole. Notwithstanding the foregoing, the City and Company
acknowledge and agree that the City may, in its discretion, deny any proposed modification to the
Site Equipment that undermines or otherwise defeats the concealment elements of a City Pole, as
described or depicted in the FWRC or Exhibit B.
18.4. The City may, from time-to-time, access the City Poles to inspect any work done by
Company to ensure compliance with the approved plans and specifications, to require reasonable
revisions to ensure that the respective uses of the City Poles are compatible, or otherwise. This right
to inspect shall not impose any obligation upon the City to make inspections to ascertain the safety of
Company’s improvements or the condition of the City Poles.
19.Destruction of or Damage to the City Poles or any Site Structures.
19.1. If a City Pole or any structure on a City Pole is destroyed or damaged by collision,
fire or casualty so as to render the City Poles and/or Site Equipment unfit for use by the City or
Company, then the City, at is sole discretion, may replace such destroyed or damage pole with
another pole or a standard City Pole, even if such replacement pole is not capable of maintaining the
Site Equipment. The Company may request to reinstall the Site Equipment or to replace the pole
itself consistent with the applicable Site License Addendum or may terminate or amend the Site
License Addendum without penalty.
19.2. If the Company chooses to reinstall the Site Equipment or a replacement pole and
such replacement pole or Site Equipment differs from the approved Site License Addendum, then
Company shall submit a new Site License Addendum in accordance with section 18.2.
19.3. City shall not be liable to Company for any direct or indirect or consequential
damages including but not limited to inconvenience, annoyance, or loss of profits, nor for any
expenses, or any other damage resulting from the collision, fire or casualty, nor from the repair of
such damage.
20.Condemnation.
If all or any portion of the City Poles is needed, taken, or condemned for any public purpose such
that Company cannot use its Site Equipment on the City Poles, either party may terminate this
Agreement or the applicable Site License Addendum without penalty. All proceeds from any taking
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.17
or condemnation of the Site or City Poles shall belong and be paid to the City. Company shall have
all rights to its Site Equipment and personal property if such equipment or personal property are
included in any taking or condemnation.
21.Insurance.
21.1. At Company’s sole cost and expense, Company shall maintain throughout the term of
this Agreement insurance as set forth in Exhibit E, attached hereto and incorporated herein.
21.2. Company’s maintenance of insurance as required by this Section 21 shall not be
construed to limit the liability of Company to the coverage provided by such insurance, or otherwise
limit the City’s recourse to any remedy available at law or equity. Further, Company’s maintenance
of insurance policies required by this Agreement shall not be construed to excuse unfaithful
performance by Company.
22.Hold Harmless.
22.1. The City and its elected and appointed officials, officers, employees, contractors,
agents and representatives shall not be liable for injury or damage to any persons or property,
including City Poles, resulting from the installation (including without limitation Company’s
replacement of City Poles), operation or maintenance of the Site Equipment on the City Poles.
22.2. Company releases, covenants not to bring suit, and agrees to indemnify, defend, and
hold harmless the City, its elected and appointed officers, employees, agents, contractors and
representatives from any and all claims, costs, judgments, awards, or liability to any person, for
injury or death of any person, or damage to property caused by or arising out of any acts or omissions
of Company, its agents, servants, officers, employees and contractors in the performance of this
Agreement and any rights granted within this Agreement..
22.3. Inspection or acceptance by the City of any work performed by Company at the time
of completion of construction shall not be grounds for avoidance by Company of any of its
obligations under this Section 22. These indemnification obligations shall extend to claims that are
not reduced to a suit and any claims that may be compromised.
22.4. The City shall promptly notify Company of any claim or suit and request in writing
that Company indemnify the City. City’s failure to so notify and request indemnification shall not
relieve Company of any liability that Company might have, except to the extent that such failure
prejudices Company’s ability to defend such claim or suit.
22.5. Company shall indemnify, defend and hold harmless the City from any and all
claims, judgments, damages, penalties, fines, costs, liabilities or losses, including without limitation,
diminution in the value of the City Poles, damages for loss or restriction of use of the City Poles, and
sums paid in settlement of claims, attorneys’ fees, consultant and expert fees, investigation, clean-up,
remediation or other costs incurred or suffered by the City, arising out of any use, storage, release or
disposal of Hazardous Materials by Company, its employees, contractors, subcontractors, or invitees.
This indemnification shall survive the termination or expiration of this Agreement.
22.6. Company may choose counsel to defend the City subject to this Section 22.6. In the
event that Company refuses the tender of defense in any suit or any claim, as required pursuant to the
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MLA – City of Renton – ExteNet Systems, Inc.18
indemnification provisions within this Agreement, and said refusal is subsequently determined by a
court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter), to
have been a wrongful refusal on the part of Company, Company shall pay all of the City’s reasonable
costs for defense of the action, including all expert witness fees, costs, and attorney’s fees, and
including costs and fees incurred in recovering under this indemnification provision. If separate
representation to fully protect the interests of both parties is necessary, such as a conflict of interest
between the City and the counsel selected by Company to represent the City, then upon the prior
written approval and consent of Company, which shall not be unreasonably withheld, the City shall
have the right to employ separate counsel in any action or proceeding and to participate in the
investigation and defense thereof, and Company shall pay the reasonable fees and expenses of such
separate counsel, except that Company shall not be required to pay the fees and expenses of separate
counsel on behalf of the City for the City to bring or pursue any counterclaims or interpleader action,
equitable relief, restraining order or injunction. The City’s fees and expenses shall include all out-of-
pocket expenses, such as consultants and expert witness fees, and shall also include the reasonable
value of any services rendered by the counsel retained by the City (including the use of in-house
counsel) but shall not include outside attorneys’ fees for services that are unnecessarily duplicative of
services provided the City by Company. Each party agrees to cooperate and to cause its employees
and agents to cooperate with the other party in the defense of any such claim and the relevant records
of each party shall be available to the other party with respect to any such defense.
22.7. Except to the extent that damage or injury arises from the sole negligence or willful
misconduct, of the City, its employees or contractors, the obligations of Company under the
indemnification provisions of this Section 22.6 shall apply regardless of whether liability for
damages arising out of bodily injury to persons or damages to property were caused or contributed to
by the concurrent negligence of the City, its elected and appointed officials, officers, agents,
employees or contractors. Notwithstanding the proceeding sentence, to the extent the provisions of
RCW 4.24.115 are applicable, the parties agree that the indemnity provisions hereunder shall be
deemed amended to conform to said statute and liability shall be allocated as provided therein. It is
further specifically and expressly understood that the indemnification provided constitutes
Company’s waiver of immunity under Title 51 RCW, solely for the purposes of this indemnification,
relating solely to indemnity claims made by the City directly against the Company for claims made
against the City by Company’s employees. This waiver has been mutually negotiated by the parties
22.8. Company acknowledges and agrees that Company, bears all risks of loss or damage
or relocation or replacement of its Site Equipment and materials installed on City Poles pursuant to
this Agreement from any cause, and the City shall not be liable for any cost of replacement or repair
to damaged Site Equipment, including, without limitation, damage caused by the City’s removal of
the Site Equipment, loss of line of sight path, activities conducted by the City, its officers, agents,
employees, volunteers, elected and appointed officials, or contractors, except to the extent any such
damage or destruction is caused by or arises from the sole negligence, willful misconduct, or
criminal actions on the part of the City, its officers, agents, employees, volunteers, or elected or
appointed officials, or contractors. Company releases and waives any and all such claims against the
City, its officers, agents, employees, volunteers, elected or appointed officials, or contractors.
22.9. In no event shall the City be liable for any indirect, incidental, special, consequential,
exemplary, or punitive damages, including by way of example and not limitation lost profits, lost
revenue, loss of goodwill, or loss of business opportunity in connection with its performance or
failure to perform under this Agreement. The Company releases and waives any and all such claims
against the City, its officers, agents, employees, volunteers, or elected or appointed officials, or
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MLA – City of Renton – ExteNet Systems, Inc.19
contractors. Company further agrees to indemnify, hold harmless and defend the City against any
claims for damages, including, but not limited to, business interruption damages, lost profits and
consequential damages, brought by or under users of Company’s Site Equipment or networks as the
result of any interruption of service due to damage or destruction of Company’s Site Equipment
caused by or arising out of activities conducted by the City, its officers, agents, employees,
contractors, or elected or appointed officials.
22.10. The provisions of this Section 22 shall survive the expiration, revocation, or
termination of this Agreement.
23.Performance Bond.
23.1. Company shall furnish a surety bond or bonds, a copy of which is attached in
substantially the same form to this Agreement as Exhibit F, covering faithful performance of this
Agreement and payment of all obligations arising thereunder, including but not limited to proper
construction, long-term facility maintenance, rent, timely removal of equipment and restoration. The
bond shall be in-force during the entire term or subsequent extensions. The bond shall be in a form
acceptable to the City. The performance bond for this Agreement shall not only indemnify City for
the usual performance provisions of this Agreement, but in addition shall be a bond to guarantee
payment of any and all tax liability of any type, kind, nature or description due as a result of this
Agreement. Said performance bond shall be issued to City prior to the issuance of any approvals for
the construction of its facilities on the City Poles. If City so uses or applies any portion of the
performance bond, Company shall upon notice, restore the performance bond to the full amount
specified, and Company’s failure to do so shall constitute a material breach of this Agreement. This
performance bond shall be in addition to any construction or maintenance bonds imposed by the City
as part of its permitting process. This performance bond shall remain in place until all of Company’s
Site Equipment has been removed by Company unless otherwise permitted to remain by City. The
amount of the bond shall be dependent on the number of City Poles used by the Company as follows:
a. $100,000 bond for usage of 1-10 City Poles;
b. $250,000 bond for usage of 11-50 City Poles; and
c. $500,000 bond for usage of 50 or more City Poles.
24.Nondiscrimination.
Company, for itself, its successors, and assigns as a part of the consideration hereof, does hereby
covenant and agree to comply with all civil rights and anti-discrimination requirements of federal,
state or local laws applicable to the City Poles, including, without limitation, Chapter 49.60 RCW
and Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of
the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the U.S. Department of
Transportation ---Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations
may be amended. In the event of breach of any of the above nondiscrimination covenants, the City
shall have the right to terminate the Agreement without penalty and to re-enter and repossess the City
Poles, consistent with Section 29.1.
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MLA – City of Renton – ExteNet Systems, Inc.20
25.Stop Work.
If Company defaults in the performance or observation of any covenant or agreement contained in
this Agreement, the City, without notice if deemed by the City that an emergency exists, or if no
emergency, with thirty (30) days’ written notice, may direct Company to stop work and may itself
perform or cause to be performed such covenant or agreement and may enter upon the City Poles for
such purpose. Such an emergency shall include, but not be limited to, endangerment of life,
endangerment of the City Poles or rights of way, or failure of Company to obtain in a timely manner
any insurance. Company shall reimburse the City the entire cost and expense of such performance
within thirty (30) days of the date of the receipt of the City’s invoice. Any act or thing done by the
City under the provisions of this Section 25 shall not be construed as a waiver of any agreement or
condition herein contained or the performance thereof.
26.Prerequisites for Approval. Company acknowledges the following:
26.1. The execution of this Agreement by the City shall in no way constitute review and/or
approval by other applicable jurisdictions and permitting authorities, including other City
Departments.
26.2. The City requires the Company to obtain a telecommunications franchise from the
City, and such franchise must be obtained from the City prior to or upon the same date as the
execution of this Agreement by the City.
27.Review of Plans.
27.1. Prior to installation of any Site Equipment, the Company shall submit the following
documents to the City for review, approval or denial: (i) completed Site License Addendum, (ii) a
copy of the nonionizing electromagnetic radiation (“NIER”) Report, and (iii) the Administrative Fee.
27.1.1. All Site License Addenda requesting access to a City Pole must include a load
bearing study to determine whether the attachment of Site Equipment may proceed without City Pole
modification or whether the installation will require City Pole re-enforcement or replacement.
Company shall provide engineering design and specification drawings demonstrating the proposed
alteration to the City Pole. All engineering drawings submitted must be completed and stamped by a
registered engineer licensed in Washington State. For each Site License Addendum, the City shall:
a. Verify that the Site License Addendum is complete, and the Administrative
Fee has been submitted.
b. Review engineering design documents to validate: 1) compliance with
contractual requirements under this Agreement; 2) the applicant's evaluation of
existing public safety radio systems, traffic signal or street light systems, automatic
meter readers, utility communication devices or other communications components
that would be effected by the Site Equipment and determined that there is no
interference; 3) inclusion of appropriate design of stealth and camouflage components
necessary to comply with City Pole design requirements; and 4) compliance with
City regulations.
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MLA – City of Renton – ExteNet Systems, Inc.21
c. Determine if the City Pole is available and if the license of such City Pole is
consistent with City’s municipal obligations and proprietary interests consistent with
Section 2.3.
d. Determine compliance with any other applicable requirements.
27.1.2. As appropriate, City may require Company to make design modifications in
order to comply with applicable contractual, regulatory, or legal requirements or may ask additional
questions as necessary to determine feasibility of use of the City Poles. Failure to make the
requested design modifications or to answer feasibility questions in a manner acceptable to the City
shall result in an incomplete Site License Addendum which may not be processed under this
Agreement.
27.1.3. Installation of the Site Equipment must be completed in accordance with all
Government Approvals, including without limitation, obtaining a permit pursuant to RMC 4-9-210
unless waived in writing by the City, and obtaining all final inspections required by any permits
issued by the City.
27.1.4. Any Site Equipment that has not been approved by City or has not received
all required Governmental Approvals shall not be installed or if already installed shall be removed
immediately by Company at Company’s sole cost and expense.
27.2. Company expressly acknowledges and agrees that the City’s rights under this
Agreement to review, comment on, disapprove and/or accept designs, plans specifications, work
plans, construction, equipment, and/or installation, (i) exist for the benefit and protection of the City
and its employees and agents, (ii) do not create or impose upon the City, and its officials and
employees any standard or duty of care toward Company, all of which are hereby disclaimed, (iii)
may not be relied upon by Company in determining whether Company has satisfied any and all
applicable Governmental Approval standards and requirements, and (iv) may not be asserted, nor
may the exercise or failure to exercise any such rights by the City and its employees and agents be
asserted against the City and its employees and agents by Company as a defense, legal or equitable,
to Company’s obligation to fulfill such Governmental Approval standards and requirements,
notwithstanding any acceptance of work by the City and its employees and agents.
28.Default; Remedies.
28.1. Default by Company.
The following occurrences shall each be deemed an “Event of Default” by Company and
may be subject to stop work order per Section 25, subject to the cure period set forth in Section 30:
28.1.1.Failure to Pay. Company fails to pay any sum, including Rent or taxes, due
under this Agreement.
28.1.2.Abandonment. Company’s failure to remove Site Equipment as further
described in Section 32.2.
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28.1.3.Insolvency. Immediately, upon written notice, if a receiver is appointed to
take possession of Company’s assets, Company makes a general assignment for the benefit of
creditors, or Company becomes insolvent or takes or suffers action under the Bankruptcy Act.
28.1.4.Lapsed Governmental Approvals. Company fails to obtain or maintain any
Governmental Approvals required to install and operate Site Equipment.
28.1.5.Failure to Maintain Insurance. Company fails to maintain appropriate
insurance as required pursuant to Exhibit E.
28.1.6.Prohibited Assignment. Company assigns this Agreement in violation of
Section 16.
28.1.7.Interference. Company operates or maintains its Site Equipment in a
manner that either harmfully or physically interferes as defined in 47 C.F.R. Section 90.7, 47 C.F.R.
Section 101.3, and the radio frequency regulations for any other equipment or technology which is
present at the subject City Poles) with or impairs other communication or computer equipment used
by the City, the emergency network (or is successor entity), or other entity given prior rights to use
the City Poles.
28.1.8.Improper Construction. Company constructs Site Equipment on City Poles
without approval of a Site License Addendum.
28.1.9.Other Defaults. Company violates any term or covenant of this Agreement.
28.2.No Waiver. Waiver or acceptance by the City of any default of the terms of this
Agreement by Company shall not operate as a release of Company’s responsibility for any prior or
subsequent default.
28.3.City Remedies. Subject to the cure period described in Section 30 below, the City
shall have the following remedies upon an Event of Default. The City’s rights and remedies under
this Agreement shall be cumulative, and none shall exclude any other right or remedy allowed by
law.
28.3.1.Continuation of Agreement. Without prejudice to its right to other remedies,
the City may continue this Agreement and applicable Site License Addenda in effect, with the right
to enforce all of its rights and remedies, including the right to payment of Rent and other charges as
they become due.
28.3.2.Termination of Agreement. If Company's default is of such a serious nature
in the City's reasonable judgment that the default materially affects the purposes of this Agreement,
the City may terminate this Agreement. Termination of this Agreement will affect the termination of
all Site License Addenda issued under it automatically and without the need for any further action by
the City. The City will provide thirty (30) days written notice of termination and shall specify the
reasons for such termination. The City will specify the amount of time Company will have to
remove its Site Equipment from any affected City Poles, which will be at least thirty (30) days after
the date of the City's notice. The City will have the right to make any terminated portion of the City
Poles available for use to other parties as of the effective date of the termination, even if Company's
Site Equipment is still on the City Poles. Upon such termination of this Agreement, Company will
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remain liable to City for damages in an amount equal to the Rent and other sums that would have
been owed by Company under this Agreement for the balance of the Initial Term. Further, Company
will remain liable for Rent as long as the Site Equipment remains on City Poles unless the City has
authorized abandonment of such Site Equipment.
28.3.3.Termination of Site License Addenda. If an Event of Default specific to
one or more Site License Addenda is not cured by Company within the applicable cure period, City
may terminate such specific Site License Addendum(s).
28.3.4.Default Fees. Without limiting City’s rights and remedies under this
Agreement, the City may require Company to pay the following default fees (“Default Fees”) in the
amount of $100 per day per pole that is subject to the default, upon Company’s failure to cure,
pursuant to Section 30, any of the following:
a. Company constructs or installs any alteration or improvement without City’s
prior consent.
b. Company fails to make a repair on a timely basis.
c. Failure to meet FCC regulations.
d. A material breach of this Agreement.
e. Failure to provide reports or notices pursuant to this Agreement.
29.Termination.
29.1. City’s Termination Rights
29.1.1. Subject to the cure provision of Section 30, the City has the right to terminate,
this Agreement or any Site License Addendum if the City determines that Company’s exercise of its
rights under this Agreement:
a. Interferes with the City’s use of the City Poles and/or the structures on the
City Poles for the municipal purposes for which the City owns and administers such
structures/site, which may include, without limitation, the necessity to widen a street
or for other municipal projects that result in removing the City Pole, and the Site
Equipment is not otherwise pursuant to Section 29.1.4;
b. Poses a threat to public health or safety or constitutes a public nuisance.
c. The City determines that the Company’s exercise of its rights under this
Agreement interferes with the use of the City Poles or structures thereon by a
governmental agency with which the City has an agreement to provide services to the
City, e.g. the emergency network, and the Site Equipment is not otherwise relocated
pursuant to Section 29.1.4; or
d. The Company ceases to operate as a provider of telecommunications services
under federal law. In such a situation, the City shall have the option, in its sole
discretion and upon six (6) months’ written notice to Company, to terminate this
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Agreement and to require removal of the Site Equipment from the City Poles,
pursuant to Section 31, including the cost of any site remediation, at no cost to the
City.
29.1.2.Immediate Removal. The City may, in its sole discretion, determine that
emergency circumstances require immediate removal of Site Equipment from a City Pole. Such
emergency circumstances may only include reasons of public health or safety. Upon such emergency
circumstances, the City shall attempt to contact Company to immediately remove their Site
Equipment. If Company cannot remove the Site Equipment in the time period provided by the City
necessary to mitigate the emergency circumstances, then the City may remove the Site Equipment.
The City may request reimbursement for the mitigation costs if the emergency circumstance is
caused by the Site Equipment. The applicable Site License Addendum will terminate upon the
removal of the Site Equipment.
29.1.3.Pole Removal. The City has the right to remove any City Pole that it
determines, in its sole judgment, is unnecessary for its municipal purposes (for example, street light
operations). If the City decides to remove a City Pole, it shall provide the Company with at least
ninety (90) days’ written notice to remove its Site Equipment from the City Pole. The applicable
Site License Addendum will terminate upon the removal of the Site Equipment.
29.1.4.Pole Replacement. The City has the right to replace any City Poles that it
determines, in its sole judgment, is necessary for its municipal operations. At City’s option, and upon
ninety (90) days’ written notice, the applicable Site License Addendum will terminate and Company
shall remove its Site Equipment from such City Pole, or the City may allow Company, at Company’s
sole cost and expense, to relocate its Site Equipment on the replacement City Pole provided the
Company provides written notice prior to termination. If company elects to relocate on the
replacement City Pole, a revised Site License Addendum pursuant to section 18.2 shall be required.
The City shall, in good faith, reserve the replacement pole for Company for a period of one (1) year
for Company to prepare necessary government submittals. If Company fails to submit prior to the
good faith reservation period ending, Company relinquishes rights to site location.
29.1.5.Failure to Remove. If Company shall fail to remove any Site Equipment as
requested by the City in accordance with Sections 29.1.3 and 29.1.4, the City, upon thirty (30) days
prior written notice to Company, shall be entitled to remove the Site Equipment at Company’s sole
cost and expense, without further notice to Company. Company shall pay to City actual costs and
expenses incurred by the City in performing any removal work and any storage of Company’s
property after removal within thirty (30) days of the date of a written demand for this payment from
the City. City will promptly inform Company of the displacement or removal of any City Pole on
which any Site Equipment is located.
29.1.6.No Further Obligation. Except those provisions that survive the termination
of this Agreement, upon termination under this Section 29.1, neither party will owe any further
obligation to the other party, except as otherwise provided in Section 34.16 below, provided that
Company is not in arrears in making its Rent or other required payments; provided however that
Company shall, at Company’s sole cost, remove its Site Equipment and restore the City Pole and
provided that, if the City terminates this Agreement pursuant to this Section 29.1, the Company may
request alternative sites on other City Poles in order to allow Company to continue to provide service
within the City. To the extent that the City received any pre-paid Rent related to the terminated Site
License Addendum, City shall refund such pre-payments to Company. Company acknowledges that
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the signing of this Agreement does not entitle the Company to assistance under the Uniform
Relocation and Real Property Acquisition Policy (Ch. 8.26 RCW).
29.2. Company’s Termination Rights.
Company may terminate this Agreement or applicable Site License Addenda, as follows:
29.2.1.Upon thirty (30) days’ notice at any time Company determines in its sole
discretion that it desires to discontinue use of some or all of the City Poles for any reason whatsoever;
provided, however, that if Company terminates this Agreement or a Site License Addendum pursuant to
this Section 29.2.1, Company shall not be entitled to a refund of any pre-paid Rent and shall pay the City
a sum equal to six (6) months’ Rent for each terminated Site License Addendum; or
29.2.2. The City breaches any material term or provision of this Agreement, subject
to the cure period described in Section 30 below.
29.3. Company’s Risk of Loss; Suspension Rights.
29.3.1. In choosing to locate Site Equipment on City Poles, Company acknowledges
and accepts all risks, including, but not limited to:
a. Acts of God or third parties that may damage Site Equipment (including, but
not limited to, fires, earthquakes, storms, and car accidents).
b. Loss of line of sight path, including where caused by City action.
c. City change in the use of the City Poles.
29.3.2. Company explicitly acknowledges that these risks include bearing all costs
associated with such risks, except such costs caused by the sole negligence or willful misconduct of
the City.
29.3.3. Upon the occurrence of any of the events described in Section 29.3.1, the
Company will not be liable for any Rent during the time the Site Equipment is rendered unusable,
except when caused by action of the Company or failure of the Company to perform its obligations
under this Agreement. The Company at its option may prorate such Rent for the succeeding year to
account for such downtime but must detail its proration and associated calculation upon submission
of such Rent payments.
30.Cure. Neither party shall be in default under this Agreement until thirty (30) days after
receipt of written notice of default from the other; provided, however, where such default cannot
reasonably be cured within thirty (30) days, the defaulting party shall not be in default if it
commences to cure such default within said thirty (30) day period and diligently pursues cure to
completion.
31.Reserved.
32.Removal of Site Equipment upon Termination of Agreement.
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32.1. Except as otherwise stated in Section 29.1, within one hundred twenty (120) days
after the expiration or earlier termination of a Site License Addendum or this Agreement, Company
shall promptly, safely and carefully remove the Site Equipment from applicable City Poles and shall
restore the City Poles as instructed by the City, reasonable wear and tear and casualty excepted.
Upon the 121st day, Rent shall accrue at the Holdover Rate described in Section 6.10. If Company
fails to complete this removal work pursuant to this Section 31, then the City, upon written notice to
Company, shall have the right at the City’s sole election, but not the obligation, to perform this
removal work and charge Company for the actual, documented costs and expenses, including,
without limitation, reasonable administrative costs. Further, the City may use the performance bond
in Section 23 and may require the bonding company to supply contractors to perform such removal,
storage and restoration work. Company shall pay to the City actual, documented costs and expenses
incurred by the City in performing any removal work and any storage of Company’s property after
removal within thirty (30) days of the date of a written demand for this payment from the City. After
the City receives the reimbursement payment from Company for the removal work performed by the
City, the City shall promptly make available to Company the property belonging to Company and
removed by the City pursuant to this Section 31 at no liability to the City. If the City does not
receive reimbursement payment from Company within such thirty (30) days, or if City does not elect
to remove such items at the City’s cost after Company’s failure to so remove pursuant to this Section,
or if Company does not remove Company’s property within thirty (30) days of such property having
been made available by the City after Company’s payment of removal reimbursement as described
above, any items of Company’s property remaining on or about the rights of way, City Poles, or
stored by the City after the City’s removal thereof may, at the City’s option, be deemed abandoned
and the City may dispose of such property in any manner by law. Alternatively, the City may elect to
take title to abandoned property, provided that Company shall submit to the City an instrument
satisfactory to the City transferring to the City the ownership of such property. Provided, however,
that nothing contained within this Section shall prevent the City from compelling Company to
remove any such Site Equipment through judicial action when the City has not permitted Company to
abandon said Site Equipment in place.
32.2. The Site Equipment, in whole or in part, may not be abandoned by Company without
written approval by the City. Any plan for abandonment or removal of Site Equipment shall be at the
sole cost of the Company, must be first approved by the City, and all necessary permits must be
obtained prior to such work. Notwithstanding the above, the City may permit Company’s Site
Equipment to be abandoned and placed in such a manner as the City may prescribe. Upon permanent
abandonment, Company shall execute such necessary documents to transfer title to City.
32.3. The provisions of this Section 31 shall survive the expiration, revocation, or
termination of this Agreement.
33.Records; Audits.
33.1. No more than twice during any calendar year, the City may require such information,
records, and documents from Company pertaining to this Agreement from time to time as are
appropriate to reasonably monitor compliance with the terms of this Agreement.
33.2. Company shall provide access to such records within forty (40) business days of a
request by the City unless additional time is reasonably needed by Company, in which case,
Company shall have such reasonable time as needed to provide access to the same, but no longer
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than sixty (60) days. If any person other than Company maintains records on Company’s behalf,
Company shall be responsible for making such records available to the City.
33.3. Company shall be responsible for clearly and conspicuously identifying any records
as confidential or proprietary. In the event that the City receives a public records request under
Chapter 42.56 RCW or similar law for the disclosure of information Company has designated as
confidential, trade secret, or proprietary, the City will endeavor to provide written notice of such
disclosure request so that Company can take appropriate steps to obtain injunctive relief to prevent
disclosure of claimed confidential records. Nothing in this Section prohibits the City from
complying with Chapter 42.56 RCW or any other applicable law or court order requiring the release
of public records. City shall not be liable to Company for its good faith acts in determining that
release of records, including confidential records, is in compliance with any law or court order
requiring the release of public records. The City shall comply with any injunction or court order
properly obtained by Company and not stayed that prohibits the disclosure of any such confidential
records; however, in the event a higher court overturns such injunction or court order and such higher
court action is or has become final and non-appealable, Company shall reimburse the City for any
fines or penalties imposed for failure to disclose such records as required hereunder within sixty (60)
days of a request from the City. In addition to the indemnification obligations pursuant to Section
22, Company shall indemnify and defend the City from and against any and all losses, penalties,
fines, claims, demands, expenses (including, but not limited to, attorneys’ fees and litigation
expenses), suits, judgments or damages arising from or relating to any failure of Company to comply
with this Section.
34.Miscellaneous.
34.1. Relationship between this Agreement and RMC 4-9-210 (Small Cell Permits). If
irreconcilable conflicts exist between the terms of this Agreement and the terms of RMC 4-9-210, the
City agrees not to enforce the terms of RMC 4-9-210 that are in irreconcilable conflict with the terms
of this Agreement.
34.2. Modifications. This instrument contains all the agreements and conditions made
between the parties hereto and may not be modified orally or in any manner other than by an
agreement in writing signed by all parties thereto. No failure on the part of either party to enforce
any covenant or provision herein contained, nor any waiver of any right hereunder, unless in writing
signed by the waiving party, shall discharge or invalidate such covenant or provision or affect the
right of either party to enforce the same in the event of any subsequent breach or default.
34.3. Broker's Fee. If Company is represented by a real estate broker or other agency in
this transaction, Company shall be fully responsible for any fee due such broker and shall hold the
City and its employees and agents, harmless from any claims for a commission by such broker or
agency.
34.4. Cooperation in Execution of Subsequent Documents. The City and Company agree
to cooperate in executing any documents necessary to protect the rights of the parties granted by this
Agreement.
34.5. Headings. The headings to paragraphs or sections of this Agreement are for
convenience only and shall have no effect on the construction or interpretation of any paragraph
hereof.
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34.6. Notices. Except as otherwise designated in this Agreement, all notices hereunder
must be in writing and shall be deemed valid if sent by certified mail, return receipt requested, or
overnight delivery, addressed as follows (or any other addresses as designated by like notice):
If to City: City of Renton
Attn: CED - Franchise
1055 S. Grady Way
Renton, WA 98057
If to Company:
ExteNet Systems, Inc.
Attn: CFO
3030 Warrenville Road, Suite 340
Lisle, Illinois 60532
With copy to General Counsel & COO at same address
Copy email to NOTICE@extenetsystems.com
34.7. Entire Agreement. This Agreement and any attached exhibits constitute the entire
agreement between the City and the Company; no prior written or prior, contemporaneous or
subsequent oral promises or representations shall be binding except that any subsequently adopted
City policies and procedures for telecommunications/communications lease agreements, license
agreements, Site License Addenda and final applicable permits shall be binding on the parties.
34.8. Executed in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute but one
instrument.
34.9. Governing by Law. This Agreement shall be governed by applicable federal laws
and the laws of the State of Washington.
34.10. Venue. Company agrees that the venue of any action or suit concerning this
Agreement shall be in the King County Superior Court, and all actions or suits thereon shall be
brought therein.
34.11. Binding on Successors. This Agreement shall be binding upon and inure to the
benefits of the heirs, executors, administrators, successors and assigns of the parties, subject to the
conditions set forth in Sections 16 and 17 herein.
34.12. Failure to Insist upon Strict Performance. The failure of either party to insist upon
strict performance of any of the terms or conditions of this Agreement shall not constitute a waiver
thereof.
34.13. Business License. Prior to constructing any Site Equipment or providing services
within the City, Company shall obtain a business and/or utility license from the City.
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34.14. Severability. The provisions of this Agreement shall be deemed severable and if any
portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Agreement
shall be effective and binding upon the parties.
34.15. No Third Party Beneficiaries. It is not intended by any of the provisions of this
Agreement to create for the public, or any member thereof, a third-party beneficiary right or remedy,
or to authorize anyone to maintain a suit for personal injuries or property damage pursuant to the
provisions of this Agreement.
34.16. Survival. All of the provisions, conditions and requirements of Sections 12, 22, 31,
34.10, and 34.16 survive the expiration or termination of this Agreement, and any renewals or
extensions thereof.
34.17. Authority. Each individual executing this Agreement represents and warrants that
such individual is duly authorized to execute and delivery this Agreement on behalf of the party it
represents.
[SIGNATURES FOLLOW ON NEXT PAGE.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
respective dates below indicated.
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MLA – City of Renton – ExteNet Systems, Inc.30
CITY:
CITY OF RENTON
By:_______________________________
Armondo Pavone
Mayor
Date: __________________________
Attested to by:
__________________________
Jason Seth, City Clerk
Approved as to legal form by:
__________________________
Shane Moloney, City Attorney
COMPANY:
EXTENET SYSTEMS, INC.
By: _______________________________
Name: ________________________
Title: ________________________
Date: __________________________
AGENDA ITEM #2. a)
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STATE OF WASHINGTON
COUNTY OF KING
I certify that I know or have satisfactory evidence that _____________________________
is the person who appeared before me, and said person acknowledged that (he/she) signed this
instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged
it as the _____________________________ of ___________________________________ to be
the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED this _____ day of _________________, 20____.
(SEAL) _________________________________
Notary Public
Residing at________________________
My appointment expires _____________
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Exhibit A – Pole Reservation Template
Exhibit B – [intentionally omitted]
Exhibit C – Template Site License Addendum
Exhibit D – [intentionally omitted]
Exhibit E – Insurance Requirements
Exhibit F – Performance Bond
Exhibit G – Contact Information
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Exhibit A
Pole Reservation Template
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Exhibit B
[Intentionally omitted]
AGENDA ITEM #2. a)
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Exhibit C
Site License Addendum
Company shall apply to the City for approval of this Site License Addendum by filling out the below
form and submitting the form to the City for approval with the applicable Administrative Fee. For
each Small Cell, the Company shall fill out a Site License Addendum.
This Site License Addendum (“Addendum”), made this _____ day of ____________, 20____ (the
“Site License Addendum Effective Date”) between the City of Renton, hereinafter designated the
“City” and ___________________, d/b/a ________, with its principal offices at
_________________________, hereinafter designated “Company”:
1. Addendum. This is a Site License Addendum as referenced in that certain Master License
Agreement between The City and Company dated ______________, ____ ("Agreement"). All of the
terms and conditions of the Agreement are incorporated hereby by reference and made a part hereof
without the necessity of repeating or attaching the Agreement. In the event of a contradiction,
modification or inconsistency between the terms of the Agreement and this Addendum, the terms of
this Addendum shall govern. Capitalized terms used in this Addendum shall have the same meaning
described for them in the Agreement unless otherwise indicated herein.
2. Project Location. Attachment 1 identifies the physical location of the City Poles on which
the Site Equipment shall be attached.
3. Project Description. Attachment 2 identifies the Site Equipment to be installed on the City
Poles and shall include the construction details (e.g. electrical and fiber connections, antennas, radios
and accessory components). If deviating from the standard detail, Company shall provide photo
simulations of such Site Equipment attached to the City Poles and a load bearing study. The photo
simulations shall include photos indicating the existing City Pole without the Site Equipment and
with the proposed Site Equipment attached. If there are any accessory components, for example
conduit holding backhaul or electrical, such accessory components shall be depicted in the photo
simulations.
4. NIER Report. Company has commissioned an NIER Report for the City Poles. Such report
is attached hereto in Attachment 3.
5. Backhaul. Backhaul services shall be provided to the Site Equipment as follows:
□ underground fiber □ aboveground fiber □ microwave □ other_________________
and from the following entity: __________________________________. Access to the backhaul
system shall be separate from the City’s communication and electrical conveyance system. The
Company, or its third party contractor, is responsible for the placement and installation of any
junction boxes.
6. Electrical Fee. The estimated peak draw power for the Small Cell is _______. The Small Cell
electrical usage falls within ____ tier as described in the Fee Schedule.
7. Usage of City-Owned Conduit. Company requests usage of City’s streetlight power conduit.
□ Yes □ No (if yes, see Attachment 4)
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8. Term. The term of this Addendum shall run concurrently with the Agreement and shall
terminate upon the Agreement termination unless earlier terminated by a party consistent with the
Agreement.
9. Commencement Date. The Company shall notify the City upon the installation of its Site
Equipment on the City Pole.
10. Fees. The Rent and Administrative Fee for the Site Equipment installed pursuant to this
Addendum shall be in accordance with Section 6 of the Agreement.
11. Counterparts. This Site License Addendum may be signed in counterparts, each of which
shall be deemed an original, but all of which will constitute one and the same document.
12. Authority. Each individual executing this Site License Addendum represents and warrants
that such individual is duly authorized to execute and delivery this Site License Addendum on behalf
of the party it represents.
13. Carrier. The following third-party wireless carrier’s equipment will be located on this City
Pole: _____________________________ or □ same as Company.
14. Acknowledgment. Company acknowledges that (i) this Site License Addendum is only
effective upon the signatures of both parties and (ii) Company shall not have the right to install its
Site Equipment on the City Poles until it has received Government Approvals and complied with the
requirements (including any insurance or bonding requirements) of such Government Approvals.
EXECUTED to be effective as of the Site License Addendum Effective Date.
CITY OF RENTON:
______________________________
By: ___________________________
Name: _________________________
Title:__________________________
COMPANY
______________________________
By: ___________________________
Name: _________________________
Title:__________________________
Exhibits:
Attachment 1 – Physical Location of City Poles
Attachment 2 – Photo Simulations, Description of Site Equipment and Load Bearing Study
Attachment 3 – NIER Report
Attachment 4 – Conduit Lease Addendum
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Attachment 1
Physical Location of City Poles
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Attachment 2
Equipment Installation Plans/ Construction Details
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Attachment 3
NIER Report
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Attachment 4
Conduit Lease Addendum
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Exhibit D
[intentionally omitted]
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Exhibit E
Insurance Requirements
Company shall procure and maintain for so long as Company has Facilities in the Public
Ways, insurance against claims for injuries to persons or damages to property which may
arise from or in connection with the acts or omissions of Company. Company shall
require that every subcontractor maintain substantially the same insurance coverage with
substantially the same policy limits as required of Company. Company shall procure
insurance from insurers with a current A.M. Best rating of not less than A- VII. Company
shall provide a copy of a certificate of insurance and blanket additional insured
endorsement to the City for its inspection at the time of acceptance of this Agreement, and
such insurance certificate shall evidence a policy of insurance that includes:
Automobile Liability insurance with limits of $5,000,000 combined single limit
for each accident for bodily injury and property damage;
Commercial General Liability insurance, written on an occurrence basis with
limits of $5,000,000 per occurrence for bodily injury and property damage and
$5,000,000 general aggregate including personal and advertising injury, blanket
contractual; premises-operations; independent contractors; products and completed
operations; explosion, collapse and underground (XCU);
Pollution liability shall be in effect throughout the entire Agreement term, with a
limit of one million dollars ($1,000,000) per occurrence, and two million dollars
($2,000,000) in the aggregate;
Workers' Compensation coverage as required by the Industrial Insurance laws of
the State of Washington and Employer's Liability with a limit of $1,000,000 each
accident/disease/policy limit. Evidence of qualified self-insurance is acceptable;
and
Excess Umbrella liability policy with limits of $10,000,000 per occurrence and in
the aggregate. Company may use any combination of primary and excess to meet
required total limits.
Payment of deductible or self-insured retention shall be the sole responsibility of
Company. Company may utilize primary and umbrella liability insurance policies to
satisfy the insurance policy limits required above. Company's umbrella liability insurance
policy shall be at least as broad as its primary coverage.
The required insurance policies, with the exception of Workers' Compensation and
Employer's Liability obtained by Company shall include the City, its officers, officials,
and employees ("Additional Insureds"), as an additional insured as their interest may
appear with regard to any work or operations performed under this Agreement or by or on
behalf of the Company. The coverage shall contain no special limitations on the scope of
protection afforded to the Additional Insureds. In addition, the insurance policy shall
contain a clause stating that coverage shall apply separately to each insured against whom
a claim is made, or suit is brought, except with respect to the limits of the insurer's
liability. Company shall provide to the City upon acceptance a certificate of insurance and
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.43
blanket additional insured endorsement. Receipt by the City of any certificate showing
less coverage than required is not a waiver of Company's obligations to fulfill the
requirements. Company's required general and auto liability insurance shall be primary
insurance with respect to the City. Any insurance, self-insurance, or insurance pool
coverage maintained by the City shall be in excess of Company's required insurance and
shall not contribute with it.
Upon receipt of notice from its insurer(s), Company shall provide the City with thirty (30)
days prior written notice of any cancellation of any insurance policy, required pursuant to
this Exhibit E. Company shall, prior to the effective date of such cancellation, obtain
replacement insurance policies meeting the requirements of this Exhibit E. Failure to
provide the insurance cancellation notice and to furnish to the City replacement insurance
policies meeting the requirements of this Exhibit E shall be considered a material breach
of this Agreement and subject to the City's election of remedies described in this
Agreement.
Company's maintenance of insurance as required by this Exhibit E shall not be construed
to limit the liability of Company to the coverage provided by such insurance, or otherwise
limit the City's recourse to any remedy available at law or equity. Further, Company's
maintenance of insurance policies required by this Agreement shall not be construed to
excuse unfaithful performance by Company.
The City may review all insurance limits once every three years during the Term and upon
prior written notice to and review by Company, may make reasonable adjustments in the
limits upon thirty (30) days' prior written notice to Company. Company shall then provide
a certificate of insurance to evidence the insurance coverage required by this Agreement
and the additional insured endorsement.
As of the Effective Date of this Agreement, Company is not self-insured. Should Company wish to
become self-insured at the levels outlined in this Agreement at a later date, Company or its affiliated
parent entity shall comply with the following: (1) provide the City, upon request, a copy of
Company's, or its parent company's, most recent audited financial statements, if such financial
statements are not otherwise publicly available; (2) Company or its parent company is responsible for
all payments within the self-insurance program; and (3) Company assumes all defense and indemnity
obligations as outlined in the indemnification section of this Agreement.
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.44
Exhibit F
Performance Bond
Bond Number:Project Name:
KNOW ALL MEN BY THESE PRESENT; that we
of as Principal,
and a Corporation, as Surety, are held and firmly
bound unto the City of Renton, a municipal corporation of the State of Washington, in the sum of $
lawful money of the United
States of America, for the payment of which, will and truly to be made, we firmly bind ourselves,
and each of our heirs, executors, administrators and assigns, jointly and severally by these present.
THE CONDITION OF THE FOREGOING OBLIGATIONS IS SUCH, that WHEREAS, the above
named Principal has applied for a permit, pursuant to the provisions of Ordinance No. 3205, to do
certain work on a City of Renton roadway, street, alley, avenue, or other public place, during a period
ending .
NOW THEREFORE, if the above named Principal shall indemnify and save harmless the City of
Renton, from all claims, actions or damages of every kind and description, which may accrue as a
result of opening and/or working upon a roadway, street, alley, avenue, public easement, or other
public place, by him or those in his employ, in installing or making connections with any public or
private sewer or water system, or any other purpose or object whatever, and that he will replace and
restore such roadway, street, avenue, alley or other public place to as good a state or condition as at
the time of the commencement of said work, and maintain the same in good order to the decided
satisfaction of the City of Renton, and that he will comply with all provisions of his or their franchise
of our permit and all resolutions or instruments relating thereto, this obligation to be void; otherwise
to remain in full force and effect.
The liability under this bond is for a period of one year from to
and may be extended by the surety issuing a Continuation Certificate.
Sealed with our seals and dated this day of , 20
BY: BY:
Applicant’s Signature Signature of Bonding Agent
Attach Power of Attorney Form to Bond
Include contact information.
Applicant’s Address
City, State, Zip
AGENDA ITEM #2. a)
MLA – City of Renton – ExteNet Systems, Inc.45
Exhibit G
Contact Information
Site Equipment Manager:
Secondary Site Equipment Manager:
City Contact:
AGENDA ITEM #2. a)
AB - 2754
City Council Regular Meeting - 09 Nov 2020
SUBJECT/TITLE: MCI Metro Shadow Duct Agreement
RECOMMENDED ACTION: Refer to Utilities Committee
DEPARTMENT: Community & Economic Development Department
STAFF CONTACT: Justin Johnson, Assistant Development Engineering Manager
EXT.: 7291
FISCAL IMPACT SUMMARY:
The costs of $112,752.20 will be split among Public Works (Transportation), Public Works (Water Utility), and
Administrative Services (Information Technology).
SUMMARY OF ACTION: MCI Metro (a Verizon Wireless company) submitted a joint use trench application with the City. In working with
Verizon the City had requested for them to install an additional conduit pursuant to RCW 35.99.070. This
agreement outlines the cost sharing that the City is responsible for under this agreement. This conduit will be able
to support transportation infrastructure as well as provide reliability to our system at a significantly reduced cost.
EXHIBITS:
A. Agreement
STAFF RECOMMENDATION:
Authorize the Mayor and City Clerk to enter into an agreement with MCI Metro to approve the installation of a
conduit in the amount of $112,752.50.
AGENDA ITEM #3. a)
Project No,9902§Z
REIMBURSEMENT AGREEMENT FOR
DUCT CONSTRUCTION
THIS REIMBURSEMENT AGREEMENT FOR DUCT CONSTRUCTION (“Agreement”)is
made and entered into this day of ,20 ,(the “Effective Date”)by and
between MCIMETRO ACCESS TRANSMISSION SERVICES CORP.,a Delaware
corporation (“Utility”),d/b/a Verizon Access Transmission Services,having a business address at
600 Hidden Ridge,Irving,Texas 75038,and CITY OF RENTON,WA (“Reimbursor”),having
an address at 1055 South Grady Way,Renton,WA 98057.The signatories to this Agreement shall
be referred to individually as a “Party”and collectively as the “Parties”.
RECITALS
1.Pursuant to RCW 35.99.070,Reimbursor has requested that Utility purchase,construct,
and install (collectively,as applicable,“construct”)underground conduit or duct
(“Duct”)for Rei1nbursor’s ownership and use within Reimbursor’s public right-of—way
(the “Proj ect”)in connection with work to be performed by Utility.Utility shall only
install Duct for Reimbursor (“Reimbursor Duct”)in mutually agreed locations where
Utility is also constructing Duct for its own use and subject to the terms of this
Agreement.
2.Reimbursor has determined that the Reimbursor Duct work constitutes a purchase from a
single source of supply.
3.Reimbursor will pay Utility for work it performs in support of the Project as further set
forth in this Agreement including its Exhibits A and B attached hereto (the“Payment”).
NOW THEREFORE,in consideration of the foregoing and of the mutual promises and
covenants herein contained,the Parties agree as follows:
1.Utility may,in its sole discretion,determine whether it will construct Reimbursor Duct in
each particular location requested by Reimbursor.Utility will construct Reimbursor Duct
using the same quality of materials and engineering standards Utility uses in constructing its
own Duct.
2.Reimbursor agrees that:
(a)Exhibit A,attached hereto and made a part hereof,represents the scope of work for the
Project.
(b)Consistent with Section 4 below,Reimbursor shall bear all actual costs (“Costs”)incurred
by Utility,as set forth in Exhibit B hereto relating to the incremental cost to Utility of
constructing the Reimbursor Duct.Categories of such incremental Costs,include,but are
not limited to,labor,materials,construction,damages,administrative overhead,taxes,
travel expenses,railroad right-of-way access and flagging fees,permit fees,legal fees
and other reasonable out of pocket expenses.
1
AGENDA ITEM #3. a)
(0)
(d)
(6)
(f)
(g)
(h)
(D
(k)
It waives any and all delay damage claims against Utility made by Reimbursor or
any employee,representative agent,contractor or bene?ciary of Reimbursor.The
Reimbursor Duct shall be a single two-inch Duct placed by Utility adjacent and
parallel to the Utility’s Duct and within same bore alignment for the route authorized
under permit numbers or other specific descriptors.
Upon completion of work and receipt of the Payment,ownership and title to the
Reimbursor Duct will automaticallypass from Utility to Reimbursorwith no further
action required on the part of either Party,or this Agreement and proof of payment
by Reimbursor shall act as proper documentation thereof.
Reimbursor may not access or use the Reimbursor Duct for any purpose until Utility
receives the Payment.
Reimbursor shall be responsible for placing tracer wire and access points
(manholes/handholes/vaults)for the Reimbursor Duct.
Reimbursor’s use of the Reimbursor Duct shall be restricted to non-commercial
governmental use for a period of seven (7)years from receipt of the Payment,
upon which date this Agreement terminates and is no further force or effect.
If Utility determines,in its sole discretion,to not complete construction of a particular
route,Utility shall transfer to Reimbursor title to any Reimbursor Duct already
constructed,shall provide Reimbursor with reasonable access points to the already
constructed Reimbursor Duct,shall have no further obligation with respect to the
remainder of the route,and any amounts to be paid by Reimbursor to Utility under this
Agreement shall be adjusted on a pro rata basis.
Utility reserves all rights under applicable law.
Utility warrants that upon delivery,the Reimbursor Duct constructed as part of the Project
will not be obstructed and shall meet the specifications set forth in Exhibit A;otherwise,
Utility is providing the Reimbursor Duct and all other work and materials associated with
the Project on an “as is,”“where is”basis,with no warranties of any kind,including,
without limitation,implied warranties of merchantability or fitness for a particular
purpose.
Utility shall not be required to place Duct in the ground or on structures that do not meet
Utility’s engineering standards or where Reimbursor cannot provide sufficient
documentation that it has secured necessary property rights,easements or other right—of—
way rights for Utility to place its facilities in the designated location.
Utility may recover from Reimbursor reasonable attorneys’fees and costs from any and
all actions Utility brings to collect amounts owed by Reimbursor under this Agreement.
Reimbursor may,at its own expense,inspect construction Utility performs in connection with
the Project.
The total cost of the Project is estimated not to exceed the amount set forth in Exhibit B
hereto.Utility will charge Reimbursor only for its Costs incurred for the Project.Reimbursor
acknowledges and agrees that this amount is an estimate and shall not be construed as limiting
the amount Utility is to be reimbursed by Reimbursor under this Agreement.Utility shall
provide notice to Reimbursor when Utility becomes aware that Costs will exceed the estimate
by more than ten percent (10%),at which time Reimbursor may elect to terminate the
Agreement pursuant to Section 9.
AGENDA ITEM #3. a)
In the event either Party terminates this Agreement pursuant to Section 9 below or
Reimbursor directs Utility in writing to stop work on the Project,Reimbursor shall be
responsible to Utility for Costs incurred by Utility prior to receipt of such termination or
stop work notice and Project wind-down costs incurred by Utility.
Following completion of the Project,Utility shall make an accounting of ?nal,unpaid,actual
Costs of the Project and provide Reimbursor with a copy of the accounting and an itemized
invoice therefor.Utility may invoice Reimbursor monthly for progress payments for
materials and labor.Payment on a progress payment will be made in the next pay cycle of
the Renton Finance Department after receipt of invoice (pay cycles are bi-weekly).
Reimbursor shall perform no work within ten (10)feet on either side of the Reimbursor
Duct in the Project area until the Project has been completed or as otherwise mutually
agreed by Reimbursor and Utility.If any such work is performed,Utility has a right to have
an inspector on site during such work,and Utility’s inspector may order Reimbursor,its
employees,agents,representatives and contractors (for purposes of this Section 7,
collectively,“Reimbursor”)to immediately stop work if such work is placing Utility’s
facilities in imminent harm,and Reimbursor shall immediately comply with such order.
Until the Project has been completed or as otherwise mutually agreed by Reimbursor and
Utility,Reimbursor shall give written notice to Utility at least forty—eight(48)hours,
excluding Saturday,Sunday and legal holidays,in advance of commencement of any work
in the immediate Project area.The notice shall be given to those individuals listed in the
contacts section of Exhibit A.In the event of an emergency,Reimbursor shall provide
telephonic notice to MCI at l-800-MCI-WORK upon Reimbursor’s discovery of the
emergency.
The obligations of Utility are subject to force majeure,and Utility shall not be in default of
this Agreement if any failure or delay in performance is caused by strike or other labor
problems;accidents;acts of God;fire;?ood;adverse weather conditions;material or facility
shortages or unavailability;lack of transportation;the imposition of any governmental codes,
ordinances,laws,rules,regulations or restrictions,including,without limitation,the necessity
of obtaining permits or environmental assessments or environmental approvals;
condemnation or the exercise of rights of eminent domain;war,civil disorder or acts of
terrorism;or any other cause beyond the reasonable control of Utility.
Utility shall indemnify,defend,and hold harmless Renton,from and against any and every
Third-Party action,claim,cost,damage,death,expense,harm,injury,liability,or loss of any
kind,in law or in equity,to persons or property,including reasonable attorneys’and experts’
fees and/or costs incurred by Renton in its defense,arising out of or related to,directly or
indirectly,to Utility’s Work or abandonment of Facilities,or from the existence of Utility’s
Facilities,and the products contained in,transferred through,any signals or emissions from the
Facilities,released or escaped from the Facilities,including the reasonable costs of assessing
such damages and any liability for costs of investigation,abatement,correction,cleanup,fines,
penalties,or other damages arising under any Laws,including,but not limited to,
Environmental Laws,and any action,claim,cost,damage,death,expense,harm,injury,
AGENDA ITEM #3. a)
10.
liability,or loss,to persons or property which is caused by,in whole or in part,and only to the
extent of,the willfully tortious or negligent acts or omissions of Utility or its agents,
contractors (of any tier),employees,representatives or trainees related to Utility’s granted
Agreement privileges.“Renton”means the City of Renton,and its elected officials,agents,
employees,officers,representatives,consultants (of any level),and volunteers.
The terms of this section shall not require Utility to indemnify Renton against and hold
harmless Renton from claims,demands or suits based upon Renton’s negligent or willful
conduct,and provided further that if the claims or suits are caused by or result from the
concurrent negligence of (a)the Utility’s agents,officers,or employees and (b)Renton,this
provision with respect to claims or suits based upon such concurrent negligence shall be valid
and enforceable only to the extent of Utility’s negligence or the negligence of Utility’s agents
or employees except as limited in this Agreement.
Insurance:Utility shall procure and maintain for the duration of the Agreement,insurance,or
provide evidence of self-insurance,against all claims for injuries to persons or damages to
property which may arise from or in connection with the exercise of the privileges granted by
Agreement to Utility.Utility shall provide to Renton an insurance certi?cate,and/or a
certificate of self-insurance,together with a blanket additional insured endorsement on the
general liability policies,including Renton as an additional insured as their interest may appear
under this Agreement upon Utility’s acceptance of this Agreement,and such insurance
certificate shall evidence the following coverages:
a.Commercial general liability insurance,including but not limited to,blanket contractual,
property damage,premises-operations,explosion,collapse and hazard,underground hazard
(XCU)and products completed hazard,with limits of one million dollars ($1,000,000)for each
occurrence for bodily injury and property damage and two million dollars ($2,000,000)general
aggregate;
b.Commercial automobile liability for owned,non-owned and hired vehicles with a combined
single limit of one million dollars ($1,000,000)each accident for bodily injury and property
damage;
c.Worker’s Compensation within statutory limits consistent with the Industrial Insurance laws
of the State of Washington;and
d.Pollution liability with a limit not less than one million dollars ($1,000,000)for each
occurrence,and two million dollars ($2,000,000)in the aggregate,for pollution condition
arising out of or resulting from the use and occupancy of the premises and the operations
conducted thereon.
Additional Insured:Renton,its officers,officials,employees,and volunteers shall be included
as an additional insured as their interest may appear under this Agreement on the commercial
general liability and commercial automobile liability insurance,as respects work performed by
Utility and the blanket additional insured endorsement shall be included with on the certificate
of insurance or certi?cation of self-insurance.Utility’s insurance shall be primary insurance
with respect to Renton.Any insurance maintained by Renton shall be in excess of Utility’s
4
AGENDA ITEM #3. a)
ll.
insurance and shall not contribute with it.Utility shall give Renton thirty (30)days prior written
notice by certified mail,retum-receipt requested,of suspension,cancellation,or material change
in coverage.
Survival:The indemnity and insurance provisions shall survive the termination of this
Agreement and shall continue for as long as Utility’s Facilities remain in or on the Agreement
Area or until the Parties execute a new Agreement that modifies or terminates these indemnity
or insurance provisions.
Either Party may terminate this Agreement prior to its termination date as set forth in Section
2.g upon written notice to the other Party:(i)upon completion of all existing Reimbursor Duct
construction efforts;(ii)at any time in the event no Reimbursor Duct construction efforts are
underway;(iii)within ten (l0)days of any notice by Utility notice to Reimbursor of a 10%
exceedance under Section 4;or (iv)in the event a Party breaches the terms of this Agreement
and such breach is not cured within thirty (30)days of receipt of written notice to the Party
from the other Party of the details of such breach.
The terms of this Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY,ITS
EMPLOYEES,SUBCONTRACTORS,AND/OR AGENTS,OR ANY THIRDPARTY,
FOR ANY INDIRECT,INCIDENTAL,SPECIAL,CONSEQUENTIALOR PUNITIVE
DAMAGES,OR LOST PROFITS,FOR ANY CLAIM OR DEMAND OF ANY
NATURE OR KIND,ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF.
The direct damages that a Party may be liable for to the other Party under this Agreement
shall not exceed the total amount paid to Utility under the Agreement.
Utility shall maintain accounts and records,which properly reflect all direct and indirect
costs expended on the Project.Utility agrees to provide access to and copies of any
records related to this Agreement as required by Reimbursor to audit expenditures and
charges and/or to comply with the Washington State Public Records Act (Chapter 42.56
RCW).
Reimbursor represents to Utility that,pursuant to RCW 35.99.070,Section 4,the value
of the work at issue is not considered a public works construction contract and,therefore,
prevailing wages are not required.
This Agreement together with its Exhibits constitutes the entire agreement between the
Parties and supersedes all contemporaneous or prior agreements between the Parties,whether
written or oral,with respect to the subject matter of this Agreement.This Agreement may
not be modified,supplemented or amended unless any such modi?cation,supplement or
amendment is incorporated into the Agreement via valid amendment signed by the
authorized representatives of each Party.This Agreement may be executed in counterparts,
AGENDA ITEM #3. a)
each of which shall be deemed an original and all of which together shall constitute one and
the same instrument.Execution and exchange of signatures Via facsimile or Adobe Acrobat
portable document file (.PDF file extension)shall have the same force and effect as
execution and exchange of originals.Each Party warrants that it has the full right and
authority to enter into this Agreement.All necessary approvals and authority to enter into
this Agreement have been obtained and the person executing this Agreement on behalf of
each Party has the express authority to do so and,in so doing,to bind such Party hereto.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the day and year
first above written.
for Reimbursor for Utility
CITY OF RENTON,WA MCIMETRO ACCESS TRANSMISSION
SERVICES CORP.I
d/b/a Ve zo ccess Transmissio Servi e
By:By:L/V
Name:Armondo Pavone Name:&)i3t/
e/Title:Mayor Title:Sr.Ntwk Eng.&Ops
Date:Date:611
Federal Tax ID#:
Telephone:(425)430-7291
Email address for City’s contact person (Justin T.Johnson):JTJ ohnson@Rentonwa.gov
Billing Contact:
Name:Justin T.Johnson
Address:1055 South Grady Way
Renton,WA 98057
AGENDA ITEM #3. a)
Exhibit A
BACKGROUND.
The City of Renton,WA has requested 1-2”high—densitypolyethylene conduit be installed
within the same pathway that MCI conduit is being installed.The exact start and end points will
be determined in the field with the city identifying these locations.
SCOPE AND SPECIFICATIONS OF WORK.
Install 2-inch conduit with pull-rope and tracer wire adjacent to MCImetro Access Transmission
Services Corp.conduit and within same bore alignment along 116th.Ave.SE between Puget Dr.
SE and SE l88th.St.In between these start and end points there will be multiple (bore pits)
where the City conduit will have stubs buried below the surface.These stub locations and the
start and end point locations will be identified on asbuilt drawings that MCI will provide to the
City after construction has completed.
CONTACTS.
Utility:MCImetro Access Transmission Services Corp.
Engineer;
Brad Landis
Engr IV Spec-Ntwk Eng &
Ops Kirkland,WA 98034
425.636.6036 (O)
brad.laritlisizi“:vcrizormom
Manager;
Louise Popelka
Sr Mgr—Ntwl<Eng&Ops
Bellevue,WA 98008
425.603.2092 (0)
louise4)opell<a@verizon.com
Agreements;
George Reid
Irving,TX
972.444.5343
geor0e.reid@vcrizon.com
AGENDA ITEM #3. a)
2 xx“.xx,»':__,..(verizgn.
I—-I\I Ilhdl 1
":~i;JS;.".'i€:&‘;‘t
|_4
OUTSIDE PLANT CONSTRUCTION
INCREMENTEAL COST ESTIMATE (ACTIVE APPROVED )
05/11/2020
Page:01
PmjectIAFE #:990252
Title
Site Code:
Investigation#:
Disposition:
Revision:4
CITYOF RENTON WA SDA
STTLWA
7899-2019
Refund
Date Prepared:
Engineer:
Manager:
City:
State:
Footage Impact:
08/27/2019
BRADLANDIS
LOUISE POPELKA
SEATTLE
WA
11,900
DESCRIPTION OF WORK
The City of Renton,WA has reached out to us requesting that we install a single 2"conduit within certain areas and along planned pathways of our new One Fiber
build.The City
between P
identified.Once engineering has begun more exact locations of the start and stop points ofthe Cityconduit can be identified.with input from the City.
has an underground policy so placing new cables aerially is not an option.Currently the City is looking us adding a single 2"conduit along 116th Ave SEugetDrSEandSE188thSl..totaling roughly 11,900 ft.The City may want a 2"conduit at other locations as well but at this time this has been specifically
SCHEDULE
Eng.Start:
Eng.Complete:
Const.Start:
Const.Complete:03/03/2020
SUMMARY OF ESTIMATED COSTS
Construction Manager:
ENGINEERING:
INSPECTION SERVICES‘.
FURNISHED MATERIALS:
CONTRACTOR UNIT PRICE SCHEDULE:
SPLICING LABOR:
TOTAL:
Date:
$0.00
$0.00
$17,850.00
$94,902.50
$0.00
$112,752.50
AGENDA ITEM #3. a)
E/\I_IIDII D
OUTSIDE PLANT CONSTRUCTION
INCREMENTAL COST ESTIMATE (ACTIVE APPROVED )
O5/11/2020
ProjectIAFE #:990252 CITYOF RENTON WA SDA Revision:4
A)ENGINEERING
INTERNAL -REF DESCRIPTION:QTY:U/M:UNIT $:EXT.$:
0 0 0
CONTRACT -REF DESCRIPTION:QTY:U/M:UNIT$:EXT.$:
0 O 0
ENGINEERING Sub TOTAL:$0.00
B)INSPECTION SERVICES
INTERNAL -REF DESCRIPTION:QTY:U/M:UNIT$:EXT.$:
0 0 0
EXTERNAL -REF DESCRIPTION:QTY:U/M:UNIT$:EXT.$2
0 0 0
INSPECTION SERVICES Sub TOTAL:$0.00
C)FURNISHED MATERIALS
REF DESCRIPTION:QTY:U/M:UNIT $2 EXT.$:
Conduit _11900 ft.150 $17,850.00
FURNISHED MATERIALS Sub TOTAL:$17,850.00
D)CONTRACTOR UNIT PRICE SCHEDULE
REF DESCRIPTION:QTY:U/M:UNIT$2 EXT.$2
Directional bore 11900 If 7.25 $86,275.00
10%Construction Contingency ‘I LS 8627.50 $8,627.50
CONTRACTOR UNIT PRICE SCHEDULE Sub TOTAL:$94,902.50
E)SPLICING LABOR
REF DESCRIPTION:QTY:U/M:UNIT$:EXT.$1
SPLICING LABOR Sub TOTAL:$0.00
AGENDA ITEM #3. a)