HomeMy WebLinkAboutContract{ERZ2126449.DOCX;6/07851.080003/ }1
SMALL CELL COMMUNICATION FACILITIES
MASTER LICENSE AGREEMENT
between
THE CITY OF RENTON
and
NEW CINGULAR WIRELESS PCS, LLC
CAG-20-498
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Table of Contents
TERMS OF LICENSE .......................................................................................................................... 3
1. Definitions. ................................................................................................................................ 3
2. City Poles. ................................................................................................................................. 4
3. Allowed Use. ............................................................................................................................. 4
4. Effective Date. ........................................................................................................................... 6
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. ...................................................................................... 10
11. City Poles Access & Security. ................................................................................................ 10
12. Hazardous Materials ................................................................................................................ 11
13. Pole Replacement. ................................................................................................................... 11
14. Maintenance/Stewardship. ...................................................................................................... 13
15. Repairs by City; Increased Maintenance Costs; Emergency Situations. ................................ 13
16. Sub-license & Assignment by Company. ............................................................................... 14
17. Sub-license & Assignment by City. ........................................................................................ 15
18. Improvements, Fixtures and Personal Property; Inspection by City. ...................................... 15
19. Destruction of or Damage to the City Poles or any Site Structures. ....................................... 16
20. Condemnation. ........................................................................................................................ 16
21. Insurance. ................................................................................................................................ 17
22. Hold Harmless. ........................................................................................................................ 17
23. Performance Bond. .................................................................................................................. 19
24. Nondiscrimination. .................................................................................................................. 19
25. Stop Work. .............................................................................................................................. 20
26. Prerequisites for Approval ...................................................................................................... 20
27. Review of Plans. ...................................................................................................................... 20
28. Default; Remedies. .................................................................................................................. 21
29. Termination. ............................................................................................................................ 23
30. Cure ......................................................................................................................................... 25
31. Reserved. ................................................................................................................................. 25
32. Removal of Site Equipment upon Termination of Agreement. .............................................. 25
33. Records; Audits. ...................................................................................................................... 26
34. Miscellaneous. ......................................................................................................................... 27
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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 New Cingular Wireless PCS,
LLC, a Delaware limited liability company, 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.
“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.
"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).
"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.
“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..
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“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.
“Small Wireless Facility” or “Small Cell” means a “small wireless facility” as defined
in 47 CFR 1.6002.
2. City Poles.
The City represents as follows:
it owns the City Poles and all appurtenances;
it is fully authorized to enter into this Agreement; and
the individual executing this Agreement is authorized to bind the City to the
provisions contained herein.
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.
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.
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.
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.
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
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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.
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.
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.
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.
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.
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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”). The parties may extend this Agreement for two (2) additional
five (5) year terms by mutual agreement executed by both parties. The Initial Term and any subsequent
extensions will collectively hereinafter be referred to as the “Term.” 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. The term of each Site License Addendum shall
be concurrent with the term of this Agreement; provided, however, that the minimum term of a Site
License Addendum shall be ten (10) years. If the Term of this Agreement expires before the end of
any ten (10) year Site License Addendum term, this Agreement shall remain in effect only with respect
to any Site License Addendum through the end of such Site License Addendum’s term, which shall
be, in such case, no more than ten (10) years, unless a new Master License Agreement has been
executed in which case existing Site License Addendum’s shall comply with the terms of the new
Master License Agreement.
6.Compensation.
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”).
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.
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
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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 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.
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.
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.
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 three percent
(3%) over the Rent paid for the immediately preceding year.
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.
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.
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.
If after the end of a Site License Addendum term, Company continues to maintain of
Site Equipment on the City Poles without entering into a new license with City, and/or City has not
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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”).
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.
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.
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
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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.
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 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.
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.
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.
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.
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
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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 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.
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.
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:
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.
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.
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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
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.
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.
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.
Company shall utilize the City’s standard Small Cell pole design per the City of Renton
Standard Details. In the event that 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.
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
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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 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.
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.
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.
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.
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.
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.
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.
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14.Maintenance/Stewardship.
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.
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.
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.
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.
City shall have no duty to Company to make any repairs or improvements to the City
Poles.
City is not responsible for any third-party damage to Site Equipment or the City Pole.
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.
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
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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 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.
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.
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.
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.
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.
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.
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
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further, that Company shall provide the City with a copy of said written 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.
The City’s consent to one assignment shall not waive the requirement of obtaining the
City’s consent to any subsequent assignment.
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.
[OPTIONAL ONLY APPLICABLE TO INFRASTRUCTURE COMPANIES] 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.
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.
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.
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.
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.
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, provided that such
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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.
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 RMC 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 RMC or Exhibit B.
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.
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.
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.
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 or
condemnation of the Site or City Poles shall belong and be paid to the City. Company shall have all
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rights to its Site Equipment and personal property if such equipment or personal property are included
in any taking or condemnation.
21. Insurance.
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.
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.
The City and its employees 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.
Company releases, covenants not to bring suit, and agrees to indemnify, defend, and
hold harmless the City, its elected and appointed officers, employees, agents, 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.
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.
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.
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.
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
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
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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.
Except to the extent that damage or injury arises from the sole negligence or willful
misconduct of the City, the obligations of Company under the indemnification provisions of this
Section 22.7 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 or willful
misconduct of the City, its 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.
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.
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 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
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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, except to the extent any such damage or destruction is caused by or arises from
any negligence, willful misconduct, or criminal actions on the part of the City, its officers, agents,
employees, contractors, or elected or appointed officials.
The provisions of this Section 22 shall survive the expiration, revocation, or
termination of this Agreement.
23. Performance Bond.
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:
$100,000 bond for usage of 1-10 City Poles;
$250,000 bond for usage of 11-50 City Poles; and
$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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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:
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.
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.
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.
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:
Verify that the Site License Addendum is complete, and the Administrative
Fee has been submitted.
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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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.
Determine compliance with any other applicable requirements.
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.
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.
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.
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.
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:
Failure to Pay. Company fails to pay any sum, including Rent or taxes, due
under this Agreement.
Abandonment. Company’s failure to remove Site Equipment as further
described in Section 32.2.
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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.
Lapsed Governmental Approvals. Company fails to obtain or maintain any
Governmental Approvals required to install and operate Site Equipment.
Failure to Maintain Insurance. Company fails to maintain appropriate
insurance as required pursuant to Exhibit E.
Prohibited Assignment. Company assigns this Agreement in violation of
Section 16.
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.
Improper Construction. Company constructs Site Equipment on City Poles
without approval of a Site License Addendum.
Other Defaults. Company violates any term or covenant of this Agreement.
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.
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.
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.
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
remain liable to City for damages in an amount equal to the Rent and other sums that would have
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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.
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).
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:
Company constructs or installs any alteration or improvement without City’s
prior consent.
Company fails to make a repair on a timely basis.
Failure to meet FCC regulations.
A material breach of this Agreement.
e.Failure to provide reports or notices pursuant to this Agreement.
29.Termination.
City’s Termination Rights
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:
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;
Poses a threat to public health or safety or constitutes a public nuisance.
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
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
Agreement and to require removal of the Site Equipment from the City Poles,
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pursuant to Section 31, including the cost of any site remediation, at no cost to the
City.
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.
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.
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.
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.
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. The City’s approval of any alternative site proposed by Company shall not be
unreasonably withheld, conditioned, or delayed. 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
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Company. Company acknowledges that 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).
Company’s Termination Rights.
Company may terminate this Agreement or applicable Site License Addenda, as follows:
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
The City breaches any material term or provision of this Agreement, subject
to the cure period described in Section 30 below.
Company’s Risk of Loss; Suspension Rights.
In choosing to locate Site Equipment on City Poles, Company acknowledges
and accepts all risks, including, but not limited to:
Acts of God or third parties that may damage Site Equipment (including, but
not limited to, fires, earthquakes, storms, and car accidents).
Loss of line of sight path, including where caused by City action.
City change in the use of the City Poles.
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.
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.
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
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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.
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.
The provisions of this Section 31 shall survive the expiration, revocation, or
termination of this Agreement.
33.Records; Audits.
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.
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 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.
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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.
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.
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.
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.
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.
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.
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
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Attn: CED - Franchise
1055 S. Grady Way
Renton, WA 98057
If to Company: New Cingular Wireless PCS, LLC
Attn: Network Real Estate Administration
Site No. City of Renton Wireless MLA (WA)
1025 Lenox Park Blvd NE, 3rd Floor
Atlanta, GA 30319
With a copy to: New Cingular Wireless PCS, LLC
Attn: AT&T Legal Dept – Network Operations
Site No. City of Renton Wireless MLA (WA)
208 S. Akard Street
Dallas, TX 75202-4206
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.
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.
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.
Governing by Law. This Agreement shall be governed by applicable federal laws and
the laws of the State of Washington.
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.
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.
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.
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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.
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.
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.
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.
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.
Approved by Leslie Clark via 12/15/2020 email
Attest: _______________________________Jason A. Seth, City Clerk
Armondo Pavone
Mayor
{ERZ2126449.DOCX;6/07851.080003/ }32
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
{ERZ2126449.DOCX;6/07851.080003/ }33
Exhibit A
Pole Reservation Template
{ERZ2126449.DOCX;6/07851.080003/ } 34
Exhibit B
[Intentionally omitted]
{ERZ2126449.DOCX;6/07851.080003/ } 35
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
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
{ERZ2126449.DOCX;6/07851.080003/ } 40
Exhibit D
[intentionally omitted]
{ERZ2126449.DOCX;6/07851.080003/ }41
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 per ISO Form CG 00 01 or its equivalent,
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 liability; premises-operations;
independent contractors; products and completed operations; explosion, collapse
and underground (XCU);
Company shall specifically self-insure for pollution liability 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 covering third party claims
for bodily injury, property damage or cleanup costs as required by law, where the
pollution is caused during and by Company’s operations under this Agreement;
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 excess 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. In addition, the insurance policy shall contain a clause stating that
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coverage shall apply separately to each insured against whom a claim is made, or suit is
brought, except with respect to the rights and duties of the first named insured and the limits
of the insurer's liability. Company shall provide to the City upon acceptance a certificate of
insurance and blanket additional insured endorsement or Company’s form for self-
insurance. 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 or non-renewal of any required coverage that
is not replaced 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 certificates of insurance 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, except with respect
to pollution liability and workers’ compensation for Washington state. 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 financial report, 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.
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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
{ERZ2126449.DOCX;6/07851.080003/ } 44
Exhibit G
Contact Information
Site Equipment Manager:
Secondary Site Equipment Manager:
City Contact: