HomeMy WebLinkAboutEdge Wireless, LLC 2001-07-17 Active e
LICENSE AGREEMENT
This License Agreement is made and entered into the / 7 day of BUJ- 2001
("Effective Date"), by and between The City of Ukiah, 300 Seminary Road, U�alifornia
95482 hereinafter referred to as "City ", and Edge Wireless LLC, an Oregon limited liability
company, Attention: Sr. Real Estate Manager, 600 SW Columbia, Suite 7200, Bend, Oregon
j 97702 ("Licensee
In consideration of the mutual promises, conditions, and other good and valuable
consideration of the parties hereto, it is covenanted and agreed as follows:
1. License.
(a) As of the Effective Date, City hereby grants to Licensee a non-
exclusive License from City covering the following described Premises:
Approximate dimensions: 35 feet x 20 feet
Approximate square footage: 700
Location: . Approximately 30 feet West of the existing antenna tower at the rear of the
Police and Fire Departments, 30.0 Seminary Road, City of Ukiah, in Mendocino County, State of
California
(collectively the "Premises ") together with access for Licensee's uses from the nearest public
!i right-of-way along the City's property subject to limitations set forth in paragraph 1 (c). See
Exhibit "A" attached hereto for sketch of subject site. A description of said site produced by a
licensed surveyor or engineer will be attached as Exhibit "A" at a later date.
III (b) Prior to commencing the use of the Licensed Premises, the Licensee and
its agents, engineers, surveyors and other representatives will have the right, but not the
obligation, to enter upon the Premises to inspect, examine, conduct soil borings, drainage
testing, material sampling, and other geological or engineering tests or studies of the Premises
(collectively the "Tests") subject to limitations set forth herein, and otherwise to do those things
on the Premises that, in the opinion of Licensee, are necessary to determine the physical
condition of the Premises , the environmental history of the Premises , City's title to the
Premises, and the feasibility or suitability of the Premises for Licensee's Permitted Use, all at
Licensee's expense. In conducting any tests, inspections or other activity pursuant to this
subparagraph 1(b), Licensee shall not interfere with the regular business of the City conducted in
or around the Licensed Premises. Licensee shall consult with City on the tests or other activities
it plans to undertake and schedule and conduct those activities only as approved by City.
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(c) In consideration of City granting Licensee , Licensee hereby agrees to pay City the sum
of EIGHT HUNDRED DOLLARS ($800.00) upon execution of this Agreement and the
additional consideration and services set forth in paragraphs 2(b) and 2(f).
2. License Terms. City grants a non—exclusive License covering the Premises to the
Licensee subject to the following terms and conditions.
(a) Survey / Site Plan. Licensee may, at LicensWs expense, cause a survey,
site plan, and/or legal description of the Premises to be prepared, to father delineate and identify
the land underlying the Premises, and to attach the same as exhibits to this License Agreement.
Licensee shall furnish such survey, plan or description to City within 90 days of the Effective
Date.
(b) Use of Premises. (1) Licensee may use the premises solely for the purpose
of installing and operating a tower, antennas, equipment shelter, and related equipment
(collectively known as "Licensee's Facilities") for the transmission and receipt of radio-telephone
and other electrical signals for PCS/cellular telephone service under the FCC authorization issued
to Licensee in a manner that does not interfere with City's use of the tower for it's communications
facilities. (2) Licensee shall have a right of access to the licensed premises that includes the
placement of utility facilities underground to service the Premises in accordance with an
encroachment permit issued by the City. (3) Licensee shall not locate any other antennas on the
tower or related equipment on the licensed premises used by any other person or entity or for any
other purpose without the consent and agreement of the City. (4) Licensee shall comply with all
applicable federal, state, and local laws.
Licensee agrees to replace the City's existing communication tower with a one hundred foot (100')
high tower, the plans and specifications for which must be approved by City. Licensee shall
construct the tower in accordance with the approved plans and specifications and make it
accessible for inspection by the City during construction and upon its completion. The City shall
have the right to inspect and approve the construction as complying with the approved plans and
specifications. Licensee shall be able to locate its communication antennas and related equipment
between one City antenna located at or near the top of the tower and four other City antennas and
will install for the City (1) five omni antennas at locations agreeable to the parties, (2) base station
radios in the equipment building and (3) the necessary relocated wiring to connect the base station
radios to the new antennas. City will be entitled to use one rack in Licensee's equipment shelter
and Licensee shall install the City's equipment in that rack in accordance with the City's
instructions. Licensee shall remain the owner of tower, equipment shelter, and its equipment
installed on the tower or inside the equipment shelter. Upon termination of this Agreement by
Licensee (other than as a result of a material breach by City) or if Licensee provides notice that it
will not exercise any of its options to renew this License, the tower and shelter shall become the
property of the City. If the City terminates this License (other than as a result of a default by
Licensee), the tower and shelter shall remain the property of Licensee.
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(m) Mutual Indemnification, Licensee shall indemnify and hold City harmless from
and against any loss, damage, or injury caused by, or on behalf of, or through the fault of the
Licensee, or in any way resulting from Licensee's presence upon City's lands. City shall
indemnify and hold Licensee harmless from and against any loss, damage, or injury caused by,
or on behalf of, or through the fault of the City. Nothing in this Article shall require a party to
indemnify the other party against such other party's own willful or negligent misconduct.
(n) Insurance. Licensee shall comply with the Insurance Requirements set forth in
the attached Exhibit C which is incorporated herein by this reference.
(o) Opportunity to Cure Non-Monetary Defaults. Except as otherwise provided in
2.1(i), if City or Licensee fails to comply with any non-monetary provision of this License
Agreement which the other party claims to be a default hereof, the party making such claim shall
serve written notice of such default upon the defaulting party, whereupon a grace period of thirty
(30) days shall commence to run during which the defaulting party shall undertake and diligently
pursue a cure of the default. Such grace period shall automatically be extended for an additional
thirty (30) days, provided the defaulting party makes a good faith showing that efforts toward a
cure are continuing.
3. Transferability of Licensee's Interest. Licensee's interest under this License
Agreement may only be assigned in connection with the transfer of Licensee's FCC
authorization to operate a communications facility at the Site and with the City's prior written
consent, which consent shall not be unreasonably withheld.
4. Sublicensins. Upon giving City fourteen (14) days' prior written notice, and with
City's consent which consent shall not be unreasonably withheld, Licensee may procure co-
licensees to the use of the tower, building, and ground space upon the Premises. City shall agree
to license said co-licensees to use the Premises under terms which are consistent with the terms
of this Agreement and Licensee shall be entitled to a fee from City equal to fifty percent (50%)
of the license fees collected from any such co-licensees.
5. Execution of Other Instruments. City agrees to execute, acknowledge, and deliver
to Licensee other instruments respecting the Premises, as Licensee or Licensee' s lender may
reasonably request from time to time, provided that any such instruments are in furtherance of,
and do not substantially expand, Licensee's rights and privileges herein established. Such
instruments may include a memorandum of License Agreement which may be recorded in the
county land records. City also agrees to reasonably cooperate with Licensee's efforts to obtain
all private and public consents related to Licensee's use of the Premises, as long as City is not
expected to bear the financial burden of any such efforts.
6. Quiet Enjoyment. City covenants that Licensee shall have quiet and peaceable
possession of the Premises throughout the License Agreement term as the same may be
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IN WITNESS WHEREOF, the parties hereto bind themselves to this License Agreement as of
the Effective Date.
CITY: LICENSEE:
The City of Ukiah Edge Wireless, LLC
By: By:
Printed: a644,V 04(noc . 0.85 Printed:
Title: li/77�1 �?J/3.LJ.�GE�'' Title: Director of Systems Development
STATE OF Ot.v ) ss
COUNTY OF eSckd )
On IQ7A� /�j ? l before me, 1 I Q � n� Notary Public, personally
appeared ,o .R actor of Systems Deve opmenf personally known to me (or proved
to me on the asis o satisfactory evidence) to be the person(o whose name(d) is/aFe-subscribed
to the within instrument and acknowledged to me that he/sue—executed the same in
his/herAheir- authorized capacity(Usj and that by his/herfthei signature(.e'} on the instrument the
person() or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my h d an al seal.
OFFICIAL SEAL
Signature DIETER TAYLOR
NOTARY PUBLIC-OREGON
4, N
COMMISSION NO. 336934
MY COMMISSION EXPIRES JULY 27, 2004
STATE OF CALIFORNIA )
) ss
COUNTY OF /I'/EsU2)Da1A10)
On `/1/ '714) I before me, 127,40elZ Zak11.14, Notary Public, personally
appeared /�AelJ�.ar'"� 61e 5/ 9 �A personally known to me (or proved
to me on the basis of satisfactory evidence) be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument the
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person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signatures Kam®
MARIE ULVILA
apae�E! 121510E
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FIRST AMENDMENT TO LICENSE AGREEMENT
This First Amendment to License is made and entered into this L day of J fLe� 20052 by and
between The City of Ukiah ("City") and Edge Wireless, LLC, (Licensee,).
WHEREAS, City and Licensee are parties to a License Agreement dated July 17, 2001 covering certain real
property located in Mendocino County, California, and commonly known as Ukiah DT (the "License").
WHEREAS, City and Licensee desire to amend the License to reflect Licensee's replacement of two (2)
existing antennas and the installation and operation of one (1) additional antenna on Licensee's tower as
follows:
NOW, THEREFORE, effective upon full execution of this First Amendment to License Agreement, the
License is amended with regard to the following Exhibit:
1 . Exhibit A, page 3 of 4 is hereby replaced with Exhibit A, page 3 of 4 attached hereto.
The terms and conditions of the License shall remain in full force and effect as modified by this First Amendment,
City Licensee
Bri� Pri
Printed�'an�dace Ho>sley� Prin � � illy
Title: City Manager Title: D or of Syst Development
Date: =31 Date:
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RACKaW. GENERATORRAGREEMEN1'
This 13ack;Up Generatpr.Agkeement is tle 8ndentered iota rho day of June 2001
("Effective Date'), by and 6et ,'itlie City off, 00 Seminary Roai Ukiah, California
95482 ("City ') and Edge*nett ss LLC, an Oregon, limited liability company, Attention: Sr.
Real Estate Manager, 600 SW'Columbia, Suite 9200, Bend, Oregon 97702 ("Edge
REWALS: .
1. City ad Edge have•entered a License Apebment under which Edge will construct a
100 foot tower for communications enteanas, includ�S Wireless Telephone antennas used
by Edges and an equipment building tahouse communications equipment, including equipment
used by Edge.
I The property which Edge is authorized to use underits License Agreement withiCity
is located atthe Ukiah Civic Center.
3, As a provider of wirelcps telephone service Edge requires aback up generator which
can provide electrical power to its coimmunications ;q Apment in the event of an interruption in
or loss efregular electric service,
4. The City maintains a back-up diesel generator at the Ukiah Civic Center for use when
the Civic Center experiences a loss of or interruption in regular electric service.
S. The City is willing to mdrethet backupdie,9el generator ayaikableto Edge foruse
during the term ofits license under the License Agreement, provided Edge pays all costs
associated with its use of the City's diesel generator.
AGREEMENT:
In consideration of and reliwe upon the above recitals and the terms and conditions as
la rther stated herein, the parties agree as follows:
I. The City will fcunksh•Edge with emergency electrical power for its communication$
equipment located on property Edge has licensed fromfhe City (the "licensed premises'), during
such time that all of the following.conditions are met
. i
A. the City maintains a diesel generator pt the Ukiah Civic Center with suffbient '
excess capacity above the City's rqukemems for emergency power generation w satisfy the
needs of Edge for an emergency power source for its communications equipment on the licensed
premises;
S. The License Agreement remains in effect; and
C. Edge makes all payments required by this Agreement in accordance with this
Agreement.
2. Edge shall pay a fee for the availability and use of the back-up power provided under
this Agreement equal to the actual cost of faiaishing power to Edge during emergencies, payable
within ten (10) days after the City provides Edge with a bill for such costs.
gav
Edge expressly agrees that the City,may tcrminato .Agreemeg of any tae that itdetemd gas,
in its sole discretion, that the diesel generator doe went catscity.to.pro
emergency power to Edge, Woundless dum; lday$ priorwrittenrtodc M of RVWCity
terminates this Agreement pcior#gtenriinakionofthe icomse AgreemetstArif the City is
otherwise unable to provide emergency power to Edgp, Edgeshall be entitled to use aportable
backup generator to provide eleetricity to its equ ipmebtin the event of a power outage.
34 Edge will receive backup power in emergencies only as part of the same emergency
power system operated by the City for the Civic Cm*, Edge understands and agroesthat the
diesel generator is designed to oommence operation dtttbmatically, when there is anintermpdon
or loss of power at the Civic Ce*r, but there is aWifpedodafiftibepower loss or Weauptlon
before the diesel generator begins producing emergency power. Edge expressly assumes the risk
of any damage to its equipment, data or software caused by this interruption of power.
A. Edge hereby waives and releases the City from any claimfordamages or loss
resulting or alleged to result 5owxlte provision ofem gency power wader thisAgwinent or the
f8ilure of the City to famished 04eelcy power h no , regardless o£thb cause. This waiver
and release extends to any such cWaor damage based on any actor omission Otte
j City or its officers, agents, employees, contractors or vphmteers and whether based on strict
!• liability, negligence, gross negligence or intentional wrongdoing.
B. Edge shallpio.W and defend the City against any claim for money made by
third parties, including customers of Edge or its affiii*s or contractors, against the City, if the
claim is based on the City's obligation to famish ems$ ncy power under Ws Agreeament,
regardless ofwhether the act or omission involves stndt Lability or allegedlynegllgent qr ,
intentionally wrongfid acts oromisOgns of the City or its officers, agents, etrtployees, contractors
or volunteers. All obligations iatgosedon Edge by M Subparagraph B will extend to the City
and its officers, agents, employoes,aid coutractors.
Under its obligation to defend the City, Edge shall provide at its expense suchattomeys,
investigators, consultants, expertsot.bthw professional§ as may be necessary to defend any such
claim or demand and shall pay 41 oxpeases associated*46 such defease, including any expanses
inewrred by the City to-assist orparilcipate in such defgase. if Edge fails to provide competent
representation whon.seen my to prevent any prejudi to the City's int s, the City may
retain such services and incur ssch expenses as may be, onably prWerit to}ngtect its interests
and Edge shalt pay any such e3licandincured by the qity witlk30 days of die date the City
provides the Edge with written notice of the expense and a demand for payment.
In agreeing to indemnify City under this paragraph, the edge " pay spy settlement or
judgment resulting from a claim; demhnd, cause of action or suit covered by this agreement to
indemnify the City.
This indemnification and hold harmless provision ofthis Agreement shall remain in effect, even
if the Agicemeru is otherwise Whoinated or My perforined
4. This Agreement shall be governed by the t" of the State of California. Any action
filed by either party arising out oftbis Agreement 9M ire filed in the state courts in Mendocino
County, each party consenting to the jurisdiction and venue of such courts.
till
5. M'iscelianeous:
51. Edge AM aatudgn any Wercois thisAftemeakead $hah not transfer
say iaterestin the some (wh 4mjW assignment or novation); Vtit6ut thepttor W&M consent
of the City, provided that no.00risp tshall be iegiured for asslgpmentof this �lfgreenteatta a
permitted assignee of the Liegement
52 The pardeshereby agree that an appppiicableMersk State and local Hiles,
regulations and guidelines not wn teninto this Agreehteat shall hepeby pievaii duriagthe period .
of this Agreement.
5.3 This Agreement contains the eatiue agreement among rite parties and
supersedes all prior and contetgpomnoaus oral and written agreements, wtderstandtggs, and
aepmmtstions amtmgthe pal*. NoamendmoW toibis Agreement shah bebuL&S unless
executed in writing by an ofthe parties.
5.4 No waiver of my ofthe provisi .n� oftbis Agtcemerrt shall be deerped, or
shop constitute a waiver of any other provision,mar no any waiveroonstitute aeontinuiug
waiver. Nowaiver shall be•bindiggtmless executer) in writing by the party matting the waiver.
5.5 Whenever notice, payment or othe* communication is required orpmWtted
underd& Agreement it shall be deemed to have bom1givea wden personally delivmd orwbm
deposodmthe United Sates mailvdthpmpm first class postage affixedthereto and addressed
as stated in the fast paragraphofd& Agreement.
5.6 This Agreement may be executed in oat or more duplicate originals bearing
the original signature of both pwdes and when so executed any such duplicate original shall be
admissible as proof of the existence and terms ofthe Agreement between the parties.
WHEREFORE, the parties have entered this Agreement on the date first written above.
THE CITYOF UKL4B ' FAGE Wll MS%LLC
Printed: Candace Horsley Printed: 1
Title: City Manager. Title:
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LEASE N0.
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STRIJCTM NG,' _
` to the Master Lease Agreement between United. States Cellular Corporatiop, a Delaware '. .
corporation.and its wireless communications of ftatei (collectively" onatif), and r
AT&T Wireless Services; Inc, a Delaware corporation ("AT&T Wireless;' arid; toget(ier
with its wireless communications affiliiat&s, collectively "Landlord').
Site Lease Avremi ent.
1 . Site No./Name: AT&T — EMA T2995611fthR% olice
US CelhdarL; 5684161 Ukiahl
2. Name of Tenant: California Rrsrai Service in C01bgda + trbbra�{tta
3. Site Address: (street address and legal description - attacb.if nec6ssary).
f:
300 SemenarvRoad Ukiah 1Vlendocino County CA 954382
.(
A. Site Latitude and Longitude: $91 $' 48192" N t 123° 12' 37 908". Vi. :s
:
5. MonthlyRent:tO un'dr
ire� onsaa w � ' Od/IOQDollats 1r^b00.0
^K �A -- „r' .+ �, yr F k . a:, x .x ' ar 3 ? :. •.
: Befit h ailm
crease"btbnaerc i f10%)'eachettri �avinent=remtttaiic ,�ailares§: " • „ j
``-ATFI.I'al\+Iobiltty�Attn �0=1o�Ati�. P.dD �Box 97079>� ` �
Redmond WA 98073-9779
6. Term: Five ears wit 5 renewal tends.of Five 5 ears each, ee
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paragraph 4 o€Master LeasoAl reement for Co- ` cement Bate of this Slte Lease
Agreement.
7. Site Landlord-Owned: or Landlord-Leased: _ YX or Other
If leased, Term of Underlying Lease: D_^ .Me (251 years: Five'f5j year
initial term commencing 07i17/20i with four (4) rbnew6l terr}is of film(5) veers
each
8. Special Access Requirements: NIA
9. Existing Mortgages, etc.; N/A
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10. Existing Environmental Issues: N/A
11. Landlord Contact for Access for Emergency: WC —(800) 832.6662
12. Tenant Contact for Emergency Bernie Gdbben — (54118214533
13. Tenant's Address for Notice Purposes: California Rural Service Area #1
Attn: Real Estate Department 8410 West=i= Avenue Suite 700,
Chicago W60631 -
14: This is an SLA pursuant to that certain Master Lease Agreement between
USCC and its affiliates and AT&T Wireless Services.lInc, and its affiliates dated
July 31 3, AT&T Lessor represents that it has o pay t e rime la 'd ord
additional fees (hereinafter, "Revenue Share Fees' specificaitlr to acelmmodate
USCC's (Lessee's) tenancy. AT&T and USCC do not O¢ree on the abiiaaLion if
any, of USCG to reimburse AT&T for these Revenue Share Fees.. AT& reserve's
all rights to seek arbitration of the foregoing disadeement in accordance with
Section 22 of the Master lease Agreement. AUNexecution of this ah shag
not be deemed a waiver of Ws right to seek such arititration. In the event of
conclusive arbitration which ftereniftes the obli at on of USCC to reimburse
AT&T for Revenue Share obleations. USCC will be ieguired to ogy su fees
from the commencement dateof this SLA through the earlier of theteritt(nation of
(1) Mrs obligation to nay such Revenue Share amount, or (iii this SLA. The
amount of the Revenue Share relating to this SLA f$ Six Hundred and xx/100
Dollars (5600.001 escalating at the same rate and fiieouencv as USCC's rent under
4 this SLA.
R E M AND E R QE PA G E I!W T E�IONL A NE
SIGNATf/REPAGET(1 FOLLOW
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Landlord: Edge Wireless, LLC
By: AT&T Mobility Corporation
Its: Manager
By:
Namai rl C Bc &
Utah l ktsvork, Director
Date: / p:
Tenant: California Rural Service Area #1,
Inc. !
By
Name. Steve T.Cambell
Title: Vice Pres`da ►t& reasurer �,
Date: /e i
Attachments: Exhibit 1 : Description of AntennasMishes Location(s)
Exhibit 2: Description of Wireless Facilities Shelter/ RoomlCabinet
Location(s)
Exhibit 3: Plans and Specifications
Exhibit 4: Survey and Existing Liens, Rights of Way,
Basements and Mortgages
Exhibit 5: Cwwnt Wireless Communications Uses of Site
Exhibit 6: Prime Lease 1
Exhibit 7: Legal Description
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