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Verizon aka Cellco Partnership - 2019-11-08 - CROSS REF
COU No. 1 E 4' /77 AGREEMENT BETWEEN THE CITY OF UKIAH AND CELLCO PARTNERSHIP, D/B/A VERIZON WIRELESS FOR THE USE OF LICENSOR PROPERTY IN CONNECTION WITH THE OPERATION OF A WIRELESS NETWORK This Agreement is made and entered into by and between the City of Ukiah, a municipal corporation ("Licensor") and Cellco Partnership, a Delaware general partnership, d/b/a Verizon Wireless ("Licensee"). Licensor and Licensee may be referred to herein individually as a "Party" or collectively as the "Parties." RECITALS This Agreement is made with reference to the following Recitals, each of which is deemed to be a material term and provision of this Agreement: A. Licensor is the owner of certain municipal facilities located in the public rights-of- way situated within the city limits of the City of Ukiah, California. B. Licensor also shares the use of certain non -municipal facilities located in the public rights-of-way situated within the city limits of the City of Ukiah, California, pursuant to the Ukiah Joint Use Agreement. C. Licensee is duly organized and existing under the laws of the State of California, and its lawful successors, assigns, and transferees, are authorized to conduct business in the State of California. D. Licensee desires to construct, operate and maintain communication sites from Licensor -owned and non -owned poles situated in said public rights-of-way and, for such purpose, desires to locate, place, attach, install, operate, control, and maintain antennas and other related wireless communication equipment consistent with small cell technology on Licensor -owned and non -owned poles in said public rights-of-way. E. Licensee will agree to comply with Licensor's public rights-of-way use requirements as provided herein and as required in applicable site supplement agreements. F. Licensee is willing to compensate Licensor in exchange for a grant and right to use and physically occupy portions of the poles and/or the public rights-of-way as provided herein. AGREEMENT 1. Definitions and Exhibits. Definitions. For the purposes of this Agreement and all Exhibits attached hereto, the following terms, phrases, words and derivations shall have the meaning given herein. 1 Ukiah/Verizon Wireless Master Agreement 11318824_2 (a) Agreement means this Agreement for the Use of Licensor Property in Connection with the Operation of a Wireless Network. (b) Attachment Fee or Pole Attachment Fee means that fee described in Section 4.1 of this Agreement. (c) City means the City of Ukiah. (d) Code means the Ukiah City Code and applicable federal and state codes. (e) Equipment means Small Cell antennas and other wireless communications equipment utilizing small cell technology that is specifically identified and depicted in Exhibit 1 attached to each Site Supplement. (f) EUSERC Requirements means requirements set forth by the Electric Utility Service Equipment Requirements Committee. (g) Hazardous Substance means any substance, chemical or waste that is identified as hazardous or toxic in any applicable federal, state or local law or regulation, including but not limited to petroleum products and asbestos. (h) Interference means physical interference and radio frequency interference. (i) Laws means any and all applicable statutes, constitutions, ordinances, resolutions, regulations, judicial decisions, rules, permits, approvals or other applicable requirements of Licensor or any other governmental entity or agency having joint or several jurisdiction over Licensee's activities under this Agreement or having jurisdiction that is applicable to any aspect of this Agreement, including the Code, that are in force on date of the execution of this Agreement, and as they may be lawfully enacted, issued or amended during the term of this Agreement. (j) Municipal Facility or Municipal Facilities means those Licensor owned streetlight poles and utility poles located in the ROW that are designated or approved by Licensor as being suitable for placement of Equipment and over which Licensor exercises control, including under the Ukiah Joint Use Agreement. (k) Non -Municipal Facility or Non -Municipal Facilities means those non - Licensor owned streetlight poles and utility poles located in the ROW that are designated or approved by Licensor as being suitable for placement of Equipment and over which Licensor is a permitted user under the Ukiah Joint Use Agreement. 2 UkiahNerizon Wireless Master Agreement 11318824_2 (1) Permit means a permit issued and described in accordance with Laws, which is used to regulate, monitor and control improvement, construction or excavation activities, or other work or activity, occurring upon or otherwise affecting the City ROW. (m) Physical interference means where equipment, vegetation or a structure causes reduced use of another's prior mounted equipment, or an obstruction in a necessary line -of -sight path. (n) Radio frequency interference means the radiation or conduction of radio frequency energy (or electronic noise) produced by electrical and electronic devices at levels that interfere with the operation of adjacent equipment. (o) ROW means the surface of and the space above and below roads, streets and alley rights-of-way and public utility easements now or hereafter located and existing within the city limits of the City of Ukiah, California, and dedicated or accepted for public use by the City or in which the City has a right of use for public purposes, and, subject to the consent of Licensor, other public ways of any type whatsoever now or hereafter located and existing within the city limits of the City of Ukiah, California. (p) (q) Site Supplement means the form of the license granted by this Agreement, described in Section 2 below, and shown on Exhibit A. Small Cell means compact communication sites in a mobile network but providing a smaller coverage area than traditional macrocells. (r) Term means the period that this Agreement is in effect as described in Section 3.1 of this Agreement. (s) Ukiah Joint Use Agreement means the Agreement dated January 3, 1918, as amended by an Agreement dated October 10, 1930, among Licensor, the predecessor to AT&T and a subsidiary of Comcast Corporation, under which Licensor owns and shares poles within the ROW. (t) Ukiah Joint Use Agreement Parties means the other parties to the Ukiah Joint Use Agreement whose consent is required prior to any use by Licensee of Non -Municipal Facilities. 1.2. Exhibits. The following numbered documents, which are occasionally referred to in this Agreement, are formally incorporated and made part of this Agreement by this reference: (a) Exhibit A: Site Supplement. 3 UkiahNerizon Wireless Master Agreement 11318824_2 (b) Exhibit B: Minimum Limits of Insurance. (c) Exhibit C: Ukiah Joint Use Agreement. In the event of any conflict or ambiguity between this Agreement, including the above -referenced exhibits (the "Exhibits"), and any other agreement between Licensor and Licensee, then this Agreement, together with the Exhibits, shall govern and prevail. In the event of any conflict or ambiguity between this Agreement, including the Exhibits, and any Site Supplement, then this Agreement shall govern and prevail unless otherwise stated in the Site Supplement. 2. Site Supplement Granted and Terms. 2.1. Scope. Licensor, acting in its proprietary capacity as the owner of Municipal Facilities in the ROW, does grant to Licensee a non-exclusive license to use the Municipal Facilities identified in Exhibit 1 to each Site Supplement to attach, install, operate, maintain, upgrade, remove, reattach, reinstall, relocate and replace the Equipment that may be required or desired to operate a Small Cell site (the "Site Supplement"). This grant is subject to the terms, conditions and other provisions set forth in this Agreement, to applicable provisions of the Code, the requirements of Licensor issued Permits, any applicable provisions of the Ukiah Joint Use Agreement and all applicable Laws and reasonable regulations of any regulatory agency having competent jurisdiction. 2.2. Use of Licensor Property. The Site Supplement allows Licensee to access, occupy and use allocated available space on the Municipal Facility pole identified in Exhibit 1 to each Site Supplement to attach, install, operate, maintain, upgrade, remove, reattach, reinstall, relocate and replace the Equipment, as depicted in such Exhibit 1, solely for the purpose of Licensee operating a Small Cell site. Subject to any limitations and conditions required by this Agreement or by any Permit or approvals issued by Licensor in association with any installations, including, without limitation, any conditions reasonably required by Licensor to address impacts on private property adjacent to the applicable Municipal Facility pole, the Site Supplement also allows the installation, operation and maintenance of ground based, pad mounted equipment cabinets and/or power pedestals needed for the operation of Equipment attached to any of the Municipal Facilities, together with any related conduit, cable or wiring, with the location of any such cabinet or pedestal determined in connection with the issuance of any Permit (if needed). With limited exceptions, such as in case of emergency, Licensee shall have access to the Municipal Facilities upon which Equipment is installed twenty-four (24) hours a day, seven (7) days a week, provided, however, if such access requires entry onto private property or unduly interferes with access to or the quiet enjoyment of private property, Licensee shall coordinate its access with the owner or occupant of such private property to avoid or minimize the impacts of the use. 4 UkiahNerizon Wireless Master Agreement 11318824_2 2.3. Limitations on Use. Except as otherwise expressly provided herein, the Site Supplement does not authorize Licensee to: (a) Occupy or use any poles, improvements or structures of any kind, or any underground areas, whether within or without the ROW, other than the items depicted in Exhibit 1 attached to a Site Supplement; (b) Occupy or use any poles, improvements or structures of any kind, whether within or without the ROW, that are located within one hundred feet (100') of any traffic light controlled intersection; and, (c) Subject to Section 2.5 below, enter upon public property and attach, install, operate, maintain, upgrade, remove, reattach, reinstall, relocate, and/or replace any item of equipment in or on poles or other structures not owned by and under the control of Licensor and located within the ROW, unless Licensor is a permitted user under the Ukiah Joint Use Agreement. 2.4. Alterations. If Licensee proposes to install Equipment which is different in any material way from the then -existing and approved Equipment, then Licensee shall first obtain the written approval for the use and installation of the unauthorized Equipment from an authorized representative of Licensor. In addition to any other submittal requirements, and if requested by Licensor, Licensee shall provide "load" (structural) calculations for all Municipal Facilities upon which it intends to modify Equipment in the ROW. Notwithstanding the foregoing, Licensee may modify its Equipment with like -kind or similar Equipment in accordance with any Permit issued without prior written approval of Licensor. 2.5. Additional Installations. If adequate Municipal Facilities do not exist and existing Municipal Facilities cannot be upgraded to be made adequate for the attachment of Equipment, Licensee may install its Equipment on the Non -Municipal Facilities or other poles in the ROW lawfully owned and operated by third parties. Subject to obtaining the written permission of the Ukiah Joint Use Agreement Parties or other owner(s) of the affected property and any required Permits (and paying any fees approved in advance by Licensee), Licensor hereby authorizes and allows Licensee to enter upon the ROW and to attach, install, operate, maintain, remove, reattach, reinstall, relocate and replace Equipment in or on Non -Municipal Facilities or other poles or other structures lawfully owned and operated by the Ukiah Joint Use Agreement Parties or other public utility companies or property owners located within or outside the ROW as may be permitted by such parties and the Ukiah Joint Use Agreement, if applicable. In such situation, a Site Supplement shall be required but a Pole Attachment Fee need not be paid. Licensee shall furnish to Licensor documentation in a form acceptable to Licensor of such permission from the individual utility or property owner responsible. Further, where Municipal Facilities exist that can be made adequate for the attachment of Equipment, Licensee may not install new poles or structures or create a parallel path or route 5 Ukiah/Verizon Wireless Master Agreement 11318824_2 for its equipment, provided, however, that Licensee may install additional poles or structures if necessary to complete a path or route where existing Municipal Facilities terminate. Nothing herein is intended to limit (i) any rights Licensee may have in accordance with Laws or the Code to install its own poles in the ROW if Licensor and Licensee are unable to mutually agree to enter into a Site Supplement, or if adequate Municipal Facilities do not exist and existing Municipal Facilities cannot be upgraded to be made adequate for the attachment of Equipment subject to necessary Permits, or (ii), except as otherwise expressly set forth herein, any rights of Licensor under Laws or the Code to regulate and charge for the use of the ROW or to regulate the use of property outside the ROW. 3. Term of Supplements and Agreement; Cancellation; Termination; Removal or Abandonment at Expiration. 3.1. Agreement Term. This Agreement shall be in effect for a period of no less than ten (10) years commencing on the date that this Agreement is fully executed (the "Execution Date"). The Agreement shall automatically be extended for three (3) additional five (5) year terms (each, an "Agreement Renewal Term") unless Licensor or Licensee provides written notice to the other party of its intent not to extend at least ninety (90) days prior to the end of the applicable term, provided, however, that at the time of the extension, Licensee is not in Default, after written notice and the expiration of any applicable cure period, under this Agreement. 3.2. Supplement Term. Each Site Supplement shall be in effect for a period of ten (10) years commencingon the "Commencement Date" determined in accordance with each Site Supplement, and expiring on the day before the tenth (10th) anniversary of the Commencement Date unless sooner cancelled or terminated as provided herein (the "Supplement Term"). Provided that Licensee is not in Default of the Site Supplement, the Supplement Term will automatically be extended for up to three (3), successive, five (5) year periods (each, a "Supplement Renewal Term"), with the first five (5) year extension of the Supplement Term commencing immediately upon the expiration of the initial period of the Supplement Term, and each additional five (5) year extension of the Supplement Term commencing immediately upon the expiration of the preceding additional period of the Supplement Term unless notice of non -extension is provided to Licensor by Licensee prior to the commencement of the succeeding Supplement Renewal Term. All of the provisions of this Agreement shall be in effect during the Supplement Term and any extension of the Supplement Term regardless of whether or not the term of the Agreement has expired. No new Site Supplement shall be entered into during the last Agreement Renewal Term unless an amendment to this Agreement has been entered into extending the Term. 3.3. Cancellation. 6 Ukiah/Verizon Wireless Master Agreement 11318824_2 (a) Licensee may cancel this Agreement or any Site Supplement before the date of expiration by providing Licensor with ninety (90) days express written notice of cancellation. Any prepaid Pole Attachment Fee shall be retained by Licensor. This Agreement and all Site Supplements may only be cancelled or terminated as provided in this Agreement or any Site Supplement. (b) Except as otherwise provided herein, Licensor may terminate this Agreement, or at Licensor's election, any Supplement, for Cause upon ten (10) days' prior written notice sent by Licensor to Licensee; in that event, Licensor may exercise its legal rights and/or equitable remedies hereby reserved under this Agreement or in law or equity at any time, including, without limitation, the right to recover any uncollected annual costs and fees that would be due and payable by Licensee to Licensor if this Agreement had not been terminated during the Term for Cause. A termination for cause ("Cause") means: (i) Licensee has failed to cure a material Default of this Agreement within thirty (30) days after it receives the Licensor's notice of Default, or, if the Default can be cured and such cure reasonably requires more than thirty (30) days to achieve, fails to commence such cure within the specified period but, thereafter, diligently continues such cure until completion thereof; (ii) the California Public Utilities Commission, the Federal Communications Commission ("FCC") or other agency exercising jurisdiction over Licensee has, by final order or action that is no longer subject to appeal, terminated or otherwise revoked the Licensee's approval, authorization, certification or license to operate the Equipment, to provide communications service, or to transact business; or (iii) the Licensee's authority to do business in California has expired or is rescinded or terminated by final order or action that is no longer subject to appeal. 3.4. Changes in Law. The Parties acknowledge that the subject of wireline and wireless communications facilities in the context of pole attachments has been addressed and continues to be addressed by federal and California authorities. If, during the term of this Agreement, a Law is adopted, amended or repealed and is made binding upon the City and is applicable to this Agreement, then the Parties agree to negotiate in good faith an amendment to this Agreement (or a new agreement, as the case may be) to the extent necessary (if at all) to comply with such Law. If the Parties cannot mutually agree to an amendment to this Agreement (or a new agreement) within three (3) months after a Party receives the other Party's request to negotiate an amendment to this Agreement (or a new agreement, as the case may be) pursuant to this Section, then the Parties will agree to submit the dispute to mediation and non-binding arbitration under mutually acceptable terms and conditions. 3.5. Abandonment. If Licensee abandons the use of a Municipal Facilities location for a period of six (6) or more consecutive months, the Equipment for such Municipal Facilities shall be removed at the expense of Licensee. In the event Licensee is 7 Ukiah/Verizon Wireless Master Agreement 11318824_2 unable or refuses to remove such Equipment when requested by Licensor, Licensor may authorize removal upon thirty (30) days' notice to Licensee and Licensee shall be responsible for all costs incurred for such removal and shall reimburse Licensor within forty-five (45) days of the Equipment removal. 4. Fees and Charges. Licensee shall be solely responsible for the payment of all fees and charges in connection with Licensee's performance under this Agreement, including those set forth as follows: 4.1. Pole Attachment Fee. Licensee shall pay to Licensor an annual fee for each Site Supplement pursuant to the following table: Year: Pole Attachment Fee: 2018 $94.00 2019 $97.00 2020 $100.00 2021 $103.00 2022 $106.00 2023 $109.00 2024 $112.00 2025 $115.00 2026 $118.00 2027 $122.00 2028 $126.00 2029 $130.00 2030 $134.00 The initial Pole Attachment Fee for each Site Supplement shall be due as of the Effective Date of each such Site Supplement, and shall not be prorated for any partial initial year. Thereafter, the Pole Attachment Fee for each Site Supplement shall be due on or before January 1 of each year during the Supplement Term (or until such earlier time as such Site Supplement is terminated). Notwithstanding the foregoing, Licensor and Licensee acknowledge and agree that the initial Pole Attachment Fee payment for any Site Supplement hereunder may not actually be paid by Licensee until sixty (60) days after the Effective Date of such Site Supplement. Commencing on January 1, 2031, the annual Pole Attachment Fee shall be increased by three percent (3%) annually over the rate previously in effect, such amount to be rounded up or down, as applicable, to the nearest whole dollar. Licensor also hereby agrees to provide to Licensee (i) a completed, current version of Internal Revenue Service Form W-9, or equivalent; and (ii) complete and fully executed state and local withholding forms if required. 8 UkiahNerizon Wireless Master Agreement 11318824_2 4.2. Permit and Additional Charges. No payment is collected under this Agreement for any Permit issued in connection with the installation of Equipment at any Municipal Facility. Permit requirements, fees and charges are solely governed by the requirements imposed by the Code and approved policies and procedures. Fees and charges for any such Permit will be collected at the time such a Permit is applied for and issued. In the event work will be required to be done by Licensor in connection with the installation of any Equipment (cable pulls, transformer connections/upgrades, etc.), Licensee will be responsible for payment to Licensor for such work, which work shall be approved in advance by Licensee. The cost of said work will be based on a time and materials basis and payment shall be made to Licensor within forty-five (45) days of submittal of the invoice to Licensee for the work. Determination of any necessary work to be done by Licensor will be established at the time each Site Supplement is negotiated, approved and a subsequent application for new service is received by Licensor, and shall be stated in the Site Supplement. 4.3. Taxes. Licensee shall pay all applicable city, county and state taxes levied, assessed or imposed by reason of this Agreement or those related to any of Licensee's Equipment and/or provided services. Pursuant to California Revenue and Taxation Code section 107.6, Licensee is advised that it is solely responsible for the payment of possessory interest taxes due under Revenue and Taxation Code section 107 et seq. 4.4. Electric meter. Licensee shall install or cause to be installed a separate electric meter on a ground mounted pedestal or on Licensee's pad mounted equipment cabinet as required by the EUSERC and Licensor. Licensee shall be responsible for paying all applicable costs to provide service, including energy rate charges for any electricity furnished by a utility to the Equipment. In lieu of installing a meter, Licensor may, at its sole discretion, provide electricity to Licensee under any particular Site Supplement. In this event, Licensor and Licensee may mutually agree to a monthly fixed estimated kilowatt hour usage per service location based upon the proposed equipment electrical ratings and a calculated electricity usage based on other metered sites utilizing similar equipment, which fixed kilowatt hour usage amount shall be stated in the applicable Site Supplement. Licensee shall pay Licensor within thirty (30) days after receipt of an invoice from Licensor for any such fixed kilowatt hour usage, or metered kilowatt hour usage if the provision of such service is metered or submetered, at the applicable commercial rates in effect at the time of the billing, including the cost per kilowatt hour and other charges included in the applicable commercial rate. All invoices for electricity consumption shall be sent by Licensor to Licensee at Verizon Wireless, P.O. Box 2375, Spokane, Washington 99210-2375. Said fixed kilowatt hour usage will be subject to change following any alteration to the proposed equipment electrical ratings. 9 Ukiah/Verizon Wireless Master Agreement 11318824_2 4.5. Payments Made. All fees and/or additional payments shall be payable to Licensor. All payments shall be in lawful money of the United States of America, and shall be by check only—electronic funds transfer or credit card payments will not be accepted. 4.6. Late Fee. Any Pole Attachment Fee or other fee due by Licensee hereunder that remains unpaid for more than thirty (30) days after receipt of notice from Licensor of the non -receipt thereof shall be subject to interest at the rate of one percent (1 %) per month until paid in full. Further, Licensee's failure to pay any Pole Attachment Fee or other fee, including accrued interest, during such thirty (30) day period shall be treated as a material Default under this Agreement. 5. Additional License and Permits Required by Code. To the extent not in contravention of any applicable Law, all of the Equipment will be installed, operated and maintained by or on behalf of Licensee in accordance with applicable provisions of the Code regulating wireless communications facilities. Licensee or its designee will be required to apply for and obtain a Permit issued by Licensor for work performed within the ROW, and the ROW will be used according to the plans submitted by Licensee and approved by Licensor in issuing a Permit. Execution of this Agreement or any Site Supplement does not constitute the issuance of a Permit. Additionally, Licensee will be required to submit an application for new electric service for each installation in accordance with all policies of Licensor and Licensor's electric utility. 6. Basic Design and Installation Requirements for Using Municipal Facilities. The basic design of the Equipment will be depicted in Exhibit 1 to each Site Supplement. All of Licensee's construction and installation work for its Equipment on the Municipal Facilities shall be performed at Licensee's sole cost and expense and in a good and workmanlike manner, in accordance with any applicable industry standard, in accordance with Licensor standards, and promptly completed. When Licensor and Licensee have agreed on an existing Municipal Facility location as a suitable site for Licensee's Equipment but the existing Licensor -owned pole needs to be replaced or modified to accommodate the Equipment, then Licensee shall pay to Licensor all costs related to replacing the Licensor - owned pole and/or other work to accommodate the Equipment on the pole, including but not limited to installation of the replacement pole (the "Replacement Pole"), any required relocation of wires and equipment using the pole, whether used by the Ukiah Joint Use Agreement Parties or any other user, transfer of the streetlight fixtures and/or other items attached to the existing Licensor -owned pole to the Replacement Pole, and removal and salvage of the existing Licensor -owned pole, provided, however, that the approximate amount of such costs shall be approved in advance by Licensee. Payment of the replacement or modification costs shall not provide Licensee with any ownership interest in the Replacement Pole, and Licensor shall be deemed to own the original Licensor -owned pole and the Replacement Pole. The installation or attachment of the Equipment using the Replacement Pole shall be at Licensee's sole cost and expense. All work associated with the replacement of said pole shall be done by Licensor, unless otherwise agreed to in the Site Supplement, and Licensee shall pay for all costs in accordance with Section 4.2. In 10 Ukiah/Verizon Wireless Master Agreement 11318824_2 no case will Licensee have access to or ability to occupy any conduits owned by Licensor. The costs of such work shall be approved in advance by Licensee and stated in the applicable Site Supplement. 7. Common Conditions or Requirements Applicable to Site Supplements Issued Under this Agreement. 7.1. Equipment Locations. For each installation, Licensee or its designee shall submit plans and specifications for Licensor review and approval. Upon Licensor approval, the approved plans shall be attached as Exhibit 1 to the applicable Site Supplement. If Licensee desires to add new locations or, subject to Section 2.4, make changes to existing locations, Licensee shall submit a proposed Site Supplement or amended and restated Site Supplement, whichever the case may be, indicating the additional Municipal Facilities that it wishes to use, or other site alterations. 7.2. Damage to Licensor Property. If Licensee damages or disturbs the surface or subsurface of any ROW or adjoining property, pole, streetlight fixture or other public or private improvement in the exercise of the rights granted through this Agreement, Licensee will promptly, at its own expense, and in a manner reasonably acceptable to Licensor, repair the damage or disturbance. 7.3. Public Emergency. In the event of an emergency or to protect the public health or safety, prior to Licensor accessing or performing any work on a Municipal Facility on which Licensee has installed Equipment, Licensor may require Licensee to deactivate such Equipment if any of Licensor's employees or agents must move closer to the Equipment than the FCC recommended minimum distance. In such case, Licensor will contact Licensee at (800) 264-6620 to request immediate deactivation. Licensor, through the Ukiah Electric Utility, reserves the right to de - energize the Equipment in the event of an emergency or if deemed necessary due to immediate safety concerns, provided, however, Licensor shall use commercially reasonable efforts to first provide reasonable notice to Licensee of the same. 7.4. Pole Replacement. (a) If a Municipal Facility needs replacement or repair due to a traffic accident or other unforeseen event (a "Pole Replacement"), Licensor will endeavor to promptly replace the applicable Municipal Facility. Upon completion of the replacement, Licensor shall notify Licensee in order for Licensee to install its Equipment. In the event of routine replacement of a Municipal Facility, Licensor and Licensee will work collaboratively to facilitate the work to minimize disruption to either Party and their respective operations. Notwithstanding the foregoing, if Licensor determines that it is necessary to proceed with the replacement of a Municipal Facility despite its best efforts to work collaboratively with Licensee, it may nonetheless proceed 11 UkiahNerizon Wireless Master Agreement 11318824 2 to replace the Municipal Facility without liability of any kind to Licensee and Licensee shall bear all costs to remove and reinstall its Equipment. (b) In the event of a Pole Replacement where the Equipment has not been removed, Licensor will contact Licensee to pick up the Equipment and Licensee can reinstall its equipment once the replacement pole is installed and functioning as a Municipal Facility in accordance with the Site Supplement and any necessary Permits for work within the ROW. Should a damaged pole remain in temporary service adjacent to the replacement pole, Licensee will be notified to remove/relocate its equipment and will have up to thirty (30) days to accomplish said relocation (provided however, such time frame shall be extended as required in order to obtain any required Permit). If a relocation is not accomplished within such thirty (30) day period, Licensor has the right to remove the equipment and store it at its equipment yard at the sole expense of Licensee. (c) Licensor and Licensee may mutually agree to Licensee's temporary use of a Municipal Facility for its operation during a Pole Replacement period. The temporary location must be acceptable to both Licensor and Licensee. Conditions for such temporary use will be determined through negotiation at the time of such need. 7.5. Removal and Relocation. (a) Licensee understands and acknowledges that Licensor may require Licensee to relocate one or more of its Equipment installations. Licensee shall, at Licensor's direction and upon one hundred eighty (180) days prior written notice to Licensee, relocate such Equipment at Licensee's sole cost and expense whenever Licensor reasonably determines that the relocation is needed for any municipal purpose including but not limited to: (i) if required for the construction, modification, completion, repair, relocation or maintenance of a Licensor or other public agency project including the relocation of Equipment due to the installation of a traffic signal pursuant to Section 2.3(b); (ii) Licensor's designation of an underground utility district; (iii) because the Equipment is interfering with or adversely affecting proper operation of Licensor -owned Poles, traffic signals, communications or other Municipal Facilities; or (iv) Licensor is abandoning or removing the Municipal Facility. If due to a public emergency or for other imminent public requirement, as reasonably determined by Licensor, the one hundred eighty (180) day period may be waived, and Licensor shall provide Licensee such notice as is reasonable given the circumstances. In any such case, Licensee may request a new Site Supplement for an equivalent alternate location. If Licensee shall fail to relocate Licensee's Equipment as requested by Licensor in accordance with the foregoing provision, Licensor shall be entitled to remove the Equipment 12 UkiahNerizon Wireless Master Agreement 11318824_2 (b) at Licensee's sole cost and expense, without further notice to Licensee. If Licensee shall fail to relocate Licensee's Equipment as required herein, Licensee shall pay to Licensor the actual costs and expenses incurred by Licensor in performing any removal work and any storage of Licensee's property after removal within forty-five (45) days of the date of a written demand for this payment from Licensor. In the event Licensee desires to relocate any Equipment from one Municipal Facility to another, Licensee shall so advise Licensor. Licensee shall submit to Licensor a new Site Supplement for consideration and approval or disapproval. 7.6. Non -exclusiveness. Subject to Section 7.7(d), the rights and privileges granted to Licensee under this Agreement, and each Site Supplement described herein, are non-exclusive. 7.7. Non-interference. The following provisions shall apply to ensure and/or avoid interference (both physical interference and radio frequency interference) resulting from Licensee's installation, operation and/or maintenance of its Equipment. Licensor communication is critical to public safety and the ability of Licensor to provide essential services. Therefore, Licensor's communications systems shall be considered primary and essential, whereas Licensee's communications are secondary to Licensor and any other public safety entities. (a) RF Interference. Licensee shall ensure that the Equipment will not cause radio frequency interference with wireless communication facilities or devices, cable television, broadcast radio or television systems, satellite broadcast systems, or Licensor traffic, public safety or other public service communications signal equipment existing at the time of installation of the Equipment or at any time in the future. Further, Licensee shall not install, operate, or allow the use of equipment, methodology or technology that interferes with or is likely to interfere with the optimum effective use or operation of Licensor's existing or future public safety, emergency or other public service communication equipment, methodology or technology (i.e., voice or other data carrying, receiving or transmitting equipment). (b) Existing Uses. Licensee shall not interfere in any manner with the existing uses of Licensor property including the ROW, and including sanitary sewers, water mains, storm drains, gas mains, poles, aerial and underground electric and telephone wires, streetlight fixtures, cable television, and other telecommunications, utility, sidewalks, streets, bicycle lanes and municipal property without the express written approval of the owner(s) of the affected property or properties. 13 Ukiah/Verizon Wireless Master Agreement 11318824_2 (c) Licensor Communications. Licensee shall not interfere in any manner with current or future Licensor public safety or public service communication equipment or signals. (d) Licensor Interference. Licensor agrees that it shall use commercially reasonable efforts to include a provision in any future agreements with any proposed tenants, licensees or users of the ROW who take possession of space within the ROW after the Effective Date of the correspondent Site Supplement that said tenant, licensee or user shall install only such equipment that does not cause commercially unreasonable and harmful interference with Licensee's existing licensed equipment within the ROW which is measurable in accordance with the then existing industry standards. Licensee shall be named in said agreement as a third -party beneficiary with the same rights as Licensor to enforce that provision of the agreement. Licensor and Licensee acknowledge and agree that, in the event any other tenants, licensees or users of the ROW cause commercially unreasonable and harmful interference with Licensee's Equipment, Licensee shall pursue any correspondent claims directly against such interfering party to final adjudication. Notwithstanding the foregoing, Licensor and Licensee acknowledge and agree that the obligations of Licensor and the rights of Licensee pursuant to this Section 7.7(d) are expressly subject to (a) Licensor's use of the ROW for public safety and public service purposes as set forth herein, (b) any existing contractual obligations of Licensor, and (c) the then -existing equipment of other tenants, licensees or users of the applicable ROW as of the Effective Date of the correspondent Site Supplement. Additionally, in the event of a breach by Licensor of its obligations under this Section 7.7(d), Licensee's sole remedy as to Licensor shall be limited to equitable remedies, including injunctive relief and specific performance, and without any right of recovery of monetary or compensatory damages, or attorney's fees or costs. (e) Remedies. Without limiting any other rights or remedies, if interference occurs and continues for a period in excess of twenty-four (24) hours following notice to the interfering party via telephone to Licensee's Network Operations Center at (800) 264-6620, Licensee shall immediately reduce transmitter power or discontinue use of the equipment, methodology or technology that causes the interference until Licensee takes corrective measures to alter the Equipment to eliminate such interference. If the Equipment is causing such interference, any such corrective measures shall be made at no cost to Licensor. If requested by Licensor, Licensee shall provide to Licensor notice containing a list of the radio frequencies Licensee is using at leased facilities. 8. Damage to Licensee's Equipment. In the event of any damage to Licensee's Equipment, Licensor shall have no liability or responsibility to repair the same unless such damage 14 Ukiah/Verizon Wireless Master Agreement 11318824_2 arose from the negligence or willful misconduct of Licensor, its employees, agents or contractors; provided, however, in such case, Licensor's liability shall be limited to the cost to repair or replace the same. 9. Title and Ownership. 9.1. Title to the Municipal Facility. Title to the Equipment, exclusive of the Municipal Facility (original or replacement) used for support, but including ground mounted equipment, shall remain with Licensee and shall constitute Licensee's personal property and equipment, and not fixtures or improvements attached to the land. 9.2. No Ownership in Licensor Property. Neither this Agreement, nor any license issued herein, nor any Permit separately issued for installation of any Equipment, regardless of the payment of any fees and charges, shall create or vest in Licensee any ownership or property rights in any portion or elements of the Municipal Facilities, the underlying real property on which any Licensor owned poles or any Equipment is located, or any portion of the ROW. Additionally, except as otherwise expressly provided herein, Licensee acknowledges that this Agreement does not constitute or create a leasehold interest or right to the benefit of any Licensor property or portion thereof. Nothing contained in this Agreement shall be construed to compel Licensee to construct, retain, extend, place or maintain any poles or other facilities for the benefit of Licensor which are not needed for Licensee's own service requirements. 9.3. "As Is" Condition. Subject to Section 10, Licensee accepts the Municipal Facilities identified in any Site Supplement, or any Replacement Pole, in its "AS IS" condition, without representation or warranty of any kind by Licensor, or any Licensor officer, agent, or employee, and subject to all applicable laws, rules and ordinances governing the use of the Licensor poles or Licensor for Licensee's intended purpose. 10. Maintenance and Repair. Subject to Section 7.2, Licensor shall maintain and keep the Municipal Facilities containing Equipment in good condition and in accordance with Licensor's standard maintenance requirements, at its sole cost and expense. Licensee shall keep the Equipment and other improvements by Licensee on the Municipal Facilities, if any, in good repair. 11. Hazardous Substances. Licensee agrees that Licensee, its contractors, subcontractors and agents, will not use, generate, store, produce, transport or dispose of any Hazardous Substance on, under, about or within the area of a Municipal Facility or the ROW in which it is located in violation of any applicable federal, state, county or local law or regulation. Except to the extent of the negligence or intentional misconduct of Licensor, Licensee will pay, indemnify, defend and hold Licensor harmless against and to the extent of any loss or liability incurred by reason of any Hazardous Substance produced, disposed of, or used by Licensee pursuant to this Agreement. Licensee will ensure that any on-site or off-site 15 Ukiah/Verizon Wireless Master Agreement 11318824_2 storage, treatment, transportation, disposal or other handling of any Hazardous Substance by or on behalf of Licensee will be performed by persons who are properly trained, authorized, licensed and otherwise permitted to perform those services. The Parties recognize that Licensee is only using a small portion of the ROW and that Licensee shall not be responsible for any environmental condition or issue except to the extent resulting from Licensee's specific activities and responsibilities under this Agreement. 12. Indemnity. Licensee shall indemnify and hold Licensor and its employees, contractors or agents harmless against and from any claim of liability or loss from personal injury or property damage (i) resulting from or arising out of the negligence or willful misconduct of Licensee, or (ii) based on a claim of inverse condemnation arising out of the presence of Equipment on Municipal Facilities, except to the extent such claims or damages may be due to or caused by the sole negligence or willful misconduct of Licensor or its employees. Licensor will provide Licensee with prompt, written notice of any claim covered by this indemnification; provided that any failure to provide any such notice, or to provide it promptly, shall not relieve Licensee from its indemnification obligation in respect of such claim. Licensor shall cooperate appropriately with Licensee in connection with its defense of such claim. Licensee shall defend Licensor, at Licensor's request, against any claim with counsel reasonably satisfactory to Licensor. Licensee shall not settle or compromise any such claim or consent to the entry of any judgment without the prior written consent of Licensor and without an unconditional release of all claims by each claimant or plaintiff in favor of Licensor. 13. Insurance Requirements. 13.1. Licensee's Insurance. Licensee shall procure and maintain insurance in the amounts and form specified in attached Exhibit B. 13.2. Certificates. If a certificate of insurance is submitted as verification of coverage, Licensor will reasonably rely upon the certificate as evidence of coverage but this acceptance and reliance will not waive or alter in any way the insurance requirements or obligations of this Agreement. If any of the required policies expire during the life of this Agreement, Licensee must forward renewal or replacement certificates to Licensor within fifteen (15) business days after the renewal date containing all the necessary insurance provisions. 14. Assignment/Subletting. 14.1. This Agreement and each license granted herein is personal to Licensee and for Licensee's use only. Licensee shall not lease, sublicense, share with, convey or resell to others any such space or rights granted hereunder. Subject to Section 14.3, this Agreement and the related rights and privileges may not be assigned or otherwise transferred without the express written consent of Licensor, which consent shall not be unreasonably withheld, conditioned or delayed. Any Agreement which is assigned or otherwise transferred pursuant to this Section shall 16 UkiahNerizon Wireless Master Agreement 11318824_2 be equally subject to all the obligations and privileges of this Agreement, including any amendments, which will remain in effect as if the assigned Agreement was the original Agreement. After assignment, this Agreement, including any amendments, shall be binding on the assignee to the full extent that it was binding upon Licensee. 14.2. Any non -permitted transfer or assignment of the right to attach Equipment to a Licensor -owned pole shall be void and not merely voidable. Licensor, in its sole discretion and in addition to all other lawful remedies available to Licensor under this Agreement, may collect any fees owed from Licensee all without prejudicing any other right or remedy of Licensor under this Agreement. No cure or grace periods shall apply to transfers or assignment prohibited by this Agreement or to the enforcement of any provisions of this Agreement against a transferee or assignee who did not receive Licensor's consent. 14.3. Notwithstanding anything to the contrary in this Section 14, without any approval or consent of Licensor, this Agreement and/or any Site Supplement may be sold, assigned or transferred by Licensee to (i) any entity in which Licensee directly or indirectly holds a controlling equity or similar interest; (ii) any entity which directly or indirectly holds a controlling equity or similar interest in Licensee; or (iii) any entity directly or indirectly under common control with Licensee. Licensee may assign this Agreement and/or any Site Supplement to any entity which acquires all or substantially all of Licensee's assets in the market defined by the FCC in which the Municipal Facility is located by reason of a merger, acquisition or other business reorganization without approval or consent of Licensor. 15. Default. It is a "Default" if either Party fails to comply with this Agreement or any Site Supplement and does not remedy the failure within (i) fifteen (15) days after written notice by the other Party for a monetary breach, or (ii), as to any other breach of this Agreement, thirty (30) days after written notice by the other Party or, if the failure cannot reasonably be remedied in such time, if the failing Party does not commence a remedy within the allotted thirty (30) days and diligently pursue the cure to completion within ninety (90) days after the initial written notice. 16. Remedies. In the event of a Default, without limiting the non -defaulting Party in the exercise of any right or remedy which the non -defaulting Party may have by reason of such Default, the non -defaulting Party may terminate this Agreement if the Default affects all Site Supplements and the Agreement as a whole, or any Site Supplement subject to the Default, and/or pursue any remedy now or hereafter available to the non -defaulting Party under the Laws or judicial decisions of the State of California. 17. Surrender. Within ninety (90) days of the expiration of the Supplement Term of any Site Supplement, or upon the earlier termination thereof, Licensee shall remove all Equipment attached or ground mounted, at its sole expense, shall repair any damage to the Municipal Facilities or the ROW caused by such removal, and shall restore the Municipal Facilities 17 Ukiah/Verizon Wireless Master Agreement 11318824_2 to the condition in which they existed prior to the installation of the Equipment (whether attached or ground mounted), reasonable wear and tear and loss by casualty or other causes beyond Licensee's control excepted. 18. Notices. Any notice, request, demand, statement or consent herein required or permitted to be given by either Party to the other hereunder, shall be in writing signed by or on behalf of the Party giving the notice and addressed to the other at the address as set forth below: Licensor: With copy to: Licensee: City Manager City of Ukiah Ukiah Civic Center 300 Seminary Avenue Ukiah, California 95482 Director Electric Utility City of Ukiah Ukiah Civic Center 300 Seminary Avenue Ukiah, California 95482 Cellco Partnership, d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate Each party may by notice in writing change its address for the purpose of this Agreement, which address shall thereafter be used in place of the former address. Each notice, demand, request or communication which shall be mailed to any of the aforesaid shall be deemed sufficiently given, served or sent for all purposes hereunder (i) two (2) business days after it shall be mailed by United States registered or certified mail, postage prepaid and return receipt requested, in any post office or branch post office regularly maintained by the United States Postal Service, (ii) upon personal delivery, or (iii) one (1) business day after deposit with any recognized commercial air courier or express service. Any communication made by e-mail or similar method shall not constitute notice pursuant to this Agreement. 19. Miscellaneous. 19.1. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties, and supersedes all negotiations, understandings or agreements. Any amendments to this Agreement must be in writing and executed by both Parties. 18 Ukiah/Verizon Wireless Master Agreement 11318824_2 19.2. Severability. If any provision of this Agreement is invalid or unenforceable with respect to any Party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 19.3. Governing Law. This Agreement shall be governed by the laws of the State of California without regard to choice of law rules. 19.4. Exhibits. All Exhibits referred to and attached to this Agreement are incorporated herein by reference. 19.5. Authority to Execute. Any individual executing this Agreement on behalf of or as representative for a corporation or other person, partnership or entity, represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such party, and this Agreement is binding upon such party in accordance with its terms. Licensor hereby designates and authorizes the Director of the Ukiah Electric Utility to execute all Site Supplements entered into under this Agreement. This designation and authorization may be changed by Licensor upon written notice to Licensee. 19.6. No Waiver. A Party shall not be excused from complying with any of the terms and conditions of this Agreement by any failure of a Party upon any one or more occasions to insist upon or to seek compliance with any such terms or conditions. 19.7. Force Majeure. With respect to any provisions of this Agreement, the violation or non-compliance of any term of this Agreement which could result in the imposition of a financial penalty, liquidated damages, forfeiture or other sanction upon a Party, such violation or non-compliance shall be excused where such violation or non- compliance is the result of acts of God, war, civil disturbance, strike or other labor unrest, or other events, the occurrence of which was not reasonably foreseeable by such Party and is beyond such Party's reasonable control. 19.8. Limitation of Liability. Except for indemnification pursuant to Section 12, neither Party shall be liable to the other, or any of their respective agents, representatives or employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 19.9. Waiver of Jury Trial. Each of the Parties hereto hereby irrevocably waives any and all right to trial by jury in any action, proceeding, claim or counterclaim, whether in contract or tort, at law or in equity, arising out of or in any way related to this Agreement or the transactions contemplated hereby. Each Party further waives any 19 Ukiah/Verizon Wireless Master Agreement 11318824_2 right to consolidate any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. 20. Consent of Ukiah Joint Use Agreement Parties. Pursuant to the Ukiah Joint Use Agreement, Licensor and Licensee acknowledge and agree that the parties have obtained the requisite consent of the Ukiah Joint Use Agreement Parties as necessary for Licensee's use permitted hereunder. IN WITNESS WHEREOF, the parties have executed this Agreement as of this r day of t g v et't418-Cj✓ , 2019 (the "Execution Date"). LICENSOR: City of Ukiah, a municipal corporation By: Name: S fK E S (A -G -p4A) Title: C APPROVED AS S FORM: By: Name: • i D a aT Title: City Attorney 20 Ukiah/Verizon Wireless Master Agreement 11318824_2 LICENSEE: Cellco Partnership, a Delaware general partnership, d/b/a Verizon Wireless By: 01 C• S�A Name: Scott Stewart Title: Director Network EXHIBIT A Form of Site Supplement Supplement This Supplement ("Supplement"), made this day of , 20 ("Effective Date") between the City of Ukiah, a municipal corporation, with an address of Ukiah Civil Center, 300 Seminary Avenue, Ukiah, California 95482, hereinafter designated "Licensor," and Cellco Partnership, a Delaware general partnership, d/b/a Verizon Wireless, with its principal offices at c/o Verizon Wireless, 180 Washington Valley Road, Bedminster, New Jersey 07921, hereinafter designated "Licensee": 1. Supplement. This is a Site Supplement as referenced in that certain Agreement for the Use of Licensor Property in Connection with the Operation of a Wireless Network, between Licensor and Licensee dated , 20 ("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 Supplement, the terms of the Agreement shall govern unless otherwise stated in this Supplement. Capitalized terms used in this Supplement shall have the same meaning described for them in the Agreement unless otherwise indicated herein. 2. Project Description and Locations. Licensee shall have the right to use the Municipal Facility or Non -Municipal Facility for Equipment at the designated areas in the ROW as further depicted in Exhibit 1 attached hereto (the "Licensed Area"). 3. Equipment. The Equipment to be installed at the Licensed Area is depicted in Exhibit 1 attached hereto. 4. Term. The term of this Supplement shall be as set forth in Section 3.2 of the Agreement. 5. Fees. The initial annual Attachment Fee for the term of this Supplement shall be , as determined in accordance with the Agreement, and as adjusted by Section 4.1 of the Agreement. 6. Commencement Date. The first day of the month following the date Licensee has commenced installation of its Equipment at the Licensed Area. 7. Approvals/Fiber. It is understood and agreed that Licensee's ability to use the Licensed Area is contingent upon its obtaining all of the certificates, permits and other approvals (collectively, the "Governmental Approvals") that may be required by any federal, state or local authorities, as well as a satisfactory fiber and electrical connection which will permit Licensee use of the Licensed Area as set forth above. In the event that (i) any of such applications for such Ukial✓verizon Wireless Master Agreement 11318824_2 Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to Licensee is canceled, expires, lapses or is otherwise withdrawn or terminated by governmental authority; (iii) Licensee determines that such Governmental Approvals may not be obtained in a timely manner; (iv) Licensee determines that it will be unable to obtain in a satisfactory manner, or maintain any fiber or power connection; or (v) Licensee determines that the Licensed Area is no longer technically compatible for its use, Licensee shall have the right to terminate this Supplement. Notice of Licensee's exercise of its right to terminate shall be given to Licensor in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by Licensee, or upon such later date as designated by Licensee. All license fee payments paid to said termination date shall be retained by Licensor. Upon such termination, this Supplement shall be of no further force or effect except to the extent of the representations, warranties and indemnities made by each party to the other hereunder. Otherwise, Licensee shall have no further obligations for the payment of the Attachment Fee to Licensor. 8. Consent of Ukiah Joint Use Agreement Parties. Pursuant to the Ukiah Joint Use Agreement, Licensor and Licensee acknowledge and agree that the parties have obtained the requisite consent of the Ukiah Joint Use Agreement Parties as necessary to permit Licensee's use of the Licensed Area hereunder. 9. Miscellaneous. [Signature page follows] Ukiah/Verizon Wireless Master Agreement 11318824_2 EXECUTED to be effective as of the date shown above. LICENSOR: City of Ukiah, a municipal corporation LICENSEE: Cellco Partnership, a Delaware general partnership, d/b/a Verizon Wireless By: Name: By: Title: Name: Title: APPROVED AS TO FORM: By: Name: Title: City Attorney UkiahNerizon Wireless Master Agreement 11318824_2 Exhibit 1 Equipment and Municipal Facility [see attached] UkiaWVerizon Wireless Master Agreement 11318824_2 EXHIBIT B Licensee's Minimum Insurance Requirements 1. General. A. Prior to performing work under this Agreement, Licensee shall furnish Licensor a certificate of insurance on a standard insurance industry ACORD form. Licensee shall also provide a blanket additional insured endorsement including Licensor as an additional insured as its interest may appear under this Agreement, excepting Workers Compensation and Employer's Liability insurance. The insurance coverage required must be issued by an insurance provider admitted to issue insurance in the State of California, possessing a current A.M. Best, Inc. rating of A -VII or better, and coverage shall be reasonably satisfactory to Licensor. B. Licensee shall procure and maintain the insurances set forth below. Licensee shall also require any of its contractors to obtain and maintain substantially the same coverage as required of Licensee until all of their obligations have been discharged. C. The insurance requirements set forth below in no way limit the indemnity covenants contained in this Agreement. D. Licensor in no way warrants that the insurance limits contained in this Agreement are sufficient to protect Licensee from liabilities that might arise out of the performance of this Agreement by Licensee and its contractors, and Licensee is free to purchase any additional insurance as may be determined necessary. E. Failure to demand evidence of full compliance with the insurance requirements in this Agreement or failure to identify any insurance deficiency will not relieve Licensee from, nor will it be considered a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. 2. Scope and Limits of Insurance. Licensee shall provide coverage with limits of liability stated below. A. Commercial General Liability Insurance -Occurrence Form. Licensee must maintain Commercial General Liability insurance with a limit of $2,000,000.00 per occurrence for bodily injury and property damage and $4,000,000.00 general aggregate including premises - operations, products and completed operations, independent contractor, contractual liability, personal injury and advertising injury. B. Commercial Automobile Liability Insurance. Licensee must maintain Commercial Automobile Liability insurance in the amount of $1,000,000.00 combined single limit each accident for bodily injury and property damage covering all of Licensee owned, hired and/or non - owned vehicles assigned to or used in the performance of Licensee's work or activities under this Agreement. Ukiah/Verizon Wireless Master Agreement 11318824_2 C. Workers Compensation and Employers Liability Insurance. Licensee must maintain Workers Compensation insurance in compliance with the statutory requirements of the state of operation and Employer's Liability insurance with a limit of $1,000,000.00 for each accident, $1,000,000.00 disease for each employee, and $1,000,000.00 disease -policy limit. D. Builders' Risk/Installation Floater Insurance. Builders' Risk/Installation Floater insurance must be maintained until whichever of the following first occurs: (i) final payment has been made; or (ii) until no person or entity, other than Licensor, has an insurable interest in the property required to be covered. (1) The Builders' Risk/Installation Floater insurance must be endorsed so that the insurance will not be canceled or lapse because of any partial use or occupancy by Licensor. (2) The Builders Risk/Installation Floater insurance must include as named insureds, Licensor, Licensee and all tiers of contractors and others with an insurable interest in the work. (3) Licensee is responsible for payment of all deductibles under the Builders' Risk/Installation Floater insurance policy. 3. Additional Policy Provisions Required. A. Miscellaneous Provisions. (1) Licensee's insurance coverage must be primary insurance with respect to Licensor, its officers, officials and employees and written on an occurrence basis. Any insurance or self-insurance maintained by Licensor, its officers, officials and employees shall be in excess of the coverage provided by Licensee and must not contribute to it. (2) Licensee's insurance must apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. (3) The policies must contain a severability of interest clause and waiver of subrogation against Licensor, its officers, officials and employees, for losses arising from work performed by Licensee for Licensor. (4) Licensee is required to maintain Commercial General Liability insurance as specified in this Agreement for a minimum period of one (1) year following completion and acceptance of the work. Licensee must submit a certificate of insurance evidencing Commercial General Liability insurance during this UkiatJVerizon Wireless Master Agreement 11318824_2 (5) period evidencing the insurance requirement and including the required additional insureds set forth herein. If a certificate of insurance is submitted as verification of coverage, Licensor will reasonably rely upon the certificate of insurance as evidence of coverage but this acceptance and reliance will not waive or alter in any way the insurance requirements or obligations of this Agreement. (6) Upon receipt of notice from its insurer, Licensee shall use its best effort to provide Licensor with thirty (30) days prior written notice of cancellation. Such notice shall be sent directly to City of Ukiah, 300 Seminary Avenue, Ukiah, California 95482. B. Licensor as Additional Insured. The above -referenced policies shall, excluding workers compensation and employer's liability, include Licensor, its officers, officials and employees as an additional insured as their interest may appear under this Agreement with respect to liability arising out of activities performed by Licensee. Ukiah/Verizon Wireless Master Agreement 11318824_2 EXHIBIT C Ukiah Joint Use Agreement [see attached] UkiahNerizon Wireless Master Agreement 11318824_2 1 2 31 Join 1 P /e ,4 reerner Exhibit C c r)' TIi5 AOREI . LDT rade this 3!'d ,day of ,ien>tsars. 141 by and between THE .'xCIPIC fEL.2TIONE :9} '£ri:.LORJ.Pii COrPPANY, a corporation, SNOW Ik UNTAIN WATER pRD ?CWFMh .O:•?MiY, a oorporstion, 4 1 Tc1,-N CF iIK1i.Ii ,.ITT, a municipal oorporati�n and TIL. '. i:.ZTi.8N UNION 5 I P L..c RA fi C0:32LEY, a corporations 6 r I T 5 E T Ht 7 Wi: , the parties to thin agreement and such other 8 ! corporations or persons as may hereafter aubaaribe hereto, nain- 91 101 Lain and from time to time oonatruot pole lines in the Town of Ukiah City and vioinity, :n .'.ondooino County, ::tate of 11 1 Californias and 12 1 WRERE g, the sans streets, roads, highways, alleys, and 13 iothor public planes are frequently required by the parties hereto 14 I for the erection and maintenance of poles and the alaaing thereon 15 1 par the wires and appurtenanoes thereto used in their respeetive 16 1 business, and it is found desirable and ao.*+time■ imperative that 17 1 ;certain polos shall be used jointly by the parties hereto in 18 1 19 order to avoid having two or more aoparate lines of poles on the 201ane side of streets, roads, highways, alleys and other public 21 101aoes, and 22 I ',MARAS, it is the desire and purpose of all parties to 231 24 or distribution or other purposes on the same aide of said 25 treat!, roans, h'ghways, ulleyy and oUer publio planes in the 26 maid Town of Ukiah City and vicinity, in i'endooino County. 27 this agreement to maintain the least number of poles practicable NOW, IE 0! , it is mutually agreed by and between Um 28 11 parties hereto as follows* 29 FIRST: The erection of now poles and polo lines by any 30 1 31 32 ties hereto in the Town of Ukiah City and vicinity, .hall be deet to the following tents and oonditlonsi (a) When aiy party of oartios desire to erect 1 additional dole' •)r to replace any existing poles, the party or 2 parties so desiring shall auomlt to the other parties plans and 3 idesoriptions indicating the nature, the approximate location and 4 •Ipurposea of auoh construction or reoonstruation. i'he parties 5 receiving suoh plana or descriptions shell either a000lt, 6 rubject to rsodifiaations they may wish to recommend and which 7 are agreed to by the other party or parties or rejeot said plans 8 or deeori tions in writing within ten (10) P g days or shorter time, if so required by the party or uarties desiring to erect said 9 10 Ipoles in default of which, or in the event of the other party 11 .or parties not considering joint use of the new poles desirable 12 1� 13 from its or their standpoint the party submitting the plans ar 14 ;Idesoriptions may proceed with the work at its or their own 15 iexpense. The party or parties erecting such poles shall remain 16 !the sole owner thereof. 17 (b) Should plana or descriptions for poles for joint 18 use be agreed upon, the party or parties first submitting the same shall, if possible, obtain all necessary permits, agreements, 19 II 20 21 lenses or oonveyanoes for rights-of-way therefore in the names of the parties who will occupy said poles. Should any aterial 22 deviation from the approved plans be neoessary, auoh deviation 23 1' .bhall be approved in writing by representatives of the parties 24 31 25 IiSereto. 2611 (0) ":hen all rights-of-way have been obtained, the party 27 or parties agreed upon shall proceed with the erection of the 28 proposed poles, including the necessary guys, in accordance with 29 said plans or desoriptlona. 30 i! (d) Upon the completion of the ereotion of said palet 31 badguys, the partly or parties who have done the woks shall reader 32 lo any other party who will 000upy said poles, within thirty (30) diays thereafter, itemised bills showing the total cost of maid voles and r:uys, :he erection thereof, :Ind the ri hta-or-way therefore, aocompanied ay certified ,opies :,f said :'_ubs-or-way. 1 each party shall pay to the party or 7)arties rendering. said 2 bills, .,Jithin thirty (70) days atter the receipt mercer, its 3 proportion of the total cost cf the roles, uya, nd ri::nts-of-way! 4 as so indicated. The is rty or parties .rurnianing ana erecting 5 said roles and guys shall thereupon ,rant, sell :nct ,convey to 6 the party or ,.artiea caking such payment, by a auitaule ::uppleaent: 7 hereto, a1 interest in said poles and guys. 8 (e) If any party erecta poles without notifying the 9 10 other parties, it shall not incur any liability or penalty 11 thereby. 12 CECOI;D: The acquisition of the ri;.;ht to use poles owned 13 solely by any other party or parties hereto, now in plane or set 14 hereafter in said Tawn of Ukiah City, shall be suoject to the 15 following terms and conditions: 16 (a) If any party desires to place its wires and 17 a-pplianoes upon poles owned by any other party or parties, which 18 are adequate in size and safety for j3int use, for uhe right to 19 use said poles during the period they will safely support the 20 wires and applianoes of such parties, the former shall pay to 21 said other party or parties upon demand, an amount based on the 22 23 coat of said poles and agreed upon by and between said parties 24 in each such case. Upon receipt of such payment, the owner or 25 ;.owners of said poles, shall grant, sell and convey to the former, 26 by a suitable supplement hereto, an easement consisting of the 27 permanent richt to occupy said poles horeunder. The former shall 28 ilso reimburse said owner or owners, upon demand, :or xne cost 29 of ^earn anc:in;; the owners c wires and appliances taen in place .30 upon said poles in a manner such as to provide proper specie and '31 clearance for the wires and appliances whioh the former party 32 :desires to place and maintain upon said poles. -3- (b) i1 '.ny party 'esires co extend its wires and applir..nces ulon:. :_ rr,uto csltion occupied 'Dy po1as owned by 1 .:ny other party or )urties, end said ..oles are adequate in size 2 and safety for the use of the owner Dr owners, Out not adequate 3 in size or safety for joint use hereunder, the former shall 4 replace said poles with other poles suitable for aucn joint use 5 -.nd remove the existing poles at its own risk and expense. The 6 -ole s so removed shall become the ;;roperty of the _ orrner. (or 7 8 9 10 11 12 13 .;he consideration consisting of the poles replaced, ,And the othis, good and valuable considerations moving from the owner jr owners of the poles replaced to the former, as the result of ouch an arrangement, the former shall grant, sell and convey to said other! party or ;parties, by a suitable supplement hereto, an interest in the new poles. The former shall also reimburse the said other 14 party or parties, upon demand, for the cost of transferring said 15 ether party or parties wires and appliances to the new poles. 16 If in any such ease such an arrangement is not equitable to the 17 18 19 20 21 22 23 24 25 28 parties, other terms, as mutually agreed upon by and between the parties hereto in each such case, may apply. (o) If any party desires to extend its sires or appliances along a route or position occupied by poles owned by any other party or partiea, and any of said poles are inadequate in size and safety for the wires and appliances then in plaoe on said poles, or to be placed on said poles, within a relatively short period, or other wise inadequate for the use of the owner or owners, said poles shall be replaced with other poles adequate 27 in size and safety for joint use hereunder by the party or parties 28 :agreed upon as the proper party or ;parties to do such work. 29 :soh party shall share equally in the net expense of such re- 30;plaoement and shall become an owner of an equal shire in the 31;jnox poles in the manner indicated by the first section of this 32 agreement. The owner or owners of the poles so replaced shall -4- 1 2 3 4 5 6 7 8 9 10 11 transfer its or tneir •;irea and appliances to one new poles at its Dr thoir own sole risk and expense. THIiiD: The erection of poles for joint occupancy hereunder, and the maintenance and use of soles jointly occupied hereunder, shall be subject to the followiru:, terms and couait_onn. (a) it is unaorstood and agreed that poles erected for :he .purpose of supportina the Telephone aampany's Loll or trunk circuits not In caole snail be exempted from the operation of this agreement except to the (latent that the other parties may secure the right to occupy said poles for the purpose of attaching; to them trolley :;ontact wire supports, Street lamps supports, guy wires and to not more than two (2) adjacent poles, wires 12 carrying lees than the volta.e specified in the specifications 13 14 15 hereinafter mentioned. Zech party may also obtain the right to occupy more than two (2) adjacent poles with mires carrying less than seven hundred (70.3) volts, provided such occupancy is approved 16 .by the Telephone Cots. Chief Engineer in each ease, and said wires 17 are placed and maintained subjeot to the limitations as to the 18 19 number of consecutive poles to be so occupied, as specified by 20 said Chief Engineer in each such case. 21 (b) Poles to be erected for joint use hereunder shall 22 23 24 25 26 27 28 29 be sound, straight, '.,00d poles, free from wet or dry rot, sun cracks and other defects and otherwise aatisfaotory to the parties hereto. Said poles shall be roofed at an angle of forty-five (L5); degrees, shall be equipped with steps in a manner aorreeponding to the Telephone Company's specifications for similar construotiono and snall be painted when neoessary or advisable. p ecial types of poles shall not be used except when neoessary and specifically 30 ;.agreed upon by the parties hereto. Each standard length of pole 31 shall include poles from three (3) feet under to two (2) feet 32 over such length; for examples all poles from forty-two (142) feet' 'to forty-seven (47) feet lonr; shall be considered forty-five (45) _'got .polos. (c) ?or the rises and purposes ..: this a reement, unsafe' 1, poles snail include those .poles wr:ich have been in place for a 2 3 4 5 6 7 8 9 10 11 12 period approximately equal to the normal useful life of similar poles in the same locality • nd those _poles which competent =nsooctors, selected by the Arties hereto, ,snider an unsafe suoport for the wires and appliances then in place upon said doles, reason of defects, decay or otherwise. (d) The cnangee in the wires and appliances in place upon any pole owned by any party or parties to be jointly ocouple rL ::ereunaer, necessary to provide proper space and clear once for the wires and applianoes of another Darty or parties, shall be -jade before the wires and applianoes of said party or parties 1 13 are :?laced upon said poles. Each party agrees to transfer its wires 14 and applianoes from existing pole lines to new pole lines ereoted 15 16 17 or joint use hereunder, in a manner and at a time such that the erection of the new poles and the removal of existing poles will not be unduly interfered with or delayed. 18 (e) it is understood and agreed that any space reserved 19 for the exclusive use of each party on said poles and for 20 clearance may be occupied by such t;uy, lamp suspension and 21 22 vertical contaota of any party as may be placed in accordance 23 with the specifications hereinafter referred to and will iot 24 .Prevent or interfere with the full utilization by any party of 25 the spaoe reserved for its use. 26 (f) 11 vires and appliances attached to said jointly 27 28 29 30 31 occupied poles and the poles themselves shall be erected and maintained in accordance with all tate and ::unicipal laws and regulations' which may apply. (g) All poles jointly occupied hereunder and a ll ,attachments to said poles shall be oonatructed, erected and 32.. 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 maintained in accordance with the "Rules Governing the Joint Use of Poles" as adopted by the Pacific Telephone and Telegraph Company and known at the American Telephone and Telegraph Company's 5peoifioationa No. 2651, together with Appendix No. 1 attached and as Exhibit "A" made a part hereof. Eaoh party expressly agrees that it will not plane or maintain on any pole jointly occupied hereunder any wires or applianoes parrying voltages greater than those spa oified in said Exhibit "A". (h) If, to suit its owa convenience, any party hereto shall at any time desire to make any thongs' in the location of any of said jointly oeoupled poles or attachments thereto, or in the jointly occupied poles themselves, it shall have the right ao to do, provided that such changes shall not inconvenience the other party or parties. The oat of all labor and material required for making such changes shall be borne by the party desiring the same. (1) Each party hereto shall. at its own sole risk, post and expense, place, maintain and keep in good order, repair and condition, its own wires and appliances upon said jointly occupied poles, and shall promptly replace or repair any of its defective wires and appliances thereon when notified so to do by the other party or parties in writing. If the wires and appliance; pausing such displacement shall replace and seourely guy the pole or poise so displaced at its own sole risk and expense, and in oase of its negleot or refusal so to do for thirty (30) days after being so notified by any other party, in writing, the latter shall have the right to perform euoh wDrk or replacing and guying said pole or poles et the sole cost and expense of the party whose duty it was to replace and guy the same hereunder. (j) uo :o 1_17 r.euli -ent on the )art of any party horeto, any of the said jointly czcupied poles 2 are destroyed or injured, ;he parry silty of such 11e;:li.ont act 3 .r omission shall, at its own sole cost and expense, ioplace or 4 repair the same immediately upon being notified by..;he other party 5 6 or parties in writing, :1nd if the party ::hose ..ut7 it is to 7 replace :;r repair the same shall fail so :;o do for the as riod of 8 ton (13) days after oein;: notified in writim , :any cther .arty 9 .null have the right so to do, at the sole expense and cost of 10 ,:die party so failing. r.11 ordinary repairs and replacements and 11 all repairs and replacements caused by nn sot or omission for which 12 none of the parties hereto shall be more responsible then the 13 others and all changes in locations of may of said poles which 14 15 shall be mutually agreed upon by the parties hereto, shall be 16 made at the joint expense of the parties hereto and by the party 17 who shall in each instance be agreed upon as bens; the proper 18 ;arty to ;Hake the same, except in emergencies, when the party 19 first upon the F -round shall perform the necesaal•y torx. The 20 party making such repairs cr replaoements shall, within thirty 21 (30) days after the completion thereof submit to the other party 22 or parties itemized bills :showing the total cost of said repairs 23 24 and replacements and thereupon each party shall, :iithin thirty 25 (30) days thereafter, pay to the party submitting such bill its 26 proportion of such coat. All such replacements at joint expense 27 shell be jointly owned. 28 (k) 'f, pursaant to mutual agreement, any additional 29 pole or poles shall be pieced in any line of jointly oocupied 30 poles, for the purpose of supporting the wires and appliances of 31 Ind of the parties hereto, the same shall be emoted, owned and 32 iiaintained at the joint exp:i3e of the parties involved. If, ,owever, -ny additional _ole lis snail _3 _laces :herein icr :r;luGire :i -n7 o: :aa: _art. c!. *:c :..rte . .all oe erected, ;:mea nna to inta fined o1 ,i'r :: r the _art': reauiri-:a tie rams. 1 +,1} -nless reo 1rea by ; Le girder ,•rnoetent 1�rza1 2 ;LLnority, no ,:arson, l'irm or corporation other titian the .:artlea 3 .3reto, ani -;1 be uermitted to install, .'aii:tain or use upon said 4 5 1:int17 occupied :roles any 'tires or n;)rli._ ncos a� n? :rind what- .+uprr:r, a.rd ::o ottrtr •,oretc .,tall cssicn, ;.rth..+fer :r ntherwlse 6 7 ..o.'ose i' his agree -rent or :-ny Its r1hta :r '.nterest3 herein 8 .re'a'der to •any ;Tapp, _'1ri O. ,orporation wtthuut having 9 • otained :a t ritton :onnent of ;':e that .>arties ,_ereto, pro - 10 vi 1e 1, ,owever, twat ::othiI t.; nereln .:ontained snail ,,revent cr 11 IL:it the ri±;nt of any party hereto to make n ener:al lease, sale 12 •_,; nveyance, assi.diment or r:ortga,;e of all of Its ri hts, properties' 13 ;r -rivile;:es or to ccnaolidate with any other corporation in 14 ne manner autnorized and ?rovided by law, Lnd in the event of 15 any Such lease, sale, conveyance, assignment or consolidation by 16 any ?arty 'hereto, all ::f its ri;,hts cr interests hereunder 3ha11 17 333 ..o and ' asure to the :.eneZ it of said lessee, .purchaser, 18 19 aa3i,1;nee or consolidated corporation. 20 •"►1 ,ny ;party hereto they; request permiseiun from the 21 ot;hsr 7artiea to allow another person to place and :aintain wires 22 and aopiianoes upon said jointly occupied ;poles shall thereby 23 become responsible to said other parties for tha construction, 24 maintenance and operation of the wires and a.),)liances of said 25 26 27 28 29 other .Jerson upon said ;.poles in accordance with the conditions contained herein. :t 13 expressly understood aad agreed that the 'part- hereto reauestin,t the consent of the other attics to Such permission spall be resovnsible to said other ?arty or parties for and save it or them narcrlea3 from all zi :.age Find liability 30 Incident to the construction, maintenance and operation of the wires and ap-hlianoee said other person is so 32 por3ltted to lilacs upon said poles, unless otherwise agreed by and between the parties 1 31 int .ay party ':Oreto may terminate the join; ::ccupancy 1 ;f any pole or aaiea aereunder by iv1:i to ;he atner ::arty or 2 aa.rtiaa ac least sixty .u0) days written :loti.:0 i ..Ze .or:aeres 3 4 5 6 7 8 9 10 11 12 13 aesire co terminate tre sa-•,e and by removing therefrom its wires lyd appliunces then in place thereon. ;Tpon the expiration of t.ne .period of time designated in such notice and uaon the rem,va1 b7 the rart;'j-lying cne same, .if its wires and aaoliances, . said Joie or :cies snail i'orthwith become the .a ole property of ;.he other :arty or parties, and the :Lm ty tar7in:t ins such pint ;:�aupancy shall thereupon be relieved from all liability as to such poles thereafter to be incurred, provided, however, that such party ;hail not be so relieved until all of its wires and epp1iancee shall :nave been removed from each -;ole or poles. 14 If all the parties o:�uoying suoh pole or poles desire to abandon 15 "'ny of said poles at the same time, the salvage or the net expense 16 %f removal shall be shared or borne jointly, as the case may be. 17' (0) Each part-; shall 2cy a11 taxes and assese,ents 18 lawfully levied upon its own aroherty upon poles jointly oc upied 19 _iaereunder and a share of the taxes and assessments lawfully 20 levied uuon the said jointly occupied aolee themselves in pro- portion to the amount of its undivided interest in each of said doles; provided that where any party hereto has an easement upon any of said poles for the purpose of computing its share of the taxes it shall be deemed to be the owner of an undivided interest therein; provided, further teat the Town of Ukiah City shall not be bound to pay any taxes upon any interest it ray nave in ::aid uoles, out the taxes on all poles in :Fni =h it may 28 have an interest shall ::e divided amoung the other •parties Hereto 21 22 23 24 25 26 27 29 30. as if said parties were the only parties interested in said poles. , 31 1E 32 !I -10- (p) :each p.+rty stall indemnify and save l-srzleas the others from any and all loss, damage and liability, including liability to other oorsoas, oauaed by ony ne0.L:once or .-roan doing as t2» part of this former ur by its neglect to perform any ,L its covenant harsh conte 1:2ed. It any lose or damage shall be suffered _tir any liability !.o other ;,orsons shall ;,e inourred by any or all of toe parties hereto bj roas--)a or the Installation, :r,aintananae or opersticn of may of ,he vires, features or appliances of any of the parties i»rota mon Haid jointly occupied poles, and if the otos, of auoh loss, damage or liability shall be tbs hint ar concurrent nogli;;ence ar wrong; doing of two or three of the parties hereto then sash of said parties shall bear all loss and damage which it ritual /suffer in respect to its own property, and shall bear and defray n11 lis- bility to other persons incurred by any party hereto not reeponn Bible for said cause by reason of its own joint or concurrent negligenec or wrong doinx. Soother with all expenses, charges and oasts incurred in oarraeotion therewith, shall be borne and paid by the parties responsible far such mouse; but if the cause of such loss, damage or liability shall be :he joint or aonoanrrent negligence or wrong doing of all parties hereto, or tail aogiigenoei or wrOng doing of some other pavty for whtioh none of the parties hereto is responsible, +3r is so obscure that it ca:Ltot be deter- mined by whose negliF• encs or wrong; doing auo2t loss, dar,age or liability was &awed, then in every auoh case each party rereto shall bear all less and damage which it shall suffer in respect to its own propertyi and anal/ boar and defray ell liability which it shall inour for injury to its own employees and all other lose, damage ar liability onuazd as in thin oaragraah specified, together with all expenass, obargea and costs incurred in oonneetion therewith, shall be borne and paid by the parties hereto jointly and in equal sharp!. .henever .ise.reement -:)1zrevern7 3=11 .rise oetween any 374o %i lartes ..creto . de 1 .truction ;loanin: a:reemeni, „r ny ftheir! 2 -1....ats or 7.:611:atians .:ereunuur, noerniii- -..clacion of 3 4 5 6 7 8 9 10 11 orovisions :.'nereof, *r any refusal ;3 erfor7:: -ny 3r :lty ere1n ):avided r)r, Juch disagreement or controversy shall, )n demand of either of said partlea, be submitted for srbitra- 7.ion and award is accordance with the law and the Late to three 2c,rsons, .)f whom one shall be appointed oy oacn of said parties and me third by the two no appointed; or whenever tiny ellen 71saroement or :ontroversy shall arise between 7hree or all of :he parties hereto then such disagreement or controversy shall, 12 al demand or any party hereto, Je submitted for arbitration 13 ad award in accordance with the law and the facts co five 14 15 16 17 18 19 20 ,ieraans, :f ro: one shall Pe aopointed by :.ie i'alepnone Company, one of the 'own, one ey the :awer :.;ompany an4 one by the Oolegraph 'Jompany, .thd :he fifth by the four so aoocinted. the re.fard of the erbitrotors so appointed shall co :nde in writing si,,:ned ay such arbitrators or a majority tneroof, ald any .ward so made ,y a majority of such arbitraLors :Alan -e final 21 ind conclusive upon Lae ties nereto. -aen arty %0 22 23 24 25 26 27 28 29 30 31 32 :; arbitration shall ?ay :he exaenees or the arbitrator appointed ay it end a eroportionate ,hare of the expenses .).1: the third or Lifth arbitrator. It is understood and aareed twat all disagreement or controversies regardilv the .)roeer -ethed for eliainatina any hazards or interference shall 1:0 referred to arbitrators .:ravided herein and in -very such ease ;he arbitrators snall be rmlaliiied engineers, iio shall not only decide wnat snail ce done, :Jut also .1110/1 of the ,arties to aald ilsaFreement or c:utroversy shell bear the expense of any new's.. nary work. -1,- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 28 27 28 29 30 31 32 IN ',ITNES3 'HEREOF, the parties hereto have caused these presents to be executed on the day and year first above written. Form Approved THE ?..C1FIC T1LE7HONE i_l<D TELEGRAPH CO. Felix T. Smith Assit Attorney By J,t M. c.uay (J.C.N.) Vice 1l^evident Approved By Geo. J. etty C.W. Burkett, 3earetary Chief Engineer Approved SNOW id0t} TLIN HATER AND i'CWER CO. D. P. Fullerton (H) Gen►l. Supt. of Plant By P, D. Madison Vice ?resident By D. H. McGrath Approved for Town of Ukiah Secretary F. E. Anker, City oleo. Approved City Attorney TOWN OF UKIAH CITY Auproved W. 3. Graham General Manager T.P.T. & T. Co. C.D. H. JC. 6/29/17 By J. a, Smith. President of its Board of Trustees By Alert M. Hardie 0 erk of its City of Ukiah THE WESTERN UNION TEL:GRAPH ,OMPANY By G.W. E, Atkin# First Vioe-i'resident By Andrew F. .Burls Pah Secretary THIS ACRIF.EMENT, made this 10th day of October, 1930, by and between THE PI_CIFIC TELEPHONE AND TLLEGRLPH COMPANY, a corporation, PACIFIC GAS AND ELECTRIC COMPI,NY, a corporation, TOWN OF UKIAH CITY, a municipal corporation, and THE WESTERN UNION TELEGRAPH COHPr.NY, a corporation, WITNESSETHt WHEREAS THE PACIFIC TEI.EPHOt;E AND TELEGRAPH COMPANY, SNOW; I -i i rr: ; IN WATER b,ND '0.1r,R COMPANY, TOWIi OF UrKIAH CIT and THE WESTERN UNION TEL:GRAPH COMPANY entered into a joint pole agreement on January 3rd, 1918, covering the erection of poles in the Town of Ukiah City; and WNEREAS the PACIFIC GAS AND ELECTRIC COMPANY has suoceeded to all the rights and obligations of Sncw Mountain Water and Power Company under said agreement; and ;iHEL.EAS the parties hereto wish to amend Paragraph "D" of Section FIRST so that the cost of joint polos thereunder shall be 11' determined by the schedule of Joint pole prices as adopted from time to time by the Joint Pole Association of California: NOW, THEREFORE, in consideration of the premises and other valuable consideration between the parties hereto moving it is hereby Mutually agreed by and between the parties hereto that said agreement is hereby amended by substituting in plane of Paragraph "D" of Section FIRST the provision, and the parties hereto mutually 'a` agree, that upon the completion of the erection of poles and guys as in said agreement provided the party or parties who have done the work shall render within thirty (30) days thereafter to any other party or parties who will occupy said.polea, itemized bills showing the post of said poles and guys, the erection thereof and the rights of way therefor, in acoordance with the schedule of joint prices as adopted from time to time by the Joint Pole Association of California insofar as applicable thereto. Said bills shall be accompanied by certified copies of deeds for all said rights of way and each party shall pay to the party or parties rendering said bills within thirty (30) days after the reoeipt thereof its portion of the total cost of the poles, guys and rights of way as so indicated. The party of parties furnishing and erecting said poles and guys shall thereupon grant, Bell And convey to the party or parties making such payment by a suitable deed or supplement hereto an interest in said polos and guys. IN ':ITNESS WHEREOF, the parties hereto have caused these presents to be executed on the day and year f irat above written. THE ?ACIFIC TELEPHONE AND TELEGRAPH COMPANY, Approved: By J, A. Corcoran Its Vioe Pres. & Gen. . gr. and by W. J. PhillipO H.A.W. General ?lent H;n.a er AEh Fullerton Attorney Its Secretary PACIFIC GAS AND ELECTRIC COMPANY, By P. M. Downing and by Its First Vice ?res. a: Gen. Mgr. Its Ascis tont 6ecretary TOWN OF UKIAH CITY, By J. U. Thomas Its ;-layor and by Fred L a prth Its Clerk THE WESTERN UNION T ELEGRAPH COMPANY By E, Y, Gallaher Its Vies President and by A. L, Burleigh Its Sears tart' 1 I TK5 AGRFlig T jade this Mrd _ dap of J.nuaM 1913 2 , by and between THE ?AC1FIC 'TEL:1;7/1ONa t,:.D i'ELuaRAPN CO U'ANY, a 3 corporation, CNON f10UVT1,IH WATIH / D POdL'ft OOMUY, a corporation, 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 T'vFi CF J!:L t OITY, a municipal corporation and TRIS WESTERN UNION T.Z.:0RF.:H Cots?LLY, a oorporationt I T N E S SET Ht WW,IHEAZ, the parties to this agreement and suoh other corporations or persons as nay hereafter aubsoribe hereto, main - Hain and from time to time oonatruot pole lines in the Town of Ukiah City and vicinity, In Ycndooino County, State of (Californias and wNEREAS, tea same streets, roads, highways, alleys, and other publio places are frequently required by the parties hereto for the erection and maintenance of poles and the placing thereon of the wires and appurtenances thereto used in their raspaott,. business, and it is found desirable and sometimes imperative that certain poloa shall be used jointly by the parties hereto in order to avoid having two or more separate lines of polos on the same side of streets, roads, highways, alleys and other publio 31. a c e s, and 22 viraREAS, it is the desire and purpose of all, puttee to, 23 this agreement to maintain the last slumber of poles praotiot+ble `4'. 24' • or distribution or other purposes on the same side of said 1 26streets, roads, highways, alleys and other publio places in the 1 28 1 27 :said Town of Ukiah City and vicinity, in Mendocino County. 281' NOW, Titk8ErORE, it is mutually agreed by and between the parties hereto as followas 29 3o 'I FIHSTt The erection of neer poles and pole lines by any parties hereto is the Toun of Ukiah City. and vicinity, shall b• 'Uk'S 31 32 Subject to the following terns and oonditionat 11 P • (a) When any party of parties desire to erect 1 ,1 additional poles or to replace any existing poles the . , party or 2 !parties so desiring shall aubtait to the other parties plana and 3 descriptions indicating the nature, the approximate location and 4 purposes of such construction or reoonetruation. The parties I 5 ;receiving such plans or descriptions shall either accept, 8 subject to modifications they may wish to recommend and whioh i 7 caro agreed to by the other party or parties or reject said plans 8 g or dosorl tions in writing within ten (10) days or ainrter time, if so required by the party or parties desiring to erect arid 10 ;poles in default of which, or in the event of the other party 11 12 1 !or parties not considering joint use of the now poles desirable 13 'frons its or their standpoint the party submitting the plans or 1 14 °descriptions may prooeed with the work at its or their own 15 ,expense. The party or parties erecting suoh poles shall remain 16 the sole owner thereof. 17 ; 18 I (b) Should plans or descriptions for poles for joint ,use be agreed upon, the party or parties first submitting the 19 I; jsar�e shall, if possible, obtain all necessary permits, agreements, 20 21 'leases or aoaveyanoes for ri to-of-wa E3h y therefore in the names of 22 Ithe parties who will occupy said poles. Should any material 23 'deviation from the approved plans be necessary, suoh deviation � ���� 24ib hall be approved in writing by representatives of the parties 25 horeto. I I 28 (o) Mien all rights-of-way have been obtained, 27 or partiee agreed upon shall proceed with the creation or the 2d proposed poles► Including the noceesa ry guye, 1A anoordanae with 29 nnid plans or dosoriptions. the party a•: 30 31 (d) Upon the completion of the oreotion of said poles„y;.}; and guys, the party or parties who have done the work ehall render 32 to any other party who will occupy said poles, within thirty (101 1 poles and guys, the erection thereof, and the rights-of-way itherefore, accompanied by certified oopiea of said rights-of-way, 1I Eaoh party shall pay to the party or parties rendering said 2 bills within thirty (30) -days after the receipt thereof, its 3 1 4 proportion of the total coat of the poles, guys, and righta-of-way I as so indicated. Tho Arty or parties furnishing and ereoting 5 Isaid poles and guys shall thereupon grant, sell and convey to 6 7 the party or parties :laking suoh payment, by a suitable a upplement 8 hereto, an interest in said polos and guys. i 9 (e) If any party erects poles without notifying the 10 :other parties, it shall not incur any liability or penalty 11 thereby. 12 5EC01D: The acquisition of the right to use poles owned 13solely by any other party or parties hereto, now in plaoe or set 14 hereafter in said Town of Ukiah pity, shall be aubjeot to the 15 !following terms and conditions: 16 (a) If any party deeirea to plane its wioea and 17 ,' a:, lianoes upon P p poles owned by any other party or parties, which 18 are adequate in size and safety for joint use, for the right to 19 use said polea during the period they will safely support the 20 wires and appliances of such parties, the former ahall pay to 21 22 said other party or parties,upon demand, an amount based on the 23 24 coat of said poles and agreed upon by and between said parties in each such case. Upon receipt of such payment, the owner or 25 'owners of said poles, shall grant, aell and convey to the former, 26 by a suitable supplement hereto, an easement oonaieting of the ✓27 permanent right to 000 upy said poles hereunder. The former shall 28 also reimburse said owner or owners, upon demand, for the Dost ,29 of rearranging the owners' wires and appliances than in place .30 upon said poles in a manner such as to provide proper space and. 31 clearance for the wired and appliances which the former party X32 desires to place and maintain upon paid poles. (b) If any party desires to extend its wires and 1 Iappliances along a route or position occupied by poles owned by ' say other party or parties, and maid poles are adequate in else 2 and safety for the use of the owner or owners, but not adequate 3 in size or safety for joint use hereunder, the former shall 4 : replace said poles with other poles suitable for such joint use 5 ' and remove the existing poles at its own risk and expense. The 8 poise so removed shall beoome the property o1' the former. For 7 the consideration consisting of the poles replaced, and the othrr 8 ' good and valuable ooneiderations moving 1'ron the owner or � iowners 9 of the polus replaced to the former, as the result of auoh an 10. 11 arrangement,, the former shall grant, sell and convey to said other party or parties, by a suitable supplement hereto, an interest 121; 13 I in the now poles. The former shall also reimburse the said other 141 party or parties, upon demand, for the cost of transferring said 15I'other party or parties wires and appliances to the new poles. 16 ,If in any ouch case such an arrangement is not equitable to the 17 I; parties, other 18 the parties hereto in each,auoh case, may apply. 19 (o) If any party desires to extend its wires or 20 applianoea along a route or position occupied by polea owned by 21 221 any other party or parties, and any or said poles are inadequate 23 lin size and safety for the wires and appliances than in plana 24 (on said poles, or to be placed on said poles, within a relatively 25 short period, or other wise inadequate for the use of the owner 26 nor owners, said poles shall be replaced with other poles adequate 27 (in size and safety for joint use hereunder bythe party or parties 28 agreed upon as the proper party or parties to do such work. 29 Each party shall share equally in the net expense of auoh re- 30 placement and shall become an owner of an equal Mare in the 31 new poles in the manner indicated by the rirat Rection of this 32 egx'eemont. The owner or owners of the poles so reolaaed mr,.,i terms, as mutually agreed upon by and between 1 2� 3 Band the maintenance and use of poles jointly occupied hereunder, �.ahall be subjeot to the following teras and oonditiona. 4 : 'transfer its or their wires and appliances to the new poles at ;its or their own sole rials and expense. THIRD; The erootion of poles for Joint 000upanay hereunder, 5 8 7 8 (a) It is understood and agreed that poles erected for the purpose of supporting the Telephone Company's toll or trunk circuits not in cable shall be exempted from the operation of this agreement except to the extent that the other parties may 9 secure the right to occupy said poles for tho purpose of attaching 10 to them trolley contact wire supports, street lamps supports, 11 guy wires and to not more than two (2) adjacent poles, wiree 12 carrying lose than the voltage speoifiod in the • specifications 13 hereinafter mentioned. Eaoh party may also obtQin the right to 14 ;occupy more than tuo (2) adjacent poles with wires carrying loss 15 than seven hundred (700) volts, provided suoh o3oupanoy is approve; 18 by the Telephone Co's. Chief Engineer in eaoh case, and said wires 17 18 ,are placed and maintained subjeot to the limitations as to the 19 number of consecutive poles to be so occupied, as specified by 20 21 22 23 24 25 28 said Chief Engineer in each euoh oeee. (b) Polos to be ereoted for joint use hereunder ahall :be sound, straight, wood poles, free from wet or dry rot, aun 1 ,oracks and other defects and otherwise satisfaotory to the parties i! hereto. Said poles shall be roofed at an angle of forty-five (45) • ;degrees, shall be equipped with steps in a manner oorresponding :to the Telephone Company's specifications for similar construction, 27 and shall be painted when necessary or advisable. Special types 28 29 of poles shall not be used except when necessary and speoifioally 30 agreed upon by the parties hereto. Each standard length of pole 31 °hall include poles from three (3) feet under to two (2) feet 32 (over such length; for examples all poles from forty-two (42) feet pto forty-seven (47) feet lona! shall be nnnwlrinnw.l ii.r1 • i1 foot poles. (o) For the uses and purposes of thio agreement, unsafe 1 ,poles shall include thoaa poles which have been in place for a 2 period approximately pproximately equal to the normal useful life of similar 3 poles in the same locality and those polos whioh oompe tent 4 'inspootore, eolootod by the parties hereto, consider an unsafe 5 'support for the wires and npplianoea then in plane upon paid 8 'poles, by reason of defects, dooay or otherwise. 7 i 8 (d) The changes in the wires and appliances in Nee° 9 upon any pole owned by any party or parties to be jointly ocoupie d 10 hereunder, necessary to provide proper space and oletranoo for the wires and appliances of another party or parties, shall be 12 made before the wires and appliances of said party or parties 13 !are placed upon said poles. Each party agroes to transfer its wire 14 ;and appliunoee from existing 6 Pole lines to new pole lines erected 15:for joint use hereunder, in a manner and at a time suoh that 18 the erection of the new poles and the removal of existing poles 17 18 will not be unduly interfered with or delayed. 19 11 (e) It 1s understood and agreed that any apace reserved J'for the exclusive use of eaoh party on said poles and for 20 21 cloa.ranoe may be occupied by such guy, lamp suspension and 22 ivertioal contaote of any party as may be placed in a000rdanoe 23 ,with the specifications hereinafter referred to and will not 24 prevent or interfere with the full utilization by any party of 25 the apace reserved for its use. 28 (r) All wires and appliances attached to said jointly,, 27 occupied polos,and the poles theme elvee shall be oreoted and 28 maintained in accordance with all State and Municipal laws and 29 regulations whioh may apply, 30 (g) All poles jointly occupied hereunder and a 11 31 attachments to said poles shall be aonetructod, oreoted and 32 ' insuintained in accordance with the "Rules Governing the Joint Use !of 'oles" as adopted by the Pacific Telephone and Telegraph 2. Company and known at the American Telephone and Telegraph Company's 3fispecifications Uo. 2651, together with Appendix Yo. 1 attached 4 and as Exhibit "A" made a part hereof. Each party expressly 5'nxrees that it will not plane or maintain on any pole jointly 8 ' ocoupied hereunder any wires or appliances carrying voltages 7 Hrenter than those Bp, oified in said Exhibit "A". 8 (h) If, to oust its own convenience, any party hereto 9 jshall at any time desire to make any changes in the location of 10 ,any of said jointly 000upied poles or attaohmente thereto, or 11 i 12 :in the jointly occupied polos themselves, it shall have the 13 !right so to do, provided that such changes shall not inconvenience 14 the other party or parties. The coat of all labor and material 15 .required for making such changes shall be borne by the party 16 17 (i) Each party hereto shall, at ite own sole risk, 18 !coat and expense, place, maintain and keep in good order, repair 19 land condition, its own wires and appliances upon said :jointly ;desiring the same. II 20 (occupied poles, and shall promptly replace or repair any of its 21 defective wires and appliances thereon when notified so to do by 22 •, the other party or parties in writing. ing If the wires and appliances 24causingsuch displacement shall replace and securely guy the pole 25 or poles so displaced et ite own sole risk and expense, and in 26 case of its neglect or refusal ao to do for thirty (30) days after 27)eing so notified by any other party, in writing, the latter shall 28 29 'pole or polee at the sole cost and oxpenne of the party whose 30 ' duty it was to replace and guy the same'hereunder. 31 , 32!' . have the right to perform such '.or1c or replacing srrl guying said 1 2 3 5 e 7 (j) It due to any negligent act or omission on the part of any party hereto, any of the said jointly occupied polos are dostroyed or injured, the party guilty of such negligent aot or omission ahall, at its own sole Dost and expense, replace or repair the same immediately upon being notified by the other party or parties in writing, and it the party whose duty it is to roplaoe or repair the same shall tail so to do for the period of 8 ton (10) days after being notified in writing, any other party 9 shall have the right so to do, at the sole expense mad coat of 10 the party so failing. All ordinary repairs and replacements and 11 12 all repairs and replacements caused by an not or omission for which .none of the parties hereto shall be more responsible than the 13 14 others and all changes in locations of any of said poles which 15 shall be mutually agreed upon by the parties hereto, ahall be 16 made at the joint expense of the parties hereto and bythe party ty 17 who shall in each instance be agreed upon as being the proper 18 party to make the 'lame, exoept in emergencies, when the party 19 ;first upon the ground shall perform the neoeesary work. The 20 21 party raking such repairs or replacements shall, within thirty (30) days after the cosrpletien thereof submit to the other party t7 23 for• parties itemized bills elbowing the total post of said repairs 24 and replacements and thereupon each party shall, within thirty 25 30) days thereafter, pay to the party eub .ttting auoh bill its 28 proportion of auoh oost. All such replacements at joint expanse 27 shall be jointly owned. 28 29 30 31 poles, for the purpose of supporting the wires and applianoee of 32 and of the parties hereto, the name shall be erected, owned and maintained at the joint exp arse of he parties involved. Ir, (k) If, pursuant to mutual agreement, eny additional pole or poles shall be placed in any line of jointly oocupied (n) Any party hereto may terminate the joint ocoupanoy of any pole or poles hereunder by giving to the other party or 2 prr ties ut least sixty (b0) days written notice of the former'e 3 i desire to terminate the same and by removing therefrom its wires and appliances then in place thereon. Upon the expiration of the period of time designated in such notice and upon the removal by the party giving the same, of its wires and appliances, the said pole or poles shall forthwith beooma the pole property of the other party or parties, and the party torminat ing such 4 5 7 8 1' 9 I: 10 11 joint occupancy shall thereupon bo relieved from all liability 11 I as to such poles thereafter to be incurred, provided, however, 12 ; that such party shall not be so relieved until all o1' its wires , 13 and appliances shall hnve been removed from each pole or poles. 14 .If all the parties occupying such polo or poles desire to abandon' 15 nny of said' poles at the same time, the salvage or the net axpenae 18 of removal shall be shared or borne jointly, as the case may be. 17 (0) ,Each party shall pay all 18 lawfully levied upon its own 19 hereunder and a share of the 20 , lluvied upon the said jointly 21 1' portion to the amount of its 2211poles; provided that where any party hereto has an easement I;upon any of said polos for the purpose of computing its share of 24 the taxes it shall b• deemed to be the owner of an undivided 25 taxes and assessments property upon poles Jointly occupied taxes and aasessments lawfully °coupled poles themselves in pro - undivided interest in each of said I'interost therein' provided, further that 28 iahnll not be bound to pny any taxes upon 27 have in said poles, but the taxes on all 28 29 have an interest shall oe divided amoung 301 n£ if said parties were the only parties 31 32 -10- the Town of Ukiah City any interest it may poise in which it may the other parties hereto interested in said poles. 4 n 2 3 Ii 4 I' (p) !loch prir t' a'na'l lndes reify and rive hharnloss the others from any and all lots, damage and liability, including : i rbi 1.1 ty to other persona, caused by any nagllponee or i -ort daiaa; 9n the a,krt of the format or by its nogleot to porforn any of its oovenant 'herein contained. If any loos or dam cue shall bo suffered 4cr any liability to other poroono shall be 5 1r.otrrod by any nr all of the parties horeto by roason of tho lasLallntion, mnintenanoo ar operation of any of the wires, 7 Cixt.uree or Appliances of any or the partied hereto upon amid 8 jointly occupied polos, and if the aatme of ouch loos, damage 10 or liability aha11 be the jsiut or aonaurrent negligence or wrong doing of two sir throe of the portion hereto than eaoh of said 11 ; urtios ahn11 bear all loam and change which it shall auffar in 12 :-aspect to its own property, and shall Dear and defray E11 lis• 13 :+i.:i:.y to othor parsons incurred by any party hereto not respon• 14 n ible far Haid anoso by rennon of its own joint or concurrent ne7,l1gence or wrong dein,;, torgetnor with all expenses, charges ••r;d coats lnaurred in aotneation thorewitnp shall be borne rod 17 laid by tl:o p xr tioa responsible for such cause! but if the stuns 18 ' I of such loss, :bo age or liability anon be the joint or concurrent 19 6 9 Own 15 16 20 21 22 I! 23 24 nmgligonoe or wrong doing of all parties hereto, or the nogligon©e or wrong doing; of sorra other party for which nom of the portlea hor•esto is responsible,' or lo ao obscure that It ear ns be deter.. lined by whose r. 11penoo or wrong dolnd ouch loss, daunge or liability uaa aauaad, then in every auah Daae eaoh party horst* 25 ,tyt:11 bear all loss end dprege ahioh It slholl suffer in ronpeot 26 to its own propsrty, and aball boar end defray all liability • :ihioh it ,null incur for injury to its own enployeas and all 27 28 vLhcr lona, flan .. -o or liability Dotted ma in this pararreph spoeliiod, tor,etuer with ail .,:cpaiset, ahnrirea tad costa incurred 29 30 !n connection tnerawith, anal' bo borne and paid by the parties haroto jointly end in equal nh;nree. 31 „11- 32 1 2 3 4 5 8 ! 7 8 ' 9 I 10 II 11 12 on demand of any party hereto, bo submitted for arbitration 13 And award in a000rdanoe with tho law and the faots•to five 14 I persons, of whom one shall be appointed by the Telephone Company, r (q) !Whenever any dieagree,ent or controversy shall arise between any two of the parties hereto conoernin; the construction moaning of this azreement, or conoornin,; any of their rivhts or obligations hereunder, or ooncorning uny violation of the provisions thereof, or any refusal to perform any aot or duty herein provided for, such disagreement or nontroversy shall, on demand of either of said partiea, be submitted for arbitra- tion and award in accordance with the law and the facts to throe persons, of whom one shall be appointed by each of said parties and the third by the two so appointed= or whenever any such disagreement or controversy shall arise between three or all of the parties hereto then auoh disagreement or controversy shall, 15 one of the Town, one by the 'ower Go:apany and one by the 18 Zelegraph Company, and the fifth by the four so appointed. The 17 ;award of the arbitrators so appointed shall be made in writing 18 19 and signed by such arbitrators or a Majority thereof, m d any 20, award so made 'oy a majority of such arbitrators shall be final 21 and conclusive upon tho par ties hereto. iraoh party to such 22 I� i arbitration shell pay the expenses of the arbitrator appointed 23 by it and a ,Iproportionate share of the expenses of the third 24f or Cifth arbitrator. It is understood and agreed that all 25 28 eliminating any hazarda or interference shall be referred to 27 arbitrators on provided herein and in every auoh case the 28 29 arbitrators anall be cualiliod enhineere, who shall not only 30 deoide what snail be done, but also which of the parties to said 31 3isanreement or controversy shall beer the expense of any nacos- oar/ work. disagreement or controversies regarding the proper method for 32 1 2 3 4 8 e 7 8 9 10 11 12 13 14 15 16 17 18 19: 20 21 22 T.P.T. & T. Co. C.J. 23 n. Y.. 24 W7'9117 25 29 Ill ',:IT2'ESS ' HEREOF, the parties hereto have caused these presents to be Form Approved Felix T. Smith Await Attorney exeouted on the day and .pproved C.4. Burkett, Chief Ln:;sneer :approved 1). P. Fullerton (1{) Gentl. Supt. of Plant .approved for Town of Ukiah E. Anker, City Lleo. .`.pproved City Attorney ; proved W. . Ornham Ge,noral Manager 27 , 28 29 30 32 elm year first above written. THE PACIFIC TLS?HONE i.iI 'r' L../R1PH CO. By J. M. s..uaT 61.0.N.) viae :':eaident By Geo, J. Petty secretary SACW i4GUl1T:.IN .Nil P':'r'ER CO. By N. 0. ; adtson Vice dreaident By 1). H. 1•:o3rath Secretary T C' Di CI` MM.!' CITY By J. B. :.rsith. =resident of its Soard of Trustees By Altier.t 11t H.F dte er1t of its City of Ukiah THE WESTERN UNION TEMDRxPH OCMFANY By OWN. 13. Atkins First Vioe-:'resident By Andrew F. Bur]eiah Secretary A 'AC IF IC r3AS AND ELECTRIC CO. :meat. •.Jpor. & ? stintonance Joint Vole Agement City of Ukiah August 3, 1944 Thr. Clifford iArtletts In eoe:ordeaoe with a reosnt requert fro.:e the n ntanosa fIFtioe, copies kwve been prepared of cite agree. vent oovering joint use of pales by the l'aoirio Uas and Sleotrio Company, rhe l'acifio Telephone and Telegraph Company, Ze Western Union Telegraph Company and the City of I7ltiah. The original Joint tole itgree sent 18 dated January 3, 1918 and was eup;}lemented by agreement of `otober 10, 1930 to define the method of determining the ooet of joint poles. A copy of each of these agreemonte is attached for _ •r. .nopf es files and n oopy is being forwarded to r. 'arkor at uanta nook for his use• R. R. CCW,E3 i?il t AaauimEnT, .lade this 2.0th , day of Coto:Jar, 1930, by and between Jaz ,.'(.Cie .ZG 'E:,,,.11oNE .i1)LEOR. ;T CO P:TY, a sorporation, PACIFIC OAS AYD r' .LCTHiC COMPJNY, a corporation, SOWN CP UNIAH CITY, a municipal corporation. end TEM 1410rWiN UNION T2 LXRAPH COMPANY, ea corporation, wITNESSEi'3= ',ARREAR T2 PACIFIC THLEPHCIE /JW TELEGRAPH COMPANY, ';TMit'r; S?''UVT: Iii WATER PID ;'O'Wa COI°XPi ? T, TOk1Ii OP UKS1:.0 CITY and TRE 'i1J:ERN UNION TEL, QR.+° II COMPANY entered into a joint pole agreen.nt on January 3rd, 1918, covering the ereotian of poles in the Toon of Ukiah City= end W$F:ij as the PACIFIC GAS AND ELECTRIC COMPANY has succeeded to all the riGhts and obligations of Snow Mountain Slater and Power Company under said agreement; and rIVIEAS the parties hereto wish to amend, Paragraph "D" of sotion PIMIT so that the ooat of joint polos thereunder esha11 be determined by the schedule of joint pole prices as adopted from time to time by the Joint Pole Asaooia talon of California: EW, mmisron, in consideration n of the premises and oiler valuable consideration between the parties hereto moving it is hereby mutually agreed by and between the parties hereto that said agreement is hereby amended by iubstitnting in plate of Paragph "D" of Section FIRST the provision, and the parties hereto mutually woo, that upon the completion of the erection of poleo and ove as in said agreement provided the party or parties who have done the work shall reader within thirty (30) days thereafter to any other party or parties who will 000upy said poles, itemised bills showing the cost of said polos and guys, the creation thereof and the rights of way therefor, in s000rdanos with the schedule of joint prices as adopted train time to time by the Joint Pols Aasoctntian of California insofar as applicable thereto. Said bills shall be accompanied by oertitied copiss of deeds for all said rights of way and each party shall pay to the party or parties rendering maid bill* 4thin thirty (10) days after Vas reoetpt thereof its portion of the total cost of tbs poles, guys and rights of is as so indicated. The party of parttime furnishing and *rooting said poles and guys shall thereupon grant, sell and convey to the panty or parties making such payment by a suitable deed or supplement hereto an ingest in said poles and gum, lea '.ITNESS Immo?, the parties horst* have oaused these presents to be +s►xsouted on utas day and your first above written. THE MaIF/0 TELEPHONE AND =WRAPS COY4PA.W1', Approved= BY _ J. A_Lgr• £tis Vtosc�gr. Denerai Plant t-:5 r* er and bT W Je,,,1P 1iiDL ... s :ieoretary ?ul,1a 'ton Attorney r'ACIPIQ OAS tai» ELHOTRIO CWAVY. a/ P Mi fts first ice Prose at tion. •. and by Asaistant i4soretary .2. TOkii G?=MI LIT3C, 3y is lit_ x� La •til►yor and b.v�„�yrksai [3r3 L,.r i tia C 1.►rk Ding WESTERN UE11O; T =ORA FR COH'ANT DT ' Os e1 ray -....... and by .., I> ears tali