HomeMy WebLinkAboutU.S. Cellular 2020-05-06 COU No. 1920-245
AGREEMENT BETWEEN THE CITY OF UKIAH AND CALIFORNIA RURAL
SERVICE AREA#1,INC.,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 California Rural Service Area, #1, Inc., a California Corporation,
("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.
1.1. 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.
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(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.
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(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) Site Supplement means the form of the license granted by this Agreement,
described in Section 2 below, and shown on Exhibit A.
(q) 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.
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(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. Scone. 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.
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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
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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 Suunlements 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 commencing on the "Commencement bate" determined in accordance with
each Site Supplement, and expiring on the day before the tenth (loth) 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.
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(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
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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.
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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 California Rural Service Area
#1,Inc.,8410 W.Bryn Mawr Avenue,Chicago,IL 60631. Said fixed kilowatt hour
usage will be subject to change following any alteration to the proposed equipment
electrical ratings.
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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
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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
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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
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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.
(b) 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.
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(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
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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
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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. Assiw ment/SubleWmg.
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
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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
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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: City Manager
City of Ukiah
Ukiah Civic Center
300 Seminary Avenue
Ukiah, California 95482
With copy to: Director Electric Utility
City of Ukiah
Ukiah Civic Center
300 Seminary Avenue
Ukiah, California 95482
Licensee: California Rural Service Area
#1, Inc.,
8410 W. Bryn Mawr Avenue
Chicago, IL,60631
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.
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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. GoverningLaw. 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 Maieure. 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
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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 Ultiah 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 -L�da of
2020 (the"Execution Date"). y
LICENSOR: LICENSEE:
City of Ukiah,a municipal corporation California Rural Service Area #1, Inc., a
By: California corporation,
Name: aae Sa Giacomo By: .k
Title: City Manaaer Name: Sf1V�P
Title: ly 66 to
APPROVED AS TO FORM:
avvi �►'�1t1��C-1� ('OC_iivZ id-�lP�I-I
By: t)&Ved j.
Name: David J. Rapport
Title: City Attorney
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Ukiah/California Rural Service Area#1,Inc.Master Agreement
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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 California Rural Service Area#1, Inc., a California corporation , with its principal offices at
c/o 8410 W.Bryn Mawr Avenue, Chicago, IL 60631,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
Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to
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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]
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COU No. 1920-245
EXECUTED to be effective as of the date shown above.
LICENSOR: LICENSEE:
City of Ukiah, a municipal corporation California Rural Service Area #1, Inc., a
California corporation,
By:
Name: By:
Title: Name:
Title:
APPROVED AS TO FORM:
By:
Name:
Title: City Attorney
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Exhibit 1
Equipment and Municipal Facility
[see attached]
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EXHMIT 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.
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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
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period evidencing the insurance requirement and including the required
additional insureds set forth herein.
(5) 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.
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