HomeMy WebLinkAboutUkiah Wireless Powered by Wi-Fiber (UWPWF) 2022-07-01 COU No. 2223-098
Antenna Site License/Lease Agreement
This Standard Antenna Site/Lease Agreement ("Lease") is entered between "City of
Ukiah" "Lessor") and Ukiah Wireless Powered by Wi-Fiber ("Lessee"). For good and
valuable consideration, the parties hereto agree as follows: This lease agreement is
subject to the terms and conditions of the agreement between the Lessee and Lessor.
l) Premises
A fifteen (15) by fifteen (15) foot plot ("Premises"), generally in the location
identified in Exhibits A and C, to install the equipment and infrastructure as
described in Exhibit B, for the sole purpose of providing high-speed internet to Ukiah
Valley residents. Lessee has the right to install and maintain on the proposed site
identified in Exhibits A and C, all required hardware and electronics. Equipment
will include: data enclosure, power supplies, cabling, charge controller and UPS
(uninterrupted power supply) system, any necessary networking equipment and or
temporary use of generator during power loss. All equipment installed on the
Premises must have prior approval by Lessor and property owner. The
communications installation in the proposed site identified in Exhibits A and C must
be at least twenty (20) feet from the centerline of the existing road to maintain
existing access. Lessee shall also have a non-exclusive easement over the existing
pathway from Redwood Avenue to the Premises, for access to complete the
installation and maintenance of the equipment, but at all times making certain that
any gates along the path remain closed and locked.
2) Use
The Premises shall only be used by Lessee for the installation of the equipment
needed for the transmission and reception of radio communication signals on various
licensed and unlicensed frequencies, to provide residents of the Ukiah Valley with
high-speed internet access. The Lessee will follow all federal, state and local
regulations, licensing requirements, and laws governing the construction,
establishment, and operation of radio communication signals and transmission and
associated infrastructure.
3) Terms
This 5-year term Agreement shall begin on . 7/1/2022 and shall remain in full force
and effect until 6/30/2027, unless sooner terminated as provided herein.
A. Provided Lessee is not in breach of this agreement, Lessee shall have the
right to renew the Lease for additional five (5) year terms at the sole
discretion of the Lessor based on the conditions set forth herein. Lessee
shall give Lessor written notice of the intent to extend the Lease at least
ninety (90) days before the termination of the initial term.
B. Lessee shall have the right to exclusivity at the Premises as to other
wireless internet providers as necessary to prevent any interference in
their radio signals from other providers.
C. Lessee is required to follow all state and federal safety and fire codes to
ensure that the risk of fire is minimized during construction and operation
of the communications site. Fire avoidance procedures, establishment of
fire breaks, and available fire safety equipment must be utilized year
around to ensure that the highest standard of fire safety is maintained.
D. Legal Compliance. Lessee agrees to comply with any and all applicable
local, state and federal laws, regulations and standards, including, without
limitation, Federal Communication Commission operation permits and
licenses.
E. Lessor is not financially or contractually liable for any events that impact
Lessee's ability to access the site or situations that cause a disruption of
service to Lessee's customers. Events include but are not limited to
natural disasters, fires, vandalism, adverse weather events and access
limitations to site due to unavoidable events.
F. Lessee agrees to immediately notify Lessor should any hazardous materials
from batteries, paints or other liquids spill onto the Premises. Lessee
agrees to full financial responsibility for cleanup and disposal of all
hazardous materials and must comply with federal and state regulations
for hazardous material handling and disposal.
4) Rent
Lessee shall pay $350 monthly. Rent is due to the Lessor on the first of the month. A
ten percent (10%) late penalty will be added if not paid within ten (10) business
days.
At the commencement of the second year and each subsequent year thereafter the
rent for the Premises will increase by the percentage change in the Consumer Price
Index (CPI) during the preceding calendar year (January to December) but not to
exceed five percent (5%). CPI means the index for all urban consumers (1982-1984 =
100), U.S. City average, all items, published by the United States Department of
Labor, Bureau of Labor Statistics. In the event the CPI is discontinued or otherwise
not available, "CPI" shall mean such comparable statistics on the purchasing power
of the consumer dollar as is reasonably agreed on between Lessor and Lessee.
5) Improvements, Liability, Utilities, Access
Lessee has the right to erect, maintain, and operate on the Premises radio
communications equipment; including, but not limited to, transmitters, receivers,
all related equipment, radio transmitting and receiving antennas, and supporting
structures thereto as described on Exhibit B attached hereto ("Lessee's Facilities").
In connection, Lessee has the right to do all work necessary to prepare and maintain
the Premises for Lessee's wireless business operations, including connection of the
antennas to the transmitters and receivers. All of Lessee's installation work shall be
performed at Lessee's sole cost and expense and, in a good and workmanlike manner,
in accordance with Lessee's specifications. In the event of termination of this
Agreement, Lessee shall remove all Lessee's equipment, at Lessee's sole expense, on
or before the expiration of the term, and repais any damage to the Premises caused
by such removal to return the Premises to its natural condition. Lessee shall repair
all damage caused to the Premises due to Lessee's access to the site.
A. In the event of a long-term power shortage, Lessee has a right to furnish and
operate on the Premises a portable Honda 3000 generator (or comparable
generator) to power Lessee's equipment.
B. Lessor shall provide to Lessee, Lessee's employees, agents ,and subcontractors
access from a public right-of-way on the Premises to the Premises twenty-four
(24) hours a day, seven (7) days a week with twenty four (24) hours' prior
notification to land owner. Lessor is not responsible to maintain or guarantee
that the access path or "road" to the site on the Premises is accessible. Access
from public right-of-way to the Premises is provided in an as-is condition only.
Winter conditions (i.e. downed trees, landslides, extremely wet conditions) may
hinder vehicular access. Lessee must ensure all gates are closed and exercise
caution in barnyards and around livestock. No hunting or hiking on the Premises is
allowed. Lessee's access to the Premises is limited to business purposes only.
Lessee is fully responsible for all workers' compensation insurance and any other
required insurances for any employees working on Lessor's property. No smoking,
alcoholic beverages, or drugs are to be on Lessor's property at any time. Lessee's
tower may not be leased to other companies.
C. Lessee agrees to allow Lessor the right to reserve a service connection at no
charge for public safety should Lessor need to install public safety infrastructure
at any of Lessee's equipment locations. Lessor acknowledges that the equipment
and infrastructure at the Premises uses solar power and any additional equipment
installed by Lessor must not over burden the available power. Lessor reserves the
right to install additional solar panels if needed to support additional equipment.
6) Termination
Termination of this Agreement may be made by written notice served pursuant to
Paragraph 9 below; and
A. This Lease may be terminated by Lessee without cause and further liability upon
one hundred-eighty (180) days written notice to Lessor.
B. This Lease may be terminated upon written notice by either party forty-five (45)
days after written notice of default is served on the other party, if said default
remains uncorrected.
7) Insurance Requirements:
A. This Agreement shall not be executed by Lessor and Lessee is not entitled to any
rights hereunder, unless certificates of insurance, or other proof that the following
provisions have been complied with, are provided to the Lessor.
B. General Insurance Requirements. Without limiting Lessee's indemnification
obligations set forth herein, Lessee shall, and shall require that all subcontractors
hereunder, take out and maintain, listing the Lessor as an additional insured,
throughout the term of this Agreement, and any extensions thereof, the following
policies of insurance, placed with insurers authorized to do business in the State of
California with a current A.M. Bests rating of no less than A or its equivalent, against
personal injury, death and property damage which may arise from, or in connection
with, the activities of Lessee or its agents, officers, directors, employees, assignees
or subcontractors: Workers' Compensation Insurance, as required by the California
Labor Code, with statutory limits, and Employers Liability Insurance with a limit of
no less than $1,000,000 per accident for bodily injury or disease. Said policy shall
contain, or be endorsed to contain, a waiver of subrogation against Lessor.
C. Special Insurance Requirements. Said policies shall, unless otherwise specified
herein, be endorsed with the following provisions:
1. The above-referenced policies shall not be canceled, non-renewed, or materially
reduced in coverage without thirty (30) days' prior written notice to Lessor in
accordance with the notice requirements set forth herein. It is further understood
that Lessee shall not terminate such coverage until Lessor receives adequate proof
that equal or better insurance has been secured.
2. The inclusion of more than one (1) insured shall not operate to impair the rights
of one (1) insured against another insured, and the coverage afforded shall apply as
though separate policies had been issued to each insured, but the inclusion of more
than one (1) insured shall not operate to increase the limits of the insurer's liability.
3. For claims related to this Agreement, Lessee's insurance is the primary coverage
to Lessor, and any insurance or self-insurance programs maintained by Lessor are
excess to Lessee's insurance and will not be used to contribute therewith.
4. Any failure to comply with the provisions of this Agreement shall not affect the
coverage provided to Lessor or its agents, officers, officials, employees, and
volunteers.
5. Lessor is to be notified immediately if twenty-five percent (25%) or more of any
required insurance aggregate limit is encumbered, and Lessee shall be required to
purchase additional coverage to meet the above-referenced aggregate limits.
D. Insurance Notices. Any and all insurance notices required hereunder shall be sent
to the addresses set forth below in accordance with the notice requirements
contained herein.
Lessor: City of Ukiah
300 Seminary Ave.
Ukiah, CA 95482
7.2 Indemnification Requirements:
A. Hold Harmless, Defense and Indemnification. Lessee shall indemnify, hold
harmless, and defend Lessor against any and all claims, demands, losses, damages,
and liabilities of any kind or nature, including, without limitation, attorney's fees
and other costs of litigation, arising out of, or in connection with this Lease, Lessee's
use or access to or on the Premises, Lessee's acts whether passive or active,
negligent or intentional, or failure to comply with, any of the duties and/or
obligations contained herein, except such loss or damage which was caused by the
willful misconduct of Lessee.
B. Effect of Insurance. Acceptance of the insurance required by this Agreement shall
not relieve Lessee from liability under this provision. This provision shall apply to all
claims for damages related to Lessee's performance hereunder, regardless of
whether any insurance is applicable or not. The insurance policy limits set forth
herein shall not act as a limitation upon the amount of indemnification or defense to
be provided hereunder.
8) Destruction of Premises
If the Premises or Lessee Facilities are destroyed or damaged, Lessee may elect to
terminate this Lease as of the date of the damage or destruction by notice given to
Lessor no more than forty-five (45) days following the date of any such damage or
destruction. In the event, all rights and obligations of the parties shall cease as of
the date of the damage or destruction.
9) Notices
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed given if personally delivered, sent by electronic mail or
facsimile or by an overnight courier providing proof of service, or mailed, certified
mail, return receipt requested, to the following addresses:
If to Lessor:
Name: City of Ukiah, Attn: City Manager's Office
Email: cityclerk@cityofukiah.com
Address: 300 Seminary Ave, Ukiah CA 95482
Attention: If to Lessee:
Ukiah Wireless Powered by Wi-Fiber
311 S. Main Street
Ukiah, CA 95482
Attention: Lane Charpentier
10)Tit(e and Quiet Enjoyment
Lessor warrants that it has full right, power, and authority to execute this Lease.
Lessor further warrants that Lessee shall, provided Lessee is not in material default
of this Agreement, have the quiet enjoyment of the Premise.
11)Assignment
Lessor may, upon notice to the other party, assign or transfer its rights and
obligations arising under this Lease to any of its parents, subsidiaries or affiliates, to
successor by consolidation or merger, to a purchaser of all or substantially all of the
respective party's assets and to any partnership in which such party, or any of its
parents, subsidiaries or affiliates are a general partner. In all other instances either
party may assign or transfer its rights and obligations only upon written consent of
the other party, which consent shall not be unreasonably withheld or delayed.
12) Successor and Assigns
This Lease shall be binding upon and inure to the benefit of the parties, their
respective successors and assigns.
13) Miscellaneous
A. This Lease constitutes the entire agreement and understanding between the
parties, and supersedes all offers, negotiations and other agreements. There are
not representations or understandings of any kind not set forth herein. Any
amendments to this Lease must be in writing and executed by both parties.
B. If any provisions of this Lease are invalid or unenforceable with respect to any
party, the remainder of this Lease or the application of such provisions to persons
other than those as to whom it is held invalid or unenforceable, shall not be
affected and each provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law.
C. If a party is required to make a claim or bring legal action against the other
party, the prevailing party shall be entitled to their costs, legal fees, and expert
witness costs as determined by the Court.
DATED as of the date first written above.
LESSOR:
By.
Name: City of Ukiah
By: City Manager
Name: Sage Sangiacomo
Date: Sep 2, 2022
LESSEE: Ukiah Wireless Powered by Wi-Fiber
By:
Name: Lane Charpentier
Date: July 5th, 2022
Exhibit A
The property is located at Redwood Avenue, Ukiah, CA 95482, County of Mendocino and
State of California. Approximate Birds Eye View
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EXHIBIT B
The Premises shall consist of the following:
An enclosed metal structure, approximately 8 feet high, 10 foot long, and 8 foot wide. 2
Monopoles attached to container no taller than 25' in height. All batteries, equipment
boxes and generator (when on premises) will be enclosed in the metal structure. A solar
array will be mounted on the metal structure. The solar array will consist of up to 8 solar
panels which will be mounted to 2 inch galvanized pipe solar mount to be roughly 10 feet
by 5 feet. A 2 foot square plastic enclosure will be mounted to the self-supporting tower
base which will house the ethernet switch and power monitoring. The metal structure and
all equipment will be painted/coated to blend with environment and minimize visibility
from the valley floor. All equipment to be approved by property owner prior installation.
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