HomeMy WebLinkAboutVero Fiber Networks, LLC 2026-04-031
Vero Lease Agreement 02.26
LEASE AGREEMENT
BETWEEN
CITY OF UKIAH
AND
VERO FIBER NETWORKS, LLC
THIS LEASE AGREEMENT (“Agreement” or “Lease”), dated as of the latter of the
signature dates below (“Effective Date”), is entered in Ukiah, California, by and between the
City of Ukiah (“City” or “Lessor”), and Vero Fiber Networks, LLC, a limited liability company
Vero” or “Lessee”). City and Lessee may be referred to herein individually as a “Party,” and
collectively as the “Parties.”
RECITALS:
A. The City owns that certain plot, parcel or tract of land, as depicted on Exhibit 1,
together with all rights and privileges arising in connection therewith, located at APN 180-110-
22 ( 1825 Airport Road), in the City of Ukiah, County of Mendocino, State of California
collectively, the “Property”). Lessee desires to use a portion of the Property for the location of a
temporary office and restroom, as well as storage of equipment and materials, in connection with
its work in designing and constructing the Ukiah Gigabit Fiber Project (“ Project”). City desires
to grant to Lessee the right to use (i) a 150’ x 200’ portion of the Property comprising an
approximate 300’ x 200’ parcel containing sixty thousand (60,000) square feet that is currently
vacant (“Premises”), and (ii) the non-exclusive right (the “Rights of Way”) for ingress and
egress, seven (7) days a week, twenty-four (24) hours a day, on foot or motor vehicle, including
trucks over or along a 10 foot wide right-of-way extending from the nearest public right-of-way,
AIRPORT ROAD, to the Premises.
B. The City desires that VERO Fiber Networks pay for temporary electrical power to
be provided to the Premises for the duration of the Lease, as needed by VERO. Phase 1 of the
Project includes the portion of work needed to comply with the FFA grant requirements,
including installing fiber optic network routing to connect the 375 unserved locations and any
passing locations included in the CPUC FFA Last Mile grant. Phase 2 of the Project is planned
as a VERO-financed project to extend the network to all other feasible locations throughout the
city.
AGREEMENT:
NOW, THEREFORE, in consideration of the above-recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, City and Lessee
agree as follows:
1. Lease.
COU No. 2526-200
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Subject to the terms and conditions set forth in this Agreement, City grants to Lessee the following:
a) a lease to the Premises;
b) a non-exclusive license to the Rights of Way, over the Property for access to the
Premises.
2. Use of Premises.
a) Subject to the terms and conditions of Section 1 above, Lessee may use the Premises
solely for the location and use of a temporary office and portable restrooms, storage of materials
conduit, handholes, vaults, fiber reels, poles, and related construction supplies), parking, including
for construction vehicles, trailers, and other related equipment, and space for a temporary office with
access to electrical service and any additional necessary storage containers; (ii) ingress and egress
over the Rights of Way of the Property for access to the Premises.
b) If fencing becomes necessary to divide the yard during Phase 1 of the Project, Lessee
shall be responsible for erecting the fence and for any costs associated with its maintenance.
c) Lessee shall not locate equipment outside the Premises without the written consent and
agreement of the City. Lessee shall comply with all applicable federal, state, and local laws, orders,
rules and regulations (collectively, “Laws”), applicable to Lessee’s use of the Lessee’s Facilities on
the Premises. City agrees to comply with all Laws. If Lessee wishes to negotiate an amendment to
this Agreement to relocate its equipment shelter to another area on the Property, Lessee shall have
sole responsibility for the relocation and will bear all expenses associated with the relocation.
However, the City shall have ultimate discretion to deny the relocation request. Lessee shall make
no other use of the Premises without the prior written consent of the City in the sole exercise of its
discretion.
d) Lessee shall allow access to the Premises by the City and any interested purchaser of the
Property upon seven (7) days’ written notice by the City.
3. Term.
The initial term of this Agreement shall commence upon the Effective Date and expire on January
31, 2028, thereafter (the “Initial Term”).
4. Termination. Either Party shall have the right to terminate this Agreement or any extension
thereof at any time upon giving the other Party sixty (60) days’ written notice. If this Agreement is
terminated, equipment placed on the Premises or installed by Lessee shall remain the property of the
Lessee. Upon the termination of this Agreement, Lessee shall have sixty (60) days to remove its
equipment and other facilities from the Premises and other areas of the Property. In removing its
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facilities and equipment from the Premises and other areas of the Property, Lessee shall not cause
a public or private nuisance or otherwise materially and adversely interfere with City’s use of the
Premises and other areas of the Property and City facilities on the Property and shall restore the
Property substantially to the condition it was in on the Effective Date. Lessee shall indemnify and
hold City harmless from any cost, damage, or liability arising from any material and adverse
interference to City’s use of the Premises and other areas of the Property and any City facilities
caused by Lessee or its officers, agents, employees or contractors during such removal. Sixty (60)
days following the expiration or earlier termination of this Agreement, City shall dispose of any
equipment or other personal property remaining on the Property thereafter in accordance with Cal.
Civil Code Sections 1993 et seq.
5. Rent.
Notwithstanding any other provision of this Lease, the parties acknowledge and agree that
no monetary rent shall be due or payable by Lessee to City during the Term of this Lease. The
Lease is entered into as part of, and in furtherance of, the project known as the Ukiah Gigabit Fiber
Project Partnership, as authorized and described in City Contract No. 2526-101. The parties agree
that Lessee’s participation in and performance of its obligations related to the Ukiah Gigabit Fiber
Project Partnership, pursuant to City Contract No. 2526-101 and any applicable agreements
incorporated therein, shall constitute full and adequate consideration in lieu of monetary rent.
Except as expressly stated herein, Lessee shall remain responsible for any other costs, fees,
utilities, maintenance obligations, insurance, or other expenses as otherwise set forth in this Lease.
6. Property Taxes.
The Premises is exempt from real and personal property taxes as City-owned property.
Lessee shall be solely responsible for any personal property or possessory interest taxes resulting
from its use of the Premises during this Agreement.
7. Indemnification.
Lessee shall indemnify, defend and hold City harmless from and against any claim, law
suit, judgment, loss, damage, cost or injury arising out of its possession and use of the Premises,
including, but not limited to, those caused by, or on behalf of, or through the fault of Lessee, or its
contractors, subcontractors, or sub-Lessees, invitees or in any way directly resulting from the
presence of Lessee, or its contractors and subcontractors upon City’s lands, including the Premises,
or any associated easements. Should City be named in any suit, or should any claim be brought
against it by suit or otherwise, whether the same be groundless or not, arising out of this
Agreement, or their performance, Lessee will defend City (at City’s request and with counsel
satisfactory to City) and indemnify City for any judgment rendered against it or any sums paid out
in settlement or otherwise. As used in this Section, “City” includes its officers and employees.
8. Insurance.
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Lessee shall, at all times during the Term of this Agreement at its cost and expense, buy
and maintain insurance of the types and amounts listed below. Failure to buy and maintain the
required insurance may result in the termination of this Agreement at City’s option. If Lessee fails
to procure and maintain the insurance described below, Lessee shall be in material breach of this
Agreement. In case of breach, City, at its election, shall have the right to terminate the Agreement
or to procure and maintain, at Lessee’s expense, substitute insurance with right of offset against
any money due Lessee.
a) Minimum Scope of Insurance. Coverage shall be at least as broad as:
i) Insurance Services Office form number GL 0002 (Ed. 1/73) covering
Comprehensive General Liability and Insurance Services Office form number GL 0404 covering
Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General
Liability coverage (“occurrence” form CG 0001).
ii) ISO Form No. CA 0001 covering Automobile Liability, Code 1 “any auto”
or Code 8, 9 if no owned autos and endorsement CA 0025.
iii) Worker’s Compensation Insurance as required by the Labor Code of the
State of California and Employers Liability Insurance.
b) Limits of Insurance. Lessee shall maintain limits of:
i) General Liability: $2,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage. If Commercial General Liability Insurance or
other form with a general aggregate limit is used, the general aggregate limit shall apply separately
to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed
per occurrence limit.
ii) Automobile Liability: $2,000,000 combined single limit per accident for
bodily injury and property damage.
iii) Worker’s Compensation and Employers Liability: Worker’s compensation
limits as required by the Labor Code of the State of California and Employers Liability limits of
1,000,000 per accident.
c) Self-Insured Retentions. Self-insured retentions must be declared to the City.
d) Other Insurance Provisions. The required policies are to contain, or be endorsed to
contain, the following provisions:
i) General Liability and Automobile Liability Coverages
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Vero Lease Agreement 02.26
A) The City, it officers, officials, employees and volunteers are to be
covered as additional insured as respects; liability arising out of activities performed by or on
behalf of the Lessee, products and completed operations of the Lessee, premises owned, occupied
or used by the Lessee, or automobiles owned, hired or borrowed by the Lessee. The coverage shall
contain no special limitations on the scope-of-protection afforded to the City, its officers, officials,
employees or volunteers except shall not apply to sole negligence of additional insureds.
B) The Lessee’s insurance coverage shall be primary insurance as
respects to the City, its officers, officials, employees and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of
the Lessee’s insurance and shall not contribute with it.
C) Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its officers, officials, employees or volunteers.
D) The Lessee’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer’s
liability.
E) Worker’s Compensation and Employers Liability Coverage.
The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from Lessee’s activities pursuant
to this Agreement.
ii) All Coverages. Lessee shall provide at least thirty (30) days’ advanced
written notice to City of any cancellation or non-renewal of any required coverage that is not
replaced.
e) Acceptability of Insurers. Insurance is to be placed with eligible California insurers
with an A.M. Best’s rating of no less than A-VII for financial strength.
f) Verification of Coverage. Lessee shall furnish the City with certificates of
Insurance and with original endorsements effecting coverage required by this Agreement. The
Certificates and Endorsements for each insurance policy are to be signed by a person authorized
by that insurer to bind coverage on its behalf. The Certificates and Endorsements are to be on
ACCORD forms. All Certificates and Endorsements are to be received and approved by the City
before the Rent Commencement Date.
g) Subcontractors. If Lessee uses contractors or subcontractors in its maintenance,
repair, replacement, upgrading or other work on the Premises, it shall require reasonable and
prudent coverage and limits from any of its subcontractors doing work hereunder.
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h) Property Loss. Lessor shall not be liable for any loss or damage to Lessee’s property
to the extent of the indemnification herein.
Notwithstanding the foregoing, Lessee shall have the may self-insure the coverage required above
with the City’s prior written approval. In the event Lessee elects to self-insure its obligation to
include Lessor as an additional insured, the following provisions shall apply:
Lessor shall promptly and no later than thirty (30) days after notice thereof or fifteen (15) days
before an answer is due pursuant to a summons provide Lessee with written notice of any claim,
demand, lawsuit, or the like for which it seeks coverage pursuant to this Section and provide Lessee
with copies of any demands, notices, summonses, or legal papers received in connection with such
claim, demand, lawsuit, or the like; Lessor shall not settle any such claim, demand, lawsuit, or the
like without the prior written consent of Lessee; and Lessor shall fully cooperate with Lessee in
the defense of the claim, demand, lawsuit, or the like. Lessee shall notify Lessor about the
disposition of all claims by Lessee’s insurance carrier and shall provide Lessor with any
information reasonably requested by Lessor concerning the Lessee’s insurance carrier’s response
to the claim.
9. Opportunity to Cure Non-Monetary Defaults.
If City or Lessee fails to comply with any non-monetary provision of this Agreement which
the other party claims to be a default hereof, the party making such claim shall serve written notice
of such default upon the defaulting party. Unless irreparable harm could potentially occur, a grace
period of thirty (30) days shall commence to run during which the defaulting party shall undertake
and diligently pursue a cure of the default. Such grace period shall automatically be extended for
an additional thirty (30) days, provided the defaulting party makes a good faith showing that efforts
toward a cure are continuing.
10. Transferability of Lessee’s Interest.
Lessee shall have no right to assign, sell or transfer its interest under this Agreement or change
ownership or control of Lessee (“Transfer”) without the prior written consent of the City in the
exercise of its discretion.
11. Execution of Other Instruments.
City agrees to execute, acknowledge, and deliver to Lessee other instruments respecting
the Premises, as Lessee or Lessee’s lender may reasonably request from time to time, provided
that any such instruments are in furtherance of, and do not substantially expand, Lessee’s rights
and privileges herein established. City also agrees to reasonably cooperate with Lessee’s efforts to
obtain all private and public consents related to Lessee’s use of the Premises, as long as City is not
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expected to bear the financial burden of any such efforts.
12. Quiet Enjoyment.
City covenants that Lessee shall have quiet and peaceable possession of the Premises
throughout the Term as the same may be extended, and that City will not intentionally disturb
Lessee’s enjoyment thereof as long as Lessee is not in default under this Agreement.
13. Subordination.
Lessee agrees to subordinate this Agreement to any mortgage, trust deed or other pledge
or interest which may hereafter be placed on the Premises, provided such mortgage, trust deed or
other pledge or interest does not affect Lessee’s the right to possession of the Premises, except in
connection with the enforcement or foreclosure of any such mortgage, deed of trust, pledge or
other interest or as otherwise required by a lender secured by any such mortgage, deed of trust,
pledge or other interest.
14. Binding Effect.
All of the covenants, conditions, and provisions of this Lease shall inure to the benefit of
and be binding upon the parties hereto and their respective permitted successors and assigns.
15. Entire Agreement.
This Agreement constitutes the entire agreement between the parties and supersedes any
prior understandings or oral or written agreements between the parties respecting the within subject
matter including, but not limited to all of the terms, covenants and conditions of the Existing
Agreement.
16. Modifications.
This Agreement may not be modified, except in writing signed by the party against whom
such modification is sought to be enforced.
17. Notices.
All notices, requests, demands and communications hereunder will be given by first class
certified or registered mail, return receipt requested, or by a nationally recognized overnight
courier, postage prepaid, to be effective when properly sent and received, refused or returned
undelivered. Notices will be addressed to the parties as follows:
If to City: City of Ukiah
Attention: City Manager
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300 Seminary Road
Ukiah, CA 95482
With copy to: Ukiah City Attorney
David J. Rapport, Esq.
Rapport & Marston
405 W. Perkins Street
Ukiah, CA. 95482
If to Lessee: Vero Fiber Networks
Attn: Sunita Krishna, Chief Executive Officer
740 US-24 Woodland Park, CO 80863
To Email: skrishna@verofiber.com;
ebiagi@verofiber.com
With a copy of Notices to: Evan Biagi, Chief
Revenue Officer
18. Force Majeure.
Neither City nor Lessee shall be liable for any default or delay in the performance of its
obligations under this Agreement if and to the extent such default or delay is caused, directly or
indirectly, by fire, flood, lightning, earthquake, elements of nature or acts of God, riots, labor
disputes, delays in transportation, unavoidable casualty, inclement weather conditions, acts of
public utilities, public bodies or inspectors, any delay or impediment caused by the other Party or
a party under the direct control or supervision of such other Party, the acts or omissions of the
other Party or any party under the direct control or supervision of such other Party, or any other
cause beyond the reasonable control of such Party; provided, however, that the non-performing
Party is without material fault in causing such default or delay (collectively, a “Event of Force
Majeure”). In the event of an Event of Force Majeure, the non-performing Party shall be
excused from further performance or observance of the obligation(s) so affected for as long as
such circumstances prevail and such Party continues to use its commercially reasonable efforts to
resume performance.
19. Incorporation of Recitals.
The Recitals are an integral part of this Agreement, and these Recitals are incorporated in
this Agreement by reference.
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Vero Lease Agreement 02.26
SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto bind themselves to this Agreement as of the
Effective Date.
City” “Lessee”
City of Ukiah Vero Fiber Networks LLC
By:____________________________ By:
Name: _________________________ Its:
Its:____________________________
By:
Date:______________________, 2020 Name:
Title:
Date: _______________________________
ACKNOWLEDGMENTS APPEAR ON FOLLOWING TWO (2) PAGES]
Anthony Lingis
COO
03/24/2026
Sage Sangiacomo
City Manager
04/03/2026
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LESSEE ACKNOWLEDGMENT
State of California
County of _________________________________)
On ________________________________ before me, ________________________________________,
insert name and title of the officer)
personally appeared ____________________________________________________________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature __________________________________ (Seal)
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
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Vero Lease Agreement 02.26
EXHIBIT 1
DEPICTION OF PROPERTY
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