HomeMy WebLinkAboutCellco Partnership d/b/a Verizon Wireless Master License Agreement Wireless Network MASTER LICENSE AGREEMENT BETWEEN CITY OF MERIDIAN AND VERIZON
WIRELESS FOR THE USE OF LICENSOR PROPERTY IN CONNECTION WITH THE
OPERATION OF A WIRELESS NETWORK
This Agreement is made and entered on this day of_ , 2023 by the City of
Meridian, a municipal corporation organized under the laws of the State of Idaho ("Licensor" or
"City") and Cellco Partnership d/b/a Verizon Wireless ("Licensee"), One Verizon Way; Mail Stop
4AW100 Basking Ridge,NJ 07920. 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 a municipal corporation organized and existing under the laws of the State
of Idaho to be addressed at 33 E. Broadway Avenue, Meridian, Idaho 83642.
B. Licensor is the owner of certain Street Lights located In the public right-of-way
situated within the city limits of Meridian, Idaho ("ROW").
C. Licensee is duly organized and existing under the laws of the State of Delaware and
is authorized to conduct business in the State of Idaho.
D. Licensee desires to construct, operate and maintain communications sites on
Licensor-owned Street Lights situated in the ROW and, for such purpose, desires to locate, place,
attach, install, operate, control, and maintain antennas and other related wireless communications
equipment consistent with small cell technology on Licensor-owned Street Lights in the ROW.
E. Licensee will agree to comply with Licensor's use requirements as provided herein.
F. Licensee is willing to reasonably compensate Licensor in exchange for a grant and
right to use and physically occupy portions of the Street Lights as provided herein.
AGREEMENT
l. Definitions and Exhibits,
I.I. 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.
(A) Agreement means this Master License Agreement for the Use of Licensor
Property in Connection with the Operation of a Wireless Network.
(B) Annual Fee means that Street Light attachment fee described in Section 4
of this Agreement.
i
(C) Application Fee means the Site License application fee described in
Section 4 of this Agreement.
(D) Business Day rneans a day other than a Saturday, Sunday or other day on
which commercial banks in the County of Ada are authorized or required to close.
(E) City means City of Meridian, Idaho.
(F) Code means Licensor's Policies, Regulations, and Ordinances, as they
may be amended, supplemented, or repealed from time to time.
(G) Commencement Date means the effective date specified in each Site License.
(H) Equipnneni means:
(i) Small Cell antennas and other wireless communications equipment
utilizing small cell technology that is specifically identified and described in .stlii "i [ attached
to each Site License (as defined below).
(ii) broadband backhaul transmission facilities, whether provided by
landline communications infrastructure(including,without limitation, fiber,conduit and related
equipment and improvements) ("Landline Backhaul Equipment") and/or wireless
communications infrastructure (including, without limitation, wireless microwave and related
cables, wires, equipment and improvements) ("Wireless Backhaul Equipment") that
interconnects with wireless communication equipment at the point-of-demarcation and is for the
purpose of providing backhaul service; and
(iii) the transmission media attached, mounted, or installed on a Street
Light in the ROW, in addition to control boxes, cables, conduit, power sources, and other
equipment, structures, plant, and appurtenances between the transmission media and the point-
of-demarcation for the purpose of providing wireless communication service.
(I) 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.
(J) Intes ference means Physical Interference and Radio Frequency
Interference.
(K) Laws means any and all applicable local, state, and federal statutes,
constitutions, ordinances, resolutions, regulations,judicial decisions, rules, permits, approvals
or other applicable requirements of the Licensor or 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 (as defined
above), 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.
(L) Losses means any and all claims, demands and losses, including reasonable
attorneys' fees and costs of defense.
2
(M) 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 Street Lights or the ROW.
(N) 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.
(0) 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.
(P) ROW means the surface of and the space above and below the public roads,
streets and alley right-of-way, and public utility easements or other public ways of any type
whatsoever, now or hereafter located and existing within the City limits,whether or not improved.
(Q) Site License means the form of the license granted by this Agreement,
described in e ti n 2 below,and shown on C t A,xliba and includes all additions and modifications
to the extent approved by Licensor as set forth in,Section 2 below.
(R) Small Cell means compact communication sites in a mobile network but
providing a smaller coverage area than traditional macrocells.
(S) Term means the period that this Agreement is in effect as described in Section
3_l of this Agreement.
(T) Street Lights means Licensor-owned poles and fixtures located within the
ROW that are designated or approved by Licensor as being suitable for placement of Equipment.
The term Street Lights, as used herein, shall not include decorative Street Lights, as designated by
Licensor.
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) Exlhihit>A Site License (plus attached exhibits).
(b) y1 Insurance.
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, 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 License, this Agreement shall govern and prevail.
2. 5,Ae i ense Granted a I-aerins,
2.1. Scope. Licensor, acting in its proprietary capacity as the owner of Street Lights in the
ROW,does grant(subject to Section 3 below)to Licensee a nonexclusive,revocable license to use Street
Lights 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 (the "Site License"). This grant is
3
subject to the terms,conditions and other provisions set forth in this Agreement;to applicable provisions
of the Code; applicable required Permits and all applicable Laws and reasonable regulations of any
regulatory agency having competent jurisdiction. This Agreement it is not intended to, and shall not,
preclude or impede the ability of Licensor to enter into other similar agreements in the future allowing
third parties to also use the Street Lights, or the ability of Licensor to redesign, reconstruct, relocate,
maintain and improve its Street Lights as it determines, in its sole discretion, is appropriate in accordance
with applicable Law. The Parties contemplate that any Site Licenses requested by Licensee shall only
become effective upon the written approval of Licensor and after such execution shall be subject to the
terms of this Agreement.
2.2. Use of Licensor Pronertv. The Site License, if and when approved by Licensor, allows
Licensee to access, occupy and use allocated available space on each of the Street Lights in tlx�JiiOi4 to
the Site License to attach, install, operate, maintain, upgrade, remove, reattach, reinstall, relocate and
replace the Equipment, as identified in such Exhibit 1€, solely for the purpose of Licensee operating a
Small Cell ("Use"), The Site License also allows the installation, operation and maintenance of Licensee-
owned ground based, pad mounted equipment cabinets and/or power pedestals needed for the operation
of Equipment attached to any of the Street Lights,together with any related conduit,cable orwiring,with
the location of any such cabinet or pedestal determined in connection with the issuance of a Permit (if
required) by City, Ada County Highway District("ACHD"),and other applicable entities,as required by
Law. Licensee shall have access to the Street Lights upon which Equipment is installed 24 hours a day, 7
days a week, subject to all limitations and other provisions of this Agreement including, without
limitation,Section 2.3 below.
2.3. Limitations on Use, Except as otherwise expressly provided herein,the Site License does
not authorize Licensee to:
(a) Occupy or use any poles,improvements or structures of any]rind,whether within
or without the ROW, other than the items identified as Street Lights shown i►-,Fah44f.'attached to a Site
License;
(b) 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 Licensor and located within the ROW;
(c) Occupy or use the ROW to the exclusion of Licensor for any use within
Licensor's jurisdiction, authority and discretion or of others to the extent authorized by law to use the
ROW. If the ROW has been opened as a public Highway (as used in the Agreement the term "Highway"
is as defined in 4aho Code§40-109(5)) Licensee's authorized use is subject to the rights of the public to
use the ROW for Highway purposes;
(d) interfere with the rights of holders of easements of record or obvious on
inspection of the ROW and statutory rights of utilities to use the public ROW,as is more particularly set
forth in Section 7.14 of this Agreement;or
(e) Take any action that would jeopardize the structural integrity of Licensor's Street
Lights, conflict with Licensor's operations, or interfere with the public's access or use of the ROW.
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 notify an authorized
4
representative of the Licensor of the proposed changes and obtain Licensor's written approval to make
such change.In addition to any other submittal requirements,and if requested by Licensor,Licensee shall
provide "load" (structural) calculations for all Street Lights upon which it intends to modify Equipment
in the ROW. Notwithstanding the foregoing, Licensee may modify its Equipment with like-Lind or
similar Equipment without prior written approval of the Licensor, so long as it: (i)does not differ in any
material way from the then-existing and approved Equipment; (ii) does not jeopardize the structural
integrity of Licensor's Street Lights or interfere with Licensor's operations; and (iii) does not interfere
with the public's access or use of the ROW.
3. Ter in - lLP—Licenses a d—Ag u=LL.Ca cellaation: ���dffi93:s1L9.i
®11!audool ent a#_Exjud a#�i2n.
3.1. Agreement Term. This Agreement shall be in effect for a period of twenty-five(25)years
commencing on the date that this Agreement is fully executed (the"Execution Date") and expiring on the
twenty-fifth (25th)anniversary of the Execution Date (unless sooner cancelled or terminated as provided
in this section) (the "Term").
3.2. Site License Term. Each Site License shall be in effect for a period of five (5) years
commencing on the "Commencement Date" determined in accordance with each Site License, and expiring
on the day before the fifth (5th) anniversary of the Commencement Date unless sooner cancelled or
terminated as provided herein (the "Site License Term"). Provided that Licensee is not in material breach
of the Site License or this Agreement, and that this Agreement has not been terminated, the Site License
Term will automatically be extended for up to three (3) successive five(5)year periods(each, a"Renewal
Term"), with the first five(5)year extension of the Site License Term commencing immediately upon the
expiration of the initial period of the Site License Term,and each additional five-year extension of the Site
License Term commencing immediately upon the expiration of the preceding additional period of the Term
unless notice of non-extension is provided to Licensor by Licensee prior to the coinmencement of the
succeeding Renewal Term.All of the provisions ofthis Agreement shall be in effect during the Site License
Term and any extension of the Site License Term. Notwithstanding anything to the contrary contained
herein, each Site License shall automatically terminate when this Agreement expires (or if this Agreement
is cancelled or terminated as provided in this section).
3.3. Licensor Termination. This Agreement and all Site Licenses may only be cancelled or
terminated as provided in this Agreement or any Site License. Licensor may terminate any Site License
Without Cause (defined below) before the date of expiration by providing the Licensee with one hundred
eighty (180) days express written notice of termination. In addition, Licensor may immediately terminate
this Agreement or any Site License immediately With Cause (defined below) upon written notice to
Licensee. Upon termination of this Agreement and all Site Licenses, Licensor may record a Revocation of
Agreement for the Use of Licensor Property in the Official Real Property Records of Ada County, Idaho.
If any Site License is terminated by Licensor Without Cause under this Section 3.3 prior to its expiration,
Licensor agrees to refund the unearned pro rata portion of any amounts paid to Licensor by Licensee in
advance. As used herein, the term "With Cause" shall mean any Default by Licensee(as defined in Section
17), and "Without Cause" shall mean a determination by Licensor that the termination of a Site License is
required for Licensor's operations or necessitated by future planned projects. Licensor will exercise
reasonable efforts to avoid terminating any Site License so long as Licensee agrees to relocate the
Equipment to an acceptable location approved by Licensor and such arrangement is documented in a new
or amended Site License.
5
3.4. Abandonment, If Licensee abandons the use of a Street Lights location for a period of six
(6) or more consecutive months, the Equipment for such Street Lights shall be removed at the expense of
Licensee and the Site License Term shall be deemed to have expired. In the event Licensee is unable or
refuses to remove such Equipment when requested by Licensor, Licensor may authorize removal and
Licensee shall be responsible for all costs incurred for such removal. Alternatively, Licensor may elect to
take title to abandoned property, provided that Licensee shall submit to Licensor, at Licensee's expense, an
instrument satisfactory to Licensor transferring to Licensor the ownership of such property. The provisions
of this Section shall survive the expiration or earlier termination of thisAgreement.
3.5. Licensee Termination. Licensee's Use is contingent upon Licensee obtaining all of the
certificates, Permits and other approvals(collectively the "Governmental Approvals")that may be required
by any federal, state or local authorities (collectively, "Governmental Entities") as well as a satisfactory
structural analysis of any Street Lights or other structures that will permit Licensee's Use. Licensor shall
cooperate with Licensee in its effort to obtain such approvals and shall take no action which would
adversely affect the status of the Property with respect to Licensee's Use. The Governmental Approvals
shall be a condition precedent to Licensee's signature of a Site License. In the event that: (i) any of such
applications for such Governmental Approvals should be finally rejected; (ii)any Governmental Approval
issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental
authority; (iii) Licensee determines that such Governmental Approvals may not be obtained in a timely
manner; and/or(iv) Licensee determines that the Governmental Approvals do not meet its requirements
(including cost), Licensee shall have the right to terminate the applicable Site License upon written notice
to Licensor. Notwithstanding anything to the contrary contained herein, Licensee shall have the right to
terminate any Site License for convenience on one hundred eighty(180)days' notice to Licensor. In the
event of such termination, Licensee shall remove its Facilities and Equipment in accordance with
Section 20 below and Licensor shall retain any rent paid to such date.Nothing in this Agreement shall
require Licensee to obtain a Site License from Licensor to install Small Cells on property not owned
or controlled by Licensor. Licensee covenants and agrees, however, that Licensee shall obtain all
Governmental Approvals that may be required for said Small Cells.
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. Annual Street Light Attachment Pee: Application Pee.
As of the Commencement Date for each Site License, Licensee shall pay to Licensor an Annual Fee
equal to$270.00 per site location for the use of each Street Light by Licensee pursuant to a Site License,
in order for Licensee to occupy and use space on the Street Lights. The Annual Fees provided herein
shall apply to any Site Licenses approved as of the mutual execution of this Agreement, which shall
automatically be adjusted in accordance Section 4.1(a) as set forth herein, and shall apply to any Site
Licenses approved hereafter. The Annual Fees for Site Licenses approved by Licensor shall be paid
per Street Light location, are non-refundable, and are due and payable within forty-five (45) days of
the initial Commencement Date for each Site License, and on or before each subsequent annual
anniversary of the Commencement Date during the Site License Term (or until such earlier time as
such Site License is terminated). Upon agreement of the Parties,Licensee may pay the Annual Fee by
electronic funds transfer and in such event, Licensor agrees to provide to Licensee bank routing
information for such purpose upon request of Licensee. Additionally, Licensee will pay Licensor a
$500.00 Application Fee for a single application that may include up to five Street Lights, with an
additional $100 Application Fee for each Street Light beyond five. The application will include
6
engineering drawings and a structural analysis stamped by a licensed professional engineer, along with
facility site elevations. Licensor will, to the extent practicable, respond to Licensee concerning each
application within thirty(30)days ofreceipt from Licensee providing its approval. Upon such approval,
and after Licensee obtains all required Governmental Approvals, Licensee will prepare, sign and
transmit a Site License for the locations in such application to Licensor; and Licensor shall then
countersign and return the Site License to Licensee. Licensee acknowledges and agrees that the Annual
Fees and each Site License Application Fee specified herein is reasonable and lawful.
(a) Effective on the first anniversary of the Commencement Date of any Site
License term, and continuing annually thereafter during the applicable Site License term, the
applicable Annual Fee shall be increased by two percent (2%) over the Annual Fee paid for the
immediately preceding year.
4.2. Permit. No payment is collected under this Agreement for any Permit issued in
connection with the installation of Equipment on any Street Light. Permit requirements, fees and
charges are solely governed by the requirements imposed by the Code and shall be paid by Licensee
accordingly. Fees and charges for any such Permit usually are collected at the time such a Permit is
applied for and issued.
4.3. Taxes. If Licensor is required by law to collect any federal, state, or local tax, fee, or
other governmental imposition (each, a "Tax") from Licensee with respect to the transactions
contemplated by this Agreement, then Licensor shall bill such Tax to Licensee in the manner and
for the amount required by law. Licensee shall promptly pay such billed amount of Tax to Licensor,
and Licensor shall remit such Tax to the appropriate tax authorities as required by law; provided,
however, that Licensor shall not bill to or otherwise attempt to collect from Licensee any Tax with
respect to which Licensee has providel Licensor with an exemption certificate or other reasonable
basis for relieving Licensor of its responsibility to collect such tax from Licensee. Licensee shall be
responsible for all Taxes that are assessed against or are otherwise the legal responsibility of
Licensee with respect to itself and its property.
4.4. Electric meter.Licensee shall install or cause to be installed,at Licensee's cost,a separate
electric meter on a ground mounted pedestal or on Licensee's pad mounted equipment cabinet as required
by the electric provider for the operation of its Equipment. Licensee's electric meter shall not, under any
circumstances, interfere with Licensor's operations. Licensee shall be responsible for paying all charges
for any electricity furnished by a utility furnishing service to the Equipment.
4.5. Pavments Made. All fees and/or additional payments shall be payable to Licensor at City
of Meridian, 33 E. Broadway Ave, Meridian, Idaho, 83642 attention: Finance; or via electronic transfer
to Licensor; or to such other places as Licensor may designate in writing.All payments shall be in lawful
money of the United States of America.
4.6. Interest. In the event of default by Licensee on any payrnent owed pursuant to this
Agreement or any Site License,the unpaid sum shall bear interest from the date the same became due at
the rate equal to the lesser of twelve percent(l 2%)per annum or at the highest rate permitted under the laws
of the State of Idaho.
4.7. Late Char eg_s.Licensee acknowledges that late payment by Licensee to Licensor of sums
due under this Agreement will cause Licensor to incur costs not contemplated by this Agreement, the
exact amount of which will be difficult to ascertain. Accordingly, if payment of any sum due from
7
Licensee shall not be received by Licensor within 10 days after the due date, then Licensee shall pay to
Licensor a late fee equal to ten (10%) of such overdue amount. The parties agree that such late charges
represent a fair and reasonable estimate of the costs that Licensor will incur by reason of the late payment
by Licensee. Acceptance of such late charges by the Licensor shall in no event constitute a waiver of
Licensee's default with respect to such overdue amount, nor prevent Licensor from exercising any of the
other rights and remedies granted in 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 may be required to apply for and obtain a Permit for work performed
within the ROW.Licensee's operation of the Equipment and work performed in the ROW shall not,under
any circumstances, interfere with the public use of the ROW. Execution of this Agreement or any Site
License does not constitute the issuance of a Permit. In the event of any discrepancy between the terms of
this Agreement and a Permit,the Permit shall control.
6. Basic Design and Installation Requirements for Using Street LiLyhts. The basic design of the
Equipment shall be described in Exhibit 1 to each Site License. All of Licensee's construction and
installation work for its Equipment on the Street Lights shall be performed at Licensee's sole cost and
expense and in a good and workmanlike manner. When Licensee and Licensor have agreed on an
existing Street Light location as a suitable site for Licensee's Equipment, but the existing Licensor-
owned Street Light needs to be replaced to accommodate the Equipment, then Licensee shall pay all
costs related to replacing the Licensor-owned Street Light, including but not limited to installation
of the replacement Street Light(the "'Replacement Street Light") and/or other items attached to the
existing Licensor-owned Street Light to the Replacement Street Light, and removal and salvage of
the existing Licensor-owned Street Light to the Licensor. Payment of the replacement costs does not
provide Licensee with any ownership interest in the Replacement Street Light. Licensor will be
deemed to own the original Licensor-owned Street Light and the Replacement Street Light. The
installation or attachment of the Equipment using the Replacement Street Light shall be at Licensee's
sole cost and expense.
7. Common Conditions or Requirements Applicable to Site Licenses Issued Under this
Agreement.
7.1. Submission of Plans and Specifications. For each installation,Licensee or its designee shall
submit plans and specifications for City review and approval.
7.2. Siting Priority Preference. Locations shall be prioritized based upon Licensee's technical
and radio frequency needs and construction costs.
7.3. Aesthetics. Equipment placement shall minimize negative impacts to the aesthetics of the
Street Light.
7.4. Residential Neip-liborhoods. Buildings of Special Interest. Other Limitations.
(1) Siting of Small Wireless Facilities within Residential Zoned Neighborhoods.
(a) When placed near residential property,the Small Wireless Facilities shall be placed
in a manner that minimizes visual impacts equitably among adjacent properties.
8
(b) Small Wireless Facilities shall not be located within 20 feet of the closest exterior
wall of the habitable portion(excluding porches,garages,and similar structures not
typically considered to be the habitable portion of a home)of a residential building
in a residential zoning district unless Licensee demonstrates that compliance with
this requirement would be technically infeasible.
(c) Licensee shall consult with Idaho Power for residential locations as needed.
(d) In addition,in areas zoned as residential,no two small wireless facilities owned by
Licensee shall be located within 600 feet of one another. Licensor may exempt
Licensee from this requirement if: (i) Licensee demonstrates through technical
network documentation that the minimum separation requirement cannot be
satisfied for technical reasons (e.g. the minimum separation requirement will not
result in effective coverage of the area), or (ii) Licensor determines, when
considering the surrounding topography; the nature of adjacent uses and nearby
properties;and the height of existing structures in the vicinity,that placement of a
small cell wireless facility at a distance less than 600 feet from another small
wireless facility owned by Licensee in the public ROW will meet the intent of
reducing visibility and visual clutter of Small Wireless Facilities.
(2) When placing a Small Wireless Facility adjacent to a building listed on the National
Register of Historic Places or otherwise designated as a historic place by a federal,
state,or local governmental entity,care shall be taken to locate the Equipment such
that it does not negatively impact the building.
7.5. Americans with Disabilities Act("ADA")Compliance.All Equipment shall be located such
that it meets ADA requirements and in addition:
(1) No encroachments shall reduce pedestrian clear space below 60 inches.
(2) Any Equipment placed next to a Street Light in the sidewalk must be placed on the
side of the Street Light with the minimum impact to pedestrian clear space without
impeding access to pedestrian push buttons and other accessible infrastructure.
7.6. Damage to Property. If Licensee damages or disturbs the surface or subsurface of any ROW
or adjoining property, pole, streetlight fixture, or other public improvement, in the exercise of the rights
granted through this Agreement, Licensee will promptly, at its own expense, and in a manner acceptable
to City, in City's sole discretion, repair the damage or disturbance immediately.
7.7. Public Emergency. In the event of an emergency or to protect the public health or safety,prior
to City accessing or performing any work on a Street Light on which Licensee has installed Equipment,City
may require Licensee to deactivate such Equipment. In such case, City will contact Licensee at (800) 264-
6620 to request immediate deactivation.
7.8. Street Light Maintenance and Replacement.
9
(a) Licensee hereby acknowledges that Licensee shall bear all risk of loss in connection
with: (i)damaged,downed or deteriorated Street Lights and Equipment where such damage is caused by
Licensee or any other person, entity, or party, except to the extent such damage is caused solely by the
negligence of City; (ii)the performance by Licensee of all maintenance and repair required under this
Agreement, or the failure or neglect to perform such maintenance and repair; and/or (iii) repair or
maintenance necessitated by Licensee's design, installation or use of the Equipment. If a Street Light
needs replacement or repair in order to hold Equipment due to the occurrence of any or a combination of
clauses Q, M and LD above, Licensee shall replace the same at Licensee's cost within a timefi•ame
reasonably determined by City and upon City's approval.
(b) In the event City needs to perform maintenance on a Street Light, City may require
Licensee to deactivate such Equipment if any of the City's employees or agents must move closer to the
equipment than the FCC recommended minimum distance. In such case, City will contact Licensee at
(800)264-6620 to request deactivation.
(c) Licensee may reinstall its equipment once a Replacement Street Light is installed
and functioning as approved in writing by City.
(d) Licensee shall have the right to temporarily use an alternate street light for its
operation during the replacement period at a location reasonably acceptable to City and Licensee.
(e) In the event City is responsible for replacing the Street Light, City shall only be
responsible for the cost of a standard Street Light, and Licensee shall be responsible for any cost to
customize the Street Light to Licensee's specifications.
7.9. Removal and Relocation.
(a) Licensee understands and acknowledges that City may require Licensee to relocate
one or more of its Equipment installations. Licensee shall at City's direction and upon ninety (90) days
prior written notice to Licensee, relocate such Equipment at Licensee's sole cost and expense whenever
City reasonably determines that the relocation is needed for a public use. In such case, City shall use
reasonable efforts to afford Licensee a reasonably equivalent alternate location. If Licensee fails to
relocate any Equipment as requested by the City in accordance with the foregoing provision, City (i)may
treat such failure as a Default under,Section 17 or(ii)may remove or relocate the Equipment at Licensee's
sole cost and expense, without further notice to Licensee. If City elects to remove or relocate the
Equipment in accordance with the foregoing clause M,Licensee shall pay to the City as applicable actual
costs and expenses incurred by City in performing any removal work and any storage of Licensee's
property after removal within thirty (30)days of the date of a written demand for this payment from City.
(b) In the event Licensee desires to relocate any Equipment from one Street Light to
another, Licensee shall so advise City. City may, in the sole discretion of City, use reasonable efforts to
accommodate Licensee, at Licensee's cost, by making another reasonably equivalent Street Light
available for use in accordance with and subject to the terms and conditions of this Agreement and to
Section 7.1 above.
7.10. Compliance with Law Required. The work done by Licensee in connection with the
installation, construction, maintenance, repair, and operation of Equipment on Street Lights within the
ROW shall be subject to and governed by all pertinent local and state Laws, including Ada County
10
Highway District ROW regulations, that are applicable to ensuring the work done does not unduly
inconvenience the public in the use of the surface of the streets and sidewalks.
7.I1. Identification of Utility Lines. Prior to beginning any excavation or boring project,
Licensee shall engage an utility locator service. Licensee has the responsibility to protect and support the
various utility facilities of other providers while conducting construction, installation, and maintenance
operations.
7.12. Submission of Engineering Plans. In conformance with paragraph 7_1, and prior to
installation, Licensee shall submit engineering plans to the City Engineer or Designee for review and
approval.
7.13. Non-exclusiveness. The rights and privileges granted to Licensee under this Agreement, and
each Site License described herein,are non-exclusive.
7.14. 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:
(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 traffic, public access or safety, or other
communications signal equipment, except as expressly permitted by the provisions of any Site License.
(b) Existing and Future Uses. Licensee shall not interfere in any manner with the uses
within the ROW, including but not limited to sanitary sewers, fiber optics, water mains, storm drains,gas
mains, poles, aerial and underground electric and telephone wires, streetlight fixtures, cable television,
and other telecommunications, utility,and municipal property without the express written approval of the
owner(s)of the affected property or properties.
(c) City Communications. Licensee shall not interfere in any manner with current or
future equipment or communications of City.
(d) City Interference. City reserves the right, but not the obligation, to maintain and
operate its Street Lights in such reasonable manner as will best enable it to fulfill its own service
requirements or obligations. However, City agrees that it will, to the extent practicable, install or permit
the installation of only such equipment that is of the type and frequency which will not cause harmful
Radio Frequency Interference to the then existing Equipment of Licensee which is measurable in
accordance with then existing industry standards, but only to the extent Licensee has (i) provided City
with prior written notice of any such equipment that could cause such harms,and(ii)demonstrated to City
a high degree of certainty that such equipment could cause such harm,as determined in the sole discretion
of City.
(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 Licensee via telephone to
Licensee at(800)264-6620, Licensee shall reduce power or cease operations of the interfering equipment
until the interference is cured. The Parties acknowledge that there will not be an adequate remedy at law
for noncompliance with the provisions of this Section 7 and therefore City shall have the right to equitable
remedies such as, without limitation, injunctive relief and specific performance.
11
S. Daniaae 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 arose from
the gross 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 Street Liarhts..Title to the Street Lights shall remain with Licensor. Subject to
abandonment as set forth in Section 3.6 hereinabove, title to the Equipment, exclusive of the Street
Light (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 Street Lights, the underlying real property on which any Licensor-owned Sheet Lights
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 Licensor to construct, retain, extend, place, or maintain any
Street Lights or other facilities for the benefit of Licensee which are not needed for Licensor's own service
requirements.
9.3. "As Is" Condition. Licensee accepts the Street Lights identified in any Site License, or
any Replacement Street Light, 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 Street Lights.
10. Reserved.
11. Waiver and Estoppel Statement by Licensee, Licensee acknowledges and agrees that the
license granted under this Agreement is a permissive use pursuant to this Agreement. Licensee
further acknowledges and agrees that it specifically assumes the risk that Licensee has expended
funds pursuant to and in connection with this Agreement, and this Agreement may not be in effect
for a period (if terminated pursuant to the provisions hereof) sufficient for Licensee to realize the
economic benefit from such expenditures. Licensee further acknowledges and agrees that it is solely
responsible for obtaining the approval of any local agencies with jurisdiction over Licensee's use of
the ROW, including, but not limited to, the Ada County Highway District.
12. Maintenance and Repair: Subject to Section 7. Licensor shall maintain and keep the Street
Lights containing Equipment 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 Street
Light, if any, in good repair at its sole cost and expense.
13. Hazardous Substances. Licensee shall be solely responsible for and shall indemnify and hold
harmless Licensor, its respective directors,officers,employees, agents, successors, and assigns fi•om and
against any and all loss, damage, cost,expense or liability to the extent resulting from the use,generation,
12
storage, release, threatened release, discharge, disposal, or presence of Hazardous Substances caused by
Licensee including without limitation: (a) all damages; (b) the costs of any required or necessary repair,
cleanup or detoxification of the property; and (c) all reasonable costs and expenses incurred by the
Licensor in connection therewith, including but not limited to reasonable attorneys' fees. Licensee's
obligations pursuant to this paragraph shall survive the termination of this Agreement. Licensee shall not
be liable or responsible for any Hazardous Substances, including any release of Hazardous Substances,
that existed before the execution of this Agreement or that does not result from the activities of Licensee.
14. Waiver and Indemnitv.
14.1. Waiver of Claims. Licensee waives any and all claims, demands, causes of action and
rights it may assert against the Licensor on account of any loss, damage,or injury to any Equipment as a
result of any event or occurrence which is beyond the reasonable control of Licensor.
14.2. Limitation of Licensor's Liability. If damages to the Street Lights or ROW results from
any fire,or other casualty of the kind covered by standard fire insurance policies with extended coverage,
except as caused solely by Licensor's, its employees', agents' or contractors' negligence or willful
misconduct, then Licensee shall be responsible for all damages resulting from such to the extent due to
Licensee's use of the Street Lights or ROW. Licensor is not responsible for maintaining any separate
policy for fire coverage related to Licensee's use of its Equipment. Licensee shall be responsible for all
costs related to damage to the Equipment except as caused by Licensor's, its employees', agents' or
contractors' sole negligence or willful misconduct.
14.3. Indemnity. To the extent allowed under Idaho law, including, without limitation, Article
VIII, section 4 of the Idaho Constitution,each Party shall indemnify, defend, and hold the other harmless
against any claim of liability or loss from personal injury or property damage resulting from or arising out
of the negligence or willful misconduct of the indemnifying Party, its employees, contractors or agents,
except to the extent such claims or damages may be due to or caused by the negligence or willful
misconduct of the other Party, or its employees, contractors or agents. in addition, Licensee shall
indemnify, defend, and hold Licensor harmless from and against any claim of liability or loss from
personal injury or property damage relating to, resulting from, or arising out of Licensee's Equipment,
except to the extent such claim,damages,or injury is caused by the gross negligence or willful misconduct
of Licensor. The indemnified Party will provide the indemnifying Party with prompt, written notice of
any claim covered by this indemnification;provided that any failure of the indemnified Party to provide
any such notice, or to provide it promptly, shall not relieve the indemnifying Party from its
indemnification obligation in respect of such claim, expect to the extent the indemnifying Party can
establish actual prejudice and direct damages as a result thereof. The indemnified Party will cooperate
appropriately with the indemnifying Party in connection with the indemnifying Party's defense of such
claim. The indemnifying Party shall defend any indemnified Party, at the indemnified Party's request,
against any claim with counsel reasonably satisfactory to the indemnified Party. The indemnifying Party
shall not settle or compromise any such claim or consent to the entry of any judgment without the prior
written consent of each indemnified Party and without an unconditional release of all claims by each
claimant or plaintiff in favor of each indemnified Party.
15. Insurance Requirements.
15.1. Licensee's Insurance Licensee shall procure and maintain insurance in the amounts and
form specified in attached Ex17ibit`l3_
13
15.2. Certificates. If a Certificate of Insurance or Self-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.
16. Assi2nment/Subletting.
16.1. It is expressly agreed and understood by and between the parties hereto, that Licensee
will not have the right to assign, sublease, transfer, hypothecate or sell any of its rights Linder this
Agreement except upon the prior express written consent of Licensor, which consent shall not be
unreasonably withheld, conditioned, or denied.Notwithstanding the foregoing, Licensee shall remain as
a guarantor of its assignee's obligations under this Agreement, and approval by Licensor of any
assignment shall be conditioned upon written confirmation that Licensee will remain as such in a form
reasonably acceptable to Licensor.
16.2. Any non-permitted transfer or assignment of the right to attach Equipment to a
Licensor-owned Street Light shall be void and not merely voidable. Licensor may, in its sole
discretion and in addition to all other lawful remedies available to Licensor under this Agreement,
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 Licensoe's consent.
16.3. Notwithstanding anything to the contrary in this Section 16, without any approval or
consent of Licensor, this Agreement and/or any Site License may be sold, assigned or transferred by
Licensee to: (i) any entity in which Licensee directly or indirectly holds an equity or similar interest;
(ii) any entity which directly or indirectly holds an 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 License to any entity which acquires all or substantially all of Licensee's
assets in the market defined by the FCC in which the Street Lights are located by reason of a merger,
acquisition or other business reorganization without approval or consent of Licensor.
17. Default. It is a "Default" if either party fails to comply with this Agreement or any Site
License and does not remedy the failure within thirty(30) days after written notice by the other Party
or, if the failure cannot reasonably be remedied in such time, if the defaulting party does not
commence a remedy within the allotted thirty(30) days and diligently pursue the cure to completion
within sixty(60) days after the initial written notice.
13. Termination/Revocation. In the event of a Default, without limiting the non-defaulting
payment in the exercise of any right or remedy which such party may have by reason of such Default,
the non-defaulting party may terminate this Agreement if the Default affects all Site Licenses and
the Agreement as a whole, or any Site License 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
Idaho. Further, upon a Default, the non-defaulting party may at its option (but without obligation to
do so), perform the defaulting parry's duty or obligation. The costs and expenses of any such
performance by the non-defaulting party shall be due and payable by the defaulting party upon
invoice therefor.
14
19. Records and Audits.
(a) Required Records. Licensee will maintain complete records pursuant to applicable
federal, state and local Laws. Upon reasonable request by Licensor, and within fifteen (15)business
days' notice to Licensee at the notice addresses, Licensee will provide Licensor with a report- but
no more frequently than once a year- that includes at least the following information: (i)a list of
all Site Licenses; (ii) the location of all of Licensee's Equipment; and (iii) a summary of all Annual
Fees and Application Fees and any other amounts paid by Licensee or due and owing to Licensor to
date. Licensor- may require such applicable additional reasonable non-confidential information,
records and documents from Licensee from time to time as are appropriate in order- to reasonably
monitor compliance with the terms of this Agreement. Additionally, Licensor may require Licensee
to collect reasonable supplementary information as needed.
(b) Production of Recoa•ds. Licensee shall provide such records within thirty (30)
Business Days of a request by Licensor for production of the same unless additional time is
reasonably needed by Licensee, in which case, Licensee shall have such reasonable time as needed
for the production of the same. Such records shall be made available in Ada County, Idaho. If any
person other than Licensee maintains records on Licensee's behalf, Licensee shall be responsible for
making such records available to Licensor for auditing purposes pursuant to this Section 19,
20. Surrender-. Within sixty (60) days of the expiration of any Site License Term, or upon the
earlier termination thereof, Licensee shall remove all Equipment attached or ground mounted,at its
sole expense, shall repair any 4amage to the Street Lights or the ROW caused by such removal,and
shall restore the Street Lights to the condition in which they existed prior to the installation of the
Equipment,reasonable wear and tear and loss by casualty or other causes beyond Licensee's control
excepted.
21. 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:
Licensee Cellco Partnership
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster,New Jersey 07921
Attention:Network Real Estate
With a cogv to:
Cellco Partnership
d/b/a Verizon Wireless
10000 Park Meadows Drive, Suite 300
Lone Tree,Colorado 80124-5453
Attention:Network Real Estate
Licensor City of Meridian
33 E. Broadway Ave
Meridian, Idaho 83642
Attention: City Engineer
15
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 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
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.
22. Miscellaneous.
22.1. 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.
22.2. 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.
22.3. Governing Law, This Agreement shall be governed by the Laws of the State of Idallo
without regard to choice of law rules. Should the Laws of the State of Idaho be amended with respect to
the siting, placement, modification or construction of wireless facilities(including, but not limited to, the
types of facilities described herein), the Parties shall modify the terms of this Agreement to conform to
such laws.
22.4 Jurisdiction and Venue. THE PROVISIONS OF THE AGREEMENT SHALL BE
CONSTRUED UNDER,AND IN ACCORDANCE WITH,THE LAWS OF THE STATE OF IDAHO,
AND ALL OBLIGATIONS OF THE PARTIES CREATED HEREUNDER SHALL BE PERFORMED
IN ADA COUNTY, IDAHO. THEREFORE, IN THE EVENT ANY COURT ACTION IS BROUGHT
DIRECTLY OR INDIRECTLY BY REASON OF THIS AGREEMENT, THE COURTS OF ADA
COUNTY, IDAHO SHALL HAVE JURISDICTION OVER THE DISPUTE AND PROPER VENUE
SHALL BE IN ADA COUNTY.
22.5. Exhibits.All Exhibits referred to and attached to this Agreement are incorporated herein
by reference.
22.6. Alltllor'itV 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, its
City Engineer to execute all Site Licenses entered into under this Agreement. This designation and
authorization may be changed by Licensor upon written notice to Licensee.
22.7. 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.
16
22.8. 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.
22.9. Limitation of Liabilitv. Except for indemnifications pursuant to Sections i3 and 14,
neither Party shall be liable to the other, or any of their respective agents, representatives,employees for
any lost revenue, lost profits, loss of technology, rights or services, incidental,punitive, indirect, special
or consequential damages (as further provided in Section 14). 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.
22.10. Non-Exclusive Remedies. No provision in this Agreement made for the purpose of
securing enforcement of the terms and conditions of this Agreement shall be deemed an exclusive remedy
or to afford the exclusive procedure for the enforcement of said terms and conditions, but the remedies
herein provided are deemed to becumUlative.
22.11. No Third-Party Beneficiaries.It is not intended by any of the provisions of this Agreement
to create for the public, or any member thereof, a third-party beneficiary right or remedy,or to authorize
anyone to maintain a suit for personal injuries or property damage pursuant to the provisions of this
Agreement. The duties, obligations and responsibilities of Licensor with respect to third parties shall
remain as imposed by Idaho law.
22.12. Time is of the Essence. Time is of the essence with regard to the performance of all of
Licensee's obligations under this Agreement.
22.13. Attornevs' Fees. Should any dispute arising out of this Agreement lead to litigation,the
prevailing party shall be entitled to recover its costs of suit, including (without limitation) reasonable
attorneys' fees.
22.14. Contactine Licensee._Licensee shall be available to Licensor, its officers,employees and
agents 24 hours a day, seven days a week, regarding problems or complaints resulting from the
attachment, installation, operation, maintenance, or removal of the Equipment. Licensor, its officers,
employees and agents may contact by telephone the network control center operator at telephone number:
(800)264-6620, regarding such problems or complaints.
22.15. Appropriations by Licensor. Article VIII, Section 3 of the Constitution of the State of
Idaho provides that jnjo county, city, board of education, or school district, or other subdivision of the
state shall incur any indebtedness, or liability, in any manner, or for any purpose, exceeding in that year,
the income and revenue provided for it in such year,without the assent of two thirds(2/3)of the qualified
electors thereof voting at an election to be held for that purpose.... Any indebtedness or liability incurred
contrary to this provision shall be void."
Licensee therefore acknowledges that notwithstanding any other provision of this Agreement, no
obl igation assumed by or imposed upon Licensor by this Agreement shall require the performance of any
act by Licensor except to the extent that the cost and expense of such performance may be paid by funds
legally available to Licensor to meet the cost and expense of such performance, as determined by
17
Licensor. Licensee further acknowledges that this Agreement shall not be construed as obligating
Licensor to make future appropriations for the performance of any obligations hereunder beyond those
obligations expressly set forth herein.
22.16. Non-Discrimination. Licensee agrees not to engage in employment practices that
discriminate against any employee or applicant for employment based on race, color, religion, national
origin, sex, sexual orientation, gender identity, veteran status, age, disability, or political belief or
affiliation, unless exempted by state or federal law. In the event non-compliance occurs with this Section,
Licensee, upon written notification by Licensor, shall commence compliance procedures within thirty
(30)days.
22.17. No Partnershin or Joint Venture..The relationship between Licensor and Licensee is at all
times solely that of licensor and licensee, not that of partners or joint venturers.
22.18. Incorporation of Recitals. The recitals set forth hereinabove are hereby incorporated as
if set forth in full.
22.19. ,Cow of Agreement.A copy of this Agreement shall be maintained by Licensor and made
available for public records requests in accordance with applicable Law.
[Signature page follows]
18
EXECUTED to be effective as of the date shown above.
LICENSOR: LICENSEE:
City of Meridian Cellco Partnership d/b/a Verizon Wireless
By: By:
Print Name:_Robert E. Simison Print ame:
Its: Mayor its
19
EXHIBIT A
Form of Site License
This Site License ("Site License"), made this day of _ _ _ _ _ _, 20� ("Effective Date")
between City of Meridian, with an address of City of Meridian 33 E. Broadway Ave, Meridian Idaho,
83642, Attn: City Engineer, hereinafter designated "Licensor" and Cellco Partnership d/b/a Verizon
Wireless, with its principal offices at c/o Verizon Wireless, One Verizon Way, Mail Stop 4AW100
Basking Ridge,NJ 07920, hereinafter designated "Licensee":
1. Site License. This is a Site License as referenced in that certain Master License Agreement for
the Use of Licensor Property in^Connection with the Operation of a Wireless Network, between
Licensor and Licensee dated MONTH 20_ ("Agreement"). All of the terms and conditions
of the Agreement are incorporated hereby by reference and made apart 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 Site License,the terms of this Site License shall govern.
Capitalized terms used in this Site License shall have the same meaning described for them in the
Agreement unless otherwise indicated herein.
2. Proiect Description and Locations, Licensee shall have the right to use the designated Street
Light(s) for Equipment as further described in Exhibit I attached hereto (the"Licensed Area").
3. Equipment.The Equipment to be installed at the Licensed Area is described in Exhibit I attached
hereto.
4. Term,The term of this Site License shall be as set forth in Section 3 of the Agreement.
5. Fees.The initial Annual Fee for the term of this Site License shall be as determined in accordance
with Section 4.1 of the Agreement, and as adjusted by Section 4 of the Agreement. The Application Fee
paid upon submission of the request for this Site License by Licensee shall be as set forth in Section 4.1
of the Agreement, and Licensee confirms the prior payment to Licensor of the Application Fee upon
submittal of the draft of this Site License.
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 anri 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 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
A-1
right to terminate this Site License. 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 rentals paid to said
termination date shall be retained by Licensor. Upon such termination, this Site License 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
Fees to Licensor.
[Signature page follows]
A-2
EXECUTED to be effective as of the date shown above.
LICENSOR: LICENSEE:
City of Meridian Cellco Partnership d/b/a Verizon Wireless
By: By:
Print Name: Print Name:
Its: Its:
A-3
Exhibit I
Licensed Area and Description of Equipment to be Installed
A-4
EXHIBIT
Licensee's Insurance Requirements
I. �e
A. Prior to performing work under this Agreement, Licensee shall furnish Licensor a
certificate of insurance on a standard insurance industry ACORD form or its equivalent. The
insurance coverage required must be issued by an insurer licensed, authorized or permitted to
transact business in the State of Idaho, possessing a current A.M. Best,Inc. rating of A-VII or better.
B. Licensee shall, and shall require any of its contractors or subcontractors to obtain
and maintain substantially the same coverage as required of Licensee, procure and maintain, until
all of their obligations have been discharged the insurances set forth below.
C. The insurance requirements set forth in no way limit the indemnity covenants
contained in thisAgreement.
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 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. Scopeand Limits oHnsurance. Licensee shall provide coverage with limits of liability
stated below.
A. Commercial General Liability-Occurrence Form. Licensee must maintain
Commercial General Liability insurance with a limit of$2,000,000 per occurrence for bodily injury
and property damage and$4,000,000 general aggregate including premises-operations, products and
completed operations, independent contractor, contractual liability, personal injury and advertising
injury.
B. Commercial Automobile Liability. Licensee must maintain Commercial Automobile
Liability insurance in the amount of$1,000,000 combined single limit each accidentfor 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.
C. Workers Compensation and Emplovers Liability Insurance. Licensee must maintain
Workers Compensation insurance in compliance with the statutory requirements of the state of
operation and Employer's Liability with a limit of$1,000,000 for each accident; $1,000,000 disease
for each employee; $1,000,000 disease-policy limit.
B-I
D. Builders' Risk/Installation Floater Insurance. Builders' Risk/Installation Floater
Insurance must be maintained until completion of any construction activities ("Work").
(a) 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.
(b) The Licensee is responsible for payment of all deductibles under the Builders'
Risk/Installation Floater insurance policy.
3. Additional Policv Provisions Reauji-ccl,.
A. Miscellaneous Provisions.
(1) Licensee's insurance coverage must be primary insurance with respect to
Licensor, its officers, officials and employees. 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
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 the workers
compensation will contain a waiver of subrogation against Licensor, its officers, officials and
employees.
(4) Licensee is required to maintain Commercial General Liability insurance as
specified in this Agreement. Licensee must submit a Certificate of Insurance evidencing Commercial
General Liability insurance 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 commercially
reasonable efforts to provide the Licensor with thirty (30) days prior written notice of cancellation.
Such notice shall be sent directly to Licensor.
B. Licensor as Additional Insured. The above-referenced policies shall, excluding
workers compensation and employer's liability, include the Licensor, its officers, officials and
employees as additional insureds as their interest may appear under this Agreement with respect to
liability arising out of activities performed by Licensee.
B-2