ACDH & Verizon Wireless Master Licence AgreementCONTRACT#:
MASTER LICENSE AGREEMENT BETWEEN ADA COUNTY HIGHWAY DISTRICT
AND VERIZON WIRELESS FOR THE USE OF LICENSOR PROPERTY IN
CONNECTION WITH THE OPERATION OF A WIRELESS NETWORK
This Agreement is made and entered into by and between the ADA COUNTY HIGHWAY
DISTRICT, a body politic and corporate of the State of Idaho ("Licensor") and Verizon
Wireless (VAW) LLC, d/b/a Verizon Wireless ("Licensee"). Licensor and Licensee may be
referred to herein individually as a "Party" or collectively as the "Parties."
RECITALS
This Agreement is made with reference to the following Recitals, each of which is deemed to be
a material term and provision of this Agreement:
A. Licensor is a single county -wide highway district organized and existing under
the laws of the State of Idaho with .exclusive general supervisory authority over all public
highways, public streets and public rights-of-way under its jurisdiction, with full power to
establish use standards and control access to said public highways, public streets, and public
rights of way as further set forth in Idaho Code Section 40-1310 and other provisions of state
law.
B. Licensor is the statutory owner of certain transportation facilities located in the
public right-of-way situated within the county limits of Ada County, Idaho ("ROW").
C. Licensee is duly organized and existing under the laws of the State of Delaware,
and its lawful successors, assigns and transferees, are authorized to conduct business in the State
of Idaho.
D. Licensee desires to construct, operate and maintain communications sites from
Licensor -owned poles 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 poles in the ROW.
E. Licensee will agree to comply with Licensor's ROW 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 poles and/or the ROW as provided herein.
AGREEMENT
1. Definitions and Exhibits.
1.1. Definitions. For the purposes of this Agreement and all Exhibits attached hereto,
the following terms, phrases, words and derivations shall have the meaning given herein.
(A) Agreement means this Master License Agreement for the Use of Licensor
Property in Connection with the Operation of a Wireless Network.
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(B) Annual Fee means that pole attachment fee described in Section 4 of this
Agreement,
(C) Application Fee means the Site License application fee described in
Section d of this Agreement,
(D) Business Day means a day other than a Saturday, Sunday or other day on
which commercial banks in the County are authorized or required to close,
(E) County means Ada County, Idaho.
(F) Code means Licensor's Policy Manual, 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) Equipment means:
(i) Small Cell antennas and other wireless communications equipment
utilizing small cell technology that is specifically identified and described in Exhibit 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 pole
located in public rights-of-way, 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) Interference 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 below), that are
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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.
(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 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 -sign 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 County limits, whether or not
improved.
(Q) Site .License means the form of the license granted by this Agreement,
described in Section 2 below, and shown on Exhibit A, 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 3.1- of this Agreement,
(T) Transportation Facilities means those Licensor -owned poles and fixtures
located within the ROW, including without limitation, streetlight poles and traffic poles that are
designated or approved by Licensor as being suitable for placement of Equipment.
1.2. Exhibits. The following numbered documents, which are occasionally referred to
in this Agreement, are formally incorporated and made part of this Agreement by this reference:
(a) Exhibit A: Site License (plus attached exhibits).
(b) Exhibit I3: Minimum Limits of 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
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or ambiguity between this Agreement, including the Exhibits, and any Site License, this
Agreement shall govern and prevail.
2. Site License Granted and Terms.
2.1. &Cope, Licensor, acting in its proprietary capacity as the statutory owner of
Transportation Facilities in the ROW, does grant (subject to Section 3 below) to Licensee a
nonexclusive, revocable license to use Transportation Facilities 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 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 ROW, or the ability of Licensor to redesign, reconstruct,
relocate, maintain and improve its ROWs and Highways (defined in Section 2.30 below) as it
determines, in its sole discretion, is appropriate in accordance with applicable law. The Parties
contemplate that upon further development by Licensee, any additional Site Licenses requested
by Licensee shall be incorporated into this Agreement by means of an addendum signed by both
parties, but such additional Site Licenses shall only become effective upon the written approval
of Licensor or a designee of Licensor authorized to execute Site Licenses by the Ada County
Highway District Board of Commissioners.
2.2. Use of Licensor Efterty. The Site License, if and when approved by Licensor,
allows Licensee to access, occupy and use allocated available space on each of the poles identified
as Transportation Facilities in _Exhibit. 'I 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 ground based, pad mounted equipment
cabinets and/or power pedestals needed for the operation of Equipment attached to any of the
Transportation Facilities, together with any related conduit, cable or wiring, with the location of any
such cabinet or pedestal determined in connection with the issuance of an Permit (if needed).
Licensee shall have access to the Transportation Facilities 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 kind, whether
within or without the ROW, other than the items identified as Transportation Facilities shown in
Exhibit 1 attached to a Site License;
(b) Subject to Section 2.5 below, enter upon public property and attach, install,
operate, maintain, upgrade, remove, reattach, reinstall, relocate and/or replace any item of Equipment
in or on poles or other structures not owned by Licensor and located within the ROW;
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(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 Idaho 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 7.7 of this Agreement; or
(e) Take any action that would jeopardize the structural integrity of Licensor's
Transportation Facilities, 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 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 Transportation
Facilities upon which it intends to modify Equipment in the ROW. Notwithstanding the
foregoing, Licensee may modify its Equipment with like -kind or similar Equipment 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, and (ii) does not jeopardize the structural integrity of
Licensor's Transportation Facilities or interfere with Licensor's operations; and (iii) does not
interfere with the public's access or use of the ROW.
n of .Supplements and Agreement: Cancellation: 'Terininatiom Remov
3.1. Anreement Term. This Agreement shall be in effect for a period of no less than
ten (10) years cornmencing on the date that this Areement is fully executed (the ",Execution
Date"), and expiring on the later of (a) the tenth (10' ) anniversary of the Execution Date; or (b)
the expiration of the last Supplement Term (unless sooner cancelled or terminated as provided in
this section) (the "Term").
3.2. Supplement 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 "Supplement 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 Supplement 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 Supplement Term commencing immediately upon the expiration of the initial
period of the Supplement Term, and each additional five-year extension of the Supplement 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 commencement
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of the succeeding Renewal Term. All of the provisions of this Agreement shall be in effect
during the Supplement Term and any extension of the Supplement Term,
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 this Agreement or any Site License, With Cause or 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 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 this Agreement or 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 such 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 is required for Licensor's
roadway operations or necessitated by future planned roadway projects. Licensor will exercise
reasonable efforts to avoid terminating this Agreement and/or 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.
3.4. Abandonment. If Licensee abandons the use of a Transportation Facilities
location for a period of six (6) or more consecutive months, the Equipment for such
Transportation Facilities shall be removed at the expense of Licensee and the Term or
Supplemental 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 this Agreement,
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 building, light pole, sign, or other
structure 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
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convenience on 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.
4. tees 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 Pole, Attachment Fee, Application Fee.
(a) As of the Commencement Date for each Site License, Licensee shall pay
to Licensor an Annual Fee equal to ite location for the use of each Transportation
Facility by Licensee pursuant to a Site License, in order for Licensee to occupy and use space on
the Trans ortation Facilities; provided that Licensee shall pay to Licensor an Annual Fee equal
to
the
site location that requires the installation of Equipment on facilities not owned by
Licensor but located in the ROW. The Annual Fee paid per Transportation Facility location is
non-refundable and is 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 Supplement 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 �ite License Application Fee each time Licensee submits a proposed Site
License to Licensor for approval. The application will include engineering drawings and a
structural analysis stamped by a licensed professional engineer, along with facility site
elevations. Licensor will respond to Licensee concerning each Site License Application within
fifteen (15) days of receipt from Licensee providing its approval. Upon such approval, and after
Licensee obtains all required authorizations, 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 will provide Licensor with monthly summaries of
all fees paid and each Site License. Licensee acknowledges and agrees that the Annual Fees and
each Site License Application Fee specified herein is reasonable and lawful.
(b) 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 __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 at any Transportation Facility. 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. Licensee shall pay all applicable city, county and state taxes levied,
assessed, or imposed by reason of this Agreement or those related to any of Licensee's
Equipment and/or provided services.
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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 licensee
furnishing service to the Equipment.
4.5. Payments Made. All fees and/or additional payments shall be payable to Licensor at
Ada County Highway District, 3775 Adams Street, Garden City, Idaho 83714, Attu; Right of Way
Division; or via electronic transfer to Licensor; or to such other persons or at 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 payment owed pursuant to this
Agreement or Oo,.w
License the un aid sum shall bear interest from the date the same became
due at the rate ��r at the highest rate permitted under the laws of
the state of Ida ever is a esser.
4.7. Late Charees. 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 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 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 itectaircd 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 issued by the Licensor for work performed within the ROW, and the ROW will be used
according to the plans submitted by Licensee and approved by the Licensor in issuing a Permit.
Notwithstanding the foregoing, Licensee's operation of the Equipment and work performed in the
ROW shall not, under any circumstances, interfere with Licensor's operations of 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 IDeskyn and Installation Requirements for Ilsint T ranspc�r°tafiio�� �+acilities.
The basic design of the Equipment will be described in Exhibit 1 to each Site License. All of
Licensee's construction and installation work for its Equipment on die Transportation Facilities shall
be performed at Licensee's sole cost and expense and in a good and workmanlike manner. Payment
of the Annual Fee under each Site License shall be made within forty-five (45) days of the initial
Commencement Date of each Site License. When Licensee and Licensor have agreed on an
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existing Transportation Facility location as a suitable site for Licensee's Equipment, but the
existing Licensor -owned pole needs to be replaced to accommodate the Equipment, then
Licensee shall pay all costs related to replacing the Licensor -owned pole, including but not
limited to installation of the replacement pole (the "Replacement Pole"), transfer of the
streetlight fixtures, traffic signal and/or other items attached to the existing Licensor -owned pole
to the Replacement Pole, and removal and salvage of the existing Licensor -owned pole to the
Licensor. Payment of the pole replacement costs does not provide Licensee with any ownership
interest in the Replacement Pole. Licensor will be deemed to own the original Licensor -owned
pole and the Replacement Pole. The installation or attachment of the Equipment using the
Replacement Pole shall be at Licensee's sole cost and expense.
7. Common Conditions or Requirements AppBeable to Sit
7.1. Equipment Locations: For each installation, Licensee or its designee shall submit
plans and specifications for Licensor review and approval. Locations should be prioritized based
upon Licensee's technical and radio frequency needs and construction costs. In addition, in any
situation where Licensee has a choice of attaching its Equipment to either Transportation
Facilities or third -party -owned property in the ROW, Licensee shall use good faith efforts to
attach to the Transportation Facilities, provided that (a) such Transportation Facilities are at least
equally suitable functionally for the operation of Licensee's network and (b) the construction and
installation costs associated with such attachment over the length of the term are equal to or less
than the cost to Licensee of attaching to the alternative third -party -owned property. In the event
that no suitable Transportation Facilities or third -party -owned poles are functionally suitable,
Licensee may, at its sole cost and expense, install its own poles. Design, location and height of
proposed Licensee poles shall be reviewed and subject to administrative approval by Licensor
prior to installation. Licensee's Equipment and poles must conform as closely as practicable
with the design and color of poles existing in the vicinity of Licensee's Equipment or pole
location. Subject to the terms and conditions of this Agreement and the applicable Supplement,
Licensee will be responsible for all maintenance, repair and liability for all poles installed by
Licensee in the ROW. Upon Licensor approval, the approved plans are inserted in the Exhibit I
attached to a Site License. If Licensee desires to change or add new locations, Licensee will
submit a proposed Site License indicating the additional Transportation Facilities that it wishes
to use.
7.2. Damage to Licenser Pronerty. If Licensee damages or disturbs the surface or
subsurface of any ROW or adjoining property, pole, streetlight fixture, traffic signal, 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 Licensor, in Licensor's sole
discretion, repair the damage or disturbance immediately.
7.3. Public Erneracncy. In the event of an emergency or to protect the public health or
safety, prior to the Licensor accessing or performing any work on a Transportation Facility on which
Licensee has installed Equipment, Licensor may require Licensee to deactivate such Equipment if
any of Licensor's employees or agents must move closer to the Equipment than the FCC
recommended minimum distance. In such case, Licensor will contact Licensee at 800-264-6620 to
request immediate deactivation.
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7.4. 1"rarisartatior7 I acility Iteplacetnent.
(a) Licensee hereby acknowledges that Licensee shall bear all risk of loss in
connection with: (i) damaged, downed or deteriorated Transportation Facilities and Equipment
where such damage is caused by Licensee, except to the extent such damage is caused solely by
the negligence of Licensor; (ii) the performance by Licensee of 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 Transportation Facility needs replacement or repair in order to hold Equipment
due to the occurrence of any or a combination of clauses i , ii and fiii above, Licensee shall
replace the same at Licensee's cost within a timeframe reasonably determined by Licensor and
upon Licensor's approval,
(b) Licensee may, at Licensee's cost, provide a spare pole sufficient to serve
as a Replacement Pole, which will be stored at Licensor's Public Works Yard (the "Yard") at no
cost to Licensee, and which will be available for use by Licensor and Licensee, as applicable, to
replace the Transportation Facility as provided in this Section 7.4.
(c) In the event Licensee provides a spare pole, and in lieu of Licensee
performing the replacement, Licensee will use the spare pole to replace the damaged existing
pole within twenty-four (24) hours of the need for the replacement, and shall deliver the
damaged pole and any damaged equipment to the Yard.
(d) Licensee may reinstall its Equipment once the Replacement Pole is
installed and functioning as a Transportation Facility and approved in writing by Licensor.
(e) Licensee shall have the right to temporarily use a Transportation Facility
for its operation during the replacement period at a location reasonably acceptable to both
Licensor and Licensee.
(f) In the event Licensor is responsible for replacing the Transportation
Facility with a Replacement Pole, Licensor shall only be responsible for the cost of a standard
pole, and Licensee shall be responsible for the cost of the Replacement Pole in excess of the cost
of a standard pole. For the avoidance of doubt, Licensee shall be responsible for replacement of
all new Transportation Facilities it installs, and Licensor shall be responsible for any
Transportation Facilities it installs. If Licensor is responsible for replacing a Transportation
Facility, it shall pay for a basic Transportation Facility, and Licensee shall pay for any extra cost
to customize the Transportation Facility to Licensee's specifications.
7.5. Removal and Relocation.
(a) Licensee understands and acknowledges that Licensor may require
Licensee to relocate one or more of its Equipment installations. Licensee shall at Licensor's
direction and upon ninety (90) days prior written notice to Licensee, relocate such Equipment at
Licensee's sole cost and expense whenever Licensor reasonably determines that the relocation is
needed for a public use. In such case, Licensor shall use reasonable efforts to afford Licensee a
reasonably equivalent alternate location. If Licensee fails to relocate any Equipment as
requested by the Licensor in accordance with the foregoing provision, Licensor (i) may treat
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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 Licensor elects to
remove or relocate the Equipment in accordance with the foregoing clauseii , Licensee shall
pay to the Licensor actual costs and expenses incurred by the Licensor 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 the Licensor.
(b) In the event Licensee desires to relocate any Equipment from one
Transportation Facility to another, Licensee shall so advise Licensor. Licensor may, at
Licensor's option and in I,icensor's sole discretion, use reasonable efforts to accommodate
Licensee, at Licensee's cost, by making another reasonably equivalent Transportation Facility
available for use in accordance with and subject to the terms and conditions of this Agreement
and to Section 7.1 above.
7.6. Compliance with Law Required. The work done by Licensee in connection with
the installation, construction, maintenance, repair, and operation of Equipment on poles within
the ROW shall be subject to and governed by all pertinent local and state laws, rules, regulations,
including the Licensor's 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.
7.7. Identification of Utility, Lines, Prior to beginning any excavation or boring
project on ROW, Licensee engage a 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.
7.8. Submission of Engtneerin . Plans, In conformance with paragraph 4.1(a), and
prior to installation, Licensee shall submit engineering plans to the Rights -of -Way Manager for
review and approval in accordance with the Rights -of -Way Regulations.
7.9. Non -exclusiveness. The rights and privileges granted to Licensee under this
Agreement, and each Site License described herein, are nonexclusive.
7.10. Non-inte>f'erence. 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 of Licensor property including ROW, and 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. Additionally, to the extent any third party has a statutory right to use the ROW or
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Licensee's Transportation Facilities pursuant to any applicable Laws, Licensee agrees to remove
its Equipment and the applicable Site Supplement shall be terminated; but prior to removal,
Licensee shall be afforded ninety (90) days to relocate the facility to a location agreed upon by
Licensor and Licensee.
(c) Licensor Communications. Licensee shall not interfere in any manner
with current or future traffic safety equipment or communications of Licensor.
(d) Licensor :Interference. Licensor reserves the right, but not the obligation,
to maintain and operate its Transportation Facilities in such reasonable manner as will best
enable Licensor to fulfill its own service requirements or obligations. Idowever, Licensor agrees
that Licensor and/or any other tenants, licenses, or users of the ROW who currently have or in
the future take possession of space within the ROW will be permitted to install only such
equipment that is of the type and frequency which will not cause harmful 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 Licensor with prior written notice of
any such equipment that could cause such harms, and (ii) demonstrated to Licensor a high degree
of certainty that such equipment could cause such harm, as determined in the sole discretion of
Licensor.
(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's Network Operations Center at (800) 621-2622, 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 Licensor shall have the right
to equitable remedies such as, without limitation, injunctive relief and specific performance.
8. Damaec 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 negligence or willful misconduct of Licensor, its employees, agents, or
contractors; provided however, in such case, Licensoe's liability shall be limited to the cost to
repair or replace the same.
9. Title and 0 vnership.
9.1. Title; to the Transortation Cacil�. Title to the Transportation Facilities shall
remain with Licensor. Subject to abandonment as set forth in Section 3.4 hereinabove, title to
the Equipment, exclusive of the Transportation Facility (original or replacement) used for
support, but including ground mounted equipment, shall remain with Licensee and shall
constitute Licensee's personal property and equipment, and not fixtures or improvements
attached to the land.
9.2. No OWner'shin in Licenser 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 Transportation Facilities, the underlying real property on which any
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Licensor -owned poles or any Equipment is located, or any portion of the ROW. Additionally, except
as otherwise expressly provided herein, Licensee acknowledges that this Agreement does not
constitute or create a leasehold interest or right to the benefit of any Licensor property or portion
thereof Nothing contained in this Agreement shall be construed to compel Licensee to construct,
retain, extend, place, or maintain any poles or other facilities for the benefit of Licensor which are not
needed for Licensee's own service requirements,
9.3, "As Is Condition. Licensee accepts the Transportation Facilities identified in any
Site License, or any Replacement Pole, in its "AS IS" condition, without representation or warranty
of any kind by Licensor, or any Licensor officer, agent, or employee, and subject to all applicable
laws, rules and ordinances governing the use of the Licensor poles or Licensor for Licensee's
intended purpose.
10. Reserved,
11. Waiver and Estoppel Stateme>itt by Licensee. Licensee acknowledges and agrees that
the license granted under this Agreement is a permissive use of the ROW 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 land
use agencies with jurisdiction over Licensee's use of the ROW.
12. Maintenance and repair; Subject to Section 7, Licensor shall maintain and keep the
Transportation Facility 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 Transportation Facility, if any, in good repair.
13. Hazardous Substances. Licensee will be solely responsible for and will indemnify and
hold harmless Licensor, its respective directors, officers, employees, agents, successors, and assigns
from and against any and all loss, damage, cost, expense or liability directly or indirectly arising out
of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or
presence of Hazardous Substances on, resulting from the activities of or contamination by Licensee
under or about the ROW 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,
14. Waiver and Indemnity.
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 Transportation Facilities or
ROW results from any fire, or other casualty of the kind covered by standard fire insurance policies
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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 Transportation Facilities or ROW,
including damage to the ROW. Licensor is not responsible for maintaining any separate policy for
fire coverage related to Licensee's use of its Equipment in the ROW. Licensee shall be responsible
for all costs related to damage to the Equipment except as caused by Licensor's, its employees',
agents' or contractors' negligence or willful misconduct.
14.3. Indernrifty. 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 in the ROW, except to the extent such claim, damages, or
injury is caused by the 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.
14.4. Waiver of Subrogation. The parties hereby waive and release any and all rights of
action for negligence against the other which may hereafter arise on account of damage to the
Equipment, Transportation Facilities or to the ROW, resulting from any fire, or other casualty of the
kind covered by standard fire insurance policies with extended coverage, regardless of whether or
not, or in what amounts, such insurance is now or hereafter carried by the parties, or either of them.
These waivers and releases shall apply between the parties and they shall also apply to any claims
under or through either party as a result of any asserted right of subrogation. All such policies of
insurance obtained by either party concerning the Equipment, Transportation Facilities or to the
ROW shall waive the insurer's right of subrogation against the other patty.
15. Insurance Iteguircnrerrts.
15.1. Licensee's Insurance. Licensee shall procure and maintain insurance in the
amounts and form specified in attachedExhibit E.
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
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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. Assimiment/ ublettine.
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 under 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 pole 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 Licensor's consent.
16.3. Notwithstanding anything to the contrary in this Section 14, 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
Transportation Facility is 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.
18. Terinination/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), perforin the defaulting patty's duty or obligation. The
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costs and expenses of any such performance by the non -defaulting party shall be due and payable
by the defaulting party upon invoice therefor.
19. Records, Audits.
(a) Required Records. Licensee will maintain complete records pursuant to the
applicable federal, state and local laws and regulations. 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 Licensor'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 Records, Licensee shall provide such records within ten (10)
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 the County. 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 the Term of any Site License, or
upon the earlier termination thereof, Licensee shall remove all Equipment attached or ground
mounted, at its sole expense, shall repair any damage to the Transportation Facilities or the ROW
caused by such removal, and shall restore the Transportation Facilities to the condition in which
they existed prior to the installation of the Equipment (whether attached or ground mounted),
reasonable wear and tear and loss by casualty or other causes beyond Licensee's control
excepted.
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 Verizon Wireless (VAW) LLC
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
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With a cooyto
Verizon Wireless (VAW) LLC
d/b/a Verizon Wireless
3131 South Vaughn Way, Suite 550
Aurora, Colorado 80014
Attention: Network Real Estate
Licensor Ada County Highway District
3775 Adams Street
Garden City, Idaho 83714
Attention: Right of Way Section
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. Goveri3 7_,aw. This Agreement shall be governed by the laws of the State of
Idaho 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
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JURISDICTION OVER THE DISPUTE AND PROPER VENUE SHALL BE IN ADA
COUNTY.
22.5. Exhibits. All Exhibits refetTed to and attached to this Agreement are incorporated
herein by reference.
22.6. Authority to Ryt-.lute. 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 Director, Bruce S. Wong or his successor or designee, 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.
22.8. Eorce Maleurc. 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 Liability. Except for indemnifications pursuant to Sections 13 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 14.4), 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, toil (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 be cumulative.
22.11. No Third -Pat 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.
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22.13. -Attorney . 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. Contacting 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: , regarding such problems or complaints.
22.15. Appropriations by Licensor. Article VIII, Section 3 of the Constitution of the
State of Idaho provides that "[n]o 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
obligation 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 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 occurs, Licensee, upon written notification by Licensor, shall commence
compliance procedures within thirty (30) days.
22.17. Ido Partnership 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. Copy 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]
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IN W11,'NE, SS WHE REOF, the parties have executed this Agreement as of this 10'�'day of
2017 (the "Execution Date"),
K111 IM MIR IMMA-21-170-PUMA MMIM
By; Q.,- � A- - -4 J.
Print Name: 4*j
Printke,
Its:
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EXHIBIT A
Form of Site License
This Site License ("Site License"), made this day of --3 2017 ("Effective
Date") between ADA COUNTY HIGHWAY DISTRICT, with an address of Ada County
Highway District, 3775 Adams Street, Garden City, Idaho 83714, Attn: Right of Way Division,
hereinafter designated "Licensor" and Verizon Wireless (VAW) LLC, d/b/a Verizon Wireless,
with its principal offices at c/o Verizon Wireless, 180 Washington Valley Road, Bedminster,
New Jersey 07921, hereinafter designated "Licensee":
1. Site License. This is a Site License as referenced in that certain Agreement for the Use of
Licensor Property in Connection with the Operation of a Wireless Network, between Licensor
and Licensee dated 2017 ("Agreement"). All of the terms and conditions of
the Agreement are incorporated hereby by reference and made a part hereof without the necessity
of repeating or attaching the Agreement. In the event of a contradiction, modification or
inconsistency between the terms of the Agreement and this 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. Project Description and Locations, Licensee shall have the right to use the
Transportation Facility for Equipment at the designated areas in the ROW as further described in
Exhibit 1 attached hereto (the "Licensed Area").
3. 'E ui ment. The Equipment to be installed at the Licensed Area is described in Exhibit 1
attached hereto,
4. Term. The term of this Site License shall be as set forth in Section 3.2 of the Agreement.
5. Fees. The initial Annual Fee for the term of this Site License shall be
, as determined in accordance with the Agreement, and as adjusted by
Section 4 of the Agreement. The A plication Fee paid upon submission of the request for this
Site License by Licensee iswand 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 and agreed that Licensee's ability to use the Licensed
Area is contingent upon its obtaining all of the certificates, permits and other approvals
(collectively the "Governmental Approvals") that may be required by any Federal, State or Local
authorities, as well as a satisfactory fiber and electrical connection which will permit Licensee use
of the Licensed Area as set forth above. In the event that (i) any of such applications for such
Governmental Approvals should be finally rejected; (ii) any Govermnental 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
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timely manner; (iv) Licensee determines that it will be unable to obtain in a satisfactory manner,
or maintain any fiber or power connection; or (v) Licensee determines that the Licensed Area is
no longer technically compatible for its use, Licensee shall have the right to terminate this 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 Rent to Licensor.
Miscellaneous.
[Signature page follows]
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EXECUTED to be effective as of the date shown above.
LICENSOR:
ADA COUNTY HIGHWAY DISTRICT
Print Name:
Its:
Exhibits:
Exhibit I
Active/44637382.9
LICENSEE:
VERIZON WIRELESS (VAW) LLC, dba
VERIZON WIRELESS
By:
Print Name:_
Its:
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Exhibit l
Licensed .Area
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