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HomeMy WebLinkAboutRES 2017-080 RESOLUTION NO. 2017-080 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS, APPROVING THE GROUND AND TOWER LEASE AGREEMENT WITH CLEAR WIRELESS, LLC/PARENT COMPANY SPRINT CORPORATION, FOR THE INSTALLATION OF COMMUNICATIONS EQUIPMENT INCLUDING ANTENNAS, CABLES AND OTHER COMMUNICATION INSTRUMENTS ON THE DOVE WATER TOWER AND PROVIDING AN EFFECTIVE DATE WHEREAS, on July 21, 2009, the City of Grapevine (hereinafter referred to as Landlord) entered into a Ground and Tower Lease Agreement (Agreement) with Clear Wireless, LLC (Lessee) on the Dove Water Tower; and WHEREAS, in October 2012, Clear Wireless, LLC was acquired by a subsidiary of Sprint Corporation; and WHEREAS, on December 14, 2014, the City of Grapevine received a certified letter and a termination fee from Sprint Corporation stating Clear Wireless, LLC was exercising its right to terminate the Agreement, effective December 31, 2015. WHEREAS, on May 6, 2015, the City of Grapevine received a certified letter from Sprint Corporation stating Clear Wireless, LLC wanted to re-instate Agreement; and WHEREAS, on August 28, 2015, the City of Grapevine did not accept Sprint Corporation's retraction of termination of the Agreement and instead entered into negotiations on a new Ground and Tower Lease Agreement with Clear Wireless, LLC; and WHEREAS, the Ground and Tower Lease Agreement for Dove Water Tower is attached as Exhibit "A"; and WHEREAS, all legal prerequisites for the adoption of this resolution have been met, including but not limited to the Local Government Code and the Open Meetings Act; and WHEREAS, the City Council hereby declares that the approval of this resolution is in the best interests of the health, safety, and welfare of the public. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1. That all matters stated in the preamble of this resolution are true and correct and are hereby incorporated into the body of this resolution as if copied in their entirety. Section 2. That the City Council of the City of Grapevine, Texas hereby approves the new Ground and Tower Lease Agreement for the Dove Water Tower, located at 1702 Sagebrush Trail, with Clear Wireless, LLC. Section 3. That this resolution shall take effect from and after the date of its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 19th day of September, 2017. APPROVED: William D. Tate Mayor ATTEST: cz a PF Tara Brooks /1. City Secretary • , *'*"* APPROVED AS TO FORM: John F. Boyle, Jr. City Attorney Resolution No. 2017-080 2 EXHIBIT TO 09-011—d$d License Site Name:Clear Wireless LLC Site ID: DA82XM234-A Page 1 of ea Location:Dose wt, 1702 Sagebrush Trail,Grapevine,TX GROUND AND TOWER LICENSE AGREEMENT This Water Tower License Agreement(the`Agreement")made as of the latter signature date below (the "Effective Date"), between the City of Grapevine, Texas, with an office located at 200 South Main Street, Grapevine, TX 76051 (the "City") and Clear Wireless, LLC, a Nevada LLC "Clearwire" (the "Licensee"). City and Licensee are at times collectively referred to hereinafter as the "Parties" or individually as the"Party." WITNESSETH In consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Parties hereto agree as follows: 1. DEFINITIONS. City and Licensee agree that the following capitalized terms as used herein shall,unless the context otherwise requires,have the following respective meanings: (a) `Affiliate",as to a Party,shall mean(i)a corporation that owns fifty percent(50%) or more of the outstanding common stock or other equity interests of the Party, (ii) a corporation that has fifty percent (50%) or more of its common stock owned by the Party, (iii) a partnership that owns fifty percent(50%) or more of the common stock or other equity interests of the Party, (iv) a partnership that has fifty percent(50%) or more of its interest in partnership profits owned by the Party, (v) an entity that purchases substantially all of the assets in the market defined by the Federal Communications Commission ("FCC") in which the Property is located of, the Party or(vi) an entity which is the surviving entity in a merger with a Party pursuant to state corporation,partnership law or other"Laws"(as defined herein). (b) `Antenna Site" means and shall be limited to (i) non-exclusive space on the elevated Tower located at 1702 Sagebrush Trail, Grapevine, Texas 76051 for the installation, operation and maintenance of wires, cables, conduits and pipes running between and among all necessary electrical and telephone utility sources located on the Property; (ii) together with the non-exclusive right of ingress and egress from a public right-of-way over the Property and in and through the premises to and from the Antenna Site subject to the provisions of Section 6(a). All plans and specifications for installation of Licensee's equipment and construction of any improvements within the Antenna Site must be mutually agreed upon by the Parties prior to the beginning of installation or construction, as provided in Section 9. After such approval,Licensee will not be permitted to add to or modify the plans or specifications for the Antenna Site without written approval of City(except as otherwise provided in Section 9(f)). The Antenna Site is depicted in Exhibit A attached hereto and incorporated herein by this reference; provided that the installation of the Site Equipment shall be completed in accordance with Section 9(f). Notwithstanding the foregoing, in no event shall the license granted herein to Licensee entitle Licensee to use the Antenna Site for any purpose other than the Permitted Use(as defined in Section 2). (c) "Commencement Date" This Agreement becomes effective on the date that the last party signs. (d) "Hazardous Materials" means any substance which is (i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or 1 E:x.--i I i31T A' TO c401-1--6 Fo License Site Name:Clear Wireless LLC Page 2- of 2-$'O Site ID: DA82XM234-A Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX contaminant under any "Environmental Law" (as defined herein), as currently in effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products,(iii)PCBs,(iv)lead,(v)asbestos,(vi)flammable explosives,(vii)infectious materials, or (viii) radioactive materials. "Environmental Law(s)" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601,et seq.,the Hazardous Materials Transportation Act,49 U.S.C.5101,et seq., and the Clean Water Act,33 U.S.C.Sections 1251,et seq.,as said laws have been supplemented or amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, clean-up, transportation or release or threatened release into the environment of Hazardous Material. (e) "Laws" shall mean all applicable laws, statutes, rules, ordinances, codes, orders and regulations of all federal, state, local and other government and regulatory authorities (including the Federal Communications Commission, the Federal Aviation Administration, and municipal building and fire codes). (f) "Modifications" shall mean expansions, additions, upgrades, reconfigurations, removals,replacements, relocations or alterations. (g) "Modify" shall mean expand, add, upgrade, reconfigure, remove, renovate, replace,relocate or alter. (j) Necessary Engineering Plans shall mean those plans required by the City of Grapevine or its staff. Plans may be required to be sealed at the option of the City. (k) "Person" shall mean an individual, partnership, corporation, limited liability company, trust, decedent's estate, joint venture, joint stock company, association, unincorporated organization,governmental body or agency,or other entity. (1) "Property" shall mean that certain premises situated at 1702 Sagebrush Trail, Grapevine, Texas 76051, as well as all of the real property underlying such premises and located at the same address. The premises are depicted in the site map attached as Exhibit A. (m) "Site Equipment" means the communications equipment, including base stations, antenna(s), poles, dishes or masts, cabling or wiring and accessories used therewith, which are more fully set forth in Exhibit A attached hereto and incorporated herein by this reference (and such additions, modifications, alterations and/or replacements made thereto as are allowed by the City and in accordance with this Agreement). For the avoidance of doubt, all Modifications to the Site Equipment, which shall only be permitted to the extent otherwise allowed under this Agreement, shall be considered to be part of the Site Equipment once completed,and the Site Equipment shall also be considered to include all tangible items and any necessary cable,junction boxes, hangers, pull boxes, and grounding wiring at the Antenna Site installed or located at the Antenna Site by or for ticensee. (n) "Site"when used without a modifier shall mean the Property. (o) "Tower Site" means those portions of the Antenna Site occupied by the Licensee under this Agreement that are located entirely on the Tower, as depicted in Exhibit A attached hereto and incorporated herein by this reference. (p) "Tower" means elevated water storage tank located at 1702 Sagebrush Trail, Grapevine,Texas,76051 as depicted in Exhibit B attached hereto and incorporated herein by this reference. 2 EXHIBIT A TO-9-Df 1 - 0 () License Site Name:Clear Wireless LLC Page Of +')�`-C�Q/ Site ID: DA82XM234-A g Location: Dove wt, 1702 Sagebrush Trail,Grape%ine,TX City and Licensee agree that capitalized terms defined elsewhere in this Agreement shall,unless the context otherwise requires,have the meaning there given. 2. LICENSE: PERMITTED USE. The parties agree that the City is the Owner of the site and acknowledge that section 6409 of the Middle Class Tax Relief and Job Creation Act(47 U.S.C. § 1455)does not apply to this Agreement. Subject to the terms and conditions of this Agreement, commencing on the Commencement Date, and for the remainder of the Term(defined below)of this Agreement,City grants to Licensee a license(the "License") to use the Antenna Site for the Permitted Use only. The "Permitted Use" is (i) the transmission and reception of communication signals in the frequency bands licensed by the FCC directly to Licensee or licensed by the FCC to a third Person and controlled by Licensee, and (ii) the construction, installation, operation, maintenance, repair and modification of the Site Equipment for the Permitted Use only. In no event will City be prohibited from installing(or allowing other Persons to install)equipment in areas beside, or below the enclosures containing the Site Equipment or portions of the Site, particularly if such equipment is required for safety or the structural integrity of the premises, in which case it may be installed even if it adversely affect Licensee. City may reasonably access all parts of the Antenna Site as needed for premises maintenance or in the event a situation exists which constitutes an imminent threat to personal injury or death and/or property damage("Emergency") or as needed for day-to-day operations. City agrees not to tamper with or alter any of Licensee's Site Equipment, unless required to do so to maintain the structural integrity of the premises, or for safety, due to a failure of Licensee to maintain the requirements of this License, or as provided in this License Agreement. City is not responsible for any damage to equipment,even in the event City was required to tamper with or alter said equipment. Any installation or Modification of Site Equipment by Licensee will be subject to approval by City in accordance with Section 9(f). Without limiting the foregoing,in no event shall Licensee use the Antenna Site for any unlawful purpose or in any unlawful manner,in no event shall Licensee exceed the limitations of use as set forth in this License and in no event shall Licensee use or access any portion of the Property other than the Antenna Site,except for ingress and egress to the Antenna Site. Licensee acknowledges and agrees that this Agreement shall not grant Licensee any exclusive rights to use the Property for communications purposes or any other use or purpose whatsoever. 3. DELIVERY/NO WARRANTIES/ASSUMPTION OF THE RISK. (a) Licensee acknowledges and agrees that it has had and will have an opportunity to inspect the Antenna Site and that it is taking the Antenna Site and using the Antenna Site "as is." Without limiting the foregoing, Licensee acknowledges and agrees that neither City nor any other Person has made any representation or warranty as to the condition of the Antenna Site and that Licensee is relying upon its own inspection of the Antenna Site in entering into this Agreement. Licensee further acknowledges and agrees that neither City nor any other Person(other than Licensee)has any obligation whatsoever to prepare or construct the Antenna Site for Licensee's use or to perform any work or provide any materials to prepare the Antenna Site for the construction and installation of the Site Equipment. Neither City nor any other Person makes any warranty or representation whatsoever regarding the Antenna Site, and City hereby expressly disclaims all warranties and representations, including, without limitation, any warranty of merchantability or fitness for a particular purpose or that the Antenna Site is suitable for the 3 EXHIBIT _/ TOo�[O«'dg9 License Site Name:Clear Wireless LLC `'i of 2(S Site ID: DA82XM234-A Page Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX Permitted Use, as Licensee has satisfied itself with respect thereto and needs no such warranty or representation from City. In addition, neither City nor any other Person makes any warranty or representation whatsoever with respect to the portions of the Property, and City hereby expressly disclaims all warranties and representations relating thereto. (b) Licensee agrees that its use of the Antenna Site is at Licensee's own risk. Other licensees, sublicensees, lessors, sublessors, or occupants (including property visitors) of, in, or at the Property, including the Tower on the Property, shall not be construed to be agents or employees of City. Licensee is responsible for all its employees, agents,contractors,subcontractors or any other person acting on behalf of Licensee. (c) Licensee agrees that, if in the sole judgment of City, it is determined that, during the time the License is in effect, the Tower or any facilities on the Tower Site should be examined by a structural engineer, that City may contract with a structural engineer for examination of the Tower or Site and a determination of the Tower or Site's structural integrity and that the inspection and report shall be paid by Licensee. If Tower has more than one Licensee,the cost may be apportioned among the Licensees, as determined by the City. 4. TERM;UTILITIES. (a) The"Term"of this Agreement will be a five(5)year term and shall commence on the Commencement Date. (b) The Term will be automatically renewed for 4 four additional terms of 5 years each (each a"Renewal Term"),unless either party provides other party one hundred and twenty days(120)notice of its intention not to renew prior to the expiration of the initial Term or any Renewal Term. (c) Licensee shall pay for all utilities to operate the Site Equipment at the Property. Licensee will use commercially reasonable efforts to contract directly with the local utility company servicing the Property and have such utility company install, at Licensee's sole cost and expense, a new electrical service with meter to provide Licensee's power and Licensee shall pay the power utility directly for such usage. (d) City shall not be in default under this Agreement or liable to Licensee or any other Person in connection with,or as a result of, any interruption in utility service,including the power provided by the electrical facilities. In the event of any interruption in utility services, and provided parking area space is available at the premises, Licensee maybe permitted, upon approval of City, which approval may be revoked at any time, to deploy and use a temporary power source with a noise level rating at or below sixty-five decibels (65 dB)on twenty (20) square feet or less of the Property in an area designated by City for the continuation of the Permitted Use. Licensee shall discontinue the use of the temporary power source within twenty four(24)hours upon receiving notice from the City to discontinue the use. 5. ANNUAL LICENSE FEES;TAXES; SECURITY DEPOSIT. (a) Licensee shall pay City, without deduction, demand, offset or counterclaim, 1 days from the Commencement Date in connection with Licensee's use of the Antenna Site. During the first twelve (12) months, commencing on the Commencement Date, the Annual License Fee shall be Thirty- Four thousand($34,000.00) annually, shall be paid on a monthly basis divided in 12 equal installments of Two Thousand Eight Hundred Thirty Three and 33/100. The Annual License Fee, initially in the amount of Thirty-Four thousand($34,000.00),will increase three percent(3%)annually throughout the Term,and 4 11 License Site Name:Clear Wireless LLC EXHIBIT TO .20 Site ID: DA82XM234-A Page of . Location:Dove wt, 1702 Sagebrush Trail.Grapevine,TX any Renewal Term, of this Agreement on each anniversary of the Commencement Date. by-threepereent (b) If any installment of the Monthly License Fee(or any other amount to be paid by Licensee under this Agreement) is not paid within thirty(30)days after the date such payment is due,then in addition to paying the amount then due, Licensee shall pay to City a late charge equal to ten percent (10%) of the amount then required to be paid, plus if any Monthly License Fee remains unpaid for more than thirty (30) days after Licensee has received such notice of such unpaid amount, or interest on the outstanding amount equal to the highest rate permitted by applicable Laws. (c) Licensee shall have the responsibility to pay any personal property, real estate taxes, assessments, or charges owed on the Property which City demonstrates are incurred as a result of Licensee's use of the Antenna Site and/or the installation, maintenance, and operation of the Licensee's improvements, and any sales, excise or property tax imposed on the Annual License Fee, including any increase in real estate taxes at the Property which arises from the Licensee's improvements and/or Licensee's use of the Antenna Site. If City receives notices of such requests for payment,City will transmit to Licensee together with any request for payment of a personal property tax,real estate tax,assessment or charge payable by Licensee under this paragraph,copies of the bills or statements from the applicable taxing authorities. Failure of City to transmit such notices will not be a defense to Licensee's failure to pay such taxes,charges, or fees. (d) If the Antenna Site is a separate tax parcel for local tax purposes, Licensee shall have the right,at its sole option and at its sole cost and expense, to appeal,challenge or seek modification of any tax assessment or billing for which Licensee is wholly or partly responsible for payment. (In no event will the preceding sentence be construed to impose any responsibility on City to create a separate tax parcel with respect to the Antenna Site.) In the event that as a result of any appeal or challenge by Licensee, there is a reduction, credit or repayment received by the City for any taxes previously paid by Licensee, City agrees to reimburse to Licensee the amount of said reduction,credit or repayment. (e) •- • - .. . - - . .. Bank Name: ABA: Account Namc: Account Number: (f) As consideration for the option to terminate set forth in Section 8 c of this ... .. • • • - - - (g) If the Licensee fails to leave the Site at the end of the License term or upon any termination of the License, Licensee will, at City's election, be deemed to be holding over, subject to all provisions of this Agreement,except that the Monthly License Fee will be 150%of such license fee for the last month of the Term(the "Hold Over Fee"). Although Licensee's obligation to pay the Hold Over Fee is triggered by failure to remove the Site Equipment and return the Antenna Site to its Pre-Use Condition within sixty (60)calendar days after the end of the Term, the period for which Licensee will pay the Hold Over Fee will begin on the date immediately following expiration of the Term. Licensee will execute any 5 License Site Name:Clear Wireless LLC EXHIBIT k TOIf r DUV Site ID: DA82XM234-A Page Ip of Location: Dove wt, 1702 Sagebrush Trail,Grapevine,TX documents reasonably requested by City to evidence a lien-free transfer of title to City if the Site Equipment is not removed. .. .. .. -- City for any damage incurred by City es a result of the actions of Licensee or as a result of default or 6. ACCESS TO THE SHE EQUIPMENT (a) Except in the event of an Emergency with respect to the Property, and subject to impediments to access beyond City's reasonable control, Licensee shall be entitled to access the Site Equipment and the Antenna Site during "Normal Hours" (7:00 A.M. to 4:00 P.M., Monday through Friday, with the exception of holidays, pursuant to other limitations set out in this Agreement) and, in the event of an Emergency for Licensee, twenty-four (24) hours a day, and seven (7) days a week, provided that in all instances Licensee shall orally notify the City prior to its arrival, by contacting Carol Marchant or designee at 817 410 3134 (or currently Correct number) or 817 410 3000 (switchboard) and provided further that Licensee is accompanied by an authorized representative of City or, in the event no authorized representative of City is available,that City agree to the emergency access and Licensee has first complied with all of City's security procedures for the Property of which Licensee has been provided written notice. Licensee shall only be permitted to install and/or remove the Site Equipment and perform routine maintenance during Normal Business Hours,unless otherwise permitted in writing by City. (b) If City reasonably believes that Licensee's equipment ("Non-Complying Equipment") is adversely impacting City's Premises Systems (as defined below) or is otherwise not in compliance with the terms and conditions of this Agreement, then Licensee must demonstrate, to City's reasonable satisfaction, that either: (i) Licensee's alleged Non-Complying Equipment is not adversely impacting City's Premises Systems and is in compliance with the terms and conditions of this Agreement, or (ii) Licensee has shut-off the power to any Non-Complying Equipment and will not operate such Non- Complying Equipment (other than intermittent testing at times approved by City) until Licensee can demonstrate,to City's reasonable satisfaction,that such Non-Complying Equipment is no longer adversely impacting City's Premises Systems and has been brought into compliance with the terms and conditions of this Agreement,as the case may be. If Licensee's equipment is exceeding weight or space limits,City may immediately remove the equipment if required for safety or for the structural integrity of the premises. If there will be no safety or structural integrity concerns,City may give Licensee up to ten(10)calendar days to remove the equipment that is exceeding limits. For the purposes of this Agreement,the term"Premises Systems" shall mean the Property's structural, mechanical, electrical, HVAC, plumbing, telephone, gas, communication systems for water distribution monitoring and management,traffic signal communications, alarm monitoring and other life safety systems. 7. OWNERSHIP OF THE SITE EQUIPMENT. The Site Equipment installed by Licensee shall be and will remain the personal property of Licensee. At no time during the Term of this Agreement shall the City or any third Person have the right to use the Site Equipment unless required by law or in an Emergency where Licensee cannot or does not respond in a timely fashion under the circumstances, provided Licensee has received oral notice of such Emergency,if possible,and City takes only those actions that are reasonably necessary under the circumstances in order to shut or power down the Site Equipment. Licensee will remove all of the Site Equipment (including, but not limited to, all racks, conduit, wires, cable,pull boxes,clamps, distribution frames,screening devices, doors, signage,walls and wall jacks)and restore the Antenna Site to its condition immediately prior to the installation of the Site Equipment,ordinary 6 • EXHIBIT A TO a6 I1' bn0 License Site Name:Clear Wireless LLC Page of Site ID: DA82XM234-A Location: Dove wt, 1702 Sagebrush Trail,Grapevine,TX wear and tear excepted ("Pre-use Condition") within thirty (30) calendar days after the end of the Term. Any reasonable fees incurred by the City in connection with overseeing or monitoring the removal of the Site Equipment will be reimbursed by the Licensee within thirty (30) calendar days after receiving an invoice and supporting documentation from the City. If Licensee fails to remove any Site Equipment within sixty (60)calendar days after the end of the Term, (i)City may remove, store, or dispose of the remaining Site Equipment in any manner City deems appropriate at Licensee's expense and Licensee shall have no cause for reimbursement or any other damages for the method of removal,loss of use,or destruction of said equipment,and(ii)Licensee will,at City's election,be deemed to be holding over,subject to all provisions of this Agreement, except that the Annual License Fee will be 125% of such license fee for the last month of the Term(the"Hold Over Fee"). Although Licensee's obligation to pay the Hold Over Fee is triggered by failure to remove the Site Equipment and return the Antenna Site to its Pre-Use Condition within sixty calendar(60)days after the end of the Term,the period for which Licensee will pay the Hold Over Fee will begin on the date immediately following expiration of the Term. Licensee will execute any documents reasonably requested by City to evidence a lien-free transfer of title to City if the Site Equipment is not removed. 8. GOVERNMENTAL APPROVALS. (a) Licensee shall use the Antenna Site only for the Permitted Use. All improvements, equipment, antennas and conduits shall be at Licensee's expense. Licensee shall have the right to replace, repair,add or otherwise modify its utilities,equipment,antennas and/or conduits or any portion thereof and the frequencies over which the equipment operates, whether the equipment, antennas, conduits or frequencies are specified or not on any exhibit attached hereto, during the Term and in accordance with Section 9; provided that Licensee will not use unlicensed frequencies or spectrum, including, without limitation,the 2.4 GHz(ISM), 5GHz(U NII), and wireless fidelity (Wi Fi)frequency bands and any other frequencies which are or may become available for unlicensed use. Licensee will not use any frequencies provided for public safety uses, and any violation of this provision shall subject Licensee to immediate termination and removal of equipment without the days provided for removal elsewhere in this Agreement. (b) City acknowledges and agrees that Licensee's ability to use the Antenna Site is contingent upon Licensee's obtaining after the Effective Date of this Agreement all of the certificates, permits and other approvals that may be required by any Federal, State or Local authorities (collectively the "Governmental Approvals") as well as satisfactory results from unobtrusive tests which will permit Licensee use of the Antenna Site as set forth above. Licensee will promptly apply for all necessary Governmental Approvals. City shall,at Licensee's sole cost,cooperate with Licensee in its effort to obtain such approvals and shall take no action which is intended to adversely affect the status of the Property with respect to the proposed use thereof by Licensee. (c) Notwithstanding any language to the contrary contained herein and provided Licensee is not in default hereunder,Licensee shall have the right,at any time,to terminate this License by providing one (1) year prior written notice to Town, accompanied with a twelve (12) months of the then current rent, with no further liability by Licensee to the City. Licensee will have the option to terminate this License without penalty in the event that Licensee's application for Governmental Approvals is finally rejected on or before one hundred eighty (180)days after the Effective Date,exercisable by written notice delivered to City on or before two hundred ten (210) days after the Effective Date. Notice of Licensee's exercise of its right to terminate shall be given to City in writing by certified mail,return receipt requested, or by nationally recognized overnight carrier,and shall be effective upon the later of the receipt of the notice by City or upon such later date as designated by City. (d) All license fees, rentals and additional rentals paid prior to said termination date (including, without limitation,bonuses) shall be retained by City. Upon such termination,this Agreement 7 EXHIBIT TO �lLicense Site Name:Clear Wireless LLC Site ID: DA82XNI234-A Page ;(261 "bf Of 02. Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX 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 and as to the requirement to remove equipment and restore site. 9. INSTALLATION, OPERATION, MAINTENANCE, REPAIR, MODIFICATION AND RELOCATION OF THE SITE EQUIPMENT. (a) Licensee shall, at its sole cost and expense, install, maintain, repair, operate and Modify (but such Modifications shall only be performed if otherwise permitted under this Agreement)the Site Equipment throughout the Term of this Agreement. City assumes no responsibility for the licensing, installation, maintenance, repair, operation or Modification of the Site Equipment. However, any reasonable fees incurred by the City in connection with overseeing or monitoring the installation,operation, maintenance,repair, modification and relocation of the Site Equipment will be reimbursed by the Licensee within thirty calendar(30)days after receiving an invoice from the City. (b) Licensee's installation,maintenance,repair,operation and Modification of the Site Equipment, and Licensee's activities at the Antenna Site and the Property, shall be performed during Normal Business Hours and shall at all times be in strict compliance with the terms of this Agreement and all applicable Laws, including city ordinances, as well as the rules and regulations of all insurance applicable to the Property, and with such rules and regulations,as may from time to time be established by City for the Antenna Site and the Property. Licensee will give notice to City at least thirty (30) days prior to beginning installation, maintenance, repair, operation and Modification of the Site Equipment. City reserves the right to promulgate new rules and regulations upon ten(10)calendar days' prior written notice to Licensee, which notice shall set forth the revised or amended standard, rule or regulation. If any applicable governmental laws and regulations shall require that Licensee modify or revise the then-existing installation, operation or maintenance of the Site Equipment, Licensee shall make such modifications or revisions,at Licensee's sole cost and expense, within the time provided in the applicable law or regulation. (c) Licensee shall install, operate, maintain,repair and Modify the Site Equipment in a safe and structurally sound manner,and in a manner that shall not cause a violation of any mortgage,deed of trust, ground lease or other financing instrument (i) now existing and recorded with respect to the Property or any agreements or warranties with respect to the Property or any part thereof as are now held by or entered into by City, so long as such existing documents are recorded prior to the date on which Licensee performs its initial title examination or for any other document so long as City has provided Licensee with a copy of the pertinent sections of such documents; or(ii) recorded after the Effective Date if a non-disturbance and attornment agreement is executed in accordance with Section 24 of this Agreement. Licensee shall ensure that the installation, maintenance and repair work for the Site Equipment, and any other work of any type performed by or on behalf of Licensee pursuant to this Agreement (including, without limitation,any Modifications),will be performed in compliance with Section 9(b)above,in a good, orderly and workmanlike manner and in accordance with good engineering practice,and shall not materially interfere with,delay,or impose any additional expense upon City in maintaining or operating the Property. In addition, Licensee agrees to maintain the Site Equipment in proper operating condition, in compliance with all applicable manufacturer specifications, and within all industry accepted safety standards; and Licensee shall ensure that the Site Equipment will be identified with permanently marked, weather proof tags at the following locations: (i) each antenna bracket; (ii) at the transmission line Premises entry point; (iii) at the interior wall feed through or any other transmission line exit point; and (iv) at any transmitter combiner, duplexer, or multifed receive port. If none of the previously mentioned locations are easily visible,then at an easily visible location at the site. All Licensee telephone blocks,demarcations and cables shall be clearly identified with the Licensee's name, and type of line. Licensee shall match as nearly as possible the color of any antennas, lines,conduits and other related equipment to the Tower. 8 EXHIBIT A TO " b8 _ License Site Name:Clear Wireless LLC Of o2Site ID: DA82XM234-A Page Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX (d) Without limiting Licensee's obligations under Sections 9(b) and (c) above, Licensee shall at all times comply with, and ensure that the Site Equipment complies with, all applicable Laws pertaining to non-ionizing radiation or electromagnetic emissions that are either currently enacted or that may become enacted or promulgated during the Term of this Agreement. Licensee shall be responsible for such compliance both with respect to the Site Equipment individually and the integration of the Site Equipment with any other then existing telecommunication facilities or other electromagnetic emitting facilities at the Property. Upon City's request, Licensee shall provide at its sole cost and expense any documentation required to evidence such compliance of the Site Equipment alone as well as perform all tests to obtain such required documentation. Licensee shall, at its sole cost and expense, and subject to City's approval to the extent such alteration affects the aesthetics of the Site Equipment or requires work that will impact the Property or a system at the Property,perform such alterations or adjustments to the Site Equipment that may be required during the Term of this Agreement due to a change in applicable law or the implementation of a new applicable law, including a reduction of the effective radiated power of the Site Equipment, or a change in the height of an antenna's main lobe. In addition, if the Antenna Site includes a portion of the Tower, Licensee shall cooperate generally with City and other carriers to ensure that the Property's Tower shall be and remain in compliance with all applicable FCC and OSHA rules and regulations relating to guidelines for human exposure to radio frequency or electromagnetic emission levels, as may be issued from time to time. (e) Without limiting Licensee's obligations under Sections 9(b) and 9(c) above, Licensee shall construct and install the Site Equipment at the Property in compliance with all marking and lighting requirements of the Federal Aviation Administration and the FCC. In the event either City or Licensee is cited because all or a portion of the Property is not in compliance with such regulations and provided such non-compliance results from or is caused in whole or in part by the Site Equipment,Licensee, at Licensee's sole cost and expense, shall immediately cure the conditions of noncompliance to the extent resulting from the Site Equipment. In addition, Licensee shall be solely responsible for all costs and expenses, including without limitation fines and penalties imposed upon City or its Affiliates as a result of any such violation to the extent resulting from or caused in whole or in part by the Site Equipment and Licensee shall immediately reimburse City for the same to the extent resulting from the Site Equipment in the event City is required by law to pay such fines or penalties. (f) Prior to the installation or placement of any of the Site Equipment at the Antenna Site, Licensee shall provide City with detailed plans and specifications (including any necessary engineering plans) of the proposed installation for City's written approval, which approval shall not be unreasonably withheld,conditioned or delayed,as well as any other information City reasonably requests. Licensee will not undertake such installation or placement before obtaining such approval from City. Site. In addition, Licensee shall submit written plans as well as any other information City requests in relation to all Modifications, replacement or alterations, and obtain City's written approval, in each case,prior to Licensee's submission for Government Approvals or performing any such installations, Modifications or other work to the Site Equipment or at the Antenna Site. In all such instances referenced earlier in this Section 9(f),City shall at least thirty(30)business days to review and approve such Licensee plans. City's failure to timely respond to a request for approval shall not constitute City's approval. 9 EXHIBIT TO _19(1'0b License Site Name:Clear Wireless LLC Site ID: DA82XM1234-A Page lb of 09- Location:Dove wt, 1702 Sagebrush Trail,Grapes inc,TX Any attempt by Licensee to claim that inaction shall result in deemed approval will result in termination of this Agreement,at City's option. City's inaction shall never constitute deemed approval. In no event will City's approval of such plans (or any other requests by Licensee) be deemed(i)a representation that such plans or actions by Licensee comply with applicable Laws or will not cause interference with other communications operations, such responsibility being solely Licensee's, or (ii) a waiver of any rights of City under this Agreement. Subject to the restrictions contained in the following sentence, once the Site Equipment is installed in accordance with this Agreement, Licensee is permitted to perform Modifications to the Site Equipment not requiring physical alterations to the Antenna Site(e.g.,Licensee may replace any of its existing cables or antennas with like or similar cables or antennas, i.e., antennas of similar color, shape and dimensions), as long as such alterations do not cause Licensee to be in violation of any of the terms of this Agreement, including the limitations on the Permitted Use and the Antenna Site in which the Site Equipment may be located, and the prohibition against the Site Equipment causing interference under Section 13 of this Agreement and so long as the change or modification is not prohibited by City. (g) Upon expiration or earlier termination of the Term of this Agreement, Licensee shall promptly return the Property,the Antenna Site and any personal property and fixtures thereon,as well as all surface and underground areas within the Property, that have been altered or affected in any way by virtue of the, installation, maintenance, repair or Modification of the Site Equipment to Pre-use Condition, reasonable wear and tear excepted. (h) Licensee agrees not to place, suffer or permit mechanics' liens or materialmen's liens to be filed or continued against the Property for services performed or equipment or facilities provided by Licensee's contractors, subcontractors, mechanics, laborers, suppliers or any other Person, for work performed or equipment or facilities provided in or on the Antenna Site or the Property pursuant to the terms of this Agreement. In the event that any such lien shall be filed,Licensee agrees to cause the release and discharge of such lien in the manner required by the law of the state of Texas or in which the lien has been filed,including,if necessary,the filing of a bond to remove such lien,within thirty(30)days following Licensee's notice of such lien. If Licensee fails to timely discharge any such mechanic's lien (by bonding over or otherwise), City may, at its option, discharge the same, and Licensee shall reimburse City for all costs and expenses relating to such discharge immediately upon demand therefor, and such discharge by City will not be deemed to waive the default of Licensee in not discharging the same. (i) Licensee shall keep the Antenna Site free from all trash and debris arising from Licensee's operations. Licensee shall, at its sole expense, keep the Site Equipment and the Antenna Site and the areas immediately surrounding same neat and clean. When Licensee is present at the Antenna or Tower or Ground site,it is Licensee's responsibility to clean the site daily. Licensee shall repair fence when required by City staff and a new fence shall be required at the commencement of Licensee Term and every five (5) years thereafter. The fence cost may be proportioned among Licensees at City's option. (j) Penetrations into any surfaces at the Property shall not be allowed without prior approval by City for each penetration and if allowed, shall be f shall be sealed so as to prevent any water leakage and shall be inspected and approved by City. Throughout the period of such installation, and thereafter during any operation, maintenance or repair of the Site Equipment, Licensee shall install and utilize, at Licensee's sole expense, screening supports, walk boards, and such other materials as may be reasonably required by City to protect the Property or any part thereof, pedestrians, vehicles on adjacent roadways and any other property, occupants or owners,of property adjacent to the Property. 10 License Site Name:Clear Wireless LLC EXHIBIT i- TO 07011—DO V Site ID: DA82XM234-A Page I ( of 02g Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX (k) Subject to Licensee's ability to install and operate its equipment in the manner contemplated by this Agreement, Licensee agrees to ensure that the installation, operation, maintenance, repair and Modification of the Site Equipment will be performed by Licensee in accordance with plans and specifications approved by City and in a professional and workmanlike manner and in compliance with all applicable Laws. Licensee shall not through its actions, omissions or otherwise in any way(i)interfere with the quiet enjoyment of City or any tenant,subtenant, lessor,sublessor,licensee,sublicensee or occupant of, in, or at the Property; or(ii) hinder the ability of City or any tenant, subtenant, lessor, sublessor, licensee, sublicensee or occupant of, in, or at the Property or any property owner or user in the nearby vicinity, including but not limited to the adjacent properties,to reasonably,peaceably,safely and quietly have,hold, use and enjoy whatever rights that City,or any tenant,subtenant, lessor, sublessor,licensee, sublicensee or occupant of, in, or at the Property may have with respect to the Property or a portion thereof. Without limiting the foregoing,Licensee agrees to ensure that it shall conduct its business(e.g.,installing,operating, maintaining, repairing and Modifying the Site Equipment) and control its agents, employees, contractors, invitees and visitors so that it shall not create any nuisance, or interfere with, annoy or disturb any tenant, subtenant, lessor, sublessor, licensee, sublicensee or occupant of, in, or at the Property, or any property owner or user in the nearby vicinity, including but not limited to the adjacent properties or City in its operation of the Property. All determinations as to whether any unreasonable impact or disturbance is occurring will be made by City, in its reasonable discretion. Licensee will take all necessary steps to remedy any noise or vibration causing such unreasonable impact or disturbance reasonably demonstrated to be originating from the Site Equipment within five(5)calendar days of Licensee's receipt from City of any complaint of such impact or disturbance. City will submit to Licensee invoices or other reasonable documentation of any costs reasonably incurred by City if City must remedy such noise or vibration due to Licensee's failure to remedy the same and any other costs reasonably incurred because of such unreasonable impact or disturbance. Within thirty(30) calendar days of the receipt of such documentation, Licensee will reimburse City for all such demonstrated costs. (1) If required by City, Licensee will relocate the Site Equipment, at Licensee's sole cost and expense,'- .. • . •- _ "• - . . .. - - - ",'- -- -. .. . .. • __ ." •. . - . •- . shall have the right to require Licensee to relocate the Site Equipment(or any portion thereof)permanently within the Property, including the Tower on the Property, provided that: (A) the new location of the Site Equipment("New Location")does not materially change the operation or coverage of the Site Equipment; (B)the New Location is similar to Licensee's existing location in size and is fully compatible for Licensee's use, in Licensee's reasonable determination; (C) City gives one hundred and twenty (120) days' written notice prior to requiring Licensee to relocate, if feasible; (D) Licensee's use at the Antenna Site is not interrupted or diminished during the relocation and Licensee is allowed, if necessary, in Licensee's reasonable determination,to place a temporary installation on the Property during any such relocation;and (E) Licensee has the right, at Licensee's sole cost, to have the New Location approved by a licensed engineer selected by Licensee in its reasonable discretion. If relocation is required due to maintenance or repair on the Tower or at the Site,all relocation costs shall be borne by Licensee, , . • - - -- ' ,and it is understood by Licensee and City that safety considerations at the site may not allow for the full one hundred twenty (120) days' notice. If Licensee is required to relocate for structural concerns and Licensee and City cannot agree on a new location,the City 11 EXHIBIT 4 TO oub17' License Site Name:Clear Wireless LLC Site ID: DA82XN1234-A Page 1. of et Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX and Licensee may elect to terminate the License. At termination, all costs of removal shall be borne by Licensee. If Licensee does not approve of the new site, Licensee's sole remedy will be to terminate this License Agreement. Licensee shall complete the relocation from the Licensed site to the New Location promptly,but in no event shall the relocation process require more than sixty days(60)calendar days. The relocation of facilities shall include relocating underground facilities,unless such underground facilities are allowed by the City to remain in place. If such facilities are allowed to remain in place, the risk of loss shall be borne solely by Licensee. Upon the completion of such work, when the original License site is available,the City shall give the Licensee notice to return to the original License site. All costs of relocating back to the original License site shall be borne by the Licensee. Licensee shall complete such relocation within thirty (30)days,unless the City agrees to a different amount of time in writing. If Licensee fails to relocate as required by the above paragraphs or exceeds the time to relocate,such action may result, at the option of the City, in immediate termination of the lease; in the City moving or relocating the facilities itself and billing Licensee(and failure to pay such bill may also result in immediate termination), liquidated damages of up to one hundred dollars ($100.00) a day, to be drawn from the Security Deposit, or in any other appropriate remedy elected by the City to address the problem. (m) Licensee's facilities shall not be allowed to remain in a temporary location or in a state of disrepair or renovation or construction or in anything other than an approved final secure and aesthetically pleasing state. If the City provides Licensee notice that its facilities are required to be completed, renovated, made secure, finished or otherwise altered as directed by the City, Licensee shall complete such work in the time period set out in said notice. (n) All work done by Licensee must be as unobtrusive as possible,including matching all paint colors,using cable in the colors required by the City,removing unnecessary equipment or cabling, and other requirements as set forth by the City. (o)Requirements of the City Manager or designee must be followed,including installation of equipment, access, access cards and non-interference with city facilities and city spectrum, including public safety. (p) Licensee shall pay for the cost of a structural engineer or other consultant to assess the Tower or Antenna Site at least annually and more often if required by the City. Such costs may be apportioned among all Licensees with structures at the Site as decided by the City. (q) All equipment shall be labeled with the Licensee's name, the name of the equipment, the voltage, if applicable, and any safety information or other information as may be required by the City Manager or designee. 10. INDEMNIFICATION. (a) The following terms will have the respective meanings set forth below. (i) The "Licensee Parties"are Licensee and any Affiliate and their respective owners, directors, officers, managers, employees, agents, and contractors. 12 License Site Name:Clear Wireless LLC EXHIBIT 4' TOrID Site ID: DA82X111234-A Page 3 of Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX (ii) The "City Parties" are City, the City Council and staff and agents, any holder of a deed of trust or mortgage against the Property and the Property manager, and their respective owners, directors, officers, managers, employees, agents, or contractors. (iii) "Claims"are all assertions of legal rights, including, without limitation, demands or legal actions, alleging responsibility for an Injury. (iv) "Injury"means any cost or expense(including all Legal Costs,as defined below), liability, loss, damage or hurt of whatever nature or description, incurred by a Person or property, including, without limitation, "property damage"and "bodily injury"as such terms are defined by the most current edition of the Insurance Service Office, Inc. commercial general liability insurance form CG 00 01. (v) "Legal Costs" means court costs, attorneys'fees, experts'fees or other expenses incurred in investigating,preparing,prosecuting or settling any litigation,arbitration,mediation, or other proceeding. (vi) "Indemnify" means to protect another Person against Claims and to compensate another Person for an Injury incurred. (vii) "Defend" means to oppose, on behalf of another Person, a Claim in litigation, arbitration, mediation or any other proceeding with counsel reasonably satisfactory to the Person being defended, and to pay all costs associated with the preparation or prosecution of such opposition. (viii) "Waive" means to relinquish a right or release another Person from liability in connection with a Claim. (ix) "Arising From" means directly or indirectly, in whole or in part, (i) occurring in connection with or as a result of (ii) causing, (iii)resulting in, or(iv)based upon. (b) Except to the extent arising from City's negligence or willful misconduct, Licensee will Indemnify and Defend the City Parties against all Claims Arising From, or alleged to Arise From, the following: (i) any Injury that occurs in the Antenna Site or any other portion of the Property, except to the extent arising from City's negligence or willful misconduct; (ii) failure by Licensee to procure and maintain the minimum insurance coverages set forth in Exhibit C; (iii) any violation by a Licensee Party of or failure by a Licensee Party to comply with Applicable Law. (c) The Indemnities, Waivers, and obligations to Defend contained in this Agreement will be enforced for the benefit of the beneficiaries expressly listed herein, and there are no third party beneficiaries to this agreement. The Indemnities, Waivers, and obligations to Defend contained in this Agreement are independent of and will not be limited by, each other, any insurance obligations contained in this Agreement, or damages or benefits payable under workers compensation or other employee benefit acts, and will survive the expiration or earlier termination of this Agreement, until all Claims against City Parties are fully and finally barred by applicable statutes of limitations. 13 EXHIBIT i TO c./Cin '6 U License Site Name:Clear Wireless LLC Site ID: DA82XM234-A Page I of Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX (d) Notwithstanding anything in this Agreement to the contrary, Licensee Waives, and shall cause their respective insurance carriers and any other Person claiming through or under them, by way of subrogation or otherwise, to Waive, any and all Claims against City and their respective trustees, principals, beneficiaries,partners, officers, directors, agents, and employees,for any loss of or damage to or loss of use of the Property, the Antenna Site, any additions or improvements to the Property or Antenna Site (or any contents thereof), and the Site Equipment or any loss of business or revenues, including all rights (by way of subrogation or otherwise)of recovery, claims, actions or causes of action arising out of the acts of any City Parties, which loss or damage is (or would have been, had the insurance required by this Agreement been carried) covered by insurance. The Waiver in this Section 10) will apply even if the damage or loss is caused in whole or in part by the negligence of the beneficiary. (e) 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, 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. 11. INSURANCE. (a) Licensee's minimum insurance obligations are set forth in Exhibit C to this Agreement. Licensee will, at its sole cost and expense, comply with such requirements beginning on the date this Agreement becomes effective and continuing until the latest to occur of(i)the expiration or earlier termination of the Term, (ii) the date the last Licensee Party vacates the Property, or(iii) the date all Site Equipment has been removed from the Property. The failure of City to demand full compliance by Licensee with respect to the minimum coverages outlined in Exhibit C will not constitute a Waiver by City with respect to Licensee's obligation to maintain such coverages. Licensee's failure to procure and maintain the minimum insurance coverages set forth in Exhibit C will constitute a default under this Agreement. If Licensee fails to remedy such default within five (5) calendar days after notice from City, City may in addition to any other remedy available to City, at City's option, purchase such insurance at Licensee's expense. Licensee shall provide proof of such insurance in a form acceptable to City which may include a certificate of insurance. 12. COOPERATION WITH CITY. If, during the Term of this Agreement,City is required at any time to perform maintenance or repair work to the Property impacting any portion of the Antenna Site, as determined by City in its reasonable discretion (collectively, the"Property Work"), Licensee agrees to cooperate with City so that City can complete the Property Work in a timely and cost-effective manner,mid . • - '• •- • - • • --. . , . .. - -- • , and the City agrees to use commercially reasonable efforts to ensure that that Licensee's use of the Antenna Site will not be interrupted or diminished during the maintenance or repair work beyond what is required. Licensee may be allowed,in City's discretion,to place a temporary communications facility on the Property,at Licensee's sole cost and expense,during such maintenance or repair work. City agrees that if it requires Licensee's cooperation in connection with any Property Work, City will endeavor, when possible,to provide ten(10)calendar days' notice to Licensee of its intention to perform the Property Work; except in the case of an Emergency, in which event City shall give as much notice as possible under the circumstances. In an emergency,City may give verbal notice,and if Licensee cannot be located,City may proceed without giving notice to Licensee. 13. INTERFERENCE. 14 EXHIBIT A TO o20f` License Site Name:Clear Wireless LLC Site ID: DA82XM234-A Page t5 of v2 Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX (a) Licensee shall ensure that neither Licensee nor the Site Equipment(including both the initial installation of the Site Equipment, and any subsequent installations or Modifications to the Site Equipment) will, through the operation of the Site Equipment or otherwise, disturb or interfere with the then existing communications configurations and/or frequencies and/or operation of any equipment, including, but not limited to, communications equipment of City, its Affiliates, or any Person with an interest at the Property, or of any then existing (i.e., then existing as of the time of the installation or Modification to the Site Equipment) tenant, subtenant, lessor, sublessor, licensee, sublicensee or occupant of, in, or at the Property, including the Tower("Existing User"). In addition, Licensee shall comply with, and ensure that the Site Equipment complies with, all non-interference rules of the FCC. If either Licensee or the Site Equipment shall create or cause any interference in violation of this Section 13(a), as determined in City's sole but reasonable judgment, Licensee shall immediately cause the interference to be cured after receipt of written notice, and if Licensee cannot cure the problem within thirty(30)calendar days after receipt of said notice,Licensee shall shut down the portion of the Site Equipment that is causing the interference (except for intermittent testing on a schedule reasonably approved by City and any affected Existing User) until a cure can be effected; provided, however, that if the interference creates an immediate danger to health or safety or will result in the substantial inability of City to use the Property, operate emergency equipment or radios or other communications, or operate its business, Licensee shall shut down the portion of the Site Equipment that is creating the interference immediately, not to exceed twenty-four (24) hours of Licensee's receipt of notice of the interference. If Licensee fails to correct the interference within said twenty-four (24)-hour period (or less time, if City provides less time due to the nature of the interference) or fails to shut down the portion of the Site Equipment that is causing the interference,City may,at the sole cost and expense of Licensee,either act to shut down, or cut-off the power supply to,the portion of the Site Equipment that is causing the interference until such time that Licensee corrects the interference,as determined in City's sole but reasonable judgment. All notices to Licensee under this subsection shall initially be made in writing to Licensee, if possible, but in an emergency or if City's equipment is causing interference with emergency communications,City may give verbal notice or suspend notice if Licensee cannot be located. (b) If the interference described in Section 13(a) above cannot be cured within thirty (30)days,then, within thirty(30)days thereafter,Licensee shall be required to(i)remove the specific item of the Site Equipment causing the interference or(ii)terminate this Agreement;provided,however,that no such removal or termination shall be required if Licensee has powered down the equipment causing the interference and Licensee is intermittently testing its equipment in accordance with subsection(a) in order to make any necessary adjustments or replacements to resolve the interference issues. (c) City will not permit any other telecommunications services provider ("TSP") to install or construct within the boundaries of Property, any improvement or equipment which will interfere with Licensee's antennas or microwave dishes or interfere with Licensee's operation of the Site Equipment for the Permitted Use, at the Antenna Site, as of the Commencement Date or the date of any subsequent Licensee installation or Modification.If such interference by the interfering TSP cannot be corrected within sixty(60)days,Licensee shall have the option to terminate by providing City with thirty (30) days' notice. City shall not be obligated to actually achieve the cessation of interference by any Interfering TSP. Licensee shall have no right to seek damages or seek to impose any other type of liability upon City of any interference described in this Section 13(c). 15 License Site Name:Clear Wireless LLC EXHIBIT Pt TOo21)I1 -b8' Site ID: DA82XM234-A Page of .2 Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX Licensee hereby waives any right to seek such damages or liability against City. Nothing in this Section or Agreement shall be deemed to limit Licensee's right of action against any Interfering TSP. Nothing in this section shall apply to any governmental uses, including but not limited to any governmental communications uses. Any governmental uses,including latter installed uses,shall have a superior right to Licensee. (d) Licensee shall ensure that the operation of the Site Equipment will not interfere with the operation or maintenance of the Property,including,but not limited to,the MATV,CATV or other video systems, HVAC systems, electronically controlled elevator systems, computers, telephone systems or any other systems serving the Property, its office tenants or other occupants,provided that the foregoing are in compliance with any applicable FCC regulations governing use of the frequency spectrum. 14. RENTAL DOCUMENTATION. (a) City will provide to Licensee certain documentation ("Rental Documentation") evidencing City's interest in, and right to receive payments under, this Agreement, including without limitation,documentation evidencing City's good and sufficient title to in the Property and right to receive payments of the Annual License Fee and other benefits hereunder. (b) Once during the Term of this Agreement and within thirty (30) days of a written request from Licensee and after a written request from Licensee, City agrees to provide updated Rental Documentation. (c) Within fifteen (15) business days of obtaining an interest in the Property or this Agreement, any assignee(s),transferee(s) or other successor(s)in interest of City shall provide to Licensee Rental Documentation. The Rental Documentation shall be provided to Licensee in accordance with the provisions of and at the address given in Paragraph 22. 15. SALE OR CONVEYANCE OF THE PROPERTY. Should City, at any time during the Term decide to sell or transfer all or any part of the Property occupied by Licensee to a purchaser other than Licensee, the Agreement shall terminate. City will endeavor to give up to one hundred and twenty (120) days' notice of such an event if possible. 16. GRANT TO THIRD PARTY. Should City at any time during the Renewal Term, decide to grant to a third Person by easement or other legal instrument an interest in and to that portion of the Property occupied by Licensee, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof,this Agreement may,at the election of City,continue, if conditions would allow, or terminate or be assigned or transferred to the new Owner. Licensee shall be allowed to remain during the Initial Term of the agreement. 17. FORCE MAJEURE. City and Licensee shall be excused from performing any obligation or undertaking provided for in this Agreement for the period of time that such performance is prevented, delayed,retarded or hindered by an Act of God,force majeure,fire,earthquake,flood,explosion,action of the elements,war,invasion,insurrection,riot,mob violence,sabotage,failure of transportation,requisition, orders of government, or of civil, military or naval authorities, or any other cause whether similar or dissimilar to the foregoing, not within the reasonable control of City or Licensee; provided, however,that no such event or cause shall relieve Licensee of its obligations hereunder to maintain insurance,indemnify City or to make full and timely payments of the Monthly License Fee,or any other sums due hereunder,as provided herein. 16 License Site Name:Clear Wireless LLC EXHIBIT TOolOn Site ID: DA82XM234-A Page I 1 of AS Location: Dove wt, 1702 Sagebrush Trail,Grape%ine,TX 18. TITLE. City covenants that City has the right to allow Licensee to locate or use the Antenna site and has full authority to enter into and execute this Agreement. 19. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between City and Licensee and that no verbal or oral agreements, promises or understandings shall be binding upon either City or Licensee in any dispute,controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing signed by the Parties, except for such provisions allowing City to make additional, later rules regarding the property as may be required. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, in law or in equity. Exhibits A,B,and C are attached to, and incorporated by reference into, this Agreement. Also, this Agreement may be executed in several counterparts, each of which shall constitute an original and all of which together shall constitute but one and the same agreement. The Exhibits attached hereto are incorporated herein and are to be considered a part of this Agreement for all intents and purposes. 20. GOVERNING LAW; VENUE. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the Laws of the State of Texas. Venue for any cause of action shall be in Tarrant County,Texas. 21. ASSIGNMENT. Licensee may not otherwise assign this Agreement without the prior written consent of City. Any purported assignment not in accordance with the terms hereof shall,at City's option,to be exercised at any time after City becomes aware of any such purported assignment,be null and void, and will constitute a default by Licensee under this Agreement. Licensee shall have no right to Sublicense all or any part of the Site Equipment or the Antenna Site. The term"Sublicense" includes any type of sublicense or sublease of the Site Equipment or the Antenna Site or any other type of arrangement that allows the use of the Site Equipment or the Antenna Site by any Person other than Licensee,regardless of how the Persons involved in the arrangement characterize the arrangement. City (and any successor or Affiliate of City) shall have the right freely to sell, assign or otherwise transfer, in whole or in part, its interest under this Agreement and/or in the Property. In the event of any assignment, City (and any successor or Affiliate of City)shall be relieved of any and all of its obligations under this Agreement,except for liability arising prior to the date of such assignment, and Licensee shall thereafter be bound to such assignee. 22. NOTICES. Except where otherwise stated in this Agreement, all notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier,provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): City: City of Grapevine. 200 South Main Street Grapevine,TX 76051 Attn: License Administrator 17 License Site Name:Clear Wireless LLC EXHIBIT i TO etO Site ID: DA82XM234-A Page of oZ Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX Telephone: 817-410-3134 Email: cmarchant @grapevinetexas.gov With a copy(which shall not constitute notice)to: Cathy Cunningham Boyle&Lowry 4201 Wingren, Suite 108 Irving,Texas 75062-2763 Licensee: Sprint/Nextel Property Services Mailstop KSOPHT0101-Z2650 6391 Sprint Parkway Overland Park, Kansas 66251-2650 With a Mandatory copy to: Attn.: Real Estate Attorney Sprint/Nextel Law Department Mail stop KSOPHT0101-Z2020 6391 Sprint Parkway Overland Park, Kansas 66251-2020 Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. When written notice is required, it shall be either by certified mail, overnight delivery or personal delivery. Email shall not constitute written notice. 23. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representative, successors and permitted assigns of the Parties hereto. 24. SUBORDINATION AND NON-DISTURBANCE AND OTHER REIMBURSEMENTS FOR REQUESTED LENDER ACTIVITY. Except as provided below,this Agreement shall be subject and subordinate to the lien of any and all mortgages and to any ground leases existing as of the Effective Date. At City's option, this Agreement shall be subordinate to any mortgages, ground leases, and any and all renewals,extensions,modifications,recastings and refinancings thereof occurring after the Effective Date encumbering the Property,provided,however,a non-disturbance and attornment agreement is provided for Licensee's benefit in the mortgagee's standard form recognizing Licensee's rights under this Agreement as long as Licensee is not in default of this Agreement beyond applicable notice and cure periods. This clause shall be self-operative,without execution of any further instrument,as of the Effective Date,but if requested by City or any mortgagee or any ground lessor, Licensee shall promptly execute a certificate, estoppel or other document in a form reasonably acceptable to Licensee evidencing and providing for such subordination. 25. RECORDING. This License shall not be construed to be a recordable interest. 26. DEFAULT. (a) In the event there is a breach by Licensee with respect to any of the provisions of this Agreement or its obligations under it,except the payment of any Monthly Licensee Fee,City shall give Licensee written notice of such breach, except where provided otherwise. After receipt of such written 18 License Site Name:Clear Wireless LLC EXHIBIT TO ;20 Site ID: DA82XM234-A Page 1 of 2. Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX notice,Licensee shall have fifteen(15)calendar days in which to cure any monetary breach and thirty(30) calendar days in which to cure any non-monetary breach,provided Licensee shall have,at City's reasonable option, such extended period as may be required beyond the thirty (30) calendar days if the nature of the cure is such that it reasonably requires more than thirty (30) calendar days and Licensee commences the cure within the thirty calendar(30) day period and thereafter continuously and diligently pursues the cure to completion. (b) In the event there is a breach by City with respect to any of the provisions of this Agreement or its obligations under it,Licensee shall give City written notice of such breach. After receipt of such written notice,City shall have thirty(30)days in which to cure any such breach,provided City shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and City commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. 27. REMEDIES. Upon a default, the non-defaulting Party may at its option (but without obligation to do so), perform the defaulting Party's duty or obligation on the defaulting Party's behalf, provided that under no circumstances will Licensee be permitted to undertake structural repairs to the Property or to do anything that will damage the Property. The costs and expenses of any such performance by the non-defaulting Party shall be due and payable by the defaulting Party upon invoice therefore and production of all reasonable supporting documentation after request therefor within thirty (30)days after receipt of a demand from the performing Party and the nonperforming Party shall pay to the performing Party within thirty(30)days after receipt of a demand from the performing Party the full undisputed amount thereof with interest thereon from the date of payment at the highest rate permitted by applicable Laws. In the event of a default by either Party with respect to a material provision of this Agreement, without limiting the non-defaulting Party in the exercise of any right or remedy which the non-defaulting Party may have by reason of such default, the non-defaulting Party may terminate the Agreement and/or pursue any remedy now or hereafter available to the non-defaulting Party under the Laws or judicial decisions of the state of Texas; provided, however, Licensee shall use reasonable efforts to mitigate its damages in connection with a default by City. 28. ENVIRONMENTAL.Licensee agrees that it will not use,generate,store or dispose of any Hazardous Material on, under, about or within City's Property in violation of any law or regulation. Licensee agrees to defend and indemnify the City and the City Council, staff, agents, occupants and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys' fees and costs)arising from any breach of any warranty or agreement contained in this paragraph. "Hazardous Material" shall mean any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos). Licensee shall not be responsible for any environmental condition,including the existence of Hazardous Materials,that existed at the Property as of the Commencement Date or that is not caused by the actions of Licensee. 29. CASUALTY. In the event of a fire or other casualty in or around the Antenna Site, Licensee shall immediately give written and electronic notice thereof to City upon Licensee's knowledge thereof. If the Antenna Site, through no fault or neglect of Licensee, shall be partially or fully destroyed by fire or other casualty so as to render the Antenna Site unusable, the Monthly License Fee shall abate thereafter until such time as the Antenna Site is made usable as determined by City. In the event of a total destruction of the Antenna Site without the fault or neglect of Licensee, and the election by City not to rebuild the Property or the Antenna Site,this Agreement shall terminate. Nothing herein shall be construed to require City to rebuild or repair the Antenna Site or any other portion of the Property. In the event of 19 License Site Name:Clear Wireless LLC EXH I BITA TO 020 n-//31) Site ID: DA82XM234-A Page of c2,7S Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX damage by such fire or other casualty to the Property or Antenna Site that is reasonably expected to disrupt Licensee's operations at the Antenna Site for more than forty-five(45)days,then Licensee may,following such fire or other casualty, provided City has not completed the restoration required to permit Licensee to resume its operation at the Antenna Site, terminate this Agreement upon fifteen (15) days' prior written notice to City. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. 30. CONDEMNATION. Notwithstanding anything in this Agreement to the contrary,if all or any portion of the Property or the Antenna Site shall be taken or condemned for any public purpose to such an extent as to make Licensee unable to reasonably utilize the Site Equipment for the Permitted Use,either Party may terminate this Agreement upon notice to the other Party. All proceeds from any taking or condemnation of the Antenna Site shall belong to and be paid to City. Licensee shall have all rights to the movable Site Equipment, which shall not be included in any taking or condemnation. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. 31. SUBMISSION OF AGREEMENT/PARTIAL INVALIDITY/AUTHORITY. The submission of this Agreement for examination does not constitute an offer to license the Antenna Site and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement. Each of the Parties hereto warrants to the other that it has full power and authority to execute and perform this Agreement,and has taken all action necessary to authorize the execution and performance of this Agreement. Each Party further represents that the Person or Persons executing this Agreement on behalf of such Party has the full right, power and authority to enter into and execute this Agreement on such Party's behalf and that no consent from any other Person or entity is necessary as a condition precedent to the legal effect of this Agreement. 32. NON-EMPLOYEES. Either Party may use independent contractors, subcontractors, or other non-employees (collectively, "Non-employees")to perform any of its obligations or to act on behalf of that Party. A Party's use of Non-employees does not release that Party from any of its liabilities or obligations under this Agreement. Each Party is responsible for all actions and omissions of its Non- employees when Non-employees are performing for or acting on behalf of that Party, and in addition, Licensee is also responsible for all acts of its invitees or visitors at the Property when such invitees or visitors are on the Property at the request of Licensee. Without limiting the foregoing, each Party shall be responsible for ensuring that its Non-employees fully comply with all of the applicable terms of this Agreement to the same extent that such Party must fully comply if it were performing the acts performed by its Non-employees, and each Party shall be liable to the other Party if any of its Non-employees fail to fully comply. 33. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement, as does Section 10 of this Agreement. Additionally, any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. 34. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 20 License Site Name:Clear Wireless LLC . !;BIT 7� TOo2Of ' Site ID: DA82XM234-A Page ca I of 02. Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX 35. MISCELLANEOUS. All rights and remedies of City under this Agreement shall be cumulative and none shall exclude any other rights or remedies allowed by law. The Parties hereto acknowledge and agree that this Agreement is an arms-length transaction between disinterested Persons, creates only a license terminable as set forth herein and not a lease or other estate in the Antenna Site or the Property, and shall not be deemed or construed in any way to create a relationship of landlord/tenant between the Parties hereto and shall not be construed to create a recordable interest in the premises. Failure of City to insist on strict performance of any of the conditions, covenants, terms or provisions of this Agreement or to exercise any of its rights hereunder shall not waive such rights, but City shall have the right to enforce such rights at any time and take such action as might be lawful or authorized hereunder, either at law or in equity. The receipt of any sum paid by Licensee to City after a default under this Agreement shall not be deemed a waiver of such default unless expressly set forth in writing. IN WITNESS WHEREOF,the Parties hereto have set their hands and affixed their respective seals the day and year last written below. City: City of Grapevine,Texas By: City of Grapevine,Texas By: Name: Bruno Rumbelow Title: City Manager Date: , 2017 Licensee: Clear Wireless,LLC By: Name: Dwayne aker Title: Market Manager Date: , 2017 21 License Site Name:Clear Wireless LLC EXHIBIT r TO c',20n" CR Site ID: DA82XM234-A Page of c26. Location:Dose wt, 1702 Sagebrush Trail,Grapes ine,TX STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned on this day personally appeared Bruno Rumbelow, [name] City Manager, [title]of the City of Grapevine, [company name]. Bruno Rumbelow[name]proved to me through the presentation of a valid Driver's License to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Bruno Rumbelow [name] furthermore attested that she/he is signing this document in his/her capacity as City Manager[title]for and on behalf of the City of Grapevine [company],and that such capacity makes her/his signature valid and binding to the City of Grapevine [company][. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 2017. NOTARY OF PUBLIC, State of Texas My Commission Expires: STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned on this day personally appeared_Dwayne Baker, [name] Market Manager of Clear Wireless LLC_ [company name]. Dwayne Baker [name] proved to me through the presentation of a valid Driver's License to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. _Dwayne Baker [name] furthermore attested that she/he is signing this document in his/her capacity as Market Manager [title] for and on behalf of Clear Wireless LLC [company], and that such capacity makes her/his signature valid and binding to Clear Wireless LLC [company][. GIVEN UNDER MY HAND AND SEAL OF OFFICE,this al day of (A,' 2017. „1.: ik BRIAN J JEWELL ; Lei10 Notary Public 1 -- PiA ss' STATE OF TEXAS , NOTARY OF P1 My Comm.Exp.March 13,2018 State of Texas My Commission Expires: 22 EXHIBIT A TO 02D11". Page 023 of 02 EXHIBIT A TO AGREEMENT DESCRIPTION OF PROPERTY mo.:Z ESIAlts ^. •w. 1I 3-3...•344-..M..y,X IT.0 ...../....... ................./....... ............+\ j • ,p^\ _ � f .w ry...ia:r— � .[ll'[K►�:GC.J0�t15,41 1 O aT P'i 1 ,...:i_� ' LAS 4M IRA1.1 x11 t' 1 1' TAX SW cee �_-�___. Yq.)M-3•2.K.1.4v:4• 'i ' J+ . { ...ev.• I1 1 lS Yom.W I!.111G.M111 i I it SII .. 1 1 /fR.06 DOVE • ' 1 • 13i i , I 1 i I1 " _�----__-- •- _... 00`s IUM'_ i n O fi.1K i$ 1., ("-- .! 4 li / --'s License Site Name:Clear Wireless LLC EXHIBIT TO 026 Site ID: DA82XM234-A Page c2t4 Of 4 Location: Dove wt, 1702 Sagebrush Trail,Grapevine,TX qv), -4- 44-',jr - 7--,••••••-•-t • Ix:7...ate. I4'.. •, .if •' •- .7.L. • l'••••0' •--• i I• II- ••••• i• 4";, *-E . -r '- - , ,-t•- h.. 1• tv", t...• • • . •••....a:x.1, t•• ••••• .1.r•44:. t.c•-•••• • .1 •••.,I I •••1,.1, .70 rt. ote-L tel reca e•• ••• a.• C", "•-• I 7.4.• •A e. 11 r t re,- •••.....-1 A •,-••• .•.". f•-.•-•••, Ir•••••••• re et, :eer-••••••••-•,-. •r?r•••••••.- at 01.1 :Or . ts'e•'• ((••:f Z"). : e•sete e , •I- •••• -n •..1 A •r ••••••1 '4-I :•.-t --•••,.....••!•-• Ir....h. 4 •••-....no' I,e- rrf : 4.,, (. • ••.‘r ; ..r..e re. -•41 • •c•••: •• tx. I •••• <- 'y `f x1 la r,_ • -1;5- • t..7 pr.. .41.Per 44- Cy d C',') ct •:.•.•z•-•-'1,1, Tr•LONt PWtY• e 4'''if C, .•if Maw wal• ^I' 10-2P-4"? e Win MIL laa•Imo .10.11.....1•111 2.111121 License Site Name:Clear Wireless LLC EXHIBIT 4 TO an -b 'b Site ID: DA82XM234-A Page art of vZ$ Location: Dove wt, 1702 Sagebrush Trail,Grapevine.TX EXHIBIT B TO AGREEMENT SITE EQUIPMENT/LOCATION AT ANTENNA SITE [Attach Site Equipment Specifications and Site Equipment Locations at Antenna Site] Provided by Sprint/Clearwire Equipment located at 79' centerline of water tower Antenna Size (in feet) Antenna Model Radio Feed line 2' Andrew VHLP2-18 DragonWave Duo (1) LMR400 2.5' Andrew VHLP2.5-11 DragonWave Duo (1) LMR400 1' Andrew VHLP1-23 DragonWave Duo (I) LMR400 License Site Name:Clear Wireless LLC EXHIBIT'f Too3___/Ob Site ID: DA82XM234-A a J„ of Location:Dove wt, 1702 Sagebrush Trail,Grapevine,TX Page W EXHIBIT B TO AGREEMENT SITE EQUIPMENT/LOCATION AT ANTENNA SITE [Attach Site Equipment Specifications and Site Equipment Locations at Antenna Site] J ~ _ �1 I�1 a ..0 I CY_ o ` W (^ r;uroEJ nr,,,ww �- ..,r4.FL ANTENNA 4 r1141;--"' NOTE FROF'ERTY IS PRESENTLY ZONED :REP TI:N.3 mu. NOTE a.O9-07 IS A SPECIAL USE REOEEST TO ADMENO THE PREVICVRLY APPROVED SITE PLAN OF 51.199-07(OR3.99-66)TO ALLOW THE CO-LOCATION CF COMMUNICATIONS ANTENNA AND ONE UNDEROROuND EQUIPMENT BUILON0 SPECIFICALLY TO ALLOW FOR THE GROUND LEASE AND CO-LOCATION CF ANTENNAE AN)INSTALLATION OF \ COMMJNICATIONS EC IPMENT AT THE DOVE ROAD WATER TOWER. f\':\ NOTE: ALL REQUIREMENTS CF THE GRAPEVINE ,'' /\ SOIL EROSION CONTROL ORDINANCE SHALL BE MET DURING THE PERIOD OF CONSTRUCTION. NOTE: THE SOUND LEVEL PROOJCED BY MY ' EXTERNAL Alec CONCIT1ONINC UNITS ATTACHED TO 11-IE PROPOSED GROUND EOJIPMENT MAY NOT EXCED 59dT AN3 52 db FROM rt,-am MC„CT : l (E Eumc; 7M1-100M AND 3rPM-TAM RESPECTIVELY. N IMFR run a ` � N.uET, i 4- :ISTUrE F'4 T: FTS.£T'.THE WPM? rr..I' D.'TENNI= '•a .k^, Of IF/'E AIRED r1/,-,_ Y.LNIE`-414144.41, - or. E7 NEVIEO - I." .'J c,-` O.H�WE . -----=‘-- 4,(1'MT IMM his.,. Tcr-_E Ca-UWE'TIL Milo4 .��f-•1121 I. 1�IC 1'WI 4TE / .7`1A,ere zw VCr H RmE- '� to / t•;.41 E'IEwA•E / `,E'N.?J FEKE 41,1i E7/Chi CLEO*5 CLT `� /: n:-E•SOL.40 of Irrc •,-(NDE ' DrDE"LLLDN NIia 9EDJNC .� } 3Y IC EUlE.N41E NM .3,..�r. — • r I-rte.__..-� 1 I ht I j' ' I / i J WE L uE V EXHIBIT TO0.20I Page c21 of 01- EXHIBIT 2EXHIBIT C TO AGREEMENT LICENSEE'S INSURANCE REQUIREMENTS TABLE I SPECIFIC INSURANCE COVERAGE REOUIREMENTS ("REQUIRED COVERAGES") INSURANCE LIMITS OTHER REQUIREMENTS Worker's Compensation Statutory Limits Employer's Liability $1,000,000 each accident for bodily injury by accident $1,000,000 each employee for bodily injury by disease Commercial General $2,000,000 each occurrence 1. ISO form CG 00 01, or substantial Liability $10,000,000 general aggregate equivalent. (Occurrence Basis) The coverage amounts set forth 2. City Parties will be included as "additional above may be met by a insureds" as per Licensee's generic form combination of underlying and endorsement. umbrella policies so long as in 3. Separation of insured language will not be combination the limits equal or modified. exceed those stated 4. The contractual liability exclusion with respect to personal injury will be deleted. 5. No modification that would make Licensee's policy excess over or contributory with City's liability insurance as relates to Licensee's operations on or in the Property. Commercial Business $2,000,000 combined single 1. City Parties will be named as "additional Automobile Liability limit insureds." Causes of Loss-Special 100% replacement cost, as 1. ISO form CP 10 30,or substantial Form(formerly known as modified below, of all of the equivalent. "all risks")Property Site Equipment 2. Waiver of subrogation in favor of City Insurance Parties. 1. General Insurance Requirements: 1.1 Policies. Insurance policies must: (a) Be issued by carriers that (i) have Best's Policy Holder Rating of A- or better and Best's Financial Size Categories of VII or better, or Standard & Poor Insurance Solvency Review A- or better, and(ii)are licensed to engage in the insurance business in the state in which the Property is located; (b) Be primary as relates to Licensee's operations on or in the Property; and (c) Insurance program will call for thirty (30) days' prior notice by the carrier or agent to City of a cancellation(or ten (10)days' notice of cancellation due to non-payment). EXHIBIT TO c9011 Page of 1.2 Forms. If the forms of policies, endorsements, certificates, or evidence of insurance required by this Exhibit C are superseded or discontinued, City will have the reasonable right to require other equivalent forms. 1.3. Evidence of Insurance. (a) Evidence of insurance relating to the Required Coverages must (i) (ii) Be delivered to City prior to commencing an evaluation or the installation of the Site Equipment and,thereafter, within 14 business days prior to the non-renewal or expiration of any policies;provided,however,that Licensee will make reasonable efforts to provide evidence of new insurance prior to the expiration of a policy and will provide same within 10 business days without lapse in coverage; and (iv) Specify the additional insured status and waiver of subrogation, if required. 2. Conflicts. In the event of any conflict between the provisions of this Exhibit C and the provisions of Article 11 of the Agreement,the provisions of Section 11 of the Agreement will prevail.