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
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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.
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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
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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
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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
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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
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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
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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,
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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.