Sprint PCS Assets LLC . le 0
REVOCABLE POLE LICENSE AGREEMENT
Sprint PCS Assets, L.L.C.
and
City of Rancho Palos Verdes
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TABLE OF CONTENTS
PART A-DEFINITIONS
1. DEFINED TERMS................................................................................ 1
PART B-GENERAL TERMS AND CONDITIONS
1. SCOPE OF THE AGREEMENT............................................................... 3
2. LICENSEE'S REGULATORY COMPLIANCE••••••••••••••••••••••••••••••••••••••••••• 4
3. TERM AND TERMINATION•••••••••••••••-•••••••••.---- 6
4. UNAUTHORIZED AND NONCOMPLIANT ATTACHMENTS....................... 7
5. CHARGES AND PAYMENT................................................................... 7
6. AUDITS AND INSPECTIONS.................................................................. 8
7. RISK OF LOSS, LIABILITY,INDEMNITY AND INSURANCE...................... 9
8. REMEDIES......................................................................................... 10
9. DISCLAIMER OF WARRANTIES........................................................... 11
10. ASSIGNMENT AND SUBCONTRACTING................................................ 11
11. GOVERNING LAW.............................................................................. 11
12. RELATIONSHIP OF PARTIES............................................................... 11
13. NO THIRD PARTY BENEFICIARIES...................................................... 11
14. PAYMENT BOND AND LIEN................................................................. 11
15. NOTICES............................................................................................ 12
16. WAIVERS.......................................................................................... 12
17. FORCE MAJEURE............................................................................... 12
18. TAXES............................................................................................... 13
19 AMENDMENTS AND MODIFICATIONS................................................ 13
20 SEVERABILITY.................................................................................. 13
21. HEADINGS NOT CONTROLLING.......................................................... 13
23. ENTIRE AGREEMENT......................................................................... 13
PART C--LICENSE APPLICATION PROCEDURES AND GUIDELINES
1. ATTACHMENT REQUESTS.................................................................. 13
2. CAPACITY......................................................................................... 15
3. SPECIFICATION................................................................................. 16
4. CHANGES AND MODIFICATIONS......................................................... 16
5. LICENSES ON PROPERTY SUBJECT TO FORFEITURE.OOOOO...................... 17
6. REMOVAL OF FACILITIES.................................................................. 17
7. ABANDONMENT OF POLES.................................................................. 18
EXHIBIT"A" LIST OF POINTS OF CONTACT
EXHIBIT"B" SCHEDULE OF FEES AND CHARGES
EXHIBIT "C" APPLICATION FOR POLE ATTACHMENT LICENSE
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EXHIBIT"D" NOTICE OF TRANSFER
EXHIBIT"E" NOTICE OF REMOVAL
EXHIBIT"F" NOTICE OF ABANDONMENT
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REVOCABLE POLE LICENSING AGREEMENT
THIS Agreement is made on ,2005,between Sprint PCS Assets,L.L.C.,a
Delaware limited liability company,hereinafter referred to as"Licensor,"and The City of Rancho Palos
Verdes a municipality organized and existing under the laws of the State of California,hereinafter called
"Licensee."
RECITALS
Licensee is neither a telecommunications carrier nor cable television system("CATV")as
defined in the Telecommunications Act of 1996;
The parties agree this Agreement is not regulated by the Telecommunication Act of 1996;
Licensee needs to place and maintain aerial and/or underground cables,equipment and Facilities
within the state of California and desires to place such cables,equipment and Facilities on Poles owned
by the Licensor,and
Licensor is willing to permit the Attachment of Licensee's Equipment to its Poles for the purpose
of furnishing its internal network facilities and conditioned on the warranty from Licensee that Licensee
is not in the business of providing telecommunications services or cable services where such use is
practicable,and in accordance with the terms of this Agreement.
This Agreement is effective on the date fully executed, ,2005 ("Effective Date")
unless otherwise provided.
In consideration of these mutual covenants,terms and conditions herein contained,the parties
agree as follows:
PART A—DEFINITIONS
1. DEFINED TERMS
1.1. AGREEMENT means the body of this document and the Exhibits.
1.2. ANCHOR refers to a device,structure,or assembly that stabilizes a Pole and holds it in place.
An Anchor assembly may consist of a rod and fixed object or plate,typically embedded in the
ground,which is attached to a guy strand or Guy Wire,which, in turn, is attached to the Pole.
The term"Anchor"does not include the guy strand that connects the Anchor to the Pole.
1.3. An APPLICATION means the process by which Licensee seeks authorization from Licensor to
place its Facilities in or on Licensor Poles or Right Of Way under the terms of this Agreement.
1.4. An ATTACHMENT is any placement of Licensee's Facilities in or on Licensor's Poles,Ducts,
or Right Of Way used to operate its network and is in no manner used to offer
telecommunications services or cable services.
1.5. CONSTRUCTION REQUIREMENTS means Licensor specifications,now or hereafter in
effect(including drawings,text,or otherwise),that set forth the requirements on how
Attachments by Licensee are to be made to and maintained on Licensor Facilities.
1.6. COST means all actual,reasonable,direct costs paid or payable in accordance with Generally
Accepted Accounting Principles("GAAP"),which include, but are not limited to,the following:
(a)external contractor or subcontractor labor costs and professional fees;(b)other direct costs
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and out-of-pocket expenses on a pass-through basis(e.g.,Equipment,materials,supplies,
contract services,etc.);(c)internal labor costs directly related to the completion of Make Ready
Work;and(d)may include any profit or markup component.
1.7. A DUCT is a single enclosed path to house facilities.
1.8. EFFECTIVE DATE means the date the Agreement is signed by all parities,unless otherwise
stated in the Agreement.
1.9. FACILITY and FACILITIES includes Poles,Anchors,Pole hardware,wires,cables,strands,
apparatus enclosures,or any other items attached to a Pole or attached to hardware affixed to or
associated with a Pole,wires, or associated hardware. These terms may also include property,
equipment,or items which are not attached to a Pole or attached to hardware affixed to or
associated with a Pole.
1.10.GUY WIRE is a metal cable of high tensile strength that is attached to a Pole and Anchor rod
(or another Pole)for the purpose of reducing Pole stress.
1.11.A HANDHOLE is a subsurface enclosure that is too small for personnel to enter and is used for
the purpose of installing,operating,maintaining,and repairing telecommunications Facilities.
1.12.IDENTIFICATION TAGS are used to identify Licensee's Equipment. They must clearly
show the name of the Licensee and when placed on a Pole must be visible from the ground.
1.13.INNER DUCT is one of the single enclosed pathways located within a Duct,or buried
separately without the benefit of a Conduit.
1.14.JOINT OWNER means a person,corporation or other legal entity having an ownership interest
in a Pole and/or Anchor.
1.15.JOINT USER means any person,corporation or other legal entity which is granted the right to
jointly use any Licensor Pole to which Licensor has been extended Attachment privileges
pursuant to any separate joint use agreement.
1.16. LICENSE means a Licensor approved Application for Pole Attachment License granted
pursuant to this Agreement.
1.17.LICENSEE'S EQUIPMENT means any Facility or equipment owned by Licensee, including
aerial wires,drop wires,tap-offs,cables and associated appliances such as amplifiers,power
supply equipment and other signal transmission apparatus used in connection with the Licensee's
operations.
1.18.LICENSOR FACILITIES are those Facilities to which Licensor holds full title or control.
This includes,but is not limited to,Poles and Rights Of Way.
1.19.MAKE READY SURVEY is all work,such as field inspections,engineering and administrative
processes,required to determine the Make Ready Work necessary to accommodate Licensee's
Facilities on a Pole or Anchor.
1.20.MAKE READY WORK refers to all work performed or to be performed to prepare Licensor's
Poles,Ducts,or other Right Of Way for the requested occupancy or Attachment of Licensee's
Facilities. Make Ready Work includes surveying,clearing obstructions,the Rearrangement,
Transfer,replacement,and removal of existing Facilities on a Pole where such work is required
solely to accommodate Licensee's Facilities. Make Ready Work may include the repair or
modification of Licensor's Facilities or the performance of other work required to make a Pole
or Duct usable for the placement of Licensee's Facilities.
1.21.A MANHOLE is a subsurface enclosure that personnel may enter and use for the purpose of
installing,operating, maintaining,and repairing telecommunications Facilities.
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1.22.NESC means the most current edition of the National Electrical Safety Code,together with all
formal interpretations.
1.23.OVERLASHING means placing or allowing the placement of the Facilities of a third party on
existing aerial cable or messenger. This is accomplished by lashing or otherwise wrapping
cable,wire,or other telecommunications Facilities to existing Facilities of the Licensee.
1.24.A POLE refers to a Licensor owned Pole and does not include Poles on which Licensor has no
legal authority to permit Attachments by others.
1.25.REARRANGE means relocating or other reconstruction of Attachments on the same Pole.
1.26.A RIGHT OF WAY is the right to use the land or other property of another party to place Poles,
cables,or other structures and equipment,or to provide passage to access such structures and
equipment. A Right Of Way may run under,on,or above public or private property(including
air space above public or private property)and may include the right to use discrete space in
buildings, building complexes,or other locations.
1.27.A SERVICE DROP is the wire connecting Licensee's distribution Facilities to another
Licensee's Facilities.
1.28.TRANSFER and TRANSFERRING means moving Attachments from one Pole to another.
1.29.USABLE SPACE is the space on a Pole above the minimum grade level that can be used for the
Attachment of wires,cables and associated equipment.
PART B—GENERAL TERMS AND CONDITIONS
1. SCOPE OF THE AGREEMENT
1.1. Subject to these terms,Licensor will issue a revocable,non-exclusive License authorizing the
Attachment of Licensee's Facilities to Poles or Anchors,or on Licensor's Right Of Way. The
License issued and evidenced by this Agreement authorizes Attachments only by Licensee.
Attachments may only be used for the purpose of furnishing internal networking services
exclusive to Licensee and may not be used in providing telecommunication services or cable
television systems that are resold,or otherwise utilized in whole or in party for commercial
purposes("Permitted Use").
1.2. This Agreement consists of the body of this Agreement and the following attached Exhibits:
Exhibit A List of Points of Contact
Exhibit B Schedule of Fees and Charges
Exhibit C Application for Pole Attachment License
Exhibit D Notice of Transfer
Exhibit E Notice of Removal
Exhibit F Notice of Abandonment
1.3. Each of the parties will submit to the other a List of Points of Contact for negotiating all issues
relating to implementation of this Agreement. The List will also set forth the contacts for all
notices required under the terms of this Agreement. The List of Points of Contact is attached
as Exhibit"A".
1.4. All Licensee Facilities placed in or upon Licensor Right Of Way must be clearly tagged or
labeled with Licensee's name so that Licensor or its contractors may readily identify them
from the ground as Licensee Facilities.
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1.5. The parties agree that Licensor's right to locate and maintain its Poles,Conduit and Right Of
Way and to operate its Facilities so as to fulfill its own service obligations is in no manner
limited by this Agreement.
1.6. Nothing contained in this Agreement may be construed to compel Licensor to construct,retain,
extend,place or maintain any Pole,Anchor,Duct or other Facility not needed for Licensor's
own service requirements.
1.7. Nothing contained in this Agreement limits,restricts or prohibits Licensor from continuing or
entering into any other agreement or arrangement regarding the use of Licensor Facilities. The
rights of the Licensee shall at all times be subject to any existing agreement(s)or
arrangement(s)between Licensor and any Joint Owner(s)or Joint User(s)of Licensor's Poles.
1.8. Nothing in this Agreement grants the Licensee any right to occupy any specific part of
Licensor's Poles,Anchors,or Right Of Way,or compels Licensor to grant Licensee the right
to occupy any specific part of Licensor's Poles,Anchors,or Right Of Way or where Licensor
believes the placement of Licensee's Facilities would interfere with Licensor's existing service
requirements,or the use of Licensor's Facilities by other parties,or create a hazardous or
unsafe condition. An approved Application for permission to attach or occupy Licensor
Facilities is required in every event. Licensor may update these forms from time to time
during the term of the Agreement.
2. LICENSEE'S REGULATORY COMPLIANCE
2.1. Prior to the execution of this Agreement and before any specific Application is considered,
Licensee warrants that it has and will submit evidence of its authority to erect and maintain the
Facilities to be placed on Licensor's Facilities within the public streets,highways or other
thoroughfares or on private property,where such additional authority is required by law.
Licensee is solely responsible for obtaining all necessary licenses,authorizations,permits,and
consent from federal, state and municipal authorities that may be required to place
Attachments on Licensor's Facilities. Licensee is also responsible for obtaining permission
from any Joint Owner(s),and if applicable any Joint User(s),of the Pole before making any
Attachment thereto. This permission shall be in the form of a license or other writing and shall
be provided to Licensor at Licensor's request.
2.2. Under no circumstances shall Licensor be liable to Licensee or any other party in the event
Licensee is prevented from placing and/or maintaining its Attachments on Licensor's Poles for
failure to obtain the legal rights to place and operate Attachments on Licensor's Facilities,
except as provided herein. Licensee agrees that prior to placing its Facilities on Licensor's
Poles, it will obtain and submit to Licensor,to the extent necessary,valid,written permits,
easements,licenses,authorizations,and consent from all necessary parties as set forth above.
Each party will defend and hold harmless the other party against any claims by third parties
that the necessary legal rights were not obtained.
2.3. If any license,authorization,permit or consent obtained by Licensee is subsequently revoked
or denied for any reason,permission to attach to Licensor's Facilities terminates immediately
and Licensee will remove its Attachments(if any)within one hundred twenty(120)days from
such denial or revocation. Licensee may,at its option,litigate or appeal any such revocation or
denial and if Licensee is diligently pursuing such litigation or appeal,Licensee may continue
to maintain its Attachment. In doing so,Licensee agrees to indemnify Licensor from and
against any and all Costs resulting from Licensee's continuation of the Attachment to Licensor
Poles,which is the subject of such litigation or appeal. Licensor will postpone any action on
Licensee's Application until Licensee's appeal is resolved. If the appeal is unsuccessful,
Licensee's License or Application will be revoked or denied.
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The parties acknowledge that the respective rights and obligations of each Party as set forth in
this Agreement may be subject to state laws and regulations governing pole attachments.
2.4. Notwithstanding any other provision of this Agreement to the contrary,any rates,terms or
conditions thus developed or modified will be substituted in place of those previously in effect
and will be deemed to have been effective under this Agreement as of the Effective Date.
3. TERM AND TERMINATION
3.1. This Agreement is effective on the date fully executed unless Licensee has any outstanding
past due obligations to Licensor. In that case this Agreement will not be effective until the
past due obligations are paid in full.
3.2. Except as otherwise provided in this Article,this Agreement shall continue for a period of five
(5)years from the Effective Date and shall thereafter automatically renew for five(5)
successive terms of five(5)years each.
3.3. Licensor or Licensee may terminate this Agreement at the end of the initial term or any
renewal term by providing sixty(60)days written notice prior to the end of such term.
3.4. If Licensor sells or trades assets on which Licensee has made Attachments under this
Agreement,Licensor may terminate this Agreement in whole or in part as to those assets upon
sixty(60)days prior written notice.
3.5. Licensee will remove or withdraw its equipment from Licensor's Poles and/or,Right Of Way
on or prior to the end date. If Licensee has not removed or withdrawn its equipment by the
end date,Licensor may remove or withdraw all of Licensee's Equipment remaining attached to
or on Licensor's Facilities at Licensee's expense and without any Licensor liability.
3.6. For any reasons including but not limited to reasons of safety,reliability or general
engineering principles,Licensor may at any time revoke the License granted pursuant to this
Agreement with respect to any particular Pole(s),with 30 days notice. Licensor may elect to
first give Licensee thirty(30)days written notice to rectify or correct. If Licensee fails to
rectify or correct and provide written notice to Licensor within the thirty(30)day time period,
Licensor's approval of the Attachment(s)will automatically terminate. Upon termination,
Licensee will remove its Attachments or placements from the Pole(s)specified within sixty
(60)days.
3.7. With limiting Licensor's right to revoke this license Agreement pursuant to Article 3.6,this
Agreement may be terminated for default by either party if the non-defaulting party advises the
defaulting party in writing of the event of the alleged default and the defaulting Party does not
remedy the alleged default within sixty(60)days after receipt of the written notice. Examples
of default include:
3.7.1.Either party's insolvency or initiation of bankruptcy or receivership proceedings by or
against the party;or
3.7.2.A material breach of any of the terms or conditions of this Agreement, including the failure
to make any payment when due.
3.7.3.Use by Licensee other than the Permitted Use.
3.8. In the case of default by Licensee and termination under Section 3.6,Licensor may require
Licensee to remove all of its equipment from Licensor's Poles upon sixty(60)days written
notice. If Licensee has not removed or withdrawn its equipment within the sixty(60)day
period,Licensor may remove or withdraw all of Licensee's remaining equipment attached on
Licensor's Poles at Licensee's sole expense and without any liability to Licensor.
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3.9. Any License issued under this Agreement shall automatically terminate when Licensee ceases
to have authority to construct,operate and/or maintain its Attachments on the public or private
property at the location of the particular Pole covered by the License. Such automatic
termination shall be stayed if the Licensee has sought judicial or regulatory review of the
decision that: (1)has acted to terminate such authority or(2)has declared that the Licensee
lacks such authority.
3.10.Termination of this Agreement for any cause does not release either party from any liability
which exists at the time of termination or which may thereafter accrue which is expressly
stated herein to survive termination.
4. UNAUTHORIZED AND NONCOMPLIANT ATTACHMENTS
4.1. If Licensor finds any of Licensee's Facilities attached to Poles or placed in Right Of Way,for
which no Application was made,Licensor may impose an additional fee for the unauthorized
Attachment or placement,besides its other rights and remedies. Unauthorized Attachment fees
are described in Exhibit"B",(Schedule of Fees and Charges). Licensee will have fifteen(15)
days after receipt of notice to properly apply for the unauthorized Attachment. If no
Application is received by Licensor within the specified time period,Licensee must remove its
unauthorized Attachment within thirty(30)days after the original notice from Licensor or
Licensor may remove Licensee's Facilities without liability,and at Licensee's expense.
4.2. Any non-compliant Attachments existing as of the date of this Agreement must be brought into
compliance in a safe and workmanlike manner at Licensee's expense within thirty(30)days
after the date of this Agreement. Attachments by Licensee must not interfere with the
installation or use of the Licensor Facility by any other users. If Licensor determines at any
time that any part of Licensee's Facilities have not been placed or maintained or are not being
used in accordance with the requirements of this Agreement,Licensor may send written notice
to Licensee specifying the alleged noncompliance. Unless Licensee disputes Licensor's
assertion in writing within fifteen(15)calendar days of receipt,Licensee must,within that
fifteen(15)day period,provide Licensor with a schedule for bringing its Facilities into
compliance which may include removal of Licensee Facilities. The schedule is subject to
Licensor's approval.
4.2.1.The fees and charges as specified in Exhibit"B"are due and payable upon receipt,
regardless of whether Licensee is permitted to continue the Attachment or placement.
4.2.2.Licensor's failure to give notice of an unlicensed use does not constitute a ratification of the
unlicensed use,and if a License is subsequently issued, it will not operate retroactively or
constitute a waiver of any of Licensor's rights under this Agreement or otherwise. Licensee
will be subject to all liabilities,obligations and responsibilities of this Agreement respecting
the unauthorized use from its inception.
5. CHARGES AND PAYMENT
5.1. In consideration of the License granted under this Agreement,Licensee will pay the charges
set forth in Exhibit"B.
5.2. Licensor will bill Licensee in advance, in January of each year. Licensor reserves the right to
periodically revise its billing procedure to conform to current business practices and
regulations. Licensor will provide sixty(60)days notification to Licensee of changes.
5.2.1.When necessary,Licensor may bill Licensee for the License Fees,as set forth in Exhibit
"B",that are generated from the time Licensee's Facilities are initially attached to Poles,or
occupying space,to the start of the first billing period. These fees may be billed, in
advance,within a reasonable time after the completion of any make-ready construction and
prior to any Attachments being made.
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5.2.2.After the start of a billing period,any additional Attachments made by Licensee,as set forth
in Part C of the Agreement,will generate fees,as set forth in Exhibit"B",from the time
Licensee's additional Facilities are initially attached to Poles, to the start of the next billing
period. These fees will accrue during the partial year and may be added to the next bill.
5.3. Licensee must pay invoices by the due date shown on the invoice or late charges may be
assessed. If the payment due date is a Saturday,Sunday or bank holiday, payment is due on
the next business day.
5.4. Challenged statements must be paid pending investigation and resolution of such
investigations,claims,or queries in accordance with the provisions governing dispute
resolution of this Agreement.
5.5. Licensor will not process any new Applications for Attachment under the terms of this
Agreement while any past due charges remain unpaid,and reserves the right to terminate this
Agreement in the case of such non payment.
5.6. Licensor reserves the right to periodically revise its collection procedure to conform to current
business practices and regulations. Licensor will provide timely notification to Licensee of
changes.
5.7. The License Fee may be adjusted once per year upon sixty(60)days prior written notice to
Licensee.
5.7.1.If Licensee objects to the proposed adjustment it may provide notice of its intent to
terminate within thirty(30)days of Licensor's notice of the adjustment,in which case this
Agreement will terminate effective on the sixtieth(60th)day after Licensor's notice of
adjustment. Licensee shall thereafter remove its Facilities and Attachments in accordance
with the process set forth in Article 3.8 of this Agreement.
5.7.2.If Licensee fails to give notice it remains liable and must pay the adjusted License Fee for
any Attachments that remain in place sixty(60)days after Licensor's notice of adjustment.
6. AUDITS AND INSPECTIONS
6.1. Licensor has the right to conduct Attachment audits and inventories as it deems necessary,but
no more than once every five years,to verify compliance with applicable codes and Licensor
specifications,and the number and type of Attachments that Licensee has made to Licensor
Facilities. The Costs of inventories will be paid equally by Licensee,and any other users
included in the Pole Attachment inventory.
6.2. If Licensor determines that the actual number of Attachments made by Licensee is less than
the number reflected in Licensor's current records,the records will be adjusted to reflect the
actual number of Attachments determined in the inventory and the revised records will be used
for future invoicing.
6.3. If the inventory shows that the actual number of Attachments made by Licensee exceeds the
number of approved Attachments Licensee must pay for the Cost of the audit,plus an
unauthorized Attachment charge for each unauthorized Attachment at the rate specified in
Exhibit"B". Licensee must also pay the regular rent for each unauthorized Attachment for the
current year at the current rental rate.
6.4. If the inventory identifies non-complying conditions,Licensee shall correct any non-
complying conditions within thirty(30)days of the date of the written notice from Licensor. If
after said thirty(30)day period Licensee has not corrected all such non-complying conditions,
Licensor may notify Licensee that no further Attachment authorizations shall be issued to
Licensee until Licensee's Facilities are brought into compliance. If corrections are not made
by Licensee within thirty(30)days notification by Licensor, Licensor may perform or have
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performed such corrections with no liability and Licensee shall pay to Licensor the Cost of
performing such work.
6.5. If subsequent inventories find continued non-complying conditions,Licensor may perform or
have performed corrective action with no liability and at the sole expense of the Licensee or
Licensor may terminate the Agreement pursuant to Article 3..
6.6. It is Licensee's responsibility to maintain current,accurate, location maps and records of all of
its Attachments on Licensor Facilities,and to make copies available to Licensor at no charge
within fourteen(14)days after written request.
6.7. This Article 6 shall survive expiration or termination of this Agreement.
7. RISK OF LOSS,LIABILITY,INDEMNITY AND INSURANCE
7.1. Licensee assumes responsibility for all loss and expense incurred by Licensor or other
licensees as a result of any damages caused by Licensee or its agents to Licensor Poles or the
associated equipment of Licensor or other Joint Users. Licensee must immediately report the
occurrence of any damage.
7.2. Licensee will indemnify and defend Licensor,the Licensor affiliates,and their respective
directors,officers,employees and agents,(each a"Licensor Indemnitee")from and against any
and all claims,damages, losses, liabilities,Costs,expenses and reasonable attorneys fees
through appeal(collectively"Damages")arising out of a claim by a third party against a
Licensor Indemnitee for(i) injury to persons(including libel,slander or death)or,(ii) loss of
or damage to tangible or intangible property,to the extent resulting from any act or omission
of Licensee or its agents,or(iii)violations of applicable laws by a Licensee or its agents,or
(iv)related to the payment of compensation,employment taxes and benefits in connection with
work performed on Licensor Facilities by Licensee's personnel or agents. This
indemnification includes the Cost of relocating Poles,Anchors,guys or Conduit Systems,
resulting from a loss of Right Of Way or property owner's consents and the Cost of defending
those rights and consents.
7.3. Licensee will indemnify and defend Licensor,the Licensor affiliates and their respective
directors,officers,agents and employees from any damages arising out of the erection,
Rearrangement, maintenance,authorized or unauthorized presence,use or removal of
Licensee's Facilities,or by their proximity to the Facilities of all parties attached to a Pole,
Anchor or guy,or placed in a Conduit System,or by any act or omission of the Licensee or its
agents in the vicinity of Licensor's Poles,Anchors,guys,Conduit System or Right Of Way.
7.4. The Licensee will indemnify and defend Licensor the Licensor affiliates and their respective
directors,officers,agents and employees from any damages that arise directly or indirectly
from the construction and operation of Licensee's Facilities. This includes any taxes,special
charges by others,claims and demands for damages or loss from copyright or patent
infringement, for libel and slander,for unauthorized use of television or radio broadcast
programs and other program material.
7.5. Licensee will promptly advise Licensor of all claims relating to damage of property or
personal injury or death arising or alleged to have arisen in any manner by the erection,
maintenance,repair,replacement,presence,use or removal of the Licensee's Facilities.
Licensee will promptly notify Licensor in writing of any suits or causes of action which may
involve Licensor and,at Licensor's request,will provide Licensor or its insurer with copies of
all relevant accident reports and statements made by Licensee or others.
7.6. Upon becoming aware of any matter which is the subject to the provisions of 7.2,7.3 or 7.4,(a
"Claim")the party seeking indemnification(the"Indemnified Party")must give notice of the
Claim to the other party(the"Indemnifying Party"),accompanied by a copy of any written
documentation regarding the Claim.
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7.7. The Indemnified Party has the right,at its option,to participate in the settlement or defense of
the Claim,with its own counsel and at its own expense;but the Indemnifying Party has the
right to control the settlement or defense. The Indemnifying Party will not enter into any
settlement that imposes any liability or obligation on the Indemnified Party without the
Indemnified Party's prior written consent. The parties will cooperate in the settlement or
defense and give each other full access to all relevant information.
7.8. Neither party is liable to the other for any indirect,special,consequential,punitive or
exemplary damages,such as damages for loss of anticipated profits or revenue or other
economic loss pursuant to any cause of action,whether arising in contract,tort or otherwise,
except:
claims for which a party has an obligation of indemnity under this Agreement;
any grossly negligent,willful or fraudulent act or omission.
7.9 During the term of this Agreement,Licensee must obtain and maintain insurance coverage
with the California Joint Powers Insurance Authority(California JPIA,)financially reputable
insurers that are licensed to do business in all jurisdictions where any work is performed. The
following types and amounts of coverage must be maintained:
7.9.1 Workers' Compensation as provided for under the California Joint Powers Insurance
Authority(California JPIA),with a limit of not less than$10,000,000 in the jurisdiction
where any work is performed;
7.9.2 Commercial General Liability,including coverage for Contractual Liability and
Products/Completed Operations Liability,with a limit of not less than$1,000,000
combined single limit per occurrence for bodily injury,property damage and personal
injury liability and$2,000,000 general aggregate, naming Licensor as additional insured;
and 7.9.3 Business Auto insurance covering the ownership,maintenance or use of any
owned,non-owned or hired automobile with a limit of not less than$1,000,000 combined
single limit per accident for bodily injury and property damage liability,naming Licensor
as additional insured.
7.10 As a material condition of this Agreement and prior to the commencement of any work,
Licensee will deliver a letter of agreement issued by the California JPIA to include Sprint
Communications Company as an additional covered party under the general liability program,
satisfactory to Licensor in form and content,evidencing that the required insurance is in force
and will not be canceled or materially altered without first giving Licensor thirty(30)days
prior written notice.
7.11 Nothing in this section limits Licensee's liability to Licensor to the insurance coverage
certified or carried
8. REMEDIES
8.1. In addition to any other rights or remedies allowed by law,either party may sue in equity for
specific performance.
8.2. All remedies described in this Agreement are cumulative and are not intended to be exclusive
of other remedies to which the injured party may be entitled at law or in equity. Use of one or
more remedies does not bar use of any other remedy for the purpose of enforcing the
provisions of this Agreement.
9. DISCLAIMER OF WARRANTIES
9.1. EXCEPT AS SPECIFICALLY PROVIDED ELSEWHERE IN THIS AGREEMENT TO THE
CONTRARY,NEITHER PARTY MAKES ANY REPRESENTATIONS OR
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WARRANTIES,EXPRESS OR IMPLIED,WITH RESPECT TO QUALITY,
FUNCTIONALITY OR CHARACTERISTICS OF THE SERVICES PROVIDED
PURSUANT TO THIS AGREEMENT,INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. NO
REPRESENTATION OR STATEMENT SUCH AS SPECIFICATIONS OR
DESCRIPTIONS MADE BY EITHER PARTY IS BINDING UPON EITHER PARTY AS A
WARRANTY.
10. ASSIGNMENT AND SUBCONTRACTING
10.1.Any attempted assignment,sublease or transfer of Licensee's rights or obligations under this
Agreement in whole or in part without Licensor's written consent is void.
10.2.Licensor shall be listed as an additional insured on all insurance policies of contractors and
subcontractors for all work done in association with this Agreement.
10.3. Licensor reserves the unlimited right to refuse the use of contractors or subcontractors that
licensor deems unacceptable.
11. GOVERNING LAW
11.1.This Agreement is governed by the domestic laws of the state where the Facilities are located.
12. RELATIONSHIP OF PARTIES
12.1.The use of Licensor Facilities under this Agreement does not create or vest in Licensee any
ownership or property rights in Licensor Facilities. Licensee's rights are limited to a license
for the Attachment of Licensee Facilities to Licensor Facilities in strict compliance with the
terms and conditions of this Agreement. No use,however extended,or payment of any fees or
charges required under this Agreement creates or vests in Licensee any property rights in
Licensor Facilities.
13. NO THIRD PARTY BENEFICIARIES
13.1.The provisions of this Agreement are for the benefit of the parties and not for any other person.
This Agreement does not provide any other person with any remedy,claim, liability,
reimbursement,or right of action. However,nothing in this Agreement shall be construed to
prevent Licensor from providing its communications services to other carriers. .
14. SECURITY DEPOSIT,PAYMENT BOND AND LIEN
14.1.Licensee shall provide a Security Deposit or Bond in accordance with the rate schedule set
forth in Exhibit B proportionate to the scope of the License's Application(s). The Security
Deposit or Bond will be used to reimburse Licensor for the Cost of any obligation Licensee
incurs under this Agreement that is not paid within the time limits specified. The Security
Deposit or Bond must be provided upon execution of this Agreement and before any specific
Application is considered. The specific Security Deposit or Bond requirements,as stated in
Exhibit B,may be amended from time to time upon at least thirty(30)days advance written
notice to Licensee.
14.2.The amount of financial security shall not operate as a limitation upon the obligations of the
Licensee.
14.3.If Licensor removes any of Licensee's Equipment from its Poles pursuant to any provision of
this Agreement,Licensor will return any equipment it removes only upon payment by
Licensee of the Cost of removal,storage and delivery,and all other amounts due to Licensor
under this Agreement. By execution of this Agreement, Licensor is granted a lien on any
removed Facilities,subordinate only to any purchase money or financing lien. This lien
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includes the power of public or private sale to cover any amounts due to Licensor or Joint
Users under the provisions of this Agreement. Such lien does not prevent Licensor from
pursuing any other remedy in law,equity or otherwise, including any other remedy provided in
this Agreement.
15. NOTICES
15.1.Except as otherwise provided herein,all notices or other communication hereunder is deemed
given when made in writing and delivered in person,or sent by certified mail,postage prepaid,
return receipt requested,or by reputable national overnight delivery service to the parties
identified on Exhibit"A".
15.2.If personal delivery is selected to give notice,a receipt of such delivery must be obtained. The
address to which notices or communications may be given to either party may be changed by
written notice given by a party to the other pursuant to this Article.
16. WAIVERS
16.1.No waiver of any provisions of this Agreement and no consent to any default is effective
unless made in writing and properly executed by the party against whom the waiver or consent
is claimed.
16.2.No course of dealing or failure of any party to strictly enforce any term,right,or condition of
this Agreement in any instance constitutes a general waiver or relinquishment of the term,
right or condition.
16.3.Waiver by either party of any default by the other party is not a waiver of any other default.
17. FORCE MAJEURE
17.1.Neither Party is liable for a delay or failure in performance that results from any cause beyond
its control and without its fault or negligence. This includes acts of God,acts of civil or
military authority,embargoes,epidemics,war,terrorist acts,riots, insurrections,fires,
explosions,earthquakes,nuclear accidents,floods,power blackouts, strikes,work stoppage
affecting a supplier,or unusually severe weather. Subject to Part C,Article, 1.3,in the event
of an excused delay in the performance of a Party's obligation(s)under this Agreement,the
due date for the performance of the original obligation(s)is extended by a term equal to the
time lost by reason of the delay.
18. TAXES
18.1.Any federal,state or local excise, license,sales,use,or other taxes or tax-like charges
(excluding any taxes levied on income)resulting from the performance of this Agreement are
borne by the party upon which the obligation for payment is imposed under applicable law,
even if the obligation to collect and remit such taxes is placed upon the other party. Any such
taxes shall be shown as separate items on applicable billing documents between the parties.
The party obligated to collect and remit taxes will do so unless the other party provides the
party with the required evidence of exemption. The party obligated to pay any tax may contest
it in good faith,at its own expense,and is entitled to the benefit of any refund or recovery.
This provision does not permit a party to allow any lien to be placed on any asset of the other
party by reason of the contest. The party obligated to collect and remit taxes will cooperate
fully in any contest by the other party by providing records or other information reasonably
necessary to pursue the contest.
19. AMENDMENTS AND MODIFICATIONS
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19.1.No provision of this Agreement is deemed waived,amended or modified unless in writing,
dated and signed by appropriate representatives of both parties.
20. SEVERABILITY
20.1.If any part of this Agreement becomes or is held to be invalid for any reason,the determination
will affect only the portion of this Agreement that is invalid. In all other respects this
Agreement will stand as if such invalid provision had not been a part,and the Agreement
otherwise remains in full force and effect.
21. HEADINGS NOT CONTROLLING
21.1.The headings and numbering of Article Sections,Parts and Attachments in this Agreement are
for convenience only and do not define or limit any of the terms or affect the meaning or
interpretation of this Agreement.
22. ENTIRE AGREEMENT
22.1.This Agreement, including all Parts and Attachments and subordinate documents attached and
incorporated herein,constitutes the parties' entire Agreement and understanding concerning its
subject matter and supersedes all prior oral or written agreements,representations,statements,
negotiations,understandings,proposals,and undertakings with respect to this subject matter.
This Agreement shall subject to its terms govern all Attachments between Licensee and
Licensor as well as all Attachments made subsequent to execution of this Agreement.
PART C--LICENSE APPLICATION PROCEDURES AND GUIDELINES
1. ATTACHMENT REQUESTS
1.1. Before making any Attachment,Licensee must submit a completed Application on the form
attached as(Exhibit"C")for Poles. Licensee must submit a new Application and Application
Fee whenever Licensee desires to add,relocate,replace,rearrange or otherwise materially
modify Licensee's Facilities. Licensor reserves the right to deny proposed Attachments
which, in its sole discretion,do not meet safety,design or construction requirements.
1.2. When Licensor receives an Application,a Make Ready Survey may be necessary to
determine the adequacy of the existing Poles and Anchors to accommodate Licensee's
Facilities. Licensee shall pre-pay to Licensor the Costs of the Make Ready Survey"Make
Ready Survey Fee")as set forth in Exhibit B. A Licensor representative will perform the
field inspection portion of the Make Ready Survey and, if needed,contact any Joint Owners
and Joint Users to participate. Licensee may be present, if desired,and is responsible for any
Costs billed by a Joint Owner or Joint User. If Licensor approves the propose Application,it
will complete the description of the Make Ready Work to be performed to prepare the
Licensor Facility for Licensee's proposed Attachment. It will also prepare an estimate of
Licensee's Make Ready Costs and an anticipated completion date for the Make Ready Work.
This information will be forwarded to Licensee along with the Application. If the Make
Ready Costs are acceptable to Licensee and Licensee elects to proceed with the proposed
Attachment,Licensee must sign and return the Application("Licensee's Authorization")to
Licensor within fifteen(15)days after receipt. Licensor will commence Make Ready Work
upon Licensee's payment of the Make Ready Work Costs and Licensee's Authorization.
Once all required Make Ready Work has been completed,Licensor will issue the approved
Application for the Attachment. No Attachment construction shall take place on any Pole
requiring Make Ready Work until any such work has been paid for in advance,completed by
Licensor,and Licensee has been notified in writing of its completion by Licensor. If no
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Make Ready Work is required,Licensor will either approve or deny the Application based on
Licensee's requirements and current field conditions.
1.3. Upon completion of any required Make Ready Work by Licensor,Licensee must then
complete its Attachment within one hundred eighty(180)days. Licensee shall submit written
notification to Licensor within fifteen(15)days after the Attachment has been completed.If
Licensee does not complete its Attachment within that time period,Licensor's approval for
the Attachment will automatically terminate. Licensee is not entitled to a refund of any Make
Ready Survey Costs or Make Ready Work Costs previously paid for the incomplete
Attachment.
1.4. No Attachments may be placed on any Pole or Anchor identified in an Application until the
Application has been approved in writing by Licensor.Licensor reserves the right to assign
the location at which Attachments may be made to Licensor Facilities. Once assigned a
location,Licensee must maintain that location unless a change is approved in writing by
Licensor.
1.5. Licensor will process Applications received from two or more applicants for the same Pole
according to the order in which received. If Licensor receives another Application for the
same Pole while the first Application is still pending, it will notify both applicants and allow
them to share Make Rready Work Costs if desired. The Cost of modifying a Facility will be
borne by all parties that obtain access to the Facility,but responsibility for all arrangements
for Cost sharing rests with the second applicant.
1.6. Licensor will provide a written response to each Application within sixty(60)days of receipt
of the request. Licensee agrees to limit its requests to no more than ten(10)Poles on any one
Application,and to submit no more than five(5)Applications at any one time. Upon the
submission of five(5)Applications,Licensee may not submit another Application for a
minimum of fourteen(14)days.
1.7. Licensor may perform a post-construction inspection of the Attachments within ninety(90)
days of receipt of Licensee's notice of the completion of the Attachment. Licensee shall pre-
pay Licensor for the post-construction inspection("Post-Construction Inspection Fee")at the
rate set forth in Exhibit B.
1.7.1.If Licensor performs a post-construction inspection and all work is in compliance with the
requirements and specifications of this Agreement,no further post-construction inspection
under this Article will be required. Licensor will provide Licensee with the results of the
inspection within sixty(60)days following completion of the inspection.
1.7.2.If Licensor performs the post-construction inspection and determines that any of the
Attachments are not in compliance with the requirements and specifications of this
Agreement,Licensor will provide Licensee with the results of the inspection within thirty
(30)days following completion of the inspection in order that Licensee may bring the
Attachments into compliance.
1.7.3.Licensor may continue to conduct post-construction subsequent inspections until all of the
Attachments are compliant. Licensee shall pre-pay Licensor the Post-Construction
Inspection Fee for all subsequent post-construction inspections.If the results of the
subsequent post-construction inspections are not in compliance with the requirements and
specifications of the approved Application and this Agreement,Licensee shall correct such
non-conforming conditions within thirty(30)days following receipt of written notification
from Licensor. Licensor will provide Licensee with the results of the subsequent post-
construction inspections to bring the Attachments into compliance. Licensee shall be
responsible for any Costs associated with correcting such non-conforming conditions.
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1.8. If at anytime in the future Licensor requests Licensee to either Rearrange Licensee's Facilities
or locate to a new Pole or Anchor,Licensee agrees to perform this work within thirty(30)
days of any such request at Licensee's expense.
1.9. If an Attachment is placed before an approved Application is issued, its presence shall be
considered as unauthorized and charges shall be as specified for unauthorized Attachments in
Part B,ARTICLE 4—UNAUTHORIZED AND NONCOMPLIANT ATTACHMENTS.
2. CAPACITY
2.1. The parties agree that Licensor's right to locate,maintain and operate Licensor Facilities so as
to fulfill its own service obligations is in no manner limited by this Agreement
2.2. When there is insufficient space on a Pole to accommodate a Licensee-requested Attachment,
Licensor may,at Licensee's request and sole expense,and where otherwise permitted,replace
the Pole with one of greater height or capacity.
2.3. Licensee will not attach, nor permit other entities to attach Facilities on to its Facilities
without Licensor's prior written consent.No overlashing is allowed without Licensor's prior
written consent and any unauthorized overlashing of Licensee's facilities will be treated as an
unauthorized Attachment and an event of default.
2.4. Licensee acknowledges that factors outside Licensor's control may occasionally result in the
need to change out Poles,relocate,reconstruct,modify,or Rearrange Facilities. In this event,
Licensee will,at Licensor's request,participate with Licensor(and other Licensees) in the
relocation,reconstruction,or modification of Licensor's Facilities Rearrangement,and will
pay its proportionate share of actual Costs incurred by Licensor.
3. SPECIFICATION
3.1. Licensee's Facilities must be placed and maintained in accordance with the following,all of
which are incorporated by reference in this Agreement:
3.1.1.the requirements and specifications of the current edition of the National Electrical Safety
Code(NESC);
3.1.2.the rules and regulations of the Occupational Safety and Health Act(OSHA);
3.1.3.the current standards of the American National Standards Institute(ANSI);
3.1.4.the California Public Utility Commission,General Order 95;
3.1.5.the rules of any governing authority having jurisdiction over the subject matter;
3.1.6.Construction Requirements;and
3.1.7.when a difference in specifications exists,the more stringent requirements apply.
3.2. If any part of Licensee's Facilities is not placed and maintained in accordance with Section
3.1. Licensor may,at its option,correct the condition and bill Licensee for the full Cost of
remedying deficiencies plus administrative cost and fees. Licensor will attempt to notify
Licensee in writing prior to performing such work whenever practicable. However,when in
Licensor's sole opinion conditions pose an immediate threat to the safety of Licensor's
employees or the public, interfere with the performance of Licensor's existing and current
service obligations,or pose an immediate threat to the physical integrity of Licensor's
Facilities, Licensor may perform such work or take such action as it deems necessary without
first giving written notice to the Licensee and without subjecting itself to any liability. As
soon as practicable thereafter,Licensor will advise Licensee in writing of the work that was
performed or the action that was taken and will endeavor to arrange for re-accommodation of
Licensee's affected Facilities. The Licensee is responsible for paying Licensor for all Costs
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incurred by Licensor for all work,action,and re-accommodation performed by Licensor
under this subsection.
3.3. Except as herein otherwise expressly provided,and subject to notice obligations,Licensee
shall at all times,perform such modifications,Rearrangements or Attachments promptly and
in such a manner as not to interfere with work or service being performed by Licensor and/or
other Pole users.
4. CHANGES AND MODIFICATIONS
4.1. Whenever Licensor intends to modify any Pole,Duct,or Right Of Way, it will provide at
least thirty(30)days written notice to the Licensee so that Licensee has the reasonable
opportunity to add to or modify its existing arrangements. If Licensee adds to or modifies its
arrangements, it will pay a proportionate share of Costs incurred by Licensor.
4.2. Except as herein otherwise expressly provided,Licensee will place,maintain,Rearrange,
Transfer or remove its own Attachments at its own expense. If Rearrangement,replacement,
Transfer or removal is required as a result of an Attachment or modification of an existing
Attachment sought by any other entity,the Licensee will be reimbursed for its work by that
entity.
4.3. Licensee will at all times perform modifications,Rearrangements or Attachments promptly
and so as not to interfere with Licensor's work or that of other users. However,if Licensee
cannot perform Rearrangements and Transfers to meet Licensor's construction schedule,then
Licensor may elect to perform the work in accordance with terms and conditions included in
Part C of this agreement.
4.4. Licensee will not make any Rearrangements,modifications,or additions to its attached
Facilities without Licensor's prior written authorization.
4.5. Licensor will provide Licensee with thirty(30)days advance written notice(Exhibit"D")of
Transfer work that needs to be completed by Licensee. If the work is not completed within
the specified thirty(30)days,Licensor will complete the Transfers of Licensee's Attachments
and bill Licensee for Licensor's actual Costs for time and material.
4.6. (Exhibit"D")will show the location of the Transfers,and inform Licensee of the Cost for
opting to have Licensor perform them for Licensee. Licensee will promptly reimburse
Licensor for that amount within thirty(30)days of receipt of an invoice and any additional
expense incurred in order to Transfer or accommodate Licensee's Facilities.
4.6.1.When Licensor deems it an immediate threat to safety and/or an emergency exists, it may
Rearrange,Transfer,or remove Licensee's Attachments to Licensor's Poles at Licensee's
expense. Licensor shall make reasonable efforts to contact Licensee as circumstances
permit.
4.7. Unless otherwise governed by law,all tree trimming made necessary, in Licensor's opinion,
by reason of the Licensee's proposed Attachments at the time of Attachment provided the
owner(s)of such trees grant permission to Licensor,shall be performed by contractors
approved by and under the direction of Licensor,at the sole expense of the Licensee.
4.8. Tree trimming needed as a result of adverse weather conditions such as wind,snow or ice
storms,shall be performed by Licensor or its approved contractors. Since such tree trimming
benefits Licensor,Licensee and other parties that may be lawfully attached to Licensor's
Poles,Licensee agrees to pay a pro rata share of Costs associated with the tree trimming
projects.
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5. LICENSES ON PROPERTY SUBJECT TO FORFEITURE
5.1. No approved Application granted under this Agreement extends to any Pole or Anchor where
the Attachment or placement of Licensee's Facilities would result in a forfeiture of Licensor's
rights to occupy the property on which such Poles or Anchors are located.
5.2. If the existence of Licensee's Facilities on a Pole or Anchor would cause a forfeiture of
Licensor's right to occupy such property,Licensee agrees to remove its Facilities
immediately. However, if obtaining a private and/or public authorization can cure the
potential for forfeiture,Licensee will be allowed thirty(30)days to do so before removal of
its Facilities is mandated.
5.3. If Licensee's Facilities are not so removed or the situation corrected,Licensor may perform
or have performed such removal without liability on its part. In that case,Licensee agrees to
pay Licensor the removal Costs as well as all losses and damages that may result.
5.4. Licensee agrees to indemnify,defend and save Licensor harmless from and against any legal
action and all Costs including attorney's fees,resulting from such legal action brought against
it as a result of Licensee's actions or failure to act under this Article.
6. REMOVAL OF FACILITIES
6.1. Upon notice under the following conditions,the Licensee will,at its expense,remove its
Facilities from Poles,Anchors,or other equipment within thirty(30)days,and will utilize the
form attached as(Exhibit"E")to inform Licensor when the removals are complete:
6.1.1.Termination of the License covering such Attachment or Anchor occupancy;or
6.1.2.When Licensee replaces its existing Facilities on a Pole with the placement of substitute
Facilities on the same Pole or another Pole.
6.2. Licensee remains liable for payment of all fees and charges until the replaced Facilities are
physically removed from such Poles,Anchors and other equipment.If Facilities are attached
to Licensor Facilities for any portion of a year,Licensee is responsible for the annual license
fee for that attachment for the entire year regardless of whether it was removed during the
year.
6.3. If Licensee fails to remove its Facilities within the specified period,Licensor has the right to
remove the Facilities at Licensee's expense and without any liability on Licensor's part for
damage to the Facilities or for any interruption of Licensee's services.
6.4. No adjustment,proration or refund of any rental is due on account of such removal. If
Licensee later desires to make Attachments or placements to the Poles,it must again apply for
a permit as provided in Part C,Article 1.
6.5. When Licensee's Facilities are removed from a Pole or Anchor,no reattachment to the same
Pole or Anchor may be made until:
6.5.1.The Licensee has first complied with all of the provisions of the Agreement as though no
Pole or Anchor Attachment had previously been made,and
6.5.2.All outstanding charges due Licensor for such previous Attachment have been paid in full.
6.6. Licensee must advise Licensor of the date it removed its Facilities from each Pole and/or
through filing of a quarterly Attachment or removal form,a copy of which is attached hereto
as Exhibit"E".
7. ABANDONMENT OF POLES
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7.1. In the event Licensor desires to abandon any of its Poles on which Licensee has a licensed
Attachment and is the only user,Licensor will notify Licensee in writing(Exhibit"F")at least
thirty(30)days prior to the date it intends to abandon a Pole. At the expiration of that period,
any License previously issued to Licensee by Licensor will automatically terminate,and:
7.1.1.If no Attachments remain on such Pole,the Pole will be removed; or
7.1.2.If Licensor has no Attachments on the Pole but the Licensee does,Licensor may,without
liability and at Licensee's expense,remove Licensee's Attachments from the Pole and
remove the Poles.
The parties have caused this Agreement to be executed by their duly authorized representatives.
CITY OF RANCHO PALOS VERDES SPRINT PCS ASSETS,L.L.C.,a Delaware
Limited Liability company
CC2By: . By:
Name: Larry Clark Name:
Title: Mayor Title:
Date: 2 Date:
Attest:
-1 2 4 9
City Clerk
i 4
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EXHIBIT A
POINTS OF CONTACT
A. Notifications regarding Applications and Daily Operations
The following points of contact will be the focal points regarding the processing of Applications of
permit to attach Facilities to or place Facilities in Licensor owned or controlled Poles,Conduits or
Right Of Way. These points of contact will serve as the company representatives responsible for
addressing operational issues and approving all Attachment Applications.
LICENSEE LICENSOR
Name Dennis McLean Name Tibor Laky
Title Director of Finance and IT Title Engineer Manager
Address 30940 Hawthorne Blvd Address 1350 W.Lambert Rd.Unit B
Brea,California 92821
Telephone Number 310-544-5212 Telephone Number(714)781-7050
Email Address dennism@rpv.com Email Addresstibor.x.laky@mail.sprint.com
Name Jon Arnold,Prescott Communications Name John Marchuk
Title Engineer,Construction Manager Title:Engineer Manager
Address 10640 Sepulveda Blvd.#1,Mission Address3075 Prospect Park Dr.
Hills,CA 90245
Rancho Cordova,CA 95670
Telephone Number(818)898-2352 Ext.#141 Telephone Number(916)636-6236
Email Address Jon.Arnold@cableeng.com Email Addressjohn.marchuk@mail.sprint.com
Name Ted Vegvari Name
Title IT Consultant Title
Address 30940 Hawthorne Blvd Suite 101 Address
Telephone Number 310-541-7992 Telephone Number
Email Address tedv@palosverdes.com Email Address
B. Billing Address
Billing and invoicing issues should be sent to:
Sprint Communications Company L.P.
PO Box 219061
Kansas City,MO 64121-9061
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C. Default and Contractual Notices
Default and contractual notices should be sent to:
Sprint Communications Company L.P.
Enterprise Property Services-T&PS
6391 Licensor Parkway
Overland Park,KS 66251-2040
Mailstop: KSOPHT0101-Z2040
Attention: Field Services Manager-Joint Use
with copy of Default notices to:
Sprint Communications Company L.P.
Legal Department
6391 Licensor Parkway
Overland Park,KS 66251-2020
Mailstop: KSOPHT0101-Z2020
Attention: Real Estate Attorney-Joint Use
and to
Alicia R. Martin
Transactions and Project Services Manager
6100 Sprint Parkway
KSO P H K0310-3A550
Overland Park, Kansas 66251
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EXHIBIT B
SCHEDULE OF FEES AND CHARGES
THIS Exhibit B,which may be amended from time to time by Licensee,contains the fees and charges governing the
use of Licensor's Poles and Anchors by Licensee.
A. Attachment and Utilization Fees
1. Attachment and utilization fees commence on the day the Application is approved. Such
fees cease as of the end of each year when the Attachment is physically removed,or the
utilization is discontinued.
2. No adjustment,pro-ration or refund of any License Fee payment will be made for Facility
removals after payment for the current calendar year has been made.
3. Fees shall be payable annually in January of each calendar year. Late payment of any bill
is subject to a late fee of 1.5%per month applied to the outstanding balance from the due
date of the bill. Licensor,at its sole discretion,may change any fee listed in this Exhibit B
from time to time during the term of this Agreement to reflect prevailing market conditions.
4. The License Fees due hereunder,shall be based upon the total number of Poles and/or,
Anchor occupancy for which Licenses have been approved on or before the last day of the
current calendar year.
B. License Fees
Licensee will pay to Licensor the following fees:
Annual Pole Attachment License Fee One(1)Pole=$0.00. Additional Poles TBD*
Anchor Use Fee One(1)Anchor=$0.00. Additional Anchors
TBD*
C. Transfer of Licensee's Attachments. If Licensor makes the Transfers for Licensee,Licensee will
compensate Licensor the Cost incurred to make such Transfers,including each 3 bolt re-attachment,J Hook
re-attachment,Splice and Dead-end Messenger,re-install down guy,and re-attach drop-wire,in addition to
an administrative fee. If a Special trip is required to make the Transfer a trip charge of$50.00 will be
added to the Cost of the Attachment Transfer.
D. Unauthorized Attachment Fee
A$500.00 fee per unauthorized Attachment plus back rent from the Effective Date of this Agreement or
the maximum allowed by law will be assessed for each unauthorized Attachment identified by Licensor and
for which Licensee can not produce a Licensor approved Application. .
*TBD=To Be Decided.
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E. Inspection
The Cost of inspections will be based upon a labor rate determined by Licensor,which is based on the total
Cost incurred by Licensor including administrative,field activity and records clean up. The Post-
Construction Inspection Fee shall be$250.00 per Inspection.
F. Make Ready Survey Deposit and Fee
Make Ready Survey is based on any administrative or field work required to determine the suitability of the
Licensor's Facilities for Attachment and shall be billed at Licensor's full Cost. The Make Ready Survey
Fee shall be$250.00 per Pole.
G. Computation
Charges for all work performed by Licensor or by its authorized representatives in connection with the
administrative and other costs of furnishing of Pole,Anchor, or other accommodations,as covered by this
Agreement,shall be based upon the total Cost of such work and be paid in advance to Licensor prior to the
performance of such work. Such charges include,but are not be limited to,pre-License survey,Make
Ready Work,inspections and removal of Licensee's Facilities.
E. Pole and/or Anchor Replacements
The charge for replacement of a Pole or Anchor required to accommodate Licensee Facilities and
Equipment in accordance with the terms and conditions of this Agreement will be based on Licensor's fully
installed Costs less the salvage value of the removed Pole.
An Application Fee of$150.00 shall be submitted with each Application.
J. .Security Deposit
Licensee shall post a security deposit based on the number of Poles and Anchors Licensee plans to attach.
1. If Licensee will attach to one(1)Pole and Anchor,the Security Deposit shall be$5000.
2. If the total number of Poles and Anchors Licensee will attach to is more than one(1)but less
than fifty(50),the bond shall be in the amount of$15,000.
3.. If the total number of Poles and Anchors Licensee will attach to is fifty(50)or greater,the
bond shall be in the amount of$300 times the total number of Poles and Anchors Licensee will
attach to.
Total Number of Poles Bond Amount
and Anchors
25 $15,000
50 $15,000
75 $22,500
100 $30,000
200 $60,000
ARN: 166152 21
PRN: 356597
III 1110
EXHIBIT C
APPLICATION FOR POLE ATTACHMENT LICENSE
(Page 1 of 2)
Section One to be Completed by Licensee:
Application is hereby made for Attachments to the following Poles and Anchors in accordance with the terms and
conditions of the Agreement. Licensee's space allocation is one foot. A copy of Licensee's franchise
agreement or similar authority to erect and maintain the Facilities is attached.
DATE of APPLICATION:
APPLICANT NAME:
USE CLASSIFICATION: n CATV n TELECOMMUNICATIONS CARRIER
WIRELESS
WIRELINE
OTHER PRIVATE ENTITY(SPECIFY)
ADDRESS:
CITY,STATE,ZIP:
CONTACT: TELEPHONE NO. ( )
Number of Poles covered by this Number of Anchor rods covered by
permit this permit
Communications Original Request , Communications Overlash Request
Pole number and
Specific location(please list
on a separate sheet and
attach to this Application)
(Including diameter of Attachment,weight
and height per foot)
(provide Attachment
route map)
Previous Total
Added This Request
By: (Mail Application to TOTAL
Licensor)
Application continued on next page
ARN: 166152 22
PRN: 356597
o 1111
APPLICATION FOR POLE ATTACHMENT LICENSE
(Page 2 of 2)
Section Two to be Completed by Licensor and Licensee:
Estimated Make Ready Work Costs,in this amount $
are approved by Licensee:
By: DATE:
Licensee
Title: Return Application to:
Licensee Work Order#
Licensor Make Ready Work Order#
Section Three to be Completed by Licensor:
Permission is hereby granted to attach to Poles described in the above Application,subject to the terms and
conditions referred to or set forth in the Agreement.
Licensor Affiliate
Company:
By: Date:
ARN: 166152 23
PRN: 356597
EXHIBIT D
NOTICE OF TRANSFER
Date:
Licensor
In accordance with the terms and conditions of this Agreement between Licensor and Licensee,notice is hereby
given of the intention of Licensor to Transfer or have Transferred Licensee's Pole Attachments at the following
location(s):
Pole Type and Number of Attachments Total Number
Number Location Cable Assm Drop Guy of Attachments
Actual total Cost $
Unless otherwise hereby stated in writing within ten(10)days of receipt of this notification,Licensee
agrees to the Transfer all of its Attachments on the above listed Poles in accordance with the terms
and conditions of this Agreement.
Licensee
Approved By
Title
Date
ARN: 166152 24
PRN: 356597
411 III
EXHIBIT E
NOTICE OF REMOVAL OF LICENSEE ATTACHMENTS
To be completed by Licensee.
In accordance with the terms and conditions of the Agreement,notice is hereby made of Licensee's removal of
Attachment(s)to the following Pole(s)/Conduit System and/or Manholes and/or Anchors as shown in the attached
maps/schematic drawings and located in the town/city of
Please remove these Attachments from the billing database.
Licensee:
Title
Date:
Pole Numbers Location Type of Attachment
Notice of removal of Facilities hereby acknowledged on this date
By:
Title:
Previous Attachment Total
Number of Attachments/Feet Removed
New Database Total
ARN: 166152 25
PRN: 356597
. 0 •
EXHIBIT F
NOTICE OF ABANDONMENT
Section One to be completed by Licensor
Notice is hereby given by Licensor to Licensee that Licensor intends to abandon Poles at the following location(s)as
shown on the attached map. Licensee may elect to purchase the Poles in place from Licensor,or may elect to
relinquish the License for this/these locations and remove its Attachments within the next thirty(30)days.
Licensor
Date
Section Two to be completed by Licensee
Licensee elects to purchase the Pole(s)referenced in Section One. Please prepare a"Bill of Sale"and forward
it to Licensee.
Licensee
By
Date
Section Three to be completed by the Licensee
Licensee elects to relinquish the License and remove the Attachments from Licensor's Poles identified
under Section One. Removals will be completed at the Licensee's expense and must be completed in
accordance with the terms and conditions of this Agreement. If the removals are not complete
within the allotted time,Licensee will be deemed to have elected to purchase the Poles. Licensor will prepare
a"Bill of Sale"and forward it to the Licensee. Licensee will pay Licensor the Cost of the Pole and assume
ownership in accordance with the terms and conditions of this Agreement.
Licensee
Removals Complete
By
Date
ARN: 166152 26
PRN: 356597