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VERIZON CALIFORNIA INC.
POLE ATTACHMENT AGREEMENT
BETWEEN
VERIZON CALIFORNIA INC.
AND
CITY OF RANCHO PALOS VERDES
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VERIZON CALIFORNIA INC.
POLE ATTACHMENT AGREEMENT
1. Parties.
THIS POLE ATTACHMENT AGREEMENT(the"Agreement") is entered into by and between the City of
Rancho Palos Verdes, having its principal office at 30940 Hawthorne Blvd., Rancho Palos Verdes,
California, 90275 (herein after referred to as"Licensee") and Verizon California Inc., a corporation of the
State of California, having its principal office at 112 Lakeview Canyon Road, Thousand Oaks, California,
91362 (hereinafter referred to as "VERIZON"). The City of Rancho Palos Verdes, and Verizon are
sometimes referred to collectively as the"Parties"or individually as"Party".
2. Definitions.
2.1 Affiliate - an entity is an affiliate of another corporation if they share, directly or indirectly,
common corporate parent, or are otherwise under common ownership.
2.2 Applicable Law-all laws, statutes, common law, regulations, ordinances, codes, orders,
permits, and approvals of a government authority which apply or relate to subject matter of
this Agreement.
2.3 Attachments-any placement of Licensee's Facilities on VERIZON's poles,or right of ways
that are reasonably required by Licensee to provide its private Telecommunication Services.
2.4 Business Day- Monday through Friday, except for holidays on which the U. S. Mail is not
delivered.
2.5 Facilities - all facilities, including but not limited to, cables, equipment and associated
hardware, owned and utilized by the Licensee.
2.6 Hazardous Materials - (i) any substance, material or waste now or hereafter defined or
characterized as hazardous,extremely hazardous,toxic or dangerous within the meaning of
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended,or any similar law,ordinance,statute,rule or regulation of any governmental body
or authority; (ii)any substance, material or waste now or hereafter classified as a contaminant
or pollutant under any law,ordinance, statute, rule or regulation of any governmental body or
authority; or (iii) any other substance, material or waste, the manufacture, processing,
distribution, use,treatment,storage, placement,disposal, removal or transportation of which
is now or hereafter subject to regulation under any law,ordinance, statute, rule or regulation
of any governmental body or authority.
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2.7 Licensee's Facilities or Licensee's Attachments-All facilities, including but not limited to
cables, equipment and associated hardware, owned and utilized by Licensee, which are
attached to a VERIZON Pole or Right of Way.
2.8 Make-Ready (Rearrangements) Work - all work, including, but not limited to,
rearrangement, removal, or transfer of existing Attachments and/or Facilities, to include
placement, repair, or replacement of VERIZON Poles, or any other changes required to
accommodate the Licensee's Attachments on a VERIZON Pole. It includes(i) preparatory
work that must be performed on VERIZON's Poles and related facilities in order to
accommodate the Attachment of Licensee's Facilities; (ii)"make-ready engineering",which
consists of reviewing the current conditions of VERIZON's Facilities to which Licensee
desires to attach and ascertaining what work needs to be done in order to properly
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accommodate Licensee's Facilities; (iii) "make-ready construction", which is the actual
rearrangement work performed in accordance with the determinations made in the make-
ready engineering process; and (iv) any cost associated with final inspection of facilities
before, during, and after Licensee has completed construction to ensure compliance with
safety and industry standards. It may include, among other things, moving VERIZON's
Facilities and the placing of new anchors or guys.
2.9 Pole Attachment Fee - the fee assessed per pole and paid by Licensee to place
Attachments on VERIZON's Poles. Pole Attachment Fees are specified in Section 12 of this
Agreement.
2.10 Pole Attachment Request(PAR)-a written request from Licensee to place its Attachments
on VERIZON's Poles, submitted in accordance with Section 6 of this Agreement. For any
agreements in effect prior to the date this Agreement is executed by the Parties, the term
PAR shall be deemed to include Pole Attachment Requests made by letter or similar
document.
2.11 Right of Way(ROW)-a right possessed by VERIZON to use or pass over,on, in, under or
through the land of another person,with respect to which VERIZON has the right to authorize the
usage or passage of Licensee's Facilities over, on or under such land. A Right of Way may
run under,on or over public or private property(including the air space above such property).
2.12 VERIZON's Pole(s) or VERIZON Pole(s) - any pole or poles solely owned by VERIZON,
jointly owned by VERIZON and another entity or entities, and space on poles obtained by
VERIZON through arrangements with the owner(s)thereof.
3. Purpose.
3.1 Licensee represents to VERIZON that Licensee has a need to occupy, place and maintain
Attachments on VERIZON's Poles for the purpose of providing private Telecommunication
Services.
3.2 VERIZON agrees to permit Licensee to occupy, place and maintain its Attachments on
VERIZON Poles as VERIZON may allow pursuant to the terms of this Agreement and subject
to Applicable Law.
4. Grant of License.
VERIZON grants to Licensee and Licensee accepts from VERIZON a non-exclusive revocable
license to occupy,'place and maintain in a designated space on specified VERIZON Poles Licensee's
Facilities on the terms and conditions set forth herein. Licensee shall have no further right, title, or
other interest in connection with VERIZON's Poles. VERIZON shall have the right to grant,renew or
extend privileges to others not Parties to this Agreement to place or maintain Attachments on or
otherwise use any or all VERIZON Poles. Nothing herein is intended to, nor should it be construed to
require VERIZON to construct or modify any facilities not needed for its own service requirements
except to the extent required by Applicable Law. VERIZON grants this license in the state(s) of
California in reliance on the representation of Licensee that Licensee intends to provide private
Telecommunications Services with the Attachments covered by this Agreement.
5. Term.
Subject to the termination provisions contained in this Agreement,the term of this Agreement shall be
two (2) years effective from the execution of the Agreement by both Parties and shall continue in
effect for consecutive one (1)year terms until either Party gives the other Party at least ninety(90)
calendar days written notice of termination,which termination shall be effective at the end of the then-
current term. In the event notice is given less than ninety(90) calendar days prior to the end of the
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current term, this Agreement shall remain in effect for ninety(90)calendar days after such notice is
received, provided that in no case shall the term be extended beyond ninety(90)calendar days after
the end of the current term at which time all Licensee Attachments must be removed.
6. Pole Attachment Requests (PAR).
6.1 Licensee shall submit a Pole Attachment Request (PAR), identifying the VERIZON Poles
upon which Licensee desires to place Facilities or overlash existing Attachments. Licensee
may request to attach to two hundred(200)poles on a single PAR. VERIZON may limit the
total number of PARs from Licensee to no more than two thousand (2,000) poles for all
requests pending approval at any one time. Licensee shall submit a Notice of Removal Form,
identifying the VERIZON Poles upon which Licensee desires to remove Facilities. This
includes those Facilities that may be overlashed to the Licensee's own existing Attachments
or to another licensee's approved Attachments. Each PAR or Notice of Removal Form shall
be in a form specified by VERIZON and may be revised from time to time by VERIZON. All
PARs submitted to VERIZON shall be processed on a first come, first served basis.
VERIZON, in its sole judgment,will determine the availability of space on the VERIZON Poles
specified in the PAR and will provide its response to the PAR within forty-five(45)calendar
days of its submission in all states except California, where VERIZON's response shall be
within sixty(60)calendar days of its submission. Upon approval of the PAR,VERIZON shall
return one copy thereof to Licensee bearing an endorsement acknowledging VERIZON's
authorization. All Attachments placed on VERIZON's Poles pursuant to an approved PAR
shall become subject to all of the terms and conditions of this Agreement. Licensee may
submit subsequent PARs for approval by VERIZON as needed. VERIZON shall make a good
faith effort to accommodate Licensee's PARs to include pole change outs, reasonable
facilities rearrangements, and alternative route proposals before a PAR is denied. If
VERIZON denies a Licensee's PAR,an explanation shall be provided,including a description
of the alternatives explored. VERIZON is under no obligation to provide general information
respecting the location and availability of VERIZON Poles, except as may be necessary to
process a PAR. Except as authorized in Subsection 6.6, no Facility shall be placed or
overlashed on any VERIZON Pole identified in a PAR until that PAR has been approved by
VERIZON.
6.2 Licensee shall pay VERIZON a fee at the time of submitting a request for processing a
PAR to compensate VERIZON for the general administrative costs as well as the actual
engineering costs reasonably incurred. The fee for engineering costs shall be computed by
multiplying the fully loaded hourly rate for an engineer times the number of hours reasonably
required by each engineer to inspect the VERIZON Poles included in the PAR. VERIZON will
true up the charge based upon its then current rates for administrative and engineering costs,
as may be changed from time to time by VERIZON to remain consistent with prevailing cost.
6.3 Upon receiving an approved PAR, Licensee shall have the right, subject to the terms of this
License, to place and maintain the Attachments described in the PAR in the space
designated on the VERIZON Poles identified therein.
6.4 Make-Ready(Rearrangement)Work
6.4.1 In the event Make-Ready (Rearrangement) Work is necessary to
accommodate Licensee's Attachments, VERIZON shall notify
Licensee of such fact and provide Licensee with a good faith
estimate of the total cost of such Make-Ready (Rearrangement)
Work needed to accommodate Licensee's Attachments. Within
twenty (20) calendar days after receiving such notice from
VERIZON, Licensee shall notify VERIZON either(i)that Licensee
shall pay all of the costs actually incurred to perform the Make-
Ready Work and shall pay the total estimated amount to VERIZON
at least fifteen(15)calendar days prior to the date the Make-Ready
(Rearrangement)Work is to begin or(ii)that it desires to cancel its
PAR. VERIZON is not obligated to initiate Make-Ready Work
earlier than sixty (60) days after notice to existing, affected
attachers but will complete such Make-Ready Work in a generally
acceptable time thereafter. If VERIZON receives no response from
Licensee within twenty(20)calendar days of VERIZON's notice, it
will be construed as the Licensee's desire to cancel its PAR,
any cost incurred to date for processing the Licensee's PAR
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released for use by other requesting licensees on a first come,first
serve basis.
6.4.2 California. In addition to the requirements above, in California the
Licensee will be responsible for the performance of all or such
portion of the Make-Ready (Rearrangement) Work as Licensor
determines in its reasonable discretion. Before engaging a
contractor to perform such work, Licensee shall obtain VERIZON's
written approval. Licensee shall ensure that no such contractor
hired by Licensee subcontracts any work to any contractor or
person unless Licensee receives the prior written approval of
VERIZON. Any contractor or subcontractor so selected must
provide evidence of a valid C-61 (D05 Communication Equipment)
license issued by the State of California. Licensee shall be
responsible for assuring that all Make-Ready (Rearrangement)
Work performed pursuant to this Agreement is to the satisfaction of
VERIZON. All Make-Ready(Rearrangement)Work shall be subject
to inspection by VERIZON at any time. If any Make-Ready
(Rearrangement)Work is not to VERIZON's satisfaction, Licensee
shall be responsible for the performance of any necessary rework.
In the event outside obligations prohibit Licensee from performing
work, VERIZON will perform the work and bill the Licensee.
Licensee agrees to reimburse VERIZON for the work at its then
current fully loaded labor rates. In any event, in addition to bearing
all Make-Ready(Rearrangement)Work and rework costs,Licensee
shall reimburse VERIZON for VERIZON's costs of performing
inspections. VERIZON may change its specifications,work rules,
and regulations at any time upon twenty-four (24) hours written
notice or oral notice to Licensee.
6.5 VERIZON shall not be responsible to Licensee for any loss sustained by Licensee by reason
of the refusal or failure of any other party with Attachments on VERIZON's Poles to rearrange
or modify its Attachments as may be required to accommodate Licensee's Facilities.
6.6 Unauthorized Attachments. Licensee is not authorized and shall have no right to place
Facilities on any VERIZON Pole unless that VERIZON Pole is identified in an approved PAR.
7. Availability of VERIZON Pole Maps.
Existing VERIZON Pole maps will be made available for viewing by Licensee for the purpose of pre-
order planning at the VERIZON area engineering offices during normal business hours, subject to
reasonable advance notification. While formal written requests will not be required in connection with
the first request by Licensee to view VERIZON Pole maps,VERIZON reserves the right to refuse any
subsequent viewing request or require written justification for the request if Licensee has
demonstrated that it does not have a good faith intention to submit a PAR. If the availability of specific
point-to-point can be determined at the time of viewing VERIZON Pole maps, maps reflecting such
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point-to-point information may be made available for copying provided that such map does not contain
information that is deemed proprietary to VERIZON. In such case, Licensee will be provided with a
sketch of the required point-to-point information without the proprietary information. Licensee shall
pay to VERIZON a fee sufficient to cover the general administrative costs incurred for making such
copies available. IN MAKING VERIZON MAPS AVAILABLE, VERIZON WILL BE MAKING NO
EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY,OTHER THAN
THAT THEY ARE THE SAME MAPS USED BY VERIZON IN ITS DAY-TO-DAY OPERATIONS.
8. Requests for General Information Regarding Space on VERIZON Poles.
VERIZON will provide information regarding the availability of VERIZON Pole space within sixty(60)
calendar days of a written request by Licensee. Because VERIZON will endeavor to determine
available space as quickly as possible,a shorter interval may be experienced for requests of a limited
scope where physical field verification is not necessary. In the event the sixty(60)calendar day time
frame cannot be met, VERIZON shall so advise Licensee and shall seek a mutually satisfactory
alternative response date. No representation regarding the availability of space shall be made in the
absence of a physical field verification.
9. Authority to Place Attachments.
9.1 Before Licensee places any Facility,whether Attachments or overlash on VERIZON's Poles
pursuant to an approved PAR, Licensee shall submit evidence satisfactory to VERIZON
including but not limited to an affidavit of its authority to erect and maintain the Facilities to be
placed on VERIZON's Poles within the public streets,highways and other thoroughfares or on
private property. Licensee shall be solely responsible for obtaining all ROWs, easements,
licenses,authorizations,permits and consents from federal,state and municipal authorities or
private property owners that may be required to place Attachments on VERIZON's Poles. In
the event Licensee must obtain any additional easements,permits,approvals,licenses and/or
authorizations from any governmental authority or private individual or entity in order to utilize
VERIZON's Poles under an approved PAR,VERIZON shall, upon Licensee's request,provide
written confirmation of its consent to Licensee's utilization of VERIZON's Poles in a particular
location in accordance with this Agreement, if needed by Licensee to obtain such additional
approvals or authorizations. VERIZON shall also provide maps or drawings of its facilities
locations to the extent reasonably required by such governmental authority or private
individual or entity for purposes of considering or granting Licensee's request to it for authority
or approval.
9.2 VERIZON shall not unreasonably intervene in or attempt to delay the granting of any ROWs,
easements, licenses, authorizations, permits and consents from federal, state or municipal
authorities or private property owners that may be required for Licensee to place its
Attachments on VERIZON's Poles.
9.3 If any ROW, easement, license, authorization, permit or consent obtained by Licensee is
subsequently revoked or denied for any reason, Licensee shall retain all rights to pursue all
appeals before VERIZON revokes permission to attach to its poles. Revocations of
permission to attach to VERIZON's Poles will be allowed only after Licensee has exhausted
all legal, administrative, and equitable remedies in all state and federal forums. If Licensee
does not prevail in its appeals, permission to attach to VERIZON's Poles shall terminate
immediately and Licensee shall promptly remove its Attachments. Should Licensee fail to
remove its Attachments within sixty (60) calendar days of receiving notice to do so from
VERIZON,VERIZON shall have the option to remove all such Attachments and store them in
a public warehouse or elsewhere at the expense of and for the account of Licensee without
VERIZON being deemed guilty of trespass or conversion, and without VERIZON becoming
liable for any loss or damages to Licensee occasioned thereby. All costs incurred by
VERIZON to remove Licensee's Attachments shall be reimbursed to VERIZON by Licensee
upon demand.
9.4 Upon notice from VERIZON to Licensee that the cessation of the use of any one or more of
VERIZON's Poles is necessary for reasons of safety or has been directed by any federal,
state or municipal authority, or private property owner, permission to attach to such pole(s)
shall terminate immediately and Licensee promptly shall remove its Attachments. For safety
violations, Licensee shall correct all non-standard conditions within thirty(30)calendar days
from receipt of written notice from VERIZON. Should Licensee fail to correct safety violations
or remove its Attachments within the time frame provided by the requesting or directing Party
or sixty (60) calendar days of receiving notice to do so from VERIZON, whichever is less,
VERIZON shall have the option to correct such safety violations or remove all such
Attachments and store them in a public warehouse or elsewhere at the expense of and for
the account of Licensee without VERIZON being deemed guilty of trespass or conversion,
and without VERIZON becoming liable for any loss or damages to Licensee occasioned
thereby. Licensee shall reimburse all costs incurred by VERIZON to remove Licensee's
Attachments to VERIZON upon demand by VERIZON.
10. Placement of Attachments.
10.1 Licensee shall,at its own expense, place and maintain its Facilities,whether Attachments or
overlash,on VERIZON's Poles in accordance with(i)such requirements and specifications,as
published and amended from time to time by the industry, the Manual of Construction
Procedures (Blue Book), (ii)all rules or orders now in effect or that hereafter may be issued
by any regulatory agency or other authority having jurisdiction,and(iii)all currently applicable
requirements and specifications of the National Electrical Safety Code,and the applicable rules
and regulations of the Occupational Safety and Health Act.
10.2 Licensee's Facilities on VERIZON's Poles shall be tagged at maximum intervals of every
three hundred (300) feet so as to identify Licensee as the owner of the Attachments. The
tags shall be of sufficient size and lettering so as to be easily read from ground level.Tagging
shall be performed on a going forward basis and where prior approved Attachments exist,
such tagging must be performed at any time the Licensee is performing any service work on
existing unmarked Facilities.
10.3 Nothing herein shall be construed as granting Licensee any ownership interest in support
structures, whether or not constructed and/or paid for by Licensee under the Make Ready
(Rearrangement) provisions in Subsection 6.4 of this Agreement.
11. Failure of Licensee to Place Attachments.
Once Licensee has obtained an approved PAR, Licensee shall have sixty(60)calendar days from the
date the PAR is approved to begin the placement of its Attachments on the VERIZON Poles covered
by the PAR. If Licensee has not begun placing its Attachments within that sixty(60) calendar day
period, Licensee shall so advise VERIZON with a written explanation for the delay. If Licensee fails to
advise VERIZON of its delay with a written explanation there of or if Licensee fails to act in good faith
by not making a bona fide effort to begin placing its Attachments within the sixty(60)calendar days
prescribed by this Section,the previously approved PAR shall be deemed rescinded by VERIZON and
Licensee shall have no further right to place Attachments pursuant to that PAR.
12. Pole Attachment Fees.
12.1 Licensee shall pay to VERIZON an annual Pole Attachment Fee, as specified on Exhibit A-
Pole Attachment Fees, upon which Licensee has made an Attachment. Pole Attachment
Fees shall apply for each VERIZON Pole upon which Licensee obtains authorization to place
an Attachment.The Pole Attachment Fee may be changed by VERIZON from time to time as
permitted by law upon sixty (60) calendar days, or the appropriate number of days as
prescribed by federal, state or local government authority, written notice to Licensee.
12.2 Pole Attachment Fees shall be billed in advance and become due and payable on the date a
PAR is approved by VERIZON for all VERIZON Poles identified in that PAR. Fees shall be
prorated to the end of the calendar year and will be billed on an annual calendar year basis.
There shall be no prorating of Pole Attachment Fees for Attachments removed during the
calendar year. A calendar year means January 1 to the succeeding December 31. If any
undisputed amount due on the billing statement is not received by VERIZON on the payment
due date,VERIZON may charge, at its sole discretion, and Licensee agrees to pay, interest
on the past due balance at a rate equal to the lesser of the interest rates set forth in the
applicable VERIZON(GTE/Contel)state access tariffs or the GTOC/GSTC FCC No. 1 tariff,
of one and one-half percent (1 1/2%) per month or the maximum nonusurious rate of
interest under applicable law. Late payment charges shall be included on the next statement.
12.3 All pole related Facilities placed by the Licensee on VERIZON's Poles will be billed at the
fees shown in Exhibit A-Attachment Fees attached hereto except in the case of a Licensee
that certifies that all of its Facilities are for provision of"private Telecommunication Services"
as defined in Section 2 of this Agreement. Licensee shall certify annually by affidavit that all
of its Attachments are used for providing solely private Telecommunication Services.
12.4 VERIZON shall maintain an inventory of the total number of VERIZON Poles occupied by
Licensee based upon the cumulative number of poles specified in all PARS approved by
VERIZON. VERIZON may, at its option, conduct a physical inventory of Licensee's
Attachments under this Section. At VERIZON's election, such physical inventories shall be
conducted by VERIZON upon renegotiation of this Agreement or any subpart or appendix
thereof, and a maximum of one time per calendar year thereafter. The costs incurred by
VERIZON to conduct the physical inventory shall be reimbursed to VERIZON by the Licensee
upon demand by VERIZON. It shall be Licensee's sole responsibility to notify VERIZON of
any and all removals of Attachments from VERIZON's Poles.Except as provided in Section
19 of this Agreement in connection with the termination of this Agreement, such notice shall
be provided to VERIZON at least thirty (30) days prior to the removal of the Attachments.
Each Notice of Removal shall be in a form specified by VERIZON and may be revised
from time to time at VERIZON's sole discretion. Licensee shall remain liable for Pole
Attachment Fees until Licensee's Attachments have been physically removed from
VERIZON's Poles.
13. Modifications,Additions or Replacements to Existing Attachments.
13.1 Licensee shall not modify, add to, overlash, or replace Facilities on any pre-existing
Attachment without first notifying VERIZON in writing of the intended modifications or
replacement at least sixty (60) calendar days prior to the date the activity is scheduled to
begin. The required notification shall include:(i)the date the activity is scheduled to begin,(ii)
a description of the planned modification or replacement, (iii) a representation that the
modification or replacement will not require any space other than the space previously
designated for Licensee's Attachments, (iv) a representation that the modification or
replacement will not impair the structural integrity of the poles involved, and (v) a
representation that the modification or replacement will not impact other Licensee's
Attachments. Licensee shall be solely responsible for obtaining all ROWs, easements,
licenses, authorizations, permits and consents from federal, state and municipal authorities
or private property owners that may be required to modify or add Attachments on VERIZON's
Poles. In the event Licensee must obtain any additional easements, permits, approvals,
licenses and/or authorizations from any governmental authority or private individual or entity
in order to utilize VERIZON's Poles under an approved PAR, VERIZON shall, upon
Licensee's request, provide written confirmation of its consent to Licensee's utilization of
VERIZON's Poles in a particular location in accordance with this Agreement, if needed by
Licensee to obtain such additional approvals or authorizations. Overlashing Licensee's
Facilities,whether it is the Licensee's own facilities or that of a third party, shall require prior
approval of a PAR per Section 6 of this Agreement.
13.2 Should VERIZON determine that the modification or replacement specified by Licensee in its
notice will require more space than that allocated to Licensee or will require the reinforcement
of, replacement of or an addition of support equipment to the facilities involved in order to
accommodate Licensee's modification or replacement, VERIZON will so notify Licensee,
whereupon Licensee will be required to submit a PAR in compliance with this Agreement in
order to obtain authorization for the modification, addition or replacement of its Facilities.
13.3 Access to VERIZON's Poles for repairs, modifications or replacements required in
emergency situations shall be governed by Section 23 of this Agreement.
13.4 Should Licensee request VERIZON to purchase additional plant, Licensee agrees to pay all
costs.
14. Rearrangements to Accommodate Other Licensees.
Licensee acknowledges that at some point in the future it may become necessary to rearrange
Licensee's Facilities in order to create space to accommodate the facilities of another licensee.
Licensee agrees that in such event Licensee will cooperate in good faith with such other licensee to
come to a mutually agreeable understanding regarding the manner in which the rearrangement of
Licensee's Facilities will be achieved.
15. Unauthorized Attachments to VERIZON's Poles.
15.1 Unauthorized Attachments on VERIZON Poles are a breach of this Agreement. Unless,upon
request, Licensee provides written proof of authorization from VERIZON,an Attachment to
VERIZON's Poles shall be considered unauthorized. Such breach of Agreement must be
remedied as set forth below otherwise Licensee is subject to all legal remedies afforded
VERIZON under Applicable Law.
15.2 The Parties agree that because it would be impracticable and extremely difficult to determine
the actual amount of damages resulting from Licensee's unauthorized Attachment, the
charge outlined below shall be paid by Licensee to VERIZON for each unauthorized
Attachment to a VERIZON Pole. Such payment shall be deemed liquidated damages and
not a penalty. Licensee also shall pay VERIZON a Pole Attachment Fee for each
unauthorized Attachment occupied accruing from the date the unauthorized Attachment was
first placed on the VERIZON Pole. In the event that the date the unauthorized Attachment
was first placed on a VERIZON Pole cannot be determined, such date shall be deemed the
date of the last physical inventory made in accordance with this Agreement or, if no physical
inventory has been conducted, the date the first PAR from Licensee was approved in
accordance with this Agreement. Licensee also shall pay to VERIZON all costs incurred by
VERIZON to rearrange any unauthorized Attachments of Licensee if such rearrangement is
required to safeguard VERIZON's Pole Attachments or to accommodate the Attachments of
another party whose Attachments would not have required a rearrangement but for the
presence of Licensee's unauthorized Attachments. Licensee shall also pay to VERIZON all
costs incurred by VERIZON to reinforce, replace or modify any VERIZON Pole, which
reinforcement, replacement or modification was required as a result of the unauthorized
Attachment of Licensee. The Pole Attachment Fee referenced in this Subsection 15.2 shall
be determined in the same manner as such a fee would have been determined if the
Attachment had been authorized by VERIZON.
15.2.1 California. The unauthorized Attachment charge shall be equal to
five hundred dollars ($500) per each unauthorized Attachment.
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15.3 Once VERIZON has notified Licensee of an unauthorized Attachment, the Licensee must
submit a PAR to request an authorized Attachment. A PAR submitted per this provision will
be treated like any other PAR subject to this Agreement on a going-forward basis. Licensee
will be responsible for all fees associated with a PAR(as identified in this Agreement). If a
PAR is not received by VERIZON within fifteen(15)calendar days of Licensee's receipt of an
unauthorized Attachment notification, then Licensee has sixty(60) calendar days from the
date of its receipt of the initial unauthorized Attachment notification to vacate the unauthorized
Attachment. Removal of the Licensee's unauthorized Attachment does not relieve Licensee
of any and all charges applicable to the unauthorized Attachments made to VERIZON's
Facilities.
15.4 For purposes of this Section,an unauthorized Attachment shall include,but not be limited to:
15.4.1 An Attachment to a VERIZON Pole for which a VERIZON Pole is
not identified in any PAR approved in accordance with this
Agreement.
15.4.2 An Attachment that occupies more space than that allocated to
Licensee by VERIZON.
15.4.3 An Attachment that is not placed in accordance with the provisions
of this Agreement or the appropriate PAR issued pursuant to
this Agreement.
15.4.4 An addition or modification by Licensee to its pre-existing
Attachments that impairs the structural integrity of the involved
VERIZON Pole or other VERIZON facilities or those of other
licensees.
15.4.5 An Attachment that consists of facilities owned or controlled by and
for the use of a party other than Licensee.
15.4.6 An Attachment that is overlashing Licensee's existing Attachment
that is not identified in any PAR approved in accordance with
this Agreement.
16. Surveys and Inspections of Attachments.
16.1 Upon written notice to Licensee, the total number and exact location of Licensee's
Attachments on VERIZON's Poles may be determined, at VERIZON's discretion,through a
'survey to be made not more than once per calendar year by VERIZON. If so requested,
Licensee and/or any other entity owning or jointly owning the poles with VERIZON may
participate in the survey. The costs incurred by VERIZON to conduct the survey shall be
reimbursed to VERIZON by Licensee upon demand by VERIZON. If the Attachments of
more than one Licensee are surveyed, each such Licensee shall contribute a proportionate
share of the costs reimbursed to VERIZON.
16.2 Apart from surveys conducted in accordance with this Section,VERIZON shall have the right
to inspect any Attachment by Licensee on VERIZON's Poles as conditions may warrant upon
thirty (30) calendar days written notice to Licensee. Licensee shall, upon demand by
VERIZON, reimburse VERIZON all costs incurred to conduct its inspection. No joint survey
or inspection, or lack thereof, by VERIZON shall operate to relieve Licensee of any
responsibility, obligation or liability assumed under this Agreement.
17. Notice of Modification or Alteration of VERIZON Poles by VERIZON.
•
17.1 In the event VERIZON plans to modify or alter any VERIZON Poles upon which Licensee has
Attachments, VERIZON shall provide Licensee notice of the proposed modification or
alteration at least sixty (60) calendar days prior to the time the proposed modification or
alteration is scheduled to take place. Should Licensee decide to simultaneously modify or
alter its Attachments on the VERIZON Poles, Licensee shall so notify VERIZON in writing at
least fifteen (15)calendar days prior to when work is to begin. In such event, Licensee shall
bear a proportionate share of the total costs incurred by VERIZON to make such poles
accessible to Licensee. Licensee's proportionate share of the total cost shall be based on the
ratio of the amount of new space occupied by Licensee to the total amount of new space
occupied by all of the parties joining in the modification.
17.2 In the event VERIZON is required by a federal,state,or local authority or for any other reason
beyond VERIZON's control (e.g., normal deterioration) to move, replace or change the
location of VERIZON's Poles and/or location,alignment,Licensee shall concurrently relocate
Licensee's Attachments. VERIZON and each Licensee required to relocate its Attachments
shall bear its own costs for such relocation.
18. Disclaimer of Warranties.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, VERIZON MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
19. Default and Remedies.
19.1 The occurrence of any one of the following shall be deemed a"Material Default"by Licensee
under this Agreement:
19.1.1 Failure by Licensee to pay any fee or other sum required to be paid
under the terms of this Agreement and such default continues for a
period of thirty (30) calendar days after written notice thereof to
Licensee;
19.1.2 Failure by Licensee to perform or observe any other term,condition,
covenant,obligation or provision of this Agreement and such default
continues for a period of thirty(30)calendar days after written notice
thereof from VERIZON (provided that if such default is not curable
within such thirty (30) calendar day period, the period will be
extended if Licensee commences to cure such default within such
thirty (30) day period and proceeds diligently thereafter to effect
such cure);
19.1.3 The filing(related to Licensee's Attachments or acts or omissions of
Licensee) of any tax or mechanic's lien against VERIZON's Poles
which is not bonded or discharged within thirty(30)days of the date
Licensee receives notice that such lien has been filed;
19.1.4 Licensee's voluntary or involuntary bankruptcy;
19.1.5 Licensee's knowing use or maintenance of its Attachments in
violation of any law or regulation, or in aid of any unlawful act or
undertaking;
19.1.6 The denial or revocation of any authorization which may be required
of the Licensee by any governmental or private authority for the
placement, operation or maintenance of Licensee's Attachments.
19.2 In the event of a Material Default, VERIZON, without any further notice to the Licensee
(except where expressly provided for below or required by applicable law)may do any one or
more of the following:
19.2.1 Perform, on behalf and at the expense of Licensee, any obligation
of Licensee under this Agreement which Licensee has failed to
perform and of which VERIZON shall have given Licensee notice,
the cost of which performance shall be paid by Licensee to
VERIZON upon demand;
19.2.2 Terminate this Agreement by giving notice of such termination to
Licensee and upon sixty(60)calendar days written notice, remove
Licensee's Attachments and store them in a public warehouse or
elsewhere at the expense of and for the account of Licensee without
VERIZON being deemed guilty of trespass or conversion, and
without VERIZON becoming liable for any loss or damages to
Licensee occasioned thereby; or
19.2.3 Exercise any other legal or equitable right or remedy which
VERIZON may have.
19.3 Any costs and expenses incurred by VERIZON (including, without limitation, reasonable
attorneys'fees) in enforcing this Agreement shall be repaid to VERIZON by Licensee upon
demand.
19.4 Upon termination of this Agreement by VERIZON because of a Material Default by Licensee,
Licensee shall remain liable to VERIZON for any and all fees,other payments and damages
which may be due or sustained prior to such termination, all reasonable costs, fees and
expenses, including,without limitation, reasonable attorneys'fees incurred by VERIZON in
pursuit of its remedies hereunder. In addition to and notwithstanding Section 15,the Parties
agree that because it would be impracticable and extremely difficult to determine the actual
amount of damages, additional liquidated damages for termination because of Material
Default shall be an amount equal to one full year of Pole Attachment Fees.
19.5 All rights and remedies of each Party set forth in this Agreement shall be cumulative and
none shall exclude any other right or remedy, now or hereafter allowed by or available under
any statute, ordinance, rule of court, or the common law, either at law or in equity, or both.
20. Indemnification.
20.1 Licensee shall compensate VERIZON for the full actual loss, damage or destruction of
VERIZON's property that in any way arises from or is related to this Agreement or activities
undertaken pursuant to this Agreement (including, without limitation, the installation,
construction, operation or maintenance of Licensee's Attachments).
20.2 Licensee will further indemnify,defend and hold harmless VERIZON and VERIZON's agents,
officers, employees and assigns, from any and all losses, damages, costs, expenses
(including,without limitation, reasonable attorneys'fees),statutory fines or penalties,actions
or claims for personal injury (including death), damage to property, or other damage or
financial loss of whatever nature in any way arising out of or connected with this Agreement
or activities undertaken pursuant to this Agreement (including, without limitation, the
installation, construction,operation or maintenance of Licensee's Attachments). Licensee will
further indemnify VERIZON from subsequent taxes and fees that may be levied by
municipalities or other governmental entities and related to or arising from the presence of
Licensee's Attachments on VERIZON's Poles, including but not limited to taxes or fees
related to use of public rights-of-way, in association with this Agreement. Such fees that are
levied would be in addition to the Pole Attachment Fees reflected in this Agreement.
Licensee expressly assumes all liability for actions brought against VERIZON and VERIZON's
agents, officers, employees and assigns, by Licensee's agents, officers or employees and
Licensee expressly waives any immunity from the enforcement of this indemnification
provision that might otherwise be provided by workers'compensation law or by other state or
federal laws.
20.3 Without limiting any of the foregoing, Licensee assumes all risk of, and agrees to relieve
VERIZON of any and all liability for, loss or damage (and the consequences of loss or
damage) to any Attachments placed on VERIZON's Poles and any other financial loss
sustained by Licensee,whether caused by fire,extended coverage perils,or other casualty.
20.4 Without limiting the foregoing, Licensee expressly agrees to indemnify, defend and hold
harmless VERIZON and VERIZON's agents,officers,employees and assigns from any and
all claims asserted by customers of Licensee in any way arising out of or in connection with
this Agreement or Licensee's Attachments.
20.5 Notwithstanding anything to the contrary in this Agreement, Licensee further shall indemnify
and hold harmless VERIZON, its agents,officers,employees and assigns from and against
any claims, liabilities, losses, damages, fines, penalties and costs (including, without
limitation, reasonable attorneys'fees)whether foreseen or unforeseen,which the indemnified
Parties suffer or incur because of: (i) any discharge of Hazardous Materials resulting from
acts or omissions of Licensee or the Licensee's predecessor in interest;(ii)acts or omissions
of the Licensee, its agents, employees, contractors, representatives or predecessor in
interest in connection with any cleanup required by law, or (iii) failure of Licensee or the
Licensee's predecessor in interest to comply with environmental, safety and health laws.
20.6 In no event shall either Party be liable to the other Party for any special, consequential or
indirect damages(including,without limitation, lost revenues and lost profits)arising out this
Agreement or any obligation arising hereunder, whether in an action for or arising out of
breach of contract, tort or otherwise.
20.7 Licensee shall indemnify, protect and hold harmless VERIZON from and against any and all
claims for libel and slander, copyright, patent, and/or other intellectual property rights
infringement arising directly or indirectly by reason of Attachment of Licensee's equipment on
VERIZON's Poles pursuant to this Agreement.
21. Insurance.
21.1 Licensee shall carry insurance, at its sole cost and expense, sufficient to cover its
indemnification obligations as set forth in Section 20 of this Agreement.Such insurance shall
include, but not be limited to, (i) Commercial General Liability Insurance(including, but not
limited to, premises-operations,broad form property damage,products/completed operations,
contractual liability, independent contractors,personal injury)with limits of at least$2,000,000
combined single limit for each occurrence. (Limits may be satisfied with primary and/or
excess coverage). (ii) Commercial Automobile Liability with limits of at least $2,000,000
combined single limit for each occurrence.(iii)Workers'Compensation insurance as required
by Statute, and Employer's Liability insurance with limits of not less than $1,000,000 per
occurrence.
21.2 All insurance required of Licensee under this Agreement shall remain in force for the entire
life of this Agreement. The company or companies issuing such insurance must be licensed
to do business in the state in which the work is performed and must meet or exceed an A.M.
Best rating of A-X or its equivalent. With the exception of workers' compensation, its
affiliates and subsidiaries shall be named as an additional insured with reference to CGL(i)
and Auto (ii) above in each such policy. All insurance required of Licensee under this
Agreement shall be considered primary. Licensee shall submit to VERIZON certificates by
each insurer to the effect that the insurer has insured Licensee for all potential liabilities of
Licensee under this Agreement, and that it will not cancel or change any policy of insurance
issued to Licensee except upon thirty(30) calendar days notice to VERIZON.
21.3 Licensee shall promptly advise VERIZON in writing of any and all claims for damages,
including, but not limited to, damage to property or injury to or death of persons, allegedly
arising out of or in any manner related, directly or indirectly, to the presence or use of
Licensee's Attachments.
21.4 Licensee shall furnish a Security Deposit, in lieu of a bond, in the amount of$10,000,which
shall be non-interest bearing, for the payment of any sums which may become due to
VERIZON for rentals, inspections or for work performed by VERIZON for the benefit of
Licensee under this Agreement, including the removal of Licensee's equipment pursuant to
any of the provisions hereof. All bonds must specify that VERIZON be notified thirty (30)
calendar days prior to the expiration or cancellation of the policy.
22. Taxes.
Any state or local excise, sales,or use taxes or other surcharges or fees(excluding any taxes levied
on income)resulting from the performance of this Agreement shall be 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, surcharges or fees is placed upon the other Party.The collecting Party shall charge and
collect from the obligated Party, and the obligated Party agrees to pay to the collecting Party, all
applicable taxes, surcharges or fees, except to the extent that the obligated Party notifies the
collecting Party and provides to the collecting Party appropriate documentation as VERIZON requires
that qualifies the obligated Party for a full or partial exemption. Any such taxes, surcharges or fees
shall be shown as separate items on applicable billing documents between the Parties. The obligated
Party may contest the same in good faith, at its own expense, and shall be entitled to the benefit of
any refund or recovery, provided that such Party shall not permit any lien to exist on any asset of the
other Party by reason of the contest. The collecting Party shall cooperate in any such contest by the
other Party. The other Party will indemnify the collecting Party from any such taxes, surcharges or
fees that may be subsequently levied on payments by the other Party by the collecting Party.
23. Emergency Restoration Procedures.
In the event of an emergency, restoration procedures may be affected by the presence of Licensee's
Attachments. While VERIZON shall not be responsible for the repair of Licensee's Attachments that
are damaged (except by mutual written agreement),VERIZON shall nonetheless control access to
VERIZON Poles if the restoration is to be achieved in an orderly fashion. Licensee agrees to
reimburse VERIZON for the cost of all labor, equipment, and/or materials furnished by VERIZON in
support of any restoral operations from which Licensee is a beneficiary.
23.1 Where multiple parties are involved in emergency restorations,access to VERIZON's Poles
will be controlled by VERIZON's Maintenance District Manager or a related on-site
representative according to the following guidelines:
23.1.1 Service Disruptions/Outages
a. In the event of service disruptions and/or outages, VERIZON
shall make all reasonable efforts to grant access to as many
other entities with Attachments as is reasonably safe.
b. Where simultaneous access is not possible, access will be
granted by VERIZON on a first come, first served basis.
23.1.2 Service Affecting Emergencies
a. In the event of service affecting emergencies not resulting in
service disruptions or outages, VERIZON shall make all
reasonable efforts to grant access to as many other entities
with Attachments as is reasonably safe.
b. Where VERIZON is unable to grant simultaneous access to all
other entities with Attachments, access will be granted
according to the level of damage to the Attachments of each
entity and the likelihood that a given level of damage will result
in service disruption. Where the likelihood that a service
disruption will result is not clearly discernible, access will be on
a first come, first served basis.
c. VERIZON will not undertake the partial transfer of the
Licensee's Attachment on a VERIZON Pole,except in the event
of emergency repair situations where Licensee cables or drops
are broken. In such cases, VERIZON will reserve the right to
transfer Licensee's Attachments that are still attached to
VERIZON's Pole, remove the damaged pole, leave the
repair/replacement cable work for Licensee, and bill the
Licensee the actual costs incurred to perform the Attachment
and/or Facility transfer.
23.2 Without limiting any other indemnification or hold harmless provisions of this Agreement,
Licensee agrees that any decision by VERIZON regarding access to Licensee's Attachments,
or any action or failure to act by VERIZON, under this Section 23 shall not constitute a basis
for any claim by Licensee against VERIZON for any damage to Licensee's Attachments or
disruption of Licensee's services, or any other direct or indirect damages of any kind
whatsoever incurred by Licensee.
24. Damage Suspected to Licensee's Attachments Only.
24.1 In the event Licensee receives information that Licensee's Attachments are damaged,
Licensee shall notify VERIZON of said damage. Licensee shall provide VERIZON all
information known to it regarding the damage to Licensee's Attachments.
24.2 In the event VERIZON receives notice that Licensee's Attachments are damaged,VERIZON
will notify Licensee of said damage by telephone at the Licensee's emergency telephone
number. VERIZON shall provide Licensee all information known to it regarding the damage
to Licensee's Attachments.
24.3 After the giving of such notice by either Licensee or VERIZON, Licensee shall be authorized
to perform emergency restoration maintenance activities in connection with Licensee's
Attachments, subject to the provisions of this Agreement.
24.4 Without limiting any other indemnification or hold harmless provisions of this Agreement,
Licensee agrees that any decision by VERIZON regarding access to Licensee's Attachments,
or any action or failure to act by VERIZON,appropriately or inappropriately,under this Section
shall not be the basis for any claim by Licensee against VERIZON for any damage to
Licensee's Attachments or disruption of Licensee's services, or any other direct or indirect
damages of any kind whatsoever incurred by Licensee and Licensee shall indemnify and hold
VERIZON harmless from any such claim.
25. Safety and Environmental Matters.
25.1 Licensee shall be solely responsible for assuring the safety of its employees(as well as the
public and Licensor's employees). Licensee shall be responsible for its compliance with all
requirements of laws relating to the safety of its employees including, but not limited to, all
requirements of the Occupational Safety and Health Act. In particular, but not by way of
limitation, Licensee is responsible as follows:
25.1.1 Most utility poles are treated with one or more wood preservatives.
In addition,there are a number of potential hazards associated with
working on or around utility poles including, but not limited to,
potential exposure to lead-containing products,exposure to electric
lines and falling from high places. Licensee is responsible for
surveying all poles to determine the appropriate safety practices for
its employees. Licensee is responsible for assuring that its
employees receive any and all protective equipment and clothing
and that employees receive all appropriate training. If Licensee has
any questions about the conditions at a particular pole it must
contact Licensor.
25.2 Licensee is responsible for complying with all laws designed to protect the environment
including, but not limited to, laws relating to any type of discharge to the environment as well
as laws relating to Hazardous Materials.
25.2.1 Licensee shall not bring any Hazardous Materials onto any pole
or onto any other piece of Licensor's equipment or property
without the prior written consent of Licensor. Licensor may refuse
to grant such consent in its sole discretion. Licensee shall assure
that Licensor is provided with a copy of a Material Safety Data
Sheet(MSDS)for each such Hazardous Material. Licensee shall
ensure that all Hazardous Materials contain appropriate labels
and warnings.
25.2.2 All materials, including Hazardous Materials, brought or used on
the equipment must be owned by Licensee. Licensee is
responsible for storing, using and removing all materials from
such premises in accordance with all applicable laws. Licensee
is also responsible for the proper management of all wastes that
it generates while at the premises. In the event of a spill or
breakage of Hazardous Materials, Licensee is responsible for
managing all applicable emergency response efforts required by
law or regulation. In addition to notifying the applicable
governmental agencies, Licensee shall also immediately call the
Licensor's Safety,Health and Environment Hotline at 1-800-386-
9639.
25.2.3 Licensee shall not, without express written permission of
Licensor, perform any operation or use any machinery that
requires an environmental permit.Licensor may refuse to consent
to such operation or machinery if the permit is not required for
Licensor's operations at the premises. Licensee is responsible
for preparing its own emergency response plans and performing
community reporting as may be required under federal, state or
local laws or regulations.
26.3 Licensee shall report to Licensor any condition that could have an adverse
environmental impact or that poses a potential safety hazard to any party even if Licensee did
not cause such condition.
27. Abandonment.
Nothing in this Agreement shall prevent or be construed to prevent VERIZON from abandoning,
selling, assigning or otherwise disposing of any poles or other VERIZON property usedfor 's
Attachments; provided, however, that VERIZON shall condition any such sale, assignment or other
disposition subject to the rights granted to Licensee pursuant to this Agreement. VERIZON shall
promptly notify Licensee of any proposed sale, assignment or other disposition of any poles or other
VERIZON property used for Licensee's Attachments.
28. Notices.
Any written notice to be given to a Party to this Agreement shall be in writing and given or made by
means of telegram,facsimile transmission,certified or registered mail,express mail or other overnight
delivery service,or hand delivery,proper postage or other charges prepaid,and addressed or directed
to the respective Parties as follows:
To Licensee: City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, California 90275
ATTN: City Manager
To VERIZON: VERIZON CALIFORNIA INC.
11 S. 4th Street
Redlands, California 92373
ATTN: Joint Use Administration—CAE01 NE
Any notice given by personal delivery shall be deemed to have been given on the day of actual
delivery and, if given by registered or certified mail, return receipt requested, on the date of receipt
thereof and, if given by facsimile transmission, on the day of transmittal thereof if given during the
normal business hours of the recipient and on the next Business Day if not given during normal
business hours.
29. Non-Waiver of Terms and Conditions.
No course of dealing,course of performance or failure to enforce any of term,right,condition or other
provision of this Agreement shall constitute or be construed as a waiver of any term,right or condition
or other provision of this Agreement.
30. Confidential Information.
30.1 Identification. Either Party may disclose to the other proprietary or confidential customer,
technical,or business information in written,graphic,oral or other tangible or intangible forms
("Confidential Information"). In order for information to be considered Confidential Information
under this Agreement, it must be marked"Confidential"or"Proprietary,"or bear a marking of
similar import. Orally or visually disclosed information shall be deemed Confidential
Information only if contemporaneously identified as such and reduced to writing and delivered
to the other Party with a statement or marking of confidentiality within thirty(30)calendar days
after oral or visual disclosure.
30.2 Handling. In order to protect such Confidential Information from improper disclosure,each
Party agrees:
30.2.1 That all Confidential Information shall be and shall remain the
exclusive property of the source;
30.2.2 To limit access to such Confidential Information to authorized
employees and contractors who have a need to know the
Confidential Information for performance of this Agreement;
30.2.3 To keep such Confidential Information confidential and to use the
same level of care, but in no event less than a reasonable degree of
care, to prevent disclosure or unauthorized use of the received
Confidential Information as it exercises in protecting its own
Confidential Information of a similar nature;
30.2.4 Not to copy, publish, or disclose such Confidential Information to
others or authorize anyone else to copy, publish, or disclose such
Confidential Information to others without the prior written approval
of the source;
30.2.5 To return promptly any copies of such Confidential Information to
the source at its request; and
30.2.6 To use such Confidential Information only for purposes of fulfilling
work or services performed hereunder and for other purposes only
upon such terms as may be agreed upon between the Parties in
writing.
30.3 Exceptions. These obligations shall not apply to any Confidential Information that was
legally in the recipient's possession prior to receipt from the source, was received in good
faith from a third party not subject to a confidentiality obligation to the source, now is or later
becomes publicly known through no breach of confidential obligation by the recipient, was
developed by the recipient without the developing persons having access to any of the
Confidential Information received in confidence from the source, or that is required to be
disclosed pursuant to subpoena or other process issued by a court or administrative agency
having appropriate jurisdiction,provided, however,that the recipient shall give prior notice to
the source and shall reasonably cooperate if the source deems it necessary to seek
protective arrangements.
30.4 Survival. The obligation of confidentiality and use with respect to Confidential Information
disclosed by one Party to the other shall survive any termination of this Agreement for a
period of three(3)years from the date of the initial disclosure of the Confidential Information.
31. Dispute Resolution.
31.1 Alternative to Litigation. The Parties desire to resolve disputes arising out of or relating to
this Agreement without litigation. Accordingly, except for action seeking a temporary
restraining order or an injunction related to the purposes of this Agreement,or suit to compel
compliance with this dispute resolution process, the Parties agree to use the following
alternative dispute resolution procedures as the sole remedy with respect to any controversy
or claim arising out of or relating to this Agreement or its breach. The foregoing dispute
resolution procedures shall not operate in any manner to preclude either party pursuing relief
before any regulatory agency regarding any dispute or controversy within the exclusive
jurisdiction of such agency; in the event of such a dispute or controversy, if not resolved
through negotiation,either party may pursue relief before such agency as otherwise permitted
by law.
31.2 Negotiations. At the written request of a Party, each Party will appoint a knowledgeable,
responsible representative to meet and negotiate in good faith to resolve any dispute arising
out of or relating to this Agreement. The Parties intend that these negotiations be conducted
by non-lawyer, business representatives. The location, format, frequency, duration, and
conclusion of these discussions shall be left to the discretion of the representatives. Upon
agreement, the representatives may utilize other alternative dispute resolution procedures
such as mediation to assist in the negotiations. Discussions and correspondence among the
representatives for purposes of these negotiations shall be treated as confidential information
developed for purposes of settlement,exempt from discovery,and shall not be admissible in
the arbitration described below or in any lawsuit without the concurrence of all Parties.
Documents identified in or provided with such communications, which are not prepared for
purposes of the negotiations, are not so exempted and may, if otherwise discoverable, be
discovered or otherwise admissible, be admitted in evidence, in the arbitration or lawsuit.
31.3 Arbitration. If the negotiations do not resolve the dispute within ninety(90)calendar days of
the initial written request, the dispute shall be submitted to binding arbitration by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration
Association except that the Parties may select an arbitrator outside American Arbitration
Association rules upon mutual agreement. A Party may demand such arbitration in
accordance with the procedures set out in those rules. Discovery shall be controlled by the
arbitrator and shall be permitted to the extent set out in this Section. Each Party may submit
in writing to a Party, and that Party shall so respond to, a maximum of any combination of
thirty-five(35)(none of which may have subparts)of the following: interrogatories,demands
to produce documents,or requests for admission. Each Party is also entitled to take the oral
deposition of one individual of another Party. Additional discovery may be permitted upon
mutual agreement of the Parties. The arbitration hearing shall be commenced within ninety
(90)calendar days of the demand for arbitration. The arbitration shall be held in a mutually
agreeable city. The arbitrator shall control the scheduling so as to process the matter
expeditiously. The Parties may submit written briefs. The arbitrator shall rule on the dispute
by issuing a written opinion within forty-five(45)calendar days after the close of hearings.The
times specified in this Section may be extended upon mutual agreement of the Parties or by
the arbitrator upon a showing of good cause. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction.
31.4 Expedited Arbitration Procedures. If the issue to be resolved through the negotiations
referenced in Section 31.2 directly and materially affects service to either Party's end-user
customers,then the period of resolution of the dispute through negotiations before the dispute
is to be submitted to binding arbitration shall be seven (7) calendar days. Once such a
service-affecting dispute is submitted to arbitration, the arbitration shall be conducted
pursuant to the expedited procedures rules of the Commercial Arbitration Rules of the
American Arbitration Association (i.e., rules 53 through 57).
31.5 Costs. Each Party shall bear its own costs of these procedures. A Party seeking discovery
shall reimburse the responding Party the costs of production of documents(including search
time and reproduction costs). The Parties shall equally split the fees of the arbitration and the
arbitrator.
31.6 Continuous Service. The Parties shall continue providing services to each other during the
pendency of any dispute resolution procedure and the Parties shall continue to perform their
obligations in accordance with this Agreement.
32. Compliance With Laws and Regulations.
Each Party shall comply with all federal, state, and local statutes, regulations, rules, ordinances,
judicial decisions, and administrative rulings applicable to its performance under this Agreement.
33. Force Majeure.
In the event performance of this Agreement,or any obligation hereunder,is either directly or indirectly
prevented, restricted, or interfered with by reason of fire,flood,earthquake or like acts of God,wars,
revolution, civil commotion, explosion, acts of public enemy,embargo, acts of the government in its
sovereign capacity, labor difficulties, including without limitation, strikes, slowdowns, picketing, or
boycotts, unavailability of equipment from vendor, changes requested by Customer, or any other
circumstances beyond the reasonable control and without the fault or negligence of the Party affected,
the Party affected, upon giving prompt notice to the other Party, shall be excused from such
performance on a day-to-day basis to the extent of such prevention, restriction, or interference(and
the other Party shall likewise be excused from performance of its obligations on a day-to-day basis
until the delay, restriction or interference has ceased);provided however, that the Party so affected
shall use diligent efforts to avoid or remove such causes of nonperformance and both Parties shall
proceed whenever such causes are removed or cease.
34. Assignment and Legal Name Changes.
34.1 Any assignment by either Party of any right, obligation, or duty, in whole or in part, or of any
interest,without the written consent of the other Party shall be void, except that either Party
may assign all of its rights, and delegate its obligations, liabilities and duties under this
Agreement, either in whole or in part,to any entity that is,or that was immediately preceding
such assignment, an Affiliate of that Party without consent, but with written notification. The
effectiveness of an assignment shall be conditioned upon the assignee's written assumption
of the rights, obligations, and duties of the assigning Party.
34.2 Notification of any Licensee legal name changes or the notification to VERIZON of a new
Affiliate of the Licensee shall be made in accordance with Section 28.
35. Applicable Law.
This Agreement shall be governed by and construed in accordance with the domestic laws of the state
where the Attachments reside and shall be subject to the exclusive jurisdiction of the courts therein.
36. Subsequent Law.
The terms and conditions of this Agreement shall be subject to any and all applicable laws, rules, or
regulations that subsequently may be prescribed by any federal,state or local governmental authority.
To the extent required by any such subsequently prescribed law, rule,or regulation,the Parties agree
to modify, in writing, the affected term(s) and condition(s) of this Agreement to bring them into
compliance with such law, rule, or regulation.
37. Headings.
The headings in this Agreement are inserted for convenience and identification only and shall not be
considered in the interpretation of this Agreement.
38. Entire Agreement.
This Agreement shall at all times be subject to such changes or modifications as may be required or
authorized by any regulatory commission or other governmental entity, including, but not limited to
state and federal commissions, in the exercise of its lawful jurisdiction. This Agreement constitutes
the entire agreement of the Parties pertaining to the subject matter of this Agreement and supersedes
all prior agreements, negotiations, proposals, and representations, whether written or oral, and all
contemporaneous oral agreements, negotiations, proposals, and representations concerning such
subject matter. No representations, understandings, agreements, or warranties, expressed or
implied, have been made or relied upon in the making of this Agreement other than those specifically
set forth herein.
39. No Offer.
Submission of this Agreement for examination or signature does not constitute an offer by VERIZON
for the provision of services described herein. The Agreement shall be effective only upon execution
by both Parties as provided in Section 5.
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed
effective as of the day and year last written below.
Attest VERIZO CALIFO'NIA INC.
By: I _, Li,
Name: HGPr( 2 Q. Se2'IAK
Title: V 1 G'' ee,e---s1,bei•11—
Date: I 1 — 1 1 —o S
By: 4110." I ,
Name: 1 itnd4hti 7. m&C -10n
Title: Pre...6,Z(ARA+
Date: MOLVrolaar �'�, 4;45°5—
Attest
;ooSAttest City of -ap o Palo- es
'-7
By: 4.1.tgid&„ /
City Clerk
Name: Larry Cl.. k
Title: Mayor
Date: ICI I 5
• •
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VERIZON CALIFORNIA INC. EXHIBIT A
POLE ATTACHMENT FEES
STATE: California
1. Pole Application Administration Fee $75.00 Per Attachment/Per Pole
2. Pole Attachment Fee(Rent) $25.00 Per Attachment/Per Pole(Annually)
LEGEND:
1. The application shall be accompanied by Licensee's check payable to Licensor in an amount
computed at the rate of$75 per pole.
2. Annual rental payment for pole attachment.
. • .
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verrisp
VERIZON CALIFORNIA INC. EXHIBIT B
POLE ATTACHMENT REQUEST APPLICATION NO.
FORM EG 4193(10/00)
REF.AD900.650
VERIZON CALIFORNIA INC.
11 S. Fourth Street
Redlands, CA 92373
ATTN: Joint Use Administration—CAE01 NE
In accordance with the terms of the Agreement dated ,20 ,covering use of poles in and near
,we hereby request permission to place and maintain
certain equipment upon certain poles; and, to rearrange Verizon California's facilities where required, all as
more particularly described and delineated on the strand map and rearrangement worksheets attached hereto
and made a part hereof.
Application is accompanied by following:
Application Fee $ for Poles
Inspection Fee $
CONTRACTORS
Rearrangement: Licensee Engineering:
Company Name Company Name
City/Community City/Community
Contact Tel.No. Contact Tel.No.
License No.
Dated: , 20 By
Title
Permission is hereby granted to rearrange Verizon California's facilities and to place and maintain certain
equipment on Verizon California's poles as particularly described on the rearrangement worksheets approved
by Verizon California's authorized representative on Page 1 of said rearrangement worksheets.
Billing for attachments approved herewith shall commence the first day of the month following the permit
approval date written below.
No work is to be performed until the Applicant and Verizon California have agreed on a mutually acceptable
start date.
Contact at who will arrange for Verizon California's
inspector to be present at the time and place agreed upon.
Dated: , 20 . VERIZON CALIFORNIA INC.
By
Title
• • • • •
Verikel
VERIZON CALIFORNIA INC.
EXHIBIT C
PERMIT COMPLIANCE LETTER
APPLICATION NO.
VERIZON CALIFORNIA INC.
11 S. Fourth Street
Redlands, CA 92373
ATTN: Joint Use Administration — CAE01 NE
GENTLEMEN:
PURSUANT TO SECTION 9.1 OF OUR POLE ATTACHMENT AGREEMENT WITH THE
CITY OF RANCHO PALOS VERDES DATED , AND PURSUANT
TO OUR APPLICATION NO. , DATED , THIS
WILL ADVISE THAT ALL NECESSARY CONSENTS, LICENSES AND PERMITS FROM
FEDERAL, STATE AND MUNICIPAL AUTHORITIES AND FROM PROPERTY OWNERS
TO CONSTRUCT AND MAINTAIN OUR EQUIPMENT AT THE PARTICULAR
LOCATION(S) OF YOUR FACILITIES DESCRIBED IN THIS APPLICATION HAVE BEEN
SECURED.
(Signature)
(Print name of Authorized Agent)
(Title and Date)
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VERIZON CALIFORNIA INC. EXHIBIT D
NOTICE OF REMOVAL OF EQUIPMENT APPLICATION NO.
FORM EG 4192(10/00)
REF.AD900.650
VERIZON CALIFORNIA INC.
11 S. Fourth Street
Redlands, CA 92373
In accordance with the terms of the Agreement dated , 20_, covering use of poles in
and near ,you are hereby notified
that on ,20 ,we removed all of our attachments from the poles listed below by number and
located as shown on the attached drawing.
Dated: , 20
(Licensee)
By
Title
Removal verified, , 20
By
Title
*POLE NO. *POLE NO. *POLE NO. *POLE NO.
(1) (11) (21) (31)
(2) (12) (22) (32)
(3) (13) (23) (33)
(4) (14) (24) (34)
(5) (15) (25) (35)
(6) (16) (26) (36)
(7) (17) (27) (37)
(8) (18) (28) (38)
(9) (19) (29) (39)
(10) (20) (30) (40)
*Include alphanumeric designation