HomeMy WebLinkAboutC2018-755 - 11/14/2018 - NA LICENSE AGREEMENT FOR WIRELESS INSTALLATIONS
ON PUBLIC STRUCTURES
BETWEEN
NEW CINGULAR WIRELESS PCS,LLC
D/B/A AT&T MOBILITY
AND
CITY OF CORPUS CHRISTI
EFFECTIVE DATE:
C2018-755
11/14/18
AT&T Mobility
SCANNED
TABLE OF CONTENTS
Page No.
RECITALS 1
CERTAIN DEFINED TERMS 1
1. SCOPE OF AGREEMENT 2
1.1 Scope of Agreement 2
1.2 Interference with Wireless Installations 2
2. GENERAL OBLIGATIONS 3
2.1 Technical Requirements and Specifications 3
2.2 No Liens Permitted 3
2.3 Worker Qualifications; Responsibility for Agents and Contractors 4
2.4 Utilities 4
2.5 Modification to a Network Node 4
3. APPLICATION FOR PERMIT 4
3.1 Application for Permit 4
3.2 Review of Eligible Facilities Requests 5
3.3 Technical Review 5
4. NETWORK NODES IN PUBLIC RIGHT-OF-WAY; MAXIMUM HEIGHT,
OTHER REQUIREMENTS 6
4.1 Maximum Size of Permitted Use 6
4.2 Load Analysis
4.3 Height of Attachments 6
4.4 Installations on Traffic Signals
4.5 Installation on Street Signage 6
4.6 Coordination of Traffic Signal Maintenance Activities and Emergency
Response .7
4.7 Undergrounding Provisions 7
4.8 Historic Areas and Design Districts 7
4.9 Zoning 7
4.10 Design Manual 7
5. PREPARATION OF SERVICE POLES FOR ATTACHMENT 7
5.1 Make-Ready Work and Costs 7
5.2 Completion of Make-Ready Work 8
5.3 Make-Ready Cost Reconciliation 8
5.4 Notification of Completion of Installation 9
6. OPERATION AND MAINTENANCE; RESERVATION OF RIGHTS 9
6.1 Reservation of Rights 9
6.2 RF Emissions 9
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6.3 FCC Antenna Registrations, Federal Aviation Administration ("FAA")
Compliance 9
6.4 Equipment Modification and Replacements 9
6.5 Access 10
7. CHARGES,BILLING AND PAYMENT 10
7.1 Service Pole Attachment Fee and Right-of Way Charge 10
7.2 Timing of Payment and Calculation of Number of Network Nodes 10
7.3 Transport Facilities 10
7.4 Surety Bond 10
7.5 Unauthorized Network Nodes 10
7.6 Billing and Payment Generally 11
7.7 Other Payments 11
7.8 Non-Functioning Network Nodes 11
8. AUDITS AND INSPECTIONS 11
8.1 Audits 11
8.2 Safety Inspections 12
9. SERVICE POLE REPLACEMENT AND ABANDONMENT AND
REMOVAL OF NETWORK NODES 12
9.1 Replacement or Abandonment of Service Poles 12
9.2 Removal of Network Nodes by Licensee 13
9.3 Licensee Safety or Other Violations 13
10. INSURANCE 14
10.1 Coverage and Limits 14
10.2 Required Insurance 14
10.3 Cancellation or Nonrenewal; Self-Insurance 14
11. ALLOCATION OF LIABILITIES 15
12. INDEMNIFICATION 15
12.1 Licensee Duty to Indemnify 15
13. TERM AND TERMINATION 15
13.1 Term and Renewal 15
13.2 Default 16
13.3 Licensee's Default and City's Remedies 16
13.4 City's Default and Licensee's Remedies 16
13.5 Effective Date of Termination 17
13.6 Cumulative Remedies 17
14. DISPUTE RESOLUTION PROCEDURES 17
15. CONFIDENTIALITY 17
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16. MISCELLANEOUS PROVISIONS 18
16.1 Notices 18
16.2 Force Majeure 19
16.3 Assignment and Transfer 19
16.4 Governing Law; Venue 19
16.5 Change of Law 19
16.6 Execution in Counterparts 20
16.7 Waiver 20
16.8 Severability 20
16.9 Survival 20
16.10 Waiver of Jury Trial 20
16.11 Certificate of Interested Parties 20
16.12 Conflict of Interest 21
16.13 Entire Agreement; Amendments 21
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LICENSE AGREEMENT FOR WIRELESS INSTALLATIONS
ON PUBLIC STRUCTURES
This License Agreement For Installation of Network Nodes on Service Poles in the
Public Right-of-Way(the "Agreement") is made and entered into as of _,2018
("Effective Date") by and between CITY OF CORPUS CHRISTI ("City") and NEW
CINGULAR WIRELESS PCS, LLC a Delaware limited liability company d/b/a AT&T
Mobility ("Licensee"). Licensor and Licensee shall be referred to hereafter individually as
a"Party" and collectively as the "Parties."
RECITALS
WHEREAS, Licensee seeks to affix Network Nodes to certain of Licensor's
Service Poles in the Public Right-of-Way, as defined herein;
WHEREAS, City wishes to encourage wireless infrastructure investment by
providing a fair and predictable process while enabling City to promote the management
of the rights-of-way in the overall interests of the public health, safety and welfare;
WHEREAS, City is willing to accommodate Licensee's non-exclusive use of the
Public Right-of-Way and of its Service Poles in accordance with all applicable law and the
terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, terms, and
conditions set forth in this Agreement, the Parties hereby agree as follows:
CERTAIN DEFINED TERMS
As used herein, the capitalized terms in this Section have the meaning ascribed to
them below; terms defined or described in Chapter 284 of the Texas Local Government
Code have the meaning ascribed to them in that Chapter.
"Applicable Law" or "Chapter 284" means Chapter 284 of the Texas Local Government
Code.
"City Code" means the Corpus Christi Code of Ordinances.
"City Manager" means the City Manager or designee.
"Emergency" means a situation in which there is an imminent threat of injury to person or
property, or loss of life.
"FCC" means the Federal Communications Commission.
"Person" or "Persons" means any person or entity.
"Technical Grounds" means, in light of prevailing industry engineering standards, reasons
of insufficiency of capacity, safety, reliability and/or generally applicable engineering
purposes consistent with Applicable Law.
1. SCOPE OF AGREEMENT
1.1 Scope of Agreement.
(a) Nothing in this Agreement grants Licensee the right to install Network
Nodes that do not conform to Applicable Law and this Agreement. Pursuant to Applicable
Law, Licensee has the right to access the Public Right-of-Way ("ROW") as necessary to
exercise the right to Collocate Network Nodes in the ROW and on Service Poles as
provided herein. No use of Service Poles under this Agreement shall create or vest in
Licensee any ownership or property rights in such structures.
(b) This Agreement is not exclusive and, subject to the rights provided herein,
the City reserves the right to grant permission to enter the Public Right-of-Way and to use
Service Poles in the Public Right-of- Way to Collocate Network Node facilities to other
eligible and qualified Other Parties under Chapter 284.
(c) Except as expressly provided herein, this Agreement does not grant
Licensee the authority to grant any rights under this Agreement to any Other Party without
the written consent of the City in a separate agreement in accordance with Chapter 284.
(d) This Agreement only authorizes Collocation of a Network Node on Service
Poles in the Public Right-of-Way and does not confer any rights or permission to install or
otherwise collocate Network Nodes on any other Poles or to place such Network Node in
the Public Right-of-Way.
(e) This Agreement does not grant to the Licensee an interest in any property.
1.2 Interference with Wireless Installations.
(a) To the extent not inconsistent with Chapter 284, Sec. 284.052: City will not
grant after the date of this Agreement a permit, license or any other right to any third party
if, at the time such third party applies for placement of Network Nodes in the ROW, City
knows or has reason to know that such third party's facilities may in any way adversely
affect or interfere with the Licensee's existing Network Nodes, Licensee's use and
operation of its facilities, or Licensee's ability to comply with the terms and conditions of
this Agreement.
(b) Licensee's Network Node shall strictly comply with Chapter 284, Sec.
284.304 and not cause any harmful radio frequency interference to a Federal
Communications Commission-authorized mobile telecommunications operation of any
municipality operating at the time the Network Node was initially installed or constructed
provided such installation is lawfully installed and properly operated. On written notice,
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the Network Licensee shall take all steps reasonably necessary to remedy any harmful
interference.
(c) To the extent not inconsistent with Chapter 284, Sec. 284.304: The
Licensee's Network Node collocated on Service Poles shall not cause harmful interference
to the City's public service radio frequency, wireless network, or communications
operations ("City Operations") and Other Parties' Network Nodes or similar third-party
equipment in the Public Right-of-Way or adjacent City property ("Protected Equipment")
provided that such other equipment is lawfully installed and properly operated. If
Licensee's Network Node interferes with the City's Operations, then Licensee shall
immediately cease operation of the Network Node causing said interference upon receiving
notice from the City and refrain from operating(except for intermittent tests)until Licensee
has eliminated the interference. If after notice Licensee continues to operate Network Node
(except for intermittent tests) that cause interference with City Operations, such Network
Node may be deemed unauthorized and subject to the provisions of this Agreement. If
Licensee's Network Node interferes with Protected Equipment, then Licensee shall take
the steps necessary to correct and eliminate such interference within twenty-four(24)hours
of receipt of notice from the City. If the Licensee is unable to resolve the interference issue
within this timeframe, it will voluntarily power down the Network Node causing the
interference, except for intermittent testing until such time as the interference is remedied.
(d) Following installation or Modification of a Network Node, the City
Engineer may require Licensee to test the Network Node's radio frequency and other
functions to confirm that it does not interfere with the City's Operations or Protected
Equipment provided that such other equipment is lawfully installed and properly operated.
2. GENERAL OBLIGATIONS
2.1 Technical Requirements and Specifications.
(a) At its own expense, Licensee must erect, install, repair and maintain its
Network Nodes in safe condition and good repair in accordance with applicable codes.
Changes to the requirements, specifications, rules and orders in applicable codes shall not
apply retroactively unless required by law.
(b) City may, on Technical Grounds, deny all or part of an application for
permit, or limit the number and/or technical characteristics (e.g., weight or size) of any
Network Node on any Service Poles or require relocation, replacement or removal of
Network Nodes.
2.2 No Liens Permitted. Licensee will not, directly or indirectly,create, incur,
assume or suffer to exist any lien with respect to any Service Poles or other City property
or facility resulting from any work performed by Licensee or on its behalf pursuant to this
Agreement or any act or claim against it or any of its contractors, agents,or customers and
will, at its sole expense, promptly take any action as may be necessary to discharge any
such lien within thirty (30) days of first being notified in writing of its existence.
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2.3 Worker Qualifications; Responsibility for Agents and Contractors. Each
party shall ensure that its workers and, to the extent that either may employ agents or
contractors, their workers, are adequately trained and skilled to access Service Poles in
accordance with all applicable industry and governmental standards and regulations. City
may deny access to its Service Poles to any such worker who is not so qualified, or does
not act in a safe and professional manner when accessing any Service Poles. In such event,
Licensee shall take such reasonable and necessary action so as to ensure that such worker
does not continue to access Service Poles on Licensee's behalf unless such worker is
qualified to City's reasonable satisfaction. In no event, however, shall a party be liable or
otherwise responsible for the competence or conduct of the other party's workers or those
of the other party's agents or contractors.
2.4 Utilities. Licensee shall be solely responsible for arrangement and
payment for electric service necessary in connection with Network Nodes.
2.5 Modification to Network Node.
Any Modification to a Network Node must be approved by the City Staff except
for those modifications, repairs, routine maintenance or related work that do not require a
permit under Chapter 284, Section 284.157(a) and (b). However, even for those
modifications, repairs, routine maintenance or related work that do not require a permit
under Chapter 284, Section 284.157(a) and (b), advance notice shall be given via written
letter (which may be delivered by hand or other method) to the City contact listed in
Section 16.1 as allowed by Chapter 284, Section 284.157(d)(1) - (3)7 For network or
equipment outages (including service interruption or other equipment changes that were
not routinely anticipated) or other emergencies, Licensee may access the facilities on the
same day to address the issue and shall provide the City with same day notice via letter.
For routine maintenance or scheduled equipment upgrades or modifications, Licensee
shall provide City with ten (10) days' notice via letter.
3. APPLICATION FOR PERMIT
3.1 Application for Permit. The City shall review applications for Collocation
of Network Nodes in light of their conformity with Applicable Law and City Code and
shall issue such permits on nondiscriminatory terms and conditions subject to the following
requirements:
(a) Within thirty (30) days of receiving an application for Collocation of a
Network Node,the City shall determine and notify the applicant whether the application is
complete; or if incomplete, the City must specifically identify the missing information in
such notification.
(b) The City shall make its final decision to approve or deny a complete
application no later than sixty (60) days after receipt of a complete application for a
Network Node.
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(c) The City shall advise Licensee in writing of its final decision, and in the
final decision document for a denial, the basis for that denial, including specific provisions
of City Code or Applicable Law on which the denial was based, and send the
documentation to Licensee on or before the day the City denies the application. Licensee
may cure the deficiencies identified by the City and resubmit the application within thirty
(30)days of the denial without paying an additional application fee. The City shall approve
or deny the revised application within ninety (90) days of receipt of the amended
application. The subsequent review by the City shall be limited to the deficiencies cited in
the original denial.
(d) If the City fails to act on an application within the review period specified
in this Section 3, the application shall be deemed approved.
(e) Licensee seeking to Collocate Network Nodes may, at the applicant's
discretion, file a consolidated application and receive permits for up to 30 Network Nodes.
The City's denial of any node within a single application shall not affect other nodes
submitted in the same application. The City shall grant permits for any and all nodes in a
single application that it does not deny, subject to the requirements of this Section 3.
3.2 Review of Eligible Facilities Requests. Notwithstanding any other
provision of this Agreement, the City shall approve and may not deny applications for
eligible facilities requests within sixty (60) days according to the procedures established
under 47 CFR 1.40001(c).
3.3 Technical Review. City will undertake all engineering and administrative
activities necessary to approve or deny Licensee's permit application. Such activities
include, but are not limited to, assigning a permit number, logging the permit into the
tracking system, approving any Make-Ready Work associated with the permit, informing
other attachers of Licensee's intent to attach, approving the permit, field work(inspecting
the location, taking required measurements at the location, setting up joint meetings with
other attachers if necessary, and inspecting the work.)No charges,beyond the application
fee, shall apply for processing a permit.
4. NETWORK NODES IN THE PUBLIC RIGHT-OF-WAY; MAXIMUM
HEIGHT; OTHER REQUIREMENTS
4.1 Maximum Size of Permitted Use. Collocation of Network Nodes in the
Public ROW shall be subject to the size limitations specified in Chapter 284.003 of the
Texas Local Government Code.
4.2 Load Analysis. Required industry standard pole load analysis: Installations
on all Service Poles shall have an industry standard pole load analysis completed and
submitted to the City with each permit application indicating that the Service Pole to which
the Network Node is to be attached will safely support the load,in accordance with Chapter
284.108. If pole re-enforcement is necessary, Licensee shall provide engineering design
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and specification drawings for the proposed alteration to the existing pole. Any pole re-
enforcement or replacement shall be at Licensee's sole cost. All re-enforcement or
replacement poles shall match the character of the pre- existing pole in order to blend into
the surrounding environment and be visually unobtrusive. City reserves the right to deny a
certain type of pole due to its differences. An application will not be accepted as complete
or will be deemed to have not been accepted without the appropriate engineering analysis.
4.3 Height of Attachments. All attachments on all Service Poles shall be at least
8 feet above grade, in accordance with Chapter 284, Section 284.108(a)(1) - (2) and if a
Network Node attachment is projecting toward the street, for the safety and protection of
the public and vehicular traffic, the City encourages Licensee to install the attachments no
less than sixteen (16) feet above the ground.
4.4 Installations on Traffic Signals. Installations on all Traffic signal structures
must not interfere with the integrity of the facility in any way that may compromise the
safety of the public and must be in accordance with this Agreement as allowed by Chapter
284, Section 284.056 and Section 284.101(a)(3) and (b). Installation of Network Node
facilities on any traffic signal structures shall:
a. Be encased in a separate conduit than the traffic light electronics;
b. Have a separate electric power connection than the traffic signal structure;
and
c. Have a separate access point than the traffic signal structure.
4.5 Installations on Street Signage. Installations on all street signage structures
must not interfere with the integrity of the facility in any way that may compromise the
safety of the public. Installation of Network Node facilities on any street signage structure
that has electronics shall:
a. Be encased in a separate conduit than any City signage electronics;
b. Have a separate electric power connection than the signage structure; and
c. Have a separate access point than the signage structure.
4.6 Coordination of Traffic Signal Maintenance Activities and Emergency
Response. Licensee will provide City a master key to each meter box at the time of
inspection and have the ability to temporarily cut-off electricity to its facilities for the safety
of maintenance personnel, provided City makes reasonable efforts to provide twenty-four
(24) hour prior notice to Licensee for routine maintenance. No advance notice is required
for emergency maintenance. In the event of failure of components of the traffic signal
system for whatever reason, including damage resulting from vehicular collisions,weather
related events, or malicious attacks, City will respond to restore traffic signal operations as
a matter of public safety. Should the events that result in damage or failure of the traffic
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signal system also affect Licensee's Micro Network Nodes or Network Nodes, Licensee
shall have the sole responsibility to repair or replace its Micro Network Nodes or Network
Nodes and shall coordinate its own emergency efforts with the City.
4.7 Undergrounding Provisions. Licensee shall comply with nondiscriminatory
undergrounding requirements, including City Code, zoning regulations, state law, private
deed restrictions, and other public or private restrictions, that prohibit installing
aboveground structures in a Public ROW without first obtaining zoning or land use
approval. This requirement or restriction shall not be interpreted to prohibit Licensee from
replacing an existing structure.
4.8 Historic Areas and Design Districts. Licensee must obtain advance
approval from the City before Collocating new Network Nodes in an area zoned or
designated as a Historic District or as a Design District if the district has Decorative Poles.
Such installations shall be subject to the prevailing design and aesthetic standards of such
areas.
4.9. Installation in Municipal Parks and Residential Areas. Licensee shall
comply with private deed restrictions and other private restrictions when installing
Network Nodes in Public ROW located in a Municipal park or adjacent to a street or
thoroughfare that is 1) not more than 50 feet wide; and 2) adjacent to single-family
residential lots or other multifamily residences or undeveloped land that is designated for
residential use by zoning or deed restrictions.
4.10. Zoning. All Network Nodes complying with the size parameters of
Applicable Law shall be treated as a permitted use and exempt from zoning and land use
requirement, except as otherwise provided in this Section 4. If Licensee seeks to construct
or modify a node that exceeds the height or size limits contained in this Section 4, such
installation shall be subject to applicable zoning requirements.
4.11. Design Manual. Licensee shall comply with the City's Design Manual, if
any, in place on the date a permit application is filed in relation to work for which the City
has approved a permit application.
5. PREPARATION OF SERVICE POLES FOR ATTACHMENT
5.1 Make-Ready Work and Costs. If the City elects to perform Make-Ready
Work, the provisions of Sections 5.1(a) - (d), 5.2 and 5.3 shall apply. If the City elects to
have Licensee perform Make Ready Work, the provisions of Section 5.1(b) - (d) shall
apply, but not the provisions of Sections 5.1(a), 5.2 and 5.3.
(a) City will provide Licensee with a written estimate ("Make-Ready Cost
Estimate") of the direct costs to prepare the Service Poles for attachment by Licensee
("Make-Ready Costs") within fourteen (14) days of City authorizing the permit in
accordance with Section 3. Licensee shall have sixty (60) days from the receipt of the
Make-Ready Cost Estimate to accept the terms set forth therein. City will not begin Make-
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Ready Work, as described in Section 5.2 below, until it has received Licensee's signed
approval of the Make-Ready Cost Estimate and full payment thereof("Approved Make-
Ready Cost Estimate").
(b) In the event City determines, based upon Technical Grounds, that
inadequate space exists on its Service Poles to accommodate any proposed Network Node,
such Service Poles may be replaced at Licensee's sole option and expense, with Service
Poles with adequate space to accommodate the proposed Network Node.
(c) If a Person, other than City, would have to rearrange or adjust any of its
facilities to accommodate a new Network Node, the party performing the Make-Ready
Work shall coordinate such activity at Licensee's sole expense. Licensee shall be
responsible for directly paying such other Person for its charges for the same.
(d) The Network Node shall be conditioned on the completion of all Make-
Ready Work needed to establish full compliance with applicable codes and engineering
standards;provided, however,that Licensee shall not be responsible for any third-party or
City costs necessary to correct third-party or City attachments that are non-compliant at
the time of Licensee's application. If Licensee is requested by another Person, in
comparable circumstances, to relocate or adjust any Network Node to accommodate that
Person's facilities, subject to City's written approval of such relocation,the Licensee shall
reasonably cooperate with such request and charge no more than City would be permitted
to charge for the relocation of its facilities on the applicable Service Poles under Section
5.1(a) above.
5.2 Completion of Make-Ready Work. City will complete all requested make-
ready work described in the Approved Make-Ready Cost Estimate within sixty(60) days
after receiving the Approved Make-Ready Cost Estimate and payment thereof.
5.3 Make-Ready Cost Reconciliation. If the actual and reasonable costs
incurred by City in a Make-Ready effort exceed the pre-paid Make-Ready Cost Estimate,
Licensee shall pay City the shortfall amount of such costs within sixty(60)days of receipt
of the invoice. If such Make-Ready Costs were less than the pre-paid Make-Ready
Estimate, City will refund the excess Make-Ready Payment to Licensee within sixty(60)
days following completion of the Make-Ready Work. No interest shall accrue on any
excess Make-Ready Payment credit balance or be due on any shortfall.
5.4 Notification of Completion of Installation. Within twenty (20) business
days of completing the installation of each Network Node, Licensee shall notify City of
such completion. The City may inspect installation for compliance with Applicable Law,
City Standards and this Agreement, and Licensee shall have the right to be present at and
observe any such inspections. Licensee shall make corrections to the installation within
thirty (30) business days after receiving the City's request for corrections.
6. OPERATION AND MAINTENANCE; RESERVATION OF RIGHTS
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6.1 Reservation of Rights. As permitted by Applicable Law, City reserves the
right to operate and maintain its Service Poles, to discontinue such maintenance, and to
remove its Service Poles, in the best manner required to fulfill its own service
requirements, and its public, employee and worker safety obligations.
6.2 RF Emissions.
(a) Licensee will comply with all FCC regulations regarding radio frequency
("RF")emissions and exposure limitations. Licensee is allowed to install signage and other
mitigation, such as a power cut-off switch on Service Poles, to allow workers and third
parties to avoid excess exposure to RF emissions. City's authorized field personnel will
make reasonable effort to contact Licensee's designated point of contact not less than
twenty-four (24) hours in advance to inform Licensee of the need for a temporary power-
shut-down. In the event of an unplanned outage or cut-off of power or an emergency, the
power-down will be with such advance notice as practicable. Once the work has been
completed and the worker(s) have departed the exposure area,the party who accomplished
the power-down shall restore power and inform Licensee as soon as possible that power
has been restored. The Parties acknowledge that they understand the vital nature of
Licensee's Network Nodes and agree to limit the frequency of power-downs and restore
power as promptly as much as reasonably possible.
(b) City, Licensee and other attachers which emit RF on City's Service Poles
are under an obligation to operate its own existing or future facilities to protect against RF
interference to RF signals of City,Licensee, and such other attachers,as applicable,as may
emanate or arise. City and Licensee and all others on City's Service Poles shall endeavor
to correct any interference to other networks created by its RF emissions promptly and
shall coordinate and cooperate with each other relating to the same.
6.3 FCC Antenna Registrations, Federal Aviation Administration ("FAA")
Compliance. Licensee is solely responsible for ensuring compliance with any and all FCC
antenna registration, FAA, or similar requirements with respect to the location of the
Licensee's antennas or other facilities. Without limitation, Licensee acknowledges and
agrees that City's Service Poles are not "antenna structures" under the FCC's rules and
that, accordingly, City has no obligation of its own in this regard to register them with the
FCC, the FAA, or other agency.
6.4 Equipment Modification and Replacements. Subsequent to the original
installation of Licensee's equipment, Licensee may modify or replace the equipment so
long as such modification or replacement does not increase the load on the applicable
Service Poles beyond the loading, if any, that was established in the approved application,
or involve placement of equipment outside the area designated in the approved application
without obtaining prior written consent of City.
6.5 Access. At all times throughout the Term of this Agreement, and at no
additional charge to Licensee,Licensee and its employees, agents, and subcontractors, will
have twenty-four (24) hours per day, seven (7) days per week pedestrian and vehicular
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access ("Access")to the ROW and in and on any Service Poles used or to be used pursuant
to an approved permit so that Licensee may install, operate, maintain, repair, replace,
remove, or modify its Network Nodes. City acknowledges that in the event Licensee
cannot obtain Access, Licensee shall incur significant damage. If City fails to provide the
Access granted by this Section, such failure shall be a default under this Agreement.
7. CHARGES,BILLING AND PAYMENT
7.1 Service Pole Attachment Fee and ROW Charge. The charge to Collocate a
Network Node on a Service Pole in the ROW shall be $20 per year per pole. Licensee is
authorized to remove its facilities at any time from a Service Pole in the ROW and cease
paying the Service Pole Fee to the City related to such facilities.
If any state law setting the maximum Service Pole fee is amended, preempted, or
declared to be invalid or void by a court of competent jurisdiction, in any manner that
invalidates the Service Pole fee in this Agreement, the charge to Collocate a Network
Node on a Service Pole in the ROW is the lesser of the maximum legally allowable
amount or $1,500 per service pole, effective upon amendment, preemption, or
invalidation. Licensee may elect to defer payment of the charge differential —that is the
difference between the $20 amount due per Service Pole and the new charge (i.e., the
lesser of the maximum legally allowable amount or $1,500 per network node—until the
amendment, preemption, or invalidation is ultimately upheld after the exhaustion of all
available appeals, or the running of the time for the making of such appeals, as provided
by applicable law, in which case, Licensee shall pay the City, within ninety (90) days of
the exhaustion of all available appeals, or the running of the time for the making of such
appeals, as provided by applicable law, the charge differential that accrued from the
effective date of the new charge.
7.2 Timing of Payment and Calculation of Number of Network Nodes.
(a) The ROW Fee shall be payable annually in advance for each installed and
operational Network Node, as recorded by City as of October 1 of the prior calendar year
(the "Record Date").
(b) If Licensee's records show a different number of Network Nodes for which
payment is required, Licensee shall so notify City within thirty (30) days of the relevant
invoice. City will then, following receipt of Licensee's notification, either accept in
writing Licensee's revised count/information or notify Licensee in writing that a dispute
exists about such count, in which event the Parties shall comply with the dispute
resolutions provisions of this Agreement.
7.3 Transport Facilities. Licensee's right to place Transport Facilities in the
ROW and the compensation for such facilities shall be governed by Applicable Law.
7.4 Surety Bond. City may, upon sixty (60) days' written notice, require
Licensee to furnish a surety bond (the "Surety Bond") to guarantee Licensee's payment
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and performance of sums and liabilities that may become due to City for all compensation
and liabilities required by or concerning this Agreement.
7.5 Unauthorized Network Nodes.
(a) Upon discovery of a Network Node that has not been approved by City by
permit (an "Unauthorized Network Node"), City may invoice, and Licensee shall pay to
City within ninety (90) days from receipt of the invoice, a sum equal to the lesser of(a)
the number of years since the last jointly conducted audit or (b) five (5) times the then
current Rent multiplied by the number of Unauthorized Network Nodes, unless Licensee
can produce documentation showing installation of the attachment occurred on a later
date, in which case Licensee shall pay back rent from that point forward.
(b) Within sixty (60) days of notification of an Unauthorized Network Node,
Licensee shall apply for a permit and City shall approve or deny such application for
permit in accordance with this Agreement.
(c) Upon denial of a permit, the City Manager shall give Licensee thirty (30)
days' written notice to remove any Unauthorized Network Node. If Licensee does not
remove the Unauthorized Network Node within thirty (30) days of receipt of notice, the
City Manager at his or her sole discretion may remove any Unauthorized Network Node
at Licensee's expense without any liability to the City. The City will invoice and Licensee
shall reimburse the City within ninety (90) days of receipt of the invoice for the City's
actual and reasonable costs associated with the removal of an Unauthorized Network
Node.
(d) Unauthorized Network Nodes shall not be considered a default of this
Agreement unless there is established a pattern of Unauthorized Network Nodes by
Licensee.
7.6 Billing and Payment Generally.
(a) Except as otherwise provided herein, all bills and invoices and other
requests for payment rendered under this Agreement shall be paid by Licensee within
ninety (90) days from the receipt of invoice. Interest of one percent (1%) per month (or
the highest amount permitted by law,whichever is less)of the total amount due and unpaid
will apply to any unpaid amount after ninety (90) days from the receipt of the invoice.
(b) Licensee shall notify City within thirty(30) days of the date of the invoice
of any dispute, with sufficient particularity to identify the amounts in, and grounds for,
dispute.
7.7 Other Payments.
The Network Node Public Right-of-Way Rate, the Collocation on Service Pole
Attachment fee, the Transport Facility fee, if required by Applicable Law, (collectively
referred to as "Rental Fees") and the permit application fees payable under Chapter 284,
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shall be exclusive of, and in addition to all ad valorem taxes, special assessments for
municipal improvements, and other lawful obligations of the Licensee to the City.
7.8 Non-Functioning Network Nodes.
Licensee shall continue to pay Rental Fees for Network Nodes attached to Service Poles
that are no longer in service or operational if the Network Nodes attached to Service Poles
occupy the Public Right-of-Way.
8. AUDITS AND INSPECTIONS
8.1 Audits.
(a) Licensee and City shall cooperate in determining the total number of
Network Nodes. This determination shall be based on an on-going inventory of permits
for those Network Nodes which have been installed and are operational. City has the right
to require a jointly conducted physical audit of Network Nodes no more frequently than
once every five (5) years, unless Licensee is responsible for a Default under this
Agreement, in which case City may audit no more frequently than once a year(until such
default is cured). City must provide ninety (90) days' written notice of any audit. The
actual and reasonable cost of such audits will be shared equally by City and Licensee.
(b) Licensee and City may mutually agree that in lieu of such a jointly
conducted physical audit, the number of Network Nodes may be determined from existing
maps and attachment records, in which case, each Party shall make all relevant maps and
records available to the other Party and the number of Network Nodes shall be
cooperatively determined.
8.2 Safety Inspections. City may conduct, at its sole expense, inspections of
Network Nodes on Service Poles and to conduct inspections in the vicinity of Network
Nodes. City shall give Licensee sixty (60) days' prior written notice of such inspections
and Licensee shall have the right to be present at and observe any such inspections, at
Licensee's sole expense. However, in the event of an Emergency for which City must
promptly provide or restore safe and reliable service to a customer,City may conduct such
inspections immediately and without prior notice to Licensee. Notwithstanding the
foregoing,Licensee shall pay City for its actual and reasonable costs for safety inspections
performed for the purpose of determining if a safety violation of which City has provided
written notice to Licensee has been corrected by Licensee.
9. SERVICE POLE REPLACEMENT AND ABANDONMENT AND
REMOVAL OF NETWORK NODES
9.1 Replacement or Abandonment of Service Poles.
(a) If for safety, reliability or operational reasons, or due to government
requirements,City replaces a Service Pole to which Network Nodes are affixed,City will,
upon ninety (90) days' written notice, at Licensee's expense, remove the Network Node
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located on the original Service Poles, and transfer it to the replacement Service Poles. In
such a case,Licensee shall reimburse City for the actual and reasonable expenses incurred
by City for transferring Network Node.
(b) Notwithstanding the foregoing, in the case of an Emergency, City may
remove, or replace the Network Nodes or transfer them to replacement Service Poles, or
perform any other work in connection with said Network Nodes that may reasonably be
required to maintain, replace, remove or relocate the Service Poles. In such a case,
Licensee shall reimburse City for the actual and reasonable expenses incurred by City to
remove, replace or transfer the Network Node. In the event of an Emergency, City shall
notify Licensee as soon as practicable, but in no event later than twenty-four (24) hours
after the Emergency.
(c) If City desires to abandon any Service Poles, it shall give Licensee ninety
(90) days' written notice, and within such time, Licensee may remove, relocate or
otherwise dispose of its Network Nodes. If the Network Provider opts to relocate its
Network Nodes, it shall notify the City Manager in writing not less than ten (10)business
days prior to relocation. The City will make a good-faith effort to assist with identifying
a Service Pole in a nearby Right-of-Way for the Network Node. Network Provider shall
obtain all permits required for relocation of its Network Nodes prior to relocation. City
shall waive the application fees and transfer all remaining rights to the new Service Pole
so long as such relocation was not directly caused by Licensee.
(d) If a City's Service Poles needs to be replaced to accommodate Network
Nodes, City will replace the Service Poles and Licensee will reimburse City for all actual
and reasonable costs directly incurred by City to do so. City may,but shall not be required
to, transfer the affected Network Node to the replacement Service Poles after providing
ninety (90) days' written notice to Licensee of the requirement to move. In the event that
City transfers the affected Network Nodes, unless otherwise provided in a written
agreement between the Parties, Licensee shall reimburse City for any actual and
reasonable costs associated therewith.
(e) If, upon expiration of any required notice period for removal, Network
Node(s) has/have not been removed, City may at Licensee's sole expense, remove and
dispose of the Network Node(s), without any liability to Licensee for such removal and
disposition.
9.2 Removal of Network Nodes by Licensee. Licensee may at any time
remove Network Nodes from Service Poles and shall give City notice of such removal
within thirty (30) days after removal. No refund of any fees paid will be due on account
of such removal except as provided for in Section 13.4 or if triggered by casualty, fire or
other harm affecting any Service Poles ("Casualty Event"). City will provide notice to
Licensee of any Casualty Event as soon as reasonably possible thereafter. In the event of
damage by a Casualty Event to a Service Pole that cannot reasonably be expected to be
repaired within forty-five (45) days following such Casualty Event or which City elects
not to repair, or if such Casualty Event is reasonably expected to disrupt Licensee's
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operations on the Service Poles for more than forty-five (45) days, then Licensee may, at
any time following such Casualty Event: (i) terminate the applicable permit, or affected
portion thereof, upon fifteen (15) days' written notice to City; (ii) place a temporary
facility, if feasible, at a location equivalent to Licensee's current use of the Service Pole
until such time as the Service Pole is fully restored to accommodate Licensee's Network
Node; or (iii) permit Licensee to submit an new application for permit for an alternate
location equivalent to Licensee's current use of the Service Pole, and City shall waive the
application fee and transfer all remaining rights to the new Service Pole so long as such
relocation was due to a Casualty Event not directly caused by Licensee. Any such notice
of termination shall cause the applicable permit,or affected portion thereof,to expire with
the same force and effect as though the date set forth in such notice were the date originally
set as the expiration date of the applicable permit. The Rent shall abate during the period
of repair following such Casualty Event in proportion to the degree to which Licensee's
use of the Service Pole is impaired. Licensee will be entitled to collect all insurance
proceeds payable to Licensee on account thereof and to be reimbursed for any prepaid
Rent on a pro rata basis.
9.3 Licensee Safety or Other Violations. If City discovers any regulatory,
safety or other violation of this Agreement with respect to Network Nodes, it shall notify
Licensee and Licensee shall have sixty (60) days in which to remedy such violations,
except that City may require quicker action in Emergency situations.
10. INSURANCE
10.1 Coverage and Limits. Licensee shall at its sole cost and expense maintain
the insurance coverage and limits required by this Section during the Term of this
Agreement. Licensee agrees to procure the required insurance from an insurance company
having and maintaining an A.M. Best rating of at least A-VII and deliver to City a
Certificate of Insurance evidencing the types of insurance and policy limits required.
10.2 Required Insurance.
(a) Workers' Compensation and Employer's Liability insurance,as required by
statute, with Employer's Liability limits of$500,000 each accident, $500,000 by disease
policy limits, and $500,000 by disease each employee. To the extent allowed by law, the
policy must include a blanket waiver of subrogation in favor of City.
(b) Commercial General Liability insurance written on Insurance Services
Office (ISO) Form CG 00 01 or a substitute form providing equivalent coverage, with
limits of:
$2,000,000 General Aggregate Limit
$1,000,000 Each Occurrence
$1,000,000 Each Occurrence - Personal Injury and Advertising Injury
$2,000,000 Products/Completed Operations Aggregate Limit
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The Commercial General Liability policy must include City as an additional insured
on a primary and non-contributory basis and a waiver of subrogation in favor of City.
(c) Business Automobile Liability insurance with limits of $1,000,000
Combined Single Limit for each Accident for Bodily Injury and Property Damage,
extending to all company-owned, leased, and non-owned vehicles.
(d) Umbrella/Excess Liability insurance with limits of $1,000,000 for each
occurrence and in the aggregate.
10.3 Cancellation or Nonrenewal; Self-Insurance. Licensee may meet the
required insurance coverage and limits with any combination of primary and
umbrella/excess liability insurance. Licensee shall provide at least thirty(30)days advance
written notice of cancellation or non-renewal of any required insurance that is not replaced.
Licensee will require any subcontractors performing work under this Agreement to
maintain coverage and limits at least as broad as those listed above. With respect to any
required policy that is issued on a "claims-made" basis, Licensee agrees to maintain
coverage for two (2) years following the Term of this Agreement. Notwithstanding the
foregoing, Licensee may self-insure the required insurance under the same terms and
conditions as outlined above.
11. ALLOCATION OF LIABILITIES
Each Party shall be liable for all damages for such injuries to third Persons or any
third Person's property proximately caused by the Party's negligence or willful misconduct
or by its failure to comply at any time with the practices herein provided. As used in the
immediately preceding sentence, reference to injury to property shall be deemed to refer to
physical damage to physical property.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO
THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT
DAMAGES SUFFERED BY THE OTHER PARTY OR BY ANY CUSTOMER OR
ANY PURCHASER OF SUCH PARTY OR ANY OTHER PERSON, FOR LOST
PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, WHETHER BY
VIRTUE OF ANY STATUTE, IN TORT OR IN CONTRACT, UNDER ANY
PROVISION OF INDEMNITY, OR OTHERWISE.
12. INDEMNIFICATION
12.1 Licensee Duty to Indemnify.
Licensee shall indemnify and hold the City and its officers and
employees harmless against any and all claims, lawsuits, judgments,
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costs, liens, losses, expenses, fees (including reasonable attorney's fees
and costs of defense), proceedings, actions, demands, causes of action,
liability, and suits of any kind and nature, including personal or bodily
injury (including death), property damage, or other harm for which
recovery of damages is sought that is found by a court of competent
jurisdiction to be caused solely by the negligent act, error, or omission of
the Licensee, any agent, officer, director, representative, employee,
affiliate, or subcontractor of the Licensee, or their respective officers,
agents, employees, directors, or representatives, while installing,
repairing, or maintaining facilities in a public right-of-way. The
indemnity provided by this subsection does not apply to any liability
resulting from the negligence of the City, its officers, employees,
contractors, or subcontractors. If the Licensee and the City are found
jointly liable by a court of competent jurisdiction, liability shall be
apportioned comparatively in accordance with the laws of this state
without, however, waiving any governmental immunity available to the
City under state law and without waiving any defenses of the parties
under state law. This Section is solely for the benefit of the City and the
Licensee and does not create or grant any rights, contractual or
otherwise, to any other person or entity.
13. TERM AND TERMINATION
13.1 Term and Renewal. This Agreement shall commence as of the Effective
Date, and, if not lawfully terminated sooner, remain in full force and effect for a term of
five (5) years, and will automatically renew for five (5) successive five (5) year terms,
unless Licensee gives City written notice of termination at least one hundred and eighty
(180) days prior to the expiration of the then-current term. Upon termination of this
Agreement, Licensee shall remove Network Nodes from all Service Poles within one
hundred and eighty (180) days. If not so removed within one hundred and eighty (180)
days following such termination,City shall have the right to remove such Network Nodes,
and to dispose of same, at Licensee's sole expense and without any liability to Licensee
for such removal and disposition.
13.2 Default. If either Party fails to perform or observe any material term or
condition of this Agreement within sixty (60) days after receipt of written notice of such
failure from the other Party, then such Party will be in default of the Agreement
("Default"). No such failure, however, will be deemed to exist if a Party has commenced
to cure such Default within such period and provided that such efforts are prosecuted to
completion with reasonable diligence.
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13.3 Licensee's Default and City's Remedies. If Licensee does not cure its
Default within the allotted time period, City may, at its reasonable discretion, take any one
or more of the following actions:
(a) suspend Licensee's access to the ROW or any or all of City's Service
Poles;
(b) terminate the specific permit(s) or affected portions thereof granted to
Licensee covering ROW access and the Service Poles(s) to which such Default is
applicable;
(c) require the obligation to be fulfilled;
(d) remove, relocate, or rearrange Network Nodes to which such Default
relates (all at Licensee's sole expense);
(e) decline to permit additional Network Nodes under this Agreement until all
such Defaults are cured;
(f) exercise its rights with respect to the Surety Bond; and/or
(g) only in the case of a pattern or practice of Defaults, terminate this
Agreement.
13.4 City's Default and Licensee's Remedies.
(a) If City does not cure its Default within the allotted time period, Licensee
may, at its reasonable discretion,either terminate this Agreement or demand that the terms
of this Agreement be complied with.
(b) If City Defaults and Licensee elects to terminate the Agreement,City shall
refund any portion of advanced, prepaid Rent actually paid by Licensee pro-rated for any
period of the Term remaining following the effective date of the termination of this
Agreement. City shall make such refund within sixty (60) days of the effective date of
such termination.
13.5 Effective Date of Termination. Any termination under Sections 13.3(b),
13.3(g) or 13.4(a) shall be effective upon written notice from the terminating Party to the
other Party. Such notice will identify the effective date of the termination,which effective
date may be as early as the effective date of the notice under Section 16.1.
13.6 Cumulative Remedies. The remedies provided by this Section 13 are
cumulative and in addition to any other remedies available under this Agreement or
otherwise.
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13.7. State Law Preemption. If any state law requiring collocation of network
nodes on municipal service poles is repealed,pre-empted,or declared to be invalid or void
by a court of competent jurisdiction, in any manner that invalidates the provisions of this
Agreement related to the collocation of network nodes, either Party shall have the right to
terminate upon the exhaustion of all available appeals, or the running of the time for the
making of such appeals, as provided by applicable law; provided, however, if either Party
elects to terminate this Agreement, the Party electing to terminate shall give the other
Party ten (10) days' written notice of its intent to terminate, and Licensee shall have one
hundred and eighty (180) days to remove, relocate or otherwise dispose of its Network
Nodes.
14. DISPUTE RESOLUTION PROCEDURES
As a condition precedent to the initiation of any litigation, the Parties shall in good
faith attempt to settle any dispute arising out of or relating to this Agreement through upper
management escalation and non-binding mediation. Either Party may give the other Party
written notice of any dispute not resolved in the normal course of business. The dispute
shall be escalated to upper management to exchange relevant information and attempt to
resolve the dispute. If the matter has not been resolved within thirty(30) business days of
receipt of the disputing Party's notice,either Party may initiate mediation. Such mediation
shall take place at a mutually agreeable location. In the event that such dispute is not
resolved within ninety (90)calendar days following the first day of mediation,either Party
may initiate litigation. In case of a failure of either Party to follow the foregoing,the other
Party may seek specific enforcement of such obligation in the courts having jurisdiction
hereunder.
15. CONFIDENTIALITY
Unless otherwise authorized by this Section,neither Party shall at any time disclose,
provide,demonstrate or otherwise make available any confidential information of the other
Party ("Confidential Information"). "Confidential Information" shall include any
information of a confidential or proprietary nature disclosed by a Party to this Agreement
to the other Party, including the financial terms and conditions of this Agreement. Each
Party shall use its best efforts and shall cause its officers,directors,employees, lenders and
agents (including retained attorneys and consultants) to whom such Confidential
Information may be disclosed to safeguard the confidentiality of the other Party's
Confidential Information. At a minimum,such precautions shall include,but not be limited
to, all precautions taken to ensure the confidentiality of such Party's own Confidential
Information. Confidential Information may be disclosed (a) with the non-disclosing
Party's prior written consent,or(b)as may be required by Applicable Law,including Texas
Public Information Act, Tex. Gov't Code Ann. §552.001 et. seq., or governmental
authorities (including but not limited to disclosures necessary to obtain permits and other
regulatory approvals); provided that the Party making such disclosures shall seek, and use
all reasonable efforts, to obtain confidential treatment for the same. Notwithstanding
anything in this Section 15 or elsewhere in this Agreement to the contrary, Licensee shall
have the right, without the necessity of obtaining City's consent, to provide copies of this
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Agreement (with financial terms redacted) and the locations of Service Poles to third
Persons as may be necessary to obtain required authorizations, or where otherwise
compelled by law. Confidential Information must be marked "Confidential Information."
16. MISCELLANEOUS PROVISIONS
16.1 Notices. Except as provided below, all written notices shall be effective
upon actual delivery or completed facsimile addressed to the other Party as follows:
To City:
City of Corpus Christi
Attn: Director, Development Services
2406 Leopard Street/78401
P.O. Box 9277/78469-9277
Corpus Christi, Texas
Facsimile: 361-826-3006
in each of the above cases, with a copy sent to:
City of Corpus Christi
Attn: Asst. City Manager, Business Support Services
1201 Leopard Street/78401
P. O. Box 9277 /78469-9277
Co us Christi, Texas
To Licensee (including bills):
New Cingular Wireless PCS, LLC
Attn: Network Real Estate Administration
575 Morosgo Drive NE
Atlanta, GA 30324
Re: Network Node on Public Service Poles (Corpus Christi, Texas)
Fixed Asset#
in each of the above cases (excluding bills),with a copy sent to:
New Cingular Wireless PCS, LLC
Attn: Legal Department, Network Operations
Re: Network Node on Public Service Poles (Corpus Christi, Texas
Fixed Asset#
208 S. Akard Street
Dallas, TX 75202-4206
Contact Number for day to day operations:
City: 361-826-3240
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Licensee: 1-800-638-2822
Any Party may change its address or other contact information at any time by
giving the other Party, and Persons named above, written notice of said change.
16.2 Force Majeure. Deadlines for completing work and providing notice under
this Agreement shall be suspended for a reasonable period upon the occurrence of a force
majeure event.
16.3 Assignment and Transfer. This Agreement shall be binding upon,and inure
to the benefit of, the successors and assigns of the Parties. Except as otherwise provided
in this Agreement, neither Party shall assign this Agreement or its rights or obligations to
any firm, corporation, individual, or other entity, without the written consent of the other
Party, which consent shall not be unreasonably withheld. Licensee may assign its rights
and obligations to an affiliate without consent upon thirty (30) days' written notice.
Affiliate for purposes of this provision is any entity that controls, is controlled by, or is
under common control with a Party.
16.4 Governing Law; Venue. This Agreement shall be interpreted, construed,
and enforced, in accordance with the laws of the State of Texas, without regard to its
conflict of laws principles, and, where applicable, federal law. Venue for any action
arising hereunder shall be in Nueces County, Texas.
16.5 Change of Law. In the event that any legislative, regulatory, judicial, or
other action ("new law") affects the rights or obligations of the Parties,or establishes rates,
terms or conditions for the construction, operation, maintenance, repair or replacement of
a Network Node on public infrastructure or in the Public ROW,that differ, in any material
respect from the terms of this Agreement, then either Party may, upon thirty (30) days'
written notice, require that the terms of this Agreement be renegotiated to conform to the
new law on a going forward basis for all existing and new small cell installations, unless
the new law requires retroactive application. In the event that the Parties are unable to agree
upon such new terms within ninety (90) days after such notice, then any rates contained in
the new law shall apply from the 90th day forward until the negotiations are completed or
a Party obtains a ruling regarding the appropriate conforming terms from a commission or
court of competent jurisdiction. Except as provided in the proceeding, all terms in this
Agreement shall remain in effect while the Parties are negotiating.
16.6 Execution in Counterparts. This Agreement may be executed in several
counterparts,including by counterpart facsimiles or emails,each of which shall be deemed
an original, and all such counterparts together shall constitute one and the same
instrument.
16.7 Waiver. The failure of either Party to insist on the strict enforcement of any
provision of this Agreement shall not constitute a waiver of any provision.
20
16.8 Severability. If any portion of this Agreement is found to be unenforceable,
the remaining portions shall remain in effect and the Parties shall begin negotiations for a
replacement of the invalid or unenforceable portion.
16.9 Survival. The terms and provisions of this Agreement that by their nature
require performance by either Party after the termination or expiration of this Agreement,
shall be and remain enforceable notwithstanding such termination or expiration of this
Agreement for any reason whatsoever.
16.10 Waiver of Jury Trial. Each Party waives its right to a trial by jury on
disputes arising from this Agreement.
16.11 Certificate of Interested Parties. Licensee agrees to comply with Texas
Government Code Section 2252.908 and complete Form 1295 Certificate of Interested
Parties as part of this Agreement. Form 1295 requires disclosure of "interested parties"
with respect to entities that enter contracts with cities. These interested parties include:
(1) persons with a"controlling interest" in the entity, which includes:
a. an ownership interest or participating interest in a business entity by
virtue of units, percentage, shares, stock or otherwise that exceeds 10
percent;
b. membership on the board of directors or other governing body of a
business entity of which the board or other governing body is composed of
not more than 10 members; or
c. service as an officer of a business entity that has four or fewer
officers, or service as one of the four officers most highly compensated by
a business entity that has more than four officers.
(2) a person who actively participates in facilitating a contract or negotiating
the terms of a contract with a governmental entity or state agency, including a broker,
intermediary, adviser or attorney for the business entity. Form 1295 must be electronically
filed with the Texas Ethics Commission at
https://www.ethics.state.tx.us/whatsnew/elf info_form1295.htm. The form must then be
printed, signed, notarized and filed with the City. For more information,please review the
Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html.
16.12 Conflict of Interest. Developer agrees to comply with Chapter 176 of the
Texas Local Government Code and file Form CIQ with the City Secretary's Office, if
required. For more information and to determine if you need to file a Form CIQ, please
review the information on the City Secretary's website at
http://www.cctexas.com/government/city-secretary/conflict-disclosure/index.
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16.13 Entire Agreement; Amendments. This Agreement embodies the entire
agreement between Licensee and City with respect to the subject matter of this Agreement
and supersedes all prior agreements and understandings, oral or written, with respect
thereto. Each Party acknowledges that the other Party has not made any representations
other than those contained herein. This Agreement may not be amended or modified orally,
but only by an agreement in writing signed by the Party or Parties against whom any
waiver, change, amendment, modification, or discharge may be sought to be enforced.
Remainder of page intentionally left blank; signature page to follow.
22
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
CITY OF CORPUS CHRISTI NEW CINGULAR WIRELESS PCS, LLC, a
Delawaremited Liability Company
/
-
Keith Selman (' 74- -71L_T-
/
Interim City Manager
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Da Date
ATTEST:
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Re•ecca Huerta
City Secretary
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Date
APPROVED AS TO LEGAL FORM:
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Buck Brice (Date)
Assistant City Attorney
For City Attorney