HomeMy WebLinkAbout2010/03/09 Item 4
CITY COUNCIL
AGENDA STATEMENT
SUBMITTED BY:
~\~ CITY OF
.,. (HULA VISTA
MARCH 9, 2010, ItemL
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA ESTABLISHING A MASTER
COMMUNICATIONS SITE LICENSE AGREEMENT WITH
CLEAR WIRELESS LLC, (CLEARWIRE) FOR THE
INSTALLATION AND OPERATION OF AS MANY AS 25
WIRELESS TELECOMMUNICATIONS FACILITIES OR
SUBST ANTIALL Y SIMILAR FACILITIES ON CITY-
OWNED AND/OR CONTROLLED PROPERTY, SUBJECT
TO ALL NECESSARY APPROVALS, FOR A PERIOD OF 10
YEARS WITH AN OPTION TO RENEW FOR AS MANY AS
FOUR ADDITIONAL 5-YEAR TERMS; AND
AUTHORIZING THE MAYOR TO EXECUTE THE
AGREEMENT ~
DIRECTOR OF CONSERVATION & ENVIRONMENT A
SERVICES .
ASSISTANT CIT~GER ~
CITY MANAGE- or
4/5THS VOTE: YES D NO II]
ITEM TITLE:
REVIEWED BY:
SUMMARY
Conservation & Environmental Services Department (CES) is submitting a Master
Communications Site License Agreement (MLA) for the City Council's review and
consideration. Adoption of the proposed resolution would establish a MLA between the
City and Clear Wireless LLC, a Nevada limited liability company (Clearwire) for the
installation of as many as 25 total wireless telephone facilities (WTF) on property owned
and/or controlled by the City.
The proposed MLA includes mutually beneficial and agreed upon terms that are
consistent with those provided to other wireless carriers including, but not limited to,
establishing a new MLA for one ten-year term with up to four additional five-year
options that are subject to the City's review and approval. The MLA also provides an
additional rent reduction incentive for a smaller site option. The City retains its preferred
technical conditions and will receive an annual fee adjustment of 3% that maintains the
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MARCH 9, 2010, ItemJ
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fees at market value and makes them comparable to other City MLA carriers relative to
the size and impact of their facilities.
ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed activity, approval of
a Master Licensing Agreement, for compliance with the California Environmental
Quality Act (CEQA) and has determined that the activity is not a "Project" as defined
under Section 15378 of the State CEQA Guidelines; therefore, pursuant to Section 15060
(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Although
environmental review is not necessary at this time, each individual wireless
telecommunication facility will have environmental review once the projects are further
defined, and a CEQA determination will be completed prior to installation of any new
facilities.
RECOMMENDATION
Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
The City Council approved Resolution 18601 on March 18, 1997, conceptually
approving the marketing of City properties for use by telecommunications companies.
On September 16, 1999, the City Council approved Master License Agreements (MLA)
with AT&T and Cox PCS, Assets, LLC for installation and operation of as many as 50
wireless communication sites on property owned and/or controlled by the City. The City
also approved an MLA with Pacific Bell Wireless, LLC for as many as 25 sites in
November 2002, with Cricket for as many as 35 sites in February 2006, with the New
Cingular (AT&T) for as many as 25 sites in July 2007, with T-mobile for 25 sites in
December 2007, and a "Network License and Encroachment Agreement" with NextG for
up to 100 facilities on City streetlights in October 2009.
In 1998, when the City began negotiations, Council originally directed staff to negotiate
rates that would provide wireless carriers an incentive to come to Chula Vista. It was
Council's desire at that time to see Chula Vista commercial and residential consumers
have the opportunity to be early adopters of the technology and benefit from the
competition of multiple carriers. Staff reached out to the industry, held workshops, and
invited them to the City to structure "master" agreements that would provide prompt
entry at below-market rates. Eleven years later, now that the technology is readily
available and provides competitive options, Council has asked staff to ensure that the
City is receiving market rates for its sites.
Additionally, over a relatively short period of time, the technology has evolved from a
unique business tool, used by a few people, primarily in commercial areas, to a common
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MARCH 9, 2010, Item~
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business and household convenience used almost everywhere. That has put tremendous
demand on sites in predominantly residential areas with few site options. The increase in
sites to cover the varied topography of a growing city increases exponentially by: 1) the
limitations that each site can carry during peak periods, 2) the increased intensity of
bandwidth use for items such as music, video, and internet uses versus the original voice
functions, and 3) the desire to accommodate more carriers with the expectation of
fostering greater consumer choice and competition for price and service quality. The
public demand for these services continues to grow and all of these issues place a greater
demand on sites, particularly in residential neighborhoods. Federal and state law does
not allow cities to deny permits based on health or solely on aesthetics issues. The
Council and staff have worked with industry for many years on a "master license
agreement" approach to reduce the pressure on siting these facilities in less appropriate
areas.
The MLAs provide the City with an opportunity to work cooperatively with the carriers
to expedite their projects, provide adequate volume and coverage needed to meet public
demand, provide incentives to pursue sites that have the least impact to residents, and
meet the aesthetic and safety goals of the community while capturing revenue that helps
the City fund public services at no additional cost to the ratepayer. Above all, the
wireless industry values rapid deployment and works with the City to accommodate the
community's objectives based predominantly on our ability to demonstrate a record of
timely zoning and construction approvals that support that goal. The City Attorney's
Office, Finance, Planning, and Risk Management have provided critical assistance to
CES in developing and securing the MLA terms needed to protect the public interest
while meeting the objectives of the communications industry.
Clearwire is a telecommunications service provider that is seeking to expand and improve
its coverage in the region and establish a Chula Vista network to compliment their
regional network and affiliation with Sprint. Some of their sites may be co-located on
existing Sprint sites. Staff is recommending that the City execute an MLA between the
City and Clear Wireless LLC, Clearwire (Attachment 1) which outlines mutually
beneficial terms based predominantly on the terms and conditions currently in place with
other City MLA partners.
MASTER LICENSE AGREEMENT: The MLA allows Clearwire to install as many as 25
total WTF's on property owned and/or controlled by the City and to operate within the
scope of this MLA for a period often (10) years. The MLA allows for as many as four
additional five-year terms, each with the written request of Clearwire and the subsequent
written approval of the City Manager. Prior to the renewal of each five-year term, the
annual license fee is subject to renegotiation to ensure that the City is receiving market
value for its facilities. Clearwire has completed that negotiation on what staff considers
to be mutually beneficial terms. Clearwire' s annual license fees vary based on the
footprint of the site impacted as well as the size and number of antennae and cabinets.
The annual fee for each WTF site that includes up to (2) large or small cabinet and up to
(12) twelve antennas is as follows:
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MARCH 9, 2010, Item Lj..
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Escalator of 30/0
Up to 2 Small Cabinets
or I Large Cabinet &
Year 12 Antennae*
31-Dee Annual Monthly
~~
IIIiII!IIBII
~I
IEImII
2014
2015
2016
';2017 :.,..
2018
:;,.2019' 1
2020
21,000
;~~~,*'~':,;~~'2i;'6~O
22,279
.i-. /",",,::22,947
23,636
~}~~,! ,):~,:':;t~24~345
25,075
~'t,,;!;'::'~0:~ttS:827.~
26,602 2,217
\,;~;,(fJ.'.~'j;~;,Z1~400 ':C ~.;j,::,;J'ff2,283
1,750
:' ",'_,_cfl;iIo3
1,857
::,;"if,'; 1.912
1,970
- .,-2.029
2,090
Up to I Cabinet &
9 Antennae**
Annual Monthly
~ ~
I......'
I.
III
.-
Up to I Cabinet &
6 Antcnnae***
Annual Monthly
28,222 2,352
14,008
,:: '.',-,':' 14,428
14,861
. . ;\:; 15,037
15,766
".:: 16,239
16,726
":"'::--'17;228
17,745
" - ~? 18,277
18,826
" - .- "909
1,238
10,596
::::,:;:",10.914
11,241
::; ',:, :<'.: :11;579
11,926
,,;::-:: ";.: 12,284
12,652
"H:jf~>:i"%:~:,13~032'
13,423
~>?fi:f~~i\'i3;82S ;
14,240
..
1,314
, --1.353
1,394
,. ;~,?:1~436
1,479
-'.- .:'.1,523
1,569
I
I
I
.
994
.. 1,024
1054
. ': 1086
1119
1187
. Maximum 10'xI0' area or enclosure ( 1 Large cabinet; approximately 51"W x 78"H x 42"0)
** Maximum 7'xT area or enclosure one cabinet
... Approximately 26"x 55"x 26" area (small cabinet)
2010 Annual Fee of$21,000 separately ~ 12 Antennae@$13,535& 100sq ft foot print@$7,654
$4,500 Annual Fee for 3 antennae and I cabinet of27 cubic feet or less
Clearwire has agreed to annual 3% rate adjustment and the chart line items reflect the 3%
annual increase. In some instances, 'Clearwire will require a site for antennas or cabinets
only. Staffhas also accommodated Clearwire's request for a rent option for a smaller site
configuration that they expect to use ftequently. The annual license fee for those
facilities will be less than a full site as identified in the table above. The MLA would
also continue to include a clause that reduces these rates by as much as 40% with
Clearwire if they propose projects that underground the cabinets and pedestals or take
other similar measures to reduce the impacts to land use. Council approved a similar
clause in the previous MLA's and subsequent renewals.
Clearwire is required to comply with all local, state and federal applicable laws. The
Schedule of Premises shall be administratively approved for each site and contain
specific conditions that must be satisfied and maintained in order to use the wireless
facility. The Schedule of Premises will be submitted to the Zoning Administrator and
circulated to the Director of Conservation & Environmental Services and all other
appropriate departments. Clearwire shall continue to pay the appropriate full staff costs
for processing each submittal. All of Clearwire' s construction, installation, maintenance
and removal of the WTF facilities will be at their sole responsibility and cost. If
Clearwire causes any damage to the public right of way or City property, they are
required to repair it promptly at their sole cost. Clearwire will not be allowed to activate
their site until the City signs off on final construction. The original MLA, the Schedule
of Premises for each site and City Municipal Code provide for a number of risk
mitigation measures for the City including: indemnity; insurance requirements; limitation
on remedies available to Clearwire in the event of a City breach; and reservation of the
City's emergency and police powers.
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MARCH 9, 2010, Item-.!1
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IMPACTS ON CITY PROPERTY: The installation will vary depending on the site Clearwire
needs. As mentioned, all installations will be required to receive all applicable permits
and Clearwire will work closely with Planning, Public Works, CES, and a representative
from the host department to assure that they do not interfere with City operations or
facility maintenance. The three primary types of installations are building mounted,
ground mounted, and light standard mounts. Building mounted installations generally
involve mounting antennas on the facade or on the roof of the building, in addition to
accommodating equipment cabinets on the ground or on the roof. Ground mounted
applications involve construction of a "monopole" or more stealth applications where the
monopole is camouflaged as an artificial pine, broadleaf or palm tree, flagpoles or
complimentary structures such as clock towers or facility signs. In this case the cabinets
are generally mounted on a concrete slab adjacent to the antenna structure. The largest
size cabinet systems use an area of approximately 10 by 10 feet. Both applications will
require some trenching and cabling. The installations will require maintenance and
administration on a limited basis. All proposed facilities would be required to secure all
necessary land use, building and engineering permits. Staff will encourage Clearwire to
take advantage of reductions in monthly site payments by undergrounding the cabinets
and other structures whenever possible.
FINANCIAL BENEFITS: Staff also works with Clearwire and other carriers to implement
basic facility improvements or enhancements at each site to help them compliment the
facilities' function when the construction and demolition or site programming warrant it.
For example, it is common for WTF equipment shelters to provide extra storage for
Recreation or the Library, a pad for water fountains, vending machines or other amenities
not currently available in that part ofthe facility. It is also common for light standards to
be replaced or upgraded when antennae are added. These improvements are typically in
addition to the lease payments. With the addition of a Clearwire MLA, the City now has
an estimated 80% of the regional mobile communications business under an MLA
agreement that contains terms that the City believes are important to protecting the public
interest. CES will be working with the City Attorney and Finance Department to actively
engage the remaining major carrieres) in MLA discussions over the next few months.
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is
not site specific and consequently the 500-foot rule found in California Code of
Regulations section I 8704.2(a)(l) is not applicable to this decision.
CURRENT YEAR FISCAL IMP ACT
Staff anticipates that Clearwire will install up to 5 sites on City property this fiscal year
generating up to an estimated $75,000 in pro-rated annual lease payments for the current
fiscal year. Clearwire will also make a deposit of approximately $5,000 for development
review per site to pay the cost of staff processing for each site, which would generate
another $25,000 in potential staff reimbursement costs.
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MARCH 9, 2010, Item~
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ONGOING FISCAL IMPACT
Staff projects that Clearwire may establish five (5) to (10) sites per year over the next
three to four years depending on the telecommunications market and Clearwire's success
in Chula Vista. If all 25 sites are installed on property owned and/or controlled by the
City over the next few years, the MLA would generate up to an estimated $525,000 in
annual lease fees. Additionally, the City is reimbursed for staff time spent on review and
approval of each site application submitted for the planning process. The staff time
reimbursements for the remaining 20 sites would be approximately $100,000. There will
be some staff time associated with monitoring and ensuring compliance with the MLA,
which is budgeted as part of the CES Department annual responsibility. The City
Attorney's Office plays a key role in developing and renewing contracts under changing
telecommunications law, and the Finance Department also plays a key role in assisting
CES in estimating, tracking, and collecting annual revenues.
ATTACHMENTS
Master CommUnications Site License Agreement
Prepared by: Michael Meacham, Director, Conservation & Environmental Services
4-6
RESOLUTION NO. 2009-
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CHULA VISTA APPROVING A MASTER
COMMUNICATIONS SITE LICENSE AGREEMENT
WITH CLEAR WIRELESS LLC, (CLEARWIRE) FOR
THE INSTALLATION AND OPERATION OF AS
MANY AS 25 WIRELESS TELECOMMUNICATIONS
FACILITIES OR SUBST ANTIALL Y SIMILAR
FACILITIES ON CITY-OWNED AND/OR
CONTROLLED PROPERTY, SUBJECT TO ALL
NECESSARY APPROVALS, FOR A PERIOD OF 10
YEARS WITH AN OPTION TO RENEW FOR AS
MANY AS FOUR ADDITIONAL 5- YEAR TERMS
WHEREAS, Conservation & Environmental Services Department (CES) is
submitting a Master Communications Site License Agreement (MLA) for the City
Council's review and consideration; and
WHEREAS, adoption of the proposed resolution would establish a MLA between
the City and Clear Wireless LLC, a Nevada limited liability company (Clearwire) for the
installation of as many as 25 total wireless telephone facilities (WTF) on property owned
and/or controlled by the City; and
WHEREAS, the proposed MLA includes mutually beneficial and agreed upon
terms that are consistent with those provided to other wireless carriers including, but not
limited to, establishing a new MLA for one ten-year term with upto four additional five-
year options that are subj ect to the City's review and approval; and
WHEREAS, the City retains its preferred technical conditions and will receive an
annual fee adjustment of 3% that maintains the fees at market value and makes them
comparable to other City MLA carriers relative to the size and impact of their facilities;
and
WHEREAS, the City Council approved Resolution 18601 on March 18, 1997,
conceptually approving the marketing of City properties for use by telecommunications
companies; and
WHEREAS, in 1998, when the City began negotiations, Council had directed
staff to negotiate rates that would provide wireless carriers an incentive to come to Chula
Vista; and
4-7
Resolution No. 2007-
Page 2
WHEREAS, staff reached out to the industry, held workshops, and invited them
to the City to structure "master" agreements that would provide prompt entry; and
WHEREAS, over a relatively short period of time, the technology has evolved
from a unique business tool, used by a few people, primarily in commercial areas, to a
common business and household convenience used almost everywhere; and
WHEREAS, the MLAs provide the City with an opportunity to work
cooperatively with the carriers to expedite their projects, provide adequate volume and
coverage needed to meet public demand, and provide incentives to pursue sites that have
the least impact to residents, which meet the aesthetic and safety goals of the community
while capturing revenue that helps the City fund public services at no additional cost to
the ratepayer; and
WHEREAS, Clearwire is a telecommunications service provider that is seeking to
expand and improve its coverage in the region and establish a Chula Vista network to
compliment their regional network and affiliation with Sprint; and
WHEREAS, Clearwire has completed that negotiation on what staff considers to
be mutually beneficial terms; and
WHEREAS, Clearwire is required to comply with all local, state and federal
applicable laws; and
WHEREAS, with the addition of a Clearwire MLA, the City now has an
estimated 80% of the regional mobile communications business under an MLA
agreement that contains terms that the City believes are important to protecting the public
interest.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Chula Vista that it hereby approves a Master Communications Site License Agreement
with Clear Wireless LLC, (CLEAR WIRE) for the installation and operation of as many
as 25 wireless telecommunications facilities or substantially similar facilities on city.:--
owned and/or controlled property, subject to all necessary approvals, for a period'oflO
years with an option to renew for as many as four additional 5-year te iYo-----.-
Presented by
Michael T. Meacham
Director, Conservation & Env. Services
4-8
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON AP O,YA-C- Y
/'
THE CITY COUNC
Ba C. Miesfeld
City Attorney
Dated:
MASTER COMMUNICATIONS SITE LICENSE AGREEMENT
BETWEEN CLEAR WIRELESS, LLC AND
THE CITY OF CHULA VISTA
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MASTER COMMUNICATIONS SITE LICENSE AGREEMENT
THIS MASTER COMMUNICATIONS SITE LICENSE AGREEMENT ("License") dated as of
2009 for the purpose of reference only and effective the date on which the last party hereto affixes his/her signature
("Effective Date"), is entered into between Clear Wireless LLC, a Nevada limited liability company (Clearwire"), and the
CITY OF CHULA VISTA, A MUNICIPAL CORPORATION ("City") with reference to the following facts:
A. Clearwire wishes to attach, install, erect, operate, and maintain up to twenty-five (25) various unmanned
wireless telecommunications facilities, or substantially similar facilities, on public property under the
ownership and/or control of the City for purposes of providing wireJess communications services.
B. City is willing to allow Clearwire to attach, install, erect, operate and maintain the Facilities subject to the
tenus and conditions set forth herein and in the site specific Schedule of Premises.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree to the following covenants, terms, and conditions:
1. DEFINITIONS:
1, I Cleanvire('s) Improvements: "Clearwire('s) Improvements" shall mean those unmanned wireless
telecommunications facilities comprised of radio frequency transmitting and receiving equipment,
antennas, cables, conduits, wires, batteries, utility lines, transmission lines, radio frequency
transmitting and receiving antennas and supporting structures and improvements, which are approved
by the City and which are located or proposed to be located per this License, on Licensed Premises.
A typical example of the facilities comprising the Cleatwire Improvements is set forth in Exhibit A,
attached hereto. Clearwire Improvements shall exclude light standards or poles located in City rights-
of-way, whether or not said light standards or poles are installed by City or Clearwire. Such excluded
improvements shall be owned by City.
1.2 Commencement Date: "Commencement Date" shall mean that date associated with a specific
schedule and specified therein.
1.3 Fair Market Rental Rate (FMRR): "Fair Market Rental Rate" shall mean the dollar amount of rent
that a willing licensee would pay and a willing licensor would accept for the use of a Licensed
Premises to install similar telecommunications equipment in similar locations for the same Renewal
Tenu.
1.4 Hazardous Materials: "Hazardous Materials" shall mean any hazardous waste or hazardous
substance as defined in any federal, state, or local statute, ordinance, rule, or regulation applicable to
the Property, including, without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended (Title 42 United States Code sections 9601-
9675), the Resource Conservation and Recovery Act (Title 42 United States Code sections 6901-
6992k), the Carpenter Presley-Tanner Hazardous Substance Account Act (Heahh and Safety Code
sections 25300-25395.15), and the Hazardous Waste Control Law (Heahh and Safety Code sections
25100-25250.25). Hazardous Materials shall also include, but not be limited to, asbestos or asbestos
containing materials, radon gas, and petroleum or petroleum fractions, whether or not defined as
hazardous waste or hazardous substance in any such statute, ordinance, rule, or regulation.
1.5 Licensed Premise(s) or Premise(s): "Licensed Premise(s)" or "Premise(s)" shall mean portions of
City owned or controlled property(ies) described in a Schedule(s) (as defined below) approved by the
City and attached hereto and shall include any appurtenant property the City owns, or controls on
which Clearwire installs utility and transmission lines with City's prior approval.
/
1.6 Pre-existing Communications:
"Pre-existing Communications" shall be defined as those
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communications configurations, equipment and frequencies which exist on City's property or are in
use by the City within or around the City as of the Effective Date of this License or as of a
Commencement Date of an applicable Schedule.
1.7 Regulations: "Regulations" shall mean all Federal, State, and Local laws, regulations, ordinances,
and guidelines, including, but not be limited to, those relating to the form, size, strength and
construction materials specified for City street lights.
1.8 Renewal Term: "Renewal Term" shall mean a five (5) year term subsequent to the period lasting ten
(l0) years from the Effective Date, during which the License has been extended, whether
automatically or by request.
1.9 Schedule: "Schedule" shall mean the document(s) titled "Schedule of Licensed Premises," attached
hereto, or those subsequently added hereto, each incorporated herein by this reference, as Exhibit
"B", which shall include a detailed description of the Clearwire Improvements or light standards
allowed on the Licensed Premises, their configuration, and the site specific conditions necessary for
approval ( "Conditions of Approval").
1.10 Supporting Structures: "Supporting Structures" shall mean any light standard, mast ann, pole, or
other pbysical improvement associated with the support therefor.
2. PREMISES AND UCENSED USES
2. I Grant of License. Subject to the following terms and conditions and each Schedule's site specific
Conditions of Approval, City hereby grants to Clearwire a non-exclusive license to the Premises as
depicted in the Schedules attached hereto and incorporated herein from time to time. Each Schedule
executed hereunder shall be substantially in the fonn of Exhibit B.
2.2 Use. The Premises may be used by Clearwire solely for the transmission and reception of non-
franchised wireless telecommunication signals on various frequencies and the construction,
maintenance and operation of City-approved Clearwire Improvements.
2.2.1 Nuisance. Clearwire shall not use the licensed Premises in any manner, which, in the
reasonable opinion of the City, creates a nuisance or disturbs the quiet enjoyment of the
surrounding area by persons in said area. City reserves its rights to exercise its police powers
and authority as they may apply to nuisance response and abatement, as provided by City
ordinance exclusive of any contract provisions.
2.2.2 Utility Users' Tax. Clearwire acknowledges and agrees that the wireless communication
services utilizing the Clearwire Improvements licensed hereunder are subject to the City's
utility users' tax ("Utility Tax") pursuant to City's Municipal Code. Clearwire agrees to collect
the tax from service users and remit such tax to the City in accordance with the City's
Municipal Code.
2.2.3 Hazardous Materials. Clearwire shall not bring any Hazardous Materials onto the Licensed
Premises except for those contained in Clearwire's back-up power batteries (e.g. lead-acid
batteries) and properly stored, reasonable quantities of common materials used in
telecommunications operation (e.g. cleaning solvents). Clearwire shall handle, store and
dispose of all Hazardous Materials it brings onto the Licel1sed Premises in accordance with all
federal, state and local laws and regulations. City makes no representation or warranty
regarding the existence of hazardous materials 011 some or all of the Licensed Premises, which
are being licensed to Clearwire in an "AS IS" condition. Clearwire is solely responsible for
investigation of any and all Licensed Premises as it sees fit to determine the suitability of the
Premises for its intended use.
Page 2 of 23
4-11
0'
_.J
Pre-Construction; Testing. Clearwire shall have the right (but not the obligation) at any time
following the full execution of this License and prior to the Commencement Date under each
Schedule to enter the Premises for the purpose of making necessary inspections, engineering surveys
(and soil tests where applicable) and other reasonably necessary tests (collectively "Tests") to
determine the suitability of the Premises for Clearwire Improvements and for the purpose of
preparing for the construction of Clear wire Improvements at no expense to City. During any Tests or
pre-construction work, Clearwire shall have the insurance coverage set forth in Section 5. Clearwire
shall provide the City with prior notice of any proposed Tests or pre-construction work and will
coordinate the schednling of same with City. Clearwire, at Clearwire's sole cost and expense, will
restore the Licensed Premises to the same condition as existed prior to any such tests or pre-
construction work by Clearwire.
2.4
Installation of Cleanvire Improvements.
2.4.1 In General. This License grants to Clearwire the right to construct, maintain and operate
Clearwire Improvements on the Licensed Premises, subject to the terms and conditions set forth
herein and those Conditions of Approval found in each Schedule. All Clearwire construction
and installation work shall be performed at Clearwire's sole cost and expense and in a good and
workmanlike manner. Title to Clearwire Improvements shall be held solely by Clearwire, and
all Clearwire Improvements shall remain the personal property of Clearwire and shall not be
treated as real property or become a patt of any Premises even though affixed thereto. All
street light standards on property owned or controlled by the City, whether installed pursuant to
this License by City or Clearwire, shall be owned by the City. Prior to installation and
operation of each set of Clearwire Improvements, Clearwire must obtain any and all required
federal, state and local pennits required for such installation and operation. City pem1its
required include, without limitation, building permits and an approved Schedule. City shall
exercise its best efforts to process Clearwire Improvement applications within forty-five (45)
calendar days after the submittal of a completed application. In addition, all work shall be
scheduled in advance and coordinated with parks operations personnel, onsite recreational staff,
Public Works, Engineering or other City staff as appropriate prior to commencement of the
work to minimize the potential for conflicts with recreation and other City programs or
activities occurring on tl1e site. Clearwire agrees that tl1e site will not be activated until the City
has signed off on final construction, which sign off shall not be unreasonably withheld or
delayed. Absent such sign off, Clearwire shall have recourse to an appeal to the City Manager,
whose decision shall be final.
a. Addition of Schedules. Both parties agree that Schedules may be added or deleted by
administrative action by City from time to time subject to and in accordance with the
provisions of this License, including but not limited to, Section 10.14, regarding
Governmental Approvals. No more than 25 Schedules may be in effect at anyone time.
Both parties also agree that the City may add to, delete or modify the Conditions of
Approval at any time during the term of tl1is License to advance a legitimate and
reasonable governmental interest.
I. Reimbursement of Related Costs. Clearwire agrees to reimburse City for the
reasonable costs, including reasonable administrative overhead, of processing the
approval of each Schedule. The process for reimbursement shall be conducted in
the same or similar manner as the City's processing of a non-administrative
conditional use permit.
2.4.2 Location of Cleanvire Improvements. The location of Clearwire Improvements on Licensed
Premises shall be subject to the Zoning Administrator's prior approval. In deciding whether to
approve a location, the Zoning Administrator will take into consideration City's goal to assure
Page 3 0123
4-12
that wireless telecommunication networks are completed with the fewest possible facilities, in
the least visible fashion, and with the least disruptive impact on neighborhoods and
communities within the City of Chula Vista. For example, denying or conditionally approving
a location to preserve and enhance the aesthetic qualities of the City of Chula Vista shall not be
deemed unreasonable. City approval shall be deemed given once the Zoning Administrator has
approved the Schedule of Licensed Premises with associated Conditions of Approval. If a
schedule is denied, Clearwire shall have recourse to appeal to the City Manager, whose
decision will be final. It is understood that both parties will work together to find the optimum
location for Clearwire's Improvements on the Licensed Premises that have d,e least impact to
City and private property.
2.4.3 Utilities. Clearwire shall have the right to install utilities that are necessary for the operation of
Clearwire Improvements, at Clearwire expense, and to improve the present utilities on or near
the Premises (including, but not limited to the installation of emergency back-up power). Such
utilities shall be subject to City approval and removal in the same manner as other Clearwire
Improvements as provided herein. Clearwire shall fully and promptly pay for all utilities
furnished to the Premises for the use, operation and maintenance of Clearwire Improvements.
Payment of all costs for said utilities. deactivation and removal, including any costs, which
would survive the term of said License or Schedule, shall be the exclusive obligation of
Clearwire. Clearwire Improvements shall include separate utility meters.
2.4.4 Street Light Standards. In the case of installations on street light standards or mast arms,
Clearwire shall comply with all applicable Regulations for the installation of streetlights.
a. Replacement. If the installation is to be done via replacement of an existing standard
and/or mast arm, said replacement shall meet all applicable Regulations existing as of the
date of the application for the permit to replace said standard and/or mast arm or on the
date of replacement if a permit is not required. The design of the pole, method of
attachment for Clearwire's Improvements and all od,er connections shall meet the
specifications reasonably required by the Zoning Administrator and such replacement
shall be completed to the satisfaction of the Zoning Administrator
b. Amendment of Regulations Subsequent to Installation. Consistent with the City's lawful
exercise of police powers, Regulations may be amended at the City's sole and absolute
discretion, including, but not limited to, allowing for additional space for internal wiring
of City and/or Clearwire or, altered foundation requirements to accommodate joint City
and Clearwire uses. or other technical reasons.
I. Cost of Compliance. City shall pay costs of compliance with amended regulations in
proportion to the modifications associated with City's use of the standards or mast
arms owned by the City. Clearwire shall pay all costs in proportion to the
modifications associated with Clearwire's Improvements.
ii. Provision of Alternative Location. In the event that such amended Regulations
materially adversely impact the functioning of existing Clearwire Improvements,
then City shall use reasonable efforts to provide a suitable alternate location.
C. Return of City Equipment. Upon reasonable notice and written request by the Zoning
Administrator, Clearwire shall provide a replacement pole that is pre-approved by the
City Engineer and shall deliver the existing pole to the City Corporation Yard or some
other suitable site within the City designated by the City Engineer.
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2.5 Access.
2.5.1 Clearwire and Clearwire employees, agents, contractors and subcontractors shall have access to
the Premises twenty-four, (24) hours per day, seven (7) days per week, at no charge to
Clearwire, subject to the conditions set fOtth in each Schedule. City hereby licenses to
C1earwire ail rights of ingress and egress held by City to the extent required to construct,
maintain, install and operate Clearwire Improvements on the Premises. Clearwire's exercise of
such rights shall not cause undue inconvenience to City, nor interfere with City's paramount
right of access.
2.5.2 In connection with installations on light standards, mast arms or poles, Clearwire shall provide
at least seven (7) days written notice to the City Engineer of installation date and time.
Clearwire shall pay any and all costs associated with City shut off and reconnect of power to
Premises, installation oversight and/or inspections City reasonably deems necessary.
2.5.3 In connection with ClealWlre's maintenance of Clearwire Improvements on street light
standards, mast anns or poles, Clearwire shall provide at least twenty four, (24) hours notice to
the City Engineer and pay City any and all costs associated with City shut off and reconnect of
power to Premises, maintenance oversight andlor inspections if City deems reasonably
necessary. In case of need for emergency maintenance of Clearwire Improvements, Clearwire
shall use its best effOlis to give prior notice to City Engineer but shall notify City of such work
as promptly as reasonably possible after the work is commenced.
2.5.4 In connection with City's maintenance of street lights which share a standard or mast arm with
such Clearwire's Improvements, City shall use its best efforts to provide Clearwire at least
twenty four (24) hours notice' of said maintenance. If City desires to have a technician of
Clearwire on site during said maintenance, Clearwire shaH provide said technician upon at least
twenty-four (24) hours notice. In the event that City needs to perfonn emergency maintenance
of City's street lights that share a standard or mast ann with Clearwire's Improvements, prior
notice shall not be required; however, City shall notify Clearwire of slIch work as promptly as
reasonably possible after the work is commenced.
2.6 Interference with Communications.
2.6.1 Pre-existing Communications. Clearwire Improvements at any gIven Premises shall not
interfere with Pre-existing Communications.
a. Frequency Compatible. Any Clearwire Improvements on the Premises shall be frequency
compatible with all Pre-existing Communications.
1. In the event Clearwire Improvements electronically or physically interfere with
Pre-existing Communications, Clearwire shall take all necessary steps, at its own
cost and expense, to eliminate such interference, whether so required by the FCC or
not.
2.6.2 Interference With Clearwire Improvements Subsequent to lnstallation. The City shall not
knowingly interfere with the location, configuration, frequency or operation of Cleaf\vire
Improvements, except as follows:
a. Installation, Repair, Maintenance, andlor Replacement. During the duration, and for a
reasonable period of time thereafter, of the installation, repair, maintenance, andlor
replacement of public improvements, City may cause interference with the location,
configuration, frequency or operation of Clearwire Improvements.
Page 50f23
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I. Interfel'ence Other than Temporary. In the event any equipment installation by
City made subsequent to the installation of Clearwire's Improvements causes
interference with the location, configuration, 1Tequency or operation of Clearwire
Improvements beyond the duration oftime permitted in Section 2.6.2(a), City shall
use its best efforts to eliminate such interference, to the extent reasonably possible,
after obtaining written notice from Clearwire of such interference, whether required
by the FCC or not.
ii. Pre-Existing Communications that do not materially change their power level,
frequency or location shall not be deemed to interfere with Clearwire's
Improvements.
b. Emergencies. Notwithstanding any other provision in this License to the contrary, in the
event of an emergency, City shall have the right to take such action that it determines, in
its sole discretion, is necessary under the circumstances to address the emergency, even
though such actions may cause interference with Clearwire Improvements andlor the
operation thereof. If City must take action which causes or may cause interference. City
shall endeavor to (a) give Clearwire oral notice of such action as quickly as practicable
and (b) to the extent practicable under the circumstances, upon written notice by
Clearwire of the existence of interference, minimize the duration and extent of such
interference.
2.6.3 Subsequent Installations by Other City Licensees. Subsequent to the installation of Clearwire
Improvements, City shall not permit its licensees or future licensees to install new equipment
on the Licensed Premises or property contiguous thereto owned or controlled by City, if such
equipment is likely to cause interference with Clearwire's operations. Clearwire shall
cooperate in good faith with City to determine whether such interference is likely to be caused
by the prospective future licensee.
2.6.4 Cooperation Between Parties to Mitigate Interference. In the event that Clearwire's
Improvements interfere with Pre-existing Communications or City's or other licensees
subsequent installations interfere with Clearwire Improvements, the Parties' shall cooperate
with each other to identifY and remedy any such interference. For purposes of this Section
2.6.4, the existence of electronic and physical interference shall "be evaluated by standards set
by tile FCC, if available, or by agreement of City and Clearwire or Clearwire and other
licensees, as applicable. In the event interference by newly installed facilities is likely, City
shall direct the party installing such facilities to meet and confer with Clearwire in order to
develop an approach or design that eliminates or materially reduces the potential for
interference.
2.6.5 Changes to Frequencies. Clearwire agrees to notifY the Director of Public Works of the City
immediately of any changes in Clearwire frequencies to be used at the Premises.
2.7 Removal of Clearwire Improvements; Damage or Destruction.
2,7.1 Upon expiration. cancellation or termination of this License or any Schedule hereunder,
Clearwire shall be responsible for: (i.) removing from the Premises subject to such expiration,
cancellation, or termination, at its sole cost, all Clearwire Improvements, except those that the
parties agree shall not be removed or shall be transferred to City; (ii.) repairing, at its sole cost,
all damage caused by such removal; and (Ui.) surrendering the Premises to City in the Premises'
original condition, ordinary wear and tear and damages caused by third parties excepted. Said
return of Premises in their original condition shall include Clearwire's remediation of allY
hazardous or toxic material discharge at the Licensed Premises caused by Clearwire or its
Page 6 of23
4-15
agents and shall be to the reasonable sati;;faction of the City.
a. Timeframe for Removal. Clearwire shall remove, at its sole expense, all Clearwire
Improvements from the Premises within 30 calendar days of the date this License or the
date on which less than five (5) associated Schedules expire(s) or otherwise terminate(s).
In the event that five (5) or more Schedules expire or terminate contemporaneously, then
Clearwire shall have a reasonable amount of additional time to remove the affected
Clearwire Improvements, provided Clearwire initiates and diligently proceeds with
removal. Any Clearwire Improvements remaining on affected Premises beyond the time
period available for removal as set forth above shall, at the sole discretion of the City,
either (i.) in whole or in part become City property or (ii.) in whole or in pal1 be removed
and disposed of by City, with the reasonable costs of said removal and disposal, including
reasonable administrative overhead, to be reimbursed to City by Clearwire within ten
(10) calendar days after Clearvvire receives City's request for reimbursement together
with reasonable evidence of the cost.
2.8.2 Damage to Supporting Structures. If a SuppOIiing Structure on a Premises is damaged from
any cause, the following provisions related to obligations for repair, replacement, and costs
shan apply:
a. City Obligations. City shall have the obligation and use its best efforts, upon
receiving written notice of the damage from Clearwire, to repair or replace,
within a reasonable period of time, the damaged Supporting Structures if such
damage renders Clearwire unable to conduct normal operations and a temporary
site is not available, provided none of the following apply:
I. The damage is caused by the acts or omissions of Clearwire or its agents or
the presence and/or operation of Cleatwire's Improvements.
11. Clearwire chooses to terminate the llse of any Licensed Premises suffering
such datnage.
III. City, determines, in good faith, that the facility is no longer required or
desirable to serve the public health, safety and welfare and that the City has
no existing or foreseeabJe intention of replacing or repairing the facility.
IV. The damage or destruction occurs during the last twelve (12) months of the
Term or any Renewal Term, and Clearwire does not, within ten (10)
calendar days after receiving City notice of such destruction, exercise an
option to extend or renew which may then be available regarding the
subject Premises hereunder.
b. Clearwire Obligations. In the event of damage to Supp0l1ing Structures,
Clearwire shall have the following obligations:
i. Notice. Clearwire shall notify the City in writing of any damage to the
Supporting Structures that render Clearwire unable to conduct normal
operations.
ii. Costs of Removal of Clearwire Improvements. In the event that
Clearwire chooses to terminate the use of any License Premises suffering
such damage, Clearwire shall notify the City Engineer of its decision
within ten (10) calendar days after it provides notice of such damage and
Clearwire shall comply with all terms ofthis License conceming removal
Page 7 of23
4-16
of Clearwire improvements, including the removal or replacement of
wiring, foundation or other associated facilities that may be required to
accommodate the replacement City facilities and to return the Licensed
Premises to its original condition.
iii. Replacement of Supporting Structures. In the event that the damage is
caused by Clearwire or its agents' acts or omissions, Clearwire shall have
the obligation to repair or replace, at its sole cost, or pay to the City the
reasonable costs of such repair orreplacement, at the option of the City.
c. Abatement of Associated Fees. If City has the obligation to repair or replace
pursuant to Section 2.8.2(a), the fee for such Licensed Premises shall abate in full
from the date such damage occurs until Clearwire is able to commence normal
operations.
d. Temporary Supporting Structure. If Clearwire is rendered unable to conduct
nannal operations due to damage or destruction, City shall use reasonable efforts
to identify and make available to Clearwire, within ten (J 0) calendar days
following the damage or destruction, a temporary site owned or controlled by
City, which in Clearwire's judgment is equally suitable for Clearwire's intended
uses and in the City's opinion shall not have an adverse impact on the public
health, safety, and welfare. Clearwire may construct and operate substitute
Clearwire's Improvements thereon until the Licensed Premises are fully repaired
and available to Clearwire.
e. Failure to Comply With Respective Obligations Following Damage. If either
Pal'ty fails to comply with its respective obligations under this Section, including
commencement and completion of repair or replacement, the Party not so
obligated shall have the right, but not the obligation, to repair or replace the
Supporting Structures. All such work shall be performed using only contractors
approved by the City. The Party repairing or replacing such" Supp0l1ing
Structures pursuant to this provision shall be entitled to reimbursement from the
other Party of all reasonable costs and expenses associated with such repair or
replacement.
i. Reimbursement shall be due and payable within thirty (30) calendar days
after receipt of a written request for reimbursement, which shall include
sufficient evidence of such costs and expenses. If reimbursement is due
to Clearwire, it shall have the right to offset license fees under all
Schedules by the amount of any reimbursement owing but not timely
paid. If the City timely decides in good faith not to repair or replace
pursuant to subsection 2.8.2(a)(iii), then all such work by Clearwire shall
be at its sole expense, but Clearwire shall have the option to remove or
leave in place any new or replacement light standard, mast arm or pole
upon expiration or tel111ination of the applicable Schedule.
2,9 Associated Taxes/Assessments: Clearwire shall pay personal property taxes and possessory interest
taxes, if any, assessed against the Clearwire Improvements or the Premises a.tising from the
installation of the Clearwire Improvements. Clearwire recognizes and understands that this license
may create a possessory interest subject to property taxation and that Clearwire may be subject to the
payment of property ta.""<es levied on such interest. Clearwire further agrees that such tax payment
shall not reduce any fee paid to or owed to City hereunder and that such tax shall be paid by
Clearwire before becoming delinquent. City shall have no responsibility or liability for any such tax.
Page 8 of23
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3. TERM
3.] Term.
3.Lt Initial Term. The initial term of this License shall be ten (10) years, such term stalting on the
Effective Date or from the Commencement Date of an associated Schedule, unless it is earlier
terminated by either party in accordance with the provisions herein.
3.1.2 Extensions of Term; The initial term may be extended for a maximum of four (4) successive
five (5) year terms, subject to City's approval, which shall not be unreasonably withheld, and
the termination provisions herein (each extension "Renewal Term"). Each Renewal Tel111 shall
be subject to the same telIDS and conditions as set fOltb herein, except with respect to the
Annual Fee, which may be adjusted as provided in Section 4.], below.
a. Automatic Extension. This License shall be extended automatically for each successive
Renewal Tenll, unless Clearwire provides City with written notice of its intention not to
renew at least ninety (90) calendar days prior to the expiration of the then current tenn..
b. Fees Associated with Automatic Extension. In the event that an extension is automatic,
Clearwire shall be responsible for all fees as ifClearwire had requested such extension.
3.1.3 Maximum Life of License. In no event shall tenn of this License, including all Renewal
Terms, exceed thirty (30) years from the Effective Date ofthis License.
4. COMPENSATION
4. I Payment.
4.1.1 Annual Fees. In consideration for the use of each Licensed Premises, Clearwire agrees to
pay City an Annual Fee for each Licensed Premises as fonows:
a. From Effective Date. Annual Fees for the first ten (10) years from Effective Date shall
be in the amounts identified in Exhibit C, attached hereto.
b. Subsequent Years. Annual Fees for each year subsequent to the first 10 years shall be
equal to 103% of the preceding year's fees.
c. Implementation Date of Annua( Fee. The Annual Fee for each Licensed Premises shall
be set at the rate in effect for the calendar year in which the Commencement Date for
such Schedule occurs and shall be adjusted on Janual")l ! of each year thereafter during
the term of the Schedule in accordance with the terms herein.
4.].2 Fee Adjustments.
a. The City may, at its sole discretion, decrease any of the fees listed in Exhibit C for tuture
terms by up to 40% in the event that Clearwire undergrounds cabinets or pedestals in a
manner that by the City's sole judgment reduces the impact to land use andlor aesthetics.
b. Adjustment to Fair Market Rental Rate. Subsequent to the initial ten (10) year term and
upon written request of City or Clearwire, the Annual Fee for any Renewal Term shall be
adjusted to an amount equal the then FMRR. The FMRR shall be in the same amount for
each of the Licensed Premises.
I. Failure to Agree on FMRR. If the City and Clearwire are unable to agree on the
Page 9 of 23
4-18
FMRR within one hundred eighty (180) calendar days prior to expiration of the
term preceding a Renewal Term, then at the written request of either Party, both
Parties shall attempt in good faith to agree upon and appoint a real estate appraiser
with at least five years' experience in appraising similar licenses in the general area
in which the Licensed Premises are located and shall set the fees for the Renewal
term at the FMRR determined by the appraiser.
ii. Failure to Agree on Appraiser. If the Parties are unable to agree upon an appraiser
within fifteen (15) calendar days after either Party requests adjustment, then the
Parties hereto agree that an appraiser shall be promptly chosen in accordance with
the rules of the American Arbitration Association.
Ill. Appraisal. The appraiser shall investigate and report to the Parties in writing his or
her determination of the FMRR within thirty (30) calendar days of his/her
appointment. The appraiser may in his or her sole discretion choose to meet with
the Parties, take testimony, and extend the time for determining the FMRR by not
more than fifteen (15) calendar days. The appraiser's determination shall be final,
absent fraud. If Clearwire is dissatisfied with the determination of FMRR, then
Clearwire shall have, as its sole and exclusive remedy, the right to rescind its
option to renew and allow this License and the then-existing Schedules to expire at
the later of the end of the then CUlTent term 01' ninety (90) calendar days after the
appraiser issues his or her report on determination of the FMRR ("Delayed
Expiration Date"). The Annual Fee during any Delayed Expiration Date shall be
the FMRR, prorated for such time period. If the appraiser has not determined the
FMRR prior to the expiration of the then current term, Clearwire shall pay the
Annual Fee in an amount equal to the prior year's rate pending such determination.
The Annual Fee sball be adjusted to the FMRR upon notice of determination and
Clearwire shall promptly remit the difference between the Annual Fee paid and the
FMRR determined by the appraiser. In the event that Clearwire rescinds its option
to renew under this Section, then the City shall make a rebate in accordance with
Section 4.1.4.
IV. Minimum Fee. Notwithstanding the foregoing, in no event shall tile Annual Fee
for Licensed Premises adjusted hereunder for any Renewal Term be less than 103%
of the Annual Fee for the Licensed Premises in the last year of the preceding term.
v. Cost Sharing. The Parties shall share equally the costs and fees of the appraiser.
4.1.3 Payment Due Date. The Annual Fee for each Schedule shall be payable in advance on each.
January 1 st of each year during the term of this License.
a. Partial Payments. In the event that a Schedule is approved on a date other than January
I" or a schedule naturally expires on a date other than December 31 st, payment shall be
due on the Commencement Date or January I", respectively, in prorated amount based on
a three hundred sixty (360) day calendar year with months of thirty (30) days.
b. Late Payments. [f payment is not received by January I" or the ,'espective
Commencement Date, a late fee of 5% of the balance due will be assessed. In addition,
interest will accrue on the balance owed at a rate of [2% per annum until paid.
4. [.4 Fee Abatement. If a Schedule is terminated and the effective date of such termination is prior
to December 31" of any year for any reason other than Clearwire's default, City shall refund to
Clearwire the unearned portion of the Annual Fee for the calendat. year in which termination
occurs, provided that City may reduce any such refund by (i.) any termination fee owing to City
Page 10 of23
4-19
under Section 8.2.3(a); (ii.) those sums, if any, due fi'om Clem'wire under Section 2.7; or (iii)
amounts due pursuant to Section 2.4. I (a)(i). City shall refund such monies due by either
remitting full payment within sixty (60) calendar days after the effective date of termination or
applying a credit for the full amount of the refund to the next Annual Fees due from Clearwire.
4.1.5 Place of Payment. Payments shall be made to The City of Chula Vista, Finance Department, 276
Fourth Avenue, Chula Vista, CA 91910, or to such other place as City may from time to time
designate by written notice to Clearwire. Payments shall be accompanied by a description of
payment, which identifies the sites for which payment is being made including the Site Number on
the Schedule of Premises and the address.
5.!.1 CGL. Insurance Services Office Commercial General Liability coverage (occurrence Form
CGOOO 1).
5, INSURANCE, Clearwire shall procure prior to the commencement of any Schedule and shall maintain,
during the term of this License, including the period between the expiration hereof and the removal ofthe
Clearwire's Improvements and/or other equipment from the Premises or appurtenant property, policies of
insurance in the amounts and types identified below. Claims-made policies are not acceptable.
5.1 Minimum Scope of Insurance: Coverage must be at least as broad as:
5.1.2 Auto. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code
1 (any auto).
5.1.3 WC. Workers' Compensation insurance as required by the State of Cali fomi a and Employer's
Liability Insurance.
5.14 All Risk. The policy shall be .;"'ritten on a standard "all risk" contract, excluding earthquake
and flood.
5.2 Minimum Limits of Insurance: Limits of insurance shall be no less than those included in the table
below:
i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury, (including
(Including operations, death), and property damage. If Commercial General Liability insurance
products and completed with a general aggregate limit is used, the general aggregate limit must be
operations, as twice the required occurrence limit.
applicable)
ii. Automobile Liability: $1,000,000 per accident for bodily injury, including death, and property
damage.
iii. Workers' Sta!1.itory
Compensation $1,000,000 each accident
Employer's Liability: $1,000,000 disease-policy limit
$1,000,000 disease-each emplovee
iv. All Risk 90% of the actual cash value of all personal property contained within or
upon the Licensed Premises and $50,000 for damage to the Licensed
Premises.
5.3 Deductibles and Self-Insured Retentions: Any deductibles or selt~insured retentions must be
declared to and approved by the City. At the option of the City, either the insurer will reduce or
eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials,
employees and volunteers; or Clearwire will provide a financial guarantee satisfactory to the City
guaranteeing payment of losses and related investigations, claim administration, and defense
expenses.
Page 11 of23
4-20
5.4 Other Insurance Provisions: The general liability, automobile liability, all risk, and where
appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the
foHowing provisions:
5.4.1 Additional Insureds. City ofChula Vista, its officers, officials, employees, agents, and
volunteers are to be named as additional insureds with respect all policies of insurance,
including those with respect to liability arising out of automobiles owned, leased, hired or
borrowed by or on behalf ofClearwire, where applicable, and, with respect to liability arising
out of work or operations perfol'med by or on behalf of Clearwire, including providing
materials, parts or equipment furnished in connection with such work or operations. The
general liability additional insured coverage must be provided in the form of an endorsement to
the contractor's insurance using ISO CG 2010 (I 1/85) or its equivalent. Specifically, the
endorsement must not exclude Products/Completed Operations coverage.
5.4.2 Primary Insurance. Clearwire's General Liability insurance coverage must be primary
insurance as it pertains to the City. its officers, officials, employees, agents, and volunteers.
Any insurance or self-insurance maintained by the City, its officers. officials, employees, or
volunteers is wholly separate from the insurance of any contractors and in no way relieves any
contractor from its responsibility to provide insurance.
5.4.3 Cancellation. The insurance policies required must be endorsed to state that coverage will not
be canceled or reduced by either party, except after thirty (30) days prior wl"itten notice to the
City by certified mail, return receipt requested. The words "will endeavor" and "but failure to
mail such notice shall impose no obligation or liability of any kind upon the company, its
agents, or representatives" shall be deleted from all ce'1ificates.
5.4.4 Active Negligence. Coverage shall not extend to any indemnity coverage for the active
negligence of the additional insureds in any case where an agreement to indemnifY the
additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
5.4.5 Waiver of Subrogation. Clearwire's insurer will provide a Waiver of Subrogation in favor of
the City for each required policy providing coverage for the term required by this Agreement.
5.4.6 Severability ofrnterest. "Cross liability," "severability of interest" or "separation of insured"
endorsements/clauses shall include.
5.5 Acceptability of Insurers: Insurance is to be placed with licensed insurers admitted to transact
business in the State of California with a current A.M. Best's rating of no less than A V. If insurance
is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible
Surplus Lines Insurers ("LESLI") with a current A.M. Best's rating of no less than A X. Exception
may be made for the State Compensation Fund when not specifically rated.
5.6 Verification 01' Coverage: Clearwire shall furnish the City with original certificates and amendatory
endorsements affecting coverage required by this Section 5. The endorsements should be on
insurance industry forms, provided those endorsements or policies conform to the License
requirements. All certificates and endorsements are to be received and approved by the City before
work commences. The City reserves the right to require, at any time, complete, certified copies of all
required insurance poticies, including endorsements evidencing the coverage required by these
specifications.
5.7 Contractors and Snbcontractors: Clearwire shall require that all contractors and subcontractors
obtain insurance meeting the criteria set forth herein and shaU furnish to the City copies of all
certificates evidencing such policies of insurance.
Page 12 of23
4-21
5.8 Not a Limitation of Other Obligations: Insurance provisions under this Section 5 shall not be
construed to limit the Clearwire's obligations under this Agreement, including Indemnity.
6.1 General Provision: Clearwire shall defend, indemnifY, protect and hold harmless the City, its
elected and appointed officers and employees (each a 'City Party'), from and against all claims for
damages, liability, cost and expense (including without limitation attorneys' fees) arising out of or
related to the installation, operation, maintenance, repair, and replacement of the Clearwire
Improvements or other acts or omissions of Clearwire, its agents, employees, contractors,
subcontractors, or others acting under the direction or control of CJearwire.
6. INDEMNITY.
6.2 Approvals: The obligation to defend, indemnifY, protect, and hold City Pal1ies harmless from and
against all claims for damages, liability, cost and expense (including without limitation attorneys'
fees) shall include those claims against City Parties arising out of or related to, whether directly or
indirectly, from (a) City's approval and issuance of Schedule and (b) City's approval or issuance of
any other permit or action, whether discretionary or non-discretionary, in connection with the use
contemplated herein.
6.3 Liens and Stop Notices: Clearwire shall keep the Licensed Premises free of any mechanic's liens
arising out of or related to Clearwire's Improvements and immediately secure the release of any stop
notices. Clearwire shall defend, indemnity, protect, and hold harmless, the City Parties from and
against any and all liability, claims, costs, and damages, including but not limited to, attorney fees,
arising from or attributable to a failure to pay claimants. Clearwire shall be responsible for payment
of all persons entitled to assert liens and stop notices.
6.4 Hazardous Materials: Clearwire agrees to defend, indemnify, and hold harmless, the City, its
agents, officers and employees from and against any and all costs, damages, claims, and liabilities,
including reasonable attorney fees, foreseeable or unforeseeable, directly or indirectly, arising from or
related to the Hazardous Materials releases or contamination of the Licensed Premises.
6.5 Costs of Defense and Award: Included in the obligations in Sections 6.1 through 6.4, above, is
Clearwire's obligation to defend, at Clearwire's own cost, expense and risk, any and all aforesaid
suits, actions or other legal proceedings of every kind that may be brought or instituted against the
City Parties. Clearwire shall pay and satisfY any judgment, award or decree that may be rendered
against City Parties for any and all legal expense and cost incurred by each of them in connection
therewith.
6.6 City Parties' Sole Negligeuce or Sole Willful Misconduct: The indemnity provisions in this
License shall not include any claims or liabilities arising from or related to the sole negligence or sole
willful misconduct of the City Parties.
6.7 Insurance Proceeds: Clearwire's obligation to indemnify shall not be restricted to IIlsurance
proceeds, if any, received by the City Parties.
6.8 Enforcement Costs: Clearwire agrees to pay any and all costs City incurs enforcing the indemnity
and defense provisions set forth in this Section 6.
6.9 Survival: Clearwire's obligations under this Section 6 shall survive the tennination of this
Agreement.
7. SECURITY.
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4-22
7.1 Performance Bond(s). City may require to furnish a bond, or alternative form of security acceptable
to City, for faithful pe.formance by Clearwire of its obligations under this License.
7.2 Term. The Performance Bond(s) shall remain in full force and effect tor at least thirty (30) calendar
days following the tennination of the License or until City, in its sole discretion, determines that
Clearwire has fulfilled all of its obligations under this License, whichever is later.
7.3 Certificate of Agency. All bond(s) signed by an agent must be accompanied by a certified copy of
such agent's autl10rity to act.
7.4 Ltcensing and Rating. The bond(s) shall be duly executed by responsible surety companies
admitted to do business in the State of California, licensed or authorized in the jurisdiction in which
the project is located to issue bonds for the limits required by this agreement, listed as approved by
the United States Department of Treasury Circular 570, and whose underwriting limitadon is
sufficient to issue bonds in the amount required by this agreement and which also satisfy the
requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise
by laws or regulations, secured through an authorized agent with an office in California, and have a
minimum AM Best rating of "A-".
7.5 Form. All bonds shall be in the form prescribed by City Attorney and any bond required shall
include the condition that the bond shall not be terminated or cancelled except upon ninety (90)
calendar days prior written notice by certified mail to City.
7.6 Amount. The amount of such bonds shall not to exceed $25,000, for tl1e first five sites, and $10.000
for each additional five sites thereafter.
7.7 Insolvency or Bankruptcy. If the su.rety on any bond furnished by Clearwire is declared bankrupt or
becomes insolvent or its right to do business is tenninated in California, Clearwire shall within seven
(7) calendar days thereafter substitute another bond and surety, acceptable to the City.
8. TERMINATION.
8.1 Termination of License for Convenience: Either Party may terminate this License at any time
following the inidal ten (10) year term for any reason by delivering to the other Party, written notice
of the intent to terminate ("Notice of Termination"). If this License is terminated pursuant to this
provision, the effective date of termination shall be one (1) year from the date of delivery of the
Notice of Termination.
8.1.1 Fees. In the event that either Party terminates this License pursuant to this provision, Annual
Fees shall continue to be due and shall be prorated in the event that the effective date of
termination is a date other than December 31" of the year of the effective date of termination.
8.1.2 No Additional Schedules. Following the delivery of the Notice of Termination, no additional
Schedules shall be approved or attached to this License, at the sole discretion of the City.
8.2 Termination of Scbedule(s): Clearwire shall have the right to terminate Schedule(s) with thirty (30)
calendar days prior written notice delivered to City or any shorter notice expressly set forth below,
provided such termination does not result in the abolition of all Clearwire Improvements/Schedules
under this License, if any of the following conditions apply:
8.2.1 Prior to Commencement Date. Clearwire delivers to City such 3D-day written notice prior to
the Commencement Date of the Schedule(s) to be terminated.
8.2.2 Inability to Obtain Approval(s). Clearwire determines at any time after the Commencement
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Date under stich Schedule that any governmental or non-governmental license, permit, consent,
approval, easement necessary or restriction waived to enable C!earwire to install and operate
Clearwire Improvements cannot be obtained at a reasonable expense or within a reasonable
period of time.
8.2.3 Premises Not Appropriate. Clearwire determines at any time after the Commencement Date of
such Schedule that the Premises are not appropriate or suitable for Clearwire operations for
economic, environmental or technological reasons, including without limitation, any ruling or
directive of the FCC or other governmental or regulatory agency, or problems with signal
strength or inte.ference not encompassed by Section 2.6.
a. Tennination Fee. In the event that Clem-wire exercises the right to tem1inate pursuant to
Section 8.2.3, Clearwire shall pay City, or City may deduct from any rebate due
Clearwire, at City's sole option, a termination fee twenty-five (25) percent of the then
Annual Fee for the associated Licensed Premises.
8.2.4 Inability to Remedy Intelference. Any Pre.existing Communications, or any communications
facilities or other structures of any kind now or hereafter located on or in the vicinity of the
Licensed Premises, intelfere with the location, configuration, frequency or operation of
Clearwire Improvements and Clearwire is unable to cOlTect such interference through
reasonably feasible means.
8.2.5 City Default. City commits a default under this License with respect to such Schedule and fails
to cure such default within thirty (30) calendar days of the delivery to City of a notice to cure,
or if such cure cannot with reasonable means be completed within such period, the City fails to
commence such cure within thirty (30) calendar days of delivery to City of the notice to cure
and diligently pursue such cure,to completion.
8.2.6 Damage to Licensed Premises. The Licensed Premises under such Schedule is damaged from
any cause other than actions or omissions of Clearwire, its agents, employees, contractors, or
subcontractors, such that, in Clearwire judgment, it hinders Clearwire's normal operations and
City does not provide to Clearwire a temporary site for Clearwire's Improvements within ten
(10) calendar days following the delivery to City of a notice of such damage and request for an
alternative site to be used during the repair and restoration of the Licensed Premises.
a. No Liability. Other than the provision of a temporary site for Clearwire's Improvements
and the abatement of fees provided for in Section 2.8.2(d) and (c), respectively, tbe
Parties agree that City shall have no liability for any loss, damage, expenses or claims,
direct or consequential, from (L) Clearwire's inability to use the Licensed Premises for its
intended purpose, (ii.) Clearwire's use of any related access roads, (iii.) Clearwire's
operation of the Clearwire Improvements, or (iv.) the termination of the License by either
Party.
8.3 Termination by City: City shall have the right to terminate a Schedule if any of the following occur:
8.3.1 Clearwire Default. Clearwire commits a default under this License Agreement with respect to
such Schedule and fails to cure such default within (i) ten (10) business days after Clearwire
receives written notice of the default where the default is a failure to pay the annual fee for the
subject Premises when due, or (ii) thirty (30) calendar days after Clearwire receives written
notice of any other default; however, if the period reasonably necessary to cure takes longer
than thirty (30) calendar days and Clearwire commences to cure the default within such thirty
(30) calendars and diligently pursues such cure to completion, then such default shall not result
in termination of the associated Schedule. A violation of the Schedule's Conditions of
Approval shall be deemed a default for purposes of this subsection.
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b. Damage to Licensed Premises. The Premises are wholly or partially damaged or destroyed so
as to interfere with CleaIwire's normal operations, City has no obligation to repair tinder
2.8.2(a), and neither party elects to repair.
c. Threat to Public. The City Manager detenllines in good faith that there exists an immediate and
substantial threat to public health and safety due to particular circumstances affecting the
Premises that cannot be rectified through means less onerous than termination (such as
temporary emergency cessation of use by Clearwire pending corrective work), in which case
the City may terminate the Schedule immediately and shall notify Clearwire as soon thereafter
as reasonably possible.
8.4 Termination Due to Transfer of Licensed Premises: A Schedule shall automatically terminate as
of the date that possession of a Licensed Premises, 0'. portion thereof, is delivered to any
governmental authority pursuant to the exercise of its powe,. of eminent domain, if, in Clearwire's
good faith opinion, such transfer renders the Licensed Premises, or p0l1ion thereof, unsuitable for
Cleanvire's normal operations.
8.5 Rights of Parties Following Termination: Upon tennination of this License or any Schedule(s),
neither Party shall have any further rights, obligations or liabilities to the other, except those under the
License or applicable Schedule which: (i.) by express provisions or their sense and context are
intended to survive termination; (iL) are related to the period prior to termination; or (iii.) where
tennination is by reason of breach or default of the other party.
9. NOTICE AND APPROVALS
9.] Writing: Any demand upon or notjce required or permitted to be given by one Party to the other
Party shall be in writing.
9.2 Effective Date: Except as otherwise provided by law, any demand upon or notice required or
pennitted to be given by one Party to the other Party shall be effective: (i) on personal delivery, (ii)
on the second business day after mailing by certified or registered U.S. Mail, return receipt requested,
or (iii) on the succeeding business day after mailing by Express Mail or after deposit with a private
delivery service of general use (e.g., Federal Express) postage or fee prepaid as appropriate.
9.3 Recipients: All demands or notices required or pel1llitted to be given shall be sent to all of the
following:
9.3.1 City Manager, City ofChula Vista
276 Fourth Avenue
Chula Vista, California 91910
Phone: (6] 9) 69 I -503 I
Fax: (6] 9) 585-5884
9.3.2 Clear Wireless, LLC.
Attn: Lease Administrator
4400CarillonPoint
Kirkland, Washington, 98033
9.3.3 Clear Wireless, LLC.
Clear Wireless Chico
2485 Notre Dame, Suite 750
Chico, CA 95928
530.893.3051 (phone)
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9.4 Change of Address(es): Notice of change of address shall be given in the manner set fOJ1h in this
Section
9.5 Approvals: For administrative purposes, any actIvity covered by this License, which requires
permission or consent shall be sent in accordance wid1 and to the same individuals identified in the
Notice provisions, above.
10 MISCELLANEOUS
10.1 Headings: All section headings are for convenience only and shall not affect the interpretation of this
License.
10.2 Gender & Number: Whenever the context requires, the use herein of (i) the neuter gender includes
the masculine and the feminine genders and (ii) the singular number inclndes the plural number.
10.3 Reference to Sections: Each reference in this License to a section refers, unless otherwise stated, to a
section in this License.
10.4 Incorporation of Recitals: All recitals herein are incorporated into this License and are made a paJ1
hereof.
10.5 Covenants and Conditions: All provisions of this License expressed as either covenants or
conditions on the part of the City or the Clearwire, shall be deemed to be both covenants and
conditions.
10.6 Integration: This License, the Exhibits, Recitals, and references incorporated into this Agreement
fully express all understandings of the Parties concerning the matters covered in this License. No
change, alteration, or modification of the terms or conditions of this License, and no verbal
understanding of the Parties, their officers, agents, or employees shall be valid unless made in the
form of a written change agreed to in writing by both Parties or an amendment to this License agreed
to by both Parties. All prior negotiations and agreements are merged into this License.
] 0.7 Severability: The unenforceability, invalidity, or illegality of any provision of this License shall not
render any other provision of this License unenforceable, invalid, or illegal.
10.8 Drafting Ambiguities: The Parties agree that they are aware that d1ey have the right to be advised
by counsel with respect to the negotiations, terms and conditions of this License, and the decision of
whether or not to seek advice of counsel with respect to this License is a decision which is the sole
responsibility of each Party. This License shall not be constroed in favor of or against either Party by
reason of the extent to which each Party participated in the drafting of the License.
] 0.9 Conflicts Between Terms: If an apparent conflict or inconsistency exists between the main body of
this License and the Exhibits, the main body of this License shall control. If a conflict exists between
an applicable federal, state, or local law, rule, regulation, order, or code and this License, the law,
rule, regulation, order, or code shall control. Varying degrees of stringency among the main body of
this License, the Exhibits, and laws, roles, regulations, orders, or codes are not deemed conflicts, and
the most stringent requirement shall control. Each Party shall notifY the other immediately upon the
identification of any apparent conflict or inconsistency concerning this License.
10.10 Prompt Performance: Time is of the essence of each covenant and condition set forth in this
License.
10.11 Good Faith Performance: The parties shall cooperate with each other in good faith, and assist each
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other in the performance of the provisions of this License.
10.12 Further Assurances: City and Clearwire each agree to execute and deliver such additional
documents as may be required to effectuate the purposes of this License.
10.13 Exhibits: Each of the following Exhibits is attached hereto and incorporated herein by this reference:
Exhibit A - Sample Improvements
Exhibit B - Schedule of Premises
Exhibit C - Annual Fees
10.14 Compliance with Controlling Law: Clearwire shall comply, at its sole cost and expense, with all
laws, ordinances, regulations, and policies of federal, state, and local governments now in effect or
which may hereafter be in effect applicable to this License ("Laws"). Clearwire shall be responsible
for obtaining any pelmits and approvals from any agency having jurisdiction over Clearwire's
activities, and any rights of Clearwater granted through this License are conditioned upon Clearwire,
or Clearwire's assigns, complying with all Laws, including those requiring and maintaining
governmental permits and approvals which enable Clearwire, or its assigns, to construct Clearwire's
Improvements and operate mobile/wireless communications facilities thereon. City shall have no
responsibility or liability for compliance with any such Laws.
10.15 Jurisdiction, Venue, and Attorney Fees: The venue for any suit or proceeding concerning this
License, the interpretation or application of any of its terms, or any related disputes shall be in the
County of San Diego, State of California. The prevailing Party in any such suit or proceeding shall be
entitled to a reasonable award of attorney fees in addition to any other award made in such suit or
proceed ing. ,.
10.16 Municipal Powers: Nothing contained in this License shall be construed as a limitation upon the
powers of the City as a chartered city of the State of California.
10.17 Administrative Claims Requirements and Procedures: No suit or arbitration shall be brought
arising out of this License, against the City unless a claim has lirst been presented in writing and liled
with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34
of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of
which are incorporated by this reference as if fully set forth herein, and such policies and procedures
used by the City in the implementation of same. Upon request by City, Clearwire shall meet and
confer in good faith with City for the purpose of resolving any dispute over the terms of this License.
10.18 Third-Party Relationships: Nothing in this License shall create a contractual relationship between
City and any third party.
10.19 Non-Assignment: Clearwil'e shall not assign any rights or obligations under this License, whether by
express assignment, sale of the company, or any monies due or to become due, without the City's
prior written approval. Any such assignment in violation of this provision, including those by
operation of law, shall constitute a material breach and, at the discretion of the City, immediately
terminate this License. Approval of any such proposed assignment may be withheld in the sole and
absolute discretion of the City. In no event shall any putative assignment create a contractual
relationship between the City and any putative assignee.
10.19.1 Notwithstanding Section 10.19, above, Clearwire may, without City's approval and in
Clearwire's sole discretion, from time to time, do any of the following:
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a. Grant to any person or entity a security interest in some or all of CIearwire's
Improvements and/or other property used or to be used in connection with this License.
b. Assign (i) to any entity which has, directly or indirectly, a 30% or greater interest in
Clearwire (a "parent") or in which Clearwire or a Parent has a 30% or greater interest
(an "Amliate"); (ii) to any entity with which Clearwire and/or any Affiliate may merge
0" consolidate; (iii) to a buyer of substantially all of the outstanding ownership units or
assets of Clearwire or any Affiliate; or (iv) to the holder or transferee of the Federal
Communications ("FCC") license under which Clearvvire's Improvements are operated,
upon FCC approval of any such transfer. Any such assignment shall not be effective
until the assignee signs and delivers to City a document in which the assignee assumes
responsibility for all C1earwire's obligations under this License arising from and after
the effective date of assignment.
10.20 Successors in Interest: This License and all rights and obligations created by this License shall be in
force and effect whether or not any Parties to the License have been succeeded by another entity, and
all rights and obligations created by this License shall be vested and binding on any Party's successor
in interest.
10.21 No Waiver: No failure of either the City or the Clearwire to insist upon the strict performance by the
other of any covenant, term or condition of this License, nor any failure to exercise any right or
remedy consequent upon a breach of any covenant, term, or condition of this License, shall constitute
a waiver of any stich breach of such covenant, term or condition. No waiver of any breach shall affect
or alter this License. and each and every covenant, condition, and term hereof shall continue in full
force and effect to any existing or subsequent breach.
10.22 Waiver of Property, Relocation and Condemnation Rights: Cleatwire acknowledges and agrees
that this License does not confer aI'y of the following: a property right or interest (other than a
possessory interest for the purpose t..xation (e.g. under Section 107 of the California Revenue and
Taxation Code), a right to relocation, or relocation assistance.
10.23 Limitation on City Liability: Notwithstanding any provision in this License to the contrary,
Clearwire's sole remedies for the City's breach of the License shall be (i.) termination of the License
or one or more Schedules, as appropriate; (il.) specific performance or it\iunction; or (iii.) the right to
withhold amounts in contest which are otherwise due and payable to City hereunder with respect to
one or more Licensed Premises; provided that the foregoing limitation on liability does not apply to
City's rebate obligation under Section 4.1.4. In no event shall Clearwi,'e be entitled to monetary
damages, other than the payment of the rebate amount, against the City for breach of contract
hereunder.
10.23 Signing Authority: The representative for each Party signing on behalf of a corporation, partnership,
joint venture or governmental entity hereby declares that authority has been obtained to sign on behalf
of the corporation, partnership, joint venture, or entity and agrees to hold the other Party or Parties
hereto harmless if it is later detennined that such authority does not exist.
(NEXT PAGE IS SIGNATURE PAGE]
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SIGNATURE PAGE TO MASTER COMMUNICATIONS SITE LICENSE AGREEMENT
IN WITNESS WHEREOF, the City of Chula Vista and Clear Wireless have executed this License
thereby indicating that they have read and understood same, and indicate their full and complete consent to its
terms.
THE CITY OF CHULA VISTA, CLEAR WIRELESS LLC.,
A Municipal Corporation a Nevada Limited Liability Company
By: BY:0~~ ';...
Its: Its: ()~ ~1 L-..~
Dated: Dated: ?--'~-/O
Attest:
Susan Bigelow. City Clerk
Approved as to form and legality:
BART MEISFELD, City Attorney
By:
Deputy City Attorney
Exhibit List to Agreement
(I) Exhibit A Sample Improvements
(2) Exhibit B Schedule of Premises
(3) Exhibit C Annual Fees
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EXHIBIT A
Sample Cleatwire Improvements
[To be Inserted]
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EXHfBIT B
SCHEDULE OF PREMISES
(.4ttached as PDF in Draft)
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EXHIBIT C
ANNUAL FEES
2014
;;~i;;J1JI5'Li1~j
2016 25,075 16,726
iIf~jij1~~ti ~4:~F~f~~~$}Q~7i/ ~X(~t;.~~WZ~j'~8~
2018 26,602 2,217 17,745
:~F~&:~Q1~~~]~ ;~~~1i~~~{~~j!($.Q~ ~~~(h~~~#%,ii~~}2a~i~ fiiltiI~~i~~'8r~1,t1:,~:
2020 28,222 2,352 18,826
* Maximum 1 O'x 10' area or enclosure ( 1 Large cabinet; approximately 51"W x 78"H x 42"D )
u Maximum 7'xl' area or enclosure one cabinet
*** Approximately 26"x 55"x 26" area (small cabinet)
2010 Annual Fee of$21,OOO separatoly ~ 12 Antennae@ $13,535 & 100sq ft foot print @ $7,654
$4,500 Annual Fee for 3 antennae and 1 cabinet of27 cubic feet or less
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