HomeMy WebLinkAboutNew Towers License agmt Site Fresno Radio Hut CA4 /.: _ ôLlL
Licensor Site Name / Number: FRESNo RADto HUT cA, cA ,r,ål/oS/pó S
Licensee Site Name / Number: Fresno / C4001
LICENSE AGREEMENT
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This LICENSE AGREEMENT ("Agreement") entered into as of the latter signature date hereof ("Effective Date") by and
between New Towers LLC, a Delaware limited liability company, with a place of business at 10 Presidential Way, Woburn,
MA 01801 ("Licensor") and the City of Fresno, a California municipal entity ("Licensee").
I. TOWER FACILITY INFORMATION:
Site Name: FRESNO RADIO HUT CA
Site Number; 318140
Address and/or location of Tower Facility: IXC Radio Hut. 4607 E. Vine, Fresno, CA,93725-2191
Tower Facility Coordinates: Lat. 36-42-14.88 N Long. 119-44-34.21W
II. NOTICE & EMERGENCY CONTACTS:. Licensee's local emergency contact (name and number): Tom Rowe (559) 621-2255.o Licensor's local emergency contact: Network Operations Communications Center (800) 830-3365.r Notices to Licensee shall be sent to:
Tom Rowe
2323 Mariposa Mall
Fresno, C493721
Facsimile: (559) 457-1 190
Phone: (559) 621-2255.
" Notices to Licensor shall be sent to:
Attention: Contracts Manager
10 Presidential Way
Woburn, MA 01801
(781) 926-4545
. With Copy To:
Attention: General Counsel
American Towers, lnc.
1 16 Huntington Avenue
Boston, MA 02116
. Licensor's Remittance Address: SpectraSite Communications, LLC, P. O. Box 751760, Charlotte, NC 28275-1760, Attn:
Property Management; all payments shall include a reference to the Site Name and Site Number as identified above in
Section l.
III. PERMITTED USE OF TOWER FACILITY BY LICENSEE:. Transmitting and Receiving frequencies: See Exhibit A for specifìc frequencies. Antenna mount height on tower: See Exhibit A for specific location. All other permitted uses of the Tower Facility including Licensee's Approved Equipment, and the Licensed Space are
fudher described in section 4 of this Agreement and Exhibits A and B attached hereto.
IV. FEES & TERM
Monthly License Fee: One Thousand Five Hundred Dollars and 00/100 ($1,500.00), increased by the Annual Escalator on
the fìrst anniversary of the Commencement Date of this Agreement and each anniversary of the Commencement Date
thereafter during the Term (as defined in Appendix l). The Annual Escalator is 3%.
Application Fee: N/4.
Relocation Application Fee; N/4.
Site lnspection Fee: Five Hundred Dollars ($500.00), increased annually on each anniversary of the Commencement Date of
this Agreement by a percentage rate increase equal to the Annual Escalator.
lnitial Term: Aperiodoffìfteen(15) yearsbeginningontheCommencementDate. The"CommencementDate"shall bethe
earlier of: (i) the date of Licensor's issuance of a Notice to Proceed ("NTP') or (ii) April 30, 2015.
Renewal Terms: Four (4) additional periods of fìve (5) years each.
ECM#41028
Rev 02.24.09^
*^_="
Licensor Site Name / Number: FRESNO RADIO HUT CA, CA I 318140
Licensee Site Name / Number: Fresno / C4001
Connection Fee (as described in section 5(b)): N/4.
Electricity for operation of Approved Equipment is to be provided by (check one):
! Licensor, with the cost of such electricity to be paid by Licensee at the initial rate of $_ per month ("Utility Fee")
subject adjustment pursuant to Section 5(b), OR
X Licensee, at its sole expense.
V. TERMS & CONDITIONS
The attached terms and conditions are incorporated herein by this reference.
VI. OTHER PROVISIONS:
Other provisions: (check one): n None X As listed below
A) ln no event shall Licensee's Lrse of the Tower Facility, or operation of any of its equipment thereon, be conducted in
a manner that interferes with Licensor's lighting system located on any of the towers, building systems, or, in the
event that Licensee's equipment is installed on the rooftop of a building, such equipment objectionably interferes
withequipmentofanykindusedbybuildingtenantswhoarenottenantsoftheLicensor. lntheeventthatsuch
interference does occur, Licensee shall mitigate or eliminate said interference. ln the event Licensee is unable to
sufficiently mitigate or eliminate such interference through good faith and commercially reasonable efforts, Licensee
shall have the right to terminate this License with no further ongoing liabilities and/or obligations after the effective
date of termination.
B) ln the event that no funds or insufficient funds are appropriated and budgeted in any fìscal period for payments
pursuant to this Agreement, Licensee shall immediately notify Licensor in writing of such occurrence and the
Agreement shall terminate on the last day of the fìscal period for which sufficient appropriations have been received
and made without penalty or expense to Licensee. Notwithstanding the foregoing, the effective date of any such
termination shall not pre-date receipt of the notice of such termination by Licensor from Licensee. Upon termination,
Licensee shall remove Approved Equipment pursuant to terms of Section 10(c) of the Agreement.
[Signatures appear on next page]
ECM#41028
P.ev,0224 09
Licensor Site Name / Number: FRESNO RADIO HUT CA, CA I 318140
Licensee Site Name / Number: Fresno / C4001
lN WITNESS WHEREOF, each Party in consideration of the mutual covenants contained herein, and for other good and
valuable consideration, intending to be legally bound, has caused this Agreement to be executed by its duly authorized
representative as of the date and year written below; provided, however, that this Agreement shall not become effective as to
either Party until executed by both Parties.
LICENSOR
New Towers LLC, a Delaware limited liability company
By:
Print Name:
Its:
Date:
LICENSEE
The City of Fresno, a California municipal entity
By
Pri
ECM#41028
Rett 02.24.09
1
L¡censor Site Name / Number: FRESNO RADIO HUT CA, CA I 318140
Licensee Site Name / Number: Fresno / CA001
Tenms Aro CoHorrors
DEFINITIONS. Capitalized terms defined in the body of this Agreement are indexed by location on Appendix I attached
hereto. Capitalized terms used in Agreement but not defined herein are defined in Appendix l.
GRANT OF LICENSE. Subject to the terms of this Agreement, Licensor hereby grants Licensee a non-exclusive
license to install, maintain and operate the Approved Equipment at the Licensed Space. All Approved Equipment shall
be and remain Licensee's personal property throughout the Term of this Agreement. Licensor shall maintain the Tower
Facility in good order and repair, wear and tear, damage by fire, the elements or other casualty excepted. ln no event
shall Licensee's license as granted herein include rights to use the air space above the Approved Equipment, and
Licensor reserves the right to install, construct and/or operate additional improvements or equipment of Licensor or
others above Licensee's Approved Equipment, including Licensee's shelter (commonly referred to as "stacking"),
provided that such additional improvements or equipment shall not materially and adversely interfere with the access to
or operation of the Approved Equipment, including Licensee's shelter. Licensee is not required to utilize a stackable
shelter, provided that, if Licensee opts to install a shelter that is not stackable and if Licensor receives an offer to license
the air space above Licensee's non-stackable shelter by a proposed subsequent user, Licensor may, at its election,
upon thirty (30) days prior written notice require Licensee to replace such non-stackable shelter with a stackable shelter
of a comparable size, provided that the proposed subsequent user agrees in writing to be wholly responsible for the cost
of Licensee's shelter replacement. Subject to any limitations contained in the Ground Lease, Licensor grants Licensee a
right of access to the Tower Facility twenty-four (24) hours per day, seven (7) days per week during the Term. Licensor
grants Licensee a designated location for the installation of Licensee's utilities over, under or across the Tower Facility
(collectively, "Easement"). L¡censee shall be responsible for any and all Damage or loss that results from the installation
of any cables or utility wires by Licensee or any company or person retained by Licensee (including a public utility
company), including, without limitation, any damage or loss that results from the accidental cutting of utility wires or cables
of any other party operating at the Tower Facility. Licensor shall provide Licensee with one set of keys and/or codes to
acæss the Tower Facility. Licensee shall be responsible for ensuring that Licensor has, at all times, a complete and
accurate written list of all employees and agents of Licensee who have been provided keys or access codes to the
Tower Facility. Licensor shall have the right to continue to occupy the Tower Facility and to grant rights to others to the
Tower Facility in its sole discretion to the efent that such actions do not interfere with Lessee's rights to use the Tower
Facility provided hereunder. Licensee shall have no property rights or interest in the Tower Facility or the Easement by
virtue of this Agreement. lf Licensois right to license space on the Tower Facility to Licensee is subject to a right of first
refusal for the benefit of a third party and if such third party exercises its right of first refusal prior to the Commencement
Date, Licensor may terminate this Agreement upon written notice to Licensee.
EXH¡BITS. Within forg-five (45) days following the commencement of the installation of the Approved Equipment,
Licensee shall provide Licensor with as-built or construction drawings showing the Approved Equipment as installed [in
both hard copy and electronic forml ("Gonstruction Drawings"); such Construction Drawings shall include the location
of any shelters, cabinets, grounding rings, cables, and utility lines associated with Licensee's use of the Tower Facility.
Upon receipt, Licensor shall attach the Construction Drawings as Exhibit C hereto. ln the event that Licensee fails to
deliver the Construction Drawings as required by this section, Licensor may cause such Construction Drawings to be
prepared on behalf of Licensee and Licensor shall assess a fee for such Construction Drawings in an amount equal to
120o/o of the actual cost of obtaining the Construction Drawings including in-house labor, which upon invoicing shall
become immediately due and payable by Licensee. ln the event of inconsistency or discrepancy between (a) Exhibit A
and Exhibit B hereto, Exhibit A shall govern, and (b) between Exhibit A (with respect to Approved Equipment and
antenna locations) together with Exhibit B (with respect to Ground Space installation locations) and Exhibit C hereto,
Exhibits A and B shall govern, notwithstanding any approval or signature by Licensor or its agents. Licensee hereby
acknowledges and agrees that installation of the Approved Equipment must be in strict accordance with the approved
Construction Drawings and Exhibits A and B. Notwithstanding the forgoing, Licensee shall not infer nor shall
acceptance of the Construction Drawings by Licensor be deemed to be a representation by Licensor that (i) such
Construction Drawings or the plans and specifications described therein are in compliance with federal, state or local
laws, ordinances, rules or regulations, (ii) that such installation shall not cause impermissible or unlawful interference, or
(iii) that such installation is consistent with Licensee's permitted installation as specifically set forth in Exhibits A and B
hereto.
USE. Subject to the terms of the Ground Lease, Licensee shall be permitted the non-exclusive right to install, maintain,
operate, service, modify and/or replace its Approved Equipment at the Licensed Space, which Approved Equipment
shall be utilized for the transmission and reception of wireless voice and data communications signals (such
transmission and reception to be solely within the Permitted Frequencies, and, if the Permitted Frequencies include
licensed spectrum, within the spectrum licensed to Licensee by the FCC). lf as of the Effective Date, Licensee's
wireless business consists of a one-way network which requires only that signals be transmitted from the Tower Facility,
then notwithstanding the foregoing sentence, Licensee's use of Tower Facility under this Agreement shall be limited to
the transmission of wireless voice and data communications signals. Licensee's permitted use with respect to the
Licensed Space shall be limited solely to that enumerated in this section, and, except pursuant to separate agreement
ECM#41028
Rev. 02.24.09
3
Licensor Site Name / Number: FRESNO RADIO HUT CA, CA I 318140
Licensee Site Name / Number: Fresno / C4001
with Licensor, no person or entity other than Licensee shall have the right to install, maintain or operate its equipment or
transmit or receive communications at, or otherwise use, the Licensed Space.
LICENSE FEES; TAXES; ASSESSMENTS.
(a) Monthly License Fee. The Monthly License Fee as adjusted by the Annual Escalator, shall be payable in advance
on the first day of each calendar month during the Term beginning upon the Commencement Date. lf the
Commencement Date is not the first day of a calendar month, the Monthly License Fee for any partial month shall
be prorated on a daily basis.
(b) Utilities. All utility services installed on the Tower Facility for the use or benefit of Licensee shall be made at the
sole cost and expense of Licensee and shall be separately metered from Licensor's utilities. Licensee shall be
solely responsible for extending utifities to the Tower Facility as necessary for the operation of the Approved
Equipment and for the payment of utility charges including connection charges and security deposits incurred by
Licensee. Licensee shall obtain and pay the cost of telephone connections, the installation of which shall be in
compliance with the procedures for installation and maintenance of Approved Equipment set forth herein.
(c) Taxes.
(i) Property Taxes. Licensee shall be responsible for the reporting and payment when due of any
tax directly related to Licensee's ownership or operation of the Approved Equipment and such reporting and
payment shall be made directly to the appropriate tax authorities. Licensee shall reimburse Licensor in full for any
taxes assessed against Licensor but attributed to the Approved Equipment within thirty (30) days of Licensois
request for such reimbursement. Licensor shall pay all property taxes directly assessed against Licensor's property
or for which Licensor is obligated to pay under the Ground Lease, provided, however, Licensee shall reimburse
Licensee's pro rata share of such taxes. Licensee's pro rata share shall be determined by dividing such taxes
evenly among all users Licensor has permitted to utilize any portion of the Tower Facility. Licensee shall reimburse
Licensor for such taxes within thirty (30) days of Licenso/s request for such reimbursement.
(¡i) Sales; Use and Other Taxes. lf applicable, Licensor shall be responsible for billing, collecting, reporting, and
remitting sales, use and other taxes directly related to any License Fee or other payments received pursuant to this
Agreement. Licensee shall be responsible for reimbursing Licensor for all such sales, use and other taxes billed
related to any payments received pursuant to this Agreement. Licensor shall add to the License Fee or any other
payment then due and payable any associated sales, use or other tax, which shall be paid by Licensee at the same
time and in the same manner as License Fee or other payment due and payable under this Agreement. (d)
Federal Use Fees & Assessments. ln the event that a particular Licensed Space is at a Tower Facility located on
property which is owned by the Bureau of Land Management ("BLìll') or the United States Forest Service ('USFS),
Licensee shall reimburse Licensor for any and all fees or assessments attributable to this Agreement or Licensee's
use of the Licensed Space paid by Licensor to the BLM or USFS related to such Tower Facility within thirty (30)
days of Licensor's request for such reimbursement.
(e) Restrictions on Reimbursement. Solely for the purposes of determining Licensee's portion of such taxes, fees,
assessments or similar expenses as contemplated in this Section 5 or anywhere else in this Agreement, if any such
amounts are determined in whole or in part on the income or profits (aside from gross revenues) of any person or
entity, Licensor and Licensee shall agree on a fixed amount (subject to the Annual Escalator, which shall be applied
in the same manner as it is applied to the License Fee), that shall be treated as such tax, fee, assessment or similar
expense in lieu of the actual amount, which agreed to amount shall be set forth in an amendment to this
Agreement.
(f) Payment Address. All payments due under this Agreement shall be made to Licensor at Licenso/s Remittance
Address shown on page 1 of this Agreement or such other address as Licensor may notify Licensee of in writing.
(S) No Set-Off. All payments due under this Agreement shall be due without set-off, notice, counterclaim or demand
from Licensor to Licensee.
(h) Effect of Partial Payment. No endorsement or statement on any check or letter accompanying a check for
payment of any monies due and payable under the terms of this Agreement shall be deemed an accord and
satisfaction, and Licensor may accept such check or payment without prejudice to its right to recover the balance of
such monies or to pursue any other remedy provided by law or in this Agreement.
TERM.
(a) lnitial Term. The lnitial Term of this Agreement shall be as specified on page 1.
ECM#41028
Rev. 02 24.09
Licensor Site Name / Number: FRESNO RADIO HUT CA, CA I 318140
Licensee Site Name / Number: Fresno / C4001
(b) Renewal Term. The Term of this Agreement may be extended for each of the Renewal Terms as specifled on page
1 of this Agreement, provided that at the time of each such renewal, (i) the Ground Lease remains in effect and has
not expired or been terminated, (ii) Licensee is not in default hereunder and no condition exists which if left uncured
would with the passage of time or the giving of notice result in a default by Licensee hereunder and (iii) the original
Licensee identified on page 1 of this Agreement has not assigned, sublicensed, subleased or otherwise transferred
any of its rights hereunder. Provided that the foregoing conditions are satisfied, this Agreement shall automatically
renew for each successive Renewal Term unless either Party notifies the other in writing of its intention not to renew
this Agreement at least one hundred eighty (180) days prior to the end of the then existing Term.
(c) Holdover Term. lf Licensee fails to remove the Approved Equipment at the expiration of the Term, such failure shall
be deemed to efend the terms of this Agreement on a month-to-month basis under the same terms and conditions
herein except that (i) a Monthly License Fee shall be due on or before the first day of every calendar month during
such month-to-month term in an amount equal to 150% of the Monthly License Fee in effect for the last month of the
Term ("Holdover Fee"), such Holdover Fee to escalate annually on the anniversary of the Commencement Date by
an amount equal to 6% of the Holdover Fee in effect for the month immediately prior to the month in which
escalation takes place, and (ii) the month-to-month extension shall be terminable upon fifteen (15) days' prior written
notice from either Licensor or Licensee to the other; provided, however, nothing contained herein shall grant
Licensee the unilateral right to extend the Term of this Agreement after the expiration of the Term. ln addition to the
Monthly License Fee payable to Licensor in the event of an extension under this subsection 6(c), Licensee agrees
to indemnify and hold Licensor harmless from any Damages arising out of or in connection with the extension, the
operation of the Approved Equipment at the Tower Facility and Licensee's failure to perform all of its obligations
under this Agreement at the termination or earlier expiration of this Agreement.
7. LIMITED COMMON EXPENSES. Licensee shall reimburse Licensor for Licensee's pro-rata share of all common
expenses (the "Gommon Expenses") incurred by Licensor in the installation, operation, maintenance and repair of the
Tower Facility, including, but not limited to, the construction, maintenance and repair of a common septic system and
field, insurance, common utilities and any and all other costs of operating and maintaining the Tower Facility.
Notwithstanding the foregoing, the cost and expenses associated with any Damage which is directly attributable to the
acts or omissions of Licensee or Licensee's contractors shall be borne solely by Licensee. Licensee shall not be
required to pay any share of costs or expenses incurred to replace the Tower. ln the event that Licensee also licenses
space within a building or shelter owned by Licensor on the Tower Facility, Licensee shall also reimburse Licensor for its
pro-rata share of all Common Expenses incurred for the operation, maintenance, repair and replacement associated
with such building or shelter, including, without limitation, the physical structure of the building, HVAC system, and
common utility expenses. ln the event that Licensee is connected to a generator or back-up power supply owned by
Licensor, Licensee shall also reimburse Licensor for its pro-rata share of all expenses incurred for the operation,
maintenance, repair and replacement associated with such generator, including, without limitation, fuel expenses. For
the purposes of this section, a "pro-rata share" of costs and expenses shall be determined based on the number of
licensees using the Tower Facility (or with respect to a shared shelter or building, the number of licensees using
Licensois shelter or building) on the first day of the month in which an invoice is mailed to Licensee. Licensee shall
reimburse Licensor for Common Expenses within thirty (30) days following receipt of an invoice from Licensor.
SITE INSPECTION. Concurrent with Licensee's delivery of a fully executed Agreement to Licensor, and before the date
of any subsequent modifications to or installation of additional Approved Equipment, Licensee shall pay Licensor the
Site lnspection Fee as defined on page 1 of this Agreement. Licensee acknowledges that any site inspection performed
by Licensor of Licensee's installation is for the sole purpose and benefit of Licensor and its affiliates, and Licensee shall
not infer from or rely on any inspection by Licensor as assuring Licensee's installation complies with any Applicable
Laws, that the installation was performed in a good, workmanlike manner or that such installation will not cause
impermissible or unlawful inteference.
LABELING. Licensee shall identify its Approved Equipment, including its equipment cabinets and coaxial cable (at the
top and bottom of the Tower) (unless such cabinet is located in a building or cabinet owned by Licensee) by labels with
Licensee's name, contact phone number and date of installation. ln the event that Licensee fails to comply with this
provision and fails to cure such deficiency within ten (10) days of Licenso/s written notice of such failure, Licensor may,
but is not obligated to, in addition to any other rights it may have hereunder, label the Approved Equipment and assess
against Licensee a fee of One Thousand Five Hundred Dollars ($1,500.00) which shall be payable to Licensor upon
receipt of an invoice therefor. Licensor shall not be responsible to Licensee for any expenses or Damages incurred by
Licensee arising from the interruption of Licensee's service caused by Licensor, if Licensor is unable to identify the
Approved Equipment as belonging to Licensee as a result of Licensee's failure to label such Approved Equipment.
IO. IMPROVEMENTS BY LICENSEE.
(a) lnstallation and Approved Vendors. Prior to the commencement of any Work on the Tower Facility, Licensee
shall submit to Licensor for review and approval, which approval shall not be unreasonably withheld, detailed plans
ECM#41028
Rev. 02 24.09
8.
9.
(b)
LicensorsiteName/Numbe:iå:,t"t-".m7ittiHl,lå;Sî.iïiåå?
and specifications accurately describing all aspects of the proposed Work. Licensee shall provide notice to Licensor
no less than five (5) days prior to the date upon which Licensee intends to commence Work at the Tower Facility,
together with a construction schedule, so Licensor has the opportunity to be present during any such Work.
Licensee shall not commence Work on the Tower Facility until Licensor issues to Licensee a NTP. Licensor shall
issue a NTP only upon request from Licensee and receipt of the following complete and accurate documentation:
(1) evidence that any contingencies set forth in the approval of Licensee's Application have been satisf¡ed; (2)
evidence that Licensee has obtained all required governmental approvals including, but not limited to, zoning
approvals, building permits, and any applicable environmental approvals including copies of the same; (3) a copy of
the plans and specifications that have been approved by Licensor for the proposed equipment installation; (4)
evidence that any party, other than the Licensor but including the Licensee, that will be performing the Work are on
Licenso/s approved vendor list, with valid and current worker's compensation and general liability insurance
certificates on file with Licensor naming Licensor as an additional insured and which otheruise satisff the insurance
coverage requirements set forth in section 15(d) of this Agreement; and (5) a construction schedule. ln no event
will a NTP be issued prior to the payment by Licensee of a Relocation Application Fee when required pursuant to
section 10(c) of this Agreement. Notwithstanding anything to the contrary in this Agreement, Licensor reserves the
right, in its sole discretion, to refuse to permit any person or company to climb the Tower.
Structural Analysis/lnterference Analysis. Prior to the commencement of any Work on the Tower Facility by or
for the benefit of Licensee, Licensor may, in its reasonable discretion, perform or cause to be performed a structural
analysis or require a professional engineer's certifled letter to determine the availabili$ of capacity at the Tower
Facility for the installation or modification of any Approved Equipment and/or additional equipment at the Licensed
Space by Licensee. Licensee agrees to remit payment to Licensor for all reasonable costs and expenses incurred
by Licensor for such structural analysis or professional engineer's certified letter ("Structural Analysis Fee") within
thirty (30) days following receipt of an invoice from Licensor. The foregoing charge shall be at Licenso/s prevailing
rates for the performance of same or the amount Licensor's vendor is then charging Licensor, as applicable. ln the
event a structural analysis is performed after the execution of this Agreement but prior to the initial installation of the
Approved Equipment, and such analysis indicates that the existing Tower cannot accommodate the proposed
installation of Licensee's Approved Equipment thereon, Licensor shall notify Licensee that modification of the Tower
is required and inform Licensee of the fee Licensor will charge Licensee to complete such modification (which fee
shall be a reasonable estimate of Licenso/s actual cost of making such modifications). Such modification shall
become part of the Tower Facility and be Licensor's sole property. lf Licensee elects not to pay such fee, and
Licensee and Licensor do not otherwise reach an agreement regarding the costs of such modification, Licensee or
Licensor may terminate this Agreement upon written notice to the other party. Prior to the commencement of any
initial or subsequent construction or installation on the Tower Facility by or for the benefit of Licensee and/or the
modification of Licensee's Permitted Frequencies propagated from the Licensed Space, Licensor may elect to
perform a shared site interference study ('SSIS) and Licensee shall pay Licensor a fee of One Thousand Six
Hundred Dollars ($1,600.00) per study ('SSIS Fee'), as adjusted annually on the anniversary of the
Commencement Date by a percentage rate equal to the Annual Escalator. This fee shall be payable at the time
Licensee pays the Relocation Application Fee where required pursuant to section 10(c) of this Agreement, or
immediately upon receipt of notice from Licensor that Licensor has determined that a SSIS is required. ln the event
a SSIS is performed after the execution of this Agreement by Licensor but prior to the installation of Licensee's
Approved Equipment, and such SSIS indicates that the proposed installation of Licensee's Approved Equipment on
the Tower is acceptable, such an indication in no way relieves Licensee of its obligations under section 11 herein.
Equipment; Relocation, Modification, Removal. Licensor hereby grants Licensee reasonable access to the
Licensed Space for the purpose of installing and maintaining the Approved Equipment and its appurtenances.
Except as otherwise provided, Licensee shall be responsible for all site Work to be done on the Licensed Space or
the Easement pursuant to this Agreement. Licensee shall provide all materials and shall pay for all labor for the
construction, installation, operation, maintenance and repair of the Approved Equipment. Licensee shall not
construct, install or operate any equipment or improvements on the Tower Facility other than those which are
described on Exhibit A, alter the Permitted Frequencies, or alter the operation of the Approved Equipment.
Licensee shall submit an Application, utilizing Licensor's then current form, to request the right to replace or modifr
its Approved Equipment, alter the Permitted Frequencies or increase the Ground Space, which Application shall be
accompanied by a Relocation Application Fee. Licensor shall evaluate for approval the feasibility of Licensee's
request, which approval shall be in Licensor's sole discretion and shall not be unreasonably withheld by Licensor.
Licensee acknowledges that any such relocation or modification of the Approved Equipment may result in an
increase in the Monthly License Fee. An amendment to this Agreement shall be prepared to reflect each addition or
modification to Licensee's Approved Equipment to which Licensor has given its written consent and the resulting
increase in the Monthly License Fee, if any. Licensee shall have the right to remove all Approved Equipment at
Licensee's sole expense on or before the expiration or earlier termination of the License provided Licensee repairs
any damage to the Tower Facility or the Tower caused by such removal. Within thirty (30) days of the expiration or
termination of this Agreement for any reason, Licensee shall: (i) remove the Approved Equipment and any other
property of Licensee at the Tower Facility at Licensee's sole risk, cost, and expense; (ii) deliver the Licensed Space
in substantially the same and in as good a condition as received (ordinary wear and tear excepted); and (iii) repair
ECM#41028
Rev. 02.24.09
(c)
11.
(a)
LicensorsiteName/Numbe:Jå:1"\".m7',î,iHl..9å3f;',ilåå?
any damage caused by the removal of the Approved Equipment within ten (10) days of the occurrence of such
damage. lf Licensee fails to timely pay the Holdover Fee or does not remove its Approved Equipment within thirty
(30) days after the expiration or termination of this Agreement, (i) the Approved Equipment shall be deemed
conclusively and absolutely abandoned by Licensee and anyone claiming by, through, or under Licensee except for
Hazardous Materials and waste and Approved Equipment containing Hazardous Materials and waste; and
(ii) Licensor shall have the right to remove the Approved Equipment at Licensee's sole expense and dispose of
such Approved Equipment in any manner Licensor so elects, and Licensee shall reimburse Licensor for its
expenses upon demand without off-set.
RF INTERFERENCE/ USER PRIORITY.
Definitions. For purposes of this section 11, the following capitalized terms shall have the meanings set forth
herein:
(¡) lnterference includes any performance degradation, misinterpretation, or loss of information to a radio
communications system caused by unwanted energy emissions, radiations, or inductions, but shall not include
permissible interference as defined by the FCC, and in addition, with regard to Unlicensed Frequencies,
congestion.
(ii) Licensed Frequencies are those certain channels or frequencies of the radio frequency spectrum that are
licensed by the FCC in the geographic area where the Tower Facility is located.
(iii) A Licensed User is any user of the Tower Facility, including Licensee, which transmits and/or receives
Licensed Frequencies at the Tower Facility, but only with respect to such Licensed Frequencies.
(iv) A Priority User is any Licensed User of the Tower Facility that holds a priority position in relationship to
Licensee for protection from lnterference, as determined in this section 11, which status is subjecl to change
as set forth herein.
(v) A Subsequent User is any user of the Tower Facility that holds a subordinate position in relationship to
Licensee for protection from lnterference, as determined in this section 11, which status is subject to change
as set forth herein.
(vi) Unlicensed Frequencies are those certain channels or frequencies of the radio frequency spectrum that are
not licensed by the FCC and are available for use by.the general public in the geographic area where the
Tower Facility is located.
(vii) An Unlicensed User is any user of the Tower Facility, including Licensee, which transmits and/or receives
Unlicensed Frequencies at the Tower Facility, but only with respect to such Unlicensed Frequencies.
lnformation. Licensee shall cooperate with Licensor and with other lessees, licensees or occupants of the Tower
Facility for purposes of avoiding lnterference and/or investigating claims of lnterference. Upon request, Licensee,
within ten (10) days of Licensor's request, shall provide Licensor with a list of Licensee's transmit and receive
frequencies and Approved Equipment specifications necessary to resolve or investigate claims of lnterference.
Unlicensed Frequencies. Notwithstanding any other provision contained herein, as among Licensor, Licensee
and other users of the Tower or Tower Facility, (i) an Unlicensed User shall have no priority with respect to any
other FCC Unlicensed Users with respect to lnterference; and (ii) an Unlicensed Use/s rights and obligations with
respect to such lnterference shall be determined and governed by FCC Rules and Regulations and any other
Applicable Law. Licensor expressly disclaims any and all warranties and accepts no responsibility for management,
mediation, mitigation or resolution of lnterference among FCC Unlicensed Users operating at the Tower Facility and
shall have no liability therefor.
Licensed Frequencies. Subject to FCC Rules and Regulations and other Applicable Law, the Parties
acknowledge and agree that the accepted industry standard for priority protection from lnterference between
multiple Licensed Users has been based on the priority of occupancy of each user to another user of the Tower or
Tower Facility, which priority has been based on the order of submittal of its collocation Application by each user of
the Tower or Tower Facility. Should Application of FCC Rules and Regulations and other Applicable Law not
resolve any claims of lnterference consistent with subsections 11(e), 11(f) and 11(g) below, as among Licensor,
Licensee and other users of the Tower Facility, (i) each Licensed Use/s priority shall be maintained so long as the
Licensed User does not change the equipment and/or frequency that it is entitled to use at the Tower Facility at the
time of its initial occupancy; and (ii) Licensee acknowledges and agrees that if Licensee replaces its Approved
Equipment or alters the radio frequency of the Approved Equipment to a frequency range other than as described
ECM#41028
Rev.02.24.09
(b)
(c)
(d)
(e)
Li ce n s o r S ite N a m e / N u m be :iff ¡"\"" m ?',rt ü1, 9fu Sf"',iiååî
on page 1 of this Agreement, Licensee will lose its priority position for protection from lnterference with regard to
Approved Equipment operating at the new frequency in its relationship to other Licensed Users which are in place
as of the date Licensee replaces its Approved Equipment or alters its radio frequency, consistent with this section
11.
Correction.
(i) Licensee. Licensee agrees not to cause lnterference with the operations of any other user of the Tower or
Tower Facility and to comply with all other terms and provisions of this section 11 imposed upon Licensee. lf
Licensor determines, in its reasonable discretion based on standard and accepted engineering practices, that
Licensee's Approved Equipment is causing lnterference to the installations of Licensor or a Priority User, Licensee
shall, within forty-eight (48) hours of notification from Licensor, commence such actions as are necessary to
mitigate or eliminate the lnterference, with the exception of ceasing Licensee's operations. lf Licensee cannot
mitigate or eliminate such lnterference within the forty-eight (48) hour period, Licensor may file a complaint with the
FCC (currently the FCC's Enforcement Bureau, Spectrum Enforcement Division) or if such other user of the Tower
Facility which is subject to lnterference from Licensee's Approved Equipment is a Priority User, then upon the
request of such Priority User consistent with Licensor's contractual obligations owed to the Priority User, Licensor
may require that Licensee turn off or power down its interfering Approved Equipment and only power up or use
such Approved Equipment during off-peak hours specified by Licensor in order to test whether such lnterference
continues or has been satisfactorily eliminated. lf Licensee is unable to resolve or eliminate, to the satisfaction of
Licensor, such lnterference within th¡rty (30) days from Licensee's initial notification thereof, Licensee will
immediately remove or cease operations of the interfering Approved Equipment.
(ii) Licensor. Upon the request of Licensee, Licensor hereby covenants to take commercially reasonable efforts to
prohibit a Subsequent User from causing lnterference with the operations of Licensee to the extent Licensee is a
Priority User pursuant this section 11. lf Licensor determines, in its reasonable discretion based on standard and
accepted engineering practices, that a Subsequent Use/s equipment is causing lnterference to the installations of
Licensee, upon Licensee's request, Licensor shall, within forty-eight (48) hours of request, commence such actions
as are necessary to mitigate or eliminate the lnterference, with the exception of ceasing Subsequent Use/s
operations.
(iii) Government Users. Notwithstanding the foregoing, if another user of the Tower or Tower Facility is a
governmental entity, Licensor shall give such governmental entity written notice of the lnterference within five (5)
Business Days of Licensor's determination that such action is reasonably necessary. Licensor shall have the right
to give the governmental entity five (5) Business Days, or more as specified in the governmental site or occupancy
agreement or as required by Applicable Law, from the receipt of such notice prior to Licensor being required to take
any actions required by this subsection 11 (e) to cure such lnterference.
FCC Requirements Regarding lnterference. Nothing herein shall prejudice, limit or impair Licensee's rights under
Applicable Law, including, but not limited to, FCC Rules and Regulations to redress any lnterference independently
of the terms of this section 11. Notwithstanding anything herein to the contrary, the provisions set forth in this
section 11 shall be interpreted in a manner so as not to be inconsistent with Applicable Law, including, but not
limited to, FCC Rules and Regulations and nothing herein relieves Licensee from complying with all Applicable
Laws governing the propagation of radio frequencies and/or radio frequency interference. The Parties acknowledge
that currently FCC Rules and Regulations govern the obligations of wireless telecommunication service providers
with respect to the operation of equipment and use of frequencies. Consequently, the provisions set forth in this
section 11 are expressly subject to CFR, Title 47, including but not limited to Part 15, et seq, governing Radio
Frequency Devices; Parl 20, et seq, governing commercial mobile radio services; Part 24, et seq, governing
personal communications services; and Part 90, et seq, governing private land mobile radio services. ln addition, in
accordance with good engineering practice and standard industry protocols, licensees employ a wide range of
techniques and practices, including those involving the use of proper types of equipment as well those related to the
adjustment of operating parameters, in a mutually cooperative effort to identify and mitigate sources of lnterference.
The obligation of Part 20 licensees, including, but not limited to, private paging, specialized mobile radio services,
cellular radiotelephone service and personal communications services, to avoid lnterference is set forth in 47 CFR
Part 90, Subpart N - Operating Requirements, $90.a03(e). Claims of lnterference are ultimately cognizable before
the FCC's Enforcement Bureau, Spectrum Enforcement Division. Licensee shall observe good engineering
practice and standard industry protocols, applying such commercially reasonable techniques as constitute best
practices among licensees, in the deployment of their frequencies and the operation of the Approved Equipment. lf
Licensee deploys its frequencies or operates the Approved Equipment in a manner which prevents any other user
of the Tower or Tower Facility from decoding signal imbedded in their licensed frequencies such that the Spectrum
Enforcement Division makes a determination that Licensee is the cause of the lnterference and Licensee fails or
refuses to mitigate or eliminate the lnterference within the time and manner proscribed by the Spectrum
Enforcement Division, Licensee shall be default of this Agreement and the remedies set forth in section 22 shall
apply.
9
ECM#41028
Rev 02.24.09
(f)
13.
L¡censorsiteName'-i:*i:iå:i"\".m7'-tiil,9fu
3î;',iiåå?
(g) Public Safety lnterference. As of the Commencement Date, Licensor and Licensee are aware of the publication of
FCC Final Rule, Private Land Mobile Services; 800 MHz Public Safety lnterference Proceeding, Federal Regrsfer
November 22,2004 (Volume 69, Number 224), Rules and Regulations, Page 67823-67853 ("Final Rule"). Claims
of lnterference made by or against users which are public safety entities shall be in compliance with the Final Rule
as and when effective, or othen¡vise in accordance with FCC Rules and Regulations.
(h) AM Detuning. The parties acknowledge that the FCC Rules and Regulations govern the obligations of Licensee
with respect to the operation of the Approved Equipment. Consequently, the provisions set forth in this Agreement
are expressly subject to the FCC Rules and Regulations, including, but not limited to 47 C.F.R. SS 27.63, 22.371
and 73.1692. Licensee agrees, at Licensee's sole cost, to comply with the foregoing as well as any and all other
FCC Rules, Regulations and public guidance relating to AM detuning as such provisions currently exist or are
hereafter modified. Licensee shall be fully responsible for any pre and/or post installation testing for AM interference
at the Tower Facility and for the installation of any new detuning apparatus or the adjustment of any existing
detuning apparatus that may be necessary to prevent adverse effects on the radiation pattern of any AM station
caused by the installation of the Approved Equipment. Licensee shall provide Licensor with written proof of such
compliance. ln the event that Licensee determines that pre or post-installation testing for AM interference is not
required at the Tower Facility, such a determination shall be at Licensee's sole risk. lf Licensee or Licensor
receives a complaint of interference from an AM broadcast station after the Approved Equipment is added to a
Tower or a Tower is modified to accommodate Licensee, Licensee shall eliminate such interference within thirty
(30) calendar days of the receipt of such complaint. Licensee's failure to eliminate such interference within such
thirty (30) day period shall constitute a default under this Agreement and Licensor shall have the right to eliminate
such interference at Licensee's expense. Licensee further agrees to indemnify Licensor in the event that
Licensee's failure to comply with the FCC Rules and Regulations prior to installation/modification of the Approved
Equipment results in any administrative investigation, proceeding or adjudication with respect to Licensor.
SITE RULES AND REGULATIONS. Licensee agrees to comply with the reasonable rules and regulations established
from time to time at the Tower Facility by Licensor, which may be modified by Licensor from time to time upon receipt by
Licensee of such revised rules and regulations. Such rules and regulations will not unreasonably interfere with
Licensee's use of the Licensed Space under this Agreement
DESTRUCTION ; GON DEMNATION.
(a) Destruction. lf the Tower or other portions of the improvements at the Tower Facility owned by Licensor are
destroyed or so damaged as to materially interfere with Licensee's use and benefits from the Licensed Space,
Licensor or Licensee shall be entitled to elect to cancel and terminate this Agreement on the date of such casualty
and any uneamed Monthly License Fee paid in advance of such date shall be refunded by Licensor to Licensee
within thirty (30) days of such termination date. Notwithstanding the foregoing, Licensor may elect, in its sole
discretion, to restore the damaged improvements, in which case Licensee and Licensor shall remain bound to the
terms of this Agreement but Licensee shall be entitled to an abatement of the Monthly License Fee during the loss
of use. lf the Tower is so damaged that reconstruction or repair cannot reasonably be undertaken without removing
the Approved Equipment, then (i) Licensor may, upon giving written notice to Licensee, remove any of the
Approved Equipment and interrupt the signal activity of Licensee, (ii) Licensee may, at Licensee's sole cost and
expense, install temporary facilities pending such reconstruction or repair, provided such temporary facilities do not
interfere with the construction, rebuilding or operation of the Tower, (iii) Licensor agrees to provide Licensee
alternative space, if available, on the Tower or at the Tower Facility during such reconstruction/repair period and (iv)
should Licensor not substantially restore or replace the Tower in a fashion sufficient to allow Licensee to resume
operations thereon within six (6) months of the date of casualty, provided that such six (6) month period shall be
automatically extended for so long as Licensor has commenced and diligently continues to restore or replace such
Tower, and Licensee's operation has been materially disrupted for sixty (60) or more consecutive days, then
Licensee, upon thirty (30) days' prior written notice to Licensor, may terminate this Agreement.
(b) Condemnation. lf the whole or any substantial part of the Tower Facility shall be taken by any public authority
under the power of eminent domain or in deed or conveyance in lieu of condemnation so as to materially interfere
with Licensee's use thereof and benefits from the Licensed Space, then this Agreement shall terminate on the part
so taken on the date of possession by such authority of that part, and Licensor or Licensee shall have the right to
terminate this Agreement and any unearned Monthly License Fee paid in advance of such termination shall be
refunded by Licensor to Licensee within thirty (30) days following such termination. Licensor may elect to rebuild
the Tower or other improvements affected by such condemnation at an altemate location or property owned, leased
or managed by Licensor, in which case Licensee may elect in writing to remain bound hereby at the alternate
location. Upon such relocation of the Tower or improvements and election by Licensee, the Licensed Space shall
be modified to include the new Tower or improvements and the property on which the same are located and this
Agreement shall be amended accordingly to clarify the rights of Licensor and Licensee with respecl to the Licensed
Space. Licensee agrees not to make a claim to the condemning authority for any condemnation award to the
extent such claim shall diminish or affect the award made to Licensor with regard to such condemnation. lf
ECM#41028
Rev. 02.24.09
t0
LicensorsiteName/Numbe:Jå:iJi",m?"Î,iHl,9å;:î;"iiåå?
operations are interrupted for thirty (30) days or more, then Licensee shall be permitted to terminate upon written
notice.
(c) License Fee Abatement. The Monthly License Fee with respect to the affected Tower Facility shall be abated
during any period that the Tower has not been restored following an event described in subsections (a) or (b) above
so long as Licensee is unable to continue to operate from a temporary location at the property during any period of
restoration.
14. COMPLIANCE WITH LAWS. Licensor shall be responsible for compliance with any marking and lighting requirements
of the FAA and the FCC applicable to the Tower Facility, provided that if the requirement for compliance results from the
presence of the Approved Equipment on the Tower, Licensee shall pay the costs and expenses therefor (including any
lighting automated alarm system so required). Licensee has the responsibility of carrying out the terms of Licensee's
FCC license with respect to tower light observation and notification to the FAA if those requirements imposed on
Licensee are in excess of those required of Licensor. Notwithstanding anything to the contrary in this Agreement,
Licensee shall at all times comply with all Applicable Laws and ordinances and all rules and regulations of municipal,
state and federal governmental authorities relating to the installation, maintenance, location, use, operation, and
removal of the Approved Equipment and other alterations or improvements authorized pursuant to the provisions of this
Agreement.
I 5. INDEMNIFICATION ; INSURANCE.
(a) Mutual lndemnity. To the extent permitted by applicable law, subject to the mutual waiver of subrogation
set forth in section 27, Licensee and Licensor each indemnifies the other against and holds the other
harmless from any and all costs, demands, Damages, suits, expenses, or causes of action (including
reasonable attorneys fees and court costs) which arise out of the use and/or occupancy of the Licensed
Space by the lndemnifying Party. This indemnity does not apply to any Glaims arising from the gross
negligence or intentional misconduct of the lndemnified Party'
(b) Limits on lndemnification. To the efent permitted by applicable law, neither Party shall be responsible or
liable to any of the foregoing lndemnified Parties for any Damages arising from any claim to the extent
attributable to any acts or omissions of other licensees or users occupying the Tower FaciliÇ or for any
structural or power failures or destruction or damage to the Tower Facility except to the extent caused by
the sole, joint, or concurrent gross negligence or willful misconduct of such Party.
(c) Survival. The provisions of this section 15 shall survive the expiration or earlier termination of this Agreement with
respect to any events occurring on or before expiration or termination of same whether or not Claims relating
thereto are asserted before or after such expiration or termination.
(d) lnsurance. Licensor and Licensee shall keep in full force and effect, during the Term of this Agreement, insurance
coverage in accordance with Appendix ll attached hereto.
I6. LIMITATION OF PARTIES'LIABILITY. NEITHER LICENSOR NOR LICENSEE SHALL BE RESPONSIBLE FOR, AND
HEREBY WAIVES ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED RESULTING FROM (i)
L|CENSEE'S USE OR LTCENSEE'S tNABtLtTY TO USE THE TOWER FACILITY, OR (iD DAMAGE TO THE OTHER'S
EQUIPMENT. lf Licensor shall fail to perform or observe any term, condition, covenant or obligation required to be
performed or observed by it under this Agreement or is charged with an indemnity obligation hereunder, and if Licensee
shall, as a consequence thereof, recover a money judgment against Licensor (whether compensatory or punitive in
nature), Licensee agrees that it shall look solely to Licenso/s right, title and interest in and to the Tower Facility and the
Tower for the collection of such judgment, and Licensee further agrees that no other assets of Licensor shall be subject
to levy, execution or other process for the satisfaction of Licensee's judgment, and that Licensor shall not be personally
liable for any deficiency.
17. DISCLAIMER OF WARRANTY. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ASSOCIATED WITH THE TOWER FACILITY
OR THE TOWER. LICENSEE HEREBY ACCEPTS THE TOWER FACILITY "AS IS, WHERE IS, WITH ALL
FAULTS,''
18. NOTICES. All notices, demands, approvals, requests and other communications shall be in writing to such Party at the
address listed in the introductory paragraph of this Agreement (and in each case, in the event of notice to Licensor, with
a copy of such notice to American Towers, lnc., 116 Huntington Avenue, Boston, MA 02116, Attention: General
Counsel) or at such other address as such Party shall designate by notice to the other party hereto in accordance with
this section 18 (the "Notice Address") and may be personally delivered; mailed, via United States certified mail, return
receipt requested; or transmitted by overnight courier for next Business Day delivery, and, if not delivered personally,
shall be deemed to be duly given or made two (2) Business Days after deposit with the applicable carrier or courier.
Notices will be deemed to have been given upon either receipt or rejection. Notwithstanding the foregoing, (i) any notice
ECM#41028
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L i ce n so r S ite N a m e / N u m be :iåi¡"\? m 7',î, ü1,.9å3î;iiiååî
that is given by a party may be given by the attorneys for that party and shall be deemed effective for all purposes
herein, and (iii) only notices, letters, documents, or instruments threatening to declare or declaring such addressee or
recipient in default under this Agreement shall be required to be sent to the attorneys representing such addressee or
recipient, if the name and address of such attorney is provided for herein.
19. ASSIGNMENT; SUBLEASING. Licensee may not assign this Agreement as a whole, or any portion of Licensee's
rights, title and interests hereunder without Licenso/s prior written consent. ln no event may Licensee sublet, sublease,
or permit any use of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly
assume, and become bound by, all of Licensee's obligations under this Agreement. Licensor may freely assign,
transfer, or sublease this Agreement and, in such event, Licensor shall be relieved of all of its obligations under this
Agreement from and after the date of such assignment or transfer. Licensee shall pay Licensor a fee of $500.00 (which
fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the
Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement
or in which Licensee seeks an estoppel certificate, nondisturbance agreement, subordination agreement or other similar
agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any
necessary documentation, and modify its database and other information systems to reflect any such agreement. Such
fee is due upon submission of Licensor's request and is hereby deemed fully eamed by Licensor upon receipt.
Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things,
(i) requiring that the assignee execute a new form of license agreement so long as the Monthly License Fee and lnitial
and Renewal Terms of such agreement are consistent with those set forth in this Agreement, and (ii) requiring the
assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements
provided to Licensor, a financial position reasonably demonstrating the ability of such assignee to meet and perform the
obligations of Licensee hereunder through the unexpired balance of the then current lnitial Term or Renewal Term. Any
purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be
binding upon the successors and permifted assigns of both Parties.
20. SUBORDINATION TO GROUND LEASE. The Parties acknowledge and agree that in the event Licensois rights in the
Licensed Space and/or any part of the Tower Facility is derived in whole or part pursuant to an underlying lease,
sublease, permit, easement or other right of use agreement (a "Ground Lease"), all terms, conditions and covenants
contained in this Agreement shall be specifically subject to and subordinate to the terms and conditions of the applicable
Ground Lease. ln the event that any of the provisions of the Ground Lease are in conflict with any of the provisions of
this Agreement (other than those provisions relating to the length of term, termination rights or flnancial consideration),
the terms of the Ground Lease shall control. Further, Licensee agrees to comply with the terms of such Ground Lease
as applicable to the access and occupancy of the Licensed Space. Notwithstanding anything contained in this
Agreement to the contrary, if the Ground Lease expires or is terminated for any reason, this Agreement shall terminate
on the effective date of such termination and Licensor shall have no liability to Licensee as a result of the termination of
this Agreement. Licensor is under no obligation to extend the term of or renew the Ground Lease. Licensor shall give
Licensee written notice of such termination or expiration of this Agreement as a result of the termination or expiration of
the Ground Lease as soon as practicable. Unless prohibited by the terms of such Ground Lease, upon Licensee's
written request, Licensor shall provide a copy of any applicable Ground Lease with the economic terms and other terms
that Licensor deems reasonably confidential redacted.
21 . DEFAULT. The occurrence of any of the following instances shall be considered to be a default or a breach of this
Agreement by Licensee: (i) any failure of Licensee to pay the Monthly License Fee, or any other charge for which
Licensee has the responsibility of payment under this Agreement, within ten (10) Business Days of the date following
written notice to Licensee from Licensor, or its designee, of such delinquency, it being understood, however, that
Licensor is obligated to provide such notice only two times in each calendar year, and the third instance of the failure to
pay the Monthly License Fee or any other charge shall be an immediate default without notice to Licensee if not paid
within ten (10) Business Days of the date when due; (ii) except for a breach of Other Provisions "4" for which the cure
period is set forth in subsection (iv) below, any failure of Licensee to perform or observe any term, covenant, provision
or condition of this Agreement which failure is not corrected or cured by Licensee within thirty (30) days of receipt by
Licensee of written notice from Licensor, or its designee, of the existence of such a default; except such thirty (30) day
cure period shall be extended as reasonably necessary to permit Licensee to complete a cure so long as Licensee
commences the cure within such thirty (30) day cure period and thereafter continuously and diligently pursues and
completes such cure; (iii) failure of Licensee to abide by the lnterference provisions as set forth in section 11; (iv)
Licensee breaches Other Provisions "4" and Licensee fails to cure this breach within ten (10) days of Licenso/s written
notice to Licensee, or its designee of the existence of such default of Other Provisions "A"; (v) Licensee shall become
bankrupt, insolvent or file a voluntary petition in bankruptcy, have an involuntary petition in bankruptcy filed against
Licensee which cannot be or is not dismissed by Licensee within sixty (60) days of the date of the filing of the
involuntary petition, file for reorganization or arrange for the appointment of a receiver or trustee in bankruptcy or
reorganization of all or a substantial portion of Licensee's assets, or Licensee makes an assignment for such purposes
for the benefit of creditors; (vi) this Agreement or Licensee's interest herein or Licensee's interest in the Tower Facili$
are executed upon or attached; (vii) Licensee commits or fails to perform an act which results in a default under or
nonconformance with the Ground Lease by Licensor and the same shall not be cured within five (5) Business Days (or
ECM#4t028
Rev. 02.24.09
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LicensorSiteName/Numbe:Jå:,t"\?m7',î,ül,tå;3f;iiiåå?
such shorter time as permitted under the Ground Lease to cure) of the date following written notice to Licensee from
Licensor, or its designee, of such default; or (viii) the imposition of any lien on the Approved Equipment except as may
be expressly authorized by this License, or an attempt by Licensee or anyone claiming through Licensee to encumber
Licenso/s interest in the Tower Facility, and the same shall not be dismissed or otherwise removed within ten (10)
Business Days of written notice from Licensor to Licensee.
22. REMEDIES. ln the event of a default or a breach of this Agreement by Licensee and after Licensee's failure to cure the
same within the time allowed Licensee to cure such default, if applicable, then Licensor may, in addition to all other
rights or remedies Licensor may have hereunder at law or in equity, (i) terminate this Agreement by giving at least thirty
(30) days' written notice to Licensee, stating the date upon which such termination shall be effective, (ii) terminate
electrical power to the Approved Equipment, and/or (iii) remove the Approved Equipment without being deemed liable
for trespass or conversion and store the same at Licensee's sole cost and expense for a period of thirty (30) days after
which the Approved Equipment, other than Hazardous Materials, will be deemed conclusively abandoned if not claimed
by Licensee. Licensee shall pay all reasonable attorney's fees, court costs, removal and storage fees (including any
damage caused thereby), and other items of cost reasonably incurred by Licensor in recovering the Monthly License
Fee or other fee or charge. Licensee shall not be permitted to claim the Approved Equipment until Licensor has been
reimbursed for removal and storage fees. Past due amounts under this Agreement will bear interest from the date upon
which the past due amount was due until the date paid at a rate equal to 18% per annum, or at a lower rate if required
by law in the state in which this Agreement is to be performed. ln addition, Licensee shall be assessed a late payment
fee equal to 25% of the then-current Monthly License Fee for any payment or reimbursement due to Licensor under this
Agreement which is overdue by ten (10) days or more and such fee shall be assessed for each thirty (30) day period
thereafter that any such amount (or portion thereof) remains unpaid.
23. GOVERNMENTAL APPROVALS; PERMITS. ln the event that any governmental permit, approval or authorization
required for Licenso/s use of, operation of, or right to license space to Licensee at the Tower Facility is terminated or
withdrawn by any governmental authority or third party as part of any governmental, regulatory, or legal proceeding,
Licensor may terminate this Agíeement. Licensee hereby agrees that in the event of a governmental or legal order
requiring the removal of the Approved Equipment from the Tower, the modification of the Tower, or the removal of the
Tower, Licensee shall remove the Approved Equipment promptly, but in no event later than the date required by such
order, at Licensee's sole cost and expense. Licensor shall cooperate with Licensee in Licensee's efforts to obtain any
permits or other approvals that may be necessary for Licensee's installation and operation of the Approved Equipment,
provided that Licensor shall not be required to expend any funds or undertake any liability or obligation in connection
with such cooperation. Licensor may elect to obtain such required approvals or permits on Licensee's behalf, at
Licensee's sole cost and expense. ln no event may Licensee encourage, suggest, participate in or permit the imposition
of any restrictions or additional obligations whatsoever on the Tower Facility or Licenso/s current or future use or ability
to license space at the Tower Facility as part of or in exchange for obtaining any such approval or permit. ln the event
that Licensee's shelter or cabinets are installed above a third-party or Licensor-owned shelter or building, Licensee shall
be solely responsible for obtaining any required approvals, or permits in c¡nnection with such shelter or cabinet
installation, excepting the consent of other users at the Tower Facility and/or the ground landlord which shall remain the
sole responsibility of Licensor where required.
24. REPLACEMENT OF TOWER/RELOCATION OF APPROVED EQUIPMENT.
(a) Replacement of Tower. Licensor may, at its election, replace or rebuild the Tower or a portion thereof. Such
replacement will (i) be at Licensor's sole cost and (ii) not result in an interruption of Licensee's communications
services beyond that which is necessary to replace the new Tower. lf Licensee, in Licensee's reasonable discretion,
cannot operate the Approved Equipment from the existing Tower during such replacement or rebuild of the Tower,
Licensee may establish, at Licensee's sole cost, a temporary facility on the Tower Facility to provide such services as
Licensee deems necessary during any such construction by Licensor so long as adequate space is then available. The
location of such temporary facilities shall be subject to Licenso/s approval. The License Fee due hereunder shall be
abated for any period during which Licensee is prevented from broadcasting from the existing Tower due to such
replacement or relocation. At the request of either Party, Licensor and Licensee shall enter into an amendment to
this Agreement to clariff the rights of Licensor and Licensee to the new Tower Facility.
(b) Relocation of Approved Equipment. ln the event another Paying Carrier (as hereinafter defined) desires to
occupy the space on the Tower (which includes any necessary vertical separation as determined by Licensor)
where Licensee's Approved Equipment is then located (the "Trigger Condition"), Licensor reserves the right to
require Licensee to decide whether to (i) terminate this Agreement, (ii) relocate Licensee's Approved Equipment
located at the Tower Facility, at Licensee's sole cost and expense, to another antenna mount height on the Tower,
or (iii) increase the Monthly License Fee to that which would initially be paid by the Paying Carrier (?aying Carrier
RateJ, all in accordance with the terms and provisions provided in this section 24(b). Upon the Trigger Condition
occurring, Licensor may notiff Licensee in writing ("Relocation Notice") that the Trigger Condition has occurred
and if other spaces or antenna mount heights are available to accommodate Licensee's Approved Equipment on
the Tower (without the requirement of any improvements to the Tower by Licensor), indicate which other spaces or
ECM#41028
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LicensorsiteName/Numbe:iå:¡"\"rm7',rtüJ,îå;3åiiiåå?
antenna mount heights are so available and, also, indicate the Paying Carrier Rate. Within ten (10) Business Days
of Licensee's receipt of the Relocation Notice, Licensee will be required to inform Licensor in writing of its election
either to (A) increase the Monthly License Fee to the Paying Carrier Rate (which would thereafter be subject to
escalation of the Monthly License Fee generally as otherwise provided in this Agreement) and continue to occupy
the same space or antenna mount height on the Tower; (B) provided other spaces or antenna mount height are
available on the Tower, relocate Licensee's Approved Equipment to one of the other such spaæs or antenna mount
height as specified in the Relocation Notice; or (C) remove Licensee's Approved Equipment from Tower and
terminate this Agreement. lf Licensee elects option (A), then such election shall be effective and the Monthly
License Fee shall increase effective upon the eleventh (1 1) Business Day after Licensee's receipt of the Relocation
Notice without further act or deed. lf Licensee elects option (B), if such option is available, and notifies Licensor
that it elects to relocate its Approved Equipment to a particular antenna mount height or space specified in the
Relocation Notice, Licensee shall have forty-five (45) days of Licensee's receipt of the Relocation Notice to relocate
its Approved Equipment on the Tower to such elected space or antenna mount height at Licensee's sole cost and
expense, such relocation to be subject to all terms and conditions of this Agreement otherwise imposed. lf
Licensee elects or is deemed to elect option (C), Licensee will remove its Approved Equipment from the Tower
Facility within forty-five (45) days of Licensee's receipt of the Relocation Notice, such removal to be subject to all
terms and conditions of this Agreement otherwise imposed. lf Licensor fails to receive notice from Licensee within
such ten (10) Business Day period as to whether Licensee elects option (A), (B) or (C), then Licensee shall be
deemed conclusively to have elected option (C). lf Licensee elects option (B) or elects or is deemed to elect option
(C), if Licensee fails to relocate or remove the Approved Equipment within such time period as required above,
TIME BEING OF THE ESSENCE, then the Approved Equipment shall be deemed conclusively and absolutely
abandoned by Licensee and anyone claiming by, through, or under Licensee except for Hazardous Materials and
waste and equipment containing Hazardous Materials and waste, which shall be removed by Licensee from the
Tower Facility immediately; and Licensor shall have the right to remove the Approved Equipment at Licensee's sole
expense and dispose of such Approved Equipment in any manner Licensor so elects, and Licensee shall reimburse
Licensor for its expenses upon demand without off-set. For purposes of this section, a "Paying Carrie/' is a paying
carrier or potential licensee of Licensor which, through a written Application or offer, offers to monetarily
compensate Licensor for the right to use the space on the Tower included in the Licensed Space.
(c) Tower Removal: lf during the term of this Agreement Licensor determines based on engineering structural
standards generally applied to communications towers that the Tower is or has become structurally unsound such
that pursuant to generally accepted industry safety standards the Tower or a portion thereof must be removed,
then, upon ninety (90) days prior written notice to Licensee, Licensor may, in its sole discretion either (i) remove
the Tower and terminate this Agreement effective as of the date of such removal, or (ii) modify the Tower and
relocate Licensee's Approved Equipment to an alternative location on the modified Tower. lf Licensee and Licensor
are not able to agree on an alternative location on the modified Tower for the installation of Licensee's Approved
Equipment within the foregoing ninety (90) day notice period, then Licensee or Licensor may elect to terminate the
Agreement.
EMMISIONS. lf antenna power output ("RF Emissions") is presently or hereafter becomes subject to any restrictions
imposed by the FCC or other governmental agency for RF Emissions standards on Maximum Permissible Exposure
('MPE) limits, or if the Tower Facility otherwise becomes subject to federal, state or local rules, regulations, restrictions
or ordinances, Licensee shall comply with Licenso/s reasonable requests for modifications to the Approved Equipment
which are reasonably necessary for Licensor to comply with such limits, rules, regulations, restrictions or ordinances and
Licensor shall use commercially reasonable efforts to cause all other licensees of the Tower Facility to promptly comply.
lf Licensor requires an engineering evaluation or other power density study be performed to evaluate RF Emissions
compliance with MPE limits, then all reasonable costs of such an evaluation or study shall be paid proportionately by
Licensee and all other licensees of the Tower within thirty (30) days of Licensor's request therefor. lf said study or a
study sponsored by any governmental agency indicates that RF Emissions at the Tower Facility do not comply with
MPE limits, then Licensee and Licensor, each for itself, shall immediately take any and all steps necessary to ensure
that it is individually in compliance with such limits, up to and including cessation of operation, until a maintenance
program or other mitigating measures can be implemented to comply with MPE and in addition, Licensor shall use
commercially reasonable efforts to cause all other licensees of the Tower to take similar steps necessary to ensure that
they are individually in compliance with such limits.
ENVIRONMENTAL. Licensee covenants that it will not use, store, dispose, or release any Hazardous Substances on
the Tower Facility in violation of Applicable Law. Licensee agrees to indemnify and save harmless Licensor against any
and all Claims, liabilities, causes of action, Damages, orders, judgments, and clean-up costs arising from Licensee's
breach of any the covenants contained in this section 26. The obligations of Licensee to indemnify Licensor pursuant to
this section 26 shall survive the termination or expiration of this Agreement.
27. SUBROGATION.
ECM#41028
Prev.02.24.09
25
26
t4
LicensorsiteName'-'fl
:".:Jå:¡"\".m7'-tü].:fu 3åiiiåå?
Waiver. Licensor and Licensee waive all rights against each other and any of their respective consultants and
contractors, agents and employees, for Damages caused by perils to the efent covered by the proceeds of the
insurance provided herein, except such rights as they may have to the insurance proceeds. All insurance policies
required under this Agreement shall contain a waiver of subrogation provision under the terms of which the
insurance carrier of a Party waives all of such carrier's rights to proceed against the other Party. Licensee's
insurance policies shall provide such waivers of subrogation by endorsement. Licensee shall require by appropriate
agreements, written where legally required for validity, similar waivers from its contractors and subcontractors. A
waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise
have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly,
and whether or not the person or entity had an insurable interest in the property damaged.
Mutual Release. Notwithstanding anything in this Agreement to the contrary, Licensor and Licensee each release
the other and its respective affiliates, employees and representatives from any Claims by them or any one claiming
through or under them by way of subrogation or otherwise for Damage to any person or to the Tower Facility and to
the fixtures, personal property, improvements and alterations in or on the Tower Facility that are caused by or result
from risks insured against under any insurance policy carried by each and required by this Agreement, provided
that such releases shall be effective only if and to the extent that the same do not diminish or adversely affect the
coverage under such insurance policies and only to the extent of the proceeds received from such policy.
28. GOVERNING LAW. This Agreement shall be governed by the laws of the state in which the Tower Facility is located,
with the exception of its choice of laws provisions. lf any provision of this Agreement is found invalid or unenforceable
under judicial decree or decision, the remaining provisions of this Agreement shall remain in full force and effect. Any
approval, consent, decision, or election to be made or given by a Party may be made or given in such Pafi's sole
judgment and discretion, unless a different standard (such as reasonableness or good faith) is provided for explicitly.
29. FINANCING AGREEMENT. Licensee may, upon written notice to Licensor, mortgage or grant a security interest in the
Approved Equipment to any such mortgagees or holders of security interests including their successors and assigns.
No such security interest shall extend to, affect or encumber in any way the interests or property of Licensor.
30. MISCELLANEOUS. Upon Licensois written request, Licensee shall promptly furnish Licensor with complete and
accurate information in response to any reasonable request by Licensor for information about any of the Approved
Equipment or utilities utilized by Licensee at the Tower Facility or any of the channels and frequencies utilized by
Licensee thereon. ln the event that this Agreement is executed by Licensor, its Affiliates or any trade name utilized by
Licensor or its Affiliates and such signatory does not hold the real Tower Facility or leasehold interest in the affected
Tower Facility, the execution of this Agreement shall be deemed to have been properly executed by Licensor or
Licenso/s Affiliate which properly holds such interest in the affected Tower Facility. Upon the termination or expiration
of this Agreement, Licensee shall immediately upon the request of Licensor deliver a release of any instruments of
record evidencing such Agreement. Notwithstanding the expiration or earlier termination of this Agreement, sections 15,
16, 17, and 26 shall survive the expiration or earlier termination of the Agreement. No waiver of any of the provisions of
this Agreement shall constitute a waiver of any other provision herein (whether or not similar), nor shall such waiver
constitute a continuing waiver unless expressly agreed to in writing by the affected Party. This Agreement constitutes
the entire agreement of the Parties hereto concerning the subject mafter herein and shall supersede all prior ofiers,
negotiations and agreements, whether written or oral. No revision of the Agreement shall be valid unless made in
writing and signed by authorized representatives of both Parties. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. The
Parties agree that a scanned or electronically reproduced copy or image of this Agreement shall be deemed an original
and may be introduced or submitted in any action or proceeding as a competent evidence of the execution, terms and
existence of this Agreement notwithstanding the failure or inability to produce or tender an original, executed counterpart
of this Agreement and without the requirement that the unavailability of such original, executed counterpart of this first
be proven.
31. CONFIDENTIALITY. Neither Party shall use the othe/s name, service mark or trademark in any public announcement
or advertisement without the prior written consent of the other Party, which may be withheld in such Party's sole and
absolute discretion.
The offer of license expressed in this Agreement shall automatically expire and become void if two unaltered
counterparts of this Agreement, executed by Licensee, are not delivered to Licensor within th¡rty (30) days of the
Effective Date.
ATTACHED EXHIBITS:
Exhibit A: List of Approved Equipment and location of the Licensed Space
Exhibit B: Site Drawings indicating the location of Ground Space for Licensee's equipment shelter or space in Licenso/s
building (as applicable)
ECM#41028
Rev.0224.09
(a)
(b)
l5
LicensorSite Name / Number: FRESNO RADIO HUT CA, CA / 318140
Licensee Site Name / Number: Fresno / C4001
Exhibit C: As-Built Drawings or Construction Drawingg to be attached within forty-five (45) days afrer Commencement Date
in acco[dance with Section 3
Appendix l: Definitions
Appendix ll: lnsurance
l6
LicensorsiteName/Numbe:iå:i"\""m7'rt*il,:å":åiiiåå?
Exhibit A
List of Approved Equipment and location of the Licensed Space
Exhibit A
Customer Name:
CITY OF FRESNO
ATC Asset Name:
FRESNO RADIO HUT CA
ATC Asset #:
31 B1 40
Customer Site Name:
Fresno
Customer Site #:
cA001
GROUND SPACE REQUIREMENTS
Total Lease Area Sq Ft: 60 00'Pr¡marv Contiouous Lease Area L:10 00' W:6 00' H:0 00' Sq. Ft: 60.00
ATc Building 10 00' 6.00' N/A 60 00
outside Primaru Lease Area N/A N/A N/A Sq. Ft: N/A
BACKUP POWER REQUIREMENTS
cenerator: N/A Capacity(Kw): NiA Fuel Tank Size(gal): N/A Fuel Type: N/A Fuel Tank Setback(radius): N/A
UTlLffY REQUIREMENTS
Power Prov¡ded By: Util¡ty Company D¡rect Electric Svc. (amps/volts): 1 5/1 20
Telco/lnterconnect: N/A
TRÄNSMITTER & RECEIVER SPECIFICAT|ONS
Type: TX/RX Quantity: I TX Power(watts): 100 ERP(watts): 300
Type: TX/RX Quantity: 1 TX Power(watts): 100 ERP(watts): 350
ANTENNA EQUIPMENT SPECI FICAÏ ONS
Type OMNI ot\,,tN Other N/A N/A N/A
Manufactu rer Telewave Telewâve Pelco N/A N/A N/A
Model #ANT45OF1 O ANT 1 50F6-6 Spectra lV SE Camera N/A N/A N/A
Dimens¡ons HxWxD 244" x27" x27"244" x27" x27"106"x86"x86"N/A N/A N/A
Weisht(lbs.)41 0 41 0 35 N/A N/A N/A
Location Tower Tower Tower N/A N/A N/A
RAD Center AGL 304.0'304 0'293 0'N/A N/A N/A
Antenna T¡p He¡ght 3't4 2 293 4'NiA N/A N/A
Antenna Base He¡ght 293.8'293 8',292.6',N/A N/A N/A
Mount Type S¡de Arm Side Arm Pole l\¡ount N/A N/A
Quantity 1 1 N/A N/A N/A
Azimuths/D¡r. of
Rad¡at¡on 0 0 0 NiA N/A N/A
Quant Per
Az¡muth/Sector I l N/A N/A N/A
TX/RX Frequency
units MHz lvlHz N/A N/A N/A N/A
TX Frequency 460 325 MHz 159 795 MHz N/A N/A N/A N/A
RX Frequency 150-1741430-47 5 150-174t430-475 N/A NiA N/A N/A
Using Unlicensed
Frequenc¡es?No NO No N/A N/A N/A
Antenna Gain 10 ô N/A N/A N/A N/A
Total # of Lines 1 N/A N/A N/A
Line Quanl. Per
Azim uthi Sector I I N/A N/A N/A
L¡ne Type Coâx Coax CAT5 N/A N/A N/A
Line l)¡ameter Size 7/8" Coax 7/8" Coax 0 38" (9 7mm) Cat 5e N/A N/A NiA
Line configurat¡on N/A N/A N/A N/A
Revis¡offi-522352
LicensorsiteName/t'J[5:*ÌÈ\,?m7i",üJ,.Ë"3å1ü¡å?
Exhibit B
Site Drawing indicating the Iocation of Ground Space for Licensee's equipment
shelter or space in Licensor's building (as applicable)
Licensee shall not commence installation until Licensor has approved in writing said drawing
and attached it hereto.
GRAPHIC SMLE
100510
(INFEf,)
1 UNÍ:lOFEEI
AMERICANTOWER"
AT ENGINEERING SERVICE, PLLC
35OO REGENCY PARffiAY
SUtrE 1OO
oARY, NC 27518
PHONE: (919) 466{1 12
EXCLUSfuE FROP€RN OF LESSORSIIE.MÊRNO
PRONlslr€O ÊxCEÞr
IITÉTO ÎÊESE PUNSÂNDffi SPEC¡FIøII@S SULL
AIC S¡E NUMBER:
31 81 40
AIC SITE ÑAME:
FRESNO RADIO HUT CA
CALIFORNIA
LEGEND
8) GROUNDINGTESTWELLNC AIR CONDTIONING UNIT
AV, M AIRWW
AIS AUIOUÍICTMNSFERSWÍCH
B AOLUrc
C CAB¡Nf,
CS COMSHROUD
CSC FIBEROPTICCABINÍ
D DISCONÑECT
E ELECIRICAL
GEN GEÑERATOR
G GEÑEMIORRECEPIACLE
HH HAND HOLEIE ICEBRIDGË
K KENTROXBOX
LC LìGHIINGCONIROL
LÊG LIOUIÞ PROPNE GÆ
M MftER
OW OVERNEADWE
PB PULL BOX
PP POWERPOLE
fRN ÍUNSFORMER
W WAER V&VE
GROUNO SPACE (LEÆÊARA)
EASEMENI
E L SCHROEOER
2Þæ415
CUSfOMER
COLLOCAfþN NO 52&
SITE PLAN LAYOUT
PROPGAL
SITE-1 ON
LicensorsiteName/t'#",':i"1i¡"--?m7iî,iHl9å"3åiiiåä?
Exhibit G
As Built Drawings or Gonstruction Drawings
To be attached hereto within forty-five (45) days after the Commencement Date.
Licensor Site Name / Number: FRESNO RADIO HUT CA, CA I 318140
Licensee Site Name / Number: Fresno / CA001
Appendix I
Defined Terms
Affiliate(s): Any corporation, partnership, limited liability company or other entity that (i) is controlled directly or indirectly
(through one or more subsidiaries) by Licensee , or (ii) is the successor or surviving entity by a merger or consolidation of
Licensee pursuant to Applicable Law, (iii) purchases all or substantially all of the assets of Licensee. For purposes of this
definition, "controÍ' means the possession of the right through the ownership of 50% or more of the shares with votíng rights to
effectively direct the business decisions of the subject entity.
Agreement: defined in the introductory paragraph.
Annual Escalator: defined in section lV on page l.
Applicable Law: All applicable statutes, ordinances, laws, regulations and directives of any federal, state or local governmental
unit, authority or agency having jurisdiction over a Licensed Space or affecting the rights and obligations of Licensor or Licensee
under this Agreement, including without limitation, the Communications Act of 1934, as amended from time to time, FCC Rules
and Regulations, and the rules, regulations and written policies and decisions of the FM.
Application: defined in section lV on page 1.
Application Fee: deflned in section lV on page 1.
Approved Equipment: the communications system, including antennas, radio equipment, cabling and conduits, shelter and/or
cabinets and other personal property owned or operated by Licensee at the Licensed Space, as defined in Exhibits A or B to this
Agreement.
Business Day: a day other than a Saturday, Sunday or legal holiday for commercial banks under the laws of the United States
or the Commonwealth of Massachusetts.
Claims: demands, claims, suits, actions, proceedings or investigations brought against a person by an unrelated or unaffiliated
Person.
Commencement Date: defined in section lV on page 1.
Common Expenses: defined in section 7.
Connection Fee: defined in section lV on page 1.
Construction Drawings: defined in section 3.
Damages: debts, liabilities, obligations, losses, damages, excluding consequential or punitive damages, costs and expenses,
interest (including, without limitation, prejudgment interest), penalties, reasonable legal fees, court costs, disbursements and
costs of investigations, deficiencies, levies, duties and imposts.
Easement: defined in section 2.
Effective Date: defined in the introductory paragraph.
FAA: the United States Federal Aviation Administration or any successor federal agency established for the same or similar
purpose.
FCC: the United States Federal Communications Commission or any successor federal agency established for the same or
similar purpose.
FCC Rules and Regulations: All of the rules, regulations, public guidance, written policies and decisions governing
telecommunications generally and wireless telecommunications specifically as promulgated and administered by the FCC,
which on the Effective Date includes, but is not limited to, those administered by the Wireless Telecommunications Bureau of
the FCC and more specifically referenced as the Code of Federal Regulations, tille 47 , parts 0 through 101 , as amended.
Ground Lease: defined in section 20.
Ground Space: The portion of the Tower Facility licensed for use by Licensee to locate a portion of the Approved Equipment
thereon, in the square footage amount depicted on Exhibit B of this Agreement. ln no event shall the Ground Space include the
air space or rights above the Approved Equipment located in the Ground Space.
Hazardous Substances: Any hazardous material or substance which is or becomes defined as a hazardous substance,
pollutant or contaminant subject to reporting, investigation or remediation pursuant to Applicable Law; any substance which is or
becomes regulated by any federal, state or local governmental authority; and any oil, petroleum products and their by-products.
ECM#41028
Rev. 02.24 09
LicensorsiteName'*i'ì13"",.#.i¡"--?m7'rtiHl..:fu Sî"iilåäî
Holdover Fee: defined in subsection 6(c).
lndemnified Party: any person entitled to lndemnification under section 15 hereof.
lnitialTerm: deflned in subsection 6(a).
lnterference: defined in subsection 11(a)(i).
Labeling Fee: defined in section 9.
Licensed Frequencies: defined in subsection 11(a)(ii).
Licensed Space: Location of the Approved Equipment on the Tower and at the Ground Space as more specifically described
in Exhibits A and B attached hereto.
Licensed User: defined in subsection 11(aXiii).
Licensee: defined in the introductory paragraph.
Licensor: defined in the introductory paragraph.
Monthly License Fee: defined in subsection 5(a).
MPE: defined in section 25.
Notice Address: defined in section 18.
NTP (Notice to Proceed): Written notice from Licensor to Licensee acknowledging that all required documentation for the
construction and installation of the Approved Equipment has been received and approved by Licensor and Licensee is
authorized to commence its installation of the Approved Equipment at the Licensed Space, as more particularly set forth in
section 10(a) of this Agreement.
Party(ies): Licensor or Licensee.
Permitted Frequencies: defined in section lll on page I and referenced in Other Provisions "4".
Priority User: defined in subsection 11(a)(iv).
Relocation Application Fee: defined in section lV on page 1.
Remittance Address: defined in section ll of page 1.
RenewalTerm(s): defined in subsection 6(b).
RF Emissions: defined in section 25.
Site Inspection Fee: defined in section lV on page 1.
SSIS: defined in subsection 10(b).
SSIS Fee: defined in subsection 10(b).
StructuralAnalysis Fee: defined in subsection 10(b).
Subsequent User: defined in subsection 11 (a)(v).
Term: lnitial Term and each Renewal Term which is effected pursuant to section 6 of this Agreement.
Tower: A communications or broadcast tower owned and operated by Licensor and located at the Tower Facility.
Tower Facility: Certain real property owned, leased, subleased, licensed or managed by Licensor shown on page I of this
Agreement, on which a Tower owned, leased, licensed or managed by Licensor is located.
Unlicensed Frequencies: defined in subsection 1 1(aXvi).
Unlicensed User: defined in subsection 11(a)(vii).
Utility Fee: defined in section lV on page l.
Work: all work relating to the construction, installation, relocation and reconfiguration of Licensee's Approved Equipment on the
Tower FaciliÇ, including without limitation, construction management, construction of an equipment pad, installation or
modification of lines, antennas, shelters and equipment cabinets.
ECM#41028
Rev. 02.24.09
A
Licensor Site Name / Number: FRESNO RADIO HUT CA, CA / 318140
Licensee Site Name / Number: Fresno / C4001
Appendix ll
lnsurance
LICENSOR shall maintain in full force during the Term of this Agreement the following insurance:
1. Worke/s Compensation lnsurance with statutory limits in accordance with all applicable state,
federal and maritime laws, and Employers' Liability lnsurance with minimum limits of Five Hundred
Thousand Dollars ($500,000.00) per accidenVoccurrence, or in accordance with all applicable
state, federaland maritime laws.
2. Commercial General Liability lnsurance (Bodily lnjury and Tower Facility Damage), the limits of
liability of which shall not be less than One Million Dollars ($1,000,000.00) per occurrence.
3. An umbrella policy of not less than Five Million Dollars ($5,000,000.00).
The above insurance shall provide that LICENSEE will receive not less than thirty (30) days written
notice prior to any cancellation of, or material change in coverage. The insurance specified in this
Item A shall contain a waiver of subrogation against LICENSEE and shall name LICENSEE as an
additional insured, and shall be primary over any insurance coverage in favor of LICENSEE but
only with respect to and to the extent of the insured liabilities assumed by LICENSOR under this
Agreement and shall contain a standard cross-liability endorsement.
LICENSEE shall maintain in full force during the Term of this Agreement and shall cause all contractors or
subcontractors performing Work on any Licensed Space prior to the commencement of any such Work on
behalf of Licensee to maintain the following insurance
1. Workeis Compensation lnsurance with statutory limits in accordance with allapplicable state,
federal and maritime laws, and Employers' Liability lnsurance with minimum limits of One Million
Dollars ($1,000,000.00) per accident/occurrence, or in accordance with all applicable state, federal
and maritime laws.
2. CommercialGeneral Liability lnsurance (Bodily lnjury and Tower Facility Damage), the limits of
liability of which shall not be less than One Million Dollars ($1,000,000.00) per occurrence.
3. An umbrella policy of not less than Five Million Dollars ($5,000,000.00).
The above insurance shall provide that LICENSOR will receive not less than thirty (30) days written
notice prior to any cancellation of, or material change in coverage. The insurance specified in this
Item B shall contain a waiver of subrogation against LICENSOR and shall name LICENSOR as
additional insured, and shall be primary over any insurance coverage in favor of LICENSOR but
only with respect to and to the extent of the insured liabilities assumed by LICENSEE under this
Agreement and shall contain a standard cross-liability endorsement.
Notwithstanding the foregoing insurance requirements, (a) the insolvency, bankruptcy, or failure of any
insurance company carrying insurance for either Party, or failure of any such insurance company to pay
Claims accruing, shall not be held to waive any of the provisions of this Agreement or relieve either Party
from any obligations under this Agreement, and (b) Licensor reserves the right, from time to time, to
increase the required liability limits described above in ltems A and/or B in accordance with then-current
customary insurance requirements in the tower industry nationally.
ECM#41028
Rev.02.24.09
B
c