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Home My WebLink AboutCity of Clovis - Agreement - 4-1-2023LICENSE AGREEMENT This License Agreement (Agreement) is effective as of April 1, 2023 (the Effective Date), and entered into between the CITY OF FRESNO, a municipal corporation (Licensee), and CITY OF CLOVIS, a municipal corporation (Licensor). RECITALS A. Licensor owns the real property commonly known as Clovis Fire Station No. 6 and located at 2388 Encino Ave., Clovis, CA 93619, on which Licensor has placed a telecommunications tower (the Premises). B. Licensee desires to use the Premises (as more specifically described in Exhibit "A" hereto), together with all appurtenant rights to reasonably access the Premises, to install and maintain certain wireless equipment owned by Licensee (the License Equipment) for the purpose of enhancing public safety radio communication coverage. C. By this Agreement the parties wish to memorialize the terms and conditions of Licensee's authorized use of the Premises, including Licensee's rights to own, design, construct, install, operate, and maintain its License Equipment on the Premises. AGREEMENT NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth herein, and for other good and valuable consideration hereby acknowledged, the parties hereby agree that the aforesaid License be amended as follows: 1. License. Licensor hereby licenses to Licensee the Premises for the installation, operation, maintenance, repair, replacement, or upgrade of the License Equipment on the Premises (the License). 2. Construction Installation Maintenance & Interference_ All construction, installation, replacement, repair, maintenance, and any other activities necessary for Licensee to enjoy the use of the License shall be performed by Licensee or its contractors at Licensee's sole cost and expense and in a safe manner consistent with current wireless industry engineering and construction standards and practices. Licensee, with Licensor's cooperation as or if needed, shall obtain all required governmental and quasi -governmental permits, licenses, approvals, and authorizations for Licensee's installation and operation of the License Equipment, and Licensee shall be solely responsible for any costs associated with such approvals, excluding any Licensor costs for staff time associated with Licensor's necessary cooperation. 3. Power. Licensor shall, at all times during the term of this License, as the same may be extended or renewed, provide electrical service and telephone service access within the Premises so that the Licensee Equipment is able to function as intended. 1 4. Ownership and Control. The License Equipment is personal property of the Licensee and shall at all times remain so. Licensee may remove the Licensee Equipment from the Premises at any time during the term of this Agreement and shall have thirty (30) days after the termination of this Agreement to remove the Licensee Equipment. Licensor is entitled to remove and dispose of any Licensee Equipment not timely removed from the Premises by Licensee, and such removal and disposal is at Licensor's sole discretion. 5. Term. This License shall be effective as of the Effective Date and shall continue in perpetuity unless terminated by mutual written consent of both parties or terminated by Licensor upon at least six (6) months written notice to Licensee. 6. Fee. This License shall be a no fee permit. 7. Access. Licensor agrees to provide Licensee, its employees and/or agents reasonable access to the Premises at all times seven days a week. 8. Notices & Contacts. All notices hereunder must be in writing and shall be sent either by regular postage paid mail or by certified mail, return receipt requested to the following: City of Fresno 2600 Fresno St. Fresno, CA 93721 City of Clovis 1233 Fifth Street Clovis, CA 93612 Attn: Fire Chief 9. Representations and Warranties. Each party hereby represents and warrants to the other party, and agrees that it has the full power and authority to enter into this Agreement and perform each of its obligations hereunder, and it is legally authorized and has obtained all necessary regulatory approvals for the execution, delivery, and performance of this Agreement. Further, Licensor warrants that it is the sole owner of the Premises and that there are no unrecorded agreements, liens, encumbrances, claims, claims of lien, proceedings, or other matters related to, encumbering, asserted against, threatened against, and/or pending with respect to the Premises or any other portion of the property on which the Premises are located which do or could (now or any time in the future) adversely impact, limit, and/or impair Licensee's rights under the License. The representations and warranties of Licensor made in this Section shall survive the execution and delivery of this Agreement. 10. Indemnification. Licensee shall indemnify, hold harmless and defend Licensor and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by Licensor, Licensee, or any other person, and from any and all claims, demands and actions in law or equity 2 (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly from Licensee's use of the Premises, including without limitation the negligent or intentional acts or omissions, or willful misconduct of Licensee or any of its officers, officials, employees, agents, or volunteers in the performance of this Agreement; provided nothing herein shall constitute a waiver by Licensee of governmental immunities including California Government Code section 810 et seq. Licensor shall indemnify, hold harmless and defend Licensee and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by the Licensee, Licensor, or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly from the negligent or intentional acts or omissions, or willful misconduct of Licensor or any of its officers, officials, employees, agents, or volunteers in the performance of this Agreement; provided nothing herein shall constitute a waiver by Licensor of governmental immunities including California Government Code section 810 et seq. In the event of concurrent negligence on the part of Licensee or any of its officers, officials, employees, agents, or volunteers, and Licensor or any of its officers, officials, employees, agents or volunteers, the liability for any and all such claims, demands and actions in law or equity for such losses, fines, penalties, forfeitures, costs and damages shall be apportioned under the State of California's theory of comparative negligence as presently established or as may be modified hereafter. This section shall survive termination or expiration of this Agreement. 11. Insurance. Without limiting the indemnification of each party as stated herein, it is understood and agreed that Licensor and Licensee shall each maintain, at their sole expense, insurance policies or self-insurance programs including, but not limited to, an insurance pooling arrangement and/or Joint Powers Agreement to fund their respective liabilities including general liability, automotive liability, workers' compensation and employers liability as stated below. Evidence of insurance, e.g., certificates of insurance or other similar documentation, shall be provided at the request of either party under this Agreement. 12. Counterparts. This Agreement may be executed in several counterparts, each of which when so executed and delivered, shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, even though all parties are not signatories to one original or the same counterpart. [SIGNATURE PAGE TO FOLLOW ON PAGE 4] 3 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. LICENSEE CITY OF FRESNO a Municipal Corpor Ia Georlinne A. White Cityager APPROVED AS TO FORM ANDREW JANZ City Attorney By: grgh"don M. Collet Supervising Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk LICENSOR CITY OF CLOVIS a Municipal Corporation By: 4_� John olt City Manager BY. y-b-2-0z3 Deputy El V HF Fire Tx Antenna #E (ISO ft.) VHF Fire Rx Antenna #3 10, (120 ft.) 1l B FT. 4i IN. lurnpec�--.'M 7/6, Ground kit- �I Proposed Fresno Fire TX UHF Ante na 0 00 R) x VHF Fire Base Station Antenna #6 (40 ft_) 8 FT. r. IN - J u m p e 7JS Ground kit- 7/8 Ground kits.X 4 Nate: 4 X 4 inch Coorduit %ris to building (Appro«. 18.; '�— UHF Rx Police Antenna #2 (150 it) 4 8 FT. 'a IN. Jumper *--7f8 Ground kits E— 7/8" +VAS-50A Future Use. TX UHF Police Antenna #4 (120 ttj Future Use-- 900 MHz Uti ities Antenna #5 (100 ft.) Proposed Fresno Fire R.X UHF Antenna (80 ft) VHF Fire Alert Rx Antenna #7 (40 ft-( W Ground kit i 'W' Ground kit s:rs^• s•-y - City of Clovis Fire Station OOLA Radio Tower Arite n�,)a Pla ciemE J'. Cow wrxic�icw:. LG - • - • - EXHIBIT A This Exhibit A may be replaced upon the mutual agreement of the Parties. LICENSED PREMISES