HomeMy WebLinkAboutCDN 2019-11-13 Item 2E - Resolution - Small Cell Master License Agreement TemplateCity of Tukwila
Allan Ekberg, Mayor
TO: Finance & Safety Committee
FROM: Joseph Todd (TIS)
BY: Eric Compton (TIS)
CC: Mayor Ekberg
DATE: November 13, 2019
SUBJECT: Small Cell Master License Agreement
ISSUE
Wireless companies can, by FCC ruling, use City facilities (poles) for 5G wireless
implementation. If Cities do not meet set timelines to enable the wireless companies to
implement 5G small cell facilities (60 days pre-existing facilities, 90 days for new facilities) the
wireless companies can act without permission to install equipment.
It is imperative that the City create design standards and a process for quick approval to
maintain City aesthetics, protect City -owned assets, and provide best service for residents.
BACKGROUND
Wireless carriers have good working relationship with the City, and all have Franchise
Agreements in place to operate in the right-of-way. All wireless carriers will be seeking to
implement new 5G technology. 5G technology has limited range and operates in different
frequencies than 4G or 3G making building penetration difficult to impossible. To meet
consumer demand for 5G, carriers will be seeking to implement wireless equipment on poles
with far less space between than previous installations. Small cell sites can be just a few
hundred feet away for each carrier with other carriers in between. The potential
impact/utilization of City equipment could be substantial.
DISCUSSION
Master License Agreements (MLA) between the City and Franchisees establish requirements,
roles, responsibilities, and outline compensation and approval processes between the City and
Franchisees for the use of City -owned facilities (poles)
Enacting a resolution to adopt a Master License Agreement template would expedite the
approval process and enable carriers to quickly implement small cell facilities by following City
pre -approved standards, including adhering to Public Work's design standards.
This expedited service would allow the City to meet FCC set timelines to enable the wireless
companies to implement 5G small cell facilities.
FINANCIAL IMPACT
Current lease rates are capped by the FCC at $270 per year per site. This cap is being
challenged and if overturned, the proposed Master License Agreement template has a provision
to increase that rent to market value, which would be substantially more. (-$l000)
Financial impact to Public Works could be incurred if right-of-way is not maintained or restored
by contractors during installation of cell sites. Public Works is currently seeking higher bonding
rates to help mitigate potential financial impacts to the City. 77
INFORMATIONAL MEMO
Page 2
RECOMMENDATION
The committee is being asked to consider a Council resolution adopting the use of a Master
License Agreement template to establish an agreement with Franchisees of the City, and to
forward this proposal to the Committee of the Whole on 11/25/19 and the Regular Meeting of
12/02/19.
ATTACHMENTS
Resolution
Master License Agreement template
Design Standards
78 Z:ICouncil Agenda ItemsUechnology ServiceslMemoSmallCellMasterLicenseAgreement.docx
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TUKWILA, WASHINGTON, AUTHORIZING THE USE
OF A MASTER LICENSE AGREEMENT TEMPLATE TO
BE USED TO ESTABLISH AN AGREEMENT WITH
FRANCHISEES OF THE CITY.
WHEREAS, the City of Tukwila, hereinafter referred to as "City," has entered into
Franchise Agreements with certain telecommunication companies, hereinafter referred to
as "Franchisees," which, among other things, provide personal wireless service, including
data transmission and other telecommunications services to customers in the Puget
Sound region; and
WHEREAS, the Franchisees require the use of certain portions of City -owned facilities,
such as streetlight poles, traffic signal poles, etc. for the installation, operation, and
maintenance of a telecommunications system; and
WHEREAS, the City Council also recognizes that the aforementioned facilities are
generally managed and administered by the Public Works Department under its Director;
and
WHEREAS, a Master License Agreement establishes requirements, roles,
responsibilities, compensation, and approval processes between the City and Franchisees
for the use of the aforesaid City -owned facilities (collectively referred to as "Parties"); and
WHEREAS, a Master License Agreement template approved by the City Council will
allow the Parties to expeditiously enter into a Master License Agreement using pre -approved
language;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY RESOLVES AS FOLLOWS:
Section 1. The City Council approves adoption of a "Master License Agreement" in
a form and substance as contained within the attached Exhibit A, in a final form and
content acceptable to the City Attorney.
W:\Legislative Development\Master License Agreement template -Franchisees 6-26-19
CK:bjs Review and analysis by Barbara Saxton Page 1 of 2
79
Section 2. The Mayor of the City of Tukwila, or their designee, is authorized on
behalf of the City to sign the Master License Agreement in a form and substance
substantially the same as contained within the attached Exhibit A.
PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at
a Regular Meeting thereof this day of 12019.
ATTEST/AUTHENTICATED:
Christy O'Flaherty, MMC, City Clerk
APPROVED AS TO FORM BY:
Rachel B. Turpin, City Attorney
Kathy Hougardy, Council President
Filed with the City Clerk:_
Passed by the City Council:
Resolution Number:
Attachment: Exhibit A —Master License Agreement for Small Wireless Facilities on City Facilities
W:\Legislative Development\Master License Agreement template -Franchisees 6-26-19
CK:bjs Review and analysis by Barbara Saxton
Page 2 of 2
MASTER LICENSE AGREEMENT FOR
SMALL WIRELESS FACILITIES ON CITY FACILITIES
This MASTER LICENSE AGREEMENT FOR SMALL WIRELESS FACILITIES
ON CITY FACILITIES hereinafter ("Master License") is entered into by and between the City
of Tukwila, a municipal corporation of the state of Washington (the "City"), and lrnscr!
cornperny ncune I (the "Company") (each a "party" and collectively the "parties").
RECITALS
WHEREAS, the City owns and controls certain City Facilities (defined below) in public
rights of way (ROW); and
WHEREAS, the Company is engaged in the operation of communications technology and
desires to license from the City, and the City is willing to license the City Facilities (defined
below) as authorized in Chapter 11.32 of the Tukwila Municipal Code (TMC); and
WHEREAS, this Master License applies only to the installation of Small Wireless
Facilities (defined below) on and to City Facilities which, at a minimum, comply with the
requirements of Title 11 and Title 18 of the TMC subject to the terms and conditions of this
Master License. The parties agree as follows:
1. Definitions
1.1. "City Facility(ies)" means collectively City Poles, strands between City Poles, and
portions of the right-of-way required for ground -based SWF equipment, which support small
wireless facility components, and Other City Structures as defined in Section 1.10. "City
Facility(ies)" may refer to such facilities in the singular or plural, or replacement facilities that
are not city poles, as appropriate to the context in which used.
1.2. "City Poles" means City owned and maintained street poles within publicly owned
right of way.
1.3. "Design Standards" has the same meaning as "Development Standards" as set forth
in TMC Chapter 11.040, as adopted or hereinafter amended.
Master License Agreement —Small Wireless Facilities Template pg 1 81
1.4. "Laws" means any and all applicable statutes, codes, constitutions, ordinances,
resolutions, regulations, judicial decisions, rules, tariffs, administrative orders, court orders, or
other requirements of the City or other governmental agency having joint or several jurisdiction
over the parties to this Master License as such laws may be amended from time to time.
1.5. "Make -Ready Work" means the work required on or in a City Facility to create space
for the Small Wireless Facilities (SWF), which may include but is not limited to replacing and/or
reinforcing the existing City Facility to accommodate SWF, or rearrangement or transfer of
existing SWF and the facilities of other entities, including any necessary fiber connections and
electrical power, as further described in Section 12.
1.6. "Rent Commencement Date" is the earlier of first day of the month of which the
Company commences construction of the SWF governed by a specific Site License or 90
calendar days from the day on which the Company and the City fully execute a specific Site
License.
1.7. "Franchise Agreement" refers to a non-exclusive Franchise Agreement in effect as
adopted by Ordinance by the City Council.
1.8. "Site License" means the document in the form substantially similar to Exhibit A
that, when fully executed by both parties, is subject and subordinate to the provisions of this
Master License and authorizes the Company to attach, install, operate, maintain, upgrade,
remove, reattach, reinstall, relocate and replace specific SWF on specific City Poles together
with City Facilities (if any) as identified in the specific Site License subject to the Master
License.
1.9. "Small Wireless Facilities" or "SWF" has the sane meaning as set forth in 47 CFR
1.6002, as adopted or hereinafter amended.
1.10 "Other City Structure(s)" means pole(s) supporting one or more traffic signals, flags,
banners and/or signage; street furniture; trash receptacle(s); bus stop(s); and any other similar
structure(s) capable of accommodating a SWF.
2. City Facilities
2.1. The City represents as follows:
2.1.1. It owns, or will own, the City Facilities and all appurtenances as of the date that
the respective Site License is fully executed and delivered by the City;
2.1.2. It is fully authorized to enter into this Master License; and
2.1.3. The individual executing this Master License is authorized to bind the City to
the provisions hereof.
82Master License Agreement —Small Wireless Facilities Template pg• 2
2.2. The City hereby licenses to Company a portion of City Facilities as identified in each
fully executed Site License, incorporated herein by reference, together with non-exclusive access
rights to those City Facilities, sufficient for Company's use of those City Facilities subject to the
applicable Site License.
2.3. To the extent permitted under applicable law, the City's municipal functions or
proprietary interests are not subordinated in any way to the Company's interest under this Master
License or Site License. If the City determines that the usage of City Facilities is not feasible or
not in the best interest of the City due to the City's municipal obligations or proprietary interests,
the City in its sole discretion and decision being final may deny the Master Licensee's request to
use the City Facilities proposed in a Site License submitted pursuant to Section 24 below.
2.4. Prior to any use of the City Facilities by Company, Company must satisfy the
requirements set forth in Section 24.1 and both parties must have executed a Site License in the
form substantially similar to Exhibit A. Upon review by the City of materials submitted for a
Site License, the City may deny the installation of SWF or require additional terms and/or
conditions to determine whether the proposed SWF will comport with this Master License, the
Design Standards, or to address health, safety, or other aesthetic concerns.
2.5. Each City Facility is offered on an "as is" basis, in its present condition.
2.6. The authority granted by this Master License is a limited, non-exclusive authorization
to occupy and use designated space on certain City Facilities as identified and approved by a Site
License. All Site Licenses are subject and subordinate to the terms and conditions of this Master
License. Such use must be in compliance with the Licensee's Franchise, the TMC and all Laws.
2.7. No reference to City Facilities shall be deemed to be a representation or guarantee by
the City that its interests or other rights to control the use of such property is sufficient to permit
its use for the purposes described herein, and Company shall be deemed to gain only those rights
to use as are properly held by the City and as City may have the undisputed right and power to
give. This Master License is made subject to all easements, restrictions, conditions, covenants,
encumbrances, and claims of title which may affect said City Facilities, and it is understood that
Company, at its own cost and expense, shall obtain such other permissions, as may be necessary,
consistent with any other existing rights. No warranty of quiet title is made.
2.8. Nothing contained within this Master License shall be construed to grant or convey
any right, title, or interest in the City Facilities to the Company other than for the purpose of
placing and operating the SWF. Further, nothing in this Master License shall be interpreted to
create or vest in Company any easement or other ownership or property interest or other right to
any City Facilities, property, or public ROW. This Master License shall not constitute an
assignment of any City's rights to City Facilities, property, or public ROW.
2.9. If any provision of this Master License or the applicable Site License conflicts or is
inconsistent with the terms, conditions or requirements of the Design Standards, then the stricter
term shall have precedence.
Master License Agreement —Small Wireless Facilities Template pg. 3 83
3. Allowed Use
3.1. Company may attach, install, operate, maintain, upgrade, remove, reattach, reinstall,
relocate, and replace, at Company's sole responsibility and expense, the SWF subject to this
Master License, the applicable Site License, and compliance with the Design Standards.
Company shall not use the City Facilities for any other purpose whatsoever without the prior
written consent of the City.
3.2. Licensee is solely responsible for procuring electricity for its SWF and directly
paying its chosen electricity provider for such services. The City is not responsible for managing
Licensee's electricity needs, payments, or for supplying electricity to the SWF. Where possible
when deploying SWF, Licensee shall procure unmetered electricity services.
3.3. Company represents, warrants and covenants that SWF installed pursuant to this
Master License will be utilized solely for providing telecommunications services and Company
is not authorized to and shall not use its SWF to offer or provide any other services not specified
herein without prior written permission or agreement from the City. A telecommunications
service, for purposes hereunder, is the electronic transmission, conveyance, or routing of voice,
data, audio, video, or any other information or signal to a point or between or among points.
Telecommunications services shall not mean or include cable television services or services
other than personal wireless services.
3.4. Company, in the performance and exercise of its rights and obligations under this
Master License, shall not interfere in any manner with the existence and operation of any and all
existing and future public and private rights -of -way, sanitary sewers, water mains, storm drains,
gas mains, poles, aerial and underground electrical and telephone wires, traffic signals,
communication facilities that are pre-existing at that location, electroliers, cable television,
location monitoring services, public safety and other than existing telecommunications
equipment, utility, or municipal property, without the express written approval of the owner or
owners of the affected property or properties, except as permitted by applicable Laws or this
Master License.
3.5. In no event shall Company install, operate, modify, maintain or remove any SWF on
any City Facilities except in compliance with the terms of this Master License and the applicable
Site License. Company's violation of the provisions of this Section beyond applicable notice and
cure periods is an event of default and grounds for termination in accordance with Section 26 of
this Master License or the Site License.
4. Effective Date.
All references in this Master License to the "Effective Date", "the date hereof', or similar
references shall refer to the date the Master License was fully executed by both Parties.
84master License Agreement —Small Wireless Facilities Template pg. 4
5. Term
The term of this Master License shall commence on the Effective Date and shall expire 10
years from Effective Date (the "Term"). If Company desires to renew this Master License, it
shall file a renewal application with the City between 180 days and 120 days prior to the
expiration of the existing term. Company must also have renewed or applied to renew the
Franchise Agreement. In the event of such filing, the City may extend the term of this Master
License for up to one year beyond the expiration date to allow processing of renewal. If City
elects to extend the term of this Master License, written notice of the extension shall be provided
to Company prior to the expiration date. The Site Licenses shall not extend this Master License.
The term of any Site License shall be 10 years, or coextensive with the Term of this Master
License, whichever is longer. All Site Licenses terminate with the expiration or termination of
this Master License.
6. Compensation
6.1 One -Time Fees. The City activities described in subsections 6.1.1 and 6.1.2 below
are "One -Time Fees". The City shall track its time spent reviewing the Company submittals for
Site Licenses and associated permit activities described in subsections 6.1.1 and 6.1.2 below, and
charge its hourly rate for each hour spent. The hourly rate for One -Time Fees shall be assessed
and administered consistent with standard City practice and fee schedule(s) as currently adopted
and subsequently amended or replaced, in a manner consistent with applicable law.
6.1.1. Master License Fee. Company shall be responsible for paying all actual and
documented costs associated with City review and processing of this Master License and Site
Licenses (or any amendment thereto) and/or the other administrative review, consultation and
inspection described in this Master License, including review of Company submittals (the
"License Fees"). Company shall have the right to amend the Site License to correct errors or
provide additional information.
6.1.2. Permit Fees: Company shall be responsible for paying all actual and
documented costs associated with City review, processing and inspection as part of all permit
applications filed for the installation, modification, maintenance and removal of SWF.
6.2 Recurring Fee:
6.2.1. Rent. Company acknowledges that the FCC has adopted a Declaratory Ruling
(FCC 18-133) that relates to the rent but that Declaratory Ruling is currently the subject of
litigation. Subsections 6.2.2 and 6.2.3 govern the payment of rent and how it may be impacted
by the coming into effect of the Declaratory Ruling and the resolution of related litigation during
the Term and any Renewal Terms.
Master License Agreement —Small Wireless Facilities Template pg. 5 85
6.2.2. During any period in which the Alternate Rent provisions in subsection 6.2.3
are not applicable, the Company shall pay Rent as described in this paragraph. For Site Licenses
executed by both parties in 2019, Company shall pay to the City the base amount of $270.00 per
calendar year for each City Pole covered by a Site License (i.e. Site Licenses may include more
than one City Pole), and such base amount shall be increased on January 1 of each calendar year
after 2019 by the Average CPI Increase, defined below (the "Rent"). For Site Licenses executed
by both parties in 2020 and subsequent years, the base amount of rent shall commence at the
Rent, as adjusted annually by the Average CPI Increase, to reflect the then -current rate. The first
payment of Rent shall be paid on the Rent Commencement Date. Every payment of Rent, after
the first payment, shall be due and payable in advance on January 1 of each calendar year
throughout the term of each such Site License. There shall be no refunds of Rent paid due to the
termination or expiration of the Master License for any reason.
6.2.3. Alternate Rent. In the event the relevant provisions of the FCC Declaratory
Ruling cease to be effective by a final order, (for example, they are vacated or invalidated and
have not been replaced by the FCC with an alternative provision setting a specific amount as
Rent) and continuing for so long as no legal or regulatory requirement exists that would
constrain or otherwise limit the Rent that the City may charge Company for the right to place
small cells on the City Facilities, the parties agree that Rent shall increase to the fair market
value for the use of the City Facilities as determined by the City ("Alternate Rent"). If the
Company disagrees with the Alternate Rent amount, it may utilize the arbitration process
described in RCW 35.21.860. The Alternate Rent shall be due 60 days after the date on which
the City issues the fair market value rent calculation, or, if Company utilizes the arbitration
process, then 60 days after the final arbitration decision regarding the amount of Alternate Rent,
and may include rental amounts for the time period dating back to the date the relevant
provisions of the FCC Declaratory Ruling ceased to be effective. In the event that a subsequent
legal or regulatory requirement becomes effective that would constrain or otherwise limit the
Rent that the City may charge Company for the right to place small cells on the City's property
in the public right-of-way, the parties agree that Alternate Rent shall again be adjusted to comply
with such legal or regulatory requirement upon its effective date. The Alternate Rent shall be
increased on January 1 of each calendar year by the Average CPI Increase. For Site Licenses
executed by both parties in 2020 and subsequent years, the base amount of rent shall commence
at the Alternate Rent, as adjusted annually by the Average CPI Increase, to reflect the then -
current rate. Alternate Rent for the first calendar year of a Site License for each individual City
Pole shall be pro -rated based on the number of days covered from the Rent Commencement Date
to December 31. The first payment of Alternate Rent shall be paid on the Rent Commencement
Date. Every payment of Alternate Rent, after the first payment, shall be due and payable in
advance on January 1 of each calendar year throughout the term of each such Site License. There
shall be no refunds of Alternate Rent paid due to the termination or expiration of the Master
License for any reason.
6.2.4. The City agrees that, irrespective of whether the relevant provisions of the FCC
Declaratory Ruling (FCC 18-133) ceases to be effective, no Alternate Rent shall be due for any
periods during which the relevant provisions of the FCC Declaratory Ruling were in effect.
However, if Company has paid Rent pursuant to the provisions of subsection 6.2.2 above for a
calendar year, and the relevant provisions of the FCC Declaratory Ruling subsequently cease to
Waster License Agreement —Small Wireless Facilities Template pg. 6
be effective during the same calendar year, the Company shall pay the difference between the
Rent and the Alternate Rent for the period from the date the relevant provisions of the FCC
Declaratory Ruling ceased to be effective, until December 31 of that year ("Rent Adjustment").
Such Rent Adjustment shall be paid to City on January 1 of the following year.
6.2.5. "Average CPI Increase" means the rolling 5 year average annual percentage
increase in the Consumer Price Index for All Urban Consumers (Seattle -Tacoma- Bellevue, WA)
(CPI-U) preceding the January 1 when the increase is being applied to the Rent and the Alternate
Rent, calculated by adding the annual percentage increases reported by the U.S. Bureau of Labor
Statistics as of October of the relevant years, dividing by five, and rounding to the nearest tenth
of a percent. For example, the Average CPI Increase calculated for adjusting Rent/Alternate Rent
on January 1, 2019 is 2.4% (based on the average of the following annual increases: October
2018 at 3.1 %; October 2017 at 3.0%; October 2016 at 2.4%; October 2015 at 1.2%; and October
2014 at 2.1%, yielding 2.36%).
6.2.6. Rent or Alternate Rent shall be delivered or mailed to the Tukwila Finance
Department located at: 6200 Southcenter Boulevard, Tukwila, WA 98188. Rent payment must
reference the City Pole Identifier, Company's site ID# and Site License Permit Number.
6.2.7. Receipt of any Rent or Alternate Rent by the City, with knowledge of any
breach of this Master License by Company, or of any default on the part of Company in the
observance or performance of any of the conditions or covenants of this Master License, shall
not be deemed a waiver of any provision of this Master License.
6.2.8. If any sums payable to City under this Master License are not received by the
City on or before the loth day following its due date, Company agrees to pay a late fee of 5% of
the unpaid Rent or Alternate Rent for all Site Licenses for which payment was not received.
Where a check is returned to the City by a bank or other financial institution with the indication
that the check cannot be honored, there shall be a fee assessed to Company based on the current
statutory maximum allowed. City and Company agree that such charges represent a fair and
reasonable estimate of the costs incurred by City by reason of late payments and uncollectible
checks, and the failure by Company to pay any such charges by no later than 30 days after
Company's receipt of written demand therefore by City shall be a default under this Master
License. City's acceptance of less than the full amount of any payment due from Company shall
not be deemed an accord and satisfaction, waiver, or compromise of such payment unless
specifically agreed to in writing by City.
7. Taxes Assessments and Utilities
In addition to the Rent, Company shall pay when due directly to the applicable authority all
applicable taxes arising with respect to Company's activities and business under this Master
License including, without limitation, paying to the City the utility tax as defined in TMC
Chapter 3.50 and any other taxes, fees, charges or assessments that may be due.
Master License Agreement —Small Wireless Facilities Template pg. 7 87
8. Permits
8.1. Prior to performing any construction, maintenance or repair work on the City
Facilities, the Company shall secure all necessary federal (including any FCC or FAA
requirements), state and local licenses, permits and approvals, including but not limited to, a
Franchise Agreement, land use permits/approvals as required, ROW Use permits, traffic control
plans, proof of agency and permits for the construction and operation of the SWF or installation
of a replacement pole (collectively referred to hereinafter as "Govermnent Approvals") at its sole
expense. No Government Approval shall be considered a substitute for a City approval required
by this Master License, and no approval granted under this Master License shall be considered a
Government Approval.
8.2. Company must obtain Governmental Approvals for each Site License prior to the
commencement of any build -out of the SWF and within 12 months after the effective date of the
Site License. The Site License shall automatically terminate on the expiration of such 12 month
period if the necessary Government Approvals are not obtained; provided, however that such 12
month period may be extended upon approval by the City, which approval shall not be
unreasonably withheld, delayed or conditioned.
9. Non -Interference with City Facilities
9.1. Outside the use of the City Facilities for the City's primary service obligations and
historic uses, and as required for public health and safety, the City shall not use the City
Facilities, that are subject to any Site License in any way that materially interferes with the
operations of Company authorized by such Site License. Such interference shall be terminated
within 72 hours of written notice. Notwithstanding the foregoing, nothing in this Section shall be
construed to imply that Company is seeking or entitled to a license with the City that will
interfere with the primary service obligations and historical or planned uses of the City Facilities
by the City.
9.2. To the extent any SWF interferes or disturbs equipment owned by any third party,
Company shall notify such third party directly and shall make good faith efforts to resolve the
matter with such third party prior to involving the City.
10. Interference
10.1. Company shall not place SWF in any manner or in any location that would cause
degradation in the operation or use of communications systems, data/telemetry, or street lighting
at the City Facilities which serve the City or other pre-existing users, including but not limited to
Puget Sound Emergency Response Network (PSERN) or its successor entity. This would include
but not be limited to impacting the received or transmitted signal strength or patterns of any
systems at the site serving the needs of the City. If such interference has not been corrected
within 30 days of Company's receipt of the initial written notice from the City, Company or City
may terminate the applicable Site License, or terminate the Site License to the extent applicable
to the interfering SWF, upon 30 days' written notice to the other party and neither party shall
$$Master License Agreement —Small Wireless Facilities Template pg- 8
have any further obligations or responsibilities under the Site License. Notwithstanding anything
else in this Section, if at any time the operation of SWF interferes with the reception or
transmission of public safety communications, Company shall immediately cease operation of
the interfering SWF until such time as the interference is corrected.
10.2. In the event of an emergency or to protect the public health or safety, prior to the City
accessing or performing any work on a City Facility on which Company has installed SWF, City
may require Company to deactivate such SWF if any of the City's employees or agents must
move closer to the SWF than the Federal Communication Commission ("FCC") recommended
minimum distance. In such case, the City will contact Company as per Exhibit B to request
immediate deactivation. Company's SWF shall include an emergency override switch for use by
the City that would turn off the system in case of a public safety emergency that presents the
threat of immediate and irreparable harm, such that notification to Licensee is not feasible or
practical. Once the work has been completed and worker(s) have departed the exposure area, the
party who accomplished the power -down shall cause power to be restored and inform the
Company as soon as reasonably possible that power has been restored.
10.3 Notwithstanding anything to the contrary in this Master License, the parties
acknowledge that: (a) the non-interference rules, regulations and policies of the Federal
Communications Commission apply to this Master License; and (b) if Company informs City
that a subsequent use is creating irreconcilable interference, and the City is in privity of contract
with such subsequent user, the City will use commercially reasonable efforts to assist Company
in resolving such interference, which assistance may include requesting that the user modify or
remove its equipment to eliminate the interference.
11. Compliance with Laws: Hazardous Materials
11.1. Company shall, at all times and at its sole responsibility and expense, comply with all
applicable Laws relating to the installation, operation, maintenance, repair and/or removal of the
SWF, including FCC regulations for compliance with limits on human exposure to radio
frequency (RF) emissions. Company shall defend, indemnify and hold harmless the City and its
employees and agents against any claims arising from any violations by Company, its agents or
employees, of any such Laws. The indemnity provision of this paragraph shall survive the
termination or expiration of this Master License.
11.2. RF Exposure Compliance. Company's SWFs must comply with all standards and
regulations of the FCC and any other state or federal government agency with the authority to
regulate exposure to radio frequency (RF) emissions. Company or its representative shall include
in any application for a Site License certification that the SWF(s) will comply with applicable
RF emissions limits, and at the City's written request, must conduct on -site post -installation RF
emissions testing in accordance with applicable rules, and certify actual compliance with the
applicable RF emissions limits for general population/uncontrolled RF exposure, and provide a
copy of such post -installation compliance report to the City.
Master License Agreement —Small Wireless Facilities Template pg. 9 89
11.3. Company shall not use the City Facilities for any illegal purposes nor violate any
applicable law, nor cause or permit any nuisance, nor trespass, nor do any act on the City
Facilities that would increase the rate of insurance thereon; nor deface, damage or overload the
structural components of any structures or City Facilities.
11.4. Company shall not cause or permit any Hazardous Materials (defined below) to be
brought upon, stored, used, released or disposed of on the City Facilities that would cause the
City Facilities to be in violation of any applicable Laws or would require remediation or
correction to the City Facilities.
11.5. "Hazardous Materials" means any dangerous, toxic or harmful substance, material or
waste that is or becomes regulated by any local government authority, the State of Washington,
or the United States Government due to its potential harm to the health, safety or welfare of
humans or the environment. Company shall be responsible for all spills or other releases of any
Hazardous Materials that may occur on the City Facilities arising out of Company's activities or
caused by the Company, its employees, contractors, subcontractors, or invitees; and, at
Company's cost, shall promptly conduct any investigation and remediation as required by any
applicable Laws, at Company's sole cost.
11.6. Company shall indemnify, defend and hold harmless the City from any and all
claims, judgments, damages, penalties, fines, costs, liabilities or losses, including without
limitation, diminution in the value of the City Facilities, damages for loss or restriction of use of
the City Facilities, and sums paid in settlement of claims, reasonable attorneys' fees, consultant
and expert fees, investigation, clean-up, remediation or other costs incurred or suffered by the
City, arising out of any use, storage, release or disposal of Hazardous Materials by Company, its
employees, contractors, subcontractors, or invitees. This indemnification shall survive the
termination or expiration of this Master License.
12. Make Ready
12.1. Company shall bear all costs for all Make -Ready work, including installing SWF and
replacing or retrofitting existing City Facilities. Such costs shall include, but are not limited to,
costs for dismantling or removal of the existing City Facilities and appurtenances in compliance
with the TMC, removal and replacement of foundation, replacement streetlight, replacement of
junction boxes to non-skid boxes, additional conduit if needed, and geotechnical analysis (as
appropriate for soil and foundation stability, etc.), replacement of hardscape, vegetation or other
existing urban design features impacted by the work. Any such replacement shall be subject to
prior approval by the City and approved as part of the Site License. If Company or a person
other than City or Company acting on Company's behalf would have to rearrange or adjust any
of its facilities in order to accommodate SWF, Company shall be responsible, at Company's sole
expense, to coordinate such activity. Company shall be responsible for directly paying such other
person for its charges for the same.
90master License Agreement —Small Wireless Facilities Template pg. 10
12.2. The SWF shall be conditioned on the completion of all Make -Ready Work needed to
establish full compliance with NESC, and with City's regulatory rules and engineering and plan
standards. If Company is requested by another person, in comparable circumstances, to relocate
or adjust any SWF to accommodate that person's facilities, subject to City's written approval of
such relocation, Company shall reasonably cooperate with such request, at no cost to Company.
12.3. Within 20 business days of completing Make Ready, Company shall notify City of
such completion.
12.4. Upon inspection and acceptance by the City, the Company agrees to assign
ownership of any replacement pole (together with the foundation and related access conduits,
handholds, etc.) to the City, and prepare any ancillary documentation or agreement. City may
require Company to deliver written evidence (reasonably acceptable to the City) of the deed of
dedication of the replacement pole (together with the foundation and related access conduits,
handholds, etc.), along with the assignment of any warranties applicable to the replacement pole,
including, without limitation, manufacturer's, installation, and other service provider warranties.
12.5. Where City approves the installation of a replacement pole, the pre-existing pole and
foundation must be removed, to the extent required by the City, by Company within 30 days
after the installation of the replacement pole and restored to a condition equal to or better than
existed prior to such removal.
13. Company Maintenance
13.1. Company shall, at its sole cost and expense and to the reasonable satisfaction of the
City: (a) remove, repair or replace any of its SWF that is damaged or becomes detached; and/or
(b) repair any damage to the ROW, City Facilities, or other property, whether public or private,
caused by Company, its agents, employees or contractors in their actions relating to attachment,
operation, repair or maintenance of SWF. Company shall complete such removal, repair, or
replacement within 30 days of receipt of the City's written notice.
13.2. Company shall perform any SWF normal/regular maintenance consistent with the
terms of its programmatic ROW Use Permit during such hours that will minimally interfere with
the City's primary use of the City Facilities; provided further that Company shall be permitted
access to the SWF without being required to give notice in the event of an emergency, provided
that the Company shall submit to the City, no later than 15 days after the emergency, a written
report describing the emergency and the reason(s) why immediate access to the City Facilities
was required. In the event of: (i) a public emergency, such as, but not limited to, road failure,
evacuation, natural disasters, hazardous substance spills, fatal accidents; and/or (ii) during City
use at the City Facilities, Company's access may, at the reasonable discretion of the City, be
temporarily limited or restricted; provided, that any temporary limitation or restriction in
Company's access shall be restored as soon as the circumstances shall allow, as determined by
the City, in its sole discretion.
Master License Agreement —Small Wireless Facilities Template pg.
11 9
13.2.1. Company shall designate a Network Operations Center (NOC), to serve as the
primary point of contact for the City with regard to SWF maintenance and access. The contact
information for such contact is attached hereto as Exhibit B. Company may modify the NOC or
secondary contact information by providing notice to the City pursuant to Section 31.5.
Company shall communicate and provide notice to the City staff designated on Exhibit B for all
maintenance and access requirements.
13.2.2. Company shall meet with the City, and other telecommunications operators if
necessary, upon request, to schedule and coordinate construction and maintenance of the City
Facilities, site equipment and use of the ROW.
13.2.3. Outside of the City's regular business hours, Company shall be required to
contact the on -call staff detailed on Exhibit B to make arrangements for City staff to provide
access. Company shall be responsible for any costs incurred for the on -call time to respond to the
after-hours access. Payment is due 60 days after receipt of invoice.
13.3. If Company does not remove, repair, replace, or otherwise remediate such damage to
its SWF as required in Section 13.1, the City shall have the option to perform or cause to be
performed such removal, repair, or replacement on behalf of Company and shall charge
Company for the time and actual costs incurred by the City. If such damage causes a public
health or safety emergency, as reasonably determined by the City in its sole discretion, the City
may immediately and without notice perform reasonable and necessary repair or removal work
on behalf of Company and will notify Company as soon as practicable; provided, such repair
shall not include any technical work on the SWF. A public health and safety emergency for
purposes of this section is defined as a condition as to immediately endanger the public right-of-
way (such as obstructing the free passage of traffic) and/or the property, life, health, or safety of
any individual.
13.4. Upon the receipt of a demand for payment by the City pursuant to this Section 13,
Company shall within 30 days of such receipt reimburse the City for such costs.
13.5. The terms of this Section 13 shall survive the expiration, completion or earlier
termination of this Master License.
14. Repairs by City, Increased Maintenance Costs: Emergency Situations
14.1. Notwithstanding Sections 12 and 13, the City reserves the right to make alterations,
repairs, additions, removals and improvements to all or any part of the City Facilities for any
operational purpose. City shall make a good faith effort to give Company 72 hours prior notice
of any City work if such work will impair the operation of the SWF. Such notice shall be given
to the Company pursuant to Section 31.5. Further, City shall allow a representative of Company
to observe the work and City shall take reasonable steps not to disturb Company's normal use of
the SWF. Company's use of the City Facilities may not impede or delay City's authority and
ability to make any changes to the City Facilities necessary to maintain street lighting or to
continue with the historic purpose of the City Facilities.
92Master License Agreement —Small Wireless Facilities Template pg. 12
14.2. City shall have no duty to Company to make any repairs or improvements to the City
Facilities. City is not responsible for any third -party damage to SWF.
14.3. The City retains the right and privilege to take proper emergency measures, as the
City may determine to be necessary, appropriate, or useful in response to any public health or
safety emergency. If the City becomes aware of an emergency before the Company, then the
City shall notify Company by telephone or e-mail promptly upon learning of the emergency and
shall exercise reasonable efforts to avoid an interruption of Company's operations.
14.4. The City will not be liable in any manner, and Company hereby waives any claims,
for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of the
City's access to the SWF, including the removal of SWF from a City Facility in an emergency,
except damage resulting directly and exclusively from the sole negligence or willful misconduct
of the City or its agents and not contributed to by the acts, omissions, or negligence of Company,
its agents, or contractors.
14.5. Company will turn antennas and other SWF producing radio frequency off, or
authorize the City to do so, when the City performs any work on the City Facility. The City will
endeavor to provide Company 72 hours advanced oral notice to Company of maintenance and
installation work with estimated outage time and required power -down of the SWF. If the
Company fails to turn off the SWF producing radio frequency, the City may take reasonable
steps to turn theirs off.
14.6. City shall not be liable for any damages to any person or property, nor shall Company
be relieved from any of its obligations under this Master License, as a direct or indirect result of
temporary interruption in the electrical power provided to the City Facilities. Under no
circumstances shall City be liable for indirect, special, incidental, or consequential damages
resulting from such an interruption.
14.7. If the City, while making any repairs or improvements to City Facilities as described
by this section, or conducting such emergency work as described by this Section, should incur
any extra costs derived from the presence of SWF, then Company shall reimburse City for all
reasonable costs associated therewith within 30 days of receipt of an invoice detailing costs.
15. Sub -licensing, Subleasing and Assignment by Company
15.1. The rights and privileges granted to Company as provided in this Master License may
not be assigned or transferred to any other entity without written approval of the City, which
shall not be unreasonably withheld, conditioned or delayed; provided, however, that upon
written notice to the City, Company may assign or transfer the rights and privileges granted
herein to any parent or subsidiary of Company, to an entity with or into which Company may
merge or consolidate, to an entity which controls, is controlled by, or is under common control
with such entity or to any purchaser of all or substantially all of the assets of Company in the
market defined by the FCC in which the City Facilities are located without the requirement for
City approval, so long as the successor provides written notice to the City that it is then fully
Master License Agreement —Small Wireless Facilities Template pg. 13 93
liable to the City for compliance with all terms and conditions of this Master License. The
Company shall reimburse the City for all reasonable costs and expenses reasonably incurred by
the City in considering a request to transfer or assign this Master License.
15.2. Company may assign this Master License in whole or in part for collateral security
purposes. The Company shall provide prompt, written notice to the City of any such assignment.
In the case of transfer or assignment as security by mortgage or other security instrument in
whole or in part to secure indebtedness, such consent (which City may withhold in its discretion)
shall not be required unless and until the secured party elects to realize upon the collateral. In no
event shall the City be required to obtain lender consent or to notify any lender to access the
equipment or exercise any of its remedies in event of default.
15.3. Company need not own all components of SWF subject to this Master License, and
may permit its customers to maintain ownership of disparate SWF components. However, (1) all
SWF must be wholly under the control and management of Company; and Company shall be
liable for all acts or omissions, and all harms associated with the SWF whether the same are its
acts or omissions, or the acts or omissions of the owner of the SWF; (2) Company acknowledges
and agrees that no rights of ownership in SWF by Company's customers shall permit any such
customer to enter upon, or use any portion of the City' Facilities or the SWF, in any other
manner or at any other place, including to add to, or modify or install SWF, which shall be
Company's sole responsibility; and (3) in no event shall the City be required to obtain the
consent or approval, or to provide any notice to any person or entity other than the Company
related to this Master License.
16. Sub -Licensing and Assignment by City
16.1. Should the City sell, lease, license, transfer, or otherwise convey all or any part of the
City Facilities that are the subject of this Master License to any transferee other than Company,
such transfer shall be subject to this Master License.
16.2. The City retains the right to license or enter into any type of agreement for any
portion of the City Facilities for any reason, including but not limited to, co -locating wireless
facilities, provided such use will not unreasonably interfere with the Company's use of the City
Facilities.
16.3. The City may transfer and assign its rights and obligations hereunder and no further
liability or obligation shall thereafter accrue against the City hereunder, provided that the
assignee or transferee assumes, in writing, all of the City's obligations under this Master
License, which shall remain in full force and effect.
94Master License Agreement —Small Wireless Facilities Template pg. 14
17. Improvements. Fixtures and Personal Property, Inspection by City
17.1. The Parties agree that, notwithstanding any provision of statutory or common law,
the SWF shall not become affixed to or a part of the City Facilities or any structure on the City
Facilities, but shall remain the exclusive property of the Company.
17.2. Prior to installing any new SWF or other improvements on the City Facilities after
the Effective Date or the effective date of any Site License, Company shall submit to the City for
approval such information regarding the proposed work as the City may request, including,
without limitation, plans and specifications of the planned modifications and Company's
proposed schedule, for the City's written approval, and these plans shall include the results of the
RF emissions tests consistent with the requirements of this Master License.
17.3. Prior to commencing any construction activities on the City Facilities, Company shall
secure approval of the modifications and work schedule by the City, which approval shall not be
unreasonably withheld, delayed or conditioned. During any construction activities by Company
on the City Facilities, representatives of the City shall have the right to inspect any and all
improvements and to require reasonable revisions to the Company's improvements to ensure that
the respective uses of the City Facilities are compatible.
17.4. Any revisions to equipment after initial installation shall require an amendment to the
Site License and payment of an Administrative Fee based on the hourly rates then in effect
pursuant to the adopted fee schedule. Payment of this fee shall be due 30 days after receipt of
invoice. Approval of the City under this Master License to such modifications does not relieve
Company from obtaining permits and/or Governmental Approvals as necessary to commence
such modifications. Replacement of like parts or modification during maintenance and repair is
acceptable without specific approval under this Master License provided that: (a) such like -for -
like replacement or modification does not change the visual appearance or size, or increase
weight or noise of the SWF; and (b) Company provides written notice explaining in reasonable
detail the nature of the parts replacement and/or other modifications within 10 business days of
occurrence, including certification that the level of RF emissions exposure from the SWF
remains within the limits for general population/uncontrolled population exposure. At the City's
written request, Company must conduct a new on -site RF emissions testing in accordance with
applicable rules, and certify actual compliance with the applicable RF emissions limits for
general population/uncontrolled RF exposure, and provide a copy of such updated compliance
report to City.
17.5. The City may from time -to -time access the City Facilities to inspect any work done
by Company to ensure compliance with the approved plans and specifications, to require
reasonable revisions to ensure that the respective uses of the City Facilities are compatible. This
right shall not impose any obligation upon the City to make inspections to ascertain the safety of
Company's improvements, SWF, or the condition of the City Facilities.
Master License Agreement —Small Wireless Facilities Template pg. 15 95
18. Destruction of or Damage to the City Facilities
18.1. If the City Facilities or any structure on the City Facilities is destroyed or damaged by
fire or casualty so as to render the City Facilities and/or SWF unfit for use by the Company, and
if in the reasonable judgment of the City or Company, the damage cannot be repaired within 90
days following the date of such damage, either party may terminate the applicable Site License
upon written notice to the other party, whereupon the Site License shall terminate on the date of
such notice and Company shall surrender the effected City Facilities to the City within 90 days.
Within 15 days after such damage, City shall notify Company as to whether the City expects to
complete such repair within 90 days. If the City Facilities are damaged by fire or casualty, but
not rendered wholly unfit for use, Company may elect promptly to repair such damage to its
SWF. City shall not be liable to Company for any direct or indirect or consequential damages
including but not limited to inconvenience, annoyance, or loss of profits, nor for any expenses,
or any other damage resulting from the repair of such damage. Further, City shall not be
responsible for any repair, modification, arranging, or rearranging of any portion of the City
Facilities or for the termination of the Site License as provided herein, unless the damage was
caused by the willful misconduct or negligence of the City. Rent for the affected SWF shall
abate until Company is able to occupy the applicable City Facilities.
18.2. In the event the City Facilities are rebuilt and/or repaired as outlined above, the City
shall consider other temporary locations on the City Facilities at the City's sole discretion. If an
area is approved by both the City and Company, Company may construct, operate and maintain
its SWF until the City Facilities are fully restored and operational. During the use of the
temporary location, Rent shall continue and be payable to the City.
19. Condemnation
If all or any portion of the City Facilities is needed, taken, vacated, conveyed, or condemned
for any public purpose such that the Company cannot use its SWF on the City Facilities, either
party may terminate the applicable Site License. All proceeds from any taking or condemnation
of the Site or City Facilities shall belong and be paid to the City. Company shall have all rights
to its SWF, which shall not be included in any taking or condemnation.
20. Insurance
20.1. At Company's sole cost and expense, Company shall maintain throughout the term of
this Master License insurance as set forth in the Franchise Agreement adopted by Tukwila
Ordinance No. (insert nuniber}, incorporated herein.
20.2. No more than once per each Renewal Term period, the City may require increases in
said coverage by written notice to Company, as the City deems reasonably necessary generally
consistent with industry standards.
96vlaster License Agreement —Small Wireless Facilities Template pg. 16
20.3. Company's maintenance of insurance as required by this Section 20 shall not be
construed to limit the liability of Company to the coverage provided by such insurance, or
otherwise limit the City's recourse to any remedy available at law or equity. Further, Company's
maintenance of insurance policies required by this Master License shall not be construed to
excuse unfaithful performance by Company.
21. Hold Harmless
21.1. The City and its employees and agents shall not be liable for injury or damage to any
persons or property, including City Facilities, resulting from the installation, operation or
maintenance of the SWF on the City Facilities, except to the extent caused by City's sole
negligence or willful misconduct.
21.2. Company releases, covenants not to bring suit, and agrees to indemnify, defend, and
hold harmless the City, its officers, employees, agents, and representatives from any and all
claims, costs, judgments, awards, or liability to any person, for injury or death of any person, or
damage to property caused by or arising out of any acts or omissions of Company, its agents,
servants, officers, employees and contractors in the performance of this Master License and any
rights granted within this Master License, or the presence of the SWF itself, except to the extent
such claims, costs, judgments, awards, or liability are the result of the City's sole negligence or
willful misconduct.
21.3. Inspection or acceptance by the City of any work performed by Company at the time
of completion of construction shall not be grounds for avoidance by Company of any of its
obligations under this Section. These indemnification obligations shall extend to claims that are
not reduced to a suit and any claims that may be compromised.
21.4. The City shall promptly notify Company of any claim or suit and request in writing
that Company indemnify the City. City's failure to so notify and request indemnification shall
not relieve Company of any liability that Company might have, except to the extent that such
failure prejudices Company's ability to defend such claim or suit.
21.5. Company may choose counsel to defend the City at Company's sole expense subject
to this Section 21, provided the City consents to the Company's choice of counsel, which
consent shall not be unreasonably withheld. In the event that Company refuses the tender of
defense in any suit or any claim, as required pursuant to the indemnification provisions within
this Master License, and said refusal is subsequently determined by a court having jurisdiction
(or such other tribunal that the parties shall agree to decide the matter), to have been a wrongful
refusal on the part of Company, Company shall pay all of the City's reasonable costs for defense
of the action, including all expert witness fees, costs, and attorney's fees, and including costs and
fees incurred in recovering under this indemnification provision. If separate representation to
fully protect the interests of both parties is necessary, such as a conflict of interest between the
City and the counsel selected by Company and approved by the City to represent the City, then
upon the prior written approval and consent of Company, which shall not be unreasonably
withheld, the City shall have the right to employ separate counsel in any action or proceeding
Master License Agreement —Small Wireless Facilities Template pg. 17 97
and to participate in the investigation and defense thereof, and Company shall pay the reasonable
fees and expenses of such separate counsel. The City's fees and expenses shall include all out-
of-pocket expenses, such as consultants and expert witness fees, and shall also include the
reasonable value of any services rendered by the counsel retained by the City (including the use
of in-house counsel). Each party agrees to cooperate and to cause its employees and agents to
cooperate with the other party in the defense of any such claim and the relevant records of each
party shall be available to the other party with respect to any such defense.
21.6. The parties acknowledge that this Master License is subject to RCW 4.24.115.
Accordingly, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of Company and the
City, its officers, officials, employees, and volunteers, Company's liability shall be only to the
extent of Company's negligence. It is further specifically and expressly understood that the
indemnification provided constitutes Company's waiver of immunity under Title 51 RCW,
solely for the purposes of this indemnification. This waiver has been mutually negotiated by the
parties.
21.7. Company acknowledges and agrees that Company bears all risks of loss or damage or
relocation or replacement of its SWF from any cause, and the City shall not be liable for any cost
of replacement or of repair to damaged SWF, including, without limitation, damage caused by
the City's removal of the SWF, loss of line of sight path, activities conducted by the City, its
officers, agents, employees, volunteers, elected and appointed officials, or contractors, except to
the extent any such damage or destruction is caused by or arises from any negligent, willful
misconduct, or criminal actions on the part of the City, its officers, agents, employees,
volunteers, or elected or appointed officials, or contractors. Company releases and waives any
and all such claims against the City, its officers, agents, employees, volunteers, or elected or
appointed officials, or contractors.
21.8. Company shall indemnify, hold harmless and defend the City against any claims for
damages, including, but not limited to, business interruption damages and lost profits, brought by
or under users of the SWF as the result of any interruption of service due to damage or
destruction of the SWF caused by or arising out of activities conducted by the City, its officers,
agents, employees or contractors, or any third parties, except to the extent any such damage or
destruction is caused by or arises from the sole negligence, willful misconduct, or criminal
actions on the part of the City, its officers, employees, or elected or appointed officials. This
limitation of liability shall apply even if City is advised of the possibility thereof, whether such
damages arise out of breach of contract, breach of warranty, negligence, strict liability or any
other theory of liability and whether such damages were foreseeable or not at the time this
Master License was executed.
21.9. Neither party shall be liable to the other, or any of their respective agents,
representatives, employees for any lost revenue, lost profits, loss of technology, rights or
services, incidental, punitive, indirect, special or consequential damages, loss of data, or
interruption or loss of use of service, even if advised of the possibility of such damages, whether
under theory of contract, tort (including negligence), strict liability or otherwise.
98Master License Agreement —Small Wireless Facilities Template pg. 18
21.10. The provisions of this Section 21 shall survive the expiration, revocation, or
termination of this Master License.
22. Performance Bond
Company shall furnish a surety bond or bonds, in form reasonably acceptable to City,
covering faithful performance of this Master License and payment of all obligations arising
thereunder, including but not limited to proper construction, long-term facility maintenance, rent,
timely removal of equipment and restoration. The bond shall be in force during the entire term or
subsequent extensions or month -to -month tenancies. The performance bond for this Master
License shall not only indemnify City for the usual performance provisions of this Master
License, but in addition shall be a bond to guarantee payment of any and all tax liability of any
type, kind, nature or description due as a result of this Master License. Said performance bond
shall be issued to City prior to the issuance of any approvals for the construction of its SWF on
the City Facilities. If City so uses or applies any portion of the performance bond, Company
shall, upon notice, restore the performance bond to the full amount above specified, and
Company's failure to do so shall constitute a material breach of this Master License. This
performance bond shall be in addition to any construction or maintenance bonds imposed by the
City as part of its permitting process. This performance bond shall remain in place until all of
Company's SWF has been removed by Company unless otherwise permitted to remain by City.
The amount of the bond shall be $100,000.
23. Nondiscrimination
Company, for itself, its successors, and assigns as a part of the consideration hereof,
does hereby covenant and agree to comply with all civil rights and anti -discrimination
requirements of Laws applicable to the City Facilities, including, without limitation, Chapter
49.60 RCW and Title 49, Code of Federal Regulations, U.S. Department of Transportation,
Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of
the U.S. Department of Transportation —Effectuation of Title VI of the Civil Rights Act of 1964,
and as said regulations may be amended. In the event of breach of any of the above
nondiscrimination covenants, the City shall have the right to terminate the Master License and to
re-enter and repossess the City Facilities, and hold the same as if said Master License had never
been made or issued.
24. Site License Application Process
24.1. Prior to installation of any SWF on a City Facility, the Company shall first obtain a
Site License issued by the City. To request a Site License, Company shall submit the Franchise
Utility Site License Application in the form attached as Exhibit A, executed by Company and
accompanied by all of the submittal requirements specified by the City of Tukwila Public Works
Department. The Site License must include Company's certification that the plans submitted
comply with the Design Requirements, if required.
Master License Agreement —Small Wireless Facilities Template pg. 19 99
24.2. As appropriate, City may in its discretion require Company to make design
modifications in order to comply with the published design requirements, to address safety
concerns, or applicable contractual, regulatory, or legal requirements or may ask additional
questions as necessary to determine feasibility of use of the City Facilities, provided that such
requirements are consistent with the TMC and with those applied to similar wireless installations
on City Poles and Other City Structures installed by third parties, and applicable Law. Company
shall make any required design modifications within 90 days of receipt of written notice from
City.
24.3. The Site License and all attachments which are required to be submitted in
conjunction therewith may be required to be provided in digital format.
24.4. If the City receives more than one Site License for the same City Pole or Other City
Structure, then the license shall be awarded to the first Site License signed by both parties and
for which the Company has submitted the first payment of Rent or Alternate Rent.
25. Default, City Remedies
25.1. Default
The following occurrences shall each be deemed an "Event of Default" by Company, if any
such occurrence continues beyond the applicable notice and cure period set forth in Section 27,
below:
25.1.1. Failure to Pay. Company fails to pay any sum, including Rent or taxes, due
under this Master License upon the due date.
25.1.2. Abandonment. Company's failure to remove SWF as further described in
Section 29.3.
25.1.3. Insolvency. Immediately, upon written notice, if a receiver is appointed to take
possession of Company's assets, Company makes a general assignment for the benefit of
creditors, or Company becomes insolvent or takes a suffers action under the Bankruptcy Act.
Waiver or acceptance by the City of any default of the terms of this Master License by Company
shall not operate as a release of Company's responsibility for any prior or subsequent default.
25.1.4. Lapsed Governmental Approvals. Company fails to maintain or obtain any
Governmental Approvals, through no fault of Company, required to install and operate SWF and
continues to operate such SWF.
25.1.5. Failure to Maintain Insurance. Company fails to maintain appropriate
insurance as required pursuant to the Franchise Agreement adopted by Tukwila Ordinance No.
Iinserl nuinber}.
1 Ouster License Agreement —Small Wireless Facilities Template pg. 20
25.1.6. Prohibited Assignment. Company assigns this Master License in violation of
Section 15.
25.1.7. Interference. Company operates or maintains its SWF in a manner contrary to
the interference obligations in Sections 9 and 10.
25.1.8. Improper Construction. Company constructs or installs SWF without first
obtaining a Site License.
25.1.9. Failure to Construct or Install Per Approved Design. Company constructs,
installs or modifies any SWF in any mamler that does not comply with the requirements of the
applicable Site License.
25.1.10. Ceases to Provide Telecommunications Services. That Company ceases to
operate as a provider of telecommunications services under Federal Law.
25.1.11.Other Defaults. Company violates any material agreement, term or covenant
of this Master License.
25.1.12. City Remedies. Subject to the cure period described in Section 27 below,
the City shall have the following remedies upon an Event of Default. The City's rights and
remedies under this License shall be cumulative, and none shall exclude any other right or
remedy allowed by law.
25.1.13. Continuation of License. Without prejudice to its right to other remedies,
the City may continue this License and applicable Site License Addendums in effect, with the
right to enforce all of its rights and remedies, including the right to payment of Rent and
other charges as they become due for the remainder of the then -existing term. City may elect, in
its discretion, upon written notice to Company, to suspend processing or response of any/all
Company requests, or granting of any/all approvals required of the City, with respect to any
matter (or requested matter) pursuant to this License.
25.1.14. Termination of License. If Company's default is of such a serious nature in
the City's sole judgment that the default materially affects the purposes of this License, the City
may terminate this License. Termination of this License will affect the termination of all Site
License Addendums issued under it automatically and without the need for any further action
by the City. The City will have the right to make any terminated portion of the City Facilities
available for use to other parties as of the effective date of the termination, even if SWF is still
on the City Facilities. Upon termination of this License, Company will remain liable to City for
damages in an amount equal to the Rent and other sums that would have been owed by Company
under this License for the balance of the Initial Term or Renewal Term (as the case may be),
provided that if Alternate Rent is being applied, then Company shall be liable to City for
damages in the amount equal to the Rent and other sums that would been owed by Company
under this License for the one (1) year period following the effective date of termination.
Master License Agreement —Small Wireless Facilities Template pg. 21 101
25.1.15. Termination of Site License Addendums. If an Event of Default specific to
one or more Site License Addendums is not cured by Company within the applicable cure
period, City may terminate such specific Site License Addendum(s).
25.1.16. Interest and Collection Costs on Past Due Monetary Obligations. If
Company fails or refuses to pay any of its payment obligations due under this License
(including without limitation any Site License Addendum) on the due date, then Company is
obligated to pay and shall immediately pay interest on amount due calculated at the lesser of
ten percent (10%) per annum or the highest rate of interest allowed under applicable law. Interest
shall be calculated on a per day basis commencing on the due date and continuing until paid in
full. If Company fails or refuses to any or all amounts due upon written demand, then Company
shall be liable to pay all collection costs and reasonable attorneys' fees incurred with respect
thereto. Notwithstanding any other provision of this agreement, the accrual of interest on past
due monetary obligations is automatic and does not require the giving of notice.
25.2 City Default and Company Remedies. City shall be deemed in default of this
Master License if it violates any material agreement, term or covenant of this Master License
and does not cure such violation within the cure period described in Section 27, below. Upon the
Event of Default by City, Company may terminate this Master License and any applicable Site
License.
25.3. City Remedies. Subject to the cure period described in Section 27, below, the City
shall have the following remedies upon an Event of Default. The City's rights and remedies
under this Master License shall be cumulative, and none shall exclude any other right or remedy
allowed by law.
25.3.1. Continuation of Master License. Without prejudice to its right to other
remedies, the City may continue this Master License and applicable Site Licenses in effect, with
the right to enforce all of its rights and remedies, including the right to payment of Rent and
other charges as they become due for the remainder of the then -existing term. Until a default is
cured, City may elect, in its discretion, upon written notice to Company, to suspend processing
or response of any/all Company requests, or granting of any/all approvals required of the City,
with respect to any matter (or requested matter) pursuant to this Master License.
26. Termination of Site License.
In addition to the parties' rights contained in Section 25 (upon the occurrence of an Event of
Default), the parties have the additional termination rights contained in this Section 26.
26.L City's Termination Rights. Subject to the cure provision of Section 27, the City has
the right to terminate any Site License if the City determines that Company's exercise of its
rights under this Master License:
1 012ster License Agreement —Small Wireless Facilities Template pg. 22
26.1.1. Interferes with the City's use of the City Facilities and/or the structures on the
City Facilities for the municipal purposes for which the City owns and administers such
structures/site, which may include the necessity to widen a street or for other municipal projects
that result in removing the streetlight.
26.1.2. Poses an immediate and ongoing threat to public health or safety or constitutes
a public nuisance.
26.1.3. Unreasonably interferes with the use of the City Facilities or structures thereon
by a governmental agency with which the City has an agreement to provide services to the City,
e.g. PSERN or its successor entity.
26.1.4. That Company ceases to operate as a provider of telecommunications services
under federal law. In such a situation the City shall have the option, in its sole discretion and
upon 6 months' written notice to Company, to terminate this Master License and to require the
removal of the SWF from the City Facilities, pursuant to Section 29, including the cost of any
site remediation, at no cost to the City.
26.1.5. Notwithstanding the above and not subject to the Cure provisions listed under
Section 27, the City shall have the following additional termination rights:
a. Immediate Removal. Notwithstanding the above, the City, may in its sole
discretion, determine that exigent circumstances require immediate removal of
SWF from a City Pole or other City Structure. Such exigent circumstances may
only include reasons of public health, safety or the need to provide street lighting.
Company shall remove its SWF within 48 hours' notice, unless such longer period
is provided by the City. The applicable Site License will terminate upon the
removal of the SWF.
b. Immediate Deactivation. Notwithstanding the above, if the Company attaches,
installs, constructs or modifies SWF in any manner which exceeds the requirements
of the Design Standards, the City may require the Company to deactivate the
noncompliant Equipment upon 48 hours' notice, unless such longer period is
provided by the City.
c. Pole Removal. The City has the right to remove any City Facilities that it
determines in its sole judgment is unnecessary for its municipal purposes (for
example street light operations and any of the circumstances listed in Section 28.1).
If the City decides to remove a City Facility, it shall provide Company with at least
60 days' written notice to remove its SWF from the City Facility. The applicable
Site License will terminate upon the removal of the SWF.
d. Pole Replacement. The City has the right to replace any City Facilities that it
determines in its sole judgment is necessary for its municipal operations. If the City
decides to replace a City Facility, it shall provide Company with at least 60 days'
written notice to remove its SWF from the City Facility. At City's option the
applicable Site License will terminate upon the removal of the SWF or City may
allow Company, at Company's sole cost and expense, to relocate its SWF on the
replacement pole.
Master License Agreement —Small Wireless Facilities Template pg. 23 103
26.1.6. No Further Obligation. Upon termination under this Section 26, neither party
will owe any further obligation to the other party provided that Company is not in arrears in
making its Rent or other required payments; provided however that Company shall, at
Company's sole cost, remove its SWF and restore the site to at least the condition in which it
existed at the Rent Commencement Date or better, and provided that, if the City terminates this
Master License pursuant to Section 26, the City shall, at Company's option, attempt to find
alternative sites on other City property in order to allow Company to continue to provide service
within the City Facilities as further described in Section 28. Further, to the extent that City
received any pre -paid Rent related to the terminated Site Licenses, City shall refund such pre-
payments to Company.
26.1.7. Termination by Company. The Company has the right to terminate any Site
License upon 90 days' notice in the event Company determines in its sole discretion that it
desires to discontinue use of the City Facilities for any reason whatsoever provided Company
terminates according to this Section.
27. Cure
Neither party shall be in default under this Master License until 30 days after receipt of
written notice of default from the other; provided, however, where such default cannot
reasonably be cured within 30 days, the defaulting party shall not be in default if it commences
to cure such default within said 30 day period and diligently pursues cure to completion.
28. Relocation
28.1. Company understands and acknowledges that City may require Company to relocate,
temporarily or permanently, one or more of its SWF installations. Company shall at City's
direction and upon 90 days' prior written notice to Company, relocate such SWF at Company's
sole cost and expense whenever City reasonably determines that the relocation is needed for any
of the following purposes: (a) if required for the construction, modification, completion, repair,
relocation, or maintenance of a City or other public agency project; (b) because the SWF is
interfering with or adversely affecting proper operation of City owned poles, traffic signals,
communications, or other City Facilities; (c) to protect or preserve the public health or safety; or
(d) as described in Section 12. In any such case, City shall use reasonable efforts to afford
Company a reasonably equivalent alternate location. If Company shall fail to relocate any SWF
as requested by the City in accordance with the foregoing provision, City shall be entitled to
remove or relocate the SWF at Company's sole cost and expense, without further notice to
Company. Company shall pay to the City actual and reasonable costs and expenses incurred by
the City in performing any removal work and any storage of Company's property after removal
within 30 days of the date of a written demand and supporting documentation for this payment
from the City. The City will promptly inform Company of the displacement or removal of any
City Facility on which any SWF is located.
1 Q4aster License Agreement —Small Wireless Facilities Template pg. 24
28.2. In the event Company desires to relocate any SWF from one City Facility to another,
Company shall so advise City and shall submit a Site License consistent with Section 24 for
approval by City.
28.3. Company acknowledges that the signing of this Master License does not entitle the
Company to assistance under the Uniform Relocation and Real Property Acquisition Policy (Ch.
8.26 RCW).
29. Removal of SWF Upon Termination
29.1. Within 90 days after the expiration or earlier termination of a Site License or this
Master License, unless a shorter window of time applies under this Master License, Company
shall promptly, safely, and carefully remove the SWF from the applicable City Facilities and
shall restore the City Facilities to the condition in which they existed at the Rent Commencement
Date or better. In the event that the Company replaced any City Pole with a "purpose-built"
replacement pole, then upon expiration or termination of a Site License or this Master License,
and upon request by the City, the Company shall, at Company's sole expense, replace the
purpose built pole with a replacement pole meeting the current standard design and construction
criteria of the City. Rent shall continue to accrue during any time period in which Company
continues to have SWF on the City Facilities. Such obligation of Company shall survive the
expiration or earlier termination of this Master License. If Company fails to complete this
removal work pursuant to this Section 29, then the City, upon written notice to Company, shall
have the right at the City's sole election, but not the obligation, to perform this removal work
and charge Company for the actual and documented costs and expenses, including, without
limitation, reasonable administrative costs. Company shall pay to the City actual and
documented costs and expenses incurred by the City in performing any removal work and any
storage of Company's property after removal within 45 days of the date of a written demand for
this payment from the City. After the City receives the reimbursement payment from Company
for the removal work performed by the City, the City shall promptly make available to Company
the property belonging to Company and removed by the City pursuant to this Section 29 at no
liability to the City.
29.2. If the City does not receive reimbursement payment from Company within such 45
days, or if City does not elect to remove such items at the City's cost after Company's failure to
remove pursuant to this Section, or if Company does not remove Company's property within 45
days of such property having been made available by the City after Company's payment of
removal reimbursement as described above, any items of Company's property remaining on or
about the ROW, City Facilities, or stored by the City after the City's removal thereof may, at the
City's option, be deemed abandoned and the City may dispose of such property in any manner
by law. Alternatively, the City may elect to take title to abandoned property, and Company shall
submit to the City an instrument satisfactory to the City transferring to the City the ownership of
such property. Provided, however, that nothing contained within this Section 29 shall prevent the
City from compelling Company to remove any such SWF through judicial action when the City
has not permitted Company to abandon said SWF in place.
Master License Agreement —Small Wireless Facilities Template pg. 25 105
29.3. The SWF, in whole or in part, may not be abandoned by Company without written
approval by the City. Any plan for abandonment or removal of SWF must be first approved by
the City, and all necessary permits must be obtained prior to such work. Notwithstanding the
above, the City may permit SWF to be abandoned and placed in such a manner as the City may
prescribe. Upon permanent abandonment, Company shall execute such necessary documents to
transfer title to City.
29.4. Prior to removal of its SWF, Company shall notify the City in writing when the SWF
has been removed and comply with any other requirements under Law.
29.5. The provisions of this Section 29 shall survive the expiration, revocation, or
termination of this Master License.
30. Records, Audits
30.1. No more than once a year the City may require such information, records, and
documents from Company from time to time as are appropriate to reasonably monitor
compliance with the terms of this Master License.
30.2. Company shall provide such records within 30 days of a request by the City for
production of the same unless additional time is reasonably needed by Company, in which case,
Company shall have such reasonable time as needed for the production of the same, but no
longer than 60 days. If any person other than Company maintains records on Company's behalf,
Company shall be responsible for making such records available to the City.
30.3. Company shall be responsible for clearly and conspicuously identifying any records
as confidential or proprietary and shall provide a brief written explanation as to why such
information is confidential and how it may be treated as such under State or federal law. In the
event that the City receives a public records request under Chapter 42.56 RCW or similar law for
the disclosure of information Company has designated as confidential, trade secret, or
proprietary, the City shall promptly provide written notice of such disclosure request pursuant to
the City's City Clerk's rules so that Company can take appropriate steps to obtain injunctive
relief to prevent disclosure of claimed confidential records. Nothing in this Section prohibits the
City from complying with Chapter 42.56 RCW or any other applicable law or court order
requiring the release of public records. City shall not be liable to Company for its good faith acts
in determining release of records, including confidential records, is in compliance with any law
or court order requiring the release of public records. The City shall comply with any injunction
or court order obtained by Company and not stayed that prohibits the disclosure of any such
confidential records; however, in the event a higher court overturns such injunction or court
order and such higher court action is or has become final and non -appealable, Company shall
reimburse the City for any fines or penalties imposed for failure to disclose such records as
required hereunder within 60 days of a request from the City.
1 Ouster License Agreement —Small Wireless Facilities Template pg. 26
31. Miscellaneous
31.1. Modifications. This instrument contains all the agreements and conditions made
between the parties hereto and may not be modified orally or in any manner other than by an
agreement in writing signed by all parties thereto. No failure on the part of either party to
enforce any covenant or provision herein contained, nor any waiver of any right hereunder,
unless in writing signed by the waiving party, shall discharge or invalidate such covenant or
provision or affect the right of either party to enforce the same in the event of any subsequent
breach or default.
31.2. Broker's Fee. If Company is represented by a real estate broker or other agency in
this transaction, Company shall be fully responsible for any fee due such broker and shall hold
the City and its employees and agents harmless from any claims for a commission by such
broker or agency.
31.3. Cooperation in Execution of Subsequent Documents. The City and Company agree
to cooperate in executing any documents necessary to protect the rights of the parties granted by
this Master License.
31.4. Headings. The headings to paragraphs or sections of this Master License are for
convenience only and shall have no effect on the construction or interpretation of any paragraph
hereof.
31.5. Notices. Except as otherwise designated in this Master License, any notice, request,
demand, statement, or consent herein required or permitted to be given by either party to the
other hereunder, shall be in writing signed by or on behalf of the party giving the notice and
addressed to the other at the address(es) as set forth in Exhibit B. Each party may, by notice in
writing, change its address for the purpose of this Master License, which address shall thereafter
be used in place of the former address. Each notice, demand, request, or communication which
shall be mailed to any of the aforesaid shall be deemed sufficiently given, served, or sent for all
purposes hereunder: (i) two business days after it shall be mailed by United States registered or
certified mail, postage prepaid and return receipt requested, in any post office or branch post
office regularly maintained by the United States Postal Service; (ii) upon personal delivery; or
(iii) one business day after deposit with any recognized commercial air courier or express
service. Any communication made by e-mail or similar method shall not constitute notice
pursuant to this Master License.
31.6. Entire Agreement. This Master License and any attached exhibits constitute the
entire agreement between the City and the Company; no prior written or prior contemporaneous
or subsequent oral promises or representations shall be binding except that any subsequently
adopted City policies and procedures for telecommunications/communications license
agreements, Site Licenses and final applicable permits shall be binding on the parties.
31.7. Executed in Counterparts. This Master License 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.
Master License Agreement —Small Wireless Facilities Template pg. 27 107
31.8. Governed by Laws of the State of Washington. This Master License shall be
governed and construed by and in accordance with the laws of the State of Washington, without
reference to its conflicts of law principles.
31.9. Venue. Company agrees that the venue of any action or suit concerning this Master
License shall be in the State and Federal Courts located in King County, and all actions or suits
thereon shall be brought therein.
31.10. Legal Fees. In any lawsuit between the parties with respect to the matters covered
by the Master License, the prevailing party will be entitled to receive its reasonable attorney's
fees and costs incurred in the lawsuit, in addition to any other relief it may be awarded.
31.11. Binding on Successors. This Master License shall be binding upon and inure to the
benefits of the heirs, executors, administrators, successors and assigns of the parties.
31.12. Failure to Insist upon Strict Performance. The failure of either party to insist upon
strict performance of any of the terms or conditions of this Master License shall not constitute a
waiver thereof.
31.13. No Recording. Company shall not record any documents (such as, for example, a
memorandum, lien, assignment or security interest) against City's title without City's express
prior written approval which it may withhold in its sole discretion.
31.14. Business License. Prior to constructing any SWF or providing services within the
City, Company shall obtain a business and/or utility license from the City.
31.15. Severability. The provisions of this Master License shall be deemed severable and if
any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this
Master License shall be effective and binding upon the parties.
31.16. No Third Party Beneficiaries. It is not intended by any of the provisions of this
Master License to create for the public, or any member thereof, a third -party beneficiary right or
remedy, or to authorize anyone to maintain a suit for personal injuries or property damage
pursuant to the provisions of this Master License.
31.17 Change of Law. In the event that after this Master License becomes effective; (a)
there is a change in or clarification of the Law which changes, broadens or clarifies the authority
or obligations of the City or the Company with respect to any act permitted or authorized under
this Master License; or (b) the State of Washington or any agency thereof or any agency of the
Federal government require Company or the City to act in a manner which is inconsistent with
any provisions of this Master License; or (c) any term, article, section, subsection, paragraph,
provision, condition, clause, sentence, or other portion of this Master License, or its application
to any person or circumstance, shall be held to be illegal, invalid or unconstitutional for any
reason by any court or agency of competent jurisdiction; or (d) because of a change in
circumstances, the City, at its sole discretion, believes that amendments to this Master License
1 0)&ster License Agreement —Small Wireless Facilities Template pg. 28
are necessary or appropriate, then the City and the Company agree to enter into good faith
negotiations to amend this Master License so as to enable the City and Company to address, in a
manner reasonably acceptable to the City and Company, such Master License or other
development which formed the basis for the negotiations. The City and Company recognize that
the purpose of the negotiations would be to preserve, to the maximum extent consistent with
Law, the intent, scope and purpose of this Master License.
If the terms of this Master License are materially altered due to changes in or clarifications
governing Law or due to agency rulemaking or other action, then the Parties shall negotiate in
good faith to reconstitute this Master License in a way consistent with then -applicable Law in a
form that, to the maximum extent possible, is consistent with the original scope, intent and
purpose of the City and Company and preserves the benefits bargained for by each Party.
31.18. Survival. All of the provisions, conditions and requirements of Sections 11, 21,
25.1.16, 29, and 30 shall survive the expiration or termination of this Master License.
31.19 Force Majeure. Time periods for performance under this Master License shall be
deemed extended day for day for time lost attributable to any delay resulting from any Event of
Force Majeure. An "Event of Force Majeure" means any act of God, strike, or material or labor
shortage, or other events, if the occurrence was not reasonably foreseeable by the party and is
beyond the reasonable control of the party whose performance is required under this Master
License. As soon as reasonably practicable following the date of commencement of an Event of
Force Majeure, and within a reasonable time following the date of termination of an Event of
Force Majeure, any party invoking it shall submit to the other party reasonable proof of the
nature of the Event of Force Majeure, if the proof is not otherwise apparent due to the nature of
the event, and of its effect upon the performance of that party's obligations under this Master
License. Company shall, at all times, take commercially reasonable steps within its powers to:
(a) prevent an Event of Force Majeure affecting the performance of Company's obligations
under this Master License; (b) mitigate the effect of any Event of Force Majeure to the extent
reasonably possible given the conditions; and (c) ensure resumption of the performance of this
Master License as soon as practicable and continue compliance with its obligations under this
Master License.
Master License Agreement —Small Wireless Facilities Template pg. 29 109
IN WITNESS WHEREOF, the parties hereto have executed this Master License
Agreement on the respective dates below indicated.
CITY OF TUKWILA
BY: BY:
Printed name
Title:
Date:
APPROVED AS TO FORM:
Office of the City Attorney
STATE OF WASHINGTON
COUNTY OF KING
Printed name
Title:
Date:
I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that (he/she) signed this
instrument, on oath stated that (he/she) was authorized to execute the instrument and
acknowledged it as the of
to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
(SEAL)
DATED this day of , 20
(Signature)
Notary Public
Name as commissioned:
My appointment expires:
11 @✓ aster License Agreement —Small Wireless Facilities Template pg. 30
STATE OF WASHINGTON
COUNTY OF KING
I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that (he/she) signed this
instrument, on oath stated that (he/she) was authorized to execute the instrument and
acknowledged it as the of
to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
(SEAL)
DATED this day of , 20
(Signature)
Notary Public
Name as commissioned:
My appointment expires:
Master License Agreement —Small Wireless Facilities Template p& 31 111
City of Tukwila Permit Number
Department of Public Works
6300 Southcenter Boulevard, Suite 100
Tukwila WA 98188 (206) 433-0179
Franchise Utility Site License Application
Small Wireless Facilities
Name of Utility Master License Agmt No. / Exp. Date
Street Address
City / State / Zip
Applicant Name Phone No.
Field Contact Person Phone No. (office, celhrlar, etc.)
License. This is a Site License as referenced in that certain Master License Agreement between The City and Utility
Company (Company), dated ("License'). The purpose of the Site License is for the Company to reserve one or
more City Facilities. This License is subject and subordinate to the terms and conditions of the Master License. In the
event of a contradiction, modification or inconsistency between the terms of the Master License and this License, the
terms of the Master License shall govern. Capitalized terms used in this License shall have the same meaning described
for them in the Master License unless otherwise indicated herein.
Term. The term of this License shall commence on the Rent Commencement Date and shall terminate upon the Master
License termination unless earlier terminated by a party consistent with the Master License. Upon termination of the
Master License and, consequently, this License, Company shall comply with all applicable Master License terms and
conditions.
Fees. Company understands it is required to timely pay any Administrative Fees due and payable for this Site License in
accordance with the terms and conditions of the Master License and the Public Works Fee Schedule. Company shall pay
Rent for Small Wireless Facility to be installed on each City Pole pursuant to this Site License in accordance with the
Master License and the Public Works Fee Schedule. In addition, Company pay such additional fees and charges such as
are required pursuant to the terms of the Master License.
Application is hereby made by the above -referenced utility to the municipality of the City of Tukwila to perform work
as noted below or as shown on attached drawing(s). A certification by the Company stating the plans submitted
comply with the Design Requirements, if applicable, is required. As part of the work description, please indicate any
lane closures that may be required and the desired time(s) for same.
City Pole Numbers:
Other City Structures:
112aster License Agreement —Small Wireless Facilities Template pg. 32
If work has not commenced within 90 calendar days from the date of approval as shown below, this permit shall be
deemed closed and the requested City Poles and/or Other City Structures will be made available to other applicants.
The applicant shall comply with all State and local laws or ordinances and the applicable Franchise Utility Agreement
and Master License Agreement. Work performed under this permit shall adhere to the following:
1. 24 hours prior to construction, the contractor shall notify the Project Inspector at (206) 433-0179.
2. Prior to construction, all utilities in the vicinity shall be field located. NOTE: For City of Tukwila utility locates,
call One -Call at 811 or 1-800-424-5555.
Detours within the public right-of-way shall be in accordance with the current edition of the Manual on Uniform
Traffic Control Devices. A traffic control plan shall be submitted for prior approval when requested by the Project
Inspector.
4. For work within a public street, no open cut is allowed unless specifically approved.
5. The utility contractor shall carry a minimum of $2,000,000 liability insurance (personal injury, property damage),
and be licensed in the State of Washington to carry out this kind of work.
6. Prior to removal of any vegetation, contact a planner in the Department of Community Development (206-431-
3670) as vegetation removal may require approval via a permit and replacement.
Application Date:
Intake Date
Plan Revision Date:
Initial Completeness Due:
Intake+10 days
Revised Review Due:
City of Tukwila
Initial Review Due:
Approval Signature Date of Approval
Name (Printed) Expiration of Site License Agreement
Utility Company
Applicant Signature Utility Company Name
Applicant Name (Printed) Date of Application
Applicant Title (Printed)
Intake+90 days
Master License Agreement —Small Wireless Facilities Template pg. 33 113
Exhibit B
Contact Information/Notices
If to City:
If to Company:
City of Tukwila
6200 Southcenter Blvd
Tukwila, WA 98188
ATTN: City Clerk
With copies to:
With copies to:
City of Tukwila
6300 Southcenter Blvd, Ste 100
Tukwila, WA 98188
ATTN: Public Works Director
For Emergencies:
For Emergencies:
City of Tukwila Public Works
Telephone: (206) 433-0179
Fax: (206) 431-3665
6300 Southcenter Blvd, Ste 100
Tukwila, Washington 98188
City of Tukwila Maintenance Shops
Telephone: (206) 431-1860
Fax: (206) 575-3404
600 Minkler Boulevard
Tukwila, Washington 98188
City of Tukwila Police Department
Telephone: (206) 433-1808
Fax: (206) 244-6181
6200 Southcenter Boulevard
Tukwila, Washington 98188
1 J*ster License Agreement —Small Wireless Facilities Template pg. 34
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.DWG.
B '..
462486—P 1
NEER "'M_PRovEO MATEwnLHANGING
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c R,,1&I T,P,1,D ,ARE EvMOFolder-
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SCALE:1:55 WEIGHT: SHEET 1 OF 1
4z
�— 0 2--3„
DESIGNS SUBJECT TO CHANGE UPON FULL ENGINEERING REVIEW
4G OMNI ANTENNA
APT-2T1836Vx
EQUIPMENT LAYOi
DIMENSIONS:
18" x 36"
SIDE SHROUD
UNLESS OTHERWISE SPECIFIED.
ilmont V
DIMENSIONS A ACHES
SAaE
STRUCTURES
FaACTIONI
ANGUU1a. MACH, BEND ±
ValleNE
TWOPLACEDECIMAL
Y-
THaEEPwCEDECIMAL ._
(402) 359-2201
PROPRIETARY AND CONFIDENTIAL
IMERPRETGEOMETWO
NAME DATE
DRAWN MV 11/512019,
CHECKED
ENG APPR
LAST SAVED mv709180'. 11/612019
71LE LOCATION
O:w\n 709i80\L-,p\Ro tF,Ilaa,-
Loal�iaT� la, wnwEv
-ODEL3-10—
5G EQUIPMENT BAY
JOB CITY OF TUKWILA, WA
TITLE:
4G TOP/5G POLE WITH
SIDE SHROUD
SIZE ',DWG. NO. REV
B 462486-P1
SCALE:1:55 WEIGHT: SHEET 1 OF 1