IV.4. Approve Small Wireless Facility Collocation Agreement between Mobilitie, LLC and the City of Hopkins; Stadler (2)�����
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January 22, 2018 N O P K I N S Council Report 2018-014
Approve Small Wireless Facility Collocation Agreement between Mobilitie, LLC and the
City of Hopkins
Proaosed Action.
Staff recommends adoption of the following motion: Move that Council approve a small
wireless facilitv collocation aqreement between the City of Hopkins and Mobilitie, LLC.
Overview.
In November 2017, the City Council approved a revision to City Code Section 805,
Right of Way Management. This revision was required by 2017 State legislation to
allow the deployment of small wireless facilities in the right of way. A standard small
wireless facility collocation agreement has been developed to define the general terms
and conditions which govern the use of the public ROW for small wireless facilities. The
first telecom carrier to request small wireless facilities here is Mobilitie, LLC. They want
to install the facilities at three locations in the central business district — 1 St S, between
9t" _10t" Aves S, 9t" Ave S just south of Mainstreet and 11th Ave S just south of
Mainstreet. In addition to the general agreement City Council is being asked to
approve, there will be a supplemental agreement covering the site-specific details at
each installation location. These supplemental agreements will be staff-approved. All
of the agreements have been reviewed & approved by the City Attorney's office.
Primary Issues to Consider.
• Summary of agreement terms and conditions
Supportinq information.
• Proposed Agreement
• Aerial photos showing locations of Mobilitie sites
• Light pole installatiRn examples — photos
Steven J. Stadler, Public Works Director
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Analysis of Issues
• Summary of agreement terms and conditions.
o Variaus definitions (Section I), including:
"COIIOC�tG" — to install, mount, et al, a small wireless facility an an
existing wireless support structure which is awned by the City.
"Wireless Support Structure" - a new or existing structure in the
ROW that is capable of supporting the small wireless facilities.
"Small Wireless Facility" — a wireless facility which antenna is
located inside an enclosure no mare than 6 cubic feet in volume;
and all other wireless equipment assaciated with the facility
pravided such equipment does not exceed 28 cubic feet in volume
o Installatian requirements {Section IV), including: construction plans &
schedule, inspection, additional permits
a Section V: Conditians assuring the City of its ability to continue ta repair &
maintain its ROW & facilities.
o Section VII: Agreement term: 10 years, with three additianal 5 yr terms by
mutual agreement
o Section XIII: User annual terminatian, by site, with 3 month notice
a Sectian VII: Rental Fee: $1751yearllocation {includes $251yr maintenance
fee}
o Section VI1: Application Fee: $2,500
a Sections X& XI: Indemnification clause and minimum insurance
requirements
o Sectian XV: Removal of all equipment at expiratian of term, $5,4Q0 letter
of credit required
o Sections XIV & XXII: No radio interFerence permitted, radio frequency
study required by user upon city request
STANDARD SMALL WIRELESS FACILITY COLLOCATIQN AGREEMENT '
This Standard Smail Wireless Facility Collocation Agreement (the "Agreement") made
this day of , 2017, between the City of Hopkins, a Minnesota
municipai corporation, with its principal affice located at 1010 lst Street South, Hopkins l�/IN
55343 ("CITY"), and Mobilitie, LLC, with its principal offices located at 6�Q Newpart Center
Drive, Suite 200, Newport Beach, CA 92660 ("USER"}. CITY and USER are at times
collectively referred to hereinafter as the "Parties" or individually as the "Party."
WITNESSETH
V�REAS, CITY is the owner of, or ho�ds a leasehold or other possessary interest in,
certain wireless support structures; and
WHEREAS, USER desires to collocate small wireless facilities in andJar upon certain
af CITY'S wireless support structures located within the public right-of-way ("ROW"); and
W��EREAS, CITY and USER desire to enter into this Agreement to define the general
terms and conditions which govern their relationship with respect ta particular sites at which
USER may collocate the sma11 wireless facilities pursuant to 2017 session 1aws, chapter 94,
sectians ?-20 �"Small Cell Act") anc� cadifie� as amendments t� Minnesota Stabates, Sections
237.162 and 23'7.1b3, as hereinafter set forth; and
WIIEREAS, CITY and USER acknowledge that they will enter into a supplement ta
this Agreement ("Supplement"), a copy af which is attached hereto as E�ibit A, with respect
to each particular location ar site which CIT� agrees to permit collocation.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
adequacy and sufficiency of which is hereby acknowledged, the parties hereto, for themselves,
their successors and assigns, do hereby covenant and agree as follows:
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For purposes of this Agreement, the follawing terms shall have the foilowing definitions:
a. "Collocate" or "coZlocation": to install, mount, maintain, modify, operate, or
repiace a small wireless facility on, Luider, within, or adjacent to an existing wireless support
structure that is owned by CITY.
b. "Equipment": wireless facilities and sma11 wireless facilities, as those terms are
defined in this Agreement.
c. "Small wirelessfacility":
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(1) a wireless facility that meets both of the following qualifications:
(i) each antenna is located inside an enciosure of no more than six cubic feet
in vo�ume or, in the case of an antenna that has exposed elements, the
antenna and all its exposed elements cauld fit within an enclosure of no
more than six cubic feet; and
{ii) any other wireless equipment associated with the small wireless facility,
excluding electric meters, concealment elements, telecommunications
demarcation boxes, battery backup power systems, grounding
equipment, power transfer switches, cutoff switches, cable, conduit,
vertical cable runs far the connection of power and other services, and
any equipment concealed from public view within or behind an existing
sfiructure or concealment, provided such equipment is in aggregate no
more than 28 cubic feet in voiume; ar
(2) A micra wireless faeility.
d. "Utility pole": a pole that is used in whole or m part to facilitate
telecommunications or electric service.
e. "Wireless facility":
(1} equipment at a fixed location that enables the provision of wireless services
between user equipment and a wireless service network, including:
{i} equipment associated with wireless service;
(ii} a radio iransceiver, antenna, eoaxial or fiber-optic cable, regular and
backup power supplies, and comparable equipment, regardiess of
technological configuration; and
{iii} a small wireless facility.
(2) "Wireless facility" does not include:
{i) wireless support structures;
(ii) wireline backhaul facilities; or
(iii)caaxial or fibersoptic cables (i} between utility poles or wireless support
structures, or {ii} that are not otherwise immediately adjacent to ar
directly associated with a speeific antenna.
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f. "Micro wireless facility" : a sma11 wireless facility that is no larger than 24 inches long,
15 inches wide, and 12 inches high, and whose exterior antenna, if any, is no longer ihan 11
inches.
g"Wireless service": "Wireless service" means any service using licensed or
unlicensed wireless spectrum, including the use of Wi-Fi, whether at a fixed location or by
means of a mobile device, that is provided using wireless facilities. Wireless service does not
include services regulated under Tit1e VI of the Communications Act nf 1934, as amended,
including a cable service under United States Code, title 47, section 522, clause (6).
h. "Wireless support structure": a new or existing structure in a public right-af-way
designed to support or capable of supporting small wireless facilities, as reasonably determined
by CITY.
i. "Wireline backhaui facility": a facility used ta transport communications data by
wire from a wireless facility to a comrnunications network.
IL USER REQUEST TO USEPREMISES
a. Before USER sha11 collacate any Equipment on CITY'S wireless support structures, as
shall be more fully described in each Supplement to be executed by the Parties, hereinafter referred
to as the "Premises" under this Agreement, USER shall reguest permission fram CITY in writing,
which writing shall include a draft Supplement, and shall comply with the procedures set forth in
this section.
b. USER may submit a conso�idated request to CITY for permission to collocate up to fifteen
{15) small wireless facilities, provided that the small wireless faeilities in the cansolidated request:
(1) are located within a two-mile radius; (2) cansist of substantially similar equipment; and {3) are
to be placed on similar types af wireless support structures. Such conso�idated request shall include
a separate draft Supplement far each small wireless facility.
c. Following approval of this Agreement, each individual Supplement may be approved in
writing by the City Manager or hislher designee.
d. USER shall have the non-exclusive right, at its sole cost and expense, to use the Premises,
as identified in each individual Supplement, for the purpose of collocating equipment on CITY'S
wireless support structure{s}, in a manner consistent with each Supplement ("Ap�roved Use").
e. Regarding USER'S application far each individual Supplement: If, in the judgment of
CITIT, USER' S use under the circumstances is undesirable based on generally applicable and
reasonable health, safety, and welfare concerns, CITY sha11 have the right ta deny the application.
In any event, within ninety {90) days after the receipt of such application CIT� shall notify USER
in writing whether the applicatian is approved or denied and, if denied, shall document the basis
far the deniaL USER shall use the Premises only in accordance with good engineering practices
and in compliance with a11 applicable Federal Communications Commission ("FCC"), federal,
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state, and local rules, laws and regulations.
f. Along with each application for an individual Supplement, USER shall furnish CITY
detailed Construction Plans and drawings far each individuai Premises, together with necessary
maps, indicating specifically the wireless support structures of CITY to be used, the number and
character of the small wireless facilities to be placed on such structures, Equipment necessary far
USER'S use, rep�acements of existing wireless support structures, any additianal wireless support
structures which may be required, and any new installations for transmission conduit, pull boxes,
and appurtenances (the "Worlc"}. The Parties shall execute a Supplement for each Premises. Upon
executian of the Supplement, USER shall have the right to use the Premises and proceed with the
Work in accordance with the terms of the Supplement and this Agreement. USER shall perform
all Work at its own expense and in such manner as to not interfere with CITY' S use af the Property
or the Premises.
g. All wireless support structures used by USER under this Agreement, including any wireless
suppart structure installed by USER ta replace a CITY structure, or any payments made by USER
for changes to existing wireless support structures, conduits, conductor pu11 baxes, facilities, and
appurtenances, or installation of any new wireless support structures, conduits, canductor pu11
boxes, facilities, or appurtenances, under this Agreement sha11 nat entitle USER to awnership of
any of said infrastructure which sha11 remain the property of CITY.
h. CITY reserves the right ta exclude any of CITY' S wireless support structures, canduits,
conductor pu11 boxes, appurtenances, public Ri3W and/or real property from use by USER if CITY
determines that USER' S praposed use is contrary to the protectian of the generally applicable and
reasonable health, safety, and welfare of the public and the protection af the RQW and its current
use regulations.
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Pursuant to a11 of the terms and canditions of this Agreement, and the applicable
Supplement, CITY may approve USER'S application for a particular Premises described in the
Supplement, for the installatian, aperation and maintenance of Equipment.
The primary use and purpose of the Premises is to provide for traffic control, street lighting
and other gavernmental purposes ("Primary Use"}. CITIT' S operations on the Premises in the
ROW take priarity over USER'S operations.
USER agrees that the following priorities of use, in descending order, sha11 apply in the
event of communication interference, emergency public safety needs, Premises repair or
reconditioning, or other conflict whiZe this Agreement is in effect, and USER' S use sha11 be
subordinate accordingly:
(1) CITY, its employees, agents and contractors;
(2} Public safety agencies, including law enforcement, fire, and ambulance services, that are
not related to CITY;
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(3) Other governmental agencies where use is not related to public safety;
(4) Pre-existing licensees or permitees of CITY (if any};
{S) USER referenced in this Agreement.
When an event occurs that poses an immediate threat of substantial harm or damage to the
hea�th, safety and welfare of the public, the ROW, andlor the PropertylPremises, as solely
determined by CIT'Y ("Jeopardy"), the CITY may take actions the CITY determines are required
ta address such Jeapardy provided that promptly after such actions that affect the Premises, and in
no event later than seventy-two (72) hours after such actions, CITY gives written notice to USER
of CITI�' S emergency actions.
If CITY determines that the conditians of a Jeopardy would be benefited by cessation of
USER'S operations, USER sha�l immediately cease its operations an the Premises upon natice
from CITIT to do so, and the Term {as de�ined herein) of the applicable Supplement shall be
suspended until the conditions of Jeapardy have ended.
In the event there are nat sufficient electric, telephone, cable, or fiber utility sources located
at the Premises, USER may request approval from the CITY, by submitting to CITY a written plan
for installatian, to install such utilities an, over and/or under fhe I�C`iW io fhe Premises as necessary
far USER to operate in accordance with its Appraved Use. CITY shall, in its sole discretion, notify
USER that it appraves, denies or modifies the plan and, in the case af any deniai or modificatian,
CITY shall state the reasons therefor.
USER must, at the time af application and at any future time as requested by CITY, abtain
and submit ta CITY a structural engineering study carried out by a qualified structural engineer,
showing that the wireless support structure{s} is (are) able to support the Equipment. Said study
must be signed by an engineer licensed in Minnesota per Minnesota Rules subpart 1800.4200 and
Minnesota Statutes Chapter 326. If the study finds that any praposed structure is inadequate to
support the proposed loads, USER sha11 not install or remove the Equipment and CITY approval
for the Premises at issue shall terminate.
IV. INSTALLATION OF EQUIPMENT
a. Construction Plans
Far the initial installation of all Equipment and for any and a11 subsequent revisions and{ar
modifications thereof, or additions thereto, at the time of application for each individual
Supplement USER shal� pravide CITIT with two (2) sets of canstruction plans ("Constructian
P1ans") consisting of the following:
1. Line or CAD drawings showing the location and materials of a11 planned installations
plus an Engineer's Estimate of all materials and constructian methods;
2. Construction Specifications and Product Speciiicatians for all planned installatians;
Diagrams and Shop Drawings of proposed Equipment;
3. A complete and detailed inventory of all Equipment and other personal property of
USER actually placed on the Premises. CITY retains the right to survey the instaZled
Equipment.
Construction Plans shall be easily readable and subject to priar written apprflval by CITY, which
shall nat be withheld, conditioned or delayed without cause. Should the Construction Plans need
to be revised based on the comments pravided by CITY, no construction shall commence until
final approval is granted by CITY. Final Constructian Plans shall have affixed to them the
signature af USER'S engineer who sha1� be licensed in the State of Minnesota pursuant to
Minnesota Rule 1800.4200 and Minnesota Statutes Chapter 326.
b. Construction Schedulin�
At least ten (10} business days prior to USER'S construction mobilization, USER sha11
conduct a meeting attended by a representative of CITY and all parties involved in the installation.
c. Construction Inspection
All construction activity sha11 be subject to inspectian and approval by CTTY. Inspectian
may be performed at any time during the course af the construction activity reasonably determined
by CITY, at USER' S expense. Construction work performed without approval of CITY will not
be accepted and shall be removed o� uninstalled at USER' S sole expense. USER sha11 be so�e�y
respansible for all costs associated with said inspection and approval of Wark by CITY.
d. Exposed Equipment
All Equipment affixed to a wireless support structure on the Premises which has exterior
exposure shall be as close to the color of the structure as is commercially availab�e ta the USER.
For exposed cables, wires or appurtenances, CITY reserves the right to require USER ta provide
cables, wires or appurtenances in manufactured colors which a�e commerciaZZy available, in lieu
of painting.
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Any damage to the ROV�, the Premises, or CITY' s wireless support structures or
equipment thereon caused by USER in any manner sha11 be repaired or replaced at USER'S
expense and to CITY' S satisfaction.
f. As-Built Drawin�;s
Within thirty (30) days after USER activates the Equipment, USER shall provide CITY
with an As-Built drawing in electronic file farmat compatible with CITY' S recc�rd file system
cansisting af As-Built drawings of the Equipment installed at the Premises, which shall show the
actual location of a11 Equipment. Said drawings shall be accompanied by a complete and detailed
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site survey of the Property and an inventory of all Equipment.
g. Permits
USER may alsa be required to abtain from CITY, or the appropriate gaverning agency as
applicable, any and all permits required for a complete installatian. Said permits shall include, but
not be limited to: Right of Way permit for obstruction ar excavation af the ROW, Meter Hooding,
Storm Water, etc. Applicable fees for any permits shall be borne by USER and USER shall be
bound by the requirements of said permits.
h. New Wireless Support Structures
If CITY permits USER to install a new wireless support structure in the ROW to replace
an existing CITY structure, such wireless support structure shall not exceed fi�ty (50) feet above
ground level, subject to local zoning regulations, provided that any such structure may be subject
to a more restrictive height restriction, and shall be separated from other wireless support
structures, as indicated in the individual applicable Supplement. If CITY permits USER to install
a new wireless support structure that replaces an existing wireless support structure that is higher
than fifty (SQ) feet above graund level, the CITY may a11ow the replacement strueture ta be plaeed
at the height of the existing structure.
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CITY reserves the right to take any action it deems necessary, in its sale discretion, to
repair, maintain, alter, or improve the ROW.
b. Structure Recanditioning and Repair
{1) Fram time to time, if CITY paints, reconditions, or otherwise improves or repairs the
wireless support structures or associated improvements ("Reconditioning Work"), CITY
shall reasonably cooperate with USER to carry out Reconditioning Work in a manner that
minimizes interference with USER' S Approved Use.
(2) Except in cases of emergency, prior to commencing Reconditianing Work, CITY shall
provide USER with not less than thirty (30) days prior written natice thereof. Upon
receiving such notice, it shall be the sole responsibility of USER to provide adequate
measures to cover or otherwise protect the Equipment from the consequences of such
activities, including but not limited to paint and debris faliout. CITY reserves the right to
require USER to remove al� Equipment during Reconditioning Wark.
(3} During CITY'S Reconditianing Work, and after approval by CITY in its sole discretion,
USER may maintain a mobile site an the Premises or on any land owned ar controlled by
CITY in the immediate area af the Premises determined suitable by CITY. If the Premises
will not accommodate mobile equipment, it shall be USER'S responsibility to locate
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auxiliary sites.
(4) USER may request a modification of CITY'S procedures for carrying out Reconditioning
Work in order to reduce the interference with USER° S Approved Use. If CITY agrees to
the modification, USER shall be responsible far all incremental cast related to the
modification,
c. Premises
tTSER sha11, at its own cost and expense, maintain the Equipment in good and safe
condition, and in compliance with applicable fire, health, building, and other Zife safety cades.
USER sha11 obtain from CITY any and all permits required for the purposes of maintaining the
Equipment. App�icable fees for any permits sha1� be borne by USER and USER shall be bound by
the requirements of said permits.
d. Notice of Completian of Maintenance and Repair
CITY shall provide notice to USER when the Reconditianing Wark has been completed,
after which USER may, at its awn cost, remove any measures installed to cover of protect the
Equipment. Within ten (10) days af said notice, USER shall remove any mobile site placed on the
Prernises or any other land owned by CITY ar any auxiliary site within Hopkins.
VI. COIYDITION OF PREMISES.
Where the Premises includes one or more wireless support structures, CITY will keep and
maintain the wire�ess support structures in good repair as required for its Primary Use and in the
ordinary course of business as its budget permits. CITY makes no guarantee as to the condition af
any Premises with regard to USER' S intended use. If the Supplement for the Premises identifies
USER as the owner of the wireless suppart structure, then USER shall keep and maintain the
facility in a goad state of repair.
l�i-�1 Y�I :iU E�.��1►�I IT•_� 1A
This Agreement shall be for a term of ten (10) years commencing upon the execution hereof
by both Parties. Each Supplement shall be effective as of the date of execution by both Parties (the
"Effective Date") and shall be co-terminus with this Agreement. The initial term of each
Supplement shall commence based upan the date USER commences installation of the equipment
an the Premises. In the event the date USER cammences installation of the equipment on the
Premises falls between the 1 st and 15th of the month, the initial term of the Supplement shall
cams�lence on the 1 st of that month and if the date installation commences falls between the 16th
and 31 st of the month, then the initial term shall commence an the 1 st day of the following manth
(either the "Commencement Date°}. On the Commencement Date of each Supplement, rental
payments shall cammence and be due at a tatal annual rental as set forth in each Supplement, to
be paid to CITY as set forth below. CITY and USER acknowledge and agree that the initial rental
payment for each Supplement may not actually be sent by USER until forty-five (45) days after
the Commencement Date.
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To reimburse CIT� for its costs related to the management of the Premises, USER shall
pay to CITY a Base Rent ("Base Rent"} equal to Qne Hundred Fifty and No/Dollars ($150.OQ} per
year for rent of each Premises (i.e., wireless support structure) upon which USER has installed the
Equipment. USER shall furnish and install an electrical meter at the Property far the measurement
of electrical power used by USER'S installation and shall pay the electric service provider directly
far the cost of electricity used by USER.
On all Supplements with a Commencement Date ather than January 1, the first year's Base
Rent sha11 be prorated to the end of the year in which the Commencement Date occurs. Similarly,
for a11 Supplements that expire ar otherwise terminate on a date other than December 31, the Base
Rent sha11 be prorated from the beginning of the year to the end of the month in which the
Supplement expires or otherwise terminates. Subsequent to the initial payment of pro-rated rents
in the year of the Commencement Date, the Base Rent due hereunder for all subsequent years shall
be paid priar to January first (1 st) of each succeeding year.
In additian, the parties acknawledge and agree that USER shall pay to CITY a one-time,
lump-sum administrative/application fee of Twa Thousand Five Hundred Dollars ($2,500.00} for
this Agreement upan execution of this Agreement by bath parties. The administrativelapplication
fee sha11 reimburse CITY for its reasonable staff and 1ega1 costs incurred in drafting, reviewing,
and pracessing this Agreement and any Supplements.
The parties further acknowledge and agree that, pursuant to Minn. Stat. § 237.1b3, subd.
6(g} and CITY permit authority, USER shall pay ta CITY Twenty Five Dollars ($25.04) per year
for maintenance associated with the space the equipment occupies on the wireless suppart structure
and a reasonable permit fee in an amount to be determined by CITY to cover costs incurred by
CITY as a result of USER'S actions or inactions related to this Agreement.
Upon agreement of the Parties, USER may pay Base Rent by electronic funds transfer and
in such event, CITY agrees ta provide to USER bank rauting information for such purpose upan
request of USER.
VIII. EXTENSIQNS.
This Agreement may be extended three {3) additional five {5} year terms by mutual
agreement between CITY and USER. Any such extension shall be memorialized in writing. Absent
an extensian in writing this Agreement sha11 terminate at the end of the then current term. Each
Supplement shall terminate automatically upon the expiratian or termination af this Agreement.
The initial term and all extensiflns under this Agreement or a Supplemeni shall be collectively
referred to herein as the "Term."
IX. USE; GOVERNMENTAL APPROVALS.
USER shall use the Premises only for the Approved Use. It is understood and agreed that
USER' S permission to use the Prernises is contingent upon its obtaining and maintaining all af the
certificates, pertnits and flther approvals (callectively the "Governmental Approvals") that may be
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required by any Federal, State or other governmental authorities, including but not limited to the
CITY, as well as a satisfactory struetural analysis, and a radio frequency analysis as stated in
"ENVIRONMENTAL" below. CITY shall cooperate with USER in its effort to obtain such
approvals. In the event that {i} any application for such Governmental Approvals should be finally
rejected; (ii} any Governmental Approval issued to USER is canceled, expires, lapses, ar is
otherwise withdrawn ar terminated; or (iii) USER determines that such Governmental Approvals
may not be obtained in a timely manner, USER sha11 have the right to terminate the applicable
Supplement. Notice of USER'S exercise of its right ta terminate sha11 be given to CIT� in
accordance with the natice provisions set forth herein and shall be effective upon the later of: (a)
the receipt af such notice as set forth in NOTICE below; (b} upon such later date as designated
by USER; or (c) upon USER'S removal of the Equipment as required herein. All rents and costs
paid to said termination date shall be retained by CITY. Upon such termination, the applicable
Supp�ement sha1� be of no further farce or effect except to the extent of the representatians,
warranties and indemnities made by each Party to the ather thereunder. Otherwise, the USER sha11
have no further abligations for the payment of rent to CITY for the terminated Supplement.
If any federal, state, or local laws or regulations (including, but not limited to, those issued
by the Federal Communications Commission or its successor agency) and any binding judicial
interpretations thereof that govern any aspect of the rights or obligations of the parties under this
Agreement shall change after the date of this Agreement and such change makes any aspect of
such rights or obligations incansistent with the then-effective laws, then the parties agree to
promptly amend the Agreement as reasonably required to accommodate andlor ensure compliance
with any such legal or regulatory change.
X. INDEMNIFICATIQN.
USER shall, to the extent permitted by law, indemnify, defend and hold CITIJ harmless
against any claim of liability or loss from personal injury or property damage to the extent cause
by the use of the ROW and/or the Premises by USER, its emplayees, cantractors or agents, except
to the extent such claims or damages may be due to or caused by the negligence ar wi11fu1
misconduet af CITY, ar its emplayees, contractors or agents.
XI. INSURANCE.
a. Natwithstanding any provision of this Agreement to the contrary, CITY and USER each
hereby release and waive all rights of claims against the ather, its officers, directors, emp�oyees
and agents from any and all loss, damages or liability covered under any policy af insurance
required to be maintained by this Agreement, including deductibles ar retentians, notwithstanding
that such loss, damages or liability may have arisen from the negligence, tortious act or omission
of the other party, or anyane for whom such party may be responsible. Each Party shall provide to
the other upon execution hereof a Certificate af Insurance containing evidence that the insure has
waived its rights of subrogation as tc� the other Party.
b. USER agrees that at its awn cost and expense, it will maintain commercial general liability
insurance with limits of $2,000,000 per accurrence for bodily injury {including death) and
$2,000,000 general aggregate. USER wil� provide Certificates of Insurance evidencing the
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coverage required and inc�uding CITY as an additional insured as its interest may appear under
this Agreement. The insurance policies sha11 be issued by a company {rated A:VII or better by Best
Insurance Guide} licensed, authorized or permitted to do business in the State of Minnesota. The
policies shall specify that the coverage wi11 be the primary and noncantributory. The policies shall
include contractual liability caverage.
c. USER shall maintain worker's compensatian insurance in compliance with the statutory
requirements of the state in which the Premises is located and Employer's Liability with a limit af
$1,OOO,Q00 each accident/diseaselpolicy limit.
d. USER sha11 maintain Comprehensive
$1,000,40Q combined single limit each accident,
and non-owed vehicles.
XII. LIMITATION OF LIABILITY.
Automobile Liability with a limit of
which shall include caverage far all owned, hired
CITY sha11 not be liable to the USER, ar any of its respective agents, representatives,
employees for any lost revenue, lost profits, loss of technology, rights or services, incidental,
punitive, indirect, special or cansequential damages,loss af data, or interruption or loss of use of
service, even if advised af the passibility af such damages, whether under theory of cantract, tort
(including negligence}, strict liability or otherwise. Neither City nar USER is liable ta the ather
under, or in connectian with, this Agreement for any consequential damages, and �oth parties
hereto waive, ta the full extent permitted by law, any claim for eansequential damages.
XIII. ANNUAL TEP:MINATION.
Notwithstanding anything to the contrary contained herein, pravided USER is not in default
hereunder beyond applicable notice and cure periods, USER sha11 have the right to terminate each
Supplement upon the annual anniversary af the Commencement Date provided that three {3}
months priQr notice is given to CITY. Upc�n such termination, the applicable Supplement sha11 be
of no further force or effect except the representatians, warranties and indemnities made by each
Party to the other thereunder sha11 survive and be enforceable after terminatian. Upon removal of
a11 Equipment and fu11 restoration of the ROW, the USER shall have no further obligations for the
payment of rent to CITY for the terminated Supplement.
XIV. INTERFERENCE.
USER agrees to install the Equipment of the type and frequency which will not cause
interference whieh is measurable in accordanee with then existing industry standards ta any
equipment of CITY or to other licensees of the Property which existed prior to the date this
Agreement is executed by the Parties. In the event any of the Equipment causes such interference,
and after CITY has notified USER in writing af such interference, USER wi11 talce a11 steps
necessary to correct and eliminate the interference, including but not limited to, at CITY' S option,
powering down such Equipment and later powering up such Equipment for intermittent testing.
11
USER shall, upon expiration of the Term, or within ninety (94} days after any earlier
termination of a Supplement, remove its Equipment, conduits, fixtures and a11 personal property
and restore the Premises ta its original condition, reasonable wear and tear excepted. CITY agrees
and acknawledges that all of the Equipment, conduits, fixtures and personal property of IJSER
shall remain the personal property of USER and USER sha�1 have the right to remave the same at
any time during the Term. A�� wireless support structures, conduit and pole boxes are and shall
remain property of CITY. If at such time for removal USER fails to remove its eguipment, USER
sha11 pay rent at twice the then existing monthly rate or the existing month�y pra-rata basis if based
upon a longer payment term, until such time as the remaval of the Equipment, fixtures and all
personal property are campleted.
Contemporaneausly with the delivery to CITY of this Agreement executed by USER,
USER solely at its cost and expense, will procure and deliver to CITY a cash depasit to be placed
in a segregated CITY account, or an irrevocable letter of credit ("Letter") in favor of CITIT in the
principal amount of Five Thousand and 001100 Dollars ($S,Q04.00) to secure USER'S ob�igation
herein to remove the Equipment. In the event USER fails ta remove the Equipment and restore tl�e
ROW, reasonable wear and tear and casualty damage excepted, CITY may do so. USER sha11
reimburse CITY for all costs and fees incurred by CIT� in removing the Equipment and restoring
the ROW to the extent such costs exceed �5,004.00. CITY may use the cash or draw upon the
Letter in an amount that wi1� reimburse CIT� far its costs. Any amount remaining will be refunded
ta USER. If the Letter is insufficient to cover CITY' S costs USER shall promptly pay to CITY the
deficiency.
� . �. , � � , ... i 1 1 . .
CITY mal�es no representation ar warranty regarding the eonditian of its title to the ROW
or its right ta grant to USER use or accupation of the Premises under this Agreement. The approval
granted herein is "as is." USER is entering inta this Agreement and USER' S use of the Premises
is subject to USER'S own investigation and acceptance. USER'S rights granted pursuant to this
Agreemellt are subject and subordinate to all limitations, restrictians, and encumbrances relating
to CITY' S interest in the R4ViT and Premises that may affect ar limit CITI�' S right to grant those
rights to ITSER.
XVII. ASSIGNMENT.
This Agreement and each Supplement under it may be sald, assigned ar transfer�red by
USER without any approval or consent of CITY to the USER' S principal, affiliates, subsidiaries
of its principa� or to any entity which acquires all or substantially a�1 of USER' S assets in the
market defined by the FCC in which the Praperty is lacated by reason of a merger, acquisition or
other business rearganization. As ta other parties, this Agreement and each Supplement may nat
be sold, assigned or transferred without written consent of CITY, given in its so�e discretion. USER
shall provide written notice of all sales, assignments or transfers within 60 days thereof. No change
af stock ownership, partnership interest, or, control of USER shall constitute an assignment
hereunder, In the event of any sale, assignment or transfer, USER shall not be relieved of any of
its obligations under this Agreement or any of the Supplements whose term has not expired or
12
otherwise terminated at the time of such sale, assignment ar transfer. The parties agree and
acknowledge that, notwithstanding anything in this Agreement to the contrary, certain Equipment
deployed by User pursuant to this Agreement may be owned andlor operated by USER'S third-
party wireless carrier customers ("Carriers") and instal�ed and maintained by USER pursuant to
license agreements between USER and such Carriers. Such Equipment shall be treated as USER'S
Equipment for all purposes under this Agreement.
XVIII. NOTICES.
All notices hereunder must be in writing and shall be deemed validly given if sent by
certified mai1, return receipt requested or by commercial caurier, pravided the courier's regular
business is delivery service and provided further that it guarantees delivery to the addressee by the
end af the next business day following the courier's receipt from the sender, addressed as follaws
(or any other address that the Party to be notified may have designated to the sender by like notice):
CIT�:
USER: Mobilitie, LLC
Attn: Legal Department
6b0 Newport Center Drive
Suite 2Q0
Newport Beach, CA 92660
CentralAssetMgmt@mobilitie.com
Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant
to the foregoing.
CITY agrees to execute a Memarandum of each Supplement which USER may record with
the appropriate recording officer. The date set farth in the Memorandum is for recording purpo�es
only and bears no reference to commencement of either the Term or rent payments.
XX. DEFAULT.
In the event there is a breach by a Party with respect to any of the provisions of this
Agreement or a Supplement or its obligatians thereunder, the non-breaching Party shall give the
breaehing Party written notice of such breach. After receipt of such written natice, the breaching
Party sha11 have thirty (30) days in which to cor�llnence to cure any breaeh, provided the breaehing
Party shall have such extended period as may be required beyand the thirty {30) days if the
breaching Party cammences the cure within the thirty (30) day period and thereafter continuously
and diligently pursues the cure to completion. A Party's failure to cure a breach within the time
periad set forth herein shall constitute a"Default".
13
rf��� ��A� �\�, ��'J � ��
In the event of a Default by either Party, without limiting the non-defaulting Party in the
exercise of any right or remedy which the non-defaulting Party may have by reason of such
Default, the nan-defaulting Party may terminate this Agreement and/or the applicable Supplement
andtor may pursue any remedy naw or hereafter available to the nan-defaulting Party under the
law of the Staie of Minnesota. Further, upon a Default, CITY may at its option (but without
obligation ta da so), perform USER'S duty or abligatian on USER'S behalf, including but not
limited ta the obtaining of reasonably required insurance policies. The costs and expenses of any
such performance by CITY shall be due and payable by USER upon invaice therefor.
��II. ENVIRONMENTAL.
a. Upan Request of CITY, USER must obtain at USER'S cost a radia frequency interference
study carried out by an independent professional radia frequency engineer ("RF Engineer"}
showing that USER'S use will nat interfere with any existing, licensed communications facilities,
or CITY' s licensed and unlicensed cammunicatians facilities. The RF Engineer shall provide said
evaluation to CITY and USER no later than thirty {30) days after frequencies are provided by
CITY. USER shall not transmit or receive radio waves at the Property until such evaluation has
been satisfactorily completed.
b. USER sha11 hire a qualified, licensed RF Engineer to conduct a radiation survey of the
Property following USER' S initial RF transmissions on the Premises. USER shall be responsible
for a11 costs af such survey. USER shall provide a copy af the survey ta CITY upon its completion.
c. USER sha11 implement all measures at the transmission site required by FCC regulations,
including but not limited to posting signs and markings. CITY sha11 coaperate with and permit
USER to implement all reasonable measures in order for USER to fu1fi11 its FCC obligations. CITY
agrees that in the event any future party causes the entire site to exceed FCC Radio Frequency
radiation Zimits, as measured on the Premises, CITY shall hold such future party liable far all such
later-arising non-compliance.
X�III. CASUALTY.
In the event af damage by fire or other casualty to the wireless suppart structure or Premises
that cannot reasonably be expected to he repaired within forty-five (45) days following same or
which CITY elects not to repair, or if the wireless support structure or Property is damaged by fire
or other casualty so that such damage may reasonably be expected to disrupt USER' S operatians
at the Premises for more than forty-five (45} days, then USER may, at any time following such
fire or other casualty, provided CITY has not completed the restoration required to permit USER
to resume its operation at the Premises, terminate the Supplement upon fifteen (15) days prior
written notice to CITY. Any such natice of termination shall cause the Supplement to expire with
the same force and effect as thaugh the date set forth in such natice Were the date originally set as
the expiration date of the Supplement. The Base Rent shall abate during the period of repair
following such fire or other casualty in proportion to the degree to which USER' S use of the
14
Premises is irnpaired.
XXIV. APPLICABLE LAWS.
USER shall, at USER'S sole cost and expense, comply with (a) all Laws to the extent that
they relate to USER'S use of the Premises; and (b} all building codes requiring modificatians ta
the Premises due to the improvements being made by USER in the Premises. It shall be CITY' S
obligation to comply with all Laws relating to the Premises in genera�.
. : ►1 _ ! 9I _ __ ,�►� �il/l.`�
This Agreement and the Supplements that may be executed fram time to time hereunder
contain all agreements, promises and understandings between the CITY and the USER regarding
this transaction, and no oral agreement, promises or understandings shall be binding upon either
the CIT� or the USER in any dispute, controversy or proceeding. This Agreement may not be
amended or varied except in a writing signed by all Parties. This Agreement sha11 extend to and
bind the heirs, personal representatives, successors and assigns hereto. The failure of either party
to insist upon strict performance of any of the terms or conditions of this Agreement or ta exercise
any of its rights hereunder shall not waive such rights and such party shall have the right to enforce
such rights at any time. The performance of this Agreement via each Supplement sha11 be governed
interpreted, construed and regulated by the laws of the state in which the Premises is located
without reference to its chaice of Zaw rules.
�XVI. CONDEMNATION.
If the whole c�r any part of the Property shall be taken by any public authority under the
power of eminent damain, or is sold to any entity having the power af eminent domain under threat
of condemnation, then the term of this Agreement ar the applicable Supplements shall cease as af
the date of the granting of the petition or the date of taking or closing whichever is applicable. All
rentals and costs paid to said termination date sha11 be retained by CITI', but any obligation to pay
future rentals and costs sha11 cease. Any award, compensation, or damages, sha11 be paid to and be
the sole property af CITY, but nothing herein sha11 preclude USER from claiming against the
condemning autharity with respect to moving expenses and loss of persona� property, and
receiving an award therefor.
XXVII. DATA PRACTICES.
This Agreement and the Supplements are subject to the Minnesata Government Data
Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act}. All government data, as defined
in the Data Practices Act Section 13.02, Subd 7, which is created, collected, received, stored, used,
maintained, ar disseminated by USER in perfarming any of the functians of the CITY during
perfarmance of this Agreement or a Supplement is subject ta the requirements of the Data Practice
Act and USER shall comply with those requirements as if it were a government entity.
[Remainder of Page Intentionally Blank- Signatur�es r�n Following PageJ
15
IN VVITNESS WHEREOF, the Parties hereta have set their hands and affixed their
respective seals the day and year first above written.
CITY
CITY OF HOPKINS,
a Minnesota municipal eorporation
By:
Name:
Title:
�
Moslr.zT1E, LLC,
a Nevada limited liability company
By:
Name:
Title:
16
EXI�IBIT "A"
SUPPLEMENT TO STANDARD SMALL �IRELESS FACILITY COLLQCATION
AGREEMENT
1. This Supplement to Standard Sma11 Wireless Facility Co��ocatian Agreement
("Supplement"}, is made this day af , 20 between the City of I�opkins,
a Minnesota munieipal corporation, with its principal offices located at 1010 1 st Street South
Hopkins, MN 55343 {"CITY"}, and Mobilitie, LLC, with its prineipal affices located at b64
Newport Center Drive, Suite 200, Newport Beach, CA 92660 ("USER").
2. Standard Small Wireless Faeility Collocation Agreement. This Supplement is a
Supplement as referenced in that certain Standard Sma11 Wireless Faeility Collocation Agreement
between CITY and USER, dated ,(the "Agreement"). A11 of ihe terms and
conditions of the Agreement are incorporated herein by reference and made a part hereof withaut
the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification
or incansistency between the terms of the Agreement and this Supplement, the terms of this
Supplement shall gavern. Terms used in this Supplement shall have the same meaning described
for them in the Agreement unless atherwise indicated herein.
3. Premises. The Property owned by CITY is lacated at ;
the Premises approved by the CITY for USER' S use hereunder is described on Exhibit "1 " attached
hereto and made a part hereof.
4. Term. The Commencement Date and the Term of this Supp�ement sha11 be as set forth in
the Agreement.
5. Consideration. Annual Base Rent far this Supplement sha11 be , payable
as set forth in the Agreement.
6. Ownership and Maintenance.
The following sha11 be owned and maintained by CITY:
The following shall be owned and maintained by USER:
'7. Site Specific Terms. (Include any site-specific terms)
[Remainder o, f Page Intentionally Blank - Signatu�es on FollQwing Page�
A-1
IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their
respective seals the day and year first above written.
CITY
CITY OF HOPKINS,
a Minnesota munieipal corporation
By:
Name:
Title:
�
MoBa.zTZE, LLC,
a Nevada limited liability company
By:
Name:
Title:
A-2
EXHIBIT 1
Premises {Include Map, �ireless Support Structure Diagram, Site Plan and Table Listing All
Wireless Support Structure Locations)
A-1-1
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