Agreement for Use of Public Property
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136257 characters
PHO Shawnee Site
,:
CHANDLER
'41\..,/ar1zona
Community of Innovation
WIRELESS AGREEMENT
BETWEEN CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS AND THE CITY OF
CHANDLER
FOR THE PHO SHAWNEE SITE
City of Chandler Document No. ____ _
City Council Meeting Date: _____ _
THIS WIRELESS AGREEMENT ("Agreement") is entered into this __ day of _______ , 2022 (the
"Effective Date"), by and between the City of Chandler, Arizona, an Arizona municipal corporation ("City"), and
Cellco Partnership, a Delaware general partnership, d/b/a Verizon Wireless ("Company"). City and Company may
be referred to individually as "Party" and collectively as "Parties".
RECITALS
A
Company provides wireless communication services through the use of Wireless Facilities (hereinafter
defined); and
B.
City is authorized to grant use agreements operate and maintain Wireless Facilities within the City
boundaries under the Charter and Chandler City Code, and by virtue of federal and state statutes, by the City's
police powers, by its authority over its public rights-of-way and highways as defined in Chapter 46 of the Chandler
City Code, and by other City powers and authority; and
C.
Company has applied to the City for permission to operate and maintain the Wireless Facilities within the
City of Chandler and located within City-owned real property as described on the attached Exhibit "A" at a site
known as the "PHO Shawnee site" (the "Site") as depicted in Exhibit "B"; and
D.
Company has agreed to provide information required by and comply with the terms and conditions set
forth in this Agreement and other requirements as City may establish from time to time.
AGREEMENT
NOW, THEREFORE, City hereby grants to Company this Wireless Agreement to operate and maintain Wireless
Facilities at the Site within City-owned real property under the following terms and conditions.
SECTION 1. DEFINITIONS
For the purposes of this Agreement, the following words, terms, phrases, and their derivations are given the
meaning stated in this Agreement. When not inconsistent with the context, words used in the present tense
include the future tense, words in the plural number include the singular number, and words in the singular
number include the plural number. The word "shall" is always mandatory and not merely directory.
"ACC" means the Arizona Corporation Commission.
"Agreement" means this non-exclusive revocable authorization granted by the City to Company to operate and
maintain Wireless Facilities on the Site.
"Agreement Activities" is ascribed the meaning in section 2.1.5.
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"Antenna" means communications equipment that transmits or receives electromagnetic radio frequency signals and
that is used 1n providing wireless services.
"A.RS " means Arizona Revised Statutes, as amended.
"Base Use Fee" means the amount Company must pay City each month of this Agreement for use of City Right-of-way.
"C C.C" means Chandler City Code, as amended
"CF R" means Code of Federal Regulations, as amended.
"City" means the City of Chandler, an Arizona municipal corporation
"City Council" means the Council of the City of Chandler
"City Manager" means the Chandler City Manager or the City Manager's designee
"Collocate", "collocating", or "collocation" refer to the use of Company's Facil1t1es by another company
"Communications Equipment" means any and all electronic equipment at the Wireless Facility location that processes
and transports information from the antennas to the Company's network
"Company" means Calleo Partnership, a Delaware general partnership, d/b/a Verizon Wireless and related
aff1l1ates, subs1d1aries, persons, or ent1t1es to which this Agreement 1s granted.
"Company's Improvements" means all improvements installed by the Company, including, but not limited to: all
elements of the Wireless Facility, all screening elements, any landscaping plants or materials, and any other elements
provided by the Company in the approved Agreement
"Compeling Users" means entities that own the water pipes, cables and wires, pavement, and other fac11it1es that may
be located within the Right-of-way Competing Users include without limitation, the City, the State of Arizona and its
political subdiv1s1ons, the public, and all manner of utility companies and other existing or future users of the Use Area
"Crilical Infrastructure Information" has the same meaning prescribed ,n AR S § 41-1801, as amended
"Day" means a calendar day, except a Saturday, Sunday, or a holiday prescribed in A.RS § 1-301.
"Encroachment Permit" means a permit issued pursuant to Chapter 46 of the Chandler City Code that allows the
Company to perform work m the Right-of-Way and to install and operate improvements 1n the Right-of-Way
"Environmental Laws" means all federal, state, and local laws, ordinances, rules, regulations, statutes, and JUd1c1al
decisions, as amended from time to time, which 1n any way relate to or regulate human health, safety, industrial
hygiene, environmental conditions, protection of the environment, prevention or cleanup of pollution, or
contam1nat1on of the air, soil, surface water, or ground water
"Facility" or "Facilities" means Company's plant, equipment, and property, including but not limited to boxes,
poles, wires, pipe, conduits, pedestals, antenna, and other appurtenances, 1n order to provide the services
described ,n this Agreement
"FCC" means the Federal Communications Commission
"FCC OET Bulletin 65" means the FCC's Office of Engineering & Technology Bulletin 65 that includes the FCC Radio
Frequency Exposure Guidelines
"FCC Rules" means all applicable radio frequency emissions laws and regulations.
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"Fiscal Year" means a 12-month period that begins on July 1 and ends the following June 30
"Franchise" has the same meaning prescribed in the Arizona Const1tutIon, article 13, §§ 4 and 6.
"Hazardous Substances" means those substances defined as toxic or hazardous substances, pollutants, or
wastes by Environmental Law or the following substances. gasoline, kerosene, or other petroleum products, toxic
pesticides or herbIc1des, volatile solvents, materials containing asbestos or formaldehyde, or radIoactIve
materials
"In-lieu Company" means a single, third party company, using the Site or Company's Facility, or part thereof, to
provide services in lieu of such services being provided by Company.
"Ordinary Permit Use Fee" means the City's encroachment permit application, review, and other fees related to the
issuance of the permit.
"Other Facilities" means fac11it1es owned and operated by parties other than City or Company, which facilities
occupy Public Property under authority of a City encroachment permit, Agreement, or franchise
"Pre-existing Environmental Condition" means the presence, emission, disposal, discharge, or release of any
Hazardous Substance at, in, on, under or about the Wireless Facilities and Site, however caused, existing on the
Effective Date, whether the nature and extent of the contamination Is known or unknown
"Proprietary Information means any document or material clearly 1dent1fied by Company as confidential and includes,
but is not limited to, any customer lists, financial information, technical 1nformatIon, or other information plainly 1dent1fied
as confidential by Company and pertains to Company's services provided to its customers
"Public Property" means the surface of and the space above and below of real property, which Is owned,
operated, and maintained by the city Public Property does not include Right-of-Way.
"RF" means radio frequency
"RF Letter" means a letter attesting to the Company's compliance with FCC RF exposure guidelines from the
Company's senior internal engineer.
"Right-of-Way" means the area on, below or above a public roadway, highway, street, sidewalk, alley, or utility
easement Right-of-Way does not include a Federal Interstate Highway, a state highway or state route under the
jurisdiction of the Department of Transportation, a private easement, property that Is owned by a special taxing district,
or a utility easement that does not authorize the deployment sought by the Company
"Section" means any section, subsection, or provision of this Agreement
"Site" means the Use Area for the Wireless Equipment and the pole to which the antenna and other wireless
facIlIt1es are attached
"Site Documents" means the depiction of the Agreement area, schematic plans and map showing location of the
installation of the FacIlIty in the City-owned real property, including but not limited to the title report of the use area,
v1c1nity map, site plan, elevations, technical specifications and the cubic feet of the non-antenna wireless equipment
"Supplemental Parcel Agreement" means an agreement authorizing the Company to use property outside of the Public
Property or Right-of-Way
"SRP" means Salt River ProJect and its subsidiaries and affiliates
"Telecommunications" has the same meaning prescribed in AR S. § 9-1401, as amended
"Telecommunications Company" has the same meaning prescribed in AR S § 9-1401, as amended
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"Telecommunications Service" has the same meaning prescribed 1n A R.S § 9-1401, as amended
"Third Party Areas" means the portions of the Public Property subject to Third Party L1mitat1ons
"Third Party Limitations" means some or part of the Public Property that may contain limited ded1cat1ons or regulatory
use restrictions imposed by a third party
"U S,C" means United States Code, as amended.
"Use Area" means the real property used by Company where the Wireless Fac1litIes are located.
"V1olat1on Use Fee" means the types of fees that the City has available to remedy certain breaches of the Agreement
by Company
"Wireless Facility" means equipment at a fixed location that enables wireless communications between user equipment
and a communications network, including both of the following. (i) Equipment associated with wireless communications,
and (ii) Radio transceivers, antennas, coaxial or fiber-optic cables, regular and backup power supplies and comparable
equipment, regardless of technological configuration Wireless Facility includes Small Wireless Facilities, but does not
include the structure or improvements on, under or w1th1n which the equipment 1s collocated, wireline backhaul faci11t1es,
coaxial or fiber-optic that 1s between wireless support structures or utility poles or coaxial or fiber-optic cable that is
otherwise not 1mmed1ately adjacent to, or directly associated with, an antenna In addition, Wireless Facility does not
include Wi-F1 radio equipment described in Section 9-506, Subsection I or microcell equipment described In Section 9-
584, Subsection E
"Wireless Facilities Site Permit", also referred to herein as "Site Permit", means the permit authorizing the installation of
Wireless Fac11it1es at a specific site in the City's Right-of-Way
"Wireless Infrastructure Company" as defined 1n AR S. §9-591(23) means any person that 1s authorized to provide
telecommunications service in this state and that builds or installs wireless communications transmission equipment,
wireless fac1ht1es, utility poles or monopoles but that is not a wireless service company Wireless Infrastructure Company
does not include a special taxing district.
"Wireless Services" as defined In A R.S §9-591 (25) means any services that are provided to the public and that use
licensed or unlicensed spectrum, whether at a fixed location or mobile, using wireless facilities
"Wireless Services Company" as defined in A.RS. §9-591 (26) means a person that provides wireless services
Wireless Services Company does not include a special taxing district.
"Wireless Support Structure" as defined in AR S. §9-591 (27) means (i) a freestanding structure, such as a monopole,
(11) a tower, either guyed or self-supporting; (111) a sign or billboard, or (1v) any other existing or proposed structure
designed to support or capable of supporting small wireless facilities Wireless Support Structure does not include a
utility pole
"Zoning Code" means Chapter 35 of City Code.
SECTION 2. PERMISSION GRANTED
2.1
Grant.
2.1.1
Subject to the provisions of this Agreement, and to the City Code, City grants Company the
nonexclusive revocable perm1ss1on to operate and maintain its Wireless Facilities within the City Right-of-Way This
Agreement does not grant Company the right and privilege to operate and maintain its Wireless Facilities on Public
Property Subject to the terms and cond1t1ons of this Agreement and any additional applicable permits later issued for
the Site, for use of the PHO Shawnee Site as more fully set forth herein The uses of any other Public Property and
1nstallatIon or construction of any other antennae and other equipment locations at this Site are subject to approval by
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the City through additional Encroachment Permit review by City staff. If Company desires to change the components of
any of the Wireless Facilities In a manner that changes its pnmary purpose, wntten approval of such change must be
obtained by the City Manager who can refer the matter to the City Council 1f required by ordinance, provided that such
ccnsent by either may not be unreasonably withheld or delayed The installation and construction of a fiber optics or
telecommunications network, or cable Wireless Facil1t1es is not authorized by this agreement
2.1.2
Company may not install, maintain, construct, or operate Wireless FacIlIt1es in the Right-of-Way or
provide services by means of such Wireless Facilities unless a Company first obtains and maintains in good standing
at all applicable times of the following: (1) A City license for video services as provided by Title 9, Chapter 5, Article 7,
Arizona Revised Statutes, or (ii) a City license for telecommunications services as provided by Title 9, Chapter 5,
Article 1 1, Arizona Revised Statutes for facilities located in the Right-of-Way that connect the Company's Wireless
Facilities to Company's interstate network. Company must demonstrate compliance with this section when Company
submits to the City an application for a wireless agreement As of the Effective Date, Company represents and
warrants that Company complies with this condition Company must notify City as provided In this Agreement of any
changes to Company's compliance with this condition
2.1.3
SubJect to obtaining the permission of the affected property owner, this Agreement also authorizes
Company to operate and maintain its Wireless Fac1hties on structures owned by third parties located on Pubhc
Property, such as an electric utility company, provided, however, any installation on private property within or on the
City's right-of-way, easements or other Public Property must comply with Chapters 46 and 47 and any other applicable
sections of the City Code Upon request, Company must promptly furnish to the City documentation of such
permission from such other affected property owner By executing this Agreement, the City does not waive any rights
that it may have against any public utility or other property owner to requ,re prior approval from the City for such uses of
their property or facilities, or that revenues received by any public utility or other property owner from Company, by
virtue of Company's use of their property or faci\It1es, be included in the computation of franchise or Agreement fees
owed by such parties to the City.
2.1.4
Except for those Faciht1es specifically permitted on the PHO Shawnee Site, no component or part of
Company's Wireless Fac1lit1es may be installed, constructed, located on, or attached to any property within the City by
Company until Company has, for those Facilities to be located on Public Property or other Right-of-Way, obtained
encroachment permits pursuant to Chapter 46 of the City Code Additionally, Company must comply with all other
provisions of the City Code, including Chapter 35 regarding zoning and other relevant City regulations
2.1.5
The Site may be used by Company for the transm1ss1on and reception of radio communication
signals and for the construction, installation, operation, maintenance and repair of related support Facilities (such
as tower and base, antennas, microwave dishes, eqwpment shelters and/or cabinets) but only for the provision of
what Is commonly known as cellular telephone service (whether or not technically referred to as Personal
Communications Service, or some other term) by the use of "personal wireless service facilities" (as such phrase
is defined ,n §704 of the Federal Telecommunications Act of 1996, Pub L. No. 104-104, 110 Stat. 56 (1996),
partially codified at 47 USC § 332(c)(7)(C)(2), hereinafter "1996 Act Section 704") and not for any other
purpose Company must, at its expense, comply with all present and future federal, state, and local laws,
ordinances, rules, and regulations (including but not limited to laws and ordinances relating to health, safety, radio
frequency emissions, and radIat1on) in connection with the use of (and operations, maintenance, construction
and/or installations at) the Site.
2.1.6
Any privilege claimed under this Agreement and Encroachment Permit by Company In any public
street or other Public Property must be subordinate to any prior or subsequent lawful occupancy or use thereof by the
City or any other governmental entity, and must be subordinate to any prior lawful occupancy or use thereof by any
other person, and must be subordinate to any prior easements therein, provided, however, that nothing herein may
extIngwsh or otherwise interfere with property rights established independently of this Agreement
2.2
Description of the Wireless Facilities
Company's Wireless Facilities consists of improvements, personal
property and FacI1it1es necessary to operate its communications Wireless Facilities, including, without hmitat1on,
equipment that may be mounted on City owned poles or poles privately owned by other parties that may be on Public
Property, and may include equipment buI\d1ngs with perimeter screen walls In accordance with the provIsIons of
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Chapter 35 of the Chandler City Code, and related cables and utility lines (colleclively the "Wireless Fac11it1es") as
described 1n Exhibit A.
SECTION 3. SCOPE
ll
Agreement. Company agrees to comply with the provisions of Chapter 46 of the City Code
3.2
Specific Authorization. This Agreement solely authorizes Company to operate and ma1nta1n Wireless Facilities
to provide Wireless Services 1n accordance with the terms of this Agreement
3.3
Compliance with Laws.
3.3.1
Company must comply with all applicable laws, including, but not limited to, the City Code, 1n the
exercise and performance of its rights and obligations under this Agreement There is hereby reserved to the City the
power to amend any section of the City Code so as to require add11ional or greater standards of construction, operat1on,
and maintenance or otherwise pursuant to City's lawful police powers or as provided in the Agreement.
3.3.2
If ii 1s necessary for Company ta comply with any law or regulation of the FCC or the ACC to engage
in the business act1v1t1es anlicipated by this Agreement, Company must comply with such laws or regulations as a
condition precedent to exercising any rights granted by this Agreement Provided, however, no such law or regulation
of the FCC or ACC may enlarge or modify any of the rights or duties granted by this Agreement without a written
modification to this Agreement
3.3.3
Upon request Company must provide to the City copies of any commurncat1ons and reports submitted
by Company to the FCC or any other federal or state regulatory commission or agency having junsd1ction 1n respect to
any matters directly affecting enforcement of this Agreement
3.3.4
Upon request Company must provide the City with regular reports, as reasonably needed, to establish
Company's compliance with the various requirements and other provisions of this Agreement
3.4
Interference and Emergency.
3.4.1.
Company must receive approval by the City's Police and Fire Departments that Company's Wireless
Fac11it1es will not interfere with the City's public safety communicalions Wireless Fac1h11es Company agrees that all
Wireless Equipment 11 operates w1th1n the City must strictly comply with the FCC's radio frequency emission
regulations In the event City incurs radio frequency interference with respect to its satellite, City communication
Wireless Fac11it1es, television or telephone equipment that is presumably caused by Company's operations, then City
will give notice to Company via on-call assistance and 1n writing Within ten (10) days following Company's receipt of
such notice, Company must conduct eng1neenng field tests to determine if such interference is being caused by
Wireless Equipment operated by Company City may conduct engineering field tests using City's own engineer to
determine 1f such interference 1s caused by Company's Wireless Equipment City's engineer and Company's engineer
will use their best efforts to determine the cause of said interference, but if the two cannot agree on the cause thereof, a
neutral third-party engineer will be appointed by City and Company to determine the cause of the interference If 1t 1s
determined that such interference results from any of Company's Wireless Equipment, Company must within five
business days remedy such interference
3.4.2.
Company must continuously and without 1nterrupt1on, operate so that its Facilities are not deemed
abandoned pursuant to 35-2209 of City Code
3.4.3.
SubJect to the applicable prov1s1ons of the Chandler City Charter, City Code and Arizona Revised
Statutes, City may, 1n the event of a public emergency, sever, disrupt, dig-up, or otherwise remove Company's
Fac11it1es 1f the action 1s deemed reasonably necessary by the City Manager, Fire Chief, Police Chief, Public Works
Director, or Development Services Director. Nolice will be given to Company at (800) 621-2622 A public emergency
must be any condition which, in the opinion of any of the officials named, poses an immediate threat to the lives or
property of City residents, caused by any natural or man-made disaster, including, but not limited to, storms, floods, fire,
accidents, explosions, major water main breaks, or hazardous material spills
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3.5
Reservation to City. The City reserves every right and power, which Is required to be herein reserved or provided
by any ordinance or the Charter of the City, and Company, by ,ts execution of this Agreement, agrees to be bound thereby
and to comply with any action or requirements of City in its reasonable exercise of such rights or power, heretofore or
hereafter enacted or established Neither the granting of any Agreement nor any provision hereof may constitute a waiver
or bar to the exercise of any governmental right or power of the City.
SECTION 4. FEES AND CHARGES
4, 1
Application Fee
Company must pay all fees and charges ,n connection with Company's performance under
this Agreement Company agrees to pay City, a fee in the amount Ind1cated on the City fee schedule as of the date of
submittal prior lo submittal for approval of this Agreement to the City Council Company has paid City a one-time payment
for the Agreement Application Fee In the amount of $3,000 00
4.2
Encroachment Permit Fees. Company must pay any and all fees as required for processing any
Encroachment Permits independently of this Agreement as indicated on the City fee schedule as adopted by the City
Council and applicable to such permits and construction prior to the issuance of such a permit
4.3
Use Fee and Other Payments.
4.3.1
For the use of the Site, as of the Effective Date, Company must pay City the sum of $2,297 50
(calendar year 2022) per month as use fee for the PHO Shawnee Site (the "Base Fee") Initial payments of the Base
Fee must be made within 90 days of the Effective Date and subsequent payments must be made on the first (1st) day
of each month thereafter The Base Fee for any fractional month at the beginning or at the end of the Term or Renewal
Term will be prorated.
4.3.2
Beginning on the annual anniversary of the Effective Date, and on each annual anniversary thereafter,
the Base Fee will increase by 3 5%.
4.3.3
In addition to the Base Fee, Company must pay to City any transaction privilege, sales, excise, rental,
and other taxes ( except income taxes) imposed now or hereinafter imposed by any governmental authority upon
rentals and all other amounts to be paid by Company pursuant to this Agreement.
4.3.4
All fees and costs must be paid to City at the following address or to such other persons or at such
other places as City may designate ,n writing All payments must be ,n lawful money of the United States of America
City of Chandler, Development Services
Mail Stop 405, P 0. Box 4008
Chandler, AZ 85244-4008
Attention- Development Services Administrator
4.3.5
City will send invoices to Company at the following address
Cellco Partnership,
d/b/a Venzon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention Network Real Estate
Site: PHO Shawnee
SECTION 5. TERM OF AGREEMENT
§,1
Term. The term of this Agreement shall be as follows·
5.1.1
Original Term The original term of this Agreement shall be for a period of ten (10) years
commencing on the Effective Date
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5.1.2
Extension The term of this Agreement may be extended for one (1) additional ten (10) year penod
subject to consent by City and Company, which either may withhold ,n its sole and absolute d1scret1on as provided in
Exhibit F. Both City and Company will be deemed to have elected to extend unless City or Company, respeclively,
gives notice to the contrary to the other at least one hundred eighty (180) days prior to the end of the ong,nal term or
the current extension. The second term will begin ten (10) years plus one (1) day after the initial effective date All of the
terms and conditions of this Agreement must be In effect during the Term and extension of the Term.
5.2
Hold Over. In any circumstance whereby Company remains In possession or occupancy of the Site after the
expiration of this Agreement (as extended, If applicable), such holding over will not be deemed to operate as a renewal
or extension of this Agreement. Instead, the hold over may only create a use right from month to month that may be
terminated at any time by City upon thirty (30) days' notice to Company or upon sixty (60) days' notice to City. If Company
remains in possession of the Site at the termInat1on or expiration of the initial term or any extension thereof without a
written agreement with City to do so, such holding over will be construed to be a tenancy at sufferance from month to
month at one and one-half (1 1/2) times the amount of the Use Fee (defined in Section 4 3) in effect at the time of the
hold over and Company will be subject to the same terms and condItIons of this Agreement
SECTION 6. ACCEPTANCE
fil
Written Acceptance.
Company's execution of this Agreement constitutes its acceptance of the Agreement as
granted and its agreement to be bound by and to comply with this Agreement Company's signature must be
acknowledged by Company before a notary public
6.2
Validity of Agreement.
Company must acknowledge, as a condition of acceptance of this Agreement, that
Company was represented throughout the negotiations of the Agreement by its own attorneys and had opportunity to
consult with its own attorneys about its rights and obligations regarding same Company has reviewed City's authority
to execute and enforce this Agreement, and has reviewed all applicable law, both federal and state, and, after
considering same, Company acknowledges and accepts the right and authority of City to execute this Agreement, to
issue this Agreement and to enforce the terms herein Both parties agree it shall not now or at any time hereafter
contest or challenge the other party's authority under applicable federal, state and local law to enter into and enforce
this Agreement in any city, state or federal court
SECTION 7. ENCROACHMENT PERMIT - PHO SHAWNEE SITE
7.1
Site. City has jurisdictional authority over the real property where the Company Facilities and the Use Area are
located as depicted ,n attached Exh1b1t A.
7.2
Ingress. Egress and Utility Access. Under this Agreement, Company, ,ts employees, agents,
subcontractors, lenders, Inv1tees, and guests shall have pedestrian and vehicular access to the Site without notice to
City twenty-four (24) hours a day, seven (7) days a week, at no charge This Agreement grants access to perform
work where no excavation Is involved and where previously permitted structures and facilities exist If excavation is
requ,red for utilities, plans must be submitted to City Staff for approval which will not be unreasonably withheld.
Company must submit engineered plans and drawings through the standard Encroachment Permit application process
showing the exact location of Company's activItIes and the plans for installation to City Staff for approval pnor to
Installat1on
7.3
Use of Site. The Site must be used solely for the operation of wireless communication services utilizing radio
communication Facilities ("Company Facilities") Company must not use the Site for any other purpose without the
written consent of City The Site shall be used only for lawful purposes, and only in accordance with all applicable
building, fire and zoning codes, and applicable local public park ordinances and regulations
7 .4
City Cooperation.
City agrees to cooperate with Company, at Company's expense, In making application for
and obtaining all Agreements and any and all other necessary approvals that may be required for Company's intended
use of the Site However, nothing herein shall be deemed to constitute a contractual obligation of City, as a
municipality, to issue a required Agreement where the officer, agent, or employee of City responsible for the issuance
of such Agreement deems the issuance of such an Agreement to be inappropriate This Agreement Is not intended to
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supersede, modify, or waive City Code or Zoning Code requirements applicable to the construction of wireless
communication facilities except to the extent they relate to an encroachment permit for the PHO Shawnee Site.
7.5
Tests and Construction. Company may enter the Right-of-Way following the full execution of this Agreement
to enter upon the Site for the purpose of making appropriate engineering and boundary surveys, inspections, srnl test
borings, and other reasonably necessary tests for construction of Company's Facilities, except as otherwise limited by
Section 7.3 Company must indemnify and hold City harmless against liability, loss, cost, damage, or expense that
may arise out of any personal injury or property damage resulting from Company's entry upon the Site, except to the
extent caused by City's negligence or willful misconduct Company must coordinate with the Development Services
Department to avoid interfering with any City operations while conducting any such tests or construction.
7.6
Company Construction/Improvements.
7.6.1
Company must submit plans and specifications for all the Fac1l1t1es to be constructed or installed for
prior review and approval by the Development Services Department Such approval 1s separate from, but may be
obtained concurrent with, development approvals {building permits, encroachment permits, special use permits, etc )
required and issued by the Development Services Department All of Company's construction and 1nstallat1on work
must be performed at Company's sole cost and expense and 1n a good and workmanlike manner
7.6.2
The construction plans and specifications must include fully dimensioned site plans that are drawn to
scale and show, as applicable, antenna, equipment shelter, the proposed changes in the landscape, the proposed type
and height of fencing, 1f any, the proposed type of construction material for all structures, including fencing or screening,
and any other details requested by City or required to obtain development approvals
7.6.3
Company Facilities must remain Company's personal property and not fixtures, and title to the same
shall be held by Company Company shall remove all Company Facilities at its sole expense on or before the
expiration or earlier termination of this Agreement and shall repair any damage to the Site caused by such removal and
restore the Site to the condition 1t was in at the time of removal reasonable wear and tear and casualty excepted. If this
removal includes the removal of a City owned structure such as a ball field light, a replacement structure approved by
the Development Services Department will be constructed
7.6.4
Any portion of Company's Facilities, or any of Company's personal property, equipment, or
improvements on the Site that 1s not removed on or before ninety (90) days following the termination of this Agreement,
may be removed by City and all expenses of such removal and site restoration charged to Company
7.6.5
Company must make no alterations or add1t1onal improvements to or upon the Site without first
obtaining written approval of the Development Services Department
LJ..
Utilities
Company must be liable for and must pay throughout the term of this Agreement, all charges for all
utility service furnished to the Site for all Company purposes related to the operation and maintenance of Company's
Facilities.
7.8
Maintenance and Repair. Company must keep their building, fencing or screen walls, 1f any, and other
Facilities 1n good repair and in a neat and clean cond1t1on and must maintain and preserve any landscaping w1th1n and
around any fenced area in accordance with City zoning code.
7.9
Hazardous Substances. Company's act1v1t1es upon or about the Use Area are subject to the following
regarding any hazardous or toxic substances, waste or materials or any substance now or hereafter subject to
regulation under the Comprehensive Environmental Response Compensation and L1ab11ity Act, 42 U.S C §§ 9601, Έ
§gg_, the Arizona Hazardous Waste Management Act, A.RS §§ 49-901, et seq . the Resource Conservation and
Recovery Act, 42 U SC §§ 6901, et seq , the Toxic Substances Control Act, 15 U.S C §§ 2601, et seq., or any other
federal, state, county, or local law pertaining to hazardous substances, waste or toxic substances and their reporting
requirements (collectively "Toxic Substances")
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7.9.1
No Warranties. Company understands the hazards presented to persons, property, and the
environment by dealing with Toxic Substances City makes no warranties as to whether the Use Area contains actual
or presumed asbestos or other Toxic Substances
7.9.2
Discovery W1th1n twenty-four (24) hours after discovery by Company of any Toxic Substances, Company
must report such Toxic Substances to City In writing W1th1n fourteen (14) days thereafter, Company must provide City with a
written report of the nature and extent of such toxic substances found by Company
7.9.3
Disturbance of Toxic Substances Prior to undertaking any construction or other significant work,
Company must cause the Use Area to be inspected to prevent disturbance of potential asbestos or other Toxic
Substances Pnor to any work of any description that bears a material risk of disturbing potential asbestos or other
Toxic Substances, Company must cause Company's contractor or other person performing such work to give to City
notice by the method described In this Agreement to the effect that the person will inspect for Toxic Substances, will not
disturb Toxic Substances, and will indemnify, defend and hold City harmless against any disturbance in Toxic
Substances ,n the course of the Company's or other person's work Company must cause any on-site or off-site
storage, InspectIon, treatment, transportation, disposal, handling, or other work involving Toxic Substances by
Company In connection with the Use Area to be performed by persons, equipment, Facilities and other resources who
are at all times properly and lawfully trained, authorized, licensed, permitted and otherwise qualified to perform such
services. Company must promptly deliver to City copies of all reports or other Informat1on regarding Toxic Substances.
SECTION 8. LETTER OF CREDIT
lLl,
Amount; Purpose Within thirty (30) Days after the Effective Date of this Agreement, Company must
deposit with the City an irrevocable letter of credit in the amount of fifty thousand dollars ($50,000) (replenishable
as specified in Section 8 3 below) issued by a federally insured commercial lending InstitutIon The form and
substance of said letter of credit will be used to assure (a) the faithful performance by Company of all provisions
of this Agreement; (b) compliance with all orders, permits, and directions of any Department of the City having
Jurisdiction over Company's acts or defaults under this Agreement; and (c) Company's payment of any penalties,
liquidated damages, claims, hens, and taxes due to the City that arise by reason of the construction, operation, or
maintenance of the Wireless FacIl1t1es, 1ncludIng cost of removal or abandonment of any of Company's property
8.2
Drawing on Letter of Credit The letter of credit may be drawn upon by the City by presentation of a
draft at sight on the lending institution, accompanied by a written certificate signed by the City Manager certifying
that Company has been found to have failed to comply with this Agreement, stating the nature of noncompliance,
and stating the amount being drawn The rights reserved to the City with respect to the letter of credit are in
addition to all other rights of the City, whether reserved by this Agreement or authorized by law, and no action
proceeding against a letter of credit will affect any other right the City may have.
8.3
Replenishing The letter of credit shall be structured ,n such a manner so that If the City at any time
draws upon the letter of credit, upon notice to Company by the issuing lending institution, Company must
ImmedIately increase the amount of available credit by the amount necessary to replenish that portion of the
available credit exhausted by the honoring of the City's draft; provided, however the maximum amount available
to be drawn on this letter of credit for any one event may not exceed fifty thousand dollars ($50,000) The intent
of this Section Is to make available to the City at all times a letter of credit ,n the amount of fifty thousand dollars
($50,000)
SECTION 9. INSTALLATION, CONSTRUCTION & OPERATION OF THE WIRELESS FACILITIES
l!.,1
Damage to Public Property. Whenever the 1nstallat1on, removal, or relocation of any of Company's Wireless
FacihtIes Is required under this Agreement, and such installation, removal or relocation cause damage to Public
Property, Company, at its sole cost and expense, must promptly repair and return Public Property in which the Wireless
Facilities components are located to a safe and satisfactory condition ,n accordance with applicable laws, reasonably
satisfactory to the Development Services Director or desIgnee If Company does not repair the Site as Just described,
City will have the option, upon fifteen (15) days prior written notice to Company, to perform or cause to be performed
such reasonable and necessary work on behalf of Company and to charge Company for the proposed costs to be
incurred or the actual costs incurred by City at City's standard rates, plus an adm1rnstrat1ve fee of fifteen percent (15%)
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PHO Shawnee Site
Upon the receipt of a demand for payment by City, Company must, wIth1n thirty (30) days, reimburse City for such
costs For any pavement cuts by Company, Company agrees to restore the pavement and to reimburse City for all
costs arising from the reduction in the service life of any public road, in accordance with the provIsIons of Chapter 46 of
the City Code and the fees established by City pursuant thereto Company agrees to pay within thirty (30) days from
the date of issuance of an invoice from City Provided, however, in the event Company failure creates a dangerous
condition for which immediate repair or corrective action is necessary for health or safety reasons, no prior notice need
be provided to Company, but City may at City's option, immediately repair and restore the site to a safe condition and
charge Company as provided above.
l!d
Damage to Facilities of Others. Company must construct, install, locate, and relocate its Wireless Faciht1es In
such a manner that it causes no d1srupt1on of other services or damage to the other facilities. If Company damages
any City facility, Company must pay to City, the full costs of all repairs incurred by City to repair such damage, together
with an administrative fee offifteen percent (15%) If Company damages any fac1l1ty owned by an entity other than
City, Company must, at the option of the entity whose facility was damaged, either repair and restore such facIlIty to ,ts
cond1t1on before such damage or reimburse that entity the full cost incurred for repairs and restoration and also for
other damages as proved by such other entity.
SECTION 10. TERMINATION
10.1
Termination. This Agreement may be terminated without further liability on thirty (30) days prior written notice
as follows (i) by either party upon a default of any covenant or term hereof by the other party, which default Is not cured
within sixty (60) days of receipt of written notice of default, provided that the grace period for any monetary default Is
ten (10) days from receipt of written notice of default, or (11) by Company 1f it does not obtain or maintain any Agreement,
permit, or other approval necessary for the construction and operation of the Site, or (iii) by Company 11 Company
determines that the Site is not appropriate for its operations for economic or technological reason, including without
limitation, signal interference, or (1v) Company's Insolvency as described In this section.
10.2
Rights at Termination. The following provIsIons will apply at the expiration of the term of this Agreement.
10.2.1 Surviving Obligations. Expiration or termination of this Agreement does not terminate Company's
obhgations existing or arising prior to or simultaneous with, or attributable to, the termination or events leading
to or occurnng before termination
10.2.2 Delivery of Possession. Company must cease using the Site Company must without demand,
peaceably and qwetly quit and dehver up the Use Area to the City thoroughly cleaned, in good repair with the
Use Area ma1ntaIned and repaired and In as good order and condition, reasonable use and wear excepted, as
the Use Area Is now or In such better condition as the Use Area may hereafter be placed.
10,2.3 Confirmation of Termination, Upon expiration or termination of this Agreement for any reason,
Company must provide to City upon demand recordable disclaimers covenng the Use Area executed and
acknowledged by Company and by all persons claiming through this Agreement or Company any interest in or
right to use the Use Area
10.2.4 Removal of Improvements. Company must remove all Fac11it1es and restore the Use Area to its prior
condf1Ion, or to a condItIon matching City's surrounding land and improvements, as directed by City, at
Company's expense within 30 days of termination of this Agreement Without limitation, such work shall include
revegetatIon and appropriate Irngation Wireless Fac1ht1es for revegetated areas
10.2,5 Prior Improvements, This section also applies to any improvements that Company may have made
to the Site.
10.3
Company's Insolvency. Company's insolvency will be deemed an event of default "Insolvency" means
(a) the making by Company of any general assignment or general arrangement for the benefit of creditors, (b) the fihng
by or against Company of a petItIon to have Company adjudged a bankrupt or a petItIon for reorgarnzat1on or
arrangement under any law relating to bankruptcy (unless, m the case of a pet1tIon filed against Company, the same is
dismissed within sixty (60) days), or (c) the appointment of a trustee or receiver to take possession of substantially all of
Macro Cell Agreement Form March 2019
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PHO Shawnee Site
Company's assets located at the Site or of Company's interest in this Agreement, where possession Is not restored to
Company within thirty (30) days
SECTION 11. INDEMNITY AND INSURANCE
11.1
Insurance Responsibility. During the entire term ofth1s Agreement, Company must insure its property and
activItIes at and about the Site and must provide insurance and mdemrnficatIon as follows Company must procure and
maintain, and must cause its contractors to procure and maintain substantially the same coverage with substantially the
same limits as reqwred of Company, as provided In Section F below, until all their respective obligations have been
discharged, insurance against claims for injury to persons or damage to property which may arise from or in connection
with Company's obhgatIons under this Agreement and Company's activ1t1es on the Site, 1nclud1ng but not l1mIted to the
Installat1on, construction, relocation, removal, repair, operation, and maintenance of the Wireless Fac1hties and
Communications Eqwpment by Company, its agents, representatives, employees, or contractors. The insurance
requirements herein m no way limit the indemnity covenants contained in this Agreement The City In no way warrants
that the limits contained herein are sufficient to protect Company from liabilities that might arise out of this Agreement by
Company, its agents, representatives, employees or contractors, and Company is free to purchase such addIt1onal
insurance as may be determined necessary
11.2
Minimum Scope and Limits of Insurance. Company must provide coverage with limits of liab1l1ty not less
than stated below
11.2.1 Commercial General Liability- Occurrence Form. Policy must also include coverage for products
completed operations, independent contractors, personal inJury, property damage, and advertising injury.
Products - Completed Operations Aggregate
Each Occurrence
$10,000,000
$10,000,000
The policy must be endorsed to include the following additional insured language "The City of Chandler, its
agents, representatives, officers, directors, officials, employees, and volunteers shall be included as an
add1t1onal insured with respect to liability arising out of the activities performed by the Company." This
endorsement may not contain an exclusion or limitation of completed operations coverage as regards the
additional insured except with respect to the stated aggregate lIm1ts of liab1l1ty The policy may not exclude
the explos1on/collapse/underground ("xcu") hazard
11.2.2 Automobile Liability. Bodily lnJury and Property Damage for any owned, hired, and non-owned
vehicles used In the performance of work under this Agreement
Combined Single Limit (CSL)
$1,000,000
The policy must contain an "MCS-90" endorsement providing for clean-up of pollution cond1tIons arising from
transported product, if the work performed under the Agreement requires the transportation of any Hazardous
Substances by motor vehicle The policy must also be endorsed to include the following additional insured
language. "The City of Chandler its agents, representatives, officers, directors, offic1als, employees, and
volunteers shall be included as an add1t1onal insured with respect to liability arising out of the activIt1es
performed by Company, including automobiles owned, leased, hired, or borrowed by Company".
11.2.3 Worker's Compensation and Employers' Liability.
Workers' Compensation
Employers' Liability
Each Accident
Disease - Each Employee
Disease - Policy L1m1t
Polley must contain a waiver of subrogation against the City of Chandler
Macro Cell Agreement Form March 2019
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Final PHO Shawnee Site Version 1 Dated 6-30-2022
Statutory
$1,000,000
$1,000,000
$1,000,000
PHO Shawnee Site
11.2.4 Pollution Liability.
Per Occurrence
Annual Aggregate
$10,000,000
$10,000,000
The policy must be endorsed to include the following additional insured language "The City of Chandler
its agents, representatives, officers, directors, offlc1als, employees, and volunteers shall be included as an
add1t1onal insured with respect to l1ab1lity arising out of the activities performed by Company " The policy
must include coverage for cleanup of sudden or accidental pollution cond1t1ons arising from the Wireless
Fac1lIt1es and Communications Equipment, as defined 1n the Agreement; cleanup of new conditions
arising from Company's operations and use of the Site under this Agreement: and third-party claims for
on and off-site bodily inJury and property damage Company warrants that any retroactive date under the
policy shall precede the effective date of this Agreement: and that either continuous coverage will be
ma1nta1ned or an extended discovery period will be exercised for a period of two (2) years beginning at
the time work under this Agreement 1s completed.
11.2.5 Telecommunications. Media & Technology Errors & Omissions including Network Security &
Privacy Liability Insurance (Cyber).
Per Claim and Aggregate
$10,000,000
The policy must cover professional misconduct or lack of ordinary skill for those positions defined in the
Scope of Services of this Agreement In the event that the professional liab1l1ty insurance required by this
Agreement 1s written on a claims-made basis, Agreement warrants that any retroactive date under the
policy shall precede the effective date of this Agreement, and that either continuous coverage will be
maintained or an extended discovery period will be exercised for a period of two (2) years beginning at
the Effective Date of this Agreement If such insurance 1s maintained on an occurrence form basis,
Company must maintain such insurance for an additional period of one (1) year following termination or
expiration of this Agreement If such insurance is maintained on a claims-made basis, Company must
maintain such insurance for an add1t1onal period of three (3) years following termination or expiration of
this Agreement If Company contends that any of the insurance ,t maintains pursuant to other sections of
this clause sat1sf1es this requirement (or otherwise insures the risks described m this section), Company
must provide proof of same The insurance must provide coverage for the following risks: (1) Liability
arising from theft, dissemination and/ or use of confidential information (a defined term including but not
limited to bank account, credit card account, personal information such as name, address, social security
numbers, etc. information) stored or transmitted 1n electronic form, (ii) Network security liability arising
from the unauthorized access to, use of or tampering with the System including hacker attacks, inability of
an authorized third party, to gain access to your services including denial of service, unless caused by a
mechanical or electrical failure, (11i) Liability arising from the introduction of a computer virus into, or
otherwise causing damage to, a customer's or third person's computer, the System, network or similar
computer related property and the data, software, and programs thereon
11.3
Additional Insurance Requirements. The policies are to contain, or be endorsed to contain, the following
provisions· Company's insurance coverage must be primary insurance and non-contributory with respect to the
obligations that Company has undertaken under this Agreement The policies must contain a severab1hty of
interest clause and waiver of subrogation against the City, ,ts officers, officials, agents, volunteers, and
employees, for losses ansmg from work performed by the Company under this Agreement
11.4
Notice of Cancellation. Upon receipt of notice from its msurer(s), Company must provide thirty (30) days
prior written notice of cancellation to the City Such notice must be sent directly to the addresses listed below and
must be sent by first class mail
City of Chandler
Attention Development Services Department
P 0. Box 4008, Mail Stop 405
Chandler, Arizona 85244-4008
Macro Cell Agreement Form March 2019
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Final PHO Shawnee Site Version 1 Dated 6-30-2022
PHO Shawnee Site
With a copy to:
Phone: (480) 782-3000
Email: tuf@chandleraz.gov
Office of the City Attorney
Attention: Risk Management
175 South Arizona Avenue
P.O. Box 4008 Mail Stop 602
Chandler, Arizona 85244-4008
Phone: (480) 782-4640
Fax: (480) 782-4652
Email: legal.notices@chandleraz.gov
11.5
Acceptability of Insurers. Insurance is to be placed with insurers duly licensed or approved unlicensed
companies in the State of Arizona and with an "AM. Best" rating of not less than A-VII. City in no way warrants
that the above-required minimum insurer rating is sufficient to protect Company from potential insurer insolvency.
11.6
Verification of Coverage. Company must furnish City with certificates of insurance (ACORD form or
equivalent approved by City) as required by this Agreement. The certificates for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are
to be received and approved by City before work commences. Each insurance policy required by this Agreement
must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration
of the Agreement. Failure to maintain the insurance policies as required by this Agreement or to provide evidence
of renewal is a material breach of this Agreement. All certificates required by this Agreement must be sent directly
to the City of Chandler Development Services Department with a copy to Risk Management as the addresses
listed in Section 11.4. The Agreement number and description are to be noted on the certificate of insurance. At
City's request, Company must make certified copies of all insurance policies required by this Agreement available
for City's review through a representative and at Company's most proximate location.
11.7
Contractors. Company must require all contractors and subcontractors to obtain and maintain
substantially the same coverage with substantially the same limits as required of Company and must name the
City of Chandler its agents, representatives, officers, directors, officials, employees, and volunteers as an
additional insured. Notwithstanding the above, contractor's limits of liability must not be less than $1,000,000 per
occurrence, $2,000,000 aggregate.
11.8
Approval. Any modification or variation from the insurance requirements in this Agreement must have
prior approval from the Office of the City Attorney, whose decision will be final. Such action will not require a
formal contract amendment but may be made by administrative action.
11.9
Indemnity. In addition to all other indemnities and other obligations hereunder, to the fullest extent permitted
by law, throughout the term of this Agreement or any and all Permits and until all obligations and performances under
or related to this Agreement are satisfied and all matters described in this paragraph are completely resolved,
Company and all other persons using, acting, working or claiming through or for Company (if they or their
subcontractor, employee or other person or entity hired or directed by them participated in any way in causing the
claim in question) shall jointly and severally indemnify, defend and hold harmless City and all other parties required to
be named as additional insureds under this Section 11 ("Additional Insureds") for, from and against any and all claims
or harm related to Company's use of the Site or the rights granted to Company with respect to the Site or Company's
exercise of its rights under this Agreement (the "Indemnity"). Without limitation, the Indemnity shall include and apply
to any and all allegations, demands, judgments, assessments, taxes, impositions, expenses, proceedings, liabilities,
obligations, suits, actions, claims (including without limitation claims of personal injury, bodily injury, sickness, disease,
death, property damage, destruction, loss of use, financial harm, or other impairment), damages, losses, expenses,
penalties, fines or other matters (together with all reasonable attorney fees, court costs, and the cost of appellate
proceedings and all other costs and expenses of litigation or resolving the claim) that may arise in any manner out of
Company's use of the Site or other property pursuant to this Agreement or any and all Permits, or any actions, acts,
errors, mistakes or omissions relating to work or services in the performance of or related to this Agreement by
Company, including without limitation any injury or damages or cause of action claimed or caused by any employees,
contractors, subcontractors, tenants, subtenants, agents or other persons upon or using the Site or surrounding areas
Macro Cell Agreement Form March 2019
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PHO Shawnee Site
related to Company's exercise of ,ts rights under this Agreement, except to the extent caused by City or any other
Add1t1onal Insured or anyone for whose mistakes, errors, omissions or negligence City may be liable Notwithstanding
the foregoing, the Indemnity does not apply to: (1) Claims arising from the sole negligence or intentionally wrongful
acts of City, or (11) Claims that the law prohibits from being imposed upon the mdemrntor
11.1 0
Risk of Loss. Company assumes the risk of any and all loss, damage or claims related to Company's use of
the Site or other property of City, Company or third parties throughout the term of this Agreement and the term{s) of
any and all Permits. Company must be responsible for any and all damage to its property and equipment related to
this Agreement unless caused by the negligence of the City or ,ts agents or contractors
11.11
Insurance to be Provided by Others. Company must cause its contractors or other persons occupying,
working on or about, or using the Site pursuant to this Agreement to be covered by their own or Company's insurance
as required by this Agreement The required policy limits for commercial general liability insurance provided by such
persons must be $1,000,000 for each occurrence, $1,000,000 for products and completed operations annual
aggregate, and $2,000,000 general aggregate l1mIt per policy year. This paragraph does not apply to persons who do
not actually perform physical labor at the Site (such as Company's consulting design engineers)
SECTION 12. ASSIGNABILITY AND TRANSFERABILITY
12.1
Assignability. This Agreements and all permits are not assignable by Company (and any assignment shall
be void and vest no rights in the purported assignee) unless the assignment is made in sine! compliance with the
following
12.2
Assignments Affected. Every assignment of any of Company's interest in the Right-of-way, any Agreement,
any Permit, or any of Company's rights or interests hereunder Is prohIb1ted unless Company first receives from City
notice of City's consent to the assignment, City's consent to such assignment not to be unreasonably withheld,
cond1t1oned, or delayed All references In this Agreement to assignments by Company or to assignees shall be deemed
also to apply to all of the following transactions, circumstances and conditions and to all persons claiming pursuant to
such transactions, circumstances and conditions (1) Any voluntary or involuntary assignment, conveyance or transfer of
Company's right to use the Right-of-way under this Agreement or any interest or nghts of City under this Agreement, in
whole or in part, (ii) Any voluntary or involuntary pledge, lien, mortgage, security interest, judgment, claim or demand,
whether ansIng from any contract, any agreement, any work of construction, repair, restoration, maintenance or
removal, or otherwise affecting Company's rights to use the Right-of-way (collectively "Liens"), (iii) Any assignment by
Company of any interest In any Agreement or Permit for the benefit of creditors, voluntary or involuntary; (1v) A
Company Insolvency, (v) The occurrence of any of the foregoing by operation of law or otherwise, (v1) The occurrence
of any of the foregoing with respect to any assignee or other successor to Company
12.3
Pre-approved Assignments. Subject to certain conditions hereafter stated, City hereby consents to certain
assignments (the "Pre-approved Assignments") Only the following assignments are Pre-approved Assignments:
12.3.1 Complete Assignment of Agreement and Permits. Company's complete assignment of all of
Company's rights and Interests in the Right-of-way and approved Agreements, and issued Permits to a single
assignee who meets all of the following requirements, as determined by City In City's reasonable discretion (a
"Qualified Operator"). (1) The assignee has experience, management, credit standing and financial capacity and other
resources equal to or greater than Company's and adequate to successfully perform the obligations set forth herein; (11)
The assignee Is experienced In the management and operation of similar projects, (i11) The assignee assumes all of
Company's obligations herein, (1v) The assignee has a net worth of not less than Fifty Million and No/100 Dollars
($50,000,000 00).
12.3.2 Stock Transfers The transfer of publicly traded stock, regardless of quantity
12.3.3 Merger The merger or consolidation of Company with another entity that Is a Qualified Operator.
12.3.4 Common Ownership Transfer Company's complete assignment of all of Company's rights and
interests In the Right-of-way and approved Agreements to a single assignee who Is and remains a majority owned
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PHO Shawnee Site
subsidiary of Company's owner as of the date of the Agreement (or a majority owned subsidiary of a majority owned
subsidiary of Company's owner as of the date of the Agreement), or a maJonty owned subsidiary of Company
ru
Limitations on Assignments City's consent to any assignment, including without limitation, Pre-approved
Assignments, is not effective until the following conditions are satisfied (i) Except for the sale of stock, Company must
provide to City a summary of the transaction assigning ,ts interests; and (11) Each assignee must execute an
assumption of any and all Agreements and Permits to be assigned In the form attached as Exhibit E, and (m) Each
Pre-approved Assignment must satisfy all other requirements of this Agreement pertaining to assignments
12.5
Assignment Remedies Any assignment without City's consent shall be VOid and shall not result In the
assignee obtaining any nghts or interests. City may, In ,ts sole discretion and in addition to all other remedies available
to City under this Agreement or otherwise, and In any combination, terminate any and all Agreements and Permits,
collect Base Fee from the assignee and/or declare the assignment to be void, all without pre1udIc1ng any other right or
remedy of City this Agreement. No cure or grace periods may apply to assignments proh1b1ted under this Agreement or
to enforcement of any provision under this Agreement against an assignee who did not receive City's consent
12.6
Effect of Assignment Prior to any assignment, each assignee must execute an assumption of each
Agreement and Permit in the form attached hereto as ExhIb1t E. No action or inaction by City shall be deemed a waiver
of the proh1b1t1on on assignments or any other provIsIon herein, or the acceptance of the assignee, Company or
occupant as Company, or a release of Company from the further performance by Company of the provisions of this
Agreement, any agreement, or any permit Consent by City to an assignment shall not relieve Company from obtaining
City's consent to any further assignment. No assignment may release Company from any llability hereunder
12.7
Enforceability after Assignment. No consent by City may be deemed to be a novatIon City's consent to any
assignment does not in any way expand or modify the terms set forth this Agreement or waive, diminish, or modify any
of City's rights or remedies under any agreement or any permit The terms set forth In this Agreement will be
enforceable against Company and each successor, partial or total, and regardless of the method of succession, to
Company's interest hereunder. Each successor having actual or constructive notice of this Agreement, any agreement
or permit will be deemed to have agreed to the preceding sentence.
12.8
Grounds for Refusal Except for the Preapproved Assignments, no assignment of any agreement or permit
by Company Is contemplated or bargained for Without lfmitat1on, City has the right to impose upon any consent to
assignment such condIt1ons and reqwrements as City may deem appropriate
12.9
Consent to Assignments Company must attach to each Pre-approved Assignment a copy of Company's
notice to City of the Pre-approved Assignment and other required documents, Company must attach to each other
assignment, a copy of City's notice to Company of City's consent to the assignment This Agreement will continue to be
enforceable according to its terms In spite of any provIsIons of any documents relating to an assignment
12.10
Assignment Fee Company must pay to City in advance the sum of Five Hundred Dollars ($500) as a
nonrefundable fee for legal, administrative, and other expenses related to every Pre-approved Assignment of an
Agreement (including any related Site Permits (other than the sale of publicly traded stock) or to any request for a
consent to assignment, whether or not City grants such request.
SECTION 13. USE AREA
fil
Authority to Use Public Property. Upon approval of this Agreement, City grants to Company
permission to install Wireless FacI1fties in the Publlc Property upon issuance of all reqwred Permits as set forth
below
13.2
Limitations. Notwithstanding anything herein to the contrary, the Use Area includes and Is limited to only
certain area that Company is permitted to use and occupy as depicted in Exhibit B The Use Area will be clearly
defined by the Boundary Plan in the PrelIm1nary Drawings or Construction Drawings
13.3
Use Area Boundary The Use Area excludes other parts of the Public Property and all other land.
Company must not occupy or use any other portion of the Pubhc Property or adJoining lands An approved
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PHO Shawnee Site
Agreement or an issued Permit does not allow any use of land outside the Use Area If any portion of Company's
work, improvement, or equipment Is to be located on other land, such work, improvements, and equipment are
prohibited unless Company first obtains from the owner of said land (1nclud1ng City, 1f applicable) an agreement
allowing such work, improvements, or equipment (a "Supplemental Parcel Agreement")
13.4
Power and Telephone Service. Nothing herein grants permIss1on for any portion of the power,
telephone, or other service routes, if any. Use of the Public Property or utility easements for these purposes, If
any, is governed by other City laws, rules, and policies, and by the Agreement or franchise between City and
electrical, telephone, and other service Companies. Any proposed service entrance section, electrical meter
pedestal, vault or other equipment and any associated conduits required by power, telephone, or other service
Companies to be constructed by the Company to provide such services to the Site must be clearly indicated on
the Site Construction Drawings to coordinate with and avoid conflicts with other users.
13.5
Rights in Adjacent Land. Company's interests granted by this Agreement are expressly limited to the
real property defined as the "Use Area" in an issued Permit Without limitation, in the event any public right-of-way
or other public or private property at or adjacent to the Use Area is owned, dedicated, abandoned, or otherwise
acquired, used, improved, or disposed of by City, such property will not accrue to Company but w,11 be City's only.
13.6
Variation in Area, In the event the Use Area consists of more or less than any stated area, Company's
obligations hereunder will not be increased or decreased
13,7
Condition of Title. Company must not amend, modify, terminate, or otherwise change the Site
Documents or create new Site Documents without the City's written approval
13.7.1 Title. City does not warrant title or rights to use the Use Area or any other property
13.7.2 Indemnity Company must pay, indemnify, defend, and hold harmless the City and ,ts agents and
representatives of, from and against any and all claims, demands, damages, expenses, interest or penalties of
any kind or nature whatsoever, including reasonable attorneys', arbitrators' and experts' fees and court costs that
arise from or relate to Company's failure to comply with the Site Documents except to the extent caused by City's
negligence or willful misconduct.
13.8
Condition of Use Area. The Use Area Is made available in an "as is" condition without any express or
implied warranties of any kind, including without l1mitat1on any warranties or representations as to their condItIon
or fitness for any use or particular purpose
13.9
No Real Property Interest. Notw1thstand1ng any provision hereof to the contrary, and notwithstanding
any negotIat1on, correspondence, course of performance or dealing, or other statements or acts by or between
the parties, Company's nghts herein are limited to use and occupation of the Use Area for the Permitted Uses
Company's rights in the Use Area are limited to the specific rights created herein as an approved Agreement
13.10
Reserved Righi and Competing Users and Activities. Notwithstanding anything herein to the contrary,
City specifically reserves to itself and excludes from any issued Permit a non-exclusive delegable right (the
"Reserved Right") over the entire Use Area for all manner of real and personal improvements and for streets,
sidewalks, trails, landscaping, utilities, and every other land use of every description, provided the foregoing does
not unreasonably interfere with Company's use of the Use Area Without limitation
13.1 O. 1 Competing Users. Company accepts the risk that City and others (the "Competing Users") may
now or in the future install their facilities in the Use Area in locations that make unoccupied parts of the Public
Property unavailable for Company's use
13, 10.2 Competing Activities. Company accepts the risk that there may now or 1n the future exist upon
the Use Area all manner of work and improvements upon the Use Area (the "Competing Activities") The
Competing ActIv1t1es include without l1mitat1on any and all laying construction, erection, InstallatIon, use,
operation, repair, replacement, removal, relocation, raising, lowering, widening, realigning or other dealing with
any or all of the following, whether above, upon or below the surface of the Use Area and whether occasioned by
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existing or proposed uses of the Public Property or existing or proposed uses of adjoining or nearby land (i) All
manner of streets, alleys, sidewalks, trails, ways, traffic control devices, subways, tunnels, trains and gates of
every description, and all manner of other transportation facil1t1es and their appurtenances, (ii) All manner of
pipes, wires, cables, conduits, sewers, pumps, valves, switches, conductors, connectors, poles, supports, access
points and guy wires of every description, and all manner of other utility facilities and their appurtenances, (i11) All
manner of canals, drains, bridges, viaducts, overpasses, underpasses, culverts, markings, balconies, porches,
overhangs and other encroachments of every description and all manner of other fac1l1t1es and their
appurtenances: (iv) All other uses of the Public Property that City may permit from time to time.
13.11
City's Rights Cumulative, All of City's Reserved Rights under various provisions of this Agreement and
any and all issued Permits will be cumulative to each other.
13,12
Use Priorities. This Agreement does not grant to Company or establish for Company any exclusive
rights or priority in favor of Company to use the Use Area Company must not obstruct or interfere with or prevent
any Competing User from using the Use Area City agrees that Competing Users may not obstruct or interfere
with or prevent Company from using the Use Area
13,13 Regulation. City reserves the full authority to regulate use of the Use Area and to resolve competing
demands and preferences regarding use of the Use Area and to require Company to cooperate and participate 1n
1mplement1ng such resolutions. Without limitation, City may take any or all of the follow1ng into account 1n
regulating use of the Use Area· (1) all timing, public, operational, f1nanc1al and other factors affecting existing and
future proposals, needs and plans for Competing Act,v,ties, and (ii) all other factors City may consider relevant,
whether or not mentioned in this Agreement and any and all issued Permits, (111) differing regulatory regimes or
laws applicable to claimed rights, public benefits, community needs and all other factors relating to Competing
Users and Competing Act1v1t1es
13.14 Communications Equipment Relocation. Upon ninety (90) days' notice from City and in connection
with the relocation of the associated SRP transmission pole, Company may temporarily or permanently relocate
or otherwise modify the Communications Equipment (the "Relocation Work") as follows (i) Company must
perform the Relocation Work at its own expense when requ,red by the City Manager; and (11) The Relocation
Work includes all work determined by City to be necessary to accommodate Competing Activ1t1es, including
without l1mitat1on temporarily or permanently removing, protecting, supporting, disconnecting, or relocating any
portion of the Communications Equipment, and (111) City may perform any part of the Relocation Work that has not
been performed within the allotted time. Company must reimburse City for its actual costs in performing any
Relocation Work. City has no obl1gat1on to move Company's, City's or others' facilities, but may assist Company
to find a new location and to expedite the approval process, and (iv) City reserves the right to use any of
Company's Facilities that are abandoned 1n place or that are not relocated on City's request; and (v) all
Relocation Work 1s subject to and must comply with this Agreement, and (v1) if City and Company cannot mutually
agree on an alternate location, this Agreement will terminate as set forth 1n seclion 15 1; and (v11) Communication
Equipment relocated to an acceptable location must be reflected by an arnendrnent to this Agreement and subject to
City Council approval.
13.15
Interference/Disruption by Competing Users. Neither City, nor any agent, contractor, or employee of
City will be liable to Company, its customers nor third parties for any service disruption or for any harm caused them
or the Cornmurncat1ons Equipment due to Compet,ng Users or Compet,ng Activities
13.16 Emergency Disruption by City. City rnay remove, alter, tear out, relocate or damage portions of the
Commurncat1ons Equipment in the case of f,re, disaster, or other emergencies as the City Manager deems such
action to be reasonably necessary under the circumstances City will rnake reasonable efforts to contact the
Company's Network Operations Center at (800) 621-2622 In such event, neither City, nor any agent, contractor
or employee of City may be liable to Company or its customers or third parties for any harm so caused to them or
the Communications Equipment When practical, City rnay consult with Company ,n advance to assess the
necessity of such actions and to rn1rnmize damage or disruption of operation of the Communications Equipment to
the extent reasonably practical under the circumstances. City will ,nform Company after such action 1s taken The
terms and condition for Relocation Work apply for Company's repair for the emergency disruption of Company's
Wireless Fac11it1es
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13.17 Public Safety. If the Communications Equipment or any other Company aqurpment, rmprovements, or
activrtres present any immedrate hazard or impediment to the public, to City, to Crty's equipment or facilities, to
other rmprovements or activrtres wrthrn or outsrde of the Use Area, or to Crty's abrlrty to safely and convenrently
operate the Public Property or perform Crty's utility, pub/re safety, or other pub/re health, safety, and welfare
functions, Company must rmmedrately remedy the hazard, comply wrth Crty requests to secure the Public
Property, and otherwise cooperate wrth Crty at no expense to City to remove any such hazard or impediment
Company's work crews must report to the Use Area wrthin four (4) hours of any request by City under this section
The Crty may impose vrolatron use fees and civil sanctions as provided in C C C. chapter 46 for Company's farlure
to comply with this section, this Agreement, or Crty Code.
13.18
Third Party Permission. Company's Wireless Facrlit1es must not be located on Third Party Areas
without the third party's written permission. Thrs Agreement may be suspended for Company's farlure to obtain
the third party's written permission to use Third Party Areas
SECTION 14. PROPRIETARY INFORMATION
14.1
Notice to Company. If City receives a request to drsclose information IdentifIed by Company as
Proprietary Information, City will notrfy Company of such request as provided in section 19 15 to permit Company
at Company's cost a reasonable opportunity to prevent the disclosure of the requested rnformat1on. If the City
does not recerve a court order to prevent drsclosure within five business days from the date of the notice, the City
wrll disclose the requested rnformatIon
14.2
Public Records Law. Notwithstanding any provision in this Agreement, Company acknowledges and
understands that Crty is a polrtlca/ subdrvrsron of the State of Arizona and is subJect to the disclosure requirements of
Arizona's Public Records Laws (AR S. § 39-121 et. seq.)
SECTION 15. ABANDONMENT
15.1
Abandonment; Removal of Facilities In the event that the use of a substantial part of any of the
Wireless FacI1it1es rs discontinued for any reason for a continuous period of two (2) years for reasons other than
Force MaJeure, or rn the event such Wireless Fac1litres or property has been installed in any Public Property
without complying with the requirements of this Agreement, or this Agreement has terminated or been revoked,
Company must promptly, upon berng grven 60 days' notrce from the Crty, begrn removal of such Wireless
Facrlrt1es and related appurtenances from the Public Property other than such underground facI1itres which the
Crty may permit to be abandoned in place. In the event of such removal, Company must promptly restore the
Public Property or other area from which such property has been removed to a condition satisfactory to the City
subject to the Crty's customary practice to revrew upon request of Company As a mrnrmum, Company must
restore the Public Property to a condrtIon as existed prior to the removal of the structure or property
15.2
Permanent Abandonment. The Wireless Facilities and any other property of Company remaining on the
Public Property wrthout the consent of the City 180 days after the revocation of this Agreement will be at the
option of the City considered permanently abandoned Any Company property permitted to be abandoned in
place wr/1 be abandoned consistent wrth C.C C §§ 46-2 9, 46-8 12(K), the Utrlity Permrt Manual, Transportation
and Development Polrcy TDP-275, and any other applicable law.
SECTION 16. AGREEMENT REVOCATION
1§.j_
Revocation for Nonuse. Not later than 24 months after the date that the City issues a wireless agreement
under C C C chapter 46, or an amended video se,vice agreement under C C C. chapter 46, Company must offer and
provide wireless se,vrces unless the Company cannot meet the requrrement for reasons beyond the Company's control
as provided rn Section 19 22 If Company farls to comply with this section, the Crty may revoke this Agreement
16.2
Revocation for Cause. In addition to C.C C. chapter 46 and subject to Section 16 4 below, thrs Agreement
may, after public heanng and notrce and an opportunity to cure pursuant to Sectron 16 3 be/ow, be revoked,
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altered, or suspended by the City as 1t deems necessary on any of the following grounds. (1) failure to file and
maintain any faithful letters of credit, insurance coverage or pay Agreement fees as required under this
Agreement, (ii) failure to comply with applicable law regarding the operation of the Wireless Fac1l1t1es, this
Agreement, or the appropriate regulatory authority, (iii) v1olat1on of material terms of this Agreement, (1v) fraud
by Company, 1n its conduct or relations under the Agreement; (v) willful or grossly negligent repeated violations of
this Agreement, (vi) failure to comply with any federal, stϜte, local or administrative order, law, permit regulation
or consent decree as such may apply t0 '.:-umpany', activ1t1es, as contemplated m this Agreement, and (v11)
permanent or temporary suspen°·::n, tor a pe, 10d greater than 180 calendar days by the United States or the State
of Arizona for any authorizst1011s for Company to own, operate, maintain, or construct a Wireless Fac11it1es
16.3
Cure Pe11od If dny of the foregoing events occur, Company will be given a period of 60 days after
receipt ,:;fa writtec, notice of default from the City to cure the default before the hearing described m Section 16.4
T0,a prov•ϝions of Section 16 4 apply (1) if Company fails to cure the event of default w1th1n the 60 day period, or
(ii) when an event of a default cannot be cured within the 60 day period and Company fails to begin and diligently
pursue the cure
16.4
City Determination; Public Hearing If Company fails to remedy its default as provided form Section
16 2, City will notify Company of that determination and will state the maJor causes and reasons supporting the
determination. Company will be granted ten days to respond to the determination. The City will consider the
response of Company, 1f any, and may then terminate, postpone for a period, or proceed with the revocation,
alteration, or suspension process If the City proceeds with the revocation, alteration, or suspension process, or
reactivates a postponed proceeding, a written statement of revocation, alteration, or suspension will be served
upon Company staling the principal reasons for such action and a copy of the statement must be sent by cert1f1ed
U S. mail, return receipt requested, to Company as provided m Section 19 15. The City Council may take Imai
action on the revocation, alteration, or suspension of this Agreement after the public hearing
16.5
Removal of Facilities Upon revocation of this Agreement, the City may declare a forfeiture, whereupon
all rights and privileges of Company under this Agreement will immediately be divested without a further act upon
the part of Company, and Company must remove its structures or property from the Public Property and restore
the Public Property to the condition as existed prior to the removal of the structure or property. Upon Company's
failure to do so within six months of revocation, the City may perform the work and collect the City's cost from
Company At the City's option, Company may abandon structures or property 1n place as provided 1n this
Agreement. At a minimum, the Public Property must be restored to a cond1t1on as existed before the removal of
the structures or property
SECTION 17. RADIO FREQUENCY REQUIREMENTS; CITY EMPLOYEE SAFETY
17.1
RF Compliance Requirements. Company must document, report, and confirm its compliance with FCC
Radio Frequency Exposure Guidelines (FCC OET Bulletin 65) and all other applicable radio frequency emissions
laws and regulations in effect from lime to time (collectively, the "FCC Rules") Company must cause its senior
internal engineer responsible for compliance with the FCC Rules to deliver to City a written letter (the "RF Letter"),
as follows (1) The RF Letter must attest that Company's operation of the Communications Equipment is m
compliance with the FCC Rules. A statement from Company declaring exemption from reporting to FCC 1s not
acceptable to comply with the requirements of this paragraph, and (11) Company must maintain records of radio
frequency measurements and Communications Eqwpment performance in accordance with the FCC Rules; and
(iii) Company must show its compliance with the FCC Rules
17.2
Prior Notice for Work Near Wireless Facilities. Pnor to performing any work on the Site, the City's
employee will contact the Network Operations Center (the NOC") whose information must be located on the ground
level Communications Equipment or on the pole. The City's employee will identify himself or herself as an employee
of City and will request deactivate the RF signals at the Site for a spec1f1ed period. Upon completion of the work,
the City's employee will contact the NOC to inform Company that the Site may activate the RF signals
17.3
Kill Switch Company must provide access to a "kill switch" for the Wireless Facilities and Communication
Equipment located at the Site for use by the City's employees, agents, or representatives
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PHO Shawnee Site
SECTION 18. VIOLATION USE FEES AND PUBLIC SAFETY VIOLATIONS.
18.1
Violation Use Fee, Company agrees to pay Violation Use Fees as provided In CCC, chapter 46 when
Company breaches the terms of this Agreement and fails to cure the breach after the applicable notice and cure
period The City may elect to draw upon the letter of credit reqwred m Section 8 to collect the Violation Use Fees
For continuing violations within a 24-hour period, each calendar day Is considered a separate period for purposes
of recovery of Violation Use Fees Company's payment of V1olat1on Use Fees does not excuse Company's breach
of this Agreement or limit the City's legal or eqwtable remedies
ʸ
Enforcement of Violation Use Fees The City Manager may issue a warning for Company's first
v1olat1on under this section The City Manager will issue notice to the Company as listed in Section 19 15, If City
determines that Company 1s liable for Violation Use Fee, the City assesses the Violation Use Fee by setting forth
the nature of the violation and the amount of the assessment WIth1n ten days of the notice of violation date,
Company may appeal the violation as provided in C C,C, chapter 46 or must pay the Violation Use Fee
18,3
Public Safety Violations; Civil Sanctions, In add1t1on to imposing a Violation Use Fee, as provided 1n
C C,C chapter 46 the City Manager may issue notices of v1olat1on of this Agreement and may take those
measures necessary to promote, preserve, and protect public health, safety, and welfare within the public right-of
way, The City Manager may issue a warning for Company's first v1olat1on under this section The City Manager
w1ll 1ssue notice to the Company as listed in Section 19.15, and Company's violation may result in a c1v1I sanction
as provided in C CC, chapter 46 For continuing violations within a 24-hour period, each calendar day 1s
considered a separate period for c1v1I sanctions
18.4
Civil Action for Violations These remedies are cumulative and the City may proceed under one or
more remedies, Any party who causes, permits, facilitates, or aids or abets any v1olallon of any prov1sIon of this
section or who fails to perform any act or duty required by this section 1s subject to a c1vII sanction as provided in
C.C,C chapter 46,
SECTION 19. GENERAL CONDITIONS.
19.1
Agreement Administrator and Enforcement In all matters of Agreement administration, the City
Manager has authority to determine Company's compliance with the terms and provIs1ons of the Agreement, and
in the event of non-compliance, to exercise any or all of the remedies provided in this Agreement and to the full
extent provided by law,
19.2
Right of Inspection of Construction The City may inspect all construction or installahon work
performed subject to the provisions of this Agreement and to make such tests as it deems necessary to ensure
compliance with the terms of this Agreement and other pertinent provisions of law,
19,3
Right of Intervention The City may intervene In any SUit or proceeding related to or arising out of this
Agreement to which Company Is party, and Company may not oppose such intervention by the City,
19.6
Compliance With Laws Company must comply with all federal, state, and City ordinances, resoluhons,
rules, and regulations related to the rights and duties granted Company under this Agreement
19.7
No Recourse Company has no recourse whatsoever against the City or its officials, boards,
commissions, agents, or employees for any loss, costs, expense, or damage arising out of any prov1s1on,
requirement, enforcement, or defect 1n this Agreement
19.8
Non-Enforcement by the City. Company will not be relieved of its obligation to comply with any of the
provisions of this Agreement by reason of the City's failure to insist upon or to seek compliance with any term and
cond1t1on
19.9
Agreement Documents, Company must submit to the City the letter of credit and insurance certificates
as required by the Agreement within 30 days of the Effective Date The Agreement granted is not legally operative
until all of Company's requirements In this Section are completed In the event Company does not timely satisfy
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PHO Shawnee Site
these, this Agreement will be deemed null and void unless Company's time period to comply is extended by the
Council.
19.1 0
Survival of Warranties. Company's representations and warranties made as part of the grant of this
Agreement or any permit issued under this Agreement survive termination or revocation of this Agreement.
19.11
Right of Cancellation. Company acknowledges that this Agreement is subject to cancellation by the City
under A.R.S. § 38-511.
19.12
Covenant Against Contingent Fees. Company warrants that no person has been employed or retained
to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee; and that no member of the City Council or any employee of the City has any
interest, financially or otherwise, in this Agreement. For breach or violation of this warranty, the City has the right
to annul this Agreement without liability, or at its discretion to deduct from the Agreement price or consideration,
the full amount of such commission, percentage, brokerage, or contingent fee.
19.13
Independent Contractor. Any provision in this Agreement that may appear to give the City the right to
direct Company or Company the right to direct the City as to the details of accomplishing the work or to exercise a
measure of control over the work means that the party will follow the wishes of the other party as to the results of
the work only.
19.14
Governing Lawj Jurisdiction. Arizona law governs this Agreement, both as to interpretation and
performance. Any action at law, suit in equity, or judicial proceeding to enforce this Agreement must be instituted
in Maricopa County, Arizona courts.
19.15
Delivery, Procedure of Notices and Communications. All notices, consent, or other communication
under this Agreement must be in writing and: (i) delivered in person; or (ii) deposited in the United States mail,
postage prepaid, registered or certified mail, return receipt requested; or (iii) deposited with any commercial air
courier or express service and addressed as follows:
To City:
City of Chandler
P.O. Box 4008, Mail Stop 405
Chandler, Arizona 85244-4008
Attention: Development Services
Phone: (480) 782-3000
e-mail: tuf@chandleraz.gov
With a copy to:
City of Chandler
Office of the City Attorney
P.O. Box 4008, Mail Stop 602
Chandler, Arizona 85224-4008
To Company:
Cellco Partnership,
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate Site: PHO Shawnee
Phone: 800 264-6620
Notice will be deemed received at the time it is personally served, on the second day after its deposit with any
commercial air courier or express service or, if mailed, three (3) calendar days after the notice is deposited in the
United States mail as above provided. Any time period stated in a notice will be computed from the time the
notice is deemed received unless noted otherwise. Any party may change its mailing address, phone number,
email address or the person to receive notice by notifying the other party as provided in this Section. Notices sent
by electronic mail must also be sent by regular mail to the recipient at the above address. This requirement for
duplicate notice is not intended to change the effective date of the notice sent by electronic mail.
19.16 Organization/Employment Disclaimer. This Agreement is not intended to constitute, create, give rise
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to, or otherwise recognize a Joint venture, agreement, or relat1onsh1p, partnership, or formal business
organization of any kind, and the nghts and obligations of the Parties will be only those expressly set forth in this
Agreement
19.17 Entire Agreement; Amendment: Waivers This Agreement, and the below listed exh1b1ts which are
incorporated herein by this reference and are attached and/or on file at the City and available for inspection,
constitute the entire agreement between the City and Company with respect to the transactions contemplated
therein and supersede all prior negotiations, communications, d1scuss1ons and correspondence, whether written
or oral, concerning the subject matter hereof No supplement, mod1f1cat1on, or amendment of any term of this
Agreement will be deemed binding or effective unless executed in writing by the Parties. No waiver of any of the
prov1s1ons of this Agreement will be deemed, or will constitute, a waiver of any other provisions, whether or not
similar, nor will any waiver constitute a continuing waiver. No waiver 1s binding unless expressly executed m
wntmg by the Party making the waiver
Exhibit "A" - Site Drawings
Exhibit "B" - Use Area or Legal Description
Exhibit "C" - Chandler Department Approval Form
Exh1b1t "D" - Form Letter of Credit
Exh1b1t "E" - Assumption Wireless Use Agreement
Exhibit "F" - Extension of Wireless Use Agreement
19.18
Right of Parties Nothing in this Agreement, whether express or 1mplIed, is intended to confer any right
or remedies under or by reason of this Agreement on any persons other than the Parties to this Agreement and
their respective successors and permitted assigns, nor Is anything in this Agreement intended to relieve or
discharge any obligation or liability of any person who 1s not a party to this Agreement, nor will any provisions In
this Agreement give any persons not a party to this Agreement any nght of subrogation or action over or against
any Party to this Agreement
19.19
Construction. This Agreement 1s the result of negotiations between the Parties, none of whom has
acted under any duress or compulsion, whether legal, economic, or otherwise Accordingly, the terms and
prov1s1ons of this Agreement will be construed in accordance with their usual and customary meanings The
Parties hereby waive the appl1cat1on of any rule of law that otherwise would be applicable m connection with the
construction of this Agreement that ambiguous or conflicting terms or prov1s1ons should be construed against the
party who (or whose attorney) prepared the executed Agreement or any earlier draft of the same Unless the
context of this Agreement otherwise clearly requires, references to the plural include the singular and the singular
the plural The words "hereof," "herein," "hereunder" and similar terms m this Agreement refer to this Agreement
as a whole and not to any particular prov1s1on of this Agreement. All references to "Sections" herein refer to the
sections and paragraphs of this Agreement unless spec1f1cally stated otherwise The section and other headings
contained in this Agreement are inserted for convenience of reference only, and they neither form a part of this
Agreement nor are they to be used m the construction or interpretation of this Agreement
19.20
Severability If any covenant, condition, term, or prov1s1on of this Agreement is held to be illegal, or if the
application of this Agreement to any person or in any circumstances to any extent be jud1c1ally determined to be
invalid or unenforceable, the remainder of this Agreement or the application of such covenant, condition, term, or
prov1s1on to persons or in circumstances other than those to which it 1s held invalid or unenforceable, must not be
affected, and each covenant, term, and condition of this Agreement 1s valid and enforceable to the fullest extent
permitted by law.
19.21
Cooperation and Further Documentation Each of the Parties agree to provide the other with such
add1t1onal and other duly executed documents as are reasonably requested to fulfill the intent of this Agreement
19.22
Force Majeure For the purpose of any of the provisions of this Agreement, neither Company nor the
City, as the case may be, will be considered 1n breach of or in default of their obligations under this Agreement as
a result of the enforced delay in performance of such obligations due to unforeseeable causes beyond its control
and without its fault or negligence, including, but not limited to. acts of God, acts of the public enemy, acts of the
Federal Government, acts of the Salt River Project, acts of Maricopa County, acts of the State of Arizona or any
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of its departments, acts of any railroad, fire, floods, epidemics, strikes, lock outs, freight embargoes, and
unusually severe weather, it being the purpose and intent of this provIsIon that in the occurrence of any such
enforced delay, the time for performance of Company's and the City's obligations, as the case may be, will be
extended for the period of the enforced delay, provided that the party seeking the benefit of this provision will
have notIfIed the other party in writing of the cause or causes, and requested an extension for the period of the
enforced delay, If notice by the party claImIng such extension Is sent to the other party more than 30 days after
commencement of the cause, the period of delay will be deemed to commence 30 days pnor to the giving of such
notice,
19.23
On-Call Assistance. Company must be available to staff employees of any City department having
jurisdiction over Company's activities twenty-four (24) hours a day, seven (7) days a week, regarding problems or
complaints resulting from the installation, operation, maintenance, or removal of ,ts Wireless Facilities
City may
contact by telephone the control center operator at telephone number (800) 621-2622 regarding such problems or
complaints In the event of a public emergency, pursuant to Sections 13 16 and 13 17, the emergency contact can be
reached at (800) 621-2622
19,24
Legal Worker Requirements AR S § 41-4401 prohibits the City from awarding a contract to any party who
fails, or whose contractors fail, to comply with AR S § 23-214(A) in connection with this Agreement Therefore,
Company and each contractor it uses warrant their compliance with all federal immigration laws and regulations that
relate to their employees and their compliance with§ 23-214, subsection A in connection with this Agreement A breach
of this warranty will be deemed a material breach of this Agreement and may be subject to penalties up to and
including revocation of the Agreement City retains the legal nght to inspect the papers of Company's or contractor's
employees who provide services under this Agreement to ensure that Company and its contractors comply with this
warranty
19,25
Lawful Presence Requirement AR S, §§ 1-501 and 1-502 prohibit the City from awarding a contract to any
natural person who cannot establish that such person is lawfully present in the United States To establish lawful
presence, a person must produce qualifying identification and sign a City-provided affidavit affirming that the
1dent1ficatIon provided Is genuine This requirement will be imposed at the time of contract award This requirement
does not apply to business organizations such as corporations, partnerships, or limited liabIlIty companies
19.26
Written Acceptance Company's execution of this Agreement constitutes Company's acceptance of this
Agreement as granted and its agreement to be bound by and to comply with the terms and conditions of this
Agreement Company's signature must be acknowledged by Company before a notary public
19,27 Data Confidentiality and Data Security, As used in this Agreement, data means all information, whether
written or verbal, including plans, photographs, studies, investigations, audits, analyses, samples, reports, calculations,
internal memos, meeting minutes, data field notes, work product, proposals, correspondence and any other similar
documents or Informat1on prepared by, obtained by, or transmitted to Company as part of the terms and condIt1ons of
this Agreement Except as specifically provided ,n this Agreement, Company must not divulge confidential data provided
by City to Company and clearly marked confidential to any third party without the City's prior written consent These
prohibitions do not apply to the following data: (i) data which was known to the Company prior to the Effective Date or is
publicly available, or (11) data which was acquired by the Company In its performance under this Agreement and which
was disclosed to the Company by a third party, who to the best of the Company's knowledge and belief, had the legal
right to make such disclosure and the Company is not otherwise required to hold such data In confidence; or (111) data
which Is required to be disclosed by virtue of law, regulation, or court order, to which the Company is subject Company
assumes all liabIlIty to maIntaIn the confidentiality of City's confidential data In Company's possession Solely for the
purposes of seeking injunctive relief, ,t Is agreed that a breach of this Section must be deemed to cause irreparable harm
that justifies InjunctIve relief ,n court
19,28
Authority Each party represents to the other that the person signing on its behalf has the legal right and
authority to execute, enter into, and bind such party to the commitments and obligations set forth herein,
Macro Cell Agreement Form March 2019
Page 24 of 36
Final PHO Shawnee Site Version 1 Dated 6-30-2022
PHO Shawnee Site
IN WITNESS WHEREOF, the Parties duly execute and agree to be bound by this License as of the Effective Date
City of Chandler, an Arizona municipal
corporal1on
B
MAYOR/AUTHORIZED STAFF
APPROVE AS TO FORM·
City Attorney by. __
ATTEST
City Clerk
SEAL
Macro Cell Agreement Form March 2019
Page 25 of 36
Final PHO Shawnee Site Version 1 Dated 6-30-2022
Calleo Partna Delaware gene al
partnership, i7a) nzon Wire/es
By
PHO Shawnee Site
EXHIBIT "A"
SITE DRAWINGS
Macro Cell Agreement Form March 2019
Page 26 of 36
Final PHO Shawnee Site Version 1 Dated 6-30-2022
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PHO Shawnee Site
EXHIBIT "B"
USE AREA OR LEGAL DESCRIPTION
(If not already included as part of Exhibit A)
Macro Cell Agreement Form March 2019
Page 27 of 36
Final PHO Shawnee Site Version 1 Dated 6-30-2022
Site Name Venzon/ Shawnee Fire Station
September 9, 2002
LESSOR'S LEGAL DESCRIPTION
TRACT B OF WARNER PARK, PER MAP RECORDED IN BOOK201, PAGE 18 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
LEASE AREA LEGAL DECRIPTION
ALL THAT PORTION OF TRACT 8, OF WARNER PARK, PER MAP RECORDED IN BOOK 201, PAGE
18 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA,
MORE PARTfCULARLY DESCRIBED AS FOLLOWS
COMMENCING AT FOUND BRASS CAP IN HANDHOLE BEING THE WEST QUARTER CORNER OF
SECTION 21,
THENCE ALONG THE WEST LINE OF SAID SECTION 21 NORTH 00 DEGREES 07 MINUTES 25
SECONDS EAST, A DISTANCE OF 1888 08 FEET,
THENCE LEAVING SAID WEST SECTION LJNE NORTH 89 DEGREES 50 MINUTES 12 SECONDS
EAST, A DISTANCE OF 244 03 FEET TO THE POINT OF BEGINNING,
THENCE NORTH 00 DEGREES 07 MINUTES 40 SECONDS EAST, A DISTANCE OF 35 00 FEET,
THENCE SOUTH 89 DEGREES 52 MINUTES 20 SECONDS EAST. A DISTANCE OF 19 97 FEET,
THENCE SOUTH 00 DEGREES 07 MINUTES 40 SECONDS WEST, A DISTANCE OF 35 00 FEET,
THENCE NORTH 89 DEGREES 52 MINUTES 20 SECONDS WEST, A DISTANCE OF 19 97 FEET TO
THE POINT OF BEGINNING
ACCESS EASEMENT LEGAL DESCRIPTION
ALL THAT PORTION OF TRACT B. OF WARNER PARK, PER MAP RECORDED IN BOOK 201, PAGE
18 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY. ARIZONA
BEING A 12 0 FOOT WIDE ACCESS EASEMENT SAID EASEMENT LYING 6 0 FEET ON EACH SIDE
OF THE FOLLOWING DESCRJSEO CENTERLINE
COMMENCING AT FOUND BRASS CAP IN HANOHOLE BEING THE WEST QUARTER CORNER OF
SECTION 21,
THENCE ALONG THE WEST LINE OF SAID SECTION 21 NORTH 00 DEGREES 07 MINUTES 25
SECONDS EAST, A DISTANCE OF 1897 79 FEET,
THENCE LEAVING SAID WEST SECTION LINE NORTH 89 DEGREES 50 MJNUTES 12 SECONDS
EAST, A DISTANCE OF 50 00 FEET TO THE POINT OF BEGINNING,
THENCE NORTH 89 DEGREES 50 MINUTES 12 SECONDS EAST, A DISTANCE OF 97 95 FEET,
THENCE SOUTH 00 DEGREES 01 MINUTES 12 SECONDS WEST, A DISTANCE OF 34 98 FEET TD
THE POINT OF TERMINUS
TELCO EASEMENT LEGAL DESCRITPION
ALL THAT PORTION OF TRACT B, OF WARNER PARK, PER MAP RECORDED IN BOOK 201, PAGE
18 OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY. ARIZONA.
BEING A 6 0 FOOT WIDE TELCO EASEMENT SAID EASEMENT LYING 3 0 FEET ON EACH SIDE OF
THE FOLLOWJNG DESCRIBED CENTERUNE
COMMENCING AT FOUND BRASS CAP IN HANDHOLE BEING THE WEST QUARTER CORNER OF
SECTION21
THENCE ALONG THE WEST LINE OF SAID SECTION 21 NORTH 00 DEGREES 07 MINUTES 25
SECONDS EAST. A DISTANCE OF 1923 90 FEET,
THENCE LEAVING SAID WEST SECTION LINE NORTH 89 DEGREES 50 MINUTES 12 SECONDS
EAST, A DISTANCE OF 53 57 FEET,
THENCE NORTH 45 DEGREES 00 MINUTES 00 SECONDS EAST. A DISTANCE OF 24 96 FEET.
THENCE NORTH 89 DEGREES 50 MINUTES 12 SECONDS EAST, A DISTANCE OF 176 62 FEET,
( con t page 2)
THENCE SOUTH 00 DEGREES 09 MINUTES 48 SECONDS EAST, A DISTANCE OF 18 44 FEET TO
THE POINT OF TERMINUS
ELECTRICAL EASEMENT LEGAL DESCRIPTION
ALL THAT PORTION OF TRACT B OF WARNER PARK, PER MAP RECORDED IN BOOK201, PAGE
18 OF MAPS, !N THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA,
BEING A 6 0 FOOT WIDE ELECTRICAL EASEMENT SAID EASEMENT LYING 3 0 FEET ON EACH
SIDE OF THE FOLLOWING DESCRIBED CENTERLINE
COMMENCING AT FOUND BRASS CAP IN HANDHOLE BEING THE WEST QUARTER CORNER OF
SECTION 21,
THENCE ALONG THE WEST LINE OF SAID SECTION 21 NORTH 00 DEGREES 07 MINUTES 25
SECONDS EAST, A DISTANCE OF 1938 90 FEET,
THENCE LEAVlNG SAID WEST SECTlON UNE NORTH 89 DEGREES 50 MINUTES 12 SECONDS
EAST, A DISTANCE OF 259 28 FEET TO THE POINT OF BEGINNING,
THENCE SOUTH 00 DEGREES 07 MINUTES 40 SECONDS WEST, A DISTANCE OF 15 90 FEET TO
THE POINT OF TERM IN
PHO Shawnee Site
EXHIBIT "C"
CHANDLER DEPARTMENT APPROVAL FORM FOR WIRELESS COMMUNICATION FACITLITES
ON PUBLIC PROPERTY
Wireless Company
VERIZON WIRELESS
Company Contact _____________________ _
Location of Site Attached to a stealth flagpole site on City of Chandler Property known as Chandler Fire Station
NQ,_.2_
Attach specifications of facilities and their location to this form.
I. Department Where Site is to be Located
DI hereby agree that to the best of our Department's knowledge with the information provided by the Company,
that the wireless infrastructure proposed by the above Company at the noted location is acceptable to be located
at our Department's facility/location.
DI deny our Department's approval for location at this site. Reason:
·ife5 c
A,-,h.., FrM. C'1..._,.
eparlment Authorized Representative Signature and Title
II. Development Services Department
ii hereby agree that to the best of our Department's knowledge with the information provided, the wireless
infrastructure proposed by the above Company at the noted location meets the City Code zoning requirements for
wireless facilities. I have also informed the Company of the procedures to obtain zoning permit approval.
DI deny our Department's approval for location at this site. Reason:
?1...A>-lM ,
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·,(g Authorized Representative Signature and Title
3,\ .z:L
Date
3 -r:.,_ 2.2--
erdinat$r Authorized Representative Signature and Title
Date
M, ""'?l!L.-
CHANDLER DEPARTMENT CLEARANCE FOR WIRELESS COMMUNICATION FACILITIES-page 2
Ill. Public Safety Departments
Information provided by the Company Indicates that all wireless communications equipment it will operate within the
City is in compliance with the FCC's radio frequency emission regulations and will not interfere with the City's
emergency communication Wireless Facilities. If an interference or frequency study was deemed to be necessary in
the City's opinion, then it has been performed. If at some time it is determined that there is interference resulting from
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any such equipment, I hen lha Company knows Its use agreement wlll require It to remedy such Interference, and that
such Interference could be deemed a material breach by the party causing the Interference.
Po/Ice Department:
Ăereby agree that to the best of our Department's knowledge with the Information provided, the wireless
Infrastructure proposed by the above Company at \he noted location will not pose an Interference Issue for the
Department's emergency communication Wireless Facilities.
D I deny our Department's approval for location at this site. Reason:
Fire Department:
D I hereby agree that to the best of our Department's knowledge wlth the Information provided, the wireless
lnfrastruclure proposed by the above Company at the noted location will not pose an interference Issue for the
Department's emergenoy communication Wireless Facllltles,
□I deny our Department's approval for location al this site. Reason:
ctti>d-
Flre
TIiie
Current as of June 2022
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INSTRUCTIONS: DEPARTMENT APPROVAL FORM FOR WIRELESS COMMUNICATION FACILITIES
LOCATED ON CITY-OWNED REAL PROPERTY OR IN RIGHT-OF-WAY
Section I. Department Where Site is to be Located: Requires signature of director or director's designee of the
Department whose manages the facility or public land/right-of-way where the wireless facility/structure will be
located. If the wireless facilities will be In the following areas, the corresponding signature is required.
City Property
Community Services/Parks
Fire Station
WaterNVastewater Treatment Facility
Public Right-of-Way
Police Department
Department Contact
Mickey Ohland, Park Development and Operation Manager
480-782-2743, mickey.ohland@chandleraz.gov
175 S. Arizona Ave., 4th Floor
Keith Hargis, Assistant Fire Chief
480-782-2161, keith.hargis@chandleraz.gov
151 E. Boston St.
John Knudson, Public Works Director
480-782-3590, john.knudson@chandleraz.gov
1475 E Pecos Rd.
Dennis Aust, Telecommunications & Public Utility Service Manager
480-782-3315, dennis.aust@chandleraz.gov
215 E. Buffalo St.
Zachary Cummard, Police Commander
480-782-4153, zachary.cummard@chandleraz.gov
250 E Chicago St.
The Company and the Department must agree to the location on the property where the facilities will not disrupt
City operations. This may require an on-site tour to determine an acceptable location. Some general discussions
of aesthetics/screening should also take place, as well as if there are any benefits the Department might receive
such as collocation opportunities. Once a site has been agreed upon, then proceed to get signature for Section II.
Fees for use for that site will be determined through the Use Agreement process once all signatures for the
"Chandler Department Approvals for Wireless Communication Facilities" form have been received and submitted
to the City at Development Services Dept., 215 E. Buffalo St., Chandler, AZ 85225, (480) 782-3315.
Section II. Development Services: Company should be familiar with Chandler City Code Chapter 35, XXII,
Section 35-2209 regarding requirements for Wireless Communications Facilities and show that their plans are in
accordance with City Code.
Planning/Zoning Contact: Development Services Department, 215 E. Buffalo St., One-Stop Shop Front Counter, 480-
782-3000 or Susan Fiala, City Planner, Planning Division, (480) 782-3067, Susan.Flala@chandleraz.gov
Real Estate Contact: Erich Kuntze, Real Estate Coordinator, (480) 782-3397, erich.kuntze@chandleraz.gov
Section Ill. Police/Fire Departments: Company's technical staff should confer with the City's public safety
communication staff to assure that all wireless communications equipment it will operate within the City is in
compliance with the FCC's radio frequency emission regulations and that the frequencies used will not interfere with
the City's emergency communication Wireless Facilities for either the Police or Fire Departments. There will be more
detail language for the Company to agree regarding interference issues when applying for the Public Property Use
Agreement.
Contact (both Fire & Police Clearance is Required):
Fire Department
Fire Department Assistant Chief
Keith Hargis, keith.hargis@chandleraz.gov
151 E. Boston St., 480-782-2161
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Police Department, Communications Division
Police Commander
Zachary Cummard, zachary.cummard@chandleraz.gov
250 E. Boston St., 480-782-4153
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EXHIBIT "D"
STANDARDS FOR LETTERS OF CREDIT
In addition to any other requirements imposed upon a letter of credit (the "Letter of Credit") issued pursuant to this
Agreement, the Letter of Credit shall meet and be governed by the following additional standards and requirements
1
Letter of Credit Requirements. The Letter of Credit shall be printed on Bank Safety Paper. The following
terms and no others shall be stated on the face of the Letter of
Credit.
1.1 The Letter of Credit is clean, unconditional, irrevocable, independent, and standby
1.2 The Letter of Credit Is payable to City upon presentation of City's draft
1.3 City may make partial draws upon the Letter of Credit.
1.4 The Letter of Credit Is for payment solely upon presentation of a sight draft and a copy of the Letter of
Credit
1.5 Within ten (10) days after City's draft on the Letter of Credit is honored, City must make the original of
the Letter of Credit available to the issuer in Maricopa County, Arizona upon which the issuer may
endorse its payments
1.6 The issuer spec1f1es a telefax number, email address, and street address at which City may present
drafts on the Letter of Credit.
1.7 The Letter of Credit Is valid until a spec1f1ed date
1.8 The Letter of Credit will be automatically renewed for successive one (1) year periods, unless at least
30 days prior to expiration the issuer notifies City in writing, by either registered or certified mail, that
issuer elects not to renew the
Letter of Credit for the additional period In the event of such
not1f1catIon, any
then unused portion of the Letter of Credit shall be available by draft on or before
the then current expIratIon date
1.9 The Letter of Credit is otherwise subject to the most recent ed1t1on of the Uniform Customs and
Practices for Documentary Credits, published by the International Chamber of Commerce including,
but not limited to, International Standby Practices 1998 (ISP98) (International Chamber of Commerce
Publ1callon No. 590, ISP98 Model Government Standby (US.) Form 11 1 and annexes (2017))
1.10
The Letter of Credit need not be transferable.
2.
Approved Forms. The form of the Letter of Credit and of drafts upon the Letter of Credit shall be as
follows.
2.1 Except as approved in writing by City's Development Services Department, the form of the Letter of
Credit shall be in the form set out below.
2.2 Except as approved in writing by City's Development Services Department, the form of drafts upon the
Letter of Credit shall be in the form set out below.
3.
requirements
Issuer Requirements.
The issuer of the Letter of Credit shall meet all of the following
3.1 The issuer shall be a federally insured fInancIal institution with offices In Maricopa County, Arizona, at
which drafts upon the Letter of Credit may be presented.
3.2 The issuer shall be a member of the New York Clearing House AssocIat1on or a commercial bank or
trust Company satisfactory to City.
3.3 The issuer shall have a net worth of not less than $1 bIllIon
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FORM OF LETTER OF CREDIT
(ISP98 Model Government Standby (U.S.) Form 11.1)
Date _________ , 20_
Letter of Credit No · ______ _
Development Services Department
City of Chandler
P.O Box 4008
Mail Stop 405
Chandler, AZ. 85244-4008
Dear Sir or Madam
Issuance At the request and for the account of [name and address of applicant] ("Applicant"), we [name and address
of issuer at place of issuance] ("Issuer") issue the irrevocable independent standby letter of credit number [reference
number] ("Standby") ,n favor of [name and address of beneficiary] ("BenefIc1ary") in the maximum aggregate amount
of USD [amounó
Undertaking. Issuer undertakes to BenefIc1ary to pay Benef1c1ary's demand for payment for an amount available
under the Standby and in the form of Annex A (Payment Demand) [or Annex B (Payment Demand after Notice of
Non-Extens10n)] completed as indicated and presented to Issuer at the following place for presentation. in Maricopa
County, Arizona at or before the close of business on the expiration date
Overdrawing. If a demand exceeds the amount available, but the presentation otherwise complies, Issuer
undertakes to pay the amount available.
Expiration The expIratIon date of this Standby is valid until ______ 20_.
Automatic Extension The expiration date of this Standby shall be automatically extended for successive one-year
periods, unless [30] or more calendar days before the then current expiration date Issuer gives written notice to
Beneficiary that Issuer elects not to extend the expiration date Issuer's written notice must be sent by registered,
cerlifled, or prrorrty express mail or nat1onally recognized overnight courrer to BenefIc1ary's above-stated address
[and to the attention of [office, officer, or other attention party] or, alternat1vely, be rece,ved by Beneficiary's attention
party] [30] or more calendar days before the then current expiration date
Payment Payment against a complying presentation shall be made within three business days after presentation
at the place for presentation or by wire transfer to a duly requested account of BenefIc1ary.
ISP98. This Standby is issued subJect to the International Standby Practices 1998 (ISP98) (International Chamber
of Commerce Publication No. 590). This Letter of Credit Is not assignable
Issuer's Charges and Fees Issuer's charges and fees for issuing, amending, or honoring this Standby are for
Applicant's account and shall not be deducted from any payment Issuer makes under this Standby f/ssuer
undertakes to Beneficiary to pay the charges and fees of any bank nommated m this Standby to advise [and confirm]
this Standby for acting on such nomination ]
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[ Gommumcaflons Gommun,cat1ons other than demands may be made to Issuer in the manner and at the place for
presentation and also as follows: [address for mailed, couriered, telephone, telefax, or electronic
communications]. Gommun1cat1ons other than for notices of non-extension may be made to Beneficiary at
Beneficiary's above-stated address and also as follows: addresses for mailed, couriered, telephone, telefax, or
electronic communications] J
[Issuer's name]
[signature]
Authorized Signature
______ [bank name] __ , a _______ _
By _____ [bank officer's signature] ______ _
_____ [bank officer's name printed] _____ _
Its ____ [bank officer's title] _______ _
Phone _ [bank officer's phone number] ______ _
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To:
From
ANNEX A: PAYMENT DEMAND
(ISP98 Model Government Standby (U.S.) Form 11.1
[Issuer name and address]
Development Services Department
Crty of Chandler
P 0. Box 4008
Marl Stop 405
Chandler, AZ 85244-4008
Date:
________ ,20 __
Re: Standby Letter of Credit No [reference number], dated [dale], rssued by [issuers name] ("Standby")
Ladies and Gentlemen.
The undersigned beneficiary demands payment of USD [mserl amount] under the Standby Benefrcrary states that
Applicant Is obligated to pay to Beneficiary the amount demanded as provided in [the contract, regu/at1on, or other
document that identifies the underlying obligations to the government beneficiary] Beneficiary requests that
payment be made by wire transfer to an account of Benefrcrary as follows: [/nserl name, address, and routmg
number of benef1c1ary's bank, and name and number of beneficiary's account].
[Beneficiary's name and address]
By its authorized officer
[lnserl original signature]
[Insert typedlpnnted name and title]
If such deposrt cannot be accomplished immediately for any reason, please make your payment rn the form of a
cashier's check issued by your rnstitutIon and delivered to me at the address listed above.
I certrfy that I am the Development Services Director of the City of Chandler.
If there Is any 1mperfectron or defect in this draft or its presentation, please rnform me immediately at (480) 782-
341 0 so that I can correct It. Also, please immediately notrfy the City Attorney at (480) 782-4656
Thank you
Crty of Chandler, Development Services Director
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EXHIBIT "E"
ASSUMPTION OF WIRELESS USE AGREEMENT
Regarding ____________ _
This assumption Is made pursuant to paragraph 12 1.5 of that certain Wireless Use Agreement (the "Agreement")
between City of Chandler, an Arizona municipal corporation ("CITY") and ___________ , a
___________ ("Company") dated _______ , 20 __
___________ , a ___________ ("Assignee"), having acquired the rights of
the Company under the Agreement, hereby assumes the Agreement, agrees to be bound thereby, and obligates
itself to perform the terms and condIt1ons of the Agreement, all In favor of CITY. The person signing this document
on behalf of Assignee warrants to CITY his authority to do so
Dated __________ ,20 __ _
ASSIGNEE· ____________ _
a _____________ _
By:
Its
STATE OF ______ _
COUNTY OF _____ _
) ss
)
The foregoing instrument was acknowledged before me this __ day of ______ , 20 _, by
----ǟ ______ of ______ , a ______ _
Notary Public
My Commission Expires
Date
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EXHIBIT "F"
EXTENSION OF WIRELESS USE AGREEMENT
Regarding
This extension is made pursuant to paragraph 5 1 of that certain Wireless Use Agreement (the "Agreement")
between City of Chandler, an Arizona municipal corporation ("CITY") and -----------á a
___________ ("Company") dated _______ , 20 __
COMPANY: ____________ _
a _____________ _
By-------------
Its ____________ _
CITY OF CHANDLER
a municipal corporation
By,----------------
Its Development Services Director or Des1gnee
APRROVE AS TO FORM
City Attorney
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