HomeMy WebLinkAboutMLA with PSE 10/23/17 MASTER LICENSE AGREEMENT
FOR
LOCATION OF FACILITIES
BETWEEN
PUGET SOUND ENERGY, INC.
AND
CITY OF AUBURN
DATED iv "-13 , 2017
CONTENTS
Section 1. Scope 4
Section 2. SLA Requirements 5
Section 3. Application Process 5
Section 4. Use of a Site 7
Section 5. Limitations on Use 8
Section 6. Site Acceptance 13
Section 7. Equipment, Structures and Facilities 14
Section 8. Ownership and Risk of Loss of Equipment 15
Section 9. Emergencies 15
Section 10. Cooperation of PSE 15
Section 11. Non-exclusivity 16
Section 12. Examination of Records 16
Section 13. Compensation 16
Section 14. Taxes 19
Section 15. Term and Termination of MLA 19
Section 16. Term and Termination of SLA 20
Section 17. Release,Indemnity and Hold Harmless 22
Section 18. Limitations of Liability 24
Section 19. Worker's Compensation, Insurance and Bonds 24
Section 20. Casualty or Condemnation of a Site 26
Section 21. Subordination 26
Section 22. Assignment; Successors and Assigns 27
Section 23. No Partnership 28
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Section 24. Entire Agreement 28
Section 25. Severalty 28
Section 26. Headings 28
Section 27. Nonwaiver 28
Section 28. Attorneys'Fees 29
Section 29. Notices 29
Section 30. Regulatory Approvals 29
Section 31. Representation by Counsel 29
Section 32. Force Majeure 30
Section 33. Applicable Law 30
Exhibit A. Site Lease Addendum 32
App 1. Equipment 34
App 2. Site Development Plan 35
App 3. Annual Fees 36
Exhibit B. Application Form 38
Exhibit C. Fee Schedule 39
Exhibit D. Certificate of Insurance 40
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MASTER LICENSE AGREEMENT
FOR
LOCATION OF FACILITIES
City of Auburn
This Agreement, dated as of Wyk , 2017 (the "MLA Effective Date"), is
made by and between Puget Sound Energy, Inc., a Washington corporation ("PSE"), and the
City of Auburn ("City of Auburn"). PSE and City of Auburn are at times referred to herein
where appropriate individually as a "Party" and collectively as the "Parties".
Recitals
A. PSE is an investor-owned utility operating in the State of Washington.
B. City of Auburn is an owner and operator of wireless communications facilities
which is or intends to begin operating in the State of Washington.
C. PSE has an interest in certain propert(y)(ies) that PSE may in its discretion,
either on its own or at the request of City of Auburn, elect to make available for potential use
by City of Auburn (individually, a "Proposed Site" and collectively, the "Proposed Sites") in
locating unmanned radio communications equipment and related facilities (the "Equipment").
D. PSE is willing to permit City of Auburn to use a Proposed Site (or designated
portion thereof) to the extent the Parties agree in writing (i.e., in the manner provided in this
Agreement) to permit such use by City of Auburn for such purposes (individually, a "Site"
and collectively, the "Sites"), all subject to and in accordance with the terms of this
Agreement.
Agreement
Therefore, PSE and City of Auburn agree as follows:
Section 1. Scope
This Agreement sets forth the terms and conditions upon which a Proposed Site (or
designated portion thereof) is reviewed by the Parties for potential use by City of Auburn as a
Site and, if approved as a Site, the terms and conditions under which the Site may be used by
City of Auburn during the applicable SLA Term (as defined in Section 16.1 below). This
Agreement applies only to Proposed Sites and approved Sites and not to any other property of
PSE. Standing alone, this Agreement does not, nor will it be interpreted or construed to,
grant to City of Auburn any right or interest in or to any property or the right to use any
property (including, without limitation, any Proposed Sites) for any purpose; rather, City of
Auburn may use a Site(or designated portion thereof) only upon execution by the Parties of a
written site license addendum covering the Site (or designated portion thereof) in accordance
with Sections 2 and 3 (each, an "SLA"), and then only in strict accordance with the terms and
conditions of this Agreement and the applicable SLA.
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Section 2. SLA Requirements
City of Auburn's use of a Site is expressly contingent upon the execution and delivery
by City of Auburn and PSE of an SLA substantially in the form attached hereto as Exhibit A
that covers the Site. Without limiting the generality of the foregoing, each SLA shall, at a
minimum:
(a) include a description of the applicable Site;
(b) include a list of the specific Equipment to be installed at the applicable Site;
(c) include a site development plan which identifies the precise location of the
Equipment to be installed at the applicable Site and describes in detail any
installation, alteration, maintenance, repair, relocation, removal and/or other
work to be undertaken at the applicable Site(the "Site Development Plan");
(d) specify the "SLA Commencement Date" for the SLA;
(e) include the compensation payable to PSE for use of the applicable Site; and
(f) include such additional terms and conditions as PSE may reasonably require.
No SLA shall be valid or binding unless and until it is signed by an authorized representative
of both City of Auburn and PSE. The rights and obligations of City of Auburn arising under
. this Agreement and each applicable SLA will apply to and be binding upon City of Auburn's
officers, employees, agents and representatives, and its suppliers and subcontractors of any
tier acting on behalf of City of Auburn in connection with the Work (as defined in
Section 4.2), this Agreement or any SLA (collectively, the "Support"). City of Auburn shall
be solely responsible for the performance,nonperformance, acts and omissions of its Support.
Section 3. Application Process
3.1 In the event City of Auburn at any time during the Term desires to use a
Proposed Site as contemplated by this Agreement, City of Auburn shall submit to PSE a fully
completed application for use substantially in the form attached hereto as Exhibit B or such
other form as PSE may then require (each, an "Application"). Unless otherwise directed by
PSE,City of Auburn shall submit each Application to:
Puget Sound Energy,Inc.
19900 North Creek Parkway, Bldg. G
Mail Stop: BOT-01G
Bothell,WA 98011
Attn: Contract Services
3.2 Prior to City of Auburn's submittal of a given Application, PSE shall, upon
request, provide City of Auburn reasonable access to the applicable Proposed Site to conduct
a due diligence review, including, without limitation, engineering surveys, inspections and/or
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• I
other reasonably necessary tests related to the Proposed Site and the contemplated installation
of Equipment at the Proposed Site. Solely for purposes of this Section 3.2, such access is a
"Permitted Activity" under and subject to Sections 4 and 5 below. Such access will also be
subject to such other reasonable conditions and limitations as may be imposed by PSE. Upon
request, City of Auburn shall deliver to PSE copies of the results of all such surveys,
inspections and tests(except environmental studies or reports) conducted by City of Auburn.
3.3 In connection with PSE's review of an Application, City of Auburn shall
promptly provide such information relating to the Application as PSE may reasonably
request. City of Auburn understands and acknowledges that any structural work proposed to
be undertaken at a Proposed Site, or any work proposed to be undertaken involving a material
alteration of any portion of a Proposed Site, must be approved by a licensed structural
engineer at City of Auburn's sole cost and expense.
3.4 Upon receipt of each Application, PSE shall undertake such review of the
Application as determined by PSE to be necessary and appropriate. Upon completion of its
review of the Application, PSE may(a) approve the Application in the form proposed by City
of Auburn, in which case PSE shall promptly notify City of Auburn of such approval,
(b) notify City of Auburn in writing of any modifications, alterations and/or supplemental
information that PSE may require in order to further consider and process the Application, or
(c)reject the Application, in which case PSE shall promptly notify City of Auburn of such
• rejection. In the event PSE gives City of Auburn the notice described in Section 3.4(b),
above, City of Auburn may thereafter make and provide the modifications, alterations and/or
supplemental information required by PSE and resubmit the Application for further
processing in accordance with this Section 3.4 or withdraw the Application by giving PSE
written notice of such withdrawal. No Application will be deemed approved by PSE unless
and until PSE gives City of Auburn written notice of approval in accordance with
Section 3.4(a), above.
3.5 PSE shall endeavor to process each Application and give City of Auburn
notice under Section 3.4(a), (b) or (c) within twenty (20) business days after its receipt by
PSE; provided, however, that City of Auburn understands and acknowledges that the
submittal to PSE of multiple Applications will likely delay notification by PSE beyond the
above twenty (20) day period; and provided further that under no circumstances will PSE be
liable in any way to City of Auburn for any failure to give City of Auburn notice of its
decision with respect to an Application within such twenty(20)day period.
3.6 If, after PSE's approval of an Application under Section 3.4, City of Auburn
requests in writing that PSE proceed with the preparation of a proposed SLA for the
Application, PSE may elect to prepare a proposed SLA based on the Application and submit
the proposed SLA to City of Auburn for its review and approval; provided that, if City of
Auburn's request is received by PSE more than one (1) year after PSE's approval of the
Application (or such shorter period of time as PSE may reasonably determine is appropriate
based on the then-current circumstances or conditions at the Proposed Site),PSE may require
that City of Auburn submit a new or updated Application for the Proposed Site for PSE's
review and approval in accordance with this Section 3. Not later than sixty (60) days after
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City of Auburn's receipt of a proposed SLA (or such longer period as PSE may agree to in
writing), City of Auburn shall (a) execute and deliver to PSE the proposed SLA as prepared
by PSE, or (b)promptly notify PSE in writing of any objections to the proposed SLA, in
which case the Parties shall,upon the request of either Party, endeavor to agree upon an SLA
acceptable to both Parties. No proposed SLA shall be valid or binding unless and until it is
executed by both City of Auburn and PSE.
3.7 PSE shall not have any obligation to approve any Application or to prepare
and execute any SLA based on any Application submitted by City of Auburn, regardless of
whether such application has been approved by PSE, and PSE shall not have any liability on
account of its refusal or other failure to approve any Application or execute any SLA. City of
Auburn may withdraw an Application by giving PSE written notice of such withdrawal at any
time prior to execution of the SLA by both City of Auburn and PSE based on that
Application in accordance with Section 3.6.
Section 4. Use of a Site
Subject to the terms and conditions of this Agreement and the applicable SLA, City of
Auburn shall have the right to use the relevant Site during the applicable SLA Term for the
purpose of undertaking the following activities(the"Permitted Activities"):
4.1 installation, operation and maintenance of the Equipment specified in
Appendix 1 to the applicable SLA in accordance with the Site Development Plan attached as
Appendix 2 to the applicable SLA and all other provisions of this Agreement and the SLA;
4.2 performance of the installation, maintenance, repair, relocation, removal and
other work specified in the applicable Site Development Plan (collectively, the "Work") in
accordance with the Site Development Plan and all other provisions of this Agreement and
the SLA;
4.3 obtaining, at City of Auburn's sole cost and expense, telephone service from
any utility company that provides such service to the Site, and arranging for the installation of
a separate meter and main breaker, subject to PSE's right to approve the exact location of
proposed utility routes and the manner of installation;and
4.4 access to and from the Site for purposes of undertaking the activities specified
in Sections 4.1,4.2 and 4.3, in accordance with the following:
4.4.1 access for construction, routine maintenance and repair and other non-
emergency visits may only be during normal business hours (defined as Monday
through Friday, 8 a.m. to 5 p.m.)unless otherwise agreed upon by the Parties;
4.4.2 in the event of emergency, City of Auburn may access the Site
twenty-four (24) hours per day, seven (7) days per week, by calling the PSE
emergency telephone number set forth in Section 9 and requesting such access;
4.4.3 access may be by foot or motor vehicle, including trucks; and
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4.4.4 access to the Site will be subject to such reasonable conditions as may
be imposed by PSE from time to time;
provided, however, that (i)nothing herein or elsewhere in this Agreement or the applicable
SLA will (or will be deemed to) grant to City of Auburn any rights of any kind in, to or with
respect to a Site which PSE is not expressly authorized to grant to City of Auburn or which
otherwise are inconsistent with or greater than the actual rights of PSE in, to or with respect
to the Site, and (ii)all rights granted to City of Auburn herein and elsewhere in this
Agreement or an applicable SLA are subject in all respects to the title and rights of third
parties in the real property on which the Site is located.
Section 5. Limitations on Use
Except and only as specifically authorized in Section 4 or elsewhere in this
Agreement, City of Auburn shall not enter upon any Site or make any use thereof. Without
limiting the generality of the foregoing:
5.1 City of Auburn expressly understands and acknowledges that (a)unless
explicitly and expressly stated otherwise in the applicable SLA,PSE does not own in fee the
Site or the real property on which the Site is located, (b)nothing in this Agreement will (or
will be deemed to) constitute any assignment, sublease, apportionment, delegation or other
transfer or grant (in whole or in part) by PSE of any rights of PSE under or with respect to
any franchise, easement, lease, license,permit or other agreement or document relating to the
Site or the real property on which the Site is located, (c)one or more third parties (e.g.,
governmental entities and others) may own or have rights in the Site or the real property on
which the Site is located, and (d) City of Auburn is solely responsible for acquiring any and
all rights from third parties that are needed to undertake any Permitted Activity. Without
limiting the generality of the foregoing, City of Auburn shall obtain and comply (and shall
ensure that all of City of Auburn's Support comply) with all permits, licenses, franchises,
rights-of-way, easements and other rights required to undertake any Permitted Activity. City
of Auburn shall furnish to PSE such evidence thereof as PSE may request.
5.2 City of Auburn shall, at all times, undertake the Permitted Activities in a
manner so as to prevent bodily harm to all persons and damage to all property. Precautionary
measures include, without limitation, reasonable site security measures (e.g., fencing,
signage, lighting, security guards, etc.) necessary to prevent access to the Site during such
times as the Permitted Activities may cause the Site to be in an unsafe or unsecured
condition.
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5.3 City of Auburn shall, at all times, undertake the Permitted Activities in a
manner that does not disturb or interfere in any way with the operations of PSE or any prior
existing users of the Site, or otherwise in a manner that would impair the safe, continuous
and reliable operation of PSE's utility systems or improvements. Without limiting the
generality of the foregoing, City of Auburn shall at all times:
5.3.1 conduct the Permitted Activities so as to maintain legal and safe
clearances from PSE's utility systems or improvements;
5.3.2 take all prudent precautions to ensure that no persons or property come
into contact with PSE's utility systems or improvements; and
5.3.3 conduct the Permitted Activities so as to maintain access along and
across the Site to PSE's utility systems and improvements, sufficient to allow the free
passage of all equipment, vehicles, personnel and other items as may be necessary or
convenient for the maintenance, repair and replacement of PSE's utility systems and
improvements.
If, at any time, the Permitted Activities disturb, interfere with or otherwise impair the safe,
continuous and reliable operation of PSE's utility systems or improvements, City of Auburn
shall immediately cease and discontinue such Permitted Activities. If City of Auburn
anticipates that any Permitted Activity may disturb, interfere with or otherwise impair the
safe, continuous and reliable operation of PSE's utility systems or improvements, City of
Auburn shall request in writing, not less than fourteen (14) days in advance of the date
required, that PSE take such action with respect to its systems or improvements as is
necessary to accommodate such Permitted Activity. PSE may elect to accommodate such
Permitted Activity in response to such request; provided, however: (a) all costs and expenses
incurred by PSE thereby must be reimbursed to PSE; and (b)PSE may refuse any or all such
requests or may discontinue actions undertaken in response to such requests, as PSE, in its
sole discretion,may choose.
5.4 City of Auburn shall not undertake any activities and shall not use or permit
any use of the Site that will in any way:
5.4.1 be in noncompliance with, or otherwise conflict with, any applicable
laws, regulations, ordinances, rules, orders or other requirements, now or hereafter in
effect, of any governmental authority (all laws, regulations and orders required to be
incorporated in agreements of this character are hereby incorporated herein by this
reference);
5.4.2 cause or constitute any nuisance, noxious odors, unsafe condition or
waste in or about the Site;
5.4.3 interfere with the rights or disturb the use and enjoyment of PSE, other
users of the Site, or any other person lawfully on the Site, subject to Section 11;
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5.4.4 cause a cancellation, increase the premiums for or deductibles under or
otherwise affect any fire, casualty, property, liability or other insurance covering the
Site, any activities conducted upon or from the Site, or any accident, act, error,
omission, fault,negligence or strict liability occurring on or about the Site; or
5.4.5 except as expressly approved by PSE in the Site Development Plan,
cause or allow the generation, storage, processing, handling, transport, spill, disposal
or release of any dangerous, hazardous or extremely hazardous material, waste or
substance at, upon or in any way affecting the Site (including, but not limited to, any
such materials, waste or substances subject to regulation by any federal, state or local
law pertaining to the protection of human health or the environment).
5.5 City of Auburn shall not, and shall not permit others to, install, store,maintain
or operate any equipment, fixtures, improvements, supplies, vehicles or other items on the
Site except for the Equipment (which Equipment will be installed, maintained and operated
at City of Auburn's sole cost,risk and expense).
5.6 If, in the sole judgment of PSE, the Equipment or any Permitted Activity
violates,jeopardizes or unreasonably interferes with: (a) any laws, regulations, rules, orders
or other regulatory authorizations, permits or approvals that may concern PSE's present or
future use and enjoyment of the Site; or (b) any proprietary rights such as any contract,
permit, license, franchise, right-of-way, easement or other rights of PSE, and City of Auburn
fails to correct the problem within thirty (30) days after written notice from PSE (or such
shorter or longer period of time as is expressly required or permitted under the applicable
law,regulatory authorization,permit or approval or applicable proprietary right of PSE), PSE
may require that City of Auburn immediately remove any or all Equipment from and cease
any Permitted Activity at the Site. If City of Auburn fails to remove any Equipment within
thirty (30) days after PSE makes its request, PSE may remove the Equipment at City of
Auburn's sole risk and expense and City of Auburn shall reimburse PSE for the entire
expense incurred.
5.7 City of Auburn shall timely pay all(and shall promptly secure the discharge of
any liens asserted by any)persons and entities furnishing labor, equipment, materials or other
items in connection with the Permitted Activities. City of Auburn shall furnish to PSE such
releases of claims and other documents as may be requested by PSE from time to time to
evidence such payment(and discharge). If any such persons or entities are not timely paid(or
if any of such liens are not promptly discharged), PSE may make such payments (and secure
such discharge) at City of Auburn's expense and City of Auburn shall reimburse PSE for the
entire expense thereby incurred. City of Auburn may contest the validity of any such lien,
provided that City of Auburn delivers a bond to PSE in the amount of the contested lien.
5.8 In undertaking the Permitted Activities, City of Auburn shall comply and shall
ensure that all of its Support comply with all applicable industry standards and codes and all
of PSE's standard practices, specifications,policies,rules and regulations provided by PSE to
City of Auburn from time to time. City of Auburn shall furnish such documents as may be
required to effect or evidence such compliance.
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5.9 City of Auburn shall comply with the following in connection with its
performance of the Work:
5.9.1 City of Auburn shall furnish all personnel, supervision, labor,
transportation, tools, equipment and materials for performance of the Work. City of
Auburn shall expeditiously and efficiently perform the Work in accordance with the
Site Development Plan and the provisions of this Agreement. City of Auburn shall
not independently hire any PSE employee to perform any of the Work(e.g.,other than
in the course of his or her employment with PSE with respect to Work that PSE
agrees to perform for City of Auburn).
5.9.2 City of Auburn shall perform the Work in a workmanlike and skillful
manner. City of Auburn shall ensure that the Work and the Equipment is in all
respects (a)safe, (b)of first class quality, (c)free from all faults and defects in
workmanship, material and design, and (d) in conformance with such reasonable
requirements and specifications as PSE shall from time to time prescribe and all laws
and the regulations, orders and decrees of all lawfully constituted bodies and tribunals
pertaining to the construction, operation and maintenance, including, without
limitation, the requirements of the latest edition of the National Electrical Safety
Code.
5.9.3 City of Auburn shall promptly and satisfactorily correct or replace any
Work or Equipment found to be defective or not in conformity with the requirements
of this Agreement or an applicable SLA. If City of Auburn fails or refuses to
perform any Work required by this Agreement or the SLA or to make any such
corrections or replacements within thirty (30) days after written notice from PSE (or
such shorter or longer period of time as is expressly required or permitted under the
applicable law, regulatory authorization, permit or approval or applicable proprietary
right of PSE), PSE may perform such Work and make such corrections and
replacements at City of Auburn's sole risk and expense and City of Auburn shall
reimburse PSE for the entire expense thereby incurred.
5.9.4 Installation of the Equipment or the performance of other Work must
not adversely affect the structural integrity, maintenance or marketability of the Site
or any structure or improvement on or surrounding the Site.
5.9.5 City of Auburn shall ensure that all personnel who perform the Work
are fully experienced and properly qualified to perform the same. City of Auburn
shall, if so requested by PSE, remove from performance of the Work any personnel
(including, without limitation, any Support) whom PSE finds to be incompetent,
careless or otherwise unsafe.
5.9.6 City of Auburn hereby acknowledges that PSE employs workers
covered by one or more collective bargaining agreements. In the event of any actual
or potential labor dispute between PSE and its workers that is, in whole or in part,
based upon or otherwise arises out of the performance of the Work or this Agreement,
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City of Auburn will cooperate with PSE and take such action as may be reasonably
requested by PSE to fully and expeditiously resolve such dispute.
5.9.7 City of Auburn shall, at all times, keep the applicable Site cleared of
rubbish, refuse and other debris generated by City of Auburn or its Support and in a
neat, clean and safe condition. Upon completion of any portion of any of the Work,
City of Auburn shall promptly remove all rubbish, refuse and other debris generated
by City of Auburn or its Support and all of its Equipment and surplus materials. If
City of Auburn fails to comply with the foregoing obligations in any material respect,
PSE may have such work completed, based on commercially reasonable standards,
and City of Auburn will reimburse PSE for its reasonable costs to complete the work.
5.9.8 Upon PSE's request, City of Auburn will execute and deliver a
mutually acceptable vegetation management agreement which sets forth the
obligations of City of Auburn with respect to the management and control of
vegetation on and around that portion of the Site used by City of Auburn.
5.9.9 The Work and the Equipment(i.e., as it relates to the Work)will at all
times be subject to inspection and testing by PSE upon twenty-four (24) hours'
advance notice (or immediately if, in PSE's judgment, the failure to take immediate
action could pose a threat to public health or safety). City of Auburn may, at its
option, have a representative present at the Site during any such inspection or testing
by PSE. If, in PSE's reasonable judgment, the performance of any Work requires one
or more representatives of PSE to be present at the Site during the performance of
such Work, then City of Auburn will reimburse PSE for any and all reasonable costs
and expenses thereby incurred by PSE. No inspection,test, delay or failure to inspect
or test, or failure to discover any defect or non-compliance by PSE, will relieve City
of Auburn of any of its obligations under this Agreement or an applicable SLA.
5.9.10 City of Auburn shall promptly settle or resolve all complaints received
by City of Auburn from third parties arising out of or in connection with performance
of the Work. City of Auburn shall promptly notify PSE of all such complaints and
any action taken(or to be taken) in connection therewith. In handling any complaints,
City of Auburn shall use its best efforts to maintain and promote good public relations
for PSE.
5.9.11 City of Auburn acknowledges and anticipates that the Work may be
interfered with and delayed from time to time on account of the concurrent
performance of work by PSE or others. City of Auburn shall fully cooperate with
PSE and others and coordinate the Work with such other work so as to minimize any
delay or hindrance of any work.
5.9.12 If any part of the Work depends upon the results of other work by PSE
or others, City of Auburn shall, prior to commencing such Work, notify PSE in
writing of any actual or apparent deficiencies or defects in such other work that render
it unsuitable for performance of the Work. Failure of City of Auburn to so notify PSE
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will constitute an acceptance by City of Auburn of such other work as suitable for
performance of the Work, except as to latent defects which may subsequently be
discovered in such other work.
5.10 Upon completion of Permitted Activities which may disturb the surface or
subsurface of the Site (or any improvements thereon), City of Auburn shall restore the
applicable Site (and any improvements thereon) to a condition as good or better then the
condition the Site (or such improvements thereon)was in prior to such disturbance.
5.11 If, in undertaking Permitted Activities (or activities off-Site in furtherance of
Permitted Activities), City of Auburn shall cause significant public concern with or
opposition to its proposed use of the Site, and PSE shall reasonably conclude that such public
concern or opposition will materially interfere with its use of the Site or otherwise with the
conduct of PSE's business, then PSE may direct City of Auburn to cease and desist such acts
(or omissions) giving rise to such public opposition or concern.
5.12 City of Auburn shall copy PSE's Joint Use Department on all notices and other
correspondence received or given by City of Auburn in connection with any local jurisdiction
review process involving any Permitted Activities undertaken or proposed to be undertaken
by City of Auburn at the Site.
Section 6. Site Acceptance
6.1 City of Auburn will be deemed to have accepted each Site upon execution of
the applicable SLA. Conducting feasibility and cost assessments or other preliminary
inspections on the Site prior to execution of the applicable SLA will not be deemed to be
acceptance.
6.2 Acceptance of the Site by City of Auburn in accordance with Section 6.1 will
be conclusive evidence that City of Auburn:
6.2.1 accepts the Site as suitable for the Permitted Activities;
6.2.2 accepts the Site and any structure on the Site and every part and
appurtenance thereof "AS IS," "WHERE IS" and "WITH ALL FAULTS AND
DEFECTS"; and
6.2.3 releases,and waives all claims against, PSE in respect of defects in the
Site and its structures and appurtenances, their habitability or suitability for any
permitted purposes, except as expressly provided otherwise in this Agreement.
6.3 PSE does not warrant the title of the Site (or the real property on which the
Site is located) or the suitability of the Site for the purposes for which City of Auburn may
desire to use it(including, without limitation, the Permitted Activities);nor does PSE warrant
the adequacy of the title, location or condition of the Site (or the real property on which the
Site is located), or the title or condition of any structure or appurtenances for any purpose.
City of Auburn acknowledges that, in accepting the Site(and the underlying real property and
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any and all structures thereon used by City of Auburn for Permitted Activities) in its "AS IS,"
"WHERE IS" and "WITH ALL FAULTS AND DEFECTS" condition, PSE makes no
representations or warranties whatsoever concerning the Site, the underlying real property
and/or such structures, or any aspect of their title, status or condition, and that City of Auburn
is not in any way relying on information disclosed by PSE with respect thereto or otherwise
in PSE's possession with respect thereto; rather, City of Auburn is solely relying on its own
inspections and assessments with respect to the title, condition or status of the Site, the
underlying real property and/or such structures.
Section 7. Equipment,Structures and Facilities
7.1 City of Auburn shall maintain all Equipment on each Site in good and safe
condition and in a manner that does not materially affect the structural integrity of any
structure on the Site. If City of Auburn fails to do any maintenance within thirty (30) days
after receipt of notice from PSE requesting such maintenance, then PSE may, at its option, do
such maintenance at City of Auburn's expense and City of Auburn shall reimburse PSE for
the entire expense thereby incurred. If City of Auburn commences the requested maintenance
within thirty (30) days after any written notice from PSE requesting such maintenance and
thereafter continuously and diligently pursues and completes such maintenance, then the
thirty (30) day cure period will extend for an additional sixty (60) days to permit City of
Auburn to complete the requested maintenance.
7.2 PSE shall at all times during the Term of this Agreement, at PSE's sole cost
and expense, maintain any PSE-owned structures used by City of Auburn for Permitted
Activities in a structurally good and safe condition. If City of Auburn is unable to use such
structures due to PSE's maintenance activities, City of Auburn may immediately install
temporary Equipment on an alternate location specified in the applicable Site Development
Plan(if any) while PSE makes repairs to the Site. If an alternative location is not specified in
the Site Development Plan, a location mutually agreed upon by the Parties may be used.
7.3 If PSE at any time relocates, replaces or removes any pole, tower or other
facility or structure on which any Equipment is attached, or PSE otherwise determines in its
reasonable judgment that any Equipment must be removed or relocated to accommodate
PSE's use of or activities on the applicable Site, then City of Auburn shall, at its sole cost and
expense, remove or relocate such Equipment at such times and in the manner directed by
PSE. If City of Auburn fails to remove or relocate its Equipment within one hundred eighty
(180) days (or such shorter period of time as PSE may reasonably require under the
circumstances or longer period of time as the Parties may mutually agree upon in writing)
after being directed to do so by PSE, PSE may remove or relocate the Equipment at City of
Auburn's sole risk and expense and City of Auburn shall reimburse PSE for the entire
expense thereby incurred; provided that City of Auburn will not be responsible for, and will
not be required to reimburse PSE for,any such expense if and to the extent it is caused by the
willful misconduct of PSE.
7.4 In the event City of Auburn is permitted to and does install any pole, tower or
other structure as part of the Equipment on the Site, PSE shall have the right, subject to such
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reasonable rules and requirements as the Parties may agree upon in writing, to install one or
more items of equipment on such pole, tower or other structure for PSE's internal purposes
only, provided that the pole, tower or structure in question is structurally capable of bearing
the weight of PSE's equipment. Such installation and use will be at PSE's cost and expense,
and City of Auburn will not be required to bear any cost or expense to modify the pole, tower
or other structure to accommodate PSE's use, but City of Auburn shall not levy any charge or
fee for PSE's use thereof unless otherwise expressly agreed upon by the Parties in writing.
Section 8. Ownership and Risk of Loss of Equipment
8.1 The Equipment located at a Site pursuant to the terms of this Agreement will
at all times be and remain the personal property of City of Auburn and will not be subject to
any lien or encumbrance created or suffered by PSE. City of Auburn has the right to make
such filings with the Washington State Department of Licensing (e.g., UCC-1 Financing
Statement) as it deems necessary or desirable to evidence its ownership of the Equipment.
Notwithstanding the foregoing, if,upon termination or expiration of the Term,the Equipment
is not removed from the Site and the Site restored according to the terms of this Agreement,
such Equipment will be deemed abandoned sixty (60) days following such termination or
expiration and PSE's waiver of lien will thereafter be void and of no further force and effect.
8.2 City of Auburn shall be responsible for and shall bear any and all risk of loss,
deterioration, theft, vandalism or destruction of or damage to the Equipment and anything
used(or to be used or consumed)in connection with the Work.
Section 9. Emergencies
In the event of an emergency relating to the Equipment or any Site, City of Auburn
shall immediately correct any safety or use problems, even if full repair cannot be made at the
time, in order to protect persons and property or to allow use of the applicable Site. The
Parties'respective emergency phone numbers are as follows:
PSE: 1 (888)225-5773
City of Auburn: 1 (253)261-1601
Each Party shall promptly notify the other of any change in such Party's emergency
phone number.
Section 10. Cooperation of PSE
PSE shall, at City of Auburn's request and expense, use commercially reasonable
efforts to support City of Auburn's efforts to secure any documents or applications required
(i.e., by virtue of PSE's ownership of or rights in the Site) to be obtained by City of Auburn
from any governmental agency with jurisdiction in order for City of Auburn to obtain the
necessary licenses, permits or other approvals from such governmental agency for the
Permitted Activities; provided, however, that PSE shall not under any circumstances be
obligated to execute any application or other document that, in PSE's sole judgment, will in
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any way impair, limit or adversely affect PSE's rights in or ownership or use of the Site,nor
shall PSE be obligated to provide such support if the same requires a commitment of
resources of any kind of a value in excess of five hundred dollars ($500.00) unless otherwise
expressly agreed upon by the Parties in writing.
Section 11. Non-exclusivity
This Agreement and the right to use a Site under the applicable SLA is nonexclusive,
and PSE may grant rights to others to use the Site for any purpose not inconsistent with City
of Auburn's rights hereunder, including competing telecommunications companies. PSE
does not warrant title to any Site and shall not be liable for defects thereto or failure thereof.
Without limiting any other provision of this Agreement, City of Auburn will promptly
resolve technical interference problems with other radio communications equipment located
at the Site on the applicable SLA Commencement Date for the Site or any radio
communications equipment located at the Site on any future date when City of Auburn
modifies or supplements its Equipment at the Site.
Section 12. Examination of Records
City of Auburn shall promptly furnish PSE with such information related to the Work
or the Equipment as may from time to time be reasonably requested by PSE. Until the
expiration of three (3) years after the termination of the Term, PSE shall have access to and
the right to examine all of City of Auburn's books, documents, papers and records which are
related to the Work, the Equipment, any SLA or this Agreement (except insurance policies
and/or environmental studies that are confidential and proprietary to City of Auburn).
Section 13. Compensation
13.1 In addition to any other amounts payable by City of Auburn to PSE under this
Agreement or any SLA, City of Auburn shall pay PSE the following, as applicable, in
connection with the receipt, processing and review of each Application, the preparation and
completion of each SLA,and/or the evaluation and preparation of each Proposed Site:
13.1.1 City of Auburn will pay PSE an application fee for each Application
submitted to PSE by City of Auburn. The application fee amount, as of the MLA
Effective Date, is set forth in the fee schedule attached as Exhibit C. PSE may, in its
reasonable discretion, change the application fee amount as of the end of the Initial
Term and each Renewal Term (each as defined in Section 15.1 below)by giving City
of Auburn written notice of the change at least thirty(30) days prior to the end of the
applicable period.
13.1.2 City of Auburn shall also reimburse PSE for any and all costs and
expenses reasonably incurred by PSE in connection with all services performed by
PSE at the request of City of Auburn in connection with the evaluation or preparation
of a Proposed Site (whether prior to or after the submittal of the applicable
Application). Without limiting the generality of the foregoing, amounts recoverable
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by PSE hereunder will consist of fully allocated costs for labor (including but not
limited to all payroll costs and overhead and all applicable engineering, supervision
and administrative overheads), transportation, employee expenses, attorneys' fees,
reprographic services, supplies, telephone service and other expenses. Upon City of
Auburn's written request,PSE will provide to City of Auburn a written estimate of the
costs and expenses that PSE expects to incur in connection with services requested by
City of Auburn hereunder prior to commencement of the services, but each such
estimate will be a non-binding, good faith approximation only and will not limit
PSE's right to reimbursement for the actual costs and expenses incurred.
13.1.3 City of Auburn will further pay PSE any other fee set forth in the fee
schedule attached as Exhibit C that is applicable to City of Auburn's activities under
this Agreement. PSE may change each such fee amount as of the end of the Initial
Term and each Renewal Term by giving City of Auburn written notice of the change
at least thirty(30)days prior to the end of the applicable period.
13.1.4 PSE shall invoice City of Auburn for all amounts payable by City of
Auburn to PSE under this Section 13.1 and for any reimbursable costs and expenses
described elsewhere in this Agreement and/or the applicable SLA as they become due.
City of Auburn shall pay each such invoice in full within thirty(30) days after City of
Auburn's receipt thereof, which receipt shall be deemed to have occurred within three
(3) days of the date the invoice is deposited in the U.S. mail, and addressed to City of
Auburn at the address set forth in Section 29 below. Notwithstanding the foregoing,
and if requested by PSE (at its sole option) in connection with any services for which
PSE is entitled to cost reimbursement under this Agreement, City of Auburn will pay
PSE an advance payment of the total estimated costs of the services based on an
estimate furnished by PSE to City of Auburn. Such advance payment, if requested,
will be paid on or prior to the date PSE agrees to perform the services, and any
agreement by PSE to perform the services will be expressly contingent upon its
receipt of such advance payment. The estimate furnished by PSE will be only a good
faith approximation of the total costs and expenses of PSE to be reimbursed by City
of Auburn for the services, and nothing herein will relieve City of Auburn of its
obligation to reimburse PSE for the full amount of the costs and expenses actually
incurred by PSE in connection with the services. If the actual costs and expenses
incurred exceed the advance payment, City of Auburn will pay such additional costs
and expenses in accordance with this Section 13, and if the advance payment exceeds
the actual costs and expenses incurred, the unused balance of the advance payment
may be applied by PSE to offset any other amounts owed by City of Auburn to PSE
(whether under this Agreement or otherwise) or, at PSE's option, returned to City of
Auburn.
This Section 13.1 does not obligate and will not be construed to obligate PSE to perform any
service or to take any action with respect to the Equipment, a Proposed Site, an Application,
an SLA or any request made by City of Auburn pursuant to this Agreement or otherwise.
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13.2 In addition to any other amounts payable by City of Auburn to PSE under this
Agreement or any SLA, City of Auburn shall pay PSE an Annual Fee for each Site in the
amount specified in the applicable SLA. The "Annual Fee" means the annual fee for City of
Auburn's use of the Site,and will be payable in accordance with the following:
13.2.1 the Annual Fee will be payable on or before the SLA Commencement
Date for the applicable SLA and thereafter on the first day of the first month
following each anniversary of the MLA Effective Date; provided that, at City of
Auburn's option, exercised by City of Auburn's payment to PSE of a non-refundable
payment moratorium fee in the amount set forth in the fee schedule attached as
Exhibit C (as such amount may be changed by PSE as of the end of the Initial Term
and each Renewal Term by giving City of Auburn written notice of the change at least
thirty (30) days prior to the end of the applicable period), the Annual Fee payable for
the first year on the SLA Commencement Date will be payable upon the earlier of:
(a)the date which is six (6) months after the SLA Commencement Date; (b)PSE's
receipt of notice of commencement from City of Auburn; or (c) City of Auburn's
receipt of a building or similar permit for the Site;and
13.2.2 the Annual Fee will be prorated in the first and last year of the
applicable SLA Term to coincide with the anniversary of the MLA Effective Date,
except that the Annual Fee for the relevant Site will continue past any expiration or
termination of the applicable SLA Term if and until all of the Equipment is removed
from the Site and restoration of the Site has occurred according to the provisions of
this Agreement and the applicable SLA.
13.2.3 City of Auburn will pay to PSE the full amount of each Annual Fee
payable under this Section 13.2,without deduction or offset, on or before the date on
which it is payable under Section 13.2.1. Each of City of Auburn's payments will be
accompanied by a written statement, in form and content reasonably acceptable to
PSE, identifying in detail each applicable Site and related SLA covered by the
payment and the calculation of all resulting Annual Fee(s).
13.3 All application fees, payment moratorium fees, Annual Fees and other fees
and amounts paid to PSE under this Agreement are non-refundable and in no event will City
of Auburn be entitled to a refund, in whole or in part, of any such fees. Further,
notwithstanding any provision of this Agreement to the contrary, PSE may delay or withhold
payment of any amounts due or to become due to City of Auburn from PSE under this
Agreement, in whole or in part, by reason of City of Auburn's failure to perform in
accordance with this Agreement, or for any other reasonable cause (e.g., to offset any
amounts owed by City of Auburn to PSE or any damages, costs or expenses incurred by PSE
on account of any default or breach by City of Auburn of its obligations hereunder).
13.4 City of Auburn acknowledges that late payment of any fee or other amounts
due to PSE under this Agreement or any SLA will cause PSE to incur certain administrative,
processing and accounting costs not otherwise contemplated by this Agreement, the exact
amount of which will be extremely difficult, if not impossible, to ascertain. Accordingly, if
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any fee or other amounts are not received by PSE within forty-five (45) days after such
amounts first become due, City of Auburn shall pay to PSE a late charge, as liquidated
damages and not as a penalty, equal to two percent (2%) of such overdue amounts as a
reasonable estimate of the administrative, processing and accounting costs PSE will incur by
reason of late payment by City of Auburn. Such late charge is intended to be in lieu of City
of Auburn's liability for such costs, but does not relieve or release City of Auburn from
liability for any other costs or damages suffered by PSE by reason of late payment. Payment
of such late charge in no event excuses or cures any default under or breach of this
Agreement by City of Auburn.
13.5 In addition to any late charge levied under this Agreement, City of Auburn
shall pay to PSE interest,compounded daily, at the rate of one percent(1%)per month or the
maximum rate permitted by applicable law, whichever is less, on any fees or other amounts
not paid to PSE when due under this Agreement or the applicable SLA, from the date due €
until the date paid. Payment of such interest will not excuse or cure any breach of or default
under this Agreement by City of Auburn.
Section 14. Taxes
City of Auburn shall pay (except as otherwise required by law) all fees and taxes
applicable to or incurred in connection with the Work, the Equipment or the system of which
the Equipment constitutes a part. Subject to the foregoing, PSE shall pay all taxes and other
assessments attributable to a Site (including debt and ground lease obligations).
Section 15. Term and Termination of MLA
15.1 The term of this Agreement will commence on the MLA Effective Date and,
unless earlier terminated as provided for in Section 15.2 or unless extended by written
agreement of the Parties,will continue for a period of twenty-five(25)years(the "Term").
15.2 The Term will terminate automatically upon the first of the following to occur:
15.2.1 the Parties agree in writing to terminate the Term;
15.2.2 City of Auburn becomes insolvent, makes an assignment for the
benefit of creditors or becomes the subject of any petition or order in bankruptcy,
whether voluntary or involuntary, or in any other proceeding under any bankruptcy,
insolvency or receivership law and, in the case of any involuntary bankruptcy,
insolvency or receivership petition, such petition is not dismissed within sixty (60)
days after the filing thereof;
15.2.3 City of Auburn is in default of any obligation owing under this
Agreement and fails to cure such default within thirty (30) days after receipt of
written notice from PSE regarding such default, except such thirty (30) day cure
period will be extended as reasonably necessary to permit City of Auburn to complete
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cure so long as City of Auburn commences cure within the thirty(30) day cure period
and thereafter continuously and diligently pursues and completes such cure; or
15.2.4 an Event of Default (as defined in Section 16.7 below) has occurred
with respect to fifteen percent(15%)or more of the SLAs executed by the Parties.
15.3 Upon termination of the Term for any reason, all SLAs in effect on the date of
termination will automatically and immediately terminate and, except as otherwise provided
herein or in Section 16 below (i.e., with respect to the survival of specific provisions), be of
no further force or effect. Sections 8, 11, 12, 13, 14, 15, 16, 17, 18 and 21 through 33,
together with all other provisions of this Agreement which may reasonably be interpreted and
construed as surviving the expiration or termination of the Term or any SLA term, will
survive any expiration or termination of the Term and any SLA Term.
Section 16. Term and Termination of SLA
16.1 The term of each given SLA will commence on the SLA Commencement
Date specified in the SLA and, unless earlier terminated as provided for elsewhere in this
Section 16 or any other provision of this MLA, will thereafter continue for an initial period of
five (5) years (the "Initial SLA Term"). Thereafter, the SLA Term for the SLA will
automatically renew for up to four (4) additional periods of five (5) years each (each a
"Renewal SLA Term," and collectively with the Initial SLA Term, the "SLA Term") unless
(a) City of Auburn gives PSE written notice of non-renewal no later than sixty (60)days prior
to the end of the Initial SLA Term or the then-current Renewal SLA Term (as applicable), or
(b) PSE gives City of Auburn written notice of non-renewal no later than sixty(60)days prior
to the end of the third or fourth Renewal SLA Term.
16.2 The SLA Term for each applicable SLA will terminate automatically upon any
expiration or termination of the Term of this Agreement.
16.3 PSE may at any time terminate the SLA Term for each applicable SLA and all
of City of Auburn's rights to use the applicable Site upon:
16.3.1 written notice to City of Auburn if any certificate, permit, license or
approval affecting City of Auburn's ability to use the Site in the manner originally
intended by City of Auburn is finally rejected;
16.3.2 written notice to City of Auburn if any previously issued certificate,
pennit, license or approval affecting City of Auburn's ability to use the Site is
canceled, expires or lapses, or is otherwise withdrawn or terminated by the applicable
governmental agency by a final,non-appealable order;
16.3.3 sixty (60) days prior written notice to City of Auburn if any Permitted
Activity unreasonably interferes with(a)PSE's or any other prior existing user's use of
the Site, or (b)access to or around the Site or any structure adjacent to the Site by
PSE or any other prior existing users of PSE's property on or adjacent to the Site;or
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16.3.4 written notice to City of Auburn upon the occurrence of any Event of
Default.
16.4 City of Auburn may terminate the SLA Term for a given SLA upon:
16.4.1 thirty (30) days prior written notice to PSE if City of Auburn
establishes to PSE's reasonable satisfaction that City of Auburn is entirely unable to
use the applicable Site for any Permitted Activities due to technological problems or
conditions at the Site that were not discovered and could not have been reasonably
discovered by City of Auburn prior to the execution of the SLA; or
16.4.2 written notice to PSE if PSE purports to own title to the property
underlying the Site in fee simple, as specified in the Site Development Plan, and City
of Auburn and PSE determine that PSE does not own title to the underlying property
in fee simple and does not have sufficient rights in and to the underlying property to
permit City of Auburn to use the Site for the Permitted Activities.
16.5 Within thirty (30) days after termination of an SLA, City of Auburn shall
remove all Equipment from the applicable Site and restore the Site to its original condition
except for reasonable use, wear and tear. City of Auburn will repair any damage to the Site
caused during the removal of the Equipment. Following the expiration of the above thirty
(30) day period, PSE shall furnish to City of Auburn a list of any removal, restoration, repair
or other work that remains to be completed at the applicable Site. City of Auburn will
thereafter complete the work specified on the list within twenty (20) days after receipt of the
list from PSE. If City of Auburn shall fail to complete the specified work within the twenty
(20) day period, PSE may complete the work, or have the work completed through the most
expeditious means available, at City of Auburn's sole risk and expense and City of Auburn
shall reimburse PSE for the entire expense thereby incurred.
16.6 The occurrence of any one or more of the following events constitutes an
"Event of Default"by City of Auburn under an SLA:
16.6.1 City of Auburn undertakes any activities on the applicable Site covered
by the SLA other than the Permitted Activities;
16.6.2 City of Auburn fails to pay when due the full amount of any fee or
other payment under this Agreement that relates to the SLA, where such failure
continues for fifteen(15)days after written notice thereof by PSE to City of Auburn;
16.6.3 City of Auburn fails to cure any other default under or breach of any
provision of this Agreement that relates to the SLA within thirty (30) days after PSE
gives City of Auburn written notice of such default or breach,except such thirty (30)
day cure period will be extended as reasonably necessary to permit City of Auburn to
complete cure so long as City of Auburn commences cure within the thirty (30) day
cure period and thereafter continuously and diligently pursues and completes such
cure;
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16.6.4 two (2) or more defaults by City of Auburn in the payment of any fee
or other payments under this Agreement that relates to the SLA which would allow
PSE to issue a notice of default in any twelve (12) month period, which such
occurrence will constitute a noncurable material default and breach of this Agreement
and the SLA; or
16.6.5 City of Auburn deserts, abandons, or vacates any portion of the
applicable Site covered by the SLA and fails to maintain any and all Equipment
remaining at the Site; provided that the foregoing will not apply if City of Auburn
merely ceases to transmit signals from the applicable Site so long as City of Auburn
continues to maintain any and all Equipment remaining at the Site and comply with
all of its other obligations under this Agreement with respect to the Site.
16.6.6 City of Auburn transfers or assigns, or attempts to transfer or assign,
the SLA other than as part of a permitted assignment of this Agreement in its entirety
in accordance with Section 22 below;
16.7 If an Event of Default occurs, PSE (without notice or demand except as
expressly required above)may, in addition to any other right or remedy to which PSE may be
entitled under this Agreement, the applicable SLA or applicable law, recover from City of
Auburn an amount equal to the sum of the following:
16.7.1 the actual costs of removing the Equipment and restoring the
applicable Site to its original condition,reasonable wear and tear excepted;
16.7.2 the Annual Fees for the applicable Site until such time as the Site is
restored to its original condition, plus interest thereon from the date due until paid
according to the terms of this Agreement;
16.7.3 the amount by which the Annual Fees and other benefits that PSE
would have received under this Agreement for the remainder of the applicable SLA
Term after the date of termination exceeds the amount of the fair market rental value
for the remainder of the SLA Term that City of Auburn proves could be reasonably
avoided, discounted at the discount rate on the date of termination of the Federal
Reserve Bank of the federal reserve district where the Site is located plus one percent
(1%);and
16.7.4 all other sums of money and damages to which PSE may be entitled
hereunder or under applicable law.
Section 17. Release,Indemnity and Hold Harmless
17.1 City of Auburn releases and shall defend, indemnify and hold harmless PSE,
its directors, officers, employees and agents (individually, a "PSE Indemnitee" and
collectively, the "PSE Indemnitees") from and against any and all claims, losses, costs,
liabilities, damages and expenses (including, but not limited to, reasonable attorneys' fees)
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arising (whether before or after termination of the Term) out of or in connection with (a) the
conduct of the Permitted Activities (including, without limitation, the location of any
Equipment at a Site, the performance of the Work, or the operation of the Equipment or the
system of which the Equipment is a part), (b) the enforcement of this Agreement or any SLA
by PSE, (c)any default under or breach of this Agreement or any SLA by City of Auburn, or
(d)the acts or omissions of City of Auburn or any of its Support, the respective successors
and assigns of City of Auburn or any of its Support, the directors, officers, employees and
agents of each of the foregoing, or anyone acting on City of Auburn's behalf in connection
with this Agreement or any SLA. To the fullest extent permitted by applicable law, the
foregoing release, indemnity and hold harmless will apply regardless of any act, omission,
fault, negligence or strict liability of the PSE Indemnitees; provided, however, that City of
Auburn shall not be required to so indemnify any PSE Indemnitee or PSE Indemnitees
against any claim, loss, cost, liability, damage or expense to the extent the same is caused by
or results from the negligence or willful misconduct of any PSE Indemnitee or PSE
Indemnitees. In connection with any action to enforce this Section 17, City of Auburn waives
any immunity,defense or protection under any workers'compensation, industrial insurance or
similar laws (including, but not limited to,the Washington Industrial Insurance Act, Title 51,
of the Revised Code of Washington). PSE is willing to permit the Equipment on a Site for
the fees described in this Agreement only in consideration of and in reliance upon such
release, indemnity and hold harmless. Consequently, such release, indemnity and hold
harmless will be construed broadly in favor of the PSE Indemnitees.
17.2 PSE shall defend, indemnify and hold harmless City of Auburn, its directors,
officers, employees and agents (individually, a"City of Auburn Indemnitee" and collectively,
the "City of Auburn Indemnitees") from and against any and all claims, actions, suits or
proceedings brought against a City of Auburn Indemnitee by a third party, and any resulting
costs, liabilities, damages and expenses (including, but not limited to, reasonable attorneys'
fees),to the extent the same arises (whether before or after termination of the Term) from the
violation by PSE of applicable laws in its use of the Site (including, but not necessarily
limited to,a violation of any environmental laws and/or regulations governing the generation,
storage, processing, handling, transporting, spilling, disposal or release of hazardous
substances or materials); provided, however, that PSE shall not be required to defend,
indemnify or hold harmless any City of Auburn Indemnitee or City of Auburn Indemnitees
against any claim,action, suit, proceeding(or any resulting cost,liability, damage or expense)
to the extent the same is caused by or results from any act, omission, fault, negligence, strict
liability, willful misconduct or violation of law of or by any City of Auburn Indemnitee or
City of Auburn Indemnitees.
17.3 In connection with any claim, action, suit or proceeding, or any resulting costs,
liabilities, damages or expenses, for which defense or indemnification is sought under
Section 17.1 or Section 17.2 (a "Claim"), the indemnified Party will (a) notify the
indemnifying Party of the Claim promptly after being made aware of the Claim, (b)allow the
indemnifying party to control the defense and settlement of the Claim, (c) assist the
indemnifying party, at its request and expense, in the defense and settlement of the Claim,
and(d) not settle the Claim without the prior written consent of the indemnifying party.
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Section 18. Limitations of Liability
18.1 NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, BUT WITHOUT LIMITING PSE'S INDEMNIFICATION OBLIGATIONS
FOR THIRD PARTY CLAIMS UNDER SECTION 17.2, PSE SHALL NOT HAVE ANY
LIABILITY TO City of Auburn FOR ANY LOSS OF PROFIT OR REVENUE, LOSS OF
USE OF THE EQUIPMENT OR THE SYSTEM, CLAIMS OF CUSTOMERS OF CITY OF
AUBURN FOR SERVICE INTERRUPTIONS, OR DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, ECONOMIC OR CONSEQUENTIAL DAMAGES, AS A RESULT OF OR
RELATED TO THE EQUIPMENT, THE EXISTENCE OF THE EQUIPMENT AT A SITE,
ANY SLA OR THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT
(INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, PRODUCT LIABILITY OR
STRICT LIABILITY) OR OTHERWISE, EVEN IF PSE HAS BEEN ADVISED OF THE
POSSIBILITY OF THE SAME.
18.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, BUT WITHOUT LIMITING City of Auburn'S INDEMNIFICATION
OBLIGATIONS FOR THIRD PARTY CLAIMS UNDER SECTION 17.1, City of Auburn
SHALL NOT HAVE ANY LIABILITY TO PSE FOR ANY LOSS OF PROFIT OR
REVENUE, CLAIMS OF CUSTOMERS OF PSE FOR SERVICE INTERRUPTIONS, OR
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AS A
RESULT OF OR RELATED TO THE EQUIPMENT, THE EXISTENCE OF THE
EQUIPMENT AT A SIFE, ANY SLA OR THIS AGREEMENT, WHETHER ARISING IN
CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE,
PRODUCT LIABILITY OR STRICT LIABILITY) OR OTHERWISE, EVEN IF City of
Auburn HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.
18.3 WITHOUT LIMITING PSE'S INDEMNIFICATION OBLIGATIONS FOR
THIRD PARTY CLAIMS UNDER SECTION 17.2, PSE'S LIABILITY (WHETHER IN
TORT, CONTRACT OR OTHERWISE AND NOTWITHSTANDING ANY FAULT,
NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY
OR STRICT LIABILITY OF PSE) UNDER THIS AGREEMENT OR WITH REGARD TO
A SITE SHALL IN NO EVENT EXCEED THE COMPENSATION ACTUALLY PAID TO
PSE UNDER THIS AGREEMENT WITH RESPECT TO SUCH SITE.
Section 19. Worker's Compensation,Insurance and Bonds
19.1 City of Auburn shall ensure that City of Auburn and all persons undertaking
any Permitted Activities, including without limitation City of Auburn's Support, maintain in
effect at all times coverage or insurance in accordance with the applicable laws relating to
workers' compensation and employer's liability insurance (including, but not limited to, the
Washington Industrial Insurance Act and the laws of the state in which any such person was
hired), regardless of whether such coverage or insurance is mandatory or merely elective
under the law.
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19.2 City of Auburn shall secure and maintain in effect at all times during the Term
the following insurance:
19.2.1 fire insurance, with endorsements for extended coverage vandalism
and malicious mischief,on each Site, in an amount not less than ninety percent(90%)
of the full replacement cost of a Site (including, without limitation, all equipment and
facilities located thereon); and
19.2.2 Current Space-Based Commercial General Liability Coverage,
including personal injury, bodily injury, property damage, operations hazard,
independent contractor coverage, automobile liability coverage, contractual liability,
products and completed operations liability and stop gap coverage, in limits not less
than five million dollars ($5,000,000) for each occurrence (combined single limit)
with City of Auburn named as insured therein and PSE named as an additional
insured therein as their respective interests may appear.
19.3 Unless otherwise approved by PSE in writing, all required insurance policies
are to be placed with insurers with a Best's rating of no less than A:VII. Prior to
commencement of performance of any Work at a Site, City of Auburn will deliver to PSE a
Certificate of Insurance in the form attached as Exhibit D and copies of all endorsements
naming PSE as additional insured. All policies must contain an undertaking by the insurers
to notify PSE in writing not less than thirty(30) days before any material change, reduction in
coverage, cancellation or termination of the insurance. City of Auburn and PSE will each
year review the limits for the insurance policies required by this Agreement. Policy limits
will be adjusted to proper and reasonable limits as circumstances warrant, but policy limits
will not be reduced below those stated in Section 19.2 and no increases in the policy limits
will be effective unless City of Auburn and PSE mutually agree.
19.4 City of Auburn shall also furnish PSE with such additional assurance and
evidence of such insurance(such as copies of all insurance policies)as PSE may from time to
time request. Within thirty (30) days after any notice of termination, cancellation, expiration
or alteration in any policy of insurance required under this Agreement, City of Auburn shall
deliver to PSE a Certificate of Insurance acceptable to PSE with respect to any replacement
policy.
19.5 City of Auburn shall ensure that any policies of insurance that City of Auburn
or any of its Support carry as insurance against property damage or against liability for
personal injury (including death) or property damage will include a provision therein
providing a waiver of the insurer's right to subrogation against the PSE Indemnitees. To the
extent permitted by its insurance policies, City of Auburn hereby waives all rights of
subrogation against the PSE Indemnitees.
19.6 All insurance carried by City of Auburn or any of its Support must be primary
insurance with respect to the interests of PSE, and any insurance or self-insurance maintained
by PSE is in excess and not contributory insurance with the insurance required hereunder.
City of Auburn Page 25 of 40
Master License Agreement _tt y _,2017
•
19.7 At PSE's request, City of Auburn shall furnish to PSE, at such time and in an
amount and form specified by PSE, a surety bond that covers and ensures the full and timely
performance of City of Auburn's obligations under this Agreement and each SLA relating to
the performance of all Work and the removal of all Equipment. PSE may periodically adjust
such surety bond amount from time to time at its sole discretion. Furthermore, the surety
bond must be issued by a surety company with a minimum Best's rating of A-VII.
19.8 The requirements of this Agreement as to insurance and bonds and
acceptability to PSE of insurers and insurance or surety companies and bonds to be
maintained by City of Auburn are not intended to and will not in any manner limit or qualify
the liabilities and obligations of or assumed by City of Auburn under this Agreement.
Section 20. Casualty or Condemnation of a Site
20.1 If there is a casualty to any structure upon which the Equipment is located,
PSE will use commercially reasonable efforts to repair or restore the structure within sixty
(60) days. Upon completion of such repair or restoration, City of Auburn will be entitled to
reinstall the Equipment. In the event such repairs or restoration will, in PSE's reasonable
estimation,require more than sixty(60) days to complete:
20.1.1 City of Auburn or PSE will be entitled to terminate the SLA Term for
any Site affected by such casualty; or
20.1.2 unless the applicable SLA Term is terminated as provided in
Section 20.1.1, City of Auburn may immediately install temporary Equipment,
including any necessary supporting structure,
(a) at the applicable Site,or
(b) at another unused portion of PSE's property adjacent to the Site, to the
extent City of Auburn has the rights to do so,
while PSE makes repairs to the Site and so long as the temporary Equipment and
associated Work does not interfere with PSE's own restoration and operation of its
facilities.
20.2 If there is a condemnation of a Site, including, without limitation, a transfer of
the Site by consensual deed in lieu of condemnation, then the applicable SLA Term will
terminate upon transfer of title to the condemning authority, without further liability to either
Party under this Agreement or the applicable SLA. City of Auburn may pursue a separate
condemnation award for the Equipment and any relocation or other costs from the
condemning authority provided that such award does not reduce the amount of PSE's award.
Section 21. Subordination
21.1 City of Auburn agrees that this Agreement and each SLA is subject and
subordinate at all times to the lien of all mortgages and deeds of trust securing any amount or
Page 26 of 40
City of Auburn ' /��
Master License Agreement _� /D ,2017
amounts whatsoever which may now exist or hereafter be placed on or against a Site or on or
against PSE's interest or estate therein, and any underlying ground lease or master lease on a
particular Site, all without the necessity of having further instruments executed by City of
Auburn to effect such subordination.
21.2 This Agreement is further subject to any and all restrictions or other terms or
conditions contained in the underlying ground lease, master lease, easement, license,
franchise, permit or other instrument of authorization or conveyance (an "Instrument") with
respect to a Site. City of Auburn agrees to commit no act or omission which would constitute
a violation of the terms and conditions of any Instrument for a Site.
21.3 PSE shall not be required to obtain any consent required under any Instrument
from the landlord or other party to such Instrument for purposes of this Agreement, unless
hereafter agreed upon by PSE in writing.
21.4 If a restriction contained in an Instrument for a Site prevents City of Auburn
from installing, maintaining or operating the Equipment or accessing the Site, City of Auburn
will be entitled to terminate the SLA Term for the applicable SLA.
21.5 Upon the termination or expiration of any Instrument with respect to a Site,
the applicable SLA Term will automatically terminate without liability to either Party. City
of Auburn acknowledges that many of PSE's underlying Instruments grant to the property
owner the right to terminate such Instruments, and that in the event of such termination, the
applicable SLA Term will terminate concurrently therewith without Iiability to either Party.
21.6 Upon any sale or other transfer (including, without limitation, pursuant to any
mortgage, deed of trust or other security instrument) of all or any portion of a Site, the
applicable SLA Term will automatically terminate except to the extent the purchaser or
transferee and City of Auburn enter into an agreement for City of Auburn's continued use of
the Site and release PSE from any further obligation or liability with respect to the Site. PSE
shall have no obligation to request or obtain such agreement from the purchaser or transferee.
21.7 PSE will not materially breach the terms or conditions of any Instrument with
respect to a particular Site in a manner that causes City of Auburn to lose its use of the Site.
Section 22. Assignment; Successors and Assigns
City of Auburn shall not assign this Agreement or any portion of its rights in this
Agreement(including,without limitation,any individual SLA),except as follows:
22.1 to City of Auburn's lender(s) for security purposes in connection with
the financing and refinancing, from time to time, by City of Auburn, provided that
upon any transfer pursuant to any foreclosure of such security, or any sale or other
transfer in lieu of such foreclosure, the person or entity acquiring the interests subject
to such transfer assumes all of the obligations of City of Auburn under this
Agreement; or
City of Auburn Page 27 of 40
Master License Agreement j4/4223_,2017
22.2 to any other person or entity with the prior written consent of PSE,
which consent will not be unreasonably withheld,conditioned or delayed.
Except as specifically provided in Sections 22.1 and 22.2 above, any assignment or
apportionment, or purported assignment or apportionment, of this Agreement, whether it be
express, by operation of law or otherwise, will be voidable by PSE. For purposes of clarity,
the Parties acknowledge and agree that City of Auburn may not assign or transfer any
individual SLA other than as part of a permitted assignment of this Agreement in its entirety
that is expressly authorized in this Section 22. In any event,no assignment or apportionment
of this Agreement will relieve City of Auburn from any of its liabilities or obligations under
this Agreement. Subject to the foregoing restrictions on assignments without the prior
written consent of PSE, this Agreement will be fully binding upon,inure to the benefit of and
be enforceable by the successors and assigns of the respective Parties hereto.
Section 23. No Partnership
This Agreement will not be interpreted or construed to create an association, joint
venture or partnership between the Parties or to impose any partnership obligations or
liability upon either Party. Neither Party shall have any right, power or authority to enter into
any agreement or undertaking for or on behalf of,to act as or be an agent or representative of,
or to otherwise bind the other Party.
Section 24. Entire Agreement
The rights and obligations of the Parties hereunder are subject to and governed by this
Agreement. This Agreement (together with each applicable SLA) sets forth the entire
agreement of the Parties, and supersedes any and all prior agreements, with respect to the
subject matter hereof Neither this Agreement nor any SLA may be modified except by a
writing executed contemporaneously herewith or subsequent hereto signed by both Parties.
Section 25. Severalty
The invalidity or unenforceability of any provision of this Agreement will not affect
the other provisions hereof, and this Agreement will be construed in all respects as if such
invalid or unenforceable provisions were omitted.
Section 26. Headings
The headings of sections and paragraphs of this Agreement are for convenience of
reference only and are not intended to restrict, affect or be of any weight in the interpretation
or construction of the provisions of such sections or paragraphs.
Section 27. Nonwaiver
The failure of either Party to insist upon or enforce strict performance by the other
Party of any of the provisions of this Agreement, or to exercise any rights under this
Agreement, will not be construed as a waiver or relinquishment to any extent of its right to
City of Auburn Page 28 of 40
Master License Agreement ,2017
assert or rely upon any such provisions or rights in that or any other instance; rather,the same
will be and remain in full force and effect.
Section 28. Attorneys' Fees
The prevailing Party in any suit, action, or arbitration filed or held concerning this
Agreement or any SLA will be entitled to recover, in addition to all other relief, its reasonable
attorneys' fees incurred in connection therewith, both at trial and on any appeal.
Section 29. Notices
Any notice, request, approval, consent, instruction, direction or other communication
given by either PSE or City of Auburn to the other under this Agreement will be in writing
and must be delivered in person or mailed, properly addressed and stamped with the required
postage,to:
If to PSE: Puget Sound Energy, Inc.
19900 North Creek Parkway, Bldg. G
Mail Stop: BOT-01G
Bothell, WA 98011
Attn: Contract Services
If to City of Auburn: City of Auburn
25 W Main Street
Auburn, WA 98001
Either Party may from time to time change such address by giving the other Party notice of
such change in accordance with the provisions of this Section 30.
Section 30. Regulatory Approvals
To the extent this Agreement and any parts of this Agreement are subject to the
authority of regulatory agencies having jurisdiction over PSE or City of Auburn, each Party
shall promptly submit this Agreement to the regulatory agencies having such jurisdiction over
such Party and shall take such additional action as may reasonably be required to promptly
obtain any required approvals or other action by such agencies.
Section 31. Representation by Counsel
The Parties acknowledge and agree that they have been represented by counsel and
that each of the Parties has participated in the drafting of this Agreement. Accordingly, it is
the intention and agreement of the Parties that the language, terms and conditions of this
Agreement are not to be construed in any way against or in favor of any Party hereto by
reason of the responsibilities in connection with the preparation of this Agreement.
City of Auburn Pa 29 of 40
Master License Agreement 043 ,2017
Section 32. Force Majeure
If a Party is delayed or hindered in, or prevented from performance required under
this Agreement (other than any delay or failure relating to payment of money, including,
without limitation, all reimbursable costs and expenses described elsewhere in this
Agreement) by reason of earthquake, landslide, strike, lockout, labor trouble, failure of
power, riot, insurrection, war, acts of God or other reason of like nature not the fault of such
Party, such Party is excused from such performance for the period of delay. The period for
the performance of any such act will then be extended for the period of such delay.
Section 33. Applicable Law
This Agreement will in all respects be interpreted, construed and enforced in
accordance with the laws of the State of Washington.
City of Auburn: PSE:
City o' burn Puget Sound Energy, Inc.
By• /L B • -�
Print Name: Mg , . Print Name: f
Its: L.Jt?.czAnn- c - J M 4) oiinrict. Its: j (, Co x -L ‹!oc c$
Date Signed: /0 '2-3- 7 _ Date Signed: / T /�
Address: Address: //
19900 North Creek Parkway,Bldg. G
25 W Main Street Mail Stop: BOT-01G
Auburn,WA 98001 Bothell, WA 98011
Attn:Network Engineering Attn: Contract Services
City of Auburn Page 30 of 40
Master License Agreement /62/43—,2017
STATE OF WASHINGTON )
COUNTY OF KING )
On this Z 3 day of DGl�'e-✓ , 2017 before me, a Notary Public in
and for the State of Washington, duly commissioned and sworn, personally appeared
�0•1‘)-Q �tCAAA-gC1/4V1 , to me known to be the pers n who signed as the
1"1-1) qi2— of the City of Auburn,the "Pe s 0'v that executed
the within and foregoing instrument and acknowledged said instrument to be the free and voluntary
act and deed of said ��12-S b 9J , for the uses and purposes therein mentioned;
and on oath stated that he/she was authorized to execute the said instrument on behalf of said
C/11%1 0.0 Ati &u A N •
WITNESS my hand and official seal hereto affixed the day and year in this certificate above
written. •
State of Washi on
County of _ NJ 61 _ __
Pri ame: 1\A a� Ti`�r/1�10..✓t
Notary Public in an for the State of Washington,
Signed and sworn to(or affirmed before me on I
l O'z 31zp y p�yLr HA-US)/it� t
Residing at rt1 (,dU N T My commission expires 11 10 , Z 0 1
r c I F
Notary Public
STATE OF WASHINGTON )
COUNTY OF KING )
On this \--1/1 day of OGS b-er , 2017 before me, a Notary Public in
and for the State of Washington, duly commissioned and sworn, personally appeared
Our‘ 3. Q_eryvsy,n 6 , to me known to be the person who signed as the
or p r, 1ont•akc{ 50,14us of PUGET SOUND ENERGY, INC., the Corporation that
executed the within and foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said Corporation,for the uses and purposes therein mentioned; and on oath
stated that he/she was authorized to execute the said instrument on behalf of said Corporation.
WITNESS my hand and official seal hereto affixed the day and ear in this certificate above
written.
`\‘‘‘‘\\\11{iiti
Iclax A f tt5
+,�� �E1.A TP�f���h Print Name: h T,
��?,�Ssrok' A �j���� Notary Public in and for the State of Washington,
c� ?oT�q� '� Residing at `�rh.p�Lr W A �
11 U _ _ a My commission expires Q5—�'S—2_6 _
N /, A'' BO
'' S 0.
i WA8 k' •
City of Auburn Page 3 I of 40
Master License Agreement 2 _, 2017
EXHIBIT A
Site License Addendum
to
Master License Agreement for Location of Facilities
This Site License Addendum ("SLA"), dated as of , 20_, is made
by and between Puget Sound Energy,Inc., a Washington corporation("PSE"),and the City of
Auburn, ("City of Auburn"), with reference to that certain Master License Agreement for
Location of Facilities, dated , 20 , between PSE and City of Auburn (the
"MLA"). In connection with the MLA, the Parties have agreed to incorporate and make a
part of the MLA the terms set forth in this SLA. All capitalized terms not otherwise defined
in this SLA will have the meanings set forth in the MLA.
Section 1. Description of Site. The following Site(s)will be covered by this SLA:
[Insert detailed description of covered Site(s)]
Section 2. Equipment. The permitted Equipment for the Site(s) covered by this SLA are:
See attached Appendix 1.
Section 3. Site Development Plan. The Site Development Plan for the Site(s) covered by
this SLA is as follows:
See attached Appendix 2.
Section 4. SLA Term. The SLA Term for this SLA will be as set forth in Section 16.1 of
the MLA based on the following SLA Commencement Date:
SLA Commencement Date: [ ]
Section 5. Compensation. The Annual Fees and other amounts payable by City of Auburn
in connection with the Site(s)covered by this SLA will be as follows:
See attached Appendix 3.
Section 6. Additional Terms
[Insert any additional terms agreed upon by City"of Auburn and PSE for the
Site]
Section 7. Miscellaneous
This SLA, and the use of the Site(s) covered by this SLA, will be governed in all
respects by the terms and conditions set forth in the MLA, as supplemented by this SLA. In
City of Auburn EXHIBIT A to Page 32 of 40
Master License Agreement /p/2 ,2017
the event of a conflict between the terms and conditions of this SLA and the terms of the
MLA, the terms of the MLA will govern and control. The terms and conditions of the MLA,
as supplemented by this SLA, set forth the entire agreement between City of Auburn and PSE
with respect to the Site(s) covered by this SLA.
City of Auburn: PSE:
City of urn Puget Sound Energy, Inc.
By: By:
( i2Au-- 1-141A-u ) ( )
It • J1 f(,tz77VrL c (UUOvAI ti f Its:
RANO 1-04-4
Date Signed: v 10.2 3-17 Date Signed:
1
City of Auburn EXHIBIT A to �(� �
Page/, 33 of 40
Master License Agreement 1 ,2017
APPENDIX 1
Equipment
City of Auburn APPENDIX 1 to Pae 34 of 40
Master License Agreement /0/2 3 ,2017
APPENDIX 2
Site Development Plan
•
City of Auburn APPENDIX 2 to Page 35 of 40
Master License Agreement .19423_,2017
APPENDIX 3
Annual Fees
T. DEFINITIONS
A. "Raw Land Sites" are those sites owned in fee or leased by PSE that either require
installation of new structures to support antenna and associated masthead electronics, or where
such structures already exist. These sites may be portions of larger sites. They may also be.
located on partial rights held by PSE that are broad enough to accommodate City of Auburn
facilities(typically this does not include easements). Such sites do not include structures or
improvements owned or leased by PSE. Such sites are intended to make available an area no
greater than 1,000 square feet for the typical installation of a tower, antennae,coaxial cable,
equipment cabinet and equipment pad and/or other related incidental improvements authorized
under terms of the Site Permit.
B. "Attachment Facilities"are those sites that include the utilization of an existing PSE
tower,pole,structure or other improvement suitable for attachment of antenna and associated
masthead electronics.
Notes:
• Annual rental on any"site"may include charges from either or both Section II(Raw
Land)and Section III(Attachment),below. Combined attachment and property may
receive a three thousand dollars($3,000.00)lease reduction and will be noted as such in
the Permit.
• It is understood that City of Auburn will secure such additional rights as needed for its
facilities.
• Cost of utilities to service the permitted use to be borne by City of Auburn.
• Cost of new tower/structure for City of Auburn facilities to be borne by City of Auburn.
• The rental rates described below do not apply to sites connecting eastern and western
Washington(i.e.,through Snoqualmie or Stevens Pass).
II. ANNUAL RENTAL RATES FOR RAW LAND SITES (LAND ONLY)
ANNUAL RENT: $20,736.00
Escalation:
1. Annual rents for Raw Land Sites shall increase at the rate of 20%at five-year intervals,
on the anniversary of the Original Execution Date of the Master Agreement( 944 a 3,d0/1)•
2. PSE reserves the right to adjust the above Annual Rent Schedule to market value at the
ten-year anniversary(or any year thereafter)of the Original Execution Date of the Master
Agreement. If PSE elects to implement an adjustment under this paragraph 2,such adjustment
will be in lieu of the increase that would otherwise take effect under paragraph 1,above, (i.e. on
the tenth anniversary of the Original Execution Date of the Master Agreement).
III: ANNUAL RENTAL RATES FOR ATTACHMENT FACILITIES
A. Micro-site or DAS -
1.) one omni or one-two(2)ft panel antenna $2,073.60/pole/yr
City of Auburn APPENDIX 3 to Page 36 of 40
Master License Agreement 1/O 2017
2.) DAS node(tenant model) -up to six panel antenna
(generally assumed as 2' -4') $2,592.00/pole/yr- one tenant
$4,320.00/pole/yr-second tenant
$7,776.00/pole/yr-third tenant
B. Standard Wireless site-three to six panel antenna(generally assumed as 5'- 8')
1.) Attachments to distribution poles(Less than 50kV) $6,220.80/pole/yr.
2.) Attachments to transmission poles (Greater than 50kV)
and steel structures $10,368.00/pole/yr.
C. Small Cell:
Single antenna installation;
1.) One omni—up to 4' ..$720.00/pole/yr.
2.) One panel—up to 4' ..$720.00/pole/yr.
3.) One canister—up to 2.5' $720.00/pole/yr.
Two antenna installation;
1.) Two omni—up to 2.5' $720.00/pole/yr.
2.) Two panel--up to 2.5' $720.00/pole/yr.
3.) Canister— Not applicable
If more than one antenna longer than 2.5' and up to 4' is attached,the annual
rental rate equals the single antenna rate x the number of antenna($720.00 x
number of antenna=annual rental).
In addition to the Small Cell antenna rates noted above,the standard PSE
ground rate(Annual Rental Rates for Raw Land Sites) identified in Section II
above will also apply when radio and/or other equipment or facilities are located
on real property owned in fee or leased by PSE.
Fiber attachments facilities will be installed under the Pole Attachment
Agreement.
D. Other:
1.) Annual rental rates for attachments to communications towers owned/leased
by PSE shall be determined on a case by case basis.
2.) Annual rates for attachments to buildings owned/leased by PSE shall be
determined on a case by case basis.
NOTES:
• Attachment to a pole/tower previously replaced by another wireless carrier/provider
will require a reimbursement of a proportionate share of the pole, design&
construction costs by City of Auburn to the existing occupants.
• Wireless Expansion site—a second array construction will result in a 50%
increase to existing pole rate.
Rents for attachments to PSE structures and improvements shall increase at the
rate of 20% at five-year intervals, on the anniversary of the Original Execution Date
eclidalk 0?3,aoa'T) of the Master Agreement.
City of Auburn APPENDIX 3 to Pa e 37 of 40
Master License Agreement /0/a 3 ,2017
EXHIBIT B
Application Form
Cityof Auburn EXHIBIT B to Page 38 of 40
Master License Agreement _ ,2017
•
PSE PUGET SOUND ENERGY
1 h Energy To Do Great Things
Wireless Submittal Package Information and Documentation Guidelines
*Represented Entity/Carrier: ►EntitylCarrier Site Number:
►EntitylCarrierSite Name:
►EntitylCarrier Contact Person: *Phone:
►EntitylCarrier Address:
*Site Acquisition Contact Person:
*Company:
*Address:
►Phone: ►Office: 10-Mobile: ►Fax:
►E-mail:
*Site Address: (nearest accurate mailing address): House Number and Street, City, WA,Zip
*Permitting jurisdiction of site:
Vicinity map: (Copy of Thomas Guide or other is acceptable): Attach 4 copies
*Plat map and legal description of site if on PSE property; identify if in pole and/or cabinets are in ROW or
Private Property: Attach
►1/4 Sec, Township and Range of proposed site:
►12 digit Grid Number from pole: - (IMPORTANT: if not available from proposed
site-pole, locate one 12 digit pole#(example "228123-168345") from adjacent poles and indicate the location of
this pole's # in relation to the proposed site-pole in your site sketch)
*Approximate Height of Existing Pole:
*If requesting to replace pole with a new pole, height of new pole:
*Pictures of Existing Pole -(4 copies of color photos or color copies): Attach 4 copies
(Full height shots; two or three relevant angles; color photos of both the pole and surrounding base area)
*Written Description and Drawn Sketch of proposed installation (both ground & pole: Attach 4 copies including:
(#and type of antenna); (#of conduit on pole); (Electric Service location); (location of BTS and UG runs)
*Special Permitting Conditions to consider:
►Other Considerations (if any):
With $2,000.00 application fee submit to: (Completed form and 4 complete copies of all attachments required)
Puget Sound Energy If you have any questions, please contact:
Pole Services Tim Gasser, Project Manager
P.O. Box 97034—ESTO6E (425)456-2776—tim.gasser(a�pse.com
Bellevue,WA 98009-9734 Bill Martin, Supervisor Pole Services
Fax: (425)462-3587 (425) 462-3363— Bill.Martin(cr�pse.com
Incomplete applications will not be processed. Revised 61
f
• �V
4
EXHIBIT C
Fee Schedule
Application Fee $2,000
Candidate Screening Fee $ 250
SLA Re-Issue Fee $ 500
Modification App Fee $1,000
Moratorium Fee $1,000
Early Termination Fee 50% of remaining tenn*
City of Auburn EXHIBIT C to Page 39 of 40
Master License Agreement ,2017
f
•
EXHIBIT D
Certificate of Insurance
Attach
•
City of Auburn EXHIBIT D toPae 40 of 40
Master License Agreement lD 3 ,2017