HomeMy WebLinkAboutResolution No. 09-056
CITY OF THE COLONY, TEXAS
RESOLUTION NO. 09- 0
A RESOLUTION OF THE CITY OF THE COLONY, TEXAS,
APPROVING A COMMUNICATION FACILITY LICENSE
AGREEMENT WITH CLEAR WIRELESS, LLC FOR
INSTALLATION OF COMMUNICATIONS EQUIPMENT AT 5033
CLOVER VALLEY; AUTHORIZING THE CITY MANAGER TO
EXECUTE THE AGREEMENT; PROVIDING AN EFFECTIVE
DATE
WHEREAS, it is the desire of Clear Wireless, LLC to install communications
equipment at 5033 Clover Valley in the City of The Colony, Texas; and,
WHEREAS, it is determined that approving the Communication Facility License
Agreement is hereby in the best interest of the City of The Colony.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF THE COLONY, TEXAS:
Section 1. That the City Council of the City of The Colony, Texas hereby
approves the Communication Facility License Agreement with Clear Wireless, LLC for
installation of communications equipment at 5033 Clover Valley.
Section 2. That the City Manager is hereby authorized to execute the
Agreement.
Section 3. That this resolution shall take effect immediately from and after its
passage.
Section 4. That a copy of the Agreement is attached as Exhibit A.
PASSED AND APPROVED by the City Council of the City of The Colony,
Texas, this 17th day of August, 2009.
J McCou , Mayor
ity of Th Colony, Texas
TEST:
0~
Christ' Wilson, TRMC, y Secr ary e
APPRO AS O F,9 KM:
-
Robert E. Hager, C' Attorney
1~` ,
STATE OF TEXAS § COMMUNICATION
§ FACILITY LICENSE
COUNTY OF DENTON § AGREEMENT
THIS License Agreement ("Agreement") is entered into this 1 /7day of
2009, between Clear Wireless LLC, a Nevada limited liability company, ("Licensee' , and City
of The Colony, Texas, a municipal corporation ("Licensor"), acting by and through their
authorized representatives.
For good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Premises. Licensor is the owner of a parcel of land (the "Land") and the Water Tower at
Pump Station No. 2 (the "Water Tower") located at 5033 Clover Valley and as located in the
City of The Colony, County of Denton, State of Texas, 75056 (the Water Tower and Land are
collectively, the "Property"). The Land is more particularly described in Exhibit "A" attached
hereto. Licensor hereby Licenses to Licensee, and Licensee Licenses from Licensor, space on the
Water Tower and all licenses for access and utilities , if any, (collectively, the "Premises").
2. Use. The Premises may be used by Licensee for any activity in connection with the
provision of telecommunications services. Licensor agrees to cooperate with Licensee, at
Licensee's expense, in making application for and obtaining all licenses, permits and any and all
other necessary approvals that may be required for Licensee's intended use of the Premises.
3. Tests and Construction. Licensee shall have the right at any time following the last date
of execution of this Agreement by all parties to enter upon the Property for the purpose of
making appropriate engineering surveys, inspections, and other reasonably necessary tests. Prior
to the construction of Licensee's Facilities (herein defined), Licensee shall submit all plans and
specifications related to the placement of Licensee's facilities on the Water Tower to Licensor
for approval. Licensor reserves the right to disapprove Licensee's method of attachment of
Facilities to the Water Tower. Upon Licensee's request, Licensor agrees to provide to Licensee
copies of all plans, specifications, surveys and Water Tower maps or site plans for the Premises
and Water Tower. The Water Tower map or site plan shall include the elevation of all antennas
on the Water Tower and the frequencies upon which each operates.
4. Term. The term of this Agreement shall be Five (5) years commencing on start of
construction of Licensee Facilities ("Commencement Date") and terminating on the fifth
anniversary of the Commencement Date (the "Term") unless otherwise terminated as provided
herein. This Agreement will automatically renew for four (4) additional five (5) year term(s)
(each five (5) year term shall be defined as the "Extension Term"), upon the same terms and
conditions unless the Licensee notifies the Licensor in writing of Licensee's intention not to
renew this Agreement at least sixty (60) days prior to the expiration of the existing Term.
Page I of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
5. Rent.
(a) Within 15 days of the Commencement Date and on the first day of each month
thereafter, Licensee shall pay to Licensor as rent Two Thousand Four Hundred Dollars
($2,400.00) per month ("Rent"). Rent for any fractional month at the beginning or at the end of
the Term or Renewal Term shall be prorated. Rent shall be payable to Licensor at City of The
Colony, 6800 Main St., The Colony, Texas 75056, Attn: Finance Director.
(b) Rent and Access Fees shall be increased at the commencement of each Renewal
Term by an amount equal to fifteen percent (15%) of the Rent in effect for the previous Term or
Renewal Term.
6. Facilities; Utilities; Access.
(a) Licensee has the right to erect, maintain and operate on the Premises
communications facilities, including without limitation utility lines, transmission lines,
equipment shelter(s), electronic equipment, transmitting and receiving antennas and supporting
equipment and structures thereto ("Licensee Facilities"), which facilities are depicted in the
schematic or diagrams shown on Exhibit "B" which exhibit is attached hereto and is, by this
reference, incorporated herein as if fully set out. In connection therewith, Licensee has the right
to do all work necessary to prepare, maintain and alter the Premises for Licensee's business
operations and to install transmission lines connecting the antennas to the transmitters and
receivers. Licensee further has the right but not the obligation to add, modify and/or replace
equipment in order to be in compliance with any current or future federal, state or local
mandated application, including, but not limited to, emergency 911 communication services, at
no additional cost to Licensee or Licensor. Licensee has the right to install and operate
transmission cables from the equipment shelter or cabinet to the antennas, electric lines from the
main feed to the equipment shelter or cabinet and communication lines from the main entry point
to the equipment shelter or cabinet. Licensee has the right to modify, supplement, replace,
upgrade, and/or expand the equipment at any time during the term of this Agreement. All of
Licensee's construction and installation work shall be performed at Licensee's sole cost and
expense and in a good and workmanlike manner. Title to the Licensee Facilities shall be held by
Licensee. All of Licensee Facilities shall remain Licensee's personal property and are not
fixtures. Licensee has the right to remove all Licensee Facilities at its sole expense any time
before, or within sixty (60) days after the expiration or earlier termination of the Agreement;
provided Licensee repairs any damage to the Premises caused by such removal. Licensee shall
not damage, injure or impair any facilities or equipment on the Water Tower and Premises in the
erection, installation, construction or maintenance of Licensee's facilities and shall indemnify,
hold harmless and defend Licensor from any and all loss, damage or injury caused in whole or in
part by Licensee or its agents, representatives or employees in this regard.
(b) Licensor waives any lien rights it may have concerning the Licensee Facilities, all
of which are deemed Licensee's personal property and not fixtures, and Licensee has the right to
remove the same at any time without Licensor's consent.
Page 2 of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
(c) Licensee agrees to obtain separate utility service from any utility company that
will provide service to the Property (including a standby power for Licensee's exclusive use).
Licensor agrees to sign such documents or easements as may be required by said utility
companies to provide such service to the Premises, including the grant to Licensee or to the
servicing utility company, of an easement in, over across or through the Land as may be
reasonably required by such servicing utility company to provide utility services as provided
herein.
(d) Licensee, Licensee's employees, agents, subcontractors, lenders and invitees shall
have access without prior notice to Licensor twenty-four (24) hours a day, seven (7) days a week,
to the property depicted in Exhibit B as Licensee's Equipment Shelter. Access will be controlled
through a gate that Licensee will have access to.
(e) Access to any other portion of the property where access is controlled by the City,
Including the interior of the Water Tower property or to the top of the Water Tower shall be
accomplished only with the presence of the Licensor's Utility Director or his or her
representative. Licensee agrees to reimburse Licensor for the city escort at a rate of $50.00 per
hour during normal business hours and $75.00 per hour after 5:00 p.m. M-F and on weekends
and holidays ("Access Fees"). Licensor will be responsible for billing Licensee for all charges in
a timely manner. Only qualified and adequately insured employees, agents, contractors or
persons under Licensee's direct supervision will be permitted to climb the Tower and to install,
maintain, or remove Licensee's antennas and/or equipment from the Tower. Licensor retains the
right to permit its own employees and agents and employees and agents of the subsequent users
of the Tower to climb the Tower for the purpose of repair and maintenance or for any other
purposes that do not interfere with Licensee's use of the Tower.
(f) Licensor shall maintain existing access roadways from the nearest public roadway
to the Premises in a manner sufficient to allow pedestrian and vehicular access at all times under
normal weather conditions. Licensor shall be responsible for maintaining and repairing such
roadway, at its sole expense, except for any damage caused by Licensee's use of such roadways.
(g) The Licensor reserves the right to perform maintenance on the Water Tower,
both structural and cosmetic (paint), at whatever intervals as may be required to assure the
integrity and longevity of the facility. If maintenance work is required, Licensor agrees to
provide Licensee with reasonable notice of not less than ninety (90) days prior to commencing
such work to allow Licensee to remove any and all of Licensee's antennas as may be necessary
provided Licensor makes best efforts to provide Licensee with sufficient notification of the
intended work and the opportunity, at Licensee's cost and expense, to temporarily relocate and
continue to operate its antennas, or otherwise to secure the antennas or the communication
facilities generally, to protect them from damage and allow Licensee to continue to operate.
Licensee will be permitted to install any type of temporary facility necessary to keep its
Communication Facility operational, including permitting Licensee to install a cell on wheels
(COW) on the property. Further, any maintenance will be conducted by Licensor as diligently
and expeditiously as possible. However, subject to the above, Licensor will not be responsible
for system outages of up to thirty (30) days resulting from Licensor's need for unusually
Page 3 of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
extensive maintenance and any inability of Licensor to accommodate a relocation of Licensee's
antennas to keep them operational.
7. Interference.
(a) Licensee shall operate the Licensee Facilities in a manner that will not cause
interference to Licensor and other Licensees or licensees of the Premises provided such
equipment is properly installed and lawfully operated, and predates the installation of the
Licensee Facilities. All operations by Licensee shall be in compliance with all Federal
Communications Commission ("FCC") requirements.
(b) Licensee shall not cause electrical interference to the Licensor or to any other
Licensee who is using the Premises at the time of Licensee's installation or operation of its
Facilities. Should such interference occur, Licensee will, after notice from Licensor, take all steps
necessary to correct such interference and, if such interference cannot be corrected, Licensee will
cease its operations from the site, and this Agreement shall be terminated. The Licensor will not
grant a License to any other party for the use of the Licensor's property without including in that
License a provision stating that the party's use will not in any way adversely affect or interfere with
the Licensee's signal operation of its communication system. Furthermore, the Licensee shall have
the right to terminate this Agreement upon thirty (30) days notice to the Licensor if another user of
the facilities causes significant interference with Licensee's operations, and such interference is not
corrected within thirty (30) days following the notice. Licensee shall have the sole burden of, and be
responsible for all costs associated with, alleging and proving that another user of the Premises is
causing significant interference, or for otherwise enforcing Licensee's rights under this Agreement.
In the event any such interference does not cease within the aforementioned cure period then the
parties acknowledge that Licensee will suffer irreparable injury, and therefore, Licensee will
have the right, in addition to any other rights that it may have at law or in equity, for Licensor's
breach of this Agreement, to elect to enjoin such interference or to terminate this Agreement
upon notice to Licensor. The Licensor shall not be responsible for the costs associated with the
resolution of any dispute between users of the Premises, or enforcement of any of Licensee's rights
under this Agreement.
8. Taxes. Licensee shall be responsible for and pay any lawful taxes directly attributable to
the Licensee Facilities or Licensee's use of the Property.
9. Condition of Site. Licensee accepts the Premises as is, in its current condition, and the
Licensor makes no representations or warranties, and hereby disclaims any and all such
representations or warranties, express or implied, of any kind or nature, with regard to the facilities
and the Premises, except as stated in Section 16. The Licensor shall maintain the Premises in
compliance with all applicable statutes, regulations and rules, and in a manner which will not
interfere with Licensee's reasonable use of the site. Upon expiration, cancellation, or termination of
this Agreement, the Licensee shall remove its equipment, antenna systems and structures from the
Premises at Licensee's sole cost and expense. However, upon vacation of this site, Licensee shall
surrender the Premises in substantially the same condition as received, except for ordinary wear and
tear, as reasonably determined by the Licensor. If, as determined by the Licensor, the Premises are
not surrendered in reasonably satisfactory condition, the Licensee shall be liable to the Licensor for
Page 4 of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
an amount representing the actual cost to restore the Premises to substantially the same condition as
received. Should Licensee fail to remove the equipment, antenna systems and structures, Licensor
may, upon thirty (30) days' notice by Licensor to Licensee, remove and store such equipment,
antenna systems and structures. In the event that Licensee shall not effect such timely removal, and
provided at least sixty (60) days have elapsed since the original written notice to Licensee, the
equipment, antenna systems and structures shall be deemed abandoned and Licensor may remove
and dispose of such equipment, antenna systems and structures.
Any permanent improvements or fixtures installed on the Premises by Licensee shall become the
property of the Licensor upon the expiration of this Agreement.
10. Termination. This Agreement may be terminated without further liability on thirty (30)
days prior written notice as follows: (i) by either party upon a default of any covenant or term
hereof by the other party, which default is not cured within sixty (60) days of receipt of written
notice of default, provided that the grace period for any monetary default is twenty (20) business
days from receipt of notice; (ii) by Licensee for any reason or for no reason, provided Licensee
delivers written notice of early termination to Licensor no later than thirty (30) days prior to the
Commencement Date; (iii) by Licensee if it does not obtain or maintain any license, permit or
other approval necessary for the construction and operation of Licensee Facilities; (iv) by
Licensee if Licensee is unable to occupy and utilize the Premises due to an action of the FCC,
including without limitation, a take back of channels or change in frequencies; (v) by Licensee if
Licensee determines that the Premises are not appropriate for its operations for economic or
technological reasons, including, without limitation, signal interference; or (vi) by Licensor in the
event of an overriding public need or a determination of the governing body of Licensor that such
termination is necessary to preserve the public health, safety or welfare, as determined by the
Licensor in its reasonable discretion, by written notice, delivered not less than ninety (90) days prior
to termination of the then current term.
11. Destruction or Condemnation. If the Premises or Licensee Facilities are materially
damaged, abandoned, removed, destroyed, condemned or transferred in lieu of condemnation,
Licensor or Licensee may elect to terminate this Agreement as of the date of the damage,
destruction, condemnation or transfer in lieu of condemnation by giving notice to the other party
no more than forty-five (45) days following the date of such damage, destruction, condemnation
or transfer in lieu of condemnation. If Licensor undertakes to rebuild the Water Tower, Licensor
agrees to use its reasonable efforts to permit Licensee to place temporary transmission and
reception facilities on the Property at no additional Rent until such time as Licensee is able to
secure a replacement transmission location or the reconstruction of Licensee's Facilities is
completed.
12. Insurance. Licensee, at Licensee's sole cost and expense, shall procure and maintain on
the Premises and on the Licensee Facilities, bodily injury and property damage insurance with a
combined single limit of at least One Million and 00/100 Dollars ($1,000,000.00) per
occurrence. Such insurance shall insure, on an occurrence basis, against liability of Licensee, its
employees and agents arising out of or in connection with Licensee's use of the Premises, all as
provided for herein. Licensor shall be named as an additional insured on Licensee's policy.
Page 5 of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
Licensee shall provide to the Licensor a certificate of insurance evidencing the coverage within
thirty (30) days of the Commencement Date.
13. Assignment and Subletting. Licensee may not assign, or otherwise transfer all or any
part of its interest in this Agreement or in the Premises without the prior written consent of
Licensor; provided, however, that Licensee may assign its interest to its parent company, any
subsidiary or affiliate of it or its parent company or to any successor-in-interest or entity
acquiring fifty-one percent (51%) or more of its stock or assets, subject to any financing entity's
interest, if any, in this Agreement as set forth in Paragraph 6(b) above. Upon assignment,
Licensee shall be relieved of all future performance, liabilities, and obligations under this
Agreement, provided that the assignee assumes all of Licensee's obligations herein. Licensor
may assign this Agreement, which assignment may be evidenced by written notice to Licensee
within a reasonable period of time thereafter, provided that the assignee assumes all of
Licensor's obligations herein, including but not limited to, those set forth in Paragraph 6(b)
("Waiver of Licensee's Lien") above. This Agreement shall run with the Land and shall be
binding upon and inure to the benefit of the parties, their respective successors, personal
representatives, heirs and assigns. Notwithstanding anything to the contrary contained in this
Agreement, Licensee may assign, mortgage, pledge, hypothecate or otherwise transfer without
notice or consent its interest in this Agreement to any financing entity, or agent on behalf of any
financing entity to whom Licensee (i) has obligations for borrowed money or in respect of
guaranties thereof, (ii) has obligations evidenced by bonds, debentures, notes or similar
instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances
and similar facilities or in respect of guaranties thereof.
14. Warranty of Title and Quiet Enioyment. Licensor warrants that: (i) Licensor owns
the Property in fee simple and has rights of access thereto and the Property is free and clear of all
liens, encumbrances and restrictions; (ii) Licensor has full right to make and perform this
Agreement; and (iii) Licensor covenants and agrees with Licensee that upon Licensee paying the
Rent and observing and performing all the terms, covenants and conditions on Licensee's part to
be observed and performed, Licensee may peacefully and quietly enjoy the Premises.
15. Repairs. Licensee shall not be required to make any repairs to the Premises or Property
unless such repairs shall be necessitated solely by reason of the default or neglect of Licensee.
Except as set forth in Paragraph 6(a) above, upon expiration or termination hereof, Licensee shall
restore the Premises to the condition in which it existed upon execution hereof, reasonable wear
and tear and loss by casualty or other causes beyond Licensee's control excepted.
16. Hazardous Substances. Licensee agrees that it will not use, generate, store or dispose of
any Hazardous Material on, under, about or within the Land in violation of any law or regulation.
Licensor and Licensee agree to assume all duties, responsibilities and liabilities at their sole cost and
expense for payment of penalties, sanctions, forfeitures, losses, costs or damages, and for
responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation
or proceeding which is related to (i) each party's failure to comply with any environmental or
industrial hygiene law, including without limitation any regulations, guidelines, standards or
policies of any governmental authorities regulating or imposing standards of liability or standards of
conduct with regard to any environmental or industrial hygiene conditions or matters as may now or
Page 6 of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
hereafter be in effect, or (ii) any environmental or industrial hygiene conditions that arise out of or
are in any way related to the condition of the Property and activities conducted by the party thereon,
unless the environmental conditions are caused by the other party. The provisions of this section
will survive the expiration or termination of this Agreement
17. Liability and Indemnity.
(a) Licensee shall at all times comply with all laws and ordinances and all rules and
regulations of municipal, state and federal government authorities relating to the installation,
maintenance, height, location, use, operation, and removal of the equipment, antenna systems,
and other alterations or improvements authorized herein, and shall fully indemnify the Licensor
against any loss, damage, cost, or expense which may be sustained or incurred by the Licensor as
a result of Licensee's installation, operation, or removal of said improvements, except where
caused in whole or in part by the sole negligence or willful misconduct of the Licensor, its
agents, servants or employees.
(b) Licensee agrees and is bound to indemnify, defend, and hold the Licensor whole
and harmless against any and all claims for any loss or damages that may arise out of the use,
maintenance, and occupancy of Licensee's Facilities and use of the Premises by Licensee, except
where caused in whole or in part by the sole negligence or willful misconduct of the Licensor, its
agents, servants or employees.
(c) Licensee agrees that Licensee shall indemnify, defend, release, acquit, and hold
free and harmless the Licensor, its agents, representatives and employees from and against any
and all claims, demands, causes of action, liabilities, losses, and damage, whether asserted by
Licensee, its agents, representatives or employees, or any third party which in any ways relates to
or arises from Licensee's Facilities or the installation or maintenance thereof, or from Licensee's
entry onto and utilization of the Property, including but not limited to claims or causes of action
alleging that loss, injury or damage were caused in whole or in part by the Licensor's negligence
but not including those caused in whole or in part by the sole negligence or willful misconduct of
the Licensor, its agents, servants or employees.
(d) To the extent permitted by law, Licensor shall at all times comply with all laws
and ordinances and all rules and regulations of municipal, state and federal government
authorities relating to the maintenance and operation of the Water Tower, and shall fully
indemnify the Licensee against any loss, damage, cost, or expense which may be sustained or
incurred by the Licensee as a result of Licensor's, its agent's, servant's, or employee's negligence
or willful misconduct.
18. Water Tower Marking and Lighting Requirements. Licensor acknowledges that
it, and not Licensee, shall be responsible for compliance with all Water Tower marking and
lighting requirements of the Federal Aviation Administration ("FAA") and the FCC. In the
event Licensee is cited by either the FCC or FAA because the Water Tower is not in compliance
due to Licensee's facilities and, Licensor fails to cure the conditions of noncompliance within the
time frame allowed by the citing agency, Licensee may terminate this Agreement.
Page 7 of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
19. Public Emergency. The parties understand and agree that the primary function of the
property is to serve as a water tower for the Licensor and that the interests of Licensee are
superseded by the public health, safety, and welfare of the citizens of the City of The Colony
served by the Water Tower. In the event that the City of The Colony City Council or the City
Manager declare a public emergency or there exists a threat to the Water Tower facility or
potable water supply that would detrimentally impact public health, safety and welfare such that
immediate action is necessary, Licensee shall immediately remove its improvements from the
Licensed Premises. In the event Licensee is not able to immediately respond, Licensor may
remove Licensee's improvements without incurring liability for damages of any type. Costs of
removal and reattachment of improvements shall be borne by Licensee.
20. Miscellaneous.
(a) This Agreement constitutes the entire agreement and understanding between the
parties, and supersedes all offers, negotiations and other agreements concerning the subject
matter contained herein. Any amendments to this Agreement must be in writing and executed by
both parties.
(b) If any provision of this Agreement is invalid or unenforceable with respect to any
party, the remainder of this Agreement or the application of such provision to persons other than
those as to whom it is held invalid or unenforceable, shall not be affected and each provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by law.
(c) This Agreement shall be binding on and inure to the benefit of the successors and
permitted assignees of the respective parties.
(d) Any notice or demand required to be given herein shall be made by certified or
registered mail, return receipt requested, or reliable overnight courier to the address of the
respective parties set forth below: S
9) -
Licensor: City of The Colony./ Licensee: Clear Wireless LLC
ATTN: Pgcma Attn: Site Leasing
6800 Main St. 4400 Carrillon Point
The Colony, Texas 75056 Kirkland, WA. 98033
With a copy to: Legal Dept With a copy to:
Clear Wireless LLC
Attn: Legal Department
4400 Carillon Point
Kirkland, Washington 98033
Page 8 of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
Licensor or Licensee may from time to time designate any other address for this purpose by
written notice to the other party. All notices hereunder shall be deemed received upon actual
receipt.
(e) This Agreement shall be governed by the laws of the State of Texas; and venue
for any action shall be in any court of proper jurisdiction in Denton County, Texas.
(f) Licensee may obtain title insurance on its interest in the Premises. Licensor shall
cooperate by executing documentation required by the title insurance company.
(g) In any case where the approval or consent of one party hereto is required,
requested or otherwise to be given under this Agreement, such party shall not unreasonably delay
or withhold its approval or consent.
(h) All Exhibits annexed hereto form material parts of this Agreement. There are no
other agreements, oral or otherwise, which form any part of the agreements between the parties
hereto other than this Agreement.
(i) This Agreement may be executed in duplicate counterparts, each of which shall
be deemed an original.
0) Licensor agrees to provide Licensee with a completed IRS Form W-9, upon
execution of this Agreement and at such other times as may be reasonably requested by
Licensee.
(k) Licensor agrees to execute and deliver to Licensee a Memorandum of Agreement
in the form annexed hereto as Exhibit C, and acknowledges that such Memorandum of
Agreement will be recorded by Licensee in the official records of the County where the Property
is located.
(1) In the event the Property is encumbered by a mortgage or deed of trust, Licensor
agrees to obtain and deliver to Licensee an executed and acknowledged non-disturbance and
attornment agreement for each such mortgage or deed of trust in a recordable form reasonably
acceptable to both parties.
Page 9 of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
LICENSOR LICENSEE
CITY OF THE COLONY, TEXAS Clear Wireless, LLC
a Nevada limited liability company
By: CyuM By:
Name: Dale Cheatham Name: ~9►i~ ~-r-u~c,~-~
Title: City Manager Title: l) Q % T Qv nn-
Date: 9~i 04 Date: '
Page 10 of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
EXHIBIT A
DESCRIPTION OF LAND
The Land is described and/or depicted as follows (metes and bound description):
1 l that certain tract or parcel of land situated .n the B.B.B. & C.R.R. Survey,
Abstract 194, and the Samuel Hayes Survey, Abstract 648, Denton County, Texas, and
consisting of certain tracts owned by Avery Mays, J.W. Mays, and Airway Construction
Company as of December 15, 1970, and being more particularly described an a single
tract as follows:
BEGINNING at the Southeast corner of said, B.B.B. & C.R.R. Survey in the middle of a public
road:
THENCE N. 89° 29' W. with the middle of said road 4325.0 feet to the Southwest corner
of said B.B.B. & C.R,R. Survey, which is the Southeast corner of said Mayes Survey;
THENCE N. 0° 05' W. with the line between said Surveys 774.3'feet to a fence corner;
THENCE N. 89° 09' W. with a fence 827.8•fee~ to a fence corner on the East right-of-way
of 1; M l oa4 423 ;
THENCE N. 0° 414 E. with a fence 69.24 feet to a steel pin;
THENCE S. 87° 544 20" E. 198,66 feet to a concrete Monument;
THENCE N. 18° 40' 30" E. 135.25 feet to a concrete monument;
THENCE S. 85° 05' 20" W. 241.52 feet to a steel, pin on the East right-of-way of said
R M Road;
THENCE N. 0° 41' E. with said right-of-way 2911.78 feet to a steel pin;
THENCE N. 89° 44' E. 59.0 feet to a steel pin;
THENCE S.. 2° 21' 40" E. 261.8 feet to a concrete monument;
THENCE N. 89° 44' E. with a fence part of the way and crossing the East Mina of said
Hayes Survey which is the West line of 1333. & C.R.R. Surveys 5049.87 feet to a
steel pins an the East line of said B.B.B & C.R.E. Survey;
THENCE S; 0° 051 r- with said Survey line 30'6§~ feet.to the'plaee of beginning,
containing in all 343.119 acres of land l
Page 11 of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
76678
EXHIBIT B
SCHEMATIC/DIAGRAM OF LICENSEE'S FACILITIES
I
ITE: AZIMUTH AND DON TLT %:-C, N0)E: STRUCTU)IAL ANALYSTS MUST BE
PROPp$[D tUARNPA MAUI IrtoN TO CHANGE. CHECK VAIN GIN PERFORKII RErORE MSTAMA110N OP
(E) TR.INTS<aMR to mmosm NO STINCiNtAI ANALYSIS
tIEAANIArypCLNAARNAT (O-Y sat AT 101E OF CONSTRUC NEW ANTENNAS
TION PROVIDED BY OTHERS.
Ao Pre )LRL ) FBOSE ERaTA
" wt co emt As PCGA60
eY NEC OUE TAM
LOCH. UWMIff EaANA[S
PROPOSED C1FAR»PA
NIIAS k IOD1
5D•-if' (7) PAN( ANTE
PLOT (O IAUONAK
MOINT ON (E)
HA40R S
' _ _ COSTA (o) T-NO9a
. ~ PANT NII0AIA5
!
EASTNG (J) T.»m PNAL ANTENNAS / SHFI.IFN%
=Tat IL T e 111, AAD CENTER
j _
(E) nls'PAo
CONC
IO I R(a)
CE SW i PROPOSED aEAO1RE
Y-11 J~` I a GrtF mow
i Y4 vRaroso aEARRAE i E...J..._..L..
Bls I (1) PANEL ANIEIINAS A: AAf
R ~CCIeIUMtt I i Za YONI ON R1 NABR TNN I I 'i' I (EI NS'} NGx
RAIX N iRN: UAT 5.;, NNMUAS 1 i y h »AHR IOMR
A T1C0 B01( x ~ T
I C D) 0 T-apAM1E PANEL N R MAS
Ais a (1) . PROPm aENINRE .rte . PROPESEp aEANANc
SECTOR D. ]00' O Ifs Rw (OVER I M(MvE 091 T rKr VE AREA
Ifa1NT w G) 'An THAI
NAAORAAS PRIM=EmNTm
PRGPESm XAl »ETER RIG SAN'DRRD Nf 7 I/Y SA. PIPE
k DSCOACEI YOUIIEp i^` PEST S%CED a N-o' O.G
ysAn d
oN (E) CW"7Y RAM (E) »TT 2w -.R:+_
xMN INGG WAIFR TAT( y Tm IS
""1~ • A 1p NAPESD rRR,PDAER N mu CAms
d.R
PROPOSED aGR1EE "R AE(fimuc ATm Eal. =
N•_O. (f) PAIR ANIEMIAS E m d - OR A RANI AT" s"
R) r-NODIL UY1G NaOA PIER N~ R) Irm T" E OR AIPRm mENp~O
A PURa1L SUPPORT Wm
ON 4X A• PLAVM
(E) (A) I•Y~EE PANE( MImm
SECTR It IM a Its RAD CENTER
PRDPOSED CABII
PROPOiED ¢EVt/NC EIAIPNOII CABINET
ET
(1)PA%ANTMIAS A TERN ON STEEL PIAT(PA1
NGUNial (E) NAIER
(E) (3)1-MOB(E PAWL ANIONAG TAM
$CC= R tAO a Its RAO axTA NNARMS
I
(E) svmm
E IER R7 6"m mm
ay ors:: v~, .;~✓T%
(E) vmn scum ~T,
NORTH ~Ra«»/PPe uAr `~vnwomaE WARE axaAr r»w
A RICb w (E) TIANvmtIt ro me=
Q) CN0.AM SNaTA GE 0 A(1}Y 9]l
F ELEVATION PIC (wPER)
ro PAC DME GRaw
STE I LAYOUT I % LOOKING NORTHWEST A PPESLE Pat DOA As REOLNEo
•1 f-0 MI SCAT 1~M-0 A-t LOW ,7IMCAOAAPmftt
clear ® TX-DAL5302
A L L P R O SITE PLAN A' ELEVATION
~+a 6A6a11 SOSJ CLOVEN VALLEY
M tfot MS n IwNxq wA PRDL ME COLONY. IX auwro
4T-!a ,Nt.A Tai N1!)11hflDD UAR It~iU15 Mt N!D
~4•^Ae~tTx•w,4wn lbe AK (tlN ]Ie-Moe Ai 9RnN EtsaNe w
A-1
Page 12 of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
76678
EXHIBIT C
To the Agreement dated AA, . i l , 204, by and between City of The Colony,
Texas, a municipal corporation, as ensor and Clear Wireless LLC, a Navada limited liability
company , as Licensee.
RECORDED AT REQUEST OF, AND
WHEN RECORDED RETURN TO:
MEMORANDUM OF AGREEMENT
DAL5302/Clover Valley
APN: rr
This MEMORANDUM OF AGREEMENT is entered into on thisfl, A-44 2001, by
City of the Colony, Texas, a municipal corporation, with an address at 00 Main Street, The
Colony, Texas 75056 (hereinafter referred to as Licensor") and, a limited partnership,
with an office at , (hereinafter referred to as "Licensee").
1. Licensor and L' nsee entered into a Communications Site License Agreement
("Agreement") dated as of . ( , 2009, effective upon full execution of the parties
("Effective Date") for the purpos f Licensee undertaking certain Investigations and Tests and,
upon finding the Property appropriate, for the purpose of installing, operating and maintaining a
communications facility and other improvements. All of the foregoing is set forth in the
Agreement.
2. The term of Licensee's tenancy under the Agreement is for five (5) years
commencing on the start of construction of the Licensee Facilities ("Term Commencement
Date"), and terminating on the fifth anniversary of the Term Commencement Date with four (4)
successive five (5) year options to renew.
3. The Land that is the subject of the Agreement is described in Exhibit A annexed
hereto. The portion of the Land being Licensed to Licensee and all necessary access and utility
licenses (the "Premises") are set forth in the Agreement. In witness whereof, the parties have
executed this Memorandum of Agreement as of the day and year first written above.
[signatures on next page]
Page 13 of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
76678
LICENSOR: LICENSEE:
City of the Colony Clear Wireless LLC, a Navada limited liability
company
By: By:
Name: ew a a ty, Name: a s, t ►,J S ;~;(L.c e~
Title: L Title:' ;~~'i';K-►C O~P'~+.;~r~v~:
Date: Cta.q 67 Date:
STATE OF
COUNTY OF !
On -1 " , before me, ,a. lN~.l 4u,, , Notary Public, personally appeared
Q w-- , personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized capacity, and that by their
signature on the instrument, the person, or the entity upon behalf of which the person acted,
executed the instrument.
T ESS p~hand jidpfficialseal.
Notary Public S •`~P
CHRISTlE NEtI WILSON
My commission expires: 's • • € Notary Public. State of Texas
~'y,~Eric~ENP•, ~V Commission Expires 11.22-09 '
nnna•
STATE OF
COUNTY OF
On , before me,r4~~- i Ta, , Notary Public, personally appeared
personally kn n to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized capacity, and that by their
signature on the instrument, the person, or the entity upon behalf of which the person acted,
executed the instrument.
WI)~S my han and official seal.
Vie (SEAL) «
Notary Public RENITA MOSBY
My commission expires: '1 t f 2 A Notary Public -
STATE OF TEXsx
my.G_umm Ex
.i. c_AAS
J.-A-11,2012
Page 14 of 15 . _..crr THE S
WATER TOWER LICENSE AGREEMENT
76678
EXHIBIT A
DESCRIPTION OF LAND
The Land is described and/or depicted as follows (metes and bound description):
All that certain tract or parcel of land situated in the B.B.B. & C,R.R. Survey,
Abstract 194, and the Samuel Hayes Survey, Abstract 648, Denton County, Texas, and
consisting of certain tracts owned by Avery Mays, J.W. Nays, and Airway Construction
Company as of December 15, 1970, and being more particularly described in a single
tract as follows:
BEGINNING at the Southeast corner of said B.B.B. & C.R.R. Survey in the ml;ddle of a public
road:
THENCE N. 89° 29' W. with the middle of said road 4325.0 feet to the Southwest corner
of said B.B.B. & C,R,R. Survey, which is the Southeast cotner of said Hayes Survey;
THENCE N. 0Q 05' W. with the line between said Surveys 774.9'feet to a fence corner;
THENCE N. 89° 09' W. with a fence 827.8 feet to a fence corner on the East right-of-way
of 1; M Roach. 423 ;
THENCE N. 0" 41' E. with a fence 69.24 feet to a steel pin;
THENCE S. 870 54' 20" E. 198,66 feet to a concrete Monument;
THENCE N. 180 40' 30" E. 135.25 feet to a concrete monument;
THENCE S. 85° 05' 20" W, 241.52 feet to a steel, pin on the East right-of-way of said
F M Road;
THENCE N. 0° 41' E. with said right-of--way 2311.74 feet is a steel pin;
THENCE N. 890 44' E. 59.0 feet to a steel pin;
THENCE S.. 2° 21' 40" E. 261.8 feet to a concrete monument;
T-rIENCE N. 89° 44' E. with a fence part of the way and crossing the East line of said
Hayes Survey which is the West line of B.B.B. & C.R.R. Survey, 5049.87 feet to a
steel pin, on the East line of said B.B.B & C.R.R. Survey;
THENCE S, 0° 05' E. with said Survey line 30'69.4 feet.try the"place of beginning,
containing in all 343.119 acres of land l
Page 15 of 15 CITY OF THE COLONY, TEXAS
WATER TOWER LICENSE AGREEMENT
76678