19-1339orzniN�Nc�, No. 19-1339
AN ORDINANCE OF TI iE CITY OI' DENTON AUTHORIZING THE CITY MANAGL;R, OR
HIS D�SI('rNEE, TO F,XECUZ'E A POLE ATTACHMENT LICENS� ACJRLEMENT
BETWEEN TH� CITY OF DLN�I�ON, A TEXAS I-IOMF.,-RULI� MIJNICIPAL
CORI'ORATION, AND LTNI'I'� PRIVATE NEZ'WORKS, LLC, A DELAWARE LIMIT�D
LIAI3ILITY COMPANY; AND, PROVIDING I'OR AN EFPECTIVL DAT�.
WHEREAS, the City of Denton, a Texas home-rule inunicipal corporation ("City"), owns,
operates and controls certain utility poles located in the City's rights of way; and
WHEREAS, Unite Private Networl<s, LLC, a Delaware limited liability company,
("Unite") desires to provide, voice, video, internet, or data transmission and other lawful
communications services within City's limits; and
WH�RI;AS, to provide voice, video, internet, or data transmission and other lawful
communications services, Unite seel<s to place and maintain cables, equipment, facilities, within
City's limits and desires to place such cables, equipment, and facilities on various utility poles
owned by City and in City's rights of way; and
WIIEREAS, the City is willing to grant Unite a revocable, non-exclusive license to use
certain utility poles on the terms and conditions set forth in the attached Pole Attachment License
Agreement ("Agreement") and subject to the City of Denton's Code of Ordinances, Electrical
Code, and Distribution Construction Standards, and other applicable ordinances, codes and
standards; and
WI IEREAS, the City Council finds that it is in the public interest and benefit to the citizens
of the City that the attached Agreement be executed; NOW, THEREPOIZ�,
TI-IE COUNCIL OF THE CITY OF' DENTON HEREBY ORDAINS:
SECTION 1. The fndings set forth in the preamble of this ordinance are incoiporated by
reference into the body of this Ordinance as if Fiilly set forth herein.
S�CTION 2. The City Council hereby authorizes the City Manager, or his designee, to
execute the Pole Attachment License Agreement, attached as �xhibit "A" and incorporated herein,
and any other ancillary documents related to it.
S,ECT,ION 3. This ordinance shall be effective immediately upon its passage and approval.
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A�_e_ Nay Abstain �bsent
Chris Watts, Mayor: �
Gerard Hudspeth, District 1 Y "��
Keely C'r. Briggs, District 2w '�/
Jesse Davis, District 3:
John Ryan, District 4:
Deb Arniintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
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PASSED AND APPROVED this the ����°��""�� day of June, 2019�
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CHRI���,�"���TTS, MAY(::�R
ATTEST:
ROSA RIOS, CITY SECRETARY
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BY: ,�� �� �'.. ,�
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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BY: ��"'"�
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NOTICE
This Agreement does not authorize Licensee to install or maintain wireless
communications devices on City of Denton poles or other infrastructure, electric or
otherwise. Should Licensee desire to install wireless communications devices on City
of Denton poles or other infrastructure, electric or otherwise, Licensee must enter into
a separate agreement.
POLE ATTACHMENT LICENSE AGREEMENT
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This License Agreement is between the City of Denton ("CITY"), a Texas home-rule municipal
corporation, and Unite Private Nefinrorks, LLC, a limited liability company organized and existing under
the law of the State of Delaware ("Licensee") (collectively referred to as the "Parties").
WHEREAS, CITY, operates or controls certain utility poles in the public rights of way managed and
controlled by CITY throughout Denton; and
WHEREAS, Licensee desires to provide voice, video, internet, or data transmission and other lawful
communications services within CITY's service area; and
WHEREAS, to provide voice, video, internet, or data transmission and other lawful communications
services, Licensee seeks to place and maintain cables, equipment, facilities, within CITY's service area
and desires to place such cables, equipment, and facilities on various Poles and easements owned by
CITY; and
WHEREAS, CITY is willing to grant Licensee a revocable, non-exclusive license to use certain Poles on
the strict terms and conditions set forth in this Agreement and subject to the City of Denton's Code of
Ordinances, Electrical Code, and Distribution Construction Standards, as they may be amended from
time to time.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein contained,
CITY and Licensee do hereby mutually covenant and agree as follows:
ARTICLE 1
DEFINITIONS AND CONSTRUCTION
1.1 Definitions: For purposes of this Agreement, capitalized terms are defined as follows:
A. means those engineering and construction
standards, specifications, and designs maintained and referenced internally by CITY, and
complied with in all material respects by CITY, for its own Pole distribution construction and
engineering efforts.
B. means the recurring charge that Licensee is to pay CITY
annually under this Agreement for attachment to CITY's Poles. The Annual Usage Charge is in
addition to any Costs and Filing Fees Licensee may incur during a Contract Year, and shall be
determined by CITY as of December 1 of each Contract Year, other than the first Contract Year.
The Annual Usage Charge for any Contract Year shall be the number of Attachments shown on
CITY's records to exist as of December 1 of the preceding Contract Year multiplied by the Usage
Rate for the new Contract Year for each attachment of equipment. Unless applicable state or
federal law is amended to allow a charge for overlashed Cable, the Annual Usage Charge shall
not apply to over-lashed Cable overlashed with any of Licensee's Attachments for which a Usage
Rate is chargeable. Unless otherwise expressly provided in this Agreement, Annual Usage
Charges are not refundable.
C. �i���h�er�i ���a�i�����ru means the CITY prescribed application sheet, together with
all required prints, maps, proposed routes, project descriptions, studies, and proposed
schedules that Licensee must submit, in full, to CITY in order to request, have reviewed, perform
required and then be granted an Attachment License for a particular Pole or group of Poles.
D. ,�����ror��+�r�� means (other than for Annual Usage Charge Purposes):
1. each Cable owned, controlled, or used by Licensee, together with its associated
messenger strand, guy wires, span guys, anchors, and other appurtenant and incidental
facilities, affixed to a Pole regardless of the means by which affixed (a Cable lashed to
another Cable and each Cable lashed to a common messenger is a separate
Attachment);
2. each amplifier, repeater, controller, box, cabinet, appliance, device, or piece of
equipment owned, controlled, or used by Licensee and affixed to a Pole, regardless of
the means by which it is affixed;
3. each amplifier, repeater, controller, box, cabinet, appliance, device, or piece of
equipment owned, controlled, or used by Licensee that is resting on the ground but is
connected to a Pole, Attachment, or CITY line by a conductor;
4. a new or existing service wire drop that is (i) located in the same one foot of
space assigned to the Licensee's Cable Attachment, and (ii) is attached to the same
Pole as an existing Attachment of Licensee shall NOT constitute an additional
Attachment.
5. risers installed by the licensee for the purpose of transitioning overhead cable
to underground cable or vice versa; or risers installed by the licensee for the purpose of
extending service to a customer shall be considered an additional attachment(s) with
each individual riser charged at the Riser Rate as defined in the PAF.
6. Licensee installed conduits, which differ from the conduits mentioned in risers
above (5) shall be considered multiple attachments with the value based on the linear
footage of the conduit along the vertical length of the pole that the conduit is installed.
7. Any other devices installed by the licensee that may be approved by DME for
installation on the pole will be considered a large unit attachment subject to the
miscellaneous charge rate tariff.
E. Attachment License means the revocable (solely pursuant to the terms and
condition hereof and applicable law), non-exclusive right of Licensee to make an Attachment to
a Pole under this Agreement, pursuant to CITY's approval of an Application and subject to (1)
any modifications, conditions, and specifications imposed by CITY pursuant to this Agreement
or applicable law when approving the Application and (2) all Design Documents issued by CITY
with respect to the Attachment and Pole in question. An Attachment License authorizes
Attachments solely for lawful communications purposes, as described in this Agreement. The
use of any Attachment for any purpose other than providing lawful communications as described
in this Agreement is prohibited and shall constitute a breach of this Agreement.
F. Boxing means the use of a cross arm or through bolt to facilitate a pole attachment on
the opposite side of the pole from any existing attachment and the installation of cable or facilities
on both sides of the same pole at approximately the same height. Licensee is prohibited from
Boxing on CITY poles.
G. Cable means a conductor, wire, or fiber or a bound or sheathed assembly of conductors,
wires, or fibers used as a wire communications or transmission medium (a bare messenger is
also a Cable).
H. ��a�n�r�n�aru�+���i��r�� ���� means the area on any given Pole, below and sufficiently
remote from the Supply Space as required by Electrical Code, within which Attachments and
Pole Contacts may lie. The term Communications Space has the equivalent meaning as that
used in the Electrical Code. The top surface of the Communications Space must remain at least
40 inches from the lowest surtace of the Supply Space and from any other electrical lines,
conductors, or equipment, or below the Supply Space at a distance as defined by the National
Electric Safety Code for a specified condition. The bottom surtace of the Communications Space
must maintain a clearance in accordance with National Electrical Safety Code standards. Any
make ready that may be required to meet these standards shall be paid for by the Licensee.
I. �+��►�9�i'� means a structure owned by CITY containing one or more Ducts, usually placed
in the ground, in which cables or wires may be installed. CITY-owned electrical Conduit is
expressly reserved for utility reliability and expansion purposes and is not available for use by
Licensee.
J. ��a�dui� ��t�rr� means any combination of Ducts, Conduits, Manholes, and Handholes
joined to form an integrated whole. As used in this Agreement, the term refers to Conduit
Systems owned or controlled by CITY. CITY-owned electrical Conduit System is expressly
reserved for utility reliability and expansion purposes and is not available for use by Licensee.
K. i��a����wct �"��r means any calendar year during which this Agreement is in effect,
beginning January 1 and ending December 31, except that the first Contract Year shall run from
the Effective Date until December 31 of that year and the final Contract Year shall run from
January 1 of that year until the date of termination.
L. Contractor includes subcontractors.
M. Cost means the total cost reasonably incurred by CITY for any particular task under this
Agreement, and includes without limitation reasonable labor, material, and equipment usage,
outside Contractor and vendor charges, reasonable overhead, and reasonable general and
administrative expenses. Costs may be incurred for, without limitation, engineering and
engineering review, Make-Ready construction, inspections and oversight, auditing, public
relations and intervention, and other services. Certain Cost rates are specified in Exhibit A to this
Agreement, which CITY may change no more than once per year; provided, however, that any
such change to such Cost rates shall be based on CITY's reasonable cost of labor, materials,
and equipment usage. Subject to the foregoing, Costs shall be determined by CITY in its
reasonable judgment and reasonable discretion, and shall be paid by Licensee in accordance
with either of the following, at CITY's sole option:
1. Any advance estimate provided by CITY, in which event CITY shall have the
right to refuse to incur the Costs until the estimate is paid; and/or
2. Any final invoice submitted by CITY. In the event an advance estimate was paid
by Licensee for Costs, the final invoice will reflect such payment and any overpayment
will be applied as a credit on the next annual rental invoice.
N, '���i ►� '����urr��r�r� means all specifications, drawings, schematics, blueprints,
engineering documents, and written requirements for materials, equipment, design,
construction, and workmanship with respect to Make-Ready and installation work on a particular
Attachment or Pole or group of Attachments or Poles. Any and all design documents must be
sealed by a licensed professional engineer.
O. Duct means a single enclosed tube, pipe, or channel for enclosing and carrying cables,
wires, and other facilities owned by CITY. As used in this Agreement, the term Duct includes
Inner- Ducts created by subdividing a Duct into smaller channels. CITY-owned electrical and/or
electric communication Duct is expressly reserved for utility reliability and expansion purposes
and is not available for use by Licensee.
P. Effective Date means the date CITY signs this Agreement as shown on the signature
page of this Agreement.
Q. �����ri��l ��w+�+� means the National Electrical Safety Code (NESC), the National
Electrical Code (NEC), and Chapter 752 of the Texas Health and Safety Code.
R. �'��9rw+� N��� means the initial, non-refundable fee charged to Licensee for filing an
Application for an Attachment License. Filing Fees are set by the CITY and shall not exceed the
actual and reasonable cost to CITY of reviewing and processing an Application. The Filing Fee
is solely to compensate CITY for reviewing and processing an Application and does not include
or offset Costs or Annual Usage Charges.
S. _ NH��rdl��l�� means an enclosure, usually below ground level, used for the purpose of
installing, operating, and maintaining Attachments in a Conduit. A Handhole is too small to permit
personnel to physically enter. CITY-owned electrical Handholes are expressly reserved for utility
reliability and expansion purposes and is not available for use by Licensee.
T. In�"r�����act�r� N�^�� ��� �I�°k�c�r�� means the Denton City Code of Ordinances and any
other CITY ordinance that may be enacted to govern electric utility infrastructure usage or rental.
U. N����r��+��� means a pathway created by subdividing a Duct into smaller channels.
CITY- owned electrical and/or electric utility communication Inner-Duct is expressly reserved for
utility reliability and expansion purposes and is not available for use by Licensee.
V. �a��-���+dv means all work required to accommodate Licensee's Attachments on a
Pole with respect to CITY and Third Party User needs and in compliance with Electrical Code,
CITY Distribution Construction Standards, generally accepted engineering and construction
practices, and applicable laws.
W. N���r�t�Ce (also called "Pullbox" or "Vault") an enclosure, usually below ground level
and entered through a hole on the surface covered with a cast iron or concrete Manhole cover,
which personnel may enter and use for the purpose of installing, operating, and maintaining
Attachments in a Conduit. CITY-owned electrical Manholes are expressly reserved for utility
reliability and expansion purposes and is not available for use by Licensee.
X. ����r�a�� L�+��u� U�� ����� means the maximum amount that CITY may lawfully
charge for an Attachment under applicable state and federal law, rules and regulations in effect
from time to time. If, for any Contract Year, applicable state or federal law does not limit the
amount CITY may charge Licensee for a particular Attachment or service under this Agreement,
the Maximum Lawful Rate for the Attachment or service shall be the amount that CITY
determines, in its sole judgment and discretion, to constitute a reasonable and non-
discriminatory annual Usage Rate.
V. Pole means any electric distribution pole owned by CITY that supports electric lines
having a nominal voltage of not more than 35kV; provided, however, that any electric distribution
pole having a nominal voltage of more than 35kV will also be a"Pole" if the pole is also used for
distribution of power from a local substation to customers. Unless otherwise agreed by CITY with
respect to a particular pole, the term Pole does not include (1) street lighting, traffic signal, AMI
extender bridge, or dusk to dawn light poles; (2) metal or wood poles or towers supporting
transmission lines carrying a nominal voltage greater than 35kV, unless such wood poles are
also used to support distribution lines carrying a nominal voltage of not more than 35kV; (3)
any structure or facility within a substation; (4) conduits (except as otherwise provided in Article
11); or (5) any structure not used for electric power distribution.
Z. �,,�rl� ��u����� means the point or contiguous area on a Pole at which one or more of
Licensee's Attachments makes physical contact with a Pole regardless of the duration for which
the Pole Contact existed.
AA. ���ri�� �r� means a cable used to connect directly to a customer's location from one
pole and attached to no more than one additional pole where the additional pole does not support
voltage greater than six hundred volts (600V) or a cable used to connect a customer's location
through the use of multiple licensed poles where service drop make ready has been pertormed.
BB. �u ����� means the area on any given Pole, above the Communications Space,
that is reserved for the placement of electric supply lines, electrical equipment, and other CITY
facilities. The term Supply Space has the equivalent meaning as that used in the Electrical Code.
Licensee may not place any Attachments or Pole Contacts in the Supply Space.
CC. TM�ir�l �,�rt� ���� means any third party that has, or may be granted, an Attachment
License or other right to attach with respect to a Pole. Third Parties that are allowed by Licensee
to overlash third-party conductors onto existing Licensee Attachment(s) shall also execute a
Pole Attachment License Agreement with the CITY, regardless of the duration for which the
Attachment or Pole Contact existed. At least thirty (30) calendar days before third-party overlash
operations, Licensee shall provide advanced written Notice to CITY that identifies the proposed
third-party overlashing entity and all proposed third-party overlash locations.
DD. U���u�N��r�ri��� A�����ar�rrr�r�� means an Attachment or any other affixing or placing of
Licensee's facilities onto CITY property for which Licensee does not have a valid Attachment
License.
EE. N��a��q� ��i,� means, for each given Contract Year, the amount Licensee must pay CITY
for each Attachment. Usage Rates are specified in Exhibit A to this Agreement and which CITY
may change no more than once per year.
1.2 Except as otherwise expressly provided herein, all nouns, pronouns and variations
thereof shall be deemed to refer to the singular and plural.
1.3 �,pr��n�rw��nt� Any reference to a law, code, or document shall mean such law, code, or
document as it may be amended from time to time.
1.4 �"W��ra� i��� N���� � r���ra�r�� CITY has in the past entered into other Pole usage agreements
with Third Party Users. In construing this Agreement, no variations befinreen this Agreement and other
agreements with Third Party Users shall have any evidentiary value or be construed against CITY. It is
the Parties intent that this provision is not meant to unlawfully discriminate against Licensee in favor of
other licensees.
1.5 �� ��n�°kr�a��i+�r� ��a��u��� ��"T"Y The rule of construction that ambiguities in a contract are to be
construed against the drafting party shall not apply to this Agreement.
1.6 �I��dl��w�� The descriptive headings in this Agreement are only for the convenience of the parties
and shall not be deemed to affect the meaning or construction of any provision.
ARTICLE 2
SCOPE AND TERM OF AGREEMENT
2.1 ����r�N M��r�ar��� In accordance with the provisions of this Agreement, CITY may issue
Attachment Licenses to Licensee on the terms and conditions set forth herein. Before Licensee makes
any Attachment to or begins any work on a Pole, excluding service drops, it shall file an Application and
await CITY's issuance of an Attachment License and Design Documents with respect to that particular
Attachment or Pole, as set forth in Article 4. Nothing in this Agreement shall be construed to obligate
CITY to grant an Attachment License with respect to any particular Pole where Licensee has failed to
fulfill the requirements herein for the grant of such Attachment License.
A. The use of any Attachment for any purpose other than providing lawful communications
as described in this Agreement is prohibited and shall constitute a breach of this Agreement.
B. Licensee is prohibited from Boxing on CITY poles.
C. CITY-owned electrical Conduit is expressly reserved for utility reliability and expansion
purposes and is not available for use by Licensee.
D. CITY-owned electrical Duct is expressly reserved for utility reliability and expansion
purposes and is not available for use by Licensee.
E. CITY-owned electrical Handholes are expressly reserved for utility reliability and
expansion purposes and are not available for use by Licensee.
F. City-owned electrical Inner-Duct is expressly reserved for utility reliability and expansion
purposes and is not available for use by Licensee.
G. CITY-owned electrical Manholes are expressly reserved for utility reliability and
expansion purposes and are not available for use by Licensee.
H. Rental and license rates for Commercial Mobile Radio Service ("CMRS") and related
services and equipment shall be set by separately negotiated license agreements with CITY.
2.2 Term The initial term of this Agreement is ten (10) years, beginning on the Effective Date and
renewing thereafter for two (2) successive ten (10) year terms, subject to the default provisions, or unless
terminated by either Party. At the end of each then-current term, Licensee shall, if it intends to terminate,
give CITY written notice of its request to terminate 90 days before the end of the then-current term. If
Licensee is in default during the course of the then-current term and Licensee has not cured the default,
this Agreement shall not renew. If Licensee has defaulted and not cured such default, renewal will be
granted in CITY's reasonable discretion. If renewal is denied, CITY will give written notice of the reasons
for denial within thirty (30) days of making that determination and this Agreement will expire at the end
of the then-current term.
2.3 ° Except as otherwise set forth in paragraph 6.4, (i) CITY is under no
obligation to add, build, keep, maintain, or replace Poles or any other facilities for the use or convenience
of Licensee; and (ii) the maintenance, replacement, removal, relocation, or addition of CITY Poles and
facilities shall remain within the sole province and discretion of CITY. Notwithstanding the foregoing, any
actions of the CITY under this Agreement shall be taken on a nondiscriminatory basis.
2.4 �w ,.•• 1"�� ^y�u�his Agreement is limited to and only addresses Attachments to CITY Poles. This
Agreement does not authorize Licensee to install or maintain Attachments on other CITY property and
facilities, including without limitation conduits, buildings, and towers.
2.5 Except for the placement of Attachments or other facilities covered by this
Agreement on CITY Poles and notwithstanding that a Pole to which Licensee may attach its facilities is
in the CITY's public streets or rights-of-way, nothing in this Agreement shall be construed to grant, nor
does this Agreement grant, Licensee any right or authorization to use or occupy the public streets or
rights-of- way of the CITY or any other public property.
2.6 ' Except to access the CITY's rights of ways as an incident
of attaching facilities to CITY'S Poles under this Agreement, Licensee and CITY expressly agree that
the authority to attach to CITY Poles does not grant Licensee authority to use or occupy CITY's public
streets or rights-of-way.
2.7 �����w�toar��l� �M��I����9.
2,8 Licensee understands that some Poles are located on dedicated
easements over private property that, by their terms, restrict the use of the easement to CITY for the
sole purpose of electric distribution or transmission. Nothing in this Agreement and no action by CITY
shall be construed to offer, grant or approve any right or license to use such easement or to affix an
Attachment to a Pole within such easement without the consent of the owner of the property to which
the easement is appurtenant, unless otherwise allowed by law. CITY has no obligation to expand or
obtain rights in such easement on Licensee's behalf. It is the sole obligation of Licensee to obtain the
necessary consent or additional easement rights, if any, at Licensee's own expense.
2.9 �, � "� CITY is under no obligation to exercise any power of eminent domain on
Licensee's behalf.
2.10 ` II Poles shall remain the property of CITY and no payment made
by Licensee shall create or vest in Licensee any ownership right, title, or interest in any Pole, but
Licensee's interest shall remain a bare license. The existence of such a license shall not in any way alter
or affect CITY's right to use, change, reclaim, operate, maintain, or remove its Poles, subject to the terms
and conditions hereof. Nothing in this Agreement shall prohibit Licensee from repairing, operating, or
maintaining a Pole at Licensee's sole cost and expense if: (i) CITY expressly abandons the Pole or
constructively abandons the Pole by electing not to repair, operate, or maintain the Pole to such an
extent that a reasonable person would conclude that CITY has abandoned the Pole; and (ii) Licensee is
permitted to do so under the City Code, the terms of Licensee's franchise, if applicable, and any
applicable easements; provided, however, that CITY may remove an abandoned Pole if such removal
manifestly serves the public interest. If CITY's use of its Poles materially and adversely affects Licensee's
use and operation of an Attachment, Licensee may, by written notice to CITY, remove its Attachments
from any adversely affected Pole. Such termination shall be implemented by written notice to the CITY.
2.11 N�6+��nu�� �I+�t �a��l��i�� Licensee acknowledges that CITY has entered into other agreements
concerning the use of Poles by third parties, including Licensee's competitors and may in the future enter
into similar agreements. Nothing in this Agreement shall be construed to limit or in any way affect CITY's
right or ability to enter into or honor other agreements, or to grant any rights, licenses, or access
concerning any Pole, irrespective of the character or degree of economic competition or loss caused to
Licensee, so long as CITY's actions are not unreasonably discriminatory.
2.12 �" "' "�"he primary purpose of a Pole is electric distribution and public health and safety,
and CITY reserves to itself first priority in the use of a Pole. In the event of any conflict between the use
of a Pole by CITY and Licensee, the use of a Pole for the distribution of electric power to CITY customers
shall prevail and have priority over Licensee's use of the Pole. CITY retains and shall have exclusive
use of the Supply Space. All of Licensee's Aerial Attachments shall remain within the Communications
Space.
2.13 ��i��r�ti�a� �f �I'�"wP" ��rw�l CITY reserves the right to deny any Application pursuant to the terms
and conditions of this Agreement, reserve any Pole to its own use pursuant to a bona fide development
plan, or modify any Pole for legal, safety, mechanical, structural, engineering, environmental, reliability,
or service reasons. Determination of these issues shall at all times remain within the reasonable
discretion of CITY, subject in all respects to the terms and conditions of this Agreement. Licensee will
not be required to pay for any modifications to any Pole or its Attachments in order to accommodate a
Third Party User.
2.14 The engineering, construction, installation, use, operation, and
maintenance of Licensee's Attachments shall be at Licensee's sole expense. Unless otherwise
expressly provided of this Agreement, nothing in this Agreement shall be construed to require CITY to
expend any funds or to incur or bear any cost or expense.
ARTICLE 3
USAGE RATES AND CHARGES
3.1 CITY's approval of an Attachment License shall be
conditioned on Licensee's payment of the then current Usage Rate for each approved Attachment,
prorated to reflect the number of months remaining in the Contract Year with any partial month being
considered to be a full month. Licensee's payment is due within 45 days from the date of CITY'S approval
of an Attachment License.
3.2 For each Contract Year, the Usage Rate shall not exceed the
Maximum Lawful Usage Rate. Before each new Contract Year, CITY will notify Licensee in writing of the
Maximum Lawful Usage Rate for such Contract Year at least 60 calendar days in advance of any invoice.
The CITY shall provide its Maximum Lawful Usage Rate calculations and relevant support data so
Licensee may verify that the Rate is calculated in accordance with applicable law. The Maximum Lawful
Rate may take into account changes in applicable laws that are to go into effect during the upcoming
Contract Year.
3.3 If Licensee disagrees in good faith with CITY's
determination of the Maximum Lawful Usage Rate, Licensee may protest the CITY'S Usage Rate in
writing within 30 calendar days of receipt of the notice of the then proposed Usage Rate. The protest
shall include copies of all records and other documentation that support Licensee's position. Failure to
timely protest CITY's proposed Usage Rate shall constitute agreement to and acceptance of CITY's
determination and a waiver of Licensee's rights to dispute CITY'S Usage Rate. If Licensee timely protests
a proposed Usage Rate, the parties shall endeavor in good faith to negotiate a resolution of the dispute.
If the parties are unable to resolve the dispute within 60 calendar days from the date of Licensee's
protest, then either party may seek relief from the Public Utility Commission of Texas ("PUCT") pursuant
to section 54.204 of the Texas Utilities Code, any successor regulation, or any other law that confers
jurisdiction on the PUCT. The PUCT, unless preempted by federal law, shall be the sole and exclusive
forum for resolution of a dispute regarding CITY'S Usage Rate. If both the PUCT and the federal
government lack jurisdiction, the dispute resolution provisions set forth in paragraph 18.7 shall control. If
the dispute is not resolved by the time the Annual Usage Charge invoice is issued, Licensee shall
nonetheless pay the invoice based upon the disputed Usage Rate. Payment by Licensee of the invoice
shall not prejudice Licensee's ability to continue to contest the Usage Rate, and CITY agrees not to
interpose any claim, defense, or counterclaim that Licensee has waived its right to contest the Usage
Rate by paying the disputed invoice. Failure to pay the disputed Usage Rate shall constitute a breach
of this Agreement.
3.4 In each January of each Contract Year and continuing
thereafter until the expiration or termination of this Agreement, CITY will invoice for, and Licensee shall
pay, within 45 days after receipt of invoice, the Annual Usage Charge for the new Contract Year. All
overdue balances shall accrue interest at the rate of 1% per month from the due date until paid, or the
maximum rate allowed by law, whichever is less.
3.5 j� ;;� ,,�p, Jf Licensee believes in good faith that an Attachment count contained in an
Annual Usage Charge invoice is incorrect, it shall nonetheless pay the invoice under protest. To protest
an invoice, Licensee must give CITY written notice of the nature of its protest no later than the due date
for payment of the invoice together with copies of records and other documentation supporting its
position. The parties shall promptly meet to resolve the discrepancies in their records to determine the
correct Attachment count. If the parties are unable to resolve a discrepancy as to the correct count, the
parties may, upon mutual agreement, jointly conduct a physical inventory of geographical grids or other
mutually agreeable census to determine the correct count. The cost to conduct such inventory or census
shall be equally divided befinreen the parties.
3.6 "��° �� If upon resolution of a dispute between the parties under paragraph 3.2 or
paragraph 3.4, a refund is due to Licensee, CITY shall refund the amount of the overcharge together
with interest at the rate specified in paragraph 18.5 from the date of CITY's receipt of the protested
Annual Usage Charge payment. If Licensee owes additional money, a corrected invoice shall be issued
by CITY for the additional Annual Usage Charge due, plus accrued interest at the rate specified in
paragraph 18.5 from the due date of the original invoice.
3.7 G�� �Il��ro�r�r���� Unless otherwise expressly stated in this Agreement, there shall be no offsets
against any sums due under this Agreement, or any other allowances, for system improvement, materials
or labor supplied, upgrading, life extension, or other direct or incidental benefits conferred by Licensee
upon CITY or its poles, system, or facilities. All such improvements and benefits belong solely to CITY,
and the fact that such improvements or benefits may accrue shall in no way alter or affect Licensee's
obligations under this Agreement.
ARTICLE 4 ATTACHMENT
LICENSES
4.1 Licensee shall have an Attachment License with CITY before
pertorming any new Attachment work on a Pole or making any Contact with, or Attachment to, a Pole or
other facility on CITY property or easement. Maintenance of existing equipment shall be allowed, including
transfers for new poles and for Make Ready work of other Licensees, if Licensee has a current Attachment
License that covers the existing Attachments and equipment. Licensee must have an Attachment License
for each Pole or group of Poles to which Licensee's Attachments are to be affixed, identifying each separate
Attachment to the Pole(s) by type. An Attachment License is not needed to pertorm visual inspections
necessary for preparing an Attachment Application.
4.2 � Licensee must provide 15 business days' notice when it seeks to overlash to an
existing Licensee or Third Party User Attachment or Pole Contact. Licensee may not allow another party
to overlash to Licensee's facilities without such party first having an agreement with the CITY. Poles are
the sole property of CITY, and Licensee shall not charge or accept any financial consideration for allowing
a third party to Overlash to an Attachment or Pole Contact without CITY's written consent.
4.3 �,��I'r,��t�c�� l�r��+��� ihe Application must be submitted in the then approved CITY format.
The Application form, and all required supporting documentation and other procedures, are within the
reasonable discretion of CITY and may change from time to time upon prior written notice (provided
such changes are not inconsistent with the terms and conditions of this Agreement and applied in a
nondiscriminatory manner). CITY may reject entirely an incomplete Application, or it may request
additional information to support the Application, in which event the requested information shall be
promptly furnished. In the event that CITY denies an Application, it shall provide written notice of its
reason for denial to Licensee within 25 business days of the date the Application was submitted.
4.4 Filina Fee �"he Filing Fee shown in Exhibit A shall be paid at the time the Application is
submitted. No Application will be considered before payment of the Filing Fee.
4.5 �
A. CITY retains sole and complete discretion to deny or modify any Attachment Application
in order to be able to preserve the safety, reliability, integrity, and effectiveness of the electric
distribution system that constitutes the core of its business and its governmental mandate. CITY
will approve, modify, or deny an Attachment Application within 15 business days of submission.
Licensee may request CITY to reconsider a denial or modification of an Attachment Application.
CITY may approve an Application as submitted, approve it on a modified or conditional basis,
or may deny the Application in accordance with the policies adopted by CITY. An Application
may be denied solely for the reason set forth. The CITY's City Manager, or designee, may deny
an application if:
1. the applicant fails to submit a complete Attachment Application;
2. the applicant fails to supplement its Attachment Application with additional
information or otherwise cooperate with the utility as requested in the evaluation of the
Attachment Application;
3. the applicant fails to pay the applicable Filing Fee;
4. the proposed attachments are of excessive size or weight or would otherwise
subject utility infrastructure to unacceptable levels of additional stress;
5. approval would jeopardize the reliability or integrity of the electric system or of
individual units of utility infrastructure;
6. approval would present a safety hazard to City employees or the public;
7. approval would impair the City's ability to operate or maintain utility infrastructure;
or
8. approval would require an unacceptable change, upgrade, or addition to
utility infrastructure.
B. In the event that CITY intends to deny an Attachment Application based on sub-
paragraph numbers 1- 8 set forth in Paragraph 4.5(a) above, or for any other reason for which
denial is permitted by law, and the Pole may be modified or replaced to resolve that issue, CITY
shall approve the Attachment Application provided that:
1. The Licensee agrees to pay CITY's Costs to so modify or replace the Pole; and
2. The Attachment Application is otherwise acceptable and grantable pursuant to
the terms and conditions of this Agreement and applicable law. Provided, however, that
nothing in this sentence abridges or modifies the requirements set forth in paragraph 6.4.
4.6 �ird�� +�� � r��+�! Applications concerning a particular Pole will be considered and acted
upon by CITY in the order in which they are filed. For purposes of evaluating an Application with respect
to Pole capacity and existing Third Party User Attachments, CITY will consider not only all existing
attachments but also all valid Attachment Licenses and reserved CITY space.
4.7 �n ����ur➢� Licensee shall submit documentation of its field evaluation using a CITY-approved
Licensee employee or contractor. CITY shall not unreasonably withhold, condition, or delay grant of
approval for a CITY- approved Licensee employee or contractor. CITY shall accept and rely on such
documentation, but shall reserve the right to perform, or have a firm retained by CITY pertorm, its own
engineering and field evaluation including pole loading analysis. All Costs for such engineering and field
evaluation shall be paid by Licensee. With respect to a particular Pole, CITY's engineering shall take
into account and allow space for all Attachment Licenses, which are valid for that Pole. In granting an
Attachment License, CITY shall issue to Licensee the related Design Documents that were paid for by
the Licensee.
4.8 ��t�cP�nr��r�t Li����� !�x ir'�tic��r All Attachment Licenses and Design Documents and any rights
conferred thereunder shall expire on the later of (i) 120 days after issuance (or such longer period as the
parties may agree to in writing) or (ii) 60 days after completion of all Make-Ready work, unless all Make-
Ready and installation work has occurred in accordance with the Design Documents before the end of
such period. If an Attachment License for a Pole expires, Licensee shall re-apply, de nova, for an
Attachment License and must receive such License from the CITY before Licensee can begin working
on or making an Attachment to that Pole.
ARTICLE 5
GENERAL REQUIREMENTS
5.1 �j , In performing any work on or near Poles supporting energized electric lines,
Licensee, and its Contractors, agents and employees shall comply with Chapter 752 of the Texas Health
and Safety Code and all federal, state and local laws, rules and regulations governing work in proximity
to energized electric lines, including without limitation, those promulgated by the Occupational Safety
and Health Administration. LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS CITY,
ITS OFFICERS, EMPLOYEES, VOLUNTEERS, AGENTS, CONTRACTORS, AND
SUBCONTRACTORS FROM AND AGAINST ALL CLAIMS, DEMANDS, ACTIONS, SUITS AND
JUDGMENTS ARISING FROM OR CONCERNING A BREACH BY LICENSEE OF ITS OBLIGATIONS
UNDER THIS PARAGRAPH.
5.2 �I�c�ri��� ��adl� Licensee, and its Contractors, agents and employees, and all work, Contacts,
and Attachments on a Pole shall at all times comply with the-then current Electrical Code, as applicable.
5.3 II installation and other work pertormed by Licensee on a Pole or
Attachment shall at all times comply with the Design Documents and CITY Distribution Construction
Standards and CITY requirements subsequent to Make-Ready inspections.
5.4 Licensee shall not cause any interruption of CITY or Third Party User
services without first obtaining CITY's express written consent as provided by Article 6. If it is necessary
for CITY to de-energize any equipment or lines for Licensee's benefit, Licensee shall (a) reimburse CITY
in full for all Costs in doing so, and (b) coordinate any customer or system outages with the CITY. In the
event Licensee damages any of CITY's equipment or lines or causes any service interruption, Licensee,
at its sole expense, shall immediately do all things reasonable to avoid injury and further damage, direct
and incidental, resulting therefrom and shall notify CITY immediately. Licensee shall be liable for all
Costs resulting from such damage and any necessary repairs.
5.5 �'� � CITY shall have the right to conduct on-site field oversight and inspections of
Licensee's Attachments, work, and operations on CITY'S Poles. CITY may conduct pre-construction
surveys, and post-construction inspections at Licensee's expense and shall provide Licensee with the
results. CITY shall at all times have unrestricted access to Poles and to all field work sites of Licensee
and Licensee's Contractors. Both CITY and CITY's representative at any Pole site shall have complete
and final authority to order the immediate suspension of Licensee's construction or installation activities
if CITY or CITY's representative, in its sole discretion and judgment, deems such action necessary for
reasons of safety, engineering, electrical service reliability, or failure to obtain proper licenses and
permits. If an immediate suspension order is issued, the CITY or CITY's representative shall have the
right to inspect any and all facilities installed up to that point on Licensee's Attachment submittal, at
Licensee's expense. In the event of an oral suspension order, CITY shall send written notice to Licensee
within three (3) days after such suspension, identifying the basis for suspension. Such suspension shall
be in effect until such time as the Licensee cures, at Licensee's sole Cost, the alleged basis for
suspension. In no event shall CITY be responsible for any damages, losses, or costs incurred by
Licensee as a result of such work stoppage. Licensee's failure to obey a suspension order issued in
accordance with this Agreement shall constitute a breach of this Agreement.
5.6 Laws To the extent that the Code of the City of Denton lawfully requires Licensee to possess a
valid franchise or construction permit before engaging in a particular act, Licensee must comply with
such requirement before beginning installing Attachments. Nothing in this Agreement shall be construed
as waiving other CITY requirements or permitting the construction of facilities other than Attachments.
Attachments must conform to local, state, or federal law. Licensee's use of any Pole and Licensee's
Attachments shall at all times conform to the requirements of the CITY's Code of Ordinances,
infrastructure usage regulations, and the published policies promulgated by the CITY pursuant thereto.
5.7 �#���r �"��wrtr�rti�t� Licensee shall apply for and obtain all licenses, permits or other authorizations
required to provide its service or to use, operate or maintain its Attachments. If Licensee is denied any
required license, permit or authorization, Licensee may, upon written notice to CITY, terminate any
Attachment License granted hereunder that was predicated upon the grant of such license, permit or
authorization.
5.8 "i��m� ����N �w��w� Licensee shall pay all taxes and assessments lawfully levied on Licensee's
Attachments and any tax, assessments, fee, or charge levied on Poles solely because of their use by
Licensee. In no event shall Licensee permit any lien to be filed or to exist upon any Poles or CITY
property as a result of any claim against Licensee. Licensee shall promptly pay upon receipt of written
notice from CITY all such liens together with all fees and costs necessary to discharge same, or shall
bond around such liens in the manner provided by law.
5.9 Electrical Code Conflicts In the event of a difference, conflict, or discrepancy between or
among the requirements or practices of any Electrical Code or safety regulations, laws, or industry
standards the following rules shall apply: (A) if one specification or practice is more stringent than the
other, the more stringent shall apply; (B) if one is not more stringent than the other, the NESC shall
govern to the extent permitted by law; (C) if the first finro rules are insufficient to resolve the conflict in a
clear and unambiguous manner, CITY shall determine which standard shall apply, giving highest priority
to safety considerations.
5.10 C���o r� C� ��w�a���� ��rr��Mi��� In the event of a difference, conflict, or discrepancy befinreen or
among the requirements or practices of the Design Documents and CITY Distribution Construction
Standard, the Design Documents shall govern. In the event Licensee believes a Design Document or
CITY Distribution Construction Standard is inconsistent with Electrical Code or applicable law, Licensee
shall refer the matter to CITY for determination.
ARTICLE 6
MAKE-READY
CONSTRUCTION PART A
GENERAL PROVISIONS TRADITIONAL OR COMPLEX MAKE READY
6.1 '���a�r°r���n+�� �� ���t �a� I���� ���d �+�r� Except as otherwise provided in this Article, all
Make-Ready Work shall be pertormed by the CITY and/or a contractor authorized by CITY to perform
such work. All Make-Ready Costs shall be borne solely by Licensee, including without limitation, costs
of planning, engineering, construction, and pole replacement or modifications, except as set forth in
paragraphs 6.3, 6.4, and 6.5. CITY will advise Licensee of estimated Make-Ready Costs. Make-Ready
Work will not commence until Licensee has paid estimated Make-Ready Costs.
6.2 '�� rr��nt �f ��N������r� '4,�"a�r°� Upon completion of Make-Ready Work, CITY shall invoice
Licensee for CITY's actual cost of such Make-Ready Work. After completion of the Make-Ready Work
the actual Make-Ready Cost will be trued up against the estimated Make-Ready Costs payment and
refunds due will be credited against the next annual pole attachment fee.
6.3 Tl�trd �"� ���il��'�'+�� Make-Ready Costs that are to be paid by Licensee include all costs and
expenses to relocate or alter the attachments or facilities of any pre-existing Third Party User as may be
necessary to accommodate Licensee's Attachment. CITY shall provide at least 30 calendar days' written
notice to each Third Party User that needs to relocate or alter its facilities to accommodate Licensee and
attempt to make all other necessary arrangements directly with the affected Third Party Users. CITY
agrees to make best efforts to cause a Third Party User to relocate such Third Party User's facilities,
including declaring such Third Party User's facilities to be unauthorized, in accordance with the terms of
CITY's pole attachment agreement with such Third Party User, if the Third Party User fails to relocate its
facilities within the time periods specified in the pole attachment agreement between CITY and such
Third Party User.
6.4 f�cw���a���rnr�N�i ,�ttachments Notwithstanding paragraphs 6.1, 6.2, or 6.3, Licensee shall not
be liable for any cost or expense to modify, replace, relocate, or alter any attachments of CITY or a Third
Party User that do not comply with the Electrical Code or applicable law. Licensee shall notify CITY if
Licensee determines that any Third Party User attachments are out of compliance with the Electrical Code
or applicable law, and CITY shall use its best efforts to cause any Third Party User to bring existing
attachments into compliance within 30 calendar days of such notice. If after 30 calendar days the owner
of the out-of-compliance attachment has not completed its work and brought its attachment in to
compliance with the Electrical Code and applicable law, CITY shall declare such Third Party User's
facilities to be unauthorized, and CITY or Licensee may relocate or alter the Third Party User's attachment
at the Third Party User's expense. CITY shall use its best efforts to cause the Third Party User to pay
Licensee its costs and expenses for bringing such Third Party User's attachment in compliance with the
Electrical Code and applicable law.
6.5 I�+�i+� I�� ��+��p�rw��fi �rw� �'�0�����'��r�.�� CITY shall change, modify, or replace any Pole, at
Licensee's request, unless such change, modification, or replacement will jeopardize the safety or
reliability of CITY's electrical service. Except as otherwise provided in this paragraph, Pole replacement
Costs shall be borne by Licensee if Pole replacement is requested by Licensee or if, because of
insufficient capacity, approval of Licensee's Attachment Application first causes the need for the Pole
replacement. CITY agrees that if a Pole is broken, rotten, or not otherwise in compliance with the
Electrical Code or applicable law, standard Pole replacement costs shall be borne by CITY, except for
additional pole height above the height of the existing pole; or pole strength required to accommodate
Licensee's new attachments. If the non-compliance with the Electrical Code or applicable law or the
broken pole is the result of Licensee's actions or the actions of Licensee's subcontractors, the Licensee
shall be liable for the expense.
6.6 M��a�� �N ��+��� Nofinrithstanding anything set forth in paragraph 6.4 with respect to Licensee's
responsibility to pay CITY's costs of changing, modifying, or replacing any Pole, CITY shall continue its
existing Pole maintenance, modernization, and upgrade program.
CONSTRUCTION PART B
GENERAL PROVISIONS ONE TOUCH MAKE READY OR SIMPLE MAKE READY
6.7 ��M'�+���i�n� Licensee shall survey the Poles to identify any Third Party Users and required Make
Ready prior to making an application for attachment. If the required Make Ready does not (i) require the
replacement of a pole, (ii) create a situation in which there is a reasonable expectation that a service
outage could occur, (iii) involve wireless communications facilities, and (iv) involve work required to be
performed outside of the communications space; the Licensee shall make a recommendation that the
Application be treated as simple Make Ready eligible for the One-Touch Make Ready process and provide
a copy of the survey with the application. CITY has ten (10) business days to review the application for
completeness. If the application is deemed incomplete, CITY will provide specific reasons why the
application is incomplete and will re-review the application within five (5) business days of Licensee's
resubmission. The CITY has 15 business days in the case of normal orders and 30 business days in the
c��� of large �rd�rs to review and ���rove or deny the application. CITY has the right to r°�j�ct the
Li���see's det���uination that the M�N<� Ready is simple which will place the application in th� �rocess
identified in Construction Part A above.
6.8 ��tifi��t��w��� If the application qualifies for One-Touch Make Ready, Licensee will provide Third
Party Users with 15 days' notice of proposed work. Such notice may be given at the same time the
application is submitted by Licensee to CITY or any time thereafter. Such notice must contain (i) the date
and time of the Make Ready, (ii) a description of the work involved, (iii) the name of the contractor being
used, and (iv) provide the Third Party User or City a reasonable opportunity to be available during the
Make Ready. If Licensee elects to provide the notification prior to the application being approved and the
Make Ready is revised or determined to be complex, the Licensee must provide the Third Pa�ty Users
with a new notice or notification that the Make Ready required will be complex.
6.9 q��a�� ��m ���d�r� ��p� ���i��r Within 15 business days of completion of the Make Ready, Licensee
shall notify CITY and Third Party Users of completion of the Make Ready. Within 90 calendar days of
Licensee providing notice of completion of Make Ready to affected Third Party Users and the CITY, the
Third Party Users and the CITY shall have the opportunity to complete a Post Completion Inspection. The
affected Third Party Users and CITY shall have 15 business days from their inspection to provide a report
to Licensee identifying any damage or violations caused by Licensee including reasonable documentation
of the damage or violation. The CITY or affected Third Party User shall at its option, complete the
necessary remedial work and invoice the Licensee or require the Licensee to fix the damage or violations
at its expense within 15 business days following the receipt of notice from the CITY or Third Party User.
ARTICLE 7
INSTALLATION AND MAINTENANCE OF ATTACHMENTS
7.1 1���1N��i��r� Upon (A) completion of Make-Ready work, and (B) CITY's receipt of full payment of
all sums owing to CITY, if any, for engineering, Make-Ready, and other Costs in connection with the
applicable Pole, Licensee may affix its Attachments to the Pole as set forth in the Attachment License
and Design Documents.
7.2 ��r��r�u�w���ti�r� ���� Except as otherwise provided herein, all Attachments and Contacts on
a Pole must remain in the Communications Space. Licensee operations in the Supply Space or in the
space separating the Communication and Supply Spaces are prohibited. The Communications Space
includes the space reserved for each attachment on a given pole. Each attachment or space reserved
in the Communications Space shall have a maximum size of finrelve (12) inches. Each thru-bolt type
Attachment where the Pole is drilled and bolted to support cable and messenger or band used to support
cable or messenger shall maintain a minimum of 12" vertical separation from adjacent bolts or bands.
7.3 I���r�t�r��r��� Licensee shall, at its sole expense, make and maintain its Attachments in a safe
condition and in good repair including maintain tree trimming and clearances, and in such a manner as
to not interFere with or interrupt CITY's lines, facilities, and services or with Third Party User attachments,
facilities, and services.
7.4 I��� C����a � Licensee shall not cause damage to CITY or Third Party User facilities or
operations. If Licensee, its Contractors, agents, employees, or Attachments cause damage to CITY or
Third Party User facilities or operations, Licensee assumes all responsibility for, and shall, as determined
by CITY, either repair or promptly reimburse CITY or the Third Party User for all direct loss and expense
caused by such damage. Licensee shall immediately inform CITY and all damaged Third Party Users
of any damage to their facilities.
7.5 Licensee shall leave proper sag in its lines and cables and shall
observe the established sag of power line conductors and other cables so that during the life of the
Attachment minimum clearances are (A) achieved at Poles located on both sides of the span and (B)
maintained throughout the span. A minimum clearance befinreen surfaces must be maintained between
Licensee's and others' Cables at mid-span and between Licensee's and others' Attachments and Pole
Contacts on the Poles. Licensee will correct any clearance violations caused by its facilities or
attachments. In no event will Licensee be responsible for clearance violations caused by any other party,
including CITY. Licensee will be responsible to resolve or remedy any incident where their Attachments
fail to comply with Electrical Code safety clearance standards.
7.6 "�;,�n unobstructed climbing space must be maintained at all times on the face of
all Poles as required by Electrical Code, as well as adequate ground access to Poles. All Attachments
must be placed as to allow and maintain a clear and proper climbing space. Licensee shall place its
Attachments on the same side of the Pole as the majority of existing Attachments, if any. Licensee is
prohibited from Boxing on CITY poles. Notwithstanding the foregoing, in no event will Licensee be
responsible for climbing space violations caused by any other party, including CITY.
7.7 "� Each Attachment shall be identified at all times by an identifying marker at each pole
approved by CITY that, at minimum, (A) is permanent in duration and not degradable by rain or sunlight
(B) has coloring and numbering or lettering unique to Licensee, and (C) is capable of being read unaided
from the ground by a person with normal vision.
7.8 "�� �"�"� Licensee shall be responsible for all tree trimming necessary for the safe and
reliable installation, use, and maintenance of its Attachments, and to avoid stress on Poles caused by
contact befinreen tree limbs and Licensee's Attachments. All tree trimming shall be performed in
accordance with the-then current CITY tree-trimming policies (to the extent not inconsistent with the
terms and conditions of this Agreement), including without limitation those relating to owner notification
and consent. The Licensee shall immediately resolve any citizen complaint of tree trimming related to
the Licensee's Attachments to the satisfaction of the CITY.
7.9 �in��a�r� �w�� �r�i ir� Licensee shall provide all anchors and guying necessary to accommodate
the additional stress and load placed upon a Pole by its Attachments. Anchors, guys, and guy guards
shall be in place and in effect prior to the installation of Attachments, cables, or any other facilities on a
Pole. Licensee shall not attach to any CITY anchors or guying. Anchors shall not be placed outside of
the easement in which a Pole stands.
ARTICLE 8
MODIFICATION OF ATTACHMENTS
g,1 �lc� ��w��.�th��a�ri���i �I��a�lifi���kic�n� Except for routine modifications as provided in Section 8.2,
Licensee shall not change the type, nature, or location of any Attachment or alter its use of a Pole without
prior written CITY consent. Any such unauthorized modifications shall be deemed an Unauthorized
Attachment and the remedial provisions in Article 10 (Unauthorized Attachments) shall apply.
8.2 i�c��u�mr�� �+�i����ti���� Licensee does not need CITY consent for (A) changes incident to
routine maintenance and repair; (B) installations of Service drops; (C) removal of Licensee's
Attachments; (D) upgrades of existing equipment that do not materially alter pole loading or pole space
utilization; or (e) Overlashing for which notice was given.
8.3 �i'T"� �N�r�a��te� �li�+��°���c�iic�r�� Within 30 business days of written request by CITY or within
such other mutually agreed upon timeframe, Licensee shall move or rearrange its Attachments in order
to maximize the usable available Pole space and/or to accommodate CITY facilities. Licensee shall do
so at its sole cost and risk, except that Licensee shall not be responsible for any costs or expenses
incurred to relocate or alter its Attachments to accommodate the Make-Ready work of other Third Party
Users. If Licensee fails or refuses to comply with the directions of CITY to change, alter, improve, move,
remove or rearrange any of its Attachments in accordance with this Agreement, CITY may then opt to
change, alter, improve, move, remove or rearrange such Attachments without incurring any liability,
except as provided in Article 16, to Licensee and at Licensee's sole cost and risk, or CITY may proceed
under Article 13 of this Agreement.
8.4 ��+�rc���w�i�� In case of an Emergency, including electrical service restorations, CITY may
move, rearrange or transfer Licensee's Attachments, without notice and without liability to Licensee or
to any other person, except as provided in Article 16. Licensee shall be responsible for all Costs and
shall reimburse CITY for the costs CITY incurs relating to such work within forty-five (45) business days
of the date CITY sends Licensee an invoice for such work. An "Emergency" is a condition that: (i) poses
an immediate threat to the safety of utility workers or the public; (ii) materially and adversely interteres
with the performance of CITY or another Third Party User's service obligations; or (iii) poses an
immediate threat to the integrity of CITY or another Third Party User's Poles or equipment. As soon as
practical thereafter, CITY shall notify Licensee of such events and actions.
8.5 ����r�°���d P"c���� If any Pole on which Licensee has an Attachment is substantially destroyed
or damaged by fire, storm, accident, or otherwise, CITY shall be under no obligation to rebuild or replace
such Pole, but may elect to ter�rir��t� �.icens��"� Att���r��rr� Li��n�� fc�r ���� N��I� w�vi�hc�r�t arr�r li��imit�
to Licensee. CITY shall notify Lic��N���� in wr°it��°a� a� ����°���ni����an u�w����r tf�is ��r��c��h, �nd L.u��r����
shall be entitled to a pro-rata refund of any prepaid �r��i� u����rn��� �a�nu�l 11���� �h�r�� �t�ri��u��'�N� t�a
the Attachments on such damaged or destroyed Pole. Nothing herein shall prohibit Licensee from
repairing or replacing such damaged or destroyed Poles at Licensee's sole cost and expense if: (A) CITY
elects not to repair or replace same, and (B) Licensee is permitted to do so under the City Code, the
terms of Licensee's franchise, if applicable, and any applicable easements.
8.6 Pole Transfers
A. Licensee and CITY expressly agree that for the orderly management of public rights-of-
way and aesthetic considerations, double or multiple poles shall be prohibited if a new Pole
contains sufficient carrying capacity to support existing Pole attachments. If CITY replaces an
existing Pole supporting an Attachment with a new Pole, CITY will provide at least 30 days'
advance written notice to Licensee that Licensee must transfer its Attachment to the new Pole
except for emergencies. If mutually agreed upon and if reasonably feasible and safe to do so,
CITY will transfer the Attachment to the replacement Pole when CITY transfers its own lines and
facilities. Licensee may also notify the CITY in writing within 15 days of the notice that it does
not desire to occupy the new Pole. Failure of Licensee to timely respond to CITY's notice shall
be deemed an election to occupy the new Pole. If Licensee opts not to occupy the new Pole,
Licensee shall remove its facilities from CITY'S Pole within 30 days from the date the
replacement pole is installed and ready for use and Licensee's Attachment License to the
replaced Pole shall terminate as of the date of replacement and as liquidated damages to CITY
for Licensee's failure to remove Licensee's attachments from the replacement pole the Usage
Rates for such Pole shall be finro times (2x) the Annual Usage Fee, starting 30 days after the
date of replacement. Should the existing pole upon which Licensee's facilities remain attached
become damaged or rotten, the City shall not be responsible for its replacement and the Licensee
will need to make other arrangements for their facilities. Licensee shall not be entitled to a refund
of any Annual Usage Charge as a result. For each Attachment transferred by CITY, Licensee
shall pay a transfer Fee as set forth in Exhibit A, unless the transfer is the result of a Third Party
User attachment request, in which case the Third Party User will pay for Licensee's transfer.
B. All Poles, including any new Poles that may be required, shall be installed in the same
line of existing poles unless it is infeasible to do so either safely, technically, or legally.
8.7 _�������w�wr� Upon at least 60 days advance written notice, Licensee agrees that it will bear all
actual and reasonable Costs associated with the relocation or re-routing of its Attachments in the event
CITY facilities are removed from a Pole. In such event, CITY shall be under no obligation to maintain
any Poles that no longer support CITY lines and may remove Licensee's Attachments when removing
the abandoned Pole at Licensee's sole Cost and risk if Licensee fails to relocate its facilities in a timely
manner. City is not responsible for any negotiations for reimbursement for developer related relocations.
8.8 ��Jw�c��r�r��r�� ��rna°��r�ia�w� Upon written notice, Licensee agrees that it will bear all Costs
associated with the relocation or re-routing of its Attachments in the event CITY facilities are removed
from a Pole and re-routed through underground conduits. In such event, CITY shall be under no
obligation to maintain any Poles that no longer support CITY supply lines and may remove Licensee's
Attachments when removing the abandoned Pole at Licensee's sole Cost and risk. CITY will afford
Licensee the opportunity to relocate underground, at Licensee's expense, where reasonably practicable.
ARTICLE 9
INVENTORY, INSPECTIONS, ANNUAL REPORTING, RIGHT TO AUDIT
9.1 �k h� �+� ��� ��� CITY may inspect Licensee's work and Attachments at any time. CITY may
conduct these inspections for any purpose relating to this Agreement, including without limitation: (A)
determining compliance with the Design Documents or other design and installation requirements; or (B)
determining compliance with Electrical Code. The making of an inspection by CITY shall not operate in
any way to relieve Licensee or Licensee's insurers of any responsibility, duty, obligation, or liability under
this Agreement or otherwise, nor does CITY's ability to make inspections relieve Licensee from its
obligations to exercise due care in the operation and inspection of its Attachments. Further, by conducting
any inspection CITY is not responsible for the design, installation, or maintenance of Licensee's facilities
or for any damages in anyway related to Licensee's Attachments to CITY'S Pole.
9.2 ��r� �ii�r��e In the event any inspection of an existing Attachment reveals that corrections or other
actions are required of Licensee under this Agreement, including without limitation those required for
reasons of safety or structural integrity, Licensee shall make such corrections or take the requested actions
within 30 calendar days after the date CITY sends Licensee a written notice informing Licensee of the
corrections to be made. If such corrections cannot be made within 30 calendar days, the parties will agree
on a mutually acceptable timeframe. CITY may also perform such work without notice, at Licensee's sole
Cost and risk, except as provided in Article 16, if CITY determines in its reasonable judgment and discretion
that an Emergency does not permit full advance notice to Licensee. If Licensee fails or refuses to comply
with the directions of CITY, the Attachment License(s) for the Attachments in question shall be terminated.
In no event will Licensee be responsible for corrections of violations caused by another party, including
CITY. CITY may opt to change, alter, improve, move, remove or rearrange such Attachments without
incurring any liability to Licensee, except as provided in Article 16, and at Licensee's sole Cost and risk, or
proceed under Article 13 of this Agreement.
9.3 ��ter�iwv�ri�i� 1����r�f��r Not more than once every 3 years, nor less often than once every 10
years, CITY may, but is under no obligation to, conduct a system-wide inventory of all Licensee
Attachments and Third-Party User attachments on its Poles, for which Licensee shall bear its
proportionate share of Costs with all other Licensee's and Third Party Users. CITY will notify Licensee
at least 90 days in advance of the times and places of such inventory, and Licensee may have
representatives accompany CITY on the inventory. CITY may use the results of the inventory for
purposes of calculating the Annual Usage Charge, but may also rely upon geographical grids or other
mutually agreeable census to determine the correct count.
9.4 �r�r�u�� �� �rti��� �,� w�i��rr�+�r�t� Licensee shall report the following to CITY no later than
October 31 of each year:
A. List of Installations The Licensee shall provide a list of specific Poles (by CITY Pole
number, if available) on which the Licensee has installed, during the relevant reporting period,
Attachments and Service Drops, or any other facility.
B, N���t �f N�r�-�ur��tcar��l f���;��l�rw��r�t The Licensee shall provide a list of all Attachments or
other installations that have either become non-functional, surrendered, or for which the
Licensee is no longer paying under the Annual Usage Charge during the relevant reporting
period. The report shall identify the specific Pote (by CITY Pole number, if available) on which
the nonfunctional Attachment or installation is located and provide a description of the
nonfunctional equipment.
C. �r�rc�v�� �.��ui�r��r�� The Licensee shall provide a list of any equipment removed (and
not replaced by substantially similar equipment) from specific Poles (by CITY Pole number, if
available) during the relevant reporting period. The report shall identify the Pole from which the
equipment was removed, a description of the removed equipment, and indicate the approximate
date of removal.
D. ��ila�Mr� �� F�� �� Failure of a Licensee to provide CITY the required annual information
within forty-five (45) business days following issuance of written notice by CITY shall result in
CITY suspending all work on the Licensee's Applications which may be in process or may be
submitted after the suspension date. Within three (3) business days of CITY receiving the
required annual information, CITY shall resume processing the Licensee's Applications in the
order that they were initially received by CITY.
9.5 ������ �� ����w� The Licensee grants the CITY, or its designees, the right to audit, examine or
inspect, at the CITY's election, all of the Licensee's records relating to number and types of Licensee's
Attachments during the term of the agreement and retention period herein. The audit, examination or
inspection may be performed by a CITY designee, which may include its internal auditors or an outside
representative engaged by the CITY. The Licensee agrees to retain its records for a minimum of four
(4) years following termination of the agreement, unless there is an ongoing dispute under the
agreement, then, such retention period shall extend until final resolution of the dispute. "Licensee's
Records include any and all information, materials and data of every kind and character generated as
a result of the work under this agreement. Example of Licensee records include but are not limited to
billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence,
meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments,
arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, policies,
procedures, and any and all other agreements, sources of information and matters that may in the CITY's
judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered
by the agreement. The CITY agrees that it will exercise the right to audit, examine or inspect only during
regular business hours. The Licensee agrees to allow the CITY's designee access to all of the Licensee's
Records, Licensee's facilities, and current or former employees of Licensee, deemed necessary by CITY
or its designee(s), to perform such audit, inspection or examination. Licensee also agrees to provide
adequate and appropriate work space necessary to CITY or its designees to conduct such audits,
inspections or examinations. Licensee must include this audit clause in any subcontractor, supplier or
vendor contract.
ARTICLE 10
UNAUTHORIZED ATTACHMENTS
10.1 IJ���at�'�c�ri��a� a��tt���a��a�r��� Licensee shall not place any Attachments on a Pole or other CITY
infrastructure except as authorized by an Attachment License. If one or more Unauthorized Attachments
are discovered, Licensee shall comply with this Article 10 or, if Licensee fails to comply, CITY may, but
shall not be required to, remove the Unauthorized Attachment without incurring any liability to Licensee
and at Licensee's sole Cost, as described in this paragraph 10.1. With respect to any Unauthorized
Attachment, CITY may opt to:
A. Require that Licensee remove such Unauthorized Attachment upon written notice or, if
Licensee fails to do so as described in part B of this paragraph 10.1, remove such Attachment at
Licensee's sole Cost and risk; or
B. Require that Licensee pay all costs to correct any Code or other violation, all inspection
and engineering costs to field-check necessary Poles, Unauthorized Attachment Fees, with interest, for
each unauthorized Attachment (as shown in Exhibit A Pole Attachment Charges), and submit an
Application for each such Unauthorized Attachment, together with the then-current Filing Fee and Annual
Usage Charge for the current year. If such penalty fees, Application, and charges are not received by
CITY within 30 days of notice of the Unauthorized Attachment, or such reasonable time under the
circumstances, CITY may then opt to remove Licensee's Unauthorized Attachments pursuant to Part A.
of paragraph 10.1. CITY reserves the right to immediately remove any Unauthorized Attachments that, in
the CITY'S sole opinion, pose an imminent danger to electrical utility operations or the public.
10.2 Remedies Cumulative The remedies afforded CITY under this Article 10 are in addition to any
civil or criminal penalties provided by City Ordinance, as amended.
10.3 �����i�����an I�p��t �� i�� 'M�'r�t�rw No act or failure to act by CITY with respect to an Unauthorized
Attachment or any other unauthorized use of CITY Poles or property shall be considered to be a
ratification, licensing, or permitting of the unauthorized use, irrespective of any othen�vise applicable
doctrine of waiver or !aches.
10.4 ������iw+� VJ�r��t1���ii���N l�tt��hrr�+��r�� Following the first audit after the Effective Date, if CITY
determines that Licensee has made more than 30 Unauthorized Attachments cumulatively during any
Contract Year, Licensee shall be considered to be in breach of this Agreement and CITY retains the right
to terminate this Agreement and require removal of Licensee's Attachments in accordance with Article 13
of this Agreement. Licensee herein reserves the right to challenge any such termination and maintain its
Attachments until such challenge is exhausted.
ARTICLE 11
ACCESS TO CONDUIT AND DUCTS
11. 1 Scope Nothing in this Agreement require, or shall be construed as to require CITY to
provide Licensee with access to CITY's electrical Ducts and Conduits.
ARTICLE 12
CUSTOMER INTERACTION
12.1 �r�r ��� Licensee acknowledges that the scope of its proposed project and Attachment
installation it intends to undertake under this Agreement will require Licensee to make extensive and
repeated intrusions onto the private property of CITY customers in order to access Poles. The purpose
of this Article is to establish minimum standards of conduct with respect to property owners and CITY
customers.
12.2 �.N��r���� �o�w�dV��c� Before engaging in electrical installation work on the property of a CITY
customer (except for connections or disconnections of customer's service or doing maintenance on
existing Licensee facilities), Licensee shall, at minimum:
A. Provide CITY's Electric Utility Dispatch Center, (940) 349-7644, or such other
department or division and number as CITY from time to time may designate, with notice of the
times, locations, and nature of the work to be performed;
B. Require all field crews, and those of its Contractors, to carry and distribute upon request
information packets explaining in detail the nature, extent, and purpose of the work being done
and listing the telephone number and web site where additional information can be found;
C. Establish and maintain a call-center telephone number during all hours during which field
work is being done that is staffed by knowledgeable personnel who can answer and resolve
customer questions and complaints in a timely manner concerning the work being done on their
premises;
D. Require all field crews to wear I.D. badges that identify themselves as employees or
Contractors of Licensee;
E. Have all vehicles used in field work bear the logo(s) of Licensee's Contractors or
Licensee; and
F. Have readily available, during all hours in which field work is being done, one or more
knowledgeable personnel who can communicate with and assist the City Manager's Office and
City Council members regarding property owner complaints, and also have available qualified
personnel to conduct on-site resolution of property owner complaints.
12.3 F��a �I"'I'"w"" ��il��t��c�r� Licensee, and its employees, Contractors, and agents shall not at any time
represent themselves to the public, any CITY customer, or any resident as being associated with, having
the permission of, or having been requested by the City of Denton to be on private property. Licensee
shall inform any such persons that it is allowed to work on CITY Poles by virtue of state and federal law,
not by voluntary association with the City of Denton.
12.4 ��rv��� l�t+��rr� °k�+ar�� If applicable, Licensee shall provide written notice to affected CITY
customers of any planned electrical service interruptions by Licensee's contractors that will affect them
not less than 48 hours in advance of such interruption. Such notice shall contain the specific dates and
times for such interruptions and the reasons therefor.
ARTICLE 13
TERMINATION
13.1 '��rr!�1����i�aru a�f ������rr°����� ��i��r��+�� Attachment Licenses for specific Attachments shall
terminate upon any of the following events or conditions:
A. Licensee has not completed the Attachment installation within the later of (i) 120
calendar days from issuance of the Attachment License (or such longer period as the parties
may agree in writing); or (ii) 60 calendar days after completion of all electrical Make-Ready work,
unless Licensee and CITY agree in writing for a longer period;
B. Licensee removes the Attachment other than in the course of routine maintenance or
replacement;
C. Licensee ceases to offer services, or provides services unlawfully, through the
Attachment;
D. Licensee fails to comply with paragraphs 8.3, 8.7 or 9.2 of this Agreement, except
as otherwise provided by those paragraphs.
13.2 �i N�� �� ��� �r��i+�� Except in the case of a good faith dispute between the Parties, if Licensee
fails either to make any payment required under this Agreement, or to perform timely any obligation
under this Agreement, and such default continues for 30 calendar days after the date the payment or
performance is due if such cure can reasonably be completed within thirty (30) calendar days, and if
not, such cure has commenced and is being diligently and consistently pursued then, in addition to any
other available right or remedy, CITY may, upon written notice to Licensee, immediately suspend all
Attachment Licenses of Licensee hereunder until such time as the default is cured. The payment under
protest of a disputed amount in order to avoid, or lift, suspension of Attachment Licenses shall not
prejudice the rights of Licensee to continue the payment dispute. A suspension of Attachment Licenses
under this paragraph shall not prevent Licensee from operating, maintaining, repairing or removing its
existing Attachments, but Licensee shall not install any new or additional Attachments or make any
changes to existing Attachments (except for removal or routine repair or maintenance necessary to
continue to provide services to then-existing Licensee customers) during the period of suspension.
13.3 "��rrrri'n��i�� c�� � i��+�rr���� ���"T"� If Licensee fails either to pay any undisputed payment
required under this Agreement, or timely perform any obligation under this Agreement, and if such default
has not been cured within three months of Licensee's receipt of written notice of default, or if such cure
cannot reasonably be completed in three months, cure has commenced and has been continuously and
diligently pursued, CITY may terminate this Agreement and all Attachment Licenses upon written notice
to Licensee. Upon receipt of a notice of termination, Licensee shall promptly begin the process of
removing all Attachments from specified Poles. All such Attachments shall be removed within 90
calendar days after the date of the notice of termination, or within such time as CITY may agree. Until
all of Licensee's Attachments are removed, Licensee shall continue to comply with all of the terms of
this Agreement and pertorm all of its duties and obligations hereunder, including without limitation the
obligation to pay Annual Usage Charges for its Attachments. Such payment by Licensee or acceptance
by CITY of Annual Usage Charges shall not act to cure the default that triggered the termination nor
shall it reinstate this Agreement or Licensee's Attachment Licenses hereunder.
13.4 I���Ir�r� t� �+�r��wv�� ����I�rrr�r��� If Licensee has not removed all its Attachments within the
period of time specified in the preceding paragraph, or such additional period of time granted by CITY in
writing, then CITY may remove Licensee's Attachments at Licensee's sole Cost and risk, in which event
Licensee shall pay to CITY as liquidated damages, and not as a penalty, for the use and occupancy of
CITY Poles a sum equal to five times (5X) the monthly Usage Rate for each Attachment or Pole Contact
for each month (or part thereo� until all such Attachments or Pole Contacts have been removed, in
addition to the Annual Usage Fee. Additionally, CITY may, in its reasonable discretion and upon written
notice to Licensee, deem the Attachments to have been abandoned and assume ownership thereof.
13.5 "��r�,��r�tp�a�u �a� ,� r�����rt �' L.i��rr���� Licensee may terminate this Agreement upon 60
calendar days written notice to CITY, in which event all Attachments shall be removed within 120
calendar days after the date of the notice of termination or within such other time as CITY agrees. Until
all of Licensee's Pole Attachments are removed, Licensee shall continue to comply with all of the terms
of this Agreement and perForm all of its duties and obligations hereunder, including without limitation the
obligation to pay Annual Usage Charges for its Attachments. Termination by Licensee during a Contract
Year shall not relieve Licensee from payment for the full Annual Usage Charge for that Contract Year or
any other sums that it owes CITY.
13.6 Su�vival Licensee's obligations under this Article 13 shall survive termination of this Agreement.
ARTICLE 14
ASSIGNMENTS
14.1 �ri1��n ��►�w���� �� �ir+�d The rights granted by this License Agreement inure to the benefit of
Licensee and shall not be assigned, transferred, sold or disposed of, in whole or in part, by voluntary
sale, merger, consolidation or otherwise by force or involuntary sale, without the express prior written
consent of the CITY, which consent shall not be unreasonable withheld, delayed or conditioned.
14.2 �'r�a��f�r �af �.i�+�n�� �, a�����r�t Notwithstanding the provisions of Section 14.1, a transfer of
this License Agreement may occur without CITY approval in the following circumstance: (i) an
assignment or transfer to entities that control, are controlled by, or are under common control with
Licensee, or (ii) the acquisition of all or substantially all of Licensee's assets in the Denton, Texas market
by reason of a merger, acquisition or other business reorganization. In order to effect an assignment of
this License Agreement as listed in (i) and (ii) above without CITY approval, the Licensee must provide
the CITY a Notice of Assumption at least thirty (30) calendar days prior to the assignment which
contractually binds the purchasing or acquiring party to meet all the obligations of this License
Agreement.
14.3 Grw�°����tpc�r��l N�c��t ��� �� �.��tid+�� Licensee may also assign this License Agreement, without
CITY's consent and without prior notice to CITY, to an institutional mortgagee or lender providing
financing to Licensee with respect to Licensee's Attachments in the event such institutional mortgagee
or lender exercises its foreclosure right against Licensee and operates the Attachments; provided such
institutional mortgagee or lender is capable of assuming all of the obligations of the Licensee under this
License Agreement and further provided that any assignment will not be effective against CITY unless
and until written notice of such assignment and exercise of rights is provided to CITY.
14.4 ���� nr��r�� k� �I"�r'" CITY may assign this Agreement in whole or in part without the consent
of Licensee. CITY shall give Licensee written notice of the transaction within ten days after closing.
ARTICLE 15
SURETY
15.� ��v�w��� �;�+air�d Within 30 calendar days of the Effective Date of this Agreement, Licensee shall
provide a payment bond in the amount of $5,000 for the first 100 Poles for which Application has been
made. The payment bond will serve as security for the faithful payment of all of Licensee's obligations
for contracts, subcontracts, work, labor, equipment, supplies, and materials performed under this
Agreement. The payment bond shall be issued by a solvent company authorized to do business in the
State of Texas, and shall meet any other requirements established by law or by the City pursuant to
applicable law. During the course of this Agreement, Licensee shall maintain such bond in the amount
of $5 for each Pole for which an Attachment Licensee has been granted but for which Make-Ready work
has not been complete for more than 90 days.
�5.2 ����a�p�t���x�� ��r�� Within 30 calendar days of the Effective Date of this Agreement, Licensee
shall provide a Performance Bond in the amount of $50,000 for the first 5,000 Poles for which Application
is made, to guarantee the pertormance of Licensee's obligations under this Agreement, including, but
not limited to, the removal of Licensee's Attachments upon termination of this Agreement. Licensee
agrees to maintain the performance bond in full force and effect during the entire term of this Agreement
and until CITY is reimbursed for all Costs incurred as a result of removing Licensee's Attachments upon
termination of this Agreement. The performance bond shall be issued by a solvent company authorized
to do business in the State of Texas, and shall meet any other requirements established by law or by the
City pursuant to applicable law. The amount of the bond or financial security does not operate as a
limitation upon obligations of the Licensee under this Agreement.
ARTICLE 16
LIABILITY AND INDEMNITY
16.1 ��"�'" �i��iNit� CITY reserves to itself the right to maintain and operate its Poles in such manner
as will best enable it to fulfill its own service requirements. CITY shall not be liable for any damages
incurred by Licensee for damage or interruption to its Attachments except for actual repair costs caused
by the gross negligence or intentional misconduct of CITY; provided, however, that CITY shall not be
liable to Licensee for material or financial loss resulting from any interruption of Licensee's service or for
interference with the operation of Licensee's Attachments. NEITHER PARTY SHALL BE LIABLE TO
THE OTHER PARTY, ANY THIRD PARTY, OR ANY CUSTOMER OF THE OTHER PARTY FOR ANY
SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION
WITH THE USE OF OR DAMAGE TO, LICENSEE'S FACILITIES, OR THIS AGREEMENT.
16.2 I�� '�C�rr��u�i�� i��r ��°T�+' Licensee is expected to inspect the Poles on which its Attachments will
be placed and shall rely solely on such inspection t� �d�t��r��rr� th� �ui�����lY� �f fih� l�+�l�� ft�c ��s
t�c c���s. +�I"T�" �!CI�� i��i M��I�� �w�tl� I�:��"�����,,'� �p1�+�L�aiN�� �Nl;1�" ���'��� a�I� Ii�IF"L�!�Ci
'N��F���h��"��� �+�N���I�NNM�+� ��1�" P��.C' IN�M U�iIC�t� "N�li�"�N��T L.IIW�N��T'NC��' "�W� °�',�F� �1T��'�
��" ��F�i��N��M"i�4���.1�7�"` C)� �"�T�l���� �"�� A� M��N�1"I'�4�L�� ����'C)�1�. LMt:��M��� �����"f'� �'h1E
� ���� r�� �� i ��� �� �� ���v����� i�� �rara �^rTw� �,�_�_ �',��1,M�"T�. �����T ,� a �N1�'��;�'UVI��
16.3 �Jn�,��� �"raNi�� Licensee acknowledges and agrees CITY does not warrant the condition or safety
of CITY's Poles, or the premises surrounding the Poles, and LICENSEE HEREBY ASSUMES ALL
RISKS OF, AND INDEMNIFIES CITY FROM, ANY DAMAGE, INJURY OR LOSS OF ANY NATURE
WHATSOEVER CAUSED BY LICENSEE'S, OR LICENSEE'S CONTRACTORS' OR
SUBCONTRACTORS' USE OF THE POLES AND ASSOCIATED FACILITIES AND EQUIPMENT ON,
WITHIN, OR SURROUNDING THE POLES. Licensee expressly agrees it will undertake responsibility
for inspecting and evaluating the condition of any Pole before allowing any employees, whether
those of Licensee or Licensee's Contractors or Subcontractors, to climb or otherwise work on such
Pole. If Licensee discovers any Poles that are rotten or otherwise unsafe for climbing or for Attachment
installation, Licensee shall report any unsafe condition to CITY immediately. Licensee further
acknowledges CITY does not warrant all poles are properly labeled, and agrees CITY is not liable for
any injuries or damages caused by or in connection with missing labels or otherwise improperly labeled
poles. Licensee further agrees to notify CITY immediately if labels or tags are missing or otherwise
improper.
16.4 ��u�°�+��u��rr�� �������� �� �I�� �P�r� Licensee acknowledges in performing the work contemplated
by this Agreement, Licensee and its agents, servants, employees, Contractors and Subcontractors will
work near electrically energized lines, transformers, and other electrical equipment, and it is the intention
the power flowing through such facilities will not be interrupted except by CITY. Licensee shall ensure
its employees, servants, agents, Contractors and Subcontractors have the necessary qualifications, skill,
knowledge, training, and experience to protect themselves, their fellow employees, employees of CITY,
and the general public, from harm or injury while pertorming work permitted by this Agreement. In
addition, Licensee shall furnish its employees, and shall require its agents, Contractors and
Subcontractors to furnish their employees, with competent supervision and sufficient and adequate
personal protective equipment, tools and other equipment for their work to be performed in a safe
manner. Licensee further warrants it is apprised of, conscious of, and understands the imminent dangers
(INCLUDING SERIOUS BODILY INJURY OR DEATH FROM ELECTROCUTION OR FALLS) inherent
in the work necessary to make installations on CITY's Poles by Licensee's employees, servants, agents,
Contractors and Subcontractors, and accepts as its duty and sole responsibility to notify and inform
Licensee's employees, and to require its agents, Contractors and Subcontractors to inform their
employees of such dangers and to keep them informed regarding same.
16.5 I����l�i�n�r a� Li��ilit CITY shall not at any time be required to pay from its own funds for
injury or damage occurring to any person or property from any cause whatsoever arising out of
Licensee's construction, reconstruction, maintenance, repair, use, operation, condition or dismantling of
Licensee's system or Licensee's provision of service.
16.6 Ir��N�r�a��������N��,r�� Subject only to paragraph 16.10, Licensee shall, at its sole cost and expense,
fully indemnify, defend and hold harmless CITY and all subsidiary entities of CITY, whether existing now
or in the future, and each of their respective officials, officers, departments, agencies, boards,
representatives, employees, agents, volunteers, contractors, subcontractors and attorneys (CITY and
such other persons and entities being collectively referred to herein as "Indemnitees"), from and against:
A. Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges,
losses and expenses (including, without limitation, reasonable fees and expenses of attorneys,
expert witnesses and consultants), which may be imposed upon, incurred by or be asserted
against the Indemnitees by reason of any act or omission of Licensee, its personnel,
employees, agents, contractors, subcontractors or Affiliates, resulting in economic harm,
personal injury, bodily injury, sickness, disease or death to any person or damage to, loss of or
destruction of tangible or intangible property, libel, slander, invasion of privacy and unauthorized
use of any trademark, trade name, copyright, patent, service mark or any other right of any
person, firm or corporation, which may arise out of or be in any way connected with the
construction, reconstruction, installation, operation, maintenance or condition of Licensee's
Facilities or other property of Licensee or its Affiliates and any other facilities authorized by or
Permitted under this Agreement; the release of hazardous substances, or; the failure to comply
with any Federal, State or local statute, law, code, ordinance or regulation.
B. Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges,
losses and expenses (including, without limitation, reasonable fees and expenses of attorneys,
expert witnesses and other consultants), which are imposed upon, incurred by or asserted
against the Indemnitees by reason of any claim or lien arising out of work, labor, materials or
supplies provided or supplied to Licensee, its contractors or subcontractors, for the installation,
construction, reconstruction, operation or maintenance of Licensee's Facilities (and any other
facilities authorized by or Permitted under this Agreement or provision of Communications
Services or other services authorized by or Permitted under this Agreement), and, upon the
written request of CITY, Licensee shall cause such claim or lien covering CITY's property to be
discharged or bonded within thirty (30) calendar days following such request.
C. Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges,
losses and expenses (including, without limitation, reasonable fees and expenses of attorneys,
expert witnesses and consultants), which may be imposed upon, incurred by or be asserted
against the Indemnitees by reason of any financing or securities offering by Licensee or its
Affiliates for violations of the common law or any laws, statutes, or regulations of the State of
Texas or the United States, including those of the Federal Securities and Exchange Commission,
whether by Licensee or otherwise.
D. All acts or omissions by Licensee or its Contractors done in the course of installation
construction or in the maintenance, use, or operation of Licensee's Attachments.
E. Any work performed by CITY that was necessitated by the installation, maintenance,
presence, use or removal of Licensee's Attachments or from any work this Agreement
authorizes CITY to perform on Licensee's behalf.
F. All claims or causes of action for damage to property or injury to or death of any persons,
including payments made by CITY under any Worker's Compensation Laws or under any plan
for employees' disability and death benefits, arising out of the erection, maintenance, repair,
presence, use, relocation, transfer or removal of Licensee's Attachments or the proximity of
Licensee's Attachments to CITY's facilities or the property of any other Third Party User, or by
any act or omission of Licensee on or in the vicinity of CITY's Poles.
G. All claims or causes of action for property damage, bodily injury or death arising out of
the performance or nonperformance of any work or obligation undertaken by Licensee pursuant
to this Agreement.
H. Any occurrence related to Licensee's erection, maintenance, repair, presence, use,
relocation, transfer or removal of Licensee's Attachments, including liabilities incurred as a result
of violation of any law, rule, or regulation of the United States, State of Texas or any other
governmental entity or administrative agency.
I. A violation of any state or federal law arising out of Licensee's erection, maintenance,
repair, presence or use, relocation, transfer or removal of Licensee's Attachments or the
proximity of Licensee's Attachments to CITY's facilities or the property of any Attaching Entity,
or by any act or omission of Licensee on or in the vicinity of CITY's Poles, whether such violation
is the result of a violation of a statute by CITY or the Licensee solely or any joint violation thereof.
J. Claims of governmental bodies, property owners or others alleging that Licensee does
not have a sufficient right or authority for placing and maintaining Licensee's facilities at the
locations of poles owned by CITY or joint users.
K. Claims for taxes or special charges by others that arise directly or indirectly from the
construction, maintenance or operation of Licensee's facilities.
L. Claims or causes of action caused by or relating in any manner to a breach of this
Agreement or a failure to follow the terms of this Agreement by Licensee or its agents and
employees or by Licensee's Contractors or their agents and employees.
M. All claims or causes of action of Third Party Users alleging interference from Licensee's
Attachments or damage to Third Party User Attachments or facilities.
N. All claims or causes of action relating to Licensee's use of its Attachments, including
without limitation claims of libel and slander and claims based upon infringement of intellectual
property rights.
O. Licensee's obligations to indemnify Indemnitees under this Agreement shall not
extend to claims, losses, and other matters covered hereunder that are caused or
contributed to by the negligence of one or more indemnitees. In such case the obligation
to indemnify shall be reduced in proportion to the negligence of the Indemnitees. By
entering into this Agreement, CITY does not consent to suit, waive its governmental
immunity or the limitations as to damages contained in the Texas Tort Claims Act.
P. This Section 16.6 survives the termination of this License Agreement.
16.7 A��ur+� ��car� ra� �i�� Licensee undertakes and assumes for its officers, agents, contractors and
subcontractors and employees (collectively "Licensee" for the purpose of this Section), all risk of
dangerous conditions, if any, on or about any CITY-owned or controlled property, the streets and public
ways, and Licensee hereby agrees to indemnify and hold harmless the Indemnitees against and from
any claim asserted or liability imposed upon the Indemnitees for personal injury or property damage to
any person (other than from Indemnitees' gross negligence) arising out of Licensee's installation,
operation, maintenance or condition of the Communication Facilities or other facilities or Licensee's
failure to comply with any Federal, State or local statute, law, code, ordinance or regulation.
16.8 i������� c�f Ir���nmr�it��� In the event any action or proceeding shall be brought against the
Indemnitees by reason of any matter for which the Indemnitees are indemnified hereunder, Licensee
shall, upon notice from any of the Indemnitees, at Licensee's sole cost and expense, resist and defend
the same with legal counsel selected by Licensee and consented to by CITY, such consent not to be
unreasonably withheld; provided, however, that Licensee shall not admit liability in any such matter on
behalf of the Indemnitees without their written consent and provided further that Indemnitees shall
not admit liability for, nor enter into any compromise or settlement of, any claim for which they are
indemnified hereunder, without the prior written consent of Licensee.
16.9 ��� ����� SUBJECT ONLY TO PARAGRAPH 16.6, IT IS THE EXPRESS INTENT OF THE
PARTIES THAT THE FOREGOING INDEMNITY IS TO PROTECT AND INDEMNIFY CITY AGAINST
THE CONSEQUENCES OF ITS OWN FAULT WHERE THE CITY'S FAULT IS A CONCURRENT
CAUSE OF THE INDEMNIFIED LIABILITY.
16.10 J�sir�� Li��aNl� The indemnity obligations set forth in paragraphs 15.5 and 16.6 shall apply to
fully protect and indemnify CITY from all such claimed damages regardless of whether CITY is a joint
tortfeasor unless (1) the indemnified liability was the result of intentional or reckless misconduct on the
part of CITY, or their agents, servants, employees, or contractors, or (2) by virtue of a final judgment, a
finder of fact determines CITY'S percentage of responsibility for the indemnified liability to be 60% or
greater, in which case each party shall then be liable for its found percentage of damages in accordance
with Texas law.
16.11 ��v+�rM��nr�r�t�� Imr��aimr��. No provision of this Agreement is intended, or shall be construed, to
be a waiver for any purpose by CITY of the provisions of the Texas Tort Claims Act or any other law
limiting municipal liability.
16.12 �N�r°����, �+����e��ut��� ���+� I�� ������ The Indemnitees shall give Licensee prompt notice of the
making of any claim or the commencement of any action, suit or other proceeding covered by the
provisions of this Article 16. Nothing herein shall be deemed to prevent the Indemnitees at their own
expense from cooperating with Licensee and participating in the defense of any litigation by their own
counsel.
16.13 ���a�r Mw�s��r���i������a�r �"r�rvi�iir��� No indemnification provision contained in this Article shall
be construed in any way to limit any other indemnification provision contained in this Agreement.
16.14 Survival This Article 16 shall survive the termination of this License Agreement.
ARTICLE 17
INSURANCE
17.1 Nr��c���ur��� �� ��r��l During the term of this Agreement, and at all times thereafter when
Licensee is occupying or using the licensed areas in any way, Licensee shall at all times carry insurance
issued by companies duly licensed and authorized to provide insurance in the State of Texas rated at
least A- VII under the A. M. Best rating system, and approved by CITY (which approval shall not be
unreasonably withheld) to protect Licensee and the CITY from and against any and all claims, demands,
actions, judgments, costs, expenses, or liabilities of every kind that may arise, directly or indirectly, from
or by reason of losses, injuries, or damages described in this Agreement. The CITY reserves the right
to review the insurance requirements and to reasonably adjust insurance and limits when the CITY
determines that changes in statutory law, court decisions, or the claims history of the industry or the
Licensee require adjustment of the coverage.
17.2 �'ir���racr�mr�n ��v�ra �� At a minimum, Licensee shall carry and maintain the following policies
and shall furnish the CITY Risk Manager Certificates of Insurance on the most current State of Texas
Department of Insurance-approved certificate form as evidence thereof.
A. Commercial General Liability coverage with minimum limits of liability of $2,000,000 per
occurrence and $2,000,000 aggregate. The policy shall contain no exclusions without specific
reference to same, and shall include coverage for products and completed operations liability;
independent contractor's liability; personal & advertising injury liability; and coverage for property
damage from perils of explosion, collapse or damage to underground utilities, commonly known
as XCU coverage.
B. Workers' Compensation coverage with statutory limits of liability as set forth in the Texas
Workers' Compensation Act and Employer's Liability coverage, or its equivalent, of not less
than $1,000,000 per accident, $1,000,000 per disease and $1,000,000 per disease per
employee;
C. Business Automobile Liability Insurance for any vehicles, owned vehicles, non-owned
vehicles, scheduled vehicles and hired vehicles with a minimum combined single limit of liability
of $2,000,000.
D. Pollution liability insurance which provides coverage for sudden and accidental
environmental contamination with minimum limits of liability of $5,000,000.
E. Umbrella or Excess Liability insurance with minimum limits of $5,000,000 combined
single limit per occurrence, and $5,000,000 aggregate.
17.3 �N"�''� �� ��l�iit�c��r�l Irw�!ur��l All policies, except for Workers' Compensation policies, or its
equivalent, shall list the CITY and all associated, affiliated, allied and subsidiary entities of CITY, now
existing or hereafter created, and their respective officers, employees, volunteers, agents, and
contractors, as their respective interests may appear, as Additional Insureds (CITY and such other
persons and entities being collectively referred to herein as "Additional Insureds") and shall include
cross- liability coverage. Should any of the policies be canceled before the expiration date thereof,
written notice shall be given to the City's Risk Manager in accordance with the policy provisions. The
"other insurance" clause shall not apply to the CITY; it being the intention of the parties that the above
policies covering Licensee and the Additional Insureds shall be considered primary coverage. Each
policy shall contain a waiver of all rights of recovery or subrogation against CITY, its officers, agents,
employees, volunteers and elected officials.
17.4 ����rr�r�+�� ���N� ��Mi�i�� All insurance policies other than those for Workers' Compensation
must be occurrence-based. Claims-made policies will not be accepted.
17.5 �+�wr�l������� ���1�� ��n��r��� The coverage amounts set forth in this section may be met by a
combination of underlying (primary) and umbrella policies so long as in combination the limits equal or
exceed those stated and the umbrella policy follows the form, or its terms and conditions are at least as
broad as those of the primary policies.
17.6 �r��u�r��r�� ����� All policies of the Licensee shall be primary, and any policy of insurance or
self-insurance purchased or held by the CITY now or in the future shall be non-contributory. The term
"policy of insurance" as applied to the Additional Insureds shall include any self-insurance program, self-
insured retention or deductible, or risk pool program or an indemnification, defense, or similar program
purchased or maintained by CITY and Additional Insureds.
17.7 �«��atr��t�r� Licensee shall be fully liable for any Contractor or Subcontractor retained by
Licensee to pertorm work or services for Licensee under this Agreement, as a condition of being granted
access to Poles and City property.
17.8 �1+� N�� �ut c�� ��+���� ��iw��� �o� Thi600s Article creates no right of recovery of an insurer
against the CITY. The required insurance policies shall protect the LICENSEE and the CITY. The
insurance shall be primary coverage for losses covered by the policies.
ARTICLE 18
MISCELLANEOUS PROVISIONS
18.1 Irut��,r�t��a� This Agreement constitutes the entire understanding of the parties relating to the
use of CITY'S Poles hereunder; and there shall be no modification or waiver hereof except by writing,
signed by the party asserted to be bound thereby. There are no oral representations or agreements
befinreen the parties. All previous agreements, correspondence, statements, and negotiations are
superseded by this Agreement.
18.2 N��►'M�Vd'�i�+�r The failure of either party to enforce or insist upon compliance with any of the terms
or conditions of this Agreement shall not constitute a general waiver or relinquishment of any such terms
or conditions, but the same shall be and remain at all times in duly force and effect.
18.3 ��aN������ N�a�v� The parties hereto agree and intend that all disputes that may arise from, out
of, under or respecting the terms and conditions of this Agreement, or concerning the rights or obligations
of the parties hereunder, or respecting any performance or failure of pertormance by either party
hereunder, shall be governed by the laws of the State of Texas, without application of its Conflict of Laws
provisions. Except as provided in Article 3, Paragraph 3.2 of this Agreement, the parties further agree
and intend that venue shall be proper and shall lie exclusively in state or federal court with jurisdiction in
Denton County, Texas, except where otherwise provided herein and except where the Texas Public
Utility Commission lawfully has jurisdiction.
18.4 ��v�ra�%�N'�t If any term, covenant, or condition of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants and provisions of
this Agreement shall remain in full force and effect.
18.5 ��r ���wih� ��n�.�r��fi All monetary payments under this Agreement shall be due and payable
within 45 days after receipt of invoice. All overdue balances shall accrue interest at the rate of 1% per
month from the due date until paid, or the maximum rate allowed by law, whichever is less.
18.6 ��+�n��n � r�����r�� Notwithstanding other provisions of this Agreement, the terms and
conditions of this Agreement shall not be amended, changed, or altered except in writing signed by
authorized representatives of both Parties.
18.7 I�i� ��� e�+���1r����rn This procedure shall govern any dispute resolution process befinreen CITY
and Licensee arising from or related to the subject matter of this Agreement that is not resolved by
agreement between their respective personnel responsible for day-to-day administration and
performance of this Agreement. Upon mutual agreement of the Parties, prior to the filing of any suit with
respect to such a dispute, other than a suit seeking injunctive relief with respect to intellectual property
rights, the Party believing itself aggrieved ("the Invoking Party") will call for progressive management
involvement in the dispute negotiation by giving written notice to the other Party. Such a notice will be
without prejudice to the Invoking Party's right to any other remedy permitted by this Agreement. CITY
and Licensee will use their best efforts to arrange personal meetings and telephone conferences as
needed, at mutually convenient times and places, between their negotiators. If a resolution is not
achieved by negotiators at the final management level within allotted reasonable amount of time, then
either Party may within ten (10) business days thereafter request non-binding mediation to resolve
the dispute. The mediation shall take place in Denton County or in a location mutually agreed to by the
Parties. The allotted period for completion of the mediation shall be thirty (30) business days.
Notwithstanding the foregoing, either Party may file an action in a court of competent jurisdiction within
the State of Texas to resolve the dispute at any time unless otherwise agreed.
18.8 ����Nr��r^��i !�'�wr��M+��w��� ��� ��n�r�r �� Licensee shall notify CITY not later than thirty (30)
calendar days of the filing of a receivership, reorganization, bankruptcy or other such action or
proceeding by or against Licensee. The rights granted to Licensee hereunder, at the option of CITY shall
cease and terminate one hundred twenty (120) calendar days after the appointment of a receiver or
receivers, or trustee or trustees, to take over and conduct the business of Licensee whether in a
receivership, reorganization, bankruptcy or other action or proceeding unless such receivership or
trusteeship shall have been vacated prior to the expiration of said one hundred twenty (120) calendar
days, or unless:
A, to the extent permitted by law, within one hundred twenty (120) calendar days after their
election or appointment, such receivers or trustees shall have complied fully with all the terms and
provisions of this Agreement granted pursuant hereto, and the receivers or trustees within said
one hundred twenty (120) calendar days shall have remedied all defaults under the Agreement,
if any; and
B. to the extent permitted by law, within said one hundred twenty (120) calendar days, such
receivers or trustees shall execute an agreement duly approved by CITY having jurisdiction in
the premises, whereby such receivers or trustees assume and agree to be bound by each and
every term, provision and limitation of this Agreement.
C. In the case of foreclosure or other judicial sale of the plant, property and equipment of
Licensee, or any part thereof, including or excluding this Agreement, CITY may serve notice of
termination upon Licensee and the successful bidder at such sale, in which event the Agreement
herein granted and all rights and privileges of the Agreement hereunder shall cease and
terminate thirty (30) calendar days after service of such notice, unless:
D. CITY shall have approved the transfer of this Agreement, as and in the manner in
this Agreement provided; and
E. Unless such successful bidder shall have agreed with CITY to assume and be bound
by all the terms and conditions to this Agreement.
18.9 1����r a���i��� c�� I������I� �rw� ���w+dirc�� The Recitals stated above and all appendices,
attachments, and exhibits to this Agreement are incorporated into and constitute part of this Agreement.
18.10 !�+�ntr�+���rw� �n+d ���wt� ��r�nc� Licensee shall be fully liable for any contractor or subcontractor
retained by Licensee to pertorm work or services for Licensee under this Agreement, as a condition of
being granted access to Poles and City property.
18.11 V�� T"��w� I��� ��w�w�f����rr�� The terms and provisions of this Agreement are intended to be
for the benefit of CITY and Licensee except as otherwise provided in this Agreement, and nothing in this
Agreement, express or implied, is intended to confer upon any person or entity, other than the parties to
this Agreement, any benefits, rights or remedies under or by reason of this Agreement.
18.12 �rr��r�+�r�+�'v ���rt�+�� Each Party shall maintain a staffed 24-hour emergency telephone number
where a Party can contact the other Party to report damage to the other Party's Facilities or other
situations requiring immediate communications between the Parties. Failure to maintain an emergency
contact shall subject the Licensee to a charge equal to the actual costs incurred by CITY per incident
and shall eliminate CITY's liability to Licensee for any actions that CITY deems reasonably necessary
given the specific circumstances. The CITY's Electric Utility Dispatch Center emergency phone number
is {940) 349-7644.
18.13 ����+�� When notice is required to be given under this Agreement by either party, it shall be in
writing mailed or delivered to the other party at the following address or to such other address as either
party may from time to time designate in writing for that purpose. All notices shall be effective upon
recei pt.
City:
Office of the City Attorney
City of Denton
215 E. McKinney St.
Denton,Texas 76201
Licensee:
Unite Private Networks
ATTN: Charlene White, VP of Real Estate
7200 NW 86th Street, Suite M
Kansas City, MO 64153
IN WITNESS WHEREOF, the undersigned have executed this Agreement at Denton, Denton County,
Texas through their duly authorized representatives.
AGREED.
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�i�� Manager
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Approved as to legal form
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LICENSEE
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Printed Name of Authorized Person
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ATTEST:
CITY SECRETARY
CITY OF ������IV�"i)I�� � l; ��
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EXHIBIT A
SCHEDULE PAF
1.���1��� �"���-����f �" �m�,���.
(Et%ctive 10/O1/lg)MM
APPLICATION
This Rate is available to a licensee who desires to access designated poles or conduits owned by the
City for the purpose of installing and maintaining their facilities and associated equipment to provide
services to the public. An agreement between such entity and the City shall be executed separate
from, but will reference, the following rate schedule:
NET ANNUAL RATE
(1) Annual Pole Attachment ("APA")
plus;
i2)
pi�s;
(3)
plus;
(4)
plus;
(5)
On-Pole Conduit Rate
In-Ground Conduit Rate
Riser Rate
Miscellaneous Attachments
$15.57 per attachment
$15.57 per linear foot
Rate specified pursuant to
Schedule SFR
$160 per riser
$100 per miscellaneous
attachment
Note: Annual Rates (2) and (3) listed above are not available on all poles nor in all areas across the
City.
��'�'L�:�.�►T�+��tif ���������� �t��"�'�
(1) Application Filing Fee (per submittal)
(2) Per pole cost (review & inspection)
(3) Per pole cost (mileage)
All application processing costs are non-refundable,
$100 per application
$25.00 per pole
$5.00 per pole
If an application being processed is identified as inaccurate or with errors, the licensee will need to
resubmit the application and pay the application filing fee again.
;����������9'���.]�
(1) The City or City Contractor Performing Analysis $225 per pole
63
�2)
(3)
EXHIBIT A
Unauthorized Attachment Penalty
Undefined Work or Expensc
� � � � ����"�
$1,000 per attachment per pole
Rate pursuant to Schedule SFR
Licensees will be required to pay for any work done or contracted by the City, including but not
limited to malce ready work and any installed, used or maintained faciliries in violation of the
Agreement that the licensee has not corrected. The City will invoice licensee, and licensee must pay,
for identified expenses as needed before any work will begin and shall include all reasonable fully
loaded material (including any applicable overhead), labor, engineering, iransportation and
administrative costs.
PAYMENT
Bills are due when ���c��a^�d and become past due if not paid within fifteen (15) calendar days from
date of issuance.
64
EXHIBIT B
DME Joint Use Standards
1.0 General Attachment Requirements
1.1 This Section is not intended to promote third party attachment to DME facilities. However, where
such attachments are necessary and approved, the requirements of this Section shall be applied in
conjunction with the requirements in the Joint Use Policies and Procedures Manual (JLT P&P
Manual) and attachment agreements to ensure that construction meets DME requirements and
generally accepted electric utility industry guidelines.
1.2 DME requirements for third party Supply and Communication attachments are based in part on
the latest revision of the National Electrical Safety Code (NESC). Where DME requirements
exceed the NESC, DME requirements shall govern.
1.3 The lawful requirements of state or local authorities shall govern where they exceed DME and
NESC requirements.
1.4 Installations shall be made in accordance with DME Distribution Construction Standards and
other DME requirements (Standards). If specific installations are not covered by DME Standards,
the latest revision of the NESC shall apply.
1.5 Existing installations, including maintenance replacements, which comply with the clearance
requirements at the time of their original installation, do not have to be reconstructed or modiiied
to comply with the current clearance requirements except as required for safety reasons.
1.6 DME's anchor and guys are not to be used for anchoring or guying communication lines. Each
company (DME and third party attachers) shall install independent guys and anchors for their
respective facilities. Guying is required for in all cases where such facilities add an unbalanced
tension load to a pole. All unbalanced loads must be accounted for each attaching line.
Supporting details will need to be provided where anchors or guys needed but not on plans. All
new construction shall require the use of anchors and guys. Guys and anchors shall be placed in
accordance with DME Standards (refer to DJU-10 for an illustration of correct placement).
1.7 DME will consider, but not necessarily allow, attachments to non-wood poles (i.e. concrete, steel,
and fberglass). Where such attachments are requested, the attacher shall provide any and all
information required by DME for the completion of a detailed engineering analysis of the pole.
Drilling will not be allowed on non-wood poles. Bands or metal clamps must be used in these
situations to avoid damage to poles.
1.8 Prior to attaching to a pole, the attaching party shall inspect the pole to ensure that the structural
integrity of the pole is suffcient to support the load being added by their attachment and to
withstand the forces applied during installation. No attachments shall be made to a pole whose
strength has deteriorated below the levels defined by the NESC.
1.9 Communications wires and equipment shall be bonded to the pole ground on every pole using #6
S.D. bare copper wire (refer to drawings in this Section and the NESC).
1.10 Metal cabinets, meters, or any other communication equipment (not including risers), will not be
allowed to attach directly to DME poles. Climbing space obstruction must be minimized at every
pole.
EXHIBIT B
2.0 DME Pole Attachment Requirements for Communication Line
2.1 Attachments shall be arranged vertically on the pole and mounted directly to the pole. Crossarms,
extension arms, and standoff brackets shall not be utilized to meet clearance requirements. Use of
this equipment for purposes other than to meet clearance requirements shall be approved by DME
Standards and requires a comprehensive mechanical loading analysis for all affected facilities.
2.2 New attachments shall be placed on the pole in accordance with the following rules:
2.2.1 If a pole already has lines (Supply and/or Communication) installed on opposite sides of
the pole (i.e. the pole is boxed), the new Communication attachment shall always be
made on the street side of the pole.
2.2.2 If a pole is not already boxed, the new Communication attachment shall always be made
on the same side of the pole as the existing attachments.
2.2.3 Riser attachment to DME poles with existing facilities (primary/secondary riser, switch
handle, etc.) is not allowed.
2.2.4 No more than two risers from the same utility will be allowed to attach to one pole. Must
use existing risers where practical as to avoid clutter and hindering climbing space.
23 To reduce the impact of Communication attachments on mechanical pole loading and to preserve
DME's ability to place facilities on its poles, attachments should be installed as low as
permissible on the pole. Where there are no previous attachments on the pole, the first attachment
shall always be placed at the lowest position which complies with the greater clearance
requirements specified by either the NESC or DME. In such cases, subsequent Communication
attachments shall be made above the previous attachments and be as low as possible to maintain
required clearances from Supply and Communication facilities.
2.4 No Communication lines shall be attached to DME metal or fiberglass street light poles.
EXHIBIT B
3.0 Requirements for Foreign Utility Common Use Attachments to DME Poles
3.1 Common Use lines shall be jointly designed accounting for design requirements of each electric
utility.
3.2 The line installed at the highest position on the pole should be an express circuit, which should
not serve local load. The installation of equipment and pole risers associated with the line
installed in the highest position should be avoided.
3.3 The line with the highest voltage and/or largest conductor size should be placed at the upper
position on the pole.
3.4 Span length should not exceed 250 feet for urban construction and 350 feet for rural construction.
3.5 Vertical and armless construction should be avoided.
3.6 A common neutral shall be used and designed considering the fault current of both lines.
3.7 A minimum of a class 3 pole shall be used with pole stabilization.
3.8 A minimum of 72 inches of vertical spacing on the pole shall be maintained between each utility.
The vertical spacing shall be increased as necessary to maintain the mid-span clearances required
by the NESC as a result of the tensions and sags of both utilities conductors. Additional spacing
may be required to provide required clearances when equipment is attached to a pole.
3.9 DME's existing anchor and guys are not to be used for anchor and guying of common use lines.
Plans should include all anchor and guying locations wherever necessary. All tension must be
accounted for when attaching line(s). Supporting details will need to be provided where no
anchors or guys are on plans but are necessary. All new construction shall require the use of
anchors and guys.
EXHIBIT B
Marking and Identifying Facilities:
To facilitate identification of attachments to DME Electric Delivety poles, the following standards apply
to all joint use attachers. These requirements will also assist in contacting the attached party as needed.
A tag must be installed which includes the following information:
1. Company name or generally recognizable company logo
2. Emergency telephone number
Tagging requirements:
l. Locations:
a. The starting and deadend poles of all attached facilities
b. The beginning of all lateral taps
c. All overhead to underground transitions
d. All roadway crossings
Tags should be installed on a minimum of every fourth pole.
2. Tagging must take place upon installation of facilities.
3. Companies are required to tag their facilities as an ongoing practice in order to meet these
requirements.
4. Tag must be replaced when the company name and/or contact number are no longer legible
from the ground
5. Missing tags must be replaced as soon as possible.
6. The attaching company may choose the method, color, material, construction and dimensions
of the tag as long as the following requirements are met:
a. Tags to remain permanently af�xed to the attaching company's facilities.
b. Color and text must be designed to last at least 5 years.
c. The company name and contact number must be easily readable and visible from the ground. A
minimum of'/z inch high lettering is required.
d. Avoid the use of sharp edges and corners if constructed of inetal.
e. Tags should be consistent in appearance for a given company throughout DME electric service
territory.
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�upply tr�r��f�rm�rs �h�lf
be . . , .
C�
g space to be
� as indicated
-2
Notes:
1. When communication cable terminal obstructs more than 25qo of pole surface, the terminal shall be placed on standoff
brackets a minimum of 4" and a maximum of 12" irom the pole to tacilitate climbing space as per the NESC.
�
�;�����°����� � ,M ���� � ��� ��� ����������°w�����a����� ��������
r�� , �����n�������.� ��, ��, � , �'�
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Notes:
1.
2.
3.
4.
5.
�r��d Wire or Cable
��r.D.ri4�..��°P �u��!�_��_. ...o.o.00v,v,s�� __�_.���
Conductor �I����
E�
���rrN.��r�i��a�kr��� 2
�� .� ���n�� �w�,
12"
Note 7
12"
12"
�
40"
�
���
�
40" "��
4d" Note 4
Note 3
40"
May be reduced to 3" if street light drip loop covered entirely with a non-metallic covering.
City traffic signal conductor is to be 40" below secondary conductor or the top of secondary supply rise�s
(whichever is lower).
Communication cable shall be minimum 40" below ciry traffic signal conductor.
Communication shall be minimum 40" below supply drip loops.
Includes the top of primary and secondary risers, including drip loops (whichever is lower).
30"
����� � � ��
�° �� ��� � ���°�����,'u �Ill��ur°����� � I������ �� 116°,������� � � �,�
���.����� �
40"
NeUtPal
Open Wire Secondary
Cabled Se�ndary
City Traffic Signal Conductor
30��
30"
30"
30"
Communicatfon 3
Communlca4lon 2
Communication 1
Crossing TxDOT mein4eined Interstates, 5tate and US highways,
and FM roads
Crossing non-TxDOT highways, streets, county or olher public roads.
Commercial, residential, and apartment driveways; parking lots; alleys;
and o4her areas subjec4 40 4ruck trafflc (note 2).
Service drops over residen4fal driveways nat subJect to truck trafflc.
Spaces and ways subject Yo pedestrians or restric4ed traffic only (no4e 3)
Within Righ4s-of-Way but not overhanging highways, sUeets, or alleys.
Within Righ4s-of-Way bu4 no4 overhanging highways, streets, or alleys,
where it is unlikely that vehieles will be crossing under lines.
Rallroad tracks (some raflroads require greater Gearances).
0' 4"
0' 4"
18' 0"
15' 6"
15' 6"
(no4e 5)
11' 6"
9' 6"
75' 6"
13' 6"
(notes 4 and 7)
23' 6"
r1�III„ py�r1IIIA� �,�� ��.°�ai � � � ,������� ��
� � � �ur��u��m���� � ����°��,�� �u� � ����I���"� �� �����
�Nlmlll�s�m�1� lll � �
Notes:
1. General
a. Vertical clearances shall be maintained under the following conductor temperature and loading conditions
whichever produces the largest final sag:
1. 120° F, no wind.
2. The maximum conductor temperature for which the line is designed to operate, if greater than 120° F, no
wind.
3. 32° F, no wind with'/z' radial thickness of ice.
b. Greater clearances than shown on DJU-6 shall be provided where required by local codes and ordinances or
crossing permits issued by other companies or govemmental agencies.
2. Trucks are defined as any vehicle exceeding 8 feet in height. Areas not subject to truck traffic are areas where truck
traffic is not normally encountered nor reasonably anbcipated.
3. Spaces and ways subject to pedestrians or restricted traffic only are those areas where riders on horseback or o4her
large animals, vehicles or other mobile uni4s exceeding 8 feet in height are prohibited by regulation or permanent terrain
configurations or are otherwise not normally encountered nor reasonably anticipated.
4. Where a supply or communication line along a road is located relative to fences, ditches, embankments, etc., so that the
ground under the line would not be expected to be 4raveled except by pedestrians, this clearance may be reduced to
9.5 feet for insulated communication conductor and communication cables.
5. Where this construction crosses over or runs along driveways, parking lots or alleys not subject to truck traffic, this
clearance may be reduced to 15 feet.
6. When designing a line to accommodate oversized vehicles, these clearance values shall be increased by the difference
be4ween the known height of the oversized vehicle and 14 feet.
T. This clearance may be reduced to 13 feet for insulated communication conduc4ors and communication guys.
� ���' ' ��������m��� �� I����� ��� I���m��� �� ��������m ������ �
� ���'��,��i������y
��,��;�����
Supply Neutral
Communication
�
Note 4
Notes
Communication
5' 0" minimum
Note SmITITITITmmmITIT
�0' 6"
�
Communicatian
,,,����'��I�+' M1„�
� �_......._....
�`
�w���„�� z'o°
'�`����"�� minimum
�
a �
b 0 �
mirnmum��ti, �
�
Detail A
Communication and
Supply anchors
(Note 2)
Supply
�. �.,,,,., ��.�W,,.��,�
�' 6"
8' 0"
�„��. ....v„�.�.,� .................... �.._��,.
Note 2
1, Each company (Supply and Communication) shall install independent guys and anchors for their respective facilities.
Auxiliary anchor eyes on supply anchor rods shall not be utilized.
2. Every effort should be made to install anchors wiih a horizontally spacing of 8 feet. However, a minimum horizonial
spacing of 5 feet can be used in situations where the horizontal spacing must be reduced. When 5 feet of horizontal
spacing is unavailable, the horizontal spacing may be reduced to 2 feet provided the Supply anchor is installed a minimum
of 5 feet vertically beneath the Communication anchor measured in-line with the anchor rod (See Detail A). When the
spacing is reduced to 2 feet a new Supply anchor shall be installed at the Communication company expense unless the
depth of the existing Supply anchor can be determined. The new Supply anchor shall be installed before the
Communication anchor.
3, If agreed by multiple Communication companies and deslgned as a system to support the total loads applied, provided
the points of attachment are relatively close to each other on the pole, a common Communication guy and/or anchor can
be installed. Communication company installing the anchor shall coordinate design and installation with all parties.
Design shall be submitted to Supply company for approval before constructian.
4. Communicetion cable stand and guy wires shall be bonded and cronnected to the pole ground. Communication
companies shall fumish the necessary #6 SD bare coppe� wire and connectors to connect directly to the pole ground.
5. No Communication anchor shall be installed closer than 5 feet from the surface of the pole.
�����mur�u�����ti� � � �u°��� ������ur� ,����
a ��� ��d������e,
� ����� ��;�� or�m �� �� ��
��������"�:��
�
�
�
F1
Supp�
��
Supply Neulral
F3
Communlcalfon '�
E
�
.�
E
0
�
EI
<V
Minimum daea 3 __ _��
pole required
Grade
N016S:
.
�"�. w
�,,.°" Nole 5
s� �
1' 0' ml�timum - ►
�
�. �.
��
�
�
.�� �
5' 0'
Note 2
' See Oeted A ; ',
D� il
CommunlcaUon end
Supply and�ors
(Note 2}
1
a• e-
1
1. Each company (Supply and Communication) shall install independent guys, struts, ar� ancFwrs for thefr respective
facflities. Auxilfery enchor eyes on supply enchor rods shell not be udlized.
2. �w�r�y ���r� �k��r�a� I�� ����a� �� ��w�t��Gl �r����ar� wr��� �� ��s��i�.��r��IU�r �p����lw�� �t �i �����,� V�I��re � �+�t�h ���' �ua�r�r:�r��A ���a��:d�u� &�
�n�v�il'�b6��„ 1��� %�c��i�c��ti��N ��r������� r���r kr� r����w��rc� l� � �"�+�t �ra��vti� CPra� ��q��rxy �rn��a�r �^� iru�t�li�a�d � w������u��arm �rd � f��t
v��aic:�Efl� ��m���tR� �hro� ���ar��a�����aCi�r� ��ru����a� r�a���p���u�f sr�W�b��� w;�,^i�'� N��� ��c,��� r��� � ,a�c� N7�R�il �a�. "�Ih�rr �t��; ����ir���'w�
reduce to 2 feet a new Supply anchor shall be installed at the Communication company expense unless the depth of the
existing Supply anchor can be �termined. The new Supply anchor shall be instalted before the Communication anchor,
3. Total horizontal design load is the sum af all horizontal forces applied (Fr = F, + FZ +F�) and shall not exceed 3000 Ibs at
the NESC loading condition which produces the largest loads.
4. If agreed by multiple CommunicaGon companies then F3 can represent the sum of their forces provided the points of
aitachment are relaGvely close to each oiher on the pole. In such cases, a common CommunicaGon slrut, guy, and
anchor can be installed provided they are designed specifically for the loads epplied. Communication company installing
the anchor shall coordinate design and installation wlth all parties. Design shall be submltted to Supply compeny for
approval before constructlon.
5. Communication cable stand and guy wi�es shall be bonded and connected to the pole ground. Communication
companies shall fumish the necessary #6 SD bare copper wire and connectors to connect directly to the pole ground.
� � �����u�°�����m���°�����°� ��i����� ���I� �,°�� �m �u� � �u���,� ��i������ri��uw�� A
�
� � � u� „ ,
�w � � � ��m������� ����� ���� N
������������.��
40"
Proposed Attacher
6" min.
Note 7 '
12°
6" min. �
Note 7 Existing Licensee
Supplv Neutral Conduc4or
Existing Licensee
♦-- Note 4 & 5
,
Proposed Attacher
Notes:
1. ihis me4hod of making attachments to DME poles is discouraged.
2. Pole must be inspected to assure 4hat all codes and standards are met before attachment may be made.
3. Attacher shall provide 20 spans minimum between transitbn points to avoid excessive guyirtg and congestion.
4. Communication riser cable(s) must be covered with an approved non-metallic material.
5. All vertical runs shall be so aRanged as not to interfere with climbing or working space.
6. Guying mus4 be used on poles where the attachment distance is 12" or greater unless waived by DME.
Both bottom and top 4ransitlon polnts must have a down guy. A span guy wlll be allowed ff all Gearance requfrements are
met.
7. A minimum 6" vertical clearance shall be maintained between thru bolts. Permission in writing from existing licensee shall
be obtained if attaching to their thru boit.
8. All midspan clearances must be mainiained.
9. Facilities at bo4h levels of the transition mus4 have proper identifying tags a4 the pole.
�
� a� "s�°�� �;����� ���������'� ��P"��������I"'��� �� ������"� I�,���'����� ���������^� �"
��� ����tl��
� I I Exhibit C(D�OICUM�EINT � OF 2} DATE�MM�DD;�,,�
�m ���� 5/28/2019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CER7IFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. 7HIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE lSSUING INSURER(S), auTHORizeD
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certlficate holder is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provislons or be endorsed.
If SUBROGATION IS WAIVED, subJect to the terms and condltions of the policy, certain pollcles may requlre an endorsement. A statement on
this certlficate does not confer rights to the certificate holder In lieu of such endorsement(s)..
PRODUCER
Aa°th+�r J. Gallagher Risk M�z���r��rr��nt Services, Inc.
1(���1 Crown Pointe Pkwy, ;u�tc� �CdCJ
Atlanta GA 30338
INSURED
Cox Communications, Inc.
Unite Private Networks, LLC
PO Box 105357
Atlanta GA 30348
Linda Smith
�
AFFORDING COVERAGE
ws�R�Rn: National Union Fire Insurance C
INSURER B V`��"Jk�
i��r�r��N�i�� Insurance ��r�
,.,, ,
iNsuRERc: American Home Assurance Con
� . __.
iNsuReRo: Illinois National Insurance ComK
�78���9�-��A�
of Pittsbu
�
COVERAG�� CERTIFICATE NUI�I���, ��4��4��� REVISION NUMBER:
' TH1S IS TO CERTIFY THAT THE POLICI'ES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
1NDICATED. NOTWITHSTANDING ANY REQUIREMENT� TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREI!N IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INTR ,......._ ,,, , ., .... ... .,. � ,,. ' ,,,,,...�_ ......., , , .
TYPE OF INSURANCE �ucn wvn POLICY NUMBER � p6yr�� �;� � POLICY EX�+ LIMITS
„ /�UDL ��1�1� _
�"i7R,�CY FF
y.y�. .�nnM/oomvv�
A x COMMERCIALGENERALLIABILITY Y Y 1l1/2019 1/1/2020 EqCHOCCURRENCE $4,500,000
`�,�hd�w�� 1"� �d�N��i�
� � CLAIMS-MADE � X � OCCUR � PI��AAI� � °� �hta ��.�^.iir�¢n�uw�^sx� $ 4 500,000
' � ,......., _.� Exclude.� .,,,,,,,,„
X XS of $500,000 MED EXP (Any one person) $ d
m� .
X SELF INSURED RET PERSONAL & ADV INJURY $ 4,500,000
..,,,, „ , . _ .
GEN'LAGGREGATELIMITAPPLIESPER: GENER,4LAGGREGATE $30.000,000
I _
OLICY l j�� � LOC � �
X " 7
� _ AGG $ 6 000,00
..._ � "9�Y•AE6£• . ..
P
P
A AUTOMOBILELIABILITY Y Y
1/1/2019 1/1/2020 ���� ���� _
AUTOS ONLY AUTOS ONLY URY (Per acadent) $
AUTOS ONLY I -
X.... HIRED X... Nd'71W�� l�N�N (Pcrayu�,l�9� Y��1hR,�«�,�w �,,, .
ULED
ati4y, $
e..,
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A X' UMBRELLALIAB � X OCCUR Y Y 1/1/2019 1l1/2020 EACHOCCURRENCE $25.000.000
' EXCESS LIAB CLAIMS-MADE AGGREGATE $ 25,000 000
, .. , ...,
C AND EMPLOYE�RS RFTFNTICIN S„� �� r,�r, , $
DED
NSATION Y
1l1/2019 'tl/1/2020 E L EACH ACCIDENT $ 1 000 000
OFFICER/MEMBEREXCLUDED7 '����� ������� ���� ������ � � ��������
(Mandetory In NH) E.L. DISEASE EA EMPLOYEE $ 1 000 000
If yes, descmdV�r� under ne ..., m ..,,
DESCRIPTI��phl' OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1 000,000
W...... �..___�_
B WORKCOMP/EMPLOYERSLIAB
)
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Addltlonel Remarks Schedular, r�taay« laa �lla�c�ueai bf sa�a�r�w ms�au+:�t Id i^�¢�stlGr��V�
Cuiy �f Gi�nt�n ��c9 �II ��sa�l�4��, ��i1i�ted� ��Rd�� �r�d sc�b�Ar�a�ry entit��� �rf �I"��"„ wr�w�! �xAst�r°�s� �r M���e���t�� �r�a�t�t,iu ���r� t�r�pr resp��tdwr� �6ftit�r�, �a°n�,��r�y���,
w��tl�ar����rs� ����ct�, �arrcS ��r�t��ac��r�, a� tt��ir r��p���'iv� wr���r��� r���y �p����r �r� �'+�c�itic�rs�4 Ir��a�c�c� �s r��p���s ��n�r�� II��iVik�+, �aNR� Ir�[�ilrky �rvcl a�rM°�P�r°��1�
11�abxVity p�tli����, parars�u�nt R�r �n� ���Y���c� la @,bry� �ra�i�y,� t�rrri�, d��ir�it6arp�„ cranr��ti��rr� �r�d �x��laa�Cczirs. 'fh� 6n��ur��n�:� �ara�vG��d d�ti tkr� �p��c��a4 Il��f�lky p��N��y +�
�rl'rrt�ry �c�a� �d�y �t��r in�urar�� �1��11 k�� ��c��� vi�ly, �i�cl r�,�� ��p��ribu�4�r�, l��iv�r �f ����rc��atian ���«�i�� ta �c�rkYfrlc�C� h�lc���, �� r�s���t� �eti��r�l I��taM�rky, ��a�°�
1"tak��AA�y ur���r�lN� Ni�a�dlbty �.r�ork wv�r'k�r� rc�r^�{�eN�:���k�rrr ��a9��:��s, p+�msu�ar�t t�a �nci ��abJ��k �c� ih� p�BG��+'� l�rr�a�, r��finAta�r�a� �.�rtdi4acrr� ��a�d ���Nu�a�rv�.
7'hr� �'r�cf��,d�.�� +�n8� �d�d'��vr�r ��a g^��Ffl ��b �d��� �rrd���sn r�ur����� t� kl�� �e�r�i��a;,��� Hsa#���:� n�rr��� �a7 �87+� ��a��flr.�k� M9 �n� �crtld�,� li��a�d a�r� �I�� e�r�G����c�r as ��r��al@�rS �Or��r
�� �h� ��cp�id°�i�r�r� d�t�. �'�ila�rr� 4� c�� �� st��61 '�rrr�w�r�� �a�a �bl6��ti�d� ra� �a���4ARya ca� �ray k+�� ��sa�s� t�+e;� i�r�d���r rar• a�������r��� ��4�r k6�� paM�c:� t��r��.
�
City of C��r�#c�m7
215 Ea�� M��inney Street
Denton TX 76201
ACORD 25 (2016I03)
fION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
w���wa�s�ua�r��rMv�
r �
O 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
Exhibit C(DOCUMENT 1 OF 2)
ENDORSEMENT
This endorsement, effective 12:01 A.M. 01 /01 /2019 forms a part of
policy No. issued to COX ENTERPRISES, INC.
By NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA
This endo�sement modifies insuiance provided under the fol%winga
COMMERCIAL GENERAL LIABILITY COVERAGE FORM,
BUSINESS AUTO COVERAGE FORM
BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM
GARAGE COVERAGE FORM
LIQUOR LIABILITY COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM
PRODUCTS-COMPLETED OPERATIONS LIABILITY COVERAGE FORM
RAILROAD PROTECTIVE LIABILITY COVERAGE FORM
TRUCKERS COVERAGE FORM
EXTENSION SCHEDULE OF NAMED INSUREDS
This policy provides coverage for the first Named Insured shown on the declarations page and the
following Named Insureds:
COX COMMUNICATIONS, INC.
106936 (10/10) Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1
Exhibit C(DOCUMENT 1 OF 2)
ENDORSEMENT
This endorsement, effective 12:01 A. M. 01 /01 /2019
forms a part of policy No.
issued to COX ENTERPRISES, INC.
by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA
This endorsement modifies insurance provided under the fol%wing:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM,
BUSINESS AUTO COVERAGE FORM
BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM
GARAGE COVERAGE FORM
LIQUOR LIABILITY COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM
PRODUCTS-COMPLETED OPERATIONS LIABILITY COVERAGE FORM
RAILROAD PROTECTIVE LIABILITY COVERAGE FORM
TRUCKERS COVERAGE FORM
EXTENSION SCHEDULE OF NAMED INSUREDS
This policy provides coverage for the first Named Insured shown on the declarations page and the
following Named Insureds:
COX COMMUNICATIONS, INC,
106936 (10/10) Includes copyrighted material of Insurance Services Office, Inc. with it permission.
Page 1 of 1
i ��� I XHI IT C( CU TIZ F Z) DATE(MM/DD/YYYY)
u. I� 5/30/2019
7HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIR ATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVE GE AFFORDEd BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONT cT Be eeN rH� issuiNc iNsuReRcs), AurHORizED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
1��'�1�"i�N7: t:[f the certiflcate holder Is an ADDITIONAL INSURED, th� p�alic!��b��� must have ADDITIONAL �fW�i�N��� pr�vl�i�n�s, or �� e�t�c�r���s�.
If SUBROGATION IS WAIVED, subject to the terms and condltlons of the policy, certaln policies may requlre an endorsement. A statement on
thls certlflcate does not confer r��ghts to the certiflcate holder In Ileu of such ,���M�r��ar���r�t���.
PRODUCER
�rt1���r J. Gallagher Risk M�r��a��rrti�nt Services, Inc.
���i� Crown Pointe Pkwy, ��ai�� ��4
Atlanta GA 30338
INSURED
Cox Communications, Inc.
Unite Private Networks, LLC
PO Box 105357
Atlanta GA 30348
P�A�io'�,� �
�: Lin�� Smith
��
����'�� 678-393 5228
(�� ��. ��t�� _ e
� n���� ,
�����.��, 1aw��l��,srr�4ttl�r� ��.��arr�
INSURER(3) AFFORDING COVI
iNsuReRn AINI�r��� IJNr�1�NwrAR�d� Iru����r����
INSURER B :
INSURER C :
IN3l1RER, D :
,,..,, ..,,.,. ............ ........ . .,.... .........
INSURER E :
�
COVERAGES ��F�"Pk�I�AT� NUMBER:56845217 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INTR' TyPE OF INSURANCE p'_�� ����' POLICY EFF POLICY �7CW _„_
_ �... ,... N�
$ LIMITS
�y��.n wvn � POLICY NUMBER �MMmnmw� lMMIDD/VYVVI
COMMERCIAL GENERAL LIABILITY ���� ��WxY�� EACH OCCURRENCE $
„������ �'�"F �kEN`N'�
� CLAIMS-MADE l_ I OCCUR PQ�'�Iw+C#�p a,�l- a ua�;u�rrraa���� $
MED EXP (Anv one �erson) $
w,.,,, _
PERSONAL & ADV INJURY $
___ _ _ _..
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
POLICY � I�����„�p � � LOC PRODUCTS COMP/OP AGG $
� � �I�`I'k-1.9:�'�; . . ..... $
AUTOMOBILE LIABILITY C.C1hu7�SN�k� U SI��L� l.Vfi�A I $
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ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED BODILY INJURY (Per accident) $
AUTOS ONLY AUTOS
f HIRED NON-OWNED Pl�a:d1 �N�1Y4��1v4Aht�[ $ I
AUTOSONLY AUTOSONLY 4p��C �������u��
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� �. �� $
UMBRELLA LIAB � I OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE � AGGREGATE —_� $
m W � _..... .
DED � RETENTION � $
WORKERS COMPENSATION � n F
ST TLITE ''���. ER�
AND EMPLOYERS' LIABILITY y � �i ' " '
ANYPROPRIETOR/PARTNER/EXECUTIVE �,,, q N� A E.L. EACH ACCIDENT $
OFFICER/MEMBEREXCLUDED7 �� E.L. DISEASE E
(Mandalory In NH) A EMPLOYEB $
If yes�descr4k7t�under �,,,,, __,,,,,,,,�,,,,,,, „�_ ___.
DESCRIPTI�.'F�p OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $
Y W�.__ .�_ ....... _�.�...�WWW__...�..�.�.
A Pold�Rt�a�s �,Ir��rility �� 1/1/2017 1/1/2020 Each Incident $25,000,000
Sto�rg� "t'a�rrl� Liebilil Aggregate $25,000,000
_..- .
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 701, Addltlonel Remarka Schedule, mey be attached if more space la requlred)
City of �����fi���
215 Ea�� �1��'inney Street
Denton TX 76201
ACORD 25 (2016103)
CANCEI���"I�dNW
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
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