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HomeMy WebLinkAboutPBI-Tech, LLCAntenna Siting Agreement y,y_6 r ,ho, avvs ANTENNA SITING AGREEMENT This Antenna Siting Agreement(the "Agreement") is entered into as ofApe/ / 2008, by and among City of Waterloo, Iowa("City") and PBI-Tech, LLC ("PBI"). RECITALS A. PBI owns real property located at 214 Washington Street, Waterloo, Iowa, upon which it operates a senior living facility. The property includes a high-rise building (the "Premises") which is desirable for siting of telecommunications towers. B. City, through its police department, operates a wireless pole camera system that requires use of a tower or antenna to relay signals from cameras to the central reception point at city hall. C. The parties desire to permit City to locate a relay antenna on the Premises on the terms set forth herein. AGREEMENT In consideration of the mutual promises exchanged herein and for other consideration, the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows: 1. Siting. City is hereby permitted to use the Premises for the purpose of installing, operating, maintaining, inspecting and upgrading at City's sole cost and expense, a relay antenna and appurtenant facilities and equipment, including but not limited to cables, wires, connectors, and mounts (collectively, the"Facilities"). The parties intend that the Facilities shall be located principally on the roof of the Premises, but also that the rooftop Facilities will be connected to a power source in or upon the Premises that may not be readily available on the rooftop. PBI agrees to cooperate with City to locate the Facilities at a place that will allow their efficacious use, provided, however, that the Facilities shall not be placed so as to interfere with a camera already in place that is owned by a television station. The rights granted to City herein shall include reasonable rights of ingress, egress and access to City, its employees, agents and contractors, for purposes of installing and servicing the Facilities. 2. Title to Facilities. All right, title and interest in and to the Facilities shall at all times be exclusively in City. Nothing in this Agreement shall at any time vest, create or give rise to any right, title or interest in or to the Facilities in or for the benefit of PBI, a Licensee (defined below) or any other person, partnership or company. 3. Quiet Enjoyment. PBI hereby represents and warrants that it owns or has the exclusive right to possess the Premises and that it has full right, power, and authority to execute this Agreement. PBI further covenants that City's quiet enjoyment of the Premises or any part thereof shall be not disturbed during the term of this Agreement. Notwithstanding anything to the contrary in this Agreement, the parties agree that City's rights hereunder are non-exclusive and that PBI shall retain the right to use the Premises for its own purposes and to lease space to other communications companies (each a"Licensee"), provided in any case that nothing shall unreasonably interfere with the Facilities or City's use of same as authorized herein. 4. Interference. City agrees not to use the Premises in any way that unreasonably interferes, except as provided for in this Agreement, with use of the Property by PBI or any Licensee. PBI agrees not to use, nor permit others to use, the Premises in any manner that would unreasonably interfere with the Facilities or City's operation of same as authorized herein. For purposes of this Agreement, any interruption or disruption by PBI or any Licensee of City's ability to use the Facilities to receive and transmit signals shall be deemed to "unreasonably interfere"with City's use. If there is an unreasonable interference with City's use of its Facilities, then upon receiving notice of same from City, PBI shall terminate, or cause to be terminated, said interference as promptly as possible 5. Compensation. PBI agrees that no rent or other compensation shall be due or payable by City for use of the Premises or any power necessary to operate the Facilities. 6. Hold Harmless. Except as set forth in Section 5 above, City agrees to hold PBI harmless from and against any and all claims, demands, causes of action,judgments, costs, or expenses (including reasonable attorney's fees) (each of the foregoing being a"Claim") arising out of or in any way connected with the installation, use, maintenance, repair, or removal of the Facilities, including interference of same with the rights, equipment or transmission capabilities of a Licensee, except for claims arising from or in connection with the negligent or intentional acts or omissions of PBI, a Licensee, or their employees, agents or contractors. PBI shall promptly notify City upon receipt of any Claim. 7. Term; Renewal. Subject to Section 8 below, the term of this Agreement shall commence on the date hereof and shall continue until and including June 30, 2018. This Agreement shall automatically renew for an additional period of ten (10) years on the same terms unless, no later than December 31, 2017, PBI delivers a written notice of non-renewal to City. 8. Early Termination. This Agreement may be terminated before the expiration of the original term or any renewal term as set forth below: (a) City may terminate this Agreement at any time. (b) PBI may terminate this Agreement upon thirty(30) days' advance written notice to City if(i) City unreasonably interferes with a Licensee's rights, equipment or transmission capabilities and fails to terminate such interference within ten (10) days of receiving written demand from PBI, or(ii) City fails to hold PBI harmless from and against any Claim within thirty(30) days after receiving written notice or demand from PBI. (c) PBI may terminate this Agreement at any time upon ninety(90) days' advance written notice to City. In the event of termination, or upon expiration of the term of this Agreement, City shall remove the Facilities and restore the surface of the Premises where the Facilities were attached to the original condition of the Premises, ordinary wear and tear excepted. 9. Notice of Agreement. The parties agree that City may, at its option, record a memorandum of agreement in the land records of Black Hawk County, Iowa, to provide public notice 2 of the rights granted to it hereunder. PBI agrees to execute all necessary and appropriate documents to facilitate filing of said memorandum. 10. Expenses. Each party to this Agreement shall pay its own expenses (including without limitation the fees and expenses of their respective agents, representatives, counsel, and accountants) incidental to the preparation and carrying out of this Agreement, except as otherwise set forth in the Agreement. 11. Binding Effect. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 12. Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous negotiations, discussions, understandings, or agreements of the parties in connection with the subject matters hereof. This Agreement may not be modified or amended unless in a writing signed by the parties. 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or other electronic means shall be deemed originals. IN WITNESS WHEREOF, the parties have executed this Antenna Siting Agreement as of the date first written above. CITYOF WATERLOO, IOWA PBI-TECH, L / By: By; Timothy J. Hurl , ayor Title: Attest: Nancy -ck Clerk 3