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HomeMy WebLinkAboutContract 43005v1 ■ 1 -- -. -_ - - Verizon Wireless In-building Agreement CONTRACT NO. `�-3 _ This In- building Agreement ( "Agreement ") between Dallas MTA, L.P. d/b /a Verizon Wireless, by its general partner Cellco Partnership, a Delaware General Partnership, having an office and principal place of business at One Verizon Way, Basking Ridge, New Jersey 07920, on behalf of itself and for the benefit of its affiliates ( "Verizon Wireless ") and City of Fort Worth, 1000 Throckmorton, Fort worth, Texas 76102 ( "Licensor ") governs the installation, maintenance and operation by Verizon Wireless of an In- building coverage system for use with Verizon Wireless Service pursuant to the Agreement at the Licensor's premises at 275 W. 13th Street, Fort Worth, TX 76201 (the "Premises "). 1. In- building Equipment is defined as follows: Radio distribution equipment including, repeaters, amplifiers, base station equipment, antennae, cables, wiring, and associated network devices, provided by Verizon Wireless and installed in the Premises (as defined below) for use with Wireless Service provided by Verizon Wireless. Unless specifically stated otherwise, references to Equipment throughout the Agreement shall include In- Building Equipment. 2. Licensor grants Verizon Wireless a license ( "License "), during the Term to install, maintain and operate In- building Equipment in the buildings where premises owned or leased by Licensor are located ( "Premises "). The Premises are further identified in Attachment 1 as may be amended from time to time. The License may be terminated only as provided in this Agreement or Amendment. For purposes of this Agreement, "Term" shall be defined as the specific period of March 1, 2012 through February 28, 2021. Both parties reserve the right to terminate this Agreement on thirty (30) days written notice and upon such termination, Licensee will remove all of its equipment and improvements and restore the Premises as required by Section 10 below. 3. Licensor will provide Verizon Wireless access to or use of facilities and services in the Premises, as required by Verizon Wireless for the installation and operation of In- building Equipment in accordance with local codes and the National Electrical Code. Such facilities and services may include but are not limited to, exterior or rooftop antenna placement, use of ducts, conduit, cables and conductors and electrical power with suitable terminals and power surge protection devices and metallic grounds. 4. Licensor grants Verizon Wireless access to premises 24 hours per day, seven days per week as necessary to install, test, upgrade, maintain and /or for emergency repair of said In- building Equipment, to test radio frequency coverage or to investigate or remediate interference with Verizon Wireless' network or services. With the exception of emergency repairs, it is expressly understood by all parties that Verizon Wireless shall limit its activities on the Premises to normal business hours 8am — 5pm (CST). Licensor acknowledges that in the event that such 24 hour access cannot be provided, there may be instances where service may be interrupted or adversely effected because of delays in authorizing access for emergency repairs /maintenance. 5. Verizon Wireless will deliver, install, test, operate and maintain the In- building Equipment. Verizon Wireless may act under this Agreement either directly or using such subcontractors or representatives as Verizon Wireless may select. If Licensor is vacating all or part of the Premises, Licensor shall give Verizon Wireless thirty (30) days prior written notice and shall make all arrangements with the landlord, or other tenants necessary for Verizon Wireless to remove the In- building Equipment from the Premises being vacated. Except as disclosed to and acknowledged in writing by Verizon Wireless, Licensor represents and warrants that (i) no lead paint, asbestos or other hazardous substance as defined by any applicable state, federal or local law or regulation, is present at any Premises; (ii) Licensor owns or leases the Premises or otherwise has the right to grant the License and has obtained all required consents or approvals from any landlord, mortgagee or other person or entity ( "Party In Interest ") having an interest therein; (iii) Licensor has or will obtain all required building permits, inspections or other approvals; (iv) Licensor does not have any other radio distribution equipment including, repeaters, amplifiers, base station equipment, antennae, cables, wiring, and associated network devices installed on the Premises, (v) Licensor has no knowledge of any equipment (such as equipment that may be sensitive to RF signals), wiring or other conditions on the Premises that may be adversely affected by, or may adversely affect, installation or operation of the In- building Equipment. At its sole discretion, Verizon Wireless may cease installation or operation of In- building Equipment, until such time as Licensor corrects any condition that would be a breach of the above representations and warranties. 7. In consideration of this License, Licensor receives the benefit of enhanced coverage provided by the In- building Equipment in connection with Wireless Service provided under separate Agreement. In the event that Licensor ceases to be a Verizon Wireless Subscriber, Licensor shall immediately discontinue all use of In- building Equipment and shall promptly allow its removal by Verizon Wireless. In- building Equipment remains Verizon Wireless property, shall be operated and maintained solely by Verizon Wireless, and shall not become a fixture or a part of the real property where it is installed. Licensor shall so inform any current or future Party in Interest. Verizon Wireless or its local affiliate is the exclusive FCC licensee of certain radio frequencies on which its services are provided. If Verizon Wireless determines that any Licensor equipment interferes with the In- building Equipment or with Verizon Wireless' network or services, then upon oral or written notice from Verizon Wireless, Licensor shall be requested to disconnect or deactivate such equi ent until such interference is remedied. If Licensor declines to disconnect or abate interference from any such equipment irel s determines in its sole discretion that interference caused by such equipment cannot be otherwise remedi erizonvy qel the right to remove In- building Equipment from the premises. OFFI�IA ETpRY , 'ITY SF January 27, 2011 Veriz n W s' � 006, 201 t Data furnished in this document shall not be duplicated, used, or disclosed in whole or in part for any purposether than to ev ument. In the event that the Verizon Wireless In- Building Solution shall be deemed to be the cause of such interference, then Verizon Wireless shall immediately either abate the interference or remove the In- Building solution until such time as it can abate the condition. 9. Licensee shall be liable for and shall indemnify and hold Licensor harmless against any claim of liability or loss from personal injury or property damage resulting from or arising out of the negligence or willful misconduct of Licensee, its employees, contractors or agents, except to the extent such claims for damages may be due to or caused by the negligence or willful misconduct of Licensor, its employees, contractors or agents. Licensee shall maintain at its own expense, during the term of this Agreement, commercial general liability insurance with a combined single limit of $1,000,000.00 for bodily injury and property damage. The insurers for all policies must be licensed and /or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide. Licensee shall provide a certificate of insurance to Licensor as proof of said coverage which shall contain a provision for thirty (30) days notice of cancellation to Licensor and shall name Licensor as an additional insured for purposes of this agreement. Except with respect to the indemnification set forth in this paragraph, neither party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 10. The IBRD System is personal property of Licensee and Licensee at all times owns and controls the IBRD System. Licensor and Licensee agree that all equipment forming a part of the IBRD System, including, without limitation, all IBRDs, IBRD Antennas and cables, wires or equivalent connecting the same installed by or on behalf of Licensee shall be and remain the property of Licensee under all circumstances, under Licensee's exclusive control, free and clear of any liens or encumbrances other than those permitted by Licensee, and shall be deemed to be and remain personal property and not part of the real estate on which the same are located. Without limitation on any other rights of Licensee, such equipment may be removed by Licensee upon expiration or cancellation of the term of this Agreement, as the same may be from time to time extended or renewed, or upon earlier termination, for whatever reason. Licensee shall restore any areas of Licensor's premises damaged by such removal, except normal wear and tear. 11. Licensee, with Licensor's cooperation as reasonably necessary, shall obtain all required governmental and quasi - governmental permits, licenses, approvals, and authorizations. 12. Neither Licensor nor Licensee shall be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and /or any other similar causes. 13. This Agreement, including any attachments hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between Licensor and Licensee, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 14. The person signing this agreement hereby warrants that he /she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 15. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. January 27, 2011 Venzon Wireless Matter 710 - 31061 -2011 Data furnished in this document shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to evaluate the document. 16. This Agreement shall become effective on the date the Agreement is signed by the last Party. CELLCO PARTNERSHIP d /b /a VERIZON W REL SS By: Name: Todd Loccisano Title: Exec. Dir. — E &G Contract MGMT Date: 9 /L1V014 -�6/ -- CITY OF FORT WORTH, TEXAS By: Name: Susan Alanis Title: Assistant City Manager Dater) ATTEST: By: Name: Title: City Secretary Date: 3-a<-4- I2- APPROVED AS 0 FORM AND LEGALITY: B' Name: Maleshia B. Farmer Title: Assistant City Attorney Date: —4104MIZ, OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX January 27, 2011 Verizon Wireless Matter 710- 31061 -2011 Data furnished in this document shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to evaluate the document. ATTACHMENT 1 to In- building Agreement Licensor Name: City of Fort Worth 1000 Throckmorton Fort worth, Texas 76102 Premises Address: 275 West 13`h Street Fort Worth, Texas 76102 IN- BUILDING SYSTEM TO BE INSTALLED IN THE PREMISES CSI- 0SP85-250 -U7C1P DSP85- 250 -UMP, D2:D2, Frequency CS10- 588 -432 Programmable Rtpeafer, LTE 7130 Mhz Upper C SlocWPCS, Rack or WaN Mountable PCS FILTER:PCS, CDMA, A CDMA LTE U7C 1 COMA PCS A CSl- DSPMOD- D- EKfCDMA DSPMOD- D- EWCDMA D DSP Modem, CS11 -3157 -221 Extemal KhICOMA Job: City of Ft_ Worth EOC January 27, 2011 Verizon Wireless Matter 710 - 31061 -2011 Data furnished in this document shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to evaluate the document. DESCRIPTION Ouantity DGA419 -YB, 1850 -1990 MHz 14 dBi Yagi Antenna, N- Female 1 CSIAY/700- 806/11, 700 -806 Mhz 11dBi, 8- Element Yagi Antenna, N- Female 1 ANWCELLMAX- O- CPUSE, 698- 960/1710- 2700 MHz, OmniDirectional Indoor Antenna 2 RFSICAI2- 50)PL, 1/2" Plenum 50 Ohm Coxail Cable 735 Andrew Solutions, LDF4 -50A, 1/2" Foam Heiiax Cable 180 January 27, 2011 Verizon Wireless Matter 710- 31061 -2011 Data furnished in this document shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to evaluate the document. POLDSXL, 700 -2700 MHz Bulkhead Mnt Coax Protector w/ N- Female 2 POLGSA- KIT -N, Grounding Kit for DSX +2- Wash 2- Screw, 2 -Nut, Adaptor, SUP BLOC 2 ANWCELLMAX- D- CPUSE, 698 -960 / 1710- 2700 MHz Directional Indoor Antenna 1 RFSNM- LCF12 -B32, N -Male Conn for ICA12- 501PL Indoor use Only 20 CSISPD3 /700- 2.5K /N, 700 -2500 MHz 3 -Way Combiner/ power Divider, N- Female Conns 1 CSISPD2 /700- 2.5K /N, 700- 2SOOMHz 2 -Way Combiner / Power Divider, N- Female Conn 1 Misc Installation Material 1 Andrew Solutions ,294573, 4" Feed -Thru Boot Assemblies 1 Andrew Solution, 2946851,/2" Round Cushion 2 Hole 1 Andrew Solutions, 221213, Universal Weatherproofing Kits 1 January 27, 2011 Verizon Wireless Matter 710- 31061 -2011 Data furnished in this document shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to evaluate the document.