017 of 2021 - SQF, LLC Master License Agreement for Small Cell Installation in the Right-of-WaySALT LAKE CITY ORDINANCE
No. __ of 2021
(Granting a Master License Agreement for Wireless Facilities in the Public Way
to SQF, LLC, a Delaware limited liability company)
WHEREAS, SQF, LLC, a Delaware limited liability company (the “Company”) desires
to install equipment to provide third party broadband wireless services within Salt Lake City,
Utah (the “City”), and in connection therewith to establish a network in, under, along, over, and
across present and future rights-of-way of the City, consisting of antennas, radios, and conduit,
together with all necessary and desirable appurtenances, for the operation of a wireless
broadband small cell network for communication services; and
WHEREAS, the City, in the exercise of its police power, ownership, use or rights over
and in the public rights-of-way, and pursuant to its other regulatory authority, believes it is in the
best interest of the public to provide to the Company, and its successors, access rights pursuant to
a non-exclusive license agreement to operate its business within the City; and
WHEREAS, the City and the Company propose to enter into a Master License
Agreement for Wireless Facilities in the Public Way in the substantially final form of which has
been presented to the City Council at the meeting at which this Ordinance is being considered for
adoption; and
WHEREAS, the City desires to approve the execution and delivery of such Master
License Agreement for Wireless Facilities in the Public Way and to otherwise take all actions
necessary to grant the referenced rights to the Company; and
WHEREAS, the City believes this Ordinance to be in the best interest of the citizens of
the City.
17
2
NOW, THEREFORE, be it ordained by the City Council of Salt Lake City, Utah, as
follows:
SECTION 1. Purpose. The purpose of this Ordinance is to grant to the Company, and
its successors and assigns, a non-exclusive right to use the present and future public way within
and under control of the City for its business purposes, under the constraints and for the
compensation enumerated in the substantially final form of the Master License Agreement for
Wireless Facilities in the Public Way attached hereto as Exhibit A, and by this reference
incorporated herein, as if fully set forth herein (the “Master License Agreement”).
SECTION 2. Short Title. This Ordinance shall constitute the SQF, LLC Master License
Agreement Ordinance.
SECTION 3. Grant of Access Rights. The administration is hereby authorized to
negotiate and execute the Master License Agreement reflecting the terms of this Ordinance and
incorporating such other terms and agreements as recommended by the City Attorney’s Office.
There is hereby granted to the Company, and its successors and assigns, in accordance with the
terms and conditions of the Master License Agreement, the right and privilege, to construct,
maintain and operate in, under, along, over and across the present and future rights-of-way of the
City, all as more particularly described in the Master License Agreement.
SECTION 4. Term. The term of the Master License Agreement is for a period of ten
years from and after the recordation of the executed Master License Agreement with the Salt
Lake City Recorder’s Office, with a renewal of an additional ten year term as provided therein.
The Company shall pay all costs of publishing this Ordinance.
3
SECTION 5. Acceptance by Company. Within thirty (30) days after the effective date
of this Ordinance, the Company shall execute the Master License Agreement; otherwise, this
Ordinance and the rights granted hereunder shall be null and void.
SECTION 6. No revocation or termination may be effected until the City Council shall
first adopt an ordinance terminating the Master License Agreement and setting forth the reasons
therefor, following not less than thirty (30) days prior written notice to the Company of the
proposed date of the ordinance adoption. The Company shall have an opportunity on said
ordinance adoption date to be heard upon the proposed termination.
SECTION 7. This Ordinance shall take effect immediately upon publication.
Passed by the City Council of Salt Lake City, Utah, this ____ day of _______, 2021.
______________________________
CHAIRPERSON
ATTEST:
______________________________
CITY RECORDER
Transmitted to Mayor on _______________________.
Mayor’s Action: _______Approved. _______Vetoed.
______________________________
MAYOR
ATTEST:
______________________________
CITY RECORDER
(SEAL)
Bill No. ________ of 2021.
Published: _______________.
Salt Lake City Attorney’s Office
Approved As To Form
By: _______________________
Kimberly K. Chytraus
Date: __________________ January 6, 2021
18 May
17
Amy Fowler (Jul 1, 2021 10:46 PDT)
Erin Mendenhall (Jul 16, 2021 14:28 MDT)
07/16/2021
4
Cindy Trishman (Jul 19, 2021 09:20 MDT)
Cindy Trishman (Jul 19, 2021 09:20 MDT)
July 20, 2021
EXHIBIT “A”
MASTER LICENSE AGREEMENT
1
MASTER LICENSE AGREEMENT
FOR WIRELESS FACILITIES IN THE PUBLIC WAY
THIS MASTER LICENSE AGREEMENT FOR WIRELESS FACILITIES IN THE
PUBLIC WAY (this “Agreement”), dated as of its date of recordation with the Salt Lake City
Recorder (the “Effective Date”), by and between SALT LAKE CITY CORPORATION, a Utah
municipal corporation (the “City”), and SQF, LLC a Delaware limited liability company
(including its successors and assigns, the “Company”).
RECITALS
A. The Company desires a non-exclusive agreement to install, at its sole cost and
expense, a network of Wireless Facilities and/or structures related thereto within the boundaries of
Salt Lake City, Utah, and to utilize Salt Lake City’s Public Way for such purpose, in order to
provide wireless services and expand the available data transmission bandwidth for mobile
devices.
B. The City owns or controls such Public Way and has agreed to grant access to the
Company in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, for good and valuable consideration and, further, in contemplation
of subsequent approval by legislative action of the City Council as hereinafter provided, the
parties mutually agree as follows:
ARTICLE 1
ORDINANCE
1.1 Defined Terms. All capitalized terms not otherwise defined herein have the
meanings given them in Salt Lake City Code Chapter 14.056, or its successor (the “City Wireless
Code”).
1.2 Ordinance. The City Council has adopted an ordinance entitled Verizon Wireless
Master License Agreement Ordinance (the “Ordinance”), approving the execution of this
Agreement. Execution of this Agreement constitutes the acceptance of the Ordinance by the
Company. Such Ordinance is incorporated herein by reference, and made an integral part of this
Agreement.
1.3 Description. The Ordinance confers upon the Company, and its successors and
assigns, the non-exclusive right, privilege, and access (the “Access Rights”), subject to the terms
of this Agreement, to construct, install, maintain, repair, replace, modify, relocate, remove, and
operate: (i) the Wireless Facilities in approved locations in the Public Way and (ii) attach Wireless
Facilities to an existing or new Structure in the Public Way, all as described in this Agreement.
This Agreement does not grant to Company any interest in any property.
1.4 Term. The term of the Agreement is for a period from and after the date hereof,
until 10 years from the Effective Date. If there is no default under this Agreement and Company
is compliant with all applicable law, rules, and regulations, this Agreement shall be automatically
extended for one additional period of 10 years. If the Company intends not to extend the term,
2
Company shall deliver to City written notice of its intent not to extend the term prior to the
expiration of the initial term.
ARTICLE 2
PERMIT APPROVAL
2.1 Application and Review.
(a) To locate Wireless Facilities in the Public Way or attach Wireless Facilities to an
existing or new Structure in the Public Way, Company shall submit an application for a Permit to
Work in the Right-of Way (a “Public Way Permit”), the form of which shall be substantially
similar to the form attached hereto as Exhibit “A”; provided, the City and the Company can
reasonably amend the form from time to time to comply with the City Wireless Code, subject to
the Small Wireless Facilities Deployment Act pursuant to Title 54, Chapter 21 of the Utah Code,
or its successor (the “State Code”) and applicable federal law. In accordance with the State Code,
the Company may submit a request to review and approve multiple Wireless Facilities on the same
application by attaching a list of said facilities to the application. If a Wireless Facility is approved
and a Public Way Permit is granted, the license for the approved Wireless Facility shall coincide
with this Agreement subject to Section 8.4. Company shall comply with the requirements of the
City Wireless Code. An approved Public Way Permit shall approve the location and plans for the
location of a Wireless Facility. Depending on the scope of the Company’s proposed work,
Company may also need to apply for additional permits such as a traffic control permit and
electrical permit. The Public Way Permit shall be reviewed as provided in the City Wireless Code,
the State Code and applicable federal law.
(b) Company shall be responsible for obtaining access and connection to fiber optic
lines or other backhaul solutions that may be required for its Wireless Facilities. Company shall
obtain a franchise from the City for the location of such fiber optic lines in the Public Way.
(c) Any Company Facility that does not have an approved Public Way Permit, does
not receive other required permits, or does not meet the specifications of this Agreement or the
City Wireless Code, shall be deemed unauthorized. City may cause Company to remove any
unauthorized facilities upon 30 days’ written notice at Company’s cost and expense, or following
the 30-day period may remove such facilities and will invoice Company for the cost of such
removal.
ARTICLE 3
FEES
3.1 Compensation.
(a) Company shall pay all fees and rates due City pursuant to the City Wireless Code
(the “Small Cell Fees”). If the Company is Collocating on a Utility Pole that is owned, managed,
or operated by, or on behalf of the City, Company shall pay the City an annual fee equal to $50
per Utility Pole, as may be amended in accordance with the State Code (“City Pole Rate”).
Further, consistent with the City Wireless Code and the State Code, the Company shall not be
charged any additional rate, fee or compensation for the right to use or occupy any Public Way
3
because Company is subject to the municipal telecommunications license tax under Title 10,
Chapter 1, Part 4, Municipal Telecommunications License Tax Act (the “MTLT”). If Company
is no longer subject to the MTLT, the Company shall compensate City for the right to use the
Public Way as provided by the State Code, subject to applicable federal law.
(b) Company shall also pay any reasonable fees or costs permitted by the City Wireless
Code, subject to the State Code and other applicable state and federal laws, and charged by City
or Structure owner and associated with any related construction or traffic control permits or similar
approvals, and any other ad valorem taxes, special assessments or other lawful obligations of the
Company to the City.
If City is required by law to collect any federal, state, or local tax, fee, or other
governmental imposition (each, a “Tax”) from Company with respect to the transactions
contemplated by this Agreement, then City shall bill such Tax to Company in the manner and for
the amount required by law, Company shall promptly pay such billed amount of Tax to City, and
City shall remit such Tax to the appropriate tax authorities as required by law; provided, however,
that City shall not bill to or otherwise attempt to collect from Company any Tax with respect to
which Company has provided City with an exemption certificate or other reasonable basis for
relieving City of its responsibility to collect such tax from Company. Company shall be responsible
for all Taxes that are assessed against or are otherwise the legal responsibility of Company with
respect to itself and its property.
3.2 Fee Payment. The City Pole Rate shall be paid upon the issuance of each Public
Way Permit and be paid in advance annually on or before the anniversary of each Public Way
Permit thereafter. There shall be no proration for any partial year. Any payment of the City Pole
Rate or other Small Cell Fee, if any, paid after the due date shall incur 12% annual interest,
compounded daily from the due date until payment is received on the amount due. If Company
holds over past the expiration of the applicable Public Way Permit and the applicable removal
period provided herein, each of the Small Cell Fees shall increase to 200% of the most recent
respective Small Cell Fees paid annually if any are being paid hereunder. Payment of a hold over
fee does not extend or renew this Agreement or any Public Way Permit.
ARTICLE 4
COMPANY USE OF PUBLIC WAY
4.1 Rights to Access and Use Public Way.
(a) The Company shall have the right to use a portion of a Public Way in the location
described in the approved Public Way Permit to locate and install Wireless Facilities on an
approved Structure, subject to the terms and conditions of this Agreement.
Notwithstanding anything herein to the contrary, the Company may maintain or
replace its Wireless Facility with like-kind equipment of substantially similar size that is in
compliance with the design standards set forth in the City Wireless Code without prior written
approval of the City; provided, Company shall obtain a Public Way Permit, as required by the City
Wireless Code, to authorize construction in the ROW, or a traffic control permit.
4
(b) The rights granted to the Company herein do not include the right to excavate in,
occupy or use any City park, recreational areas or other property owned by the City (or regulated
by the City, such as riparian areas of water source protection areas).
(c) Company shall install and maintain Wireless Facilities and Structures that it owns
in a good and workmanlike manner.
4.2 Company Duty to Relocate. Whenever the City shall require the relocation or
reinstallation of any of the Wireless Facilities situated within the Public Way, it shall be the
obligation of the Company and at Company’s sole cost and expense, to accommodate such
requirement within the reasonable time periods provided by the City and, at the latest, complete
the relocation of the respective Wireless Facilities within 180 days of receipt of notice to relocate
as may be reasonably necessary to meet the requirements of the City. The Company’s relocation
may be required by the City for any lawful purpose, including, without limitation, the resolution
of existing or anticipated conflicts or the accommodation of any conflicting uses or proposed uses
of the Public Way, whether such conflicts arise in connection with a City project or a project
undertaken by some other person or entity, public or private; provided, the City shall not relocate
the Wireless Facilities to accommodate another wireless carrier unless required by applicable state
of federal law. The City will cooperate with the Company to ensure no interference with
Company’s operations (including the location of a temporary facility) and provide alternate space
where available, within the Public Way. The new location shall be subject to obtaining an
approved Public Way Permit. Such relocation shall be accomplished by the Company at no cost
or expense to the City. In the event the relocation is ordered to accommodate the improvements
of an entity other than City or Company, the cost and expense of such relocation shall be borne by
such other entity.
4.3 Approval to Move Company Property; Emergency Exception. Except as provided
in Section 4.2, the City shall not, without the prior written approval of the Company, intentionally
alter, remove, relocate or otherwise interfere with any portion of the Wireless Facilities. Any
written approval request shall be promptly reviewed (within 60 days) and processed by the
Company and approval shall not be withheld, conditioned, or delayed so long as such request does
not materially adversely impact the Company’s network and does not impose additional costs upon
the Company. The Company may condition its approval upon its ability to install a temporary
facility and issuance of a replacement Public Way Permit to provide for an alternate space.
However, if it becomes necessary, in the reasonable judgment of City, to move any of the Wireless
Facilities because of a fire, flood, emergency, earthquake disaster or other imminent and material
threat thereof, these acts may be done by the City without prior written approval of the Company
at the Company’s sole cost and expense. In the event of an emergency, the City shall use good
faith efforts to contact Company’s Network Operations Center at (800) 621-2622 (“NOC”) prior
to taking any action involving Company’s equipment.
4.4 Compliance with Rules and Regulations and Applicable Laws. Wireless Facilities
located on, upon, over or under the Public Way shall be constructed, installed, maintained, cleared
of vegetation, renovated or replaced in accordance with such lawful rules and regulations as the
City may issue, subject to the State Code and other applicable state or federal laws. The Company
shall acquire, and pay any fees with respect to, such permits as may be required by such rules and
5
regulations, and the City may inspect the manner of such work and require remedies as may be
necessary to assure compliance. All Wireless Facilities installed or used pursuant to this
Agreement shall be used, constructed, repaired, replaced, and maintained in accordance with
applicable federal, state and City laws, rules, and regulations, including without limitation
environmental laws, now existing or from time to time adopted or promulgated.
4.5 Repair Damage. If during the course of work on Wireless Facilities, the Company
causes damage to or alters any portion of the Public Way, Structure, or any City facilities or other
public property or facilities, the Company shall (at its own cost and expense and in a manner
reasonably approved by City), replace and restore such portion of the Public Way, Structure, or
any City facilities or other public or private property or facilities, in accordance with applicable
City ordinances, policies and regulations relating to repair work of similar character. If Company
does not complete such work within a reasonable time frame set by City, the City may complete
such work and bill Company for the cost and expense, to be paid within 30 days’ following the
date of an invoice for such work.
4.6 Bond; Guarantee of Repairs. Company before being issued a Public Way Permit
hereunder, shall provide the City with an acceptable corporate surety bond in the amounts set
forth herein to guarantee faithful performance of the work authorized by any Public Way Permit
granted pursuant to this Agreement and compliance by Company with the terms and conditions
of the permit, applicable city ordinances, and the regulations, specifications and standards
promulgated by the City relative to work in the Public Way. The bond shall be valid fora period
of three years following the completion of any work by Company in the Public Way or any
repair work by Company performed pursuant to Section 4.5 above, the Company shall maintain,
repair, and keep in good condition those portions of the Public Way, Structures, property, or
facilities restored, repaired or replaced by Company, to the reasonable satisfaction of the City
Engineer, reasonable wear and tear excepted. The total, one-time bond amount shall be $15,000
to be held by the City Engineer, and provided that the City Engineer may reasonably revise the
amount of the bond as set forth in Salt Lake City Code section 14.32.070, as may be amended
from time to time.
4.7 Safety Standards. The Company’s work, while in progress, shall be properly
protected at all times with suitable barricades, flags, lights, flares, or other devices in accordance
with applicable safety regulations or standards imposed by law.
4.8 Inspection by the City. The Wireless Facilities shall be subject to inspection by the
City to assure compliance by the Company with the terms of this Agreement. Company shall pay
any actual and reasonable fees charged or costs or expenses incurred by City in connection with
such inspections; provided, such inspections shall be limited to one time per calendar year.
4.9 Company’s Duty to Remove Wireless Facilities from the Public Way.
(a) Subject to subsection (c) below, the Company shall remove from the Public Way
all or any part of the Wireless Facilities, when one or more of the following conditions occur:
(i) The Company ceases to operate such Wireless Facilities for a continuous
period of 12 months, except when the cessation of service is a direct result of a natural or man-made
6
disaster or other emergency;
(ii) The construction or installation of such Wireless Facilities does not meet
the requirements of this Agreement or the Public Way Permit and Company fails to cure such
failure to comply within the notice and cure periods set forth in Section 8.1(b) and the City elects
to terminate this Agreement or an Public Way Permit pursuant to Sections 8.2(a) or 8.2(d).
(b) Upon receipt by the Company of written notice from the City setting forth one or
more of the occurrences specified in subsection (a) above, the Company shall have 90 days from
the date upon which said notice is received to remove such Wireless Facilities, or, in t he case of
subsection (a)(i), to begin operating the Wireless Facilities.
(c) If Company fails to timely remove the Wireless Facilities as set forth in this Section,
City may remove such facilities and bill Company for the cost and expense, to be paid wi thin 30
days’ following the date of an invoice for such work.
ARTICLE 5
POLICE POWER
The City expressly reserves, and the Company expressly recognizes, the City’s right and
duty to adopt, from time to time, in addition to the provisions herein contained, such ordinances,
rules and regulations as the City may deem necessary in the exercise of its police power for the
protection of the health, safety and welfare of its residents and their properties. This Agreement is
subject to any such ordinances, rules, and regulations.
ARTICLE 6
TRANSFER OF RIGHTS
6.1 Terms of Transfer.
(a) Except as provided in subsection (c) and provided that there is not an uncured
default of any provision of this Agreement or Public Way Permit at the time of transfer, the
Company shall not sell, transfer, lease, assign, sublet, in whole or in part, either by forced or
involuntary sale, or by ordinary sale, contract, consolidation, or otherwise make available, the
Access Rights or any rights or privileges under this Agreement, (each, a “Transfer”), to a
Proposed Transferee, without the prior written consent of the City. A “Proposed Transferee”
means a proposed purchaser, transferee, lessee, assignee or person acquiring ownership or control
of the Company. A “Person” means any individual, sole proprietorship, partnership, association
or corporation, or any other form of organization, and includes any natural person.
(b) For the purpose of determining whether it shall grant its consent, the City may
inquire into the qualifications of the Proposed Transferee, and the Company shall assist the City
in the inquiry. City may condition or deny its consent based on any or a combination of the
following or similar criteria. The Proposed Transferee shall indicate by affidavit whether it or any
of its principals:
7
(i) has ever been convicted or held liable for acts involving deceit including
any violation of federal, State or local law or regulations, or is currently under an indictment,
investigation or complaint charging such acts;
(ii) has ever had a judgment entered against it in an action for fraud, deceit, or
misrepresentation by any court of competent jurisdiction;
(iii) has pending any material legal claim, lawsuit, or administrative proceeding
arising out of or involving a system similar to the Wireless Facilities, except that any such claims,
suits or proceedings relating to insurance claims, theft or service, or employment matters need not
be disclosed;
(iv) is financially solvent, by submitting financial data, including financial
statements, that have been audited by a certified public accountant, along with any other data that
the City may reasonably require; and
(v) has the financial and technical capability to enable it to maintain and operate
the Wireless Facilities for the remaining term of this Agreement and is in the business of operating
Facilities.
In addition, Company shall provide to the City information regarding any failure by the
Company to comply with any provision of this Agreement or of any applicable customer or
consumer service standards promulgated or in effect in the City’s jurisdiction at any point during
the term of this Agreement.
(c) Notwithstanding the foregoing, the City’s consent shall not be required in
connection with the following circumstances, provided that Company is not released from the
obligations under this Agreement and such transferee assumes this Agreement, including
subsection (d) below:
(i) The Transfer from Company to an entity in which Company holds a
controlling interest or to an entity which holds a controlling interest in the Company or
and entity under common control with the Company, or an entity that is a successor by
merger or other consolidation of the Company;
(ii) any entity acquires all or substantially all of the Company’s assets in the
market defined by the FCC in which the City is located;
(iii) Any Transfer in trust, a mortgage, or other instrument of hypothecation of
the assets of the Company, in whole or in part, to secure an indebtedness, provided that
such pledge of the assets of the Company shall not impair or mitigate the Company’s
responsibility and capability to meet all its obligations under this Agreement; or
(iii) Interconnection, license, or use agreements pursuant to which the Wireless
Facilities may be used by another entity providing telecommunication services within the
City, provided that any such interconnection, license, or use agreement is subordinate to
this Agreement.
8
(d) Transfer by the Company shall not constitute a waiver or release of any rights of
the City in or to its Public Way and any Transfer shall be expressly subject to the terms and
conditions of this Agreement and not create any conflict with any applicable laws, rules, or
regulations.
(e) A Transfer of this Agreement will only be effective upon the Proposed Transferee
becoming bound to this Agreement by executing an unconditional acceptance of this Agreement
or other assignment, agreement or other document reasonably provided by the Company and
delivered to the City.
(e) As contemplated by subsection (c)(iii) above, the parties agree and acknowledge
that, notwithstanding anything in this Agreement to the contrary, certain Wireless Facilities
collocated on Company’s Structures in the Public Way pursuant to this Agreement may be owned
and/or operated by Company’s third-party wireless carrier customers (“Carriers”) and installed
and maintained by Company pursuant to license agreements between Company and such Carriers.
Such license agreements shall be subordinate to this Agreement. Such Wireless Facilities shall be
treated as the Company’s for all purposes under this Agreement provided that (i) Company remains
responsible and liable for all performance obligations under the Agreement with respect to such
Wireless Facilities; (ii) City’s sole point of contact regarding such Wireless Facilities as it relates
solely to this Agreement shall be Company; and (iii) Company shall have the right to remove and
relocate such Wireless Facilities pursuant to the terms of this Agreement.
ARTICLE 7
COMPANY INDEMNIFICATION; INSURANCE
7.1 No City Liability. The City shall in no way be liable or responsible for any loss or
damage to property, or any injury to or death of any person that may occur in the construction,
operation, or maintenance by the Company of the Wireless Facilities. City will be liable only for
its own conduct, subject to and without waiving any defenses, including limitation of damages,
provided for in the Utah Governmental Immunity Act (Utah Code Ann. 63G-7-101, et. seq.) or
successor provision. Company agrees that the Rights-of-Way are delivered in an “AS IS, WHERE
IS” condition and City makes no representation or warranty regarding their condition, and
disclaims all express and implied warranties, including the implied warranties of habitability and
fitness for a particular purpose.
7.2 Indemnification.
(a) Company shall indemnify, save harmless, and defend City, its officers and
employees, from and against all losses, claims, counterclaims, demands, actions, damages, costs,
charges, and causes of action of every kind or character, including attorneys’ fees, arising out of
Company’s intentional, reckless, or negligent performance hereunder or under the Ordinance.
Company’s duty to defend City shall exist regardless of whether City or Company may ultimately
be found to be liable for anyone’s negligence or other conduct. If City’s tender of defense, based
upon this indemnity provision, is rejected by Company, and Company is later found by a court of
competent jurisdiction to have been required to indemnify City, then in addition to any other
9
remedies City may have, Company shall pay City’s reasonable costs, expenses, and attorneys’ fees
incurred in proving such indemnification, defending itself, or enforcing this provision. Nothing
herein shall be construed to require Company to indemnify the City against the City’s own
negligence or willful misconduct. The provisions of this Section 7.2 shall survive the termination
or expiration of this Agreement.
(b) City assumes no responsibility for any damage or loss that may occur to Company’s
property, except for negligent, willful or intentional damage to the property of Company caused
by City. City has no responsibility for any maintenance of Company’s equipment, or for
Company’s employees. Nothing in this Agreement shall be construed to create a partnership, joint
venture, or employment relationship
7.3 Insurance.
(a) The Company, at its own cost and expense, shall secure and maintain, and shall
ensure that any subcontractor to the Company shall secure and maintain, during the term of this
Agreement the following policies of insurance:
(i) Commercial General Liability Insurance. Commercial general liability
insurance with the Salt Lake City Corporation included as an additional insured as their
interests may appear under this Agreement on a primary and non-contributory basis in
comparison to all other insurance including City’s own policy or policies of insurance, in
the amount of $2,000,000 per occurrence with a $3,000,000 general aggregate and
$3,000,000 products completed operations aggregate. The policy shall protect the City and
the Company from claims for damages for personal injury, including accidental death, and
from claims for property damage that may arise from the Company’s operations under this
Agreement. Such insurance shall provide coverage for premises operations, products and
completed operations. The Company may utilize its umbrella policy to meet the required
limits.
(ii) Commercial Automobile Liability Insurance. Commercial automobile
liability insurance to include City as an additional insured as their interests may appear
under this Agreement and providing coverage for owned, hired, and non-owned
automobiles used in connection with this Agreement, with a combined single limit of
$2,000,000 per occurrence. The Company may utilize its umbrella policy to meet the
required limits. If the policy only covers certain vehicles or types of vehicles, such as
scheduled autos or only hired and non-owned autos, Company shall only use those vehicles
that are covered by its policy in connection with any work performed under this Agreement.
(iii) Workers’ Compensation and Employer’s Liability. Worker’s compensation
with statutory limits pursuant to Utah law and employer’s liability insurance with
$1,000,000 per accident/per employee disease/per policy disease. In the event any work is
subcontracted, the Company shall require its subcontractor(s) similarly to provide worker’s
compensation insurance for all of the latter’s employees, unless a waiver of coverage is
allowed and acquired pursuant to Utah law.
10
(b) General Insurance Requirements.
(i) Any insurance coverage required herein that is written on a “claims made”
form rather than on an “occurrence” form shall (A) provide full prior acts coverage or have
a retroactive date effective before the date of this Agreement, and (B) be maintained for a
period of at least three (3) years following the end of the term of this Agreement or contain
a comparable “extended discovery” clause. Evidence of current extended discovery
coverage and the purchase options available upon policy termination shall be provided to
the City.
(ii) All policies of insurance shall be issued by insurance companies authorized
to do business in the state of Utah and either (A) Currently rated A- or better by A.M.
Best Company, or (B) Listed in the United States Treasury Department’s current Listing of
Approved Sureties (Department Circular 570), as amended.
(iii) The Company shall furnish certificates of insurance, verifying the foregoing
matters concurrent with the execution hereof and thereafter upon renewal.
(iv) If any-work is subcontracted, the Company shall require its subcontractor,
at no cost to the City, to secure and maintain all insurance coverages required of the
Company hereunder.
(v) Company shall use commercially reasonable efforts to provide City with
written notice of any notice of cancellation of a policy at least 30 days prior to such
cancellation, and a certificate of insurance as evidence of a successor policy complying
with the requirements of this Agreement.
7.4 Damages Waiver. Notwithstanding any provision in this Agreement to the
contrary, in no event shall any party be liable to any other party for indirect, special, punitive, or
consequential damages, including, without limitation, lost profits.
ARTICLE 8
ENFORCEMENT; TERMINATION
8.1 Company Defaults. The Company shall be in default of this Agreement in the event
of any of the following:
(a) The Company fails to make timely payments of the Small Cell Fees, or any other
fee due to the City under the terms of this Agreement, and does not correct such failure within 30
days after its receipt of written notice of such failure.
(b) The Company, by act or omission, defaults under any provision of this Agreement
and such default is not cured within 30 days following written notice by City to Company, or such
longer cure period as permitted by the City if the Company (i) commences corrective action during
30 days following notice of the failure, and (ii) is diligently pursuing such corrective action to
completion.
(c) The Company becomes insolvent, unable or unwilling to pay its debts, is adjudged
11
bankrupt, or all or part of its Facilities are sold under an instrument to secure a debt and is not
redeemed by the Company within 60 days.
(d) A representative of the Company acting as an authorized representative of the
Company knowingly engages in conduct or makes a material misrepresentation with or to the City,
that is fraudulent or in violation of a felony criminal statute of the State of Utah.
(e) Company abandons use of all Wireless Facilities for 12 consecutive months, except
as otherwise provided in Section 4.9.
8.2 City Remedies. In the event of an uncured Company default, City shall maintain
all it rights and remedies, at law and in equity, including the ability to charge fines, recover fees
and costs, and remove the Wireless Facilities that are the subject of such default. Without
limitation, City may do one or all of the following:
(a) Fine Company $100 per day per non-monetary default until the non-monetary
default is cured.
(b) Terminate or suspend any Public Way Permit or other permits held by Company
that are the subject of such default.
(c) Withhold issuing any new permits to the violating party.
(d) If the violation is not cured within 180 days, or such longer cure period as may be
permitted by City, City may remove and impound the Wireless Facilities that are the subject of
such default until the violation has been cured.
(e) The City may terminate or revoke this Agreement and all rights and privileges
hereunder, if there are two or more defaults in any twelve month period that affect all Wireless
Facilities hereunder, or the City may terminate the specific Wireless Facility(ies) licensed
hereunder in the event of a default pertaining to said Wireless Facility, if the default demonstrates
a material disregard of the City’s primary use of the Public Way at the respective site(s), including
threatening the health and safety of citizens.
8.3 City Defaults. In the event there is a material breach by City with respect to any of
the provisions of this Agreement or its obligations under it, Company shall give City written notice
of such breach. After receipt of such written notice, City shall have 30 days in which to cure any
breach, provided City shall have such extended period as may be required beyond the 30 days if
City commences the cure within the 30 day period and thereafter continuously and diligently
pursues the cure to completion. Company may not maintain any action or effect any remedies for
default against City unless and until City has failed to cure the breach within the time periods
provided in this Section. In the event of an uncured default by City, Company shall maintain all
its rights and remedies provided at law, however, no remedy that would have the effect of
amending the provisions of this Agreement shall become effective without a formal amendment
of this Agreement.
8.4 Company Termination.
12
(a) Agreement Termination. Company may terminate this Agreement or any Public
Way Permit, in its sole discretion, by giving at least 30 days’ written notice. Company shall not
be subject to any penalty or fee for terminating this Agreement prior to the end of the term of the
Agreement. Responsibility for Small Cell Fees shall cease upon removal of Company’s Wireless
Facility(ies), subject to Section 4.9 above and following payment of the Small Cell Fees for the
year during which the Company’s Facilities are removed.
(b) Termination of Use. Without terminating the Agreement, by giving at least 30 days’
prior written notice, Company may terminate paying the Small Cell Fees for Wireless Facilities
and/or Structures from which the Company has discontinued use and removed. City shall not
provide partial reimbursement for termination of use during any partial year.
ARTICLE 9
NOTICES
9.1 City Designee and Address. Unless otherwise specified herein, all notices from the
Company to the City pursuant to or concerning this Agreement shall be delivered to the City at
Housing and Neighborhood Development Division, Real Estate Services Manager, 451 South
State Street, Room 425, P.O. Box 145460, Salt Lake City, Utah, 84114-5460, with a copy to the
City Attorney, at 451 South State Street, Room 505A, P.O. Box 145478 Salt Lake City, Utah
84114-5478, and (b) such other offices as the City may designate by written notice to the Company.
9.2 Company Designee and Address. During the term of this Agreement, the Company
shall maintain a registered agent on file with the Utah Division of Corporations for services of
notices by mail, and an office and telephone number for the conduct of matters relating to this
Agreement during normal business hours. Unless otherwise specified herein, all notices from the
City to the Company pursuant to or concerning this Agreement or the Access Rights shall be
delivered to:
Company: SQF, LLC
ATTN: Alda Licis
16 Middle Street, 4th Floor
Portland, ME 04101
With Invoices to be sent to:
SQF, LLC
ATTN: Accounts Payable
16 Middle Street, 4th Floor
Portland, ME 04101
Emergency Contact: 207-358-7467
ARTICLE 10
MISCELLANEOUS
10.1 Severability. If any section, sentence, paragraph, term or provision of this
Agreement or the Ordinance is for any reason determined to be or rendered illegal, invalid, or
13
superseded by other lawful authority including any state or federal, legislative, regulatory or
administrative authority having jurisdiction thereof, or determined to be unconstitutional, illegal
or invalid by any court of competent jurisdiction, such portion shall be deemed a separate, distinct,
and independent provision and such determination shall have no effect on the validity of any other
section, sentence, paragraph, term or provision hereof or thereof, all of which will remain in full
force and effect for the term of this Agreement and the Ordinance or any renewal or renewals
thereof.
10.2 No Waiver or Estoppel. Neither the City nor the Company shall be excused from
complying with any of the terms and conditions of this Agreement by any failure of the other, or
any of its officers, employees, or agents, upon any one or more occasions to insist upon or to seek
compliance with any of such terms and conditions.
10.3 Amendment Approval Required. Except as otherwise provided above, no
amendment or amendments to this Agreement shall be effective until mutually agreed upon by the
City and the Company and an ordinance or resolution approving such amendments is approved by
the City Council, if appropriate.
10.4 Utah Governmental Records Management Act. Whenever the Company is required
to deliver to the City, or make available to the City for inspection, any records of the Company,
and such records are delivered to or made available to the City with a written claim of business
confidentiality which meets, in the judgment of the City, the requirements of the Utah
Governmental Records Management Act (“GRAMA”), such records shall be classified by the City
as “protected” within the meaning of GRAMA, and shall not be disclosed by the City except as
may otherwise be required by GRAMA, by court order, or by applicable City ordinance or policy.
Company specifically waives any claims against City related to disclosure of any materials as
required by GRAMA.
10.5 Timeliness of Approvals. Whenever either party is required by the terms of this
Agreement to request the approval or consent of the other party, such request shall be acted upon
at the earliest reasonable convenience of the party receiving the request, and the approval or
consent so requested shall not be unreasonably denied, delayed, conditioned or withheld, and shall
comply with applicable law. Time is of the essence under this Agreement. Notwithstanding the
foregoing, the City shall comply with all timelines set forth in the City Wireless Code, the State
Code and all applicable state and federal laws, rules, regulations and orders. By executing this
Agreement, Company does not waive any right to enforce its rights and remedies under federal
law.
10.6 Representation Regarding Ethical Standards for City Officers and Employees and
Former City Officers and Employees. The Company represents that it has not (1) provided an
illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her
relative or business entity; (2) retained any person to solicit or secure this contract upon an
agreement or understanding for a commission, percentage, or brokerage or contingent fee, other
than bona fide employees or bona fide commercial selling agencies for the purpose of securing
business; (3) knowingly breached any of the ethical standards set forth in the City’s conflict of
interest ordinance, Chapter 2.44, Salt Lake City Code; or (4) knowingly influenced, and hereby
14
promises that it will not knowingly influence, a City officer or employee or former City officer or
employee to breach any of the ethical standards set forth in the City’s conflict of interest ordinance,
Chapter 2.44, Salt Lake City Code.
10.7 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Utah. Venue shall reside in Salt Lake City, Utah. In the
event of any conflict between this Agreement, including the exhibits, and the City Wireless Code
or Ordinance as it exists on the effective date of this Agreement, this Agreement shall prevail,
except as federal or state law may preempt or act to modify the City Wireless Code or Ordinance
at present or in the future.
10.8 Entire Agreement. This Agreement contains all of the agreements of the parties
with respect to any matter addressed in this Agreement, excluding any permits issued in connection
with this Agreement, and supersedes all prior discussions, agreements or understandings pertaining
to any such matters for all purposes.
10.9 Authority. Each individual executing this Agreement on behalf of the City and
Company represents and warrants that such individual is duly authorized to execute and deliver
this Agreement on behalf of the City or Company (as applicable).
[Signatures on next page.]
15
WITNESS WHEREOF, this Agreement is executed in duplicate originals as of the day and
year first above written.
SALT LAKE CITY CORPORATION, a
Utah municipal corporation
Erin Mendenhall, Mayor
Date:
Attest and Countersign:
City Recorder
Date of Recordation:
Approved ass To Form:
Kimberly K. Chytraus, Senior City Attorney
SQF, LLC
By
Name: Joshua Broder
Title: CEO
Date:
Ordinance 17 of 2021 (SQF, LLC Master
License Agreement) adopted 05-18-21
Final Audit Report 2021-07-19
Created:2021-06-14
By:Kory Solorio (kory.solorio@slcgov.com)
Status:Signed
Transaction ID:CBJCHBCAABAAyoLd6s0hd8C2-RjKTBPRepYKkO8L2o8k
"Ordinance 17 of 2021 (SQF, LLC Master License Agreement) a
dopted 05-18-21" History
Document created by Kory Solorio (kory.solorio@slcgov.com)
2021-06-14 - 7:13:31 PM GMT- IP address: 204.124.13.151
Document emailed to Amy Fowler (amy.fowler@slcgov.com) for signature
2021-06-14 - 7:16:11 PM GMT
Email viewed by Amy Fowler (amy.fowler@slcgov.com)
2021-07-01 - 5:46:34 PM GMT- IP address: 166.89.66.190
Document e-signed by Amy Fowler (amy.fowler@slcgov.com)
Signature Date: 2021-07-01 - 5:46:42 PM GMT - Time Source: server- IP address: 166.89.66.190
Document emailed to Erin Mendenhall (erin.mendenhall@slcgov.com) for signature
2021-07-01 - 5:46:44 PM GMT
Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com)
2021-07-06 - 6:43:36 PM GMT- IP address: 204.124.13.151
Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com)
2021-07-16 - 6:15:36 PM GMT- IP address: 204.124.13.151
Document e-signed by Erin Mendenhall (erin.mendenhall@slcgov.com)
Signature Date: 2021-07-16 - 8:28:42 PM GMT - Time Source: server- IP address: 204.124.13.151
Document emailed to Cindy Trishman (cindy.trishman@slcgov.com) for signature
2021-07-16 - 8:28:44 PM GMT
Document e-signed by Cindy Trishman (cindy.trishman@slcgov.com)
Signature Date: 2021-07-19 - 3:20:37 PM GMT - Time Source: server- IP address: 204.124.13.151
Agreement completed.
2021-07-19 - 3:20:37 PM GMT