HomeMy WebLinkAboutR-2020-069 Mayor Execute Tolling Agreements and Granting Further Authority RESOLUTION NO. R-2020-069
A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE TOLLING AGREEMENTS AND
GRANTING FURTHER AUTHORITY.
WHEREAS, the City of Riverside (the "City") has initiated audits to determine the existence or
extent of possible underpayment of the gross receipts license tax in Chapter 630 of the Municipal
Code of the City of Riverside, Missouri by persons or entities subject to such tax operating in the
City ("Audits"); and
WHEREAS, the City and Cellco Partnership d/b/a Verizon Wireless ("Verizon"), along with
Verizon's affiliates, desire to enter into a tolling agreement, as more fully described in Exhibit 1
attached hereto ("Verizon Tolling Agreement"), and the Board finds it in the best interest of the
City to enter into such tolling agreement; and
WHEREAS, while conducting Audits, the City may require additional tolling agreements with other
persons or entities subject to the City's gross receipts license tax and the Board finds it in the
best interest of the City to enter into such tolling agreements substantially the same as Exhibit 1;
and
WHEREAS, while conducting the Audits, the City may be required, as authorized by law, to
compel by subpoena the production of books, papers, and other evidence for the purpose of
investigating the existence or extent of possible underpayment of the gross receipts license tax.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF
RIVERSIDE, MISSOURI, AS FOLLOWS:
THAT the Board of Aldermen hereby authorizes the Mayor to execute on behalf of the City
the Verizon Tolling Agreement, substantially in the form attached hereto as "Exhibit 1," and the
Board hereby further authorizes the Mayor to execute on behalf of the City tolling agreements
substantially in the form of Exhibit 1 with other persons or entities subject to the City's gross
receipts license tax as required during the Audits.
FURTHER THAT Pursuant to Chapter 630 of the Municipal Code of the City of Riverside,
Missouri, among other authorities, the Board hereby authorizes the Mayor and the City Clerk as
City License Officer as necessary during the Audits to issue and compel by subpoena the
production of such person's or entity's books, papers, and other evidence for the purpose of
investigating the existence or extent of possible underpayment of the gross receipts license tax.
FURTHER THAT the Board hereby authorizes the Mayor and Special Legal Counsel to
take all such further action as may be necessary to carry out the intent of this Resolution and the
Audits.
FURTHER THAT the recitals contained above are incorporated in this Resolution as if
fully set forth herein.
FURTHER THAT this Resolution is adopted and shall be in full force and effect on and
after its passage and approval.
PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri, the
7 iay of ��'` , 2020.
Kat en L. Rose, May r
ATTEST:
Robin Kincaid, Citr C:erk
EXHIBIT 1
TOLLCG AGREE-NEN-1
THIS TOLLLtiG AGREEN ENT (-:agreement i is made by and between the C iry of
P.iyerside. \13ssoun �(the Citv'� and Cellco Partnership db a Venzon Wireless ("Cellco"). on
behalf of itself and its Affiliates.as defined below.and as successor by merger.effective December
31. 2019. to Venzon Wireless (Z'A%1) LLC (collecnvely. --Verizon" and together with the Cnn-.
the--Parttes'�.
Recitals
WHEREAS.the Cite has a license tax on '-[elvery telephone company and even-
corporation. company. association_ joint stock company or associanon, partnership and person
oum e. opera=. manazome. leasing or controllm-0 a telephone plant or system for the
manufacture. dnstnbution- sale or fumnshnng of. . telephone sen-ice- shall . pad•to the Citi•as
a license fee a sum equal to fine percent(5".)of the licensees gross receipts as set forth in
Section 630.010 of the Municipal Code of the City of Puversnde.Missouri C-License Ta-x•-}:
%11ERE4,S.the Cm believes there is a possible underpaNzment of the License Tax by
Verizon that the City believes would give rise to certain enforcement actions or claims against
Verizon:
RI3EREAS.the Partes wish to postpone or avoid the inconvenience. expense, and
distraction of possible litigation by the Ctn•against Verizonn, while hilly preserving any rights of
the Cnnv as to the Tolled Claims that may exist prior to the TollnnQ Period Gall as defined below in
this Agreement)to commence legal action aeamst Venzon. which.but for this Agreement. might
otherwise be time-barred or limited in any way by ani-applicable statute of limitations.laches.and
other possible tip-bars and defenses based in whole or in part on the time which may elapse
during the Tolling Period established herein(all of which rime-bars and defenses. including. the
statute of limitations and laches. are referred to as-Time Defenses':
NAMEREAS.neither Venzon nor the City. by entenne into this Agreement. make an-,-
statement
nystatement as to the ment or extent of ment of anti•claims.damages or defenses(including the Tame
Defenses)and the Cnnv and Venzon agree that both have the power and authonn•to enter into this
Agreement and no other parties are necessary to loin herein in order to toll the statute of limitations
and other Time Defenses and make this agreement enforceable.
11-HEREAS. Cellco is entering into this agreement on its oti%m behalf and on behalf of
certain of its commonly controlled affiliated entities.narmel-.Alltel Corporation(on its own behalf
and as successor by merges to Alltel Communications.LLC).Missouri 3 RSA Limited Partnership.
and St Joseph CellTelCo(collectively. the "Affiliates ):aml.
NOW THEREFORE,in consideration of the mutual commitments herein and other good
and v aluable mutual consideration.the receipt and sufficiency of which are hereby acknowledged-
the
cknowledgedthe Partes agree as follows
Terms and Conditions
Page 1 of 3
I With respect to anv and all claims. causes of action or remedies of the City. knotiin or
unlnov%m- relating to. arising out of or in connection with the Cit`•'s Lcense Tax. including but
not limited to claims for delinquent taxes. interest. penalties, and attorney fees, declarator•
judgment and injunctive relief accounting. violation of statute. or any other claims, offsets. or
causes of action whatsoever(collectively. the --Tolled Claims'-). the Parties hereby stipulate that
any applicable statute of limitations or other Time Defenses applicable to the Tolled Claims shall
be deemed tolled from the period of March ;1. 2020 until the earlier of: (a)the termination of this
Agreement by either the Cit~• or Venzon in accordance with the terms and conditions of this
Agreement:.or(b)May 31.2021.unless extended in u•ntnng by the Parties.hereinafter such period
to be known as the--Tolling Period For purposes of clanty.the tolling of the statute of limitations
and other Tune Defenses during the Tolling Period shall surae the Tolling Period and anv
termination hereof such that anv Tolled Claus ccluch would have been barred or limited in any
wav by as a result of anv statute of limitations or other Time Defense may be brought by the Citv
%vithout regard to any expiration of time that occurs during the Tolling Period and %*enzon may
in
not hereafter assert m an-v action bem-een the Parties or otherwise the expiration of the statute of
limitation or other Time Defense occurring during or as to the passage of time within the Tolling
Period as a defense to anv such Tolled Claim brought by the City
The City or Verizon mal• terminate the Tolling Period by giving the other Pam them-
(;0)days prior n ritten notice by e-mail and physical dehver- such as overnight dehver• of the
termination of the Tolling Period Any applicable statute of limntatrons or other Tame Defenses
which appy to the Tolled Claims shallbegin to nun again from the effective date of termnnnanon of
the Tolling Period Prior to expiration or termination of this Agreement. :vhnch shall occur upon
expiration or termination of the Tolling Period. the Cm and Venzon agree not to file anv cause of
action against the other relating to the Tolled Claims
3 Nothing in this Agreement shall be construed as an admission of any fault. liability or
wrongdoing by or relating to any person and nothing herein shall be deemed to limit any obligation
or liability of either Partv. or any defense other than Time Defense tolled during this agreement.
including during the Tollme Period.that may exist
s This Agreement may be signed in counterparts. each of :clinch shall be deemed an
onginal, and all such counterparts constitutYng one Agreement. The exchange of copies of this
Agreement and of signature pages electromcalh• or by physical deliver~• of hard copy shall
constitute effective execution and deliver-of this agreement
j Any and all notices under this Agreement shall be in u.Trting. and shall be addressed and
provided to the Parties by email and physical deliver•to the follo:.-nng
To the Crim Daniel G Fogel
Margaret C Eveker
Cunningham Fogel& Rost. P.C.
.3? S Kul,-Ncood Rd.. Suite 300
St Louis.MO 63122
dan t1 mumcrpalfirm.com
m.aggne a mumrcnpalfirm.com
Special Legal Counsel
Page 2 of 3
City of Riverside, fissoun
To Verizon Venzon
One Venzon Way,VC54
Attention, Managinz Associate General Counsel-Tax
Bask-me Pidze,NJ 079"0
Doug Reeves it venzon com
Leigh Schachter a venzon.com
6. The nehts and obligations of the Parties created by this Agreement shall be governed by
and construed in accordance with the laws of the State of Missouri.without regard to conflicts of
late
This Agreement may not be amended modified.or supplemented except in writing duh-
executed and delivered by both Parties to this Agreement
S This Agreement constitutes the full and complete agreement of the parties concerning
the subtect matter of the Agreement. and there are no covenants. conditions. or terms other than
those expressIN-set forth in this Agreement
9. This Agreement shall be effective on the date of the last signature below
IN WITNESS UI EREOF. the Parties have hereunto set their hands and seals as of the
date below written
CELLCO PARTNERSM
d/b/a Verizon NVireless
Mario Manmello *"*�""""
By o.. A
Name %fano Mamuello
Title Vice President -Taxes
Date 11av 20_ 2020
CR OF -ERSIDE
By
lame -�� � �N �• �� �
Title U 0�--
Date ` 7
Page 3 of 3
TOLLING AGREEMENT
THIS TOLLING AGREEMENT ("Agreement") is made by and between the City of
Riverside, Missouri (the "City") and T -Mobile Central, LLC ("T -Mobile Central"), on behalf of
itself and T -Mobile Central's affiliates (collectively "T -Mobile," and together with the City, the
"Parties").
Recitals
WHEREAS, the City has a license tax which requires that "[e]very . . . telephone
company and every corporation, company, association, joint stock company or association,
partnership and person . . . owning, operating, managing, leasing or controlling a. . . telephone
plant or system for the manufacture, distribution, sale or furnishing of . . . telephone service,
shall . . . pay to the City as a license fee a sum equal to five percent (5%) of the licensee's gross
receipts . . ." as set forth in Section 630.010 of the Municipal Code of the City of Riverside,
Missouri ("License Tax");
WHEREAS, the City believes there is a possible underpayment of the License Tax by T -
Mobile that the City believes would give rise to certain enforcement actions or claims against T -
Mobile;
WHEREAS, the Parties wish to postpone or avoid the inconvenience, expense, and
distraction of possible litigation by the City against T -Mobile, while fully preserving any rights
of the City as to the Tolled Claims that may exist prior to the Tolling Period (all as defined
below in this Agreement) to commence legal action against T -Mobile, which, but for this
Agreement, might otherwise be time-barred or limited in any way by any applicable statute of
limitations, laches, and other possible time -bars and defenses based in whole or in part on the
time which may elapse during the Tolling Period established herein (all of which time -bars and
defenses, including, the statute of limitations and laches, are referred to as "Time Defenses");
WHEREAS, neither T -Mobile nor the City, by entering into this Agreement, make any
statement as to the merit or extent of merit of any claims, damages or defenses (including the
Time Defenses) and the City and T -Mobile agree that both have the power and authority to enter
into this Agreement and no other parties are necessary to join herein in order to toll the statute of
limitations and other Time Defenses and make this Agreement enforceable; and,
NOW, THEREFORE, in consideration of the mutual commitments herein and other
good and valuable mutual consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
Terms and Conditions
1. With respect to any and all claims, causes of action or remedies of the City, known or
unknown, relating to, arising out of, or in connection with the City's License Tax, including but
not limited to claims for delinquent taxes, interest, penalties, and attorney fees, declaratory
judgment and injunctive relief, accounting, violation of statute, or any other claims, offsets, or
causes of action whatsoever (collectively, the "Tolled Claims"), the Parties hereby stipulate that
Page 1 of 3
any applicable statute of limitations or other Time Defenses applicable to the Tolled Claims shall
be deemed tolled from the period of March 31, 2020 until the earlier of: (a) the termination of
this Agreement by either the City or T -Mobile in accordance with the terms and conditions of
this Agreement; or (b) May 31, 2021, unless extended in writing by the Parties, hereinafter such
period to be known as the "Tolling Period." For purposes of clarity, a Tolled Claim shall survive
the running of any statute of limitations and other Time Defenses during the Tolling Period, such
that any Tolled Claim which would have been barred or limited in any way by or as a result of
any statute of limitations or other Time Defense may be brought by the City without regard to
any expiration of time that occurs during the Tolling Period and T -Mobile may not hereinafter
assert in any action between the Parties or otherwise the expiration of the statute of limitation or
other Time Defense occurring during or as to the passage of time within the Tolling Period as a
defense to any such Tolled Claim brought by the City. For further purposes of clarity, nothing in
this Tolling Agreement is meant to revive any claim that was barred or limited in any way by any
statute of limitations expiring or other Time Defense being capable of being asserted prior to the
commencement of the Tolling Period.
2. The City or T -Mobile may terminate the Tolling Period by giving the other Party thirty
(30) days prior written notice by e-mail and physical delivery such as ovemight delivery of the
termination of the Tolling Period. Any applicable statute of limitations or other Time Defenses
which apply to the Tolled Claims shall begin to run again from the effective date of termination
of the Tolling Period. Prior to expiration or termination of this Agreement, which shall occur
upon expiration or termination of the Tolling Period, the City and T -Mobile agree not to file any
cause of action against the other relating to the Tolled Claims.
3. Nothing in this Agreement shall be construed as an admission of any fault, liability or
wrongdoing by or relating to any person and nothing herein shall be deemed to limit any
obligation or liability of either Party, or any defense other than Time Defense tolled during this
Agreement, including during the Tolling Period, that may exist.
4. This Agreement may be signed in counterparts, each of which shall be deemed an
original, and all such counterparts constituting one Agreement. The exchange of copies of this
Agreement and of signature pages electronically or by physical delivery of hard copy shall
constitute effective execution and delivery of this Agreement.
5. Any and all notices under this Agreement shall be in writing, and shall be addressed
and provided to the Parties by email and physical delivery to the following:
To the City:
Daniel G. Vogel
Margaret C. Eveker
Cunningham Vogel & Rost, P.C.
333. S. Kirkwood Rd., Suite 300
St. Louis, MO 63122
dan@municipalfirm.com
maggie@municipalfirm.com
Special Legal Counsel
City of Riverside, Missouri
Page 2 of 3
To T- Marie Harris
Mobilo: Senior Manager, Tax Audit
T -Mobile
12920 SE 38th St.
Bellevue, WA 98006
marie.harris@t-mobile.com
6. The rights and obligations of the Parties created by this Agreement shall be governed
by and construed in accordance with the laws of the State of Missouri, without regard to conflicts
of law.
7. This Agreement may not be amended, modified, or supplemented, except in writing
duly executed and delivered by both Parties to this Agreement.
8. This Agreement constitutes the full and complete agreement of the parties concerning
the subject matter of the Agreement, and there are no covenants, conditions, or terms other than
those expressly set forth in this Agreement.
9. This Agreement shall be effective on the date of the last signature below.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals as of the
date below written.
T -MOBILE CENT
L, LLC
y:
Mie el H. Weiss, Sr. Corp. Counsel
T -Mobile USA, Inc.
Date: September 11, 2020
CITY OF RIVERSIDE
By:
Name: 4TH-1_5E1i Ra., --e„,
4- Z°
Date: .
Page 3 of 3
TOLLING AGREEMENT
THIS TOLLING AGREEMENT ("Agreement") is made by and between the City of
Riverside, Missouri (the "City") and Sprint Spectrum LP ("Sprint Spectrum"), on behalf of itself
and Sprint Spectrum's affiliates (collectively, "Sprint," and together with the City, the "Parties").
Recitals
WHE AS, the City has a license tax on "[ejvery . . . telephone company and every
corporation, company, association, joint stock company or association, partnership and person . .
owning, operating, managing, leasing or controlling a . . . telephone plant or system for the
manufacture, distribution, sale or furnishing of . . . telephone service, shall . . . pay to the City as
a license fee a sum equal to five percent (5%) of the licensee's gross receipts . . ." as set forth in
Section 630.010 of the Municipal Code of the City of Riverside, Missouri ("License Tax");
WHEREAS, the City believes there is a possible underpayment of the License Tax by
Sprint that the City believes would give rise to certain enforcement actions or claims against Sprint;
WHEREAS, the Parties wish to postpone or avoid the inconvenience, expense, and
distraction of possible litigation by the City against Sprint, while fully preserving any rights of the
City as to the Tolled Claims that may exist prior to the Tolling Period (all as defined below in this
Agreement) to commence legal action against Sprint, which, but for this Agreement, might
otherwise be time-barred or limited in any way by any applicable statute of limitations, laches, and
other possible time -bars and defenses based in whole or in part on the time which may elapse
during the Tolling Period established herein (all of which time -bars and defenses, including, the
statute of limitations and laches, are referred to as "Time Defenses");
WHEREAS, neither Sprint nor the City, by entering into this Agreement, make any
statement as to the merit or extent of merit of any claims, damages or defenses (including the Time
Defenses) and the City and Sprint agree that both have the power and authority to enter into this
Agreement and no other parties are necessary to join herein in order to toll the statute oflimitations
and other Time Defenses and make this Agreement enforceable; and,
NOW, THEREFORE, in consideration of the mutual commitments herein and other good
and valuable mutual consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
Terms and Conditions
1. With respect to any and all claims, causes of action or remedies of the City, known or
unknown, relating to, arising out of, or in connection with the City's License Tax, including but
not limited to claims for delinquent taxes, interest, penalties, and attorney fees, declaratory
judgment and injunctive relief, accounting, violation of statute, or any other claims, offsets, or
causes of action whatsoever (collectively, the "Tolled Claims"), the Parties hereby stipulate that
any applicable statute of limitations or other Time Defenses applicable to the Tolled Claims shall
be deemed tolled from the period of March 31, 2020 until the earlier of: (a) the termination of this
Agreement by either the City or Sprint in accordance with the terms and conditions of this
Agreement; or (b) May 31, 2021, unless extended in writing by the Parties, hereinafter such period
Page 1 of 3
to be known as the "Tolling Period." For purposes of clarity, a Tolled Claim shall survive the
running of any statute of limitations and other Time Defenses during the Tolling Period, such that
any Tolled Claim which would have been barred or limited in any way by or as a result of any
statute of limitations or other Time Defense may be brought by the City without regard to any
expiration of time that occurs during the Tolling Period and Sprint may not hereinafter assert in
any action between the Parties or otherwise the expiration of the statute of limitation or other Time
Defense occurring during or as to the passage of time within the Tolling Period as a defense to any
such Tolled Claim brought by the City. For further purposes of clarity, nothing in this Tolling
Agreement is meant to revive any claim that was barred or limited in any way by any statute of
limitations expiring or other Time Defense being capable of being asserted prior to the
commencement of the Tolling Period.
2. The City or Sprint may terminate the Tolling Period by giving the other Party thirty
(30) days prior written notice by e-mail and physical delivery such as overnight delivery of the
termination of the Tolling Period. Any applicable statute of limitations or other Time Defenses
which apply to the Tolled Claims shall begin to run again from the effective date of termination of
the Tolling Period. Prior to expiration or termination of this Agreement, which shall occur upon
expiration or termination of the Tolling Period, the City and Sprint agree not to file any cause of
action against the other relating to the Tolled Claims.
3. Nothing in this Agreement shall be construed as an admission of any fault, liability or
wrongdoing by or relating to any person and nothing herein shall be deemed to limit any obligation
or liability of either Party, or any defense other than Time Defense tolled during this Agreement,
including during the Tolling Period, that may exist.
4. This Agreement may be signed in counterparts, each of which shall be deemed an
original, and all such counterparts constituting one Agreement. The exchange of copies of this
Agreement and of signature pages electronically or by physical delivery of hard copy shall
constitute effective execution and delivery of this Agreement.
5. Any and all notices under this Agreement shall be in writing, and shall be addressed and
provided to the Parties by email and physical delivery to the following:
To the, Daniel G. Vogel
City: Margaret C. Eveker
Cunningham Vogel & Rost, P.C.
333. S. Kirkwood Rd., Suite 300
St. Louis, MO 63122
dan@municipalfirm.com
maggie@municipalfirm.com
Special Legal Counsel
City of Riverside, Missouri
To Sprint Spectrum LP
Sprint: 6200 Sprint Parkway
Overland Park, KS 66251
Page 2 of 3
6. The rights and obligations of the Parties created by this Agreement shall be governed by
and construed in accordance with the laws of the State of Missouri, without regard to conflicts of
law.
7. This Agreement may not be amended, modified, or supplemented, except in writing duly
executed and delivered by both Parties to this Agreement.
8. This Agreement constitutes the full and complete agreement of the parties concerning
the subject matter of the Agreement, and there are no covenants, conditions, or terms other than
those expressly set forth in this Agreement.
9. This Agreement shall be effective on the date of the last signature below.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals as of the
date below written.
Name: Anthony M. Whalen
Title: State Tax Counsel
Date: August 5, 2020
CITY Q1 RIVERSIDE
Name: 6TH LEEO° L 05c,
Title: VW.,
Date,:
Page 3 of 3
FIRST TOLLING AGREEMENT EXTENSION
THIS FIRST TOLLING AGREEMENT EXTENSION ("Agreement Extension") is made
by and between the City of Riverside, Missouri (the"City") and Cellco Partnership, as successor
by merger to Verizon Wireless(VAW)LLC,d/b/a Verizon Wireless("Verizon"and together with
the City,the"Parties").
Recitals
WHEREAS,the Parties entered into a "Tolling Agreement" (attached hereto as Exhibit
1)that established a"Tolling Period"as defined therein;and
WHEREAS,the current non-discretionary expiration date of the Tolling Period is May
31, 2021,and the Parties desire to extend the Tolling Period;
NOW,THEREFORE,in consideration of the mutual commitments herein and other good
and valuable mutual consideration,the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
Terms and Conditions
1. The Tolling Period, as defined in the Tolling Agreement, is hereby extended by
changing the existing non-discretionary expiration date stated in Section 1 of the Tolling
Agreement to now be on and including "May 31, 2023," subject to all other provisions of the
Tolling Agreement remaining unchanged.
2. This Agreement Extension may be signed in counterparts, each of which shall be
deemed an original,and all such counterparts shall be considered to constitute one agreement. The
exchange of copies of this Agreement Extension and/or signature pages electronically or by
physical delivery of hard copy shall constitute effective execution and delivery of this Agreement
Extension.
3. This Agreement Extension shall be effective on the date of the last signature below.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals as of the
date below written.
VERIZON CITY OF RIVERSIDE
By: By-
Name: // /
C.�
Name: Name: 4Alee, Z1,
Title: Title: &9V0
Date: Date: /7 �,/
FIRST TOLLING AGREEMENT EXTENSION
THIS FIRST TOLLING AGREEMENT EXTENSION ("Agreement Extension") is made
by and between the City of Riverside, Missouri (the"City") and Cellco Partnership, as successor
by merger to Verizon Wireless(VAW)LLC,d/b/a Verizon Wireless("Verizon"and together with
the City,the"Parties").
Recitals
WHEREAS,the Parties entered into a "Tolling Agreement" (attached hereto as Exhibit
1)that established a"Tolling Period"as defined therein; and
WHEREAS,the current non-discretionary expiration date of the Tolling Period is May
31, 2021, and the Parties desire to extend the Tolling Period;
NOW,THEREFORE,in consideration of the mutual commitments herein and other good
and valuable mutual consideration,the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
Terms and Conditions
1. The Tolling Period, as defined in the Tolling Agreement, is hereby extended by
changing the existing non-discretionary expiration date stated in Section 1 of the Tolling
Agreement to now be on and including "May 31, 2023," subject to all other provisions of the
Tolling Agreement remaining unchanged.
2. This Agreement Extension may be signed in counterparts, each of which shall be
deemed an original,and all such counterparts shall be considered to constitute one agreement. The
exchange of copies of this Agreement Extension and/or signature pages electronically or by
physical delivery of hard copy shall constitute effective execution and delivery of this Agreement
Extension.
3. This Agreement Extension shall be.effective on the date of the last signature below.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals as of the
date below written.
VERIZON CITY OF RIVERSIDE
Pi,nally uyned M Mario
Mario Manniello man-40
ByPate:2021.05.2409:14:27-0400' By
Name: Mario Manniello Name:
Title: Vice President - Taxes Title:
Date: see electronic signature Date:
EXHIBIT 1
(Attached, beginning on next page)
TOLLCL G AGREEMENT
THIS TOLLING AGREEMENT ("Azneeuent'-) a made b%• and between the Citi• of
Riverside. Aiissoun (the 'rtty ) and Cellco Partnership db a Verizon Wireless ("Cellco"). on
behalf of itself and its Affiliates.as defined below.and as successor b%•merger.effecnve December
31. 2019. to Verizon Wireless (VAA) LLC (collecnvely. Venzon" and together with the C its•
the•'Pames').
Recitals
WUREA.S. the C itv has a license tax on '(e]%-er%- telephone company and even-
corporation- companv. association_ iouit stock companv or association. partzership and person
owning. operating. managing. leasing or controlling a telephone plant or system for the
manufacture. distribution_ sale or funushing of telephone sen-ice. shall par to the Citi as
a license fee a sum equal to five percent(",. of the licensee s gross receipts as set forth in
Section 6:0 010 of the Mumcipal Code of the City of Riverside. Missouri i License Tax").
WHEREAS the City beheves there is a possible underpasvrent of the License Tax by
Venzon that the Cite believes would give rise to certain enforcement actions or claims against
�'enzon
WHEREAS.the Parties wish to postpone or avoid the inconvenience. expense. and
distraction of possible litigation br the City against Verizon while fully presenwg am-rights of
the City as to the Tolled Claims that mac exust prior to the Tolling Period(all as defined below in
this Agreement)to commence legal action against Verizon,which-but for this Agreement.might
otherwise be time-barred or limited in anv war by am applicable statute of limitations.laches. and
other possible tune-bars and defenses based in whole or in part on the time which mag• elapse
during the Tolling Period established herein tall of which tine-ban and defenses. including. the
statute of limitations and laches are referred to as "Time Defenses
WHEREAS.neither Venzon nor the Citv by entenne into this agreement. male anv
statement as to the went or extent of went of anv claims.damages or defenses(including the Trine
Defenses)and the City and Venzon agree that both have the power and authonn•to enter into this
.agreement and no other partes are necessan•to loin herein in order to toll the statute of limitations
and other Trine Defenses and make this Agreement enforceable.
UIMREAS. Celico is entering into this agreement on its own behalf and on behalf of
certain of its commonh•controlled affiliated entities.namely.Alltel Corporanon(on its own behalf
and as successor by merger to Alltel Communications.UC).Missouri.1 RSA Limited Partnership
and St Joseph Cel1TelCo(collem•elr. the*'Affiliates*'). and-
NOW.THEREFORE,in consideration of the mutual commitments herein and other good
and valuable mutual consideration the receipt and suffncienc-•of which are hereby acknowledged.
the Pames agree as follows
Terms and C onditions
Page 1 of 3
I With respect to anv and all claims. causes of action or remedies of the Cit-. knowai or
unknown. relating to. ansine out of or in connection with the Cit•'s License Tax. includuig but
not limited to claims for delinquent taxes. interest, penalties. and attotnev fees. declarator•
judgment and mluncnve relief accotmtmg. violation of statute. or any other claims. offsets. or
causes of acnon whatsoever(collectively. the Tolled C lamis -). the Parties hereby stipulate that
un•applicable statute of limitations or other Trine Defenses applicable to the Tolled Claims shall
be deemed tolled from the pend of March 31. 2020 until the earlier of.(a)the termination of this
Agreement by either the Cit• or Venzon in accordance with the terms and conditions of this
.agreement,or(b)May 31. 20'1.utiles extended in wntmg by the Parties.hereinafter such period
to be known as the--Tolluig Penod-* For purposes of clant-.the tolling of the statute of limitanons
and other Tune Defenses dunnz the Tollme Penod shall sunaye the Tollme Penod and anv-
terwination hereof such that anv Tolled Claim which would have been barred or limited in any
way by as a result of anv statute of limitations or other Time Defense may be brought b%•the Cit
without regard to any expiration of time that occurs dtuwg the Tolling Penod and Venzon may
not hereinafter assert in any action between the Parties or otherwise the expiration of the statute of
lvnntation or other Time Defense occurring dunnz or as to the passage of time within the Tollme
Penod as a defense to any such Tolled Claim broueht by the City
The C m• or Venzon may terminate the Tollme Penod b%• ov.-me the other Pam- thim-
(30)days prior wntten nonce by e-mail and physical deliver• such as overnight deliver- of the
termination of the Tolling Period Ain- applicable statute of!mutations or other Tune Defenses
which apply to the Tolled C!aims shall begun to run again from the effective date of terwination of
the Tolling Period Prior to expiration or termination of this Agreement. which shall occur upon
expuation or tertnination of the Towne Period,the C itv and Venzon agree not to file anv cause of
action against the other relating to the Tolled Claims
3 \othme in tlus agreement shall be construed as an admission of anv fault. habilis or
w•ronedome by or relating to any person and nothing herein shall be deemed to limit anv obligation
or habihty of either Pam. or anv defense other than Tune Defense tolled during this agreement.
mclud=durme the Tolling Penod. that may exist
4 This Agreement may be signed in counterparts. each of which shall be deemed an
onginal and all Such cotmterparts constitunne one agreement The exchange of copies of this
Agreement and of signature pages elecmomcaliv or ba• physical deliver- of hard cop%• shall
constitute effective execution and deliver-of this agreement
S Anv and all notices under this Aereem eut shall be in w•ntinz. and shall be addressed and
provided to the Pames by email and physical deliver•to the following
To the Ci : Daniel G Fogel
Margaret C Evek-ei
Cunningham Fogel& Rost. P.C.
333. S irkw-ood Rd. Suite 300
St Lotus. NIO 63122
dan,,mutucipalfirm com
maggte it mumcipalfirm com
Special Legal Cotmsel
Page 2 of 3
City of Riverside. \Lssoun
To Vnzon Vemon
One Verizon Way. VCS.i
Attention flanging Associate General Counsel - Tax
Baslme Ridge.N]07920
Doug Reeves,r venzon com
Leigh Schachter a u•enzon com
6 The rights and obligations of the Parties created by flus agreement shall be zovenued by
and construed in accordance with the laws of the State of Missouri without regard to conlhcts of
law
Tlus Agreement mas not be amended modified-or supplemented except in writing duh
executed and delivered by both Parties to this agreement
S This Agreement constitutes the full and complete agreement of the parties concerning
the subtect matter of the Agreement and there are no covenants. conditions. or terms other than
those expressh• set forth m this Agreement
9 Thus agreement shall be effective on die date of the last signature below
N AI TNESS WHEREOF, the Parties have hereunto set their hand; and seals as of the
date below written
CELLCO PARTNERSHIP
d/b/a Verizon Wireless
Marie Manniello
"_..,.,.r d...
Bs
Nano i.lano Man cello
Title Vice President - Tare-
Date Mav 20. _020
CTTFitt,
-ERSIDE
By
Name _ Ah j Eg&j
Title U 0
Date 7 ID�
Page 3 of 3
AMENDED AND RESTATED TOLLING AGREEMENT
THIS AMENDED AND RESTATED TOLLING AGREEMENT ("Agreement") is made
by and between T-Mobile Central LLC, a Delaware limited liability company ("T-Mobile
Central"), on behalf of itself and T-Mobile Central's affiliates (collectively, "T-Mobile"), party of
the first part, and each of the Missouri cities identified in Table 1 below that have executed this
Agreement (collectively "Cities"), parties of the second part. T-Mobile and the Cities are
collectively referred to herein as the "Parties."
Recitals
WHEREAS, each of the Cities has a form of gross receipts or license tax pursuant to
various ordinances ("License Tax"); and
WHEREAS, the Cities believe there is a possible underpayment of the License Tax by T-
Mobile that could give rise to certain enforcement actions or claims against T-Mobile; and
WHEREAS, the Parties wish to postpone or avoid the inconvenience, expense, and
distraction of possible litigation by the Cities against T-Mobile, while fully preserving any rights
of the Cities as to the Tolled Claims that may exist prior to the Tolling Period (all as defined below
in this Agreement) to commence legal action against T-Mobile, which, but for this Agreement,
might otherwise be time -barred or limited in any way by any applicable statute of limitations,
laches, and other possible time -bars and defenses based in whole or in part on the time which may
elapse during the Tolling Period established herein (all of which time -bars and defenses, including,
the statute of limitations and !aches, are referred to as "Time Defenses"); and
WHEREAS, neither T-Mobile nor the Cities, by entering into this Agreement, make any
statement as to the merit or extent of merit of any claims, damages, or defenses (including the
Time Defenses) and the Cities and T-Mobile agree that each individual entity has the power and
authority to enter into this Agreement and no other parties are necessary to join herein in order to
toll the statute of limitations and other Time Defenses and make this Agreement enforceable; and
WHEREAS, the Parties have previously entered into separate tolling agreements
regarding these matters and now desire to amend and restate such agreements;
NOW, THEREFORE, in consideration of the mutual commitments herein and other good
and valuable mutual consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
Terms and Conditions
1. With respect to any and all claims, causes of action or remedies of each of the Cities,
known or unknown, relating to, arising out of, or in connection with each city's License Tax,
including but not limited to claims for delinquent taxes, interest, penalties, and attorney fees,
declaratory judgment and injunctive relief, accounting, violation of statute, or any other claims,
offsets, or causes of action whatsoever (collectively, the "Tolled Claims"), the Parties hereby
stipulate that any applicable statute of limitations or other Time Defenses applicable to the Tolled
Claims shall be deemed tolled for the period from the tolling inception date stated in Table 1 below
with respect to each city and T-Mobile until the earlier of: (a) the termination of this Agreement
Page 1
by either one or more of the Cities or T-Mobile in accordance with the terms and conditions of this
Agreement; or (b) May 31, 2023, unless extended in writing by the Parties, hereinafter such period
to be known as the "Tolling Period." For purposes of clarity, the tolling of the statute of limitations
and other Time Defenses during the Tolling Period shall survive the Tolling Period and any
termination hereof, such that any Tolled Claim which would have been barred or limited in any
way as a result of any statute of limitations or other Time Defense may be brought by one or more
of the Cities without regard to any expiration of time that occurs during the Tolling Period, and T-
Mobile may not hereinafter assert in any action between the Parties or otherwise the expiration of
the statute of limitations or other Time Defense occurring during or as to the passage of time within
the Tolling Period as a defense to any such Tolled Claim.
Table 1:
City
Tolling Inception
Date for T-Mobile
Aurora
Butler
Cameron
Columbia
Green Park
Jefferson City
Joplin
Kirkwood
Ladue
Liberty
Malden
Manchester
Maryville
Moberly
Monett
Neosho
Overland
Platte City
Raytown
Riverside
St. Joseph
Warson Woods
Wentzville
Woodson Terrace
3/31/2020
3/31/2020
7/5/2017
3/31/2020
3/31/2020
3/31/2020
9/21/2017
3/31/2020
6/8/2017
6/8/2017
3/31/2020
3/31/2020
3/31/2020
3/31/2020
3/31/2020
3/31/2020
5/2/2017
3/31/2020
3/31/2020
3/31/2020
3/16/2017
3/31/2020
3/31/2020
3/31/2020
2. Any one or more of the Cities may terminate the Tolling Period by giving T-Mobile at
least thirty (30) days prior written notice by e-mail and physical delivery such as overnight delivery
of the termination of the Tolling Period, and such action shall not affect the Tolling Period for the
remainder of the Cities. T-Mobile may terminate the Tolling Period with respect to one or more of
the Cities by giving each affected city at least thirty (30) days prior written notice by e-mail and
physical delivery such as overnight delivery of the termination of the Tolling Period. Any
Page 2
applicable statute of limitations or other Time Defenses which apply to the Tolled Claims shall
begin to run again from the effective date of termination of the Tolling Period. Prior to expiration
or termination of this Agreement, which shall occur upon expiration or termination of the Tolling
Period, the Cities and T-Mobile agree not to file any cause of action against the other relating to
the Tolled Claims.
3. Nothing in this Agreement shall be construed as an admission of any fault, liability, or
wrongdoing by or relating to any person and nothing herein shall be deemed to limit any obligation
or liability of any of the Parties, or any defense other than Time Defense tolled during this
Agreement, including during the Tolling Period, that may exist.
4. This Agreement may be signed in counterparts, each of which shall be deemed an
original, and all such counterparts constituting one Agreement. The exchange of copies of this
Agreement and of signature pages electronically or by physical delivery of hard copy shall
constitute effective execution and delivery of this Agreement.
5. Any and all notices under this Agreement shall be in writing, and shall be addressed and
provided to the Parties by email and physical delivery to the following:
To the Greg H. Dohrman
Cities: Margaret C. Eveker
Cunningham Vogel & Rost, P.C.
333. S. Kirkwood Rd., Suite 300
St. Louis, MO 63122
greg@municipalfirm.com
maggie@municipalfirm.com
Special Legal Counsel for Cities
To T- Mark Leadlove
Mobile: Bryan Cave Leighton Paisner LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
mbleadlove@bclplaw.com
Counsel for T-Mobile
6. The rights and obligations of the Parties created by this Agreement shall be governed by
and construed in accordance with the laws of the State of Missouri, without regard to conflicts of
law.
7. This Agreement may not be amended, modified, or supplemented to affect all Parties to
this Agreement, except in writing duly executed and delivered by the Parties. Any one or more of
the Cities and T-Mobile may amend, modify, or supplement this Agreement in writing duly
executed and delivered by all parties to be bound by such writing, but such action shall not be
binding upon the remaining, non -executing Parties.
Page 3
8. This Agreement constitutes the full and complete agreement of the Parties concerning
the subject matter of the Agreement, and there are no covenants, conditions, or terms other than
those expressly set forth in this Agreement.
9. This Agreement shall be effective between an individual city and T-Mobile on the date
of the last signature of such party, regardless of whether all Parties have executed this Agreement.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals as of the
date below written.
T-MOBILE CENT
. ,
L LLC
By:
Michael H. Weiss
Senior Corporate Counsel
T-Mobile USA, Inc.
Date: July 30, 2021
[Signature pages for Cities on following pages.]
Page 4
CITY OF RIVERSIDE
By:
Name;
Date:
Page 24
AMENDED AND RESTATED TOLLING AGREEMENT
THIS AMENDED AND RESTATED TOLLING AGREEMENT ("Agreement") is made
by and between Sprint Spectrum LLC., a Delaware limited liability company ("Sprint Spectrum"),
successor in interest to Sprint Spectrum LP. on behalf of itself and Sprint Spectrum's affiliates
(collectively, "Sprint"), party of the first part, and each of the Missouri cities identified in Table 1
below that have executed this Agreement (collectively "Cities"). parties of the second part. Sprint
and the Cities are collectively referred to herein: as the "Parties."
Recitals
WHEREAS, each of the Cities has a fonn of gross receipts or license tax pursuant to
various ordinances (LicenseTax"); and
WHEREAS, the Cities believe there is a possible underpayment of the License Tax by
Sprint that could give rise to certain enforcement actions or claims against Sprint: and
WHEREAS, the Parties wish to postpone or avoid the. inconvenience, expense, and
distraction of possible litigation by the Cities against Sprint, while fully preserving any rights of
the Cities as to the Tolled Claims that may exist prior to the Tolling Period (all as defined below
in this Agreement) to commence legal action against Sprint, which, but for this Agreement, might
.otherwise be time -barred or limited in any way by am appli.ca.bl.e statute of limitations. lathes, and
other possible time -bars and defenses based. in whole or in pan on the time which may elapse
during the 'Foiling Period established herein tall of which time -bars and defenses, including. the
statute of limitations and !aches, are referred to as -Time Defenses'. and
WHEREAS, neither Sprint nor the Cities, by entering into this Agreement, make any
statement as to the merit or extent of merit of any claims, damages. or defenses (including the
Time Defenses) and the Cities and Sprint agree that each individual entity has the power and.
authority to enter into this Agreement and no other parties are necessary to join herein in order to
toll the statute of limitations and other Time Defenses and make this Agreement enforceable; and
WHEREAS, the Parties have previously entered into separate tolling agreements
regarding these matters and now desire to amend and restate such agreements:
NOW, THEREFORE, in consideration of the mutual commitments herein and other good
and valuable mutual consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
Terms and Conditions
1. With respect to any and all claims, causes of action or remedies of each of the Cities,
known or unknown, relating to, arising out of or in connection Nvith each city*s License Tax,
including but not limited to claims for delinquent taxes, interest, penalties, and attorney fees,
declaratory judgment and injunctive relief, accounting, violation of statute, or any other claims,
offsets, or causes of action whatsoever (collectively. the "Tolled Claims"). the Parties hereby
stipulate that any applicable statute of limitations or other Time Defenses applicable to the Tolled
Claims shall be deemed tolled for the period from the tolling inception date stated in Table I below
with respect to each city and Sprint until the earlier of: (a) the termination of this Agreement by
Page 1
either one or more of the Cities or Sprint in accordance with the terms and conditions of this
Agreement; or (b) May 31, 2023, unless extended in writing by the Parties, hereinafter such period
to be known as the "Tolling Period." For purposes of clarity, the tolling of the statute of limitations
and other Time lenses during the Tolling Period shall survive the Tolling Period and any
termination hereof. such that any Tolled Oahu which would hat,e beeri barred or hunted in any
way as a result of any Statute of limitations or other Time Detense may be brought by one or more
of the Cities IS ithout regard to any expiration of time that occurs during the 'lolling Period, and
Sprint may not hereinafter assert in any actiori betneen the Parties or othertsis-e the expiration of
the statute of I imitations or other Time 'Defense occurring dining or as to the passage of time nithin
the lolling Period as a defense to any such Tolled Claim.
Table 1:
City
Aurora
Butler
Cameron
Columbia
Grandview
Green Park
Jefferson City
Joplin
Kirkwood
Ladue
Lee's Summit
Libel ly
Malden
Manchester
Maryville
Moberly
Monett
Neosho
Overland
Platte City
Raytown
Riverside
Springfield
St, Joseph
Warson Woods
Webster Groves
Wentzville
Woodson Terrace
Tolhng Inception - 1
Date for Sprint
3/31/2020
5/3/2018
7/17/2018
7/17/2018
7/12/2018
3/31/2020
7/17/2018
7/17/2018
7/12/2018
7/17/2018
7/12/2018
7/17/2018
3/31/2020
3/31/2020
3/31/2020
7/17/2018
7/3/2019
3/31/2020
7/17/2018
3/31/2020
3/31/2020
3/31/2020
4/6/2018
7/17/2018
7/17/2018
5/3/2018
3/31/2020
3/31/2020
2. Any one or more of the Cities may terminate the Tolling Period by giving Sprint at least
thirty (30) days prior written notice by e-mail and physical delivery such as overnight delivery of
Page 2
the termination of the Tolling Period. and such action shall not affect the Tolling Period for the
remainder of the Cities. Sprint may terminate the Tolling Period with respect to one or more of the
Cities by giving each affected city at least thirty (30) days prior written notice by e-mail and
physical delivery such as oven -light delivery of the termination of the Tolling Period. Any
applicable statute of limitations or other 'rime Defenses which appl.y to the Tolled Claims shall
begin to run again from the effective date of termination of the Tolling Period. Prior to expiration
or termination of this ,Agreement. %huh shall occur upon expirationor termination of the Tolling
Period, the Cities and Sprint agree not to file any cause of action against the other relating to the
Tolled Claims.
3. Nothing in this Agreement shall be construed as an admission of any fault. liability, or
wrongdoing by or relating to any person and nothing herein shall he deemed to limit any obligation
or liability of any of the Parties, or any defense other than Time Defense tolled during this
Agreement, including during the Tolling Period. that may exist,.
4 This Agreement may be signed in counterparts, each of which shall be deemed an
original, and all such counterparts constituting one Agreement. The exchange of copies of this
Agreement and of signature pages electronically or by physical delivery of hard copy shall
constitute effective execution and delivery of this Agreement.
5. Any and all notices under this Agreement shall be in writing, and shall be addressed and
provided to the Parties by email. and physical delivery to the following:
To the Greg Dohrman
Cities: Margaret C. Eveker
Cunningham Vogel & Rost. P.C.
333. S. Kirkwood Rd., Suite 300
St. Louis, MO 63122
greg(litmunicipalfirm.com
maggiela,municipalfirm.cOM
Special Legal Counsel for Cities
To, Mark Leadlove
Sprint: Bryan Cave Leighton Paisner iLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
mbleadlove@bcIplaw.com
Counsel for Sprint
6. The rights and obligations of the Parties created by this Agreement shall be governed by
and construed in accordance with the laws of the State of Missouri. without regard to conflicts of
law.
Page 3
the Cities and Sprint may amend, modify, or supplement this Agreement in writing duly executed
and delivered by all parties to be bound by such writing, but such action shall not be binding upon
the remaining, non -executing Parties.
8. This Agreement constitutes the full and complete agreement of the Parties concerning
the subject matter of the Agreement, and there are no covenants, conditions, or terms other than
those expressly set forth in this Agreement.
9. This Agreement shall be effective between an individual city and Sprint on the date of
the last signature of such p y, regardless of whether all Parties have executed this Agreement.
IN ITNESS WHEREOF, the Parties have hereunto set their hands and seals as of the
date below written.
By:
Director
[Signature pages for Cities on following pages,]
Page 4
CITY OF ' VERSIDE
By:
Name:
Title:
Date:
Page 26