HomeMy WebLinkAbout1786 Rights-Of-Way Use Agreement with MCI Metro Access Transmission Services LLC dba Verizon Access Transmission Services BILL NO. 2021-029 ORDINANCE NO.
AN ORDINANCE APPROVING A RIGHTS-OF-WAY USE AGREEMENT FOR
COMMUNICATIONS FACILITIES WITH MCI METRO ACCESS TRANSMISSION
SERVICES LLC D/B/A VERIZON ACCESS TRANSMISSION SERVICES
Whereas, MClmetro Access Transmission Services LLC d/b/a Verizon Access
Transmission Services (MCI) has requested consent from the City authorizing the use of the
City Rights-of-Way to construct, install, maintain, and operate facilities for communications or
related capabilities; and
Whereas, Missouri law provides conditions relating to the City's consent to, and
authorizes the City to regulate the use and occupancy of its Rights-of-Way for placement of
communications facilities; and
Whereas, the City is authorized to and has established standards and permitting
requirements for occupancy of the Rights-of-Way by communications facilities, including
regulations for towers and other structures or equipment for wireless communications;and
Whereas, the City and MCI desire to enter into a Rights-of-Way Use Agreement to
authorize MCI's use of the City's Rights-of-Way under certain terms and conditions.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF
THE CITY OF RIVERSIDE,MISSOURI,AS FOLLOWS:
THAT the Rights-of-Way Use Agreement for Communication Facilities between the
City and MCImetro Access Transmission Services LLC d/b/a Verizon Access Transmission
Services, attached hereto in its substantial form, is hereby approved and the Mayor is authorized
to execute the Agreement on behalf of the City; and
FURTHER THAT the Mayor, the City Administrator, and other appropriate City
officials are hereby authorized to take any and all actions as may be deemed necessary or
convenient to carry out and comply with the intent of this Resolution and to execute and deliver
for and on behalf of the City all certificates, instruments, agreements, and other documents, as
may be necessary or convenient to perform all matters herein authorized.
BE IT REMEMBERED that the above was read two times by heading only, PASSED AND
APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the
City of Riverside this day of July 2021.
Ma r Kathleen L. Rose
ATTEST.:.
Robin Kincaid ity Clerk
RIGHTS-OF-WAY USE AGREEMENT
FOR COMMUNICATIONS FACILITIES
THIS RIGHTS-OF-WAY USE AGREEMENT FOR COMMUNICATIONS
FACILITIES ("Agreement") is made and entered into as of the Effective Date (as defined in
Section 11.1), by and between, MCImetro Access Transmission Services LLC d/b/a Verizon
Access Transmission Services,a Delaware corporation(the"Licensee"),and the City of Riverside,
Missouri, a municipality of the State of Missouri (the "City"). Licensee and City may sometimes
be referred to in this Agreement individually as a"Party"or collectively as the "Parties."
WHEREAS,Licensee has requested consent from the City to authorize its use of the City's
Rights-of-Way to construct, install, maintain, and operate facilities for communications or related
capabilities; and
WHEREAS,the City and Licensee desire to enter into this Agreement,to establish the terms
of Licensee's use of the Rights-of-Way,and to incorporate the provisions and definitions of the ROW
Code(as defined in Section 1.2);and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
in this Agreement,the Parties agree as follows:
SECTION 1. GENERAL
1.1 Preservation of Police Power Authority. Any rights granted to Licensee pursuant
to this Agreement are subject to the authority of the City to adopt and enforce ordinances necessary
to the health, safety, and welfare of the public.
1.2 Defined Terms. For purposes of this Agreement, the capitalized terms shall have
the meanings as set forth in the Code of Ordinances of the City, including specifically Chapter
250, and as may be amended (the "Code" or "ROW Code"). Words used in the present tense
include the future tense, words in the single number include the plural number, and words in the
plural number include the singular. The words "shall" and "will" are mandatory, and "may" is
permissive. Words not defined shall be given their common and ordinary meaning. The following
additional capitalized terms shall also apply to this Agreement:
A. "Communications" The transmission via the Facilities, in whole or in part,
between or among points specified by the user, of information of the user's choosing (e.g.,
data, video, voice), without change in the form or content of the information as sent and
received, regardless of the statutory or regulatory scheme to which such transmissions may
be subject.
B. "Communications Service" The transmission of writing, signs, signals,
pictures, sounds or other forms of intelligence through wire, wireless or other means,
including, but not limited to, any "telecommunications service," "enhanced service,"
"information service," or"Internet Service," as such terms are now, or may in the future,
be defined under applicable law, and including all instrumentalities, Facilities, apparatus
t
(Communications Facilities), and services (among other things, the receipt, forwarding,
and delivery of Telecommunications) incidental to such transmission or designed to
directly or indirectly facilitate or accept such transmission and shall also include "video
services" as defined in § 67.2677 RSMo. The term "Communications Service" does not
include the rental of conduit or physical facilities, which if proposed must be expressly
separately requested below. Any party seeking to provide cable television, video
services, or use wireless communication facilities shall be subject to additional and
separate requirements, limitations and/or approvals of federal, state and local law
and shall have on file with the City such authorization to provide such services prior
to commencement.
1.3 Agreement Subject to Provisions of ROW Code. This Agreement fully
incorporates the provisions of the ROW Code as if fully set forth herein, and Licensee agrees as a
part of this Agreement to abide by the provisions of such Code and other applicable ordinances of
the City as a ROW-user, and to be subject to the enforcement by the City as provided therein and
in this Agreement as a material term herein. This Agreement may establish Licensee obligations
that are supplementary to the ROW Code,but nothing in this Agreement shall be deemed to waive
any obligation or requirement applicable to Licensee authorized or established by the ROW Code.
The consent to use the Rights-of-Way authorized by this Agreement is subject to the continuing
accuracy during the term of this Agreement of the application information provided by and
maintained by Licensee for this authorization as provided to and on file with the City.
SECTION 2. GRANT OF AUTHORITY TO USE THE RIGHTS-OF-WAY
2.1 Agreements Non-Exclusive. This Agreement shall grant nonexclusive privileges
to use the Rights-of-Way. The City specifically reserves the right to grant, at any time, such
additional agreements or other rights to use the Rights-of-Way for any purpose and to any other
person, including itself, as it deems appropriate, subject to applicable federal and state law.
Nothing in this Agreement shall relieve Licensee from applying for and obtaining all necessary
permits for installation of its Facilities including excavation, building, electrical, zoning, etc.
before installation of its Facilities within the Rights-of-Way.
2.2 Nature of Rights Granted by this Agreement. This Agreement shall not convey
title to Licensee, equitable or legal in the Rights-of-Way, and gives only the right to occupy the
City's Rights-of-Way for the purposes and for the period stated in this Agreement and subject to
the requirements of this Agreement. This Agreement also shall not grant the right to use Facilities
owned or controlled by the City or a third-party, without the separate consent of the City or such
third-party owning or controlling the Facilities, nor shall it excuse Licensee from obtaining
appropriate access or pole attachment agreements before locating on Facilities controlled or owned
by the City or a third-party.
2.3 Grant. Subject to the terms and conditions of this Agreement,the ROW Code,and
the conditions set forth on Exhibit A attached hereto and incorporated by reference into this
Agreement, Licensee is hereby granted the nonexclusive right and privilege to construct, operate,
and maintain Facilities in, through and along the City's Rights-of-Way for the purposes of
supplying Communications Service [insert approved use description from licensee's
application] within the City, subject,however,to the terms and conditions herein set forth within
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this Agreement and the Code and all such special conditions as may be set forth in Exhibit A. As
a condition of this grant, Licensee is required to obtain and maintain any permit, license
certification, grant, registration or any other authorization lawfully required by any appropriate
governmental entity, including, but not limited to, the City, the Federal Communications
Commission, or the Missouri Public Service Commission. The size, location and specifications
of the underground Facilities and any future above-ground Facilities not authorized as provided in
Exhibit A, are subject to prior City approval and consent pursuant to the City's permit process.
Licensee shall not have the right to install wireless antennae or antennae support structures
in the Rights-of-Way, nor provide services not authorized herein, without express separate
written agreement and authorization of the City. In the event that the use of the Rights-of-Way
is proposed to change or Licensee desires to provide services other than as described herein,
Licensee shall be required to seek amendment hereto prior to commencing such service or changed
use.
2.4 Use of Rights-of-Way; Police Powers; Licensee's Use Subordinate. The
Licensee shall construct and maintain its Facilities in accordance with all applicable federal, state
and local laws, codes and ordinances, including all permit requirements, and fee payments, in
effect as of the Effective Date or adopted after the Effective Date, to the extent such are not in
contravention of applicable law. The City makes no express or implied representation or warranty
regarding its rights to authorize the installation or construction of Licensee's Facilities on any
particular segment of Rights-of-Way. The burden and responsibility for making all such
determinations in advance of construction or installation shall be entirely upon Licensee. The use
of the Rights-of-Way authorized by this Agreement shall in all matters be subordinate to the City's
use of and rights to the same and Licensee shall be limited to such uses as have been expressly
granted to Licensee by the City. Licensee shall excavate in or install Facilities in the Rights-of-
Way in locations and in a manner only as authorized by specific a permit granted by the City.
Licensee shall further be subject to the City's exercise of its powers, including but not limited to
its administration and regulation related to the management of the Rights-of-Way exercised in a
competitively neutral and non-discriminatory reasonable manner.
2.5 No Interference. Licensee shall construct and maintain its Facilities to be so
located, constructed, and maintained as to avoid interference with the proper use of all Rights-of-
Ways and so as not to materially or without authority interfere with other users of the Rights-of-
Way. Except as may otherwise be provided,the Licensee shall reasonably notify all residents and
properties materially affected by the proposed work prior to commencement of such work. All
construction and maintenance by Licensee or its subcontractors shall be performed in accordance
with generally accepted industry standards and all standard specifications, drawings, and
procedures required or approved by the City.
2.6 Notification,Joint Installation,and Collocation Requirements. Licensee shall,
prior to any excavation or installation within the Rights-of-Way, provide sufficient notification
and joint installation opportunity on a shared-cost basis to potential users of the Rights-of-Way
under such written policy or direction as may be established by the City. All new facilities or
structures shall collocate on existing poles or within existing conduit, trenches or other existing
facilities unless shown to be not feasible. New poles or other new above ground structures more
than 36" in height shall be prohibited except where a verified statement is provided documenting
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the specific circumstances upon which the City thereafter determines that good cause requiring
approval in the public interest or upon which such facility is required to be permitted by
superseding law. Licensee shall further make its installed Facilities available to other Licensees
on a nondiscriminatory competitively neutral basis as may be required by federal law codified at
47 U.S.C. § 224.
2.7 Licensee Responsible for Costs. The Licensee shall be responsible for all
reasonable, lawfully reimbursable, documented costs incurred by the City that are directly
associated with its installation, maintenance, repair, operation, use, and replacement of its
Facilities within the Rights-of-Way, that are not otherwise accounted for as part of the permit fee
established pursuant to the ROW Code and not contrary to any applicable requirements of Sections
67.1830 to 67.1846 RSMo. All such costs shall be itemized and the City's books and records
related to these costs shall be made available upon request to the Licensee. Licensee shall be
responsible for its own costs incurred removing or relocating its Facilities when required to do so
by the City due to the City requirements relating to maintenance and use of the Rights-of-Way for
City purposes. Licensee shall be subject to pay the City reasonable compensation for use of the
Rights-of-Way where such a fee is not contrary to applicable law and where established by the
Board of Aldermen.
SECTION 3. TERM
3.1 Term. This Agreement shall be effective for a term of ten (10) years from the
Effective Date, and shall continue from year to year thereafter, unless terminated by either party
with ninety(90)days prior written notice to the other party of an intent to terminate this Agreement
following the Initial Term, provided in no circumstance shall this Agreement be effective for
longer than twenty (20) years and subject to earlier termination or forfeiture as provided for
elsewhere in this Agreement. As stated in Section 1.3 of this Agreement, Licensee recognizes and
understandings that this Agreement is subject to the ROW Code of the City and the City may, by
and through its governing body, amend the ROW Code during the Term of this Agreement
including the additional terms outlined above.
SECTION 4. TAXES
4.1 Taxes. The Licensee agrees to pay all applicable taxes including license taxes,
business taxes, video services provider fees, and other applicable taxes of the City and failure to
pay such taxes shall be considered a material breach of this Agreement.Nothing in this Agreement
is intended to alter,amend,modify or expand the taxes that may be lawfully assessed on Licensee's
business activities under applicable law. Licensee shall be subject to audit and shall itemize by
category of service the amount received and taxes paid for services provided by Facilities in the
Rights-of-Way. Such taxes shall be in addition to compensation, if any, required by the City by
ordinance subject to any limitations herein and of applicable state or federal law.
SECTION 5. TRANSFER OF AGREEMENT OR FACILITIES
5.1 Transfer of Agreement. Unless otherwise prohibited by law, Licensee shall not
sell, transfer, lease, or assign this Agreement or its rights under this Agreement, in whole or in
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part, without obtaining the City's prior consent, which consent will not be unreasonably withheld,
conditioned or delayed. Notwithstanding the foregoing sentence, Licensee may sell,transfer, lease
or assign this Agreement or its rights under this Agreement, in whole or in part, with prior written
notice to the City if to: (a) any entity controlling, controlled by or under common control with
Licensee; (b) any surviving successor entity or newly created successor entity in the event of a
merger, reorganization or consolidation involving Licensee. The City reserves the right to be
reimbursed for its reasonable costs relating to a transfer of ownership. Licensee shall not change
its name under which it does business with the public without providing at least thirty (30) days
prior notice to the City.
5.2 Sale or Lease of Facilities. Except as otherwise may be provided by law, Licensee
shall not lease, sell, sublet or otherwise transfer possession or control or use of the Facilities, or
any portion thereof, for any purpose to any person that has not obtained a duly issued Agreement,
or other grant by the City to use the Rights-of-Way and which includes the authority to use or
maintain such leased or transferred Facilities. Notwithstanding the foregoing, Licensee may use
and maintain Licensee's installed Facilities for the benefit of its customers of the Communications
Services provided that any such customer shall have no right of physical access to the Facilities in
the ROW without a separate agreement with the City.
SECTION 6. FORFEITURE OF LICENSE AND PRIVILEGE
6.1 Forfeiture. In case of material failure on the part of the Licensee, its successors
and assigns, to comply with any of the provisions of this Agreement, including the provisions of
the Code of Ordinances, or if the Licensee, its successors and assigns, should do or cause to be
done any act or thing prohibited by or in violation of the terms of this Agreement, including the
provisions of the Code, the Licensee, its successors and assigns, shall forfeit all rights and
privileges permitted herein, and all rights hereunder shall cease, terminate, and become null and
void, provided that said forfeiture shall not take effect until the City shall carry out the following
proceedings: Before the City proceeds to forfeit this Agreement,it shall first serve a written notice
upon the Licensee, setting forth in detail the neglect or failure complained of, and the Licensee
shall have thirty(30)days thereafter in which to cure the default by complying with the conditions
of this Agreement,or if such default cannot be reasonably cured within such thirty(30)day period,
Licensee shall begin to cure such default and diligently pursue such cure to completion. If at the
end of such thirty (30)day period the City determines that the conditions have not been complied
with, the City shall take action by an affirmative vote of the Board of Aldermen present at the
meeting and voting, to terminate the Agreement; setting out the grounds upon which said
Agreement is to be canceled or terminated. Nothing herein shall prevent the City from taking any
other action or remedy as may be set forth in the City's Code of Ordinances or as may otherwise
exist at law. All remedies described in this section are cumulative and in addition to any other
rights and remedies to which City may be entitled at law, in equity or under this Agreement.
SECTION 7. GENERAL CONDITIONS
7.1 Compliance With Laws. In performing activities and exercising its rights and
obligations under this Agreement,the Licensee shall comply with all applicable federal, state and
local laws,ordinances, regulations and policies, including, but not limited to,all laws, ordinances,
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zoning, and other regulations and policies relating to construction, bonding, insurance, and use of
public property.
7.2 Insurance. In addition to the requirements of Section 36-134 of the ROW Code,
except as may be prohibited by law,Licensee shall provide,at its sole expense,and maintain during
the term of this Agreement commercial general liability insurance with a reputable, qualified, and
financially sound company licensed, authorized or permitted to do business in the State of
Missouri, with a rating by Best of not less than"A-: VII,"or better that shall protect the Licensee,
the City, and the City's officials, officers, and employees from claims which may arise from
operations under this Agreement, whether such operations are by the Licensee, its officers,
directors and employees of Licensee. This liability insurance shall include,but shall not be limited
to, protection against claims arising from bodily injury and damage to property, resulting from all
Licensee operations, products, services or use of automobiles, or construction equipment. The
commercial general liability limit shall be $3,000,000 per occurrence and $3,000,000 general
aggregate including personal and advertising injury. A blanket additional insured endorsement
shall be provided which includes the City as an additional insured as their interest may appear
under this Agreement. The commercial automobile liability limit shall be $3,000,000 combined
single limit each accident for bodily injury and property damage. Upon receipt of notice from its
insurer(s) Licensee shall provide the City with thirty (30) days' advance written notice of
cancellation of any required coverage. In no event shall the insurance provided by Licensee during
the term of this Agreement fall below the sovereign immunity limits established by Section
537.610, RSMo. The insurance requirements in this section or otherwise shall not apply to
Licensee to the extent and for such period during this Agreement as Licensee is exempted from
such requirements pursuant to § 67.1830(6)(a) RSMo. and has on file with the City Clerk an
affidavit certifying that Licensee has twenty-five million dollars in net assets and the facts
otherwise establishing that Licensee is therefore so exempted.
7.3 Construction Guarantee and Maintenance. Licensee agrees that it shall be
responsible to guarantee for a period of four years the restoration of the Rights-of-Way in the area
where such Licensee conducted excavation and performed the restoration minimally as required
by § 67.1834 RSMo. A bond, letter of credit or other surety (collectively "Surety") in the form
approved by the City shall be posted if required by the City to guarantee construction performance.
Surety shall not be required to the extent and for such period during this Agreement as Licensee is
exempted from such requirements pursuant to§67.1830(6)(a)RSMo.and has on file with the City
Clerk an affidavit certifying that Licensee has twenty-five million dollars in net assets and the facts
otherwise establishing that Licensee is therefore so exempted. Licensee shall also be responsible
for maintenance of its Facilities and any and all damage caused to the Rights-of-Way, equipment
within the Rights-of-Way or otherwise by Licensee's use of the Rights-of-Way.
7.4 Enforcement; Attorneys' Fees. The City shall be entitled to enforce this
Agreement through all remedies lawfully available, and Licensee shall pay the City its costs of
enforcement, including reasonable attorneys' fees, in the event that Licensee is determined
judicially to have violated the terms of this Agreement.
7.5 Relationship of the Parties. Under no circumstances shall this Agreement be
construed as one of agency, partnership,joint venture,or employment between the Parties.
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7.6 Relocation or Removal of Facilities.
7.6.1 In addition to the requirements of Section 36-128 of the ROW Code, the
City may in its exercise of the public interest request,require that Licensee,at Licensee's sole cost
and expense, relocate, adjust, or reinstall any of its Licensee's Facilities. The City shall give
reasonable notice of such requirement to Licensee, including the location of Facilities to be
relocated and a reasonable time to relocate such Facilities. Licensee shall forthwith remove,adjust,
or relocate such Facilities within the reasonable time provided by the City in its written notice.
The cost of such relocation, removal, or reinstallation of the Facilities shall be the exclusive
obligation of said Licensee without expense to the City.
7.6.2 Licensee shall upon request of any person other than the City requesting relocation
of Facilities and holding a validly issued building or moving permit and within a reasonable period
as may be established by the City, temporarily raise, lower, or relocate its Facilities as may be
reasonably necessary for permit-holder to exercise its rights under the permit. Except where good
cause is approved by the City, a permit-holder must make its request at least fourteen (14) days
prior to the date it intends to exercise its rights under the permit.If applicable,Licensee will,within
seven (7) days of its receipt of such a request, deliver to the permit-holder an invoice for the
services. However, Licensee will not be required to honor any such request unless and until the
permit-holder makes payment in advance for any expenses incurred by said Licensee pursuant to
said person's request. If any Facilities are not relocated in accordance with this Section and within
the reasonable time frames required by the City, the City or its contractors may relocate the
Facilities and the Licensee and its surety shall be liable to the City for any and all costs incurred
by the City, including but not limited to any liquidated delay damages. Any time period during
which Licensee is unable to relocate its facilities due the actions or inaction of a third party,which
is unaffiliated to Licensee and not under contract with or control of Licensee, including without
limitation, the City, will not be counted against the reasonable time frame allowed to Licensee to
relocate its Facilities.
7.7 No Cause of Action Against the City. The Licensee shall have no remedy or
recourse whatsoever against the City for any loss, cost, expense, or damage arising from any of
the provisions or requirements of this Agreement, or because of the enforcement thereof by said
City, or for the failure of said City to have the authority to grant, all, or any part, of the rights
herein granted; provided that said Licensee expressly acknowledges that it accepted the rights
herein granted under this Agreement in reliance upon its independent and personal investigation
and understanding of the power of authority of said City to enter into the Agreement herein with
Licensee; provided further that the Licensee acknowledges by its acceptance of said Agreement
that it has not been induced to enter into this Agreement upon any understanding, or promise,
whether given verbally or in writing by or on behalf of any Party, or by any other person
concerning any term or condition of this Agreement not expressed herein; provided further that
the Licensee acknowledges by the acceptance of this Agreement that it has carefully read the
provisions,terms,and conditions hereof and all incorporated provisions and is willing to,and does
accept, all of the risk attendant to said provisions, terms, and conditions of this Agreement.
Nothing herein shall be deemed to waive the City's sovereign immunity.
SECTION 8. INDEMNIFICATION
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8.1 Licensee at its sole cost and expense, hereby agrees to indemnify, protect, release,
defend (with counsel acceptable to the City) and hold harmless the City, its municipal officials,
elected officials, boards, commissions, officers, employees, attorneys, and agents, from and
against any and all causes of action, claims, demands, all contractual damages and losses,
economic damages and losses, all other damages and losses liabilities, fines, charges, penalties,
administrative and judicial proceedings and orders,judgments, remedial actions of any kind, and
all costs and expenses of any kind, including, without limitation, reasonable attorney's fees and
costs of defense arising, directly or indirectly, in whole or in part, from the action or inaction of
Licensee, its agents, representatives, employees, contractors, subcontractors or any other person
for whose acts Licensee may be liable, in constructing,operating,maintaining,repairing,restoring
or removing Facilities, or in carrying on Licensee's business or operations in the City, or out of
the fact that the City entered into this Agreement with Licensee,the rights granted to Licensee,or
the activities performed, or failed to be performed, by Licensee under this Agreement, or
otherwise, except to the extent arising from or caused by the sole or gross negligence or willful
misconduct of the City, its elected officials, officers, employees, agents or contractors, or as
otherwise may be limited by law. This indemnity shall apply, without limitation, to any claim or
cause of action for invasion of privacy, defamation, antitrust, negligence, theft, fire, violation or
infringement of any copyright, trademark, trade name, service mark or patent or intellectual
property right of any person, whether or not any act or omission complained of is authorized,
allowed or prohibited by this Agreement. The indemnification, duty to defend, and hold harmless
obligations set forth in this Section shall survive for a period of five (5) years after the date of
expiration or termination of this Agreement. Any payments required by Licensee to City pursuant
to this indemnification paragraph or otherwise required under this Agreement shall accrue interest
from the date due at one and one-half percent interest per month until paid.
SECTION 9. NOTICE
9.1 Any notice, demand, consent, approval, request or other communication required
or permitted to be given to either Party under or with respect to this Agreement (collectively,
"Notice") must be in writing and must be delivered in person, by a reputable overnight delivery
service or by certified mail, postage prepaid, return receipt requested, to the appropriate
address(es) set forth below:
If Notice to Licensee:
MCImetro Access Transmission Services LLC
d/b/a Verizon Access Transmission Services
Franchise Manager
600 Hidden Ridge, #E02E102
Irving, TX 75038
With a copy(except invoices)to:
General Counsel
Verizon
One Verizon Way
Basking Ridge,NJ 07920
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If Notice to City:
City Hall
2990 NW Vivion Rd
Riverside, Missouri 64150
Attn: Community Development Director
9.2 If notice is given by personal delivery, a receipt indicating that personal delivery
was made must be obtained. Notice will be deemed effective on the date of receipt by the addressee
as shown on the receipt if given by personal delivery, on the return receipt if notice is given by
certified mail or the confirmation of delivery form if notice is given by overnight delivery service.
Rejection or refusal to accept or the inability to deliver because of a changed address of which no
proper notice was given will be deemed to be receipt of the notice as of the date of rejection,refusal
or inability to deliver. Either Party may change its address for notice by giving notice of address
change to the other Party in the manner for giving notice prescribed in Section 9.1.
SECTION 10. MISCELLANEOUS
10.1 This Agreement and all Exhibits constitute the entire Agreement between the
Parties as to the subject matter of this Agreement, and no negotiations or discussions prior to the
Effective Date shall be of any effect.
10.2 The invalidity in whole or in part of any provision of this Agreement shall not affect
the validity of any other provision.
10.3 No tern or condition of this Agreement will be deemed to have been waived by a
Party unless the waiver is made in writing and is signed by the Party against whom the waiver is
claimed. No waiver of default or breach of this Agreement or consent to the default or breach will
be deemed to have been waived or consented to unless the waiver or consent is made in writing
and signed by the Party against whom the waiver or consent is claimed. The waiver of or consent
to a breach or default of this Agreement will not be deemed to be a waiver of or consent to any
other breach or default of this Agreement, or to or any subsequent breach or default of the same
term, or condition of this Agreement. No course of dealing or conduct or failure of a Party to
strictly enforce any term, right or condition of this Agreement constitutes a general waiver or
relinquishment of the term, right or condition.
10.4 The rights and remedies of the Parties shall be cumulative and in addition to any
other rights and remedies provided by law or equity. The laws of the State of Missouri shall govern
this Agreement.
10.5 This Agreement is for the benefit of the Parties and not for any other person or
entity. This Agreement creates no third-party beneficiary rights.
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SECTION 11. EFFECTIVE AND ACCEPTANCE
11.1 This Agreement shall be effective on the date this Agreement is last signed by both
Parties ("Effective Date"). The Parties acknowledge that this Agreement is a lawful contract
between them, that they entered into this Agreement voluntarily, and have full authority to sign
this Agreement.
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IN WITNESS WHEREOF,this Agreement is entered into as of the Effective Date.
CITY OF RIVERSIDE,, MISSOURI MCIMETRO ACCESS TRANSMISSION
SERVICES LLC D/B/A VERIZON ACCESS
TRA SIGNS ES
By:
a , Mayor
Print NameNSI('� `)4Ac
r
Date:
Date: g�L 'Zo 3�-
ATTEST:
I d,City Clerk
STATE OF S )
- ) ss.
COUNTY OF �`a S )
The forgoing instrument was acknowledged before me this N,4 & ,2021,
by � a s4=e _ ,on behalf of MClmetro Access Transmission Services LLC d/b/a
Verizon Access Transmission Services. This person is personally known to me or has produced_
as identification.
Signature of N taking Acknowledgment)
Notary Public, State of
My Commission Expires: Z69
�.�`�µyo''�, RICHARD JAMES STEENO
Notary Public,State of Texas
Comm.Expires 03-27-2024
Notary ID 124699672
Il
IN WITNESS WHEREOF, this Agreement is entered into as of the Effective Date.
CITY OF RIVERSIDE,MISSOURI MCIMETRO ACCESS TRANSMISSION
SERVICES LLC D/B/A VERIZON ACCESS
TRANSMISSION SERVICES
By:
�)A.4 Z►e�' .kmsg, Mayor
Print Name:
Title:
Date: -Sw��,,d®�.!
Date:
ATTEST:
1',;• ;u cAJ d, City Clerk
STATE OF )
) ss.
COUNTY OF )
The forgoing instrument was acknowledged before me this , 202_,
by , on behalf of MCImetro Access Transmission Services LLC d/b/a
Verizon Access Transmission Services. This person is personally known to me or has produced_
as identification.
(Signature of Notary taking Acknowledgment)
Notary Public, State of
My Commission Expires:
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EXHIBIT A
SPECIAL CONDITIONS
The following special conditions shall be a condition of this Agreement and shall supplement and
limit any provision in this Agreement:
1. All new Licensee Facilities shall be installed underground,except where good cause is
shown to authorize use of existing above-ground Licensee Facilities. Ground-mounted
pedestals customarily installed for underground Facilities shall be authorized subject
to applicable permit requirements and design, location, appearance and other
reasonable requirements of the City,provided that such pedestals or equipment that are
larger than 3 feet in height or otherwise not customarily found within the City limits
shall not be deemed authorized by this Agreement without specific separate written
authorization of the City.
2. Licensee acknowledges and agrees that pursuant to its obligation to pay all applicable
taxes it shall pay the City's license tax as a ROW-user asserting its status as a local
exchange telecommunications company {if applicable} and shall remit to the City such
tax on gross receipts of its business attributable to the communications provision or
transport service in the City or otherwise as required by Chapter 630 of the City's Code
of Ordinances, or as may be amended, regardless of technology or nomenclature used
by Licensee to provide such services, including but not limited to wire, wireless,
internet-based transmissions, and switched or unswitched, to the extent permitted by
law.
3. Licensee, including its duly-license contractors acting on its behalf identified on the
ROW permit application or otherwise to the City, represents and agrees that it shall
have full responsibility of the maintenance of its network and shall not authorize third-
parties to install or perform maintenance on is Facilities or have physical access thereto
in the Rights-of-Way.
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