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HomeMy WebLinkAboutR-2023-106 Approving a Non-Exclusive License Agreement w/Google Fiber Missouri, LLC for Installatin of Network Facilities in the Public Right-of-WayRESOLUTION NO. R-2023-106 A RESOLUTION APPROVING A NON-EXCLUSIVE LICENSE AGREEMENT WITH GOOGLE FIBER MISSOURI, LLC FOR INSTALLATION OF NETWORK FACILITIES IN THE CITY PUBLIC RIGHT-OF-WAY. WHEREAS, Google Fiber Missouri, LLC ("Google Fiber") 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, the City and Google Fiber desire to enter into a Non -Exclusive License Agreement to authorize Google Fiber's use of the City's Rights -of -Way under certain terms and conditions. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the Non -Exclusive License Agreement between the City of Riverside and Google Fiber Missouri, LLC, attached hereto as Exhibit A 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. PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri, the / s'" day of 2023. 'ATTEST: ` Robin, •Ki.ticaid, City Clerk Google Fiber Contract No. 993418 NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN THE CITY OF RIVERSIDE AND GOOGLE FIBER MISSOURI, LLC FOR THE INSTALLATION OF NETWORK FACILITIES IN THE CITY PUBLIC RIGHT-OF-WAY This License Agreement ("Agreement") is by and between the City of Riverside, a municipality of the State of Missouri ("City"), and Google Fiber Missouri, LLC, a Delaware limited liability company, and its subsidiaries, successors, or assigns ("Licensee"). RECITALS A. City has jurisdiction over the use of the public rights -of -way in City in which it now or hereafter holds any property interest ("Public ROW"). B. Licensee desires, and City desires to permit Licensee, to install, maintain, operate, and/or control a fiber optic infrastructure network in Public ROW ("Network") for the purpose of offering communications services, including broadband Internet access service as defined in 47 C.F.R. § 8.1(b) ("Broadband Internet Services"), but excluding multichannel video programming services that would be subject to a video services franchise and telecommunications services that would be subject to the Missouri Municipal Telecommunications Business License Tax Simplification Act, to residents and businesses in City ("Customers"). C. The Network may consist of equipment and facilities that may include aerial strand; aerial or underground fiber optic cables, lines, or strands; underground conduits, vaults, access manholes and handholes; electronic equipment; power generators; batteries; pedestals; boxes; cabinets; and other similar facilities ("Network Facilities"). AGREEMENT In consideration of the mutual promises made below, City and Licensee agree as follows: 1. Permission to Encroach and Occupy. 1.1. Permission to Encroach on and Occupy Public ROW. Subject to the conditions set forth in this Agreement and applicable provisions of Chapter 250 of the City's Municipal Code, City grants Licensee permission to encroach on and occupy the Public ROW (the "License") for the purpose of constructing, installing, repairing, maintaining, operating, and if necessary removing the Network and the related Network Facilities (the "Work"). This Agreement and the License do not authorize Licensee to use any property other than the Public ROW. Licensee's use of any other City property, including poles and conduits, will be governed under a separate Agreement regarding that use. 1.2. Subiect to State and Local Law. This Agreement and the License are subject to City's valid authority under State and local laws as they exist now or may be amended from time -to -time, and subject to the conditions set forth in this Agreement. 1.3. Subiect to City's Right to Use Public ROW. This Agreement and the License are subject and subordinate to City's prior and future and continuing right to use the Public ROW, including but not limited to constructing, installing, operating, maintaining, repairing, or removing sewers, water pipes, storm drains, gas pipes, utility poles, overhead and underground electric lines and related facilities, and other public utility and municipal uses. EXECUTION VERSION Q License Agreement Between City of Riverside, Missouri and Google Fiber Missouri, LLC I Page 1 of 12 Google Fiber Contract No 993418 1.4. Subject to Pre -Existing Property Interests. City's grant of the License is subject to all valid pre-existing easements, restrictions, conditions, covenants, encumbrances, claims of title or other property interests that may affect the Public ROW. Licensee will obtain at its own cost and expense any permission or rights as may be necessary to accommodate such pre-existing property interests. 1.5. No Grant of Property Interest. The License does not grant or convey any property interest. 1.6. Non -Exclusive. The License is not exclusive. City expressly reserves the right to grant licenses, permits, franchises, privileges or other rights to any other individual, corporation, partnership, limited liability company, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other entity of any nature whatsoever (`Person"), as well as the right in its own name as a municipality to use Public ROW for similar or different purposes allowed Licensee under this Agreement. 1.7. Limitations. Licensee will not provide services directly regulated by the Missouri Public Service Commission (PSC) unless authorized by the PSC. Licensee will not operate a cable system as defined in the Cable Communications Policy Act of 1984 (47 USCA §521, et seq., as amended) without first having obtained a separate video service provider franchise from the State of Missouri. 1.8. Non -Discrimination. City's grant of the License will be open, comparable, nondiscriminatory, and competitively neutral and City will at all times treat Licensee in a non-discriminatory manner as compared to other non -incumbent providers offering facilities -based Broadband Internet Services. 2. Licensee's Obligations. 2.1. Compliance with ROW Permit Procedures. Licensee will comply with and follow all City applicable ordinances in all work it performs in the Public ROW. 2.2. Individual Permits Required. Licensee will obtain City's approval of required individual encroachment, construction, and other necessary permits before placing its Network Facilities in the Public ROW or other property of City as authorized. Licensee will provide to City any information lawfully required by City. Licensee will pay all lawful processing, field marking, engineering. and inspection fees associated with the issuance of individual permits by City. 2.3. Licensee's Sole Cost and Expense. Licensee will perform the Work at its sole cost and expense. 2.4. Compliance with Laws. Licensee will comply with all applicable laws and regulations when performing the Work. Licensee has obtained the necessary approvals, licenses or permits. if any, required by federal and State law to provide Broadband Internet Services consistent with the provisions of this Agreement. 2.5. Reasonable Care. Licensee will exercise reasonable care when performing the Work and will use commonly accepted practices and equipment to minimize the risks of personal injury, property damage, soil erosion, and pollution of surface or groundwater. EXECUTION VERSION ' License Agreement Between City of Riverside, Missouri and Google Fiber Missouri, LLC I Page 2 of 12 Google Fiber Contract No. 993418 2.6. Non -Interference. Licensee will place its Network Facilities in conformance with the permits, plans, and drawings approved by City. Licensee will not place its Network Facilities in such a fashion as to unduly burden the present or future use of Public ROW and the Network Facilities will be installed and maintained by Licensee so as to cause the minimum interference with the use of Public ROW and with the rights or reasonable convenience of property owners that adjoin Public ROW. 2.7. No Nuisance. Licensee will maintain its Network Facilities in good and safe condition so that its Network Facilities do not cause a public nuisance. 2.8. Repair. Licensee will promptly repair any damage to the Public ROW, City property, or private property if such damage is directly caused by Licensee's Work and no other Person is responsible for the damage (e.g., where a Person other than Licensee fails to accurately or timely locate its underground facilities as required by State law). Licensee will repair the damaged property to a condition equal to or better than that which existed prior to the damage. Licensee's obligation under this Section 2.8 will be limited by, and consistent with, any applicable seasonal or other restrictions on construction or restoration work. 2.9. Identification of Network Facilities. Licensee will identify its Network Facilities using an identification method mutually agreed upon by the parties, or as established by standard industry practices and reasonably directed by City if the parties cannot mutually agree on an identification method. For underground facilities, the identification will be detectable without opening the street or sidewalk. 2.10. Cooperation in Joint Trench Opportunities. Licensee will cooperate with City in identifying ways to minimize the amount of construction in the Public ROW through joint trenching, sharing duct banks, and cost sharing with City and third parties undertaking similar construction projects involving the installation of underground communications facilities. Licensee's cooperation obligation is subject to any such proposed joint trenching, duct sharing, and cost sharing opportunities being sufficiently compatible with Licensee's plans as reasonably determined by the Licensee. Without limiting the foregoing, (i) the cooperation opportunity would not be deemed sufficiently compatible with Licensee's plan where the opportunity involves different areas of the Public ROW than Licensee has permission to occupy under this Agreement, or would unreasonably delay or otherwise hinder Licensee's construction plans, and (ii) Licensee is not obligated to cooperate if Licensee enters into a commercial cooperation agreement reasonably satisfactory to the Licensee with respect to such joint trenching or other cooperation with City or the third -party, as applicable. Licensee will make good faith efforts to enter into any such commercial cooperation agreement in connection with fulfilling the foregoing cooperation obligation. 2.11 As -Built Drawings and Maps. Licensee will maintain accurate as -built drawings and maps of its Network Facilities located in City and will provide them as shapefiles and PDF to the City subject to applicable confidentiality protections. 2.12. Utility Notification Program. Licensee will participate in and be a member of the State's utility notification program, whether provided for by statute or otherwise. 2.13. Network Design. Nothing in this Agreement requires Licensee to build to all areas of City, and Licensee retains the discretion to determine the scope, location, and timing of the design and construction of the Network. Licensee, at its sole discretion, may EXECUTION VERSION— License Agreement Between City of Riverside, Missouri and Google Fiber Missouri, LLC I Page 3 of 12 Google Fiber Contract No. 993418 determine separately defined geographic areas with City where its Network Facilities will be deployed. 2.14. Access to Services. Licensee will not deny service or access, or otherwise discriminate on the availability, rates, terms, or conditions of Broadband Internet Services provided to residential subscribers on the basis of race, color, creed, religion, ancestry, national origin, gender, sexual orientation, disability, age, familial status, marital status, or status with regard to public assistance. Licensee will comply at all times with all applicable Federal, state, and local laws and regulations relating to nondiscrimination. Licensee will not deny or discriminate against any group of actual or potential residential subscribers in City on access to or the rates, terms, and conditions of Broadband Internet Services because of the income level or other demographics of the local area in which such group may be located. 2.15. Network Facilities. Network Facilities shall be installed underground, except where good cause is shown to authorize use of existing above -ground facilities. Ground - mounted pedestals customarily installed for underground Network 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. 3. City's Obligations. 3.1. Emergency Removal or Relocation by City. In the event of a public emergency that creates an imminent threat to the health, safety, or property of City or its residents, City may remove or relocate the applicable portions of the Network Facilities without prior notice to Licensee. City will, however, make best efforts to provide prior notice to Licensee before making an emergency removal or relocation. In any event, City will promptly provide to Licensee a written description of any emergency removals or relocations of Licensee's Network Facilities. Licensee will reimburse City for its actual, reasonable, and documented costs or expenses incurred for any such work performed by City. Licensee's obligation to reimburse City under this section is separate from Licensee's obligation to pay the License Fee (as defined below). 3.2. Removal of Abandoned Network Facilities, If Licensee abandons any portions of its Network Facilities ('Abandoned Network Facilities"), Licensee will notify City and will remove any aboveground facilities at its own expense at City's request within a commercially reasonable period of time. City and Licensee will discuss whether underground facilities should be abandoned in place or transferred to City, at City's option. Abandoned Network Facilities do not include Network Facilities intended for emergency use, redundant Network Facilities, or Network Facilities intended to meet future demand or capacity needs. 3.3. Relocation to Accommodate Governmental Purposes. If Licensee's Network Facilities in existence at the time would interfere with City's planned use of the Public ROW or other City property for a legitimate governmental purpose, such as construction, installation, repair, maintenance, or operation of water, sewer, or storm drain line/facilities, public roads or curb, gutter and sidewalk, parks. and recreational facilities, Licensee will, upon written notice from City, relocate its Network Facilities at Licensee's sole cost and expense to such other location or locations in the Public EXECUTION VERSION License Agreement Between City of Riverside, Missouri and Google Fiber Missouri, LLC I Page 4 of 12 Google Fiber Contract No. 993418 ROW as may be mutually agreed by the parties, taking into account the needs of the City's governmental purpose and Licensee's interest in maintaining the integrity and stability of its Network. Licensee will relocate its Network Facilities within a commercially reasonable period of time agreed to by the parties, taking into account the urgency of the need for relocation, the difficulty of the relocation, and other relevant facts and circumstances, except that City may not require Licensee to relocate or remove its Network Facilities with less than one hundred twenty (120) days' notice. 3.4. Relocation to Accommodate Non -Governmental Purposes. If Licensee's Network Facilities in existence at the time would interfere with City's planned use of the Public ROW or City property for a commercial purpose, or with a third-party's use of the Public ROW, Licensee will not be required to relocate its Network Facilities unless City or the third party enters into an agreement with Licensee under which City or the third party would, at a minimum: (a) identify and arrange for a new location for Licensee's Network Facilities that is acceptable to Licensee, (b) agree to a commercially reasonable period of time for the relocation, which in no event will be less than one hundred twenty (120) days; and (c) agree to reimburse all of Licensee's reasonable direct and indirect costs, expenses, and losses associated with the requested relocation. 3.5. Post -Removal Restoration of Public ROW. When removal or relocation is required under this Agreement, Licensee will, after the removal or relocation of the Network Facilities, at its own cost (except to the extent subject to reimbursement pursuant to Section 3.4 hereof), repair and return the Public ROW in which the facilities were located to a safe and satisfactory condition in accordance with the construction -related conditions and specifications as established by City. 3.6. Rights and Duties of Licensee Upon Expiration or Revocation. Upon expiration of the license granted under this Agreement, whether by lapse of time, by agreement between Licensee and City, or by revocation or forfeiture as provided herein, Licensee will remove from the Public ROW any and all of its Network Facilities and restore the Public ROW to as good condition as the same was before the removal was effected, ordinary wear and tear and damages not caused by Licensee excepted. In the alternative, Licensee may, with the written approval of the City Engineer, abandon some or all of the Network Facilities in place. 4. Contractors and Subcontractors. 4.1. Use of Contractors and Subcontractors. Licensee may retain contractors and subcontractors to perform the Work on Licensee's behalf. 4.2. Contractors to be Licensed. Licensee's contractors and subcontractors used for the Work will be properly licensed under applicable law. 4.3. Authorized Individuals. Licensee's contractors and subcontractors may submit individual permit applications to City on Licensee's behalf, so long as the permit applications are signed by individuals that Licensee has authorized to act on its behalf via a letter of authorization provided to City in the form attached as Exhibit A ("Authorized Individuals"). City will accept permit applications under this Agreement submitted and signed by Authorized Individuals, and will treat those applications as if they had been submitted by Licensee under this Agreement. EXECUTION VERSION License Agreement Between City of Riverside, Missouri and Google Fiber Missouri, LLC I Page 5 of 12 Google Fiber Contract No. 993418 5. Compensation for Use of Public ROW. 5.1 Licensee will pay City a fee ('License Fee") to compensate City for Licensee's use and occupancy of Public ROW pursuant to the License. Licensee and City acknowledge and agree that the License Fee provides fair and reasonable compensation for Licensee's use and occupancy of Public ROW and other City property as authorized. The License Fee will begin accruing on the Effective Date (as defined below) and will be calculated as follows: 5.2. License Fee. Licensee will pay City one percent (1%) (the "Revenue Percentage") of Gross Revenues for a calendar quarter, remitted on a quarterly basis, commencing upon the first date on which Licensee receives any Gross Revenues (as defined below). Such payments are due forty-five (45) days after the end of the calendar quarter. Upon request of the City, a payment shall be accompanied by a report showing the basis for the computation and such other relevant facts as may be required by the City to determine the accuracy of the payment. 5.2.1. As used herein, "Gross Revenues" means all consideration of any kind or nature, including without limitation, cash, credits, property, and in -kind contributions (services or goods) received by Licensee from Customers for Broadband Internet Services that are provided to Customers through Network Facilities located at least in part in Public ROW. 5.2.2. Gross Revenues do not include: any revenue not actually received, even if billed, such as bad debt refunds, rebates, or discounts made to Customers or City, (iii) revenue received from the sale of Broadband Internet Services for resale in which the purchaser is required to collect and remit similar fees from the purchaser's customer; (iv) revenue derived from the provision of Broadband Internet Services to customers where none of the Network Facilities used to provide such Broadband Internet Services are located in Public ROW, (v) any revenue derived from Services other than Broadband Internet Services, including without limitation, any revenue derived from rental of modems or other equipment used to provide or facilitate the provision of the Broadband Internet Services; (vi) any revenue derived from referral or marketing agreements with third party providers of online services which Licensee may make available to its customers, (vii) any forgone revenue from Licensee's provision of Broadband Internet Services to Customers at no charge if required by state law, (viii) any tax of general applicability imposed upon Licensee or its Customers by City or by any state, federal, or any other governmental entity, and required to be collected by Licensee and remitted to the taxing entity (including but not limited to sales and use tax, gross receipts tax, excise EXECUTION VERSION \' License Agreement Between City of Riverside, Missouri and Google Fiber Missouri, LLC I Page 6 of 12 Google Fiber Contract No. 993418 tax, utility users tax, public service tax, communications taxes, and fees not imposed by this Agreement), and (ix) any forgone revenue from Licensee's provision, in Licensee's discretion or otherwise, of free or reduced cost Broadband Internet Services to any Person, provided. however, that any forgone revenue which Licensee chooses not to receive in exchange for trades, barters, services, or other items of value will be included in Gross Revenues. 5.3. Pass Through. Licensee may identify and collect, as a separate item on the regular bill of any Customer whose Broadband Internet Services are provided by Network Facilities located at least in part in Public ROW, that Customer's pro rata amount of the License Fee. 5.4. Interest on Late Payments. Any payments that are due and payable under this Agreement that are not received within sixty (60) days from the due date will be at an annual rate equal to the prevailing commercial prime interest rate in effect upon the due date. 5.5. Change in Law. Notwithstanding anything to the contrary herein, in the event of a change in local, state, or federal law that (i) prohibits collection of any right -of -way - access fee from any provider of Broadband Internet Services or (ii) reduces the percentage of revenue on which the right -of -way -access fee paid by any provider of Broadband Internet Services is based to a percentage that is lower than the Revenue Percentage, then Licensee will have no obligation to pay the License Fee or to pay a Licensee Fee based on the Revenue Percentage, as the case may be. In the case of a reduction in the percentage of revenue on which a right -of -way -access fee may be based. the Revenue Percentage will be commensurately reduced. 6. Indemnification. 6.1. Obligations. Licensee will defend City, its officers, elected representatives, and employees, and indemnify them against any (a) settlement amounts approved by Licensee; and (b) damages and costs finally awarded against the indemnified party by a competent tribunal in any legal proceeding filed by a third party for property damage.. personal injury, or death to the extent caused by the gross negligence or willful misconduct of Licensee or its contractors arising from this Agreement ("Third Party Legal Proceeding"). 6.2. Exclusions. Section 6 (Defense and Indemnity) will not apply to the extent the underlying allegation (a) arises from or is related to the negligence or willful misconduct of an indemnified party or (b) is made by City's employee and covered under applicable workers' compensation laws. 6.3. Conditions. Section 6.1 (Obligations) is conditioned on the following: (a) City must promptly notify Licensee in writing of the Third Party Legal Proceeding and any allegation(s) that preceded the Third Party Legal Proceeding no later than fifteen (15) days after City became aware of the Third Party Legal Proceeding; (b) City must reasonably cooperate in the defense at Licensee's request, and (c) City must tender sole control of the indemnified portion of the Third Party Legal Proceeding to Licensee, subject to the following: (i) City may appoint its own non -controlling counsel, at its own expense, and (ii) any settlement requiring City to admit liability, pay money, or take (or EXECUTION VERSION' License Agreement Between City of Riverside, Missouri and Google Fiber Missouri, LLC I Page 7 of 12 Google Fiber Contract No. 993418 refrain from taking) any action, will require City's prior written consent, not to be unreasonably withheld, conditioned, or delayed. 7. Limitation of Liability. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS LIMITATION WILL BE SUBJECT TO AND MAY BE LIMITED BY APPLICABLE STATE LAW. 8. Performance Bond. Licensee will, promptly after the Effective Date, provide City with a performance bond in the amount of Five Thousand Dollars ($5,000) naming City as obligee and guaranteeing Licensee's faithful performance of its obligations under this Agreement. The performance bond will remain in full force during the Term of this Agreement. 9. Insurance. 9.1. Licensee will carry and maintain Commercial General Liability (CGL) insurance, with policy limits not less than the maximum amounts of liability set forth in Section 537.610, RSMo, and as adjusted pursuant to Section 537.610.5, RSMo, with the following features: (a) CGL primary insurance endorsement, and (b) CGL policy will include an endorsement which names City, its employees, and officers as additional insureds, provided however, that the City does not waive or intend to waive sovereign immunity. 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 Section 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. 9.2. All insurance certificates, endorsements, coverage verifications and other items required pursuant to this Agreement will be mailed directly to City's insurance compliance representative at the following address: City of Riverside Attention : City Clerk 2950 NW Vivion Road Riverside, Missouri 64150 10. Effective Date and Term. This Agreement is effective on the later of (a) the date the last party to sign executes this Agreement and (b) the date on which any implementing ordinance becomes effective in accordance with its terms and state law ("Effective Date"). The License will expire automatically on the twentieth (20th) anniversary of the Effective Date ('Original Term"), unless Licensee provides written notice of its intent to renew to City at least six (6) months prior to expiration and City does not object after thirty (30) days. The renewal term will be for five (5) years, and the same renewal process may be used for successive 5-year terms. 11. Termination. 11.1. Termination by City. City may terminate this Agreement if Licensee is in material breach of the Agreement, provided that City must first provide Licensee written notice of the breach and one hundred eighty (180) days to cure, unless the cure cannot reasonably be accomplished in that time period, in which case Licensee must commence its efforts to cure within that time period and the cure period will continue as long as such diligent efforts continue. No termination under this paragraph will be effective until the relevant cure period has expired. EXECUTION VERSION �. License Agreement Between City of Riverside, Missouri and Google Fiber Missouri. LLC I Page 8 of 12 Google Fiber Contract No. 993418 11.2. Termination by Licensee. Licensee may terminate this Agreement for convenience upon one hundred eighty (180) days' written notice to City. 12. Assignment. Except as set forth below, neither party may assign or transfer its rights or obligations under this Agreement, in whole or part, to a third party, without the written consent of the other party. Any agreed upon assignee will take the place of the assigning party, and the assigning party will be released from all of its rights and obligations upon such assignment. 12.1. Notwithstanding the foregoing, Licensee may at any time, on written notice to City, assign this Agreement and/or any or all of its rights and obligations under this Agreement: 12.1.1. to any Affiliate (as defined below) of Licensee; 12.1.2. to any successor in interest of Licensee's business operations in City in connection with any merger, acquisition, or similar transaction if Licensee determines after a reasonable investigation that the successor in interest has the resources and ability to fulfill the obligations of this Agreement; or 12.1.3. to any purchaser of all or substantially all of Licensee's Network Facilities in City if Licensee determines after a reasonable investigation that the purchaser has the resources and ability to fulfill the obligations of this Agreement. 12.2. Following any assignment of this Agreement to an Affiliate, Licensee will remain responsible for such Affiliate's performance under the terms of this Agreement. For purposes of this Agreement, (i) "Affiliate" means any Person that now or in the future, directly or indirectly controls, is controlled with or by, or is under common control with Licensee; and (ii) "control" means, with respect to: (a) a U.S. corporation, the ownership, directly or indirectly, of fifty percent (50%) or more of the voting power to elect directors thereof, or (b) a non-U.S. corporation, if the voting power to elect directors thereof is less than fifty percent (50%), the maximum amount allowed by applicable law; and (c) any other Person, fifty percent (50%) or more ownership interest in said Person, or the power to direct the management of such Person. 13. Notice. All notices related to this Agreement will be in writing and sent, if to Licensee to the email addresses set forth below, and if to City to the address set forth in City's signature block to this Agreement. Notices are effective (a) when delivered in person, (b) upon confirmation of a receipt when transmitted by facsimile transmission or by electronic mail, (c) on the next business day if transmitted by registered or certified mail, postage prepaid (with confirmation of delivery), (d) on the next business day if transmitted by overnight courier (with confirmation of delivery), or (e) three (3) days after the date of mailing, whichever is earlier. Licensee's e-mail address for notice is googlefibernotices@google.com, with a copy to legal- notices@google.com. 14. Meet and Discuss. Notwithstanding any other provision contained herein, before City or Licensee brings an action or claim before any court or regulatory body arising out of a duty or right arising under this Agreement, Licensee and City will first make a good -faith effort to resolve their dispute by discussion. 15. General Provisions. This Agreement is governed by the laws of the State of Missouri. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control. The parties agree to meet at reasonable QEXECUTION VERSION License Agreement Between City of Riverside, Missouri and Google Fiber Missouri, LLC I Page 9 of 12 Google Fiber Contract No. 993418 times on reasonable notice to discuss this Agreement or Licensee's provision of Broadband Internet Services during the term of the Agreement. This Agreement sets out all terms agreed between the parties and supersedes all previous or contemporaneous agreements between the parties relating to its subject matter. This Agreement, including any exhibits, constitutes the entire agreement between the parties related to this subject matter, and any change to its terms must be in writing and signed by the parties. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument. Each party to this Agreement agrees that Licensee may use electronic signatures. 16. Independent Counsel. Both parties expressly acknowledge that they have respectively accepted the rights herein granted under this Agreement in reliance upon their respective independent investigation and understanding of the power of authority of the parties to enter into the Agreement. The parties acknowledge by their acceptance of this Agreement that they have 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 parties acknowledge by the acceptance of this Agreement that they have each carefully read the provisions, terms, and conditions hereof and all incorporated provisions and are willing to, and do 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. [Signature page follows] EXECUTION VERSION License Agreement Between City of Riverside. Missouri and Google Fiber Missouri, LLC I Page 10 of 12 Google Fiber Contract No. 993418 Signed by authorized representatives of the parties on the dates written below. Google Fiber Missouri, LLC 2023.08.02 �4 Philipp Schindler Awhori,ed Sigrimry -05'00' (Name) (Title) Address 1600 Amphitheatre Parkway Mountain View. CA 94043 Date City of Riverside, Missouri (Authorized Signature) (Name) V''�A L4 C l2- (Title) Address ll /c 3�os-o Ai tj V r V r 0 � u TZly'rS,d Y' ro L"ql 5 o Email address. r- a4cm0 9 oV Date V Attest: - •+, � i t .ray EXECUTION VERSION License Agreement Between City of Riverside, Missouri and Google Fiber Missouri, LLC I Page 11 of 12 Google Fiber Contract No. 993418 Signed by authorized representatives of the parties on the dates written below. Google Fiber Missouri, LLC (Authorized Signature) (Name) (Title) Address: 1600 Amphitheatre Parkway Mountain View, CA 94043 Date: City of Riverside, Missouri (Authorized Signature)/ A C�r 1� ��, L- - �� (Name) V1AuoR— (Title) Address: l d9S-0 AU V; v , o of W1O LpgjS0 Email address: Kr-os L-7 ov Date: EXECUTION VERSION (a License Agreement Between City of Riverside, Missouri and Google Fiber Missouri, LLC I Page 11 of 12 Google Fiber Contract No. 993418 EXHIBIT A FORM OF LETTER OF AUTHORIZATION [LICENSEE LETTERHEAD] [Date] Via Email ([Email Address]) City of Riverside [Addressee] [Address] Re: [Amended] Letter of Authorization Dear [Name], In accordance with Section 4.3 of the License Agreement dated between the City of Riverside and Google Fiber Missouri, LLC ("Google Fiber"), Google Fiber hereby designates the following Authorized Individuals (as that term is defined in the Agreement), who may submit and sign permit applications and other submissions to the City on behalf of Google Fiber. [Insert name and title for each Authorized Individual, including any Authorized Individual previously named and whose authority continues. Strike through the names of any individuals who are no longer authorized, if any.] 1. Name, Title 2. Name, Title 3. Name, Title (previously authorized, authorization continues) 4. Name, Title (authorization withdrawn) This authorization may be withdrawn or amended and superseded by a written amendment to this Letter of Authorization, which will be effective 24 hours after receipt by the City. Kind regards, [Name] Manager, Google Fiber Missouri, LLC r-, - EXECUTION VERSION License Agreement Between City of Riverside, Missouri and Google Fiber Missouri, LLC I Page 12 of 12 Bond No. 107847502 PERFORMANCE BOND FOR THE FAITHFUL PERFORMANCE of each of the terms and stipulations oogf le the AGREEMENT er between the CITY OF RIVERSIDE and CONTRACTOR, for construction of network dated August 1 2023 , designated Ordinance / Resolution No. R-2023-106 in every particular, Google Fiber Missouri, LLC [insert name of Company], as Principal, and Travelers Casualty and Surety Company of America [insert name of surety], as Surety, hereby firmly bind themselves and their respective heirs, executors, administrators, successors, and assigns, jointly and severally, unto the City of Riverside, Missouri, ("City") in the total aggregate penal sum of Five thousand and no/100-------------------------------- Dollars ($ 5 , 000.00 ) lawful money of the United States, by these presents: THE CONDITION OF THIS OBLIGATION is such that in the event Principal shall faithfully and properly complete the Work required by the Contract Documents described in the Agreement and perform all of its duties, obligations, covenants, and conditions pursuant to the terms of the Contract Documents during the original term thereof, and any extensions thereof which may be granted by the City, including, without limitation, all warranty obligations and duties and if the Principal shall satisfy all claims and demands incurred under such Agreement, and shall fully indemnify and hold harmless the City from all costs and damages which it may suffer by reason of failure to do so, and shall reimburse and repay the City for all outlay and expense which the City may incur in making good any default, then this obligation shall be void, otherwise to remain in full force and effect. PROVIDED FURTHER, Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Work to be performed thereunder or the specifications accompanying the same shall in any way affect its obligation on this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Work or to the specifications. PROVIDED FURTHER, that it is expressly agreed that the bond shall be deemed amended automatically and immediately, without formal and separate amendments hereto, upon amendment to the Agreement not increasing the Agreement price more than twenty percent (20%), so as to bind the Principal and the Surety to the full and faithful performance of the Agreement as so amended. The term "Amendment", wherever used in this bond, and whether referring to this bond or the Agreement, shall include any alteration, addition, extension, or modification of any character whatsoever. 1 The Performance Bond above is accepted by the City this a$—day of a-r 1 ,20 a . Google Fiber Missouri, LLC CONTRACTOR AS PRINCIPAL By: (Signature) Printed Name: Title: I hereby certify that (1) I have authority to execute this document on behalf of Surety; (2) Surety has an A.M. Best rating of A- or better; (3) Surety is named in the current list of Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and Acceptable Reinsuring Companies: as published in Circular 570 (most current revision) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury; and (4) Surety is duly licensed to issue bonds in the State of Missouri and in the jurisdiction in which the Project is located. Travelers Casualty and Surety Company of America SURETY /, ON% R.- /ttlittik By: (Si . ?' re) Printed Name: JoAnn R• Frank g'wwr=oRo is Title: Attorney-in-Fact , . Date: December 19, 2023 SURETY POWER OF ATTORNEY MUST BE ATTACHED Travelers Casualty and Surety Company of America AIM Travelers Casualty and Surety Company TRAVELERS J St. Paul Fire and Marine Insurance Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint JoAnn R. Frank of St. Louis Missouri , their true and lawful Attorney(s)-in-Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed, and their corporate seals to be hereto affixed, this 21st day of April, 2021. �C ...... yw� A-P�ry aN� HARTFORD,a i H;STfFQgD, s _} CONK- ,o r• CONN. 0 l% � State of Connecticut By: City of Hartford ss. Robert Raney, Senior Vice President On this the 21st day of April, 2021, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of each of the Companies, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of said Companies by himself as a duly authorized officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. My Commission expires the 30th day of June, 2026 CtD., Anna P. Nowik, Notary Public This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of each of the Companies, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary of each of the Companies, do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which remains in full force and effect. Dated this 19th day of December 2023 NtC SUHFlY'"'�Tr ANr �� zk !�-:' HARTF1, - -c ¢ i H� O�zoom 6, CONN. iaf a �: COWL n ■K �,J/ J►/ „. Kevin E. Hughes, Assistant Secretary To verify the authenticity of this Power of Attorney, please call us at 1-800-421-3880. Please refer to the above -named Attorney(s)-in-Fact and the details of the bond to which this Power of Attomey is attached. TRAVELERS SURETY BOND ELECTRONIC SIGNATURE & SEAL ADDENDUM TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA Travelers Casualty and Surety Company of America ("Travelers' has authorized its Attorneys -in -Fact to utilize an electronic, facsimile, or digital signature (each an "Electronic Signature's to execute bonds on behalf of Travelers and has further authorized its Attorneys -in -Fact to attach this Addendum to any such bonds. Travelers hereby acknowledges and agrees that the attached bond executed by the Attorney -in -Fact on behalf of Travelers with an Electronic Signature shall have the same force and effect as if executed by the Attorney -in -Fact with a wet ink signature. Travelers also hereby agrees that the seal below shall be deemed affixed to the attached bond to the same extent as if Travelers' raised corporate seal was physically affixed to the face of the bond. Dated this 22nd day of September, 2020. Travelers Casualty and Surety Company of America By: 444d Robert L. Raney, Senio ice President