Loading...
HomeMy WebLinkAbout22-77 Approving Site License Agreement Rocky Mountain Ham Radio, Inc. 07-13-2022RESOLUTION N0. 22-71 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, 20LORADO APPROVING A SITE LICENSE AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND ROCKY MOUNTAIN HAM RADIO INC WHEREAS, Rocky Mountain Ham Radio Inc ("Company") has had a longstanding agreement with the Town of Firestone ("Town") which permits the Company to operate and maintain a tower and radio transmission facility upon property within the Town's Public Works Facility, and WHEREAS, to comply with best practices the Agreement must be updated to ensure for example, that the Company's use is subject to a revocable site license agreement, does not interfere with the Town's operations, that its activities are in compliance with the rules and regulations of the Federal Communications Commission and the Firestone Development Code, and that the Company has insurance and agrees to indemnify the Town for any damage or loss resulting from its use. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Site License Agreement between the Town of Firestone and Rocky Mountain Ham Radio Inc is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this1*day / JAI M SEAL •� �i % Drew Alan Peterson May J�t do • i ®r _/ '11 • • kPPROVZJ AS *` I . •'r J • SITE LICENSE AGREEMENT THIS SITE LICENSE AGREEMENT, is entered into this 27th day of June , 2022 ("Effective )ate") between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 9950 Park Avenue, Firestone, Colorado 80504 (the "Town"), and ROCKY MOUNTAIN HAM RADIO INC. 5236 Bear Mountain Drive, Evergreen, Colorado 80439 ("Company") (collectively, the "Parties"). Grant of License Premises. The Town grants to Company a revocable Site License to locate, operate, , repair and maintain its tower and radio transmission equipment ( collectively "Facility") f located at the Town's Public Works facility at 7500 County Road 20, Firestone, CO 80504-6727 (the "Premises"). II. Section 2. Limited Use of Premises; Emergency Use. The Premises are licensed to Company only for the sole purpose of access to and the operation, maintenance, and repair of the Facility. The Premises shall only be used for amateur radio service in compliance with the requirements of the Federal Communications Commission and the Firestone Development Code Title 16 of the Firestone Municipal Code as same may be amended from time to time. . In the event of an emergency situation, Company shall cooperate with the Town to allow the Facility to be used without cost to the Town to provide public safety radio services. III. Term And Termination. A. This Agreement shall commence on the Effective Date, and shall continue for a term of two years and may be renewed for two additional consecutive two year terms upon the Company providing the Town not less than 60 days prior written notice before the expiration of the current term. The Town in its sole discretion may grant or deny such request. B. Either Party may terminate this Agreement with or without cause upon 60 days advance written notice to the other party. IV. Company's Obligation. Company shall be solely responsible for all costs and expenses related to the operation, maintenance and repair of the Facility. V. Premises Taken "As -Is"; Security of Propert rL.Company accepts the Premises in its current configuration and in an "as is" "with all faults" condition, without any implied warranties of habitability, fitness or suitability for Company's purposes. The Town has no obligation to make improvements to satisfy the needs or desires of Company. The Town shall have no responsibility, liability, or obligation with respect to the safety or security of the Facility, or any other property of Company located at or near the Premises, it being acknowledged and understood by Company that the safety and security of the Facility is the sole responsibility and risk of Company. VI. .Ingress and Egress. A. Access to and from the Premises shall be solely along routes designated by the Town. Company may make use of a key provided by the Town for after-hours access; provided, however, that such key shall be used only by persons previously designated in writing to the Town. The Town may require that Company be accompanied by Town personnel during any access to the Premises. Company shall make every effort to coordinate with 1 the Public Works Director in advance of all access to and activities upon the Premises. Company shall maintain at the Premises and make available to the Town a log of all visits to the Premises, including the date of the visit and the names of any Company's employee, agent or contractor accessing the Premises. B. The Town shall have the right to enter into the Premises at any time during the term of this Agreement for any purpose or activity of the Town. If any such entry or activity results in disruption of the Facility, the Town shall not be required to make any repairs to the Facility resulting from such disruption.. Except in the cases of emergency, the Town shall strive to provide Company forty-eight (48) hours advance notice of any activity by the Town that may disrupt the Facility's operations. The Town retains the right to place improvements upon or otherwise modify the Premises. VII. No Acquired Interest; Easements and Other Interests. A. Company agrees it does not have or claim, and shall not at any time in the future have or claim, any ownership interest or estate in the Premises, or any other interest in real property included in the Premises, by virtue of this Agreement or any occupancy or use of the Premises. B. Without limiting the foregoing, Company shall be solely responsible for obtaining any access easements or similar permissions needed for it to access the site from public rights -of -way. C. Company understands that this Agreement is subject to all easements and other interests of record applicable to the Premises prior to the date of this Agreement. Company shall be solely responsible for coordinating its activities hereunder with the holders of such franchise agreements or of such easements or other interests of record, and for obtaining any required permission for such activities from such holders if required by the terms of such franchises or easements or other interests. VIII. Communications Interference. Company acknowledges that the Town including its fire district and emergency service providers ("Emergency Service Providers") in the performance of their duties, operate, or may operate, on the Premises and other Town -owned property, radio, telecommunications, and other similar equipment or facilities.. Company acknowledges and agrees that the Town and its Emergency Service Provider's use of such radio, telecommunications, and other similar equipment and facilities shall be paramount and shall without exception take precedence over Company's use, whether the Town or its Emergency Service Provider's equipment predates or postdates the installation of the Company's Facility , and that Company's use of the Premises shall not in any manner cause interference with the operations and duties of the Town or its Emergency Service Providers.. The Town shall provide Company with written notice of any claim that the Company's operations or equipment are the cause of interference to the Town's or the Emergency Service Provider's telecommunications, and other similar communications facilities or equipment, or any of the Town's or the Emergency Service Provider's radio frequency operations. Company shall investigate such claim of interference, working jointly, as may be required, with the Town 2 and/or the affected Emergency Service Provider. In the event that Company's use is the sole or a contributing cause thereof, Company shall, at its own expense eliminate such interference without modification to the facilities of the Town or the affected Emergency Service Provider. In the event Company is unable to eliminate such interference within 30 days of being notified hereof, the Town at its option may terminate this Agreement. No additional cure period shall apply to any termination under this Section. IX. Permits and Maintenance. Company agrees to take such actions as are necessary to ensure that its Facility and activities upon the Premises are operated and conducted in a good and safe condition and manner at all times. Company shall maintain the Facility so as to reasonably resemble and/or blend in appearance with the existing Public Works facility. Company shall be responsible at its expense for securing any approvals required by the Town or any other governmental entities for the installation, operation, repair and maintenance of the Facility, and for ensuring the same are in full compliance with any approvals required by the Town or other governmental entities or pursuant to the Firestone Municipal Code. Company acknowledges and agrees that the issuance by the Town of any land use, zoning, building or other permits or approvals for the proposed use are matters subject to the regulatory authority and quasi-judicial or administrative discretion of the Town. No promise of or agreement to the issuance of such approvals and permits have been given or made by the Town. Company further agrees to comply at all times with all applicable laws, rules and regulations in Company's use and occupancy of the Premises. X. Protection of Town Facilities. In the exercise of its rights pursuant to this Agreement, Company shall exercise reasonable care to prevent and avoid any damage to or interference with any of the Town's installations, buildings, structures, utilities, or improvements on, under, or adjacent to the Premises. Company shall cease all such actions causing such damage or interference immediately upon notice from the Town. Company shall be solely responsible for any damages suffered by the Town or others as a result of Company's use and occupancy of the Premises. XI. Utilities and Liens. If required by the Town, Company shall be responsible for all utilities required by its use of the Premises. Utilities shall be installed only in locations and according to plans approved in advance by the Town. Company shall not permit any mechanic's liens or other liens to be placed upon the Premises or any Town -owned property, and in the case of the filing of the same, will immediately obtain release of such lien. If any lien is not discharged to the satisfaction of the Town within 30 days, the Town shall have the right, but not the obligation, to pay and discharge the same and recover from Company all payments made and all costs, attorneys' fees and other expenses incurred by the Town. XII. Assignment and Subleasing. Company shall not assign or transfer this Agreement, or any interest herein, without the prior written consent of Town, and a consent to an assignment shall not be deemed to be a consent to any subsequent assignment. XIII. Notices. All notices, demands or other writings which this Agreement requires to be delivered, or which may be delivered by either party hereto to the other shall be deemed to have been fully delivered, when made in writing personally served or deposited in the United States mail, postage prepaid and delivered to the addresses listed above. Facsimile 3 transmissions & electronic mail with proof of receipt are also means of delivering these communications. Any change of address must be given in writing to either party. XIV. Indemnification. Company shall indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Company, any subcontractor of Company, or any officer, employee, representative, or agent of Company, or which arise out of a worker's compensation claim of any employee of Company or of any employee of any subcontractor of Company. XV. Insurance. A. Company agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Company pursuant to this Agreement. At a minimum, Company shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1. Worker's Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests' provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees, or its Company shall be excess and not contributory insurance to that provided by Contractor. Company shall be solely responsible for any deductible losses under any policy. C. Company shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. XVI. Removal of Facilities and Performance Guarantee. No later than sixty (60) days after the termination of this Agreement, by expiration or otherwise, Company will, at its sole expense, dismantle and remove the Facility and all associated property and fixtures from the Premises, repair any damage to the Premises, and return the Premises to the Town in good, usable 0 condition, normal wear and tear and casualty excepted. If Company fails to remove the Facilities within sixty (60) days of the termination or expiration of this Agreement, the Town shall notify Company in writing that the Town will remove the Facility and all associated property and fixtures and store the same at Company's expense. Failure of Company to remove the Facility from storage and to reimburse the Town for any and all costs actually incurred in such removal and storage ("Costs"), within sixty (60) days of removal of the Facility, will result in the Facility being deemed abandoned and title of same will vest in the Town. The Town shall have no obligation or liability to Company in connection with any property or fixtures remaining on the Premises at the expiration of such 60-day period. The duties of Company described in this Section shall survive termination of this Agreement. XVII. Hazardous Waste. Company shall not keep any hazardous materials in or about the Premises without prior written consent of the Town, which will be granted or denied in the Town's sole discretion. "Hazardous material" includes but is not limited to asbestos, other asbestosis material (which is currently or may be designated in the future as a hazardous material), any petroleum base products, pesticides, paints and solvents, polychlorinated biphenyl, lead, cyanide, DDT, acids, ammonium compounds, and other chemical products (excluding commercially used cleaning materials in ordinary quantities) and any substance or material defined or designated as a hazardous or toxic substance, or similar term, by any federal, state, or local law. XVIII. Relationship Between Parties. Nothing herein contained shall be deemed or constructed by the parties hereto, nor by any third party, as creating the relationship of principal and agent, or of partnership, or of joint venture between the parties hereto, it being understood and agreed that neither the provisions hereof nor any acts of the parties shall be deemed to create any relationship between the parties hereto other than the relationship of licensor and licensee. XIX. Severability. If any section, subsection, or provision of this Agreement or the application thereof shall be held to be invalid and unenforceable for any reason, each remaining section, subsection, term or provision of this Agreement shall be valid or enforceable to the fullest extent permitted by law. XX. Colorado Law: This Agreement is governed by the law of the State of Colorado and venue for any litigation shall be the District Court for Weld County. XXI. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all other prior and contemporaneous agreements, representations and understandings of the parties regarding the subject matter of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties. XXII. No Waiver: Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms and obligations of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. 5 APPROVE William P. Hayashi, Town Attorney TOWN rIREST VE, COLORADO Drew Alan Peterson, Mayor ROCKY MOUNTAIN HAM RADIO INC. By: �et��Gf�uc�iit Robert Wright President Rocky Mountain Ham Radio