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HomeMy WebLinkAbout2007-03• Ordinance 2007-03 Franchise Agreement between the Town of Pulaski and Wiredog • Adopted: March 6, 2007 Efctive: March 6, 2007 ORDINANCE 2007-03 FRANCHISE AGREEMENT BETWEEN THE TOWN OF PULASKI AND WIREDOG WHEREAS, the Town Council of the Town of Pulaski has determined that it is in the best interest of its citizens and consistent with their health, safety and general welfare to provide wireless broadband services to the Town of Pulaski; and, NOW, THEREFORE be it ORDAINED b~r the Town Council of the Town of Pulaski, Virginia sitting in regular session this 6 h day of March, 2007, that the Franchise Agreement attached hereto as Exhibit A is expressly made a part hereof as if set out in full and is hereby adopted. Additionally, the Town Manager is hereby authorized to execute same. This ordinance is effective upon adoption and is hereby adopted this 6th day of March, 2007 by the duly recorded vote of the Town Council of the Town of Pulaski, Virginia as follows: • Jeffrey S. Worrell -Aye Dan Talbert, Jr. -Aye Lane R. Penn -Aye Attest: ~~ Patricia Cruise, Clerk of Council Joel B. Burchett, Jr. -Aye David L. Clark -Aye Larry Clevinger, II -Aye THE TOWN OF PULASKI, VIRGINIA ~~ ~. Charles L. Wade, Mayor • I, Patricia Cruise, Clerk of Council, certify that the forgoing Ordinance 2007-03 Franchise Agreement between the Town of Pulaski and Wiredog is a true and correct copy as adopted by the Pulaski Town Council at their regular meeting on March 6, 2007. r: Patricia Cruise, Clerk of Council TC/c/ordinance/certification 20Q7-03 TO. Mayor and Members of Taum Cowtil PROM: Trish Cruise DATE'. March b, 200J R@ AnecheA frwchfsa ageemwt wiN Wire DOg John asked me to let you know that Nis ageemmt is basical ly the same agmoment Nat was dismbured m you at the Ianuary 23, 200'1 meauvg. Thane have been no substsntial change ThaNcs. FRANCHI56 AGREEMENT This Pmnehise Agreement ("Agmemwt") is made end entered into as of Min day oC 200 ("Etftive Date"), by and between The Town of Pulaski ("TOwu'S and Wre Dog Commwioationy a wrporauon ("Wire Dog Communications").'Che Towo and Wire Dog Communications maybe referred to herein individually ass "Parry", and collectivelyas the "Parties" BACKGROUND A. The Town owns, operates and maimaia~ certain stmet light, traffic signal poles, and the mieted support arms and wweeting hardware, witM1in tM1e Town of Pulaski (collectively "Town Owned Poles"} H. 'Che Town owns, operates and maintains wrtain buildings and o[hu reel property within the Tovm ofPUlaski (eollectively "Towo Promises").The Town Owned Pales and Tovm Premises shall be Jointly referred to as "Yawn Pmpetly." CThe Town seeks to grant Wire Dog Communications the right m use the Town Pmpeny for the enstmmiey maintenenec, operation aad upgrade ofeTown-wide wireless broadband system, for the benefit of residents, businesses end govunmevt in the Town. D. W ireDOg Communioetiom denims to euecb its radios, amennae gateways, whey cables, fibeq filters, amplifiers and other equipment, end swi¢hing, pmeessing, monitoring, transmission and disailndion wmpancnts of its broadband wireless system comprise4 oftheequipmen[described on Exhibit A, and substantially .timiler equipmem as further described in Section LS huaoP (collectively "Approved Equipment") to Town Property far the putposeof installing, opemung and maimeiving a wireless broadband netwod in [hc Town ("Network"). & Wire Dog Communications denims to off wireless bmadbwd serviws by mewsoftheNetwodc ae more fully described in Reuion 1.2 hereof (the"services") ro msidenfial, business and mwieipel cusmmers in the Town. NOW,THEREFORE, in wnsidemtion ofthe above refuenwd morals wd Me following mutual nevty agrumeme, and obligations of the Parties, and with the intention to be legally bowd hereby, Wire Dog Communications wd the Town egme as set forth above and as follows. L SCOPE OF AGREEMENT 1.1 Cons rucfomfNetwork. Wim Dog Communications shallestablish, conswct, oxm, operatq upgrade and maintain the Network in accordance with this Agreemwt. ~m Dog Communications itselCmay pu6rtn the work rrquired m install and maivteln its Approved Equipment, m operate the Network, and m meet its otherobliga[ions under this Agrwmenq and Wire Dog Communications may also use cwhactors or agents for such puryoses, provided that Wire Dog Communicatons shall remain responsible for wmpliance with all of the revs olYhis Agrecmmt. 1.2 Non-Exclusive Permission. The Tawn hereby gmntsm Wire DOg Communication the permissiom on a nonexclusive basis for five (5) yeah, m a¢aeh, install, mmml, operate, meivtvq repaiq replace, reeuazh, reinsmll, relocate, evd remove Approved Equipmem on and from Town Properly, all (or the limited pugwse ofproviding Wire Dag Communication's services within the Town, subject m the terms o[ this Agmemen4 end all applicable laws and regulauons_ Aceess to the Town PmpuTy shall be Bulged to the terms of tFe licenses required by this Agreement to access Towv Pmperry and any required pennits_ The "services" shall mvsist ofO wireless broadband Imeme[ access provided by Wire DOg Communiradons to its subscribers by means of tFe Network and using IEEE standards 802.11 and 802.16 (wmmovly known as ^ WiFi' and "W iMax") end protooolsas requireA to rapport 1Fe Network, or substantally similar suwessor technologies such as IEEG standard 80212; (ii) fireless services provided by Wire Dog Communications to its subscribers within the Network osing IEEE smndards 602.1 Ix and 802.16 or substantially similar soocessortechnelogies, bra without using the lntemer, (iii)evyotheservices Natcan be provided by means of tFe Approved Equipment, with the exception of cable evd w)ac ss to the Network by other sevice provides in ordain allow such provider to provide the foregoing wireless broadband Ivremet access service end wireless services to the subscribes of such other service provides. Wire Dog Communicadovs may use the Netwode to provide cable services iv the Town if Wire Dog Cemmuniations has fatobtaived a franohiseor otherapplicable eulhoriaetion from the TOwq iv aceordance with applicable law. For purposes of this section, the term "cable services" shall be defined es it is under tFe Communicatiow Ad of 1934, as amended. Except as otherwise provided in This Agreement Wire Dog Communications shall obtain and maintain in forceell licenses, permits, intellectual propmy rights anti other pertnissiov require4 for it to wnswq and operate tFe Network and provide the Services- IJ UseefA edE .Wire DOg Communications approved equipmentshell be used exclusively by Wire Dog Communications solely for the rendeivg of servic es. This provision shall not be comWed to prohibit Wire Dog Communications fiom selling acccss m the Network m other service providers on a wholesale basis, for the dimct provision or resale ofservioes m end use¢ In opueting the Network Wire Dog Communications is committed to in good faith provide an open acess system on which lhiN parties can provide services enabled by the Network shat may be competitive with each otFerand Wire Dog Communications.In sevingpricing and other obliga[iovs far service providers, Wire Dog Communications shall treat tmilarly situated service providers in a similar mamteg which may indode the requirement for reciprocal access to the service provideds velwodrs 1 4 S b' Ri h fT dOth N P !n .The permissionsgranted to Wne Dog Communications pursuant to this Agreement shall be: 61 ex fired by Wire Dog COmmunicatiorn at Wire DOg COmmwicafion's sole dskend exprcee{(it) subject to the rights of the Town m use end pemit other to vse Tawn Pmperry, provided that any future &am of mch righ¢ does not have the effect ofsubstantially defeating the puryoscs of tbix Agreemem', end Oi0 sub]ed to all deeds, easements, dedications, oooditionx, cmvenan6,rastnetionx, enoumbrances, claims oPUtle, leases, licenses, permits, permissioq antl rights (whether recorded or umxorded) ofothers or that may aRect the Town Property, specifcally including all rights of the Virginia Daparvnent of Transportation ("VDO9"') ,provided the Town will noti[y Wire Dog Gmmonicatiow o[ any such rights or obligations that efl'xt Wire Dog Communications access to or use ofamy Town Property ofwhich the Town becomes are. As of the Effective Date, the Town is not aware of any existing rights that would substantially interfere with Wire Dag Communications use of the Town Property az contemplated by this Agreemem and [he applicable Exhibits, ben the Town has conducted no investigation intothe exisrenceofany suchrightx, and makes ranties ovepresentitions regarding the existence ofany such rights az of the Efieeuve Date. Thix Agmzment grants a mere liwnse with axpect to the right b ccupy any particular Town Pole or Town Premises. Nothing in this Agreementshell bedeemed to grant, wvvey, create, or vest any met properly interest in Wire DOg m rmmmnOl ra110ns,irtcluding any fe or euehold interest or easement. LS Onl A dF b hd T P .Approved Eqoipmem shall be instilled in substantially similar to the instillation spccifcations and configurations shown In the drawings and phomgrapbs in Exhibit A. Any nstalletinn method orconfgumfion that is not substantially similar to an inxtallation method or wnflgumuon described in Exhibit A shall not be empleyed without Ne prior wrinen permission of the Towq such permission rot to be utveasonably withheld or delayed. In determining whether an installation method is substantially ~milar, [he Town may wnsider whether such method causes materially greeter damage to Town Property than the existing method. Wire DOg Cotrununicmiota may amend Exhibit q to inolude new or diRerwtequipmevtthat is substantiallysimilarto Approved Equipmem already iv use by submitting information to mplace or supplement infomation in Exhibit A and requesting the Town's approval of such changes which shall not be u onebly withheld or delayed. If Wire Dog Commuvicauow does oat receiv soy response from the Town within vinery (90) days of written noun to the Town, then rvch installation method, wnfigumtiov or equipment will be deemed approved by the Town and Exhibit A shall be deemed mvdifed.If W ire Dog Communications insmlls any equipment otherthan APProved Egoipmen[, W ire Dog Communica[ioms shall promptly remove sachequipmentat its sale cast and expense upon entice from the Town. or the Town may do so at Wire Dog Communications sole mxt and expense. 1.6 hatallatlon ov Pi ve a Pr . Equipment to be installed on private property shall comply with all genually applicable Town ordinaitcesand regulatiow, incuding, but vo[ limited to, the Town's Zovivg Ordinenw. IJ Co-loca- a Nothing in this Agreement shall be deemed to obligate the Town to gran) Wire Dog Cammunications permissiama use any paniwlar fauliryor property nat covered by Ibis Agreement. The Town reserves the right to enter into other agreements for the same or different services and the right m enter into cv-location agreemevts with other persons o entities including but not limited tq telewmmwicetiona and information services providers, for use oPTOwn Properly subject m the Town's obligations undo this Agreement No other person or entity shall be permitted to m-locate any feeitties with APProved Equipment or Town Property until such person or entity frst enters into a separate a&eemem with [he Town. 2. USE OF TO WN PROPERTY 2-1 Ceneral Permit. The Towv hereby grants to Wire Dog Commuvicatons a gevusl permit for construction required or aPPropriate in order to install and maintain the Approved Equipmeur on Town Propmy ("General Permit"). The Grneml Permit shall authorize Wire Dog Communications to install Approved Equipment without obtaining individual permits governing such inalallations, provided that Wire Dog Communications wmplies with all requirements of applicable Town Code provisions, regulations and srendard permit conditions governing construction and safety smndards and procedures The General Permit does not authorize Wire Dog Comm rztions ro perform any eonsWelion or othu activity in the public rights-of--way withom Eirst obtaining a Righoobway permit from the Town. In addition, Wire Dog Communications may be required m obtain a laneclosure permit submit a maintenance of traffc plan and severe additional Permits and approvals az required by the Virginia Work Area Protection Manual, effutivelanuary 1,1996, as emended, and otherapplicable local, state and fedual laws and regulatons. 22 Placement on Town YOlcs. TheTown herebygravrs to Wire Dog Communicationse license to place Approved Equipmem on the Town Poles ateny lime doringlhe Tenn ofthis Agreement subject m applicable zoningrequirements "Installed Town Poles" shall refer m any Town Pole on which Approved Equipment is actually insmlled pursuant to this Agrcement. Wire Dog Communications will submit an installation plan for the initial conswction of Ne Network in comeuion with the permitting process. Wire Dog Communieedons insmllation(s) shall be performed in such e annu as not m interfere with the strew light services oPNe Town or the operation of traffic signals- W ithin ninety (907 Uays aHer We ovmpletiov ofall insallatiov on the Town Poles that Wire Dag Communicatons then intends to install, Wire Dag Communications shall give mitten notice to the Town designafiog the Tawn Poles n which Wire Dog Communications has installed Approved Equipmrnt("Plazement Notice").tech Placemem Notice shall include, m hard copy and elemronic format, a full rot of asbuilt drawings, showing in derail the exact location of Wire Dog Communications facilities on Town Propetty, and clearly identifying each of the Town Poles and Town Premises ro which such facilities have barn attached. The Town will not ob7eet to Placement Notices provided that the items desuibed in the notice a¢ otherwise Approved Equipment. 22.1 The Town of Pulaski shall beentitled to pumhese wireless equipment et the price oCS650.OD pu node (minimum of 3) and Town snail provide spaoe iC vaileble_ Wire dog snail matchtne number ofnodea pmenased byme Town m en effort ro double me area cvvuege. ?22 Town shell provide pewcrfor each node ants own expense, not t0 exceed an eatimatzd wa offive dollars ($5.00) pernode aMUelly. 2.2.J Town Hereby agrees with Wire Dog (or a [arm o!5 years from the dale of ecution of This Agmement and Wire Dog shall be wti0ed to locate its equipment on Town property es provided in [his Agreement at vo charge 22J 1'ownshall provideto Wire Dogat no cost, building penni[s forconstruction of the network. Wire Dog shall submit drawings saisfacmry ro the Tovm code cnmpnanworceer. All national, amte ana mealwdes am nminancea shall be met by Wire Dog 22.5 Wire Dog shall be permi¢ed m advertise in and on Town facilities in aecomanw with mwl orainanaea- 2 J Use of Town Preni ses. TM1e Town hereby gmn¢ to Wire Dag Communicadova a liwnre durin6 the Tenn to inamll Approved Equipmem dirwtly on the Town Premises, and to opemtc and maintain Approved Equipment et those Iocafions, subject m appliwblezoning requiremems. ~re Dog Communiwtiws shall execute 8 scpmate liwnse with respell to eacM1 orthe TOwn Premises, Each In the form. W Ire Dog Communications shall be entitled to access the Town Premises mr purywes of installation, inspeotioq repair, removal and upgmdeofApproved Equipment on the terms specified in each individual license. the Town Matmgu or his deeigvee is hereby aumorized to execue individual licenses in the Porm of additional Town Premises and Approved Equipment witnovt menwea:ity o[further approvals by the 'fawn Cowcil. 2A No Exclu 'v .Wire DOg Communications shall not nave the exclusiverightro se or occupy any Town Poles or Town Premises. Wire Dog Communiw[ions agrees that, for purposes of the Town Property only and the FCC's Over-the-Air Rewption Devices (OTARD) rule, 49 CF.R.J L4000. C7 Wire Dog Communications rights m use Town Property pursuant to this Agreement or any inaiviaval ace rewae do not cnnsnmm a direct or inanwt owneranip or leasennla imereat; (n) nn a p(me Tewn empem mat wire Dog Commwicatinna naa me aght to naa pusnant m mie Agreement or any inamidnal site uwnae is within me exclusive vac or wv¢ol of Wire Dag Communieatiovs', and (iii) no provision o[ this Agreement or any individual site license impairs the installation, maimenancq or use of any Approved F,quipmenl. 2.5 No Inlerfeanoe. Wire Dog Communications shall, at its own exPoOSe, install, operate, and maintain Approved Equipment on Town Pmcerty in a good and workmanlike manner and in accoNance with applicable Town, state and federal laws, ordinances and regulations, including, without limitation, any applicable regulatlons of the Federal Communications Commission. 2.5.1 Wire Dag Communications shall inspect, wnstruct, and maintain the Approved Equipment in a roamer that will rant cause unreasonable physical intufermce to Town end olhu tenants or liwnsees of the Town Premises, including without limitation the opualion or use of any portion of the unitary sewers, sm~m sewers and drains, water mains, gas mains, poles, or olhw Towo Property, exwpt to the extent conlempleted by a permit orolhu applicable liwnse. Wire Dog Communiralions shell also avoid physically blocking the transmissions of radio equipmem opuated by the Town and rranls that it will maintain and mplaoeall equipmem and keep in good and workmao-like condition al no expense b Town. 25 2 Other Wire Dog obligations; Wire Dog shall provide the Town ivtemet access ro all installed wireless equipment and fine usu end technical support. 2SJ Wirc Dog hueby agrees to provide ( inrernel awes to term of Ibis Agreemen[at IheTOwn Mmicipel building and network plus3o full wireless imeme[eccess acwums to be used by Town employees and theiragenta at no charge for the duration ofthis Agreemwt. Wire Dog hardware charges ere cot included within this Agreemme Wire Dag shall fulfiweomply with all requirements in Exhibit C mtached hereto and made a pert hereof. 2.5.4 Wire Dog shall make a good faith attempt to establish a physical retail presence in Town and shall obtain a business liwase_ 2.5.5 Wire Dog shall ofkr to the public, competitively priced services and shall appear amuelly before Town Council ofTOwn of Pulaski for approval ofall fees and/or charges for services. 2.5 6 Wim Dog Communications is not obligated m conduct any tests, studies or Investigations. Wire Dog Commaniwtions shall operate the Approved Equipmrnt in er that will not cause harmful radio frryuency interference ("RF Inmrfuence''7 to the Tmvn and other teomisor lieenseaof the Town Premises.All operations by Wlre Dog Communications shall bein ompliance with all Federal Communications Commission ("FCC") requiamems and all othu applicable laws, nodes, rules and mguletiona 25J Subsequentto the installation oflhe Approved F,quipment, Town shall, to the exrem practicablewithom IimiHng (heTown's ability m conduct itsactivilies cordance with its nonnel practices, attempt to avoid causing RF Imerference to or physically blocking the signals of Approved Equipmen[. The Town shall also inform n w tenants of Town Property o which Approve4 Equipment has been installed oflhe exlstenceend localionofsuch Approved Equipmem and shall obligate each new tenant in its leaze to opeate its equipment iv compliance with all applicable PCC regulalion4 to use commercially maso~bleeffons not to reuse RFlmerfuenceor m rouse physical ivtcrferencewith McApproved Equipment instilled on We PamiseG and ifthenewtenam causes RF Imerference to the Approved Egnipmen4 to participate in the inlufereoce resolution process described in Section 2.fi 4. 25.8 In the event eitherpatty mRem from REImmPo¢nce as a result oflhe euiorts oflhe other party,the affected party shell givetheo0er parrywrihw noticeof the nature oCRF Imerference, including any studies that demonstrateor may have been performed in connection with such RF Interference. The ponies shall then meet end mutually wopuate to determine the cause of the RP Iotuference and agree on e method for eliminating the RF Intesferency or reducing it m an acceptable level. 25.9 Subject to the Town's obligallons sal forth in Sermon 2.6.3 and 2.6.4, the Town shall have no liability to Wlre Dog Communications for RF Imerference caused by any third parry, provided thatlhe foregoing provisions shall mtalfecl Wire Dog Communications ngh[s regarding the pmcedum for msolvivg Inleference in this Agreemenl_ The Town shall exucise i6 best efforts m assist in the rwolutiev of any dispme regarding RF Imerfeence used by the activities ofan occupant ofTOwn propertyother than Wim Dog Commwications or the Town. 2.6 Substitution. Atanytimeduring the Tenn, Wire DCg Communications shall have the right to install, mainteio and use Approved Equipmem described in its Placement Notice and any upgraded Approved Lquipmenl later installed on Town Poles or Town Pamisez I[ Wire Dog Commwicetions determines that a drsignaced Town Pole rstmot or should not be used for the Network, during installation nr thereaNer, Wire Dog Communications may install Approved Fquipmenton another Town Pole. In such event, Wire Dog Communications shall notify the'rown, by an amended Placemwt Notice ("Amended Placement Notice"), within thirty (30) days after the ivstillalicn ofApproved Equipment on thesubstilula Town Pole The Town will rot object to an Amended Plaeemevl Notirs, provided (hat the items described in the entice are otherwise Approved Equipment. 29 AddTon ofTowv Poles. Al any lime during the Term o[this Agreement, Wire DOg Communiea[ions shall be entitled to place additional, upgraded, or replacement Approved Equipment on any Town Poles, and to modify the location of existing Approved Equipment and to designate additional Town Poles for installation of Approved Equipment by following the natifcetion procedure sal forth in Nis A&eemem and the aggregate total number ofinmalled Town Pales shall be adjusted accortliogly. 2.8 Reduction ofiown Poles. Atanytime dunn6 Ne Termofthis Agreemenq Wire Dog Commvvirations shall be entitled to remove any of Wire Dog Communications Approved Equipment from any or all ofthe Insmlled Town Poles and Ne aggregate umber of Installed Town Poles. If Wlre Dog Commwloationa re any Approved Equipmem from any of the Installed Town Poles, then W ies Dog Communications shell, wiNiothircy(30)deys after such removal, givenoficethereof to the Towa, specifying the Inatalled'fown Poles vacated end the lowtionthereof, as well as the dale of removal The rights gamed by this Section 2.9 shall rot be exucised inaway Char would def tNe invnt o[Nis Agreement. 2.9 Revleoemm In the event any Installed Town Poles are m be replaced, apuireA altued or made incepacimted by power interruption or olhu reasons, the Town shall give Wire Dog Communications reasonableadvamc wriuen notice which shall beat least thirty (30J days advance written notice, exveptaa described in Section 2.1 L If the Town removes, repairs or alters Installed Town Poles iF such a way that W is Dog Communications is required to rcmoveand/or reinstall the Approved Equipmwl on such Installed Town Poles as contempla¢d in Nis Agreement, then Wire Dog Communications shall beentitled to reinstall onany other Town Pole ehosw by Wire Dog Communications az soon as Wire Dog Communieadona elects and the Town shall not charge Wire Dog Communications any fees for obtaining approval of any substitute Installe4 Town Poles. Wire Dog Communications may elect to mlowro, replace or transfer Approved Equipment from all, some or none of the affected Installed Town Poles to replacemem Town Poles. 2.1o EmuE~ev y. In caze ofan emergency ors EOrceM jor Event (az defined below), Na Town may remove Approved Equipment as required, if the Town determines it is easary to prefect the safety ofthe public from imminentdangcr. in theevem ofan nmergencg the Town shell make r Doable efiarcs to give Wire Dag Communications oral votive of the nature ofthe emergency and the reasons that tha Approved Equipment must beremoved beforethc removal rakes place. Iv anyevent, the Towo shall notify Wire Dog Commwicadons ofthe nawre ofthe emmgency and the reasons that the Approved Equipment moat be removed az soon as reasonably practical. The Town shall store and protect any equipment removed by the Town mtil it is reclaimed by Wire Dog Commwications. 2.11 Damaeed Pole.lfan Installed Town Pole isfully or panislly destroyed or damageQ and as a result thereof W ire Dog Communications is unable to conduct itsopnations such Installed Town Pole in a manner that is functionally egvivalem m Wire Dog Communications opemtiovs before ouch evw4 Wire Dog Communicatiova will so notify the Town in writing once Wire Dag Communications becomes aware ofsuch destmo0on or damage. The Town shall give W ire Dog Communicaliona reasonable notice of whethu or muhe Town intends to repeiq rebuild or restore the applicable Installed Town Pole If the'COwn removes an Installed Towv Pole on which Wire Dog Communications has installed Approved Equipment for any reason then the Town shall giveWia DOg Commmications reaaonablevotioeandprotanand return to Wire Dog Communications the Approved Equipmem installed on thou Installed Town Poles. Iv either event W irc Dog Communicatiova shell be emided to install Approved Equipment on a substiwte Installed lDwn Pole determined by Wire Dog Communicatiova. The Town shat l pumit the subnitme Town Pole ivstallatiov. 2.12 Removal ofPrev'ouslnstalla-ons lfimbe worseofinsmlling Approved Equipmem W irc Dog Communications f nds third panyequipment on a Town Pole thatappears to be abandoned or vo longer in operating shall notify the Town. Ifthe presenw of such existin6 equipment would imerPere with the installation o opeatiov of Approved Equipment, Wire Dog Communications may request authority from the Town to re ve the existing equipmenq and shall only re ve the existing equipmem upon receipt ofsuch awhonty. If failure to 6rent such authority would make installation orvperadov ofApproved Equipmwton a'TOwn Pole impmctiral, Wire. Dog Communications shall inform the Town of the wnsequences, and the ponies shall discuss alternatives. 2.13 R'eht to lnsoect The Towv shall have the righuo make puiodicirepedions etthe Town's discretion and cost as wnditions may warmvt. Suoh inspeuions shell not be charged to Wire Dog Communications. Failvreofthe Town to makeany inspw[ions shall no[ delay the Network insmllation. Exwpt as otherwise provided in thin Agreemwq Wire Dog Commuoiwtions is rot obligated to obtain any inapeUions before proceeding as provided hereunder. 2.14 Compensa[ on tar Installed l'own Pole and T w P 2 14.1 Compcvsatiou for Town Premises. W ire DOg Communications shall votpay a license fee with respecvo each afthe Town Premises on which it installs Approved Equipmwq howevu, it shall supply theTowv ofPulaski with free wireless sneers at such locations az the Tovm of Pulaski designates. 2.15 No Refef from Taxes. The tees required by this Agreemem shall be iv addhion tq and not iv lira of, all taxes required by the Town, and all othu amowts Wire Dog Communications may be required to pay the Town by law, ordinance, or other agrrement. 2.Ifi Cosa d Ex B b W' D C Wire Dog Communications shall bear all costs incurted by Wire Oog Comm icetions in connection with the planning, design, oonstmetioq repaiq modification, diswwecuoq a[achment, ins[ellation, nnvol, opemtioq main[enwce, rw[lachmen[. reinsrsllation, relocation, removal. and replacement ofNe Network by W im DOg Communicadoas oral otherwiseauthonzed by this Agreemwl. ire Dog Communica[ioos shall be responsible foq and fish bear all casts o[, damage [q repair of, or derarioration of, the Network due to repeiq maintenance, or force jeure. As between Wire Dog Communications cad the Tawn, Wire Dog Commwications agrees m bear such costs exwpt m the extent the damage results solely Gom the gross negligence or willful misconduct of the Town, its officers, employees, or agents. 2.^ Rege r of Damaeed Town P .Wire Dog Commwications prompGY slap repeiq replacq orre6oisly a[ Wire Dog Communications solecostwd expense, any iown Pole or other Town Propetty that is damaged materially in function or in form during [he egaohment, ianalla[iov, maintenance, mattaehment, r gmallation, relocation, removal, and replaoement of the NUwodr or as a result of area of Wirc Dog Communications or its contractors oragems in wweUion withthe operation of the Nework. Without limiting any otFerremediesavailebleto the town, ifWa Dog Commuvioatiore fails [o repaiq replace, or refimsF such damage or diaturbanee within a rrzsonable amoum o! lime aRer notice fiom [he Town detailing damage used by Wire Dog Communica[ionsor its contmmo¢ oragents then the Towo may, nits sole discretion, bat wilFOUt aqy obligation to do sq repai5 replaoe or afinish the damage or disturbance. lq the event Iha[ the Town undenakea the repeiq replacement, or refinishing es a result of W ire Dog Commwications failure to do so aRer allowing Wirc Dog Communications a reasonable amount of time to do so, Wire Dog Communications promptly shall, upon receipt ofw invoice forsuch costs and expenses, reimbvme the Town for all reasonable end actual cosy and expwses urred iv the repeiq replacement or refinishing Por purposes of this sectioq Ne term "refnisN' means to restore efkGed property to a condition as good as or bUtcr then its condition at thetimeofoommevcemwt o[[he work that led to the damagem Town Property, reasonable wear and tear amep[ed. 2.18 Town Reauled RemovalBel [ W' D C F T - G Town Prooenv for reasons [h h E If the Town demrm nes that the pmtectioq, temporary disconneUion aal, relocating or recogfigumtion ofwy Approved Equipment on Tawn Property is neoassary (i) to pmservepublic heehF or safety, or ~~ for theconstmction, mpaiq relocation or meimm~wceofa Townpm)ed for the public welfare (ivclvding witFOUt limitation any furore conversion of overhead to uvdetgmwd utilities resulting in tFe removal ofa Town Pole),tha Town will provide Wire Dog Communications with written notice as soon as reasonable under tFe circumstwcesdescribing which of Wire DOg Commwicatioas hnilitiw arc afTeomd and the proposed dates by which the work is m be wmpleted by Wire Dog eomm -cnenna, provided ma. where immeaiare ae~mn is not regnhea m avoia danger m the public safety or propcrtY. the Town shall Sive Wire Oog Communications at leas) thirty pd) days prior writlev notice Wim Dog Communications shall, at its sole wst and expense, promptly diswrmect, remove, relocate, or reconfgure such portion of the Network as mutually agreed upon with the Town. The Town will ase geod fei~h eR vs to wnduat Town prgects in e atmer m minimis negative impact to she Network. Regardless of anything m the wmrary in this Section 224, the Town will mi request Wire Dog Communioatiens to removeorrelocare the Approved Equipment in a mannerthat delibemlelymakes it teal for Wire Dog Communications m operate the Nehvork and provide rv oeno~ the Town or iv a manner ghat gives any prefuevoe to a aubuquent Nird pony offering a similar service. Whue any mmoval or relocndon is required, the "Town will use its best efforts to provide alternate Town Pmpeny on which to place the Approved Equipmenuhat will enable WreDOg Communications to wmply with its obligations to provide the Pnblic BeneEra 2.19 Ne~work Comml Center On-~ n A .Wire Dog Communications network vol cemer operator shall be available to the staff of the'COwn, twenty-four (24) houaaday, oven ('!)daysaweekf the reportingm Wire Dog Communications by the l own of problems or complaints resulting from the avechmen4 inslallatioq on¢ol,opera[ien, meinrwtance, mavarhment. reinswlladoe reJOralioq removal, and rcplacetnem of Wire Dog Communications faeili~ies. The Town may conlac[ the network comrol center operator at a telephone number provided by Wim Oog Communications fom time to time regarding such problems or complains. Wire Dog Communications will movimr the Network and provide the l'ovm wish information related to outages or service problems. 12o Namuu oI W' D o C P T' T P .Wire Oog Communications will provide the Town with information a quanerly basis describingany Approved Equipment installed on Town Propenyor 0athas been out of service far a puiod of six (~ months or more. Wire Dog Communications is nor required to submit such report if m Approved Equipment is required to be reported. Within ninety (90) days after Wire Dog Communications receipt o[wriuev notice from the Town to remove such facilities, Wire Dog Commuvieetions shall promptly ve the facili[ies at Wire Dog Communications cost and expense, if Wim Dog Communications has not already done u. If Wire Dog Communications fails to move any abandoned facilities ae described iv this Sediov, then the Tovn shall be entitled to remove the faoilities firm Town Property Wire Dog Communiralions shall reimbmu the Town for its reasonable and actual casts and expenses for removals pursuant to Ibis Section. 2.21 Ma o e ante of W m D n C F l" .Wire Dog Communiwtiovs shall en re [hat Wire Dog COm ica~ions facilities aincd at alltimes in safe wndilion avd installed in a good and workmanlikenmanner. Wire Dog eommnnmatmna anau n Doane ca matauing, reloeaang, removing, repairing, and replacing Wire Dog Communications facilities. 222 Emereencv Contact lnformafon.The Town shallprovide Wire Dog Commwicalioos a 24-nou comact phone number to enable Wire Dog Communications m report any srregarding the Approved Equipment, Me Network, or TOWII Property.ln the vent Mat Wire Dog Communications capons such wnwms to the Town, Ina Town shell promptly respond to such call(s). L23 NoticeoClnterrunfov to Serv w. Toe Town shall give Wirc DOg COmmunicatioosa m of Mirty (30) days advanw wrirten notioe of wy non-emergency work which will affect the Approved Equipment, Town Property, or the Network. 224 Cond iovs ofPerfoonanoe The obligations ofWirc DOg Communications heaunder shall be subject W end cooditiooed upoq thefollowing wndilionsCCovditioos").lf wy ofthe fallowing Conditions have not been satisfied by a date Mat is one hundred and eighty (1807 days aHer the Effective Date of this Agreement, Wire Dog Communications will notify the Town of that fan, including which Condtiore nsetisfied; itany such outstanding Condi~ions have not been resolved within n additional niwry (90) days ("Initial Conditions Termination Dale"J, Wia Dog Communications shall have the option, at that time, m terminate this Agreement by giving ten p0J days poor writan noliw. If Wire Dog Communisations does not e the fomgoing termination right a the time oCthe Initial Conditions Termination Date, Me right shall be deemeU waived and Wire Dog Communications shall be bound ny all ofthe atrna end conditions ofthe Agreement forthe remeindes of the Tetm. 2.24.1 This Agreement has been approved and fully exewted by all Parties by fully authonud repaseolelives_ 2.242 The Town Council shall have mkw all the anions required by law to authorize the Town to enrer into this Agreemwt wd grant m Wire Dog Communications [he ngMs m use the Town rroverty proviaea in this Agreement cad no approval of any other local goveming body is required. 2.24.1 TheTown Zoning Commissioq the Stare Coryoration Commission, and the Federal Communications Commission and any other goveming body shall have taken any oMer actions required by law pertaining m approval of the onmllation cad operation of [he Network and the Approved Equipment as such may be required to grant Wire Dog Communications the rights necessary m insmll the Natworl~ 2.24.4 Wia Dag Communications is able to obtain sigvW lasers or liwnse agreements for all of the towers end rooftop lease sites (oMer Man Town Premises) to install all of the backhanl ameonae radio and fibw optic avd broadband service necessary m opem¢ the Network. 2 24 5 9Te ownws or authorized represcntetivw of the poles othw Ihan the Town have gmmed Wire Dog Communications the right to auech the Approved Equipment oo poles in u thm the Ponies agree acmplies with applicable laws and reg~le[ionsmand upon wmmercially reamneble rotes, terms end wnditions. 2.24.6 Wim Dog CnmmnNCallnn6 is netpmhibited from covstrucdog and operating the Network, or perfertning substantially all of the services or exercising substantially al I of the rights set forth in this Agreement. 2.24] Wire OOg Communiwticns has obtained all applicable penni[s, licenses, and auhorizations 6om the Slate, and the federal government fonhe installation and opamtion of the Netwerk, end such authorizations have not been terminated or revoked- 1. USC OF EL6CTRITOWN J.l Allowed Use. The Town receives FlecGwl Service (as defined below) from the eleetnc militias serving Ne Town Poles (collectively "Electric Udliq"). Subjec~m applicable mrifis or agreement wish the EleUric Udlily, elcmrical powu m operate Approved Equipmcm may be taken &em the peww sourceseormwted to the Towv Poles. The sown will wopuate with Wirc Dog Communiwticns b obtain permission ftom the Bleuric Utility for Wire Dog Commuoietions to use the elecniTawn ftom the Tawn Polea 72 Ava=bIDty. The Tewo acknowledges that any Town Poles which vre not supplied eleurioal poww 24 hours per day or which are otherwise no[ suitable for Wire Dog Commuvicatiovs use under this Agreement (wlleuively "Unsuitable Poles") are excluded from this Agreement and Wre Oeg Cotmnuniwfioos will not be required to offr service coverage in areas eomaining meh Unsuitable Poles. The Town cannot and will not guarantee an uninterzupmd supply of power, mr can it guarantee the quality of powu provided by the Geuric Utility. Notwithstanding avNM1ing to the cannery, Wire Dog Communications performance under this Agreement requires an adequate supply of elecniTowv 24 Fours per day every day. Wire Dog Communications shell cot be deemed m be in defanlmr required m provide Netwetk ee during suet dme and in such areas az are directly affected by the lack of eleercical power- If 24 hour electriTOwn is not reliably available for a material number oflnstalled Town Poles and/or thosethat are desigpazed as potential Installed Town Poles for the Approved Equipmwt then Wire Dog Cemmunicatiovs shall be entitled, but not obligated, to terminate this Agreement and vll payment obligations nwenndw. 3.3 Eledr'c'ty Costs. The Town fiall not be responsible forwypaymen[orpayments [o the Elecaic U[iGty or wy other eleotri'fown provide for electrical usage by Wire Dog Communications, except to the extent en agreemcm to supply the necessary electrical powe is executed between the Town and the Electric Utility or to the extent the obligation to pay is passetl through the Town to Wire Dog Commvnioatons through an egreemem between the Town and the Eleurio Utility. wire Dog Commwiwtions shall beresponsible forall peymeo[s for useofelectrieal power, iododing bm not limited to power usage, mamnng and any othu eleetfic mility services required for she opaatiov of the Network exocp[ as provided otherwise i writtw agreemem signed by the 'fowv and Wire Dog Communmatinns. d. WIRE DOC COMMUNICATIONS SERVICES PROVIDED TO TOWN 4.1 Future Prodm[s. Because of the signifreot i vestmwt by Wire Dog Commoniaationv in the presem wireless Network, Wire Dog Commwicatiovs desires the opportunity m provide additiotrel wireless broadband services to the Town_ Therefom, if during the Term of Ibis Agreement the Town desires Bum time to lime to wnaider additional winless Internet protowl (IP) applications to serve icipal operations only ("New Network") then before the Town enters with any provider into any bids or contraU(s) rela¢d m such New Network the Town shall: (1) give Wire Dog Communications notiw of such desire to implement a New Network and provide vll relevant details and answer all reasonable questiws of Wire Dog Communications, and (2J give Wire Dog Commuvieations the oppottmity m propose soluions and [ems that build on W Ire Dog Communications Network; and (3) evaluate the moditleatioMnclusion within this Network Agreement ofthe Wire Dog Communications solution(s) as the prefaced approach to meting the Te vmi redelivery ob]udve Notwithstanding tFeebove, Wire DOg Commwications is under no obligation to propose or provide an Wire Dog Communications solution and W ice Dog Commwieations retaivstheoption to deride whetheaoproposeother solutions. 5. PROGRAM MANAGEMENT Wire Dog Communications will et all times during the Term ofthis Agreemem maintain a program mwager responsible [or implementing and operating the Network. The Parties shall meet at an agreed upon schedule to discuss ongoing operation of the Network including ongoing compliance with the Agreement Wire Dog Commwications wd the Town shall maintain and update a list of all open issues and resolutions tlwughom the Term of this Agreement. The Town wd Wire Dog Commwications may mutuallyagree upon additional mee4inga. 6.OTNER ADTNORIZATIONS The authorizations granted in this Agreement shall be non-exclusive and nothing contained in this Agreement shall be wnsWed to limit, alter, or waive the right of the TOwn to enter into agreements authorizing persons or entities other than Wire Dog Communications to and use Town Property m insmll any form ofcommwications equipment or far any otherpurpase. The Town shall give Wire Dog Communications prompt prior wriuen notice ofany appbcatiovs received by the Town from others requesting pmnission to install devices miler m the Approved Equipmev[ w the Town Pcles or Premisex Nothing iv Chia Agreement shell be deemed m obligate the Town tu grant Wire Dog Communications permission to use any particular facility, or propertg or right-of--way not covered by this Agreement, including, without limitation, the Town's public righlsof--way. ]. NO PARTNERSHIP OR ENDORSEMENT Nothing camaived heein shall be deemed ar oons¢ued by the parties hereto or byany third person m create the relationship of principal and agent, partnership, joint venture or any ciation between the Town end Wire Dog Communicationa-Nuthing wmained herein shall be deemed to wnstimm an wdorsemem of Wire Dog Communications or Wire Dog Communications pmduc[s or services by the Town 8. DISPUTE RESOLUTION Gsceptas otherwise provided in This AgreemevL any diaputebetween the Parries or default by either party which arises during the Term of this ngreement, shell be subject to the following admininmtive renmdy: 8.1 Internal Resoluton. Both Parties shall evempt to resolve any con[mvusy claim, problem, defaulq or dispute CDispme"7 arising out of, or related m, this Agreement Through Good faiN consultation in the ordinary course of business. The Parties shall also rely on this mechanism to determine how to modify Wire Dog Communications obligations pun'uem m Seuioos 221 and I5. ID the event that a Dispum is no[ resolved by the project managers ofwch Party, either Parry may upon wrinen notice to the other request that the matmr be referred ro senior management offrcials within eeoh respwtivc organivtion with express authority to resolve[he Dispme ("Request for Imemal Resoluion"} A wdtteo Request for Ivtemal Rescludon shall begivev by either Parry wiNiv [Haan (I S) calwder days of the Ponies' knowledge of the esolved Dispme. Senior managementofTicisls shall meetor conferat leastoncein good faith, to negotiate a mutually acceptable resolution within ten (10) business days ofthe Request [or Internal Resolution. Project managers and seniormanagement for each Party shall be the General Market Manager and Via President, Municipal Networks respecdvely, for Wire Dag Communications, and the Town Pmjeu Manager and the Town Manager or Town Manager's designee respectively, for the Town, and their respective successors in office. The project managers and senior managemem may be changed by entice given by the Party changing its persormel. 8.2 No,ice. Senior mawgemem offcials are required m meet only once, ben may mutually agree ro meet more Ihan Door if it appeam ghat further meetings may essfully resolve tha Dispute Ifthe Paniesdo vot suwessfully resolvethe Dispute by senior management, [hen the Patty fnding the senior mavagemem resolution nsatisfactory shall provide written notice m the other Pany, demanding mediation ("RCques~ for Mediatioo"}The Request for Mediatioo may not be given prior ro the first meeting of senior management, or fifteen (li) business days after 0e request for Ivtemal Resolwiov, whichever is earliu, and shall rot be given avy later than Pony-five (45) wlevdardays following Ne aamplction oFlFefimt savior mariagemevt meeting. The Request for Mediatioo shall set forth all of theissues that Parry deems outstanding ghat must he submiued to mediation The Party iv rewipt ofthe Request for Mediation shall respond within tweory (20) wrlwdar days bating any issues it dorms appropriate for submission to the Mediator. All o[lherequimmevraofDispme Resolmion and Mediation as described io this Anicle 9 shall be m[emed to collwtively as the "RUOlution Procedures". 6.3 Med'afon. Any Disputes shell he mediated within forty-bve (g5)calevdardays o[me date ov the writer Request (or Mediation, or 0c soonest dale thereafter that the mediamr is available, exoepuhat those for which the remedy requested is injunmive mlie[or other equimble remedies shall be mediamd widrin ten (10) business days. 8.4 Mediator. Mediation shall be emend into by the parties Iv en attempt to settle evy dispu¢s under Ihis Agreement. The patties shall agree upon a mediator avd if no agreement is possible, a mediamr shell be appointed by the Cirevil Cead of the Couvry of Pulaski, VA_ If mediation is unsuwessful, then the patties agree to binding arbitration to be held in Pulaski, Virginia. 8.5 Costs- The vests of mediation shall be borne by the Ponies eyually. 8.6 Eau table Refef In the eventofa breachofthis Lease by hessee or Lessor sameshall be submitted to binding arbitration by a qualifed arbitrator to be agreed upon by the ponies and ifno agreement coo be meshed, then the arbitramrshell be seleomd by 0e ludgeofthe Circuit Coon ofPUlaski, Virgivia.'1'he dwisiov ofthe arbitratorshall be foal and non-appealable. 9. ASSIGNMENTS The Town shall not assign this Agreement, or any poniov of it, without the prior wn¢en permission of Wirc Dog Communications. Wire Dog Communications can assign this Agmement m an entity that is wholly owned or wholly wntrolled by Wire Dog Commwfeatlovs or by a wholly-owned affiliate of Wre Dog Commuoications (each to be referees In az an •AffEialcd entity") wnnnm me peon eovsaat or me Tows, anbieet to me wndition that the Assignee ehell be bound by all Iums of this Agreement. Wire Dog Communications wn also assign this Agreement puauanl m the saleofall orsubstevfiellyall of the assets or stack of Wire Dog Commuviwtions or Pursuant to the sale of ell or substantially all of[he assets or operations of Me division of Wire Dog Communiwdons that s operating the Network or porsuanl to the sale of the Network; provided that if such ssignment is rat to an Affiliated Emiry, then wire Dog Communications must first obtain Me Town's prior wdnen eonsml, such C9R9enI not a be umwsonably wlMheld. Wim Dog Communiwnons may emer into one or more agreements for insmllation of Approved Equipment, operation of the Network, or both with a entities ("Operating Companies"), provided that under such agreemwts overall oontmleof the Network shell with Wire Dog Communiwlions. Approved Equipment may be subject to security imeresls of vendors or of lenders tc Operating Companies. The Town shall have no uship immest iv or m Approved Equipmen4 unlus the Approved Equipment has been abandoned and taken over by the Town as provided for in Section 22fi, or Wire Dog Communiwtiove haz filed a petition in bankrupmg in which wse Ina Town shell have all rights provided for by applicable law. 10. TERM, RENEWAL, AND TERMINATION 10 I EReG ve Dare a td Term_ This Agreemem ehan become eftecdve on the EfCulive Dale and shallwminue iv effcol for ytrersader lbe Commeneemmt Date (collectively with Renewals Temu "Tura"} 10.2 Renewal. Upon the end of the Term, the Tam may be mvcwul for _ year periods of lime, upon mutual agreement of Wire DOg Commuvioadons and the Town. 103 Me or De6ult. In the event that a Party commits a Major Default hereunder (also a "Defaulting Party")and does noI cure ouch Major Default within days aftu the other Party (also aNon-defaulting Party) has delivered a default notice describing the Major Oefaull ro the Defaulting Pant. then the Nov-dcfulting Party may terminate this Agreement upon providing Defaulting Party days prior wnrzen notiw of Ina Non-defaulting Pmty's intent to terminate this Agreemem. If the Defaulting Parry c s Ibe Major DeGult, within sucb day period, ouch termivalion notice shall not be efftive end this Agreement will not Irminatc. When used herein "Major Default" shall mean Met the Defeu¢ing Party has violated en obligation wderthis Agreement, that has resulted iv actual direct damages to Me Nondefaulting Petty (expressly not inGuding damages of any oMu third genies). If Mere is a dispum coveemivg whetner Me Defaulting Patty haz commixed a M jar Defaulmhen inthis Agreement, the Term and Me rights ofthe Defauhing Party shall sot betuminated until a wort afcompetentjurisdicdon has ordered the Defaulting Party has committed a Major Defauh that has mntivued pass all applicable notice and cure periods, m apPliwble, aM Ina Defaulting Parry haz not erred the Major Default, as applicable, within Ihitty p0) days aRee such ordee has been signed and issued by such court Iflhe Diapure Resolution Process results in agreemem between the patties that there is a plan to cure the Major Default that will be iv the best intuests of sll parties [hen prioao ruminating This Agreement both patties shall exercise reasonable efforts to implemem such plan in accordance with such corms as the parries lave agr«d upon. Wire Dog Commuvica[ions should be nsidued N Major Defauh ofthis Agreement Gorany feilum ifthe failure is caused n whole or in patt by the failure of another party or by an act ur omission of a third Patty 104 Teem oafon by W're DOeC _NOtwithslanding anythingto Mecontrary iv this Agreement, the Townrecognizes Natwtteiv issues may advuaely impact Wire Dog Communications abiliry to wn[inue m operate, maintain, upgrade end provide the Network and the Public Benefits- Therefore, each party a~ees Wire Dog Communications is emitted to terminate this Agmemeut by givingas much vetieeaa onably practicable uvdu the amumstevws using reasonable efforts m provide at leas[ [hitty (30) days Oeior written votive to the Town, if at any time during tla Term any of the following events occur end Wire Dog Communications operating aintenanwee upgmdeofthe Network or provisienofservicesisadversely impaUed in a material manner. IOD.I Any local,smte orfederal govemmemauthotiryoeegency (pshall have Wren any action requiring any approval for [he coninued operation, upgrade nr ain[eranee of the Network Approved Equipment yr provision ofservices that sigvi6candy Impairs the continued opemlien, upgmdeoe maivtenance(i) prohibits or takes action that significantly impairs the operation, up8radc or aintenance oCthe Network otthe Appmvcd Equipment, (iii) does not issue o tenni[atesomevokes eppliceblepemtits, Ilcevses, and authori~tions Rom the Towq state, end the (uleral governmmror agency fonhe opuation, maintaining or upgrading of the Network. 10.42 The apphrable eleunc providee has ceased or given notim it will cease famishing serviwto the Approved Equipment installed in 16eTown end used to provide the Network upon commecially reasonable rates, tams and conditions and in a mariner that the Patties agree wmplies with applicable laws and regula[iore. 10.4.3 The owners of towers, rooftop sires, poles or other assets used m install the backhaul autentaq radio and fiber optic and broadband servicenevessary to operate the Network cease any grant to allow Wire Dog Communications ass of, use of and avnchmut to such mweq meHop sire, pole or ether sect to a manvu that wmplics with applicable laws and regolatiens and upon commercially reasonable rates, tams and conditions, and Wire Dog Communicatons operofion, meintevancc or upgrade of the Network of provision of the wireless services is adversely impadM in a material manner and Wire Dog Communications is unable to obtain the right m use substiwte rowers, rooftop sites, poles or other assets in a matmer Ihat complies with applicable laws and regulations and upon wmmemially reasonable rtes, corms and conditions. 1044 Wire Dog Communications is prohibited from operating, main0ining or upgrading the Network, or performing substantially all of the urvices or exerasing substantially all of the rights set forth in this Agreement. 104.5 Wire DOg Communications mey also termivatethis Agreement in the evwt of a Monetary Default or a Major Defeuh, pursuant m Section 11 3. Io5 Removal Obl eafons. Upon termination ofthis Agreemem orupon expiration othhe Term, Wire Dog Communications, al its awn expense, shall remove the Approved Equipment from Town Property within onths ofsaid da¢oftertninalion or expira[ion and velum Towv Property to the wndi[ion in which the property existed mediately prior to Wire Dog Communications installation, with normal weaq [ear end evidwtw of iuslsllation exdnded.lf W ire Dog Communications fails m remove the Approved Equipment from the Town Propetly within months thereafter, the Town mey remove any of the Approved Equipment so remaining and shall be imbumed for the equipment and labor costs actually incurred in cotmection with ving [he Approved Equipment within thirty (IO) days of resuming such Approved Equipment m Wire Dog Communications or making such Approved Equipment available m Wire Dog Commuvicauore for pickup al a sak stooge faeiliry within the Town limits or el suoh othu mutually agreed upon location. l0.6 Term nafov by Town. NOtwithstavding any otbiK provisiou ofthis Agreement the Town boa the fight b w'mivete this Agreement iv the following circmmstavices: 10.6.1 If Wire Dog Communica[ians has failed to provide the Public Bweflts, in whole or in pen, purmam to the terms of this Agreement, the Town may arminate this Agreement alter giving Wire Dog Cotmnwirsuova reasonable notice and opportunity m cue. Prior to excmieing this right, the Town shall omply with the procedures iv Section 9.1, which shall mnatimtesnch mutt and opportunity to cure, provided that in no evem shall the Town terminate this Agreement under this Sertiov ll.fi_I in! erthau thirty (30)days from Wire Dog Communications receipt ofthe written notice described in Section 9.1. The Towv mug iu ita sole dis«uioq chaou to refer the dispute to mediation pursuant to Section 9 2, btu shall have no obligation ro do so. The Town Manager shall have full authority m exercise all of the Town's tights weer mia sunon. 10.6.2 The Town may also terminate IM1is Agreement in the event of a or a Major De6ult, pursuem to Section 11_J. 11. NOTICE 11.1 Addresses. Bxcept as otherwise set foM hereiq all notices givev or which may by given pursuant to this Agreemwt must be in writing and IransmiUed by Q) telecopy eod, on Me same day, fat class United States mail or(i7 nationallyrewgvized ovw nigh tlelivery service postage pro-peid as follows: To the Town ac Tovm of Pulaski I'.O. Box bfi0 Pulaski, VA 24IU1 AVO: Tawv Manager Facsimile: 540-994-8609 Withacopy m. Town of Pulaski P. O. Box 660 Pulaski, VA 24101 Ada Town Attorney Facsmdle. s4u9so-0leo And to wire DOg Commmicatiaus al: wire Dog Communioations Attevtioa Oenual Couoael Facsimile: 20 W i[h a aapY m. W ire Dag Communications Attwtiono President Either pony may change irs address by wrirzan entice to the other party-NOtioe rosy also be provided to such othu address es eithu Party may from time to time designate in writing. 11.2 EffecCve Date ofNpi ce.NOticeshall be deemed received ov the nextbusiness dayif it is sent by lelecopy and frst class mail, or the date ofdelivery or refusal ofdelivery if it ie sent by over night delivery service. l2. INSURANCE Wire DOg Communiretions shell maintain in full foreeand effect the insurancepolioiesdasmibed in the etlaehed Exhibit C. 13. WAIVER AND REMEDIES Failure of either Party to wforce any provision oP this Agreement or the waiver thereof iv any vent renders it impossible or commercially unreasonable forwire Dog Communications mprovide the Public Benefits in all or a portion ofihe Town or to use any Town Properly in oonnection with the Network or Services, and such Poroe Majeure Event Dominoes for oroannot be remedied in a really reasonable matmer within ninetydays (unless the Parties mutually agree in wridng to a longmperiod [o cure), either patty may aquas[ [he c[Pwtofsuch Force Ma~cure Evwt be reviewed pursuant m Section 9.1, provided that if no resolution is mutually agreed upon pursuant Ip Secdon 91, then dtepartiu may eithercontinue with thedispute respludov pmwdures set forth in Sections 9.2-p.4 or either party may terminate any affea[ed Town Propetly pr Public eenefits fiom this Agreement or tetmipatethis Agreement provided any such termination will be reasonably proponioneltofhoe[feet caused by the Force Majeure Event 14. REPRESENTATIONS AND WARRANTIES OF THE TOWN The Town represents and warrants that: (a) the Town and Ne officials ofthe Tpwn exeopting this Ageement are auNoriuA to grant [o Wire Dog Conunutdcationsall oftherigh~s granted herein and makes np othu waranties of any kind, nature or description; (b) all newssery end appropriate audwrivstions and approvals have been obmined by [he Town and the officials ofthe TOwnsigrdng This Agreement; c) there is not any inguatioq ordivwce or law that would permit the Town to terminate [his Agreement except as is expressly smred herein; and (d) Mis Agreement does oat ontlia wish or violate wy othegagreement, regulation, ordinance or law that is binding upon the Town. I5. LIMITATION OF LIABILITY NEITHER WIRE DOG COMMUNICATIONS NOR THETO WN SHALL BB LIABLE FOR RJCIDFNTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OP WHETHER ADVISED OP, OR OTHER WISE SHOULD HAVE BEEN A WARE OF, THE POSSIBILITY OF SUCH DgMAGES, REGARDLESS OF THE LEGAL THEORY OR BASIS FOR SUCH CLAIM. Ib. INDEMNIFICATION Ibl As respects bodily injury,death, personal injury, or third-paltyproperty damage, Wire Dog Communications agrees m indemnify, defend with wunsel mwhom Town does not have reasonable objecfions, end hold hannlcss Town, its appointed wd elected oRcials, officers, employees, agents, and representatives Rom and against any wd all claims, losses, damages, defense vests, or liability, of any kind or nature (wllecnvely inferred to hereinafter a "Claims"), resulting ham Wire Dog Communications (or Wire Dog Communications conlraGOrs' or subeontraetors', if any) work performed by, orvn behaROf. Wire Dog Communications, reletiveto Ihrs Agreemwt, cxwpl to the exvnt those Claims (a) arise solely out of the gmss negligence o willful m wnduct of the Town ! Claims restating Rom govemmwtalr CUnuions peformed by the Towv, or (b) w out of the gmss negligenceorwillful miswnducr ofthe Town for Claims onside Ne swpeoroPoot resulting from govermnental functions of the Towv. Eurthu, Wire Dog Cammuvicafions agrees la indemnify, defend, with wunsel m whom Town does m[ have reasonable objwtions, and hold harmless Towq its appointed and elected officials, offiwrq employees, agwtR and representatives @om end against any and all Claims directly o proximately caused by Wire DUg Commwications viola[ionofapplicable lawrelaled to the Netwodcorthe Services, excepr mthecxmnt Mose Claims(a)ar solely out o(the gmss vegliganceor willful miswnduet ofthe Town for Claims resvltivg firm govemmemal functons performed by the Town, or (b) arse out of Ue gross negligenwor willful miscandua ofihe Town for Claims outside thescope owfnot resulting Rom govermnental functions of the"town- Wim Dog Communications obligations wder this Seciiov ere conditioned upon: p that Wire Dog Commwications shall have been promptly informed of an actual Claim or written notice of a potential Claim cad shall have hew famished a copy oC eaoh communication, notice or other aoriov related to the alleged Clam, 2) that Ne Town shall cooperate with Wire Dog Communications ro provide information and sistznw nwessary m defend orseule the suit orproceeding ,end 3) That W ire Dog Communications shall be givev sole control of the deltnse (including the right to select counsel), a[ its sole expense, and the sole right m compromise and settle any suit or proceeding provided Wirc Dog Communications will not compromise or seine any suiuhat admits Ne liability ofthe Town wi~hom Ne Town's prior approval. Wire Dog Communications shall be responsiblefor all atlomey's fns and oNerwsm of defending against any alleged Claim, and shall have tho right m select wunseL The obligations sw fonh in Ihis Indemnification provision (n shall be in eRed without regaM to wbether or not Town, Wire Dog Communiwtiovs, or any other perso aimains, or fails m maintain, in erage, o self-insurance progremm for any such Claims; and (ii) sball surv ve the termina[iov of Ihis Agreement Nothing huein shell prevent Wire Dog Communictiovs insurw(s) fiom satisfying Wire Dog Communiwtiovs obligations undo this Section. 162InGingement Ivdanvly_ 162.1 Wre Dog Communicatlonscaill indemnify the Town, is ofiven, employees, on¢ectory wvsuhanm, and agents, but not any wstomus or third parries ('Indemnities"), from losses, corm and damages and defend any suit or proweding brought against the lvdemnilees to the extent that Ne soil or proceeding is based ov a claim Nat [he System Opeations wnsdmm infnngemevt of any United Steles patent, mask work, trade secret or copyright vnd Wire Dog Communications will pay, or Wire Dog Communications will ruse the supplier ofthe infringing Sysmm Operations m pay, all damages awaMCd by finaljudgment (from which no appeal maybe taken) against the lvdemni~ees, but rot ony watomars or Nird patties, holding that the System Operations de so infringe, on condition that wire Dog Communications (p is promptly inCOrmed and famished a wpy oC each icatiov, no~iw or oNer anion relating to the alleged ivfnngemevq (rp is givev amhodty ivfortnalion and assistance to defend orsenle the suit or proceeding in a manveras W im Dog Communications may de[etmincand (iii)is givev role oomml ofthe def se(including Nerighrto selectwwsel and m require end allow thesupplier of the infringing System Operations to pay damages and defend as provided herein), and the sole right to wmpromise and settle the suit orpmceeding. If any System Operaliova are held m infringe any valid United Smtes patent, mask work, ¢ade secret or copyright as set forth above, and av injunmiov from a court of competent jurisdiotiov permanently prohibim the use of Ne same in the Network or if Wire Dog Communications believes infringement is likely, then Wire Dag Communications will (e) prowre the right m use the System Operations in Ne Network free of any liability far ivRingement, (b) replace or modify Ne Sysmm Operations in theNetwork with anoo-irtfringing substimteoNmnse complying substantially with the specifications forthe Network; ore) comply wish Me subsequem sentwce. In Me event that (i) a vutt of eamperem jurisdiction determinesthanhe System Opemtions iofiinge theabova-defined rigMS ofenmher parry, (ii) all right ofeppeal or stay is exhausted as to such order, and (iip Wire Dog Commuvicatiovs ie unable m replace or modify such infringing System Operations in [he Network or otherwise procure the right m cominue using [he System Operations in the Network then Wire Dog Commvniaations will beamitled to remove Meinftivgivg System Operations from the Network avd obtain substiwtes Mat will msuh in the Nework performing substantially as required herein "9yatem Operafions' means OQ the Network or evy potlion Mereof(ii) products end services as offered for sale and provided directly by Wire Dog Communications, its parents end subsidiaries of Wire DOg Communications and wmpaniesconunonlyowned with Wim Dog Communcations ("Affiliates") orsuboonvadon through the Network, and (ip operation avd design (including avaehingdevices toTOwn Poles) o(Ihe Network. I b 22 to no even will wre Dag Communications or im wppliem be liable for an infiivgemenvhaL (i) would not have existed but for the use of products or services i n the Network Thal w not provided by Wire Dog Commuvieations or Its Affiliates orsuboonwctom; or (ii) would not have xisted bw for modification of, oraddifions to, the System Opeatiens by the Town or the Town or its wnvaetors or agents. Prior m a final detuminauon that the inGngement arore from subsection (i) or (ii) in Me preceding emenee, Wim Dog Communications shell remain fully responsible, at its expense, for the defrnse avd indemnification of any in6ingement claim in accordance with this Scaion provided, Mat ifit is finally determined that the infnogementarose Ram subseuian (i) or(ii) iv Ihepreceding sentences, then the Town will reimburse Wire Dog Cotmnuniw[iona for its reasonable expenses (indudiog reasonable litigation costs and anomeys fees) incurred Ihereiv. 1623 THE FOREGOMO CONTAMS THE SOLE AND EXCLUSIVE LIABILITY FOR WIRE DOG COMMUNICATIONS'S AND ITS SUPPLIERS' MDEMNI'IY AGAMST MFRMGEMENT IN THIS SECTION 19.2 OF THIS AGRP.EMEM, WHETHER DIRECT OR CONTRI6UTOR V, AND IS M LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN REGARD THERETO, MCLUDMO, WITHOUT LIMITATION, THE WARRANTY AGAMST MFRINOEMENT SPECIFIED M THE UNIFORM COMMERCIALCODE 1]. MI6CELLANEOUS 24 1 ].I Avvl cable Caw and Venue. This Agreement shall be governed by, consWed and enforced in acwrdance with the laws ofthe Commonwealth of Virginia. The coons oftne Counry o(PUlaski, Virginia, shall be the proper foram for any dispmes arising hereunder. 1].2 HeaH~. Tne heading refemnces herein ere for mnveniwm purposes only, do not vnstitute a part ofthis Agreement and shall not be deemed to limit or affect any of the provisions hereof. 19.1 Imeerated D¢cumen. This Agreement, mgether with its Exhibits and Town Ordinanoe NO., constitutes the entice egrecmwt between rim Ponies wi[h reaprol to the subjeG meuu Hereof Except as set form Heroin, (Here am o promises, representeHOns o understandings baween Ne genies of any kind or nature whatsoever with respeG la the subject matter hereof. 17.4 Amendments- This Agreement may be amended Rom lime to time only by mendmen6 that art wri¢en and executed on paper by both Pmties to this Agreement. I ZS Coun emans. This Agmement may be executed in two duphrate wuvreryens, etch ofwnich shall be deemed an original. IZ6 Beveft oPubfa SubjeGto theobligations o(Ihe Town end righ[s granted to Wire Dog Communrations and vthG pmvisivns set fonh in This Agreemem and any License Exnibi[ or amendmw[ exeeuted by Wim Dog Communications and the Town in collection with this Agaement, wire Dog Commmications acknowledges teal (i) the paramount use oPTown Progeny dedicated forpublic use is [ertne benefit of the public at largq and (ii) ifs use vC Town Property shall not confiid with [he Towns uses. I]J Nc Waiver of Saver en 1 Nclwidts[anding any other provisions of this Agreement[o the contrary,nothing in this Agreement nor any action taken by TOwn ptusuanl to this Agumw[, nor any document which arises om of this Agreement shell wvsfimte or be wnswed as a waive of either the sovemign immunity or govemmenml im unity of the Town, o of As elected and appointed officials, offices and employces, b the extent applicable. I ].8 Comol'an w' h Lew . In addition to all requirements contained he¢iq iv the exerc<se of the permission grantd by this Agreemnv[, Wire Dog Communicationa shall wmply with all applicable fW eral, state and local laws ordioancas, business license requirements, regulations, orders, direc[ives, rules and policies now in force or as hereapG evactW, adopted ar promulgated. 25 1 ].9 $everabilirv. If one or more of the provisions of this Agreement shall be held by a coon of competem jurisdiction in a foal judicial decision ro be void, voidable, or uvenfomeeble, then each provisions shall be deemed severable Gom theremaining provisions ofthis Agreement and shall in no wap affect the validityof~he remaining provisions ofthis Agreement 1].10 Rentals The Recilak am ineorpomled into d,ia Agreement by referwoe 1].11 Radio Fr Rad' A .Wire Dog Communications represents that the radio frequency radiation of the Approved Equipment complies with the permissible axposure limits set forth in Federal Communications Commission ¢gulatiorta at d7 CER. $5 I. UO] @e~ 1.131 Qor as amended from Gme to time- IN WITNE59 WHEREOF, the Ponies acknowledge and accept the terms, conditions and obligazions ofthis Agreemen[an evidenced by the following sigtmmres of their duly authorized represenia~ives. ^ is the incevt of the Parties tlrat this Agmemwt shall bwome operative on the Eff live Datr_ THL TO WN OF PULASKI Signed: Name. l'idc Date' WIRE DOO COMMUNICATIONS Signcl:_ Name'. Title: _ Des: 2fi EXHIVIT A ApprovM CommuvlceHav Equipmeur Uevlce Power Codsumvllov Profiles Tropos 5210 Norm VOlis Amp Rating Rating% Op. Hrs. KWh/Mo Billing 110V 0.13 ~ 100% ]31 10.60 220V 0.00 ~ - 100% ]31 1243 460V 0.04 700% ~ _ ]31 ~ _ 13.52 __ Motorola Cavopy 900 MHz Subscriber Module avtl Tropes 5210 with Cmvedorized AvGnoa Norm Volts Amp Rating Rating % Op. Hrs. KWh/Mq Billin 110V 0.20 100°0 ]31 16.00 220V 0.11 100% ]31 1].91 I 480V 0.05 100% ]31 ~ 1901 Motorola Cavopy 5.2 GHZ Advavlage Subssriber Madole avd Tropos 5310 Nom Volts. Am Ratin Ralin % O .Hrs kWh/MO Billin 110V 0.20 100% ]31 16.08 220V 0.11 100% ]31 1].91 480V 0.05 100% ]31 19.01 Motorola Cavopy 5.] GHZ Advevrage Subscriber Motlule avtl Tropos 5110 Nom Volts. Am Ralin Ratin % O .Hrs kWhlMO Billin 110V 0.20 100% ]31 1600 220V 0.11 100% ]31 1]91 480V 0.05 100% ]31 19.01 EXHIBIT B Ivaunvee Coverage Requiremnts Wiredoe COmn111NWriOR4 will Procure aM maimaig & its sole wst and expense, erage wiN inswance companies possessing an A. M. Best's wring o(A-VII orshigher Char sarisfies or exceeds Ne below minimum: (e) Workers Compemariov and Employers Liebillry Worken Comper~sarion: Smrotory limits Employers Liability: EI,000,000 each ACCidrnt-Bodily Injury by Accident; 61,00p,000 Each Employce-Bodily Injury by Disease; aM EI,000,000 Policy Limit- Bodily Ivjmy by Disease. (b) CommercialOrnenl Liability huuretwe Limit of liablity: 61,OOp,000 per accummce combined sivgle limit for bodily injury (incladive death) etM property damage liability; 61,000,000 persoiul aM advertising injury; $2,000,000 getmal aggregatc atM $2,000,000 aggregme for products and complned operations- Also Wiredog Commwintiovs has a 61,000,000 umbrelle/exoess liability policy that is on top of the above coverage. Wimdog Commuvicmioms is entitled to allow a wmbirmtion ofpnmary arM excess policies to meet Nesercquiremams. Coverage: Premises liability; Conrmctual liability; Personal and Advertisin8 Njury Iiability: Products evd Completed Operations; (o) Commecial Automobile Liability Limit of liability: 51,000,000 per o¢unence combined single limit fr bodily injury [mdudin6 death) e~ progeny damage Iiability_ Coverage: Owned, nomown~ arM hired vehicles. (d) Umbrella or Excess Liability Limimf liability: 61,OOg000 pct ocwrrenoe W'vedog Communicatov will submit at Ne Town's tctuesl, certificates of insumvice evidencing the rcqui dcovemges prior to the wmmrncwent ofwork. WvWOg Cotrunmdcarions may obtain any pan or all of the iasurence policies required under Nis Exhibit wish a deducrible or xlftimored rxention chosen by Wiredog Cnmmmdnrions, or by a combimrion ofprimmy and excess policies, without the prior written approval of the Town m any orhermrity. Ifm the time ofwtrumncemnt ofMe work under this A&eement, Wiredog Corrimunicatlons self-ivsures its wohers' wmpenserion or automobik liability, Wiredog Commwicarions may, in lies of the foregoing famish ro the sown a current espy of the state certifcation form for self-i¢surooce or a currem copy of[he State letter of approval, whiclrever is appropriam. The Parties agree the wsumnce ( lading xlf-wsumnce) requirements ofthis Exhibit are rat ivterMed tq aM do not (a) expand or limit Ne'. ifiaariovs made in Nis Agreemrnt by W irtdog Communications ro Ne iowq if my, or ro) expend or limit Wiredog Communicatons' liability to the rows sa povidN in Nis Agreemrnt. Exhibit C Publie Benefits end Addirional5ervices Provided by Wiredag A. Public Benefits Wiredag shall provide the Public Benefits az set Pooh in this Sution A, ben this provision shall not be determined or constmed to effect other provisions of this agreement, ben shell be in addition thereto L Wi-Fi Acwonts. Wiredog shall provide acwunts for the following uses (IJ povernmut Use (the "Wi-Fi Rroadband Aowuna'~_ Cusmmu premises equipment for norv govemmem customus, including without limitation any user equipmnt or devices for ecces sing or using the awoums (wlledively `CPE"J. Wiredog may provide iofonnation r recommwdafions regarding CPE. Wiredog may pmvide any CPE Cor the W i-Fi 9roadband Accounts otherwise undo the Agreement for Govenment Use accoums on such toms az W imdog genuelly makes available b thiN pattiea LI Wi-Fi Broadband AWOWls forpovemmem Use 1.1.1 Wiredog shall Cumish Wi-1'i Broadband Aewums for Gpvermnent Use to the Town of Pulaski, az follows: W i-Fi Broadband ACCOUms for Goverment Use shall be assigned by the Town for use by eloued and appointed officers, officials, employees, con¢aetom and agents o[ the Town, in acwNanw with section 2.53 o[lhis agreement The Broadband Accounts for Government Use that are used by the Town during a billing period will be free. The Town may purchase additional W i-Fi broadband Accomts for Government Use et the town's sale option. The Wi-Fi Broadband Acwums far Goverment Use shall provide wirelees data mensmission end Internet access with a eommeroially reaso~ble efforts data transmission rote of et Icast approximately 1.0 Mbps downstream / 1 0 Mbps upstream, and dynamic IP addresses; provided Wiredag shall pmvide the W i-Fi Broadband Aocow[s far Gpvermnent Use the service availability it provides to Wiredog mteil customers that purchase the standard unlimited awes wi-fi product. Wiredog amiss the right to make changes m the Wiredog retail services and services offered to the Wi-Fi Rroadband Awoun[s for Government Use et its reasonable discretion (sobjwt m the genual requiremenm of the pervious sentence} L1.2 In the Town of Pulazki's sole discretion, the Town may bundle its own mduding but not limited m, email, software, wppoq Web pages esystems, V PN software, and oMu services selected by the Town with the W i-n Broadband product to the Town's end ours at the Town's cost The Town will be resportslble fonhe cast of CPE and iostellation es for W i-Fi Broadband accounts for its end users, and may in its sole discretion, i[self provide and/or charge iu end users Por CPB insrallation services and ongoing support The CPE shall be approved and certified by Wiredog to mn on the Network and shall not be detrimemal to the network's performance. 1.1.3 If Wiredog discontinues the underlying commercial Service used to provide the W i-Fi Broadband Accoums [or Oovurunem Use and mplaces it with a product ofthe same or higher transmission rate, Wiredog shall provide accow[s for such replacement product to the Town instead ondcr the same [wms and conditions.