HomeMy WebLinkAbout99, 3 River PCS Licence Agreement Law Offices of
GRAYBILL, OSTREM & CROTTY, PLLP
No. 18 Sixth Street North • Suite 200 • Great Falls, Montana 59401
No. 14 West Second Street• Whitefish, Montana 59937
Leo Graybill, Jr (1997) Great Falls Telephone (406)452-8566
G Robert Crotty, Jr (1999) Great Falls Telefax. (406)727-3225
Donald L. Ostrem E-Mail, goc@mcn net
Turner C Graybill Whitefish Telephone (406) 862-8991
Admitted in Massachusetts Whitefish Telefax (406)862-9832
Benjamin R Graybill Whitefish Voice Mail (406) 862-9831
Admitted in Massachusetts ,
Stephanie Walls(Whitefish Office) �_ ..•-- -
Admitted in Texas
Todd A Stubbs ;F i"j !s`�'° August 21, 2000
City Manager L.:, \-11�LL3 --_-U
City of Bozeman
P.O. Box 640
Bozeman, MT 59771 CERTIFIED MAIL
RE. 3 Rivers PCS, Inc./City of Bozeman License Agreement
To Whom This May Concern:
Please be advised that I am counsel for 3 Rivers PCS, Inc. (3 Rivers) 3 Rivers currently has rights and
interest in a License Agreement which names the City of Bozeman and 3 Rivers as parties (a copy of the
License Agreement is attached to a Consent form enclosed herein). 3 Rivers is currently in the process of
obtaining financing from CoBank, ACB, of Denver, Colorado. CoBank is requiring 3 Rivers to pledge its
rights and interest under the License Agreement as security for this financing.
On behalf of 3 Rivers, I kindly request your consent to 3 Rivers pledging its rights and interests under the
License Agreement as security for this financing. Please find enclosed a Consent form which 3 Rivers
requests you to execute and return in the enclosed self-addressed, stamped envelope.
Closing of this transaction is anticipated to occur in early September. Accordingly, your prompt response
to this matter would be most appreciated. I request that you return the executed Consent form to our
offices on or before September 1, 2000. Please fill in your current address in the blanks contained in
Paragraph 6 of the Consent.
If you have any questions or concerns regarding this matter, please do not hesitate to contact me.
Thanking you in advance for your cooperation in this matter, I am
Very truly yours,
GRAYBILL, O EM & CROTTY, PLLP
BY: .A A-NAAFC------
o_sld A. Stub.s
TAS/ct
Enclosure: Consent form with attached agreement
LICENSOR CONSENT
The undersigned, City of Bozeman ("Licensor"), Licensor under that certain License
Agreement dated January 13, 1999 ["License Agreement"], a copy of which is attached as
Exhibit "A" and by this reference made a part hereof, hereby certifies to CoBank, ACB
("CoBank"), proposed mortgagee of all the interest of 3 Rivers PCS, Inc. ("Licensee") as the
Licensee under the License Agreement, as follows:
1. The License Agreement is in full force and effect and to the best knowledge of the
undersigned, Licensee is not in default of performance of any covenant, agreement, obligation or
condition contained in the License Agreement.
2. All rent and other charges reserved in the License Agreement have been paid to
the extent they were payable prior to the date hereof.
3. The undersigned hereby consents to mortgaging of the Licensee's interest under
the License Agreement by Licensee to CoBank and further consents to CoBank acquiring
Licensee's interest under the License Agreement in the event CoBank is entitled to and thereby
forecloses upon the same.
4. Licensor will provide CoBank with a copy of any notice of default or event of
default of Licensee under the License Agreement and CoBank will have the same cure period
allowed under the License Agreement. Licensor will not terminate the License Agreement by
reason of such default or event of default until CoBank shall have failed to (A) cure any
monetary default or commence the cure of any non-monetary default and thereafter diligently
prosecute the same or(B) acquire Licensee's rights and interest under the License Agreement or
commence foreclosure or other appropriate proceedings in the nature thereof and thereafter
diligently prosecute the same.
5. Notwithstanding any provisions to the contrary contained in the License
Agreement, if CoBank or its designee or any other purchaser at a foreclosure sale or otherwise,
will have cured such default by Licensee, the License Agreement will continue in full force and
effect as if Licensee had not defaulted thereunder. In the event CoBank is entitled to and thereby
forecloses upon the mortgage of Licensee's interest under the License Agreement, CoBank or its
designee or any other purchaser may assign its rights under the License Agreement without the
consent of Licensor, provided such assignee assumes all the obligations of the Licensee under
the License Agreement.
6. All notices required or permitted hereunder shall be given in the manner described
in the License Agreement, addressed to Licensor at:
and to CoBank at:
CoBank, ACB
5500 South Quebec Street
Englewood, Colorado 80111
Attention: Rural Utility Lending Division
Either party may change such address from time to time by written notice to the other party.
7. Paragraphs 3 and 5 are covenants that will constitute and be deemed to be and
have the force and effect of an amendment to the License Agreement.
The Licensor understands that this Consent is given in connection with a loan by CoBank
to Licensee upon the security of a mortgage encumbering the Licensee's interest under the
License Agreement, and that CoBank will act in reliance upon this Consent.
Dated: October 2 , 2000
Licensor:
CITY OF BOZEMAN
By:
Its: r;tai Ma na cjar
2
063- b )
LICENSE AGREEMENT FOR THE USE OF CITY PROPERTY
BY 3 RIVERS PCS, INC.
THIS LICENSE AGREEMENT is an agreement between the City of Bozeman, (the
"City") and 3 Rivers PCS, Inc., d/b/a, 3 Rivers Wireless, ("3 Rivers").
Whereas, the City is the owner of the water tank located on Kenyon Drive, in the
City of Bozeman; and
Whereas, 3 Rivers provides telecommunication services for the community of
Bozeman; and
Whereas, the City recognizes the benefits to the City and to the citizens of
Bozeman of the services provided by 3 Rivers;
Now therefore, in consideration of 3 Rivers' promises herein, the City hereby gives
permission, revocable and terminable as hereinafter provided, to 3 Rivers to use the water
tank located on Kenyon Drive in the City of Bozeman, during the period commencing
January l3, 1999 until January 13, 2004 on the terms and conditions as set forth below,
which 3 Rivers promises to comply with and abide by:
1 . This permission is given to 3 Rivers as an accommodation to 3 Rivers, and for an
annual fee of six thousand dollars ($6,000.00), payable on or before January 30th
of each year during the term of this agreement. As a further consideration, 3
Rivers agrees to provide thirty (30) cellular telephones to the City, and 300 minutes
of no cost air time each month which will be grouped among all thirty phones. 3
Rivers acknowledges the title of the City to the above described property and
agrees never to deny such title or claim, at any time, any interest or estate of any
kind or extent whatsoever in the property by virtue of this agreement or its
occupancy or use hereunder.
2. 3 Rivers shall exercise its privilege at its own risk and agrees to indemnify and hold
harmless the City from any and all liability, loss, or damage the City may suffer as
a result of claims, demands, cost or judgment against it, arising out of or in
anyway connected with the occupation or use of the property by 3 Rivers, or its
members, employees, guests, or invitees,
3. 3 Rivers will not assign or transfer this agreement or sublet all or any portion of the
site without the prior written consent of the City, which consent will not be
unreasonably withheld.
4. 3 Rivers shall maintain liability insurance insuring the City and 3 Rivers against loss
and liability for damages for personal injury, death, or property damage arising out
of or in connection with the use of the property by 3 Rivers. In addition, the policy
or policies shall contain a provision that no cancellation thereof shall be effective
by the insurer without 30 days prior written notice to the City and 3 Rivers.
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5. The placement of all telecommunications facilities on City-owned property
must comply with the following requirements:
A. The telecommunications facilities will not adversely interfere with the
purpose for which the property is intended: 3 Rivers' access to the facilities
will not increase the risks of contamination to the City's water supply; the
presence of the facilities will not increase the water tank maintenance cost
to the City; and the presence of the facilities will not harm the health of
workers maintaining the water tank.
B. The right to this license shall be contingent upon the fulfillment of all general
and special conditions imposed by the conditional use procedure.
C. All work at the site must be properly scheduled with the City. Tank
penetration and reinforcement requirements established by a professional
design must be adhered to. The location and placement of cables shall be
designed to reduce interference with future maintenance and painting
requirements, and verified to prevent sanitary, safety, or personnel hazards.
Brackets, if any, shall be mounted in such a manner so as to prevent failure,
and shall not cause damage to the tank.
D. In addition to all other requirements, 3 Rivers shall ensure that any antenna
affixed to the water tank shall be color matched with the tank, and shall be
profiled at or below the top of the tank.
E. Following installation of the monopole tower and/or antennas to be mounted
on the City's water tank, entry into the enclosed area surrounding the tank
shall be restricted to City personnel only. 3 Rivers may, at its own expense
and subject to preapproval by the City, construct a separate enclosure
within the existing enclosed area with a separate external access to
facilitate a preferred locale for base station equipment, provided that the
restricted access to the area surrounding the tower is not compromised.
F. 3 Rivers may, at its own expense, make such improvements on the site as
necessary from time to time for the operation of a transmitter site for
wireless and voice data communication. Access to the water tank must be
coordinated with the City of Bozeman. Any improvements or modifications
required for installation or operation of equipment, as well as utility
provisions and service, must conform to applicable specifications, codes and
all standard engineering requirements, in addition to all terms of this license.
G. Maintenance of the water tank by the City of Bozeman will be coordinated
with 3 Rivers. City needs and maintenance requirements will supercede all
other considerations. In the event maintenance or other requirements
involve removal or impact of 3 Rivers' antenna, 3 Rivers may affix such
antenna to another pole on a temporary basis to avoid disruption of
telecommunication service.
Page 2 of 3
H. 3 Rivers will resolve technical interference problems with other equipment
located at the site on the commencement date or any equipment that
becomes attached to the site at any future date when 3 Rivers or any other
party desires to add additional equipment to the site.
6. Upon reasonable notice, telecommunications facilities may be required to be
removed at 3 Rivers' expense. The City reserves the right to revoke or terminate
this license at any time by giving 3 Rivers such notice. Upon revocation, the
surrender or termination of the permission hereby given, 3 Rivers shall, within a
reasonable time, quietly and peacefully surrender the portion of premises occupied
by 3 Rivers in good condition as the same were at the time the use commenced by
3 Rivers. Upon request, the City will consider any factors or issues related to a
surrender or termination which 3 Rivers may provide.
7. 3 Rivers shall at all times exercise due diligence in the protection of the City of
Bozeman's property against damages.
8. Any amendment or modification of this agreement or any provision herein shall be
made in writing or executed in the same manner as the original document and shall
after execution become part of this agreement.
In wi ness, whereof, I have hereunto set my hand this (3 day of 41.
1997.9
City of Bozeman
Clark Johnson, City Manager
3 Rivers, Inc.
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