HomeMy WebLinkAbout2097
ORDINANCE NO. 2097
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
ARCADIA, CALIFORNIA, GRANTING A NON-EXCLUSIVE
FRANCHISE TO METRIC OM INC. TO INSTALL AND
OPERATE A WIRELESS COMMUNICATION RADIO
NETWORK IN CITY OF ARCADIA RIGHTS-OF - WAY
WHEREAS, Arcadia City Charter Sections 1300-1303 authorize the granting and
conditioning of franchises; and
WHEREAS, Metricom Inc. has requested approval of a franchise as set forth herein
and the attached documents incorporated as part of this Ordinance; and
WHEREAS, pursuant to City Charter Section 1303 a Resolution ofIntent regarding
the granting of a franchise was approved by the City Council on December IS, 1998; and
WHEREAS, pursuant to that Resolution No. 6094 (attached) notice of a public
hearing was published for conduction of a public hearing on January 5, 1999, which notice
was published more than ten (10) days prior to the public hearing; and
WHEREAS, such public hearing was held on January 5, 1999 to hear any person
having an interest in or objection to granting subject franchise as described herein and in
Resolution No. 6094; and
WHEREAS, the City Council has determined to grant subject franchise consistent
with the terms and conditions referred to herein.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA,
CALIFORNIA, DOES HEREBY FIND, DETERMINE AND ORDAIN AS FOLLOWS:
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SECTION I. The Arcadia City Council grants a non-exclusive franchise to Metricom
Inc. for the installation and operation of a wireless digital radio system in the City of Arcadia,
subject to all of the terms and conditions set forth in the . attached Franchise Agreement
incorporated as part of this Ordinance.
SECTION 2. The attached Franchise Agreement, ifnot duly executed by Metricom,
Inc. as of January 5, 1999, shall be executed within five (5) business days of the date of
introduction of this Ordinance. Failure by Metricom, Inc. to execute and deliver the attached
Franchise Agreement as required shall constitute a rejection of the approvals contained
herein, and the Franchise shall therefore be denied.
SECTION 3. The attached Franchise Agreement incorporated and adopted as part of
this Ordinance shall constitute the terms and condition of the granting of this Franchise. The
Mayor of the City of Arcadia is authorized to sign subject Agreement after execution by
Metricom Inc., the adoption of Ordinance No. 2097, and approval of the Agreement as to
form by the City Attorney.
SECTION 4. That the City Clerk shall certify to the adoption of this Ordinance.
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2097
Passed, approved and adopted this 19th day of Januarv
,1999.
~4..1W~
Ma ofth ity of Arcadia
ATTEST:
~~~~
ity Clerk /./ )
APPROVED AS TO FORM:
ffJ~ Q ~
City Attorney
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:
CITY OF ARCADIA )
I, JUNE D. ALFORD, City Clerk of the City of Arcadia, hereby certify that the
foregoing Ordinance No. 2097 was passed and adopted by the City Council of the City of
Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said
Council held on the t 9th day of January, 1999 and that said Ordinance was adopted by the
following vote, to wit:
AYES: Councilmember Chandler, Harbicht, Marshall, Roncelli and Kovacic
NOES: None
ABSENT: None
,J
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~Y[f'lJ"
ARCADIA
FRANCHISE AGREEMENT
THIS FRANCHISE AGREEMENT (the "Franchise") is dated as of
January 29 . 1999, and entered into by and between the CITY OF
. ARCADIA, a California municipal corporation (the "City"), and METRICOM,
INC., a Delaware corporation ("Metricom" or "Grantee").
RECITALS
A. Under California law and Arcadia City Charter SS 1300 et seq., the City has
the right and power to regulate the time, location, and manner of attachment,
installation, operation, and maintenance of wireless digital communications radios in
the public right-of-way within the limits of the City.
B. Metricom wishes to attach, install, operate, and maintain a wireless digital
communications radio network on facilities located in the public right-of~way. for
purposes of operating its Ricochet™ wireless digital communications radio network
(the "Network").
AGREEMENT
Now, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to the following
covenants, terms, and conditions:
1 DEFINITIONS. The following definitions shall apply generally to the provisions of
this agreement:
1.1 Agency. "Agency" means any govel'I1ffiental or quasi-goverrunental
agency other than the City, including the FCC and the PUC (as such terms are
defined below).
1.2 City. "City" means the City of Arcadia.
1.3 City Property. "City Property" means City-owned poles or other
City-owned property, whether located within or outside of the Public Right of
Way, including (without limitation) City-owned street light poles, traffic safety
lights, illuminated street sign poles, and light poles in City ballparks and other
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public parks. As used herein, the term City Property shan also include buildings
and edifices owned by the City, but only if the City first requests that Metricom
attach its Radios to such buildings and edifices and Metricom determines that
such attachments are both feasible and economical for the efficient operation of
the System. The term City Properttj shan not include any decorative City-owned
poles of any type.
1.4 Effective Date. "Effective Date" means the latest to occur of (a) the date
on which this Franchise, as finany approved by the City Council of Arcadia, is
executed by the City and delivered to Metricom; (b) the date on which all
permits required hereunder are issued by the City; or (c) the date on which
Metricom hangs its first Radio as provided below.
1.5 FCC. "FCC" means the Federal Communications Commission.
1.6 Fee. "Fee" means any assessment, license, charge, fee, imposition, tax (but
excluding any utility users' tax or franchise fees), or levy of general application to
Persons doing business in the City lawfully imposed by any governmental body.
1.7 Gross Revenues. "Gross Revenues" means the gross dollar amount
accrued on Metricom's books for Services provided to its customers with billing
addresses in the City, excluding (i) the Franchise Fee, if any, payable pursuant to
94.1 et seq. below; (ii) local, state, or federal taxes collected by Metricom that
have been billed to the subscribers and separately stated on subscribers' bills;
and (iii) revenue uncollectible from subscribers (i.e., bad debts) with billing
addresses in the City that was previously included in Gross Revenues.
1.8 Laws. "Laws" means any and all statutes, constitutions, ordinances,
resolutions, regulations, judicial decisions, rules, tariffs, administrative orders,
certificates, orders, or other requirements of the City or other governmental
agency having joint or several jurisdiction over 'the parties to this Franchise, in
effect either at the time of execution of this Franchise or at any time during the
presence of Radios in the Public Right of Way.
1.9 Metricom. "Metricom" means Metricom, Inc., a corporation duly
organized and existing under the laws of the State of Delaware, and its lawful
successors, assigns, and transferees.
1.10 PUc. "PUe" means the California Public Utilities Commission.
1.11 Franchise. "Franchise" means this nonexclusive Franchise Agreement and
may also refer to the associated right to encroach upon the public right-of-way
conferred hereunder.
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1.12 Persoll. "Person" means an individual, a corporation, a limited liability
company, a general or limited partnership, a sole proprietorship, a joint venture,
a business trust, or any other form of business entity or association.
1.13 Provision. "Provision" means any agreement, clause, condition,
covenant, qualification, restriction, reservation, term, or other stipulation in this
Franchise that defines or otherwise controls, establishes, or limits the
performance required or permitted by any party to this Franchise. All
Provisions, whether covenants or conditions, shall be deemed to be both
covenants and conditions.
1.14 Public Right of Way. "Public Right of Way" means in, upon, above,
along, across, and over the public streets, roads, lanes, courts, ways, alleys,
boulevards, and places, including all public utility easements and public service
easements as the same now or may hereafter exist that are under the jurisdiction
of the City. This term shall not include any property owned by any Person or
Agency other than the City except as provided by applicable Laws, pursuant to
an agreement between the City and any such Person or Agency, or pursuant to
an easement, dedication, or other property interest granted in favor of the City.
1.15 Radio Month. "Radio Month" means a calendar month during which a
Radio occupies space on a piece of City Property, even if such occupancy is less
than the entire month.
1.16 Radio. "Radio" means the radio equipment, whether referred to singly or
collectively, to be installed and operated by Metricom hereunder and more
particularly' described in Exhibit A attached hereto.
1.17 Ricochet™. ''Ricochet™'' or ''Ricochet™ MCDN" means Ricochet™
MicroCellular Digital Network, a wireless, microcellular digital radio
communications network owned and operated by Metricom.
1.18 Servic~~s. "Services" means the wireless digital communications services
provided through Ricochet by Metricom to subscribers with billing addresses
within the City.
2 TERM. The term of this Franchise shall commence on the Effective Date and shall
expire on the date which completes five (5) years after the Effective Date, unless it is
earlier terminated by either party in accordance with the provisions herein. After the
initial term of this Franchise, the term shall be renewed automatically for successive
terms of three (3) years each on the same terms and conditions as set forth herein,
except that the Annual Fee shall be subject to adjustment as provided in 84.1 below,
unless Metricom notifies City of its. intention not to renew not less than thirty (30)
calendar days prior to commencement of the relevant renewal term. Each renewal shall
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be subject to the reasonable approval of the City Council, which the City will not
unreasonably withhold so long as Metricom is not in default under this Franchise and
faithfully performs all its obligations hereunder.
3 SCOPE OF FRANCHISE. Any and all rights expressly granted to Metricom under
this Franchise, which shall be exercised at Metricom's sole cost and expense, shall be
subject to the prior and continuing right of the City under applicable Laws to use any
and all parts of the Public Right of Way exclusively or concurrently with any other
Person or Persons, including (without limitation) other providers of wireless data
communication services of any kind, and shall be further subject to all deeds,
easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of
title which may affect the Public Right of Way. Nothing in this Franchise shall be
deemed to grant, convey, create, or vest a real property interest in land in Metricom,
including any fee, leasehold interest, or easement.
3.1 Attachment to City Property. The City hereby authorizes Metricom to
attach, install, operate, maintain, remove, reattach, reinstall, relocate, and replace
Radios in or on City Property for the purposes of providing Services to Persons
located within or without the limits of the City. Any work performed pursuant
to !;he rights granted under this Franchise shall, at the City's option, be subject to
the prior review and approval of City in accordance with the provisions of S 6.
The location of each Radio installed by Metricom or its designee shall be
disclosed in writing to the City by Metricom within ten (10) days after its
installation, removal, or relocation as required under S 6.1. The locations of
Metricom's planned initial installation of Radios shall be incorporated in
Exhibit B attached to this Franchise. Metricom agrees that the number of Radios
attached to City Property shall not exceed seven (7) per square mile without the
express consent of the City. In addition, Metricom agrees to utilize City Property
in preference to third-party-owned property for the attachment of Radios
wherever such attachment is functionally feasible and commercially reasonable.
Metricom agrees to upgrade its system operating in the City with any technical
improvements made by Metricom to its Radios within ninety (90) days of
introduction in surrounding cities in the Los Angeles GSA.
3.2 Attachment to Third-Party Property. Subject to obtaining the permission
of the owner(s) of the affected property and of the City's Maintenance Services
Director, the City hereby authorizes and permits Metricom to attach, install,
operate, maintain, remove, reattach, reinstall, relocate, and replace such number
of Radios in or on poles or other structures owned by public utility companies,
including SCE, or other property owners located within the Public Right of Way
as may be permitted by the public utility company or property owner, as the case
may be. Metricom shall furnish to the City documentation of such permission
from the individual utility or property owner responsible.
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3.3 No Interference. Metricom in the performance and exercise of its rights
and obligations under this Franchise shall not interfere in any manner with the
existence and operation of any and all public and private rights of way, sanitary
sewers, water mains, storm drains, gas mains, poles, rerial and underground
electrical and telephone wires, electroliers, cable television, and other
telecommunications, utility, or municipal property, without the express written
approval of the owner or owners of the affected property or properties.
3.4 Compliance with Laws. Grantee shall comply with all federal, state, and
city laws, statutes, ordinances, rules, and regulations and the orders and decrees
of any courts or administrative bodies or tribunals with jurisdiction over the
parties to this Franchise Agreement in any manner affecting the performance of
the Franchise.
3.5 Modification of Service Voltage. The City reserves the right to modify
the service voltage delivered to or at any street light pole or utility pole on which
a Radio may be located. Metricom shall replace or modify any Radio that will be
affected by such voltage modifications within thirty (30) days of receiving prior
written notice of voltage modifications. In the event that Metricom fails to
replace or modify any Radio within the thirty-day notice period before the
voltage modification, the City may disconnect any such Radio until Metricom
performs and completes the necessary work and advises City accordingly.
4 FEES AND TAXES. Metricom shall be solely responsible for the payment of all
lawful Fees and utility charges in connection with the exercise of Metricom's right
under this Franchise including those set forth below.
4.1 Franchise Fee. Metricom shall pay to the City, on an annual basis, an
amount (the "Franchise Fee") equal to five percent (5%) of Metricom's Gross
Revenues collected during each preceding calendar year, which amount shall be
collected from subscribers of the Services and remitted to City as provided
herein. The Franchise Fee shall be due on or before the forty-fifth (45th) day after
the end of each calendar year or fraction thereof. Within forty-five (45) days after
the termination of this Franchise, the Franchise Fee shall be paid for the period
which has elapsed since the end of the last calendar year for which the Franchise
Fee has been paid. Metricom shall furnish to the City with each payment of the
Franchise Fee a statement, executed by an authorized officer of Metricom or his
or her designee, showing the amount of Gross Revenues for the period covered
by the payment. If Metricom discovers that it has failed to pay the entire or
correct amount of the Franchise Fee, Metricom shall pay the difference to the
City or make such other adjustment within fifteen (15) days of discovery of the
error or determination of the correct amount. Any overpayment to the City
through error or otherwise shall be offset against the next payment due from
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Metricom. Acceptance by the City of any payment due under this section shall
not be deemed to be a waiver by the City of any breach of this Franchise
occurring prior thereto, nor shall the acceptance by the City of any such
payments preclude the City from later establishing that a larger amount was
actually due or collecting any balance due to the City.
4.1.1 Accounting and Audit. Metricom shall keep accurate books of
account at its principal office in Los Gatos or such other location of its
choosing for the purpose of determining the amounts due to the City
under S 4.1. The City may inspect Metricom's books of account at any
time during regular business hours on five (5) days' prior written notice
and may audit the books from time to time, but in each case only to the
extent necessary to confirm the accuracy of payments due under S 4.1.
The City shall bear the cost of any such audit, unless such audit reveals an
underpayment to the City of more than five percent (5%) of the Franchise
Fee which was due to the City for such calendar year. Once each calendar
year the City may require an annual report from Metricom relating to its
operations and revenues within the City. City agrees to hold in
confidence any nonpublic information it learns from Metricom in
accordance with applicable law.
4.2 Annual Fee. Metricom shall pay to the City an annual fee (the" Annual
Fee") in the amount of Sixty Dollars ($60.00) for the use of each piece of City
Property upon which a Radio has been installed pursuant to this Agreement.
The initial Annual Fee shall be due and payable not later than the date of
installation of the first Radio on City Property under this Franchise (the
"Installation Date") and shall be computed based upon the number of Radios
Metricom estimates as of the Installation Date that it will install on City Property
during the succeeding twelve (12) months. The Annual Fee for subsequent years
shall be due and payable not later than thirty (30) days following each
anniversary of the Installation Date and shall equal the total number of Radios
then installed on City Property pursuant to this Franchise multiplied by the
Annual Fee, adjusted for the Prior Year Adjustment, as described immediately
below. The Prior Year Adjustment shall either increase or decrease a subsequent
year's aggregate Annual Fee to account for the installation or removal of Radios
during the prior year, and shall equal the difference between (i) the total number
of Radios used to calculate the prior year's aggregate Annual Fee multiplied by
twelve (12), and (ii) the actual number of Radio Months which occurred during
such year, multiplied by one-twelfth of the Annual Fee.
4.2.1 CPI Adjustment. At the commencement of each renewal term, the
Annual Fee with respect to such term shall be adjusted effective January
1st of the first year of such renewal term by a percentage amount equal to
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the percentage change in the U.S. Department of Labor, Bureau of Labor
Statistics, Consumer Price Index of all items, Base 1982-1984, for the San
Francisco-Oakland-San Jose Metropolitan Statistical Area which occurred
during the previous term or renewal term, as the case may be.
4.3 City Access Program Subscription Rate. In consideration of City's
execution and delivery of this Franchise, City shall have the right throughout the
term of this Franchise to purchase a number of subscriptions based upon the
City's population, up to the maximum number set forth below, to Ricochet™
Basic Service Subscriptions when such service is commercially available in the
City at the rate of fifty percent (50%) of the regular Basic Service Subscription
rate as current from time to time. The number of subscriptions which the City
may purchase at the City Access Program rate shall be determined in accordance
with the City's official population, as shown on the latest available census data,
as follows: (a) for cities with a population of less than 100,000, up to a maximum
of twenty (20) discount subscriptions; (b) for cities with a population of 100,000
to 249,000, up to a maximum of thirty (30) discount subscriptions; (c) for cities
with a population of 250,000 to 500,000, up to a maximum of forty (40) discount
subscriptions; and (d) for cities with a population of over 500,000, up to a
maximum of fifty (50) discount subscriptions. City understands and agrees that
Metricom's modems and equipment required to utilize the discounted
subscriptions and any additional service subscriptions or service options the City
may desire are expressly excluded from this special City Access Program rate
and may be obtained from either Metricom or an authorized retailer at market
rates current from time to time or under other promotional programs which may
be available from time to time in addition to the City Access Program rate. City
shall use all subscriptions provided pursuant to this ~ 4.3 solely for its own use
and shall not be entitled to resell, distribute, or otherwise permit the use of the
same by any other party.
4.4 Reimbursement of City's Expenses. Metricom shall reimburse the City at
City's standard rates for all reasonable expenses relating to the preparation,
issuance, and implementation of this Franchise, promptly upon receipt of bills,
paid invoices, and such other documentation as Metricom shall reasonably
require, up to a maximum of Two Thousand Dollars ($2,000). The
reimbursement provided for in this ~ 4.3 shall not replace or excuse Metricom
from (a) the payment of any applicable City fee, including (without limitation)
the Annual Fee and any license fee, for work undertaken in connection with this
Franchise, (b) providing the tradeouts elected by the City in lieu of fees, or
(c) taxes, if any.
4.5 Potential Utility Users' Tax. Metricom acknowledges and agrees that the
City may require users of revenue-producing services such as the Services to pay
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a utility users' tax ("Utility Tax") to the City pursuant to City's Municipal Code.
If the City determines that the Services are subject to the Utility Tax, Metricom
agrees to collect the tax from Service users and remit such tax to the City in
accordance with City's Municipal Code.
4.6 Most-Favored Municipality Clause. Should Metricom after the parties'
execution and delivery of this Use Agreement enter into an attachment permit
agreement with another municipality of the same size or smaller than the City in
the Los Angeles Metropolitan Statistical Area which agreement contains financial
benefits for such municipality which, taken as a whole and balanced with the
other terms of such agreement, are in the City's opinion substantially superior to
those in this Use Agreement, City shall have the right to require that Metricom
modify this Use Agreement to. incorporate the same or substantially similar
superior benefits and such other terms and burdens by substitution, mutatis
mutandis, of such other agreement or otherwise.
5 REMOVAL AND RELOCATION OF RADIOS. Grantee understands and
acknowledges that City may require Grantee to remove or relocate, and Grantee shall,
at City's direction, remove or relocate within forty-eight (48) hours upon reasonable
request from City at Grantee's sole expense, any Radio whose removal or relocation
City determines is needed for any of the following purposes: (a) to facilitate or
accommodate the construction, completion, repair, relocation, or maintenance of a City
project; (b) because the Radio is interfering with or adversely affecting proper oper'!tion .
of light poles, traffic signals, or other City facilities; or (c) to protect or preserve the
public health, safety, welfare, or interest. City understands and acknowledges that
Grantee shall have the right to' remove its Radios in the exercise of its business
judgement.
5.1 Malfunctioning or Nonfunctioning Radios. Grantee shall remove and
replace or repair any nonfunctioning or malfunctioning Radio within forty-eight
(48) hours of receiving notice from the City or any third party that such Radio is
malfunctioning or nonfunctioning. City shall be under no obligation or duty to
inspect or otherwise monitor the performance of the System.
5.2 Metricom Desires Relocation. In the event Metricom desires to relocate
any Radios, Metricom shall so advise City in accordance with S 6. City will use
its best efforts. to accommodate Metricom by making another functionally
equivalent piece of City Property available for use in accordance with and subject
to the terms and conditions of this Franchise, with particular reference to the
requirements of S 3.1.
5.3 Discontinuation of Service. In the event that any Radio subject to this
Franchise is abandoned and no longer placed in service for a period-of six (6)
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months or more, Metricom promptly shall notify the City, and the City, at its
option, may require Metricom promptly to remove the abandoned Radio(s) at
Metricom's sole cost and expense or dedicate the same to the City. The City shall
not issue notice to Metricom that the City intends to exercise the option to
require removal or dedication of Radios, unless and until the City first gives
fifteen (15) days' prior written notice to Metricom. If Metricom shall fail to
remove the Radios as required by the City, the City shall be entitled to remove
the Radios at Metricom's sole cost and expense. Metricom shall execute such
documents of title as will convey all right, title, and interest in the abandoned
Radios, but in no other Metricom property, intellectual or otherwise, to the City.
5.4 Damage to City Property. Whenever the removal or relocation of Radios
is required under this Franchise, and such removal or relocation shall cause any
City Property to be damaged, Metricom, at its sole cost and expense, shall
promptly repair and return such City Property to an original and satisfactory
condition in accordance with applicable Laws and subject to the reasonable
approval of the City's Director of Maintenance Services, normal wear and tear
excepted. If Metricom does not repair the site as just described, then the City
shall have the option to perform or cause to be performed such reasonable and
necessary work on behalf of Metricom and to charge Metricom for the proposed
costs to be incurred or the actual costs incurred by the City at City's standard
rates. Upon the receipt of a demand for payment by the City, Metricom shall
reimburse the City for such costs.
5.5 Condition of Photoelectric Cells. Grantee acknowledges and agrees that
Grantee bears all responsibility and costs for any and all photoelectric cells
owned by the City or SCE that, for any reason, require repair or replacement on
any light pole where Radios have been installed.
5.6 Workmanlike Performance. Grantee shall use and exercise due care,
caution, skill, and expertise in performing all work under this Franchise and
shall take all reasonable steps to safeguard work site areas.
5.7 Traffic Regulation. Grantee shall plan, organize, and perform its work
under this Franchise in the manner that results in the minimum amount of traffic
disruption. Grantee shall provide at its sole cost, all signs, barricades,
arrowboards, lights, high-level flag trees, flag personnel, and other devices,
materials, or personnel that may be needed in connection with the safe and
careful performance of the work allowed under this Franchise.
5.8 Underground Work. Grantee shall perform no excavation, trenching,
coring, boring, or digging into the ground, or installation of any equipment or
other material into the ground or any other underground work in connection
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with the work to be performed or services to be provided by Grantee under this
Franchise, except as expressly authorized by the Director of Maintenance
Services in writing, and shall not otherwise disturb or disrupt the operation or
maintenance of sanitary sewers, storm drains, gas or water mains, or other
underground conduits, cables, or mains.
5.9 Damage to City Facilities or Property. Grantee agrees to repair or replace
to City's satisfaction any facilities or property that City reasonably determines
has been damaged, destroyed, defaced, or otherwise injured as a result of the
work performed or services provided by Grantee under this Franchise.
6 ENCROACHMENT OR OTHER PERMIT. In the event that the attachment,
installation, operation, or maintenance of Radios shall require any work, including
(without limitation) the initial deployment and any subsequent installation, removal, or
relocation of Radios, on City Property, Metricom shall apply for and obtain, through the
City's Maintenance Services Department, the appropriate encroachment or other
permits required by Law prior to the attachment, installation, operation, or
maintenance of any such Radios. In the event Metricom desires to make any changes to
its Radios, operation of them, or method of attaching Radios, Metricom shall submit
documentation of such changes, including (without limitation) FCC certification of
equipment and engineering, as reasonably required by City for City's prior review and
approval.
6.1 Pole Locations. Grantee shall submit for approval to the Director of
Maintenance Services a complete list of proposed pole attachment locations prior
to deployment and installation. The Director of Maintenance Services shall issue
written approval of the specific pole locations prior to deployment by the
Grantee. Grantee shall submit written proof, in a form acceptable to the Director
of Maintenance Services, that Grantee has secured the Consent of SCE to attach
its Radios to SCE poles which are the subject of its application prior to the
issuance of any City approvals or permits. The pole locations specified in any
City approval may be amended from time to time upon request of Grantee
subject to the prior written consent of the Director of Maintenance Services and
SCE. Grantee shall promptly provide City with' an updated pole location list
showing any such installed or relocated poles.
7 As-BUILT DRAWINGS. Upon the completion of the installation or relocation of
any Radio(s), Metricom promptly shall furnish to the City, in hard copy and in
Metricom's electronic format, suitable documentation showing the exact location of the
Radios in the Public Right of Way.
8 INDEMNIFICATION AND SECURITY. Metricom agrees to indemnify, defend (with
counsel reasonably acceptable to the City), protect, and hold harmless the City, its
Telecommunications Frand,ise Agrten~nt
City of Arcadill :: Metricom, Inc.
1"'8' lOofl8
arradia2.doc (Ollnvc23apa98]
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2097
council members, officers, employees, and agents from and against any and all claims,
demands, losses, damages, liabilities, fines, charges, penalties, administrative and
judicial proceedings and orders, judgements, remedial actions of any kind, all costs and
cleanup actions of any kind, and all costs and expenses incurred in connection
therewith, including reasonable attorney's fees and costs of defense (collectively, the
"Losses") arising, directly or indirectly, in whole or in part, out of the activities or
facilities described in this Franchise, including (without limitation) Metricom's
equipment and Radios, the installation, relocation, and/or removal activities, any and
all Metricom operations, including (without limitation) health, safety, environmental, or
hazard claims, the City Property, and infrastructure of all kinds, except to the extent
arising from or cau.sed by the sole negligence or willful misconduct of the City, its
council members, officers, employees, agents, or contractors.
8.1 Waiver of Breach. The waiver by the City of any breach or violation of
any Provision of this Franchise by Metricom shall not be deemed to be a waiver
or a continuing waiver by the City of any subsequent breach or violation of the
same or any other Provision of this Franchise by Metricom.
8.2 Waiver of Claims. Metricom waives any and all claims, demands, causes
of action, and rights it may assert against the City on account of any loss,
damage, or injury to any Radio or any loss or degradation of the SerVices as a
result of a sudden or gradual loss or change of electrical power caused by,
among other things, any of the following: an Act of God; an event or occurrence
which is beyond the reasonable control of the City; a power outage; a lightning
strike; a modification of City-supplied service voltage; the City's right to require
the removal or relocation of Radios pursuant to ~ 5; or damage occasioned by the
installation, maintenance, replacement, or relocation of any City-owned facility
or third-party-owned facility to which such Radio is attached.
8.3 Limitation of City's Liability. The City shall be liable only for the cost of
repair to damaged Radios arising from the sole negligence or wilJfuJ misconduct
of City or its employees or agents, and the City shall not be responsible for any
damages, losses, or liability of any kind occurring by reason of the acts of third
parties or by reason of anything done or omitted to be done by the City or by any
third party, including damages, losses, or liability arising from the issuance or
approval by the City of a permit to any third party or any interruption in
Services.
8.4 Security. Prior to commencement of work under this Franchise, the
Grantee shall furnish or cause to be furnished to City the following security for
the purpose of securing the faithful performance by Grantee of all the work,
construction, installation, and other obligations required to be performed by
Grantee under this Franchise, within the time periods set forth in this Franchise:
T~lecommuniCQtion$ Frandlist Agreemtnt
City of Arcadia :: Metricom. Inc.
pagt 11 of]8
arauIial.doc {07lJwc23apa98]
]2/29/1998
2097
(i) a bond in the amount of Six Thousand Dollars ($6,000), in the form attached
hereto as Exhibit C; and (ii) a letter of credit in the amount of Two Thousand
Dollars ($2,000), in the form attached hereto as Exhibit D. Notwithstanding the
foregoing, City shall have the right, in connection with its approval of any
assignment or transfer of this Franchise for which City's consent is required
pursuant to S 12 below et seq. below, to require in the exercise of its reasonable
discretion that the entire amount of the security required under this S 8.4 be
furnished to City in the form of the letter of credit attached hereto as Exhibit D
or other liquid or cash security reasonably acceptably to City. The rights
reserved to the City with respect to the security fund are in addition to all other
rights of the City, and no action, proceeding, or exercise of a right with respect to
such security fund shall affect any other right the City may have. This Franchise
Agreement provides no right to Grantee to utilize any city-owned pole or other
City-owned property other than the City streets and rights of way.
9 INSURANCE. Metricom shall not commence work under this Franchise until
proof of all insurance is provided to the Arcadia City Attorney and his approval is
obtained as signified by signing approval as to form on this Franchise. Metricom shall
obtain and maintain at all times during the term of this Franchise commercial general
liability insurance and commercial automobile liability insurance protecting Metricom
in an amount of not less than Two Million Dollars ($2,000,000) per occurrence
(combined single limit), including bodily injury and property damage, and in an
amount of not less than Two Million Dollars ($2,000,000) annual aggregate for each
personal injury liability, products-completed operations. Such insurance shall name the
City, its council members, officers, and employees as additional insureds as respects
any covered liability arising out of Metricom's performance under or taking the benefits
of this Franchise. Coverage shall be provided in accordance with the limits specified
and the Provisions indicated herein. Oaims-made policies are not acceptable. When an
umbrella or excess coverage is in effect, coverage shall be provided in following form.
Such insurance shall not be canceled or materially altered to reduce coverage until the
City has received at least thirty (30) days' advance written notice of such cancellation or
change. Metricom shall be responsible for notifying the City of such change or
cancellation. Metricom further covenants and agrees that it will not permit any 'gap' in
insurance coverages required hereunder to occur at any time during the term hereof,
unless such insurance becomes commercially unobtainable or unavailable and the City
has been given at least thirty (30) days' advance written notice of such unavailability.
In any such case, the City shall have the right to terminate this Franchise upon at least
twenty (20) days' advance written notice to Metricom.
9.1 Required Certificates of Insurance. Metricom shall file the required
original certificate(s) of insurance with endorsements with the City, subject to the
City's prior approval, which shall clearly state all of the following:
Teltcommuniaztions Franchise A.ptment
City of Arcadia :: M~tricom, Inc.
P"gt 12 of18
arcadia2.doc [Olbwc23ap098}
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(a) Policy number; name of insurance company; name, address,
and telephone number of the agent or authorized representative;
name, address, and telephone number of insured; project name and
address; policy expiration date; and specific coverage amounts;
(b) A provision stating that thirty (30) days' prior notice of
cancellation is required to ~e City; and
(c) A provision stating that Metricom's insurance is primary as
respects any other valid or collectible insurance that the City may
possess, including any self-insured retentions the City may have;
and any other insurance the City does possess shall be considered
excess insurance only and shall not be required to contribute with
this insurance; and
(d) The City, its council members, officers, and employees are
named as additional insureds as respects any covered liability
arising out of Metricom's performance under or taking the benefits
of this Franchise.
The certificate(s) of insurance with endorsements and notices, shall be mailed to
the City at the address specified in S 10 below:
9.2 Workers' Compensation Insurance. Metricom shall obtain and maintain
at all times during the term of this Franchise statutory workers' compensation
and employer's liability insurance in an amount not less than Five Hundred
Thousand Dollars ($500,000) and shall furnish the City with a certificate showing
proof of such coverage.
9.3 Insurer Criteria. Any insurance provider of Metricom shall be admitted
and authorized to do business in California and shall be rated at least A:X in
A.M. Best & Company's Insurance Guide. Insurance certificates issued by
non-admitted insurance companies are not acceptable.
,9.4 Severability of Interest. Prior to the execution of this Franchise, any-
deductibles or self-insured retentions must be stated on the c,ertificate(s) of
insurance, which shall be sent to and approved by the City. "Cross liability,"
"severability of interest," or "separation of insureds" clauses shall be made a part
of the commercial general liability and commercial automobile liability policies.
10 NOTICES. All notices which shall or may be given pursuant to this Franchise
shall be in writing and delivered personally or transmitted (a) through the United States
mail, by registered or certified mail, postage prepaid; (b) by means of prepaid overnight
delivery service; or (c) by facsimile transmission, if a hard copy of the same is followed
Telecommunications Francllise Agrttment
City of Arcadia :: M,tricom. Inc.
p"g<l30f18
orcadia2.doc (07bwc230pa98}
11/29/1998
2097
by delivery through the U. S. mail or by overnight delivery service as just described,
addressed as follows:
if to the City:
CITY OF ARCADIA
Attn: City Clerk & City Attorney
240 West Huntington Drive
Arcadia, CA 91007
if to Metricom:
MEfRICOM, INC.
Attn: Property Manager
980 University Avenue
Los Gatos, CA 95030
Notices shall be deemed given upon receipt in the case of personal delivery, three (3)
days after deposit in the mail, or the next day in the case of overnight delivery. Either
party may from time to time designate any other address for this purpose by written
notice to the other party delivered in the manner set forth above.
11 TERMINATION. If Grantee defaults in the performance of thiS Franchise or
materially breaches any of its provisions and fails to cure such default or breach within
thirty (30) days after written notice from the City, City, acting through the City
Manager, at its option may immediately terminate the Franchise upon written notice to
Grantee; provided, however, that if such cure cannot reasonably be cured within such
thirty-day period and said default or breach does not affect the public health or safety,
City shall not have the right to terminate the Franchise if Grantee commences such cure
within such thirty-day period, and thereafter diligently and promptly prosecutes such
cure to completion. Nothing in this 911 shall be construed to grant Grantee an amount
of time to cure a failure to perform or comply with this Franchise which would extend
beyond the expiration date established under 9 2 above. Upon termination, Grantee
shall pay City a prorated portion of the Franchise Fee calculated on the Gross Receipts
Grantee has received since the prior anniversary of the Effective Date.
11.1 Cessation of Work. In the event of termination, Grantee shall
immediately cease all work being performed under this Franchise Agreement,
excepting only that work necessary for Grantee to remove the System and leave
all work site areas in a clean and safe condition and in accordance with this
Franchise Agreement. Termination of this Franchise Agreement by City, through
the City Manager or otherwise, shall constitute the withdrawal of any consent or
.,
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Ttlecommu.nimtions Frandlist Agrunu:nt
City of Arauiin :: Mttricom, Inc.
page 14 af18
al'Clldill2.dac [07bwc23apa981
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2097
authorization of City for Grantee to perform any construction or other work
under this Franchise Agreement in the public rights of way or on public
property, excepting only that work necessary for Grantee to remove the System
and leave all work site areas in a clean and safe condition in accordance with this
Franchise Agreement.
12 ASSIGNMENT. This Franchise shall not be assigned or transferred by Grantee
without the prior written consent of City, which consent shall not be unreasonably
withheld, conditioned, or delayed.
12.1 Notice of Transfer and Response. Grantee shall give City thirty (30)
days' prior written notice of any proposed assignment or transfer for which
City's consent is required hereunder. City shall give Grantee written approval or
disapproval of any such proposed assignment or transfer within ninety (90) days
after Grantee's request therefor, and City's failure to approve or deny any such
request within such ninety-day period shall be deemed an approval. Grantee
agrees to reimburse City for its reasonable expenses incurred in reviewing any
proposal for an assignment or transfer for which City's consent is required
hereunder. Grantee shall provide all information and documents reasonably
requested by the City relating to the transaction and assignee/ grantee. The
transfer of operating control over the System pursuant to a management contract
or similar arrangement shall be deemed a transfer for purposes of this Franchise
Agreement.
12.1.1 Exempted Transfers. Notwithstanding the foregoing, (i) the
transfer of the rights and obligations of Grantee to a subsidiary or other
affiliate of Grantee that is under the control of Grantee shall not be
deemed an assignment or transfer for purposes of this Franchise
Agreement, so long as Grantee remains jointly and severally liable with
such affiliate with respect to all liabilities and obligations of Grantee
hereunder; and (ii) a change in control of Grantee (as defined in S 12.2.1
below) shall not be deemed an assignment or transfer for purposes of this
Franchise Agreement.
12.2 Change in Control as Transfer. Upon a change in control of Grantee (as
defined in S 12.2.1 below), City shall have the right, for a period of ninety (90)
days after it receives notice of the occurrence of such change in control, to notify
Grantee in writing of its intention to terminate this Franchise Agreement
effective no less than ninety (90) days after such written notice. Grantee shall
provide all information and documents reasonably requested by the City relating
to the transaction and assignee/ grantee. Such termination shall not be effective,
and this Franchise Agreement shall continue in full force and effect in accordance
with its tenns, if, during such ninety-day period, Grantee provides City evidence
Telecommunication, FrandJi~ Agrranent
City of Arcadia :: Mttricom, Inc.
pagelS ofl8
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2097
reasonably demonstrating that (i) it is not then in breach of this Franchise
Agreement; (ii) the financial condition of Grantee or any successor in interest to
Grantee's status as Grantee immediately after the change in control would be at
least as strong as Grantee's financial condition immediately prior to the change
in control; and (iii) the experience and technical qualifications of Grantee or of
Grantee's successor in interest, as the case may be, or its then-existing
management team, in the provision of telecommunications or similar services
evidences an ability to own and operate the System. Grantee agrees to reimburse
the City for its reasonable expenses incurred in reviewing any proposed change
in control.
12.2.1 Definition of Change in Control. For purposes of this Franchise
Agreement, a "change in control" of Grantee shall mean the acquisition by
any person (including any "group" within the meaning of ~ 13(d) of the
Securities Exchange Act of 1934, as amended) of the power directly or
indirectly, through the ownership of voting securities, by contract or
otherwise, to direct the management and policies of Grantee; provided
however that the ownership of more than fifty percent (50%) of Grantee's
outstanding voting securities shall be deemed to constitute control, and
the ownership of thirty percent.(30%) or less of Grantee's voting securities
shall be deemed not to constitute control. Grantee shall advise City
whenever any person or "group" becomes the owner of more than thirty
percent (30%) of Grantee's outstanding voting securities.
13 MISCELLANEOUS PROVISIONS. The provisions which follow shall apply generally
to the obligations of the parties under this Franchise.
13.1 Nonexclusive Use. City understands that Metricom will be operating in
the 902 to 928 MHz band of the radio spectrum, for which no license from the
FCC may .be required. Metricom understands that this Franchise does not
provide Metricom with exclusive use of any City Property and that City shall
have the right to permit other providers of telecommunications services to install
equipment or devices on City Property; however, City agrees promptly to notify
Metricom of the receipt of a proposal for the installation of communications
equipment or devices on City Property, regardless of whether a license is
required by the FCC for the operation thereof. In addition, City agrees to advise
such other providers of telecommunications services of the presence or planned
deployment of the Radios on City Property.
13.2 Amendment of Franchise. This Franchise may not be amended except
pursuant to a written instrument signed by both parties.
Ttlecommuniaznons Frandlist "grumtnt
City of AmuJia :: Mdricom, Inc.
pagt 16 of18
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13.3 Severability of Provisions. If anyone or more of the Provisions of this
Franchise shall be held by court of competent jurisdiction in a final judicial action
to be void, voidable, or unenforceable, such Provision(s) shall be deemed
severable from the remaining Provisions of this Franchise and shall in no way
affect the validity of the remaining portions of this Franchise.
13.4 All-Hours Contact. Metricom shall be available to the staff employees of
any City department having jurisdiction over Metricom's activities twenty-four
(24) hours a day, seven (7) days a week, regarding problems or complaints
resulting from the attachment, installation, operation, maintenance, or removal
of the Radios. The City may contact by telephone the network control center
operator at telephone number (800) 556-6123 regarding such problems or
complaints.
13.5 Governing Law; Jurisdiction. This Franchise shall be governed and
construed by and in accordance with the laws of the State of California. In the
event that suit is brought by a party to this Franchise, the parties agree that trial
of such action shall be vested exclusively in the state courts of California, County
of Los Angeles, or in the United States District Court, Central District of
~alifornia in the County of Los Angeles.
13.6 Attorneys' Fees. Should any dispute arising out of this Franchise lead to
litigation, the prevailing party shall be entitled to recover its costs of suit,
including reasonable attorneys' fees.
13.7 Exhibits. All exhibits referred to in this Franchise and any addenda,
attachments, and schedules which may from time to time be referred to in any
duly executed amendment to this Franchise are by such reference incorporated
in this Franchise and shall be deemed a part of this Franchise.
13.8 Successors and Assigns. This Franchise is binding upon the successors
and assigns of the parties hereto.
13.9 Rules, Regulations, and Specifications. Metricom acknowledges that the
City may develop rules, regulations, and specifications for the attachment,
installation, and removal of Radios and any similar purpose radios on City
Property, and such rules, regulations, and specifications, and when finalized,
shall govern Metricom's activities hereunder as if they were in effect at the time
this Franchise was executed by the City; provided, however, that in no event
shall such rules, regulations or specifications materially interfere with or affect
Metricom's right to install Radios, or Metricom's ability to transmit or receive
radio signals from Radios installed, pursuant to and in accordance with this
Franchise, and shall not materially increase Metricom's obligations hereunder.
Ttlecommunic:atians Frandrise Agreement
City of Arauiill :: Mttricom, Inc.
page 17 of18
arazdial.d<< (Olbwc2.1apa9B}
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13.10 Advice of Displacement. To the extent the City has actual knowledge
thereof, the City will attempt to inform Metricom of the displacement of any pole
on which any Radio is located.
13.11 Consent Criteria. Unless otherwise specifically provided herein, in any
case where the approval or consent of one party hereto is required, requested, or
otherwise to be given under this Franchise, such party shall not unreasonably
delay or withhold its approval or consent.
13.12 Entire Agreement. This Franchise contains the entire understanding
between the parties with respect to the subject matter herein. There are no
representations, agreements or understandings (whether oral or written)
between or among the parties relating to the subject matter of this Franchise
which are not: fully expressed herein.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written.
City:
CITY OF ARCADIA, a California municipal corporation
~ .
'/A. ~J
G~A. Kovacic
By:
Its:
Date:
{nanlt typed}
Mayor
Januarv 29
.1999
APYi)J:{!j
City Attorney
!rJ~
Metricom:
METRICOM, INC., a Delaware corporation
~~
(name typed)
Senior Vice President. Field Qps Group
January 12
By:
Its:
Date:
.1999
Telecommunications Franchise Agreement
City O'f Arcadia :: Mctricom, Inc.
pagelS of1S
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1/11/1999
2097
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EXHIBIT B
RADIO LOCATIONS
PROPOSED LOCATIONS TO BE PROVIDED
AFfER REVIEW OF STREET LIGHT MAPS
AND PRIOR TO DEPLOYMENT
2097
[EXHIBIT C]
[FORM OF SURETY BOND]
Bond Number:
SURETY BOND
KNOW ALL MEN BY THESE PRESENTS:
That METRICOM, INC. as Principal, and
incorporated under the laws of the State of , and authorized to
execute bonds and undertakings as sole surety, are held and firmly bound unto
, as Obligee, in the sum of
($ ); for the payment thereof, well truly to be made, said Principal and
Surety bind themselves, their administrators, successors and assigns, jointly and
severally, firmly by these presents.
The condition of the foregoing obliga,tion is such that:
WHEREAS, the above bounden Principal is about to enter into a certain agreement with
the Obligee for the following: , the
award of which said agreement was made to the Principal by the Obligee, on
','
'"
NOW THEREFORE, if the Principal shall well, truly and faithfully perform its
duties, all the undertakings, covenants, terms, conditions, and provisions of said
agreement during the original term thereof, and any extensions thereof which may be
granted by the Obligee, with or without notice to the Surety, and if he shall satisfy all
claims and demands incurred under such agreement, and shall fully indemnify and
save harmless the Obligee from all costs and damages which it may suffer by reason of
failure to do so, and shall reimburse and repay the Obligee all outlay and expenses
which the Obligee may incur in making good any default, then this obligation shall be
void; otherwise to remain in full force and effect.
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PROVIDED, FURTIIER, that the said Surety, for value received, hereby
stipulates and agrees that no change, extension of time, alteration or addition to the
terms of the agreement or to the work to be performed thereunder or the specifications
accompanying the same shall in any way affect its obligation on this bond, and it does
hereby waive notice of any such change, extension of time, alteration or addition to the
terms of the agreement or to the work or to the specifications.
Mdricom Bond Form
page C.la/2
2097
PROVIDED, HOWEVER, this bond is issued subject to the following express
conditions:
1. This bond shall be deemed continuous in form and shall remain in full force and
effect until canceled under Section . after which all liability ceases except as
to any liability incurred or accrued prior to the date of such cancellation.
2. The aggregate liability of the Surety hereunder on all claims whatsoever shall not
exceed the penal sum of this bond in any event.
3. The surety reserves the right to withdraw as surety from this bond, except as to
any liability incurred or accrued, and may do so upon giving the Obligee sixty
(60) days written notice. .
SIGNED AND SEALED this
day of
.19_.
PRINCIPAL
SURETY
(Type Company Name)
By:
Title:
By:
Title:
By:
Address:
','.
'.:
Telephone:
(Affix Corporate Seals)
:t:
':'
i:,
(Attach Acknowledgments of both Principal and Surety signatures)
f.
1kIriCDm Bond Form
page C-2 0[2
2097
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PAGE: 1
ATE OF ISSUE:
OUR IRREVOCABLE STANDBY CREDIT:
DATE OF EXPIRY:
PLACE OF EXPIRY:
COUNTERS
- , ,
AT OUR ABOVE
PPLICANT:
STRICOM, INC.
30 UNIVERSITY AVENUE
)S GATOS, CA 95030-2319
BENEFICIARY:
AMOUNT: USD 1.00
ONE AND 00/100'S US DOLLARS
S HEREBY ESTABLISH IN YOUR FAVOUR THIS CREDIT AVAILABLE WITH WELLS FARGO BANK, ..
.A., SAN FRANCISCO, Co'\. BY PAYMENT OF YOUR DRAFT(S) AT SIGHT DRAWN ON WELLS
~GO BANK, N.A. ACCOMPANIED BY:
- BENEFICIARY'S SIGNED AND DATED STATEMENT WORDED AS FOLLOWS:
"THE UNDERSIGNED, AN AUTHORIZED REPRESENATIVE OF
(NAME OF BENEFICIARY) , HEREBY CERTIFIES
THAT METRICOM, INC. I~ NOT FULLFILLED ITS OBLIGATIONS PURSUANT TO
THAT CERTAIN (NAME OF AGREEMENT) SIGNED BY
AND BETWEEN - (NAME OF BENEFICIARY) AND
METRICOM, INC."
~TIAL DRAWINGS ARE PERMITTED. (MORE THAN ONE DRAFT MAY BE DRAWN AND PRESENTED
~ER THE" LETTER OF CREDIT)
? ANY INSTRUCTIONS ACCOMPANYING A DRAWING UNDER THIS LETTER OF CREDIT REQUEST
~.T PAYMENT IS TO BE MADE BY TRANSFER TO AN ACCOUNT WITH US OR AT ANOTHER BANK,
S ~~/OR SUCH OTHER BANK MAY RELY ON AN ACCOUNT NUMBER SPECIFIED IN SUCH
~STRUCTIONS EVEN IF THE NUMBER IDENTIFIES A PERSON OR ENTITY DIFFERENT FROM THE
NTENDED PAYEE.
JCUMENTS MUST BE PRESENTED TO US NO LATER THAN 5:00 P.M.
KAFT (S) MUST INDICATE THE NUMBER AND DATE OF THIS CREDIT.
ACH DRAFT PRESENTED HEREUNDER MUST BE ACCOMPANIED BY THIS ORIGINAL CREDIT FOR
,.
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EXHIBIT 0
PAGE 1 OF 2
2097
....'.,.
THIS IS AN INTECRAL PART OF LETTER OF CREDIT NUMBER: NZS261542
PAGE: 2
'JR ENDORSEMENT THEREON OF THE AMOUNT OF SUCH DRAFT.
JCUMENTS MUST BE FORWARDED TO US IN ONE PARCEL AND MAY BE MAILED TO WELLS FARGO
ANK, N.A., OPERATIONS GROUP, NORTHERN CALIFORNIA, 525 MARKET STREET, 25TH
SOOR, SAN FRANCISCO, CA 94105-2733.
~IS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY
~DITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NUMBER
JO, AND ENGAGES US IN ACCORDANCE WITH THE TERMS THEREOF.
AUTHORIZED SIGNATURE
~EASE CONTACT JAMES SINGH BY TELEPHONE AT (415)396-4014 OR BY FAX AT
!15)541-0299 REGARDING ANY INQUIRIES.
. EXHI3IT D
P.l\GE 2 OF 2
'. .....
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2097
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Woodruff-Sllwycr & Co.
220 BWlh Street, 7th Floor
S:m Fr:lDci.sco,C.~ 94104-Q000
n5-391-2141
"RED 007815
)icmeum, IDe., Mcmeolll DC LLC,
Memcom NY liC, etal.
980 University Avenue
Los Gatus , CA 95032-2375
. ~.;:g DA.TE (MMlCDI'Y'Y)
.,! 01127/99
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
COMPNf(
A ChubbNigil:mt Insur:mee Co.
COMPANY
B ChubblFedenl Insur:mee Cu,
COMPANY
c St. Paul Guardilm lD~lIr:mee Co.
COMPN'iY
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""';r1ISIS TO CERTIFY ,HAT THE POUCIES OF INSURANCl: US'i'EO BELOW HAve BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERlCD
INDICAiED. NOTWITHSTANDING ANY REOUIREMENT, 0Ei<M OR CGNOmeN OF ANY CON,RACT OR OTHER DOCUMENT wmi RESPEC, ,0 WHICH THIS
CER'T1ACATB MAY eE ISSUED eR w<Y pe,qyAlN, niE INSUIl.lNCE AFFORCED BY THE POUClES OESClOIBED HEREIN IS SUBJECT TO AlL THE TERMS
EXC\.USIONS AND CONDmONS OF SUCH PCUCIES. UMlTS SHOWN IMY HAVE BEON REDUCED BY PAID Cl..AlMS. '
I .1
P?UC'I' EFFECTtVE POUCY EQ"rAATION I
DATE {MM1DDIYY} CAre (r-tMlOOlYY)
TYPe QI' IN$URAH~
"
POUCT NUMBER
UMrTS
GENERAL UABIUTY
~ CO.\CM~L GENE""oVIL L1A91l.lTY
I::,':'" I.-.: CLAIMS.'MCe ~ OCCUR
.I : OWNER'S' CO""",C;rO"S ?ROT I
~UTOr.'OWLS L.IASIL[T"l'
L! IoN'( ..roo
L; ALl. OWNGC Al..r.OS
~o SC><eoot.E':lAUTCS
~ HIReD AUTOS .
......: NCN-O\NN'C!).AlJTCS
II
UI
aARADe UAIlIUTY
L..i IoN'( ..""
01
: EXCESS UAelUTY
f0l UMBRB.L~ FCAM
[J1 Qn;;R. THAN UM&REU.A FeR'"
WORJItEJU eOll'PEtNSAnoN AHO
eMPLOYERS" UASILn'Y
3529i94S
09130/98
GE:'IoJEAALAG;RE"'..ATC I, 1,000,000
; ?RODUCTS. w.PtOP"GG Is 1,000,000
09/jO/99 ?E.UCN"l. & AIJ" INJURY I. 1.000,000
EACH :C::URReo/CE . 1.000,000
FIRS: !J"MAG: (M.,. 01'1. ft:1J I, 1,000,000
'-lEO EXP (Any ~na DcnonJ I, 10,000
C:).\1IUNEC SINGLE UMft . I, 1,000,000
SOC:l.:-:"lNJURY .
09/30/99 (?cr"~nJ
~Oc:n..YIN.:VIif'l' I
~-==C111 I'
~o?e.m C),I.MAGe .
,;
73164:541
09/30/98
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09130/99
AVTO CNLY 0 eAAC':JOENT S
O1l1e.~n.!AN AVTO ONL~ '~[~~!:\~~'lit~lr~~;
E.4CH 1.cc:CQNT Is
AaoREOAT; S
e.a.o. OCCURRe..'CE t
AwReGA.. I,
. .
'"
79072:175
09/30/98
2,000,000
2,000,000
".,; PRO~'!TOAI U tNC1.
pARTNEil$.cxe:::uTlV1ii
O;:F.cssAA.~ :::xo.
CTHER
WVA9401217
09/jO/98
09130/99
s.
./ ~~itrrs I I OJMo !r.i!:"Jil':~~~5hm'
a EAC< =:CGNT , 1,000.000
aOl..<EIoSE.?CU:YL..-..rr I. 1.000.000
a=--se.~EW>_= . 1.000,000
{:
:$CRIPT1ON 0;:: OPERAnONSlLQ;,lnCN$NO(Ic:..EStSPf::-..&L ITEMS
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:c City or Arcadli1, tu offic:en. ::.gcab o.nd. t:mployces :are IldditioD'Il inJureds :u: n:spccu the I..e::ue A&recmeDt with & work performed by
crrl<om per form #40020004. Thi, insunnco is primary &. 'o!l-cDnrrlbutary. REPLACE PREVIO'GS CERIlFICATI: ISSUED.
"",,"Eii:""""HOI!o~';),..,~ """".~~".tM:;~~-(l~~' .. '.., ~;lU Dav Notice For Non-P~vmetTt of Premium
.~..._.___.~~.=r.. .........\~.~..-.-..........--- ,
SHOUL.!J AX'( 0,. 1'I1G ADOV& CESCRmeg ,.QUClSS DS CANCa.L~ DEJ:CR.e: T11B
EXPUUT1CN gATe TWaECF. nt.s: ISSVlNG CCMP.&.NY WlU. ~MAIL.
-1!!- ClAYS WRIT'rEN NOnce TO THe CERTI~Ic.\TE HOLD~ fotAMED TO THe: U9"T,
.
:ity of Arcadia
\ttn: City Clerk :md City AltorDcy
:40 West Huntington Drive
\rc.:ulia, CA 91007-0000 . A~tJ;IOR=REl'RESENTATM!
u....',;:J cJ d7 ~
--' '-2iS;:-L.._-!>.-,-.c-.H:__~"". '.='~~''::l!Sl'''",""", """"_.~ ...-!-: 4.. -~
coR!!. 11/SS),~ jt",~'ailt<".l!"...=._-~.;,j,~:::!:IfC..~,.:~,...."""."-".:r.t.'__:-::.W_::!i'-E-co~iir,1s'" -
'. ...... ..... 2097
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p.
!140-02-IJOQ4
Commercial Insurance
Coveraore
~)
Amendment effec:;;:',e 09/30/98
:.IfiO IS iNSURED: THE: :JHO IS ::NSJRE:D PROVISION !3 Pt'.E.'1Jj~ TO INCU"JDE
AS F<N AotlITrONAI.. IN:,",RE!! ir.: FE.:;SCN OR CFiGHNI2.C,TICN DESIGNA I ~
BE!...OU, INCLUDING EUCTED CR APPOINTED ME!1SERS. OFFiC8S AND E:l1?LOYE::S,
BUT ONLY WIiH RES?~Cj ,0 THE COMME.:;CIAI.. G~E.~AL LIABiLIiY PRCV!OED
BY THIS POLICY HND HRISiNIO CUT OF 11",2:: OF'E."A'l'IONS QF ine: NAMED INSURED
IN CONNE:TION ~ITH ~z AG~~ FGR ~ORK FE~FORMED 6~E!N i~~
NAM~ INSURED AND ltiE FE.:;SCN OR Ot<GANlZATION DE;;IG'NA~ EELO:.l.
IT .IS F"c1l'li",,'ER AGRE:!l. lriI5 mSURANC'E IS PRIMARY OV8 ~NY OT",,;;
COllECitSLE: INSURANC:: ONlY ;.5 RESPECTS 'iHE. DF:RAT10N OF iJ.!E Ntll'!ED
INSURED.
;'NY MUNIcIFALrrv RE!::l'IRS TQ Se: N;'HED SY ANY Sf)NTRACT OR' A~.El'IOO,
FROVIDED 5UC:~ cr:lNiRACT OR AGrtEHENT IS EXE;:;UT~ ?RIOR TO ANY LOSS,
AND ONLY AS fiES?::':,S OPE;lAiIDNS CF CR ON EEHAL" OF iHE NAMa INSUR..c:;J.
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aD:: d l!:..au:ee: l'l:ii'l ! COM , INC.
-" C"f ~1.:.!Cbe~ 3~E9 19 410
?ro~~c~ ~OODRUFF-SA~Y~~ & CO.
SAN F?ANCTSCa. CA
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