Sample Wireless site agreement

WIRELESS INTERNET SITE LICENSE AGREEMENT

This Wireless Internet Site License Agreement ("Agreement") is made as of by and between ("Licensor”) and Volcano Internet Provider, a California corporation ("Licensee").

WHEREAS, Licensor is the owner of the real property located at _____________________________, more fully described in Exhibit A (the "Property"); and

WHEREAS, Licensee intends to offer and provide wireless internet service over a network of Licensee's wireless internet transmission equipment installed, maintained, and operated by Licensee at various sites in its service area;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, agreements, conditions, representations, and warranties set forth in this Agreement and intending to be legally bound hereby, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. GRANT OF LICENSE. Licensor hereby confers upon Licensee, and Licensee hereby receives and accepts from Licensor, a license, irrevocable for the stated duration hereof except as otherwise provided herein, for the following purposes and no other:

1.1 To install, at Licensee's expense, upon that portion of the Property described in Exhibit B attached hereto (the "Location") Licensee's wireless internet radio transmission equipment, more fully described in Exhibit C attached hereto (the "Equipment”);

1.2 To extend and connect a power line to the Equipment at the Location; and

1.3 To operate, maintain, install, remove, alter, and replace the Equipment in the Location; and

1.4 To have access to its Equipment twenty-four (24) hours a day, seven (7) days a week.

2. TERM. The initial term ("Initial Term”) of this Agreement shall be five (5) years commencing upon the date of this Agreement ("Commencement Date"), and Licensee may elect to renew and extend this Agreement and the license for up to One (1) renewal periods of Five (5) years each (each a "Renewal Period"), provided that Licensee is not at the expiration of the Initial Term or the Renewal Period then in effect in material default of this Agreement. Licensee may exercise its option to renew and extend by giving Licensor written notice of its intention to do so not less than thirty (30) days prior to the expiration of the Initial Term or Renewal Period then in effect. All terms, covenants, and conditions of this Agreement shall remain in full force and effect during the Initial Term, and for such Renewal Periods as Licensee may elect (collectively, the "Full Term").

6834 site license agreement.wpd

3. CONSIDERATION. In consideration of the rights granted Licensee under this Agreement, Licensee shall

3.1 Furnish Licensor

3.2 Pay to Licensor

4. RELOCATION RIGHT. If Licensor reasonably determines that it is necessary to relocate the Equipment to another location on the Property, Licensee shall relocate the Equipment as Licensor directs, provided that any such relocation shall:

(i) Be at Licensor's sole cost and expense;

(ii) Not unreasonably result in any interruption of Licensee's wireless internet service, and

(iii) Not impair in any manner or materially alter the quality of Licensee's wireless internet service.

5. RADIO FREQUENCY SAFETY; INTERFERENCE.

5.1 Radio Frequency Energy Safe Exposure Limits. Neither Licensor nor Licensee shall permit the level of ambient radio frequency ("RF”) energy at the Premises to exceed those limits allowed by the Federal Communications Commission as being safe for human exposure.

5.2 Interference. Licensor will not enter into new licenses or agreements, or otherwise permit third parties to use the Property for services the same as or similar to wireless internet service if the equipment of such new licensee or third party interferes with the operation of Licensee's Equipment on the Property at the authorized frequencies.

6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS. Except as otherwise provided in Section 1, the Licensee shall not make or be allowed to be made any alterations, physical additions, or improvements in or to the Property without obtaining Licensor's prior written consent. which consent may not be unreasonably withheld or delayed.

7. EQUIPMENT NOT FIXTURES; REMOVAL. No part of the improvements installed, constructed, erected, or placed by Licensee on Licensor's Property will be or become, or be considered as being, affixed to or a part of Licensor's Property, any and all provisions and principles of law to the contrary notwithstanding, and all personal property and improvements of every kind and nature installed, constructed, erected, or placed by Licensee on Licensor's Property shall be and remain the property of Licensee despite any termination of this Agreement. Licensee shall remove all of its Equipment at its sole expense on or before the expiration or earlier termination of this Agreement, and Licensee shall repair any damage to Licensor's Property caused by such removal.

8. PROPERTY TAX. During the term of this Agreement, Licensee shall be liable for and shall pay any personal property taxes assessed against Licensor by reason of Licensee's Equipment on the Property.


9. COMPLIANCE WITH LAW. Licensee and Licensor shall at all times (at each parties' sole expense) comply with all then-current federal, state, or local laws, rules, ordinances, statutes, orders and regulations related to such parties' use, and the condition of, respectively, the Equipment and the Property.

10. UTILITY SERVICE. Licensor shall provide Licensee with access to Licensor's electric utility service sufficient to allow Licensee to hook up, install, and use electric utility service to operate the Equipment based upon Licensor's current electrical service to the Property. Licensee shall reimburse Licensor for the cost of electric utility service used by Licensee's Equipment in the amount of $.35 per kilowatt; these amounts will be reasonably estimated and documented by Licensee from time to time and will be paid once each calendar year. Licensee shall pay all costs incurred for infrastructure and hook up to provide electrical utility service to the Equipment.

11. INSURANCE. During the term of this Agreement, Licensee shall maintain a policy of commercial liability insurance coverage in an aggregate amount of $1,000,000.00 with the Licensor named as an additional insured. Licensee may satisfy this requirement by obtaining an appropriate endorsement to any umbrella policy of liability insurance Licensee may maintain.

12. HAZARDOUS SUBSTANCES. Neither party shall cause or permit any hazardous substances to be brought, kept, or used in or about the Property by the parties or their respective agents, employees, contractors, or invitees, unless such hazardous substances are used and kept in storage safely, securely, and in a manner that complies with all laws regulating any such hazardous substances including any applicable notice requirements.

13. LIENS. Licensee shall keep the Property free from any liens arising out of any work performed, materials furnished, or obligations incurred by Licensee. Licensor shall have the right to post and keep posted on the Property any notices that may be provided by law or which Licensor may desire for the protection of Licensor or the Properly from such liens.

14. INDEMNIFICATION. Licensee shall indemnify, defend, and hold harmless Licensor, its officers, employees, agents, and visitors from and against any and all claims, losses, liability, or damages, including the payment of attorneys' fees, to the extent arising out of or resulting from a breach of Licensee's obligations under this Agreement, or to the extent caused by any negligent or intentional act or omission of Licensee, its employees, agents, or contractors, with respect to the performance of Licensee's obligations under this Agreement.

15. TERMINATION.

15.1 For Cause. A party shall be in default of this Agreement and the other party may, in addition to any other legal or equitable remedies, terminate the Agreement for cause upon written notice, should the offending party commit a material breach of this Agreement and not cure such breach within thirty (30) calendar days from the date of receipt of written notice from the non-breaching party to the party purportedly in breach identifying the breach with specificity and demanding such cure (other than with respect to failure to timely satisfy a financial obligation, in which event termination may be made upon ten (10) business days' prior written notice if not cured), provided that if such breach is curable but not curable within such thirty-(30-) day period, the party purportedly in breach shall not be deemed to be in breach if within such thirty- (30-) day period it


commences to cure the breach and thereafter diligently prosecutes the full are of the breach to conclusion within such period of time as is reasonably necessary to accomplish such cure.

15.2 For Interference, Coverage or Other Service Issues. If at any time Licensee is unable to transmit and receive from the Location due to radio interference not caused by breach of this Agreement, and Licensee cannot eliminate the interference in a commercially reasonable manner, or if, during the first ninety (90) days' of the term of this license, for any other reason in Licensee's sole judgment the Location does not meet Licensee's coverage and service expectations, Licensee may terminate this Agreement upon ten (10) days' notice to Licensor.

16. NOTICES. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, or sent by overnight courier to the following addresses:

Licensor:

Telephone: Facsimile:

Licensee: Volcano Internet Provider Attn: President

P.O. Box 890 20,000 Highway 88 Pine Grove, CA 95665 Telephone: (209) 296-7502 Facsimile: (209) 296-1471

In an emergency, Licensor may also telephone Licensee's 24-hour hotline: (209) 296-7501; however, information conveyed by telephone does not constitute the proper giving of notice under this section.

17. FURTHER PERFORMANCE. The parties shall each perform such acts, execute and deliver such instruments and documents, and engage in such activities as may be reasonably necessary to accomplish the transactions contemplated in this Agreement; provided, however, that neither party shall be required to execute any agreements or other documents or undertake any activities by which liabilities are assumed by either party beyond those liabilities assumed by such party under this Agreement.

18. ENTIRE AGREEMENT. The terms of this Agreement, including the exhibits, are intended by the parties as a find expression of their agreement with respect to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and no extrinsic evidence whatsoever may be


introduced in any proceeding involving this Agreement. The language in all parts of this Agreement shall in all cases be construed as a whole and in accordance with its fair meaning and not construed for or against either party.

19. BINDING EFFECT. This Agreement shall be binding on, and inure to the benefit of, the parties and their respective beneficiaries, personal and legal representatives, executors, administrators, successors, and assigns. A party who assigns or otherwise transfers its rights under this Agreement shall promptly identify the assignee or transferee by notice to the other party.

20. AUTHORITY. Each party represents and warrants to the other party that its execution and delivery of this Agreement has been duly and validly authorized and all requisite action has been taken to make this Agreement valid and binding upon such party in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and acknowledged this Agreement, or caused their duly authorized representative to execute and acknowledge this Agreement for and on their behalf, as of the Commencement Date of this Agreement.

LICENSOR: LICENSEE:

Volcano Internet Provider

By: ___________________________ By: ____________________________ Sharon J. Lundgren, President

Exhibit A: Legal Description of Property Exhibit B: Location of Area for Installation of Equipment Exhibit C: Description of Equipment Exhibit D: Internal Data


EXHIBIT ALEGAL DESCRIPTION OF LICENSOR’S PROPERTY

That certain real property situated in the state of California, County of Amador, City of Plymouth, described as follows:

Assessor’s Parcel Number:


EXHIBIT BLOCATION OF AREA FOR INSTALLATION OF EQUIPMENT

The Licensee will install and maintain its equipment (reference Exhibit C) at the following GPS location on the Licensor’s property: Latitude, Longitude


EXHIBIT CDESCRIPTION OF EQUIPMENT

Licensee will use “unlicensed/licensed wireless spectrum” equipment. Equipment will consist of


EXHIBIT DINTERNAL DATA

Please fill out all the necessary data for our records.

Name:

Address:

Username:

Password:

Secret Question: Mothers Maiden Name / First pet’s name / High School (choose one)

Secret Answer:

Driver’s License:

Daytime Contact Number:

Date of Birth:

Email Address:


Sample Wireless site agreement

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