Neutral Host-Distributed Antenna System - Sioux Fallssiouxfalls.org/.../business/rfps/2013/july/13-0032.docx · Web view2.1The City is soliciting proposals from qualified vendors

Request for Proposals for

Neutral Host-Distributed Antenna System

July 3, 2013

City of Sioux Falls, South Dakota

RFP No. 13-0032

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Table of Contents

1. Purpose of the RFP...................................................................................................1

2. Introduction...............................................................................................................3

3. Scope of Work...........................................................................................................3

4. Technical Requirements...........................................................................................4

5. Signal Coverage and Liability....................................................................................4

6. Manageability............................................................................................................5

7. Construction Requirements.......................................................................................5

8. Mandatory Code Compliance and Industry Standards..............................................5

9. Aesthetics..................................................................................................................6

10. Equipment Room......................................................................................................6

11. Access...................................................................................................................... 6

12. Renovations..............................................................................................................6

13. Preparation and Furnishing.......................................................................................7

14. Responsibilities During Construction........................................................................7

15. Equipment Furnished by the Vendor.........................................................................7

16. Vendor’s Trade Fixtures............................................................................................8

17. Implementation and Project Plan..............................................................................8

18. Acceptance and Test Plan........................................................................................9

19. Maintenance............................................................................................................10

20. Trouble Reporting/Emergency Service...................................................................10

21. Replacement Parts..................................................................................................11

22. Business Model.......................................................................................................11

23. Quality of Service....................................................................................................11

24. Safety Measures.....................................................................................................12


25. Use of Work Area....................................................................................................12

26. Cooperation, Construction, and Interfacing With Other Contractors.......................12

27. Indemnification........................................................................................................14

28. Insurance Requirements.........................................................................................14

29. Cost Proposal..........................................................................................................15

30. Contract Award.......................................................................................................15

31. Submittal Requirements..........................................................................................16

32. Selection Criteria.....................................................................................................18

33. Special Conditions..................................................................................................19

34. Authorized Signature...............................................................................................19

35. City Not Responsible for Preparation Costs............................................................19

36. Conflict of Interest...................................................................................................19

37. Offeror’s Certification..............................................................................................19

38. No Contact Policy....................................................................................................20

39. Proposal as Part of Contract...................................................................................20

40. Special Conditions..................................................................................................20

Attachment A EMS Radio Frequencies.........................................................................21

Exhibit Attachment B Events Center, Convention Center, and Sioux Falls Arena Building Plans...............................................................................................22

Attachment C Denny Sanford PREMIER Center—Contractor Premise Access Policy..........................................................................................................23

Attachment D DAS LICENSE AGREEMENT................................................................31


Request for Proposalsfor a Neutral Host-Distributed Antenna System

1. Purpose of the RFP

1.1 This Request for Proposal (RFP) is issued by the City of Sioux Falls (hereinafter referred to as the “City”). The purpose of this RFP is to establish a license agreement with a qualified vendor interested in designing, constructing, installing, operating, and maintaining a neutral host-distributed antenna system (“DAS”) at the Denny Sanford PREMIER Center, the Sioux Falls Convention Center, and the Sioux Falls Arena (individually and collectively, the “Complex”) located in Sioux Falls, South Dakota.

1.2 Scott Rust, Purchasing Manager, Finance Office, is the point of contact for this RFP. Unauthorized contact regarding the RFP with other City employees or representatives may result in the vendor being disqualified.

Scott Rust, Purchasing Manager, Finance Office

Phone: 605-367-8836

Fax: 605-367-8016

Email: [email protected]

1.3 This schedule of events represents the City’s best estimate of the schedule that will be followed for this RFP. If a component of this schedule, such as the deadline for receipt of proposals, is delayed, the rest of the schedule will be shifted by the same number of days.

The approximate RFP schedule is as follows:

RFP Issued: July 3, 2013.

Preproposal Meeting for Questions: July 19, 2013.

Proposals Due: August 15, 2013.

Review of Proposals: August 19–23, 2013.

Presentations: August 26–30, 2013.

Contract Award: September 6, 2013.

Execute Contract: Approximately October 30, 2013.

Design and Install DAS: TBD.

1.4 Offerors must submit one (1) original hard copy (marked “Original”) and four (4) hard copies of the proposal in a sealed envelope or package. One electronic copy sent to the owner’s representative, Tegra Group.

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mailto:[email protected]

1.5 Envelopes or packages containing proposals must be clearly addressed as described below to ensure proper delivery and to avoid being opened by the City before the deadline for receipt. Envelopes or packages must be addressed as follows:

City of Sioux Falls Purchasing OfficeAttention: Scott Rust

Neutral Host-Distributed Antenna System RFP No. 13-0032

224 West Ninth StreetP.O. Box 7402

Sioux Falls, SD 57117-7402

Owner’s Representative

Tegra GroupAttention: Dick Strassburg801 Nicollet Mall, No. 1850

Minneapolis, MN 55402

1.6 Proposals must be received by the Purchasing Office at the location specified above no later than 2 p.m., Central time, on August 15, 2013. Proposals will not be publicly read at the opening.

1.6.1 Proposals may not be delivered orally, by facsimile transmission, by other telecommunication, or electronic means.

1.6.2 Offerors assume the risk of the method of dispatch chosen. The City assumes no responsibility for delays caused by any delivery service. Postmarking by the due date will not substitute for an actual proposal receipt by the City. An offeror’s failure to submit its proposal prior to the deadline will cause the proposal to be rejected. Late proposals or amendments will not be opened or accepted for evaluation.

1.7 Questions regarding this RFP shall be submitted in writing to Scott Rust, Purchasing Manager, at [email protected]. Answers to questions will be posted to the City’s website. The deadline for questions is 10 a.m., Central time, on Tuesday, August 6, 2013.

1.7.1 If deemed necessary, addenda to the RFP will be issued and will be emailed to all known proposers. No addenda will be issued after 5 p.m. on Monday, August 12, 2013.

1.7.2 Responding firms are prohibited from communicating in any other manner about this project with any other City employee or representative from the date of issuance of this RFP until the final selection, unless otherwise directed by the Purchasing Manager. Other means of communications or contact may disqualify the submitting firm.


2. Introduction

2.1 The City is soliciting proposals from qualified vendors interested in designing, constructing, installing, operating, and maintaining a neutral host-distributed antenna system (DAS) at the Complex.

2.2 The Denny Sanford PREMIER Center (“Events Center”) is one of the largest capital construction projects in the City’s history and represents a major investment in Sioux Falls’ economic future. Now under construction, the Events Center is slated to open in the fall of 2014.

2.2.1 Owner: City of Sioux Falls.

2.2.2 Food and Beverage Management: SMG Management/Ovations.

2.2.3 Owner’s Representative: The Tegra Group, Inc.

2.2.4 Project Architect: Sink Combs Dethlefs.

2.2.5 Contractor: M. A. Mortenson Company.

2.2.6 The Events Center project consists of a 12,000-seat multiuse events center of approximately four levels to include:

Event level, main concourse, suite level, and upper concourse.

2.7 The Convention Center was constructed in 1997 and has 2 exhibit halls, 1 ballroom, and 13 meeting rooms. The facility is approximately 144,000 square feet and is primarily used for trade shows and meetings.

2.8 The Arena was constructed in 1961 and has a capacity of approximately 7,200 and is used for basketball, hockey, indoor football, concerts, tradeshows, and rodeos.

3. Scope of Work

3.1 The professional scope of work includes, but may not be limited to, the following:

3.1.1 Design, construct, install, operate, and maintain a neutral host solution to support RF-based telecommunications applications to a multitenant DAS at the Complex.

3.2 Provide commercial mobile radio service providers with access to the DAS for purposes of receiving and transmitting radio frequency signals to portable wireless devices used by persons using, visiting, and/or attending events at the Complex.

3.3 Responsibility for all DAS operations, including all licensed spectrums that commercial mobile radio service providers are currently authorized by the FCC to implement, as well as a licensed spectrum that may be implemented for wireless service in the future, the negotiation of multiple wireless carrier sublicense agreements, carrier installation and access supervision, DAS monitoring, repair and maintenance, and radio frequency interference management.


3.4 Incorporate DAS expansion options into the overall growth strategy for the Complex in coordination with the City’s management and design teams.

3.5 The DAS License Agreement will be awarded for an initial term of ten (10) years with four (4) options for the City to extend the term for additional periods of five (5) years each, at the sole election of the City.

4. Technical Requirements

4.1 The DAS shall provide coverage throughout the Complex, including administrative offices and loading docks.

4.2 The DAS shall be carrier neutral and support every commercial mobile radio service provider independent of the wireless frequencies and format used.

4.3 The DAS and all its subsystems shall be designed to operate 24 hours per day, 7 days per week, 365 days per year.

4.4 The DAS must be compatible with current (EVDO/EVDV and UMTS) and new technologies (for example, 4G), as well as current rebanding efforts.

4.5 The DAS must support and be compliant with the City’s local public safety (Police and Fire) frequencies, listed in Exhibit A, and support public safety frequencies.

4.6 The DAS will be subject to periodic reviews and upgrades as technologies evolve and must be able to expand to accommodate additional interested carriers at later intervals.

4.7 The DAS design must use modular architecture.

4.8 Prior to any installation, all equipment and antenna-mounting locations are to be reviewed and approved by the City.

4.9 The DAS must be designed and operated to meet current FCC E-911 regulations.

5. Signal Coverage and Liability

5.1 Active Signal Handling: The DAS must have active (powered) elements that filter and amplify radio signals to consistently deliver wireless services at the appropriate power levels.

5.1.1 The DAS must support all requested services to ensure that each service (or wireless carrier) has the ability to adjust and control power levels without disturbing other services.

5.2 RF Signal Coverage: At a minimum for cellular and PCS coverage, the DAS system must deliver a minimum signal strength of -85 dBm to -89 dBm throughout the Complex.

5.3 Fiber Optic Transport: The DAS may utilize single and multimode fiber optic cable to distribute signals within the vertical risers.


5.4 Broadband Distribution: The DAS must use CAT 6 or coaxial cable in the horizontal runs to remote antenna units or directly to passive broadband antennas in the licensed area.

5.5 Coverage Selectability: The DAS must use a point-to-multipoint distribution architecture to provide different services and power levels throughout the Complex.

5.6 Licensed Services: The DAS must support the provision of wireless services by commercial mobile radio service providers licensed by the FCC to operate on assigned frequencies (700 MHz, 800 MHz, 1900 MHz, AWS spectrum) and excluding Internet access via Wi-Fi and fixed Wi-Max services.

6. Manageability

6.1 Simple Network Management Protocol Integration: The DAS system shall be SNMP compliant.

6.2 Centralized Management System: In the absence of an SNMP-based NMS system, the DAS system must provide a centralized management system that provides a system wide view of the in-building deployment.

6.3 End-to-End Visibility:

6.3.1 The DAS system must provide end-to-end status information from the BDA/BTS to the remote end including the antennas.

7. Construction Requirements

7.1 Follow the City’s published construction standards and Complex facility information.

7.2 Follow all applicable federal, state, and IBC standards.

7.3 An extensive plan review and approval process will be required by the City prior to any installations.

7.4 The selected vendor is responsible for all permits, licenses, certificates, and authorizations for construction activities.

7.5 Construction activity for the DAS will be subject to the Complex event calendar and the Events Center construction activity calendar and must not impede current construction activity.

8. Mandatory Code Compliance and Industry Standards

8.1 2011 National Electric Code (National Bureau of Standards) and all other Industry standards as listed in Exhibit G of the License Agreement (Attachment D).

8.2 Applicable FCC and other applicable federal, state, and local laws, regulations, and ordinances.

8.3 The installation, operation, or maintenance of the DAS shall not endanger or interfere with the safety of persons or property located at the Complex.


8.4 The design of the DAS must minimize the equipment that would be placed or mounted internally on building structures and in any publicly visible location.

9. Aesthetics

9.1 Use of stealth antennas and antennas that blend into the building architecture at the Complex shall be provided.

9.2 Indoor antennas shall be low-profile, flush-mount types suitable for suspended ceilings or walls, and shall be of a multiband configuration.

9.3 It is acceptable to surface-mount antennas in an open ceiling environment and to install surface-mounted antennas to walls near ceiling height.

9.3.1 Prior to any installation, all antenna mounting locations are to be reviewed and approved by the City.

10. Equipment Room

10.1 The City will establish a clearly defined equipment room.

10.2 The vendor will be responsible for getting service into the designated equipment room and extending to the headend equipment room.

10.3 Fixtures will not be placed in locations that will interfere with gas, electric, steam, water, or other fixtures at the Complex that the City deems as having priority.

11. Access

11.1 The vendor will be dependent on the Complex contractor and the Events Center construction manager for facility access during the initial construction.

11.2 The Complex maintains 24-hour-per day, 7-day-per-week on-call personnel and public safety personnel security.

11.3 Access to the Events Center during construction will be coordinated per the access policy attached as Attachment C. Access for the complex after the construction will be coordinated through the building manager.

12. Renovations

12.1 When building improvements or maintenance at the Complex affect the DAS, the vendor will be required to remove or relocate its wires, conduits, cables, and other property located at the Complex.

12.2 The vendor will be responsible for daily cleanup and trash removal during the initial installation and any subsequent work performed by the vendor or other carriers.

12.3 The vendor must adhere to all safety guidelines set by the City and the Events Center construction manager.


13. Preparation and Furnishing

13.1 The condition of the complex is “as is.”

13.2 The licensed premises and the dedicated areas are presently undefined and will be established based on the vendor’s proposed system design and agreed-upon space utilization.

13.3 The licensed premises are expected to be specified based on the proposed system design and the vendor will accept the licensed premises “as is.”

13.4 The City shall have design review and approval rights of the improvements proposed by the vendor. The vendor shall submit the following information for approval by the City:

13.4.1 Schematic plans.

13.4.2 Cost estimate and budget for the proposed installation of the DAS.

13.4.3 Schedule for the proposed build-out of the DAS.

14. Responsibilities During Construction

14.1 Design, construction, materials, and methods will be approved by the City before the construction is bid and awarded.

14.2 The vendor’s construction schedule will be coordinated with the City and approved before any construction shall begin.

15. Equipment Furnished by the Vendor

15.1 The vendor shall furnish at its own expense all equipment necessary to install, operate, and maintain the DAS and as more fully detailed in the vendor’s proposal and work plan. The vendor shall supply the City in its response the number of square feet needed in the interior and exterior for DAS equipment.

15.2 The vendor is also responsible for any and all specific equipment necessary or convenient to the operation of the DAS for a world-class operation at the Complex.

15.2.1 The City will not furnish any equipment or items.

15.3 Any wiring, conduit, and cabling must remain in place and in good condition at the conclusion of the License Agreement and will become property of the City.

15.4 The vendor shall be responsible for the repair, alteration, and replacement of all equipment and furnishings during the entire term of the License Agreement.

15.5 The vendor, in consultation with the City, shall provide a detailed equipment schedule and maintain a comprehensive preventive maintenance program with respect to any equipment or other property owned and used in the conduct of its DAS operations at the Complex.


15.6 If the vendor wishes to provide equipment in addition to that authorized by the License Agreement, any such equipment shall be approved in writing previous to purchase and installation.

15.7 Should early contract termination take place, the additional equipment shall be removable by the vendor from the licensed premises in a way that causes no physical harm or damage to said facilities and that such removal does not detrimentally affect the operation of the complex.

15.8 The vendor shall repair any damage to said facilities or any other areas in the Complex caused by the removal of said equipment and shall restore such facilities or other areas in the said facilities to their original condition.

16. Vendor’s Trade Fixtures

16.1 Provided that the vendor is not at such time in default of any terms or covenants of the License Agreement, which default is not cured within any applicable grace period after written notice thereof has been given, all trade fixtures that are owned by the vendor and installed in the licensed premises shall remain the property of the vendor and shall be removable by the vendor upon the expiration or sooner termination of the License Agreement, provided that the vendor shall repair any damage to said facilities or any other areas in the Complex caused by the removal of said fixtures and shall restore such facilities or other areas in the said facilities to their condition prior to the installation of such fixtures and equipment.

17. Implementation and Project Plan

17.1 Vendor will coordinate all activity and hardware installation that affects the use of fiber, conduit, and cable tray with the City.

17.2 Implementation and project plans must include:

17.2.1 Timeline to include:

17.2.1.1 Planning, installation, testing, and other major milestones associated with the DAS project.

17.2.1.2 Milestones at which the City must be engaged to provide support, the type of support desired, and the length of time estimated will be required of City resources. (List the amount of hours City staff will be required to give support through implementation.)

17.2.2 Project plan to include:

17.2.2.1 Design drawings.

17.2.2.2 Additional RF signal coverage surveys to develop the design must be obtained at the vendor’s expense.

17.3 The vendor will provide a map of the proposed layout prior to installation of the DAS network design, including proposed antennae locations.


17.4 Should the final design in the City’s judgment deviate from the bid in a manner that constitutes any hardship for the City, the City reserves the right to terminate without cost or cause any License Agreement resulting from this procurement.

17.5 Installation acceptance:

17.5.1 The DAS system will be tested by the vendor within approximately four (4) weeks of notification for completion and prior to acceptance by the City.

17.5.2 Final “as-built” drawings (electronic) are to be submitted to the City within one (1) month of completion and acceptance.

17.6 Project Team:

17.6.1 Contact information for the project manager and/or the account manager is to include office phone, cell phone, fax number, email address, and street address for hard copy correspondence.

17.6.2 Project Manager will:

17.6.2.1 Serve as a single point of contact for communication with the City.

17.6.2.2 Act as liaison between the City and the vendor’s employees and subcontractors.

17.6.2.3 Attend on-site meetings, both scheduled and unanticipated.

17.6.2.3.1 Be on-site to oversee the subcontractor’s work and keep project on schedule.

17.6.2.4 Update the project status and report same to the City’s Project Manager.

17.7 Vendor will promptly notify the City of all delays, known or anticipated, in the construction, rebuild, or extension of the DAS.

17.8 The parties may extend the construction timetable in the event the vendor, acting in good faith, experiences delays by reason of circumstances beyond its control.

18. Acceptance and Test Plan

18.1 The vendor and the City will mutually agree on the acceptance test specifications for the installed DAS. Vendor should include in its response to this RFP the proposed acceptance test specifications.

18.2 The exact scope, methodologies, procedures, and acceptance criteria for executing the acceptance tests are subject to the City’s review and approval:

18.2.1 Said test plans must incorporate, at minimum, the following:

18.2.1.1 Test equipment to verify that all components of the DAS are functioning per specified criteria.


18.2.1.2 Test and acceptance plan must clearly demonstrate DAS functionality and compliance with the specified criteria and design requirements of wireless carriers.

18.2.1.3 Factory-authorized service representatives must supervise the field assembly and connection of components, the pretesting, testing, and adjustment of the DAS.

18.3 Upon completing the installation of the DAS, all integrated subsystems will be aligned, adjusted, and balanced as part of the pretest plan.

18.4 Any deficiencies observed in the pretesting will be corrected by vendor within ten (10) days.

18.5 Any malfunctioning or damaged items will be replaced with new and tested until satisfactory performance and conditions are achieved.

18.5.1 Upon completion of all pretests, the City will be notified a minimum of three (3) days in advance of the acceptance test performance.

18.6 Background system pretests may be conducted with representatives from the City in attendance:

18.6.1 Upon the satisfactory completion of system pretests, operational system testing will commence to ensure DAS conformance to requirements and specifications.

18.6.2 The operational tests will include demonstration of DAS features, functionality, and signal coverage performance.

18.7 The City will inspect the DAS to verify that subsystems, units, and controls are properly labeled and interconnecting wires and terminals are identified.

18.8 Any observed deficiencies indicated by tests or by the City’s inspection will be rectified by vendor and completely retested within ten (10) days.

18.8.1 Work and materials required to correct deficiencies will be made at no expense to the City.

18.9 Vendor will provide copies of all zone tests for signal coverage and their results to the City, including a detailed diagram of the proposed in-building distribution system superimposed on the building’s floor plans.

19. Maintenance

19.1 Vendor shall bear all costs for maintenance, repair, and ongoing operating costs of the DAS.

20. Trouble Reporting/Emergency Service

20.1 Vendor shall provide a single telephone number that will be staffed continuously (24 hours per day, 7 days per week, 365 days per year).


20.2 Vendor will provide a two- (2-) hour response time for major outages.

20.3 Vendor will provide 24 hours per day, 7 days per week, 365 days per year maintenance and repair services.

20.4 Vendor will provide an emergency service execution plan to be distributed to all project participants and others as identified as appropriate by the City.

20.5 Vendor shall also provide Procedures and Guidelines for Maintenance and Repair of Facilities per Exhibit H of the License Agreement.

21. Replacement Parts

21.1 Vendor shall retain sufficient inventory of replacement parts to replace faulty system components in a timely manner over the term of the License Agreement from the date the DAS is commissioned.

21.2 No cost shall be charged to the City at any time for repair parts, labor, or maintenance of the DAS.

21.3 Vendor will resolve intersystem interference within twenty-four (24) hours at the RF level, the digital signaling levels, or in mechanical or electrical connections.

21.4 Vendor will provide a statement of interference resolution for RF interference, electrical/mechanical interference, and digital and optical interference.

22. Business Model

22.1 The entire cost of this project will be borne by the vendor.

22.1.1 This includes, but is not limited to, design, planning, implementation, management, installation, utility placements, and supporting infrastructure (electric meter loops, electrical conduit, building and fire code fees, any penetrations and patching, etc.), monitoring and maintenance, continual upgrading, and marketing.

22.2 Vendor will be awarded the sole right to market the DAS services to commercial mobile radio service providers.

22.3 The City will refer any inquiries received from wireless carriers for the placement of cell sites or fiber-based microcellular (distributed antenna) systems to the vendor and will encourage wireless carriers to utilize the DAS solution.

22.4 Vendor will be responsible for negotiating and drafting sub-license agreements for the use of DAS by a wireless carrier. All sub-license agreements are subject to the prior review and approval of the City. Proposers should submit a draft of the sub-license agreement with their RFP.

23. Quality of Service

23.1 Vendor shall maintain the highest standards of service with respect to this project.


23.2 The DAS must be compatible with current and new wireless technologies.

23.3 The City shall have the right to make service audits with or without notice as frequently as it deems necessary in any reasonable manner and at any time.

23.4 Questions or complaints regarding service, whether raised by patrons, exhibitors, the City, or otherwise, may be submitted to the vendor and shall be promptly and fully responded to.

23.5 Vendor shall review with the City the results of service audits and promptly correct any deficiencies called to the vendor’s attention.

23.5.1 Failure of the vendor to provide service commensurate with the reasonable expectations of the City regarding the highest quality of service, if recurring, shall be grounds, at the discretion of the City, for termination of the License Agreement after applicable notice and reasonable cure periods and pursuant to the provisions relating to remedies available to the City.

23.6 Vendor shall design, construct, and operate the DAS in a manner that ensures that it is accessible to all wireless carriers on an equal basis.

24. Safety Measures

24.1 All persons must wear safety helmets, eye wear, appropriate gloves, and comply with the safety requirements of the Complex.

24.2 The vendor is to comply with all applicable sections of governing federal, state, and all local laws.

24.3 In the event of conflict between any of the provisions of municipal bylaws, state acts, or federal laws, the most restrictive shall apply.

25. Use of Work Area

25.1 Delivery of supplies, equipment, and/or materials to the Complex shall be along routes designated by the Complex manager, the Events Center construction manager, or its representative.

25.2 The vendor must obtain prior approval from the City or its representative of areas proposed for temporary storage, stockpiling, equipment, maintenance, or operations.

25.3 Working areas shall be chosen by the City or its representative in cooperation with the Complex manager or Events Center’s construction manager.

25.4 The vendor shall be responsible for repairing, at no cost to the City, all damages caused by the work of the vendor or its contractors.

26. Cooperation, Construction, and Interfacing With Other Contractors

26.1 Ensure that all trades cooperate with each other to ensure that work will be carried out expeditiously and will be satisfactory in all respects at completion.


26.2 Ensure that all trades examine the plans and specifications covering the work of all other sections.

26.3 Vendor shall coordinate its work with the work of other contractors at the Complex site and shall not commit or permit any act that will interfere with the performance of the work of other contractors.

26.3.1 Where vendor’s work adjoins that of other contractors, it shall confer with them as required and so arrange its work that there shall be no discrepancies when the whole work is completed.

26.3.2 If vendor fails to cooperate with or coordinate its work with the work of other contractors, it shall not make any claim founded on delays that have resulted from such failure and it shall save the City harmless from all claims made by other contractors that are founded on delays caused by such failure.

26.4 If any part of the work depends on its proper execution or results upon the work of other contractors, vendor shall report promptly and advise the City in writing of any defects in the work of such other contractors that interfere with the proper execution of the work.

26.5 Should vendor fail to inspect and report, vendor shall have no claim against the City by reason of defective or unfinished work of any other contractor, except as to latent defects not reasonably observable at the time of the commencement of the vendor’s work.

26.6 Vendor shall be responsible for any and all damages caused by its negligence or failure to coordinate its work with that of other contractors and any additional expenses arising therefrom.

26.7 There may be other contractors or forces of the City working in the same area where vendor’s work will be performed.

26.7.1 The Vendor or its designated representative will use reasonable efforts to assist with coordination of work of all contractors so as to minimize interference with or suspension of work of any other contractor.

26.7.2 These coordination efforts shall be consistent with orderly and expeditious performance and completion of the project as a whole.

26.8 Vendor must anticipate that this work may be interfered with or suspended from time to time on account of concurrent performance of the work by other contractors.

26.8.1 The vendor shall, if requested by the City or its designated representative, arrange its work under the License Agreement with the work being performed by other contractors.

26.8.2 Furthermore, the City or its designated representative may direct that certain facilities be used mutually by the vendor and other persons.


26.9 Prior to the commencement of the work, the vendor, accompanied by the City or its designated representative, shall inspect all previous work executed by other trades and shall report its approval promptly in writing.

26.10 If any part of the work executed is unsatisfactory, vendor shall so report in writing to the City or its designated representative prior to the commencement of its work.

26.11 If the necessity for corrective work is established, the Vendor or its designated representative will proceed with these corrections.

26.12 Should the vendor fail to inspect and report as mentioned above, vendor will become responsible for all uncorrected work executed by other trades, and they shall have no claim against the City by reason of defective or unfinished work of any other contractor, and they shall correct the work as required at their own expense.

26.13 All scope of work for this package for the Events Center will need to be coordinated with Mortenson’s construction schedule.

27. Indemnification

27.1 Licensee will indemnify, defend, and hold harmless Licensor, including, but not limited to, its elected and appointed officials, officers, employees, representatives, and agents from and against all losses to the extent relating to, directly or indirectly, a claim by a third-party related to any of the following: (i) breach of any representation, warranty, covenant, or agreement of Licensee in this License; (ii) negligence, gross negligence, willful misconduct, or other wrongful act or omission of Licensee or any Sub-Licensee or any person acting on behalf of or under the direction or control of Licensee or any Sub-Licensee; (iii) infringement or other violation of any intellectual property right of any third-party; (iv) a Licensee-induced condition, event, or other activity that gives rise to a third-party claim (including any, or accusation of any, libel, slander, invasion of privacy, improper trade practice, or breach of warranty or any unsafe, hazardous, or defective good or service) of or at the Complex; or (v) action, suit, or proceeding arising out of, relating to, or resulting from any of the foregoing.

28. Insurance Requirements

28.1 The vendor shall secure the insurance specified below. All insurance secured by vendor shall be issued by insurance companies acceptable to the City. The insurance specified in this section may be in a policy or policies of insurance, primary or excess. Certificates of all required insurance shall be provided to the City upon execution of the License Agreement:

28.1.1 Workers’ compensation insurance providing the statutory limits required by South Dakota law. In addition, it shall provide Coverage B, Employer’s Liability Coverage, of not less than $1,000,000 each accident, $1,000,000 disease-policy limits. The required limit may be met by excess liability (umbrella) coverage.


28.1.2 Commercial general liability insurance providing occurrence form contractual, personal injury, bodily injury, and a property damage liability coverage with limits of at least $1,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 aggregate products and completed operations. The required limit may include excess liability (umbrella) coverage. The policy shall name the City and its representatives as an additional insured and will be on an occurrence basis. “Claims made” insurance is not acceptable. The policy shall be maintained for three years after expiration or termination of the License Agreement.

28.1.3 Automobile liability insurance covering all owned, nonowned, and hired automobiles, trucks, and trailers. The coverage shall be as broad as that found in the standard comprehensive automobile liability policy with limits of not less than $1,000,000 combined single limit each occurrence. The required limit may include excess liability (umbrella) coverage.

28.1.4 Professional liability insurance providing occurrence basis coverage for the claims that arise from the errors of the firm or its consultants, omissions of the firm or its consultants, failure to render a service by the firm or its consultants, or the negligent rendering of the service by the firm or its consultants in the amount of $1,000,000 each occurrence and $1,000,000 annual aggregate. “Claims made” coverage is not acceptable. The insurance shall be maintained for two years after final completion of the services. The City does not represent that the above coverages and limits are adequate to protect the vendor or its consultant’s interest and assumes no responsibility therefor.

28.1.5 The vendor will provide the City with at least 30 days’ written notice of an insurer’s intent to cancel or not renew any of the insurance coverage. The vendor agrees to hold the City harmless from any liability, including additional premium due because of the vendor’s failure to maintain the coverage limits required.

28.1.6 The City’s approval or acceptance of certificates of insurance does not constitute the City’s assumption of responsibility for the validity of any insurance policies nor does the City represent that the above coverages and limits are adequate to protect any individual/group/business, its consultants’ or subcontractors’ interests, and assumes no liability therefore.

29. Cost Proposal

29.1 Vendor shall submit a detailed proposal setting forth the timing and amount of the license fee to be paid to the City under the DAS license agreement. A pro forma should be submitted reflecting estimated expenses and revenues of the DAS.

30. Contract Award

30.1 It is the City’s intent to enter into a DAS License Agreement with a vendor who best demonstrates the ability to provide a DAS for the Complex. After review of the proposals if the City decides to not enter into a contract, the City will notify all offerors.


30.2 The current draft of the DAS license agreement is attached hereto as exhibit D. Please review and submit any limited minor modifications to the license agreement. The City discourages any material changes to the agreement.

31. Submittal Requirements

31.1 In addition to detailed methodology and pricing as outlined in Section 29, the submittal must contain the following information:

31.1.1 A cover letter with the name and address of the vendor and project contact person with address, telephone number, and email address. Acknowledge receipt of any addenda if applicable. Summarize your understanding of the project. Provide a statement indicating your ability to provide timely services and meet the requirements of the proposed schedule. Indicate your acceptance of the requirements of this RFP. Provide a one-page summary of the benefits you believe the City would receive from selecting your firm.

31.1.2 The cover letter must be signed by a duly authorized official of the offeror’s firm. Consortiums, joint ventures, or teams submitting proposals must establish contractual responsibility rests solely with one company or one legal entity. Each submittal should indicate the entity responsible for execution on behalf of the proposal team. The firm’s offer must be good for 180 days.

31.2 Provide résumés or a listing of information for each person in your firm participating in this project. State the educational background of each individual, years of experience, length of employment with your firm, and experience providing DAS in large event facilities.

31.3 Provide contacts and references for similar sites that have a neutral host DAS installed and a list of wireless carriers and services for each site listed, along with the approximate start date of when wireless carriers were added. Vendor shall provide a list of references with contact information of agencies that have requested your services.

31.4 Each offeror shall supply recent examples of similar projects that their firm was involved with.

31.5 Please provide an overview of your business model relating to a DAS.

31.5.1 Include comments and proposed revisions in redlined format to the City’s draft DAS License Agreement.

31.5.2 Include a copy of your standard contract that wireless carriers are given to sign up for service. This contract should be captioned as a Sub-License Agreement for inclusion as Exhibit F to the DAS License Agreement.


31.6 Provide an overview of the process and potential timeline it will take once a License Agreement is signed with the City.

31.6.1 Please include your expected timetable for wireless carrier negotiations to participate in the DAS and the projected number of wireless carriers.

31.7 Please list the equipment and system vendors you work with as business partners.

31.8 Would you be willing to host first responder/public safety services on the DAS (at no additional cost to the City) and how would this be handled?

31.8.1 Would you be willing to accommodate the Complex’s two-way radio services on DAS? How would you be willing to accommodate?

31.9 How do you negotiate with the City for requests of services that are not revenue-generating from a wireless carrier? Please cite examples.

31.10 How do you handle the City’s requests for additional services after installation is complete? Please cite examples.

31.11 What is the acceptance process between your company and the City?

31.12 Can you guarantee that certain wireless carriers will participate?

31.12.1 Specifically, AT&T, Verizon Wireless, T-Mobile, and Sprint are highly desired.

31.12.2 Describe your pricing model for the wireless carriers, including capital contributions, operating expense reimbursement, and monthly usage fees.

31.13 What are your typical financial considerations for the building owner?

31.13.1 What is your estimate of a pro forma license fee payable to the City for access to the Complex?

31.14 What are the base requirements needed in order for your company to take on an installation?

31.15 What is the largest installation you have completed to date and when completed?

31.16 How many DAS installations has your firm installed?

31.17 What is the largest installation you have currently under construction?

31.18 What SLAs do you typically have in place with the wireless carriers?

31.19 Please provide DAS system support procedures for post installation.

31.20 Do you directly manage the installation or do you subcontract that to the equipment or electrical vendor?

31.20.1 If you contract the project management, what oversight do you provide?


31.21 What construction precautions are taken to prevent damage to SMG and the City of Sioux Falls’ property during installation?

31.21.1 Can you provide the minimum insurance levels listed in Section 28?

31.22 Do you require separate locked space for the DAS headend electronics?

31.23 Do you have a local site that currently employs your services we could visit?

31.24 In addition to the DAS headend equipment, how do you propose the facilitation service as a provider of DAS equipment?

31.24.1 What are your thoughts regarding the Complex or the service provider’s location?

31.25 What is your carrier to noise RF design goal by class of service area?

31.26 Describe your sources of funding for the Capital Equipment and submit the last two years audited financial statements with your response.

32. Selection Criteria

32.1 Upon receipt of the proposals, an evaluation team will determine the best proposal deemed most qualified based on the following criteria:

32.1.1 The evaluation team will rely on the qualitative information contained and presented in the proposals, the reference checks made, and the ability to provide a DAS that best meets the needs of the City. Selection criteria will be based on:

Evaluation Criteria (100-Point Potential Score)

Degree that firm demonstrates an understanding of the project objectives and proposes a solution to accomplish those objectives and is able to meet these objectives and project timetable. 25 points

Project team experience. 20 points

Reasonableness of proposed license fees or other compensation to the City. 20 points

Examples of and references of similar projects designing, maintaining, managing, and supporting neutral host DAS equipment. 20 points

Customer service during installation and firm’s availability to provide on-site service within 24 hours. 15 points


32.1.2 Upon review of the proposals, the City will score the proposals and may short-list and may interview the highest ranking firms. Upon completion of the interviews, the highest ranking firm may be asked to enter into contract negotiations with the City of Sioux Falls. If a License Agreement cannot be reached with the highest ranked firm, the City may move to the next highest ranked firm. The same process will be repeated with the other ranked firms if no such agreement can be reached. The City of Sioux Falls reserves the right to not select a firm as part of this process if a License Agreement cannot be reached or for any other reason.

33. Special Conditions

33.1 Excluding proprietary information, the successful firm’s proposal and License Agreement are deemed public records and shall be available to the public upon request. In addition, the City shall maintain a “Register of Proposals for this Contract,” which shall contain the names of companies who submitted a proposal and the name of the company who was awarded the contract. However, the proposals of the submitting firms not awarded the contract are nonpublic records and will remain confidential.

34. Authorized Signature

34.1 An individual authorized to bind the offeror to the provisions of the RFP must sign all proposals.

35. City Not Responsible for Preparation Costs

35.1 The City will not pay any cost associated with the preparation, submittal, presentation, or evaluation of any proposal.

36. Conflict of Interest

36.1 Offerors must disclose any instances where the firm or any individuals working on the contract has a possible conflict of interest and, if so, the nature of that conflict (e.g., employed by the City of Sioux Falls). The City reserves the right to cancel the award if any interest disclosed from any source could either give the appearance of a conflict or cause speculation as to the objectivity of the offeror’s proposal. The City’s determination regarding any questions of conflict of interest is final.

37. Offeror’s Certification

37.1 By signature on the proposal, the offeror certifies that it complies with:

The laws of the state of South Dakota.

All applicable local, state, and federal laws, codes, and regulations.

All terms, conditions, and requirements set forth in this RFP.

A condition that the proposal submitted was independently arrived at without collusion.


A condition that the offer will remain open and valid for a period of 180 days and any condition that the firm and/or any individuals working on the contract do not have a possible conflict of interest (e.g., employed by the City of Sioux Falls).

37.2 If any firm fails to comply with the provisions stated in this paragraph, the City reserves the right to reject the proposal, terminate the contract, or consider the contractor in default.

38. No Contact Policy

38.1 Any contact with any City representatives, related officials, or representatives other than those outlined in the RFP is prohibited. Such unauthorized contact may disqualify your firm from this procurement.

39. Proposal as Part of Contract

39.1 Part or all of this RFP and the successful proposal may be incorporated into the License Agreement.

40. Special Conditions

40.1 The City reserves the right to reject any and all proposals, to waive formalities, and to select the proposal and developer(s) that, in the City’s sole discretion, are in the best interests of the City of Sioux Falls, South Dakota.

The City reserves the right to:

Amend, modify, or withdraw this RFP.

Revise any requirements under this RFP.

Require supplemental statements of information from any responding party.

Extend the deadline for submission of responses hereto.

Negotiate or hold discussions with any bidder to correct insufficient responses that do not completely conform to the instructions contained herein.

Waive any nonconformity with this RFP.

Cancel, in whole or in part, this RFP if the City deems it is in its best interest to do so.

Request additional information or clarification of information provided in the response without changing the terms of the RFP.

Waive any portion of the selection process in order to accelerate the selection and negotiation with the top-ranked firm.

Not award a contract as a part of, or result of, this RFP process.

The City may exercise the foregoing rights at any time without notice and without liability to any bidder, or any other party, for expenses incurred in the preparation of responses hereto or otherwise.


Attachment A EMS Radio Frequencies


Exhibit Attachment B Events Center, Convention Center, and

Sioux Falls Arena Building Plans

The plans for the facilities listed are posted on the City of Sioux Falls ePlans website at the following address: www.eplans.siouxfalls.org


https://my.siouxfalls.org/Login.aspx?ReturnUrl=%2FMy%2FBidderPortal.aspx

Attachment C Denny Sanford PREMIER Center—Contractor Premise Access Policy

1.0 Purpose

The purpose of this document is to provide guidance for visiting contractors to the Denny Sanford PREMIER Center, Sioux Falls Arena, and Sioux Falls Convention Center premises, as well as for employees sponsoring visitors to the Denny Sanford PREMIER Center, Sioux Falls Arena, and Sioux Falls Convention Center.

2.0 Cancellation or Expiration

The processes and statements in this document do not have an expiry date. However, this document is reviewed and updated annually and is maintained in the document management system of the Denny Sanford PREMIER Center, Sioux Falls Arena, and Sioux Falls Convention Center.

3.0 Background

The Denny Sanford PREMIER Center, Sioux Falls Arena, and Sioux Falls Convention Center is a multiuse entertainment facility. This facility has multiple restricted access areas as well as areas that could be considered hazardous to untrained or unequipped personnel. This document provides the mechanism to protect both the visiting contractors and the facility.

4.0 Scope

This policy applies to all visiting contractors to any premise of the Denny Sanford PREMIER Center, Sioux Falls Arena, and Sioux Falls Convention Center and to employees who sponsor visiting contractors.

5.0 Parking

Visiting contractors are encouraged to use designated visitor parking spots. If these spots are in use, regular parking spots can be used.

6.0 Check-In

All visiting contractors must arrive at a designated check-in entrance (the security office) and present government-issued photo identification at time of check-in. All visiting contractors must sign a log form indicating their name, who they represent, person to be visited, date, and time in and out. All visiting contractors must be met by their employee sponsor at the time of check-in. All visiting contractors must report to the maintenance or facility manager at the beginning of each shift to report their expected work schedule, any potential hazards/area restrictions that will be created during the project, how many people will be working at site, and deliver a written inventory for any tools and equipment that will remain on the site overnight.

Visitors who are unable to present a current photo ID or refuse to present a photo ID will not be permitted access to the facility. Vendor representatives, delivery services, or other contracted entities with legitimate business to conduct on the premises are considered authorized only when granted appropriate access at appropriate times. Normally, contractors shall not perform


work at the Denny Sanford PREMIER Center outside normal business hours, a period that includes only weekday business operations of the building administration. A visiting contractor cannot sponsor another contractor.

Pets are not permitted; however, assistance animals such as Seeing Eye dogs are permitted. In some cases, prior arrangements may be required. Some areas (such as mechanical or electrical equipment rooms) are not appropriate for animals under any circumstances.

7.0 Contractor Orientation

Prior to beginning work, the contractor site safety representative receives an orientation briefing from the Denny Sanford PREMIER Center, Sioux Falls Arena, and Sioux Falls Convention Center representative regarding requirements for working at the site. This briefing would include the following:

Emergency contact information.

All work on site requires the contractor to provide an on-site supervisor.

All work performed on-site will be with contractor’s tools and equipment.

Site smoking policy.

Site housekeeping requirements.

Parking and site access restrictions.

Overview of the facility environment policy including management of all generated wastes.

Overview of Zero Tolerance Policy regarding harassment and use of alcohol and/or drugs.

Emergency response information (alarm signals, location of shelter areas, etc.).

Notification requirements regarding accidents, incidents, and near misses.

Requirements regarding use of chemicals at the site and means of obtaining a Material Safety Data Sheet.

Required Personal Protective Equipment (PPE) while on the site.

Required permits for performing the work and means of obtaining permits; i.e., hot work permit.

Use of ladders, scaffolding, or rigging.

Fall protection policy at heights of 6 feet or higher.

Requirements regarding lockout/tagout.

Electrical safety requirements, including no live work and appropriate PPE.

Location and hazards of confined spaces in the vicinity of the work area(s).

Use of electrical equipment and ground fault circuit interrupters (GFCI).

If there are any hazardous materials; i.e., PCBs or ACMs, or noise control areas in the building.


8.0 Visitor Badges

Visitor badges must be worn at all times. Employees are instructed to immediately report anyone not wearing a visitor or employee badge to security immediately.

9.0 Photographs and Cameras

Visiting contractors are not permitted to take photographs inside of the Denny Sanford PREMIER Center, Sioux Falls Arena, and Sioux Falls Convention Center premises, unless discussed specifically with sponsoring employees.

10.0 Information Disclosure

Visiting contractors should not request information that does not pertain to their visit or the work being performed.

11.0 Checkout

Visiting contractors will check out at the same station where they arrived. The checked out visitor will be taken off the on-premise list, both in the paper and online copies.

12.0 Emergency Evacuation

In the event of an emergency, it is the sponsoring employee’s responsibility to ensure that the visiting contractor remains in the evacuation marshaling area. Emergency coordinators will tally all visitors using the visitor check-in information (using either the preferred online method or the fallback paper sheets). Visitors will not leave the property until it is confirmed with the emergency coordinators that they have successfully evacuated the building.

Multiple Day Visits and Longer Term Contracts

Visiting contractors who are at the Denny Sanford PREMIER Center, Sioux Falls Arena, and Sioux Falls Convention Center for multiple days must follow all procedures associated with this policy (check in, check out, etc.) on each day of their visit.

Visitors and Groups Requesting Tours of the Facility

All requests by groups for tours of the Denny Sanford PREMIER Center, Sioux Falls Arena, and Sioux Falls Convention Center facilities will be referred to the office of the general manager for handling as an exception.

In most cases, these groups will be handled by a single form to be signed by a designated group leader or representative. In these cases, a verbal summary of the emergency evacuation procedure and the restrictions on photographs will be communicated to the visitor group prior to entry of the facility by a predesignated Denny Sanford PREMIER Center, Sioux Falls Arena, and Sioux Falls Convention Center employee.

Any hazard specific to the areas being visited will also be communicated at that time. Visits to areas of this type may require waivers to be signed individually before allowed entry to the facility.

All visitors or groups on a tour will be accompanied by their sponsor(s) at all times.


CONTRACTOR ORIENTATION CHECKLIST1.0 Emergency Contact Information. Completed

Denny Sanford PREMIER Center, Sioux Falls Arena, and Sioux Falls Convention Center Resources:

Office # Pager #

Project ManagerSafety CoordinatorFacility Engineer

External ResourcesPolice/Fire Department 911 or 9-911Local Medical Facilities

SecurityHAZMAT Response Team

2.0 Site Smoking Policy. Completed

___ Smoking is not permitted anywhere at this site. ___ Smoking is permitted ONLY in the following areas:

3.0 Parking and Site Access Restrictions. Completed

Contractor employees are restricted from parking personal vehicles on site unless authorized by a site representative. Parking is available at __________________________________________________. (This is/is not a secure lot that is patrolled regularly by site security.)

Shuttle/bus service is available from the hours of ___:___ a.m./p.m. to ___:___ a.m./p.m.

Parking on-site is limited. If driving a company vehicle, arrangements for parking on-site must be made with a site representative.

Speed limit: __________mph.

Sit only in seats that are provided and have seatbelts.

Yield to pedestrians approaching the service roads.

Come to a complete stop at stop signs.

Park only in approved, designated parking spots as authorized by the site representative.


Date:

CONTRACTOR ORIENTATION CHECKLIST

4.0 Site Housekeeping Requirements. Completed

It is the responsibility of the contractor employees to maintain a clean and orderly work area to minimize fire and fall hazards. It has been proven through OSHA statistics that poor housekeeping leads to slips, trips, and falls on construction sites. Therefore, when contracted work has been completed or at the end of the work day/shift, contractor ensures that the area is clean.

Employees shall immediately notify their supervisor of any perceived fire or fall hazards.

Clear access shall always be maintained in contractor working areas to electrical panels, fire extinguishers, safety showers and eyewash stations, and fire hydrants. Noncompliance with this policy may impede the response time of emergency responders and cause unnecessary delays in the event of an emergency.

5.0 Overview of Zero Tolerance Policy Regarding Sexual Harassment and Discriminatory Behavior. Completed

The Denny Sanford PREMIER Center has a ZERO TOLERANCE policy for both sexual harassment and discriminatory behavior. Unprofessional behavior that creates a hostile work environment for individuals with regard to age, race, religion, physical disabilities, or sexual orientation will not be tolerated.

Both types of behavior are very subjective and difficult to defend against. If a complaint is registered, by law the Denny Sanford PREMIER Center will pursue that complaint to the extent that the law requires. Violators will be removed from the site.

6.0 Overview of Zero Tolerance Policy Regarding Alcohol and Drug Use. Completed

Employees and visitors shall not report to work at the site under the influence of any substance that may affect their ability to safely perform their work, operate equipment, make conscientious decisions, or that may in any way jeopardize the health and safety of other employees.

If there is reason to believe that someone is under the influence of such a substance, that person may be asked to submit to drug testing or leave the site. If a controlled or illegal substance is suspected, the proper authorities will be contacted.

Illegal substances shall not be brought to the site. Anyone taking prescribed medication and/or who is under the care of a doctor shall notify their immediate supervisor who will then tailor their work assignment accordingly.

7.0 Emergency Response Information (alarm signals, shelter areas, etc.).

A copy of this document may be obtained from the site representative. Completed

8.0 Notification Requirements Regarding Accidents, Incidents, and Near Misses.


9.0 Requirements Regarding the Use of Chemicals at the Site and Means of Obtaining a Material Safety Data Sheet.



Date:


10.0 Required Personal Protective Equipment (PPE) While on the Site. Completed

Contractors are responsible for providing their employees with proper Personal Protective Equipment (PPE) to protect them while they are working and must train them in the proper inspection, maintenance, and safe use of that equipment. Contractors are responsible for conducting job assessment to determine the proper PPE necessary for each job.

At a minimum, construction employees are expected to wear hard hats and appropriate work boots, plus ANSI Z-87-approved safety glasses with safety frames and side shields at all times. Additionally, harnesses, respirators, gloves, face shields, and hearing protection are typically required in most construction zones. In plant areas, steel-toed shoes are required and strongly recommended in construction areas.

Fall Protection 100% tie off. 6' tie off required in all circumstances (steel erection, scaffold erection, etc.). 5,000-pound anchorage required. Employees must be trained in proper inspection, maintenance, and safe use of equipment.

Respirators Require written program. Medical approval for all employees utilizing respirators. Training.

Hearing Conservation If the work area is above 90dB on the TWA, a written program and hearing protection is required.

11.0 Required Permits for Performing the Work and Means of Obtaining Permits. Completed

_____ Hot Work Permit

Anything that generates heat, flame, or spark or any electrical hot work (live electrical panels or circuits) requires a hot work permit. An appropriate fire extinguisher, dedicated trained fire watch person (who understands elements, stages, and causes of fire, etc.), and an evaluation of explosive/flammable atmospheres is necessary.

_____ Confined Space Entry Permit

This requires a site-specific program. All companies conducting confined space entries must submit a written program and documented evidence that their employees have been adequately trained in their duties and hazards associated with their work. Contractors must provide their own calibrated monitors and rescue equipment.

_____ Lockout/Tagout Permit

This requires a site-specific program. Contractors must coordinate their lockout/tagout procedures with those existing on-site. Once affected circuits, piping, dissipated hazardous energy, switches, valves, and/or other processes have been identified by the customer and/or Schneider Electric, contractor personnel shall place their own lock on the customer’s lock to ensure against accidental start-up.


Date:


12.0 Use of Ladders, Scaffolding, or Rigging. Completed

_____ Ladders

See Fall Protection Procedure for ladder and scaffolding safety.

_____ Scaffolding

All cross braces and handrails must be installed. A competent person is required for scaffold erection and inspection. Scaffolding is to be inspected daily by a competent person and the inspection tags signed. Tagging systems are site-specific.

_____ Rigging

All rigging must have a legible load tag and must be inspected before each pick. Riggers shall be designated as competent persons. Chains are not allowed except for use with a chain fall. Only synthetic or wire rope slings are allowed.

Information regarding other permits as required by site and the means for obtaining these permits is available from the site representative.13.0 Requirements Regarding Lockout/Tag Out.


14.0 Location and Hazards of Confined Spaces in the Vicinity of the Work Area(s).


15.0 Use of Electrical Equipment and Ground Fault Circuit Interrupters (GFCI).

All electrical equipment must be connected to a GFCI. Tools shall be regularly inspected for defects (cuts, exposed insulation, missing ground pin, etc.). Tools with damaged cords or plugs shall be removed from service immediately.

Completed

Other Site Specific Requirements Completed

Completed

Completed

Completed

Completed

____________________________________ ________________________________________Signature of Contractor Signature of Contractor Site Safety Representative

____________________________________ ________________________________________Phone Number Contact Phone Number


CONTRACTOR JOB SITE SAFETY CHECKLISTCategory Acceptable N/A Remarks

Scaffolds/LaddersLadders meet construction standards.Adequate footings.Scaffolds are plumb and secured.Toe boards/guardrails in place.Access ladder to elevated work platform.Ladders tied off.Adequate working platforms on scaffolds.

Compressed Gas CylindersSecure in an upright position.Metal valve caps must be in place on all cylinders not in use.Store spare oxygen and combustible gas cylinders 20' apart or separated by a 5' high barrier.

Suspended LoadsSecured by tag line to prevent swinging.No personnel working beneath load.Wire lines and connectors inspected/certified.

Fuel ContainersApproved cans properly labeled.Storage of flammable liquids in designated areas only.Bulk storage of fuels vented, labeled.

Vehicle and Mobile EquipmentBacked-up alarms on mobile equipment.Load chart displayed inside equipment.Overhead guards on forklifts.

Working SurfacesClear of tripping hazards.Nonslip surfaces on floors or ramps.Floor openings guarded.Stairs designed with handrails, treads, risers, angles that meet standards.

Waste DisposalTrash and rubbish removed daily.Hazardous waste segregated for proper disposal.

Other

Comments


Attachment D DAS LICENSE AGREEMENT

DAS LICENSE AGREEMENT

This DAS LICENSE AGREEMENT (“License”) is made as of the ________ day of __________________, 20___ (“Effective Date”), by and between the City of Sioux Falls, a home ruled charter municipality in the State of South Dakota, hereinafter referred to as “Licensor,” and [Name], a ______________ [entity], hereinafter referred to as “Licensee.”

RECITALS:

A. Licensor is the owner of the Denny Sanford PREMIER Center, the Sioux Falls Convention Center, and the Sioux Falls Arena, each located in Sioux Falls, South Dakota, as more particularly set forth on Exhibit A attached to this License (the “Complex”), and has the authority to allow others to use and provide services at the Complex; and

B. Licensee desires to use portions of the Complex, as more specifically set forth in this License, for purposes of constructing, installing, operating and maintaining a neutral host distributed antenna system (“DAS”) and providing commercial mobile radio services providers using FCC Licensed Services (as defined below) (the “Sub-Licensees”) with access to the DAS for purposes of receiving and transmitting radio frequency signals to portable wireless devices used by persons using, visiting and/or attending events at the Complex (“Communications Purposes”). The portions of the Complex to be included under the terms of this License are described in greater detail in Exhibits B and C.

C. The Communications Purposes to be served hereunder involve the provision of wireless services by commercial mobile radio service providers licensed by the Federal Communications Commission (the “FCC”) to operate on assigned frequencies such as 800MHz, 1900MHz, AWS Spectrum and 700 MHz (and excluding Internet access via Wi-Fi and fixed Wi-Max services) (the “Licensed Services”), as well as such ancillary and/or other wireless services offered by the commercial mobile radio service providers in conjunction with their provision of the Licensed Services as permitted by the FCC (and excluding Internet access via Wi-Fi and fixed Wi-Max services).

D. The DAS and the equipment, wiring, conduit, and cable to be installed as part of or in conjunction with the DAS are referred to herein as the “Facilities” and

E. The Parties desire to enter into this License for Communications Purposes at the Complex on an exclusive basis, as provided herein below.

NOW THEREFORE, in consideration of the mutual promises and conditions contained herein, the Parties agree as follows:

Construction of the Facilities and Grant of License.

Attached as Exhibit B is a description of the scope of work for the construction, installation and deployment of the Facilities to be built and installed by Licensee


at the Complex, subject to the terms and conditions of this License, and to be paid for by Licensee.

Licensor hereby grants to Licensee the exclusive right to use portions of the Complex, as more particularly set forth on Exhibit C attached to this License (the “Licensed Premises”), to construct, install, operate and maintain the Facilities, including the non-exclusive use of certain space, as depicted in the drawing attached as Exhibit C , consisting of an interior room measuring approximately 1,000 square feet in size (“Equipment Room”), for the purpose of locating Licensee’s equipment and the equipment of its Sub-Licensees on the Licensed Premises. In addition to the Equipment Room as described on Exhibit C , the Licensed Premises includes space for the infrastructure required to support the DAS, which will include single and multi-mode fiber-optic cable, CAT 6 wiring, external roof top antennas, conduits to house the cable and wiring and electric services and other related equipment in accordance with (at a minimum) applicable Industry Standards (as defined in Exhibit G), as reasonably determined to be necessary by Licensor and Licensee, in order to operate the Facilities for Communications Purposes at the Complex. Licensee may only locate Facilities on the Licensed Premises that are necessary for the operation of the DAS. No Facilities will be placed or operated in such a manner that creates a hazard or causes physical harm to any person or the public. Licensee acknowledges and agrees that for purposes of this License, the Complex and the Licensed Premises do not include the exterior areas surrounding the Complex.

Licensor’s grant does not include any right to sub-license space for any external communication cell sites at the Complex for use by the Sub-Licensees.

Licensee will utilize existing infrastructure whenever possible when constructing the Facilities. Exhibit C consists of an initial system design for the Facilities, including the DAS and the phases of construction and deployment of the Facilities. Such design may be modified by Licensor and Licensee upon final documentation and approval of the radio frequency design for the Facilities. Once the Parties have approved the initial system design for the Facilities, subsequent modifications, routine maintenance and repairs to the Facilities by Licensee that do not adversely affect equipment, cables or other property at the Complex, or of Licensor or other third parties, shall not require Licensor’s prior approval (although Licensee shall deliver to Licensor revised system documentation within ten (10) days after completion of such work to reflect any modifications to the previously approved system design necessitated by such maintenance and repairs).

Subject to the terms and conditions of this License, Licensee will have the limited exclusive right to sub-license use of the Licensed Premises to Sub-Licensees of Licensed Services for the purpose of installing, maintaining and operating base station radio communications equipment and connecting to Licensee’s Facilities. The terms and conditions of each sub-license will be set forth in a sub-license agreement substantially in accordance with the form of the Sub-License


Agreement attached as Exhibit D (the “Sub-License Agreement”). Each Sub-License Agreement (including subsequent amendments, waivers or modifications) must be submitted by Licensee to Licensor for review and approval prior to execution, which approval shall not be unreasonably withheld or delayed. Under no circumstances will Licensee confer any greater rights or privileges to a Sub-Licensee than contemplated by this License. In the event of any conflict between the terms and conditions of any Sub-License Agreement and this License, the terms and conditions of this License will govern. Licensee shall provide to and maintain with Licensor a full and complete copy of each executed Sub-License Agreement.

Licensee shall achieve Substantial Completion of the initial installation, construction and testing of Licensee’s Facilities on or before _____________, 20___ , such that the DAS is fully operational at the Complex. For purposes of this License, “Substantial Completion” shall mean that Licensee’s Facilities have been completed in accordance with the final approved system design as set forth in Exhibit C (except for minor, punch list items approved by Licensor), and that the Facilities will permit beneficial use of the DAS for Communications Purposes.

Licensee shall furnish to Licensor and maintain throughout the Term (as defined in Section 4) complete and accurate “as built” plans and records showing the location of the Facilities in the Licensed Premises.

If Licensor determines, in its sole discretion, that the Licensed Premises, or space within the Equipment Room, is required for the use of Licensor in connection with the operation of the Complex or is no longer suitable for the Facilities because of safety, reliability or general engineering standards, Licensor may require Licensee to permanently remove, relocate or transfer the Facilities (including equipment and property of the Sub-Licensees) upon the earlier to occur of (i) thirty (30) days written notice, or (ii) the actual date of Licensor’s need for removal, relocation or transfer, unless the Parties can make such other arrangements as are mutually agreeable to continue to accommodate the Facilities at the Complex. In the case of safety or reliability concerns, Licensor may require Licensee to implement immediate remediation measures to remove the Facilities. Licensor shall provide comparable space in the Complex, if reasonably available, that is adequate for the installation, operation and maintenance of the Facilities, or, where practicable, modify the Licensed Premises, at the expense of Licensee, for use as the Licensed Premises. To the extent possible, Licensor will permit Licensee to perform a standard relocation procedure, if required by any relocation or transfer of the Facilities, which will ensure that the relocated Facilities are operational for DAS services prior to discontinuing service from the old location.

In the event Licensee fails to remove, relocate or transfer any Facilities from the Licensed Premises within the time specified by Licensor, then Licensor is authorized to remove, relocate or transfer the Facilities at Licensee’s sole risk and expense and Licensee shall reimburse Licensor for the expenses thereby incurred. Licensor shall have no liability or responsibility whatsoever to Licensee, any Sub-Licensee


or any Sub-Licensee’s customers for such removal of the Facilities and Licensee shall indemnify, defend and hold harmless Licensor and its contractor for any claims, damages or liability to a third-party, including attorney’s fees, arising from or in connection with such removal, relocation or transfer activities.

If, during the Term, Licensor needs to perform maintenance work at the Complex, repair or replace any portion of the Complex that includes, but is not limited to the Licensed Premises, or modify or replace any existing systems in the Complex (collectively, “Premises Work”), Licensee agrees to fully cooperate with Licensor to permit the performance of the Premises Work. Licensor agrees to provide at least thirty (30) days’ notice to Licensee of its intention to perform Premises Work, except in the case of an emergency situation, in which case Licensor shall give as much notice as is reasonably possible under the circumstances. The Premises Work may require the temporary relocation of Facilities or Licensee’s installation of temporary equipment. If a temporary relocation of Facilities is required to accommodate the Premises Work, the Parties shall determine the most suitable alternative location that will not impede the Premises Work and that will minimize any adverse effect upon Licensee’s ability to provide the DAS for Communication Purposes to or for the benefit of the Complex and any Sub-Licensee and its customers. Notwithstanding the foregoing, Licensee shall move the Facilities back to its original location after receipt of notice that the Premises Work is completed, unless the Parties agree in writing to utilize the relocated area permanently. Licensor shall have no liability or responsibility whatsoever to Licensee, any Sub-Licensee or any Sub-licensee’s customers for a temporary relocation of the Facilities in connection with Premises Work. If any of the Premises Work is likely to interrupt or materially alter Licensee’s provision of DAS for Communication Purposes to any Sub-Licensee, then Licensor will, if requested in writing by Licensee, provide prior notice to the affected Sub-Licensee of the likely interruption.

Access.

Licensor grants Licensee, and its officers, agents, representatives, employees, contractors, and Sub-Licensees a right of ingress and egress to the Licensed Premises as may be reasonably required for the purpose of constructing, installing, maintaining, operating and removing Licensee’s or Sub-Licensee’s equipment in accordance with the provisions of this License. The manner of such ingress and egress is subject to coordination with Licensor’s designated manager for the Complex and compliance with Licensor’s rules and security procedures for the Complex applicable to vendors and contractors accessing the Complex, as the same may from time to time be amended by Licensor, in its sole discretion, with written notice to Licensee. Licensor’s control over the manner of ingress and egress includes control over the number of persons coming into the Complex, the time of day that those persons may have such ingress and egress and the route of ingress and egress at the Complex.


Licensor acknowledges that Licensee and Sub-Licensees require seven (7) day, twenty-four (24) hour access to their equipment; it is agreed, however, that all authorized representatives of Licensee and Sub-Licensees must comply with Licensor’s rules and security procedures as provided in Section 2.1 above.

Use.

The Licensed Premises will be used by Licensee and Sub-Licensees only for Communications Purposes and to conduct such activities as may be directly related to such use as are reasonably necessary or appropriate for the construction, installation, operation and maintenance of the Facilities.

Licensee’s ability to install the Facilities or use the Licensed Premises is dependent upon Licensee obtaining, at its sole cost and expense, all building permits, zoning and any other certificates, permits, licenses, authorizations and other approvals (“Permits”) which may be necessary or required from any government agency specific to Licensee’s construction, installation, operation and maintenance of the Facilities at the Licensed Premises. Licensee will act diligently to apply for and obtain such Permits.

Term.

The term of this License will be for a period of ten (10) years (the “Term”) commencing on the Effective Date (the “Commencement Date”) and ending on [_____________, 20____], being the 10th anniversary thereof (the “End Date”).

Within ten (10) days after the Effective Date, but in no event later than [__________, 20___], Licensee will (i) apply for all Permits which are necessary to allow Licensee and its Sub-Licensees to use the Licensed Premises for the purposes set forth in this License and (ii) begin installation of such Facilities as will be necessary for the purposes intended under this License.

Notwithstanding any other provision of this License, Licensor shall have the right to discontinue business operations at one or more buildings which comprise the Complex and thereby reduce the size and scope of the Licensed Premises. Licensor shall give Licensee at least one hundred eighty (180) days written notice to terminate this License as it relates to the discontinued building which will no longer be a part of the Licensed Premises. The partial termination of this License as it relates to the former Licensed Premises in the discontinued building shall not otherwise result in a termination of the License for the remainder of the Complex.

The Parties agree that the use of the Licensed Premises by a commercial mobile radio services provider will only be pursuant to such carrier’s operation on the DAS, and such providers will be required, to the extent they desire to enhance signal coverage within the Complex: (i) to take service of the DAS and Facilities pursuant to the terms and conditions of a Sub-License Agreement entered into with the Licensee, and (ii) to enter into a Sub-License Agreement with Licensee and to pay Licensee a fee for their continued use of the Facilities. Licensor will


reasonably cooperate with Licensee in Licensee’s efforts to negotiate and sub-license to commercial mobile radio services providers on the DAS at the Complex.

Extension of Term.

Subject to the conditions set forth below, the Term may be extended by Licensor for four (4) additional periods of five (5) years each (each an “Extended Term” and collectively referred to herein as the Term) by sending written notice to Licensee of its intent to grant an Extended Term of this License at least one hundred eighty (180) days prior to the end of the original Term as set forth in Section 4.1, or prior to the end of any then applicable Extended Term. No Extended Term will be considered automatically granted. The following conditions must be met at the time of any such Extended Term:

Licensee is not in default, or if in default, any such default has been cured after written notice prior to the expiration of any applicable grace period thereto; and

Licensee’s Facilities installed at the Complex are then being used by commercial mobile radio services providers for Communications Purposes operating on Licensed Services; and

The technology then being deployed at the Complex to provide Communications Purposes for use by Sub-Licensees substantially fulfills the then technology requirements and needs of commercial mobile radio services providers to use such wireless infrastructures in their offerings to their customers at the Complex. If any technological upgrades or improvements to the DAS are determined to be required to be made to the DAS, in the reasonable judgment of the Licensor and Licensee, the granting of such Extended Term may be conditioned upon Licensee’s agreement to undertake within a reasonable time such technological upgrades and/or improvements to the Facilities. It being understood that the cost of any such changes or upgrades which benefit the Sub-Licensees may require the Sub-Licensees to share in the cost of such changes or upgrades.

If Licensor elects not to grant an Extended Term, or if this License is otherwise terminated in accordance with the provisions of this License, Licensee will at its own expense remove such personal property and equipment owned by Licensee or a Sub-Licensee and repair all damage to the Licensed Premises caused by such removal. Further, in the event of such termination without Licensor’s exercise of the Option, all Sub-License Agreements shall be terminated and shall be of no further force or effect as of the date of termination of this License.


License Fees and Facilities Expenses.

Quarterly License Fees.

Beginning on the Commencement Date, and continuing for the Term or any Extended Term of this License, Licensee will pay to Licensor, in quarterly payments an annual license fee in the amounts set forth in the schedule set forth on Exhibit E (the “License Fee”). Payment of the License Fee will not be subject to any abatement, deduction, set-off, recoupment or counterclaim by Licensee.

The License Fee will be due and payable in arrears on the fifteenth (15th) day of each calendar quarter and delinquent if not paid by the tenth (10th) day thereafter. Licensee will be liable to pay interest on the unpaid amount at the prime rate plus two (2) points (or, if less, the maximum rate then permitted by the Applicable Law (as defined on Exhibit F) of South Dakota ) as such prime rate is reported in the Wall Street Journal on the first (1st) business day that such payment becomes past due.

Licensee shall furnish Licensor annually with audited financial and operating statements for the operation of the Facilities at the Complex within sixty (60) days after the end of Licensee’s fiscal year during the Term.

Licensor will have the right to audit, inspect and copy the financial records of Licensee relating to its operation of the Facilities on the Licensed Premises or showing its compliance with and performance of this License for the most recent three (3) year period of operations, upon at least ten (10) days written notice to Licensee. The cost of any such audit or inspection will be borne by Licensor, provided Licensee will provide reasonable assistance, including office facilities, to assist in the conduct of such audit without cost.

The License Fee for any period during the Term hereof which is less than one (1) calendar quarter will be prorated based on the number of days in such applicable calendar quarter.

Licensee will be solely responsible for any and all capital costs and operating expenses relating to the Facilities at the Licensed Premises, including but not limited to, payment of: (i) any sales, use or similar tax required to be collected by Licensee from Sub-Licensees, (ii) routine costs for maintenance of the Facilities, (iii) utility costs not paid by Sub-Licensees, (iv) system monitoring expenses, (v) additional fees by Sub-Licensees (to the extent applicable) for reimbursement of capital costs for equipment and/or construction costs, and (vi) all other operating expenses, including insurance costs incurred by Licensee.


Taxes.

Licensee will pay, prior to delinquency, all personal property taxes, if any, levied upon and assessed against the Facilities and other personal property owned by Licensee or any Sub-Licensee and installed on the Licensed Premises and will indemnify and hold Licensor harmless in accordance with this License from any claims, demands, deficiencies, levies, assessment, execution, judgment or recoveries by any Governmental Authority (as defined on Exhibit F) collecting said taxes. Licensee is not responsible for real estate taxes with respect to the Complex.

Utilities.

Licensor hereby grants to Licensee the right to connect one or more submeters to and use the existing electric utility systems of the Complex in order to operate and service the Licensed Premises and the Facilities (such right will also include the right to connect to and use any backup generators or other such alternative power sources related to the Licensed Premises owned by Licensor). Licensee will pay all charges to install the sub-meter(s) to the electric utilities to the Licensed Premises for its use and its Sub-Licensees’ use. Licensee will install, at its sole cost and expense, sub-meters to the Licensed Premises and will pay the electric utility bills for the usage of electricity by Licensee or a Sub-Licensee reflected thereon. The cost thereof is to be computed at utility rates as the same are in effect from time to time.

Insurance and Indemnification.

During the initial construction phase of the Facilities, which shall begin upon commencement of the Work (as defined in Exhibit B) and conclude upon Substantial Completion of the Work, and for the additional periods of time specified in Exhibit B-1, Licensee shall carry and maintain, at its own cost, with such companies as are reasonably acceptable to Licensor, liability insurance that shall include, at a minimum, the limits of liability and other requirements set forth in Exhibit B-1 attached hereto.

After Substantial Completion and for the remainder of the Term of this License, Licensee, at its sole cost and expense, will procure and maintain in full force and effect (i) comprehensive general liability insurance coverage, including contractual liability coverage, with a combined single limit of not less than Two Million Dollars ($2,000,000) each occurrence insuring against loss, liability or damage of any kind, type or nature arising out of Licensee’s use or occupancy of the Licensed Premises, (ii) property damage insurance covering the replacement cost of Facilities on the Licensed Premises, (iii) automobile liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence combined single limit for bodily injury and property damage, including coverages for owned, non-owned, and hired vehicles, including loading and unloading operators, and (iv) workers’ compensation as required by the Applicable Laws of the State of South Dakota, including employee’s liability insurance with


minimums of One Million Dollars ($1,000,000). Such insurance will be obtained from an insurance company or companies selected by Licensee and with an A.M. Best Company rating of not less than A-VII. Such policy or policies of insurance will name the Licensor and Licensor’s designated manager of the Complex as additional insureds. Such insurance will be on an occurrence basis and will be primary and not contributory with any other valid and collectible insurance that Licensor may carry.

Claims made policies are not acceptable and do not constitute compliance with Licensee’s obligations under this paragraph.

Licensee covenants and agrees that, in connection with insurance policies required to be furnished in accordance with the terms and conditions of this License, or in connection with insurance policies which it obtains insuring such insurable interest as Licensee may have in its Facilities, whether personal or real, will expressly waive any right of subrogation on the part of the insurer against the Licensor as the same may be applicable, which right is hereby expressly waived.

Prior to commencing the Work, Licensee will provide Licensor with a certificate(s) of insurance evidencing the insurance required under Section 9.1 and with the limits of liability and other requirements set forth on Exhibit B-1. Upon Substantial Completion of the Work, and promptly upon the request of Licensor thereafter, Licensee will provide Licensor with a certificate(s) of insurance evidencing the insurance required by Section 9.2 above and Section B.6 of Exhibit B-1. Certified copies of the certificate(s) of insurance or policies required under this License will provide that they will not be cancelled or modified without thirty (30) days advance written notice to Licensor.

Licensor’s approval or acceptance of a certificate of insurance does not constitute Licensor’s assumption of responsibility for the validity of any insurance policy nor does Licensor represent that the required coverages and limits are adequate to protect Licensee or its representatives’ interest, and Licensor assumes no liability therefore.

Licensee will indemnify, defend, and hold harmless Licensor, including but not limited to, its elected and appointed officials, officers, employees, representatives and agents and Licensor’s designated manager of the Complex from and against all losses to the extent relating to, directly or indirectly, a claim by a third-party related to any of the following: (i) breach of any representation, warranty, covenant, or agreement of Licensee in this License, (ii) negligence, gross negligence, willful misconduct or other wrongful act or omission of Licensee or any Sub-Licensee or any person acting on behalf of or under the direction or control of Licensee or any Sub-Licensee, (iii) infringement or other violation of any intellectual property right of any third-party, (iv) a Licensee-induced condition, event, or other activity that gives rise to a third-party claim (including any, or accusation of any, libel, slander, invasion of privacy, improper trade practice or breach of warranty or any unsafe, hazardous or defective good or


service) of or at the Complex, or (v) action, suit or proceeding arising out of, relating to or resulting from any of the foregoing.

Estoppel, Non-Disturbance and Attornment.

Licensor agrees from time to time, upon not less than twenty (20) days prior written notice from Licensee, to execute, acknowledge and deliver to Licensee a written estoppel certificate, certifying that as of the date of the certification: (i) this License is a valid, enforceable agreement and the License is presently in full force and effect, (ii) the Licensee has not been given written notice of any default under any of the terms, conditions or covenants of the License, (iii) the Commencement Date and End Date of the then current Term of this License, and the number of remaining Extended Terms Licensor has to extend the Term of this License, (iv) the current License Fee under the License, and (v) attached to the certification is a true and correct copy of the License and all amendments thereto.

It is understood that Licensor consents to the granting by Licensee of a lien and security interest in Licensee’s interest in this License and all of Licensee’s Facilities at the Licensed Premises described herein, and furthermore consents to the exercise by Licensee’s lender of its rights of foreclosure with respect to its lien and security interest. Licensor agrees to recognize Licensee’s lender as Licensee hereunder upon any such exercise by Licensee’s lender of its rights of foreclosure, subject to such lender’s compliance with Section 18.1 below.

Construction of Improvements.

Licensee will obtain the prior written approval from Licensor for the initial design and construction of the Facilities. Licensor’s right of approval may be withheld in its sole discretion; provided, any such design and construction approval will not constitute a waiver of Licensor’s rights or relieve Licensee of any obligations under this License. Licensee may, from time to time during the Term or any Extended Term of this License alter, add to, modify or change such structures as are constructed for use and/or operation of the Facilities on the Licensed Premises, subject to Licensor’s prior written consent, which may be withheld in its sole discretion.

During the Term of this License, Licensee will promptly repair and replace the Facilities as is necessary or appropriate. All Facilities will be constructed in a workmanlike manner and in compliance with applicable building codes, ordinances, Industry Standards and other Applicable Law.

Licensee must keep the Complex and the Licensed Premises free from any liens arising from any work performed, materials furnished or obligations incurred by or at the request of Licensee or a Sub-Licensee. If any lien is filed against the Complex or the Licensed Premises as a result of the acts or omissions of Licensee, or Licensee’s employees, agents, contractors or Sub-Licensees, Licensee must discharge the lien or bond the lien off, in a manner reasonably satisfactory to


Licensor, within sixty (60) days after Licensee receives written notice from any party that the lien has been filed or within such longer period of time, if applicable, as may be provided by Applicable Law.

If Licensee fails to discharge or bond any lien within such sixty (60) days or such applicable longer period, then in addition to any other right or remedy of Licensor, Licensor may, at its election, discharge the lien by deposit with a court.

Licensee must pay on demand any amount paid by Licensor for the discharge or satisfaction of any lien, and all reasonable attorneys’ fees and other legal expenses of Licensor incurred in defending any such action or in obtaining the discharge of such lien, together with all necessary disbursements in connection therewith.

[NOTE: Licensee to propose for discussion an acceptance test plan, signal coverage requirements, quality assurance/quality control standards, will be incorporated in an exhibit]

Rights to Personal Property Owned by Licensee on the Licensed Premises.

Any and all property, machinery and equipment installed by Licensee at the Licensed Premises will remain the personal property of Licensee notwithstanding the fact that such property, machinery or equipment may be affixed or attached to the Complex. Licensee will at its sole cost remove from the Licensed Premises said property, machinery, or equipment (excluding wiring and cabling) installed and/or owned by Licensee on the Licensed Premises upon the expiration or termination of this License, and Licensee will repair any damage caused by said removal, normal wear and tear excepted. Licensee may leave any or all of its personal property on the Licensed Premises, with the prior written consent from Licensor, which consent may be withheld at its sole discretion. Any of Licensee’s personal property remaining on the Licensed Premises ninety (90) days after the expiration or termination of this License may, at Licensor’s sole option (i) be removed and disposed of by Licensor at Licensee’s expense or (ii) will be deemed abandoned and will become the property of Licensor, free of any claim by Licensee or any person claiming through Licensee.

Upon exercise of the Option by Licensor, Licensee agrees to use its best efforts to arrange for the conversion of all Sub-Licensee’s to service from Licensor or another DAS service provider, with little or no disruption of service.

Compliance with Applicable Law and Industry Standards.

Licensee will, at its sole cost and expense, fully and strictly comply with the requirements of Applicable Law, Industry Standards and with Licensee’s rules and regulations now in force, or which hereafter may be in force, pertaining to Licensee’s use of the Licensed Premises or its construction, installation, operation and maintenance of the Facilities. Licensee also agrees to promptly pay all claims, fines, penalties,


and damages that may in any manner arise out of or be imposed because of failure of Licensee to comply with the foregoing covenants and agreements. Licensee’s failure to comply with this paragraph will constitute a material breach of this License.

Periodic Reviews and Technological Upgrades of Facilities.

Licensor and Licensee acknowledge that the operation of the DAS at the Complex is an evolving process which will no doubt see technical, regulatory, financial, and operational changes in coverage and capacity during the Term of this License. In order to provide for a maximum degree of flexibility in achieving the Communications Purposes and maintaining optimal performance of the Facilities at the Complex, Licensor and Licensee shall meet and confer at least once each year during the Term, and at such other times as requested by Licensor, for the purposes of reviewing and evaluating the performance of the Facilities, participation by Sub-Licensees and other commercial mobile radio services providers, Licensee’s marketing efforts, upgrades and/or expansions of the Facilities and such other related topics as necessary to meet the objectives of this License. During the review and evaluation process, Licensee shall fully cooperate with Licensor and shall provide without cost such information and documents as Licensor may request to reasonably perform the evaluation and participate in the development of solutions for improvement or expansion of the Facilities.

Default.

Licensee’s breach of any term, covenant, or condition of this License (excluding the failure to pay the License Fee or any other sum as and when due), which breach is not remedied within ten (10) days after Licensee receives written notice from Licensor specifying such breach, or within such longer period of time as may be reasonably required to remedy such breach, provided Licensee commences to remedy such breach within such ten (10) day period and diligently remedies such breach thereafter, but, in any event, such breach must be remedied within forty-five (45) days of the written notice of breach, will constitute an event of default under this License. In the event Licensee does not remedy the event of default, then Licensor, at its option, may cancel and terminate this License and all of Licensee’s rights hereunder in and to the Licensed Premises. In addition to the foregoing, Licensor may pursue any other legal or equitable remedy afforded to it under the Applicable Laws of the State of South Dakota or this License, whether now in force or hereinafter enacted.

Radio Frequency Compliance/Interference Management/Monitoring.

Licensee will insure that all of its Sub-Licensees of the Licensed Premises are in full compliance with FCC Applicable Laws and regulations governing public exposure to radio frequency emissions and interference standards. Also, Licensee will be solely responsible to see that all Sub-Licensees of the DAS are frequency compatible consistent with FCC Applicable Laws, regulations and policies.


Licensee will take all steps necessary to have all Sub-Licensees of the DAS correct or eliminate any interference among such users, consistent with Applicable Laws.

Licensee will provide continuous monitoring of the DAS to identify and correct Facilities and outages affecting radio frequency performance. Licensee shall be solely responsible to correct any deficiencies in the design or operation of the Facilities to fully meet the service quality and performance standards contained in Exhibit G of this License.

Termination.

Licensor or Licensee may terminate this License by giving the other Party at least thirty (30) days’ prior written notice of its intention to do so upon the occurrence of any of the following events: (i) any damage to or destruction of fifty percent (50%) or more of the Facilities maintained upon the Licensed Premises under circumstances rendering it impractical and uneconomical, in Licensee’s reasonable discretion, to repair or replace the same, or (ii) the condemnation or other taking of any part of the Licensed Premises or the Facilities, which condemnation or other taking materially interferes with Licensee’s rights, access or power by any condemning or taking entity.

Either Party may terminate this License upon any material breach of this License by the other Party, after reasonable opportunity to cure (if the breach is capable of cure), upon fifteen (15) days prior written notice, and the expiration of any cure period without such breach being cured.

Assignment.

Neither this License nor any right or obligation under this License may be assigned, delegated, or otherwise transferred (by operation of Applicable Law or otherwise) by Licensee without the prior written consent of Licensor, except that Licensee may assign or otherwise transfer this License or any right or delegate any obligation under this License to a person that does all of the following (other than in or in connection with a bankruptcy or similar legal process): (i) acquires or otherwise succeeds to all or substantially all of Licensee’s business and assets, (ii) assumes all of Licensee’s obligations under this License, and (iii) agrees to perform or cause performance of all the assumed obligations when due; but no assignment, delegation or transfer of this License will relieve Licensee of any obligation under this License.

Notwithstanding Section 18.1, Licensee acknowledges and agrees that this License is a license and services agreement of the type that Applicable Law regarding bankruptcy treats as being personal and unique to the specific Parties and, therefore, in or in connection with a bankruptcy or similar legal process, neither this License nor any right or obligation hereunder will be assigned, delegated or otherwise transferred by, on behalf of or in the name of Licensee without the prior


written consent of Licensor and such consent may be withheld for any reason whatsoever.

This License will be binding on and inure to the benefit of the respective permitted successors and assigns of the Parties. Any purported assignment, delegation, or other transfer not permitted by this Section is void.

Quiet Enjoyment, Authority and Exclusivity.

At all times during the Term of this License, Licensee may peaceably and quietly hold and enjoy the Licensed Premises, free from disturbance by any person claiming by, through or under Licensor, subject only to those matters and conditions set forth in this License.

Licensor covenants and warrants to Licensee that: (i) Licensor has full power and authority to enter into this License, (ii) execution and performance of this License by Licensor will not, to the best of Licensor’s knowledge, violate any Applicable Law, or the provisions of any other agreement binding on Licensor, provided that Licensee complies with the terms herein, and (iii) during the Term of this License, Licensor agrees that Licensee will have the limited exclusive right to install and/or operate a DAS servicing wireless communications carriers within the Complex. It being specifically understood that Licensor will not grant to any wireless carrier directly, or to any other person or entity, during the Term of this License use of a separate customer-owned transmitting facility and/or antenna network or similar configuration (excluding Wi-Fi or Wi-Max systems) which would otherwise compete with the DAS constructed and/or operated by Licensee on the Licensed Premises.

Licensee covenants and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this License and to fully perform its obligations under this License, (ii) this License has been duly executed and delivered by Licensee and is the legal, valid, and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, subject to applicable bankruptcy laws, the rights of creditors generally and the principles of equity, and (iii) Licensee’s execution and delivery of this License and Licensee’s performance of its obligations does not and will not violate any Applicable Law, or otherwise breach any covenant or provision of any indenture, mortgage, lien, lease or other contract or any order, judgment or decree to which Licensee is a party or by which any of Licensee’s assets are bound.

Notices.

Any and all notices, demands, consents, approvals, or authorizations required or permitted under this License will be in writing. They will be served either personally or by registered mail, return receipt requested. If served personally, service will be deemed made at the time of service on the individual to whom the


notice is addressed. If served by registered mail, service will be deemed made upon receipt by the addressee.

If to Licensor:

City of Sioux Falls224 West Ninth StreetP.O. Box 7402Sioux Falls, SD 57117-7402Attn: Director of Finance

With a copy to:

City of Sioux Falls100 South Dakota Avenue, Suite 200P.O. Box 7402Sioux Falls, SD 57117-7402Attention: City Attorney

If to Licensee:

Attn: Phone:

With a copy to:

Attn: Phone:

The Parties will provide written notice of any change of address in accordance with the provisions of this Section.

Amendment.

No supplement, modification or amendment of this License will be binding upon either Party unless expressed as such and executed in writing by each Party.

Successors.

The covenants and conditions contained in this License will, subject to the provisions as to assignment set forth in Section 18 above, apply to and bind the heirs, successors, executors, administrators, and/or assigns, of the Parties.


Application of Law.

The validity, performance and enforcement of this License will be construed in accordance with the internal Applicable Laws of the State of South Dakota, without reference to principles of conflicts of law.

Waiver.

Neither this License nor any provision hereof may be waived, modified, amended, discharged, or terminated except by an instrument in writing signed by the Party against which the enforcement of such waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in such instrument.

The waiver by Licensor of any event of default, breach or any term thereof will not be deemed or held to be a waiver of any subsequent or other breach of said covenant, nor a waiver or estoppel of any breach of any other covenant or agreement.

Jurisdiction, Venue and Waiver of Jury Trial.

EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN SOUTH DAKOTA IN ANY ACTION, SUIT OR PROCEEDING RELATING TO THIS LICENSE AND TO THE RESPECTIVE COURTS TO WHICH AN APPEAL OF THE DECISIONS OF ANY SUCH COURT MAY BE TAKEN, AND EACH PARTY AGREES NOT TO COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMMENCEMENT OF, ANY SUCH ACTION, SUIT OR PROCEEDING, EXCEPT IN A SOUTH DAKOTA COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM FOR SUCH AN ACTION, SUIT, OR PROCEEDING. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH ACTION, SUIT, OR PROCEEDING.

General Terms and Other Provisions.

The relationship of Licensor and Licensee is that of independent contractors and nothing in this License or in any related item may be construed to create or imply any relationship of employment, agency, partnership, or any other relationship other than of independent contractors.

Nothing in this License (whether express or implied) will or is intended to confer any right or remedy under or by reason of this License on any person, except each Party and their respective permitted successors and assigns.

The terms of this License will be deemed severable and will, where possible, be interpreted and enforced so as to sustain their legality and enforceability, read as if they cover only the specific situation to which they are being applied and


enforced to the fullest extent permissible under Applicable Law. If any term of this License is determined by a court of competent jurisdiction to be invalid, illegal, or incapable of being enforced, then all other terms of this License will nevertheless remain in full force and effect.

This License may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The counterparts of this License may be executed and delivered by facsimile or other electronic means by any of the Parties to any other Party, and the receiving Party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received.

A Party will not be deemed to have breached this License if that Party is unable to perform as a proximate cause of any war, riot, terrorism, civil disturbance, fire, failure of any utility, flood, storm, earthquake or other act of God or event of nature, in each case that prevents or delays (in whole or in part) performance by that Party (each a “Force Majeure Event”), and in each case if: (i) the Party whose performance is prevented or delayed was not the proximate cause of the Force Majeure Event, (ii) that Party notifies the other Party of the Force Majeure Event and thereafter keeps the other Party reasonably informed regarding the Force Majeure Event, and (iii) that Party uses its reasonable best efforts to avoid any interruption or delay in the Party’s performance and to resume its performance in full as promptly as practicable under the circumstances.

No discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, creed, religion, national origin, disability or ancestry may occur in the sale, license, sub-license, transfer, use, occupancy, tenure or enjoyment of the Complex. Neither the Parties, nor any person claiming under or through those persons, may establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of licensees, sub-licensees or vendors (if any), using or operating at the Complex, or any respective portion of the Complex.

This License does not create, nor may this License be deemed to create, any leasehold or other estate or interest in the Complex, or any respective portion of the Complex. Any Party asserting any such interest is estopped from any such assertion. This agreement is a license.

Time is of the essence with respect to the performance of all of Licensee’s obligations under this License.

In this License: (i) the headings are for convenience of reference only and will not affect the meaning or interpretation of this License, (ii) terms used in the plural include the singular, and vice versa, unless the context clearly requires otherwise, (iii) unless expressly stated in this License to the contrary, reference to any document means such document as amended or modified and as in effect from time to time in accordance with the terms thereof, (iv) unless expressly stated in


this License to the contrary, reference to any applicable law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and as in effect from time to time, (v) the words “including,” “include” and variations thereof are deemed to be followed by the words “without limitation,” (vi) “any” is used in the sense of “any or all,” (vii) unless expressly stated in this License to the contrary, reference to a document, including this License, also refers to each annex, addendum, Exhibit, schedule or other attachment thereto, (viii) unless expressly stated in this License to the contrary, reference to an Article, Section or Exhibit is to an article, section or exhibit, respectively, of this License, (ix) all dollar amounts are expressed in United States dollars and will be paid in United States currency in immediately available funds, (x) when calculating a period of time, the day that is the initial reference day in calculating such period will be excluded and, if the last day of such period is not a business day, such period will end on the next day that is a business day, (xi) with respect to all matters in or referred to in this License, time is of the essence, and (xii) the Parties participated jointly in the negotiation and drafting of this License; therefore, if an ambiguity or question of intent or interpretation arises, then this License will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the terms.

The Parties will, whenever and as often as each is reasonably requested to do so by the other Party, execute or cause to be executed any further documents and take any further actions as may be reasonably necessary or expedient in order to consummate the transactions provided for in, and to carry out the purpose and intent of, this License.

Except as otherwise set forth herein, any claim between or among the Parties that cannot be resolved by their respective representatives will be subject to litigation in a court of competent jurisdiction within the State of South Dakota.

In each instance in this License where the approval or consent of a Party may be sought or is required, except as otherwise expressly indicated in this License, such approval or consent will not be unreasonably withheld, conditioned or delayed.

Other provisions of this License notwithstanding, Licensor may engage one or more persons to operate and manage the Complex, or any part thereof, and to perform any or all of Licensor’s responsibilities and obligations under this License. Licensee shall fully cooperate with Licensor’s designated operator or manager of the Complex. In that event, Licensee will remain liable and responsible to Licensor for the performance of such responsibilities and obligations to the same extent as Licensee otherwise would have been liable and responsible to Licensor.

Each Party acknowledges and agrees that the other Party may be irreparably damaged if the performance obligations (other than the payment of money) of this License, are not performed in accordance with its terms or otherwise is breached and that a Party will be entitled to seek injunctive relief to prevent breaches of this License


(without providing any bond or similar security) and to enforce specifically this License and its terms, in addition to any other remedy to which that Party may be entitled under this License.

Each covenant set forth in this License will indefinitely survive the termination of this License until such covenant is fully performed or otherwise satisfied hereunder.

Incorporation of Offering.

Upon acceptance of this License, Licensee shall be bound by all the terms and conditions contained herein. Licensee shall provide all services and offerings specifically set forth in Offering and, by its acceptance of this License, Licensee specifically agrees that Offering of Licensee, including all promises, offers, representations and inducements contained therein, is specifically incorporated by reference and made part of this License. The failure to refer to Offering in any specific provisions of this License shall not be a limitation on the obligation of Licensee to comply fully with Offering. Licensee further acknowledges that all promises, offers, representations and inducements contained in Offering of Grantee were freely and voluntarily made to Licensor by Licensee.

In the event of conflicts or discrepancies between any part of Offering and the provisions of this License, those provisions which provide the greatest benefit to Licensor, in the opinion of the Licensor, shall prevail.

Entirety.

This License, including the Exhibits and attachments, constitutes the entire agreement between the Parties pertaining to the subject matter herein and supersedes any prior representations, warranties, covenants, agreements, and understandings of the Parties regarding the subject matter of this License. No supplement, modification or amendment of this License will be binding unless expressed as such and executed in writing by each Party. No waiver of any term of this License will be binding unless expressed as such in a document executed by the Party making the waiver. No waiver of any term will be a waiver of any other term of this License, whether or not similar, nor will any such waiver be a continuing waiver beyond its stated terms. Except to the extent as may otherwise be stated in this License, failure to enforce strict compliance with any term hereof will not be a waiver of, or estoppel with respect to, any existing or subsequent failure to comply.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS THEREOF, LICENSOR AND LICENSEE have executed this License as of the date first written above.

LICENSOR:

CITY OF SIOUX FALLS, SOUTH DAKOTA

By:Name:Title:Date:

LICENSEE:

[NAME]

By:Name:Title:Date:

[SIGNATURE PAGE TO DAS LICENSE AGREEMENT]


EXHIBIT LIST

Exhibit A Complex

Exhibit B Description of Overall Construction and Installation of the DAS at the Complex

Exhibit C Designation of Portions of Complex to Be Used by Licensee for DAS

Exhibit D Form of Sub-License Agreement

Exhibit E License Fee Amount and Payment Schedule

Exhibit F Certain Definitions

Exhibit G DAS Procedures and Guidelines For Maintenance and Repair of Facilities


EXHIBIT A

Complex

1. “Complex” is defined as follows:

(a) Denny Sanford PREMIER Center, 1021 North West Avenue, Sioux Falls, SD 57104

(b) Sioux Falls Convention Center, 1211 North West Avenue, Sioux Falls, SD 57104

(c) Sioux Falls Arena, 1201 North West Avenue, Sioux Falls, SD 57104

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EXHIBIT B

Description of Overall Construction and Installation of the DAS at the Complex

2. Scope of Work. The term “Work” means the initial construction, installation and other services required and intended by the License and the system design documentation attached thereto (the “Contract Documents”), and includes all necessary supervision, labor, inspection, testing, start-up, materials, equipment, tools and machinery provided or to be provided by Licensee to complete construction of the Facilities and provide a fully functional DAS system for Communication Purposes at the Complex. The design of the DAS to be constructed by Licensee is set forth on Exhibit C, which is incorporated herein.

3. Commencement/Substantial Completion. Upon execution of the License, Licensee shall immediately commence the Work. Licensee shall diligently and continuously prosecute and complete the Work and coordinate the Work with other work being performed on the Complex project by M. A. Mortenson Company (“Construction Manager”) in accordance with the schedule contained in the Contract Documents, any revisions to such schedule, and any other scheduling requirements listed in the Contract Documents, so as not to delay, impede, obstruct, hinder or interfere with the commencement, progress or completion of any part of the other work or services being performed for the Complex. Licensee shall achieve Substantial Completion of the entire Work by the date set forth in Section 1.6 of the License. Licensor will acknowledge Substantial Completion of the Work when the DAS system can be beneficially used and operated.

4. Initial Construction Phase Responsibilities of Licensee.

(a) Licensee shall perform all construction activities efficiently and with the requisite expertise skill and competence to satisfy the requirements of the Contract Documents. Licensee shall at all times exercise complete and exclusive control over the means, methods, sequences and techniques of construction and for coordinating all portions of the Work.

(b) Licensee shall enforce strict discipline and good order among Licensee’s employees and other persons carrying out the Work. Licensee shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.

(c) Licensee shall employ only subcontractors who are duly licensed and qualified to perform the Work consistent with the Contract Documents.

(d) Licensee assumes responsibility to Licensor for the proper performance of the Work of Licensee’s employees and subcontractors and their employees, and any acts and omissions in connection with such performance. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Licensor and any subcontractor or sub-subcontractor, including but not limited to any third-party beneficiary rights.

(e) Licensee shall coordinate the activities of all subcontractors and agrees to reasonably cooperate and coordinate its activities with those of other contractors under Licensor’s control so that the Complex project can be completed in an orderly and coordinated manner without unreasonable disruption.

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(f) Licensee shall keep the Licensed Premises and surrounding area free from accumulation of waste materials or rubbish caused by operations of the Work and shall clean its work area daily. At completion of the Work Licensee shall remove all debris, trash, construction wastes, materials, equipment, machinery and tools arising from the Work.

(g) Licensee shall pay all applicable sales, consumer, use, and other similar taxes with respect to the Work.

(h) It is understood and agreed that in connection with the execution and performance of the Work, the relationship of Licensee to Licensor shall be that of an independent contractor. Any direction or instruction by Licensor in respect of the Work shall relate to the results Licensor desires to obtain from the Work and shall in no way affect Licensee’s independent contractor status as described herein. Licensee shall prevent any of its employees from representing himself or herself to be an employee of Licensor.

(i) Licensee shall provide Licensor with detailed, not diagrammatic, “as-built” drawings (both print and electronic copy) of the final design system showing location of any hidden lines and equipment prior to completion of the Work and, upon request of Licensor, copies of operating manuals for the DAS system.

(j) Licensee shall provide Licensor access to the Work in preparation and progress wherever located.

5. Licensee’s Responsibility for Protection of Persons and Property.

(a) Licensee shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Work. Licensee shall comply with all rules and regulations governing the conduct and safety of persons at and about the Complex project, including without limitation Construction Manager’s safety program and other rules and regulations implemented by the Construction Manager or the Licensor for the Complex project as a whole, the schedule for the Work and the Construction Manager’s construction schedule.

(b) Licensee will report in writing any safety-related injury, loss, damage or accident arising from the Work to Licensor, giving full details and statements of witnesses, and, to the extent mandated by Applicable Laws, to all government or quasi-government authorities having jurisdiction over safety-related matters involving the Facilities or the Work. Licensee shall submit its report to the Licensor within twenty (20) days after the occurrence. In addition, if death or serious personal injuries or serious property damage are caused, the accident shall be reported immediately by telephone or messenger to Licensor.

(c) Licensee’s responsibility for safety under this Section 4 is not intended in any way to relieve any subcontractors and sub-subcontractors of their own contractual and legal obligations and responsibility for (i) complying with all Applicable Laws, including those related to health and safety matters, and (ii) taking all necessary measures to implement and monitor all safety precautions and programs to guard against injury, losses, damages or accidents resulting from their performance of the Work.


6. Time of the Essence. Time limits stated in the Contract Documents are of the essence. By executing the License, Licensee confirms that the time for completion of the Work is a reasonable period for completion of the Work.

7. Delays in Progress of Work. If Licensee is delayed in progress of the Work due to a Force Majeure Event or any causes beyond Licensee’s contractual responsibility, then the Substantial Completion date shall be extended by written change order for such reasonable time as Licensor may determine. Should Licensee contend that it is entitled to an extension of time for completion of any portion or portions of the Work, it shall, within five (5) days of the occurrence of the cause of the delay, notify Licensor in writing of the existence of the delay, setting forth (a) the cause for the delay, (b) a description of the portion or portions of Work affected thereby, and (c) all details pertinent thereto. Within five (5) days after the expiration of any such delay, Licensee shall deliver to Licensor a subsequent written application for the specific number of days of extension of time requested. It is a condition precedent to the consideration or prosecution of any claim for extension of time that the foregoing provisions be strictly adhered to in each instance, and if Licensee fails to comply, it shall be deemed to have waived the claim.

8. Construction Phase Insurance Requirements. Licensee must comply, and Licensee shall require its subconsultants, subcontractors, vendors and suppliers (collectively, “Subcontractors”) to comply, with the insurance requirements specified in Exhibit B-1. Prior to commencing the Work, Licensee and its Subcontractors shall procure, maintain and pay for such insurance as will protect against claims for bodily injury or death, or for damage to property, including loss of use, which may arise out of operations by Licensee, by its Subcontractors or by anyone for whose acts any of them may be liable. Such insurance shall not be less than the greater of coverages and limits of liability specified in Exhibit B-1, or coverages and limits required by Applicable Law.


Exhibit B-1

Construction Phase Insurance Requirements

B. General

1. Evidence of Insurance. Prior to commencing the Work, Licensee and its Subcontractors must furnish Licensor and its designated representatives with certificates of insurance acceptable to Licensor evidencing that the minimum insurance coverages specified below are in full force and effect. Such evidence of insurance (i) must be accompanied by copies of all required Additional Insured endorsements and (ii) must require that the insurer provide at least 30 days’ written notice to the Licensor prior to the effective date of policy cancellation, non-renewal or modification.

2. Insurers. All policies of insurance must be issued by financially responsible insurers having an A.M. Best rating of A- VII or better.

3. Additional Insureds. Primary Insurance. Licensee’s and its Subcontractors’ Commercial General Liability (including Products/Completed Operations coverage and utilizing endorsements CG 20 10 10 01 and CG 20 37 10 01 or equivalent), Commercial Automobile Liability, and Umbrella Excess Liability (to be no less broad than the specified underlying) policies must be endorsed to provide additional insured status to the Licensor, M. A. Mortenson Company (the “Construction Manager”) and Licensor’s designated manager of the Complex (collectively, the “Additional Insureds”); and such policies shall be primary insurance and not excess over, or contributing with, any insurance purchased or maintained by the Additional Insureds.

4. Waiver of Subrogation. Licensee’s and its Subcontractors’ insurance policies covering Workers’ Compensation, Employer’s Liability, Commercial General Liability, Umbrella Excess Liability, and Builder’s Risk, Installation Floater or other similar Property Insurance must include a waiver of subrogation in favor of the Additional Insureds and subcontractors of the Construction Manager (the “Waiver of Subrogation”).

5. Responsibility for Insurance Coverages and Limits. The insurance coverages and limits set forth below are minimum requirements only and compliance by the Licensee and its Subcontractors with these insurance requirements will not relieve them from liability for amounts in excess of the limits of insurance. Licensee and its Subcontractors shall maintain the minimum required insurance in force continuously from before commencing the Work, for a period of at least five (5) years after Substantial Completion of the Work.

C. Licensee-Provided Insurance – Minimum Requirements. Licensee and its Subcontractors must carry the following insurance coverages:

1. Workers’ Compensation – State Statutory, including Waiver of Subrogation;

2. Employer’s Liability – Policy to include Waiver of Subrogation with minimum limits of:

Bodily Injury by Accident—$1,000,000 Each Accident;


Bodily Injury by Disease – $1,000,000 Policy Limit;

Bodily Injury by Disease – $1,000,000 Each Employee.

3. Commercial General Liability – Policy to include Waiver of Subrogation; Premises Operations; Independent Licensees (including the operations of subcontractors of every tier); Contractual Liability; and Products and Completed Operations; under ISO CG 00 01 or equivalent with minimum limits of:

$1,000,000 Limit of Liability Each Occurrence;

$2,000,000 General Aggregate (applicable on a per project basis);

$2,000,000 Products and Completed Operations Aggregate Limit.

4. Commercial Automobile Liability – $1,000,000 Combined Single Limit. (This policy shall cover all owned, hired, and non-owned vehicles, including the loading or unloading thereof).

5. Umbrella Excess Liability – $10,000,000 Limit of Liability Coverage – Each Occurrence, to apply excess of Employer’s Liability, Commercial General Liability, and Commercial Automobile Liability required herein. Terms and conditions of Umbrella Excess policy shall be no less broad than the underlying Employer’s Liability, Commercial General Liability and Commercial Automobile Liability terms and conditions as outlined above.

6. Professional Liability for Engineering and Design Services – $1,000,000 Limits of Liability per claim/Annual Aggregate. The policy must have a retroactive date before the start of the Work and will remain in effect for no less than five (5) years after Substantial Completion of the Work.

7. Licensee’s Equipment Coverage – Limit of Liability equal to or greater than the aggregated value of all Licensee- and Subcontractor-provided equipment located at the Complex at any one time which will not become a permanent part of the Work. Licensee’s and any Subcontractor’s insurer must provide a waiver of subrogation in favor of the Additional Insureds and subcontractors of the Construction Manager.

8. Builder’s Risk, Installation Floater or other similar Property Insurance—Property insurance covering all risks of direct physical loss or damage, including but not limited to, damage or loss during manufacture, fabrication, transportation, temporary storage, and loading and unloading at the Complex. Licensee’s and each Subcontractor’s property insurance policy to include waiver of subrogation and must apply on a primary basis without contribution from any other insurance provided by and available to Licensor.


EXHIBIT C

Designation of Portions of Complex to Be Used by Licensee for DAS(Including Designation of Equipment Room and Exterior Location(s))

1. Equipment Room:

2. Exterior Space at Complex:

[To be developed based on proposed system design]

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EXHIBIT D

Form of Sub-License Agreement

[To be developed by Licensee and attached]

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EXHIBIT E

License Fee Amount and Payment Schedule

The License Fee amounts payable to Licensor in accordance with Section 6.1 of the License are as follows for the specified years of the Term, with the first such payment due on _______, 20___:

Period Annual License Fee Quarterly Payment

[To be developed based on RFP response]

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EXHIBIT F

Certain Definitions

“Applicable Law” means any applicable provision of any constitution, statute, law, rule, regulation, ordinance, code or order enacted, adopted, issued, or promulgated by any Governmental Authority.

“Governmental Authority” means any: (i) nation, state, county, city, district or other similar jurisdiction, (ii) federal, state, local or foreign government, (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, commission, bureau, instrumentality, department, official, entity, court or tribunal), or (iv) person entitled by Applicable Law to exercise any policy or regulatory authority or power.

“Industry Standards” means all standards, recommendations, rules, regulations, entitlements and requirements of the following government and industry organizations:

National Fire Protection AssociationNational Electrical CodeAmerican National Standards InstituteElectronics Industry AssociationBell System PracticesBuilding Industry Consulting Service InternationalUnderwriters LaboratoriesFederal Communications CommissionInternational Organization for StandardizationInstitute of Electrical and Electronics EngineersNational Electrical Manufacturers AssociationOccupational Health & Safety AdministrationAmericans with Disabilities ActInternet Engineering Task ForceInternational Telecommunications Union

“Offering of Licensee” or “Offering” means that certain document dated ______________, 2013, entitled [Response to Request for Proposals for a Neutral Host-Distributed Antenna System] and signed by Licensee, as amended and supplemented from time to time by mutual written agreement between Licensor and Licensee, along with any other written documentation supplied by Licensor in conjunction with any public meeting of the Licensor.

“Party” or “Parties” means each of Licensor and Licensee.

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EXHIBIT G

DAS Procedures and Guidelines for Maintenance and Repair of Facilities

[To be developed based on RFP response]

1. Purpose:

2. Maintenance and Repair Costs:

3. Monitoring and Maintenance of Facilities:

4. Preventative Maintenance Services:

5. Call-Out Maintenance Services:

6. Call-Out Maintenance Procedures:

7. Service Levels:

8. Notification:

9. Maintenance Response:

10. Issue Identification and Resolution:

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