AGREEMENT
This agreement made and entered into as of this First day of April, 2004 by and between the City
of Pulaski, Tennessee, a municipal corporation organized and existing under the laws of the State
of Tennessee, (hereafter referred to as “City”), and iGiles.net LLC doing business as DotSpot
Wireless Broadband, and Internet Service Provider organized and existing under the laws of the
State of Tennessee, (hereinafter referred to as “DotSpot”).
WITNESSETH:
WHEREAS, the City owns a water tower located on Rocky Road, in Pulaski, Giles County,
Tennessee; and
WHEREAS, DotSpot desired to install, remove, replace, maintain, and operate at its expense, a
wireless broadband service system facility, including three (3) antennas to be mounted on top
one of the water towers on Rocky Road (see example marked Exhibit “A”) and a weather utility
service box approximately 2’ x 3’ to house the communications service system fixtures and
equipment, and necessary appurtenances; and in consideration of the provisions, terms,
conditions and covenants contained herein, the City and DotSpot do mutually covenant and agree
as follows:
1. Rented Space. City hereby leases nonexclusive space on top of its water tower for three
(3) antennas and mounts at locations to be selected by DotSpot so long as they do not
interfere with antennas currently located on said tower and do not interfere with the
openings to the tower, the ladders, braces, paint removal, or painting of the tower and is
in full compliance with all state and/or federals laws or the rules and regulations of any
agency or instrumentality thereof. The City also hereby rents to DotSpot an area of land
near the base of the tank (tower) on which to install one utility box.
2. Term. The term of this agreement (the “Initial Term”) is five (5) years, commencing on
the date DotSpot signs. This agreement shall be automatically renewed for an additional
five (5) year period, unless DotSpot or City provides notice of intention not to renew not
less than thirty (30) days prior to the expiration of the Initial Term or any Renewal Term.
3. Rent. Rent to be paid monthly in advance beginning on the commencement date and on
each anniversary of it. The monthly rent will be $100.00 for the first year of the term and
increase at the rate of three percent (3%) per annum on each anniversary of this
agreement. Partial month to be prorated.
4. Title and Quiet Possession. The City represents and agrees (a) that it is the owner of the
site, (b) that it has the right to enter into this agreement, (c) that the person signing this
agreement has the authority to sign, (d) that DotSpot is entitled to access the site,
including inside any security fence or area, at all times through out the terms of the
agreement so long as DotSpot is not in default of this agreement.
5. Installation. In no event shall DotSpot pierce or drill into the exterior of the water tank.
DotSpot agrees that it will provide the City a written proposal addressing the installation
of antenna and that such proposal shall be approved by the City Council prior to
installation.
6. Interference. DotSpot will resolve technical problems with other equipment located at
the site on the commencement date.
7. Utilities. The City will furnish 120 volt AC power at the utility box at the base of the
water tower. There is not an additional fee for the use of the power. Power consumption
will be minimal with use in the range of 1 amp at less than 30 watts DC.
8. Maintenance of Area. DotSpot shall make no alterations to the water tower or related
facilities which will compromise or impair the integrity of the structure. DotSpot shall
exercise special precaution to avoid damaging the facilities of the City, and DotSpot
hereby assumes all responsibility for any and all loss or such damage created by DotSpot,
its employees or agents. DotSpot agrees to make an immediate report to the City of any
installation and maintenance of DotSpot’s facilities. Water tower maintenance is the
responsibility of the City. The City shall not move, disconnect or adjust, in any way,
DotSpot’s equipment without the supervision of a DotSpot representative on site.
DotSpot acknowledges and agrees that it shall be responsible for moving or protecting its
equipment during any repairs or renovations to the water tower and the City shall incur
no liability to DotSpot for any injury, expense, or claim incurred by DotSpot during any
such repair or renovation.
9. Indemnity. DotSpot shall carry insurance to indemnify, protect, and save harmless the
City from any and all claims and demands for damages to property and injury to or death
of persons, including payments made under any Workers’ Compensation Laws, or under
any plan for employee’s disability and death benefits which may arise out of or be caused
by the erection, maintenance, presence, use or removal of DotSpot antennas, cable,
equipment and necessary appurtenances at the water tower site. DotSpot shall also
indemnify, protect, and save harmless the City from any and all claims and demands of
whatsoever kind which may arise directly or indirectly from the operations of DotSpot’s
facilities, including by not limited to taxes, special charges by others, claims and
demands for damages or less for infringement of copyrights, libel and slander,
unauthorized use of frequencies, etc.
10. Termination. Either party may terminate this lease upon thirty (30) days notice without
liability for further rent or damages at any time after the initial terms of five (5) years.
City may terminate this lease after five (5) years upon giving DotSpot thirty (30) days
notice of termination.
11. Hazardous Substance. DotSpot shall not introduce or use any such substance on the site
in violation of any applicable law. DotSpot understands that if the City needs to remove
the old paint and repaint the water tower and the old paint contains sufficient levels of
lead that it will require special handling and containment in its removal. DotSpot agrees
to cooperate fully with the City in whatever steps are necessary for the removal of the old
paint and the repainting of the water tower. DotSpot agrees to hold the City harmless of
any interruption of service or possible damage of their equipment during this process.
12. Miscellaneous. (a) This agreement applies to and binds the heirs, successors, executors,
administrators and assigns of the parties to this agreement; (b) this agreement is governed
by the laws of the State of Tennessee; (c) this agreement (including the Exhibit “A”)
constitutes the entire agreement between the parties and supersedes all prior written and
verbal agreements, representations, promises or understandings between the parties. Any
amendments to this agreement must be in writing and executed by both parties; (d) if any
provision of this agreement is invalid or unenforceable with respect to any party, the
remainder of this agreement or the application of such provision to persons other than
those as to whom it is held invalid or unenforceable will not be affected and each
provision of this agreement will be valid and enforceable to the fullest extent permitted
by law.
The following Exhibits are attached to and made part of this agreement: Exhibit “A”.
Owner: City of Pulaski
iGiles.net dba DotSpot Wireless Broadband
By: ______________________________
Dan Speer, Mayor
By: ________________________________
Steve Lake, President
Attested by:
Attested by:
___________________________________
City Recorder
____________________________________
Mark J. Goodwin
__________________________________
Date
____________________________________
Date