For building owners
The rooftop licence
A building that hosts our antenna signs a short licence. Here it is in full, so you can see exactly how far it goes and what it commits you to. Happy with it? Fill in the blanks and print it, ready to sign.
In short
How far it goes
What it asks of the building
- A few square feet of roof, one standard outlet, and a path for one cable. The equipment draws less than 100 watts, and we pay for the power if you ask.
- Access at reasonable times on 24 hours' notice, escorted by your staff if you prefer, and at once for an emergency or an outage.
- Three years, then renewing a year at a time. You can end it for any reason on 60 days' notice, and the roof is clear by the end of it.
What we take on
- Nothing through the roof membrane. Ballasted mounts only, and your roofer may review or supervise the install at our cost.
- General liability insurance naming you, indemnity, and repairs to anything we damage, with roof repairs done by your own roofer.
- Everything off the roof at our cost by the day the licence ends, leaving the roof as we found it. No rent in either direction, and free service to the building while the antenna is up.
This page prints. Type into the blanks below, then print it (⌘P or Ctrl+P): out comes the licence alone, ready for both of us to sign. Print two, one each. A blank you leave empty prints as a line to write on, and nothing you type leaves your browser.
For a clean copy, turn off "Headers and footers" in the print dialog, or your browser adds this page's address and the date along the edges.
A template, not legal advice. No attorney has reviewed it yet, and if you would rather your counsel redline it first, take the Word copy.
To keep a copy, choose "Save as PDF" in the print dialog. It prints again exactly as you filled it in.
To finish it later, save your answers to a small file on your computer, and load them back into the blanks when you return. The file stays with you: nothing is sent to us.
Rooftop Equipment License Agreement
This Rooftop Equipment License Agreement (the "Agreement") is made as of between , a ("Licensor"), whose address is , and One Free Computer, Inc., a New York not-for-profit corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, operating the community network known as ROCTheNet ("Licensee"), whose address is 685 Bailey Rd, West Henrietta, NY 14586.
1. Purpose
Licensee operates a charitable community wireless network that provides internet access to households in Rochester, New York, without regard to ability to pay. Licensor wishes to support that purpose by permitting Licensee to place a small quantity of radio equipment on the roof of the building located at (the "Building").
2. Grant of License
Licensor grants Licensee a revocable, non-exclusive license to install, operate, maintain, repair, replace and remove the equipment described in Exhibit B (the "Equipment") within the area of the Building described in Exhibit A (the "Licensed Area"), together with the right to run a single low-voltage cable between the Licensed Area and the point of connection described in Exhibit A, and the right of access described in Section 8.
This Agreement is a license only. It does not create a lease, easement, tenancy, possessory interest, or any other interest in real property, and it does not create a landlord-tenant relationship between the parties. Licensee has no right of quiet enjoyment and no right to exclude Licensor from the Licensed Area.
3. No Fee; Charitable Contribution
No rent, license fee, or other consideration is payable by either party. The parties acknowledge that Licensor is providing the use of the Licensed Area as an in-kind contribution to a charitable organization. Licensee will provide Licensor a written acknowledgment of the contribution upon request. Licensee makes no representation regarding the deductibility of any contribution, and Licensor should consult its own tax advisor.
4. Term; Termination
(a) The initial term begins on the date of this Agreement and continues for years, renewing automatically for successive one-year terms unless either party gives notice of non-renewal at least sixty (60) days before the end of the then-current term.
(b) Licensor may terminate this Agreement for any reason or no reason on sixty (60) days' written notice. Licensee may terminate on thirty (30) days' written notice.
(c) Either party may terminate immediately on written notice if the Equipment presents a hazard to persons or property, if the other party materially breaches this Agreement and fails to cure within ten (10) days, or if continued operation would violate applicable law.
(d) Licensee will remove the Equipment at its own cost, and restore the Licensed Area to substantially the condition it was in before installation, ordinary wear excepted, by the date termination takes effect or, if this Agreement ends on less than thirty (30) days' notice, within thirty (30) days after it ends. Equipment not removed within sixty (60) days after termination may be removed and disposed of by Licensor at Licensee's expense.
5. Installation Standards
(a) The Equipment will be installed on non-penetrating ballasted mounts. Licensee will make no penetrations of the roof membrane, and no structural modifications to the Building, without Licensor's prior written consent.
(b) If Licensor's roof warranty or roofing contractor requires review or supervision of the installation, Licensee will comply with those requirements and will bear any incremental cost of doing so.
(c) All work will be performed by qualified personnel, in a good and workmanlike manner, in compliance with applicable codes, the National Electrical Code, and Licensor's reasonable building rules. Licensee will obtain any permits required for its work.
(d) On request, Licensee will provide manufacturer specifications, mount details, and wind-loading information for the Equipment before installation.
(e) Licensee will not place any additional equipment in the Licensed Area, or materially change the Equipment, without Licensor's prior written consent. Like-for-like replacement of failed components does not require consent.
6. Electricity
Licensor will make available one standard 120-volt circuit for the Equipment. The Equipment is expected to draw less than watts in total. If Licensor elects to be reimbursed for electricity, Licensee will reimburse Licensor at the Building's actual blended rate upon presentation of a reasonable estimate or submeter reading.
7. Interference; Compliance
(a) The Equipment operates on unlicensed spectrum under Part 15 of the FCC's rules. Licensee accepts the risk of interference to its own operations and has no claim against Licensor on that account.
(b) Licensee will not cause harmful interference with Licensor's equipment, building systems, or equipment of tenants or other rooftop users existing as of the date of installation. If the Equipment causes such interference, Licensee will correct it promptly after notice and, if it cannot be corrected within fifteen (15) days, will remove the offending Equipment.
(c) Licensee will operate the network in a manner consistent with applicable law. Licensee does not monitor, log, or retain the content of user traffic.
8. Access
(a) Licensee will have access to the Licensed Area at reasonable times on at least twenty-four (24) hours' notice to Licensor, and immediately in the event of an emergency or service outage, subject to Licensor's security and escort requirements.
(b) Licensee personnel will sign in as Licensor requires, follow all Building rules and safety requirements, and will not interfere with the use of the Building by Licensor, its tenants, or its contractors.
9. Relocation for Building Work
If Licensor undertakes roof repair, replacement, or other work affecting the Licensed Area, Licensee will, on thirty (30) days' notice (or such shorter notice as an emergency requires), temporarily remove or relocate the Equipment at Licensee's cost. Licensor will cooperate in good faith to identify an alternative location of substantially equivalent utility, and Licensee may terminate this Agreement without penalty if no such location is available.
10. Insurance
Licensee will maintain, at its own expense and throughout the term: (a) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (b) workers' compensation insurance as required by New York law for any employees; and (c) such coverage as it elects for its own Equipment, which Licensor has no obligation to insure. Licensor and its managing agent and mortgagee will be named as additional insureds on the general liability policy. Licensee will deliver a certificate of insurance to Licensor before any work begins and upon each renewal, and will give Licensor notice of cancellation as provided by the policy.
11. Indemnification
Licensee will indemnify, defend, and hold harmless Licensor, its managing agent, and their respective officers, directors, employees and agents from and against any claims, damages, liabilities, and reasonable attorneys' fees arising out of the installation, operation, maintenance, presence, or removal of the Equipment, or out of the acts or omissions of Licensee's personnel at the Building, except to the extent caused by the negligence or willful misconduct of the indemnified party.
12. Damage to the Building
Licensee will promptly repair, or reimburse Licensor for the cost of repairing, any damage to the Building caused by Licensee or its personnel. Any repair to the roof membrane will be performed by Licensor's designated roofing contractor at Licensee's expense, so that Licensor's roof warranty is preserved.
13. Service to the Building
During the term, Licensee will provide network service to the Building at no charge, on the terms generally applicable to participants in the network, subject to technical feasibility and to the Network Commons License under which the network operates. This service is provided as-is and without warranty, and is not a utility service or a substitute for a commercial internet connection for life-safety or building-systems purposes.
14. Assignment
Licensee may not assign this Agreement without Licensor's prior written consent, except to a successor entity that continues to operate the community network for the same charitable purpose. Licensor may assign this Agreement to a purchaser of the Building; Licensee will execute a commercially reasonable acknowledgment on request.
15. Notices
Notices under this Agreement must be in writing and are effective when delivered by hand, by nationally recognized overnight courier, or by email with confirmation of receipt, to the addresses on the signature page or such other address as a party designates by notice.
16. Miscellaneous
This Agreement is governed by the laws of the State of New York without regard to its conflict-of-laws rules, and the parties consent to venue in Monroe County, New York. This Agreement is the entire agreement between the parties on this subject and supersedes prior discussions. It may be amended only in a writing signed by both parties. If any provision is held unenforceable, the remainder stays in effect. This Agreement may be signed in counterparts and by electronic signature.
The parties have signed this Agreement as of the date first written above.
Licensor
By
Name
Title
Date
Notice address
Licensee: One Free Computer, Inc.
By
Name
Title
Date
Notice address685 Bailey Rd, West Henrietta, NY 14586
intake@onefreecomputer.org
Exhibit A: Licensed Area
- Roof location:
- Cable route:
- Point of connection and power source:
- A marked roof plan or photograph, attached.
Exhibit B: Equipment
- Total connected load: approximately watts. Total ballast weight: approximately lbs distributed over sq ft.
Exhibit C: Certificate of Insurance
To be attached before installation.
Unsure about a clause?
Ask before anything is signed, and bring your counsel's redlines on the Word copy. We would rather change a clause than have you sign one you are unsure about.