The license, before the pitch.

Rooftop License and Access Agreement (Sample)

This Rooftop License and Access Agreement (this “Agreement”) is made as of the Effective Date by and between Wave2Wave LLC, a New York limited liability company with offices at 425 North Broadway, Suite 33, Jericho, NY 11753, operating the ConnectNYC service (“ConnectNYC”), and the building owner or its authorized managing agent identified in Schedule A (“Licensor”), for the building identified in Schedule A (the “Building”).

1. Grant of license

Licensor grants ConnectNYC a non-exclusive license to install, operate, maintain, repair, replace, and upgrade: (a) one or more compact rooftop radio units and associated mounting hardware; (b) a network switch and weatherproof enclosure; and (c) cabling and a pathway between the rooftop equipment and the Building’s riser, existing coaxial infrastructure, or other agreed pathway (together, the “Equipment”), at the locations identified in Schedule A. Nothing in this Agreement restricts Licensor from permitting other communications providers at the Building.

2. Term

The initial term is five (5) years from the Effective Date. The Agreement renews automatically for successive one (1)-year periods unless either party gives written notice of non-renewal at least ninety (90) days before the end of the then-current term.

3. Consideration to the Building

No license fee is payable by either party. During the term, ConnectNYC will provide at no charge: (a) one internet service connection for Building or management use; (b) where the Building has an interior common area, Wi-Fi coverage for that common area; and (c) any additional complimentary connections listed in Schedule A. Complimentary service is provided on ConnectNYC’s standard service terms, with all recurring charges waived.

4. Power

Licensor permits the Equipment to draw electrical power from Building house power at the rooftop or the nearest practicable point. The Equipment’s draw is modest.

5. Access

Licensor will provide ConnectNYC personnel and contractors access to the roof and pathway areas upon reasonable prior notice, and promptly at any time in the event of a service-affecting condition. Access is coordinated with Building management’s reasonable procedures.

6. Installation and workmanship

All work is performed in a good and workmanlike manner and in compliance with applicable laws. Any roof penetration and its restoration method are proposed in writing and approved by Licensor — approval not to be unreasonably withheld or delayed — before that work is performed.

7. Equipment ownership

The Equipment remains ConnectNYC’s personal property and does not become a fixture. Licensor acquires no interest in it and will not move, adjust, or permit interference with it.

8. Maintenance and Building systems

ConnectNYC maintains the Equipment at its own cost and operates it so as not to cause harmful interference with the Building’s existing systems. Verified harmful interference caused by the Equipment is corrected by ConnectNYC promptly at its own cost.

9. Roof work

If Licensor undertakes roof repair or replacement affecting the Equipment area, then upon reasonable notice ConnectNYC will temporarily relocate or protect the Equipment at its own cost and reinstall it when the work is complete.

10. Insurance

Commercial general liability insurance of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate is held by Wave2Wave LLC and maintained for the term. Licensor is named as an additional insured under that policy, and a certificate of insurance is provided on request.

11. Indemnification

ConnectNYC will indemnify and hold Licensor harmless from third-party claims for bodily injury or property damage to the extent caused by ConnectNYC’s negligence or willful misconduct in installing or maintaining the Equipment. Licensor will indemnify ConnectNYC to the same extent for claims arising from Licensor’s negligence or willful misconduct. Neither party is liable to the other for indirect or consequential damages.

12. Resident services

Building residents subscribe directly with ConnectNYC. ConnectNYC is solely responsible for subscriber billing and support; Licensor and Building staff have no service obligations to subscribers.

13. Termination

ConnectNYC may terminate this Agreement on sixty (60) days’ written notice. Either party may terminate for the other’s material breach that remains uncured thirty (30) days after written notice of it.

14. Removal and restoration

Within ninety (90) days after expiration or termination, ConnectNYC will remove the Equipment and restore the affected areas to substantially their prior condition, ordinary wear and tear excepted, with any approved penetrations restored per the approved method.

15. Assignment; successors

ConnectNYC may assign this Agreement to an affiliate or successor in interest. This Agreement binds and benefits the successors and assigns of both parties, and Licensor will cause any transferee of the Building to assume it.

16. Notices

Notices are in writing: to ConnectNYC at Wave2Wave LLC, 425 North Broadway, Suite 33, Jericho, NY 11753, or by email to info@connectnyc.com; to Licensor at the address in Schedule A.

17. Miscellaneous

This Agreement is governed by New York law, is the entire agreement on its subject, is amended only in writing signed by both parties, and may be executed in counterparts, including by electronic signature.

Schedule A (completed after the survey)

• Building: address and Licensor notice address.
• Equipment and locations: rooftop unit placement, switch location, and cable pathway, per the written survey proposal dated ______________.
• Complimentary connections: the management-use connection; common-area Wi-Fi (where a common area exists); any additional complimentary connections and their locations.
• Power: house-power source and connection point.
• Approved penetration and restoration method: reference to the approved written proposal, if any penetration applies.