Common use of Make Ready Clause in Contracts

Make Ready. (a) Except where Licensor denies the application to the extent permitted by this Agreement, whenever any Structure or Conduit to which Licensee seeks attachment or occupancy requires modification or replacement to accommodate both Licensee’s Equipment and Licensor’s existing attachments or equipment and the attachments and equipment of other pre-existing attachers and occupants, Licensor, at Licensee’s cost, will provide Licensee with a detailed, good faith estimate of make ready work (the “Make Ready Estimate”) it believes to be necessary to prepare the Structure or Conduit for Licensee’s Equipment (the “Make Ready Work”). All Make Ready Work will be performed at the sole cost and expense of Licensee. Licensor will use its best efforts to provide Licensee with the Make Ready Estimate within twenty (20) days of Licensee’s application for attachment. The Make Ready Work may include engineering, design, planning, construction, materials, cost of removal (less any salvage value), cost of transferring Licensor’s facilities and those of other users of the Structure or Conduit, and cost of expanding existing Conduit, in each case as reasonably necessary for the installation of Licensee’s Equipment on a Structure or Conduit. The Make Ready Estimate shall include itemized estimates of the cost of each component of the Make Ready Work. Any reference to costs or expenses borne by Licensee within Section 2.03 and 2.04 are limited to third-party out of pocket expenses incurred by Licensor and do not include administrative time incurred by the Licensor or expenses that third-party attachers are obligated to bear under pre-existing agreements. (b) After receiving the Make Ready Estimate, if Licensee still desires to make the Structure attachment or utilize the Conduit, Licensee may within ninety (90) days of receiving the Make Ready Estimate elect by written notice to Licensor any of the following alternatives: (i) Offer Licensor the option to perform such Make Ready Work as called for in the Make Ready Estimate (the “Option”), and if Licensor, in its sole and absolute discretion, agrees to perform such Make Ready Work pursuant to the Option, Licensee will pay to Licensor fifty percent (50%) of the fees for Make Ready Work specified by the Make Ready Estimate (the “Down Payment”). Licensee shall pay an additional twenty-five percent (25%) of the Make Ready Estimate when Licensor has completed one-half of the Make Ready Work (the “Progress Payment”). Licensee shall pay the remaining twenty-five percent (25%) of the Make Ready Estimate upon Licensor’s completion of the Make Ready Work. (ii) Licensee may retain contractors to perform all the Make Ready Work. The contractors shall be approved by Licensor to work on or in its Structures and Conduits. Approval shall be based upon reasonable and customary criteria employed by the Licensor in the selection of its own contract labor (iii) Licensee may retain its own contractors to perform part of the Make Ready Work and utilize Licensor to perform part of the Make Ready Work, but only where the Licensor has, in its sole and absolute discretion, agreed to such Option described in subparagraph (i) above. The Licensee is responsible for determining what portion of the Make Ready Work it will perform through this joint-build option and to notify Licensor of its choices. In the event Licensee retains contractors to perform part of the Make Ready Work and utilizes Licensor to perform part of the Make Ready Work, Licensee shall adjust the payments described in subparagraph (i) above to include only the costs of the itemized components of the Make Ready Estimate to be performed by Licensor. (c) If Licensor, in its sole and absolute discretion, exercises its Option to perform any Make Ready Work as described in subparagraph (i), Licensor shall use its best efforts to make sure that necessary Make Ready Work, including the work necessary to rearrange third party attachments to Licensor’s Structures and Conduits or facilities, is completed within sixty (60) days from Licensee’s remittal of the Down Payment. If Make Ready Work is not completed by Licensor within the sixty (60) day period, any fees payable by Licensee for Make Ready Work shall be waived and any Down Payment or Progress Payment in connection with such Make Ready Work shall be refunded promptly to Licensee, and Licensee may retain its own contractors perform the Make Ready Work. (d) If Licensee submits an application that affects existing attachments or occupancy, Licensor will use commercially reasonable efforts to notify third-party owners and coordinate the rearrangements of such attachments. To the extent third-party equipment is affected by Licensee’s application, the Licensor will follow the procedure as described in parts a, b and c of this section 2.04, but only to the extent such third-parties do not elect to perform the rearrangement or are not already obligated to rearrange attachments and bear the expense of such rearrangement and coordination under a pre-existing separate agreement.

Make Ready. If Verizon grants Licensee’s Application, then, upon fifteen (15) days prior written notice to Verizon and all Existing Attachers on the affected Pole(s), Licensee may proceed with the Simple Make-Ready as described in its Application. The prior written notice from Licensee shall include the date and time of the Simple Make-Ready, a description of the work involved, the name of the Licensee Certified Contractor, or Approved Contractor, as applicable, performing the work, and provide Verizon and Existing Attachers a reasonable opportunity to be present while the work is done. Licensee will use the form provided by Verizon to provide such notice. 6.4.1 Licensee shall notify Verizon and, if applicable, Existing Attachers immediately if the Simple Make-Ready damages any equipment on the Pole(s) or causes an Outage. Upon receipt of such notice from Licensee, Verizon or, if applicable, Existing Attachers may either (a) Except where Licensor denies perform any remedial work and charge Licensee for all reasonable costs associated with such work or (b) require Licensee to immediately fix the application to the extent permitted by this Agreement, whenever any Structure damage or Conduit to which Licensee seeks attachment or occupancy requires modification or replacement to accommodate both Licensee’s Equipment and Licensor’s existing attachments or equipment and the attachments and equipment of other pre-existing attachers and occupants, Licensor, Outage at Licensee’s cost, will provide Licensee with a detailed, good faith estimate of make ready work (the “Make Ready Estimate”) it believes to be necessary to prepare the Structure or Conduit for Licensee’s Equipment (the “Make Ready Work”). All Make Ready Work will be performed at the sole cost and expense of Licensee. Licensor will use its best efforts to provide Licensee with the Make Ready Estimate within twenty (20) days following receipt of Licensee’s application for attachment. The Make Ready Work may include engineering, design, planning, construction, materials, cost of removal (less any salvage value), cost of transferring Licensor’s facilities and those of other users notice. 6.4.2 If during the performance of the Structure Simple Make-Ready, Verizon or ConduitLicensee determine that the Simple Make-Ready is Complex Make-Ready, then the work must be stopped immediately and cost notice of expanding existing Conduitthe determination with description of the Pole(s) impacted sent immediately to the other party by the determining party. In addition, the Make-Ready will be deemed to be Complex Make-Ready and the Complex Make-Ready Process as described above in each case as reasonably necessary for Article 5 will apply and Licensee must submit a new Application. 6.4.3 Licensee shall notify Verizon and Existing Attachers no later than fifteen (15) days after the installation of Simple Make-Ready is complete and Licensee’s Equipment on a Structure or ConduitAttachments are attached. The Make Ready Estimate shall include itemized estimates of the cost of Verizon and Existing Attachers each component of the Make Ready Work. Any reference to costs or expenses borne by Licensee within Section 2.03 and 2.04 are limited to third-party out of pocket expenses incurred by Licensor and do not include administrative time incurred by the Licensor or expenses that third-party attachers are obligated to bear under pre-existing agreements. (b) After receiving the Make Ready Estimate, if Licensee still desires to make the Structure attachment or utilize the Conduit, Licensee may within have at least ninety (90) days from receipt of receiving the Make Ready Estimate elect by written such notice to Licensor perform a Post-Construction Inspection to inspect the Simple Make-Ready and Licensee’s Attachments. Verizon will notify Licensee of any damage or code violations caused by either the Make-Ready or Licensee’s Attachments in accordance with applicable law. If either Verizon or an Existing Attacher notifies Licensee of the following alternatives: damage or a code violation, then either Verizon or an Existing Attacher may either (ia) Offer Licensor the option to perform such Make Ready Work as called for in the Make Ready Estimate (the “Option”), and if Licensor, in its sole and absolute discretion, agrees to perform such Make Ready Work pursuant to the Option, Licensee will pay to Licensor fifty percent (50%) of the fees for Make Ready Work specified by the Make Ready Estimate (the “Down Payment”). Licensee shall pay an additional twenty-five percent (25%) of the Make Ready Estimate when Licensor has completed one-half of the Make Ready Work (the “Progress Payment”). Licensee shall pay the remaining twenty-five percent (25%) of the Make Ready Estimate upon Licensor’s completion of the Make Ready Work. (ii) Licensee may retain contractors to perform all the Make Ready Work. The contractors shall be approved by Licensor to work on or in its Structures and Conduits. Approval shall be based upon reasonable and customary criteria employed by the Licensor in the selection of its own contract labor (iii) Licensee may retain its own contractors to perform part of the Make Ready Work and utilize Licensor to perform part of the Make Ready Work, but only where the Licensor has, in its sole and absolute discretion, agreed to such Option described in subparagraph (i) above. The Licensee is responsible for determining what portion of the Make Ready Work it will perform through this joint-build option and to notify Licensor of its choices. In the event Licensee retains contractors to perform part of the Make Ready Work and utilizes Licensor to perform part of the Make Ready Work, Licensee shall adjust the payments described in subparagraph (i) above to include only the costs of the itemized components of the Make Ready Estimate to be performed by Licensor. (c) If Licensor, in its sole and absolute discretion, exercises its Option to perform any Make Ready Work as described in subparagraph remedial work and charge Licensee for all reasonable costs associated with such work or (i), Licensor shall use its best efforts b) require Licensee to make sure that necessary Make Ready Work, including fix the work necessary to rearrange third party attachments to Licensordamage or code violations at Licensee’s Structures and Conduits or facilities, is completed sole expense within sixty fourteen (6014) days after receipt of notice from Licensee’s remittal of the Down Payment. If Make Ready Work is not completed by Licensor within the sixty (60) day periodVerizon or Existing Attacher, any fees payable by Licensee for Make Ready Work shall be waived and any Down Payment or Progress Payment in connection with such Make Ready Work shall be refunded promptly to Licensee, and Licensee may retain its own contractors perform the Make Ready Workas applicable. (d) If Licensee submits an application that affects existing attachments or occupancy, Licensor will use commercially reasonable efforts to notify third-party owners and coordinate the rearrangements of such attachments. To the extent third-party equipment is affected by Licensee’s application, the Licensor will follow the procedure as described in parts a, b and c of this section 2.04, but only to the extent such third-parties do not elect to perform the rearrangement or are not already obligated to rearrange attachments and bear the expense of such rearrangement and coordination under a pre-existing separate agreement.

Make Ready. (a) Except where Licensor denies the application to the extent permitted by this Agreement, whenever any Structure or Conduit to which Licensee seeks attachment or occupancy requires modification or replacement to accommodate both Licensee’s Equipment and Licensor’s existing attachments or equipment and the attachments and equipment of other pre-existing attachers and occupants, LicensorLicensee, at Licensee’s cost, will provide Licensee with Licensor a detailed, good faith estimate of make ready work (the “Make Ready Estimate”) it believes to be necessary to prepare the Structure or Conduit for Licensee’s Equipment (the “Make Ready Work”). All Make Ready Work will be performed at the sole cost and expense of Licensee. Licensor will use its best efforts to provide Licensee with the Make Ready Estimate within twenty (20) days of Licensee’s application for attachment. The Make Ready Work may include engineering, design, planning, construction, materials, cost of removal (less any salvage value), cost of transferring Licensor’s facilities and those of other users of the Structure or Conduit, and cost of expanding existing Conduit, in each case as reasonably necessary for the installation of Licensee’s Equipment on a Structure or Conduit. The Make Ready Estimate shall include itemized estimates of the cost of each component of the Make Ready Work. Any reference to costs or expenses borne by Licensee within Section 2.03 and 2.04 are limited to third-party out of pocket expenses incurred by Licensor and do not include administrative time incurred by the Licensor or expenses that third-party attachers are obligated to bear under pre-existing agreements. (b) After receiving creating the Make Ready Estimate, if Licensee still desires to make the Structure attachment or utilize the Conduit, Licensee may within ninety (90) days of receiving the Make Ready Estimate elect by written notice to Licensor any of the following alternatives: (i) Offer Licensor the option to perform such Make Ready Work as called for in the Make Ready Estimate (the “Option”), and if Licensor, in its sole and absolute discretion, agrees to perform such Make Ready Work pursuant to the Option, Licensee will pay to Licensor fifty percent (50%) of the fees for Make Ready Work specified by the Make Ready Estimate (the “Down Payment”). Licensee shall pay an additional twenty-five percent (25%) of the Make Ready Estimate when Licensor has completed one-half of the Make Ready Work (the “Progress Payment”). Licensee shall pay the remaining twenty-five percent (25%) of the Make Ready Estimate upon Licensor’s completion of the Make Ready Work. (ii) Licensee may retain contractors to perform all the Make Ready Work. The contractors shall be approved by Licensor to work on or in its Structures and Conduits. Approval shall be based upon reasonable and customary criteria employed by the Licensor in the selection of its own contract labor (iii) Licensee may retain its own contractors to perform part of the Make Ready Work and utilize Licensor to perform part of the Make Ready Work, but only where the Licensor has, in its sole and absolute discretion, agreed to such Option described in subparagraph (i) above. The Licensee is responsible for determining what portion of the Make Ready Work it will perform through this joint-build option and to notify Licensor of its choices. In the event Licensee retains contractors to perform part of the Make Ready Work and utilizes Licensor to perform part of the Make Ready Work, Licensee shall adjust the payments described in subparagraph (i) above to include only the costs of the itemized components of the Make Ready Estimate to be performed by Licensor. (c) If Licensor, in its sole and absolute discretion, exercises its Option to perform any Make Ready Work as described in subparagraph (i), Licensor shall use its best efforts to make sure that necessary Make Ready Work, including the work necessary to rearrange third party attachments to Licensor’s Structures and Conduits or facilities, is completed within sixty (60) days from Licensee’s remittal of the Down Payment. If Make Ready Work is not completed by Licensor within the sixty (60) day period, any fees payable by Licensee for Make Ready Work shall be waived and any Down Payment or Progress Payment in connection with such Make Ready Work shall be refunded promptly to Licensee, and Licensee may retain its own contractors perform the Make Ready Work. (d) If Licensee submits an application that affects existing attachments or occupancy, Licensor will use commercially reasonable efforts to notify third-party owners and coordinate the rearrangements of such attachments. To the extent third-party equipment is affected by Licensee’s application, the Licensor will follow the procedure as described in parts a, b and c of this section 2.04, but only to the extent such third-parties do not elect to perform the rearrangement or are not already obligated to rearrange attachments and bear the expense of such rearrangement and coordination under a pre-existing separate agreement.