HomeMy WebLinkAboutRESOLUTION - 75-95 - 12/12/1995 - LICENSE AGREEMENT/AMERITECH NEW MEDIA RESOLUTION NO. 75-95
A RESOLUTION AUTHORIZING THE VILLAGE PRESIDENT AND
VILLAGE CLERK TO EXECUTE A LICENSE AGREEMENT BETWEEN
THE VILLAGE OF ELK GROVE VILLAGE AND AMERITECH NEW
MEDIA ENTERPRISES, INC.
NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees
of the Village of Elk Grove Village, Counties of Cook and DuPage, State of
Illinois as follows:
Section 1: That the moratorium placed upon the installation of fiber
optic transmission cable by Resolution No. 20-95 is hereby exempted, in
this instance only, to approve a license agreement between the Village of
Elk Grove Village and Ameritech New Media Enterprises, Inc. to permit the
installation of a mobile video transport system in the Public Ways.
Section 2: That the Village President be and is hereby authorized to
sign the attached documents marked:
LICENSE AGREEMENT
a copy of which is attached hereto and made a part hereof as if fully set
forth and the Village Clerk is authorized to attest said documents upon the
signature of the Village President.
Section 3: That this Resolution shall be in full force and effect
from and after its passage and approval according to law.
VOTE: AYES: 6 NAYS: 0 ABSENT: 0
PASSED this 12th day of December , 1995.
APPROVED this 12th day of December , 1995.
Dennis J. Gallitano
Village President
ATTEST:
Patricia S. Smith
Village Clerk
Attachment 1
November, 1995
LICENSE AGREEMENT
AMERITECH NEW MEDIA ENTERPRISES, INC.
AND
Village of Elk Grove Village
LICENSE AGREEMENT
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1. PURPOSE AND INTENT............................................................................................. 1
2. GRANT OF AUTHORITY............................................................................................ 1
3. AUTHORITY NOT EXCLUSIVE.................................................................................. 2
4. AMENDMENT OF LICENSE AGREEMENT............................................................... 2
5. COMPENSATION ....................................................................................................... 2
6. COMPLIANCE WITH ORDINANCE; OTHER LAWS; SEVERABILITY...................... 2
7. TAXES......................................................................................................................... 3
8. SERVICE OF NOTICE ................................................................................................ 3
License Agreement Page 1
12/12/95 Attachment I
1. PURPOSE AND INTENT
THIS LICENSE AGREEMENT (the "Agreement") is made and entered into as of the effective
date of December 12, , 1995, (the "Effective Date") by and between the Village of Elk
Grove Village, a village duly organized under the applicable laws of the State of Illinois, (hereinafter
referred to as "Issuing Authority"), and Ameritech New Media Enterprises, Inc., a Delaware
corporation with its principal place of business at 300 South Riverside Plaza, Suite 1800 North,
Chicago, Illinois, 60606 (hereinafter referred to as "Licensee"); and
WHEREAS, Licensee will be constructing a Metropolitan Video Transport System ("MVTS")
to facilitate it's entry into the video services business.
WHEREAS, the Licensee has applied for the issuance of a License to occupy relevant
portions of the municipal right of way in order to construct and maintain the MVTS.
WHEREAS, the Issuing Authority, after such consideration, analysis and deliberation has
approved and found sufficient the technical, financial and legal qualifications of the Licensee; and,
WHEREAS, the Issuing Authority has also considered and analyzed the plans of the
Licensee for the installation of a fiber optic and coaxial cable line and found the same to be
adequate, feasible and in the public interest; and,
WHEREAS, the Issuing Authority and the Licensee have agreed to be bound by the
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained
herein, the parties agree as follows:
2. GRANT OF AUTHORITY
2.1 There is hereby granted by the Issuing Authority, which represents and warrants that
it has the requisite power and authority to do so, to the Licensee, for a period of ten
(10) years from and after the Effective Date of this Agreement (the "Term"), the right
to construct, use, operate, own and maintain a fiber optic and coaxial cable line
subject to applicable local, state, and federal law (the "System").
2.2 Without reducing its police powers to adopt and enforce ordinances necessary to the
health, safety and welfare of the public, the Issuing Authority hereby grants to
Licensee authority to use certain public rights-of-way. Said MVTS shall be installed
along Arlington Heights Road, Bennett Road, Wildwood Drive, Higgins Road and
Tonne Road - no excavation. Place duct in R.O.W. of the following roadways:
Wildwood Drive, Landmeier Road, Tonne Road and Devon Avenue. Place aerial
cable along Devon Avenue - no excavation. All installation shall be subject to permits
issued by The Department of Engineering and Community Development.
All as is illustrated in Exhibit 1. Said system shall run an aggregate distance of 30,327
lineal feet.
License Agreement Page 2
12/11/95 Attachment 1
3. AUTHORITY NOT EXCLUSIVE
This License and the grant of authority conferred in Section 2 above, are non-exclusive. The
Licensee shall respect the rights and property of the Issuing Authority and other authorized
users of streets, sidewalks, easements, power poles, street light poles, vaults, conduits and
rights-of-way, and property owners. Except as otherwise required by applicable law, disputes
between the Licensee and parties other than the Issuing Authority over the use, pursuant to
this Agreement, of the streets, sidewalks, easements, power poles, street light poles, vaults,
conduits and other rights-of-ways be submitted to the Issuing Authority for resolution.
4. AMENDMENT OF LICENSE AGREEMENT
Nothing shall preclude the parties from amending this Agreement. If ordered by the Village
to locate or relocate its telecommunications facilities in public ways not included in a
previously granted license, the Village shall grant a license amendment without further
application.
5. COMPENSATION
5.1 From and after the Effective Date of this Agreement, Licensee shall pay to the Issuing
Authority the following fees:
a) within thirty (30) days after the execution of this Agreement, a one-time
application and review fee equal to one percent (1%) of Licensee's estimated
total cost of construction in the Village;
b) within thirty (30) days after the execution of this Agreement, a one-time
engineering fee equal to one and one-half percent (1.5%) of Licensee's
estimated total cost of construction in the Village;
C) within thirty (30) days after the execution of this Agreement, a license fee equal
to thirty cents ($.30) per lineal foot of cable constructed and existing within the
Village; provided, the license fee shall be increased to fifty cents ($.50) per
lineal foot upon the one year anniversary of the initial license fee payment and
shall be payable to the Village on such year anniversary date and each year
thereafter throughout the term of this Agreement.
5.2 Any discrepancy in the estimated construction cost and actual construction cost and
the actual lineal footage and the estimated lineal footage shall be reconciled by the
parties upon submission of as-build maps and all necessary documentation
evidencing Licensee's actual costs at the conclusion of construction. In the event of
an underpayment or overpayment, the party owing payment to the other shall make
such payment within thirty (30) days of the determination of the discrepancy.
License Agreement Page 3
12/11/95 Attachment 1
6. COMPLIANCE WITH ORDINANCE; OTHER LAWS; SEVERABILITY
6.1 The Licensee agrees to comply with all applicable laws and regulation of the federal,
state, county and Village governments and all administrative agencies thereof,
including but not limited to judicial orders.
6.2 If any provision of this agreement or any related agreement is held by any court or by
any federal, state, or county agency of competent jurisdiction to be invalid as
conflicting with any federal, state or county law, rule or regulation now or hereafter in
effect, or is held by such court or agency to be modified in any way in order to
conform to the requirements of any such law, rule or regulation, said provision shall be
considered as a separate, distinct and independent part of this or such other
Agreement, and such holding shall not affect the validity and enforceability of all other
provisions hereof or thereof. In the event that such law, rule or regulation is
subsequently repealed, rescinded, amended or otherwise changed, so that the
provision hereof or thereof which had been held invalid or modified is no longer in
conflict with the law, rules and regulations then in effect, said provision shall thereupon
return to full force and effect and shall thereafter be binding on the parties hereto,
provided that the Issuing Authority shall give the Licensee sixty (60) days' written
notice of such change before requiring compliance with said provision.
7. TAXES
Nothing contained in this Agreement shall be construed to exempt the Licensee from any tax
levy or assessment which is or may be hereafter lawfully imposed.
8. INDEMNIFICATION COMPLIANCE WITH ORDINANCE; OTHER LAWS; SEVERABILITY
Licensee agrees to indemnify, save and hold harmless and agrees to defend the Village
from all liens, charges, claims, demands, suits, actions, fines, penalties, losses, costs
(including, but not limited to, legal fees and court costs), judgments, injuries, liabilities or
damages, in law or equity; or of every and any kind and nature whatsoever arising out of or
connected with the negligent installation, operation, or maintenance or construction by
Licensee, its agents, employees, contractors, sub-contractors or otherwise, of its
Metropolitan Video Transport System; provided, however, that such indemnity shall not
extend to liabilities of any type or kind whatsoever arising out of any acts of negligent or willful
misconduct on the part of the Village, its officers, elected or appointed officials, servants,
agents, employees, contractors or otherwise, while acting on behalf of the Village, or to the
acts of third parties not acting or authorized to act on behalf of Licensee. The Village shall
give Licensee reasonably prompt written notice of any claim, demand, action or proceeding
for which indemnification will be sought under the foregoing indemnity and, if such claim,
demand, action or proceeding is a third-party claim, demand, action or proceeding, Licensee
will have the right at its expense to assume the defense of such claim, demand, action or
proceeding, using counsel reasonably acceptable to the Village. The Village shall have the
right to participate, at its own expense, with respect to any such third-party claim, demand,
action or proceeding that Licensee so defends. In connection with any such third-party claim,
demand, action or proceeding, Licensee and the Village shall cooperate with each other and
License Agreement Page 4
12/11/95 Attachment I
provide each other with access to relevant books and records in their respective possession.
No such third-party claim, demand, action or proceeding shall be settled without the prior
written consent of the Village, which consent the Village shall not unreasonably withhold or
delay.
9. SERVICE OF NOTICE
9.1 All notices required or permitted to be given to either party by the other party under
any provisions of this Agreement shall be in writing and shall be deemed served;
a) When delivered by hand or by express mail or similar service to that party's
address set forth below during normal business hours; or
b) When mailed to any other person designated by that party in writing herein to
receive such notice, via certified mail, return receipt requested.
9.2 Notice shall be given to the following:
a) If to Issuing Authority
Village Manager
Village of Elk Grove Village
901 Wellington Avenue
Elk Grove Village, Illinois 60007
b) If to Licensee:
New Media Enterprises, Inc.
300 South Riverside Plaza, Suite 1800 North
Chicago, Illinois 60606
Attn: Vice President - General Counsel
IN WITNESS THEREOF, the parties have signed below, effective as of the Effective Date, by their
duly authorized representatives.
Village of Elk Grove Ameritech New Media Enterprises, Inc.
By: Dennis J. Gallitano By.
Its: Village President Its:
Attest: Patricia S. Smith Attest:
Village Clerk