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Home My WebLink AboutRESOLUTION - 53-18 - 12/11/2018 - Water Tower / E-Vergent.Com agreement 701 PrattRESOLUTION NO.53-18 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A SITE LICENSE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND E-VERGENT.COM LLC OF RACINE, WISCONSIN REGARDING THE WATER TOWER LOCATED AT 701 PRATT BOULEVARD NOW, THEREFORE, BE IT RESOLVED by the Mayor 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 Mayor be and is hereby authorized to sign the attached documents marked: SITE 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 Mayor. Section 2: 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 IIt' day of December 2018. APPROVED this llth day of December 2018. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Loretta M. Murphy, Village Clerk SITE LICENSE AGREEMENT This Site License Agreement is made and entered into as of the 8th day of November 2018, by and between The Village of Elk Grove, in Cook county Illinois, 901 Wellington Elk Grove, IL 60007, hereinafter referred to as "Licensor", and E-VERGENT.COM, LLC, a Wisconsin Corporation doing business as E-Vergent.com, 8330 Corporate Drive Racine, WI 53406, hereinafter referred to as "Licensee". Whereas, Licensor is the owner Water Tower from which Licensee desires to offer wireless communication services for commercial gain; and TheLicensee shall be allowed to install certain antennas upon and within the Licensor's water Tower at 701 Pratt Ave elk Grove, IL 60007. In consideration of the mutual promises, conditions, and other good and valuable consideration of the parties hereto, it is covenanted and agreed as follows: Demise of Premises. Licensor hereby lets and demises unto Licensee, and Licensee hereby accepts from Licensor the following described, "Licensed Premises" located on and within the property hereinafter referred to as"the structure": a. Designated ground/wall space outside the Tower, to install a NEMA rated enclosure approximately 4'x 4' x T to house network equipment, and a battery compartment approximately 4'x2'x2' b. Designated elevated space on the Water Tower to mount up to 15 (Fifteen) wireless access point panel antennas and microwave dishes. 2. Compensation. Licensee hereby agrees and promises to provide Licensor the following as compensation for the "Licensed Premises" as described in paragraph 1: a. Licensee will provide consultation, installation and maintenance service to Licensor wireless network used to support Village business in lieu of cash rent payments. Grant of Access Rights. To effect the purposes of this License, Licensor hereby grants to Licensee a non-exclusive Access Right to the Premises to enter Licensor's Premises for the purpose of attending Licensee's equipment, conditioned on Licensee not interfering with Licensor's operations and not interfering with other Licensees' use of Licensor's Premises. 4. Use of the Licensed Premises. Licensee shall be entitled to use of the Licensed Premises to install, operate, modify as necessary, subject to the requirements of this License Agreement and maintain thereon a series of low powered radio signal access points together with all necessary lines, anchors, connections, devices, and equipment for the transmission, reception, encryption, and translation of voice and data signals by means of radio frequency energy. All of Licensee's work shall be accomplished in compliance with, good engineering practices and shall be free from any liens. Licensee shall take all necessary precautions to protect all persons and property against injury or damage, which may result from any of Licensee's activities on Licensor's property. Licensee shall be responsible for the repair of any damage to Licensor's building as a result of this installation. Licensee is responsible for compliance with any and all state and local laws, codes, and ordinances relating to the equipment or its use and any fines or assessments by the state or municipality resulting from such use. 5. Term of License. The initial license term will be a Three (5) year (the "Initial Term"), commencing on 11/8/2018 (the "Commencement Date"). The Initial Term will terminate on 11/8/2023 6. Renewal. This license will renew for additional one (5) year terms unless either party gives the other notice of non -renewal at least ninety (90) days before the expiration of the term then present at the time of such notice. 7. Relocation. Should the Licensor need to relocate the Water Tower, it shall be the sole financial responsibility of the Licensee to relocate their antennas and equipment to the newly relocated Water Tower, should they so desire. 8. Possession of Premises. Licensee shall not be entitled to take possession of the Licensed Premises and commence installation of Licensee's equipment until the License Agreement has been executed. 9. Utilities. Licensor will provide all utilities to Licensee. Licensee warrants that its consumption of electricity shall be limited to the equipment installed at the structure equipment cabinet. 10. Repairs. Licensee shall be responsible for all repairs to Licensee's equipment, and may at its. own expense replace and substitute the equipment to suit its needs consistent with the intended use of the Licensed Premises. 11. Mutual Indemnification. Licensee shall indemnify and hold Licensor harmless from and against any loss, damage, or injury caused by, or on behalf of, or through the fault of the Licensee, or in any way resulting from Licensee's presence upon Licensor's lands. Licensor shall indemnify and hold Licensee harmless from and against any loss, damage, or injury caused by, or on behalf of, or through the fault of the Licensor. Nothing in this Article shall require a party to indemnify the other party against such other party's own willful or negligent misconduct. 12. Insurance. Licensee shall continuously maintain in full force and affect a policy of commercial general liability insurance with limits of One Million Dollars covering Licensee's work and operations upon Licensor's lands. Licensee shall provide Licensor with a Certificate of Insurance, which demonstrates this coverage. 13. Termination by Licensor. Licensor shall have the right to terminate this License upon sixty (60) days written notice if any rents or fees are not paid when due. Licensor shall have the right to terminate this License upon thirty (30) days written notice if the tower structure is substantially damaged to the extent that Licensor can no longer reasonably provide the premises to Licensee. 14. Removal of Licensee's Equipment. Licensee's Equipment is agreed to be Licensee's personal property and shall never be considered fixtures to the real estate. Upon the expiration or earlier termination of this License, Licensee shall remove all of its equipment from the Premises and restore Premises to its original condition, reasonable wear and tear. Holes from attaching the tripod to the roof or running wires will be patched but drilled material will not be replaced. Should Licensee fail to remove its equipment with thirty (30) days of the License's expiration or termination, equipment shall become the property of Licensor and may be disposed of at Licensor's option. 15. Severability. If any term, condition, provision or part thereof of this Agreement is or is declared invalid, void or unenforceable, for any reason, the parties shall make a good faith attempt to renegotiate the agreement to give both parties the benefit of the original agreement. Unless so renegotiated, either party shall have the right to terminate this agreement upon 60 days written notice to the other party. 16. Bindin Effect. ffect. All of the covenants, conditions, and provisions of this License shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 17. Entire Agreement. This License constitutes the entire agreement between the parties and supersedes any prior understandings or oral or written agreements between the parties respecting the within subject matter. 18. Modifications. This License may not be modified, except in writing, by the parties' duly authorized representatives, or their successors, who executed this License Agreement. 19. Assumption. Licensor hereby agrees to Community State Bank assuming the position of Licensee in the License upon Community State Bank providing notice to Licensor that Licensee is in default of Licensee's obligations to Community State Bank. In the event Licensee or Licensee's assets are sold, this license will transfer to the new owner without notice. Licensor acknowledges that upon Community State Bank's or the new owner's assumption, they shall have all the rights under the terms of the Lease as e-vergent or Licensee. 20. Notices. All notices provided for in this license shall be sent by first class mail to the address of the party indicated below: Licensor: Village of Elk Grove 901 Wellington Ave Elk Grove, IL 60007 Licensee: E-vergent.com, LLC 8330 Corporate Drive Racine, WI 53406 IN WITNESS WHEREOF, the parties hereto bind themselves to this License Agreement as of the day and year first above written. LICENSOR: By: Xa w o l— Crg; � J� h Printed 41 (,,- C/V,, jT7n h,150�1 Title: AG �o 1 LICENSEE: By: Printed: Title: