HomeMy WebLinkAboutRESOLUTION - 2-11 - 1/11/2011 - LICENSE AGREEMENT/T-MOBILERESOLUTION NO. 2-11
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A LICENSE AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE
VILLAGE AND T -MOBILE CENTRAL LLC (676 MEACHAM ROAD)
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 l: That the Mayor 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 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 111h day of January 2011.
APPROVED this 11`h day of January 2011.
APPROVED:
Mavor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Judith M. Keegan, Village Clerk
License Aureement T-\khilc 676 Meacham 12-22-10
THIS LICENSE AGREEMENT (the "Agreement") is made and entered into as of the effective
date of January 11, 2011, (the "Effective Date") by and between the Village of Elk Grove
Village, an Illinois municipal corporation, (hereinafter referred to as "Issuing Authority" or
"Village"), and T -Mobile Central LLC, a Delaware limited liability company, successor in
interest to VoiceStream GSM I Operating Company, LLC, a Delaware limited liability company
("Grantee");
Witnesseth:
WHEREAS, Issuing Authority is the fee simple owner of that certain parcel of real
property described in attached Exhibit A (the "Property"); and
WHEREAS, Issuing Authority and Grantee entered into that certain Ground Lease
Agreement dated January 30, 2004 (the "Lease") in which the Issuing Authority leased to
Grantee a certain portion of the Property ("Leased Premises") described in the Lease for the
installation, operation, maintenance and replacement of certain antenna facilities located thereon
("Antenna Facilities"); and
WHEREAS, in connection with such Lease, Issuing Authority and Grantee wish to
provide for Grantee's entry upon and access to the Property for the placement of certain utilities
in connection with the operation of Grantee's Antenna Facilities on the Leased Premises together
with all necessary or convenient appurtenances.
WHEREAS, Grantee has applied for the issuance of a permit to occupy relevant portions
of the municipal right of way in order to construct and maintain optical fibers; and
WHEREAS, the Issuing Authority, after such consideration, analysis and deliberation
has approved and found sufficient the technical, financial and legal qualifications of the Grantee;
and
WHEREAS, the Issuing Authority has also considered and analyzed the plans of the
Grantee for the installation of a fiber optic line and found the same to be adequate, feasible and
in the public interest; and
WHEREAS, the Issuing Authority and Grantee 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:
1. GRANT OF AUTHORITY
1.1 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 Grantee, the right to
construct, use, operate, own and maintain a fiber optic line subject to applicable
local, state, and federal law. The term of this Agreement and the rights granted to
Grantee hereunder shall commence on the Effective Date of this Agreement and
thereafter be coterminous with the term of the Lease.
1.2 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
Grantee authority to use certain public rights-of-way. Said fiber optic lines shall
be installed along the north property line of the property located at 676 Meacham
Road. All installation shall be subject to permits Issued by The Department of
Engineering and Community Development, as illustrated in Exhibit B.
2. 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 Issuing Authority shall grant a license amendment
without further application.
3. COMPLIANCE WITH ORDINANCE; OTHER LAWS; SEVERABILITY
3.1 The Grantee agrees to comply with all applicable laws and regulations of the
federal, state, county and Village governments and all administrative agencies
thereof, including but not limited to applicable orders of courts of competent
jurisdiction.
3.2 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
or conflicting with any federal, state, or county law, rule or regulation now or
hereafter in effect, or is required 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 hereafter be
binding on the parties hereto, provided that the Issuing Authority shall give the
Grantee sixty (60) days' written notice of such change before requiring
compliance with said provision.
4. INDEMNIFICATION COMPLIANCE WITH ORDINANCE; OTHER LAWS;
SEVERABILITY.
Grantee agrees to indemnify, save and hold harmless and agrees to defend the Issuing
Authority 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 installation, operation, or maintenance or
construction by Grantee, its agents, employees, contractors, and sub -contractors of its
fiber optic installation; 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 Issuing Authority, its officers, elected or appointed
officials, servants, agents, employees, contractors or otherwise, while acting on behalf of
the Issuing Authority, or to the acts of third parties not acting or authorized to act on
behalf of Grantee. The Issuing Authority shall give Grantee 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, Grantee shall have the right, at its
expense, to assume the defense of such claim, demand, action or proceeding, using
counsel reasonably acceptable to the Issuing Authority. The Issuing Authority shall have
the right to participate, at its own expense, with respect to any such third -party claim,
demand, action or proceeding that Grantee so defends. In connection with any such
third -party claim, demand, action or proceeding, Grantee and the Issuing Authority shall
cooperate with each other and 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 Issuing Authority,
which consent shall not be unreasonably withheld, conditioned or delayed.
5. SERVICE OF NOTICE
5.1 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.
5.2 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) T -Mobile Central LLC
?001 Butterfield Road, Suite 1900
Downers Grove, IL 60515
Attn: Lease Administration
IN WITNESS THEREOF, the parties have signed below, effective as of the Effective Date, by
their duly authorized representatives.
Village of Elk Grove
By: Craig B. Johnson
Its: Mayor
Attest: Judith M. Keegan
Village Clerk
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK & DUPAGE )
T -Mobile Central LLC
Kim Curtis
Its: Regional Development Director
Attest:
I certify that I know or have satisfactory evidence that Craig B. Johnson is the person
who appeared before me, and said person acknowledged that s/he signed this instrument, on oath
stated that s/he was authorized to execute the instrument and acknowledged it as the Mayor of
the Village of Elk Grove, an Illinois municipal corporation, to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument.
Dated:
Notary Public
Print Name
My commission expires
(Use this space for notary stamp/seal)
STATE OF ILLINOIS )
) ss.
COUNTY OF DUPAGE )
I certify that I know or have satisfactory evidence that Kim Curtis is the person who
appeared before me; and said person acknowledged that she signed this instrument, on oath
stated that she was authorized to execute the instrument and acknowledged it as the Regional
Development Director of T -Mobile Central LLC; a Delaware limited liability company, to be the
free and voluntary act of such party for the uses and purposes mentioned in the instrument.
Dated:
Notary Public
Print Name
My commission expires
(Use this space for notary stamp/seal)
EXHIBIT A
The South 300 feet of the North 670.00 feet of the East 350.40 (as measured at right angles to the
North and East lines thereof) of the West Half of the Northwest Quarter of Section 36, Township
41 North, Range 10 East of the Third Principal Meridian; in Cook County, Illinois.
EXHIBIT B
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