HomeMy WebLinkAboutRESOLUTION - 14-19 - 2/12/2019 - New Cingular Wireless Master Pole AgreementRESOLUTION NO. 14-19
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK
TO EXECUTE A MASTER POLE ATTACHMENT AGREEMENT BETWEEN
NEW CINGULAR WIRELESS PCS, LLC A DELAWARE LIMITED LIABILITY
COMPANY D/B/A AT&T MOBILITY AND THE VILLAGE OF ELK GROVE
VILLAGE
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 document
marked:
MASTER POLE ATTACHMENT AGREEMENT
between the Village of Elk Grove Village and New Cingular Wireless PCS, LLC a Delaware
limited liability company d/b/a AT&T Mobility, 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 document 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:4 NAYS:0 ABSENT:2
PASSED this 12th day of February 2019.
APPROVED this 121h day of February 2019.
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy, Village Clerk
MASTER POLE ATTACHMENT AGREEMENT
This Master Pole Attachment Agreement (Agreement) made this 12th day of February, 2019,
between the Village of Elk Grove Village , with its principal offices located at 901 Wellington
Ave, Elk Grove Village, IL 60007, hereinafter designated LICENSOR and NEW CINGULAR
WIRELESS PCS, LLC a Delaware limited liability company, with its principal offices at 575
Morosgo Drive NE, Atlanta, GA 30324, hereinafter designated LICENSEE. LICENSOR and
LICENSEE are at times collectively referred to hereinafter as the "Parties" or individually as the
"Party."
Y•
WITNESSETH
WHEREAS, LICENSOR is the owner, of certain utility poles, wireless support structures,
and/or real property, which are located within the geographic area of a license to provide
wireless services licensed by the Federal Communications Commission (FCC) to LICENSEE;
and
WHEREAS, LICENSEE desires to install, maintain and operate small wireless facilities
in and/or upon certain of LICENSOR's utility poles, wireless support structures and/or real
property; and
WHEREAS, LICENSOR and LICENSEE acknowledge that any term used in this
Agreement that is defined in Chapter 3-25-1 of the Village Code (as exists now or hereafter
amended) shall have the meaning provided therein; and
WHEREAS, LICENSOR and LICENSEE acknowledge that the terms of this Agreement
are nondiscriminatory, competitively neutral and commercially reasonable.
WHEREAS, LICENSOR and LICENSEE desire to enter into this Agreement to define
the general terms and conditions which would govern their relationship with respect to particular
sites at which LICENSOR may wish to permit LICENSEE to install, maintain and operate small
wireless facilities as hereinafter set forth; and
WHEREAS, the LICENSOR and LICENSEE intend to promote the expansion of
communications services in a manner consistent with the Illinois Small Wireless Facilities
Deployment Act, the Illinois Cable and Video Competition Act, the Illinois Telephone Company
Act, the Telecommunications Act of 1996, the Middle Class Tax Relief and Job Creation Act of
2012, the Simplified Municipal Telecommunications Tax Act, 35 ILCS 636/5-1, et. seq. and
Federal Communication Commission Regulations; and
WHEREAS, LICENSOR and LICENSEE acknowledge that they will enter into a License
Supplement (Supplement), a copy of which is attached hereto as Exhibit A, with respect to any
particular location or site which the Parties agree to license; and
WHEREAS, the Parties acknowledge that different related entities may operate or
conduct the business of LICENSEE in different geographic areas and as a result, each
Supplement may be signed by LICENSEE affiliated entities as further described herein, as
appropriate based upon the entity holding the FCC license in the subject geographic location.
NOW THEREFORE, in consideration of the mutual covenants contained herein and
intending to be legally bound hereby, the Parties hereto agree as follows:
1) PREMISES. Pursuant to all of the terms and conditions of this Agreement and the
applicable Supplement, LICENSOR agrees to license to LICENSEE that certain space on or
upon LICENSOR's utility poles, and/or wireless support structures as more fully described in
each Supplement to be executed by the Parties hereinafter referred to as the "Premises",
for the installation, operation, maintenance, repair and modification of small wireless
facilities; together with the non-exclusive right of ingress and egress from a public right-of-
way, seven (7) days a week, twenty four (24) hours a day, over the Property (as defined
below) and to and from the Premises for the purpose of installation, operation, maintenance,
repair and modification of LICENSEE's small wireless facilities. The LICENSOR's utility
poles, wireless support structures and other poles and towers are hereinafter referred to as
"Pole" and the entirety of the LICENSOR's property is hereinafter referred to as "Property".
In the event there are not sufficient electric and telephone, cable or fiber utility sources
located at the Premises or on the Property, LICENSOR agrees to grant LICENSEE a non-
exclusive easement to install such underground utilities on the Property and to the Premises
as necessary for LICENSEE to operate its communications facility, but only from duly
authorized provider of such utilities, provided the location of such utilities shall be
designated by LICENSOR.
2) SMALL WIRELESS FACILITIES PERMIT.
a) A permit is required to place, install or utilize a small wireless facility in the Village of Elk
Grove Village. For each small wireless facility, LICENSEE shall submit an application to
LICENSOR for a permit in accordance with the provisions of Title 3, Chapter 25 of the
Village Code. LICENSEE shall comply with all regulations and requirements for Small
Wireless Facilities, as detailed in Title 3, Chapter 25 of the Village Code.
b) LICENSOR will comply with all applicable state and federal requirements with respect to
processing the Small Wireless Facilities permits.
3) LICENSEE shall comply with all applicable terms and conditions of Title 8, Chapter 8,
Section 8-9 of the Elk Grove Village Code on Construction of Facilities in the Right of Way.
4) LICENSEE shall install, maintain, repair and modify its small wireless facilities in a safe
condition and good repair and in compliance with the requirements and conditions of this
Agreement. LICENSEE shall ensure that its employees, agents or contractors that perform
work in connection with its small wireless facilities are adequately trained and skilled in
accordance with all applicable industry and governmental standards and regulations.
5) DURATION OF PERMITS AND SUPPLEMENTS. The duration of a permit and the initial
Supplement shall be for a period of five years, and the permit and Supplement shall be
renewed for equivalent durations unless LICENSOR makes a finding that the small wireless
facilities or the new or modified utility pole do not comply with the applicable codes or local
code provisions or regulations in Chapter 3-25 of the Village Code, as exists now or
hereafter amended. If P.A. 100-0585 is repealed as provided in Section 90 of the Act,
renewals of permits shall be subject to the LICENSOR's code provisions or regulations in
effect at the time of renewal.
6) EXTENSIONS. Each Supplement may be extended for additional five (5) year terms unless
LICENSEE terminates it at the end of the then current term by giving LICENSOR written
notice of the intent to terminate at least three (3) months prior to the end of the then current
term. The initial term and all extensions under a Supplement shall be collectively referred to
herein as the "Term". Notwithstanding anything herein, after the expiration of this
Agreement, its terms and conditions shall survive and govern with respect to any remaining
Supplements in effect until their expiration or termination.
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7) RENTAL. Each Supplement shall be effective as of the date of execution by both Parties
(the "Effective Date"), provided, however, the initial term of each Supplement shall be for
five (5) years and shall commence on the first day of the month following the day that
LICENSEE commences installation of the equipment on the Premises (the "Commencement
Date") at which time rental payments shall commence and be due at a total annual rental as
set forth in the Supplement, to be paid in advance annually on the Commencement Date
and on each anniversary of it in advance, to the LICENSOR in the Supplement (unless
LESSOR otherwise designates another payee and provides notice to LICENSEE).
LICENSOR and LICENSEE acknowledge and agree that the initial rental payment for each
Supplement shall not actually be sent by LICENSEE until thirty (30) days after the
Commencement Date. LICENSOR and LICENSEE agree that they shall acknowledge in
writing the Commencement Date of each Supplement. Rental for the use of any poles
pursuant to this Agreement shall be as agreed to between the LICENSOR and LICENSEE
as set forth in each Supplement, provided that in no event shall such rent exceed the
maximum annual fee per each wireless facility permitted by applicable law at the time of the
execution of the applicable Supplement. Thereafter, rent will be due at each annual
anniversary of the "Commencement Date" of the applicable Supplement. Upon agreement
of the Parties, LICENSEE may pay rent by electronic funds transfer and in such event,
LICENSOR agrees to provide to LICENSEE bank routing information for such purpose upon
request of LICENSEE.
8) ABANDONMENT. A small wireless facility that is not operated for a continuous period of 12
months shall be considered abandoned and the LICENSEE must remove the small wireless
facility within 90 days after receipt of written notice from LICENSOR notifying LICENSEE of
the abandonment.
The notice shall be sent by certified or registered mail, return receipt requested, by
LICENSOR to the LICENSEE at the last known address of LICENSEE. If the small wireless
facility is not removed within 90 days of such notice, LICENSOR may remove or cause the
removal of such facility and charge said costs to the LICENSEE.
LICENSEE shall provide written notice to LICENSOR of any sale or transfer of small
wireless facilities not less than 30 days prior to such transfer and said notice shall include
the name and contact information of the new wireless provider.
9) CONDITION OF PREMISES. Where the Premises incudes one or more Poles, LICENSOR
covenants that it will keep the Poles in good repair as required by all federal, state, county
and local laws. If the LICENSOR fails to make such repairs including maintenance within 60
days, of any notification to LICENSOR, the LICENSEE shall have the right to cease annual
rental for the effected poles, but only if the poles are no longer capable of being used for the
purpose originally contemplated in this Agreement or otherwise do not comply with existing
law. If LICENSEE terminates, LICENSEE shall remove its small wireless facility. Termination
of this Agreement shall be the LICENSEE's sole remedy.
10) MAKE READY TERMS. LICENSOR shall not require more make-ready work than required
to meet applicable codes or industry standards. Make-ready work may include work needed
to accommodate additional public safety communications needs that are identified in a
documented and approved plan for the deployment of public safety equipment as specified
and included in an existing or preliminary LICENSOR or public service agency plan. Fees for
make-ready work, including any LICENSOR utility pole attachment, shall not exceed actual
costs or the amount charged to communications service providers for similar work and shall
not include any consultants' fees or expenses for LICENSOR utility poles that do not support
aerial facilities used to provide communications services or electric service. Make-ready
work, including any pole replacement, shall be completed within 60 days of written
acceptance of the good -faith estimate by the LICENSOR at the LICENSEE's sole cost and
expense.
11)AERIAL FACILITIES. For LICENSOR utility poles that support aerial facilities used to
provide communications services or electric services, LICENSEE shall comply with the
process for make-ready work under 47 U.S.C. 224 and its implementing regulations. The
good -faith estimate of the person owning or controlling LICENSOR's utility pole for any
make-ready work necessary to enable the pole to support the requested collocation shall
include LICENSOR utility pole replacement, if necessary. Make-ready work for utility poles
that support aerial facilities used to provide communications services or electric services
may include reasonable consultants' fees and expenses.
12) NO AERIAL FACILITIES. For LICENSOR utility poles that do not support aerial facilities
used to provide communications services or electric services, LICENSOR shall provide a
good -faith estimate for any make-ready work necessary to enable the LICENSOR utility pole
to support the requested collocation, include pole replacement, if necessary, within 90 days
after receipt of a complete application. Make-ready work, including any LICENSOR utility
pole replacement, shall be completed within 60 days of written acceptance of the good -faith
estimate by LICENSEE at LICENSEE's sole cost and expense. Alternatively, if LICENSOR
determines that applicable codes or public safety regulations require the LICENSOR's utility
pole to be replaced to support the requested collocation, LICENSOR may require
LICENSEE to replace LICENSOR's utility pole at LICENSEE's sole cost and expense.
13) GENERAL RESTRICTIONS. In the event LICENSOR, in its reasonable discretion deems it
necessary to remove, relocate or replace a Pole, LICENSOR shall notify LICENSEE as soon
as reasonably practical, but in no event less than 120 days prior of the need to remove or
relocate its small wireless facility. In such event, LICENSOR shall provide options for
alternative locations for LICENSEE relocation of equipment which shall be in a mutually
agreeable location ("Alternative Premises"). LICENSEE shall be solely responsible for all
costs related to the relocation of its small wireless facility to the Alternative Premises. In the
event that a suitable Alternative Premises cannot be identified, LICENSEE may terminate
the applicable Supplement. In the event of an emergency, which for purposes of this
Agreement shall be considered any imminent threat to health, safety and welfare of the
public, LICENSOR must provide as much notice as reasonably practical under the
circumstances. LICENSEE must provide a 24-hour emergency contact to the LICENSOR in
order to facilitate such notice. LICENSEE may terminate this Agreement by giving written
notice to the other party specifying the date of termination, such notice to be given not less
than one hundred twenty (120) days prior to the date specified therein.
14) POLE INSTALLATION REQUIREMENTS. The cabling for all Small Wireless Facilities shall
be run internally in the Pole, and any external connections shall be shielded to eliminate
visibility of naked wires. Equipment shall be ground -mounted in equipment cabinet, or as
desired by LICENSOR.
15) BEFORE AND AFTER INSPECTION. Before performing any excavation, removal, or
installation work (electrical or otherwise) at the site, LICENSEE shall initiate a request for a
preconstruction inspection, to be held in the presence of LICENSOR. LICENSEE shall
request a date for the preconstruction inspection no less than fourteen (14) days prior to the
desired date of the inspection.
If installation is on an existing pole, LICENSOR or agent shall perform testing of the existing
system during the maintenance preconstruction inspection. LICENSOR will document all
test results and note deficiencies. All substandard equipment will be repaired or replaced by
LICENSOR.
The LICENSEE shall demonstrate to the satisfaction of LICENSOR that the pole's lighting
system (if any) is fully operational prior to acceptance of permitted work.
16) POLE MAINTENANCE. The Pole may, from time to time, require maintenance, including
sandblasting, painting, and other periodic maintenance activities. LICENSEE agrees to pay,
in addition to the rent, the reasonable cost differential between the maintenance costs for
Pole with small wireless facility and similarly situated pole.
17) LOCATION OF UNDERGROUND UTILITY FACILITIES. LICENSEE shall be a member of
the Joint Utilities Locating Information for Excavators (JULIE) utility notification program.
Licensee shall contact JULIE and ascertain the presence and location of existing
aboveground and underground facilities within the rights -of -way to be occupied by its
proposed facilities. When notified of an excavation or when requested by the Village or
JULIE, LICENSEE shall, at no cost to LICENSOR, locate and physically mark its
underground facilities within the legally required response times set forth in the Illinois
Underground Facilities Damage Prevention Act (220 ILCS 50, Ord. 3145, 11-13-2007).
18) ELECTRICAL. LICENSEE shall be permitted to connect its equipment to necessary
electrical and telephone service, at LICENSEE's expense. LICENSEE shall coordinate with
utility companies to provide separate service to LICENSEE's equipment for LICENSEE use
with a separate meter measuring usage, and the LICENSEE shall pay the utility directly for
its power consumption. In the event that all possible options are exhausted and it is not
possible to obtain separate electrical service under the circumstances, LICENSEE may use
existing service, at LICENSEE's expense, upon the reasonable approval of LICENSOR.
LICENSEE understands that electrical service to LICENSOR Poles may be activated by a
photocell and result in power interruption to LICENSEE equipment In the event that
LICENSEE uses existing utility service at an individual Premises, the Parties agree to either:
(i) attempt to have a sub -meter installed, at LICENSEE's expense, which shall monitor
LICENSEE's utility usage (with a reading and subsequent bill for usage delivered to
LICENSEE by either the applicable utility company or LICENSOR); or (ii) provide for an
additional fee in the applicable Supplement which shall cover LICENSEE's utility usage.
The Parties agree to reflect power usage and measurement issues in each applicable
Supplement.
19) TEMPORARY POWER. LICENSEE shall be permitted at any time during the Term of each
Supplement, to install, maintain and/or provide access to and use of, as necessary (during
any power interruption at the Premises), a temporary power source, and all related
equipment and appurtenances within the Premises, or elsewhere on the Property in such
locations as reasonably approved by LICENSOR. LICENSEE shall be permitted to connect
Wi
the temporary power source to its equipment on the Premises in areas and manner
approved by LICENSOR.
20) USE; GOVERNMENTAL APPROVALS. LICENSEE shall use the Premises for the purpose
of constructing, maintaining, repairing and operating small wireless facilities and uses
incidental thereto. LICENSEE shall have the right to replace, repair and modify equipment,
antennas and/or conduits or any portion thereof and the frequencies over which the
equipment operates, in conformance with the original Supplement. It is understood and
agreed that LICENSEE's ability to use the Premises is contingent upon its obtaining after the
execution date of each Supplement all of the certificates, permits and other approvals
(collectively the "Governmental Approvals") that may be required by any Federal, State or
Local authorities as well as a satisfactory building structural analysis which will permit
LICENSEE use of the Premises as set forth above. In the event that (i) any of such
applications for such Governmental Approvals should be finally rejected; (ii) any
Governmental Approval issued to LICENSEE is canceled, expires, lapses, or is otherwise
withdrawn or terminated by governmental authority; and (iii) LICENSEE determines that
such Governmental Approvals may not be obtained in a timely manner, LICENSEE shall
have the right to terminate the applicable Supplement. Notice of LICENSEE's exercise of its
right to terminate shall be given to LICENSOR in accordance with the notice provisions set
forth in Paragraph 23 and shall be effective upon the mailing of such notice by LICENSEE,
or upon such later date as designated by LICENSEE. All rentals paid to said termination
date shall be retained by LICENSOR. Upon such termination, the applicable Supplement
shall be of no further force or effect except to the extent of the representations, warranties
and indemnities made by each Party to the other thereunder. Otherwise, the LICENSEE
shall have no further obligations for the payment of rent to LICENSOR for the terminated
Supplement. Notwithstanding anything to the contrary in this Paragraph, LICENSEE shall
continue to be liable for all rental payments to the LICENSOR until all equipment is removed
from the Property.
21) INSURANCE. LICENSEE shall carry, at LICENSEE's own cost and expense, the following
insurance: (i) property insurance or self insurance for its property's replacement cost against
all risks; (ii) workers' compensation insurance, as required by law; or (iii) commercial general
liability insurance with respect to its activities on LICENSOR improvements or rights -of -way
to afford LICENSEE agrees that at its own cost and expense, LICENSEE will maintain
general liability insurance with limits of $5,000,000.00 for injury to or death and for damage
or destruction to property in any one occurrence and in the aggregate. LICENSEE shall
include LICENSOR as an additional insured on the required commercial general liability
policy and provide certification and documentation of inclusion of LICENSOR in a
commercial general liability policy.
LICENSEE may self -insure all or a portion of the insurance coverage and limit requirements
required by LICENSOR. If LICENSEE self -insures it is not required, to the extent of the self-
insurance, to comply with the requirement for the naming of additional insureds under this
Section. If LICENSEE elects to self -insure it shall provide to LICENSOR evidence sufficient
to demonstrate LICENSEE'S or its affiliated parent's financial ability to self -insure the
insurance coverage and limits required by LICENSOR.
22) INDEMNIFICATION. LICENSEE shall indemnify and hold LICENSOR harmless against any
and all liability or loss from personal injury or property damage resulting from or arising out
of, in whole or in part, the use or occupancy of LICENSOR's improvements or right-of-way
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associated with such improvements by LICENSEE or its employees, agents, or contractors
arising out of the rights and privileges granted under this Agreement and PA 100-0585.
LICENSEE has no obligation to indemnify or hold harmless against any liabilities and losses
as may be due to or caused by the sole negligence of LICENSOR or its employees or
agents. LICENSEE hereby further waives any claims that LICENSEE may have against the
LICENSOR with respect to consequential, incidental, or special damages, however caused,
based on the theory of liability.
23) REMOVAL AT END OF TERM. LICENSEE shall, upon expiration of the Term, or within
ninety (90) days after any earlier termination of a Supplement, remove its equipment,
conduits, fixtures and all personal property and restore the Premises to its original condition,
reasonable wear and tear and casualty damage not caused by LICENSEE excepted.
LICENSOR agrees and acknowledges that all of the equipment, conduits, fixtures and
personal property of LICENSEE shall remain the personal property of LICENSEE and
LICENSEE shall have the right to remove the same at any time during the Term, whether or
not said items are considered fixtures and attachments to real property under applicable
laws. If such time for removal causes LICENSEE to remain on the Premises after
termination of the Supplement, LICENSEE shall pay rent at the then existing monthly rate or
on the existing monthly pro-rata basis if based upon a longer payment term, until such time
as the removal of the antenna structure, fixtures and all personal property are completed.
24) RIGHTS UPON SALE. Should LICENSOR, at any time during the Term of any Supplement
decide to sell or transfer all or any part of the Property such sale or grant of an easement or
interest therein shall be under and subject to the Supplement and any such purchaser or
transferee shall recognize LICENSEE's rights hereunder and under the terms of the
Supplement.
25) NOTICES. All notices hereunder must be in writing and shall be deemed validly given if
sent by certified mail, return receipt requested or by commercial courier, provided the
courier's regular business is delivery service and provided further that it guarantees delivery
to the addressee by the end of the next business day following the courier's receipt from the
sender, addressed as follows (or any other address that the Party to be notified may have
designated to the sender by like notice):
LICENSOR:
Village of Elk Grove Village
Attn: Assistant Village Manager
901 Wellington Ave
Elk Grove Village, IL 60007
Copy to:
Village Clerk
901 Wellington Ave
Elk Grove Village, IL 60007
LICENSEE:
New Cingular Wireless PCS, LLC
Attn: Network Real Estate Administration
575 Morosgo Drive NE
Atlanta, GA 30324
Re: Wireless Installation on Public Structures Elk Grove Village, IL
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Fixed Asset #
in each of the above cases (excluding bills), with a copy sent to:
New Cingular Wireless PCS, LLC
Attn: Legal Department, Network Operations
Re: Wireless Installation on Public Structures Elk Grove Village, IL
Fixed Asset #
208 S. Akard Street
Dallas, TX 75202-4206
24/7 Emergency Contact for Licensee: 1-800-638-2822
Either Party may change the addressee and/or location for the giving of notice to it by
providing a thirty (30) days' prior written notice to the other Party.
Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained
pursuant to the foregoing.
26) CASUALTY. In the event of damage by fire or other casualty to the Pole or Premises that
cannot reasonably be expected to be repaired within ninety (90) days or, if the Pole or
Property is damaged by fire or other casualty so that such damage may reasonably be
expected to disrupt LICENSEE's operations at the Premises for more than ninety (90) days
(each, a "90-Day Casualty Event"), then LICENSEE may, at any time following such 90-Day
Casualty Event, terminate the Supplement upon thirty (30) days prior written notice to
LICENSOR, provided LICENSOR has not completed the restoration required to permit
LICENSEE to resume its operation at the Premises prior to receipt of such notice. Any such
notice of termination shall cause the Supplement to expire with the same force and effect as
though the date set forth in such notice were the date originally set as the expiration date of
the Supplement and the Parties shall make an appropriate adjustment, as of such
termination date, with respect to payments due to the other under the Supplement.
Notwithstanding the foregoing, the rent shall abate during the period of repair following such
fire or other casualty in proportion to the degree to which LICENSEE's use of the Premises
is impaired. Additionally, in the event of damage by fire or other casualty to the Pole or
Premises that cannot reasonably be expected to be repaired within forty-five (45) days or, if
the Pole or Property is damaged by fire or other casualty so that such damage may
reasonably be expected to disrupt LICENSEE's operations at the Premises for more than
forty-five (45) days, LICENSEE shall have the option to replace the applicable pole with a
matching pole as approved by LICENSOR at its own cost and expense; provided that such
replacement shall not result in LICENSOR incurring any material costs or expense.
27) DEFAULT. In the event there is a breach by a Party with respect to any of the provisions of
this Agreement or its obligations under it, the non -breaching Party shall give the breaching
Party written notice of such breach. After receipt of such written notice, the breaching Party
shall have 30 days in which to cure any breach, provided the breaching Party shall have
such extended period, not to exceed 90 days, as may be required beyond the 30 days if the
breaching Party commences the cure within the 30-day period and thereafter continuously
and diligently pursues to cure to completion. The non -breaching Party may maintain any
action or affect any remedies for default against the breaching Party subsequent to the 30-
day cure period, as potentially extended to 90 days based on circumstances.
28) REMEDIES. In the event of a default by either Party with respect to a material provision of
this Agreement, without limitation, other than by the specific terms of this Agreement, the
non -defaulting Party in the exercise of any right or remedy which the non -defaulting Party
may have by reason of such default, the non -defaulting Party may terminate the applicable
Supplement and/or pursue any remedy now or hereafter available to the non -defaulting
Party under the Laws or judicial decisions of the state of Illinois. Further, upon a default, the
non -defaulting Party may at its option (but without obligation to do so), perform the
defaulting Party's duty or obligation on the defaulting Party's behalf, including but not limited
to the obtaining of reasonably required insurance policies. The costs and expenses of such
performance by the non -defaulting Party shall be due and payable by the defaulting Party
upon invoice therefor.
29) APPLICABLE LAWS. During the Term, LICENSOR shall maintain the Property and the
Pole in compliance with all applicable laws, rules, regulations, ordinances, directives,
covenants, easements, zoning and land use regulations, and restrictions of record, permits,
building codes, (collectively "Laws"). LICENSEE shall, in respect to the condition of the
Premises and at LICENSEE's sole cost and expense, comply with (a) all Laws relating
solely to LICENSEE's specific and unique nature of use of the Premises; and (b) all building
codes requiring modifications to the Premises due to the improvements being made by
LICENSEE in the Premises. It shall be LICENSOR's obligation to comply with all Laws
relating to the Pole in general, without regard to specific use (including, without limitation,
modifications required to enable LICENSEE to obtain all necessary building permits).
30) BOND. LICENSEE shall deposit with LICENSOR on one occasion prior to the
commencement of the first Supplement a bond in a form reasonably acceptable to
LICENSOR in the amount of $20,000 per small wireless facility to guarantee the safe and
efficient removal of any equipment from any Premises subject to this Agreement, which
equipment remains more than 90 days after rental payment has ceased and Licensee has
failed to remove the equipment. The funds may also be used to restore the premises to
original condition, if LICENSEE fails to do so.
31) MISCELLANEOUS. This Agreement and the Supplements that may be executed from time
to time hereunder contain all agreements, promises and understandings between the
LICENSOR and the LICENSEE regarding this transaction, and no oral agreement, promises
or understandings shall be binding upon either the LICENSOR or the LICENSEE in any
dispute, controversy or proceeding. This Agreement may not be amended or varied except
in a writing signed by all Parties. This Agreement shall extend to and bind the heirs,
personal representatives, successors and assigns hereto. The failure of either party to insist
upon strict performance of any of the terms or conditions of this Agreement or to exercise
any of its rights hereunder shall not waive such rights and such party shall have the right to
enforce such rights at any time. The performance of this Agreement via each Supplement
shall be governed interpreted, construed and regulated by the laws of the state of Illinois.\
32) FORCE MAJEURE. LICENSOR and LICENSEE shall not be held in default under, or in
noncompliance with, the provisions of this Agreement, nor suffer any enforcement or penalty
relating to noncompliance or default (including termination or cancellation of Agreement),
where such noncompliance or alleged defaults occurred or were caused by strike, riot, war,
earthquake, flood, tidal wave, unusually severe rain or snow storm, hurricane, tornado or
other catastrophic act of nature, labor disputes, failure of utility service, governmental,
administrative or judicial order or regulation or other event that is reasonably beyond
C
LICENSOR's or LICENSEE's ability to anticipate or control. This provision also covers work
delays caused by waiting for utility providers to service or monitor their own utility
equipment, as well as unavailability of materials or qualified labor to perform the work
necessary.
33) TIME IS OF THE ESSENCE. With regard to any deadlines or periods under which work is to
be undertaken, time is of the essence.
34) EXECUTION IN COUNTERPARTS. This Agreement and any Supplements may be
executed in multiple counterparts, including by counterpart facsimiles or scanned email
counterpart signature, each of which shall be deemed an original, and all such counterparts
once assembled together shall constitute one integrated instrument.
35) AUTHORIZATION. LICENSEE certifies and warrants that it has the authority to enter into
this Agreement.
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IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their
respective seals the day and year first above written.
LICENSOR:
Village of Elk Grove Village, an Illinois Municipal Corporation
M.
Name:
Title: Mayor
Date: February 14, 2019
LICENSEE:
New Cingular Wireless PCS, LLC a Delaware limited liability company
By: AT&T Mobility Corporation, its Manager
BY:
Name:
Title:
Date:
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EXHIBIT "A"
LICENSE SUPPLEMENT
This License Supplement (Supplement), is made this day of ,
between the City/Village of Elk Grove Village, whose principal place of business is 901
Wellington Ave, Elk Grove Village, IL 60007 (LICENSOR), and NEW CINGULAR WIRELESS
PCS, LLC a Delaware limited liability company d/b/a AT&T MOBILITY, whose principal place of
business is 575 Morosgo Drive NE, Atlanta, GA 30324 (LICENSEE).
1. Master License Agreement. This Supplement is a Supplement as referenced in that certain
Master License Agreement between the City/Village and
dated , 20_, (the Agreement). All
of the terms and conditions of the Agreement are incorporated herein by reference and made a
part hereof without the necessity of repeating or attaching the Agreement. In the event of a
contradiction, modification or inconsistency between the terms of the Agreement and this
Supplement, the terms of this Supplement shall govern. Capitalized terms used in this
Supplement shall have the same meaning described for them in the Agreement unless
otherwise indicated herein.
2. Premises. The Property owned by Licensor is located at
. The Premises licensed by the LICENSOR to the
LICENSEE hereunder is described on Exhibit "1" attached hereto and made a part hereof.
3. Term. The Commencement Date and the Term of this Supplement shall be as set forth
in Paragraph 7 of the Agreement.
4. Initial Rent. During the initial term of this Supplement, rent shall be $200.00 per year,
payable to LICENSOR at . Thereafter, rent will be due at each annual
anniversary of the "Commencement Date" of this Supplement.
5. Rent During Extension Terms. The rent shall be subject to renegotiation by the parties prior
to the start of each five-year extension term of this supplement. In the event the parties are
unable to agree upon new terms within thirty (30) days after the start of the extension term, then
this License Supplement shall terminate one hundred twenty (120) days thereafter. In no event
shall any new rent exceed the amount permitted by applicable state or federal law.
5. Electrical Service. LESSEE shall obtain electrical service and provide for a separate meter
and billing from the applicable utility provider.
6. Site Specific Terms. (Include any site -specific terms)
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IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their
respective seal the day and year first above written.
LICENSOR
Village of Elk Grove Village, an Illinois Municipal Corporation
BY:
Name:
Title:
Date:
LICENSEE
New Cingular Wireless PCS, LLC a Delaware limited liability company d/b/a AT&T
Mobility
By: AT&T Mobility Corporation, its Manager
BY:
Name:
Title:
Date:
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EXHIBIT 1
Premises
(see attached site plans)
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