06-262 Resolution No. 06-262
RESOLUTION
AUTHORIZING EXECUTION OF A LEASE AGREEMENT
WITH UNITED STATES CELLULAR OPERATING COMPANY OF CHICAGO, LLC
(750 Summit Street-American Little League Field)
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
Olufemi Folarin, City Manager, and Dolonna Mecum, City Clerk, be and are hereby respectively
authorized and directed to execute a written lease agreement with United States Cellular Operating
Company of Chicago,LLC for the premises commonly known as 750 Summit Street-American Little
League Field,Elgin,Illinois,a copy of which is attached hereto and made a part hereof by reference.
s/ Ed Schock
Ed Schock, Mayor
Presented: October 25, 2006
Adopted: October 25, 2006
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Dolonna Mecum
Dolonna Mecum, City Clerk
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1
Prepared by:
Site Acquisition Consultants
655 First Bank Drive
Palatine,IL 60050
Return to:
U.S. Cellular Corporation
Attn:Real Estate Department
8410 W.Bryn Mawr Avenue
Suite 700
Chicago,IL 60050
Cell Site No: 8831211,Elgin East
State: Illinois
County: Cook
MEMORANDUM OF WIRELESS COMMUNICATIONS
EQUIPMENT SITE AGREEMENT
THIS MEMORANDUM OF WIRELESS COMMUNICATIONS EQUIPMENT
SITE AGREEMENT is made and entered into as of the jL'1'0�day of
2006' by and between The City of Elgin, an Illinois municipal corporation, whose
address is 150 Dexter Court, Elgin, Illinois 60120, hereinafter referred to as "City", and
United States Cellular Operating Company of Chicago, LLC, a Delaware limited liability
company, whose address is Attention: Real Estate, 8410 West Bryn Mawr Avenue, Suite
700, Chicago, Illinois, 60631, hereinafter referred to as "Company."
WITNESSETH:
WHEREAS, by the terms of a certain Wireless Communications Equipment Site
Agreement entered into on the 2%p*'-day of OcWc" , 20c4o(the "Lease"), the
City leased to the Company certain property, being more particularly bounded and
described as set forth in Exhibit "A" attached hereto and made a part hereof (the
"Premises"); and
WHEREAS, the City and the Company desire to execute this Memorandum of Wireless
Communications Equipment Site Agreement to evidence said Lease and certain of the
terms therein for the purpose of placing the same of record in the Clerk's Office for Cook
County, State of Illinois.
NOW THEREFORE, in consideration of the sum of Ten ($10.00) Dollars and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the City does hereby lease the Premises to the Company upon the terms
and conditions of the Lease which is incorporated herein by specific reference, and do
agree as follows:
(1) On the day of , 20_, the City and Company entered into
the Lease of the Premises.
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(2) The term of the Lease is for a period of five (5) years commencing on the 15k day of
Auav 20� and terminating on the 315 'day of Zu\SN ,
bl
(3) The amounts of rental due and the terms, conditions and rights and remedies of the
parties hereto are specifically set forth in the Lease.
(4) The Lease contains three (3) renewal options to extend the lease for up to three (3)
additional five (5) year terms which may be exercised upon the terms and conditions
more particularly set forth in the Lease.
IN WITNESS WHEREOF, the City and Company hereto have caused this
Memorandum of Lease to be executed by their duly authorized officers as of the day and
year first above written.
CITY: COMPANY:
The City of Elgin, United States Cellular Operating
an Illinois municipal corporation Company of Chicago, LLC,
a Delaware ited liability company
By: By:
Print N e: �.?�Z Print Name:
LAND
Title: Title: U(?T 10PTSl()fAI-1
Date: k — nL Date:
0
2
STATE OF �� )
COUNTY OF
I, the undersigned, a notary public in and for the State and County aforesaid, do
hereby certify that &L U F E vh i Igo 1-4 oe L, N , known to me to be the
same person whose name is subscribed to the foregoing Memorandum of Wireless
Communications Equipment Site Agreement, appeared before me this day in person and
acknowledged that (he) (she) signed the said Lease as (his) (her) free and voluntary act
for the uses and purposes therein stated.
Given under my hand and seal this ��,Kday of 206 4 .
E iCiA SEAL" Notary Public
NNA MECUM lic,state of Illinois My commission expires o
on Fires 08/24/09
STATE OF
COUNTY OF Cock )
1, the undersigned, a notary public in and for the State and County aforesaid, do
hereby certify that LE0Ij /VFA S� , known to me to be the
same person whose name is subscribed to the foregoing Memorandum of Wireless
Communications Equipment Site Agreement, appeared before me this day in person and
acknowledged that, pursuant to his authority, he signed the said Memorandum as his free
and voluntary act on behalf of the named limited liability company, for the uses and
purposes therein stated.
Given under my hand and seal this /a day of
' 200-4
Notary Pu
FNOTARY AL SEAL "
DONALD L. DICKS My commission expires
; STATE Or ILLINOIS
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EXHIBIT "A"
Description of Premises
Property Identification No: 06-07-302-041
Property Address: 750 Summit Street, Elgin, Illinois 60120
Legal Description:
LEGAL FOR PROPOSED LEASE AREA
THAT PART OF THE WEST HALF OF THE SOUTHWEST OJARTER OF SECTION 7, T04NSHIP 4-
NORTH, RANGE 9 EAST OF THE THIRD PRINMPAL MERIDIAN, BOiJNOED AND DESCRIBED AS
FIXLOWS: COMMENDING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF SUMMIT
AVENUE (GULF ROAD) AM THE WEST RIGHT OF WAY LINE OF HIAWATHA DRIVE; THENCE NORTH
00 DEGREES 22 MINUTES 36 SECONDS WEST ALONG SAID 'NEST 81017 Of WAY LJNE. 477.79
FEET; THENCE SOUTH 89 DEGREES 37 MINUTES 24 SECONDS VEST, 34628 FEET TO THE PCINT
Of BEGUNNINQ THENCE SOUTH 42 DEGREES 36 MINUTES 11 SECONDS 'NEST, 17,91 FEET; THENCE
NORTH 47 DEGREES 38 MINUTES 09 SECCNOS WEST, 20.00 FEET TO THE SOUTHEASTERLY FACE
OF E1CISTING SHELTM THENCE NORTN 42 DECREES 35 MINUTES 11 SECONDS FAST ALONG SAID
FACE OF SHELTER. 17,91 FEET; THENCE SOUTH 47 DECREES 3E MINUTES D9 SECONDS EAST,
20.00 FEET TO THE PONT OF BEGINN?NG. CONTAINING 358.20 SQUARE FEET. ALL IN COOS(
COUNTY, ILLNO15.
LEGAL OMWTIM FOR PROPOSED AGCESSjimTY EAM"T
THAT PART OF THE WEST HALF OF THE 5OIJTHMES's QUARTER OF SECTION 7, TOWNSHP' 41 NORTH,
RANCE 9 EAST OF THE THIRD PRINCIPAL MFRIDIIAN, H."1.JN0£D AND DESCRIBED AS FOLLOWS,
COMMENCWG AT THE ]INTERSECTION OF THE NORTH RIC14T OF WAY LINE OF SLWT AVENUE (COIF
RC*D) A14 THE WEST RIGHT OF WAY LINE OF HIAWATHA DRIVE; THENCE NORTH 00 DEGREES 22
MINUTES 36 SECONDS WEST ALONG SAID WEST FIGHT OF WAY LINE, 532.02 FEET T4 THE PUNT OF
EI NNONG; THENCE SOUTH 88 DEGREES 03 MINUTES 26 SECONDS WEST, 254.51 FEET; TI-ENCF
SOUTH 56 DEGREES 45 MINUTES OI SECONDS WEST, 69.15 FEET, THENCE SOUTH 83 DEGREES 52
MINUTES 04 SECONDS WEST, 14.09 FEET; THENCE SOUTH 42 DECREE'S 54 AAWUT£S 07 SECONDS
'ASST. 4.56 FEET TO A POINT ON THE NORTHEASTERLY LINE OF HEREON DESCRI D LEASE AREA;
THENCE NORTH 47 DEGREES 38 MINUTES 09 SECONDS WEST ALONG SAS NORTHEASTERLY LINE,
12.00 FEET; THENCE NORTH 42 DEGREES 54 MINUTES 07 SECONDS EAST, 9.15 FEET TO AN ANCLE
PCP;NT OF HEREON DESCRIBED PROPOSEn ACCESS EASEMENT; THENCE P40P N 03 DEGREES 52
MINUTES 04 SECONDS EAST ALCM SOUTHEASTERLY L-`NE OF SAID ACCESS EASEMENT EXTENQ`0
EASTERLY, 35.68 FEET. THENCE NORTH 56 DEGREES 45 MINU"1'S 01 SECONDS EAST, 69.92 FEET;
THENCE NORTH 88 DECREES C3 MINUTES 26 SEQONOS EAST, 258.20 FF7-T TO THE WEST ENE of
.JUD HIAWATHA OR11E; THENCE SOUTH 00 DEGREES 22 MINUTES 36 SE00NDS EAST, 12;00 FEET TO
—THE POINT OF BEi8fVNINC, CONTAINING 4,409.7$ SOUANE FEET, ALL IN COOK COUNTY, HLLINCFS,
LEGAL DESC✓4IOTTOM FOR PROPOSED ACCESS EASEMENT
THAT PART OF' THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION 7, TOIANSHIP 41 NORTH,
RANGE 9 EAST OF THE 'HIRD PRINCIPAL MERIDIAN, BOUNDED AND DESCRIBED AS FOLLOWS!
COMMENCING AT THE MTER°,ECT10N OF THE NORTH IrE;HT OF WAY LINE OF SLNJMIT AVENUE (MY
ROAD) AND THE WEST RIGHT OF WAY LINE OF HIAWATHA DRIVE; T14ENCE NORTH DO DECREES 22
MINUTES 38 SECONDS WEST ALONG SAID WEST RIGHT OF WAY LINE_ 54403 FEET; THENCE SOUTH 88
DEGREES 03 MINUTES 26 SECONDS ACS1. 758.20 FEET, 'HENCE 5011TH 56 DECREES 45 WNUTE5 01
SECONDS WEST, 69:62 FEET; 7HE7NCE SOUTH 83 DEGREES 52 MINUTES 04 SECONDS WEST. ,439
FEET TO A POINT ON THE NORTHERLY LINE Of KREON DFSOF69EO ACCESS/UTILITY EASEMENT SAID
POINT ALSO HONG 'HE POINT OF TIEGNwNG; THENCE CONTINU14G SOUTH e3 DEGREES 52 MIN?J'ES
04 SECONDS WEST ALONG SAID WIR14ERLY LINE. 15:89 FEET TO AN ANGLE PONT OF SAID
PROPOSED ACCESS/UTILITY EA EMENT; 714EaNCX NORTH 47 DECREES C5 WNUTES 53 SECONDS WEST.
35.00 FEET; THENCE SOUTH 42 DECREES 54 INUTES 07 1;FCONDS 'ASST, 30.00 FEET; 'HENCE
NORTH 47 DEGREES 05 MINUTES 53 SECONDS *EST, 12.30 FEET; 'HENCE NORTH 42 DEGREES 54
MINUTES 07 SECONDS EAST, 42.00 FEET; THENCE SOUTH 47 DEGREES CS bNNUTTS 53 SECONDS
EAST. 57.42 FEET TO THE POINT OF BE 4NING, CONTAINING 986,51 SQUARE FEET, ALL IN COC4t
iCCYJNTY, ILLINOIS,
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PLAT OF SURVEY
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City of Elgin
Wireless Communications Equipment Site Agreement
with
UNITED STATES CELLULAR OPERATING COMPANY OF CHICAGO, LLC
for the use of
City of Elgin American Little League Field
750 Summit Street
TABLE OF CONTENTS
SPECIAL TERMS AND CONDITIONS
Section f. Premises
Section II. Use/Purpose
Section III. Site Agreement Contents
Section IV. Term
Section V. Rent/Consideration
Section VI. Insurance and Liabilities
Section VII. Termination
Section Vill. Other Special Conditions
Section IX. Effectuation of Agreement
GENERAL TERMS AND CONDITIONS
Section I. Definitions
Section II. Specific Agreements
A. Relationship to Site Agreement
B. General Planning, Engineering and Design Considerations
C. Acknowledgment and Acceptance of Risks
D. Payment to Facility Owners
E. Term and Termination
F. Modifications to Facilities
G. Requirements for Installation
H. Modifications of Equipment
I. Performance of Work
J. Access and Maintenance
K. Rights of Property and Easements
i t
Section Ill. Company and Contractors Requirements
A. Contracts
B. Approvals
C. Release, Indemnity and Hold Harmless
D. Worker's Compensation, Insurance and Bond
E. Permits
F. Compliance with Laws and Requirements
G. Nondiscrimination and Affirmative Action
H. Sexual Harassment
Section IV. Additional Conditions and Provisions
A. Non-Waiver
B. Assignment; Successors and Assigns
C. Survival
D. Entire Agreement
E. Applicable Law
F. Severability
G. Rights Cumulative
H. Contractual Relationship
1. Headings
J. Notices
K. Non-Exclusivity
L. Modification or Amendment
SPECIAL TERMS AND CONDITIONS
THIS AGREEMENT is entered into by and between THE CITY OF ELGIN, an Il-
linois municipal corporation (hereinafter referred to as the "City"), and UNITED STATES
CELLULAR OPERATING COMPANY OF CHICAGO, LLC, a Delaware limited liability
company (hereinafter referred to as "Company").
WHEREAS, the City owns or controls land, buildings and other structures (indi-
vidually and collectively the "Premises"); and
WHEREAS, the Company desires to obtain permission to use certain portions of
the Premises described below for the installation and operation thereon of wireless
communications Equipment (defined below);
NOW THEREFORE, it is mutually agreed as follows:
I. PREMISES
Subject to the terms and conditions set forth herein, the City hereby grants to the Com-
pany the right to locate Equipment on the property commonly referred to as the City of
Elgin American Little League Field at 750 Summit Street, Elgin, Illinois and which shall
together be depicted upon the map attached hereto as Exhibit A, and described with
appropriate Technical Data Sheets attached hereto as Exhibit B and with drawings
showing specific details of Equipment erected at the Facility attached hereto as Exhibit
C; the said Equipment to be located upon the property legally described as follows:
PART OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 41
NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED
AS FOLLOWS:
THAT PART OF THE SOUTHWEST 1/4 OF SECTION 7, TOWNSHIP 41
NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN,
DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE NORTH
LINE OF GRAND AVENUE, IN THE CITY OF ELGIN, KANE COUNTY,
ILLINOIS, AT A POINT WHERE SAID LINE INTERSECTS THE WEST LINE OF
SAID SECTION 7, SAID POINT BEING AT THE SOUTHWEST CORNER OF
LOT 8 IN BLOCK 5 OF HIGHLAND PARK ADDITION TO ELGIN, KANE
COUNTY, ILLINOIS, THENCE EAST ON THE NORTHERLY LINE OF GRAND
AVENUE EXTENDED 604 FEET, THENCE NORTH PARALLEL WITH THE
EAST LINE OF SAID SECTION 7, 1195 FEET, THENCE EASTERLY TO A
POINT ON THE WEST LINE OF SAID SECTION N7 WHICH IS 1175 FEET 6
INCHES NORTH OF THE PLACE OF BEGINNING, THENCE SOUTH ON THE
SECTION LINE TO THE PLACE OF BEGINNING, ALL IN COOK COUNTY,
ILLINOIS (PROPERTY COMMONLY KNOWN AS 750 SUMMIT STREET).
Such property and Equipment shall be referred to in this Agreement as the "Premises."
This Agreement is nonexclusive and does not preclude the City from granting a similar
lease, right, license, franchise, etc., to other carriers or other persons for telecommuni-
cations or any other purpose.
II. USE/PURPOSE
The Premises may be used only for the following use and purpose: Wireless communi-
cation transmission and receiving equipment under FCC License for wireless telecom-
munication services.
III. SITE AGREEMENT CONTENTS
This Site Agreement (Agreement) consists of these Special Terms and Conditions as
well as the General Terms and Conditions and all Exhibits and Addenda, if any, hereto
attached. In the event of a conflict between the terms of the Special Terms and Condi-
tions with the General Terms and Conditions, the Special Terms and Conditions shall
prevail. This Agreement is intended to be the legally operative document between the
City and the Company for the use of the Premises for the purpose stated herein and
may not be modified except by written agreement of the parties. This Agreement super-
sedes all other understandings or agreements, written or oral, between the parties relat-
ing to the subject matter of this Agreement.
IV. TERM
The initial term of this Agreement is five (5) years ("Initial Term") and shall commence
on the earlier of the date Tenant commences construction of its Equipment or Septem-
ber 1, 2006 ("Commencement Date") and terminates on the fifth anniversary of the
Commencement Date, unless it is terminated earlier pursuant to the provisions hereof.
At its option, the Company may renew the Agreement for three (3), five (5)-year periods
(each a "Renewal Term") provided all terms of this Agreement are met. This Agreement
shall automatically renew for each successive Renewal Term unless Tenant notifies
Landlord, in writing, of Tenant's intention not to renew this Lease, at least sixty (60)
days prior to the expiration of the Initial Term or any Renewal Term.
V. RENT/CONSIDERATION
A. Initial Period. In consideration of this Agreement, the Company shall pay to the City
as Base Rent the following annual sum: Twenty-Four Thousand Dollars ($24,000.00) for
the first year of the Agreement. Base Rent here under shall be adjusted annually, on the
anniversary of the Commencement Date, and on each anniversary thereafter, to reflect
an increase of four percent (4%) over the preceding year.
B. Option Periods. Intentionally Omitted.
C. Form and Timing of Payment. Base Rent shall be paid in advance, on or before the
first day of each month.
VI. INSURANCE AND LIABILITIES
The Company, at no expense to the City, shall secure and maintain during the full term
of this Agreement, one or more policies of general comprehensive liability insurance
covering Company's occupation of, or activities upon, the Premises, under which poli-
cies the aggregate amounts of coverage shall be provided per the attached General
Terms and Conditions. Evidence, to the reasonable satisfaction of the City, of the Com-
pany's maintenance of insurance as required by this Agreement shall be submitted to
the City Manager, or designee, prior to the initial occupancy of any portion of the Prem-
ises, and thereafter, within a reasonable time after the Company's receipt of a request
for such evidence, which time, in no event, shall exceed four (4) City business days.
Notwithstanding any provision herein to the contrary, the failure of the Company to
comply with the requirements of this Agreement regarding insurance shall subject this
Agreement to termination consistent with the notice provisions of the General Terms
and Conditions of this Agreement.
VII. TERMINATION
This Agreement may be terminated by either party subject to the notice and process
provisions specified in the General Terms and Conditions.
VIII. EFFECTUATION OF AGREEMENT
In order to be effective, this Agreement must be (1) signed by an authorized representa-
tive of the Company and returned to the City Manager at the address set forth below,
accompanied by any required policy of insurance, and (2) signed by the City Manager.
IN WITNESS WHEREOF, the parties hereto have affixed their signatures below:
CITY OF ELGIN UNITED STATES CELLULAR
OPERATING COMPANY OF CHICAGO
LLC, a Del re limited liability
company
By: By:
Olufemi Folarin, ity'Manage
Printed:
Date:
Title:
Date: As�
7
Attest: Witness:
Dolonna Mecum, City Clerk
Company's address for all communications:
U.S. Cellular
Attn: Real Estate
8410 West Bryn Mawr Avenue
Suite 700
Chicago, IL 60631
City's address for all communications:
City of Elgin
150 Dexter Court
Elgin, IL 60120
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EXHIBIT B
TOWER(SDA) MOUNTED EQUIPMENT LIST:
Lessee Owned Antenna(s) (OR) ❑Lessor's Master Antenna System
ANTENNAS# 1 —3 Mounting Height: 115 ft. Direction: Upo Down❑
Transmit 0 Receive J
Make: Andrew Model: UMWD-06516-XDH Length: 51"
Azimuth: 60/ 170/280 ERP: 450 watts Coax Size: 1-5/8"
Total Number of Antennas:Three (3)
Total Number of Feedlines: Six (6)
GROUND& BUILDING EQUIPMENT LIST:
Not applicable. This is a lease for tower space only.
Electrical Usage
❑ Included in Price 0 Tenant Direct ❑ Flat Rate$
(Landlord's Cost) (Tenant's Cost)
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OVERALL SITE PLAN (J� C'
GENERAL TERMS AND CONDITIONS
I. DEFINITIONS
Whenever used in this Agreement with initial letters capitalized, the following terms shall
have the following specified meanings, unless the context clearly requires a different
meaning:
City Manager. The City of Elgin's chief administrative official responsible for operating
and managing a Facility or Facilities and holding the legal right to grant permission to
occupy, use or modify Facilities or Premises subject to the approval of the Elgin City
Council.
Company. A company licensed to conduct business within the State of Illinois, provid-
ing commercial mobile services, unlicensed wireless services, or common carrier wire-
less exchange access services, or other wireless telecommunications services for the
purposes of connecting to the public switch telephone network or to the Internet author-
ized by the Federal Communications Commission.
Equipment. Antenna(s), cables, wires, and all communication attachments, appliances,
and other structures owned and operated by the Company or for the benefit of the
Company, including utility facilities that serve the Company's Equipment.
Facility or Facilities. A structure, including but not limited to, buildings, utility poles,
and transmission, communication and water towers.
Facility Manager. The person designated by the Elgin City Manager to manage the Fa-
cility, including granting access, determining and approving its use and terms and condi-
tions for such use.
Hazardous Substance. Any hazardous, toxic, or dangerous waste, substance or mate-
rial, including petroleum products, or any contaminant, pollutant or chemical defined or
identified in any environmental regulation as posing a potential risk to human health_ or
the environment.
Indirect Costs. Overhead associated with the services provided by the City on behalf of
the Company, included in the billing rate, which covers supervision, administration, ac-
counting services, etc.
Premises. The real property, described with a legal description in the Site Agreement,
and/or any Facilities contained therein.
Secured Facility. A Facility designated in this Agreement, or subsequently designated
by written notice from the City during the term of this Agreement, where access is lim-
ited as a matter of public safety or legal restriction, which requires that special access
conditions be established and enforced.
Senior Priority Rights. Rights bestowed based on date authorized to attach Equipment
to a Facility, such that parties without such senior priority shall have the burden to cor-
rect any interference caused by their installation to those with senior priority rights, pro-
vided the Equipment of the holder of the senior priority right is operating within the gov-
erning technical specifications.
Work. Collectively, the installation, construction, maintenance, repair, relocation and/or
removal of Equipment and other work performed in connection with this Agreement on,
in, to, across or from a Facility or Premises.
11. SPECIFIC AGREEMENTS
A. RELATIONSHIP TO SITE AGREEMENT. These General Terms and Conditions,
with amendments as agreed to by the parties, are an attachment to and a part of the
Wireless Communication Equipment Site Agreement by and between the City of Elgin
and U.S. Cellular Operating Company of Chicago, LLC (Agreement).
The Special Terms and Conditions contain requirements and agreements particular to
the use of the Premises and shall specify at minimum the following, including contact
names and addresses where appropriate:
• Company and Project Manager
• Site map and drawings specifying Equipment locations and installation details,
including Technical Data Sheets
• When applicable, facilities to be used; Facility Owners; and the Facility Man-
ager(s)
• Project schedule for installations
• Changes or addenda to the General Terms and Conditions of this Agreement
• Bond requirements for installation instructions, when applicable
• Identification of other telecommunication services with Senior Priority Rights or
approved for coincident installation, when applicable
B. GENERAL PLANNING, ENGINEERING AND DESIGN CONSIDERATIONS
1. Co-location With Other Telecommunications Service Providers. The Company
acknowledges that the use of City properties and Facilities is explicitly authorized under
a policy to encourage co-location of equipment of multiple providers. The Company
agrees to coordinate the installation of its Equipment with other telecommunications
providers seeking installation. The Company shall not be granted Senior Priority Rights
with respect to other telecommunication providers identified in this Agreement as previ-
ous or concurrent attackers. The Company shall be granted Senior Priority Rights with
respect to other telecommunications providers who are approved for installation after
the execution of this Agreement. The Company shall operate its wireless communica-
tions facilities and services in a manner that will not cause substantial interference to
the Facility or to any other third party with Senior Priority Rights to the Company.
2. Preparation of Detailed Engineering Design. The Company shall prepare engi-
neering plans and specifications in consultation with and for the approval of the Facility
Owner(s) to complete design engineering for use of Facilities. The Facility Owner will
make a good faith effort to review and approve, deny, or request revisions to the plans
and specifications in a timely manner not to exceed thirty (30) days.
3. Installation of Equipment. The Company shall be responsible to ensure compliance
with all requirements of the Facility Manager regarding installation of Equipment.
4. Complete Acceptance. The City shall accept installation of the Company Equipment
by issuing a letter to the Company stating that the Work has been completed in accor-
dance with approved specifications and that all punch-list items have been resolved to
the satisfaction of the Company and Facility Manager.
5. Establish Maintenance Plan. The Company shall have a maintenance plan for the
Equipment, documenting procedures necessary to meet the requirements of this
Agreement.
C. ACKNOWLEDGMENT AND ACCEPTANCE OF RISKS
1. Location on City Premises. In choosing to locate Equipment on City Premises, the
Company acknowledges and accepts all risks, including but not limited to:
• Possibility of fires that may damage the Equipment
• Risks associated with having Equipment co-located with such Facilities and the
Equipment of other telecommunications providers
• Ground movement
• Loss of line of sight path, including where caused by City action
• City change in the use of the Premises
The Company explicitly acknowledges that these risks include bearing all costs associ-
ated with such risks, except such costs caused by the gross negligence or willful mis-
conduct of the City, its agents, contractors or employees, including but not limited to
provision of alternate communication paths, loss of Company business and restoration
of its Equipment and/or systems if they are damaged.
The Company may terminate this Agreement pursuant to Section II.E.6. of this Agree-
ment if any of the risks listed in this clause occur, cause material interference to the
Company's operations on the Premises and the Company's operations cannot be re-
stored to their prior condition within sixty (60) days of the occurrence or if the Premises,
Facilities or the Equipment are, or become unacceptable under Company's design or
engineering specifications for its Equipment or the communications system to which the
Antenna Facilities belong. The Company will not be liable for any rent during the time
the Facility is rendered unusable, except when caused by action of the Company or fail-
ure of the Company to perform its obligations under this Agreement.
2. Damage or Destruction. In the event that the Premises and/or Facilities (a) are
damaged by fire, earthquake, act of war, or other extraordinary casualty to such an ex-
tent as to render them unusable in whole or in substantial part; or (b) are otherwise de-
stroyed, the City shall not be obligated to rebuild the Premises and/or Facilities or to
compensate the Company for any loss of income under this Agreement. The City shall
not be obligated to restore the functionality of the Premises and/or Facilities in the event
of loss, damage, or destruction. The decision of the City to restore the Facility shall be
based on City need for the Facility. The Company will not be liable for any loss, dam-
age, or destruction of the Premises and/or Facilities, except loss, damage, or destruc-
tion caused by action of the Company, or failure of the Company to perform its obliga-
tions under this Agreement. The Company will not be liable for any rent during the time
the Facility is rendered unusable, except when caused by action of the Company or fail-
ure of the Company to perform its obligations under this Agreement. The Company may
terminate the Agreement pursuant to Section II.E.6. of this Agreement if the Company's
operations are materially interfered with due to the occurrence of (a) or (b) of this sub-
paragraph and the Company's operations cannot be restored to their prior condition
within sixty (60) days of the occurrence.
3. Acceptance of Premises and Facilities. The Premises and Facilities have been in-
spected by both parties and are accepted by Company in their existing condition as of
the Commencement Date of this Agreement without reservation except for latent de-
fects or faulty construction of the Premises and Facilities not discoverable by inspection
at the time of taking possession.
D. PAYMENT TO FACILITY OWNERS
1. Facility Use Payment. Rental fees and the commencement date for the fees are
stated in the Special Terms and Conditions of the Site Agreement.
2. Taxes. Company agrees to pay all current and future taxes which are directly appli-
cable to Company's uses under this Agreement.
3. Reimbursement. Company shall reimburse City, for up to Two Thousand Five Hun-
dred and no/100 dollars ($2,500.00) during the term of this Agreement and within thirty
(30) days after receipt of an invoice for work completed, for all amounts paid and costs
incurred by City at Company's expense:
a. For Performance of Work. The Company shall reimburse City for all costs in-
curred by the Facility Manager in the performance of Work necessary for the in-
stallation and operation of the Equipment. In addition to reimbursement for direct
costs of labor and materials incurred in the performance of Work necessary for
the installation and operation of the Equipment, the City shall be eligible to be re-
imbursed by the Company for Indirect Costs that may be included in the billing
rate. Examples of Work for which the City will be reimbursed by the Company in-
clude the relocation of City equipment or work in a high-security or high-risk area,
such as on electrical transmission towers.
b. For Relocation. Intentionally Omitted.
c. On-Call Staff. The Company shall reimburse City for all on-call staff required
for access to Secured Facilities at a rate of$31.25 per hour.
d. Utilities and Other Services. Unless otherwise provided in the Special Terms
and Conditions of this Agreement, the Company shall provide, or shall otherwise
pay, before delinquency, pay the periodic charges for all utilities attributable to
Company's use and shall also pay all charges for utilities provided exclusively
for the Company's requirements and for utility installations and modifications
thereto occasioned by the Company's requirements. The Company shall not be
entitled to an offset, reduction or return of rental as the result of any interruption
or failure of said services, unless said interruption or failure is due to City's gross
negligence.
4. Payment. All amounts due to the Facility Owner under this Agreement shall be paid
by the Company within thirty (30) days of the date of the invoice from the Facility
Owner. The Facility Owner may elect to assess an interest fee of 0.033% for each day
payment is late, and may consider the Company in default if any amount is not paid to
the Facility Owner by the due date.
5. Rental Income. The Company may sublease the Premises, upon written notice to
the City and contigent on any sublessee obtaining a separate ground lease from the
City.
E. TERM AND TERMINATION
1. Expiration of the Agreement. This Agreement shall expire in accordance with the
terms, including any Renewal Terms, established in the Special Terms and Conditions
of this Agreement.
2. Default. With written notice as set forth below, and without recourse by the Com-
pany, the City may terminate this Agreement if any of the following occurs:
a. The Company, after notification that its operations are interfering with the op-
erations of the City at the Facility, fails to cure the operational interference within
thirty (30) days.
r
b. More than twice during any calendar year, the Company enters restricted ar-
eas of the Premises without proper notification to the City and/or without the re-
quired City observer present.
c. The Company fails to pay rent or reimburse the City for expenses as required
by the General Terms and Conditions.
d. The Company fails to maintain the required insurance coverages.
e. The Company fails to perform required Work within the time specified, or any
authorized extension thereof.
f. The Company fails to. satisfactorily perform Work in conformance with this
Agreement and/or to the reasonable satisfaction of the Facility Manager.
In the event the City intends to terminate this Agreement for any of reasons (a) - (f)
above, the City shall provide a written notice to cure, identifying the nature of the al-
leged basis for termination with reasonable specificity, and advising the Company of the
City's intent to terminate this Agreement.
All further actions shall conform to the following procedures:
The Company shall cure any default, within ten (10) business days after receipt
of such written notice, if the breach is a failure to pay rent, or failure to maintain
required insurance. For all other breaches of this Agreement, Company shall,
within thirty (30) days after receipt of such written notice or such longer period of
time as the City may specify in such written notice, either cure such alleged fail-
ure or, in a written response to the City, present facts and arguments in refutation
or excuse of such alleged failure or state that such alleged failure will be cured
and set forth the method and time schedule for accomplishing such cure.
The City shall determine (a) whether a failure to comply with a material provision
has occurred; (b) whether such failure is excusable; (c) whether such failure has
been cured or will be cured by the Company; and (d) whether any proposed cure
is reasonable. The Company shall make available to the City, if requested, any
records, documents or other information that is not privileged and/or proprietary
in nature and that the City reasonably deems necessary to make the determina-
tion.
If the City determines that a failure to comply with a material provision has oc-
curred and that such failure is not excusable and has not been or will not be
cured by the Company in a manner and in accordance with a schedule reasona-
bly satisfactory to the City, the City may terminate the Agreement.
With written notice as set forth below, and without recourse by the City, the Company
may terminate this Agreement if the City is in breach of the terms of this agreement. In
f
the event the Company intends to terminate this Agreement under the terms of this
paragraph, the Company shall provide a written notice to cure, identifying the nature of
the alleged basis for termination with reasonable specificity, and advising the City of the
Company's intent to terminate this Agreement.
All further actions shall conform to the following procedures:
The City shall cure any default, within ten (10) business days after receipt of such
written notice, if the breach is a failure to pay rent, or failure to maintain required
insurance. For all other breaches of this Agreement, the City shall, within thirty
(30) days after receipt of such written notice or such longer period of time as the
Company may specify in such written notice, either cure such alleged failure or,
in a written response to the Company, present facts and arguments in refutation
or excuse of such alleged failure or state that such alleged failure will be cured
and set forth the method and time schedule for accomplishing such cure.
The Company shall determine (a) whether a failure to comply with a material pro-
vision has occurred; (b) whether such failure is excusable; (c) whether such fail-
ure has been cured or will be cured by the City; and (d) whether any proposed
cure is reasonable. The City shall make available to the Company, if requested,
any records, documents or other information that is not privileged and/or proprie-
tary in nature and that the Company reasonably deems necessary to make the
determination.
If the Company determines that a failure to comply with a material provision has
occurred and that such failure is not excusable and has not been or will not be
cured by the City in a manner and in accordance with a schedule reasonably sat-
isfactory to the Company, the Company may terminate the Agreement.
3. Removal of Equipment. Upon termination of this Agreement due to expiration or de-
fault, the Company shall promptly remove all Equipment from the Facilities and surren-
der the Premises. If the Company shall fail to promptly remove the Equipment upon ex-
piration of the term of this Agreement, City may, after sixty (60) days' advance written
notice to Company of its intent to do so, remove and dispose of the Equipment at Com-
pany's expense. Company shall receive credit for unused portions of the Facility rent,
less any City cost to remove and dispose of Equipment, if the termination is effective
before the end of the billing period.
4. Termination Due to City Re-Use of Premises. After the first Renewal Term, the
City may terminate this Agreement to accommodate the City's need to utilize the Prem-
ises in a manner inconsistent with the continued use of the Facility by the Company, or
to relocate, replace or remove the existing Equipment, consistent with a capital project
approved by the Elgin City Council. The City shall review proposals from the Company
for a mutually acceptable location on the Premises or a nearby site under control of the
City, to which the Company may relocate its Equipment at its own expense. The City
shall give written notice to the Company under this provision with a 180-day period to
remove the Equipment from the Premises from the date that written notice of the intent
to terminate was given, unless due to a public safety emergency, wherein the Company
shall comply within such shorter time as specified by the City.
5. Restoration of Sites. Where this Agreement is for the use of unimproved Premises,
the Company shall restore, at its own expense, the Premises to its previous state, rea-
sonable wear and tear excepted, when directed to do so by the City, including the re-
moval of any structures and Equipment and the restoration of comparable landscape
features. At its option, the Company may offer to sell part or all of its structures or
Equipment to the City. At its sole discretion, the City may choose to accept or reject the
offer.
6. Termination Due to Damage, Destruction or Material Interference. The Company
may terminate this Agreement upon the occurrence of the conditions detailed in Section
II.C.1. or Section II.C.2., by giving sixty (60) days written notice to the City as required
under Section IV. J. Notices.
F. MODIFICATIONS TO FACILITIES
At the Company's request, the Facility Manager may make modifications to Facilities to
facilitate building access for the installation of Equipment. Any requests by the Com-
pany for such modifications shall be made to the Facility Manager. All costs for such
modifications shall be paid by the Company.
All modifications by Company to Facilities shall be subject to the review and approval by
the Facility Manager during design and construction., Any unauthorized modifications
must be corrected at the expense of the Company. The Company may be required to
remove such modification and restore the Facility to its previous condition or as ap-
proved by Facility Manager. In the event the City performs the restoration work, the
Company shall reimburse the City for the actual costs associated with the restoration.
G. REQUIREMENTS FOR INSTALLATION
1. Installations are to be made only as approved by Facility Manager. Attachments and
Equipment shall conform to Technical Data Sheets attached to this Agreement.
2. Installation of Equipment shall be in accordance with requirements of the City of El-
gin's Building Code, Mechanical Code, Electrical Code and all other applicable codes as
now in force and as revised or changed in the future.
3. Installation of Equipment made by Company to City Facilities under this Agreement
shall not disturb or conflict with the equipment of the City. Moving, rearranging, or ad-
justment of City Facilities to provide space to accommodate the Equipment shall be
done at the expense of Company, and, at the City's option, by the City.
4. In the event radio interference occurs, all users of the site are required to participate
in solving the problem by providing technical personnel and equipment to locate the
source of the specific problem.
5. The City hereby reserves a right of access to inspect the areas occupied by the
Company.
H. MODIFICATIONS OF EQUIPMENT
Equipment shall not be changed or added without submitting new Technical Data
Sheets and without the written approval of the Facility Manager. Replacement of like
parts during maintenance and repair is acceptable without specific approval, provided
that the replacement does not materially change the visual appearance of the Equip-
ment.
All provisions in this Section are subject to any and all conditions as required under the
Special Terms and Conditions of this Agreement.
1. PERFORMANCE OF WORK
1. Company shall perform the Work in a workmanlike and skillful manner and comply in
full with applicable provisions of the Elgin Municipal Code. Company shall ensure that
the Work and the Equipment are in all respects (a) safe, (b) free from all faults and de-
fects in workmanship, material, and design, and (c) in conformance with the require-
ments of this Agreement.
2. Company shall promptly and satisfactorily correct or replace any work or Equipment
found to be defective or not in conformity with the requirements of this Agreement. If
Company fails or refuses to perform any Work required by this Agreement or to make
any such corrections or replacements, City may perform such Work and make such cor-
rections and replacements at Company's expense.
3. Company shall, at all times, keep its work areas cleared of rubbish, refuse and other
debris and in a neat, clean and safe condition. Upon completion of any portion of any of
the Work, Company shall promptly remove all rubbish, refuse and other debris and all of
its equipment and surplus materials. If Company fails to do so, City may perform such
work at Company's expense.
J. ACCESS AND MAINTENANCE
1. Maintenance. Company shall maintain all Equipment in good and safe condition and
state of repair.
2. Permission to Enter. Access to Facilities shall be allowed only after the Facility
Manager has been notified in accordance with subparagraph 3 of this subsection, be-
low.
3. Requests for Access. The Company shall have twenty-four (24) hour, seven (7) day
a week access to the Premises and City Facility. Company shall notify the Facility
Manager in person or by telephone before access to any City Facility is desired.
4. Secured Facilities. Where Equipment is located on or in Facilities identified as Se-
cured Facilities in this Agreement, Company shall be accompanied by City staff, at
Company expense, pursuant to the reimbursement provisions of Section II.D.4. City
shall maintain a call-out system to facilitate Company access on a continuous basis for
emergency maintenance and repairs.
5. Project Control. City staff shall be authorized to stop Work that is being conducted
by the Company and its contractors if, after discussions with the Company if reasonably
feasible, City staff determine that the Work in question would or could potentially cause
hazards to workers or interference with the City Facilities, or facilities of other users on-
site.
6. Priority Restoration. Restoration of City services shall be given the highest priority
in the event that any of these services and the Company's telecommunication services
are interrupted at the same time, unless otherwise agreed to by the City and the Com-
pany at the time of restoration.
7. Hazardous Substances. The Company understands and agrees that flammable or
Hazardous Substances, including but not limited to explosives, petroleum products,
paint, solvents, and resins, are not allowed on the Premises without the express written
permission of the Facility Manager. In the event written permission to store the preced-
ing substances is granted by the Facility Manager, the Company agrees to dispose
such substances in a legal manner.
Prior approval may be obtained for Hazardous Substances used during construction
through the construction approval process. Prior approval may also be obtained for the
use of petroleum products for emergency generation of electrical power during periods
of outage. Prior to initiating any other process requiring the use or storage of, or gener-
ating, on or adjacent to the Premises, Hazardous Substances, the Company covenants
and agrees to obtain the Facility Manager's prior approval.
The City may consider approving the specific use, but only after the Company demon-
strates to the satisfaction of the City that Company has all necessary permits, if any, for
operation and a Hazardous Substances emergency response plan.
Company agrees to cooperate in any environmental audits conducted by the City's staff
or independent third parties specifically related to the Company's use or storage of
Hazardous Substances. Company agrees to reimburse the City for the cost of such au-
dits. Company agrees to provide the City with written notice of every governmental in-
spection of the Premises, written notice of violation, and order to clean up contamina-
tion, within five (5) days after receipt thereof by the Company. Company agrees to per-
mit the City to participate in all settlement or abatement discussions. In the event Com-
pany fails to take remedial measures, as required by any final administrative or judicial
order to decrees signed by a state, federal, or local regulatory agency within ninety (90)
days of such order or decree, the City may elect to perform such work, and Company
covenants and agrees to reimburse the City for all direct costs and Indirect Costs asso-
ciated with the City's work.
Company and City hereby agrees to release, defend and indemnify the City other and
hold the other City harmless for any suits, claims, damages, strict liabilities, and costs or
liabilities associated with the removal or remediation of any Hazardous Substance (in-
cluding petroleum and gasoline products) that are released onto or from the Premises,
or otherwise come to be located on the Premises during the term of the Agreement, in-
cluding but not limited to those that may have migrated to or from the Premises, due to
the actions of the indemnifying party Company. "Cost" shall include, but not be limited
to, all response or remediation costs, disposal fees, investigation costs, monitoring
costs, civil or criminal penalties, attorney fees, and other litigation costs incurred in con-
nection with such removal or remediation.
K. RIGHTS OF PROPERTY AND EASEMENTS
Nothing in the this Site Agreement, including the Special and General Terms and Condi-
tions, Exhibits and/or Addenda shall be construed to convey to the Company any own-
ership property rights in Facilities or Premises. Nothing in the Site Agreement, including
the Special and General Terms and Conditions, Exhibits and/or Addenda shall be con-
strued to compel a Facility Owner to maintain any of its Facilities for a period longer
than is necessary for its own service requirements. This Agreement shall not be con-
strued as requiring the City to obtain any easement for the benefit of the Company. The
Company may request and obtain, at the discretion of the City, easements for access
and utilities to, from, and across the Premises. All Equipment purchased and installed
by the Company shall remain the property of the Company, unless otherwise agreed to
by the Parties in an amendment hereto.
III. COMPANY AND CONTRACTORS REQUIREMENTS
A. CONTRACTS
The Company is responsible for ensuring that the applicable terms and conditions of the
Site this Agreement, General Terms and Conditions, Exhibits and Addenda are included
in agreements with contractors. The Company shall be held liable for any negligence
caused by its contractors' performance or failure to perform the work under the Site this
Agreement or any contracts with the Company.
B. APPROVALS
1 . All contractors hired by the Company to work within or on the Premises shall be sub-
ject to approval by Facility Manager which approval shall not be unreasonably withheld
or delayed. In all agreements with contractors, the Company may require such contrac-
tors to attend a pre-construction meeting with the appropriate authority to review instal-
lation requirements and Work restrictions prior to any Work being performed in or on the
Premises. The contractor's agreement shall state that the Facility Owner has authority
to stop Work as specified in Section II.J. of this Agreement and may require that inade-
quate Work be corrected after discussion with Company representatives.
2. Where identified in the Site this Agreement, certain Facilities require, due to the na-
ture of the facility, that all Work be completed by the City at Company expense pursuant
to the reimbursement provisions of Section II.D.4.
C. RELEASE, INDEMNITY AND HOLD HARMLESS
1. Company releases and shall defend, indemnify and hold 'harmless City, its succes-
sors and assigns, and the respective directors, officers, employees and agents of City
and its successors and assigns (collectively referred to as the "Indemnitees") from any
and all claims, losses, costs, liabilities, damages and expenses (including, but not lim-
ited to, reasonable attorneys' fees) arising out of or in connection with the Equipment or
installation of any Equipment to any structure, the performance of any Work, the opera-
tion of any Equipment, or the Company's system, or the acts or omissions of Company
or any of its suppliers or contractors of any tier, the respective successors and assigns
of Company, or anyone acting on Company's behalf in connection with said installation
of Equipment, performance of Work, or operation of Equipment or Company's system.
Notwithstanding the foregoing, the Company shall not be obligated to indemnify the City
to the extent any such claims, losses, costs, liabilities, damages and expenses arise out
of or result from the negligence or willful misconduct of City, its successors and assigns,
or its directors, officers, employees and agents.
2. Such indemnity, protection and hold harmless shall include any demand, claim, suit
or judgment for damages to property or injury to or death of persons, including officers,
agents, and employees of either party hereto including payment made under or in con-
nection with any Worker's Compensation Law, which may arise out of or be caused or
contributed to by the erection, maintenance, presence, use or removal of Company's
Equipment or installations of Equipment.
3. City shall not be liable to the Company or to the Company's customers, and the
Company hereby indemnifies, protects and saves harmless City against any and all
such claims or demands, suit or judgment for loss, liability, damages and expense by
the Company's customers, or for any interruption to the service of the Company, or for
interference with the operation of the Equipment.
4. To the fullest extent permitted by applicable law, the foregoing release, indemnity and
hold harmless provisions shall apply to and for the benefit of the Indemnitees.
5. City is willing to permit installations of the Equipment to the Facilities for the fees de-
scribed in II.E. of this Agreement only in consideration of and in reliance upon such re-
lease, indemnity and hold harmless.
D. WORKER'S COMPENSATION, INSURANCE AND BOND
1. Company shall ensure that, with respect to all persons performing the Work, Com-
pany or its suppliers or contractors maintain in effect at all times during the term of this
Agreement coverage or insurance in accordance with the applicable laws relating to
worker's compensation and employer's liability (includ.ing, but not limited to, laws of the
state in which any such person was hired); regardless of whether such coverage or in-
surance is mandatory or merely elective under the law. Company shall furnish to the
Facility Manager such assurance and evidence of such coverage or insurance as the
City may request.
2. Company shall obtain, and maintain continuously for the term of this Agreement, at
its own expense, occurrence form Commercial General Liability insurance with en-
dorsements and/or other insurance to indemnify for the activities and services of this
Agreement. Minimum limit of coverage shall be $1,000,000 each occurrence and
$2,000,000 in the aggregate. Company shall also obtain, and maintain continuously for
the term of this Agreement, at its own expense, business automobile liability coverage
for owned, non-owned and hired vehicles. Minimum limit coverage for bodily injury and
property damage shall be $1,000,000 per person and $1,000,000 per occurrence. The
insurance carrier issuing the policy must have an A.M. Best rating of at least A-:VII and
be legally admitted and licensed or authorized to do business in the State of Illinois.
3. Such liability insurance shall be endorsed to include the City of Elgin, its directors,
officers, employees, and agents and joint users as additional insured, and shall not be
reduced or canceled without thirty (30) days prior written notice to the City.
4. Such insurance shall include a "cross liability," "severability of interests," or "separa-
tion of insureds" clause indicating essentially that:
Except with respect to the Limits of Insurance, and any rights or duties assigned in this
Coverage Part to the first Named Insured, this insurance applies:
a. As is each Named Insured were the only Named Insured; and
Separately to each insured against whom claim is made or "suit" is brought.
5. Prior to commencement of any of the Work, Company shall provide the Facility Man-
ager with a certificate of insurance, evidencing the required insurance policy(ies). The
company or companies issuing such insurance shall be financially responsible and au-
thorized to do business in the State of Illinois.
6. Intentionally Omitted.
7. Company shall alsofurnish the Facility Manager with a certificate of insurance once
annually. Within thirty (30) days after any written notice of termination, cancellation, ex-
piration or alteration in any policy of insurance required under this Agreement, Company
shall deliver to the Facility Manager a replacement certificate naming the City as an ad-
ditional insured.
8. Company shall ensure that any policies of insurance that Company carry as insur-
ance against property damage or against liability for personal injury (including death)
shall include a provision therein providing a waiver of the insurer's right to subrogation
against the Indemnitees. To the extent permitted by its insurance policies, the City
hereby waives all rights of subrogation against Company, its successors and assigns,
and the respective directors, officers, employees and agents of Company and its suc-
cessors and assigns.
9. The requirements of this Agreement as to insurance and acceptability to the City of
insurers and insurance to be maintained by Company are not intended to and shall not
in any manner limit or qualify the liabilities and obligations of or assumed by Company
under this Agreement.
E. PERMITS
Company shall obtain and comply (and shall ensure that the Equipment, the Work, and
all of Company's suppliers and contractors of any tier comply) with all applicable permits
including authorizations as required under the City's Zoning Ordinance (Elgin Municipal
Code, Chapter 19) if applicable, licenses, franchises, rights-of-way, easements, and
other rights required to perform the Work and operate the Equipment and the Com-
pany's system in accordance with this Agreement. Company shall furnish to the Facility
Manager such evidence thereof (such as certified copies of permits, licenses, fran-
chises, rights-of-way, and easements) as City may request.
F. COMPLIANCE WITH LAWS AND REQUIREMENTS
In the performance of the Work under this Agreement, and the continued use of the
Company's Equipment on City Premises, the Company shall comply (and shall ensure
that the Equipment, the Work, and all of Company's suppliers and contractors of any tier
comply) with all applicable:
1. Laws, ordinances, rules, regulations, orders, licenses, permits, and other require-
ments, now or hereafter in effect, of any governmental authority;
2. Industry standards and codes; and
3. City construction guidelines, specifications, rules, and regulations which apply to
Company's Work and will be provided by City to Company on request.
4. Federal requirements regarding radio-frequency emissions and interference with
other electronic or telecommunications equipment.
5. Senior priority rights held by other telecommunications entities to be protected from
interference.
6. Company shall furnish such documents as may be required to effect or evidence
compliance. All laws, regulations, and orders required to be incorporated in agreements
of this character are incorporated herein by this reference.
G. NONDISCRIMINATION — Company warrants that is has a comprehensive non-
discrimination policy.
H. SEXUAL HARASSMENT — Company warrants that is has a comprehensive sexual
harassment policy.
IV. ADDITIONAL CONDITIONS AND PROVISIONS
A. NON WAIVER
The failure of either party to insist upon or enforce strict performance of any of the pro-
visions of this Agreement or to exercise any rights under this Agreement shall not be
construed as a waiver or relinquishment to any extent of its right to assert or rely upon
any such provisions or rights in that or any other instance; rather, the same shall be and
remain in full force and effect.
B. ASSIGNMENT; SUCCESSORS AND ASSIGNS
Company may assign, transfer, sub-lease or otherwise dispose of any of the privileges
granted under this Agreement to a business entity which meets the following criteria: (i)
licensed by the Federal Communications Commission to operate a wireless communi-
cations business; and (ii) (1) is a parent, subsidiary, affiliate or successor of the Com-
pany; or (2) controls or is controlled by or under common control with the Company; or
(3) is merged or consolidated with the Company; or (4) purchases a majority or control-
ling interest in the ownership or assets of the Company; (5) purchases substantially all
of the assets of the Company; or (6) purchases substantially all of the assets of the
Company in the Metropolitan Trading Area in which the Premises are located. Upon
notification to the City by the Company of such action, together with a statement by the
receiver of the privileges that it will comply with the conditions of the Site Agreement,
the Company shall be relieved of all future performance, liabilities and obligations under
the Agreement. The Company may not otherwise assign transfer, sub-lease or other-
wise dispose of any of the privileges granted under this Agreement without the written
consent of City, which shall not be unreasonably withheld or delayed.
C. SURVIVAL
The obligations imposed on Company and all provisions of this Agreement which may
reasonably be interpreted or construed as surviving the completion, termination or can-
cellation of this Agreement, shall survive the completion, termination or cancellation of
this Agreement.
D. ENTIRE AGREEMENT
The entire Site Agreement between the City and the Company shall consist of the Spe-
cial Terms and Conditions, the General Terms and Conditions contained herein which
shall be affixed to each Site Agreement, and all Exhibits and/or Addenda issued concur-
rent with or subsequent to the execution of this Agreement, and any amendments to
same.
E. APPLICABLE LAW
This Agreement shall in all respects be interpreted, construed and enforced in accor-
dance with the laws of the State of Illinois and venue for any legal proceedings shall be
conducted in the Circuit Court for the Sixteenth Judicial Circuit, Kane County, Illinois.
F. SEVERABILITY
In the event any section, sentence, clause, or phrase of this Agreement is adjudicated
to be invalid or illegal by a court of last resort and of competent jurisdiction, the remain-
der of this Agreement shall be unaffected by such adjudication and all other provisions
shall remain in full force and effect as though the section, clause, or phrase so adjudi-
cated to be invalid had not been included herein. The Parties hereto agree to then ne-
gotiate in good faith the replacement section, sentence, clause, or phrase which is legal
and most closely represents the original intent of the Parties.
G. RIGHTS CUMULATIVE
The rights and remedies of the parties provided for under this Agreement are in addition
to any other rights and remedies provided by law. The failure to exercise on any occa-
sion any right shall not operate to forfeit such right on another occasion. The use of one
remedy shall not exclude or waive the right to use another.
H. CONTRACTUAL RELATIONSHIP — NO CO-PARTNERSHIP OR AGENCY
This Agreement does not constitute the Company as the agent or legal representative
of a Facility Owner for any purpose whatsoever. The Company is not granted any ex-
press or implied right or authority to assume or create any obligation or responsibility on
behalf of or in the name of the Facility Owner or to bind the Facility Owner in any man-
ner or thing whatsoever. In no event shall the City be construed or held to have become
in any way or for any purpose a partner, associate, or joint venture of the Company or
any party associated with the Company in the conduct of the Company's business or
otherwise.
1. HEADINGS
The titles of sections are for convenience only and do not define or limit the contents.
J. NOTICES
All notices and other materials to be delivered hereunder, shall be in writing and shall be
delivered or mailed to addresses as identified in the Special Terms and Conditions of
this Agreement.
K. NON-EXCLUSIVITY
This is a non-exclusive arrangement.
L. MODIFICATION OR AMENDMENT
No modification to or amendment of the provisions of this Agreement shall be effective
unless in writing and signed by authorized representatives of the City and the Company.
The City and the Company expressly reserve the right to modify any Agreement, from
time to time, by mutual agreement.
CITY OF ELGIN UNITED STATES CELLULAR
OPERATING COMPANY OF
CHICAGO, L C, a Delaware limited
liability com a y
By: By:
Olufemi Folarin, ity Mana r '
Printed: L N {`!ElU3FN
Date:
Title:
Date: / o�ofC'
Attest: Witness
� l
Dolonna Mecum, City Clerk
{
C�([\J Crown Castle International
! W 2000 Corporate Drive Tel 866.444.8102 (toll free)
ff 1131711 ✓ OUIIIIIIIIIII L Canonsburg, PA 15317 www.crowncastle.com
February 26, 2007
City Of Elgin
150 Dexter Court
Elgin, IL 60120
RE: Tower Site Agreement (Global Signal Agreement ID 4073319, GSL Site ID / Name: 112384 - F2 -
4812 Et- Elgin American Little Lea, Crown Castle Site#875722)
Dear Landowner:
The purpose of this letter is to notify you that CCGS Holdings LLC ("Crown Castle"), a subsidiary of
Crown Castle International Corp., has merged with Global Signal Inc. ("Global Signal") effective January 12,
2007. Crown Castle or its applicable subsidiaries are now responsible for the rights and obligations of
Global Signal and its subsidiaries.
This transaction should have no affect upon your existing contractual relationship. Because a
corporate merger is legally distinguished from an assignment or transfer, the Global Signal subsidiary with
which you have a relationship remains unchanged. Over the next several months, Crown Castle will be
incorporating any payments previously paid by Global Signal to you into our accounting systems. This
transaction will not cause an interruption in your payments.
Crown Castle and its affiliates engineer, deploy, own and operate technologically advanced shared
wireless infrastructure, including an extensive network of towers. Nearly every major wireless carrier is a
tenant on sites that are owned or managed by Crown Castle or its affiliates. For additional information
about Crown Castle, please visit our website at www.crowncastle.com.
Crown Castle has a land purchase and lease extension program which may be of interest to you.
Crown Castle is in a unique position as it relates to your tower site and we are able to offer more for the
privilege of using your land than any anyone else. We would be pleased to discuss the benefits
of participating in one of our programs. Regardless, before making any business decision about your tower
lease, please consult with us first.
Below is the contact information for Crown Castle. Please always refer to the Crown Castle Site
number so that we may serve you more effectively
• For questions regarding this letter, your current agreement, any general payment inquiries, or Crown
Castle's land purchase /lease extension program, please call our toll-free at 1-866-444-8102.
• To report a tower-related issue or emergency, please contact our Network Operations Center toll-free
at 1-800-788-7011.
• For questions about property tax reimbursements, please contact our Tax department toll-free at 1-
866-256-8895.
Crown Castle looks forward to a long and mutually beneficial relationship with you.
Sincerely,
Mark Schrott
Vice President — Property Management
CCI Site Number:875722
1620
FREQUENTLY ASKED QUESTIONS:
1. Question: Will I need to enter into a new agreement with Crown Castle?
Answer: No. The Crown Castle merger with Global Signal does not impact the existing contractual
relationship between you and the Global Signal entity or the tower site tenant as applicable.
2. Question: Will Crown Castle reimburse me for legal fees if I choose to have this letter reviewed by an
attorney?
Answer: Crown does not reimburse legal fees unless specifically provided for within your agreement.
3. Question: Should I have been contacted to grant consent to assign my agreement to Crown Castle?
Answer: Because a corporate merger is legally distinguished from an assignment or transfer, the Global
Signal subsidiary with which you have a relationship remains unchanged, although now a subsidiary of
Crown Castle. Therefore, your consent to this transaction is not required.
4. Question: What if I am in negotiations to amend my agreement, sell my property to Global Signal or sell a
perpetual easement to Global Signal per its request?
Answer: Any current negotiations you are engaged in will most-likely continue with your established
contact from Global Signal. Crown Castle intends to honor any agreements that were struck with Global
Signal but not yet completed.
5. Question: After this acquisition Crown Castle will be the largest US tower company, how will this affect the
attention I get regarding my agreement?
Answer: Crown Castle strives to maintain a very positive relationship with its landowners. Our working
relationship is mutually beneficial and everyone in the Crown Castle organization works hard every day to
keep it that way. Crown Castle intends to continue this tradition with the Global Signal landowners. To this
end, Crown Castle has staffed appropriately for additional work during the integration of these towers as
well as the future operating needs.
6. Question: Will all of the history of my agreement be transferred to Crown Castle?
Answer: Crown Castle will receive history and documents from Global Signal that should allow us to
properly administer your agreement.
7. Question: I have moved recently, how do I ensure that my payments are sent to the correct address?
Answer: In order to ensure that all payments are made to the correct party at the correct address, Crown
Castle requires that changes to personal information be requested in writing. To request a change to an
address or other personal information, please send a signed request to the following address:
Crown Castle USA
Attn: Real Estate Administration
2000 Corporate Drive
Canonsburg, PA 15317
8. Question: I have transferred ownership of the property to another party, what steps do I take to convey
this information to Crown Castle.
Answer: Crown Castle requires that changes to property ownership be submitted in writing and with the
proper documentation. These documents are necessary to protect the interests of the landowners and
Crown Castle. Crown Castle must have legal proof of ownership of the land on which its tower is located.
Crown Castle is also required by the IRS to have a W-9 on file for all landowners for tax reporting purposes.
Necessary documentation will vary depending upon the nature of the change of ownership. Below are the
documentation requirements:
Death: Death Certificate, W-9 of new landowner, contact information of new landowner
Divorce: Divorce Decree,W-9 of new landowner, contact information of new landowner
Sale: Deed, W-9 of new landowner, contact information of new landowner
Note that there may be other informational requirements depending upon unique circumstances. Questions
can be submitted in writing to the Real Estate Administration group at the address stated in the answer to
Question 7 above, or by calling the toll-free number 1-866-444-8102.
FREQUENTLY ASKED QUESTIONS:
9. Question: I have misplaced my documentation. How can I get a copy?
Answer: If you are unable to obtain a current copy of your agreement from the local courthouse or local
land records, Crown Castle can provide a copy from our records. Contact us using our toll free telephone
number at 1-866-444-8102.
10. Question: Who should I contact about missed or incorrect payments?
Answer: Crown Castle takes great pride in ensuring that our agreements are effectively administered and
accurate payments are made on a timely basis. If you have a question about the accuracy or timeliness of
a payment contact Crown Castle using our toll free number 1-866-444-8102. Please note that requests will
be prioritized as received.
11. Question: I have a question about the tower itself, who do I contact? How will my issue be resolved?
Answer: If you have any specific concerns with the physical state of the tower, compound, or access road,
please contact our Network Operations Center at 1-800-788-7011. Our operators will route your issue to a
local tower operations manager and will work with you to resolve your issue.
12. Question: What is the land purchase / lease extension program referenced in the letter? How do I get
more information?
Answer: We want to know that all our towers are here for the long term. To help us get there we designed
programs and incentives to either convert your existing tower lease into an easement with a single lump-
sum payment or extend the terms of your lease up to 100 years. These beneficial programs are
designed with you in mind and available at any time. And remember, Crown Castle is able to offer more
for the privilege of using your land than any anyone else. If you want to learn more about these options,
you may visit us at www.crowncastle.com/landowners. If you would prefer to speak with someone to
discuss your individual options, please call our toll-free number at 1-866-444-8102.
13. Question: Will I continue to receive detailed statements with my payments?
Answer: Upon conversion into Crown Castle's accounting system, you will begin receiving the same
statements that Crown Castle's existing landowners will receive.
14. Question: Are direct deposit payments available to me? If I currently receive direct deposit payments, will
they continue?
Answer: Yes, Crown Castle does offer direct deposits for all of its payments. If you would like to enroll in
this program, please contact 1-866-444-8102 to find out more. If you are already receiving direct deposit
payments from Global Signal, you will continue to receive uninterrupted direct deposit payments just as you
have been.
15. Question: I need an insurance certificate, who do I contact?
Answer: Some agreements require the tower company to provide insurance certificates to the landowner.
Crown Castle complies with these terms as required. To request an insurance certificate, please contact
our toil-free phone number at 1-866-444-8102. Your request will be routed to our legal department who will
work with you to provide the required documentation.
16. Question: I have had issues in the past receiving tax reimbursements, how can I be sure that Crown
Castle is going to honor the tax related obligations of my agreement?
Answer: Crown Castle takes great pride in ensuring that our tax obligations are effectively administered
and accurate payments are made on a timely basis. If you have a question about the accuracy of your tax
reimbursement contact Crown Castle's Tax department using its toll free telephone number at 1-866-256-
8895. Please note that requests will be prioritized as received.
17. Question: If I have other questions, who do I contact?
Answer: Crown Castle has established a toll-free number that you can call if you have any additional
questions about your current agreement. If you are unable to call during normal business hours, please call
at your convenience and leave a message with your phone number, name, site number, and a time and/or
date that would work best for us to call back. The toll-free number is 1-866-444-8102.