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HomeMy WebLinkAbout6.3 A RESOLUTION AUTHORIZING THE EXECUTION OF A MASTER LICENSE AGREEMENT FOR THE COLLOCATION OF SMALL WIRELESS FACILITIES LOCATED WITHIN MUNICIPAL RIGHTS-OF-WAY., e t �f Item Cover Page i, i A RESOLUTIONAUTHORIZING MASTER LICENSE AGREEMENT FOR THE COLLOCATIO OF SMALL WIRELESS FACILITIES LOCATED WITHIN MUNICIPAL RIGHTS-OF-WAY. i Meeting October PROSPECT BOARD Impact !I ; AmountPollar s * g _ • _ N/A. ! e g o CONSENT AGENDA Type Consent The Village of Mount Prospect (""Village"") previously enacted a "Small Cell Antenna Ordinance" ("Small Cell Ordinance"") governing the deployment of Small Cel' - Wireless Facilities within the Village. The ordinance was adopted by the Village Board at its August 7, 2018 regular meeting. wireless This Ordinance anticipated the adoption of written attachment agreements with individual telecommunications providers relative to their installation of small facilities Village infrastructure (street An agreement governs a number of topics not specifically covered by the Village Code amendments, including things like the provision of electricity to the sites, what happens when a pole is damaged and the roles of the parties when poles are damaged, procedures governing abandonment of sites by providers, and more. In December of 2016, the Village and Verizon entered into a Master License Agreement ("2016 Agreement""). The enclosed Master License Agreement wil'- replace the 2016 Agreement and serve as the Village's attachment agreement with Verizon for an !' It will automatically 1 if Verizon remains in compliance with agreement provisions and there are no substantive changes in State of Illinois laws regulating the firm's access to municipal rights-of-way. The agreement will govern all of Verizon's small cell installations on Village infrastructure. The 2016 Agreement was entered intit, before Small Wireless Facilities Act and FCC Rules and Regulations were passed. Agrandfathered !ee to e , • Agreement !eee have • expired. ,.tel Historically, the most common collocation request is to install small cell wireless ?ntennas on Village -owned streetlights. For reference, attached is a photograph ?n existing collocation streetlight pole on Rand Road. Public Works staff and the Village Attorney have reviewed both agreements and collectively agree the best interests of the Village are served by entering into the Rttached agreement. Verizon will still be required to apply for site specific permits. Permit applications will be processed by Public Works staff pursuant to the requirements of the Small Cell Ordinance, the Village"s adopted written design standards, and the Master License Agreement. Action Alternatives 1. Pass a resolution authorizing an agreement with Verizon to collocate small cell wireless facilities on Village -owned streetlights and other infrastructure. 2. at the discretion of . ! Board. Staff Recommendation Approve a resolution authorizing an agreement between Chicago SMSA Limited Partnership, an Illinois Limited Partnership., d/b/a Verizon Wireless, and the Village of Mount Prospect authorizing the collocation of small cell wireless facilities on Village -owned streetlights and other utility poles within municipal rights -of - ATTACH M E NTS: Mount Prospect Small Wireless Facility Design Standards.pdf Mount—Prospect---Verizon—Pole—Attachment—Agreement FINAL_. pdf 950 E Rand. photo view of side of pole.jpg Resolution - small wireless verizon. pdf 2 VILLAGE OF MOUNT PROSPECT Small Wireless Facility Design, Stealth and Concealment Standards The following design, stealth and concealment standards provide aesthetic requirements and standards that apply to the placement of all small wireless facilities installed within the public rights-of-way within the Village. Small Wireless Facilities are generally regulated by the Small Wireless Facilities Deployment Act (50 ILCS 840/1 et seq., by federal law, and Chapter 9, Article VIII, "Construction of Utility Facilities in the Rights -of -Way and Chapter 9, Article VIIIA, "Small Wireless Facilities" of the Village's Code of Ordinances. Every small wireless facility to be located within village rights-of-way shall comply with the following standards. A. General Standards for Small wireless facilities: 1. The use of stealth technology in the location and construction of small wireless facilities is required whenever and wherever possible. Stealth technology means using the least visually and physically intrusive design and equipment that is not technologically or commercially impractible under the facts and circumstances, to employ methods that blend into surroundings and not be visible; and to minimize adverse aesthetic and visual impacts on the right-of-way, property, building and/or other facilities adjacent to, surrounding and in generally the same area as the requested location of such small wireless facilities. 2. Small wireless facilities, including but not limited to antennas, equipment enclosures, mounting brackets and hardware, mounting posts, cables, and shrouds, shall be of a color that is identical to the utility pole or of a neutral color compatible with the color of the utility pole and any surrounding elements so as to camouflage or conceal their appearance, create consistency among right-of-way infrastructure, and to make such small wireless facilities as unobtrusive as possible. The Director of Public Works or his or her designee may approve compatible color schemes for antennas and small wireless facilities. Anti -graffiti finishes shall be applied to all Small wireless facilities that may be reachable from ground level. 3. Antennas shall be mounted no less than twelve (12) feet above ground level. 414368_1 3 4. Antennas shall, to the extent technically feasible, be designed and installed to appear hidden within the utility pole or to appear like an original part of the utility pole or wireless support structure. 5. Each antenna not hidden within a utility pole shall be located entirely within a shroud enclosure not more than six (6) cubic feet in volume that is capable of accepting paint to match the approved color of the small wireless facility. 6. Top -mounted antennas and their enclosures shall, unless an alternative designee is approved by the Director of Public Works or his or her designee, be mounted directly above the utility pole or wireless support structure, and shall not extend the diameter of the utility pole or wireless support structure at the level of the antenna attach me nt. 7. Side -mounted small wireless facility antennas within a shroud enclosure and side -mounted small wireless facility equipment enclosures shall be, if possible, flush mounted to the utility pole or wireless support structure at the level of the attachment. If not flush - mounted, metal flaps or "wings" shall extend from the enclosure to the utility pole or wireless support structure to conceal any gap between the between the small wireless facility and the utility pole or wireless support structure. The design of the flaps shall be integrated with the design of the small wireless facility and be the same color. 8. Mechanical equipment and devices shall be, to the extent technically feasible concealed underground or mounted within a concealment box designed as a decorative pole base. Where not technically feasible, small cell facilities or other devices may be mounted directly to the pole a minimum of eight (8) feet above ground level and screened by means of Village -approved banners or other approved concealment methods. Ground mounted mechanical equipment and devices shall only be allowed as provided in the Small Wireless Facilities Ordinance and may be required to be screened with landscaping. 9. In order to minimize visual impact, the wireless provider shall install the smallest suitable wireless facilities then in industry use, regardless of location, for the particular application. 10. Small wireless facilities located on street light poles or traffic control structures shall not block light emanating from the street light fixture 414368_1 4 or otherwise interfere with the purpose of the street light fixture or traffic control structure. 11. Small wireless facilities shall not be located in any area that interferes with traffic, driveways, or pedestrian travel. 12. Small wireless facilities must be located and oriented in a way as to minimize view blockage. 13. Small wireless facilities attached to poles, other than top -mounted antennas, shall be mounted on the side of the utility pole or wireless support structure at a 90 degree angle from the right-of-way and opposite the direction of vehicular traffic along the same side of the right-of-way. 14. Small wireless facilities attached to the utility pole or wireless support structure shall be attached using rigid steel clamping mounts or stainless steel banding to the exterior of any metal pole. All mounts and banding shall be of the same color as the utility pole or wireless support structure, except as otherwise approved by the Director of Public Works. Care should be taken to integrate the mounting elements into the small wireless facility design. Through -bolting or use of lag bolts on Village -owned utility poles is prohibited. 15. All wires or cables serving the small wireless facility, except where such wires or cables attach to the ports of the antenna, shall be located inside conduit and concealed within the hollow interior of the utility pole. If concealment is not technically feasible, flush mounted to an existing utility pole in an enclosed wire chase on which the facilities are collocated. For new utility poles or wireless support structures, all wires and cables serving the small wireless facility shall located inside conduit and concealed within the hollow interior of the utility pole or wireless support structure. 16. All small wireless facilities shall be installed in accordance with all applicable Village codes. No wiring or cabling shall interfere with any existing wiring or cabling installed by the Village, a utility or a wireless services provider. 17. No guy or other support wires will be used in connection with a small wireless facility unless the small wireless facility is to be attached to an existing utility pole or wireless support structure that incorporates guy wires prior to the date the applicant has applied for a permit. 414368_1 5 18. Small wireless facilities shall not be artificially lighted or marked, except as required by law. 19. The small wireless facility, including the antenna, and all related equipment when attached to an existing or new utility pole or wireless support structure, must be designed to withstand a wind force and ice loads in accordance with the applicable standards established in Chapter 25 of the National Electric Safety Code for utility poles, Rule 250-6 and 250-C standards governing wind, ice, and loading forces on utility poles, in the American National Standards Institute (ANSI) in TIA/EIA Section 222-G established by the Telecommunications Industry Association (TIA) and the Electronics Industry Association (EIA) for steel wireless support structures and the applicable industry standard for other existing structures. For any small wireless facility attached to a Village -owned utility pole or, in the discretion of the Village, to a non Village -owned utility pole or wireless support structure, the operator of the small wireless facility must provide the Village with a structural evaluation of each specific location containing a recommendation that the proposed installation passes the standards described above. The evaluation must be prepared by a professional structural engineer licensed in the State of Illinois. 20. The Village will not authorize any attachments of small wireless facilities to a Village -owned utility pole that negatively impact the structural integrity of the pole. The Village may condition approval of the collocation on replacement or modification of the Village -owned utility pole if necessary to meet Village standards. 21. Small wireless facilities shall be located in a manner that meets the Americans with Disabilities Act of 1990 and that does not obstruct, impede or hinder the usual pedestrian or vehicular path of travel. 22. Small wireless facilities collocated on Village -owned utility poles may not use the same power or communication source providing power and/or communication for the existing infrastructure. The wireless provider shall coordinate, establish, maintain and pay for all power and communication connections with private utilities. 23. A four (4) inch by six (6) inch plate with the wireless provider's name, location identifying information, and emergency telephone number shall be permanently fixed to the small wireless facility equipment 414368_1 6 enclosure or shroud. Any manufacturer logos or decals on that may be visible to the public shall be removed or painted over. 24. Small wireless facility equipment not mounted on a utility pole or wireless support structure shall be installed underground. If undergrounding is not possible, landscaping shall be required to help mitigate the effects of the installation of any ground -mounted equipment. 25. Alternative measures for concealment may be proposed by the wireless provider and approved by the Director of Public Works or his or her designee, if the Director of Public Works or his or her designee determines that the optional measures will be at least as effective in concealing the small wireless facilities as the measures required above. 26. Wireless providers shall comply with the design and construction standards that are generally applicable to utility installations in the public right-of-way, as required by the Village's Code of Ordinances, Chapter 9, Article VIII, "Construction of Utility Facilities on the Public Rights-of-way", as well as these standards, any other written design standards for decorative utility poles, or reasonable stealth, concealment, and aesthetic requirements that are otherwise identified by the Village in an ordinance, written policy adopted by the Village Board of Trustees, in the Village's comprehensive plan, or in another written design plan that applies to other occupiers of the rights-of- way, including on a historic landmark or in a historic district. B. Replacement of Existing Street Light Poles The following standards apply when replacing an existing street light pole with a combination small wireless facility and street light pole. Such replacements should only be located where an existing street light pole can be removed and replaced, or at a new location where it has been identified that a street light is necessary. All such replacements shall meet the following standards: 1. All replacement street light poles shall be the same design, material, and color as the replaced existing street light pole and other poles within the immediate area, unless an alternative design is approved by the Director of Public Works or his or her designee. 414368_1 7 2. All replacement street light poles and pole foundations shall conform to the Village's standards and specifications for street light design and construction. 3. Replacement street light poles shall be placed in the same location as the original pole, or upon approval, at an equal distance from other street light poles within the same right of way based upon the average distance between existing street light poles within the designated area. 4. Street light poles shall be designed and engineered to support a luminaire and mast arm of length equal to that of the existing pole to be replaced or of a length approved by the Director of Public Works or his or her designee based upon the location of the replacement street light pole. 5. All luminaires and mast arms shall match the arc and style of the original luminaire and mast arm, unless otherwise approved by the Director of Public Works or his or her designee. 6. The replacement luminaire and mast arm shall be at the same height above the ground as the existing luminaire and mast arm. 7. All replacement street light poles shall have new light fixtures of the same manufacturer, model and light output as the removed fixture and nearby light fixtures, or as otherwise approved by the Director of Public Works or his or her designee. 8. Replacement street light poles shall have a five (5) year manufacturer's replacement warranty. 9. Replacement street light poles shall meet American Association of State Highway and Transportation Officials structural guidelines for roadway applications and the American National Standards Institute requirements for vibrations. 10. Street light pole height shall be measured from the ground to the top of the street light pole. 11. All replacement street light pole heights shall be consistent with those of existing street lights. 12. The small wireless facility components shall be sized appropriately to the scale of the street light pole. 414368_1 8 13. A decorative transition shall be installed over the equipment enclosure upper bolts, or a decorative base cover shall be installed to match the equipment enclosure size. All hardware connections shall be hidden from view. Each street light pole component shall be architecturally compatible to create a cohesive aesthetic. 14. Replacement street light poles shall continue to be owned by the Village. C. Installation of new wireless support structures, where allowed. 1. There is a Village preference for new wireless support structures to function as a street light as well, where deemed to be advisable by the Director of Public Works or his or her designee at a particular location, or to have the ability to be modified for street light use at the Village's discretion. 2. A new wireless support structure shall be designed to minimize the visual and aesthetic impact of the new vertical element and associated small wireless facilities upon the surrounding area and shall blend in with the surrounding streetsca pe with minimal visual impact. The Village may require a new wireless support structure to be constructed of a specific material that will enhance the stealth and concealment of the structure. 3. New wireless support structures shall match the design, type, material and color of existing utility poles, including street light poles, within the immediate area, except as otherwise approved by the Director of Public Works or his or her designee. 4. Within residentially zoned areas, new wireless support structure installations shall be located where the shared property line between two residential parcels intersects the right-of-way whenever possible, unless an unsafe condition, cluttered appearance, or other violation of these standards will result. 5. New wireless support structures shall be equal distance from other utility poles based upon the average distance between existing utility poles within the designated area. If a new wireless support structure cannot be located the average distance from other utility poles, a new wireless support structure may be approved if such wireless support structure is designed as a stealth pole. 414368_1 9 6. The centerline of a new wireless support structure shall be in alignment with existing utility poles where present, or with street or parkway trees along the same side of the right-of-way. 7. Unless otherwise approved by the Director of Community Development or his or her designee, new wireless support structures shall be located a minimum of twelve (12) feet from driveway aprons, a minimum of five (5) feet from existing underground utility pipes owned by the Village, including but not limited to sanitary sewer, storm sewer and water main installations, and a minimum of ten (10) feet from other utility structures and appurtenances (fire hydrants, manholes, valves, etc.). 8. New wireless support structures shall be sited outside the critical root zone of existing trees having a three (3) inch diameter at breast height located in the immediate vicinity. 9. The outside diameter of any new wireless support structure shall not exceed the diameter of existing utility poles located within 300 feet of the location of the new wireless support structure. 10. New wireless support structures, inclusive of any antenna attachment, shall not exceed the heights as authorized by Chapter 9, Article VIIIA of the Village Code. 11. New wireless support structures shall be round in shape with a smooth pole shaft. 12. New wireless support structures incorporating pole -mounted small wireless facilities shall be tapered in diameter from the base to the top, with a maximum diameter of twelve (12) inches at the base and a maximum diameter of eight (8) inches at the top, unless an alternative design is approved by the Director of Public Works or his or her designee. Incorporation of equipment within an equipment enclosure in the base or other portion of the structure is preferred. 13. New wireless support structures incorporating small wireless facilities in an equipment enclosure within a base may utilize poles tapered in diameter or poles having a consistent outside diameter, unless an alternative design is approved by the Director of Public Works or his or her designee. 414368_1 10 14. All new wireless support structures must be supported with a reinforced concrete foundation designed, stamped, sealed and signed by a professional engineer licensed and registered in the State of Illinois, and subject to the approval of the Director of Public Works or his or her designee. 15. All anchor bolts must be concealed from public view, with an appropriate pole boot or cover powder -coated to match the wireless support structure color. 16. If multiple requests are received to install two (2) or more wireless support structures in approximately the same location, in a manner that would violate these requirements or other Village requirements, the Village shall resolve such conflict through whatever reasonable and nondiscriminatory manner it deems appropriate. D. Historic Districts and Landmarks: For areas designated as historic districts, or on buildings or structures designated as historic landmarks, in addition to the stealth, concealment and design requirements referenced above, the following additional restrictions/conditions apply to the installation of small wireless facilities: 1. Small wireless facilities and wireless support structures shall be comprised of materials that are consistent with the surrounding elements so as to blend architecturally with any buildings or structures designated as historic landmarks or located within a designated historic district, and shall be designed to blend with the surrounding historical landmarks and/or district in design and color. 2. No ground -mounted equipment enclosures shall be permitted within a designated historic district except as approved by the Village as stealth installations. 3. Small wireless facilities shall not be mounted upon Village -owned ornamental street lights except in cases where the equipment enclosure is concealed within the base of the ornamental street light, and the antenna and its related shroud is incorporated in a seamless enclosure on the top of the ornamental street light, pursuant to these design standards and as approved by the Director of Public Works or his or her designee. 414368_1 11 MASTER LICENSE AGREEMENT FOR THE COLLOCATION OF SMALL WIRELESS FACILITIES LOCATED WITHIN THE MOUNT PROSPECT MUNICIPAL RIGHTS OF WAY This MASTER LICENSE AGREEMENT ("Agreement") is made and entered into by and between the Village of Mount Prospect, an Illinois municipal corporation ("Licensor"), and Chicago SMSA Limited Partnership d/b/a Verizon Wireless, an Illinois limited partnership whose principal place of business is One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920, ("Licensee"). Licensor and Licensee are at times collectively referred to hereinafter as the "Parties" or individually as the "Party." WHEREAS, the Licensor intends to promote the expansion of communications services in a manner consistent with, for example, the 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, and Federal Communication Commission Regulations; and WHEREAS, Public Act 100-585, known as the Small Wireless Facilities Deployment Act, approved by the Governor on April 12, 2018, with an effective date of June 1, 2018, acts to impose certain additional requirements on municipalities, including the Licensor, regarding the permitting, construction, deployment, regulation, operation, maintenance, repair and removal of certain defined Small Wireless Facilities both within public rights-of-way and in other locations within the jurisdiction of the Licensor; and WHEREAS, the Small Wireless Facilities Deployment Act and Chapter 9, Article VIIIA of the Village's Code of Ordinances, provide that Small Wireless Facilities attached to a utility pole or wireless support structure owned by the Licensor within the public rights- of-way are subject to an attachment agreement; and WHEREAS, the Corporate Authorities of the Licensor have determined that the establishment of an attachment agreement for Small Wireless Facilities mounted on utility poles or wireless support structures owned by Licensor in public Right -of -Ways, will properly facilitate and manage the deployment of Small Wireless Facilities within the Licensor's jurisdiction; and WHEREAS, regulation of the deployment of said Small Wireless Facilities can be accomplished through the use of site-specific permitting, managed and controlled by staff, but only after a Licensee agrees to the terms of this Agreement; and WHEREAS, the Licensee desires to install, maintain, and operate Small Wireless Facilities in and/or upon certain of Licensor's utility poles or wireless support structures. NOW THEREFORE, based upon the consideration recited herein and the granting of Site Specific Permits, the Licensee and the Licensor agree to abide by the terms and conditions of this Agreement as follows: 422007_1 12 1.0 Recitals. The recitals set forth above are incorporated herein and made part of this Agreement as representing the intent of the Parties, and as substantive covenants and conditions. 2.0 Definitions. 2.1 The capitalized terms used herein, unless specifically defined within Section 2.2 of this Agreement, are the terms defined in the Small Wireless Facilities Deployment Act ("Act") and Chapter 9, Article VIIIA of the Village's Code of Ordinances, as amended. 2.2 The following definitions are specific to this Agreement and are not found in the Act. "Act" shall mean the Small Wireless Facilities Deployment Act. "Agreement" or "License Agreement" shall mean this Agreement. "Annual License Fee" means the annual rate described in Section 6.2 of this Agreement. "CFR" means the Code of Federal Regulations. "Entity" means any natural individual, firm, trust, estate, partnership, association, joint stock company, joint venture, corporation, limited liability company, unit of local government, a receiver, trustee, guardian or other representative appointed by order of court, or any other legally recognized organization, whether for-profit or not-for-profit. The Licensor shall not be considered a "Person" or "Entity" for purposes of this Agreement. "Effective Date" means the date this Agreement is executed by the last Party to sign following approval by the Licensor's Village Board. "Law(s)" means any applicable statute, administrative or judicial act, decision, charter, code, constitution, law, opinion of a court of competent jurisdiction, court order, ordinance, policy, regulation, including procedures and the conditions of certificates as prescribed by regulation, rule, schedule, specification, rates and tariffs as established in statute, rules, or regulation, or other requirement of the Licensor or any other unit of government or agency of a unit of government having joint or separate jurisdiction over the Licensee, now or hereafter in effect, during the term of this Agreement. The term Laws includes the Licensor's Right of Way Ordinance, Chapter 9, Articles VIII of the Code of Ordinances and Small Wireless Facilities Ordinance, Chapter 9, Article VIIIA of the Code of Ordinances. "Licensor Representative" means the then -current person at the Licensor that oversees administration of this Agreement, or his/her designee. "Permit Drawing and Specifications" means documents submitted by a Licensee, in conformance with the requirements of the Licensor, for a Site -Specific 422007_1 13 Permit Application which depict the design, construction, installation, and maintenance of any Small Wireless Facility. "Site -Specific Location" means a location which qualifies, under this Agreement, for the placement of, or which contains, Small Wireless Facilities allowed under a Site -Specific Permit. "Site -Specific Permit or Permit" means a non-exclusive permit granted by the Licensor allowing the installation of Small Wireless Facilities at a Site -Specific Location. "Site -Specific Permit Application" means the application for a permit for the installation of Small Wireless Facilities at a Site -Specific Location. "Unauthorized Communication Site" means the installation of a Small Wireless Facility or Utility Pole within the corporate limits of the Licensor or the Licensor's Comprehensive Planning Area without a permit or any Work not specifically authorized by the Corporate Authorities of the Licensor or in conformance with applicable law. An Unauthorized Communication Site shall not include any site where Licensee has, in good faith, performed Work as specifically authorized by an issued Site Specific Permit, applicable law, or otherwise authorized by the Corporate Authorities of Licensor. "Unauthorized Installation Charge" means the penalty payable by Licensee to Licensor under this Agreement for an Unauthorized Communication Site. "Work" means all design, construction, restoration, maintenance, removal, repair, relocation, or modification of any Small Wireless Facility, utility pole or wireless support structure installed by or on behalf of the Licensee. 3.0. Term. 3.1. Initial and Extension Terms. This Agreement shall apply to all Small Wireless Facilities proposed, permitted and installed at Site -Specific Locations on Utility Poles or Wireless Support Structures owned by the Licensor pursuant to Chapter 9, Article VIIIA of the Code of Ordinances. The initial term of this Agreement shall be 5 years ("Initial Term") commencing on the Effective Date, unless earlier terminated in accordance with this Agreement. The term of this Agreement shall be extended for an additional 5 year period (each, an "Extension Term") commencing on the expiration of the initial term, provided that: 3.1.1. Licensee has not provided the Licensor with a written notice of its intent to terminate the Agreement at the end of the initial term without renewal; and 3.1.2. The Licensee is in compliance with the provisions of this Agreement and applicable Laws; and 3.1.3. There has not been any change in the Law that materially affects the provisions of this Agreement or its enforceability 3.1.4. The Licensor or Licensee has not otherwise terminated this Agreement in accordance with its provisions. 422007_1 14 3.1.5. The Act has not been repealed or been found to be unconstitutional by a court of law; a n d 3.1.6. The Act did not sunset on June 1, 2021. Up to two (2) additional five (5) year extension terms (the "additional extension terms") may be entered into by written mutual agreement of the Parties following the initial extension term, subject to 3. 1.1 through 3.1.6 above, except that the notice from Licensee as specified in 3.1.1 will propose an additional extension term, and any such additional extension term shall be subject to the applicable Village code provisions or regulations in effect at the time of renewal. The Parties acknowledge that in the event this Agreement is not renewed by mutual agreement of the Parties for a first or second additional extension term, the Parties shall enter into a new agreement applicable to site-specific permits applied for after the termination date, subject to the applicable Village Code provisions or regulations in effect at that time. 3.2 New Agreement/Holdover. A Licensee may enter into a new License Agreement with the Licensor no later than six (6) months before the expiration of the Agreement (or any extensions or additions thereof), based upon the License Agreement then in effect or in accordance with such other contract rates, terms and conditions, or ordinances that may be adopted by the Licensor from time to time. If upon expiration of the Agreement or any extension term or additional extension terms, the Parties fail to negotiate the renewal of a new License Agreement, and the Licensee fails to comply with Section 3.3, the Licensee shall be deemed to holdover and shall otherwise be liable to perform its obligations of the terms and conditions of the License Agreement as well as payment of the holdover amount set forth in Section 7.1 of this Agreement. No holdover shall exceed six (6) months. 3.3 Non -Renewal. If the Site Specific Permit is expired or is terminated, then the Licensee, at its option, shall do one of the following, except to the extent prohibited by applicable Laws: 3.3.1 Remove the Licensee's Small Wireless Facilities at its sole cost and expense within sixty (60) days of the expiration date of the applicable Site Specific Permit. If the Licensee fails to remove the Small Wireless Facilities by said date, the Licensor may in its discretion remove said facility pursuant to Section 7.2 herein; or 3.3.2 Without cost or charge to the Licensor, abandon the Licensee's Small Wireless Facilities in place, but only if the Licensor first approves the proposed abandonment, in writing; including conditions applicable to the abandonment. In the case of an approved abandonment in place, the Licensor may at its discretion remove said Small Wireless Facility pursuant to Section 7.2 herein; or 3.3.3 Sell the Licensee's Small Wireless Facility to a qualified third -party subject to the Licensor's prior written approval; which will not be unreasonably withheld. 3.3.4 Upon the occurrence of any circumstance set forth in this Section 3.3, this Agreement shall be deemed terminated except as to the indemnification and hold harmless provisions which shall survive until all statutes of limitations and repose applicable to a casualty occurring during the license 422007_1 15 term have expired. If a Small Wireless Facility has time remaining on its Site Specific Permit term, then the provisions of this Agreement remain in place during the remaining time on those Site Specific Permits but there shall be no right to an extension unless a new License Agreement is negotiated. 3.4 Termination. Except as otherwise provided herein, either party may terminate this Agreement for cause, as defined herein, upon thirty (30) days written notice sent by the non -breaching party to other party. In the event of a termination for cause, the either party may exercise its legal rights and/or equitable remedies either under this Agreement or by any other means that may be provided by law or equity, including the right, without limitation to recover any uncollected license or permit application fees that would be due and payable by the Licensee to the Licensor if this Agreement had not been terminated during the initial or extension term. 3.4.1 A termination for cause means 1) The Licensee fails to cure a material default of this Agreement within thirty (30) days after it receives the Licensor's notice of default, or, if the default can be cured and such cure reasonably requires more than thirty (30) days to achieve, fails to commence and thereafter diligently continue such cure to completion within a reasonable period of time; or 2) Any agency exercising jurisdiction over the Licensee has by final order that is no longer subject to appeal, terminated or otherwise revoked the Licensee's approval, authorization, certification or license to provide the Wireless Services or Small Wireless Facilities; 3) The Licensee installs or causes to be installed five (5) or more Unauthorized Communication Sites during any five (5) year term. However, cooperation with other agencies/jurisdictions to comply with their laws and procedures (as set forth in Section 4.1.2 "Compliance with Laws" and Section 8.1 "Provision of Communication Services") shall not be an event of default or basis for termination, provided no installation is done before Licensor authorization. A termination or revocation that affects specific sites only will result in the termination of the applicable Site -Specific Permit(s) only, while a general termination or revocation affecting Licensee's ability to provide Wireless Services or Small Wireless Facilities in general will result in a termination of the entire Agreement. 3.4.2 Removal upon Termination for Cause. Upon establishment of termination for cause and after the expiration of the time period set out in Section 3.4.1 above, Licensor may terminate such Site Specific Permits that are the cause of the termination for cause as set forth in Section 3.4.1. If the Licensee has failed within ninety (90) days from the Effective Date of termination for cause to remove or cause removal of the Licensee's Small Wireless Facilities which are subject to the termination for cause, the Licensor may at its discretion remove said Facility pursuant to Section 7 herein. 3.5 Changes in the Law. The Parties acknowledge that Communications Services, and Wireless Services and the law associated with communications services and wireless services is evolving at the Federal, State and local level. If during the initial term or extension term the Laws are superseded, preempted, adopted, amended or repealed in a manner that is binding on the Parties and that requires the Parties to alter existing Agreements, the Parties shall negotiate an amendment to this Agreement to the extent necessary to comply with any new Law affecting existing agreements. 4.0. Grant and Scope of License. 422007_1 16 4.1 Grant of License. Subject to the terms and conditions of this Agreement, the Licensor grants to the Licensee and, the Licensee accepts from the Licensor, a non- exclusive license to submit Site -Specific Permit Applications to install, and, upon installation pursuant to a valid Site -Specific Permit, to use, operate, maintain, repair, remove, reattach, reinstall, relocate, and replace Licensee's Small Wireless Facilities pursuant to said permit. All rights and obligations of the Licensee under this Agreement shall be exercised by the Licensee at its sole cost and expense unless otherwise agreed to in writing by the Parties or as otherwise required by the Laws. 4.1.1. Site -Specific Permit. The Licensee shall prior to performing any Work to install a Small Wireless Facility, submit a Site -Specific Permit Application to the Licensor, and receive from the Licensor a Site -Specific Permit to occupy the Site -Specific Location with the Small Wireless Facilities pursuant to Chapter 9, Article VIIIA of the Village Code of Ordinances. 4.1.2. Compliance with Laws. The installation, use, operation, maintenance, repair, removal, reattachment, reinstallation, relocation, and replacement of any Small Wireless Facilities shall comply with all Laws. 4.1.3. License Only. Nothing in this Agreement or in a Site -Specific Permit shall be deemed to grant, convey, create, or vest in the Licensee a property right or perpetual interest in the Utility Poles, Wireless Support Structures, land or the rights-of-way of the Licensor including, without limitation, any fee interest, leasehold interest, easement, or franchise right. Any interpretation of this license or a Site -Specific Permit by a Court, which would purport to create any fee, leasehold, easement, or franchise interest in the Licensee shall, twenty-four (24) hours after such determination, result in the Licensee's forfeiture of any and all rights under this Agreement or any Site -Specific Permit. 4.1.4 No Warranty. Neither the Licensor, nor any existing easement holder, franchisee, or other licensee shall be liable to the Licensee for failure of the Licensor or the others to secure legal authority from a grantor of an easement affecting the installation of Small Wireless Facilities. It shall be the obligation of the Licensee to ascertain any legal right held by any servient estate of an easement affecting the proposed or existing Small Wireless Facilities and to resolve those issues with the owner of the servient estate. 4.2. Immunities. Nothing in this Agreement shall be interpreted to override, compromise or waive any of the Licensor's statutory or common-law privileges or immunities which are all specifically reserved. There are no third -party beneficiaries of this Agreement. 4.3. Authorized Use. The Licensee shall use Licensee's Small Wireless Facilities for the sole purpose of providing Communications Services and Wireless Services and may only install, use, operate, design, construct, restore, maintain, remove, repair, relocate, or modify Licensee's Small Wireless Facilities as authorized by the Site - Specific Permit and/or applicable Laws. 4.4. Control of Facilities. Licensee's Wireless Service Providers may own the equipment installed in the Small Wireless Facilities, but in no event shall Licensee allow any other Entity to control the Licensee's Small Wireless Facilities or any portion thereof for any purpose not directly related to the Licensee's provision of Communications Services or Wireless Services. Licensee shall have no authority to assign, sell or transfer a Site -Specific Permit without the written consent of the Licensor, unless such 422007_1 17 assignment, sale or transfer is made to an affiliate of the Licensee. The Licensee is at all times liable and responsible for the obligations of this Agreement. Additionally, the Licensee shall require its Wireless Service Providers to acknowledge this Agreement and that any and all Wireless Service Providers shall be responsible for complying with the terms of this Agreement and any Site Specific Permits in the event the Licensee fails to do so. 4.5. Condition of Premises. As a material part of the consideration for this Agreement, Licensee takes and accepts the Licensor's Utility Poles, Wireless Support Structures and Rights -of -Way "as is" in the condition in which the Licensee finds them, with any and all latent and patent defects and with no express or implied warranties by the Licensor of merchantability, fitness, suitability, or fitness for any particular purpose. The Licensee shall have the right to inspect the Utility Poles, Wireless Support Structures, and Rights -of -Way prior to installing the Small Wireless Facilities. The Licensor will be responsible for the regular maintenance of the Utility Poles, Wireless Support Structures and Rights -of -Way and will keep the Utility Poles, Wireless Support Structures and Rights -of -Way in good repair as required by all Laws. The Licensee shall be responsible for repairing any damage to the Rights -of -Way, Wireless Support Structures, or Utility Poles that is disturbed or damaged as a result of the installation, construction, reconstruction, use, operation, maintenance, repair, removal, reattaching, reinstallation, relocation or replacement of the Small Wireless Facilities. The Licensor shall have the right to temporarily remove or require the Licensee to temporarily remove the Small Wireless Facilities in order to maintain the Utility Poles, Wireless Support Structures and Rights -of -Way, at the Licensee's sole cost and expense. In the event that the Small Wireless Facilities are temporarily removed in accordance with the preceding sentence and such removal shall last longer than seven (7) days, Licensor will work in good faith to identify an alternative location for Licensee to temporarily locate its Small Wireless Facilities in order to minimize interruption to Licensee's business which, subject to the approval of the Licensor, may include the installation of temporary poles or other methods which are necessary for Licensee to continue providing Wireless Services. 4.6 Interruption of Service. The Licensor shall not be liable to the Licensee, its customers, or anyone else for the interruption of service of the Licensee or any interference with the operation of the Licensee's Small Wireless Facilities. Notwithstanding the foregoing, Licensor shall use its best efforts to avoid the authorization of any other Entity to install equipment of the type and frequency that will cause harmful interference, measured in accordance with then -existing industry standards, to Licensee's then -existing Small Wireless Facilities unless the interruption is for public safety purposes, local government, or other public purpose. In the event that Licensee has a good faith belief that such interference is occurring, the parties shall work in good faith to minimize or cease the interference in a commercially reasonable manner. 4.7 Electrical. Licensee shall be permitted to connect Small Wireless Facilities to necessary electrical and telephone service, at Licensee's sole cost and expense. Licensee shall attempt to coordinate with applicable utility companies to provide separate service to Licensee's Small Wireless Facilities for Licensee's use. In the event that Licensee can obtain separate electrical service with a separate meter measuring usage, the Licensee shall pay the utility directly for its power consumption, if billed directly by 422007_1 18 the utility. In the event that separate electrical service is not possible or practical under the circumstances, Licensee may use existing service, at Licensee's sole cost and expense, upon the reasonable approval of Licensor. In the event that Licensee uses existing utility service at an individual Utility Pole or Wireless Support Structure, the Parties agree to either: i) attempt to have a submeter 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 Site Specific Permit which shall cover Licensee's utility usage. The Parties agree to reflect power usage and measurement issues in each applicable Site Specific Permit. Licensee shall be permitted at any time during the Term of each Site Specific Permit, to install, maintain and/or provide access to and use of, as necessary (during any power interruption at the Utility Pole), a temporary power source, and all related equipment and appurtenances within the Utility Pole, or elsewhere on the Utility Pole in such locations as reasonably approved by Licensor. Licensee shall have the right to install conduits connecting the temporary power source and related appurtenances to the Utility Pole. In the event such conduits affect the life expectancy of the Utility Pole, an additional fee that reflects the replacement cost of the Utility Pole may be assessed by Licensor after providing written notice to Licensee. 4.8 General Restrictions. 4.8.1. Removal, Relocation or Replacement of Utility Pole. In the event Licensor, in its reasonable discretion deems it necessary to remove, relocate or replace a Utility Pole, Licensor shall notify Licensee at least one hundred eighty (180) 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 Site Specific Permit. 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 of the removal, relocation or replacement of a Utility Pole as reasonably practical under the circumstances. 4.8.2. Damage to Utility Pole. In circumstances where the Utility Pole is damaged, the Licensor shall have the right to remove the Utility Pole and transport the Small Wireless Facilities to the Licensor's facilities. The Licensor shall notify the Licensee of the damaged Utility Pole as soon as reasonably practical. The Licensor shall have discretion to replace the Utility Pole, as set forth in Section 4.8.1. The Licensee shall be solely responsible for all costs related to the removal and/or reinstallation of its Small Wireless Facilities. If the utility pole needs to be replaced, and the utility pole to be replaced is or was a non- standard design or type in order to accommodate the Licensee's Small Wireless Facility, and recovery from the liable party who damaged the pole is not available, the Licensee shall be solely responsible for the incremental costs of the replacement utility pole over the cost of a standard pole. 422007_1 19 4.8.3. Right -of -Way Only. This Agreement shall only apply to Site -Specific Permits for Small Wireless Facilities located on Licensor Utility Poles and Wireless Support Structures that are located entirely within the Right -of -Way. 5.0. Other Rights and Obligations of Licensee. 5.1. Rights and Obligations after Installation of Small Wireless Facilities. Except as set forth in this Section or as allowed by applicable Laws, should Licensee wish to modify the form, fit, or function of any Small Wireless Facility during the term of this Agreement, Licensee may request, in writing, the Licensor's approval and authorization to add, attach, install, move, repair, replace, or otherwise alter or change the Licensee's Small Wireless Facilities in a manner consistent with this Agreement and with the Act and Chapter 9, Article VIIIA of the Village's Code of Ordinances. All written requests for this purpose shall be filed with the Licensor's Representative, who may revise the Site - Specific Permit for such Work subject to appropriate reasonable conditions, or require a new permit. All Work on the Utility Poles shall comply with the applicable Laws, including the Municipal Code. 5.1.1. Routine Maintenance The Licensee shall not be required to obtain approval or a permit to perform routine maintenance. However, the Licensee shall notify the Licensor, in writing, of any routine maintenance at least forty-eight (48) in advance of the maintenance. Written notice of routine maintenance shall be provided as set forth in Section 13.19, by phone to the Director of Public Works at 847-870-5640 or by e-mail transmission to sdorsey@mountprospect.org.]. 5.1.2. Replacement of Small Wireless Facilities If the Licensee is seeking to replace a Small Wireless Facility with a Small Wireless Facility that is substantially similar and the same size, or smaller, than the existing Small Wireless Facility, the Licensee does not need to receive written authority or any additional permits from the Licensor. At least ten (10) days prior to the planned replacement, the Licensee shall notify the Licensor of the planned replacement and provide the Licensor with (i) the equipment specifications for the replacement of equipment, which shall include the equipment type and model numbers for the antennas and all other wireless equipment associated with the replacement Small Wireless Facility; and (ii) information sufficient to establish that the replacement Small Wireless Facility is substantially similar. The Licensee shall provide all information necessary and requested by the Licensor to establish to the Licensor that the replacement Small Wireless Facility is substantially similar. 5.1.3. Micro Wireless Facilities The installation, placement, maintenance, operation, or replacement of Micro Wireless Facilities, as defined in the Act, that are suspended on cables that are strung between existing utility poles in compliance with applicable safety codes do not require an application or authorization from the Licensor. However, the Licensee shall still notify the Licensor, in writing, of any work on Micro Wireless Facilities under this subsection at least forty-eight (48) in advance of that work. 5.1.4 Traffic Plan If any of the work performed in this Section involves activities that affect traffic patterns or require lane closures, the Licensor may require the Licensee to obtain a Right -of -Way permit. 422007_1 20 5.2. Due Care. Licensee shall at all times use due care to insure that no damage, beyond reasonable wear and tear, is caused to Utility Poles, Wireless Support Structures, Rights -of -Way, or Licensor Facilities, conduits, or any other portion of the Licensor's or others' property, including but not limited to: ground surfaces, landscaping, paved surfaces, swales, sewer drainage features, fibers, wires, cables, poles and/or conduits lawfully located on or about Utility Poles, or other physical structures on which the Licensee intends to attach and/or install Licensee's Small Wireless Facilities. Any damage which is caused by the Licensee shall be reported to the Licensor's emergency contact listed in Section 13.19 herein and in writing to the affected Party within forty-eight (48) hours of the damage. Licensee shall install, use, operate, maintain, repair, remove, reattach, reinstall, relocate, and replace its Small Wireless Facilities in safe condition and good repair and in compliance with the requirements and conditions of this Agreement, and applicable Laws. 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. 5.3. Identification of Facilities. Licensee shall identify its Small Wireless Facilities, including, without limitation, its fibers, wires, and cables and equipment enclosures with appropriate durable visible identification tags that describe the Licensee's name, number, color, identification, code, size, and manufacture of Licensee's Small Wireless Facilities. Licensee shall consult with the Licensor Representative to make certain that such identification tags are specific to the Licensee so as not to be confused with other Entities lawfully within the area of Licensee's Small Wireless Facilities. Licensee shall comply with J . U . L. I . E protocol and shall have sole responsibility to locate Licensee's Small Wireless Facilities. Upon a change in ownership or control of Small Wireless Facilities, the new Entity shall provide updated identification tags within fourteen (14) days. 5.4. Interference. Licensee agrees that its license is subject at all times to the Licensor's right to use its Utility Poles and Wireless Support Structures as set forth in this Agreement. The Licensee's operation of Small Wireless Facilities shall not interfere with the frequencies used by a public safety agency for public safety communications, both present and future frequencies. Unacceptable interference will be determined by and measured in accordance with industry standards and the FCC's regulations addressing unacceptable interference to public safety spectrum or any other spectrum licensed by a public safety agency. In the event any after -installed Licensee's Small Wireless Facilities cause such interference, and after Licensor has notified Licensee in writing of such interference, Licensee, at its sole expense, will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, powering down such Small Wireless Facilities and later powering up such Small Wireless Facilities for intermittent testing. The Licensor may terminate a permit for a Small Wireless Facility based on such interference if the Licensee is not making a good faith effort to remedy the problem. With respect to interference with public safety frequencies, good faith effort must be action in a manner consistent with the abatement and resolution procedures for interference with public safety spectrum established by the FCC including 47 CFR 22.970 through 47 CFR 22.973 and 47 CFR 90.672 through 47 CFR 90.675. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the 422007_1 21 provisions of this Paragraph and therefore, either Party shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific performance. 5.4.1 Subject to the provisions of Section 5.4, Licensee agrees to use its best efforts to minimize any interference caused by its Small Wireless Facilities to any of Licensor's or other Entity's equipment which has been installed prior to Licensee's install of its Small Wireless Facility. In the event that Licensor has a good faith belief that Licensee's Small Wireless Facilities are causing interference in accordance with this Section 5.4.1, the parties shall work in good faith to minimize or cease the interference in a commercially reasonable manner. 6.0. Costs and Application Process 6.1. Make Ready Work: 6.1.1. For Licensor's Utility Poles that support aerial facilities used to provide communications services or electric service, the Licensee shall comply with the process for make-ready work under 47 U.S.C. 224 and its implementing regulations. The Licensee shall be responsible for all costs associated with make-ready work. The good faith estimate of the municipality for any make-ready work necessary to enable the Utility Pole to support the requested collocation shall include municipality pole replacement, if necessary. 6.1.2. For Licensor's Utility Poles that do not support aerial facilities used to provide communications services or electric service, the Licensor shall prove a good -faith estimate for any make-ready work necessary to enable the Utility Pole to support the requested collocation, including pole replacement, if necessary, and shall provide the good faith estimate within ninety (90) days after receipt of a complete application. The Licensee shall be responsible for all costs associated with make-ready work. 6.1.3. Fees for make-ready work, including any Licensor Utility Pole replacement, shall not exceed actual costs or the amount charged to Communications Providers for similar work. Make-ready work can include fees and expenses incurred for review by consultants, unless the Licensor's Utility Pole does not support aerial facilities used to provide communications services or electric service. 6.1.4 Make-ready work may include work needed to accommodate additional public safety communications needs that are associated with the deployment of public safety equipment for attachment within one (1) year of the application. 6.2. Annual License Fee. The Licensees shall pay, on an annual basis, an Annual License Fee for each Site -Specific Location in the amount of $200 or an amount allowed by applicable law and set forth in the Village's Small Wireless Facilities Ordinance. In establishing The Annual License Fee, Licensor shall comply with applicable Laws. 6.3 Timing of Annual License Fee Payments. Upon the final inspection of a Site -Specific Permit the Licensee shall pay the full Annual License Fee for that Site - Specific Location. Annual License Fees, for all Site -Specific Locations, shall thereafter be due and payable by the Licensee on January 1St of each year. 6.4 Late Payment Interest. Any Annual License Fees not paid within 60 days of due date will be assessed a rate of 10% per annum from the due date. 422007_1 22 6.5. Failure to Pay. Licensee's failure to pay any costs or Annual License Fees under this Agreement within thirty (30) days of the due date shall constitute a material default. Licensee's obligation to pay all previously incurred costs, fees, and Right -of -Way fees shall survive the expiration or earlier termination of this Agreement. If a failure to pay has not been cured within thirty (30) days of the due date, the Licensee shall remove Licensee's Small Wireless Facilities within the timeframe specified in Section 3.3.1. Licensee's failure to remove within the time required will authorize the Licensor at its discretion to remove said facility pursuant to Section 7 herein. 6.6 Application Process. Licensee shall submit applications for Site Specific Permits in accordance with the requirements of applicable Laws, including the Village's Code of Ordinances. Licensor shall process requests for the collocation of Small Wireless Facilities or Site Specific Permits in accordance with the requirements of applicable Laws, including the Village's Code of Ordinances. 7.0 Removal of Small Wireless Facilities 7.1. Licensee's Obligation to Remove. The Licensee has an obligation to remove its Small Wireless Facilities, and restore the Utility Pole, Wireless Support Structures, and Rights -of -Ways to their original condition, reasonable wear and tear and casualty damage excepted. This obligation arises: (1) upon the termination or expiration of any Site Specific Permit; (2) when the Licensee is no longer using a Small Wireless Facility to provide Wireless Services; or (3) when the Licensee abandons the Small Wireless Facilities. All of the equipment and Small Wireless Facilities of the 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 Licensee remains on the Property after termination of the Site Specific Permit for a period of less than six months, Licensee shall pay a holdover fee it the amount of $250 per year until such time as the removal of the Small Wireless Facilities is completed. If Licensee remains on the Property for more than six months after termination of the Site Specific Permit, Licensee shall pay holdover fee in the amount of $250 per month until such time as the removal of the Small Wireless Facilities is completed. The Licensor shall have the authority at any time to order and require Licensee to remove and abate any Small Wireless Facilities that are in violation of applicable Laws. 7.2. Licensor's Authority to Remove Small Wireless Facilities. In the event that the Licensee fails to remove a Small Wireless Facility within ninety (90) days from the termination or expiration of a Site Specific Permit, or from the date of written notice from the Licensor demanding the removal for abandonment as specified in the Village's Small Wireless Facilities Ordinance, the Licensor shall have the right to take such action as it deems necessary to remove the Small Wireless Facility, including the authority to engage the services of an independent contractor or through any code provisions regarding the abatement of nuisances. All notices of removal or abandonment shall be sent by certified or registered mail, return receipt requested, by the Licensor to the Licensee at the last known address of the Licensee. The Licensee shall pay the Licensor, within thirty (30) 422007_1 23 days the Licensor 3s actual and reasonable cost of removal of the Small Wireless Facility and for any other losses or damages incurred by the Licensor by such undertaking. This obligation shall survive termination or expiration of this Agreement. Alternatively, pursuant to the requirements of the Municipal Code, the Licensor may use any bond or letter of credit deposited by the Licensee to cover the cost of any removal. If the Licensor removes the Licensee's Small Wireless Facility in accordance with this Agreement, the Licensor shall, where practical, take possession of and hold the Small Wireless Facility at its facilities for a period up to 30 days and notify Licensee that it may take possession of such Small Wireless Facilities from Licensor's facilities at any time prior to the expiration of that time period. The Licensor shall have no obligation to pay or reimburse the Licensee for any Small Wireless Facility removed by the Licensor in accordance with this Agreement. 8.0. Installation and Replacement of Small Wireless Facilities. 8.1. Provision of Communication Service. This Agreement shall include new types of Small Wireless Facilities that may evolve or be adopted using wireless technologies. Licensee shall, at its expense, comply with all Laws in connection with the use of the Rights -of -Ways or other property. For Site -Specific Locations in the Right of Way, said locations may be used by Licensee, seven (7) days a week, twenty-four (24) hours a day, only for the installation, use, operation, maintenance, repair, removal, reattachment, reinstallation, relocation, and replacement of Small Wireless Facilities approved by a Site -Specific Permit by the Licensor from time to time for Communication Services or Wireless Services, and not for any other purpose whatsoever. 8.2. Ongoing Inspections. The Licensor shall have the ongoing right to inspect any Site -Specific Location or Work related to the Licensee's Small Wireless Facilities as it deems appropriate. 8.3. Unauthorized Installation Charge. No action or inaction by the Licensor with respect to unauthorized use of any Right -of -Way or other Licensor property shall be deemed to be a ratification of an unauthorized use or waiver of any provision of this Agreement. 8.4. Removal. Licensee may in its discretion remove its Small Wireless Facilities at its own cost and expense provided that it has given the Licensor Representative notice of the removal and has been issued any necessary permits to do so. Upon removal, Licensee shall not be responsible for the payment of any future Annual License Fee, however, the Licensee shall not be entitled to any refund for License Fees previously paid. 8.5. Failure to Restore or Remove. The Licensor may, in accordance with the terms of this Agreement or as otherwise authorized by law, at the Licensee's sole cost and expense, remove Small Wireless Facilities or cause their removal without liability on the part of the Licensor, and the Licensee shall pay the Licensor, within thirty (30) days, the Licensor's actual and reasonable cost of removal and for any other losses or damages 422007_1 24 incurred by the Licensor by such undertaking. This obligation shall survive termination or expiration of this Agreement. 9.0 Indemnity, Waiver, Risk of Loss. 9.1. Licensee Indemnification. The Licensee agrees to defend, indemnify and hold the Licensor and its elected and appointed officials and officers, employees, agents and representatives (the "Indemnified Parties") harmless from and against any and all injuries, claims, demands, judgments, damages, liability, losses and expenses, including reasonable attorney's fees and costs of suit or defense from personal injury, bodily injury or property damage resulting from or arising out of, in whole or in part, the use or occupancy of the Licensor's Utility Poles or Rights -of -Way associated with such improvements by the Licensee or its employees, agents, contractors, subcontractors, arising out of the rights and privileges granted under applicable Laws or this Agreement; provided, however that the 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 the Licensor or its employees or agents. 9.2. Waiver. The waiver by a Party of any breach or default or violation of any provision, by any other party, shall not be deemed to be a waiver or continuing waiver by that Party of any subsequent breach or default or violation of the same or any other provision. 9.3. Risk of Loss. The Licensee shall assume all responsibility for promptly reimbursing the Licensor, or its franchisees, for any of their losses or expenses associated with damages caused by the acts or omissions of the Licensee, its employees, agents and/or contractors or subcontractors in the Rights -of -Way, including without limitation to any poles or conduits, sewers, gas, water, electric lines, fiber or cable communication lines, caused by the installation, use, operation, maintenance, repair, removal, reattachment, reinstallation, relocation, and replacement of the Licensee's Small Wireless Facilities. The Licensee shall provide immediate notification to the Licensor or the affected Entity upon the occurrence of any such damage. 9.4. Limitation. Notwithstanding the foregoing, neither Party shall have any liability to the other under this Agreement or otherwise for special, punitive or consequential damages, including without limitation, damages for lost profits or business interruption. 10.0. Insurance Requirements and Securities. 10.1. The Licensee's financial integrity is of interest to the Licensor; therefore, the Licensee shall obtain and maintain in full force and effect for the duration of this Agreement, and any extension hereof, at the Licensee's sole expense, insurance coverage, which will satisfactorily insure the Licensee and, where appropriate, the Licensor against claims and liabilities which may arise out of the installation, use, operation, maintenance, repair, removal, reattachment, reinstallation, relocation, and replacement of Small Wireless Facilities. Such insurance shall be issued by companies licensed to do business in the State of Illinois, with an A.M. Best's rating of no less than 422007_1 25 A -VII, and subject to the approval by the Licensor, not to be unreasonably withheld or delayed, unless the Licensee is self-insured. 10.1.1 At all times during the period in which a wireless provider's facilities are located on village infrastructure, improvements or in Right -of -Way, the wireless provider shall, at its own sole cost and expense, carry the following insurance coverages: (A) Property insurance for its property's replacement cost against all risks; (B) Workers' compensation insurance within statutory limits as required by law and Employer's Liability coverage in the amount of $1,000,000 for each accident/disease/policy limit; and (C) (1) Commercial general liability insurance with respect to its activities on the village infrastructure, improvements or rights-of-way, including coverage for bodily injury and property damage, with limits of: Ten million dollars ($10,000,000) per occurrence for bodily injury and property damage and Ten million dollars ($10,000,000) general aggregate. (2) The wireless provider shall include the Indemnified Parties as additional insureds on a primary and non-contributory basis, as their interest may appear under this Agreement and applicable Laws, on the commercial general liability policy and shall provide the Licensor with certificates of insurance on ACORD form or its equivalent, and blanket additional insured endorsements in a form reasonably acceptable to the Licensor, as proof of inclusion of the Indemnified Parties in a commercial general liability policy prior to the collocation of any Small Wireless Facility, and shall keep updated certificates and blanket additional insured endorsements proof of inclusion on file with the village at all times that the provider maintains Small Wireless Facilities within the village. (D) Awireless provider may self -insure all ora portion of the insurance coverage and limits required by the village. A wireless provider that self -insures is not required, to the extent of the self-insurance, to comply with the requirement that the village be named an additional insured. A wireless provider that self -insures shall provide to the village evidence sufficient to demonstrate its financial ability to self -insure the insurance limits required by the village. 10.1.2. The insurance required shall be maintained by the Licensee throughout the terms of the Agreement, and such other period of time during which the Licensee is operating without a license hereunder, or is engaged in the removal of its Small Wireless Facilities. 10.1.3. Not later than thirty (30) days prior to any cancellation of the insurance required, the Licensee shall obtain and furnish to the Licensor certificates of insurance evidencing replacement of the required insurance policies. Licensee shall also provide the Licensor with thirty (30) days prior written notice of any such cancellation. 11.0. Emergency Contacts. 11.1. Licensee's Duty to Maintain Current Emergency Contacts. Licensee will maintain the emergency contact information current at all times with the Licensor Representative. 12.0. Representations and Warranties. 12.1. Representations and Warranties of the Parties. As of the Effective Date, each Party represents and warrants to the other Party that: 422007_1 26 12.1.1. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; 12.1.2. The execution, delivery, and performance of this Agreement and its exhibits are within its powers, have been duly authorized by all legally necessary actions, and do not violate any of its governing documents, any contracts with any joint owners to which it is a party, or any Law; 12.1.3. This Agreement and its exhibits and any other document executed and/or delivered in accordance with this Agreement constitute a legally valid and binding obligation, enforceable against it in accordance with its covenants, terms, conditions, and provisions; 12.1.4. It has not filed and it is not now contemplating the filing for bankruptcy protection and, to its knowledge, no action is threatened against it which would result in it being or becoming bankrupt; 12.1.5. There is not, to its knowledge, pending or threatened against it or any of its affiliates, any legal or administrative proceedings that could materially and adversely affect its ability to perform its obligations under this Agreement; and 12.1.6. No "event of default" or potential "event of default" with respect to it has occurred or is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement. 12.2 Representations and Warranties of the Licensee. The Licensee represents and warrants to the Licensor that: 12.2.1. The Licensee has all approvals, authorizations, certifications, licenses, and franchises required by the State of Illinois, the FCC and/or any other agency to provide the Communications Service and Wireless Service; and 12.2.2. The Licensee is not aware of any facts or circumstances that would call into doubt the continuing validity of any such approvals, authorizations, certifications, licenses, or franchises; and 12.2.3. There is not pending or, to the Licensee's knowledge, threatened against the Licensee or its parent corporation or any of its subsidiaries or affiliates, any legal or administrative proceedings that could materially and adversely affect the validity of such licenses, authorizations, or franchises; and 12.2.4. All Work to be performed by the Licensee pursuant to this Agreement will be (i) performed in a good and workmanlike manner, consistent with any Permit specifications, manufacturer's specifications, prevailing industry standards, applicable Laws, and the provisions of this Agreement, and (ii) that it will be free from defects. 13.0. Miscellaneous Provisions. 13.1. No Bar to Other Relief. Nothing contained in this Agreement will prevent or otherwise restrict either Party from pursuing its rights at law or in equity, including injunctive relief and specific performance, in the event of a default and a material breach by the other Party. 422007_1 27 13.2. Immediate Relief. Except for challenges to the validity of this Agreement or portions hereof which are specifically waived and released, nothing in this Agreement shall be deemed or construed to prohibit a Party from obtaining judicial, regulatory, or other relief necessary in order to preserve the status quo or prevent the loss or violation of that Party's rights. 13.3. Amendments. This Agreement may not be amended except pursuant to a written instrument signed by the Parties. 13.4. Assignment. Except as provided in Sections 13.4.1 and 13.4.2, Licensee may not directly or indirectly assign, transfer, or convey to another Entity this Agreement or any Site Specific Permit, or any of the rights and obligations of the Licensee established by this Agreement or any Site Specific Permit without written approval of the Licensor. Any assignment or transfer of this Agreement or Site Specific Permit shall be void, and the Licensor may terminate this Agreement or Site Specific Permit if the Licensee attempts to assign or transfer this Agreement or Site Specific Permit without compliance hereof. 13.4.1. The Licensee may assign or transfer this Agreement or a Site Specific Permit to its parent corporation or any subsidiary corporation or affiliate or successor in interest, provided that such parent corporation, subsidiary corporation, affiliate, or successor in interest first agrees, in writing, to be fully bound by this Agreement or the Site Specific Permit and the exhibits and to jointly assume all of the Licensee's obligations and liabilities hereunder, whether arising before or after the date of such assignment or transfer. The Licensor Representative shall be notified of assignment or transfer. 13.4.2. If Licensee sells or otherwise transfers all or substantially all of its assets, then, upon the provision of written approval from the Licensor, which will not be unreasonably withheld, Licensee may assign or otherwise transfer this Agreement or Site Specific Permit(s) and the rights and obligations hereunder without the approval of the Licensor so long as the transferee is not statutorily unfit to hold such a license and first agrees, in writing, to be fully bound by this Agreement and Site Specific Permit(s) and the exhibits and to jointly assume all of the Licensee's obligations and liabilities hereunder, whether arising before or after the date of such assignment or transfer. For the avoidance of doubt, if Licensee owns the underlying land at any site specific location, the mere sale or other transfer of the land shall not affect this License. 13.5. Sublicensing. The parties agree and acknowledge that, notwithstanding anything in this Agreement to the contrary, certain Small Wireless Facilities deployed by Licensee in the rights-of-way pursuant to this Agreement may be owned and/or operated by Licensee's third -party Wireless Service Providers and installed and maintained by Licensee pursuant to license agreements between Licensee and such Wireless Service Providers. Such Small Wireless Facilities shall be treated as Licensee's facilities for all purposes under this Agreement provided that (i) Licensee remains responsible and liable for all performance obligations under the Agreement with respect to such facilities, (ii) the Licensor's sole point of contact regarding such facilities shall be Licensee, and (iii) 422007_1 28 Licensee shall remain responsible and liable for the removal and relocation of such facilities per the Agreement. However, all Wireless Service Providers shall agree, in writing, to be fully bound by this Agreement and to jointly assume all of the Licensee's obligations and liabilities hereunder. Licensee shall not grant such Wireless Service Providers rights of access to such facilities. The Licensor acknowledges that Licensee may include third party -owned equipment in its initial installation of Small Wireless Facilities and that such inclusion shall not be considered a sublicense to a third party subject to the provisions of this section. 13.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. 13.7. Exhibits. As of the Effective Date, all exhibits referred to in this Agreement and any addenda, attachments, and schedules which may, from time to time, be referred to and duly executed amendments to this Agreement, are by such reference incorporated in this Agreement and shall be deemed a part hereof as if fully set forth herein. 13.8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its conflict of laws rules or principles. 13.9. Headings. The headings hereof are inserted for convenience of reference only, are not a part hereof, and shall have no effect on the construction or interpretation hereof. 13.10. Independent Contractor. Each Party to this Agreement acts as an independent contractor and not as an employee of the other Party. Nothing in this Agreement shall be construed to establish a partnership, joint venture, group, pool, syndicate, or agency relationship between the Licensor and the Licensee. 13.11. Resolving Conflicting Provisions. To the extent the provisions and any other authorizations and approvals required to be obtained by the Licensee from the Licensor are in conflict, the provisions of the Agreement, authorizations and approvals which impose(s) the higher or greater legal duty or obligation upon the Licensee shall take precedence. 13.12. Rules of Construction. Each Party and its counsel have reviewed this Agreement. Accordingly, the rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the construction and interpretation hereof. 13.13. Severability. If a court of competent jurisdiction finds or rules that a provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 422007_1 29 13.14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assignees of the Parties and approved successors. 13.15. Time of Action. For the purposes hereof, the time in which an act is to be performed shall be computed by excluding the first day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday, or any day observed as an official holiday by the Licensor, the time for performance shall be extended to the following Business Day. 13.16. Jurisdiction and Venue. Exclusive jurisdiction and venue for any and all disputes related in any manner to this Agreement, regardless of their basis or nature, shall be in the Circuit Court of Cook County. 13.17. No Recording. Licensee shall not record this Agreement or any other document referred to herein without the written consent of the Licensor. 13.18. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to the subject matter herein. There are no representations, warranties, agreements, or understandings (whether oral or written) between the Parties relating to the subject matter hereof which are not fully expressed herein. 13.19. Notices. All notices which shall or may be given pursuant to this Agreement shall be given, in writing, and shall be deemed validly given if delivered or sent by certified mail, return receipt requested, or by commercial courier, provided the commercial courier's regular business is delivery service, and addressed, as follows: LICENSOR: Sean Dorsey Director of Public Works Village of Mount Prospect Public Works 1700 W. Central Rd. Mount Prospect, IL 60056 Copy to: Klein Thorpe & Jenkins, Ltd. 20 N. Wacker Drive, Suite 1660 Chicago, Illinois 60606-2903 Any notice to be sent to the Village Manager or Corporation Counsel shall be sent to the same address referred to above. Licensee: Chicago SMSA Limited Partnership d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, NJ 07921 Attention Network - Real Estate 24/7 EMERGENCY CONTACT: Phone Number: (800) 621-2622 422007_1 30 Copy to: Chicago SMSA Limited Partnership d/b/a Verizon Wireless 1515 E Woodfield Rd 10th Floor Schaumburg, IL 60173 Attention Network - Legal 13.20. No Waiver. A waiver by the Licensor of any breach of one or more of the terms of this Agreement shall not constitute a waiver of any subsequent or other breach of the same or other term, nor shall the failure on the part of the Licensor to require exact, full, and complete compliance with the terms contained herein be construed as changing the terms of this Agreement or as stopping the Licensor from enforcing full compliance with the provisions herein. No delay, failure, or omission of the Licensor to exercise any right, power, privilege, or option arising from any breach shall impair any right, power, privilege, or option, or be construed as a waiver or acquiescence of such breach or as a relinquishment of any right. No right, power, privilege, or option of the Licensor shall be construed as being exhausted by the exercise thereof in one or more of the instances. The rights, powers, privileges, and options given to the Licensor under this Agreement and by law shall be cumulative. 13.21 Casualty. In the event of damage by fire or other casualty to a Utility Pole or Wireless Support Structure on which Small Wireless Facilities are located that cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Utility Pole or Wireless Support Structure Premises 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, then Licensee may, at any time following such fire or other casualty, provided Licensor has not completed the restoration required to permit Licensee to resume its operation at the Premises, terminate the Site Specific Permit upon fifteen (15) days prior written notice to Licensor. Any such notice of termination shall cause the Site Specific Permit 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 Site Specific Permit and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under the Site Specific Permit. 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. 13.22 Applicable Laws. During the term of this Agreement, Licensor shall use and maintain the Utility Poles, Wireless Support Structures, and Rights -of -Way in compliance with all Laws. Licensee shall, in respect to the condition of the Small Wireless Facilities 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 Small Wireless Facilities; and (b) all codes requiring modifications to the Small Wireless Facilities due to the improvements being made by Licensee to the Small Wireless Facilities. 422007_1 31 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below with their respective signatures, to be effective as of the date of the signature of the last Party to sign. LICENSEE: Chicago SMSA Limited Partnership d/b/a Verizon Wireless, By Cellco Partnership, Its General Partner By: Title: LICENSOR Village of Mount Prospect, Illinois By: Title: Date Date 422007_1 32 RESOLUTION NO. A RESOLUTION AUTHORIZING THE EXECUTION OF A MASTER LICENSE AGREEMENT FOR THE COLLOCATION OF SMALL WIRELESS FACILITIES LOCATED WITHIN MUNICIPAL RIGHTS-OF-WAY. WHEREAS, the Village of Mount Prospect, an Illinois municipal corporation and Chicago SMSA Limited Partnership d/b/a Verizon Wireless, an Illinois limited partnership, are desirous of entering into a Master License Agreement; and WHEREAS, establishment of the Master License Agreement being the subject of this Resolution, for Small Wireless Facilities mounted on utility poles or wireless support structures owned by the Village of Mount Prospect in public rights -of -ways, will properly facilitate and manage the deployment of Small Wireless Facilities with the Village's jurisdiction; and WHEREAS, regulation of the deployment of Small Wireless Facilities can be accomplished through the use of site-specific permitting, managed and controlled by the Village; and WHEREAS, Verizon Wireless desires to install, maintain, and operate Small Wireless Facilities in and/or upon certain of the Village of Mount Prospect's utility poles or wireless support structures. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS ACTING IN THE EXERCISE OF THEIR HOME RULE POWERS: SECTION ONE: The Board of Trustees of the Village of Mount Prospect do hereby authorize the execution of a Master License Agreement for the Collocation of Small Wireless Facilities, a copy of which is attached hereto and hereby made a part hereof as Exhibit "A". SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: NAYS: ABSENT: PASSED and APPROVED this 20th day of October, 2020 Arlene A. Juracek Mayor ATTEST: ---------------------------------- Karen M. Agoranos Village Clerk 34