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R-19-23VILLAGE OF DEERFIELD RESOLUTION NO. 2019- R-19-23 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A POLE ATTACHMENT LICENSE AGREEMENT WITH CHICAGO SMSA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS WHEREAS, the Village adopted amendments to its generally applicable standards for construction on, over, above, along, upon, under, across, or within, use of and repair of, the public right-of-way, which are contained in Article 9 of Chapter 19 of the "The Municipal Code of the Village of Deerfield, Illinois, 1975," as amended ("Village Code'), to address small wireless facilities due to changes in technology and changes in the law, including the adoption of the Illinois Small Wireless Facilities Deployment Act, Public Act 100-0585, and codified at 50 ILCS 840 ("SWF Act'); and WHEREAS, pursuant to the SWF Act, the Village has the authority to enter into agreements with providers of wireless services for the use of Village -owned structures located in the rights-of-way (as defined in the SWF Act) in the provision of wireless services by wireless services providers (as defined in the SWF Act); and; and WHEREAS, the public rights-of-way within the Village are a limited public resource held in trust by the Village for the benefit of its citizens and the public; and WHEREAS, the Village has a custodial duty to ensure that the public rights-of-way are used, repaired and maintained in a manner that best serves the public interest; and WHEREAS, the Village staff has negotiated with Chicago SMSA Limited Partnership d/b/a/ Verizon Wireless ("Verizon' over the terms of a Pole Attachment License Agreement, in the form attached as Exhibit A to this Resolution ("License Agreement', for the placement of small wireless facilities (as defined in the SWF Act) on Village -owned structures located in the rights-of-way; and WHEREAS, while the SWF Act includes certain limitations on the terms and conditions that can be included in the License Agreement, the proposed License Agreement provides significant protections for the Village and the public; and WHEREAS, the Village Board has determined that it is in the best interest of the Village and the public to enter into the License Agreement with Verizon in the form of Exhibit A attached to and made a part of this Resolution, to protect public rights-of-way while enabling access to wireless services in the community, through the exercise of its statutory and home rule powers; NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF DEERFIELD, LAKE AND COOK COUNTY, ILLINOIS, AS FOLLOWS: SECTION 1: RECITALS. The Village Board hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF LICENSE AGREEMENT. Pursuant to its home rule authority, the Village Board hereby approves the License Agreement by and between the Village and Verizon in substantially the form attached to this Resolution as Exhibit A, and in a final form to be approved by the Village Manager and the Village Attorney. SECTION 3: AUTHORIZATION TO EXECUTE LICENSE AGREEMENT. The Village Board hereby authorizes and directs the Village President and Village Clerk to execute and attest, on behalf of the Village, the final License Agreement upon receipt by the Village Clerk of at least one original copy of the License Agreement executed by Verizon; provided, however, that if the executed copy of the License Agreement is not received by the Village Clerk within 30 days after the effective date of this Resolution, then this Resolution will, at the option of the Village Board, be null and void. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. AYES: Benton, Jester, Oppenheim, Seiden, Shapiro, Struthers NAYS: None ABSTAIN: None ABSENT: None PASSED: October 7, 2019 APPROVED: October 8, 2019 RESOLUTION NO. R-19-23 ATTEST• Kent S. Street, Villa e Clerk 2 u-�j �'-' -- �� Harriet Rose thal, Mayor VILLAGE OF DEERFIELD POLE ATTACHMENT LICENSE AGREEMENT This Pole Attachment License Agreement ("License Agreement' or Agreement') is made as of � ,r�7T, 20A, ("Effective Date") by and between the Village of Deerfield, an Illinois home rule municipal corporation, ("Village") and Chicago SMSA Limited Partnership d/b/a Verizon Wireless, an Illinois limited partnership ("Licensee"). WITNESSETH: WHEREAS, the Licensee desires to install, operate, and maintain one or more small wireless facilities ("SWFs") on certain Village -owned utility poles, wireless support structures, and real property (each a "Village Facility' and collectively "Village Facilities"); and WHEREAS, the Licensee filed an application for a permit for certain SWFs the Licensee desires to install on a Village Facility, and the Village has approved and issued a permit for certain SWFs described in this License Agreement; and WHEREAS, the Licensee may file additional applications for Village approval of SWFs on Village Facilities; and WHEREAS, the Village and Licensee (collectively the "Parties") desire to enter into this Agreement to establish the terms and conditions for installation, operation, and maintenance on Village Facilities of SWFs for which the Village has issued a permit; and WHEREAS, the Parties agree that this Agreement does not provide exclusive use of Village Facilities to the Licensee, and the terms of this Agreement are nondiscriminatory, competitively neutral, and commercially reasonable; NOW, THEREFORE, in consideration of the recitals and the provisions of this Agreement, the Parties agree as follows: Section 1. Recitals. The foregoing recitals are incorporated in this Agreement by this reference as though fully stated herein. Section 2. Defined Terms. The capitalized terms in this Agreement that are defined in Section 2 of the Illinois Small Wireless Facilities Deployment Act, 50 ILCS 840/10 ("State Act') or in Article 9 of Chapter 19 of the Deerfield Municipal Code ("Village Code') have the meaning provided in the State Act or Village Code, respectively. Section 3. Grant of License; Access. The Village grants a License to the Licensee for space on a Village Facility for each approved SWF and its associated equipment (collectively a "Wireless Facility' as defined in the State Act) described in an Identification Sheet attached to the "Schedule of Approved Wireless Facilities" attached to this License Agreement. The License authorizes non-exclusive access of the Licensee over public property to each Village Facility for installation, operation, maintenance, repair, and modification of each Wireless Facility. Section 4. Term of License Agreement. This License Agreement commences on the Effective Date. This License Agreement expires as to a SWF and Wireless Facility concurrently with the expiration of the permit granted by the Village for the SWF, except that this License Agreement will renew automatically as to the SWF and Wireless Facility to match any extended term of the permit or the term of a subsequent permit for the particular SWF and Wireless Facility. Section 5. Schedule of Approved Wireless Facilities. Each Approved Wireless Facility must be identified and described (including its approved location) on the Schedule of Approved Wireless Facilities attached to and by this reference incorporated into the License Agreement. The Schedule may be modified only pursuant to the provisions stated in the Schedule. Section 6. Permit Application. For each SWF proposed to be located on a Village Facility, the Licensee must submit an application to Village as provided in Sections 19-67(d) and 19-84 of the Village Code (the "Application Provisions"). An application may include more than one SWF. The application must include all of the information required by the Application Provisions and the applicable application fee. Renewal of any permits issued will be subject to the applicable requirements of the State Act, if any. Section 7. Use of Village Facility. The Licensee's ability to use a Village Facility is contingent on the Licensee obtaining all certificates, permits, and other approvals (collectively "Governmental Approvals") that are required by federal, State of Illinois, and local authorities that will permit the Licensee use of a Village Facility, and a satisfactory building structural analysis provided by Licensee and approved by the Village. In the event that (i) an application for Governmental Approvals is rejected, (ii) a Governmental Approval issued to the Licensee is canceled, expires, lapses, withdrawn, or terminated by the applicable governmental authority, and (iii) the Licensee determines that the Governmental Approval may not be obtained in a timely manner, the Licensee may terminate this License Agreement as to the proposed Wireless Facility by giving notice to the Village pursuant to Section 19 of this Agreement. No refund of any previously paid fees, charges or rates for that Facility shall be returned to the Licensee. Section 8. Fees. Licensee shall pay fees to the Village for each SWF in the amount established in Section 19-84(0) of the Village Code and the Village's schedule of rates and fees on an annual basis, in advance, on the day of the year on which installation of such SWF equipment commences (the "Commencement Date") and annually thereafter on each anniversary of the Commencement Date; provided, however, that the initial payment of such fees shall not be due until thirty (30) days after the Commencement Date. Section 9. Operation and Maintenance Standards. Each SWF and Wireless Facility must meet all applicable operation and maintenance standards under State of Illinois law and Village codes, including, without limitation: (A) Continuing Compliance with Laws. The Licensee must comply at all times with (i) State of Illinois and Village standards applicable to SWFs and Wireless Facilities and (ii) all Village standards related to construction within public rights-of-way including, without limitation, wiring, cabling, grounding, utility pole extensions, and signage, except, in each case, to the extent preempted by federal or state laws or regulations. In the case of a conflict between federal laws and regulations, Illinois state laws and regulations and/or the Village 2 ordinances and standards, federal laws and regulations shall control over Illinois state laws and regulations, which will control over Village ordinances and standards. (B) Condition of Wireless Facility. The Licensee must install, maintain, repair, and modify its Wireless Facility to keep the Wireless Facility in good and safe condition in compliance with this Agreement. Prior to undertaking any work on a Wireless Facility other than an emergency repair, the Licensee must give 48 -hours e-mail or telephone notice to the Director of Public Works of the work, including the day, time, and scope of the work. (C) No Interference. The operation of a Wireless Facility must not interfere with the frequencies used by Village public safety or any other public safety agency for public safety communications. The Licensee must install Wireless Facilities of the type and frequency that will not cause unacceptable interference with any public safety agency's communications equipment. Unacceptable interference will be determined by and measured in accordance with industry standards and the FCC's regulations addressing unacceptable interference with public safety spectrum or any other spectrum licensed by a public safety agency. If a Wireless Facility causes such interference, and the Licensee has been given written notice of the interference by the public safety agency, then the Licensee must take all reasonable steps necessary, at its own expense, to eliminate the interference, including, without limitation, powering down the Wireless Facility and later powering up on an intermittent basis for testing, if necessary. The Village may terminate a license and permit for a Wireless Facility based on such interference if the Licensee at any time fails to make a good faith effort to remedy the problem in a manner consistent with the abatement and resolution procedures for interference with public safety spectrum established by the FCC. (D) Electricity and Communications Service. The following provisions apply to installation and maintenance of electricity and communications service to Wireless Facilities. (i) Installation. The Licensee may install electric and communications services sources, by coaxial or fiber optic cable, to a Wireless Facility according to plans approved by the Village and in compliance with all applicable village, state and federal requirements. (ii) Electrical and Telephone Service. The Licensee may connect its equipment to necessary electrical and telephone service, at the Licensee's expense. The Licensee shall coordinate with utility companies to provide separate service to the Licensee's Wireless Facility and notify the Village if it is unable to do so. If the Licensee can obtain electrical service with a separate meter or another agreement with the utility company, then the Licensee must pay the utility directly for the Licensee's power consumption, if the service is billed directly by the utility. If a separate electrical service is not possible or practical under the circumstances, then the Licensee may use existing service, at the Licensee's expense, with the approval of Village, which approval will not be unreasonably withheld. If the Licensee uses an existing utility service for a Wireless Facility, then the Parties either (i) will attempt to have a sub -meter installed at the Licensee's expense that monitors the Licensee's utility usage and for which the Licensee will be provided readings and bills for its usage from the utility company or the Village or (ii) will provide for an additional fee for the Wireless Facility that will cover the Licensee's utility usage. The Parties agree to reflect power usage and measurement issues in each applicable Identification Sheet. 3 (iii) Temporary Power Source. The Licensee may, at any time during the Term for a Wireless Facility, install, maintain and/or provide access to and use of, as necessary (during any power interruption at the Premises), a temporary power source, and all related equipment and appurtenances within the Premises, or elsewhere on the Property in such locations as reasonably approved by Village. The Licensee shall be permitted to connect the temporary power source to its equipment on the Premises in areas and manner approved by Village. (E) Replacement, Repair, Modification of Wireless Facility. The Licensee may replace, repair, and modify equipment, antennas, and conduits, or any portions of them and the frequencies over which the equipment operates, in conformance with the Identification Sheet. As provided in Section 15(f) of the SWF Act, a replacement wireless facility must be substantially similar to, or the same size or smaller than, the existing Wireless Facility; any other replacement facility may not be installed without an application to, and approval by, the Village. (F) Height Limit. No element of a Wireless Facility may extend more than 10 feet above the height of the Village Facility. (G) Height Above Grade. All pole -mounted equipment for a Wireless Facility must be at least eight feet above the highest point of the grade of the ground within five feet of the Village Facility. (H) One Ground -Mounted Cabinet. Only one cabinet or other device for a Wireless Facility may be installed on the ground. (1) Landscaping. All ground -mounted equipment must be screened by the Licensee with landscaping elements approved by the Village. (J) Paint Color; Camouflage. All antennas, mounting hardware, and other devices must be painted in a color, or otherwise camouflaged in a manner, that matches or is complementary (as determined by the Village) to the Village Facility structure. (K) Village Spacing Requirements. The Licensee must comply with applicable Village spacing requirements concerning location of ground -mounted equipment in right-of- way. (L) Private Party Contracts. The Licensee must comply with requirements in contracts between the Village and private property owners concerning design or construction standards applicable to utility poles and ground -mounted equipment located in right-of-way. (M) Undergrounding. The Licensee must comply with applicable Village requirements concerning undergrounding. (N) Specialized Poles. The Licensee must comply with the Village's generally applicable written standards for decorative utility poles, and the Village's standards regarding stealth, concealment, and aesthetic requirements governing occupiers of the rights-of-way, including in a historic district or regarding a historic landmark. Design and concealment measures are not considered a part of the Wireless Facility for purposes of the size restrictions on the Wireless Facility. 4 (0) Replacement of Pole Before Occupancy. If the Village determines that applicable codes and standards require a utility pole or wireless support structure to be replaced before a collocation, then the Village's approval may be conditioned on the replacement of the utility pole or wireless support structure, at the Licensee's cost. (P) Abandonment and Removal. A Wireless Facility that is not operated for a continuous period of 12 months will be considered abandoned and the Licensee must remove the Wireless Facility within 90 days after receipt of written notice from Village notifying the Licensee of the abandonment. The Village will send the notice by certified or registered mail, return receipt requested to the last known address of the Licensee. If the Wireless Facility is not removed within 90 days after the notice, then the Village may remove or cause the removal of the Wireless Facility and charge all costs of the removal to the Licensee. (Q) Sale or Transfer. The Licensee must provide written notice to the Village of any intended sale or transfer of a Wireless Facility not less than 30 days prior to that sale or transfer. The notice must include the name and contact information of the wireless provider to which the sale or transfer is proposed. The Licensee may not sell or transfer a Wireless Facility unless the buyer, transferee or assignee: (i) completes an information sheet to include with the buyer's, transferee's or assignee's Pole Attachment License Agreement with the Village; or (ii) enters into an agreement with the Village for that Facility. A sale or transfer to a wireless provider that is an affiliated entity of the Licensee will not be considered a sale or transfer under this Section, so long as the change in wireless provider will not require a change in contact information or other adverse impact to the Village and the Licensee provides written notice of the change, including name and contact information of the affiliated entity, within 30 days after the sale or transfer. (R) Village Poles Maintenance. The Village will keep its poles in good repair as required by federal, State of Illinois, and local laws. If the Village does not keep a pole in good repair, then the Licensee may serve notice of disrepair on the Village. If the Village has not restored the pole to good repair within 60 days after notice from the Licensee, or such longer time as the Village requires due to special circumstances and the Village notifies the Licensee thereof, then the Licensee may discontinue paying the annual fee applicable to the affected poles, but only if the pole is no longer capable of being used for the purpose contemplated in this License Agreement and Licensee is not using the pole. If the Licensee discontinues paying the annual fee pursuant to this paragraph, then the Village may terminate this License Agreement as to that Wireless Facility. The Licensee agrees it has no remedy or recourse for the Village's failure to comply with this paragraph other than such termination. (S) Make -Ready Work. Make-ready work will be managed in accordance with the standards set forth in Subsection 15(1)(4) of the State Act. Unless otherwise directed by the Village, any make-ready work, including pole attachments, shall be performed by the Licensee or its qualified contractor. (T) Pole Relocation, Removal, Replacement. If the Village reasonably determines to remove, relocate, or replace a pole, then the Village must notify the Licensee in writing at least ninety (90) days prior to the need to remove or relocate its Wireless Facility. In the event of an imminent threat to property or the health, safety, or welfare of the public (an "Emergency'), however, the Village will provide as much notice to the Licensee as practical under the circumstances. The Licensee must remove the affected Wireless Facility from the pole within the ninety (90) day period or immediately in the case of an Emergency. The Licensee shall identify options for an alternative location for the affected Wireless Facility, and A the Village will work with the Licensee to identify a mutually agreeable location. The Licensee will be responsible for all costs related to the removal and relocation of the affected Wireless Facility. If a suitable alternate location cannot be found, then the Licensee may terminate this License Agreement as to the affected Wireless Facility by giving notice as required by this Agreement. If the affected Wireless Facility is relocated, then the Licensee must prepare an Identification Sheet for the alternate location, to be attached to the Schedule of Approved Wireless Facilities. Section 10. Insurance. The Licensee must secure and maintain the insurance policies, coverages and limits listed in Section (A) below under valid and enforceable policies, issued by insurers acceptable to the Village and legally able to conduct business with the Licensee in the State of Illinois. (A) Required Coverages and Limits. The Licensee must secure and maintain the following liability insurance policies insuring the Licensee as named insured. In addition, the Licensee must cause the Village, and its elected and appointed officers, officials, and employees, to be included as additional insureds as their interests may appear in accordance with a blanket additional insured endorsement in a form reasonably acceptable to the Village on the policies listed in paragraphs (A)(1) and (2) below: (1) Commercial general liability insurance, including premises -operations, explosion, collapse, and underground hazard (commonly referred to as "X", "C", and "U" coverages) and products -completed operations coverage with limits of $5,000,000 per occurrence for bodily injury (including death) and for property damage, and with $5,000,000 general aggregate, plus an excess or umbrella policy with limits of $5,000,000 per occurrence and $5,000,000 in the aggregate, providing excess coverage at least as broad as and above the underlying commercial general liability insurance such that when any loss covered by the commercial general liability insurance exceeds the limits of that commercial general liability policy, the excess or umbrella policy becomes effective to cover such loss; (2) Commercial automobile liability covering all owned, non -owned and hired vehicles with a combined single limit of $1,000,000 per accident for bodily injury and property damage; (3) Worker's compensation with statutory limits and employer's liability insurance with limits of $1,000,000 per accident/disease/policy limit; and (4) All-risk property insurance for its property's replacement cost. The Licensee must require all contractors and subcontractors performing any portion of the work to obtain and maintain the same coverage and limits as required of the Licensee. (B) Copies Required. The Licensee must provide certificates of insurance as evidence of the policies required by this Section on an annual basis, including the additional insured endorsement which may be part of a blanket endorsement with other additional insureds under agreements similar to this one, to the Village within 10 days following receipt of a written request therefor from the Village. 101 (C) Adjustment in Coverage and Limits. The Village reserves the right to increase the coverage and limits (collectively "Coverage") required under Paragraph A of this Section so long as the Coverage is applied uniformly through the provisions of the Village's standards under the Village's Construction of Utilities in the Rights -of -Way (Village Code, Article 9 of Chapter 19, also sometimes referred to as the "Right of Way Ordinance") or equivalent code or ordinance (collectively the "Village Insurance Standards") and so long as the Village has reasonably determined (1) that the current Village Insurance Standards are not adequate and (2) the Coverage is not unreasonably greater than the Coverage commonly required by municipalities using the rights-of-way at that time. (D) Notice of Cancellation. Upon receipt of notice from its insurer(s), the Licensee must provide the Village with thirty (30) days' prior written notice of cancellation of any required coverage. Within seven days after receipt by the Village of said notice, and in no event later than three days prior to the cancellation, the Licensee must obtain and furnish to the Village certificates of insurance as evidence of replacement insurance policies meeting the requirements of this Section. (E) Self -Insurance. The Licensee may self -insure all or a portion of the insurance coverage and limit requirements required by Subsection (A) of this Section. If the Licensee elects to self -insure, then it must provide to the Village evidence sufficient to demonstrate its financial ability to self -insure the insurance coverage and limit requirements required under Subsection (A) of this Section. (F) Effect of Insurance and Self -Insurance on Licensee's Liability. The legal liability of Licensee to the Village and any person for any of the matters that are the subject of the insurance policies or self-insurance required by this Section will not be limited by such insurance policies or self-insurance or by the recovery of any amounts thereunder. Section 11. Indemnification. The Licensee will indemnify and hold harmless the Village against any and all liability and loss from personal injury or property damage resulting from or arising out of, in whole or in part, the use or occupancy of any Village Facility or any Village right-of-way associated with any Village Facility by Licensee or its employees, or agents, contractors, arising out of the rights and privileges granted under this Agreement and the State Act. Notwithstanding the foregoing, 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 Village or its employees or agents. In addition, the Licensee hereby waives any claims for consequential, incidental, or special damages, however caused, based on the theory of liability, that the Licensee may have against the Village relating to this Agreement or the Wireless Facilities. Section 12. Casualty. In the event of damage to a Village pole or Village Facility by whatever cause that disrupts, or is reasonably expected to disrupt, the Licensee's operations at the Village Facility for more than 45 days, the Licensee, at any time after the damage occurs, may terminate this License Agreement as to the affected Wireless Facility by giving the Village written notice not less than 15 days prior to the termination. The Licensee may not terminate as provided in the previous sentence if the Village has commenced repair of the damage and the repair is reasonable expected to be completed within the 45 day period. Further, the 45 - day period will be extended automatically for any period of time necessary to secure a replacement pole, so long as the Village has promptly undertaken to secure the pole. 7 Section 13. Licensee Ownership of Wireless Facility. The Wireless Facilities, including equipment, conduits, fixtures, and personal property, are the property of the Licensee, and the Licensee has the right and responsibility to maintain and/or remove the Wireless Facility in its entirety at any time during the Term, regardless of whether the Wireless Facility or any of its components are considered fixtures and attachments to real property under applicable law. Section 14. Holdover. If the Licensee continues to occupy a Village Facility beyond the date or time the Licensee is required to remove the Wireless Facility under any provision of this License Agreement (the "Holdover Period"), then the Licensee will be charged, and must pay, fees and charges at the rate of rent established by this License Agreement for the entire Holdover Period. Section 15. Rights Secure If Sale. If at any time the Village decides to sell or otherwise transfer all or any part of a Village Facility that is subject to this License Agreement, then the sale or other transfer will be subject to the terms of this License Agreement and the related license and permit. Section 16. Termination of License Agreement by Licensee. The Licensee may terminate this Agreement as to any Wireless Facility or in its entirety by written notice to the Village specifying the date of termination and the date, not later than 45 days after service of the notice, that all terminated Wireless Facilities will be removed from the Village Facilities. All fees, charges, or other money paid to the Village prior to the date of termination will be kept by the Village. Unpaid fees, charges, or other money to be paid to the Village will be prorated as appropriate through the date on which all terminated Wireless Facilities have been removed from Village Facilities. All representations, warranties and indemnities provided by the Licensee shall survive the termination of this Agreement as a whole or as to any Wireless Facility. Section 17. Termination of License Agreement by Village. The Village may terminate this License Agreement as to any Wireless Facility for breach of this License Agreement on 30 days written notice to the Licensee stating the breach, the date of termination, and the Licensee's opportunity to cure the breach within the 30 -day period. This License Agreement will terminate as provided in the notice unless the Licensee cures the breach within the 30 -day period or, if it is not reasonably possible to cure the breach within that period, the Licensee has promptly commenced the cure and continuously and diligently pursues the cure to completion. All representations, warranties and indemnities provided by the Licensee shall survive the termination of this Agreement as a whole or as to any Wireless Facility. Section 18. Removal Bond. The Licensee must deposit with the Village, prior to the installation of the Licensee's first Wireless Facility on a Village Facility under this License Agreement, a bond in a form provided by the Village in the amount of $10,000 multiplied by the number of Wireless Facilities proposed under this License Agreement. The purpose of the bond is to guarantee (A) the safe and efficient operation, maintenance, and removal of every element of the Wireless Facility in accordance with this License Agreement and (B) to repair or restore any damage to or disruption of any Village Facility or other property. Prior to the termination of this License Agreement, the Licensee shall restore the Village Facility back to a condition equal to or better than when the Wireless Facility was added to the Village Facility; provided, however, that in the event the existing Utility Pole cannot be restored to an equal or better condition, the Village may require the Licensee to install a new standard Utility Pole for E:3 that location. In addition, the Licensee shall remove or cause to be removed all electrical equipment and services that are installed solely to serve the Wireless Facility at Licensee's sole cost. Section 19. Notices. All notices related to this License Agreement must be in writing and will be deemed given if sent by certified mail, return receipt requested. or overnight delivery by a nationwide commercial courier: To Village: Village of Deerfield 850 Waukegan Road Deerfield, IL 60015 Attention: Village Manager With a copy to: Holland & Knight, LLP 150 North Riverside Plaza, Suite 2700 Chicago, IL 60606 Attention: Steven M. Elrod To Licensee: Chicago SMSA Limited Partnership d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, NJ 07921 Attention Network - Real Estate With a copy to: Chicago SMSA Limited Partnership d/b/a Verizon Wireless 1515 E. Woodfield Rd 10th Floor Schaumburg, IL 60173 Attn: Network Legal A notice will be effective on actual receipt or refusal to accept and either party may change its notice provision by written notice to the other party. Section 20. Licensee Contacts; Emergencies; Village Contacts. Prior to the issuance of a permit from the Village, the Licensee must identify the names, titles, telephone numbers, and e-mail addresses of persons in the following areas who the Village may contact: General operations, public inquires, and 24-hour emergency services. The Licensee must provide notice and updates of this information at any time any of the information changes, in the manner provided in Section 19. In the event of an emergency that in any way threatens the public or Village property during non -business hours, the Licensee must contact, as quickly as possible: Deerfield Police Department Non -Emergency number, (847) 945-8636. The Licensee must identify each Wireless Facility with its name on each major component, which shall be unobtrusive identification or location markings to enable the Village to determine who to contact in the event of an emergency involving the Wireless Facility or the Village Facility on which it is located. 9 Section 21. Utility Worker SafetV. Prior to the commencement of service to a Wireless Facility, the Licensee must provide to the Village Manager, or his or her designee, written safety precautions and protocols for any Village employees or contractors working on or near the Wireless Facility. All updates to the precautions and protocols must be provided to the Village promptly. If the precautions or protocols require personnel training, personal protective equipment, or particular tools, then the cost of those items will be borne by the Licensee. If no safety precautions or protocols are required, then the Licensee must submit a statement to that effect. Section 22. General Provisions. (A) Amendments. This License Agreement may be amended only in writing signed by properly authorized representatives of the Village and the Licensee. (B) Authorization. Each party represents and warrants that it has the authority to enter into this License Agreement. (C) Binding Effect. This License Agreement is binding on each party's successors and assigns. (D) Entire Agreement. As of the Effective Date, this License Agreement is the only agreement between the Village and the Licensee with regard to SWFs within public rights-of-way. Except for this License Agreement there are no promises or understandings, oral or written, that apply to or bind the parties as to the subject matter hereof. (E) No Waiver of Provisions. The delay or failure of a party to assert a right under, or insist on strict performance of, this License Agreement will not be deemed a waiver of that right or the ability to insist on strict performance. (F) Counterparts. This License Agreement may be signed separately by the Village and the Licensee and transmitted to the other party in PDF (pdf) format, and the two signed counterparts will be deemed one instrument. [signatures on following page] 10 IN WITNESS WHEREOF, the Village and the Licensee have caused this License Agreement to be signed by its duly authorized representative as of the Effective Date. Chicago SMSA 'mited, artners p d/b/a Village of Deerfield Verizon Wir, ss r By: 4 By: �+ u , Na : J �/�><..S �:. M /� r+j A✓ Name: C��" .�l'c 6 e'oit Title: I lej-wy F a "## (. A0 Title: 11 t o U 11 SCHEDULE OF APPROVED WIRELESS FACILITIES This Schedule of Approved Wireless Facilities includes an "Identification Sheet" for the Licensee's Wireless Facilities for which the Village has issued a permit and has approved for location on a Village Facility (each an "Approved Wireless Facility'). Each Identification Sheet must include the permit date, the location of the Village Facility, a drawing or other description of the Village Facility, identification and description of the Approved Wireless Facility, and all site-specific terms and conditions related to the Approved Wireless Facility. An Identification Sheet for an additional or replacement Approved Wireless Facility may be added to this Schedule only with written consent of the Village Administrator and the Licensee. Each Identification Sheet must be attached to this Schedule of Approved SWFs. 4634805010 [See following pages for Identification Sheets] 12