R-03-26 Approving Master License Agreement with Delta Communications, LLC dba Clearwave Fiber for Fiber Broadband Installation� - 3 -aco
418 Main Street I Lemont, IL 60439
TO: Village Board Meeting
FROM: Ted Friedley, Public Works
THROUGH:
SUBJECT: A Resolution Approving Master License Agreement with Delta
Communications, LLC dba Clearwave Fiber for Fiber Broadband
Installation
DATE: January 26, 2026
SUMMARY/BACKGROUND
Ancel Glink and HR Green assisted the Village in negotiating a Master License Agreement
(MLA) with Delta Communications, LLC dba Clearwave Fiber to construct, install, operate,
maintain, and remove fiber optic cables within the Village's public right-of-way. Clearwave
Fiber would look to offer Village residents/business owners an alternative to the current
broadband offerings in the Village and believe they can do so at a more competitive price than
what is being currently offered. As part of the negotiation process, Clearwave plans to install a
dedicated fiber optic network for Village buildings as well.
ANALYSIS
Clearwave Fiber, along with a number of other similar fiber optic centric companies, have been
installing fiber optic cables throughout the State of Illinois. They have started in the more rural
areas of the State that lacked necessary internet service access and are now starting to move
into the suburban areas that do offer multiple broadband options. Currently, the Village has
Xfinity (cable) and AT&T (fiber/DSL) as well as multiple wireless options like Verizon and T
Mobile.
Clearwave Fiber plans to install fiber optic cables Village wide in order to offer Lemont
residents/business owners a viable broadband alternative. This installation will require Village
staff to handle tasks such as plan review, permit coordination, existing utility marking, and
construction inspection. Clearwave has agreed to pay necessary permitting fees and
reasonable costs associated with Village approved consultants to cover the cost of these
tasks.
Clearwave Fiber is a licensed telecommunications retailer, so the Village intends to collect the
6% sales tax associated with such a retailer.
Construction wise, all of the fiber network will be installed underground other than controller
cabinets that need to be above ground. A controller cabinet is necessary for every 500 or so
homes that sign up for the service. The Village will work with Clearwave Fiber to minimize the
visibility of these cabinets. Clearwave Fiber will handle all necessary restoration, including
concrete and asphalt patching. Clearwave Fiber has agreed to minimize signage throughout
the Village. Clearwave Fiber will produce an as -built shapefile at the end of the project that
the Village will be able to add to the Village GIS.
Consistency with Village Policy
STAFF RECOMMENDATION
Pass A Resolution Approving Master License Agreement with Delta Communications, LLC
dba Clearwave Fiber for Fiber Broadband Installation
BOARD ACTION REQUESTED
Pass A Resolution Approving Master License Agreement with Delta Communications, LLC
dba Clearwave Fiber for Fiber Broadband Installation
ATTACHMENTS
A Resolution Approving Master License Agreement with Delta Communications, LLC dba
Clearwave Fiber for Fiber Broadband Installation. pdf
VILLAGE OF LEMONT
RESOLUTION
NUMBER R-"" -26!
A RESOLUTION APPROVING MASTER LICENSE AGREEMENT WITH DELTA
COMMUNICATIONS, LLC dba CLEARWAVE FIBER FOR FIBER BROADBAND
INSTALLATION
JOHN EGOFSKE, Village President
CHARLENE M. SMOLLEN, Clerk
SAMUEL J. FORZLEY
JANELLE KITTRIDGE
KEN MCCLAFFERTY
KEVIN SHA UGHNESSY
RICKSNIEGOWSKI
RON STAPLETON
Trustees
Published in pamphlet form by authority of the Village President and Board of Trustees of the Village of Lemont on _1�- _32026
RESOLUTION NO. R- 2) -26
A RESOLUTION APPROVING MASTER LICENSE AGREEMENT WITH DELTA
COMMUNICATIONS, LLC dba CLEARWAVE FIBER FOR FIBER BROADBAND
INSTALLATION
WHEREAS the Village of Lemont, Counties of Cook, Will, and DuPage, Illinois, ("the
Village") is a municipality in the State of Illinois with full powers to enact Ordinances and adopt
Resolutions for the benefits of the residents of the Village; and
WHEREAS, the Village of Lemont wishes to enter a Master License Agreement with
Delta Communications, LLC dba Clearwave Fiber for Fiber Broadband Installation as further
outlined in the agreement attached hereto as Exhibit A ("Agreement"); and
WHEREAS, the Village President and Board of Trustees find that it is in the best
interests of the Village to authorize the Agreement attached hereto as Exhibit A.
NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of
the Village of Lemont, Counties of Cook, Will and DuPage, Illinois, as follows:
SECTION 1:
That the above recitals and legislative findings are found to be true and correct and are
hereby incorporated herein and made a part hereof as if fully set forth in their entirety.
SECTION 2:
The Village President and Board of Trustees of the Village of Lemont hereby approve the
Agreement with Delta Communications, LLC dba Clearwave Fiber in substantially the same form
as attached hereto as Exhibit A, subject to attorney review.
SECTION 3:
The Village President is hereby authorized to execute the Agreement with Delta
Communications, LLC dba Clearwave Fiber.
SECTION 4:
This Resolution, and its parts, are declared to be severable and any section, subsection,
sentence, clause, provision, or portion of this Resolution that is declared invalid such decision
shall not affect the validity of any other portion of this Resolution, which shall remain in full
force and effect.
SECTION 5:
All Resolutions and Ordinances in conflict herewith are hereby repealed to the extent of
such conflict.
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS,
ON THIS )(a DAY OF j �)afq 2026.
PRESIDENT AND VILLAGE BOARD MEMBERS:
AYES: NAYES: ABSENT: ABSTAIN:
Samuel J. Forzley
Janelle Kittridge
Ken McClafferty
Kevin Shaughnessy
Rick Sniegowski
Ron Stapleton y
ATTEST:
CHAkfLfNE M. SMOLLEN
Village Clerk
ee-�
JOHN EGOFSKE
President
Gt 0 F
NV V (�
SEAL
IZONMS
Exhibit A
Master License Agreement with Delta Communications, LLC dba Clearwave Fiber
VILLAGE OF LEMONT MASTER LICENSE AGREEMENT FOR
FIBER OPTIC CABLE INSTALLATION IN PUBLIC RIGHT-OF-WAY
This License Agreement (this "Agreement") is made as of this day of
, 20_ (the "Effective Date") between the Village of Lemont, a
municipality incorporated under the laws of the State of Illinois (the "Village") and Delta
Communications, LLC dba Clearwave Fiber with its principal offices located at 27 Artley
Road, Ste. 4, Savannah, GA 31403, (the ""Licensee"). Village and Licensee are at times
collectively referred to hereinafter as the "Parties" or individually as the "Party."
SECTION 1. GRANT OF AUTHORITY
For and in consideration of the mutual covenants herein, and subject to the terms and
conditions set forth herein and in compliance with all Federal, State and local laws and
regulations, the Village grants a non-exclusive, revocable license (the "License") to the
Licensee to construct, install, operate, maintain, and remove fiber optic cables within the
Village's public right-of-way in accordance with the provisions of this Agreement.
Installations may only occur in specific locations approved in advance by the Village
through its permitting process, and each permitted Installation shall be governed by the
terms and conditions of this Agreement. No Installation shall occur without such prior
written approval.
Exhibit A to this Agreement shall consist of a running list and corresponding map(s) of all
locations approved by the Village for Installation pursuant to permits issued under this
Agreement. Exhibit A shall be updated from time to time, without requiring formal
amendment to this Agreement, to reflect the location and scope of each approved
Installation.
The License granted by this Agreement shall not convey any right, title, or interest
(including leasehold interest) in the ROWs, but shall be deemed to be a license only to
use and occupy the ROWs for the limited purposes stated herein. In the event of default
by the Licensee, the Village shall not be obligated to bring a forcible entry and detainer
action to terminate the Licensee's rights hereunder. The rights granted to the Licensee
by the Village are and shall be at all times subordinate to the Village's right to ingress and
egress and use the public ROWS. All rights and obligations to the Licensee under this
Agreement shall be exercised by the Licensee at its sole cost and expense.
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SECTION 2. DEFINITIONS
Fiber Optic Cable ("Cable"): A fiber optic cable and all of the conductors and other
devices, structures, apparatus, objects, materials, and equipment necessary for use of
the Cable (including, but not limited to, track and rails, wires, ducts, boxes, equipment
enclosures, cabinets, pedestals, poles, conduits, grates, covers, pipes, cables, and
appurtenances thereto.
Installation: Any placement, installation, extension, modification, reduction, or removal
of a Cable, or any component thereof within, on, over, above, along, across, upon, under,
or through a ROW.
Village Right -Of -Way ("ROW"): Village roads, streets, alleys, avenues, and other
public right-of-way.
Required Data: Prints, plans, drawings, maps, as -built plans, and any other similar
documents required by the Village.
Utility: Any public or private entity that provides essential services including, but not
limited to, telecommunications and internet services.
SECTION 3. SCOPE OF AGREEMENT
A. This Agreement authorizes Licensee to use ROW temporarily for Licensee's
Cable. Nothing in this Agreement may be construed to entitle or otherwise allow
Licensee to use any other property within the control of the Village except as
expressly agreed to in writing. Further, nothing in this Agreement may be
construed to limit, in any way, the police power and all other authority of the Village,
including adoption and enforcement of ordinances necessary to the health, safety,
and welfare of the public.
B. Prior to an Installation of Cable, the Licensee shall submit an Illinois registered
Professional Engineer stamped site -specific permit application and provide the
following to the Village:
1. The Village will receive (as the Licensee moves throughout the Village) a
dedicated fiber network that only connects Village buildings/facilities. The
buildings/facilities that the Village would want connected to this dedicated fiber
network are as follows:
a. Village Hall — 418 Main Street
b. Village Public Works — 16680 New Avenue
c. Village Police Department — 14600 127th Street
d. Lift Stations — will supply a location map
e. Wells/Pump Station/Water Towers — will supply a location map
VA
f. Elevators at the Lofts — 335 Front Street
2. A written statement for each location including diagrams and data satisfactory
to the Village, that the Installation will result in minimal disruption to the surfaces
of the ROW.
3. Proof of the Licensee's status as a telecommunications retailer under the
Illinois Telecommunications Infrastructure Maintenance Fee Act (TIMFA) if
claiming an exemption from fees based on such status.
4. The Notice which will be provided to the properties affected by each Installation,
including the anticipated dates during which the Installation or related
Installation activities will occur which may impact said properties, which Notice
shall be provide to each of the affected properties at least three (3) business
days prior to the Installation or Installation activities, setting forth the Installation
dates.
5. Any additional information requested in the permit application by the Village.
C. Neither this Agreement nor the License authorizes an Installation of Cable above-
ground or the Installation of pole or overhead Cable except as authorized by the
Village and documented in Exhibit A, including all appropriate maps, charts,
drawings, and related documents. Exhibit A shall be updated from time to time to
reflect such authorized installations.
D. Every utility that occupies ROW within the Village shall register on January 1 of
each year with the Village of Lemont, providing: (1) the utility's name, street
address, email address and regular business telephone number; (2) the name of
one or more Licensee contact persons who can act on behalf of the utility in
connection with emergencies involving the utility's facilities in the right-of-way and
a twenty four (24) hour telephone number for each such person and contact
numbers for each construction company and representative for each subcontractor
working in the Village; (3) evidence of insurance as required in Section 15 of this
Agreement, in the form of a certificate of insurance; and (4) evidence of its status
as a "telecommunications retailer" under the Telecommunications Infrastructure
Maintenance Fee Act (35 ILCS 635/5) et seg) if claiming such status to exempt it
from the payment of fees required under Section 4 of this Agreement.
SECTION 4. TERM AND FEES
A. Term,
1. The term of this Agreement shall be for a period of five (5) years, beginning on
the Effective Date and ending five (5) years thereafter (the "Term"), unless
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otherwise terminated sooner as provided for herein. This Agreement shall
automatically renew for an additional five (5) year term ("First Renewal Term")
provided that the Licensee is in full compliance with this Agreement. Renewal
shall require the Village's written determination that Licensee is in substantial
compliance with all Agreement terms. Renewal is not automatic unless such
finding is made.
2. Following the first renewal term, this Agreement may be renewed for
successive five (5) year terms ("Successive Term") provided that the Licensee
is in full compliance with the terms and conditions of this Agreement at the time
of renewal. The Licensee shall make written request for renewal of this
Agreement at least sixty (60) days prior to the expiration of the current term.
3. The First Renewal Term and each Successive Term is subject to a 5%
escalator on the previous term's Annual License Fee.
4. In the event the Licensee chooses not to renew this Agreement, this Agreement
shall terminate, and the Licensee shall remove its Cable and
telecommunication facilities from all Village ROWS and shall restore all ROWS
as required herein.
5. The parties recognize that the Licensee is a licensed telecommunications
retailer and the Village intends to collect the eligible 6% sales tax
B. Fees.
The Licensee shall not be required to pay any additional fees to the Village under this
Agreement, including for site specific permits, so long as Licensee (a) maintains its
status as a Telecommunications Retailer under the Telecommunications
Infrastructure Maintenance Fee Act (TIMFA) (35 ILCS 635/10(d) and (b) timely pays
the taxes imposed by the Simplified Municipal Telecommunications Tax Act (SMTT)
(35 ILCS 636/5) to the State of Illinois. in the event that Licensee does not have status
as a Telecommunications Retailer under TIMFA or loses its status as a
Telecommunications Retailer under TIMFA during the initial Term of this Agreement
or any subsequent Term, then the Licensee shall pay the Village an annual fee
("License Fee") based on the following formula:
a. An initial permit fee of $5,000.00 per Installation permit to be submitted upon
permit application ("Initial Permit Fee"), exclusive of the actual costs and
expenses incurred by the Village in excess of the Initial Permit Fee related
to permit review; and
b. A base annual fee of $5,000.00 per Installation permit ("Base Fee"); and
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c. A fee of $1.50 per lineal foot of fiber optic cable installed pursuant to the
permit ("Linear Foot Fee");
d. The Base Fee and Linear Foot Fee for each permitted Installation shall be
payable upon completion of the Installation authorized by that permit and
annually thereafter for so long as the Installation remains in place, unless
otherwise agreed in writing by the Village.
Any perceived discrepancy in lineal footage installed will be reconciled by the Village
and Licensee upon Licensee's submission of as -built drawings by the Licensee at the
conclusion of each Installation or any additional Installation. If the lineal footage
reflected in the applicable permit exceeds the footage shown in the Licensee's as -built
drawings, the Village may rely on the greater footage for fee calculation purposes
unless the Licensee provides written justification and supporting documentation
satisfactory to the Village demonstrating that a lesser amount was installed. The
Village reserves the right to verify the accuracy of any such claim and may adjust the
fee accordingly. If such verification requires additional Village resources, the Licensee
shall reimburse the Village for its reasonable, documented expenses incurred in
connection therewith.
Licensee shall submit annual certification of telecommunication retailer status,
insurance coverage, and fee/tax payments. The Village also reserves the right to audit
any related data or fee calculations.
C. Actual Costs and Expenses.
For and in consideration of the License and as a condition of this Agreement and of
the License granted pursuant to this Agreement, the Licensee shall pay all reasonable
direct and indirect costs and expenses of the Village related to the enforcement and
administration of this Agreement and the Installation permit, including but not limited
to any applicable consultant, professional and attorney's fees, which may be incurred
by the Village in excess of the Initial Permit Fee, Base Annual Fee, and Annual Linear
Foot Fee collected. The Village will give Licensee reasonable advance notice and
documentation for any such costs.
SECTION 6. REPRESENTATIONS AND WARRANTIES BY LICENSEE
Licensee represents and warrants to the Village that (a) Licensee has and will maintain
all approvals, authorizations, certifications, licenses, and franchises required by the State
of Illinois, the Federal Communications Commission and/or any other agency to provide
the communications Cable and (b) all work performed by Licensee pursuant to this
Agreement shall be performed in a good and workmanlike manner, consistent with any
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permit specifications, Village Standards, and applicable regulations, including, but not
limited to, Title 17, Chapter 17.25 of the Village of Lemont Code of Ordinances
SECTION 6. TITLE AND CONDITION OF ROWS
It is understood and agreed that the Village makes no representations, warranties or
assurances with respect to the following: the condition of the title or boundaries of the
ROW(s); the condition of the underground duct or conduit; other utilities, facilities, or
Installations in the ROW(s); any other improvements or soils located on the ROW(s); or
the suitability of the ROW(s) for the Licensee's intended use. ALL IMPLIED
WARRANTIES OF QUALITY, FITNESS, MERCHATABILITY AND HABITABILITY ARE
HEREBY EXCLUDED. The Licensee assumes all risks associated with the placement,
operation, maintenance, and removal of the Installations within the ROW(s) and suitability
of the ROW(s) for its Installations. The Licensee accepts the ROW(s) in an "AS IS,
WHERE IS" condition, including any environmental conditions, and accordingly, the
Village shall not be held liable for any damages or liabilities resulting from any actions
that arise because of any claims concerning the title, boundaries, or condition of the
ROW(s).
SECTION 7. PERMIT REQUIREMENTS; INSTALLATIONS
A. Permit Required.
1. A Village permit is required for each Installation. A Village permit will be issued if
the proposed Installation is consistent with the use of the ROW as provided by this
Agreement.
2. The application for a Village permit to commence an Installation shall be submitted
to the Village digitally through their OpenGov website. Please contact the Village
Building Director for further instruction. Each application shall be submitted
electronically unless otherwise provided by the Village and accompanied by the
Required Data, which shall accurately show the nature and exact location of the
proposed work. No work may start on an Installation until the Required Data have
been reviewed and approved by the Village, which review will be completed within
a reasonable period after submittal. The Licensee shall submit applications in
manageable projects based upon what the Village Public Works Department can
locate while still being able to perform their other Village duties.
3. In addition to all other Village remedies provided in this Agreement, if Licensee
fails to furnish as -built plans, or any other Required Data, or submits Required
Data that are materially incorrect, incomplete, or inaccurate, then the following
provisions apply, except for any damages, claims or liabilities arising as a result of
the willful or wanton misconduct of the Village or its agents, employees or
contractors:
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a. The Village shall not be responsible or liable to Licensee if any construction or
Installation are damaged in any respect whatsoever in the course of any work
being done by the Village; and
b. The agreement of Licensee to indemnify and hold harmless the Village as set
forth in Section 16 below, will include any claims or demands of any nature
whatsoever, including without limitation, direct damages, asserted by or on
behalf of third persons arising out of or relating to any damages to the
Installations and/or interruption or impairment of service.
c. In the event of an emergency that Licensee reasonably believes poses an
immediately threat of harm to the public or to any Licensee Installation,
Licensee may enter the ROW in order to ameliorate the threat without first
securing a Village permit, provided, however, Licensee shall advise the Village
immediately of the emergency and furnish the Village with a description of the
threat and the repair and seek a proper Village permit within a reasonable
period of time thereafter.
B. Installations,
1. The location of the Installation shall be as approved by the Acting Village Engineer
(or designee).
2. Except as otherwise provided herein, Licensee shall notify the Village within a
reasonable period but not less than 72 hours prior to commencing any Installation.
All construction materials and construction warning devices must conform to the
following standards as published by the Illinois Department of Transportation:
"Manual on Uniform Traffic Control Devices," "Standard Specifications for Road
and Bridge Construction," and the "Highway Standard" manual in effect from time
to time.
3. Each Installation shall be undertaken under the supervision of the Village.
4. Each Installation shall be located so that it cannot obstruct, injure, or interfere in
any manner with any drain, sewer, catch basin, water or sewer pipe, pavement, or
any other public or private improvement.
5. Each Installation shall be located so that it does not unreasonably interfere with
the use or maintenance of the ROW by the Village, by any utility, by the general
public or by other persons authorized to be present in or upon the public ROW.
6. Licensee shall obey all regulations related to the ROW in effect as of the Effective
Date and thereafter.
7. In connection with any Installation, at any time or under any circumstance,
Licensee agrees as follows:
a. In performing any work, Licensee may never materially interfere with or
obstruct traffic without first having given the Village notice in writing as to
the date and time period during which such the obstruction will exist and the
Village having approved the obstruction. The Village may impose
reasonable terms and conditions for the obstruction.
b. If an alteration or change of location for any Installation becomes
necessary, then Licensee shall undertake and complete, after permission is
granted by the Village, the alteration or change of location at Licensee's
expense within a reasonable time. If the alteration or change of location is
requested by the Village, then the Village will cooperate with Licensee in
the selection of an alternative location.
c. No Installation may be relocated or removed without the prior written
consent of the Village.
d. If any drain, sewer, catch basin, water pipe, pavement or other public or
private improvement is damaged as the result of an act or negligence by
Licensee or any of its agents, Licensee shall promptly repair the damage or
replace the damaged improvement to the satisfaction of the Village. If
Licensee fails to make the repair promptly, then the Village may undertake,
or hire a contractor to undertake, the repair and charge all costs and
expenses for the repair to, and collect all costs and expenses from,
Licensee.
e. All movement and storage of equipment and materials shall be confined to
the area designated by the Village.
8. The Village has, and always will have, the right to enter and inspect, at all times,
the work on an Installation. The Village has the right to repair any or all damage to
areas surrounding the licensed premises, and if such damage is caused by
Licensee, then the actual, reasonable and documented cost of such repair shall
be the responsibility of the Licensee.
Licensee shall promptly correct any default or nonconformance with any Village
written Installation standards. The correction shall be completed within fifteen (15)
workdays after notice for default or nonconformance from the Village. The Village
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may extend the time in the event of inclement weather or other conditions beyond
the control of Licensee. Licensee shall correct a default or nonconformance
immediately if the matter poses a public health, safety, or and welfare threat, as
determined by the Village (an "Emergency"). If the Village, in the exercise of its
reasonable discretion, determines that Licensee has not diligently and continuingly
worked to correct the Emergency, then Licensee shall pay the Village $1,000.00
for each calendar day and each partial calendar day the Emergency was not fully
corrected as compensation for losses that are difficult to quantify, such as adverse
impacts to traffic and the provision of Village services to the public.
9. if the Village determines that an Installation or other Licensee property must be
temporarily disconnected, relocated, or removed because of an issue related to
ROW, then the Village may, by written notice, require Licensee to undertake the
Village's request within 90 days after receipt of the notice from the Village and
approval to do so by the Village. Similarly, Licensee, at its expense, shall protect
any property of Licensee when the Village issues a similar notice related to traffic
conditions, public safety, street vacation, street construction, construction on
streets, including street repairs, repairs or replacement of sewers, drains, water
pipes, power lines, signal lines, transportation facilities, tracks, or any other type
of structure, including improvement by any other governmental agency.
10. Licensee has the sole responsibility for the maintenance, repair, and upkeep of all
Installations. The Installations shall be maintained in good and safe condition and
in a manner that complies with all applicable Federal, State and local laws,
regulations and policies, including the applicable provisions of the Village of
Lemont Code of Ordinances Title 17, Chapter 17.25, as may be amended from
time to time ("Village ROW Standards"). In the event of a conflict between this
Agreement and the Village ROW Standards, the more specific terms and
conditions shall control. The Licensee shall use due care to insure that no damage,
beyond reasonable wear and tear, is caused to the ROWs. The Licensee shall
report any damage it causes to any affected party in writing within twenty-four (24)
hours of the damage. The Licensee shall reimburse the other party for any damage
caused by its employees, contractors, subcontractors, agents, representative, or
its Installations.
11.AI1 surplus excavated material, including all trees, stumps and other debris
resulting from construction operations, shall be disposed and removed from the
Village's property.
12. In the event the Licensee requires installation of additional facilities, the Licensee
shall make an application to the Village and submit all materials required by the
Acting Village Engineer for evaluation.
IN
13. Licensee shall provide as-builts in GIS format upon the completion of each
permitted area.
SECTION 8. MARKING
Licensee shall comply with the Illinois Underground Utility Facilities Damage Prevention
Act, as it is amended from time to time.
Prior to and during any Installation or relocation of any underground cables or utility lines,
the Licensee shall contact J.U.L.I.E, to ascertain the presence and location of existing
aboveground and underground utilities and Installations within the ROW to be occupied
by the Licensee's Cables and Installations and install route markers in accordance with
the Illinois Underground Facilities Damage Prevention Act.
The Village shall have no obligation to mark the location of the Licensee's Cables and
Installations. The Licensee agrees that it will become a member of J.U.L.I.E. as a
requirement of this Agreement and that such a system is designed to alert the Licensee
to planned work in the ROW, so that the Licensee can mark the location of its Cables and
Installations to avoid damage. The Village shall have no obligation to alert the Licensee
to proposed work by itself or others, other than as a participating member of the J.U.L. I.E.
system.
SECTION 9. PUBLIC SAFETY
The Licensee or other persons acting on its behalf, at its own expense, shall use suitable
barricades, flags, flagmen, lights, flares and other measures as required for the safety of
all members of the general public and to prevent injury or damage to any person, vehicle,
or property by reason of any work in or affecting the ROW or other property.
If the Village, in its reasonable discretion, determines that a particular use of the ROW by
the Licensee is, or will be, hazardous to the public or the property, the Licensee, upon
written notice from the Village, shall install commercially reasonable safety devices or
make commercially reasonable modifications at the Licensee's sole expense to render
the ROW safe for, and compatible with, public use. In the event the Licensee fails to install
such safety devices or make required modifications within twenty-four (24) hours, or, if
such modifications cannot be completed expeditiously to render the ROW safe for the
public, the Village may install such safety devices. In the event the Village installs such
safety devices, the Licensee agrees to pay the actual costs of such improvements upon
written demand, or the Village may terminate this Agreement, with all rights of the
Licensee hereunder being forfeited, and the Licensee waives all rights and claims of any
kind against the Village arising out of this Agreement and its termination.
SECTION 10. RESTORATION OF VILLAGE PROPERTY
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Within ten (10) calendar days after initial construction operations have been completed
or after repair, relocation or removal of the Cable and/or Installations, the Licensee, shall,
at its sole cost and expense, grade and restore all areas disturbed by construction
operations, including, but not limited to, sidewalks, utilities, pavements, plantings, and
parkways to a condition substantially similar to that which existed prior to the
commencement of the work, or nearly as practicable as determined by the Village. This
time period may be extended for good cause shown. If weather or other conditions do not
permit the complete restoration required by this Section, the Licensee shall temporarily
restore any disturbed property. Such temporary restoration shall be at the Licensee's sole
expense and the Licensee shall promptly undertake and complete the required
permanent restoration when the weather or other conditions permit such permanent
restoration. Licensee warrants all restoration work for three (3) years from completion and
shall promptly repair any issues upon written request from the Village.
All excavations in lawns or grassy parkways shall be backfilled, tamped, and then
restored to the original condition with sod or hydroseed as determined by the Village, in
accordance with the time requirements of this Section and other applicable provisions of
this Agreement. If any sidewalk, utility, pavement, plantings, parkway, lawn, or grassy
area becomes uneven or unsettled, dies, or otherwise requires repairing within one year
after the restoration, because of the disturbance by Licensee, then Licensee, as soon as
climatic conditions permit, shall promptly, upon receipt of notice from the Village, cause
all necessary restoration to be undertaken promptly to the condition in which it existed
before the disturbance by Licensee. The restoration shall be completed within five
workdays after the commencement of restoration work.
If Licensee fails to commence and complete the restoration work in the manner and within
the time periods prescribed in this Section or make any and all repairs to the ROW or
other Village property as required by this Agreement , then the Village may perform or
cause to be performed the required work and either demand payment from the Licensee,
who agrees to pay the reasonable costs of such restoration or repairs upon written
demand and receipt by Licensee of all invoices and documentation supporting the actual
costs incurred by the Village, or demand payment from the security posted by the
Licensee, which payment must be received by the Village within thirty (30) days of
demand and receipt by Licensee of all invoices and documentation supporting the actual
costs incurred by the Village. Licensee shall be deemed to have received invoices and
documentation on the date of a Village email to the Licensee with the invoices and
documentation attached to the email or the date on which the Village deposited such
invoices and documentation in the U.S. Mail, as evidenced by certified mail or another
verifiable method.
SECTION 11. ENVIRONMENTAL
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The Licensee shall not trim or cut any trees or shrubs, alter or impede water flowage,
apply chemicals or disturb the topography of the ROW in any manner without prior written
approval of the Village. The Licensee shall take all reasonable steps to assure that the
Licensee will not release any regulated material in violation of any Federal or State
environmental law on the ROW. The Licensee, at its sole cost and expense, shall
remediate, remove, clean up or abate in accordance with Federal or State law, or
directives of the appropriate oversight agency, a release of a regulated material in
violation of a Federal or State law occurring on the ROW, to the extent such release was
caused by the Licensee. In the event of a release of a regulated material in violation of a
Federal or State law on the ROW by the Licensee, or any claim or cause of action brought
against the Village regarding such release, the indemnification provided for in Section 16
shall apply.
12. DAMAGE TO THE LICENSEE'S CABLE OR INSTALLATIONS
The Village shall not be liable for and the Licensee expressly waives all claims for any
damage to or loss of the Licensee's Cable or Installations within the ROW as a result of
or in connection with any public works, public improvements, construction, excavation,
grading, filling or work of any kind in the ROW by or on behalf of the Village, except for
any damages, claims or liabilities arising as a result of the negligence or misconduct of
the Village or its agents, employees or contractors.
13. REMOVAL, RELOCATION, OR MODIFICATIONS OF INSTALLATIONS
Within thirty (30) days following written notice from the Village, the Licensee shall, at its
own expense, protect, support, temporarily or permanently disconnect, remove, relocate,
change or alter the position of any part of its Cable or Installation within the ROW
whenever the Village has determined in the exercise of its governmental proprietary rights
and powers, that such temporary or permanent removal, relocation, change or alteration,
is reasonably necessary for the construction, repair, maintenance, or installation of any
Village improvement in or upon, or the operations of the Village in or upon, the ROW. In
the event that relocation of any or all of the Cable and/or installation is required, and the
Village and the Licensee are unable to identify a feasible alternative to relocation within
the thirty (30) calendar day period, then the Village may terminate this Agreement, without
penalty or payment to the Licensee, solely with respect to the portion of the ROW required
by the Village for the above reasons or other public purposes.
In the event the Licensee is required to disconnect, relocate, remove, change, or alter the
position of part or all of its Cable and/or Installation from the ROW and fails to do so within
the time required by the Village, the Village may make or cause to be made such
disconnection, relocation, removal, change, or alteration, and the Licensee shall be liable
to the Village for all costs regarding same. The Village may either demand payment from
the Licensee, who agrees to pay the reasonable costs of such relocation or removal upon
written demand and receipt by the Licensee of all invoices and documentation supporting
the actual costs incurred by the Village, or demand payment from the security posted by
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the Licensee, which payment must be received by the Village within thirty (30) calendar
days of demand and receipt by the Licensee of all invoices and documentation supporting
the actual costs incurred by the Village. Licensee shall be deemed to have received
invoices and documentation on the date of a Village email to the Licensee with the
invoices and documentation attached to the email or the date on which the Village
deposited such invoices and documentation in the U.S. Mail, as evidenced by certified
mail or another verifiable method.
(a) Removal of Unauthorized Cable or Installation: Within thirty (30) calendar days
following written notice from the Village, the Licensee shall, at its own expense,
remove all or part of any unauthorized Cable and/or Installation or appurtenances
from the ROW. A facility is unauthorized and subject to removal in the following
circumstances:
(1) Upon expiration or termination of this Agreement or the permit obtained by the
Licensee, unless otherwise permitted by applicable law;
(2) If the Cable and/or Installation was constructed or installed without the prior
grant of a license or permit;
(3) If the Cable and/or Installation was constructed, installed, or maintained in
violation of this Agreement or Village ROW Standards; or
(4) If the Cable and/or Installation was constructed or installed at a location not
permitted by a permit obtained by the Licensee.
If the Licensee installs its Cable and/or Installation in a ROW without a permit for that
location, the Licensee agrees to pay a penalty payable to the Village of Lemont in the
sum of One Thousand Dollars ($1,000.00) per month due on the first day of each month
regardless of the amount of time the Licensee's Cable and/or Installation remain in the
ROW during that month until removed or permitted. Payment of the penalty shall not
authorize the presence of the Cable and/or Installation in the specific site without a permit.
No action or inaction by the Village with respect to unauthorized use of any Village ROW
shall be deemed a ratification of an unauthorized use.
(b)Emergency Removal or Relocation of Installation: The Village retains the right and
privilege to disconnect, cut, move or remove any part of the Licensee's Installation
located with the Village's ROW, as the Village may determine to be necessary,
appropriate or useful in response to any public health or safety emergency. If
circumstances permit, the Village will attempt to notify the Licensee, if known, prior
to cutting or removing any part of the Installation and after cutting or removing any
part of the Installation.
14. NO TRANSFER OR ASSIGNMENT
This Agreement shall be binding upon and shall inure to benefit the Parties and their
successors and assigns. During the term of this Agreement, the Licensee acknowledges
and agrees that it does not have the right or authority to transfer or assign this Agreement
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or any interest herein without the prior written consent of the Village; provided however,
that the Licensee shall have the right, without the Village's prior written consent, to assign
or otherwise transfer this Agreement to any successor entity or affiliate or subsidiary of
the Licensee, or to any entity into which the Licensee may be merged or consolidated or
which purchases all or substantially all of the assets of the Licensee. Any such written
consent required under this Section may not be unreasonably withheld. Any transferee
or assignee shall, at a minimum, show satisfactory evidence that it meets the insurance
requirements and other terms, conditions, and provisions contained herein. in the event
the License herein granted is terminated or the Licensee transfers title to the Cable and/or
Installations or vacates or ceases to use the Cable and/or Installations, the Licensee shall,
nevertheless, remain liable to the Village under the provisions hereof, until said Cable
and/or Installation herein authorized is removed, and the public ROW is restored as
required by this Agreement. Acceptance of payment from an entity or person other than
the Licensee shall not constitute a waiver of this provision. In all instances a successor
Licensee shall, within five (5) business days of substitution, notify the Village Public Works
Director of its legal identity, address, e-mail address, phone numbers and the identity of
its responsible representative to the Village.
SECTION 16. INSURANCE
A. Required Coverages and Limits: Licensee, at its own expense, shall maintain
the following insurance coverages in companies licensed to do business in the State
of Illinois and approved by the Village:
1. Commercial General Liability Insurance, including premises -operations,
explosion, collapse, and underground hazard (commonly referred to as "X", "C",
"U" coverages" and products -completed operations coverage with limits not
less than:
a. Five Million Dollars ($5,000,000.00) for bodily injury or death to any one
person;
b. Five Million Dollars ($5,000,000.00) for property damage, including
damage to Village property, resulting from any one occurrence.
c. Five Million Dollars ($5,000,000.00) for all other types of liability.
2. Comprehensive Automobile Liability Insurance covering the Licensee's owned,
non -owned and leased vehicles with coverage limits of One Million Dollars
($1,000,000.00) combined single limit each accident for bodily injury and
property damage, including contractual liability.
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3. Employer's Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per employee and per accident.
4. Statutory limits for Workers' Compensation.
5. Excess or Umbrella Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00)
aggregate for bodily injury and property damage, combined single limit. Such
coverage shall be written on a following form basis and shall apply in excess of
the commercial general liability, comprehensive automobile liability, and
explosion, collapse, and underground (XCU) hazard liability insurance required
herein. The umbrella or excess coverage shall provide coverage at least as
broad as the underlying policies and shall not be more restrictive. Evidence of
coverage shall be provided upon request, including a schedule of underlying
insurance.
B. Additional Insureds. The Village and its elected and appointed officers, officials,
employees, and agents shall be listed and endorsed as additional insureds under
the Commercial General Liability, Comprehensive Automobile Liability, Excess or
Umbrella, and Explosion, Collapse and Underground Hazard policies of insurance.
C. Maintenance and Renewal of Required Coverages. Each policy shall provide
that it will not be cancelled or materially modified without thirty (30) calendar days'
prior written notice to the Village and shall contain the following endorsement: "It
is hereby understood and agreed that this policy may not be canceled nor the
intention not to renew be stated until thirty (30) calendar days after receipt by the
Village, by certified mail, return receipt requested, of a written notice addressed
to the Village Administrator of such intent to cancel or not to renew."
D. Primary and Non -Contributory. All required insurance coverages shall be
primary and non-contributory as to the Village and its elected and appointed
officers, officials, employees, and agents.
E. Insurance Companies. All insurance provided pursuant to this Section shall be
affected under valid and enforceable policies, issued by insurers legally able to
conduct business with Licensee in the State of Illinois. All insurance carriers shall
be rated "A-" or better and a class size of "X" or higher by A.M. Best Company.
F. Coverage Increases. The foregoing insurance coverages shall be increased
upon written request by the Village to the Licensee but no more frequently than
every three years and only when the increases in coverage in a category become
routine in the insurance industry in Illinois for the specified coverage. Written notice
of a routine increase in coverage provided by the Village insurance provider or
insurance manager shall be prima facie evidence of a required increase. If the
Licensee disagrees with the proposed increase it shall do so in writing no later than
21 days after it receives notice of an increase which writing shall explain the basis
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of the objection. If the Parties are unable to reach agreement with regard to an
amount of an increase the Village and the Licensee's insurance companies shall
select a qualified third person insurance manager who shall designate the amount
of coverage. Such designation shall be final, non -appealable and binding for the
next three years.
G. Certificates of Insurance and Policies. The Licensee shall provide certificates of
insurance reflecting the requirements of this Section to the Village within thirty (30)
calendar days following notification that its application is complete. Furthermore,
the Licensee shall ensure that updated Certificates of Insurance are submitted to
the Village upon each renewal or expiration of the insurance policies, maintaining
continuous and compliant coverage for the duration of the license term.
Additionally, the Licensee shall furnish updated Certificates of Insurance to the
Village upon request at any time during the term of the license. Licensee shall
provide copies of any of the policies required by this Section to the Village within
ten (10) calendar days following receipt of a written request for such policies from
the Village. Copies of the policies shall be sent to the Village Administrator and
Village Attorney.
H. Subcontractors. The Licensee shall include all subcontractors as insureds under
its policies or shall furnish separate Certificates of Insurance and endorsements
for each subcontractor. All coverages for subcontractors shall be subject to all of
the requirements stated herein.
I. Self-insurance. The Licensee may self -insure all or a portion of the insurance
coverage and limit requirements required by this Section. The Licensee that self -
insures is not required, to the extent of such self-insurance, to comply with the
following requirements: the naming of additional insureds under this Section, the
provision of a Certificate of Insurance, or notice of cancellation of coverage. The
Licensee that elects to self -insure shall provide the Village evidence sufficient to
demonstrate its financial ability to self -insure the insurance coverage and limits
required in this Section, such as evidence that the Licensee is a "private self -
insurer" under the workers' compensation act. Self-insurance shall be primary, and
any Village policies of insurance shall be deemed non-contributory. Self-insurance
shall only be allowed with the Village's written approval, which shall not be
unreasonably withheld.
SECTION 16. DEFENSE, INDEMNIFICATION OF VILLAGE
To the fullest extent permitted by Illinois law, and without regard to the availability or
unavailability of any insurance, Licensee shall, at its own expense, defend, indemnify
and hold the Village and its elected and appointed officials and officers, employees,
agents, and representatives harmless from and against any and all injuries, claims,
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demands, judgments, damages, losses and expenses, including reasonable attorney
fees, professional and witness fees, costs of suit or defense, and penalties for or
associated with any provisions of this Agreement, arising out of, resulting from or alleged
to arise out of or result from the negligent, careless or wrongful acts, omissions, failures
to act or misconduct of the Licensee or its affiliates, officers, employees, agents,
contractors or subcontractors in the construction, installation, reconstruction,
maintenance or occupancy of any ROW, whether such acts or omissions are authorized,
allowed or prohibited by this Agreement; provided, however, that Licensee's indemnity
obligations hereunder shall not apply to any injuries, claims, demands, judgment,
damages, losses or expenses arising out of or resulting from the negligence or
misconduct by the Village, its officials, officers, employees, agents or representatives.
In addition to all of the provision above in this Section , Licensee shall, at its own cost and
expense, defend, indemnify and hold harmless the Village, its elected and appointed
officials and officers, employees, agents, and representatives from and against any and
all claims, damages, liability, expenses, judgments, attorneys' fees, penalties and any
other costs and expenses arising out of, resulting from or in any way relating to the
granting of the License to Licensee. The Village will promptly provide Licensee written
notice of any claim, demand, action, or proceeding for which indemnification will be
sought under this provision of the Agreement. Licensee will have the right at its cost and
expense to assume the defense of such claim, demand, action, or proceeding, using
counsel acceptable to the Village. The Village will have the right to participate, at its own
cost and expense, with respect to any such claim, demand, action, or proceeding that
Licensee defends. In connection with such a claim, demand, action, or proceeding,
Licensee and the Village shall cooperate with each other and provide each other with
access to relevant books and records in their possession. No such claim, demand, action,
or proceeding may be settled without the prior written consent of the Village, which
consent will not be unreasonably withheld or delayed.
The indemnification provisions set forth in this Section shall remain in effect for any claims
based on occurrences during a license period.
SECTION 17. RESERVATION OF IMMUNITIES
Nothing in this Agreement shall be interpreted or constitute a waiver, release, or to
otherwise compromise the Village's common law or statutory privileges or immunities
which are fully reserved.
SECTION 18. PERFORMANCE BOND
Prior to the commencement of any Installation work, Licensee shall secure a blanket
performance bond in a form and in an amount as set forth in this section. The performance
bond shall be continuously maintained in accordance with this Section at the Licensee's
sole cost and expense until the completion of the work authorized under each Installation
permit issued for each Installation project undertaken by the Licensee under this
Agreement. The performance bond shall serve as security for the faithful performance by
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the Licensee of all the obligations arising under or related to this Agreement and any
permit issued in relation to this Agreement, including, but not limited to:
1. The proper and timely completion of all authorized Installation work and
Installation -related work in accordance with applicable Village ordinances,
standards, and specifications; and
2. The proper restoration of the ROW and any other affected property; and
3. Ongoing maintenance, repair, or removal of an Installation as required by the
Village; and
4. Any expenditures, costs, damages, losses or liabilities incurred by the Village as a
result of the Licensee's acts or omissions in performance of its obligations under
this Agreement, including but not limited to failures to comply with applicable
codes, ordinances, regulations, permits, or other lawful requirements imposed by
the Village; and
5. The payment of all liens and any other sums due the Village from the Licensee
pursuant to this Agreement, applicable ordinances, or other law, including any
damages, claims, costs, or expenses the Village incurs as a result of the
Licensee's acts, omissions, or failure to perform obligations imposed by this
Agreement or any related permit.
The performance bond will not be canceled without prior notice to the Village and the
Licensee.
The dollar amount of the blanket performance bond shall be set at $50,000 and will be
applicable to all jobs performed by Clearwave Fiber on an annual basis.
No work may proceed under a permit until the required performance bond is filed with
and approved by the Village.
SECTION 19. LICENSEE EMERGENCIES
In an emergency related to an element of work, an Installation, or any other issue involving
the Licensee that requires action by the Licensee affecting (i) the ROW or any other
Village facility or (ii) causing the Village to alter, remove, relocate, or otherwise address
the ROW, the Licensee's Installation, or other Village responses or work, the Licensee
shall reimburse the Village for all associated emergency work costs. The Village will
provide Licensee with invoices and reasonable documentation for such reimbursements.
As used herein, "Emergency" refers to any unforeseen situation that creates an
immediate danger to persons, public health, safety or an essential service, where delay
may result in injury to persons or an unsafe environment.
SECTION 20. DEFAULT; TERMINATION
A. If Licensee fails or neglects to comply with a material provision of this Agreement
and fails to cure the failure or neglect within thirty (30) working days after written
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notice from the Village of the failure or neglect, or if Licensee advises the Village
in writing that Licensee no longer requires the use of any or all Installations, then
the Village may immediately terminate this Agreement and rescind the License.
Additionally, the Village may terminate this Agreement and rescind the License if:
(1) Licensee made fraudulent, false, misleading, or materially incomplete
statements in the permit application; (2) Licensee fails to cure a breach of this
Agreement within thirty (30) working days following written notice; (3) the physical
presence of Licensee or its Installations on, over, above, along, upon, under,
across, through or within the ROW poses a direct or imminent threat to public
health, safety, or welfare; (4) Licensee fails to construct the Installations
substantially in accordance with the permit and approved plans; or (5) Licensee
fails to provide required traffic control and does not respond to the Village's
requests to correct such deficiencies within a reasonable time frame. In any of
these cases, Licensee forfeits all rights created in this Agreement.
B. If this Agreement is terminated, then the Village may require Licensee to remove
all Cable and Installations from all ROW and to restore all ROW and other premises
affected by Licensee's Cable and Installations to a condition reasonably
satisfactory to the Village. If Licensee fails or refuses to remove all Cable and
Installations or fails or refuses to restore all ROW and other premises, then the
Village, after 30 calendar days' prior written notice to Licensee, may (i) claim the
Cable and Installations as the property of the Village at no cost to the Village or (ii)
remove all Cable and Installations and restore all ROW and other premises at the
sole cost and expense of Licensee. Licensee has no claim, and hereby disavows
any claims whatsoever, for damages against the Village or any of its officers,
officials, employees, or agents, on account of the matters stated in this Section or
elsewhere in this Agreement.
SECTION 21. DUTY TO PROVIDE INFORMATION
Within thirty (30) calendar days of a written request from the Village, the Licensee shall
furnish any information requested that is reasonably related to this Agreement, the
License granted hereunder, and any business activities related to the License or business
operations of the Licensee in the Village.
SECTION 22. VIDEO PROGRAMMING
The Licensee shall notify the Village if it intends on providing cable television content over
the Installation to subscribers within the Village. If required by law, the Licensee will enter
into a cable franchise or an open video system franchise agreement with the Village in
the event the Licensee does provide cable television content over its Installation.
SECTION 23. NO ENCUMBRANCES
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The Licensee shall not place or allow any liens, mortgages, security interests, pledges,
claims of others, equitable interests, or other encumbrances to attach to be filed against
title to the ROW.
SECTION 24. AGREEMENT NONEXCLUSIVE
Nothing in this Agreement may be interpreted, applied, deemed or construed to impede
or prohibit the Village from entering into any other agreements with any other entities
regarding ROW or other Village property, including without limitation agreements with
entities similar to Licensee. The provisions of this Agreement and the License are not
intended to, and do not, limit or modify any agreement, franchise, license, or permit
previously granted by the Village to any other entity regarding ROW or any other property.
Therefore, Licensee acknowledges and declares that Licensee shall, and will, exercise
the provisions of this Agreement in a manner that will not interfere with the prior or future
rights of other entities and that will not endanger or impair any facilities of other entities.
The Village agrees that it will require other entities to respect, in like manner, the authority
given to Licensee in the provisions of this Agreement.
SECTION 25. SEVERABILITY
If any provision of this Agreement is for any reason held to be illegal or invalid, then the
illegality or invalidity will not affect any other provision of this Agreement.
SECTION 26. NOTICE AND MAILING OF ADDRESSES
Except as otherwise specified in this Agreement, all notices, requests, and other
communications (a "Notice") shall be in writing, and will be deemed properly served (A) if
the Notice is hand -delivered to the party at the following address and will be in effect upon
delivery or (B) if the Notice is sent by registered or certified mail, postage prepaid, return
receipt requested, addressed to the party at the following address:
If to Village:
Village of Lemont
Building Department
418 Main Street
Lemont, IL 60439
with a copy to:
Ancel Glink — Village Attorney
1979 N Mill Street, Suite 207
Naperville, IL 60563
If to Licensee:
Delta Communications LLC, d/b/a Clearwave Fiber
]PE
P.O. Box 808
Harrisburg, Illinois 62946
With a copy to:
Clearwave Fiber
Attn: Legal Department
P.O. Box 1229
Pooler, Georgia 31322
legal@clearwavefiber.com
or to another addresses a party may designate by written notice to the other party, so
long as the written notice is given in accordance with this Section 13.
SECTION 27. FORCE MAJEURE
Neither the Village nor Licensee will be liable for any failure to deliver or perform or for
delay in delivery or performance due to a cause beyond its reasonable control, including
without limit a natural disaster, an action of a governmental authority other than the
Village, a flood, a fire, a war or civil disturbance, a serious transportation or
telecommunications problems not caused or contributed to by the other party, or any act
of God. These circumstances do not apply to normal, usual, and non -catastrophic
weather conditions experienced in the Metropolitan Chicago area.
SECTION 28. LICENSEE CERTIFICATIONS
As of the Effective Date, Licensee warrants to and executes the Certifications attached
to this Agreement. Licensee and the Village agreed that those Certifications are material
to this Agreement and any change in Licensee's representations with respect to the
Certifications shall constitute a breach of this Agreement.
SECTION 29. CHANGE OF LAW; RIGHTS UNDER LAWS
If any Federal, State, or local law or regulation (including, but not limited to, those issued
by the FCC or is successor agency) and any binding judicial interpretations thereof
(collectively, "Laws") that govern any aspect of the rights or obligations of the Parties
under this Agreement shall change after the effective date of this Agreement and such
change makes any aspect of such rights or obligations inconsistent with then effective
Laws, then the Parties agree to promptly amend this Agreement as reasonably required
to accommodate and/or ensure compliance with any such legal or regulatory change.
Changes in Federal, State or local laws of regulations effecting the placement of an
Installation under this Agreement shall become effective for each new Installation, subject
to a supplement application, from the legally effective date of the change, so long as the
permit for the supplement has not been granted as of that effective date and shall not
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require an amendment to this Agreement to be enforceable by the Licensor. This
Agreement is not intended in any way to limit or waiver either Party's present or future
rights under applicable State and Federal law.
SECTION 30. GENERAL MATTERS
A. Compliance with Law: Licensee shall at all times comply with all applicable federal
and State of Illinois laws, rules, and regulations and all Village codes and
ordinances. If any change in the law materially affects the Village's rights under
this agreement, the Parties shall renegotiate in good faith after written notice of
same.
B. Effect of Noncompliance: Any failure of Licensee to comply with any provision or
condition of this Agreement will not be excused and will be grounds for the Village
to terminate this Agreement.
C. Assumption of Risk: Licensee acknowledges that it has carefully read the
provisions and conditions of this Agreement and that it is willing to, and does,
accept all risks of the meaning of the provisions and conditions of this Agreement.
D. Authority to Enter Agreement: Licensee hereby warrants and represents to the
Village that: (1) it has the right, power, and authority to enter into this Agreement
and to accept the License; (2) the individuals executing this Agreement on behalf
of Licensee have the power and authority to bind Licensee to this Agreement; and
(3) neither the signing of this Agreement nor the performance of the obligations
contemplated in this Agreement will result in a breach or default under any
agreement to which Licensee is a party nor will violate any restriction, court order,
or agreement to which it is subject.
E. No Exemption To Lawful Taxes or Assessments: Nothing contained in this
Agreement may be construed to exempt Licensee from any tax levy or
assessment which is or may be hereafter lawfully imposed.
F. Amendment: Any amendment of this Agreement shall be made in writing and
signed by both the Village and Licensee.
G. Law and Venue: The License Agreement shall be construed, governed and
enforced according to the laws of the State of Illinois and any action to enforce
this License Agreement shall be brought in the Circuit Court of Cook County,
Illinois. In the event litigation commences to enforce a party's right hereunder,
including any action for declaratory judgment, the prevailing party in any such
litigation shall be entitled to recover its costs in bring such suit, to the fullest extent
provided for by law, including reasonable attorney's fees.
H. Permit Required for Provision of Services: Nothing in this Agreement may be
interpreted, applied, deemed, or construed to permit Licensee to provide any
services to locations or businesses in, or residents of, the Village. If Licensee
22
desires to provide any services within the corporate limits of the Village, then
Licensee shall first obtain all necessary permits, licenses, and other approvals
required by the Village.
1. Paragraph Headings: The paragraph headings and references are for the
convenience of the Parties and are not intended to limit, vary, define or expand
the terms and provisions contained in this Agreement and shall not be used to
interpret or construe the terms and provisions of this Agreement.
J. Entire Agreement: This Agreement constitutes the entire understanding between
the parties.
IN WITNESS WHEREOF, the Village and Licensee have caused this Agreement to
be signed in duplicate originals, each signed copy constituting an original, by its
respective officers and attested, all as of the day and date first hereinabove set forth.
VILLAGE OF LEMONT
John gofske, Village President
Date
DELTA COMMUNICATIONS, LLC dba CLEARWAVE FIBER
Charles Lawrence, President, Residential
0 21 ?�rG
Date
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