O-954-96 02/12/96VILLAGE OF LEMONT
ORDINANCE NO. < 5
AN ORDINANCE GRANTING TO METRICOM, INC., ITS SUCCESSORS
AND ASSIGNS, A NONEXCLUSIVE FRANCHISE TO ATTACH, INSTALL,
OPERATE AND MAINTAIN A WIRELESS DATA COMMUNICATIONS RADIO
NETWORK IN, ON, OVER, UPON, ALONG AND ACROSS THE
PUBLIC RIGHT OF WAY IN THE VILLAGE OF LEMONT, ILLINOIS
AS THE SAME NOW OR MAY HEREAFTER EXIST, PRESCRIBING
CERTAIN RIGHTS, DUTIES, TERMS AND CONDITIONS IN
RESPECT THERETO
LERETO
ADOPTED BY THE
PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF LEMONT
This
day of
Published in pamphlet form by
authority of the President and
Board of Trustees of the Village of
Lemont, Counties of Co k, Will, and
DuPage, ,Illinois this
day of
1996
1996.
ORDINANCE NO. ` 5-11
AN ORDINANCE BY THE VILLAGE BOARD OF THE
VILLAGE OF LEMONT, ILLINOIS, GRANTING TO
METRICOM, INC., ITS SUCCESSORS AND ASSIGNS,
A NONEXCLUSIVE FRANCHISE TO ATTACH,
INSTALL, OPERATE AND M.A.INTAIN A WIRELESS
DATA COMMUNICATIONS RADIO NETWORK 1N,
'ON, OVER, UPON, ALONG AND ACROSS THE
PUBLIC RIGHT -OF -WAY IN THE VILLAGE OF
LEMONT, ILLINOIS, AS THE SAME NOW OR MAY
HEREAFTER EXIST, PRESCRIBING CERTAIN
RIGHTS, DUTIES, TERMS AND CONDITIONS IN
RESPECT THERETO.
WHEREAS, Metricom Inc., has applied to the Village of Lemont fora non -
excIusive franchise for the attachment, installation, operation, and maintenance of a wireless
data communications radio network in, on, upon, along and across certain public rights-of-
way and easements within the Village of Lemont; and
WHEREAS, it has been found desirable for the welfare of the Village of Lemont
that such a non-exclusive radio network franchise be issued to, Metricom Inc., by enactment of
an ordinance;
NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE BOARD OF THE
VILLAGE OF LEMONT, ILLINOIS, as follows:
1. Definitions.
1.1 "Agency" means any governmental agency or quasi- governmental agency other
than the Village, including the FCC and the ICC.
1.2 "Effective Date" means the date that Metricom files written acceptance of this
Franchise with Village 's Village Clerk.
1.3 "FCC" means the Federal Communications Commission.
1A "Fee" means any assessment, license, charge, fee, imposition, tax (but excluding
any utility users' tax or franchise fee), or levy lawfully imposed by any governmental body.
1.$ "Franchise" means the terms under which Metricom is permitted to attach, install,
operate, maintain, remove, reattach, reinstall, relocate, and replace the Radios in the Public Right
of Way as provided below.
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1.6 "Gross Revenues" means the gross dollar amount accrued on Mctricom's books
for Services provided to its customers residing or, in the case of businesses, whose principal
executive office is located in, the Village, excluding, (1) the franchise fee required by Section 4.3
below, (ii) local, state, or federal taxes collected by Metricom that have been billed to the
subscriber and separately stated on such bill, and (iii) revenue uncollectible from subscribers (i.e.,
bad debts) located in the Village that were previously included in Gross Revenues.
1,7 "ICC" means the Illinois Commerce Commission.
1.8 "Law" or "Laws" means any and all judicial decisions, statutes, constitutions,
ordinances, resolutions, regulations, rules, tariff's, administrative orders, certificates, orders, or
other requirements of the Village or other Agency having joint or several jurisdiction over the
parties to this Franchise, in effect either at the time of adoption of this Franchise or at any time
during the presence of Radios in the Public Right-of-Way.
1.9 "Metricom" means Metricorn, Inc., a corporation duly organized and existing
under the laws of the State of Delaware, and its lawful successors, assigns, and transferees.
1.10 "Person" means an individual, a corporation, a limited liability company, a general
or limited partnership, a sole proprietorship, a joint venture, a business trust, and any other form
of business association.
1.11 "Provision" means any agreement, clause, condition, covenant, qualification,
restriction, reservation, term, or other stipulation in this Franchise that defines or otherwise
controls, establishes, or limits the performance required or permitted by either party to this
Franchise. All Provisions, whether covenants or conditions, shall be deemed to be both covenants
and conditions,
1.12 "Public Right -of -Way" means in, upon, above, along, across, under, and over the
public streets, roads, lane, courts, ways, alleys, boulevards, and places, including, without
limitation, all public utility easements and public service easements, as the same now or may
thereafter exist that are under the jurisdiction of the Village. This term shall not include any
property owned by any Person or Agency other than the Village except as provided by applicable
Laws or pursuant to an agreement between the Village and any such Person or Agency,
1.13 "Radio Month" means a calendar month during which a Radio occupies space on a
Village -owned pole or other property, even if such occupancy is less than the entire month,
1.14 "Radios" means that radio equipment to be installed and operated by Metricom
hereunder.
1.15 "Ricochet MCDN" means Ricochet MicroCellular Data Network, a wireless data
communications microcellular radio network owned and operated by Metricom.
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1.16 "Services" means the wireless data communications services provided through
Ricochet MCDN by Metricom.
1.17 "Village" means the Village of Lemont, Illinois.
2. TERM.
This Franchise shall be for a term of three (3) years, unless it is earlier terminated by either
party in accordance with the provisions herein, and shall commence on the "Effective Date ". This
Franchise shall automatically be renewed for four (4) successive (3) three -year terms by Metricom
on the sane terms and conditions as set forth herein unless Metricom notifies Village of its
intention not to renew prior to commencement of a succeeding renewal term.
3. SCOPE OF FRANCHISE.
3.1 Any and all rights expressly granted to Metricom under this Franchise, which shall
be exercised at Metricom's sole cost and expense, shall be subject to the prior and continuing right
of the Village under applicable Laws to use any and all parts of the Public Right-of-Way only,
exclusively or concurrently, with any other Person or Persons, and further shall be subject to all
deeds, easements, dedications, conditions, covenants, restrictions, encumbrances and claims of
title which may affect the Public Right -of -Way. Nothing in this Franchise shall be deemed to
grant, convey, create, or vest a perpetual real property interest in land in Metricom, including any
fcc or leasehold interest, or easement.
3.2 The Village hereby authorizes and permits Metricom to attach, install, operate,
maintain, remove, reattach, reinstall, relocate, and replace Radios in or on Village street light
poles, lighting fixtures, electroliers, or other Village -owned property located within the Public
Right-of-Way for the purposes of providing Services to Persons located within or without the
limits of the Village. Any work performed pursuant to the rights granted under this Franchise
may, at the Village's option, be subject to the prior review and approval of the Village. During
the term of this Franchise, the location of each Radio installed by Metricom or its designee shall
be disclosed, in writing, to the Village by Metricom. within thirty (30) days after its installation,
removal, or relocation. Such identifications shall be incorporated in Exhibit A to this Franchise.
3.3 The Village hereby further authorizes and permits Metricom to attach, install,
operate, maintain, remove, reattach, reinstall, relocate, and replace such number of Radios in or
on street light poles, power poles or other property owned by public utility companies or other
property owners located within the Public Right -of -Way as may be permitted by the public utility
company or property owner, as the case may be. Metricom shall furnish to the Village
documentation of said permission from the individual utility /property owner responsible.
3.4 Except as permitted by applicable Laws or this Franchise, in the performance and
exercise of its rights and obligations under this Franchise, Metricom shall not interfere in any
manner with the existence and operation of any and all public and private rights-of-way, sanitary
sewers, water mains, storm drains, gas mains, poles, aerial and underground electric and
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telephone wires, electroliers, cable television, and other telecommunications, utility, and municipal
property without the express written approval of the owner or owners of the affected property or
properties.
3.5 Metricom shall comply with all applicable Laws in the exercise and performance of
its rights and obligations under this Franchise.
3.6 The Village further reserves the right to modify the service voltage delivered to or
at any street light pole, utility pole or other property on which a Radio may be located. Metricom
shall replace or modify any Radio that will be affected by such voltage modifications within thirty
(30) days of receiving notice of voltage modifications, In the event that Metricom fails to replace
or modify any Radio within the thirty -day notice period before the voltage modification, the
Village may disconnect any such Radio until Metricom performs and completes the necessary
work and advises the Village accordingly.
4, FEES AND TAXES.
4.1 Metricom acknowledges and agrees that the Village may require users of revenue-
producing services such as the Services to pay a utility users' tax ( "Utility Tax ") to the Village
pursuant to Village's Municipal Code. If the Services are subject to the Utility Tax, Metricorn
agrees to collect the tax from Service users and remit such tax to the Village in accordance with
Village's Municipal Code.
4.2 Metricom shall be solely responsible for the payment of all lawful Fees and utility
charges in connection with the exercise of Metricom's right, title, and interest in, and the
attachment, installation, operation, and maintenance of Radios, and the rendering of Services
under this Franchise.
4.3 As compensation for this Franchise, Metricorn shall pay to the Village, on a quarterly
basis, an amount equal to five percent (5 %) of Metricom's Gross Revenues which amount will be
collected from subscribers of the Services and remitted to Village as provided herein. The
compensation required by this section shall be due on or before the 45th day after the end of each
calendar quarter, or fraction thereof. Within 45 days after the termination of this Franchise,
compensation shall be paid for the period elapsing since the end of the last calendar quarter for which
compensation has been paid. Metricorn shall furnish to the Village with each payment of compensation
required by this section a statement, executed by an authorized officer of Metricorn or his or her
designee, showing the amount of Gross Revenues for the period covered by the payment. If Metricom
discovers that it has failed to pay the entire or correct amount of compensation due, the Village shall be
paid by Metricom within fifteen (15) days of discovery of the error or determination of the correct
amount. Any overpayment to the Village through error or otherwise shall be offset against the next
payment due from Metricom. Acceptance by the Village of any payment due under this section shall
not be deemed to be a waiver by the Village of any breach of this Franchise occurring prior thereto, nor
shall the acceptance by the Village of any such payments preclude the Village from later establishing
that a larger amount was actually due, or from collecting any balance due to the Village.
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4.4 Metricom shall keep accurate books of account at its principal office in Los Gato
or such other location of its choosing for the purpose of determining the amounts due to the
Village under Section 4,3. The Village may inspect Metricom 's books of account at any time
during regular business hours on five (5) days' prior written notice and may audit the books frorr
time to time at Village's sole expense, but in each case only to the extent necessary to confirm th
accuracy of payments due under Section 4.3. The Village may require quarterly or annual report
from Metricom relating to its operations and revenues within the Village. Village agrees to hold
in confidence any non - public information it learns from Metricom in accordance with applicable
law,
4•5 Metricom shaII reimburse the Village at Village's standard rates for all reasonable
expenses relating to the preparation, issuance, implementation and administration of this
Franchise, not to exceed Two Thousand Dollars ($2,000) in the aggregate.
4.6 As additional compensation for this Franchise, Metricom shall pay to the Village
an annual fee (the "Annual Fee ") in the amount of Sixty Dollars ($60.00) for the use of each
Village -owned pole or other property upon which a Radio has been installed pursuant to this
Franchise. The initial Annual Fee shall be due and payable not later than the date of installation of
the first Radio on a Village -owned pole or other property pursuant to this Franchise (the
"Installation Date "), and shall equal the number ofR.adios Metricom then estimates it will install
on Village -owned poles or other property during the succeeding twelve (12) months multiplied by
the Annual Fee. The Annual Fee for subsequent years shall be due and payable not later than
thirty (30) days following each anniversary of the Installation Date and shall equal the number of
Radios then installed pursuant to this Franchise multiplied by the Annual Fee, adjusted for the
Prior Year Adjustment, as described immediately below. The Prior Year Adjustment shall either
increase or decrease a subsequent year's Annual Fee to account for the installation or removal of
Radios during the prior year; and shall equal the difference between (i) the number of Radios used
to calculate the prior year's Annual Fee multiplied by twelve (12), and (ii) the actual number of
Radio Months which occurred during such year, multiplied by one - twelfth of the Annual Fee,
The Annual Fee shall be increased effective January of the first year of each renewal term
hereof based on the percentage change in the U.S. Department of Labor, Bureau of Labor
Statistics, Consumer Price Index of all items, Base 1982 -1984, for the Chicago- Gary - Kenosha,
IL - IN- WT Consolidated Metropolitan Statistical Area(or the substantial equivalent) which
occurred during the previous term or renewal term.
4.7 Notwithstanding the foregoing, in lieu of the Annual Fee, and solely with respect to the
first fifty (50) Radios installed (or Radios installed in substitution for any such Radio) by Metricom on
Village -owned poles, Village shall be entitled to receive up to twenty (20) free subscriptions to use
Metricom's Ricochet MCDN service and the use of up to twenty (20) Metricom modems, for so long
as Metricom maintains such Radios in use on a Village -owned pole pursuant to this Agreement. Such
option may be exercised by Village in increments of five (5) subscriptions and five (5) modems in lieu
of Annual Fees for twelve (12) Radios. Metricom shall provide such free subscriptions and equipment
at such time as Metricom is providing commercial service in such area, provided that prior to such
service date Village shall not be entitled to receive any annual fee or other compensation in lieu
thereof. Any Radios installed by Metricom on Village -owned poles over the fifty (50) Radio limit shall
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be subject to the annual fee set forth above. Village shall be required to return to Metricom any
equipment provided to Village upon termination of any free subscription.
4.8 Should Metricom enter into a similar agreement
Illinois containing financial benefits for the city /village whch are ub substantially uperiorgtoi those in
in
this Franchise, Metricom and Village shall modify this Franchise to incorporate the same or
similar benefits, Metricom shall notify Village within thirty (30) days of entering into such
superior agreement. The benefits of such superior agreement shaII be made available to Village
retroactive to the date Metricom entered into such superior agreement with such other
city /village.
5. REMOVAL AND RELOCATION OF RADIOS.
5.1 Metricom understands and acknowledges that Village may require Metricom to
relocate, and Metricom shall, at Village's direction, relocate upon fifteen (15) business days' prior
written notice in situations described in subsection ( a ) below, and immediately in situations described in
(b) and (c) below, at Metricom's , s sole cost and expense, a Radio whenever Village
reasonably determines that the relocation is needed: (a) to facilitate or accommodate the construction,
completion, repair, relocation or m.a.intenance of a Village project, (b) because the Radio is
eri
with or adversely affecting proper operation of Village light poles, traffic signals or other Villas eng
facilities, or (c) to protect or preserve the public health, safety, or welfare. If Metricom shall fail to
relocate any Radios as requested by the Village in accordance with the foregoing sentence,
Village shall be entitled to relocate the Radios at Metricom's sole cost and expense.
5.2 In the event Metricom desires to relocate any Radios from one Village - owned pole
or other property to another Village -owned pole or other property, Metricom shall so advise
Village. Village will use its best efforts to accommodate Metricom by making another
functionally equivalent Village -owned pole or other property available for use in accordance with
and subject to the terms and conditions of this Franchise.
5.3 In the event that any Radio subject to this Franchise is abandoned and no longer
placed in service for a period -of six (6) months or more, Metricom promptly shall notify the
Village, and the Village, at its option, p may promptly remove the abandoned Radio(s) at
Metricom's sole cost and expense or dedicate the same to the Village. The Village shall not issue
notice to Metricom that the Village intends to exercise the option to require removal or dedication
Of Radios, unless and until the Village first gives fifteen (15) days' prior written notice to
Metricom to remove the Radios. If Metricom shall fail to remove the Radios as required by the
Village, the Village shall be entitled to remove the Radios at Metricom's sole cost and expense,
Metricom shall execute such documents of title as will convey all right, title, and interest in the
abandoned Radios, but in no other Metricom property, intellectual or otherwise, to the Village.
5.4 Whenever the removal or relocation of Radios is required under this Franchise, and
such removal or relocation shall cause the Public Right-of-Way to be damaged, Metricom, at its
sole cost and expense, promptly shall repair and return the Public Right-of-Way, in which the
Radios are located, to a safe and satisfactory condition in accordance with applicable Laws,
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normal wear and tear excepted. If Metricom does not repair the site as just described, then the
Village shall have the option to perform or cause to be performed such reasonable and necessary
work on behalf of Metricom and charge Metricom for the proposed costs to be incurred, or the
actual costs incurred by the Village, at Village's standard rates. Upon the receipt of a demand for
payment by the Village, Metricom shall reimburse the Village for such costs.
6. CONSTRUC rxoN PERNIET.
6.1 In the event that the attachment, installation, operation, or maintenance of Radios
shall require any construction work in the Public Right -of -Way, Metricom shall apply for the
appropriate street opening and other permits required by Law.
6.2 Upon the completion of construction work, Metricom promptly shall furnish to the
Village, in hard copy and Metricom's electronic format, suitable documentation showing the exact
location of the Radios in the Public Right -of -Way.
7. INDE NIFICATION &ND WAIVER.
7.1 Metricom agrees to indemnify, protect, defend (with counsel acceptable to the
Village) and hold harmless the Village, its Board members, officers, employees, and agents, from
and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties,
administrative and judicial proceedings and orders, judgments, remedial actions of any kind, and
all costs and cleanup actions of any kind, all costs and expenses incurred in connection therewith,
including, without limitation, reasonable attorney's fees and costs of defense (collectively, the
"Losses ") arising, directly or indirectly, in whole or in part, out of the activities or facilities
described in this Franchise, except to the extent arising from or caused by the sole or gross
negligence or willful misconduct of the Village, its Board members, officers, employees, agents or
contractors.
7.2 The waiver by the Village of any breach or violation of any Provision of this
Franchise by Metricom shall not be deemed to be a waiver or a continuing waiver by the Village
of any subsequent breach or violation of the same or any other Provision of this Franchise by
Metricom.
7.3 Metricom waives any and all claims, demands, causes of action, and rights it may
assert against the Village on account of any loss, damage, or injury to any Radio or any loss or
degradation of the Services as a result of a sudden or gradual loss or change of electrical power
caused by, among others, an Act of God, an event or occurrence which is beyond the reasonable
control of the Village, a power outage, a lightning strike, or occasioned by the installation,
maintenance, replacement or relocation of any Village -owned facility to which such Radio is
attached.
7.4 The Village shall be liable only for the cost of repair to damaged Radios arising
from the sole or gross negligence or willful misconduct of Village or its employees or agents, and
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the Village shall not be responsible for any damages, losses, or liability of any kind occurring by
reason of anything done or omitted to be done by the Village or by any third party, including,
without limitation, damages, losses, or liability arising from the issuance or approval by the
Village of a permit to any third party or any interruption in Services.
8. NSURANCE.
8.1 Metricom shall obtain and maintain at all times during the term of this Franchise
comprehensive general liability insurance and comprehensive automotive liability insurance
protecting Metricom in an amount of not less than one million dollars ($1,000,000) per
occurrence (combined single limit), including bodily injury and property damage, and not less than
one million dollars (S1,000,000) aggregate, for each personal injury liability, products - completed
operations, and each accident. Such insurance shall name the Village, its Board members, officers,
employees, agents, and contractors as additional insureds as respects any liability arising out of
Metricom's performance of work under this Franchise, or suitable additional insured endorsement
acceptable to the Village. Coverage shall be provided in accordance with the limits specified and
the 'Provisions indicated herein. Claims -made policies are not acceptable. When an umbrella or
excess coverage is in effect, coverage shall be provided in following form. Such insurance shall
not be canceled or materially altered to reduce coverage until the Village has received at Least
thirty (30) days advance written notice of such cancellation or change. Metricom shall be
responsible for notifying the Village of such change or cancellation.
8.2 Metricom shall file the required original certificate(s) of insurance with
endorsements with the Village, subject to the Village's prior approval, which shall clearly state:
8.2.1 Policy number; name of insurance company; name, address and telephone
number of the agent or authorized representative; name, address and telephone number of
insured; project name and address; policy expiration date; and specific coverage amounts;
8.2.2 That thirty (30) days prior notice of cancellation is unqualified as to the
acceptance of liability for failure to notify the Village; and
8.2.3 That Metricom's insurance is primary as respects any other valid or
collectible insurance that the Village may possess, including any self - insured retentions the
Village may have, and any other insurance the Village does possess shall be considered
excess insurance only and shall not be required to contribute with this insurance.
The certificate(s) of insurance with endorsements and notices, shall be mailed to:
Village Administrator
Village of Lemont
418 Main Street
Lemont, 11 60439
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8.3 Metricom shall obtain and maintain at all times during the terns of this Franchise
statutory workers' compensation and employer's liability insurance in an amount not less than five
hundred thousand dollars (S500,000) or such other amounts as required by Illinois law, and
furnish the Village with a certificate showing proof of such coverage.
8.4 Any insurance provider of Metricomn shall be admitted and authorized to do
business in Illinois and shall be rated at Ieast A;X in A. M. Best and Company's .Insurance Guide.
Insurance certificates issued by non - admitted insurance companies are not acceptable.
8.5 prior to the execution of this Franchise, any-deductibles or self - insured retentions
must be stated on the certificate(s) of insurance, which shall be sent to and approved by the
Village. "Cross liability ", "scvcrability of interest" or "separation of insureds" clauses shall be
made a part of the comprehensive general liability and comprehensive automobile liability policies.
9. NOTICES.
All notices which shall or may be given pursuant to this Franchise shall be in writing and
delivered personally or transmitted: (i) through the United States mail, by registered or certified
mail, postage prepaid; (ii) by means of prepaid overnight delivery service; or (iii) by facsimile
transmission, if a hard copy of the same is followed by delivery through the U. S, mail or by
overnight delivery service as just described, as follows:
Village
Metricom
Village Administrator
Village of Lemont
418 Main Street
Lemont, IL 60439
Metricom, Inc.
980 University Avenue
Los Gatos, CA 95030
Attn: Property Manager
Notices shall be deemed given upon receipt in the case of personal delivery, three (3) days after
deposit in the mail, or the next day in the case of overnight delivery. Either party may from time to
time designate any other address for this purpose by written notice to the other party in the manner set
forth above.
10. TERMINATION.
This Franchise may be terminated by either party upon thirty (30) days' prior written
notice to the other party upon a default of any material covenant or term hereof by the other
party, which default is not cured within thirty (30) days of receipt of written notice of default (or,
if such default is not curable within thirty (30) days, if the defaulting party fails to commence such
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cure within thirty (30) days or fails to thereafter diligently prosecute such cure to completion),
provided that the grace period for any monetary default is ten (10) days from receipt of notice,
11. MISCELLANEOUS PROVISIONS.
11.1 This Franchise shall not be assigned by Metricom without the express written
consent of the Village, which consent shall not be unreasonably withheld. Any attempted
assignment in violation of this Section shall be void. The transfer of the rights and obligations of
Metricom to a parent, subsidiary, or other affiliate of Metricom, or to any successor -in- interest or
entity acquiring fifty -one percent (51 %) or more of Metricom's stock or assets, shall not be
deemed an assignment. Metricom shall give to the Village thirty (30) days' prior written notice of
any such transfer.
11,2 Village understands that Metricom will be operating in the 902 to 928 MHz band
of the radio spectrum for which no license from the FCC is required. Metricom understands that
this Franchise does not provide Metricom with exclusive use of any Village poles or property and
that Village shall have the right to permit other providers of telecommunications services to install
equipment or devices in the Public Right of Way, However, Village agrees to promptly notify
Metricom of the receipt of a proposal for the installation of communications equipment or devices
in the Public Right of Way, irrespective of whether a license is required by the FCC for the
operation thereof In addition, Village agrees to advise such other providers of
telecommunications services of the presence or planned deployment of the Radios in the Public
Right of Way.
11.3 This Franchise contains the entire understanding between the panics with respect
to the subject matter herein. There are no representations, agreements or understandings
(whether oral or written) between or among the parties relating to the subject matter of this
Franchise which are not fully expressed herein.
1.1,4 This Franchise may not be amended except pursuant to a written instrument signed
by both parties .
11.5 If any one or more of the Provisions of this Franchise is for any reason held illegal,
invalid, or unconstitutional by the decision of any court of competent jurisdiction, such decision shall
not affect the legality, validity, or constitutionality of the remaining portions hereof. The Board hereby
declares that it would have passed this Franchise and each Provision hereof irrespective of the fact that
any one or more Provisions be declared illegal, invalid, or unconstitutional.
11.6 Metricom shall be available to the staff employees of any Village department
having jurisdiction over Mctricom's activities 24 hours a day, 7 days a week, regarding problems
or complaints resulting from the attachment, installation, operation, maintenance, or removal of
the Radios, The Village may contact by telephone the network control center operator at
telephone number (800) 556 -6123 regarding such problems or complaints.
11.7 This Franchise shall be governed and construed by and in accordance with the laws
of the State of Illinois, without reference to its conflicts of law principles. In the event that suit is
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brought by a party to this Franchise, the parties agree that trial of such action shall be vested
exclusively in the state courts of Illinois, County of Cook, or in the United States District Court,
in the County of Cook,
1L8 All exhibits referred to in this Franchise and any addenda, attachments, and
schedules which may, from time to time, be referred to in any duly executed amendment to this
Franchise are by such reference incorporated in this Franchise and shall be deemed a part of this
Franchise.
11.9 This Franchise is binding upon the successors and assigns of the parties hereto,
11.10 Metricom acknowledges that the Village may develop rules, regulations, and
specifications for the attachment, installation, and removal of Radios and any similar purpose
radios on the Village -owned facilities, including poles, and such rules, regulations, and
specifications, and when finalized, shall govern Metricom's activities hereunder as if they were in
effect at the time this Franchise was executed by the Village; provided, however, that in no event
shall such rules, regulations or specifications materially interfere with or affect Metricom's right to
install Radios, or Metricom's ability to transmit or receive radio signals from Radios installed,
pursuant to and in accordance with this Franchise.
11.11 To the extent the Village has actual knowledge thereof, the Village will attempt to
inform Metricom of the displacement of any Village-owned pole or other property on which any
Radio is located.
11.12 In any case where the approval or consent of one party hereto is required,
requested or otherwise to be given under this Franchise, such party shall not unreasonably delay
or withhold its approval or consent.
M\CITY\LE1MMOFRAiN,DOC
February 5, 1996
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11.13 This Franchise shall not become effective until written acceptance thereof has been
filed by Metricom with Village's Village Clerk. By accepting this Franchise, Metricom covenants
and agrees to perform and be bound by each and all of the terms and conditions imposed by the
Charter and Code of the Village and this Franchise. Acceptance by Metricom must occur within
ninety (90) days of the enactment of this Franchise by ordinance or else the Franchise is void,
PASSED AND ADAPTED BY THE VILLAGE BOARD OF THE VILLAGE OF
LEMONT, ILLINOIS, this am- day of j..�Pu.. i..wu aL996.
ATTEST:
Charlene Smolleyl
Village Clerk
APPROVED
FORM:
ttorney
LAGS:
moat
char • A. wasneski
Title: Mayor
The Provisions of this Franchise are agreed to and hereby accepted. By accepting this
Franchise, Metricom covenants and agrees to perform and, be bound by each and all of the terms
and conditions imposed by the Charter and Code of the Village and this Franchise.
Dated: February 6, 1996
M`.CITYILEMOFRAN.DOC
February 5, 1996
■•■•..• • Init MT 1
METRICOM:
METRICOM, INC.
By;
12
__"/ ‘:
Kirk Wampler
Director of Right of Way
trnnrvr -,rr nn. r r onr no_nn_cm
ExHierr A
RADIO LOCATIONS
PROPOSED LOCATIONS TO BE PROVIDED
AFTER REVIEW OF STREET LIGHT MAPS
AND PRIOR TO DEPLOYMENT
NI\ CITY \LEMOFR AN.I7OC
Fubsuary 5, 1996
1 'd HOP 688 806 'ON XVd
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