CCR1996195(AMENDED '. ~)
COMMON COUNCIL - CITY.-OF MUSKEG0
RESOLUTI-ON #19 5 - 9 6
Approval of License Agreement Between
the City of Muskego and PrimeCo.
BE IT RESOLVED that the Common Council of the City of Muskego,
upon the recommendation of the Finance Committee, does hereby
approve the attached License Agreement between the City of
Muskego and PrimeCo. subject to the approval of the City
Attorney and proposed technical changes and Exhibits approved by
the Mayor in consultation with the City Attorney.
BE IT FURTHER RESOLVED that PrimeCo. has committed to the City it
will make every effort to co-locate on the water tower.
BE IT FURTHER RESOLVED that the Mayor and Clerk-Treasurer are
authorized to sign the Agreement with the technical changes and
Exhibits if approved by the Mayor in the name of the City. All
the City's execution of same.
fees associated with the License Agreement must be paid prior to
DATED THIS 27th DAY OF AUGUST , 1996.
SPONSORED BY:
FINANCE COMMITTEE
Ald. Domonic D'Acquisto
Ald. David J. Sanders
Ald. Mark Suhr
This is to certify that this is a true and accurate copy of
Resolution #195-96 which was amended and adopted by the Common
Council of the City of Muskego.
8/96 jmb
LICENSE AGREEMENT BETWEEN
THE CITY OF MUSEEGO AND
License Agreement dated effective
City of Muskego ("City") and -. with its principal ofice at
, 1996. by and between the
,a
('company-).
RECITALS
A. City Owns Certain red property. consisting of, among other things, a water
Wisconsin. as more particularly described In the attached Exhibit A (the 'Property"].
tower and sumundlng property. located in the City of Muskego, WaUkesha County,
B. Company desires to install. maintain and operate on the Property certain
communications facilities described in the attached Exhibit B (the "Communications
Facilities-) and desires to construct an enclosure to house appropriate portions of
Company's Communications Facilities.
NOW, THEREFORE. FOR VALUABLE CONSIDERATION AND INTENDING TO
BE BOUND, CITY AND COMPANY AGREE AS FOLLOWS:
1. Recitals. The Recitals are incorporated and form a part of this Agreement.
2.
maintah. and operate the Communications Facilities. including up to twelve (121
w. City hereby grants Company a nonexclusive license to lnstall.
antennas and associated cabling, and grants Company a nonexclusive license to
construct an enclosure to house appropriate portions of Company's Communications
Facilities, on part of the Property, in the specific locations designated on construction
plans and drawings approved by City (the 'Premises"). which shall be attached hereto
and incorporated herein as Exhibit C. City further authorizes Company, where
appropdate, to attach the Communications Facilities to the water tower referenced in
plans and drawings approved by the City, which shall be attached hereto and
Recital A above (the "Structure"). in the specific locations designated on construction
incorporated herein as Exhibit C. Company shall make no other use of the Premises.
The parties expressly understand and agree that this Agreement
constitutes an irrevocable license coupled with an interest and that it shall not be
revoked or otherwise terminated except by expiration of its terms or as provided in this
Agreement.
E@ d 3LLL 8SS ZTE
3. m.
a. The initial term of this Agreement shall be for a period of five (5)
years, commencing on the earlier of ninety (90) days after the date of this Agreement
or the date of issuance of a building permit (the 'Commencement Date"). and ending
on the fifth anniversary thereof. At any time prior to the Commencement Date, the
Company shall have the right to provide written notice of termination without the
obligation to pay any license fees. After the initial five year term of this Agreement. the
Company shall have the right to renew this license for up to five (5) successive five (5)
year reneWd terms. After each five year term. the license fee will be subject to
renegotlation.
(18) months prior to the expiration date ofthe first five (5) year term. or any subsequent
b. Both City and Company have the option at any time within eighteen
term, to commence negotiations to determine the license fee for each successive term.
City and Company will negotiate in good faith to agree upon the license fee. Such a
negotiation shall commence immediately following written notification from one party
license fee is not reached within three (3) months following written notification to
to the other and continue thereafter until agreement is reached. If agreement on the
providing the City with written notice of nonrenewal, the Company may pursue an
commence negotiations. the City may pursue an alternate carrler for the site and, upon
in accordance with its ordinances.
alternative private site. The City will process any application regardtng a private site
4. License Fee.
a. During the initial term of this Agreement, Company shall pay City an annual base license fee of ten thousand dollars ($10,000).
b. During the initial term and any renewal term. the annual base
license fee shall annually be increased by 5% over the annual license fee In effect the
immediately preceding year. Such increase shall be made and adjusted as of each
annual anniversary date of the Agreement.
c. The license fee shall be paid "up front", meaning that all fees that
would otherwise come due during the five year term of this Agreement. pursuant to
paragraphs 4(a) and 4(b) above, shall be pald in full on the Commencement Date of the
initial term.
d. In the event that Company fails to timely pay the license fee,
Company shall pay to City a late fee on the total payment due of 3% per month.
e. All considemtion to be provided by Company to City shall be paid
or provlded to City without offset. The license fee hereunder is reserved on an absolute net basis. Company shall pay to the persons entitled thereto dl charges for personal
property taxes, if any, assessed against the Company's equipment located on the
Property, and all insurance premiums, maintenance charges and my other charges.
e
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costs and expenses against the Property contemplated under any provision of this 0 Agreement for operation Of the Communications Facilities on this Structure.
f.
fee required under this paragraph and performing the covenants set forth in this
City warrants and agrees that Company, upon paying the license
Agreement, shall peaceably enjoy the rights granted Company hereunder
this Agreement, Company shall continuously use the Premises for the purpose of
5. Comuliance wlth Laws and Emlsslon Standards. Throughout the term of
constructing. maintaining and operating facilities for the tmsmiSSion and reception of
radio communication signals in such frequencies as may be assigned to Company by
the Federal Communications Commission (-FCC-). Company, at its expense, shall
diligently, faithfully and promptly obey and comply wlth all federal, state and local
orders, rules. re@lations and laws. including all FCC and Federal Aviation
Administration rules, in relation to any of its business activities or other operations
conducted upon, above or adjacent to the Premises and including the American
National Standards Institute's ("ANSI") "Safety Level?, with respect to Human Exposure
to Radio Frequency Electrornagnetlc Fields" as set forth in the current ANSI standard
or any FCC standard which supersedes this standard or any EPA rules or regulations
that may hereinafter be adopted which supersede thls standard. In the event that any of the above orders, rules, regulations, or laws have conflicting standards, the Company
shall be required to comply wlth the most restrictive standard. Company shall pay, as
they become due and payable. all fees. charges. taxes and expenses required for
licenses and permits required for Company's use of the Premises.
6. Installation and Maintenance of Communication Facilities.
a. Company shall, at its sole cost and expense, install, operate, and maintain
the Communications Facilities on the Premises. Company's Installation of the
Communications Facilities shall be completed in a neat and workmanlike manner in
accordance with sound engineering practices, applicable rules, regulations and laws and in strict compliance with Exhibit C. All work shall be performed either by Company
or by a fully qualified independent contractor who carries all insurance required under
Paragraph 11 and who has been approved in writing by City. which approval may be
made by City as per usual policies and practices. before such contractor has done any
work on the Premises. Regarding any independent contractor employed by Company
to work on the Premises, certificates of all insumce coverages required under this
Agreement shall be provided to City by Company prior to the commencement of any
work upon the Premises by such contractor. Company's Communications Facilities
and any enclosure Company constmcts on the Premises shall remain the exclusive
property of Company.
b. Company, at its expense, and within thirty (30) days after the installation
of the Communications Facllities. shall provide to City "as built," planning and
engineering drawings of the Communlcations Facilities. which shall not include any
proprietary information. Such drawings shall be accompanied by a complete and
0 K1272064 3-
of which shall be attached hereto an incorporated herein as Exhibit D.
detailed inventory of all Cornmunlcations Facillties actually placed on the Structure, all
c. Any damage done to the Property during installation or during operations,
which Is due to Company’s intentional or negligent acts or omissions, shall be
pay all costs and expenses In relation to maintaining the structural integrity of any
immediately repaired at Company’s expense and to City’s satisfaction. Company shall
Structure to the extent such costs and expenses arise out of Company’s installation and
operation of the Cornmunlcations Facilities. Company shall not permit any claim or
lien to be placed against any part of the Property that arises out of work, labor, material
or supplIes provided or supplied to Company, its contractors or subcontractors, for the
installation, construction. operation, maintenance or use of the Premises or
Communications Facilities.
d. Company shall design, place and improve all of its Communications
Facilities in a manner that will keep aesthetlc impact held to a minimum practical level.
Upon initial installation and the installation of any improvement to the
Communications Facilities, City reserves the right to require Company to paint the
Communications Facilities or shield the Communications Facilities from view and take
such other reasonable action as City, in good faith, determines necessary to minimize
aesthetfc impact.
e. Company shall separately meter charges for the consumption of electricity
and any other utilities associated with Its use of the Premises and shall pay rill costs
associated therewfth. a f. Company. at its expense. shall have sole responsibility for the
maintenance, repair, and security of its Communications Facilities and shall keep the
same in good repalr and condition during the term of this Agreement.
g. A landscaping plan for the site shall be proposed and is subject to the
approval of City prior to the Commencement Date. Company, at its expense, shall
shall be attached hereto and incorporated herein as Exhibit E.
install and maintain its landxape according to the approved landscape plan, which
h. City shall notify Company at least forty-five (45) days in advance of the
date when any Structure to which the Communications Facillties are attached or in
which they are housed is scheduled to be painted. City shall decide, after consulting
with Company, which of the following two optlons shall be used. Option I: Shortly
array on a crane parked near the site. Company shall then remove the antennas from before the painting date, Company, at its sole expense, shall place a tempow antenna
the Structure and the painting shall proceed as it normally does. Once the painting is
finished, Company, at its sole expense, shall then resattach the antennas where they
were and shall have them painted to match the newly painted Structure. Option 2:
The painting contractor will bid on the cost of painting the Structure without the
Communications Facilities. The contractor will then bid on the cost of painting the
Structure with the Company’s antennas left in place. The contractor will then proceed
a K1272Cd.l 4-
reimburse City for the difference between the two bids.
to paint the Structure with Company's antennas left in place. Company shall
i. Any additional costs for servicing or maintaining any Structure that are
due to the presence of the Communications Facilities. including additional driveway
asphalt and snow plowing/ice control, shall be the responsibility of Company and shall
be paid by Company. Company shall abate or remove gmfllti from the
Communications Facilities within thirty (30) days of City's written notice regarding
Same.
7. Modifications. Company shall not makeany material additions. alterations
or improvements to the Communicatlons Facilities, the Premises. the Structure or the
Property without the City's prior written approval, and the City shall consider any
requested material additions, alterations or improvements as per the City's usual
policies and practices. Company shall submit to City a proposal for any such
modifications and any supplemental materials as may be requested for City's evaluation
and approval in accordance with the applicable City ordinances. If approved. such
modifications shall be made at Company's sole expense and only upon it first obtaining
all necessary governmental approvals and permits for such modifications. which the
City shall process in accordance with the applicable City ordinances. On making such
modifications, Company shall provide to City updated "as built" planning and
engmeering drawings as specified in paragraph 6(bl. Modifications that result in
additional visible equipment on the Structure or changes to the space requirements
described in Exhibit C, may result in a demand for an increased license fee. which
demand Company shall timely consider. In the event that the City and Company do
not agree on the amount of an appropriate increased license fee, City and Company agree that the issue shall be submitted to a mutually agreeable arbitrator, or in lieu of 0 a mutually agreeable arbitrator, to an arbitrator chosen by a Judge of the Waukesha
County (Wisconsin) Circuit Court. to determine the amount of the increased license fee
that is appropriate due to the modifications, and the arbitrator's decision shall be final
and bindlng upon the City and the Company. Any increased license fee shall be paid
in full, including all resulting increases through the remainder of the term, at the time
contrary, without obtaining City's prior consent, the Company shall have the right to: that the modification is made, Notwithstanding any provision in this Paragraph to the
(i) makematerial additions, alterations or improvements to Company equipmenthoused
within any enclosure Company constructs on the Premises: and (ii) replace for repair
and mafntenance purposes equipment installed on. in or about the Structure with
replacement equipment of a substantially similar kind which is reinstalled in
substantidly the Same place and position as the replaced equipment.
8. m. Prior to approving any installation under Paragraph 6 or
with federal requirements and the Company's license obligations to determine whether
modification under Paragraph 7, Company shall provide City with studies consistent
Company's proposed installation or modification will interfere with the electronic
equipment of City, other licensees of the City, or nearby property owners. Prior to the
installation on the Structure pursuant to Paragraph 7 of any additional equipment or
installation of any equipment on the Structure pursuant to Paragraph 6 and prior to the
replacement equipment which is significantly greater in slze,welcht or volume than the
existing equipment. Company will also provide City with a Wisconsin PE stamped structural engineering study to determine whether the proposed installation or
modifrcation will adversely affect the structuI-al integrity of any part of the Structure.
Upon City's request. Company will pay for an independent review of that structural
engineering study by a reviewer of the City's choice.
9. Acceq.
a. Company shall not be entitled to exclusive use or occupation of the
Property, but understands and agrees that Its use and occupation is to be joint, but not
necessarily equal to, use and occupation by City and/or one or more of City's other
kensees, if any, Company shall have unlimited and exclusive access to all parts of the
Premises including those parts designated as access areas in Exhibit C.
b. City shall permit Company to have access to the Structure to install
and test Company's Communications Facillties on and after the date on which
Company obtains all approval necessary to conduct the activities described in
Paragraph 2 of this Agreement.
c. Company shall supply to the City a list of types of categories of
professionals that it requests be given access to the Structure ("Designated
Professionals"). Clty shall not give access to the Structure to any person who does not
provide adequate credentials as a Designated Professional at the time access is required.
d. If Company or a Designated Professional requires access to the
Structure or any part thereof. Company shall contact at the . Company shall, on demand, pay to
City the rate of pay customarily paid to the person who provides Company with such
access, including any overtime factors. City shall respond to Company's request A within two (2) hours.
following telephone number:
e. Company shall admit Clty. its employees or its agents to any part
of the Premises used or occupied by Company upon reasonable notice.
10. Interferena.
a. Company's installation. operation. and use of the Communications
Facilities shall not damage or interfere in any way with the City's operations or related
repair and maintenance activities at the Property. City, at all times during this
Agreement, reserves the right to take any action it deems necessary, in its sole
discretion. to repair, maintain, alter, or improve the Property. Clty agrees to give
reasonable advance notice of such activities to Company and to reasonably cooperate
with Company to carry out such activities with a minimum amount of interference with
Company's transmission operations. AU painting or any other maintenance or repair
work which requires the removal of the Company's antennas or other equipment from
the Structure shall be completed in accordance with paragraph 6(h) above.
t1311nS 8 SNIMdOH
Facilities and the Installation, operation and maintenance of the Communications
b. Company warrants and represents that the CommUniCationS
Facilities shall not interfere with the operation of City’s existing electronic equipment,
wherever located on the Property, or with the electronic equipment of any other of
City’s existing Licensees, wherever located on the Property. In the event of alleged
interference with such City equipment or equipment of existing City Licensees.
Company shall promptly investigate the same. at its expense. if investigation reveals
that Company is causing the interference, Company shall promptly take all steps
necessary to ehinate the interference at Company’s cost. If Company is unable to
eliminate the interference within a reasonable period of time, Company shall have the
Option to terminate this Agreement and remove the Communications Facilities that are causmg the lnterierence from the Property. Upon such termination. the Company’s
further liability shall be determined In accordance with paragraph 21(c].
NotwIthstandFng the foregoing. City shall diligently attempt to resolve any complaints
of interference with electronic equipment made by nearby property owners. If the City
is unable to resolve such complaints on its own, only then will the City refer the
complaints to Company for investigation.
c. City makes no warranties or representations regarding Company’s
exclusive use of the Premlses or non-inte~erence with Company’s transmission
operations or that the Property or utilities serving the Property, if any, are fit for
Company’s intended use and all such warranties and representations are hereby
disclaimed. Notwithstanding the above, City agrees that each of its license agreements
with other licensees shall contain a provision substantially the Same as Paragraph lob
and that City shall enforce such provision in a nondiscriminatory manner with respect
to all of its licensees.
11. Insurancf$
a. Genes. At all times during the term of this Agreement, Company
shall keep in force and effect all insurance policies as outlined below, issued by a
company or companjes licensed to do business in the State of Wisconsin and A.M. Best
A rated or better and class VI1 size or larger. Such insurance will be primary. All
contractors and all of their subcontractors who perform work on the Premises shall
carry, in full force and effect. worker‘s compensation, comprehensive generaI IiabiIity
and automobile liability insurance coverages of the type that Company is required to
obtain under this paragraph with the same limits. Prior to the execution of this
Agreement and prior to each insurance policy expiration date during the term of this
Apreement, Company will furnish City with a Certificate of Insurance. The Certificate
shall reference this Agreement and worker’s compensation and property insurance
waivers of subrogation required by this Agreement. City will be given thirty (301 days
advance notice of cancellation or non-renewal of insurance during the term of this
Agreement. City, its council, boards, commissions, agencies, officers, employees and
representatives (collectively “Additional Insureds”) shall be named as additional
insureds under all of the policies. except worker’s compensation policies, which shall
be so stated on the Certificate of Insurance. All policies. other than worker’s
compensation, shall be wrltten on an occurrence and not on a claims made basis. All
policies may be wrilten with deductibles, not to exceed $100,000. Company shall
defend, indemnify and hold harmless City and Additional insureds from and against
payment of any deductible and payment of any premium on any policy required under
this pwph.
b. Worker’s Compmtion and Emuloyers’ Liauitv Inswan
Statutory worker‘s compensatlon benefits and employers’ liability insurance with a Ct.
limit of UabiUty no less than $100,000 each accident, $100,000 each claim by disease,
and $500,000 policy limit. Company shall require subcontractors and others not
protected under its insurance to obtain and maintain such Insurance.
C. Commercial General Liabilitv Insurance. Policy will be written to
provide coverage for, but not limited to, the following: premises and operations,
products and completed operations. personal inJury. blanket contractual coverage,
broad form property damage, independent contractor’s coverage and coverage for
property damage from perils of explosion, collapse or damage to underground utilities
(commonly known as XCU coverage). Limits of liability not less than $1,000,000
general aggregate, 51,000,000 productskompleted operations aggregate, $1,000.000
personal and advertising injury, $1.000.000 each occurrence. Coverage shall not
contain a standard form pollution exclusion. nor shall It exclude claims or sults that
arise from the effects of electromagnetic field or radiation.
d. Automobile Liabilitv Insurance. Business automobile policy
covering all owned, hired and non-owned private passenger autos and commercial
vehicles. Limits of Uibility not less than $1,000,000 each occurrence, $1,000,000
aggregate. a e. Umbrella Liabilitv Insurance. Coverage to be in excess of
employers’ liability, commercial general liability, and automobile liability insurance
required above. Limits of liability not less than $5,000,000 each occurrence,
$5,000,000 aggregate.
The aforesaid limits of liability may be increased or decreased by mutual
consent of the parties. which consent will not be unreasonably withheld by either party,
Ln the event of any factors or occurrences, lncluding substantial increases in the level
of jury verdicts or judgments or the passage of state, federal or other governmental
compensation plans, or laws which would materially increase or decrease City’s or
Company’s exposure to risk.
f. Worker’s Comnensation Waiver of Submuation. City shall not be
liable to Company. Company’s contractors or their subcontractors. for any fnjuries to
Company’s employees or those of its contractors or their subcontractors arising out of
or in connection with the grant of this Agreement, including any and all work of any
type performed upon the Premises or Property. including lnjuries arising during
equipment installation, alteration, modification. improvement, maintenance. repair,
replacement, or use, or ingress or egress to or from the Property unless caused
primarily by the intentional acts or omissions or press negligence of City, its agents or
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0
employees. For uumoses of this Agreement. "Bross neglieence' shall mean anv willful,
wanton or reaess disrgard of riUh&or szfetv.
Except as set forth above. Compmy and Company's contrrclors and their
subcontrzctors shall each waive any and all rights of recovery fiom City for worker's
compensation claims made by their respective employees and sb2U obtain stch wafver
from their worker's compensation insurer, Company, for itself and its conmctors and
their subcontractors, agrees that the indemnification and hold harmless provisions of
this Agreement extend to any such claims brought by or on behalf of any employee of
Company. any contractor of Company or the* subcontactom.
g. Prooertv Insurance. Eacn party will be responsible for maintzining property insurance on its own buildings uld other improve.mens, i~icluding all
equipment, fixtures. utility structures. fencing, or suppon systems tiat cay be built
or placed upon the site to fully protect against hazards of fire. vanddsm and malicious
mischief, and such other perils as are covered by policies of imxance commonly
referred to and known as "extended covenge" insurance or self-ifisure such exposures.
To the extent covered by property insurance. Compvly and City hereby release each
other from and waive all rights against each other for any loss or darr2ge to property
caused by fire or other peril if the propezy is insured for such 10s or dvnage in any
policy of insurance even if such loss or damage is caused by the fmlt or r.egligence of
the other party or anyone for whom such pu;y is responsible. Thz Compmy and City
agree that to the extent any such policy of insurance provides a fig?.t of subrogation in
the insurer, each will obtain from its insuznce carrier a waiver of subrogation to the
insurer, each will obtain from its insurance carrier a waiver Gf subrogzrion for the
matters here described In any such policy cf insurance. The poikles will provide such
waivers of subrogation by endorsemeni or otherwise.
12. Damage or Destruction of Propertv. If the PrerrZses &-e destroyed or
damaged, in no way due to the act or inactior. of Company. to an ex1er.l thar, in the sale
judgment of Company, materially and substantially limrts Cornpay's efiective use of
the Communications Facilities, the Compzny may ternate ths Agreement by giving
one year's notice to the City. As of the date of such notice, Conpmy's pavments shall
be pro-rated for that period of time, and a?y pre-pzid money beyond th2t time period
shall be returned to Company in accord wisirh the provisions of paygraphs 2Ua) and
ZI(C). Company shall be obligated to re.pay my of the refunded license fee for any time
period during which Company 1s able to operate the Commurications Facilities by
using a temporary anangement or if the Premises 2re restorcd. ReSadles ofmy other
provisions contained in this Agreement. City shd have no obligrLon io rebuild or
restore any part of the Premises in the event of my sach durzge 0: desnction.
13. Indemnification. Company shzll defznc. indermiiy ad hold harmless
City and ail associated. affiliated, allied a.nd subsidiziy entities of City. wkther existing
now or in the future. and their respective oflicials. officers. de?&TXentS. agencies.
counties, boards. representatives, empioyees. agents. con:r2CIors zxl atrorneys
(couective!y, 'Indemnified Parties") against my and 29 liabilitl;. ClalmS. COSiS. damages,
expenses, demards. lawsuits or disputes (including r~2son~ble ZXOrneY fHS Of Counsel
selected by City and all other costs an2 expenses of litigation) arising in any way from
(I) any condition, occurrence or accident upon the Premises which causes injury or
illness to any person or persons whomsoever or to any property whatsoever, arising in
any way from the ins.iallation. presence, operation, maintenance or removal of the
Communications Facilities. unless caused primarily by the intentional actsor omissions
or negligence of City, its ?.gents or employees: (U) work, labor, material or supplies
provided or supplied to Company, its conixactors or subcontractors. for the installation
construction, operation, maintenance or use of the Premises or Communications
Facilities, including any claim or lien u'sing therefrom; (iii) Company's breach ofany
warranty, representation, obligation or other provision of this Agreement: and (iv) any
financing or securities offering by Compmy or its affiliates for violations ofcommon law
or any laws. Statutes, or regdatiocs of the State of Wisconsin or United States,
including those of the Federal Seccfities and Exchange Commission, whether by
Company or otherwise. This LndeMlcation language specifically includes, among
other things, any and all liabiliry relzted to or vsociated with exposure to
electromagnetic fields or radio frequencies.
0
14. Environmental. Compzy represents and warrants that its use of
Premises will not generate any hxarlous substmces, that it will not dispose or
unlawfully store on the Property or wlawfully trmspon to or over the Property any
hazardous substaces and that its Communications Facilities do not constitute or
unlawfully contain and will not ger.e.yte any hazadocs substance. No hazardous
substance may be lawfully used. stores on or transported over ~e Propeny except as
are necessary for the operations or the Communicaiions Facilities on the Property.
"Hazardous substance" shall be inxqreied broadly to mean my substance or material
designated or defined as hazardous or ~oxic waste, hzzrdous or toxic material.
hazardous or toxic or radioactive subsaxe, or other similar term by any federal. state
or local laws. regulatlons or rules now or hereafter in effect incl-ding any amendments.
Company shall defend, indemnify md hold hamless Indemnified Parties from and
against any and all Hability, loss. cos:, damage, and expense. including reasonable
attorneys' feesarising from or due to the relezse. threatened releue, storage or disposal
bv the Com_oanv of any such haza-docs wi?stes or hzzzrdous substances on, under or
adjacent to the Property.
15. Tzxes: No Liens. Con?w,y sha1 pa:; and be responsible for any and all
personal and real estate mesad assessmen?s. genenl arqd specid, levied and assessed
against, or with respect to, or me2si;reG by, the Premises ad the Communications
Facilities. If any sales, use, income or other tax is ever wesec or levied against the
license fee. charges payable by Corngay mder this Agreernem or that otherwise relate in any way to this Agreement. Cor;,?my sh211 pay that tax upon demand by City.
Company shall not do mything which rnight came or result in and shall not pernit the
filing of a lien against any pz of the P;oper,y. wherker filed against City or Company.
e K127109.I 10 ~
16. LImitations. Company undertakes and assumes for its officers. agents,
afTiiiates, contractors and subcontractors and employees (collectively "Company" for the
purpose of this Paragraph). all risk of dangerous conditions. if any. on or about the
Property. City shall not be liable for and Company shdl defend, Indemnify and hold
harmless Indemnified Parties from any damage or threat of damage A caused
Company A unless primarily caused by the intentional acts or omissions or
negligence of City. its agents or employees.
No provision of this Agreement is intended, or shall be construed, to be a waiver
for any purpose by City of the provisions of Section 893.80 of the Wisconsin Statutes
or other applicable limits on municipal liability. No indemnification provision contained
in this Agreement shall be construed to in any way limit any other indemnification
provision contained In this Agreement.
17. Default. Company shall be deemed in default hereunder upon Occurrence
of any of the following events: [a) Company defaults in the payment of the license fee
or any other sums to City when due. and does not cure that default within fifteen (15)
days of the City providing written notice of default upon Company; (b) Company
defaults in the performance of any other term of this Agreement and does not cure that
default within thirty (30) days dter written notice thereof by City. provided that such
period shall be extended as reasonably necessary in the event that Company is
pmeedfng In good faith with due dijigence to cure sucn default but is unable lo do so
withln thirty (30) days: (c) Company abandons or vacates the Premises: (dl Company
files for relief under federal bankruptcy laws or makes any assignment for the benefit
of creditors: or (e) Company becones insolvent.
18. Remedies on Default. In the event of any default by Company, City may. in addition to any other remedy it may have under law. serve a written notice upon
Company that City elects to terminate this License upon a specified date not less than
ten (IO) calendar days after the date of serving such notice. and this License shall
expire on the date so speciffed as if the date had been originally fixed as the expiration
date of the term granted herein. In the event this License Is 50 terminated, City shall
receive from Company a sum equal to the total of the unpaid consideration through the
origInal expiration date of the cucent five year term, and City shall retain all prepaid
consideration.
Company shall not be released from any liability for the license fee for the
currenr five year term hereunder by reason of City's eagaging in any legal proceedings
avahble to it upon such default. nor shall a termination of this Agreement following
default release Company from liability for the payment of the license fee for the current
five year term as herein provided.
19. No Nuisances. Company shall not knowingly perform any acts or carry
on any practices upon the Premises which may endanger or injure the Premises,
Property, or surrounding area or any person or be a nuisance or menace to adjoining
property owners and shall keep the Premises free and clear of debris. rubbish. junk and
garbage.
K127208-I - 11 '
26. Survlval_ofP_ro_visiao. All indemnification obligations of Company under
this Agreement, including Paragraphs 10(b). 11.13, and 14, shd survive the expiration SkjF4i&t@€&liii&,ion of this Agreement. 23lE S 3iIXcOE Pa :Li s66r-Lz-3nw
07 C,.k....Ain.,+;,,~
subordinate to any and all mortgages, including all extensions, renewals. amendments.
and supplements thereto now or hereafter affecting any part of the Property. Company
agrees to execute and deliver promptly any instrument requested by City or any
mortgagee or trustee to further confirm the subordination of this Agreement to a
non-disturbance provisions to guaranty Company's continued right to use the Premises
particular mortgage, provided that such agreement conkins reanable consent and
in accordance with this Agreement In the event that the mortgagee or trustee takes
control of the Property.
-8. ~u~,~,..~,,u,,.-~~,~~~~~-~~~~~~~~~~t this Agreementshal! besub;'ect&?d-. . -
28. el Certific&. Company shall, at any time and from time to time
upon not less than ten (10) days prior request by City, deliver to City a statement in
writing certifying that (I) this Agreement is unmodified and in full force (or if there have
been modfications. that the Agreement is in full force as modified and identifying the
modifications): (11) the dates to which the license fee and other charges hereunder have
under any provision of this Agreement: and (iv) such other matters as City may
been paid; [iii) 50 far as the person making the certificate knows. City is not in default
reasonably request.
29. yo I .imitation on AuthOritv, Nothing contained in this Agreement shall
limit or Interfere with or be constmed to limit or interfere with my of City's rights or
powers. including City's authority in enforcement ofits rnunicipd ordinances. including
its zoning code. unless specifically and explicitly granted to Company in this Agreement
contrary to City's rights and powers.
30. Memorandum of Agreement. The pmies hereby agree to execute and
record a short form memorandum of this Agreement outlining the basic provisions of
this Agreement relating to the initial term, the Company's renewal options and access
rights and such other basic terms mutually agreed upon by the parties.
31. AuulicableLaw and Severabilitv. This Agreement and any interpretation
thereof shall be ruled by the internal laws (not the choice of law provisions) of the Stare
of Wisconsin. If one or more of the terms hereof are found to be void or invalid, those
terms shall be deemed inoperative and null and void. and shAi be deemed modified to
confom to such rule of law. all without invalidating any of the remaining provisions
of this Agreement or the enforceability thereof, which shdl continue in full force and
eKect.
32. Miscelianeous. This Agreement constitutes the entire agreement and
understanding of the parties. and supersedes all offers. negotiations, and other
agreements of any kind. There are no representations or ur,lersranbings of any kind
not set forth herein. Any modification of or amendment to t?.:s Agreement must be in
0
0
e I
RUG-27-1996 17:12 HOPKINS 8 SUTTER
312 558 7776 P 07 I.
writing and executed by both parties. Company and City represent that each has full
right, power and authority to sign this Agreement.
33. Notfces. All notices hereunder shall be in writlng and shall be deemed
given ifpersonally delivered or mailed, certlfied mail. return receipt requested, to the
following address:
If to City, to:
If to Company, to:
IN WITNESS THEREOF. the parties have caused this Agreement to be executed
on the date and year first written above.
CITY. CITY OF MUSKEGO
By:
David L. De Angelis. Mayor
By:
Jean K. Marenda, Clerk
COMPANY:
. By:
Title:
HOPKINS 2 SUTTER 312 558 7776 P 94
20. uifinability. Company may assign this license to an affiliate (as defined
below) or to a non-afliliated third party in a transaction involving the sale Of dl or substantially all of Company's assets in the Milwaukee Metropolitan Trading Area
("MTA') without the consent of City. Company may not asslgn this license to a non-
affiliate (except as part of a sale of all or substantially all of Company's aSSetS
to a non-affiliated third party "1 without the prior written consent of
City. which shall not be unreasonably withheld or delayed. As a condition of such
consent, City shall be entitled to 90% of the Company's net profit, ifany, from the sale
of this llcense to a non-affliate. No assignment shall relieve Company of any
obligations hereunder. Nothing in this Agreement shall preclude City from licensing
or leasing other space on either the Structure or the Property for any purpose to a
person or entity that may be In competition with Compmy or any other party.
'mliate" means any present or future, direct or indirect, parent entity, subsidiary or
successor of Company or any other partnership, limited liability company. corporation.
trust or other entity which is controlled by, controls or is under common control A&
the Company.
21. Termination of License.
a. Upon termination or expiratlon of this Agreement, Company shall
at its expense, promptIy and diligently remove all of the Communications Facilities and
any other personal property installed in or on the Premises and leave the Premises in
the Same or better conditlon as existed prior to the date of this Agreement, reasonable
wear and tear excepted.
b. If. during the term ofthis License City determines that the Property
is needed for a special purpose by City or any of its bureaus or departments, which
special purpose would exclude Company's Communications FacilItieS and all other
similar uses by any party other than City itself. this License. and any extension thereof,
shall be subject to cancellation by City upon six (6) months' written notice to Company.
In the event of such termination, Company shall not be obligated to pay any license fee
hereunder during the period between the date of City's notice of termination and the
date Company vacates the Property. License fees the Company paid for any time period on and after it receives City's notice of termination shall be refunded to Company.
After the City notifies Company of termination, Company shall remove from the
Property all of A Communication Facilities.
term hereof by providing written notice to City in the event that: (i) any license, permit
c. Company may terminate thls Agreement at any time during the
or other governmental approval or authority is canceled. expires or is withdrawn or
Facilities from the Premises; (ii] due to changes in technology or other events beyond
termhated and Company is no longer authorized to operate its Communication
Company's control. Company is no longer able to utilize the Premises for its
Communication Facilities: or (iii) City requires relocation pursuant to Paragraph 23 of
this Agreement. If Company provides written notice of this termination at least one
year before the termination date, then Company shall not be liable to pay a license fee
for any time period beyond the termination date. and the City shall return to Company
~la7zcd-1 - 12-
termhation date. If the Company does not provide written notice of this termination at least one year prior to the termination date. the Company shall be liable to pay the 0 license fee for one year following the date that the written notice was received by the
City, and the City shall return to Company the pro-rated amount of any pre-paid license
fee for any period of time beyond one year after the written notice was received.
22. Securitv for Removal. * to commencement of A installation of
Q m DWV ' s corn mUI3i-S Faclllttes on the Premises. Comuanv shall estab lish with
utle escrow for the benefit ofthe Citv. into which Comoa.nldeDo$ii,
the surg Of Ten Thousand Dollars ($10.000). to ensure that the Communications
Facilities wffl be removed and the Premtses restored to its previous condition,
reasonable wear and tear excepted, at termination or expiration of this Agreement. A
Int ccruin on sai 2.
23. Relocation. In the event of unforeseeable and unusual circumstances, or
the City's determination of a need of the Property for a special use per Paragraph 21(b).
City may, once during the term of this Agreement, including any renewal term ofthis
Agreement, at its option. require Company to relocate the Communications Facilities,
to another location on the Property, or. to other property owned or controlled by City
that is located in the general vicinity of the Premises and reasonably suitable for
Company's Communications Facilities, as determined by the Company, which new
location ?.hall then constitute the Property, Structure and Premises. City shall be
responsible for 100% of the relocation costs if relocation is required during the first year of the initial term of this Agreement: 90% of the relocation costs if relocation is required
during the second year of the initial term of this Agreement; 80% of the relocation costs
if relocation is required during the third year of the initial term of this Agreemenr. 70%
of the relocation costs ifrelocation is required during the fourth year of the initial term
of this Agreement: 60% of the relocation costs if relocation is required In the fifth year
of the initial term of this Agreement; and none of the relocation costs if relocation is
required after the fifth year of the initial term of this Agreement. In connection with
any renegotiation of any renewal term. City shall advise Company of any anticipated
events or occurrences that may result in relocation during the renewal term then being
negotiated.
24. Reimbursement of Costs. Company shall, on demand. reimburse City
for its pro-rata share of all reasonable costs and expenses of any type City incurs in
connection with this Agreement (including performance and enforcement of its
provisions), the Communications Facilities, or any City approval required hereunder.
including engineering, legal, and other consulting fees.
25. Regulatorv FilinPs. Upon City's request, Company shall provide City with
copies of all petitions, applications, reports and communications submitted by
Company to the FCC, Securities and Exchange Commission or any other federal or
state regulatory commission or agency having jurisdiction in respect to matter
affecting this License or Company's operation of its COmmUniCatiOnS Facilities.
0 X1173M-1 . 13-
COMMON COUNCIL - CITY OF MUSXEGO
RESOLUTION #195-96
Approval of License Agreement Between
the City of Muskego and PrimeCo.
BE IT RESOLVED that the
upon the recommendation
Muskego and PrimeCo.
approve the attached
Attorney.
BE IT FURTHER
authorized to
fees
the City's execution of same.
DATED THIS DAY OF , 1996.
SPONSORED BY: /
1 This is to cprtify that this is a true and accurate copy of
Resolution #195-96 which was adopted by the Common Council of the
Clerk-Treasurer
8/96 jmb
FAX TRANSMITTAL SHEET
HOPKINS & SUTTER
Three Nrst National Plaza
Chicago, IL 60602
(312) 558-6800
THIS WAS SENT FROM FM NUMBER m2) 558-7774
This facstmtk tmlsslon fanuor the documen& accommnulnp It) ma mntnin rnrlfldentlol
t?formamn aelonglng to the sender which Ls protected by the attorneycllent prlvlkge. The
Lnfotmatlon Is mended only for the use of the lndlvldual or entity named below. !f you are not
the [ntended recipient, you are hereby notlJled that any dlscbsure. copying. dlstributlon or the
tuklng of any dl011 LII ralfunce on the Cuntenrs 03 this tqfonnatlon is strlaly prohlhleed If you
hove received thls tmnsrnlss(on Ln mor. plea%? trnrnedtately noti& us by telephone to arrangefir
the return of tl7e documenk.
Date: August '23.1996
Fax to: mvor David L. De AnrreUs
Recipient's Fax: L414167S5630
hrn: Kathleen R. Pasulk
Number of pages: 16
(including transmfttal .sheet)
Comments: Transmitted herewith is the revised licensg
apke@o and w ireless
disc
es ureviauslv
Pm@mDb Il(el. Iifn. 1
2. 3fal. 4. 6fcl. 6(dl. 7. 9.-
2. 13. 16. 17. 211bl. 21k) a 22,
Thank YOU for vow cooDeraUon and consideration.
COIKUlluniCatioIU MOViderS. ClXUlg
IF YOU DID NOT RECEIVE ALL PAGES, CALL Kathleen R. Pas&
at the fnllnwlng number: L3 12) 558-6565
LICENGE AGREEMENT BETWEEN
THE CITY OF MUSXEW AND
License Agreement dated effective , 1996, by and between the
City of Muskego ("City") and ,a
-, with its principal office at
["Company").
RECITALS
A. City own. certain mal property, consisting of, among othcr thlngs, a water
tower and surrounding property, located in the City of Muskego. Waukesha County.
Wisconsin. as more particularly described in the attached Exhibit A (the "Property").
B. Company desires p install. maintain and operate on the Property certain
communications faciliUes described fn the attached Exhibit B (the "Communications
Facffltles") and desires to construct an enclosure to house appropriate portions of
Company's Communications Facilities.
NOW, THEREFORE, FOR VALUABLE CONSIDERATTON AND INTENDING TO
BE BOUND, CITY AND COMPANY AGREE AS FOLLOWS:
1. The Recitals are incorporated and form a part of thh Agreement.
2. LfcJ;xlac.. City hereby grams c0111pauy a rwnexduslve ltceme to install,
maintain, and operate the CorgmunicaUons Facilities. including up to twelve (12)
antennas and assaciated cabling. and gmnts Company a nonexclusive license to
CO~SUUCT an enclosure to house appropriate portions of Company's Communications
Fadities, on part of the Property, in the specffic locations designated on construction
plans and drawings approved by City (the "Premises"). which shall be st,tmhe:d hereto and incorporated herein as Eshibit C. City further authorizes Company, where
appropriate, to attach the Comrnunications Facilities to the water towa referenced in
Recital A above (the "Structure"). in the specific locatfons dcsignatcd on cosstruc~
plans and drawings approved by the City. which shall be !attached hereto and
incorporated herein as Exhibit C. Company shall make no other use of the Premises.
The parties expressly understand and agree that this Agreement
constitutes an irrevocable license coupled with an interest and that it shall not be
revoked or orherwise terminated except by expiration of its texms or as provided in this
Agreement.
3. m.
a. The initial term of this Agreement shall be for a period of flve (5)
years. COminencing on the earlier of ninety (90) days after the date of this Agreement or the date of issuauce or a building permit (The "Commencement Date"), and ending
On the fifth anniversary thereof. At my time prior to the Commencement Date, the
Company shall have the right to provide written notice of termination without. the
obligation to pay any license fees. After the initial flve year tern of this Agrement, the
Company shall have the right to renew this license for up to five (5) successive five (5)
year renewal terms. After each five year term, the license fee wiU be subject to
renegotiation.
(18) month prior to the expiration date of the tirst five (5) year term, or any subsequent
term, to commence negotiations to determine the license fee for each successive term.
City and Company wffl negoiiale In good Qlth to agree upon the license fee. Such a
negotiation shall commence immediately following written notification from one party
to the other and continue thereafter until agreement is reached. If agreement on the
license tee is not reached within three (3) months following written notification to commence negotiations. the City may pursue an alternate carrier for the site and. upon
providing the City with written notke of nnnrenewd. the Company may pursue M
alternative private site. The City will process any application regarding a private site in accordance with Its ordinances.
b. Bath City qd Company hvc thc option at any time wiUliu eighteen
4. License Fec.
a. Durhg the i~liclal term of this Agreement. Company shall pay City
an annual base license fee of ten thousand dollars ($10,000).
b. Durlng the Mtial term and any renewal term. the annual base
license fee shall annually be increased by 5% over the annual license fee in effect the
immediately preceding yeat. Such inmeme shall he made and adjusted aa of each annual anniversary date of the Agreement.
c. The license fee bc paid "up ht", meaning UW all fees that
would otherwise come due during the five year term of this Agreement, pursuant to
paragraphs 4(a) and 4(b) above, shall be paid in full on the Commencement Date of the
initial tan.
d. In the event that Company fails to timely pav the license fee.
Company shall pay to Ctty a late fee on the total payment due of 3% per month.
e. All considemtion tn be provided by Company to City sh;31 be pnid
or provided to City without offset. The license fee hereunder is resewed on an absolute
net basis. Company shall pay to the persons entitled thereto all charges for personal
property &xes, if any. assessed against thc Company's equipment lucdled on the
Property. and all iasurance premiums, maintenance charges and any other ChargOS.
RUG-2;-1'396 12;Ol FFOII HUPKINS Z SLITTEE
:
costs and expenses against the Property contemplated under any provision of t&
Agrement for operation of the Communicntions Facilities on this SWUCLW~.
f. City wanants and agrees that Company. upon paying the license
fee required under Uh piiagrdph and periorming the covenants set forth in th&
Agreement, shall peaceably enjoy the nghts granted Company hereunder.
5. r ds. Throughout the tenn of
this Agreement, Company shill continuously use the Premises for the purpose of
con~tructinfl. maintaining and operating facilities for the transmission and reception of
radio communication signals in such fkequencies as may be assigned to Company by
the Federal Communications Commission ("FCC"). Company, at its expense, shall
dfligently. fatthftdly and promptly obey and comply wtth all federal, state asd local
orders. rules. regulations and laws, including all FCC and Federal Aviation
Administration rules, in relation to any of its business activities or other operations
conducted upon. above of adjdcent to the Premises and includtng the American
National Standards Institute's ("ANSI") "Safety Levels with respect to Human Exposure
to Radio Frequency Electromagnetic Fields" as set forth in the current AWSI standard
or any FCC standard which supersedes this standard or any EPA rules or regulations
that may hereinafter be adopted which supersede this standard. In the event that any
of the above orders. rules. regulations. or hwa have conflirting stdndards. the Company shall be required to comply with the most reslrictlve standard. Company shall pay, as
they become due and payable, all fees. charges. taxes and expenses required for
bermes and permits required far Company's usc of the Premlses.
6. Lns 1. and
a. Company shall, at its sole cost and expense, install. opwate, and maintain
the Communications Facilities on the Premises. Company's installation of the Umnmnications Facilities shall be completed in a neat and workmanlike manner in
accordance withsound engineering practices, applicablerules. regulations andlawsand
in sbict compliance with Exhibit C. All work shall be performed either by Company or by a fully qualttfed independent contractor who canies all insurance required under
Paragraph 11 and who has been approved in writtng by City. which approval may be
made by City as per mud policies and practices, before such contraclol has done any
work on the Premises. Regarding any independent conkactor employed by Company
to work on the Premises, certificates of all insurance coverages required under this
A@eerueul dull be provided to City by Company prlor to the commencement of any
work upon the Premises by such contractor. Company's Communications Facilities
and any enclosure Company constructs on the Premises shall remain the exclusive
property of Company.
b. Cmmpany. at its expense. and within thirty (30) days after the installation
of the Communications Facilities, shall provide to City "as built." planning and
engineering drawings of the Communications Facilities, which shall not include any
proprietary information. Such drawings shall be accompanied by a cmylete and
K1272081 -3-
detailed inventory of all Communications Facilities actually placed on the Structure, all
of which shall be attached hereto an incorporatcd herein as Exhibit D.
c. Any damage done to the Property during installation or during operations,
which is due to Colnpiuly's hrtentlonal or negligent acts or omissions. shall be
immediately repaired at Company's expense and to City's satisfaction. Company shall
pay all costs and expenses in relation to maintaining the structural integrity of any
Structure to the extent such cogts and expenses arise out of Company's installation and
operation of the Communications Facilities. Company shall not pennit any ckim or
lien to be placed against any part of the Property t.hat arlses out of work. labor, material or supplies provided or supplied to Company, its contractors or subcontractors. for the
instaIlation. consbuction, operation, maintenance or use :of the Premises or
Communications Facilftfes.
d. Company shall design. place and improve all of its Communications
Facilities in amanntr that will keepaesthettc impact held to a mfnimum practical level.
Upon initial installation and the installation of any improvement to the
Communications Facilities, City reserves the right to require Company to paint the CommuniCauons Facilities or shield the Communications Facilities from view and take such other reasonable action as City, in good faith, determines necessary to minlmize
aesthetic impact.
e. Company shall separately metercharges for the consumption of electricity
and any other utilities associated with its use of thc Premises and shall pay all custs
associated therewith.
f. Company, at its expense, shall have sole responsibility for the
maintenance. repair, and sedty of Its Communications Facilities and shall keep the
same in good repair and condition during the term of this Agreement.
g. A landscaping plan for the site shall be proposed and is subject to the
approval of City prior to the Commpncement Date. Company, at its expensc, shall
install and maintain its landscape according to the approved landscape plan. which
shall be attached hereto and incorporated herein as Exhibit E.
h. City shall noli@ Cpmpany at least forty-five (451 days in advance of the
date when any Structure to which the Communications Facilities are attached or in
which they are 1wust.d is scheduled to be painted. City shall decide, after consulting
with Company, which of the following two options shall be used. Option 1: Shortly
before the painting date, Company, at its sole expense. shall place a temporary antem array on a crane parked near the site. Company shall then remove the antennas hm
the Structure and the painting shall proceed as it normally does. Once the painling k
finished. Company, at its .sole expense. shall then re-attach the nntcnnas where they
were and shall have them painted to match the newly painted Structure. Option 2:
The painting contractor will bfd on the cost of pafnting the Structure without the
Communications Facilities. Thc conhctor wiU then bid VLI at! Oust of painring the
Structure with the Company's antennas left in place. The contractor will then proceed -
to paiat the Structure with Company's antennas le!t in place. company reimburse city for the diffwenue bctwccn the two bids,
i. Any additional costs for swdctng or mahtairmg any Smcture that are
due to the preserlce of the Communications hacilltfes, includfng additional driveway
asphalt and Snow plowing/ice control, d'd be the responsibility of Company and shall
be paid by Company. Company shall abate or remove grafiiti from the
COmmuntcatiOnS Facilities within thirty (30) days of City's written noUce regarding
same.
7. m. Companyshallnotmakeanymaterialadditions,alterations
or improvements to the Communications Facilities, the Premises, the Structure or the
Property without the Clty's pdur written approval, and the City sld cuwfdtx any
requested material additions, alterations or improvements as per the City's usual
policies and practices. Company shall submft to City a proposal for any such
rnodlflcatlollv cud auy bupplwental materials as may be requested for City's evaluation
and approval in accordance with the applicable City ordinances. If approved, such
modifications shall be made at Company's sole expense and only upon it first obtaining
all necessary governmental approvals and permits for such rnodffications, which the
City shall process in accordance with the applicable City ordinances. On making such
modifications, Company shall provide t.n City 11pdatQd "as built" planning and
engineering drawings as specified in paragraph 6(b). Modifications that result in
additional visible equipment on the Stnrcture or changes to the space requirements
described in Exhibit C, may result in a dcmond for an increased License fee, which
demand Company shall timely consider. In the event that the CUy and Company do
not agree on the amount of an appropriate increased license fee. City and Company
agl.ee UutL he issue shall be subrmtted IO a mutually agreeable arbitrator, or in lieu of a mutdy agreeable arbftrator. to an arbitrator chosen by a Judge of the Waukesha
County (Wisconsin) Circuit Cam. to determine the amount of the increased license fee
that is appropriate due to the modiflcations, and the arbitrator's decision shall be final
and binding upon the City and the Company. Any increased license fee shall be paid in full. including all resulting inmensea thmgh the remainder of the term, at the time
that the modification is made. Notwithstanding any provision in this Paragraph to the
contrary. without obtatning City's prior consent, the Company shall have the rfght to:
(il make material additions, dtcrations or improvements to Company equiyrneut housed
wlthin any enclosure Company constructs on the Premises: and (iil replace for repafr
and maintenance purpczses equipment installed on. in or about the Structure with
replacement equipment of a subsran~y similar kind which is reinstalled tn
substantially the same place and position as the replaced equipment.
8. ,%K&.s. Prior to approving any installation under Paragraph 6 or
modification under Paragraph 7, Company shall provide City with studies consistent
with federal requirements and the Company's Ucense oblgsttons to detcrmine whether
Company's proposed installation or modification wiU interfere with the electronic
equipment ofcity, other licensees of the City, or nearby property owners. Pllor to the
instdI;ttfon of any cqulpmcnt on,the Structure pursuant to Ptud@qJh 6 and prior IO the
installation on the Smcture PUIguant to Paragraph 7 of any additional equipment or .
replacement equipment which is signiflcan~y greater in size or volume than the
extsw equipment. Company will also provide City with a Wiscorlsin PE swped
structural engine- study to determine whether the proposed installation or
modification will adversely affect the structural integrity of any part of the Stnrcture.
Upon City's Ieqursl, Curnpany wlll pay for an independent review of that structural engineering study by a reviewer of the City's choice.
9. Access.
a. Company shall not be entitled tn exclusive LIS.? or occupation of the
Property, but undwstands and agrees that its use and occupation Is to be joint, but not
necessarily equal to, use and occupation by City and/or one or more of City's other
licensees, if any. Company shdl have unlixnitcd and exclusive access to all puts of the Premises Including those parts designated as accea areas in E.xhibit C.
b. City YM permlt Company to have access to the Structure to install
and test Company's Communications FacUties on and after the date on which
Company obtalrrs all approval necessary to conduct the activittes descrlbed in
Paragraph 2 of this Agreement.
c. Company shall supply to the City a list of types of categories of
professionals that it requests be given access to the Structure ("Designated
Professfonals"). City shall not give acces to the Structure to any person who does not
provide adequate credentials a8 a Designatcd Professional at the time access Is~.eqSed.
d. If Company or a Designated Professional requires access to the
Stuctur'e VI' arly ptrrt thereof. Company shall contact at the
following telephone number: . Company shall, on demand, pay to
City the rate of pay custody paid to the person who provides Company with such
access, including any overtlme factors. City shall respond to Company's request with
two (2) hours.
e. Company shall admit City. its employees or its agents to any part
of the Premises used or occupied by Company upon reasonable notice.
10. merence.
a. Company's installation. operation, and use of the Communications
Facilities shall not damage or interfere in any way with the City's operations or related
repair and maintenance activities at the Property. Clty. at all times dldng this Agreement, reserves the right to take any action it deems necessary, in its sole discretion, to repair, maintain. alter, or improve the Property. City agrees to give
ressonahle advance notice of suck activitiea to Company and to reasanably cooperate
with Company to carry out such activities with a minimum amount of interference with
Company's transmission operatlons. AI1 painting or any other maintenance or repair
work which requircs thc rcmoval of the Company's antelurn UI UUM equipmenr A-om
the Structure shall be completed in accordance with paragraph 6(h) above.
b. Company warrants and represents that the Communications
Facllities and the installadun, uye~-alior~ cud lnaintellance of the Communications
Facilities shall not interfere with the operatton of City's existing electronlc equipment,
wherever located on the Property, or with the electronic equipment of any other of
City's existing Licensees, wherever located on the Property. In the event of alleged
interference with such City equipment or equipment of existing City Licensees.
Cnmpany shall promptly investigate the same. at its expense. If investigation reveals
that Company is causing the interference, Company shall promptly take all steps
necessary to eliminate the interference at Company's cost. If Company Is unable to
eliminate the interference within a reasonable period of time, Company shall have the
option to terminate this Agreement and remove the Communications Facilities that are
causing the interference hm the Property. Upon such termination, the Company's
mer llabfflty shall be dekrruirled h accordance with paragraph 21k).
Notwithstanding the foregoing. City shall diligently attempt to resolve any complaints
of interference with electronic equipment made by nearby property owners. If the City
&.unable to resolve such complaints on its own. only then will the City refer the
complaints to compahy for investigation.
c. City makes DO warrantles or representations regarding Company's
exclusive use of the Premises or non-interference with Company's transmission
operations or that the hbperty or utilities serving the Property, if any, are fit for
Company's intended use and all such warranties and representations are hereby
dixlaimed. Notwithstanding the above, City agrees that each of its license agreements
with uthw Ucensee:y sldl cu11tah a pavisioll substautlally the same as Paragraph 10b
and that City shall enforce such provision in a nondiscriminatory manner with respect
to all of its licensees.
11. -.
a. General. At all times during the term of this Agreement, Company
shall keep in foxe and e!Tect all insurance policies as outlined below, issued by a
company or companies licensed to do business in the State of Wisconsin and A.M. Best
A rated or better and class VI1 size or larger Such insurance will be m. AU
contractors and all of their subcontractors who perform work on the Premises shall
carry, in full force and efPecr, worker's compensation, cornprehenslve general llabUty
and automobile liabflity insurance coverages of the type that Company is required to
obtain under this paragraph with the Same limits. Prior to the execution of tMs
Agreement and prior to each insurance policy expiration date durlng the tern of this
Agreement Company wffl furnish City with a Certificate of Insurance. The Certiacate
ahnll refen?nr.e this A@eement and worker's compmsation and property insurance
waivers of subrogation required by this Agreement. City will be given thirty (SO) days
advance notfce of cancellation or non-renewal of insurance durlxlg the term of this
Agreement. City, its council, boards, conunissions. ngencies. omcers, employees and
representatives (collectivdy "Additional Insureds") shall be named as additional
insureds under all of the policies, except worker's compensation policies, which shall
be so stated on me Cerriflcate of Insurance. W policies, ulhrr uliill wurkds
compensation, shall be written on an occurrence and not on a claims made basis. All .
TO 914146795638 F 82
pokies may be written with deductibles. not to exceed $lOO,OOO. Company shall e defend, indemnify and hold harmless City and Additional Insured8 GVUI auld agai~l~t
payment of any deductible and payment of any premium on any policy required under tm paragraph.
b. Worker's Cornuensation and EmDloW' LlabWtv Insurawe.
Statutory worker'n mmpensatiim hneflts and employers' liability insurance with a
limit of liability no less than $100,000 each accident, $100,000 each claim by disease,
and 8500,000 policy limit. Company shall require subcontractors and others not
protected unda ita Lnsurance to obtain and maintain such insmce.
C. h. Policy wfll be written to
provide coverage for, but nor limited to, the fbUowinp: premises and uyerdtiuns.
products and completed operations, personal Injury. blanket contractual coverage,
broad form property damage. independent contractor's coverage and coverage for
property damage hm perils of explosion, collapse or damage to underground utilities
(commonly known as XCU coverage). Limits of liability not less than $1.000.000
general aggrpgate. $1 .IKK).onn prndnctn/cnmpleted opemtions a..ggre@te, %1.000,000
personal and advertising injury, $1,000,000 each occurrence. Coverage shall not
contain a standard form pollutfon exclusion, nor shall it exclude claims or suits that
arise barn thc dccts of clcctroornagnctic ficld or radiation.
d. Adorno-, Business automobile policy
covering all owned, hired and nonawned prlvare passenger autos and commercial 0 vehicles. Limits of liability not less than $1.000.000 each occurrence, $l,ooO,OOO
aggregate.
e. ymbrella Liabilitv Insurance. Coverage to be in excess of
required above. Limits of liability not less than $5,000,000 each occurrence.
$5.000.000 aggregate.
employers' liabjlity. rnmmwdal general liability. and autnmnhilP liahilily in~11m1lc@
The aforesaid limits of UabIlity may be increased or decreased by mutual
consent of the parties, which consent will not be unreasonably withheld by either party,
in the event of any factors or occurrences. including substanml ineeases in the level
of Jury verdicts or judgments or the passage of state, federal or other governmental
compensation plans, or laws which would materially increase. or decrease City's or
Company's exposure to risk.
f. Worker's Comvensation Waiver of Subrapation. City shall not be
liable to Company. Company's contractors or thetr subcontractors, for any tnfuries to
Company's employees or those of its contractors or their subcontractors axis@ out of
01' io connection with the @aut of this Agreelnellt. l~lcludi~lg any and all work of any
type perfmed upon the Premises or property. include injuries arising dw
equipment installation. alteration. rnodiflcation. improvement, maintenance, repair,
replacement. or use, or ingress or egress to or h-om the rroperty unless caused
primarlly by the intentional acts or omissions or negligence of City, its agents or
employees.
Except as set forth above, Company and Company's contractors and their
subcontractors shall each waive any and all rights of recovery hm Ctty for worker's
compensation claims made by their respective employees and shall obtain such waiver
fmrn thefr worker's compensation insurer. Company, for itself and its contractors and
their subcontractors, agrees that the tndemniRcation and hold harmless provisions of
this Agreement extend to any such claims brought by or on behalf of any employee of
Company, my contractor of CoMpaay or their subcontractors.
g. ROD~~V -. Each party will be responsible for rnahtahi~@
I property msurance on its own buildings ad uu~a hrlpruvtmentu, Uldudhg d
equipment, fixtures. utility structures, fencing, or support systems that may be built
or placed upon the site to fully protect against hazards offire. van- and malicious
mischief, and such other perfls as are covered by policies of insurance commonly
referred to and known as "extended coverage" insurance or self-insure such exposures.
To the extent covered by property insurance. Company and City hereby release each
other from and waive all rights against each other for any loss or damage to property
caused by fire or other peril if the property is insured for such loss or damage fn any
policy of insurance even if such loss or damage is caused by the fault OT negligence of
the other party or anyone for whom such party is respnsible. The Company and City
agree that to the extent any such policy of insurance provides a right of subrogation in
the insurer. each will obtain h its hura~~e curier a wdw ur ~ubxu~Uuior~ lo Ule
insurer, each will obtain &am its insurance carrier a waiver of subrogation for the
matters here described in any such policy of insurance. The policies will provide such waivers of subrogation by endorsement or otherwise.
12. p. If the Premises are destroyed or
damaged, in no way due to the act M inaction of Company, to an extent that, in the sole
judgment of Company, materially and substantially limits Company's effective use of
thc Communications FaciliUcs, thc Company may tcrminatc this Agrccmcnt by giving
one year's notice to the City. As of &e date of such notice, Company's payments shall
be pro-rated for that period of time, and any pre-paid money beyond that time perfod
shall be returned to company in accord with the provisions of paragraphs 21(a) and
21(c). Company shall be obligated to repay any of the refunded license fee for any time
period during which Company is able to operate the Communications Facilities by
using a temporary arrangement or ifthe Premises are restored. Regardless of any other
provisfons contalned hi this Agreement. City shall have no obligation to rebuild or
restore any part af the Premises in the event of any such damage or destruction.
13. mmnificaaa. Company shall defend, indemnify and hold harmless
City and all associated. afFiliated, allied and subsidmy entities of City, whethex existing
now or in the future. and their respective officials, oKcers. departments. agencies.
counties. boards, representatives. employees, agents, contractom and attorneys
(collecrively. "Indexmilled Parties"] against any and all liabfllty. claims. costs. damages.
expenses, demands, lawsuits or disputes (including reasonable attorney fees of counsel .
61a7aE-1 -9-
selected by City and all other costs and expenses of litigation) ding in any way from
(1) any condition, occurrence or accldent upon the Premises which causes iujuy 01’
illness to any person or persons whomsoever or to any property whatsoever, in 0 any way from ae installation, presence, operation, maintenance or removal the
Communications Facilities, unless caused primarily by the intentional acts or omissions
or negligence of City. its agents or employees; (ii) work, labor. material or supplies
provided nr .supplied to Company. its conhctors or. subcontractors. for the installation
construction, operation, maintenance or use of the Premises or Communications
Facilities, including any claim or Iien arisihg therefrom: (a) Company’s breach of any
warranty, representation, obligation or other provision of this Agreement; and (iv) any
financing or securities off- by Company or its afEliates for violations of common law
or any laws. statutes, or regulations of the State of Wisconsin or United States, inch~chng those of the Federal Securities and Exchange Commission, whelhw by
Company or otherwise. This indemnification language specifically includes, among
other things, any and all liability related to or associated with exposure to
electromagnetic fields or radio frequencies.
14.
Premises will not generate any hazardous substances, that it will not dispose or
&pirnnmmtal. Clompny represents and wanants that Its use of
unlawfully store on the Property or unlawfully transport to or over the Property any
hazardous substnnccs and that its Communications Facilities do not constitute or
unlawfully contain and will not generate any hazardous substance. No hazardous
substance may be lawfully used, stored on or transported over the Property except as are necessary for the operations of the Communicatlons Facllltles on the Propmy.
“Hazardous substance“ shall be interpreted broadly to mean any substance or material
designated or defined as hazardous or toxic waste, hazardous or toxic material, 0 hazardous or toxic or radioactive substance, or other similar term by any federal, state
or local laws. regulations or rules now or hereafter in effect including any amendments.
Cmnpany shall defend, indemnify and hold harmless Indemnifled Parties from and
against any and all liability, loss, cost, damage, and expense. indudmg reasonable
attorneys’ fees arising 6mn or due to the release, threatened release, storage or disposal
of any such hazardous wastes or hazardous substances on, under or adjacent to the
Property.
15. X3Xes: No Liens. Company shall pay and be responsible lor any and all
persad and real estate taxes and assessments, general and special, levied and assessed
@.ainst, or with respect to, or measured by, the Premises and the Cornmudcattons
Facilities. If any sales, use, income or other tax is ever assessed or levied against the
license fee, charges payable by Company under this Agreement or that otherwise relate
in any way to this Agreement, Company shall pay that tax upon demand by City.
Company shall not do anything which might cause or result in and shall not permit the
filing of a lien against any part of the Propmy. whether filed against City or Company
- 10-
16. L Company undertakes and assumes for its officers, agents,
afflliares, conmiiisubcorlmctors and emplc&es(coUec~Ively 'Colnyany"fol-Ule
purpose of this Paragraph), all risk of dangerous conditions, if any, on M about the
Property. City shall not be liable for and Company shall defend, indemnify and hold
harmless Indemnified Parties from any damage or threat of damage allegedly caused
Company prfmarIly by the intentional acts or omissions or negligence of City. its agents
or employees.
No provision of this Agreement is intended, or shall be construed, to be a waiver
for any purpose by Ctty of the provisions of Section 893.80 of the Wisconsin Statutes
orother applicable limits onmunicipal liability. No indemnification provision contained
in this Agreement shall be construed to in any way limit any other indemnification
provision contained in thls Agreement.
17. Default. Company shall Ik deemed in default hereunder upon occurrence
of any of the following events: (a) Company defaults in the payment of the license fee
or any other sums to City when due, and does not cure that default within fifteen 115)
days of the City providing written notice of default upon Company: (b) Company
defaults in the performance of any other term of this Agreement and does not cure thst
default within thirty (30) days after written notice thereof by City. provided that such
period shall be extended as reaebnably necessary in the event that Company is
proceeding in good fatth with due diligence to cure such default :but is unable to do so
within thirty (SO) days: Company abandons or vacates the Premises: (dl Company files
for rellef under federal bankruptcy laws or makes any adg11111en1 fur &e Ire~~dIt of
creditors; M (e) Company becomes insolvent.
18. Remedies on Default. In the event of any default by Company. City may,
in addition to any other remedy it may have under law. serve a written notice upon
Cnmpany that. City elects to termhate this License upon a specifled date not less than
ten (10) calendar days after the date of serving such notice, and this License shall
expire on the date so specified as if the date had been originally fixed as the expiration
&tc of thc tm Wted hwcin. In the cvcnt this Liccnsc is 90 tcrminatcd. City shall
receive bm Company a sum equal to the total of the unpaid consideration through the
original exphtion date of the current five year term. and City shall retain all prepaid
consideration.
Company shall not be released from any liability for the license fee for the
ament flve year term hereunder by reason of City's engaging in any legal proceedings
available to it upon such default, nor shall a termination of this Agreement following
defanlt release Company from IiRhlHty for the payment of the license fee for the current
five year term as herein provided.
19. No Nuisance%. Campany shall not knowingly perfwm any acts or carry
on any practices upon the Premises which may endanger or injure the Premises,
Property, or surrounding area or any person or be a nuisance or menace to adjoining
property owners and shall keep the Premises hee and clear of debns, rubbish, junk and
garbage.
81271081 - 11-
20. Assignabm. Company may asslgn this license to an aRlUate (as defined
below) or to a nan-aIEliated third party in a transactlon involving the Yale of all or
substanttally all of Company’s assets In the Milwaukee Metropolitan Trading Area
(”MTA“) without the consent of City Company may not assign this license to a non-
affiliate (except as part of a sale of all or substantially all of Company’s assets ta a non-
af€iliated third party in the Milwaukee MTA) without the prior arritten consent of City,
which ~hnll not he unreasonably withheld or deIayed. As a condition of such consent.
City shall be entitled to 90% of the Company’s net profit, ff any, from the sale of this
license to a non-afffliate. No assignment shall relleve Company of any oblqzations
hcrcundcr. Nothing in this Agreement shall preclude City from licensing or leasing
other space on either the Structure or the Property for any purpose to a person or entity
that may be in competition with Company or any other party. “Affiliate” means my
present or future, direct or indirect. parent entlty, subsidiary or SuccewI uf Colnpmy
or any other partnership, limited liability company, corporation, trust or other entity
which is controlled by, conmls or is under common control of the COmpany.
21. of License.
a. Upon tennlpatLon or expiration of this Agreement. Company shall
at its expense, promptly and diligently remove all of the Communications Facilities and
any 0th- personal property installed in or on the Premises and leave the Premises In
the same or better condition as existed prior to the date of this Agreement, reasonable
wear and tear excepted.
b. If, during the term of this License City determines that the Property
is needed for a special purpose,by City or any of its bureaus OT departments, which
special purpose would exclude Company’s Communications Facilities and ali other
similar uses by any party other than City itself, this License. and any extension thereof.
ahnll he allhfwt. to mncnllntinn hy City upon six (6) month%’ written notice to Company.
In the event of such termination, Company shall not be obligated to pay any license fee
hereunder during the period b8tween the date of City’s notice of termination and the
datc Company vacatcs thc Property. Liccnsc fccs thc Company paid for my timc period
on and after it receives City’s notice of termination shall be refunded to Company.
After the City notifies Company of telminatibn. Company shall remove iium the
Property all of it communicauqn Facilities.
c. Company my terminate this Agreement at any time during the term hereof by providing written notice to City tn the event that: (i) any license, pennit
or other governmental approval or authority is canceled. expires or is withdrawn or
terminated and Company is no longer authorized to operate its Communication
Facilities €?om the Premises; (ii) due to changes in technology or other events beyond
Company’s control, Company is no longer able to utilize the Premises for its
Communication Facilities; or (iii) City reqSes relocation pursuant to Paragraph 23 of
this Agreement. If Company provides written notice of this termination at least one
year before the termination date, then Company shall not be iiabie to pay a license fee
for any time period beyond the termination date. and the City shall return lo Company
the prated amount of any pre-paid license fees for any period of the beyond the
FIIJG-2';-193E, 13: 46 FPOI'I HOPI: IIG 8 SIJTTER
tennlnation date. If the Company does not provide written notice of this termfnation 0 at least one year prior to the termination date, the Company shall be liable to pay the
license fee for one ye= following the date that the written notice was received by the
City, and the City shall rem to Company the pro-rated amount of any pre-paid license
fee for any peribd of time beyond one year after the written notice was received.
22. for ~qmvd.. company SMI provfbe to City mor to
commencement of the term of this Agreement a perfonnance bond in the amount of
Ten Thousand Dollars ($lO.OoO). which will be renewed as n@cessary, to ensure that
thc Communications hcfflties wffl be removed and the Premises restored to its
previous condition, reasonable wear and tear excepted, at termination M expiration Of
this Agreement. The City wffl be named in the bond and shall choose the bonding
company.
23. Mocatfon. In the event of unforeseeable and unusual circumstances. M
the City's determination of a need ofthe property for a special use per Paragraph 2 l(b).
City may. once during the term of this Agreement, including any renewal term of this
Agrement, at its option. require Company to relocate the Communications Facilities. to another location on the property, or, to other propesty owned or controlled by City
that is located in the general vicinity of the Premises and reasonably suitable for
Cmp~y's Communications Facilities, as determined by the Company, which new
location shall then constitute the Property, Structure and Premises. City shall be
responsible for 100% of the relocation costs ifrelocation is required during the fmt year
of the initial tenn of this Agrement: 90% of the relocation costs ifrducatlon b requhrd
during the second year of the initial term of this Agreement; 80% of the relocation costs
if relocation is required during the third year of the Initial term of this Agreement, 7046 of the relocation costs if relocation is required dunng the fourth year of the Mtlal term
of this Agreement: 60% of the relocation costs if relocation is required in the 6fth year
nf the initial term of thk Agreement: and none of the relocation costs if relocation is
required after the fifth year of the initial term of this Agreement. In connection with
any renegotiation of any renewal term, City shall advise Company of any anticipated
cvcnts or occumcnccs that may result in relocation during the rcncwal term thcn bchg
negotiated.
24. Reimbursement of Crwtg. company shall, on demand, reimburse Clty
for its pro-rata share of all reaimable costs and expenses of any type City incurs in
COMectiOn with this Agreement (including performance and enforcement of its
prOvfstOnS). the Comunicatiox'is Facflities. or any Cfty approval required hereunder,
hncluding engtneeriag, legal, and other consulting fees.
25. Re Upon City's request, Company shall provide City with
copies of all petitions, applications, reports and communications submitted by
Company to the KC, Securities and Exchange Commission or my other federal or
state regulatory commission or agency having jurisdiction in respect to any matter
affecting this License or Company's operation of its Communications Facilities.
- 13-
HIJG-2'3-1996 17: 47 FF!UM HCIPYINS 8 SIJTTER
26. val of Provisim. All indemnification obligations of Company under WAgreem~~c~uding Paragraphs 10(b), 11.13,and 14,shallsWve Lhee2iphalio11
27. &bordina!ion. Company agrees that this Agreement shall be subject and
subordinate to any and all mortgages. including all extwiom, renewals. amendments,
and ~upplements thereto now or hereafter affecting any part of the Property. Company
agrees to execute and deliver promptly any instnunent requested by aty or my
mortgagee or trustee to further confirm the subordination of this Agreement to a
particular mortgage, provided that such agreement contains reasonable consent and
non-disturbance provisions to guaranty Company's continued right to use the Premises
in accordance with this Agreement in the event that the mortgagee or trustee takes
control of the Fmperty.
or earlier termination of this Agreement.
28. -el CerUficace. Company shall. at any time and from time to time
upon not less than ten (IO) days prior request by City, deliver to City a statement in
writing certifying that a) this Agreement is unmodffied and in full force (or if there have
heen modifications. that the Agreement is in full force as modified and identifying the
modifications); (il) the dates to which the license fee and other charges hereunder have
been paid; (iii) so far as the person maldng the certificate knows. City is not in default
undcr any provision of this Agreement; and (iv) such other matters as City may
reasonably requat.
29. No Limitation on AW. Nothing conrained 111 thts Agreement shall
limit or interfere with or be construed to limit or interfere with any of City's rights or
its zoning code, unless specifically and explicitly #anted to Company in this Agreement
contrary to City's rights and powers.
30. Memorandum of he-. The parties hereby agree to execute and
record a short form memorandim of this Agreement outlining the basic provisions of
thfs Agrccmcnt dating to thc kritfnl tam, thc Company's rcncwal options and acccss
rights and such other basic terms mutually agreed upon by the parties.
3 1. Law anbS;everabiliw. .l'his Agreement and any interpretation
thereof shall be ruled by the int- laws (not the choice of law provisions) of the State
of Wisconsin. If one or more of the terms hereof are found to be void or invalid, those
terms shall be deemed inoperative and null and void. and shall be deemed modified to
confo-nn to such rule of law. all without invalidating any of the remaining provisions
of this Agreement or the enforceability thereof, which shall continue in fiffl force and
effect.
32. Mlscellaneoug. This Agreement constitutes the entire agrement and
understanding of the parties. and supersedes all offem. negotiations.. and other
agreements of any hd. There are no representations or understandings of any kind
not set forth herein. Any moUcation of or amendment to this Agreement must be in
writing and executed by both parties. Company and City represent that each has fulI
righ~ power and authority to sign rtlls Agreement.
33. m. AU notices hereunder shall be in writing and shall be deemed
gfven if personally delivered or mailed, certified mail, return receipt requested, to the
following address:
If to City. to:
If to Company, to:
1N WITNESS THEREOF. the parties have caused this Agreement to be executed
on the date and year first written above.
CITY: CITY OF MWSKEGO
By:
David L. De Angelis. Mayor
By:
Jean K. Marenda. Clerk
COMPANV:
By:
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I SCALA I
AMENCELL"
These AMERICELL panels are the latest in Scala's series of
professional antenna products for PCS and similar applications in
the 1832-1990 MHz band, featuring:
Patented manufacturing techniques with materials selected for
long life and reliability.
Superior electrical performawe. with low VSWR. wide bandwidth.
flat frequency response, and extemely low intermodulation
products.
Minimal visual impact thanks to an extremely low profile design.
All metal components are DC grounded to minimize lightning
Rugged stainless steel hardware and special fiberglass radomes
damage.
ensure an extended service life.
Soecifications
Frequency range 1850-1990 MHz (broadband)
Gain 17~5 dBi
VSWR
Impedance 50 ohms
Intermodulation (2x20~) IM3: -150 dEc
Polarization VSltiCal
Front-lo-back ratio >23 dB
Maximum input power 200 warn
H-plane beamwldm 90 degrees (half-power)
E-plane bemwidh 5.5 degrees (Mf-power)
Electrical downtilt 2 degrees (optional see below)
Termination 7/16 DIN lede
Weight 11.7 Ib (5.3 kg)
Dimensions 64.1 x 6.1 x 1.9 Inches
Equivalent flat plate area 2.72 ff (0.252 rr?l
Wind survival rallng 120 rnph (200 Qh)
Mounting ~ued and tin-mamt options are avaibMe for 12 to 5.3 Inch (39 lo 135 mm) OD masts. Panel wlthout electrical downtllt can be Inverted. Contact Scala regardin Inverted mwnting of web ~fm eleclrlcasdormtllL
c 1.31
(1628X155X49rIUll)
Order Informatlon
Model Description Stock Code
AP17-1900I090D Antenna 01435007
AP17-1900/090D/DT2 Antenna with 2'elecbld dCWltiH 01435008
AP17-19W/090DU/DT2 AnteMawiLh2' 01.- downtin 01435009 for Inverted munhng.
AMERICELLb.r~Laa.durm.nd~uorurms~
SCALA ELECTRONIC CORPORATION
Post Office Box 4580 Phone: (503) 779-6500
Medford, OR 97501 (USA) Fa: (503) 779-3991
AP17-I 90O/O90D
API 7-1 900/090D/DT2
APl7-1900/090DU/DT2
90" PANEL ANTENNA
17.5 dBi gain
1850-1990 MHz (broadband)
Vernal panem - Vpdarlraaon
E-plane
(sharm !MJ 2' electrical dovmtltt)
10137-D