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CCR2003058. .. .~ COMMON COUNCIL - CITY OF MUSKEGO RESOLUTION #058-2003 APPROVAL OF LICENSE AGREEMENT BETWEEN THE CITY OF MUSKEGO AND UNITED STATES CELLULAR OPERATING COMPANY LLC 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 United States Cellular Operating Company LLC subject to review and approval of the City Attorney. BE IT FURTHER RESOLVED That the Mayor and Clerk-Treasurer are authorized to sign the Agreement in the name of the City and make any technical corrections that may be necessary, in consultation with the City Attorney. DATED THIS 25th DAY OF March .2003. SPONSORED BY: FINANCE COMMITTEE Ald. Rick Pettalski Ald. Nancy Salentine Ald. Patrick Patterson This is to certifý that this is a true and accurate copy of Resolution #058-2002 which was adopted by the Common Council of the City of Muskego. ~f(. Þ7~ CI -Treasurer 3/02jmb , , I LICENSE AGREEMENT BETWEEN THE CITY OF MUSKEGO AND UNITED STATES CELLULAR OPERATING COMPANY LLC License Agreement dated effective , 2003, by and between the City of Muskego ("City") and United States Cellular Operating Company LLC, a Delaware limited liability company, d.b.a. U.S. Cellular ("Company"). RECITALS A. City owns certain real property, consisting of, among other things, a 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. The existing tower owned by the City on the Property cannot accommodate Company's needs, therefore, Company desires construct a new tower ("New Tower") on the Property that will replace the old tower and accommodate both City's equipment as described in Exhibit. E and Company's equipment as described in Exhibit B. C. Company desires to construct, install, maintain and operate on the Property certain communications facilities described in 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: I. Recitals. The Recitals are incorporated and form a part of this Agreement. 2. Construction and Consolidation of Towers. Company, at its expense, shall be responsible for all costs and expenses of constructing the New Tower and all other necessary and related improvements to the Property. The New Tower shall be a monopole tower, one hundred fifty feet (150') in height, and capable of housing the existing antenna facilities of City at the same elevations as on the existing tower. To accomplish the consolidation of the existing Tower to the New Tower Company will work closely with City to coordinate the move of City's equipment from the existing tower and all work shall be paid for by Company. The consolidation of the New Tower and the existing tower shall occur as soon as possible once the New Tower is constructed. Within one year of the consolidation of the existing tower to the New Tower, the existing tower will then be dismantled and disposed of by Company, at its sole expense. Company shall reasonably remedy any damage to the City's parcel to the extent caused by such removal and reasonably restore the same. Tenant shall also be responsible for creating nine (9) parking spaces to replace the ones that will be utilized by the New Tower as described on exhibit C. These additional spots must be completed prior to any other construction commencing. All construction and demolition work performed by Company shall be done in compliance with all applicable laws, rules and ordinances of the City, County, State and/or governmental authority. 3. Ownership and Maintenance of New Tower. Company shall own the New Tower and Company shall be responsible for the maintenance of the New Tower Confidential lanesville&Racine Page I 4. License. City hereby grants Company a nonexclusive license to construct, il\staJl, maintain, and operate the Communications Facilities, on part of the Property, in the specific location designated on. construction plans and drawings approved by the City, which shall be attached hereto and incorporate herein as exhibit C (the "Premises"). Company shaJl 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. 5. Term. The initial term of this Agreement shaJl 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 the Agreement, the Company shall have the right to renew this license for up to four (4) successive five (5) year renewal terms, upon a continuation of all.the same provisions hereof, by giving written notice to City of Company's exercise of this option at least sixty (60) days before the expiration of the term then present at the time of such notice. 6. License Fees Per Site: a. During the first year term of this Agreement, Company shall pay City an annual license fee of Sixteen Thousand Four Hundred Eighty Five Dollars ($16,485.00.00) due on the Commencement Date. During the initial term and any renewal term, the annual license fee shall be increased by 5% over the , license fee in effect the immediately preceding year. Such increase shall be made and adjusted on each annual anniversary date of the Commencement Date during the original term and any renewal term or terms and due on said anniversary dates. b. 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. c. All consideration to be provided by Company to City shall be paid or provided to City shall be paid or provided to City without offset. The license fee hereunder is reserved on an absolute net basis. Company shall pay to the persons entitled thereto all personal property taxes, if any, assessed against the Company's equipment located on the Property, and all insurance premiums, maintenance charges and any other charges, costs and expenses against the Property contemplated under any provision of this Agreement for operation of the Communications Facilities on the Premises. d. City warrants and agrees that Company, upon paying the license fee required under this paragraph and performing the covenants set forth in this Agreement, shall peaceably enjoy the rights granted Company hereunder. 7. Compliance with Laws and Emiss~. Throughout the term of this Agreement, Company shall continuously use the Premises for the purpose of constructing, maintaining and operating facilities for the transmission and reception of radio communication signals in such frequencies as may be I assigned to Company by the Federal Communications Commission ("FCC"). Company, at its expense, Confidential Janesville&Racine Page 2 .' , ' shan diligently, faithfuny and promptly obey and comply with an federal, state and local orders, rules, regulations and laws, including an FCC and Federal Aviation Administration rules, in reliltion 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 Levels with respect to Human Exposure to Radio Frequency Electromagnetic Fields" as set forth in the current ANSI standard or any FCC standard which supersedes this standard or any EP A rules or regulations that may hereinafter be adopted which supersede this standard. In the event that any of the above orders, rules, regulations, or laws have conflicting standards, Company shan be required to comply with the most restrictive standard. Company shalJ pay, as they become due and payable; an fees, charges, taxes and expenses required for licenses and permits required for Company's use of the Premises. 8. Instanation and Maintenance of Communication Facilities. a. Company shan, at its sole cost and expense, instan, operate, and maintain the Communications Facilities on the Premises. Company's instanation of the Communications Facilities shan 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. An work shan be performed either by Company or by a fully qualified independent contractor who carries an insurance required under Paragraph 11 and who has been approved in writing by City before such contractor performs work on the Premises, which approval shan not be unreasonably withheld, conditioned or delayed. ,Regarding any independent contractor employed by Company to work on the Premises, certificates of an insurance coverages required under this Agreement shan 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 constructs on the Premises shall remain the exclusive property of Company. .. b. Company, at its expense, ,and within thirty (30) days after the instanation 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 shan be accompanied by a complete and detailed inventory of all Communications Facilities actuany placed on the Premises, all of which shan be attached hereto an incorporated herein as Exhibit D. c. Any damage done to the Property during installation or during operati,ons, which is due to Company's intentional or negligent acts or omissions, shall be immediately repaired at Company's cost and to City's satisfaction. Company shall pay all costs and expenses in relation to maintaining the structural integrity of the New Tower to the extent such costs and expenses arise out of Company's instalJation of the Communications Facilities. Company shall not permit any claim or ]jen 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 instanation, contraction, 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 aesthetic impact held to a nrinimum practical level. Upon initial instalJation and the instalJation 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 aesthetic impact, so long as such requirements do not have a material impact Company's signal strength. . Confidential Janesville&Racine Page 3 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 all costs associated therewith. 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 repair and condition during the term of this Agreement. . g. A landscaping plan for the site shall be proposed by Company and approved by City prior to the Commencement Date. Company, at its expense, shall install and maintain its landscape according to the approved landscape plan, which shall be attached hereto and incorporated herein as Exhibit E. h. Any reasonable additional costs for servicing or maintaining the Premises 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 within 30 days after receipt of an itemized invoice. Company shall abate or remove graffiti from the Communications Facilities within thirty (30) days of City's written notice regarding same. 9. Modifications. Company shall not increase the height of the New Tower nor expand the enclosure that houses the Company's equipment without the City's prior written approval, and the City shall consider any such request 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" plarming and engineering drawings as specified in Paragraph 8(b). Modifications that result in a taller tower or an expansion to the enclosure that will house Company's equipment, 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 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 binding 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 that the modification is made. Notwithstanding any provision in this Paragraph to the contrary, without obtaining City's prior consent, the Company shall have the right to: (i) make material additions, alterations or improvements to Company equipment housed within any enclosure Company constructs on the Premises; and (ii) modify, replace or add any equipment to the New Tower. Notwithstanding any provision in this paragraph to the contrary, the Company must comply with any and all City ordinance requirements including, but not limited to, zoning, building and site plan ordinances. 10. Studies.. Prior to approving any installation under Paragraph 8 or modification under Paragraph 9, Company shall provide City with studies consistent with Federal requirements and the Company's license obligations to determine whether 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 of any equipment on the Structure pursuant to Paragraph 6 and prior to the installation on the New Tower pursuant to Paragraph 7 of any additional equipment or replacement equipment which is significantly greater in size, weight 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 modification will adversely affect the structural integrity of any 'part of the New Tower. Upon City's request, Company will pay for an independent review of that structural engineering study by a reviewer of the City's choice. I I I . Access. a. Company shall supply to the City a list of types of c,\tegories of professionals that it requests be given access to the Property("Designated Professionals"). City shall not give access to the Property to any person who does not provide adequate credentials as a Designated Professional at the time access is required. b. Company shall have twenty-four hour access to the Premises as designated in Exhibit C for the use and maintenance of the Premises. c. Company shall admit City, its employees or its agents to any part of the Premises used or occupied by Company upon reasonable notice. If City requires access to Company's equipment hòused in the equipment building an employee of Company must be present. 12. Interference. I a. Company's installation, operation, and use of the Communications Faci]ities 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. City 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. b. Company warrants and represents that the Communications Facilities 'and the installation, operation and maintenance of the Communications Facilities shàll 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 pre-existing Licensees, wherever located on the Property. In the event of alleged interference with such City equipment or pre-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 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 from the Property. Upon such termination, the Company's further liability shall be determined in accordance with Paragraph 21(c). Notwithstanding the foregoing, City shall diligently attèmpt 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 Premises or non-interference with Company's transmission operations or that the Property or utiJities serving the Property, if any, are fit for Company's intended use and all such warranties and I Confidential Janesville&Racine Page 5 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 I O(b) and that Ci ty shaH enforce such provision in a nondiscriminatory manner with respect to all of its licensees. I 13. Insurance. a. General. At aH times during the term of this Agreement, Company shall keep in force and effect aH insurance poJicies 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 VII 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 general Jiability and automobile liabiJity 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 Agreement, 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 (30) 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 (coHectively "Additional Insureds") shall be named as additional insureds under aH of the policies, except worker's compensation policies, which shall be so stated on the Certificate of Insurance. AH policies, other than worker's compensation, shall be written on an occurrence and not on a claims-made basis. All poJicies may be written with deductibles, not to exceed $100,000.00. Company shaH 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 paragraph. . . b. Worker's Compensation and Emplovers' Liability Insurance. Statutory worker's I compensation benefits and employers' Jiability insurance with a limit of liability 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 Liability Insurance. PoJicy 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, coHapse or damage to underground utmties (commonly known as XCU coverage). Limits of liability not less than $1,000,000 general aggregate, $1,000,000 products/completed 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 suits that arise from the effects of electromagnetic field or radiation. d. Automobile Liabmty Insurance. Business automobile policy covering aH owned, hired and non-owned private passenger autos and commercial vehicles. Limits of liability not less than $1,000,000 each occurrence, $1,000,000 aggregate. e. Umbrella LiabiJity Insurance. Coyerage to be in excess of employers' Jiability, commercial general liability, and automobile liability insurance required above. Limits of liability not less than $5,000,000 each occurrence, $5,000,000 aggregate. I' Confidential Janesyille&Racine Page 6 The aforesaid limits of liability may be increased or decreased by mutual consent of the parties, which consent wiil not be unreasonably withheld by either party, in the even of, any factors or occurrences, including substantial increases in the level of jury verdicts or judgments or the passage of state, federal or'other governmental compensation plans, or Jaws which would materiany increase or decrease City's or Company's exposure to risk. I f. Worke"r's Compensation Waiver of Subrogation. City shan not be liable to Company, Company's contractors or their subcontractors, for any injuries 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 an work of any type performed upon the Premises or Property, including injuries arising during equipment instanation, 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 gross negligence of City, its agents or employees. For purposes of this Agreement, "gross neg]igence" shan mean any willful, wanton or reckless disregard of rights or safety. Except as set forth above, Company and Company's contractors and their subcontractors shan each waive any and an rights of recovery from City for worker's compensation claims made by their respective employees and shan obtain such waiver from their worker's compensation insurer. Company, for itself and its contractors 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 their subcontractors. I g. Propertv Insurance. Each party will be responsible for maintaining property insurance on its own buildings and other improvements, including an equipment, fixtures, utility structures, fencing, or support systems thai may be built or placed upon the site to funy protect against hazards or fire, vandalism and malicious mischief, and such other perils 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 an rights against each other for any Joss or damage to property caused by fire or other peri] if the property is insúred for such Joss or damage in any policy of insurance even if such loss or damage is caused by the fault or negligence of the other party or anyone for whom such party is responsible. 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 from its insurance carrier a waiver of subrogation to the insurer, each will obtain from 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. ]4. Damage or Destruction of Property. If the Premises are destroyed or damaged, in no way due to the act or inaction of Company, to an extent that, in the sole judgment of Company, materiany and substantiany limits Company's effective use of the Communications Facilities, the Company may terminate this Agreement by giving one year's notice to the City. As of the date of such notice, Company's payments shan be pro-rated for that period of time, and any pre-paid money beyond that time period shan be returned to Company in accord with the provisions of Paragraph 23(a) and 23(c). Company shan be obligated to re-pay 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 if the Premises are restored. Regardless of any other provisions contained in this Agreement, City shan have no obligation to rebuild or restore any part of the Premises in the even of any such damage or destruction. I Confidential lanesville&Racine Page 7 15. Indemnification. Company shall defend, indemnify and hold harmless City and all associated, affiliated, allied and subsidiary entities of City, whether existing now or in the future, and their respective officiaJs, officers, departments, agencies, counties, boards, representatives, employees, agents'l contractors and attorneys (colJectively, "Indemnified Parties") against any and all liability, claims, costs, damages, expenses, demands, lawsuits or disputes (including reasonable attorneys' fees of counseJ seJected by City and alJ other costs and 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 to any property whatsoever, arising in any way from the instalJation, presence, operation, maintenance or removal of the Communications Facilities, unless caused primarily by the intentional acts or omissions or gross negligence (as defined in Paragraph 1I(f) above) of City, its agents or empJoyees; (ii) work, labor, material or supplies provided or supplied to Company, its contractors or subcontractors, for the instalhition construction, operation, maintenance or use of the Premises or Communications Facilities, including any claim or lien arising therefrom; (iii) Company's breach of any warranty, representation, obligation or other provision of this Agreement; and (i) any financing or securities offering by Company or its affiliates for violations of common Jawor any laws, statues, or regulations of the State of Wisconsin or United States, including those of the Federal Securities and Exchange Commission, whether by Company or otherwise. This indemnification language specificalJy includes, among other things, any and all liability related to or associated with' exposure to electromagnetic fields or radio frequencies. 16. Environmental. Company represents and warrants that its use of the Premises wiJI not generate any hazardous substances, that it wiJI not dispose or unlawfully store on .the Property or unlawfully transport to or over the Property any ,hazardous substances and that its Communications Facilities do not constitute or unlawfulJy 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 I necessary for the operations of the Communications Facilities on the Property. "Hazardous substance" shall be interpreted brmtdly to mean any substance or material designated or defined as hazardous or toxic waste, hazardous or toxic material, 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. Company shall defend, indemnify and hold harmless Indemnified Parties from and against any and all liability, loss, cost, damage, and expense, including reasonable attorney's fees arising from or due to the release, threatened release, storage or disposal by the Company of any such hazardous wastes or hazardous substances on, under or adjacent to the Property. 17. Taxes; No Liens. Company shall pay and be responsible for any and all personal and real estate taxes and assessments, general and special, levied and assessed against, or with respect to, or measured by, the Premises and the Communications 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 or a lien against any part of the Property, whether filed against City or Company. 18. Limitations. Company undertakes and assumes for its officers, agents, affiliates, contractors and subcontractors and employees (colJectively, "Company" for the purpose of this Paragraph), alJ risk of dangerous conditions, if any, on or 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 caused by Company unless primarily caused by the intentional acts or gross negligence (as I defined in Paragraph II (f) above) of City, its agents or employees. Confidential Janesville&Racine Page 8 , No provision of this Agreement is intended, or shall be construed, to be a waiver, for any purpose by City or 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. 19. 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 does not cure that default within thirty (30) days after written notice thereof by City, provided that such period shall be extended as reasonably necessary in the event that Company is proceeding in good faith with due diligence to cure such default but is unable to do so within thirty (30) days; (c) Company abandons or vacates the Premises; (d) Company files for relief under federal bankruptcy laws or makes any assignment for the benefit of creditors; or (e) Company becomes insolvent. 20. Remedies on Default. In the event of any default by Company, City may, in addition to any other remedy it m!lY have under law, serve a written notice upon Company that City elects to terminate this License upon a specified 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 date of the term granted herein. In the event this License is so terminated, City shalJ receive from Company a sum equal to the total of the unpaid consideration through the current lease year, and all other prepaid amounts shall be returned to Company. . Company shall not be released from any liability for the current five year term hereunder by reason of City's engaging in any legal proceedings available to it upon liability for the payment of the license fee for the current five year tenn as herein provided. 21. No Nuisances. Company shall not knowingly perform any acts or carryon any practices upon the Premises which may endanger or injure the Structures, Premises, Property, or surrounding areas or any person or be a nuisance or menace to adjoining property owners and shalJ keep the Premises free and clear of debris, rubbish, junk, and garbage. 22. Assignability. Except as allowed herein, the Company shall not assign any of the benefits or obligations of this Agreement, without the prior written consent of City, which shall not be unreasonably withheld or delayed. Company may sub-Jicense or otherwise assign this Agreement to an affiliate (as defined below) without the consent of City. Company may also sub-license or otherwise assign this agreement to a non-affiliated third party without the consent of City in a transaction involving the sale of all or substantially all of Company's assets in the Milwaukee Area ("MTA"). No assignment shall relieve Company of any obligations hereunder. Nothing in this Agreement shall preclude City from licensing or leasing other space on the Property for any purpose to a person or entity that may be in competition with Company or other party. "Affiliate" 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 with the Company. Additionally, Company may, upon notice to City, mortgage or grant a security interest in this Lease and the Antenna Facilities, and may assign this Lease and the Antenna Facilities to any mortgagees I Confidential Janesville&Racine Page 9 or holders of security interests, including their successors or assigns (collectively "Mortgagees"), provided such Mortgagees agree to be bound by the terms and provisions of this Lease. 23. Termination of License. 8 a. Upon termination or expiration of this Agreement, the New Tower and equipment shelter building shall remain on the Premises with ownership of each reverting to the City, unless City provides Company 6 months prior written notice that Company must remove the New Tower and/or the equipment shelter building. Thereafter, Company shall at its expense, promptly 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 condition as existed prior to the date of this Agreement, reasonable wear an"d tear excepted. However, .the Company's equipment on the New Tower and within the equipment shelter building shan never be considered fixtures to the Premises and wiJ] be removed by Company. b. If anytime after the first 10 years of this 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 one (I) year's written notice to Company. In the event of such termination, Company shall not be obligated to pay any license fee hereunder during the perioa between the date of City's notice of termination and Company's vacation of 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 its Communication Facilities. c. Company may terminate this Agreement at any time during the term hereof by providing 8 written notice to City in the event that: (i) any license, permit 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 from 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 Communications Facilities; (iii) City requires relocation pursuant to Paragraph 25 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 the pro-rated amount of any pre-paid license fees for any period of time beyond the termination 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 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 fees for any period of time beyond one year after the written notice was received. 24, Securitv for Removal. a. Prior to commencement of installation of Company's Communications Facilities on the Premises, Company shall establish a Security Mechanism (as hereafter defined) to ensure that the Communications Facilities will be removed and the Premises restored to its previous condition, reasonable wear and tear excepted, at termination or expiration of this Agreement. For purposes hereof, "Security Mechanism" shall mean either (at Company's election) (i) a security deposit posted with City; (ii) an irrevocable letter of credit; or (iii) an escrow deposit established with a title company -- any such security deposit, letter of credit or escrow deposit to be in the amount of Ten Thousand DoHars ($10,000.00). I Confidential Janesville&Racine Page 10 b. In the event Company establishes a Security Mechanism by posting a security deposit with City, City shall not be responsible for paying interest on said deposit. I c. City shall have the right to approve the title company and the form of escrow agreement with respect to any such escrow or the issuing bank and form of letter of credit with respect to any such letter of credit, if applicable. Any such escrow agreement or letter of credit shall, in part, include provisions that said agreement or letter of credit, as the case may be, cannot be terminated without the prior written consent of the City and a provision that the title company or issuer, as the case may be, pay a1l monies held in said account to the City upon receipt of a written statement by the City certifying that the Communications FacHities have not been removed and the Premises restored to its previous condition, reasonable wear and tear excepted, at the termination or expiration of this Agreement. d. Company may, from time to time, substitute for the then-existing Security Mechanism one of the other two types of Security Mechanism described herein and City sha1l cooperate in connection with each such substitution. e. Upon final satisfaction of Company's removal obligations described in this Paragraph, a1l funds in the escrow or the letter of credi~ or the security deposit, as the case may be, sha1l be promptly returned to Company. ' I 25. 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 of this Agreement, at its option, require Company to relocate the Communications Facilities, to another location on the Property, or, to other property owned or contro1led by City that is located in the general vicinity òf the Premises and ,reasonably suitabJe for Company's Communications Facilities, as determined by the Company, which new location sha1l then constitute the Property, and Premises. City sha1l 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 Agreement; 70% of the relocation costs if relocation 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 in the fifth year of the initial term of this Agreement. In connection with any renegotiation of any renewal term, City sha1l advise Company of any anticipated events or occurrences that may result in relocation during the renewal term then being negotiated. 26. Reimbursement of Costs. Company shall, within 30 days after receipt of a detailed invoice, 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 fee. 27. Regulatorv Filings. Upon City's request, Company shall provide City with copies of all non-confidential 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 any matter affecting this License or Company's operation of its 8 Communications Facilities. Confidential Janesville&Racine Page 11 28. Survival of Provision. All indemnification obligations of Company under t!:tis Agreement, including Paragraphs lO(b), 11, 13, and 14, shall survive the expiration or earlier termination of this I Agreement. 29. Subordination. Company agrees 'that this Agreement shall be subject and subordinate to any and aH 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 Ìnstrument requested by City or any 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 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 Property. 30. Estoppel Certificate. 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 (i) this Agreement is unmodified and in full force (or if there have been modifications, that the Agreement is in full force as modified and identifying the modifications); Oi) the dates to which the license fee and other charges hereunder have been paid; (iii) so far as the person making the certificate knows, City is not in. default under any provision ofthis Agreement; and (iv) such other matters as City may reasonably request. 31. No Limitation on Authoritv. Nothing contained in this Agreement shall limit or interfere with or be construed to limit or interfere with any of City's rights or powers, including City's authority in enforcement of its municipal ordinances, including its zoning code, unless specifically and explicitly granted to Company in this Agreement contrary to City's rights and powers. 32. Memorandum of Agreement. The parties hereby agree to execute and record a short form 8 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. 33. Applicable Law and Severabilitv. This Agreement and any interpretation thereof shaH be ruled by the internal 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 nuH and void, and shall be deemed' modified to conform to such rule of law, all without invalidating any of the remaining provisions of this Agreement or the enforceability thereof, which shall continue in full force and effect. 34. MisceHaneous. This Agreement constitutes the entire agreement and understanding pariies, and supersedes all- offers, negotiations, and other agreements of any kind. There are no representations or understandings of any kind not set forth herein. Any modification of or amendment to this Agreement must be in writing and executed by both parties. Company and City represent that each has fuH right, power and authority to sign this.Agreement. 35. Sub-Licensing Rights. Company shall have the unreserved and unqualified right to sublicense New Tower, building, and ground space upon the Premises to subtenants. If Company sublicenses the New Tower, building and ground space, City shall receive Fifty Percent (50%) of any additional rent that Company receives in connection with any sublicense of such space (excluding cost I sharing and expense reimbursements and other similar arrangements between Company and Other Confidential JanesviJIe&Racine Page 12 I Carriers). Company agrees to work diligent]y with any carrier that approaches Company with the desire to locate on the Premises and will assist them in any way possible to allow such locating.. Company shall defend, indemnify and hold harmless City against any lawsuit against City, including court costs and reasonable attorney fees, based on an allegation that Company arbitrarily discriminated in the exercise of its rights and obligations under this paragraph. Company shall comply with all Federal and State or other governmental rules and regulations as to co-location on said New Tower. " 36. Citv's Use of the New Tower. As a condition of City executing this agreement, Company will allow City to maintain, at City's expense, City's equipment on the New Tower as defined on Exhibit E throughout the term of the agreement. City shall have the right at all times during the term to occupy space as detailed in Exhibit E to operate City's equipment and shaIl also have the right to use all associated feedlines and cables to operate the same. City will owe no rent or other payments to Company" for City's use of the Premises for such purposes. City will have 7 day per week, 24 hour access to the Pre"mises including the new tower (however, at no time shall City have access to Company's shelter) for such maintenance purposes, provided that City shall use its best efforts not to disturb or in any way interfere with operation of Company's improvements and will maintain City's equipment at City's sole expense. 37 Notices. All notices hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following address: If to City, to: City of Muskego Mayor's Office City Hall WI82 S8200 Racine A venue Muskego, Wisconsin 53]50 I If to Company, to: U.S. Cellular 5117 West Terrace Dr. Madison, WI 53718 ATTN: Real Estate With a copy to: U.S. Cellular 8410 West Bryn Mawr Ave. Suite 700 Chicago, IL 60631 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: Mark A. Slocomb, Mayor By: Jean K. Marenda, City Clerk / Treasurer I Confidential Janesville&Racine Page 13 COMPANY: By: Its: By: Name: Title: Confidential Janesville&Racine UNITED STATES CELLULAR OPERA TING COMPANY LLG, A DELA WARE LIMITED LIABILITY COMPANY, d.h.a. U.S. CELLULAR I 8 8 Page 14 I Exhibit A Legal Description of City's Property - I Confidential Janesville&Racine Page 15 Exhibit B Communications Facilities Approximately 50' x 50' to place the ISO' monopole ("New Tower") along with an equipment building that will house I Company's Equipment Along with easement rights for access to the Premises by vehicle or foot from the nearest public way and for the installation of utility wires, poles, cables, conduits and pipes on the Property in the approximate locations as depicted below: I 8 Confidential . Janesville&Racine Page] 6 , ., , Confidential lanesville&Racine Exhibit C Construction Plan Drawings [Approval Construction Plans and Site Plan to be Attached] Page 17 To be submitted after construction completion. Confidential Janesville&Racine Exhibit D As Built Drawings , , 8 Page 18 , ., .~ 80' 120' 127' Confiden!ial Janesville&Racine Exhibit E City's Equipment One (I) public works antenna One (I) Firecom DB264 omni antenna, 21.5 feet tall One (I) Repeater DB264 omni antenna, 21.5 feet tall Page 19 Exhibit A Legal Description of City's Property LEASE PARCEL , A part of the South Half (S1/2) of the Northwest Quarter (NW1/4) of Section Sixteen (16), Township Five (5), Range Twenty (20), City of Muskego, Waukesha County, Wisconsin containing 2,500 square feet (0.057 acres) of land and being described by: Commencing at the North Quarter Corner of said Section 16; thence SOO'-49'-52"E 1323.19 feet along the East line of the NW1/4 of said Section 16 to the North line of the S1/2 of the NW1/4 of said Section 16; thence S88'-53'-07"W 936.10 feet along said North line; thence S01 '-06'-51 "E 351.73 feet to the point of beginning; thence S58'-52'-45"W 50.00 feet; thence S31'-OT-15"E 50.00 feet; thence N58'-52'-45"E 50.00 feet; thence N31 0 -OT-15"W 50.00 feet to the point of beginning; being subjectto any and all easements and restrictions of record. 20 FOOT WIDE ACCESS/UTILITY EASEMENT A 20 foot wide Access/Utility Easement being a part of the South Half (S1/2) of the ,Northwest Quarter (NW1/4) of Section Sixteen (16), Township Five (5), Range Twenty (20), City of Muskego, Waukesha County, Wisconsin containing 7,626 square feet (0.175 acres) of land and being 10 feet each side of and parallel to a line described by: Commencing at the North Quarter Corner of said Section 16; thence SOO'-49'-52"E 1323.19 feet along the East line of the NW1/4 of said Section 16 to the North line of the S1/2 of the NW1/4 of said Section 16; thence S88O-53'-07"W 936.10 feet along said North line; thence S01 0-06'-51 "E 351.73 feet; thence S58O -52'-45"W 50.00 feeit; thence S31 0-07'- 15"E 40.00 feet to the point of beginning; thence S58O-52'-45"W 10.00 feet; thence N31O- OT-15"W 49.16 feet; thence S58O -5T-32"W 133.00 feet; thence S300 -59'-41 "E 1 00.54 feet; thence S57'-42'-03"W 88.62 feet to the Easterly Right-of-Way line of Racine Avenue (aka C.T.H:"Y") and the point of termination. The side lot lines of said easement are to be shortened or lengthened to terminate at the Easterly line of said Racine Avenue. , 10 FOOT WIDE UTILITY EASEMENT TO WEPCO & AMERITECH A 10 foot wide Utility Easement being a part of the South Half (S1/2) of the Northwest Quarter (NW1/4) of Section Sixteen (16), Township Five (5), Range Twenty (20), City of Muskego, Waukesha County, Wisconsin containing 3,768 square feet (0.086 acres) of land and being 5 feet each side of and parallel to a line described by: Commencing at the North Quarter Corner of said Section 16; thence SOO'-49'-52"E 1323.19 feet along the East line of the NW1/4 of said Section 16 to the North line of the S1/2 ofthe NW1/4 of said Section 16; thence S88O-53'-07"W 936.10 feet along said North line; thence S01 '-06'-51"E 351.73 feet; thence S58O-52'-45"W 25.00 feet to the point of beginning; thence N31O-03'-39"W 47.26 feet; thence S88'-55'-56"W 329.51 feet tot he Easterly line of Racine Avenue (aka CTH. "Y") and the point of termination. T:he side lot lines of said easement are to be shortened or lengthened to terminate at the Easterly line of said Racine Avenue and the Northwesterly line of afore described LEASE PARCEL. U.S. Cellular - Muskego PD #784482 May 28, 2002 8 Page 16 Exhibit B Communications Facilities .~ Approximately 50' x 50' to place the ISO' monopole ("New Tower") along with an equipment building that will house Company's Equipment Along with easement rights for access to the Premises by vehicle or foot from the nearest public way and for the installation of utility wires, poles, cables, conduits and pipes on the Property in the approximate locations as depicted below: PR"'sm1 T~,~=,J~~iJf,... ~A.:w.. '0', '" DET.' ",OE c-z ~- , , , , , , I I , , , , , , , , I ] , , , , , , , , , , , , '-'-""'1'--:--' I , ".TN' "...'" LOT \ ""'T ""URE "",",ox.\ L"'" ,""- 2 >0""""" , ,-"", <0 ">oOE' ' <I!"'" ",". '""OSED us tELL....,. ',,"'DU", PR,POSED "s enL""R E"""""T ""'C>N' WOOOS .~ """... P"'., 'OT L""' """"" ","ox. LO"T>o" t- - /' ....-793 '------ ./ ,""OSED CO" m'"EN ~ """ :fT~'1i,'~- ~~. f,'~f ~g::0:;W1M co.. <>om TO "'" <0 "'O'OSED ""TE"", " '\ '~. , \. '1> "'&b 79< ",,"' LOT 793' 111111//1111 ~ , , , , , , , , , , , , , . , , . . , . , , , , '\ \ \ \ Page 17 Exhibit C Construction Plan Drawings - - e Page] 8 ... J SITE LOCATION ... .~ '" " .. ""," SITE LOCATION sc"" NTS MAP ...,~, "~""~...,. 'U",'" ........,.,.- ..~." .... ~""" - ~""" "...- " .." ",'"" "" ou".. .."-'"",,, '" om.. ,." ..._, "" ~ ..", ...,"~, - ~ U.S. Cellular. -:-- -= JANESVILLE & RACINE #784482 NEW 150' MONOPOLE CONSTRUCTION DRA WINGS OCTOBER 2002 CONSULTANTS: PROJECT INFORM A TION: ENCtNEER, ",,"" . ASSOC" m, 'NC. "'0 DACL&< STREET "UK "f<, WI "'83 CONT "T","" "OW'ON'KI ,"ON" <6081 "3"'00 ""<6081"3"'99 "TE LOCATIO", wtO, '81'0 ""N( ",. "U""O, WI ""0 "TE "N'" "" OF "U""O WIB' "'00 ""N' m. CONTACTS"O," 'OHN'ON <POLIC' CN"" PHON" "'" ""'615 "" "'" """06 P'M" "'N"", """" . ASSo"m" INC. "'0 "CL" ST"" "UK "". W' 83'83 CONT",,"", PIN'" ,"ON', <600> """00 """00>"'.1999 'OUIP"'NT OWN", U, CELLUL" "as ,,""" ST. NEN "'LON, W""" CONT "" 'OB CO"LL' PHON', "'" 993"", ,,08lL" """""'05 "" "'" 993.3590 "TE "OU"'TtON, Bum CON5UL TtNO, 'NC. CONT"'"", FOWLE 600 wEST "RCt"" STREET ,n '00 """,U"", W""o, P"N" ,.." 270"000 EKT.22' "OB"" ,.." S07.22" ",,"'" 210"0" .. @ ...,~,.,,~. .."".,,-~- " "".: "~'~:::J:!." "LL D""" HOTL'N' ""0"""'" TOLL "" FAX A LD"" "'00""""0 TDDIFDR HEARING '"PAOR'D' "'00"""'" @ -.. ..""...".",..", "~,,_.,.~..,, ... "- ,. "".." ill. RAMAKER '."""."'- ,.....,.,,"= ~..,,"""' ~",.._"'" ,~'",.",.... ,.,w.",."" .~.,,~...,,_...- - """""'~, :::.i.':.~r.:~,1h "" ,"".,."" '""'"""" 1<: U,S, Ce11ubr, '"MOO""""" ""-,-"..",,.." ""..., ",," ""-""",, ""'",,. ,.. ~,...""" -, ""....w. .", "'""".",. ..w"." 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""" ,,~... .~,~," STANDARD UNDeRGROUND PoweR """.", ,.".._"... ~!J11 11'1, 'r..~!,,----- :r:I'~ltl"'" / 'iI..:, ;/ .;:t, i:~~: ~ ~""'"..",._'" ".,..,.- :ltlr'Ii::'I'.!o\~~1r.~", """ ,.."",-...~", -~""".,,~, ,,~'". '"" I ,~..~'" "'.", ""....",., :~~,:"M'ltlt":'m., ..""",... ,-"" """, ""'.,..... ."".,.,. ,""".,." ':."":')':""'.'..,:...:..y-,::' !:::;;:' '" r.g:.J&,\\1:':" ,.,,"w. ,~"' """""".... >ow,"""" """'0," MULTI CARRIeR UTILITY peDeSTAL DeTAIL """'~ RAMAKER , ""'""'.K. ,.....~""". .......","', _0"""""1.31'" ~'~~\;';;" ..."",...,,_... ."....,~. -p; U.s. C,llular. - """"",." .......".. -...".,... "" ",..,.,.. .M"""~"... m!=I,i'\1I::~"'"'" ""-.."",, ".....",... ""'".""". "".."".-'" """'"'""'... .'~."U'" """"" ., . ..,,- ELECTRICAL SITE DETAILS E -~ Exhibit D As Built Drawings 8 To be submitted after construction completion. 8 8 ~ . - -i Exhibit E City's Equipment PROPOSEO L~H"'NG '00. e,c. TO COMPLY WITH ALL FU ""CUWIDHS. ",mFY HEIGHT .ITH ""OJECT "'H'DE' FUTURt C"'IE' . ~o"o- ACL EXIS""" """E' 062" 5OBO CAIN _'AHTENHA, 2L5' TALL TO BE 'ELOCATEO ON 'ROPO"'D "OHOPOLE . .r.o' ACt :1 FUT~'E C-'E' . 120'.0- AGL---IJ:: EX~TI"" FI,.:eOU OB26. "BO O"H DUU'NTEHNA,2L5'ULL TO OE RELOCATED ON PROPOSED "OHOPo<E . .0'-0- ACt FUtuRE CAR"ER 0 110'.0' 'GL---iJ:: ~!k~..m ~S ~~~ A~"A (j ~ \> ;; PUÐUC WOO" UNXNOWH ANTENN' TO BE RELoCATED ON P'OI'OSED "OI'OPOL[. 80"0' ACt PROPOSEO ISD"O' "OHOPOLE FUTURE M"SD Y AC'ANTENNA ,IPPROX,30'.GO' ACL ON PROPOSED "ONOPOLE . ~ ~ - Ie ~ . '" ""OPOSEO ,ceBRCGE """" CII'" ""OPOSEO CHAINUNK "NeE PROPOSED U"LIT' RACK NORTH ELEV A TION 8 " 8 0 . b b " 9 0 . . b i b ~ " " ~ 0 i ~ 9 . '2 ~ ~ ~ ~ % . . ~ ; . ,: " ~ " 2 ~ D % U " ~ ~ % ~ . ~ ~ ~ .- ~ '" ~ .' ~ ~ . .: y ~ i 3 '" ~ L D " 8 8 8 8 GUARANTEE UNITED STATES CELLULAR CORPORATION, a Delaware corporation, for valuable consideration, including the mutual covenants and benefits stated in this Agreement, to itself and its subsidiary, United States Cellular Operating Company, LLC, such consideration and receipt of which is hereby acknowledged, does hereby guarantee the performance of United States Cellular Operating Company, LLC in the event that the latter fails to do so. Those obligations shall extend to any obligations provided for in this Agreement. UNITED STATES CELLULAR CORPORATION, a Delaware corporation, acknowledges receipt of this Agreement and certifies that, by signing below, said officers have the authority to act on .behalf of UNITED 8T ATES CELLULAR CORPORATION, a Delaware corporation. DATED UNITED STATES CELLULAR CORPORATION, a Delaware corporation, By: Authorizing Officer ATTEST: By: Authorizing Officer MEMORANDUM OF LICENSE Document Number Doenment Title 8 THIS DOCUMENT IS A LICENSE OF LESS THAN 99 YEARS AND, NOT A CONVEYANCE SUBJECT TO RETURN AND FEE PER SEC. 77.21 (1), STATS. KNOW ALL MEN BY THESE PRESENTS that the undersigned, City of Muskego, with an address ofW182S8200 Racine Ave., Muskego, WI 53150 as LANDLORD, and United States Cellular Operating Company LLC, a Delaware limited liability, d.b.a. U.s. Cellular, with an address of5117 West Terrace Drive, Madison, Wisconsin 53718, as TENANT, have entered into a Five-(5) year Ground License of the Property described on Exhibit A, TOGETHER WITH a non-exclùsive easement for ingress and utilities also described on Exhibit A attached hereto and incorporated herein by reference. Recording Area Name and Return Address Said License commences on the day of , 20- and may be renewed for Four(4) additional Five (5) year terms thereafter by Tenant providing written notice to Landlord of Tenant's non-renewal at least sixty (60) days prior to the expiration of the current term. U,s. Cellular Attn: Real Estate 5117 WesITemee Drive P,O. Box 7835 Madison. WI 53707-7835 . ... d d fì .fi' I' Parcel Identification Number (PIN) This Memorandum ofL/cense IS mten e or not! catIOn purposes on y. 8 The License is not recorded and contains additional provisions not included in this Memorandum. In the event of conflict between this Memorandum and the unrecorded License, the unrecorded License shall control. IN WITNESS WHEREOF, the parties have caused this instrument to be executed, Dated this _day of ,20_, LANDLORD: City of Muske go BY Printed Name: IT'S: ,.,',~.;,,~:<': , , ~....., ' , ' ,. "',~~r.e,,,':::I:VI :-~i'i:i:i: ",- ::' ':"':11 I: ,',', "',',', II!I """"':-,',', "'. :::::::: :::::::: BY Printed Name IT'S: TENANT: United States Cellular Operating Company, LLC a Delaware limited liability company, d,b.a. U.S. Cellular BY: Printed Name: IT'S: 8 8 . . STATE OF ) ) ss: ) COUNTY OF BEFORE ME, a Notary Public in and for said County and State, personally came before me this - day of , ---' the above named who executed the foregoing instrument by their authority and for the purposes set forth therein. COUNTY OF ) ss: ) Notary Public, State of My Commission Expires: BEFORE ME, a Notary Public in and for said County and State, personaJly came before me this , ---' the above named who executed the foregoing instrument by their authority and for the purposes set forth therein. STATE OF ) ) ss: ) COUNTY OF Notary Public, State of My Commission Expires: day of BEFORE ME, a Notary Public in and for said County and State, personaJly came before me this - day of , ---' the above named who executed the foregoing instrument by their authority and for the purposes set forth therein. DRAFTED BY: Notary Public, State of My Commission Expires: K. Bartels Exhibit A Legal Description of City's Property 8 LEASE PARCEL A part of the South Half (S1/2) of the Northwest Quarter (NW1/4) of Section Sixteen (16), Township Five (5), Range Twenty (20), City of Muskego, Waukesha County, Wisconsin containing 2,500 square feet (0.057 acres) of land and being described by: Commencing at the North Quarter Corner of said Section 16; thence SOoo-49'-52"E 1323.19 feet along the East line of the NW1/4 of said Section 16 to the North line of the S1/2 of the NW1/4 of said Section 16; thence S88O -53'-0T'W 936.10 feet along said North line; thence S01O-06'-51"E 351.73 feet to the point of beginning; thence S58O-52'-45"W 50.00 feet; thence S31O-0T-15"E 50.00 feet; thence N58O-52'-45"E 50.00 feet; thence N31 0 -OT-15"W 50.00 feet to the point of beginning; being subject to any and all easements and restrictions of record. 20 FOOT WIDE ACCESS/UTILITY EASEMENT A 20 foot wide Access/Utility Easement being a part of the South Half (S1/2) of the Northwest Quarter (NW1/4) of Section Sixteen (16), Township Five (5), Range Twenty (20), City of Muskego, Waukesha County, Wisconsin containing 7,626 square feet (0.175 acres) of land and being 10 feet each side of and parallel to a line described by: Commencing at the North Quarter Corner of said Section 16; thence SOoo-49'-52"E 1323.19 feet along the East line of the NW1/4 of said Section 16 to the North line of the S1/2 of the NW1/4 of said Section 16; thence S88O -53'-07"W 936.10 feet along said North line; thence S01 0-06'-51"E 351.73 feet; thence S58O-52'-45'W 50.00 feet; thence S31 0-01'- 15"E 40.00 feet to the point of beginning; thence S58O -52'-45"W 1 0.00 feet; thence N31 0- OT-15"W 49.16 feet; thence S58O -5T-32"W 133.00 feet; thence S300 -59'-41"E 1 00.54 feet; thence S57"-42'-03"W 88.62 feet to the Easterly Right-of-Way line of Racine Avenue (aka C.T.H. "Y") and the point of termination. The side lot lines of said easement are to be shortened or lengthened to terminate at the Easterly line of said Racine Avenue. - 1 0 FOOT WIDE UTILITY EASEMENT TO WEPCO & AMERITECH A 10 foot wide Utility Easement being a part of the South Half (S1/2) of the Northwest Quarter (NW1/4) of Section Sixteen (16), Township Five (5), Range Twenty (20), City of Muskego, Waukesha County, Wisconsin containing 3,768 square feet (0.086, acres) ofland and being 5 feet each side of and parallel to a line described by: Commencing at the North Quarter Corner of said Section 16; thence SOoo-49'-52"E 1323.19 feet along the East line of the NW1/4 of said Section 16 to the North line of the S1/2 of the NW1/4 of said Section 16; thence S88O-53'-07"W 936.10 feet along said North line; thence S01O-06'-51"E 351.73 feet; thence S58O-52'-45"W 25.00 feet to the point of beginning; thence N31O-03'-39"W 47.26 feet; thence S88O-55'-56"W 329.51 feet tot he Easterly line of Racine Avenue (aka C.T.H. "Y") and the point of termination. The side lot lines of said easement are to be shortened or lengthened to terminate at the Easterly line of said Racine Avenue and the Northwesterly line of afore described LEASE PARCEL. U.S. Cellular - Muskego PD #784482 May 28, 2002 - Page 16