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CITY OF WEST CHICAGO
CITY COUNGIL
AGENDA ITEM SUMMARY
ITEM TITLE:
AGENDA ITEM NUMBER: 7: @-
Resolution No. 23-R-0087 — License Agreement with Unite
Private Networks - Illinois, LLC COMMITTEE AGENDA DATE: N/A
COUNCIL AGENDA DATE: November 20, 2023
STAFF REVIEW: Mehul T. Patel, P.E., Director of Public Works sionature MLA 3K
APPROVED BY CITY ADMINISTRATOR: Michael L. Guttman
SIGNATURE
ITEM SUMMARY:
Attached is a license agreement with Unite Private Networks - Illinois, LLC, a subsidiary of Cox Communications,
for use of City right-of-way along Main Street, Conde Street, Wilson Avenue, Spencer Street, Parker Avenue, and
Geneva Street. The licensee is not subject to the City’s license, franchise, or review fees because it maintains its
status as 1) a Telecommunications Retailer under the Telecommunications Municipal Infrastructure Maintenance
Fee Act (“TIMFA’) (35 ILCS 635/) and 2) timely pays the taxes imposed by the Simplified Municipal
Telecommunications Tax Act (“SMTT”) (35 ILCS 636/5) to the State of Illinois.
ACTIONS PROPOSED:
Approval of Resolution No. 23-R-0087.
COMMITTEE RECOMMENDATION:
This item did not go to Committee, as it follows the same parameters previously approved by the City Council for
license agreements.

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RESOLUTION NO. 23-R-0087
A RESOLUTION AUTHORIZING THE MAYOR TO
EXECUTE A CERTAIN LICENSE AGREEMENT WITH
UNITE PRIVATE NETWORKS - ILLINOIS, LLC FOR
THE USE OF CITY RIGHT-OF-WAY ALONG
MAIN STREET, CONDE STREET, WILSON AVENUE, SPENCER STREET,
PARKER AVENUE, AND GENEVA STREET
BE IT RESOLVED by the City Council of the City of West Chicago, in
regular session assembled, that the Mayor is hereby authorized to execute a certain
License Agreement between the City of West Chicago and Unite Private Networks —
Illinois, LLC, for use of City right-of-way along Main Street, Conde Street, Wilson
Avenue, Spencer Street, Parker Avenue, and Geneva Street, in substantially the form
attached hereto and incorporated herein as Exhibit “A”.
APPROVED this 20" day of November, 2023
AYES:
NAYES:
ABSTAIN:
ABSENT:
Ruben Pineda, Mayor
ATTEST:
Valeria Perez, Executive Office Manager

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(Reserved For Recorder's Use Only)
CITY OF WEST CHICAGO / UNITE PRIVATE NETWORKS, LLC
LICENSE AGREEMENT
This License Agreement (the “License Agreement”) is entered into this
day of 2023, by and between the City of West Chicago, an
Illinois municipal corporation, 475 Main Street, West Chicago, Illinois 60185
(“Licensor”) and Unite Private Networks - Illinois, LLC (UPN), a subsidiary of Cox
Communications, 120 W 12" Street, Floor 11, Kansas City, MO, 64105 (“Licensee”)
(collectively, the “Parties”).
RECITALS
A. Licensor owns property commonly known as “Main Street Right-of-
Way generally from the west right-of-way of IL-59 (Neltnor Blvd) then westward
along the north and south side of Main Street for approximately 1,320 feet to Wilson
Avenue,” “Conde Street Right-of-Way generally from the west right-of-way of IL-59
(Neltnor Blvd) then westward along the north and south side of Conde Street for
approximately 1,770 feet to Wilson Avenue,” “Wilson Avenue Right-of-Way
generally from the north right-of-way of Conde Street then northward along east and
west side of Wilson Avenue for approximately 630 feet to Spencer Street,” “Spencer
Street Right-of-Way generally from west right-of-way of Wilson Avenue then
westward along north and south side of Spencer avenue for approximately 150 feet to
Parker Avenue,” and “Parker Avenue Right-of-Way generally from north right-of-way
of Spencer Street then northward along east and west side of Parker Avenue for
approximately 560 feet to E Geneva Street.” Licensee is proposing to install
approximately 3,127 linear feet of underground fiber optic cable via directional bore
method, which is located across, through or under the real estate legally described in
Exhibit "A," attached hereto and incorporated herein by reference (the “Subject
Property”).
B. Licensee desires to use the Subject Property for the installation,
construction, location, operation, and maintenance of telecommunication facilities
under the City’s right of way (the “Licensed Premises”) so that Licensee can provide
telecommunication services, subject to the terms and conditions of this License
Agreement.
Resolution 23-R-0087
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C. Licensee has been certified by the Illinois Commerce Commission
pursuant to Section 13-404 of the Illinois Public Utilities Act (PUA) to provide and
resell, intrastate and interstate telecommunication services within the State of Illinois
and pursuant to Section 13-405 of the PUA authorized to provide facilities-based local
exchange telecommunications services within the State of Illinois, pursuant to Illinois
Commerce Commission Order entered on June 29, 2005.
D. Licensee operates as a Telecommunications Retailer under the
Telecommunications Municipal Infrastructure Maintenance Fee Act (“TIMFA”) (35
ILCS 635/10).
NOW, THEREFORE, for and in consideration of the covenants and
agreements set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby mutually acknowledged, the Parties agree as follows:
1. The foregoing Recitals are incorporated as if fully set forth herein.
2. Subject to the terms and conditions of this License Agreement,
Licensor hereby grants Licensee, a non-exclusive license for use of the Subject
Property and Licensed Premises for the purpose of installing, constructing, locating,
operating, and maintaining telecommunications facilities under the City right of way,
as more fully depicted in Exhibit “B” (hereinafter, the “Facilities”), attached hereto
and incorporated herein by reference. Licensor also grants Licensee a non-exclusive
license for ingress and egress to and from the Subject Property and Licensed Premises,
for the purpose of maintaining the Facilities. Licensee shall be solely responsible for
securing the necessary permits from any federal, state or local agencies and shall be
solely responsible for the costs of same. The Licensee will apply for any necessary
permits for construction in the right-of-way of the Licensor and the Licensor shall
cooperate in securing any necessary permits. Licensee shall secure the necessary
permit to perform the work contemplated hereunder from the City. Licensee agrees to
provide the City Administrator of the City of West Chicago (“City Administrator”)
seventy-two (72) hours notice prior to commencing any work under this License
Agreement. In the event that emergency repairs are necessary for Licensee facilities
in the Licensor right-of-way, Licensee shall immediately notify the Licensor, in
writing, of the need for such repairs. Licensee may immediately initiate such
emergency repairs, and shall apply for appropriate permits the next business day
following discovery of the emergency. Licensee shall not be required to pay any
additional fees to the Licensor under this Agreement, including for site specific
permits and/or review fees, so long as 1) Company maintains its status as a
Telecommunications Retailer under the Telecommunications Municipal Infrastructure
Maintenance Fee Act (“TIMFA”) (35 ILCS 635/) and 2) timely pays the taxes
imposed by the Simplified Municipal Telecommunications Tax Act (““SMTT”) (35
ILCS 636/5) to the State of Illinois. Nonetheless, Licensee must comply with all
other Ordinance provisions relating to such excavations or construction.
Resolution 23-R-0087
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3. Term. The term of this License Agreement (the “Term”) shall be ten
(10) years, commencing November 20, 2023 and terminating November 20, 2033.
4, Taxes. Licensee acknowledges that the Subject Property and Licensed
Premises is exempt from real estate taxes, and that to the extent the County Assessor
or State Department of Revenue, or any other authority with the power to do so, would
attempt to assess any license or property tax as a result of the use authorized by this
License Agreement, Licensee will assist Licensor in defending against any such action
and will pay any such tax as is finally determined.
6. No Lease. The parties agree that this License Agreement confers upon
the Licensee only a license and right to use the Subject Property and Licensed
Premises upon the terms set forth herein, and that nothing contained herein is intended
to confer upon the Licensee a leasehold interest in the Subject Property and Licensed
Premises or any portion thereof. In the event of default by the Licensee, the Licensor
shall not be obligated to bring a forcible entry and detainer action to terminate
Licensee’s rights hereunder, provided termination of Licensee’s rights hereunder is
available to Licensor as a remedy.
7. Default. In the event of the failure of any party to perform any or all of
its duties and obligations under the terms and conditions of this License Agreement,
including payment of the license fees and the costs hereunder, the other party shall
notify the defaulting party of such default in writing, and the defaulting party shall
have thirty (30) days from receipt of such notice to cure the default. In the event said
default is not cured within said cure period, or in the event of repeated defaults, the
non-defaulting party shall be entitled to all remedies available at law and/or equity to
enforce its rights under this License Agreement, and shall be entitled to recover its
costs in bringing such suit, including its reasonable attorney’s fees.
8. General Insurance Provisions.
A. Evidence of Insurance - Licensee shall procure, maintain and
keep in effect throughout the Term a policy or policies of
commercial general liability insurance with limits of not less
than $3,000,000 for each occurrence, and such other insurance
coverage in the types and amounts set forth on the Certificate of
Insurance attached hereto as Exhibit C and incorporated herein
(the “Insurance Coverage”). The limit can be satisfied by a
combination of primary and umbrella/excess liability insurance.
Prior to the commencement of the Term, Licensee agrees to
cause said Certificate of Insurance to be amended to reflect that
it is the insured, and that the Licensor and the Licensor’s
officers, members and employees are each primary, non-
contributory additional insureds on said policy, but for the acts
and omissions of Licensee and for whom Licensee is
responsible.
Resolution 23-R-0087
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Resolution 23-R-0087
Page 4 of 12
Prior to November 20, 2023 the Licensee shall furnish the
Licensor with the above described Certificate of Insurance, and
applicable policy endorsements, executed by a duly authorized
representative of each insurer, showing compliance with the
insurance requirements set forth above.
Failure of the Licensor to demand such certificate, endorsement
or other evidence of full compliance with these insurance
requirements or failure of the Licensor to identify a deficiency
from evidence that is provided shall not be construed as a
waiver of any insurance obligations herein.
The Licensor shall have the right, but not the obligation, of
prohibiting the Licensee from using or occupying the Subject
Property and Licensed Premises until such Certificates of
Insurance are received by the Licensor.
All Certificates of Insurance required herein shall also state that
no cancellation of the insurance shall become effective until the
expiration of thirty (30) days written notice thereof shall have
been given by the insurance company to the Licensor via first
class mail.
With respect to liabilities of Licensee arising from this
Agreement, all coverages required herein shall be primary
insurance as respect the Licensor. Any insurance or self-
insurance maintained by the Licensor, its officials, officers,
employees, volunteers and agents shall be in excess of
insurance maintained by the Licensee, and shall not contribute
with said coverages/insurance.
The Licensee agrees that all policies and/or coverages required
by its contractors shall contain a “contractual liability” clause.
Acceptability of Insurers - The Licensee shall require its
contractors to be insured by insurance companies which obtain
a rating from A.M. Best, that rating should be no less than A-
VII using the most recent edition of the A.M. Best’s Key Rating
Guide. All insurance required herein shall be placed with
insurers licensed to do business in the State of Illinois and
licensed by the Illinois Department of Insurance.
Cross-Liability Coverage - Certificates of Insurance not written
on the standard ACORD form shall be endorsed to provide
cross-liability coverage.

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9. Renewal of License_and abandonment of Facilities. The plan and
manner of execution or operation shall meet the approval of and be done to the
reasonable satisfaction of the City Administrator or his authorized representative. Any
and all of the aforesaid facilities shall be maintained by the Licensee at his sole
expense. The Licensee may renew this license by property application prior to its
expiration. If the Licensee elects not to renew the license or it is denied, then the City
Administrator shall serve a ninety (90) day written notice to the last known address of
the Licensee to remove or relocate the facilities. If the Licensee wishes to abandon
use of its cable, ducts, or other Facilities to provide Telecommunications Services or
Interstate Telecommunications Services under or pursuant to the License, or upon
cancellation, revocation or termination of the privilege herein granted, Licensee shall
notify Licensor and may, subject to Licensor’s approval, which shall not be
unreasonably withheld, permanently abandon the improvements in place.
10. Protection of Vegetation. It is further agreed that no trees, or shrubs,
shall be cut, trimmed or removed nor shall any building or utilities of the Licensor be
disturbed without the written permission of the City Administrator or his authorized
representative, whose permission shall not be unreasonable withheld, conditioned or
delayed.
11. | Construction/Restoration of Property. The Licensee agrees that the
installation of the conduit will be performed without any trenching or open trenching.
Said construction, installation and maintenance shall utilize directional bore
installation under any City streets, parkways and right-of-way areas where necessary.
All movement and storage of equipment and materials shall be confined to the area
designated by the City Administrator or his authorized representative. All surplus
excavated material shall be disposed of off the Licensor’s property. All trees, stumps,
and other debris resulting from construction operations shall be disposed of off the
Licensor’s property. Within thirty (30) days after construction operations have been
completed, all areas disturbed by construction operations shall be graded and restored
to their original contours and conditions. The backfill settlement repair period shall be
for one (1) year from date of placing of said backfill, during which time the affected
areas shall be maintained by the Contractor in a condition satisfactory to the Licensor.
12. Liability of the Licensor. It is further understood and agreed that the
Licensor shall not be liable for any damages or injury to any person or property arising
from, growing out of, or incident to the construction, operation, or maintenance of the
aforesaid facilities for which the license is issued, except if such damages or injury are
the result of Licensor’s own intentional misconduct or negligence.
13. Indemnification. To the fullest extent permitted by law, both parties
shall indemnify and hold harmless the other party and its officers, officials,
employees, volunteers and agents from and against all claims, damages, losses and
expenses, including but not limited to legal fees (reasonable attorney and paralegal
fees and court costs), arising from or in any way connected with (i) any act, omission,
wrongful act or negligence of either party or any of its officers, agents, employees,
volunteers, contractors, subcontractors, vendors, or of anyone acting on behalf of the
Resolution 23-R-0087
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other party ; and, (ii) any accident, injury, death, or damage whatsoever occurring,
growing out of incident to, or resulting directly or indirectly from either party’s use of
the Subject Property and Licensed Premises. Such obligation shall not be construed to
negate, abridge, or otherwise reduce any other right or obligation of indemnity which
would otherwise exist as to any party or person described in this paragraph. Either
party’s indemnity obligations hereunder shall not apply to any injuries, claims,
demands, judgments, damages, losses, or expenses arising out of or resulting from the
negligence, misconduct or breach of this section by the other party , its officials,
officers, employees, agents, or representatives. In no event shall either party be
entitled to damages for lost profits, lost opportunity or lost income arising from either
party’s performance under this License.
This License Agreement is entered into for the sole benefit of the parties
hereto, and nothing in this License Agreement shall be construed as either expressly or
indirectly extending, establishing, or acknowledging any rights or obligations in favor
of third persons who are not signatures or beneficiaries to this License Agreement.
14. Supervision. The Licensee assumes and exercises full responsibility
for the supervision of its employees, contractors, sub-contractors, suppliers, vendors,
and agents during the term of this License Agreement. This paragraph is inserted
solely for the benefit of the contracting parties, and is not intended to establish, impose
or acknowledge any duty to supervise as to third parties.
15. Notice. All notices required shall be in writing and shall be given in
the following manner:
A. By personal delivery of such notice; or
B. By mailing of such notice to the addresses recited herein by
certified mail, postage pre-paid, return receipt requested.
Except as otherwise provided herein, notice served by certified
mail, shall be effective on the date of mailing; or
C. By sending Email transmission. Notice shall be effective as of
date and time of Email transmission, provided that the notice
transmitted shall be sent on business days during business hours
(9:00 A.M. to 4:30 P.M. Chicago time). In the event Email
notice is transmitted during non-business hours, the effective
date and time of notice is the first hour of the first business day
after transmission; or
D. By depositing such notice with a nationally recognized
overnight courier. Notice shall be effective upon being
deposited with the overnight courier.
Any party shall have the right to designate any other address for notice
purposes by written notice to the other party or his attorney in the manner aforesaid.
Resolution 23-R-0087
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The addresses of the parties are as follows:
If to Licensee:
Unite Private Networks - Illinois, LLC
Attn: VP Real Estate
120 W 12" Street
Floor 11
Kansas City, MO 64105
Fax: N/A
Email: legaldept@upnfiber.com
With a required copy to:
Unite Private Networks — Illinois, LLC
Attn: General Counsel
120 W 12" Street, Floor 11
Kansas City, MO 64105
FAX: N/A
Email: legaldept@upnfiber.com
If to Licensor:
Michael Guttman,
City Administrator
City of West Chicago
475 Main Street
West Chicago, IL 60185
FAX: (630) 231-0523
mguttman@westchicago.org
With a required copy to:
Patrick K. Bond, Esq.
Bond Dickson, P.C.
400 Knoll St, Ste E
Wheaton, IL 60187
FAX: (630) 681-1020
patrickbond@bond-dickson.com
With Invoices to:
Unite Private Networks, LLC
Attn: Accounts Payable
120 W 12" Street, Floor 11
Kansas City, MO 64105
Fax: N/A
Email: invoices@upnfiber.com
16. Prohibited Uses _and Activities. The Licensee agrees to keep the
Subject Property and Licensed Premises in a clean, safe, and sanitary condition. The
Licensee further agrees that it shall abide by any and all applicable laws, ordinances,
statutes and regulations of the County, the State of Illinois and the United States of
America and enforcement and regulatory agencies thereof, which regulate or control
the Licensee’s use of the Site.
17. Subject Property and Licensed Premises Disclaimer. The Licensee
expressly acknowledges that the Licensor has made no representations or warranties,
express or implied, as to the adequacy, fitness or condition of the Subject Property and
Licensed Premises for the purposes set forth herein, or for any other purpose or use,
express or implied, by the Licensee. ALL IMPLIED WARRANTIES OF QUALITY,
FITNESS, MERCHANTABILITY AND HABITABILITY ARE HEREBY
EXCLUDED. The Licensee accepts use of the Subject Property and Licensed
Premises and any improvements thereon in “AS-IS” condition and “WITH ALL
Resolution 23-R-0087
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FAULTS”. The Licensee acknowledges that it has inspected the Subject Property and
Licensed Premises and has satisfied itself as to the adequacy, fitness and condition
thereof.
18. Right to Relocate. If during the term of the License Agreement, the
Licensor is required to perform any work on the roadway involved hereunder,
including but not limited to, improvements or reconstruction, or for any other reason,
and in the reasonable judgment of Licensor such work necessitates relocation of the
Licensee’s cable or equipment, the Licensee shall be solely responsible for relocating
the conduit, other cables or equipment thereon and shall be solely responsible for any
and all costs associated therewith, except as provided by law where a third party may
be responsible for the cost of such relocation, including, but not limited to situations of
eminent domain, airport improvement, urban renewal, and/or public transportation
projects. In the event Licensee is required to relocate its infrastructure Facilities due to
the construction of a public improvement, Licensor shall provide Licensee with notice
at least one hundred twenty (120) days prior to any required action of Licensee to
relocate its infrastructure Facilities and shall cooperate with the Licensee to identify a
replacement and alternative Public Right-of-way for the relocation of its infrastructure
Facilities. Said relocation shall be fully completed within one hundred eighty (180)
days from the date of receipt of the Notice accompanied by a preliminary engineering
design plan. In the event said relocation is required outside the Licensor’s right-of-
way or delayed due to the fault of a third party, Licensee shall make a written request
for an extension for the completion of said relocation. Provided Licensee uses all
commercially reasonable measures to relocate the telecommunications services, the
Licensor’s approval shall not be unreasonably withheld.
19. Right to Enter. The Licensor reserves the right to enter upon and repair
any or all damage to areas surrounding the licensed premises, and if such damage is
caused by Licensee, then the actual, reasonable and documented cost of such repair
will the responsibility of Licensee.
20. Miscellaneous.
A. The parties agree that no change or modification to this License
Agreement, or any exhibits or attachments hereto, shall be of any force or effect unless
such amendment is dated, reduced to writing, executed by both parties, and attached to
and made a part of this License Agreement.
B. The parties agree that the titles of the items of this License Agreement,
hereinabove set forth, are for convenience of identification only and shall not be
considered for any other purpose.
C. The parties agree that if any provision of this License Agreement is
held invalid for any reason whatsoever, the remaining provisions shall not be affected
thereby if such remainder would then continue to conform to the purposes, terms and
requirements of applicable law.
Resolution 23-R-0087
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D. This License Agreement shall be construed, governed, and enforced
according to the laws of the State of Illinois and any action to enforce this License
Agreement may be brought in the Circuit Court for the Eighteenth Judicial Circuit,
DuPage County, Illinois.
LICENSEE, Unite Private Networks - Illinois, LLC:
By:
Authorized Representative
Printed Name:
Title:
Attest:
By:
Printed Name:
Title:
LICENSOR, City of West Chicago:
By:
Ruben Pineda, Mayor
City of West Chicago
Attest
By:
Valeria Perez, Executive Office Manager
City of West Chicago
Resolution 23-R-0087
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Exhibit "A" to
CITY OF WEST CHICAGO / UNITE PRIVATE NETWORKS, LLC LICENSE
AGREEMENT
The installation of approximately 3,127 linear feet of (2) - 1.25" HDPE conduit with
96ct fiber optic cable @ a minimum depth of 48" by directional bore method and (8)
30"x48"x36" handholes within the City right-of-way. Installation will be
approximately 313 linear feet of pull-through 96ct fiber optic cable, through existing
customer conduit.
Construction begins in the City right-of-way at the existing Zayo handhole (HH),
along Main St near S Neltnor Blvd, by means of a directional bore for approximately
61' heading east. Install UPN HH in the City right-of-way near the southwest corner of
Neltnor Blvd and Main St, which then leaves the City right-of-way for approximately
799' heading south along S Neltnor Blvd. Install UPN HH, and proceed with bore
along S Neltnor Blvd for approximately 140' with 1 - 4" HDPE casing, 2 - 1.25"
HDPE across Union Pacific Railroad (UPRR) train tracks. Install UPN HH and
resume directional bore heading south for approximately 459' and install UPN HH
making re-entry in the City right-of-way near the northwest intersection with Conde
St. Proceeding heading west along Conde St on the south City right-of-way for
approximately 991' installing UPN HH near the southeast corner of the intersection of
Conde St and Sycamore St. Continuing in the City right-of-way, resume bore for
approximately 828' along Conde St, make bore pit on the southeast corner of the
intersection with Conde St and Wilson Ave. Crossing to the north side of Conde St
continues along the west side of Wilson Ave in the City right-of-way approximately
48' installing UPN HH on the west side of Wilson Ave. Proceed with bore heading
north along Wilson Ave then west along Spencer St for approximately 635’, install
UPN HH. Proceed with bore heading north across Spencer St and continuing along the
east side of Parker Ave in the City right-of-way for approximately 564', installing
UPN HH, which then leaves the City right-of-way. Proceed with pulling through fiber,
through private conduit for approximately 314' to H Frame at cell tower located at 325
Spencer St., West Chicago, IL 60185.
Resolution 23-R-0087
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Exhibit "B" to
CITY OF WEST CHICAGO / UNITE PRIVATE NETWORKS, LLC LICENSE
AGREEMENT
Engineering plan set titled “Unite Private Networks, PC-38281 Dish Site —
CHCHI00673B, 325 Spencer St., West Chicago, IL 60185” as prepared by TEP Fiber
of Richardson, Texas, Dated, October 11, 2023, Revised, November 11, 2023
consisting of 37 engineering plan sheets. (see attached).
Resolution 23-R-0087
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Exhibit "C" to
CITY OF WEST CHICAGO / UNITE PRIVATE NETWORKS, LLC LICENSE
AGREEMENT
e Unite Private Networks - Illinois, LLC, Certificate of Liability Insurance and
Endorsements (see attached).
Resolution 23-R-0087
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