	City Council
	Agenda Request
Agenda Of:	10-20-09	Agenda Request No:		iii-c
Initiated By:	Sharlett Chowning Director of Information Technology	Responsible Department:		Information Technology
Presented By:	Sharlett Chowning Director of Information Technology	Department Head:		Sharlett Chowning Director of Information Technology
		Additional Department. Head (s):		Mike Hobbs Director of Public Works
Subject / Proceeding:	License Agreement Between the City of Sugar Land and Cherokee Sugar Land, L.P.
Exhibits:	License Agreement
Clearances			Approval
Legal:	Aaron Dobbs Assistant City Attorney		Executive Director:	N/A
Purchasing:	N/A		Asst. City Manager:	N/A
Budget:	N/A		City Manager:	Allen Bogard for AB
Budget
Expenditure Required: $			0
Amount Budgeted/Reallocation: $			0
Additional Appropriation: $			n/a
Recommended Action
Approve the License Agreement between the City of Sugar Land and Cherokee Sugar Land, L.P. for installation of a microwave high site in conjunction with the installation of the Three Tier Wireless Project.
Executive Summary
Public Works and Information Technology have been working for over a year on the process of installation of a Tier Three Wireless Communications Network. This network will involve wireless communications at all intersections with traffic lights. Information will be aggregated to radios and beamed to eight high sites in the City. One of these eight high sites has been identified as the Imperial Char House on the property owned by Cherokee Sugar Land, L.P. Cherokee has agreed to license to the City a site for the City to erect, construct, operate, maintain, repair and replace an Antenna Facility for the purpose of supporting the City’s wireless communications. The term for this license is ten years with a mutually agreeable extension for an additional ten consecutive years. There is no cost for this license and Cherokee will supply, at no cost to the City, electrical service necessary to operate the Antenna Facility. Staff recommends that Council approve the License Agreement with Cherokee Sugar Land, L.P.
Exhibits

LICENSE AGREEMENT

This Agreement is between the CITY OF SUGAR LAND, TEXAS (City) and the Cherokee Sugar Land, L.P. (Licensor).

Recitals:

The City has requested and the Licensor has agreed to allow City by license to use the Licensor’s real property located in the City of Sugar Land, Fort Bend County, Texas, to operate an antenna facility.

Agreement:

In consideration of the promises of and the benefits of the Antenna Facility accruing to each party, the City and the Licensor agree as follows:

A. DEFINITIONS.

In this Agreement:

Antenna Facility means two common carrier microwave antennas, three 4.9 GHz microwave antennas and associated cabling and communications equipment as more particularly described in this License and as shown in Exhibit B.

Authorized Personnel means employees, engineers, technicians or agents of the City (or persons or entities under direct supervision thereof) who either: (1) carry an identification badge identifying them as employees or agents of the City; or (2) are employees, engineers, agents or technicians acting on the City’s behalf.

City means the City of Sugar Land, a municipal corporation.

Effective Date (of this License) means the latest date of the dates this License is signed by the City and by the Licensor.

License means the rights granted to and obligations imposed upon the City under this Agreement.

Licensed Premises means the property described in Exhibit A, attached to and incorporated to this Agreement by reference.

Licensor means Cherokee Sugar Land, L.P.

Wireless Transmitting Device means a device used in the transmission of information from one place to another without cables.

B. USE OF LICENSED PREMISES.

1. The Licensed Premises is licensed to the City as a site for City to erect, construct, operate, maintain, repair, and replace an Antenna Facility for the purpose of supporting the City’s wireless communications system.

2. Antennas will be placed on the Licensed Premises, and the antennas will be connected to communications equipment. The communications equipment will be supplied with electricity provided by the Licensor and uninterrupted power supply provided by the City. The City will provide and power the Antenna Facility with a back up emergency generator that is capable of powering the Antenna Facility during power outages. Licensor will not be responsible for the Antenna Facility, the uninterrupted power supply to the Antenna Facility, and the back up emergency generator.

3. City and its Authorized Personnel may access the Licensed Premises for the purpose of maintenance, repair, replacement, and removal of the Antenna Facility at any time, subject to following:

(a) A City representative will accompany any contractor of the City while the contractor is on the Licensed Premises to work on the Antenna Facility;

(b) Authorized Personnel will complete any maintenance, repair, replacement, or removal of the Antenna Facility in a timely manner and with minimal interruption of any other operation occurring on the Licensed Premises; and

(c) The City will obtain prior approval from the Licensor before any maintenance, repair, replacement, or removal of the Antenna Facility which could significantly impact any other operation occurring on the Licensed Premises.

4. The Licensor will notify the City as far in advance as is reasonably possible of any repairs or maintenance to the Licensed Premises that will impact the operation of the Antenna Facility.

5. The Antenna Facility installed by the City on the Licensed Premises will remain the property of the City.

6. The Licensor’s grant to the City is a non-exclusive License. The Licensor may use the Licensed Premises or allow any other person to use the Licensed Premises, other than the City’s equipment compound, for any purpose that does not materially interfere with the City’s rights granted under this License. If any other Wireless Transmitting Devices are to be installed on the Licensed Premises after the installation of the City’s Antenna Facility, the Licensor must notify the City in writing prior to the installation of each device. The notice must include the operating parameters of the device in order for the City to mitigate any interference issues with the City’s Antenna Facility.

C. TERM. This Agreement begins on the Effective Date and ends on the 10^th anniversary of that date (the “Primary Term”). The parties may agree to extend this Agreement for an additional period of 10 consecutive years.

D. UTILITIES. The Licensor will, at no cost or expense to the City, supply the City with electricity service necessary to operate the Antenna Facility.

E. COMPLIANCE WITH LAWS. The City will, at its expense, conduct all operations on the Licensed Premises in compliance with all laws, ordinances, rules, regulations, orders or directives of any government authority, and will not commit or allow to be committed any public or private nuisance on the Licensed Premises.

F. TERMINATION WITHOUT DEFAULT. Either party may terminate this License at any time by giving 90 days written notice of the termination to the other party.

G. TERMINATION FOR DEFAULT.

1. Either party may terminate this Agreement as provided in this paragraph if the other party fails to comply with a provision of this Agreement. The party claiming a default by the other party will give written notice specifying the default and what must be done to correct the default. If the party receiving the notice fails to correct the default within 30 days of receiving the notice of default, the other party may terminate this Agreement by providing notice of termination to the other party.

2. If a claimed default cannot reasonably be cured within 30 days, the other party will not be deemed to be in default if the other party promptly attempts to cure the default upon receiving notice and thereafter cures the default within 60 days from receipt of the notice.

H. REMOVAL OF PROPERTY. The City will, within 90 days after the termination of this License:

1. Dismantle and remove all property and improvements placed by the City on the Licensed Premises.

2. Restore the Licensed Premises to substantially its original condition, reasonable wear and tear excepted.

3. Repair any damage to the Licensed Premises.

I. INSURANCE AND INDEMNITY. The City will provide insurance in the same amount and types of coverage that the City provides for other Licenses involving the operation of an Antenna Facility.

J. NOTICES. All notices pertaining to this License are considered as delivered when mailed to the following address registered, certified or regular mail. Either party may from time to time designate a different address by written notice to the other party.

To the City: City of Sugar Land

Attn: City Manager

2700 Town Center Boulevard North

Sugar Land, Texas 77479

To the Licensor: Cherokee Sugar Land, L.P.

Attn: Shay Shafie

198 Kempner Street

Sugar Land, Texas 77498

With a copy to: The Johnson Development Corp.

Attn: Elizabeth F. York

5005 Riverway, Suite 500

Houston, Texas 77056

L. MISCELLANEOUS.

1. This Agreement may be amended only in writing executed by both parties to this Agreement or their permitted transferees.

2. Sub-licensing or assignment of this License by the City is not permitted without the prior written approval of Licensor at Licensor’s sole discretion.

3. If any provision of this Agreement is held to be invalid, the invalidity does not affect any other provision of this Agreement.

4. This Agreement may be executed in any number of counterparts, each of which will be considered an original instrument, and all of which together will constitute one and the same instrument.

5. This Agreement contains the entire Agreement between the parties and supersedes all other negotiations and agreements, whether written or oral.

CITY OF SUGAR LAND

City Manager

Date:

CHEROKEE SUGAR LAND, L.P.