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R-1768 - 12/11/2018 - TELECOMMUNICATIONS - Resolutions Exhibits MASTER POLE ATTACHMENT AGREEMENT This Master Pole Attachment Agreement (Agreement) made this 6 I day ofgo—Y (kroL 201.J, between the Village of Oak Brook, Illinois, an Illinois municipal corporation, with its principal offices located at 1200 Oak Brook Road, Oak Brook, IL 60523, hereinafter designated LICENSOR and NEW CINGULAR WIRELESS PCS, LLC a Delaware limited liability company d/b/a AT&T MOBILITY, with its principal offices at 575 Morosgo Drive NE, Atlanta, GA 30324, hereinafter designated LICENSEE. LICENSOR and LICENSEE are at times collectively referred to hereinafter as the "Parties" or individually as the "Party." WITNESSETH WHEREAS, LICENSOR is the owner of certain utility poles, which are located within the geographic area of a license to provide wireless services issued by the Federal Communications Commission (FCC) to LICENSEE; and WHEREAS, LICENSEE desires to install, maintain and operate small wireless facilities in and/or upon certain of LICENSOR's utility poles; and WHEREAS, LICENSOR and LICENSEE acknowledge that any term used in this Agreement that is defined in Section 10 of the Small Wireless Facilities Deployment Act, 50 ILCS 835/10 shall have the meaning provided therein; and WHEREAS, LICENSOR and LICENSEE acknowledge that the terms of this Agreement are nondiscriminatory, competitively neutral and commercially reasonable. WHEREAS, LICENSOR and LICENSEE desire to enter into this Agreement to define the general terms and conditions which would govern their relationship with respect to particular sites at which LICENSOR may wish to permit LICENSEE to install, maintain and operate small wireless facilities as hereinafter set forth; and WHEREAS, LICENSOR and LICENSEE acknowledge that they will enter into a License Supplement (Supplement), a copy of which is attached hereto as Exhibit A, with respect to any particular location or site which the Parties agree to license; and WHEREAS, the Parties acknowledge that different related entities (each a "Licensee affiliated entity") may operate or conduct the business of LICENSEE in different geographic areas and as a result, each Supplement may be signed by LICENSEE affiliated entities as further described herein, as appropriate based upon the entity holding the FCC license in the subject geographic location. NOW THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Parties hereto agree as follows: 1) PREMISES. Pursuant to all of the terms and conditions of this Agreement and the applicable Supplement, LICENSOR agrees to license to LICENSEE that certain space on or upon LICENSOR's utility poles as more fully described in each Supplement to be executed by the Parties hereinafter referred to as the "Premises", for the installation, operation, maintenance, repair and modification of small wireless facilities; together with the non- exclusive right of ingress and egress from a public right-of-way, seven (7) days a week, twenty four(24) hours a day, over the Property (as defined below) and to and from the Premises for the purpose of installation, operation, maintenance, repair and modification of LICENSEE's small wireless facilities. The LICENSOR's utility poles are hereinafter referred to as a "Pole" and the entirety of the LICENSOR's property is hereinafter referred to as 1 "Property". In the event there are not sufficient electric and telephone, cable or fiber utility sources located at the Premises or on the Property, LICENSOR agrees to grant LICENSEE the right to install such utilities on, over and/or under the Property and to the Premises as necessary for LICENSEE to operate its communications facility, but only from duly authorized provider of such utilities, provided the location of such utilities shall be designated by LICENSOR. Notwithstanding the foregoing sentence, nothing herein shall excuse or waive the requirement for LICENSEE to obtain and comply with all permits, approvals, or licenses required by law for the installation of utility facilities in the right-of-way. 2) PERMIT APPLICATION. Intentionally omitted 3) REQUIREMENTS. a) LICENSEE's operation of the small wireless facilities shall not interfere with the frequencies used by a public safety agency for public safety communications. LICENSEE shall install small wireless facilities of the type and frequency that will not cause unacceptable interference with a public safety agency's communications equipment. Unacceptable interference will be determined by and measured in accordance with industry standards and the FCC's regulations addressing unacceptable interference to public safety spectrum or any other spectrum licensed by a public safety agency. If a small wireless facility causes such interference, and LICENSEE has been given written notice of the interference by the LICENSOR or the public safety agency, LICENSEE, at its own expense, shall promptly take all reasonable steps necessary to correct and eliminate the interference, including, but not limited to, powering down the small wireless facility and later powering up the small wireless facility for intermittent testing, if necessary. The LICENSOR may terminate a Supplement for a small wireless facility based on such interference if LICENSEE is not making a good faith effort to remedy the problem in a manner consistent with the abatement and resolution procedures for interference with public safety spectrum established by the FCC including 47 CFR 22.970 through 47 CFR 22.973 and 47 CFR 90.672 through 47 CFR 90.675. b) LICENSEE shall install pole mounted equipment at a minimum of 8 feet from the ground. c) LICENSEE shall be limited to one (1) cabinet or other ground mounted device for ground mounted installations. d) LICENSEE shall paint antennas, mounting hardware, and other devices to match or complement the structure upon which they are being mounted. LICENSOR must approve the manner by which the antennas, mounting hardware, and other devices are painted. e) LICENSEE shall install, maintain and replace landscaping at the base of poles with respect to any ground equipment installed by LICENSEE on which devices are being installed. f) LICENSEE shall comply with all the terms and conditions of LICENSOR's Village Code Title 8, Chapter 6 (Construction of Public Utilities in the Rights-of-Way, as now or hereafter amended, with regards to construction of utility facilities. LICENSEE shall comply with Village Code Title 8, Chapter 6 (Construction of Public Utilities in the Rights- of-Way, as now or hereafter amended, with regard to public safety. Where there is a conflict between this Agreement and the referenced code, the more restrictive rule shall apply. 2 g) LICENSEE shall comply with requirements that are imposed by a contract between the LICENSOR and a private property owner that concern design or construction standards applicable to utility poles and ground-mounted equipment located in the right-of-way. h) LICENSEE shall not collocate small wireless facilities within the communication worker safety zone of the pole or the electric supply zone of the pole on LICENSOR utility poles that are part of an electric distribution or transmission system. However, the antenna and support equipment of the small wireless facility may be located in the communications space on the LICENSOR utility pole and on the top of the pole, if not otherwise unavailable, if LICENSEE complies with Village Code Title 8, Chapter 6 (Construction of Public Utilities in the Rights-of-Way for work involving the top of the pole. For purposes of this subparagraph, the terms "communications space", "communication worker safety zone", and "electric supply zone" have the meanings given to those terms in the National Electric Safety Code as published by the Institute of Electrical and Electronics Engineers. i) LICENSEE shall install, maintain, repair and modify its small wireless facilities in safe condition and good repair and in compliance with the requirements and conditions of this Agreement. LICENSEE shall ensure that its employees, agents or contractors that perform work in connection with its small wireless facilities are adequately trained and skilled in accordance with all applicable industry and governmental standards and regulations. 4) DURATION OF PERMITS AND SUPPLEMENTS. The duration of a Supplement shall be for a period of(not less than 5 years), and the Supplement shall be renewed for equivalent durations unless LICENSOR makes a finding that the small wireless facilities or the new or modified utility pole do not comply with the applicable codes or local code provisions or regulations in Village Code Title 8, Chapter 6 (Construction of Public Utilities in the Rights- of-Way, as now or hereafter amended, or if P.A. 100-0585 is not renewed. If P.A. 100-0585 is repealed as provided in Section 90 of the Act, each Supplement shall not be renewed without the express consent of the LICENSOR, which consent may be granted or denied in its sole discretion. 5) EXTENSIONS. Subject to the limitations of Section 4 above, each Supplement may be extended for additional five (5) year terms unless LICENSEE terminates it at the end of the then current term by giving LICENSOR written notice of the intent to terminate at least three (3) months prior to the end of the then current term. The initial term and all extensions under a Supplement shall be collectively referred to herein as the "Term". Notwithstanding anything herein, after the expiration of this Agreement, its terms and conditions shall survive and govern with respect to any remaining Supplements in effect until their expiration or termination. 6) RENTAL. Each Supplement shall be effective as of the date of execution by both Parties (the "Effective Date"), provided, however, the initial term of each Supplement shall be for five (5) years and shall commence on the first day of the month following the day that LICENSEE commences installation of the equipment on the Premises (which is not more than sixty (60) days after the Effective Date (the "Commencement Date") at which time rental payments shall commence and be due at a total annual rental as set forth in the Supplement, to be paid in advance annually on the Commencement Date and on each anniversary of it in advance, to the LICENSOR in the Supplement (unless LESSOR otherwise designates another payee and provides notice to LICENSEE). LICENSOR and LICENSEE acknowledge and agree that the initial rental payment for each Supplement shall 3 not actually be sent by LICENSEE until thirty (30) days after the Commencement Date. LICENSOR and LICENSEE agree that they shall acknowledge in writing the Commencement Date of each Supplement. Rental for the use of any utility poles pursuant to this Agreement shall be an annual fee of$200.00 per each wireless facility which LICENSEE attaches to LICENSOR's public utility poles and street lights. In the event this Agreement is used for attaching any small wireless facility to Licensor's wireless support structure or other real property, the rental shall be that which is described in the Supplement and does not need to be limited to $200 per year. Thereafter, rent will be due at each annual anniversary of the "Commencement Date" of the applicable Supplement. Upon agreement of the Parties, LICENSEE may pay rent by electronic funds transfer and in such event, LICENSOR agrees to provide to LICENSEE bank routing information for such purpose upon request of LICENSEE. 7) ABANDONMENT. LICENSEE must notify LICENSOR within ten (10) business days after it elects not to operate any small wireless facility covered by this Agreement. A small wireless facility that is not operated for a continuous period of 12 months shall be considered abandoned and the LICENSEE must remove the small wireless facility within 90 days after receipt of written notice from LICENSOR notifying LICENSEE of the abandonment. The notice shall be sent by certified or registered mail, return receipt requested, by LICENSOR to the LICENSEE at the last known address of LICENSEE. If the small wireless facility is not removed within 90 days of such notice, LICENSOR may remove or cause the removal of such facility and charge said costs to the LICENSEE. LICENSEE shall provide written notice to LICENSOR of any sale or transfer of small wireless facilities not less than 30 days prior to such transfer and said notice shall include the name and contact information of the new wireless provider. 8) CONDITION OF PREMISES. Where the Premises includes one or more Poles, LICENSOR covenants that it will keep the Poles in good repair. If the LICENSOR fails to make such repairs including maintenance within 180 days of any notification to LICENSOR, the LICENSEE shall have the right to cease annual rental for the affected Supplement, but only if the poles are no longer capable of being used for the purpose originally contemplated in this Agreement. If LICENSEE terminates a Supplement, LICENSEE shall remove its small wireless facility within 90 days after LICENSEE terminates the Supplement. 9) MAKE READY TERMS. LICENSOR shall comply with Section 15(1)(4) of the Small Wireless Facility Deployment Act as it relates to make-ready work on its utility poles. 10)GENERAL RESTRICTIONS. a) In the event LICENSOR, in its reasonable discretion deems it necessary to remove, relocate or replace a Pole, LICENSOR shall notify LICENSEE at least one hundred eighty (180) days prior of the need to remove or relocate its small wireless facility. In such event, LICENSOR shall provide options for alternative locations for LICENSEE relocation of equipment which shall be in a mutually agreeable location ("Alternative Premises"). LICENSEE shall be solely responsible for all costs related to the relocation of its small wireless facility to the Alternative Premises. In the event that a suitable Alternative Premises cannot be identified, LICENSEE may terminate the applicable Supplement. In the event of an emergency, which for purposes of this Agreement shall be considered any imminent threat to health, safety and welfare of the public, LICENSOR must provide as much notice as reasonably practical under the 4 circumstances. LICENSEE may terminate this Agreement by giving written notice to the other party specifying the date of termination, such notice to be given not less than one hundred eighty (180) days prior to the date specified therein. b) From time to time, LICENSOR paints, reconditions, or otherwise improves or repairs the Poles in a substantial way ("Reconditioning Work"). LICENSEE shall reasonably cooperate with LICENSOR to permit LICENSOR to perform the Reconditioning Work activities in a manner that minimizes interference with LICENSEE's approved use of the Premises. 11) ELECTRICAL. LICENSEE shall be permitted to connect its equipment to necessary electrical and telephone service, at LICENSEE's expense. LICENSEE shall attempt to coordinate with utility companies to provide separate service to LICENSEE's equipment for LICENSEE use. In the event that LICENSEE can obtain separate electrical service with a separate meter measuring usage, the LICENSEE shall pay the utility directly for its power consumption, if billed directly by the utility. In the event that separate electrical service is not possible or practical under the circumstances (as mutually determined by the parties), LICENSEE may use existing service, at LICENSEE's expense, upon the reasonable approval of LICENSOR. In the event that LICENSEE uses existing utility service at an individual Premises, the Parties agree to either: (i) attempt to have a sub-meter installed, at LICENSEE's expense, which shall monitor LICENSEE's utility usage (with a reading and subsequent bill for usage delivered to LICENSEE by either the applicable utility company or LICENSOR); or (ii) provide for an additional fee in the applicable Supplement which shall cover LICENSEE's utility usage. The Parties agree to reflect power usage and measurement issues in each applicable Supplement. 12)TEMPORARY POWER. LICENSEE shall be permitted at any time during the Term of each Supplement, to install, maintain and/or provide access to and use of, as necessary (during any power interruption at the Premises), a temporary power source, and all related equipment and appurtenances within the Premises, or elsewhere on the Property in such locations as reasonably approved by LICENSOR. LICENSEE shall be permitted to connect the temporary power source to its equipment on the Premises in areas and manner approved by LICENSOR. 13)USE; GOVERNMENTAL APPROVALS. a) LICENSEE shall use the Premises for the purpose of constructing, maintaining, repairing and operating small wireless facilities. LICENSEE shall have the right to replace, repair and modify equipment, antennas and/or conduits or any portion thereof and the frequencies over which the equipment operates, in conformance with the original Supplement, provided such replacement, repair or modification does not substantially change the size of the equipment or destroy the camouflage or stealth design of the existing small wireless facility. It is understood and agreed that LICENSEE's ability to use the Premises is contingent upon its obtaining after the execution date of each Supplement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or Local authorities as well as a satisfactory building structural analysis which will permit LICENSEE use of the Premises as set forth above. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to LICENSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; and (iii) LICENSEE determines that such Governmental Approvals may not be obtained in a timely manner, 5 LICENSEE shall have the right to terminate the applicable Supplement and remove the LICENSEE's equipment within 90 days. Notice of LICENSEE's exercise of its right to terminate shall be given to LICENSOR in accordance with the notice provisions set forth in Paragraph 18 and shall be effective upon the mailing of such notice by LICENSEE, or upon such later date as designated by LICENSEE. All rentals paid to said termination date shall be retained by LICENSOR. Upon such termination, the applicable Supplement shall be of no further force or effect except to the extent of the representations, warranties and indemnities made by each Party to the other thereunder. Otherwise, the LICENSEE shall have no further obligations for the payment of rent to LICENSOR for the terminated Supplement. Notwithstanding anything to the contrary in this Paragraph, LICENSEE shall continue to be liable for all rental payments to the LICENSOR until all equipment is removed from the Property. b) LICENSEE will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are in any way related to LICENSEE's activity in, on, or in any way related to the Poles or Property, unless such conditions or concerns are caused by the specific activities of LICENSOR in the Premises. Without limiting the generality of Section 15, LICENSEE shall hold LICENSOR harmless and indemnify LICENSOR from and assume all duties, responsibility and liability at LICENSEE's sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: a) failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, to the extent that such non-compliance results from conditions caused by LICENSEE; and b) any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Property or activities conducted thereon, to the extent that such environmental conditions are caused by LICENSEE. 14) INSURANCE. LICENSEE shall carry, at LICENSEE's own cost and expense, insurance which complies with the requirements set forth in Village Code Title 8, Chapter 6 (Construction of Public Utilities in the Rights-of-Way. LICENSEE may self-insure all or a portion of the insurance coverage and limit requirements required by LICENSOR. If LICENSEE self-insures it is not required, to the extent of the self- insurance, to comply with the requirement for the naming of additional insureds under this Section. If LICENSEE elects to self-insure it shall provide to LICENSOR evidence sufficient to demonstrate LICENSEE'S financial ability to self-insure the insurance coverage and limits required by LICENSOR. 15) INDEMNIFICATION. LICENSEE shall indemnify and hold LICENSOR harmless against any and all liability or loss from personal injury or property damage resulting from or arising out of, in whole or in part, the use or occupancy of LICENSOR's improvements or right-of-way associated with such improvements by LICENSEE or its employees, agents, or contractors arising out of the rights and privileges granted under this Agreement and PA 100-0585. 6 LICENSEE has no obligation to indemnify or hold harmless against any liabilities and losses as may be due to or caused by the sole negligence of LICENSOR or its employees or agents. LICENSEE hereby further waives any claims that LICENSEE may have against the LICENSOR with respect to consequential, incidental, or special damages, however caused, based on the theory of liability. 16) REMOVAL AT END OF TERM. LICENSEE shall, upon expiration of the Term, or within ninety (90) days after any earlier termination of a Supplement, remove its equipment, conduits, fixtures and all personal property and restore the Premises to its original condition, reasonable wear and tear and casualty damage not caused by LICENSEE excepted. LICENSOR agrees and acknowledges that all of the equipment, conduits, fixtures and personal property of LICENSEE shall remain the personal property of LICENSEE and LICENSEE shall have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable laws. If such time for removal causes LICENSEE to remain on the Premises after termination of the Supplement, LICENSEE shall pay rent at the then 125% of the existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term, until such time as the removal of the antenna structure, fixtures and all personal property are completed. 17)RIGHTS UPON SALE. Should LICENSOR, at any time during the Term of any Supplement decide to sell or transfer all or any part of the Property such sale or grant of an easement or interest therein shall be under and subject to the Supplement and any such purchaser or transferee shall recognize LICENSEE's rights hereunder and under the terms of the Supplement. 18)NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): LICENSOR: VILLAGE OF OAK BROOK Attn: Village Manager 1200 Oak Brook Road Oak Brook, IL 60523 LICENSEE: New Cingular Wireless PCS, LLC Attn: Network Real Estate Administration 575 Morosgo Drive NE Atlanta, GA 30324 Re: Wireless Installation on Public Structures Oak Brook IL Fixed Asset#14354646, 14354654 7 in each of the above cases (excluding bills), with a copy sent to: New Cingular Wireless PCS, LLC Attn: Legal Department, Network Operations Re: Wireless Installation on Public Structures Oak Brook IL Fixed Asset#14354646, 14354654 208 S. Akard Street Dallas, TX 75202-4206 Either Party may change the addressee and/or location for the giving of notice to it by providing a thirty (30) days' prior written notice to the other Party. Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 19)CASUALTY. In the event of damage by fire or other casualty to the Pole or Premises that cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Pole or Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LICENSEE's operations at the Premises for more than forty-five (45) days, then LICENSEE may, at any time following such fire or other casualty, provided LICENSOR has not completed the restoration required to permit LICENSEE to resume its operation at the Premises, terminate the Supplement upon fifteen (15) days prior written notice to LICENSOR and remove LICENSEE's equipment within 90 days. Any such notice of termination shall cause the Supplement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of the Supplement and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under the Supplement. Notwithstanding the foregoing, the rent shall abate during the period of repair following such fire or other casualty in proportion to the degree to which LICENSEE's use of the Premises is impaired. 20)DEFAULT. In the event there is a breach by a Party with respect to any of the provisions of this Agreement or its obligations under it, the non-breaching Party shall give the breaching Party written notice of such breach. After receipt of such written notice, the breaching Party shall have 30 days in which to cure any breach, provided the breaching Party shall have such extended period as may be required beyond the 30 days if the breaching Party commences the cure within the 30-day period and thereafter continuously and diligently pursues to cure to completion. There shall be a rebuttable presumption that a party is not continuously and diligently pursuing a cure if it is not complete within 90 days. 21)REMEDIES. In the event of a default by either Party with respect to a material provision of this Agreement, without limiting, other than by the specific terms of this Agreement, the non- defaulting Party in the exercise of any right or remedy which the non-defaulting Party may have by reason of such default, the non-defaulting Party may terminate the applicable Supplement and/or pursue any equitable remedy now or hereafter available to the non- defaulting Party under the Laws or judicial decisions of the state of Illinois. Further, upon a default, the non-defaulting Party may at its option (but without obligation to do so), perform the defaulting Party's duty or obligation on the defaulting Party's behalf, including but not 8 limited to the obtaining of reasonably required insurance policies. The costs and expenses of such performance by the non-defaulting Party shall be due and payable by the defaulting Party upon invoice therefor. 22)APPLICABLE LAWS. During the Term, LICENSOR shall maintain the Property and the Poles in compliance with all applicable laws, rules, regulations, ordinances, directives, covenants, easements, zoning and land use regulations, and restrictions of record, permits, building codes, (collectively "Laws"). LICENSEE shall, in respect to the condition of the Premises and at LICENSEE's sole cost and expense, comply with (a) all Laws relating solely to LICENSEE's specific and unique nature of use of the Premises; and (b) all building codes requiring modifications to the Premises due to the improvements being made by LICENSEE in the Premises. It shall be LICENSOR's obligation to comply with all Laws relating to the Poles in general, without regard to specific use (including, without limitation, modifications required to enable LICENSEE to obtain all necessary building permits). 23) BOND. LICENSEE shall deposit with LICENSOR on one occasion prior to the commencement of the first Supplement a bond in a form reasonably acceptable to LICENSOR in the amount of$10,000 per small wireless facility per Supplement to guarantee the safe and efficient removal of any equipment from any Premises subject to this Agreement, which equipment remains more than 30 days after rental payment has ceased and Licensee has failed to remove the equipment. The funds may also be used to restore the premises to original condition, if LICENSEE fails to do so. 24)MISCELLANEOUS. This Agreement and the Supplements that may be executed from time to time hereunder contain all agreements, promises and understandings between the LICENSOR and the LICENSEE regarding this transaction, and no oral agreement, promises or understandings shall be binding upon either the LICENSOR or the LICENSEE in any dispute, controversy or proceeding. This Agreement may not be amended or varied except in a writing signed by all Parties. This Agreement shall extend to and bind the heirs, personal representatives, successors and assigns hereto. The failure of either party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights hereunder shall not waive such rights and such party shall have the right to enforce such rights at any time. The performance of this Agreement via each Supplement shall be governed interpreted, construed and regulated by the laws of the state of Illinois. 25) EXECUTION IN COUNTERPARTS. This Agreement and any Supplements may be executed in multiple counterparts, including by counterpart facsimiles or scanned email counterpart signature, each of which shall be deemed an original, and all such counterparts once assembled together shall constitute one integrated instrument. 26)AUTHORIZATION. LICENSEE certifies and warrants that it has the authority to enter into this Agreement. 9 IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals the day and year first above written. LICENSOR: Villag of ak Brook, in is, pn I11'nois Municipal Corporation f Name: Riccardo F. Ginex Title: Village Manager �J Date: LICENSE New Cing4ssoaware limited liability company BY: Name: BI "ne C. Thomas Title: Dire or—Construction & Engineering Date: 6 2 il 2of I 10 EXHIBIT "A" LICENSE SUPPLEMENT This License Supplement (Supplement), is made this day of between the Village of Oak Brook, Illinois, whose principal place of business is 1200 Oak Brook Road, Oak Brook, IL 60523 (LICENSOR), and New Cingular Wireless PCS, LLC, whose principal place of business is 575 Morosgo Drive NE, Atlanta, GA 30324 (LICENSEE). 1. Master License Agreement. This Supplement is a Supplement as referenced in that certain Master License Agreement between the Village of Oak Brook, Illinois and New Cingular Wireless PCS, LLC, dated , 20_, (the Agreement). All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification or inconsistency between the terms of the Agreement and this Supplement, the terms of this Supplement (note — Supplement should govern because there may be some site specific items that might have to be addressed at an individual location which might create a conflict with Agreement terms) shall govern, provided they are specifically identified in Section 5 of this Supplement at the time this Supplement is executed. Capitalized terms used in this Supplement shall have the same meaning described for them in the Agreement unless otherwise indicated herein. 2. Premises. The Property owned by Licensor is located at . The Premises licensed by the LICENSOR to the LICENSEE hereunder is described on Exhibit 1" attached hereto and made a part hereof. 3. Term. The Commencement Date and the Term of this Supplement shall be as set forth in Paragraph 4 of the Agreement. 4. Consideration. Rent under this Supplement shall be $200.00 per year, payable to LICENSOR at the address for notice described in the Agreement. Thereafter, rent will be due at each annual anniversary of the "Commencement Date" of this Supplement. LESSEE shall obtain electrical service and provide for a separate meter and billing from the applicable utility provider. 5. Site Specific Terms. (Include any site-specific terms) 11 IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seal the day and year first above written. LICENSOR LICENSOR: Village of Oak Brook, Illinois, an Illinois Municipal Corporation BY: Name: Riccardo Ginex Title: Village Manager Date: LICENSEE New Cingular Wireless PCS, LLC, a Delaware limited liability company BY: Name: Title: Date: 12 EXHIBIT 1 Premises (see attached site plans) 4836-6207-3196,V. 4 13