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R-950 - 09/12/2006 - TELECOMMUNICATIONS - Resolutions ExhibitsIL7025A RT.83 &31st Market: Chicago COMMUNICATIONS SITE LEASE AGREEMENT (GROUND) This COMMUNICATIONS SITE LEASE AGREEMENT ( "Agreement ") is dated as of (il2� �2 , 2006, by Nextel West Corp , a Delaware corporation, ( "Nextel" or "Tenant ") and Village of Oak Brook, an Illin is municipal corporation ( "Owner" or "Landlord ") For One Dollar ($100) paid to Owner, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Premises. Owner owns a parcel of land ( "Land ") located in the Village of Oak Brook, County of DuPage, State of Illinois, commonly known as 1200 Oak Brook Road, Oak Brook, Illinois 60523 (APN 06 -26- 400 - 012 - 0000). The Land is more particularly described in Exhibit A annexed hereto. Subject to the provisions of Paragraph 2 below ( "Effective Date "), Owner hereby leases to Nextel and Nextel leases from Owner approximately nine hundred (900) square feet of the Land and all access and utility easements necessary or desirable therefor ( "Premises "), as may be described generally in Exhibit B annexed hereto 2. Effective Date. This Agreement shall be effective on the date of full execution hereof ( "Effective Date "). 3. Term. The term of Nextel's tenancy hereunder shall commence upon the start of construction of the Facilities (as defined in Paragraph 6 below) or twelve (12) months following the Effective Date, whichever first occurs ( "Term Commencement Date ") and shall terminate on the fifth (5th) anniversary of the Term Commencement Date ( "Term ") unless otherwise terminated as provided herein. Tenant shall have the right to extend the Term for three (3) successive five (5) year periods ( "Renewal Terms ") on the same terms and conditions as set forth herein. Unless otherwise terminated as provided herein, this Agreement shall automatically be extended for each successive Renewal Term unless Tenant notifies Landlord of its intention not to renew, not less than ninety (90) days prior to the termination of the current Term or Renewal Term. 4. Rent. Within fifteen (15) business days following the Term Commencement Date and on the first day of each month thereafter, Tenant shall pay to Landlord, as rent, Two Thousand and 00/100 Dollars ($2,000.00) per month ( "Rent ") Rent for any fractional month at the beginning or at the end of the Term or Renewal Term shall be prorated. Rent shall be payable to Landlord at 1200 Oak Brook Road, Oak Brook, Illinois 60523; Attention: Village Manager. All of Tenant's monetary obligations set forth in this Agreement are conditioned upon Tenant's receipt of an accurate and executed W -9 Form from Landlord. Rent shall be increased on each anniversary of the Term Commencement Date by an amount equal to three percent (3 %) of the Rent then in effect for the previous term As additional consideration, upon the Term Commencement Date, Tenant shall pay to Landlord an administrative fee equal to Seven Thousand and 00 /100 Dollars ($7,000.00), and an Equipment Replacement Fee of $10,000 00. 5. Use. From and after the Term Commencement Date, the Premises may be used by Tenant for voice, paging and data transmission via Tenant's wireless telephone communications system, and Tenant shall have the ongoing right to perform any engineering and boundary surveys, inspections, and other reasonably necessary investigations and signal, topographical, geotechnical, structural and environmental tests (collectively "Investigations and Tests ") as Tenant may deem necessary or desirable Landlord agrees to cooperate with Tenant, at no out of pocket expense to Landlord, in making application for and obtaining all licenses, permits and any and all other necessary approvals that may be required for Tenant's intended use of the Premises. 6. Facilities: Utilities: Access. (a) Tenant has the right and duty to construct, erect, maintain until termination of this Agreement, test, replace, remove, operate and upgrade on the Premises communications facilities, including a building with peaked roof, constructed of Robinson - Danbury color brick and Berridge — Weathered Metalic Dark Bronze roof material, and approximately ten feet (10') by thirty feet (30') in area, to house such facilities ( "Building "); a white tower or pole antenna ( "Tower ") and its foundation; utility lines; transmission lines, air conditioning equipment; electronic equipment, white transmitting and receiving antennas and equipment, a power generator and generator pad, and supporting equipment and structures therefor (collectively referred to as the "Facilities "), all in substantial conformance with plans for Sprint Site IL7025, Route 83 and 31St Street, dated 7/21/06, as prepared by Fullerton Engineering Consultants, Inc. (the "Plans "), which have heretofore been approved by the Landlord, as such Plans may be amended from time to time upon the express written approval of the Landlord. In connection therewith, Tenant shall perform all work necessary to prepare, maintain until termination of this Agreement, and alter the Premises for Landlord's and Tenant's business operations and to install transmission lines and antennas, including a municipal radio communications antenna, cables and wiring on the Tower ( "Landlord's Facilities "), and cabling and winng for both Landlord and Tenant to connect the antennas on the Tower to the transmitters and receivers Tenant also agrees to. (i) install video surveillance equipment to be mounted on the Public Works Building and broadcast to the Village Communications Center; and (ii) plant twelve (12) eight foot (8') Spruce trees in accordance with the landscape plan dated 07/21/06, and guarantee such trees, through its contractor, for a period of twelve months All of Tenant's construction and installation work for the Facilities, including the Landlord Facilities, shall be performed at Tenant's sole cost and expense and in a good and workmanlike manner, as reasonably determined by the Landlord, and any contractor or subcontractor accessing the Tower and /or related communications facilities shall have all the insurance required in Paragraph 12, and shall provide a contract bond as required in Section 1 -7 -4 -G of the Village Code in an amount equal to the full contract price The Landlord shall hold title to the Premises, the Building, mechanical systems for maintaining the interior of the Building, the Tower and its foundation and all other Facilities except those that are uniquely attributable only to the use of the Tenant, which shall remain Tenant's personal property and are not fixtures ( "Tenant's Personal Property "). Tenant has the right to remove the Tenant's Personal Property at its sole expense on or before the expiration or earlier termination of this Agreement, and Tenant shall repair any damage to the Prenuses and /or remaining Facilities caused by such removal; however the remaining Facilities shall be left on the Premises for the continued use of the Landlord. Upon the expiration or earlier termination of any Term or Renewal Term, Tenant shall remove the Tenant's Personal Property from the Premises as provided hereinabove Tenant shall provide Landlord with a final copy of the Plans, for Landlord's approval prior to construction, which Plans shall include removal and replacement of Landlord's communications equipment at no cost to Landlord, and a schedule for demolition and construction that does not disrupt Landlord's communications conducted from the Tower. Landlord shall give such approval, which approval shall not be unreasonably withheld, delayed or conditioned, or provide Tenant with its requests for changes within ten (10) business days of Landlord's receipt of the Plans. If Landlord does not provide such approval or request for changes within such ten (10) business day period, Landlord shall be deemed to have approved the Plans Landlord shall not be entitled to receive any additional consideration in exchange for giving its approval of the Plans. (b) After the Tenant has installed the Facilities, the Landlord shall have the right to install, operate and relocate from time to time, the Landlord's Facilities, in such manner as the Landlord deems to be appropriate, provided that the installation is previously approved by the Tenant as to type, location, height and frequency, which approval shall not be unreasonably withheld (c) The Building and Tower to be constructed pursuant to subparagraph (a) hereof will be used by both Landlord and Tenant, therefore, Tenant shall install dual metering systems for any required utilities, and Landlord and Tenant shall each pay for the utility service they consume in their respective operations at the rate charged by the servicing utility company. Tenant shall be responsible to determine a source to draw electricity and other utilities from the existing utilities on the Land or obtain separate utility service from any utility company that meets with the approval of the Landlord that will provide service to the Land. In connection therewith, Landlord hereby grants to the local telephone, power and utility companies (as appropriate) non - exclusive rights to locate, construct, install, operate, maintain, repair, replace, alter, extend, and /or remove cables and lines on, over, under and across a portion of the Land as necessary or desirable therefor. Landlord agrees to sign such documents or easements, at no cost to Tenant or the utility companies, as may be required by said utility companies to provide such service to the Premises Any easements necessary for such power or other utilities will be at locations reasonably acceptable to Landlord and the servicing utility company (d) Tenant, Tenant's employees, agents and contractors shall have access to the Premises twenty -four (24) hours a day, seven (7) days a week, at no charge. Tenant shall notify designated representatives of the Landlord, not less than forty -eight (48) hours in advance, that Tenant will be accessing the site, except that in an emergency, Tenant shall notify the designated representative of the Landlord as soon as practicable after the Tenant becomes aware of the emergency. An emergency shall include any repair or maintenance work that is necessary to prevent the interruption of, or to reestablish the normal operation or proper functioning of the Facilities Tenant will provide Landlord with a list of personnel that will carry the proper credentials including photo identification who are authorized to have access to the Premises- Landlord grants to Tenant, and Tenant's agents, employees and contractors, a non- exclusive right and easement for pedestrian and vehicular ingress and egress across the Land, as depicted on Exhibit B (e) Landlord shall maintain all roadways and driveways across the Land and proximate to the Premises from the nearest public roadway in a manner sufficient to allow vehicular access at all times under normal weather conditions Landlord shall be responsible for maintaining and repainng such roadways and driveways, at its sole expense, except for any damage caused by Tenant's use of such roadways. Landlord shall not be obligated to construct any additional roadways or driveways on the Land. 2 (f) Tenant agrees to dismantle and remove the existing lattice communication tower at its sole cost and expense, provided that the Landlord shall retain the right to reuse the tower upon notice to Tenant of its intention to utilize the tower by November 15, 2006, or by commencement of construction, whichever comes first, in which case the Landlord shall be solely responsible to relocate the tower. (g) After the Tenant has installed the Facilities, if Nextel telephones operated and used by the Landlord's personnel do not have reasonable and sufficient service within all municipal buildings or elsewhere on the Land, the Tenant agrees to install BDA in the Landlord's municipal buildings. If there is some other technological solution that would better provide and improve service for the Landlord, Tenant may present such solution to the Landlord, and the Landlord may accept or reject such solution in its sole discretion based on its determination as to the sufficiency thereof for the purpose of providing better and improved service 7. Interference. (a) Tenant shall operate the Facilities in compliance with all Federal Communications Commission ( "FCC ") requirements including those prohibiting harmful interference to communications facilities of Landlord or other lessees or licensees of the Land, and Tenant is prohibited from allowing the Facilities or Tenant's Personal Property to cause harmful interference in any manner with the Landlord's Facilities. In the event that harmful interference with the Landlord's Facilities occurs, Tenant agrees to eliminate such harmful interference immediately upon notice from the Landlord thereof, in recognition of the Landlord's need for emergency communications operations at all times. (b) Subsequent to the installation of the Facilities, Landlord will not, and will not permit any of its lessees or licensees to install new equipment on or make any alterations to the Land, the Premises or any property contiguous thereto owned or controlled by Landlord ( "Additional Improvements "), if such modifications are likely to cause harmful interference with Tenant's operations; provided that Landlord shall have the right, in the public interest, to make any Additional Improvements that may be required by law or agencies regulating the emergency communications system operated by the Landlord, and in such case, the Tenant may work with the Landlord and any regulating agencies to assure that the New Improvements will not cause harmful interference with Tenant's operations. In the event that harmful interference occurs, Landlord agrees to use best efforts to eliminate such harmful interference within a reasonable time period Landlord's failure to comply with this paragraph shall be a material breach of this Agreement (c) "Harmful Interference" for purposes of this Paragraph shall be any emission, radiation, or induction interference that endangers the functioning or seriously degrades, obstructs, or repeatedly interrupts a communications system, such as a radio navigation service, telecommunications service, radio communications service, search and rescue service, weather service, or other safety services operating in accordance with approved standards, regulations, and procedures, and which seriously degrades, obstructs, or repeatedly interrupts such communications system. To be considered harmful interference, the interference must cause serious detrimental effects, such as circuit outages and message losses, as opposed to interference that is merely a nuisance or annoyance that can be overcome by appropriate measures. 8. Taxes. If personal property taxes are assessed, Tenant shall pay any portion of such taxes directly attributable to the Facilities. Except as provided hereinbelow, Landlord shall pay all real property taxes, assessments and deferred taxes on the Land, provided that if Landlord is charged real estate taxes as a direct result of Tenant's improvements on the Premises or this Agreement, then Tenant shall pay those real estate taxes upon thirty (30) days' written notice from Landlord to do so. Landlord shall provide to Tenant documentation from the taxing authority, reasonably acceptable to Tenant, indicating that real estate taxes are due to Tenant's improvements or this Agreement. Upon Tenant's request, Landlord shall file a timely protest with the appropriate taxing authority (the cost of such protest or appeal to be borne by Tenant). Landlord and Tenant shall cooperate with each other in the protest of any such assessment by (i) providing each other with information regarding the relative valuation of their property, and (ii) allowing each other to participate in any proceeding related to the tax protest. Nothing in this paragraph shall be construed as limiting either party's right to contest, appeal or challenge any tax assessment. 9. Waiver of Landlord's Lien. (a) Landlord waives any lien rights it may have concerning the Tenant's Personal Property, and Tenant has the right to remove the same at any time without Landlord's consent. (b) Landlord acknowledges that Tenant has entered into a financing arrangement including promissory notes and financial and security agreements for financing with a third party financing entity (and may in the future enter into additional financing arrangements with other financing entities). In connection therewith, Landlord (i) consents to the installation of the Tenant's Personal Property ( "Collateral "), and (ii) agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy, attachment, or distress for any Rent due or to become due. 10. Termination. This Agreement may be terminated without further liability on thirty (30) days prior written notice as follows (i) by either party upon a default of any covenant or term hereof by the other party, which default is not cured within sixty (60) days of receipt of written notice of default, except that this Agreement shall not be terminated if the default cannot reasonably be cured within such sixty (60) day period and the defaulting party has commenced to cure the default within such sixty (60) day period and diligently pursues the cure to completion, provided that the grace period for any monetary default is ten (10) days from receipt of written notice; or (ii) by Tenant if it does not obtain or maintain any license, pernut or other approval necessary for the construction and operation of the Facilities; or (iii) by Tenant if Tenant is unable to occupy and utilize the Premises due to an action of the FCC, including without limitation, a take back of channels or change in frequencies; or (iv) by Tenant if any environmental report for the Land reveals the presence of any Hazardous Material after the Term Commencement Date; or (v) by Tenant if Tenant determines that the Premises are not appropriate for its operations for economic or technological reasons, including, without limitation, signal interference, or (vi) by Tenant if the Landlord fails to deliver to Tenant an executed memorandum of agreement pursuant to Paragraphs 19(g) below Upon termination of this Agreement hereunder, Tenant shall remove the Tenant's Personal Property from the Premises as provided in Paragraph 6(a) above, and Landlord shall have the right to retain the Facilities constructed pursuant to Paragraph 6(a) above other than Tenant's Personal Property. Landlord shall retain the right to shut down the Premises and the Facilities at any time in the event of a serious threat to life and general safety, or to interrupt Tenant's operations, after supplying notice to Tenant, if Tenant's service is threatening public safety communications from the municipal communication system located on the Tower. 11. Destruction or Condemnation. If the Premises or Facilities are damaged, destroyed, condemned or transferred in lieu of condemnation, through no fault of the Tenant, Tenant may elect to terminate this Agreement as of the date of the damage, destruction, condemnation or transfer in lieu of condemnation by giving notice to Landlord no more than forty -five (45) days following the date of such damage, destruction, condemnation or transfer in lieu of condemnation. If Tenant chooses not to terminate this Agreement, Tenant shall rebuild or repair any damage or destruction, and rent shall be reduced or abated in proportion to the actual reduction or abatement of use of the Premises 12. Insurance (a) Tenant, at Tenant's sole cost and expense, shall procure and maintain commercial general liability ( "CGL ") insurance covering bodily injury and property damage with a combined single limit of at least Two Million and 00/100 Dollars ($2,000,000.00) per occurrence Subject to the standard exclusions and limitations of CGL policies, such insurance shall insure, on an occurrence basis, against all liability of Tenant, its employees and agents arising out of or in connection with Tenant's use of the Premises, all as provided for herein. Within thirty (30) days following the Effective Date, Tenant shall provide Landlord with a certificate of insurance ( "COI") evidencing the coverage required by this Paragraph 12 Alternatively, Tenant shall have the option of providing Landlord with evidence of such coverage electronically by providing to Landlord a Uniform Resource Locator ( "URL ") Link to access Tenant's memorandum of insurance ( "MOI ") website in order for Landlord to review the coverage required by this Paragraph 12 (b) Landlord, at Landlord's sole cost and expense, shall procure and maintain CGL insurance covering bodily injury and property damage with a combined single limit of at least One Million and 00/100 Dollars ($1,000,000.00) per occurrence Subject to the standard exclusions and limitations of CGL policies, such insurance shall insure, on an occurrence basis, against all liability of Landlord, its employees and agents arising out of or in connection with Landlord's use, occupancy and maintenance of the Land and Landlord's property located thereon. Within thirty (30) days following the Effective Date, Landlord shall provide Tenant with a COI evidencing the coverage required by this Paragraph 12. Alternatively, Landlord shall have the option of providing Tenant with evidence of such coverage electronically by providing to Tenant a URL Link to access Landlord's M01 website in order for Tenant to review the coverage required by this Paragraph 12. (c) Each party shall be named as an additional insured on the other's policy. 13. Waiver of Subrogation. Landlord and Tenant release each other and their respective principals, employees, representatives and agents, from any claims for damage to any person or to the Land or the Premises, to the Facilities, to the Landlord's Facilities or 4 the Tenant's Personal Property, or to any other property thereon, caused by, or that result from, risks insured against under any insurance policies carried by the parties and in force at the time of any such damage. Landlord and Tenant shall cause each insurance policy obtained by them to provide that the insurance company waives all right of recovery by way of subrogation against the other in connection with any damage covered by any policy. Neither Landlord nor Tenant shall be liable to the other for any damage caused by any of the risks insured against under any insurance policy required by Paragraph 12 14. Liability and Indemnity. Landlord and Tenant shall each indemnify, defend and hold the other harmless from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' and consultants' fees, costs and expenses) (collectively "Losses ") arising from the indemnifying party's breach of any term or condition of this Agreement or from the negligence or willful misconduct of the indemnifying party or its agents, employees or contractors in or about the Land The duties described in this Paragraph 14 shall apply as of the Effective Date of this Agreement and survive the termination of this Agreement. 15. Assignment and Sublettin $Z. Tenant may not assign this Agreement, or otherwise transfer all or any part of its interest in this Agreement or in the Premises without the prior written consent of Landlord; provided, however, that Tenant may assign its interest, upon written notice to the Landlord within a reasonable time thereafter, to its parent company, any subsidiary or affiliate of it or its parent company, or to any successor -in- interest or entity acquiring fifty -one percent (SI %) or more of its stock or assets, subject to any financing entity's interest, if any, in this Agreement as set forth in Paragraph 9 above. Upon assignment, Tenant shall be relieved of all future performance, liabilities, and obligations under this Agreement, provided that the assignee assumes all of Tenant's obligations herein Landlord may assign this Agreement, which assignment may be evidenced by written notice to Tenant within a reasonable period of time thereafter, provided that the assignee assumes all of Landlord's obligations herein, including but not limited to, those set forth in Paragraph 9 ( "Waiver of Landlord's Lien ") above. This Agreement shall run with the Land and shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives, heirs and assigns. Notwithstanding anything to the contrary contained in this Agreement, Tenant may assign, mortgage, pledge, hypothecate or otherwise transfer without notice ,or consent its interest in this Agreement to any financing entity, or agent on behalf of any financing entity to whom Tenant (i) has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations evidenced by bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 16. Warranty of Title and Quiet Enjoyment. Landlord warrants that- (i) Landlord owns the Land in fee simple, has rights of access thereto from the nearest public roadway, which Tenant is legally permitted to use, and the Land and access rights are free and clear of all liens, encumbrances and restrictions except those of record as of the Effective Date, and (ii) Landlord covenants and agrees with Tenant that Tenant may peacefully and quietly enjoy the Premises and such access thereto, provided that Tenant is not in default hereunder after notice and expiration of all cure periods. 17. Repairs. Tenant shall repair any damage to the Premises or Land caused by the Tenant. Upon expiration or termination of this Agreement, Tenant shall restore the interior of the Premises to a condition substantially in accordance with the Plans, except for the Tenant's Personal Property, and suitable for the continued and future use of the Landlord or any other tenant to whom the Landlord may grant a lease. Unless caused by Tenant, Landlord shall be responsible for any repair, maintenance, modification to or removal of the Landlord Facilities. Tenant shall notify Landlord prior to accessing the Tower for any purpose, and shall obtain Landlord's permission to replace or modify any equipment in any manner that is not in substantial conformance with the Plans, which permission shall not be unreasonably withheld. 18. Hazardous Material. (a). As of the Effective Date of this Agreement. (1) Tenant hereby represents and warrants that it shall not use, generate, handle, store or dispose of any Hazardous Material in, on, under, upon or affecting the Land in violation of any Environmental Law (as defined below), and (2) Landlord hereby represents and warrants that (i) it has no knowledge of the presence of any Hazardous Material located in, on, under, upon or affecting the Land in violation of any Environmental Law; (ii) no notice has been received by or on behalf of Landlord from, and Landlord has no knowledge that notice has been given to any predecessor owner or operator of the Land by, any governmental entity or any person or entity claiming any violation of, or requiring compliance with any Environmental Law for any environmental damage (or the presence of any Hazardous Material) in, on, under, upon or affecting the Land, and (iii) it will not permit itself or any third party to use, generate, handle, store or dispose of any Hazardous Material in, on, under, upon, or affecting the Land in violation of any Environmental Law. (b) Without lirruting Paragraph 14, Landlord and Tenant shall each mdemmfy, defend and hold the other harmless from and against all Losses (specifically including, without limitation, attorneys', engineers', consultants' and experts' fees, costs and expenses) arising from (i) any breach of any representation or warranty made in this Paragraph 18 by such party, and /or (ii) environmental conditions or noncompliance with any Environmental Law (as defined below) that result, in the case of Tenant, from operations in or about the Land by Tenant or Tenant's agents, employees or contractors, and in the case of Landlord, from the ownership or control of, or operations in or about, the Land by Landlord or Landlord's predecessors in interest, and their respective agents, employees, contractors, tenants, guests or other parties The provisions of this Paragraph 18 shall apply as of the Effective Date of this Agreement and survive termination of this Agreement. Neither party shall have any obligations under this Paragraph unless it is notified in writing of any such claim within one hundred eighty (180) days of receipt by the other party of notice of such claim. (c) "Hazardous Material" means any solid, gaseous or liquid wastes (including hazardous wastes), regulated substances, pollutants or contaminants or terms of similar import, as such terms are defined in any Environmental Law, and shall include, without limitation, any petroleum or petroleum products or by- products, flammable explosives, radioactive materials, asbestos in any form, polychlonnated biphenyls and any other substance or material which constitutes a threat to health, safety, property or the environment or which has been or is in the future determined by any governmental entity to be prohibited, limited or regulated by any Environmental Law. (d) "Environmental Law" means any and all present or future federal, state or local laws, rules, regulations, codes, ordinances, or by -laws, and any judicial or administrative interpretations thereof, including orders, decrees, judgments, rulings, directives or notices of violation, that create duties, obligations or liabilities with respect to (i) human health, or (ii) environmental pollution, impairment or disruption, including, without limitation, laws governing the existence, use, storage, treatment, discharge, release, containment, transportation, generation, manufacture, refinement, handling, production, disposal, or management of any Hazardous Material, or otherwise regulating or providing for the protection of the environment. 19. Miscellaneous. (a) This Agreement constitutes the entire agreement and understanding between the parties, and supersedes all offers, negotiations and other agreements concerning the subject matter contained herein. Any amendments to this Agreement must be in writing and executed by both parties (b) Both parties represent and warrant that their use of the Land and their real and personal property located thereon is in compliance with all applicable, valid and enforceable statutes, laws, ordinances and regulations of any competent government authority. (c) If any provision of this Agreement is invalid or unenforceable with respect to any party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law (d) This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. (e) Any notice or demand required to be given herein shall be made by certified or registered mail, return receipt requested, or reliable overnight courier to the address of the respective parties set forth below: Landlord: Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 Attn. Village Manager Phone 630 - 368 -5020 With a copy to: City Attorney 1200 Oak Brook Road Oak Brook, Illinois 60523 Phone 630- 368 -5030 0 Tenant: Sprint/Nextel Property Services Mailstop KSOPHT0101 -Z2650 6391 Sprint Parkway Overland Park, KS 66251 -2650 With a copy to: Spnnt/Nextel Law Department Mailstop KSOPHT0101 -Z2020 6391 Sprint Parkway Overland Park, KS 66251 -2020 Attention. Real Estate Attorney Landlord or Tenant may from time to time designate any other address for this purpose by written notice to the other party All notices hereunder shall be deemed received upon actual receipt or refusal to accept delivery (f) This Agreement shall be governed by the laws of the State of Illinois. (g) Landlord agrees to execute and deliver to Tenant a Memorandum of Agreement in the form annexed hereto as Exhibit C and acknowledges that such Memorandum of Agreement will be recorded by Tenant in the official records of the County where the Land is located. (h) In the event the Land is encumbered by a mortgage or deed of trust, Landlord agrees to obtain and deliver to Tenant an executed and acknowledged non - disturbance and attomment instrument for each such mortgage or deed of trust in a recordable form reasonably acceptable to both parties. (i) Landlord agrees to fully cooperate with Tenant (including obtaining and /or executing necessary documentation) to clear any outstanding title issues that could adversely affect Tenant's interest in the Premises created by this Agreement 0) In any case where the approval or consent of one party hereto is required, requested or otherwise to be given under this Agreement, such party shall not unreasonably delay or withhold its approval or consent (k) Each of the parties hereto represent and warrant that they have the right, power, legal capacity and authority to enter into and perform their respective obligations under this Agreement. (1) Both parties took part in the negotiation of this Agreement and agree that legal concepts intended to construe this Agreement against the drafter will not apply against either party. (m) In the event of any breach or default by either party, the other party shall be entitled to all rights and remedies provided for in this Agreement and /or available at law, in equity, by statute or otherwise, all of which rights and remedies shall be cumulative (and not exclusive). (n) The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Agreement (o) All Recitals set forth above, and all Riders and Exhibits annexed hereto, form material parts of this Agreement and are hereby incorporated herein by this reference (p) This Agreement shall be executed in duplicate counterparts, each of which shall be deemed an original 20. Supplier Diversity. Nextel is committed to equal employment and vendor diversity As part of this commitment, it is the policy of Nextel that small business concerns, veteran -owned small business concerns, HUBZone small business concerns, women - owned small business concerns, small disadvantaged business concerns (including 8(a) business concerns) and historically black colleges and universities and minority institutions ( "Diverse Suppliers," as further defined below) shall have the maximum practicable opportunity to participate in performance of contracting between Nextel and its vendors. The term "Diverse Supplier(s)" shall mean and be defined as set forth in Federal Acquisition Regulation Part 19 and 13 C.F.R. Part 121. In addition, "Historically black colleges and universities," as included in the definition of "Diverse Suppliers" for purposes of this Agreement, shall mean and include institutions determined by the Secretary of Education to meet the requirements of 34 C.F.R. Section 608.2, any nonprofit research institution that was an integral part of such a college or university before November 14, 1986; and "Minority institutions," as included in the definition of "Diverse Suppliers" for purposes of this Agreement, shall mean institutions meeting the requirements of Section 1046(3) of the Higher Education Act of 1965 (20 U.S C. §1135d- 5(3)), and also Hispanic- serving institutions as defined in Section 7 316(b)(1) of such Act (20 U S.C. §1059c(b)(1)). Landlord shall confirm in the space below whether or not Landlord reasonably believes it qualifies as a Diverse Supplier. ** *SIGNATURES ON FOLLOWING PAGE * ** 1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of the last signature below LANDLORD: TENANT: Village of Oak Brook, Nextel West Corp., an Illinois municipal corpo/ation /1 a Delaware corporation, By: Name: Title: Date: Tax I. D Village President -- Z0 - Z( 36- 6009534 Diverse Supplier ❑ Yes ❑ No By: �-- - Name: Shannon Nichols Title: Site Development Manager Date: 9 IQj -C) �'- STATE OF IX 4 /,va(S' COUNTY OF b y PA6, !F- On "D before me o o, qo tk 4j[,, Notary Public, personally appeared Kevin Quinlan, Village President, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, and that by their signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and offici 1 seal. LltSTAMOIFF "OFFICIAL SEAL" 13 (SEAL CAROL L. HARTY Notary Public COlv91S51�N EXPIRES I I JO2 /C'6 My commission expires- STATE OF Illinois COUNTY OF DuPage On f/) c G , before me, 25�- ��`� �' Notary Public, personally appeared Shannon Nichols, personally known to me (or proved to me on t (e basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, and that by their signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument WITNESS my hand and official seal. --I?- Z� (SEAL) o ar Public My commission expires 7 OFFICIAL SEAL EMENE CALLAFIAN 11 - -' NOTARY PUBLIC, STATE OF ILLINOIS MY COMMISSION EXPIRES O7107POOl EXHIBIT A DESCRIPTION OF LAND An Exhibit to the Agreement dated ! – 12— — , 2006, by and between Village of Oak Brook, an Illinois municipal corporation, as Landlord, and Nextel West Corp., a Delaware corporation, as Tenant. 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The Premises are legally described and depicted as follows: A SURVEY OF THE PREMISES IS ATTACHED HERETO: LC r I JP4 QW3R0DK 111L LACE COMMONS, BEINGAREWWWRNON OF LOT I IN OWSROOKVILLAGE GREEN S; iJmA8IOhi, BaiNG PAP-T OF $kcTm 29, "I"MVPM11P 39 NORTH, RANC9 11. EAST OF THE THIRD PRINCIPAL MERrE lu A[:CORDIf 3C TO A. PLAT TI VEIE' REJOWM13 MARC}{ 29, 1974 As DocuN, je g'I '41412, ALL IAN t3UPAGE CWNTY, ILUIMM D2SCWSE0 AS FOLU[]WS-, COUMENCING AT A PANT ON T E,M QNF OF 3ND LOT I ' TR 'ICI; NORTH RIGHT OF WAY LIKE OF 3'IST SET, ,n�ENCB,R0RT,kt N 1�e�*ESSi MIN in SEMNDS wegr SM FIB AEG THE NOR'M RIGK`T O! 'Y'A`K UNE OF U'D 31ST STREET-, THENCE WRTH W DEGREES 44 UNUTES 40 SEWINDS WEST 163.29 FEE T, THEME XCRT H 7SIDEGRE FS 33 2,d V4UTES 39 SECOMOS WEST Al FEET, THEKCE 14OMI-E 39 DEGRE +6 MINdlES 35 SE=NDS 9M83 FEET: °LI-1F,-NM NORTH 00 DWREM 13 MENUtES 34 S lI EAST 12&+4 FEET; THENCE L14ORTH M DEGREES 48 MINUTES CM SECMDE 755&34 FEET; TKENCE SOUTH 2S rD EME �s 4e MIp4uT- ES 46 3EaaNDS WBST 61.36 PEE1 - THENCE 80UTH 43 0 EWE ES 21? MI UTF-S 62 OECONDSWi 35T 6ZW FE--ZT, THENCE NORrM 09 DEGREES n MINUT -ES 55 W=CONDS EAST 3M92 FEET; THENCIF. SMTH 89 DEGREES 05 M1NLMES 12 SECONDS T8-00 PEST" TO TKt POWT OP BEGINN[IN; THEE NORTI-! B8 DE�UREF�S+00 MINUT, .E31.7 SFC Ig Wr=ST =go FERE�"f; THFNGE NORPi 00 DEGRFEG 14 MINUTES 12 , DS EAT' 3= FE T. THEaNM SOUTH 1* X75 08 MINUTa 12 SECQNDS EAST 3MOD FAT, THENCE SOUTH 00 DECAl~E.S t4hqNUTES 12 SFZONM WFZT 3MOO FAT TO T".ir= P00 4T OF f'�G NNIN , Ar.L IN 1 UPAGL COUNTY, I;.URM Leod DOW fbr ACOM EWWW4 A 12 F-OVT P OF IUD LYTNG15 FEET aN EITHER WDE OF A i rte BEING THAT PART OF' LOT i IN OWaMOK VILLACE COMWNS. I3EINiC -A 'Sk BOIVII 4 ! OF LOT 4 IN OAIK3MOK VILLACE GREEN Sl +�i�'�'1, SEIh�: PAR°`' 4F �EGTIOt� �6« 'C�+4I`.1�15F�f� 39 ItTFI. .CE 1 � T C1F T"�lE TkiIRl7 I'MNCIPA. MEW AN, ACCOPDIXGTO A FII , T ` HEAE AEQM>ED MAJVari 29,1194 AS DOCLA12NT ?'4-1410, &L p; DUPAa --- t NfiY; IL.t.INOP3. DeqCROED AS F{XLVM, €aNIMENV IG AT A POINT ON THE EAST LIME OF SSE} LOT I WrM THE NOWH Fdi T OF WAY LINE OF 21W STREET, THENCE �4CXRr °H 89 0MREZ5 61 MINUTES 10 SE<=D S WEST 690 FEET AL0I TIC XORTH, FmiT OF WAY UNE OF SAD 31ST STR�=;-T, THENCE NORTH 00 DECXEES 04 MMITES 40 SECON106 WEST 181= FEET, 'I1 I,I N'CE NORTH r3 DEC-AZE3 33 **0)' UTE3 39 S NDS WMS&23 FEET; THB4M NORTH 39 DECREZS 4,5 10MLTES 35 SEOQN0$ iQ,B31'EE,, THENCE NORTi-L' W DEOVEE$ 13 &V N UTFA 34 SECONM Fla 126,44 FEET , TrtENCE NORTR 94 DSGP&SS 48 MlttU1 BS 09 $ NDS 16&34 FEET, THIN ;JCS SOUTh 26 DEGR� 4 1 � MG NUTRO 45 SECON D I S WEST 5 1. 30 FF— '. THEN TI;I DW RFC 2'9 MI T25;5 2 SIXONDSYV M 8160 SET: THENCE NORrH 00 DEGREES 23 Mft~ T 56 8SCONDS X310 92 i fEET' THENCE SM7, H W DEGRCEES 06 MINUTES ES 12 ADS FAST 9.O FEET TO THE-' PORN OF TERMINA IOFK ALL IN t]a.kl A' ,GE UWr-Y, IW'+M Notes: 1. The Premises shall be setback from the Land's boundaries as required by the applicable governmental authorities 2. Without in any way limiting Paragraph 6 (or Tenant's right to make future changes), Tenant intends to initially install up to twelve (12) antennas, fifteen (15) coaxial cables and three GPS signal units and connections. The type, number, mounting positions and locations of antennas and transmission lines are illustrative only. The actual types, numbers, mounting positions and locations may vary from what is shown above. 3 The locations of any utility easements are illustrative only. The actual locations will be determined by the servicing utility company in compliance with all local laws and regulations. Exhibit C RECORDED AT REQUEST OF, AND WHEN RECORDED RETURN TO: Nextel West Corp. 400 West Grand Avenue Elmhurst, Illinois 60126 Attn: Property Services MEMORANDUM OF AGREEMENT IL7025A/RT. 83 &31st APN.06 -26 -400 -012 -0000 This Memorandum of Agreement is entered into on this lZ day of " I -,,�- -20067 by the Village Of Oak Brook, an Illinois municipal corporation, with an address at 1200 Oak Brook Road, Oak Brook, Illinois 60523 (hereinafter referred to as "Owner" or "Landlord ") and Nextel West Corp., a Delaware corporation, with an office at 400 West Grand Avenue, Elmhurst, Illinois 60126 (hereinafter referred to as "Nextel" or "Tenant "). 1. Landlord and Nextel entered into a Communications Site Lease Agreement ( "Agreement ") dated as of 09 2006, effective upon full execution of the parties ( "Effective Date ") for the purpose of installing, operating and maintaining a communications facility and other improvements. All of the foregoing is set forth in the Agreement. 2. The term of Nextel's tendency under the Agreement is for five (5) years commencing on start of construction of the Tenant Facilities or twelve (12) months following the Effective Date, whichever first occurs ( "Term Commencement Date "), and terminating on the fifth (5th) anniversary of the Term Commencement Date, with three (3) successive five (5) year options to renew 3 The Land which is the subject of the Agreement is described in Exhibit A annexed hereto The portion of the Land being leased to Tenant and all necessary access and utility easements (the "Premises ") is described in Exhibit B annexed to the Agreement. In witness whereof, the parties have executed this Memorandum of Agreement as of the day and year first written above. LANDLORD. Village of Oak Picipal ok, An Illinois co : Name : / Kevin Quinlan Title. Village President Date: I - -Z o ` 2-4X)(,> TENANT: Nextel West Corp., a Delaware corporation Name: Shannon Nichols Title: Senior Site Development Manager Date: 9 - l �3 Q& STATE OF /X A I N0 IS COUNTY OF b (JPA& E -- On _ i�1i - d 6 , before me, mf Notary Public, personally appeared 4y; A/ personally known to me (or proved to me on the basis f satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, and that by their signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. i• Tn4f 'R9 n.�:sm `i �rtwA T7 t•�.;ir�4 ��: WITNESS my hand and official seal Q (SEAL) Notary Public My commission expires: // lat 4% STATE OF Illinois COUNTY OF DuPage On 7 .4 , before me, �, a t�,� e �. ��� Notary Public, personally appeared Shannon Nicho s, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, and that by their signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNE hand and offi 'al seal. (SEAL) Notary Public My commission expires: -7 OFFICIAL' SEAL EUGENE CAU_AM iff EE NOTARY PUBUC. STATE OF IWNO3 MY COMMISSION EXPIRES 07(07i�001 EXHIBIT A DESCRIPTION OF LAND An Exhibit to the Agreement dated , 2006, by and between Village of Oak Brook, an Illinois municipal corporation, as Landlord, and Nextel West Corp., a Delaware corporation, as Tenant. 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U� < �o� °z U 0 r= a a aZ r w¢o a W Y W Cm7 cril00Uw w �N? pQ = aww¢ -NWin a0 0 Xm?nrmm w rL v (m 'J OU W a�mmzOLL �m m¢ U am woa r~ S W = Sa S r LL r F-¢ cc J010 rg4.OQNm W< 00 v,Nwwxw J Q0mCL z0� a �Omr f- o z .-O m U 0 C 5� E t � z gN � C B EXHIBIT B DESCRIPTION OF PREMISES An Exhibit to the Agreement dated , 2006, by and between Village of Oak Brook, an Illinois municipality, as Landlord and Nextel West Corp , a Delaware corporation, as Tenant. The Premises are legally described and depicted as follows: A SURVEY OF THE PREMISES IS ATTACHED HERETO: L VO De+rrc 0d*n fir Le"* StO LOT I IN ChkXBROCK VIL E COM!' ON&, BEING Al. RBSU13M $ION OF LOT 1 IN UW3MMVILLACE ONE 'V aJSClI BII]t , Bali FART OF SEOTM a TCMtr IIP 36 NO L I `E 11. � {Std' Ti�E THIRD PRINCIPAL MERIDIAN, AGCOF0MGT0A PLA,`T'°T14EREOF RECORDED MARCH 28,11174A9 DOCUME1 I�a'I'#R?4.14102, ALL IN OuPACE,COUNTY. li.l.l'NtM DESCAd AS POLL VY.s' CotMENCING AT A POINT ONE -4 EAST LINE OF SAID 1.07 i 'WITH THE NORTH RICH'T OF WAY UNE OF 31ST " [=T. TliF -N N[JR h R2 D E WEES SA N1INUTES 10 $ ECZN DS 1 EZt 8k00 P E ET ENO THr= N 01kerH RIGhiT W: WAY ONE OF SNDt WST STREF-T, THE! NORTfi DD DZG S 04 >h INUTES 40 SF-CONDSW5ST 1.63.2& FEET, T.H2NCE MORTH 73.11F.aREES 3;i MINUTES 39 SECON13$WEST n§5 FEET, THENCE NOiRT>E'-L 32 t]F-CRE�C-Z 46 IVII'NUTJ" S 35 SE=NDS 9M83 I E' F-T. TNE�Xe NORr# h 00 XCREES 13 MI'l4kri ;S 34 SL200NDS EAST T 12&44 FEET', 7�H&4OE .,4ORTJ -t M DE+ REES 48 MFN,- `UTES 09 REOMDS 75&;34 FEET, THENCE SOUTH 26 OF -GMES 46 ,WNUT 46 S�MKIX WM 61.36 FEET; I HEM N E SWTH 43 aEJl3 ES 21? Iti�i�NUTF -S 62 3EG0N00 W T $2rW FED, THENCE NORTH 00 DECREES 23 MINUTES 55 aZCONL1S EA$T 3M92 F-�T; THzt4a WXTH 89 0E-CR. B 06 MINUTES 12 SECON DS EAST 6.01) FEET TO TKF- PCXNT OF BEG INN NQ THENCE NORTH 86 DEGRt-7� 06 '41Ifk1UTF3 IR SECONDS VV85T 311M FI =-ET: THENCE 14ORiH W DEGREES 14 MIN;UTZS 12SBCONDS EAST 3CLM FEET. TAT PEN M BOUT h 29 DECAZES 08 MlNUTES 12 8EfON:ISS FAST 311100 FEET, THE -MCE SOUTH DC DIES 14 MINUTES 12 SECOhtDB WEST 3aW FEET TO THE F'01 +JTOF BEGKWNC, ALL IN C UPAGECMNTY. ILLtNOI& L.%W Dek6PIAM fbt E }'r A 12 FAT STRIP OF LANIDi LYII -C IS FEET 111 BTHER $r DE OF A Lave BaNCi T14AT PART OF L07 i IN OAKBPMGK VILLACE COMM4S, TONG A RESUBDIVIZEWN W LM I Its OAKWMK bALLAGE GREER 3l iDDlYISION, 3ElKC PAR T OF.SECTION 26, TOWNSHIP 39 f*RTH. RANG E 1 ie FAST OF rrlE T1~if~F10 !'MNCIP,AL MEAVAN. ACCORDING TO A PLA THF-R REODRDED MAJ=H 29,1974 AS DOCUMENT t-W-4 141 , Ali_ IN DLIPAGF- CSOi,, NTY. III INNOIS, DE'9CRIBF-D AS FOLLC S COOMNIF-ACING AT A POINT ON 17AE EAST LIKE, OF "D LOT 1, WtT.K THE NORTH FdQHT OF 'NAY LINE OF 31,'19wT STREET, THENCE NOW 89 DEGREES 61 ryllNUTlES 10 SECONDS WEST &00 FEET ALONG THE NORTH RIGST OF WAY UNE OF SWD 318T STREET, T14ENCE NORM 00 DEGREES 04 MINUTES 40 SEMNUS ',tifEST tft3 -M FEET, THENCE NORTS 72 DMREES 33 Dill UTBS 39 SEWNDS WEST 9&26 FEET. THENCE N0,RTJ1 39 L"*GREZZ 45 PA[N LJTF$ 35 113a x,1113 FEET; THENCE NORTH Elm EGREE4913 0NUTES 34 SE 4NDIR SWT 136,E FEET. 71NBN X0R7K 99 DE S -48 WINUTES 09 SECONDS x`68.34 FEET: THENCE SQUTii 26 DECREES 40 WMUTB3 4-5 $E( ONDS INEUT 61,30 FFf�% Tkffi-N .,E SOUTH 43 DEAGREES 29 MINUTE5 5Z SECONDS WEST a160 FEET. THENCE NOR'CH 00 DEGREM 23 IiliINL ES ab Bi�=4E7S T° 30..912 z- "T. T'HeCE SOUTH 89 DEGREES Ord MIN�JTF9 12 SIDS �T 10J00 FED':' TO THE POINT OF Tj*R INAMO , ALL IN DUPAGECOUN'TY. ILLtNOMR, Notes: 1. The Premises shall be setback from the Land's boundaries as required by the applicable governmental authorities. 2 Without in any way limiting Paragraph 6 (or Tenant's right to make future changes), Tenant intends to initially install up to twelve (12) antennas, fifteen (15) coaxial cables and three GPS signal units and connections. The type, number, mounting positions and locations of antennas and transmission lines are illustrative only. The actual types, numbers, mounting positions and locations may vary from what is shown above. 3 The locations of any utility easements are illustrative only The actual locations will be determined by the servicing utility company in compliance with all local laws and regulations. EXHIBIT D An Exhibit to the Agreement dated , 2006, by and between Village of Oak Brook, an Illinois municipal corporation, as Landlord, and Nextel West Corp , a Delaware corporation, as Tenant. 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