HomeMy WebLinkAboutItem 06.sStaff recommends adoption of the following motion: Move to approve the Site Lease
Agreement with New Cingular Wireless PCS, LLC for Water Tower located at 11075 210th
Street. Memorandum of Agreement and Certificate of Authority
Approval of the motion will result in a renewal of the Site Lease Agreement with New
Cingular Wireless at the water tower located at 11075 210t Street.
Overview
The City of Lakeville approved a 20 year Antenna Site Lease Agreement with New Cingular
(formerly ATT) in 1992 for the Fairfield Water Tower. New Cingular is requesting renewal of
the site lease agreement. The lease will increase from the current rate of $14,302/yr. to
$22,800/yr, with a 3% escalator each year thereafter.
Primary Issues to Consider
Term
o Initial term is 5 years with the option to extend the Agreement for four
consecutive 5 year terms.
Supporting Information
De eller, F' ance Director
Financial Impact: $ 22,800 /year Budgeted: N.A. Source: Water Trunk Fund
Related Documents (CIP, ERP, etc.):
Notes:
SITE LEASE AGREEMENT
FOR WATER TOWER
THIS SITE LEASE AGREEMENT (Agreement ") is entered into this day of
2013, between the CITY OF LAKEVILLE, a Minnesota municipal corporation
with offices at 201.95 Holyoke Avenue West, Lakeville, Minnesota 55044 ( "Landlord "); and NEW
CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company with offices at 575
Morosgo Dr. NE, Suite 13 -F West Tower, Atlanta, GA 30324 ( "Tenant ").
SECTION ONE
Property and Premises
Subject to the following terms and conditions, Landlord leases to Tenant: space on the
Landlord's water tower; building space at the base of Landlord's water tower; and nonexclusive
rights for ingress, egress and for the placement of cables and utilities (such areas shall be referred
to as the "Premises ") at Landlord's property located at 11075 210 Street West (the "Property ") in
the City of Lakeville. The Property is described on Exhibit "A" and the Premises (including
nonexclusive rights for ingress, egress and the placement of cable and utility access areas) are
depicted on the attached Exhibit "B." The primary purpose of the Landlord's ownership of the
Property is to: (a) operate and maintain a municipal water storage tower so as to provide water
service to residents of the City of Lakeville; and (b) to provide communication systems to the City
of Lakeville.
SECTION TWO
Use and Description of Equipment
A. The Premises shall be used by Tenant solely for the purpose of installing,
maintaining and operating radio communications facilities, including, without limitation, utility
lines, transmission lines, electronic equipment, radio transmitting and receiving antennas,
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supporting equipment and structures thereto ( "Tenant Facilities "), provided such use is not
inconsistent with the Landlord's use of the Property. The Tenant Facilities to be utilized in
connection with such use are described on Exhibit "C" attached hereto. The design and color of
the antennae, waveguide and other external equipment shall be subject to the Landlord's approval,
which shall not be unreasonably withheld or delayed. Tenant may make routine repairs,
modifications, replacements, upgrades and alterations to the Tenant Facilities as Tenant deems
appropriate. Tenant shall obtain Landlord's prior written approval (which shall not be
unreasonably withheld or delayed) before making any visible material upgrades, modifications,
alterations or additions to the antenna, waveguide or other external equipment, excepting Like kind
replacement. Upon at least forty -five (45) days notice from Landlord, Tenant, at its sole cost and
expense, shall make any necessary arrangements to assist and protect the Landlord and its
contractors during any scheduled maintenance and painting procedure on or in the leased area.
Tenant agrees to allow their antennas to be cleaned and /or painted by Landlord or its contractors
in order to match the exterior color of the water tower. Should Landlord and Tenant agree that the
scheduled maintenance or painting of the water tower will prevent Tenant from temporarily using
the water tower as Tenant's communications facility, Tenant, at its sole cost and expense, shall
have the right to install and operate a temporary antenna facility (including a Cell -on- Wheels) on
a mutually acceptable location on the Property. Tenant shall mark all their permanent coaxial
cable in the water tower with a tag legibly stating their company's name along with a service phone
number before and after it penetrates any real surface.
B. Pursuant to Tenant's regulatory communication licenses and subject to the terms of
this Agreement, Tenant may have use of the Premises for the transmission and reception of radio
communication signals in the frequencies permitted by the Federal Communication Commission
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for communications broadcasting; for the construction, operation and maintenance of related
facilities, equipment, antennae, including the right to periodically change antenna types, mounting
locations and azimuths; and for related activities. The use of the Premises by Tenant under this
Agreement shall at all times be in accordance with the Teclulical Minimum Site Standards as
described on Exhibit "D." Subject to the terms herein, Landlord agrees to cooperate with Tenant
in obtaining, at Tenant's expense, all licenses and permits required for Tenant's use of the Premises
(the "Governmental Approvals "). In addition, as long as the foregoing activities do not interfere
with the Landlord's or a pre - existing tenant's use of the Property and provided seven (7) days
advance written notice is sent to Landlord (such notice to include a description of the type of work
to be performed), Landlord agrees to allow Tenant to perform, at Tenant's own expense, surveys,
soil testing and other engineering procedures on, under, and over the Property necessary to
determine that Tenant's use of the Premises will be compatible with Tenant's engineering
specifications, system design and Governmental Approvals.
C. Subject to Section Six of this Agreement, Tenant shall be allowed reasonable access
to the Premises twenty -four (24) hours a day, 365 days a year for the use of the Premises in
compliance with this Agreement.
SECTION THREE
Term
The term of this Agreement shall be five (5) years ( "Initial Term "), commencing on
October 1, 2012, (the "Commencement Date "). This Agreement shall automatically renew and
extend for four (4) consecutive five (5) year Renewal Term unless Tenant notifies Landlord in
writing of its intention not to renew this Agreement at least sixty (60) days prior to the expiration
of the Initial Term or any Renewal Term. In such case, this Agreement shall be terminated
effective on the date of the expiration of the Initial Term or the current Renewal Term, as the case
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may be. Each Renewal Term shall be on the same terms and conditions as set forth herein except
for the amount of Rent, which shall be determined in accordance with Section Four below.
SECTION FOUR
Rent
The annual rent is as shown on Exhibit "E" attached hereto. Within fifteen (15) days of
the Commencement Date and on the anniversary date of the Commencement Date ( "Anniversary
Date ") of the initial Term and any Renewal Terms, Tenant shall pay to Landlord the annual rent
in advance. After April 1, 2013, Rent not paid and received by Landlord when due shall be subject
to a five percent (5 %) late fee and shall allow Landlord the option to terminate this Agreement
upon thirty (3 0) days written notice from Landlord to Tenant. Rent for any fractional month at the
beginning or at the end of the Initial Term or a Renewal Term shall be prorated.
SECTION FIVE
Interference
Tenant's installation, operation, and maintenance of its Tenant Facilities shall not damage
or interfere with Landlord's water tower operations and shall not interfere with Landlord's
municipal communication system located on the Property or other tenants located on the Premises.
Landlord agrees to give reasonable advance notice of any repair or maintenance activities related
to water tower operations to the Tenant and to reasonably cooperate with Tenant to carry out such
activities with a minimum amount of interference to Tenant's transmission operations.
Landlord shall not, nor will Landlord permit its lessees, invitees or agents to use any portion
of the Property in any way which materially interferes with the operations of Tenant. Such
interference shall be deemed a material breach by Landlord, and Landlord shall have the
responsibility to correct said interference.
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Tenant understands and agrees that Tenant's use of the Property is non - exclusive and
Landlord shall maintain the right to contract with other communication systems users to operate
communication equipment on the Property. Such use by other users shall not cause material
physical or frequency interference to Tenant's operation or equipment on the Premises.
It shall be the obligation of Tenant not to cause interference to other tenants occupying the
other portions of the Property prior to the execution date of this Agreement (chronological priority
for frequency protection rights) provided that the installations of other tenant's equipment and
facilities predate the installation of the Tenant Facilities and such pre- existing users operate and
continue to operate within their respective frequencies and in accordance with all applicable laws
and regulations. In the event the Landlord, Tenant or any other tenant of Landlord experiences
frequency interference, Landlord shall notify each tenant of such interference (including Tenant),
and will work with all tenants to resolve the interference. All parties involved in the frequency
inter 'rence shall, at their own expense, engage the services of a communications engineering firm
to conduct frequency interference analyses. If the suspected interference cannot be resolved by
the parties involved in such interference after consultation with their respective engineers, then the
respective engineers shall select an engineering firm to act as a final mediator to resolve the
frequency interference. The parties shall comply with the mediator's findings. Priority shall be
given to the tenant with the longest tenure at the Property.
SECTION SIX
Improvement; Utilities; Access
A. Tenant shall have the right, at Tenant's expense, to erect and maintain on the
Premises the equipment listed on Exhibit "C." Tenant shall not erect and maintain any additional
items or equipment on the Premises, except for like kind replacement, without the prior written
consent of the Landlord.
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B. Tenant shall have the right at its expense and Landlord's approval to install utilities
on the Premises in order to operate the facilities described in this Agreement. Tenant shall at its
own expense arrange for separate metering of utility services that must be read from outside the
surrounding fence. Tenant shall at its own expense arrange for the relocation of any utilities.
Tenant shall pay for all utility services it consumes in its operations. Landlord agrees to grant to
any company providing utility or similar services, including electrical power and
telecommunications, to Tenant an easement over the Property, from an open and improved public
road to the Premises, and upon the Premises, for the purpose of constructing, operating and
maintaining such lines, wires, circuits, and conduits, associated equipment cabinets and such
appurtenances thereto, as such companies may from time to time require in order to provide such
services to the Premises.
C. Background checks shall be completed on all individuals who request access to any
Oil the water system facilities, reservoir, wells or other public works facility located within the
Property ( "Facilities" or "Facility "). Background checks performed by the Tenant requesting
access for its employees cannot be used in substitution of Landlord's background check. Landlord
reserves the right to refuse access to any Facility located within or about the Property based on the
results of the background check. Landlord will update the background checks annually. The
following guidelines represent the procedures, duties and responsibilities of Landlord and Tenant
with respect to access to the Property or Premises:
Background Checks Individuals, groups, and companies requesting access to
the Premises on behalf of Tenant shall submit the name of the Tenant and other
pertinent information regarding the access request to Landlord's Operations and
Maintenance Department as set forth below. Information must be received
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sufficiently in advance of the visit to the Premises to allow for the completion of
a background check. The Landlord's Operations and Maintenance Department
will provide the information to the Lakeville Police Department who will
complete the background check. The Police Department will return the results
of the background check to the Operations and Maintenance Department for
review and disposition. Information provided to the Landlord concerning
background checks will be maintained on file for one (1) year.
ii. Procedures All individuals must present appropriate state, federal, or company
issued photo identification before access is granted to the Premises. All
individuals, regardless of the status of the background check, will be escorted
by Landlord personnel when working within the Facilities. Individuals with
approved background checks will be allowed to work within the Premises
unescorted, subject to escort requirements for work within Facility areas.
Individuals without approved background checks will be escorted while they
are working in or around the Premises. Tenant shall contact the Landlord's
Utility Department at 952- 985 -4540 from 7:30 a.m. - 4:00 p.m. central time
Monday through Friday or the Landlord's Police Department at 911 at all other
times to obtain access to the Premises. In the event of an emergency, Tenant
shall not be required to give notice to Landlord, but shall make reasonable
efforts to notify Landlord of Tenant's intent to access the Premises. Tenant is
responsible for securing the Premises when it leaves the Premises. Tenant is
responsible for disabling the intrusion alarm upon entering Premises.
iii. Tenant Access
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• Tenant shall be issued two (2) keys for the Site and shall not duplicate
and /or copy the key. If a key is lost, all costs associated with re- keying
the locks and re- issuing keys shall be charged to Tenant, a minimum fee of
$250.00 per key shall be charged to Tenant should this occur.
• If Tenant wishes to access the Site, it must first notify the City of
Lakeville Utilities Superintendent and Utilities Supervisor via email no
less than one (1) hour prior to its desired arrival time at the Site. If Tenant
does not notify the required City staff, a $100.00 fee per occurrence will
be charged to Tenant as it is imperative that the City is aware of who is
accessing the Site at all times.
• Tenant is responsible for securing the Site when it leaves the Site. If Site
is not secured when the Tenant leaves and City staff needs to respond to
secure the Site, a $250.00 fee plus all applicable labor costs for securing
the Site will be charged to Tenant. Tenant is responsible for disabling the
intrusion alarm upon entering Site. if the intrusion alarm is activated and
City staff is required to respond, a $100.00 fee plus all applicable labor
costs for disabling the intrusion alarm will be charged to Tenant.
• If City staff is required to assist Tenant for any other reason at the Site, a
$50.00 fee plus all applicable labor costs for traveling to the Site and
assisting Tenant will be charged to the Tenant.
SECTION SEVEN
Termination
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A. This Agreement may be terminated upon thirty (30) days written notice from
Landlord to Tenant in the event Rent is not paid by Tenant on or before the annual Anniversary
Date of each year during the Initial Term or any Renewal Term, as applicable.
B. Except as otherwise provided herein, this Agreement may be terminated, without
any penalty or further liability, following sixty (60) days written notice as follows: (1) by either
party upon a material default of any covenant or term hereof (except for the payment of Rent) by
the other party, which default is not cured within sixty (60) days of receipt of written notice of
default unless such default may not reasonably be cured within a sixty (60) day period, in which
case, this Agreement may not be terminated if the defaulting party commences action to cure the
default with such sixty (60) day period and proceeds with due diligence to fully cure the default
and thereafter cures the default (without, however, limiting any other rights available to the parties
at law, in equity, or pursuant to any other provisions hereof); (2) by Tenant if it is unable to obtain
or maintain any license, permit, or other governmental agency approval necessary to the
construction and /or operation of the Tenant Facilities or Tenant's business; (3) by Tenant if the
Premises are or become unacceptable under the Tenant's design or engineering specifications for
the communication system network to which the Tenant Facilities belong; (4) by Landlord if the
Landlord in its sole discretion decides to sell the property or to discontinue use of the property for
a water tower.
C. If this Agreement is terminated, Rent shall be prorated as of the date of termination,
and, in the event of termination for any reason other than nonpayment of Rent, all prepaid Rents
shall be refunded to Tenant within ninety (90) days of said termination.
D. Upon termination, Tenant shall promptly remove the Tenant Facilities, including
foundations and underground wiring to a depth of at least three feet, at Tenant's cost and expense.
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SECTION EIGHT
Taxes
A. Tenant shall be responsible for any taxes and assessments attributable to and levied
upon Tenant's leasehold interest and leasehold improvements on the Premises. Nothing herein
shall require Tenant to pay any inheritance, franchise, income, payroll, excise, privilege, rent,
capital stock, stamp, documentary, estate or profit tax, or any tax of similar nature, that is or may
be imposed upon Landlord.
B. Tenant shall have the right but not the obligation to pay any taxes due by Landlord
hereunder if Landlord fails to timely do so, in addition to any other rights or remedies of Tenant.
In the event that Tenant exercises its rights under this Subsection 8B due to such Landlord default,
Tenant shall have the right to deduct such tax amounts paid from any monies due to Landlord from
Tenant.
C. If the Premises become subject to real property taxes and the taxability is not a
result of this lease or the Tenant's leasehold improvements, Tenant may at it option pay any
additional taxes that are levied or terminate this Agreement.
D. Notwithstanding anything to the contrary contained in this Section 8, Tenant shall
have no obligation to reimburse any tax or assessment for which the Landlord is reimbursed or
rebated by a third party.
SECTION NINE
Insurance
A. During the Term, Tenant will carry, at its own cost and expense, the following
insurance: (i) workers' compensation insurance as required by law; and (ii) commercial general
liability (CGL) insurance with respect to its activities on the Property, such insurance to afford
protection of up to Three Million Dollars ($3,000,000) per occurrence and Six Million Dollars
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($6,000,000) general aggregate, based on Insurance Services Office (ISO) Form CG 00 01 or a
substitute form providing substantially equivalent coverage. Tenant's CGL insurance shall contain
a provision including Landlord as an additional insured. Such additional insured coverage:
(i) shall be limited to bodily injury, property damage or personal and advertising injury
caused, in whole or in part, by Tenant, its employees, agents or independent contractors;
(ii) shall not extend to claims for punitive or exemplary damages arising out of the acts or
omissions of Landlord, its employees, agents or independent contractors or where such coverage
is prohibited by law or to claims arising out of the gross negligence of Landlord, its employees,
agents or independent contractors; and
iii) shall not exceed Tenant's indemnification obligation under this Agreement, if any.
(iii) Tenant shall provide Landlord Certificate of Insurance in a form acceptable to the
Landlord.
Tenant and its contractors shall provide Landlord with proof of workers'
compensation insurance covering all of Tenant's and its contractors' respective employees who
access the Premises in accordance with state law
B. Notwithstanding the foregoing, Tenant shall have the right to self - insure the
coverage required in subsection 9A. In the event Tenant elects to self- insure its obligation to
include Landlord as an additional insured, the following provisions shall apply (in addition to those
set forth in subsection 9A:
(i) Landlord shall promptly and no later than thirty (30) days after notice
thereof provide Tenant with written notice of any claim, demand, lawsuit,
or the like for which it seeks coverage pursuant to this Section and provide
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Tenant with copies of any demands, notices, summonses, or legal papers
received in connection with such claim, demand, lawsuit, or the like;
(ii) Landlord shall not settle any such claim, demand, lawsuit, or the like
without the prior written consent of Tenant; and
(iii) Landlord shall fully cooperate with Tenant in the defense of the claim,
demand, lawsuit, or the like.
SECTION TEN
Destruction of hremiges
If the Premises are destroyed or damaged so as to reasonably hinder the Tenant's effective
use of the Premises, either Landlord or Tenant may elect to terminate this Agreement effective as
of the date of the damage or destruction by notifying the other party not more than forty -five (45)
days following the date of damage. In such event, all rights and obligations of the parties under
this Agreement shall cease as of the date of the damage or destruction and Tenant shall be entitled
to the reimbursement of any Rent prepaid by Tenant. Landlord agrees to permit Tenant to place
temporary transmission and reception facilities on the Property at no additional rent until the
reconstruction of the Premises and /or the Tenant Facilities is completed, or Tenant is able to
activate a replacement transmission facility at another location; notwithstanding the termination
of this Agreement, any such temporary facilities will be governed by all of the terms and conditions
of this Agreement, including rent. Notwithstanding anything to the contrary herein, this Section
10 shall not require Landlord to rebuild or repair the Premises upon damage or destruction, unless
Landlord fails to terminate this Agreement as provided above, in which case Landlord will
promptly rebuild or restore any portion of the Property interfering with or required for Tenant's
permitted use of the Premises to substantially the same condition as existed before the casualty or
other harm. Landlord agrees that the rent shall be abated until the Property and /or the Premises
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are rebuilt or restored, unless Tenant places temporary transmission and reception facilities on the
Property.
SECTION ELEVEN
Condemnation
If a condemning authority takes all of the Property, or a portion sufficient, in the Tenant's
determination, to render the Premises unsuitable for the use which Tenant was then making of the
Premises, this Agreement shah terminate as of the date the title vests in the condemning a_athority.
The parties shall be entitled to share in the condemnation proceeds in proportion to the values of
their respective interest in the Premises. Sale of all or part of the Premises to a purchaser with the
power of eminent domain in the face of Erie exercise of the power, shall be treated as a taking by
condemnation.
SECTION TWELVE
Notices
All notices, requests, demands and other communications hereunder shall be in writing and
shall be deemed given if personally delivered or mailed, certified mail, return receipt requested or
by nationally recognized overnight courier to the addresses set forth below. Landlord or Tenant
may from time to time designate any other address for their purposes by providing written notice
to the other party.
If to Landlord: City of Lakeville
20195 Holyoke Avenue
Lakeville, MN 55044
Telephone: 952- 985 -4400
Fax: 952- 985 -4409
If to Tenant: New Cingular Wireless PCS, LLC
Attn: Network Real Estate Administration
Re: Cell Site # MNL03052
Cell Site Name LAKEVILLE (MN);
Fixed Asset No.: 10081766
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575 Morosgo Dr. NE
Suite 13 -F West Tower
Atlanta, GA 30324
With a required copy of the notice sent to the address above to AT &T Legal at:
New Cingular Wireless PCS, LLC
Attn: AT &T Legal Department
Re: Cell Site # NINLO3052
Cell Site Name LAKEVILLE (MN);
Fixed Asset No: 10081766
208 S. Akard Street
Dallas, Texas, 75202 -4206
A copy sent to the Legal Department is an administrative step which alone does not
constitute legal notice.
SECTION THIRTEEN
Title and Quiet Enioyment
A. Landlord warrants that: (1) it has full right, power, and authority to execute this
Agreement; (2) it has good and unencumbered title to the Premises free and clear of any liens or
mortgages; (3) the Premises constitute a legal lot that may be leased without the need for any
subdivision or platting approval; (4) the Premises are in compliance with all building, life /safety,
and other laws of any governmental or quasi governmental authority; and (5) Landlord will comply
with all applicable federal, state and local laws, orders, rules and regulations. Tenant, upon paying
the rent, shall peaceably and quietly have, hold and enjoy the Premises. Landlord shall not cause
or permit any use of the Property or the Premises that interferes with or impairs the quality of the
communication services being rendered by Tenant from the Premises. Notwithstanding the
foregoing, Tenant acknowledges that Landlord will need to perform maintenance activities on the
Property including painting and repairs of the water tower. Tenant agrees to cooperate with
Landlord in order to allow such work to be completed in a timely and efficient manner as well as
ensure continuous operation of the Tenant Facilities. If it is necessary for the Tenant Facilities to
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be relocated during maintenance of the water tower, Landlord agrees to allow Tenant, at Tenant
expense, to relocate portions of the Tenant Facilities, primarily antennas and coaxial lines, to
another location on the water tower or to a temporary tower facility on the Property for the duration
of the repairs.
B. Notwithstanding any other provision in this Agreement to the contrary, Tenant
acknowledges that Landlord makes no warranties, express or implied with respect to Tenant's
ability to expand its operations on the Premises beyond what is depicted on the exhibits attached
hereto.
SECTION FOURTEEN
Hazardous Substances
Tenant shall hold Landlord harmless from and indemnify Landlord against any damage,
loss, expense, response costs, or liability, including consultant fees and attorney's fees resulting
from the presence of hazardous substances on, under or around the Property or resulting from
hazardous substances being generated, stored, disposed of, or transported to, on, under, or around
the Property if the hazardous substances were generated, stored, disposed of, or transported by
Tenant or its employees agents or contractors. Landlord represents and warrants that to the best
of Landlord's knowledge, no hazardous materials exist on the Leased Premises. Neither party
shall be liable for any claims, losses or liabilities caused or permitted by the other party.
SECTION FIFTEEN
Indemnitv
Tenant shall indemnify Landlord and hold Landlord harmless from, any and all costs
(including reasonable attorney's fees and expenses) and claims, actions, damages, obligation,
liabilities and liens which arise out of (a) the breach of this Agreement by Tenant; and (b) the use
and/or occupancy of the Property, or the Premises, by Tenant, except to the extent attributable to
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the negligent or intentional act or omission of Landlord, its employees, agents or independent
contractors. This indemnity shall not apply to any claims, actions, damages, obligations, liabilities
and liens arising from any negligent or intentional misconduct of Landlord, its employees, agents
or contractors, and shall survive the termination of this Agreement.
SECTION SIXTEEN
Assignment
Tenant may not assign, or otherwise transfer all or any Part of its interest in this Agreement
or in the Premises without the prior written consent of L nndl_ord; provided, however, that Tenant
may assign its interest 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 (51 %) or more of its stock, or
to any entity with a net worth of at least Twenty Million Dollars ($20,000,000), or any entity that
acquires all or substantially all of the Tenant's assets in the market as defined by the Federal
Communications Commission in which the Property is located. Landlord may assign this
Agreement upon written notice to Tenant, subject to the assignee assuming all of Landlord's
obligations herein. In the event of a change in ownership, transfer or sale of the Property, within
ten (10) days of such transfer, Landlord or its successor shall send the following documents to
Tenant: new deed to Property, bill of sale (if applicable), new IRS Form W -9, completed and
signed AT &T Payment Direction Form, and full contact information for new Landlord including
phone number(s). Until Tenant receives all such documents, Tenant shall not be responsible for
any failure to make payments under this Agreement and reserves the right to hold payments due
under this Agreement. Notwithstanding anything to the contrary contained in this Agreement,
Tenant may assign, mortgage, pledge, hypothecate or otherwise transfer without 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
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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.
SECTION SEVENTEEN
Binding Effect: Successors and Assigns
This Agreement shall run with the Property. This Agreement shall be binding upon and
inure to the benefit of the parties, their respective successors, and assigns.
SECTION EIGHTEEN
Waiver of Landlord's Lien
Landlord waives any lien rights it may have concerning the Tenant Facilities which are
deemed Tenant's personal property and not fixtures, and Tenant has the right to remove the same
at any time without Landlord's consent.
SECTION NINETEEN
Miscellaneous
A. This Agreement constitutes the entire agreement and understanding of the parties,
and supersedes all offers, negotiations, and other agreements. There are no representations or
understandings of any kind not set forth herein. Any amendments to said Agreement must be in
writing and executed by both parties.
B. If either party is represented by a real estate broker in this transactions, that party
shall be full responsible for any fee due such broker, and shall hold the other party harmless from
any claims for commission by such broker.
C. This Agreement shall be construed in accordance with the laws of the State of
Minnesota.
D. If any term of this Agreement is found to be void or invalid, such invalidity shall
not affect the remaining terms of the Agreement, which shall continue in full force and effect.
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E. Either party will, at any time upon fifteen (15) days prior written notice from the
other, execute, acknowledge and deliver to the other a recordable Memorandum of Agreement
substantially in the form of the Exhibit "F". Either party may record this memorandum at any
time, in its absolute discretion.
F. 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, condition
or withhold its approval or consent.
G. Rental Stream Offer. if at any time after the date of this Agreement, Landlord
receives a bona fide written offer from a third party seeking an assignment or transfer of rent
payments associated with this Agreement which Landlord intends to accept ( "Rental Stream
Offer "), Landlord shall immediately furnish Tenant with a copy of the Rental Stream
Offer. Tenant shall have the right within twenty (20) days after it receives such copy to match
the Rental Stream Offer and agree in writing to match the terms of the Rental Stream
Offer. Such writing shall be in the form of a contract substantially similar to the Rental Stream
Offer. If Tenant chooses not to exercise this right or fails to provide written notice to Landlord
within the twenty (20) day period, Landlord may assign the right to receive the rent payments
pursuant to the Rental Stream Offer, subject to the terms of this Agreement.
Doc. #168684v.4 18
RNK: 7/16/2013
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first above written.
LANDLORD:
CITY OF LAKEVILLE, a Minnesota
municipal corporation
By:
Matt Little, Mayor
TENANT:
NEW CINGULAR WIRELESS PCS, LLC,
a Delaware limited liability company
By: AT &T Mobility Corporation
Its: Manager
BV
Print: /, 1 /rz ,/`/'.-
By:
Charlene Friedges, City Clerk
Name: Real Estate & construction Manager
Date: - ---- I d -V
Exhibit "A ": Description of the "Property"
Exhibit "B ": Description of the 'Premises"
Exhibit "C ": Description of "Tenant Facilities"
Exhibit "D ": Technical Minimum Site Standards
Exhibit `B ": Rent
Exhibit "F ": Memorandum of Lease
Doc. #168684v.4 19
RNK: 7/16/2013
STATE OF MINNESOTA )
ss.
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this day of
1 2013, by MATT LITTLE and by CHARLENE FRIEDGES, respectively, the
Mayor and City Clerk of the CITY OF LAKEVILLE, a Minnesota municipal corporation, on
behalf of the corporation and pursuant to the authority granted by its City Council.
STATE OF }
COUNTY OF
ss.
)
Notary Public
The foregoing instrument was acknowledged before me this a ! day of
l�sss�x 2013, by S&AZ4-P the
ac tree of AT &T MOBILITY CORPORATION, the
Manager o f NEW CINGULAR WIRELESS P
A •� KATHY LYNN LENERS
^.,, Notary Public rotary Public` '
.`r 'I Minnesota
\, ,� :/
My Commissior Erpiras Jan. 31, 2010
THIS INSTRUMENT WAS DRAFTED BY:
CAMPBELL KNUTSON
Professional Association
317 Eagandale Office Center
1380 Corporate Center Curve
Eagan, MN 55121
Telephone: 651- 452 -5000
RNK
Doc. 4168684v.4 20
RNK: 7/16/2013
EXHIBIT "A"
to
SITE LEASE AGREEMENT
DESCRIPTION OF PROPERTY
the North 700 feet of the South 600 feet of the East 243.83 feet of the Southeast
Quarter of the Southwest Quarter. Also the West 30 feet of the East 243.83 feet of the South 400
f C
�_ a e__.. n..�..�..c. L...e..e !'1.. tl ;,. -- on 25 Townslhin 1 14,, Range
feet o - a 0 east a{unr u� W, the Souu,wvVL . a. ............. . _ r --- -a-
21, Dakota County, Minnesota.
Doc. #168684v.4 21
RNK: 7/16/2013
EXHIBIT "B"
to
SITE LEASE AGREEMENT
DESCRIPTION OF PREMISES
[Exhibit B is to be attached in its entirety, consisting of 17 pages]
Doc. #168684v.4 22
RNK: 7/16/2013
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PV "f.TTBIT "C"
EXHIBIT li
SITE LEASE AGREEMENT
DESCRIPTION OF TENANT FACILITIES
Utility lines, transmission lines, electronic equipment, radio transmitting and receiving antennas,
supporting equipment and structures thereto.
Doc. #168684v.4 23
RNK: 7/16/2013
EXHIBIT "D"
to
SITE LEASE AGREEMENT
TECHNICAL MINIMUM SITE STANDARDS
All equipment must be housed in an RF tight, metal enclosure that provides at least 60 db
of attenuation to any internal RF signals. Desk -top base stations and open racks cannot
be used without special approval; additional shielding kits may be required.
2. At least 60 db of isolation for 450 MHZ, 800 MHZ, 900 MHZ and 1800 — 2000 MHZ
transmitters and 10 db of kolatinn for 110 MFT and 40 MHZ transmitters must be
provided; a harmonic filter must be provided on the transmitters between the antenna and
any ferrite device used. Additional filtering and isolation may be required and will be
considered on a case -by -case basis.
Maximum transmitter power allowed into the antenna feed line will be 110 watts per
transmitter. (Higher power levels will be considered on a case -by -ease basis; additional
protective devices may be required.)
4. Only jacketed copper Heliax cable will be permitted for transmission line at the site. All
on -site intercabling must use RG /9, RG /142, RG /214 or 1 /2 inch Superflex. RG /8 or any
other single shielded cable will not be allowed.
Proposed transmitters that will cause second order, third order or fifth order
intermoduiation products on existing receiver frequencies will not be permitted on the
site. A receiver with the same frequency as an existing second order, third order or fifth
order intermodulation product at the site, will not be permitted on the site.
6. All transmitters shall be equipped with band -pass cavities that will provide at least the
following attenuation of side band noise, if needed:
40 MHA band:
50 db at 1 MHZ
150 MHZ band:
50 db at 1.5 MHZ
450 MHZ band:
50 db at 2.5 MHZ
800/900 MHZ band:
50 db at 10 MHZ
1800/1900 MHz Microwave PCS:
50 db at 20 MHZ
Each cabinet must be identified by the owner's name, address and FCC station license; it
also must have the name and telephone number of the responsible service agency.
8. Prior to approving any application for antenna space at the site, an engineering study will
be conducted by the Engineer for the City of Lakeville, consisting of at least the
following items:
Doc. 4168684v.4 24
RNK: 7/16/2013
a. Intermodulation interference (IM) calculations of all transmitters and receivers
known to exist in the area at time of application. (Study will include 2nd, 3rd and 5th order IM
terms, and A + B — C, three - product terms.)
b. Transmitter noise and receiver desensing calculations of all equipment at the site.
C. Analysis of best equipment and antenna locations at the site.
d. Analysis of AC power requirements.
e. Report to prospective site user regarding application.
Doc. #168684v.4 25
RNK: 7/16/2013
EXHIBIT "E"
to
SITE LEASE AGREEMENT
Rent
AnnUal
22,800.00
23,400.00
24,000M
24,720.00
lC ' A0 . n
, A l W
October 1, 2017
Term
Commencing
Ending
October 1, 2012
September 31, 2013
October 1, 2013
September 31, 2014
October 1, 2014
September 31, 2015
October 1, 2015
September 31, 2016
October 1, 2016
September 31, 2017
Rent
AnnUal
22,800.00
23,400.00
24,000M
24,720.00
lC ' A0 . n
, A l W
October 1, 2017
September 31, MIS
26,160,00
October 1, 2018
September 31, 2019
$
27,000.00
October 1, 2019
September 31, 2020
$
27,840.00
October 1, 2020
September 31, 2021
$
28,680.00
October 3.
September 31, 2022
nn
October 1, 2022
September 31, 2023
$
30,480.00
October 1, 2023
September 31, 2024
$
31,440.0
October 1, 2024
September 31, 2025
$
32,400.00
October 1, 2025
September 31, 2026
d
33,350.00
October 1, 2026
September 31, 2027
$
34,320.00
October 1, 2027
September 31, 2028
$
35,400.00
October 1, 2028
September 31, 2029
36,480.00
October 1, 2029
September 31, 2030
37,560.00
October 1, 2030
September 31, 2031
$
38,640.00
October 1, 2031
September 31, 2032
$
39,960.00
October 1, 2032
September 31, 2033
$
40,560.00
October 1, 2033
September 31, 2034
$
41,16100
October 1, 2034
September 31, 2035
$
41,760.00
October 1, 2035
September 31, 2036
$
42,360.00
October 1, 2036
September 31, 2037
$
42,960.00
Doc, #168684v.4 26
RNK: WW2013
EXHIBIT "F"
To
SITE LEASE AGREEMENT
MEMORANDUM OF LEASE
(See Attached)
Doc. #168684v.4 27
RNK: 7/16/2013
PARCEL #: 22- 24500- 02-012
THIS DOCUMENT WAS DRAFTED BY
And
WHEN RECORDED RETURN TO:
MV, LLC
10590 W. Ocean Air Drive, Suite 300
San Diego, CA 92130
Re: Cell Site #: MNL03052
Cell Site Name: LAKEVILLE (MN)
Fixed Asset Number: 10081766
State: MN
County: DAKOTA
MEMORANDUM
OF
AGREEMENT
SPACE ABOVE FOR RECORDER'S USE
This Memorandum of Agreement is entered into on this day of
201, by and between City of Lakeville, a Minnesota municipal corporation, having a mailing
address at 20195 Holyoke Avenue, Lakeville, MN 55044 (hereinafter referred to as "Landlord ")
and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing
address of 575 Morosgo Drive NE, Suite 13F, West Tower, Atlanta, GA 30324 (hereinafter
referred to as "Tenant ").
1. Landlord and Tenant entered into a certain Site Lease Agreement for Water
Tower dated , 2013 (the "Agreement ") for the
purpose of installing, operating and maintaining a communications facility and
other improvements at Landlord's real property located in the City of Lakeville,
County of Dakota, commonly known as 11075 210th Street West. All of the
foregoing are set forth in the Agreement.
-1-
2. The Initial Term will be five (5) years ( "Initial Term ") commencing on October
1, 2012, with four (4) successive five (5) year options to renew.
3. The portion of the land being leased to Tenant (the "Premises ") is described in
Exhibit 1 annexed hereto.
4. This Memorandum of Agreement is not intended to amend or modify, and shall
not be deemed or construed as amending or modifying, any of the terms,
conditions or provisions of the Agreement, all of which are hereby ratified and
affirmed. In the event of a conflict between the provisions of this Memorandum
of Agreement and the provisions of the Agreement, the provisions of the
Agreement shall control. The Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs, successors, and assigns, subject to
the provisions of the Agreement
[NO MORE TEXT ON THIS PAGE - SIGNATURES TO FOLLOW ON NEXT PAGE]
-2-
IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement
as of the day and year first above written.
LANDLORD:
City of Lakeville,
a Minnesota municipal corporation
Matt Little, Mayor
TENANT:
New Cingular Wireless PCS, LLC,
a Delaware limited liability company
By: AT &T Mobility Corporation
Its: Manager
By: d1
Print Name:
Date:
C
Charlene Friedges, City Clerk
Date:
Title: Real Estate & Construatan Manager
Date: / ��a l�
3-
LANDLORD ACKNOWLEDGEMENT
STATE OF
COUNTY OF
SS.
I certify that I know or have satisfactory evidence; that Matt Little is the person who
appeared before me, and said person acknowledged that said person signed this instrument, on
oath stated that said person was authorized to execute the instrument and acknowledged it as the
Mayor of the City of Lakeville, a Minnesota municipal corporation, to be the free and
voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED:
Notary Seal
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the State of
-4-
LANDLORD ACKNOWLEDGEMENT
STATE OF )
1 SS.
COUNTY OF
I certify that I know or have satisfactory evidence that Charlene Friedges is the person
who appeared before me, and said person acknowledged that said person signed this instrument,
on oath stated that said person was authorized to execute the instrument and acknowledged it as
the City Clerk of the City of Lakeville, a Minnesota municipal corporation, to be the free and
voluntary act of such party for the uses and purposes mentioned in the instrument.
fi7m��91t7i
Notary
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the State of
-5-
TENANT ACKNOWLEDGEMENT
STATE OF )
SS.
COUNTY OF )
I certify that I know or have satisfactory evidence that 5 Q C. U
is the person who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument and acknowledged it
as the of AT &T Mobility Corporation, the Manager of New
Cingular Wireless PCS, LLC, a Delaware limited liability company, to be the free and
voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED:
Notary
.'F\ KATHY LYNN LENERS
1,' ,t N Puy li
".,; _;;/ Minnesota
�"� � My Commission Expires Jan. 31. 2016
(Signature of Notar )
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the State of
-6-
Exhibit 1 to Memorandum of Agreement
Legal Description
Street Address: 11075 210th Street West, Lakeville, MN 55044
Parcel #: 22- 24500 -02 -012
That certain Premises (and access and utility easements) on a portion of the real property
described as follows:
The North 200 feet of the South 6DO feet of the East 243.83 feet of the Southeast
Quarter of the Southwest Quarter: Also the West 30 feet of the East 243.83 feet of the South 400
feet of the Southeast Quarter of the Southwest Quarter, all in Section 25, Township 114, Range
21, Dakota County, Minnesota.
-7-
CERTIFICATE OF AUTHORITY - MUNICIPALITY/MUNICIPAL
ENTITY
IN RE:
a Minnesota
Name
Entity
We, the undersigned officers of the above -named Municipality /Municipal entity (the
"Municipality /Municipal entity "), hereby certify that we have reviewed the books and records of the
Municipality /Municipal entity, and that the individuals named below are the current Officers /Board
Members /Trustees /Superintendent of the Mnnici ality /Municipal entity holdin the ti tle inAicated:
NOTE: PLEASE HAVE ALL OFFICERS/BOARD MEMBERS /TRUSTEES/ETC., ACCORDING
TO YOUR BY- IIAVJS, SIGN T HIS CERTIFICATE Al�Ii CHECK TH N BOX F AUTHORIZED
TO SIGN ON BEHALF OF THE MUNICIPALITY/MUNICIPAL ENTITY.
Authorized Nance Title Sienature
Signatow —
( ✓if yes)
In
n
I■I
n
FOR
CHECK THE APPROPRIATE BOX FOR THE NUMBER OF REQUIRED TRANSACTION
DOCUMENT SIGNATORIES:
❑ 1 person ❑ 2 persons
DATED as of this
day of
❑ All
Other
20
10081766