2.7. ERMUSR 03-15-2016 *--
Elk River
Municipal Utilities UTILITIES COMMISSION MEETING
TO: FROM:
Elk River Municipal Utilities Commission Eric Volk- Water Superintendent
John Dietz—Chair
Al Nadeau—Vice Chair
Daryl Thompson—Trustee
MEETING DATE: AGENDA ITEM NUMBER:
March 15, 2016 2.7
SUBJECT:
Verizon Non-Exclusive Lease Agreement(Auburn Street Water Tower)
BACKGROUND:
We were approached by Verizon Wireless to attach their cellular antennas to our Auburn Street
Water Tower. The attachments will be similar to what was attached to the Gary Street and
Johnson Street Water Towers two years ago. The site will include a fenced in area with electrical
equipment and a generator. On the top of the tower there will be six antennas and twelve RRUs.
The lease agreement starts at$30,000 for the first year with a 4%increase every year after that.
The initial term is five years with an option to renew the lease four more times with each term
being five years.
This lease agreement is similar to the agreements ERMU already has in place with Verizon
Wireless.
ACTION REQUESTED:
Staff recommends the Commission approve the Verizon Non-Exclusive Lease Agreement and
the Memorandum of Tower Attachment Lease Agreement for the Auburn Street Water Tower.
ATTACHMENTS:
• Verizon Non-Exclusive Lease Agreement
• Verizon Memorandum of Tower Attachment Lease Agreement
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Non-Exclusive Tower Attachment Lease Agreement
This Tower Attachment Lease Agreement ("Lease") is executed this day of
, 2016, by and between Elk River Municipal Utilities ("Lessor") and Verizon
Wireless(VAW)LLC d/b/a Verizon Wireless("Lessee").
WHEREAS, Lessor owns an elevated water tank (the "Water Tower") located at 19533
Auburn Street, Elk River, Minnesota, on the property legally described on Exhibit A attached
hereto(the"Property") and designated by the Lessee as MINC-MILLENNIUM; and
WHEREAS, Lessor has adopted a Policy Statement Regarding the use of Lessor's
Property for Communication Antennas and Towers (the "Policy Statement"), which Policy
Statement provides, among other things, that priority in the location of communication facilities
on Lessor's Property shall be given to Lessor, to public safety agencies, to other governmental
agencies, and to private entities, in that order; and
WHEREAS, Lessee desires to lease from Lessor certain designated space on the Water
Tower to install, operate and maintain certain of Lessee's antennae, other equipment and related
devices (collectively, the"Equipment"); and
WHEREAS, Lessor desires to lease certain designated space for Lessee's Equipment on
the Water Tower,provided Lessee's Equipment does not interfere with Lessor's daily operations
and maintenance of the Water Tower, and provided further that Lessee will defend, indemnify
and hold Lessor harmless from and against any and all damages caused by the installation,
operation and maintenance of the Equipment.
NOW, THEREFORE, for and in consideration of the terms and mutual promises herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Lessor and Lessee agree as follows.
1. Grant of Lease
Lessor hereby grants to Lessee the right to install, maintain, and operate on, and to
remove communication equipment from, the Water Tower, and also grants certain easements
(the "Easements") over the Property for ingress, egress and utilities, during the Initial Term and
any Renewal Terms, as those terms are hereinafter defined. The Easements shall be as shown on
Exhibit B attached hereto. The Equipment shall be as described on Exhibit C attached hereto
and shall be located as shown on Exhibit C. Neither the location nor the extent of the Easements
or the Equipment shall be changed without the prior written consent of Lessor.
2. Use
Lessee shall be permitted to install the Equipment on the Property and to install or
improve utilities on the Property over the Easements. The Equipment, including the number,
location and mounting height of all antennas, and the size and location of all other Equipment,
shall be as described on Exhibit C and shall be installed only as depicted and shown on
Exhibit C. Exhibits B and C may be amended by Lessee, from time to time, without amending
this Lease, but only with the written approval of the Lessor, which approval may be conditioned
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or withheld by Lessor in Lessor's sole discretion. Notwithstanding the foregoing, Lessee may
make non-material modifications to Lessee's Equipment without consent, including but not
limited to maintenance, repairs, like-kind or similar replacements of Equipment, provided none
of the modified or replaced Equipment is larger than the Equipment approved by Lessor.
If installation of the Equipment requires relocation of existing communication equipment
(to include coax cable, antennae, brackets, hardware, etc.) owned by other communication
carriers, Lessee shall be responsible for obtaining the consent of such carriers and all costs and
labor associated with these modifications shall be the responsibility of the Lessee and shall be
considered to be an integral part of this Lease. Any agreements among various communication
carriers associated with these modifications shall be the responsibility of the Lessee. Lessee
shall defend, indemnify and hold Lessor harmless from any claim made by such other carriers as
a result of Lessee's acts or omissions.
Prior to the installation of any Equipment, all installation plans, including plans for the
attachment of Lessee's equipment, for the relocation of existing equipment owned by other
carriers, for any modifications to the Water Tower, and for the installation of any personal
property owned by the Lessee that is to be located on the Property or attached to the Water
Tower, must be approved by Lessor, which approval may be conditioned or withheld by Lessor
in Lessor's sole discretion. Lessor may also require proof of Lessee's ability to pay for all work
to be performed on the Property, prior to the commencement of such work by Lessee or Lessee's
contractors.
Any personal property owned by Lessee, whether fixed or attached to the Property or the
Water Tower, shall remain the exclusive property of Lessee, and the risk of loss to same will be
solely Lessee's. No Equipment shall be permanently attached or welded to the Water Tower
without Lessor's prior written approval. If welded attachments are approved, Lessee shall be
responsible for the cost of replacing interior or exterior tank coatings that are damaged by
welding. All replacement of coatings shall meet the exact specifications of the existing tank
coating, be performed by contractor's approved in advance by Lessor, and be completed within
thirty (30) days of the time that welding on the tank occurs. All costs associated with the new
coatings, to include operational costs (i.e., draining elevated tank), shall be paid on demand by
Lessee.
Lessor grants Lessee limited access to the Water Tower and the Property for the purpose
of installing, operating and maintaining the Equipment. Access to the Water Tower shall be
limited to such access as Lessor's authorized representative shall approve, in writing, which
access shall be consistent with Lessee's need to install, operate and maintain the Equipment and
Lessor's need to operate and maintain the Water Tower. Lessor shall have its personnel on site at
any time Lessee is accessing the Water Tower, and Lessee shall reimburse Lessor for Lessor's
costs to have its personnel on site, including Lessor's on-call or overtime costs if Lessor's
personnel are required to be on the site at times other than normal business hours. Lessee shall
give Lessor 12 hours notice in a non-emergency situation, or 1 hour notice in an emergency
situation, of its need to enter the Water Tower and Lessor shall arrange to have its personnel
present. Under no circumstances shall Lessee or its employees or agents enter the Water Tower
unless an employee if Lessor is present. Notwithstanding the foregoing, Lessee shall have
unrestricted access to its Equipment located on the ground space at all times.
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Lessee shall, prior to the installation of any Equipment on the Property, obtain all
required land use approvals, building permits, and other governmental approvals required for
installation and operation of the Equipment. Lessee shall also comply with all applicable
governmental regulations regarding the installation and operation of the Equipment, including,
without limitation, the requirements of the FCC, FAA, OSHA, and all other regulatory agencies
with jurisdiction over the Equipment (collectively, the "Regulatory Requirements"). Failure of
Lessee to comply with the Regulatory Requirements shall be a default, entitling Lessor to
exercise the remedies hereinafter set forth including,but not limited to,termination of this Lease.
Lessor agrees to cooperate with Lessee at no cost to Lessor with respect to obtaining any
required zoning or other governmental approvals for the Site, the Facilities and contemplated use
thereof. Furthermore, Lessee shall not allow its Equipment to interfere with the facilities of a
user with a higher priority pursuant to Lessor's Policy Statement, or a user whose use of the
Water Tower predates the Commencement Date of this Lease (such users being "Priority
Users").
3. Initial Term
The Lease is effective upon full execution hereof. The initial term of this Lease ("Initial
Term") shall be for a period of five (5) years commencing on the earlier of (i)Lessee
construction start or (ii)January 1, 2017 ("Commencement Date"). Lessee may terminate the
Lease for any reason or no reason prior to the Commencement Date, but agrees to reimburse
Lessor pursuant to paragraph 5(c) hereof for all of Lessors costs incurred prior to such
termination date.
4. Renewal Terms
Subject to Lessor's right set forth in item (2) of the following paragraph, Lessee shall
have the right to extend this lease four (4) times, for a period of five (5) years each (the
"Renewal Terms"). The Renewal Terms shall be on the same terms and conditions as set forth in
this Lease,except that rent shall be increased as provided in paragraph 5(b).
This Lease shall automatically be renewed for the Renewal Terms unless: (1)Lessee
notifies Lessor of Lessee's intention not to renew the Lease at least forty-five (45) days prior to
the expiration of the Initial Term or the Renewal Term which is then in effect; or (2)Lessor
notifies Lessee of Lessor's intention not to renew the Lease at least three hundred sixty (360)
days prior to the expiration of the Renewal Term which is then in effect.
•
5. Consideration
(a) Initial Term. Lessee shall pay to Lessor as rental the sum of Thirty
Thousand Dollars ($30,000.00) per annum ("Lease Payment"). The Lease Payment shall
be increased annually commencing one (1) year from the Commencement Date of this
Lease at a rate equal to four (4%) percent of the previous year's rental. The Lease
Payment shall be paid annually in advance with the first such annual payment due within
thirty (30) days after the Commencement Date and thereafter on each anniversary of the
Commencement Date,partial years to be pro-rated.
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(b) Renewal Term. In the event that Lessee elects to renew this Lease as
provided in paragraph 4, the Lease Payment shall be increased each year of the Renewal
Terms(commencing with the first year of the first Renewal Term)at the rate of four(4%)
percent of the previous year's Lease Payment.
(c) Reimbursement of Costs. In addition to the Lease Payments provided for
in paragraphs 5(a) and (b) above, and any other costs of Lessee identified elsewhere in
this Lease, Lessee shall reimburse Lessor for all of Lessor's costs to directly implement,
administer, and enforce this Lease, with copy of detailed invoice submitted to Lessee
from Lessor, including, without limitation: (i)Lessor's costs to retain a structural
engineer or other consultant to review Lessee's plans for installation of the Equipment
and to inspect the Equipment upon installation and annually, if determined necessary by
Lessor; (ii)Lessor's costs to retain a Radio Frequency Engineer to identify or resolve any
potential or actual interference issues with Lessee's Equipment at the commencement of
service by Lessee and at such other times as deemed necessary by Lessor; and
(iii)Lessor's legal fees and other consultant costs associated with the negotiation,
administration, and enforcement of this Lease.
(d) Taxes. Lessee shall reimburse Lessor for any personal property or other
taxes levied against the Property or Lessor as a result of the installation and operation of
Lessee's Equipment on the Property.
(e) Security Deposit. To secure payment for the reimbursement of costs
provided for in this Lease, Lessee shall deliver to Lessor a cash escrow in the amount of
$15,000.00 prior to installing any equipment or antennas on the Property. Lessor shall
hold this security until all of the work contemplated by this Lease is completed and all
amounts due for reimbursement of costs pursuant to this Lease have been paid by Lessee,
and shall release the security to Lessee at that time. Lessor may deduct from the security
any amounts due under this Lease and unpaid 30 days after written demand by Lessor.
6. Utilities
Lessee, at Lessee's expense, will arrange for separate metering for all required electrical
or other utility connections to support the Equipment, and shall promptly pay all utility costs
directly to the utility providers when due.
7. Water Tower Purpose
Lessee recognizes that the primary function of the Water Tower is to provide water
storage for Lessor and its customers. Lessee understands that it will be necessary, from time to
time, for Lessor to interrupt Lessee's use of the Property for maintenance of the Water Tower.
Lessor shall provide Lessee with at least ninety(90) days prior written notice for non-emergency
maintenance and, if requested by Lessor, Lessee agrees to remove its Equipment from the Water
Tower for such length of time as Lessor shall require to complete the maintenance (the
"Maintenance Period"). If required to remove its Equipment, Lessee shall have the right to
temporarily relocate its Equipment as provided below. Alternatively, Lessee may terminate this
Lease upon thirty (30) days written notice to the Lessor at any time during the Maintenance
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Period and neither party shall have any further rights or obligations arising hereunder, except
Lessee shall have the duty to remove its Equipment as set forth herein, repairing any damage
caused in the process, and the parties shall have those rights and obligations that are to survive
the termination of this Lease.
Lessee, at its sole cost and expense, may temporarily relocate its Equipment during a
Maintenance Period to a different location on the Water Tower provided, however: (a)that the
duration of such relocation shall not exceed the Maintenance Period; (b)that relocation space is
available on the Water Tower at a location sufficient to meet Lessee's coverage or engineering
needs and sufficient to allow the required maintenance to be performed by Lessor; (c)that the
temporary location is not being used or intended to be used by Lessor; (d)that the relocation will
not cause interference with any other equipment located on the Water Tower; (e)that the
temporary location will not interfere with the Lessor's maintenance or use of the Water Tower;
and(f)that Lessor has approved relocation to the temporary location in writing.
Alternatively,Lessee,at its sole cost and expense,may use a temporary transmission site,
or Cellular on Wheels ("COW"), during the Maintenance Period, provided that the location of
the COW is approved in writing in advance by Lessor.
The cost of painting and repairing the Water Tower shall be borne by Lessor, unless
damage to the Water Tower is caused by Lessee, in which case Lessee shall repair such damage
or, at Lessor's option,reimburse Lessor for Lessor's costs and expenses incurred in such repair.
The cost of painting Lessee's Equipment shall be borne by Lessee, and shall be performed
routinely to maintain the appearance of the Equipment and shall be the same color as the Water
Tower and must have prior written approval of Lessor. Lessor will not be responsible for
damage to the Lessee's equipment while Lessor is performing maintenance on the Property or
the Water Tower, except to the extent such damage is caused by the gross negligence or willful
misconduct of Lessor.
8. Representations and Warranties of Lessee
(a) Lessee represents and warrants that its installation, operation and
maintenance of the Equipment shall comply with all Regulatory Requirements.
(b) Lessee shall indemnify, defend and hold Lessor harmless from any claim
against Lessor related to Lessee's installation, operation and maintenance of the
Equipment, including, without limitation, any claims of contractors and subcontractors
and/or any claims of any person or entity for damages or injury related to the installation,
operation and maintenance of its Equipment.
9. Termination
Except as otherwise provided herein, this Lease may be terminated upon written notice as
follows:
(a) By either party upon a default of any covenant or term hereof by the other
party, which default is not cured within thirty (30) days of receipt of written notice of
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default (without, however, limiting any other rights available to the parties pursuant to
other provisions hereof);
(b) Upon thirty (30) days written notice by Lessee if Lessee is unable to
obtain or maintain, through no fault of Lessee, any license, permit or other governmental
approval necessary for the construction and operation of the Lessee's Equipment or
business, including its ability to manage a PCS network pursuant to which the space is
leased and the Equipment will be installed; or
(c) By Lessor by giving Lessee twelve (12) months written notice that the
Water Tower is going to be abandoned or relocated.
(d) By Lessee giving twelve (12) months written notice that use of the
Property is unacceptable for technical reasons, including the Property being unacceptable
as part of Lessee's network design as well as signal interference.
(e) By Lessor by giving Lessee: (i)twelve (12) months written notice that a
Priority User needs to use the Property for a use which is incompatible with Lessee's use
of the Property; or (ii)thirty (30) days written notice that Lessee's Equipment is
unreasonably interfering with the Equipment of a Priority User,provided that Lessor first
gives Lessee written notice of such interference and thirty (30) days within which to
resolve such interference with the Priority User.
Lessee may terminate this Lease other than as expressly provided above at any time, so
long as Lessee pays to Lessor as liquidated damages for early termination, twelve (12)
months of the then current rent for the year in which Lessee terminates. Such payment
shall be made within thirty(30)days of Lessee's written notice of termination.
In the event of termination of this Lease, the Lessee must remove all of its Equipment
from the Water Tower and the Property within sixty (60) days and return the Water Tower and
the Property to their original condition (as of the Commencement Date of this Lease), normal
wear and tear excepted. Lessee shall provide Lessor, at the Commencement Date of this Lease,a
letter of credit or performance bond or cash ("Security") in the amount of $10,000 to secure
Lessees compliance with this requirement. The Security shall be kept current at all times that
this Lease is in effect, and failure to keep the Security current shall constitute a default by
Lessee.
In addition to termination of this Lease, Lessor shall have all other rights and remedies
available to it at law or in equity(including an action for money damages or injunctive relief) in
the case of a Lessee default that remains uncured for a period of thirty (30) days after written
notice to Lessee; provided however that if a non-monetary default cannot reasonably be cured
within the 30-day period, this Lease may not be terminated if Lessee commences action to cure
the default within the 30-day period and proceeds with due diligence to fully cure the default.
10. Liability Insurance
During the Initial Term and the Renewal Terms, Lessee shall maintain, at its own
expense, insurance covering claims for public liability, personal injury, death and property
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damage under a policy of general liability insurance, with limits of not less than One Million
Dollars ($1,000,000.00) per person and Two Million Dollars ($2,000,000.00) per occurrence,
and property damage insurance of not less than Fifty Thousand Dollars ($50,000.00). Such
insurance shall include both Lessee and Lessor (as an additional insured) against liabilities
arising out of or in connection with Lessee's use or occupancy of the Property subject to the
standard exceptions found in the Commercial General Liability Insurance Policy. Landlord shall
also carry general liability and property damage insurance.
11. Environmental Compliance
Lessee warrants,represents and covenants that it will not bring on to the property, and its
use on the Property will not generate, any Hazardous Materials, except if approved by Lessor.
This Lease may be terminated by Lessor immediately if Lessee is responsible for Hazardous
Materials being on the Property. In such event Lessee shall be responsible for the removal of all
such Hazardous Materials from the Property and shall be liable to Lessor for any costs incurred
by Lessor to remove or clean up Hazardous Materials from the Property and shall indemnify,
defend and hold harmless Lessor for any liability due to the Hazardous Materials being on the
Property. Lessor represents and warrants to Lessee that it has no knowledge, having done no
investigation relating thereto, of any substance, chemical or waste on or affecting Lessor's
Property that is identified as hazardous, toxic or dangerous in any applicable federal, state or
local law or regulation(collectively"Hazardous Materials").
12. Interference
Lessee covenants that the Equipment will not cause interference with the operation of any
Priority Users. Lessee shall be responsible for curing any and all interference to the operation of
equipment of Priority Users, so long as Priority Users are lawfully operating. Subsequent to the
installation of the Lessee Equipment, other than Priority Users, Lessor will not permit its lessees
or licensees to install new equipment on or make any alterations to the Water Tower, if such
equipment or modifications cause interference with the operation of Lessee's Equipment.
13. Subrogation
(a) In General. All insurance policies required under this Lease shall contain
a waiver of subrogation provision under the terms of which the insurance carrier waives
all of its rights to proceed against Lessor or Lessee, as the case may be.
(b) Mutual Release. Lessor and Lessee each release the other and their
respective representative from any claims by them or anyone claiming through or under
them by way of subrogation or otherwise for damage to any person or to the Property and
to the fixtures,personal property, improvements and alterations in or on the Property that
are caused by or result from risks insured against under any insurance policy carried by
them and/or required by this Lease.
14. Notices
All notices or demands by or from Lessor to Lessee, or Lessee to Lessor, shall be in
writing. Such notices or demands shall be mailed to the other party at the following address:
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Lessor: Elk River Municipal Utilities
Attn: General Manager
13069 Orono Pkwy
P.O. Box 430
Elk River,MN 55330-0430
Lessee: Verizon Wireless(VAW)LLC d/b/a
Verizon Wireless
180 Washington Valley Road
Bedminster,New Jersey 07921
Attention: Network Real Estate
15. Destruction of Premises
If the Property or the Water Tower are destroyed or damaged so as to hinder the effective
use of Lessee's Equipment on the Water Tower in Lessee's reasonable judgment, Lessee may
elect to terminate this Lease as of the date of the damage or destruction by so notifying the
Lessor. In such event, all rights and obligations of the parties to each other Lessee to Lessor
shall cease as of the date of the damage or destruction (other than those obligations intended to
survive the termination of the Lease), and Lessee shall be entitled to a pro rata reimbursement of
any rent prepaid by Lessee. In the case of such termination, Lessee shall remove its Equipment
from the Property within sixty(60) days, repairing any damage caused in the process.
16. Title and Quiet Enjoyment
Lessor warrants that: (i)it has the full right, power and authority to execute this Lease;
and(ii) it has good and marketable title to the Property.
17. Assignment
Lessee may not assign or sublet its rights under this Lease without the prior written
consent of Lessor, which consent may be conditioned or withheld by Lessor, in Lessor's sole
discretion. Notwithstanding the foregoing, Lessee may, without notice to or consent of Lessor,
assign its rights under this Agreement in whole or in part to any entity controlling, controlled by
or under common control with Lessee, any entity acquiring substantially all of the assets of
Lessee,or any successor entity in a merger or consolidation involving Lessee.
18. Successors and Assigns
This Lease shall run with the Property described on Exhibit A and shall be binding upon
and inure to the benefit of the parties, their respective heirs, successors, personal representatives
and assigns.
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19. Miscellaneous
(a) Each party agrees to furnish to the other, within twenty (20) days after
receipt of written request, such truthful estoppel information as the other may reasonable
request.
(b) This Lease constitutes the entire agreement and understanding of Lessor
and Lessee with respect to the subject matter hereof 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 Lease must be in writing and executed
by Lessor and Lessee.
(c) If either Lessor or Lessee is represented by a real estate broker in this
transaction, that party shall be fully responsible for any fees due such broker and shall
hold the other party harmless from any claims for commission by such broker.
(d) This Lease shall be construed in accordance with the laws of the state in
which the Property is situated.
(e) If any term of this Lease is found to be void or invalid, such validity shall
not affect the remaining terms of this Lease,which shall continue in full force and effect.
(f) Lessor shall cooperate, at no cost to Lessor, with Lessee's efforts to
evaluate the Water Tower and to comply with governmental regulations affecting
Lessee's use of the Property by providing information about the Water Tower, the Water
Tower's location and prior filings made by Lessor with governmental agencies.
(g) Neither this Lease, nor a memorandum of same, shall be filed in the public
records without the prior written consent of Lessor.
(h) This Lease may be executed in two or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties, it being understood that all
parties need not sign the same counterpart.
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IN WITNESS WHEREOF, Lessor and Lessee have executed this Non-Exclusive Tower
Attachment Lease Agreement as of that date and year first above written.
LESSOR: Elk River Municipal Utilities
By:
Its:
Date:
By:
Its:
Date:
LESSEE: Verizon Wireless(VAW)LLC d/b/a Verizon Wireless
By:
Its:
Date:
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Exhibit A
TOWER ATTACHMENT LEASE AGREEMENT
DESCRIPTION OF THE PROPERTY:
Outlot A,Hillside Estates Fourth Addition, Sherburne County,Minnesota.
A-1
136
Exhibit B
TOWER ATTACHMENT LEASE AGREEMENT
DESCRIPTION OF EASEMENTS
See attached Survey
B-1
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Exhibit C
TOWER ATTACHMENT LEASE AGREEMENT
DESCRIPTION AND LOCATION OF EQUIPMENT
See attached drawing.
C-1
140
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EXISTING PROPERTY UNE MIN C
/ MILLENNIUM
141
(2) EXISTING OMNI ANTENNA
*O136VERALL.3'AGLSTRUCTURE HEIGHT
t2LfsSEE NOM SPACE (12) EXISTING ANTENNAS
7.0 AGt
GRADE 0 T
9926'AMS31/088)
NORTH
/011
MING
MILLENNIUM
142
DRAFTED BY
AND RETURN TO:
Hessian&McKasy,P.A.
3700 ROC Plaza
60 South Sixth Street
Minneapolis,MN 55402
(Site Name: MIN Millennium)
Space above this line for Recorder's use.)
MEMORANDUM OF TOWER ATTACHMENT LEASE AGREEMENT
THIS MEMORANDUM OF TOWER ATTACHMENT LEASE AGREEMENT is made
this day of , 20_, between Elk River Municipal Utilities, with a
mailing address at 13069 Orono Parkway, Elk River, MN 55330, hereinafter referred to as
"LESSOR," and Verizon Wireless (VAW) LLC d/b/a Verizon Wireless,with its address for notice
located at 180 Washington Valley Road, Bedminster,New Jersey 07921, hereinafter referred to as
"LESSEE". The City of Elk River owns a water tower (the "Water Tower") located at 19533
Auburn Street, Elk River, Sherbourne County, Minnesota, on the property legally described on
Exhibit A attached hereto (the "Property") and has designated LESSOR with authority to operate
and control the Property.
1. LESSOR and LESSEE entered into a Non-Exclusive Tower Attachment Lease Agreement
(the "Agreement") on , 20 , for an initial term of five (5) years,
commencing on the Commencement Date. Lessee shall have the right to extend the
Agreement four (4) times, for a period of five (5) years each. The Agreement will be
automatically renewed unless Lessee notifies Lessor of Lessee's intention not to renew the
Agreement at least forty-five (45) days prior to the expiration of the initial term or any
renewal term which is then in effect, or Lessor notifies Lessee of Lessor's intention not to
renew the Lease at least three hundred sixty (360) days prior to the expiration of the
renewal term which is then in effect.
2. Pursuant to the Agreement, LESSOR leased to LESSEE a portion of the Water Tower
together with certain ground space for the installation of LESSEE's equipment building
and other equipment,together with certain access rights over the Property.
3. The Agreement will commence on the earlier of(i)Lessee construction start or(ii) January
1,2017.
4. The terms, covenants and provisions of the Agreement, the terms of which are hereby
incorporated by reference into this Memorandum, shall extend to and be binding upon the
heirs, personal representative, successors and assigns of LESSOR and LESSEE.
MIN Millennium
Memorandum of Tower Attachment Lease Agreement
1
143
IN WITNESS WHEREOF, hereunto and to a duplicate hereof, LESSOR and LESSEE
have caused this Memorandum to be duly executed on the date written herein below.
LESSOR: LESSEE:
Elk River Municipal Utilities Verizon Wireless(VAW)LLC
d/b/a Verizon Wireless
By: By: '
Name: Phillip French
Its: Its: Executive Director--Network
D
Date:
Date:
Acknowledgments on following page
The remainder of this page intentionally left blank
MIN Millennium
Memorandum of Tower Attachment Lease Agreement
2
144
ACKNOWLEDGMENTS
LESSOR ACKNOWLEDGMENT
STATE OF MINNESOTA )
) ss.
COUNTY OF )
On this day of , 20 , before me, the undersigned, a Notary
Public in and for the State of Minnesota, duly commissioned and sworn, personally appeared
, to me known to be the of Elk River Municipal
Utilities, that executed the foregoing instrument, and acknowledged said instrument to be the free
and voluntary act and deed of Elk River Municipal Utilities, for the uses and purposes therein
mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
Print or Type Name:
Notary Public in and for the State of Minnesota
My appointment expires:
LESSEE ACKNOWLEDGMENT
STATE OF CALIFORNIA )
)ss.
COUNTY OF )
On this day of , 20 , before me, the undersigned, a Notary
Public in and for the State of California, duly commissioned and sworn, personally appeared
Phillip French, to me known to be the Executive Director—Network of Verizon Wireless (VAW)
LLC d/b/a Verizon Wireless, that executed the foregoing instrument, and acknowledged said
instrument to be the free and voluntary act and deed of Verizon Wireless (VAW) LLC d/b/a
Verizon Wireless, for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, 1 have hereunto set my hand and affixed my official seal the
day and year first above written.
Print or Type Name:
Notary Public in and for the State of California
My appointment expires:
MIN Millennium
Memorandum of Tower Attachment Lease Agreement
3
145
Exhibit"A"
(Legal Description) Page 1 of 1
Outlot A, Hillside Estates Fourth Addition, Sherburne County,Minnesota.
MIN Millennium
Memorandum of Tower Attachment Lease Agreement
146