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00-870Counal Filc # OO — $7O �{^. � f+. Green Sheet r � 0 e7..�3 � O R I l7 i i� H L RESOLUTiON � CI� OF SA1NT PAUL, MiNNESOTA 13 Presented Ey Co�aitte_c Date ?tefzrred To 1 WHEREAS, the City of Saint Paul does own fee simple title, "for the benefit of the Boazd of 2 Water Commissioners," to the water tower site commonly known as the Highwood Standpipe 3 site, which is located at 652 South McKnight Rd. in Maplewood, Minnesota: and 5 WHEREAS, Sprint Spectrum LLP desires to lease space at the Highwood Standpipe site to 6 install and operate a wireless communication system; and 8 WHEREAS, the Boazd of Water Commissioners did adopt Board Resolution No. 4731 which 9 approved a Lease Agreement with Sprint Spectrum LLP and requested the Honorable Councii of 10 the City of Saint Paul to likewise grant approval; now, therefore, be it 11 12 RESOLVED, That the Lease Agreement between the City of Saint Paul, the Board of Water 13 Commissioners, Saint Paul, Minnesota, and Sprint Spectnun LLP allowing the installation and 14 operation of a wireless communication system at the Highwood Standpipe site is hereby 15 approved and that the proper officers aze hereby authorized to execute said Lease Agreement on 16 behalf of the City of Saint Paul. Requested by Department oi; ,ydopted by Couacit: Date��a7 �a�� =,doption Certif'ied by Council Secetary . Er �� Approved by Mayor: Aate (`/G � Br. _ ��r��i'��./�,/ Saint Paul Regional Water Services By. �,G.r.: . �. /� General Manager Form Approved by City At[omey $r �{�_ � - F�-P 9. �5 , oa � � a�- �t�'<c.N�r o�' �f=lna.nc�a.l SP�"viCC App ved Mayor for Submusion to Council BY �� % I�`' " "" � Oo -P�o St. Paul Regional Water Services� 9/14/2000 R. Bullert 266-6274 � � TOTAL # OF SIGNATURE PAGES � GREEN SHEET �rnv�nontv'�P �•t5,6t� � No 102?3J �� 3❑..�,�� Y/5/a>❑..�.��„� Q.,,�.�..m...� ❑ (CLIP ALL LOCATIONS FOR SIGNATURE) 9-�S-o6 Approval of Council Resolution approving a lease agreement between the City of Saint Paul, the Board of Water Commissioners and Sprint Spectrum,,LLP allowing the installation and operation of a wsreless co�unication system at the Highwood Standpipe site in Maplewood. Attachments: I) Proposed Resolution -- 2) Lease Agreement 3) Board of Water Commissioners Resolution No. 4731 a P WNNING CAMMISSION CIB CAMMITTEE CIVIL SERVICE CAMMISSION $Oflrd Of [.J�tPr C:nmmi eci nnarg tiaz this ve��rm ever wcncea unaer a cont�act for this departmeM? YES NO H86 th's P��fin ever been a city emVloYce7 YES NO Does ihie G��m P� a slaN not iwrmalb0�sed bY anY wrteM citY empbyee? VES NO Is thia peisoNfiim a taipeted veneaYt . YES NO ITIATMG PROBI.EM ISSUE, OPPORTUNITY (Wtw, What, When, Where, Why) Sprint Spectrum, LLP desires to lease space on the Board of Water Commissioners` Highwood Standpipe site to operate a wireless communication system. Staff and the assistant city attorney prepared the attached lease which was approved by the Board of Water Commissioners on September 12, 2000. Because the City of Saint Paul owns the site for the benefiE of the Board of Water Commissioners, the City must also be a party to any lease of the site. �is_�m.:aP;ae Board of Water Commissioners will receive additional revenue. None. Revenue potential will not be realized. SOURCE co57�nEVENUe 6uoeErm (aacLE oqq ra No ACTIVRY NUMBER INFORMATION (IXPWt� . . v . d.�a' VQ��'� BOARD OF WATER CAMMISSIONERS RESOLUTION — GENEitAL FORM PRESEN7ED sY Harris COMMI5570NER oc -�7a No 4731 pA � SeDtembeT 12,.2000 WHEREa.S, Sprint Specirum L.P. desires to lease space &om the Boazd of Water Commissioners on its Highwood Avenue S`andpipe site located at 640 South McKnight Road, Maplewood, l�iinnesota �5119, to insiall and operate a wiraless intzmet s; s.zm; and �YHEREAS, staff and the assistant city attorney have prepared a Lezse Agree:ne�? which provides ior a five (�) yeaz lease and which automatically renews for three (3) additional five (5) yezr terms, starting at an annual iease raie of �17,000 and increasing each subsequent yeaz; and WHE�2EAS, the Lease A;reement is recoznmended for approval by staff and is approved as to form 'oy the city attorney's office; now, thereiore, be it RESOLVED, that the Lease Agreemert between the Board of Water Commissioners and Sprin# Soectrum L.P. is hereby approved substantially in the iorm submitted, and that the proper officers are hereby authorized to execute said Lease Agreement on behalf of the Board; and, be iti F�JILTHEI2 RESOLVED, that the Honorable Council of the City of Saint Paul is hereby requested to approve said Lease Agreement and to authorize the proper officers of the City of Saint Paul to execute said Lease Ag*eement on behalf of the City. Water Commissioners Yeas Cardinal Nay9 Harris Vice President Haselmann President Reiter Adopted by the Board of Water CommiaQioners Se�tember 12, � 2000 In favor 4_ Opposec�. � ��'�'"""' SECY. 00 -� SITE LEASE AGREEMENT Beiween Board of Water Commissioners and SPRINT SPECTRUM L.P. This Lease A�eement ("Lease") is entered into this day of , 2000, between the BOARD OF WATER COMiVIISSIONERS, Saint Paul, Minnesota, a municipal corporation mmder the laws of the State of Minnesota ("Lessor"), and SPRINT SPECTRUM L.P., a Delaware Limited Partnership, with an office at 9801 West Aiggins Rd., Suite 220, Rosemont, IL 60018 ("Lessee"). In consideration of the terms and conditions of this Lease, the parties agree as follows: l. Leased Premises. Lessor hereby leases to Lessee certain space located at and on the Lessor's Highwood Avenue Standpipe site located at 640 South McKnight Road, Maplewood, Minnesota 55119, which is legally described in attached E�ibit "A," Legal Description and Site Plan. The water storage facility and its appurtenances ("Structure"), and the Lessor's land upon which the Structure is situated are collectively called "the Property." The property interest leased and granted by the Lessor, ("Leased Premises") aze the following: • Ground space comprised of approximately 400 usable square feet. • Structure exterior space for attachment of antennas at 94 FAGL • Space required for cable runs to connect equipment and antennas • Non-exclusive easements required to run utility lines and cables • A non-exclusive easement across the Property for access No other space or property interests are being leased to Lessee except as described above and as described on E�ibit "A," Legal Description and Site PZan. 2. Terms/Renewals. (a) The terms of this Lease shall commence on the date first written above and shall terminate on December 31, 2005. Lessee and Lessor aa ee to enter into an addendum to this Lease confirming the Commencement Date, as contained in E�ibit "C," Memorandum ofLease Recording. (b) Lessee shall have the right to extend this Zease for three (3) additional five (5) yeaz terms (each a Renewal Term) subject to (c) below; (c) This Lease shall automaticaily be renewed for each successive Renewal Term unless Lessee is in default of any of the terms or conditions of this Lease, or unless Lessee notifies Lessor of its intention not to renew prior to commencement of the succeeding renewal term. 3. Rent Rent shail consist of Base Rent and such Additional Rent as may apply. Lessee shall make ail payments of Base Rent and Additional Rent to Lessor at the foIlowing address: Board of Water Commissioners 8 4th Street E, Ste. 4D0 Saint Paul, Minnesota 55101-1�07 Lessor's FIN number is # 41-b005�21 If this Lease is terminated, pursuant to the terms and conditions of this Lease, rent shall be pro-rated to the ternunation date or the date on which all of Lessee's equipment is removed from the Leased Premises, whichever is later. Lessee shali pay all rent annually in advance, on the first day of the term of this Lease and annually on or before the fust day of each January therea£ter, as indicated in the payment schedtile beIow: (a) Base Rent. Lessee shall pay Lessor, as rent, the sum of Seveuteen Thousand and No/Dollars ($17,000), ("Annual Rent"), peryeazbased upon Lessee's installation and operntion ofthe antenna facilities and freguencies identified in Extubit "B," Antenna Facilities and Frequencies, ("Antenna Facilities"), and located rvithin the Leased Fremises as shown on E�ibit "A,"Legal Description and Site PZan. The first year's rent shall be pro-rated to the end of 2000, and shall be paid within sixty (6o) days of the commencement date. The entire annual rent due hereunder shall be paid prior to January first of each succeeding year. Lessee may not install and/or operatz any additional antennas or related equipment beyond the antenna facilities and frequencies identified in E�ibit "B," Antenna Facil ities and Frequencies without a provision for additional rent and the prior written consent of Lessor, such consent not to be withfield or delayed without cause. (1) AnnualIncrease Commencing January 1, 2001, the rent shall be increased annually by four percent (4%) of the Annual Rent. (2) Re-evaluation at Renewal Term At the commencement of each Renewal Term, the Base Rent wiil be evaluated and establishe3 based on the following criteria: At least 360 days prior to the end of each five (5) year term Lessor shall notify Lessee in writing a request for a re-evaluation of the Base Rent. The re-evaluation deteimines whether the Base Rent for the first year of the ne� five (5) year term will be either: (1} as determined by the Annual Increase; or (2) the re-evaluated rent ("Re-Evaluated Rent") as calculated using the provisions detailed in this section. Included in the notification for re-evaluation, Lessor wiil N \CLERICAL�BOARDWgreementslLEASEISPRINNiighwood_OQ't po - $�o Base Rent. (continued) provide the Lessee with at least five (5) annual lease rates for similaz water tower sites in the Minneapolis metropolitan area If Lessee does not concur with Lessor's perception of the prevailing market rate as evidenced by Lessor's provided rates, Lessee will provide Lessor, in writing, with at least five (5) current lease rates paid by Lessee for similar water tower sites in the Minneapolis metropolitan area. The two hi�hest aad two lowest rents from Lessor's and Lessee's rates shall be discarded, and the remaining rents from both parties will be averaged together. The resulting rental rate is the calculated average for the re-evaluation at Renewal Term ("Calculated Average"). If either party is not sarisfied by the resulting Calculated Average, the unsatisfied party shall have the right Eo commission an appraisaI ("First Appraisal"), at its sole cost and expense, by an MAI c�ualified appraiser selected by Lessor and Lessee. Tn the event that the parties aze unable to reach a�eement upon an appraiser, either party may petition a court of competent jurisdiction for the appointment of such appraiser. If the higher of the First Appraisal and the Calculated Average is within one hundred twenty percent (120%) of the lower amount, the Re-Evaluated Rent shall be the average of the Calculated Average and First Appraisal . If the higher of the Calculated Average and First Appraisal is greater than one hundred twenty percent (120%) of the lower amount, Lessor and Lessee shall attempt in good faith to negotiate the Rent for the Renewal Term. If these negotiations aze not succesful, either pariy may require that a second appraisal ("5econd Appraisal") be conducted at the requesting party's expense by an MAI qualified appraiser selected by Lessor and Lessee. In the event that the parties are unable to reach agreement upon this appraiser, either pariy may petition a court of competent jurisdiction for the appointment of such appraiser. The Calculated Average, First Appraisal and Second Appraisal shall then be averaged and considered to be the Re-Evaluated Rent. The Base Rent for the firsY year of each Renewal Term shall be either the (1) Annual Increase, or (2) Re-Evaluated Rent , whichever is greater. In no event shall the annual instailment of rent due hereunder following such adjusiment or review be less than the amount of such installment in the previous year increased by four percent (4%). Should the re-evaluation process require more than 360 days to complete, the Annual Increase amount will be paid to Lessor prior to January 1 of the first year of the Renewal Term. Any incremental increase in rent that may be due as a result of the re-evaluation at Renewal Term will be paid by Lessee to Lessor forthe period between January 1 of the first yeaz of the Renewal Term and the date that the re-evaluation at Renewal Term is completed. (b) Additional Rent. Additional Rent means all amounts, other than Base Rent provided for in paragraph 3(a) above, that Lessee shall be obligated to pay under this paragraph or any other parao aph of this Lease. Additional Rent shall include the following fees, costs and expenses: Additional Rent. (continued) (1) costs for the repairs, improvements, or atterations required to be made by Lessee in Section 6. iLlaintenance arrd Repairs; (2) all tases on equipment personally owned by Lessee, general, or special. As a condition of Lessee's obligarion to pay any tas, Lessor shall provide Lessee documentation from the tasing authority indicating with reasonable certainty that the tax was directly attributable to Lessee's tenancy. Lessee shall have the rignt to file an assessment appeal, and Lessor shall cooperate in any such appeal as reasonably requested by Lessee, alI at Lessee's sole cost and e�ense; (3) all public utility rates, dues, and charges of any kind for utiliues used by Lessae at the Leased Premises; and (4) fees, costs, and expenses for property insurauce and/or uninsured losses as set forth in Section 13. Insurance. In the event that Lessee does not pay the required Additional Rent, Lessor may, at its option, and after ten (10) days prior written notice to Lessee, make such payments. Upon Lessor's notice to Lessee that it has made these payments, those amounts become due and payable by Lessee within thirty (30) days. (c) Lessee shall pay to Lessor a one time landscape screening fee of One Thousand and No/Dollars ($1,000). Said fee shall be paid within thirty (30) days of the commencement date. 4. Use ofLerued Premises. (a) Lessee may use the Leased Premises for the installation, removal, replacement, operation, and maintenance of facilities for the transmission and reception of radio communication signals in such frequencies as aze identified in E�ibit "B," Antenna Facilities and Frequencies and for the storage of related equipment in accordance witli tfie terms of ttris Lease. This use shall be non-exclusive and Lessorretains the rightto lease space to otherparties, providedthe use of such space does not interfere with Lessee's operations. Lessee shall use the Leased Premises in compliance with all federal, state, and local laws aud regulations. This Lease is contingent upon Lessee receiving all permits, license or approvais from all Iocai, state, or federal land use jurisdictions or agencies (e.g. F.A.A. and F.C.C.) for the intended use of the Leasad Premises. Lessee shall obtain a?1 such necessary permits, licenses or approvais. Lessor agrees to cooperate witt� Lessee, at Lessee's expense, in obtaining all sach necessary permits, ticenses or appravals. Lessee shali reimburse Lessor`s reasonable expenses for obtaining all licenses, permits and any and all other necessary approvals that may be required for Lessee's intended use of the Leased Premises. Lessee shall use the Leased Premises in compliance with all federal, state, and local laws and regulations. po -J'�o Use ofLeased Premises. (continued) (b) The primary use and purpose of the Leased Premises is for a water storage structure and appurtenances to provide water service to customers of the Lessor. Lessor's operarions in connection with pursuit of this primary use of the Leased Premises ("Operations") take prioriry over Lessee's operations and Lessor reserves the right to take any action it deems necessary, in its reasonable discretion, to repair, maintain, alter, or improve the Property in connection with its Operations. In the event that the use of the Structure for water service is jeopardized because of Lessee's operations on the Structure, Lessor shall provide written notice of such event to Lessee. Lessor and Lessee agree to work together to cure the occurrence which causes such jeopazdy. In the event of severe jeopardy (e.g. an antenna falling into the water Structure), Lessee shall immediately cease operations at that site. Only in the case of severe jeopardy may the Lessor remove Lessee's equipment. This severe jeopardy would be deemed an emergency situation. In the case of a non-severe jeopardy (e.g. a loose cable that blocks access through a caged ladder), Lessee shall make all good efforts to cure such jeopazdy within thirry (30) days of receipt of written notice of event. If Lessee does not cure such jeopazdy within thirty (30) days of receipt of written notice of event, said occurrence of jeopardy shall constitute an event of default as otherurise defined in Section 12. Termination. If circumstances beyond the control, of Lessee prohibit the jeopardy from reasonably being cured within tllirty (30) days, Lessee shail notify Lessor ofsuch circumstances and commence actions required to cure the jeopardy (e.g. assessing the problem, ordering necessary equipment) within seven (7) days of Lessor's written notice of jeopardy and shall diligendy pursue the cure to completion within a reasonable tune thereafter. 5. Installation of E'c�ipmenf and Leasehold Im�rovements (a) Lessee shall have the right, at its sole cost and expense, to install, operate and maintain in accordance with good engineering practices, and with all applicable Federal Communications Commission ("FCC") rules and regulations, on Yhe Leased Premises, all necessary equipment, personal property, and facilities which include radio transmitting and receiving antennas and frequencies not to exceed that designated in E�ibit "B," Antenna Facilities and Frequencies. (b) Lessee's initial installation of all Antenna Facilities and any and all subsequent revisions and/or modifications of the same, shall be subject to prior approval by Lessor. In the case of non- material revisions or modifications, Lessee shall provide oral notification of such plans, and Lessor shall provide oral approvat or objection within forty-eight (48) hours of receipt. Failure to make any oral objection within forty-eight (48) houts of receipt sha11 he deemed approval by Lessor. In the case of material revisions or modifications, Lessee shall provide written notice and Lessor shall approve or object to such plans within thirty (30) days ofreceipt, and failure to make any obj ection within said thirty (30) day period shall be deemed approval by Lessor. Any damage to the Property, Leased Premises, or any equipment thereon caused by Lessee's installarion and operations shall be repaired or replaced at Lessee's expense and to Lessor's reasonable satisfaction. Installafiorx of Eauipment and Lerueho[d Improvements. (continued) (c) Lessee shail provide Lessor with a site plan consisting of line or CAD drawings and diagrams of the Antenna Facilities and the improvements installed on the Property by Lessee, which show the actual location of all equipment and imgrovements. Said drawings shall be accompanied by a complete and detailed inventory of all equipment, persanal properry, frequencies, and Antenna Facilities, and shall be attached hereto as Exhibit "A," Legal Description and Site P1an and E�ibit "B;' Antenna Facilities and Frequencies, prior to installation. (d) The manner in which Lessee's Antenna Facilities or improvements are attached to the Structure shall be subject to prior written approval by Lessor. Lessor shall approve or object to the manner of aitachment withia ten (10) days of receipt of such plans, and Lesso�'s failure to make any objections within said ten (10) day period shall be deemed approvai by Lessor. (e) Prior to modifying or placing additionai �ansmitter or receiver frequencies on the Leased Premises, Lessee agrees to notify the Lessor at least si�y (60) days before the sa:ne are modified or additional frequencies aze added so tliat the Lessor can perform the necessary interference studies to insure that the modified or additional frequencies will not cause harnifiil radio interference to Lessor's or its existing tenants' operations. Lessee shall pay the reasonable costs for any such interference studies which will be performed by Lessor's own registered professional communications engineer. In the altemative, Lessee may perform the interference studies and submit the results to the Lessor. However, the Lessor, in its sole discretion, shail retain the right provided herein to submit the study results to its own registered professional communications engineer for review at Lessee's e�ense. 6. Maintenance and Renairs. (a) Lessee shall, at its own cost and expense, maintain its equipment in good and safe condirion and in compliance with applicable fire, health, building, and other life safety codes, and shall repair any part of the Leased Premises that was damaged by the placement of Lessee's equipment thereon. (b) Lessee shall have sole responsibiliTy for the maintenance, repair, and security of its equipment, personal properiy, Antenna Facilities, and leasehold improvements, and snall keep the same ia good repair and condition during the Lease Term. All Antenna Facilities and appurtenances affi�ced to the Structure snall be painted the same color as the Stracture. (c) Except in emergency situations, Lessor shall provide Lessee witli prior written notice o£ at least thirry (30) days when Lessor paints or repairs its Structure. Upon receiving sucfl notice, it �hall be the sole responsibiliry of Lessee to provide adequate measures to cover, protec� or remove, at Lessee's discretion, Lessee's equipment, personaL properiy and Antenna Facilities, and to protect the same from paint and debris fallout which may occur during the paint restoration process or repairs. In the event that Lessor's painring or repairing of the Structure or the Property causes Lessee's operation of the Antenna Facilities to be interrupted, Lessee may maintain a N:\CIERICAL\BOARD Wgreements\LEP,SEGSPRINTHighwood_ 6 00 -r�o Maintenance and Bepairs. (Continued) mobile site on the Properry or, after approval by Lessor, on any land owned or controlled by Lessor in the immediate area of the Property. Rent shall be abated on a prorated daily basis durin� such intemtptions if the interruption lasts for longer than thirty (30) days. 7. ProaertvAccess. (a) Lessee shall have access to the Leased Premises and Property twenty-four (24) hours a day, seven (7) days a week by means of existing access in order to install, remove, repair, operate, and maintain its Antenna Facilities. (b) Lessor is o anted supervised access to examine and inspect the Leased Premises for safery reasons and to insure that Lessee's covenants are being met. Lessor shall be Iiabie to and hold hannless Lessee from any damage to the Leased Premises or to Lessee's equipment and antenna facilities caused by Lessor in exercising its right to exaznine and inspect the Leased Premises. (c) Lessee may also, at its own cost and expense, enter upon the Property to study and determine the Property's suitability for any other use of Lessee, which studies may include surveys, radio wave propagation measurements, or field strength tests. 8. I7tilities. Lessor makes no representations that utilities adequate for Lessee's use of the Leased Premises aze available. Lessee will pay for all utilities used by it at the Leased Premises. Lessor will cooperate with Lessee in Lessee's efforts to obtain utilities &om any location provided by Lessor or the servicing utiiity. 9. Personal Propertv and Real Estate Taxes If any of Lessee's improvements constructed on the Leased Premises should cause the Property, or any portion of it, to be taxed for real estate purposes, it shall be the liability of Lessee to pay that portion of such properiy tases directly attributable to Lessee's equipment, provided Lessor shall give Lessee prior written notification of such taxes so that Lessee will have the opportunity to appear before the taxing anthority to contest such tases. Notwithstanding Lessee's nght to contest such taxes, Lessee shall pay its shaze of such taxes within ninety (90) days of receiving notice of the same. I0. Comnliance and Statutes Regulatdons andAp rp ovals Lessee's use of the Leased Premises herein is contingent upon its obtaining all certificates, permits, zoning, and other approvals that may be required by any federal, state or local authority, including but not limited to an engineering study and a radio frequency interference study. Lessee's Antenna Faciliries and any other facilities shall be erected, maintained, and operated in accordance with all state or federal or local or municzpal statutes, ordinances, rules, or regulations now in effect, or that hereafter may be issued by the FCC or any other governing bodies, and in accordance with any Leased Premises standazds annexed hereto as Extubit "D," Technical Minimum Site Standards. II. Inter erence. (a) All frequencies proposed for initial use shall be evaluated by Lessor's communications registered professional engineer. Lessee shall pay the reasonable costs of such evaluaTion. Lessee shall not transmit or receive radio waves at the Property until such evaluation has been satisfactorily completed. (b) Lessee's installation, operation, and maintenauce of its transmission facilities shall not damage or interfere in any way witti Lessor's operations, inciuding Lessor's radio frequency transmission, or repair and maintenance activities. Lessor's operations take priority over Lessee's operations and Lessor reserves the right to take any action it deems necessary, in its reasonable discretion, to repair, maintain, alter, or improve the Pmperty in connection with Lessor's Properry ogerations as may be necessary. For all substantial improvements or repairs, Lessor agrees to provide Lessee with at least sixty (60) days advance notice of the same and to reasonably cooperate with Lessee to catry out such activities with a minimum amount of interference to Lessee's transmission operations. For minor repairs or maintenance Lessor agrees to give two (2) days advance notice of aay such activities to Lessee and to reasonably cooperate with Lessee to cany out such activities with a minimum amount of interference to Lessee's transmission operations. Nonetheless, if Lessor's use of the Properiy does cause interference with Lessee's operation, the Lessor sfiall not be responsible, ancF, at Lessee's cfioice, Lessee may terminate this Lease under the notice provisions and conditions as contained elsewhere in this Lease. In the event of an emergency situation which poses an immediate threat of substantial harm or damaae to persons and/or property on the Laased Premises, Lessor may enter the Leased Premises aud take such actions as aze required to proteci individuals or personal property from such unmediate threat of substantiat harm or damage; provided that promptly afrer such emergency enhy into the Leased Premises, and in no event later than twenty-four (24) hours after such enhy, Lessor gives written notice to Lessee of Lessor's entry onto the Leased Fremises. (c) In its use of the Leased Premises, Lessee may not interfere with the Operations of Lessor or other parties who were occupants of the Properiy prior to the commencement date of this Lease, provided that the equipment used by I;essor or otker occupants is operating within the technical perimeters specified by its manufacturer and/or as defined by the FCC. In the event of any such interference, Lessee shall take all actions necessary to immediately etiminate such interference in accordance with reasonable technical standards. In the event Lessee cannot correct the interference, Lessee shall have the option to terminate this Lease without further liability hereunder, upon sizty (60) days written ttotice to Lessor. (d) Lessor will not �aat a lease To any other pariy for use of the Property, if such use would or is likely to interfere with Lessee's operations on the Leased Premises. Any future lease by Lessor ofthe Property to additional parties which permits the instaliation of communications eqnipment sfiaI1 be conditioned upon not interfering with Lessee's use of the Leased Premises, and shall be terminated if interference occurs and is not corrected within a reasonable time. Notwithstanding the foregoing, Lessee acknowledges that Lessor may lease the Properry, or any part of it, to otiier parties in close proximity to the Leased Premises, and Lessee agrees to work cooperatively with any such other parties, using accepted technical standards in accordance with FCC standards, to ensure that such other parties' vse and Lessee's use wiIl be compatible and wilt not cause N:\CLERICAL�BOARD WgreementslLEASEtSPRINTHighwoad_0a� �o -r�o Interference. (Continued) interference with each other. Lessor agrees that it will require the same obligation of all such future parties in any lease or agreement with such future parties. Further, Lessee aa ees to meet the conditions set forth in E�ibit "D," Technical Minimum Site Standards. (e) Lessor in no way guarantees to Lessee noninterference with Lessee's transmission operations, provided, however, that in the event that any other pariy requests permission to place any type of additional anteana or transmission facility on the Property, the procedures of this Section shall govem to determine whether such antenna or transmission facility wiil interfere with Lessee's transmission operations. If Lessor receives any such request or proposal from a party seeking to lease space on the Property, Lessor shall submit the proposal complete with all technical specificarions reasonably requested by Lessee to Lessee for review for noninterference. Lessee shall have thirty (30) days following receipt of said proposal to make any objections theretq and failure to make any objection with said thirty (30) day period shall be deemed consent by Lessee, subject to interference provisions of paragraph 11(c) of this Lease, to the installation of antennas or transmission facilities pursuant to said proposal. Lessee shall not be responsible for the expenses incurred in any independent validation of such interference objections. ( fl In the event that Lessee or other tenants on the Property experience interference of their approved frequencies and they cannot reach agreement as to the cause and remedy of such interference, the Lessor's own registered professional communications engineer shall determine such cause and remedy and Lessee shall abide by the engineer's determination. Lessor agrees that it will require the same obligation of ail such future parties in any lease or agreement with such other parties. (g) Without luniting the foregoing or any other remedy, Lessee shall have the right to terminate this Lease upon sixty (60) days written notice in the event its reception or transmission is interfered with by Lessor or its other tenants' equipment, such right to terminate shall bewme void if Lessor cures such interference within thiriy (30) days of receipt of written notice. I2. Terminatdon. Except as otherwise provided herein, this Lease may be terminated by either party upon sixty (60) days written uotice to the other party for the following reasons: (a) by either pariy upon a default of any covenant or term hereof by the other party, wiuch default is not cured within sixry (60) days of receipt of written notice of default to the other party (without, -howevei, limi#ing auy other rights of the parties at Iaw, in equity, or pursuant to any other provisions hereo fl, or if such cure cannot be completed within sixty (60) days, within such reasonable time as may be required provided the defaulting party commences the cure within ten (10) days of receipt of written notice of default and diligently pursues such cure to completion. (b) by Lessee if it is unable to obtain or maintain any license, permit, or other governmental approval necessary for the construction and/or operation of the Antenna Facilities or Lessee's business; Terminatian. (Continued) (c) by Lessee if the Leased Premises is or becomes unusable under Lessee's design or engineering specifications for its Anteana FaciIities, or communications system. (d) by Lessor, ii it dete;mines, after review by 2n independent structural engineer, that the Properiy is strucnu�ally unsound, including but not limited to consideration of age of the structure, damage or destruction of all or part of the Froperty from any source, or factors reiating to condition of the Property; (e} by Lessor if Lessee fails to pay rent provided for in Section 3. Rent within thirry {30) days of receipt of written notice from Lessor of a zent or oiher payment being overdue. I3. Insurance. (a) Lessee shall obtain and maintain adequate insivance to protect the parties against any and alI claims, demands, actions, jud�nenYs, e�enses, and liabilities which may arise out of or result from Lessee's use of the Leased Premises. Any agpticable policy sha211ist the Lessor aud the City of Saint Paul as additional insured, and shall provide that it will be the primary coverage. The insurance coverage must include, at a m;n;mum, Comprehensive General Liability Insurance Coverage, including premises/operation coverage, bodily injury, property damage, independent contractors liability, compieted operations coverage, and contractuat liability coverage, in a combined single 1'unit of not less than One Million Five Hundred Thousand Dollars (�1,SOO,D00) per oc�arrence, subjeci to Three MiIlion Dollars ($3,000,000) aggregate. Lessee may satisfy this requirement with underlying insurance and/or an umbrella policy. (b) Lessee shall provide Lessor, prior to the Commencement Date and before each Renewal Term ofthis Lease, evidence ofthe required fnsurance in the form of a certificate of insurance issued by an insurance company licensed to do business in the State of Minnesota, which includes all coverage required in patagraph 13(a) above. Said certificate shall also provide that the coverage may not be canceled, or non-renewed, or materially changed without thirty (30) days written notice to Lessor. 14. Indemnity. Lessee agrees to indemnify, defend, save, and hold harmless the Lessor and the Ciry of Saint Paul, and/or any agents, officers or employees thereof from all claims, demands, actions, or causes of action of whatsoever natuze or character, arising out of, or by reason of, the Lease of the herein described Leased Premises by the Lessor to Lessee, or arising out of, or by reason of, the use or condition of the Leased Premises, or as a result of Lessee's operations'or business activities taking place on the Leased Premises, provided the same is not due to the contributory negligence or wiilful misconduct of the Lessor, the City of Saint Paul and/or any agents, officers, or employees thereof. It is fully understood and agreed that Lessee is aware of the conditions of the Leased Premises and leases the same "as is." �5. Dama2e or Destructian Tf ttte Property or any portion thereof is c3estroyed or damagec3 so as to hinder its effective use, Lessee may elect to terminate this Lease upon thirty (30) days written notice to Lessor. In such event, all rights aud obligations of the parties shall cease as of the date of tke damage or destruction aad Lessee sha11 be enritled to fl�e reimbursement of any rent prepaid by Lessee, prorated to the date of ttte event N:\CIERICAL�BOAROWgreementslLEASEISPRINTViighwoad_001 10 �_�o 16. Notices. P.11 notices, requests, demands, and other communicarions hereunder shall be irt writing and shall be deemed given when personally delivered or mailed, certified mail, return receipt requested,to the following addresses: If to Lessor, to: Board of Water Commissioners Atin: Bill Tschida 8 Fourth Street East, Suite 400 Saint Paul, i � 55101-1007 If to Lessee, to: Sprint Spectrum L.P. Aitn: 7ames G. Meyers 9801 West Hig�s Road Suite 220 Rosemont, IL 600118 with a copy to: Sprint Spech�um L.P. 4900 Main Kansas City, MO 64112 17. Representations and li'arranties. {a) Lessor represents that (i) it has full right, power, and authority to execute this Lease; (ii) it has good and unencumbered title to the Properry free and clear of any liens or mortgages, subject to such liens of record; (iii) Lessee shall have quiet enjoyment of the Leased Premises during the term of this Lease in accordance with its terms. (b) Lessor represents that it has no knowledge of any substance, chemical or waste on the Property that is identified as hazatdous, toxic or dangerous in any applicable federal, state or local law or regulation as defined in paragraph 1� (c) of this Lease. Lessee represeffts and warrants that its use of the Leased Premises herein will not generate and it wili not store or dispose on the Properry nor transport to or over the Property any hazardous substance, chemical or waste contrary to any law or regulation. Lessee further agrees to hold Lessor harmless from and indemnify Lessor against any release of any such hazardous substance, and any damage, loss, expense, or liability resulting from the breach of this representation or from the violation of any state ar federal law by such release associated with Lessee's use of hazazdous substances, including payment of all attomeys' fees, costs, and penalties incurred as a result thereof, except for any release caused by the negligence or willful misconduct of Lessor, its empioyees, or agents. (c) "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous, or toxic or radioactive substance, or other similar term by any federal, state, or local environmental law, regulation or rule presenfly in effect or promulgated in the future, as such laws, regulations, or rules may be amended from time to time. Lessor acknowledges Lessee's use of batteries as back-up power and deems them acceptable as long as such batteries aze used in accordance with a11 applicable laws and good engineering practices. (d) The individuals signing and executing this agreement on behaif of Lessee warrant that they have the requisite corporate power and authozity to enter into and perform this agreement on behalf of Lessee. I8. No Liabiliiy on Lessor. Except due to Lessor's willful misconduct or gross negligence, Lessor shall not be liable for any damage to Lessee's equipment or facilities, and Lessor shall not be liable foz vandalism or malicious mischief caused by third parties, known or unknown, to Lessee's equipment or facilities. I9. Assimemext (a) Lessee may not assign or sublet this Lease without the prior written consent of Lessor, wiuch consent shall not be withheld or delayed without reasonable cause, Notwithstanding the provisions of this paragraph, Lessee shall have the right, without Lessor's consent, to assign this Lease to any financially responsible parent, subsidiary, or affiIiate of Lessee or any corporation into which Lessee may be merged or consolidated or which purchases all or substanrially aIl of the assets of Lessee, as long as assignee assumes the obligations of this Lease. Any approved sublease that is en#ered into by Lessee shall be subject to all of the provisions of this Lease. (b) The parties acknowIedge ttiat this is a nonexclusive Ieasz. Nothing in ttus Lease shall preciude Lessor from leasing other space on tfie Property to any other person or entity wiuch may be in competition with Lessee, or any other parry, subject ro the conditions set forth in Section 11. Interference. 2d. Successors and�4ssi;ns. This Lease shali run with the Property. This Lease shal2 be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 21. Surrender ofPremises. At the expiration of the initial term of this Lease, or any Renewal Term, or any earlier termination of tkis Lease, Lessee skall quit peacefutly aud surrender possession of said Leased Premises in as good condition as when it was delivered to Lessee, reasonable wear and tear and casualty loss excepted. Lessee shall remove its equipment, personal property, Antennas Facilities, and leasehold improvements from the Property on or before date of expiration or termination, and shall repair any damage to the Property caused by such equipment, all at Lessee's own cost and expense. 22. Markin� and Lin htingReauirements. Lessor aclmowledges that it shall be responsible at Lessor's sole cost and ea�pense, for compliance with all building marking and lighting requirements that �lie Fedezal Aviation Administtation ("FAA") may require with respect solely to the height of Lessor's Structure. The responsibility, however, is expressly limited to the requirements that would be required of an elevated water storage faciliiy having no communications equipment installed on it, irrespective of Lessee antennae. Lessor shall indemnify and hold harmless Lessee from any fines or other Iiabilities caused by Lessor's faiIure to comply with such requirements for the elevated water stonge facility Structure. Further, should the FAA cite Lessee or in the eveut any claims are brought against Lessee because the Structure alone is not in compliance as opposed to the water Structure and anteanae, then Lessor shall indemnify Lessee for full costs, Iiabilities, damages and eapenses, including reasonable attomey's fees. Further, if Lessor does not cure the condirions of noncompliance on the Structure within the time fcame alIowed by the citing agency, Lessee may terminate this Lease immediately without any further liabiiity hereunder upon written notice to Lessor. N:ICLERICAL�BOARDWgreements�LEASESSPRINTHighwoad_001 12 a o -Y�o [Ylarkin� and Lighting Re�uirements. (Continued) Lessee acknowledges that it shall be responsibie at Lessee's sole cost and expense, for compliance with ail building mazking and li�hting requirements that the Federai Aviation Administration ("FAA") may require with respect to Lessee's antennae. In the event the F_AA determines that Lessor's water tank needs to be marked, lighted, or in any way modified due to the existence of Lessee's anteanae, Lessee shall have the option to mark and light the tank at its own expense, or to terminate this Lease, pursuant to Section 12. Termination, and remove all its equipment at its own cost without any further liability to either parry hereunder upon thirty (30) days written notice to Lessor. Said mazking, lighting and modifying shall be subject to prior written approval by Lessor, such approval not to be withheld without cause. Lessor sk�all approve or object to such plans within thirry (30) days of receipt, and failure to make any objection within said thirty (30) day period shall be deemed approval by Lessor. 23. RFCom�iance. (a) Lessor's communications registered engineer may perform a radiation survey of the Property following Lessee's uutial RF transmissions on the Premises. Lessee shall pay the reasonable costs for such survey, which costs shall not exceed $1,000. (b) Lessor shall cooperate with and permit Lessee to implement reasonable measures at the transmitting site, including restricting public access and posting signs and markings, in order for Lessee to fulfill its Radio Frequency exposure obligations. Lessor agrees that in the event any future lessee ("Future Lessee") causes the entire site to exceed FCC Radio Frequency radiation lunits, as measured on the Premises, Lessor shall hold the Future Lessee liable for such later-arising non- compliance. 24. Cottage Avenue Stand�e Siie Improvements Lessee currently leases space from Lessor at its Cottage Avenue Standpipe site located at 2100 East Cottage Avenue, Saint Paul, Minnesota 55119 referrer3 ko by Lessee as St. Paul Water Tower, Site Number MS03XC472. Pursuant to Lessee's letter dated July 25, 2000, within sixry (60) days of the commencement date of this Lease, Lessee shall punt all Antenna Facilities and appurtenances �xed to the water sYandpipe structure in a color which matches the struchue as close as is possible, all at Lessee's sole expense. 25. Miscellaneous. (a) Each party a�ees to fiunish to the other, within twenty (20) days after notice of receipt of the request, such truthful estoppel information as the other party may reasonably request. (b) This Lease constitutes the entire agreement and understanding of the parties and supersedes any and all offers, negotiations, or other agreements of any kind. There aze not representations or understandings of any kind not set forth herein. Any modification of or amendment to this Lease must be in writing and executed by both parties. Miscellaneous. (Continued) {c) This Lease shall be construed in accordance with the laws of the State of Minnesota. An"y legat action may only be commenced and proceed in the relevant district court in Ramsey County, Saint Pau1, Mianesota. (d) If any term of this Lease is found to be void or invalid, such invaiidiry shall not afFect the remaining terms of this Lease, which shall continue in fuil force and effect. (e) Upon request by Lessee, Lessor agrees to execute a recordable i�iemorandum of this Lease. ( fl Any claim, controversy or dispute arising out of this Lease shall be settled by binding azbitration in accordance with the applicable rules of the Americau Arbitration Association, arx3 judgment upon the awazd rendered by the azbitrator may be entered in any court having jurisdicrion thereof. The azbitration shall be conducted in the county where the property is Iocated. The azbitrator shatl have the authority only to awar3 compensatory damages and shall not have autsority to award punitive damages or other noncompensatory damages. The parties hereby waive all rights to and claims for monetary awards other than compensatory damages. The azbitrator sha11 be either a retired judge Qr another professzona2 whose expertise includes the subject area of the dispute. (g) E�ibits "A" through "D" listed below are hereby incorporated into ttus Lease by reference. E�ibit "A" Legal Description and Site Plan E�ibit "B" Antenna Facilities and Frequencies Ezc�ibit "C" Memorandum ofLease Recording E�ibit "D" Technical Minimum Site S#andards END N:tCIERICALl80ARDWgreementstLEASEISPRINiUtighwood_00� � 4 p _�fl IN WITNESS WHEREOF, the parties hereto have executed this Lease, the day and year first above written. Lessor: A.DPROVED: By Bemie R. Bullert, General Manager Saint Paul Regional Water Services Approved as to form: I� Assistant City Attomey APPROVED: BOARD OF WATEI2 CDi1�Ll�IISSIONERS FPi 141-6005521 By James C. Reiter, President Janet Lindgren, Secretary CI'�'Y O�' SAINT PAiTi�: By Mayor By Ciry Clerk By Di:ector, Office ofFinancial Services Lessee: SPRI�T SPECTRUYI L.P. By By Its Legal Counsel James G. Meyers, Director of Site Development N:\CLERlCAL\BOARDWgreementslLEASEISARINTHighwood_00� 15 Q � C L � � O n {.�.� Q W Z L � � Z � � � � � � � � 11 � . t 0 � � ° �� o=`s 0 0 < _ � � 0 0 � _ � m � � E � � _ - V U V U W C G w w�� Cy oN��W�w� r� G< O w V �n =m C� �= o� V o; ii 00 ¢¢ � m _ U 6 � > w U Q � w N Q m _ O � � O S" m ° � F � � F� C � �� i\ 3�z pw Om pb �b V 3� (/i � �g �g= �� :, o „ ° P �- -- : " — � =- _- yW �� _% °� �$ �< N<iwi� Zw � 1 <5 65WZO� �� W GriC K b� `=� r� < Z�-+ o o a ' �"dz� a3w � F' N aF �i vi �� : N n v O O O J �« J� O O O O <Z z N W ~ 3 � W m � � N V N � � � ?S °� � `a < � x ¢ Z O 6 U � R S 8 �� "s ��_ �. a- e ��s �'�sg WW ;e g a� e ;„ x g_ �� g��.°�� `� �� €�� ' ��mi�2=i _b'u�. CC: °'. 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Maximum or 12 per site Freqnencies — Band A Receive Ran�e 1850 - 1865 MHz Transznit Range 1930 - 1945 Ni�iz Receive Transmit RX (lYg3z) Tg (I�IIIz) Channei 1 1851.25 1931.25 2 1852.Sll 1932.50 3 1853.75 1933.75 4 1855.00 1935.00 5 1856.25 1936.25 6 1857.50 1937.50 7 1858.75 1938.75 8 1860.OU 1940.00 9 1861:L5 1941.25 10 1862.50 1942.5fl li 18b3.75 19�3.75 EXHIBIT �B" ab-�'1° Recording Requested by: Sprint Specmim L.P. 4900 Main Kansas City, MO 64112 When Recarded Mail to: Sorint Soectrum L.P. Atm: James G. Yieyers 9801 Wesz Higgins Road, SuiYe 220 Rosemont, IL 600118 (space nbove this line jor Recorder's use on(y) Memorandam of Lease � HIS MEMORANDUM OF LEASE is entered into as of , by and between BOARD QF WATER CONIlVIISSIONERS, Saint Paul, Minnesota, amunicipal corporation under the laws of the State ofMinnesota ("Lessor"), and SPRINT SPECTRUNd L.P, a Delaware Limited Partnership, with an ofFice at 9801 West Higgins Rd., Suite 22Q Rosemont, IL 60018("Lessee"). AGREEMEPiT 1. LEnSE oFPREMISES. For the purpose of installing, operating, and maintaining a communicarion facility and other improvements, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessoz, certain premises located at 640 South McKnight Road, City ofMaplewood, Counry of Ramsey, State of Minnesota, and more particulazly described in, and on the terms and conditions more particularly set forth in, that certain Communication Facility Lease dated September 12, 2000 (the "Lease") by and between Lessor and Lessee, which terms and conditions aze hereby incorporated by reference. 2. The Term of Lease shali terminate on December 31, 2005, subject to three (3) additional terms of five (5) years each. 3. The Lease provides in part the �ant of easament for unrestricted rights of access and to electric and telephone facilities. 4. The subject property affected by the filing and recordin� of this Memorandum of Lease is described in Exhibit "A," attached hereto and incorporated herein by reference. EXHIBIT "C" 00 -Mo IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day and year first above written. Approved Lessor. Board of Water Commissioners, a l'Sinnesota :l'tunicipal Corporation By: D�iatthew J. Pfoni I`s: Assistant City Attomey By: James C. Reiter Its: President B Janet Lind�en Its: Secretary CITY OF SAINT PAUL B Its: Mayor By: Its: City Clerk By: (name typedJ [name typedJ 3ts: Director, Office of Financial Services �mm�e typedJ Lessee SPRINT SPECTRIJYI L.P, a Delaware Limited Par�ership � James G. Meyers, Director of Site Development pa-r'�� STATE OF COUNI'I' OF ACK�i TOWLEDGEME�(TS ) ) ss. ) On ,beforeme, ,NotaryPublic,personallyappeued viatthew J. Pfohl, Sames C. Reiter and Janat Lind�en, 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 r.ie that he executed the sazne in his authorized capacity, and that by his siQnature on the instrument, the person, or the entity upcn behalf of which the person acted, executed the instrument. Wimess my hand and official seal. (SEAL) Notary Public My commission expires: STATE OF COUNTY OF On appeared _ ) ) ss. ) before me, Notary Public, personally , 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 he executed the same in his authorized capacity, and that by his sia ature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. (SEAL) Notary Public My commission expires: ao -d'� ACI�i i OWLEDGEI�NTS STATE OF COUNTY OF before Notary Public, personally appeazed Frederick K. Owusu, 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 he executed the same in his authorized capacity, and that by his si�nature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. (SEAL) Notary Public My commission expires: STATE OF COUNTY OF ) } ss. ) ) ss. ) On , before me, Notary Publiq personally appeared , 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 he executed the same in his authorized capacity, and that by his si�ature on the insmimem, the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. (SEAL) Notary Public My commission expires: ao-�� TEC�TICAL ! �� TU�I SITE ST�.IYD�RDS Saint Paul Regional Water Services Water Tower �,ntenna Site All equipnen# must be fiouse3 in an P.F ti�at, �e*a1 enclosure thai �rovides at Iea_st 60 db oi ati�uarion to any interaal RF si�als. Desk-tap base st2tioas �d open racks cannat be use3 withont specizl approval. Addi�onal shielding kits may be required. At least 60 db of isolation for 450 MFiZ, 840 tYSHZ and 9�Q NIHZ �ansmitters and 30 dh of isola�on for 150 N�3Z 2nd ?0 tiIF� h ansmit�ers must be provided. A harmonic filie- must be provided on the transr,�itters between the antenna and any ierrite device used_ Additional fiitering and isolation may be required and will be considered on a case-by-case basis_ Maximum transmitter power allowed into the antenna ieed line shail be 110 watts per transmitter. Hi�her power 1evels will be considered on a case-by-case basis. Additional protective devices may be required. 4. Only j acketerl copper Heliax cable shall be per�nitted for �ansmission lines at the site. All on-site intercabling must use RGl9, RG/142, RG/21� or %z inch SuperIlex. RG/8 or any other single shielded cable will not be allowed_ Proposed traasmitters thaY wiil causa second order, third order or fiith order intermodulation products on existing receiver frequencies will not be permitted on the site_ A receiver with the same frequency as an esisting second order, third order or fi$h order intermodularion product at the site will not be permitted on the site. 6. All transmit*ers shall be equipped with band-pass cavities that wili provide at leas� the following atYenuarion oi s.de baud noise, if ne�sied: 401gIZ band: 150 iv¢iZ band: 450 &1HZ band: 800/900 �L3Z band: �crowave: EXHiB1T s`D" 50 db at 1 itiLiZ 50 db at 1.5 iVi"t3� 50 db at 2.5 NLz3Z SOdbatlO�Z 50 db at 20 NI`i3Z po-t�o 3�CH�i �ICAL ! � 1l'iU SITE STA.i��ARDS - Continued 7. Each cabine: must be identined by the ownefs na_me, address, FCC staaoa license numher and the name and telzphone numbez of Lhe responsible service a�eacy. 8. Prior to approvin� any application for antenna space at the site an en�nee:in� study will be prepared by �e En�ne�. for the St. ?au1 Water Utility consistir_� oi at least the follotivin� items: a. Intezmodulation interfezence t(P�i) calcu]ations of all transmitters and receivers kncwn to e�st in the area at time of applicarion. (Study will inciude 2nd, 3rd a��d Sth order LM terms, a�d A= B- C, three-product terms.) b. Transmit�er noise and reeeiver desensing calculations oi a:I equipment at the site. c. Anaiysis ofbest equipment and antenna locations at the site. d. Analysis of AC power requirements. ` e. Report to prospective site user regarding application. 9. Plan and sQecifications to secure equipment to the tower must be submitted to and approved by Saint Paui Re�onai Water Services prior to installation. - End - Counal Filc # OO — $7O �{^. � f+. Green Sheet r � 0 e7..�3 � O R I l7 i i� H L RESOLUTiON � CI� OF SA1NT PAUL, MiNNESOTA 13 Presented Ey Co�aitte_c Date ?tefzrred To 1 WHEREAS, the City of Saint Paul does own fee simple title, "for the benefit of the Boazd of 2 Water Commissioners," to the water tower site commonly known as the Highwood Standpipe 3 site, which is located at 652 South McKnight Rd. in Maplewood, Minnesota: and 5 WHEREAS, Sprint Spectrum LLP desires to lease space at the Highwood Standpipe site to 6 install and operate a wireless communication system; and 8 WHEREAS, the Boazd of Water Commissioners did adopt Board Resolution No. 4731 which 9 approved a Lease Agreement with Sprint Spectrum LLP and requested the Honorable Councii of 10 the City of Saint Paul to likewise grant approval; now, therefore, be it 11 12 RESOLVED, That the Lease Agreement between the City of Saint Paul, the Board of Water 13 Commissioners, Saint Paul, Minnesota, and Sprint Spectnun LLP allowing the installation and 14 operation of a wireless communication system at the Highwood Standpipe site is hereby 15 approved and that the proper officers aze hereby authorized to execute said Lease Agreement on 16 behalf of the City of Saint Paul. Requested by Department oi; ,ydopted by Couacit: Date��a7 �a�� =,doption Certif'ied by Council Secetary . Er �� Approved by Mayor: Aate (`/G � Br. _ ��r��i'��./�,/ Saint Paul Regional Water Services By. �,G.r.: . �. /� General Manager Form Approved by City At[omey $r �{�_ � - F�-P 9. �5 , oa � � a�- �t�'<c.N�r o�' �f=lna.nc�a.l SP�"viCC App ved Mayor for Submusion to Council BY �� % I�`' " "" � Oo -P�o St. Paul Regional Water Services� 9/14/2000 R. Bullert 266-6274 � � TOTAL # OF SIGNATURE PAGES � GREEN SHEET �rnv�nontv'�P �•t5,6t� � No 102?3J �� 3❑..�,�� Y/5/a>❑..�.��„� Q.,,�.�..m...� ❑ (CLIP ALL LOCATIONS FOR SIGNATURE) 9-�S-o6 Approval of Council Resolution approving a lease agreement between the City of Saint Paul, the Board of Water Commissioners and Sprint Spectrum,,LLP allowing the installation and operation of a wsreless co�unication system at the Highwood Standpipe site in Maplewood. Attachments: I) Proposed Resolution -- 2) Lease Agreement 3) Board of Water Commissioners Resolution No. 4731 a P WNNING CAMMISSION CIB CAMMITTEE CIVIL SERVICE CAMMISSION $Oflrd Of [.J�tPr C:nmmi eci nnarg tiaz this ve��rm ever wcncea unaer a cont�act for this departmeM? YES NO H86 th's P��fin ever been a city emVloYce7 YES NO Does ihie G��m P� a slaN not iwrmalb0�sed bY anY wrteM citY empbyee? VES NO Is thia peisoNfiim a taipeted veneaYt . YES NO ITIATMG PROBI.EM ISSUE, OPPORTUNITY (Wtw, What, When, Where, Why) Sprint Spectrum, LLP desires to lease space on the Board of Water Commissioners` Highwood Standpipe site to operate a wireless communication system. Staff and the assistant city attorney prepared the attached lease which was approved by the Board of Water Commissioners on September 12, 2000. Because the City of Saint Paul owns the site for the benefiE of the Board of Water Commissioners, the City must also be a party to any lease of the site. �is_�m.:aP;ae Board of Water Commissioners will receive additional revenue. None. Revenue potential will not be realized. SOURCE co57�nEVENUe 6uoeErm (aacLE oqq ra No ACTIVRY NUMBER INFORMATION (IXPWt� . . v . d.�a' VQ��'� BOARD OF WATER CAMMISSIONERS RESOLUTION — GENEitAL FORM PRESEN7ED sY Harris COMMI5570NER oc -�7a No 4731 pA � SeDtembeT 12,.2000 WHEREa.S, Sprint Specirum L.P. desires to lease space &om the Boazd of Water Commissioners on its Highwood Avenue S`andpipe site located at 640 South McKnight Road, Maplewood, l�iinnesota �5119, to insiall and operate a wiraless intzmet s; s.zm; and �YHEREAS, staff and the assistant city attorney have prepared a Lezse Agree:ne�? which provides ior a five (�) yeaz lease and which automatically renews for three (3) additional five (5) yezr terms, starting at an annual iease raie of �17,000 and increasing each subsequent yeaz; and WHE�2EAS, the Lease A;reement is recoznmended for approval by staff and is approved as to form 'oy the city attorney's office; now, thereiore, be it RESOLVED, that the Lease Agreemert between the Board of Water Commissioners and Sprin# Soectrum L.P. is hereby approved substantially in the iorm submitted, and that the proper officers are hereby authorized to execute said Lease Agreement on behalf of the Board; and, be iti F�JILTHEI2 RESOLVED, that the Honorable Council of the City of Saint Paul is hereby requested to approve said Lease Agreement and to authorize the proper officers of the City of Saint Paul to execute said Lease Ag*eement on behalf of the City. Water Commissioners Yeas Cardinal Nay9 Harris Vice President Haselmann President Reiter Adopted by the Board of Water CommiaQioners Se�tember 12, � 2000 In favor 4_ Opposec�. � ��'�'"""' SECY. 00 -� SITE LEASE AGREEMENT Beiween Board of Water Commissioners and SPRINT SPECTRUM L.P. This Lease A�eement ("Lease") is entered into this day of , 2000, between the BOARD OF WATER COMiVIISSIONERS, Saint Paul, Minnesota, a municipal corporation mmder the laws of the State of Minnesota ("Lessor"), and SPRINT SPECTRUM L.P., a Delaware Limited Partnership, with an office at 9801 West Aiggins Rd., Suite 220, Rosemont, IL 60018 ("Lessee"). In consideration of the terms and conditions of this Lease, the parties agree as follows: l. Leased Premises. Lessor hereby leases to Lessee certain space located at and on the Lessor's Highwood Avenue Standpipe site located at 640 South McKnight Road, Maplewood, Minnesota 55119, which is legally described in attached E�ibit "A," Legal Description and Site Plan. The water storage facility and its appurtenances ("Structure"), and the Lessor's land upon which the Structure is situated are collectively called "the Property." The property interest leased and granted by the Lessor, ("Leased Premises") aze the following: • Ground space comprised of approximately 400 usable square feet. • Structure exterior space for attachment of antennas at 94 FAGL • Space required for cable runs to connect equipment and antennas • Non-exclusive easements required to run utility lines and cables • A non-exclusive easement across the Property for access No other space or property interests are being leased to Lessee except as described above and as described on E�ibit "A," Legal Description and Site PZan. 2. Terms/Renewals. (a) The terms of this Lease shall commence on the date first written above and shall terminate on December 31, 2005. Lessee and Lessor aa ee to enter into an addendum to this Lease confirming the Commencement Date, as contained in E�ibit "C," Memorandum ofLease Recording. (b) Lessee shall have the right to extend this Zease for three (3) additional five (5) yeaz terms (each a Renewal Term) subject to (c) below; (c) This Lease shall automaticaily be renewed for each successive Renewal Term unless Lessee is in default of any of the terms or conditions of this Lease, or unless Lessee notifies Lessor of its intention not to renew prior to commencement of the succeeding renewal term. 3. Rent Rent shail consist of Base Rent and such Additional Rent as may apply. Lessee shall make ail payments of Base Rent and Additional Rent to Lessor at the foIlowing address: Board of Water Commissioners 8 4th Street E, Ste. 4D0 Saint Paul, Minnesota 55101-1�07 Lessor's FIN number is # 41-b005�21 If this Lease is terminated, pursuant to the terms and conditions of this Lease, rent shall be pro-rated to the ternunation date or the date on which all of Lessee's equipment is removed from the Leased Premises, whichever is later. Lessee shali pay all rent annually in advance, on the first day of the term of this Lease and annually on or before the fust day of each January therea£ter, as indicated in the payment schedtile beIow: (a) Base Rent. Lessee shall pay Lessor, as rent, the sum of Seveuteen Thousand and No/Dollars ($17,000), ("Annual Rent"), peryeazbased upon Lessee's installation and operntion ofthe antenna facilities and freguencies identified in Extubit "B," Antenna Facilities and Frequencies, ("Antenna Facilities"), and located rvithin the Leased Fremises as shown on E�ibit "A,"Legal Description and Site PZan. The first year's rent shall be pro-rated to the end of 2000, and shall be paid within sixty (6o) days of the commencement date. The entire annual rent due hereunder shall be paid prior to January first of each succeeding year. Lessee may not install and/or operatz any additional antennas or related equipment beyond the antenna facilities and frequencies identified in E�ibit "B," Antenna Facil ities and Frequencies without a provision for additional rent and the prior written consent of Lessor, such consent not to be withfield or delayed without cause. (1) AnnualIncrease Commencing January 1, 2001, the rent shall be increased annually by four percent (4%) of the Annual Rent. (2) Re-evaluation at Renewal Term At the commencement of each Renewal Term, the Base Rent wiil be evaluated and establishe3 based on the following criteria: At least 360 days prior to the end of each five (5) year term Lessor shall notify Lessee in writing a request for a re-evaluation of the Base Rent. The re-evaluation deteimines whether the Base Rent for the first year of the ne� five (5) year term will be either: (1} as determined by the Annual Increase; or (2) the re-evaluated rent ("Re-Evaluated Rent") as calculated using the provisions detailed in this section. Included in the notification for re-evaluation, Lessor wiil N \CLERICAL�BOARDWgreementslLEASEISPRINNiighwood_OQ't po - $�o Base Rent. (continued) provide the Lessee with at least five (5) annual lease rates for similaz water tower sites in the Minneapolis metropolitan area If Lessee does not concur with Lessor's perception of the prevailing market rate as evidenced by Lessor's provided rates, Lessee will provide Lessor, in writing, with at least five (5) current lease rates paid by Lessee for similar water tower sites in the Minneapolis metropolitan area. The two hi�hest aad two lowest rents from Lessor's and Lessee's rates shall be discarded, and the remaining rents from both parties will be averaged together. The resulting rental rate is the calculated average for the re-evaluation at Renewal Term ("Calculated Average"). If either party is not sarisfied by the resulting Calculated Average, the unsatisfied party shall have the right Eo commission an appraisaI ("First Appraisal"), at its sole cost and expense, by an MAI c�ualified appraiser selected by Lessor and Lessee. Tn the event that the parties aze unable to reach a�eement upon an appraiser, either party may petition a court of competent jurisdiction for the appointment of such appraiser. If the higher of the First Appraisal and the Calculated Average is within one hundred twenty percent (120%) of the lower amount, the Re-Evaluated Rent shall be the average of the Calculated Average and First Appraisal . If the higher of the Calculated Average and First Appraisal is greater than one hundred twenty percent (120%) of the lower amount, Lessor and Lessee shall attempt in good faith to negotiate the Rent for the Renewal Term. If these negotiations aze not succesful, either pariy may require that a second appraisal ("5econd Appraisal") be conducted at the requesting party's expense by an MAI qualified appraiser selected by Lessor and Lessee. In the event that the parties are unable to reach agreement upon this appraiser, either pariy may petition a court of competent jurisdiction for the appointment of such appraiser. The Calculated Average, First Appraisal and Second Appraisal shall then be averaged and considered to be the Re-Evaluated Rent. The Base Rent for the firsY year of each Renewal Term shall be either the (1) Annual Increase, or (2) Re-Evaluated Rent , whichever is greater. In no event shall the annual instailment of rent due hereunder following such adjusiment or review be less than the amount of such installment in the previous year increased by four percent (4%). Should the re-evaluation process require more than 360 days to complete, the Annual Increase amount will be paid to Lessor prior to January 1 of the first year of the Renewal Term. Any incremental increase in rent that may be due as a result of the re-evaluation at Renewal Term will be paid by Lessee to Lessor forthe period between January 1 of the first yeaz of the Renewal Term and the date that the re-evaluation at Renewal Term is completed. (b) Additional Rent. Additional Rent means all amounts, other than Base Rent provided for in paragraph 3(a) above, that Lessee shall be obligated to pay under this paragraph or any other parao aph of this Lease. Additional Rent shall include the following fees, costs and expenses: Additional Rent. (continued) (1) costs for the repairs, improvements, or atterations required to be made by Lessee in Section 6. iLlaintenance arrd Repairs; (2) all tases on equipment personally owned by Lessee, general, or special. As a condition of Lessee's obligarion to pay any tas, Lessor shall provide Lessee documentation from the tasing authority indicating with reasonable certainty that the tax was directly attributable to Lessee's tenancy. Lessee shall have the rignt to file an assessment appeal, and Lessor shall cooperate in any such appeal as reasonably requested by Lessee, alI at Lessee's sole cost and e�ense; (3) all public utility rates, dues, and charges of any kind for utiliues used by Lessae at the Leased Premises; and (4) fees, costs, and expenses for property insurauce and/or uninsured losses as set forth in Section 13. Insurance. In the event that Lessee does not pay the required Additional Rent, Lessor may, at its option, and after ten (10) days prior written notice to Lessee, make such payments. Upon Lessor's notice to Lessee that it has made these payments, those amounts become due and payable by Lessee within thirty (30) days. (c) Lessee shall pay to Lessor a one time landscape screening fee of One Thousand and No/Dollars ($1,000). Said fee shall be paid within thirty (30) days of the commencement date. 4. Use ofLerued Premises. (a) Lessee may use the Leased Premises for the installation, removal, replacement, operation, and maintenance of facilities for the transmission and reception of radio communication signals in such frequencies as aze identified in E�ibit "B," Antenna Facilities and Frequencies and for the storage of related equipment in accordance witli tfie terms of ttris Lease. This use shall be non-exclusive and Lessorretains the rightto lease space to otherparties, providedthe use of such space does not interfere with Lessee's operations. Lessee shall use the Leased Premises in compliance with all federal, state, and local laws aud regulations. This Lease is contingent upon Lessee receiving all permits, license or approvais from all Iocai, state, or federal land use jurisdictions or agencies (e.g. F.A.A. and F.C.C.) for the intended use of the Leasad Premises. Lessee shall obtain a?1 such necessary permits, licenses or approvais. Lessor agrees to cooperate witt� Lessee, at Lessee's expense, in obtaining all sach necessary permits, ticenses or appravals. Lessee shali reimburse Lessor`s reasonable expenses for obtaining all licenses, permits and any and all other necessary approvals that may be required for Lessee's intended use of the Leased Premises. Lessee shall use the Leased Premises in compliance with all federal, state, and local laws and regulations. po -J'�o Use ofLeased Premises. (continued) (b) The primary use and purpose of the Leased Premises is for a water storage structure and appurtenances to provide water service to customers of the Lessor. Lessor's operarions in connection with pursuit of this primary use of the Leased Premises ("Operations") take prioriry over Lessee's operations and Lessor reserves the right to take any action it deems necessary, in its reasonable discretion, to repair, maintain, alter, or improve the Property in connection with its Operations. In the event that the use of the Structure for water service is jeopardized because of Lessee's operations on the Structure, Lessor shall provide written notice of such event to Lessee. Lessor and Lessee agree to work together to cure the occurrence which causes such jeopazdy. In the event of severe jeopardy (e.g. an antenna falling into the water Structure), Lessee shall immediately cease operations at that site. Only in the case of severe jeopardy may the Lessor remove Lessee's equipment. This severe jeopardy would be deemed an emergency situation. In the case of a non-severe jeopardy (e.g. a loose cable that blocks access through a caged ladder), Lessee shall make all good efforts to cure such jeopazdy within thirry (30) days of receipt of written notice of event. If Lessee does not cure such jeopazdy within thirty (30) days of receipt of written notice of event, said occurrence of jeopardy shall constitute an event of default as otherurise defined in Section 12. Termination. If circumstances beyond the control, of Lessee prohibit the jeopardy from reasonably being cured within tllirty (30) days, Lessee shail notify Lessor ofsuch circumstances and commence actions required to cure the jeopardy (e.g. assessing the problem, ordering necessary equipment) within seven (7) days of Lessor's written notice of jeopardy and shall diligendy pursue the cure to completion within a reasonable tune thereafter. 5. Installation of E'c�ipmenf and Leasehold Im�rovements (a) Lessee shall have the right, at its sole cost and expense, to install, operate and maintain in accordance with good engineering practices, and with all applicable Federal Communications Commission ("FCC") rules and regulations, on Yhe Leased Premises, all necessary equipment, personal property, and facilities which include radio transmitting and receiving antennas and frequencies not to exceed that designated in E�ibit "B," Antenna Facilities and Frequencies. (b) Lessee's initial installation of all Antenna Facilities and any and all subsequent revisions and/or modifications of the same, shall be subject to prior approval by Lessor. In the case of non- material revisions or modifications, Lessee shall provide oral notification of such plans, and Lessor shall provide oral approvat or objection within forty-eight (48) hours of receipt. Failure to make any oral objection within forty-eight (48) houts of receipt sha11 he deemed approval by Lessor. In the case of material revisions or modifications, Lessee shall provide written notice and Lessor shall approve or object to such plans within thirty (30) days ofreceipt, and failure to make any obj ection within said thirty (30) day period shall be deemed approval by Lessor. Any damage to the Property, Leased Premises, or any equipment thereon caused by Lessee's installarion and operations shall be repaired or replaced at Lessee's expense and to Lessor's reasonable satisfaction. Installafiorx of Eauipment and Lerueho[d Improvements. (continued) (c) Lessee shail provide Lessor with a site plan consisting of line or CAD drawings and diagrams of the Antenna Facilities and the improvements installed on the Property by Lessee, which show the actual location of all equipment and imgrovements. Said drawings shall be accompanied by a complete and detailed inventory of all equipment, persanal properry, frequencies, and Antenna Facilities, and shall be attached hereto as Exhibit "A," Legal Description and Site P1an and E�ibit "B;' Antenna Facilities and Frequencies, prior to installation. (d) The manner in which Lessee's Antenna Facilities or improvements are attached to the Structure shall be subject to prior written approval by Lessor. Lessor shall approve or object to the manner of aitachment withia ten (10) days of receipt of such plans, and Lesso�'s failure to make any objections within said ten (10) day period shall be deemed approvai by Lessor. (e) Prior to modifying or placing additionai �ansmitter or receiver frequencies on the Leased Premises, Lessee agrees to notify the Lessor at least si�y (60) days before the sa:ne are modified or additional frequencies aze added so tliat the Lessor can perform the necessary interference studies to insure that the modified or additional frequencies will not cause harnifiil radio interference to Lessor's or its existing tenants' operations. Lessee shall pay the reasonable costs for any such interference studies which will be performed by Lessor's own registered professional communications engineer. In the altemative, Lessee may perform the interference studies and submit the results to the Lessor. However, the Lessor, in its sole discretion, shail retain the right provided herein to submit the study results to its own registered professional communications engineer for review at Lessee's e�ense. 6. Maintenance and Renairs. (a) Lessee shall, at its own cost and expense, maintain its equipment in good and safe condirion and in compliance with applicable fire, health, building, and other life safety codes, and shall repair any part of the Leased Premises that was damaged by the placement of Lessee's equipment thereon. (b) Lessee shall have sole responsibiliTy for the maintenance, repair, and security of its equipment, personal properiy, Antenna Facilities, and leasehold improvements, and snall keep the same ia good repair and condition during the Lease Term. All Antenna Facilities and appurtenances affi�ced to the Structure snall be painted the same color as the Stracture. (c) Except in emergency situations, Lessor shall provide Lessee witli prior written notice o£ at least thirry (30) days when Lessor paints or repairs its Structure. Upon receiving sucfl notice, it �hall be the sole responsibiliry of Lessee to provide adequate measures to cover, protec� or remove, at Lessee's discretion, Lessee's equipment, personaL properiy and Antenna Facilities, and to protect the same from paint and debris fallout which may occur during the paint restoration process or repairs. In the event that Lessor's painring or repairing of the Structure or the Property causes Lessee's operation of the Antenna Facilities to be interrupted, Lessee may maintain a N:\CIERICAL\BOARD Wgreements\LEP,SEGSPRINTHighwood_ 6 00 -r�o Maintenance and Bepairs. (Continued) mobile site on the Properry or, after approval by Lessor, on any land owned or controlled by Lessor in the immediate area of the Property. Rent shall be abated on a prorated daily basis durin� such intemtptions if the interruption lasts for longer than thirty (30) days. 7. ProaertvAccess. (a) Lessee shall have access to the Leased Premises and Property twenty-four (24) hours a day, seven (7) days a week by means of existing access in order to install, remove, repair, operate, and maintain its Antenna Facilities. (b) Lessor is o anted supervised access to examine and inspect the Leased Premises for safery reasons and to insure that Lessee's covenants are being met. Lessor shall be Iiabie to and hold hannless Lessee from any damage to the Leased Premises or to Lessee's equipment and antenna facilities caused by Lessor in exercising its right to exaznine and inspect the Leased Premises. (c) Lessee may also, at its own cost and expense, enter upon the Property to study and determine the Property's suitability for any other use of Lessee, which studies may include surveys, radio wave propagation measurements, or field strength tests. 8. I7tilities. Lessor makes no representations that utilities adequate for Lessee's use of the Leased Premises aze available. Lessee will pay for all utilities used by it at the Leased Premises. Lessor will cooperate with Lessee in Lessee's efforts to obtain utilities &om any location provided by Lessor or the servicing utiiity. 9. Personal Propertv and Real Estate Taxes If any of Lessee's improvements constructed on the Leased Premises should cause the Property, or any portion of it, to be taxed for real estate purposes, it shall be the liability of Lessee to pay that portion of such properiy tases directly attributable to Lessee's equipment, provided Lessor shall give Lessee prior written notification of such taxes so that Lessee will have the opportunity to appear before the taxing anthority to contest such tases. Notwithstanding Lessee's nght to contest such taxes, Lessee shall pay its shaze of such taxes within ninety (90) days of receiving notice of the same. I0. Comnliance and Statutes Regulatdons andAp rp ovals Lessee's use of the Leased Premises herein is contingent upon its obtaining all certificates, permits, zoning, and other approvals that may be required by any federal, state or local authority, including but not limited to an engineering study and a radio frequency interference study. Lessee's Antenna Faciliries and any other facilities shall be erected, maintained, and operated in accordance with all state or federal or local or municzpal statutes, ordinances, rules, or regulations now in effect, or that hereafter may be issued by the FCC or any other governing bodies, and in accordance with any Leased Premises standazds annexed hereto as Extubit "D," Technical Minimum Site Standards. II. Inter erence. (a) All frequencies proposed for initial use shall be evaluated by Lessor's communications registered professional engineer. Lessee shall pay the reasonable costs of such evaluaTion. Lessee shall not transmit or receive radio waves at the Property until such evaluation has been satisfactorily completed. (b) Lessee's installation, operation, and maintenauce of its transmission facilities shall not damage or interfere in any way witti Lessor's operations, inciuding Lessor's radio frequency transmission, or repair and maintenance activities. Lessor's operations take priority over Lessee's operations and Lessor reserves the right to take any action it deems necessary, in its reasonable discretion, to repair, maintain, alter, or improve the Pmperty in connection with Lessor's Properry ogerations as may be necessary. For all substantial improvements or repairs, Lessor agrees to provide Lessee with at least sixty (60) days advance notice of the same and to reasonably cooperate with Lessee to catry out such activities with a minimum amount of interference to Lessee's transmission operations. For minor repairs or maintenance Lessor agrees to give two (2) days advance notice of aay such activities to Lessee and to reasonably cooperate with Lessee to cany out such activities with a minimum amount of interference to Lessee's transmission operations. Nonetheless, if Lessor's use of the Properiy does cause interference with Lessee's operation, the Lessor sfiall not be responsible, ancF, at Lessee's cfioice, Lessee may terminate this Lease under the notice provisions and conditions as contained elsewhere in this Lease. In the event of an emergency situation which poses an immediate threat of substantial harm or damaae to persons and/or property on the Laased Premises, Lessor may enter the Leased Premises aud take such actions as aze required to proteci individuals or personal property from such unmediate threat of substantiat harm or damage; provided that promptly afrer such emergency enhy into the Leased Premises, and in no event later than twenty-four (24) hours after such enhy, Lessor gives written notice to Lessee of Lessor's entry onto the Leased Fremises. (c) In its use of the Leased Premises, Lessee may not interfere with the Operations of Lessor or other parties who were occupants of the Properiy prior to the commencement date of this Lease, provided that the equipment used by I;essor or otker occupants is operating within the technical perimeters specified by its manufacturer and/or as defined by the FCC. In the event of any such interference, Lessee shall take all actions necessary to immediately etiminate such interference in accordance with reasonable technical standards. In the event Lessee cannot correct the interference, Lessee shall have the option to terminate this Lease without further liability hereunder, upon sizty (60) days written ttotice to Lessor. (d) Lessor will not �aat a lease To any other pariy for use of the Property, if such use would or is likely to interfere with Lessee's operations on the Leased Premises. Any future lease by Lessor ofthe Property to additional parties which permits the instaliation of communications eqnipment sfiaI1 be conditioned upon not interfering with Lessee's use of the Leased Premises, and shall be terminated if interference occurs and is not corrected within a reasonable time. Notwithstanding the foregoing, Lessee acknowledges that Lessor may lease the Properry, or any part of it, to otiier parties in close proximity to the Leased Premises, and Lessee agrees to work cooperatively with any such other parties, using accepted technical standards in accordance with FCC standards, to ensure that such other parties' vse and Lessee's use wiIl be compatible and wilt not cause N:\CLERICAL�BOARD WgreementslLEASEtSPRINTHighwoad_0a� �o -r�o Interference. (Continued) interference with each other. Lessor agrees that it will require the same obligation of all such future parties in any lease or agreement with such future parties. Further, Lessee aa ees to meet the conditions set forth in E�ibit "D," Technical Minimum Site Standards. (e) Lessor in no way guarantees to Lessee noninterference with Lessee's transmission operations, provided, however, that in the event that any other pariy requests permission to place any type of additional anteana or transmission facility on the Property, the procedures of this Section shall govem to determine whether such antenna or transmission facility wiil interfere with Lessee's transmission operations. If Lessor receives any such request or proposal from a party seeking to lease space on the Property, Lessor shall submit the proposal complete with all technical specificarions reasonably requested by Lessee to Lessee for review for noninterference. Lessee shall have thirty (30) days following receipt of said proposal to make any objections theretq and failure to make any objection with said thirty (30) day period shall be deemed consent by Lessee, subject to interference provisions of paragraph 11(c) of this Lease, to the installation of antennas or transmission facilities pursuant to said proposal. Lessee shall not be responsible for the expenses incurred in any independent validation of such interference objections. ( fl In the event that Lessee or other tenants on the Property experience interference of their approved frequencies and they cannot reach agreement as to the cause and remedy of such interference, the Lessor's own registered professional communications engineer shall determine such cause and remedy and Lessee shall abide by the engineer's determination. Lessor agrees that it will require the same obligation of ail such future parties in any lease or agreement with such other parties. (g) Without luniting the foregoing or any other remedy, Lessee shall have the right to terminate this Lease upon sixty (60) days written notice in the event its reception or transmission is interfered with by Lessor or its other tenants' equipment, such right to terminate shall bewme void if Lessor cures such interference within thiriy (30) days of receipt of written notice. I2. Terminatdon. Except as otherwise provided herein, this Lease may be terminated by either party upon sixty (60) days written uotice to the other party for the following reasons: (a) by either pariy upon a default of any covenant or term hereof by the other party, wiuch default is not cured within sixry (60) days of receipt of written notice of default to the other party (without, -howevei, limi#ing auy other rights of the parties at Iaw, in equity, or pursuant to any other provisions hereo fl, or if such cure cannot be completed within sixty (60) days, within such reasonable time as may be required provided the defaulting party commences the cure within ten (10) days of receipt of written notice of default and diligently pursues such cure to completion. (b) by Lessee if it is unable to obtain or maintain any license, permit, or other governmental approval necessary for the construction and/or operation of the Antenna Facilities or Lessee's business; Terminatian. (Continued) (c) by Lessee if the Leased Premises is or becomes unusable under Lessee's design or engineering specifications for its Anteana FaciIities, or communications system. (d) by Lessor, ii it dete;mines, after review by 2n independent structural engineer, that the Properiy is strucnu�ally unsound, including but not limited to consideration of age of the structure, damage or destruction of all or part of the Froperty from any source, or factors reiating to condition of the Property; (e} by Lessor if Lessee fails to pay rent provided for in Section 3. Rent within thirry {30) days of receipt of written notice from Lessor of a zent or oiher payment being overdue. I3. Insurance. (a) Lessee shall obtain and maintain adequate insivance to protect the parties against any and alI claims, demands, actions, jud�nenYs, e�enses, and liabilities which may arise out of or result from Lessee's use of the Leased Premises. Any agpticable policy sha211ist the Lessor aud the City of Saint Paul as additional insured, and shall provide that it will be the primary coverage. The insurance coverage must include, at a m;n;mum, Comprehensive General Liability Insurance Coverage, including premises/operation coverage, bodily injury, property damage, independent contractors liability, compieted operations coverage, and contractuat liability coverage, in a combined single 1'unit of not less than One Million Five Hundred Thousand Dollars (�1,SOO,D00) per oc�arrence, subjeci to Three MiIlion Dollars ($3,000,000) aggregate. Lessee may satisfy this requirement with underlying insurance and/or an umbrella policy. (b) Lessee shall provide Lessor, prior to the Commencement Date and before each Renewal Term ofthis Lease, evidence ofthe required fnsurance in the form of a certificate of insurance issued by an insurance company licensed to do business in the State of Minnesota, which includes all coverage required in patagraph 13(a) above. Said certificate shall also provide that the coverage may not be canceled, or non-renewed, or materially changed without thirty (30) days written notice to Lessor. 14. Indemnity. Lessee agrees to indemnify, defend, save, and hold harmless the Lessor and the Ciry of Saint Paul, and/or any agents, officers or employees thereof from all claims, demands, actions, or causes of action of whatsoever natuze or character, arising out of, or by reason of, the Lease of the herein described Leased Premises by the Lessor to Lessee, or arising out of, or by reason of, the use or condition of the Leased Premises, or as a result of Lessee's operations'or business activities taking place on the Leased Premises, provided the same is not due to the contributory negligence or wiilful misconduct of the Lessor, the City of Saint Paul and/or any agents, officers, or employees thereof. It is fully understood and agreed that Lessee is aware of the conditions of the Leased Premises and leases the same "as is." �5. Dama2e or Destructian Tf ttte Property or any portion thereof is c3estroyed or damagec3 so as to hinder its effective use, Lessee may elect to terminate this Lease upon thirty (30) days written notice to Lessor. In such event, all rights aud obligations of the parties shall cease as of the date of tke damage or destruction aad Lessee sha11 be enritled to fl�e reimbursement of any rent prepaid by Lessee, prorated to the date of ttte event N:\CIERICAL�BOAROWgreementslLEASEISPRINTViighwoad_001 10 �_�o 16. Notices. P.11 notices, requests, demands, and other communicarions hereunder shall be irt writing and shall be deemed given when personally delivered or mailed, certified mail, return receipt requested,to the following addresses: If to Lessor, to: Board of Water Commissioners Atin: Bill Tschida 8 Fourth Street East, Suite 400 Saint Paul, i � 55101-1007 If to Lessee, to: Sprint Spectrum L.P. Aitn: 7ames G. Meyers 9801 West Hig�s Road Suite 220 Rosemont, IL 600118 with a copy to: Sprint Spech�um L.P. 4900 Main Kansas City, MO 64112 17. Representations and li'arranties. {a) Lessor represents that (i) it has full right, power, and authority to execute this Lease; (ii) it has good and unencumbered title to the Properry free and clear of any liens or mortgages, subject to such liens of record; (iii) Lessee shall have quiet enjoyment of the Leased Premises during the term of this Lease in accordance with its terms. (b) Lessor represents that it has no knowledge of any substance, chemical or waste on the Property that is identified as hazatdous, toxic or dangerous in any applicable federal, state or local law or regulation as defined in paragraph 1� (c) of this Lease. Lessee represeffts and warrants that its use of the Leased Premises herein will not generate and it wili not store or dispose on the Properry nor transport to or over the Property any hazardous substance, chemical or waste contrary to any law or regulation. Lessee further agrees to hold Lessor harmless from and indemnify Lessor against any release of any such hazardous substance, and any damage, loss, expense, or liability resulting from the breach of this representation or from the violation of any state ar federal law by such release associated with Lessee's use of hazazdous substances, including payment of all attomeys' fees, costs, and penalties incurred as a result thereof, except for any release caused by the negligence or willful misconduct of Lessor, its empioyees, or agents. (c) "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous, or toxic or radioactive substance, or other similar term by any federal, state, or local environmental law, regulation or rule presenfly in effect or promulgated in the future, as such laws, regulations, or rules may be amended from time to time. Lessor acknowledges Lessee's use of batteries as back-up power and deems them acceptable as long as such batteries aze used in accordance with a11 applicable laws and good engineering practices. (d) The individuals signing and executing this agreement on behaif of Lessee warrant that they have the requisite corporate power and authozity to enter into and perform this agreement on behalf of Lessee. I8. No Liabiliiy on Lessor. Except due to Lessor's willful misconduct or gross negligence, Lessor shall not be liable for any damage to Lessee's equipment or facilities, and Lessor shall not be liable foz vandalism or malicious mischief caused by third parties, known or unknown, to Lessee's equipment or facilities. I9. Assimemext (a) Lessee may not assign or sublet this Lease without the prior written consent of Lessor, wiuch consent shall not be withheld or delayed without reasonable cause, Notwithstanding the provisions of this paragraph, Lessee shall have the right, without Lessor's consent, to assign this Lease to any financially responsible parent, subsidiary, or affiIiate of Lessee or any corporation into which Lessee may be merged or consolidated or which purchases all or substanrially aIl of the assets of Lessee, as long as assignee assumes the obligations of this Lease. Any approved sublease that is en#ered into by Lessee shall be subject to all of the provisions of this Lease. (b) The parties acknowIedge ttiat this is a nonexclusive Ieasz. Nothing in ttus Lease shall preciude Lessor from leasing other space on tfie Property to any other person or entity wiuch may be in competition with Lessee, or any other parry, subject ro the conditions set forth in Section 11. Interference. 2d. Successors and�4ssi;ns. This Lease shali run with the Property. This Lease shal2 be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 21. Surrender ofPremises. At the expiration of the initial term of this Lease, or any Renewal Term, or any earlier termination of tkis Lease, Lessee skall quit peacefutly aud surrender possession of said Leased Premises in as good condition as when it was delivered to Lessee, reasonable wear and tear and casualty loss excepted. Lessee shall remove its equipment, personal property, Antennas Facilities, and leasehold improvements from the Property on or before date of expiration or termination, and shall repair any damage to the Property caused by such equipment, all at Lessee's own cost and expense. 22. Markin� and Lin htingReauirements. Lessor aclmowledges that it shall be responsible at Lessor's sole cost and ea�pense, for compliance with all building marking and lighting requirements that �lie Fedezal Aviation Administtation ("FAA") may require with respect solely to the height of Lessor's Structure. The responsibility, however, is expressly limited to the requirements that would be required of an elevated water storage faciliiy having no communications equipment installed on it, irrespective of Lessee antennae. Lessor shall indemnify and hold harmless Lessee from any fines or other Iiabilities caused by Lessor's faiIure to comply with such requirements for the elevated water stonge facility Structure. Further, should the FAA cite Lessee or in the eveut any claims are brought against Lessee because the Structure alone is not in compliance as opposed to the water Structure and anteanae, then Lessor shall indemnify Lessee for full costs, Iiabilities, damages and eapenses, including reasonable attomey's fees. Further, if Lessor does not cure the condirions of noncompliance on the Structure within the time fcame alIowed by the citing agency, Lessee may terminate this Lease immediately without any further liabiiity hereunder upon written notice to Lessor. N:ICLERICAL�BOARDWgreements�LEASESSPRINTHighwoad_001 12 a o -Y�o [Ylarkin� and Lighting Re�uirements. (Continued) Lessee acknowledges that it shall be responsibie at Lessee's sole cost and expense, for compliance with ail building mazking and li�hting requirements that the Federai Aviation Administration ("FAA") may require with respect to Lessee's antennae. In the event the F_AA determines that Lessor's water tank needs to be marked, lighted, or in any way modified due to the existence of Lessee's anteanae, Lessee shall have the option to mark and light the tank at its own expense, or to terminate this Lease, pursuant to Section 12. Termination, and remove all its equipment at its own cost without any further liability to either parry hereunder upon thirty (30) days written notice to Lessor. Said mazking, lighting and modifying shall be subject to prior written approval by Lessor, such approval not to be withheld without cause. Lessor sk�all approve or object to such plans within thirry (30) days of receipt, and failure to make any objection within said thirty (30) day period shall be deemed approval by Lessor. 23. RFCom�iance. (a) Lessor's communications registered engineer may perform a radiation survey of the Property following Lessee's uutial RF transmissions on the Premises. Lessee shall pay the reasonable costs for such survey, which costs shall not exceed $1,000. (b) Lessor shall cooperate with and permit Lessee to implement reasonable measures at the transmitting site, including restricting public access and posting signs and markings, in order for Lessee to fulfill its Radio Frequency exposure obligations. Lessor agrees that in the event any future lessee ("Future Lessee") causes the entire site to exceed FCC Radio Frequency radiation lunits, as measured on the Premises, Lessor shall hold the Future Lessee liable for such later-arising non- compliance. 24. Cottage Avenue Stand�e Siie Improvements Lessee currently leases space from Lessor at its Cottage Avenue Standpipe site located at 2100 East Cottage Avenue, Saint Paul, Minnesota 55119 referrer3 ko by Lessee as St. Paul Water Tower, Site Number MS03XC472. Pursuant to Lessee's letter dated July 25, 2000, within sixry (60) days of the commencement date of this Lease, Lessee shall punt all Antenna Facilities and appurtenances �xed to the water sYandpipe structure in a color which matches the struchue as close as is possible, all at Lessee's sole expense. 25. Miscellaneous. (a) Each party a�ees to fiunish to the other, within twenty (20) days after notice of receipt of the request, such truthful estoppel information as the other party may reasonably request. (b) This Lease constitutes the entire agreement and understanding of the parties and supersedes any and all offers, negotiations, or other agreements of any kind. There aze not representations or understandings of any kind not set forth herein. Any modification of or amendment to this Lease must be in writing and executed by both parties. Miscellaneous. (Continued) {c) This Lease shall be construed in accordance with the laws of the State of Minnesota. An"y legat action may only be commenced and proceed in the relevant district court in Ramsey County, Saint Pau1, Mianesota. (d) If any term of this Lease is found to be void or invalid, such invaiidiry shall not afFect the remaining terms of this Lease, which shall continue in fuil force and effect. (e) Upon request by Lessee, Lessor agrees to execute a recordable i�iemorandum of this Lease. ( fl Any claim, controversy or dispute arising out of this Lease shall be settled by binding azbitration in accordance with the applicable rules of the Americau Arbitration Association, arx3 judgment upon the awazd rendered by the azbitrator may be entered in any court having jurisdicrion thereof. The azbitration shall be conducted in the county where the property is Iocated. The azbitrator shatl have the authority only to awar3 compensatory damages and shall not have autsority to award punitive damages or other noncompensatory damages. The parties hereby waive all rights to and claims for monetary awards other than compensatory damages. The azbitrator sha11 be either a retired judge Qr another professzona2 whose expertise includes the subject area of the dispute. (g) E�ibits "A" through "D" listed below are hereby incorporated into ttus Lease by reference. E�ibit "A" Legal Description and Site Plan E�ibit "B" Antenna Facilities and Frequencies Ezc�ibit "C" Memorandum ofLease Recording E�ibit "D" Technical Minimum Site S#andards END N:tCIERICALl80ARDWgreementstLEASEISPRINiUtighwood_00� � 4 p _�fl IN WITNESS WHEREOF, the parties hereto have executed this Lease, the day and year first above written. Lessor: A.DPROVED: By Bemie R. Bullert, General Manager Saint Paul Regional Water Services Approved as to form: I� Assistant City Attomey APPROVED: BOARD OF WATEI2 CDi1�Ll�IISSIONERS FPi 141-6005521 By James C. 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Maximum or 12 per site Freqnencies — Band A Receive Ran�e 1850 - 1865 MHz Transznit Range 1930 - 1945 Ni�iz Receive Transmit RX (lYg3z) Tg (I�IIIz) Channei 1 1851.25 1931.25 2 1852.Sll 1932.50 3 1853.75 1933.75 4 1855.00 1935.00 5 1856.25 1936.25 6 1857.50 1937.50 7 1858.75 1938.75 8 1860.OU 1940.00 9 1861:L5 1941.25 10 1862.50 1942.5fl li 18b3.75 19�3.75 EXHIBIT �B" ab-�'1° Recording Requested by: Sprint Specmim L.P. 4900 Main Kansas City, MO 64112 When Recarded Mail to: Sorint Soectrum L.P. Atm: James G. Yieyers 9801 Wesz Higgins Road, SuiYe 220 Rosemont, IL 600118 (space nbove this line jor Recorder's use on(y) Memorandam of Lease � HIS MEMORANDUM OF LEASE is entered into as of , by and between BOARD QF WATER CONIlVIISSIONERS, Saint Paul, Minnesota, amunicipal corporation under the laws of the State ofMinnesota ("Lessor"), and SPRINT SPECTRUNd L.P, a Delaware Limited Partnership, with an ofFice at 9801 West Higgins Rd., Suite 22Q Rosemont, IL 60018("Lessee"). AGREEMEPiT 1. LEnSE oFPREMISES. For the purpose of installing, operating, and maintaining a communicarion facility and other improvements, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessoz, certain premises located at 640 South McKnight Road, City ofMaplewood, Counry of Ramsey, State of Minnesota, and more particulazly described in, and on the terms and conditions more particularly set forth in, that certain Communication Facility Lease dated September 12, 2000 (the "Lease") by and between Lessor and Lessee, which terms and conditions aze hereby incorporated by reference. 2. The Term of Lease shali terminate on December 31, 2005, subject to three (3) additional terms of five (5) years each. 3. The Lease provides in part the �ant of easament for unrestricted rights of access and to electric and telephone facilities. 4. The subject property affected by the filing and recordin� of this Memorandum of Lease is described in Exhibit "A," attached hereto and incorporated herein by reference. EXHIBIT "C" 00 -Mo IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day and year first above written. Approved Lessor. Board of Water Commissioners, a l'Sinnesota :l'tunicipal Corporation By: D�iatthew J. Pfoni I`s: Assistant City Attomey By: James C. Reiter Its: President B Janet Lind�en Its: Secretary CITY OF SAINT PAUL B Its: Mayor By: Its: City Clerk By: (name typedJ [name typedJ 3ts: Director, Office of Financial Services �mm�e typedJ Lessee SPRINT SPECTRIJYI L.P, a Delaware Limited Par�ership � James G. Meyers, Director of Site Development pa-r'�� STATE OF COUNI'I' OF ACK�i TOWLEDGEME�(TS ) ) ss. ) On ,beforeme, ,NotaryPublic,personallyappeued viatthew J. Pfohl, Sames C. Reiter and Janat Lind�en, 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 r.ie that he executed the sazne in his authorized capacity, and that by his siQnature on the instrument, the person, or the entity upcn behalf of which the person acted, executed the instrument. Wimess my hand and official seal. (SEAL) Notary Public My commission expires: STATE OF COUNTY OF On appeared _ ) ) ss. ) before me, Notary Public, personally , 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 he executed the same in his authorized capacity, and that by his sia ature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. (SEAL) Notary Public My commission expires: ao -d'� ACI�i i OWLEDGEI�NTS STATE OF COUNTY OF before Notary Public, personally appeazed Frederick K. Owusu, 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 he executed the same in his authorized capacity, and that by his si�nature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. (SEAL) Notary Public My commission expires: STATE OF COUNTY OF ) } ss. ) ) ss. ) On , before me, Notary Publiq personally appeared , 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 he executed the same in his authorized capacity, and that by his si�ature on the insmimem, the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. (SEAL) Notary Public My commission expires: ao-�� TEC�TICAL ! �� TU�I SITE ST�.IYD�RDS Saint Paul Regional Water Services Water Tower �,ntenna Site All equipnen# must be fiouse3 in an P.F ti�at, �e*a1 enclosure thai �rovides at Iea_st 60 db oi ati�uarion to any interaal RF si�als. Desk-tap base st2tioas �d open racks cannat be use3 withont specizl approval. Addi�onal shielding kits may be required. At least 60 db of isolation for 450 MFiZ, 840 tYSHZ and 9�Q NIHZ �ansmitters and 30 dh of isola�on for 150 N�3Z 2nd ?0 tiIF� h ansmit�ers must be provided. A harmonic filie- must be provided on the transr,�itters between the antenna and any ierrite device used_ Additional fiitering and isolation may be required and will be considered on a case-by-case basis_ Maximum transmitter power allowed into the antenna ieed line shail be 110 watts per transmitter. Hi�her power 1evels will be considered on a case-by-case basis. Additional protective devices may be required. 4. Only j acketerl copper Heliax cable shall be per�nitted for �ansmission lines at the site. All on-site intercabling must use RGl9, RG/142, RG/21� or %z inch SuperIlex. RG/8 or any other single shielded cable will not be allowed_ Proposed traasmitters thaY wiil causa second order, third order or fiith order intermodulation products on existing receiver frequencies will not be permitted on the site_ A receiver with the same frequency as an esisting second order, third order or fi$h order intermodularion product at the site will not be permitted on the site. 6. All transmit*ers shall be equipped with band-pass cavities that wili provide at leas� the following atYenuarion oi s.de baud noise, if ne�sied: 401gIZ band: 150 iv¢iZ band: 450 &1HZ band: 800/900 �L3Z band: �crowave: EXHiB1T s`D" 50 db at 1 itiLiZ 50 db at 1.5 iVi"t3� 50 db at 2.5 NLz3Z SOdbatlO�Z 50 db at 20 NI`i3Z po-t�o 3�CH�i �ICAL ! � 1l'iU SITE STA.i��ARDS - Continued 7. Each cabine: must be identined by the ownefs na_me, address, FCC staaoa license numher and the name and telzphone numbez of Lhe responsible service a�eacy. 8. Prior to approvin� any application for antenna space at the site an en�nee:in� study will be prepared by �e En�ne�. for the St. ?au1 Water Utility consistir_� oi at least the follotivin� items: a. Intezmodulation interfezence t(P�i) calcu]ations of all transmitters and receivers kncwn to e�st in the area at time of applicarion. (Study will inciude 2nd, 3rd a��d Sth order LM terms, a�d A= B- C, three-product terms.) b. Transmit�er noise and reeeiver desensing calculations oi a:I equipment at the site. c. Anaiysis ofbest equipment and antenna locations at the site. d. Analysis of AC power requirements. ` e. Report to prospective site user regarding application. 9. Plan and sQecifications to secure equipment to the tower must be submitted to and approved by Saint Paui Re�onai Water Services prior to installation. - End - Counal Filc # OO — $7O �{^. � f+. Green Sheet r � 0 e7..�3 � O R I l7 i i� H L RESOLUTiON � CI� OF SA1NT PAUL, MiNNESOTA 13 Presented Ey Co�aitte_c Date ?tefzrred To 1 WHEREAS, the City of Saint Paul does own fee simple title, "for the benefit of the Boazd of 2 Water Commissioners," to the water tower site commonly known as the Highwood Standpipe 3 site, which is located at 652 South McKnight Rd. in Maplewood, Minnesota: and 5 WHEREAS, Sprint Spectrum LLP desires to lease space at the Highwood Standpipe site to 6 install and operate a wireless communication system; and 8 WHEREAS, the Boazd of Water Commissioners did adopt Board Resolution No. 4731 which 9 approved a Lease Agreement with Sprint Spectrum LLP and requested the Honorable Councii of 10 the City of Saint Paul to likewise grant approval; now, therefore, be it 11 12 RESOLVED, That the Lease Agreement between the City of Saint Paul, the Board of Water 13 Commissioners, Saint Paul, Minnesota, and Sprint Spectnun LLP allowing the installation and 14 operation of a wireless communication system at the Highwood Standpipe site is hereby 15 approved and that the proper officers aze hereby authorized to execute said Lease Agreement on 16 behalf of the City of Saint Paul. Requested by Department oi; ,ydopted by Couacit: Date��a7 �a�� =,doption Certif'ied by Council Secetary . Er �� Approved by Mayor: Aate (`/G � Br. _ ��r��i'��./�,/ Saint Paul Regional Water Services By. �,G.r.: . �. /� General Manager Form Approved by City At[omey $r �{�_ � - F�-P 9. �5 , oa � � a�- �t�'<c.N�r o�' �f=lna.nc�a.l SP�"viCC App ved Mayor for Submusion to Council BY �� % I�`' " "" � Oo -P�o St. Paul Regional Water Services� 9/14/2000 R. Bullert 266-6274 � � TOTAL # OF SIGNATURE PAGES � GREEN SHEET �rnv�nontv'�P �•t5,6t� � No 102?3J �� 3❑..�,�� Y/5/a>❑..�.��„� Q.,,�.�..m...� ❑ (CLIP ALL LOCATIONS FOR SIGNATURE) 9-�S-o6 Approval of Council Resolution approving a lease agreement between the City of Saint Paul, the Board of Water Commissioners and Sprint Spectrum,,LLP allowing the installation and operation of a wsreless co�unication system at the Highwood Standpipe site in Maplewood. Attachments: I) Proposed Resolution -- 2) Lease Agreement 3) Board of Water Commissioners Resolution No. 4731 a P WNNING CAMMISSION CIB CAMMITTEE CIVIL SERVICE CAMMISSION $Oflrd Of [.J�tPr C:nmmi eci nnarg tiaz this ve��rm ever wcncea unaer a cont�act for this departmeM? YES NO H86 th's P��fin ever been a city emVloYce7 YES NO Does ihie G��m P� a slaN not iwrmalb0�sed bY anY wrteM citY empbyee? VES NO Is thia peisoNfiim a taipeted veneaYt . YES NO ITIATMG PROBI.EM ISSUE, OPPORTUNITY (Wtw, What, When, Where, Why) Sprint Spectrum, LLP desires to lease space on the Board of Water Commissioners` Highwood Standpipe site to operate a wireless communication system. Staff and the assistant city attorney prepared the attached lease which was approved by the Board of Water Commissioners on September 12, 2000. Because the City of Saint Paul owns the site for the benefiE of the Board of Water Commissioners, the City must also be a party to any lease of the site. �is_�m.:aP;ae Board of Water Commissioners will receive additional revenue. None. Revenue potential will not be realized. SOURCE co57�nEVENUe 6uoeErm (aacLE oqq ra No ACTIVRY NUMBER INFORMATION (IXPWt� . . v . d.�a' VQ��'� BOARD OF WATER CAMMISSIONERS RESOLUTION — GENEitAL FORM PRESEN7ED sY Harris COMMI5570NER oc -�7a No 4731 pA � SeDtembeT 12,.2000 WHEREa.S, Sprint Specirum L.P. desires to lease space &om the Boazd of Water Commissioners on its Highwood Avenue S`andpipe site located at 640 South McKnight Road, Maplewood, l�iinnesota �5119, to insiall and operate a wiraless intzmet s; s.zm; and �YHEREAS, staff and the assistant city attorney have prepared a Lezse Agree:ne�? which provides ior a five (�) yeaz lease and which automatically renews for three (3) additional five (5) yezr terms, starting at an annual iease raie of �17,000 and increasing each subsequent yeaz; and WHE�2EAS, the Lease A;reement is recoznmended for approval by staff and is approved as to form 'oy the city attorney's office; now, thereiore, be it RESOLVED, that the Lease Agreemert between the Board of Water Commissioners and Sprin# Soectrum L.P. is hereby approved substantially in the iorm submitted, and that the proper officers are hereby authorized to execute said Lease Agreement on behalf of the Board; and, be iti F�JILTHEI2 RESOLVED, that the Honorable Council of the City of Saint Paul is hereby requested to approve said Lease Agreement and to authorize the proper officers of the City of Saint Paul to execute said Lease Ag*eement on behalf of the City. Water Commissioners Yeas Cardinal Nay9 Harris Vice President Haselmann President Reiter Adopted by the Board of Water CommiaQioners Se�tember 12, � 2000 In favor 4_ Opposec�. � ��'�'"""' SECY. 00 -� SITE LEASE AGREEMENT Beiween Board of Water Commissioners and SPRINT SPECTRUM L.P. This Lease A�eement ("Lease") is entered into this day of , 2000, between the BOARD OF WATER COMiVIISSIONERS, Saint Paul, Minnesota, a municipal corporation mmder the laws of the State of Minnesota ("Lessor"), and SPRINT SPECTRUM L.P., a Delaware Limited Partnership, with an office at 9801 West Aiggins Rd., Suite 220, Rosemont, IL 60018 ("Lessee"). In consideration of the terms and conditions of this Lease, the parties agree as follows: l. Leased Premises. Lessor hereby leases to Lessee certain space located at and on the Lessor's Highwood Avenue Standpipe site located at 640 South McKnight Road, Maplewood, Minnesota 55119, which is legally described in attached E�ibit "A," Legal Description and Site Plan. The water storage facility and its appurtenances ("Structure"), and the Lessor's land upon which the Structure is situated are collectively called "the Property." The property interest leased and granted by the Lessor, ("Leased Premises") aze the following: • Ground space comprised of approximately 400 usable square feet. • Structure exterior space for attachment of antennas at 94 FAGL • Space required for cable runs to connect equipment and antennas • Non-exclusive easements required to run utility lines and cables • A non-exclusive easement across the Property for access No other space or property interests are being leased to Lessee except as described above and as described on E�ibit "A," Legal Description and Site PZan. 2. Terms/Renewals. (a) The terms of this Lease shall commence on the date first written above and shall terminate on December 31, 2005. Lessee and Lessor aa ee to enter into an addendum to this Lease confirming the Commencement Date, as contained in E�ibit "C," Memorandum ofLease Recording. (b) Lessee shall have the right to extend this Zease for three (3) additional five (5) yeaz terms (each a Renewal Term) subject to (c) below; (c) This Lease shall automaticaily be renewed for each successive Renewal Term unless Lessee is in default of any of the terms or conditions of this Lease, or unless Lessee notifies Lessor of its intention not to renew prior to commencement of the succeeding renewal term. 3. Rent Rent shail consist of Base Rent and such Additional Rent as may apply. Lessee shall make ail payments of Base Rent and Additional Rent to Lessor at the foIlowing address: Board of Water Commissioners 8 4th Street E, Ste. 4D0 Saint Paul, Minnesota 55101-1�07 Lessor's FIN number is # 41-b005�21 If this Lease is terminated, pursuant to the terms and conditions of this Lease, rent shall be pro-rated to the ternunation date or the date on which all of Lessee's equipment is removed from the Leased Premises, whichever is later. Lessee shali pay all rent annually in advance, on the first day of the term of this Lease and annually on or before the fust day of each January therea£ter, as indicated in the payment schedtile beIow: (a) Base Rent. Lessee shall pay Lessor, as rent, the sum of Seveuteen Thousand and No/Dollars ($17,000), ("Annual Rent"), peryeazbased upon Lessee's installation and operntion ofthe antenna facilities and freguencies identified in Extubit "B," Antenna Facilities and Frequencies, ("Antenna Facilities"), and located rvithin the Leased Fremises as shown on E�ibit "A,"Legal Description and Site PZan. The first year's rent shall be pro-rated to the end of 2000, and shall be paid within sixty (6o) days of the commencement date. The entire annual rent due hereunder shall be paid prior to January first of each succeeding year. Lessee may not install and/or operatz any additional antennas or related equipment beyond the antenna facilities and frequencies identified in E�ibit "B," Antenna Facil ities and Frequencies without a provision for additional rent and the prior written consent of Lessor, such consent not to be withfield or delayed without cause. (1) AnnualIncrease Commencing January 1, 2001, the rent shall be increased annually by four percent (4%) of the Annual Rent. (2) Re-evaluation at Renewal Term At the commencement of each Renewal Term, the Base Rent wiil be evaluated and establishe3 based on the following criteria: At least 360 days prior to the end of each five (5) year term Lessor shall notify Lessee in writing a request for a re-evaluation of the Base Rent. The re-evaluation deteimines whether the Base Rent for the first year of the ne� five (5) year term will be either: (1} as determined by the Annual Increase; or (2) the re-evaluated rent ("Re-Evaluated Rent") as calculated using the provisions detailed in this section. Included in the notification for re-evaluation, Lessor wiil N \CLERICAL�BOARDWgreementslLEASEISPRINNiighwood_OQ't po - $�o Base Rent. (continued) provide the Lessee with at least five (5) annual lease rates for similaz water tower sites in the Minneapolis metropolitan area If Lessee does not concur with Lessor's perception of the prevailing market rate as evidenced by Lessor's provided rates, Lessee will provide Lessor, in writing, with at least five (5) current lease rates paid by Lessee for similar water tower sites in the Minneapolis metropolitan area. The two hi�hest aad two lowest rents from Lessor's and Lessee's rates shall be discarded, and the remaining rents from both parties will be averaged together. The resulting rental rate is the calculated average for the re-evaluation at Renewal Term ("Calculated Average"). If either party is not sarisfied by the resulting Calculated Average, the unsatisfied party shall have the right Eo commission an appraisaI ("First Appraisal"), at its sole cost and expense, by an MAI c�ualified appraiser selected by Lessor and Lessee. Tn the event that the parties aze unable to reach a�eement upon an appraiser, either party may petition a court of competent jurisdiction for the appointment of such appraiser. If the higher of the First Appraisal and the Calculated Average is within one hundred twenty percent (120%) of the lower amount, the Re-Evaluated Rent shall be the average of the Calculated Average and First Appraisal . If the higher of the Calculated Average and First Appraisal is greater than one hundred twenty percent (120%) of the lower amount, Lessor and Lessee shall attempt in good faith to negotiate the Rent for the Renewal Term. If these negotiations aze not succesful, either pariy may require that a second appraisal ("5econd Appraisal") be conducted at the requesting party's expense by an MAI qualified appraiser selected by Lessor and Lessee. In the event that the parties are unable to reach agreement upon this appraiser, either pariy may petition a court of competent jurisdiction for the appointment of such appraiser. The Calculated Average, First Appraisal and Second Appraisal shall then be averaged and considered to be the Re-Evaluated Rent. The Base Rent for the firsY year of each Renewal Term shall be either the (1) Annual Increase, or (2) Re-Evaluated Rent , whichever is greater. In no event shall the annual instailment of rent due hereunder following such adjusiment or review be less than the amount of such installment in the previous year increased by four percent (4%). Should the re-evaluation process require more than 360 days to complete, the Annual Increase amount will be paid to Lessor prior to January 1 of the first year of the Renewal Term. Any incremental increase in rent that may be due as a result of the re-evaluation at Renewal Term will be paid by Lessee to Lessor forthe period between January 1 of the first yeaz of the Renewal Term and the date that the re-evaluation at Renewal Term is completed. (b) Additional Rent. Additional Rent means all amounts, other than Base Rent provided for in paragraph 3(a) above, that Lessee shall be obligated to pay under this paragraph or any other parao aph of this Lease. Additional Rent shall include the following fees, costs and expenses: Additional Rent. (continued) (1) costs for the repairs, improvements, or atterations required to be made by Lessee in Section 6. iLlaintenance arrd Repairs; (2) all tases on equipment personally owned by Lessee, general, or special. As a condition of Lessee's obligarion to pay any tas, Lessor shall provide Lessee documentation from the tasing authority indicating with reasonable certainty that the tax was directly attributable to Lessee's tenancy. Lessee shall have the rignt to file an assessment appeal, and Lessor shall cooperate in any such appeal as reasonably requested by Lessee, alI at Lessee's sole cost and e�ense; (3) all public utility rates, dues, and charges of any kind for utiliues used by Lessae at the Leased Premises; and (4) fees, costs, and expenses for property insurauce and/or uninsured losses as set forth in Section 13. Insurance. In the event that Lessee does not pay the required Additional Rent, Lessor may, at its option, and after ten (10) days prior written notice to Lessee, make such payments. Upon Lessor's notice to Lessee that it has made these payments, those amounts become due and payable by Lessee within thirty (30) days. (c) Lessee shall pay to Lessor a one time landscape screening fee of One Thousand and No/Dollars ($1,000). Said fee shall be paid within thirty (30) days of the commencement date. 4. Use ofLerued Premises. (a) Lessee may use the Leased Premises for the installation, removal, replacement, operation, and maintenance of facilities for the transmission and reception of radio communication signals in such frequencies as aze identified in E�ibit "B," Antenna Facilities and Frequencies and for the storage of related equipment in accordance witli tfie terms of ttris Lease. This use shall be non-exclusive and Lessorretains the rightto lease space to otherparties, providedthe use of such space does not interfere with Lessee's operations. Lessee shall use the Leased Premises in compliance with all federal, state, and local laws aud regulations. This Lease is contingent upon Lessee receiving all permits, license or approvais from all Iocai, state, or federal land use jurisdictions or agencies (e.g. F.A.A. and F.C.C.) for the intended use of the Leasad Premises. Lessee shall obtain a?1 such necessary permits, licenses or approvais. Lessor agrees to cooperate witt� Lessee, at Lessee's expense, in obtaining all sach necessary permits, ticenses or appravals. Lessee shali reimburse Lessor`s reasonable expenses for obtaining all licenses, permits and any and all other necessary approvals that may be required for Lessee's intended use of the Leased Premises. Lessee shall use the Leased Premises in compliance with all federal, state, and local laws and regulations. po -J'�o Use ofLeased Premises. (continued) (b) The primary use and purpose of the Leased Premises is for a water storage structure and appurtenances to provide water service to customers of the Lessor. Lessor's operarions in connection with pursuit of this primary use of the Leased Premises ("Operations") take prioriry over Lessee's operations and Lessor reserves the right to take any action it deems necessary, in its reasonable discretion, to repair, maintain, alter, or improve the Property in connection with its Operations. In the event that the use of the Structure for water service is jeopardized because of Lessee's operations on the Structure, Lessor shall provide written notice of such event to Lessee. Lessor and Lessee agree to work together to cure the occurrence which causes such jeopazdy. In the event of severe jeopardy (e.g. an antenna falling into the water Structure), Lessee shall immediately cease operations at that site. Only in the case of severe jeopardy may the Lessor remove Lessee's equipment. This severe jeopardy would be deemed an emergency situation. In the case of a non-severe jeopardy (e.g. a loose cable that blocks access through a caged ladder), Lessee shall make all good efforts to cure such jeopazdy within thirry (30) days of receipt of written notice of event. If Lessee does not cure such jeopazdy within thirty (30) days of receipt of written notice of event, said occurrence of jeopardy shall constitute an event of default as otherurise defined in Section 12. Termination. If circumstances beyond the control, of Lessee prohibit the jeopardy from reasonably being cured within tllirty (30) days, Lessee shail notify Lessor ofsuch circumstances and commence actions required to cure the jeopardy (e.g. assessing the problem, ordering necessary equipment) within seven (7) days of Lessor's written notice of jeopardy and shall diligendy pursue the cure to completion within a reasonable tune thereafter. 5. Installation of E'c�ipmenf and Leasehold Im�rovements (a) Lessee shall have the right, at its sole cost and expense, to install, operate and maintain in accordance with good engineering practices, and with all applicable Federal Communications Commission ("FCC") rules and regulations, on Yhe Leased Premises, all necessary equipment, personal property, and facilities which include radio transmitting and receiving antennas and frequencies not to exceed that designated in E�ibit "B," Antenna Facilities and Frequencies. (b) Lessee's initial installation of all Antenna Facilities and any and all subsequent revisions and/or modifications of the same, shall be subject to prior approval by Lessor. In the case of non- material revisions or modifications, Lessee shall provide oral notification of such plans, and Lessor shall provide oral approvat or objection within forty-eight (48) hours of receipt. Failure to make any oral objection within forty-eight (48) houts of receipt sha11 he deemed approval by Lessor. In the case of material revisions or modifications, Lessee shall provide written notice and Lessor shall approve or object to such plans within thirty (30) days ofreceipt, and failure to make any obj ection within said thirty (30) day period shall be deemed approval by Lessor. Any damage to the Property, Leased Premises, or any equipment thereon caused by Lessee's installarion and operations shall be repaired or replaced at Lessee's expense and to Lessor's reasonable satisfaction. Installafiorx of Eauipment and Lerueho[d Improvements. (continued) (c) Lessee shail provide Lessor with a site plan consisting of line or CAD drawings and diagrams of the Antenna Facilities and the improvements installed on the Property by Lessee, which show the actual location of all equipment and imgrovements. Said drawings shall be accompanied by a complete and detailed inventory of all equipment, persanal properry, frequencies, and Antenna Facilities, and shall be attached hereto as Exhibit "A," Legal Description and Site P1an and E�ibit "B;' Antenna Facilities and Frequencies, prior to installation. (d) The manner in which Lessee's Antenna Facilities or improvements are attached to the Structure shall be subject to prior written approval by Lessor. Lessor shall approve or object to the manner of aitachment withia ten (10) days of receipt of such plans, and Lesso�'s failure to make any objections within said ten (10) day period shall be deemed approvai by Lessor. (e) Prior to modifying or placing additionai �ansmitter or receiver frequencies on the Leased Premises, Lessee agrees to notify the Lessor at least si�y (60) days before the sa:ne are modified or additional frequencies aze added so tliat the Lessor can perform the necessary interference studies to insure that the modified or additional frequencies will not cause harnifiil radio interference to Lessor's or its existing tenants' operations. Lessee shall pay the reasonable costs for any such interference studies which will be performed by Lessor's own registered professional communications engineer. In the altemative, Lessee may perform the interference studies and submit the results to the Lessor. However, the Lessor, in its sole discretion, shail retain the right provided herein to submit the study results to its own registered professional communications engineer for review at Lessee's e�ense. 6. Maintenance and Renairs. (a) Lessee shall, at its own cost and expense, maintain its equipment in good and safe condirion and in compliance with applicable fire, health, building, and other life safety codes, and shall repair any part of the Leased Premises that was damaged by the placement of Lessee's equipment thereon. (b) Lessee shall have sole responsibiliTy for the maintenance, repair, and security of its equipment, personal properiy, Antenna Facilities, and leasehold improvements, and snall keep the same ia good repair and condition during the Lease Term. All Antenna Facilities and appurtenances affi�ced to the Structure snall be painted the same color as the Stracture. (c) Except in emergency situations, Lessor shall provide Lessee witli prior written notice o£ at least thirry (30) days when Lessor paints or repairs its Structure. Upon receiving sucfl notice, it �hall be the sole responsibiliry of Lessee to provide adequate measures to cover, protec� or remove, at Lessee's discretion, Lessee's equipment, personaL properiy and Antenna Facilities, and to protect the same from paint and debris fallout which may occur during the paint restoration process or repairs. In the event that Lessor's painring or repairing of the Structure or the Property causes Lessee's operation of the Antenna Facilities to be interrupted, Lessee may maintain a N:\CIERICAL\BOARD Wgreements\LEP,SEGSPRINTHighwood_ 6 00 -r�o Maintenance and Bepairs. (Continued) mobile site on the Properry or, after approval by Lessor, on any land owned or controlled by Lessor in the immediate area of the Property. Rent shall be abated on a prorated daily basis durin� such intemtptions if the interruption lasts for longer than thirty (30) days. 7. ProaertvAccess. (a) Lessee shall have access to the Leased Premises and Property twenty-four (24) hours a day, seven (7) days a week by means of existing access in order to install, remove, repair, operate, and maintain its Antenna Facilities. (b) Lessor is o anted supervised access to examine and inspect the Leased Premises for safery reasons and to insure that Lessee's covenants are being met. Lessor shall be Iiabie to and hold hannless Lessee from any damage to the Leased Premises or to Lessee's equipment and antenna facilities caused by Lessor in exercising its right to exaznine and inspect the Leased Premises. (c) Lessee may also, at its own cost and expense, enter upon the Property to study and determine the Property's suitability for any other use of Lessee, which studies may include surveys, radio wave propagation measurements, or field strength tests. 8. I7tilities. Lessor makes no representations that utilities adequate for Lessee's use of the Leased Premises aze available. Lessee will pay for all utilities used by it at the Leased Premises. Lessor will cooperate with Lessee in Lessee's efforts to obtain utilities &om any location provided by Lessor or the servicing utiiity. 9. Personal Propertv and Real Estate Taxes If any of Lessee's improvements constructed on the Leased Premises should cause the Property, or any portion of it, to be taxed for real estate purposes, it shall be the liability of Lessee to pay that portion of such properiy tases directly attributable to Lessee's equipment, provided Lessor shall give Lessee prior written notification of such taxes so that Lessee will have the opportunity to appear before the taxing anthority to contest such tases. Notwithstanding Lessee's nght to contest such taxes, Lessee shall pay its shaze of such taxes within ninety (90) days of receiving notice of the same. I0. Comnliance and Statutes Regulatdons andAp rp ovals Lessee's use of the Leased Premises herein is contingent upon its obtaining all certificates, permits, zoning, and other approvals that may be required by any federal, state or local authority, including but not limited to an engineering study and a radio frequency interference study. Lessee's Antenna Faciliries and any other facilities shall be erected, maintained, and operated in accordance with all state or federal or local or municzpal statutes, ordinances, rules, or regulations now in effect, or that hereafter may be issued by the FCC or any other governing bodies, and in accordance with any Leased Premises standazds annexed hereto as Extubit "D," Technical Minimum Site Standards. II. Inter erence. (a) All frequencies proposed for initial use shall be evaluated by Lessor's communications registered professional engineer. Lessee shall pay the reasonable costs of such evaluaTion. Lessee shall not transmit or receive radio waves at the Property until such evaluation has been satisfactorily completed. (b) Lessee's installation, operation, and maintenauce of its transmission facilities shall not damage or interfere in any way witti Lessor's operations, inciuding Lessor's radio frequency transmission, or repair and maintenance activities. Lessor's operations take priority over Lessee's operations and Lessor reserves the right to take any action it deems necessary, in its reasonable discretion, to repair, maintain, alter, or improve the Pmperty in connection with Lessor's Properry ogerations as may be necessary. For all substantial improvements or repairs, Lessor agrees to provide Lessee with at least sixty (60) days advance notice of the same and to reasonably cooperate with Lessee to catry out such activities with a minimum amount of interference to Lessee's transmission operations. For minor repairs or maintenance Lessor agrees to give two (2) days advance notice of aay such activities to Lessee and to reasonably cooperate with Lessee to cany out such activities with a minimum amount of interference to Lessee's transmission operations. Nonetheless, if Lessor's use of the Properiy does cause interference with Lessee's operation, the Lessor sfiall not be responsible, ancF, at Lessee's cfioice, Lessee may terminate this Lease under the notice provisions and conditions as contained elsewhere in this Lease. In the event of an emergency situation which poses an immediate threat of substantial harm or damaae to persons and/or property on the Laased Premises, Lessor may enter the Leased Premises aud take such actions as aze required to proteci individuals or personal property from such unmediate threat of substantiat harm or damage; provided that promptly afrer such emergency enhy into the Leased Premises, and in no event later than twenty-four (24) hours after such enhy, Lessor gives written notice to Lessee of Lessor's entry onto the Leased Fremises. (c) In its use of the Leased Premises, Lessee may not interfere with the Operations of Lessor or other parties who were occupants of the Properiy prior to the commencement date of this Lease, provided that the equipment used by I;essor or otker occupants is operating within the technical perimeters specified by its manufacturer and/or as defined by the FCC. In the event of any such interference, Lessee shall take all actions necessary to immediately etiminate such interference in accordance with reasonable technical standards. In the event Lessee cannot correct the interference, Lessee shall have the option to terminate this Lease without further liability hereunder, upon sizty (60) days written ttotice to Lessor. (d) Lessor will not �aat a lease To any other pariy for use of the Property, if such use would or is likely to interfere with Lessee's operations on the Leased Premises. Any future lease by Lessor ofthe Property to additional parties which permits the instaliation of communications eqnipment sfiaI1 be conditioned upon not interfering with Lessee's use of the Leased Premises, and shall be terminated if interference occurs and is not corrected within a reasonable time. Notwithstanding the foregoing, Lessee acknowledges that Lessor may lease the Properry, or any part of it, to otiier parties in close proximity to the Leased Premises, and Lessee agrees to work cooperatively with any such other parties, using accepted technical standards in accordance with FCC standards, to ensure that such other parties' vse and Lessee's use wiIl be compatible and wilt not cause N:\CLERICAL�BOARD WgreementslLEASEtSPRINTHighwoad_0a� �o -r�o Interference. (Continued) interference with each other. Lessor agrees that it will require the same obligation of all such future parties in any lease or agreement with such future parties. Further, Lessee aa ees to meet the conditions set forth in E�ibit "D," Technical Minimum Site Standards. (e) Lessor in no way guarantees to Lessee noninterference with Lessee's transmission operations, provided, however, that in the event that any other pariy requests permission to place any type of additional anteana or transmission facility on the Property, the procedures of this Section shall govem to determine whether such antenna or transmission facility wiil interfere with Lessee's transmission operations. If Lessor receives any such request or proposal from a party seeking to lease space on the Property, Lessor shall submit the proposal complete with all technical specificarions reasonably requested by Lessee to Lessee for review for noninterference. Lessee shall have thirty (30) days following receipt of said proposal to make any objections theretq and failure to make any objection with said thirty (30) day period shall be deemed consent by Lessee, subject to interference provisions of paragraph 11(c) of this Lease, to the installation of antennas or transmission facilities pursuant to said proposal. Lessee shall not be responsible for the expenses incurred in any independent validation of such interference objections. ( fl In the event that Lessee or other tenants on the Property experience interference of their approved frequencies and they cannot reach agreement as to the cause and remedy of such interference, the Lessor's own registered professional communications engineer shall determine such cause and remedy and Lessee shall abide by the engineer's determination. Lessor agrees that it will require the same obligation of ail such future parties in any lease or agreement with such other parties. (g) Without luniting the foregoing or any other remedy, Lessee shall have the right to terminate this Lease upon sixty (60) days written notice in the event its reception or transmission is interfered with by Lessor or its other tenants' equipment, such right to terminate shall bewme void if Lessor cures such interference within thiriy (30) days of receipt of written notice. I2. Terminatdon. Except as otherwise provided herein, this Lease may be terminated by either party upon sixty (60) days written uotice to the other party for the following reasons: (a) by either pariy upon a default of any covenant or term hereof by the other party, wiuch default is not cured within sixry (60) days of receipt of written notice of default to the other party (without, -howevei, limi#ing auy other rights of the parties at Iaw, in equity, or pursuant to any other provisions hereo fl, or if such cure cannot be completed within sixty (60) days, within such reasonable time as may be required provided the defaulting party commences the cure within ten (10) days of receipt of written notice of default and diligently pursues such cure to completion. (b) by Lessee if it is unable to obtain or maintain any license, permit, or other governmental approval necessary for the construction and/or operation of the Antenna Facilities or Lessee's business; Terminatian. (Continued) (c) by Lessee if the Leased Premises is or becomes unusable under Lessee's design or engineering specifications for its Anteana FaciIities, or communications system. (d) by Lessor, ii it dete;mines, after review by 2n independent structural engineer, that the Properiy is strucnu�ally unsound, including but not limited to consideration of age of the structure, damage or destruction of all or part of the Froperty from any source, or factors reiating to condition of the Property; (e} by Lessor if Lessee fails to pay rent provided for in Section 3. Rent within thirry {30) days of receipt of written notice from Lessor of a zent or oiher payment being overdue. I3. Insurance. (a) Lessee shall obtain and maintain adequate insivance to protect the parties against any and alI claims, demands, actions, jud�nenYs, e�enses, and liabilities which may arise out of or result from Lessee's use of the Leased Premises. Any agpticable policy sha211ist the Lessor aud the City of Saint Paul as additional insured, and shall provide that it will be the primary coverage. The insurance coverage must include, at a m;n;mum, Comprehensive General Liability Insurance Coverage, including premises/operation coverage, bodily injury, property damage, independent contractors liability, compieted operations coverage, and contractuat liability coverage, in a combined single 1'unit of not less than One Million Five Hundred Thousand Dollars (�1,SOO,D00) per oc�arrence, subjeci to Three MiIlion Dollars ($3,000,000) aggregate. Lessee may satisfy this requirement with underlying insurance and/or an umbrella policy. (b) Lessee shall provide Lessor, prior to the Commencement Date and before each Renewal Term ofthis Lease, evidence ofthe required fnsurance in the form of a certificate of insurance issued by an insurance company licensed to do business in the State of Minnesota, which includes all coverage required in patagraph 13(a) above. Said certificate shall also provide that the coverage may not be canceled, or non-renewed, or materially changed without thirty (30) days written notice to Lessor. 14. Indemnity. Lessee agrees to indemnify, defend, save, and hold harmless the Lessor and the Ciry of Saint Paul, and/or any agents, officers or employees thereof from all claims, demands, actions, or causes of action of whatsoever natuze or character, arising out of, or by reason of, the Lease of the herein described Leased Premises by the Lessor to Lessee, or arising out of, or by reason of, the use or condition of the Leased Premises, or as a result of Lessee's operations'or business activities taking place on the Leased Premises, provided the same is not due to the contributory negligence or wiilful misconduct of the Lessor, the City of Saint Paul and/or any agents, officers, or employees thereof. It is fully understood and agreed that Lessee is aware of the conditions of the Leased Premises and leases the same "as is." �5. Dama2e or Destructian Tf ttte Property or any portion thereof is c3estroyed or damagec3 so as to hinder its effective use, Lessee may elect to terminate this Lease upon thirty (30) days written notice to Lessor. In such event, all rights aud obligations of the parties shall cease as of the date of tke damage or destruction aad Lessee sha11 be enritled to fl�e reimbursement of any rent prepaid by Lessee, prorated to the date of ttte event N:\CIERICAL�BOAROWgreementslLEASEISPRINTViighwoad_001 10 �_�o 16. Notices. P.11 notices, requests, demands, and other communicarions hereunder shall be irt writing and shall be deemed given when personally delivered or mailed, certified mail, return receipt requested,to the following addresses: If to Lessor, to: Board of Water Commissioners Atin: Bill Tschida 8 Fourth Street East, Suite 400 Saint Paul, i � 55101-1007 If to Lessee, to: Sprint Spectrum L.P. Aitn: 7ames G. Meyers 9801 West Hig�s Road Suite 220 Rosemont, IL 600118 with a copy to: Sprint Spech�um L.P. 4900 Main Kansas City, MO 64112 17. Representations and li'arranties. {a) Lessor represents that (i) it has full right, power, and authority to execute this Lease; (ii) it has good and unencumbered title to the Properry free and clear of any liens or mortgages, subject to such liens of record; (iii) Lessee shall have quiet enjoyment of the Leased Premises during the term of this Lease in accordance with its terms. (b) Lessor represents that it has no knowledge of any substance, chemical or waste on the Property that is identified as hazatdous, toxic or dangerous in any applicable federal, state or local law or regulation as defined in paragraph 1� (c) of this Lease. Lessee represeffts and warrants that its use of the Leased Premises herein will not generate and it wili not store or dispose on the Properry nor transport to or over the Property any hazardous substance, chemical or waste contrary to any law or regulation. Lessee further agrees to hold Lessor harmless from and indemnify Lessor against any release of any such hazardous substance, and any damage, loss, expense, or liability resulting from the breach of this representation or from the violation of any state ar federal law by such release associated with Lessee's use of hazazdous substances, including payment of all attomeys' fees, costs, and penalties incurred as a result thereof, except for any release caused by the negligence or willful misconduct of Lessor, its empioyees, or agents. (c) "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous, or toxic or radioactive substance, or other similar term by any federal, state, or local environmental law, regulation or rule presenfly in effect or promulgated in the future, as such laws, regulations, or rules may be amended from time to time. Lessor acknowledges Lessee's use of batteries as back-up power and deems them acceptable as long as such batteries aze used in accordance with a11 applicable laws and good engineering practices. (d) The individuals signing and executing this agreement on behaif of Lessee warrant that they have the requisite corporate power and authozity to enter into and perform this agreement on behalf of Lessee. I8. No Liabiliiy on Lessor. Except due to Lessor's willful misconduct or gross negligence, Lessor shall not be liable for any damage to Lessee's equipment or facilities, and Lessor shall not be liable foz vandalism or malicious mischief caused by third parties, known or unknown, to Lessee's equipment or facilities. I9. Assimemext (a) Lessee may not assign or sublet this Lease without the prior written consent of Lessor, wiuch consent shall not be withheld or delayed without reasonable cause, Notwithstanding the provisions of this paragraph, Lessee shall have the right, without Lessor's consent, to assign this Lease to any financially responsible parent, subsidiary, or affiIiate of Lessee or any corporation into which Lessee may be merged or consolidated or which purchases all or substanrially aIl of the assets of Lessee, as long as assignee assumes the obligations of this Lease. Any approved sublease that is en#ered into by Lessee shall be subject to all of the provisions of this Lease. (b) The parties acknowIedge ttiat this is a nonexclusive Ieasz. Nothing in ttus Lease shall preciude Lessor from leasing other space on tfie Property to any other person or entity wiuch may be in competition with Lessee, or any other parry, subject ro the conditions set forth in Section 11. Interference. 2d. Successors and�4ssi;ns. This Lease shali run with the Property. This Lease shal2 be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 21. Surrender ofPremises. At the expiration of the initial term of this Lease, or any Renewal Term, or any earlier termination of tkis Lease, Lessee skall quit peacefutly aud surrender possession of said Leased Premises in as good condition as when it was delivered to Lessee, reasonable wear and tear and casualty loss excepted. Lessee shall remove its equipment, personal property, Antennas Facilities, and leasehold improvements from the Property on or before date of expiration or termination, and shall repair any damage to the Property caused by such equipment, all at Lessee's own cost and expense. 22. Markin� and Lin htingReauirements. Lessor aclmowledges that it shall be responsible at Lessor's sole cost and ea�pense, for compliance with all building marking and lighting requirements that �lie Fedezal Aviation Administtation ("FAA") may require with respect solely to the height of Lessor's Structure. The responsibility, however, is expressly limited to the requirements that would be required of an elevated water storage faciliiy having no communications equipment installed on it, irrespective of Lessee antennae. Lessor shall indemnify and hold harmless Lessee from any fines or other Iiabilities caused by Lessor's faiIure to comply with such requirements for the elevated water stonge facility Structure. Further, should the FAA cite Lessee or in the eveut any claims are brought against Lessee because the Structure alone is not in compliance as opposed to the water Structure and anteanae, then Lessor shall indemnify Lessee for full costs, Iiabilities, damages and eapenses, including reasonable attomey's fees. Further, if Lessor does not cure the condirions of noncompliance on the Structure within the time fcame alIowed by the citing agency, Lessee may terminate this Lease immediately without any further liabiiity hereunder upon written notice to Lessor. N:ICLERICAL�BOARDWgreements�LEASESSPRINTHighwoad_001 12 a o -Y�o [Ylarkin� and Lighting Re�uirements. (Continued) Lessee acknowledges that it shall be responsibie at Lessee's sole cost and expense, for compliance with ail building mazking and li�hting requirements that the Federai Aviation Administration ("FAA") may require with respect to Lessee's antennae. In the event the F_AA determines that Lessor's water tank needs to be marked, lighted, or in any way modified due to the existence of Lessee's anteanae, Lessee shall have the option to mark and light the tank at its own expense, or to terminate this Lease, pursuant to Section 12. Termination, and remove all its equipment at its own cost without any further liability to either parry hereunder upon thirty (30) days written notice to Lessor. Said mazking, lighting and modifying shall be subject to prior written approval by Lessor, such approval not to be withheld without cause. Lessor sk�all approve or object to such plans within thirry (30) days of receipt, and failure to make any objection within said thirty (30) day period shall be deemed approval by Lessor. 23. RFCom�iance. (a) Lessor's communications registered engineer may perform a radiation survey of the Property following Lessee's uutial RF transmissions on the Premises. Lessee shall pay the reasonable costs for such survey, which costs shall not exceed $1,000. (b) Lessor shall cooperate with and permit Lessee to implement reasonable measures at the transmitting site, including restricting public access and posting signs and markings, in order for Lessee to fulfill its Radio Frequency exposure obligations. Lessor agrees that in the event any future lessee ("Future Lessee") causes the entire site to exceed FCC Radio Frequency radiation lunits, as measured on the Premises, Lessor shall hold the Future Lessee liable for such later-arising non- compliance. 24. Cottage Avenue Stand�e Siie Improvements Lessee currently leases space from Lessor at its Cottage Avenue Standpipe site located at 2100 East Cottage Avenue, Saint Paul, Minnesota 55119 referrer3 ko by Lessee as St. Paul Water Tower, Site Number MS03XC472. Pursuant to Lessee's letter dated July 25, 2000, within sixry (60) days of the commencement date of this Lease, Lessee shall punt all Antenna Facilities and appurtenances �xed to the water sYandpipe structure in a color which matches the struchue as close as is possible, all at Lessee's sole expense. 25. Miscellaneous. (a) Each party a�ees to fiunish to the other, within twenty (20) days after notice of receipt of the request, such truthful estoppel information as the other party may reasonably request. (b) This Lease constitutes the entire agreement and understanding of the parties and supersedes any and all offers, negotiations, or other agreements of any kind. There aze not representations or understandings of any kind not set forth herein. Any modification of or amendment to this Lease must be in writing and executed by both parties. Miscellaneous. (Continued) {c) This Lease shall be construed in accordance with the laws of the State of Minnesota. An"y legat action may only be commenced and proceed in the relevant district court in Ramsey County, Saint Pau1, Mianesota. (d) If any term of this Lease is found to be void or invalid, such invaiidiry shall not afFect the remaining terms of this Lease, which shall continue in fuil force and effect. (e) Upon request by Lessee, Lessor agrees to execute a recordable i�iemorandum of this Lease. ( fl Any claim, controversy or dispute arising out of this Lease shall be settled by binding azbitration in accordance with the applicable rules of the Americau Arbitration Association, arx3 judgment upon the awazd rendered by the azbitrator may be entered in any court having jurisdicrion thereof. The azbitration shall be conducted in the county where the property is Iocated. The azbitrator shatl have the authority only to awar3 compensatory damages and shall not have autsority to award punitive damages or other noncompensatory damages. The parties hereby waive all rights to and claims for monetary awards other than compensatory damages. The azbitrator sha11 be either a retired judge Qr another professzona2 whose expertise includes the subject area of the dispute. (g) E�ibits "A" through "D" listed below are hereby incorporated into ttus Lease by reference. E�ibit "A" Legal Description and Site Plan E�ibit "B" Antenna Facilities and Frequencies Ezc�ibit "C" Memorandum ofLease Recording E�ibit "D" Technical Minimum Site S#andards END N:tCIERICALl80ARDWgreementstLEASEISPRINiUtighwood_00� � 4 p _�fl IN WITNESS WHEREOF, the parties hereto have executed this Lease, the day and year first above written. Lessor: A.DPROVED: By Bemie R. Bullert, General Manager Saint Paul Regional Water Services Approved as to form: I� Assistant City Attomey APPROVED: BOARD OF WATEI2 CDi1�Ll�IISSIONERS FPi 141-6005521 By James C. Reiter, President Janet Lindgren, Secretary CI'�'Y O�' SAINT PAiTi�: By Mayor By Ciry Clerk By Di:ector, Office ofFinancial Services Lessee: SPRI�T SPECTRUYI L.P. By By Its Legal Counsel James G. Meyers, Director of Site Development N:\CLERlCAL\BOARDWgreementslLEASEISARINTHighwood_00� 15 Q � C L � � O n {.�.� Q W Z L � � Z � � � � � � � � 11 � . t 0 � � ° �� o=`s 0 0 < _ � � 0 0 � _ � m � � E � � _ - V U V U W C G w w�� Cy oN��W�w� r� G< O w V �n =m C� �= o� V o; ii 00 ¢¢ � m _ U 6 � > w U Q � w N Q m _ O � � O S" m ° � F � � F� C � �� i\ 3�z pw Om pb �b V 3� (/i � �g �g= �� :, o „ ° P �- -- : " — � =- _- yW �� _% °� �$ �< N<iwi� Zw � 1 <5 65WZO� �� W GriC K b� `=� r� < Z�-+ o o a ' �"dz� a3w � F' N aF �i vi �� : N n v O O O J �« J� O O O O <Z z N W ~ 3 � W m � � N V N � � � ?S °� � `a < � x ¢ Z O 6 U � R S 8 �� "s ��_ �. a- e ��s �'�sg WW ;e g a� e ;„ x g_ �� g��.°�� `� �� €�� ' ��mi�2=i _b'u�. CC: °'. 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Maximum or 12 per site Freqnencies — Band A Receive Ran�e 1850 - 1865 MHz Transznit Range 1930 - 1945 Ni�iz Receive Transmit RX (lYg3z) Tg (I�IIIz) Channei 1 1851.25 1931.25 2 1852.Sll 1932.50 3 1853.75 1933.75 4 1855.00 1935.00 5 1856.25 1936.25 6 1857.50 1937.50 7 1858.75 1938.75 8 1860.OU 1940.00 9 1861:L5 1941.25 10 1862.50 1942.5fl li 18b3.75 19�3.75 EXHIBIT �B" ab-�'1° Recording Requested by: Sprint Specmim L.P. 4900 Main Kansas City, MO 64112 When Recarded Mail to: Sorint Soectrum L.P. Atm: James G. Yieyers 9801 Wesz Higgins Road, SuiYe 220 Rosemont, IL 600118 (space nbove this line jor Recorder's use on(y) Memorandam of Lease � HIS MEMORANDUM OF LEASE is entered into as of , by and between BOARD QF WATER CONIlVIISSIONERS, Saint Paul, Minnesota, amunicipal corporation under the laws of the State ofMinnesota ("Lessor"), and SPRINT SPECTRUNd L.P, a Delaware Limited Partnership, with an ofFice at 9801 West Higgins Rd., Suite 22Q Rosemont, IL 60018("Lessee"). AGREEMEPiT 1. LEnSE oFPREMISES. For the purpose of installing, operating, and maintaining a communicarion facility and other improvements, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessoz, certain premises located at 640 South McKnight Road, City ofMaplewood, Counry of Ramsey, State of Minnesota, and more particulazly described in, and on the terms and conditions more particularly set forth in, that certain Communication Facility Lease dated September 12, 2000 (the "Lease") by and between Lessor and Lessee, which terms and conditions aze hereby incorporated by reference. 2. The Term of Lease shali terminate on December 31, 2005, subject to three (3) additional terms of five (5) years each. 3. The Lease provides in part the �ant of easament for unrestricted rights of access and to electric and telephone facilities. 4. The subject property affected by the filing and recordin� of this Memorandum of Lease is described in Exhibit "A," attached hereto and incorporated herein by reference. EXHIBIT "C" 00 -Mo IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day and year first above written. Approved Lessor. Board of Water Commissioners, a l'Sinnesota :l'tunicipal Corporation By: D�iatthew J. Pfoni I`s: Assistant City Attomey By: James C. Reiter Its: President B Janet Lind�en Its: Secretary CITY OF SAINT PAUL B Its: Mayor By: Its: City Clerk By: (name typedJ [name typedJ 3ts: Director, Office of Financial Services �mm�e typedJ Lessee SPRINT SPECTRIJYI L.P, a Delaware Limited Par�ership � James G. Meyers, Director of Site Development pa-r'�� STATE OF COUNI'I' OF ACK�i TOWLEDGEME�(TS ) ) ss. ) On ,beforeme, ,NotaryPublic,personallyappeued viatthew J. Pfohl, Sames C. Reiter and Janat Lind�en, 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 r.ie that he executed the sazne in his authorized capacity, and that by his siQnature on the instrument, the person, or the entity upcn behalf of which the person acted, executed the instrument. Wimess my hand and official seal. (SEAL) Notary Public My commission expires: STATE OF COUNTY OF On appeared _ ) ) ss. ) before me, Notary Public, personally , 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 he executed the same in his authorized capacity, and that by his sia ature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. (SEAL) Notary Public My commission expires: ao -d'� ACI�i i OWLEDGEI�NTS STATE OF COUNTY OF before Notary Public, personally appeazed Frederick K. Owusu, 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 he executed the same in his authorized capacity, and that by his si�nature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. (SEAL) Notary Public My commission expires: STATE OF COUNTY OF ) } ss. ) ) ss. ) On , before me, Notary Publiq personally appeared , 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 he executed the same in his authorized capacity, and that by his si�ature on the insmimem, the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. (SEAL) Notary Public My commission expires: ao-�� TEC�TICAL ! �� TU�I SITE ST�.IYD�RDS Saint Paul Regional Water Services Water Tower �,ntenna Site All equipnen# must be fiouse3 in an P.F ti�at, �e*a1 enclosure thai �rovides at Iea_st 60 db oi ati�uarion to any interaal RF si�als. Desk-tap base st2tioas �d open racks cannat be use3 withont specizl approval. Addi�onal shielding kits may be required. At least 60 db of isolation for 450 MFiZ, 840 tYSHZ and 9�Q NIHZ �ansmitters and 30 dh of isola�on for 150 N�3Z 2nd ?0 tiIF� h ansmit�ers must be provided. A harmonic filie- must be provided on the transr,�itters between the antenna and any ierrite device used_ Additional fiitering and isolation may be required and will be considered on a case-by-case basis_ Maximum transmitter power allowed into the antenna ieed line shail be 110 watts per transmitter. Hi�her power 1evels will be considered on a case-by-case basis. Additional protective devices may be required. 4. Only j acketerl copper Heliax cable shall be per�nitted for �ansmission lines at the site. All on-site intercabling must use RGl9, RG/142, RG/21� or %z inch SuperIlex. RG/8 or any other single shielded cable will not be allowed_ Proposed traasmitters thaY wiil causa second order, third order or fiith order intermodulation products on existing receiver frequencies will not be permitted on the site_ A receiver with the same frequency as an esisting second order, third order or fi$h order intermodularion product at the site will not be permitted on the site. 6. All transmit*ers shall be equipped with band-pass cavities that wili provide at leas� the following atYenuarion oi s.de baud noise, if ne�sied: 401gIZ band: 150 iv¢iZ band: 450 &1HZ band: 800/900 �L3Z band: �crowave: EXHiB1T s`D" 50 db at 1 itiLiZ 50 db at 1.5 iVi"t3� 50 db at 2.5 NLz3Z SOdbatlO�Z 50 db at 20 NI`i3Z po-t�o 3�CH�i �ICAL ! � 1l'iU SITE STA.i��ARDS - Continued 7. Each cabine: must be identined by the ownefs na_me, address, FCC staaoa license numher and the name and telzphone numbez of Lhe responsible service a�eacy. 8. Prior to approvin� any application for antenna space at the site an en�nee:in� study will be prepared by �e En�ne�. for the St. ?au1 Water Utility consistir_� oi at least the follotivin� items: a. Intezmodulation interfezence t(P�i) calcu]ations of all transmitters and receivers kncwn to e�st in the area at time of applicarion. (Study will inciude 2nd, 3rd a��d Sth order LM terms, a�d A= B- C, three-product terms.) b. Transmit�er noise and reeeiver desensing calculations oi a:I equipment at the site. c. Anaiysis ofbest equipment and antenna locations at the site. d. Analysis of AC power requirements. ` e. Report to prospective site user regarding application. 9. Plan and sQecifications to secure equipment to the tower must be submitted to and approved by Saint Paui Re�onai Water Services prior to installation. - End -