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10-329Council File # �0 � �j �-� Green Sheet # 3101636 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 WHEREAS, the City of Saint Paul does possess fee simple title to the water tower site commonly known as the Cottage Avenue Standpipe site, located at 2095 Clear Avenue, Saint Paul, Minnesota (the "Property"), such possession of title being for benefit of the Board of Water Commissioners; and WHEREAS, Clear Wireless, LLC desires to lease space at the Property from the Board to install and operate a wireless communication system; and WHEREAS, the Board did adopt Board Resolution No. 7066 which approved a Lease Agreement with Clear Wireless, LLC allowing such an installation, and which did also request that the Honorable Council of the City o£ Saint Paul likewise grant approval of the lease; now, therefore, be it RESOLVED, that the Lease Agreement between the Board of Water Commissioners of the City of Saint Paul and Clear Wireless, LLC allowing the installation and operation of a wireless communication system at the Board's Cottage Avenue Standpipe site, located at 2095 Clear Avenue, Saint Paul, Minnesota is hereby approved, and that the proper officers are hereby authorized and directed to execute said Lease Agreement on behalf of the City of Saint Paul. Bostrom Carter Harris Helgen Stark Thune Adopted by Council: Date Absent Requested by Depaztment o£ Saint P ul Re ional Watec Sei � By: ' Appiovec} �F� By: '�/ Approved by City khorney � ay: ✓ "P � ✓ � � � Adoprion Certified by Co ci: Secretary B➢� 1 I J/P//�Yl� i'//_5.� Approved b�te lT �l� By: Approv b� S missio ' c' � By: RESOLUTION CfTI( OF SAINT PAUL, MINNESOTA � � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � DepartrnenUOffice/Council: Date Initiated: ` D � � wA_WaterUtility o9M�2o,o Green Sheet NO: 3101636 Conqct Person & Phone: Departrnent Sent To Person InkiaVDaM Bill TSChide � 0 ater Utili Steve Schneider � 66265 1 i Attorne Lisa Veith Assign 2 inancialServices Mar aretKell Must Be on Council Agenda by (Date): Number 3 a or's Office Ma or Coleman 24MAR-10 For Routing 4 ouncil 0 Doc. T OTHER (DOESNT FIT ANY Order 5 i Clerk 0 �� CATEGORI� E-DocumentRequired: N Document Contact: Contact Phone: Total # of Signature Pages _(Clip Ali Locations for Signature) Action Requested: Adopt Council Resolution approving and authorizing execution of a lease ageement between the BWC and Cleaz Wireless, LLC, allowing the installation of a Wi-Mas wireless system at the Boazd's Cottage Avenue Standpipe site at 2095 Clear Avenue in St. Paul. Attachments: 1) Staff Report, 2) Proposed Council Resolution, 3) Lease Agreement, 4) Boazd Resolution No. 7066 Recommendations: Approve (A) or Reject (R): Personal Service Contracts Must Answer the Following Questions: Planning Commission 1. Has this persoNfirm ever worked under a contract for this department? CIB Committee Yes No Civil Service Commission 2. Has this person/frm ever been a city employee? Yes No 3. Does this personffrm possess a skill not nortnally possessed by any current ciry employee? Yes No Expiain all yes answers on separete sheet and attach to green sheet. Initiaiing Problem, Issues, Opportunity (Who, What, When, Where, Why): Clear Wireless, LLC desires to lease space on the Board's Cottage Avenue Standpipe site located at 2095 Clear Avenue [o install and opera[e a Wi-MaY wireless system. The property is in the name of the City for benefit of the Boazd. AdvanWges If Approved: r� .-. Board of Watei Commissioners will receive additional revenue. ;� �A�c 1 � ��10 DisadvanWges If Approved: None. �� � ����� Disadvantages If Not Approved: Revenue potential will no[ be realized. Total Amount of CosURevenue Bud eted: Transaction: 9 Funding Source: Activity Number: Financial Information: (Explain) March 9, 2010 1238 PM Page 1 ; � � E� �E ' COTTAGE AVENUE STANDPIPE ����1 d�� n~.�" � 6 00�����s 4� LOCATION MAP _$ �o��� a � ��°�m�_�.s� �r� 10-329 Staff Report Mazch 10, 2010 Cottage Avenue Standpipe site Lease Agreement between Board of Water Commissioners and Clear Wireless, LLC Cleaz Wireless, LLC desires to install and operate a Wi-Max communication system at the Board of Water Commissioners Cottage Avenue Standpipe site located at 2095 Clear Avenue in St. PauL The properry is in the name of the City for benefit of the Board. The installation includes three 4-foot antennas and up to three 2-foot dishes on top, and cabinets on the ground. A noise deadening fence will be installed around the ground equipment. Following negotiations, staff prepared the attached 5-year lease that automatically renews for three additional 5-yeaz terms and has a starting annual rent of $20,000 with a 5% annual escalator. On February 17, 2010, District Council No. 2 unanimously supported the installation. The Board of Water Commissioners approved the lease at its March 9, 2010 meeting and requested the City Iikewise approve the lease. See attached Location Map. BOARD OF WATER COMMISSIONERS RESOLUTfON — GENERAL FORM PRESENTcD BY Helgen COMMISSIONER D%+ �ilarch 9, 2010 10-329 7066 WIIEREAS, Cleaz Wireless, LLC desires to lease space from the Board of Water Commissioners on its Cottage Avenue Standpipe located at 2095 Cleaz Avenue in the city of Saint Paul to install and operate a Wi-Max communication system; and WIIEREAS, staff has prepared a Lease Agreement which provides for a �-year term that automatically renews for three additional 5-yeaz terms, starting at annual rent of $20,000 and increasing each year by five percent (5%); and WHEREAS, staff has recommended approval of said Lease Agreement; now, therefore, be it RESOLVED, that the Lease Agreement between the Board of Water Commissioners and Clear Wireless, LLC allowing for the installation of Wi-Max equipment at the Board's Cottage Avenue Standpipe site is hereby approved in substantially the form submitted, and that the proper officers are hereby authorized and directed to execute said Lease Agreement on behalf of the Board following approval by the assistant city attomey; and, be it FURTHER RESOLVED, that the Honorable Council ofthe City of Saint Pau1 is hereby requested to approve said Lease Agreement and to authorize and direct the proper officers ofthe City of Saint Paul to execute said Lease Agreement on behalf of the City. Water Commissioners 1 'e� Anfang Bykowski Helgen Rleindl Vice President Zanmiller President Aarris Nays Adopted by the Board of Water Commissioners March 9, �p10 In favor 6 Oppos�3 � .'v�Y��iB o-ww5`° � 10-329 SITE LEASE AGREEMENT Between Soard af Water Commissioners of the City of Saint Paul and Clear Wireless, LLC This Lease Agreement ("Lease") is entered into this day of , 2010, between the BOARD OF WATER COMIYIISSIONERS OF THE CITY OF SAIlVT PAiJL, a Minnesota municipal corporation ("Lessor"), and CLEAR WII2ELESS, LLC, a Nevada limited liability corporation ("Lessee"). In consideration of the terms and conditions of this Lease, the parties a�ree as follows: 1. Leased Premises. Lessor hereby leases to Lessee certain space at Lessor's Cottage Avenue Standpipe, located at 2095 Clear Avenue, Saint Paul, Minnesota SSi19. The water storage facility and its appurtenances ("Structure"), and the Lessor's 1and upon which the Structure is situated are collecfively called fhe "Property". The properiy interest leased and granted by the Lessor to Lessee (collectively, the "Leased Premises") consists of the following: • space inside the compound comprised of approximately _' x_', usable square feet; • structure exterior space for attachment of antennas at alpha, beta & ganuna sectars at 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 aze being leased to Lessee except as described above and as described on Exhibit "A," Legal Description and Site Plan. 2. Terms/Renewals. (a) The initial term of this Lease sha11 commence on the first day of the month following Saint Paul City Council approval, (the "Commencement Date"), and shall expire on December 31, 2014. Lessee and Lessor agree to enter into an addendum to this Lease conf'u�ming the Commencement Date, as contained in E�ibit "E," Memorandum of Lease Recording, attached hereto and incorporated herein. (b) Lessee shall have the right to extend this I,ease for three (3) additional five (5) year terms (each a"Renewal Term") subject to (c) below. (c) This Lease shall automatically be renewed for each successive Renewal Term ur.less Lessee is in default beyond applicable notice and cure periods 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. Renz Rent shall consist of Base Rent and such Additional Rent as may apply. Lessee shall make all payments of Base Rent and Additional Rent to Lessar at the following address: 10-329 Board of Water Commissioners Attn: Accounting 1900 Rice Street, Office Building Saint Paul, Minnesota 55113 Lessor's FIN number is # 41-6005521. Lessee shall pay all rent annually in advance, as indicated in the payment schedule below: (a) Base Rent L,essee shall pay Lessor, as rent, the sum of Twenty Thousand Dollars ($20,000) ("Annual Rent"), per year based upon Lessee's installation and operation of the antenna facilities and frequencies identified in E�ibit "B," Antenna Facilities and Frequencies, ("Antenna Facilities"), attached hereto and incorporated herein. The first year's Annual Rent shall be pro-rated to the end of 2010, and shall be paid within sixty (60) days after the Commencement Date. Thereafter, the Annual Rent due hereunder shall be paid prior to January first of each succeeding year. Lessee may not install and/or operate any additional antennas or related equipment beyond those Antenna Facilities and frequencies identified in E�ibit "B," Antenna Facilities and Frequencies without the prior written consent of Lessor, such consent not to be withheld, conditioned or delayed without cause. (b) AnnualIncrease Commencing January l, 2011, and on January 1 of each subsequent year, the Annual Rent shall be increased annually by five percent (5%). (c) 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 paragraph of this Lease. Additional Rent shall include the following fees, costs and expenses: (1) costs for the repairs, improvements, or alterations required to be made by Lessee in Section 6. Maintenance and Repairs; (2) all general, or special taxes on Lessee's personal property. As a condition of Lessee's obligation to pay any tax, Lessor shall provide Lessee documentation from the taxing authority indicating with reasonable certainty that the tax was directly attributable to Lessee's tenancy. Lessee shall have the right to file an assessment appeal, and Lessar shall cooperate in any such appeal as reasonably requested by Lessee, all at Lessee's sole cost and expense; (3) a11 public utility rates, dues, and charges of any kind for utilities nsed by Lessee at the Leased Premises; and (4) fees, costs, and expenses for property insurance and/or uninsured losses as set forth in Section 13. Insurance. 2 10-329 In the event that Lessee does not pay the required Additional Rent to the appropriate pariy, Lessor may, at its option, and after thirty (30) 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. 4. Use ofLeased Premises. (a) Prunarv Use of Propertv The primary use and purpose of the Property, including the Leased Premises, is for a water storage structure and appurtenances to provide water sercice to customers of the Lessor ("Primary Use"). Lessor's operations in connection with pursuit of the Primary Use ("Lessor's Operations") take priority over Lessee's operations. (b) Jeopardv of Primarv Use (1) In the even4 that the Lessor's Primary Use of the Structure is put at risk because of Lessee's operations ("Jeopardy'), Lessor shall provide written notice of such event to Lessee. Lessor and Lessee agree to work together to cure the occurrence that causes the Jeopardy. Lessee sha11 make all good ef#�orts to cure the Jeopardy within thiriy (30) days of receipt of written notice of event. If Lessee does not cure the Jeopardy within thirty (30) days of receipt of written notice of event, said occurrence of Jeopardy shall constitute an event of default by Lessee, as otherwise defined in Section 12. Termination. If circumstances beyond the control of Lessee prohibit the Jeopazdy from reasonably being cured within thirty (30) days, Lessee shall notify Lessor of such 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 sha11 diligendy pursue the cure to completion within a reasonable time thereafter. (2) In the event of Jeopardy that poses an immediate threat of substantial hann or damage to the water supply, to persons, and/or property on the Leased Premises, as solely determined by Lessor ("Severe Jeopardy"), Lessor may enter the Leased Premises and take actions it determines are required to protect the water, individuals ox personal property from such Severe Jeopardy; provided that promptly after such emergency entry onto 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 emergency entrance. (3) If Lessor deternunes that the conditions of a Severe Jeopardy would be benefited by cessation of Lessee's operations, Lessee shall immediately cease its operations on the Premises upon notice from L,essor to do so. (c) Lessee's Use of Leased Premises (1) Lessee shall have the non-exclusive right, at its sole cost and expense, to use the Leased Premises as a wireless communications antenna facility ("Approved Use"). (2) In accordance with this Approved Use, the Lessee has the right to install, operate, maintain, repair, replace, store or remove its antennas, utility building, equipment, personal property, leasehold improvements, and appurtenances (collectively, "Antenna Facilities") as shown in E�ibit "B", Antenna Facilities and Frequencies and attached E�ibit "A", Lega1 Description and Site Plan. 3 10-329 (d) Laws Governina Use Lessee shall use the Leased Premises only in accordance with good engineering practices and in compliance with all applicable Federal Communications Commission ("FCC") federal, state, and local rules, laws and re�ulations. This Lease is contin�ent upan Lessee receiving a11 permits, licenses or approvals from all local, state, or federal land use jurisdictions or agencies for Lessee's Approved Use. Lessee shall, at its sole cost and expense, obfain all such necessary pernuts, licenses or approvals. Lessor agrees to cooperate with Lessee in Lessee's pursuit of all such necessary permits, licenses or approvals, and Lessee sha11 reunburse Lessar its reasonable costs to provide such cooperation. 5. Installation of Equipment and Leasehold Improvements. (a) Construction Plans Far the initial installation of all Antenna Facilities and for any and all subsequent revisions and/or modifications thereof, or additions thereto, Lessee shall provide Lessor and Lessor's Water Tower Consiruction Engineer ("Construction Engineer") each with two (2) sets of construction plans ("Conshuction Plans") consisting of the following: 1) line or CAD drawings showing loaation of all planned installations plus materials and construction methods; 2) specificarions for all planned installations; 3) diagrams of proposed Antenna Facilities; 4) a complete and detailed inventory of all equipment and personal property of Lessee. Construction Plans shall be easily readable and subject to prior written approval by the Construction Engineer, which shall not be withheld, conditioned or delayed without cause. Lessor shall have thirty (30) business days to review the Consiruction Plans. If Lessor fails to either approve the Construction Plans or provide written request for changes of said Conshuction Plans to Lessee within the thiriy (30) day period, the Construction Plans will be deemed approved. Lessee shall be solely responsible for all costs associated with said review and approval of Construction Plans by Construction Engineer. (b) Construction Schedulina At least three (3) days priar to Lessee's consiruction mobilization, Lessee shall conduct a pre-construction meeting on the Properiy. Said meeting shall be attended by the Construction Sngineer, Lessee's representative and all parties involved in the installation. (c) Construction Inspection. A11 construction activity shall be subject to inspection and approval by the Conshuction Engineer. If deemed necessary by the Construction Engineer, construction work performed without direct inspection and approval of the Conshuction Engineer will not be accepted and sha11 be removed or uninstalled at Lessee's sole expense. Lessee shall be solely responsible for all costs associated with said inspection and approval of construction work by Construction Engineer. � 10-329 (d) B�osed Antenna Facilities A11 Anfenna Facilities affixed to the Structure which have exterior exposure shall be as close to the color of the Structure as is commercially available to the Lessee. For exposed coasial cables, Lessor reserves the ri�ht to require Lessee Yo provide cables in manufactured colors in lieu of paintin�. (e) Dama¢e by Lessee Any damage to the Property, Leased Premises, or Lessor's equipment thereon caused by Lessee's installation or operations shall be repaired or replaced at Lessee's expense and to Lessor's reasonable satisfaction. 6. Maintenance and Repairs. (a) Pro e Lessor reserves the right to take any action it deems necessary, in its sole and reasonable discretion, to repair, maintain, alter, or improve the Property in connection with Lessor's Operations. (b) Structure Reconditionine and Repairs 1. From time to time, Lessor paints, reconditions, ar otherwise improves or repairs the Structure in a substantial way ("Reconditioning Work"). Lessor shall reasonably cooperate with Lessee to carry out Reconditioning Work activities in a manner that minimizes interference with Lessee's Approded Use. 2. Prior to commencing Reconditioning Work, Lessor shall provide Lessee with not less than sixty (60) days prior written notice thereof. Upon receiving such notice, it shall be the sole responsibility of Lessee to provide adequate measures to cover or otherwise protect Lessee's Antenna Facilities from the consequences of such activities, including but not limited to paint and debris fallout. Lessor reserves the right to require Lessee to remove all Antenna Facilities from the Structure and Leased Premises during Reconditioning work. 3. During Lessor's Reconditioning Work, Lessee may maintain a mobile sita on the Property or, after approval by Lessor, on any land owned ar controlled by Lessar in the immediate area of the Property. 4. Lessee may request a modification of Lessor's procedures for carrying out Reconditioning Wark in order to reduce the interference with Lessee's Approved Use. If Lessor agrees to the modification, Lessee shall be responsible for all incremental cost related to the modification. 5. For minor repairs or maintenance, Lessor agrees to provide Lessee with five (5) days advance notice of any such acfivities and to reasonably cooperate with Lessee to carry out snch activiries in a manr_er that muiimizes intexferer_ce wi±h Lessee's Approved Use. (c) Leased Premises Lessee shall, at its own cost and expense, maintain the Antenna Facilities in good and safe condition, and in compliance with applicable fire, health, building, and other life safety codes. 5 io-3z9 7. Propertv Access. Access to the Property, includin� the Leased Premises, by outside persons, including Lessee's employees, a�ents and assigns, shall at ail times be govemed by Lessor's Security Plan, attached hereto and incorporated herein as E�ibit "C", Security Plan. Lessee ab ees it shall conduct its operations on the Property and the Leased Premises in accordance with all requirements and conditions of said Security Plan. Subject to said requirements and conditions of said Security Plan, Lessee and Lessor a�ee to the following: (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 for any purpose relating to this Lease. (b) Lessee may, at its own cost and expense, enter upon the Properiy to study and determine the Property's suitability for any other use of Lessee, which studies may include surveys, radio wave propagation measusements, or field strength tests. (c) Lessor retains tha right to examine and inspect the Leased Premises for safety reasons and to ensure that Lessor's covenants are being met. Lessor shall be liable for, 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 examine and inspect the Leased Premises. 8. Utilities. Lessor makes no representations that utilities adequate for Lessee's use of the Leased Premises are available. Lessee shall be responsible for the cost of all utilities installed and used by it at the Leased Premises. Lessor will cooperate with Lessee in Lessee's efforts to obtain utilities from any location provided by the servicing utility. 9. Personal Pronerlv and Real Estate Tazes. If any of Lessee's improvements constructed on the Leased Premises should cause the Properiy, or any portion of it, to be ta�ced for real estate purposes, it shall be the liability of Lessee to pay that portion of such property taxes directly amibutable to Lessee's equipment, provided Lessor shall give Lessee prior written notification of such taYes so that Lessee will have the opporhxnity to appeaz before the taxing authority to contest such ta��es. Notwithstanding Lessee's ri�t to contest such taxes, Lessee shall pay its share of such taxes within ninety (90) days of receiving notice of the same. 10. Compliance and Statutes. Re�ulations, and Approvals. 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 Facilities and any other facilities shall be installed, maintained, and operated in accordance with all state ar federal or local or municipal 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 Lessor's technical minimum site standards, attached hereto and incorporated herein as Exhibit "D," Technical Minimum Site Standards. � 10-329 Il. Interferenee. (a) All frequencies proposed for initial use shall be evaluated by Lessor's registered professional radio frequency en�ineer ("RF En�ineer'), and Lessee shall be responsible for all costs of said evaluation, at a cost not to exceed $1,000. RF Engineer shall provide said evaluation no later than thirry (30) days after frequencies are provided to him by Lessee. Lessee shall not transmit or receive radio waves at the Properiy until such evaluation has been satisfactorily completed. (b) Lessee shall provide at least thirry (30) days written norice to Lessor before modifying or placing additional transmitter or receiver frequencies on the Leased Premises. Said notice shall describe all equipment and frequencies proposed to be added or modified and shall be subject to review and approval by the RF Engineer, which shall not be withheld, conditioned or delayed without cause. Said review shall consist of necessazy interference shzdies to ensure that the modified or additional frequencies will not cause hannful radio interference to Lessor's Operations or the operations of Lessor's existing tenants. Lessee shall pay all costs for any such interference studies. In the alternative, Lessee may perform the interference studies and submit the results to the Lessor for review and approval. However, Lessor sha11, in its sole discretion, retain the right provided herein to submit the study results to the RF Engineer for review at Lessee's sole expense. (c) In the performance of its Approved Use, Lessee shall not damage or interfere with Lessor's Operations, including its radio frequancy transmissions, or approved operations of other parties that were tenants on the Property prior to the Commencement Date of this Lease, provided that the equipment used by Lessor or other tenants is operating within the technical perimeters specified by its manufacturer and(or as defined by the FCC. In the eeent of any such interference, Lessee shall take all actions necessary to immediately eliminate such interference in accordance with reasonable technical standards. In the event Lessee cannot correct the interference, Lessee shall have the option to Yernunate this Lease, pursuant to Section 12. Termination. Lessee shall not be responsible for interference that results from a change in the operations of other t�nants after the Commencement Date of this L,ease. (d) Lessor will not grant a lease to any other party for use of the Property, if such use would, or would likely, interfere with Lessee's Approved Use. Any future lease by Lessor ofthe Property to additional parties that permits the installation of communicaTions equipment shali be condirioned upon not interfering with Lessee's Approved Use. Notwithstanding the foregoing, Lessee acknowledges that E,essor may lease the Property, or any part of it, to other parties in close proximity to the Leased Premises, and Lessee agrees to work cooperatively with any such other parkies, using accepted technical standards in accordance with FCC standards, to ensure that such other parties' use and Lessee's use will be compatible and will not cause 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 agrees to meet the conditions set forth in E�ibit "D," Technical Minimum Site Standards. 7 10-329 (e) Lessor in no way guarantees to Lessee noninterference with Lessee's transmission operations, provided, however, that in the event that any other party requests permission to place any type of additional antenna or transmission facility on the Property, the procedures of this Section shall govem to determine whether such antenna or transmission facility will interfere with Lessee's transmission operations. In the event 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 specifications 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 thereto, and failure to make any objection within said thirry (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 ar 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 RF Engineer shall determine such cause and remedy and Lessee shall abide by the RF Engineer's determination. Lessor agrees that it will require the same obligation of all such future parties in any lease or agreement with such other parties. 12. Termination. Except as otherwise provided herein, this Lease may be terminated by either party upon sixty (60) days written notice [except under 12.(c)(2)] to the other party for the following reasons: (a) By either party, upon a material default of any other covenant or term hereof by the other party; which default is not cured within si�ty (60) days of receipt of written notice of default to the other party (without, however, limiting any other rights of the parties at law, 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 defauking 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, in the event that: (1) Lessee is unable to obtain or maintain any license, permit, or other governmental approval necessary for the construction andlor operation of.the Antenna Facilities; (2) the Leased Premises are or become unusable under Lessee's design or engineering specificarions for its Antenna Facilities, or the communications system to which the Antenna Facilities belong; or (3) Lessee's transmission is interfered with by Lessor or its other tenants' equipment. Such right to tenninate shall become void if Lessor cures such interference within thirty (30) days of receipt of written notice. (c) By Lessor, in the event that: (1) Lessor determines, after review by an independent structural engineer, that the Property is structurally unsound, including but not limited to consideration of age 0 10-329 of the Structure, damage or deshuction of all or part of the Property from any source, or factors relating to condition of the Property; (2) Lessee fails to pay rent provided for in Section 3. Rent within thirty (;0) days of receipt of written notice from Lessor of a rent or other pay being overdue; or (3) Lessee does not completa installation of its Antenna Faciliries as shown on E�ibit "B", Antenna Facilities and Frequencies within one (1) year of the Commencement Date of this Lease. If this Lease is terminated, pursuant to the terms and conditions of this Lease, rent shall be pro-rated to the expiration date or the date on which all of Lessee's equipment is removed from the Leased Premises, whichever is later [in the event of Termination under Sections I2.(a) by Lessee, 12_(c)(2�, or 12_(c)(3)], ox whichever is earliex (in the event of Termivation under any other Section). Within thirry (30) days after the date of the termination, Lessor shall, if applicable, return to Lessee any amounts that Lessee has prepaid to Lessor. l3. Insurance. (a) Lessee shall obtain and maintain adequate insurance to protect the parties against any and all claims, demands, actions, judgxnents, expenses, and liabilities that may arise out of or result from Lessee's use of the Leased Premises. Any applicable liability policy shall list the Lessor and 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 minimum, Comprehensive General Liability Insurance Coverage, including premises/operation coverage, bodily injury, property damage, independent contractors liability completed operafions coverage, and contractual liability coverage, in a combined single limit of not less than One Million Five Hundred Thousand Dollazs ($1,500,000) per occurrence, subject to Three Million Dollazs ($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 of this Lease, evidence of the required insurance 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 paragraph 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. Indemnitv. Lessee agrees to indemnify, defend, save, and hold harmless Lessor and the City of Saint Paul, and/or any agents, officers or employees thereof from all claims, demands, actions, or causes of acfion of whatsoever nature or chazacter, arising out of, or by reason of, the leasing of the Zeased 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 ��illful misconduct of the Lessor, the City of Saint Paul and/or any agents, contractors, officers, ar 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." L•] 10-329 I5. Damage or Destruction. Tf the Property or any portion thereof is destroyed or damaged so as to hinder its effective use, Lessee may elect to terminate this Lease upon thiriy (30) days written notice to Lessar. In such event, all rights and obligations of the parties shall cease as of the date of the damage or destruction and Lessee shall be entitled to the reimbursement of any rent prepaid by Lessee, prorated to tl�e date of the event. I6. Nokces. All notices, requests, demands, and other communications hereunder shall be in writing and shail be deemed given when personally delivered or mailed, certified mail, return receipt requested, to the following addresses: If to Lessor_ Boazd o£ Water Commisioners Attn: General Manager 1900 Rice Street, Office Building. Saint Paul, Minnesota 55113 If to Lessee, to: Cleaz Wireless, LLC Attn: Site Leasing 4400 Cazillon Point Kirkland, WA 98033 Telephone: 425-216-7600 Fax: 425-216-7900 Email: Siteleasing@clearwire.com With a copy to: Clear Wireless, LLC Attention: Legal Department 4400 Carillon Point Kirkland, WA 98033 Telephone: 425-216-7600 F�: 425-216-7900 I7. ReDresentations and Warranties. (a) Lessor represents that (i) it has fuli right, power, and authority To execute this Lease; (ii) it has good and unencumbered title to the Property 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) Lessee warrants that the individuals sib ing and executing this Lease on behalf of Lessee have the requisite corporate power and authority to enter into and perform this Lease on behalf of Lessee. (c) Lessor represents that it has no knowledge of any substance, chemical or waste on the Property that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation as defined in paragraph 17 (c) of this Lease. Lessor will be solely liabie for and will defend, indemnify and hold Lessee, its agents and employees harmless from and against any and all direct claims, costs and liabilities, including reasonable attorneys' fees and costs, arising out of or in connection with the removal, cleanup or restoration of the Property with respect to hazardous, toxic or dangerous L(17 10-329 materials from any and a11 sources other than those hazardous, toxic ar dangerous materials introduced to the ProperCy by Lessee. Lessee represents and warrants that its use of the Leased Premises herein will not generate and it will not store or dispose on the Properry nor transport to or over the Properiy any hazardous substance, chemical or waste contrary to any law or regularion. Lessee fiuther ab ees 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 or federal law by such release associated w�th Lessee's use of hazardous substances, including payment of all reasonable attorneys' fees, costs, and penalties incurred as a res�lt thereof, except £or any release caused by the negligence or willful misconduct of Lessor, its employees, or agents. (d) "Hazardous substance" shall be intezpreted broadly to mean any substance or material defined or designated as hazardous ar 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 presently in effect or promulgated in the future, as such laws, regulations, or rules may be amended from time to time. Lessor aclrnowledges Lessee's use of batteries as back-up power and deems them acceptable as long as such batteries are used and disposed of in accordance with all applicable laws and good engineering practices. l8. No Liability 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 Antenna Facilities, and Lessor shall not be liable for vandalism or malicious mischief caused by third parties, lrnown or uvkiiown, to Lessee's equipment or facilities, nor shall Lessor be liable for any lost revenue, business or profits of Lessee. 19. AssipnmenL (a) Lessee may not assign or sublet this Lease without the prior written consent of Lessor, which consent shall not be withheld or delayed without reasonable cause. Notc��ithstanding the provisions of this paragraph, as long as assignee assumes the obligations of this Lease, Lessee's interest under this Lease may be sold, assigned or transferred by the Lessee without any approval or consent of the Lessor to: (a) any entity controlling, controlled by or under common control with Lessee; (b) aziy entity acquiring substantially all of the assets of Lessee; (c) any enfity that is authorized to sell telecommunications products or services under the Clear Wireless, LLC or Clearwire or any successor brand name(s) or other brand name(s) used or licensed by Lessee's parent corporation ("Contract Affiliate"); or (d) any successor entity in a merger or consolidation involving Lessee. Lessee shall provide Lessar written nofice of such assigtunents within thiriy (30) days of execution. As to other parties, this Lease may not be sold, assigned or transferred without the written consent of the Lessor, which such consenT will not be withheld, conditioned or delayed without cause. Lessee acknowledges and agrees that no assignment, sublease or other transfer of the Lessee's rights undex tlus Lease sha11 serve to constitute a release of the original named Lessee andlor the then current Lessee. Any approved sublease that is entered into by Lessee shall be subject to all of the provisions of this Lease. 11 10-329 (b) The parties acknowledge that this is a nonexclusive lease. Nothing in this Lease shalf precluc2e Lessor from leasing other spaee on the Property to any other person or entity which may be in competition with Lessee, or any other party, subject to the conditions set forth in Section 11. Interference. 20. Successors andAssipns. This Lease shall run with the Proper[y. This Lease sha11 be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and ass bons. 21. Surrender ofPremises. At the expiration of the initial term of this Lease, or any Renewal Term, or any eazlier terminafion of this Lease, Lessee shall quit peacefully and surrender possession of the Leased Premises, in as good condition as when it was delivered to Lessee, reasonable wear and teaz and casualty loss excepted. Lessee shall remove its equipment, personal property, Antenna Facilities, a�d leasehold improvements from the Property on or before date of expiration or termination, and shall repair any damage to_ the Properry caused by such equipment, a11 at Lessee's own cost and expense. However, the sound barrier fencing described in Section 25. Noise Restrictions. shall remain in place and become the property of Lessar. 22. Markinp and Lightinp Repuirements. Lessor acknowledges that it shall be responsible, at its soIe cost and expense, for compliance with a11 building marking and lighting requirements that the Federal Aviation Administration ("FAA") may require with respect solely to the height of the Structure. The responsibility, however, is expressly limited to the requirements that would be required of an elevated water storage facility having no communications equipment installed on it, irrespective of Lessee's Antennaa Facilifies. Lessor shall indemnify and hold hannless Lessee from any fines or other liabilities caused by Lessor's failure to comply with such requirements for an elevated water storage facility Structure. Further, should the FAA cite Lessor, or in the event any claims are brought against Lessor because the Structure alone is not in compliance, as opposed to the Structure with Antenna Facilities, then Lessox shall indemnify Lessee for full costs, liabilities, damages and expenses, including reasonable attorney's fees. - Further, if Lessor does not cure the conditions of noncompliance on the Structure within the time frame allowed by the citing agency, Lessee may terminate this Lease immediately without any further liability hereunder upon written notice to Lessor. Lessee acknowledges that it shall be responsible at its sole cost and expense, for compliance with all building marking and lighting requirements that the FAA may require with respect to Lessee's Antenria Facilities. In the event the FAA determines that the Structure must be additionally mazked, lighted, or in any way modified, due to the existence of Lessee's Antenna Facilities, Lessee shall have the option to mark, light or modify the Structure at its sole expense, or to ternunate this Lease, pursuant ta Section 12. Termination. Said marking, lighting and modi£ying shall be subject to priar written approval by Lessor, such approval not to be withheld without cause. Lessor shall approve ar object to such plans within thiriy (30) days of receipt, and failure to make any objection within said thirty (30) day period shall be deemed approval by Lessor. 12 10-329 23. RFR¢diation Comnliance. (a) The RF Engineer will perform a radiation survey of the Property following Lessee's nutial RF transmissions on the Leased Premises. Lessee shall be responsible for all costs of such survey, at a cost not to exceed $1,000. (b) Lessee shall implement all measures at the transmission site required by FCC regulations, including but not limited to posting sia s and markings. Lessor shall cooperate with and permit Lessee to unplement all reasonable measures in order for Lessee to fulfill its (c) Radio Frequency exposure obligations. Lessor agrees that in the event any future party causes the entire site to exceed FCC Radio Frequency radiation limits, as measured on the Premises, Lessor shall hold such future parry fiable for all such later-arising non- compliance. 24. Third Partv AUnrovals, Insnections and Evaluations. The Lessee sha11 be responsible for a11 costs associated with obtaining required reviews, approvals,inspections,studies surveys or evaluations, whether required by this Lease or by other governing authorities. 25. Noise Restrictions. (a) Noise frotn Lessee's equipment shall not exceed the level allowed by the city's Department of Safety and Inspections (SS decibels at commencement of lease), as measured at any locafion on neighboring property ("Allowable Noise Level"). Lessor will take noise level measurements from time to time to verify compliance. In the event it is found that Lessee's equipment exceeds the Allowable Noise Level, Lessor shall provide Lessee with written norice and Lessee shall take immediate steps to pmvide permanent reduction in the noise of its equipment to the Allowable Noise Level. If Lessee does not so reduce its Measured Sound Level within sixty (60) days of receipt of written notice of event, said occurrence shall cons6tute an event of default as atherwise defined in Lease paragraph 12, Termination. (b) At its sole expense, Lessee shall conshuct and maintain sound barrier fencing around all ground communication equipment situated south of the Structure, including existing equipment of T-Nlobile and Sprint, space reserved for TTM equipment, and Lessee's equipment. Upon either the expiration ar termination of this Lease, the fencing sha11 remain in place and become the property of Lessor. 26. Miscellaneous. (a) Each pariy agrees to fiunish to the other, within thirty (30) days after notice of receipt of the request, such truthful estoppel information as the other parry may reasonably request. (b) This Lease constitutes the enrire agreement and understanding of the parties and supersedes any and all offers, negotiarions, or other agreements of any kind. There are no 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. No provision of this Lease will be deemed waived by either party unless expressly waived in 13 10-329 writing by the waiving pariy. No waiver shalt be implied by delay or any other act or omission of either pazry. No waiver by either pariy of any provisions of this Lease sha11 be deemed a waiver of such procision with respect to any subsequent matter relating to such provision. This Lease may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute a smgle instrument. (c) This Lease shall be construed in accordance with the laws of the State of Minnesota. Any legal action may only be commenced and proceed in the relevant district court in Ramsey County, Saint Paul, Minnesota. (d) If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. (e) Upon request by Lessee, Lessor agrees to execute a recordable Memorandum of this Lease. (fl Exhibits "A" through "F" listed below are hereby incorporated into this Lease by reference. E�ibit "A" Legal DescYiption and Si2e Plan E�ibit "B" flntenna Facilities and Frequencies E�ibit "C" SecuYity Plan Exhibit "D" E�ibit "E" E�ibit "F" Technical Minimum Site StandaYds Memorandum ofLease Recording Application F'orm [Remainder of this page is left intentionally blank] 14 10-329 IN WIT'NESS WI�REOF, the parties hereto have executed this Lease the day and year first above written. For Lessor: Approved: By Stephen P. Schneider, General Manager Saint Paul Regional Water Services Approved as to form: By Assistant City AtCOrney BOARD OF WATER COMNIISS OF TFIE CITY OF SAFNT PAUL FIN # 41-6005521 By Patrick Harris, President By Mo11ie Gagnelius, Secretary For Lessee: Approved: By Its Legal Counsel CITY OF SAINT PAUL: By Mayor By � City Clerk By Director, Office of Financial Service CLEAI2 WIIiELESS, LLC, a Nevada limited liability corporation By Jason Caliento, Regional Director 15 10-329 EA'_�IT "A" Legal Description and Site Plan That parE ofthe Southeast Quarter (SE'/a), Section twenty-three (23), Township twenty- nine (29), Range twenty-two (22), commencing at a point 678.71 feet East of the Northwest corner of Lot 12, Katherine's Addition, according to the recorded plats thereof on fi1e and of record in the Office of the Registraz of Titles, in and for Ramsey County, Minnesota; thence South 26&.97 feet to a point 711.69 feet Easterly from the West line of the Northwest Quarter (NW '/) of the Southeast Quarter (SE'/) of Section twenty-three (23), Township tcventy-nine (29), Range huenty-two (22) Ramsey County, Minnesota; thence Easterly 162 feet; thence Northerly to the South line of Cottage Avenue. 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' 3 d . i 3 � j 3 j i 3 3 3 _ �_3� 3 i�_ _i 3� 3 3 i 3 j ���S�e ��_ �>��. 5��0� �� �� . u � �uYi�.,��� �� �> .o-.� € o � a g � � gm g �� � w �i �� � 8 � s + x m y7o ° �C � o i w� � ��� I � � �i�_.;+'�-'� � � iu_ �S ` �-- \ 0 �J � � � i i� Q W r d Q W V � y IU C ��� a m a f � 0 F M � ¢ N j A R � ry � B � ;� � W � � A m � � • � � � 0 �z s� �� '�' w � � l � `�/ VI A � � tlI. � � V V 3 ��� a�� � �_�� : � N U <$ &� a ��.�. 10-329 F �aT cc�ff Clear Wireless, LLC Cottage Avenue Standpipe Antenna Facilities and Frequencies LESSEE ANTENNA FACILITTES AND FREQUENCIES Base Station Cabinets: Motorola equipment cabinet See atfached specifications Antennas: Base Station Cabinets: Motorola equipment cabinet See attached specifications Antennas: Panei type. MaYimum of 3 per site. Microwave. 3 Dish per site Frequencies - Band A Receive Range: 2625.5-2645.5 MHz Transmit Range: 265.5-2655..i MHz Receive Transmit Rg (MHz) Tk (1�IHz) Channel 1 2625.5 2635.5 Z 2635.5 2645.5 3 2645.5 2655.5 4 5 6 7 Antenna Size Freq ANT Model (F1� (GHz) E-Band 80 GHz 2' 2 80 Andrew VHLP2-18 2 18 Andrew VHLP2-23 2 23 EXH�BIT "B" 10-329 ModularionlStandard: h� . . 1: ' Channel Bandwidth: Antenna Information: QPSY/QAM/Wimccr �7 dBm per carrier per sector f t. Gain =173dBi Azimuth beazn width = 65 Weight = 13kas Elevation beam width =7 Argus LLPX310R Antenna Size: ] 070X300Xll5mm Gain =16dBi Azimuth beam width = 65 Weight = 13kgs Elevation beam width =7 Kathrean 840-10054 Antenna Size: 42"X13"X3" Antenna Configurafion: PANELS: 3 antennas per sectors 3 sector design Center of sectors at 30, I50, 2�0 with TRIJE NORTH Horizontal Spacing: 4' Governing FCC Rules: Intermodulation Levels: Amplifiers: Cables: Code of Federal Regulations Title 47 (Telecommunications) Part 24 (subpart E} Compliant per EN 300 386-2 and 47 CFR Ch 1, Part 15, Subpart B DAPs: 6(2 per sector) Moto DAP (mounted behind panels) ODUs: 3(1 per dish) DW ODU (mounted behind dishes) 6— 5(16" coaY (2 per sector), 3—'/z " coax (1 per dish) GPS Antenna: Motorola timing20�6 Antenna Size: 5"X4" Gain = N/A Azimuth beam width = N1a ��eight = l l oz Elevation beam width =N/A � --' ------ -- i U `° � 10-329 ._ _ . _ _ _ __._ _ _ _ 1 " ._ i V I 1 M� �' p " , I�"1 ' Q f�� c I �: �' ',,., � ; 3 ? � I - .� , �; ' � : � o �: t N � . �'; v � � N � - 6 'O N �� p_ ; � ; � O 3' . 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' __a 10-329 ti l�Y ' _� Remote Facilities Access Saint Paul Regional Water Services (SPRWS) Standard Operafing Procedure (SOP) EfFective Date:January 1, 2004 INTENT: SPRWS is dedicated to psoviding its employees with the safest work environment possible and to taking every reasonable precaution to ensure the safety of potable water delivered to our communities. This SOP provides conditions for persons with need to access SPRWS facilities outside the McCarrons water treatment facilities (Remote Facilities). It establishes procedures for access as well as the issuance and display of proper identification by persons with unescorted access rights. SECURITY OF FACILTI']ES: Persons with routine access to remote facilities include SPRWS staff, agents of entities leasing space, agents of various cities, and various law enfarcement personnel. Other entities also have occasional access needs under the supervision of SPRWS staff. With so many persons having legitimate access needs, it is imparative that specific procedures be established to ensure that the highest level of security possible. As a result, the following procedures are established: Plan is under construction. -End- EXHIBIT "C" 10-329 Exhibit "D" Technical Minimum Site Standards TECHTIICAL NIINIlVIUM SITE STANDARDS Saint Paul Regional Water Services Water Tower Antenna Site All equipment must be honsed in an RF tight, metal enclosure that provides at least 60 db of attenuation to any infernal RF signals. Desk-top base stations and open racks cannot be used without special approval. Additional shielding kits may be required. At least 60 db of isolation for 450 MHZ, 800 MHZ and 900 MHZ transmitters and 30 db of isolation for 150 NIHZ and 40 MHZ transmitters must be provided. A harmonic filter must be provided on the transmitters between the antenna and any ferrite device used. Additional filtering and isolation may be required and ti�ill be considered on a case-by- case basis. 3. Maximum transmitter power allowed into the antenna feed line shall be 110 watts per transmitter. Higher power levels wi11 be considered on a case-by-case basis. Additional protective devices may be required. 4. Only jacketed copper Helias cable shall be permitted for transmission lines at the site. All on-site intercabling must use RGl9, RG/142, RG/214 or'/2 mch Superflex. RGl8 or any other single shielded cable will not be allowed. Proposed transmitters that will cause second order, third order or fifth order intermodulation products on existing receiver frequencies will not be permitted on the site. A receiver with the same frequency as an existing second order, third order or fifth order intermodulation product at the site will nof be permitted on the site. 6. All iransmitters shall be equipped with band-pass cavities that will provide at least the following attenuation of side band noise, if needed: 40 MHZ band: �0 db at 1 MHZ 150 MHZ band: 50 db at 1.5 MHZ 450 MHZ band: 50 db at 2.5 MHZ 800(900 IvIHZ band: 50 db at 10 MHZ Microwave: 50 db at 20 MHZ EXHIBIT "D" 10-329 TECEiPTICAL NIINIMIJM SITE STANDARDS - Continued 7. Each cabinet must be identified by the owner's name, address, FCC station license number and the name and telephone number of the responsible service agency. 8. Prior to approving any application for antenna space at the site, an engineering study will be prepared by Lessor's communications engineer consisting of at least the following items: a. Intermodulation interference (IlV� calculations of all transmitters and receivers known to exist in the area at time of application. (Study will include 2nd, 3rd and Sth order IM terms, and A+ B- C, three-product terms.) b. Transmitter noise and receiver desensing calculations of all equipment at the site. c. Analysis of best equipment and antenna locations at the site. d. Analysis of AC power requirements. e. Report to prospective site user regarding application. 9. Plan and specifications to secure equipment to the tower must be submitted to and approved by Saint Paul Regional VJater Services prior to installation. - End - 10-329 F�bit "E" Memorandum ofLease Recording Recosding Requested by: Clear Wueless, LLC 44�� Cariilon Point Kirkland, WA 980;3 Whevr RecordedMail to: Cleaz Wireless, LLC 4400 Carillon Point Kirkland, WA 98033 (space above this linefor Recorder's use onZy) MEMORANDUM OF LEASE TrIis MEMORaNDUM oF LEASE is entered into as of this day of 2010, by and between BOARD OF WATER COD�IISSIONERS OF THE CITY OF SAINT PAUL, a municipal corporation under the laws of the State of Minnesota ("Lessor"), and Clear Wireless, LLC, a Nevada limited liability corporation ("I,essee"). 1. LEASE oF PREMISES. For the purpose of installing, operating, and maintaining a communication facility and other improvements, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, certain premises located at 2095 Clear Avenue, City of Saint Paul, County of Ramsey, State of Minnesota, and more particularly described in, and on the terms and conditions more particulazly set forth in, that certain Communication Facility Lease dated (the "Lease"} by and between Lessor and Lessee, which terms and condifions are hereby incorporated by reference. 2. The Term of Lease shall terminate on December 31, 2014, subject to three (3) additional terms of five (5) years each. 3. The Lease provides in part the grant of easement for unrestricted rights of access and to elech-ic and telephone facilities. 4. The subject properiy affected by the filing and recording of this Memorandum of Lease is described below: That part of the Southeast Quarter (SE '/<), Section twenty-three (23), Township twenty-nine (29), Range twenty-two (22), commencing at a point 67$.71 feet East of the Northwest corner of Lot 12, Katherine's Addition, according to the recorded plats thereof on file and of record in the O�ce of the Registrar of Titles, in and for Ramsey County, Minnesota; thence South 265.97 feet to a point 711.69 feet Easterly from the West line of the Northwest Quarter (NW '/4) of the Southeast Quarter (SE 'l<) of Secfion hventy-three (23), Township twenty-nine (29), Kange twenty-two (22) Ramsey County, Minnesota; thence Easterly 162 feet thence Northerly to the South line of Cottage Avenue. All in Ramsey County, Minnesota. EXH i B IT "E" 10-329 Lessor: Approved: : Stephen P. Schneider, General Manager Saint Paul Regional Water Services Approved as to form: S Assistant City Attorney Lessee: Approved: By Its Legal Counsel BOARD OF WATER COMIVIISSIONERS OF THE CTTY OF SAINT PAUL FIN # �1-6005521 By Patrick Harris, President By Mollie Gagnelius, Secretary CITY OF SAINT PAUL: By Mayor : City Clexk By Director, Office of Financial Service CLEAR WIRELESS, LLC, a Nevada limited liability corporation By Jason Caliento, Regional Director 10-329 ACKNOWLEDGEMENTS BOARD OF R'ATER COMMISSIONERS OF THE CTi'Y OF SAINT PAUL STATE OFNIINNESOTA ) )ss. COUNTY OF RAMSEY ) On � 2010, before me, Notary Public, personally appeazed Patrick Harris, President, Board of Water Commissioners of the City of Sain[ Paul, a Minnesota municipal cozporatioq on behalf of the corporatlon. Wihiess my hand and official seai. Notary STATEOFMIl�7NESOTA ) )ss. COUNTY OF RAMSEY ) On 2010, before me, Notary Public, personally appeazed,Mollie Cragnelius, Secretary, Boazd of Water Commissioners of the City of Saint Paul, a Minnesota municipal corporation, on behalf of the corporation. Witness my hand and official seal. Notary Public 10-329 CITY OF SAINT PAUL STATE OF MIIA2�BSOTA ) )ss. COUN'PYOFRAMSEY ) On 201Q before me, Notary Public, personally appeared Ann Mulholland, Chief of Staff, on behalf of the Mayor of the City of Saint Paul, a Minnesota municipal corporation, on behalf of ffie corporafion. Wihiess my 6and and official sea1. Notary Public STATE OF MINNESOTA ) )ss. COUNTY OF RAMSEY ) On , 201Q before me, , Notary Public, personally appeared Shari Moore, City Clerk, City of Saint Paul, aMinnesota municipal corporation, on behalf of the corporation. Wimess my hand and official seai. Notary Public STATE OF MINNESOTA ) )ss. COUNTY OPRAMSEY ) On , 201Q before me, Notary Publiq personally appeared Mazgazet Kelly, Director, Office of Financial Services of the City of Saint Paul, a Minnesota municipal corporation, on behalf of the corporafion. Wi�ess my hand and official seal. Notary P�blic 10-329 CIlEAR WIRELESS, LLC, a Nevada limited liability corporation STATE OF COUNTY OF ) ss. 1 certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged tttat he sigted this inshument, on oath stated that he was authorized to execute the insUvment and acknowledged it as the of Cleaz Wireless, LLC, a Nevada limited liability corporaVOn, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Witness my hand and official seal. Notary Public 1U-329 h�, .`�;;s AN�'ENNA SITE LEASE APPLICA'FION Boar3 of txla±er �o�..^uss.'a,.ers of We �i.� of Saint P�a? Saint Paul Regional Water Serv:ces (Please pziat or type throughout) Wafer Tower Site name and Address: Cotta�e Ati Staadpipe 209� CIear Ave.. St. Paul, �tiIlV 55219 Wireless Carrier: CIear Wireless. LLC (Clearwire) (Compfete corparafe name af Izssee} WireIess Carrier corporate designation: A I�fevada limited tiabiLitv corooration (Delaware limited liability pafi2ership, Cal�ornia coiporation, etc.) Wiretess Carrier corporate address: 4400 C:arillo� Point, Kirlelan.d. WA 98033 Attn: Szte T,easine 1. Name ofApplicant: Clear Wireless. LLC 2. Address ofApplicant: 7400 Metro Blvd.. Ste. 260, Edina, MN 55439 3. Coufact person for Appkcant: _ Lawrence Colemau ' Direct Telephone: (65T 244-3866 Cell: l651) 249-3866 e-mail: icoleman(cd 4. Technical Advisor (if any): NA Direct Telephone: Cell: amail 5. Proposed 12adio Band: Wimax 2.6GHz 6. Proposed Radio Frequency (s): 2630.5-2693.5 (Speczfy or attach a separate list) 7. Type of Service (SMR, ESMR, PCS, Cellular, Two-Way Paging, Microwave, WiFi, WiMaY, etc.) Microwave and WiMaY 8. Unlieensed spectrum? _N (YlI3) If yes, identify in detail the portions af the project that ��ill use an witicensed spech ¢m Desigaate this as an Atfachment Iniiial here to indicate that Attachment is atfachecL If utilizing a Dis#n'huted Autenna System (DAS}, provide Radio Frequency Coverage Maps prepared by the FCC Licensee (s). EXHIBIT ���� Page rof4 10-329 Will this site be interconnecied via radio frequency transinissions to any other sife or sites now construeted, proposed, or anticipated? Y (Y/P3) Intsrconnection includes one or more radio frequency liaks for thepiupose fo provide for `R�ack haul" fromtEus sife_ to a switcfiing cenfer or centratized node location. If yes, what wiIl the method of interconaection be? Microwave Ifves, attached details and soecificafions. Antenna 1 Azimuth � kntentta � freq m Initial here�jh to indicate detaiIs and specificafions are attached_ 10. Antenna equipment—Attach appflcable specifications A. Number of antennas 3 Number of zones Ante�na dimensions 1070�c340x i 15mm B. Anfenna type, manufacturer & model no. Panel, Areus, LLPX310R _ C. Transmission line or cable manufacturer & model no. D. Size of cables 5l16" Number of cables 6 . E. A�euna location on the tower. (N, S, E, W, NE, etc. or specify the exaet antenna aziixiutt�s} F. GPS Antenna? Y (Yl1� Lf yes, provide Size, Dimensions and Weight: Initial here to indicate specifications are attached. 11. ➢ish equipinent — Att�ch appiicable specificat'rons A. Number of dishes 2 I?ish dimansioas Miczowave? Y (Y/N} Satellite? ,(Yl1� B. IIish type, mauufa�chuer & model no. HI'CPE-1-&0, Andrew VI7LP2-23 C. 'Frausmission line or cable manufacturer & model no. D. Siae af cables 1/2" Number of cables 3 E. Dish loeation on the tower: 304.81 and 124.34 (N, S, E, W, NE, ete. or specify the exa.ct antenna azimnths) Ini�iat hare_ to indicata specifications arz attaehed. 12. Groimd equipment — Attaeh applicab2e speczfications A. Square feef required SQ B. Inside towex? Y (XIIV} 3nside Lessee building? _(YlI� Ontside? _(Y/I� B. Number af cabinets i Cabinet dimensions C. Number of air condifioners Air condrtioner descziption D. Base Station manufacturer & model ao. Power Clutput: Antenna type E. IsoIafor manufacfurer & modeI no. _ F. Buplexer manttfacturer & model no. _ G. Filters manufacturer & model no. Page 2 of 4 10-329 H_ Controls used in addition to the transmiiter/receiver cabinets(s)? _(Yl� If yes, how man� manufacturer & model no. Initiat here to indicaie speczfications are attached. 13. Desireddateofaperation: Pa;e 3 of4 10-329 � READ CA.REFU�LLY BEFOI2E SIG�ITi�'G The undersi�zed ag�ees that in addition to the non-refundable Antenna Sate Applicarion fee of $l,ODO, the undersigned shaltbe responsible for actual costs associated with the foIlowin�: a} Plan and struct�mal review b) Iuspection c) Intermodulation study d} Radiation study i Signaiure of Wireless Carrier: � Date: � (Future Lessee, not Applic ) Name and title of siguer: Name � �� � � � „i��i � _ TitIe: ��, . e � �� h,.p,� � (priat) �--` ---- (print) iVlaii completed Application Form and required attachmen�s along with $1,000 check made payable to Board of WaEer Comfnissioners to: Bill Tschida Saiut Paul Regional VJater 5ervices I900 Rice St, Offsce Building St. Pau1, MN 55113 QuesYioas: Bill Tsckida 65I-266-6265 biIl.tscinida(?a ci.stvaul.mn.Bs THIS APPLICATION WII,L BE REFERENCEI} AS AN EXHIBIT TO 'TI� SITE LEASE AGREBMENT. Page 4 of4 BOARD OF WATER COMM�SSIONERS RESOLUTION — GENERAL FORM PRESENTED 6Y Helgen COMMISSIONER 6A Maxch 9, 2�10 10-329 7066 WIiEREAS, Clear Wireless, LLC desires to lease space from the Board of Water Commissioners on its Cottage Avenue Standpipe located at 2095 Clear Avenue in the city of Saint Paul to install and operate a Wi-Mas communication system; and WITEREAS, staff has prepazed a Lease Agreement which provides for a 5-year term that automatically renews for three additional 5-year terms, starting at annual rent of $20,000 and increasing each year by five percent (5%}; and WHEREAS, staff has recommended approval of said Lease Agreement; now, therefore, be it RESOLVED, that the I,ease Agreement between the Board of Water Commissioners and Cleaz Wireless, LLC allowing for the installation of Wi-MaY equipment at the Board's Cottage Avenue Standpipe site is hereby approved in substantially the form submitted, and that the proper officers are hereby authorized and directed to execute said Lease Agreement on behalf of the Boazd following approval by the assistant city attorney; and, be it FURTHER RESOLVED, that the Honarable Council ofthe City of Saint Paul is hereby requested to approve said Lease Agreement and to authorize and direct the proper officers of the City of Saint Paul to execute said Lease Agreement on behalf of the City. Water Commissioners Yeas Anfang Naqs Bykowski Helgen Kleindl Vice President Zanmiller President Harris Adopted bp the Board of Water Commissioners March 9, 2010 In favor 6 OpposPd � _^lV� r m -�o-u Q° - SECY.