10-420Council File # 10-420
Green Sheet # 3106576
RESOLUTION
CITY OF,SAIN�PAUL, MINNESOTA
Presented by
S
1 WHEREAS, the City of Saint Paul does possess fee simple title to the water tower site
2 commonly known as the McKnight Road Standpipe located at 393 North McKnight
3 Road, Saint Paul, Minnesota (the "Property"), such possession of title being for benefit
4 of the Boazd of Water Commissioners; and
WAEREAS, TTM Operating Coiporation, Inc. desires to lease space at the Property
from the Board to install and operate telecommunications backhaul equipment; and
WHEREAS, the Board did adopt Board Resolution No. 7074 which approved a Lease
Agreement with T"I'M Operating Corporation, Inc. allowing such an installation, and
which did also request that the Honorable Council of the City of Saint Paul likewise
grant approval of the lease; now, therefore, be it
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RESOLVED, that the Lease Agreement between the Board of Water Commissioners
of the City of Saint Paul and TTM Operating Corparation, Inc. allowing the installation
and operation of telecommunications backhaul equipment at the Board's McKnight
Road Standpipe located at 393 North McKnight Road, 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.
Requested by Deparhnent of:
Saint ,at Regional Water:
By:
Appeoved by�fh�
By: (
Adoprion Certified by Co ' Seccetary
.
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By: � � �
Approve y N�yd Date ��3�]�L /U
By; � � •
Approved by City Attomey '"� � /�
BY �/ �Sa ��,-��-
Approv d M yo Submi io� to C ncil
BY� _���"` `— ��
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Adopted by Council: Date ����/�?j///ij
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet
DepartrnenHOfficelCouncil: Date Initiated:
wA_Wate��U'�ri 13APR2070 Green Sheet NO: 3106576
ContaM Person 8 Phone:
BiII Tschida
662
Must Be on Council Agenda by (Date):
d�. ` �i�( �lo
Doc. Type: OTHER (DOESNT FIT ANY
CATEGORI�
E-DOCUment Required: N
Document Contact:
ConWct Phone:
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Assign
Number
For
Routing
Order
Total # of Sig Pages _(Clip All Locations for Signature)
Action Requested:
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Adopt Council Resolution approving and authorizing execution of a lease agreement beriveen the BWC and TTM Operating
Corporation, Inc. allowing [he installation of backhaul ground equipment at the Board's McKnight Road Standpipe located at 393
North McKnight Road in Saint Paul.
Attachments: I) Staff Report, 2) Proposed Council Resolution, 3) Lease Agreement 4) Board Resolution No. 7074
Recommendafions: Approve (A) or Reject (R):
Planning Commission
CIB Committee
Civil Service Commission
Personal Service Contracts Must Answer the Following Questions:
1. Has this person/firm ever worked under a contract for this departmenl?
Yes No
2. Has this personffirtn ever been a city employee?
Yes No
3. Does this person/firm possess a skill not normally possessed by any
current city employee?
Yes No
Explain all yes answers on separete sheet and attach to green sheet.
Initiating Probiem, Issues, Opportunity (Who, What, When, Where, Why):
TTM Operating Corporation, Inc. desires to lease space on the Board's McKnight Road Standpipe located at 393 North McKnight
Road to install and operate backhaul equipment to serve wireless operators on the site. The properiy is in the name of the City for
benefit of the Boazd.
Advantages If Approved:
Board of Water Commissioners will receive additional revenue.
Disadvantages If Approved:
None.
DisadvanWges If NotApproved:
Revenue potenrial will not be realized.
Total Amount of
Transaction:
Funding Source:
Financial Information:
(Explain)
CosURevenue Budgeted:
Activity Number:
April 14, 2010 8:44 AM Page 1
10-420
Staff Reuort
Apri113,2010
McKnight Road Standpipe site Lease Agreement between
Board of Water Commissioners and
TTM Operating Corporation, Inc.
TTM Operating Corporation, Inc. desires to install and operate backhaul equipment at the Boazd
of Water Commissioners McKnight Road Standpipe located at 393 North McKnight Road. The
equipment consists of three cabinets on a H-rack in a 4'x8' space on the ground and uses fiber
cable to provide backhaul services to wireless providers on the site.
The property is in the name of the City for benefit of the Board.
Following negotiations, staff prepazed the attached 5-year lease that automatically renews for
three additional5-year terms and has a starting annual rent of $4,800 with a 5% annual escalator.
The Board of Water Commissioners approved the lease at its April 13, 2010 meeting and
requested the City likewise approve the lease.
See attached Location Map.
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10-420
STTE LEASE AGREEMENT
Between BOARD OF WATER COMNIISSIONERS OF THE CITY OF SAINT PAUL and
TTM OPERATING CORPORATION, INC., A NEVADA CORPORATION
This Lease Agreement ("Lease") is entered into this day of , 2010,
between the BOARD OF WATER CONIlVIISSIONERS OF THE CIT`I' OF SAINT PAITL, a
Minnesota municipal corporation ("Lessor"), and TTM OPERATING CORPORATION,
INC., A NEVADA CORPORATION ("Lessee").
In consideration of the terms and conditions of this Lease, the parties agree as follows:
I. Leased Premises.
Lessor hereby leases to Lessee certain space at Lessor's McKnight Road Standpipe, located
at 393 North McKnight Road, St. Paul, Minnesota 55119. 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 to
Lessee (collectively, the "Leased Premises") consists of the following:
• space inside the compound comprised of approxnnately 4' x 8', 32 usable square feet;
• space required for cable runs to connect equipment;
• 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 Exhibit "A," Legal Description and Site Plan.
2. Terms/Renewals.
(a) The initial term of this Lease shall commence on first day of the month following Saint
Paul City Council approval, (the "Commencement Date"), and shall expire on December
31, 2015. Lessee and Lessor agree to enter into an addendum to this Lease confirming
the Commencement Date, as contained 'm Exhibit `B," Memorandum of Lease Recording,
attached hereto and incorporated herein.
(b) Lessee shall have the right to extend this Lease 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 unless
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 intenrion not to renew
prior to commencement of the succeeding Renewal Term.
3. Rent.
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 Lessor at the following address:
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Board of Water Commissioners
Attn: Accounring
1900 Rice Street, Office Building
Saint Paui, 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
Lessee shall pay Lessor, as rent, the sum of Four Thousand Bight Hundred Dollars
($4,800.00) per yeaz ("Annual Rent") based upon Lessee's installation and operation of
the facilities identified in E�ibit "B," Facilities, ("Facilities"), attached hereto and
incorporated herein.
The first yeaz's Annual Rent shall be pro-rated to the end of 201Q, and shall he 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 addirional or related equipment beyond those
Facilities identified in Eachibit "B," Facilities without the priar written consent of Lessar,
such consent not to be withheld, conditioned or delayed without cause.
(b) Annual Increase
Commencing January 1, 2011, and on January l of each subsequent year, the Annual
Rent shall be increased annually by five percent (5%).
(c) Additional Rent
Additional Rent means ail 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 taYes on Lessee's personal property. As a condition of
Lessee's obligation to pay any tas, Lessor shall provide Lessee documentation
from the taicing 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 Lessor shall cooperate in any such appeal as reasonably
requested by Lessee, all at Lessee's sole cost and expense;
(3) ali public utility rates, dues, and charges of any kind for utilities used 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.
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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 pzior 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 afLeased Premises.
(a) Primarv Use of Property
The primary use and purpose of the Property, including the Leased Premises, is for a
water storage structure and appurtenances to provide water service to customers of the
Lessor ("Primary Use"). Lessor's operarions in connection with pursuit of the Primary
Use ("Lessor's Operations") take priority over Lessee's operations.
(b) Jeopazdv of Prnnarv Use
(1) In the event 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 wark together to cure the occurrence that causes
the 7eopazdy. Lessee shall make all good efforts to cure the Jeopardy within thirty
(30) days of receipt of written norice of event. If Lessee does not cure the Jeopazdy
within thirty (30) days of receipt of written notice of event, said occurrence of
Jeopardy shall consritute an event of default by Lessee, as otherwise defined in
Section 12. Tennination. If circumstances beyond the control of Lessee prohibit the
Jeopardy 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 shall diligently pursue the cure to completion
within a reasonable time thereafter.
(2) In the event of Jeopardy that poses an immediate threat of substantial harm or damage
to the water supply, to persons, and/or property on the Leased Premises, as solely
detemuned by Lessor ("Severe Jeopard}�'), Lessor may enter the Leased Premises
and take actions it determines aze required to protect the water, individuals or
personal property from such Severe Jeopazdy; provided that promptly after such
emergency entry onto the Leased Premises, and in no event later than twenty-four
(24) hours after such entry, Lessor gives written norice to Lessee of L,essor's
emergency entrance.
(3� If Lessor determines 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 Lessor to do so.
(c) L,essee'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 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 utility building, equipment, personal
property, leasehold improvements, and appurtenances (collectively, "Facilities") as
shown in Exhibit "B", Facilities and attached Exhibit "A", Legal Description and Site
Plan.
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10-420
(d) Laws Covernin 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 regulations. This L,ease is contingent upon Lessee
receiving all pernuts, 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, obtain all such necessary permits, licenses or approvals. Lessor agrees to
cooperate with Lessee in Lessee's pursuit of all such necessary permits, licenses or
approvals, and Lessee shall reunburse Lessor its reasonable costs to provide such
cooperation.
5. Installatiox ofEquipment and Leasehold Improvements.
(a) Construction Plans
For the uutial installation of all Facilities and for any and all subsequent revisions and/or
modifications thereof, or addirions thereto, Lessee shall provide Lessor and Lessor's
Water Tower Construction Engineer ("Construction Engineer") each with two (2) sets of
construction plans ("Construction Plans") consisting of the following:
1) line or CAD drawings showing locarion of all planned installations plus materials
and construcfion methods;
2) specifications for all planned installations;
3) diagrams of proposed 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 tliirty (30) business days to review the Construction Plans. If
Lessor fails to either approve the Construction Pians or provide written request for
changes of said Construction Plans to Lessee within the thirty (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 Scheduling
At least three (3) days prior to Lessee's conshuction mobilization, Lessee shall conduct a
pre-construction meeting on the Properiy. Said meeting sha11 be attended by the
Construc6on Engineer, Lessee's representative and all parties involved in the installation.
(c) Construcrion Insuection.
All construction activity shall be subject to inspection and approval by the Construction
Engineer. If deemed necessary by the Construction Engineer, construction work
performed without direct inspection and approval of the Construction Engineer will not
be accepted and shall 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.
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(d) Exposed Facilities
All Facilities affixed to the Structure which have exterior exposure sha11 be as close to the
color of the Struchxre as is commercially available to the Lessee. For exposed coasial
cables, Lessor reserves the right to require Lessee to provide cables in manufactured
colors in lieu of painring.
(e) Damase by Lessee
Any damage to the Property, Leased Premises, or Lessor's equipment thereon caused by
L,essee's installation or operations shall be repaired or replaced at Lessee's expense and to
Lessor's reasonable satisfaction.
6. Maintenance and Repairs.
(a) Propertv
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 Reconditioning and Repairs
1. From time to time, Lessor paints, reconditions, or otherwise improves or repairs the
Shucture 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 Approved Use.
2. Prior to commencing Recondirioning 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 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 a11 Facilities from the Structure and Leased Premises during
Reconditioning work.
3. During Lessor's Reconditioning Work, Lessee may maintain a mobile site on the
Property or, after approval by Lessor, on any land owned or controlled by Lessor in
the immediate area of the Property.
4. Lessee may request a modification of Lessor's procedures for carrying out
Reconditioning Work 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 activities and to reasonably cooperate with Lessee to carry
out such activities in a manner that minimizes interference with Lessee's Approved
Use.
(c) Leased Premises
Lessee shall, at its own cost and expense, maintain the Facilities in good and safe
condition, and in compliance with applicable fire, health, building, and other life safety
codes.
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7. Pronerty Access.
Access to the Property, including the Leased Premises, by outside persons, includang
Lessee's employees, agents and assigns, shall at all times be govemed by Lessor's Security
Pian, attached hereto and incorporated herein as Exhibit "C", Security Plan. Lessee agrees it
shali 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 agree 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 far any purpose relating to this
Lease.
(b) Lessee may, 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.
(c) Lessor retains the 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
harmless Lessee from, any damage to the Leased Premises or to Lessee's equipment and
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 urilities 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 Properfy 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 property ta�ces directly attributable to Lessee's equipment,
provided Lessor shall give Lessee prior written notification of such taaces so that Lessee will
have the opportunity to appear before the taxing authority to contest such taxes.
Notwithstanding Lessee's right to contest such taxes, Lessee shall pay its share of such taaces
within ninety (90) days of receiving notice of the same.
10. Comnliance and Statutes. ReQUlations, and Annrovals.
Lessee's use of the Leased Premises herein is contingent upon its obtaining all certificates,
pernrits, zoning, and other approvals that may be required by any federal, state or local
authority. Lessee's Facilities and any other facilities shall be installed, maintained, and
operated in accordance with all state or 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
goveming bodies.
11. Interference.
(a) In the performance of its Approved Use, Lessee shall not damage or interfere with
Lessor's Operations, including its radio frequency transmissions, or approved operations
of other parties that were tenants on the Property priar to the Commencement Date of this
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10-420
Lease, provided that the equipment used by Lessor or other tenants is operating within
the technical peruneters specified by its manufacturer and/or as defined by the FCC. In
the event of any such interference, L,essee shall take all actions necessary to immediately
eliminate such interference in accordance with reasonable technical standards. In the
event Lessee cannot correct tY�e interference, Lessee shall have the option to terminate
this Lease, pursuant to Section 12. Termination. Lessee shall not be responsible for
interference that results from a change in the operarions of other tenants after the
Commencement Date of this Lease.
(b) Lessor will not grant a lease to any other party for use of the Property, if such use would,
or would likely, interfere with I,essee's Approved Use. Any future lease by Lessor of the
Property to additional parties that pernuts the installation of communications equipment
shall be conditioned upon not interfering with Lessee's Approved Use. Notwithstanding
the foregoing, Lessee acirnowledges that Lessor 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 parties, using accepted technical standards in
accordance with FCC standazds, 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.
(c) Lessor in no way guarantees to Lessee noninterference with Lessee's transmission
operations, provided, however, that in the event that any other party requests pernussion
to place any type of additional facility on the Property, the procedures of this Section
shall govem to determine whether such transmission facility will interfere with Lessee's
transmission operations.
In the event Lessar 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 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 transmission facilities pursuant to said proposal.
Lessee shall not be responsible for the expenses incurred in any independent validation of
such interference objections.
(d) 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 detemlination. Lessor agrees that it will require the
same obligation of all such future parties in any lease or agreement with such other
parties.
IZ. 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:
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10-420
(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 sixty (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 hereofl, or if such cure cannot be
completed within sixty (60) days, within such reasonable rime as may be required,
provided the defaulting pariy 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 and/or operation of the Facilities;
(2) the Leased Premises are or become unusable under Lessee's design or
engineering specifications for its Facilities, or the communications system to
which the Facilities belong; or
(3) Lessee's transmission is interfered with by Lessor or its other tenants' equipment.
Such right to terminate 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
of the Structure, damage or destruction of all or part of the Properiy from any
source, or factors relating to condition of the Property;
(2) Lessee fails to pay rent provided far in Section 3. Rent within thirty (30) days of
receipt of written notice from Lessor of a rent or other payment being overdue; ar
(3) Lessee does not complete installation of its Facilities as shown on Exhibit "B",
Facilities 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 expirarion 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
12.(a) by Lessee, 12.(c)(2), or 12.(c)(3)], ar whichever is earlier (in the event of Termination
under any other Section). Within tUirty (30) days after the date of the termination, Lessor
shall, if applicable, retum to Lessee any amounts that Lessee has prepaid to Lessor.
13. Insurance.
(a} Lessee shall obtain and maintain adequate insurance to protect the parties against any and
ail claims, demands, actions, judgments, 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
operations coverage, and contractual liability coverage, in a combined single limit of not
less than One Million Five Hundred Thousand Dollars ($1,500,000) per occurrence,
sub}ect to Three Million Dollars ($3,000,000) aggregate. Lessee may satisfy this
requirement with underlying insurance and/or an umbrella policy.
E?
10-420
(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 paza�aph 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.
I4. Indemnitv.
Lessee agrees to indemnify, defend, save, and hold hazznless Lessor and the City of Saint
Paul, and/or any agents, officers or employees thereof from all claims, demands, actions, or
causes of action of whatsoever nature or character, arising out of, or by reason of, the
leasing of the 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 willful misconduct of the Lessor, the City of Saint Paul and/or
any agents, contractors, officers, or employees thereof. It is fully understood and agreed ttiat
Lessee is aware of the conditions of the Leased Premises and leases the same "as is."
I5. Dama2e or Destruction.
If the Property or any portion thereof is destroyed or damaged so as to hinder its effective
use, Lessee may elect to ternunate this Lease upon thirty (30) days written notice to Lessor.
In such event, all rights and obligafions of the parties sha11 cease as of the date of the damage
or destruction and Lessee shall be enritled to the reimbursement of any rent prepaid by
Lessee, prarated to the date of the event.
16. Notices.
All notices, requests, demands, and other communications hereunder shall be in writing and
shall be deemed given when personally delivered or mailed, certified mail, retum receipt
requested, to the following addresses:
If to Lessor: Board of Water Commissioners
Atin: General Manager
1900 Rice Street, Office Building.
Saint Paul, Minnesota 55113
If to Lessee:
With a Copy To:
Telecom Transport Management, Inc.
146 N. Canal Street
Suite 210
Seattle, WA 98103
Attn: Bill Buck
Telecom Transport Management, Inc.
146 N. Canal Street
Suite 210
Seattle, WA 98103
Attn: Lease Administrator
�
10-420
I7. Renresentations and Warranties.
(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 Property free and cleaz of any liens or
mortgages, subject to such liens of record; (iii) Lessee shall have quiet enjoyment of the
I,eased Premises during the tenm of this Lease in accordance with its terms.
(b) Lessee warrants that the individuals signing 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 lmowledge of any substance, chemical or waste on the
Properiy that is identified as hazardous, toxic or dangerous in any applicable federal, state
ar local law or regulation as defined in paragraph 17 (c) of this Lease. Lessor will be
solely liable for and will defend, indemnify and hold Lessee, its agents and employees
hamiless from and against any and all direct claims, costs and liabilities, including
reasonable attorneys' fees and costs, arising out of or in connecrion with the removal,
cleanup or restoration of the Property with respect to hazardous, toxic or dangerous
materials from any and a11 sources other than those hazardous, toxic or dangerous
materials introduced to the Property 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
Property 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 hannless 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 with Lessee's use of
hazardous substances, including payment of all reasonable attorneys' fees, costs, and
penalties incurred as a result thereof, except far any release caused by the negligence or
willful misconduct of Lessor, its employees, or agents.
(d) "Hazardous substance" shall be interpreted broadly to mean any substance or material
defined or designated as hazazdous or toxic waste, hazardous or toxic material, hazardous
or toxic or radioactive substance, or other sunilar 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.
I8. No Liabilitv 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 liabie for vandalism
or malicious mischief caused by third parkies, laiown or uuknown, to Lessee's equipment or
facilities, nor shall Lessor be liable for any lost revenue, business or profits of Lessee.
I9. Assipnment.
(a) Lessee may not assign or subiet this Lease without the prior written consent of Lessor,
which consent shall not be withheld or delayed without reasonable cause.
Notwithstanding the provisions of this paragraph, as long as assignee assumes the
obligarions of this L,ease, I,essee's interest under tius Lease may be sold, assigned or
10
10-420
transfened by the Lessee without any approval or consent of the Lessor to: (a) any entity
controlling, controlled by or under common control with I,essee; (b) any entity acquiring
substantially all of the assets of Lessee; or (c) any successor entity in a merger or
consolidation involving Lessee. Lessee shall provide Lessor written notice of such
assignments within thirty (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 aclrnowledges
and agrees that no assignment, sublease or other transfer of the Lessee's rights under this
Lease shall serve to constitute a release of the original named Lessee and/or the then
current Lessee. Any approved sublease that is entered into by Lessee shall be subject to
all of the provisions of this I,ease.
(b) The parties aclrnowledge that this is a nonexclusive lease. Nothing in this Lease shall
preclude I,essor from leasing other space on the Property to any other person or entity
which may be in competition with Lessee, or any other party, subject to the condirions set
forth in Section 11. Interference.
20. Successors and AssiQns.
This Lease shall run with the Property. This Lease shall be binding upon and inure to the
benefit of the parties, their respective successors, personal representatives and assigns.
2I. Surrender ofPremises.
At the expiration of the initial term of this Lease, ar any Renewal Term, or any eazlier
temiination 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 tear
and casualty loss excepted. Lessee shall remove its equipment, personal property, Facilities,
and leasehold improvements from the Property on ar 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. Markinr and Liphtin� Requirements.
Lessor aclrnowledges that it shall be responsible, at its sole cost and expense, for compliance
with all 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, inespective of Lessee's
Facilities. Lessor shall indexnnify and hold harxnless Lessee from any fines ar other liabilities
caused by Lessor's failure to comply with such requirements for an elevated water storage
£acility Structure. Further, should ti�e 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 Facilities, then Lessor shall indemnify Lessee for full costs, liabilities,
damages and expenses, including reasonable attorney's fees. Further, if Lessor does not cure
the conditions of noncompiiance on the Shucture within the time frame allowed by the citing
agency, Lessee may terminate this Lease unmediately without any fiuther liability hereunder
upon written nofice to Lessor.
11
10-420
23. RFRadiation Compliance.
L,essee shall implement all measures at the transmission site required by FCC regulations,
including but not lunited to posring signs and mazkings. Lessor shall cooperate with and
permit Lessee to implement all reasonable measures in order for Lessee to fulfill its 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 party liable for all such later-arising non-compliance.
24. Third Partv Annrovals. Inspections and Bvaluations.
The Lessee shall be responsible for all 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.
Noise from Lessee's equipment shall not exceed the level allowed by the city's Department
of Safety and Inspections (55 decibels at commencement of lease), as measured at any
location 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
notice and Lessee shall take ixnmediate steps to provide 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 constitute an event of default as otherwise
defined in Lease paragraph 12, Termination.
26. Miscellaneaus.
(a) Each party agrees to fiunish to the other, within thirty (30) 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 ue 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 tlus Lease will be deemed waived by either party unless expressly waived in
writing by the waiving party. No wa3ver shall be implied by delay or any other act or
omission of either party. No waiver by either party of any provisions of this Lease shall
be deemed a waiver of such provision with respect to any subsequent matter relating to
such provision. This Lease may be executed in multiple counterparts, each of which sha11
be deemed an original, but all of wluch together shail constitute a single instrument.
(c) This Lease shall be construed in accardance 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.
12
10-420
(e) LTpon request by Lessee, Lessor agrees to execute a recordable Memorandum of tlus
Lease.
( fl E�ibits "A" through "E" listed below aze hereby incorporated into this Lease by
reference.
E�ibit "A" Lega1 Description and Site PZan
E�ibit `B" Facilities
E�ibit "C" Security Plan
Exhibit "D" Technical Minimum Site Standards — IntentionalZy deZeted
Exhibit "E" Memorcrndum of Lease Recording
[Remainder of this page is left intentionally blank]
13
10-420
IN WITNESS WHEREOF, the parties hereto have executed this Lease, the day and year first
above written.
For Lessor:
Approved:
�
Stephen P. Schneider, General Manager
Saint Paul Regional Water Services
Approved as to form;
:
Assistant City Attorney
For Lessee:
Approved:
I�
Its Legal Counsel
BOARD OF WATER COMMISSIONERS
OF THE CI'I`Y OF SAINT PAUL
FIN # 41-6005521
i
Pah Harris, President
Mollie Gagnelius, Secretary
CITY OF SAINT PAIIL:
Mayor
City Clerk
:�
Director, Office of Financial Service
TTM OPERATING CORPORATION, INC.
Tas ID # 20-8790057
By }
IYS 6 � +�
14
10-420
EXI3IBIT "A"
Legal Description and Site Plan
The west 250 feet of the east 283 feet of the south 300 feet of the north 1190 feet of the SE 1/4
of Section 35, Township 29, Range 22, Ramsey County, Miuuesota.
EXHIBIT "A"
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EXfIIBIT "B"
TTM Operating Corporation, Inc.
McKnight Road Standpipe
LESSEE FACILITIES
Base Station Cabinet: Telect Sma1122 RU Cabinets — 32 %4"x48"x24 7/8"
NN Enclosure: Westell Ce11Pak CP528 Tl/HDSL Transport System Enclosure —
14"x18"x8"
Hoffinan Box Enclosure: Standard Utility Junction Box — 18"x18"x8"
See attached specifications for Base Station Cabinet and NiU Enclosure
EXH I B IT "B"
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10-420
SECURITY PLAN
Remote Facilities Access
Saint Paul Regional Water 5ervices (SPRWS)
Standard Operating Procedure (SOP)
Effecrive Date: January 1, 2004
INTENT:
SPRWS is dedicated to providing its employees with the safest work environment possible and to taldng
every reasonable precaurion to ensure the safety of potable water delivered to our communifies. This SOP
provides condifions for persons with need to access SPRWS facilities outside the McCarrons water
treatment facilifies (Remote Faciliries). It establishes procedures for access as well as the issuance and
display of proper identificarion by persons with unescorted access rights.
SECURITY OF RACILITIES:
Persons with routine access to remote facilifies include SPRWS staff, agents of enrities leasing space,
agents of various ciries, and various law enforcement personnel. Other entities also have occasional access
needs under the supervision of SPRWS staf£ With so many persons having legirimate access needs, it is
imperative that specific procedures be established to ensure that the highest level of security possible. As a
result, the following procedures aze established:
Plan is under construction.
- End -
EXHIBIT "C"
io-azo
Exhibit "D"
Technical Minimum Site Standards
Intentionally deleted.
EXHIBIT "D"
10-420
Exhibit "E"
Memorandum of Lease Recording
Recording Requested by:
Telecom Transport Management, Inc.
146 N. Canal Street
Suite 210
Seattle, WA 98103
When Recorded Mail to:
Telecom Transport Management, Inc.
146 N. Canal Street
Suite 210
Seattle, WA 98103
(spwe above this [u+e for Rerorder's use only)
MEMORANDUM OF LEASE
'IT-IIS MEMORANDUM OF LEASE is entered into as of this day of , 2010, by
and between BOARD OF WATER COMNIISSIONERS OF THE CITY OF SAINT PAUL, a
municipal corporation under the laws of the State of Minnesota ("Lessor"), and TTM OPERATING
CORPORATION, INC. ("Lessee").
1. LEASE oF P�MISES. For the purpose of installing, operaring, and maintaining a communication
facility and other improvements, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor,
certain premises located at 393 North McKnight Road, 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 conditions are hereby incorporated by reference.
2. The Term of Lease st�all terminate on December 31, 2015, 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 electric and
telephone facilities.
4. The sub}ect property affected by the filing and recording of this Memorandum of Lease is
described below:
The west 250 feet of the east 283 feet of the south 300 feet of the north 1190 feet of the SE 1/4
of Section 35, Township 29, Range 22, Ramsey County, Minnesota.
(Signature and Aclaiowledgement Pages Follow)
10-420
Lessor:
Approved:
Stephen P. Schneider, General Manager
Saint Paul Regional Water Services
Approved as to form:
�
Assistant City Attomey
Lessee:
Approved:
:
Its Legal Counsel
BOARD OF WATER COMNIISSIONERS
OF TAE CITY OF SAINT PAUL
FIN 41-6005521
Patrick Harris, President
By
Mollie Gagnelius, Secretary
CITY OF SAINT PAUL:
By
Mayor
By
City Cierk
By
Director, Office of Financial Services
TTM OPERATING CORPORATION, INC.
Tax ID #20-8790057
By
Its
10-420
ACKNOWLEDGEMENTS
BOARD OF WAT`ER CONID'IISSIONERS OF 'PHE CITY OF SAINT PAUL
STATE OF MINNESOTA )
)ss.
COUNTY OF RAMSEY )
On 2010, before me, , Notary Public,
personally appeazed Patrick Hazris, President, Boazd of Water Comtnissioners of the Ciry of Saint Pau(, a Minnesota municipal cotporanon, on
behalf of the coiporation.
Witness my hand and official seal.
NotaryPublic
STATE OF MINNESOTA )
)ss.
COUNTY OF RAMSEY )
On . 2010, before me, , Notary Public,
personally appeared Mollie Gagnelius, Secretary, Board of Water Commissioners of the City of Saint Paul, a Mmnesota municipal corporation,
on behalf of the corporarion.
Witness my hand and official seal.
Notary Public
10-420
cr� oF snINT raui,
STATE OF MINNESOTA )
)ss.
COUNTY OF RAMSEY )
Oa , 2010, before me, , Notary Public,
personally appeazed Ann Mulhotland, Chief of Staff, on behalf of the Mayor of the City of Saint Paul, a Minnesota municipal cotporarion, on
behalf of the cozporation.
Witness my hand and official seal.
Notary
STATE OF MTNNESOTA )
)ss.
COUNTY OF RAMSEY )
On 2010, before me, Notary Public,
personally appeazed Shari Moore, City Clerk, Ciry of Saint Paul, a Minnesota municipal corporation, on behalf of the corporadon.
Wifiess my hand and officia] seal.
Notary Public
STATE OF MINNESOTA )
)ss.
COUNTY OF RAMSEY )
On 2010, before me, Notary Public,
personally appeazed Margazet Kelly, Director, Office of Financ�al Services of the City of Saint Paul, a Minnesota municipal corporation, on
behalf of the cozporation.
Witness my hand and official seal.
Notary Public
10-420
LESSEE
STATE OF
COUNTY OF
) ss.
I certify that I know or have satisfactory evidence that is the person who appeazed before me,
and said person acknowledged thai he signed this 3ns7ument, on oath stated that he was authorized to execute the insttument and
aclmowledged it as the of TTM Operating Corporarion, Inc., A Nevada Corporat�on to be the free and
voluntary act of such party for the uses and puTposes mentioned in the instrument.
Dated:
Witness my hand and official seal.
Notary Public
10-420
BOARD OF WATER COMMISSIONERS
RESOLUTION — GENERAL FORM
coMMESSEO Helgen
No 7074
DATF ApT11 I3. ZOLO
WHEREAS, TTM Operating Corporation, Inc. desires to lease space from the Board of Water
Commissioners on its McKnight Road Standpipe located at 393 North McKnight Road in the city of
Saint Paul to install telecommunications backhaul ground equipment; and
WI�REAS, staff has prepared a Lease Agreement which provides for a 5-year term that
automatically renews for three additional 5-year terms, starting at annual rent of $4,800 and
increasing each year by five percent (5%}; and
WHEREAS, staff has recommended approval of said Lease Agreement; now, therefare, be it
RESOLVED, that the Lease Agreement between the Board of Water Commissioners and TTM
Operating Corporation, Inc. allowing for the installation of telecommunications backhaul ground
equipment at the Board's McKnight Road 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 attorney; and, be it
FURTHER RESOLVED, that the Honorable Council of the 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
Vice President
Anfang Nays
Bykowski
Helgen
Zanmiller
Adopted by the Board of Water Commissioners
April 13, �� 10
In favor 4 OpposerL � -1yl�o �(yA+e�_
SECY.