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HomeMy WebLinkAbout6.n. Verizon Wireless Antenna Lease on Bacardi Water Tower EXECUTIVE SUMMARY I:\City Clerk\Agenda Items\Approved Items\6.n. Verizon Wireless Antenna Lease on Bacardi Water Tower.docx City Council Meeting: April 17, 2018 AGENDA ITEM: Verizon Wireless Antenna Lease on Bacardi Water Tower AGENDA SECTION: Consent PREPARED BY: Brian Erickson, PE, Director of Public Works / City Engineer AGENDA NO. 6.n. ATTACHMENTS: Final Draft Lease Agreement with Verizon Wireless APPROVED BY: LJM RECOMMENDED ACTION: Recommend the City Council Approve the Lease Agreement with Verizon Wireless ISSUE Staff is requesting the City Council review and approve the final draft lease agreement with Verizon Wireless for space on the Bacardi Water Tower. BACKGROUND Cities routinely work with wireless providers to lease space on water towers for antennas to provide wireless coverage. This allows cities to realize a revenue stream that is relatively stable at a minimal cost to the city. These arrangements provide companies a readily available high point to reach their customers which not increasing the number of unsightly antenna towers throughout the city. Staff and Verizon Wireless have been working on establishing a lease agreement which would allow Verizon Wireless to install six antennas on the Bacardi Water Tower. Verizon would also install some equipment (approximately 215 square feet) inside the base of the water tower. In exchange, Verizon would enter into a five year lease for this space in the amount of $25,625 which would increase at a rate of 5% or the consumer price index (whichever is higher) annually. The fees for antenna installation is set annually by City Council and is detailed in the Schedule of Rates and Fees for 2018. Currently, the lease is $24,000 annually for up to six installed antennas and 150 square feet of equipment space. Any additional floor space required is subject to a $25/square foot charge. This lease could be renewed three times for five years each for a total of 20 years. The attached lease agreement has been reviewed by the city attorney and recommended changes have been incorporated. If approved, this will be the first installation on the Bacardi Water Tower. As part of the approval process, Verizon paid an escrow to cover review expenses incurred by the city. Verizon has also provided a plan set which shows antenna locations on and equipment installed in the tower. Should this agreement be approved, staff will coordinate with Verizon and the inspector for construction and installation of their equipment. SUMMARY Staff is requesting that the City Council approve the Verizon Wireless Lease Agreement for space on the Bacardi Water Tower. MIN Bonaire Water Tower Lease Page 1 TOWER LEASE AGREEMENT This Lease Agreement (“Agreement”) is made and entered into this ______ day of __________________, 2018, by and between the CITY OF ROSEMOUNT, a Minnesota municipal corporation, with an office at 2875 145th Street West, Rosemount, Minnesota, 55068-4997 (“LESSOR”) and Verizon Wireless (VAW) LLC d/b/a Verizon Wireless, a Delaware limited liability company, (“LESSEE”) its successor and assigns, for the leasing of certain property interest at the Bacardi Water Tower site at 13581 Azalea Avenue, Rosemount, Minnesota pursuant to the following terms: A) LESSOR is the owner of certain real property located in the County of Dakota, State of Minnesota, described in Exhibit “A”, attached hereto and made a part hereof by this reference (the “Property”). B) LESSEE desires to obtain a lease on a portion of the Property consisting of tower space for six (6) antennas and ground space (approximately 215 square feet) for an equipment compound (the “Premises”), as well as right-of-way for ingress and egress and utilities thereto. The Premises are described in Exhibit “B”, attached hereto and made a part hereof by this reference. The Premises may be more specifically described following a survey which may be obtained at a later time. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LESSOR and LESSEE agree as follows: Article 1 In addition to the terms that are defined elsewhere in this Agreement, the following terms are used in this Agreement: A) Tower: The Water Tower located at 13581 Azalea Avenue on which a portion of the Premises are located. B) Lessor: City of Rosemount C) Lessor’s Address: 2875 145th Street West Rosemount, Minnesota 55068-0510 Telephone: (651) 423-4411 D) Lessor’s Rent Payee: City of Rosemount 2875 145th Street West Rosemount, Minnesota 55068-0510 Telephone: (651) 423-4411 E) Lessee: Verizon Wireless (VAW) LLC d/b/a Verizon Wireless MIN Bonaire Water Tower Lease Page 2 F) Lessee’s Address: Verizon Wireless (VAW) LLC d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attn: Network Real Estate G) Commencement Date: This Agreement shall be effective as of the date of execution by both Parties (“Effective Date”). The initial term of the Agreement shall be for 5 years beginning on the Commencement Date (as hereinafter defined). The “Commencement Date” shall be the earlier of the first day of the month in which LESSEE begins installation of LESSEE’s communications equipment assuming all conditions precedent detailed in Exhibit “C” have been met, or July 1, 2018. The parties agree to acknowledge the Commencement Date in writing. H) Rent: Twenty five thousand six hundred twenty five Dollars ($25,625) annually in the first year and as a minimum, further described in Section 3.02. LESSEE shall pay the Owner rent annually in advance. I) Extension Periods: Three (3) automatic renewal periods of five (5) years. J) The antenna system will include mounting of up to six (6) antennas, mounting supports and appurtenances on the Tower as described on attached Exhibit “B”, and the site drawings. Article 2 2.01 LEGAL DESCRIPTION. LESSOR grants LESSEE the right, but not the obligation, at any time during the term of this Agreement, to obtain a survey of the Premises at LESSEE’s expense. The legal description that may be derived from the survey will, upon approval thereof by LESSOR, become part of Exhibit “B” which will be attached hereto and made a part hereof, and shall control in the event of any inconsistency between it and the original legal description included in Exhibit ”A”. Article 3 3.01 LEASE TERM. The term of this Lease shall begin on the Commencement Date. Beginning on the Commencement Date, the LESSOR shall deliver possession of the Premises to LESSEE, together with nonexclusive right for ingress and egress, seven (7) days a week, twenty-four (24) hours a day, and for the installation and maintenance of utility wires, cables, conduits, and pipes under or along a twenty-foot wide right-of-way and easement extending from the nearest public right-of-way to the Premises as depicted in Exhibit “B”. 3.02 RENT. This Agreement shall be for an initial term of five (5) years, commencing on the Commencement Date, at an annual rental of twenty five thousand six MIN Bonaire Water Tower Lease Page 3 hundred twenty five Dollars ($25,625), increased annually by five percent (5%). All rent shall be paid on or before the first day of each year following the Commencement Date, except that for the initial term, LESSEE shall pay one (1) years rent, in advance, (partial year will be prorated) on the Commencement Date and resume payment of the rent on the second year of the initial term which will start on January 1st following the Commencement Date. 3.03 The rent shall be increased on January 1st of each subsequent year by an amount equal to the increase in the CPI or five (5) percent of the prior year’s rent, whichever is greater, as provided herein. The first year of the increase will be 2019. Such rent shall be paid to the City of Rosemount or to such other person, firm, or place as the LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date. For any party to whom rental payments are to be made, LESSOR or any successor in interest of LESSOR hereby agrees to provide to LESSEE (i) a completed, current version of Internal Revenue Service Form W-9, or equivalent; (ii) complete and fully executed state and local withholding forms if required; and (iii) other documentation to verify LESSOR’s or such other party’s right to receive rental as is reasonably requested by LESSEE. Rental shall accrue in accordance with this Agreement, but LESSEE may not deliver rental payments for up to 90 days after the requested documentation has been received by LESSEE. 3.04 RIGHT TO EXTEND. The Lease shall automatically renew for each additional five (5) year term unless LESSEE provides written notice 60 days prior to the end of the current term. 3.05 RENEWAL RENTAL. The annual rental for each year of the five (5) year extension terms shall increase as described in Article 3.02. 3.06 LESSEE’S USE. LESSEE shall use the Premises for the purpose of constructing, maintaining, and operating a wireless communication facility and uses incidental thereto (the “Facility”), consisting of ground space of not to exceed 215 square feet, a number of panel and dish antennas, and all necessary connecting wave guide and appurtenances attached to LESSOR’s existing water tank. Up to six antennas and/or their supports shall be mounted as described on Exhibit “A” and the site drawings, unless prior approval from the LESSOR is obtained. The Facility consists of a tower-mounted antenna system and ground space for an equipment pad as shown on Exhibit “B”, including all necessary connecting appurtenances sufficient to be a fully-operable communications facility for its intended licensed communications coverage areas. This may include, radio transmission and computer equipment, batteries and generator equipment. All improvements shall be at LESSEE’s expense. LESSEE shall maintain the Premises in reasonable condition. Electrical power, telephone, or “backhaul” connectivity required by the LESSEE shall be installed underground at the LESSEE’s expense, and in locations approved by the City Engineer. Before LESSEE may update, modify, or replace facilities other than as provided for in Exhibit “B”, LESSEE shall request the approval of the LESSOR and provide detailed plans and specifications to LESSOR. LESSEE shall submit any other information reasonably requested by LESSOR regarding such modification (including, but not limited, to a technical study) at LESSEE’s expense. MIN Bonaire Water Tower Lease Page 4 LESSEE acknowledges the need for periodic maintenance of the Premises and Tower, including repair of the Tower and its coatings. LESSEE must remove its facilities at LESSEE’s cost, upon reasonable notice, to allow maintenance, repair, repainting, restoration or other activity as determined and required by LESSOR. Except in the case of an emergency, LESSOR will endeavor to provide thirty (30) days’ notice of commencement of maintenance activities. In the event the use of the Premises is interrupted, LESSEE may provide and maintain a mobile cellular site-on-wheels on the Property with LESSOR’s written approval which will not be unreasonably denied. LESSEE shall return its equipment and facilities to the Premises and Tower as soon as is feasible upon completion of work requiring temporary relocation. LESSEE is responsible for any costs associated with such temporary relocation of facilities. LESSEE’s use of LESSOR’s Property is non-exclusive and LESSOR may lease space to one or more additional communication providers for the erection, operation, and maintenance of transmission facilities (including antenna structures). 3.07 INTERFERENCE. In its use of the Premises, LESSEE will not interfere with the existing operations of LESSOR, the existing communications of public safety or service agencies including public schools, fire departments, police departments, sheriff departments, or the existing communications conducted by public services provided by LESSOR such as water and sewer services. In the event of any such interference, LESSEE shall take all actions necessary to eliminate such interference in accordance with reasonable technical standards. If any such interference inhibits LESSOR’s operations on the Property, and LESSEE does not correct or commence to correct such interference within 24 hours, or if there are intermediate levels of interference and LESSEE does not correct or commence to correct such interference within thirty (30) days following written notice, LESSEE shall discontinue operating such equipment, on LESSOR’s demand, unless and until it can be operated without interference, or shall replace the interfering equipment with alternative equipment that does not cause such interference. All efforts to commence to correct interference shall proceed to completion with reasonable diligence. LESSEE shall additionally have the option to terminate this Agreement, without termination fee described in Article 3.07. Upon written notice by LESSOR that LESSOR has a bona fide request from any other party to lease or otherwise occupy the Premises, LESSEE agrees to provide to the LESSOR within fifteen (15) days of request, the radio frequencies currently in operation or to be operated in the future on the Premises. Should subsequent occupants cause any interference with the operations of LESSEE, and if such interference is not eliminated, LESSEE shall have the right to terminate this Agreement without any penalty or further liability or seek injunctive relief enjoining such interfering use generated by any other subsequent occupant of the Property. 3.08 TERMINATION. This Agreement may be terminated, without any penalty or further liability unless described herein and without limiting any other rights available to the parties pursuant to applicable law or any other provisions hereof, on sixty (60) day written notice as follows: a) by either party on default of any covenant or term hereof by the other party, which default is not cured within sixty (60) days following receipt of notice of default or if the MIN Bonaire Water Tower Lease Page 5 failure cannot reasonably be remedied in such time, if the failing Party does not commence a remedy within the allotted 60 days and diligently pursues the cure to completion within 90 days after the initial written notice except in the case of LESSOR default that prevents LESSEE’s use and LESSOR does not remedy the failure within 5 days after written notice from LESSEE or, if the failure cannot reasonably be remedied in such time, if LESSOR does not commence a remedy within the allotted 5 days and diligently pursue the cure; or b) by LESSEE if it is unable to obtain or maintain any license, permit or other governmental approval necessary to the construction or operations of the Facility or LESSEE’s business. No later than ninety(90) days after the termination of this Agreement, by expiration of the term or otherwise, LESSEE will remove its personal property and fixtures and restore the Premises to their condition on the Effective Date, reasonable wear and tear and casualty loss excepted. Notice of the LESSEE’s exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective upon receipt of such notice by the LESSOR as evidenced by the return receipt. All rentals paid for the lease of the Property prior to said termination date shall be retained by LESSOR. Upon such termination, this Agreement shall become null and void and all the parties shall have no further obligations, including the payment of money. Article 4 4.01 LESSEE’S INSURANCE. At all times during the term, LESSEE, at its own expense, shall maintain: I) “All Risk” property insurance for its property’s replacement cost; (II) commercial general liability insurance with a limit of $2,000,000 per occurrence for bodily injury, death or property damage provided, however, that the minimum limit of liability shall continuously be maintained at the then current limit of LESSOR’s liability under Minnesota Statutes, Section 466.04 for any number of claims arising out of the same occurrence; and (III) worker’s compensation insurance as required by law. LESSEE will include the LESSOR as an additional insured as their interest may appear under this Agreement under its commercial general liability policy. Upon receipt of notice from its insurer(s), LESSEE will provide LESSOR with thirty (30) days prior written notice of cancellation of the policy. 4.02 LESSOR’S INSURANCE. At all times during the term of this Agreement, LESSOR will carry and maintain fire and extended coverage insurance covering the Tower, its equipment and common area furnishings in amounts not less than their full replacement costs. LESSOR shall also carry commercial general liability insurance in amounts reasonably determined by LESSOR. The minimum limit of liability coverage shall continuously be maintained at the then current limit of LESSOR’s liability under Minnesota Statutes, Section 466.04 4.03 WAIVER OF SUBROGATION. LESSOR and LESSEE each waive any and all rights to recover against the other, or against the officers, directors, shareholders, partners, joint ventures, employees, agents, customers, invitees or business visitors of such other party, for any loss or damage to such waiving party arising from any cause covered by any property insurance required to be carried pursuant to this section or any other property insurance actually carried by such party. LESSOR and LESSEE, from time to time, will cause their respective MIN Bonaire Water Tower Lease Page 6 insurers to issue appropriate waiver of subrogation rights endorsements to all property insurance policies carried in connection with the Tower or the Premises or the contents of either. 4.04 DAMAGE. If the Tower or a portion of the Tower necessary for LESSEE’s occupancy is damaged during the term of this Lease by any casualty which is insured under standard fire and extended coverage insurance policies, LESSOR will repair or rebuild the Tower to substantially the condition in which the Tower was immediately prior to such destruction. The Rent or Renewal Rent, as applicable, will be abated proportionately during any period in which there is substantial interference with the operation of LESSEE’s business. If the Premises are damaged to the extent that it would take, in LESSEE’s reasonable judgment, more than thirty (30) days to repair, then LESSEE may terminate this Lease. 4.05 CASUALTY. If any portion of the Owner’s Property is damaged by any casualty and such damage adversely affects LESSEE’s use of the Property, this Agreement shall terminate as of the date of the casualty if LESSEE gives written notice of the same within thirty (30) days after LESSEE receives notice of such casualty. 4.06 LESSOR COMPLIANCE. LESSOR represents and warrants that, as of the date of this Lease, the Premises and the Property comply with all applicable laws, statutes, ordinances, rules, codes, regulations, orders, and interpretations of all Federal, State and other governmental or quasi-governmental authorities having jurisdiction over the Property (collectively, “Laws”). At its sole cost and expense, LESSOR will promptly comply with all Laws, and will cause the Premises and the Property to comply with all Laws, except to the extent that such compliance is required solely as a result of LESSEE’s use or occupancy of the Premises. If any modifications are required to be made to the Property after the date hereof as a result of any Laws, LESSEE shall have no liability for any costs therefor, whether as a pass-through of operating expenses or otherwise. 4.07 LESSEE COMPLIANCE. LESSEE will promptly comply with all Laws relating to LESSEE’s use or occupancy of the Premises. At its sole cost and expense, LESSEE will promptly cause the Premises to comply with all Laws to the extent that such compliance is required solely as a result of LESSEE’s use or occupancy of the Premises. 4.08 ENVIRONMENTAL MATTERS. a) LESSEE will be solely responsible for and will defend, indemnify, and hold LESSOR, its agents, and employees harmless from and against any and all direct claims, costs, and liabilities, including attorney’s fees and costs, arising out of or in connection with the cleanup or restoration of the Premises to the extent caused by LESSEE’s use of Hazardous Materials; b) LESSOR will be solely responsible 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 attorney’s fees and costs, arising out of or in connection with the clean-up or restoration of the Premises to the extent caused by LESSOR’s use of Hazardous Materials. Nothing herein shall be deemed waiver by the LESSOR of the limitations on liability set forth in Minnesota Statutes, Chapter 466. The parties recognize that LESSEE is only leasing a portion of the Property and Tower, and that LESSEE shall not be responsible for Hazardous Materials or environmental conditions that existed prior to LESSEE’s use of the Property, or which otherwise did not result from the activities of LESSEE. LESSOR hereby states that, to the best of LESSOR’s knowledge, prior to LESSEE’s use of the property there are no “Hazardous Materials” present on the Property; c) “Hazardous Materials” means MIN Bonaire Water Tower Lease Page 7 asbestos or any hazardous substance, waste, or materials as defined in any applicable Federal, State, or local environmental or safety law or regulation including, but not limited to, CERCLA. LESSEE shall state the nature of hazardous materials at the facility including, asbestos, batteries and fuel supply. The obligations of this section shall survive the expiration or other termination of this Agreement. Article 5 5.01 UTILITIES AND TAXES. LESSEE will be responsible for all utilities required by its use of the Premises. LESSEE will pay its proportionate share of utilities furnished by LESSOR, or will arrange to have its utilities separately metered. LESSEE will pay any increase in real estate taxes, or any governmental charge or assessment that is directly attributable to the LESSEE’s occupancy, use or operations on the premises. In the event that the real estate tax assessment on LESSOR’s property reflects LESSEE’s improvements, LESSOR agrees to provide to LESSEE in a timely manner, a copy of the assessment. LESSEE may contest, at its expense, any assessment imposed on the Premises or LESSEE’s activities. 5.02 TITLE AND QUIET ENJOYMENT. LESSOR represents and warrants to LESSEE that a) LESSOR has full right, power and authority to execute this Agreement, and will provide LESSEE with evidence of such authority; b) LESSOR has good and marketable title to the Premises free and clear of any liens or mortgages except those matters which are of public record as of the Effective Date; and c) there is direct legal ingress and egress to the Premises for LESSEE’s use for vehicles and pedestrians from a public right-of-way. LESSOR further covenants that LESSEE shall have quiet enjoyment of the Premises during the term of this Agreement and any renewal thereof. For any existing encumbrance, LESSOR will promptly obtain from such encumbering entity a non-disturbance agreement stating that so long as LESSEE is not in default hereunder, this Agreement will continue in full force and effect. LESSOR agrees to notify LESSEE immediately if at any time during the term of this Agreement, LESSOR decides to subdivide, sell or change the status of the Premises or the Property, or if LESSOR learns of any pending or threatened or contemplated actions, litigation, claims, condemnations or other proceedings which would affect the Premises or any part of the Premises, or any land use or development proposals affecting property in the vicinity of the Property of which LESSOR receives actual notice. 5.03 SUCCESSORS AND ASSIGNS. This Agreement shall run with the Property and shall be binding on and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 5.04 COMPLETE AGREEMENT. It is hereby mutually agreed and understood that this Agreement contains all agreements, promises and understandings between LESSOR and LESSEE and that no other agreements, promises, or understandings shall or will be binding on either LESSOR or LESSEE in any dispute, controversy or proceeding at law and any addition, variation or modification to this Agreement shall be void and ineffective unless in writing and signed by parties hereto. MIN Bonaire Water Tower Lease Page 8 5.05 APPLICABLE LAW. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State in which the Premises are located. 5.06 NOTICES. All notices and other communications including changes in LESSOR’s Rent Payee, required or permitted under this Agreement shall be in writing and shall be given by United States first class mail, postage prepaid, registered or certified, return receipt requested, or by hand delivery (including by means of a professional messenger service) addressed to the party for whom it is intended at its address set forth in Article 1. Any such notice or other communication shall be deemed to be effective when actually received or refused. Either party may by similar notice given change of address to which future notices or other communications shall be sent. 5.07 AUTHORITY. Each of the individuals executing this Agreement on behalf of the LESSEE or the LESSOR represents to the other party that such individual is authorized to do so by requisite action of the other party to this Agreement by requisite action of the party to this Agreement on behalf of which it is executed. 5.08 DUTIES. This section intentionally left blank. 5.09 RECORDING. LESSOR shall execute and LESSEE shall be permitted to record, at any time, a memorandum of this Agreement. If this Lease Agreement is terminated prior to the expiration of its term, LESSEE shall record an appropriate instrument to clear the memorandum from the title to the Property. 5.10 ADDITIONAL MAINTENANCE EXPENSES. All additional expenses of maintaining the Property and Premises, including painting or other maintenance of the Tower on which LESSEE’s antennas are to be mounted, which result from LESSEE’s occupancy of the Premises , shall be paid promptly to LESSOR by LESSEE upon LESSOR’s notice to LESSEE of such additional costs. 5.11 APPROVAL. LESSEE may not erect the Facility or other improvements on the Property until LESSEE receives all approvals from the Rosemount City Council pursuant to applicable city ordinances. 5.12 PRIMARY USE. The primary purpose of the Tower is to provide water service to residents of Rosemount. In the event that the use of the Tower for water service is jeopardized because of antenna usage on the Tower, the LESSOR may require LESSEE to make such adjustments to its facilities or operations as are necessary to ensure that LESSOR’s use is no longer jeopardized. 5.13 CONDEMNATION. If a condemning authority takes any portion of the LESSOR’s Property and such taking adversely affects LESSEE’s use of the LESSOR’s Property, this Agreement shall terminate as of the date of taking, if LESSEE gives written notice of the same within thirty (30) days after LESSEE receives notice of such taking. LESSEE shall be entitled to no portion of any condemnation award except the value of its physical improvements on the Property. Upon termination of this Lease by reason of condemnation, LESSOR shall return to LESSEE any prepaid rent, prorated to the date of taking. LESSEE may make claims MIN Bonaire Water Tower Lease Page 9 against the condemning authority for any relocation benefits to which it may be entitled by law. Sale of all or part of the Property to a purchaser which has the power of eminent domain in the face of the exercise of the power shall be treated as a taking by condemnation, and the date of such conveyance shall be deemed the date of taking. 5.14 MISCELLANEOUS. A) This Agreement may be signed in counterparts by the parties hereto. B) Each party shall from time to time, within twenty (20) days after written request from the other party, execute, acknowledge and deliver an estoppel certificate indicating that this Agreement and any amendments thereto are in full force and effect, setting out the current monthly rental amount, date rent is paid through, and expiration date of the then current term. C) LESSEE represents that they have not been represented by a real estate broker or other listing agent in this transaction for purposes of commission, fee or other payment to such broker or any other leasing agent claiming to have represented LESSEE. If LESSOR is represented by broker or listing agent LESSOR is responsible for all commission, fee or other payment to such agent. D) LESSEE shall place no advertising on the site or on any structure on the site. E) All antenna panels will be painted to match the Tower. F) All landscaping and turf which is damaged by LESSEE shall be restored to a condition reasonably acceptable to LESSOR. G) LESSEE shall not use any process or method in the installation, maintenance or removal of any improvement on the Tower by means of welding, cutting tool, or other device, which could damage the Tower, including its interior and exterior paint or any equipment attached thereto, without the LESSOR’s prior written consent, which shall not be unreasonably withheld. H) LESSEE must keep the property free of debris and anything of a dangerous, noxious or offensive nature or which would create a hazard, undue vibration, heat, noise, etc. I) See Section 3.06 above for water tower maintenance provisions. In case of an emergency, LESSOR may remove LESSEE’s Facility but shall notify LESSEE by telephone within a reasonable time. An “emergency” shall be deemed to exist only in those situations which constitute an immediate threat to the health or safety of the public or immediate danger to the Property. In the event the use of LESSEE’s Facility is interrupted, LESSEE shall have the right to maintain mobile cellular sites on wheels on the Property or after approved by LESSOR. J) This Agreement may be sold, assigned or transferred by the LESSEE without any approval or consent of the LESSOR to the LESSEE's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LESSEE's assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization. As to other parties, this Agreement may not be sold, assigned or transferred without the prior written consent of the LESSOR, which such consent will not be unreasonably withheld, delayed or conditioned. No change of stock ownership, partnership MIN Bonaire Water Tower Lease Page 10 interest or control of LESSEE or transfer upon partnership or corporate dissolution of LESSEE shall constitute an assignment hereunder.. M) LESSEE will pay the LESSOR for expenses incurred when LESSOR is required to lock or unlock facilities to provide access to LESSEE for routine maintenance scheduled during non- business hours. Business hours are Monday through Friday 7:00 a.m. to 3:00 p.m. LESSEE will be invoiced for staff time at their overtime rate plus benefits. The number of hours charged will be determined by the Teamsters contract in place with the City at the time of the service request (currently 2.5 hours for each call out). LESSEE will pay charges within 30 days of receipt of the invoice. N) LESSEE will provide 24-hour notice to LESSOR of any on-site routine maintenance that will involve LESSEE’s personnel or equipment at the water tower location. Notice must be given by phone to the Rosemount Public Works Department at 651-322-2022. SIGNATURE PAGE FOLLOWS MIN Bonaire Water Tower Lease Page 11 IN WITNESS WHEREOF, the parties hereto have set their hand and affixed their respective seals the day and year written below. LESSOR: CITY OF ROSEMOUNT By: _________________________________ William H. Droste, Mayor By: _________________________________ Erin Fasbender, City Clerk Date ________________________________ LESSEE: Verizon Wireless (VAW) LLC d/b/a Verizon Wireless By: _________________________________ Name: ________________________________ Its: _________________________________ Date ________________________________ MIN Bonaire Water Tower Lease Page 12 EXHIBIT “A” SKETCH AND DESCRIPTION OF PROPERTY: See attached Exhibit (site drawings) LEGAL DESCRIPTION OF OWNER’S PROPERTY: Address: 13581 Azalea Avenue Rosemount, Minnesota Legal: SECTION 21 TWN 115 RANGE 19 S 880 FT OF N 1452 FT OF E 300 FT OF SW ¼ It is agreed by LESSOR and LESSEE that the precise legal description for the LESSOR’s Property will be corrected, if necessary, and that the correct legal description may be placed on this Exhibit “A” by LESSEE. MIN Bonaire Water Tower Lease Page 13 EXHIBIT “B” TO SITE AGREEMENT SITE PLANS AND SPECIFICATIONS; DEPICTION OF PREMISES MIN Bonaire Water Tower Lease Page 14 EXHIBIT “C” TO SITE AGREEMENT CONDITIONS PRECEDENT 1) All permits from all local or federal land use jurisdictions for the intended use. 2) All local airspace authorities and FAA determination of no hazard to airspace. 3) FCC authorization to utilize this location for the intended use. 4) If applicable, review and approval of site plan and landscape (plantings) plan by the City, paid for by LESSEE. 5) If applicable, LESSEE will pay for a review of the proposed structural addition to the Tower by a registered professional Engineer of the City’s choosing. 6) LESSEE’s technical reports must establish to its exclusive satisfaction that the property is capable of being suitably engineered to accomplish LESSEE’s intended use of the property.