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HomeMy WebLinkAbout7.c. Review Second Amendment to AT&T Lease Agreement at Chippendale Water TowerG:\MEETINGS\UTILITY COMMISSION\UC Items and Packets\2019\20190114\7.c. Review Second Amendment to AT&T Lease Agreement at Chippendale Water Tower.docx E X E C U T I V E S U M M A R Y Utility Commission Meeting: January 14, 2019 AGENDA ITEM: Review Second Amendment to AT&T Lease Agreement at Chippendale Water Tower AGENDA SECTION: New Business PREPARED BY: Stephanie Smith, PE, Assistant City Engineer AGENDA NO. 7.c. ATTACHMENTS: Second Amendment to Tower Lease Agreement APPROVED BY: BLE RECOMMENDED ACTION: Informational Item – no action required BACKGROUND: New Cingular Wireless PCS, LLC (AT&T) requested an amendment to their existing lease for cellular equipment on the Chippendale Water Tower. The original lease was dated May 15th, 2000 and has been amended once on May 20, 2015. The proposed second amendment will not extend the lease period nor change the rental rate. Notable changes to the lease are as follows:  New exhibit to show the replacement of old equipment and addition of new equipment  Revised notification addresses SUMMARY: Council approved the Second Amendment to Tower Lease Agreement with New Cingular Wireless PCS, LLC (AT&T) for the cellular equipment on Chippendale Tower at their December 4th, 2018 meeting. Market: MNP Cell Site Number: MPLSMN3132 Cell Site Name: Rosemount Fixed Asset Number: 10094902 1 SECOND AMENDMENT TO TOWER LEASE AGREEMENT THIS SECOND AMENDMENT TO TOWER LEASE AGREEMENT (“Second Amendment”), dated as of the latter of the signature dates below (the “Effective Date”), is by and between CITY OF ROSEMOUNT, a Minnesota municipal corporation, having a mailing address of 2875 145th Street W, Rosemount, MN 55068 (“Lessor”) and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 575 Morosgo Drive NE, Atlanta, GA 30324 (“Lessee”). WHEREAS, Lessor and Lessee entered into that Tower Lease Agreement dated May 15, 2000 and as amended by First Amendment to Tower Lease Agreement dated May 20, 2015 (collectively referred to herein as “Agreement”) whereby Lessor leased to Lessee certain premises (“Premises”), therein described, that are a portion of the property (“Property”) located at 14950 Chippendale Avenue, Rosemount, MN 55068; and WHEREAS, Lessee desires to change, modify, or relocate the Antennas Facilities, which Lessor is willing to approve and WHEREAS, Lessor and Lessee desire to amend the Agreement to modify the notice section thereof; and WHEREAS, Lessor and Lessee, in their mutual interest, further wish to amend the Agreement as set forth below accordingly. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree that the recitals set forth above are incorporated herein as if set forth in their entirety and further agree as follows: 1. New Exhibit A-2. Lessee shall have the right, in its sole discretion, to change, modify, or relocate as more completely described on attached Exhibit A-2. 2. Notices. Section 6 of the Agreement is hereby deleted in its entirety and replaced with the following: NOTICES. All notices, requests, and demands hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties as follows. If to Lessee: New Cingular Wireless PCS, LLC Attn: Network Real Estate Administration Re: Cell Site #: MPLSMN3132 Cell Site Name: Rosemount (MN) FA No.: 10094902 Market: MNP Cell Site Number: MPLSMN3132 Cell Site Name: Rosemount Fixed Asset Number: 10094902 2 575 Morosgo Drive NE Atlanta, GA 30324 With copy to: New Cingular Wireless PCS, LLC Attn: AT&T Legal Department Re: Cell Site #: MPLSMN3132 Cell Site Name: Rosemount (MN) FA No.: 10094902 208 S. Akard Street Dallas, TX 75202-4206 The copy sent to the Legal Department is an administrative step which alone does not constitute legal notice. If to Lessor: City of Rosemount Attn: Christine Watson 2875 145th Street Rosemount, MN 55068 Either party hereto may change the place for the giving of notice to it by thirty (30) days prior written notice to the other as provided herein. 3. Acknowledgement. Lessor acknowledges that: 1) this Second Amendment is entered into of the Lessor’s free will and volition; 2) Lessor has read and understands this Second Amendment and the underlying Agreement and, prior to execution of this Second Amendment, was free to consult with counsel of its choosing regarding Lessor’s decision to enter into this Second Amendment and to have counsel review the terms and conditions of this Second Amendment; 3) Lessor has been advised and is informed that should Lessor not enter into this Second Amendment, the underlying Agreement between Lessor and Lessee, including any termination or non-renewal provision therein, would remain in full force and effect. 4. Other Terms and Conditions Remain. In the event of any inconsistencies between the Agreement and this Second Amendment, the terms of this Second Amendment shall control. Except as expressly set forth in this Second Amendment, the Agreement otherwise is unmodified and remains in full force and effect. Each reference in the Agreement to itself shall be deemed also to refer to this Second Amendment. 5. Capitalized Terms. All capitalized terms used but not defined herein shall have the same meanings as defined in the Agreement. IN WITNESS WHEREOF, the parties have caused their properly authorized representatives to execute and seal this Second Amendment to Tower Lease Agreement on the dates set forth below. Market: MNP Cell Site Number: MPLSMN3132 Cell Site Name: Rosemount Fixed Asset Number: 10094902 3 “LESSOR” City of Rosemount, a Minnesota municipal corporation By: _______________________ Name: _______________________ Title: ________________________ Date: ________________________ By: _______________________ Name: _______________________ Title: ________________________ Date: ________________________ “LESSEE” New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: _______________________ Name: _______________________ Title: _______________________ Date: ________________________ [ACKNOWLEDGEMENTS APPEAR ON NEXT PAGE] Market: MNP Cell Site Number: MPLSMN3132 Cell Site Name: Rosemount Fixed Asset Number: 10094902 4 LESSEE ACKNOWLEDGEMENT STATE OF ) ) ss: COUNTY OF ) On the day of in the year 20__ before me, the undersigned, a notary public in and for said state, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument. _________________________________________ Notary Public: _____________________________ My Commission Expires: ____________________ LESSOR ACKNOWLEDGEMENT STATE OF ) ) ss: COUNTY OF ) BE IT REMEMBERED, that on this _____ day of ____________, 20__ before me, the subscriber, a person authorized to take oaths in the State of ___________________, personally appeared __________________________ who, being duly sworn on his/her/their oath, deposed and made proof to my satisfaction that he/she/they is/are the person(s) named in the within instrument; and I, having first made known to him/her/them the contents thereof, he/she/they did acknowledge that he/she/they signed, sealed and delivered the same as his/her/their voluntary act and deed for the purposes therein contained. _________________________________________ Notary Public: _____________________________ My Commission Expires: ____________________ Market: MNP Cell Site Number: MPLSMN3132 Cell Site Name: Rosemount Fixed Asset Number: 10094902 5 EXHIBIT A-2 See attached exhibit comprised of 10 page City approved construction drawings, last revision dated 04/11/18 prepared by Fullerton Engineering Design Notes: 1. THIS EXHIBIT MAY BE REPLACED BY A LAND SURVEY AND/OR CONSTRUCTION DRAWINGS OF THE PREMISES ONCE RECEIVED BY LESSEE. 2. ANY SETBACK OF THE PREMISES FROM THE PROPERTY’S BOUNDARIES SHALL BE THE DISTANCE REQUIRED BY THE APPLICABLE GOVERNMENTAL AUTHORITIES. 3. WIDTH OF ACCESS ROAD SHALL BE THE WIDTH REQUIRED BY THE APPLICABLE GOVERNMENTAL AUTHORITIES, INCLUDING POLICE AND FIRE DEPARTMENTS. 4. THE TYPE, NUMBER AND MOUNTING POSITIONS AND LOCATIONS OF ANTENNAS AND TRANSMISSION LINES ARE ILLUSTRATIVE ONLY. ACTUAL TYPES, NUMBERS AND MOUNTING POSITIONS MAY VARY FROM WHAT IS SHOWN ABOVE. i t' I TOWER LEASE AGREEMENT This Lease Agreement Agreement is made and entered into as of6' 2000, by and between CITY OF ROSEMOUNT, 2875 145th StreetWesRosemount, Minnesota, 55068 -4997 Lessor and AT &T WIRELESSSERVICESOFMINNESOTA, INC. (AT&T) ("Lessee a Nevada corporation, its successor and assigns, for the leasing of certain property interest at the ChippendaleWaterTowersite (Tower No. 1), at 14950 Chippendale Avenue, Rosemount, i Minnesota pursuant to the following terms: r A) Lessor is the owner of certain real property located in the County of Dakota,3 State of 'Minnesota, described in Exhibit "A attached hereto and made a part hereofbythisreference (the "Property B)Lessee desires to obtain a lease on a portion of the Property consisting of tower space for an antennas stem and rounds acey9p approximately 336 square feet) for an equipment compound (the "Premises as well as right of ways for ingress and egress and utilities thereto. The Premises are described in Exhibit "A attached heretoandmadeaparthereofbythisreference. The Premises may be more specificallydescribedfollowingasurvey, which may be obtained at a later time. For valuable consideration, the receipt and sufficiency of which are herebyacknowledged, Lessor and Lessee agree as follows: i ARTICLE 1 C In addition to the terms that are defined elsewhere in this Agreement, the following terms are used in this Agreement: A) Tower:The Tower located at 14950 Chippendale 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 -4997 D) Lessor's Rent Payee:City of Rosemount 2875 145th Street West Rosemount, Minnesota 55068 -4997 E)Lessee:AT &T Wireless Services E a Nevada corporation f F)Lessee's Address:AT &T Wireless Services Attn: Real Estate Manager 2515 24 th Avenue South 1. Y Minneapolis, MN 55406 With a copy to:AT &T Wireless Services Attn: Legal Department 2729 Prospect Park Drive, Suite 200 Sacramento, CA 96570 G) Commencement Date: The initial term of this Agreement shall begin on the "Commencement Date" (as hereafter defined) and subject to the terms of Paragraph 3.07 following, shall end on December 31, 2005 (the Expiration Date.). The Commencement Date shall be the date on which all conditions. precedent detailed in Exhibit "C" have. been met,: but .in.. no. event later than June 1, 2000. H) Rent: Twelve Thousand and no /100 Dollars (12,000) annually in the first year and as a minimum, further described in Section 3.02. AT &T shall pay the Owner rent annually in advance beginning ten (10) daysaftertheCommencementDateforthefirstyearandthereafteronthe First 0 st) day of January. Any initial partial year will be prorated. 1)Extension Periods: Two (2) automatic renewal periods of five (5) years,beginning at midnight on the Expiration Date of the initial term. J)The antenna system will include mounting of up to nine (9) antennas, mounting supports and appurtenances on the Tower as described on attached Exhibit "A and the site drawings. ARTICLE 2 2.01 RIGHT OF ENTRY. Lessor shall permit Lessee, prior to the Commencement Date, free access to the Property and the Premises, at Lessee's cost,to conduct surveys, subsurface boring tests, feasibility and final configurationassessments, environmental assessments, and other inspections of the Property and Premises, at Lessee's cost, as Lessee may deem necessary. 2.02 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 thePremisesatLessee's expense. The legal description that may be derived from the survey will, upon approval thereof by Lessor, become part of Exhibit "A" which willbeattachedheretoandmadeaparthereof, and shall control in the event of anyinconsistencybetweenitandtheoriginallegaldescriptionincludedinExhibit "A 2 C ARTICLE 3 3.01 LEASE TERM. The term of this Lease shall begin on theCommencementDateandshallexpireontheExpirationDate. Beginninggng on theCommencementDate, 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, Connemara Trail, to the Premises, at a location to be approved by the Lessor's City Engineer. Lessorr agrees to ,execute without delay any easement documents: covering the then current lease term as may be required by any utility company in connection withLessee's use of the Premises. 3.02 RENT. This Agreement shall be for an initial term of five (5) years (plus a partial first year), commencing on the Commencement Date, at an annual rental of Twelve Thousand Dollars 12,000), increased annually by an amount equal to the percent change in CPI or four percent (4 whichever is greater, as set forth herein. All rent shall be paid on or before the first day of each year immediately following the Commencement Date of the initial term and any Renewal Terms of this Agreement, 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. The rent shall be increased on January 1st of each subsequent year, by an amount equalq to the increase in the Consumer Price Index (CPI) or four percentwhicheverisgreater, as provided herein. The first year of the increase will be 2001. The CPI shall mean the "Consumer Price Index for all Urban Consumers, all Cities, all items (1957 =100)" as published by the United States Department of Labor Statistics, or if such index shall be discontinued, the successor index thereto, or if there shall be no successor index, such comparable index as shall be mutually agreed upon by the parties hereto. Lessor shall be responsible for communicating all rental increases totheLessee. 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. 3.03 RIGHT TO EXTEND. The Lease shall automatically renew for each additional five (5) year term unless Lessee provides written notice 60 dayspriortotheendofthecurrentterm. 3.04 RENEWAL RENTAL. The annual rental for each year of the five 3 A 7 T t T 1 1 a a C 5) year extension term shall increase as described in Article 3.02. 3.05 LESSEE S USE. Lessee shall use the Premises for the purpose of constructing, maintaining, and operating a wireless communications facility and uses incidental thereto (the "Facility consisting of a tower mounted antenna system and ground space for an equipment pad not to exceed 336 square feet 0 2' x 281, a number of antennas, not to exceed nine, and all necessary connecting wave guide and appurtenances attached to Lessor's existing water tank. The antennas 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 "A including all necessary connecting appurtenances sufficient to be a fully operable communications facility for its intendedlicensedcommunicationscoverageareas. 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. All private utilities such as electrical power, natural gas, telephone, or other cables required by the Lessee shall be installed underground at the Lessee's expense, and in locations approved by the City Engineer. In addition, in the event of a natural or man made disaster, in order to protectthehealth, welfare, and safety of the community, Lessee may erect additional. telecommunications facilities and install additional equipment on a temporary basis onthePropertytoassurecontinuationofservice. Such temporary operation shall not exceed ninety (90) days unless written approval is obtained from the Lessor. Lessee hereby consents to the use of Lessor's Property by one or more additional communication providers for the erection, operation, and maintenance of transmission facilities (including antenna structures) so long as, to each such additional provider; a) Lessor provides not less than thirty (30) days prior notice to Lessee oftheerectionofsuchfacility, together with facility specifications for Lessee's approval,which approval shall not be unreasonable withheld, b) no changes shall be made to the antenna structure of such other provider without thirty (30) days prior written notice to Lessee. Lessor shall require that any agreement with such other provider shallincludeaprovisionrequiringcompliancebysuchotherproviderwiththeprovisionsofthissection. 3.06 INTERFERENCE. Lessor will require all occupants at this location to adhere to the same technical standards as set forth herein. In its use of the Premises, Lessee will not interfere with the operations ofLessor, the communications of public safety or service agencies including publicschools, fire departments, police departments, sheriff departments, or the communications conducted by public services provided by Lessor such as water and 4 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, 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 anyotherpartytoleaseorotherwiseoccupythePremises, Lessee agrees to provide the Lessor within sixty (60) days the radio frequencies currently in operation or to be operated in the future of each transmitter and receiver installed and operational on thejPremise, which shall not exceed 180 frequencies at the time of such request. Lessor may then have a registered professional engineer of Lessor's choice perform the necessary interference studies to insure that Lessee's frequencies will not cause harmful radio interference to other tenants. For the purpose of this Agreement,harmful interference shall be defined as transmitters that produce receiver desensingbecauseofinadequatefrequencyspacingbetweennewtransmittersandexistingreceivers, or transmitters that produce second, third or fifth order intermodulation products within twenty (20) KHz of existing receivers on the Premises. Lessee shall pay to Lessor a charge for the portion of such studies reasonably related to Lessee's frequencies in an amount,not to exceed five hundred dollars ($500) per study. 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 or seek injunctive relief enjoining such interfering use generated by any other subsequent occupant of the Property. 3.07 TERMINATi.ON. This Agreement maybe terminated, without any penalty or further liability unless described herein, 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 without, however, limiting any other rights available to the parties pursuant to anyotherprovisionshereof) except in the case of Lessor default, Lessee may exercise termination rights without fee or charge; 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; or c) by Lessee if the Premises are or become unacceptable to Lessee under the Lessee's design or engineering specifications for its Facility or for the communications systems to which the Facility belongs. 5 No later than sixty (60) days after the termination of this Agreement, byexpirationofthetermorotherwise, 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 receiptofsuchnoticebytheLessorasevidencedbythereturnreceipt. All rentals paid fortheleaseofthePropertypriortosaidterminationdateshallberetainedbyLessor. Upon such termination, this Agreement shall become null and void and all the partiesshall-have-no further::obligations, including the payment .of money,, to: each other,except established rental payments to the Lessor shall be continued for the remainder or the current five (5) year lease period at a.reduced rate of 50% of the then current rate at the time of the Agreement termination which amountunt shall not exceede 00 0 of the annual rent. This clause shall not be effective if a government agency cancels a permit or license which prevents Lessee from using the property for its intended purpose, or if the :Lease is terminated for reason of default by either party. ARTICLE 4 4.01 LESSEE'S INSURANCE. At all times during the term, Lessee will carry at its own cost and expense, the following insurance: 1) "All Risk" propertyinsuranceforitsproperty's replacement cost; (ii) commercial general liability insurance with a minimum limit of liability of $1,000,000 combined single limit for bodily injury or death /property damage arising out of any occurrence; and (iii) workers' compensation insurance as required by law. Lessee will name the Lessor as an additional insured under its commercial generalliabilitypolicy. Lessee will require its insurance company to give at least thirty (30) days prior written notice of termination or cancellation of the policy to the additional insured. 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, but not less than One Million and no /100 Dollars 1,000,000.00), 4.03 WAIVER OF SUBROGATION. Lessor and Lessee each waive anyandallrightstorecoveragainsttheother, 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 partyarisingformanycausecoveredbyanypropertyinsurancerequiredtobecarried 6 r` Y .I t 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 insurers to issue appropriate waiver of subrogation rights endorsements to all property insurancepoliciescarried, in connection with the Tower or the Premises or the contents of either. 4.04 DAMAGE. If the Premises 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 Premises to substantially the condition in which the Premises were 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 Lessor's and Lessee's reasonable judgment, more than thirty (30) days to repair, then either Lessor or Lessee may terminate this Lease. 4.05 CASUALTY. if any portion of the Owner's Property or Communications Facility is damaged by any. casualty and such damage adverselyaffectsLessee'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. ARTICLE 5 5.01 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 havingjurisdictionovertheProperty (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 anymodificationsarerequiredtobemadetothePropertyafterthedatehereofasaresult of any Laws, Lessee shall have no liability for any costs therefor, whether as a passthroughofoperatingexpensesorotherwise. 5.02 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. 5.03 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 7 r C11 and costs, arising out of or in connection with the cleanup or restoration of the Premises associated with the 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 associated with the Lessor's use of Hazardous Materials. Nothing herein shall be deemed waiver by the Lessor of the limitations on liability setforthinMinnesotaStatutes, Chapter 466. 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 asbestos or anyhazardoussubstance, waste, or materials as.defined in any 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 6 6.01 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 arising by reason of Lessee's occupancy, use or operations on the premises. In the event that the real estate tax assessment on Lessor's propertyreflectsLessee'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. 6.02 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 legalingressandegresstothePremisesforLessee's use for vehicles and pedestrians from a public right -of -way. Lessor further covenants that Lessee shall have quiet enjoymentofthePremisesduringthetermofthisAgreementandanyrenewalthereof. For anyencumbrancewhichisamatterofpublicrecord, Lessor will promptly obtain from such encumbering entity a non disturbance agreement stating that so long as Lessee is notindefaulthereunder, 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 8 the Property, or if Lessor learns of any pending or threatened or contemplated actions,litigation, claims, condemnations of other proceedings which would affect the Premises or any part of the Premises, or any land use or development proposalsaffectingpropertyinthevicinityofthePropertyofwhichLessorreceivesactualnotice. 6.03 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. 6.04 COMPLETE AGREEMENT. It is hereby mutually agreed and understood that this Agreement contains all agreements, promises and understandingsbetweenLessorandLesseeandthatnootheragreements, promises, .or. understandingsshallorwillbebindingoneitherLessororLesseeinanydispute, 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. 6.05 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. 6.06 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 Ibe 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 or by a recognized overnight courier) 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. 6.07 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 byrequisiteactionofthepartytothisAgreementonbehalfofwhichitisexecuted. 6.08 DUTIES. Any claim, controversy or dispute arising out of this Agreement shall be settled by arbitration in accordance with the applicable rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration's shall be conducted in the county where the Property is located. 6.09 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 appropriateinstrumenttoclearthememorandumfromthetitletotheProperty. a f 9 6.10 ADDITIONAL MAINTENANCE EXPENSES. All additional expenses of maintaining the Property, including painting or other maintenance of the water tower on which Lessee's antennas are to be mounted, which result from Lessee's occupancyoftheProperty, shall be paid promptly to Lessor by Lessee upon Lessor's notice toLesseeofsuchadditionalcosts. 6.11 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. 6.12 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. 6.13 CONDEMNATION. If a condemning authority takes any portionoftheOwner's Property and such taking adversely affects Lessee's use of the Owner'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 will not be entitled to any part of the payment for any condemnation award, provided that Lessee may file a claim against the condemningauthorityforanylossofLessee's property, moving expenses, or damages for cessation or interruption of Lessee's business, provided such claim will not diminish Lessor's recovery. 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 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. 6.14 MISCELLANEOUS. A) This Agreement may be signed in counterparts by the parties hereto. B) Each party agrees to furnish to the other, within ten (10) days after request,such truthful estoppel information as the other may reasonably request. C) Lessee represents that it has 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 Owner is represented by broker or listing agent, Owner is responsible for all commission, fee or other payment to such agent. 10 4 V D) Accurate as -built or record drawings as approved by the City Engineer shall be provided to the City within 30 days after installation of Lessee's facilities. E)The rights of Lessee under this Agreement are subject and subordinate to the rights of the lessee Sprint Spectrum LP, under that certain Tower Lease Agreement by and between the City of Rosemount and Sprint Spectrum LP, dated February 1,1997 and to the rights of lessee U.S. West Communication Wireless Group, Inc. under that. certain Tower Lease Agreement by and between the City of Rosemount and U.S. West Communications Wireless Group, Inc. dated November 4, 1997. Lessee acknowledges receipt of a copy of each of said Tower Lease Agreements. F)Lessee shall place no advertising on the site or on any structure on the site. G) All antenna panels will be painted to match water tower. H) All landscaping and turf which damaged by Lessee shall be restored to a condition reasonably acceptable to Lessor. 1)Lessee shall not use any process or method in the installation, maintenance or removal of any improvement on the water tower by means of welding, cutting tool, or other device, which could damage the water tower, includingitsinteriorandexteriorpaintoranyequipmentattachedthereto, without the Lessor's prior written consent, which shall not be unreasonably withheld. J)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. K) Lessee shall remove its Antenna Facilities at Lessee's cost, upon reasonable notice to allow maintenance, repair, repainting, restoration or other activity as reasonably required by Lessor. There may be scheduled interruptions in use of the Antenna Facilities. Except in the case of an emergency, Lessor shall give Lessee thirty (30) days' notice of repair, repainting or restoration. In case of an emergency, Lessor may remove Lessee's Antenna Facilities 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 Antenna Facilities is interrupted, Lessee shall have the right to maintain mobile cellular sites on wheels on the Property or after approved by Lessor, on any land owned or controlled by Lessor in the immediate area of the Property. i 19 EXHIBIT "A" SKETCH AND DESCRIPTION OF PROPERTY: See attached Exhibit (site drawings) LEGAL DESCRIPTION OF OWNER S PROPERTY: Address: 14950 Chippendale Avenue Rosemount, Minnesota 55068 Legal: That part of Lot Twelve (12), Auditor's Subdivision No. 27 contained within the following description: the Southerly 200 feet of the Easterly 217 feet of the Westerly 250 feet of the Southwest Quarter of the Southwest Quarter of said Section 29, Township 115, Range 19, Rosemount, according to the plat thereof now on file of and of record in the Office of the Register of Deeds in and for said County and State. It is agreed by Owner and Lessee that the precise legal description for the Owners Property will be corrected, if necessary, and that the correct legal description maybeplacedonthisExhibit "A" by Lessee. 12 EXHIBIT "B" TO SITE AGREEMENT MEMORANDUM OF AGREEMENT THIS MEMORANDUM evidences that a Site Agreement was made and is herebyenteredintoby' written Site Agreement effective. the 161 day of 2000, between the City of Rosemount "Owner whose address is as s t forth below and AT&T Wireless Services, a Nevada corporation, whose address is Attn: Real Estate Manager, 2515 244th Avenue South, Minneapolis, MN 55406, the terms and conditions of which are incorporated herein by reference. I Such Site Agreement provides, in part, that Owner, for valuable consideration, leases to AT &T a part of that certain ra ert ownedppy b Owner which is describedYcbed in Exhibit "A" attached hereto and incorporated herein forp a term of five 5+) yearscommencinonf92000, which term is subject to two (2) additional five (5) .yePextension terms. 13 i 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)Review and approval of site plan and landscape (plantings) plan by the City, paid for by Lessee. 5) Lessee will pay for a review of the proposed structural addition top 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. 14 i fin• s IN WITNESS WHEREOF, the parties hereto have set their hand and affixed their respective seals the day and year first above written. LESSOR:CITY OF ROSEMOUNT By: Cathy Bus May By: Linda Jentin ty Clerk LESSEE:AT &T WIRELESS SERVICES OF MINNESOTA, INC. A Nevada Corporation By te M-ea—& e &0 iC1 Its:ielA PH I larae Date ooa 15 Y r1, T MUNICIPAL CORPORATE ACKNOWLEDGMENT STATE OF MINNESOTA) SS COUNTY OF DAKOTA The foregoing instrument was acknowledged before me this day ofMi4,_ by Cathy Busho, as Mayor, and Linda Jentink, as CityClerk, both f the City of Rosemount, a Minnesota municipal corporation, on behalf of th"61 corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. f Nota y Public in and for the State CINDY DORM of Min esota residing at w My appointment expires CORPORATE ACKNOWLEDGMENT STATE OF SS COUNTY OF b The foregoing instrument was acknowledged before me this day of 2000, by Jf as of AT &T Wireless Services of Minnesota, lnc., a evada corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Minnesota residin at a ROSALIE CRAIG NOTARY PUBLI MINNESOTA My Commission Ezres Jan. 31, 2M My appointment expires 3/_os' 16 PREPARED BY AND RETURN TO: AT &T WIRELESS SERVICES ATTN:. REAL ESTATE MANAGER 2515 24' AVENUE SOUTH MINNEAPOLIS,.MN 55406 CELL SITE:MI -132 Rosemount STATE:Minnesota COUNTY:Dakota MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE (`'Memorandum is entered into by and between the City of Rosemount, a Minnesota MunicipalCorporation, having its principal office/residing at 2875145 Street W., Rosemount, MN 55068( "Landlord and AT &T Wireless Services ofMinnesota, Inc., d/b /a AT &T Wireless Services, a Nevada corporation, having an office at 2515 24 Avenue $oath, Minneapolis, Minnesota 55406Tenant A. Landlord and Ten ant have entered into a certain Lease Agreement "Lease pursuant to which Landlord leased to Tenant certain realproperty "Premises") located ip the County of Dakota, State of Minnesota, which is more particularly described in Exhibit "A" attached hereto andincorporatedhereinbythisreference; and, and B. The parties desire to enter into this Memorandum of Lease for the purpose of setting forth certain terms and conditions of the Lease; C. Tenant and Landlord now desire to execute this Memorandum to provide constructive knowledge of Tenant's lease of the Premises. NOW THEj BEFORE, in consideration of the foregoing, the parties hereby agree as follows. 1 Leasg of Premises. Landlord leases to Tenant, and Tenant leases from Landlord, the Premises for a tern of five (5) years,commencing a..5 2 00 Commencement Date and terminating on 1 s., /,f. 2 0 40uponthetermsandconditionssetforthintheLease. Tenant shall have the right to renew this Leases Tor two (2) additional 5 -year terms. 2.Provisions Binding on Landlord The Lease shall be binding upon and inure to the benefit of the parties and their respectiveheirs, successors and assigns, subject to the provisions of the Lease. 3.GOVcrnine Law This Memorandum and Lease are governed by the laws of the state of Minnesota. IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Lease on this 1S day of a 2000. LANDLORD:TENANT: AT &T Wireless Services of Minnesota, Inc., d/b/a AT &T Wireless Services, a Nevada corporation BY r Print N e:Print Name: Theodore P. BrorcIts:Its: System Development Manager Mem of lease(no option) Rsmt STATE OF MINNESOTA ss: COUNTY OF>T"d I CERTIFY that on 20 Theodore P. Brolch personally came before me and acknowledged underoaththathe: a)is the System Development Manager of AT &T Wireless Services of Minnesota, Inc., the corporation named intheattachedinstrument; b) was authorized to execute this instrument on behalf of the corporation; and c)executed the instrument as the act of the corporation. Notary PublicROSAE.I c CRAIG My Commission Expires: NOTARY PUBLIC- 6 M Commission Ex Ores Jan. 31 2005YP STATE OF s ss: COUNTY OF MENNEHND4 401c 1 CERTIFY that on 20?f 0fX464L66 personally came before me andacknowledgedunderoaththatbe a) is the eot'of Aa 6 4 4 U4 instrument; t; thecorporation named in the attached b) was authorized to execute this instrument on behalf of the corporation; and c) executed the instrument as the act of the corporation. Notary Public Ill i My Commission Expires:CINDY DdRNIDEN NOTAR;L1 C,iNINNE3p't• r M1'on ift 26 e i Mem of lease(no option) Rsmt PREPARED BY AND RETURN TO: AT &T WIRELESS SERVICES ATTN: REAL ESTATE MANAGER 2515 24` AVENUE SOUTH MINNEAPOLIS, MN 55406 CELL SITE: MI -132 Rosemount_ STATE:Minnesota COUNTY:Dakota MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE "Memorandum is entered into by and between the City of Rosemount, a Minnesota MunicipalCorporation, having its principal office/residing at 2875 145 Street W., Rosemount, MN 55068( "Landlord and AT &T Wireless Services ofMinnesota, Inc., d/b /a AT &T Wireless Services, a Nevada corporation, having an office at 2515 24`h Avenue South, Minneapolis, Minnesota 55406Tenant A. Landlord and Tenant have entered into a certain Lease Agreement ("Lease"} pursuant to which Landlord leased to Tenant certain realproperty "Premises") located in the County of Dakota, State of Minnesota, which is more particularly described in Exhibit "A" attached hereto andincorporatedhereinbythisreference; and,I and B. The parties desire to enter into this Memorandum of Lease for the purpose of setting forth certain terms and conditions of the Lease; C. Tenant and Landlord now desire to execute this Memorandum to provide constructive knowledge of Tenant's lease of the Premises. NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows. I.Lease of Premises Landlord leases to Tenant, and Tenant leases from Landlord, the Premises for a term of five (5) years,commencing A2 S ZOO Commencement Date and terminating on /yla,i /Z zoos upon the terms and 6onditioris set forth in the Lease. Tenant shall have the right to renew this2) additional 5 -year terms. 2.Provisions Binding on Landlord The Lease shall be binding upon and inure to the benefit of the parties and their respectiveheirs, successors and assigns, subject to the provisions of the Lease. 3.GoverningLaw. This Memorandum and Lease are governed by the taws of the state of Minnesota. IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Lease on this ),5"day of /YIa 2000, LANDLORD:TENANT: AT &T Wireless Services of Minnesota, Inc., d/b /a AT &T Wireless Services, a Nevada corporation By 1y`ByPrintName:ff Print Name: Theodore P. BroichIts:i Its: System Development Manager Mem of lease(no option) Rsmt r STAAT MINNESOTA COUNTY OF ss: I CERTIFY that on 65/ 20 Theodore P. Broich personally came before me and acknowledged underoaththathe: a) is the System Development Manager of AT &T Wireless Services of Minnesota, Inc., the corporation named intheattachedinstrument; b) was authorized to execute this instrument on behalf of the corporation; and c) executed the ins e ROSALIE CRAIG NOTARY KSLIC- MINNESOTA Notary Public My Commission Expires Jaa 31, 2MS My Commission Expires: W R STATE OF MINNESOTA ss: COUNTY OF I1QICERTIFYthatonIr 200, r 0 penally came before me andacknowledgedunderoaththath a)is the of 6 instrument• ffke corporation named in the attached b) was authorized to execute this instrument on behalf of the corporation; and c) executed the instrument as the act of the corporation, otary Public CINDY DORNIDEN Y Commission Expires: NOTAFiYKeuc- AxNNESOTA my Como "M Expires Jan, 31, 208 Mem of lease(no option) Rsmt AWS LA AM MOL SNDA PTR FIRST AMENDMENT TO TOWER LEASE AGREEMENT THIS FIRST AMENDMENT TO TOWER LEASE AGREEMENT ("Amendment") is entered into on this plath day of 2015 (the "Effective Date"), b r and between CITY OF ROSEMOUNT, a h tnnesota municipal corporation ("Lessor"), and3PP New Cingular Wireless PCS, LLC, a Delaware limited liability company, successor by merger with AT&T WIRELESS SERVICES OF MINNESOTA,INC., a Nevada corporation ("Lessee"). RECITALS WHEREAS, Lessor and Lessee (or their predecessors in interest) entered into that Tower Lease Agreement dated May 15, 2000 (the "Agreement"), whereby Lessor leased to Lessee certain premises described therein, together with all other space and access and utility easements pursuant to the terms of the Agreement (collectively, the "Premises"), that are a portion of the property located at 14950 Chippendale Avenue, Rosemount, MN 55068 (the "Property"), as further described on Exhibit A attached hereto;and WHEREAS, Lessor and Lessee, in their mutual interest, wish to add additional renewal terms and amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,Lessor and Lessee hereby agree as follows: 1. Article 3,Section 3.01 is amended by the addition of the following new (third) paragraph: Upon expiration of the Extension Period on December 31, 2015, this Agreement shall be automatically extended, in accordance with Section 3.03 herein, for up to four (4) additional periods of five (5) years each beginning on January 1" following the expiring term." 2. Article 3, Section 3.02 is deleted and the following substituted therefor: 3.02, RENT. Rent for the year 2015 has been paid in full. Rent for the year 2016 shall be Twenty-One Thousand Eight Hundred Nineteen and 12/100 Dollars ($21,819.12) for the entire year. Thereafter, rent shall be increased annually on January 1't of each subsequent year, commencing January 1, 2017, for as many years as this Lease continues to be in effect, by an amount equal to five percent (5%). Such rent shall be paid annually, in advance to the City of Rosemount or to such other person, firm, or place as the Lessor may, from time to time, designate in writing on or before January 5rh of each year in which this Lease is in effect." G:\ANTENNAS\AT&T\LEASE AGREEMENT-OIATT2000N First Amendment.docx 3. Article 4, Section 4.01 is deleted and the following substituted therefor: 4.01. LESSEE'S INSURANCE. During the term of this Agreement,Lessee will carry, at its own cost and expense,the following insurance: (i)workers'compensation insurance as required by law;and (ii) commercial general liability (CGL) insurance with respect to its activities on the Property, such insurance to afford protection of Four Million Dollars ($4,000,000) per occurrence and in the aggregate,based on Insurance Services Office (ISO) Form CG 00 01, or a substitute form providing substantially equivalent coverage,provided that such coverage shall not exclude pollution,mobile equipment or damage to property leased by Lessee. Lessee's CGL insurance shall contain a provision including Lessor as an additional insured. Notwithstanding the forgoing, Lessee may,in its sole discretion, self-insure any of the required insurance under the same terms as required by this Agreement provided that that Lessee (i) provides Lessor with notice of its intent to self-insure; (ii)furnishes a Self-Insured Certificate of Insurance evidencing the types of coverage and limits required; (iii) uses a third party administrator to manage all self-insured claims; (iv) maintains sufficient capital reserves as audited annually by Ernst&Young, or any successor auditing company;and (v) issues self-insured waiver of subrogation and additional insured endorsements. In the event Lessee elects to self-insure its obligation under this Agreement to include Lessor as an additional insured, the following conditions apply: i) Lessor shall promptly and no later than thirty (30) days after notice thereof provide Lessee with written notice of any claim,demand,lawsuit,or the like for which it seeks coverage pursuant to this Section and provide Lessee with copies of any demands, notices, summonses,or legal papers received in connection with such claim,demand, lawsuit, or the like; ii) Lessor shall not settle any such claim,demand,lawsuit, or the like without the prior written consent of Lessee; and iii) Lessor shall fully cooperate with Lessee in the defense of the claim,demand, lawsuit, or the like." 4. Article 4 is amended by the addition of a new Section 4.06 as follows: 4.06 INDEMNIFICATION. Nothing herein shall be deemed a waiver by Lessor of the limitations on liability set forth in Minnesota Statutes, Chapter 466. Each Party shall indemnify and hold the other harmless against any claim of liability or loss from personal injury or property damage resulting from or arising out of the negligence or willful misconduct of the indemnifying Party, its employees, contractors or agents, except to the extent such claims or damages may be due to or caused by the negligence or willful misconduct of the other Party, or its employees,contractors or agents." 5. Article 4 is amended by the addition of a new Section 4.07 as follows: 4.07.LIMITATION ON LIABILITY. Except for indemnification, neither Party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of G:\ANTENNAs1AT&T\LEASE AGREEMENT-OIATT2000N First Amendinent.docx service, even if advised of the possibility of such damages, whether under theory of contract,tort (including negligence), strict liability or otherwise." 6. Article 6.06 is deleted and the following substituted therefor: NOTICES. All notices, requests, demands and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally reco nizedgP9g overnight courier, postage prepaid, to be effective when properly sent and received,refused or returned undelivered. Notices will be addressed to the parties as follows: If to Lessee: New Cingular Wireless PCS,LLC Attn: Network Real Estate Administration Re: Cell Site #: MNL03132; Cell Site Name: ROSEMOUNT (MN); FA No.: 10094902 575 Morosgo Drive NE Atlanta, GA 30324 With a copy to AT&T Legal at: New Cingular Wireless PCS,LLC Attn: AT&T Legal Department Re: Cell Site #: MNL03132; Cell Site Name: ROSEMOUNT(MN); FA No.: 10094902 208 S. Akard Street Dallas,TX 75202-4206 And as to Lessor: City of Rosemount Attn: Christine Watson 2875 145th Street West Rosemount, MN 55068 Either party hereto may change the place for the giving of notice to it by thirty (30) days prior written notice to the other as provided herein." G:\ANTENNAS\AT&T'LEASE AGREEMENT-01ATT2000N First Amendment.docx 7. Article 6.14 paragraph E) is deleted and the following substituted therefor: E) The rights of the Lessee under this Agreement are subject and subordinate to the rights of the following lessees: o Sprint Spectrum Realty Company,LP under that certain Tower Lease Agreement by and between the City of Rosemount and Sprint Spectrum Realty Company,LLC dated February 1, 1997 and amended January 1,2013. Lessee acknowledges receipt of a copy of said Tower Lease Agreement." 8. Article 6.14 of the Agreement is amended to add the followingg L) Lessee may assign this Agreement to a parent, subsidiary or purchaser of all or substantially all of Lessee's assets with written notice to Lessor within thirty (30) days following such assignment. 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 a minimum of two and one-half(2.5) hours for each call out). Lessee will pay charges within forty-five (45) days of receipt of the invoice. N) Lessee will provide twenty-four (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." 9. The"Sketch and Description of the Property" attached to the Lease as part of Exhibit A are deleted,and the site plans attached as Exhibit A-i are substituted therefore. All other terms and conditions of the Agreement will remain the same and in full force and effect and are ratified and confirmed by the parties. SIGNATURES ON FOLLOWING PAGE] THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] G:IANTENNASIAT&T\LEASE AGREEMENT-01ATT2000N First Amendment.docx IN WITNESS WHEREOF, the parties have caused their properly authorized representatives to execute and deliver this Amendment effective as of the Effective Date. LESSOR: LESSEE: City of Rosemount New Cingular Wireless PCS LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: r _ 34 B 5 l L Print Name: William H.Droste Print Name: Maria Burmeister Title: Manager of Real Estate&Construction Title: Mayor Tide: Date: G:\ANTENNAS\AT&T\LEASE AGREEMENT-OIATT2000N First Amendment.docx EXHIBIT A-1 Description of the Premises: Please see attached drawing consisting of one (1) page. Legal Description of the Property: That part of Lot Twelve (12), Auditor's Subdivision No. 27 contained within the following description: the Southerly 200 feet of the Easterly 217 feet of the Westerly 250 feet of the Southwest Quarter of the Southwest Quarter of said Section 29, Township 115, Range 19, Rosemount, according to the plat thereof now on file of and of record in the Office of the Register of Deeds in and for said County and State. G:\ANTENNAS\AT&T\LEASE AGREEMENT-01ATT2000N First Atnendinent.docx PARCEL#: 34-03800-12-100 SPACE ABOVE FOR RECORDER'S USE THIS DOCUMENT WAS DRAFTED BY, and WHEN RECORDED RETURN TO: SAC Wireless 1501 E. Woodfield Road, Suite 300E Schaumburg,IL 60173 Atm: Vitoria Bryan MEMORANDUM OF FIRST AMENDMENT TO TOWER LEASE AGREEMENT his Memorandum of First Amendment to Lease is entered into this 01 day of 2015, by and between CITY OF ROSEMOUNT, a Minnesota munici al cdr oration "Lessor" whose mailingaddress for notices is 2875 145th Street W,P P Lessor"), Rosemount, MN 55068 and New Cingular Wireless PCS, LLC, a Delaware limited liability company, successor by merger to AT&T WIRELESS SERVICES OF MINNESOTA, INC., a Nevada corporation ("Lessee"), whose mailing address for notices is 575 Morosgo Drive NE, Atlanta, GA 30324. WHEREAS, Lessor and Lessee (or their predecessors in interest) entered into that certain Tower Lease Agreement dated May 15, 2000 (the "Agreement"), whereby Lessor leases to Lessee certain premises described therein, together with all other space and access and utility easements pursuant to the terms of the Lease (collectively, the "Premises"), that are a portion of the property located at 14950 Chippendale Avenue,Rosemount,MN 55068 (the"Property"). WHE AS, ur ant to that certain First Amendment to Tower Lease Agreement executed on 2015 (the "First Amendment"),whereby Lessor and Lessee agreed to amend and modify certain terms of the Agreement, as more particularly set forthgg in the First Amendment. 1. The First Amendment modifies certain of Lessee's rights and obligations under the Agreement, as more particularly set forth therein. 2. As set forth in the First Amendment, the current renewal term of the Agreement expires on December 31, 2015 ("Current Term"), and Lessee has the right to renew the term of the G:IANTENNAS\AT&T\LEASE AGREEMENT-0 1 ATT2000N First Amendment.docx Agreement for up to four (4) additional and successive five (5) year periods (each a "Renewal Term"). Each Renewal Term shall automatically commence, on the same terms and conditions of the Agreement (as amended by the First Amendment), without further action by Lessee, unless i) the Agreement is sooner terminated in accordance with its terms or (ii) Lessee provides Lessor with written notice of its intention not to renew at least sixty (60) days prior to the expiration of any Renewal Term. 3. Lessor and Lessee desire and hereby enter into this Memorandum of First Amendment to Agreement to provide constructive notice of the existence of the First Amendment and the parties'rights under the First Amendment. 4. The terms and conditions of the Agreement and the First Amendment are hereby incorporated as if set forth herein in full. This Memorandum of First Amendment to Lease is not intended to amend or modify, and shall not be deemed or construed as amending or modifying,any of the terms, conditions or provisions of the Agreement or the First Amendment, all of which are hereby ratified and affirmed. The Agreement, as amended by the First Amendment, shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns, and shall run with the land and bind all assignees, transferees or successors of the parties' respective interests. SIGNATURES TO APPEAR ON THE FOLLOWING PAGE] G:IANTENNAS\AT&T\LEASE AGREEMENT-01 ATT2000N First Amendment.docx IN WITNESS WHEREOF, the parties have executed this Memorandum of First Amendment to Lease on the day and year first above written. LESSOR: LESSEE: City of Rosemount, New Cingular Wireless PCS,LLC, a Minnesota municipal corporation a Delaware limited liability-company Aga By: AT&T Mobility Corporation Its: Manager C2-) 0°k Ln C 1 Print Name: William H. Droste Print Name: Name: Maria Burmeister Title: Manager of Real Estate&construction Title: Mayor Tide: Date: PREPARED BY: SAC Wireless 1501 E. Woodfield Road,Suite 300E Schaumburg,IL 60173 Attn: Vitoria Bryan WHEN RECORDED RETURN TO: SAC Wireless 1501 E. Woodfield Road,Suite 300E Schaumburg,IL 60173 Attn: Vitoria Bryan G:IANTENNAS\AT&T\LEASE AGREEMENT-01ATT2000N First Arnendment.docx LESSOR ACKNOWLEDGMENT STATE OF Minnesota ) ss: COUNTY OF Dakota ) On { i\V9 a©m 5 2015,before me, 1\0YA 1t1Q IA )(a_a Notary Public, personally appeared William H. Droste, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Minnesota that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: ammo t- _ cx,tigi_c2.) Sea J' :..... R+XANEF.MAXA NOTARY PUBLIC-MINNESOTA My Commission Expires Jan.31,2020 ( G:IANTENNAS\AT&T\LEASE AGREEMENT-OIATT2000N First Amendment.docx LESSEE ACKNOWLEDGMENT STATE OF r \ %R D off.) ss: COUNTY OF On i y 2015, before me, N L. a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),or the entity upon behalf of which the person(s) acted,executed the instrument. WITNESS my hand and official seal. Signature: V,,x2x,x2 j,..a( "/C----C-: !3\--Yr•--‘ Seal) S qr KATHY LYNN! LENEA'S . ywe ySYL-11Ca' f- Ak - ',NOTARY PUBLIC r)j 'MINNE`SOTA t::... My CommIssion€xplres January 31,2018 G:\ANTENNAS\AT&T\LEASE AGREEMENT-01ATT2000N First Amendment.docx EXHIBIT 1 Legal Description Street Address: 14950 Chippendale Avenue, Rosetnount,MN 55068 Parcel #: 34-03800-12-100 That certain Premises (and access and utility easements) on a portion of the Property described as follows: That part of Lot Twelve (12), Auditor's Subdivision No. 27 contained within the following description: the Southerly 200 feet of the Easterly 217 feet of the Westerly 250 feet of the Southwest Quarter of the Southwest Quarter of said Section 29, Township 1 1 5 Range 19, Rosemount, according to the plat thereof now on file of and of record in the Office of the Register of Deeds in and for said County and State. G:\ANTEItiNAS\AT&T\,LEASE AGREEMENT-OIATT2000N First Amendment.docx I NEW AND EXISTING AT&T EQUIPMENT EQUIPMENT SHELTER SEE SHEET X2 AT&T f'-fi7t26'-O" t..\- EXISTING- TREES LY r 1 l EXISTING OTHER CARRERS_ FENCED COMPOUND EXISTING AT&T GPS ANTENNA. f EXISTING AT&T a”PVC FROM— N F SIELTER TO TOWER LEG J 12)EXISTING COAu CABLES i IN BURED 4"CMA PvC t CONDUITS r' tip...-,--. 1 t-,, 1- iii.,• 4'<>/ <>/: 7 4 CITY ' i.\V'.TILITY HANG i, i 1 i tp. i TO dG 150'WATER--\ 1 EXISTING EALTIN.::TORE'LEG 1/ 0 Q X AS'HALT til 1Yr 1 Cn EXISTING ILL PIPE LLI ri i , i 1 i 1 / GmA ._ ...R\ P/ t E•I`TI'ii; TI-FR 1 r ARRIERS r EQJPMENT m 151MIG.9JN.DiNG 03 q TREES I - I p EXISTING TREES incEj`. NOTHER CARRIERS EXISTING :"THE- - IL FENCE()COMPOUND MONDPOLE--,-1,-_,E'r NORTH SITE PLAN at Q AT&T Mobility vlVC4300 Market Pointe Dr. Suite 350 Bloomington, MN 55435 www.att.com May 5, 2015 Christine Watson City of Rosemount 14950 Chippendale Ave Rosemount, MN 55068 RE: FA 10094902 - Rosemount Enclosed are two copies of a first amendment for your signature, as prepared by Valerie Maldonado of SACW, phone 847-466-3528. This is to extend your lease with AT&T for another four five-year periods. Please sign and retune one copy of the amendment back to me at the address shown below. Sincerely, Kathy Leners AT&T Mobility Sr Specialist-Technical Process/Quality Lease Administrator 4300 Market Pointe Drive, Suite 350 Bloomington, MN 55435 Phone: 952 656-9312 Email: k12591@att.com P\ 13 SSA P:uu i Sp i or c? •h:'US:0.y,pm Team