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HomeMy WebLinkAbout5K Verizon Tower St Lease Renewal Report Phone 952.447.9800 / Fax 952.447.4245 / www.cityofpriorlake.com 4646 Dakota Street SE Prior Lake, MN 55372 CITY COUNCIL AGENDA REPORT MEETING DATE: DECEMBER 12, 2016 AGENDA #: 5K PREPARED BY: NICK ZURBEY, PUBLIC WORKS TECHNICIAN KATY GEHLER, PUBLIC WORKS & NATURAL RESOURCES DIRECTOR PRESENTED BY: KATY GEHLER AGENDA ITEM: CONSIDER APPROVAL OF A RESOLUTION AUTHORIZING THE MAYOR AND CITY MANAGER TO EXECUTE A COMMUNICATION FACILITIES LEASE AGREEMENT WITH VERIZON AT THE TOWER STREET WATER TOWER PROPERTY DISCUSSION: Introduction The purpose of this agenda item is to consider executing a Communication Facilities Lease Agreement with Verizon at the Tower Street water tower property for a term of 5 years with Verizon’s option to renew for two additional 5 year terms (15-year total). History The City holds several lease agreements with communication companies to allow use of the City’s water towers to mount antenna with ground equipment shelters. Many of these agreements were put in place over fifteen years ago and will be expiring in the coming years. Within the last fifteen plus years, wireless communication technologies have significantly changed. When the current agreements were put in place the leases were drafted to allow a set number of antennas and leased ground space. With changes in technology and the rise of data services, there is now a significant amount of non-antenna equipment being mounted on the water towers. The language and terms of the expiring agreement needs to be changed to meet today’s current technology and be open to meet potential future changes. Staff, coordinating with the City Attorney, have researched and developed a new lease agreement form to take the place of the expiring leases. New leases will be based on the current configuration of equipment mounted on the tower. Any changes need to undergo a review to determine whether an amendment is needed and if the changes are significant enough to warrant a rent increase for any additional weight or space being occupied by the tenant. Staff has been using this approach with lease amendments to existing agreements over the last few years. The City and Verizon are parties to a Water Tower Antenna Agreement relating to installation of communications antennas on the Tower Street water tower and leasing of ground space for an equipment shelter. They are also parties to similar agreements at two other properties. The original agreement for the Tower Street location was entered into on January 7, 1991. This is one of the fist leases to expire and be renewed. Current Circumstances Verizon’s current lease is set to expire on December 31, 2016 and they wish to continue to lease space at the Tower Street water tower property. A new lease agreement has been negotiated with Verizon based on the form developed by staff. The lease is attached. Verizon’s legal department has approved the new lease agreement and is in the process of routing the agreement for signature. Conclusion City Staff and the City Attorney recommend approval of the newly negotiated lease agreement. ISSUES: City staff is working to update the legal descriptions for the easements granted with the various lease agreements. For this agreement, the new survey and legal descriptions will not be complete by the end of the year. However, the existing surveys do show the locations of all equipment. Therefore, Verizon has agreed to use the existing surveys as the exhibits for this agreement to be replaced upon completion of the new surveys and legal descriptions. Verizon’s legal department has approved the new lease agreement and is in the process of routing the agreement for signature. The routing for signatures often takes a significant amount of time and likely will not be completed by December 31, 2016. However, Verizon has worked very cooperatively with the City and in good faith to negotiate the new lease. The City Attorney and Staff are willing to give Verizon some leeway in obtaining final signatures. However, we propose, and have informed Verizon, that if the signed agreement is not received by the City by January 30, 2017 this approval will be void and their equipment will need to be removed from the water tower. FINANCIAL IMPACT: Current rent amount was $18,035.30 but after market research for rent in the region revealed it was undervalued. A rent amount of $32,500 annually with a 3% annual escalator was proposed and accepted by Verizon. Of all of the antenna leases, this was the most undervalued site. Most others are closer to market value. ALTERNATIVES: 1. Approval of a resolution as part of the consent agenda authorizing the Mayor and City Manager to execute the Communication Facilities Lease Agreement with Verizon at Tower Street Water Tower. 2. Remove this item from the consent agenda for further discussion. RECOMMENDED MOTION: Alternative #1 4646 Dakota Street SE Prior Lake, MN 55372 RESOLUTION 16-xxx A RESOLUTION AUTHORIZING THE MAYOR AND CITY MANAGER TO EXECUTE A COMMUNICATION FACILITIES LEASE AGREEMENT WITH VERIZON AT THE TOWER STREET WATER TOWER PROPERTY Motion By: Second By: WHEREAS, Various cellular companies have located their antennae equipment on City property and water towers; and WHEREAS, The public safety, health and welfare is served when cell phone coverage is uniform and unbroken; and WHEREAS, The City and Verizon have been parties to a Water Tower Antenna Agreement relating to the Tower Street water tower located at 4741 Tower St Street, Prior Lake Minnesota, 55372 (Verizon site ID MIN PRIOR LAKE) since January 7, 1991; and WHEREAS, Verizon’s current lease is set to expire on December 31, 2016; and WHEREAS, Verizon desires to continue to lease space at the water tower property which includes mounting of antenna and other supplemental equipment on the water tower, leased ground space for an equipment shelter and easements for access and underground utilities; and WHEREAS, The City Attorney and City Staff have developed and negotiated a new lease agreement with Verizon; and WHEREAS, Verizon’s legal department has approved the new lease agreement and is in the process of routing the agreement for signature. NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, MINNESOTA as follows: 1. The recitals set forth above are incorporated herein. 2. The City Council hereby approves the attached “Communication Facilities Lease Agreement” for Verizon at Tower Street Water Tower prepared by the City Attorney and City Staff. 3. The Mayor and City Manager are hereby authorized to execute the Communication Facilities Lease Agreement on behalf of the City. 4. This approval shall be void if the City has not received the signed Communication Facilities Lease Agreement from Verizon by January 30, 2017. C:\Users\aschroeder\Desktop\16-XXX Verizon Tower St Lease Renewal.docx 2 PASSED AND ADOPTED THIS 12th DAY OF DECEMBER 2016. VOTE Hedberg Keeney McGuire Morton Thompson Aye ☐ ☐ ☐ ☐ ☐ Nay ☐ ☐ ☐ ☐ ☐ Abstain ☐ ☐ ☐ ☐ ☐ Absent ☐ ☐ ☐ ☐ ☐ ______________________________ Frank Boyles, City Manager 1 CITY OF PRIOR LAKE COMMUNICATION FACILITIES LEASE AGREEMENT Verizon at Tower Street Water Tower This Communication Facilities Lease Agreement (“Agreement”) is between the City of Prior Lake, a Minnesota municipal corporation, (“City”), and Verizon Wireless (VAW) LLC d/b/a Verizon Wireless, a Delaware limited liability company (“Communications Company”). City and Communications Company may be referred to individually as “party” and collectively as “parties”. RECITALS: A. City is the owner of certain real property located in Scott County, State of Minnesota, and more particularly described in Exhibit A attached hereto (“Land”) on which is situated a water tower (“Water Tower”). The Land and Water Tower are hereinafter called the “Property”. B. Communications Company desires a non-exclusive lease to use portions of the Property as described herein for the purpose of constructing, operating, and maintaining a communications facility (“Facility”). NOW, THEREFORE, the Parties agree as follows: City and Communications Company agree that this Agreement replaces the agreement between Communications Company and the City dated January 7, 1991 and amended January 24, 1994, May 23, 1994, December 8, 2014, and March 28, 2016, referenced by LESSEE as Contract #NG 11149 (“Terminated Agreement”). City and Communications Company acknowledge that notwithstanding the termination of the Terminated Agreement and the commencement of this Agreement, Communications Company may continue to make, and the City may continue to receive, rental and other payments pursuant to the Terminated Agreement. In such event, any rental or other payments made pursuant to the Terminated Agreement after its termination shall be applied and credited against any rentals or other payments due under this Agreement. 1. Grant of Lease. City grants to Communications Company a non-exclusive lease for the use of the Property for the period, uses, and consideration in accordance with all of the terms, covenants, conditions and provisions contained herein. 2. Term. The term of the lease granted hereby shall be for a period of five years (“Term”), commencing on January 1, 2017 (“Commencement Date”). 3. Consideration. Communications Company shall pay or provide to City the following: (a) Annual rent in the amount of $32,500 to be paid in annual installments commencing on or before the first day on which the Term commences and on or before the first day of each year thereafter during the Term and any Extended 2 Term as provided hereafter. The annual rent shall be increased by three percent (3%) each year on the anniversary of the Commencement Date. City acknowledges that the first annual rent payment may not be sent by Communications Company until sixty (60) days after full execution of this Agreement. (b) The terms of the Utility Easement and Access Easement, described below, shall be co-extensive with the Term of this Agreement and the Utility Easement and Access Easement shall automatically expire upon termination of this Agreement. (c) Communications Company shall pay all reasonable costs, including engineering and attorney fees, incurred by City in processing and reviewing this Agreement and any amendments, reviews or applications related to this Agreement. City shall invoice Communications Company at the following address: 10801 Bush Lake Road, Bloomington, Minnesota 55438, for all such costs. Communications Company shall pay all such invoices within sixty (60) days of receipt. If Communications Company fails to pay any such invoice when due, interest shall begin to accrue on the amount due at a rate of 10% per annum and shall continue to accrue until the amount due is paid in full. 4. Communications Company’s Use. Communications Company may use the following parts of the Property for the following uses, and the construction, maintenance, repair and replacement of the following (all of which are hereafter referred to and are encompassed by the term “Facility”): (a)Installation operation and maintenance the communications equipment identified on Exhibit C, located and installed only as set forth on Exhibit C attached hereto (“Equipment”). All Equipment installed on the Water Tower shall be painted to match the Water Tower. (b) Install, operate, and maintain a building (“Equipment Structure”) to house and contain Communications Company’s radio transmission, computer equipment and emergency battery and generator equipment, as shown in Exhibit D. (c) Installation and maintenance of utility wires, cables, conduits and pipes underground within that part of the Property described in Exhibit E attached hereto (“Utility Easement”). (d) Ingress and egress 24 hours a day, seven (7) days a week for purposes of construction, installation, operation and maintenance of the Facility over that part of the Property described in Exhibit F attached hereto, provided however, City shall have the right to temporarily require Communications Company to exercise its rights of ingress and egress on and over a different part of the Property or other Property as may be provided by or through City (“Access Easement”). Communications Company shall provide the City with written notice at least 3 forty-eight (48) hours prior to accessing the Property, except in the event of a service interruption or equipment failure. The notice shall be provided on a form approved by the City. The information shall include but not be limited to the identity of the entity and individual accessing the Property and their contact information; the purpose for the access; the dates and hours of access; and proof of the required insurance. In the event of a service interruption or equipment failure, Communications Company need not provide forty-eight hours’ notice but shall provide the City with as much written or telephonic notice as possible based on the circumstances. City staff must accompany Communication’s Company and/or its designee for any work on the water tower. Communications Company’s Facility shall be installed at Communications Company’s expense and shall be maintained in a reasonable condition and secured by Communications Company. Communications Company shall ensure that its use of the Property is consistent with all local, state and federal laws, ordinances and regulations. If there is a conflict among the regulations they shall govern with the following priority: first federal laws, then state laws, and then local laws. A more restrictive regulation is not a conflict unless preempted. 5. Applications. Communications Company shall obtain the City’s prior written approval for all installations (including the initial installation), additions, replacements, relocations, maintenance, repairs, and any other work which requires the revision of Exhibit C (collectively “Work”). Notwithstanding the foregoing, maintenance, repairs, and like-kind replacements of equipment and modifications, any of which occur within the interior of the Equipment Shelter, shall not require the prior approval of the City. In order to request such approval, Communications Company shall submit an application for the Work which application shall be in the form and contain the information required by the City. In conjunction with any application, the City may, in its sole discretion, require any or all of the following: (a)Interference Study. The City may require that Communications Company obtain and pay for a radio frequency interference study from an independent qualified professional approved by the City, which will not be unreasonable withheld, delayed or conditioned. (b)Engineering Study. The City may require that Communications Company obtain and pay for an engineering study from an independent licensed engineer approved by the City, which will not be unreasonable withheld, delayed or conditioned. (c)Construction Plans. The City may require that Communications Company provided detailed construction plans. If City determines based on the application and all other information submitted that the Work in the application will interfere with another user in violation of this Agreement or will not be structurally sound the City may deny the application by written notice to Communications Company. 4 6. Approval of Applications. If City approves the application, all Work shall be completed in compliance with the approved application. In addition, in conjunction with approval of any application, the City may, in its sole discretion, require any or all of the following: (a)As-Builts. The City may require that Communications Company provided as-built drawings upon completion of any Work. (b)Inspections. City may require consulting engineering inspections beginning at pre- construction and continuing through installation/construction/punch-list and verification of as-builts at project completion. 7. Liens. Communications Company shall take all steps necessary to prevent any mechanics’ or materialmen’s liens from being placed on the Property as a result of Communications Company’s use of the Property. 8. Labeling. Communications Company shall ensure that the site ID and an emergency contact number is clearly visible and legible on the Equipment Shelter. 9. Locates. Communications Company shall be responsible for all utility locates relating to its Equipment and shall be responsible for all costs and damages related to any failure to do so. The City is not responsible to notify the Communications Company of locate requests. 10. User Priority. Communications Company agrees that the following priorities of use in descending order, shall apply in the event of interference or other conflict while this Agreement is in effect, and Communication Company's use shall be subordinate accordingly: i.City; ii.Public safety agencies, including law enforcement, fire, and ambulance services that are not part of the City; iii.Other governmental agencies where use is not related to public safety; and iv.Communications Company and other government-regulated entities whose antenna offer a service to the general public for a fee in a manner similar to public utility, such as long distance and cellular telephone, not including radio or television broadcasters and pre-existing tenants. 11. Non-Exclusive Lease. Communications Company's lease to use those portions of the Property described herein is non-exclusive and City shall have the right to use its Property and to authorize others to do so as the City, in its sole discretion, may determine. In the event that the use of the Property by third parties to whom City may authorize such use constitutes an unreasonable or harmful interference with Communications Company's use of the Property, Communications Company may give notice to City of such interference. If the interference is not corrected within thirty (30) days after the giving of such notice, Communications Company, without limiting its right to seek injunctive relief, may terminate this Agreement upon notice to City. Communications Company shall have exclusive use of its Antenna Facilities. 5 12. Utilities and Taxes. Communications Company will be responsible for installation and payment of all utilities required by its use of the Property. Communications Company shall pay all special assessments, and personal property and/or real estate taxes levied by any taxing authority, against or upon the Facility or the Property that are attributable to the installation and use of the Facility and the use of the Property by Communications Company. City will provide to Communications Company a copy of any notice of taxes or special assessments imposed upon the Facility or Property that are attributable to the Facility or use of the Property by Communications Company, which City may receive from any taxing authority. (Subject to any and all limitations imposed by law, Communications Company may contest, at its own expense, any such taxes or assessments.) 13. Maintenance. Communications Company shall temporarily remove its Facility from the Water Tower within 60 days of written notice from City that the Facility needs to be removed for maintenance of the Water Tower. Communications Company may install a temporary mobile communications facility on the Land during the maintenance period. The removal and subsequent replacement shall be at Communications Company’s sole cost. All costs for maintenance of the Property and Facility including but not limited to painting or other maintenance of the Water Tower, that are attributable to Communications Company’s use of the Property, shall be paid promptly to City by Communications Company upon receipt of the City’s written invoice describing the maintenance costs actually incurred by the City. However, for maintenance costs attributable to more than one user of the Property, Communications Company shall only pay a proportionate share of those costs. 14. Ownership and Removal of Facility. During the Term of this Agreement and any Extended Term, ownership of the Facility will remain in the Communications Company. Communications Company shall, not more than sixty (60) days from the termination or expiration of this Agreement, remove its Facility and shall restore the Property from which it has been removed to its condition at the commencement of the Term. In order to ensure compliance with this Section, in conjunction with the execution of this Agreement Communications Company shall provide City with a performance bond in the amount of $10,000.00, which shall be fully refunded to Communications Company upon full compliance with this Section. 15. Technology. Communications Company shall use the Facility exclusively to provide communications services operating on frequencies that Communications Company is authorized to use. Communications Company shall provide a list of approved frequencies to the City. Upon any change to the approved frequencies Communications Company shall provide City with an updated list. Any change in equipment or facilities related to the change in frequency shall be preceded by a separate or amended agreement. 16. Defense and Indemnification. (a) General. Communications Company shall defend, indemnify, and hold City harmless against any claim of liability or loss from personal injury, property 6 damage or liens resulting from or arising out of the use and occupancy of the Property, and the installation and/or removal of the Facility by the Communications Company, its officers, employee or agents, including reasonable attorneys' fees and costs, provided such injury to persons or damage to Property are not due to the sole negligence, willful acts or omissions of City, its officers, employees or agents. (b) Hazardous Materials. In addition, except to the extent caused by others, Communications Company will be solely responsible for and will defend, indemnify, and hold City, its agents, and employees harmless from and against any and all claims, costs, and liabilities, including attorney’s fees and costs, arising out of or in connection with the cleanup or restoration of the Property to the extent resulting from Communications Company’s use of Hazardous Materials. For purposes of this Agreement, “Hazardous Materials” shall mean: Any toxic or hazardous substances or wastes, pollutants or contaminants (including, without limitation, asbestos, urea formaldehyde, the group of organic compounds known as polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil and various constituents of such products, and any hazardous substance as defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. §9601-9657, as amended). (c) Communications Company’s Warranty. Communications Company represents and warrants that its use of the Property will not generate and Communications Company will not store or dispose of on the Property, nor transport to or over the Property, any Hazardous Materials. City and Communications Company acknowledge that Communications Company shall be utilizing and maintaining on the Property sealed batteries, diesel, HVAC system, electronic components, standard cleaning supplies and a halon/FM200 fire suppression system and that the use and maintenance of such items shall not constitute a violation or breach of the preceding sentences of this paragraph. In the event that Communications Company wants to install an additional generator Communications Company must obtain City’s prior written consent. 17. Insurance. (a)General Commercial Liability. Communications Company shall maintain an occurrence form commercial general liability insurance with a limit of $5,000,000 per occurrence for bodily injury (including death) and property damage and $5,000,000 general aggregate including personal and advertising injury, Premises/operation, contractual, independent contractors, and products/completed operations. (b)Property. Communications Company shall keep in force during the Term and any Extended Term a policy covering damages to its Facility at the Property. The amount of coverage shall be sufficient to provide for replacement of the damaged 7 Facility, damages resulting from loss of use, and shall comply with any ordinance, statutory, or legal requirements. (c)Workers Compensation. Communications Company shall maintain worker's compensation insurance as required by law. (d)Additional Requirements. The insurance policies required by this Agreement shall be issued by a company rated A- or better by Best Insurance Guide, licensed to do business in the State of Minnesota, be primary and non-contributory. The commercial general liability insurance shall include the City as an additional insured as their interest may appear under this Agreement. A copy of the Communications Company’s Certificate of Insurance (“Proof of Insurance”), which evidences the existence of this insurance coverage evidencing the City as an additional insured must be provided to the City before Communications Company enters the Property for the purpose of construction or placing any Facility or related material on the property. Any policy that is cancelled or non- renewed shall be replaced with insurance meeting the requirements set forth herein in a manner that ensures that no gap occurs in coverage. Communications Company shall provide current certificates of insurance any time there is a change in coverage and such certificates shall show that no gap in coverage occurred. (e)Subcontractors. Communications Company shall require all subcontractors to meet the same insurance requirements set forth herein. All entities or persons accessing the Property or Water Tower shall provide to the City proof of such insurance. 18. Temporary Interruptions of Service. When City determines that continued operation of Communications Company’s Facility would cause or contribute to an immediate threat to the public health and/or safety (including maintenance and operating personnel), City may, without prior notice to Communications Company, cause discontinuance of operation of Communications Company’s Facility or may order Communications Company to discontinue its operation. Discontinuance of Communications Company’s operation shall include but shall not be limited to, shutting down the transmission of electromagnetic waves or impulses to or from the Facility. Communications Company shall immediately comply with such an order. Operations shall be discontinued only for the period that the immediate threat exists. If prior notice is not given to Communications Company, City shall notify Communications Company as soon as possible after its action and give its reason for taking action. City shall not be liable to Communications Company or any other Party for any interruption in Communications Company’s service or interference with Communications Company’s operation of its Facility. If the discontinuance shall extend for a period greater than three days, either consecutively or cumulatively, Communications Company shall have the right to terminate this Agreement within its sole discretion without any prior notice. Notwithstanding anything to the contrary in this Agreement, City acknowledges and agrees that the FCC is the only party that has jurisdiction over the health effects and permissible exposure levels of wireless communications facilities. 8 19. Interference with the Property. Communications Company shall not interfere with City’s use of the Property, or use by others to whom City has granted the use of the Property, and, except for as provided in Paragraph 20 with respect to interference with communications, agrees to cease all such actions which interfere with the use thereof. Without limiting any other rights or remedies, if interference occurs and continues for a period in excess of 72 hours following notice to Communications Company via telephone to Communications Company’s Network Operations Center at (800) 224-6620, Communications Company shall reduce power or cease operations of the interfering equipment until the interference is cured. Communications Company shall have such extended period as may be required beyond the 72 hours if the nature of the cure is such that it reasonably requires more than three 72 hours and Communications Company commences the cure within the 72 hours and thereafter continuously and diligently pursues the cure to completion. 20. Interference with Communications. Communications Company’s use and operation of its Facility shall not interfere with the use and operation of other communication facilities now or hereafter installed on the Water Tower, whether owned by City or another. If Communications Company’s Facility causes interference, Communications Company shall take all measures necessary to correct and eliminate the interference. If the interference cannot be eliminated within forty-eight (48) hours after receiving City’s written notice of the interference, Communications Company shall immediately cease operating its Facility and shall not reactivate operation, except intermittent operation for the purpose of testing, until the interference has been eliminated. If the interference cannot be eliminated within thirty (30) days after Communications Company has received City’s written notice, City may at its option terminate this Agreement immediately without any prior notice. 21. Additional Covenants. Communications Company shall: (a) not install, locate or use an additional generator, whether natural gas, propane, gasoline or diesel fuel, on the Property without prior written consent from the City; (b) not use any process or method in the installation, maintenance, or removal of any Facility upon the Water Tower by means of welding, cutting tool, or other device which could damage the Property or City’s Water Tower, including its interior and exterior paint (if any) or any equipment attached thereto; (c) protect its communications equipment from damage or harm in the event of the repair or maintenance of the Water Tower or other facilities of City; (d) not, without City’s consent, remove, cut, or trim any trees or other vegetation on the Property; (e) replace heritage trees (as defined in Prior Lake City Code) lost or reasonably anticipated to be lost as a result of construction of the Facility upon the Property in accordance with the provisions of Prior Lake City Code Section 1107.2100; and (f) operate the Facility in a manner that does not violate Prior Lake City Code Section 605 relating to public nuisances. 22. Default. The following shall constitute an event of default by Communications Company (“Communications Company’s Default”): 9 (a) Communications Company’s failure to make prompt payment of fees and other amounts due within fifteen (15) days after written notice to Communications Company. (b) Communications Company’s failure to comply with Communications Company’s obligations contained in Section 13, 18, 19 and 20 of this Agreement. (c) Communications Company’s failure to observe or perform any other covenant or condition contained in this Agreement within thirty (30) days after written notice to Communications Company specifying such failure and requiring Communications Company to remedy the same, except that there shall be no default if the failure cannot reasonably be cured within such thirty (30) day period and Communications Company has commenced to cure the failure within such thirty (30) day period and diligently pursues the cure to completion. (d) The adjudication of Communications Company as bankrupt by a court of competent jurisdiction, or the entry by such a court of an order approving a petition seeking reorganization of Communications Company under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, or the appointment by such a court of a trustee or receiver or receivers of Communications Company or of all or any substantial part of its property upon the application of any creditor in any insolvency or bankruptcy proceeding or other creditor’s suit in each case, the order or decree remains unstayed and in effect for ninety (90) days. (f)The filing by Communications Company of a petition in voluntary bankruptcy or the making by it of a general assignment for the benefit of creditors or the consenting by it to the appointment of a receiver or receivers of all or any substantial part of the property of Communications Company; or the filing by Communications Company of a petition or answer seeking reorganization under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof; or the filing by Communications Company of a petition to take advantage of any debtor’s act. (g)Communication Company’s default under any other antenna related agreement with the City, except that there shall be no default if within thirty (30) days after written notice to Communications Company specifying such default under the other agreement the Communications Company cures the default. 23. Remedies. Upon Communications Company’s Default, City shall be entitled to terminate this Agreement, obtain an order for specific performance, recover damages, and/or obtain any other remedy available at law or in equity. The exercise of one or more of such remedies by City shall not be deemed an election or waiver of the right to exercise any other remedy. 10 24. No Duty to Repair - Termination. City shall have no duty or obligation to maintain, repair, restore, replace or modify the Water Tower, the Property, or any of City's facilities, fixtures, personal property or improvements located thereon or therein. In addition to City’s right to terminate this Agreement under any other Section of this Agreement, City shall have, and reserves, the right in its sole discretion to terminate this Agreement upon at least ninety (90) days written notice, if, in City’s sole judgment, City shall: (a) convey or transfer to another the Property or Water Tower. (b) discontinue its use of the Water Tower. (c) determines, after consultation with a licensed structural engineer that the Water Tower is structurally unsound for use, for any reason including but not limited to considerations related to the age of the structure, damage to or destruction of all or part of the Water Tower or the Property from any source, or factors relating to the condition of the Facility or Property. 25. Communications Company – Termination. Communications Company shall have the right to terminate this Agreement upon at least one hundred eighty (180) days written notice if (i) Communications Company is unable to obtain or maintain any license, permit, or other governmental approval necessary for the construction and/or operation of the Facility or (ii) Communications Company determines that the Property or Facility are unnecessary or inappropriate for Communications Company’s operations for economic or technological reasons. 26. Survival. Upon termination of this Agreement pursuant to City’s or Communications Company’s right to terminate this Agreement as provided herein or upon expiration of the Term or any Extended Term, the Parties’ obligations under this Agreement shall cease, except Communications Company’s obligations with respect to Sections 7, 12, 13, 14 and 16 of this Agreement and to make payment of any amounts to which City is entitled at such time. Termination shall not relieve Communications Company of any liability by way of damages to which City may be entitled upon Communications Company’s Default hereunder. 27. Extended Term. This Agreement and any lease granted hereby shall automatically renew for two (2) additional five (5) year terms (“Extended Term”) upon the terms and conditions herein unless the Communications Company notifies the City in writing of its intention not to renew this Agreement at least one-hundred and eighty (180) days prior to the expiration of the existing Term. The annual rent for the Extended Term shall be increased by three percent (3%) each year on the anniversary of the Commencement Date. 28. No Representation or Warranty – Conditional Grant. City makes no representation or warranty regarding the condition of its title to the Property or its right to grant to Communications Company use or occupation thereof under this Agreement. 11 Nevertheless, City covenants that Communications Company, on paying the rent and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Property subject to the provisions of this Agreement. The Property leased herein is delivered “as is.” Communications Company is entering into this Agreement and Communications Company’s use of the Property is subject to Communications Company’s own investigation and acceptance. Communications Company’s rights granted pursuant to this Agreement are subject and subordinate to all limitations, restrictions, and encumbrances relating to City’s interest in the Land that may affect or limit City’s right to grant those rights to Communications Company. 29. Entire Agreement. This Agreement contains all agreements, promises and understandings between City and Communications Company and no verbal or oral agreements, promises, or understandings shall or will be binding upon either City or Communications Company in any dispute, controversy, or proceeding at law, and any addition, variation, or modification to this Agreement shall be void and ineffective unless it is in writing and signed by the parties hereto. 30. Choice of Law. This Agreement and the performance thereof shall be governed, interpreted, construed, and regulated by the laws of the State of Minnesota. 31. Assignment or Sublease. Without any approval or consent of the City, this Agreement may be sold, assigned or transferred by Communications Company to (i) any entity in which Communications Company directly or indirectly holds an equity or similar interest; (ii) any entity which directly or indirectly holds an equity or similar interest in Communications Company; (iii) any entity directly or indirectly under common control with Communications Company or (iv) any entity which acquires all or substantially all of Communications Company's assets in the market defined by the FCC 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 sublet, sold, assigned, or transferred at any time by Communications Company without the prior written consent of City, which consent may be withheld in the City’s sole discretion. 32. Notices. Any notice required or permitted to be given by any Party upon the other is given in accordance with this Agreement if: (i) it is directed to City by delivering it personally to the Manager of City; (ii) if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid; or (iii) if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to City: City of Prior Lake Attn: City Manager 4646 Dakota St SE Prior Lake, MN 55372 With a copy to: Gregerson, Rosow, Johnson & Nilan, LTD Attn: Prior Lake City Attorney 12 100 Washington Ave S, Suite 1550 Minneapolis, MN 55401 If to Communications Company: Verizon Wireless (VAW) LLC d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as aforesaid; provided, however, that if notice is given by deposit, that the time for response to any notice by the other Party shall commence to run one business day after such deposit. Any Party may change its address for the service of notice by giving written notice of such change to the other Party, in any manner above specified, 10 days prior to the effective date of such change. 33. Limitation of Liability. Notwithstanding anything to the contrary in this Agreement, in no event will either party be liable to the other party for, or indemnify the other party against, punitive damages. 34. Condemnation. If the whole Land shall be taken by any public authority under the power of eminent domain, or is sold to any entity having the power of eminent domain under threat of condemnation, then Communications Company may terminate the term of this Agreement as of the date of the granting of the petition or the date of the closing and the lease fees shall be paid up to that day. If a portion of the Property is taken by eminent domain, Communications Company shall have the right to terminate this Agreement by giving written notice thereof to City within ninety (90) days after the date of taking. If a portion of the Property is taken by eminent domain, and this Agreement is not thereafter terminated, Communications Company shall continue in the possession of the remainder of the Property under the terms herein provided, and the annual lease fees shall remain fully due and payable as set forth herein. Any award, compensation, or damages, shall be paid to and be the sole property of the City, but nothing herein shall preclude Communications Company from claiming against the condemning authority with respect to moving expenses and loss of personal property and any other recoverable damages (but not for the loss of the leasehold/lease interest) and receiving an award therefor. 35. Additional Facility. (a)Communications Company acknowledges that City has sole discretion to make additional improvements on the Property, whether or not such improvements affect Communications Company’s Facility. (b)Communications Company acknowledges that City may permit 3rd parties to construct additional improvements on the Property. At such time as this may occur, 13 Communications Company will permit said improvements to be placed immediately adjacent to Communications Company’s Facility as long as the improvements do not materially interfere with Communications Company’s use of the Property. Said attachments will be made at no cost to Communications Company, and City will require that the owner of such attachments assure both City and Communications Company that the attachments will not compromise the structural integrity of Communications Company’s Facilities. 36. Successors and Assigns. All of the terms, covenants, obligations and conditions herein shall be binding upon and inure to the benefit of the successors in interest, heirs, and assigns of the Parties hereto. 37. Recording of Memorandum. The parties shall execute and either shall be permitted to record at any time the Memorandum of Agreement attached hereto as Exhibit G. If this Agreement is terminated prior to expiration of its Term, or an Extended Term, Communications Company shall record an appropriate instrument to clear the memorandum from the title to the Land. 38. Waiver. No provision of this Agreement will be deemed waived by either Party unless expressly waived in writing by the waiving Party. No waiver shall be implied by delay or any other act or omission of either party. No waiver by either Party of any provisions of this Agreement shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision. 39. Counterparts. This Agreement may be signed in counterparts by the Parties hereto. 40. Severability. If any term of the Agreement is found to be void or invalid, such finding shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. 41. Enforcement. In the event that either party to this Agreement shall bring a claim to enforce any rights hereunder, the prevailing party shall be entitled to recover cost and reasonable attorneys' fees and other reasonable enforcement cost and expenses incurred as a result to such claim [Signature Pages Follow] 14 IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals the day and year written below. CITY CITY OF PRIOR LAKE Date:____________, 20___ By:__________________________ Its: Mayor By:___________________________ Its: Manager COMMUNICATIONS COMPANY Verizon Wireless (VAW) LLC d/b/a Verizon Wireless Date:____________, 20___ ___________________________ By:________________ Its: ______________ 15 LIST OF EXHIBITS Exhibit A LEGAL DESCRIPTION OF THE LAND Exhibit B LEGAL DESCRIPTION OF LEASE AREA Exhibit C PLANS AND SPECIFICATIONS FOR PERMITTED EQUIPMENT Exhibit D PLANS AND SPECIFICATIONS FOR EQUIPMENT SHELTER Exhibit E UTILITY EASEMENT Exhibit F ACCESS EASEMENT Exhibit G MEMORANDUM OF AGREEMENT 16 EXHIBIT A LEGAL DESCRIPTION OF THE LAND That part of the West ½ of the Southeast ¼ of Section 2, Township 114, Range 22, Scott County, Minnesota described as follows: Beginning at a point on the East line of Said West ½ of the Southeast ¼ distant 440 feet Northerly to the Southeast corner thereof; thence Westerly parallel to the South line of said West ½ of Southeast ¼ a distance of 180 feet; thence northerly parallel to said East line a distance of 240 feet; thence Easterly parallel to said South line a distance of 180 feet to the East line of said West ½; thence Southerly along said East line to the point of beginning. 17 EXHIBIT B LEGAL DESCRIPTION OF LEASE AREA That part of the West ½ of the Southeast ¼ of Section 2, Township 114 North, Range 22 West, of the Fifth Principal Meridian, Scott County, Minnesota, described as follows: Commencing at the Southeast corner of said West Half of the Southwest Quarter of Section 2; thence North 00 degrees 47 minutes 09 seconds East, assumed bearing, along the east line of said West Half of the Southwest Quarter, a distance of 495.43 feet; thence North 89 degrees 12 minutes 51 seconds West, a distance of 26.17 feet to the POINT OF BEGINNING; thence North 89 degrees 22 minutes 06 seconds West along the south line of the Lease Parcel described in Scott County Document number 286716, a distance of 29.00 feet to a point hereinafter described as “Point A”; thence North 00 degrees 37 minutes 54 seconds East, a distance of 38.55 feet to a point hereinafter described as “Point B”; thence continuing North 00 degrees 37 minutes 54 seconds East, a distance of 11.45 feet; thence South 89 degrees 22 minutes 06 seconds East, a distance of 29.00 feet; thence South 00 degrees 37 minutes 54 seconds West along the east line of said Lease Parcel described in Document number 286716, a distance of 50.00 feet to the POINT OF BEGINNING. 18 EXHIBIT C PLANS AND SPECIFICATIONS FOR PERMITTED EQUIPMENT (see attached) Engineers | Architects | Planners | Scientists Short Elliott Hendrickson Inc., 3535 Vadnais Center Drive, St. Paul, MN 55110-5196 SEH is 100% employee-owned | sehinc.com | 651.490.2000 | 800.325.2055 | 888.908.8166 fax November 20, 2015 RE: City of Prior Lake, Minnesota Verizon at Tower Street Water Tower Site No. MINC PRIOR LAKE AWS SEH No. PRIOR 134906 14.00 Amanda Schwabe Real Estate/Regulatory Specialist Network Real Estate 10801 Bush Lake Road Bloomington, MN 55348 Dear Ms. Schwabe: In accordance with the request of the City, we have reviewed the as-built plans submitted by Mill City Communications dated March 24, 2015, referencing the construction of the proposed Verizon Project at the Prior Lake Tower Street water tower and have the following comment for your review: 1. Note: This project and all aspects of construction will need to be discussed at a preconstruction meeting prior to commencement of project construction. Based on our review and the above information as provided by Mill City Communications, it is our opinion the City of Prior Lake can proceed with approval of this phase of the project, as the remaining comment is minor in nature and must be addressed at the preconstruction meeting. Following approval by the City, a pre-construction meeting must be scheduled by the tenant to include the City, SEH, the contractor and Verizon representatives prior to commencement of project construction. If you have any questions regarding our comments, please contact me directly at 651.765.2971. Sincerely, John Cvek Senior Technician dmk Attachments c: Nick Zurbey – City of Prior Lake, Minnesota Dan Zienty – SEH Saint Paul Office Dale Romsos – SEH Saint Paul Office s:\pt\p\prior\134906\telecom\tower st\verizon optimization\correspondence\letters\verizon aws at tower street wt to a.schwabe 112015 (correction).docx * Disclaimer - "SEH and the City review plan sets for each Tenant’s proposed installations and upgrades in the order that they are received. Each review is independent of any other proposed Tenant modification(s). Any approval of Tenant’s proposed installation are conditioned upon Tenant completing its approved improvements prior to another Tenant completing its modifications. If Tenant’s proposed improvements are approved but Tenant fails to promptly commence construction such that another subsequent Tenant completes its improvements first, Tenant may need to resubmit its plans and update its structural analysis to reflect the new site conditions". All Specifications are subject to change. Refer to www.jmawireless.com for the most current information www.jmawireless.com +1 315-431-7100 | customerservice@jmawireless.com 818-00091-000_v1.1 Antenna Systems Group X7C-880 X-Pol Antenna, 698-896 MHz, (96.0", 80°H-Beam) •Macro Cell High Gain Antenna •Broadband Radiators •Highly Reliable Fixed Tilt Design •Suitable for LTE/CDMA/UMTS/GSM •Mechanical Tilt Bracket Included ELECTRICAL SPECIFICATIONS Frequency Band, MHz 698-824 824-896 Horizontal Beam Width, 3dB points 80° Gain, dBi 16.1 Vertical Beam Width, 3dB points 7.9° Front-to-Back at 180°, dB >28 Upper Side Lobe Suppression, Typical, dB <-18 Polarization +/-45° Electrical Down Tilt, Fixed 0,2, 4, 6, 8, 10° VSWR/Return Loss, dB, Maximum 1.5:1/-14.0 Return Loss, dB Maximum, Pass Thru -17.7 Isolation Between Ports, dB, Minimum 28 Intermodulation (2x20w), IM3, dBc, Maximum -150 Impedance, ohms 50 Maximum Power Per Connector, CW 500 @ 800 MHz Available with Integrated Diplexers Reduces mainline cables Eliminates External Tower Devices Supports high band TMAs 3/27/2015 All Specifications are subject to change. Refer to www.jmawireless.com for the most current information www.jmawireless.com +1 315-431-7100 | customerservice@jmawireless.com 818-00091-000_v1.1 X7C-880 MECHANICAL SPECIFICATIONS Dimensions, Length/Width/Depth 96.0/12.5/7.1 in. (2438/318/180mm) Connector (Quantity)(2 or 4) 7-16 DIN Female Connector Torque 220-265 lbf-in (23-30 N-m) Connector Location Back or Bottom Antenna Weight 40.0 lbs (18.1 kg) Note: Weight varies slightly based on ordering options Bracket Weight 18.2 lb. (8.3 kg) Standard Bracket Kit CSS P/N 919032 ( Included ) Mechanical Down Tilt Range 0-6° Radome Material High Strength Luran, UV Stabilized, ASTM D1925 Wind Survival 150 mph (241 km/h) Front Wind Load 241.6 lbf (1074.7 N) @100mph Equivalent Flat Plate 4.81 sq-ft (c=2) @ 100mph ORDER INFORMATION MODEL DESCRIPTION X7C-880-x X-Pol antenna with two back DIN connectors X7C-880-x-IP X-Pol antenna with four back DIN connectors with integrated pass thru diplexers X7C-880-x-B X-Pol antenna with two bottom DIN connectors X7C-880-x-IP-B X-Pol antenna with four bottom DIN connectors with integrated pass thru diplexers 919049 Optional Bracket Kit, 3-Point, 6deg D-tilt, For 4.5" OD Pole x defines the electrical tilt 3/27/2015 All Specifications are subject to change. Refer to www.jmawireless.com for the most current information www.jmawireless.com +1 315-431-7100 | customerservice@jmawireless.com 818-00081-000_v1.1 Antenna Systems Group X7C-865 X-Pol Antenna, 698-896 MHz, (96.0", 65°H-Beam) •Macro Cell High Gain Antenna •Broadband Radiators •Highly Reliable Fixed Tilt Design •Suitable for LTE/CDMA/UMTS/GSM •Mechanical Tilt Bracket Included ELECTRICAL SPECIFICATIONS Frequency Band, MHz 698-824 824-896 Horizontal Beam Width, 3dB points 65° Gain, dBi 16.8 17.5 Vertical Beam Width, 3dB points 7.5° Front-to-Back at 180°, dB >28 Upper Side Lobe Suppression, Typical, dB <-18 Polarization +/-45° Electrical Down Tilt, Fixed 0,2, 4, 6, 8, 10° VSWR/Return Loss, dB, Maximum 1.5:1/-14.0 Return Loss, dB Maximum, Pass Thru -17.7 Isolation Between Ports, dB, Minimum 28 Intermodulation (2x20w), IM3, dBc, Maximum -150 Impedance, ohms 50 Maximum Power Per Connector, CW 500 @ 800 MHz Available with Integrated Diplexers Reduces mainline cables Eliminates External Tower Devices Supports high band TMAs 3/27/2015 All Specifications are subject to change. Refer to www.jmawireless.com for the most current information www.jmawireless.com +1 315-431-7100 | customerservice@jmawireless.com 818-00081-000_v1.1 X7C-865 MECHANICAL SPECIFICATIONS Dimensions, Length/Width/Depth 96.0/12.5/7.1 in. (2438/318/180mm) Connector (Quantity)(2 or 4) 7-16 DIN Female Connector Torque 220-265 lbf-in (23-30 N-m) Connector Location Back or Bottom Antenna Weight 36.6 lbs (16.6 kg) Note: Weight varies slightly based on ordering options Bracket Weight 18.2 lb. (8.3 kg) Standard Bracket Kit CSS P/N 919032 ( Included ) Mechanical Down Tilt Range 0-6° Radome Material High Strength Luran, UV Stabilized, ASTM D1925 Wind Survival 150 mph (241 km/h) Front Wind Load 241.6 lbf (1074.7 N) @100mph Equivalent Flat Plate 4.81 sq-ft (c=2) @ 100mph ORDER INFORMATION MODEL DESCRIPTION X7C-865-x X-Pol antenna with two back DIN connectors X7C-865-x-IP X-Pol antenna with four back DIN connectors with integrated pass thru diplexers X7C-865-x-B X-Pol antenna with two bottom DIN connectors X7C-865-x-IP-B X-Pol antenna with four bottom DIN connectors with integrated pass thru diplexers 919049 Optional Bracket Kit, 3-Point, 6deg D-tilt, For 4.5" OD Pole x defines the electrical tilt 3/27/2015 SHEET CONTENTS: EXIST. & PROP. PLAN VIEWS ROBERT J DAVIS, AIA ARCHITECT 9973 VALLEY VIEW RD. EDEN PRAIRIE, MN 55344 (952) 903-9299 FAX 903-9292 DESIGN PROJECT PROJECT DRAWN BY: DATE: CHECKED BY: 20130870086 47471 TOWER ST. NE PRIOR LAKE, MN 55372 GJP 8-7-14 IJO REV. 0 UEI PROJ. # 13.00670 VERIZON WIRELESS 10801 BUSH LAKE ROAD BLOOMINGTON, MN 55438 (612) 720 - 0030 B A NOTES: H S-2 TYP. E S-3 TYP. E S -3 F S - 3 T Y P . GH SHEET CONTENTS: SECTIONS AND DETAILS ROBERT J DAVIS, AIA ARCHITECT 9973 VALLEY VIEW RD. EDEN PRAIRIE, MN 55344 (952) 903-9299 FAX 903-9292 DESIGN VERIZON WIRELESS 10801 BUSH LAKE ROAD BLOOMINGTON, MN 55438 (612) 720 - 0030 B A E C F PROP. HYBRID CABLE SUPPORT AND ROUTING NOTES: NOTES: NOTES: PAINTING / GALVANIZING NOTES: PROJECT DRAWN BY: DATE: CHECKED BY: 20130870086 47471 TOWER ST. NE PRIOR LAKE, MN 55372 GJP 8-7-14 IJO REV. 0 UEI PROJ. # 13.00670 D EF SHEET CONTENTS: SECTIONS AND DETAILS ROBERT J DAVIS, AIA ARCHITECT 9973 VALLEY VIEW RD. EDEN PRAIRIE, MN 55344 (952) 903-9299 FAX 903-9292 DESIGN VERIZON WIRELESS 10801 BUSH LAKE ROAD BLOOMINGTON, MN 55438 (612) 720 - 0030 B A D C NOTES: PROJECT DRAWN BY: DATE: CHECKED BY: 20130870086 47471 TOWER ST. NE PRIOR LAKE, MN 55372 GJP 8-7-14 IJO REV. 0 UEI PROJ. # 13.00670 NOTES: SHEET CONTENTS: ROBERT J DAVIS, AIA ARCHITECT 9973 VALLEY VIEW RD. EDEN PRAIRIE, MN 55344 (952) 903-9299 FAX 903-9292 DESIGN VERIZON WIRELESS 10801 BUSH LAKE ROAD BLOOMINGTON, MN 55438 (612) 720 - 0030 PROJECT DRAWN BY: DATE: CHECKED BY: 20130870086 47471 TOWER ST. NE PRIOR LAKE, MN 55372 GJP 8-7-14 IJO REV. 0 UEI PROJ. # 13.00670 GENERAL NOTES Coating Systems for Telecommunication Equipment 09 97 15 - 1 SECTION 09 97 15 COATING SYSTEMS FOR TELECOMMUNICATION EQUIPMENT PART 1 GENERAL 1.01 SUMMARY A. Section includes painting and painting repair work associated with the installation of antennas, coaxial cables, and other common components with direct attachment to water tank facilities. 1.02 REFERENCES A. Society for Protective Coatings (SSPC): www.sspc.org 1. Volume 1: Good Painting Practice 2. Volume 2: Systems and Specifications 1.03 SUBMITTALS A. Product Data: Submit data sheet for each coating system. PART 2 PRODUCTS 2.01 MATERIALS A. Manufacturers: 1. Sherwin Williams Company www.sherwin-williams.com 2. Tnemec Company www.tnemec.com 3. X-I-M Products www.ximbonder.com PART 3 EXECUTION 3.01 EXAMINATION A. Visually evaluate surface preparation by comparison with pictorial standards of SSPC-VIS-1-89. 3.02 PREPARATION A. Remove all surface contaminants in accordance with SSPC-SP1 Solvent Cleaning. 1. Do not use hydrocarbon solvents on surfaces to be coated with water-based coatings. B. Clean and remove all rust, slag, weld splatter, weld scabs, mill scale, and loose paint. C. Protect areas adjacent to welding & or grinding operations to prevent damage of surrounding intact paint system. D. Ferrous Metal: SSPC-SP6 Commercial Blast Cleaning E. Galvanized Steel: SSPC-SP7 Brush Off Blast F. Antenna Covers, Coaxial Cable, Non-metallic Substrates and Previously Painted Surfaces: Scarify to de- gloss. SSPC-SP1 with a non-hydrocarbon solvent. G. Surface profile shall be in accordance with manufacturer’s product recommendation. H. Re-blast all surfaces: 1. Where rusting has recurred. 2. That do not meet the requirements of these specifications. 3.03 APPLICATION A. Coatings shall be applied in accordance with manufacturer’s printed instructions. Coating Systems for Telecommunication Equipment 09 97 15 - 2 B. Surfaces to be coated shall be clean, dry, and free of airborne dust and contaminants at the time of application and while film is forming. C. Finish coat shall be uniform in color and sheen without streaks, laps, runs, sags or missed areas. D. Shop Painting: Tape-off (2-inch minimum) surfaces that will be in the Heat-Affected-Zone during field welding. E. Component Painting: 1. Interior Exposed Ferrous Metal and Galvanized Steel: a. Product: Sherwin Williams Macropoxy 646 or Tnemec Series 161 1) Number of Coats: 2 2) Dry Film Thickness: 4.0–6.0 mils (per coat) 3) Color: By Owner 2. Exterior Exposed Ferrous Metal and Galvanized Steel: a. Primer: Sherwin Williams Macropoxy 646 or Tnemec Series 161 or N69 1) Number of Coats: 1 2) Dry Film Thickness: 4.0–6.0 mils 3) Color: By Owner b. Finish: Sherwin Williams Acrolon 218 or Tnemec Series 10740/10750 1) Number of Coats: 1 2) Dry Film Thickness: 2.0–3.0 mils 3) Color: By Owner 3. Antenna Covers: a. Primer: Sherwin Williams Pro-Cryl Primer 1) Number of Coats: 1 2) Dry Film Thickness: 2.0–4.0 mils b. Finish: Sherwin Williams Sher-Cryl HPA 1) Number of Coats: 1 2) Dry Film Thickness: 2.5–4.0 mils 3) Color: By Owner 4. Coaxial Cable a. Primer: X-I-M 1138 1) Number of Coats: 1 2) Dry Film Thickness: 2.0–3.0 mils b. Finish: Sherwin Williams Sher-Cryl HPA 1) Number of Coats: 1 2) Dry Film Thickness: 2.5–4.0 mils 3) Color: By Owner 3.04 REPAIR OF AREAS DAMAGED BY WELDING A. Prepare the damage by one of the two following methods as directed by the Engineer. 1. Abrasive-blast to SSPC-SP6. 2. Mechanically clean to SSPC-SP11. B. Feather edges to provide smooth coating transition. C. Apply prime coat to bare metal surface. D. Mask off rectangular area around prime coat. E. Apply finish coat. 3.05 QUALITY CONTROL A. Measure dry film thickness with a magnetic film thickness gage in accordance with SSPC-PA2. B. Visually inspect dried film for funs, sags, dry spray, overspray, embedded particles and missed areas. C. Repair defective or damaged areas in accordance with Articles 3.02 and 3.03. END OF SECTION 19 EXHIBIT D PLANS AND SPECIFICATIONS FOR EQUIPMENT SHELTER (see attached drawings) 20 EXHIBIT E UTILITY EASEMENT A strip of land for utilities over, under and across that part of the West 1/2 of the Southeast 1/4 of Section 2, Township 114 North, Range 22 West, of the Fifth Principal Meridian, Scott County, Minnesota, lying 2.50 feet each side of the following described centerline: Commencing at the previously described “Point A”; thence South 03 degrees 48 minutes 42 seconds West, a distance of 2.68 feet; thence South 86 degrees 11 minutes 18 seconds East, a distance of 2.50 feet to the POINT OF BEGINNING of the centerline to be described; thence North 03 degrees 48 minutes 42 seconds East, a distance of 21.64 feet and said centerline there terminating. The sidelines of said strip shall be lengthened or shortened to terminate on the southerly and westerly lines of the existing shelter building and lines bearing South 86 degrees 11 minutes 18 seconds East and running through the point of beginning and the point of termination. Contains 100 square feet, more or less. AND A strip of land for utilities over, under and across that part of the West 1/2 of the Southeast 1/4 of Section 2, Township 114 North, Range 22 West, of the Fifth Principal Meridian, Scott County, Minnesota, lying 2.50 feet each side of the following described centerline: Commencing at the previously described “Point B”; thence North 84 degrees 35 minutes 00 seconds West, a distance of 33.63 feet to the POINT OF BEGINNING of the centerline to be described; thence South 84 degrees 35 minutes 00 seconds East, a distance of 41.93 feet and said centerline there terminating. The sidelines of said strip shall be lengthened or shortened to terminate on the westerly line of the existing shelter building and a line bearing North 05 degrees 25 minutes 00 seconds East and running through the point of termination. Contains 210 square feet, more or less. 21 EXHIBIT F ACCESS EASEMENT A 16.50 foot easement for ingress and egress purposes, the centerline of said easement is described as follows: That part of the West ½ of the Southeast ¼ of Section 2, Township 114, Range 22, Scott County, Minnesota described as follows: Commencing at the Southeast corner of said West ½ of the Southeast ¼;thence North 00 degrees 09 minutes 15 seconds East, on an assumed bearing along the East line of said West ½ of the Southeast ¼, a distance of 440 feet; thence North 90 degrees 00 minutes 00 seconds West, along a line parallel with the south line of said West ½ of the Southeast ¼, a distance of 148.70 feet to the point of beginning of the centerline to be hereinafter described; thence North 33 degrees 23 minutes 33 seconds East a distance of 51.40 feet; thence South 90 degrees 00 minutes 00 seconds East a distance of 67.77 feet to a point to be hereinafter referred to as point A; thence North 00 degrees 00 minutes 00 seconds East a distance of 35.00 feet and said centerline there terminating. Said easement to extend by its full width from a line which bears North 90 degrees 00 minutes 00 seconds East through the point of beginning to a line which bears North 90 degrees 00 minutes 00 seconds East through the point of termination. Also a 16.50 foot easement for ingress and egress purposes, the centerline of said easement is described as follows: Commencing at the above referenced point A; thence South 20 degrees 00 minutes 00 seconds West a distance of 20.00 feet and said centerline there terminating. Said easement to extend by its full width from a line which bears South 70 degrees 00 minutes 00 seconds East through the point of beginning to a line which bears South 70 degrees 00 minutes 00 seconds East through the point of termination. 22 EXHIBIT G MEMORANDUM OF AGREEMENT THIS MEMORANDUM evidences that an Agreement was made and is hereby entered into by written Agreement effective the _____day of ____________, 20_____, between the City of Prior Lake, a Minnesota municipal corporation (“City”) and Verizon Wireless (VAW) LLC d/b/a Verizon Wireless, a Delaware limited liability company (“Communications Company”), the terms and conditions of which are incorporated herein by reference. Such Agreement provides, in part, that City, for valuable consideration, will Lease to Communications Company a part of that certain property owned by City and described in Exhibit A attached hereto and incorporated herein for a term of five (5) years commencing on the January 1, 2017, which term is subject to two additional five (5) year option term. IN WITNESS WHEREFOR, the parties have executed this Memorandum of Agreement this _____day of _____________, 20_____. CITY: COMMUNICATIONS COMPANY: CITY OF PRIOR LAKE Verizon Wireless (VAW) LLC d/b/a Verizon Wireless By: [exhibit only – not for execution] By: [exhibit only – not for execution] Its: Mayor Its:____________________________ Subscribed and sworn to before me Subscribed and sworn to before me this _____day of ___________, 20___. this ____day of _________, 20___. _____________________________ ___________________________ Signature of Notary Signature of Notary 23 EXHIBIT A TO THE MEMORANDUM OF AGREEMENT