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HomeMy WebLinkAbout2017-140 Council ResolutionCITY OF LINO LAKES RESOLUTION NO. 17-140 APPROVING SPRINT SPECTRUM L.P. LEASE AGREEMENT - WATER TOWER #1 WHEREAS, The existing lease agreement with Sprint Spectrum L.P. to operate telecommunications equipment on the water tower located at 7470 Fourth Avenue has expired; and WHEREAS, City staff along with the City Attorney has negotiated the proposed lease agreement with Sprint Spectrum; and WHEREAS, The term of the agreement is for five (5) years and will be automatically renewed for three (3) additional five-year terms unless one party provides the other party with 180 day written notice of its intention not to renew prior to the expiration of the Initial Term or any Additional Term; and WHEREAS, The rent has been increased to a monthly fee of $2,900.00. The monthly rent payment will increase by 4% of the monthly fee each year of this Agreement beginning March 1, 2018 and on each anniversary of March 1 thereafter. NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Lino Lakes hereby approves the Water Tower Lease Agreement with Sprint Spectrum L.P. for Water Tower #1. Adopted by the Lino Lakes City Council this 11th day of December, 2017. The motion for the adoption of the foregoing resolution was introduced by Council Member Kustermanand was duly seconded by Council Member Maher and upon vote being taken thereon, the following voted in favor thereof: Kusterman, Maher, Rafferty, Manthey, Reinert The following voted against same: none A Jeff Refine . . yor ATTEST: CITY COUNCIL AGENDA ITEM 5A STAFF ORIGINATOR: Rick DeGardner, Public Services Director MEETING DATE: December 11, 2017 TOPIC: Consider Resolution No. 17-140, Approving Sprint Spectrum L.P. Lease Agreement — Water Tower #1 VOTE REQUIRED: 3/5 INTRODUCTION The existing lease agreement with Sprint Spectrum L.P. to operate telecommunications equipment on the water tower located at 7470 Fourth Avenue has expired. City staff and the City Attorney have negotiated the attached lease agreement with Sprint Spectrum. The City Council is now being requested to approve this lease agreement. BACKGROUND The term of the agreement is for five (5) years. This Agreement will be automatically renewed for three (3) additional five-year terms unless one party provides the other party with 180 day written notice of its intention not to renew prior to the expiration of the Initial Term or any Additional Term. The rent has been increased to a monthly fee of $2,900.00. The monthly rent payment will increase by 4% of the monthly fee each year of this Agreement beginning March 1, 2018 and on each anniversary of March 1 thereafter. RECOMMENDATION Approve Resolution No. 17-140. ATTACHMENTS Resolution No. 17-140 Water Tower Lease Agreement WATER TOWER LEASE AGREEMENT THIS AGREEMENT effective the 14th day of March 2017 ("Effective Date"), between the City of Lino Lakes, Minnesota ("Owner"), and Sprint Spectrum L.P. ("Tenant"). WHEREAS, Owner is the owner of certain real property, located at 7470 Fourth Avenue, Lino Lakes, Minnesota, on which the Owner constructed, owns, and maintains a water tower ("water tower"); and WHEREAS, Tenant leases both interior space in, and exterior space on, the water tower; and WHEREAS, Tenant desires to continue leasing such space in order to operate Telecommunications equipment located on the water tower, as such equipment may be modified, supplemented, or replaced by Tenant from time to time. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. The Property. The water tower site owned by Owner is described in Exhibit A and is referred to as the "Tower Property". 2. The Leased Property. Owner hereby leases to Tenant for Tenant's use space on and within the water tower as shown in Exhibit B, hereinafter referred to as the "Leased Property." Tenant will have the non-exclusive right to place the Equipment, as defined in paragraph 3 below, on the Leased Property, together with the nonexclusive right of ingress and egress to the Tower Property, seven days a week, 24 hours a day, for the purposes of installation, operation, maintenance, inspection and removal of the Equipment from the Leased Property, provided Tenant must follow Owner's security procedures when entering the Tower Property and the 1 water tower, and provided that Tenant gives the Owner 24 hours notice before entering the Tower Property, except in case of emergency. In addition, Owner grants Tenant the right to run the necessary cables, conduits, and wires to the Equipment at locations selected by Owner and agreed to by Tenant. Tenant will have the right to replace the Equipment from time to time with similar and comparable equipment provided the replacement does not materially increase the Leased Property, increase loading on the water tower or interfere with other equipment on the water tower. Prior to Tenant being able to use any new or replacement Equipment on the Leased Property, on a case by case basis as determined by Owner, Tenant may have to conduct and provide to Owner an interference study and loading study which have determined that the placement of the Equipment on the Leased Property presents no significant risk of excessive loading or of interference with any other user of the water tower of having a higher priority or equal priority. Owner has the authority, at the cost to the Tenant, to hire a qualified engineering firm to review proposed installations, review structural analysis's, RF interference studies, as well as perform inspections of above mention items as directed. Such costs will be reimbursed to Owner within thirty (30) days following receipt of an invoice together with reasonable supporting documentation evidencing such costs. 3. The Equipment. Owner will allow Tenant to install, inspect, maintain, operate, and replace the following equipment on the Leased Property for use only for the providing of wireless phone service: (i) Up to six (6) panel antennas, and nine (9) Remote Radio Units (RRUs). (ii) Transmission lines, mounting and grounding hardware, which lines and equipment must be anchored and installed on the water tower in accordance with 2 good and accepted engineering practices, and which must not interfere with Owner's use of the water tower. (iii) In the event of an emergency power outage, and for the duration of such outage, Tenant may install a temporary portable generator to be located adjacent to the communications water tower. The fuel tank for the generator is self- contained (gasoline or diesel) and must be used in accordance with all applicable fire and health codes. (iv) Related support equipment for six (6) panel antennas, and nine (9) RRUs, including base station and related equipment on the raised platform in the base of the water tower. The equipment listed in this paragraph is collectively referred to as the "Equipment." 4. Equipment Installation. Owner approves the installation of the Equipment as placed on the Effective Date of this Agreement. Tenant's subsequent installation and/or maintenance of such Equipment must be done according to plans approved by Owner's engineering consultant (the "Engineer") and inspected by the Engineer or an agent selected by the Engineer, which approval will not be unreasonably withheld, conditioned or delayed. Tenant will be responsible for the cost of the inspection. Such cost will be reimbursed to Owner within thirty (30) days following receipt of an invoice together with reasonable supporting documentation evidencing such cost. Any damage done to the Leased Property, Owner's Property, and/or water tower itself by Tenant or its employees or agents, save normal wear and tear, during installation and/or during operation, must be repaired or replaced within thirty (30) days after written notification by the Engineer, at Tenant's expense, and to the Engineer's reasonable satisfaction. All work performed on the water tower must be constructed according to applicable federal, state and local 3 laws, including, but not limited to, OSHA safety rules and regulations. All materials used on the water tower will not rust or cause the water tower structure to rust. In the event of such rust, Tenant must replace rusting equipment and repair the water tower structure, as near as practicable, to its pre-rust condition. Notwithstanding the foregoing, without Owner's consent, Tenant may perform maintenance, repairs, like-kind or similar replacements of Equipment (so long as such replacements do not increase the loading on the water tower) and may make modifications within the interior of any shelters or base station equipment. Except in an emergency, no such maintenance, repairs, like-kind or similar replacements shall be commenced unless, at least 30 days prior to commencement, Tenant provides Owner with the plans and specifications detailing such work. In the event of an emergency, Tenant may commence the foregoing work immediately so long as Tenant provides the plans and specifications related thereto within 30 days following the completion of such work. 5. Additional Equipment. For any and all additional or replacement equipment not in place at the commencement of this Agreement, Tenant must provide Owner with a site plan consisting of pre-build plans and specifications and as-built drawings of the Equipment installed on the Leased Property, which show the actual location of all the Equipment. Said drawings must be accompanied by a complete detailed inventory of all equipment, personal property, and antenna facilities of Tenant. At Owner's sole discretion, lease may need to be revised upon request for additional equipment depending on the proposed scope of work. Any modifications that will increase Sprint's footprint on the tower or at the water tower site will require a lease amendment. At the Engineer's sole discretion Owner may require a third party review of the proposed equipment modifications the reasonable costs of which to be paid for by the Tenant 4 within thirty (30) days following receipt of an invoice together with reasonable supporting documentation evidencing such costs. 6. Equipment Costs. The Equipment will be owned and installed by Tenant at Tenant's cost. Any construction plans and specifications are subject to Engineer's approval, such approval not to be unreasonably withheld, conditioned or delayed. Subsequent maintenance and replacement of the Equipment will be the responsibility of and at the discretion of Tenant. 7. Term. This Agreement will be for a term of five (5) years, commencing on March 14, 2017 (the "Initial Term"). This Agreement will be automatically renewed for three (3) additional five-year terms subject to the same terms and conditions of this Agreement (each an "Additional Term"), unless one party provides the other party with 180 day written notice of its intention not to renew prior to the expiration of the Initial Term or any Additional Term. 8. Fee. Tenant will pay Owner a monthly fee of $2,900.00. The monthly rent payment will increase by 4% of the monthly fee each year of this Agreement beginning March 1, 2018 and on each anniversary of March 1 thereafter. Payment will be due and payable on the first day of each month for the term of this Agreement. If payment has not been received by Owner within fifteen (15) days of the due date, a late fee of $100 be applied. Failure to pay within thirty (30) days following receipt of written notice of such failure to pay may result in termination of this Agreement. 9. Use of the Leased Property. Tenant may use the Leased Property for the limited purpose of constructing, maintaining, and operating equipment to provide Telecommunication services and uses incidental thereto. All improvements will be at Tenant's expense. Tenant must maintain the Leased Property in reasonable condition and in a manner not causing any damage to Owner's Property or equipment. 5 10. Termination. Tenant's installation, operation and maintenance of its Equipment must not damage or interfere in any way with Owner's operations or related repair and maintenance activities. Tenant agrees to cease all such actions which materially interfere with Owner's use of the water tower promptly upon receipt of notice of such interference, provided, however, in such case, Tenant will have the right to terminate this Agreement. Owner, at all times during this Agreement, reserves the right to take any action it deems necessary, in its sole discretion, to repair, maintain, alter or improve the Leased Property in connection with operations as may be necessary, provided, Owner must comply with its maintenance obligations stated in paragraph 12 below. Owner agrees to give reasonable advance notice of any such activities to the Tenant and to reasonably cooperate with Tenant to carry out such activities with a minimum amount of interference with Tenant's Equipment. Notwithstanding any provision contained in this Agreement to the contrary, Tenant may, in Tenant's sole and absolute discretion and at any time and for any or no reason, terminate this Agreement without further liability by delivering written notice to Owner at least 180 days before termination. 11. Priority. Owner established a priority of users of its property in case there are conflicts between the radio or telecommunication uses on the Property. Priority will be given in the following descending order: (a) City of Lino Lakes; and (b) Entities providing licensed or unlicensed commercial wireless telecommunication services, including cellular, personal communication services (PCS), specialized mobilized radio (SMR), or enhanced specialized mobilized radio (ESMR), paging, and wireless Internet, and similar services that are marketed to the general public. 6 Before placement of additional equipment after the initial installation, Tenant must provide an interference study acceptable to Owner, indicating that Tenant's intended use will not interfere with any user having a higher priority as set forth above, or with any existing user having an equal priority with the Tenant on the water tower. Owner in no way guarantees to Tenant subsequent noninterference with Tenant's Equipment by Owner; provided, however, that in the event any third party, except a higher priority user, requests permission to place any type of additional antenna or Equipment on the water tower, Owner will ensure that the procedures of this paragraph 11 will govern to determine whether such antenna or equipment will interfere with Tenant's operations. In the event that such interference occurs, Tenant has a right to terminate this Agreement at any time. If Owner receives a request from any entity having the same or lesser priority than Tenant to use the Leased Property for communication purposes (the "Requestor"), Owner will submit the Requester's proposal, complete with all technical specifications reasonably requested by Tenant, to Tenant for review for noninterference. Tenant will have thirty (30) days following receipt of said proposal to make any objections thereto, and failure to make any objection within said thirty (30) day period will be deemed consent by Tenant to the installation of antennas or equipment pursuant to said proposal. If Tenant gives notice of objection due to concerns of interference during such thirty (30) day period, then Owner will not proceed with such proposal. The Requester will be responsible for the expenses incurred in any independent validation of Tenant's interference objections; provided, however, should the independent analysis conclude that Tenant's interference objections are invalid, Tenant will be responsible for any independent validation fees. A higher priority user may be allowed to place antenna or other communications facilities on the water tower regardless of potential or actual interference with Tenant's use. 7 Tenant's use and operation of its facilities must not interfere with the use and operation of other communication facilities on the water tower which have a higher priority use or which preexisted Tenant's Equipment. 12. Condition of Water Tower and Property. Owner intends to continue the use of the Property as a water tower for an indefinite period of time. During the term of this Agreement, Owner will keep the water tower in good repair as required by all applicable laws, rules and regulations. Owner will also comply with all rules and regulations enforced by the Federal Communications Commission with regard to the lighting, marking and painting of towers. If Owner fails to make such repairs, including maintenance, the Tenant may make the repairs and the costs thereof will be payable to the Tenant by Owner. Such costs will be reimbursed to Tenant within thirty (30) days following receipt of an invoice together with reasonable supporting documentation evidencing such costs. 13. Discontinued Communication Equipment Space. In the event Owner discontinues to offer communication equipment space on the water tower at this location for any reason, as may be determined by Owner in its sole discretion, Owner will have the right to terminate this Agreement by giving notice thereof to Tenant in writing by certified mail, return receipt requested, and such notice will be effective twelve (12) months after receipt of such notice by Tenant as evidenced by the return receipt. Tenant understands and agrees that the water tower and the Leased Property may, from time to time, require repair and/or maintenance, including painting. Upon notification by Owner, Tenant will be responsible and agrees to provide adequate measures to cover its personal property or Equipment, and protect such from paint and debris fallout or damage which may occur during the paint restoration, repair, or maintenance process. In addition, any additional expenses of repainting, repairing, or maintaining Owner's property 8 caused by Tenant's Equipment must be paid promptly by Tenant to Owner upon Owner's notice to Tenant of an invoice together with reasonable supporting documentation evidencing such additional costs. In addition, if deemed necessary by Owner, Tenant will temporarily remove its Equipment at Tenant's cost upon reasonable notice to allow necessary maintenance, repair, repainting, reconditioning, restoration, or other activity as required by Owner. Except in the case of an emergency, Owner will give Tenant at least thirty (30) days' notice of repair, repainting, or restoration. In case of emergency, Owner may remove Tenant's Equipment, but must notify Tenant by telephone within a reasonable time. An "emergency" will be deemed to exist only in those situations which constitute an immediate threat to the health or safety of the public. Tenant agrees that Owner will not be responsible to Tenant for temporary cessation of use pursuant to this paragraph, provided that rentals due hereunder will be suspended during any cessation of use. During any such removal or powering down of Tenant's Equipment, Tenant may install and operate a mobile communications facility, or "COW", on the Tower Property. Tenant will remove the COW within seventy-two (72) hours after Tenant recommences commercial operation of its Equipment on the water tower. 14. Liability and Indemnity. Tenant will indemnify and hold Owner harmless against any claim of liability or loss from personal injury or property damage resulting from or arising out of the use and occupancy of the Leased Property by Tenant. To the extent allowed by law, Owner will indemnify and hold Tenant harmless against any claim of liability or loss from personal injury or property damage resulting from or arising out of the use and occupancy of the Leased Property by Owner. Tenant shall maintain commercial general liability insurance on the property with minimum limits of $1,000,000 each occurrence and $2,000,000 aggregate. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement. The 9 Tenant shall maintain business automobile liability insurance or equivalent form with a limit of not less than $1,000,000 each accident. Such insurance shall include coverage for owned, hired, and non-owned automobiles. The Tenant shall maintain umbrella liability insurance with a limit not less than $1,000,000 each accident. The Tenant must also maintain workers' compensation insurance with statutory limits and employer's liability insurance with limits of not less than $1,000,000 each accident. The Tenant must furnish Owner with properly executed certificates of insurance naming Owner as an additional insured, which will clearly evidence all insurance required. 15. Hazardous Substances. To the extent allowed by law, Owner will defend, hold Tenant harmless and indemnify Tenant against and from any damage, loss, expenses or liability resulting from the discovery by any person of hazardous substances generated, stored, disposed of or transported to or over the Leased Property by Tenant, its agents, employees, or contractors, as long as such substance was not stored, disposed of, or transported to or over the Leased Property by Tenant, its agents, contractors, employees, or invitees. Tenant will be responsible for any and all damages, losses, and expenses and will indemnify and defend Owner against and from any discovery by any persons of such hazardous wastes generated, stored or disposed of as a result of Tenant's Equipment during the term of this Agreement. 16. Release. Owner and Tenant, and all parties claiming under them, hereby mutually release and discharge each other from all claims, liabilities and rights of action arising from or caused by any hazard covered by property insurance required to be carried hereunder, or covered by property insurance actually carried, regardless of the cause of the damage or loss but limited to the extent payment is made by the insurer. This release will not apply if it would have the 10 effect, but only to the extent of such effect, of invalidating any insurance coverage of Owner or Tenant. 17. Utilities. Tenant will be responsible for its pro rata share of the installation and payment of all utilities required by its use of the Leased Property, including electric service, and Tenant assumes all risks of power failure or insufficient power. In the event of a loss of power to the site, Tenant may install and operate an emergency backup generator at the Tower Property. Tenant will remove such generator within seventy-two (72) hours after power is restored to the Equipment. 18. Encumbrances on the Equipment. The Equipment and any new and replaced equipment will at all times remain the sole exclusive property of Tenant. Owner will not take any action that would result in any claims, charges, levies, liens, or encumbrances on or against the Equipment. 19. Condition of Leased Property. Tenant, upon termination of this Agreement, will, within a reasonable period not to exceed sixty (60) days, remove its personal property and fixtures and restore the Leased Property to its original condition, reasonable wear and tear excepted. If such time for removal causes Tenant to remain on the Leased Property after termination of this Agreement, Tenant will pay rent at the monthly rate of $1,500, until such time as the removal of personal property and fixtures is completed. 20. Sale of Leased Property. Should Owner, at any time during the term of this Agreement, decide to sell all or any part of the Leased Property to a purchaser other than Tenant, such sale will be under and subject to this Agreement and Tenant's right hereunder, and any sale by Owner of the portion of Owner's property underlying any and all rights-of-way and easements 11 for ingress, egress and utilities herein granted will be under and subject to the right of the Tenant in and to such rights-of-way and easement. 21. Enjoyment of Leased Property. Owner covenants that Tenant, on paying the fee and performing the covenants by it herein made, will and may peacefully and quietly have, hold, and enjoy the Leased Property in accordance with the term of this Agreement. 22. Title to Leased Property. Owner covenants that Owner is seized of good and sufficient title and interest in the Leased Property and has full authority to enter into and execute this Agreement. Owner further covenants that there are no other liens, judgments, or impediments of title on the Leased Property. 23. Warranties. Owner covenants, warrants, and represents to Tenant and Tenant's successors and assigns that: (a) To the best of Owner's knowledge, Tenant's contemplated use of the Leased Property is not prohibited by or in violation of any zoning or other municipal laws, ordinances, rules or regulations, or any restrictions contained in any deed, Lease, or other instrument relating to the Leased Property. (b) To the best of Owner's knowledge, all improvements on the Leased Property, including but not limited to equipment shelters and/or the tower have been constructed and maintained in conformance with all applicable laws, rules, and regulations. (c) To the best of Owner's knowledge, Owner (insofar as the Leased Property is concerned) is not in violation of any applicable federal, state, county or local law, ordinance, regulation, statute, consent decree or order or any other requirement of any governmental, regulatory or administrative agency relating to, which imposes 12 liability for, or which establishes standards of conduct concerning, the preservation of environmentally sensitive areas or the manufacture, processing, generation, distribution, use, treatment, storage, discharge, emission, release, disposal, clean-up, transport or handling of pollutants, contaminants or hazardous or toxic wastes, substances or materials. 24. Title Insurance. Tenant, at Tenant's option, may obtain title insurance on the Leased Property, and Owner's Property. Owner, at Tenant's expense, agrees to cooperate with Tenant's efforts to obtain a title insurance policy by executing documents or obtaining requested documentation as required by the title insurance company. 25. Waiver and Consent. Owner will, from time to time, within ten (10) days of any request by Tenant, execute "Owner's Waiver(s) and Consent(s)" in form satisfactory to and in favor of Tenant's lender(s), if in accordance with the terms of this Agreement. Said waivers and consents will include, but not be limited to, permitting Tenant to grant lender(s) a lien on and security interest in Tenant's leasehold interests and leasehold mortgage and other similar agreements in favor of lender. Any such lien will not be superior to the interest of Owner in the Tower Property or the Leased Property. 26. Tenant Default. Notwithstanding anything in this Agreement to the contrary, Tenant will not be in default under this Agreement until thirty (30) days after receipt of written notice from Owner specifying Tenant's failure to comply with any material provision of this Agreement, which failure is not cured within said thirty (30) days; provided, however, where such default cannot reasonably be cured within thirty (30) days, Tenant will not be deemed to be in default under this Agreement if Tenant commences to cure such default within said thirty (30) days and thereafter diligently pursues such cure to completion. 13 In the event of Tenant's default in the payment of rentals or in Tenant's failure to comply with any other material provision of this Agreement beyond all applicable notice and cure periods, Owner may, at its option, terminate this Agreement without affecting its right to sue for all past due rentals and any other damages to which Owner may be entitled. 27. Owner Default. In the event of Owner's failure to comply with any material provisions of this Agreement, which failure is not cured within thirty (30) days after receipt of written notice thereof from Tenant (provided, however, where any such default cannot reasonably be cured within thirty (30) days, Owner will not be deemed to be in default under this Agreement if Owner commences to cure such default within said thirty (30) days and thereafter diligently pursues such cure to completion). Tenant may, at its option, cure the failure at Owner's expense (which expense, in Tenant's discretion, may be deducted from rent) or terminate this Agreement without affecting its right to demand, sue for, and collect all of its damages arising out of Owner's said failure to comply. 28. Modification. It is hereby mutually agreed and understood that this Agreement, contains all agreements, promises, and understandings between Owner and Tenant on leasing of space on the water tower, that no verbal or oral agreement, promises, or understandings will be binding upon either Owner or Tenant in any dispute, controversy, or proceeding at law, and any addition, variation, or modification to this Agreement will be void and ineffective unless in writing and signed by the parties hereto. 29. Interpretation. This Agreement, together with any subsequent amendments, constitutes the entire agreement between the parties regarding the matters described in this Agreement, and this Agreement supersedes any previous oral or written agreements between the parties. This Agreement will not be construed or interpreted against either party based on a 14 claim that the party drafted a provision. Both parties participated in drafting and revising this Agreement. 30. Governing Law. This Agreement and the performance thereof will be governed, interpreted, construed, and regulated by the laws of the State of Minnesota. 31. Notice. All notices hereunder must be in writing and will be deemed validly given if sent by certified mail, return receipt requested, addressed as follows (or any other address that the party to be notified may have designated to the sender by like notice): If to Tenant: Sprint Property Services Sprint Site ID: MS03XC131 Mailstop KSOPHT0101-Z2650 6391 Sprint Parkway Overland Park, Kansas 66251-2650 With a mandatory copy to: Sprint Law Department Sprint Site ID: MS03XC131 Mailstop KSOPHT0101-Z2020 6391 Sprint Parkway Overland Park, Kansas 66251-2020 Attn.: Real Estate Attorney Telephone: If to Owner: City of Lino Lakes 600 Town Center Parkway, Lino Lakes, MN 55014 15 Attn: Public Services Director Telephone: 651-982-2444 32. Binding Effect. This Agreement will extend to and bind the heirs, personal representatives, successors, and assigns of the parties hereto. 33. Assignment. None of the parties to this Agreement will transfer or assign this Agreement or any of the parties' rights or obligations under this Agreement without the express written consent of the other party; provided, however, that Tenant will have the right, without notice to or consent of Owner, to assign its rights under this Agreement in whole or in part to: (a) any entity controlling, controlled by or under common control with Tenant; (b) any entity acquiring substantially all of the assets of Tenant; or (c) any successor entity in a merger or consolidation involving Tenant. 34. Owner Equipment. This Agreement will not be construed so as to preclude additions, deletions, or modifications by Owner to Owner's own equipment at this location. No additions, deletions, or modifications to Tenant's equipment at this location may be made which, within Owner's reasonable discretion, harmfully interfere with Owner's use at its location. 35. Recording. At the request of either party, the parties will execute a written memorandum of this Agreement, which will be recorded as appropriate under the recording laws of the county and state in which the Leased Property is located. At the expiration or termination of this Agreement, Tenant will promptly execute a quit claim and/or release of any interest in the Leased Property, in recordable form, and deliver the same to Owner. 36. Severability. If any court of competent jurisdiction finds any provision or party of this Agreement is invalid, illegal, or unenforceable, that portion will be deemed severed from this Agreement, and all remaining terms and provisions of this Agreement will remain binding 16 and enforceable; however, the parties agree that this Agreement will be reformed to replace any invalid, illegal, or unenforceable provision or portion of this Agreement with an alternative provision that is enforceable and bears as close resemblance as possible to any provision determined to be invalid, illegal, or unenforceable. 37. No Waiver. Any failure by either Owner or Tenant to enforce any of the provisions of this Agreement upon any default, breach, or cause will not be deemed a waiver of any of Owner's or Tenant's rights or remedies with respect to any subsequent default, breach, or cause. 38. Headings. Headings in this Agreement are for convenience only and will not be used to interpret or construe its provisions. 39. Counterparts. This Agreement may be signed in counterparts, meaning that the Agreement is valid if signed by all parties even if the signatures of the parties appear on separate copies of the same Agreement rather than on a sign documents. 40. Prior Lease. The parties acknowledge that space at the Tower Property was previously leased between Owner and Tenant under the terms and conditions of that certain Site Lease Agreement dated January 13, 1997 (the "Prior Lease"). Owner and Tenant acknowledge and agree that the Prior Lease is terminated effective as of the Effective Date of this Lease agreement, and that thereafter, the terms and conditions of this Lease agreement shall be the sole instrument governing the leasing of space by Tenant at the Tower Property. IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals the day and year first above written. Owner: City of Lino Lakes 17 By: Its: Mayor By: Its: Clerk TENANT: Sprint Spectrum L.P. By: Its: 18