HomeMy WebLinkAbout2005-086 Council ResolutionCITY OF LINO LAKES, MINNESOTA
RESOLUTION NO. 05 -86
APPROVING NEW CINGULAR WIRELESS PCS, LLC
ANTENNA LEASE AGREEMENT
WHEREAS, Cingular Wireless PCS, LLC has expressed an interest in locating
the installation of antenna facilities on the city's monopole located at 1189 Main
Street; and
WHEREAS, Cingular Wireless is proposing to lease space for the installation of a
240 square foot base station at the base of the monopole. In addition, three
sectors of up to four panel antennas each will be placed on the tower; and
WHEREAS, The proposed agreement provides for an initial option fee of $700.00
for a one year period with another $700.00 option fee for an additional year.
Should Cingular Wireless exercise the option to locate their antenna facilities at
1189 Main Street, the initial term of five years will consist of an annual rate of
$19,260.00; and
WHEREAS, The agreement provides for automatic renewals of four additional
five -year terms, each with a 7 1/2 percent annual rent increase of the previous
term's annual rent.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lino
Lakes, Minnesota, that the Mayor and Clerk are hereby authorized to execute, on
behalf of the City, an agreement between the City and Cingular Wireless PCS,
LLC for the installation of antenna facilities on the city's monopole located at
1189 Main Street.
Passed by the Lino Lakes City Council this 27th day of June 2005.
ATTEST:
Ann BI a Fd City Clerk
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•STAFF ORIGINATOR:
DATE:
TOPIC:
AGENDA ITEM NO. 5A
Rick DeGardner, Public Services Director
June 27, 2005
Consideration of Resolution 05 -86, Approving New Cingular
Wireless PCS, LLC Antenna Lease Agreement
VOTE REQUIRED: Simple Majority
BACKGROUND:
Cingular Wireless PCS, LLC has expressed an interest in locating the installation of antenna facilities
on the city's monopole located at 1189 Main Street. The attached proposed agreement between
Cingular Wireless and the City has been reviewed by the city attorney. Staff is requesting council
approval of the antenna lease agreement.
Cingular Wireless is proposing to lease space for the installation of a 240 square foot base station at
the base of the monopole. In addition, three sectors of up to four panel antennas each will be placed
on the tower.
The proposed agreement provides for an initial option fee of $700.00 for a one year period with
another $700.00 option fee for an additional year. Should Cingular Wireless exercise the option to
*locate their antenna facilities, the initial term of five years will consist of an annual rate of $19,260.00.
The agreement provides for automatic renewals of four additional five -year terms, each with a 7 1/2
percent annual rent increase of the previous term's annual rent.
OPTIONS:
1. Approve Resolution 05 -86, Approving New Cingular Wireless PCS, LLC Antenna Lease
Agreement.
2. Do not approve Resolution 05 -86.
3. Return to staff.
RECOMMENDATION:
Option 1.
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•Market: Minnesota
Cell Site Number: MPLSMN 1130
Cell Site Name: Hwv 14 & 23
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OPTION AND STRUCTURE LEASE AGREEMENT
THIS OPTION AND LEASE AGREEMENT ( "Agreement "), dated as of the latter of the signature dates
below (the "Effective Date "), is entered into by City of Lino Lakes, a Municipal Corporation, having a mailing
address of 600 Town Center Parkway, Lino Lakes, MN 55014 -1182 (hereinafter referred to as "Landlord ")
and New Cingular Wireless PCS, LLC, having a mailing address of 6100 Atlantic Boulevard, Norcross, GA
30071 (hereinafter referred to as "Tenant ").
BACKGROUND
Landlord owns or controls that certain plot, parcel or tract of land, together with all rights and privileges
arising in connection therewith, located at 1189 Main Street, Lino Lakes, in the County of Anoka, State of
Minnesota (collectively, the "Property "). Tenant desires to use a portion of the Property in connection with its
federally licensed communications business. Landlord desires to grant to Tenant the right to use a portion of the
Property in accordance with this Agreement.
The parties agree as follows:
1. OPTION TO LEASE.
(a) Landlord grants to Tenant an option (the "Option ") to lease a portion of the Property consisting
of (i) a room/cabinet/ground area space of approximately Three Hundred Seventy Five (375) square feet
including the air space above such room/cabinet/ground space and (ii) space on the structure together with such
easements as are necessary for the antennas and initial installation as described on attached Exhibit 1
(collectively, the "Premises ").
(b) During the Option period and any extension thereof, and during the term of this Agreement, Tenant
and its agents, engineers, surveyors and other representatives will have the right to enter upon the Property to
inspect, examine, conduct soil borings, drainage testing, material sampling, radio frequency testing and other
geological or engineering tests or studies of the Property (collectively, the "Tests "), to apply for and obtain licenses,
permits, approvals, or other relief required of or deemed necessary or appropriate at Tenant's sole discretion for
its use of the Premises and include without limitation applications for zoning variances, zoning ordinances,
amendments, special use permits, and construction permits (collectively, the "Government Approvals "), initiate
the ordering and/or scheduling of necessary utilities, and otherwise to do those things on or off the Property that, in
the opinion of Tenant, are necessary in Tenant's sole discretion to determine the physical condition of the Property,
the environmental history of the Property, Landlord's title to the Property and the feasibility or suitability of the
Property for Tenant's Permitted Use, all at Tenant's expense. Tenant will not be liable to Landlord or any third
party on account of any pre - existing defect or condition on or with respect to the Property, whether or not such
defect or condition is disclosed by Tenant's inspection. Tenant will restore the Property to its condition as it existed
at the commencement of the Option Term (as defined below), reasonable wear and tear and casualty not caused by
Tenant excepted. In addition, Tenant shall indemnify, defend and hold Landlord harmless from and against any and
all injury, loss, damage or claims arising directly out of Tenant's Tests.
(c) In consideration of Landlord granting Tenant the Option, Tenant agrees to pay Landlord the sum
of Seven Hundred and No /100 Dollars ($700.00) within thirty (30) business days of the Effective Date. The
Option will be for an initial term of one (1) year commencing on the Effective Date (the "Initial Option Term ")
and may be renewed by Tenant for an additional one (1) year upon written notification to Landlord and the
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payment of an additional Seven Hundred and No /100 Dollars ($700.00) no later than ten (10) days prior to the
expiration date of the Initial Option Term.
(d) The Option may be sold, assigned or transferred at any time by Tenant to Tenant's parent
company or member if Tenant is a limited liability company or any affiliate or subsidiary of, or partner in, Tenant
or its parent company or member, or to any third party agreeing to be subject to the terms hereof. Otherwise, the
Option may not be sold, assigned or transferred without the written consent of Landlord, such consent not to be
unreasonably withheld, conditioned or delayed. Tenant will have the right to assign this Agreement or sublease
the Premises and its rights herein, in whole or in part, provided that the assignee or sublessee assumes, recognizes
and also agrees to become responsible to the Landlord for the performance of all terms and conditions of this
Agreement. Upon notification to Landlord by Tenant of any such action, Tenant will be relieved of all future
performance, liabilities and obligations under this Agreement to the extent of such assignment.
(e) During the Initial Option Term and any extension thereof, Tenant may exercise the Option by
notifying Landlord in writing. If Tenant exercises the Option then Landlord leases the Premises to the Tenant
subject to the terms and conditions of this Agreement. If Tenant does not exercise the Option during the Initial
Option Term, or any extension thereof, this Agreement will terminate and the parties will have no further liability
to each other.
(f) If during the Initial Option Term or any extension thereof, or during the term of this Agreement if
the Option is exercised, Landlord decides to subdivide, sell, or change the status of the zoning of the Premises,
Property or any of Landlord's contiguous, adjoining or surrounding property (the "Surrounding Property,"
which includes (without limitation) the remainder of the structure) or in the event of foreclosure, Landlord shall
immediately notify Tenant in writing. Any sale of the Property shall be subject to Tenant's rights under this
Agreement. Landlord agrees that during the Initial Option Term or any extension thereof, or during the Tenn of
this Agreement if the Option is exercised, Landlord shall not initiate or consent to any change in the zoning of the
Premises, Property or Surrounding Property or impose or consent to any other restriction that would prevent or
limit Tenant from using the Premises for the uses intended by Tenant as hereinafter set forth in this Agreement.
2. PERMITTED USE. Tenant may use the Premises for the transmission and reception of
communications signals and the installation, construction, maintenance, operation, repair, replacement and
upgrade of its communications fixtures and related equipment, cables, accessories and improvements, which may
include a suitable support structure, associated antennas, not to exceed twelve (12) antennas, I beams, equipment
shelters or cabinets and fencing and any other items necessary to the successful and secure use to the Premises
(collectively, the "Communication Facility "), as well as the right to test, survey and review title on the
Property; Tenant further has the right to add, modify and/or replace equipment in order to be in compliance with
any current or future federal, state or local mandated application, including, but not limited to, emergency 911
communication services, at no additional cost to Tenant or Landlord (collectively, the "Permitted Use ").
Landlord and Tenant agree that any portion of the Communication Facility that may be conceptually described on
Exhibit 1 will not be deemed to limit Tenant's Permitted Use. If Exhibit 1 includes drawings of the initial
installation of the Communication Facility, Landlord's execution of this Agreement will signify Landlord's
approval of Exhibit 1. Tenant has the right to install and operate transmission cables from the equipment shelter
or cabinet to the antennas, electric lines from the main feed to the equipment shelter or cabinet and
communication lines from the main entry point to the equipment shelter or cabinet, and to make Property
improvements, alterations, upgrades or additions appropriate for Tenant's use ( "Tenant Changes "). Tenant
Changes include the right to construct a fence around the Premises and undertake any other appropriate means to
secure the Premises. Tenant agrees to comply with all applicable governmental laws, rules, statutes and
regulations, relating to its use of the Communication Facility on the Property. Tenant has the right to modify,
supplement, replace, upgrade, expand the equipment, increase the number of antennas or relocate the
Communication Facility within the Premises at any time during the term of this Agreement. Tenant will be
allowed to make such alterations to the Property in order to accomplish Tenant's Changes or to insure that
Tenant's Communication Facility complies with all applicable federal, state or local laws, rules or regulations. In
the event Tenant desires to modify or upgrade the Communication Facility, and Tenant requires an additional
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portion of the Property (the "Additional Premises ") for such modification or upgrade, Landlord agrees to lease to
Tenant the Additional Premises, upon the same terms and conditions set forth herein, except that the Rent shall
increase, in conjunction with the lease of the Additional Premises by a reasonable amount consistent with rental
rates then charged for comparable portions of real property being in the same area. Landlord agrees to take such
actions and enter into and deliver to Tenant such documents as Tenant reasonably requests in order to effect and
memorialize the lease of the Additional Premises to Tenant.
3. TERM.
(a) The initial lease term will be five (5) years ( "Initial Term "), commencing on the effective date
of written notification by Tenant to Landlord of Tenant's exercise of the Option (the "Term Commencement
Date "). The Initial Term will terminate on the fifth (5th) annual anniversary of the Term Commencement Date.
(b) This Agreement will automatically renew for four (4) additional five (5) year term(s) (each five
(5) year term shall be defined as the "Extension Term "), upon the same terms and conditions unless the Tenant
notifies the Landlord in writing of Tenant's intention not to renew this Agreement at least sixty (60) days prior to
the expiration of the existing Term.
(c) The Initial Term, the Extension Term and any holdover term are collectively referred to as the
Term ( "Term ").
4. RENT.
(a) Commencing on the first day of the month following the date that Tenant commences
construction (the "Rent Commencement Date "), Tenant will pay the Landlord a monthly rental payment of One
Thousand Six Hundred Five and No /100 Dollars ($1605.00) ( "Rent "), at the address set forth above, on or before
the fifth (5th) day of each calendar month in advance. In partial months occurring after the Rent Commencement
Date, Rent will be prorated. The initial Rent payment will be forwarded by Tenant to Landlord within thirty (30)
days after the Rent Commencement Date.
(b) In year one (1) of each Extension Term, the monthly Rent will increase by seven and one -half
percent (7 1/2 %) over the Rent paid during the previous Term.
(c) All Rent or other charges payable under this Agreement shall be billed by Landlord within one
(1) year from the end of the calendar year in which the charges were incurred; any charges beyond such period
shall not be billed by Landlord, and shall not be payable by Tenant. The provisions of the foregoing sentence
shall survive the termination or expiration of this Agreement.
5. APPROVALS.
(a) Landlord agrees that Tenant's ability to use the Premises is contingent upon the suitability of the
Premises for Tenant's Permitted Use and Tenant's ability to obtain and maintain all Government Approvals.
Landlord authorizes Tenant to prepare, execute and file all required applications to obtain Government Approvals
for Tenant's Permitted Use under this Agreement and agrees to reasonably assist Tenant with such applications
and with obtaining and maintaining the Government Approvals.
(b) Tenant has the right to obtain a title report or commitment for a leasehold title policy from a title
insurance company of its choice and to have the Property surveyed by a surveyor of Tenant's choice. In the event
Tenant determines, in its sole discretion, due to the title report results or survey results, that the condition of the
Premises is unsatisfactory, Tenant will have the right to terminate this Agreement upon notice to Landlord.
(c) Tenant may also perform and obtain, at Tenant's sole cost and expense, soil borings, percolation
tests, engineering procedures, environmental investigation or other tests or reports on, over, and under the
Property, necessary to determine if the Tenant' s use of the Premises will be compatible with Tenant's
engineering specifications, system, design, operations or Government Approvals.
6. TERMINATION. This Agreement may be terminated, without penalty or further liability, as follows:
(a) by either party on thirty (30) days prior written notice, if the other party remains in default under
Paragraph 15 Default and Right to Cure of this Agreement after the applicable cure periods;
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•(b) by Tenant upon written notice to Landlord, if Tenant is unable to obtain, or maintain, any
required approval(s) or the issuance of a license or permit by any agency, board, court or other governmental
authority necessary for the construction or operation of the Communication Facility as now and hereafter
intended by Tenant or if Tenant determines in its sole discretion that the cost of obtaining or retaining the same is
commercially unreasonable; or
(c) by Tenant upon written notice to Landlord for any reason, at any time prior to commencement of
construction by Tenant; or
(d) by Tenant upon sixty (60) days prior written notice to Landlord for any reason, so long as Tenant
pays Landlord a termination fee equal to three (3) months Rent, at the then current rate; provided, however, that
no such termination fee will be payable on account of the termination of this Agreement by Tenant under any one
or more of Paragraphs 5(b) Approvals, 6(a) Termination, 6(b) Termination, 6(c) Termination, 8 Interference,
11(d) Environmental, 18 Severability, 19 Condemnation or 20 Casualty of this Agreement.
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7. RELOCATION OF TENANT'S PREMISES:
(a) If Landlord determines it necessary to relocate the Communication Facility, Landlord will have
the right, subject to the following provisions of' this Paragraph, and exercisable at any time after the first five (5)
years of the Initial Term, but only exercisable one time during the Term, and only after providing Tenant with not
less than twelve (12) months prior written notice, to relocate the Communication Facility, or any part thereof, to
an alternate location (the "Relocation Premises ") on Landlord's Property; provided, however, that: (a) all costs
and expenses associated with or arising out of such relocation (including, without limitation, costs associated
with any required zoning approvals and other Governmental Approvals, costs for Tests of the Relocation
Premises, etc.) shall be paid by Landlord; (b) such relocation will be performed exclusively by Tenant or its
agents; (c) such relocation will not unreasonably result in any interruption of the communications service of
Tenant on Landlord's Property; and (d) such relocation will not impair, or in any manner alter, the quality of
communications service provided by Tenant on and from Landlord's Property. Landlord will exercise its
relocation right by delivering written notice pursuant to the terms of this Agreement to Tenant. In the notice,
Landlord will identify the proposed Relocation Premises on Landlord's property to which Tenant may relocate
the Communication Facility. Landlord and Tenant hereby agree that a survey (prepared at the sole cost and
expense of Landlord) of the Relocation Premises (including the access and utility easements) will supplement
Exhibit 1 hereto and become a part hereof, and the Relocation Premises shall be considered the Premises for all
purposes hereunder.
(b) If in Tenant's reasonable judgment no suitable Relocation Premises can be found, Landlord may
not exercise its relocation right described in this Paragraph and may not relocate or cause the relocation of the
Communication Facility; provided, however, that if Landlord is exercising its relocation right described in this
Paragraph in order for Landlord to comply with then current laws, rules, regulations or orders applicable to it,
and in Tenant's reasonable judgment no suitable Relocation Premises can be found, Tenant shall have the right to
terminate this Agreement upon written notice to Landlord, without penalty or further obligation.
8. INSURANCE.
(a) Tenant will carry during the Term, at its own cost and expense, the following insurance: (i) "All
Risk" property insurance for its property's replacement cost; (ii) commercial general liability insurance with a
minimum limit of liability of $2,500,000 combined single limit for bodily injury or death/property damage arising
out of any one occurrence; and (iii) Workers' Compensation Insurance as required by law. The coverage
afforded by Tenant's commercial general liability insurance shall apply to Landlord as an additional insured, but
only with respect to Landlord's liability arising out of its interest in the Property.
(b) Tenant shall have the right to self - insure with respect to any of the above insurance requirements.
IP9. INTERFERENCE.
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410 (a) Where there are existing radio frequency user(s) on the Property, the Landlord will provide
Tenant with a list of all existing radio frequency user(s) on the Property to allow Tenant to evaluate the potential
for interference. Tenant warrants that its use of the Premises will not interfere with existing radio frequency
user(s) on the Property so disclosed by Landlord, as long as the existing radio frequency user(s) operate and
continue to operate within their respective frequencies and in accordance with all applicable laws and
regulations.
(b) Landlord will not grant, after the date of this Agreement, a lease, license or any other right to any
third party for use of the Property, if such use may in any way adversely affect or interfere with the
Communication Facility, the operations of Tenant or the rights of Tenant under this Agreement. Landlord will
notify Tenant in writing prior to granting any third party the right to install and operate communications
equipment on the Property.
(c) Landlord will not use, nor will Landlord permit its employees, tenants, licensees, invitees or
agents to use, any portion of the Property in any way which interferes with the Communication Facility, the
operations of Tenant or the rights of Tenant under this Agreement. Landlord will cause such interference to
cease within twenty -four (24) hours after receipt of notice of interference from Tenant. In the event any such
interference does not cease within the aforementioned cure period then the parties acknowledge that Tenant will
suffer irreparable injury, and therefore, Tenant will have the right, in addition to any other rights that it may have
at law or in equity, for Landlord's breach of this Agreement, to elect to enjoin such interference or to terminate
this Agreement upon notice to Landlord.
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10. INDEMNIFICATION.
(a) Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all
injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including
reasonable attorneys' fees and court costs but excluding real property or personal property taxes) arising directly
from the installation, use, maintenance, repair or removal of the Communication Facility or Tenant's breach of
any provision of this Agreement, except to the extent attributable to the negligent or intentional act or omission
of Landlord, its employees, agents or independent contractors.
(b) Landlord agrees to indemnify, defend and hold Tenant harmless from and against any and all
injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including
reasonable attorneys' fees and court costs but excluding real property or personal property taxes) arising directly
from the actions or failure to act of Landlord or its employees or agents, or Landlord's breach of any provision of
this Agreement, except to the extent attributable to the negligent or intentional act or omission of Tenant, its
employees, agents or independent contractors.
(c) Notwithstanding anything to the contrary in this Agreement, Tenant and Landlord each waives
any claims that each may have against the other with respect to consequential, incidental or special damages.
11. WARRANTIES.
(a) Tenant and Landlord each acknowledge and represent that it is duly organized, validly existing
and in good standing and has the right, power and authority to enter into this Agreement and bind itself hereto
through the party set forth as signatory for the party below.
(b) Landlord represents and warrants that: (i) Landlord solely owns the Property as a legal lot in fee
simple, or controls the Property by lease or license and solely owns the structure; (ii) the Property is not
encumbered by any liens, restrictions, mortgages, covenants, conditions, easements, leases, or any other
agreements of record or not of record, which would adversely affect Tenant's Permitted Use and enjoyment of the
Premises under this Agreement; (iii) as long as Tenant is not in default then Landlord grants to Tenant sole,
actual, quiet and peaceful use, enjoyment and possession of the Premises; (iv) Landlord's execution and
performance of this Agreement will not violate any laws, ordinances, covenants or the provisions of any
mortgage, lease or other agreement binding on the Landlord; and (v) if the Property is or becomes encumbered
by a deed to secure a debt, mortgage or other security interest, Landlord will provide promptly to Tenant a
mutually agreeable Subordination, Non - Disturbance and Attornment Agreement.
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III12. ENVIRONMENTAL.
(a) Landlord represents and warrants that the Property is free of hazardous substances as of the date
of this Agreement, and, to the best of Landlord's knowledge, the Property has never been subject to any
contamination or hazardous conditions resulting in any environmental investigation, inquiry or remediation.
Landlord and Tenant agree that each will be responsible for compliance with any and all environmental and
industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental
authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental
or industrial hygiene condition or other matters as may now or at any time hereafter be in effect, that are now or
were related to that party's activity conducted in, or on the Property.
(b) Landlord and Tenant agree to hold harmless and indemnify the other from, and to assume all
duties, responsibilities, and liabilities at the sole cost and expense of the indemnifying party for, payment of
penalties, sanctions, forfeitures, losses, costs, or damages, and for responding to any action, notice, claim, order,
summons, citation, directive, litigation, investigation or proceeding which is related to (i) the indemnifying
party's failure to comply with any environmental or industrial hygiene law, including without limitation any
regulations, guidelines, standards or policies of any governmental authorities regulating or imposing standards of
liability or standards of conduct with regard to any environmental or industrial hygiene conditions or matters as
may now or hereafter be in effect, or (ii) any environmental or industrial hygiene conditions that arise out of or
are in any way related to the condition of the Property and activities conducted by the party thereon, unless the
environmental conditions are caused by the other party.
(c) The indemnifications of this Paragraph 11 Environmental specifically include reasonable costs,
expenses and fees incurred in connection with any investigation of Property conditions or any clean-up,
remediation, removal or restoration work required by any governmental authority. The provisions of this
io Paragraph 11 Environmental will survive the expiration or termination of this Agreement.
(d) In the event Tenant becomes aware of any hazardous materials on the Property, or any
environmental or industrial hygiene condition or matter relating to the Property that, in Tenant's sole
determination, renders the condition of the Premises or Property unsuitable for Tenant's use, or if Tenant
believes that the leasing or continued leasing of the Premises would expose Tenant to undue risks of government
action, intervention or third -party liability, Tenant will have the right, in addition to any other rights it may have at
law or in equity, to terminate the Agreement upon notice to Landlord.
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13. ACCESS. At all times throughout the Term of this Agreement, and at no additional charge to Tenant,
Tenant and its employees, agents, and subcontractors, will have twenty -four (24) hour per day, seven (7) day per
week pedestrian and vehicular access to and over the Property, from an open and improved public road to the
Premises, for the installation, maintenance and operation of the Communication Facility and any utilities serving
the Premises. Landlord grants to Tenant an easement for such access and Landlord agrees to provide to Tenant
such codes, keys and other instruments necessary for such access at no additional cost to Tenant. Upon Tenant's
request, Landlord will execute a separate recordable easement evidencing this right. In the event any public
utility is unable to use the access or easement provided to Tenant then the Landlord agrees to grant additional
access or an easement either to Tenant or to the public utility, for the benefit of Tenant, at no cost to Tenant.
14. REMOVAL/RESTORATION. All portions of the Communication Facility brought onto the Property
by Tenant will be and remain Tenant's personal property and, at Tenant's option, may be removed by Tenant at
any time during the Term. Landlord covenants and agrees that no part of the Communication Facility
constructed, erected or placed on the Premises by Tenant will become, or be considered as being affixed to or a
part of, the Property, it being the specific intention of the Landlord that all improvements of every kind and
nature constructed, erected or placed by Tenant on the Premises will be and remain the property of the Tenant
and may be removed by Tenant at any time during the Term. Within one hundred twenty (120) days of the
termination of this Agreement, Tenant will remove all of Tenant's above - ground improvements and Tenant will,
to the extent reasonable, restore the Premises to its condition at the commencement of the Agreement, reasonable
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Iwear and tear and loss by casualty or other causes beyond Tenant's control excepted. Notwithstanding the
foregoing, Tenant will not be responsible for the replacement of any trees, shrubs or other vegetation, nor will
Tenant be required to remove from the Premises or the Property any foundations or underground utilities.
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15. MAINTENANCE/UTILITIES.
(a) Tenant will keep and maintain the Premises in good condition, reasonable wear and tear and
damage from the elements excepted. Landlord will maintain and repair the Property and access thereto, in good
and tenantable condition, subject to reasonable wear and tear and damage from the elements.
(b) Tenant will be responsible for paying on a monthly or quarterly basis all utilities charges for
electricity, telephone service or any other utility used or consumed by Tenant on the Premises. In the event
Tenant cannot secure its own metered electrical supply, Tenant will have the right, at its own cost and expense, to
submeter from the Landlord. When submetering is necessary and available, Landlord will read the meter on a
monthly or quarterly basis and provide Tenant with the necessary usage data in a timely manner to enable Tenant
to compute such utility charges. Failure by Landlord to perform this function will limit utility fee recovery by
Landlord to a 12 -month period. Landlord will fully cooperate with any utility company requesting an easement
over, under and across the Property in order for the utility company to provide service to the Tenant. Landlord
will not be responsible for interference with, interruption of or failure, beyond the reasonable control of
Landlord, of such services to be furnished or supplied by Landlord.
16. DEFAULT AND RIGHT TO CURE.
(a) The following will be deemed a default by Tenant and a breach of this Agreement: (i) non-
payment of Rent if such Rent remains unpaid for more than thirty (30) days after receipt of written notice from
Landlord of such failure to pay; or (ii) Tenant's failure to perform any other term or condition under this
Agreement within forty-five (45) days after receipt of written notice from Landlord specifying the failure. No
such failure, however, will be deemed to exist if Tenant has commenced to cure such default within such period
and provided that such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default
will be excused if due to causes beyond the reasonable control of Tenant. If Tenant remains in default beyond
any applicable cure period, Landlord will have the right to exercise any and all rights and remedies available to it
under law and equity.
(b) The following will be deemed a default by Landlord and a breach of this Agreement: Landlord's
failure to perform any term, condition, or breach of any warranty or covenant under this Agreement within forty -
five (45) days after receipt of written notice from Tenant specifying the failure. No such failure, however, will
be deemed to exist if Landlord has commenced to cure the default within such period and provided such efforts
are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to
causes beyond the reasonable control of Landlord. If Landlord remains in default beyond any applicable cure
period, Tenant will have the right to exercise any and all rights available to it under law and equity, including the
right to cure Landlord's default and to deduct the costs of such cure from any monies due to Landlord by Tenant.
17. ASSIGNMENT /SUBLEASE. Tenant will have the right to assign this Agreement or sublease the
Premises and its rights herein, in whole or in part, without Landlord's consent. . Tenant will have the right to
assign this Agreement or sublease the Premises and its rights herein, in whole or in part, provided that the
assignee or sublessee assumes, recognizes and also agrees to become responsible to the Landlord for the
performance of all terms and conditions of this Agreement. Upon notification to Landlord by Tenant of any such
action, Tenant will be relieved of all future performance, liabilities and obligations under this Agreement to the
extent of such assignment.
18. NOTICES. All notices, requests, demands and communications hereunder will be given by first class
certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage
prepaid, to be effective when properly sent and received, refused or returned undelivered. Notice will be
addressed to the parties as follows:
Minnesota Option Structure Lease 7
2005 Final Date: 050617
-37-
IDIf to Tenant:
c/o Cingular Wireless LLC
Attn: Network Real Estate Administration
Re: Cingular Wireless Cell Site #: MPLSMN1130; Cell Site Name: Hwy 14 & 23
6100 Atlantic Boulevard
Norcross, Georgia 30071
With a copy to: Cingular Wireless LLC
Attn.: Legal Department
Re: Cingular Wireless Cell Site #: MPLSMN1130; Cell Site Name: Hwy 14 & 23
15 E Midland Ave.
Paramus, NJ 07652
If to Landlord: City of Lino Lakes
ATTN: Public Services Director
600 Town Center Parkway
Lino Lakes, MN 55014 -1182
Either party hereto may change the place for the giving of notice to it by thirty (30) days written notice to the
other as provided herein.
19. SEVERABILITY. If any term or condition of this Agreement is found unenforceable, the remaining
terms and conditions will remain binding upon the parties as though said unenforceable provision were not
contained herein. However, if the invalid, illegal or unenforceable provision materially affects this Agreement
then the Agreement may be terminated by either party on ten (10) business days prior written notice to the other
party hereto.
20. CONDEMNATION. In the event Landlord receives notification of any condemnation proceedings
affecting the Property, Landlord will provide notice of the proceeding to Tenant within forty -eight (48) hours. If
a condemning authority takes all of the Property, or a portion sufficient, in Tenant's sole determination, to render
the Premises unsuitable for Tenant, this Agreement will terminate as of the date the title vests in the condemning
authority. The parties will each be entitled to pursue their own separate awards in the condemnation proceeds,
which for Tenant will include, where applicable, the value of its Communication Facility, moving expenses,
prepaid Rent, and business dislocation expenses, provided that any award to Tenant will not diminish Landlord's
recovery. Tenant will be entitled to reimbursement for any prepaid Rent on a prorata basis.
21. CASUALTY. Landlord will provide notice to Tenant of any casualty affecting the Property within
forty-eight (48) hours of the casualty. If any part of the Communication Facility or Property is damaged by fire
or other casualty so as to render the Premises unsuitable, in Tenant's sole determination, then Tenant may
terminate this Agreement by providing written notice to the Landlord, which termination will be effective as of
the date of such damage or destruction. Upon such termination, Tenant will be entitled to collect all insurance
proceeds payable to Tenant on account thereof and to be reimbursed for any prepaid Rent on a prorata basis. If
notice of termination is given, or if Landlord or Tenant undertake to rebuild the Communications Facility,
Landlord agrees to use its reasonable efforts to permit Tenant to place temporary transmission and reception
facilities on the Property at no additional Rent until such time as Tenant is able to secure a replacement
transmission location or the reconstruction of the Communication Facility is completed.
Minnesota Option Structure Lease
2005 Final Date: 050617
- 3 8 -
8
22. WAIVER OF LANDLORD'S LIENS. Landlord waives any and all lien rights it may have, statutory or
otherwise, concerning the Communication Facility or any portion thereof. The Communication Facility shall be
deemed personal property for purposes of this Agreement, regardless of whether any portion is deemed real or
personal property under applicable law, and Landlord consents to Tenant's right to remove all or any portion of the
Communication Facility from time to time in Tenant's sole discretion and without Landlord's consent.
23. TAXES.
(a) Tenant shall be solely responsible for and shall timely pay all personal property taxes levied and
assessed against it or its personal property. Tenant shall reimburse the Landlord for Tenant's proportionate share of
the real estate taxes, upon timely receipt of a copy of the tax bill and request for reimbursement from the Landlord.
For purposes herein, Tenant's proportionate share shall be determined based upon the square footage of the
Premises (excluding therefrom any unassessed square footage used by Tenant, e.g., the rooftop) relative to
Landlord's entire parcel of real estate (using, in the case of building space, the net usable square footage of the
building, and in the case of leased land, the unimproved portion of Landlord's real estate (including parking areas)).
At the request of either party, the other shall provide evidence of payment of taxes.
(b) Tenant shall have the right to contest all taxes, assessments, charges and impositions assessed
against its personal property or improvements, and Landlord agrees to join in such contest, if required by law, and to
permit the Tenant to proceed with the contest in Landlord's name, provided that the expense of the contest is borne
by Tenant. If the Landlord initiates an action to contest taxes or other items, Tenant may join in such action
provided that Tenant pays its own expenses of so participating. Landlord shall, within fourteen (14) days of receipt
of notice of any increase in taxes, assessments or other charges, send a copy of such notice by certified mail, return
receipt requested, to Tenant. If Landlord fails to give Tenant such notice as set forth above, Landlord will be
responsible for payment of any increases and Tenant shall have the option to pay the same and deduct such payment
from Rent or any other sums next due.
24. SALE OF PROPERTY. If Landlord, at any time during the Term of this Agreement, decides to sell,
subdivide or rezone any of the Premises, all or any part of the Property or Surrounding Property, to a purchaser
other than Tenant, Landlord shall promptly notify Tenant in writing, and such sale, subdivision or rezoning shall
be subject to this Agreement and Tenant's rights hereunder. Landlord agrees not to sell, lease or use any areas of
the Property or Surrounding Property for the installation, operation or maintenance of other wireless
communications facilities if such installation, operation or maintenance would interfere with Tenant's Permitted
Use or communications equipment as determined by radio propagation tests performed by Tenant in its sole
discretion, any such testing to be at the expense of Landlord or Landlord's prospective purchaser, and not Tenant.
If the radio frequency propagation tests demonstrate levels of interference unacceptable to Tenant, Landlord shall
be prohibited from selling, leasing or using any areas of the Property or the Surrounding Property for purposes of
any installation, operation or maintenance of any other wireless communications facility or equipment. Landlord
shall not be prohibited from the selling, leasing or use of any of the Property or the Surrounding Property for non-
wireless communication use. In the event the Property is transferred, the new landlord shall have a duty at the
time of such transfer to provide Tenant with a completed IRS Form W -9, or its equivalent, and other related
paper work to effect a transfer in Rent to the new landlord. The provisions of this Paragraph 23 shall in no way
limit or impair the obligations of Landlord under Paragraph 8 above.
25. MISCELLANEOUS.
(a) Amendment/Waiver. This Agreement cannot be amended, modified or revised unless done in
writing and signed by an authorized agent of the Landlord and an authorized agent of the Tenant. No provision
may be waived except in a writing signed by both parties.
(b) Memorandum /Short Form Lease. Either party will, at any time upon fifteen (15) business
days prior written notice from the other, execute, acknowledge and deliver to the other a recordable
Memorandum or Short Form of Lease. Either party may record this Memorandum or Short Form of Lease at any
time, in its absolute discretion.
Minnesota Option Structure Lease
2005 9 Final Date: 050617
-39-
(c) Bind and Benefit. The terms and conditions contained in this Agreement will run with the
Property and bind and inure to the benefit of the parties, their respective heirs, executors, administrators,
successors and assigns.
(d) Entire Agreement. This Agreement and the exhibits attached hereto, all being a part hereof,
constitute the entire agreement of the parties hereto and will supersede all prior offers, negotiations and
agreements with respect to the subject matter of this Agreement.
(e) Governing Law. This Agreement will be governed by the laws of the state in which the
Premises are located, without regard to conflicts of law.
(f) Interpretation. Unless otherwise specified, the following rules of construction and
interpretation apply: (i) captions are for convenience and reference only and in no way define or limit the
construction of the terms and conditions hereof; (ii) use of the term "including" will be interpreted to mean
"including but not limited to "; (iii) whenever a party's consent is required under this Agreement, except as
otherwise stated in the Agreement or as same may be duplicative, such consent will not be unreasonably
withheld, conditioned or delayed; (iv) exhibits are an integral part of the Agreement and are incorporated by
reference into this Agreement; (v) use of the terms "termination" or " expiration" are interchangeable; and (vi)
reference to a default will take into consideration any applicable notice, grace and cure periods.
(g) Estoppel. Either party will, at any time upon twenty (20) business days prior written notice from
the other, execute, acknowledge and deliver to the other a statement in writing (i) certifying that this Agreement
is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying
this Agreement, as so modified, is in full force and effect) and the date to which the Rent and other charges are
paid in advance, if any, and (ii) acknowledging that there are not, to such party's knowledge, any uncured
defaults on the part of the other party hereunder, or specifying such defaults if any are claimed. Any such
statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises. The
•requested party's failure to deliver such a statement within such time will be conclusively relied upon by the
requesting party that (i) this Agreement is in full force and effect, without modification except as may be
properly represented by the requesting party, (ii) there are no uncured defaults in either party's performance, and
(iii) no more than one month' s Rent has been paid in advance.
(h) W -9. Landlord agrees to provide Tenant with a completed IRS Form W -9, or its equivalent,
upon execution of this Agreement and at such other times as may be reasonably requested by Tenant.
(i) No Electronic Signature/No Option. The submission of this Agreement to any party for
examination or consideration does not constitute an offer, reservation of or option for the Premises based on the
terms set forth herein. This Agreement will become effective as an Agreement only upon the handwritten legal
execution, acknowledgment and delivery hereof by Landlord and Tenant.
(i)
[SIGNATURES APPEAR ON 1HE NEXT PAGE]
Minnesota Option Structure Lease
2005 1 O Final Date: 050617
-40-
•
IN WITNESS WHEREOF, the parties have caused this Agreement to effective as of the last date written below.
WITNESSES: "LANDLORD"
Print Name:
Print Name:
Print Name:
Minnesota Option Structure Lease
2005 Final Date: 050617
- 4 1 -
Print Name: City of Lino Lakes,
a Municipal Corporation
By:
Name:
Its:
Date:
"TENANT"
NEW CINGULAR WIRELESS PCS, LLC
A Delaware limited liability company
By:
Name:
Its:
Date:
[ACKNOWLEDGMENTS APPEAR ON THE NEXT PAGE]
11
• TENANT ACKNOWLEDGMENT
•
•
STATE OF
) ss:
COUNTY OF
On the day of in the year before me, the undersigned, a notary public in and for said
state, personally appeared , personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he /she /they executed the same in his/her /their capacity(ies), and that by his/her /their
signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted,
executed the instrument.
Notary Public:
My Commission Expires:
LANDLORD ACKNOWLEDGMENT
STATE OF
) ss:
COUNTY OF )
On the day of in the year before me, the undersigned, a notary public in and for said
state, personally appeared , personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he /she /they executed the same in his/her /their capacity(ies), and that by his/her /their
signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted,
executed the instrument.
Notary Public:
My Commission Expires:
Minnesota Option Structure Lease
2005 12 Final Date: 050617
-42-
•
•
•
EXIT 1
DESCRIPTION OF PREMISES
Page 1 of
to the Agreement dated , 2005, by and between City of Lino Lakes, a Municipal
Corporation, as Landlord, and New Cingular Wireless PCS, a Delaware limited liability company as Tenant.
The Premises are described and/or depicted as follows:
Address:
Legal Description_
1189 Main Street, Lino Lakes, MN 55014 (Anoka County, Minnesota)
Property ID
Situs Address
Property Description
04 -31 -22-44 -0001
UNASSIGNED S1TUS , LINO LAKES, MN 00000 -0000
SE1 /4 OF SE1 /4 EX W 10 ACRES THEREOF EX E 233 FT OF S 468 FT OF SD 1/4,1/4 EX
RDS SUBJ TO EASE OF REC
Property ID 04 -31 -22-44 -0004
Situs Address UNASSIGNED SITUS , LINO LAKES, MN 00000 -0000
Property Description UNPLATTED CITY OF LINO LAKES THE E 233 FT OF THE S 468 FT OF SEC 4 -31 -22
ANOKA CNTY, MN
Drawing(s) to be attached (Page 2 of 2)
Notes:
1. This Exhibit may be replaced by a land survey and/or construction drawings of the Premises once received by Tenant.
2. Any setback of the Premises from the Property's boundaries shall be the distance required by the applicable governmental authorities.
3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments.
4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers and
mounting positions may vary from what is shown above.
Minnesota Option Structure Lease 13
2005 Final Date: 050617
-43-
MEMORANDUM OF LEASE
Prepared by:
Patricia Conlin
FMHC Corporation
7400 Metro Boulevard
Edina, MN 55439
Return to:
c/o Cingular Wireless LLC
6100 Atlantic Boulevard
Norcross, Georgia 30071
Attn: Network Real Estate Administration
Cell Site No.: MPLSMN1130
State: Minnesota
County: Anoka
MEMORANDUM
OF
LEASE
This Memorandum of Lease is entered into on this day of , 200_, by and between
City of Lino Lakes, a Municipal Corporation having a mailing address of 600 Town Center Parkway, Lino
Lakes, MN55014 -1182, (hereinafter referred to as "Landlord ") and New Cingular Wireless PCS, a Delaware
limited liability company, having a mailing address of 6100 Atlantic Boulevard, Norcross, GA
30071(hereinafter referred to as "Tenant ").
1. Landlord and Tenant entered into a certain Option and Lease Agreement ( "Agreement ") on the
day of , 200_, for the purpose of installing, operating and maintaining a
Minnesota Option Structure Lease
2005 Final Date: 050617
-44-
LY
• communications facility and other improvements. All of the foregoing are set forth in the
Agreement.
2. The initial lease term will be five (5) years ( "Initial Term ") commencing on the effective date of
written notification by Tenant to Landlord of Tenant's exercise of the Option, with four (4)
successive automatic five (5) year options to renew.
3. The portion of the land being leased to Tenant (the "Premises ") is described in Exhibit 1 annexed
hereto.
4. This Memorandum of Lease is not intended to amend or modify, and shall not be deemed or
construed as amending or modifying, any of the terms, conditions or provisions of the Agreement,
all of which are hereby ratified and affirmed. In the event of a conflict between the provisions of
this Memorandum of Lease and the provisions of the Agreement, the provisions of the Agreement
shall control. The Agreement shall be binding upon and inure to the benefit of the parties and their
respective heirs, successors, and assigns, subject to the provisions of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day and year
first above written.
WITNESSES: "LANDLORD"
• Print Name:
Print Name:
City of Lino Lakes, a Municipal Corporation
By:
Name:
Its:
Date:
"TENANT"
New Cingular Wireless PCS, LLC
Print Name: a Delaware limited liability company,
Print Name:
Minnesota Option Structure Lease
2005 Final Date: 050617
By:
Name:
Its:
Date:
-45-
iJ
• TENANT ACKNOWLEDGMENT
STATE OF
) ss:
COUNTY OF )
On the day of in the year before me, the undersigned, a notary public in and for said
state, personally appeared , personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he /she /they executed the same in his/her /their capacity(ies), and that by his/her /their
signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted,
executed the instrument.
Notary Public:
My Commission Expires:
LANDLORD ACKNOWLEDGMENT
STATE OF )
•) ss:
COUNTY OF )
•
On the day of in the year before me, the undersigned, a notary public in and
for said state, personally appeared , personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose names) is (are) subscribed to the within instrument and
acknowledged to me that he /she /they executed the same in his/her /their capacity(ies), and that by his/her /their
signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted,
executed the instrument.
Minnesota Option Structure Lease
2005
Notary Public:
My Commission Expires:
-46-
ID
Final Date: 050617
•
•
•
EXHIBIT 1
DESCRIPTION OF PREMISES
Page lof
to the Memorandum of Lease dated , 2005, by and between City of Lino Lakes, a
Municipal Corporation, as Landlord, and New Cingular Wireless PCS, a Delaware limited liability company as
Tenant.
The Premises are described and/or depicted as follows:
_Address:
_Legal Description:
1189 Main Street, Lino Lakes, MN 55014 (Anoka County, Minnesota)
Property ID 04 -31 -22-44 -0001
Situs Address UNASSIGNED S1TUS , LINO LAKES, MN 00000 -0000
Property Description SE1 /4 OF SE1 /4 EX W 10 ACRES THEREOF EX E 233 FT OF S 468 FT OF SD 1/4,1/4 EX
RDS SUBJ TO EASE OF REC
Property ID
Situs Address
Property Description
_Drawing(s) to be attached (Page 2 of 2)
Minnesota Option Structure Lease
2005 Final Date: 050617
04 -31 -22-44 -0004
UNASSIGNED S1TUS , LINO LAKES, MN 00000 -0000
UNPLATTED CITY OF LINO LAKES THE E 233 FT OF THE S 468 FT OF SEC 4 -31 -22
ANOKA CNTY, MN
- 4 7 -
1/
•
•
W -9 FORM
[FOLLOWS ON NEXT PAGE]
- 4 8 -
Minnesota Option Structure Lease
2005 Final Date: 050617
16
•
•
•
Forel -9
(Rev. January 2D32)
capatmtat or the Tract ry
Irtanal klawrua Sen a+
Request for Taxpayer
cation Number and Certification
Give heron to the
requester. Do not
send to the IRS.
to
w
a
u
• A
6
rr.
N
austnass name, Irettfar+ent torn above
Check approprlata box: ❑ ISole proprietor ❑ Coipaaaon ❑ Petrership ❑ Ober
❑Exempt horn backup
wlthtnldlrrg
Address (lumber, greet, and apt or suite rev.)
Ctly, state, and ZIP cad
Requester's ramie aid adiless Kernel)
Ust ar„cotrd number(s) Ire (optional)
Mari 1
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. Fcr individuals, this is your social security number (SSDj.
However, for a resident alien, sole proprietor, or disregarded .entity, see the Part 1 instructions on
page 2. Fcr tither entities, it is your employer identification number (EIN). If you do not he a number.
see How to get a TIN on page 2.
Note: if the account is in more than ono name, see the chart an page 2 for guidelines co Mese number
to enter.
U Certification
Social security number
111II- 111
or
Eml toyer ' 1 entinrat 1 n 1 m r 1
Under penalties of perjury. I certify that:
1. The number shovrn on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me)., and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding. or (b) I have not been notified by the Internal
Revenue Service 1 RS) that I am subject to backup •thholding as a result of a failure to report all interest or dividends, or (c): the IRS has
notified me that 1 am no longer subject to backup withholding, and
3. I am a U.S. person (includirg a U.S. resident alien).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are curer* subject to backup
withholding because you have failed to report all interest and divkdends on your tax return. For real estate transactions. item 2 does not apply.
For mortgage interest paid. acquisition err abandonment of secured Property, cancellation of debt, contributions to an individual retirement
arrangement ORA), and generally, payments other than interest. and dividends, you are not required to sign the Certification. but you must
Rovide your correct TIN. (Son the instructions on page 2.)
Sign Signature of
Here U.S. rson ►
Date le
Purpose of Form
A person ratio is requited to rile an information
ream with the IRS must get your correct
taxpayer identification number (11N) to report. for
example, income paid to you, reel estate
transactions mortgage interest you paid,
acquisilim or abandonment of secured property,
cancellation of debt. a contributions you made
to an IRA.
Use Form W -9 only if you are a U,S. person
Gnclud'ng a resident alien), to give your correct
TIN to the parson requesting it (the requested
and. tvl,en applicable, to:
1. Certify the TIN you are giving is correct (or
ycu are waiting for a number to be issued),
2. Certify you are not subject to backup
wid*olding, or
3. Claim exemption from backup wilttolding if
you era a U.S. exempt payee.
If you are a foreign person, use the
appropriate Form W -8. See Pub. 515,
Withhald'ng of Tax on Nonresident Aliens ord
Foreign Entities.
Note: ilea requester gives you a form other than
Form W-9 to request your T1N your gust use the
requester's form lit is substantially sinter to this
Farm W -9.
Nihau is backup withholding? Persons mating
Derain paymrxtis to you must under certain
conditions withrold and pay to the IRS 30% of
such payments after December 31. 2001 (2£
after December 31, 20013). This is called "backup
wilt holding " Payments that may be subject to
backup withholding hctxda interest, dividends.
broker and base exchange treasactions, rants
royalties. ncnemployee pay, and certain
payments front fishing boat operators. Real
estate transacti:ns are not subject to backup
with :Ming.
You will not be subject to backup wit-holding
on payments year receive if you give the
requester your correct TIN, make the paper
certifications. and report all your taxable interest
and dividends on your tax rerun.
Payments you receive will be subject. to
backup withholding elf.
1. You do not hmesh your TIN to the
requester, or
2. You do not certify your TIN when required
(seethe Pen II instructions on page 2 far
details), or
3. The IRS tells the requester that you
furnished an incorrect T1N, or
A. The IRS tells you that you are subject to
backup wBHnlding because you did not report
your iterest and dividends on your tax retum
(for reportable interest and dividends only), or
G. You do not certify to the requester tt
are not subject to backup withholding under 4
above (for reportable interest end dividend
accounts opened alter 1083 only).
Certain payees and payments are exempt
from backup withholding. See the instructions m
page 2 and the separate Instructions for the
Requester of Form W -9.
Penalties
Failure to furnish 1119 If you fail to furnish your
Doran TIN to a requester, you are subject to a
penalty of $50 for each such failure unless your
failure is due to reasonable corpse and root to
willful neglect.
Civil penalty for false information with respect .
to withholding. If you make a false statement
with no reasonable basis that results in m
backup withholding. you are subject to a WO
penalty.
Criminal penalty for falsifying information.
Willfully falsifying certifications or affirmations
may subject you to criminal penalties includig
fines and/or imprisonment.
Misuse of Ms. If the requester discbses or
uses TINS in violation cf Federal law, tow
requester may be subject to civil end criminal
penalties.
Minnesota Option Structure Lease
2005 Final Date: 050617
Cat. 113. 10231 X
-49-
14
Fran - . 1 •2002)
•
Form W -9 Rev. 1.2'002)
Specific Instructions
Name. If you are an individual, you must
generally enter the name shown on yaur
social security card. However, ifyou have
charged your last name. for instance, due to
marriage wittout informing the Social Security
Administration of the name change. ants!'
your first name, the last name shown an your
social security card, and your new last name.
If the account is in joint names, list first and
than circle the name of the person or entity
whose number you enter in Part I of the form.
Sole proprietor. Enter your individual
name as shown on your social security card
on the "Name" line. You may enter your
business, trade, or "doing business es (DBA)"
name on the "Business name" line.
Limitediability company (LLC). If you are
a single -mamba LLC (including a fcreign LLC
with a domestic owner) that is disagaded as
an entity separate from its owner under
Treasury regulations section 301.7701 -3,
enter the owner's name an the "Name'
line. Enter the LLC's name on the "Business
name" lire.
Other entities. Enter your business name
as shaven on required Federal tax documents
on the "Name" Tine. This name should match
the name shown on the charter or other legal
document creating the entity. You may enter
any business, trade, or DBA name on the
"Business name" line.
Exempt from backup wrthhcaldfr g. If you
are exempt, enter your name as described
above, then check the "Exempt from backup
withholding" box in the line following the
business name, sign and date the form.
Individuals (including sole proprietors) are
not exempt from backup withholding.
Corporations are exempt from backup
withholding for certain payments, such as
interest and dividends. For more information
on exempt payees, sea the Instructions for
the Requester of Form W -9.
If you are a nonresident alien or a foreign
entity not subject to backup withholding, give
the requester the appropriate completed
Form W -8.
Note. if you me exempt from backup
withholding you slaor8d still complete this
ktrm to avoid possible ammeorr backup
witfrlrcidng.
Part I— Taxpayer Identification
Number (TIN)
Enter your TIN in the appropriate box
If you are a resident alien and you do not
have and are not eligible to get an SSN, your
TIN is your IRS individual taxpayer
identification number (IT1N). Enter it in the
social security number box. If you do not
have an 111N, see How to get a TIN below.
If you are a sole proprietor and you have
an EIN, you may enter either your SSN or
EIN. However. the IRS prefers that you Lse
your SSN.
If you are an LLC that is disregarded as
an entity separate from its owner (see
Limited liebirity company (LLC) above). end
are owned by an individual. enter your SSN
(cr "pre -LLC" EIN, if" desked). If the owner of
e disregarded LLC is a oarperation,
partnership, etc., enter the owners EIN.
Note: See the chart on this page for Rather
cdariircatim of name and TIN combinations.
How to get a TIN. If you do not have a TIN,
apply for one immediately. To apply for an
SSN. get Foam SS-5, Application for a Social
.Security Card, from your local Social Security
Administration office. Get Farm W -7,
Minnesota Option Structure Lease
2005
PlIge
Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN, or
Form SS -4, Application fir Employer
Identification Number, to apply for an EIN.
You can get Forams W -7 and SS-4 from the
IRS by calling 1 -BOO- TAX -FORM
(1- 808 - 822 -3676j a from the IRS Web Site at
wwwars.gov.
If you are asked to complete Form W -9 but
do not have a TIN, veite "Applied For" in the
space for the TIN, sign and date the form,
and give it to the requester. For interest and
dividend payments, and certain payments
made With respect to readily tradable
instruments, generally you 'nil! have 60 days
to get a 11N and give it to the requestrter
before you are subject to backup withholding
on payments. The -day rule does not apply
to other types of payments. You will be
subject to backup withholding on all such
payments until you provide your TIN to the
requester.
Note: Writing Applied Fcr'means Mat you
have already applied for a TIN or that yeti
intend to apply for are son.
Caution= A disregarded domestic entity that
has a foreign eerier must use the appropriate
Form tV -Q
Part n-- Certification
To establish to the withholding agent that you
ere a U.S. person, or resident alien, sign Form
W -9. You may be requested to sign by the
withholding agent even if items 1, 3, and 5
below indicate otherwise.
For a joint account, only the person whose
TIN is shown in Part I should sign (when
required). Exempt recipients, see Exempt
from beckw lefthhoitdng above.
Signature requirements. Complete the
certification as indcated in'1 through 5
below.
1. Interest, dividend and barter
exchange accounts opened before 1284
and broker accounts considered active
during 1983. You must give your correct TIN,
but you do not have to sign the certification.
2. Interest, dividend, broker. and barter
exchange accounts opened after 1983 and
broker accounts considered inactive during
19113, You must sign the certification or
backup withholding will apply. If you are
subject to backup withholding and you are
nurely providing your correct TIN to the
requester, you must cross out item 2. in the
trtification before signing the form.
3. Real estate transactions. You must .
sign the certification. You may cross out
item 2 of the certification.
4. Other payments. You must give your
correct TIN, but you do not have to sign the
certification unless you have been notified
that you have prenriausly given an incorrect.
TIN. "Other payments" include paymats
made in the course of the requester's trade
or business for rents, royalties goods (other
than bills for merchandise) medical and
health care senriees l ncluding payments to
corperations), payments to a nanemployee for
services, payments to certain fishirg boat
crew members and fishermen, and gross
proceeds paid to attameys ( including
payments to corporations).
S. Mortgage interest paid by you,
acquisition or abandonment of secured
property, cancefation of debt, qualified
tuition program payments (under section
629), IRA or Archer MSA contributions or
distributions, and pension distributions.
You must give your correct TIN. but you do
not have to sign the certification.
-50-
Lu
Privacy Act Notice
Section 6109 of the Internal Revenue Code
requires you to give your correct TIN to
persons who must file information returns
with the IRS to repel interest. dividends, anc
certain other income paid to you, mortgage
interest you pad. the acquisition or
abandonment of secured property,
cancellation of debt, or contributions you
made to an IRA or Archer MSA. The IRS use
the numbers for identification purposes and
to help verify the accuracy of your tax return.
The IRS may also p-ovide this information to
the Department of Justice for civil and
criminal litigation, and to cities, states. and
the District of Columbia to carry out their tax
lees.
You must provide your TIN whether or not
you are required to file a tax ratan. Payers
must generally withhold 30% of taxable
interest. dividend, and certain other payment•
to a payee vitro does not give a TIN to a
payer. Certain penalties may also apply.
What Name and Number To
Give the Requester
Mr this type out account
Give name and SSTs of.
1. Manual
2. Two er roue
IniNdtels part
accuunq
3. Custodian acaciru et
a rnlnrr Nnrerm tan
W Miners Ace
4. a. The u r ual
revocable salmis
trust granter Is
also trustee
b. 5d -wired test
account thrt le noI
a legal a vain Met
undo' state Iaw
5. Sale prepru#orshlp
The Medial
The actual mina of the
excel 4, If cembned
Rinds, Ire Ma IRilNdi 1
on trio rx:murt 1
The rnrrx
The garter- trustee'
The actua COM '
The offer ,
for this type of account
Give panne arta MN ot:
5. Sole popN_torshlp
7. Avalti hilt, white, a
persur1 trust
5. Caparale
I. Assocenc n, club,
relgbus, 'limitable,
edur iltnal, at other
taa.exanpt
rrganlrahpn
10. Partrelsttlp
11. A Crater orregtslaed
nominee
12. Accent with the
repartnat d
. mane In the name
a public entity fstren
IS a state a 11Sa1
danmert,sehdd
tulrt, a prison) that
receives ag etitural
program payrnerts
The Darer 1
Lege ertlly a
TheCapxation
The otganlmim
The patnerelp
The bubbler a meanie
The pubic entry
'Lea mist and circa Ire name cf the person why
numter you rumen, U only ene paean an aplrt
ao:ncult Ise an SSN, ire person's unbar must be
Nmished.
'Circle the maxis name oral funerals mnar's SSN.
'YW must show your IndlvhuaI name, hut you may
aso enter yea bu5rw_Ss rr "CM' name You may use
either you SSN er ElN pf you hate OM.
Lbt ire. and adobe nacre a the legal trust, estate
tr pert_lat test (no not trash the TIN tf the personal
reResentnthe or truslm urines the legal catty liar Is
not duxJgneled In the menet tub)
Nate: if no names circled when more than
one natter is listed the number wit be
considered to be that of the fast name listed.
Final Date: 050617