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HomeMy WebLinkAboutItem 16 - Attachments 323#Cedar#Street#North# Chaska,#MN#55318# # TECHSCAPE WIRELESS IS A FULL-SERVICE SITE ACQUISITION FIRM ON BEHALF OF KGI WIRELESS June#18,#2015# Kyle#Klatt,#Planning#Director# City#of#Lake#Elmo# 3800#Laverne#Ave#N# Lake#Elmo,#MN#5504# # # Re:#Verizon#Wireless#Request#to#Lease#City#Property# Proposed#Monopole#Tower# Site#Address:#3303#Langly#Court#North,#Lake#Elmo#MN# Verizon#Site:#MIN#TICKLE# # # Dear#Mr.#Klatt,# # Please# accept# this# letter# as# an# official# request# on# behalf# of# Verizon# Wireless# to# enter# into# a# Lease# Agreement#with#the#City#of#Lake#Elmo#to#install#wireless#antennas#and#associated#ground#equipment#at# the#above#referenced#property.### # The#City#has#been#provided#with#the#following#documentation#in#order#to#review#this#request:## # • Verizon#Lease#Agreement#Template# • Preliminary#Construction#Drawings#Dated#6U18U2015# • Lease#Exhibit#Dated#5U27U2015# • Site#Sketch#Dated#2U10U2015# • Final#Survey#Dated#6U3U2015# # We#have#been#in#contact#with#City#staff#over#the#last#six#months.##On#9#February#2015#Verizon#performed# a#site#walk#with#City#staff#to#determine#equipment#configuration#and#overall#construction#feasibility#of# the#proposed#site.### # At#this#time,#we#request#inclusion#on#the#7#July#2015#City#Council#agenda#in#order#to#obtain#official# approval#from#the#City#to#engage#in#lease#negotiations.### # My#firm,#representing#KGI#and#Verizon#Wireless,#will#continue#to#be#your#pointUofUcontact#throughout# this#process#and#we#look#forward#to#working#with#the#City.# # Very#sincerely,# # # # Karyn#O’Brien,#President# kobrien@techscapewireless.com# 952.288.8130# SITE SURVEY MINC TICKLE Washington County, MN 0494A1618.000 No.Date REVISIONS By CHK APP'D SMK JMB/SMKFIELD WORK: 4/2/15 CHECKED BY:DRAWN BY: ‹2015 WIDSETH SMITH NOLTING HALF SCALE ON 11"x17" FULL SCALE ON 22"x34" SITE NAME: I HEREBY CERTIFY THAT THIS DOCUMENT WAS PREPARED BY ME OR UNDER MY DIRECT SUPERVISION AND THAT I AM A DULY LICENSED LAND SURVEYOR UNDER THE LAWS OF THE STATE OF MINNESOTA.WIDSETH SMITH NOLTING Engineering | Architecture | Surveying | Environmental SHEET 1 OF 2 SHEETS PROPERTY DESCRIPTION: 6&+('8/(³%´(;+,%,76 LAND SPACE DESCRIPTION: ACCESS & UTILITIES RIGHTS OF WAY DESCRIPTION: ć Ĉ ć Ĉ ć Ĉ ć Ĉ UTILITIES RIGHT OF WAY DESCRIPTIONS: OHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOH E OH E OH E OHE OHE OHE OHE OHE OHE OHE OHEOHEOHEOHEOHEOHEOHE OHTOHTOHTOHTOHT GAS GAS GAS GASGASGASGAS GAS UGE UGE UGEUGEUGEUG EFOCFOCUG T UGTUGTUGTUGT UGTUGTUGTUGTUGTUGTUGEOHE T W T H ACAC G G T H ETT H G W E E CHICAG O , S T . P A U L , M I N N E A P O L I S & O M A H A R A I L R O A D 33RD S T R E E T N .LANGLY COURT N.LAMPERT AVENUE N.6 2 PID= 1302921320069 CITY OF LAKE ELMO LANDSPACESEE DETAILSEE DETAIL OHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOH E OH E OH E OH E OH E OH E OH E OH E GASGASGASGASGASGASGAS GAS GAS GAS GAS GASGASUGEUGEUGEUGEUGEUGEUGEUGEUGEUG E UG E U G E U G E U G E FOC FOCUG T UG T UG T UGT UGT UGTUGTUGTUGTUGTUGTUGTUGTUGTUGEUGEUGE E T T H G W E 6 2 PID= 1302921320069 CITY OF LAKE ELMO LAND SPACE SITE SURVEY ORIENTATION OF THIS BEARING SYSTEM IS BASED ON THE WASHINGTON COUNTY COORDINATE SYSTEM NAD83 (1986) 0 SCALE ( IN FEET ) 40 80NORTH = DENOTES A FOUND IRON MONUMENT NORTHDETAIL BUILDING WALL HATCH CONCRETE SURFACE SECTION LINE QUARTER LINE RIGHT OF WAY LINE LEGEND BOUNDARY LINE MINC TICKLE Washington County, MN 0494A1618.000 No.Date REVISIONS By CHK APP'D SMK JMB/SMKFIELD WORK: 4/2/15 CHECKED BY:DRAWN BY: ‹2015 WIDSETH SMITH NOLTING HALF SCALE ON 11"x17" FULL SCALE ON 22"x34" SITE NAME: VICINITY MAP SURVEYOR NOTES: I HEREBY CERTIFY THAT THIS DOCUMENT WAS PREPARED BY ME OR UNDER MY DIRECT SUPERVISION AND THAT I AM A DULY LICENSED LAND SURVEYOR UNDER THE LAWS OF THE STATE OF MINNESOTA. 1"=600'NORTHEXISTING TOWER SITE LOT LINE E T TELE PEDESTAL ELEC METER FENCE CHAIN LINK ELEC POLE FOC UNDERGROUND FIBER FIBER/TELE HANDHOLE UGE UNDERGROUND ELEC GUY ANCHOR TREE DECIDUOUS PROPERTY LINE T H = DENOTES A FOUND SECTION CORNER MONUMENT OHE OVERHEAD ELEC GAS UNDERGROUND GAS UGT UNDERGROUND TELE WATERMAIN EDGE OF WOODS SIGN TREE CONIFEROUSHYDHYDRANT W WATER VALVE GAS VALVE ELEC LIGHT POLE CENTERLINE RAILROAD GRID NORTH GEODETIC NORTH MAGNETIC NORTH 1"=10' GRAVEL SURFACE CULVERT SHRUB G G GAS METER GATE POST GUARD POST MAILBOX GUY POLE AC AC UNIT WIDSETH SMITH NOLTING Engineering | Architecture | Surveying | Environmental SHEET 2 OF 2 SHEETS SITE SURVEY MINC TICKLE Washington County, MN 0494A1618.000 No.Date REVISIONS By CHK APP'D SMK JMB/SMKFIELD WORK: 4/2/15 CHECKED BY:DRAWN BY: ‹2015 WIDSETH SMITH NOLTING HALF SCALE ON 11"x17" FULL SCALE ON 22"x34" SITE NAME: I HEREBY CERTIFY THAT THIS DOCUMENT WAS PREPARED BY ME OR UNDER MY DIRECT SUPERVISION AND THAT I AM A DULY LICENSED LAND SURVEYOR UNDER THE LAWS OF THE STATE OF MINNESOTA.WIDSETH SMITH NOLTING Engineering | Architecture | Surveying | Environmental SHEET 1 OF 2 SHEETS PROPERTY DESCRIPTION: 6&+('8/(³%´(;+,%,76 LAND SPACE DESCRIPTION: ACCESS & UTILITIES RIGHTS OF WAY DESCRIPTION: ć Ĉ ć Ĉ ć Ĉ ć Ĉ UTILITIES RIGHT OF WAY DESCRIPTIONS: OHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOH E OH E OH E OHE OHE OHE OHE OHE OHE OHE OHEOHEOHEOHEOHEOHEOHE OHTOHTOHTOHTOHT GAS GAS GAS GASGASGASGAS GAS UGE UGE UGEUGEUGEUG EFOCFOCUG T UGTUGTUGTUGT UGTUGTUGTUGTUGTUGTUGEOHE T W T H ACAC G G T H ETT H G W E E CHICAG O , S T . P A U L , M I N N E A P O L I S & O M A H A R A I L R O A D 33RD S T R E E T N .LANGLY COURT N.LAMPERT AVENUE N.6 2 PID= 1302921320069 CITY OF LAKE ELMO LANDSPACESEE DETAILSEE DETAIL OHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOH E OH E OH E OH E OH E OH E OH E OH E GASGASGASGASGASGASGAS GAS GAS GAS GAS GASGASUGEUGEUGEUGEUGEUGEUGEUGEUGEUG E UG E U G E U G E U G E FOC FOCUG T UG T UG T UGT UGT UGTUGTUGTUGTUGTUGTUGTUGTUGTUGEUGEUGE E T T H G W E 6 2 PID= 1302921320069 CITY OF LAKE ELMO LAND SPACE SITE SURVEY ORIENTATION OF THIS BEARING SYSTEM IS BASED ON THE WASHINGTON COUNTY COORDINATE SYSTEM NAD83 (1986) 0 SCALE ( IN FEET ) 40 80NORTH = DENOTES A FOUND IRON MONUMENT NORTHDETAIL BUILDING WALL HATCH CONCRETE SURFACE SECTION LINE QUARTER LINE RIGHT OF WAY LINE LEGEND BOUNDARY LINE MINC TICKLE Washington County, MN 0494A1618.000 No.Date REVISIONS By CHK APP'D SMK JMB/SMKFIELD WORK: 4/2/15 CHECKED BY:DRAWN BY: ‹2015 WIDSETH SMITH NOLTING HALF SCALE ON 11"x17" FULL SCALE ON 22"x34" SITE NAME: VICINITY MAP SURVEYOR NOTES: I HEREBY CERTIFY THAT THIS DOCUMENT WAS PREPARED BY ME OR UNDER MY DIRECT SUPERVISION AND THAT I AM A DULY LICENSED LAND SURVEYOR UNDER THE LAWS OF THE STATE OF MINNESOTA. 1"=600'NORTHEXISTING TOWER SITE LOT LINE E T TELE PEDESTAL ELEC METER FENCE CHAIN LINK ELEC POLE FOC UNDERGROUND FIBER FIBER/TELE HANDHOLE UGE UNDERGROUND ELEC GUY ANCHOR TREE DECIDUOUS PROPERTY LINE T H = DENOTES A FOUND SECTION CORNER MONUMENT OHE OVERHEAD ELEC GAS UNDERGROUND GAS UGT UNDERGROUND TELE WATERMAIN EDGE OF WOODS SIGN TREE CONIFEROUSHYDHYDRANT W WATER VALVE GAS VALVE ELEC LIGHT POLE CENTERLINE RAILROAD GRID NORTH GEODETIC NORTH MAGNETIC NORTH 1"=10' GRAVEL SURFACE CULVERT SHRUB G G GAS METER GATE POST GUARD POST MAILBOX GUY POLE AC AC UNIT WIDSETH SMITH NOLTING Engineering | Architecture | Surveying | Environmental SHEET 2 OF 2 SHEETS SITE NAME: SITE NUMBER: ATTY/DATE LAND LEASE AGREEMENT This Agreement, made this day of , 20 between with its principal offices located at , hereinafter designated LESSOR and d/b/a Verizon Wireless, with its principal office located at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 (telephone number 866-862-4404), hereinafter designated LESSEE. The LESSOR and LESSEE are at times collectively referred to hereinafter as the “Parties” or individually as the “Party”. 1. PREMISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of property (the entirety of LESSOR’s property is referred to hereinafter as the Property), located at [ADDRESS]____________, [MUNICIPALITY]___________, [COUNTY] _____________[STATE]______________, and being described as a ' by ' parcel containing square feet (the “Land Space”), together with the non-exclusive right (the “Rights of Way”) for ingress and egress, seven (7) days a week twenty-four (24) hours a day, on foot or motor vehicle, including trucks over or along a ( ') foot wide right-of-way extending from the nearest public right-of-way, ,to the Land Space, and for the installation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or along one or more rights of way from the Land Space, said Land Space and Rights of Way (hereinafter collectively referred to as the “Premises”) being substantially as described herein in Exhibit "A" attached hereto and made a part hereof. The Property is also shown on the Tax Map of the City of as Block , Lot and is further described in Deed Book at Page as recorded in the Office of . In the event any public utility is unable to use the Rights of Way, the LESSOR hereby agrees to grant an additional right-of-way either to the LESSEE or to the public utility at no cost to the LESSEE. 2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property and the Premises, and said survey shall then become Exhibit "B" which shall be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit "A". Cost for such work shall be borne by the LESSEE. 3. TERM; RENTAL. a. This Agreement shall be effective as of the date of execution by both Parties, provided, however, the initial term shall be for five (5) years and shall commence on the Commencement Date (as hereinafter defined) at which time rental payments shall commence and be due at a total annual rental of Dollars ($ ) to be paid in equal monthly installments on the first day of the month, in advance, to or to such other person, firm or place as LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date by notice given in accordance with Paragraph 23 below. The Agreement shall commence based upon the date LESSEE commences installation of the equipment on the Premises. In the event the date of commencing installation of equipment is determinative and such date falls between the 1st and 15th of the month, the Agreement shall 2 commence on the 1st of that month and if such date falls between the 16th and 31st of the month, then the Agreement shall commence on the 1st day of the following month (either of the foregoing or ________, if applicable, being the "Commencement Date"). LESSOR and LESSEE agree that they shall acknowledge in writing the Commencement Date in the event the Commencement Date is based upon the date LESSEE commences installation of the equipment on the Premises. In the event the Commencement Date is the fixed date set forth above, there shall be no written acknowledgement required. LESSOR and LESSEE acknowledge and agree that initial rental payment(s) shall not actually be sent by LESSEE until thirty (30) days after the Commencement Date or after a written acknowledgement confirming the Commencement Date, if such an acknowledgement is required. By way of illustration of the preceding sentence, if the Commencement Date is January 1 and no written acknowledgement confirming the Commencement Date is required, LESSEE shall send to the LESSOR the rental payments for January 1 and February 1 by February 1, and if the Commencement Date is January 1 and a required written acknowledgement confirming the Commencement Date is dated January 14, LESSEE shall send to the LESSOR the rental payments for January 1 and February 1 by February 13. Upon agreement of the Parties, LESSEE may pay rent by electronic funds transfer and in such event, LESSOR agrees to provide to LESSEE bank routing information for such purpose upon request of LESSEE. 4. EXTENSIONS. This Agreement shall automatically be extended for four (4) additional five (5) year terms unless LESSEE terminates it at the end of the then current term by giving LESSOR written notice of the intent to terminate at least six (6) months prior to the end of the then current term. 5. EXTENSION RENTALS. The annual rental for the first (1st) five (5) year extension term shall be increased to ________________ Dollars ($_________ ); the annual rental for the second (2nd) five (5) year extension term shall be increased to ______________ Dollars ($_________); the annual rental for the third (3rd) five (5) year extension term shall be increased to ______________ Dollars ($_________); and the annual rental for the fourth (4th) five (5) year extension term shall be increased to ____________________Dollars ($___________). 6. ADDITIONAL EXTENSIONS. If at the end of the fourth (4th) five (5) year extension term this Agreement has not been terminated by either Party by giving to the other written notice of an intention to terminate it at least three (3) months prior to the end of such term, this Agreement shall continue in force upon the same covenants, terms and conditions for a further term of five (5) years and for five (5) year terms thereafter until terminated by either Party by giving to the other written notice of its intention to so terminate at least three (3) months prior to the end of such term. Annual rental for each such additional five (5) year term shall be equal to the annual rental payable with respect to the immediately preceding five (5) year term. The initial term and all extensions shall be collectively referred to herein as the "Term". 7. TAXES. LESSEE shall have the responsibility to pay any personal property, real estate taxes, assessments, or charges owed on the Property which LESSOR demonstrates is the result of LESSEE’s use of the Premises and/or the installation, maintenance, and operation of the LESSEE’s improvements, and any sales tax imposed on the rent (except to the extent that 3 LESSEE is or may become exempt from the payment of sales tax in the jurisdiction in which the Property is located), including any increase in real estate taxes at the Propery which LESSOR demonstrates arises from the LESSEE’s improvements and/or LESSEE’s use of the Premises. LESSOR and LESSEE shall each be responsible for the payment of any taxes, levies, assessments and other charges imposed including franchise and similar taxes imposed upon the business conducted by LESSOR or LESSEE at the Property. Notwithstanding the foregoing, LESSEE shall not have the obligation to pay any tax, assessment, or charge that LESSEE is disputing in good faith in appropriate proceedings prior to a final determination that such tax is properly assessed provided that no lien attaches to the Property. Nothing in this Paragraph shall be construed as making LESSEE liable for any portion of LESSOR’s income taxes in connection with any Property or otherwise. Except as set forth in this Paragraph, LESSOR shall have the responsibility to pay any personal property, real estate taxes, assessments, or charges owed on the Property and shall do so prior to the imposition of any lien on the Property. LESSEE shall have the right, at its sole option and at its sole cost and expense, to appeal, challenge or seek modification of any tax assessment or billing for which LESSEE is wholly or partly responsible for payment. LESSOR shall reasonably cooperate with LESSEE at LESSEE’s expense in filing, prosecuting and perfecting any appeal or challenge to taxes as set forth in the preceding sentence, including but not limited to, executing any consent, appeal or other similar document. In the event that as a result of any appeal or challenge by LESSEE, there is a reduction, credit or repayment received by the LESSOR for any taxes previously paid by LESSEE, LESSOR agrees to promptly reimburse to LESSEE the amount of said reduction, credit or repayment. In the event that LESSEE does not have the standing rights to pursue a good faith and reasonable dispute of any taxes under this paragraph, LESSOR will pursue such dispute at LESSEE’s sole cost and expense upon written request of LESSEE. 8. USE; GOVERNMENTAL APPROVALS. LESSEE shall use the Premises for the purpose of constructing, maintaining, repairing and operating a communications facility and uses incidental thereto. A security fence consisting of chain link construction or similar but comparable construction may be placed around the perimeter of the Premises at the discretion of LESSEE (not including the access easement). All improvements, equipment, antennas and conduits shall be at LESSEE's expense and their installation shall be at the discretion and option of LESSEE. LESSEE shall have the right to replace, repair, add or otherwise modify its utilities, equipment, antennas and/or conduits or any portion thereof and the frequencies over which the equipment operates, whether the equipment, antennas,conduits or frequencies are specified or not on any exhibit attached hereto, during the Term. It is understood and agreed that LESSEE's ability to use the Premises is contingent upon its obtaining after the execution date of this Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or Local authorities as well as satisfactory soil boring tests which will permit LESSEE use of the Premises as set forth above. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Property with respect to the proposed use thereof by LESSEE. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) LESSEE determines that such Governmental Approvals may not be obtained in a timely manner; (iv) LESSEE determines that 4 any soil boring tests are unsatisfactory; (v) LESSEE determines that the Premises is no longer technically compatible for its use, or (vi) LESSEE, in its sole discretion, determines that the use the Premises is obsolete or unnecessary, LESSEE shall have the right to terminate this Agreement. Notice of LESSEE's exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by LESSEE, or upon such later date as designated by LESSEE. All rentals paid to said termination date shall be retained by LESSOR. Upon such termination, this Agreement shall be of no further force or effect except to the extent of the representations, warranties and indemnities made by each Party to the other hereunder. Otherwise, the LESSEE shall have no further obligations for the payment of rent to LESSOR. 9. INDEMNIFICATION. Subject to Paragraph 10 below, each Party shall indemnify and hold the other harmless against any claim of liability or loss from personal injury or property damage resulting from or arising out of the negligence or willful misconduct of the indemnifying Party, its employees, contractors or agents, except to the extent such claims or damages may be due to or caused by the negligence or willful misconduct of the other Party, or its employees, contractors or agents. 10. INSURANCE. a. Notwithstanding the indemnity in section 10, the Parties hereby waive and release any and all rights of action for negligence against the other which may hereafter arise on account of damage to the Premises or to the Property, resulting from any fire, or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the Parties, or either of them. These waivers and releases shall apply between the Parties and they shall also apply to any claims under or through either Party as a result of any asserted right of subrogation. All such policies of insurance obtained by either Party concerning the Premises or the Property shall waive the insurer's right of subrogation against the other Party. b. LESSEE will maintain at its own cost; i. Commercial General Liability insurance with limits not less than $1,000,000 for injury to or death of one or more persons in any one occurrence and $500,000 for damage or destruction to property in any one occurrence ii. Commercial Auto Liability insurance on all owned, non-owned and hired automobiles with a minimum combined limit of not less than one million ($1,000,000) per occurrence iii. Workers Compensation insurance providing the statutory benefits and not less than one million ($1,000,000) of Employers Liability coverage. 5 LESSEE will include the LESSOR as an additional insured on the Commercial General Liability and Auto Liability policies. c. LESSOR will maintain at its own cost commercial general liability insurance with limits not less than $1,000,000 for injury to or death of one or more persons in any one occurrence and $500,000 for damage or destruction to property in any one occurrence. LESSOR will include the LESSEE as an additional insured. d. In addition, LESSOR shall obtain and keep in force during the Term a policy or policies insuring against loss or damage to the Building with a commercially reasonable valuation, as the same shall exist from time to time without a coinsurance feature. LESSOR’s policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and earthquake unless required by a lender or included in the base premium), including coverage for any additional costs resulting from debris removal and reasonable amounts of coverage for the enforcement of any ordinance or law regulating the reconstruction or replacement of any undamaged sections of the Building required to be demolished or removed by reason of the enforcement of any building, zoning, safety or land use laws as the result of a covered loss, but not including plate glass insurance. 11. LIMITATION OF LIABILITY. Except for indemnification pursuant to Paragraphs 9 and 29, neither Party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 12. ANNUAL TERMINATION. Notwithstanding anything to the contrary contained herein, provided LESSEE is not in default hereunder beyond applicable notice and cure periods, LESSEE shall have the right to terminate this Agreement upon the annual anniversary of the Commencement Date provided that three (3) months prior notice is given to LESSOR. 13. INTERFERENCE. LESSEE agrees to install equipment of the type and frequency which will not cause harmful interference which is measurable in accordance with then existing industry standards to any equipment of LESSOR or other lessees of the Property which existed on the Property prior to the date this Agreement is executed by the Parties. In the event any after-installed LESSEE's equipment causes such interference, and after LESSOR has notified LESSEE in writing of such interference, LESSEE will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at LESSEE’s option, powering down such equipment and later powering up such equipment for intermittent testing. In no event will LESSOR be entitled to terminate this Agreement or relocate the equipment as long as LESSEE is making a good faith effort to remedy the interference issue. LESSOR agrees that LESSOR and/or any other tenants of the Property who currently have or in the future take possession of the Property will be permitted to install only such equipment that is of the type and frequency which will not cause harmful interference which is measurable in 6 accordance with then existing industry standards to the then existing equipment of LESSEE. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Paragraph and therefore, either Party shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific performance. 14. REMOVAL AT END OF TERM. LESSEE shall, upon expiration of the Term, or within ninety (90) days after any earlier termination of the Agreement, remove its building(s), antenna structure(s) (except footings), equipment, conduits, fixtures and all personal property and restore the Premises to its original condition, reasonable wear and tear and casualty damage excepted. LESSOR agrees and acknowledges that all of the equipment, conduits, fixtures and personal property of LESSEE shall remain the personal property of LESSEE and LESSEE shall have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable Laws (as defined in Paragraph 33 below). If such time for removal causes LESSEE to remain on the Premises after termination of this Agreement, LESSEE shall pay rent at the then existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed. 15. HOLDOVER. LESSEE has no right to retain possession of the Premises or any part thereof beyond the expiration of that removal period set forth in Paragraph 14 herein, unless the Parties are negotiating a new lease or lease extension in good faith. In the event that the Parties are not in the process of negotiating a new lease or lease extension in good faith, LESSEE holds over in violation of Paragraph 14 and this Paragraph 15, then the rent then in effect payable from and after the time of the expiration or earlier removal period set forth in Paragraph 14 shall equal to the rent applicable during the month immediately preceding such expiration or earlier termination. 16. RIGHT OF FIRST REFUSAL. If LESSOR elects, during the Term (i) to sell or otherwise transfer all or any portion of the Property, whether separately or as part of a larger parcel of which the Property is a part, or (ii) to grant to a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, with or without an assignment of this Agreement to such third party, LESSEE shall have the right of first refusal to meet any bona fide offer of sale or transfer on the same terms and conditions of such offer. If LESSEE fails to meet such bona fide offer within thirty (30) days after written notice thereof from LESSOR, LESSOR may sell or grant the easement or interest in the Property or portion thereof to such third person in accordance with the terms and conditions of such third party offer. For purposes of this Paragraph, any transfer, bequest or devise of LESSOR's interest in the Property as a result of the death of LESSOR, whether by will or intestate succession, or any conveyance to LESSOR’s family members by direct conveyance or by conveyance to a trust for the benefit of family members shall not be considered a sale of the Property for which LESSEE has any right of first refusal. 17. RIGHTS UPON SALE. Should LESSOR, at any time during the Term decide (i) to sell or transfer all or any part of the Property to a purchaser other than LESSEE, or (ii) to grant to 7 a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, such sale or grant of an easement or interest therein shall be under and subject to this Agreement and any such purchaser or transferee shall recognize LESSEE's rights hereunder under the terms of this Agreement. To the extent that LESSOR grants to a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE for the purpose of operating and maintaining communications facilities or the management thereof and in conjunction therewith, assigns this Agreement to said third party, LESSOR shall not be released from its obligations to LESSEE under this Agreement, and LESSEE shall have the right to look to LESSOR and the third party for the full performance of this Agreement. 18. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises. 19. TITLE. LESSOR represents and warrants to LESSEE as of the execution date of this Agreement, and covenants during the Term that LESSOR is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute this Agreement. LESSOR further covenants during the Term that there are no liens, judgments or impediments of title on the Property, or affecting LESSOR's title to the same and that there are no covenants, easements or restrictions which prevent or adversely affect the use or occupancy of the Premises by LESSEE as set forth above. 20. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between LESSOR and LESSEE and that no verbal or oral agreements, promises or understandings shall be binding upon either LESSOR or LESSEE in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing signed by the Parties or in a written acknowledgment in the case provided in Paragraph 3. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, in law or in equity. 21. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the Laws of the State in which the Property is located. 22. ASSIGNMENT. This Agreement may be sold, assigned or transferred by the LESSEE without any approval or consent of the LESSOR to the LESSEE's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LESSEE's assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of the 8 LESSOR, which such consent will not be unreasonably withheld, delayed or conditioned. No change of stock ownership, partnership interest or control of LESSEE or transfer upon partnership or corporate dissolution of LESSEE shall constitute an assignment hereunder. LESSEE may sublet the Premises within its sole discretion, upon notice to LESSOR. Any sublease that is entered into by LESSEE shall be subject to the provisions of this Agreement and shall be binding upon the successors, assigns, heirs and legal representatives of the respective Parties hereto. 23. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): LESSOR: LESSEE: d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 24. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representative, successors and assigns of the Parties hereto. 25. SUBORDINATION AND NON-DISTURBANCE. Delete the first sentence of this paragraph if SNDAs for all existing encumbrances are obtained prior to Lease execution. LESSOR shall obtain not later than fifteen (15) days following the execution of this Agreement, a Non-Disturbance Agreement, as defined below, from its existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At LESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by LESSOR which from time to time may encumber all or part of the Property or right-of-way; provided, however, as a condition precedent to LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, LESSOR shall obtain for LESSEE's benefit a non-disturbance and attornment agreement for LESSEE's benefit in the form reasonably satisfactory to LESSEE, and containing the terms described below (the “Non-Disturbance Agreement”), and shall recognize LESSEE's right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this Agreement beyond applicable notice and cure periods. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) agreement that, if Lender or its successor-in-interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) 9 acquires an ownership interest in the Property, Lender or such successor-in-interest or Purchaser will (1) honor all of the terms of the Agreement, (2) fulfill LESSOR's obligations under the Agreement, and (3) promptly cure all of the then-existing LESSOR defaults under the Agreement. Such Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, LESSEE will execute an agreement for Lender's benefit in which LESSEE (1) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of Lender, (2) agrees to attorn to Lender if Lender becomes the owner of the Property and (3) agrees to accept a cure by Lender of any of LESSOR's defaults, provided such cure is completed within the deadline applicable to LESSOR. In the event LESSOR defaults in the payment and/or other performance of any mortgage or other real property interest encumbering the Property, LESSEE, may, at its sole option and without obligation, cure or correct LESSOR's default and upon doing so, LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders of such mortgage or other real property interest and LESSEE shall be entitled to deduct and setoff against all rents that may otherwise become due under this Agreement the sums paid by LESSEE to cure or correct such defaults. 26. RECORDING. LESSOR agrees to execute a Memorandum of this Agreement which LESSEE may record with the appropriate recording officer. The date set forth in the Memorandum of Lease is for recording purposes only and bears no reference to commencement of either the Term or rent payments. 27. DEFAULT. a. In the event there is a breach by LESSEE with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, LESSOR shall give LESSEE written notice of such breach. After receipt of such written notice, LESSEE shall have fifteen (15) days in which to cure any monetary breach and thirty (30) days in which to cure any non-monetary breach, provided LESSEE shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LESSEE commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. LESSOR may not maintain any action or effect any remedies for default against LESSEE unless and until LESSEE has failed to cure the breach within the time periods provided in this Paragraph. b. In the event there is a breach by LESSOR with respect to any of the provisions of this Agreement or its obligations under it, LESSEE shall give LESSOR written notice of such breach. After receipt of such written notice, LESSOR shall have thirty (30) days in which to cure any such breach, provided LESSOR shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LESSOR commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. LESSEE may not maintain any action or effect any remedies for default against LESSOR unless and 10 until LESSOR has failed to cure the breach within the time periods provided in this Paragraph. Notwithstanding the foregoing to the contrary, it shall be a default under this Agreement if LESSOR fails, within five (5) days after receipt of written notice of such breach, to perform an obligation required to be performed by LESSOR if the failure to perform such an obligation interferes with LESSEE’s ability to conduct its business on the Property; provided, however, that if the nature of LESSOR’s obligation is such that more than five (5) days after such notice is reasonably required for its performance, then it shall not be a default under this Agreement if performance is commenced within such five (5) day period and thereafter diligently pursued to completion. 28. REMEDIES. Upon a default, the non-defaulting Party may at its option (but without obligation to do so), perform the defaulting Party’s duty or obligation on the defaulting Party’s behalf, including but not limited to the obtaining of reasonably required insurance policies. The costs and expenses of any such performance by the non-defaulting Party shall be due and payable by the defaulting Party upon invoice therefor. In the event of a default by either Party with respect to a material provision of this Agreement, without limiting the non-defaulting Party in the exercise of any right or remedy which the non-defaulting Party may have by reason of such default, the non-defaulting Party may terminate the Agreement and/or pursue any remedy now or hereafter available to the non-defaulting Party under the Laws or judicial decisions of the state in which the Premises are located; provided, however, LESSOR shall use reasonable efforts to mitigate its damages in connection with a default by LESSEE. If LESSEE so performs any of LESSOR’s obligations hereunder, the full amount of the reasonable and actual cost and expense incurred by LESSEE shall immediately be owing by LESSOR to LESSEE, and LESSOR shall pay to LESSEE upon demand the full undisputed amount thereof with interest thereon from the date of payment at the greater of (i) ten percent (10%) per annum, or (ii) the highest rate permitted by applicable Laws. Notwithstanding the foregoing, if LESSOR does not pay LESSEE the full undisputed amount within thirty (30) days of its receipt of an invoice setting forth the amount due from LESSOR, LESSEE may offset the full undisputed amount, including all accrued interest, due against all fees due and owing to LESSOR until the full undisputed amount, including all accrued interest, is fully reimbursed to LESSEE. 29. ENVIRONMENTAL. a. LESSOR will be responsible for all obligations of 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 conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the Property, unless such conditions or concerns are caused by the specific activities of LESSEE in the Premises. b. LESSOR shall hold LESSEE harmless and indemnify LESSEE from and assume all duties, responsibility and liability at LESSOR's sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, 11 forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: a) 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 concerns or conditions as may now or at any time hereafter be in effect, unless such non-compliance results from conditions caused by LESSEE; and b) any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Property or activities conducted thereon, unless such environmental conditions are caused by LESSEE. 30. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days, then LESSEE may, at any time following such fire or other casualty, provided LESSOR has not completed the restoration required to permit LESSEE to resume its operation at the Premises, terminate this Agreement upon fifteen (15) days prior written notice to LESSOR. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. Notwithstanding the foregoing, the rent shall abate during the period of repair following such fire or other casualty in proportion to the degree to which LESSEE’s use of the Premises is impaired. 31. CONDEMNATION. In the event of any condemnation of all or any portion of the Property, this Agreement shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever occurs first. If as a result of a partial condemnation of the Premises or Property, LESSEE, in LESSEE’s sole discretion, is unable to use the Premises for the purposes intended hereunder, or if such condemnation may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days, LESSEE may, at LESSEE’s option, to be exercised in writing within fifteen (15) days after LESSOR shall have given LESSEE written notice of such taking (or in the absence of such notice, within fifteen (15) days after the condemning authority shall have taken possession) terminate this Agreement as of the date the condemning authority takes such possession. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the equipment, conduits, fixtures, its relocation costs and its damages and losses (but not for the loss of its leasehold interest). Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement. If LESSEE does not terminate this Agreement in accordance with the foregoing, this Agreement shall remain in full force and effect as to the portion of the Premises remaining, except that the rent shall be reduced in the same proportion as the rentable area of the Premises taken bears to the total rentable area of the Premises. In the event that this Agreement is not terminated by 12 reason of such condemnation, LESSOR shall promptly repair any damage to the Premises caused by such condemning authority. 32. SUBMISSION OF AGREEMENT/PARTIAL INVALIDITY/AUTHORITY. The submission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement. Each of the Parties hereto warrants to the other that the person or persons executing this Agreement on behalf of such Party has the full right, power and authority to enter into and execute this Agreement on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Agreement. 33. APPLICABLE LAWS. During the Term, LESSOR shall maintain the Property in compliance with all applicable laws, rules, regulations, ordinances, directives, covenants, easements, zoning and land use regulations, and restrictions of record, permits, building codes, and the requirements of any applicable fire insurance underwriter or rating bureau, now in effect or which may hereafter come into effect (including, without limitation, the Americans with Disabilities Act and laws regulating hazardous substances) (collectively “Laws”). LESSEE shall, in respect to the condition of the Premises and at LESSEE’s sole cost and expense, comply with (a) all Laws relating solely to LESSEE’s specific and unique nature of use of the Premises (other than general office use); and (b) all building codes requiring modifications to the Premises due to the improvements being made by LESSEE in the Premises. 34. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. 35. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals the day and year first above written. LESSOR: By: 13 WITNESS Its:_______________________________ ______________________________ Date: _______________________________ LESSEE: By: WITNESS Its: ________________________________ ______________________________ Date: 06/23/14 1 Exhibit "A" (Sketch of Premises within Property) 323#Cedar#Street#North# Chaska,#MN#55318# # TECHSCAPE WIRELESS IS A FULL-SERVICE SITE ACQUISITION FIRM ON BEHALF OF KGI WIRELESS June#18,#2015# Kyle#Klatt,#Planning#Director# City#of#Lake#Elmo# 3800#Laverne#Ave#N# Lake#Elmo,#MN#5504# # # Re:#Verizon#Wireless#Request#to#Lease#City#Property# Ideal#Avenue#Water#Tank##2# Site#Address:#3445#Ideal#Avenue,#Lake#Elmo#MN# Verizon#Site:#MIN#BALROG# # # Dear#Mr.#Klatt,# # Please# accept# this# letter# as# an# official# request# on# behalf# of# Verizon# Wireless# to# enter# into# a# Lease# Agreement#with#the#City#of#Lake#Elmo#to#install#wireless#antennas#and#associated#ground#equipment#at# the#above#referenced#property.### # The#City#has#been#provided#with#the#following#documentation#in#order#to#review#this#request:## # • Verizon#Lease#Agreement#Template# • Preliminary#Construction#Drawings#Dated#6Y4Y2015# • Limited#Waiver#of#Use#Restriction#and#Consent#to#Lease# • Lease#Exhibit#Dated#6Y9Y2015# • Site#Sketch#Dated#4Y23Y2015# • Final#Survey#Dated#6Y15Y2015# # We#have#been#in#contact#with#City#staff#over#the#last#six#months.##On#9#February#2015#Verizon#performed# a#site#walk#with#City#staff#to#determine#equipment#configuration#and#overall#construction#feasibility#of# the#proposed#site.### # At#this#time,#we#request#inclusion#on#the#7#July#2015#City#Council#agenda#in#order#to#obtain#official# approval#from#the#City#to#engage#in#lease#negotiations.### # My#firm,#representing#KGI#and#Verizon#Wireless,#will#continue#to#be#your#pointYofYcontact#throughout# this#process#and#we#look#forward#to#working#with#the#City.# # Very#sincerely,# # # # Karyn#O’Brien,#President# kobrien@techscapewireless.com# 952.288.8130# LAND SPACE DESCRIPTION: That part of the Northwest Quarter of the Southwest Quarter of Section 16, Township 29 North, Range 21 West of the Fifth Principal Meridian, Washington County, Minnesota, described as follows: Commencing at the northwest corner of said Northwest Quarter of the Southwest Quarter; thence North 89 degrees 40 minutes 49 seconds East along the North line of said Northwest Quarter of the Southwest Quarter, a distance of 786.16 feet; thence South 0 degrees 19 minutes 11 seconds East, a distance of 398.77 feet to the Point of Beginning of the land space to be described; thence South 6 degrees 13 minutes 36 seconds East, a distance of 36.00 feet; thence South 83 degrees 46 minutes 24 seconds West, a distance of 18.00 feet; thence North 6 degrees 13 minutes 36 seconds West, a distance of 36.00 feet; thence North 83 degrees 46 minutes 24 seconds East, a distance of 18.00 feet to the Point of Beginning. ACCESS AND UTILITIES RIGHTS OF WAY DESCRIPTION: A 20.00 foot wide right of way for ingress, egress and utility purposes over, under and across the Southwest Quarter of the Northwest Quarter and the Northwest Quarter of the Southwest Quarter of Section 16, Township 29 North, Range 21 West of the Fifth Principal Meridian, Washington County, Minnesota, the centerline of said right of way is described as follows: Commencing at the northwest corner of said Northwest Quarter of the Southwest Quarter; thence North 89 degrees 40 minutes 49 seconds East along the North line of said Northwest Quarter of the Southwest Quarter, a distance of 786.16 feet; thence South 0 degrees 19 minutes 11 seconds East, a distance of 398.77 feet; thence South 6 degrees 13 minutes 36 seconds East, a distance of 36.00 feet; thence South 83 degrees 46 minutes 24 seconds West, a distance of 28.00 feet to the Point of Beginning of the centerline to be described; thence North 6 degrees 13 minutes 36 seconds West, a distance of 58.24 feet to a point hereinafter referred to as Point “A”; thence South 89 degrees 44 minutes 18 seconds West, a distance of 139.88 feet; thence South 87 degrees 27 minutes 02 seconds West, a distance of 171.51 feet; thence South 77 degrees 41 minutes 08 seconds West, a distance of 151.82 feet; thence South 88 degrees 59 minutes 10 seconds West, a distance of 69.01 feet; thence North 22 degrees 59 minutes 00 seconds West, a distance of 77.08 feet; thence North 87 degrees 32 minutes 31 seconds West, a distance of 73.96 feet; thence North 44 degrees 29 minutes 39 seconds West, a distance of 33.14 feet; thence North 0 degrees 01 minutes 06 seconds West, a distance of 629.89 feet; thence North 6 degrees 05 minutes 14 seconds East, a distance of 118.85 feet; thence North 14 degrees 02 minutes 57 seconds East, a distance of 204.23 feet; thence northwesterly, a distance of 118.04 feet along a tangential curve concave to the southwest, having a radius of 65.00 feet and a central angle of 104 degrees 02 minutes 57 seconds; thence North 90 degrees 00 minutes 00 seconds West, a distance of 27.09 feet to the east right of way line of Ideal Avenue North and said centerline there terminating. The sidelines of said right of way shall be shortened or lengthened to terminate at said east right of way line of Ideal Avenue North. TOGETHER WITH A 20.00 foot wide right of way for ingress, egress and utility purposes over, under and across said Northwest Quarter of the Southwest Quarter, the centerline of said right of way is described as follows: Beginning at the previously described Point “A”; thence North 89 degrees 44 minutes 18 seconds East, a distance of 18.10 feet; thence South 6 degrees 13 minutes 36 seconds East, a distance of 20.36 feet and said centerline there terminating. UTILITIES RIGHT OF WAY DESCRIPTIONS: A 10.00 foot wide right of way for utility purposes over, under and across the Northwest Quarter of the Southwest Quarter of Section 16, Township 29 North, Range 21 West of the Fifth Principal Meridian, Washington County, Minnesota, the centerline of said right of way is described as follows: Commencing at the northwest corner of said Northwest Quarter of the Southwest Quarter; thence North 89 degrees 40 minutes 49 seconds East along the North line of said Northwest Quarter of the Southwest Quarter, a distance of 786.16 feet; thence South 0 degrees 19 minutes 11 seconds East, a distance of 398.77 feet; thence South 6 degrees 13 minutes 36 seconds East, a distance of 36.00 feet; thence South 83 degrees 46 minutes 24 seconds West, a distance of 28.00 feet; thence North 6 degrees 13 minutes 36 seconds West, a distance of 8.85 feet to the Point of Beginning of the centerline to be described; thence South 47 degrees 54 minutes 45 seconds West, a distance of 106.94 feet; thence North 90 degrees 00 minutes 00 seconds West, a distance of 608.56 feet to the east right of way line of Ideal Avenue North and said centerline there terminating. The sidelines of said right of way shall be shortened or lengthened to terminate at said east right of way line of Ideal Avenue North. AND A 5.00 foot wide right of way for utility purposes over, under and across the Northwest Quarter of the Southwest Quarter of Section 16, Township 29 North, Range 21 West of the Fifth Principal Meridian, Washington County, Minnesota, the centerline of said right of way is described as follows: Commencing at the northwest corner of said Northwest Quarter of the Southwest Quarter; thence North 89 degrees 40 minutes 49 seconds East along the North line of said Northwest Quarter of the Southwest Quarter, a distance of 786.16 feet; thence South 0 degrees 19 minutes 11 seconds East, a distance of 398.77 feet; thence South 6 degrees 13 minutes 36 seconds East, a distance of 36.00 feet; thence South 83 degrees 46 minutes 24 seconds West, a distance of 28.00 feet; thence North 6 degrees 13 minutes 36 seconds West, a distance of 29.00 feet to the Point of Beginning of the centerline to be described; thence North 86 degrees 22 minutes 53 seconds West, a distance of 21.00 feet and said centerline there terminating. AND A 10.00 foot wide right of way for utility purposes over, under and across the Northwest Quarter of the Southwest Quarter of Section 16, Township 29 North, Range 21 West of the Fifth Principal Meridian, Washington County, Minnesota, the centerline of said right of way is described as follows: Commencing at the northwest corner of said Northwest Quarter of the Southwest Quarter; thence North 89 degrees 40 minutes 49 seconds East along the North line of said Northwest Quarter of the Southwest Quarter, a distance of 786.16 feet; thence South 0 degrees 19 minutes 11 seconds East, a distance of 398.77 feet; thence South 6 degrees 13 minutes 36 seconds East, a distance of 36.00 feet; thence South 83 degrees 46 minutes 24 seconds West, a distance of 28.00 feet; thence North 6 degrees 13 minutes 36 seconds West, a distance of 43.16 feet to the Point of Beginning of the centerline to be described; thence South 89 degrees 44 minutes 18 seconds West, a distance of 77.00 feet and said centerline there terminating. SHEET CONTENTS: PROPOSED PLAN VIEW ROBERT J DAVIS, AIA ARCHITECT 9973 VALLEY VIEW RD. EDEN PRAIRIE, MN 55344 (952) 903-9299 DESIGN VERIZON WIRELESS 10801 BUSH LAKE ROAD BLOOMINGTON, MN 55438 BC A PROJECT DRAWN BY: DATE: CHECKED BY: 20141112995 3445 IDEAL AVENUE LAKE ELMO, MN 55042 GJP 6-8-15 IJO REV. B UEI PROJ. # 15.00359 B S -6AS-7TYP.BS-7TYP.CS-6TYP.CS-7TYP.A S -6B S-4 AS-4B S-4 A S-8TY P .HANDRAIL MODIFICATION NOTES: EF SHEET CONTENTS: SECTIONS AND DETAILS ROBERT J DAVIS, AIA ARCHITECT 9973 VALLEY VIEW RD. EDEN PRAIRIE, MN 55344 (952) 903-9299 DESIGN VERIZON WIRELESS 10801 BUSH LAKE ROAD BLOOMINGTON, MN 55438 B A D C PROJECT DRAWN BY: DATE: CHECKED BY: 20141112995 3445 IDEAL AVENUE LAKE ELMO, MN 55042 GJP 6-8-15 IJO REV. B UEI PROJ. # 15.00359FS-2A S-3 EF SHEET CONTENTS: SECTIONS AND DETAILS ROBERT J DAVIS, AIA ARCHITECT 9973 VALLEY VIEW RD. EDEN PRAIRIE, MN 55344 (952) 903-9299 DESIGN VERIZON WIRELESS 10801 BUSH LAKE ROAD BLOOMINGTON, MN 55438 B A D C PROJECT DRAWN BY: DATE: CHECKED BY: 20141112995 3445 IDEAL AVENUE LAKE ELMO, MN 55042 GJP 6-8-15 IJO REV. B UEI PROJ. # 15.00359 GENERAL NOTES: SLEEVE PENETRATION INSTALLATION PROCESS: NOTE: D S-3 EF SHEET CONTENTS: SECTIONS AND DETAILS ROBERT J DAVIS, AIA ARCHITECT 9973 VALLEY VIEW RD. EDEN PRAIRIE, MN 55344 (952) 903-9299 DESIGN VERIZON WIRELESS 10801 BUSH LAKE ROAD BLOOMINGTON, MN 55438 B A C PROJECT DRAWN BY: DATE: CHECKED BY: 20141112995 3445 IDEAL AVENUE LAKE ELMO, MN 55042 GJP 6-8-15 IJO REV. B UEI PROJ. # 15.00359 NOTE:NOTES: PAINTING / GALVANIZING NOTES: NOTE: PROP. COAX CABLE SUPPORT AND ROUTING NOTES: D NOTE: D S-4 D S-4 SHEET CONTENTS: SECTIONS AND DETAILS ROBERT J DAVIS, AIA ARCHITECT 9973 VALLEY VIEW RD. EDEN PRAIRIE, MN 55344 (952) 903-9299 DESIGN VERIZON WIRELESS 10801 BUSH LAKE ROAD BLOOMINGTON, MN 55438 PROJECT DRAWN BY: DATE: CHECKED BY: 20141112995 3445 IDEAL AVENUE LAKE ELMO, MN 55042 GJP 6-8-15 IJO REV. B UEI PROJ. # 15.00359 F BC DE SHEET CONTENTS: GENERAL NOTES & ROBERT J DAVIS, AIA ARCHITECT 9973 VALLEY VIEW RD. EDEN PRAIRIE, MN 55344 (952) 903-9299 DESIGN VERIZON WIRELESS 10801 BUSH LAKE ROAD BLOOMINGTON, MN 55438 SECTIONS AND DETAILS PROJECT DRAWN BY: DATE: CHECKED BY: 20141112995 3445 IDEAL AVENUE LAKE ELMO, MN 55042 GJP 6-8-15 IJO REV. B UEI PROJ. # 15.00359 NOTE: C B A NOTE:NOTE: SHEET CONTENTS: GENERAL NOTES ROBERT J DAVIS, AIA ARCHITECT 9973 VALLEY VIEW RD. EDEN PRAIRIE, MN 55344 (952) 903-9299 DESIGN VERIZON WIRELESS 10801 BUSH LAKE ROAD BLOOMINGTON, MN 55438 PROJECT DRAWN BY: DATE: CHECKED BY: 20141112995 3445 IDEAL AVENUE LAKE ELMO, MN 55042 GJP 6-8-15 IJO REV. B UEI PROJ. # 15.00359 NOTE: C B A NOTE:NOTE: SHEET CONTENTS: GENERAL NOTES ROBERT J DAVIS, AIA ARCHITECT 9973 VALLEY VIEW RD. EDEN PRAIRIE, MN 55344 (952) 903-9299 DESIGN VERIZON WIRELESS 10801 BUSH LAKE ROAD BLOOMINGTON, MN 55438 PROJECT DRAWN BY: DATE: CHECKED BY: 20141112995 3445 IDEAL AVENUE LAKE ELMO, MN 55042 GJP 6-8-15 IJO REV. B UEI PROJ. # 15.00359 A HANDRAIL MODIFICATION NOTES: SITE SURVEY MINC BALROG Washington County, MN 0494A1619.000 No.Date REVISIONS By CHK APP'D SMK JMBFIELD WORK: 4/2/15 CHECKED BY:DRAWN BY: ‹2015 WIDSETH SMITH NOLTING HALF SCALE ON 11"x17" FULL SCALE ON 22"x34" SITE NAME: I HEREBY CERTIFY THAT THIS DOCUMENT WAS PREPARED BY ME OR UNDER MY DIRECT SUPERVISION AND THAT I AM A DULY LICENSED LAND SURVEYOR UNDER THE LAWS OF THE STATE OF MINNESOTA. PRELIM I N A R Y WIDSETH SMITH NOLTING Engineering | Architecture | Surveying | Environmental SHEET 1 OF 2 SHEETS PROPERTY DESCRIPTION: 6&+('8/(³%´(;+,%,76 UGEUGEU G E U G EUGEUGEUGEUGEUG E UGE UGE U G E UGE UG E UGE UGE UGEUGEUGEUGEUGEUGE UGEHY DE HG AC W HY DW S OE W W WWHY DHY DPID= 1602921320001 CITY OF LAKE ELMO UGE UGE UGE UGE UGE UGE UGE UGEUGE UGE UGEUGEUGE UGE UGEUGEUGEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEOHEGASGASGASGASGASGASGASUGTUGTUGTUGTUGTUGTUGTUGTUGTUGTUGTUGTUGTUGTFOCFOCFOCFOCFOCFOCU G E UGEUGEUGE T T T T ST T ST HY DE HG AC W HY D W S OE WWWW HY DHY DPID= 1602921320001 CITY OF LAKE ELMOIDEAL AVENUE N.STATE TRUNK HIGHWAY NO. 5 SEE DETAIL UGE UGE UGESITE SURVEY ORIENTATION OF THIS BEARING SYSTEM IS BASED ON THE WASHINGTON COUNTY COORDINATE SYSTEM NAD83 (1986) 0 SCALE ( IN FEET ) 80 160NORTH = DENOTES A FOUND IRON MONUMENT BUILDING WALL HATCH CONCRETE SURFACE SECTION LINE QUARTER LINE RIGHT OF WAY LINE LEGEND BOUNDARY LINE MINC BALROG Washington County, MN 0494A1619.000 No.Date REVISIONS By CHK APP'D SMK JMBFIELD WORK: 4/2/15 CHECKED BY:DRAWN BY: ‹2015 WIDSETH SMITH NOLTING HALF SCALE ON 11"x17" FULL SCALE ON 22"x34" SITE NAME: VICINITY MAP SURVEYOR NOTE: I HEREBY CERTIFY THAT THIS DOCUMENT WAS PREPARED BY ME OR UNDER MY DIRECT SUPERVISION AND THAT I AM A DULY LICENSED LAND SURVEYOR UNDER THE LAWS OF THE STATE OF MINNESOTA. 1"=600'NORTHEXISTING TOWER SITE DEED LINE E T TELE PEDESTAL ELEC METER FENCE CHAIN LINK ELEC POLE FOC UNDERGROUND FIBER PRELIM I N A R Y UGE UNDERGROUND ELEC GUY ANCHOR TREE DECIDUOUS = DENOTES A FOUND SECTION CORNER MONUMENT OHE OVERHEAD ELEC GAS UNDERGROUND GAS UGT UNDERGROUND TELE EDGE OF WOODS SIGN TREE CONIFEROUSHYDHYDRANT W WATER VALVE ELEC LIGHT POLE GRID NORTH GEODETIC NORTH MAGNETIC NORTH GRAVEL SURFACE CULVERT SHRUB G GAS METER GATE POST GUARD POST MAILBOX AC AC UNIT DETAIL SIXTEENTH LINE EDGE OF CATTAILS HANDICAP SYMBOL E H ELEC HANDHOLE SEPTIC CLEANOUT BALLARD LIGHT CATCH BASIN ST STORM MANHOLE WIDSETH SMITH NOLTING Engineering | Architecture | Surveying | Environmental SHEET 2 OF 2 SHEETS EASEMENT LINE WATERMAIN NORTH1"=30' SITE NAME: SITE NUMBER: ATTY/DATE LAND LEASE AGREEMENT This Agreement, made this day of , 20 between with its principal offices located at , hereinafter designated LESSOR and d/b/a Verizon Wireless, with its principal office located at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 (telephone number 866-862-4404), hereinafter designated LESSEE. The LESSOR and LESSEE are at times collectively referred to hereinafter as the “Parties” or individually as the “Party”. 1. PREMISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of property (the entirety of LESSOR’s property is referred to hereinafter as the Property), located at [ADDRESS]____________, [MUNICIPALITY]___________, [COUNTY] _____________[STATE]______________, and being described as a ' by ' parcel containing square feet (the “Land Space”), together with the non-exclusive right (the “Rights of Way”) for ingress and egress, seven (7) days a week twenty-four (24) hours a day, on foot or motor vehicle, including trucks over or along a ( ') foot wide right-of-way extending from the nearest public right-of-way, ,to the Land Space, and for the installation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or along one or more rights of way from the Land Space, said Land Space and Rights of Way (hereinafter collectively referred to as the “Premises”) being substantially as described herein in Exhibit "A" attached hereto and made a part hereof. The Property is also shown on the Tax Map of the City of as Block , Lot and is further described in Deed Book at Page as recorded in the Office of . In the event any public utility is unable to use the Rights of Way, the LESSOR hereby agrees to grant an additional right-of-way either to the LESSEE or to the public utility at no cost to the LESSEE. 2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property and the Premises, and said survey shall then become Exhibit "B" which shall be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit "A". Cost for such work shall be borne by the LESSEE. 3. TERM; RENTAL. a. This Agreement shall be effective as of the date of execution by both Parties, provided, however, the initial term shall be for five (5) years and shall commence on the Commencement Date (as hereinafter defined) at which time rental payments shall commence and be due at a total annual rental of Dollars ($ ) to be paid in equal monthly installments on the first day of the month, in advance, to or to such other person, firm or place as LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date by notice given in accordance with Paragraph 23 below. The Agreement shall commence based upon the date LESSEE commences installation of the equipment on the Premises. In the event the date of commencing installation of equipment is determinative and such date falls between the 1st and 15th of the month, the Agreement shall 2 commence on the 1st of that month and if such date falls between the 16th and 31st of the month, then the Agreement shall commence on the 1st day of the following month (either of the foregoing or ________, if applicable, being the "Commencement Date"). LESSOR and LESSEE agree that they shall acknowledge in writing the Commencement Date in the event the Commencement Date is based upon the date LESSEE commences installation of the equipment on the Premises. In the event the Commencement Date is the fixed date set forth above, there shall be no written acknowledgement required. LESSOR and LESSEE acknowledge and agree that initial rental payment(s) shall not actually be sent by LESSEE until thirty (30) days after the Commencement Date or after a written acknowledgement confirming the Commencement Date, if such an acknowledgement is required. By way of illustration of the preceding sentence, if the Commencement Date is January 1 and no written acknowledgement confirming the Commencement Date is required, LESSEE shall send to the LESSOR the rental payments for January 1 and February 1 by February 1, and if the Commencement Date is January 1 and a required written acknowledgement confirming the Commencement Date is dated January 14, LESSEE shall send to the LESSOR the rental payments for January 1 and February 1 by February 13. Upon agreement of the Parties, LESSEE may pay rent by electronic funds transfer and in such event, LESSOR agrees to provide to LESSEE bank routing information for such purpose upon request of LESSEE. 4. EXTENSIONS. This Agreement shall automatically be extended for four (4) additional five (5) year terms unless LESSEE terminates it at the end of the then current term by giving LESSOR written notice of the intent to terminate at least six (6) months prior to the end of the then current term. 5. EXTENSION RENTALS. The annual rental for the first (1st) five (5) year extension term shall be increased to ________________ Dollars ($_________ ); the annual rental for the second (2nd) five (5) year extension term shall be increased to ______________ Dollars ($_________); the annual rental for the third (3rd) five (5) year extension term shall be increased to ______________ Dollars ($_________); and the annual rental for the fourth (4th) five (5) year extension term shall be increased to ____________________Dollars ($___________). 6. ADDITIONAL EXTENSIONS. If at the end of the fourth (4th) five (5) year extension term this Agreement has not been terminated by either Party by giving to the other written notice of an intention to terminate it at least three (3) months prior to the end of such term, this Agreement shall continue in force upon the same covenants, terms and conditions for a further term of five (5) years and for five (5) year terms thereafter until terminated by either Party by giving to the other written notice of its intention to so terminate at least three (3) months prior to the end of such term. Annual rental for each such additional five (5) year term shall be equal to the annual rental payable with respect to the immediately preceding five (5) year term. The initial term and all extensions shall be collectively referred to herein as the "Term". 7. TAXES. LESSEE shall have the responsibility to pay any personal property, real estate taxes, assessments, or charges owed on the Property which LESSOR demonstrates is the result of LESSEE’s use of the Premises and/or the installation, maintenance, and operation of the LESSEE’s improvements, and any sales tax imposed on the rent (except to the extent that 3 LESSEE is or may become exempt from the payment of sales tax in the jurisdiction in which the Property is located), including any increase in real estate taxes at the Propery which LESSOR demonstrates arises from the LESSEE’s improvements and/or LESSEE’s use of the Premises. LESSOR and LESSEE shall each be responsible for the payment of any taxes, levies, assessments and other charges imposed including franchise and similar taxes imposed upon the business conducted by LESSOR or LESSEE at the Property. Notwithstanding the foregoing, LESSEE shall not have the obligation to pay any tax, assessment, or charge that LESSEE is disputing in good faith in appropriate proceedings prior to a final determination that such tax is properly assessed provided that no lien attaches to the Property. Nothing in this Paragraph shall be construed as making LESSEE liable for any portion of LESSOR’s income taxes in connection with any Property or otherwise. Except as set forth in this Paragraph, LESSOR shall have the responsibility to pay any personal property, real estate taxes, assessments, or charges owed on the Property and shall do so prior to the imposition of any lien on the Property. LESSEE shall have the right, at its sole option and at its sole cost and expense, to appeal, challenge or seek modification of any tax assessment or billing for which LESSEE is wholly or partly responsible for payment. LESSOR shall reasonably cooperate with LESSEE at LESSEE’s expense in filing, prosecuting and perfecting any appeal or challenge to taxes as set forth in the preceding sentence, including but not limited to, executing any consent, appeal or other similar document. In the event that as a result of any appeal or challenge by LESSEE, there is a reduction, credit or repayment received by the LESSOR for any taxes previously paid by LESSEE, LESSOR agrees to promptly reimburse to LESSEE the amount of said reduction, credit or repayment. In the event that LESSEE does not have the standing rights to pursue a good faith and reasonable dispute of any taxes under this paragraph, LESSOR will pursue such dispute at LESSEE’s sole cost and expense upon written request of LESSEE. 8. USE; GOVERNMENTAL APPROVALS. LESSEE shall use the Premises for the purpose of constructing, maintaining, repairing and operating a communications facility and uses incidental thereto. A security fence consisting of chain link construction or similar but comparable construction may be placed around the perimeter of the Premises at the discretion of LESSEE (not including the access easement). All improvements, equipment, antennas and conduits shall be at LESSEE's expense and their installation shall be at the discretion and option of LESSEE. LESSEE shall have the right to replace, repair, add or otherwise modify its utilities, equipment, antennas and/or conduits or any portion thereof and the frequencies over which the equipment operates, whether the equipment, antennas,conduits or frequencies are specified or not on any exhibit attached hereto, during the Term. It is understood and agreed that LESSEE's ability to use the Premises is contingent upon its obtaining after the execution date of this Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or Local authorities as well as satisfactory soil boring tests which will permit LESSEE use of the Premises as set forth above. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Property with respect to the proposed use thereof by LESSEE. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) LESSEE determines that such Governmental Approvals may not be obtained in a timely manner; (iv) LESSEE determines that 4 any soil boring tests are unsatisfactory; (v) LESSEE determines that the Premises is no longer technically compatible for its use, or (vi) LESSEE, in its sole discretion, determines that the use the Premises is obsolete or unnecessary, LESSEE shall have the right to terminate this Agreement. Notice of LESSEE's exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by LESSEE, or upon such later date as designated by LESSEE. All rentals paid to said termination date shall be retained by LESSOR. Upon such termination, this Agreement shall be of no further force or effect except to the extent of the representations, warranties and indemnities made by each Party to the other hereunder. Otherwise, the LESSEE shall have no further obligations for the payment of rent to LESSOR. 9. INDEMNIFICATION. Subject to Paragraph 10 below, each Party shall indemnify and hold the other harmless against any claim of liability or loss from personal injury or property damage resulting from or arising out of the negligence or willful misconduct of the indemnifying Party, its employees, contractors or agents, except to the extent such claims or damages may be due to or caused by the negligence or willful misconduct of the other Party, or its employees, contractors or agents. 10. INSURANCE. a. Notwithstanding the indemnity in section 10, the Parties hereby waive and release any and all rights of action for negligence against the other which may hereafter arise on account of damage to the Premises or to the Property, resulting from any fire, or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the Parties, or either of them. These waivers and releases shall apply between the Parties and they shall also apply to any claims under or through either Party as a result of any asserted right of subrogation. All such policies of insurance obtained by either Party concerning the Premises or the Property shall waive the insurer's right of subrogation against the other Party. b. LESSEE will maintain at its own cost; i. Commercial General Liability insurance with limits not less than $1,000,000 for injury to or death of one or more persons in any one occurrence and $500,000 for damage or destruction to property in any one occurrence ii. Commercial Auto Liability insurance on all owned, non-owned and hired automobiles with a minimum combined limit of not less than one million ($1,000,000) per occurrence iii. Workers Compensation insurance providing the statutory benefits and not less than one million ($1,000,000) of Employers Liability coverage. 5 LESSEE will include the LESSOR as an additional insured on the Commercial General Liability and Auto Liability policies. c. LESSOR will maintain at its own cost commercial general liability insurance with limits not less than $1,000,000 for injury to or death of one or more persons in any one occurrence and $500,000 for damage or destruction to property in any one occurrence. LESSOR will include the LESSEE as an additional insured. d. In addition, LESSOR shall obtain and keep in force during the Term a policy or policies insuring against loss or damage to the Building with a commercially reasonable valuation, as the same shall exist from time to time without a coinsurance feature. LESSOR’s policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and earthquake unless required by a lender or included in the base premium), including coverage for any additional costs resulting from debris removal and reasonable amounts of coverage for the enforcement of any ordinance or law regulating the reconstruction or replacement of any undamaged sections of the Building required to be demolished or removed by reason of the enforcement of any building, zoning, safety or land use laws as the result of a covered loss, but not including plate glass insurance. 11. LIMITATION OF LIABILITY. Except for indemnification pursuant to Paragraphs 9 and 29, neither Party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 12. ANNUAL TERMINATION. Notwithstanding anything to the contrary contained herein, provided LESSEE is not in default hereunder beyond applicable notice and cure periods, LESSEE shall have the right to terminate this Agreement upon the annual anniversary of the Commencement Date provided that three (3) months prior notice is given to LESSOR. 13. INTERFERENCE. LESSEE agrees to install equipment of the type and frequency which will not cause harmful interference which is measurable in accordance with then existing industry standards to any equipment of LESSOR or other lessees of the Property which existed on the Property prior to the date this Agreement is executed by the Parties. In the event any after-installed LESSEE's equipment causes such interference, and after LESSOR has notified LESSEE in writing of such interference, LESSEE will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at LESSEE’s option, powering down such equipment and later powering up such equipment for intermittent testing. In no event will LESSOR be entitled to terminate this Agreement or relocate the equipment as long as LESSEE is making a good faith effort to remedy the interference issue. LESSOR agrees that LESSOR and/or any other tenants of the Property who currently have or in the future take possession of the Property will be permitted to install only such equipment that is of the type and frequency which will not cause harmful interference which is measurable in 6 accordance with then existing industry standards to the then existing equipment of LESSEE. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Paragraph and therefore, either Party shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific performance. 14. REMOVAL AT END OF TERM. LESSEE shall, upon expiration of the Term, or within ninety (90) days after any earlier termination of the Agreement, remove its building(s), antenna structure(s) (except footings), equipment, conduits, fixtures and all personal property and restore the Premises to its original condition, reasonable wear and tear and casualty damage excepted. LESSOR agrees and acknowledges that all of the equipment, conduits, fixtures and personal property of LESSEE shall remain the personal property of LESSEE and LESSEE shall have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable Laws (as defined in Paragraph 33 below). If such time for removal causes LESSEE to remain on the Premises after termination of this Agreement, LESSEE shall pay rent at the then existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed. 15. HOLDOVER. LESSEE has no right to retain possession of the Premises or any part thereof beyond the expiration of that removal period set forth in Paragraph 14 herein, unless the Parties are negotiating a new lease or lease extension in good faith. In the event that the Parties are not in the process of negotiating a new lease or lease extension in good faith, LESSEE holds over in violation of Paragraph 14 and this Paragraph 15, then the rent then in effect payable from and after the time of the expiration or earlier removal period set forth in Paragraph 14 shall equal to the rent applicable during the month immediately preceding such expiration or earlier termination. 16. RIGHT OF FIRST REFUSAL. If LESSOR elects, during the Term (i) to sell or otherwise transfer all or any portion of the Property, whether separately or as part of a larger parcel of which the Property is a part, or (ii) to grant to a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, with or without an assignment of this Agreement to such third party, LESSEE shall have the right of first refusal to meet any bona fide offer of sale or transfer on the same terms and conditions of such offer. If LESSEE fails to meet such bona fide offer within thirty (30) days after written notice thereof from LESSOR, LESSOR may sell or grant the easement or interest in the Property or portion thereof to such third person in accordance with the terms and conditions of such third party offer. For purposes of this Paragraph, any transfer, bequest or devise of LESSOR's interest in the Property as a result of the death of LESSOR, whether by will or intestate succession, or any conveyance to LESSOR’s family members by direct conveyance or by conveyance to a trust for the benefit of family members shall not be considered a sale of the Property for which LESSEE has any right of first refusal. 17. RIGHTS UPON SALE. Should LESSOR, at any time during the Term decide (i) to sell or transfer all or any part of the Property to a purchaser other than LESSEE, or (ii) to grant to 7 a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, such sale or grant of an easement or interest therein shall be under and subject to this Agreement and any such purchaser or transferee shall recognize LESSEE's rights hereunder under the terms of this Agreement. To the extent that LESSOR grants to a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE for the purpose of operating and maintaining communications facilities or the management thereof and in conjunction therewith, assigns this Agreement to said third party, LESSOR shall not be released from its obligations to LESSEE under this Agreement, and LESSEE shall have the right to look to LESSOR and the third party for the full performance of this Agreement. 18. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises. 19. TITLE. LESSOR represents and warrants to LESSEE as of the execution date of this Agreement, and covenants during the Term that LESSOR is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute this Agreement. LESSOR further covenants during the Term that there are no liens, judgments or impediments of title on the Property, or affecting LESSOR's title to the same and that there are no covenants, easements or restrictions which prevent or adversely affect the use or occupancy of the Premises by LESSEE as set forth above. 20. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between LESSOR and LESSEE and that no verbal or oral agreements, promises or understandings shall be binding upon either LESSOR or LESSEE in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing signed by the Parties or in a written acknowledgment in the case provided in Paragraph 3. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, in law or in equity. 21. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the Laws of the State in which the Property is located. 22. ASSIGNMENT. This Agreement may be sold, assigned or transferred by the LESSEE without any approval or consent of the LESSOR to the LESSEE's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LESSEE's assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of the 8 LESSOR, which such consent will not be unreasonably withheld, delayed or conditioned. No change of stock ownership, partnership interest or control of LESSEE or transfer upon partnership or corporate dissolution of LESSEE shall constitute an assignment hereunder. LESSEE may sublet the Premises within its sole discretion, upon notice to LESSOR. Any sublease that is entered into by LESSEE shall be subject to the provisions of this Agreement and shall be binding upon the successors, assigns, heirs and legal representatives of the respective Parties hereto. 23. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): LESSOR: LESSEE: d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 24. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representative, successors and assigns of the Parties hereto. 25. SUBORDINATION AND NON-DISTURBANCE. Delete the first sentence of this paragraph if SNDAs for all existing encumbrances are obtained prior to Lease execution. LESSOR shall obtain not later than fifteen (15) days following the execution of this Agreement, a Non-Disturbance Agreement, as defined below, from its existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At LESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by LESSOR which from time to time may encumber all or part of the Property or right-of-way; provided, however, as a condition precedent to LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, LESSOR shall obtain for LESSEE's benefit a non-disturbance and attornment agreement for LESSEE's benefit in the form reasonably satisfactory to LESSEE, and containing the terms described below (the “Non-Disturbance Agreement”), and shall recognize LESSEE's right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this Agreement beyond applicable notice and cure periods. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) agreement that, if Lender or its successor-in-interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) 9 acquires an ownership interest in the Property, Lender or such successor-in-interest or Purchaser will (1) honor all of the terms of the Agreement, (2) fulfill LESSOR's obligations under the Agreement, and (3) promptly cure all of the then-existing LESSOR defaults under the Agreement. Such Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, LESSEE will execute an agreement for Lender's benefit in which LESSEE (1) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of Lender, (2) agrees to attorn to Lender if Lender becomes the owner of the Property and (3) agrees to accept a cure by Lender of any of LESSOR's defaults, provided such cure is completed within the deadline applicable to LESSOR. In the event LESSOR defaults in the payment and/or other performance of any mortgage or other real property interest encumbering the Property, LESSEE, may, at its sole option and without obligation, cure or correct LESSOR's default and upon doing so, LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders of such mortgage or other real property interest and LESSEE shall be entitled to deduct and setoff against all rents that may otherwise become due under this Agreement the sums paid by LESSEE to cure or correct such defaults. 26. RECORDING. LESSOR agrees to execute a Memorandum of this Agreement which LESSEE may record with the appropriate recording officer. The date set forth in the Memorandum of Lease is for recording purposes only and bears no reference to commencement of either the Term or rent payments. 27. DEFAULT. a. In the event there is a breach by LESSEE with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, LESSOR shall give LESSEE written notice of such breach. After receipt of such written notice, LESSEE shall have fifteen (15) days in which to cure any monetary breach and thirty (30) days in which to cure any non-monetary breach, provided LESSEE shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LESSEE commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. LESSOR may not maintain any action or effect any remedies for default against LESSEE unless and until LESSEE has failed to cure the breach within the time periods provided in this Paragraph. b. In the event there is a breach by LESSOR with respect to any of the provisions of this Agreement or its obligations under it, LESSEE shall give LESSOR written notice of such breach. After receipt of such written notice, LESSOR shall have thirty (30) days in which to cure any such breach, provided LESSOR shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LESSOR commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. LESSEE may not maintain any action or effect any remedies for default against LESSOR unless and 10 until LESSOR has failed to cure the breach within the time periods provided in this Paragraph. Notwithstanding the foregoing to the contrary, it shall be a default under this Agreement if LESSOR fails, within five (5) days after receipt of written notice of such breach, to perform an obligation required to be performed by LESSOR if the failure to perform such an obligation interferes with LESSEE’s ability to conduct its business on the Property; provided, however, that if the nature of LESSOR’s obligation is such that more than five (5) days after such notice is reasonably required for its performance, then it shall not be a default under this Agreement if performance is commenced within such five (5) day period and thereafter diligently pursued to completion. 28. REMEDIES. Upon a default, the non-defaulting Party may at its option (but without obligation to do so), perform the defaulting Party’s duty or obligation on the defaulting Party’s behalf, including but not limited to the obtaining of reasonably required insurance policies. The costs and expenses of any such performance by the non-defaulting Party shall be due and payable by the defaulting Party upon invoice therefor. In the event of a default by either Party with respect to a material provision of this Agreement, without limiting the non-defaulting Party in the exercise of any right or remedy which the non-defaulting Party may have by reason of such default, the non-defaulting Party may terminate the Agreement and/or pursue any remedy now or hereafter available to the non-defaulting Party under the Laws or judicial decisions of the state in which the Premises are located; provided, however, LESSOR shall use reasonable efforts to mitigate its damages in connection with a default by LESSEE. If LESSEE so performs any of LESSOR’s obligations hereunder, the full amount of the reasonable and actual cost and expense incurred by LESSEE shall immediately be owing by LESSOR to LESSEE, and LESSOR shall pay to LESSEE upon demand the full undisputed amount thereof with interest thereon from the date of payment at the greater of (i) ten percent (10%) per annum, or (ii) the highest rate permitted by applicable Laws. Notwithstanding the foregoing, if LESSOR does not pay LESSEE the full undisputed amount within thirty (30) days of its receipt of an invoice setting forth the amount due from LESSOR, LESSEE may offset the full undisputed amount, including all accrued interest, due against all fees due and owing to LESSOR until the full undisputed amount, including all accrued interest, is fully reimbursed to LESSEE. 29. ENVIRONMENTAL. a. LESSOR will be responsible for all obligations of 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 conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the Property, unless such conditions or concerns are caused by the specific activities of LESSEE in the Premises. b. LESSOR shall hold LESSEE harmless and indemnify LESSEE from and assume all duties, responsibility and liability at LESSOR's sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, 11 forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: a) 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 concerns or conditions as may now or at any time hereafter be in effect, unless such non-compliance results from conditions caused by LESSEE; and b) any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Property or activities conducted thereon, unless such environmental conditions are caused by LESSEE. 30. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days, then LESSEE may, at any time following such fire or other casualty, provided LESSOR has not completed the restoration required to permit LESSEE to resume its operation at the Premises, terminate this Agreement upon fifteen (15) days prior written notice to LESSOR. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. Notwithstanding the foregoing, the rent shall abate during the period of repair following such fire or other casualty in proportion to the degree to which LESSEE’s use of the Premises is impaired. 31. CONDEMNATION. In the event of any condemnation of all or any portion of the Property, this Agreement shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever occurs first. If as a result of a partial condemnation of the Premises or Property, LESSEE, in LESSEE’s sole discretion, is unable to use the Premises for the purposes intended hereunder, or if such condemnation may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days, LESSEE may, at LESSEE’s option, to be exercised in writing within fifteen (15) days after LESSOR shall have given LESSEE written notice of such taking (or in the absence of such notice, within fifteen (15) days after the condemning authority shall have taken possession) terminate this Agreement as of the date the condemning authority takes such possession. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the equipment, conduits, fixtures, its relocation costs and its damages and losses (but not for the loss of its leasehold interest). Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement. If LESSEE does not terminate this Agreement in accordance with the foregoing, this Agreement shall remain in full force and effect as to the portion of the Premises remaining, except that the rent shall be reduced in the same proportion as the rentable area of the Premises taken bears to the total rentable area of the Premises. In the event that this Agreement is not terminated by 12 reason of such condemnation, LESSOR shall promptly repair any damage to the Premises caused by such condemning authority. 32. SUBMISSION OF AGREEMENT/PARTIAL INVALIDITY/AUTHORITY. The submission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement. Each of the Parties hereto warrants to the other that the person or persons executing this Agreement on behalf of such Party has the full right, power and authority to enter into and execute this Agreement on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Agreement. 33. APPLICABLE LAWS. During the Term, LESSOR shall maintain the Property in compliance with all applicable laws, rules, regulations, ordinances, directives, covenants, easements, zoning and land use regulations, and restrictions of record, permits, building codes, and the requirements of any applicable fire insurance underwriter or rating bureau, now in effect or which may hereafter come into effect (including, without limitation, the Americans with Disabilities Act and laws regulating hazardous substances) (collectively “Laws”). LESSEE shall, in respect to the condition of the Premises and at LESSEE’s sole cost and expense, comply with (a) all Laws relating solely to LESSEE’s specific and unique nature of use of the Premises (other than general office use); and (b) all building codes requiring modifications to the Premises due to the improvements being made by LESSEE in the Premises. 34. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. 35. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals the day and year first above written. LESSOR: By: 13 WITNESS Its:_______________________________ ______________________________ Date: _______________________________ LESSEE: By: WITNESS Its: ________________________________ ______________________________ Date: 06/23/14 1 Exhibit "A" (Sketch of Premises within Property) 106871234v2 LIMITED WAIVER OF USE RESTRICTION AND CONSENT TO LEASE The City of Lake Elmo (the “City”), a Minnesota municipal corporation, is the owner of the real property legally described on Exhibit “A”, attached hereto (the “City Property”). 3M Company, a Delaware corporation ("3M"), is the owner of the real property described on Exhibit "B", attached hereto (the "Adjacent Property"). Pursuant to Exhibit C of that certain Limited Warranty Deed (the "Deed") conveying the City Property from 3M to the City, dated June 10, 2005, and recorded on December 9, 2005, as Document No. 1163065 in the Office of the Registrar of Titles for Washington County, Minnesota, the City Property may be used solely for the development and operation of a water tower and public works facility for storage of yard, salt and sand materials and equipment unless such other purpose is approved by 3M, as owner of the Adjacent Property. The City desires to lease a portion of the City Property to Verizon Wireless (VAW) LLC d/b/a Verizon Wireless ("Verizon Wireless") for the purpose of constructing, maintaining, repairing and operating a communications facility, and uses incidental thereto, for use by Verizon Wireless and other wireless communications carriers (the "Verizon Wireless Communications Facility"). 3M hereby waives the use restriction under the Deed with respect to the Verizon Wireless Communications Facility and consents to the leasing of a portion of the City Property to Verizon Wireless as described herein. [The remainder of this page left blank intentionally. Signature page follows.] 106871234v2 SIGNATURE PAGE TO CONSENT TO LEASE 3M COMPANY By: Name: Title: Date: STATE OF MINNESOTA ) ) ss. COUNTY OF __________ ) The foregoing instrument was acknowledged before me this ___day of ____________, 2015 by ___________________, the Chief Manager of 3M Company, a Delaware corporation, on behalf of the corporation. __________________________________________ Notary Public Exhibit "A" Page 1 of 1 106871234v2 Exhibit "A" Exhibit "B" Page 1 of 1 106871234v2 Exhibit "B" [3M TO PROVIDE LEGAL DESCRIPTION OF ADJACENT PROPERTY]