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Res 1345 - Sprint Lease Wtr Twr COUNCIL BILL NO. 1700 RESOLUTION NO. 1345 A RESOLUTION ENTERING INTO AN AGREEMENT WITH SPRINT SPECTRUM LIMITED PARTNERSHIP TO LEASE SPACE ON CITY WATER TOWER STRUCTURES AND AUTHORIZING THE MAYOR TO SIGN SAID AGREEMENT. WHEREAS. Sprint Spectrum L.P. has negotiated an agreement to lease space on city water tower structures for placement of antenna, and WHEREAS. the city has determined that it is advantageous and proper to lease space on the water tower structures; NOW THEREFORE THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into a lease agreement with Sprint Spectrum Limited Partnership to lease space on city water tower structures. Said agreement is attached hereto and by this reference incorporated herein. Section 2. That the Mayor of the City of Woodburn is authorized to sign said agreement on behalf of the city. Approved as to for.::'! I ({'fr ~ City Attorney ~j'l1110 Date l Passed by the Council Submitted to the Mayor March 25, 1996 March 26, 1996 Approved by the Mayor March 26, 1996 Filed in the Office of the Recorder ~1arch 26, 1996 ATTEST: fY\~~~ Mary nnant, Recor er City of Woodburn, Oregon Page 1 - COUNCIL BILL NO. 1700 RESOLUTION NO. 1345 __~".__'""~~.~''''~''''''''''''_''_''_''''.''''''_''C_W'''.___'_'''''~''''''","~_,..,..~....,=.~"."'C~_"",,,~....... 12-1 a...as Version 2.0- Site Nam )ODBURN pes SITE AGREEMENT Site I. D.: 077A: POR.014.1S.3.4 1. Premises and Use. Owner leases to Sprint Spectrum l.P., a Delaware limited partneBhip ("SSLp"), the site clescrilled below: {Check apptOPtiate box(es)) o Real property consisting of apprl)1Cmately o Building interior space consisting ct approximately o Building exteriOr space for attachrrent of antennas; Ii!I Building exterior space for placerrent of base station equipment; o Tower antenna space; Ii!I Space ~ for cable runs to ccnnecl PCS equipment and antennas, in the locatiOn(s) ("Site") shown on EJchibit A. together with a non-exdusive easement for reasonable access thereto and to tne appropriate, in the disaetion of SSLP, source of eIedric: and telephone facilities. The Site will be used by SSLP for the purpose of installing, removing, replacing, maintaining and operating, at its expense, a personal communications service system facility ("PCS"), incIudng, without linitation, related antenna equipment and fixtures. SSLP wiD use the Site in a manner which will not unreasonably disturb the occupanc:y of Owner's other tenants 2. Tenn. The term of this Agreemen: (the "Initial Term") is five years, commencing on the date ("Commencement Date") SSLP signs this Agreement This Agreement will be automaticaUy ~~ed for three addoonal terms (each a 'Renewal Term") of five years each. unless provides -....r:1Otice of intention not to renew not less than 90 days prior to the expiration of the Initial T eM! or any Renewal Term. 3. Rent. Rent In the amount of $12.000.00 will be paid annually beginning the earlier of (a) the date which is thirty (30) days after the issuance of a building permit for the installation of the PCS, or (b) the first day ct the month following commencement of physical pteparation of the Site. Thereafter". the annual rent will be paid on or before each anniversary of the Commencement Date, partial years to be prorated. In the event that another telecommunications carrier CJltocates on the Site, SSLP's rent will be reduced by twenty five percent (25%). 4. TltIe and Quiet Possession. ~r represents and agrees (a) that it is the Owner of the Site; (b) that it has the right to enlef into this Agreement; (c) that the person signing this Agreement has the authority to sign: (d) that SSLP is entitled to access to the Site at all limes and to the quiet possession of !Ie Site throughout the Initial Term and each Renewal Term so long as SSLP is not in default beyond the expiration of any cure period; and (e) that Owner shall not have unsupeMsed access to the Site or to the PCS equipment 5. Assignment/Subletting. SSLP wil not assign or transfer this Agreement or sublet all or any portion of the Site without the prior written consent of Owner, which consent will not be unreasonablY withheld, delayed or txlnditioned; provided, however, SSLP may assign or sublet withoUt Own81's prior written CJl'lsent to any party controlling, controlled by or under common control with SSLP or to any party which acquires substantially all of the assets of SSLP. 6. Notices. All notices must be in wTiting and are effective when deposited in the U.S. mail, certified and postage prepaid. ce when sent via ovemight delivery, to the addreSS set forth below, or as otherwise provided ~ law. 7. Impl'OYements. SSLP may, at its expense, make such improvements on the Site as it deemS necessary from time to time for the operation of a transmitter site for wireless voice and data communications. Owner agees to cooperate with SSLP with respect to obtaining any requiled zoning approvals for tne Site and such improvements. Upon termination or expiration of this Agreement, SSLP ~ remove its equipment and improvements and will restore the Site to the condition exis;2ng on the Commencement Date, except for ordinary wear and tear. I. CoIT\lllIance with Laws. Owner lePl"esents that Owner's property (mduding the Site), and aU improvements located theIeon, are in substantial compliance with building, Iifelsafety, disability and other laws. codes and regulations of applicable governmental aulhorilies. SSLP will substantially comply with all applicable laws. relating to its possession and use of the Site. 9. Interference. SSLP will resolve 1echnical interference problems with other equipment located at the Site on the Commencement Date or any equipment that becomes attachecI to the Site at any future date when SSLP desires to add additional equipment to the Site. Ukewise, Owner will not permit the ,"stallation of any Mure equipment which results in technicCll interfP.rence problems with SSLP's then existing equipment 10. utilities. Owner represents tllal: utilities adequate for SSLP's use of the Site are available. SSLP will pay for all utiliteS used by it at the Site. Owner will cooperate with SSLP in SSLP's efforts to obtain l1ilities from any location provided ~ Owner or the servicing utility. square feet of land; square feet; * either party 9 :\portland\leasing\sp-077 a\wocdburn\pcsagsht.doc ..... .~'-".-~""'..+--,...^'.""',.~..-....--,~.~~'~,.-.._'-.~. '''''.,~._~ <.,"~...-* ""_"'~~~d.~..__".......",,,,"-'-"""''''''''_~''''''''''-=_ 11. Tennlnatlon. SSLP may teminate this Agreement at any time by nctice to Owner without further liability if SSLP does not obtain all permits or other approvals (collectively. .approval") required from any gcMmmental autholIty or any easements required from any third party to operate the PCS sysIem, or if any such approval is canceled. expires or is withdrawn or terminated, or if Owner fails to have proper ownership of the Site or authority to enter into this Agreement. or if SSLP, for any other reason, in its SOle discretion. determines that it win be unable to use the Site for its intended purpose. Upon termination. all prepaid rent shall be retained br Owner. 12. Default. If either party is In default under this Agreement for a peliod rA (a) 10 days following receipt of notice from 1he norHiefaulting party with respect to a defal.dt which may be cured solely by the payment d money, or (b) 30 days following receipt rA notice from the ~ulting party with respect to a default which may not be cured solely by the payment of money, then, in ... event, the non-def8ulting party may pursue any remedies available to It against .. defaulting party under applicable law, inc:IucIing, but not limited to, the right to Iiern1inIIIllis Agreement If the non-monetary default may not reasonably be cured within a 30 *" period, this Agreement may not be terminated if the defaulting party commences ac:tion to cure the default within such 30 day period and proceeds with due diligence to ~ cure the default 13. Indemnity. Owner and SSLP each indemnifies the other against and OOids the other harmless from any and all c:osIs fll1Cluding reasonable attomeys fees) and claims of liability or loss which arise out d.. use and/or occupancy of the Site by the indemnifying party. This indemnity does not apply to any dairns arising from the sole negligence or intentional misconduct of the ilodoM1I~fied party. 14. Hazardous Substances. Owner represents that It has no knowledge of any substance, chemical or waste (collectively, .substance") on the Site that is identified as hazardous, toxic or dangerous in MY applicable federal, state or local law or regulation. SSLP shall not introduce or use any such substance on the Site in violation of any applicable law. 15. Subordination and ~rbance. This Agreement is suborOinate to any mortgage or deed of trust now 01 record against the Site. However, ~ after this Agreement is fully executed, o..r will request the holder of any such ~e or deed of trust to execute a norwlistl.la.tce agreement and Owner will cooperate with SSLP toward such end to the extent I1al such cooperation does not cause Owner additional financial liability or administrative expense. 16. Miscellaneous. (a) This Agreement applies to and binds the heirs. successors, executors, administrators and assigns of the parties to this Agreement (b) This Agreement is govemed by the lIIws of the State in which the Site is located; (c) If requested by SSLP, Owner agrees promptly to execute and deliver to SSLP a recordable Memorandum of this Agreement in the form of Exhibit B; (d) This Agreement (:ncluding the Exhibits) constitutes the entire ..,eernent between the parties and supersedes all prior written and verbal agreements. nlp'esentations, promises or understandings between the parties. Any amendments to 1his Agreement must be in writing and executed by both parties; (e) If any provision of \his Agreement is invalid or unenforceable with respect to any party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, will not be affected and each provision of this Agreement will be valid and enforceable to the fullest extent permitted by law; and (f) The pAMliHng party in any action or proceeding in court or mutually agreed upon arbitration proceeding to enforce the terms of this Agreement is entitled to receive its reasonable aItomeys' fees and other reasonable entor.:ernent costs and expenses from the non-prevaiIing party. The following Exhibits are attached to and made a part of this Agreement Exntbit A. Band C. OWNER: CITY OF VYOODBURN, a municill I co By: ~~~ Its: NANCY A. KIRKS , YOR, CITY OF WOODBURN S.S.lTax No.: 93-6002282 Address: 106 Broadway, WOodbum, OR 97071 Date: March 26. 1996 SPRINT SPECTRUM LP., a Delaware limited partnership By: Its: Address: mo S.W. Mohawk, Bldg. .F", Tualatin, OR 97062 Date: 3/14/96 8:12 AM Vers, J 12.18-95 EXHIBIT A* Site Name: WOODBURN Site Description Site I,D,: 077A: POR.014.1S.3.4 Site situated in the City of Woodburn, County of Marion, State of Oregon commonly described as follows: 106 Broadway Legal Oesaiption: Beginning at the northwest corner of Lot 1, Block 8 in said Woodburn Packing Company's Addition; thence North 19000' West 25.00 feet to a point; thence South 41015' West 87,60 feet to a point, distant 30 feet North 410 is', East from the southwesterly line of Aid Block 6 as shown on the duly recorded plat of Woodburn Packing Company's Addition; thence Southeasterly on a curve to the right having a radius of 241,97 feet (tangent to said curve at last mentioned point bears South 78019'39" East 24.29 feet) an arc distance of 24,30 feet to a point; thence North 41015' East 64,28 feet to the point of beginning, containing an arc of 1643 square feet, more or less, Sketch of Site: Vt100DBURN PS-fTT/POLt.c.tU4 \=_-..s;ac.- \ _ -a.- - ..~-twa.-..~iWT- ..::::..1.""'ALT~;;r--- - - . _ co;;;;;..i";" c.....~ - . -~-:""".~-~ - ~~ . ~ =rAW.... - -- - :. --' - - \ \ --Uo....a.-..._-=~- ~ ~",,"':';';;:i..c.,o..-..-.=-~ _~ .....__ ___h_.-:-_\_. \ \ \ \ ._ . _.---e Q~-=:E"'" aT..... . ...0 u1i:"cl"ii:il--=--:- - .. .. . lb'.'-CO~-' ~-- E""'UI~"'."'T p....o-- ~L-'=-ci'i-.~ -l:.,. ..,..... ~- Ft....,N..~_~":' _.- _~=Co",,;').:i.:.A.4.. c""..~...,....~..-- ~T.T.....C:....Q ,... 'T1t........~ - ~ _ . LMS _..,.fC.. 3T~NC:&'S" S'T"U-C- ~o.~N4""~a.:.Dii:i. .....--.:==::.. --=.c..:_s" - -.-- Owner Initials ~ fi ~ SSLP Initials Note: Owner and SSLP may, at SSLP's option, replace this Exhibit with an exhibit setting forth the legal description of the property on which the Site is located and/or an as~uilt drawing depicting the Site. -[Use this Exhibit A for PCS Site Agreement, Memorandum of pes Site Agreement, Option Agreement and Memorandum of Option Agreement.] g:\portland\leasing\sp-077 a\woodbum\pcsagsht.doc 2 3/14/96 8:12 AM T-..- ._~"-".._----_._---_.._- ..-.-- . , .,-... , ! Version 2.0 EXHIBIT B 12-18-95 Site Name: WOODBURN PCS Site Agreement Memorandum of PCS Site Agreement Site I, D,: 077 A : POR,014.15.3,4 Thii.rnemorandum evidences that a lease was made and entered into by written PCS Site Agreement dated Ma rc h 26, , 19~b, between CITY OF WOODBURN, a municipal corporation of the State of Oregon ,Owner") and Sprint Spectrum L.P., a Delaware limited partnership rSSlP"), the tenns and conditions of which are incorporated herein by reference. Such Agreement provides in part that Owner leases to SSLP a certain site rSite"} located at 106 Broadway, City ofVVoodbum. Counly of Marion. State of Oregon, within the property of Owner which is described in Exhibit A attached hereto, with grant of easement for unrestricted. rights of access thereto and to electric and telephone facilities for a tenn of five (5) years commencing on Apr11 1 , 19-9.6which term is subject to three (3) additional five (5) year extension periods by SSlP. IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year first above written. "OWNER" CITY OF WOODBURN, a municipal corporation of the State of Oregon By --71 ~ <<~- Name: NANCY A. KIRKS / "SSLP" Sprint Spectrum L.P., a Delaware limited partnership By: Name: Title: MAYOR, CITY OF WOODBURN Title: Address: 106 Broadway, Woodbum, OR 97071 Address: 7770 S.W. Mohawk, Bldg. -P, Tualatin, OR 97062 Owner Initials /'/ f-1 k SSlP Initials Attach Exhibit A - Site Description g:\portland\leasing\sp-077a\woodbum\pcsagsht.dOC 3 3/14/96 8:12 AM __............~.__~.._"._......""".'<-..._.,....___....c_ ._._._...._..__,_.._._""-,-....,._._.."~ _.__.~"--"'....,,,_._.".-'.~.~~..- , I ,