Res 1349 - Sprint Lease Wtr Twr
COUNCIL BILL NO. 1705
RESOLUTION NO. 1349
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,and
WHEREAS, Resolution No. 1345 was passed by the Council authorizing entering into
an agreement which has now been modified; NOW THEREFORE
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. That resol ution No. 1345 is repealed.
Section 2. 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 3. That the Mayor of the City of Woodburn is authorized to sign said
agreement on behalf of the city.
Approved as to form~~ ~
City Attorney
'-1- L( ~ 9~
Date
APPROVED: L_;J;ij~~ -c.?~) 9f~::'-?1
Nancy A.A<1rksey, Mayqi
Passed by the Council
April 8, 1996
Submitted to the Mayor
April 10, 1996
Approved by the Mayor
Filed in the Office of the Recorder
April 10, 1996
April 10, 1996
ATTEST: (Vl~-~+
~nant, Recorder
City of Woodburn, Oregon
Page 1 - COUNCIL BILL NO. 1705
RESOLUTION NO. 1349
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s. Name: WOOOBURN
r;'7A : POR014.15.3.4
PCS Site Agreement
Site I. D.:
Memorandum of PCS Site Agreement
-...s meilOrandum evidences that a lease was made and entered into by written pes Site Agreement
aited .:1,pril 10 ,1996, between CITY OF WOODBURN, a municipal corporation of the State of
:regon ("Owner") and Sprint Spectrum L.P., a Delaware limited partnership ("SSLPj, the terms and
c:nditions of ~ are incorporated herein by reference.
S-d1 Ag-eement provides in part that Owner leases to SSLP a certain site ,Sitej located at 106 Broadway,
:tv cA Wxldbum. Cot.rlty of Marion, State of Oregon, within the property of Owner which is described in Exhibit A
atachec hereto. with grant of easement for unrestricted rights of access thereto and to electric and
T:!ephoT"le facilit:es for a term of five (5) years commencing on April 10 , 19...2.6 which term is
s.oject tJ three (3) additional five (5) year extension periods by SSLP.
I'. W1Tf\::SS V,HEREOF, the parties have executed this Memorandum as of the day and year first above
WTtten
"OWNER"
::TY OF WOODBURN, a municipal corporation of the State of Oregon
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llOime: NANCY A. KIRKSEY
-tle: MAYOR, CITY OF WOODBURN
kdress 106 Broadway, Woodburn, OR 97071
!!ailinq address: 270 Montqomery Street, Woodburn, Oreqon 97071
''SSLP''
S:rint s.."'eCtrum LP" a Delaware limited partnership
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t1ame:
-tie:
~dre~ 7770 SW. Mohawk, Bldg. "F", Tualatin, OR 97062
~ch EJ.."libit A . Site Description
S:' PORT ..AND\LEASING\PS-077 A\WOODBURN\MOA. DOC
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STATE OF nREGO~
COUNTY OF tv1A-fC./ o~
The foregoing instrument was acknowledged before me this
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/ fJ.,;c-1
NltllJc{ A. ;(,RKSE Y
day of
(i;;::rK_~___________...______'\r__________..........-...............__-.. El by
M4"Of?~
of 1/1€ (117'-/ if V\hCMuR. f.,j
the "Corporation,
~::-------______I___.______I____~Za"~_.~__~81~~KYYY~
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(AFFIX NOTARIAL SEAL) (OFFIC TARY SIGNATURE)
~~. NOTARYPUBLlC-STATEOF {./eE:~CI'J
as
.a
ri1 uIV Ie I ML
corporation. on behalf of
OFFICIAL SEAL
KAY L. VESTAL
NOTARY PUBLIC-OREGON
COMMISSION NO. 025549
('I AUG, e, 1997 0
Y)
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this
.19_.
day of
o by
. 0 by
, as
of
the corporation,
by
,a
corporation. on behalf of
, partner
. a partnership.
(or
agent)
on
behalf
of
(AFFIX NOTARIAL SEAL)
(OFFICIAl NOTARY SIGNATURE)
NOTARY PUBlIC-STAiE OF
My commission expires:
(PRINTED, TYPED OR STAMPED NAME OF NOTARY)
COMMISSION NUMBER:
G:\PORTLAND\LEASING\PS-077 A\WOODBURN\MOA.DOC
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EXHIBIT A*
12-18-95
SIR Name: WOODBURN
Site Description
Site I. D.: onA: POR.014.15.3.4
SitE situated in the City of Woodburn, County of Marion. State of Oregon commonly described as follows:
1 De 3roadway
le;sl Description:
Besinnlng at the northwest comer of Lot 1, Block 8 in said Woodburn Packing Company's Addition; thence North 19000' West
2S.ro feet to a point; thence South 41015' West 87.60 feet to a point, distant 30 feet North 41015'. East from the southwesterly
lint of said Block 6 as shown on the duly recorded plat of Woodburn Packing Company's Addition; thence Southeasterly on
a c:..rie to the right having a radius of 241.97 feet (tangent to said curve at last mentioned point bears South 78019'39" East
24.:'9 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 It'C of 1643 square feet, more or less.
Skffi:h of Site:
Vt100DBURN
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Ow-er Initials
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SS_:l Initials
NCdI: 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
Ioced and/or an as-built drawing depicting the Site.
"[US! this Exhibit A for PCS Site Agreement, Memorandum of pes Site Agreement, Option Agreement and Memorandum of Option Agreement.]
9 '\P:rtland\leasing\sp-077a\woodburn\pcsagsht.doc
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Site Name:
)BURN
pes SITE AGREEMENT
Site I. D.: 077A: POR.014.1S.3.4
1. PrMliMs and Use. Owner leases to Sprint SpectJUm, a Delaware limited partnership
("SSlP"). \he ... described below:
(Chec:Ic appropriate bol'(esJ]
o Real poperty consisting of approximately square feet of land;
o Building IntIIrior space consisting of approximately square feet;
o Building exterior space for attachment of antennas;
Ii1J BulIding ex1IIIrior space for placement of base station equipment;
o Tower antenna space;
Ii1J Space required for cable runs to connect PCS equipment and antennas,
in \he location(a) ("Sitej shown on Exhibit A, together with a non-exdusive easement for
reasonable access lhereto and to the appropriate, in the discretion of SSLP, source of
eIec:tric and telephone facilities, The Site will be used by SSLP for \he purpose of installing,
removing, replacing, maintaining and operating, at its expense, a personal convnunlcatlons
service system facility ("PCSj, Including, without limitation, related antenna equipment and
fixtures, SSLP will use the Site in a manner which will not unreasonably disturb the
occupancy of Owner's other tenants,
2. Term, The \erm of this Agreement (the .Initial Termj is five years, c:ommenc:Ing on the
date ("Convnencement Datej SSLP signs this Agreement. This AglMmellt will be
automatically renewed for three additional terms (each a .RenewaI Termj of five years
each, un\eu SSLP provides owner notice of intention not to ~ not less than 90 days
prior to expiration of the inllial \erm or unless either party (SSLP or Owner) provides notice
to the other party of intention not to renew not less than 90 days prior to expiration of the
renewal terms (at 10 year, 15 year and 20 year points).
3. Rent. Rent in the amount of $12,000,00 will be paid annually begiMing the earlier of
(a) the date which is thirty (30) days after the issuance of a building permit for the
instdallon of the PCS, or (b) the first day of the month following oommellcement of
physical preparation of the Site. Thereafter, the annual rent win be paid on or befOre each
anniversary of the Commencement Date, partial years to be prorated. In the event that
another teIeconvnunications carrier collocates on the Site, SSLP's rent will be reduced by
twenty five percent (25%)..
4. TIUe and Quiet Possenlon, Owner represents and agrees (a) that it is the Owner of
the Site; (b) that it has the right to enter into this Agreement; (e) that the person signing this
Agreement has the authority to sign; (d) that SSLP is entiUed to access to the Site at all
times and to the quiet possession of the Site throughout the Initial Term and each R_I
Term 10 long as SSLP is not in default beyond the expiration of any cure period; and
(e) that Owner shall not have unsupervised access to the Site or to the PCS equipment
5. AulgnmentlSublettlng, SSLP will not assign or transfer this Agreement or sublet all or
any portion of the Site without the prior written consent ot Owner. which c:onMnt will not be
unreasonably withheld, delayed or condilionecl; provided, however, SSLP may assign or
sublet without Owner's prior written consent to any party controlling, controlled by or under
common control with SSLP or to any party which acquires substanlialy all of the assets of
SSLP.
6. Notices. All notices must be in writing and are effective when deposited in the U.S.
mail, certified and postage prepaid, or when sent via ovemight delivery, to the address set
forth below, or IS otherwise provided by law.
7, Improvements. SSLP may, at its expense, make such ilTlplOYel'l1ents on the Site as it
deems necessary from time to time for the operation of a transmitter lite for wireless wIce
and data communications. Owner agrees to cooperate with SSLP with respect 10 obtaining
any required zoning approvals for the Site and such improvements, Upon termination or
expiration of this Agreement, SSLP may remove its equipment and improvements and will
restore the Site to the condition existing on the Commencement Date, except for ordinary
wear and tear.
a. Compliance with la_. Owner represents that Owner's property (mcIud1ng the Site),
and all improvements located thereon, are in substantial compliance with building,
lifelsafety, disability and other laws, codes and regulations of applicable governmental
authorities. SSLP will substantially comply with all applicable laws relating to its
possession and use of the Site,
9. Interference. SSLP will resolve technical interlerence ptObIems with other equipment
located at the Site on \he Commencement Dale or any equipment that becomes attached
to the Site at any future date when SSLP desires to add additional equipment 10 \he Site,
Ukewise, Owner will not permit the installation of any Mure equipment which results in
technical interference problems with SSLP's then existing equipment
10, Utilities. Owner represents that utilities adequate for SSLP's use of the Site are
available. SSLP will pay for all utilities used by it at the Site. Owner will cooperate with
SSLP in SSLP's efforts to obtain utilities from any location provided by Owner or the
servicing utility.
g:\portland\leasing\sp-077 a\woodburn\pcsagsht.doc
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12-18-95
11. Tennlnatlon, SSLP may terminate this Agreement at any time by nolic:e to Owner
without further liability if SSLP does not obtain d permI\s or other approvals (colIedIveIy,
.approval") required from any governmental authortty or any easements required from any
third party to operate the PCS system, or if any such approval is c:anceled, expires or is
withdrawn or terminated, or if Owner fails to have proper 0WI1er$h\p ot the Site or authority
to enter into this Agreement, or if SSLP, for any other reason, in its sole disaetion,
determines that it wiD be unable to use the Site for its intended purpose, Upon tennination,
all prepaid rent shall be retained by Owner,
12. Default. If either party is in default under this Agreement for a period of (a) 10 days
following receipt of notice from the ~Iting party with respect to a default which may
be cured solely by the payment ot money. or (b) 30 days following receipt of notice from
the non.defaulling party with respect to a default which may not be cured solely by the
payment ot money, then, in either event, the non-defaulling party may pursue any
remedies available to it against the defaulling party under applicable law, including, but not
limited to, the right to terminate this Agreement If the non-monetary default may not
reasonably be cured within a 30 clay period, this Agreement may not be terminated if the
defaulting party commences action to an the default within such 30 clay period and
proceeds with clue diligence to fully an the default
13. Indemnity, Owner and SSLP each indemnifies the other against and holds the other
harmless from any and all costs (InCluding reasonable attorneys fees) and claims of
liability or loss which arise out of the use and/or occupancy of the Site by the indemnifying
party, This indemnity does not apply to any c1ailT1$ arising from the sole negligence or
intentional misconduct of the Indemnified party,
14. Hazardous Substllnces, Owner represents that it has no knowledge of any
substance, c:hemicaJ or waste (coIleclive1y, .substancej on the Site that is identified as
hazardous, toxjc or dangerous in any applicable federal. state or local law or regulation.
SSLP shall not introc:Iuce or use any such substance on the Site in violation of any
applicable law.
15. Subordination and Non-Dlsturbance. This Agreement is subordinate to any
mortgage or deed of trust now of record against the Site. However, promptly after this
Agreement is fuIiy executecl. Owner will request the holder of any auc:h mortgage or deed
ot trust to execute a non-disturbance agreement and Owner will cooperate with SSLP
toward such end to the extent that 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 governed by the laws of the State in which the Site is located: (e) 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 (including the
Exhibits) constitutes the entire agreement between the parties and SUpersedes all prior
written and verbal agreements, representations, promises or understandings between the
parties. Any amendments to this Agreement must be in writing and executed by both
parties; (e) If any provision of this 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 prevailing party in any action or proceeding in court or
mutually agreed upon arbitration proceeding to enforce the terms of this Agreement is
entitlecl to receive its reasonable attorneys' fees and other reasonable enforcement costs
and expenses from the non-prevailing party.
The following Exhibits are attac:hed to and made a part of this Agreement Exhibit A, e, C
andD.
OWNER: CITY OF \/\/OODBU N a municipal corporation of the State of Oregon
By:
Its: NANCY A. KIRK , MAYOR. CITY OF \NO DBURN
S,SJTax No.: <=; 3 - (, 00.;l ~ 'g do..
A~: 106 ~' Woodburn, OR 97071
~~~ ORe;'(hi70 ,,~tq~~ S'0
SPRINT SPECTRUM, a Delaware limited partnership
By:
Its:
Address: 7770 SW. Mohawk, Bldg. .F., Tualatin, OR 97062
Date:
3/14/96 8;12 AM
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Versio-: ,,_0
EXHIBIT A *
12~18-95
Site Name: WOODBURN
Site Description
Site I. D.: onA: POR.014.15.3.4
Site stuated in the City of Vloodbum, County of Marion, State of Oregon commonly described as follows:
106 B-oadway
Legal Desaiption:
Begiming at the northwest comer 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 southwester1y
line 01 said Block 6 as shclwn on the duly recorded plat of Woodburn Packing Company's Addition; thence Southeasterly on
a curw 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 distanu of 24..30 feet to a point; thence North 41015' East 64.28 feet to the point of beginning, containing
an an: of 1643 square feet. more or less.
SketC"': of Site:
VVOODBURN
PWTJ/POR.I4.1114
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Owner Initials
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SSLP Initials
Note: Owner and SSLP may. It 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-buill dr8Wf'g depicting the Site.
*[Use 11is Exhibit A for PeS Sift Agreement, Memorandum of PCS Site Agreement, Option Agreement and Memorandum of Option Agreement.]
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Version 2.0
EXHIBIT B
12-18-95
Site Name: WOODBURN
pes Site Agreement
Site I. D.: onA: POR.01<4.15.3.<4
Memorandum of PCS Site Agreement
This memorandum evidences that a lease was made and entered into by written PCS Site Agreement dated April 10 ,
19-96 between CITY OF WOODBURN, a municipal corporation of the State of Oregon ,Owner") and Sprint Spectrum LP., a
Delaware limited partnership ("SSLPj, the terms and conditions of which are incorporated herein by reference.
Such Agreement provides in part that Owner leases to SSLP a certain site ,Sitej located at 106 Broadway, City ofVVoodblm, ColI1ty of
Maion, Stale of Oregon, within the property of Owner which is desaibed in Exhibit A attached hereto, with grant of easement for
unrestricted rights of access thereto and to electric and telephone facilities for a term of five (5) years commencing on
~ril 10 . 19~which 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
"SSLP"
By:
Sprint Spectrum L.P., a Delaware limited partnership
Name:
By:
Name:
Title: MAYOR, CITY OF WOODBURN
Title:
Address: 106 Broadway, Woodburn, OR 97071
Mailing address: 270 MOntgomery St.
Woodburn, OR 97071
Address: 7770 S.w. Mohawk, Bldg, *P'. Tualatin, OR 97062
Owner Initials
SSLP Initials
Attach Exhibit A - Site Description
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EXHIBIT C
12-18-95
SItlI NM1e: WOODBURN
pes Site Agreement
Site I. D.: 077A: POR.014.15.3.4
Insurance
SSLP wiI procure and maintain a public liability policy, with limits of $1,000,000 for bodily injury, $1,000.000 for property damage,
$2.000,000 aggregate, with a certificate of insurance to be furnished to Owner within 30 days of written request. Such policy will
provide that cancellation will not occur without at least 15 days prior written notice to Owner.
Owner Initials \J ~ \l
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MLP Initials
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Version 2.0
EXHIBIT D
12-18-95
Site "'me: WOODBURN
PCS Site Agreement
CASUAL TV OR REMOVAL OF SITE
Site I. D.: onA: POR.014.15.3.4
If a niltural disaster, deterioration, Of casualty to the structure upon which 8 Site is
located, orthe owner objectively determines thlt the site n8eds to be demolished or tom
down, and the cost of correction or repair is more than 25% of the FMV of the Site, then
the owner is under no requirement to rebuild or replace the damaged or removed Site.
and wiD give Tenant notice of their determination within 10 days of fll'St discovering the
damage Of making the determination. Upon notice of such a determination by Owner
this agreement will terminate with no further liability to either party. However, if the
square tank portion of the site is destroyed, damaged, or requires removal, SSLP will be
allowed to relocate antenna 8nd cable runs located on it to the round tank if, in the
Owner's objective determination. this is operationally feasible. If possible the Owner will
provide at least 60 days notice to SSLP of removal urness disaster or imminent safety
concerns preclude such notice. Upon termination, under this provision, a prorated
portion of the remainder of annual rent win be refunded to SSLP.
Owner Initials
.Ii J1 oJ<
l.1LP Initials
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