IV.5. Approve Fourth Amendment to Site Lease Agreement with New Cingular Wireless PCS; Stadler (CR2016-041)G�TY �F
HOPKINS
April 12, 2016
Council Report 2016-041
Approve Fourth Amendment to Site Lease Agreement between City of Hopkins and New
Cingular Wireless PCS to extend the term of the lease for communications facilities at the Blake
Wate r Towe r
Proposed Action.
Staff recommends adoption of the following motion: Move that Council authorize the Citv
Manager to sign the fourth amendment to the site lease agreement between the City of Hopkins
and New Cinqular Wireless PCS to extend the lease term from vear 2021 to year 2036 for their
equipment at Blake Water Tower site.
Overview.
Our initial 2006 lease with New Cingular PCS has been amended three previous times
regarding equipment modifications and rent adjustments. �fhe existing 15-year lease was set to
expire in Novernber 2021. The current rent is $4,039/month. Under the terms of this fourth
amendment the rent will increase to $4,240.95 in November 2016. The rent will increase 4%
per year starting year. 2 of the new lease term. This fourth amendment includes an initial 5-year
term on the lease and three additional extension terms of 5 years each. Therefore, with this
amendment the lease will expire in the year 2036. Staff has agreed to reduce the annual rent
escalator from 5% to 4% under this amendment. Even with the reduction our escalator is above
the average CPI-based rates that are typically used for these leases in the metro area. Our City
Attorney has reviewed the proposed amendment and agrees that our rent and annual inflator
are well above the average when compared with their other metro suburban clients for similar
water tower telecommunications leases. Staff recommends approval of the lease amendment.
Supporting I nformation
• Proposed Lease Amendment
� ��
,
Steven J. Stadler
Public Works Director
Financial Impact: $50,891.40/year starting Nov 2016 Budgeted: �es
Related documents (CIP, ERP, etc.):
N otes :
Cell Site No.: MPLSMN3454
Cell Site Name: INTERLACHEN
Fixed Asset No.: 10111979
Market: ND / SD / NE / MN / IA
Address: 145 Harrison Avenue South
FOURTH A,MENDMENT TO LEASE AGREEMENT
THIS FOURTH 1�,MENDMENT TO LEASE AGREEMENT ("Fourth Amendment"),
dated as of the latter of the signature dates below (the "Effective Date"), is by and between the
City of Hopkins, a Minnesota municipal corporation, having a mailing address of 1 Ol 0 First Street
South, Hopkins, I��N 55343 (hereinafter referred to as "Landlord"), and New Cingular Wireless
PCS, LLC, a Delaware limited liability company, having a mailing address of 575 Morosgo Drive,
Atlanta, GA 30324 (hereinafter referred to as "Tenant").
WHEREAS, Landlord and Tenant entered into a Lease Agreement dated November 7,
2006, as amended by First Amendment to Lease Agreement dated July 13, 201 l, as amended by
Second Amendment to Lease Agreement dated December 3, 2014, as amended by Third
Amendment to Lease Agreement dated December 2, 201 S(hereinafter, collectively, the
"Agreement"), whereby Landlord leased to Tenant certain Premises, therein described, that are a
portion of the Property located at 145 Harrison Avenue South, Hopkins,1�7N; and
WHEREAS, the term of the Agreement will expire on November 6, 2021, and the parties
mutually desire to �enew the Agreement, memorialize such renewal period and modify the
Agreement in certain other respects, all on the terms and conditions contained herein; and
WHEREAS, Landlord and Tenant desire to amend the Agreement to extend the term of
the Agreement; and
WHEREAS, Landlord and Tenant desire to amend the Agreement to adjust the Rent (as
defined below) in conjunction with the modifications to the Agreement contained herein; and
WHEREAS, Landlord and Tenant desire to amend the Agreement to modify the notice
section thereof; and
WHEREAS, Landlord and Tenant desire to amend the Agreement to permit Tenant to add,
modify and/or replace equipment in order to be in compliance with any current or future federal,
state or local mandated application, including but not limited to emergency 911 comn2unication
services; and
WHEREAS, Landlord and Tenant, in their mutual interest, wish to amend the Agreement
a� ��� �o��i below �.ccordingly.
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
agree that the recitals set forth above are incorporated herein as if set forth in their entirety and
further agree as follows :
l. Extension of Term. The term of the Agreement shall be extended to provide that the
Agreement has a new initial term of five (5) years ("New Initial Term") corrlmencing on
Category 3, 4, & 5 Amendment Form
Cell Site No.: MPLSMN3454
Cell Site Name: INTERLACHEN
Fixed Asset No.: 10111979
Market: ND / SD / NE / MN / IA
Address: 145 Harrison Avenue South
November l, 2016 ("Nevv Term Con�mencement Date"). As of the New Term Commencement
Date, the term provided in the Agreement and any extensions thereof, as applicable, shall be void
and of no further force and consequence. The Agreement will automatically renew, corrlmencing
on the expiration of the New Initial Term, for up to three (3) separate consecutive additional
periods of five (5) years each (each such five (5) year additional period is hereinafter referred to
as an "Additional Extension Term" and each such Additional Extension Term shall be considered
an Extension Term under the Agreement), upon the same terms and conditions of the Agreement,
as amended herein, without further action by Tenant unless Tenant notifies Landlord in writing of
Tenant's intention not to renew the Agreement at least sixty (60) days prior to the expiration of
the then current Additional Extension Term. The New Initial Term, the Additional Extension
Term are collectively referred to as the Term ("Term").
2. Rent. Conlmencing on November 1, 2016, the current Rent payable under the
Agreement shall be Four Thousand Two Hundred Forty and 95/100 Dollars ($4,240.95) per month
(the "Rent"), and shall continue during the Term, subject to adjustment as provided herein. Section
4(b) of the Agreement shall be amended to provide that Rent shall be adjusted as follows: in year
two (2) of the New Initial Term and each year thereafter, including throughout any Additional
Extension Term exercised, the monthly Rent will increase by four percent (4%) over the Rent paid
during the previous year.
3. Emergency 911 Service. In the future, without the pay�nent of additional Rent, or any
other consideration, and at a location mutually acceptable to Landlord and Tenant, Landlord agrees
that Tenant may add, modify and/or replace equipment in order to be in compliance with any
current or future federal, state or local mandated application, including but not limited to
emergency 911 cor�lmunication services.
4. Charges. All charges payable under the Agreement such as utilities and taxes shall be
billed by Landlord within one (1) year from the end of the calendar year in which the charges were
incurred; any charges beyond such period shall not be billed by Landlord, and shall not be payable
by Tenant. The foregoing shall not apply to monthly rent which is due and payable without a
requirement that it be billed by Landlord. The provisions of this subparagraph shall survive the
termination or expiration of the Agreement.
S. Acknowledgement. Landlord acknowledges that: 1) this Fourth Amendment is entered
into of the Landlord's free will and volition; 2) Landlord has read and understands this Fourth
Amendment and the underlying Agreement and, prior to execution of this Fourth Amendment, was
free to consult wit� counsel of its c�ioosing regarding Landlor�.5 s�.ecision to enter into t�iis Fourt�
Amendment and to have counsel review the terms and conditions of this Fourth Amendment; 3)
Landlord has been advised and is informed that should Landlord not enter into this Fourth
Amendment, the underlying Agreement between Landlord and Tenant, including any termination
or non-renewal provision therein, would remain in full force and effect.
6. Notices. Section 17 of the Agreement is hereby deleted in its entirety and replaced
with the following: .
2
Category 3, 4, & 5 Amendment Form
Cell Site No.: MPLSMN3454
Cell Site Name: INTERLACHEN
Fixed Asset No.: 10111979
Market: ND / SD / NE / MN / IA
Address: 145 Harrison Avenue South
"(a) NOTICES. All notices, requests, demands and con�munications hereunder vvill be given by
first class certified or registered mail, return receipt requested, or by a nationally recognized
overnight courier, postage prepaid, to be effective when properly sent and received, refused or
returned undelivered. Notices will be addressed to the parties as follows:
If to Tenant:
New Cingular Wireless PCS, LLC
Attn: Network Real Estate Administration
Re: Cell Site #: MPLSl��I�T3454
Cell Site Name: INTERLACHEN (l��I�T); Fixed Asset No.: 10111979
575 Morosgo Drive
Atlanta, GA 30324
With a required copy of the notice sent to the address above to AT&T Legal at:
New Cingular Wireless PCS, LLC
Attn: AT&T Legal Department
Re: Cell Site #: MPLSl��IN3454
Cell Site Name: INTERLACHEN (l��IN); Fixed Asset No.: 10111979
208 S . Akard Street
Dallas, Texas, �5202-4206
A copy sent to the Legal Department is an administrative step which alone does not constitute
legal notice.
And as to Landlord:
City of Hopkins
1010 1 st Street South
Hopkins, l��IN 55343
(b) In the event of a change in ownership, transfer or sale of the Property, within ten (10)
days of such transfer, Landlord will send the below documents to Tenant. In the event Tenant
does not receive such appropriate documents, Tenant shall not be responsible for any failure to
pay the current landlord
(i) New deed to Property
�11� New W-9
�111� New Payment Direction Form
(iv) Full contact information for new Landlord including all phone numbers
Either party hereto may change the place for the giving of notice to it by thirty (30) days
prior written notice to the other as provided herein."
3
Category 3, 4, & 5 Amendment Form
Cell Site No.: MPLSMN3454
Cell Site Name: INTERLACHEN
Fixed Asset No.: 10111979
Market: ND / SD / NE / MN / IA
Address: 145 Harrison Avenue South
7. 1Vlemoranclum of Agree�nent. Either part� vvill, at any tirne upon fifteen (15) days
prior written notice from the other, execute, acknowledge and deliver to the other a recordable
Memorandum of Agreement substantially in the form of the Attachment 1. Either party may record
this memorandum at any time, in its absolute discretion.
8. Other Terms and Conditions Remain. In the event of any inconsistencies between
the Agreement and this Fourth Amendment, the terms of this Fourth Amendment shall control.
Except as expressly set forth in this Fourth Amendment, the Agreement otherwise is unmodified
and remains in full force and effect. Each reference in the Agreement to itself shall be deemed
also to refer to this Fourth Amendment.
9. Capitalized Terms. All capitalized terms used but not defined herein shall have the
same meanings as defined in the Agreement.
[NO MORE TEXT ON THIS PAGE - SIGNATURES TO FOLLOW ON NEXT PAGE]
4
Category 3, 4, & 5 Amendment Form
__ _ .__ __ _ _ __ _
_
__ _ _ _ __
I
I
Cell Site No.: MPLSMN3454
Cell Site Name: INTERLACHEN
Fixed Asset No.: 10111979
Market: ND / SD / NE / MN / IA
Address: 145 Harrison Avenue South
�T �TITNESS V�T�IEREOF, the parties have caused their properly authorized
representatives to execute this Fourth Amendment on the dates set forth below.
LANDLORD: TEN��NT:
City of Hopkins, New Cingular Wireless PCS, LLC,
a Minnesota munici al co oration a Delaware limited liability company
p �
By: AT&T Mobility Corporation
Its : Manager
By:
Print Name:
Title:
Date:
By:
Print Name:
Title:
Date:
[ACx�TOWLEDGMENTS APPEAR ON THE NEXT PAGE]
5
Category 3, 4, & 5 Amendment Form
Cell Site No.: MPLSMN3454
Cell Site Name: INTERLACHEN
Fixed Asset No.: 10111979
Market: ND / SD / NE / MN / IA
Address: 145 Harrison Avenue South
• �. � � � .__ / �. � .
S TATE OF )
) SS.
COUNTY OF )
I certify that I know or have satisfactory evidence that is
the person who appeared before me, and said person acknowledged that said person signed this
instrument, on oath stated that said person was authorized to execute the instrument and
acknowledged it as the of the
City of Hopki.ns, a Minnesota municipal corporation, to be the free and voluntary act of such
party for the uses and purposes mentioned in the instrument.
�� �
Notary S eal
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the State of
My appointment expires :
�
Category 3, 4, & 5 Amendment Form
Cell Site No.: MPLSMN3454
Cell Site Name: INTERLACHEN
Fixed Asset No.: 10111979
Market: ND / SD / NE / MN / IA
Address: 145 Harrison Avenue South
w •. � •w . / � . . � .
S TATE OF )
) SS.
COLTNTY OF )
I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that he/she signed this
instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged
it as the of AT&T Mobility Corporation, the
Manager of New Cingular Wireless PCS, LLC, a Delaware limited liability company, to be
the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED :
Notary S eal
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the State of
My appointment expires :
�
Category 3, 4, & 5 Amendment Form
Cell Site No.: MPLSMN3454
Cell Site Name: INTERLACHEN
Fixed Asset No.: 101119'79
Market: ND / SD / NE / MN / IA
Address: 145 Harrison Avenue South
Memorandum of Agreement
8
Category 3, 4, & 5 Amendment Form
Cell Site No.: MPLSMN3454
Cell Site Name: INTERLACHEN
Fixed Asset No.: 10111979
Market: ND / SD / NE / MN / IA
Address: 145 Harrison Avenue South
Exhibit A
Copy of Agreement
9
Category 3, 4, & 5 Amendment Form
_ _ . _ .. . _ _ . _ _ _ _ . . _ . . _ . . ..
PARCEL #: 19-117-21-34-0123; 19-117-21-34-
0124; 19-117-21-43-0001; 19-117-21-43-0004; and
19-117-21-34-0150 SPACE ABOVE FOR RECORDER's usE
THIS DOCL�IVIENT WAS Dl�:AFTED BY, and
WHEN RECORDED RETUItN TO:
President
Michael Fraunces
(858) 799-7850
Md7, LLC
10590 West Ocean Air Drive, Suite 300
S an Diego, CA 9213 0
Re: Cell Site #: MPLSI��IN3454
Cell Site Name: INTERLACHEN (l��IN)
Fixed Asset Number: 10111979
State: l��T
County: Hennepin
MEMOI�.ANDUM
OF
AGREEMENT
This Memorandum of Agreement is entered into on this day of ,
201 , by and between the City of Hopkins, a Minnesota municipal corporation, having a mailing
address at 1010 First Street Sc�uth�9 I�o�aki�.s� l��I�T 55�43 �h�_r�i�a�t�r ��f��ed to �.s "Id�.n�lor�")
and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing
address of 575 Morosgo Drive, Atlanta, GA 30324 (hereinafter referred to as "Tenant").
l. Landlord and Tenant entered into a certain Lease Agreement dated November 7,
2006, as amended by that certain First Amendment to Lease Agreement dated July
13, 2011, as amended by that certain Second Amendment to Lease Agreement
dated December 3, 2014, as amended by that certain Third Amendment to Lease
Agreement dated December 2, 2015, and as further amended by that certain Fourth
-1-
_ _ . _ _ _ . _ . _ .. . _ _ _ _. . .. _ . _ ._ .
2.
3.
Amendment to Lease Agreement dated , 201
(hereinafter, collectively, the "Agreement") for the purpose of installing, operating
and n�aintaining a cor��unications facility and other improvements at Landlord's
real property located in the City of Hopkins, County of Hennepin, co�lmonly
known as 145 Harrison Avenue South. All of the foregoing are set forth in the
Agreement.
The New Initial Term will be five (S) years ("New Initial Term") cor�imencing on
November l, 2016, with three (3) successive five (5) year options to renew.
The portion of the land being leased to Tenant (the "Premises") is described in
Exhibit 1 annexed hereto.
4. This Memorandum of Agreement is not intended to amend or modify, and shall not
be deemed or construed as amending or modifying, any of the terms, conditions or
provisions of the Agreement, all of which are hereby ratified and affirmed. In the
event of a conflict between the provisions of this Memorandum of Agreement and
the provisions of the Agreement, the provisions of the Agreement shall control. The
Agreement shall be binding upon and inure to the benefit of the parties and their
respective heirs, successors, and assigns, subj ect to the provisions of the
Agreement.
[NO MORE TEXT ON THIS PAGE - SIGNATURES TO FOLLOW ON NEXT PAGE]
-2-
IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement
as of the day and year first above written.
LANDLORD:
City of Hopkins,
a Minnesota municipal corporation
By.
Print Name:
Title:
Date:
-3-
TEN��NT :
New Cingular Wireless PCS, LLC,
a Delaware limited liability company
By: AT&T Mobility Corporation
Its : Manager
By•
Print Name:
Title:
Date:
LANDLORD ACI��TOWLEDGEMENT
STATE OF )
) SS.
COLTNTY OF )
I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that said person signed this
instrument, on oath stated that said person was authorized to execute the instrument and
acknowledged it as the of the City
of Hopkins, a Minnesota municipal corporation, to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
DATED : .
Notary S eal
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the State of
My appointment expires :
-4-
f
TENANT ACKNOVVLEDGEMENT
�'�ATE OF )
) SS.
COUNTY OF )
I certify that I know or have satisfactory evidence that
is the person who appeared before me, and said person acknowledged that he/she signed this
instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged
it as the of AT&T Mobility Corparation, the Manager of New
Cingular Wireless PCS, LLC, a Delaware limited liability company, to be the free and
voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED : .
Notary S eal
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the State of
�
Exhibit 1 to Memorandum of Agreement
Legal Description
Street Address: 145 Harrison Avenue South, Hopkins,l��IN 55343
Parcel #: 19-117-21-34-0 l 23; 19-117-21-34-0124; 19-117-21-43-0001; 19-117-21-43-0004;
and 19-117-21-34-0150
That certain Premises (and access and utility easements) on a portion of the real property described
as follows :
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