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CR 08-064 Antenna - Water Tower; StadlerJune 27, 2008 Council Report 2008 -064 Approve Site Lease Agreement between City of Hopkins and TTM Operating Corporation, Inc. for the installation of communications antenna facilities at the Moline Water Tower Proposed Action. Staff recommends adoption of the following motion: Move that Council authorize the Mayor and City Manager to sign the site lease agreement between the City of Hopkins and TTM Operating Corporation, Inc. to allow the installation and operation of communication antennas and facilities at the Moline Water Tower site. Overview. Since 1997, the City has leased the Moline water tank to T- Mobile for antennas and facilities. The current T- Mobile rent is approximately $21,000 /year for 12 antennas. City staff has now negotiated terms of a similar lease agreement with TTM Cingular for installation of one 15" diameter radio antenna to support the T- Mobile cell phone communications network. The installation also includes 2 new 1/2" coax cables to be run on the existing T- Mobile cable ladder on the tank, a small ground cabinet at the base of the water tank and underground electric and communications conduits to the existing T- Mobile equipment shelter. The City Attorney has reviewed and revised the lease and approves it, as presented. Primary Issues to Consider. • Description of proposed facilities • Terms of the lease agreement Supporting Information • Proposed Lease Agreement • Construction plans Steven J. Stadler Public Works Director C ITY OF ' Financial Impact: $ 4,800 per year revenue Budgeted: no Related documents (CIP, ERP, etc.): Notes: Council Report 2008 -064 Page 2 Analysis of Issues • Description of proposed facilities - Single 15" diameter antenna panel mounted to existing hand rails on top of elevated water tank - 2 - 1/2" coax cables running on existing cable ladder on side of tank - Approximate 2' x 4' comm /electrical enclosure at base of tank -2 new underground conduits to existing adjacent T- Mobile equipment shelter • Terms of the lease agreement - Fifteen (15) year term total: Initial term of three years plus four three year extension terms - Monthly rent of $400 ($4,800 /year) increasing 5% each year - One -time, upfront $1,000 payment to City for legal /administration expenses - Termination by tenant upon thirty day notice to City of Hopkins - Termination by City upon 6 -month notice to tenant (if property is redeveloped or discontinued use of tower) - TTM will have access to the site only upon City approval - TTM required to remove and restore the site upon lease expiration or termination follows: COMMUNICATIONS SITE LEASE AGREEMENT (WATER TOWER) Site Name: Hopkins WT Site #: MSP -H2S This Communications Site Lease Agreement (Water Tower) ( "Agreement ") dated this day of , 2008 for reference purposes only, is entered into between TTM Operating Corporation, Inc., a Nevada corporation ( "Lessee "), and City of Hopkins, a Minnesota municipal corporation( "Lessor "). For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as 1. Premises. Lessor is the owner of a parcel of land (the "Land ") and a water tower (the "Tower ") located in the City of Hopkins, County of Hennepin, State of Minnesota, more commonly known as 10421 Excelsior Boulevard, (the Tower and Land are collectively, the "Property"). The Land is more particularly described in Exhibit A annexed hereto. Lessor hereby leases to Lessee and Lessee leases from Lessor, approximately forty (40) square feet of the Land and space on the Tower and all access and utility easements, if any, (collectively, the "Premises ") as described in Exhibit B annexed hereto. 2. Use. The Premises may be used by Lessee for any activity in connection with the provision of communications services permitted by controlling Federal, State, or Local law or applicable administrative agency rules. Lessor agrees to cooperate with Lessee in making application for and obtaining all licenses, permits and any and all other necessary approvals that may be required for Lessee's intended use of the Premises, and Lessee agrees to reimburse Lessor for all of Lessor's reasonable costs paid to any third party in connection with such cooperation.. 3. Tests and Construction. Lessee shall have the right, following the full execution of this Agreement, to request access to enter upon the Property for the purpose of making appropriate engineering and boundary surveys, inspections, soil test borings, other reasonably necessary tests and constructing the Lessee Facilities (as defined in Paragraph 6(a) below); such request shall not be unreasonably withheld . Lessee shall request access from the Hopkins Public Works Department during normal working hours by contacting the Utility Superintendant at 952 939 - 1382. Upon Lessee's request, Lessor agrees to provide promptly to Lessee copies of all plans, specifications, surveys and tower maps for the Land and Tower, if in Lessor's possession. The tower map shall include the elevation of all antennas on the Tower and the frequencies upon which each operates and is licensed to operate. 4. Term. The initial term of this Agreement shall be three (3) years commencing on the start of construction of the Lessee Facilities, or , 2008, whichever first occurs ( "Commencement Date ") and terminating on the third anniversary of the Commencement Date (the "Initial Term ") unless otherwise terminated as provided in this Agreement. Lessee shall have the right to extend the Term for four (4) successive three (3) year periods (the "Renewal Terms ") on the same terms and conditions as set forth herein. This Agreement shall automatically be extended for each successive Renewal Term unless Lessee notifies Lessor of its intention not to renew prior to commencement of the succeeding Renewal Term. 5. Rent. Within 15 days of the Commencement Date and on the first day of each month thereafter, Lessee shall pay to Lessor as rent Four Hundred and 00 /100 DOLLARS ($400.00) per month ( "Rent "). Rent for any fractional month at the beginning or at the end of the Term or Renewal Term shall be prorated. Rent shall be payable to City of Hopkins, FEIN #41 - 6005247 at the following address: 11100 Excelsior Blvd, Hopkins, Minnesota 55343; Attention: Public Works Director. Rent shall increase by 5% percent on each yearly anniversary of the Commencement date throughout the duration of this Agreement, including any Renewal Terms. That is to say, Rent will increase to $420 / month in the second year, $441 / month in the third year, and so forth. 6. Facilities; Utilities; Access. (a) Lessee has the right to erect, maintain and operate on the Premises radio communications facilities, including without limitation utility lines, transmission lines, air conditioned equipment shelter(s), standby power generator, electronic equipment, radio transmitting and receiving antennas and supporting equipment and structures thereto ( "Lessee Facilities "). In connection therewith, Lessee has the right to do all work necessary to prepare, maintain and alter the Premises for Lessee's business operations and to install transmission lines connecting the antennas to the transmitters and receivers, provided that work does not impair the use of the Premises by Lessor or other Lessees. All of Lessee's construction and installation work shall be performed at Lessee's sole cost and expense and in a good and workmanlike manner. Title to the Lessee Facilities shall be held by Lessee. All of Lessee Facilities shall remain Lessee's personal property and are not fixtures. Lessee has the right to remove all Lessee Facilities at its sole expense on or before the expiration or earlier termination of the Agreement; provided, Lessee repairs any damage to the Premises caused by such removal. Upon expiration or termination Agreement, Lessee shall remove Lessee Facilities and restore the Premises to the condition in which it existed upon execution hereof, reasonable wear and tear and loss by casualty or other causes beyond Lessee's control excepted. 1 (b) Lessee shall pay for the electricity it consumes in its operations at the rate charged by the servicing utility company. Lessee shall have the right to obtain telco, electricity and other utilities from any utility company that will provide service to the Property (including a standby power generator for Lessee's exclusive use). Lessor agrees to sign such documents as may be required by said utility companies to provide such service to the Premises, including the grant to Lessee or to the servicing utility company at no cost to the Lessee, of a license in, over, across or through the Property as required by such servicing utility company to provide utility services as provided herein. Any license necessary for such power or other utilities will be at a location acceptable to Lessor and the servicing utility company. (c) Lessee, Lessee's employees, agents, subcontractors, lenders and invitees shall have access to the Premises only with the approval of Lessor, which shall not be unreasonably withheld. Tenant shall request access to the Premises from the Hopkins Public Works Department during normal working hours by contacting the Utility Superintendant at 952 -939- 1382. Otherwise, Tenant shall request access from the City of Hopkins Police Dispatch Center by calling Telephone # 952- 938 -8885. There shall be no costs for access during Lessor's Public Works Department's normal working hours. Tenant shall reimburse Landlord for reasonable expenses, not to exceed $45.00 per hour, which are directly related to access provided Tenant at times other than normal working hours of Lessor's Public Works Department. Lessor grants to Lessee, and its agents, employees, contractors, guests and invitees, a non - exclusive license for pedestrian and vehicular ingress and egress across that portion of the Property described in Exhibit B, subject to the access restrictions contained in this Section. This license shall be irrevocable for the duration of this Agreement (including Renewal Terms) so long as Lessee is not currently in default under any of the terms of this Agreement. (d) Lessor shall maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow pedestrian and vehicular access at all times. Lessor shall be responsible for maintaining and repairing such roadway, at its sole expense, except for any damage caused by Lessee's use of such roadways. 7. Interference. Site Name: Hopkins WT Site #: MSP -H2S (a) Lessee shall operate the Lessee Facilities in a manner that will not cause interference to Lessor and other lessees or licensees of the Property, provided that their installations and mode of operations (e.g., frequency and power) predate that of the Lessee Facilities. All operations by Lessee shall be in compliance with all Federal Communications Commission ( "FCC ") requirements. (b) Subsequent to the installation of the Lessee Facilities, Lessor shall not itself, nor permit its lessees or licensees to install new equipment on the Property or property contiguous thereto owned or controlled by Lessor, if such equipment is reasonably likely to cause interference with Lessee's operations. Such interference shall be deemed a material breach by Lessor. In the event interference occurs, Lessor agrees to take all action necessary to eliminate such interference, in a reasonable time period. In the event Lessor fails to comply with this paragraph, Lessee may terminate this Agreement, and/or pursue any other remedies available under this Agreement, at law, and/or at equity. 8. Taxes. If personal property taxes are assessed, Lessee shall pay any portion of such taxes directly attributable to the Lessee Facilities. Lessee shall not be responsible for the payment of any real property taxes, assessments and/or deferred taxes on the Property. Lessor agrees to provide to Lessee a copy of any notice, assessment or billing relating to any personal property taxes for which Lessee is responsible under this Agreement within thirty (30) days of receipt of same by Lessor. Lessee shall have no obligation to make payment of any personal property taxes until Lessee has received notice, assessment or billing relating to such payment in accordance herewith. Lessee shall have the right, at its sole option, and at its sole cost and expense, to appeal, challenge or seek modification of any personal property tax assessment or billing for which Lessee is wholly or partly responsible for payment under this Agreement. Lessor shall reasonably cooperate with Lessee in filing, prosecuting and perfecting any appeal or challenge to personal property taxes as set forth herein, including but not limited to executing consent to appeal or other similar document. 9. Waiver of Lessor's Lien. Lessor waives any lien rights it may have concerning the Lessee Facilities which are deemed Lessee's personal property and not fixtures, and Lessee has the right to remove the same at any time without Lessor's consent. 10. Termination. This Agreement may be terminated without further liability as follows: (i) on thirty (30) days prior written notice by either party upon a default of any covenant or term hereof by the other party, which default is not cured within sixty (60) days of receipt of written notice of default, provided that the grace period for any monetary default is fifteen (15) days from receipt of notice; or (ii) by Lessee for any reason or for no reason, provided Lessee delivers written notice of early termination to Lessor no later than thirty (30) days prior to the Commencement Date; or (iii) on thirty (30) days prior written notice by Lessee if it does not obtain or maintain any license, permit or other approval necessary for the construction and operation of Lessee Facilities; or (iv) on thirty (30) days prior written notice by Lessee if Lessee is unable to occupy and utilize the Premises due to an action of the 2 Site Name: Hopkins WT Site #: MSP -H2S FCC, including without limitation, a take back of channels or change in frequencies; (v) on thirty (30) days prior written notice by Lessee if Lessee determines that the Premises are not appropriate for its operations for economic or technological reasons, including, without limitation, signal interference or line of site issues not otherwise governed by Paragraph 7 above; (vi) by Lessor, with a minimum of six (6) months prior written notice to Lessee, if the City Council decides, for any reason, to redevelop the Premises and/or discontinue use of the Tower for all purposes; or (vii) by Lessor if an independent structural engineer determines that the Tower is structurally unsound, including, but not limited to, consideration of age of the Tower, damage to or destruction of all or part of the Tower on the Premises from any source, or factors relating to condition of the Premises; 11. Destruction or Condemnation. If the Premises or Lessee Facilities are damaged, destroyed, condemned or transferred in lieu of condemnation, Lessee may elect to terminate this Agreement as of the date of the damage, destruction, condemnation or transfer in lieu of condemnation by giving notice to Lessor no more than forty -five (45) days following the date of such damage, destruction, condemnation or transfer in lieu of condemnation. If Lessee chooses not to terminate this Agreement, Rent shall be reduced or abated in proportion to the actual reduction or abatement of use of the Premises. 12. Insurance. Lessee, at Lessee's sole cost and expense, shall procure and maintain on the Premises and on the Lessee Facilities, bodily injury and property damage insurance with a combined single limit of at least One Million and 00 /100 Dollars ($1,000,000.00) per occurrence. Such insurance shall insure, on an occurrence basis, against liability of Lessee, its employees and agents arising out of or in connection with Lessee's use of the Premises, all as provided for herein. Lessor shall, at Lessor's sole expense, during the term of this Agreement, maintain comprehensive liability insurance coverage insuring against personal injury and property damage occurring as a result of or in connection with Lessor's use of the Premises in a single limit amount of not less than $1 million for personal injury or death and not less than $500,000 for property damage. Such liability insurance shall be in the form of and provide such types of coverage as the liability insurance policies maintained from time to time by Lessor to insure Lessor's activities and those of the public at City -owned facilities. No provision of this paragraph or this Agreement shall be deemed to waive, limit or reduce any common law or statutory immunity from liability that may be available to Lessor, all such immunities being expressly reserved by Lessor. 13. Waiver of Subrogation. Lessor and Lessee release each other and their respective principals, employees, representatives and agents, from any claims for damage to any person or to the Premises or to the Lessee Facilities thereon caused by, or that result from, risks insured against under any insurance policies carried by the parties and in force at the time of any such damage. Lessor and Lessee shall cause each insurance policy obtained by them to provide that the insurance company waives all right of recovery by way of subrogation against the other in connection with any damage covered by any policy. Neither Lessor nor Lessee shall be liable to the other for any damage caused by fire or any of the risks insured against under any insurance policy required by Paragraph 12. 14. Assignment and Subletting. Lessee may not assign, or otherwise transfer all or any part of its interest in this Agreement or in the Premises without the prior written consent of Lessor; which shall not be unreasonably withheld, conditioned or delayed, provided, however, that Lessee may assign its interest to its parent company, any subsidiary or affiliate of it or its parent company or to any successor -in- interest or entity acquiring fifty -one percent (51 %) or more of its stock or assets, subject to any financing entity's interest, if any, in this Agreement as set forth in Paragraph 9 above. Lessor may assign this Agreement upon written notice to Lessee, subject to the assignee assuming all of Lessor's obligations herein, including but not limited to, those set forth in Paragraph 9 above and Lessee may sublet or license all or any portion of the Premises to one or more entities for communications uses only, without Lessor's consent. 15. Warranty of Title and Quiet Enjoyment. (a) Lessor warrants that: (i) Lessor owns the Land in fee simple and owns the Tower and has rights of access thereto, no additional ground lease, easement or consent is required from any third party for use of, or access to, the Property; (ii) the Property is free and clear of all liens, encumbrances and restrictions that would prohibit or interfere with Lessee's permitted use; (iii) Lessor has full right to make and perform this Agreement; and (iv) Lessor covenants and agrees with Lessee that upon Lessee paying the Rent and observing and performing all the terms, covenants and conditions on Lessee's part to be observed and performed, Lessee may peacefully and quietly enjoy the Premises. Lessor agrees to indemnify and hold harmless Lessee from any and all claims on Lessee's leasehold interest. (b) Lessor further warrants that the Tower and Property are in compliance with all current applicable state and federal historical preservation requirements. Lessor agrees to indemnify and hold harmless Lessee from any and all claims and/or notices of non - compliance brought against Lessor for any breach by Lessor of this warranty, and Lessor agrees to allow Lessee to continue to quietly enjoy the use of Lessor's Tower while Lessor remedies any such non - compliance. 3 16. Repairs and Maintenance. Site Name: Hopkins WT Site #: MSP -H2S (a) Lessor will be responsible for general upkeep and maintenance of the Property, including weed and brush control, and shall at all times keep and maintain the Property in a neat, tenantable, and safe condition, and in compliance with all laws and regulations and this Agreement. Lessee shall not be required to make any repairs to the Premises or Property unless such repairs shall be necessitated by reason of the default or neglect of Lessee. Except as set forth in Paragraph 6(a) above, upon expiration or termination hereof, Lessee shall restore the Premises to the condition in which it existed upon execution hereof, reasonable wear and tear and loss by casualty or other causes beyond Lessee's control excepted. (b) Tower Repairs/Painting. Upon ninety (90) days prior written notice, Lessor may perform routine modifications, repainting or maintenance (the "Work ") of the Tower subject to this Agreement. Upon receipt of such notification, Lessee shall decide, in its sole discretion and after consulting with Lessor, which of the following options shall be used. (i) Option 1: Shortly before the date upon which the Work is to commence, Lessee, at its sole expense, shall place a temporary antenna array on a Cell Site on Wheels ( "COW ") parked on the Property near the Premises, at a mutually agreeable location. Lessee shall then remove the Lessee Facilities, including its antennas from the Tower and the Work shall proceed. Once the Work is completed, Lessee, at its sole expense, shall then reattach the antennas on the Tower at the same location such antennas were located on the Tower prior to the performance of the Work. (ii) Option 2: Lessor shall perform the Work with the Lessee Facilities in place; provided that, Lessor shall ensure that the Lessee Facilities (including ground -based equipment) are properly shrouded and protected from overspray; Lessee shall pay any additional costs incurred by Lessor for shrouding and protecting Lessee Facilities. At all times, each party shall ensure that its employees, contractors, agents and all other parties performing the Work on its behalf take proper safety precautions, including but not limited to, RF emissions safety, while performing such Work. Each party performing Work shall indemnify, defend, and hold harmless the other, its affiliates, shareholders, employees, contractors and agents from all claims (including attorneys' fees and costs) arising from any act or omission of the party performing any Work on the Tower. The duties described herein shall survive termination of this Lease. 17. Hazardous Substances. Lessee agrees that it will not use, generate, store or dispose of any Hazardous Material on, under, about or within the Property in violation of any law or regulation. Lessor represents, warrants and agrees (1) that neither Lessor nor, to Lessor's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material on, under, about or within the Property in violation of any law or regulation, and (2) that Lessor will not, and will not permit any third party to use, generate, store or dispose of any Hazardous Material on, under, about or within the Property in violation of any law or regulation. Lessor and Lessee each agree to defend, indemnify and hold harmless the other and the other's partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys' fees and costs) arising from any breach of any representation, warranty or agreement contained in this paragraph. As used in this paragraph, "Hazardous Material" shall mean petroleum or any petroleum product, asbestos, and any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. This paragraph shall survive the termination of this Agreement. 18. Liability and Indemnity. Lessee shall indemnify and hold Lessor harmless from all claims (including attorneys' fees, costs and expenses of defending against such claims) arising from the negligence or willful misconduct of Lessee or Lessee's agents or employees in or about the Property. Lessor shall indemnify and hold Lessee harmless from all claims (including attorneys' fees, costs and expenses of defending against such claims) arising or alleged to arise from the acts or omissions of Lessor or Lessor's agents, employees, licensees, invitees, contractors or other tenants occurring in or about the Property. The duties described in Paragraph 18 survive termination of this Agreement. 19. Miscellaneous. (a) This Agreement constitutes the entire agreement and understanding between the parties, and supersedes all offers, negotiations and other agreements concerning the subject matter contained herein. Any amendments to this Agreement must be in writing and executed by both parties. (b) 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, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 4 (c) This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. (d) Whenever in this Agreement it shall be required or permitted that notice or demand be given or served by either party to this Agreement, such notice or demand shall be given or served in writing and sent to Lessor at the address set forth and to Lessee as follows: If to Lessor: City of Hopkins 11100 Excelsior Blvd Hopkins, Minnesota 55343 Attn: Steve Stadler, Public Works Director With a Copy To: Hopkins City Attorney 1011 First Street South #400 Hopkins, MN 55343 If to Lessee: Telecom Transport Management, Inc. 146 N. Canal Street Suite 210 Seattle, WA 98103 Attn: Bill Buck With a Copy To: Telecom Transport Management, Inc. 146 N. Canal Street Suite 210 Seattle, WA 98103 Attn: Lease Administrator Or to such other address as a party to this Agreement may give in writing. All such notices shall be sent by(i) certified or registered mail and in such case shall be effective three (3) days after the date of mailing, or (ii) by reputable overnight courier, and in such case shall be effective one (1) day after the date of mailing. Any such address may be changed from time to time by either party serving notices as above provided. (e) This Agreement shall be governed by the laws of the State in which the Property is located. (f) Lessor acknowledges that a Memorandum of Agreement in the form annexed hereto as Exhibit C may be recorded by Lessee in the official records of the County where the Property is located. Lessor agrees to sign all necessary and appropriate documents to facilitate the filing of the Memorandum of Agreement. In the event the Property is encumbered by a mortgage or deed of trust, Lessor agrees, upon request by Lessee, to obtain and furnish to Lessee a non - disturbance and attornment instrument for each such mortgage or deed of trust. (g) Lessee may obtain title insurance on its interest in the Premises. Lessor shall cooperate by executing documentation required by the title insurance company. (h) In any case where the approval or consent of one party hereto is required, requested or otherwise to be given under this Agreement, such party shall not unreasonably condition, delay or withhold its approval or consent. (i) (l ) This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original. All Riders and Exhibits annexed hereto form material parts of this Agreement. Site Name: Hopkins WT Site #: MSP -H2S (k) In the event of a breach of any of the covenants or agreements set forth in this Agreement, the parties shall be entitled to any and all remedies available at law or in equity. The parties hereto agree that in the event it becomes necessary for any party to defend or institute legal proceedings as a result of the failure of either party to comply with the terms, covenants, agreements, and/or conditions of this Agreement, it is understood and agreed upon that the prevailing party in such litigation shall be entitled to be reimbursed for all costs incurred or expended in connection therewith, including, but not limited to, reasonable attorney's fees, including appellate fees, and court costs. 5 Site Name: Hopkins WT Site #: MSP -H2S 20. Tower Marking and Lighting Requirements. Lessor acknowledges that it, and not Lessee, shall be responsible for compliance with all Tower marking and lighting requirements, and all other applicable requirements, of the Federal Aviation Administration ( "FAA ") and the FCC. Lessor shall indemnify and hold Lessee harmless from any fines or other liabilities caused by Lessor's failure to comply with such requirements. Should Lessee be cited by either the FCC or FAA because the Tower is not in compliance and, should Lessor fail to cure the conditions of noncompliance within the time frame allowed by the citing agency, Lessee may either terminate this Agreement immediately on notice to Lessor or proceed to cure the conditions of noncompliance at Lessor's expense, which amounts may be deducted from the Rent. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. LESSOR: LESSEE: By: By: Name: Gene Maxwell Name: Title: Mayor Title: Date: Date: By: Name:Terry Obermaier Title:City Clerk Date: 6 EXHIBIT A DESCRIPTION OF LAND Site Name: Hopkins WT Site #: MSP -H2S This Exhibit A is part of that certain Communications Site Lease Agreement (Water Tower) dated 2008, by and between City of Hopkins a Minnesota municipal corporation, as Lessor, and TTM Operating Corporation, Inc., a Nevada corporation, as Lessee. The Land is described and/or depicted as follows (metes and bound description): PID# ( ) Legal description ( ) Lot, Block, division Hennepin County, Minnesota 7 EXHIBIT B The Premises are described and/or depicted as follows: Notes: DESCRIPTION OF PREMISES Site Name: Hopkins WT Site #: MSP -H2S This Exhibit B is part of that certain Communications Site Lease Agreement (Water Tower) dated 2008, by and between City of Hopkins, a Minnesota municipal corporation, as Lessor, and TTM Operating Corporation, Inc. a Nevada corporation, as Lessee. See Attached drawings (T -1, A -1 through A -7) 1. This Exhibit may be replaced by a land survey of the Premises once it is received by Lessee. 2. Setback of the Premises from the Land's boundaries shall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers, mounting positions may vary from what is shown above. 8 CLERK: Please return this document to: (INSERT RETURN ADDRESS) EXHIBIT C MEMORANDUM OF AGREEMENT MEMORANDUM OF AGREEMENT Site Name: Hopkins WT Site #: MSP -H2S This Memorandum of Agreement is entered into on this day of , 2008, by and between City of Hopkins, a Minnesota municipal corporation, with an office at 11100 Excelsior Blvd, Hopkins, Minnesota 55343 ( "Lessor "), and TTM Operating Corporation, Inc., a Nevada corporation with an office at 146 N. Canal St., Suite 210, Seattle, Washington 98103 ( "Lessee "). written. 1. Lessor and Lessee entered into a Communications Site Lease Agreement (Water Tower) ( "Agreement ") on the day of , 2008, for the purpose of installing, operating and maintaining a radio communications facility and other improvements. All of the foregoing are set forth in the Agreement. 2. The initial term of the Agreement is for three (3) years commencing on the earlier to occur of the following: (i) commencement of construction; or (ii) , 2008, ( "Commencement Date "), and ending on the third (3rd) anniversary of the Commencement Date, with four (4) additional three (3) year options to renew. 3. The Land which is the subject of the Agreement is described in Exhibit A annexed hereto. The portion of the Property being leased to Lessee (the "Premises ") is described in Exhibit B annexed hereto. IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the day and year first above LESSOR: LESSEE: By: EXHIBIT ONLY DO NOT EXECUTE By: EXHIBIT ONLY DO NOT EXECUTE Name: Name: Title: Title: Date: Date: 9 STATE OF MINNESOTA COUNTY OF HENNEPIN On , 2008, before me, , Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public My commission expires: STATE OF COUNTY OF On , 2008, before me, , Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public My commission expires: (SEAL) (SEAL) Site Name: Hopkins WT Site #: MSP -H2S 10 i g § !. § . 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