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HomeMy WebLinkAboutVerison Wireless-11/4/2013Mayor BUCK CLARK COUNCIL MEMBERS DAVID JONES Ward 1 CAROLYN COLE Ward 2 HAROLD GETTY Ward 3 QUENTIN HART Ward 4 RON WELPER Ward 5 BOB GREENWOOD At -Large STEVE SCHMITT At -Large CITY A{ : F WATERLOO, IOWA COMMUNITY PLANNING AND DEVELOPMENT 715 Mulberry Street • Waterloo, Iowa 50703-5783 • (319) 291-4366 Fax (319) 291-4262 , NOEL C. ANDERSON, Community Planning & Development Director CITY OF WATERLOO Council Communication City Council Meeting: November 4, 2013 Prepared: October 30, 2013 Dept. Head Signature: Noel Anderson, Community Planning & Development Director # of Attachments: 2 SUBJECT: Set a date of hearing for the adoption of a resolution for the approval of Memorandum of Land Lease Agreement and Land Lease Agreement lease of land in Byrnes Park, for the construction of a free standing cellular tower by Verizon Wireless, and lease of the site for 5 years,. Paying $800 per month, to the City of Waterloo, and and authorize the Mayor and City Clerk to sign and fully execute any necessary documents. Submitted by: Noel Anderson, Community Planning and Development Director Recommended City Council Action: Resolution approving the release document Summary Statement: City Planning, Legal, and Leisure Services staff have been working diligently to help Verizon Wireless find a location for a new cell tower within the central part of the community, focused upon Ansborough Avenue and Highway 63 area. The location of the tower as proposed would not bother golf play, would be located behind the recycle dumpsters in the area, as well as the building, to minimize it from view, as well as be fenced in for better visual aesthetics to help "camouflage" the location and tower. The lease agreement documents would allow the company to build a cell tower, access it 24 hours and 7 days a week, with a 5 -year initial term, extendable four additional 5 -year terms. It is a 20' by 60' area. The location will furthermore not be impacted or impact the new drainage way project in the area. The City shall receive $9,600 annually from this agreement, and subsequent terms of the 5 -year leases, shall be equal to 110% of the previous 5 -year term. The agreement takes into account the maintenance of the fence, access to the site, insurance, indemnification, removal at end of term, additional antennae on tower, etc. Expenditure Required. NA Source of Funds: NA Policy Issue: Property Management Alternative: NA CITY WEBSITE: wwwci.waterloo.ia.us WE'RE WORKING FOR YOU! An Equal Opportunity/Affirmative Action Employer Background Information: The construction of cell towers throughout the community gives the city residents and visitors greater use of their hand held devices without interruption. The City of Waterloo Zoning Ordinance was designed to help find locations within the community, including public land options, to help create this wireless network and work to "camouflage" locations as best as possible. The lease of public land, in locations not damaging to other public uses of the land, also helps to give the City of Waterloo another revenue source for serving its citizenry. DRAFTED BY AND RETURN TO: Moss & Barnett (JDL) 4800 Wells Fargo Building 90 South Seventh Street Minneapolis, MN 55402-4129 (Site Name: WATC Miller) (Prepared by Caroline A. Bussey, Telephone No. (612) 877-5383) (Space above this line for Recorder's use.) MEMORANDUM OF LAND LEASE AGREEMENT THIS MEMORANDUM OF LAND LEASE AGREEMENT is made this `1 day of moc ( , 2013 , between Board of Park Commissioners of the City of Waterloo, Iowa, with a mailing address of 1101 Campbell Avenue, Waterloo, Iowa 50701, hereinafter referred to as ("LESSOR"), and Waterloo MSA LP d/b/a Verizon Wireless, with its address for notice located at 180 Washington Valley Road, Bedminster, New Jersey 07921, hereinafter referred to as ("LESSEE"). LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties" or individually as the "Party". 1. LESSOR and LESSEE entered into a Land Lease Agreement (the "Agreement") on tvoest?.11\be( , 20 I3 , for an initial term of five (5) years, commencing on the Commencement Date. The 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. If at the end of the fourth (4th) five (5) year extension term the 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, the 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. 2. Pursuant to the Agreement, LESSOR leased to LESSEE a portion of that certain real property (the entirety of LESSOR's property is referred to hereinafter as the "Property") located at 1101 Campbell Avenue, City of Waterloo, County of Black Hawk, State of WATC Miller Memorandum of Land Lease Agreement 2372219v1 1 Iowa, and being legally described on Exhibit "A" attached hereto, together with the non- exclusive right 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 right-of-way extending from the nearest public right-of-way, Campbell Avenue, 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. In the event any public utility is unable to use the aforementioned rights-of-way, LESSOR has agreed to grant an additional right-of-way either to the LESSEE or to the public utility at no cost to the LESSEE. 3. The Agreement shall commence based upon the date LESSEE commences installation of the equipment on the Premises, or on the first day of January, 2014, whichever occurs first. 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 commence on the 1St of that month and if such date falls between the 16th and 31S1 of the month, then the Agreement shall commence on the 1St day of the following month (either of the foregoing or January 1St, 2014, if applicable, being the "Commencement Date"). 4. LESSEE has the right of first refusal to purchase the Property during the initial term and all renewal terms of the Agreement. 5. The terms, covenants and provisions of the Agreement, the terms of which are hereby incorporated by reference into this Memorandum, shall extend to and be binding upon the heirs, personal representative, successors and assigns of LESSOR and LESSEE. Signatures on following page The remainder of this page intentionally left blank WATC Miller Memorandum of Land Lease Agreement 2372219v1 2 IN WITNESS WHEREOF, hereunto and to a duplicate hereof, LESSOR and LESSEE have caused this Memorandum to be duly executed on the date written herein below. LESSOR: LESSEE: Board of Park Commissioners of the City of Waterlo--(71C<4- , Iowa By: —, 7 e ^fQJc r y ��� Its: v Tis 4 �tJ� By: 41-JVtC�� Name:tnLz �� c� Its: a k Name: Date: I\I1-1/1j Waterloo MSA LP d/b/a Verizon Wireless By: Lynn Ramsey Its: Area Vice President Network Date: Acknowledgments on following page The remainder of this page intentionally left blank WATC Miller Memorandum of Land Lease Agreement 2372219v1 3 ACKNOWLEDGMENTS LESSOR ACKNOWLEDGMENT STATE OF IOWAJ' `� ) COUNTY OF 81t�)� s. On this grit day of �i, n' , 2013, before me, a Notary Public in and for the State of Iowa, personally appeared and , to me personally known, and, who, being by me duly sworn, did say that they are the and , respectively, of the Board of Park Commissioners of the City of Waterloo, Iowa; that no seal has been procured by the entity, and that the instrument was signed and sealed on behalf of the entity, by authority of its Board, as contained in the resolution adopted by the Board on the day of , 20_, and that and acknowledged the execution of the instrument to be their voluntary act and deed and the voluntary act and deed of the Board of Park Commissioners of the City of Waterloo, Iowa by it voluntarily executed. ReA. STATE OF ILLINOIS ) ) ss. COUNTY OF COOK ) Signature Title: qk 1C LESSEE ACKNOWLEDGMENT On this day of , 20_, before me, the undersigned, a Notary Public in and for the State of Illinois, duly commissioned and sworn, personally appeared Lynn Ramsey, to me known to be the Area Vice President Network of Waterloo MSA LP d/b/a Verizon Wireless, that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of Waterloo MSA LP d/b/a Verizon Wireless, for the uses and purposes therein mentioned. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. WATC Miller Memorandum of Land Lease Agreement 2372219vI Print or Type Name: Notary Public in and for the State of Illinois My appointment expires: 4 Exhibit "A" (Legal Description) Page 1 of 1 That part of the vacated Campbell Avenue, lying west of the Orange Grove Avenue and east of relocated U.S. Highway No. 63, in the City of Waterloo, Iowa, AND Conveys the West half (W 1/2) of the Northwest quarter (NW 'A) of Section No. Thirty four (34) Township Eighty nine (89), Range thirteen (13) West of the Fifth P.M. except therefrom the right of way of the Chicago Great Northern Railway and excepting one acre reserve in the Southeast corner of said West half (W '/2) of Northwest quarter (NW %4) more particularly described as follows: Beginning at the Southeast corner of the West half (W 1/2) of the Northwest quarter (NW '/4) of said Section thirty four (34); thence North along the East line of said West half (W 1/2) of the Northwest quarter (NW 'A) of said Section 34, two hundred and twenty (220) feet; thence West parallel with the South line of said Northwest quarter (NW '/4) of said Section thirty four (34), one hundred and ninety eight (198) feet; thence South parallel with the east line of said West half (W '/2) of the Northwest quarter (NW 'A) of said Section thirty four (34), two hundred twenty feet (220) to the South line of said Northwest quarter (NW 'A) of said Section thirty four (34), thence East along the South line of said Northwest quarter (NW 'A) of said Section Thirty four (34) One hundred and ninety eight (198) feet to the place of beginning W/.TC Miller Memorandum of Land Lease Agreement 2372219v1 SITE NAME: WATC Miller SITE NUMBER: ATTY/DATE: 10/21/13 LAND LEASE AGREEMENT This Agreement, made this 1-rth day of ; v' 2VY1 baf , 201_3 , between Board of Park Commissioners of the City of Waterloo, Iowa, with its principal offices located at 1101 Campbell Avenue, Waterloo, Iowa 50701, hereinafter designated LESSOR and Waterloo MSA LP 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 real property located at 1101 Campbell Avenue, City of Waterloo, County of Black Hawk, State of Iowa, as being further described in Exhibit "A" attached hereto and made a part hereof (the entirety of LESSOR's property is referred to hereinafter as the "Property"), being described as a Twenty foot (20') by Sixty foot (60') parcel containing One Thousand Two Hundred 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 right-of-way extending from the nearest public right-of-way, Campbell Avenue, 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 Parties agree that LESSOR shall have no responsibility to prepare the Premises in any way for LESSEE's use. It is currently contemplated that no trees will need to be removed to allow construction and operation of LESSEE'S facilities, and in no event will any trees be removed without the prior written consent of LESSOR. 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 Nine Thousand Six Hundred and No/100 Dollars ($9,600.00) to be paid in equal monthly installments on the first day of the month, in advance, to LESSOR or to WATC Miller Land Lease Agreement 2338122v4 1 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, or on the first day of January, 2014, whichever occurs first. 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 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 January 1st, 2014, 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. b. LESSOR hereby agrees to provide to LESSEE certain documentation (the "Rental Documentation") evidencing LESSOR's interest in, and right to receive payments under, this Agreement, including without limitation: (i) documentation, acceptable to LESSEE in LESSEE's reasonable discretion, evidencing LESSOR's good and sufficient title to and/or interest in the Property and right to receive rental payments and other benefits hereunder; (ii) a complete and fully executed Internal Revenue Service Form W-9, or equivalent, in a form acceptable to LESSEE, for any party to whom rental payments are to be made pursuant to this Agreement; and (iii) other documentation requested by LESSEE in LESSEE's reasonable discretion. From time to time during the Term of this Agreement and within thirty (30) days of a written request from LESSEE, LESSOR agrees to provide updated Rental Documentation in a form reasonably acceptable to LESSEE. The Rental Documentation shall be provided to LESSEE in accordance with the provisions of and at the address given in Paragraph 23. Delivery of Rental Documentation to LESSEE shall be a prerequisite for the payment of any rent by LESSEE and notwithstanding anything to the contrary herein, LESSEE shall have no obligation to make any rental payments until Rental Documentation has been supplied to LESSEE as provided herein. Within fifteen (15) days of obtaining an interest in the Property or this Agreement, any assignee(s), transferee(s) or other successor(s) in interest of LESSOR shall provide to LESSEE WATC Miller Land Lease Agreement 2338122v4 2 Rental Documentation in the manner set forth in the preceding paragraph. From time to time during the Term of this Agreement and within thirty (30) days of a written request from LESSEE, any assignee(s) or transferee(s) of LESSOR agrees to provide updated Rental Documentation in a form reasonably acceptable to LESSEE. Delivery of Rental Documentation to LESSEE by any assignee(s), transferee(s) or other successor(s) in interest of LESSOR shall be a prerequisite for the payment of any rent by LESSEE to such party and notwithstanding anything to the contrary herein, LESSEE shall have no obligation to make any rental payments to any assignee(s), transferee(s) or other successor(s) in interest of LESSOR until Rental Documentation has been supplied to LESSEE as provided herein. 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 each five (5) year extension term shall be equal to one hundred ten percent (110%) of the annual rental payable with respect to the immediately preceding five (5) year term. 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 one hundred ten percent (110%) of 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 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 Property 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 in respect of their respective interests, 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 WATC Miller Land Lease Agreement 2338122v4 3 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. LESSEE agrees to comply with all applicable governmental laws, rules, statutes and regulations relating to its operation, construction and use of said facility. Said facility and all modifications, repairs and maintenance thereto and thereof shall be constructed to industry standards and in a workmanlike manner, in accordance with this Agreement. LESSEE shall construct a security fence around the perimeter of the Premises (not including the access easement) consisting of the same materials and pattern as the existing fence on the Property with the lattice work interwoven so as to replicate the pattern of the existing fence. LESSOR shall maintain the fence; provided, however, LESSEE shall be responsible for fifty percent (50%) of the maintenance costs and expenses related to the fence and shall reimburse LESSOR for such amount within forty five (45) days of receipt an invoice detailing the maintenance expense. In the event that a future subtenant places equipment at the Premises, LESSEE shall only be responsible for thirty three percent (33%) of the maintenance costs and expenses related to the fence. Repair expenses for damage to or reconstruction of the fence if necessary shall be borne by the responsible party be it the LESSOR, LESSEE or any future subtenant. 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 WATC Miller Land Lease Agreement 2338122v4 4 timely manner; (iv) LESSEE determines that 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 of 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. 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. LESSOR and LESSEE each agree that at its own cost and expense, each will maintain 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 and LESSEE each agree that it will include the other Party as an additional insured. 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, WATC Miller Land Lease Agreement 2338122v4 5 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 as quickly as reasonably possible. 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 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), concrete pads, antenna structure(s), foundations or footings to a depth of four (4) feet below grade, equipment, conduits, fixtures and all personal property (collectively, the "Improvements") 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. If LESSEE' S Improvements are not removed within ninety (90) days after expiration or termination of this Agreement, said property will be deemed to be abandoned and will become the property of LESSOR. Following abandonment, LESSEE shall be liable for all costs incurred by LESSOR to dismantle, demolish or remove LESSEE'S improvements as set forth above. 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 WATC Miller Land Lease Agreement 2338122v4 6 be 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 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 a possessory, non -ownership 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 WATC Miller Land Lease Agreement 2338122v4 7 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; provided, however, that within thirty (30) days of such sale, assignment or transfer LESSEE shall notify LESSOR in writing of the transaction date and the identity and contact information for such buyer, assignee or transferee. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of the 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 tower space 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. All subleases shall require that antennas and equipment placed on the tower do not increase its overall height and shall be of a type and size substantially similar to that of the LESSEE, and any sublease not meeting these criteria shall require LESSOR'S consent prior to installation of antennas and equipment. It is contemplated that all subleases shall be of the right to affix antennas and related equipment on the tower, and not of the right to erect any additional tower on the Premises. Such tower space sublease shall not include any rights to the Land Space, and LESSOR reserves the right to lease directly to any tower space subtenant those areas within the Land Space designated as being reserved for future subtenants as depicted on Exhibit "A." In the event that LESSEE subleases tower space, LESSOR may also lease any portion of this reserved ground space directly to any such tower space subtenant, and LESSOR shall only collect rent for such ground space directly from such subtenant. LESSEE shall not be responsible to the LESSOR for the collection or payment of rents by any subtenant to the LESSOR, and the LESSEE shall have no liability to the LESSOR in the event of failure of payment by any subtenant. LESSEE shall have the sole right to determine in its commercially reasonable discretion, whether it will sublet tower space, and LESSEE shall have no liability of any nature to the LESSOR for failure to sublet tower space to any third party. WATC Miller Land Lease Agreement 2338122v4 8 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: Board of Park Commissioners of the City of Waterloo, Iowa 1101 Campbell Avenue Waterloo, Iowa 50701 LESSEE: Waterloo MSA LP 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. 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") 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 WATC Miller Land Lease Agreement 2338122v4 9 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 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. WATC Miller Land Lease Agreement 2338122v4 10 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 either Party so performs any of the other Party's obligations hereunder, the full amount of the reasonable and actual cost and expense incurred shall immediately be owing by the other Party to the Party incurring the cost or expense, and the other Party shall pay to the incurring Party 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, 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. WATC Miller Land Lease Agreement 2338122v4 11 c. LESSEE shall hold LESSOR harmless and indemnify LESSOR from and assume all duties, responsibility and liability at LESSEE's sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, 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, to the extent resulting 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, to the extent 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 the Premises or Property, if 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 WATC Miller Land Lease Agreement 2338122v4 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. Signatures on following page Remainder of page intentionally left blank WATC Miller Land Lease Agreement 2338122v4 13 IN WITNESS WHEREOF, the Parties hereto have set their hands by their duly authorized representatives and affixed their respective seals the day and year written below. LESSOR: LESSEE: Board of Park Commissioners of the City of Waterloo MSA LP Waterloo, Iowa d/b/a Verizon Wireless By: C'_[� k Name.. ��/ Its: dr B Name: Its: ) Date: Cr II r,f_rt_ n1(.41.3 WATC Miller Land Lease Agreement 2338122v4 By: Lynn Ramsey Its: Area Vice President Network Date: Remainder of page intentionally left blank 14 Exhibit "A" (Legal Description) Parent Parcel Page 1 of 5 That part of the vacated Campbell Avenue, lying west of the Orange Grove Avenue and east of relocated U.S. Highway No. 63, in the City of Waterloo, Iowa, AND Conveys the West half (W '/z) of the Northwest quarter (NW 1/4) of Section No. Thirty four (34) Township Eighty nine (89), Range thirteen (13) West of the Fifth P.M. except therefrom the right of way of the Chicago Great Northern Railway and excepting one acre reserve in the Southeast corner of said West half (W '/2) of Northwest quarter (NW '/a) more particularly described as follows: Beginning at the Southeast comer of the West half (W %z) of the Northwest quarter (NW 1/4) of said Section thirty four (34); thence North along the East line of said West half (W ''/z) of the Northwest quarter (NW 1/4) of said Section 34, two hundred and twenty (220) feet; thence West parallel with the South line of said Northwest quarter (NW 1/4) of said Section thirty four (34), one hundred and ninety eight (198) feet; thence South parallel with the east line of said West half (W '/2) of the Northwest quarter (NW 1/4) of said Section thirty four (34), two hundred twenty feet (220) to the South line of said Northwest quarter (NW 1/4) of said Section thirty four (34), thence East along the South line of said Northwest quarter (NW 'A) of said Section Thirty four (34) One hundred and ninety eight (198) feet to the place of beginning Proposed Land Space A part of the W %z NW '/a of Section 34, Township 89 North, Range 13 West of the 5th Principal Meridian, City of Waterloo, Black Hawk County, Iowa described as follows: Commencing as a point of reference at the SW corner of Lot 9, Block 10, Woodlawn Addition to Waterloo, Iowa; thence S89°20'42"W, 30.00 feet to the west right of way line of Orange Grove Avenue; thence S01 °27'33"E along said west right of way line, 24.16 feet; thence continuing S01°27'33"E along said west right of way line, 20.00 feet; thence S88°51'51"W, 201.37 feet; thence S66°57'23"W, 217.89 feet; thence S00°48'43"E, 101.15 feet to the Point of Beginning; thence N88°52'03"E, 32.93 feet; thence S01°07'34"E, 20.00 feet; thence S88°52'03"W, 60.00 feet; thence N01 °07'34"W, 20.00 feet; thence N88°52'03"E, 27.07 feet to the Point of Beginning, containing 0.03 acres. Proposed 20 Foot Wide Access Right of Way A part of the vacated Campbell Avenue in Section 27 and a part of the W '/2 NW 1/4 of Section 34, all in Township 89 North, Range 13 West of the 5th Principal Meridian, City of Waterloo, Black Hawk County, Iowa described as follows: Commencing as a point of reference at the SW corner of Lot 9, Block 10, Woodlawn Addition to Waterloo, Iowa; thence S89°20'42"W, 30.00 feet to the west right of way line of Orange Grove Avenue; thence S01027'33"E along said west right of way line, 24.16 feet to the Point of WATC Miller Land Lease Agreement 2338122v4 Exhibit "A" (Legal Description) Page 2 of 5 Beginning; thence continuing S01 °27'33"E along said west right of way line, 20.00 feet; thence S88°51'51"W, 201.37 feet; thence S66°57'23"W, 217.89 feet; thence S00°48'43"E, 101.15 feet; thence S88°52'03"W, 20.00 feet; thence N00°48'43"W, 114.69 feet; thence N66°57'23"E, 235.19 feet; thence N88°51'51 "E, 205.13 feet to the Point of Beginning, containing 0.25 acres. Proposed 10 Foot Wide Utility Right of Way A part of the W '/z NW 1/4 of Section 34, Township 89 North, Range 13 West of the 5th Principal Meridian, City of Waterloo, Black Hawk County, Iowa described as follows: Commencing as a point of reference at the SW corner of Lot 9, Block 10, Woodlawn Addition to Waterloo, Iowa; thence S89°20'42"W, 30.00 feet to the west right of way line of Orange Grove A''enue; thence S01 °27'33"E along said west right of way line, 24.16 feet; thence continuing S01°27'33"E along said west right of way line, 20.00 feet; thence S88°51'51"W, 201.37 feet; thence S66°57'23"W, 217.89 feet; thence S00°48'43"E, 101.15 feet; thence N88°52'03"E, 32.93 feet; thence S01 °07'34"E, 20.00 feet; thence S88°52'03"W, 60.00 feet to the Point of Beginning; thence continuing S88°52'03"W, 6.92 feet; thence N00°57'06"W, 176.49 feet; thence N72°38'37"W, 70.00 feet; thence N17°21'23"E, 10.00 feet; thence S72°38'37"E, 77.22 feet; thence S00°57'06"E, 163.69 feet; thence S88°52'03"W, 3.14 feet; thence S01°07'33"E, 20.00 feet to the Point of Beginning containing 0.06 acres. Proposed 5 Foot Wide Utility Right of Walt A part of the vacated Campbell Avenue in Section 27 and a part of the W %z NW 1/4 of Section 34 all in Township 89 North, Range 13 West of the 5th Principal Meridian, City of Waterloo, Black Hawk County, Iowa described as follows: Commencing as a point of reference at the SW corner of Lot 9, Block 10, Woodlawn Addition to Waterloo, Iowa; thence S89°20'42"W, 30.00 feet to the west right of way line of Orange Grove Avenue; thence S01 °27'33"E along said west right of way line, 14.94 feet to the Point of Beginning; thence continuing S01°27'33"E, 5.00 feet; thence S89°18'48"W, 80.98 feet; thence S88°39'29"W, 204.76 feet; thence S32°54'41"W, 42.38 feet; thence S89°22'19"W, 74.65 feet; thence S71°17'38"W, 45.32 feet; thence N00°57'06"W, 5.25 feet; thence N71°17'38"E, 44.52 feet; thence N89°22'19"E, 72.76 feet; thence N32°54'41"E, 42.34 feet; thence N88°39'29"E, 207.44 feet; thence N89° 18'48"E, 80.98 feet to the Point of Beginning, containing 0.05 acres. 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