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HomeMy WebLinkAboutVerizon-Master Lease Agmnt & Supplement 8861 & 8906 - 6/18/2018SITE NAME: Waterloo MLA SITE NUMBER: AT DATE: GJ MASTER LEASE AGREEMENT 00 This Master Lease Agreement (the "Agreement") made this to day of �t� 20 between the City of Waterloo, Iowa, with its principal offices located at 715 Mulberry Street, Waterloo, Iowa 50703, hereinafter designated LESSOR and Southwestco Wireless, Inc. d/b/a Verizon Wireless, with Its principal offices located at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 (telephone number 866-862-4404), hereinafter designated LESSEE. LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties" or individually as the "Party." RECITALS WHEREAS, LESSOR is the owner of, or holds a leasehold or other possessory interest in, certain properties, utility poles and/or facilities, which are located within the geographic area of a license held by LESSEE to provide wireless services issued by the Federal Communications Commission (the "FCC License"); and WHEREAS, LESSEE desires to install, maintain and operate communications equipment on certain of LESSOR's properties, utility poles and/or facilities; and WHEREAS, LESSOR and LESSEE desire to enter into this Agreement to define the general terms and conditions which would govern their relationship with respect to particular sites at which LESSOR may wish to permit LESSEE to install, maintain, and operate communications equipment; and WHEREAS, LESSOR and LESSEE acknowledge that they will enter into a lease supplement ("Supplement"), in substantially the form attached hereto as Exhibit A, with respect to each particular location or site on 'which the LESSOR agrees to allow LESSEE to install, maintain, and operate communications equipment; and WHEREAS, the Parties acknowledge that different related entities may operate or conduct the business of LESSOR and LESSEE in different geographic areas, and as a result, each Supplement may be signed by LESSEE and LESSOR's affiliated entities as further described herein, as appropriate based upon the ownership or other interest In the subject property, utility poles or facility, in the case of LESSOR, and the entity holding the FCC License in the subject geographic location, in the case of LESSEE. NOW THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound hereby, the Parties agree as follows: 1. PREMISES. Pursuant to all of the terms and conditions of this Agreement and the applicable Supplement, LESSOR agrees to lease to LESSEE certain space .described in the applicable Supplement upon LESSOR's utility poles (the "Poles") and/or surrounding real and/or personal property (LESSOR's Poles, personal property and surrounding real property are hereinafter sometimes collectively referred to as the "Property"), for the installation, operation and maintenance of communications equipment; together with the non-exclusive right of ingress and egress from a public right-of-way, seven (7) days a week, twenty four (24) hours a day, over, under and through the Property to and from the Premises (as hereinafter defined) for the purpose of installation, operation and maintenance of LESSEE's communications facility. Notwithstanding the foregoing, in the event a Pole is not located in the public right-of-way or is not located upon Property which allows public access seven (7) days a week, twenty four (24) hours a day, LESSEE shall provide LESSOR twenty four (24) hours' advance notice to LESSOR by contacting LESSOR's emergency number at (319) 291-4267, except in the event access to the Pole is required for emergency maintenance and/or repair, in which case LESSEE shall provide LESSOR advance notice as is reasonably practical given the circumstances. The space leased by LESSOR to LESSEE described in the applicable Supplement is hereinafter collectively referred to as the "Premises". The Premises may include, without limitation, certain space on the ground (the "Equipment Space") on the Property, and space on the Poles sufficient for the installation, operation and maintenance of antennas and other equipment (the "Antenna Space") as described in the Supplement. Notwithstanding anything in any Supplement to the contrary, the Premises under each Supplement shall include such additional space necessary for the installation, operation and maintenance of wires, cables, conduits, and pipes (the "Cabling Space") running between and among the various portions of the Premises and to all necessary electrical and telephone utility, cable, and fiber sources located within the Property. If there are not sufficient electric and telephone utility, cable, or fiber sources located on the Property, LESSOR agrees to grant LESSEE, or the local utility, or fiber or cable provider, the right to install any utilities, cable, and fiber on, thru, over, and under the Property necessary for LESSEE to operate its communications facility, provided the location of those utilities, cable, and fiber shall be as reasonably designated by LESSOR. 2. CONDITION OF PROPERTY. LESSOR shall deliver the Premises to LESSEE in a condition ready for LESSEE's construction of its improvements and clean and free of debris. LESSOR represents and warrants to LESSEE that as of the Effective Date of each Supplement, and continuing throughout the Term as hereinafter defined) of each Supplement: (a) the Property is in compliance with all Laws (as defined in Paragraph 23 below), including any applicable building codes, regulations, or ordinances that may exist with regard to the Poles, or any part thereof; and (b) LESSOR will facilitate LESSEE's investigation of the Property to determine whether or not lead-based paint, asbestos, or other hazardous substances (as that term may be defined under any applicable federal, state or local law) are present on the Premises. If a breach of the representations and warranties contained in this Paragraph 2 is discovered at any time during the Term of a particular Supplement, LESSOR shall, promptly after receipt of written notice from LESSEE setting forth a description of the breach, rectify the non-compliance at LESSOR's expense. 3. TERM: RENTAL. This Agreement shall be for a term of twenty-five (25) years commencing upon the execution hereof by both Parties. Each Supplement shall be effective as of the date of execution by both Parties the "Effective Date"), provided however, the initial term of each Supplement shall be for five (5) years and shall commence on the first day of the month following the day that LESSEE commences installation of its equipment on the Premises (the "Commencement Date"), at which time rental payments shall commence and be due at a total annual rental which shall be assessed pursuant to pole attachment rates established by the FCC and reflected in the corresponding Supplement, to be paid in advance annually on the Commencement Date and on each anniversary of the Commencement Date, in advance, to the payee designated by LESSOR in the Supplement, or to 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 17 below. LESSOR and LESSEE acknowledge and agree that the initial rental payment for each Supplement may not actually be sent by LESSEE until thirty (30) days after the Commencement Date. LESSOR and LESSEE agree that they shall acknowledge in writing the Commencement Date of each Supplement. 2 Upon agreement of the Parties, LESSEE may pay rent by electronic funds transfer and in that event, LESSOR agrees to provide to LESSEE bank routing information for that purpose upon request of LESSEE. LESSOR hereby agrees to provide to LESSEE certain documentation (the "Rental Documentation") including without limitation: (i) regarding the right of LESSOR to receive rental payments and other benefits under each Supplement; (ii) a completed, most current version of Internal Revenue Service Form W-9, or equivalent, and applicable state or local withholding forms, for any party to whom rental payments are to be made pursuant to this Agreement or a Supplement; and (iii) other documentation requested by LESSEE to comply with the requirement of any applicable laws, rules, regulations, ordinances, directives, or covenants now in effect, or which may hereafter come into effect. Within fifteen (15) days of obtaining an interest in any Property, Supplement or this Agreement, any assignee(s), transferees) or other successor(s) in interest of LESSOR must provide to LESSEE such Rental Documentation. All documentation must be acceptable to LESSEE in LESSEE's reasonable discretion. Delivery of Rental Documentation to LESSEE shall be a prerequisite for the delivery of any rental payment by LESSEE. Notwithstanding anything to the contrary herein, or in any Supplement, LESSEE may hold all rent payments until Rental Documentation has been supplied to LESSEE as provided herein. 4. ELECTRICAL. At all times during the Term of each Supplement, LESSEE shall be permitted to connect its equipment to any existing electrical service and telephone service within the Premises. In the event LESSEE utilizes existing electrical and telephone service at the Premises, then a specified amount may be added to the annual rent due under each Supplement as additional rent as consideration for LESSEE's electrical service usage. In the event electrical and telephone service does not exist at the Premises, then LESSEE shall be permitted to obtain and install such services from the utility provider of LESSEE's choosing. LESSOR agrees to grant LESSEE and/or its provider the right to install such support services in a location as reasonably designated by LESSOR. LESSEE and/or its utility provider shall be permitted to upgrade such services, if necessary. If permitted by the local utility company servicing the Premises, LESSEE shall furnish and install an electrical meter at the Premises for the measurement of electrical power used by LESSEE's installation, and shall pay the utility company directly for its electrical service usage. LESSEE shall be permitted at any time during the Term (as defined herein) of each Supplement, to install, maintain, and/or provide access to and use of, as necessary (during any power interruption at the Premises), a temporary power source and a temporary installation of any other services and equipment required to keep LESSEE's communications facility operational, along with all related equipment and appurtenances within the Premises, or elsewhere on the Property in such locations as reasonably approved by LESSOR. LESSEE shall have the right to install conduits connecting the temporary power source, and the temporary installation of any other services and equipment required to keep LESSEE's communications facility operational, and related appurtenances to the Premises. 5, EXTENSIONS. Each Supplement 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 three (3) months prior to the end of the then current term. The initial term and all extensions under a Supplement shall be collectively referred to herein as the "Term". Notwithstanding anything herein, after the expiration of this Agreement, its terms and conditions shall 3 survive and govern with respect to any remaining Supplements in effect until their expiration or termination. 6. 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 shall have the right, without any increase in rent, to replace, repair, add or otherwise modify its utilities, fiber or cable, equipment, antennas and/or conduits or any portion thereof, and the frequencies over which the equipment operates ("Modifications", whether the equipment, antennas, conduits or frequencies are specified or not on any exhibit attached to a Supplement, during the Term, so long as such Modifications do not substantially or materially alter LESSEE's equipment. Any substantial or material modifications to the equipment will require LESSOR's prior written approval, which shall not be unreasonably withheld, conditioned or delayed. It is understood and agreed that LESSEE's ability to use the Premises is contingent upon LESSEE obtaining after the execution date of each Supplement 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 a satisfactory Pole structural analysis that will permit LESSEE use of the Premises as set forth above. LESSOR shall cooperate with LESSEE in its effort to obtain the Governmental Approvals, and shall take no action which would adversely affect the status of the Property with respect to the proposed use thereof by LESSEE. LESSEE shall have the right to terminate the applicable Supplement if: (i) any of the applications for Governmental Approvals is 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 the Governmental Approvals may not be obtained in a timely manner; (iv) LESSEE determines that the Premises is no longer technically compatible for its use; or (v) LESSEE, in its sole discretion, determines that the use of the Premises is obsolete or unnecessary. Notice of LESSEE's exercise of its right to terminate shall be given to LESSOR in accordance with the notice provisions set forth in Paragraph 17 and shall be effective upon the mailing of that notice by LESSEE, or upon such later date as designated by LESSEE. All rentals paid to the termination date shall be retained by LESSOR. Upon such termination, the applicable Supplement 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 thereunder. Otherwise, the LESSEE shall have no further obligations for the payment of rent to LESSOR for the terminated Supplement. 7. INDEMNIFICATION. Subject to Paragraph 8 below, to the extent allowed by law, each Party shall defend, 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. For purposes of this Paragraph, neither LESSEE nor any other third party to whom LESSOR has granted a right or permit to locate cable, telecommunications or other similar facilities upon the Property for use by persons other than LESSOR shall be deemed a contractor or agent of LESSOR. The indemnified Party will provide the indemnifying Party with prompt, written notice of any written claim covered by this indemnification; provided that any failure of the indemnified Party to provide any such notice, or to provide it promptly, shall not relieve the indemnifying Party from its indemnification obligations in respect of such claim, except to the extent the indemnifying Party can establish actual prejudice and direct damages as a result thereof. The indemnified Party will cooperate appropriately with the indemnifying Party in connection with the indemnifying Party's defense of such claim. The indemnifying Party shall defend any indemnified Party, at the indemnified Party's request, against any claim with counsel reasonably satisfactory to the indemnified Party. The indemnifying Party shall not settle or compromise any such claim or consent to the entry of any judgment without the prior written consent of each indemnified Party and without an unconditional release of all claims by each claimant or plaintiff in favor of each indemnified Party. 8. INSURANCE. a. To the extent allowed by law, 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 $2,000,000.00 per occurrence for bodily injury (including death) and for damage or destruction to property. LESSOR and LESSEE each agree that it will include the other Party as an additional insured. 9. LIMITATION OF LIABILITY. Except for indemnification pursuant to Paragraphs 7 and 21, a violation of Paragraph 26, or a violation of applicable law, 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. 10. ANNUAL TERMINATION. Notwithstanding anything to the contrary contained herein, provided LESSEE is not in default hereunder beyond applicable notice and cure periods, LESSEE shall have the right to terminate each Supplement upon the annual anniversary of the Commencement Date provided that three (3) months prior notice is given to LESSOR. 11, 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 tenants of the Property which existed on the Property prior to the date the applicable Supplement is executed by the Parties. In the event any after -installed LESSEE's equipment causes such interference, and after LESSOR has notified LESSEE of such interference by a written communication and a call to LESSEE's Network Operations Center [at (800) 224-6620/(800) 621- 2622], 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 interfering equipment and later powering up such interfering equipment for intermittent testing. If the interference continues for a period in excess of 48 hours following such notification, LESSOR shall have the right to require LESSEE to reduce power, and/or cease operations until such time LESSEE can effect repairs to the interfering equipment. In no event will LESSOR be entitled to terminate a Supplement or relocate the Equipment as long as LESSEE is making a good faith and diligent effort to remedy the interference issue. LESSOR agrees that LESSOR and/or any other users 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 5 standards to the then existing equipment of LESSEE. If LESSEE determines, in its reasonable discretion, that LESSOR'S equipment or any other user's equipment permitted by LESSOR is causing interference, LESSOR shall, upon written communication and a call from LESSEE to LESSOR's emergency number (319) 291-4267 , take all steps necessary to correct and eliminate the interference, including causing other users causing such interference to correct and eliminate the interference. If the interference continues for a period in excess of 48 hours following the notification, LESSOR shall, or shall require any other user to, reduce power and/or cease operations until such time as LESSOR, or the other user, can effect repairs to the interfering equipment. 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. 12. REMOVAL AT END OF TERM. LESSEE shall, within ninety (90) days after expiration of the Term, or any earlier termination of a Supplement, remove its equipment, conduits, fixtures and all personal property 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. If the time for removal causes LESSEE to remain on the Premises after termination of the Supplement, 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 antenna structure, fixtures and all personal property are completed. 13. I NTE NTIO NALLY OM ITTE D. 14. RIGHTS UPON SALE. If, at any time during the Term of any Supplement, LESSOR decides: (i) to sell or transfer all or any part of the Property or the Poles thereon to a purchaser other than LESSEE, or (ii) to grant to a third party by easement or other legal instrument an interest in 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, then any such purchaser or transferee must recognize LESSEE's rights hereunder and under the terms of the affected Supplement(s). 15, QUIET ENJOYMENT AND REPRESENTATIONS. LESSOR covenants that LESSEE, on paying the rent and performing the covenants herein and in a Supplement, shall peaceably and quietly have, hold and enjoy the Premises. LESSOR represents and warrants to LESSEE as of the execution date of each Supplement, 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 the Supplement. 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 that prevent or adversely affect the use or occupancy of the Premises by LESSEE as provided in this Agreement and in the applicable Supplement(s). 16. ASSIGNMENT, This Agreement and each Supplement under it 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 FCC in which the Property is located by reason of a merger, acquisition or other business reorganization ('LESSEE Affiliate"). As to other parties, this Agreement and each Supplement may not be sold, assigned or transferred without the written consent of the LESSOR, which consent will not be D 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. 17. NOTICES. All notices hereunder must be in writing and are 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 to any other address that the Party to be notified may have designated to the sender by like notice): LESSOR: City of Waterloo, Iowa Attn: City Engineer 715 Mulberry Street Waterloo, IA 50703 LESSEE: Southwestco Wireless, Inc. d/b/a Verizon Wireless Attention: Network Real Estate 180 Washington Valley Road Bedminster, New Jersey 07921 Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 18. RECORDING. LESSOR agrees to execute a Memorandum of each Supplement 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 rental payments. 19. DEFAULT. If there is a breach by a Party with respect to any of the provisions of this Agreement, or under the provisions of an individual Supplement, the non -breaching Party shall give the breaching Party written notice of that breach. After receipt of the written notice, the breaching Party shall have thirty (30) days in which to cure the breach, provided the breaching Party shall have such extended period as may be required beyond the thirty (30) days if the breaching Party commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion, but in no event more than ninety (90) calendar days after receipt of written notice. The non - breaching Party may not maintain any action or effect any remedies for default against the breaching Party unless and until the breaching Party 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, or under an individual Supplement, 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, and if the failure to perform that obligation interferes with LESSEE's ability to conduct its business in the Premises; provided, however, that if the nature of LESSOR's obligation is such that more than five (5) days after notice is reasonably required for its performance, then it shall not be a default under this Agreement or the applicable Supplement if performance is commenced within such five (5) day period and thereafter diligently pursued to completion, but in no event more than fifteen (15) calendar days after receipt of i� written notice. LESSOR and LESSEE agree that a default under an individual Supplement does not constitute a default under this Agreement 20, REMEDIES. 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 that default, the non -defaulting Party may terminate the applicable Supplement 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. Further, 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. If LESSEE undertakes any such performance on LESSOR's behalf and LESSOR does not pay LESSEE the full undisputed amount within thirty (30) days of its receipt of an invoice setting forth the amount due, LESSEE may offset the full undisputed amount due against all fees due and owing to LESSOR under the applicable Supplement until the full undisputed amount is fully reimbursed to LESSEE. 21. ENVIRONMENTAL. LESSEE shall conduct its business in compliance with all applicable laws governing the protection of the environment or employee health and safety ("EH&S Laws"). LESSEE shall indemnify and hold harmless LESSOR from claims to the extent resulting from LESSEE's violation of any applicable EH&S Laws or to the extent that LESSEE causes a release of any regulated substance to the environment. To the extent permitted by applicable law, LESSOR shall indemnify and hold harmless LESSEE from all claims resulting from the violation of any applicable EH&S Laws or a release of any regulated substance to the environment except to the extent resulting from the activities of LESSEE or its agents. The Parties recognize that LESSEE is only licensing a small portion of LESSOR's property and that LESSEE shall not be responsible for any environmental condition or issue except to the extent resulting from specific activities and responsibilities of LESSEE or its agents. In the event that LESSEE encounters any hazardous substances that do not result from its activities, LESSEE may relocate its facilities to avoid such hazardous substances to a mutually agreeable location or, if LESSEE desires to remove at its own cost all or some the hazardous substances or materials (such as soil) containing those hazardous substances, LESSOR agrees to sign any necessary waste manifest associated with the removal, transportation and/or disposal of such substances. 22. 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 the Supplement upon fifteen (15) days prior written notice to LESSOR. Any such notice of termination shall cause the Supplement 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 the Supplement and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under the Supplement. Notwithstanding the foregoing, 3 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. 23. APPLICABLE LAWS. During the Term, LESSOR shall maintain the Property and the Poles 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, 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; and (b) all building codes requiring modifications to the Premises due to the improvements being made by LESSEE in the Premises. It shall be LESSOR's obligation to comply with all Laws relating to the Property and Poles in general, without regard to specific use (including, without limitation, modifications required to enable LESSEE to obtain all necessary building permits). 24. AUTHORIZED ENTITIES, This Agreement is entered into by the Parties each on its own behalf and for the benefit of: (i) any entity in which the Party directly or indirectly holds an equity or similar interest; (ii) any entity which directly or indirectly holds an equity or similar interest in the Party; or (iii) any entity directly or indirectly under common control with the Party. Each Party and each of the entities described above are referred to herein as an "Authorized Entity". No obligation is incurred or liability accepted by any Authorized Entity until that Authorized Entity enters into a site specific Supplement. Only the Party and the Authorized Entity executing a Supplement are responsible for the obligations and liabilities related thereto arising under that Supplement and this Agreement. All communications and invoices relating to a Supplement must be directed to the Authorized Entity signing the Supplement. A default by any Authorized Entity will not constitute or serve as a basis for a default by any other Authorized Entity not a party to the applicable Supplement. 25, MISCELLANEOUS, This Agreement and the Supplements that may be executed from time to time hereunder contain all agreements, promises and understandings between the LESSOR and the LESSEE regarding this transaction, and no oral agreement, promises or understandings shall be binding upon either the LESSOR or the LESSEE in any dispute, controversy or proceeding. This Agreement may not be amended or varied except in a writing signed by all Parties. This Agreement shall extend to and bind the heirs, personal representatives, successors and assigns hereto. 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 hereunder shall not waive such rights and such party shall have the right to enforce such rights at any time. The performance of this Agreement via each Supplement shall be governed, interpreted, construed and regulated by the laws of the state in which the Premises is located without reference to its choice of law rules. 26. INTENTIONALLY OMITTED. 27, STRUCTURE RECONDITIONING, REPAIR, REPLACEMENT. aI From time to time, LESSOR paints, reconditions, or otherwise improves or repairs the Poles in a substantial way ("Reconditioning Work"). LESSOR shall reasonably cooperate with LESSEE to carry out Reconditioning Work activities in a manner that minimizes interference with LESSEE's approved use of the Premises. E b. Prior to commencing Reconditioning Work, LESSOR shall provide LESSEE with not less than sixty (60) days prior written notice. Upon receiving that notice, it shall be LESSEE's sole responsibility to provide adequate measures to cover or otherwise protect LESSEE's equipment from the consequences of the Reconditioning Work, including but not limited to paint and debris fallout. LESSOR reserves the right to require LESSEE to remove all of LESSEE's equipment from the Poles and Premises during Reconditioning Work, provided the requirement to remove LESSEE's equipment is contained in the written notice required by this Section. c. During LESSOR's Reconditioning Work, LESSEE may maintain a temporary communications facility on the Property, or after approval by LESSOR, on any land owned or controlled by LESSOR in the vicinity of the Property. If the Property will not accommodate LESSEE's temporary communications facility, or if the Parties cannot agree on a temporary location, the LESSEE, at its sole option, shall have the right to terminate the applicable Supplement upon thirty (30) days written notice to LESSOR. d. LESSEE may request a modification of LESSOR's procedures for carrying out Reconditioning Work in order to reduce the interference with LESSEE's use of the Premises. If LESSOR agrees to the modification, LESSEE shall be responsible for all reasonable incremental cost related to the modification. e. If the Poles need to be replaced ("Replacement Work"), LESSOR shall provide LESSEE with at least sixty (60) days' written notice to remove its equipment. LESSOR shall also promptly notify LESSEE when the Poles have been replaced and LESSEE may re -install its equipment. During LESSOR's Replacement Work, LESSEE may maintain a temporary communications facility on the Property, or after approval by LESSOR, on any land owned or controlled by LESSOR in the vicinity of the Property. If the Property will not accommodate LESSEE's temporary communications facility or if the Parties cannot agree on a temporary location, the LESSEE, at its sole option, shall have the right to terminate the applicable Supplement upon thirty (30) days written notice to LESSOR. f. If the Poles need to be repaired due to storm or other damage ("Repair Work"), LESSOR shall notify LESSEE to remove its equipment as soon as possible. In the event of an emergency, LESSOR shall contact LESSEE by telephone at LESSEE's Network Operations Center [at (800) 224-6620/(800) 621- 2622] prior to removing LESSEE's Equipment. Once the Poles have been replaced or repaired, LESSOR will promptly notify LESSEE it can reinstall its equipment. During LESSOR's Repair Work, LESSEE may maintain a temporary communications facility on the Property, or after approval by LESSOR, on any land owned or controlled by LESSOR in the vicinity of the Property. If the Property will not accommodate LESSEE's temporary communications facility, or if the Parties cannot agree on a temporary location, or if the Pole(s) cannot be repaired or replaced within thirty (30) days, LESSEE, at its sole discretion, shall have the right to terminate the applicable Supplement upon thirty (30) days written notice to LESSOR. However, at LESSEE's sole option, within thirty (30) days after the casualty damage, LESSOR must provide LESSEE with a replacement Supplement to lease space at a new location upon which the Parties mutually agree. The monthly rental payable under the new replacement Supplement will not be greater than the monthly rental payable under the terminated Supplement. The new replacement Supplement shall have an initial term of five (5) years, and shall have extension terms as provided in Paragraph 5 of this Agreement. [Balance of page intentionally left blank] ]0 IN WITNESS WHEREOF, the Parties have executed this Master Lease Agreement effective the day and year first above written. WITNESS 11 LESSOR: City of Waterloo, Iowa Name: t�ylGf�yU`� Date: x' 18 b6 LESSEE: Southwestco Wireless, Inc. d/b/a Verizon Wireless By: Name: lames R Martin Its: Dlreetor- Nelwnrk Fiald Fnninaarin9 Date: EXHIBIT A LEASE SUPPLEMENT This Lease Supplement ("Supplement"), is made this day of , 20_ between whose principal place of business is <Address>, City, State, ("Lessor"), and d/b/a Verizon Wireless, whose principal place of business is One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 ("Lessee"). 1. Master Lease Agreement. This Supplement is a Supplement as referenced in that certain Master Lease Agreement between and dated 201_, (the "Agreement"). All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification or inconsistency between the terms of the Agreement and this Supplement, the terms of this Supplement shall govern. Capitalized terms used in this Supplement shall have the same meaning described for them in the Agreement unless otherwise indicated herein. 2. Premises. Lessor hereby leases to Lessee certain spaces on and within Lessor's Property located at <INSERT SITE ADDRESS>, including, without limitation, approximately (_) square feet of Equipment Space, and Antenna Space on the Poles. The Equipment Space, Antenna Space and Cabling Space are as shown on Exhibit 1, attached hereto and made a part hereof. 3. Term. The Commencement Date and the Term of this Supplement shall be as set forth in the Agreement [add if applicable: provided, however, that the Term of this Supplement shall be subject to the term of the Ground Lease[or Easement] (as hereinafter defined).]. 4. Consideration. Rent under this Supplement shall be per year, payable to at In consideration for electrical service, shall be added to the annual rent due under this Supplement as additional rent.] 5. Easement. The parties acknowledge that Lessor's rights in the Site derive from a certain agreement dated between Lessor and ("Land Owner"), hereinafter referred to as "Easement", and attached to this Supplement as Exhibit 2. This Supplement shall not be effective until Lessee has approved the Easement, and Lessee shall be under no obligation to proceed under this Supplement unless and until the form of the Easement is acceptable to Lessee. By its signature below, Lessee has reviewed and approved of the Easement. [6. [if applicable] Consent. The consent of the Land Owner to this Supplement [check as applicable]: _ is NOT required,•_ is required and the executed Land Owner's Consent is attached to this Supplement as Exhibit 3.1 Site Specific Terms. (Include any site-specific terms) 12 IN WITNESS WHEREOF, the Lessor and the Lessee have executed this Supplement effective the day and year first above written. WITNESS WITNESS LESSOR: <ENTITY NAME> By: Name: Title: Date: LESSEE <VERIZON WIRELESS ENTI7Y> By: _ Name: Title: Date: 13 EXHIBIT 1 Site Plan of Premises 14 EXHIBIT 2 Easement [if applicable] 15 EXHIBIT 3 landowner's Consent cif applicable] 16 SITE NAME: WAT SUNNYSIDE SCI SITE NUMBER: 20161423542/418861 TTY/DATE: GJ Please return this copy to: City Clerk & Flounce Dept, 715 Mulberry St. Waterloo, IA 50703 LEASE SUPPLEMENT N� This Lease Supplement ("Supplement"), is made this lP day 04-A�-kL— , 20 8 between the City of Waterloo, Iowa, with its principal office located at 715 Mulberry Street, Waterloo, Iowa 50703 ("Lessor"), and Southwestco Wireless, Inc. d/b/a Verizon Wireless, with its principal offices located at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 ("Lessee"), Lessor and Lessee are at times collectively referred to hereinafter as the "Parties" or individually as the "Party." 1. Master Lease Agreement. This Supplement is a Supplement as referenced in that certain Master Lease Agreement between Lessor and Lessee dated �V- � t8 2018, (the "Agreement"). All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification or inconsistency between the terms of the Agreement and this Supplement, the terms of this Supplement shall govern. Capitalized terms used in this Supplement shall have the same meaning described for them in the Agreement unless otherwise indicated herein. 2. Premises. Lessor hereby leases to Lessee certain space on and within Lessor's Property located at 4013 Shoppers Blvd, Waterloo, Iowa 50701, including, without limitation, Equipment Space, Antenna Space, and Cabling Space on Lessor's Pole. The location of the Pole, Equipment Space and Antenna Space are as shown on Exhibit 1, attached hereto and made a part hereof. 3. Term. The Commencement Date and the Term of this Supplement shall be as set fort h in Section 3 of the Agreement. 4. Consideration. Rent under this Supplement shall be $30.00 per year, payable to Lessor at the address set forth in Section 17 of the Agreement. 5. Site Specific Terms. The Parties acknowledge that a new utility pole, which upon installation shall be considered a "Pole" as defined in the Agreement, must be installed in the approximate location and as generally described in Exhibit 1 in order to accommodate the Lessee equipment at the Premises, The Parties agree that Lessee shall acquire and install the new Pole at Lessee's expense. The Pole shall be of mutually agreeable style, size and quality, with Party approval to not be unreasonably withheld, conditioned or delayed. As part of Lessee's installation of the Pole, Lessee shall coordinate the addition of electrical services for use by Lessee at the Pole site. Upon completion of the installation of the Pole, Lessee shall be permitted to install its equipment upon the Pole and within the Premises at Lessee's expense. Upon installation of the Pole, Lessor shall own and maintain the Pale in accordance with applicable law and terms of the Agreement. At the request of either Party, the Parties shall execute a Bill of Sale memorializing the transfer of ownership of the Pole to Lessor in the form attached as Exhibit 2. However, Lessee shall maintain its equipment and utility connections to the site at its expense. [Signatures appear on following page] IN WITNESS WHEREOF, the Lessor and the Lessee have executed this Supplement effective the day and year first above written. �c- WITNESS WITNESS WITNESS LESSOR: City o(f Waterloo, Iowa�7 Name: Title: Date: b LESSEE: Southwestco Wireless, Inc. d/b/a Verizon Wireless T Name: Title: Date: EXHIBIT 1 Site an of Premises (See attached Site Plan) I Iv 9999 i �%IBI1C RIGNf OF WAY LINE vvvvv a firIV' 4� 3 y 1 � I I' \ y \ EXISTING TREES \ E%ISREE TREE ;' "' POWER hUNU NgE/PULL BOXY x x %%%%%%%%% LESSOR - LESSOR REPULENEM y11 17, VII V- IAIV- IV I IV 1 11 FlBLit HWO FKKE/PULL W%;: r n r { r E TAMER PNtK DRNE NORTk� PUAL�C R%W (NPl SUNN`lSli). SG1r. 30.3' AGL 27.0' AGL 27.0' AGL LESSEE ANTENNA SPACE APPROXIMATE E UIPMENT SPACE CENTERLINE 21.7' AGL LESSEE EQUIPMENT SPACE 0.0' AGL LESSEE REPLACEMENT POLE WAT SUNNYSIDE SC1 EXHIBIT 2 Bill of Sale ea ached Bill of Sale) QUITCLAIM BILL Of SALE FOR VALUABLE CONSIDERATION, Southwestco Wireless, Inc. d/b/a Verizon Wireless, Seller, sells and conveys to the City of Waterloo, Iowa, Buyer, the following personal property: one (1) light pole and light fixtures affixed thereto (the "Personal Property) located at 4013 Shoppers Blvd, Waterloo, Iowa 50701. The Personal Property is further depicted on Exhibit A, attached hereto and made a part hereof. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE PERSONAL PROPERTY OR ITS MERCANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, BY ITS ACCEPTANCE OF THIS QUITCLAIM BILL OF SALE, BUYER ACKNOWLEDGES THAT IT HAS FULLY INSPECTED THE PERSONAL PROPERTY AND BUYER ACCEPTS THE SAME "WHERE IS" AND IN ITS PRESENT USED AND "AS IS" CONDITION. This Quit Claim Bill of Sale merely conveys to Buyer all right, title and interest, if any, of Seller in the Personal Property, but this shall not convey any of the communications equipment or appurtenances of Seller that are installed, attached, mounted or otherwise connected to the Personal Property. By its acceptance of this Quit Claim Bili of Sale, Buyer hereby assumes the full risk of any injuries, damages or loss related to the Personal Property except to the extent such liability is caused by Seller's gross negligence or intentional or willful acts and except for third -party injuries, damages or losses occurring prior to the execution of this Quit Claim Bill of Sale. Buyer hereby indemnifies and agrees to hold Seller harmless and forever releases, relieves, discharges and covenants not to sue Seller for any and all claims, liabilities, demands, costs and expenses (including attorney's fees), actions, proceedings, causes of action of any kind, known or unknown, claimed or concealed, based on any theory whatsoever, including claims arising out of Seller's negligence and except to the extent any claim is caused by Seller's gross negligence or intentional willful acts, which Buyer or any third party has, ever had, or ever claims to have ever had or may have against Seller, which are related to the Personal Property conveyed hereunder and except for third -party injuries, damages or losses occurring prior to the execution of this Quit Claim Bill of Sale. This Quit Claim Bill of Sale contains the entire agreement and representations of the parties related to the sale of the Personal Property, may not be altered except by a written instrument signed by both parties, and shall be construed in accordance with the laws of Iowa. Southwestco Wireless, Inc. d/b/a Verizon Wireless By: Its: Exhibit A Personal Property ea ac e g) TOP Of LIGHT HEIGHT 30.3' AGL _ TOP OF POLE HEIGHT 27.0' AGL APPROXIMATE ANTENN SPACE CENTERLINE I KILIGHT 27.0'AGL LESSEE ANTENNA SPACE APPROXIMATE E UIPMENT SPACE CENTERLINE 21.7' AGL --J LESSEE EQUIPMENT SPACE LESSEE REPLACEMENT POLE HANDHOLE OL GROUND ELEVATION fL 0.0' AGL WAT SUNNYSIDE SC1 Please return this copy te. City Clerk & Finance Dept. ]35 Mulberry St. Inc, IA 50703 SITE NAME: WAT SUNNYSIDE SUB SITE NUMBER: 20161423950/418906 ATTY/DATE: GJ LEASE SUPPLEMENTqq� This Lease Supplement ("Supplement"), is made this ,U day of3 Kk. , 20(� between the City of Waterloo, Iowa, with its principal office located at 715 Mulberry Street, Waterloo, Iowa 50703 ("Lessor"), and Southwestco Wireless, Inc. d/b/a Verizon Wireless, with its principal offices located at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 ("Lessee"). Lessor and Lessee are at tImes collectively referred to hereinafter as the "Parties" or individually as the "Party." 1. Master Lease Agreement. This Supplement is a Supplement as referenced in that certain Master Lease Agreement between Lessor and Lessee dated NjWre IS 2018, (the "Agreement"), All of the terms and conditions of the Agreement are incorporated herein by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification or inconsistency between the terms of the Agreement and this Supplement, the terms of this Supplement shall govern. Capitalized terms used in this Supplement shall have the same meaning described for them in the Agreement unless otherwise indicated herein. 2. Premises. Lessor hereby leases to Lessee certain space on and within Lessor's Property located at 201 Tower Park Dr, Waterloo, Iowa 50701, including, without limitation, Equipment Space, Antenna Space, and Cabling Space on Lessor's Pole. The location of the Pole, Equipment Space and Antenna Space are as shown on Exhibit 1, attached hereto and made a part hereof. 3. Term, The Commencement Date and the Term of this Supplement shall be as set forth in Section 3 of the Agreement. 4. Consideration. Rent under this Supplement shall be $30.00 per year, payable to Lessor at the address set forth in Section 17 of the Agreement. 5. Site Specific Terms. The Parties acknowledge that a new utility pole, which upon installation shall be considered a "Pole" as defined in the Agreement, must be installed in the approximate location and as generally described in Exhibit 1 in order to accommodate the Lessee equipment at the Premises. The Parties agree that Lessee shall acquire and install the new Pole at Lessee's expense. The Pole shall be of mutually agreeable style, size and quality, with Party approval to not be unreasonably withheld, conditioned or delayed. As part of Lessee's installation of the Pole, Lessee shall coordinate the addition of electrical services for use by Lessee at the Pole site. Upon completion of the installation of the Pole, Lessee shall be permitted to install its equipment upon the Pole and within the Premises at Lessee's expense. Upon Installation of the Pole, Lessor shall own and maintain the Pole in accordance with applicable law and terms of the Agreement. At the request of either Party, the Parties shall execute a Bill of Sale memorializing the transfer of ownership of the Pole to Lessor in the form attached as Exhibit 2. However, Lessee shall maintain its equipment and utility connections to the site at its expense. [Signatures appear on following page] IN WITNESS WHEREOF, the Lessor and the Lessee have executed this Supplement effective the day and year first above written. LESSOR: City of Waterloo, Iowa By: Q 1,, 1__0\\ eller 1 ISN,` WITNESS Name: r Title: Date: WITNESS LESSEE: Southwestco Wireless, Inc. d/b/a Verizon Wireless By: Name: Title: Date: EXHIBIT 1 Site Plan of Premises (See attached Site an, r y I PUBLIC RICHE OF WAY LINE � IV I L � 1 IIV EXISTING TREE / VVV FlBER Hwo xoLE/PULL eox , "r �T/�J ,,; .,trssDn REPUf.EIAFNf PatEk POWER HAND—/ HOLE/PULL BOX "".�., f """, „w.- -' r' vV s IV I V IV MM IV IV Iv 1%VV � -� Q TnWF1r'PAAK oRrvE > . t r r a a -, .F- r �'� NORTH rt 3 r WAT SUNNI'S1D SC8. TOP OF POLE HEIGHT 35.2 AGL LIGHT ARM TOP OF LIGHT HEIGHT 35.1 ' AGL APPROXIMATE ANTENNA SPACE CENTERLINE 27.0' AGL LESSEE ANTENNA APPROXIMATE E UIPMENT SP CE CENTERLINE 21.7 AGL LESSEE EQUIPMENT SPACE LESSEE REPLACEMENT POLE AGL WAT SUNNYSIDE SC8 EXHIBIT 2 Bill of Sale (See attached Bill of Sale) QUITCLAIM BILL OF SALE FOR VALUABLE CONSIDERATION, Southwestco Wireless, Inc. d/b/a Verizon Wireless, Seller, sells and conveys to the City of Waterloo, Iowa, Buyer, the following personal property: one (1) light pole and light fixtures affixed thereto (the "Personal Property) located at 201 Tower Park Dr, Waterloo, Iowa 50701. The Personal Property is further depicted on Exhibit A, attached hereto and made a part hereof. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE PERSONAL PROPERTY OR ITS MERCANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, BY ITS ACCEPTANCE OF THIS QUITCLAIM BILL OF SALE, BUYER ACKNOWLEDGES THAT IT HAS FULLY INSPECTED THE PERSONAL PROPERTY AND BUYER ACCEPTS THE SAME "WHERE IS" AND IN ITS PRESENT USED AND "AS IS" CONDITION, This Quit Claim Bill of Sale merely conveys to Buyer all right, title and interest, if any, of Seller in the Personal Property, but this shall not convey any of the communications equipment or appurtenances of Seller that are installed, attached, mounted or otherwise connected to the Personal Property. By its acceptance of this Quit Claim Bill of Sale, Buyer hereby assumes the full risk of any injuries, damages or loss related to the Personal Property except to the extent such liability is caused by Seller's gross negligence or intentional or willful acts and except for third -party injuries, damages or losses occurring prior to the execution of this Quit Claim Bill of Sale. Buyer hereby indemnifies and agrees to hold Seller harmless and forever releases, relieves, discharges and covenants not to sue Seller for any and all claims, liabilities, demands, costs and expenses (including attorney's fees), actions, proceedings, causes of action of any kind, known or unknown, claimed or concealed, based on any theory whatsoever, including claims arising out of Seller's negligence and except to the extent any claim is caused by Seller's gross negligence or intentional willful acts, which Buyer or any third party has, ever had, or ever claims to have ever had or may have against Seller, which are related to the Personal Property conveyed hereunder and except for third -party injuries, damages or losses occurring prior to the execution of this Quit Claim Bill of Sale. This Quit Claim Bill of Sale contains the entire agreement and representations of the parties related to the sale of the Personal Property, may not be altered except by a written instrument signed by both parties, and shall be construed in accordance with the laws of Iowa. Southwestco Wireless, Inc. d/b/a Verizon Wireless By: Its: Exhibit A PersonalProperty (see attached drawing) I7!RIU TOP OF 35.2' AGL POLE HEIGHT LIGHT ARM TOP OF LIGHT HEIGHT 35.1' AGL APPROXIMATE ANTENNA SPACE CENTERLINE 27.0' AGL LESSEE ANTENNA APPROXIMATE E UIPMENT S ACE CENTERLINE 21.7' AGL LESSEE EQUIPMENT SPACE LESSEE REPLACEMENT POLE AGL WAT SUNNYSIDE SC8