HomeMy WebLinkAboutItem 08- Crown Castle Cell Tower Lease AGENDA ITEM SUMMARY Meeting Date: 7/1/2024
Meeting Type: Regular Meeting
Staff Contact/Dept.: Jessica Mumme
Staff Phone No: 541-736-1032
Estimated Time: Consent Calendar
S P R I N G F I E L D
C I T Y C O U N C I L
Council Goals: Provide Financially
Responsible and
Innovative Government
Services
ITEM TITLE: CROWN CASTLE CELL TOWER LEASE REVENUE CONTRACT
AMENDMENT
ACTION
REQUESTED:
Authorize the City Manager to negotiate and execute an amendment to the ground
lease cell site located at Kelly Butte in substantially the form provided in
Attachment 1.
ISSUE
STATEMENT:
The City of Springfield currently has a ground lease revenue agreement in place
with Crown Castle for a cell tower located at Kelly Butte. It was Crown Castle’s
desire to extend the revenue lease agreement with the City of Springfield until
November 30, 2054.
ATTACHMENTS: 1: Draft Amendment #2 with Crown Castle.
2: Original contract and Amendment #1.
DISCUSSION/
FINANCIAL
IMPACT:
The City of Springfield has leased this site since December 1, 1994 under the
original contract. Amendment #2 reflects a final term extension expiring on
November 30, 2054. As outlined in the amendment, monthly rent shall increase to
$2,000 on December 1, 2024, and the rent amount will escalate 15% for each term
extension.
{00033851:1} Site Name: SPRINGFIELD
Business Unit #: 855892 1
SECOND AMENDMENT TO
NONEXCLUSIVE SITE LEASE AGREEMENT
THIS SECOND AMENDMENT TO NONEXCLUSIVE SITE LEASE AGREEMENT (this “Second
Amendment”) is dated and made effective as of the date of the last party to sign (“Effective Date”), by and
between the CITY OF SPRINGFIELD, OREGON, a municipal corporation (“Landlord”), with a mailing
address of Attn: Finance Dept., 225 Fifth Street, Springfield, Oregon 97477, and NCWPCS MPL 25 - YEAR
SITES TOWER HOLDINGS LLC, a Delaware limited liability company, by and through CCATT LLC, a
Delaware limited liability company, its attorney in fact (“Tenant”), with a mailing address of 2000 Corporate
Drive, Canonsburg, Pennsylvania 15317.
RECITALS
WHEREAS, Landlord and Eugene Cellular Telephone Company, Inc., a Texas corporation, dba
Cellular One (“Original Tenant”) entered into a Nonexclusive Site Lease Agreement dated December 1, 1994
(the “Original Lease”), whereby Original Tenant leased certain real property, together with access and utility
easements, located in Lane County, Oregon from Landlord (the “Premises”), all located within certain real
property owned by Landlord (the “Property”); and
WHEREAS, the Original Lease was amended by that certain First Amendment to Nonexclusive Site
Lease Agreement dated October 12, 2010 (the “First Amendment”) (hereinafter the Original Lease and all
subsequent amendments are collectively referred to as the “Lease”); and
WHEREAS, NCWPCS MPL 25 - Year Sites Tower Holdings LLC is currently the tenant under the
Lease as ultimate successor in interest to Original Tenant; and
WHEREAS, the Premises may be used for the purpose of constructing, maintaining and operating a
communications facility, including tower structures, equipment shelters, cabinets, meter boards, utilities,
antennas, equipment, any related improvements and structures and uses incidental thereto; and
WHEREAS, the Lease had an initial term that commenced on December 1, 1994 and expired on
November 30, 1999. The Lease provides for six (6) extensions of five (5) years each, the first five (5) of which
were exercised by Tenant. According to the Lease, the final extension expires on November 30, 2029; and
WHEREAS, Landlord and Tenant desire to amend the Lease on the terms and conditions contained
herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Landlord and Tenant agree as follows:
1. Recitals; Defined Terms. The parties acknowledge the accuracy of the foregoing recitals. Any
capitalized terms not defined herein shall have the meanings ascribed to them in the Lease.
2. Term. The second sentence of Section 1 of the First Amendment, and only that sentence, is
hereby deleted and the following is inserted in its place:
The Term will be automatically renewed for up to seven (7) additional five (5) year terms (each
an “Extension Term”) without further action by Tenant.
Attachment 1
Page 1 of 5
{00033851:1} Site Name: SPRINGFIELD
Business Unit #: 855892 2
Landlord and Tenant acknowledge and agree that Tenant has exercised one (1) Extension Term,
leaving a balance of six (6) Extension Terms, with the final Extension Term expiring on November 30, 2054.
3. One-time Rent Increase. On December 1, 2024 the monthly Rent shall increase to Two
Thousand and 00/100 Dollars ($2,000.00) per month. This Rent increase replaces and is in lieu of the regular
Rent increase scheduled to occur pursuant to the Lease on the same date. Following such increase, the monthly
Rent shall continue to adjust pursuant to the terms of the Lease and specifically as described in Section 3 of
the First Amendment.
4. Insurance. The first sentence of Section 11(a) of the Original Lease, and only that sentence, is
hereby deleted and the following is inserted in its place:
Tenant will provide Commercial General Liability coverage in an amount not less than
$2,000,000 per occurrence and $3,000,000 in the aggregate and shall name Landlord as an
additional insured on the policy.
5. Notices. Tenant’s notice addresses as stated in the Lease is amended as follows:
Tenant: NCWPCS MPL 25 - Year Sites Tower Holdings LLC
Legal Department
Attn: Network Legal
208 S. Akard Street
Dallas, TX 75202-4206
With a copy to:
CCATT LLC
Attn: Legal - Real Estate Department
2000 Corporate Drive
Canonsburg, PA 15317
6. IRS Form W-9. Landlord agrees to provide Tenant with a completed IRS Form W-9, or its
equivalent, upon execution of this Second Amendment and at such other times as may be reasonably requested
by Tenant. In the event the Premises is transferred, the succeeding landlord shall have a duty at the time of
such transfer to provide Tenant with a completed IRS Form W-9, or its equivalent, and other related paperwork
to effect a transfer in the rent to the new landlord. Landlord’s failure to provide the IRS Form W-9 within
thirty (30) days after Tenant’s request shall be considered a default and Tenant may take any reasonable action
necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from rent
payments.
7. Ratification.
a) Landlord and Tenant agree that Tenant is the current tenant under the Lease, the Lease is in
full force and effect, as amended herein, and the Lease contains the entire agreement between Landlord and
Tenant with respect to the Premises.
b) Landlord agrees that any and all actions or inactions that have occurred or should have occurred
prior to the date of this Second Amendment are approved and ratified and that no breaches or defaults exist as
of the date of this Second Amendment.
Attachment 1
Page 2 of 5
{00033851:1} Site Name: SPRINGFIELD
Business Unit #: 855892 3
c) Landlord represents and warrants that Landlord is duly authorized and has the full power, right
and authority to enter into this Second Amendment and to perform all of its obligations under the Lease as
amended.
d) Landlord agrees to provide such further assurances as may be requested to carry out and
evidence the full intent of the parties under the Lease as amended hereby, and ensure Tenant’s continuous and
uninterrupted use, possession and quiet enjoyment of the Premises under the Lease as amended hereby.
e) Landlord acknowledges that the Premises, as defined, shall include any portion of the Property
on which communications facilities or other Tenant improvements exist on the date of this Second
Amendment.
8. Remainder of Lease Unaffected. The parties hereto acknowledge that except as expressly
modified hereby, the Lease remains unmodified and in full force and effect. In the event of any conflict or
inconsistency between the terms of this Second Amendment and the Lease, the terms of this Second
Amendment shall control. The terms, covenants and provisions of this Second Amendment shall extend to
and be binding upon the respective executors, administrators, heirs, successors and assigns of Landlord and
Tenant. This Second Amendment may be executed simultaneously or in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same agreement.
9. Survey. Tenant reserves the right, at its discretion and at its sole cost, to obtain a survey
(“Survey”) specifically describing the Premises and any access and utility easements associated therewith.
Tenant shall be permitted to attach the Survey as an exhibit to this Second Amendment and any related
memorandum for recording, which shall update and replace the existing description, at any time prior to or
after closing of this Second Amendment.
10. Recordation. Tenant, at its cost and expense, shall have the right to record a memorandum of
this Second Amendment (“Memorandum”) in the official records of Lane County, Oregon at any time
following the execution of this Second Amendment by all parties hereto. In addition, Tenant shall have the
right in its discretion, to record a notice of agreement, affidavit or other form to be determined by Tenant
without Landlord’s signature in form and content substantially similar to the Memorandum, to provide record
notice of the terms of this Second Amendment.
11. Electronic Signatures. Each party agrees that the electronic signatures of the parties included
in this Second Amendment are intended to authenticate this writing and to have the same force and effect as
manual signatures. As used herein, “electronic signature” means any electronic sound, symbol, or process
attached to or logically associated with this Second Amendment and executed and adopted by a party with the
intent to sign this Second Amendment, including facsimile or email electronic signatures.
[Execution Pages Follow]
Attachment 1
Page 3 of 5
{00033851:1} Site Name: SPRINGFIELD
Business Unit #: 855892 4
This Second Amendment is executed by Landlord as of the date written below.
LANDLORD:
CITY OF SPRINGFIELD, OREGON,
a municipal corporation
By:
Name:
Title:
Date:
[Tenant Execution Page Follows]
Attachment 1
Page 4 of 5
{00033851:1} Site Name: SPRINGFIELD
Business Unit #: 855892 5
This Second Amendment is executed by Tenant as of the date written below.
TENANT:
NCWPCS MPL 25 - YEAR SITES TOWER
HOLDINGS LLC,
a Delaware limited liability company
By: CCATT LLC,
a Delaware limited liability company
Its: Attorney In Fact
By:
Name:
Title:
Date:
Attachment 1
Page 5 of 5
Attachment 2
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Attachment 2
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State:OREGON
City:SPRINGFIELD
Market:Eugene MSA
Cell I.D.:
NONEXCLUSIVE SITE I.EASE AGREEMENT
THIS SITE LEASE AGREEMENT (This "Lease")is entered into this first day of December,1994
{"Execution Date")between The CITY OF SPRINGFIELD,OREGON,a Municipal Corporation
("Landlord"),and EUGENE CELLULAR TEI,EPHONE COMPANY,INC.,a Texas Corporation,dba
Cellular One ("Tenant").
l.Premises.Subject to the following ternis and conditions,Landlord leases to Tenant a portion of the real
property (the ".Property")described in the attached Exhibit A.Tenant's use of premises shall be nonexclusive.
Tenant's use of the Property shall be hmited to that portion of the Property,together with easements for access and
utilities,described and depicted in attached Exhibit 8 (collectively referred to hereinafter as the "Premises").
The Premises is located at Kelly Butte in the City of Springfield,Lane County,Oregon,and shall comprise
approximately,but no less than,336 square feet.
2.Term.The initial term of this Lease shall be five years,commencing on December 1,1994 and terminaling
at Midnight on November 30,1999.
3.Permit ted Use.
a.The Premises may be used by Tenant only for the transmission and reception of radio communication
signals and for the construction,niaintenance,repair or replacement of related facilities,towers,antennas,
equipment or buildings and related activities.Tenant shall obtain,at Tenant's expense,all licenses and permits or
authorizations required for Tenant's use of the Premises from all applicable government andjor regulatory entities
(the "Governmental Approvals")and may (prior to or after the Commencement Date)perform surveys,soils tests,
and other engineering procedures or environmental investigations on,under and over the Property,necessary to
determirie that Tenant's use of the Premises will be compatible with Tenant's engineering specifications,system,
design,operations and Governmental Approvals.Landlord agrees to reasonably cooperate with Tenant (at no cost
to Landlord),where required,in tenant's endeavor to obtain such approval.Landlord agrees that through January
31,199.'i,Tenant shall have the right to immediately terminate this Lease without any penalty or liability,if Tenant
notifies Landlord of unacceptable results of the,survey or soils tests,environmental investigation or inquiry,or
Tenant otherwise determines that the condition of the Property is unsatisfactory,or if Tenant believes that leasing
of the Premises would expose Tenant to undue risks of government action or intervention or third-party liability,
Tenant may,without any penalty or liability,immediately terminate this Site Lease Agreement.Tenant may not
terminate this lease after )anuary 31,1995.
b.This lease will not allow use of the propertv described in this instrument in violation of applicable lland
use laws and regulations.Before sistine or acceptinu this instrument,the prospective tenant for the propertv should
check with the City of Sprinafield Development Services Division and the Building Office of the City of Springfield.
Page 1
Attachment 2
Page 13 of 21
a.Upon the Commencement Date,Tenant shall pay Landlord,as rent,the sum of Five Hundred dollars
($500.00)per month ("Rent").Rent shall be payable on the first day of each month,in advance,to The City of
Springfield,at Iwndlord's address specified in paragraph 13 below.Rent for subsequent terms shall be set in
accordance with paragraph 5 below,Any payment received after the tenth day of the month shall include a 10%
late charge.
b.As additional consideration for this I~se,the Tenant shall construct a 42'onopole communications
tower on the Premises,and,at the Landlord's request,shall relocate any and all of the Landlord's antennas on the
new tower at the Tenant's sole cost and expense,However,Tenant's obligation shall be limited to those antennas
owned arid installed by the Landlord on this site as of December I,1994.Landlord shall not be charged any rental
or fee for the relocation and mounting of these antennas.
5.Renewal.
a.Tenant shall have the right to extend this Lease for three additional five-year terms ("Renewal Term").
Each renewal term shaH be on the same terms and conditions as set forth herein,except that the Rent shall be
increased and adjusted to comply vrith the Rent Schedule set out on Exhibit "E"attached hereto and by this
reference made a part hereof.
b.This Lease shall automatically renew for each successive Renewal Term unless Tenant shall notify
Landlord,in writing,of Tenant's intention not to renew this Lease,at least 60 days prior to the expiration of the
term or any Renewal Term.
c.If Tenant shall remain in possession of the Premises at the expiration of this initial Term of this lease
or any Renewal without a written agreement,such tenancy shall be deemed a month-to-month tenancy under the
same terms and conditions of this Lease.
6.Interference.
a.Landlord and its agents have unrestricted access to the site to maintain its equipment,except as explicitly
noted below.Liuidlord will not interfere with the right of Tenant and any other authorized agent of the Tenant to
install equipment on the described premises;provided,however,that in the event of fire or other emergency which
threaten.the safety of the equipment or property of Landlord or any other user of the site,Landlord may disconnect
the electric power,and remove equipinent or property from the building;and in the event that Landlord takes such
steps,he shall notify Tenant and/or such other owner as soon thereafter as possible.Landlord shall have no liability
to Tenant for damages of any kind,including,without limitation,loss of profits or consequential damages if
Landlord or another Tenant take such action.
b.Tenant shall keep the area clean and not create any work,safety,sanitation,fire or other hazards to any
person or property.
c.Tenant shall authorize only employees and approved agents of the Tenant to have access to the site,No
third-party contractor or other person may visit the site except when accompanied at all times by a direct employee
of Tenant.
d.Landlord is the owner and primary user and shall have,priority over aII other users.Any conflict shall
be resolved by Tenant in Landlord's best interest,
Page 2
Attachment 2
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lmnrovereets:Utilities:Access,
a,Tenant shall have the right,at its expense,to erectand maintain on the Premises,improvements,
personal property and facilities,including,without limitation,an antenna tower and base,and any number of radio
transmitti.ng and receiving antennas,and an electronic equipment shelter (coHectively the "Antenna Facilities").
Antenna facilities do not include equipment owned by Landlord,installed on antenna tower and base.Landlord's
prior consent to the plans and specifications for such buildings and other improvements shall be required but shall
not be uiireasonably withheld or delayed and shall be deemed given as to those items listed in Exhibit C hereto.
Tenant shall have the right to replace or upgrade the Antenna Facilities at any time during the term of this Lease.
Tenant shall cause aH construction to occur lien-free and in compliance with all applicable laws and ordinances.
During the term of this Lease,the Antenna Facilities shall remain the exclusive property of Tenant,Notwithstanding
the other provisions of this agreement cantoned in Paragraph 9 (Q pertaining to Termination,the Tenant shall have
the right to remove the Antenna Facilities upon termination of this Lease.
b.Tenant,at its expense,niay use any and all appropriate means of restricting access to the Antenna
Facilities,including,the construction of a fence,
c.Tenant shall comply with the fallowing requirements:
1.All installation and service work shall be performed by qualified and licensed technicians
and compIeted in a professional manner.
2.All equipment shall be FCC type accepted for the intended application.
AH equipinent shall be connected to an antenna combining system to reduce
intermodulation problems.Notch filters,crystals,isolators,and band pass devices shall
be used as necessary.
4.AH RF lines shall be double shielded and jacketed.
AH tie wraps,cable cl.amps,wire wraps,etc.,shall be insulated,No bare metal tie<;or
wraps shaH be used.
The site shall be kept clean.All metal or wire objects shall be properly stored,
No additional equipment shelters or towers shall be allowed without the written
authorization of Landlord.In no case shall the Tenant lease space or use of the land,
building or antenna to a third party.
Each transmitter shall be identified with a copy of a current FCC license,operating
frequency(ies),CTCSS tones,power level,and name and telephone number of
responsible maintenance personnel.
9.Site security shall be maintained.
10.Any and all problems to current users that are caused by the installation of new
equipment by the Tenant shaII be the responsibility of the Tenant and salved immediately.
Failure to do so shall be cause for renioval of the new equipment.
AH structures erected.on the site shall be in coinpliance with Chapter 23 of the S'tate
Structural Specialty Code.
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Attachment 2
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d.Tenarit shall,at Tenant's expense,keep and maintain the Premises and all buildings and
improvements,now or hereafter located thereon,in commercially reasonable condition and repair during the
term of ttus Lease,Upon termination of this Lease,the Premises shall be returned to Landlord in good,usable.
condition,
e,Tenant shall pay any additional utilities charges due to Tenant's use.Tenant shall have the right to
install utilities,at Tenant's expense,and to improve the present utilities on the Premises (including,but not
limited to the installation of emergency power generators).Landlord hereby grants an easement to permanently
place any utilities on,or to bring utilities across,the Property in order to service the Premises and the Antenna
Facilities,
f.As partial consideration for rent paid under this Lease,Landlord hereby grants Tenant an easement
("Easement")for ingress,egress,and access (including access as described in paragraph 1)to the Piemises adequate
to service the Premises and the Antenna Facilities at all times during the term of this Lease or any Renewal Term.
Upon notice,Landlord shall have the right,at Landlord's sole expense,to relocate the Easement to Tenant,provided
such new location shall not materially interfere with Tenant's operations.Any Easement provided hereunder shall
have the same term as this Lease.
g.Tenant shall have 24-hours-a-day,7-days-a-week access to the Premises at aH times during the term of
this Lease and any Renewal Term.
Default,Any of the following occurrences,conditions,or acts shall be deemed a "Default"under this8.
Lease:
a.if Tenant fails to pay amounts due under this Lease witkin ten (10)days of its receipt of written notice
that such payments are overdue;
b.if either party fails to observe or perform its obligations under this Lease and does not cure such failure
within thirty (30)days from its receipt of written notice of breach;or such longer period as may be required to
diligently complete a cure commenced within the 30-day period.
9.Termination:Except as otherwise provided herein,this Lease may be terminated,without any penalty
or further liability as follows:
a.upon ten (10)days'ritten notice in the event of a Default (as defined above);
b,for the initial five (5)year term of the lease and through the first renewal thereof,only as provided for
under default provisions contained herein;by negotiated settlement„or,by condemnation.At the beginning of the
eleventh year and at any time thereafter,this Lease may be terminated without cause and without penalty by either
party,provided that the party seeking termination tenders at least one (1)years written notice of termination to the
other party;
c,immediately upon written notice if the Premises or the Antenna Facilities are destroyed or damaged more
than fifty (50%)so as in Tenant's reasonable judgment to substantially and adversely affect the effective use of the
Antenna Facilities.In such event,all rights and obligations of the parties shall cease as of the date of the damage
or destruction,and Tenant shall be entitled to the reimbursement of any Rent prepaid by Tenant.Tenant shall clear
any debris and put the lease premises in the saine condition as before the lease began,reasonable wear and tear
excepted.If Tenant elects to continue this Lease,then all Rent shall abate 1)for sixty (60)days,or 2)until the
Premises and/or Antenna Facilities are restored to the condition existing immediately prior to such damage,or
destruction,whichever first occurs;
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Attachment 2
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d.at the time title of the Property transfers to a condemning authority,pursuant to a taking of all or a
portion of the Property sufficient in Tenant's determination to render the Premises unsuitable for Tenant's use.
Landlord and Tenant shall each be entitled to pursue their own separate awards with respect to such taking.Sale
of all or part of the Premises to a purchaser with the power of eminent domain in the face of the exercise of the
power,shall be treated as a taking by condemnation.
..Upon termination of this lease by the Tenant,the Tenant shall surrender,without charge or request
for compensation,all ownership and control of the antenna tower and base to the Landlord,Upon transfer of
the antenna tower and base,the Landlord shall assume all liability therefor.
f.These termination rights take precedence over any rights of Tenant set forth in Paragraph 5.
10.Taxes.No real property taxes currently are paid on premises.It is likely that such taxes will be
levied.Tenant shall pay any personal property taxes assessed on,or any portion of such taxes attributable to,
the Antenna Facilities,and Tenant shall pay when due all real property taxes and all other fees and assessments
attributable to the Premises.
11,Insurance and Subrogation.
a,Tenant will provide Commercial General Liability Insurance in an aggregate amount of $500,000 and
name Landlord as an additional insured on the policy or policies,fenant may satisfy this requirement by
obtaining appropriate endorsement to any master policy of liability insurance Tenant may maintain.
b,Landlord and Tenant hereby mutually release each other (and their successors or assigns)from
liability and waive all right of recovery against the other for any loss or damage covered by their respective first
party property insurance policies for all perils insured thereunder,In the event of such insured loss,neither
party's insurance company shall have a subrogated claim against the other.
12.Hold Harmless.Tenant agrees to defend,indemnify and hold Landlord harmless from all claims andI
causes of actions arising from the installation,use,maintenance,repair or removal of the Antenna Facilities,
except for claims arising from the intentional acts of Landlord,its employees,agents or independent
contractors,
13,Notices.All notices,requests,demands and other communications hereunder shall be in writing and
shall be deemed given if personally delivered or mailed,certified mail,return receipt requested,or sent by
overnight carriei to the following addresses:
If to Landlord,to:City of Springfield
Finance Department
255 Fifth Street
Springfield,OR 97477
with a copy to:City of Springfield
Springfield Police Department
344 A Street Springfield,OR 97477
ATTN:Byron Vanderpool
If to Tenant,to:Eugene Cellular Telephone Company,Inc,,dba Cellular One
1600 S.W.4th Avemie,Suite 300
Portland,OR 97201 ATTN:Real Estate Manager
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Attachment 2
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with a copy to:McCaw Cellular Communications
PacRoc Region Legal Department
5295 Carillon Point
Kirkland,Washington 98033
ATTN:Legal Department
14.Ouiet Kniovment.Title and Authoritv,
a.Landlord covenants and warrants to Tenant that,Landlord has full right,power and authority to execute
this Leas:;it has good and unencumbered title to the Premises free and clear of any liens or mortgages,except those
disclosed to Tenant which will not interfere with Tenant's rights to or use of the Premises;the Premises constitute
a legal lot;and execution and performance of this Lease will not violate any laws,ordinances,covenants,or the
provisions of any mortgage,lease,or other agreement binding on Landlord,
b.Landlord covenants that at all times during the term of this Lease,Tenant's quiet enjoyment of the
Premises or any part thereof shall not be disturbed as long as Tenant is not in default beyond any applicable grace
or cure period.
IS.Envirornnental Laws.
a.Tenant represents,warrants and agrees that it will conduct its activities on the Property in compliance
with all applicable Environmental Laws (as defined in attached Exhibit D).Landlord represents,warrants and agrees
that it has in the past and will in the future conduct its activities on the Property in compliance with all applicable
Environmental Laws and that the Property is free of Hazardous Substance (as defined in attached Exhibit D)as of
the date of this Lease.
b.Landlord shall be responsible for,and shall promptly conduct any investigation and remediation as
required by any Environmenta!Laws or common law,of all spills or other releases of Hazardous Substance,not
caused by Tenant,that have occurred or which may occur on the Property.
c.Tenant agrees to defend,indemnify and hold Landlord harmless from and against any and all claims,
causes of action,demands and liability includ:ing,but not limited to,damages,costs,expenses,assessments,
penalties,fines,losses,judgments and attorney's fees that Landlord may suffer due to the existence or discovery
of any Flazardous Substance on the Property or the migration of any Hazardous Substance to other properties or
released into the environment arising from Tenant's activities on the Property.
d.Landlord agrees to defend,indemnify and hold Tenant harmless from and against any and all clai.ms,
causes of action,demands and liability including,but not limited to,damages,costs,expenses,assessments,
penaltie<,,fines,losses,judgments and attorney's fees that Tenant may suffer due to the existence or discovery of
any Hazardous Substance on the property or the migration of any Hazardous Substance to other properties or
released into the environment,that relate to or arise from Landlord's activities during this Lease and from all
activities on the Property prior to the commencement of this Lease.
e,The indemnifications in this section specifically includes costs incurred in connection with any
investigation of site conditions or any cleanup,remedial,removal or restoration work required by any governmental
authority.
16.Nonexclusive Use.
a.Springfield Utility Board (SUB)use.nearby property.Said use sha11 continue,and Tenant
acknowledges this use by SUB and agrees that such use presents no conflict to the terms of this lease,
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b.Provided Tenant's use of the premises is not adversely affected,subject to prior consultation with
Tenant and in consideration of the physical loading and technical capacity of the tower,Landlord reserves the
right to 1:ase portions of the tower to other tenants.In the event of such concurrent leasing to other tenants,
Landlord shall,except for rent specified in Paragraph 4,prorate maintenance costs of the antenna among the
tenants.
:.Landlord reserves the right to lease other property in the immediate vicinity to other future
prospective users including other Antenna Facilities and associated equipment.
17.Assignment and Subleasing,
a.Provided Landlord's rights and interests are not adversely affected,subject to prior approval by
Landlord„which approval shall not be unreasonably withheld,Tenant may assign this Lease to any person
controlling,controlled by,or under common control with Tenant,or any person or entity that,after first receiving
FCC or state regulatory agency approvals,acquires Tenant's radio communications busmess and assumes all
obligations of Tenant under this Lease.Upon such assignment,Tenant shall be relieved of all liabilities and
obligations hereunder and Landlord shall look solely to the assignee for performance under this Lease and all
obligations hereunder.Except as set out in the succeeding paragraph of this section,the Tenant may not sublet this
Lease to third parties.
b.Tenant shall not assign or sublet for profit.However,provided that such uses will not hinder or
interfere with the Landlord's use of the Property,Tenant may sublet,install or activate other equipment,of all
types,belonging to any person or business entity which is a:parent,subsidiary or affiliate of the Tenant;controls
or is controlled 'by or under common control with Tenant;is merged or consolidated with Tenant;or,purchases a
majority or controlling interest in the ownership or assets of Tenant.Such subletting shall be limited to the rights
of the Tenant in their electronic equipment shelter and the 42'ntenna tower to be installed by Tenant on the
Property.
c.Additionally,Tenant may„upon notice to Landlord,mortgage or grant a security interest in this Lease
and the Antenna Facilities,and may assign this I~e and the Antenna Facilities to any such mortgagees or holders
of security interests including their successors or assigns (hereinafter collectively referred to as "Mortgagees"),
provided such IV[ortgagees agree to be bound by the terms and provisions of this Lease.In such event,Landlord
shall execute such consent to leasehold financing as may reasonably be required by Mortgagees.
18.Successors and Assigns.This Lease shall run with the Property,and shall be binding upon and inure to
the benefit of the parties,their respective successors,personal representatives and assigns.
19.Miscellaneous:
a.The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable
attorneys'ees and court costs,including appeals,if any.
b.Each party agrees to furnish to the other,within ten (10)days after request,such truthful estoppel
information as the other may reasonably request.
c.This Lease constitutes the entire agreement and understanding of the parties,and supersedes all offers,
Page 7
Attachment 2
Page 19 of 21
negotiations and other agreements.There are no representations or understandings of any kind not set forth herein.
Any amendments to this Lease must be in writing and executed by both parties,
d,If either party is represented by a real estate broker in this transaction,that party shall be fully
responsible for any fee due such broker,and shall hold the othei.party harmless from any claims for commission
by such broker.
e.Each party agrees to cooperate with the other in executing any documents (including a Memorandum
of Lease)necessary to protect its rights or use of the Premises.The Memorandum of Lease may be recorded in
place of this Lease,by either party.
f.This Lease shall be construed in accordance with the laws of the state in which the Property is located.
g.If any term of this Lease is tound to be void or invalid,such invalidity shall not affect the
remaining terms of this Lease,which shall continue in full force and effect.
Qb
AGREED TO this /k day of WEE ~8'~1994.
LANDLORD:City of Springfield
Michael A.Kelly,City Manager
Tax IDO 93-6002258
TENAt fT:Eugene CeIlular Telephone Company,Inc.
dha Cellular One
William D.McAllister,General Manager
Attachment 2
Page 20 of 21
STATE OF OREGON )
)ss:
COUNTY OF LANE )
On this 3G L da ofdayof "M~~s1994,before me personally appeared Michael A.Kelly,
known to me to be the City Manager of the City of Springfield,Oregon.the Municipal corporation that
executed the within and foregoing instrument,and acknowledged the said instrument to be the free and
voluntary act and deed of said Municipal corporation for the uses and purposes therein mentioned,and on oath
stated that he was authorized to execute said instrument on behalf of the corporation,
IN WITNESS WHEREOF,I have hereunto set my hand and affixed my official seal the day and year hrst
a ove written.
NOTARY PUBLIC
My commission exys ses:I/I'lss/gsy
STATE OF OREGON )
)ss
COUNTY OF MULTNOMAH )
p
On this (a da of 3Eety~A„1994,before me personally appeared William D.McAllister,known
to me to be the General Manager of Eugene Cellular Telephone Company,Inc.,dba Cellular One,the Corporation
v e g e sai instrument to be the free andthatexecutedthewithinandforegoinginstrument,and acknowledged th 'd 'b h f
voluntary act and deed of said corporation for the uses and purposes therein mentioned,and on oath stated that he
was authorized to execute said instrument on behalf of the corporation.
IN W'ITNESS WHEREOF,I have hereunto set my hand and affixed my official seal the day and year first
above written.
QFRCIAL SEAL
RQN FOOLER
NCITARY PUBLIC -QREGQB
CQQMSSIQSI NG.6055'
I
COSIIIVIIPSIQIyt EXPIRES IyI)NR.Pyi,
'f/'OTARY
PUBLIC
My commission expires:
Attachment 2
Page 21 of 21