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Telecorp Realty Lease - W. 3rd TowerCITY OF DUBUQUE, IOWA MEMORANDUM March 27, 2001 TO: FROM: SUBJECT: The Honorable Mayor and City Council Members Michael C. Van Milligen, City Manager Proposed Lease of Space to Telecorp Realty, LLC, for a Telecommunication Antenna Facility on the City's Elevated Water Tank at 1525 West Third Street Cable Franchise Administrator Merrill Crawford is recommending execution of a lease with Telecorp Realty, LLC, for a telecommunications antenna facility on the City's elevated water tank at 1525 West Third Street. The lease would be for a period often years, with three optional five-year extensions. The annual rent -would be $13,200, which would be escalated annually by the greater of three percent, or the percentage increase of the CPI. I concur with the recommendation and respectfully request Mayor and City Council approval. MCVM/jh Attachment cc: Barry Lindahl, Corporation Counsel Merrill Crawford, Cable Franchise Administrator ~ ~ O~S Cable Television Division City Hall Annex, 1300 Main SV~eet Dubuque, Iowa 52001 (319) 5894181 THE CITY OF March 20, 2001 MEMO TO: Michael C. Van Milligen, City Manager FROM: Merrill Crawford, Cable Franchise Administrator SUBJECT: Proposed Lease of Space to Telecorp Realty, LLC, for a Telecommunication Antenna Facility On The City's Elevated Water Tank at 1525 West Third Street INTRODUCTION: The purpose of this memorandum is to recommend that the City lease space on its water tank site W-2, located at 1525 West Third Street, and adjacent ground space, to Telecorp Realty, LLC, an Arlington, VA company, to support a wireless telecommunication antennae facility. BACKGROUND: A representatives of Telecorp Realty, LLC, a wireless telecommunications service provider, has proposed leasing space on the lower catwalk the City's elevated water tank at 1525 West Third St., (Site W-2) and adjacent ground space, to support communication antennae, cable, and a set of equipment cabinets as a part of a wireless network they are extending into the Dubuque area. Three other wireless telecommunications service providers, US Cellular, Nextel, and Iowa Wireless, currently operate similar facilities on the property in accordance with leases comparable to that proposed for Telecorp. Itighlights of the Proposed Lease Tetecorp would be permitted to attach a set of antennas to the existing lower catwalk which extends around the circumference of the tank, and to route transmission cables down a supporting leg to the ground. Telecorp would also install and maintain a set of three equipment cabinets (with permitted future addition of another 3) on a concrete slab on the ground to house transmission equipment, and would pay all utility costs associated with the operation. Antennas would be painted to match the water tower, and the placement and color of the equipment cabinets would be coordinated with the water tank and existing buildings. Additional arbor vitae would be planted along the inside of the security fence which separates the facility from the adjacent Cancer Survivors Park. Any' future changes would be subject to City approval. Term of the lease would be 10 years, with three optional 5-year extensions. Service People Lntegr/ty Responsibility- Innovation Teamwork Telecorp would pay to the city an annual rent beginning at $13,200 and escalated annually by the greater of 3 percent or the percentage increase of the CPI. In the unlikely event of an early termination of the lease, the Lessee would pay an additional mount equal to 50 percent of the rent due for the year in which early terminafion occurred. In addition, the company would provide a performance bond in the amount of $10,000 during the full term of the lease in case costs were incurred by the City in removing abandoned antennas or equipment. Also, any wireless communication services the City of Dubuque chose to purchase from Telecorp would be at the most favorable rate given any of the company's similarly-situated customers. With the exception of the ten-year initial term, specific description of the premises and details of facility placement and attachment, the terms of this proposed lease are comparable to those of the other tenants operating wireless telecommunication facilities on the property. Attached are a copy of the proposed lease and a resolution of approval. As with the other tenants, granting ora building permit would be conditioned upon approval of specific mounting hardware and procedures by IIW Engineers. RECOMMENDED ACTION: The Recommended Action is that the proposed resolution be adopted, approving and authorizing the City Manager to sign the lease. Cc: Bob Green, Water Department Manager Barry Lindahl, Corporation Counsel Tim O'Brien, Assistant City Attorney RESOLUTION NO. 124-01 A RESOLUTION OF THE CITY OF DUBUQUE APPROVING OF A LEASE BETWEEN THE CITY OF DUBUQUE, IOWA, AND TELECORP REALTY, LLC, FOR THE INSTALLATION AND OPERATION OF A WIRELESS TELECOMMUNICATION ANTENNAE FACILITY. WHEREAS, the City Council of the City of Dubuque, Iowa encourages the expansion of wireless telecommunication services to its citizens, businesses, and institutions, wh/le at the same time minimizing safety and aesthetic concerns posed by the construction of new towers and monopoles in residential areas, and WHEREAS, Telecorp Realty, LLC is the holder of a current Federal Communications Commission license to provide certain wireless telecommunication services for sale in and around the City of Dubuque, and WHEREAS, Telecorp Realty, LLC desires to expand its signal coverage area and enhance the quality and capacity of its technical infrastructure by installing and operating a wireless telecommunication antennae facility on and near a water tower owned by the City of Dubuque, identified as site W-2, and located at 1525 West Third Street in Dubuque, and WHEREAS, the City of Dubuque desires to lease to Telecorp Realty, LLC certain space on the water tower site W-2 lower catwalk, along with adjacent ground space, for the purpose of installation and operation ora wireless telecommunication antennae facility, and WHEREAS, representatives of Telecorp Realty, LLC and of the City of Dubuque have negotiated terms for such a lease, a copy of which is attached hereto, which the City Council finds beneficial to the community. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the attached lease is hereby approved and the City Manager is authorized to sign and administer this lease on behalf of the City of Dubuque. Terrance M. Duggan, Mayor Attest: Jeanne F. Schneider, City Clerk Site I.D. City: W-2 Telecorp: DBQ284 WATER TANK & GROUND SPACE LEASE This Water Tank and Ground Sgace Lease (the "Lease") is made and entered into the __ day of ,2001, by and between THE CITY OF DUBUQUE; IOWA, acting by and through its City Manager, whose address is 50 W. 13th Street, Dubuque, IA 52001 4845, hereinafter referred to as "Lessor", and hereinafter referred to as "Lessee". Background A. Lessor is the owner in fee simple of a parcel of land located in the City Of Dubuque, Dubuque County, State of Iowa, legally described on the attached Exhibit A (the "Owned Premises), on which a water tower (the "Tower") is located. The street address of the Owned Premises is 1525 West Third Street, Dubuque, IA 52001. B. Lessee desires to lease space on the lower catwalk of the Tower (the "Catwalk") and ground space below, or adjacent to, the Tower (the "Ground Space") for the installation and operation of a cellular radio-telephone communications antennae facility, which shall include directional antennae, an equipment building, connecting cables and appurtenances (collectively, "Wireless Telecommunication Antennae Facility) for use in connection with its communication business. C. Accordingly, the parties are entering into this Lease on the terms and conditions set forth below. Agreement In consideration of their mutual covenants, the parties agree as follows: 1. Leased Premises. Lessor leases to Lessee and Lessee leases from Lessor a portion of the Owned Premises, consisting of (i) space on the lower Catwalk, (ii) sufficient Ground Space below, or adjacent to, the Tower to place its equipment building, and (iii) easements for ingress/egress and utilities as shown on the Site Plan/Legal Description attached as Exhibit B (collectively, the "Premises"). Lessee intends to locate its antennae on the Catwalk as more fully described on the attached Exhibit C. Lessee may not add additional eqm'pment and/or antennae from that shown on Exhibit C without the prior written approval of the Lessor. Lessor reserves the right to require Lessee to relocate its antennae and equipment to other locations on the Catwalk if required in connection with the Lessor's actual use and maintenance of the tower or if the initial placement interferes with users which pre-date this lease. Lessee shall complete the relocation of its antennae, connecting cables and appurtenances within sixty (60) days after receiving written notice from Lessor. The relocation shall be at the Lessor's expense, and such expense shall be approved by Lessor prior to Lessee's relocation. If such relocation does not meet Lessee's RF requirements or interferes with Lessee's transmission, reception and operation of its communications system and uses incidental thereto, Lessee may terminate this Lease in accordance with Section 18 herein. This Lease is not a franchise pursuant to state, local, or federal law, nor is it a permit to use the rights-of-way. Any such franchise or permit must be obtained separately. 2. Term. The initial term of this Lease shall commence upon the award of the Building Permit by the City of Dubuque to Lessee for the Wireless Communication Antennae Facility (the Commencement Date) and end ten (10) years from the Commencement Date. Lessee shall have the option to renew this Lease for up to three (3) additional terms of five (5) years each, upon a continuation of all the same provisions hereof, by giving written notice to Lessor of Lessee's exercise of this option at least sixty (60) days before the expiration of the term then present at the time of such notice. 3. Rent. a. Upon fulfillment of the Conditions Precedent listed in Section 16 herein and receipt of the Building Permit to construct the Wireless Telecommunications Antenna Facility, Lessee shall provide to the Lessor a Performance Bond in the amount of ten thousand dollars ($10,000). In addition to herein, Lessee shall pay to Lessor as annual rent for the Premises the sam of thirteen thousand two hundred dollars ($13,200) (the "Base Rent"). Lessee shall pay Lessor Base Rent for the first year on the Commencement Date, and for each year thereafter on the Anniversary of the Commencement Date, unless the Base Rent is abated pursuant to Section 17 herein. Base Rent shall be increased annually as described in Section (3)(c) herein. b. Lessee shall pay Lessor a late payment charge equal to five percent (5 %) of the late payment for any payment not paid when due. Any amounts not paid when due shall bear interest until paid at the lesser of the rate of two percent (2%) per month or the highest rate permitted by law. c. The Base Rent shall be increased annually effective as of each anniversary of the Commencement Date by three percent (3%) of the previous year's Base Rent or the percentage increase inthe CPI over the CPI for the 12 months prior to the adjustment date. "CPI means the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items, issued by the Bureau of Labor Statistics for the United States Deparlment of Labor (1982-84 = 100). If the CPI is converted to a different standard reference base or otherwise revised, the adjustment set forth in this paragraph shall be made with the use of the conversion formula published by the Bureau of Labor Statistics. d. If this Lease is term'mated at a time other than on the last day of the month, Rent shall be prorated as of the date of termination. e. To the extent that Lessor desires to purchase cellular telephone service from Lessee, Lessee shall offer this service to Lessor at the most favorable rate and terms that Lessee then offers to any other person. 4. Use of Premises. a. Lessee shall use the Premises for the installation, operation, and maintenance of its Wireless Telecommunication Antennae Facility for the transmission, reception and operation of a communications system and uses incidental thereto and for no other uses. Lessee may erect and operate twelve (12) panel-type directional antennae. Lessor may permit others to use other portions of the Catwalk or Owned Premises. b. Lessee shall, at its expense, comply with all present and furore federal, state, and local laws, ordinances, rules and regulations (including laws and ordinances relating to health, radio frequency emissions, radiation and safety) in connection with the use, operation, maintenance, construction and/or installation of the Wireless Telecommunication Antennae Facility on the Premises~ Lessor agrees to reasonably cooperate with Lessee in obtaining, at Lessee's expense (including reimbursement of Lessor's reasonable attorney and administrative fees, if any), any federal licenses and permits required for, or substantially required by, Lessee!s use of the Premises. (t) The Wireless Telecommunication Antennae Facility is agreed to be Lessee'spersonal property and shall never be considered fixtures to the real estate. Upon termination of the Lease, the Lessee shall remove the Wireless Telecommunication Antennae Facility and any underground improvements from the Premises within ninety (90) days. Such removal shall be done in a workmanlike and careful manner and without interference or damage to any other equipment, structures or operations on the Premises, including use of the Premises by Lessor or any of Lessor's assignees or lessees. If, however, Lessee requests permission to not remove all or a portion of the improvements, and Lessor consents to such non-removal, title to the affected improvements shall thereupon transfer to Lessor and the same thereafter shall be the sole and entire property of Lessor, and Lessee shall be relieved of its duty to otherwise remove same. (2) Upon removal of the improvements (or portions thereof) as provided in Section 4(c)(1) herein, Lessee shall restore the affected areas of the Premises to the conditions which existed prior to this Lease, reasonable wear and tear excepted. (3) All costs and expenses for the removal and restoration to be performed by Lessee pursuant to Section 4(c)(1), (2) herein shall be borne by Lessee, and Lessee shall hold Lessor harmless from any portion thereof. 5. Construction Standards. The directional antennae, equipment building, connecting cables and appurtenances of the Wireless Telecommunication Antennae Facility shall be installed on the Premises in a good and workmanlike manner without the attachment of any construction liens. Lessor reserves the right to require Lessee to paint the antennae in a manner consistent with the color of the Tower. 6. Installation of Equipment. a. Lessee shall have the right, at its sole cost and expense, to install, operate and maintain its Wireless Telecommunication Antennae Facility on the Premises, as described on Exhibit C, in accordance with good engineering practices and with all site standards, statutes, ordinances, rules and regulations now in effect or that may be issued thereafter by the Federal Comammications Commission or any other governing bodies. b. Lessee's installation of such a Wireless Telecommunication Antennae Facility shall be done according to plans approved by Lessor, whose approval shall not be unreasonably withheld, delayed or conditioned. Any damage done to the Tower, the Catwalk and/or other structures during installation and/or operations shall be repaired or replaced immediately at Lessee's expense and to Lessor's reasonable satisfaction. In connection with the installation and operation of the Wireless Telecommunication Antennae Facility, Lessee shall not make any penetrations of walls or roof of the Tower without Lessor's prior written consent. c. Within thirty (30) days of the completion of the initial installation of the Wireless Telecommunication Antennae Facility, Lessee shall provide Lessor with as-built drawings of the Wireless Telecommunication Antennae Facility and the improvements installed on the Premises, which show the actual location of all equipment and improvements consistent with Exhibit C. Said drawings shall be accompanied by a complete inventory of the building and all equipment and antennae located on the Tower and Catwalk. 7. Equipment Upgrade. Lessee may update or replace the antennae from time to time with the prior written approval of Lessor, whose approval shall not be unreasonably withheld, conditioned or delayed, provided that the replacement antennae are not greater in number or size than the exist'mg antennae and that any change in antennae locations on the Catwalk is approved in writing by the Lessor. Lessee shall submit to Lessor a proposal for any such replacement antennae and any supplemental materials for Lessor's evaluation. 8. Maintenance. a. Lessee shall, at its own expense, maintain the Premises and any equipment on or attached to the Premises in a safe condition, in good repair and in a manner suitable to Lessor so as not to conflict with the nse of, or other leasing, of the Catwalk or other portions of the Tower by Lessor. Lessee shall not interfere with the use of the Catwalk, the Tower, related facilities or other equipment of other lessees. b. Lessee shall have sole responsibility for the maintenance, repair, and security of its equipment, personal property, leasehold improvements, and directional antennae, equipment building, connecting cables, and appurtenances of the Wireless Telecommunication Antennae Facility, and Lessee shall keep the same in good repair and condition during the term of the Lease, and as such Lease terms may be renewed and extended. c. Lessee shall keep the Premises free of debris and anything of a dangerous, noxious or offensive nature or which would create a hazard or undue vibration, heat, noise or interference. d. In the event the Lessor or any other lessee undertakes painting, construction, repair or other alterations on the Catwalk or the Tower, Lessee shall take reasonable measures at Lessee's cost to cover Lessee's equipment, personal property, leasehold improvements, and directional antennae, equipment building, connecting cables, and appurtenances of the Wireless Telecommunication Antennae Facility and protect such from paint and debris fallout which may occur during the painting, construction or alteration process. Lessee shall notify Lessor at least thirty-five (35) days prior to any conslntction, painting, repair or alterations begun by Lessee to the Wireless Telecommunication Antennae Facility, the Catwalk or the Tower, unless such construction, painting, repair or alterations must be made on an emergency basis, in which case Lessee shall notify Lessor as soon as practicable. Lessor shall notify Lessee at least thirty (30) days prior to any construction, painting, repair or other alterations begun by Lessor or any other lessee, unless said construction, painting, repair or alterations must be made on an emergency basis, in which case Lessor shall notify Lessee as soon as practicable. Unless resulting from negligent actions or omissions of, or willful misconduct of, Lessor, its employees, agents or contractors, Lessor shall not be liable for any damage incurred by Lessee from such painting, construction, repair or alterations. Premises Access. a. Lessee shall have 24- honr/7-day access to the Premises by means reasonably designated by Lessor, subject to notice requirements to Lessor in Section 9Co) herein, in order to install, operate and maintain its Wireless Telecommunication Antennae Facility. b. Lessee shall have reasonable access to the Catwalk in order to install, operate and maintain its antennae, connecting cables, and appurtenances. Lessee shall have access to such Catwalk only with the prior written approval of Lessor. Lessee shall request access to the Catwalk twenty-four (24) hours in advance, except in an emergency. Lessee shall have unrestricted access to its equipment building without the requirement of supplying Lessor with prior written notice. c. Upon twenty-four (24) hours prior written notice to Lessee, and with an escort provided by Lessee, Lessor shall be allowed and granted access to Lessee's. equipment building at reasonable times to examine and inspect the same for safety reasons or to ensure that the Lessee's covenants are being met. d. Lessor shall keep the street access to the Premises reasonably clear of snow and ice as soon as is practicable after each snowfall. 10. Utilities. Unless the Premises is immediately adjacent to public rights-of- way for ingress, egress, and utilities, Lessor hereby, grants to Lessee the following described Easement Parcels appurtenant to the Premises: Use: Access. Width: 20'; Approximate length: as needed per survey between Premises and the public road known as West Third Street over traveled ways. Use: Utilities. Width: 10'; Approximate length: As needed per survey between the Premises and suitable utility company service connection points. Lessor agrees to make such direct grants of easement as the utility companies may require. Lessee shall, at its expense, separately meter charges for the consumption of electricity and other utilities associated with its use of the Premises and shall timely pay all costs associated therewith. 11. RF Interference a. Non-interference by Lessee. The Wireless Telecommunication Antennae Facility shall be installed and operated in a manner which does not cause radio-frequency interference ("RF interference") to the operations of any Protected User. "Protected User" shall mean any existing user or lessee of the Premises listed on Exhibit D attached hereto, which Lessor hereby warrants to Lessee is an accurate list'mg of the frequencies, orientation, placement, height, location, and description of all existing antennae, transmitters, receivers, or other radio or electronic transmitting or receiving equipment located on the Premises. Lessee agrees to immediately cure any such RF interference caused to a Protected User by Lessee's equipment or, if such RF interference cannot immediately be cured, to temporarily reduce power or cease the offending operations, if so demanded by Lessor on the ground of RF interference, until a cure at full power is achieved. b. Non-interference by Lessor. Lessor covenants to use Lessor's best efforts to protect Lessee from RF interference caused or potentially caused by subsequent users or lessees of the Premises or changes in its use. Except for the Protected Users, Lessor, and its successors and assigns, shall not use, allow or permit the Premises to be used in any manner which will materially impair the use of the Wireless Telecoinmunication Antennae Facility hereafter erected or located upon the Premises by Lessee or allow any use in any way as shall cause any destructive or conflicting interference with the radio, telephone, or communications signals to and from the facilities or equipment of Lessee. If any harmful RF interference shall result from any such transmitters, equipment, antennae, or dishes permitted on the Premises by Lessor, other than the Protected Users, to the facilities or equipment of Lessee installed on the Premises, then Lessor shall immediately cause such transmitter, equipment, antennae or dish to be discontinued from operation until such interference is eliminated. If Lessor cannot eliminate such RF interference, Lessee may terminate this Lease in accordance with Section 18 herein. 12. Monetary Default by Lessee. Lessee shall be in default of this Lease if Lessee fails to make payment of rent, or any other sums, when due and such failure continues for ten (10) days after Lessor notifies Lessee in writing of such failure. 13. Non-monetary Default by Lessee. If Lessee fails to comply with any non- monetary provision of this Lease which Lessor claims to be a default hereof, Lessor shall serve written notice of such default upon Lessee, whereupon a grace period of 30 days shall commence to run during which Lessee shall undertake and diligently pursue a cure of the default. Such grace period shall automatically be extended for an additional 30 days, provided Lessee makes a good faith showing that efforts toward a cure are continuing. 14. Cure or Termination by Lessor. In the event of any default of this Lease by Lessee, the Lessor may at any time, after giving notice, cure the default for, and at the expense of the Lessee. If Lessor is compelled to pay, or elects to pay, any sum of money or incurs any expense, the sums or expenses so paid by Lessor, with all interest, costs, and damages, shall be deemed Additional Rent due from the Lessee to Lessor on the f~rst day of the month following their payment by Lessor. In the event of default of this Lease by Lessee, of if Lessee loses its FCC license for any reason, including, but not limited to, non-renewal, expiration, or cancellation, Lessor shall have the right, at its option, in addition to and not exclusive of any other remedy Lessor may have by operation of law, without any further demand or notice, to re-enter the Premises and eject all persons therefrom, and terminate this Lease. Lessor shall give Lessee ninety (90) days notice of its exercise of its right of termination of this Lease. Such notice of termination shall be given Lessee in writing by certified mail, return receipt requested, and shall be effective upon receipt of such notice. All prepaid rent payments received by Lessor from Lessee shall be retained by Lessor. Upon such termination, this Lease shall become null and void and the parties shall have no further obligations to each other. In the event of termination, Lessee shall remove the Wireless Telecommunication Antennae Facility in accordance with Section 4(c) hereof. Re-entry and taking of possession of the Premises by Lessor shall be construed as an election on Lessor's part to terminate this Lease. If termination occurs for any reason during the tenth year of the term, or during either of the three optional five-year extensions of the term, the mount of the Additional Rent due upon termination shall be zero. 15. Performance Bond. To secure the timely performance by Lessee of alt terms, covenants and conditions of this lease, Lessee shall provide Lessor with a performance bond in an amount not less than ten thousand dollars ($10,000) in a form mutually satisfactory to the parties, and shall maintain said bond in effect during the term of this lease including any renewals. 16. Lessee's Conditions Precedent. This Lease and Lessee's obligations hereunder, including the obligations to pay rent, are expressly conditioned upon and subject to the following: a. Lessee must receive all necessary local, state, and federal governmental approvals relating to Lessee's intended use of the Premises; Lessor agrees to cooperate with Lessee in obtaining all such approvals: b. Lessee's technical reports must establish m Lessee's exclusive satisfaction that the Premises are capable of being suitably engineered to accomplish Lessee's intended use of the Premises; and c. Lessee's title insurer must determine that Lessor owns good and clear marketable title to the land underlying the Premises, and that such title is free from encumbrances and restrictions which would interfere with Lessee' s intended use of the Premises or would impair Lessee's ability to pledge the leasehold estate as collateral to secure debt financing. 17. Abatement of Rent Pending Conditions. Lessee shall have no obligation to pay rent until all the Conditions Precedent have been satisfied or waived, and rent which would otherwise be due for the intervening time pending satisfaction of the Conditions Precedent is hereby excused and forgiven. 18. Option to Terminate. Lessee shall have the unilateral right to terminate this Lease at any time by giving written notice to Lessor of Lessee's exercise of this option. Upon such termination, Lessee shall remove the Wireless Telecommunication Antennae Facility in accordance with Section 4(c) herein. 19. Alteration, Damage or Destruction. If the Catwalk or any portion thereof is altered, damaged or destroyed, through no fault or negligence of Lessee, so as to materially h'mder effective use of the Wireless Telecommunication Antennae Facility, Lessee may elect to terminate this Lease, without paying Additional Rent to Lessor, upon th'my (30) days written notice to Lessor. In such event, Lessee shall remove the Wireless Telecommunication Antennae Facility from the Premises in accordance with Section 4(c), less any alteration, damage or destruction hindering effective use of the Catwalk. This Lease and Lessee's obligations hereunder shall terminate upon Lessee's fulfillment of Section 4(c), at which tune Lessee shall be entitled to reimbursement of any prepaid rent. 20. Condemnation. In the event the Owned Premises are taken by eminent domain, this Lease shall terminate as of the date title to the Owned Premises vests in the condemning authority. In the event a portion of the Premises is taken by eminent domain, either party shall have the right to term'mate this Lease as of said date of title transfer, by giving thirty (30) days' written notice to the other party. In the event of any taking under the power of eminent domain, Lessee shall not be entitled to any portion of the reward paid for the taking and the Lessor shall receive full amount of such award. Lessee shall hereby expressly waive any right or claim to any portion thereof although all damages, whether awarded as compensation for diminution in value of the leasehold or to the fee of the Premises, shall belong to Lessor. Lessee shall have the right to claim and recover from the condemning authority, but not from Lessor, such compensation as may be separately awarded or recoverable by Lessee on account of any and all damage to Lessee's business and any costs or expenses incurred by Lessee in moving/removing its equipment building, personal property, antennae, connecting cables, appurtenances, and other leasehold improvements. 21. Mutual Indemnification a. Lessee's Indemnification. Unless resulting from negligent actions or omissions of, or willful misconduct of, Lessor, its employees, agents or contractors, Lessee agrees to hold Lessor harmless, indemnify it, and, at Lessor's option, defend it from and against all liability, damages, losses, costs, causes of action, charges and expenses, including reasonable attorney fees, which Lessor may sustain, incur or be liable for arising out of or related to Lessee's use or occupancy of the Premises and its facilities. b. Lessor's Indemnification. Unless resulting from negligent actions or omissions of, or willful misconduct of, Lessee, its employees, agents or contractors, Lessor agrees to hold Lessee harmless and indemnify it, and, at Lessee's option, defend it from and against all liability, damages, losses, costs, causes of action, charges and expenses, including reasonable attorney fees, which Lessee may sustain, incur or be liable for arising out of or related to Lessor' s use or occupancy of the property and buddings of which the Premises and the easement parcels are a part. Lessee and Lessor acknowledge, however, that each party may sustain substantial consequential damages if damage to the tower or the equipment on the premises or the access easement parcel occurs or its use is interrupted. Because of these substantial, potential damages, Lessee and Lessor covenant with each other that in no event and/or under no circumstances shall each party, or their officers, directors, members, or employees, be liable to each other or any other person or entity for consequential damages relat'mg to or arising out of each other's use and/or occupancy of the premises or the access easement parcel, regardless of whether those consequential damages arise out of, relate to, or are caused by the other party's negligent actions or omissions. 22. Insurance: Lessee shall provide such insurance as is required by the Insurance Schedule attached hereto. 23. Environmental Warranty. Lessor hereby represents and warrants to Lessee that Lessor has never generated, stored, handled, or disposed of any hazardous waste or hazardous substance upon the Owned Premises, and that Lessor has no knowledge of such uses historically having been made of the Owned Premises or such substances historically having been introduced thereon. Lessee hereby represents and warrants that its use of the Premises herein will not generate or dispose of any hazardous substance on the Premises, and, with the exception of batteries, it will not store on or transport to, or over, the Premises any hazardous substance. Lessee further agrees to hold Lessor harmless from, and indemnify Lessor against, any release of any such hazardous substance and any damage, loss, expense or liability resulting from such release including all attorneys' fees, costs and penalties incurred as a result thereof, except any release caused by the negligence of Lessor, its employees or agents. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such laws, regulations or rules may be amended from tune to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. Lessor, its heirs, grantees, successors, and assigns shall indenmify, defend, reimburse and hold harmless Lessee from and against any and all environmental damages arising from the presence of Hazardous Materials upon, about or beneath the Leased Premises or migrating to or from the Leased Premises or arising in any manner whatsoever out of the violation of any Environmental Laws pertaining to the Leased Premised and any activities thereon, which conditions exist or existed prior to or at the tune of the execution of this Lease or which may occur at any t'nne in the furore through no fault of Lessee. Lessor's indemnification obligations hereunder shall survive the termination of this Lease. 24. Holding Over. Any holding over after the expiration of the term hereof, with the consent of the Lessor, shall be construed to be a tenancy from month to month at two (2) times the rents herein specified (prorated on a monthly basis) and shall otherwise be on the conditions herein specified, so far as applicable. 25. Subordination. Lessee agrees to subordinate this Lease to any mortgage or trust deed which may hereafter be placed on the Premises, provided such mortgagee or trustee thereunder shall ensure to Lessee the right to possession of the Premises and other rights granted to Lessee herein so long as Lessee is not in default beyond any applicable grace or cure period, such assurance to be in form reasonably satisfactory to Lessee. If requested by Lessee, Lessor agrees to use Lessor' s best efforts to assist Lessee in obtaining from any holder of a security interest in the land underlying the Premises a non-disturbance agreement in form reasonably satisfactory to Lessee. 26. Acceptance of Premises. By taking possession of the Premises, Lessee accepts the Premises in the condition existing as of the Commencement Date. Lessor makes no representation or warranty with respect to the condition of the Premises and Lessor shall not be liable for any latent or patent defect in the Premises. 27. Estoppel Certificate. Upon at least ten (10) days prior written notice from Lessor, Lessee shall deliver to Lessor a written statement certifying that (i) the Lease is unmodified and in full force, or if the Lease has been modified, that the Lease is in full force as modified and the modifications are then identified; (ii) the dates to which rent and other charges have been paid; (iii) so far as the certifying party knows, Lessor is not in default under any provisions of the Lease; and (iv) such other matters as Lessor may reasonably request. 28: Notices. All notices and correspondence shall be sent to the following: Lessor: City Manager Lessee: City of Dubuque 50 W. 13th Street Dubuque, IA 52001- 4845 General Counsel TeleCorp Realty, LLC 1010 North Glebe Rd, Suite 800 Arlington, VA 22201 29. Assignment of Lease by Lessee. This Lease and the Premises hereunder are assignable by the Lessee to the following: (i) any person or business entity which is a parent, subsidiary or affiliate of Lessee; (ii) any person or business entity which controls or is controlled by or under a common control with Lessee; (iii) any person or business entity which is merged or consolidated with Lessee; or (iv) any person or business entity which purchases a majority or controlling interest in the ownership or assets of Lessee. Any assignment of this Lease and the Premises hereunder by the Lessee shall not occur without the Lessor's consent, which consent shall not be unreasonably withheld, conditioned or delayed. Lessee's right to effect an outright transfer of the Premises, and the right of any collateral assignee to seize the Premises as defaulted security, is subject only to the limitation that the Premises shall be used for the purposes permitted herein. Lessee shall notify Lessor in writing of the name and address of any assignee or collateral assignee. 30. Binding Effect. All of the covenants, conditions, and provisions of this Lease shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 3 i. Entire Agreement. This Lease constitutes the entire agreement between the parties and supersedes any prior understandings or oral or written agreements between the parties respecting the within subject matter. 32. Modifications. This Lease may not be modified, except in writing signed by the party against whom such modification is sought to be enforced. 33. Attorney's fees. In any action on this Lease at law or in equity, the prevailing party shall be entitled to recover the reasonable cost~ of its successful case, including reasonable attorney's fees and costs of appeal. 34. Non-Waiver. Failure of Lessor or Lessee to insist on strict performance of any of the conditions, covenants, terms or provisions of this Lease or to exercise any of its rights hereunder shall not waive such rights, but each party shall have the rights to enforce such rights at any time and take such action as might be lawful or authorized hereunder, either in law or equity. The receipt of any sum paid by one party to the other after a breach of this Lease shall not be deemed a waiver of such breach unless expressly set forth in writing. 35. Property Taxes. a. Lessee shall pay any personal property taxes assessed on, or any portion of such taxes attributable to, the Wireless Telecommunication Antennae Facility. Lessor shall pay when due, or claim an appropriate exemption from, all real property taxes and all other fees and assessments attributable to the land underlying the Premises. However, Lessee shall pay, as Additional Rent, any increase in real property taxes levied against the Premises which is directly attributable to Lessee's use of the Premises, and Lessor agrees to furnish proof of such increase to Lessee. b. Lessor's requests to Lessee for contribution or reimbursement of property taxes should be addressed to USCell, P.O. Box 31369, Chicago, tL 60631-0369: All requests must be accompanied by a copy of Lessor's tax bill. Lessee shall comply with requests for contribution by issuing a check for Lessee's proportionate share made payable to the tax collector. Lessee shall comply with requests for reimbursement by issuing a check to Lessor, provided that a paid tax receipt accompanies such request. c. Lessee shall have the right, but not the obligation, to pay Lessor's real estate taxes on the underlying land if the same become delinquent, to ensure that Lessee's leasehold interest does not become extinguished. Lessee shall be entitled to take a credit against rent for the portion of Lessor~s taxes which it was not Lessee's obligation to pay, as such amount shall reasonably be substantiated. 36. Headings. The headings of this Lease are for convenience only and shall not be considered as part of the Lease for purposes of construction of the terms and conditions hereof. 37. Miscellaneous. a. Lessor and Lessee represent that each, respectively, has full right, power, and authority to execute this Lease. b. This Lease shall be construed in accordance with the laws of the State of Iowa. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. 38. Quiet Enjoyment. Lessor warrants that Lessee is entitled access to the Property at all times and to the quiet possession of the Leases Premises throughout the Initial term and each Renewal term so long as Lessee is not in default of any term of this Lease beyond expiration of the cure period set forth in paragraph 12 above. END OF AGREEMENT (Signature Page Follows Next) Signature Page IN WITNESS WHEREOF, the parties hereto bind themselves to this Ground Lease as of the day and year first above written. Lessor: The City of Dubuque, Iowa By: Michael C. Van Milligen City Manager ATTEST: Jeanne F. Schneider City Clerk TeleCorp Realty, LLC By: TeleCorp Communcations, Inc. Its: Managing Member By: Print Name: Title: Date: ACKNOWLEDGEMENTS STATE OF IOWA ) )SS: COUNTY OF DUBUQUE ) On this day of ,2001, before me a Notary Public in and for the State of Iowa, personally appeared Michael C. Van Milligen and Jeanne F. Schneider, to me personally known, who being duly sworn, did say that they are the City Manager and City Clerk, respectively, of the City of Dubuque, Iowa, a Municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instnunent is the seal of said Municipal corporation by authority and resolution of its City Council and said City Manager and City Clerk acknowledged said instrument to be the free act and deed of said Municipal corporation by it and by them voluntarily executed. Notary Public My commission expires: EXfllRIT A Legal Description of the Owned Premises Lots 23 & 24 of the Finley Home Addition in Dubuque, Iowa EXHIBIT B Site Plan/Legal Description of The Premises 19 EXHIBIT C Equipment to be Placed on The Premises The following Equipment together with any associated wires, cables, pipes, related ancillary equipment and conduit attached thereto and supporting structures associated therewith shall be located on the Leased Premises. · Twelve (12) panel antennas measuring approximately 60" height x 6" width x 2.75" depth. · Nine (9) cables measuring 1 5/8". · Equipment cabinets on a support frame contained within Leased Premises. 20 EXHIBIT D Protected Users of The Premises 1. The City of Dubuque, Iowa 2. Dubuque County, Iowa 3. Dubuque Cellular Telephone, L.P.. 4. Nextel Partners, 5. Iowa Wireless Commtmications INSURANCE SCHEDULE 1. Any policy of insurance or certificate of insurance required hereunder shall be ·with a carrier authorized to do business in Iowa and a carrier that has received a rating orA or better in the current Best's Rating Guide. 2. Any policy of insurance required hereunder shall provide for a thirty-day notice to the City of any material change or cancellation o£the policy prior to its expiration date. · 3. Lessee shall have its insurance agent or company certify in writing that any policy of insurance required herein with an aggregate limit of liability has not been reduced by paid or reserved claims at the time of issuance of policy or certificate. 4. Lessee shall furnish copies of the following policies to the City, with limits not less than the following, or greater if required by law, and shall also furnish certificates of insurance from a all independent contractors or subcontractors hired by Lessee or any independent contractor or subcontractor, which certificates shall provide evidence of coverage for the following with limits not less than the following, or greater if required by law: COMMERCIAL GENERAL LIABILITY: General Aggregate Limit Products - Completed Operation Aggregate Limit Personal and Advertising Injury Limit Each Occurrence Limit Fire Damage Limit (any one occurrence) Medical Payments $2,000,000 $1,000.000 $1,000,000 $1,000,000 $ 50,000 $ 5,000 OR Combined Single Limit Medical Payments $2,000,000 $ 5,000 Coverage is to include: occurrence form, premises/operations/products/completed operations coverage, independent contractors' coverage, contractual liability, broad form property damage, personal injury, City of Dubuque named as an additional insured with 30 days' written notice of change or cancellation. RESOLUTION NO. ~ ] ? -01 A RESOLUTION OF THE CITY'S INTENT TO DISPOSE OF INTEREST IN PROPERTY DESCRIBED IN A LEASE BETWEEN THE CITY OF DUBUQUE, IOWA AND TELECORP REALTY, LLC FOR THE INSTALLATION AND OPERATION OF A WIRELESS TELECOMMUNICATION FACILITY. WHEREAS, the City Council of the City of Dubuque, Iowa encourages the expansion of wireless telecommunication services to its citizens, businesses, and institutions, while at the same time minimizing safety and aesthetic concerns posed by the construction of new towers and monopoles in residential areas, and WHEREAS, Telecorp Realty, LLC is the holder of a current Federal Communications Commission license to provide certain wireless telecommunication services for sale in and around the City of Dubuque, and WHEREAS, Telecorp Realty, LLC desires to expand its signal coverage area and enhance the quality and capacity of its technical irflSastmcmre by installing and operating a wireless telecommnnication antennae facility on and near a water tower owned by the City of Dubuque, identified as site W-2, and located at 1525 West Third Street in Dubuque, and WHEREAS, the City of Dubuque desires to lease to Telecorp Realty, LLC certa'm space on the water tower site W-2 lower catwalk, along with adjacent ground space, for the purpose of installation and operation of a wireless telecommunication antenna facility, and WWF. REAS, representatives of Telecorp Realty, LLC and of the City of Dubuque have negotiated terms for such a lease, a copy of which is attached hereto, which the City Council finds beneficial to the community. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the City of Dubuque, Iowa intends to dispose of an interest in the property described in the proposed lease agreement with Telecorp Realty, LLC, under the conditions stipulated in the lease agreement. Section 2. That the City Clerk is hereby authorized and directed to cause a notice to be published of the proposed lease agreement in the manner prescribed by law. PASSED, APPROVED, and ADOPTED this 19 iday of March, 2001. ATTEST: chneider, City Clerk SIGN~. ~, /Terrance ~i~ Du~,gfaYor CITY OF DUBUQUE, IOWA MEMORANDUM March 15, 2001 TO: FROM: SUBJECT: The Honorable Mayor and City Council Members Michael C. Van Milligen, City Manager Proposed Lease of Space to Telecorp Realty, LLC, for a Telecommunication Antenna Facility On the City's Elevated Water Tank at 1525 West Third Street Cable Franchise Administrator Merrill Crawford is recommending that a public hearing be set for April 2, 2001, to consider a lease of space to Telecorp Realty, LLC, for a teleconmaunications antenna facility on the City's elevated water tank at 1525 West Third Street. I concur with the recommendation and respectfully request Mayor and City Council approval. M~chael C. Van Milligen ~ MCVM/jh Attachment cc: Barry Lindahl, Corporation Counsel Merrill Crawford, Cable Franchise Adm'mistrator CITY OF DUBUQUE, IOWA MEMORANDUM March 9, 2001 MEMO TO: Michael C. Van Milligen, City Manager FROM: Merrill Cmwford, Cable Franchise Administrator'~'~~ SUBJECT: Proposed Lease of Space to Telecorp Realty, LLC, for a Telecommunication Antenna Facility On The City's Elevated Water Tank at 1525 West Third Street INTRODUCTION: The purpose of this memorandum is to recommend that the City lease space on its water tank site W-2, located at 1525 West Third Street, and adjacent ground space, to Telecorp Realty, LLC, an Arlington, VA company, to support a wireless telecommunication antennae facility. BACKGROUND: Recent changes in technology and telecommunication law have rapidly accelerated the development of new wireless telecommunication services which are in heavy demand by business, industry, government, education, and individual consumers. Many of these services require networks of transmitting and receiving antennas communicating from specific locations at varying heights above the ground, mounted on towers, rooftops, tail structures, or natural high ~:ound. These antenna arrays are usually accompanied by small buildings or other enclosures housing electronic equipment and served by power and other utilities. On January 4, 1999, the City Council enacted Ordinance No. 3-99 adding Section 4-9 to the Zoning Ordinance to establish regulations for the placement of towers and antennas within the City. The new ordinance encourages location of antennas on existing towers and structures, accommodates towers in industrial zones, and promotes antenna siting solutions which do not result in new towers in residential and other more sensitive zones. In addition to reasonable land-use regulation, the City has implemented additional strategies for encouraging the introduction of new wireless telecommunication services and service providers while minimizing the negative impact of new towers and monopoles. A representatives of Telecorp Realty, LLC, a wireless telecommunications service provider, has proposed leasing space on the lower catwalk the City's elevated water tank at 1525 West Th/rd St., (Site W-2) and adjacent ground space, to support communication antennae, cable, and an equipment cabinet as a part of a wireless network they are extending into the Dubuque areau Three other wireless telecommunications service providers, US Cellular, Nextel, and Iowa Wireless, currently operate similar facilities on the property in accordance with leases comparable to that proposed for Telecorp. Highlights of the Proposed Lease Telecorp would be permitted to attach a set of antennas to the existing lower catwalk which extends around the circumference of the tank, and to route transmission cables down a supporting leg to the gXound. Tetecorp would also install and maintain an equipment shelter on the ground to house transmission equipment, and would pay all utility costs associated with the operation. Antennas would be painted to match the ;vater tower, and the placement and color of the equipment cabinet would be coordinated with the water tank and existing buildings. Additional arbor vitae would be planted along the inside of the security fence which separates the facility from the adjacent Cancer Survivors Park. Any future changes would be subject to City approval. Term of the lease would be 10 years, with three optional 5-year extensions. Telecorp would pay to the City an annual rent beginning at $13,200 and escalated annually by the greater of 3 percent or the percentage increase of the CPI. In the unlikely event of an early termination of the lease, the Lessee would pay an additional amount equal to 50 percent of the rent due for the year in which early termination occurred. In addition, the company would provide a performance bond in the amount of $10,000 during the full term of the lease in case costs were incurred by the City in removing abandoned antennas or equipment. Also, any wireless communication services the City of Dubuque chose to purchase from Telecorp would be at the most favorable rate given any of the company's similarly-situated customers. With the exception of the ten-year initial term, specific description of the premises and details of facility placement and attachment, the terms of this proposed lease are comparable to those of the other similarly-situated tenants on the property. Attached are a copy of the proposed lease and a resolution of intent to dispose of interest in the property. RECOMMENDED ACTION: The Recommended Action is that the proposed resolution and lease be placed on the agenda of the March 19, 2001 City Council meeting, to be set for a public hearing and final action on April 2, 2001. Cc: Bob Green, Water Department Manager Barry Lindahl, Corporation Counsel Tim O'Brien, Assistant City Attorney Site I.D. City: W-2 Telecorp: DBQ284 WATER TANK & GROUND SPACE LEASE This Water Tank and Ground Space Lease (the "Lease") is made and entered into the __ day of ,2001, by and between THE CITY OF DUBUQUE, IOWA, acting by and through its City Manager, whose address is 50 W. 13th Street, Dubuque, IA 52001 -4845, hereinafter referred to as "Lessor", and hereinafter referred to as "Lessee". Background A. Lessor is the owner in fee simple of a parcel of land located in the City of Dubuque, Dubuque County, State of Iowa, legally described on the attached Exhibit A (the "Owned Premises), on which a water tower (the "Tower") is located. The street address of the Owned Premises is 1525 West Third Street, Dubuque, IA 52001. B. Lessee desires to lease space on the lower catwalk of the Tower (the "Catwalk") and ground space below, or adjacent to, the Tower (the "Ground Space") for the installation and operation of a cellular radio-telephone communications antennae facility, which shall include directional antennae, an equipment building, connecting cables and appurtenances (collectively, "Wireless Telecommunication Antennae Facility) for use in connection with its communication business. C. Accordingly, the parties are entering into this Lease on the terms and conditions set forth below. Agreement In consideration of their mutual covenants, the parties agree as follows: 1. Leased Premises. Lessor leases to Lessee and Lessee leases from Lessor a portion of the Owned Premises, consisting of (i) space on the lower Catwalk, (ii) sufficient Ground Space below, or adjacent to, the Tower to place its equipment building, and (iii) easements for ingress/egress and utilities as shown on the Site Plan/Legal Description attached as Exhibit B (collectively, the "Premises"). Lessee intends to locate its antennae on the Catwalk as more fully described on the attached Exhibit C. Lessee may not add additional equipment and/or antennae from that shown on Exhibit C without the prior written approval of the Lessor. Lessor reserves the right to require Lessee to relocate its antennae and equipment to other locations on'the Catwalk if required in connection with the Lessor's actual use and maintenance of the tower or if the initial placement interferes with users which pre-date this lease. Lessee shall complete the relocation of its antennae, connecting cables and appurtenances within sixty (60) days after receiving written notice from Lessor. The relocation shall be at the Lessor's expense, and such expense shall be approved by Lessor prior to Lessee's relocation. If such relocation does not meet Lessee's RF requirements or interferes with Lessee's transmission, reception and operation of its communications system and uses incidental thereto, Lessee may terminate this Lease in accordance with Section 18 herein. This Lease is not a franchise pursuant to state, local, or federal law, nor is it a permit to use the rights-of-way. Any such franchise or permit must be obtained separately. 2. Term. The initial telIn of this Lease shall commence upon the award of the Building Permit by the City of Dubuque to Lessee for the Wireless Communication Antennae Facility (the Commencement Date) and end ten (10) years from the Commencement Date. Lessee shall have the option to renew this Lease for up to three (3) additional terms of five (5) years each, upon a continuation of all the same provisions hereof, by giving written notice to Lessor of Lessee's exercise of this option at least sixty (60) days before the expiration of the term then present at the time of such notice. 3. Rent. a. Upon fulfillment of the Conditions Precedent listed in Section 16 herein and receipt of the Building Permit to construct the Wireless Telecommunications Antenna Facility, Lessee shall provide to the Lessor a Performance Bond in the amount of ten thousand dollars ($10,000). In addition to herein, Lessee shall pay to Lessor as annual rent for the Premises the sum of thirteen thousand two hundred dollars ($13,200) (the "Base Rent"). Lessee shall pay Lessor Base Rent for the first year on the Commencement Date, and for each year thereafter on the Anniversary of the Commencement Date, unless the Base Rent is abated pursuant to Section 17 herein. Base Rent shall be increased annually as described in Section (3)(c) herein. b. Lessee shall pay Lessor a late payment charge equal to five percent (5 %) of the 1ate payment for any payment not paid when due. Any amounts not paid when due shall bear interest unt'fl paid at the lesser of the rate of two percent (2%) per month or the highest rate permitted by law. c. The Base Rent shall be increased annually effective as of each anniversary of the Commencement Date by three percent (3%) of the previous year's Base'Rent or the percentage increase in the CPI over the CPI for the 12 months prior to the adjustment date. "CPI means the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items, issued by the Bureau of Labor Statistics for the United States Deparlraent of Labor (1982-84 = 100). If the CPI is converted to a different standard reference base or otherwise revised, the adjustment set forth in this paragraph shall be made with the use of the conversion formula published by the Bureau of Labor Statistics. d. If this Lease is terminated at a time other than on the last day of the month, Rent shall be prorated as of the date of termination. e. To the extent that Lessor desires to purchase cellular telephone service from Lessee, Lessee shall offer this service to Lessor at the most favorable rate and terms that Lessee then offers to any other person. 4. Use of Premises. a. Lessee shall use the Premises for the installation, operation, and maintenance of its Wireless Telecommunication Antennae Facility for the transmission, reception and operation of a communications system and uses incidental thereto and for no other uses. Lessee may erect and operate twelve (12) panel-type directional antennae. Lessor may permit others m use other portions of the Catwalk or Owned Premises. b. Lessee shall, at its expense, comply with all present and future federal, state, and local laws, ordinances, roles and regulations (including laws and ordinances relating to health, radio frequency emissions, radiation and safety) in connection with the use, operation, maintenance, construction and/or installation of the Wireless Telecommunication Antennae Facility on the Premises. Lessor agrees to reasonably cooperate with Lessee i~ obtaining, at Lessee's expense (including reimbursement of Lessor's reasonable attorney and administrative fees, if any), any federal licenses and permits required for, or substantially required by, Lessee's use of the Premises. ( 1 ) The Wireless Telecommunication Antennae Facility is agreed to be Lessee's personal property and shall never be considered fixtures to the real estate. Upon termination of the Lease, the Lessee shall remove the Wireless Telecommunication Antennae Facility and any underground improvements from the Promises within ninety (90) days. Such removal shall be done in a workmanlike and careful manner and without interference or damage to any other equipment, structures or operations on the Premises, including use of the Premises by Lessor or any of Lessor's assignees or lessees. If, however, Lessee requests permission to not remove all or a portion of the improvements, and Lessor consents to such non-removal, title to the affected improvements shall thereupon transfer to Lessor and the same thereafter shall be the sole and entire property of Lessor, and Lessee shall be relieved of its duty to otherwise remove same. (2) Upon removal of the improvements (or portions thereof) as provided in Section 4(c)(1) herein, Lessee shall restore the affected areas of the Premises to the conditions which existed prior to this Lease, reasonable wear and tear excepted. (3) Alt costs and expenses for the removal and restoration to be performed by Lessee pursuant to Section 4(c)(1), (2) herein shall be borne by Lessee, and Lessee shall hold Lessor harmless from any portion thereof. 5. Construction Standards. The directional antennae, equipment building, connecting cables and appurtenances of the Wireless Telecommunication Antennae Facility shall be installed on the Premises in a good and workmanlike manner without the attachment of any construction liens. Lessor reserves the right to require Lessee to paint the antennae in a manner consistent with the color of the Tower. 6. Installation of Equipment. a. Lessee shall have the right, at its sole cost and expense, to install, operate and maintain its Wireless Telecommunication Antennae Facility on the Premises, as described on Exhibit C, in accordance with good engineering practices and with all site standards, statutes, ordinances, roles and regulations now in effect or that may be issued thereafter by the Federal Communications Commission or any other governing bodies. b. Lessee's installation of such a Wireless Telecommunication Antennae Facility shall be done according to plans approved by Lessor, whose approval shall not be unreasonably withheld, delayed or conditioned. Any damage done to the Tower, the Catwalk and/or other structures during installation and/or operations shall be repaired or replaced immediately at Lessee's expense and to Lessor's reasonable satisfaction~ In connection with the installation and operation of the Wireless Telecommunication Antennae Facility, Lessee shall not make any penetrations of walls or roof of the Tower without Lessor's prior written consent. c. Within thirty (30) days of the completion of the initial installation of the Wireless Telecommunication Antennae Facility, Lessee shall provide Lessor with as-built drawings of the Wireless Telecommunication Antennae Facility and the improvements installed on the Premises, which show the actual location of all equipment and improvements consistent with Exhibit C.. Said drawings shall be accompanied by a complete inventory of the building and all equipment and antennae located on the Tower and Catwalk. 7. Equipment Upgrade. Lessee may update or replace the antennae from time to time with the prior written approval of Lessor, whose approval shall not be unreasonably withheld, conditioned or delayed, provided that the replacement antennae are not greater in number or size than the existing antennae and that any change in antennae locations on the Catwalk is approved in writing by the Lessor. Lessee shall submit to Lessor a proposal for any such replacement antennae and any supplemental materials for Lessor's evaluation. 8. Maintenance. a. Lessee shall, at its own expense, maintain the Premises and any equipment on or attached to the Premises in a safe condition, in good repair and in a manner suitable to Lessor so as not to conflict with the use of, or other leasing, of the Catwalk or other portions of the Tower by Lessor. Lessee shall not interfere with the use of the Catwalk, the Tower, related facilities or other equipment of other lessees. b. Lessee shall have sole responsibility for the maintenance, repair, and security of its equipment, personal property, leasehold improvements, and directional antennae, equipment building, connecting cables, and appurtenances of the Wireless Telecommunication Antennae Facility, and Lessee shall keep the same in good repair and condition during the term of the Lease, and as such Lease terms may be renewed and extended. c. Lessee shall keep the Premises free of debris and anything of a dangerous, noxious or offensive nature or which would create a hazard or undue vibration, heat, noise or interference. d: In the event the Lessor or any other lessee undertakes painting, construction, repair or other alterations on the Catwalk or the Tower, Lessee shall take reasonable measures at Lessee's cost to cover Lessee's equipment, personal property, leasehold improvements, and directional antennae, equipment building, connecting cables, and appurtenances of the Wireless Telecommunication Antennae Facility and protect such from paint and debris fallout which may occur during the painting, construction or alteration process. Lessee shall notify Lessor at least thirty-five (35) days prior to any construction, painting, repair or alterations begun by Lessee to the Wireless Telecommunication Antennae Facility, the Catwalk or the Tower, unless such consnmction, painting, repair or alterations must be made on an emergency basis, in which case Lessee shall notify Lessor as soon as practicable. Lessor shall notify Lessee at least thirty (30) days prior to any construction, painting, repair or other alterations begun by Lessor or any other lessee, unless said construction, painting, repair or alterations must be made on an emergency basis, in which case Lessor shall notify Lessee as soon as practicable. Unless resulting from negligent actions or omissions of, or willful misconduct of, Lessor, its employees, agents or contractors, Lessor shall not be liable for any damage incurred by Lessee from such painting, construction, repair or alterations. Premises Access. a. Lessee shall have 24- hour/7-day access to the Premises by means reasonably designated by Lessor, subject to notice requirements to Lessor in Section 9(b) herein, in order to install, operate and maintain its Wireless Telecommunication Antennae Facility. b. Lessee shall have reasonable access to the Catwalk in order to install, operate and maintain its antennae, connecting cables, and appurtenances. Lessee shall have access to such Catwalk only with the prior written approval of Lessor. Lessee shall request access to the Catwalk twenty-four (24) hours in advance, except in an emergency. Lessee shall have unrestricted access to its equipment building without the requirement of supplying Lessor with prior written notice. c. Upon twenty-four (24) hours prior written notice to Lessee, and with an escort provided by Lessee, Lessor shall be allowed and granted access to Lessee's equipment building at reasonable times to examine and inspect the same for safety reasons or to ensure that the Lessee's covenants are being met. d. Lessor shall keep the street access to the Premises reasonably clear of snow and ice as soon as is practicable after each snowfall. 10. Utilities. Unless the Premises is immediately adjacent to public rights-of- way for ingress, egress, and utilities, Lessor hereby grants to Lessee the following described Easement Parcels appurtenant to the Premises: Use: Access. Width: 20'; Approximate length: as needed per survey between Premises and the public road known as West Third Street over traveled ways. Use: Utilities. Width: i0'; Approximate length: As needed per survey between the Premises and suitable utility company service connection points. Lessor agrees to make such direct grants of easement as the utility companies may require. Lessee shall, at its expense, separately meter charges for the consumption of electricity and other utilities associated with its use of the Premises and shall timely pay all costs associated therewith. 11. RF Interference a. Non-interference by Lessee. The Wireless Telecommunication Antennae Facility shall be installed and operated in a manner which does not cause radio-frequency interference ("RF interference") to the operations of any Protected User. "Protected User" shall mean any existing user or lessee of the Premises listed on Exhibit D attached hereto, which Lessor hereby warrants to Lessee is an accurate listing of the frequencies, orientation. placement, height, location, and description of all existing antennae, transmitters, receivers, or other radio or electronic transmitting or receiving equipment located on the Premises. Lessee agrees m nnmediately cure any such RF interference caused to a Protected User by Lessee's eqmpment or, if such RF interference cannot immediately be cured, m temporarily reduce power or cease the offending operations, if so demanded by Lessor on the ground of RF interference, until a cure at full power is achieved. b. Non-interference by Lessor. Lessor covenants to use Lessor's best efforts to protect Lessee from RF interference caused or potentially caused by subsequent users or lessees of the Premises or changes in its use. Except for the Protected Users, Lessor, and its successors and assigns, shall not use, al/ow or permit the Premises to be used in any manner which will materially impair the use of the Wireless Telecommunication Antennae Facility hereafter erected or located upon the Premises by Lessee or allow any use in any way as shall cause any destructive or conflicting interference with the radio, telephone, or communications signals to and from the facilities or equipment of Lessee. If any harmful RF interference shall result from any such transmitters, equipment; antennae, or dishes permitted on the Premises by Lessor, other than the Protected Users, to the facilities or equipment of Lessee installed on the Premises, then Lessor shall immediately cause such transmitter, equipment, antennae or dish to be discontinued from operation until such interference is eliminated. If Lessor cannot eliminate such RF interference, Lessee may terminate this Lease in accordance with Section 18 herein. 12. Monetary Default by Lessee. Lessee shall be in default of this Lease if Lessee fails to make payment of rent, or any other sums, when due and such failure continues for ten (10) days after Lessor notifies Lessee in writing of such failure. 13. Non-monetary Default by Lessee. If Lessee fails to comply with any non- monetary provision of this Lease which Lessor claims to be a default hereof, Lessor shall serve written notice of such default upon Lessee, whereupon a grace period of 30 days shall commence to nm during which Lessee shall undertake and diligently pursue a cure of the default. Such grace period shall automatically be extended for an additional 30 days, provided Lessee makes a good faith showing that efforts toward a cure are continuing. 14. Cure or Termination by Lessor. In the event of any default of this Lease by Lessee, the Lessor may at any time, after giving notice, cure the default for, and at the expense of the Lessee. If Lessor is compelled to pay, or elects to pay, any sum of money or incurs any expense, the sums or expenses so paid by Lessor, with all interest, costs, and damages, shall be deemed Additional Rent due from the Lessee to Lessor on the first day of the month following their payment by Lessor. In the event of default of this Lease by Lessee, of if Lessee loses its FCC license for any reason, including, but not limited to, non-renewal, expiration, or cancellation, Lessor shall have the right, at its option, in addition to and not exclusive of any other remedy Lessor may have by operation of law, without any further demand or notice, to re-enter the Premises and eject all persons therefrom, and terminate this Lease. Lessor shall give Lessee ninety (90) days notice of its exercise of its right of termination of this Lease. Such notice of termination shall be given Lessee in writing by certified mail, return receipt requested, and shall be effective upon receipt of such notice. All prepaid rent payments received by Lessor from Lessee shall be retained by Lessor. Upon such termination, this Lease shall become null and void and the parties shall have no further obligations to each other. In the event of termination, Lessee shall remove the Wireless Telecommunication Antennae Facility in accordance with Section 4(c) hereof. Re-entry and taking of possession of the Premises by Lessor shall be construed as an election on Lessor's part to terminate this Lease. If term'mation occurs for any reason during the tenth -year of the term, or during either of the three optional five-year extensions of the term, the amount of the Additional Rent due upon termination shall be zero. 15. Performance Bond. To secure the timely performance by Lessee of all terms, covenants and conditions of this lease, Lessee shall provide Lessor with a performance bond in an amount not less than ten thousand dollars ($10,000) in a form mutually satisfactory to the parties, and shall maintain said bond in effect during the term of this lease including any renewals. 16. Lessee's Conditions Precedent. This Lease and Lessee's obligations hereunder, including the obligations to pay rent, are expressly conditioned upon and subject to the following: a. Lessee must receive all necessary local, state, and federal governmental approvals relating to Lessee's intended use of the Premises; Lessor agrees to cooperate with Lessee in obtaining all such approvals; b. Lessee's technical reports must establish to Lessee's exclusive satisfaction that the Premises are capable of being suitably engineered to accomplish Lessee's intended use of the Premises; and c. Lessee's title insurer must determine that Lessor owns good and clear marketable title to the land underlying the Premises, and that such title is free from encumbrances and restrictions which would interfere with Lessee's intended use of the Premises or would impair Lessee's ability to pledge the leasehold estate as collateral to secure debt financing. 17. Abatement of Rent Pending Conditions. Lessee shall have no obligation to pay rent until all the Conditions Precedent have been satisfied or waived, and rent which would otherwise be due for the intervening time pending satisfaction of the Conditions Precedent is hereby excused and forgiven. 18. Option to Terminate. Lessee shall have the unilateral right to terminate this Lease at any time by giving written notice to Lessor of Lessee's exercise of this option. Upon such termination, Lessee shall remove the Wireless Telecommunication Antennae Facility in accordance with Section 4(c) herein. 19. Alteration, Damage or Destruction. If the Catwalk or any portion thereof is altered, damaged or destroyed, through no fault or negligence of Lessee, so as to materially hinder effective use of the Wireless Telecommunication Antennae Facility, Lessee may elect to term'mate this Lease, without paying Addkional Rent to Lessor, upon thirty (30) days written notice to Lessor. In such event, Lessee shall remove the Wireless Telecommunication Antennae Facility from the Premises in accordance with Section 4(c), less any alteration, damage or destruction hindering effective use of the Catwalk. This Lease and Lessee's obligations hereunder shall term'mate upon Lessee's fulfillment of Section 4(c), at which time Lessee shall be entitled to reimbursement of any prepaid rent. 20. Condemnation. In the event the Owned Premises are taken by eminent domain, this Lease shall terminate as of the date title to the Owned Premises vests in the condemning authority. In the event a portion of the Premises is taken by eminent doma'm, either party shall have the right to terminate this Lease as of said date of title transfer, by giving thirty (30) days' written notice to the other party. In the event of any taking under the power of eminent domain, Lessee shall not be entitled to any portion of the reward paid for the taking and the Lessor shall receive full amount of such award. Lessee shall hereby expressly waive any right or claim to any portion thereof although all damages, whether awarded as compensation for diminution in value of the leasehold or to the fee of the Premises, shall belong to Lessor. Lessee shall have the right to claim and recover from the condemning authority, but not from Lessor, such compensation as may be separately awarded or recoverable by Lessee on account of any and all damage to Lessee's business and any costs or expenses incurred by Lessee in moving/removing its equipment building, personal property, antennae, connecting cables, appurtenances, and other leasehold improvements. 21. Mutual Indenmification a. Lessee's Indemnification. Unless resulting from negligent actions or omissions of, or willful misconduct of, Lessor, its employees, agents or contractors, Lessee agrees to hold Lessor harmless, indemnify it, and, at Lessor's option, defend it from and against all liability, damages, losses, costs, causes of action, charges and expenses, including reasonable attorney fees, which Lessor may sustain, incur or be liable for arising out of or related to Lessee's use or occupancy of the Premises and its facilities. b. Lessor's Indemnification. Unless resulting from negligent actions or omissions of, or willful misconduct of, Lessee, its employees, agents or contractors, Lessor agrees to hold Lessee harmless and indemnify it, and, at Lessee's option, defend it from and against all liability, damages, losses, costs, causes of action, charges and expenses, including reasonable attorney fees, which Lessee may sustain, incur or be liable for arising out of or related to Lessor's use or occupancy of the property and buildings of which the Premises and the easement parcels are a part. Lessee and Lessor acknowledge, however, that each party may sustain substantial consequential damages if damage to the tower or the equipment on the premises or the access easement parcel occurs or its use is interrupted. Because of these substantial, potential damages, Lessee and Lessor covenant with each other that in no event and/or under no circumstances shall each party, or their officers, directors, members, or employees, be liable to each other or any other person or entity for consequential damages relating to or arising out of each other's use and/or occupancy of the premises or the access easement parcel, regardless of whether those consequential damages arise out of, relate to, or are caused by the other party's negligent actions or omissions. 22. Insurance: Lessee shall provide such insurance as is required by the Insurance Schedule attached hereto. 23. Environmental Warranty. Lessor hereby represents and warrants to Lessee that Lessor has never generated, stored, handled, or disposed of any hazardous waste or hazardous substance upon the Owned Premises, and that Lessor has no knowledge of such uses historically having been made of the Owned Premises or such substances historically having been inn:oduced thereon. Lessee hereby represents and warrants that its use of the Premises herein will not generate or dispose of any hazardous substance on the Premises, and, with the exception of batteries, it will not store on or transport to, or over, the Premises any hazardous substance. Lessee further agrees to hold Lessor harmless from, and indemnify Lessor against, any release of any such hazardous substance and any damage, loss, expense or liability resulting from such release including all attorneys' fees, costs and penalties incurred as a result thereof, except any release caused by the negligence of Lessor, its employees or agents. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such taws, regulations or rnles may be amended from tn'ne to fane; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. Lessor, its heirs, grantees, successors, and assigns shall indemnify, defend, reimburse and hold harmless Lessee from and against any and all environmental damages arising from the presence of Hazardous Materials upon, about or beneath · the Leased Premises or migrating to or from the Leased Premises or arising in any manner whatsoever out of the violation of any Environmental Laws pertaining to the Leased Premised and any activities thereon, which conditions exist or existed prior to or at the time of the execution of this Lease or which may occur at any time in the furore through no fault of Lessee. Lessor's indemnification obligations hereunder shall survive the termination of this Lease. 24. Holding Over. Any holding over after the expiration of the term hereof, with the consent of the Lessor, shall be construed to be a tenancy from month to month at two (2) times the rents herein specified (prorated on a monthly basis) and shall otherwise be on the conditions herein specified, so far as applicable. 25. Subordination. Lessee agrees to subordinate this Lease to any mortgage or trust deed which may hereafter be placed on the Premises, provided such mortgagee or trustee thereunder shall ensure to Lessee the right to possession of the Premises and other rights granted to Lessee herein so long as Lessee is not in default beyond any applicable grace or cure period, such assurance to be in form reasonably satisfactory to Lessee. If requested by Lessee, Lessor agrees to use Lessor's best efforts to assist Lessee in obtaining from any holder of a security interest in the land underlying the Premises a non-disturbance agreement in form reasonably satisfactory to Lessee. 26. Acceptance of Premises. By taking possession of the Premises, Lessee accepts the Premises in the condition existing as of the Commencement Date. Lessor makes no representation or warranty with respect to the condition of the Premises and Lessor shall not be liable for any latent or patent defect in the Premises. 27. Estoppel Certificate. Upon at least ten (10) days prior written notice from Lessor, Lessee shall deliver to Lessor a written statement certifying that (i) the Lease is unmodified and in full force, or if the Lease has been modified, that the Lease is in full force as modified and the modifications are then identified; (ii) the dates to which rent and other charges have been paid; (iii) so far as the certifying party knows, Lessor is not in default under any provisions of the Lease; and (iv) such other matters as Lessor may reasonably request. 28. Notices. All notices and correspondence shall be sent to the following: LeSSOr; City Manager Lessee: City of Dubuque 50 W. 13th Street Dubuque, IA 52001- 4845 General Counsel TeleCorp Realty, LLC 1010 North Glebe Rd, Suite 800 Arlington, VA 22201 29. Assignment of Lease by Lessee. This Lease and the Premises hereunder are assignable by the Lessee to the following: (i) any person or business entity which is a parent, subsidiary or affiliate of Lessee; (ii) any person or business entity which controls or is controlled by or under a common control with Lessee; (iii) any person or business entity which is merged or consolidated with Lessee; or (iv) any person or business entity which purchases a majority or controlling interest in the ownership or assets of Lessee. Any assignment of this Lease and the Premises hereunder by the Lessee shall not occur without the Lessor's consent, which consent shall not be unreasonably withheld, conditioned or delayed. Lessee's right to effect an outright transfer of the Premises, and the right of any collateral assignee to seize the Premises as defaulted security, is subject only to the limitation that the Premises shall be used for the purposes permitted herein. Lessee shall notify Lessor in writing of the name and address of any assignee or collateral assignee. 30. Binding Effect. All of the covenants, conditions, and provisions of this Lease shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 31. Entire Agreement. This Lease constitutes the entire agreement between the parties and supersedes any prior understandings or oral or written agreements between the parties respecting the within subject matter. 32. Modifications. This Lease may not be modified, except in writing signed by the party against whom such modification is sought to be enforced. 33. Attorney's fees. In any action on this Lease at law or in equity, the prevailing party shall be entitled to recover the reasonable costs of its successful case, including reasonable attorney's fees and costs of appeal. 34. Non-Waiver. Failure of Lessor or Lessee to insist on strict performance of any of the conditions, covenants, terms or provisions of this Lease or to exercise' any of its rights hereunder shall not waive such rights, but each party shall have the rights to enforce such rights at any time and take such action as might be lawful or authorized hereunder, either in law or equity. The receipt of any sum paid by one party to the other after a breach of this Lease shall not be deemed a waiver of such breach unless expressly set forth in writing. 35. Property Taxes. a. Lessee shall pay any personal property taxes assessed on, or any portion of such taxes attributable to, the Wireless Telecommunication Antennae Facility. Lessor shall pay when due, or claim an appropriate exemption from, all real property taxes and all other fees and assessments attributable to the land underlying the Premises. However, Lessee shall pay, as Additional Rent, any increase in real property taxes levied against the Premises which is directly attributable to Lessee's use of the Premises, and Lessor agrees to furnish proof of such increase to Lessee. b. Lessor's requests to Lessee for contribution or reimbursement of property taxes should be addressed to USCell, P.O. Box 31369, Chicago, IL 60631-0369. All requests must be accompanied by a copy of Lessor's tax bill. Lessee shall comply with requests for contribution by issuing a check for Lessee's proportionate share made payable to the tax collector. Lessee shall comply with requests for reimbursement by issuing a check to Lessor, provided that a paid tax receipt accompanies such request. c. Lessee shall have the right, but not the obligation, to pay Lessor's real estate taxes on the underlying land if the same become delinquent, to ensure that Lessee's leasehold interest does not become extinguished. Lessee shall be entitled to take a credit against rent for the portion of Lessor's taxes which it was not Lessee's obligation to pay, as such amount shall reasonably be substantiated. 36. Headings. The headings of this Lease are for convenience only and shall not be considered as part of the Lease for purposes of construction of the terms and conditions hereof. 37. Miscellaneous. a. Lessor and Lessee represent that each, respectively, has full right, power, and authority to execute this Lease. b. This Lease shall be construed in accordance with the laws of the State of Iowa. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. 38. Quiet Enioyment. Lessor warrants that Lessee is entitled access to the Property at all times and to the quiet possession of the Leases Premises throughout the Initial term and each Renewal term so long as Lessee is not in default of any term of this Lease beyond expkation of the cure period set forth in paragraph 12 above. END OF AGREEMENT (Signature Page Follows Next) Signature Page IN WITNESS WHEREOF, the parties hereto bind themselves to this Ground Lease as of the day and year first above written. Lessor: The City of Dubuque, Iowa By: Michael C. Van Milligen City Manager ATTEST: By: Jeanne F. Schneider City Clerk Lessee: TeleCorp Realty, LLC By: TeleCorp Communcations, Inc. Its: Managing Member l y: Print Name: Title: Date: ACKNOWLEDGEMENTS STATE OF IOWA ) )SS: COUNTY OF DUBUQUE ) On this __ day of ,2001, before me a Notary Public in and for the State of Iowa, personally appeared Michael C. Van Milligen and Jeamae F. Schneider, to mc personally known, who being duly sworn, did say that they are the City Manager and City Clerk, respectively, of thc City of Dubuque, Iowa, a Municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing inswament is the seal of said Municipal corporation by authority and resolution of its City Council and said City Manager and City Clerk acknowledged said instrument to bc thc free act and deed of said Municipal corporation by it and by them voluntarily executed. Notary Public My commission expires: EXHIBIT A Legal Description of the Owned Premises Lots 23 & 24 of the Finley Home Addition in Dubuque, Iowa EXItlIlIT B Site Plan/Legal Description of The Premises 19 EXHIBIT C Eqtfipment to be Placed on The Premises The following Equipment together with any associated wires, cables, pipes, related ancillary equipment and conduit attached thereto and supporting structures associated therewith shall be located on the Leased Premises. · Twelve (12) panel antennas measuring approximately 60, height x 6" width x 2.75" depth. Nine (9) cables measuring 1 5/8". · Equipment cabinets on a support frame contained within Leased Premises. 2O EXHIBIT D Protected Users of The Premises 1. The City of Dubuque, Iowa 2. Dubuque County, Iowa 3. Dubuque Cellular Telephone, L.P. 4. Nextel Parmers, 5. Iowa Wireless Communications INSURANCESCHEDULE 1. Any policy of insurance or certificate of insurance required hereunder shall be with a carrier authorized to do business in Iowa and a carrier that has received a rating of A or better in the current Best's Rating Guide. 2. Any policy of insurance required hereunder shall provide for a thirty-day notice to the City of any material change or cancellation of the policy prior to its expiration date. 3. Lessee shall have its insurance agent or company certify in writing that any policy of insurance required herein with an aggregate limit of liability has not been reduced by paid or reserved claims at the time of issuance of policy or certificate. 4. Lessee shall furnish copies of the following policies to the City, with limits not less than the following, or greater if required by law, and shall also furnish certificates of insurance from a all independent contractors or subcontractors hired by Lessee or any independent contractor or subcontractor, which certificates shall provide evidence of coverage for the following with limits not less than the following, or greater if required by law: COMMERCIAL GENERAL LIABILITY: General Aggregate Limit Products - Completed Operation Aggregate Limit Personal and Advertising Injury Limit Each Occurrence Limit Fire Damage Limit (any one occurrence) Medical Payments $2,000,000 $1,000.000 $1,000;000 $1,000,000 $ 50,000 $ 5,000 OR Combined Single Limit Medical Payments $2,000,000 $ 5,000 Coverage is to include: occurrence form, premises/operations/products/completed operations coverage, independent contractors' coverage, contractual liability, broad form property damage, personal injury, City of Dubuque named as an additional insured with 30 days' w~tten notice of change or cancellation.