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Iowa Wireless Lease_Madison ParkTHE CITY OF Dubuque -~.. ~~ ~ E AID-Arr~ai~a cihr Maste iece an tl~e Mississi i ~ 1~1~ ~ ; ry : R ~. 2007 TO: The Honorable Mayor and City Council Members FROM: Michael C. Vary Milligen, City Manager SUBJECT: Set Public Hearing for Proposed Lease of Space to Iowa Wireless DATE: February 13, 2008 Leisure Services Manager Gil Spence is recommending that the City Council set a public hearing for March 3, 2'.008, to consider leasing a section of Madison Park to Iowa Wireless Services, LLC, for installation of a 50-foot high flagpole to support a wireless telecommunication antenna Facility. I concur with the recommendation and respectfully request Mayor and City Council approval. ,% (~'~ Z~., ~ ~ 2 Mi hael C. Van Milligen MCVM/jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, A~;sistant City Manager Gil D. Spence, LeisurE; Services Manager TxE CTTY OF ~,,,,, SUB E Dubuque r. ~-~~~ ~~ Masterpiece on the Mississippi _ ~ ~ -' zoos TO: Michael C. Vari Milligen, City Manager FROM: Gil D. Spence, Leisure Services Manager SUBJECT: Set Public Hearing for Proposed Lease of Space to Iowa Wireless Services, LLC, for a Telecommunication Antenna Facility in Madison Park DATE: February 11, 2008 INTRODUCTION The purpose of this memorandum is to recommend that the City Council set a public hearing for March 3, 2008, tc- consider leasing a section of Madison Park to Iowa Wireless Services, LLC, for iinstallation of a 50-foot high flag pole to support a wireless telecommunication antenna 1~acility. BACKGROUND Previous 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, tall structures, or natural high ground. 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 (continued) public hearing for proposed lease of space to Iowa Wireless Services, LLC, page two services and service providers while minimizing the negative impact of new towers and monopoles. Representatives of Iowa Wireless Services, LLC, a wireless business telecommunications service provider have proposed leasing space in Madison Park, North Main Street and adjacent ground space to support the communication antenna. DISCUSSION Iowa Wireless proposes to construct a 50-foot high flag pole in Madison Park to place a wireless telecommunication antenna on top of. A support building will be constructed along the southwest property line of the park. The main points of the lease include: • Term of Lease: 5 years with options for 5 additional 5-year renewals. • $1,300 per month; $15,E~00 per year. • Rent would increase 15°% each renewal year (5 years). • Flag pole would be 50-feet high with a decorative fence around the pole. • Equipment would be located on the southwest property line of the park. • The flag pole would be lighted. • City would be responsible for proper display and purchase of the flag. • Construction would be done in the spring. Attached is a copy of the lease agreement and map of the park showing the location of the flag pole and support building. City Attorney Barry Lindahl has worked with Iowa Wireless to develop this IeasE~. ACTION STEP The action requested is that the City Council adopt the attached resolution setting a public hearing on March 3, 2008, to consider leasing a section of Madison Park to Iowa Wireless, LLC. GDS:jIr attachments RESOLUTION NO. 62-08 RESOLUTION OF INTENT TO DISPOSE OF AN INTEREST IN REAL PROPERTY OWNED BY THE CITY OF DUBUQUE BY LEASE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND IOWA WIRELESS SERVICES, LLC FOR THE INSTALLATION AND OPERATION OF A WIRELESS TELECOMMUNICATION ANTENNA FACILITY WHEREAS, the City Council of the City of Dubuque, Iowa encourages the expansion of wireless communication 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, Iowa Wireless Services, LLC is the holder of a current Federal Communications Commission License to provide certain wireless communication services for sale in and around the City of Dubuque; and WHEREAS, Iowa Wireless Services, 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 antenna facility in Madison Park owned by the City of Dubuque and located at North Main Street in Dubuque, Iowa; and WHEREAS, the City of Dubuque desires to lease to Iowa Wireless Services, LLC certain space in Madison Park along with ground space for the purpose of installation and operation of a wireless telecommunication facility; and WHEREAS, representatives of Iowa Wireless Services, LLC and the City of Dubuque have negotiated terms for a Lease Agreement, now on file with the City Clerk, which the City Council finds beneficial to the community; and WHEREAS, the City Council has tentatively determined that it would be in the best interest of the City to enter into the Lease Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, fOWA: Section 1. The City Council of the City of Dubuque intends to lease space in Madison Park and ground space in support of an equipment building pursuant to the terms of the Lease Agreement. Section 2. The City Clerk is hereby authorized and directed to cause this Resolution and Notice to be published as prescribed by Iowa Code Section 364.7 of a public hearing on the City's intent to lease space in Madison Park and ground space, to be held on the 3rd day of March, 2008, at 6:30 o'clock p.m. at the Historical Federal Building, 350 W. 6th Street, Dubuque, Iowa. Passed, approved and adopted this 18th day of February, 2008. Roy D. Buol, Mayor Attest: Jeanne F. Schneider, City Clerk Site ID City: W5 Tireless-IA-0280 MADISON PARK GROUND SPACE LEASE This Ground Space lease (the "Lease") is made and entered into this day of 2008, 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 Iowa Wireless Services, LLC d/b/a: i-wireless, whose address is 4135 NW Urbandale Drive, Urbandale, Iowa 50322 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"). The street address of the Owned Premises is 1824 North Main Street, Dubuque, IA 52001. B. Lessee desires to lease ground space for the installation of a 50' flag pole on which to operate a cellular radio-telephone communication flag pole facility, AN area for an equipment building, and connecting cables and appurtenances (collectively, "the Cell Tower Flag) 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 for the flag pole, (ii) sufficient ground space close to the flag pole on which to place its a ui ment shelter, easements for ingress/egress and utilities as shown on attached Exhibit Aa Leg'al Description of the Owned Premises, Exhibit B, Survey, and Exhibit C, Site Plan (collectively, the "Leased Premises ). Lessee may not add additional equipment and/or flag pole(s) from that shown on Exhibit C without the prior written approval of Lessor. This Lease is not a franchise ,pursuant to state, local, or federal law, nor is it a permit to use the right-of-way. Any such franchise or permit must be obtained separately. 2. Term. The Initial Term of this Lease shall commence on the date the building permit is approved (the "Comrnencement Date") and end on the fifth Anniversary of the Madison Park redline 021208ba1 Commencement Date. Lessee shall have the option to renew this Lease for up to five (5) 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. Lessee shall pay to lessor as annual rent for the Leased Premises for the Initial Term the sum of fifteen thousand six hundred dollars ($15,600) (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 during the Initial Term. After the Initial Term, rent shall be increased 15% with each five-year renewal term as shown on the attached Rent Schedule, Exhibit F. 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 later. c. To the extent that Lessor desires to purchase cellular telephone service from Lessee, Lessee shall offer tihis service to Lessor at the most favorable rate and terms that Lessee then offers to any other similarly-situated customers. 4. Use of Premises. a. Lessee shall use the Leased Premises for the installation, operation, and maintenance of its Cell Tower Facility for the transmission, reception and operation of a communications system and uses incidental thereto and for no other uses. b. Lessee shall, at its e;cpense, comply with all present and future 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 Cell Tower Facility on the Leased Premi;>es. Lessor agrees to reasonably cooperate with Lessee in obtaining, at Lessee's expf:nse (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 Leased Premises. c. (1) The flag pole and equipment are 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 flag pole and equipment and any underground improvements from the Leased 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 Leased Premises, including use of the Leased Premises by Lessor or any of Lessor's assignees or Lessees. If, however, 021208ba1 2 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 Leased 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. Waiver of Lessor's Lien. Lessor acknowledges that Lessee has entered into a financing arrangement including promissory notes and financial and security agreements for the financing of the Cell Tower Facility (the "Collateral") with a third party financing entity (and may in the future enter into additional financing arrangements with other financing entities). In connection therewith Lessor (i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral, as fixtures or otherwise; and (iii) agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy, attachment, or distress for any Rent due or to become due and that such Collateral may be rE~moved at any time without recourse to legal proceedings. 6. Construction Standards. The flag pole and equipment of the Cell Tower Facility shall be installed on the Leased Premises in a good and workmanlike manner without the attachment of any construction liens. 7. Installation of Equipment. a. Lessee shall have the right, at its sole cost and expense, to install, operate and maintain its Cell Tower Facility on the Leased Premises, as described on Exhibits A, B and 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 Communications Commission or any other governing bodies. b. Lessee's installation of such a flag pole and equipment shall be done according to plans approved by Lessor, whose approval shall not be unreasonably withheld. c. Within thirty (30) days of the completion of the initial installation of the Cell Tower Facility, Lessee shall provide Lessor with as-built drawings of the Cell Tower Facility and the improvements installed on the Leased Premises, which show the actual location of all equipment and improvE~ments consistent with Exhibit C. Said drawings shall be accompanied by a complete inventory of the building and all equipment and flag pole located on the Tower. 021208ba1 3 d. Lessee shall construct a decorative fence around the flag pole. Prior to construction of the fence, Lessee shall submit plans therefore to Lessor for Lessor's approval. e. Lessee shall provide at its expense for the lighting of the flag pole. f. Lessor shall be responsible for the proper display of any flags on the flag pole, including replacement flags and replacement light bulbs for lighting and the actual display of the flag according to established flag etiquette. 8. Equipment Upgrade. Lessee may update or replace the flag pole from time to time with the prior written approval of Lessor, whose approval shall not be unreasonably withheld, provided that the replacement flag pole are not greater in number or size than the existing flag pole and that any change in flag pole location is approved in writing by the Lessor. Lessee shall submit to Lessor a proposal for any such replacement flag pole and any supplemental materiials for Lessor's evaluation. 9. Maintenance. a. Lessee shall, at its own expense, maintain the Leased Premises and any equipment on or attached to the Leased Premises in a safe condition, in good repair and in a manner suitable to Lessor. b. Lessee shall have sole responsibility for the maintenance, repair, and security of its equipment, personal property, and flag pole of the Cell Tower 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 Leased 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. 10. Premises Access. a. Lessee shall have 24-hour/7-day access to the Leased Premises in order to install, operate and maintain its Cell Tower Facility. b. Lessor shall keep the street access to the Leased Premises reasonably clear of snow and ice as soon as is piracticable after each snowfall. 11. Utilities. Unless the Leased Premises is immediately adjacent to public right-of- ways for ingress, egress, and utilities, Lessor hereby grants to Lessee following Easement Parcels appurtenant to the Leased Premises shown on Exhibit C. 021208ba1 4 Lessee shall, at its expense, separately meter charges for the consumption of electricity and other utilities associated with its use of the Leased Premises and shall timely pay all costs associated therewith. 12. RF Interference. a. Non-interference by Lessee. The Cell Tower 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 i:he Leased Premises listed on Exhibit D attached hereto, which Lessor hereby warrants to Lessee is an accurate listing of the frequencies, orientation, placement, heigiht, location, and description of all existing flag pole(s), transmitters, receivers, or other radio or electronic transmitting or receiving equipment located on the Leased 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 achievE:d. b. Non-interference b~.essor. 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 Leased Premises or changes in its use. Except for the Protected Users, Lessor, and its successors and Assignee, shall not use, allow or permit the Leased Premises to be used) in any manner which will materially impair the use of the Cell Tower Facility hereafter Esrected or located upon the Leased Premises by Lessee or allow any use in any way as shall cause any destructive or conflicting interference with the radio, telephone, or comnnunication signals to and from the facilities or equipment of Lessee. If any harmful RFC interference shall result from any such transmitters, equipment, flag pole(s), or dlishes permitted on the Leased Premises by Lessor, other than the Protected Users, t~o the facilities or equipment of Lessee installed on the Leased Premises, then Lessor shall immediately cause such transmitter, equipment, flag pole 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 20 herein. 13. 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. 14. 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. Sucre grace period shall automatically be extended for an additional thirty (30) days, provided Lessee makes a good faith showing that efforts toward a cure are continuing. 021208ba1 5 15. 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 expenses, the sums or expenses so paid by Lessor, with all interest, costs, and damages, shall bye 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 Leased 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 to 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 Cell Tower Facility in accordance with Section 4(c) hereof and pay Lessor Additional Rent in the amount of fifty percenl: (50%) of the annual rent for the year in which such termination occurs. Re-entry and taking of possession of the Leased Premises by Lessor shall be construed ass an election on Lessor's part to terminate this Lease. If termination occurs for any reason during the twentieth year of the term, or during either of the two optional five-year extensions of the term, the amount of the Additional Rent due upon termination shall bf; zero. 16. Performance Bond. To secure the timely performance by Lessee of all terms, covenants and conditions of ithis Lease, Lessee shall provide Lessor with a performance bond in an amount not less than ten thousand dollars ($10,000) and in a form mutually satisfactory to the parties. 17. 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 receives all necessary local, state, and federal governmental approvals and permits relating to Lessee's intended use of the Leased Premises; Lessor agrees to cooperate v~rith Lessee in obtaining all such approvals and permits; b. Lessee's technical reports must establish to Lessee's exclusive satisfaction that the Leased Premises are capable of being suitably engineered to accomplish Lessee's intended use of the Leased Premises; and c. Lessee's title insurer must determine that Lessor owns good and clear marketable title to the land underlying the Leased Premises, and that such title is free 021208ba1 6 from encumbrances and restrictions which would interfere with Lessee's intended use of the Leased Premises or would impair Lessee's ability to pledge the leasehold estate as collateral to secure debt financing. 18. 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. 19. 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 and paying Lessor an amount equal to fifty percent (50%) of the annual rent for the year in which such termination occurs as Additional Rent. Upon such termination, Lessee shall remove the Cell Tower Facility in accordance with Section 4(c) herein. 20. Alteration, Damage or Destruction. If the property 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 Cell Tower Facility, Lessee may elect to terminate this Lease, without paying Additional Rent to Lessor, upon thirty (30) days written notice to Lessor. In such event, Lessee shall remove the Cell Tower Facility from the Leased Premises in accordance with Section 4(c), less any alteration, damage or destruction hindering effective use of thc~ property. This Lease and Lessee's obligations hereunder shall terminate upon Lessee's fulfillment of Section 4(c), at which time Lessee shall be entitled to reimbursement of any prepaid rent. 21. 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 Leased Premises is taken by eminent domain, either party shall have the right to terminate this Lease as of said date of title transfer, by giving thiri:y (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 thie Leased 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 darnage to Lessee's business and any costs or expenses incurred by Lessee in moving/removing its equipment building, personal property, flag pole, connecting cables, appurtenances, and other leasehold improvements. 22. Mutual lndemnificatiori. a. Lessee's Indemnification. Lessee agrees to hold Lessor, its officers and employees, harmless, indemnify them, and, at Lessor's option, defend them from and against all liability, damages, losses, costs, causes of action, charges and expenses, 021208ba1 7 including reasonable attorney fees, which they may sustain, incur or be liable for arising out of or related to Lessee's use or occupancy of the Leased 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, damage:>, losses, costs, causes of action, charges and expenses, including reasonable attornE~y fees, which Lessee may sustain, incur or be liable for arising out of or related to L.essor's use or occupancy of the property and buildings of which the Leased Premises and the easement parcels are a part. Lessee acknowledges, however, that Lessee may sustain substantial consequential damages if damage to the property or the equipment on the Leased Premises or the access easement parcel occurs or its use is interrupted. Because of these substantial, potential damages, Lessee covenants with Lessor that in no event and/or under no circumstances shall Lessor, or its officers, directors, members, or employees, be liable to Lessee or to any other person or entity for consequential damages relating to or arising out of Lessee's use and/or occupancy of the Leased Premises or the access easement parcel, regardless of whether those consequential damages arise out of, relate to, or are caused by LE~ssor's negligent actions or omissions. 23. Insurance. Lessee shall provide such insurance as is required by the Insurance Schedule attached hereto as Exhibit D. 24. Environmental Warrant. Lessee agrees that it will not use, generate, store or dispose of any Hazardous Allaterial on, under, about or within the Owned Premises in violation of any law or regulation. Lessor represents, warrants and agrees (1) that neither Lessor nor, to Lessor's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material on, under, about or within the Owned Premises in violation of any law or regulation, and (2) that Lessor will not, and will not permit any third party to use, generate, store or dispose of any Hazardous Material on, under, about or within the Owned Premises in violation of any law or regulation. Lessor and Lessee each agree to defend, indemnify and hold harmless the other and the other's partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys' fees and costs) arising from any breach of any representation, warranty or agreement contained in this paragraph. As used in this paragraph, "Hazardous Material" shall mean petroleum or any petroleum product, asbestos, any substance known by the State in which the Owned Premises is located to cause cancer and/or reproductive toxicity, and/or any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. This paragraph shall survive the termination of this Lease. 25. 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 021208ba1 8 (2) times the rents herein specified (prorated on a monthly basis) and shall otherwise be on the conditions herein specified, so far as applicable. 26. Subordination. LesseE~ agrees to subordinate this Lease to any mortgage or trust deed which may hereafter be placed on the Leased Premises, provided such mortgagee or trustee thereunder shall ensure to Lessee the right to possession of the Leased 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 Leased Premises anon-disturbance agreement in form reasonably satisfactory to Lessee. 27. Acceptance of Premises. By taking possession of the Leased Premises, Lessee accepts the Leased Premises in the condition existing as of the Commencement Date. Lessor makes no representation or warranty with respect to the condition of the Leased Premises and Lessor shall snot be liable for any latent or patent defect in the Leased Premises. 28. 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 rriodifications 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. 29. Notices. All notices and correspondence shall be sent to the following: Lessor: City Manager Lessee: Iowa Wireless Services City of Dubuque Attn: Jeff B. Patten 50 W. 13th Street Real Estate Manager Dubuque, IA 5200'1-4845 4135 Urbandale Drive Urbandale, Iowa 50322 30. Assignment of Lease by Lessee. Lessee may not assign, or otherwise transfer all or any part of its interest iri this Lease or in the Leased Premises without the prior written consent of Lessor; provided, however, that Lessee may assign its interest to its parent company, any subsidiary or affiliate of it or its parent company or to any successor-in-interest or entity acquiring fifty-one percent (51 %) or more of its stock or assets, subject to any financing entity's interest, if any, in this Lease as set forth in Paragraph 5 above. Lessor may assign this Lease upon written notice to Lessee, subject to the assignee assuming all of Lessor's obligations herein, including but not limited to, those set forth in Paragraph 5 above. Notwithstanding anything to the contrary contained in this Lease, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its interest in this Lease to any financing entity to 021208ba1 g whom Lessee (i) has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations evidenced by bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 31. Binding Effect. All of t!he 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. 32. 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. 33. Modifications. This Lease may not be modified, except in writing signed by the party against whom such modification is sought to be enforced. 34. Attorney's fees. In arty 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. 35. 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. 36. Property Taxes. a. Lessee shall pay any personal property taxes assessed on, or any portion of such taxes attributable to, the Cell Tower 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 Leased Premises. However, Lessee shall pay, as Additional Rerit, any increase in real property taxes levied against the Leased Premises which is directly attributable to Lessee's use of the Leased 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 Iowa Wireless Services LLC 4135 Urbandale Drive, Urbandale, Iowa 50322, Attention: Real Estate Manager, Jeff B. Patten. All requests must be accompanied by a copy of Lessor's tax bill. Lessee shall comply with requests for contribution by issuing a chE~ck 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. 021208ba1 10 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. 37. 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. 38. 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. c. 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. d. Lessor acknowledges that a Memorandum of Lease in the form annexed hereto as Exhibit E will be recorded by the Lessee in the official records of Dubuque County, Iowa. e. In any case where the approval or consent of one party hereto is required, requested or otherwise to be given under this. Lease, such party shall not unreasonably delay or otherwise withhold its approval or consent. f. All Riders and Exhibits annexed hereto form material parts of this Lease. g. This Lease may be executed in duplicate counterparts, each of which shall be deemed an original. END OF AGREEMENT (Signature Page Follows Next) 021208ba1 11 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 ATTEST: By: Michael C. Van Milligen City Manager By: Lessee: Iowa Wireless Services, LLC By: Name: Michael S. Haskins Title: CEO/COO Jeanne Schneider City Clerk 021208ba1 12 EXHIBIT A LEGAL DESCRIPTION OF THE OWNED PREMISES Lots 32, 33, and 34 of the Subdivision of Lots 676 and 677 in L.H. Langworthy Addition; Lot 5 of the Subdivision of l_ot 674 in L.H. Langworthy Addition; Lot 1 of Lot 2 of the Subdivision of Lots 676 and 677 in L.H. Langworthy Addition; Lot 3 of Lot 3 of the Subdivision of Lots 676 and 677 in L.H. Langworthy Addition; and two (2) unnumbered Lots lying between Lots 67'7 and 678 in L.H. Langworthy Addition, all in the City of Dubuque, Iowa. 021208ba1 13 EXHIBIT B SURVEY 021208ba1 14 z+"a ~ 4~~~Ig ~ E~~ ~ ~ < ~yy M1 ~ ~~° ~i~ F' YG -° ~ p V ~ (y~ ~~~~~~~~ ~S° n~3~~j~~~r. iS IW ~a~q~-~ ~~ 4~R~~~~~~ ~t:~ Y**'WS~~`_-S~R'~}jj ~'~ Yg rat .~ '~ 5Rt ~~~~~ >~fi ~~~y~ ~~~~~5 ~~ ~#s~~~s;~' ~9 ~~ b' •X b ~Sd~u >F ~~ a,:~ ~~~ ~ ~~~ ;~ ~ ~" ~ ~ ~Y ~~yc~~ ~ ~ ~ ~~ ~ ~~~~~z~ ~~ ~~~~r~~ ~ ~ 3 ~ ~ c~a "= ~; ~ ~~~ uo ~ ~~ .___ iJ V iJ ..J d } ..1 jig U. c.1 n iw ~, ~. s' !vMCe..t~n'M 4: tl7 rn M ~~i ~N ~~~ i~ tJ . C2 ~ ~ ~ s :~ N? n .- c o >' m m t7 e.~ `~ f t t.J J ~ c ~ y ~ ~ nT~.._.., T ,JJ j +r'. Y.i S-J W W ~,} i.{III -~ ~;• U r~ ``' Cn ~.. +~ .. T bath n n „~ Y o `' ~~ ~ .(t %ti C y~ ..„~ ~ Vi r JT M. yl~~' .~ rl.Z - a [,~ ' ~ t~ ~ lak J f.J.._i _] ~° J P •J9 J ~.. m 7 `i ~T~ }~' ~.~ F ~4 Q~~ ~ ~ ~ 1 „ems t ~ p^1r;: WaW ' Y ~ Y VS ~~~~ ~ x- ' ~~~~ ~ ~ ~~~~ w Y J EXHIBIT C SITE PLAN 021208ba1 16 ;.~'~ ~;~ ..iJ ~: '."~. ~ ~~~.; ~~i~ r ~' ~ ~ ~ P S~ ~~` 1+~ i ~ ~`~' G e 1{~ ~y> Z"j y~ i'1~ e' 4~ ( ~jj ~~d } ,'~ `I ~ p $I \ ~~ .n.. '~.. 1 ~Y~ 1 ~,5~1. H~ ~r ~c ;~~ c: +z -~~ ~; ~''.:, k' x~ i~ ~S+J~ 1 ~E~~~~ ~KWj~y ~!f y~ a # Y%~ 3v _ ~ ~{+G~~ y6,1 ~, ~~~~ K }„ ~~ ~~ ,, ;7' ~, ~ sY~ r++'f r ~ n , i ~. j. ,e, ~ ~ r `~ ~ y' ^ ~ ri a <, /~,, ` 4t' ~~ ~ gW ~ ~s ~ O 1 ~ al _~ z r-- ~ ~ g ~t G P ~ , Z~ ~ ~ ~Q * ~ ~ a y .. ~ .; ~ ~ ~ ~~ y~ 11 ~ "~P ~ p ~ ~ i ~, ° ~ ~ ~..___._ ~ i ~ .w ~ ~r r co Y n K m ~I '- K ~~ r ,r }' ~`~ ~ '' z r~y~ v S ~~ ~ * !h ~ ,~ ~ ~~ ~ ~ - , ~«, ~, ~, ~ _ , ~ n - " `ti ~ ` .~ l J _ , _ s~. ~+ EXHIBIT D INSURANCE SCHEDULE 021208ba1 18 tNSUt~ANCE SCNEDUL~ A tN~tJRANCI>M RE~QUtRMENT$ FflR TENAIVT9 AND LE83EES OF GtTY #~RQPERTY OR VENt~QRS (SUPPLIERS, SERVI'GE PROVt~ERSy TO THE CITY OF DUBUQUE Atl pt~lic~es vt insurance required hereunder shaA be with an insurer authc~rraerJ to cIc bUSiness in Iowa Att insurers shalt have a rating of A car beer err the current A M Best Ftatirig Guide 2. Ail Certificale~ Ott Insurance required hereunder shall pri~vide ~ thirty t3Q} d8y n~slcce Qf canc~etlation tr3 the City caf C7ubuque. except tcrr a ten 21 tl} c4ay nt~tice far ratrr?• payment, c~lncellatEcrn is prior to the expiratirsn date. 3. ,shall ttrrrnsh a signed Gertifcate cat Insurance tc ttre Cr'ty of t?c~G~uqu~. Mown tvr the GCivi~rage requ+red in F"a,agrapt- ti b+etc~rv Such certrf~ates shalt i,nClude ~~- cat the loilowing ppticy endtsrsernents: a) Corrxmercial Geni~ral Liability pc~t~~y +s primary and nt7n-contrit7utrng by CQmn~erci Geni.raM Liability add,t~onal insured eridc~rsem~rrt c} Governrriental Imrrtunity ndorser~ents ~. Each certificate sttatl t sutxrtrttsnd try Che ccsntracting department at the City tit Clubcrgcre S. Far~ure tt? pruv~aci~ mis~~rtttirrt ceiverage shad riot ~ deemed a wai~rer et these :requirements b~ir the ~~rty oI qubuque Failure tta nbtairi ar maintain the required insurance shall be c~~nsrtlered a material breach of this agreement. ~^. _ shall be required to carry the following miriimum coverageJlmifis cr grc,ater it required by Paw or othQr legal agreement° a~ CC}Nf~iIERCIAL GENERAL LIABILITY General Aggregate Limit S2,t~Q,t'3~t1 Products-Cample~ted C3peratians Aggregate Limit ~t,rJQQ,tfl Personal and Adverlisirig lntury Limit ~~.tl~.~~n Each +Dccurrenr~ Limit ~t I~0€3,0(~~ Fine E~amage Limit fariy cis ciceurrenc~} ~ 5(?,t1fl~ Medical Payrr~nt,a S ~.{?IJ~ This courage sha11 be wntte~n cxn air turrr~nce, not a c~a~ms made form Forrrt CG 25 G4 03 97 `t7esign~ited Location ~sy General Aggregate L~ni,t" shall be ii~icluded. AtP deviations cr exc~s,ons #rom the standard ISt~ L>e~tmercial general li.abiEity tt-rm Giw.a £}CEC~'~, i~r 8'JSines~5 Uv+~rs farm BP t}fl42: shaft tie Glerarty identilied 1 of 2 January 2ESa6 021208ba1 19 INSURANCE SCHE©ULE A (Continued} INSURANCE REC3UIFtEMENTS FC?R TENANTS AN[~ LESSEES t}F CITY PRCiPERTY OR VENOC3RS (SUPPLIERS, SERVICE PROVIDERS) Tt71"ME CITY OF C'~UBUQt.IE Goverrtrnental Irnrnrart~~ty Endersernent idenkicaal or equivalent to torrn a:ClaCkted Additional insured Re~~uirernent: The City of ©ubuq+.~~, including a#I its ~slected and appvinteti officials, ali iks er„pioyees and volunteers, ali its beards, commissions andler autharit~es and their board members, employees and volunkeers shad be named as an addit~onai insured parr General ~.wabiiity Prakic~~s using ISM endarserre~;nt CG ~~ 2'6 p7t~€ "'Additic~r~~~l Insured - fJes~gnated Person ar C?rgan~zatEC~n," ar ~t s equtv~kent. - S+se pectr7en b~ V'It~I~KERS' CQI~IP'ENSATION ~ E#NPLOYER3 L#AB#LITY Statutory ft~r Coverage A Employers Ciabifity~ Each Accrd~*nt ~1f3Q,fl~ Each ~mPtoyieet - U~sease S1Ufl.Ct€30 Policy ~,imrt - C~isease $~0{~.kt c~ UMBRELLA EXGE"SS L#At8#i~,l3Y LI~UpR t)R I'~RAIV15Ht~P LIABfi~kTY Coverage to be dBfermar~d en a Case by Case ta85R5 bar (~ snanc~e ~~rE!vCtpr C~np#ettwt Ch+~kl#°at Certifaoat!e of uabNli~r tnsurant~e (2 pages] C~esignated Location(s) ~ener~m# Aggregate t.rimrc CG ~ C14 U3 97 12 pagesa Ac~i~ional insured 2fl 213 Cl7 t}~t +vernrrtertitat irnmur±Ertiers Endorsement 2 of 2 January 20C1$ 021208bai 20 AGORA CERTI~iCAYE 4F ~IABILiTY INSURANCE ^_ ` `"`~"~""", _ IZ;`~ 33?07 arwtayuc@w (963J 123-456? ~ ca<x (5$31 98'T-6583 TM1S CEATfF1CATE RS ;} ASS A W-TTE~t of IHfOR1tAT10N ONLY ANO CONFERS NO Rit,~lT3 4Pd1!! THE `'ERTTf€CJtT& InauTwnco n4+n~Y NCYLOER, fiHiS CERTIF~ATE D4TE:5 NIOT A11END, EXTEND OFt Sti:^~ult Jlr~cit'eae ALTER TF~ C01oERAC3E AFFpQpLt? T lC~s BElOAN. 'C1 tY 3T 8iF ~:~3+~ _. ..... MNSURERS AFf(~DtHG c4`Id€RA;CiE NASD s ._ -_--___w....,.-._...~,~,,.~,..w._ .... .. .....M.... _ .__ _.. ....--"----_ - ik6t1~~` ~N ir,ar u A lnaurance Co Sx _. __~a._Y__ _.. {rCYl~iF1y' iN'r:aE n 9 ~Y cwrs~" a l:l~l ~. E <<[ E'itt .Alt ~T.1 E.iSr~ I NJ UF~+" 7 ax i~N'yL1c3£$tYF'#~AL'lJaGE USTf(7 t~lr°3-.'r~+~clx~>^p 8!~EM !3.rtt; rci 'r~E ~'~~ tiAas_C•~t8t5:F FOH Y@1E F'~.ti NF W~-~U ;fYpICATFp NOTV~ti~iSTAN[fIMG kNY PEQUtRE>SUEtiT T'EPdff'{~RR L~""FIDt73C31 O~ AAty ~CtNTMk/IaCi t?R gTMER :fi.~ti Nt r.' vy^ r.i R£SFEG i EO'1rHIt:H iTwiS C' C tE'1FICATp M14T Hb I;+k=t;F It OR kL1lY f£R7AIN. 1KE Mtk&4ftAfiYw€. A,fFt~+2DED Ef TM£ P:~p}Ea ~!£S~Stl~~ eT[f1{. 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ApUftG ~Y t/KMTYf.~C11EN I rEPE1I;lAL VROY1SiQN5 7rity aC 7uur.in,e 3s ttst~ed sa sw sdAiTi:onai xessvrsxs mn gwa•raS lisbtl tray Baal uass vExnq 1sQ wndor<seasnt: fawn ~ 2426 47@6 "Add. ttcna-. Zns+rrW-SJws.5i0atad BMS Saga a: 4zt}aa~x sakivn' yr xte sgaa:vml,maat. O+nwcml 9.1 wk-,xYx.Gy p~slxcy za pr.r.sazy rwm-eromtsxt_-_ug. Tbsa L•G FS4s 4T%'X °Ca-r3Qnm tsd Lacatianm" gsnoral ltaiai l3 t.y mrygx~,pmco 9smxr Is e.nclv~w7 rKavrmx T+ls9rr tX2 3 #17!12 [~Timi ~'=G~ki srsmRW 3# SFAS@Vutiil L:3 t'~P Oi' DUa13F1{('t10 SO ~@+sst 13th StTYeit I7ubu+~ila, IA 52001 AGORtb ZS (2C~p91O~8} CN8O23aclne~a~ A1AS swOUxb ANt C7r t1rT iEWE O@9GS7M@.13 WkICI@N 6C CiwC@E6@b MSN`C1WE TrIE E{PNAJxa7p3 W#£ MEw[Of, TN@ Is3Mld INwUN@w ri1L1. Ewoenvaw TO WAR. 3~1,...., aAyfs 7#AI TTERt ND'x1C[ Tq taN t lwfIA3CAT@ ++exaes NIU17ER7 T13 THE L@fT, w3JT tAq, 13T fl6S b0 SWlCk MNKkiE NO OmF.K3A TM:AY f7R A,IAdgt/#'~' Oi AMY IfINO UPON TalE F@3 4l@~lix %M i~~,~` ;11~t'hNt lj.. •UT+YGRREV ~k~rFAMI~7rM[ ir'1A' Atcnu+~K 5u.xux. tx. >Y,.W !s• 1.: t^ A AC(71'7:0 Ctiit'pORATgN 9 nur,aa 021208ba1 21 l~i[F~}€~fi ANT r7 me nertA+c ttiataer rs a}n ,Aat7rrt€3trtai_ tNSUt~Ef7. the tr~<r,r~et must tNr e*-x~rssd ,4 staaerraent ar* 'hs Gsrtitca;r does Hat ctxrfr`r r,{~ats to the cer3}firate Harder m IMeu ut surh erx3~wser*rprtit#s} #t t<+U~RC9~sf4T3QW iS YdABVEt~, st~x{ect to the ta'rrns m^~! Uoodi{roes t~=' trsr* tYati~~ cr~rta~~r r;~trues may r~r~rr2 an ~rKlorilSmarrt, A Sc~ternlant an this certaticate aces rrrJt cants-~ r,yltts tca t*se c:txttrficatr hce~ in Paeu o7 suuh arbaraerereint(st aISGLAtM£R Ttse CeRrficede of (rtsure on {{~e reverse sid~+ of rhea town sloes Hal corastiterte a contract between the isstrng ir~sura~r~a), aaRhorued representative or producer, end thtr rtltiGdte holrt~r nDr cioea st aKirrnahvely or negakiveiy rxmend. extend or after the covesa~+e atdordart try the tacyl:cies ~nairasi thert~n ~ Z6 INt&D25tn:oe; tae Ati~ mar.: ~ 021208ba1 22 P~f.H~Y fV'Uh1f.3~f~ Ct3fNMERCtd.~, GEr"tEf~.ltl. UABtLItY c~ ~s ar as ~~ T!#IS ENCit}RSE~dCEhl1~ CHAl+IGESr THE P't~~,.iCY, P'L~AS READ 4T ~AREFULIY. ~~~~~~,~TE~ L~'~~T~~~~~ GEIV~'~L 1~GREGA~~ LIMIT t r~s knd€rrsgrri~>rt rrseflaC~es bns~ur~errce grovsded s~rrtier the falla~.vzn~ ~f_lPr~~,4Et2i",tAl„ C~Ff~tERAt~ l„I~tBELITY CO~fERAt3E FAFCT 5C41t~D11L$ C}+tsi~nut~r~1 E.caatsUon~a}r 4tf rLI~ er+;ry ~p~r~urs~ <~t~rrvcr ~ rlcr ~rat~~r^ r~q~r,r~d 4ta ::0^9i5r~`Y 't ,-, r.rar>ze~~~~e~na s~~~ ta.~ 5'°~ t"~ G'erwa~a`.xtst~5 85 917: u:.,1~h1f~ tC1 tit~S. C°~'~U::~t!:~~yYer f } 1-.. Fs;r r~ti s~.~rsys a.t?t~h thw Fra~une'd cusre> leg~'?y CRt3(~2it8~:; ;~ {'gay as ~:na~s _aissA~~ t.,. 'C~c~:t- +serr+~1~8' 4xt~C~t C6~.~rr`iAf_i~ A i s>~~ C'i'tid tp, ail*+~ +~a tf18•••~~CSi FDx~4y'2SN5 :,~'T.S@t3 by 3CGC(jR3r'AL;a ~fer ~~'Ef2AvE C t~~Ct(t'h i), wr,Ch C~ CAB asttr~tsuir~; ~r:a~ ~o c;t~era; ~r~s ~t 3 s,r~r~7e ~esif}- ne+ttrd °lra9tx5°t' Sh,,ti~ rn t'•P `~,^hC~ic318 ~f~[7`u~e" t_ A seFarse~r C~cs~~rra~tc+s1 ir_,eat,:xa Gen~rat A~~re~,3y.Ft L~r*}Rt ap~ec~ v aa~'r designated 'k~cat~r~n"_ +~nd thast t'rn,t ~s equal t~U tfre ~mr~ur~t cP the C"sene":at fe~I~n='93t@ ~.=rti#[ 2, The Gsr: i,~rkrt~rr~ Luc<tbusr C~ar~~rat xtc~yr~gaLts t„irrsit is t*rc m;,s h~sr vr,ll ~aV f'ar tpsc~ ~urri of aIt ~ida7i~sa~, ~r1slr:r t,Q',~t~~k~;;~ J~, ex~e~t darn- t'Y~~S brr_d4f± r7t "kn:7<1 il~p =t1(lir r" ur 't~rr.~~~rFy~ damacr," tr1CIuClt?Cf fn tt~~ '~rc~ltrcts-Carrtptetett ap~;~~tx~n~ htt ~ «rrti"_ a~~ fir rnedic~31 sxtx~n~es undrrr G~VCF2r4t~~; C rt:~ai~diess ©t tyre num- b+~t at ~, lns~urs~;; b, ~,r~irn:, rsr.rde a+r "~.~ri~. ;~ ~ .,o©tt2, or ~, Fairsan~ r~r pr^~ tna; ~b~ .° ; -r~tkartr~ _it~.rs nr t}t~'?ai"1;~ 'SU-tg 3, 4^ ~ a~~ * ~rlt; !n~.e a^~% ,"'t~\/ERe,t.rE At~a d:~tt'~:~~.. ,e ..,rEFi~.~~~ ~ f,"rTt1..:=1i a%(~@"i85 S. hFS ~7 't u.,.e r '"',r' v.t'•5! ^3'r.,~ ? ±'-Cc3• 42i.~C1 vkfset ~? ~..;,',i'Eh. ,;'•. ..''~;~t f~, :t'et :':~~:~.- ft*citE~ `1~14'J'.'4i' v~it_i ~ ~y".{+f~`S filt~t: ~a .. G°::v~',"a"~-~tC"a~r~' ity~;r.t,~B;F ., ' S" ~:S't5'[rE~.. GG ~.~ ~ ~.~ ~7 ~rcr ,~.+~~: d'i :~'ts ,,.;t sr3~tit tt^Q'~ *g+;~cGe? ~rt~ ~thr, Cre~~,r,;ztr,~f t r,ca!:-:n Ger~eret Aggr~- y:.it~, Lir'a'. t:it ,~n~~ ;;-that ~ti§5KJ rM~t~t~ "t~t~4ri' atrCw~ i~~ tti*) ~S„"r+YC~l~e alyOVtl +t. 711tti eT'uf; ,h~wCS n the t7ecl~r~tror`S fo'r E2Ch ~c~:rr~r~nrr . F.rn C~ama~e ;r~F h~tedrt:~t ~z• nEn4e ~ ~^>.i=~r ~ t_~ ~~F-~;~ 11~~wt§v~r, itzSTfiaed Cif ;~t~inrt ,Gjar: Its the (~~nr>ta' A~~rerg~te LIrfilid shcraurr ~n tf'~~ ~a~+t~l:araticrri ,, suctr tirni~ smolt be subf~ct t~ tr„ . rtr~t~l,c,+bltr ~~;r.igrtated Lcrc~G~n ~• Far alp sum~~ wli: !~ tl"r+t irT~~a~~,rl t~~:.or~~~rs E~t~~;ly Obli,_j,rtur~;~3 G3k ~~ J.itilar~c~~: ~_a,;s•-~~ t)y "or.~u?- rencc:;" unrlut ~~~Irt'i!'~C`i~ A ;~~Ttt~"W tp, rdrvt~ tsar ail ~rr~c~~~cal pxp~*~~.c ~,a,,~,~~' ~y ac~.r=e~~nt~ ~nde~ t""~l~.rr: R~kCaE ~ ~ t 71C~N ti. .^rt~r; "~ rR~r~- rtp; pt> Altn`,..te,~ vi;~,~ t ;park;:~~y ~t a Srr~~ desrg,~atr~ 'Ax , :; ~,I ~,~~ n t~ ~~~~,~~le above 1. ~+.*?}';a~~' r: ~ .,;;r, ~ ::fig ."°.vR~,G+~ QS~t e~,,e ~.r~5 ~.~.~~ '~;.n;r•„ • e s^ ~~~t a~a,-arJte y r' -.. `tyt~~y ~J~ei.~t'f+...T !'S:(y~`~j~C~ ~ ~~h t~ ~ ~ ", de ti SI`rl , t `: fc'Cls 1 °x, ~Y ~@3ix~- Papa 1 of 021208ba1 23 CG~S~0397 ~`~~'~.. J'1.19-C-x3 ;;,~le~ 'nG~r3iv ,~ s ~. ~st?- x:~t a~'Y a~~~« r i,r ~~aR ~~r-; F rc: 3u>~ ~f "btai~riy ,rtjur~e c,' "p .,t~Eyr~yr d~rna~~ m<<i;r1~~1 ~n Rhe '~tCM9UGC5-~tytr~pleted op~rtati~ns fue~~rd" wi11 rcxiiaac~ the K"rocb~ucl:-C:~rrfpl~te~ ~~r~~n~lh~^~s X4- ~~~~~~ 1~m~4, and nrai reduce tr~~~ Ciar~)#~ra- ~~. gr~a;~ L+~t rx)r t#sc L~segneae~+ : ;:~~~i an Gen,.. eras r1~1:.r`.B Ltss€t Cl. ~"~- "^+~ q~,;> uses o~ trim +~~ct~r~erne~n: the D~~r- ~tl~i~ins ~erCr~n f5 ~,rr~c~t~~ud ~~y tfite .)~fr#i:xgr) ;~f ttre tgNtrwm~ dFt~.;}~t~pn i @[~i! f ); 5~ .-fir ~SrR411 441 :;Sa f_vfRr~'CbC~t1 I$ ante -ustt n°;~ try a str~~t ra~v;~.°a~~ ws't~r'W~y ~r r~gh1-of w~~y r;C ~ r;~i~ro~d. E l ht~ prc~vi~it~n° .:,f ~irt2its ><3f 3i)~~i~r~inc~~ tS~CTtQItiJ Ifl+ n~~ Clta~srha~~:~, r~r.if~~,~ w~ '~ a~{~crrr~rta~ Gc~~~grright ifs°;ar~r~ 5ie~ G~)~. tnc . ~'~ ~~. 021208ba1 24 NI.iGY NLitut>~~Ft: CC?MM~FtCiAL C3EF1Ei2~4L ~1ABlfl't'Y t:G 2a ZB 07 04 1`WIS 1=Nt)s~RSEtVtEN'C CHANGES THE l~!(71_i~Y. PLEASE REAt3 tT GAREFUL~.Y. A`3C~-fi1C'}NA~. INSURED -- ~ESIt;~VAT~a P~RSt~N ~~ ~}FtGAN~A7~t7N ~"tsas afiGar~er-t~~t m xliftt° . ~~SUr:~n~e ~+ovid~~ under ih~ (olan~.v;rtrl C{3hAtvEf~CIAI` CiEN~RAI (_{r~,ftLi7'>r~{)`W'Ef~i~.4.+E F'.F~F37 SCNEC-I-t.E Nsmrt Ot A,ddltlanaN Insured The City t3f ©ubuqu€~, int;luding all its sleeted and appe~mted otfeei~ils, all ifs employees and volunfeers, all its bvartts, calaimissit~r~s antidc~r SUthorities and their trt~ard members, er~p~y~ees anti vt~lur~teer5 _.~, :rec ts~ -~~tiw. ~ lrrg :_ rCu.~ r r _~ st c,•:r- ~~ ,r_ ~' [ae sC?c~o~v;t;r~ they ^~sletidN(Y It - Whc~ !s Art I~taurad is ,~rYt~r^~tDe~~i 1~ ,r,- ~fudu ~a an adci;trc~ri~l ur,rured She Persc~nfs) rar cr~- g8ftii'Y~itbf~{S~ SP1~1R~n ka't its .~7, {;rlfd(fUl~^, phut arYly~ ~at}h re~pact tc~ pia 5ilityr far "bdck~ly -nfury". "pro~c~rw r,,r~,- sg~" a~ "taars~r~al aid ~dv~~Sts~,~U rr,~U^r" ~.:-,• -_ w~rttcsla ar in dart b}~ y'r~ act: ~~ r~ rr~ ss~ ,. s ~ ~ ~• xets d+n,ssiar+s -~; Cr3~se pct n~ €~n y~<_,~ ~h z<< ~, ~~ (f«: ~~~Uiffr~^a„r; of C,Pt' t?a }~r"9i~"1~ QQzfd`~~l~c. 5.tf B. I~ CrrrEreca+~i~ Mnttr year rJ~'erpi5es aw~i~<' ~y ~'t~ ~rattt~d ~ yt}u. All terms ~nr! canditiwr-s vt this pcsEi~y appty un~ss rsna+ditaad try ttor~ an~Nc-rssrnent. CIG 2+0 !BT 04 ina;iu~9~~ ~;itt~rri~hCea1 mc2tt3r: try w~f ir~~uran~..x~ ~~rv ~ +,~a ~c~. Irr~ virih t1~~~m,~.~~ ,~: f'a~it t a31 1 z'~ I~r~.) f'mp~nres, I,e , a?tY7 021208ba1 25 CITY CtF QUBUQUE, Mf.7WA GOYERNIIIAENTAl. IMMUMfTfES ENOC)RSENfENT f~ionwaiver of Government I Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including. of the City of Dubuque, Iowa as an Additional Insured does not waive any ofi the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. ~. Claims Coverage. The insurance carrier further agrees that this policy of insurance shah cover only those claims not subject to the defense of governmental immunity under the Code of laws Section 6704 as it now exists and as ~t may be arrrended from time to untie. Those claims not subtect to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy 3. Assertion of Government Immunity. Tltie City of Dubuque, Iowa shall be responsible for asserting any de#ense of governmental immunity, and may do so at any time and shall do so upon the tim+aly writken rectuest of the insurance carrier. 4. l~1on-denial c+f Coverage. The rnsurance Carr:er shall not deny eoverac~e under this policy and the insurance carrier shall net deny any csf the rights and benefiCs accruing to the City of Dubuque, Iowa under this policy far reasons csf governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s~ of governmental immunity asserted by the City of Dubuque. foots. No CDther Change in Polick. The above pres+~rvation of governmental irnrnunities shall not atheryvse change or alter the coverage available under the policy SPECIMEN 021208ba1 26 EXHIBIT E MEMORANDUM OF LEASE 021208ba1 27 Prepared by: Barry A. ~indahl, Esq. 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 Return Document to: Barry A. Lindahl, Esq. 300 Main Street Suite 330 Dubuque IA 52001 563 583-4113 MEMORANDUM OF LEASE This Memorandum of Lease is entered into this day of , 2008, by and between the City of Dubuque, Iowa, a Municipal Corporation, created and existing under the laws of the State of Iowa, with an office at 50 West 13th Street, Dubuque, Iowa 52001-4845, (hereinafter referred to as "Lessor") and Iowa Wireless Services, LLC, an Iowa Corporation with an office at 4135 NW Urbandale Drive, Urbandale, Iowa 50322 (hereinafter referred to as "Lessee"). 1. Lessor and Leasee entered into the Madison Park Ground Space Lease ("Lease") on the day of , 2008, for the purpose of installing, operating and maintaining a radio communications facility and other improvements. All of the foregoing is set forth in the Lease. 2. The term of the Lease is for five (5) years commencing on 2008, ("Commencement Date"), and terminating on the fifth (5t) Anniversary of the Commencement Date with five (5) successive five (5) year options to renew. 3. The Land which is the subject of the Lease is described in Exhibit A annexed hereto. The portion of the Land being leased to Lessee (the "Premises") is described in Exhibits A and B annexed hereto. 021208ba1 28 ACKNOWLEDGMENTS STATE OF IOWA ) )ss: COUNTY OF DUBUQUE ) On this day of , 2008, before me a Notary Public in and for the State of Iowa, personally appeared'Michael C. Van Milligen and Jeanne 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 instrument 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. Given under my hand and seal this day of , 2008. Notary Public My commission expires: STATE OF COUNTY OF )ss: On this day of 2008, before me, a Notary Public personally appeared Michael S. Haskins, to me personally known, who being by me duly sworn, did say that he is the CEO/COO of Iowa Wireless Services, LLC, a Delaware limited liability company, executing the foregoing instrument, that no seal has been procured by the corporation; that the instrument was signed on behalf of the corporation as by the authority of the Corporation's Board of Directors; and that as such officer acknowledged execution of the instrument to be the voluntary act and deed of the corporation and limited partnership by it and by them voluntarily executed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public My commission expires: EXHIBIT F RENT SCHEDULE M L AT+ii~1U+iRt. 1 $ 1,300.t~0 ~ t 5,6flf1efl0 - 4 ~ 1,~~~.ao ~ ,~ Foa ~ s ~ ~ ,,oo~ ~ 1 ~ s~_oo S ~,t.ao ~ ~~ ~:~ ~ 1,49 a7 ~ , ~,sao 00 7 _ W 1,495.t'~) $ t 7,940.C-i1 s ~ ~ ,495.0 $ ~ 7.s4~.r~a ~ $ ? ,49500 $ i ~.94(}.tfC} . f8 $ ~ ~95.t~E} ~ t7,9~l.QG S S '[~7,D.00; 11 ~ 1,7 t 9.25 $ 20,531.00 12 $ 1, 719.25 $ 20,631.00 13 $ 1,.71925 ~ 20,031,00 4A g #,719.25 ~ 20,631.00 `l3 S 1,71925 $ 2~:8'~~',44 ~~3,1.'56.00 2?~ $~S.Q4 E 5 1.977.1a ~ 23,725 v5 ~ 7 ~ 1,977x14 ~ 23,725.65 15 ~ 1,~?77'.14 $ 23,7?5 65 19 S 1,77 ld _ $ 23.725 ti5 ~ ~ 1,977.i~4 S 23,"x25:65 S il~t:~5 , 2 t ~ 2,273.71 $ ?7.2£34.50 22 $ 2,273.7t $ 27,284.50 23 $ 2,273.71 .... $ 27,2"$4 50 24 ~S 2,273.71 $ 27,24.50 $ 2,273.71 ~ 27 84,x0 S i '' ~. .~r !~ ,74 ?a 2,614.76 5- 31,37717 27 $ 2,614.76 _ ~ 31,377 17 28 $ 2,614.76 ~, 31,37717 29 5 2.61 ~ 76 $ 31,377.' 7 ~._ S 2.614.76 ~ : .31,$77.17 '~ ~6 _, _ .. - - ~ 6B:t, 791.