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Contract 2265
2265 SITE NAME: Columbia heights W7~ -Stinson Blvd & h~anhoe YI SITE NliMBF.R: MN-MSP0125 COMMUNICATION SITE LEASE AGREEMENT (WATER TANK) ~" HIS COMMUNICATION SITE LEASE AGREEMENT ("Agreement") dated and is effective as of ~, 01.0, is between Clear Wireless LLC, a Nevada limited liability company, with an address at 4400 Carillon Pt, Kirkland, WA 98033 ("Clearwire" or "Tenant") and the City of Columbia Heights, a Minnesota Municipal Corporation ("Owner" or "Landlord"} with an address at 590 40th Ave NE Columbia Heights, MN 55421. For good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Premises. Owner owns a parcel of land ("Land") and a water tank ("Water Tank") located in the City of Columbia Heights, County of Anoka, State of Minnesota, commonly known as 4700 Stinson Boulevard, Columbia Heights, MN 55421 (APN: 25-30-24-44-0102). The Water Tank and the Land are collectively referred to herein as the "Property." The Land is more particularly described in Exhibit A annexed hereto. Subject to the provisions of Paragraph 2 below ("Effective Date/Due Diligence Period"), Owner hereby leases to Clearwire and Clearwire leases from Owner approximately (1 Oft X loft) 100 square feet of Land and space adjacent to and/or on the Water Tank and all access and utility easements necessary or desirable therefore (collectively, "Premises") as maybe described generally in Exhibit B attached hereto. 2. .Effective Date/Due Diligence Period...... This Agreement shall. be effective on "February_1,2010''}. Beginning on the Effective Date and continuing until the Term Commencement Date as defined in Paragraph 4 below ("Due Diligence Period"), Ciearwire shall only be permitted to enter the Property for the limited purpose of making appropriate engineering and boundary surveys, inspections, and other reasonably necessary investigations and signal, topographical, geotechnical, structural and environmental tests (collectively, "Investigations and Tests") that Clearwire may deem necessary or desirable to determine the physical condition, feasibility and suitability of the Premises. In the event that Clearwire determines, during the Due Diligence Period, that the Premises are not appropriate for Clearwire's intended use, or if for any other reason, or no reason, Clearwire decides not to commence its tenancy of the Premises, then Clearwire shall have the right to terminate this Agreement without penalty upon written notice to Owner at any time during the Due Diligence Period and prior to the Term Commencement Date. Owner and. Clearwire expressly acknowledge and agree that Clearwire's access to the Property during this Due Diligence Period shall be solely for the limited purpose of performing the Investigations and Tests, and drat Clearwire shall not be considered an owner or aperator of any portion of the Property, and shall have no awnership or control of any portion of the Property (except as expressly provided. in this Paragraph 2), prior to the Term Commencement Bate. 3. Use. 3.1 User Priority. Tenant agrees that the following priorities of use in decending order shall apply in the event of cammunications interference or other conflict while this Lease is in effect. and Tenant's use shall subordinate accordingly: a. Landlord; b. Public Safety agencies, including law enforcement, fire, and ambulance, that are not part of the Landlord; c. Other governmental agencies where use in not related to public safety; and d. Government regulated entities whose antennae offer a service to the general public for a fee, in a manner similar to a public utility, such as cellular, not including radio or television. 3.2 The Premises may be used by Tenant for any lawful activity in connection with the provisions of wireless communications services, including without limitation, the transmission and the reception of radio communication signals and the construction, maintenance and operation of related communications facilities. Landlord agrees, at no expense to Landlord, to cooperate with Tenant, in making application for and obtaining all licenses, permits and any and all other necessary approvals that may be required for Tenant's intended use of the Premises. 3.3 Tenant's facilities shall consist of antennas located at a radiation centerline of 114.9' AGL, along with cables and appurtences connected to an accessory building or cabinet located on the Leased Premises Clearu~ire Communication 7mver Agreement - t - r.5-2'_-06 SITE NAME. Columbia Heights W7 -Stinson Blvd & Ivanhoe PI SITE NUMBER: MN-MSP0125 (Exhibit `B'). Landlord and Tenant shall comply with all applicable ordinances, statutes, and regulations of local, state and federal governmental agencies. 3.4 All modifications to the Leased Premises and all improvements made for Tenant's benefit shall be made at the Tenant's expense and such improvements, including antenna, facilities and equipment, shall be maintained in a good state of repair, at least equal to the standard of maintenance of the Landlord's facilities. If Tenant's Antenna Facilities are mounted on the Water Tank they shall, at all times, be painted, at Tenant's expense, the same color as the Structure. 3.5 Tenant agrees, prior to any installation, to allow all plans and specifications for improvements to be reviewed and approved by the Landlord (or a qualified consultant selected by the Landlord, such approval shall not be unreasonably withheld, delayed or conditioned. Any and all objections to such plans and specifications shall be made in writing within 30 business days of Tenant's submission to Landlord of final plans and specifications. Failure to object in such time will be deemed consent by Landlord of all plans and specifications. 3.6 Tenant shall provide Landlord with as-built drawings of the equipment and improvements installed on the Leased Premises, which show the actual location of all Antenna Facilities. Said drawing shall be accompanied by a complete and detailed inventory of all equipment, personal property, and Antenna Facilities actually placed an the Leased Premises. 3.7 Upon notice from Landlord, Tenant shall promptly (within 30_days}.pay to Landlord all additional Landlord... expenses incurred in maintaining the Leased Premises, including painting or other maintenance of the Water Tank, that are caused by the Tenant's occupancy of the Leased. Premises. 4. Term. The term of this Agreement shall commence upon the date Tenant begins construction of the Tenant Facilities (as deemed in Paragraph 6 below) ar eighteen (18) months following February 1, 2010 , whichever first occurs ("Term Commencement Date"} and shall terminate on the fifth anniversary of the Term Commencement Date ("Term"} unless otherwise terminated as provided herein. Tenant shall. have the right to extend the Term for five (5} successive five (5) year periods ("Renewal Terms") on the same teens and conditions as set forth herein. This Agreement shall automatically be extended for each successive Renewal Term unless Tenant notifies Landlard of its intention eat to renew at least thirty (30) days prior to commencement of the succeeding Renewal Term. 5. Rent: Asrlount/Adiustments. Within fifteen (1S) business days following the Term Commencement Date and on the first day of each month thereafter, Tenant shall pay to Landlard as rent One Thousand Eight Hundred Seventy Five and 00/100 Dollars ($1,875.00) per month ("Rent"}. Rent for any fractional month at the beginning ar at the end of the Term or Renewal Term shall be prorated_ Rent shall be payable to L andlard at 590 40th Avenue NE, Columbia Heights, MN 55421; Attention: City Manager. All of Tenant's monetary obligations set faith in this Agreement are conditioned upon Tenant's receipt of an accurate and executed W-9 Farm from Landlard. Rent for each subsequent year lease shall be increased by three (3) percent of the previous lease year's annualized rent. 6. Tenant Application. Tenant's right to use the Leased Premises is expressly made contingent upon its obtaining all the certificates, permits, zoning and other approvals that may be required by any federal, state or local authority. This shall include an engineering study specified in section 9.2 below on the Structure to be conducted at the Tenant's expense. Landlord shall cooperate with the Tenant in its efforts to obtain and retain such approvals and shall take no action which would adversely affect the status of the Leased Premises with respect to the Tenant's proposed use thereof. 7. Improvements. 6.1 Tenant has the right to construct, maintain, install, repair secure, replace, remove and operate on the Premises radio communications facilities, including but not limited to utility lines, transmission lines, an ice bridge(s), an air conditioned equipment shelter(s), electronic equipment, transmitting and receiving antennas, microwave dishes, antennas and equipment, a power generator and generator pad, and supporting equipment and structures therefore ("Tenant Facilities"). In connection therewith, Tenant has the right to do all work necessary to Clearcvire Communication Tovs~er Agreement - 2 - c.S-ZZ-06 SITE NAME: Columbia Heights W'I" -Stinson Tilvd & h-anhoe Pl SITE NUMBER: MN-MSP01?5 prepare, add, maintain and alter the Premises for Tenant's communications operations and to install utility lines and transmission lines connecting antennas to transmitters and receivers. All of Tenant's construction and installation work shall be performed at Tenant's sole cost and expense and in a good and workmanlike manner. Title to the Tenant Facilities and any equipment placed on the Premises by Tenant shall be held by Tenant or its lenders or assigns and are not fixtures. Tenant has the right to remove the Tenant Facilities at it<s sole expense on or before the expiration or earlier termination of this Agreement, and Tenant shall repair any damage to the Premises caused by such removal. Upon the expiration or earlier termination. of this Agreement, Tenant shall remove the Tenant Facilities from the Property. Access and Utilities. 8.1 Landlord shall provide Tenant, Tenant's employees, agents, contractors, subcontractors and assigns with access to the Premises twenty-four (24) hours a day, seven (7) days a week, as generally described in exhibit B and at no charge to Tenant. Landlord grants to Tenant, and Tenant's agents, employees and contractors, a non-exclusive right and easement for pedestrian and vehicular ingress and egress across the Property, and such right and easement may be described generally in Exhibit B. 8.2 Landlord shall maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow pedestrian and vehicular access at all times under normal weather conditions. Landlord shalt be responsible far maintaining and. repairing such roadways, at its sole expense, except for any damage caused by T'enant's use of such roadways. 8.3 In consideration of the Rent, Landlord shall provide 40 amps of electrical service to Tenant at no charge to Tenant through Landlord owned facilities, if available. Interference 9.1 No Interference. Tenant shall operate the Tenant Facilities in compliance with all Federal Communications Commission ("FCC"} requirements including those prohibiting interference to communications facilities of Landlord or other lessees or licensees of the Property, provided that the installation and operation of any such facilities predate the installation of the Tenant Facilities. Subsequent to the installation of the Tenant Facilities, Landlord will not, and will not permit its lessees or licensees to, install new equipment on or make any alterations to the Property or property contiguous thereto owned or controlled by Landlord, if such modifications are likely to cause interference with Tenant's operations. In the event interference occurs, Landlord agrees to use best efforts to eliminate such. interference in a reasonable time period. Landlord's failure to comply with this paragraph. shall be a material breach of this Agreement. 9.2 Interference Studv. Before attaining a building permit; Tenant. must pay the reasonable cost of (i) a radio frequency interference study carried out by an independent and qualified professional selected by the Landlord showing that Tenant's intended use will not interfere with any existing communications facilities and (ii) and engineering study showing that the Structure is able to to support the Tenant's Antenna Facilities, as defined in this Lease, without prejudice to the City's use of the Structure. If the study finds that there is a potential for interference that cannot be reasonably remedied or for prejudice to the Structure, Landlord may terminate this Lease immediately and refund the initial rent to Tenant. 10. Taxes. Tenant shall pay personal property taxes assessed against the Tenant Facilities and Landlord shall pay when due, all real property taxes and all other taxes, fees and assessments attributable to the Premises or this Agreement. 11. Termination. 11.1 This Agreement may be terminated without further liability on thirty (30) days prior written notice as follows: (i) by either party upon a default of any covenant or term hereof by the other party, which default is not cured within sixty (60) days of receipt of written notice of default, except that this Agreement shall not be terminated if the default cannot reasonably be cured within such sixty (60) day period and the defaulting party has commenced to cure the default within such sixty (60) day period and diligently pursues the cure to completion; provided that the grace period for any monetary default is ten (10) days from receipt of written notice. This Cleinu~ire Cammunicaiiun Tower Acreement - 3 - v.5-2-'-OG SITE NAME: folumbia Heiehts WT -Stinson Blvd & Ivanhoe PI SITE NUMBER: MN-MSPO125 Agreement may be terminated by Tenant without further liability for any reason or for no reason, provided Tenant delivers written notice of termination to Landlord prior to the Commencement Date. 11.2 This Agreement may also be terminated by Tenant without further liability on thirty (30} days prior written notice (i) if Tenant is unable to reasonably obtain or maintain any certificate, license, permit, authority or approval from any governmental authority, thus, restricting Tenant from installing, removing, replacing, maintaining or operating the Tenant Facilities or using the Premises in the manner intended by Tenant; (ii) if Tenant determines that the Premises are not appropriate for its operations for economic, environmental or technological reasons, including without limitation, signal strength, coverage or interference, or (iii) or Tenant otherwise determines, within its sole discretion, that it will be unable to use the Premises for Tenant's intended purpose. 12. Destruction or Condemnation. If the Premises or Tenant Facilities are damaged, destroyed, condemned or transferred in lieu of condemnation, Tenant may elect to terminate this Agreement as of the date of the damage, destruction, condemnation or transfer in lieu of condemnation by giving notice to Landlord no more than forty-five (45} days fallowing the date of such damage, destruction, condemnation ar transfer in lieu of condemnation. If Tenant chooses not to terminate this Agreement, Rent shall be reduced or abated in proportion to the actual reduction or abatement of use of the Premises. 13. Insurance; Subrogation; and Indemnity. 13.1 Tenant shall provide Commercial General Liability Insurance in ar. aggregate amount of One Million and No/ 100 Dollars ($1,000,000.00}. Tenant may satisfy this requirement. by obtaining the appropriate......... endorsement to any master policy of liability insurance Tenant may maintain. The limits of liability for the insurance required by the City of Columbia Heights shall provide coverage for not less than the following amounts, or greater, when required by laws and regulations. Worker's Compensation, etc.,: STATE: STATUTORY APPLICABLE FEDERAL (E.G., LONGSHOREMAN'S} STATUTORY EMPLOYER'S LIABILITY $1,000,006 Comprehensive General Liability: I. Bodily Injury (including completed operatians and products liability}: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate z. Property Damage: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate or a combined single limit o£ $5,000,000 Property Damage Liability Insurance will provide Explosion, Collapse and Underground Coverage's where applicable. Personal Iniurv, with employment exclusion deleted: $1,000,000 Annual Aggregate Comprehensive Automobile Liability: Bodily Injury: $1,000,000 Each Person $1,000,000 Each Occurrence Property Damage: $1,000,000 Each Occurrence or combined single limit of: $1,000,000 Cleanvire Communication Tower Agreement - 4 - s~.j-i'?_pg SITE NAME: C'.olwnhia Neiehts WT -Stinson I31vd & Ivanhoe Pl S[TE NCIMF3rR: MN-MSP01?5 a. Additional Insured -Certificate of Insurance. Tenant shall provide, prior to tenancy, evidence of the required insurance in the form of a Certificate of Insurance. Tenant will name Landlord as an Additional Insured on the General Liability and Commercial Automobile Liability Policies. b. Certificate of Insurance shall meet (new) IvIN Statute 60.A39 -Certificates of Insurance. 13.2 Landlord, at Landlord's sole cost and expense, shall procure and maintain CGL insurance covering bodily injury and property damage with a combined single limit of at least One Million and 00/100 Dollars ($1,000,000.00) per occurrence. Such insurance shall insure, on an occurrence basis, against all liability of Landlord, its employees and agents arising out of or in connections with landlord's use, occupancy and maintenance of the Property. Within thirty (30} days following the Effective Date, Landlord shall provide Tenant with a COI evidencing the coverage required by this Section. 13.3 Landlord and Tenant shall each indemnify, defend and hold the other harmless from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' and consultants' fees, costs and expenses) (collectively "Losses") arising from the indemnifying party's breach of any term. or condition of this Agreement or from the negligence or willful misconduct of the indemnifying party or its agents, employees or contractors in or about the Property. The duties described in this Paragraph 12.4 shall apply as of the Effective Date of this Agreement and survive the termination of this Agreement. 14. Assienment. Tenant shall not assign any interest in this Agreement without the prior written consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed provided however that Tenant may, without Landlord's consent, assign this Lease to a corporation which. is a partner, parent, subsidiary or affiliate of Tenant. For the purposes of this Section, a "parent" shall. mean a corporation which owns not less than. fifty-one percent (S l %} of the outstanding stock of Tenant, a "subsidiary" shall. mean any corporation. not less than fifty-one percent (51%} of whose outstanding stock shall. be owned by Tenant, and an "affiliate" shall mean any partner or corporation not less than fifty-one percent (51 %} of whose outstanding stock shall be owned by the Tenant's parent. Upon such assignment to a partner, parent, subsidiary or affiliate of Tenant, such assignee shall succeed to all rights and options of the Tenant hereunder. It is hereby expressly understood and agreed that the assignment of this Lease and the term and estate hereby granted, to (a} any corporation into which Tenant is merged or to which Tenant has sold all or substantially all of its assets, ar (b) any entity which is an Affiliate or (c) any entity which is a transferee or assignee of Tenant's FCC wireless license as part of the sale or exchange of all or a majority of Tenant's sites in the market in which the Premises is located (any such corporation, entity or transferee in (a), (b} and (c} being hereinafter called "Assignee"'), shall not require Owner's consent; provided (x) that Assignee and Tenant shall promptly execute, acknowledge and deliver to Owner an assigmnent agreement in form satisfactory to OWT1P_,r, and tZ} that the Assignee ig an FCC 1i~encerl telernmmlin~rationc rnmr~any and ptherwice pr~pPrly lieanged to operate the wireless communications system. Tenant, may also, upon notice to Landlord, mortgage or grant a security interest in Tenant's equipment, and may assign this Lease and the equipment to any mortgagees or holders of security interest, including their successors or assigns collectively ("Mortgagees"}, provided such Mortgagees agree to be bound by the terms and provisions of this Lease. If reasonably required by the Mortgagees, Landlord shall execute such consent to Leasehold or equipment financing. The foregoing notwithstanding, under no circumstances shall any assignee or Mortgagee of Tenant have any property rights in the Building beyond that of a leasehold interest for the term of the Lease. 15. Title and Quiet Enjoyment. 15.1 Landlord represents and warrants that (i} it has full right, power, and authority to execute this Agreement, (ii) Tenant may peacefully and quietly enjoy the Premises and such access thereto, provided that Tenant is not in default hereunder after notice and expiration of all cure periods, (iii) it has obtained all necessary approvals and consents, and has taken all necessary action to enable Landlord to enter into this Agreement and allow Tenant to install and operate the Facility on the Premises, including without limitation, approvals and consents as may be necessary from other tenants, licensees and occupants of Landlord's Property, and (iv) the Property and. access rights are free and clear of all liens, encumbrances and restrictions except those of record as of the Effective Date. Ctearwire C~smmunicatian Tower Agrezment - $ - e.j-2?-06 SI'Z'E NAML: Columbia Heights ~t7 -Stinson Blvd & Ivanhoe PI SITE NliMBLR: MN-MSP672i 15.2 Tenant has the right to obtain a title report or commitment for a leasehold title policy from a title insurance company of its choice. If, in the opinion of Tenant, such title report shows any defects of title or any liens or encumbrances which may adversely affect Tenant's use of the Premises, Tenant shall have the right to terminate this Agreement upon 30 days written notice to Landlord. 16. Environmental. As of the Effective Date of this Agreement: (1) Tenant hereby represents and warrants that it shall not use, generate, handle, store or dispose of any Hazardous Material in, on, under, upon or affecting the Property in violation. of any applicable law or regulation, and (2} Landlord hereby represents and warrants that (i) it has no knowledge of the presence of any Hazardous Material located in, on, under, upon or affecting the Property in violation of any applicable law or regulation; (ii} no notice has been received by or on behalf of Landlord from any governmental entity or any person or entity claiming any violation of any applicable environmental law or regulation in, on, under, upon or affecting the Property; and (iii} it will not permit itself or any third party to use, generate, handle, store or dispose of any Hazardous Material in, on, under, upon, or affecting the Property in violation of any applicable law or regulation. Without limiting Paragraph 12.4, Landlord and Tenant shall each indemnify, defend and hold the other harmless from and against all Losses (specifically including, without limitation, attorneys', engineers', consultants' and experts' fees, costs and expenses} arising from (i) any breach of any representation or warranty made in this Paragraph 15 by such party; and/or (ii) environmental conditions or noncompliance with any applicable law or regulation that result, in the case of Tenant, from operations in or about the Properly by Tenant or Tenant's agents, employees or contractors, and in the case of Landlord, from the ownership or control of, or operations in or about, the Property by Landlord or Landlord's predecessors in interest, and their respective agents, employees, contractors, tenants, guests or other parties. The provisions of this Paragraph 15_shall_apply_as of the Effective Date_of this..Agreement_and_survive_termination ofxhis Agreement......-"Hazardous--- Material" means any solid, gaseous or liquid wastes (including hazardous wastes), regulated substances, pollutants or contaminants ar terms of similar import, as such terms are defined in any applicable environmental lavtr or regulation, and shall include, without limitation, any petroleum or petroleum products or by-products, flammable explosives, radioactive materials, asbestos in any form, polychlorinated biphenyls and any other substance or material which constitutes a threat to health, safety, property or the environment or which has been or is in the fixture determined by any governmental entity to be prohibited, limited or regulated by any applicable environmental law or regulation. 17. Waiver of Land]ord's Lien. Landlord hereby waives any and all lien rights it may have, statutory or otherwise concerning the Tenant Facilities or any portion thereof which shall be deemed personal property for the purposes of this Agreement, whether or not the same is deemed real or personal property under applicable laws, and Landlord gives Tenant and Mortgagees the right to remove all or any portion of the same from time to time, whether before or after a default under this Agreement, in Tenant's and/ar Mortgagee's sole discretion. and without Landlord's consent. 1 $, Noti~.eS ,,411 rrntr_rec ragt,~actc riemanr$g anr3 other r~n;,,u ,,,An:nat.ons l:e,.,..nder Shall l;e In v:1tt;;~g and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, or sent by for next-business-day delivery by a nationally recognized overnight carrier to the following addresses: If to Tenant, to: With a copy to: If to Landlord, to: Attn: Site Leasing Attention: Legal Department City Manager 4400 Carillon Point 4400 Carillon Point City of Columbia Heights Kirkland, WA 98033 Kirkland, WA 98033 590 40"' Avenue NE Telephone: 425-216-7600 Telephone: 425-216-7600 Columbia Heights, MN 55421 Fax: 425-216-7900 Fax: 425-216-7900 Fax: 763.706.3601 Email: Siteleasing cUClearwire.com Landlord or Tenant may from time to time designate any other address for this purpose by written notice to the other party. All notices hereunder shall be deemed received upon actual receipt or refusal to accept delivery. 19. Marking and Lighting. Landlord shall be responsible for compliance with all marking and lighting requirements of the Federal Aviation Administration ("FAA") and the FCC. Should Tenant be cited because the Property is not in compliance, Tenant may terminate this Agreement upon 30 days written notice to Landlord. Cleans~ire Communication Tower AgreeEnent - 6 - v i-22-06 SITE NAME: Columbia }ieights WT -Stinson Alvd Fc Ieanhoe PI SITE NUMBER: MN-MSP0125 20. Miscellaneous. 20.1 If Tenant is to pay Rent to a payee other than the Landlord, Landlord shall notify Tenant in advance in writing of the payee's name and address. 20.2 The prevailing party in any legal claim arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 20.3 If any provision of the Agreement is invalid or unenforceable with respect to any party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 20.4 Terms and conditions of this Agreement which by their sense and context survive the termination, cancellation or expiration of this Agreement will so survive. 20.5 This Agreement shall be governed under law of the State of Minnesota, and be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. 20.6 A Memorandum. of Agreement in the form attached hereto as Exhibit C may be recorded by Tenant confirming the (i} effectiveness of this_agreement, (ii) expiration date of the Term, _(ii} the. duration_of any..... Renewal Terms, and/or other reasonable terms consistent with this Agreement. 20.7 All Exhibits referred herein are incorporated herein for all purposes. 20.8 This Agreement constitutes the entire Agreement between the parties, and supersedes aIi understandings, offers, negotiations and. other leases concerning the subject matter contained herein. There are no representations or understandings of any kind not set forth herein. Any amendments, modifications or waivers of any of the terms and conditions of this Agreement must be in writing and executed by both parties. 20.9 Landlord agrees to disclose the terms of this Agreement or any other written agreement between. the parties only as required by Minnesota law. Illy ~~E'ITNESS WI~EREOF, tl~e parties have entered into this Agreelnnent effective as of the date first above written. T'ENAN'I'o Clear Wireless J<,LC, a Nevada Limited Liability Company By,~. Name: _ _ Title: ~-- - - - - Date: 1 I-~ ~/~ I.ANDLOI3. {._.. CI'I"~' OI+' COI..~iM13IA,I~EIG3'S, a_Minnesota 1vTunicipal ~orp~r~tion ~ _ ~..~_ City Mayor Date: r - Z. ~` ' ! P' f' By: e:~ rr~ City Mann Date: Tax ID: 41-6005069 Cleanx~ire Conmmnication To~oer Agreement - ~ - vS-22-06 S]TE NAMF,: Columbia Heights WT -Stinson Blvd 8: Ivanhoe Pl SITE NUMBF_R: MN-MSPU125 STATE OF ~I ~,J ) /~ ) ss. COUNTY OF f`t ~ ~~~~.~-- ) I certify that I know or have satisfactory evidence that ~x~.vw~;~r ~= r~oU__ is the person who appeared before me, and said person acknowledged that he/she signed. this ins rumf' ent, on oath stated that he/she was authorized to execute the instrument and acknowledged. it as the Mayor for the City of Columbia Heights, a Minnesota Municipal Corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. - ~ ~'~~ ." ETA -~ 1 (L?~r this ~pll~e fornotlry_stamp/seal} STATE OF COUNTY OF A- ~ ~~..-- Dated: t -- ~-y ~.v ~ ~ Notary ublic Print Name ~ ~.:~' ~-~` ~ P`e--- ~. ~.. ~ ~ ~ '-~ ~ ~ d- My commission expires ~ ~`~ a 2..o F ~ } } SS. I certify that I know or have satisfactory evidence that '~' ~-~., -} is the person who appeared. before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument. and acknowledged it as the City Manager for the City of Columbia Heights, a Minnesota Municipal Corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: ~ - ~- ~ - ~...v t ~ t Not Public print e P ~~'- ,p _ ~ ~ ; ~~ , f My commission expires ~ - .. t - i ~ Ctea~wirc Communication Tower Agreement - ~' - v.S_i?_p~ STATE OF ~ } } ss. COUNTY OF ~ ~,`~,,. ) Jk SAE NAME. Columbia Heights WT -Stinson I31vd k. Ivanhoe PI SITE NUMBEK: MN _MSP0125 I certify that I know or have satisfactory evidence th s '~~~ ~ is the person who appeared before me, and said person acknowledged that he si ned this i strument, on oath stated that he was authorized to execute the instrument and acknowledged it as the ~_ ~'' of Clear Wireless LLC, a Nevada limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: - f.~rCHEtLE FOk t C>FFICfA~ SEAL ~%atarY Public, State of Illinois ~,, -Y G°~rr+~ssion Expires _ C7cTaber 14, 2013 (Use this space for notary stamp/seal} - 6 ."~ Notary Public t' Print Name My commission expires Cleanvire C"ommunication Tower AgreemenE - 9 - v_5-?2-06 SITE NAME: Colmnbia }leiehts WT -Stinson Bled & Ivanhoe PI Sl'I'E NUMAER: MN-MSP61 ZS EXHIBIT A DESCRIPTION OF LAND to the Agreement dated , 20~ , by and between CITY OF COLUMBIA HEIGHTS, a Minnesota Municipal Corporation, wi an address at 590 40th Ave NE Columbia Heights, MN 55421, (hereinafter referred to as "Owner" or "Landlord"} and Clear Wireless LLC, a Nevada limited liability company, with an address at 4400 Carillon Pt, Kirkland, WA 98033 (hereinafter referred to as "Clearwire" or "Tenant"). The Land is described and/or depicted as follows (metes and bounds description): APN: 25-30-24-44-0102 LEGAL DESCRIPTION OF CITY'S PROPERTY: LC~T TFl l?"EEt~3 f ~ ~, , l~L~. ~ f ; I; , E ~ ~~r- ~ ~-r T3-i F I"~!~~T`F-1EL'~° ~'~ ff.`s,-CIE t,~,,"; ~iaE, Fn:~: ~ ~ ,~~i~;:l r~E~i`;'r~, ii-icF~~tF, 1-~11*I".T~' CGt=~~~Glt~1~~ Tt=7 T~l-E tvl~~f '~I ~ 1T Tl--EF4EvF ~~1 III ASS CC~F prECC{F:_ "'~ Tl-~ ~>-FICA c-~~ THE r~E~IsT~~ ~ TITLES IN ~1t~D I~~~~~`:v `1 LET FII,JI~TEEh~ (~~, I~L+~CF~ IE ~~, iILLTt~F ~ `?~r~?~Il~l TC~ THE 1~~ ~R t°'L,~,T TNERE~7F C31V FILE ~~l[3 OF ~~ r_ : , ~s ~C7 It~J THE C3F1~E t~F °~'F-ll~ EIT~~4F~ Off' TITLES Its fi~~[C~ F+>~r ~.i~.;~:~r,~t ~1P+dT'Y, IiINE+~T. Clearwire Communication Tower Agreement - In - i-.5_~?_ob SITL NAME: Cotmnbia Heiehts lv'I -Stinson Btvd & Ivanhoe PI SPi'E NUMBER: MN _MSPO125 EXHIBIT B DESCRIPTION OF PREMISES to the Agreement dated , 200, by and between CITY OF COLUMBIA HEIGHTS, a Minnesota Municipal Corporation, with. an address at 590 40th Ave NE Columbia Heights, MN 55421., (hereinafter referred to as "Owner'" or "Landlord"} anal Clear Wireless LLC, a Nevada limited liability company, with an address at 4400 Carillon Pt, Kirkland, WA 98033 (hereinafter referred to as "Clearwire" or "Tenant"). The Premises are described and/or depicted as follows: A DRAWING OF THE PREMISES WILL BE PRESENTED HERE OR ATTACHED HERETO Notes: 1. Tenant may replace this Exhibit with a survey of the Premises once Tenant receives it. 2. The Premises shall. be setback from. the Property's boundaries as required by the applicable governmental authorities. 3. The access road's width will be the width required by the applicable governmental authorities, including police and fire departments. 4. The type, number, mounting positions and locations of antennas and transmission lines are illustrative only. The actual types, numbers, mounting positions and locations may vary from what is shown above. 5. The locations of any utility easements are illustrative only. The actual locations will be determined by the servicing utility company in compliance with all local laws and regulations. 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Columbia Heights WT -Stinson I31vd & Ivanhoe I'1 SITE NliM$ER: 'v1N-MSP0125 ExxIBIT c COMMUNICATIONS FACILITY to the Agreement dated , 20~ ~ , by and between CITY OF COLUMBIA HEIGHTS, a Minnesota. Municipal Corporation, with an address at 590 40th Ave NE Columbia Heights, MN 55421, (hereinafter referred to as "Owner" or "Landlord") and Clear Wireless LLC, a Nevada limited liability company, with an address at 4400 Carillon Pt, Kirkland, WA 98033 (hereinafter referred to as "Clearwire" or "Tenant"). RECORDED AT REQUEST OF, AND WHEN RECORDED RETURN TO: 4400 Carillon Point Kirkland, WA 98033 Attn: Site Leasing MEMORANDUM OF AGREEMENT APN: 25-30-24-44-0102 This MEMORANDUM OF AGREEMENT is entered into on 200 CITY OF COLUMBIA HEIGHTS, a Minnesota Municipal Corporation, with an address at 590 40th Ave NE Columbia Heights, MN 55421, (hereinafter referred to as "Owner' or "Landlord") and Clear Wireless LLC, a Nevada limited liability company, with an address at 4400 Carillon Pt, Kirkland, WA 98033 (hereinafter referred to as "Clearwire" or"Tenant"}, - 1. C)wner and Clearwire entered into a Communication Tower Agreement ("Agreement") dated as of , 200 ,effective upon February 1, 2010 ("Effective Date") for the purpose of Clearwire undertaking certain Investigations and Tests and, upon finding the Property appropriate, for the purpose of installing, operating and maintaining a communications facility and other improvements. All of the foregoing is set forth in the Agreement. 2. The term of Clearwire's tenancy under the Agreement is for five (5) years commencing on the date Tenant. begins construction of the Tenant Facilities or eighteen (18) months following February 1, 2010, whichever first occurs ("Term Commencement Date"), and terminating on the fifth anniversary of the Term Commencement Date with five (5) successive five (5) year options to renew. 3. The Land that. is the subject of the Agreement is described in Exhibit A annexed hereto. The portion of the Land being leased to Tenant and all necessary access and utility easements (the "Premises"} are set forth in the Agreement. In witness whereof; the parties have executed this Memorandum of Agreement as of the day and year first written above. TENANT: Clear Wireless LLC, a Nevada Limited Liability Company By: EXHIBIT ONLY - DO NOT EXECUTE Name: Title: Date: LANDLORD: CITY OF COLUMBIA HEIGHTS, a Minnesota Municipal Corporation By: EXHIBIT ONLY - DO NOT EXECUTE City Mayor Date: By: Date: City Manager Clamtivire Communication Tower Agreement - ~ 2 - v.5-22-ob SI'hE NAME: Columbia Fteiehts WT -Stinson Blvd R Ivanhoe PI SITE NUMBER: MN-MSP012S STATE OF ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath. stated that he/she was authorized to execute the instrument and acknowledged it as the Mayor of the City of Columbia Heights, a Minnesota Municipal Corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Notary Public Print Narne My commission expires (Use this space far notary stamplseal) STATE OF COUNTY OF } ss. I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that helshe was authorized to execute the instrument and ack-nowiedged it as the City Manager of the Crty of Columbia Heights, a Minnesota Municipal Corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Notary Public Print Name My commission expires Clearwire Communication Tower Agreement - ~ 3 - c.5-22-66 SITL- NAME: Columbia Heights WT -Stinson Bh~d. & Ivanhoe Pl SITE: NUMBER: MN-MSPUI?5 STATE OF } } ss. COUNTY OF 1 I certify that I know or have satisfactory evidence that is the person who appeared before me, and. said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the of Clear Wireless LLC, a Nevada limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: (Use this space for notary stamp/seal} Notary Public Print Name My commission expires Clearwire Communication Tower Agreement - 1.~ - v.5 ?2-06 SITE NAME: C-0Imnbia Heights R7 -Stinson Blvd & Ivanhoe PI SITE NUMBER: MN-MSP0125 EXHIBIT A Parcel Number: 25-30-24-44-0102 ~EA~ ~ES~IPTI~€ fi''~'; ~ ~; L ~ ; LGIT TNIRTEE~ ~'3}, EI.Ct^"~ P~I~E f~'; E~;;E~T THE ~~r~{THE~LY 1',((;''`~~;~'~~l'-~++.Inn~1[[~--`"~'^"q-E~I~VsE (~~'~;gC~t~! {^FI~Cr°;~~(I-yT r,t~~ ~?E~-,cFy.',C1M'~thEC~c~-./~~#,,-g~IL~y.~TC~F' /'YS..~L'~Jii LllIt34J Tt~ ! 1 ~L +'~:f,~~.l ~:)i S i ~,'-4T T'~tv ~k.Li.J6 V ~v! ~l.~L C"11 ~$~ 4J~ pp~'^yy[~.~J~p~'~ ~ T/^~/~~{,y~y~~'~'/~~E ~1~ T~E~"~Ji~~~~T ~' T~T~.~~ ~~ N~~[ l~Ld r-S .'~°.IY~v~l', L+k./~.d1~T{ q l': 11~V Y[-~Ia.jIM, Lr~T ~Ca~,.1F~TEC~+~ !°~~~. =iLri~-~' I~II;`JC ~~+?, !IL'LT~.=' ~'~C~"~=F~C~Ihlt=~ T ] H~ (~~ ~~~' r IN 3-'~;~T i ~7r~~t 1~ ;w,]'~! Fli ~ ",~~;~ ..,~ ~,~ F;Gt ,r'.~ TAE ~J~~=~[_ ~,~~ Tk"~L !fir` ~iT~,T`+~ V~ i (i._i jig. {Z~~',v i ~ri~ -'ti~~~~-i.,* Cteanvire CommunicFttion Tower Agreement - ] 5 - v.d_~?_ob SITE NAME: Columbia Heights WT -Stinson Bivd & Ivanhoe Place SITE NUMBER: MN-MSP0125 RECORDED AT REQUEST OF, Ar1D wHEN RECORDED RETURN To: 4400 Carillon Point Kirkland, WA 98033 Attn: Site Property Manager MEMORANDUM OF AGREEMENT APN: 25-30-24-44-0102 This MEMORANDUM OF AGREEMENT is entered into on ~ 200, ~ CITY OF COLUMBIA HEIGHTS, a Minnesota Municipal Corporation, with an address at 590 40th Ave NE Columbia Heights, MN 55421, (hereinafter referred to as "Owner" or "Landlord''} and Clear Wireless LLC, a Nevada limited liability company, with an address at 4400 Carillon Pt, Kirkland, WA 98033 (hereinafter referred to as "Clearwire" or "Tenant"}. 1. Owner and Clearwire entered into a Communication Tower Agreement "Agreement") dated as of ,~ , 20~ ~.--' , effective upon February 1, 2010 ("Effective Date"} for the purpose of Clearwire undertaking certain Investigations and Tests and, upon. finding the Property appropriate, for the purpose of installing, operating and maintaining a communications facility and other improvements. All. of the foregoing is set forth in the Agreement. 2. The term of Clearwire's tenancy under the Agreement is for five (5) years commencing on the date Tenant begins construction of the Tenant Facilities or eighteen. (18) months following February 1, 2010, whichever first occurs ("Term Commencement Date"), and terminating on the fifth anniversary of the Term Commencement Date with five (5) successive five (5) year options to renew. 3. The Land that is the subject of the Agreement is described in Exhibit A annexed hereto. The portion of the Land being leased to Tenant and all. necessary access and utility easements (the "Premises") are set forth in the Agreement. In witness whereof, the parties have executed this Memorandum of Agreement as of the day and year first written above. TENANT: Clear Wireless LLC, a Nevada Limited Liability Company By' - Name: ~ Title: ~- _ _ _ -_ Date:; { 7~(D LANDLORD: CITY OF COLUMBIA ~IEIGFITS, a Minnesota Municipal Corporation ~,_ ., ity Ma or Date: _ - ~-. ° - .' ~Cil} '~l~ur~ger Date: _~~°_ Tax ID: 41-6005069 STATE OF ~J } /~ } ss. COUNTY OF t -'c ~.. << ~.~, _ } I certify that I know or have satisfactory evidence that t ~ ~ c, - ,~ . r~_is the person who appeared before me, and said person acknowledged that he/she signed this in lent, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the Mayor of the City of Columbia Heights, a Minnesota Municipal Corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. w ~ ~x ~~ (Use this space far notary stamp/seal.} STATE OF (~ ~ COUNTY OF ~, w.. ,cam-- } } ss. } I certify that I know or have satisfactory evidence that ~~~ ~..~..,-[~ is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the City Manager of the City of Columbia Heights, a Minnesota Municipal Corporation, to be the free and voluntary act of such parry for the uses and purposes mentioned in the instrument. Bate~~ ~ k Not ~~__...~~-P-ublic ~-®. Print lame ~~" ~ a ~- 6 ~-- ~-~ ~ ~ ~ Poly commission expires ; - '~ t - ~=1 i ~ STATE OF ~ ~~ ~`! ) ) ss. COUNTY OF ~ ~r ) ri. -~ ~~ I certify that I know or have satisfactory evidence that ~~~,~~ ! is the person who appeared before me, and said person acknowledged. that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the ~ ~ ~ ,f 9~ of Clear Wireless LLC, a Nevada limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: "~~ `~ MICNE~LE FOX (~ - _ _' t7FFICIAI3EAL t~bt8ty i*ublic, State of liiinais ~~ My Cammissian Expires October 14, 2013 --c-- Notary Public Print Name ~ --~ My commission expires ~- (Use this space for notary stamp/seal} EXHIBIT A Parcel Number: 25-30-24-44-0102 LEGAL DESCRIPTION OF CITY'S PROPERTY: LEGAL L3~SCRIPTI~Id L.T S'~,..~a-.1t';. TCCt_.,~...ly ~ ~`,~[. '~..[t.~''.~,~Ct*fl'l~R.~tC~b1'.~~ '..jl~.~.!' ~'- assC...~..i~^'L~.~t'?Ulf~`~e` i s~ T~1~ I'.~.~~.^~ ~JI"i 1 Lt1 T TI 1~IWi~t_rt VIV... EILC f-tl~~~ `,_~~ 3i L'r~.ti~(+. 1.~ II'~ 1 ! lC C~~'l - :~~ T ~ ~L ~~~~~I~T~pf~~l~ (~~° TITLE I~~k ~a°~'~ I't,~~ ' ~,P~.~~;~ ;~ 2324 University Avenue West, Suite 200 Saint Paul, Minnesota 55114-1854 (651 } 225-0792 Fax (651) 225-0795 VIA Federal Express - Transmittal Memorandum DATE: March 4, 201.0 TO: City Manager City of Columbia Heights 590 40`h Avenue NE Columbia Heights, MN 55421 Phone: 763-706-3705 FROM: David Fischer Clearwire Site Acquisition Specialist Phone: 651-225-0784 RE: Clearwire Site: MN-MSP0125 4700 Stinson Blvd. Fully Executed Communication Site Lease Agreement (Water Tank) and Memo Site Acquisition Permitting Est. 1991 Dear City Manager Enclosed, please find (1}one copy each of the Fully Executed Communication Site Lease Agreement and (1 }one copy of the Memorandum of Agreement for the above listed sites for your records. Please call me with any questions at 651-225-0784 Sincerely, Dave Fischer ACORDTM CERTIFICATE OF PRO PERTY INSURANCE DATE (MM/DD/YY) 02/05/10 '' PRODUCER HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND AOn Ri Sk Insurance SerVi C85 West, InC. ONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE Sedttl e WA Offl Ce DOES NOT AMEND, EXTEND OR ALTER TIIE COVERAGE AFFORDED BY THE 1420 Fifth avenue OLICIES BELOW'. Suite 1200 Seattle WA 98101-4030 USA COMPANIES AFFORDING COVERAGE COMPANY ails Insurance Company PHONE- 2Q( 749-4800 Fax- (206) 749-4860 A INSURED COMPANY Clearwire Corporation B 4400 Gdrlll0n POlnt Kirkland WA 98033 u5A COMPANY ~ COMPANY D COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE [SSLtED OR MAY PERTAIN. THE INSURANC E AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SU87ECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE OLICY ExPIRATIO COVERED PROPERTY LIhHTS LTR DATE (MM/DD/YY) DATE )MM/DD/YY) a X PROPERTY M5B74853509 11/01/09 11/Ol/10 BUILDING CAUSES OF LOSS PERSONAL PROPERTY BAW LC BUSINESS INCOME u'/n Esvu Expense BROAD EXTRA EXPENSE SPECIAL BLANKET BCIILDING FARTS-IQ<<4kE BLA,*JKET PERS PROP FLOOD BLANKET BLDG & PP X all Risk w/ Excl X Lass Limit X50,000,00 x Deductible ~lo,oo INLAND MARINE TY PE OF POLICI' CA USES OF LOSS NAMED PERILS OTHER CRIME TYPE OF POLICY BOILER & MACHLNERY OTHER LOCATION OF PREMISES 1 DESCRIPTION OF PROPERTY RE: Site ID: MN-MSP0125, Landlord Site ID: Stinson water Tower, Site Address: 4700 Stinson Boulevard, Columbia Heights, MN 55421. See attached List of Named Insureds. SPECIAL CONDITIONS /OTHER COVERAGES ~ CERTIFICATE HOLDER CANCELLATION ~ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Columbia Heights EXPIRATION DATE THEREOF THE tSSU1NG COMPANY WIL1. ENDEAVOR TO MAIL ' attn : City Manager 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, i 590 40th Avenue NE BUT FAILURE TO MAIL SUCFI NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY ~ Columbia Heights MN 55421 Usa OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES ~ AL7THORIZED REPRESENTATIVE• ~ ~ ~J/' 2 C'JJ ~ ~~~ ~~ ~ C 99 / f 7 ACORD 24 (1/95) n ACORD CORPO ATION S R 1 L v O u G L J ~.J ,!_~ :~~~ r.5 ~. '+' YI~_ ~_ -`'~" °~ CERTIFICATE OF LIABILITY INSURANCE DATE Y) l,.__--- 02/05/2010 PRODUCER Aon Risk Insurance Services West, Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY 5eattl e WA Office AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 1420 Fifth Avenue CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE Suite 1200 S ttl WA 98101-4030 USA COVERAGE AFFORDED Bl' THE POLICIES BELOW. ea e INSURERS AFFORDING COVERAGE NAIC # PHOrvE-(206) 749-4800 }'AX- (206 749-4860 IrvsuREn INSURER A: Twin City Fire Insurance Company 29459 Clearwire corporation IrrsuRERB: Zurich American Ins Co 16535 4400 Carillon Point Kirkland WA 98033 u5A rNSURERC American Guarantee & Liability Ins Co 26247 INSURER D' INSURER E. COVERAGES THE POLICIES OF INS[ TRANCE LISTED BELOW HAVE BEEN ISSUED TO TFIE INSURED NAMED ABOVE FOR THE POLICI" PERIOD INDICATED NOTWITHSTANDING AN l' REQUIREMENT, TERM OR CONDITION OP .ANY CONTRACT OR OTIiER DOCUMENT WITH RESPECT TO WHICH TFllS CERTIFICATE AtAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EYCLUSIONS AND CONDI`C[ONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN 1IAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED INSR ADD' LTR iNSR TYPE OE tN5[iRANCE POLIC4' NL7M BER POLICY EFFECT-i-E POLICY EXP-It4T-ON LIMITS DATEIMM/DDNYYY DATEIMM/DD/YYYY) c GLA 6555971-00 11/01/2009 11/01/2010 acFloccuRRENCE E 000 000 $1 C.EN ERALLLasH.ITV , , , X COMMERCIAL. GENERAL LIABILITY DAMAGE TO RENTED $1, 000, 000 PREMISES (Ea occurrence) ....."._.....~...~.~.~..~.~~.~~.~~~ '~ ~ CLAIMS MADE ~ OCCUR MF,D EXP f Anv uoe Persun} ~ ~( ~ PERSONAL &. ADV INJURY $1 000 000 , , ® GENERAL AGGREGATE $5,000,000 ' L ACGREfATELIMIT-,4PPLIES.PER:. - GEN PRODUCTS-COMP!OP AGG $2,000,000 ^X POL1C'Y ® ® LOC ECT e AuTOn-oetLE LlAeatTV GLA 6555971-00 11/01/2009 11/01/2010 COMBINED SINGLE LIMIT X .ANI'ALJTO tEaaccidentp $1,000,000 ALL OWNED AUTOS BODILY INJURY SCF-EDLIED AUTOS (Per persons HIRED ALl'COS BODILY INJURY NON OWNED AUTOS (Per accidenry PROPERTI' DAMAGE P id ( er acc ent) GARAGE L-.461L-TY AUTO ONLY - EA ACCIDENT .ANY AUTO OTHER THAN EA ACC AUTO ONLY ~ -•••_~~~•~~~_~_~ AGC'r C ESS / URtBRELL.4 L-AB-L-T'Y E X C UMB655596700 11/01/2009 11 Ol ZO10 EACH OCCURRENCE : ~ ' ~ 6 OCCCtR I - Cl..4t M11S M~IDE .AGGREG:ITE $5,000.060 DEDUCTIBLE _ RETENTION A WEZL $ 11 1 X WC S'iATU- OTH- WOR6ERS COMPENSATION AND ' TORY IMITS ER / N EMPLOI'ERS' L1.46ILITY ti N E.L. EACH ACCIDENT _ $1, 000, 000 ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER/MEMBER E%CLLIDED' IM d t i N}- E.L. DISEASE-EA EMPLOYEE $1, 000, OOO an a nry n ) E. L. DJSEASE-POLICY LIMIT $1,000,000 If yes, describz undzr SPECIAL PROV"ISIONS below OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLESlEXCLUSIONS ADDED BY ENDORSEMENtT.'SPECIAL PROVISIONS RE: Site ID: MN-MSP0125, Landlord site ID: Stinson water Tower, site Address: 4700 Stinson Boulevard, Columbia Heights, MN 55421. City of Columbia Heights is included as an Additional Insured under the General Liability policy, where required by written contract and regarding their interest in the operations of the Named CERTIFICATE HOLDER City of Columbia Heights Attn: city Manager 590 40th Avenue NE Columbia Heights MN 55421 USA CANCELLATION SHOLtLD ANY OE THE ABOVE DESC'R1BED POL-C'IES BE CANCELLED BEFORE THE EXPIRATION DATE THL-REOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3U DAPS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMEU'i0 `itiE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES. AUTHORl7_ED REPRESENTATIVE cSYan ~narita9uz Jewdxs ~NttIC'/»u ni ti O t~ t\ m O O i~ tes r- ACORD 25 (2009/01) 01988-2009 ACORD CORPORATION. All The ACORD name and logo are registered marks of ACORD INSL'ftED Clearwire Corporation 4400 Carillon Point Kirkland wA 98033 u5A List of Named Insureds Clearwire Corporation Clearwire US LLC Clear wireless Broadband LLC Clear wireless LLC C1earMedia, LLC Clearwire Spectrum Holdings II LLC speedChoice of Detroit, LLC Certificate No : 570037705729 ..- Z2. ENGINEERING & EMC TEST LABS, INC. G ULTId~6 COMMl1NICAT~tfI~S E#dG3~EERS • EAi1G TEST LABORATORIES 5844IIalina Avena~~ P7~ih, Shoreview, 55125 651-784-?445 • Fax 651-784-?541 February 3, 2010 Clearwire Minneapolis Engineering 8800 Hwy. 7 Suite 203 St. Louis Park, MN 55426 Reference: Intermodulatian Study for. the Clearwire (MSP0125} Site.. on the. Water Tower at 4700 Stinson Blvd., Columbia Heights, MN. Dear Mr. Stijn Vanhauwaert: As an independent consulting engineering firm I have completed the intermodulatian (interference} study on the proposed Clearwire Minneapolis communications system for the addition of new frequencies an the existing city water tower at 4700 Stinson Blvd., Columbia Heights, MN. The first step in the analysis was to perform a study an the existing cammunications condition before the installatian of the ClearWire system. In the case where existing tenants' channels were available they were used. Because of the large amount of potential frequencies available with some of the technologies already on the tower a random subset of each of these types of technologies was selected far the analysis. I also considered the proposed microwave systems that operate in the 18 and 23 GHz bands using highly directive dish antennas. Additionally, I included any county and city frequencies used by Public Works and Public Safety even if they were not installed on the water tower. This was so if a mobile unit passed nearby or if they were mounted in the future, protection was considered. The existing users on the tower that were examined were Sprint and Anoka County. The study shows that there are no predicted (low order) interference intermodulation products generated from combinations of existing and proposed channels at this site. When the proposed communications facility is constructed, antenna separation, antenna pattern directionality properties and equipment filtering will further reduce the potential of intermadulation induced interference. This analysis is a mathematical study and will not account for interference mitigation that will occur due to the differences in technologies and equipment configurations and filtering. This study assumes a worst- ENGINEERING & EMC TEST LABS, INC. CUNSUi.TfNG CtiMMUN1CAifUNS EflGINEERS -EMC TEST LABtlRATQRIES 5844 ffamline Avenue North, Shoreview, MN 55126 651-?84-7~4a a FajtG51-784-754f case scenario using as many as five transmitters operating simultaneously (which is a rare occurrence). In summary, the use of good engineering and installation practices should mitigate any interference to any existing communications systems on the tower and it is my opinion that the ClearWire communications system added frequencies should not cause any harmful interference problems on the tower to any of the existing communications systems. If you have any questions in this matter please contact me. sincerely, Garrett G. Lysiak, P.E. 224.5 A d CERTIFICATE OF PROPERTY INSURANCE I 10 / 3o 20 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. If this Certificate Is being prepared fora party who has en Insurable Interest In Ma properly, do not use this form. Use ACORD 27 or ACORD 28. PRODUCER CONTACT Aon Risk Insurance Services West, Inc. PH E (206) 749 -4800 I FAX � (206) 749 -4860 No. en Seattle WA office (NC 1420 Fifth Avenue AOIRES& Suite 1200 Seattle WA 98101 -4030 USA CUSTOMER ID 570000038180 NSURERISI AFFORDING COVERAGE NAIC Al INSURED INSURER A: Regent Ins Co 24449 Clearwi re Corporation INSURERS: e 4400 Carillon Point INSURER C: "M3 Kirkland WA 98033 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570040654376 REVISION NUMBER: LOCATION OF PREMISES/ DESCRIPTION OF PROPERTY (Attach ACORD 101, AddIOoml Remake Schedule, S mom epics Is mqulmd) RE: Site ID: MN-- MSP0125, Landlord Site ID: Stinson water Tower, Site Address: 4700 Stinson Boulevard, Columbia Heights, MN 55421. see Attached List of Named Insureds. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITLON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS Co CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, n EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMIT'S SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. a in NSR POLICY EFFECTIVE POLICY EIPIRATION 10 LTR TYPE OF INSURANCE POLICY NUMBER DATE BALVDD n DATE GAMIDDIYYYY) COVERED PROPERTY LIMITS et A Y IPROPERTY - CCI0877360 11/01/2010 11/01/2011 BUILDING O CAUSES OF LOSS DEDUCTIBLES - PERSONAL PROPERTY to BASIC BUILDING ` BU 1 ES Expens E BROAD - EXTRA EXPENSE m CONTENTS SPECIAL RENTAL VALUE EARTHQUAKE BLANKET BUILDING Z W WND BLANKET PERS PROP 1� FLOOD BLANKET BLDG & PP V LL i ALL RISK -Subject to Exclusions I X Lon Umt 85.000.000 gr v INLAND MARINE TYPE OF POLICY CAUSES OF LOSS NAMED PERILS ] CREME NUMBER TYPE OF POLICY J BOILER & MACHNERY / I EQUIPMENT BREAKDOWN — IRA SPECIAL. CONDITIONS /OTHER COVERAGES (Mach ACORD 101, Additional Remarks Schedule, If more specs Is required) M CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TIE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH TIE POLICY PROVISIONS. Ci ty of Columbia Heights 5143 Attn: City Manager 5152 590 40th Avenue NE AUTHORIZED REPRESENTATIVE t � 0yJ ,, A or . . Columbia Heights MN 55421 USA 11 (r J IIIII ® 1995-2009 ACORD CORPORATION. All rights reserved. ACORD 24 (2009/09) The ACORD name and logo are registered marks of ACORD Attachment to ACORD Certificate for Cl earwi re Corporation The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURED Cl earwi re corporation INSURER(S) AFFORDING COVERAGE NAIC # 4400 carillon Point INSURER Kirkland WA 98033 USA INSURER INSURER INSURER If a policy below does not include limit information, refer to the corresponding policy on the ACORD ADDITIONAL POLICIES certificate form for policy limits. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION COVERED PROPERTY LIMITS LTR DATE (MM/DD/MY) DATE (MM/DD/YYYY) PROPERTY A X(rll Risk w/ Excl ca0877360 11/01/2010 11/01/2011 Deductible $10,000 Certificate Number : 570040654376 INSURED Clearwire Corporation 4400 Carillon Point Kirkland WA 98033 USA List of Named Insureds Clearwire Corporation Clearwire US LLC Clear Wireless Broadband LLC Clear wireless LLC ClearMedia, LLC Clearwire Spectrum Holdings II LLC SpeedChoice of Detroit, LLC NSAC, LLC Fixed wireless Holdings LLC Clearwire Spectrum Holdings LLC Clearwire Spectrum Holdings II LLC Clearwire Spectrum Holdings III LLC Certificate Number : 570040654376 c c: L e i .c9. 0. October 4, 2011 l� �� Sent via Certified US Mail CITY OF COLUMBIA HEIGHTS 590 - 40th Avenue NE Attn: City Manager Columbia Heights, MN 55421 Re: * * *CLEARWIRE CONTACT AND ADDRESS CHANGE NOTIFICATION * ** * * ** PLEASE RETAIN FOR YOUR RECORDS * * * ** Clearwire Site ID: MN- MSP0125 Landlord Site ID: Lease Rent Site Address: 4700 Stinson Boulevard, Columbia Heights, MN 55421 Dear Landlord: This letter provides notice that Clearwire has entered into an agreement whereby Ericsson, Inc will perform certain network management functions for Clearwire. What does this change mean to you as a landlord? It means simply that the service vehicles and /or personnel identifiers may display either Clearwire or the name of our agent, Ericsson, Inc. It also means, that you will likely be interacting with Ericsson personnel on any matter related to the Lease /License Agreement Clearwire has with you for the Site referenced above. PLEASE NOTE: 1) There has been no assignment or change of ownership of the sites or of Clearwire. Clearwire remains your tenant/licensee under the Lease /License Agreement for this site. 2) All obligations will continue to be met per the terms of your Lease /License Agreement with Clearwire. In addition, the Clearwire notice address and contact information has been changed, and are provided below for your records. The contact information noted below should be used for all notices, requests, demands and other communications correspondence related to the Lease /License Agreement you have with Clearwire. As a reminder, please reference the Clearwire Site ID shown above, in any communication. Please retain this letter and update your records accordingly. Tenant With a Copy To Clearwire Property Services Clearwire Mailstop KSOPHT0101 -E8000 Attn. Legal Dept. 6391 Sprint Parkway 1475 120 Ave NE Overland Park, KS 66251 -8000 Bellevue, WA 98005 111111111111111111111111111111 4148 e = t CLEAR Lastly, for your convenience, Clearwire has implemented various methods of contacting us regarding issues related to your Lease /License Agreement with Clearwire or the telecommunication facility at the site address referenced above. Clearwire can be contacted via the following methods: Via telephone: Landlord Solutions: 855 - 342 -9679 (toll free) Monday — Friday: 7AM — 6PM CST Via email: siteleasing aV clearwire.com Via fax: 801 - 562 -8471 Please do not hesitate to contact us for any questions or concerns that may arise. We look forward to a continued mutually beneficial relationship. Thank you for your assistance and cooperation. Sincerely, CLEAR Clear Wireless LLC Clear Wireless Broadband, LLC cc. 111111111111111111111111111111 4148 NOTICE OF COMMENCEMENT CLEAR- August 11, 2010 Sent via US Mail Return Recut Requested CITY OF COLUMBIA HEIGHTS Attn: City Manager 590 - 40th Avenue NE JQ1 Columbia Heights, MN 55421 40 RE: Site Agreement CITY OF COLUMBIA HEIGHTS Attn: City Manager Site: Lease Rent Clearwire Site: MN-MSP0125 Dear Sir or Madam: Pursuant to the Site Agreement by and between CITY OF COLUMBIA HEIGHTS Attn: City nag ire a e a e this letter as formal notice of cc pt this r in 0:"2e t commencement of the Agreement, effective 08/05/2010("Commencement Date effective 08/ 10("Commencement commencement t g t' ef The first D t u u r t in wil f. payment 2re 0 you s ortiv. re he first payment due under the Agreement wil e mai e o you shortly. Thereafter, payments will arrive as set forth in the Agreement. On behalf of Clear-wire, I would like to thank you for your involvement with the development of our wireless network. Please do not hesitate to contact us at(425) 216-7600, or via email at SiteLeasing@clear-wire.com, should you have any questions or concerns. Sincerely, Tiffany Lee Network Deployment Contracts cc. file