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HomeMy WebLinkAbout2011-05-18 PACKET 04.E.REQUEST OF CITY COUNCIL ACTION COUNCIL AGENDA MEETING ITEM # DATE 5/18/11 PREPARED BY Public Works Les Burshten ORIGINATING DEPARTMENT STAFF AUTHOR COUNCIL ACTION REQUEST Consider approval of a ground lease agreement with Zayo Group, LLC for installation of a fiber optic line and equipment at the Grange Water Tower Site, STAFF RECOMMENDATION Approve the site lease agreement with Zayo Group, LLC. BU DGET IMPLICATIO ADVISORY COMMISSION ACTION ❑ PLANNING ❑ PUBLIC SAFETY ❑ PUBLIC WORKS ❑ PARKS AND RECREATION ❑ HUMAN SERVICES /RIGHTS ❑ ECONOMIC DEV. AUTHORITY SUPPORTING DOCUMENTS DATE REVIEWED APPROVED DENIED ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ® MEMO /LETTER: Robert Vose, Assistant City Attorney, 5/11/11 ❑ RESOLUTION: ❑ ORDINANCE: ❑ ENGINEERING RECOMMENDATION: ❑ LEGAL RECOMMENDATION: ® OTHER: Ground Lease Agreement with Zayo Group, LLC ADMINISTRATORS COMMENTS Citv Administrator Date COUNCIL ACTION TAKEN: ❑ APPROVED ❑ DENIED ❑ OTHER MEMORANDUM TO: Honorable Mayor and City Council FROM: Robert Vose, Assistant City Attorney Kennedy & Graven, Chartered DATE: May 11, 2011 RE: Lease of space adjacent to City Water Tower; 8193 Grange Blvd Zayo Group, LLC We have negotiated a lease with Zayo permitting installation of a new fiber line and associated equipment in a 3'x4' (12 square feet) area adjacent to the water tower to serve an existing wireless tenant (T- Mobile) on the tower. The lease provides for annual rent of $400 per month, inflated annually by 3 %. In other respects, the lease is generally consistent with leases previously approved by the Council. The company has agreed to reimburse the City's expenses in relation to negotiating the lease. We recommend approval of the lease. CT160 -112 386210 RJV CT160 -149 Site Name: _Cottage Grove (GROUND ONLY) Site #: _2010- 0082 /AI 00045A (GROUND ONLY) COMMUNICATIONS SITE LEASE AGREEMENT (Ground Space Only) This Communications Site Lease Agreement ( "Agreement "), dated this _ day of 2011, for reference purposes only, is entered into between Zayo Group, LLC., a Delaware limited liability company, and its affiliates and subsidiaries ( "ZAYO "), with an address of 400 Centenial Parkway, Suite 200, Louisville, CO 80027 ( "Lessee "), and the City of Cottage Grove, a Minnesota municipal corporation ( "Lessor "). For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Premises Lessor is the owner of a parcel of land located in the City of Cottage Grove, County of Washington, State of Minnesota, more commonly known as 8193 Grange Blvd., Cottage Grove, MN 55016 (the "Property"). The Property is more particularly described in Exhibit A annexed hereto. Lessor hereby leases to Lessee and Lessee leases from Lessor, approximately 3'x4' (_I2__ square feet of the Property and all access and utility rights-of-way, if any, (collectively, the "Premises ") as described in Exhibit B annexed hereto. 2. Use. The Premises may be used by Lessee to install certain cables, lines, equipment, and facilities (the "Facilities" or "Lessee Facilities ") as described in Exhibit C annexed hereto. The Facilities shall be in furtherance of Tenant's provision of a backhaul network from wireless antennas and equipment located on and adjacent to the City water tower located on the Propery to the wireless carriers' switches. Tenant will not provide wireless communications services to end -user customers and shall not install wireless antennas or facilities on the Premises for such purposes. Lessor agrees to cooperate with Lessee, at Lessee's expense, in making application for and obtaining all licenses, permits and any and all other necessary approvals that may be required for Lessee's intended use of the Premises. 3. Tests and Construction Lessee shall have the right at any time following the full execution of this Agreement to enter upon the Property for the purpose of making appropriate engineering and boundary surveys, inspections, soil test borings, other reasonably necessary tests and constructing the Lessee Facilities. Upon Lessee's request, Lessor agrees to provide promptly to Lessee copies of all plans, specifications, surveys and maps for the Property, if available. 4. Term. The initial term of this Agreement shall be three (3) years commencing on the date noted above ( "Commencement Date ") and terminating on the last day of the month in which the third anniversary of the Commencement Date occurs (the "Initial Term") unless otherwise terminated as provided in this Agreement. Lessee shall have the right to extend the Term for four (4) successive three (3) year periods (the "Renewal Terms ") on the same terms and conditions as set forth herein. This Agreement shall automatically be extended for each successive Renewal Term unless Lessee notifies Lessor of its intention not to renew prior to commencement of the succeeding Renewal Term, 5. Rent. Within 15 days of the Commencement Date and on the first day of each month thereafter, Lessee shall pay to Lessor as rent Four Hundred and 00 /100 DOLLARS ($ 400.00) per month ( "Rent "). On the first day of the month in which the anniversary of the Commencement Date occurs, and upon each anniversary thereafter, Rent shall be increased by three percent (3 0 /.) over the rate in effect on the last day of the month prior to the anniversary of the Commencement Date. Rent for any fractional month at the beginning or at the end of the Term or Renewal Term shall be prorated. Rent shall be payable to at the following address: : Attention: 6. Facilities; Utilities; Access (a) Lessee has the right to erect, maintain and operate the Facilities on the Premises including underground,mility lines, transmission lines, air conditioned equipment shelter(s), a standby power generator, and electronic equipment to support telecommunications services provided by other parties. Lessee does not have the right to erect, maintain or operate radio transmitting and receiving antennas or supporting equipment or structures such as an antenna tower on the Premises unless the parties hereto execute a corresponding written amendment to this Agreement granting such rights. In connection therewith, Lessee has the right to do all work necessary to prepare, maintain and alter the Premises to install and operate the Facilities. All of Lessee's construction and installation work shall be performed at Lessee's sole cost and expense and in a good and workmanlike manner. Title to the Lessee Facilities shall be held by Lessee. All of Lessee Facilities shall remain Lessee's personal property and are not fixtures. Lessee has the right to remove all Lessee Facilities at its sole expense on or before the expiration or earlier termination of the Agreement; provided, Lessee repairs any damage to the Premises caused by such removal. Upon termination of this Agreement, Lessee shall not be required to remove any foundation more than three (3) feet below grade level. Lessor grants Lessee the right to clear all trees, undergrowth, or other obstructions and to trim, cut, and keep trimmed and cut all tree limbs which may interfere with or fall upon the Lessee Facilities or Premises. (b) Lessee shall pay for the electricity it consumes in its operations at the rate charged by the servicing utility company. Lessee shall have the right to draw electricity, teleo and other utilities from the existing utilities on the Property or obtain separate utility service from any utility company that will provide service to the Property (including a portable power generator for emergency purposes only). Lessor agrees to sign such documents as may be reasonably required by said utility companies to provide such service to the Premises, including the grant to the servicing utility company at no cost to the Lessee, of a right -of -way in, over, across or through the Property as required by such servicing utility company to provide utility services as provided herein. Any right -of -way necessary for such power or other utilities will be at a location acceptable to Lessor and the servicing utility company. TTM Ground Lease 384020 RJV CT160 -149 Site Name: _Cottage Grove (GROUND ONLY) Site #: _2010 - 0082 /Al00045A (GROUND ONLY) (c) Lessee, Lessee's employees, agents, subcontractors, lenders and invitees shall have access to the Premises without notice to Lessor twenty-four (24) hours a day, seven (7) days a week, at no charge. Lessor grants to Lessee, and its agents, employees, contractors, guests and invitees, a non - exclusive right to pedestrian and vehicular ingress and egress across that portion of the Property described in Exhibit B. (d) Lessor 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. Lessor shall be responsible for maintaining and repairing such roadway, at its sole expense, except for any damage caused by Lessee's use of such roadways. 7. Interference Lessee shall operate the Lessee Facilities in compliance with all Federal Communications Commission ( "FCC ") requirements. Lessor shall not use, nor shall Lessor permit its lessees, licensees, invitees or agents to use the Premises in any way which interferes with Lessee's operations on the Premises. Such interference shall be deemed a material breach of this Agreement by Lessor and Lessor shall have the responsibility to terminate said interference. In the event any such interference does not cease or is not promptly rectified, Lessor acknowledges that Lessee shall have the right, in addition to any other rights that it may have at law or in equity, to bring action to enjoin such interference or to terminate this Agreement immediately upon notice to Lessor. S. Taxes. If personal property taxes are assessed, Lessee shall pay any portion of such taxes directly attributable to the Lessee Facilities. Lessor shall pay all real property taxes, assessments and deferred taxes on the Property. Lessor agrees to provide to Lessee a copy of any notice, assessment or billing relating to any personal property taxes for which Lessee is responsible under this Agreement within thirty (30) days of receipt of same by Lessor. Lessee shall have no obligation to make payment of any personal property taxes until Lessee has received notice, assessment or billing relating to such payment in accordance herewith. Lessee shall have the right, at its sole option, and at its sole cost and expense, to appeal challenge or seek modification of any personal property tax assessment or billing for which Lessee is wholly or partly responsible for payment under this Agreement. Lessor shall reasonably cooperate with Lessee in filing, prosecuting and perfecting any appeal or challenge to personal property taxes as set forth herein, including but not limited to executing consent to appeal or other similar document. 9. Waiver of Liens (a) Lessor waives any lien rights it may have concerning the Lessee Facilities which are deemed Lessee's personal property and not fixtures, and Lessee has the right to remove the same at any time without Lessor's consent. (b) Lessor acknowledges that Lessee has entered into a financing arrangement including promissory notes and financial and security agreements for the financing of the Lessee Facilities (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 removed at any time without recourse to legal proceedings. (e) In the event Lessee retains or contracts with any third party to provide engineering or survey services, or perform any inspections, soil borings or other site tests on the Premises, Lessee shall ensure that any liens filed by such party are released within 30 days. 10. Termination /Expiration (a) This Agreement may be terminated without further liability as follows: (i) on thirty (30) days prior written notice by either party upon a default of any covenant or term hereof by the other parry, which default is not cured within sixty (60) days of receipt of written notice of default, provided that the grace period for any monetary default is ten (10) days from receipt of written notice; or (ii) by Lessee for any reason or for no reason, provided Lessee delivers written notice of early termination to Lessor no later than thirty (30) days prior to the Commencement Date; or (iii) on thirty (30) days prior written notice by Lessee if it does not obtain or maintain any license, permit or other approval necessary for the construction and operation of Lessee Facilities; or (iv) on thirty (30) days prior written notice by Lessee if Lessee is unable to occupy and utilize the Premises due to an action of the FCC, including without limitation, a take back of channels or change in frequencies . (b) In the event that this Agreement is terminated or not renewed, Lessee shall have ninety (90) days from the termination or expiration date to remove Lessee Facilities from the Premises and repair and restore the site, reasonable wear and tear excepted. Prior to construction, Lessee shall provide a performance bond, letter of credit or other form of security to Lessor in the amount of Five Hundred and 00 /100 Dollars (5500) as security for removal of Lessee Facilities and restoration of the Premises. In the event Lessee fails to timely remove its equipment and restore the Premises to its original condition, reasonable wear and tear and casualty excepted, Lessor may, after reasonable notice to the surety, perform the removal and restoration and draw upon the performance bond or other security the amount of any loss, damage, or expense incurred or suffered as a result thereof. Any unused portion of the performance bond or security shall be reimbursed to Lessee. 11. Destruction or Condemnation If the Premises or Lessee Facilities are damaged, destroyed, condemned or transferred in lieu of condemnation, Lessee 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 Lessor no more than forty -five (45) days following the date of such damage, destruction, condemnation or transfer in lieu of condemnation. If Lessee 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. TTM Ground Lease 2 384020 RTV M60 -149 Site Name: Cottage Grove (GROUND ONLY) Site #: _2010- _0082 /Al00045A (GROUND ONLY) 12. Insurance Lessee, at Lessee's sole cost and expense, shall procure and maintain on the Premises and on the Lessee Facilities, bodily injury and property damage insurance 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 liability of Lessee, its employees and agents arising out of or in connection with Lessee's use of the Premises, all as provided for herein. Lessor shall be named as an additional insured on Lessee's policy. Lessee shall provide to Lessor a certificate of insurance evidencing the coverage required by this paragraph within thirty (30) days of the Commencement Date. Lessor shall procure and maintain insurance coverage equaling or exceeding its tort liability caps under Minnesota Statutes, Chapter 466. 13. Waiver of Subrogation Lessor and Lessee release each other and their respective principals, employees, representatives and agents, from any claims for damage to any person or to the Premises or to the Lessee Facilities thereon caused by, or that result from, risks insured against under any insurance policies carried by the parties and in force at the time of any such damage. Lessor and Lessee shall cause each insurance policy obtained by them to provide that the insurance company waives all right of recovery by way of subrogation against the other in connection with any damage covered by any policy. Neither Lessor nor Lessee shall be liable to the other for any damage caused by fire or any of the risks insured against under any insurance policy required by Paragraph 12. 14. Assignment and Subletting Lessee may not assign, or otherwise transfer all or any part of its interest in this Agreement or in the Premises without the prior written consent of Lessor; which shall not be unreasonably withheld, conditioned or delayed, 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 Agreement as set forth in Paragraph 9 above. Lessor may assign this Agreement 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 9 above. Notwithstanding anything to the contrary contained in this Agreement, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its interest in this Agreement to any financing entity, or agent on behalf of any financing entity to 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 15. Warranty of Title and Ouiet Enioyment Lessor warrants that: (i) Lessor owns the Property in fee simple and has rights of access thereto; and (ii) Lessee's intended use of the Premises as a site for the construction, maintenance and operation of the Lessee Facilities is not prohibited by any covenants, restrictions, reciprocal easements, servitudes, subdivision rules or regulations; (iii) there are no liens, encumbrances and restrictions on the Property that will interfere with or constructively prohibit Lessee's intended use of the Premises; (iv) Lessor has full right and authority to make and perform this Agreement, and execution of such Agreement will not cause a breach or an event of default of any other agreement to which Lessor is a party; (v) no additional ground lease, easement or consent is required from any third party for use of, or access to, the Property and (vi) Lessor covenants and agrees with Lessee that upon Lessee paying the Rent and observing and performing all the terms, covenants and conditions on Lessee's part to be observed and performed, Lessee may peacefully and quietly enjoy the Premises. Lessor agrees to indemnify and hold harmless Lessee from any and all claims on Lessee's leasehold interest. 16. Repairs and Maintenance Lessor will be responsible for general upkeep and maintenance of the Property, including weed and brush control, and shall at all times keep and maintain the Property in a neat, tenantable, and safe condition, and in compliance with all laws and regulations and this Agreement. Lessee shall not be required to make any repairs to the Premises or Property unless such repairs shall be necessitated by reason of the default or neglect of Lessee. Except as set forth in Paragraph 6(a) above, upon expiration or termination hereof, Lessee shall restore the Premises to the condition in which it existed upon execution hereof, reasonable wear and tear and loss by casualty or other causes beyond Lessee's control excepted. 17. Hazardous Substances. Lessee agrees that it will not use, generate, store or dispose of any Hazardous Material on, under, about or within the Property 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 Property 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 Property 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 Property 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 Agreement. 18. Liabilitv and Indemnity Except for liability due to a party's gross negligence or willful misconduct, neither party shall be liable to the other party for any punitive, special, indirect or consequential damages or lost revenues, rent or profits arising out of this Agreement, even if the parties have been informed of the possibility of such damages. Lessee shall indemnify and hold Lessor harmless from all claims (including attorneys' fees, costs and expenses of defending against such claims) arising from the negligence or willful misconduct of Lessee or Lessee's agents or employees in or about the Property. Lessor shall indemnify and hold Lessee harmless from all claims (including attorneys' fees, costs and expenses of defending against such claims) arising or alleged to arise from the acts or omissions of Lessor or Lessor's agents, employees, licensees, invitees, contractors or other tenants occurring in or about the Property. The duties described in Paragraph 18 survive termination of this Agreement. TTM Ground Lease 3 384020 RN CT160 -149 Site Name: _Cottage Grove (GROUND ONLY) Site #: _2010- 0082 /Al00045A (GROUND ONLY) 19. Miscellaneous (a) This Agreement constitutes the entire agreement and understanding between the parries, and supersedes all offers, negotiations and other agreements concerning the subject matter contained herein. Any amendments to this Agreement must be in writing and executed by both parties. (b) If any provision of this 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. (e) This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. (d) Whenever in this Agreement it shall be required or permitted that notice or demand be given or served by either party to this Agreement, such notice or demand shall be given or served in writing and sent to Lessor at the address set forth and to Lessee as follows: If to Lessor: If to Lessee: City of Cottage Grove Za o Group, LLC 7516 80` Street 400 Centenial Parkway, Cottage Grove, MN 55016-3195 Suite 200 Attn: City Clerk Louisville, CO 80027, WA 98103 Attn: General Counsel With a Copy To: With a Copy To: Zayo Group, LLC 400 Centenial Parkway Suite 200 Louisville, CO 80027 Attn: Lease Administrator All such notices shall be sent by certified or registered mail and in such case shall be effective as of the date such mailing is deposited or by reputable overnight courier, and in such case shall be effective one (1) day after the date of mailing. Any such address may be changed from time to time by either party serving notices as above provided. (e) This Agreement shall be governed by the laws of the State in which the Property is located. (f) Lessor acknowledges that a Memorandum of Agreement in the form annexed hereto as Exhibit D may be recorded by Lessee in the official records of the County where the Property is located. Lessor agrees to sign all necessary and appropriate documents to facilitate the filing of the Memorandum of Agreement. In the event the Property is encumbered by a mortgage or deed of trust, Lessor agrees to obtain and famish to Lessee a non - disturbance and attomment instrument for each such mortgage or deed of trust. (g) Lessee may obtain title insurance on its interest in the Premises. Lessor shall cooperate by executing documentation required by the title insurance company. (h) In any case where the approval or consent of one party hereto is required, requested or otherwise to be given under this Agreement, such party shall not unreasonably condition, delay or withhold its approval or consent. (i) All Riders and Exhibits annexed hereto form material parts of this Agreement. 0) This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original. (k) The parties hereto agree that in the event it becomes necessary for any party to defend or institute legal proceedings as a result of the failure of either parry to comply with the terms, covenants, agreements, and/or conditions of this Agreement, it is understood and agreed upon that the prevailing parry in such litigation shall be entitled to be reimbursed for all costs incurred or expended in connection therewith, including, but not limited to, reasonable attorney's fees, including appellate fees, and court costs in an amount not to exceed $10,000.00. TTM Ground Lease 384020 RJV CTI60 -149 Site Name: _Cottage Grove (GROUND ONLY) Site #: _2010- 0082W00045A (GROUND ONLY) (1) At the time of signing this Agreement, Lessee shall pay Lessor a one -time, non - recurring and non - refundable payment of Two Thousand and no /100 Dollars ($2,000.00), to reimburse the City's for costs associated with reviewing Lessee's site proposal and this Agreement. [SIGNATURES APPEAR ON NEXT PAGE] TIM Ground Lease 384020 RJV CT160 -149 Site Name: _Cottage Grove (GROUND ONLY) Site #: _2010- 0082 /AI00045A (GROUND ONLY) IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. LESSOR By: Name: Title: Date: LESSEE: Zayo Group, LLC By: Name: Title: Date: TTM Ground Lease 384020 RJV CT160 -149 Site Name: _Cottage Grove (GROUND ONLY) Site #: _2010- 0082 /AI00045A (GROUND ONLY) EXHIBIT A DESCRIPTION OF PROPERTY to the Communications Site Lease Agreement dated , 2011, by and between City of Cottage Grove, MN as Lessor, and Zayo Group, LLC, as Lessee. The Property is described and/or depicted as follows (metes and bound description): ui7A BSCRlFTi'OXg7F OWNER 'S'MOPERTYf Real pro" located in Washington County, Minnesota and moat partic+alarty described as fuilowx: Lot t, Block 7, Thompson G,r we I' Addition Tax parcel identtP'ieatiort #: 294904800 TTM Ground Lease 384020 RJV CT160 -149 Site Name: _Cottage Grove (GROUND ONLY) Site #: 2010- 0082/AI00045A (GROUND ONLY) EXHIBIT B DESCRIPTION OF PREMISES to the Communications Site Lease Agreement dated 2011, by and between _City of Cottage Grove, _.. , as Lessor, and Zayo Group, LLC, as Lessee. Notes: 1. This Exhibit may be replaced by a land survey of the Premises agreeable to Lessor and Lessee. 2. Setback of the Premises from the Property's boundaries shall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. TTM Ground Lease 384020 PJV CT160 -149 The Premises are described and/or depicted as follows: Site Name: _Cottage Grove (GROUND ONLY) Site #: 2010 - 0082 /AI00045A (GROUND ONLY) EXHIBIT C DESCRIPTION OF FACILITIES f' L& 3R MEW TOE 661EVC= PA r n d'-M. VLY. ur. CF LEE ns[ u 0.Wd'AA 1 AK OF DM SERMBE WM -! EEFt M. V-6. -- 1S Y' NC �Yl C45robi 3 � � 5 EMS NU CpYPFLEb AWES: 1. ISP CCMbCM1N 19 W SR'MM BPv6 CVNI&w9CR Y. 53 AFL4 MhIMRd £RYNET S TO N]4 11b14'L MAIYY1Nkk wu rW flISTF4W w. MMdFTr`R 1} 4i[ tNIFEYS 4 IAR°bMR$ i4k CCkOUP %CU1kM0 YJ VEBET POST MOUNTED DEMARCATION TYPICAL TRFNCH DEFAIL (C 0 &NF wFR l [F E 2,a PE IVIES: WIBI tm FlIIIM N eLE [91H WR I _ 3• e• GYIftP }$ N]t fN1.81E EI'0M t. =1 4'OEIkBIS A46 NRYAM TEE Mn RBR C�Etoffl stcof rBE wam 4 AV F1 s4E ar u�+ wti Rou. EFTiC54iE F F45&L 30E N Nff P« MI) CONDUIT ENTRY INTO EXISTING ENCLOSURE I TYPICAL GROUNDING OEM TIM Ground Lease 384020 RJV CT160 -149 TYPICAI. RISER EMIL i LwE M VMETa iFf k VFW BIId,FE tllNfl•A 6oR A} aenu2wrrrx o[IBYx _ WE Wd W EJaE510 KU 0 IFRMM IN Site Name: Cottage Grove (GROUND ONLY) Site #: _2010- _0082 /AI00045A (GROUND ONLY) EXHIBIT C (Continued) DESCRIPTION OF FACILITIES TTM Ground Lease 10 384020 RJV CT160.149 Site Name: _Cottage Grove (GROUND ONLY) Site #: _2010- 00821M00045A (GROUND ONLY) EXHIBIT C (Continued) DESCRIPTION OF FACILITIES TTM Ground Lease I 1 384020 RSV CT160 -149 SERVING POLE Site Name: Cottage Grove (GROUND ONLY) Site #: _2010- _0082 /Al00045A (GROUND ONLY) EXHIBIT D MEMORANDUM OF AGREEMENT CLERK: Please return this document to: Zayo Group, LLC 400 Centenial Parkway Suite 200 Louisville, CO 80027 Attn: Lease Administrator This Memorandum of Agreement is entered into on this day of 2011, by and between with an office at (hereinafter referred to as "Lessor ") and Zayo Group, LLC a Delaware corporation, with an office at 400 Centenial Parkway, Suite 200 Louisville, CO 80027 (hereinafter referred to as "Lessee "). 1. Lessor and Lessee entered into a Communications Site Lease Agreement ( "Agreement") on the day of 2011, for the purpose of installing, operating and maintaining a radio communications facility and other improvements. All of the foregoing are set forth in the Agreement. 1 The initial term of the Agreement shall be three (3) years commencing on the first day of the month following the earlier of (a) the start of construction of the Lessee Facilities, or (b) one hundred and twenty (120) days after full execution of the Agreement ( "Commencement Date ") and terminating on the last day of the month in which the third anniversary of the Commencement Date occurs (the "Initial Term ") with four (4) additional three (3) year options to renew, unless otherwise terminated as provided in the Agreement. 3. The Property which is the subject of the Agreement is described in Exhibit A annexed hereto. The portion of the Property being leased to Lessee (the "Premises ") is described in Exhibit B annexed hereto. IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the day and year first above written. LESSOR: LESSEE: By: EXHIBIT ONLY DO NOT EXECUTE By: EXHIBIT ONLY DO NOT EXECUTE Name: Name: Title: Title: Date: Date: TIM Ground Lease 12 384020 RJV CT160 -149 Site Name: _Cottage Grove (GROUND ONLY) Site #: _2010 - 0082 /Al00045A (GROUND ONLY) STATE OF COUNTY OF On , before me, Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Notary Public My commission expires: STATE OF WASHINGTON COUNTY OF KING On 200 before me, I Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public My commission expires: (SEAL) TTM Ground Lease 13 384020 RJV CT160.149