RES 2017-42 Adopted With T-Mobile South Atomic Road Water Tank Agreement RESOLUTION NO. 2017-42
AUTHORIZING A WATER TANK ATTACHMENT LEASE AGREEMENT
BETWEEN THE CITY OF NORTH AUGUSTA AND
T-MOBILE SOUTH, LLC
FOR THE ATOMIC ROAD WATER TANK
WHEREAS, the City of North Augusta desires to lease to T-Mobile South,
LLC., certain space upon the City's Atomic Road water tank upon which T-Mobile has
certain antennae, other equipment, and related devices, and to lease ground space used
exclusively to house T-Mobile's equipment; and
WHEREAS, T-Mobile desires to lease from the City certain space on the
City's Atomic Road water tank and ground space for T-Mobile's equipment.
NOW THEREFORE BE IT RESOLVED that the Mayor and City Council
for the City of North Augusta in meeting duly assembled and by the authority thereof,
hereby authorize the attached Water Tank Attachment Lease Agreement between the City
and T-Mobile South, LLC. for the Atomic Road water tank.
BE IT FURTHER RESOLVED, that the City Administrator is authorized to
sign the agreement on behalf of the City and to sign all other documents relating thereto.
DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY
CO/CIL OF THE ITY 0 NORTH AUGUSTA, SOUTH CAROLINA, ON THIS
DAY OF , 2017.
/a/v/A/d,
Robert A. Pettit, Mayor
ATTEST:
-Dorb'" __ .
Donna B. Young, C ty Cle
WATER TANK SITE LEASE AGREEMENT
BETWEEN THE CITY OF NORTH AUGUSTA
AND T-MOBILE SOUTH LLC
THIS LEASE AGREEMENT (Agreement") is executed this )d 'day of
`T1JA-4-0 --, 2017, between the City of North Augusta, South Carolina, a municipal
corporation, hereinafter designated as ("Lessor") and T-Mobile South LLC, a Delaware limited
liability company, hereinafter designated ("Lessee").
WHEREAS, Lessor desires to Lease to Lessee certain space upon a Water Tank owned
by Lessor upon which Lessee has certain antennas, other equipment, and related devices, and to
continue Lease of Ground Space for the housing of Lessee's equipment.
NOW THEREFORE, for and in consideration of the terms and mutual promises herein
contained and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Lessor and Lessee agree as follows:
1. Property Description
a. Lessor is the owner of the real property located at 1040 Atomic Road, North Augusta,
South Carolina 29841, (hereinafter called the "Property"). The Property includes the
premises which are comprised of approximately ten thousand eighteen (10,018) square
feet. The Lessee is hereby granted non-exclusive use of five hundred (500) square feet of
Ground Space, made part hereof, (the "Ground Equipment Area") as described and/or
depicted in Exhibit "A" and the non-exclusive use of the Lessor's Water Tank located on
the Property as described and/or depicted on Exhibit "B" attached hereto and made part
hereof.
2. Property Use
a. Lessee is hereby granted the non-exclusive right to install, maintain, operate, remove and
replace its Wireless Communications Equipment and appurtenances on the Lessor's
Property and Water Tank.
b. The primary purpose of the Property is for the operation of a water storage tank and such
other operations of the Lessor's Public Utilities Department.
c. The Lessee understands and agrees that the Lessor's use of the Property shall have
priority and the Lessee shall make necessary accommodations to permit the Lessor's uses
of the Property to operate safely and efficiently.
d. Any modifications to the Ground Equipment Area and/or the Water Tank, such as, but
not limited to an increase in the size, number, color, or noise output of shelters, cabinets,
cables, antennae and/or expansion of the same shall require an amendment to this Lease
and Lessee's prior written approval from Lessor.
1
Site Name: Atomic Road
Site Number: 9AT0548A
e. Notwithstanding the above, exchange of like-kind equipment on the Water Tank and
Ground Equipment Area shall not require approval of the Lessor unless such exchange
results in increased noise output, other appreciable impact, or potential health or safety
impact.
f. Lessee shall be responsible for all necessary utility service connections for its equipment
and shall be solely responsible for all costs and expenses related to connection,
disconnection, consumption and use of any utility service.
g. Lessee shall have the right to install and maintain underground utility wires, cables,
conduits, and pipes along the Property to the Ground Equipment Area.
h. Lessee shall be granted a non-exclusive right of way for ingress and egress over the
Property to the Ground Equipment Area and the Water Tank Equipment, seven (7) days a
week twenty-four(24) hours a day.
i. Notwithstanding the rights granted Lessor shall have the sole and exclusive right to lease
any portion of the remainder of the Property, including but not limited to the Water Tank,
to other Lessees, including but not limited to other telecommunications companies that
may wish to collocate their equipment on the property.
j. Lessee shall not take any action with respect to the remainder of the Property or its
equipment installed on the Water Tank or Property that would hinder collocation by any
other telecommunications provider(s).
k. Lessor shall not be required to alter the Water Tank, the Premises, or the Property to
accommodate Lessee's operation of its Communication Facility.
1. Lessee shall comply with all present and future rules and regulations imposed by any
local, state, or federal authority having jurisdiction over transmissions and operations
involved in the wireless communications systems and equipment.
3. Initial Term
a. The initial term of this Lease shall be for a period of five (5)years commencing on July 1,
2017 ("commencement date") and expiring on June 30, 2022 ("initial term").
b. Upon the commencement of this Lease the Lessee shall pay the Lessor rent payments in
the amount of Three Thousand and No/100 Dollars ($3,000.00) per month. Lessee shall
deliver rent to Lessor at the address specified in section 3 (c), or by electronic wire
transfer. The first payment shall be due within twenty (20) business days after the
Commencement Date. Subsequent rent shall be payable by the fifth day of each month.
Each year thereafter the Lessee shall pay an increase rent an amount equal to the previous
year,plus three percent (3%).
2
Site Name: Atomic Road
Site Number: 9AT0548A
b. All Rent Payments shall be made payable to "City of North Augusta", and delivered to
the Attention of City Clerk, PO Box 6400,North Augusta, SC 29861-6400.
4. Renewal Term
a. The initial term shall automatically renew for three (3) successive renewal terms of five
(5) years each (each a "renewal term"), under the same terms and conditions including a
3% escalation over previous years rent. This agreement may be terminated by either party
by giving to the other written notice of its intention to so terminate at least one hundred
eighty(180) days prior to the end of such term.
c. Upon the expiration of the final renewal term, Lessee shall have the right to continue
occupying the premises, and the terms and conditions of the lease shall automatically
extend for successive one (1) year periods each an extended period. Rent shall include a
3% escalation over previous years rent. Lessor or Lessee may terminate the renewal of
any extended period by delivery of notice at least six (6) months prior to the end of the
then current extended period.
5. Default
a. If either party shall fail or neglect to keep and perform each and every one of the
conditions and agreements contained herein, and such failure or neglect is not remedied
within thirty (30) days after written notice from the other party specifying such failure or
neglect, then such party shall be deemed to be in default under this agreement.
b. In the event that either party shall fail to cure the default after notice given as set forth
above, then the other party may pursue any legal remedy available to cure the default
and/or may terminate this Agreement. No default if either party shall be deemed complete
unless at the time the other party seeks to take any action based upon such alleged default,
the same shall remain uncured.
c. The Lessee shall be deemed in default under this Agreement if rent payment is not paid
within forty five (45) days of the due date.
d. In addition to, and not in substitution for, any other remedy for a default under this
Agreement in the case of an emergency or urgent matter affecting the public health,
safety, or welfare, Lessor may take immediate action to remedy the default and the cost of
such remedy shall be borne by the Lessee.
e. The substantially prevailing party in any litigation arising hereunder shall be entitled to its
reasonable attorney's fees and court costs, including appeals, if any.
3
Site Name: Atomic Road
Site Number: 9AT0548A
6. Termination of Lease Agreement.
Except as otherwise provided herein, this Lease may be terminated without any penalty or
further liability upon written notice as follows:
a. By Lessee upon six (6) months' advance written notice to Lessor in the event that Lessee
is unable to continue to use the property for technical reasons including the property
being unacceptable as part of Lessee's network design.
b. Nothing contained in this Lease requires the Lessor to continue to operate or maintain the
tank, and this Lease remains effective only so long as the Lessor operates and maintains
such tank structure. In the event the Lessor at any time determines, at its sole discretion,
to discontinue the use of the Water Tank which is the subject of this lease, then and in
such event the Lessor may upon one (1)year's notice terminate this lease.
c. That continued maintenance and/or operation of Lessee's Communication Equipment on
the Property is contrary to the public, safety, health, or welfare.
7. Removal of Lessee's Equipment
a. Prior to the expiration of any Lease Term under this Agreement, or any earlier
termination of this Agreement, Lessee shall at its own cost and expense, remove from the
Water Tank, and the Property its Communications Equipment and other property on the
Premises, and restore the Property to its condition existing on the commencement date.
b. If Lessee's Communications Equipment or other property remains on the Property after
expiration of any Lease Term or any earlier termination of this Agreement, Lessee shall
pay an amount to the Lessor equivalent to Rent at the last existing rate until such time as
the removal of said property is completed or declared to be forfeited.
c. Lessor may, by written notice to Lessee, declare all such property and equipment of
Lessee to be forfeited, and Lessor may retain or dispose of such property and equipment
as it deems fit, without further responsibility of Lessee. Such forfeiture of property and
equipment shall not relieve Lessee of its responsibility for any damages to the Property
caused by Lessee's use of the Property or operation of its Communications Equipment,
nor relieve Lessee of its responsibility to pay any outstanding rent.
8. Insurance.
a. During the initial term and all renewal terms, Lessee shall obtain and maintain, at their
own expense, a policy of commercial general liability insurance with bodily injury limits
of $1,000,000 for injury or death to one (1) person, $2,000,000 per occurrence and
property damage insurance with a limit of $1,000,000 or $3,000,000 combined single
limit coverage for bodily injury and property damage.
4
Site Name: Atomic Road
Site Number: 9AT0548A
b. Lessee may satisfy the limits required in this section with the combination of primary and
excess/umbrella liability insurance policies naming the Lessor as additional insured.
c. Lessee shall provide Lessor with a certificate of insurance showing the Lessor named as
an additional insured on said commercial general liability insurance.
d. Lessee during the initial term and all renewal terms shall obtain and maintain Workers
Compensation and Employers Liability Policy with limits meeting statutory mandates
with a minimum of$500,000 for bodily injury.
e. Lessee shall report to Lessor in writing with twenty-four (24) hours any accident or
incident related to services performed under this Agreement which involves injury or
property damage which may result in the filing of a claim or lawsuit against Lessee or
Lessor.
f. Lessee shall report to Lessor any third party claim or lawsuit filed against Lessee arising
from or related to services performed by Lessee under this Agreement.
9. Subrogation.
a. In General. All insurance policies required under this Lease shall, if possible, contain a
waiver of subrogation provision under the terms of which the insurance carrier waives all
of its rights to proceed against Lessor or Lessee, as the case may be. If waivers of
subrogation are obtained, the party procuring such insurance shall use its best efforts to
obtain a certificate of insurance which notes the waiver of subrogation and a copy of the
insurance policy endorsement which evidenced the insurance carrier's assent to the waiver
of subrogation.
b. Mutual Release. Lessor and Lessee each release the other and their respective
representatives from any claims by them or any one claiming through or under them by
way of subrogation or otherwise for damages to any person or to the Property and to the
fixtures, personal property, improvements, and alterations in or on the Property that are
caused by or result from risks insured against under any insurance policy carried by them
and required by this Lease; provided that, such releases shall be effective only if and to
the extent that the same do not diminish or adversely affect the coverage under such
insurance policies.
10. Destruction of Premises.
a. In the event the Premises and/or Water Tank is damaged or destroyed by fire, wind, flood
or other natural or manmade cause, the Lessor shall have the option to repair or replace
the Premises or to terminate this Lease effective on the date of such damage or
destruction. If the Lessor elects to repair or replace the Premises, until such repair or
replacement is completed, and during such time the Lessee is unable to utilize the
Property, Lessee shall be entitled to the pro-rata reimbursement of any rent prepaid by
5
Site Name: Atomic Road
Site Number: 9AT0548A
Lessee. If the Lessor undertakes such repair or replacement, but cannot complete the same
within one hundred eighty days (180) days after the damage occurred, Lessee may
terminate this Lease upon thirty (30) days written notice and have no further obligations
hereunder. In the event the Lessor elects to terminate the Lease, Lessee shall have no
further obligations hereunder.
b. In the event the Water Tank is damaged by Lessee or its officers, agents, employees,
servants, or contractors, Lessor shall repair, restore or replace the tank, and, upon receipt
of written documentary evidence, Lessee shall pay to Lessor all costs incurred in cleaning
and/or repairing or replacing the Water Tank necessitated by said damage.
11. Environmental Compliance.
a. Lessor, to the best of its knowledge, warrants or represents that the Property, the
easement, and the improvements thereon are free of contaminants, oils, asbestos, radon,
hazardous substances, or wastes as defined by federal, state, or local environmental laws,
regulations, or administrative orders or other materials the removal of which is required
or the maintenance of which is prohibited, regulated, or penalized by any federal, state, or
local government authority("hazardous materials").
b. This Lease may, at the option of Lessee, be void and of no further force or effect if
hazardous materials are discovered to exist on the Property and Lessee shall be entitled to
a refund of all the consideration given Lessor under this Lease.
12. Accommodation of Other Carriers
Lessee acknowledges that other carriers may be potentially using the Property for similar
wireless communication use. Lessee agrees to timely cooperate with Lessor and such
third party users in order to maximize the potential use of the Property; however, such
cooperation shall not cause Lessee to encumber any expenses to permanently or
temporarily relocate Lessee's equipment.
13. Interference.
Both Lessor and Lessee recognize that the tank's primary purpose is to serve its function
within the Lessor's water distribution system. The rights of Lessee shall be protected from
interference from any third party whose equipment may be installed on the tank
subsequent to this lease. Lessee shall be responsible for curing any and all interference to
the operation of the Lessor's tank and communication systems equipment caused by the
operation of equipment owned by Lessee. In the event that such interference cannot be
eliminated or rectified within forty-eight (48) hours of the receipt of notice by Lessee
from Lessor of the existence of interference ("notice date"), Lessor shall require the party
causing the interference to disconnect utility service to their equipment until such time as
the interference can be eliminated or rectified. If said interference cannot be eliminated
6
Site Name: Atomic Road
Site Number: 9AT0548A
or rectified within thirty(30) days of the notice date, Lessor may require the party causing
the interference to immediately remove its equipment from the tank and the property.
14. Maintenance of Water Tank
a. Upon at least ninety (90) days written notice from Lessor, Lessee at its sole cost and
expense, shall make any necessary arrangements to either temporarily protect or remove
all or portions of its communications equipment on and adjacent to the Water Tank to
allow for Lessor's painting or other maintenance of the Water Tank. In the event of an
emergency, advance notice shall not be required.
b. If Lessee and Lessor agree that it is reasonable to keep all or any portion of the
communications equipment in place during such painting or other maintenance of the
Water Tank by Lessor, any additional expense of repainting, repairing, or maintaining the
Water Tank incurred by Lessor and caused by the presence of Lessee's communications
equipment shall be paid promptly by the Lessee to Lessor.
c. Should Lessor and Lessee agree that the scheduled maintenance or painting of the Water
Tank will prevent Lessee from using the water Tank for Lessee's Equipment, and it is
more reasonable for the Lessee to temporarily relocate rather than protect its
communications equipment in place, then at its own expense Lessee may install and
operate temporary equipment, including a Cell-on-Wheels, if a mutually acceptable
location on the Property is available subject to applicable laws, rule, and regulations then
in effect.
d. Notwithstanding anything to the contrary in this Agreement, Lessee shall have the
continuing right to access its Communication Equipment while Lessor performs
maintenance on or paints the Water Tank as long as the access does not interfere with the
Lessor's work or with the operation of the Water Tank.
15. Title and Quiet Enjoyment.
Lessor warrants that:
a. It has the full right,power, and authority to execute this Lease.
b. It has good and marketable title to the property and the easement free and clear of any
liens, encumbrances, or mortgages.
c. The property constitutes a legal lot that may be leased without the need for any
subdivision or platting approval.
d. Lessor further warrants that Lessee shall have the quiet enjoyment of the Property during
the term of this Lease.
7
Site Name: Atomic Road
Site Number: 9AT0548A
16. Successors and Assigns.
a. Lessee shall not sublease any portion of the Property or its Communication Facilities.
b. Lessee upon written approval of the Lessor shall have the right to assign, or otherwise
transfer this Agreement to its affiliates. Upon Lessor's approval of assignment or transfer
of Agreement the Lessee shall be relieved of all liabilities and obligations of the Lessor
and shall look solely to the transferee for performance under this agreement.
17. Miscellaneous.
a. This Lease constitutes the entire Agreement and understanding of Lessor and Lessee with
respect to the subject matter hereof, and supersedes all offers, negotiations, and other
agreements. There are no representations or understandings of any kind not set forth
herein. Any amendments to said Lease must be in writing and executed by Lessor and
Lessee.
b. Lessor agrees to cooperate with Lessee in executing any documents necessary to protect
Lessee's rights under this Lease or Lessee's use of the Property and to take any further
action which Lessee may reasonably require as to affect the intent of this Lease.
c. This Lease shall be construed in accordance with the laws of the state in which the
property is situated.
d. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the
remaining terms of this Lease, which shall continue in full force and effect.
e. Lessee may file in the county in which the Property and easement(s) are located a
Memorandum of Lease which sets forth the names and addresses of Lessor and Lessee,
the legal description of the Property and the easement(s), the duration of the initial term,
and the quantity and the duration of the renewal terms.
f. Lessor shall cooperate with Lessee's efforts to evaluate the tank and to comply with
governmental regulations affecting Lessee's use of the Property by providing information
about the tank, the tank's location, and prior filings made by Lessor with governmental
agencies.
g. This Lease may be executed in two or more counterparts, all of which shall be considered
one and the same agreement and shall become effective when one or more counterparts
have been signed by each of the parties, it being understood that all parties need not sign
the same counterpart.
h. Lessor hereby waives any and all lien rights it may have, statutory or otherwise, in and to
the antenna, equipment, and appurtenances or any portion thereof, regardless of whether
or not same is deemed real or personal property under applicable laws.
8
Site Name: Atomic Road
Site Number: 9AT0548A
i. Lessor will not assert any claim whatsoever against Lessee for loss of anticipatory profits
or any other indirect, special, incidental, or consequential damages incurred by Lessor as
a result of the construction, maintenance, operation, or use of the property or the
easement by Lessee. Notwithstanding the foregoing, Lessee shall remain responsible for
direct losses or damages attributable to Lessee's negligence or the negligent acts of
Lessee's employees.
18. Entire Agreement; No Oral Statements
It is agreed and understood that this Agreement contains all agreements, promises and
understandings between Lessor and Lessee and that no oral agreements, promises or
understandings shall be binding upon either Lessor or Lessee in any dispute, controversy
or proceedings at law, and any addition, variation or modification to this Agreement shall
be void and ineffective unless made in writing and signed by both parties.
19. Representation and Warranties
a. Lessee represents and warrants that all operations conducted by Lessee in connection with
the tank and the property, including the tank lighting systems, meet all applicable rules
and regulations of the Federal Communications Commission, Federal Aviation
Administration, and all applicable codes and regulations of the Lessor, county, and state
concerned. Lessee shall maintain its lighting systems, tank antenna, transmission lines,
equipment, and facilities in a proper operating and safe condition and shall comply with
all notice requirements of the Federal Aviation Administration regarding the failure,
malfunction, or repairs of the tank lighting systems.
b. Lessor shall comply with any requirements of any federal, state, local, or regulatory body
necessitated as a result of Lessor's equipment and/or its installation shall be the
responsibility of the Lessor.
20. Notices
All notices hereunder must be in writing and shall be deemed validly given if sent by
certified mail, return receipt requested, or if personally delivered or sent by next-business-
day delivery via a nationally recognized overnight carrier, to the following address(es) (or
other address that the party to be notified may designate to the sender by like notice):
Lessee: T-Mobile USA, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Attn: Property Manager/9AT0548A
Lessor: City Clerk
100 Georgia Avenue
North Augusta, SC 29841
9
Site Name: Atomic Road
Site Number: 9AT0548A
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Site Name: Atomic Road
Site Number: 9AT0548A
STATE OF SOUTH CAROLINA )
COUNTY OF AIKEN )
Personally appeared before me
and made oath that saw the within
sign, seal, and as act and deed, deliver the within Agreement, and that with
witnessed the execution thereof.
Sworn to before me this
day of , 2017.
Notary Public for
My Commission Expires
Personally appeared before me Diut _
and made oath that..51z— saw the within /0 Axe )c)vedt-
sign, seal, and as act and deed, deliver the within Agreement, and that 11-47-- with
ft-4- A. PQ witnessed the execution thereof.
Sworn to before me this 14) 2.11 jts
day of%-/-\'‘Ja-•-•—abe---. , 2017.
tc1.3.t_
Notary Public for
My Commission Expires
• 4141
15
Site Name: Atomic Road
Site Number: 9AT0548A
IN WITNESS WHEREOF, Lessor and Lessee have executed this Water Tank Site Lease
Agreement as of the date and year first above written.
LESSEE: T-MOBILE SOUTH LLC, A
DELAWARE LIMITED LIABILITY COMPANY
WITNESS: BY:
TITLE:
LESSOR: CITY 1, NORTH AUGUSTA,
SOUTH r
/ / /
WITNESS: BY: -
2.01A11 i mil! TITLE: '
zeiy-Ariwy„,
16
Site Name: Atomic Road
Site Number: 9AT0548A