Ordinance No. 16,047 ORDINANCE NO. 16,047
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A SITE LEASE AGREEMENT WITH CELLCO PARTNERSHIP
D/B/A VERIZON WIRELESS FOR THE MAINTENANCE OF ANTENNA
FACILITIES AT THE CITY OF BAYTOWN WATER TOWER LOCATED AT 2822
GRAND SOUTH PARKWAY, BAYTOWN, CHAMBERS COUNTY, TEXAS; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs
the City Manager to execute and the City Clerk to attest to a site lease agreement with Cellco Partnership
dlbla Verizon Wireless for the maintenance of antenna facilities at the City of Baytown water tower located
at 2822 Grand South Parkway, Baytown, Chambers County, Texas. A copy of said agreement is attached
hereto as Exhibit "A" and incorporated herein for all intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmati e vo of t ity Co it of the City of
Baytown this the 23"day of January, 2025.
JOH7, Mayor
O
Y
ANGEL JAC K N" D.ity�ler �
��t•, �•"Do erg 1�•j'
f
APPROVED AS O
SCOTT LE MO D, City Attorney
RAOrdinances and Resolutions0rdinance DraRs\2025-01-231Site Lease Agreement with Cellco Partnership dba Verizon Wireless.kh.docx
SITE NAME:Roseland Park
SITE NUMBER:5000908763
EXHIBIT "A"
WATER TOWER LEASE AGREEMENT
This Water Tower Lease Agreement (the "Agreement") is made this day of _
20_, between City of Baytown,Texas, with its principal offices located at 2401 Market Street,
Baytown, Texas 77520 ("LESSOR") and _Cellco Partnership d/b/a Verizon Wireless with its principal
offices at One Verizon Way,Mail Stop 4AW100, Basking Ridge, New Jersey 07920(telephone number 866-
862-4404)("LESSEE"). LESSOR and LESSEE are at times collectively referred to hereinafter as the"Parties"
or individually as the "Party."
WITNESSETH
In consideration of the mutual covenants contained herein and intending to be legally bound
hereby,the Parties hereto agree as follows:
1. GRANT. LESSOR hereby leases LESSEE space in and/or upon that certain water tower
structure owned, leased or controlled by LESSOR ("Tower")together with a parcel of land sufficient
for the installation of LESSEE's equipment building(the"Land Space")to install,maintain, upgrade,replace
and operate communications equipment ("Use") at the property located at 2822 Grand S. Parkway,
Baytown, Chambers County,Texas 77522 (the "Property") which is more particularly described in Exhibit
"A" attached hereto and incorporated hereby. The portions of the Tower occupied by LESSEE is
hereinafter referred to as the Tower Space, which shall consist of all of the area on the Tower between
the top and bottom of the centerline of LESSEE's equipment on the Tower. The Tower Space and Land
Space are collectively hereinafter referred to as the "Premises". Notwithstanding anything to the
contrary, the Premises shall also include such additional space necessary for the installation, operation
and maintenance of wires, cables, conduits and pipes running between and among the various portions
of the Premises and to all necessary electrical,telephone,fiber and other similar support services located
within the Property or the nearest public right of way. In the event it is necessary, LESSOR agrees to grant
LESSEE the right to install such services on,through,over and/or under the Property,provided the location
of such services shall be reasonably approved by LESSOR. The Premises are shown in detail on Exhibit"B"
attached hereto and made a part hereof.
2. INITIAL TERM. This Agreement shall be effective as of the date of execution by both
Parties("Effective Date"). The initial term of the Agreement shall be for 5 years beginning on the first day
of the month after LESSEE begins installation of LESSEE's communications equipment (the
"Commencement Date"). The Commencement Date will be acknowledged by the Parties in writing,
including electronic mail.
3. EXTENSIONS. This Agreement shall automatically be extended for 4 additional 5-year
terms unless LESSEE terminates it at the end of the then current term by giving LESSOR written notice of
the intent to terminate at least 3 months prior to the end of the then current term. The initial term and
all extensions shall be collectively referred to herein as the "Term".
4. RENTAL.
a. Rental payments shall begin on the Commencement Date and be due at a total
annual rental of $16,800.00, to be paid in equal monthly installments on the first day of the month, in
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4869-7114-2644v1 3000009-901167 10/31/2024
advance,to LESSOR 2401 Market Street, Baytown,Texas 77520 or to such other person,firm, or place as
LESSOR may, from time to time, designate in writing at least 30 days in advance of any rental payment
date by notice given in accordance with Paragraph 21 below. LESSOR and LESSEE acknowledge and agree
that the initial rental payment shall not be delivered by LESSEE until 90 days after the Commencement
Date. Upon agreement of the Parties, LESSEE may pay rent by electronic funds transfer and in such event,
LESSOR agrees to provide to LESSEE bank routing information for such purpose upon request of Lessee.
b. For any party to whom rental payments are to be made, LESSOR or any successor in
interest of LESSOR hereby agrees to provide to LESSEE(i)a completed,current version of Internal Revenue
Service Form W-9, or equivalent; (ii) complete and fully executed state and local withholding forms if
required; (iii) LESSEE's payment direction form, and (iv) other documentation to verify LESSOR's or such
other party's right to receive rental as is reasonably requested by LESSEE. Rental shall accrue in
accordance with this Agreement, but LESSEE shall have no obligation to deliver rental payments until the
requested documentation has been received by LESSEE. Upon receipt of the requested documentation,
LESSEE shall deliver the accrued rental payments as directed by LESSOR.
c. Commencing on the first annual anniversary of the Commencement Date and on each
annual anniversary thereafter during the term of this Agreement, the annual rental shall be increased by
2%of the annual rental paid for the immediately preceding lease year.
5. ACCESS. LESSEE shall have the non-exclusive right of ingress and egress from a public right-
of-way, 7 days a week, 24 hours a day, over the Property to and from the Premises for the purpose of
installation, operation and maintenance of LESSEE's communications equipment.
6. CONDITION OF PROPERTY. LESSOR shall deliver the Premises to LESSEE in a condition
ready for LESSEE's Use and clean and free of debris. LESSOR represents and warrants to LESSEE that as of
the Effective Date, the Tower and Land Space are (a) in good operating condition; (b) in compliance with
all Laws; and (c) in compliance with all EH&S Laws(as defined in Paragraph 25).
7. ELECTRICAL.
a. If permitted by the local utility company serving the Premises, LESSEE shall furnish and
install an electrical meter at the Premises for the measurement of electrical power used by LESSEE at the
Premises and LESSEE shall pay the utility company directly.
b. If an electrical meter is not permitted,then LESSEE may furnish and install an electrical
sub-meter at the Premises for the measurement of electrical power used by LESSEE at the Premises and
shall pay the utility company directly if permitted by the utility company.
c. In the event a sub-meter is installed and the utility company will not permit LESSEE to
pay the utility company directly, then the LESSOR shall read LESSEE's sub-meter on a monthly basis and
provide LESSEE with an invoice for LESSEE's power consumption on an annual basis. Each invoice shall
reflect charges only for LESSEE's power consumption based on the average kilowatt hour rate actually paid
by LESSOR to the utility, without markup or profit.
d. All invoices for power consumption shall be sent by LESSOR to LESSEE at Verizon
Wireless, M/S 3846, P.O. Box 2375, Spokane, WA 99210-2375, and shall be provided to LESSEE within 90
days following the conclusion of each calendar year (otherwise, LESSOR waives the right to collect
applicable electrical charges). Upon written request from LESSEE, LESSOR shall provide copies of
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electricity bills received by LESSOR during any period that LESSOR submits invoices to LESSEE for
reimbursement and for that same period LESSOR shall provide documentation of the sub-meter readings
applicable to such periods. LESSEE shall pay each invoice within 45 calendar days after receipt of the
invoice from LESSOR.
e. LESSEE shall be permitted to install, maintain and/or provide access to and use of, as
necessary (during any power interruption at the Premises), a temporary power source, and all related
equipment and appurtenances within the Premises, or elsewhere on the Property in such locations as
reasonably approved by LESSOR. LESSEE shall have the right to install conduits connecting the temporary
power source and related appurtenances to the Premises.
8. IMPROVEMENTS. The communications equipment including, without limitation,
antennas, conduits, and other improvements shall be at LESSEE's expense and installation shall be at the
discretion and option of LESSEE. LESSEE shall have the right to replace, repair, add to or otherwise modify
its communications equipment,antennas,conduits or other improvements or any portion thereof and the
frequencies over which the communications equipment operates, at no additional cost, whether or not
any of the communications equipment, antennas, conduits or other improvements are listed on any
exhibit. LESSEE shall only be required to obtain LESSOR consent for modifications that increase the
Premises. LESSOR shall respond in writing to any LESSEE consent request within 30 days of receipt or
LESSOR's consent shall be deemed granted, provided,any increase to the Premises shall be memorialized
by the Parties in writing. LESSOR is not entitled to a rent increase associated with any LESSEE modification
unless it is expanding its Land Space or increasing its Tower Space, which is defined as increasing the
structural loading on Tower by more than 5% or expanding its existing Tower Space. Any rent increase
shall be proportionate to the additional space included in the Premises description.
9. GOVERNMENT APPROVALS. LESSEE's Use is contingent upon LESSEE obtaining all of the
certificates, permits and other approvals(collectively the"Government Approvals")that may be required
by any Federal,State or Local authorities(collectively,the"Government Entities")as well as a satisfactory
structural analysis of the Tower or other structure that will permit LESSEE's Use. LESSOR shall cooperate
with LESSEE in its effort to obtain and maintain any Government Approvals. Notwithstanding anything
contained herein to the contrary, LESSOR hereby agrees to allow LESSEE to install any RF frequency
signage and/or barricades as are necessary to ensure LESSEE's compliance with Laws.
10. TERMINATION. LESSEE may, unless otherwise stated, immediately terminate this
Agreement upon written notice to LESSOR in the event that (i) any applications for such Government
Approvals should be finally rejected; (ii) any Government Approval issued to LESSEE is canceled, expires,
lapses or is otherwise withdrawn or terminated by any Government Entity; (iii) LESSEE determines that
such Government Approvals may not be obtained in a timely manner; (iv) LESSEE determines any
structural analysis is unsatisfactory; (v) LESSEE, in its sole discretion, determines the Use of the Premises
is obsolete or unnecessary; (vii)with 3 months prior notice to LESSOR, upon the annual anniversary of the
Commencement Date; or (viii) at any time before the Commencement Date for any reason or no reason
in LESSEE's sole discretion.
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11. MAINTENANCE. LESSEE will maintain LESSEE's communications equipment within the
Premises in good condition, reasonable wear and tear and casualty damage excepted. LESSOR shall
maintain, in good operating condition and repair,the Tower and the Property.
12. INDEMNIFICATION. Subject to Paragraph 13, LESSEE shall indemnify and hold harmless
LESSOR against all claims of liability or loss from bodily injury or property damage resulting from or arising
out of the negligence or willful misconduct of LESSEE or its employees, contractors or agents, except to
the extent such claims or damages may be due to or caused by the negligence or willful misconduct of
LESSOR or its employees, contractors or agents. LESSOR will provide LESSEE with prompt, written notice
of any claim that is subject to the indemnification obligations in this paragraph. LESSOR will cooperate
appropriately with LESSEE in connection with LESSEE's defense of such claim. LESSEE shall defend LESSOR,
at LESSOR's request, against any claim with counsel reasonably satisfactory to LESSOR. LESSEE shall not
settle or compromise any such claim or consent to the entry of any judgment without the prior written
consent of LESSOR and without an unconditional release of all claims by each claimant or plaintiff in favor
of LESSOR. All indemnification obligations shall survive the termination or expiration of this Agreement.
INSURANCE. LESSEE agrees to maintain during the term of this Agreement the following insurance
policies:
a. Commercial general liability on an occurrence form in the amount of
$2,000,000.00 per occurrence and $4,000,000.00 in the annual aggregate for bodily injury and property
damage. Each party shall be included as an additional insured on the other party's insurance policy.
b. "All-Risk" property insurance on a replacement cost basis insuring their
respective property with no coinsurance requirement.
13. LIMITATION OF LIABILITY. Except for indemnification pursuant to Paragraphs 12 and 25,
a violation of Paragraph 30,or a violation of Laws, neither Party shall be liable to the other,or any of their
respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights
or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption
or loss of use of service, even if advised of the possibility of such damages, whether under theory of
contract,tort(including negligence), strict liability or otherwise.
14. INTERFERENCE.
a. LESSEE agrees that LESSEE will not cause interference that is measurable in accordance
with industry standards to LESSOR's equipment. LESSOR agrees that LESSOR and other occupants of the
Property will not cause interference that is measurable in accordance with industry standards to the then
existing equipment of LESSEE.
b. Without limiting any other rights or remedies, if interference occurs and continues for
a period in excess of 48 hours following notice to the interfering party via telephone to LESSEE'S Network
Management Center(at(800) 264-6620)or to LESSOR(at(281)422-8281),the interfering party shall or
shall require any other user to reduce power or cease operations of the interfering equipment until the
interference is cured.
c. The Parties acknowledge that there will not be an adequate remedy at law for
noncompliance with the provisions of this Paragraph and therefore the Parties shall have the right to
equitable remedies such as,without limitation, injunctive relief and specific performance.
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15. REMOVAL AT END OF TERM. Within 90 days of expiration or earlier termination of the
Agreement, LESSEE shall remove LESSEE's Communications Equipment and restore the Premises to its
original condition, reasonable wear and tear and casualty damage excepted. LESSOR agrees and
acknowledges that the communications equipment shall remain the personal property of LESSEE and
LESSEE shall have the right to remove the same at any time during the Term, whether or not said items
are considered fixtures and attachments to real property under applicable laws. If such time for removal
causes LESSEE to remain on the Premises after termination of the Agreement, LESSEE shall pay rent at the
then existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term,
until the removal of the communications equipment is completed.
16. RIGHTS UPON SALE. Should LESSOR, at any time during the Term, decide (i) to sell or
otherwise transfer all or any part of the Property,or(ii)to grant to a third party by easement or other legal
instrument an interest in and to any portion of the Premises, such sale,transfer, or grant of an easement
or interest therein shall be under and subject to this Agreement and any such purchaser or transferee shall
recognize LESSEE's rights hereunder. In the event that LESSOR completes any such sale,transfer,or grant
described in this paragraph without executing an assignment of the Agreement whereby the third party
agrees in writing to assume all obligations of LESSOR under this Agreement, then LESSOR shall not be
released from its obligations to LESSEE under this Agreement, and LESSEE shall have the right to look to
LESSOR and the third party for the full performance of the Agreement.
17. LESSOR'S TITLE. LESSOR covenants that LESSEE, on paying the rent and performing the
covenants herein,shall peaceably and quietly have, hold and enjoy the Premises. LESSOR represents and
warrants to LESSEE as of the Effective Date and covenants during the Term that LESSOR has full authority
to enter into and execute this Agreement and that there are no liens,judgments, covenants, easements,
restrictions or other impediments of title that will adversely affect LESSEE's Use.
18. ASSIGNMENT. Without any approval or consent of LESSOR, this Agreement may be sold,
assigned or transferred by LESSEE to (i) LESSEE's parent, subsidiary, affiliate, or other party otherwise
under the control of LESSEE,or(ii)any entity which acquires all or substantially all of LESSEE's assets in the
market defined by the FCC in which the Property is located by reason of a merger, acquisition or other
business reorganization. As to other parties, this Agreement may not be sold, assigned or transferred
without the written consent of the other Party, which such consent will not be unreasonably withheld,
delayed or conditioned. No change of stock ownership, partnership interest or control of LESSEE or
transfer upon partnership or corporate dissolution of either Party shall constitute an assignment
hereunder.
19. NOTICE. Except for notices permitted via telephone in accordance with Paragraph 15 and
notices permitted via electronic mail in accordance with Paragraph 2, all notices hereunder must be in
writing and shall be deemed validly given if sent by certified mail, return receipt requested or by
commercial courier, provided the courier's regular business is delivery service and provided further that
it guarantees delivery to the addressee by the end of the next business day following the courier's receipt
from the sender, addressed as follows (or any other address that the Party to be notified may have
designated to the sender by like notice):
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LESSOR: City of Baytown,Texas
2401 Market Street
Baytown,Texas 77520
LESSEE: Cellco Partnership
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the
foregoing.
20. DEFAULT. It is a "Default" if(i) either Party fails to comply with this Agreement and does
not remedy the failure within 30 days after written notice by the other Party or, if the failure cannot
reasonably be remedied in such time, if the failing Party does not commence a remedy within the allotted
30 days and diligently pursue the cure to completion within 90 days after the initial written notice, or(ii)
LESSOR fails to comply with this Agreement and the failure interferes with LESSEE's Use and LESSOR does
not remedy the failure within 5 days after written notice from LESSEE or, if the failure cannot reasonably
be remedied in such time,if LESSOR does not commence a remedy within the allotted 5 days and diligently
pursue the cure to completion within 15 days after the initial written notice. The cure periods set forth in
this Paragraph 23 do not extend the period of time in which either Party has to cure interference pursuant
to Paragraph 15 of this Agreement.
21. REMEDIES. In the event of a Default, without limiting the non-defaulting Party in the
exercise of any right or remedy which the non-defaulting Party may have by reason of such default, the
non-defaulting Party may terminate this Agreement and/or pursue any remedy now or hereafter available
to the non-defaulting Party under the Laws or judicial decisions of the state in which the Property is
located. Further, upon a Default by LESSEE, LESSOR may at its option (but without obligation to do so),
perform the defaulting Party's duty or obligation. The costs and expenses of any such performance by
LESSOR shall be due and payable by LESSEE upon receipt of an itemized invoice.
22. ENVIRONMENTAL. LESSEE shall conduct its business in compliance with all applicable
laws governing the protection of the environment or employee health and safety("EH&S Laws"). LESSEE
shall indemnify and hold harmless the LESSOR from claims to the extent resulting from LESSEE's violation
of any applicable EH&S Laws or to the extent that LESSEE causes a release of any regulated substance to
the environment. LESSOR shall indemnify and hold harmless LESSEE from all claims resulting from the
violation of any applicable EH&S Laws or a release of any regulated substance to the environment except
to the extent resulting from the activities of LESSEE. The Parties recognize that LESSEE is only leasing a
small portion of LESSOR's property and that LESSEE shall not be responsible for any environmental
condition or issue except to the extent resulting from LESSEE's specific activities and responsibilities. In
the event that LESSEE encounters any hazardous substances that do not result from its activities, LESSEE
may relocate its facilities to avoid such hazardous substances to a mutually agreeable location or, if LESSEE
desires to remove at its own cost all or some the hazardous substances or materials (such as soil)
containing those hazardous substances, LESSOR agrees to sign any necessary waste manifest associated
with the removal, transportation and/or disposal of such substances.
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23. CASUALTY. If a fire or other casualty damages the Property or the Premises and impairs
LESSEE's Use, rent shall abate until LESSEE'S Use is restored. If LESSEE's Use is not restored within 45 days,
either party may terminate this Agreement.
24. CONDEMNATION. If a condemnation of any portion of the Property or Premises impairs
LESSEE's Use, Lessee may terminate this Agreement. LESSEE may on its own behalf make a claim in any
condemnation proceeding involving the Premises for losses related to LESSEE's communications
equipment, relocation costs and, specifically excluding loss of LESSEE's leasehold interest, any other
damages LESSEE may incur as a result of any such condemnation.
25. APPLICABLE LAWS. During the Term, LESSOR shall maintain the Property in compliance
with all applicable laws, EH&S Laws, rules, regulations, ordinances, directives, covenants, easements,
consent decrees, zoning and land use regulations, and restrictions of record, permits, building codes, and
the requirements of any applicable fire insurance underwriter or rating bureau, now in effect or which
may hereafter come into effect(including,without limitation,the Americans with Disabilities Act and laws
regulating hazardous substances) (collectively "Laws"). LESSEE shall, in respect to the condition of the
Premises and at LESSEE's sole cost and expense,comply with(i)all Laws relating solely to LESSEE's specific
and unique nature of use of the Premises; and (ii) all building codes requiring modifications to the
Premises due to the improvements being made by LESSEE in the Premises. It shall be LESSOR's obligation
to comply with all Laws relating to the Property, without regard to specific use (including, without
limitation, modifications required to enable LESSEE to obtain all necessary building permits).
26. TAXES. If LESSOR is required by law to collect any federal, state,or local tax, fee,or other
governmental imposition (each, a "Tax") from LESSEE with respect to the transactions contemplated by
this Agreement, then LESSOR shall bill such Tax to LESSEE in the manner and for the amount required by
law, LESSEE shall promptly pay such billed amount of Tax to LESSOR, and LESSOR shall remit such Tax to
the appropriate tax authorities as required by law; provided, however, that LESSOR shall not bill to or
otherwise attempt to collect from LESSEE any Tax with respect to which LESSEE has provided LESSOR with
an exemption certificate or other reasonable basis for relieving LESSOR of its responsibility to collect such
tax from LESSEE. Except as provided in this Paragraph 29, LESSOR shall bear the costs of all Taxes that are
assessed against or are otherwise the legal responsibility of LESSOR with respect to itself, its property,and
the transactions contemplated by this Agreement. LESSEE shall be responsible for all Taxes that are
assessed against or are otherwise the legal responsibility of LESSEE with respect to itself, its property, and
the transactions contemplated by this Agreement.
27. NON-DISCLOSURE.The Parties agree that this Agreement and any information exchanged
between the Parties regarding the Agreement are confidential. The Parties agree not to provide copies of
this Agreement or any other confidential information to any third party without the prior written consent
of the other or as required by law. If a disclosure is required by law, prior to disclosure, the Party shall
notify the other Party and cooperate to take lawful steps to resist, narrow, or eliminate the need for that
disclosure.
28. MISCELLANEOUS.This Agreement contains all agreements, promises and understandings
between the LESSOR and the LESSEE regarding this transaction, and no oral agreement, promises or
understandings shall be binding upon either the LESSOR or the LESSEE in any dispute, controversy or
proceeding. This Agreement may not be amended or varied except in a writing signed by all Parties. This
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Agreement shall extend to and bind the heirs, personal representatives, successors and assigns hereto.
The failure of either party to insist upon strict performance of any of the terms or conditions of this
Agreement or to exercise any of its rights hereunder shall not waive such rights and such party shall have
the right to enforce such rights at any time. The performance of this Agreement shall be governed,
interpreted, construed and regulated by the laws of the state in which the Premises is located without
reference to its choice of law rules. Except as expressly set forth in this Agreement, nothing in this
Agreement shall grant,suggest or imply any authority for one Party to use the name,trademarks, service
marks or trade names of the other for any purpose whatsoever. LESSOR agrees to execute a
Memorandum of this Agreement, which LESSEE may record with the appropriate recording officer. The
provisions of the Agreement relating to indemnification from one Party to the other Party shall survive
any termination or expiration of this Agreement. This Agreement may be executed in counterparts,
including written and electronic forms. All executed counterparts shall constitute one Agreement, and
each counterpart shall be deemed an original.
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IN WITNESS WHEREOF,this Agreement is entered into by the Parties as of the Effective Date.
LESSOR:
City of Baytown,Texas
By:
Name:
Its:
Date:
LESSEE:
Cellco Partnership d/b/a Verizon Wireless
By:
Name:
Its:
Date:
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EXHIBIT"A"
PROPERTY DESCRIPTION
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EXHIBIT"B"
PREMISES DESCRIPTION
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