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HomeMy WebLinkAboutL008-09 - Original - Voicestream PCS III Corporation - Centennial Building Cellular Phone Tower - 03/01/2001 CITY CLERK CITY OF KENT 220 4`h Avenue South KENT Kent, WA 98032 WASHING-ON Fax. 253-856-6725 PHONE: 253-856-5725 Lease Agreement Cover Sheet Instructions This document is to be used in lieu of the Contract Cover Sheet SECTION 1 — CONTRACT PROCESSING AND TENANT SET-UP: All lease agreements must be signed by the Mayor or his/her designee and approved by the City Council. Lease amendments, extensions, renewals, and assignments may or may not require Council approval (contact the Law Department), but they must be signed by the Mayor. The City Clerk's Office will perform the following tasks associated with all lease agreements and amendments: • Assign a sequential lease agreement number based on starting with 001 and ' preceded with "L", e.g. L001. • Scan the Lease Agreement Cover Sheet, Lease Agreement (or Amendment) and, if any, related supporting documentation into the document imaging system. • Provide notification via e-mail to the Contact Person (Question 2), Law and Customer Services. The Lease Agreement Cover Sheet is to be completed for each existing and active and all subsequent lease agreements, lease amendments and assignments of lease. There is recognition that certain existing and active agreements and amendments may not incorporate new policies, e.g. commencement of the lease on the 1" of the month or year. Those agreements and amendments will be addressed through subsequent agreements and/or amendments, if any. Contract Number: L008-09 1. Responsible Department/Division: Parks/Facilities 2. Contact Person and Title: Charlie Lindsey Telephone Extension: 5081 3. Tenant (Customer) Name: T-Mobile USA, Inc 4. Tenant (Customer) Number: 64567 a Lease Agreement Cover Sheet—Page 1 of 4 5. General Ledger Account Number: P20072.56250 6. King County Tax Parcel Number: 982570-0566 (partial) 7. Address of Parcel: 400 West Gowe Street 8. Type of Lease: Lease Agreement - Commercial Property Rental (Centennial Building Cellular Phone Tower) 9. Council Authorization Date: January 16, 2001 10. Mayor Signature Date: January 18, 2001 SECTION 2 - LEASE DURATION AND IMPORTANT DATES: All lease agreements and amendments must reflect the lease start date, lease termination date and the duration of the lease. The lease agreement may also authorize the tenant to request an extension of the lease term, i.e. either "month to month" or for a defined period of time. The tenant must provide advanced written notice of the intent to exercise this lease option. A date certain lease start date must be established in the lease agreement and must be the first of the month. Commencement of certain leases may be predicated on certain actions by the tenant, e.g. installation of cellular tower equipment. In such instances, a reasonable fixed future date must be established in the lease agreement. 11. Lease Start Date: March 1, 2001 12. Tenant Lease Option Renewal Notification Due Date: 120 days prior to commencement of the successive Renewal Term, i.e. expiration of current term 13. Lease Termination Date: March 1, 2006 14. Lease Duration: March 1, 2001 through February 28, 2006. Three additional five year option periods SECTION 3 - RENT DETERMINATION AND DUE DATE: Lease agreement must include provisions establishing the stated rent and, if over one year in length, modification of stated rent. Typically, rental increases are based on changes in the Consumer Price Index. Example of possible contract language: Effective as of each anniversary of the Commencement date (the "Adjustment Date") by an amount equal to the greater of four (4) percent or the percentage increase In the CPI two (2) months prior to the Adjustment Date and the CPI for the month 12 months prior to the Adjustment Date. "CPI" means the Consumer Price Index - All Urban Consumers (Seattle-Tacoma-Bremerton, WA), All Items, base venod 1982-84=100, Not Seasonally Adwsted, issued by the U.S Bureau of Labor Statistics. If the CPI is converted to a different standard reference base, or otherwise revised, the adjustment set forth rn this paragraph shall be made Lease Agreement Cover Sheet-Page 2 of 4 with the use of the conversion formula published by the U.S. Bureau of Labor Statistics. 15. Rent: $1,250.00/month (excludes leasehold excise tax) 16. Rent Due Date: 1st of the Month 17. Calculation of Rental Increase(s): 20% of the Monthly Rent paid during the preceding term. SECTION 4 — LEASEHOLD EXCISE TAX: Leasehold excise tax applies to the possession and use of publicly owned real property by a private sector individual, business or other organization. This tax is calculated based on 12.84 percent of the contract rent amount. See also Department of Revenue Leasehold Excise Tax Frequently Asked Questions and Answers (http://dor.wa.gov/docs/Pubs/IndustSpecific/LeasehoId.pdf). Contact the Customer Services Financial Analyst (LIDS/Receivables) or the Audit Manager regarding questions in this area. 18. Is this lease subject to leasehold excise taxes? ® YES (go to Question 19) ❑ NO, reason: 19. Are leasehold excise taxes for this tenant centrally assessed, i.e. directly collected from the tenant by the Washington State Department of Revenue? ® YES (attach written verification received directly from DOR or indirectly through the tenant, e.g. DOR notification letter) ❑ NO (go to Question 20) 20. Does Lease Rent include Leasehold Excise Tax? (Leasehold taxes must be broken out on the invoice and coded: Business unit.32500.0303) ❑ YES Calculate the leasehold excise tax (Stated Rent divided by 1.1284) ❑ NO Calculate the leasehold excise tax (Stated Rent times .1284) SECTION 5 — APPLICABLITY OF UTLITIES: The Lease agreement must include provisions establishing responsibility for payment of utilities, including but not limited to electricity, natural gas, water, sewer, storm drainage, and garbage collection and disposal services. In certain instances, the utility service may not be applicable, e.g. septic system, or may not be provided by the City, e.g. Highline Water District service area. In all instances, City utilities will be billed through the Customer Services utility billing system. Other utilities paid by the City on behalf of the tenant, e.g. electricity or Lease Agreement Cover Sheet—Page 3 of 4 natural gas, will be invoiced to the tenant through the central accounts receivable system (JD Edwards). Electricity or natural gas charges may be established based on actual consumption, e.g. usage of a meter or by a reasonable amount established through appropriate financial analysis. Separate meters for measurement should not be established on City-owned or leased properties. The dollar amount of electric and natural gas charges must be included in the lease agreement (amendment) and should be subject to future modification based on appropriate methodologies, e.g. change in rate, etc. Contact Finance Customer Services for questions in this area, as well as ensuring that City accounts are transferred into the name of the tenant. 21. Applicability of Utilities — Check all that utilities that are affected and indicate provider (e.g. City of Kent), Account Number or basis of exclusion. ❑ Does Not Apply ❑ Water: No services ❑ Sewer: No services ® Drainage: Paid by City ❑ Garbage: No services ® Electricity/Natural Gas: Puget Sound Energy (paid to City). Lease Agreement requires tenant to separately meter consumption. Facilities established a separate charge of $50.00 per month in lieu of usage of a separate meter. Ensure that Finance Customer Services is properly notified to ensure City utility account, if any, is recorded into the name of the tenant if so established in the Agreement. Ensure all other applicable charges are properly invoiced to the tenant. SECTION 6 — MONETARY PENALTIES AND LATE INTEREST CHARGES: Lease agreement should contain provisions establishing penalties and must contain provisions establishing late interest charges. Late interest (also referred to as "finance charges") should be consistent with Chapter 3.10 of the Kent City Code, i.e. currently 1% of the amount of the unpaid balance or $2.00, whichever is greater, if not paid within 30 days from the due date. 22. Monetary Penalties: 5% of the late payment for any payment not paid within 5 calendar days of when due (1st of the month) 23. Late Interest: 1 1/2% per month on the amount outstanding if not when due (1s' of the month) SECTION 7 — OTHER LEASE CONSIDERATIONS: None Lease Agreement Cover Sheet—Page 4 of 4 LEASE AGREEMENT THIS LEASE AGREEMENT is entered into by and between the CITY OF KENT, Washington municipal corporation("Landlord") and VOICESTREAM PCS III CORPORATION, a Delaware corporation, with its principal office located at 3650 - 131st Avenue SE (Suite 200), Bellevue, WA 98006 ("Tenant'). WITNESSETH: WHEREAS, Landlord is the owner of the property located at 400 W. Gowe, in the City of Kent, Washington, legally described in Exhibit"A"attached hereto and incorporated herein by this reference (the"Property"); and WHEREAS,Tenant desires to lease from Landlord,and Landlord desires to lease to Tenant, a portion of the roof and a portion of the interior space(collectively,the"Premises")of the building located on the Property(the `Building") from Landlord, pursuant to the provisions stated in this Lease. The Premises are more fully described in Exhibit "B" attached hereto and incorporated herein by this reference; and WHEREAS, Tenant desires to use the Premises for purposes of placing up to nine (9) VoiceStream PCS III Corporation antennas, related cabling and other related equipment described in Exhibit°`C" attached hereto and incorporated herein by this reference (hereinafter collectively referred to as the "Communication Equipment"); NOW THEREFORE, for and in consideration of the mutual intent and desires described above, and of the terms, covenants, and conditions hereinafter set forth, Landlord hereby leases to Tenant the Premises as hereinafter described for the term of this Lease, and subject to and upon all the terms, covenants, and agreements set forth in this Lease: 1. Lease Term and Commencement Date: Replacement of License. This Lease shall commence on March 1, 2001 (the "Commencement Date"), and end on March 1, 2006. Additionally, Tenant shall have the option to renew this lease for three (3) additional five (5) year periods with the same covenants and conditions set forth herein. This Lease shall extend for each Renewal Term if Tenant provides written notice to Landlord of its intent to renew this Lease at least 120 days prior to the commencement of the successive Renewal Term. Upon expiration of the Lease, the terms,covenants, and conditions of this Lease shall terminate, unless specifically stated to survive termination. LEASE AGREEMENT- 1 (Landlord: CityofKent;Tenant: VOICESTREAMPCS III CORPORATION) (December 13,1000) 2. Monthly Rent and Security Deposit. A. Monthly Rent. (1) Tenant agrees to pay Landlord as Monthly Rent,without notice or demand,the sum of ONE THOUSAND TWO HUNDRED FIFTY AND N0/100 DOLLARS ($1,250.00) ("Monthly Rent"); plus leasehold tax at a rate established by the State of Washington, (currently 12.84%),commencing on the Commencement Date. The Monthly Rent shall be paid in advance,on or before the first day of the first full calendar month of the term hereof and a like sum on or before the first date of each and every successive calendar month thereafter during the term hereof The leasehold tax can be paid in conjunction with the Monthly Rent or once a year in a lump sum directly to the State of Washington. (2) Tenant shall pay Landlord a late payment charge equal to five percent(5%)of the late payment for any payment not paid within five(5)calendar days of when due. Any amounts not paid when due shall bear interest until paid at the rate of one and a half percent (1.5%) per month. (3) For each additional antenna installed by Tenant beyond the initial array described in Exhibit C, Tenant shall pay an additional annual fee in an amount to be determined by the parties, which shall increase annually under the same terms provided in this Lease and shall become part of the Base Rent. (4) The Monthly Rent shall be increased effective as of the beginning of each Renewal Term by an amount equal to twenty percent (20%) of the Monthly Rent paid during the preceding term. (5) If this Lease is terminated at a time other than on the last day of the month, Rent shall be prorated as of the date of termination and, in the event of termination for any reason other than nonpayment of Rent, all prepaid Rents shall be refunded to the Tenant. (6) Monthly Rent,and all other consideration to be paid or provided by Tenant to Landlord shall constitute Rent and shall be paid or provided without offset. B. Security Deposit. At the time of execution of this Lease,Tenant shall deposit with Landlord an amount equal to one month's rent. Should Tenant fully perform all of its obligations hereunder, the Security Deposit shall be returned to Tenant upon the expiration of the Term or Renewal Term, as the case may be. 3. Location of the Communication Equipment. The location of the Communication Equipment on the Premises shall be as shown on Exhibit `B" hereto. In the event that Tenant desires to move the Communication Equipment to a different place on the Premises, new plans LEASE AGREEMENT-2 (Landlord: City of Kent;Tenant: VOICESTREAMPCSIII CORPORA TION) (December21,1000) 4. Screening of Communication Equipment. Landlord may, if necessary,require that Tenant screen or relocate the Communication Equipment located on the Building from public view to Landlord's specifications, so long as the functionality of the communication equipment is maintained, in which event the costs thereof shall be borne by Tenant. 5. Eouipment Upgrade. Tenant may update or replace the Communication Equipment from time to time with the prior written approval of Landlord, provided that the replacement facilities are not greater in number or size than the existing facilities and that any change in their location on the Premises is approved in writing by Landlord. Tenant shall submit to Landlord a detailed proposal for any such replacement facilities and any supplemental materials as may be requested for Landlord's evaluation and approval. 6. Removal of Communication Equipment. The Communication Equipment is and shall remain the property of the Tenant, and upon the expiration or earlier termination of this Lease, Tenant shall, at Tenant's sole cost and expense,remove the Communication Equipment and restore the Premises to its original condition, normal wear and tear excepted. Attachment holes shall be patched and restored to previous condition. 7. Indemnity. Tenant shall defend, indemnify, and hold the City, its officers, officials, employees, agents, and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney's fees, arising out of or in connection with the performance of this Lease, except for injuries and damages caused by the City's negligence. Tenant waives all claims against Landlord for damage to persons or Communication Equipment or property arising from any reason other than a claim based on Landlord's sole negligence or willful misconduct. Landlord shall have no liability to Tenant for any interruption of utility service or for any theft of equipment. 8. Insurance. The Tenant shall procure and maintain for the duration of the Lease, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Tenant, its agents, representatives, employees, sub-consultants or sub-contractors. Before beginning work on the project described in this Lease,the Tenant shall provide a Certificate of Insurance evidencing: A. Automobile Liability insurance with limits no less than$1,000,000 combined single limit per accident for bodily injury and property damage; and B. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury,bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; LEASE AGREEMENT-3 (Landlord: City of Kent;Tenant: VOICESTREAMPCSIII CORPORATION) (December 13,2000) products/completed operations/broad form property damage; explosion, collapse and underground(XCU) if applicable; and employer's liability; and Any payment of deductible or self-insured retention shall be the sole responsibility of the Tenant. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Tenant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies. The Tenant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Tenant's insurance shall be primary insurance as respects the City and the City shall be given thirty(30) days prior written notice by certified mail,return receipt requested, of any cancellation, suspension or material change in coverage. 9. Compliance with Laws. Tenant shall, at Tenant's sole cost and expense, install, operate, maintain, and remove the Communication Equipment in accordance with all applicable government laws, rules, regulations, codes, and ordinances (collectively, the "Laws"), and shall obtain all necessary FCC, FAA, and other governmental licenses, permits, and approvals (collectively, the"Approval")required to install, operate,maintain, and remove the Communication Equipment. Landlord shall provide Tenant with such reasonable assistance as is necessary to comply with all applicable Laws and to obtain all necessary Approvals; provided, that all costs associated with such reasonable assistance shall be borne by Tenant. 10. Utilities. Tenant shall be entitled to install and shall pay for the initial installation of any utilities and services required for the Communication Equipment. Tenant shall directly pay for telephone service to the telephone utility. Landlord shall provide Tenant with electricity for the Communication Equipment at the Building. Tenant shall, at its own expense, separately meter charges for the consumption of electricity and other utilities associated with its use and shall timely pay all costs associated therewith. Landlord shall provide Tenant with such reasonable assistance as is necessary to enable Tenant to arrange such utilities and services; provided, that all costs associated with such reasonable assistance shall be borne by Tenant. Landlord and Tenant agree to make reasonable adjustments to the monthly electrical reimbursement amount from time to time(but not more often than once per calendar year) if any material change should occur in either the estimated electrical consumption of the Communication Equipment or utility rates applicable to Landlord in the Building. LEASE AGREEMENT-4 (Landlord: City ofKent;Tenant: VOICESTREAM PCS III CORPORATION) (December 13,2000) 11. Maintenance. A. Tenant shall, at its own expense,maintain the Premises and any equipment on or attached to the Premises in a safe condition, in good repair and in a manner suitable to Landlord so as not to conflict with the use of or other leasing of the Premises by Landlord. Tenant shall not interfere with the use of the Premises, the Building, related facilities, or other equipment of other tenants. B. Tenant shall have sole responsibility for the maintenance,repair, and security of its equipment,personal property,Antennae Facilities, and leasehold improvements,and shall keep the same in good repair and condition during the Lease term. C. Tenant shall keep the Premises free of debris and anything of a dangerous, noxious or offensive nature or which would create a hazard or undue vibration, heat, noise, or interference. D. In the event the Landlord or any other tenant undertakes painting,construction or other alterations on the Premises, Tenant shall take reasonable measures at Tenant's cost to cover Tenant's equipment,personal property,or Antennae Facilities and protect such from paint and debris fallout which may occur during the painting, construction, or alteration process. Notwithstanding the foregoing, Landlord shall give Tenant thirty(30) days'notice prior to commencement of such painting, construction, or other alterations, except in an emergency. 12. Premises Access. A. Tenant, at all times during this Lease, shall have vehicle ingress and egress over the Premises by means of the existing driveway over the Owned Premises subject to notice requirements to Landlord in 12(B)below. B. Tenant shall have reasonable access to the Premises over the driveway described above in order to install, operate, and maintain its Communication Equipment. Tenant shall have access to such facilities weekdays during normal working hours, except in the event of an emergency,for which Tenant shall have access 24-hours-a-day, 7-days-a-week. Tenant is required to install and shall pay for the installation of a lock box to gain access to the Premises. C. Landlord shall be allowed and granted access to the Premises at reasonable times to examine and inspect the Premises for safety reasons or to ensure that the Tenant's covenants are being met;provided, Landlord shall not disturb Tenant's Communication Equipment during such inspections and examinations. 13. License Fees. Tenant shall pay, as they become due and payable, all fees, charges, taxes, and expenses required for licenses and/or permits required for or occasioned by Tenant's use of the Premises. LEASE AGREEMENT-5 (Landlord. City of Kent;Tenant: VOICESTREAM PCS III CORPORA TION) (December13,2000) 14. Non-Interference. A. The Communication Equipment and the use thereof shall not interfere with the use of any other communication or similar equipment of any kind and nature owned or operated by Landlord or other occupants in the Building; provided, however, that subsequent to the installation by Tenant of the Communication Equipment, Landlord agrees not to allow installation of new equipment on the Premises if such equipment causes interference with Tenant's operations. B. Notwithstanding the foregoing, Landlord shall be entitled to install any Communication Equipment on the Building for its own use. Should any such equipment interfere with the Communication Equipment,the Communication Equipment shall be relocated to a mutually agreeable alternate location at Landlord's expense. If no such alternate location is available, either party may terminate this Lease and Landlord shall: (i) issue Tenant an appropriate pro rata refund of its prepaid license fee; and(ii)pay the cost of relocation of the Communication Equipment. C. Tenant's installation, operation, and maintenance of its Communication Equipment shall not damage or interfere in any way with Landlord's operations or related repair and maintenance activities or with such activities of other pre-existing tenants. Tenant agrees to cease all such actions that materially interfere with Landlord's use of the Premises immediately upon actual notice of such interference;provided,however,in such case, Tenant shall have the right to terminate the Lease. Landlord, at all times during this Lease, reserves the right to take any action it deems necessary, in its reasonable discretion, to repair, maintain, alter or improve the Premises in connection with its operations as may be necessary. D. Before approving the placement of Antennae Facilities,Landlord may obtain, at Tenant's expense, an interference study indicating whether Tenant's intended use will interfere with any existing communications facilities on the Premises and an engineering study indicating whether the Premises is able to structurally support the Tenant's Antennae Facilities without prejudice to the Landlord's primary use of the Premises. E. In the event any other party, except a governmental unit, office, or agency, requests a lease and/or permission to place any type of additional Antennae or transmission facility on the Premises, the procedures of this paragraph 14(E) shall govern to determine whether such Antennae or transmission facility will interfere with Tenant's transmission operations. If Landlord receives any such request, Landlord shall submit a proposal complete with all technical specifications reasonably requested by Tenant to Tenant for review for noninterference; however, Landlord shall not be required to provide Tenant with any specifications or information claimed to be of a proprietary nature by the third party. The third party shall be responsible for the reasonable cost of preparing the technical specifications for its proposed transmission facility. Tenant shall have thirty(30) days following receipt of said proposal to make any reasonable objections thereto, and failure to make any objection within said thirty(30)day period shall be deemed consent by Tenant to the installation of Antennas or transmission facilities pursuant to said proposal. If Tenant gives LEASE AGREEMENT-6 (Landlord: City of Kent;Tenant: VOICESTREAM PCS HI CORPORATION) (December 13,2000) notice of objection due to interference during such 30-day period, then Landlord shall not proceed with such proposal unless Landlord modifies the proposal in a manner determined, in Landlord's reasonable judgment, to adequately reduce the interference. In determining acceptable levels of interference, Landlord shall act in accordance with the then-prevailing interference rules and regulations promulgated by the FCC. In that case, Landlord may proceed with the proposal. A governmental unit may be allowed to place Antennae or other communications facilities on the Premises regardless of potential or actual interference with Tenant's use; provided, however, if Tenant's use of the Premises is materially affected, Tenant may terminate the Lease. F. Tenant's use and operation of its facilities shall not interfere with the use and operation of other communication facilities on the Premises which pre-existed Tenant's facilities. If Tenant's facilities cause interference, Tenant shall take all measures reasonably necessary to correct and eliminate the interference. If the interference cannot be eliminated in a reasonable time, Tenant shall immediately cease operating its facility until the interference has been eliminated. If the interference cannot be eliminated within 30 days, Landlord may terminate this Lease. 15. Default and Parties'Remedies. It shall be a default if Tenant defaults in the payment or provision of Rent or any other sums to Landlord when due, and does not cure such default within twenty(20) days after receiving notice; or if either party defaults in the performance of any other covenant or condition of this Lease and does not cure such other default within thirty(30)days after written notice from the other party specifying the default complained of, or if such default is not curable within thirty(30)days, if the defaulting party fails to commence such cure within thirty(30) days or fails to thereafter diligently prosecute such cure to completion, or if Tenant abandons or vacates the Premises. In the event of a default,Landlord shall have the right, at its option, in addition to and not exclusive of any other remedy Landlord may have by operation of law, without any further demand or notice,to re-enter the Premises and eject all persons therefrom, and declare this Lease at an end, in which event Tenant shall immediately remove the Antennae Facilities and pay Landlord a sum of money equal to the total of. (i)the amount of the unpaid rent accrued through the date of termination; (ii)the amount by which the unpaid rent reserved for the balance of the term exceeds the amount of such rental loss that the Tenant proves could be reasonably avoided(net of the costs of such reletting); and (iii) any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations under the Lease. No re-entry and taking of possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease, regardless of the extent of renovations and alterations by Landlord, unless a written notice of such intention is given to Tenant by Landlord. Notwithstanding any reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. 16. Cure by Landlord. In the event of any default of this Lease by Tenant, the Landlord may, after notice and after expiration of the cure period specified in paragraph 15 hereof, cure the LEASE AGREEMENT-7 (Landlord: CityofKent,Tenant: VOICESTREAM PCS III CORPORATION) (December 13,2000) default for the account of and at the expense of the Tenant. If Landlord is compelled to pay or elects to pay any sum of money or to do any act which will require the payment of any sum of money or is compelled to incur any expense, including reasonable attorney fees in instituting,prosecuting, or defending any action to enforce the Landlord's rights under this Lease,the sums so paid by Landlord, with all interest,costs, and damages shall be deemed to be Additional Rental and shall be due from the Tenant to Landlord on the first day of the month following the incurring of the respective expenses. 17. Assignment; Successor and Assigns. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, successors, and assigns. This Lease shall not be assigned by Tenant without the express written consent of the Landlord,which consent shall not be unreasonably withheld. Any attempted assignment in violation of this paragraph shall be void. The transfer of the rights and obligations of Tenant to a parent, subsidiary, or other affiliate of Tenant, or to any successor-in- interest or entity acquiring fifty-one percent (51%)or more of Licensee's stock or assets, shall not be deemed an assignment. Landlord shall give to Tenant thirty(30)days' prior written notice of any such transfer. 18. Headings. The caption and paragraph headings used in this Lease are inserted for convenience of reference only and are not intended to define, limit, or affect the interpretation or construction of any term or provision hereof. 19. No Other Inducement. The execution and delivery of this Lease by the parties hereto has been induced by no representations, statements, warranties, or agreements other than those expressed herein. 20. Non-Waiver. No waiver by any party hereto of a breach of any provision of this Lease shall constitute a waiver of any preceding or succeeding breach of the same or any other provision hereof. 21. Choice of Law and Venue. This Lease shall be governed exclusively by the laws of the State of Washington, without regard to its conflicts of law principles. If any dispute arises between the Landlord and Tenant under any of the terms, conditions and provisions of this Lease, which cannot be resolved by the Landlord's determination in a reasonable time, or if the Tenant does not agree with the Landlord's decision on a disputed matter, any resulting litigation, shall lie exclusively within the venue, rules and jurisdiction of the King County Superior Court at the Regional Justice Center, located in Kent,King County, Washington. 22. Attorney's Fees. Without waiving any of Landlord's rights under §7 -Indemnity, in the event of any action or proceeding brought by either party against the other under this Lease, each party shall pay its own attorney and legal fees in such action or proceeding,including costs of appeal, if any. In addition, should it become necessary for any party to employ legal counsel to enforce any of the provisions herein contained because of such other party's breach of its obligations under this LEASE AGREEMENT-8 (Landlord: City of Kent;Tenant: VOICESTREAMPCSIII CORPORA TION) (December 13,2000) Lease, each party shall pay all its own attorneys fees and costs. For the purposes of this provision, the terns "action" or"proceeding" shall include arbitration, administrative,bankruptcy, and judicial proceedings, including appeals therefrom. 23. Modification of Amendment. No amendment,change, or modification of this Lease shall be valid, unless in writing and signed by all parties hereto. 24. Termination. Except as otherwise provided herein, this Lease may be terminated, without any penalty or further liability as follows: A. immediately if Tenant notifies Landlord of unacceptable results of any title report prior to Tenant's installation of the Communications Equipment on the Premises; B. this Lease may be terminated by either party upon a default, as described in § 15, of any material covenant or term hereof by the other party C. upon ninety(90) days'written notice by Tenant if the Property,the Building or the Communications Equipment are or become unacceptable under Tenant's design or engineering specifications for its Communications Equipment or the communications system to which the Communications Equipment belong; D. immediately upon written notice by Tenant if the Building or the Communications Equipment are destroyed or damaged so as to substantially and adversely affect the effective use of the Communications Equipment. In such event, all rights and obligations of the parties shall cease as of the date of the damage or destruction, and Tenant shall be entitled to the reimbursement of any Rent prepaid by Tenant. If Tenant elects to continue this Lease,then all Rent shall abate until the Premises and/or Communications Equipment are restored to the condition existing immediately prior to such damage or destruction; or E. at the time title to the Property transfers to a condemning authority,pursuant to a taking of all or a portion of the Property sufficient to render the Premises unsuitable for Tenant's use. 25. Tenant's Corporate Authority. Tenant is a Delaware corporation, and each individual executing this Lease on behalf of said corporation represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation,in accordance with a duly adopted resolution of the board of directors of said corporation or in accordance with the bylaws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms. Tenant further represents and warrants that it is fully registered and qualified to do business in the State of Washington. LEASE AGREEMENT-9 (Landlord: City of Kent;Tenant: VOICESTREAM PCS III CORPORATION) (December 13,2000) 26. Landlord's Authority. Landlord is a Washington municipal corporation, and each individual executing this Lease on behalf of said municipal corporation represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with the provisions of such agreement as governs said corporation, and that this Lease is binding upon said corporation in accordance with its terms. Landlord further represents and warrants that it is fully constituted and qualified to do business in the State of Washington. 27. Notices. All notices to be given hereunder shall be in writing and shall be personally delivered and receipt acknowledged. All notices shall be sent via facsimile, with the original delivered within three(3)days via United States certified mail,return receipt requested,or the notice may be sent via overnight delivery through public or private service, delivery charge prepaid and addressed to the party at the respective mailing address as herein set forth. To Landlord at: Attn: Charlie Lindsey Facilities Management Superintendent City of Kent 220 Fourth Avenue South Kent, WA 98032 To Tenant at: With a coQ�to: VoiceStream PCS III Corporation VoiceStream Wireless 12920 S.E. 38t' Street Attn: Lease Administrator Bellevue, WA 98006 19807 North Creek Parkway North Attn: PCS Leasing Administrator Bothell, WA 98011 With a copy to: Attn: Legal Department It is understood that each party may change the address to which notice may be sent by giving a written notice of such change to the other party hereto in the manner herein provided. 28. Waiver of Landlord's Lien. Landlord hereby waives any and all lien rights it may have, statutory or otherwise, concerning the Communications Equipment or any portion thereof which shall be deemed personal property for the purposes of this Lease,regardless of 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 Lease, in Tenant's and/or Mortgagee's sole discretion and without Landlord's consent. LEASE AGREEMENT- 10 (Landlord: CityofKent;Tenant: VOICESTREAMPCSIIICORPORATION) (December13,2000) 29. Entire Agreement. This Lease constitutes the entire understanding and agreement of the parties with respect to its subject matter and any and all prior agreements, understandings, or representations with respect to its subject matter are hereby cancelled in their entirety and are of no further force or effect. This Lease shall not be effective or binding upon any party until fully executed by both parties hereto. IN WITNESS WHEREOF,Tenant and Landlord have executed this Lease effective as of the date first set forth above. LANDLORD: TENANT: CITY OF KENT VOICESTREAM PCS III CORPORATION By: By: l l ITE Print Nam — Ev 40v Its: YOR Its: Jor Date: Date: izz zz ATTEST: BRENDA JACOB CITY CLERK APPROVED AS TO FORM: korpore By: , Approved as to form:ROGER LUBOVICH, CITY ATTORNEYe ionatney LEASE AGREEMENT- 11 (Landlord: City of Kent;Tenant: VOICESTREAM PCS 117 CORPORATION) (December 13,1000) STATE OF WASHINGTON ) : ss. COUNTY OF KING ) I hereby certify that I know or have satisfactory evidence that Jim White is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument on behalf of the City of Kent as its Mayor, and such execution to be the free and voluntary act of such party for the uses and purposes mentioned in the foregoing instrument. -Notary Seal Must Appear Within This Bor- IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. ,• i14,Y ..... NOTARY PUBLIC,in or State ;r_ �t��ic • o of Washington,residin �j'•..w,'N^ '+� My appointment expires STATE OF GTON ) ss. COUNTY OF KING ) I hereby certify that I know or have satisfactory evidence that T>uu.c lam r� -Eycan�,is thepersonwho appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he is authorized to execute the instrument on behalf of the VOICESTREAM PCS III CORPORATION as its 'A rer4nr ,and such execution to be the free and voluntary act of such party for the uses and purposes mentioned in the foregoing instrument. -Notary Seal Must Appear Within This Box IN WITNESS WHEREOF,I have hereunto set my hand and official seal the day and year fipt"ypwritten. F. , M = OTARy m0 -� lmic heile L. 1�lbtxst} NOTAq y •: NOTARY PUBLIC, in and for the State S4re_e_f- = m ,,� of Washington,residing at b8L1C '�2; OP ,�' , My appointment expires lo-�s-aoc�1 WHat, 0 ''•��W&\r;, P:\CirtTFQ.ESVW0W0365\Voic6v PCS M Ccxpmr i=.&c LEASE AGREEMENT- 12 (Landlord: CiryofKent;Tenant: VOICESTREAMPCSIIICORPORATION) (December 13,2000) EXHIBIT A DESCRIPTION OF PROPERTY This exhibit is attached to and incorporated into that certain Lease dated as of March 1, 2001 by and between VOICESTREAM PCS III, INC. , a Delaware corporation, as Tenant., and CITY OF KENT, a Washington municipal corporation, as Landlord, and references the location and or legal description of the property subject to the Lease. All of that real property situate in the City of Kent, County of King, State of Washington described as follows: Centennial Center Office Building located at Lot A of lot line adjustment No . LL - 89 - 36 dated 1/24/90 New Lot "A" LOTS 7, 8, & 9, BLOCK 8 AND THE EAST 20.00 FEET OF LOTS, 4, 5, &6, IN BLOCK 13 OF YESLER'S FIRST ADDITION TO THE TOWN OF KENT, AS PER PLAT RECORDED IN VOLUME 5 OF PLATS, PAGE 64, RECORDS OF KING COUNTY, WASHINGTON. TOGETHER WITH ALL OF VACATED THIRD AVENUE ADJOINING SAID LOTS 7, 8, & 9, BLOCK 8 AND LOTS 4, 5, &6, BLOCK 13 OF SAID PLAT. ALL SITUATE IN THE CITY OF KENT, COUNTY OF KING, STATE OF WASHINGTON. �1t v JIM v • ,\ L O��Ce • SV � Wt rirus m �4 LEASE AGREEMENT- 13 (Landlord: City of Kent,;Tenant: VOICE'STREAMPCSIII CORPORA TION) (December 13,2000) EXHIBIT B + 1 -ow MY u+o .. . ern � a .. Al1� 0. oiaar cocumc Aft +..(� (CI II00► . �00► M M= �p oaanWr� Men [tl�b root. t400r tiara I I 1`► LEASE AGREEMENT- 14 (Landlord: City of Kent, Tenant: VOICESTREAMPCSIII CORPORATION) (December 13,2000) EXHIBIT C A. Up to 9 panel antennas: Manufacturer: EMS Model: 651900 DP Weight: 23 pounds Dimensions: 78"x 8"x 2.75" B. 2 coaxial cables per antenna panel: Manufacturer: Andrews Diameter: 7/8" C. Up to 3 equipment cabinets: Type Wei t Dimensions BTS/BBU 1,300 pounds 60.6"W x 57.5"H x 42.3"D BTS 495 pounds 30.3"W x 57.5"H x 42.3"D Future 495 pounds 30.3"W x 57.5"H x 42.3"D D. Related cabling and other related equipment. LEASE AGREEMENT- 15 (Landlord: City ofKenh Tenant: VOICESTREAMPCS III CORPORATION) (December 13,2t) O) ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MWDDNYY) 1/11/01 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Aon Risk Services, Inc. of WA ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1420 5th Avenue, Suite 1200 HOLDER. THIS CERTIFICATE DOES NOT AMEND,EXTEND OR Seattle, WA 98101 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE 206-749-4800 COMPANY A St Paul Fire & Marine Ins INSURED COMPANY VoiceStream Wireless Corp, a Delaware B Factory Mutual Insurance Cc Corporation & its subsidiaries & Affiliates COMPANY incl. Cook Inlet Subsidiaries C Lumbermans Mutual Casualty Company 12920 Southeast 38th Street COMPANY Bellevue, WA 98006 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 ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POLICY EFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER DATE(MMMD/.n DATE(MWIDaYY) LIMITS GENERAL LL4 1UTY GENERAL AGGREGATE S 21000,000 A X COMMERCIAL GENERAL LIABILITY TE08400984 5/01/00 5/Dl/Dl PRODUCTS-COMP/OPAGG $ 2 000 000 CLAIMS MADE X❑OCCUR Certificate PERSONAL&ADV INJURY S 1 000 000 OWNER'S&CONTRACTOR'S PROT Holder is an EACH OCCURRENCE S 1,000,000 X Contractual L Addt'1. Insd. FIRE DAMAGE(Anyone fire) $ 1,000,000 MED EXP(Any one person) S 25,000 AUTOMOBILE LIABILITY TE08400984 5/01/00 5/01/01 COMBINED SINGLE LIMIT s 1,000,000 A X ANY AUTO TE0840098401 TX ALL OWNED AUTOS MA08400002 MA BODILY INJURY S SCHEDULED AUTOS TE08400988 VA (Per pwson) X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Pere) S PROPERTYDAMAGE S OARAOE LIABILITI AUTO ONLY-EA ACCIDENT $ ANYAUTO This Certificate Supercedes the Certificate dated OTHER THAN AUTO ONLY: December 15, 2000. EACHACCIDENT $ AGGREGATE $ EXCESS UABLITY TE08400984 5/01/00 5/01/01 EACH OCCURRENCE s 5,000,000 A X UMBRELLA FORM AGGREGATE S 5,000,000 OTHER THAN UMBRELLA FORM $ WORKERS COMPENSATION AND 5BA12965300 5/03/00 5/03/01 X WC STATU- OTH- `. EMPLOYERS LIABILITY TORY LIMITS ER THE PROPRIETOR/ X $100,000 SIR EL EACH ACCIDENT i 1,000,000 PARTNERS/EXECUTNE B INCL 5BA12965400 AZ OFFICERS ARE: EXCL SBA12965500 OR WI EL DISEASE-POLICY LIMIT S 1,000,000 • EL DISEASE-EA EMPLOYEE $ 1,000,000 OTHER UV457 5/01/00 5/01/01 $5 Million any loc Real & Pero Prop & ReplCost, Various B IM Incl BI & CE TIB & BLR/MACH & Deductibles $250,000 Transit BLDRS ALL RISK Special Form INCL DESCRIPTION OF OPERATIONSILOCATIONSNEHK:LESBPECIAL ITEMS Re: Site MBE 4003A - Valley Floor/Centennial, 400 W. Gov*, Kent, IPA 98032. Certificate holder is an additional insured for GL solely as respects operations of the Named Insured at the above location per attached endorsement. CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER,BUT City of Kent/Facilities Management FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR Attn: Charlie Lindsey LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR 220 Fourth Avenue S. REPRESENTATIVES. Kent, WA 98032 AUTHORIZED REPRESENTATIVE . 23510000 dF ACORD 25-S(1196) ®ACORD CORPORATION 1888 the st ph V l St.Paul Fire and Marina Technology Insunms co,npm 1200.6th Ave,S1e.1900 Swale.VA 981073117 206.442.2200 800.361.0543 Fat 20B.442.1213 POLICY NUMBER: TE08400984 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED- OWNERS, LESSEESOR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: City of Kent (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to their liability arising out of "your work" for that insured by or for you. Memben or The St.Paul Cmnpanict: St.Patti Fire and Marine Insurand Company R.Paul Mcnury huunncc Company Sc Paul Gtrtrd450 Imutwc Company The St.Paul Wurance Company Th.St.Paul Imunnuc Company of Illinois St.Nol Property and Casualty lnsunnce Company St.Paul Fire and Casualty 111Wnnce Company St.Paul InJenanicy Imutaneo Company St.Paul Inturamv Company or North Ualtota United Raw Fidelity and Cuamry Company - Fidelity and Guaranty Itdtionee Undcrwritert,Im. Fidelity and Cuannry losuance Company USF&C Imurwee Company of Miaiadppi USF&C 10auanuc Company of Illinoia USFM,Immfatae Company vrw;wrm-in Simmons, Mary From: Ely, Manane Sent: Thursday, July 02, 2009 9 21 AM To: Simmons, Mary Subject: FW Leasehold Tax Centrally Assessed Hi Mary, here's the DOR confirmation for centrally assessed Leasehold Tax accounts. Please scan/attach to the following leases: Verizon Wireless (VAW), LLC: Centennial Bldg, 400 W. Gowe T-Mobile USA, Inc.: Centennial Bldg, 400 W. Gowe Wilson Playfield, 13028 S.E. 251st St. Pump Station #5, 23825 98th Ave. S. Riverbend Driving Range, 2020 W. Meeker Cingular Wireless: West Fenwick Park, 3824 Reith Road Pending confirmation: Sprint Spectrum (prev. Qwest Wireless/US West Wireless) - Blue Boy lease. Thanks Mary, Mariane x5233 -----Original Message----- From: Valdez, Keith (DOR) [mailto:KeithV@DOR.WA.GOV] Sent: Tuesday, June 30, 2009 9:20 AM To: Ely, Mariane Subject: RE: Leasehold Tax Centrally Assessed Hi Mariane, Verizon Wireless, T-Mobile USA & Cingular Wireless are centrally assessed. Qwest Wireless LLC is not and would be subject to Leasehold Excise Tax if they are leasing public property. Requests to verify if a company is centrally assessed should be sent directly to me or Jeff Nelson, JeffN@dor.wa.gov. Thank you, Keith Valdez Special Programs Division Washington State Department of Revenue (360) 570-3251 -----Original Message----- i From: Ely, Mariane [mailto:MEly@ci.kent.wa.us] Sent: Monday, June 29, 2009 1:01 PM To: Valdez, Keith (DOR) Subject: Leasehold Tax Centrally Assessed Hi Keith, we are completing our files and would like an email confirmation that the following companies are centrally assessed for Leasehold Excise Taxes: Qwest Wireless LLC (formerly US West Wireless LLC) Verizon Wireless (VAW) LLC dba Verizon Wireless T-Mobile USA, Inc. (T-Mobile West Corp.) Cingular Wireless LLC (on behalf of Pacific Bell Wireless NW LLC dba Cingular Wireless) Please send via email reply. Also, if there is a link to your website that shows the companies that are centrally assessed or a master listing that you can send me, that would be great. Thanks Keith, Mariane Ely AR/LID Financial Analyst City of Kent Finance Dept. Ph# 253-856-5233 Fax# 253-856-6200 melyCd)ci.kent.wa.us 2 CITY OF KENT LAW DEPARTMENT CIVIL DIVISION 220 4'" Avenue South Kent, WA 98032 �IKENT Fax 253 856 6770 WA3MIHGTQ. PHONE: 253-856-5770 Memo To: Robert Goehring, Audit Manager From: Kim Adams Pratt, Assistant City Attorney CC: Charlie Lindsey, Facilities Superintendent Rosalie Givens, Facilities Assistant Date: July 1, 2009 Re: Verizon Wireless (VAW) (Centennial Building Cell Tower) and T-Mobile USA (Centennial Building-SE04003A Cell Tower) Robert, as you know, the 2009 lease audit discovered that in two City leases there is an apparent inconsistency between the terms of an addendum to the lease regarding leasehold tax and the amount of leasehold tax actually paid by the tenant. The issue is how the lease addendums should be interpreted given the payment history of the tenants. VERIZON WIRELESS: The original lease agreement between the City and Verizon Wireless for the Centennial Building Cell Tower was executed in July of 2000. Section 2.A.(1) of the lease provides that the "[t]enant agrees to pay Landlord as Monthly Rent, without notice or demand, the sum of ONE THOUSAND THREE HUNDRED AND NO/100 DOLLARS ($1,300.00), plus leasehold tax at a rate established by the State of Washington, currently 12.84%, commencing on June 1, 2000." The original lease in 2000 also included a provision, Section 2.A.(2), that provided for an increase in the rent by the Consumer Price Index (CPI) at the beginning of each renewal term. In February of 2006, Addendum Three' to the lease was executed for the renewal term and provides that"Leasehold tax is included in the Monthly Rent above." Addendum Three also increased the amount of the monthly rent per Section 2.A.(2) in the original lease by the CPI. ' Addendum Three was effective retroactive to July of 2005. The City and Verzon acted in accord with the original provision of the lease for leasehold tax by invoicing and paying leasehold tax in addition to the monthly rent. These actions were also consistent with Section 2.A.(2) of the lease that increases the amount of the rent over time as measured by the CPI. July 2005 through September 2008: Invoiced by City and paid by Verizon (per month) $1,500.00 Addendum Three Leasehold Provision (per month) $1,329.32 Difference between invoice and Addendum Three (per month) $170.68 Potential Overbilling (39 months): $6,656.52 If the parties had instead decreased the rent by 12.84%, per the written term of Addendum Three, they would have eliminated any increase in the rent per Section 2.A(2). Given the actions of the parties subsequent to Addendum Three being executed and the obvious intent of Section 2.A(2) to increase the amount of rent over time, Addendum Three's inclusion of leasehold tax within the monthly rent was a mutual mistake by the parties. The parties intended that leasehold tax be paid in addition to the monthly rent. T-MOBILE USA The original lease agreement between the City and T-Mobile for the Centennial Building Cell Tower was executed in July of 2003. Section 3.a. provides that the "[t]enant agrees to pay Landlord as Monthly Rent, without notice or demand, the sum of ONE THOUSAND TWO HUNDRED FIFTY AND NO/100 DOLLARS ($1,250.00), plus leasehold tax, if required by law, at a rate established by the State of Washington, currently 12.84%, commencing on the Commencement Date." The original lease in 2003 also included a provision, Section 3.d., that provided for an increase in the rent to fair market value at the beginning of each renewal term. 0 Page 2 In June of 2006, the parties executed Addendum One for the renewal term, which provided in Section 2 that"[1]easehold tax is included in the Monthly Rent above." Addendum One also increased the amount of the monthly rent per Section 3.d. in the original lease to fair market value. The City and Verizon acted in accord with the original provision of the lease for leasehold tax by invoicing and paying leasehold tax in addition to the monthly rent. These actions were also consistent with Section 3.d. of the lease that increases the amount of the rent over time. March 2006 through September 2008: Invoiced by City and paid by T-Mobile (per month) $1,500.00 Addendum One Leasehold Provision (per month) $1,329.32 Difference between invoice and Addendum One (per month) $170.68 Potential Overbilling (31 months) $5,291.08 As with the Verizon lease, if the parties had instead decreased the rent by 12.84%, per the written term of Addendum Three, they would have eliminated any increase in the rent per Section 3.d. Given the actions of the parties subsequent to Addendum One being executed and the obvious intent of Section 3.d. to increase the amount of rent over time, Addendum One's inclusion of leasehold tax within the monthly rent was a mutual mistake by the parties. The parties intended that leasehold tax be paid in addition to the monthly rent. Our department will note in both the T-Mobile and Verizon Wireless files that the language of the next renewal amendment must restate that the leasehold tax is paid by the tenant in addition to the monthly rent. P\6ri\Files\OpenFles\0365-2009\Me RELeasehddTaxlrRerp Lion d= • Page 3 AC hO O® DAT 04M sl2012 CERTIFICATE OF LIABILITY INSURANCE 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. j IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the pollcy(les) must be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the w certificate holder In lieu of such endorsement(s) c PRODUCER CONTACT d Aon Risk Insurance Services West, Inc NAME AX 13 Seattle WA Office JA ONE EXt) C206) 749-4800 IAIC No (206) 749-4860 a 1420 Fifth Avenue ADDRESS ass 0 Suite 1200 Seattle WA 98101-4030 USA INSURERISJ AFFORDING COVERAGE NAIC# INSURED INSURER A. XL Specialty Insurance CO 37885 T-Mobile USA, Inc INSURERS Greenwich Insurance Company 22322 12920 SE 38th Street Bellevue WA 98006 USA INSURER National union Fire Ins co of Pittsburgh 19445 INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER:570046019959 REVISION NUMBER: 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 ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS Limits shown are as requested INISR LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MMIDDrYYYY) (MMIDDrfrM LIMITS B GENERAL LIABILITY RGD EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TOR N $1,000,000 PREMISES Ea occurrence CLAIMS-MADE X❑OCCUR MED EXP(Any one person) $5,000 7 PERSONAL B ADV INJURY $1,0D0,000 rm GENERAL AGGREGATE $2,000,006 R GE N'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $2,0OD,DDD a POLICY PRO- El LOD B AUTOMOBILE LIABILITY RAD 500025701 05/01/2012 05/01/2013 COMBINED SINGLE LIMIT ADS E acadent $2,000,000 B X ANY AUTO RAD 500025801 05/01/2012 05/01/2013 BODILY INJURY(Per person) O Z ALLOWNED SCHEDULED MA BODILY INJURY(Per accident) N AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE U AUTOS Per accident {� dl C X UMBRELLA LIAB X OCCUR 13273159 05/01/2012 05/01/2013 EACH OCCURRENCE $5,000,000 U EXCESS LIAB CLAIMS-MADE SIR applies per policy terns & condl ions AGGREGATE $5,000,0D0 DED I X RETENTION A WORKERS COMPENSATION AND RWD5000301 OS Ol/2012 05/01/2013 WC STATU D YIN ADS TH- EMPLOYERS'LIABILITY X TORV LIMITS ER ANY PROPRIETOR,PARTNER I EXECUTIVE EL EACH ACCIDENT $1,000,000 A OFFICEWMEMBER EXCLUDED' NIA RWR5000302 05/01/2012 05/01/2013 (Mandatory in NH) WI E L DISEASE EA EMPLOYEE $1,000,000 If yes describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 707,Additional Remarks Schedule,rt more space I5 required) The Certificate Holder and other entities as defined if required by written contract" are Additional Insured for General Liability and Automobile Liability solely as respect to operations of the Named Insured at the above location if required by Ly contract A waiver of Subrogation is granted in favor of certificate Holder as required by written contract but limited to the operations of the Insured under said contract, with respect to the General Liability and Automobile Liability policy General Liability and Automobile Liabilit evidenced herein is primary and non-contributory to other insurance available to the certificate holder, but only to the extent required by written contract with the insured Per cancellation Notification to Others Endorsement - In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE - POUCY PROVISIONS CITY OF KENT AUTHORIZED REPRESENTATIVE Facilities Manager/city clerk Fourth Avenue south Ken J4 i� "& Kent WA 98032 USA ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10616550 A��® ADDITIONAL REMARKS SCHEDULE cage 1 of 1 AGENCY NAMED INSURED Aon Risk insurance Services West, Inc. T-Mobile USA, Inc. POLICY NUMBER See Certificate Number 570046019959 CARRIER NAIC CODE see certificate Number 570046019959 EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER ACORD 25 FORM TITLE Certificate of Liability Insurance Additional Description of Operations/Locehons/Vehicles advanced written notice will be mailed or delivered to person(s) or entity(ies) according to "Blanket per List on file" - 30 Days Notification, All other terms and conditions of the Policy remain unchanged, with regard to the General Liability and Automobile Liability policy ACORD 101 (2008101) ©2008 ACORD CORPORATION All rights reserved. The ACORD name and logo are registered marks of ACORD INSURED T-mobile USA, Inc. 12920 SE 38th Street Bellevue WA 98006 USA Site Information SE02634M Kirkland & 68th/PSE/Church 6400 108th Avenue NE Kirkland WA 980331SE02644F Kirkland-124th/SCE/Kland 9930 124th Ave NE Kirkland WA 980331SE03224A Kirkland&116th/PSE/Rubens 10930 116th Ave NE Kirkland wA 980331CH66375A USC Anderson Park g.l. 8730 22nd Avenue Kenosha WI 53143 8 t Certificate No: 570046019959 i ENDORSEMENT# This endorsement, effective 12 01 a.m , May 1, 2012 forms a part of Policy No.RGD500025901 issued to T-MOBILE USA, INC by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY ADDITIONAL INSURED—WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under all coverage parts. COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM RAILROAD PROTECTIVE LIABILITY COVERAGE FORM Section II — WHO IS AN INSURED is amended to include as an Insured any person or organization for whom you have agreed under written contract or agreement to provide insurance However, the insurance provided shall not exceed the scope of coverage and/or limits of this policy Notwithstanding the foregoing sentence, in no event shall the insurance provided exceed the scope of coverage and/or limits required by said contract or agreement All other terms and conditions remain the same. (Authorized Representative) MANUS 02011 X.L. America, Inc All Rights Reserved. a May not be copied without permission ENDORSEMENT# This endorsement, effective on May 1, 2012 at 12:01 A M standard time, forms a part of Policy No RAD500025701 of Greenwich Insurance Company issued to T-MOBILE USA, INC. THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY ADDITIONAL INSURED WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SECTION II A 1 WHO IS AN INSURED is amended to include as an insured any person or organization for whom you have agreed under contract or agreement to provide insurance However, the Insurance provided shall not exceed the scope of coverage and/or limits of this policy Notwithstanding the foregoing sentence, in no event shall the insurance provided exceed the scope of coverage and/or limits required by said contract or agreement. All other terms and conditions remain unchanged (Authorized Representative) MANUS ©2011 X.L America, Inc. All Rights Reserved. May not be copied without permission. POLICY NUMBER RGD500025901 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 F WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following' COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Where required by written contract or agreement executed prior to loss (except where not permitted by law). Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8, Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard" This waiver applies only to the person or organization shown in the Schedule above a CG 24 04 05 09 ©Insurance Services Office, Inc , 2008 Page 1 of 1 POLICY NUMBER RAD500025701 XIC 404 1007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. Changes In Conditions The Transfer Of Rights Of Recovery Against Others To Us Condition is changed by adding the following* We waive any right of recovery we may have against the person or organization shown in the Schedule below because of payments we make for"bodily injury" or"property damage" arising out of your ongoing operations or work you performed under a contract with that person or organization This waiver applies only to the person or organization shown in the Schedule below SCHEDULE Name of Person(s)or Organization(s): Any person or organization for whom you are required to waive your right of recovery under the terms of a written contract All other terms and conditions remain the same (Authorized Representative) XIC 404 1007 ®2007, XL America, Inc. Page 1 of 1 Includes copyrighted material of Insurance Office, Inc , with its permission POLICY NUMBER: RAD500025701 COMMERCIAL AUTO CA 04 44 03 10 i THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below Named Insured: T-MOBILE USA, INC. Endorsement Effective Date: May 1, 2012 SCHEDULE Name(s) Of Person(s) Or Organization(s): Where required by written contract or agreement executed prior to loss (except where not permitted by law). Information required to complete this Schedule, if not shown above, will be shown in the Declarations The Transfer Of Rights Of Recovery Against Oth- ers To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "ac- cident" or the 'loss" under a contract with that person or organization. k CA 04 44 03 10 © Insurance Services Office, Inc , 2009 Page 1 of 1 ❑ ENDORSEMENT# This endorsement, effective 12 01 a m , May 1, 2012 forms a part of Policy No.RGD500025901 issued to T-MOBILE USA, INC by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. PRIMARY INSURANCE CLAUSE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS COVERAGE PART It is agreed that to the extent that insurance is afforded to any Additional Insured under this policy, this insurance shall apply as primary and not contributing with any insurance carried by such Additional Insured, as required by written contract All other terms and conditions of this policy remain unchanged. (Authorized Representative) XIL 424 0605 ©, 2005, XL America, Inc. r ENDORSEMENT# This endorsement, effective 12 01 a.m , May 1, 2012 forms a part of Policy No.RGD500025901 issued to T-MOBILE USA, INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s)or entity(ies)according to the notification schedule shown below Number of Days Name of Person(s)or Entity(ies) Mailing Address Advanced Notice of Cancellation. "Blanket per list on file" "Blanket per List on file" 30 j All other terms and conditions of the Policy remain unchanged. r (Authorized Representative) IXI 405 0910 ©2010 X L America, Inc All Rights Reserved. May not be copied without permission. ENDORSEMENT# This endorsement, effective 12:01 a m., May 1, 2012 forms a part of Policy No RAD500025701 issued to T-MOBILE USA, INC by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(ies)according to the notification schedule shown below Number of Days Name of Person(s)or Entity(ies) Mailing Address: Advanced Notice of Cancellation "Blanket per list on file'. "Blanket per List on file" 30 All other terms and conditions of the Policy remain unchanged (Authorized Representative) IXI 405 0910 ©2010 X L America, Inc All Rights Reserved. May not be copied without permission A CERTIFICATE OF LIABILITY INSURANCE page 1 of 1 02/08/2013 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) PRODUCER CONTACT NAME Willis of Pennsylvania, Inc. PHONE FAX c/o 26 Century Blvd. 877-945-7378 888-467-2378 P. O. sox 305191 E-MAIL certificates@willis.com Nashville, TN 37230-5191 INSURER(S)AFFORDINGOOVERAGE NAIC M INSURERA Federal Insurance Company 20281-005 INSURED CROWN CASTLE INTERNATIONAL CORP. INSURERS New Hampshire Insurance Co. 23841-000 See Attached Named Insured List INSURERC 1220 Augusta Dr. Suite 500 Houston, TX 77057 INSURERD INSURER E INSURER F COVERAGES CERTIFICATE NUMBER:19359437 REVISION NUMBER: 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 ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPEOFINSURANCE ADD' SUB POLICYNUMBER POLICY EFF POLICY EXPITIT immincI LIMITS A GENERAL LIABILITY 70210228 4/1/2012 4/1/2013 EACH OCCURRENCE $ 11000.000 X COMMERCIAL GENERAL LIABILITY pREMISE50Eaoecurence $ 11000,000 CLAIMS-MI OCCUR MED EXP(Any one person) $ 5 000 PERSONAL&ADV INJURY $ 11 00.000 GENERAL AGGREGATE $ 2,000,000 GENT AGGREGATE LIMITAPPLIES PER PRODUCTS COMPIOPAGG $ 2,000,000 X POLICY 7 PRO LOC $ A AUTO MOBILE LIABILITY 70210229 4/1/2012 4/1/2013 COMBINED SINGLELIMIT (Eeaccidenq $ 1,000,000 IANYAUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURYIPer accident $ AUTOS AUTOS ) HIRED AUTOS NON-OWNED I R PERTYDAMAGE AUTOS PeraccidenI $ B X UMBRELLAUAB Xd OCCUR 61844671 4/1/2012 4/1/2013 EACHOCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 I DED I RETENTION$ $ A WORKERS COMPENSATION 71710698 4/1/2012 4/1/2013 x AND EMPLOYERS'LIABILITY YIN FR ANY PROPRIETORIPARTNERIEXECUTIVE❑ NIA EL EACH ACCIDENT $ 1,000,000 OFFICE Rim1 EMBER EXCLUDED - - - --- -- --- --- - - fMandatoryinNH) EL DISEASE-EA EMPLOYEE $ 1,000,000 f Yes descnbe under - DESCRIPTION OF OPERATIONS below EL DISEASE-POLICYLIMI7 $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach Acord 101,Addttonal Remarks Schedule,if more space is required) Business Unit # 823851 at 23825 98th Ave So. (T.G: 716/Bl) Kent, WA 98031 Effective 11/30/1012 If required in written agreement, the certificate holder is added as an Additional Insured as their interest may appear to the liability arising out of the operations performed by or on behalf of the Named Insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS City Of Kent AUTHORIZED REPRESENTATIVE Facilitiea Manager/City Clerk 220 Fourth Avenue South Kent, WA 98032 Q'h/►t/.J Coll:4002116 Tp1:1595610 Cert:19359437 ©1988-201 CORD CORPORATION.All rights reserved ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD Crown Castle International Corp. Consolidated Subsidiaries Entity Name 2/06/2013 edition AirComm of Avon,L L C Crown Castle NG East Inc (eff 5/3/12)fka NextG Networks of NY Inc Atlantic Coast Communications LLC Crown Castle NG Networks Inc (eff 5/3/12)fka NextG Networks Inc AZ-CLEC LLC Crown Castle NG West Inc (eff 5/3/12)fka NextG Networks of California Inc CA-CLEC LLC Crown Castle No 1 Ply Ltd(eff 6/14/11) CC Castle International LLC Crown Castle Operating Company CC Finance LLC Crown Castle Operating LLC CC Holdings GS V LLC Crown Castle Orlando Corp CC Site Acquisitions II LLC Crown Castle PR LLC CC TM PA LLC(eff 10/31/2012) Crown Castle PT Inc CC Towers Guarantor LLC Crown Castle Puerto Rico Corp CC Towers Holding LLC Crown Castle Service LLC(eff 6/24/2011) CCGS Holdings Corp Crown Castle Solutions Corp CCPE Acquisitions LLC Crown Castle South LLC CCTM Holdings LLC(eff 10/3112o12r Crown Castle Towers 05 LLC - CCTM1 LLC(eff 11/30/12) Crown Castle Towers 06-2 LLC CCTM2 LLC (effective 11/30/12) Crown Castle Towers 09 LLC CCTMO LLC(eff 10/31/2012) Crown Castle Towers LLC Coastal Antennas LLC Crown Castle USA Inc CO-CLEC(11/19/09) Crown Communication LLC(formerly Crown Communication Inc eff 1/1111) ; Comsite Venture, Inc Crown Communication New York,Inc Coverage Plus Antenna Systems LLC Crown Mobile Systems, Inc Crown Atlantic Company LLC CTTA Ply Limited(ell 8/13108) Crown Castle AS LLC (eff 4129111) DC-CLEC LLC Crown Castle Atlantic LLC Divame Ply Limited(effective 10/26112) Crown Castle Augusta LLC FL-CLEC LLC Crown Castle Australia Holdings Pty Ltd Global Signal Acquisitions II LLC Crown Castle Australia Ply Ltd Global Signal Acquisitions III LLC Crown Castle BP ATT LLC Global Signal Acquisitions IV LLC Crown Castle CA Corp Global Signal Acquisitions LLC Crown Castle GS III Corp Global Signal GP LLC Crown Castle GT Company LLC Global Signal Holdings III LLC Crown Castle GT Corp Global Signal Holdings IV LLC Crown Castle GT Holding Sub LLC Global Signal Operating Partnership, L P — --- Crown Castle International Corp _ Global Signal Services LLC Crown Castle International Corp de Puerto Rico GoldenState Towers,LLC ` Crown Castle International LLC GS Savings Inc Crown Castle Investment Corp GSPN Intangibles LLC Crown Castle MIA Holding Corp High Point Management Co LLC Crown Castle MM Holding LLC ICB Towers, LLC Crown Castle MU LLC IL-CLEC LLC Crown Castle MUPA LLC IN-CLEC LLC Crown Castle Nevada LLC In SITE Fiber of Virginia,Inc Crown Castle NG Acquisitions Corp(eff 12/14/11) InSITE Solutions, LLC Crown Castle NG Atlantic Inc (eff 514112)fka NextG Networks Atlantic Inc Interstate Tower Communications LLC Crown Castle NG Central Inc (er 513i12)fka NextG Networks of Illinois Inc Intracoastal City Towers LLC JBCM Towers LLC TowerOne North Coventry LLC(eff 3/2/2012) KAW Consulting Pty Ltd(eff 12/12101) TowerOne Partners, LLC(eff 3/2/2012) MA-CLEC LLC TowerOne Upper Pottsgrove 002, LLC(eff 3/2/2012) MD-CLEC LLC TowerOne Warminster 001, LLC(eff 3/2/2012) Mobile Media California LLC TowerOne Warrington 002, LLC(eff 3/2/2012) Crown Castle International Corp. Consolidated Subsidiaries Entity Name 2/06/2013 edition Mobile Media National LLC Towers Finco II LLC Modeo LLC Towers Finco III LLC MW Cell REIT 1 LLC(eff 1/31/12) Towers Finco LLC MW Cell TRS 1 LLC(eff 1/31112) TVHT, LLC New Path Networks,Inc VA-CLEC LLC New Path Networks,LLC WA-CLEC LLC NextG Networks Atlantic, Inc (effective 4/10/12) WCP Wireless Lease Subsidiary,LLC(eff 1/31/2012) NextG Networks of California,Inc (effective 4110112) WCP Wireless Site Funding LLC(eff 113112012) NextG Networks of Illinois, Inc (effective 4/10/12) WCP Wireless Site Holdco LLC(eff 113112 0 1 2) NextG Networks of NY, Inc(effective 4/10/12) WCP Wireless Site Non-RE Funding LLC(eff 113112012) NextG Networks, Inc (effective 4/10/12) WCP Wireless Site Non-RE Holdco LLC(eff V31/2012) NJ-CLEC LLC WCP Wireless Site RE Funding LLC(eff 1/31/2012) NV-CLEC LLC WCP Wireless Site RE Holdco LLC(eff 1/3112 0 1 2) NY-CLEC LLC — Wireless Funding,LLC(eff 113112012) OH CLEC LLC(effective 7/20111) Wireless Realty Holdings II,LLC(effective 5/19/11) OP LLC Wireless Revenue Properties, LLC(eff 1/31/2012) PA-CLEC LLC Pinnacle San Antonio L L C Pinnacle St Lows LLC Pinnacle Towers Acquisition Holdings LLC Pinnacle Towers Acquisition LLC Pinnacle Towers Asset Holding LLC Inactive Entities Pinnacle Towers Canada Inc. Crown Castle Europe LLC eff 12/9/2009 Pinnacle Towers III LLC Crown Castle Mexico,S A de C V eff 12/2010 Pinnacle Towers Limited Pinnacle Towers LLC Pinnacle Towers V Inc Radio Station WGLD LLC RECC Properties Limited(eff 9/20105) SC-CLEC LLC Shaffer&Associates, Inc Sierra Towers,Inc Thunder Towers LLC Tower Systems LLC - — Tower Technology Company of Jacksonville LLC Tower Ventures III, LLC TowerOne 2012, LLC(eff 3/2/2012) TowerOne Allentown 001, LLC(eff 312/2012) TowerOne Doylestown, LLC(eff 3/2/2012) TowerOne Middletown 003, LLC(eff 3/2/2012) .X