HomeMy WebLinkAboutL003-09 - Original - Voicestream PCS III Corporation - Riverbend Driving Range Cellular Phone Tower - 07/17/2003 CITY CLERK
4^4t�o, CITY OF KENT
220 4`"Avenue South
KENT Kent, WA 98032
WASHINGTON
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 1st of the month or
year. Those agreements and amendments will be addressed through subsequent
agreements and/or amendments, if any.
Contract Number: L003-09
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: 54412
Lease Agreement Cover Sheet—Page 1 of 4
5. General Ledger Account Number: P20072
6. King County Tax Parcel Number: 232204-9011 (partial)
7. Address of Parcel: 2020 West Meeker Street, Kent
8. Type of Lease: Lease Agreement - Commercial Property Rental (Riverbend
Driving Range Cellular Phone Tower)
9. Council Authorization Date: June 17, 2003
10. Mayor Signature Date: July 2, 2003
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: July 17, 2003 (earlier of nine months after the date of this
Lease has been signed by both parties, or the date Tenant commences
construction of its improvements on the Premises)
12. Tenant Lease Option Renewal Notification Due Date: 90 calendar days prior
the end of the term
13. Lease Termination Date: July 16, 2008
14. Lease Duration: July 17, 2003 through July 16, 2008. Two 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 period
1982-84=100, Not Seasonally Ad ul sted, 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: 17th of the Month
17. Calculation of Rental Increase(s): Greater of 4% or the percentage increase
in the CPI for the month 12 months prior to the adjustment date. "CPI" means
the Consumer Price Index for All Urban Customers, U.S. City Average, All Items,
issued by the Bureau of Labor Statistics for the United States Department of
Labor (1982-84 = 100).
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/IndustSpeciflc/Leasehold.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.
Lease Agreement Cover Sheet—Page 3 of 4
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
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
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 monthly rent for any payment not paid within 5
calendar days of when due (17th of the month)
23. Late Interest: 2% per month on the amount outstanding if not when due (17th
of the month)
SECTION 7 — OTHER LEASE CONSIDERATIONS:
Section 24 of the Lease Agreement establishes a rental rate of two times the rents
specified for any holding over period after the expiration of the lease term.
Lease Agreement Cover Sheet—Page 4 of 4
LEASE AGREEMENT
THIS LEASE AGREEMENT("Lease")is entered into by and between the CITY OF KENT,
Washington municipal corporation("Landlord")and VOICESTREAM PCS III CORPRATION, a
Delaware corporation, with its principal office in Washington located at 12920 SE 281' Street,
Bellevue, Washington 98006 (Tenant").
BACKGROUND
A. Landlord is the owner in fee simple of a parcel of land located in the City of Kent,
King County, Washington, legally described on the attached Exhibit A
B. Tenant is in the communications business and desires to lease a portion of the
Landlord's property which is legally described on the attached Exhibit B, together with a
nonexclusive access easement,which is legally described on the attached Exhibit C
C. Accordingly,the parties are entering into this Lease on the terms and conditions set
forth below.
AGREEMENT
In consideration of their mutual covenants,the parties agree as follows:
1. Leased Premises. Landlord leases to Tenant and Tenant leases from Landlord the real
property legally described on the attached Exhibit B (the" Land") together with a non-exclusive
easement for ingress, egress and utilities over the adjacent real property legally described on the
attached Exhibit C (the "Access Easemenf'). The Land and the Access Easement are collectively
referred to as the"Premises".
This Lease is not a franchise nor is it a permit to use the City of Kent's rights-of-way. Any
such franchise or permit must be obtained separately from Landlord.
2. Term and Option to Renew. This Lease shall commence on the earlier of.(a)nine(9)
months after the date of this Lease has been signed by both parties, or (b) the date Tenant
commences construction of its improvements at the Premises(the"Commencement Date"),and end
on the date that is one day before the five year anniversary of the Commencement Date.
Additionally,so long as'1 enant is not in default of this Lease,Tenant shall have the option to renew
this Lease for two (2) additional five(5)year period subject to the adjustment of Monthly Rent as
described in Section 3. Should Tenant exercise its option to renew this Lease,that option must be
exercised in writing and delivered to Landlord at least ninety(90)calendar days before the end ofthe
term
LEASE AGREEMENT—Page 1 of 16
aamazord City of Ke4 Tenant. Vomestrea,PCS/II Corporawn) (May 28,2003)
3 Rent.
a. 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,�50.00),plus
Ieasehold tax,if required by law,at a rate established by the State of Washington,currently 12 84%,
commencing on the Commencement Date. Subsequently, the Monthly Rent shall be paid in
advance, on or before the first day of the month during the term hereof. Monthly Rent shall be
mailed to: City of Kent,220 Fourth Avenue South, Kent,Washington 98032,Attention:Facilities
Superintendent.
b. Tenant shall pay Landlord a late payment charge equal to five percent(5%)of
the Monthly Rent 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 lesser of the rate of two percent (2%) per
month.
c For each additional antennae installed by Tenant beyond the initial array
described in Exhibit D, 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 Monthly Rent
d. The Monthly Rent during years two(2)through five(5)of each five(5)year
term shall be increased effective as of each anniversary of the Commencement Date by an amount
equal to the greater of four(4)percent(4%) or the percentage increase in the CPI over the CPI for
the month 12 months prior to the adjustment date. "CPr'means the Consumer Price Index for All
Urban Consumers,U.S. City Average, All Items,issued by the Bureau of Labor Statistics for the
United States Department of Labor(1982-84= 100). If the CPI is converted to a different standard
reference base or otherwise revised,the adjustment set forth in this paragraph shall be made with the
use of the conversion formula published by the Bureau of Labor Statistics.
e. The Monthly Rent during the first year of the renewal term will be adjusted to
Market Rent. As used herein, "Market Rent" means the rent paid for similar uses on similar
properties in the greater Puget Sound area. If Landlord and Tenant cannot agree upon Market Rent
within thirty(30) days after Tenant presents its proposal for Market Rent, then the matter shall be
settled by binding arbitration by a single arbitrator who has experience in telecommunications real
estate leasing matters. Tenant shall present its proposal for Market Rent when it exercises its option
to renew the Lease The arbitration will be administered by JAMS if the parties have not otherwise
agreed to use a different arbitrator or arbitration process. Each party will submit to the arbitrator and
each other at least ten (10) days in advance of the hearing their best offers of Market Rent. The
arbitrator shall award the Market Rent figure that is closest to the true Market Rent. The costs ofthe
arbitration shall be borne by the Tenant. Each party will bear the cost of its own attorney's fees.
f. 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.
LEASE AGREEMENT—Page 2 of 16
(Lanao d Cdy of Kew, Tend Vouesw mn PCs iff Corporaam) (May 28.2003)
4 Use of Premises.
a. Tenant shall use the Premises for the purpose of constructing and operating
wireless communications antennas and associated e-911/location based system on a driving range net
pole to be installed by Landlord; and constructing and operating related wireless communications
ground equipment,support structures and cables(collectively,the"Antennae Facilities'D in half of a
24' x 20' shed to be constructed by Tenant. The Landlord will use the other half of the 24' x 20'
shed. The Prenuses shall be used for no other purpose. Tenant shall have access to the Premises
twenty-four(24)hours a day, seven(7)days a week.
b Tenant shall,at its expense,comply with all present and future federal,state,
and local laws,ordinances,rules and regulations(including laws and ordinances relating to health,
radio frequency emissions, other radiation and safety) in connection with the use, operation,
maintenance,construction and/or installation of the Antennae Facilities and/or the Premises.
C. (1) The Tenant shall remove the Antennae Facilities from the Premises
upon termination ofthe Lease,excluding the 24'x 20'shed described in Exhibit"D". Such removal
shall be done in a workmanlike and careful manner and without interference or damage to any other
equipment,structures or operations on the Premises,including use of the Premises by Landlord or
any of Landlord's assignees or lessees.
(2) Upon removal of the improvements(or portions thereof)as provided
above in subpart(1), Tenant shall restore the affected area of the Premises, normal wear and tear
excluded, to the reasonable satisfaction of Landlord.
(3) All costs and expenses for the removal and restoration to be performed
by Tenant pursuant to subparts (1) and(2) above shall be borne by Tenant, and Tenant shall hold
Landlord harmless from any portion thereof.
d Tenant shall reimburse Landlord THIRTY THOUSAND FIVE HUNDRED
NINETY-FOUR DOLLARS AND 17/100($30,594.17),plus Washington state sales tax of 8.8%,for
the cost and installation ofthe driving range net pole. Tenant shall pay this amount within thirty(30)
days of being invoiced by Landlord.
5. Tenant Improvements,Plans.Bonds.
a. (1) Tenant may improve the Premises by constructing wireless
communications antennas on a driving range net pole, and constructing related wireless
communications ground equipment,support structures and cables. Tenant is required,as part of this
Lease, to complete all the items listed in Exhibit D. Tenant is responsible to provide all labor,
materials, and equipment necessary for the items listed in Exhibit D. Prior to commencing
construction, Tenant shall submit plans and specifications drawn to scale for all improvements to
Landlord for Landlord's written approval, such approval not to be unreasonably withheld. No
improvement,construction,installation or alteration shall be commenced until plans for such work
have been approved by the Landlord and all necessary permits have been properly issued.
LEASE AGREEMENT—Page 3 of 16
(Landlord Cay of Kent, Tenant Vowastremn PCS 91 Corporation) (Mary 28,2003)
Landlord's Parks, Recreation & Community Services Department shall give such approval or
provide Tenant with its requests for changes within thirty(30)working days of Landlord's receipt of
Tenant's work plans. If Landlord's Parks,Recreation&Community Services Department does not
provide such approval or request for changes within such thirty(30)working day period,Landlord's
Parks,Recreation&Community Services Department shall be deemed to have approved the plans
The plan and specifications review schedule described above does not apply to the City of Kent
acting as a governmental entity issuing permits and other approvals for the work Tenant is requesting
to perform,whose schedule is governed by applicable law.
(2) All improvements shall be constructed in a workmanlike manner
without the attachment of any liens to the Premises and shall be completed in compliance with all
applicable laws, rules, ordinances and regulations. If any lien is filed, such lien shall be removed
from the Property within twenty(20)days. Upon completion of the construction and approval by the
City of Kent,the pole shall become the Property ofthe City of Kent,and Tenant shall execute,upon
the request of the City of Kent,a bill of sale evidencing such fact.
(3) Tenant shall conform and comply with all local land use,regulatory,or
building permit conditions issued by the City of Kent in connection with the construction,
operation,or maintenance of Tenant's facilities contemplated in this Lease.
(4) No improvements or modifications to improvements shall be made
without the Landlord's consent, not to be unreasonably withheld, conditioned or delayed.
Moreover,any such improvements or modifications are subject to the conditions set forth in section
a.(I), (2), (3), and(4)above.
b. (i) The Antennae Facilities shall remain the property of Tenant and
Tenant shall remove the Antennae Facilities, excluding the 24' x 20' shed in Exhibit "D" upon
termination of the Lease. Such removal shall be done in a workmanlike and careful manner and
without interference or damage to any other equipment, structures or operations on the Premises,
including use of the Premises by Landlord or any of Landlord's assignees or lessees. If, however,
Tenant requests permission not to remove all or a portion of the improvements, and Landlord
consents to such non-removal,title to the affected improvements shall thereupon be transferred to
Landlord and the same thereafter shall be the sole and entire property of Landlord,and Tenant shall_
be relieved of its duty to otherwise remove same All other alterations,improvements and structures
located or constructed on the Premises (except for movable equipment and tirade fixtures), shall
become the property of Landlord upon termination of the Lease, except that Landlord may, by
written notice to Tenant,require Tenant to remove all such improvements upon termination of the
Lease. Any personal property, equipment, or other improvements which are not removed upon
termination of this Lease shall become the property of Landlord, at Landlord's option.
(2) Upon removal of the improvements(or portions thereof)as provided
above in subpart 5.b.(1), Tenant shall restore the affected area of the Premises to the reasonable
satisfaction of Landlord.
LEASE AGREEMENT—Page 4 of 16
(L vOord City of Kent, Tenant Von stre PCS III Corporation) (May 18, 1003)
(3) All costs and expenses for the removal and restoration to be performed
by Tenant pursuant to subparts 5 b.(1)and(2)above shall be bome by Tenant,and Tenant shall hold
Landlord harmless from any portion thereof
C. Tenant shall annually post a bond(or, at Tenant's option, a letter of credit)
from a surety or bank reasonably acceptable to Landlord,in the amount of Fifteen Thousand Dollars
($15,000.000)to assure that the necessary funds will be available at the termination of the Lease for
removal of all improvements.
6. Use by Other Providers
a. i enant shall design and construct the Antenna Facilities to accommodate 1
(one)other telecommunications provider("Other Provider'. Toward tlus end,Tenant shall design
and construct the tower so that 2(two)antennae or antennae arrays may be placed on it. Tenant shall
also design and construct all ancillary support facilities,including any support buildings, so that 1
(one)Other Provider will have an adequate amount of space to house their own support equipment.
b. Tenant shall cooperate with each new Other Provider in connection with their
locating and placing their antennas and other facilities on the Premises and in the ancillary support
facilities
C. Each new Other Provider shall be solely responsible for the cost of locating
and placing their equipment on the Premises. The Other Provider shall also be responsible for any
liabilities that arise from the Other Provider's use of the Premises.
d. Within thirty(30)days after receipt,Tenant shall notify Landlord in writing of
all sublease or assignment requests or proposals which Tenant receives for use of the Premises.
Within seven (7) working days Tenant shall provide Landlord with any information relating to a
lease to an Other Provider as requested by Landlord. Failure to comply with this provision shall
place Tenant in default and give Landlord the option of exercising any ofthe rights described in this
Lease, subject to any applicable cure period.
7. Net Lease. Landlord shall not be required to make any expenditures of any kind in
connection with this Lease or to make any repairs or improvements to the Premises. The parties
agree that this is a net Lease intended to assure Landlord the rent reserved on an absolute net basis.In
addition to the Monthly Rent reserved above,Tenant shall pay to the parties entitled thereto all taxes,
assessments, insurance premiums, maintenance charges, and any other direct charges, costs and
expenses against the Premises which may be contemplated under any provisions of this Lease.
8. Maintenance.
a. Tenant shall,at its own expense,maintain the Premises and all improvements,
equipment and other personal property on the Premises in good working order,condition and repair.
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. Tenant shall
LEASE AGREEMENT—Page 5 of 16
aanabr& City of Kent, Tenant Vowestrearn PCS 111 Corporation) (May 18,1003)
install, maintain, and replace,when necessary,all landscaping on the Premises required by City of
Kent permits.
b. In the event the Landlord or any other Tenant undertakes painting,
construction or other alterations on the Landlord's property described in Exhibit A,Tenant shall take
reasonable measures,at Tenant's cost,to cover Tenant's equipment,personal property or Antennae
Facilities and protect them from paint and debris fallout which may occur during the painting,
construction or alteration process. This requirement shall not be interpreted as a waiver of any claim
Tenant may raise either against Landlord or any third party due to the Landlord or the third parties'
negligence,so long as Tenant has taken reasonable measures to protect Tenant's equipment,property,
and facilities as required above.
9. Access. Landlord and its agents shalII have the right to enter the Premises at
reasonable times to examine and inspect the Premises.
10. Utilities. Tenant shall,at its expense,separately meter charges for the consumption of
electricity and other utilities associated with its use of the Premises and shall timely pay all costs
associated therewith.
11. 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.
12. Approvals: Compliance with Laws.Tenant's use of the Premises is contingent upon
its obtaining all certificates,permits,zoning,and other approvals that may be required by any federal,
state or local authority. Tenant shall erect, maintain and operate its Antennae Facilities in
accordance with site standards,statutes,ordinances,rules and regulations now in effect or that may
be issued thereafter by the Federal Communications Commission or any other governing bodies.
13. Interference.
a. Tenant's installation,operation,and maintenance of its transmission facilities
shall not damage or interfere in any way with Landlord's activities on the Premises. Tenant agrees to
correct,within thirty(30)calendar days,all such actions which materially interfere with Landlord's
use of the Premises. Tenant agrees to promptly commence good faith efforts to cure interference
upon actual notice of such interference. If the interference cannot be corrected without Tenant's
wireless signal coverage goals from the Premises being materially impacted,Tenant shall have the
right to terminate the Lease.
b. 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.
C. In the event any other party requests a lease and/or permission.to place any
type of additional antennae or transmission facility on the Premises,Landlord shall submit a proposal
complete with all technical specifications reasonably requested by Tenant to Tenant for review for
LEASE AGREEMENT—Page 6 of 16
(landlord City of Kent, Tenant Vowestremn PCS IH Corporation) (May 28,1003)
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 fifteen(15)calendar days following receipt of said proposal
to make any objections thereto,and failure to make any objection within said fifteen(15)calendar
day period shall be deemed consent by Tenant to the installation of Antennae or transmission
facilities pursuant to said proposal. If Tenant gives notice of objection due to interference during
such fifteen(15)calendar day period and Tenant's objections are verified by Landlord to be valid,
then Landlord shall not proceed with such proposal unless the third party modifies the proposal in a
manner determined, in Landlord's reasonable judgment, to adequately eliminate reasonable
interference concerns asserted by TenanL In that case,Landlord may proceed with the proposal. In
the event the third party actually interferes with the operations of Tenant,Landlord shall make good
faith efforts to have such third party cease operation until such interference can be eliminated. A
governmental unit may be allowed to place Antennae or other communications facilities on the
Premises as long as there is no interference with Tenant's use.
14. Default. It shall be a default if:
(a) Tenant defaults in the payment of Monthly Rent or any other sums payable to
Landlord when due,and does not cure such default within fifteen(15)calendar days
after written notice from Landlord
(b) Tenant abandons or vacates the Premises for a period longer than thirty(30) days;
(c) Tenant fails, at any time during this Lease (including optional renewal periods),to
conform or comply with any local land use,regulatory,or building permit conditions
issued by the City in connection with the construction,operation,or maintenance of
fenant's facilities contemplated in this Lease;
(d) Tenant is adjudicated as bankrupt or makes any assignment for the benefit of
creditors;
(e) Tenant becomes insolvent;or if
(f) 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) calendar days after
written notice from the non-defaulting party specifying the default at issue.
15. Cure by Landlord. In the event of any default of this Lease by Tenant,the Landlord
may at any time,after notice,cure the 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 Rent and shall be due from the Tenant to Landlord on the first day ofthe month following
the incurring of the respective expenses. If Tenant disputes the appropriateness of the Additional
Rent in good faith, Tenant will pay such Additional Rent "under protest". Any payment under
Protest by Tenant shall not be considered an admission of liability or a waiver of Tenant's rights
under this Agreement,and such payment shall be subject to refund if Tenant's position is upheld by
an arbitrator.
LEASE AGREEMENT—Page 7 of 16
a4l0ord Gay of Kew Tentad Vou s&e=PCS III Cmporaaoon) (May 28,2003)
16. Optional Termination. Except for instances of default as set forth in Section 14,
above,this Lease may be terminated(a)by Tenant if it is unable to obtain or maintain any license,
permit, or other governmental approval necessary for the construction and/or operation of the
Antennae Facilities or Tenants business; (b) by Landlord if the Landlord decides, in its sole
discretion for any reason, to discontinue use of the Premises for city or public purposes; (c) by
Landlord if it determines through verifiable scientific evidence that continued use ofthe Premises by
Tenant is in fact a threat to health,safety or welfare;(d)by Landlord if Tenant's use of the Premises
violates applicable laws or ordinances; or (e) by Landlord if Tenant loses its license to provide
PCS/cellular service for any reason, including, but not limited to, non-renewal, expiration, or
cancellation of its license.
17 Landlord's Remedies. In the event of an instance of Tenant's default as identified in
Section 14 or Tenant's optional termination in Section 16,Landlord shall be entitled to the amount
of unpaid rent accrued through the date of termination.;and liquidated damages in the amount of six
(6)months rent. If it becomes necessary for the Landlord to use an attorney and/or bring suit for
damages or possession,or if Tenant shall bring any action for any relief against Landlord,declaratory
or otherwise,ansing out of this Agreement,the prevailing party shall have and recover against the
other party in addition to the cost allowed by law, such sum as the court may adjudge to be
reasonable attorney's fees.
18. Removal of Facilities Upon Termination Upon termination of this Lease for any
reason,Tenant shall remove its equipment,personal property,the Antennae Facilities,and leasehold
improvements, excluding the 24' x 20' shed in Exhibit "D", from the Premises within thirty (30)
calendar days from the date of termination,and shall repair any damage to the Premises caused by
such equipment, normal wear and tear excepted; all at Tenant's sole cost and expense. Without
waiving any other rights Landlord may have under this Lease,if any such property or facilities are
not removed or necessary repairs made to the satisfaction of Landlord by the end of this thirty(30)
daytime period after termination,Landlord may,at its option,assume ownership ofthat property by
recording notice thereof with the Recorder's office at King County,Washington,or use the proceeds
of the bond or letter of credit under subsection 5(c) to remove the equipment, personal property,
Antennae Facilities,and leasehold improvements and/or repair any damage to the Premises,normal
wear and tear excepted.
19. Termination,Notice. Any notice of Tenant's termination pursuant to paragraph 16
shall be given to the other party in writing at least thirty(30) calendar days prior to the termination
date by certified mail, return receipt requested, and shall be effective no sooner than thirty (30)
calendar days from the date ofreceipt ofthat notice Landlord may retain such amounts as necessary
from all rentals paid for the Lease of the Premises prior to said termination date to cover Landlord's
economic loss resulting from Tenant's termination.
20. Damage or Destruction. If Tenant's improvements or any portion thereof are
destroyed or damaged so as to materially hinder effective use of the Premises through no fault or
negligence of Tenant,Tenant may elect to terminate this Lease upon thirty(30)calendar days'written
notice to Landlord. In such event, Tenant shall promptly remove the all improvement from the
Premises as set forth in Section 5(b)above. This Lease(and Tenant's obligation to pay rent) shall
LEASE AGREEMENT—Page 8 of 16
aana rd Cay of Kem, Te t Por ire PCS III Corporawn) (May 28,2003)
terminate upon Tenant's fulfillment of the obligations set forth in the preceding sentence,at which
termination Tenant shall be entitled to the reimbursement of any Monthly Rent prepaid by Tenant.
Landlord shall have no obligation to repair any damage to any portion of the Premises.
21. Condemnation. In the event the Premises are taken by eminent domain,this Lease
shall terminate as of the date title to the Premises vests in the condemning authority. In the event a
portion ofthe Premises is taken by eminent domain,either party shall have the right to terminate this
Lease as of said date of title transfer,by giving thirty(30)days written notice to the other party In
the event of any taking under the power of eminent domain, Tenant shall not be entitled to any
portion of the reward paid for the taking and the Landlord shall receive full amount of such award.
Tenant shall hereby expressly waive any right or claim to any portion thereof although all damages,
whether awarded as compensation for diminution in value of the leasehold or to the fee of the
Premises, shall belong to Landlord, Tenant shall have the right to claim and recover from the
condemning authority,but not from Landlord,such compensation as may be separately awarded or
recoverable by Tenant on account of any and all damage to Tenant's business and any costs or
expenses incurred by Tenant in moving/removing its equipment, personal property, Antennae
Facilities, and leasehold improvements.
22. Indemnity and Insurance.
a. Disclaimer of Liability: Landlord shall not at any time be liable for injury or
damage occurring to any person or property from any cause whatsoever arising out of Tenant's
negligent construction,maintenance,repair,use,operation,condition or dismantling ofthe Premises
or Tenant's Antennae Facilities and any other improvements made by Tenant
b Indemnification: Tenant shall, at its sole cost and expense, indemnify and
hold harmless Landlord and all associated,affiliated,allied and subsidiary entities of Landlord,now
existing or hereinafter created,and their respective officers,boards,commissions,employees,agents,
attorneys,and contractors(hereinafter referred to as"Indemnitees"),from and against:
(1) Any and all liability, obligation, damages, penalties, claims, liens,
costs, charges,losses and expenses(including,without limitation,reasonable fees and expenses of
attorneys,expert witnesses and consultants),which may be imposed upon,incurred by or be asserted
against the Indemnitees by reason of any intentional or negligent act or omission of Tenant, its
personnel, employees, agents, contractors or subcontractors, resulting in personal injury, bodily
injury, sickness, disease or death to any person or damage to, loss of or destruction of tangible or
intangible property,libel,slander,invasion ofprivacy and unauthorized use of any trademark,trade
name, copyright, patent, service mark or any other right of any person, firm or corporation,which
may arise out of or be in any way connected with the construction, installation, operation,
maintenance, use or condition of Tenant's Antennae Facilities, Tenant's use of the Premises,
Tenant's other improvements,or Tenants failure to comply with any federal,state or local statute,
ordinance or regulation.
(2) Any and all liabilities,obligations,damages,penalties,claims,liens,
costs,charges,losses and expenses(including,without limitation,reasonable fees and expenses of
attorneys,expert witnesses and other consultants),which are imposed upon,incurred by or asserted
LEASE AGREEMENT—Page 9 of 16
a4nxrd. CayofKew Tenn Voxesdemn PCSIIICorporauon) (May 28,2003)
against the Indemnitees by reason of any claim or lien arising out of work, labor, materials or
supplies provided by or supplied to Tenant, its contractors or subcontractors, for the installation,
construction,operation,maintenance or use of the Premises,Tenant's Antennae Facilities,Tenant's
other improvements and,upon the written request of Landlord,Tenant shall cause such claim or lien
covering Landlord's property to be discharged or bonded within thirty (30) days following such
request.
(3) Notwithstanding the foregoing,Tenant shall not indemnity,defend or
hold harmless Landlord for any liabilities, obligations, damages, penalties, claims, liens, costs,
charges,losses or expenses(including,without limitation,reasonable fees and expenses of attorneys,
expert witnesses and other consultants), arising out of the Indemnitee's negligence or willful
misconduct.
C. Assumption of Risk: Tenant undertakes and assumes for its officers,agents,
affiliates, contractors and subcontractors and employees all risk of dangerous conditions,if any,on
or about the Premises. Tenant's assumption of risk shall not apply to any latent defects or other
dangerous situation,if Landlord knows or should know that defect or situation to exist but has not
disclosed that information to Tenant.
d. Defense of Indemnitees: In the event any action or proceeding shall be
brought against the Indemnitees by reason of any matter for which the Indemnitees are indemnified
hereunder,Tenant shall,upon notice from any ofthe Indemnitees,at Tenant's sole cost and expense,
resist and defend the same;provided however,that Tenant shall not admit liability in any such patter
on behalf of the Indemnitees without the written consent of Landlord and provided further that
Indemnitees shall not admit liability for,nor enter into any compromise or settlement of,any claim
for which they are indemnified hereunder,without the prior written consent of Tenant.
C. Notice,Cooperation and Expenses: Landlord shall give Tenant prompt notice
ofthe making of any claim or the commencement of any action,suit or other proceeding covered by
the provisions of this Section 21. Nothing herem shall be deemed to prevent Landlord from
cooperating with Tenant and participating in the defense of any litigation by Landlord's own counsel
so long as the participation is coordinated with Tenant's legal counsel. Tenant shall pay all expenses
incurred by Landlord in response to any such actions,suits or proceedings. These expenses shall
include all out-of-pocket expenses such as attorney fees and shall also include the reasonable value
of any services rendered by the Landlord's attorney,and the actual expenses of Landlord's agents,
employees or expert witnesses,and disbursements and liabilities assumed by Landlord in connection
with such suits, actions or proceedings but shall not include attorneys' fees for services that are
unnecessarily duplicative of services provided Landlord by Tenant
If Tenant requests Landlord to assist it in such defense,then Tenant shall pay
all expenses incurred by Landlord in response thereto,including defending itself with regard to any
such actions,suits or proceedings. These expenses shall include all out-of-pocket expenses such as
attorney fees and shall also include the costs of any services rendered bythe Landlord's attorney,and
the actual expenses of Landlord's agents, employees or expert witnesses, and disbursements and
liabilities assumed by Landlord in connection with such suits,actions or proceedings which are not
directly attributable to Landlord's negligence.
LEASE AGREEMENT—Page 10 of 16
a4ndlord Cry ofKeM, Tenmi Vox scream PCS Iff Corporation) (May 28,2003)
f Insurance: During the term of the Lease,Tenant shall maintain,or cause to be
maintained,in full force and effect and at its sole cost and expense,the following types and limits of
insurance
(1) Worker's Compensation insurance meeting applicable statutory
requirements and employer's liability insurance with minimum limits of One Hundred Thousand
Dollars($100,000)for each accident.
(2) Comprehensive Commercial General Liability insurance written on an
occurrence basis with limits no less than One Million Dollars($1,000,000)combined single limit per
occurrence and in the aggregate for bodily injury,personal injury and property damage. The policy
shall provide blanket contractual liability insurance for all written contracts, and shall include
coverage for products and completed operations liability,independent contractor's liability;coverage
for property damage from perils of explosion, collapse or damage to underground utilities,
commonly known as XCU coverage.
(3) Automobile Liability insurance covering all owned,hired, and non-
owned vehicles in use by Tenant,its employees and agents,with personal protection insurance and
property protection insurance to comply with the provisions of state law with minimum limits of One
Million Dollars($1,000,000.00)as the combined single limit for each occurrence for bodily injury
and property damage.
(4) Excess Liability insurance with limits not less than Four Million
Dollars($4,000,000.00)per occurrence and in the aggregate.
(5) At the start of and during the period of any construction,builders all-
risk insurance,together with an installation floater or equivalent property coverage covering cables,
materials,machinery and supplies of any nature whatsoever which are to be used in or incidental to
the installation of the Antennae Facilities Upon completion of the installation of the Antennae
Facilities,Tenant shall substitute for the foregoing insurance policies of fire,extended coverage and
vandalism and malicious mischief insurance on the Antennae Facilities. The amount of insurance at
all times shall be representative of the insurable values installed or constructed.
(6) All policies other than those for Worker's Compensation shall be
written on an occurrence and not on a claim made basis.
(7) The coverage amounts set forth above may be met by a combination of
underlying and umbrella policies so long as in combination the limits equal or exceed those stated.
(8) Notwithstanding anything to the contrary contained in this Lease,
Tenant may elect to maintain a plan of self insurance for any and all insurance required to be carried
by Tenant under this Lease so long as(i)Tenant has and continues to have capital and surplus of at
least twenty-five million dollars ($25,000,000.00); (ii) Tenant delivers to Landlord a certificate
stating that the self-insuring party is the insurer for all purposes under this Lease for the particular
risk; and (iii) no such self-insurance shall diminish the rights and privileges to which Landlord is
otherwise entitled under the terms of this Lease when there is a third-party insurer. If the self-
LEASE AGREEMENT—Page i I of 16
(Landlord Cay of Kent, Y'a t t'auestre resm Carpo atm) ' (May 28,2003)
insuring party ceases to maintain a plan of self-insurance with respect to any risk for which this
Lease requires insurance or if the self-insuring party fails to meet the capital and surplus or tangible
net worth requirement set forth above,the self-insuring parry shall give written notice thereof to the
other party and shall immediately comply with the provisions of this Lease relating to the policies of
insurance required
g. Additional Insureds: All policies, except for business interruption and
worker's compensation policies,shall list Landlord and its officials,officers,employees,agents and
assigns, as their respective interests may appear, as additional insureds (herein referred to as the
"Additional Insureds'). Each policy,which is to be endorsed to list Additional Insureds hereunder,
shall contain cross-liability wording,as follows:
In the event of a claim being made hereunder by one insured for
which another insured is or may be liable,then this policy shall cover
such insured against whom a claim is or may be made in the same
manner as if separate policies had been issued to each insured
hereunder.
h. Evidence of Insurance: Certificates of insurance or self insurance for each
insurance policy required to be obtained by Tenant in compliance with this Section,together with a
copy of the endorsement listing the Landlord as additional insured shall be provided to Landlord
prior to the Commencement Date. Tenant shall also provide Landlord written evidence of payment
of required premiums annually during the term of the Lease. Tenant shall immediately advise
Landlord of any claim or litigation that may result in liability to Landlord.
i. Cancellation of Policies of Insurance: All insurance policies maintained
pursuant to this Lease shall contain the following endorsement:
At least sixty(60)days prior written notice shall be given to Landlord
by the insurer of any intention(a)not to renew,(b)to cancel or(c)to
materially alter this insurance policy. Such notice shall be given by
registered mail to the Landlord.
j. Insurance Companies: All insurance shall be effected under valid and
enforceable policies, insured by insurers licensed to do business by the State of Washington or
surplus line carriers on the State of Washington Insurance Commissioner's approved list of
companies qualified to do business in the State of Washington. All insurance carriers and surplus
line carriers shall be rated B+(XR or better by A.M Best Company.Alternatively and subject to
Landlord's prior written approval,which shall not be unreasonably withheld,Tenant shall be allowed
to self-insure for the amounts and types of insurance required herein
k. Deductibles: Any payment of deductible or self-insured retention shall be the
sole responsibility of the Tenant.
1. Contractors: Tenant shall require that each and every one of its contractors
and their subcontractors who perform work on the Premises carry,in full force and effect,workers'
LEASE AGREEMENT—Page 12 of 16
(Landlord Cdy of Ken, Tenant Vomes&e PCS III Corporanan) (May 28,2003)
compensation,comprehensive public liability and automobile liability insurance coverage of the type
which Tenant is required to obtain under the terms of this paragraph with appropriate limits of
insurance.
in Review of Limits: Once during each calendar year during the tern of this
Lease,Landlord may review the insurance coverage to be earned by Tenant If Landlord reasonably
determines that higher limits of coverage are necessary to protect the interests of Landlord or the
Additional hvsureds,Tenant shall be so notified and shall obtain the additional limits of insurance,at
its sole cost and expense
23. Hazardous Substance Indemnification. Tenant represents and warrants that its use of
the Premises herein will not generate any hazardous substance, and it will not negligently or
intentionally store or dispose on the Premises nor transport to or over the Premises any hazardous
substance in violation of any federal or state law. Tenant further agrees to hold Landlord harmless
from and indemnify Landlord against any release of any such hazardous substance and any damage,
loss, or expense or liability resulting from such release including all attorneys' fees, costs and
penalties incurred as a result thereof except any release caused by the negligence of Landlord, its
employees or agents. Similarly, Landlord warrants that the Premises are free of any hazardous
substances and agrees to indemnify and hold Tenant harmless from the Landlord's negligent or
intentional introduction of any hazardous substance by Landlord "Hazardous substance" shall be
interpreted broadly to mean any substance or material defined or designated as hazardous or toxic
waste,hazardous or toxic material,hazardous or toxic or radioactive substance,or other similar term
by any federal,state or local environmental law,regulation or rule presently in effect or promulgated
in the future, as such laws, regulations or rules may be amended from time to time; and it shall be
interpreted to include,but not be limited to,any substance which after release into the environment
will or may reasonably be anticipated to cause sickness, death or disease.
24. Holding Over. Any holding over after the expiration of the term hereof, with the
consent of the Landlord,shall be construed to be a tenancy from month to month and Monthly Rent
shall be paid by Tenant at two times the rents herein specified and shall otherwise be on the terms
and conditions herein specified, so far as applicable.
25. Subordination to Mortme. Any mortgage now or subsequently placed upon any
property of which the Premises are apart shall be deemed to be prior in time and senior to the rights
of the'1 enant under this Lease.Tenant subordinate all of its interest in the leasehold estate created by
this Lease to the lien of any such mortgage. Tenant shall, at Landlord's request, execute any
additional documents necessary to indicate this subordination.
26 Acceptance of Premises. With the exception of latent defects and any hazardous
substance contamination to Landlord's property, by taking possession of the Premises, Tenant
accepts the Premises in the condition existing as of the Commencement Date. Landlord makes no
representation or warranty with respect to the condition of the Premises.
27. Estoppel Certificate. Tenant shall,at any time and from time to time upon not less
than thirty(30)days prior request by Landlord,deliver to Landlord a statement in writing certifying
that(a)the Lease is unmodified and in full force(or if there have been modifications,that the Lease
LEASE AGREEMENT—Page 13 of 16
0ma3lord Cal'olKen4 Tenn Pmce&tr PCS LU Cmpwahon) (May 28,2003)
is in £till force as modified and identify the modifications); (b) the dates to which rent and other
charges have been paid, (c) so far as the person making the certificate knows, Landlord is not in
default under any provisions of the Lease; and(d) such other matters as Landlord may reasonably
request.
28. Notices. All notices,requests,demands,and other communications hereunder shall
be in writing and shall be deemed given if personally delivered or mailed, certified mail, return
receipt requested; to the following addresses:
If to Landlord,to: Facilities Manager
City of Kent
220 Fourth Avenue South
Kent,WA 98032
With a copy to: City Clerk
City of Kent
220 Fourth Avenue South
Kent,WA 98032
If to Tenant,to: Voicestream Wireless Corporation
12920 SE 38 h Street
Bellevue, WA 98006
Attn: PCS Lease Administrator
With a copy to: Legal Department
With a copy to: Voicestream PCS III Corporation
19807 North Creek Parkway North
Bothell, WA 98011
Attn: Lease Administration Manager
29 Assu mment and Subletting.
a. Subject to the provisions of Section 6 and Section 28.d., Tenant shall not
assign this Lease in whole or in part,or sublet all or any part of the Premises without the Landlord's
prior written consent. Consent by Landlord to any assignment or subletting shall not constitute a
waiver of the necessity of such consent to any subsequent assignment or subletting. This prohibition
against any assignment or subletting shall be construed to include a prohibition against any subletting
or assignment by operation of law. If this Lease is assigned,or if the Premises or any part thereof is
sublet or occupied by anyone other than Tenant, Landlord may collect rent from the assignee,
subtenant or occupant and apply the net amount collected to the rent and other obligations of 1 enant
hereunder reserved,but no such assignment,subletting,occupancy or collection shall be deemed a
LEASE AGREEMENT—Page 14 of 16
(Ladtard City of Kent, Tend Yozces&r PCS III Corporatm) (May 28,2003)
waiver or release of Tenant from the further performance by Tenant of the covenants on the part of
Tenant hereunder contained.
b. If Tenant is acorporation,partnership,or limited liability company,and ifthe
control thereof changes at anytime during the term of this Lease,then Landlord at its option may,by
giving ten (10) days prior written notice to Tenant, declare such change a breach of this section
unless Landlord has previously approved in writing the new controlling party.
C. Any person or entity to which this Lease is assigned pursuant to the provisions
of the Bankruptcy Code, I I USC §101,et seq.,shall be deemed without further act to have assumed
all of the obligations of'Tenant arising under this Lease on and after the date of such assignment.
Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming
such assumption. Any monies or other considerations payable or otherwise to be delivered in
connection with such assignment shall be paid to Landlord, shall be the exclusive property of
Landlord, and shall not constitute property of the Tenant or of the estate of Tenant within the
meaning of the Bankruptcy Code. Any monies or other considerations constituting Landlord' s
property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the
benefit of Landlord and be promptly paid to Landlord.
d. Notwithstanding anything to the contrary in this Lease,"Tenant shall have the
right to assign this Lease to any of Tenant's partners or affiliates.
30. Other Leases. Nothing in this Lease shall preclude Landlord from leasing other space
for communications equipment to any person or entity which may be in competition with Tenant,or
any other party.
31. Successors and Assims. This Lease shall be binding upon and inure to the benefit of
the parties,their respective successors,personal representatives and assigns.
32. Non-Waiver. Failure of Landlord to insist on strict performance of any of the
conditions, covenants, terms or provisions of this Lease or to exercise any of its rights hereunder
shall not waive such rights,but Landlord shall have the rights to enforce such rights at any time and
take such action as might be lawful or authorized hereunder,either in law or equity. The receipt of
any sum paid by Tenant to Landlord after a breach ofthis Lease shall not be deemed a waiver of such
breach unless expressly set forth in writing.
33. Taxes.
a. Tenant shall pay all real and personal property taxes(or payments in lieu of
taxes) and assessments for the Premises that are directly the result of Tenant's communication
equipment,if any,which become due and payable during the term of this Lease. All such payments
shall be made,and evidence of all such payments shall be provided to Landlord,at least ten(10)days
prior to the delinquency date of the payment. Tenant shall pay all taxes on its personal property on
the Premises.
b. i'enant shall indemnify Landlord from any and all liability, obligation,
damages,penalties,claims,liens,costs,charges,losses and expenses(including,without limitation,
LEASE AGREEMENT—Page 15 of 16
(Landlord City ofKerd, Tenant Ywcalrea t PCS lu Corporation) (May 28,2003)
reasonable fees and expenses of attorneys,expert witnesses and consultants),which may be imposed
upon,incurred by or be asserted against Tenant in relation to the taxes owed or assessed on Tenant's
Property on the Premises.
C. If the methods of taxation in effect at the Commencement Date of the Lease
are altered so that in lieu of or as a substitute for any portion of the property taxes and special
assessments now imposed on property there is imposed a tax upon or against the rentals payable by
Tenant to Landlord,Tenant shall pay those amounts in the same manner as provided forthe payment
of real and personal property taxes.
34. Miscellaneous.
a. Landlord and Tenant represent that each,respectively, has full right,power,
and authority to execute this Lease.
b. This Lease constitutes the entire agreement and understanding of the parties
and supersedes all offers, negotiations, and other agreements of any kind. There are no
representations or understandings of any kind not set forth herein. Any modification of or
amendment to this Lease must be in writing and executed by both parties.
C. This Lease shall be construed in accordance with the laws of the State of
Washington. Venue and jurisdiction of any lawsuit arising out of the performance or obligations of
this lease shall be in the King County Superior Court, Kent Regional Justice Center, Kent,
Washington.
d. If any term of this Lease is found to be void or invalid, such mvalidity shall
not affect the remaining terms of this Lease,which shall continue in full force and effect.
THIS LEASE IS EXECUTED and shall become effective on the last date indicated below.
LANDLORD: TENANT:
CITY II' 111T VOICESTRE PCS III CORPORATION
By: By:
Print ame: 1 Nll, Print e: &yrjrx Gunne I.SLN�
Its: Its:
_l
DATE: 7- a O DATE:_ 991 —COJ2=1Io3
APPROVED AS TO FORM: ATTEST:
Print Name: kc BRENDA JACOBER,&tNT CITY CLERK
City of Kent Law Department
LEASE AGREEMENT—Page 16 of 16
amdfmd Cary of Kad, T=W Vow avemn PCS LU Cmpmanon) (May 18,2003)
EXHIBIT A
LEGAL DESCRIPTION OF LANDLORD'S PROPERTY
That portion of the East half of the Northeast quarter of the Northwest quarter,
Section 21, Township 22 North, Range 4 East, W.M , records of King County,
Washington,lying southerly of J.L.Reith Road.
EXCEPT Roads
Situated in the County of King, State of Washington.
LEASE AGREEMENT—EXHIBIT A
(Landlord City of Kent, Tenant Vomestreat PCS Ill Corporntton)
DGMIT B
LEGAL DESCRIPTION OF PREMISES
Situated in King County, State of Washington, part of the S.E.
quarter of the N.W. quarter of Section 23, Township 22 North,
Range 4 East, being a Lease on part of land, now or formerly in
the name of The City of Kent and being more particularly
described as follows;
Commencing at the intersection of the south line of Meeker Road
with the west line of Russel Road;
Thence, S 63*53. 30" W, along said south line, a distance of
726. 97 feet;
Thence, following the arc of a curve to the left, having a radius
of 61.221 , a chord of 53. 15, bearing S 60`05' 26" E, a total arc
length of 54 . 98 feet;
Thence, following the arc of a curve to the right, having a
radius of 46 .001 , a chord of 27 . 56, bearing S 68'22' 52" E, a
total arc length of 27. 99 feet;
Thence, S 50056' 47" E, a distance of 17 . 56 feet;
Thence, following the arc of a curve to the right, having a
radius of 229.151 , a chord of 106.31, bearing S 34028115" E, a
total arc length of 107.29 feet;
Thence, S 20044151" E, a distance of 245. 36 feet;
Thence, S 11023118" E, a distance of 74 . 51 feet;
Thence, N 78'36142" E, a distance of 6. 00 feet to the place of
beginning of the lease area herein described;
Thence, N 11023118" W, a distance of 75. 00 feet;
Thence, N 78036142" E, a distance of 50. 00 feet;
Thence, S 11023' 18" E, a distance of 75.00 feet;
Thence, S 78'36142" W, a distance of 50. 00 feet to the place of
beginning and containing 3, 750 sq. ft. (0 . 0861 acres) of land.
LEASE AGREEMENT-Exbibit"B"
(I amd CayofKent, Tenant Vok at-o PCSHICorvwwwn)
EXHIBIT C
LEGAL DESCRIPTION OF ACCESS EASEMENT
Situated in King County, State of Washington, part of the S.E.
quarter of the N.W. quarter of Section 23, Township 22 North,
Range 4 East, being a 12' Access Easement on part of land, now or
formerly in the name of The City of Kent and being more
particularly described as follows;
Commencing at the intersection of the south line of Meeker Road
with the west line of Russel Road;
Thence, S 63053130" W, along said south line, a distance of
726. 97 feet to the beginning of the centerline of said 12' access
easement;
Thence, following the arc of a curve to the left, having a radius
of 61. 22' , a chord of 53 . 15, bearing S 60005126" E, a total arc
length of 54 . 98 feet;
Thence, following the arc of a curve to the right, having a
radius of 46. 001 , a chord of 27. 56, bearing S 68022' 52" E, a
total arc length of 27 . 99 feet;
Thence, S 50056147" E, a distance of 17 . 56 feet;
Thence, following the arc of a curve to the right, having a
radius of 229. 151 , a chord of 106. 31, bearing S 34°28115" E, a
total arc length of 107 .29 feet;
Thence, S 20044151" E, a distance of 245. 36 feet;
Thence, S 11023118" E, a distance of 74. 51 feet to the
termination of the centerline of the 12' access easement and
containing 6, 348 sq. ft . (0 . 1457 acres) of land.
LEASE AGREEMENT—Exhibit"C"
(Landlord CnyofXew Tenaw Voxesera PCSIIICorporauon)
EXHIBIT D
SCOPE OF WORK TO BE COMPLETED BY VOICESTREAM PCS III
Installation of a wireless communications facility on an existing
120' golf course netting support pole with ground equipment to be
located in a reconstructed shed. Prior to installation of
Tenant' s equipment, Tenant shall remove two existing sheds and
replace with one 24' X 20' shed, one half of which will be for
Landlord use. Tenant shall paint antennas and any exposed coax
to match the pole color. A preconstruction meeting shall occur
prior to Tenant start of construction.
T m mMobile �
RR@RM9
JUL 21 Z003
CITY OF KENT
CITY CLERK
July 15, 2003
Via Airborne Express
City of Kent
Facilities Manager
220 Fourth Avenue South
Kent, WA 98032
Re: PCS Site#SE 4019C,Riverbend Golf,Lease Agreement
To Whom It May Concern:
Please take notice that Tenant, VoiceStream PCS III Corporation, a subsidiary of T-Mobile USA,
Inc.,hereby commences the Lease at the above-referenced site, effective July 17, 2003 ("the
Commencement Date'), pursuant to the Lease between Tenant and the City of Kent as Landlord
A check for the prorated July and full August 2003 rent should be sent to you within 10 business
days. Henceforth rent will arrive via U S. Mail on or before the first of the month beginning in
September 2003.
On behalf of VoiceStream Wireless, I would like to thank you for your involvement with the
development of our wireless network. Please feel free to call either our landlord phone line at
(206) 226-0034 or our lease administrator, Jill Goldman, at(425) 398-7631 1f you should have
any questions or concerns.
Sincerely,
VOICESTREAM PCS III CORPORATION
U
Tung Bui !—
Executive Direct
Cc: City Clerk
T-Mobile USA,iK
19807 North Creek Parkway North
Bothell,WA 98011
T • •Mobile me
June 9, 2008 Q
O
Via U.S. Mail
Facilities Manager
City of Kent _
220 Fourth Avenue South
Kent, WA 98032
Re: PCS Site#SE04019C Riverbend Golf,Lease Agreement
Dear Facilities Manager:
This letter shall service as notice of intent to renew the Lease Agreement between T-Mobile
West Corporation, as successor in interest to, VoiceStream PCS III Corporation, (formerly
Western PCS III Corp.), a subsidiary of T-Mobile USA, Inc. as Tenant and City of Kent as
Landlord. The initial term of this agreement shall expire July 16, 2008.
Per section 2 of the Agreement, T-Mobile has the right to renew the Lease Agreement for(2)two
additional five year term under the same terms and conditions as set form previously.
We greatly appreciate the opportunity to continue leasing space from you. If you have any
questions please feel free to contact my direct line at(425) 398-7604 or laurie.goggans a t-
mobile.com.
Sincerely,
T-Mobile US
Laurie Goggans
Lease Coordinator
NW Area
cc: City Clerk, City of Kent, 220 Fourth Avenue South, Kent, WA 98032
T-Mobile USA,Inc
19807 North Creek Parkway North
Bothell,WA 98011
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.ggv.
Thank you,
Keith Valdez
Special Programs Division
Washington State Department of Revenue
(360) 570-3251
-----Original Message-----
i
From: Ely, Mariane mailto:MEl @ci.kent.wa.us
� Y l
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
melt'@ci.kent.wa.us
2
CERTIFICATE OF LIABILITY INSURANCE page 1 of 1 02/08/2013
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PRODUCER CONTACT
NAME
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c/o 26 century Blvd 877-945-7378 888-467-2378
P. 0. Box 305191 E-MAIL certificates@willis.com
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INSURED
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See Attached Named Insured List INSURERC
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INSR ITR TYPE OF INSURANCE DD' SUe POLICY NUMBER POLICY EFF POLICY EXP LIMITS
A GENERAL LIABILITY 70210228 4/1/2012 4/1/2013 EACHOCCURRENCE $ 1,000,000
}[ COMMERCIAL GENERAL LIABILITY PREMISES EaEocccureence $ 1 1 000 000
CLAIMS-MADEI:ilOCCUR MED EXP(Anyone person) $ 5 000
PERSONAL B ADV INJURY $ 1,000,000
GENERAL AGGREGATE $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGO $ 2,000,000
X POLICY PRO LOC I $
A AUTOMOBILE LIABILITY 70210229 4/1/2012 4/1/2013 COMBINED SINGLE LIMIT 1,000,000
(Ea accident) $
X ANYAUTO BODI LY INJURY(Per person) $
A O SCHEDULED
AUTOS AUTOS BODILY INJURY(Per accident) $
HIRED AUTOS NON-OWNED PROPERTY DAMAGE
AUTOS (Per accident) $
FA
X UMBRELLA LIAB X OCCUR 61844671 /1/2012 4/1/2013 EACHOCCURRENCE $ 5,000,000
EXCESS LIAR ACLAIMS-MADE AGGREGATE $ 5,000,000
DED 'RETENTION$ $
WORKERS COMPENSATION 71710698 4/1/2012 4/1/2013 X
AND EMPLOYERS'LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE IVEN/A EL EACH ACCIDENT $ 1,000,000
OFFICER/MEMiBER EXCLUDED — — - - ---
IMandatory in NH) EL DISEASE-EA EMPLOYEE $ 1,000,000
ff yes descnbe under -
DESCRIPTIONOF OPERATIONS below EL DISEASE-POLICY LIMIT 5 1,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach Acord 101,Additonal Remarks Schedule,if more space is required)
Business Unit # 823851 at 23825 98th Ave So. (T.G: 716/Bl) Kent, WA 98031
Effective 11/30/2012
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.
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ACCORDANCE WITH THE POLICY PROVISIONS
City of Kent AUTHORIZED REPRESENTATIVE
Facilities Manager/City Clerk
220 Fourth Avenue South
Kent, WA 98032 4tTt!
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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 513,112)fka NextG Networks of NY Inc
Atlantic Coast Communications LLC Crown Castle NG Networks Inc (elf 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 Pty Ltd(eff 6114/11)
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 10/31/2012} — 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 It 1119109) 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 Pty Limited(eff 8/13/08)
Crown Castle AS LLC (eff 4/29/11) DC-CLEC LLC
Crown Castle Atlantic LLC Divame Pty Limited(effective 10/26/12)
Crown Castle Augusta LLC FL-CLEC LLC
Crown Castle Australia Holdings Ply Ltd Global Signal Acquisitions II LLC
Crown Castle Australia Pty 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 MM 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 12114/11) InSITE Solutions,LLC
Crown Castle NG Atlantic Inc (eff&4/12)fka NextG Networks Atlantic Inc Interstate Tower Communications LLC
Crown Castle NG Central Inc (eff 513112)fka NextG Networks of Illinois Inc Intracoastal City Towers LLC
JBCM Towers LLC TowerOne North Coventry LLC(etf 3/212012)
KAW Consulting Ply 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 TowerCine 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(off 1/31/12) Towers Finco LLC
MW Cell TRS 1 LLC(eff 1/31/12) TVHT,LLC
New Path Networks, Inc VA-CLEC LLC
New Path Networks,LLC WA-GLEC LLC
NextG Networks Atlantic, Inc (effective 4/10/12) WCP Wireless Lease Subsidiary,LLC(eff 1131/2012)
NextG Networks of California, Inc (effective 4/10/12) WCP Wireless Site Funding LLC(eff 1/31/2012)
NextG Networks of Illinois, Inc (effective 4/10/12) WCP Wireless Site Holdco LLC(eff 1/31/2012)
NextG Networks of NY, Inc(effective 4/10/12) WCP Wireless Site Non-RE Funding LLC(eff 1131/2012)
NextG Networks,Inc (effective 4110/12) WCP Wireless Site Non-RE Holdco LLC(eff 1/31/2012)
NJ-CLEC LLC WCP Wireless Site RE Funding LLC(eff 1/31/2012)
NV-CLEC LLC WCP Wireless Site RE Holdco LLC(eff 1/31/2012)
NY-CLEC LLC Wireless Funding,LLC(eff 1/31/2012)
OH CLEC LLC(effective 7/20/11) 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 Louis 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 9Y2 m)
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 3/2/2012)
TowerOne Doylestown,LLC(eff 3/2/2012)
TowerOne Middletown 003, LLC(eff 3/2/2012)