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L004-09 - Original - Voicestream PCS III Corporation - Pump Station No. 5 Cellular Phone Tower - 09/27/2005
CITY CLERK 4^4�� CITY OF KENT KENT 220 4KenteWA 98032 W AS H INGTON 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: L004-09 1. Responsible Department/Division: Public Works 2. Contact Person and Title: Kevin Swinford Telephone Extension: 5613 3. Tenant (Customer) Name: T-Mobile USA, Inc 4. Tenant (Customer) Number: 105164 Lease Agreement Cover Sheet—Page 1 of 4 5. General Ledger Account Number: 41005550.56260 6. King County Tax Parcel Number: 182205-9055 (partial) 7. Address of Parcel: 23825 98t' Avenue South, Kent 8. Type of Lease: Lease Agreement - Commercial Property Rental (Pump Station No. 5 Cellular Phone Tower) 9. Council Authorization Date: September 20, 2005 10. Mayor Signature Date: September 23, 2005 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: September 27, 2005 (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 or installation of utilities) 12. Tenant Lease Option Renewal Notification Due Date: 90 calendar days prior the end of the then-current term 13. Lease Termination Date: September 26, 2010 14. Lease Duration: September 27, 2005 through September 26, 2010. 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 Adiusted, issued by the U S. Bureau of Labor Statistics. If the CPI is converted to a different standard reference base, or Lease Agreement Cover Sheet-Page 2 of 4 otherwise revised, the adjustment set forth in this paragraph shall be made with the use of the conversion formula published by the U.S. Bureau of Labor Statistics. 15. Rent: $1,300.00/month (excludes leasehold excise tax) 16. Rent Due Date: 27th 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/IndustSpecific/Leasehold.pd ). 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 (27th of the month) 23. Late Interest: 2% per month on the amount outstanding if not when due (27th 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 CORPORATION, a Delaware corporation, with its principal office in Washington located at 12920 SE 38 h 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 (the"Property"). B. Tenant is in the communications business and desires to lease that portion of the 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 that portion of the Property legally described on the attached Exhibit B (the "Premises") 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 Easement"). 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 on the Premises or installation of utilities within the Access Easement (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 Tenant is not in default of this Lease, Tenant shall have the option to renew this Lease for two (2) additional five (5) year periods 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 of the then-current term. LEASE AGREEMENT—Page 1 of 15 (Landlord City of Kent, Tenant Voicestream PCS 1H Corporation) (August 17,2005) 3. Rent. a. Tenant 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, 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 rate of two percent (2%) per month. C. 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 or the percentage increase in the CPI over the CPI for the month 12 months prior to the adjustment date. "CPI" 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. d. The Monthly Rent during the first year of a 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 of the arbitration shall be borne by the Tenant. Each party will bear the cost of its own attorney's fees. e. 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. 4. Use of Premises. a. Tenant shall use the Premises for the purpose of locating, maintaining, replacing, removing, operating, and upgrading a wireless communications antenna on a pole. Tenant shall also use the Premises for the purposes of constructing, maintaining, replacing, removing, operating, and upgrading related wireless communication ground equipment, support LEASE AGREEMENT—Page 2 of 15 (Landlord City of Kent, Tenant Yorcestream PCS III Corporation) (August 17,2005) structures, and cables. The antenna and related facilities shall collectively be referred to as the "Antennae Facilities." The Premises shall be used for no other purpose. b. Tenant shall, at its expense, comply with all applicable 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. 5. Tenant Improvements,Plans,Bonds. a. (1) Tenant may improve the Premises by constructing the Antennae Facilities. 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. 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. 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. (2) All improvements shall be constructed in a workmanlike manner without the attachment of any liens to the Property and shall be completed in compliance with all permits, applicable laws, rules, ordinances, and regulations. If any lien is filed, such lien shall be removed from the Property or bonded over, per RCW 60.04.161, within twenty (20) days of the lien being recorded with the King County Recorder's office b. (1) The Tenant shall remove the Antennae Facilities from the Premises 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 Other Provides as described in Section 6.a, Landlord,or any of Landlord's assignees. (2) Upon removal of the improvements (or portions thereof) as provided above in subpart (1), Tenant shall restore the affected area of the Premises and Access Easement,normal wear and tear excluded, to the reasonable satisfaction of the 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. (4) If Tenant requests permission not to remove all or a portion of the improvements upon termination of this Lease per section 5.b(1), 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 LEASE AGREEMENT—Page 3 of 15 (Landlord City of Kent, Tenant Voicestream PCS Ill Corporation) (August 17,2005) of its duty to otherwise remove same. All other alterations, improvements and structures located or constructed on the Premises (except for movable equipment and trade 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. 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). Landlord may use these funds at the termination of the Lease for removal of all improvements and repair of the Premises and Access Easement should Tenant not comply with the requirements of this section. 6. Use by Other Providers. a. Tenant shall also design and construct all ancillary support facilities, including any support buildings, so that 1 (one) additional wireless communications provider ("Other Provider") will have an adequate amount of space to house its own support equipment. b. Tenant shall cooperate with each new Other Provider that Landlord leases to in connection with the Other Provider locating and placing its 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 its 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. 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 or Access Easement. 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 and Access Easement which may be contemplated under any provisions of this Lease. 8. Maintenance. a. Tenant shall, at its own expense, maintain the Premises, Access Easement, and all improvements, equipment and other personal property on the Premises in good working order, condition and repair. Tenant shall keep the Premises and Access Easement 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 install, maintain, and replace, when necessary, all landscaping required by Exhibit D and 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 LEASE AGREEMENT—Page 4 of 15 (Landlord City of Kent, Tenant Voicestream PCS 111 Corporation) (August 17,2005) 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 shall have the right to enter the Premises at reasonable times to examine and inspect the Premises; provided, however, that in no event will Landlord, its employees, agents or contractors remove, relocate, alter, modify or otherwise tamper with Tenant's Antennae Facilities. Tenant shall have 24-hours-a-day, 7-days-a-week access to the Premises at all times during the term of this Lease. 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 and Access Easement. 12. Approvals; Compliance with Laws Tenant's use of the Premises and Access Easement 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 agrees that its construction and operations will in no way affect the security or operation of Landlord's facilities at the Property. Tenant acknowledges that Landlord's use of the Property may have associated security issues. b. Tenant's installation, operation, and maintenance of its transmission facilities shall not damage or interfere in any way with Landlord's activities on the Property. Tenant agrees to correct, as soon as possible and in all instances within 24 hours of notice of the interference, all such actions which interfere with Landlord's use of the Property. 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. C. 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 Property. d. In the event that an Other Provider requests a lease from Landlord to place any type of 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 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 Other LEASE AGREEMENT—Page 5 of 15 (landlord City of Kent, Tenant Voicestream PCS III Corporation) (August 17,2005) Provider 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 Other Provider modifies the proposal in a manner determined, in Landlord's reasonable judgment, to adequately eliminate reasonable interference concerns asserted by Tenant. In that case, Landlord may proceed with the proposal. In the event the Other Provider actually interferes with the operations of Tenant, Landlord shall make good faith efforts to have the Other Provider cease operation until the 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 Tenant'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 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; provided, however, that neither parry will be in non-monetary default under this subsection if it commences curing such default with such 30-day period and thereafter diligently prosecutes the cure to completion. 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 surn 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 of the month following the incurring of the respective expenses. If Tenant disputes LEASE AGREEMENT—Page 6 of 15 (Landlord City of Kent, Tenant VoicestreamPCSIUCorporation) (August17,2005) 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 a court. 16. Optional Termination. Except for instances of default as set forth in Section 14, 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 Tenant's business; (b) by Landlord upon ninety (90) days prior written notice to Tenant, 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 of the 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. Damages and Attorney s Fees. 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, arising out of this Lease, 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. Termination; Notice. Except as otherwise provided above in Section 16(b), any notice of termination pursuant to Section 16 shall be given to the other party in writing at least thirty (30) calendar days prior to the termination date in accordance with the provision of Section 28. 19. 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 all improvements from the Premises as set forth in Section 5(b) above. This Lease (and Tenant's obligation to pay rent) shall 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 or Access Easement. 20. 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 of the 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 of all damage awards, whether awarded as compensation for diminution in value of the leasehold or LEASE AGREEMENT—Page 7 of 15 (Landlord City of Kent, Tenant Voicestream PCS III Corporation) (August 17,2005) the fee of the Premises. 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. 21. Indemnity. 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 of the Premises, Access Easement, 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 of privacy 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 and Access Easement, Tenant's other improvements, or Tenant's 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 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, Access Easement, Tenant's Antennae Facilities, Tenant's other improvements. Tenant shall cause such claim or lien covering Landlord's Property to be discharged or bonded per the requirements in section 5.(a)(2). (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. LEASE AGREEMENT—Page 8 of 15 (Landlord City of Kent, Tenant Voieestream PCS III Corporation) (August I7,1005) 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 and Access Easement. 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 of the Indemnitees, at Tenant's sole cost and expense, resist and defend the same; provided however, that Tenant shall not admit liability in any such matter 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. e. Notice, Cooperation and Expenses: Landlord shall give Tenant prompt notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this Section 21. Nothing herein shall be deemed to prevent Landlord from cooperating with Tenant and participating in the defense of any litigation by Landlord's attorney so long as the participation is coordinated with Tenant's attorney. 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 the reasonable value of any services rendered by the Landlord's attorney; 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. Provided, however, these expenses shall not include attorneys' fees for services that are unnecessarily duplicative of services provided Landlord by Tenant. 22. Insurance. a. Type and Amount: 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. LEASE AGREEMENT—Page 9 of 15 (Landlord City of Kent, Tenant Voicestream PCS JH Corporation) (August 17,2005) (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. b. Additional Insureds: All policies, except for business interruption, the policies specified in Section 22.a(5) 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. C. 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. LEASE AGREEMENT—Page 10 of 15 (Landlord City of Kent, Tenant Voicestream PCS LU Corporation) (August 17,2005) d. Cancellation of Policies of Insurance: All insurance policies maintained pursuant to this Lease shall contain the following endorsement: At least thirty (30) 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 reduce the coverage afforded under this insurance policy. Such notice shall be given by registered mail to the Landlord. e. 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 A- (VIII) or better by A.M. Best Company. f. Deductibles: Any payment of deductible or self-insured retention shall be the sole responsibility of the Tenant. g. Contractors: Tenant shall require that each and every one of its contractors and their subcontractors who perform work on the Premises and Access Easement carry, in full force and effect, workers' 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. h. Review of Limits: Once during each calendar year during the term of this Lease, Landlord may review the insurance coverage to be carried by Tenant. If Landlord reasonably determines that higher limits of coverage are necessary to protect the interests of Landlord or the Additional Insureds, 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 and Access Easement will not generate any hazardous substance, and it will not negligently or—intentionally store, or dispose, or transport over the Premises and Access Easement 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 and Access Easement 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. LEASE AGREEMENT—Page 11 of 15 (Landlord Crty ofKent, Tenant Vmcestream PCS IN Corporation) (August 17,2005) 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 Mortgage. Any mortgage now or subsequently placed upon any Property of which the Premises are a part shall be deemed to be prior in time and senior to the rights of the Tenant 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 within ten (10) days of written request by Landlord; provided that such documents include provisions by which Landlord's mortgagees agree that Tenant's use and quiet enjoyment of the Premises and Access Easement will not be disturbed so long as Tenant is not in default under this Lease. 26. Acceptance of Premises. With the exception of latent defects and any hazardous substance contamination existing prior to the Commencement Date, by taking possession of the Premises, Tenant accepts the Premises and Access Easement in the condition existing as of the Commencement Date. Landlord makes no representation or warranty with respect to the condition of the Premises or Access Easement. 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 is in full 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, or by a nationally recognized courier service, 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 LEASE AGREEMENT—Page 12 of 15 (Landlord City of Kent, Tenant Voicestream PCS III Corporation) (August 17,2005) If to Tenant,to: VoiceStream PCS III Corporation c/o T-Mobile 12920 SE 38' Street Bellevue, WA 98006 Attn: PCS Lease Administrator With a copy to: VoiceStream PCS III Corporation c/o T-Mobile 19807 North Creek Parkway North Bothell, WA 98011 Attn: Lease Administration Manager 29. Assignment and Subletting. a. Tenant shall not sublet all or any part of the Premises. Tenant shall not assign its interest in this Lease without Landlord's prior written consent, which will not be unreasonably withheld. Consent by Landlord to any assignment shall not constitute a waiver of the necessity of such consent to any subsequent assignment. 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, Landlord may collect rent from the assignee, and apply the net amount collected to the rent and other obligations of Tenant hereunder reserved. Consent by Landlord to an assignment shall not be deemed a 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 a corporation, partnership, or limited liability company, and if the control thereof changes at any time 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 or unless Landlord's approval is not required pursuant to Section 29A, below. C. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, 11 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 without Landlord's consent to any of Tenant's partners or affiliates. LEASE AGREEMENT—Page 13 of 15 (Landlord City ofKent, Tenant Voicestream PCS III Corporation) (August 17,2005) 30. Other Leases. Nothing in this Lease shall preclude Landlord from leasing other space for communications equipment to any person or entity who may be in competition with Tenant, or any other party. 31. Successors and Assigns. This Lease shall run with the Premises and be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 32. Non-Waiver. Failure of either party 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 such party shall have the rights to enforce such nghts 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 of this 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 and Access Easement 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. Tenant shall indemnify Landlord from 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 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 for the 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 LEASE AGREEMENT—Page 14 of 15 (Landlord City of Kent, Tenam Votcestream PCSIDCorporatton) (August 17,2005) 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 invalidity 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 NT VOICESTREAM PCS III CORPORATION r � c By: By: Print N Im ite Print Name: Its: ayor Its: Date: ,3 -06— Date: APPROVED AS TO FORM: ATTEST: ��� �s Kent Law Department BRENDA JACPAER, KENY CITY CLERK P\Cmf\FQ.ES%OpenFdes10863\Vorc greemLense-PumpSutionNo5 dm LEASE AGREEMENT—Page 15 of 15 (Landlord City of Kent, Tenant Voicestream PCS III Corporation) (August 17,1005) EXHIBIT A LEGAL DESCRIPTION OF LANDLORD'S PROPERTY Lot 1, City of Kent Short Plat Number SP 84-10, recorded under Recording Number 8412200589, being a portion of the north half of the southwest quarter of the southeast quarter of the southeast quarter in Section 18, Township 22 North, Range 5 East, W.M. , in King County, Washington. LEASE AGREEMENT RE:PUMP STATION NO.5 —EXHIBIT A (Landlord City of Kent, Tenant voicestream PCS III Corporation EXHIBIT B LEGAL DESCRIPTION OF PREMISES All that portion of Lot 1, City of Kent Short Plat Number SP 84-10, recorded under Recording Number 8412200589,records of King County,State of Washington,being a portion of the north half of the southwest quarter of the southeast quarter of the southeast quarter un Section 18, Township 22 North,Range 5 East.W.M.,in King County, Washington,described as follows: The south 20(twenty)feet of the north 30(thirty)feet of the east 30(thirty)feet of the west 40 (forty)feet, as measured along the north line, of said Lot 1; Containing 600 square feet; Situate in the County of King, State of Washington. LEASE AGREEMENT RE-PUMP STATION NO.5 —EXHIBIT B (Landlord City of Kenl, Tenant Voicestream PCSLII Corporation EXHIBIT C LEGAL DESCRIPTION OF ACCESS EASEMENT All that portion of Lot 1, City of Kent Short Plat Number SP 84-10, recorded under Recording Number 8412200589, records of King County,State of Washington,being a portion of the north half of the southwest quartei of the southeast quarter of the southeast quarter in Section 18, Township 22 North,Range 5 East,W.M.,in King County, Washington,described as follows: The north 15 (fifteen)feet of the east 500 (five hundred) feet of said Lot 1; TOGETHER WITH the north 30 (thirty)feet of said Lot 1 lying easterly of the west 40 (forty)feet of said Lot 1,as measured along the north line,thereof, Except he cast 500 (five hundred)feet thereof. Containing 10,100 square feet, more or less; v , Situate in the County of King.State of Washington. ti 1 _ ° ..\r \I N EXFFE LEASE AGREEMENT RE-PUMP STATION NO.5 —EXHIBIT C (Landlord Cny Of Kent, Tenant Voicestreant PCS III Corporation EXHIBIT D SCOPE OF WORK TO BE COMPLETED BY VOICESTREAM PCS III CORPORATION The construction of wireless communications facilty consisting of BTS equipment in a fenced lease area with panel antennas located on a new flag pole. All improvements to be located within an existing water storage facility compound. 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F, ! d n (Y ! yy Y 4@ �i 9z4f Est l9E 1 RC 18 gq4 E = a,( E s..r hee w.. nar. 4(�;! il. 0 4 RO g Ewa ^igds I 4 {9Y4 1¢� ?i �I1@ 9yi F� rY !fi LEI .; o l ;.�� oyy Q- �'Q g4, 1( _� a; Jay c r— s � i- °fin I 6e xt44 iir� �� Pill e 4t� es r3 a os 6°4a . I ,ILC�. I 6 _ . . _ . F �yyl F i 11 ° � i SFy�y n 1 Vie. at I `a; a 3 Y5 z�r k 9 $nR "geg a lie U '' egg Wn i2\ edddF e3ai (aP 6r i; @' E �` 4 4 — — d 05 e���S�aeB �(osq)ea qq �� E`a Q Fv yy' 4 i°gyp 9 s E5+03 v EC r' apI 1� 1I +y3� FY pgl pg l#E¢ElyE YS Paz R7� Q aa� (9, "x84dra r�(ssa66a ybg(ai e a F p 5 Ytl Y it 4'9 Hi (walk 3a � e5. rkpi � I \ s( iPq e6l:F 3 B e4 B£§, �(4� 3 .7ve �' ifaS tle IF M Y A w( g e6Q4 ya w!a P ( B •( 4 lad sp :. sz a i i a( web iv �s I `QQ4 !ap 1 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 mely@ci.kent.wa.us 2 ACOROaa DATE0511 /D201Y) �- CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS N CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES a BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED N REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER j IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(tes) 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 CONTACTNAME a ADn Risk Insurance services West, Inc PHONE FAX Seattle WA office (NC No Ext) (206) 749-4800 (A/C No) (206) 749-4860 a 1420 Fifth Avenue E MAIL p Suite 1200 ADDRESS = Seattle wA 98101-4030 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A XL specialty Insurance CO 37885 T-Mobile USA, Inc INSURERS Greenwich Insurance company 22322 its subsidiaries and Affiliates 12920 SE 38th Street INSURER National union Fire Ins Co of Pittsburgh 19445 Bellevue wA 98006 USA INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER.570046178737 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 INSR LTR TYPE OF INSURANCE ADD[SUSR INSR WVD POLICY NUMBER MNVDD MWDD LIMITS KP B GENERAL LIABILITY RGD EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $1,000,000 PREMISES Ea occunance CLAIMS-MADE ElOCCUR MED EXP IAny one person) $5,000 PERSONAL B ADV INJURY $1,000,000 m GENERAL AGGREGATE $2,000,000 n GENt AGGREGATE LIMIT APPLIES PER PRODUCTS-COMPIOPAGG $2,000,000 v POLICY PRO-X LOG o B AUTOMOBILE LIABILITY RAID 500025701 OS 01 2012 05/01/2013 COMBINED SINGLE LIMIT 10 ADS Ea accident $2,000,000 .- 11 1 ANY AUTO RAD 500025801 05/01/2012 05/01/2013 BODILY INJURY(Per person) Z ALL OWNED SCHEDULED MA BODILY INJURY(Per accident) m AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE U AUTOS Per accident w r fa C X UMBRELLALIAB X OCCUR 13273159 05/01/2012 05/01/2013 EACH OCCURRENCE $5,000,007 U SIR applies per policy terns & condl ions AGGREGATE $5,000,005 c � UEXCESS LIAB CLAIMS-MADE DED I X RETENTION A WORKERS COMPENSATION AND RWD5000301 05/01/2012 05/01/2013 X WC STATSD ERH EMPLOYERS LIABILITY ANY PROPRIETOR I PARTNER I EXECUTIVE YIN ADS E L EACH ACCIDENT $1,000,000 A OFFICERIMEMBER EXCLUDED? NIA RWR5000302 05/01/2012 05/01/2013 (Mandatory In NH) W1 E L DISEASE-EA EMPLOYEE $1,000,000 H yes,describe u9der DESCRIPTION OF OPERATIONS beW EL DISEASE POLICY LIMIT 1 $1,000,000_ DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 707,Additional Remarks Schedule,H more space Is 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 location(s) specified on the attached if required by 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 Liability 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, --• 2N 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 Facilities Manager/Cit Clerk 220 Fourth Avenue Sout Kenh �-�r �' � X"f Kent wA 98032 USA (✓�lJ�� ©1988.2010 ACORD CORPORATION All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10616550 /� ® LOC#: A� ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMEDINSURED Aon Risk Insurance Services west, Inc. T-Mobile USA, Inc POLICY NUMBER See Certificate Number 570046178737 CARRIER NAIC CODE See Certificate Number. 570046178737 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(Locations f VehiGes other than nonpayment of premium, 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. { saw, 4 ACORD 101 (2008101) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD INSURED T-Mobile USA, Inc its subsidiaries and Affiliates 12920 SE 38th Street Bellevue WA 98006 USA Site List SE04003A - 400 W. Gowe, Kent, WA SE04019C - 2019 W Meeker St. , Kent, WA SE04024A - 23825 98th Ave S, Kent, wA 98031 SE04697F - 13028 SE 251st St. , Kent, WA 98031 AW 1 i i Certificate No: 570046178737 AC" DAT 04M2d(20 2 Y) ift� 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 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 IE certificate holder In lieu of such endorsements) C PRODUCER CONTACT 9 AOn Risk insurance Services West, Inc. NAME Seattle WA Office W N.E. Exq, (206) 749-4800 XJC No (206) 749-4060 a 1420 Fifth Avenue E-MAIL-ADDRESS = suite 1200 Seattle WA 98101-4030 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER 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 CD of Pittsburgh 19445 INSURER D INSURER E INSURER F' I COVERAGES CERTIFICATE NUMBER;57 004601 99 69 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 LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER IMWDD1YYYYl JMlWDDfYYYY1LIMITS B GENERAL LIABILITY RGD$ 1 EACH OCCURRENCE S1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE S E1,000,000 PREMISES EdoN I=U nca CLAIMS MADE ❑X OCCUR MED EXP(Anyone person) $5,000 PERSONAL&ADV INJURY s1,000,000 LO1n GENERAL AGGREGATE $2,000,000 m m CD GE NL AGGREGATE LIMIT APPLIES PER PRODUCTS-COMPIOPAGG $2,000,000 JECT POLICY PRO- X lOC D3 B AUTOMOBILE LIABILITY BAD COMBINED SINGLE L MIT $2,000,000 AOS Ea accident B X ANYALTO RAID 500025801 05/01/2012 05/01/2013 BODILY INJURY(Par person) Z ALL OWNED SCHEDULED MA BODILY INJURY(Per accident N AUTOS AUTOS NON-OWNED PRO AMAGE PERTY D HIRED AUTOS AUTOS Peraaidsnt L e C IDED UMBRELLALIAB X OCCUR 13273159 5 01 0 2 05 01/2013 EACH OCCURRENCE S5,000,000SIR applies per policy ter s & condi Tons AGGREGATE 55,000,000 C EXCESS LIAB CLAIMS-MADE X RETENTION A WORKERS COMPENSATION AND RWDS 00 01 2012 M=2013 WC STATU- OTH- EMPLOYERS'LIABILrrY X TORYLIMTS ANY PROPRIETOR I PARTNER I EXECUTIVE YIN RWR EL EACH ACCIDENT $1,000,000 A OFFICERYM EMBER EXCLUDED? NIA RWR5000302 05/Ol/2012 05/01/2013 (Mandatory In NH) wI desGribe under EL DISEASE-EA EMPLOYEE $1,000,000 DESdRIPTIION OF OPERATIONS belowIf EL DISEASE-POLICY LIMB $1,000,000_ IIII� DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is 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 ty 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 Liability evidenced herein is primary and non-contributory to other insurance available to the certificate holder, but only to the extent required by written ccntract 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 -.- POLICY PROVISIONS CITY OF KENT AUTHORIZED REPRESENTATIVE Facilities Manager/city clerk 220 Fourth Avenue south r-y�A (/��(�(��/� /y�� ��� y/J' Kent WA 98032 USA mot, aJLaHG✓PltlrWfldXW yet V,C0 �"!OG a./71J6. ©1988.2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID- 1061655D /"1 ® LOC#: ACORD ADDITIONAL REMARKS SCHEDULE rage 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 Dascnptlon of Operabons/Locations/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. x r ACORD 101(2008/01) ©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 loath Avenue NE Kirkland WA 980331SE02644F Kirkland-124th/SCE/Kland 9930 124th Ave NE Kirkland wA 990331SE03224A Kirkland&116th/PSE/Rubens 10930 116th Ave NE Kirkland WA 980331CH66375A USc Anderson Park g 1. 8730 22nd Avenue Kenosha WI 53143 Certificate No: 570046019959 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 ©2011 X.L.America, Inc. All Rights Reserved. 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 i This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SECTION it 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. I (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 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPLETED 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. CG 24 04 06 09 0 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 Organ ization(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. CA 04 44 0310 0 Insurance Services Office, inc,, 2009 Page 1 of 1 13 ENDORSEMENT# This endorsement, effective 12 01 a.m., May 1, 2012 forms a part of Policy No RGD500026901 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 PRODUCTSICOMPLETED 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. 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(les) 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. 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(les)according to the notification schedule shown below Number of Days Name of Person(s)or Entity(les) Mailing Address: Advanced Notice of Cancellation: "Blanket per list on file "Blanket per List on file" 30 i i i I 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 1 021 8/2013 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. FAX PHONE c/o 26 Century Blvd. 877-945-7378 888-467-2378 P. O. Box 305191 EAI ArtMRF`SS. certificates@Willis.com Nashville, TN 37230-5191 INSURER(S)AFFORDING COVERAGE NAICiF 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 INSURERE 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'L SUNSR1 WVER POLICY NUMBER POLICY EFF POLICYEXPLTR LIMITS A GENERAL LIABILITY 70210228 4/1/2012 4/1/2013 EACHOCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES TO RENTED $ 1,000,000 CLAIMS-MADEFXIOCCUR MED EXP(Any one person) $ 5 000 PERSONAL&ACV INJURY I'$ 11000,000 GENERALAGGREGATE $ 2,000,000 GENIAGGREGATE LIMITAPPLIES PER PRODUCTS-COMP/OP AGG 1 2,000,000 X POLICY 7 PRO- LOC $ A AUTOMOBILE LIABILITY 70210229 4/1/2012 4/1/2013 COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ X ANYAUTO BODILY INJURY(Per person) $ ALLOWNED SCHEDULED AUTOS AU BODILY INJURViPer accldenl) I$ TO S HIREDAUTOS NON-OWNED PROPERTYDAMAGE AUTOS (Per accident) '$ $ B X UMBRELLA LIAB X OCCUR 61844671 4/1/2012 4/1/2013 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 51000,000 DED RETENTION$ $ A WORKERS COMPENSATION 71710698 4/l/2012 4/1/2013 X AND EMPLOYERS'LIABILITY YIN ANY PROPRIETOPoPARTNER/EXECUTIVE❑ NIA E__L_E_AC_H ACCIDENT S 1,_000,000 OFFICEFUMEMBER EXCLUDFD7 - ----— (Mandatory in NH) EL DISEASE-EA EMPLOYEE $ 11000,000 I yes describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach Aoord 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. 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 Facilities Manager/City Clerk 220 Fourth Avenue South Kent, WA 98032 4fW_ Coll:4002116 Tpl:1595610 Cert:19359437 ©1988-201 UCORD 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 AlrComm of Avon,L L C Crown Castle NG East Inc (eft 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 Pty Ltd(eff 6114111) 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 6124/2011) CCGS Holdings Corp Crown Castle Solutions Corp CCPE Acquisitions LLC Crown Castle South LLC CCTM Holdings LLC(eff 10131/2Ot2r - 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 111111) '. 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 4129111) 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 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 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 12/14/11) InSITE Solutions, LLC Crown Castle NG Atlantic Inc (eff 5/4112)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(eff 3/2/2012) KAW Consulting Pty Ltd(eft 12112101) 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 7— 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 1/31112) 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 W A-CLEC LLC NextG Networks Atlantic, Inc (effective 4/10112) WCP Wireless Lease Subsidiary,LLC(eff 113112012) NextG Networks of California, Inc (effective 4/10/12) WCP Wireless Site Funding LLC(eff 1/3 112 0 1 2) NextG Networks of Illinois, Inc (effective 4/10112) WCP Wireless Site Holdco LLC(eff 1/3112 0 1 2) NextG Networks of NY, Inc(effective 4/10/12) WCP Wireless Site Non-RE Funding LLC(eff 1/3112 01 2) NextG Networks,Inc (effective 4/10112) WCP Wireless Site Non-RE Holdco LLC(eff 113112012) 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 1131/2012) 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 9120105) 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 312/2012) TowerOne Middletown 003,LLC(eff 3/2/2012)