HomeMy WebLinkAboutL010-09 - Original - Clearwire LLC - 285th St 3.5 Million Gallon Water Tank Cellular Phone Tower - 06/16/2006 CITY CLERK
CITY OF KENT
0 220 4t" Avenue South
�,KcNT Kent, WA 98032
WASHING-ON
Fax- 253-856-6725
PHONE: 253-856-5725
Lease Agreement Cover Sheet
Instructions
This document is to be used in lieu of the Contract Cover Sheet
SECTION 1 — CONTRACT PROCESSING AND TENANT SET-UP:
All lease agreements must be signed by the Mayor or his/her designee and approved
by the City Council. Lease amendments, extensions, renewals, and assignments may
or may not require Council approval (contact the Law Department), but they must be
signed by the Mayor.
The City Clerk's Office will perform the following tasks associated with all lease
agreements and amendments:
• Assign a sequential lease agreement number based on starting with 001 and
preceded with "L", e.g. L001.
• Scan the Lease Agreement Cover Sheet, Lease Agreement (or Amendment) and,
if any, related supporting documentation into the document imaging system.
• Provide notification via e-mail to the Contact Person (Question 2), Law and
Customer Services.
The Lease Agreement Cover Sheet is to be completed for each existing and active and
all subsequent lease agreements, lease amendments and assignments of lease. There
is recognition that certain existing and active agreements and amendments may not
incorporate new policies, e.g. commencement of the lease on the I' of the month or
year. Those agreements and amendments will be addressed through subsequent
agreements and/or amendments, if any.
Contract Number: L010-09
1. Responsible Department/Division: Public Works
2. Contact Person and Title: Kevin Swinford
Telephone Extension: 5613
3. Tenant (Customer) Name: Clearwire Wireless Broadband
4. Tenant (Customer) Number: 128985
Lease Agreement Cover Sheet—Page 1 of 4
5. General Ledger Account Number: 41005550.56260
6. King County Tax Parcel Number: 332205-9177 (partial)
7. Address of Parcel: 12533 Southeast 286th Place, Auburn
8. Type of Lease: Lease Agreement - Commercial Property Rental (285th Street 3.5
Million Gallon Water Tank Cellular Phone Tower)
9. Council Authorization Date: April 18, 2006
10. Mayor Signature Date: April 20, 2006
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: June 16, 2006 (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
to expiration of current term
13. Lease Termination Date: June 15, 2011
14. Lease Duration: June 16, 2006 through June 15, 2011. One additional five year
option period
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 penod
1982-84=100, Not Seasonally Adjusted 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: $1,350.00/month (excludes leasehold excise tax)
16. Rent Due Date: 16th 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.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 (16th of the month)
23. Late Interest: 2% per month on the amount outstanding if not when due (16th
of the month)
SECTION 7 — OTHER LEASE CONSIDERATIONS:
Section 24 of the Lease Agreement establishes a rental rate of two times the rents
specified (prorated on a monthly basis) 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 CLEARWIRE LLC, a Nevada limited liability
company, with its principal office in Washington located at 5808 Lake Washington Blvd, NE,
Suite 300, Kirkland, Washington 98033 ("Tenant").
BACKGROUND
A. Landlord is the owner in fee simple or benefits from easements on parcels of
land located in the City of Kent, King County, Washington, legally described on the attached
Exhibit A (the"Property'l.
B. Tenant is in the communications business and desires a nonexclusive lease for
the portion of the Property that is legally described on the attached Exhibit B. together with
nonexclusive use of the areas legally described on the attached Exhibit C for access and
utilities.
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 and Tenant enter into a nonexclusive lease for that
portion of the Property legally described on the attached Exhibit B (the "Premises'l together
with non-exclusive use of the areas legally described in Exhibit C for ingress, egress and
utilities.
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 Exhibit C area (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 one (1)
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 AT 285t" STREET TANK/TOWER—Page 1 of 15
(Landlord.• Gty ofAenV Tenant.• Clearwire up
Site number: WA-TAC136-C (March 31, 2006)
3, Rent.
a. Tenant agrees to pay Landlord as Monthly Rent, without notice or
demand, the sum of ONE THOUSAND THREE HUNDRED FIFTY AND NO/100 DOLLARS
($1,350.00), 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:Public Works Director.
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 city
owned antenna tower. Tenant shall also use the Premises for the purposes of constructing,
LEASE AGREEMENT AT 285 h STREET TANK/TOWER— Page 2 of 15
(Landlord.' City of Kent; Tenant, aearwireLLQ
Site number: WA-TAC136-C (March 31, 2006)
maintaining, replacing, removing, operating, and upgrading related wireless communication
ground equipment, support 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 Public Works 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.
LEASE AGREEMENT AT 285"' STREET TANK/TOWER- Page 3 of 15
(Landlord- City of Kent; Tenant GcanvireLLC)
Site number: WA-TAC136-C (March 31, 2006)
(4) If Tenant requests permission not to remove all or a portion of the
improvements upon termination of this Lease per section 5.b(i), 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 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 Exhibit C area should Tenant
not comply with the requirements of this section.
6. Use by Other Providers.
a. 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.
b. 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 Exhibit C
area 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
LEASE AGREEMENT AT 285t' STREET TANK/TOWER- Page 4 of 15
(Landlord., City of Kent; Tenant., Gearwire LLQ
Site number: WA-TAC136-C (Marrh 31, 2")
0 0
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 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 Laves. Tenant's use of the Premises and Exhibit C
area 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 Property.
Tenant agrees to correct, within 8 hours, all such actions which interfere with Landlord's use of
the Property. 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 Property.
C. 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
LEASE AGREEMENT AT 285"' STREET TANK/TOWER-Page 5 of 15
(Landlord- Gty of Kent; Tenant.• Clear wire LLC)
Site number: WA-TAC136-C (March 31, 2006)
0
Other 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 correct, within 8 hours, all such actions that interferes. 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 party 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 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
LEASE AGREEMENT AT 285t' STREET TANK/TOWER— Page 6 of 15
(Landlord.• City of Kent; Tenant.• Clearwire UQ
Site number: WA-TAC136-C (March 31, 2006)
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 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 communication 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,
LEASE AGREEMENT AT 2851' STREET TANK/TOWER- Page 7 of 15
(Landlord.• City of Kent; Tenant.• Clearwire LLC)
Site number: WA TAC136-C (Mardi 31, 2066)
Tenant shall not be entiiied 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 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. Inclemnitv.
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).
LEASE AGREEMENT AT 285"'STREET TANK/TOWER- Page 8 of 15
(Landlord Gty of Kent; Tenant C LS"ire LLQ
Site number: WA-TAC136-C (March 31, 2OX)
(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 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 Exoenses: 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
LEASE AGREEMENT AT 285t'STREET TANK/TOWER- Page 9 of 15
(Landlord.• City of Kent; Tenant.• Clearwrre LLC)
Site number: WA-TAC136-C (March 31, 20016)
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.
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'J. 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
LEASE AGREEMENT AT 285t' STREET TANKITOWER- Page 10 of 15
(Landlord.- City of Kent; Tenant.• Clearwire LLC)
Site number: WA-TAC136-C (Marrh 3t, 2006)
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.
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 Exhibit C area
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 Exhibit C area will not generate any hazardous substance, and it will
not negligently or intentionally store, or dispose, or transport over the Premises and Exhibit C
area 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 Exhibit C area 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
LEASE AGREEMENT AT 285t' STREET TANK/TOWER- Page 11 of 15
(Landlord• City of Kent, Tenant, Gearwire LLC)
Site number: WA-TAC136-C (March 31, 2006)
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 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
Exhibit C area 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 Exhibit C area 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: Public Works Director
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 AT 285"' STREET TANK/TOWER- Page 12 of 15
(Landord.' City of Kent; Tenant- Cxearwire LLC)
Site number: WA-TAC136-C (March 31, 2006)
If to Tenant,to: Clearwire, LLC
5808 Lake Washington Blvd, NE
Suite 300
Kirkland, WA 98033
Attn: Property Manager
With a copy to: Clearwire, LLC
5808 Lake Washington Blvd, NE
Suite 300
IGrkland, WA 98033
Attn: Law Department
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 29.d, 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.
LEASE AGREEMENT AT 285"'STREET TANK/TOWER- Page 13 of 15
(Landlord: City of Kent; Tenant• Gearwire LLC)
Site number: WA-TAC136-C (March 31, 20066)
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.
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
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 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 Exhibit C area 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 properly 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
LEASE AGREEMENT AT 285" STREET TANK/TOWER- Page 14 of 15
(Landlord• City of Kent/ Tenant: Clear wire LLQ
Site number: WA-TAC136-C (March 31, 2006)
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 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 OF KENT CLEARWIRE, LLC.
BY By:
Print uzette Cooke Print Name:
Jul III n okul�
Its: yor Its: Vice President- Network Deployment
Date: Zo -0 6 Date: oLi - c3q
APPROVED AS TO FORM:
Kenk Law Department
LEASE AGREEMENT AT 285"' STREET TANK/TOWER-Page 15 of 15
(Landlord. City of Kent; Tenant.• Clearwire LLQ
Site number: WA-TAC136-C (March 31, 2006)
EXHIBIT A
LEGAL DESCRIPTION OF LANDLORD'S PROPERTY
THE WEST 150 FEET OF THE SOUTH 300 FEET OF THE NORTH 330 FEET OF THE SOUTHEAST
QUARTER OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 33,
TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., ALSO,
THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 33 LYING EASTERLY OF THE WESTERLY 508 FEET
THEREOF, AND NORTHERLY OF THE SOUTHERLY 429 FEET OF SAID SOUTHWEST QUARTER
OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER AND SOUTHERLY OF THE
NORTHERLY 30 FEET OF SAID SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF THE
SOUTHEAST QUARTER; ALSO,
THAT PORTION OF THE SOUTH 300 FEET OF THE NORTH 330 FEET OF THE SOUTHWEST
QUARTER OF THE SOUTHWEST QUARTER OF THE SAID SOUTHEAST QUARTER OF SECTION
33 LYING SOUTHERLY OF THE NORTH LINE OF THE SOUTHERLY 429 FEET OF THE SAID
SOUTHWEST QUARTER, AND EASTERLY OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT A POINT ON THE SOUTH LINE OF THE SAID SOUTHWEST QUARTER OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER WHICH IS 508 FEET EASTERLY OF THE
SOUTHWEST CORNER THEREOF;
THENCE NORTHERLY TO A POINT ON THE SAID NORTH LINE OF THE SOUTHERLY 429 FEET
OF THE SOUTHWEST QUARTER WHICH IS 509.70 FEET EASTERLY OF THE WEST LINE OF THE
SAID SOUTHWEST QUARTER AND THE TERMINUS OF SAID LINE DESCRIPTION.
TOGETHER WITH AN EASEMENT OVER, UNDER AND ACROSS THE EAST 30 FEET OF THE
WEST 180 FEET OF THE NORTH 330 FEET OF THE SOUTHEAST QUARTER OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 33, TOWNSHIP 22
NORTH, RANGE 5 EAST, W.M.;
TOGETHER WITH AN EASEMENT OVER, UNDER AND ACROSS THE NORTH 30 FEET OF THE
WEST 150 FEET OF THE SAID SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE
SOUTHEAST QUARTER; ALSO THAT PORTION OF THE NORTH 30 FEET OF THE SOUTHWEST
QUARTER OF THE SAID SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER LYING
EASTERLY OF 124TH AVENUE SOUTHEAST; ALSO THAT PORTION OF THE SOUTH 30 FEET OF
THE NORTHWEST QUARTER OF THE SAID SOUTHWEST QUARTER OF THE SOUTHEAST
QUARTER LYING EASTERLY OF 12e AVENUE SOUTHEAST;
EXCEPT ALL COAL AND MINERALS AND THE RIGHT TO EXPLORE FOR AND MINE THE SAME.
SITUATED IN THE COUNTY OF KING, STATE OF WASHINGTON.
LEASE AGREEMENT-EXHIBIT A
(Landlord.- City of Kent; Tenant-CeatWre LLC)
EXHIBIT B
LEGAL DESCRIPTION OF PREMISES
THAT PORTION OF THE WEST 150 FEET OF THE SOUTH 300 FEET OF THE NORTH 330 FEET
OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER
OF SECTION 33, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF THE ABOVE DESCRIBED PARCEL; THENCE N
01004'47" E ALONG THE WEST LINE OF SAID PARCEL, A DISTANCE OF 81.89 FEET; THENCE S
88042'11" E, A DISTANCE OF 11.08 FEET TO THE TRUE POINT OF BEGINNING; THENCE N
01017'49" E, A DISTANCE OF 10.00 FEET; THENCE S 88042'11" E, A DISTANCE OF 10.00 FEET;
THENCE S 01017'49"W, A DISTANCE OF 10.00 FEET; THENCE N 88042'11"W, A DISTANCE OF
10.00'TO THE TRUE POINT OF BEGINNING.
SITUATED IN COUNTY OF IQNG, STATE OF WASHINGTON.
LEASE AGREEMENT- Exhibit"B"
(Landlord. City of Kent, Tenant. Clearwire, LLC.)
EXHIBIT C
INGRESS/EGRESS AND UTILITY ACCESS
A 15.00 FEET WIDE PARCEL OF LAND LYING 7.50 FEET ON EACH SIDE OF THE FOLLOWING
DESCRIBED EASEMENT CENTER LINE:
COMMENCING AT THE SOUTHWEST CORNER OF THE NORTH 330.00 FEET OF THE
SOUTHEAST QUARTER, OF THE SOUTHWEST QUARTER, OF THE SOUTHEAST QUARTER OF
SECTION 33, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M.; THENCE N0100447"E, ALONG THE
WEST LINE OF SAID SUBDMSION, A DISTANCE OF 81.89 FEET; THENCE S88042'11"E, A
DISTANCE OF 11.08 FEET TO THE SOUTHWEST CORNER OF A PROPOSED 10510'CLEAR WIRE
LEASE AREA; THENCE N0101749"E, ALONG THE WEST LINE OF SAID PROPOSED LEASE AREA,
A DISTANCE OF 7.50 FEET TO THE TRUE POINT OF BEGINNING OF THIS EASEMENT CENTER
LINE DESCRIPTION; THENCE N88042'11"W, A DISTANCE OF 33.90 FEET; THENCE
N00°00'00"E, A DISTANCE OF 48.78 FEET; THENCE N30008'54'W, A DISTANCE OF 15.80 FEET,
THENCE N0301351"W, A DISTANCE OF 114.18 FEET, THENCE N30032'08-W, A DISTANCE OF
40.67 FEET TO THE SOUTH LINE OF THE NORTH 30.00 FEET OF THE SOUTH HALF OF THE
SOUTHWEST QUARTER , OF THE SOUTHEAST QUARTER OF SAID SECTION 33, AND THE
TERMINUS OF THIS CENTER LINE DESCRIPTION.
EXTENDING AND OR SHORTENING THE EXTERIOR LINES THEREOF TO INTERSECT AND
TERMINATE AT EACH OTHER AND TO TERMINATE AT THE ABOVE DESCRIBED SOUTH AND
WEST LINES.
SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON
LEASE AGREEMENT-Exhibit"C"
(Land/orOf City of Kent; Tenant. aeanvire, LLC.)
EXHIBIT D
ROAD AND FENCE CONSTRUCTION DETAILS
Lessee agrees to build fencing and access road as shown in the attached drawings (2
pages).
LEASE AGREEMENT— Exhibit"D"
(Landlord: City of Kent, Tenant- Clearmhe, LLC.)
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�2r1� Fidelity and Deposit Companies
Surety Service Center
3910 Keswick Road
Baltimore,MD 21211
Toll Free Phone No 1-800-664-0939
Bond No. LPM8833568
CONTINUATION CERTIFICATE
For Miscellaneous Terms Bonds
Principal Ctearwire LLC
and the Fidelity and Deposit Company of Maryland, as Surety in a certain Bond No. LPM8833568 ,with an
effective date of the IOTH day of MARCH 2O06 in the penalty of
Fifteen Thousand and Zero Cents
Dollars ( 1 11000.00 )
In Favor of City of Kent
do hereby continue said bond in force for the further term(s)of I years(s)beginning on the l OTH day of MARCH 2O08
and ending on the IOTH day of MARCH 2O09
Tower Removal Bond
PROVIDED, however,that said bond,as continued hereby,shall be subject to all its terms and conditions,except as herein
modified,and that the liability of the said Fidelity and Deposit Company of Maryland under said bond and any and all continuations
thereof shall in no event exceed in the aggregate the above named penalty,and that this certificate shall not be valid unless signed by
said Principal
Signed,sealed and dated this 26TH day of DECEMBER , 2007
Witness. P&M C�= (SEAL)
Principal
(SEAL)
Principal
(SEAL)
Principal
FIDELITY AND DEPOSITY COMPANY OF MARYLAND
BY
US
THEODORE G MARTINEZ Attorney-in-fact
LPM 90001 Ed(07/03)
s of
Bond Number LPM8833568
Power of Attorney
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
HOME OFFICE 3910 KESWICK ROAD,BALTIMORE,MD 21211
KNOWALL MEN BYTHESE PRESENTS Thatthe FIDELITYAND DEPOSITCOMPANY OF MARYLAND,a corporation of the Stateof Maryland,by Frank
E Martin,Jr,Vice Presidentand Gerald F Haley,Assistant Secretary,in pursuance of authority granted by Article VI,Section 2,of the By-Laws of said Com-
pany,which are setforth on the next page hereof and are hereby certified to be in full force and effect on the date hereof,does hereby nominate,constitute and
appoint THEODORE G MARTINEZ ,its true and lawful agentandAttorney-m-Fact,to make,execute,seal and deliver,for,and on its behalf as surety,
and as its actand deed Bond or undertaking number LPM8833568 issued on behalf of
Clearwire LLC
, as Principal in a penalty not to exceed the sum of
Eighteen Thousand and Zero Cents
( $ 18.000 00 )and the execution of such bond or undertaking in pursuance of these presents,shall be
as binding upon said company,as fully and amply,to all intents and purposes,as if it had been duly executed and acknowledged by the regularly elected
officers of the Company atits office in Baltimore,MD,in their own proper persons
The said Assistant Secretary does hereby certify that the extract set fo rth on the next page hereof is a true copy of Article VI,Section 2,of the By-Laws of
said Company,and is now in force
IN WITNESS WHEREOF,the said Vice-President and Assistant Secretary have hereunto subscribed their names and affixed the Corporate Seal of the
said FIDELITYAND DEPOSIT COMPANY OF MARYLAND this 26TH day of DECEMBER ,AD 2007
ATTEST FIDELITY AND DEPOSIT COMPANY OF MARYLAND
By
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Gerald F Haley Assistant Secretary Frank E Martin,Jr , Vice President
State of Maryland
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County of Baltimore
On this 26TH day of D CEMBER , AD 2007 , before the subscriber,a Notary Public of the State of Maryland,duly commissioned and qualified,
came Frank E Martin,Jr,'vice President,and Gerald F Haley,Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, o me
personally known to De the individuals and officers descriDed in ane who executes the preceding instrument,and they each acknowledged the execution of
the same,and being by me duly sworn,severally and each for himself deposelh and saith,thatthey are the said officers of the Company aforesaid,and that
the seal affixed to the preceding instrument is the Corporate Seal ofsaid Company,and thatthe said Corporate Seal and theirsignatures as such officers were
duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation
IN TESTIMONEY WHEREOF,I have hereunto set my hand and affixed my Official Seal the day and yearfirstabove written
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ConstanceA Dunn, NotaryPublic
My Commission Expires Jul 14,2011
GEN00011 Ed(11/07)
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EXTRACT FROM BY-LAWS OF FIDELITYAND DEPOSIT COMPANYOF MARYLAND
"Article VI,Section 2 The Chairman of the Board,or the President,or any Executive Vice-President or any Vice President that is specially authorized by the
Board of Directors or the Chairman in concurrence with the Corporate Secretary,shall have the power,by and with the concurrence of the Secretary,to ap-
pointAttorney-in-Fact as the business of the Company may require,or to authorize any person or persons to execute on behalf of the Company any bonds,
undertakings,recognizances,stipulations,policies,contracts,agreements,deeds,and releases and assignments of judgements,decrees,mortgages and
instruments in the nature of mortgages,and also all other instruments and documents which the business of the Company may require,and to affix the seal
of the Companythereto"
CERTIFICATE
1,the undersigned,Assistant Secretary of the FIDELITY AND DEPOSIT COMPANYOF MARYLAND,do hereby certfy that the original Power of Attorney of
which the foregoing is a full,true and correct copy,is in full force and effect on the date of this certificate,and I do further certify that the Vice-President who
executed the said Power of Attorney was one ofthe additional Vice-Presidents specially authorized by the Board of Directors to appoint any Attorney-m-Fact
as provided in Article VI,Section 2,of the By-Laws of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND
This Power of Attorney and Certificate maybe signed byfacsimile underand by authority of the following resolution of the Board of Directors ofthe FIDELITY
AND DEPOSITCOMPANY OF MARYLAND at a meeting duly called and held on the 5th day of May, 1994
RESOLVED "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-Presi-
dent,Secretary,or Assistant Secretary of the Company,whether made heretofore or hereafter,wherever appearing upon a certified copy of any power of
attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect as though manually affixed"
IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seal of the said Company,
this 26TH dayof DECEMBER , 2007
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L L Goucher Assistant Secretary
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March 7, 2007
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City of Kent
City Clerk
220 4th Ave S
Kent,WA 98032-5895
Re: ***ADDRESS CHANGE NOTIFICATION*** CW Site ID: WA-TAC129
AGREEMENT BETWEEEN CLEARWIRE AND City of Kent -You are a party to a contract with one of the Clearwire entities listed below. We are
writing pursuant to the terms of our agreement to notify you that we have changed our
address. The new address for Clearwire Corporation, Clearwire Technologies, Inc.,
Clearwire Communications, Inc., Clearwire LLC, Clearwire US LLC and Fixed Wireless
Holdings, LLC is as follows:
4400 Carillon Point
Kirkland, WA 98033
Please update your records to reflect this change of address. Our phone/fax numbers will
m remain the same.
425.216.7600 Telephone
425.216.7900 Fax
If you have any questions,please contact Site Leasing at the number referenced above or
via email at siteleasing(dclearwire com .
Very best regards,
Ana M. Hemmert
Lease and Contracts Manager
4400 Carillon Point knkiand,WA 980331 Phone 425-216.7600 cone
Simmons, Mary
From: Ely, Mariane
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) [mai Ito: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, JeffNC&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)
i
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
melyaci.kent.wa.us
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