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HomeMy WebLinkAboutL15-059 - Original - Verizon Wireless - Cell Tower Lease - 05/01/2015 CITY CLERK CITY OF KENT • T 220 4"Avenue South KEN l Kent,WA 98032 WASHINGTON Fax: 253-856-6725 PHONE: 253-856-5725 Lease Agreement Cover Sheet Instructions This document is to be used in lieu of the Contract Cover Sheet SECTION 1 - CONTRACT PROCESSING AND TENANT SET-UP: All lease agreements must be signed by the Mayor or his/her designee and approved by the City Council. Lease amendments, extensions, renewals, and assignments may or may not require Council approval (contact the Law Department), but they must be signed by the Mayor. The City Clerk's Office will perform the following tasks associated with all lease agreements and amendments: • Assign a sequential lease agreement number based on starting with 001 and preceded with "U, 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 Vt of the month or year. Those agreements and amendments will be addressed through subsequent agreements and/or amendments, if any. Contract Number: Contract Number 1. Responsible Department/Division: Parks/Facilities 2. Contact Person and Title: Alex Ackley Telephone Extension: 5081 Lease Agreement Cover Sheet—Page 1 of 5 Lt o I 3. Tenant (Customer) Name: Verizon Wireless 4. Tenant (Customer) Number: 61547 5. General Ledger Account Number: 54006900.56250.5810 (80%), 10004115.56250.1219 (20%) 6. King County Tax Parcel Number: 982570 - 0566 7. Address of Parcel: 400 West Gowe Street 8. Type of Lease: Cell Tower Lease 9. Council Authorization Date: April 7, 2015 10. Mayor Signature Date: 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: May 1, 2015 12. Tenant Lease Option Renewal Notification Due Date: Renewal option must be exercised in writing and delivered to Landlord at least ninety (90) calendar days before the end of the initial ten (10) year term. 13. Lease Termination Date: April 30, 2025 14. Lease Duration: May 1, 2015 through April 30, 2015. 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: Lease Agreement Cover Sheet—Page 2 of 5 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 Adjusted, issued by the U.S. Bureau of Labor Statistics. If the CPI is converted to a different standard reference base, or otherwise revised, the adjustment set forth in this paragraph shall be made with the use of the conversion formula published by the U.S. Bureau of Labor Statistics. 15. Rent: $2,600.00/month 16. Rent Due Date: 1st of the Month 17. Calculation of Rental Increase(s): Monthly Rent during years two through ten of the initial ten year term, then for years two through five of the optional five year renewal term tereafter, shall be increased effective as of each anniversary of the Commencement Date by an amount equal to four percent (4%). The Monthly Rent during the first year of the five year renewal term will be adjusted to Market Rent. Rarket Rent means the rent paid for similar uses on similar properties in the greater Puget Sound area. 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: 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) Lease Agreement Cover Sheet—Page 3 of 5 ® NO (go to Question 20) 20. Does Lease Rent include Leasehold Excise Tax? (Leasehold taxes must be broken out on the invoice and coded: Business unit.32500.0303) ❑ YES Calculate the leasehold excise tax (Stated Rent divided by 1.1284) ® NO Calculate the leasehold excise tax (Stated Rent times .1284) SECTION 5 — APPLICABLITY OF UTLITIES: The Lease agreement must include provisions establishing responsibility for payment of utilities, including but not limited to electricity, natural gas, water, sewer, storm drainage, and garbage collection and disposal services. In certain instances, the utility service may not be applicable, e.g. septic system, or may not be provided by the City, e.g. Highline Water District service area. In all instances, City utilities will be billed through the Customer Services utility billing system. Other utilities paid by the City on behalf of the tenant, e.g. electricity or 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. Lease Agreement requires tenant to separately meter consumption. i Lease Agreement Cover Sheet—Page 4 of 5 Ensure that Finance Customer Services is properly notified to ensure City utility account, if any, is recorded into the name of the tenant if so established in the Agreement. Ensure all other applicable charges are properly invoiced to the tenant. SECTION 6 — MONETARY PENALTIES AND LATE INTEREST CHARGES: Lease agreement should contain provisions establishing penalties and must contain provisions establishing late interest charges. Late interest (also referred to as "finance charges") should be consistent with Chapter 3.10 of the Kent City Code, i.e. currently 1% of the amount of the unpaid balance or $2.00, whichever is greater, if not paid within 30 days from the due date. 22. Monetary Penalties: 5% of the late payment for any payment not paid within 5 calendar days of when due (1s` of the month) 23. Late Interest: Late interest will be calculated through the central accounts receivable system (JD Edwards) based on payment due dates recorded to the system SECTION 7 — OTHER LEASE CONSIDERATIONS: None ill I Lease Agreement Cover Sheet—Page 5 of 5 LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease") is entered into on the date fully executed (below, by and between the CITY OF KENT, a Washington municipal corporation ("Landlord"), and SEATTLE SMSA LIMITED PARTNERSHIP dba VERIZON WIRELESS, a Delaware limited partnership, with its principal address of180 Washington Valley Road Bedminster, New Jersey 07921 ("Tenant"), for a wireless communications facility located at 400 W. Gowe St. ("Centennial Rooftop"). 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 as depicted on the attached Exhibit B, together with a nonexclusive access easement, as depicted 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 as depicted on the attached Exhibit B (the "Premises") together with a non-exclusive easement for ingress, egress and utilities over the adjacent real property as depicted 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 franchise or permit must be obtained separately from Landlord. 2. Term and Option to Renew. This Lease shall commence on the Effective Date (as defined below) (the "Commencement Date"), and end on the date that is one day before the ten (10) year anniversary of the Commencement Date ("Expiration 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 period, subject to the adjustment of Monthly Rent as described in Section 3. Should Tenant exercise its option to renew this Lease, that option must be exercised in writing and delivered to Landlord at least ninety (90) calendar days before the end of the initial ten (10) year term. LEASE AGREEMENT AT CENTENNIAL R00FT0P - Page 1 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) 3. Monthly Rent. a. Tenant agrees to pay Landlord as Monthly Rent, without notice or demand, the sum of TWO THOUSAND SIX HUNDRED AND NO/100 DOLLARS ($2,600.00), plus leasehold tax, if required by law, at a rate established by the State of Washington, currently 12.84%, beginning on the Commencement Date. Subsequently, the Monthly Rent and all taxes due shall be paid in advance, on or before the first day of every following month during the term hereof. All payments 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 one percent (1%) per month. C. The Monthly Rent during years two (2) through ten (10) of the initial ten (10) year term, then for years two (2) through five (5) of the optional five (5) year renewal term thereafter, shall be increased effective as of each anniversary of the Commencement Date by an amount equal to four percent (4%). d. The Monthly Rent during the first year of the five (5) year 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 Landlord presents its proposal for Market Rent, then the Lease shall terminate at the end of the then-current term. 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 may use the Premises for the purpose of locating, maintaining, operating, and upgrading the wireless communications facilities depicted in Exhibit D ("Improvements"). Tenant shall use the Premises for no other purpose. b. Tenant shall, at its sole 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 Improvements and/or the Premises. 5. Tenant Improvements, Plans Bonds. LEASE AGREEMENT AT CENTENNIAL ROOFTOP - Page 2 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) a. (1) Tenant may improve the Premises by constructing the Improvements as depicted in Exhibit D. Tenant is responsible to provide all labor, materials, and equipment necessary for the Improvements. Prior to commencing construction, Tenant shall submit plans and specifications drawn to scale for all Improvements to Landlord for Landlord's written approval, which approval shall not unreasonably withheld by Landlord. Construction, installation, or alteration of Improvements shall not be commenced until plans for such work have been approved in writing 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, and Tenant shall pay all permit costs in addition to rent described in Section 3. (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. (3) Tenant shall conform and comply with all local land use, regulatory, or building permit conditions issued by the City of Kent in connection with the construction, operation, or maintenance of Tenant's Improvements and the Improvements contemplated in this Lease. (4) No Improvements or modification to Improvements shall be made without the Landlord's reasonable consent. Moreover, any Improvements or modifications to Improvements are subject to the conditions set forth in section 5 (a)(1), (2), (3), and (4) above. (5) Tenant shall consult with Landlord to arrange a time it will conduct construction of any Improvements. Tenant agrees to adhere to the pre- arranged schedule for construction of Improvements. (6) Upon completion of the Improvements, Tenant shall remove all debris left from the installation of the Improvements, including any abandoned equipment left by Other Providers, at Tenant's own cost. b. (1) Tenant shall remove the Improvements from the Premises upon termination of the Lease, unless Landlord determines that the Improvements may remain or Landlord consents to their non-removal pursuant to section 5(b)(4) below. 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 Providers as described in Section 6(a), Landlord, or any of Landlord's assignees. LEASE AGREEMENT AT CENTENNIAL ROOFTOP - Page 3 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) i (2) Upon removal of the Improvements as provided above in section 5(b)(1), Tenant shall restore all affected areas of the Property, the Premises and the Access Easement, normal wear and tear excluded, to the reasonable satisfaction of Landlord. (3) All costs and expenses for the removal of the Improvements and restoration of the Property, the Premises and the Access Easement shall be borne by Tenant, and Tenant shall hold Landlord harmless from any portion thereof. (4) If Landlord determines that the Improvements may remain or Tenant requests permission to not remove all or a portion of the Improvements upon termination of this Lease, and Landlord consents to such non- removal, title to the affected Improvements shall be transferred to Landlord via bill of sale, at market rates, and shall become the sole and exclusive property of Landlord, and Tenant shall be relieved of its duty to otherwise remove them. Any personal property, equipment, or Improvements that 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 Five Hundred Thousand Dollars ($500,000.00). Landlord may use these funds at the termination of the Lease for removal of all improvements and repair of the Property, the Premises and the Access Easement should Tenant not comply with the requirements of this section. d. The roof of the Property is nearing the end of its life cycle and may require replacement during the Term of this Lease. In the event that Landlord determines it must replace the roof, upon Landlord's request, Tenant shall move or remove the Improvements at its own expense within a timeframe suitable to Landlord. Landlord agrees to provide Tenant reasonable notice of Landlord's intent to undertake roof replacement during any Term of this Lease. 6. Use by Other Providers. a. Tenant shall cooperate with each new other provider that Landlord leases to ("Other Provider") in connection with the Other Provider locating and placing its antennae 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. i LEASE AGREEMENT AT CENTENNIAL ROOFTOP - Page 4 of 16 (Landlord: City of Kent, Tenant: Seattle SMSA dba Verizon Wireless) (2014) 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, permit fees, 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 remove graffiti at its own cost within forty-eight (48) hours of receipt of notice to remove by Landlord. Landlord may remove graffiti at its own cost without notice to Tenant. Tenant shall install, maintain, and replace, when necessary, the proposed rooftop enclosure described in Exhibit D, at Tenant's sole expense and in accordance with any necessary City of Kent permits. b. In the event Landlord or any other tenant undertakes painting, construction or other alterations on Landlord's Property described in Exhibit A, Tenant shall take reasonable measures, at Tenant's cost, to cover Tenant's equipment, personal property or Improvements and protect them from paint and debris fallout that 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 all 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 Improvements. Tenant shall have 24-hours-a-day, 7-days-a-week access to the Premises to address emergency issues. Tenant shall provide five (5) business days' notice to Landlord for access to the Premises for non-emergencies or regular maintenance. Tenant or Tenant's employees, agents, or contractors shall check in at Landlord's Facilities Department front counter prior to accessing the Premises during regular business hours of 8:00 a.m. to 5:00 p.m. 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. LEASE AGREEMENT AT CENTENNIAL ROOFTOP - Page 5 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) 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 the Improvements 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 the Improvements shall not damage or interfere in any way with Landlord's activities on the Property. Tenant agrees to correct, within thirty (30) calendar days, all such actions that materially 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 impaired, Tenant shall have the right to terminate the Lease. b. Before approving the placement of the Improvements, 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 any third party. The 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 cease operation until the interference can be eliminated. A governmental unit may be LEASE AGREEMENT AT CENTENNIAL ROOFTOP - Page 6 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) 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 of default is sent by Landlord; b. Tenant abandons or vacates the Premises for a period longer than one hundred eighty (180) consecutive 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 begins to cure the alleged default within the 30- day period and thereafter diligently prosecutes the cure to completion. g. If Tenant fails at any time to maintain insurance as required in Section 22 of this Lease and Exhibit E. 15. Cure by Landlord. In the event of any default of this Lease by Tenant, Landlord may, at any time after the specified notice period has run, 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 that 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 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 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 of competent jurisdiction. LEASE AGREEMENT AT CENTENNIAL ROOFTOP - Page 7 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) 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 Tenant's business under this Lease or Tenant, in its sole discretion, determines that the use of the Premises is obsolete or unnecessary; (b) by Landlord upon ninety (90) days prior written notice to Tenant, if Landlord decides, in its sole discretion for any reason, to discontinue use of the Premises for municipal 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. 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. 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 Property, the Premises or the 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 Landlord shall receive full amount of such award. Tenant hereby expressly waives 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 LEASE AGREEMENT AT CENTENNIAL ROOFTOP - Page 8 of 16 (Landlord: City of Kent; Tenant; Seattle SMSA,dba Venzon Wireless) (2014) it of any and all damage to Tenant's business and any costs or expenses incurred by Tenant in moving/removing its equipment, personal property, and Improvements. 21. Indemnity. a. Disclaimer of Liability: Except for the negligence or willful misconduct of Landlord, 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 construction, maintenance, repair, use, operation, condition or dismantling of the Property, the Premises, the Access Easement, and any 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 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 Improvements, Tenant's use of the Premises and Access Easement, 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, and Tenant's 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) above. (3) Notwithstanding the foregoing, Tenant shall not indemnify, 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 Landlord's negligence or willful misconduct. LEASE AGREEMENT AT CENTENNIAL ROOFTOP - Page 9 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) 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 Property, the Premises and the Access Easement. Tenant's assumption of risk shall not apply to any latent defects or other dangerous situations, if Landlord knows or should know that defect or situation exists but has not disclosed that information to Tenant. d. Defense of Indemnitees: In the event any action or proceeding is 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, diligently 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 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 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 to Landlord by Tenant. 22. Insurance. Tenant agrees to comply with the insurance requirements of Exhibit E at all times during the term of this Lease. Any payment of deductible or self-insured retention shall be the sole responsibility of the Tenant. 23. Hazardous Substance Indemnification. Tenant represents and j 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 LEASE AGREEMENT AT CENTENNIAL ROOFTOP — Page 10 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) i hazardous substances and agrees to indemnify and hold Tenant harmless from the Landlord's negligent or intentional .introduction of any hazardous substance by Landlord. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic-material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such laws, regulations or rules may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. 24. Holding Over. Any holding over after the expiration of the Term of this Lease, with the consent of the Landlord, shall be construed to be a tenancy from month to month and rent shall be paid by Tenant at two times the Monthly Rent 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 the Property of which the Premises are a part shall be deemed to be prior in time and senior to the rights of Tenant under this Lease. Tenant subordinates 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 "AS-IS," 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, or their fitness for any of Tenant's intended uses thereof. 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 required to be sent pursuant to this Lease shall be in writing and shall be deemed LEASE AGREEMENT AT CENTENNIAL ROOFTOP - Page 11 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) given if 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 If to Tenant, to: Seattle SMSA Limited Partnership d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate 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 LEASE AGREEMENT AT CENTENNIAL ROOFTOP - Page 12 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) delivered in connection with such assignment shall be paid to Landlord, shall be the exclusive property of Landlord, and shall not constitute property of 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, provided Tenant notifies Landlord within thirty (30) days of such assignment. 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 to any other party. 31. Successors and Assigns. This Lease shall run with the land 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 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 LEASE AGREEMENT AT CENTENNIAL ROOFTOP - Page 13 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) s payable b Tenant to Landlord Tenant shall pay a tax upon or against the rental p y y , 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 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. e. Landlord covenants that Tenant, on paying the rent and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises. THIS LEASE IS EXECUTED and shall become effective on the last date indicated below (the "Effective Date"). LANDLORD: TENANT: CITY OF KENT SEATTLE SMSA LIMITED PARTNERSHIP d/b/a VERIZON WIRELESS By: Cellco Partnership, its General Partner By: By: Print Narirae:, Suzette Cooke Print Name: Brian Mecum Iris: M r Its: Area Vice- r sident Date: �c etwork APPROVED AS TO FORM: Kenf®Crw Depart t- LEASE AGREEMENT AT CENTENNIAL ROOFrOP - Page 14 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) ',..... STATE OF WASHINGTON ) ) Ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Suzette Cooke is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Mayor of the City of Kent to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: -Notary Seal Must Appear Within This Box- IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. �� $�o Ri6'''Itz V l' w = (Signature) ', v eu� _ NOTARY PUBLIC, in and for the State �'zi�oo'' ��,I,6 ' 02 v of Washington, residing at�4 C'�� J '''lll���WASN\�G � My appointment expires LEASE AGREEMENT AT CENTENNIAL ROOFTOP - Page 15 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) State of California) ss. County of Orange ) On before me, , Notary Public, personally appeared Brian Mecum Area Vice Presid t - Network, who proved to me on the basis of satisfactory evidence to be e person whose name is subscribed to the within instrument and acknowle ed to me that he executed the same in his authorized capacity, and that his signature on the instrument the person, or the entity upon behalf of hich the person acted, executed the instrument. I certify under PENALTY OF PERJURY under th aws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SigZNotaryon\vPub�l�i Place Notary Seal Above ogomnFlionn.mav LEASE AGREEMENT AT CENTENNIAL ROOFTOP — Page 16 of 16 (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) (2014) NOTARY ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE, OF CALIFORNIA ) COUNTY OF ORANGE ) On before me, Notary Public, personally appeared Brian Mecum who proved to me the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. . � IlUlli L I rlfn,i I`GIOIt thii;�r I itbho l ollr ii ill' Signature of Notary Public Place Notary Seal Above EXHIBIT A DEPICTION OF LANDLORD'S PROPERTY The land in the County of King, State of Washington, described as follows: Lots 4 through 12, inclusive, Block 8; and the East 20 feet of Lots 4, 5 and 6, Block 13, Yesler's First Addition to the Town of Kent, according to the Plat thereof Recorded in Volume 5 of Plats, Page 64, in King County, Washington; Together with that portion of Third Avenue vacated pursuant to Ordinance No. 2895 Of the City of Kent, lying southerly of West Gowe Street and northerly of West Titus Street. (A portion being known as Lots A and B of Lot Line No. LL-89-36 recorded January 24, 1990 under King County recording number 9001240759). LEASE AGREEMENT - EXHIBIT A (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) UWT 24578191 v 10052051-000032 '.. EXHIBIT B DEPICTION OF PREMISES (E) SUBJECT ----- WGOW1 5T ---- PROPERTYLINE (TYP) --- - (E)BUILDING (TYP) i — LESSEE'S (P) j APPROXIMATE ��I Y ANTENNA LOCATION (P)APPROX. POWER & FIBER. ROUTE ALONG (E) SCREEN WALL TO LEASE AREA �lC_ ) APPROXIMATE LOCATION OF (P) POWER& FIBER SOURCE (P)450 SO FT(15' X 30') WITHIN BUILDING BELOW 4 LESSEE'S LEASE AREA (LOC. OF LESSEE'S UTILITIES) a - 5 (E)TREE (TYP)— wl I y TAX M No.: EET,TITL CVla YR0.cCTl10.: Id12 .S_N- _ _- Ei siTE NAM E 982570-0566 o i;. eia2_nF»c ybsvr- LEASE AREA TAC RAMASAY SITE ADDRESS PLAN {EX. B :CC 19 GUY E 5T "'-'"- A W,WA&N]2 ---- — SCAtG NI6 511LLT:2OFi LEASE AGREEMENT — EXHIBIT B (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) EXHIBIT C LEGAL DESCRIPTION OF ACCESS EASEMENT r' ADJACENT- , PROPERTY LINE(TYP) j (E) SUBJECT r i r PROPERTY LINE (TYP) APPROX, LOCATION OF W GOWE ST LESSEE'S INGRESS/EGRESS _ - ,--'`- FROM W GOWE ST f � 3 r Ai' �arrrrn _ /771r,. ' —APPROX. LOC 2�TI O o WIDE r �� ;r�rr7,7r�x r ACCESS EASEMENT tF7l7IM717 'l Fj ' (E) ASPHALT PARKING LOT(TYP) VE ir_i, ICrfrll%l.L/� ..I � A (E) BUILDING (TYP) W TiTUS ST (E)TREE (TYP) 4 �crei crscalec Tnu, iev $HEETTITLE LEAS AREA SLTE NAM TACRAMASAY 9$ SvcDoiasg6 - 'oi soli ssa[it> PLANE(EX. G) KENT,NA5SC __�_... LEASE AGREEMENT - EXHIBIT C (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) EXHIBIT D SCOPE OF WORK TO BE COMPLETED BY VERIZON WIRELESS 1. Proposed installation of wireless telecommunications facility on a rooftop. 2. Proposed Verizon Wireless outdoor RF equipment to be installed on a 12'-0" x 20'0" steel platform inside a 15'-0" x 30'-0" screen wall, matching € brick finish. 3. Antennas will be mounted on exterior of existing & proposed rooftop brick enclosure. 4. Proposed installation of 200A electrical and fiber service for Verizon wireless equipment. LEASE AGREEMENT - EXHIBIT D (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) EXHIBIT E INSURANCE REQUIREMENTS Insurance Tenant shall procure and maintain, for the duration of the Lease, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Tenant's operation and use of City of Kent facilities. A. Minimum Scope of Insurance Tenant shall obtain insurance of the types described below: 1. Commercial General Liabilitv insurance shall be written on Insurance Services Office (ISO) occurrence form at least as broad as CG 00 01 and shall cover premises liability, contractual liability, products-completed operations liability, and independent contractors liability. The city of Kent shall be named as an insured on Tenant's Commercial General Liability insurance policy using a form at least as broad as ISO Form CG 20 10, CG it 85 or both CG 20 10 and CG 20 37 forms if later revisions used.. 2. Automobile Liabilitv insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. B. Minimum Amounts of Insurance Tenant shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $5,000,000 each occurrence, $5,000,000 general aggregate. 2. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $5,000,000 per accident. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: EXHIBIT E (Continued) LEASE AGREEMENT - EXHIBIT E (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) 1. Tenant's insurance coverage shall be primary insu rance with respect to the city of Kent. Any Insurance or self-insurance coverage maintained by the city of Kent shall be excess of the Tenant's insurance and shall not contribute with it. Tenant is contractually obligated to provide at least 30 days prior notice to owner in the event of cancellation of any coverage related to this contract. 2. Tenant's insurance coverage shall be written on an Occurrence basis only. Claims made coverage is not acceptable. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Tenant shall furnish the City with original certificates and a copy of the additional insured endorsement, evidencing the insurance requirements of the Tenant. Landlord shall be named as an Additional Insured. F. Contractors Tenant agrees to ensure all Contractors, sub-Contractors, Consultants or other parties utilized by Tenant to perform work on city of Kent property are fully insured to the extent of coverage specified in this agreement. G. Waiver of Subrogation Tenant and Landlord hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the Premises or Tenant's Improvements. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. H. Landlord's Property Insurance Landlord shall purchase and maintain during the term of the lease, all-risk property insurance covering all applicable city of Kent property. LEASE AGREEMENT - EXHIBIT E (Landlord: City of Kent; Tenant: Seattle SMSA dba Verizon Wireless) A CERTIFICATE OF LIABILITY INSURANCE DATE(11120 03/1 V20'16 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 52 certificate holder in lieu of such endorsements). n PRODUCER CONTACT .0 ADD Risk services Northeast, Inc. NAME:PHONE --_(866) 283-7122 FAX (800) 363-0106 `y New York NY Office NC.No.EM: AIC.No.: V li 199 Water Street E-MAIL New York NY 10038-3551 USA ADDRESS: _ INSURER(S)AFFORDING COVERAGE NAIC k INSURED INSURER A: National Union Fire Ins Co Of Pfttshurgh 194 55 verizon Communications Inc. - INSURER B: 1095 Avenue of the Americas New York NY 10036 USA INSURERC: INSURER o: INSURER E: J INSURER F: COVERAGES CERTIFICATE NUMBER:570D57026305 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 L I. SUER ULIUY ti-P TR TYPE OF INSURANCE INSD MD POLICY NUMBER MMtop MM)OD LIMITS A X COMMERCIALGENERALLIABILITY GL EACH OCCURRENCE $5,000,005 CLAIMS-MADE $❑OCCUR PREMISES Ea ondundoP. $5,000,000 X Standard Contractual Liability MED EXP(Any one person) - S101000 X X,C,UNut EXduded PERSONAL B ADV INJURY $5,000,000 G EN'L AGG REGATE LIMIT APPLIES PER: GENERALAGGREGATE $5,000,000 N X POLICY 1:1JECT LOD PRODUCTS-COMPIOPAGG $5,000,000 N OTHER: Co 0 A AUTOMOBILE LIABILITY CA 350-06-58 06/30/201406/30/201$ COMBINED SINGLE IIMn ADS Ea accident $5,000,000 A % ANY AUTO CA 350-06-59 06/30/2014 06/30/2015 BODILY INJURY(Per person) O ALLOWNED SCHEDULED MA BODILY INJURY(Per a,xident) m A AUTOS AUTOS CA 350-06-60 06/30/2014 06/30/2015 HIRED AUTOS NON-OWNED PROPERTY DAMAGE AUTOS VA we,amidenl - C d UMBRELLA UAB OCCUR EA OCCURRENCE V EXCESS LIAR CLAIMS-MADE AGCHGREGATE DED I RETENTION WORKERS COMPENSATION AND PER OTH- EMPLOYERS'LIABILITY YIN STATUTE E ANY PROPRIETOR I PARTNER)EXECUTIVE ❑ E.L.EACH ACCIDENT EXCLUDED? OFFICERIMEMBER NIA IMandamry in NH) EL,DISEASE-EA EMPLOYEE If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS)LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) II Named Insured Includes: verizon wireless(VAW), LLC dba verizon wireless, Address: 180 Washington valley Road, Bedminster, NJ 07921. RE: Site Name: Ramsay, Site Address: 400 W. Gowe St., Kent, WA 98032. City of Kent T5 included as an Additional _ Insured with respect to the General Liability policy. CERTIFICATE HOLDER CANCELLATION u SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE �11 EXPIRATION GATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE W1TH THE POLICY PROVISIONS. City of Kent AUTHORII REPRESENTATIVE J 400 W. Gowe St. Kent wA 98032 USA .{ ViG%L t(/LAG VGZL(lCl�j'caj i ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: GL 726-69-32 COMMERCIAL GENERAL LIABILITY VERIZON COMMUNICATIONS INC. CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons Or Organization(s) ANY PERSON OR ORGANIZATION THAT YOU HAVE AGREED IN WRITING IN A CONTRACT OR AGREEMENT TO ADD AS AN ADDITIONAL INSURED ON YOUR POLICY, l l Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganizations) shown in the Schedule, but only with respect to liability for "bodily injury", "property dam- age" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 ❑ REQUEST FORMAYOR'S SIGNATURE T Print on Cherry-Colored Paper Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Approved by Director 1�'"'\ P Originator: Alex Ackley Phone (Originator): 5081 Date Sent: 04/13/15 Date Required: 04/20/15 Return Si ned Document to: Nanc Clar Contract Termination Date: 04/30/2025 VENDOR NAME: Date Finance Notified: Verizon Wireless (Only required on contracts 10 000 and over or on any Grant DATE OF COUNCIL APPROVAL: 04/07/15 Date Risk Manager Notified: Re uired on Non-City Standard Contracts/Agreements) Has this Document been Specifigally Account Number:54006900.56250.5810 (80%) Authorized in the Budget? /'�ES ; NO 10004115.56250.1219 (20%) _ -Briet Lxplanation of Document: New Lease Agreement with Verizon Wireless to install wireless communications equipment on the rooftop of the Centennial Center. Verizon wireless will pay the City of Kent $2,600.00 per month, subject to annual increases for a term of ten years, with an option to renew for an additional five years. Revenues collected will be disbursed as follows: Parks Facilities Capital budget (54006900.56250.5810) (80%), Economic Development Marketing (10004115.56250.1219) (20%). All Contracts Must Be Routed Through The Law Department Y L, (" his areo to-be completed by the Law Department) Received: Approval of Law Dept.: Law De et. Comments Date Forwarded to Mayor: 4 Shaded Areas To Be Completed BV Administration Staff Received: o Recommendations and Comments: yr r 1� f D isposl tlon xJ`/// , - l t f d 2121 Date Returned: PpcI,WcIl,,O for M,,v,Signawro voo- DATE(MMIDD/PYM CERTIFICATE OF LIABILITY INSURANCE I 06111/2015 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 n REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. m 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 y°1-- certificate holder in lieu of such endorsement(s). PRODUCER CONTACT a NAME: Aon Risk Services Northeast, Inc. New York NY Office Use.No.Exg: C866) 283-71.22 ac Ne I: (800) 363-0105 9 199 Water Street E-MAIL 0 New York NY 10038-3551 USA ADDRESS: _ INSURERS)AFFORDING COVERAGE NAIC# INSURED INSURER A: National union Fire Ins CO of Pittsburgh 19445 Veri Zon communications Inc. INSURER B: 1095 Avenue of the Americas New York NY 10036 USA INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:570058057139 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 SR TYPE OF INSURANCE ADO S BR POLICY NUMBER PO ICY EFF POL CY EXP LIMITS LTR INSD WVD MWOD MMIDDIYYYY A X COMMERCIAL GENERALLIABILITV GL9575218 - 30 150 3 1 EACH OCCURRENCE S5,000,000 CLAIMS-MADE X❑OCCUR PREMISES Ea occurrence $5,000,000 X Standard Contractual LIeFifty MED EXP(Any one person) $10,000 X X,C,UNot Excluded PERSONAL&ADV INJURY $5,000,000 M GENT.AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 N X POLICY D PRO- CDC PRODUCTS-GOMPIOP AGG $5,000,000 JECT OTHER: r A CA 533-95-32 06/30/2015 06/30/2016 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $5,000,000 ADS fEa accident A x ANYAUIO CA 533-95-33 06/30/201S 06/30/2016 BODILY INJURY(Per person) 0 ALL OWNED SCHEDULED MA BODILY INJURY(Per accident) Y A AUTOS AUTOS CA 533-95-34 06/30/2015 06/30/7.01.6 PROPERTY DAMAGE HIRED AUTOS NON.OWNED U AUTOS VA Per accident w 1 a UMBRELLA LIAB OCCUR EACH OCCURRENCE O EXCESS LIAB CLA ADE IMS-M AGGREGATE DED RETENTION WORKERS COMPENSATION AND PER OTH- EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR I PARTNER I EXECUTIVE ❑ E.L EACH ACCIDENT OFFICERIMEMBER EXCLUDED? NIA (Mandatory be NH) E.L.DISEASE-EA EMPLOYEE If yes,describe under DESCRIPTION OF OPERATIONS belcv; E.L.DISEASE-POLICY LIMIT i DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES(ACORD 151,Additional Remarks Schedule,may be attached if more space is required) Named insured includes: Cellco Partnership dba verizon Wireless, 180 Washington Valley Road, Bedminster, New Jersey 07921. RE: Site Name: SEA 4 corners, Location code: 102484, contract No.: 79134, Site Address: 26800 Maple Valley Black Diamond Road SE, Maple Valley, WA 98038. City of Kent is included as Additional Insured with respect to the General Liability policy. Where permitted by law, the Named insured parties listed herein waive all rights against the Certificate Holder and each ,t Additional Insured party listed herein for recovery of damages to the extent these damages are covered by the above-referenced r General Liability and Automobile Liability policies, and, as further limited by written contract between the parties, CERTIFICATE HOLDER CANCELLATION E SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE i POLICY PROVISIONS. � I City Of Kent AUTHORIZED REPRESENTATIVE Attn: City clerk ram. Fourth Avenue Ken JAL ,1'2 f' �Q� 4_J� — Kent WA 98403 USA � III ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD