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PW15-283 - Original - T-Mobile USA, Inc. - Emerald Park Recovable Right-of-Way - 01/01/2015
,ecords 4a emet kr KENT H,„o,o„ � _� Document CONTRACT COVER SHEET Uato This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: T Mobile USA Vendor Number: JD Edwards Number Contract Number: IOW 15—2 5� 3 This is assigned by City Clerk's Office �^ a � Project Name: °3. , 1 Mob �c SLV� a. 6� Q,(*v LKC L"icef1'ul• V, C—et lk Description: ❑ Interlocal Agreement ❑ Change Order ElAmendment Contract ® Other: hlobj j' irk '; ... '° P-( teajk 6�) i Contract Effective Date: `germination Date: Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Chad Bieren Department: PW Administration Contract Amount: tD ra)o CtC,V� Approval Authority: (CIRCLE ONE) Department Director Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): 5tn; 21CJ Pl- 10- e3 1' � 70� De al �I�c1 As of: 08/27/14 Technology Associates For T-Mobile USA Gary Abrahams PO Box 2006 Bellevue WA 98009 206-349-4279 GMAnetwork(ibcomeast.net Via FEDEX June 3,2015 Cheryl Rolcik-Wilcox, Civil Legal Assistant Civil Division I Law Department 220 Fourth Avenue South, j Kent,WA 98032 Direct Line 253-856-5771 RE: Partially executed T-Mobile agreements SE04099F, SE05316 and SE04637 Agreements for counter-execution Dear Cheryl: T-Mobile has executed the agreements for three(3) sites with site ID's of SE04099, SE05316 and SE04637 for various locations in the City of Kent. These agreements are ready for counter signature by the City of Kent. Please also return a signed W-9 for the city so that rent f pavments can be set up in the system. i After the documents have been counter-signed,please return(1) original for each of the three(3) sites to me at one of the following addresses: VIA REGULAR MAIL: Gary Abrahams PO Box 2006 Bellevue,WA 98009 OR VIA NEXT DAY AIR Gary Abrahams GMA Network Services C/O PB Centers 10900 NE 8"' Street, Suite 1000 Bellevue, WA 98004 Please let me know if you have any questions,and thank you for all of your assistance on this matter. Gary Abrahams For T-Mobile USA f Formw_9 Request for Taxpayer Give Form to the (Rev.December 2014) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service 1 Name(as shown on your Income tax return).Name Is required on this line;do not leave this line blank. of 2 Business name/disregarded entity name,If different from above ro o- 3 Check appropriate box for federal tax classification;check only one of the following seven boxes: 4 Exemptions(codes apply only to o certain entitles,not Individuals;see ❑Individual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑TrusVestate instructions on page 3): N single-member LLC p, p Exempt payee code(If any) •„ ❑Limited liability company.Enter the tax classification(C-C corporation,S=5 corporation,P=partnership)► `o 2 Note.For a single-member LLC that Is disregarded,do not check LLC;check the appropriate box In the line above for Exemption from FATCA reporting the tax classification of the single-member owner. code if any) p, o ❑Other(see Instructions)► (nnnnesrozcewnu,,,vmaineevuarae the us.) ti 5 Address(number,street,and apt,or suite no.) Requester's name and address(optional) w a m 6 City,state,and ZIP code m 7 List account numbers)here(optional) Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid I social security number backup withholding. For individuals,this is generally your social security number( However,for a page - _ resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other entities,It is your employer identification number(EIN).If you do not have a number,see Has to get a TIN on page 3. or Note.If the account is in more than one name,see the instructions for line 1 and the chart on page 4 for rEmployer identification number guidelines on whose number to enter. m Certification Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2. 1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3. 1 am a U.S.citizen or other U.S. person(defined below);and 4.The FATCA codes)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage Interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions on page 3. Sign Signature of Here U.S.person► Date► General Instructions •Form 1098(home mortgage Interest),1098-E(student loan Interest),1098-T (tuition) Section references are to the Internal Revenue Code unless otherwise noted. •Form 1099-C(canceled debt) Future developments.Information about developments affecting Form W-9(such •Form 1099-A(acquisition or abandonment of secured property) as legislation enacted after we release ft)is at www.kxrgoWfw9. Use Form W-9 only if you are a U.S.person(including a resident alien),to Purpose of Form provide your correct TIN. An Individual or entity(Form W-9 requester)who is required to file an Information !f you do not return Form W-9 to the requester with a TIN,you might be subject return with the IRS must obtain your correct taxpayer identification number(TIN) to backup withholding.Sea What is backup withholding?on page 2. which may be your social security number(SSN),individual taxpayer identification By signing the filled-out form,you: number(ITIN),adoption taxpayer Identification number(ATIN),or employer 1.Certify that the TIN you are giving is correct(or you are waiting for a number identification number(EIN),to report on an information return the amount paid to to be issued), you,or other amount reportable on an information return.Examples of information returns include,but are not limited to,the following: 2.Certify that you are not subject to backup withholding,or •Form 1099-INT(Interest earned or paid) 3.Claim exemption from backup withholding if you are a U.S.exempt payee.If •Form 1099-DIV(dividends,including those from stocks or mutual funds) applicable,you are also certifying that as a U.S.person,your allocable share of any partnership income from a U.S,trade or business is not subject to the •Form 1099-MISC(various types of income,prizes,awards,or gross proceeds) withholding tax on foreign partners'share of effectively connected income,and •Form 1099-B(stock or mutual fund sales and certain other transactions by 4.Certify that FATCA cadets)entered on this form(If any)Indicating that you are brokers) exempt from the FATCA reporting,is correct.See What is FATCA reporting?on •Farm 1099-5(proceeds from real estate transactions) page 2 for further information. •Form 1099-K(merchant card and third party network transactions) Cat.No.10231X Form W-9(Rev.12-2014) r � REVOCABLE (LIGHT-OP-WAY USE LICENSE AGREEMENT BETWEEN THE CITY OF (CENT AND T-MOBILE WEST LLC Right-of-way adjacent to SE 219th Place & 116th Avenue SE, Kent, Washington (location of site). RECITALS A. T-Mobile West LLC, f/k/a T-Moblle West Corporation, constructed a wireless facility in the right-of-way located adjacent to SE 219k" Place & 1161h Avenue SE, Kent, Washington In 2010, pursuant to a Right of Way Use Agreement entered Into with King County. The city of Kent annexed this portion of King County on July 1, 2010. B. The parties hereto now wish to memorialize T-Moblle"s continued operation in the right-of-way, now under the jurisdiction of the city of Kent, based upon the terms and conditions herein, AGREEMENT In consideration of the fees, covenants, conditions and agreements contained in this License Agreement ("License") the. CITY OF KENT, a Washington municipal corporation ("City"), hereby grants to T-Moblle West LLC, a Delaware limited liability company ("Licensee"), a revocable right-of-way use license to use and occupy a portion of unvacated public right-of-way situated in the city of Kent, King County, Washington, as generally depicted in Exhibit A, attached and incorporated by this reference ("License Area"), subject to the following terms and conditions: 11 License Area. The License Area includes any and all improvements, fixtures, structures and landscaping currently and lawfully located pursuant to the Right of Way Use Agreement with King County; however, no new structures or improvements shall be placed within the License Area by Licensee, its employees, agents or contractors, except such structures or improvements as are permitted or authorized pursuant to Section 9A of this License or permits and approvals issued by the City, and then only so long as all conditions of approval of such permits and approvals are met and maintained. Any structure, improvement or other obstruction placed within the License Area shall be so placed and maintained so as not to interfere with the operation, repair, installation and maintenance of utility and underground installations now existing or hereafter installed within the License Area by the City or pursuant to City authorization to unrelated third parties, REVOCABLE RIGHT-OF-WAY USE LICENSE - page 1 T-Moblle ID; 5E05316B, Emerakl Park (between the City of Kent and T-Mobile) ' i 2. Use of License Area. I This License is granted to Licensee for the purpose of constructing, maintaining, occupying, repairing, operating and removing wireless telecommunications facilities ("Facilities") in the License Area, as described and depicted in Exhibit A. 3. Term of License. i The initial term of this License shall be for five (5) years, commencing on January 1, 2015 ("Commencement Date") and expiring on December 31, 2019 at M59 pm PDT. This License may be renewed for one (1) additional five (5) year term upon the mutual written consent of the City and the Licensee. 4. Revocation; Termination. The intent of this License is to authorize Licensee to operate its Facilities on the designated City right-of-way, which right-of-way constitutes a valuable property interest owned by the City. This License does not grant an estate in the land described as the License Area; it is not an easement; it is not a franchise; it is not exclusive; and it does not exclude the City from full possession of the License Area. As a License upon real property, it is revocable at the sole and absolute discretion of the City, However, prior to revocation by the City, the City shall provide Licensee with at least one hundred (180) calendar days' written notice j of its intended revocation ("Revocation Period"). Prior to the expiration of the Revocation Period, Licensee shall remove all of its Facilities, and Licensee shall restore the License Area pursuant to Section 6 below. If Licensee falls to remove all or a portion of its Facilities prior to the expiration of the Revocation Period, the City may, after delivering thirty (30) days prior written notice to Licensee {"Final Notice"), elect to remove all or part of the remaining Facilities, restore the Property, and recover the costs of such removal and restoration from Licensee. Licensee waives any right it may have to any claim for damages of any kind incurred as a result of the City's removal of all or part of the Facilities after the expiration of the Final Notice period. Licensee shall have the right to terminate this License on one hundred eighty (180) days' prior written notice to City for any reason or no reason, however, the provisions in Sections 6 and 12 below shall survive the revocation and termination of this License, S. Fees to Administer the License, a, During the term of this License, commencing on the Commencement E Date, Licensee shall pay to the City a license fee in the amount of FIVE THOUSAND REVOCABLE RIGHT-OF-WAY USE LICENSE - Page 2 T-Mobile ID: SE053168, Emerald Park (between the City of Kent and T-Mobile) i i ' i AND NO/100 DOLLARS ($5,000.00) per year, which shall be escalated annually by four percent (4%) on each subsequent anniversary of the Commencement Date ("License Fee"). The License Fee shall be paid annually, in advance, beginning with the Commencement Date of this License, provided however, that the first payment of the License Fee may be paid by Licensee within sixty (60) days of Licensee's receipt of a fully executed copy of this License without any penalty or interest, b. Licensee shall pay City a late payment charge equal to five percent (5%) of the unpaid amount for any License Fee or portion of License Fee not paid within ten (10) business days of receiving written notice from City of a past due License Fee, or portion thereof. Any amounts not paid when due shall bear interest until paid at the rate of one percent (1%) per month, 6. Damage to Property and Restoration, Licensee shall repair any damage to the License Area caused by Its installation, construction, operation, maintenance, removal, repair, reconstruction, replacement, use, and Inspection of the Facilities In the License Area. Upon revocation, termination or expiration of this License, Licensee shall restore the License Area to its original condition prior to the Issuance of the King County Right of Way Use Agreement, reasonable wear and tear and casualty beyond Licensee's control excepted. Such restoration obligation shall survive the expiration of this License. 7, Utilities Charges, Licensee shall be liable for, and shall pay or cause to be paid before delinquency thereof, throughout the term of this License, all charges for all utility services furnished to Licensee for the uses permitted herein. 8. Taxes, Fees and Charges. Licensee shall be liable for and pay within thirty (30) days of receiving notice and supporting documentation for the following; (a) All taxes Imposed on or with respect to personal property and intangibles located on or used by Licensee in connection with the License Area; (b) All other rents, license fees, permit fees, inspection fees, authorization fees or other charges which at any time may be assessed against or imposed with respect to the occupancy, use or possession of, or activity conducted on, the License Area by Licensee, its assigns or subtenants. 9. Construction of Facilities. REVOCABLE RIGHT-OF-WAY USE LICENSE - Page 3 i T-Moblle ID: SE053168, Emerald Park (between the City of!Cent and T-Moblle) i i I i 9.1 Commencement of Construction, No Improvement, construction or material alteration shall be commenced until plans for such work have been approved by City and all necessary permits have been properly issued, Notwithstanding anything to the contrary herein, Licensee shall be permitted to replace its existing equipment with like-for-Ilke equipment within the License Area without prior City approval; provided, however that Licensee has obtained all necessary permits and provides City with forty-eight (48) hours written notice of the Intended replacement. 9.2 Permits; Compliance With Codes. The Clty's grant of this License does not release Licensee from any of Its obligations to obtain applicable local, state, and federal permits necessary to install, construct, operate, maintain, remove, repair, reconstruct, replace, use, and inspect the Facilities. Licensee's failure to comply with this Section 9.2 shall constitute grounds for immediate revocation by the City. The License Fee in Section 5 is in addition to any fees required for applicable local, state and federal permits. 9,3 Ownership and Removal of Facilities, During the term of this License, all Facilities constructed by Licensee on the License Area shall belong to and be the property of Licensee. Upon revocation, expiration or earlier termination of this License, all Facilities constructed by Licensee on the License Area shall be removed by Licensee at Licensee's sole expense pursuant to Section 4 above and Licensee shall restore the License Area pursuant to Section 6 above. Such restoration obligation shall survive the expiration of this License, 10. Site Plan, Attached hereto as Exhibit A is Licensee's site plan which depicts the location of Licensee's equipment in the License Area. Within sixty (60) days of execution of this License, Licensee shall provide the City with accurate copies of all record drawings and maps showing the horizontal and vertical location and conflguratlon of all located or relocated Facilities within the public right-of-way, These as-built drawings and maps shall be signed and stamped by a Washington state licensed professional land surveyor, shall be provided at no cost to the City, and shall include hard copies and digital copies In a format specified by the City. As-builts must be on City of Kent horizontal and NAVD88 vertical datum NAD83/91, Licensee warrants the accuracy of all record drawings and maps and as-buiits provided to the City, Licensee shall provide the City with updated record drawings and maps upon request. REVOCABLE RIGHT-OF-WAY USE LICENSE - Page 4 T-Mobile ID; SE053168, Emerald Park (between the City of I(ent and T-Mobile) I I I 11. Relocation of Facilities. Whenever the City causes the grading or widening of the right-of-way in which the License Area is located or undertakes construction of any water, sewer or storm drainage line, lighting, signalization, sidewalk Improvement, pedestrian amenities; or other improvement and such project requires the relocation of Licensee's then-existing Facilities within the License Area, the City shall: (a) Provide Licensee, at least ninety (90) days prior to the commencement of such project, written notice that a project is expected to require relocation; and (b) Provide Licensee with reasonable plans and specifications for such project. After receipt of such notice and such plans and specifications, Licensee shall relocate such Facilities within the right-of-way at no charge to the City so as to accommodate the project. The City shall cooperate with Licensee to designate a substitute location for its Facilities as near as practicable to the existing License Area. City will establish a date by which Facilities must be relocated, which date will be not less than sixty (60) days after Licensee's receipt of written notice as to the Facility to be relocated. Licensee must finish relocation of each such Facility by the date so established. If Licensee fails to relocate its Facilities as required under this License, City may revoke and terminate this License upon delivering written notice to Licensee, During any such relocation period, Licensee shall be permitted to maintain temporary antenna facilities, including cell-on-wheels ("COW") and an alternate power source within the right-of-way, at no charge to the City, 12. Indemnification. Licensee shall comply with the following indemnification requirements 12.1 Licensee shall defend, indemnify, and hold the City, its officers; officials, employees, agents, assigns, and volunteers harmless from any and all claims, actions, injuries; damages, losses, or suits, including all reasonable legal costs, witness fees, and attorney fees, arising out of or in connection with the performance of any of Licensee's rights or obligations granted by this License, except to the extent caused by the negligence or willful misconduct of the City, Its employees, agents, contractors, or invitees. 12.2 The City's inspection or acceptance of any of Licensee's work when completed shall not be grounds to avoid any of these covenants of indemnification. REVOCABLE RIGHT-OF-WAY USE LICENSE - Page 5 T-Mobile ID: SE05316B, Emerald Park (between the City of Kent and T-Mobile) I� 12.3 These Indemnification obligations shall extend to any claim, action or suit that may be settled by compromise, provided that Licensee shall not be liable to indemnify the City for any settlement agreed upon without the consent of Licensee; however, if Licensee consents to the agreed upon settlement, the Licensee shall Indemnify and hold the City harmless as provided for in this Section . 12 by reason of that settlement, Moreover, If Licensee refuses to defend the City against claims by third parties, Licensee shall indemnify the City regardless of whether the settlement of such claims Is made with or without Licensee's consent, 12.4 In the event that Licensee refuses to accept tender of defense in any claim, action, or suit by a third party pursuant to this Section 12 and if Licensee's refusal is subsequently determined by a court having jurisdiction (or such other tribunal that the parties shall agree to decide the matter) to have been a wrongful refusal, then Licensee shall pay all the City's costs for defense of the action, including all reasonable legal costs, witness fees, and attorney fees and also including the City's costs, including all legal costs, witness fees and reasonable attorney fees, for recovery under this Section 12 indemnification clause. 12.5 The provisions of this Section 12 shall survive the expiration or termination of this License, 13. Insurance, Licensee shall obtain at its sole expense, commercial liability insurance in the amount of $1,000,000, and shall provide the City with satisfactory proof of the continued Insurance coverage during the term of this License or any renewal or extension thereof. Such insurance shall include the City as an additional insured. 14, Bond, Licensee shall provide City with a bond In the amount of Two Hundred Thousand Dollars ($200,000.00) ("Bond") running or renewable for the term of this License, In a form and substance reasonably acceptable to City. In the event Licensee fails to substantially comply with any one or more of the provisions of this License, following written notice and a reasonable opportunity to cure, then there shall be recovered jointly and severally from Licensee and the bond any actual damages suffered by City as a result thereof, Including but not limited to staff time, material and equipment costs, compensation or indemnification of third parties, and the cost of removal or abandonment of Facilities and repair of the License Area by the City, Licensee agrees to replenish the Bond within fourteen (14) days after written notice from the City that there Is a deficiency in the amount of the Bond. The amount of the Bond shall not be construed to limit Licensee's liability or to limit the City's recourse to any remedy to which the City is otherwise entitled at law or in equity. All bonds provided to the City under this Section 14 shall be with sureties REVOCABLE RIGHT-OE-WAY USE LICENSE - Page 6 T-Mobile ID SE053168, Emerald Park (between the City of Kent and T-Mobile) i i registered with the Washington State Insurance Commissioner or other financial Institutions acceptable to the City. 15. Maintenance and Repair. Licensee shall, at Its sole cost and expense, and throughout the term of this License, keep the License Area and its Facilities in good condition and in a good and safe state of maintenance and repair. 16. Regulation of Use and Control. This License does not deprive City of any power, rights, or privileges it now has or may later acquire in the future to regulate the use of and to control City road right-of-way covered by this License. 17, Enforcement, Failure of City, on one or more occaslons, to exercise a right or to require compliance or performance under this License or any applicable law shall not be deemed to constitute a waiver of such right or a waiver of the compliance or performance, unless such right has been specifically waived in writing by City. Failure of City to enforce or exercise its rights under any provision of this License or applicable law does not constitute a waiver of Its rights to enforce or exercise a right in any other provision of this License or applicable law. 18, Road Vacation. 18.1 City reserves the right to vacate, in accordance with applicable laws, City road right-of-way covered by this License, City shall endeavor to give Licensee written notice of Its intent to vacate the right-of-way subject to this License as soon as possible, 18.2 If City road right-of-way or portion thereof used by the Licensee is vacated by City during the term of this License, this License shall terminate with respect to said vacated right-of-way as of the effective date of such vacation. Continued use by the Licensee of the vacated road right-of-way or portion thereof thereafter shall be a matter of negotiation between the Licensee and the owner of such vacated rlght-of-way or portion there, 18.3 If at any time City vacates any City road right-of-way covered by this License, City shall not be liable for any damages or loss to the Licensee by reason of such vacation, except that City shall refund pro rata the License Fee that the Licensee paid to City for the Licensee's Facility in the vacated right-of-way for the year in which the vacation occurs. REVOCABLE RIGHT-OF-WAY USE LICENSE - Page 7 T-Mobllo ID: 5E053166, Emerald Park (between the Clty of Kent and T-Mobile) 19, Modification. This License may not be modified, altered, or amended unless first approved in writing by both the City and Licensee, i 20, Assignment. Licensee shall not assign all or any portion of Its rights, benefits, or privileges � I In and under this License without prior written approval of the City, except that Licensee may, upon written notice to City, assign or transfer its rights arising under this License to any corporation, partnership or other entity which (1) is controlled by, controlling or under common control with Licensee, (11) shall merge or consolidate with or into Licensee, (ill) shall succeed to all or substantially all the assets, property and business of Licensee, or (iv) is an affiliate or subsidiary or other party as may be required in connection with any offering, merger, acquisition, recognized security exchange or financing. 21, Attorney Fees. In the event of claim or litigation regarding the enforcement of the terms of this License, each party shall be responsible for its own legal costs and attorney fees except as noted in Section 12, 22, Compliance with Laws. Licensee shall comply with all federal, state and municipal laws, rules and regulations that are now or that may become applicable to this License, 23. Notices, All notices and payments hereunder may be delivered, mailed in the U,S. mail, certified and postage paid, or sent by next-business day delivery via nationally recognized overnight courier to the following respective addresses or to such other respective addresses as either party may hereafter designate in writing: To the City: City of Kent 220 Fourth Avenue South Kent, WA 98032 j Attention: Public Works Director To Licensee: T-Mobile USA, Inc, 12920 SE 38rh Street Bellevue, WA 98006 Attention: Lease Compliance/SE05316B REVOCABLE RIGHT-OF-WAY USE LICENSE - Page 8 T-Mobile 10: SE053168, Emerald Park (between the City of I<ent and T-Mobile) I i I I i I I 24. Emergency. In the event of any bona fide emergency in which any portion of the Facilities breaks, becomes damaged, or in any other way becomes an Immediate danger to the property, life, health or safety of any individual or the public in general, Licensee shall, upon receipt of written notice from the City, immediately take the proper emergency measures to remedy the dangerous condition without first applying for and obtaining a permit as required by this License. However, the emergency work shall not relieve Licensee from Its obligation to obtain all permits necessary for this purpose, and Licensee shall apply for those permits within the next five (5) successive business days. 25, Facility Location Service. The.Llcensee shall subscribe to the One Call utility locator service. 26. Miscellaneous, a. This License 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 License shall be In the King County Superior Court, Kent Regional Justice Center, Kent, Washington, b. If any term of this License is found to be void or invalid, such Invalidity shall not affect the remaining terms of this License, which shall continue in full force and effect. c, This License contains the entire agreement between the parties with respect to the License Area and, in executing It, the City and Licensee do not rely upon any statement, promise, or representation, whether oral or written, not expressed In this License. Any acts occurring between the Commencement Date and execution of this License, and consistent with the terms and conditions contained herein, are hereby ratified, This License shall be effective upon the last day executed below. d, Each person executing this License warrants that he or she has the requisite authority to bind the party for whom that person is executing. IN WITNESS WHEREOF, the parties hereto have signed this License as of the day of 2015. i REVOCABLE RIGHT-OF-WAY USE LICENSE - Page 9 T-Mobile ID: SE0531613, Emerald Park (between the City of I<eht and T-Mobile) II CITY OF KENT LICENSEE T-Mobile West LLC A Delaware limited liability company J By: By: Print Na :�Suzette Cooke Print Name: Philip Hankins Itsl MaVdr I Its: Sr. Director, Date,: Enaineering & Operations Date: WZII�- 'I-Mobile I.09al Approval BY: 5/12115 aR: REVOCABLE RIGHT-OF-WAY USE LICENSE - Page 10 T-Mobile ID: SE05316B, Emerald Park (between the City of Kent and T-Mobile) 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, j Dated: =� i1 -Notary Sea(Must Appear within This Box- IN WITNESS WHEREOF, I have hereunto set- my hand and official seal the day and year first above written, iipt O ao�pR+ 4'% a (Sig�nofiire) =e a NOTARY PUBLIC, In and for the State 1606 6 � of Washington, residing z My appointment expires ttl/ ®N\liAS`vo® P;\GY�f,.le$Open rks\0921 TekomR6V/AftivCLk¢+3es�T-Moh'.!etRe4Ccdbk RO\V Ucense for Cell sles-Clean 1-19.15.0oa ill REVOCABLE RIGHT-OF-WAY USE LICENSE - Page 11 T-Mobile 10: SE053168, Emerald Park (between the City of Kent and T-Mobile) I STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Philip Hankins is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the Sr. Director, Engineering & Operations of T- Mobile West LLC, a Delaware limited liability company to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: AZ 1-5— -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. EXPIRES (Signature) 16.2ots NOTARY PUBLIC in and for the State %,, sT•.P�e���••'cy'�.� of Washington, residing at Gc .� Inl My appointment expires i 6/11 i REVOCABLE RIGHT-OF-WAY USE LICENSE - Page 12 T-Mobile ID: SE05316B, Emerald Park (between the City of Kent and T-Mobile) i I i Exhibit A License Area and Site Plan .6,2\ hre A I I \ fo-.�s SF 219TH PLACE Im — — — — �� + _ . � ' .. . \\ N ...................... I I r ;mow. Iq I .sp _. I J iasEo/ I ' ' I IIII' - .\ I I I I uu➢Ox fL \` .,,RAP F,,,.o• %VEAA L SITE PLAN - I t I REVOCABLE RIGHT-OF-WAY USE LICENSE - Page 13 T-Mobile ID. SE053168, Emerald Park (between the City of Kent and T-Mobile) PERFORMANCE BOND Bond Number: 82395575 Site Number: SE05316B KNOW ALL BY THESE PRESENTS, That we T-Mobile West LLC, 12920 SE 38th Street, Bellevue, WA 98006, as Principal, hereinafter called Principal, and Federal Insurance Company, 15 Mountain View Road, Warren NJ 07059, an Indiana corporation, as Surety, hereinafter called Surety, are held and firmly bound unto City of Kent. 220 Fourth Ave. South, Kent, WA 98032, as Obligee, hereinafter called Obligee, in the amount of Two Hundred Thousand and No/100 Dollars ($200.000.00) for the payment of which sum, well and truly to be made, the said Principal and Surety bind themselves, and their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Principal has entered into a Revocable Right-of-Way Use License Agreement between the City of Kent and T-Mobile West LLC dated August 7, 2015 for the telecommunication facility located at SE 219"' Place & 116`h Avenue SE Kent Washington, which License Agreement is by reference made a part hereof, and WHEREAS, as a condition of said License Agreement requires Principal to provide a Bond guaranteeing the compliance with the provisions of the License Agreement, including but not limited to the cost of removal of Facilities and repair of the License Area at said location. NOW, THEREFORE, THE CONDITION OF THE ABOVE OBLIGATION IS SUCH, That if Principal shall comply with the provisions in accordance with said Revocable Right-of-Way Use License Agreement between the City of Kent and T-Mobile West LLC, so long as this License Agreement remains in effect, including any extensions thereto, then this obligation is void, otherwise to remain in full force and effect. PROVIDED, HOWEVER, That: 1. It shall be a condition precedent to any right of recovery hereunder, that in event of any default on the part of the Principal, a written statement of the particular facts of such default shall be forwarded by the Obligee to the Surety, within sixty (60) days of the occurrence of such default, delivered by registered mail to Surety at its Home Office located at: 15 Mountain View Road, Warren, NJ 07059. 2. That no action, lawsuit or proceeding shall be had or maintained against the Surety on this Bond unless the same be filed and properly served upon the Surety within one year from the effective date of the cancellation of the Bond. 3. That no right of action shall accrue under this Bond to or for the use of a person or entity other than the Obligee, and its successors and assigns. 4. This Bond shall become effective August 27, 2015, 5. This Bond shall continue in full force and effect until canceled by the Surety by providing thirty (30) days written notice to the Obligee. 6. The liability of the Surety shall in no event exceed the aggregate penal sum of the Bond penalty. 7. If any conflict or inconsistency exists between the Surety's obligation or undertakings as described in the Bond and as described in the underlying document, then the terms of the Bond shall prevail. IN WITNESS WHEREOF, The said Principal and Surety have signed and sealed this instrument on this 27th day of August, 2015. T-Mobile West LLC Principal By: - { Pamela J. Cook Director, Technology Property Management Federal Insurance Company Surety t By l'' ` 4 1. r ,/aX 1LA1t lL),WV Laura M. Buhrmester, Attorney-in-Fact II Chubb POWER Federal Insurance Company Attn: Surety Department OF Vigilant Insurance Company 15 Mountain View Road Surety ATTORNEY Pacific Indemnity Company Warren, NJ 07059 oHu®s Know All by These Presents, That FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, and PACIFIC INDEMNITY COMPANY, a Wisconsin corporation do each hereby constitute and appoint Christy M. Braila, Laura M.Buhrmester,Jeffrey C. Carey,Wendy A. Casey, Mary T.Flanigan,Tahitia M,Fry,C. Stephens Griggs Rebecca S.Gross,Charissa D,Lec%pr,Rebecca A. Lilley,Patrick T.Pribyl, Debra J.Scarborough, Evan D. Sizemore,Larissa Smith and Charles R.Teter III of Kansas City,Missouri........---••--•..............................................................'---.-..-.-..-•--'--.....-.........---..... each as their We and lawful Attorney.in.Fact to execute under such designation In their names and to affix their corporate seals to and deliver for and on their behalf as surety III thereon or otherwise,bonds and undertakings and other writings obligatory in the nature thereof(other than bail bonds)given or executed in the course of business,and any instruments amending or alleOng the same,and consents to the modification or alteration of any Instrument referred to In said bonds or obligations. In Witness Whereof,said FEDERAL INSURANCE COMPOY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY have each executed and attested ' these presents and affixed their corporate seals on this15 �ayof February, 2015. [)awn M.Chloros,Assistant Secretary id e.Noma.JL,Vim Pre ant ��� _� r rti ��F _r— r �L►ter STATE OF NEW JERSEY as. County of Somerset On this 15th day of February, 2015 before me,a Notary Public of New Jersey,personally came Dawn M.Chloros,to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY,the companies which executed the foregoing Pourer of Attorney,and the said Dawn M. Chloros, being by me duty sworn, did depose and say that she Is Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof,that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By-Laws of sold Companies;and that she signed said Power of Attorney as Assistant Secretary of said Companies by like authority, and that she is acquainted with David B. Nords,Jr.,and knows him to be Vice President of said Companies;and that the signature of David S.Norris,Jr.,subscribed to said Power of Attorney Is in the genuine handwriling of David B.Noma,Jr.,and was thereto subscribed by aulhwity of said By.Laws and in deponents presence. Notarial Seal J. 'a F' IRY HIZRINEPUBLIC J.O N E J R re34TARy yy NOTARY PUBLIC OF NEW JERSEY no No.2318585 PUBLIO Commission Expires July 15,2019 Notary Public y JERS� CERTIFICATION Extract from the Ely-Laws of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY: 'All powers of attorney for and on behalf or the Company may and shall be executed in the name and on behalf of the Company,either by the Chairman or the President or a Vice President or an Assistant Vice President,jointly with the Secretary or an Assistant Secretary, under their respective designations. The signature of such officers may be engraved,printed or lithographed.The signature of each of the following officers:Chairman,President,any Vice President,any Assistant Vice Presldent,any Secretary, any Assistant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certgcale relating thereto appointing Assistant Secretaries or Attorneys.in.Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and any such power of attorney or certtcale bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon Iha Company with respect to any bond or undertaking to Which it is attached." 1,Dawn M.Chloros,Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY(the'Companies') do hereby certify that (1) the foregoing extract of the By-Laws of the Companies Is true and corned, (11) the Companies are duly licensed and authorized to transact surety business In all 50 of the United Slates of America and the District of Columbia and are authorized by the U.S.Treasury Department;further,Federal and Vigilant are licensed In the U.S.Virgin Islands,and Federal is licensed In Guam,Puerto Rico,and each of the Provinces of Canada except Prince Edward Island;and (ill) the foregoing Power of Attorney is two,correct and in full force and effect. Given under my hand and seals of said Companies at Warren,NJ this Aug ust 27, 2015. Dawn M.Chloros,Assistant Secretary IN THE EVENTYOU WISH TO NOTIFY US OF A CLAIM,VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER,PLEASE CONTACT US AT ADDRESS LI TEDABOVE ORBY TekI hairo 9D6 9o3-3493 Fax 906 903-3656 email: ;urehAchbb,mm Form 15.10.0225E-U GEN CONSENT(rev.12-14) ® DATE(MMIDD/YYYY) ACC?R® CERTIFICATE OF LIABILITY INSURANCE ll. � 5/1/2016 7/31/2015 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 REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER IACkron Companies CONTACT Three City Place Drive,Suite 900 PHONE FAX St.Louis MO 63141-7081 E MARo Ext: A/C No _ (314)432-0500 ADDRESS: INSURER(S)AFFORDING COVERAG E NAIC# INSURER A:XL Insu ll Insurance America Inc. 24554 INSURED T-Mobile US,Inc. INSURER B:Grccnwich Company 22322 _ 1358772 Its Subsidiaries and Affiliates INSURER C;National Union Fire Ins Co Pittsbur h PA 19445 12920 SE 38th Street INSURER D: Bellevue WA 98006 INSURER E: INSURER F: i COVERAGES TMOBI CERTIFICATE NUMBER: 13601343 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR FGEN-LAGGREGATE INSURANCE ADDL SUBR PMU DMFF POLICY EXP LIMITS L7RIN50 WVD POLICY NUMBER M1IM/ODfYYVY MMIDOIYYYY B ENERAL LIABILITY Y N RGD5000259-04 5/l/2015 5/1/2016 EACH OCCURRENCE . s 1,000,000 DE DAMAGE'10 HEN'I ED OCCUR PREMISES Ea occurrence s 1,000,000 MED EXP(Anyone person) $ $000 PERSONAL&ADV INJURY $ 1,000,000 IMIT APPLIES PER: GENERAL AGGREGATE $ 2000000 T ❑X LOG PRODUCTS-COMPIOPAGG $ B AUTOMOBILE LIABILITY N N RAD500025704 5/1/2015 5/1/2016 COMBINED SINGLE LIMB $ CO accident) _.._ 2,000,000 X ANY AUTO BODILY I NJURY(Per person) $ '�'�" '�' ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ xxxx= .,. HIRED AUTOS NON-OWNED PROPERTY DAMAGE AUTOS Peraccldent $ XXXXXXX $ xxxxxxx C X UMBRELLA LIAB X OCCUR N N 19961923 5/1/2015 5/10016 EACH OCCURRENCE $ 5 000 000 C SIRa lies per policy - _ EXCESS LIAB CLAIMS-MADE SIR P P y AGGREGATE $ 5000000 C — -- terms&conditions DED X RETENTION$ 25,000 s xxxxxxx' WORKERS COMPENSATIONPER A AND EMPLOYERS'LIABILITY N RWD5000301,-03AOS 5/l/2015 5/1/2016 X STATUTE OR • MYPROPRIETOWPARTNEPoEXECUTIVE YIN RWR5000302-03W1 5/1/2015 5/1/2016 EL.EACH ACCIDENT $ 1000000 OFFICER/MEMBER EXCLUDED7 K NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ _1,000,000 If DESCRIPTION O fOPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) 'I lie Cartlficate Holder an l other entities defined are additional insureds on a primary and non-eontribulory basis under general liability and are addilionat insured under automobile liability as required by written contract.Waiver of Subrogation applies under general liability and automobile liability as required by written contract."Sec Attached Endorsemeuts" SE04637F/Shearer-Springbrook Park/ROW adjacent to 10007 SE 200th Street,Kent,WA SE04099FI Garrison Creek/ROW adjacent to 10702 SE 224th Place, Kent,WA SE05316IT/Emerald PArk/ROW adjacent to SE 219Ih Place&116th Avenue SE,Kent,WA CERTIFICATE HOLDER CANCELLATION SeeAttaehments 13601343 City of Dent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attu:Public Works Director THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 Fourth Avenue South ACCORDANCE WITH THE POLICY PROVISIONS. Dent WA 98032 AUTHORIZED REPRESENTAIn ©1988-2 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD ENDORSEMENT# 023 This endorsement, effective 12:01 a.m., May 1, 2015 forms a part of Policy No. RGD5000259-04 issued to T-MOBILE US, INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY WASHINGTON -CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s)or entity(ies)according to the notification schedule shown below: Number of Days Name of Person(s) or Entity(ies): Mailing Address: Advanced Notice of Cancellation: Per the most current schedule Of Certificate Holders maintained by 30 Lockton Companies and furnished to XL Insurance on a monthly basis In the event of cancellation for nonpayment of premium, ten (10)days notice will be given. All other terms and conditions of the Policy remain unchanged. i I i IXI 405-WA 1210 I i Miscellaneous Attachment:M481510 Master ID: 1358772,Certificate ID: 13601343 ENDORSEMENT# 004 This endorsement, effective 12:01 a.m., May 1, 2015 forms a part of Policy No. RAD5000257-04 issued to T-MOBILE US, INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY WASHINGTON -CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(s)according to the notification schedule shown below: Number of Days Name of Person(s) or Entity(ies): Mailing Address: Advanced Notice of Cancellation: Per the most current schedule Of Certificate Holders maintained by 30 Lockton Companies and furnished to XL Insurance on a monthly basis I i In the event of cancellation for nonpayment of premium, ten (10)days notice will be given. All other terms and conditions of the Policy remain unchanged. i I IXI 405-WA 1210 I Miscellaneous Attachment:M481533 Master ID: 1358772, Certificate ID: 13601343 Gary Abrahams PO Box 2006 Bellevue,WA 98009 206-349-4279 Gary@Gmanetworkservices.com VIA FEDEX September 2, 2015 City of Kent-Engineering Attention: Kristin Lykken 220-41h Avenue South Kent,WA 98032 i RE T-Mobile agreements SE0499,SE05316, SE04637 Bonds per the agreement Hi Kristin, Please find attached three (3) original Performance Bonds for the three (3) agreements that T-Mobile has been working on with the City of Kent: SE04637F at 10007 SE 200th Street, Kent SE05316B at SE 219th Place & 1161h Avenue SE, Kent SE04099F at 10702 SE 224`h Place Kent Please let me know when the agreements have been fully executed by the City. Thanks, Gary Abrahams For T-Mobile USA KE ONT\ t�& Agenda Item: Consent Calendar - 7D I TO: City Council DATE: July 7, 2015 SUBJECT: Agreement with T-Mobile West LLC for Cell Site in the Right-of-Way - Authorize MOTION: Authorize the Mayor to sign two Right-of-Way Use License Agreements with T-Mobile West LLC, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. SUMMARY: T-Mobile is a private telecommunications company whose service area includes the city of Kent. T-Mobile has requested that the City grant a permit for T- Mobile to use City right-of-way to operate T-Mobile's telecommunications equipment. In accordance with state law, cities may require telecommunications companies to obtain a permit to operate within a city's right-of-way. This Right-of-Way Use License Agreement constitutes a use permit and grants T-Mobile the right to operate within Kent's right-of-way for five years, with an option to renew for one additional five-year term. If T-Mobile needs to work on its facilities within the right-of-way, it will be required to apply for permits and pay fees accordingly. EXHIBITS: T-Mobile West LLC right-of-Way Use License Agreements: 1) Right-of-way adjacent to SE 219th Place & 116th Avenue SE, Kent WA 2) Right-of-way adjacent to 10007 SE 200th Street, Kent, WA RECOMMENDED BY: Public Works Committee YEA: Ralph, Fincher, Higgins NAY: BUDGET IMPACTS: The license fee for each site will generate revenue of $5,000 per year. The cost will be increased annually by four percent (4%) on each subsequent anniversary of the commencement date of the license for each site. I I REQUEST FOR MAYOR'S SIGNATURE ® Print. on Cherry-C lorcR-d Palaer Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Approved by Director Originator. Cheryl Viseth Phone (Originator): 5504 ! € Date Sent: 7.15.2015 Date Required: 7,27.2015 Return Signed Document to: Cheryl Viseth Contract Termination Date: 12/`31/2019 VENDOR NAME: Date Finance Notified: TM "oaf lie (Only required on contracts N/A G 10 000 and over or on any Grant DATE OF COUNCIL APPROVAL: Date Risk Manager Notified: 7/ /2015 (Required on Non-Cit Standard Contracts A reements Has this Document been Specifically Account Number: Authorized in the Budget? 0 YES (D NO Brief Explanation of Document: reev `+ vtm �kyIL�CJ j ? 5G 2.ZLP, Place All Contracts Must Be Routed Through The Law Department i 11 1 (This area to be completed by the Law DepartmenQ f f iJ Received: , I , ' „.t iU 1,7, , Approval of Law Dept.: f '. 4, a Law Dept. Comments: A, 1. Date Forwarded to Mayor: Shaded Areas To Be Completed By Administration Staff Received: Recommendations and Comments: rsdr J .��"A, •�:` , .rr'�rr`t- r r'', ''�c.; P�f�,�`. '.�'° 'r.r R Disposition:. Date Returned: 0A;,f vaervm am. o u,mem vmeea:.,� ngaesuor May r �nawre.doc.