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L16-073 - Original - Clear Wireless, LLC - Wilson Play Fields Cell Tower - Lease Agreement - 05/01/2016
P xy# `/ d KENT 1.. WASHINGTON Document `s CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission To City Clerk's Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Clear Wireless (Sprint) Vendor Number: ID Edwards Number Contract Number: LtU-- 0-13-- 001 This is assigned by City Clerk's Office Project Name: Clear Wireless (Sprint) lease Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 5/1/2016 Termination Date: 4/30/2026 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Kurt Hanson Department, ECD Contract Amount: $2,600 / month Approval Authority: ❑ Department Director ® Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): License and Lease Agreement for Sprint Cell Tower at Wilson Play Fields. Renegotiated terms monthly rent of $2,600 + Lease hold tax. Lease Dates 5/1/2016 - 4/30/2026 with option to renew for 2 additional 5-year periods, with adjustments to monthly rent. As of: 08/27/14 Clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 LEASE AGREEMENT I THIS LEASE AGREEMENT ("Lease") is entered into as of the Effective Date (as defined below), by and between the CITY OF KENT, a Washington municipal corporation ("Landlord"), and CLEAR WIRELESS LLC, a Nevada limited liability company, with its principal address 6391 Sprint Parkway, Overland Park, Kansas 66251-2650 ("Tenant"), for a wireless communications facility located at 13028 SE 2516t Street, Kent, Washington ("Wilson Playfields"). 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"), along with a light pole ("Pale") that is located on 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. j 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 May 1, 2016 (the "Commencement Date"), and end on the date that is one day before the 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 two additional five-year periods, subject to the adjustment of Monthly Rent as described in Section 3. Should Tenant exercise an option to renew this Lease, that option must be exercised in writing and delivered to Landlord at least 90 calendar days before the end of the then-current term. P:\Civil\Files\open Piles\0863-Cell Site leases\Sprint\Wilson Playfleld(C1earw1re)\SE52XC358-W1lson Playneld dac s ` LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 1 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) Jib r c Clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 3. Monthly Rent. a. Tenant agrees to pay Landlord as Monthly Rent, without notice or j 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 of the Monthly Rent for any payment not paid within five calendar days of when due. Any amounts not paid when due shall bear interest until paid at the rate of one percent per month. C. The Monthly Rent during years two through 10 of the initial 10-year term, then for years two through five of each optional five-year renewal term thereafter, shall be increased effective as of each anniversary of the Commencement Date by an amount equal to four percent. d. The Monthly Rent during the first year of each five-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. Landlord shall propose the updated Market Rent no later than 60 days prior to the end of the then-current term. If Landlord and Tenant cannot mutually agree upon Market Rent within 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, removing, and upgrading the wireless communications facilities as depicted on the attached 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. P:\Civil\Flies\Open Files\8863-[e11 Site Leases\Spdnt\Wllson PlayBeld(C1eam1re)\SE52XC358-W11son PlayFleld.doc LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 2 of 16J� (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) j 't Clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 5. Tenant Improvements, Plans, Bonds. a. (1) Tenant may improve the Premises by constructing the Improvements as depicted on 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 30 business 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 20 calendar 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 consent, which consent will not be unreasonably withheld, conditioned or delayed. Moreover, any Improvements or modifications to Improvements are subject to the conditions set forth in Sections 5 (a)(1), (2), (3), and (4) above. Notwithstanding anything to the contrary contained herein, Tenant may perform routine maintenance and repairs, make like-kind or similar replacements of Improvements, and make modifications within the interior of any shelters or base station equipment without Landlord's consent; provided, however, that this provision shall not relieve Tenant of its responsibility to obtain all necessary permits and approvals for such work, whether it be from Landlord or any other agency with jurisdiction. (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. li P:\Civil\Files\Open Files\0863-Cell Site Leases\Sprint\Wilson Playneld(Clearw1re)\SE52XC358-W11son Playfield.doc g LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 3 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) i Clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 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. (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 within 30 days following the termination of this Lease shall become the property of Landlord, at Landlord's option. C. Tenant shall annually post a bond (or, at Tenant's option, a letter of credit) from a surety or bank reasonably acceptable to Landlord, in the amount of Fifteen Thousand Dollars ($15,000.00). 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. 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. P:\CWII\Files\Open Files\0863-Cell Site Leases\Sprint\Wilson PlayFleld(C1earw1re)\SE52XC358-Wi1son Playneld.doc LEASE AGREEMENT AT WILSON PLAYFIELDS —Page 4 of 16 � (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) s Clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 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, with the exception that Landlord is solely responsible for the maintenance of the Pole, unless the Pole is damaged by Tenant or Tenant's agents, employees, licensees or contractors. The parties agree that this is a net Lease intended to assure Landlord the rent reserved on an absolute net basis. 8. Maintenance. a. Tenant shall, at its own expense, maintain the Premises, Access Easement (less reasonable wear and tear or loss by casualty or other causes beyond Tenant's reasonable control), 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 72 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, all landscaping described in Exhibit D, at Tenant's sole expense and in accordance with any necessary City of Kent permits. Landlord shall be responsible for any damages to the Access Easement caused by use of the Access Easement by Landlord, or Landlord's agents, employees, licensees, invitees or contractors, and shall be responsible for maintaining and repairing the Access Easement from and after the expiration or earlier termination of this Agreement, which costs shall be Landlord's sole responsibility, subject, however, to Tenant's restoration obligations pursuant to Section 5(b)(2) of the Lease. 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 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 Parks, Recreation and Community Services Department front counter prior to accessing the Premises during regular business hours of 8:00 a.m. to 5:00 p.m. P:\Civil\Plies\Open files\0863-Cell Site Leases\Sprint\Wilson PlayFleld(C1eamire)\SE52XC358-W11son PlayBeld.doc LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 5 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) I i I Clearwire Site ID: WA-TAC134 New I�! Sprint Site ID: SE52XC358 10. Utilities. Tenant shall, at its expense, separately meter charges for the consumption of electricity and other utilities associated with its use of the Premises and shall timely pay all costs associated therewith. 11. License Fees. Tenant shall pay, as they become due and payable, all fees, charges, taxes and expenses required for licenses and/or permits required for or occasioned by Tenant's use of the Premises and Access Easement. 12. Approvals; Compliance with Laws. Tenant's use of the Premises and Access Easement is contingent upon its obtaining all certificates, permits, zoning, and other approvals that may be required by any federal, state or local authority. Tenant shall erect, maintain and operate 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 30 calendar days of receipt of notice of interference from Landlord, 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 15 calendar days following receipt of said proposal to make any objections thereto, and failure to make any objection within this 15-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 this 15-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 P:\Civil\Flies\Open Files\0863-Cell Site Leases\sprint\Wilson Playneld(C1earw1re)\SE52XC358-W11son PlayBeld.doc LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 6 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) � Clearwlre Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 cease operation until the interference can be eliminated. A governmental unit may be allowed to place antennae or other communications facilities on the Premises as long as there is no interference with Tenant's use. 14. Default. It shall be a default if: a. Tenant defaults in the payment of Monthly Rent or any other sums payable to Landlord when due, and does not cure such default within 15 calendar days after written notice of default is received by Tenant; b. Tenant removes its Improvements on the Premises for a period longer than six consecutive months and fails to replace them during such time period; 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 of Kent in connection with the construction, operation, or maintenance of Tenant's facilities contemplated in this Lease, and such failure is not cured within 30 days after receipt of written notice; provided, however, that Tenant will not be in default under this subsection if it begins to cure the alleged failure within the 30-day period and thereafter diligently prosecutes the cure to completion; d. Tenant is finally adjudicated as bankrupt or makes any assignment for the benefit of creditors; e. Tenant becomes insolvent; f. Either party defaults in the performance of any other covenant or condition of this Lease and does not cure such other default within 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; or g. Tenant fails at any time to maintain insurance as required in Section 22 of this Lease and Exhibit E and such failure is not cured within 10 days following Tenant's receipt of written notice of such failure. 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 within 30 days following Tenant's receipt of an invoice together with reasonable supporting documentation evidencing such sums and expense. If Tenant disputes the P:\Civil\Flies\Open Files\0863-Cell Site Leases\Sprint\Wilson PlayFleld(aeam1re)\SE52XC358-Wi1san Playfield.doc LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 7 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) fr, 1- li Clearwire Site ID: WA-TAC134 New Sprint Site ID; SE52XC358 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 Lease, and such payment shall be subject to refund if Tenant's position is upheld by a court of competent jurisdiction. 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 180 calendar 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 or Tenant if there is a determination made pursuant to an official unappealable order of the FCC that continued use of the Premises by Tenant is in fact a threat to public health, safety or welfare that cannot be remediated; (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(a), Landlord shall be entitled to the amount of unpaid rent accrued through the date of termination; and liquidated damages in the amount of six months' additional rent, at the rate then existing as of the date of termination, without regard to annual increases. 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 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 30 calendar days' written notice to Landlord. In such event, Tenant shall promptly remove all Improvements from the Premises as set forth in Section S(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 30 calendar 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 P:\Civil\Flies\Open Files\0863-Ce11 Site Leases\Sprint\Wilson PlayBeld(C1earn1re)\SE52XC358-W11son PlayBeld Am LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 8 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) 'AV clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 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 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. I P:\Civil\Files\Open ales\0863-Cell Site Leases\Spdnt\Wllson Playfield(C1earw1re)\SE52XC358-Wi1son Playfield Am I LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 9 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) J ` i Clearwlre Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 (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. 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 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 P:\Clvll\Flies\Open Flles\0863-Cell Site Leases\Sprint\Wilson Mayfield(C1earw1re)\SE52XC358-W11son Playfield Am I LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 10 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) I Clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 indemnify Landlord against any release of any such hazardous substance and any damage, loss, or expense or liability resulting from such release including all reasonable attorneys' fees, costs and penalties incurred as a result thereof except any release caused by the negligence or willful misconduct of Landlord, its employees or agents. Similarly, Landlord warrants that the Premises and Access Easement are free of any hazardous substances and agrees to indemnify and hold Tenant harmless from the Landlord's negligent or intentional introduction of any hazardous substance by Landlord. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such laws, regulations or rules may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. 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 125% the Monthly Rent but shall otherwise be on the same 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 reasonably necessary to indicate this subordination within 30 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 30 calendar 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 given P:\Civil\Files\Open Flies\0863-Cell Site Leases\Sprint\Wilson Playfield(C1earw1re)\SE52XC358-W11son Playfield Am LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 11 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) Clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 if mailed, certified mail, return receipt requested, or by a nationally recognized courier service, to the following addresses: If to Landlord, to: Parks, Recreation and Community Services City of Kent 220 Fourth Avenue South Kent, WA 98032 With a copy to: City Clerk City of Kent 226 Fourth Avenue South Kent, WA 98032 If to Tenant, to: Clear Wireless LLC Sprint Property Services Site ID No: SE52XC358 Mailstop KSOPHT0101-Z26506391 Sprint Parkway Overland Park, Kansas 66251-2650 With a copy to: Sprint Law Department Attention: Real Estate Attorney Site ID No: SE52XC358 Mailstop KSOPHT0101-Z20206391 Sprint Parkway Overland Park, Kansas 66251-2020 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 10 business 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, it 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 I P:\Civil\Files\Open Files\0863-Cell Site Leases\Sprint\Wilson PlayFleld(Clearwlre)\SE52XC358-W11son PlayBeld.doc LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 12 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) i Clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 the date of such assignment. Any such assignee shall, upon demand, execute and deliver to Landlord an instrument confirming such assumption. Any monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid to Landlord, shall be the exclusive property of Landlord, and shall not constitute property of 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 30 calendar 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, subject to the provisions of Section 13(c) above. 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 10 calendar 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. i P:\Civil\Flies\Open Flles\0863-Cell Slte Leases\Sprint\Wilson Piayfield(aearw1re)\SE52XC358-Wi1son Playrield.doc LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 13 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) Clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 ( C. If the methods of taxation in effect at the Commencement Date of the Lease are altered so that in lieu of or as a substitute for any portion of the property taxes and special assessments now imposed on property there is imposed a tax upon or against the rentals payable by Tenant to Landlord, Tenant shall pay those amounts in the same manner as provided for the payment of real and personal property taxes. 34. Miscellaneous. a. Landlord and Tenant represent that each, respectively, has full right, power, and authority to execute this Lease. b. This Lease constitutes the entire agreement and understanding of the parties and supersedes all offers, negotiations, and other agreements of any kind. There are no representations or understandings of any kind not set forth herein. Any modification of or amendment to this Lease must be in writing and executed by both parties. C. This Lease shall be construed in accordance with the laws of the State of Washington. Venue and jurisdiction of any lawsuit arising out of the performance or obligations of this lease shall be in the King County Superior Court, Kent Regional Justice Center, Kent, Washington. In the event of claim or litigation to enforce any terms of this j Lease, each Party shall be responsible for its own legal costs and attorney fees except as noted in Section 21. 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. I f, The parties acknowledge that space at the Premises was previously leased between Landlord and Tenant under the terms and conditions of that certain Lease Agreement dated February 10, 2006 (the "Prior Lease"). Landlord and Tenant acknowledge and agree that the Prior Lease is terminated effective as of the Commencement Date of this Lease agreement, and that thereafter, the terms and conditions of this Lease agreement shall be the sole instrument governing the leasing of space by Tenant at the Property. THIS LEASE IS EXECUTED and shall become effective on the last date indicated below (the "Effective Date"), If the Effective Date occurs after the Commencement Date, any act consistent with the authority and obligations described herein that takes place after the Commencement Date, but prior to the Effective Date, is hereby ratified and affirmed by the parties to this Lease. P:\ClvlgFiles\Open Files\0863-Cell Site Leases\Sprint\Wilson Playfieid(C1earwire)\SE52XC358-Wi1son Playfield Am LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 14 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) 111 Clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 LANDLORD: TENANT: CITY OF KENT CLEAR WIRELESS, LLC By c By: -Pri yme: Suzette Cooke Print Name: dV j ` r Its: a or Its: "6'0eanp�+r) r h rr.GaO M,h Date: A� Date: At-,�v�� APPROVED AS TQ FOR : Kent Law Department i 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 th ,,s4f.pas authorized to execute the instrument and acknowledged it as the Mayoeof 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 a 6 Aflr�� above written. $ (Sign ture) - ` NOTARY PUBLIC, in and for the State of Washington, residing My appoint at appointment expires a P 6 i P:%Civil\Flies\Open Files\BB63-Cell Site Leases\Sprint\Wilson PlayFleld(C1earwire)\SE52XC358-Wilson Playfield Am i LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 15 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) Clearwire Site ID: WA-TAC134 NewI, Sprint Site ID: SE52XC358 STATE OF WASffH4=N o ) ss. COUNTY OF XINW& U ` ) I cerCfy that I know or have satisfactory evidence that is the person who appeared before me, and said person cknowledged that (he/she) signed this instrument, on oath stated that (he/s e) was _L auth rized to execute the instrument and acknowledged it as the Vomit v "' of '( PD,If I 11� , to be the free and voluntary ct of such party for the uses and purposes mentioned in the instrument. Dated: o- -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. LA'I'ANYA R.JONES �pgµµotMva� NOTARY PUBLIC �( STATE OF KANSAS 4,Sgture) NOT� IC, in and for the Sta of , residing at My appointment expires 11 -Zb1� II P:\Civil\ales\Open riles\0863-Cell Site Leases\Sprint\Wilson PlayFleld(C1earw1re)\SE52XC358-Wi1son PlayFleld.doc $$ LEASE AGREEMENT AT WILSON PLAYFIELDS -Page 16 of 16 (Landlord: City of Kent; Tenant: Clear Wireless, LLC) (2016) Clearwlre Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 EXHIBIT A LEGAL DESCRIPTION OF LANDLORD'S PROPERTY PARCEL A: THE NORTH 3.00 FEET OF THE FOLLOWING DESCRIBED PARCEL: THE WEST 85.00 FEET OF THE EAST 503.58 FEET OF THE SOUTH 130.00 FEET OF THE NORTH 160.00 FEET OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 22 NORTH RANGE 5 EAST, W.M. IN KING COUNTY, WASHINGTON. (A.K.A. PARCEL A OF CITY OF KENT LOT LINE ADJUSTMENT#LL-2002-2, RECORDED UNDER KING COUNTY RECORDING NUMBER 20020213000170,) PARCEL B: THE NORTH 3.00 FEET OF THE FOLLOWING DESCRIBED PARCEL: LOT 2 OF SNOW PARK SHORT PLAT SP #91-32, RECORDED UNDER KING COUNTY RECORDING NUMBER 9802179012, BEING A PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M. IN KING COUNTY, WASHINGTON. TOGETHER WITH THE NORTH 3.00 FEET OF THE FOLLOWING DESCRIBED PARCEL: THE SOUTH 130.00 FEET OF THE NORTH 160.00 FEET OF THE EAST 80.00 FEET OF THE WEST 985.00 FEET OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M. IN KING COUNTY, WASHINGTON. (A.K.A. PARCEL B OF CITY OF KENT LOT LINE ADJUSTMENT #LL-2002-2, RECORDED UNDER KING COUNTY RECORDING NUMBER 20020213000170.) Clearwire Site ID: WA-TAC134 ICI New Sprint Site ID: SE52XC358 EXHIBIT B DEPICTION OF PREMISES THAT PORTION OF PARCEL "B" OF CITY OF KENT SNOW PARK LOT LINE ADJUSTMENT NO. LL-2002-2 AS RECORDED UNDER KING COUNTY RECORDING NO. 20020213000170 DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M; THENCE N88054'57"W ALONG THE NORTH LINE OF SAID SUBDIVISION, A DISTANCE OF 418.69 FEET; THENCE SO1101'02"W, A DISTANCE OF 30.00 FEET TO THE NORTHWEST CORNER OF SAID PARCEL "B"; THENCE CONTINUING S01101'02"W ALONG THE WESTERLY LINE OF SAID PARCEL "B", A DISTANCE OF 505.00 FEET TO AN ANGLE POINT OF SAID PARCEL "B"; THENCE S88154'57"E A DISTANCE OF 3.74 FEET TO THE TRUE POINT OF BEGINNING OF THIS LEASE AREA DESCRIPTION; THENCE CONTINUING S88054'57"E, A DISTANCE OF 6.00 FEET; THENCE S01057'22"W, A DISTANCE OF 7.00 FEET; THENCE N88°54'57"W, A DISTANCE OF 6,00 FEET; THENCE N01057'22E, A DISTANCE OF 7.00 FEET TO THE TRUE POINT OF BEGINNING. SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON. I Clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 EXHIBIT C LEGAL DESCRIPTION OF ACCESS EASEMENT A 30-foot easement for ingress & egress, 15 (fifteen) feet on each side of the following described centerline: Commencing at the southeast corner of Lot 1, Snow Park Short Plat Sp-97-32, as delineated on that survey recorded under Recording Number 9802179012,records King County, State of Washington, Thence N88154'57"W, along the southerly line of said Lot 1, a distance of 5.000 (five) feet; Thence SO1105'03"W, perpendicular to said southerly line, a distance of 7.00 (seven) feet to the TRUE POINTOF BEGINNING of this centerline description; Thence S00038'07"W, a distance of 420.75 feet to a point 15.00 feet northerly of (as measured at a right angle) the south line of Lot 2 of aforementioned Snow Park Short Plat SP-97-32; Thence S88056'40"E, parallel with said south line, a distance of 376.30 feet to the westerly Right of Way line of 132nd Avenue SE, and the TERMINUS OF THIS LINE DESCRIPTION. The sidelines of this easement description shall be lengthened or shortened as necessary, to fit within the confines of Lot 2 as delineated on aforementioned Survey recorded under Number 9802179012, records of King County and to the south line of the above described lease area. i Situated in the County of King, State of Washington. III i Clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 EXHIBIT D SCOPE OF WORK TO BE COMPLETED BY CLEAR WIRELESS, LLC (No proposed changes to existing installation, see attached drawings) ',Watl 30 1135NOD N3ID9M S5 VdM 3H1 lnOH11M C3ID0i81SIG3tl 030000UdH 38 ION AM ONV.1I 10 1.1.11" 3los 31N 2tlV OW 1. .NW 31 L 3fiMa 353a � €p (® §gg �ffirvUJrn g Qa �. £ �RRRRy N a u y z ¢ R V L 4 g ^ 3 rn �Q �3 N$ ujF V1 AtlM OML 35 3Atl ONZLI-- (i1 d Y I I 3 I z ?9� �w� I w4 I f7 � it I m a a n se 5 I I Ik �13) III --aNn umaoea xaaus � t3 a � wNQQ as 1 � N Yc - 9inn ua3aoaa 'lNladS 30 1N3SNOJ WaW SS38dM 3H NOX W 03NBIxM103U HO 03I IN JS90 '03]HOOad3a 30 IGN A O OW 141tl,S 3O. 3dOmd Ms 3HL 3W OW TeLx3Cn110D 3W 51N3Mn 3S H1 - Z6 O A $$� �n $ s° � WZ �g �.m $� W`. 3&& " n 3 3 N ci W 3 w N P1 a" fir \"4i '`vO Z lea mF i � FC co to mix �4 �I S v u" �N \ I i a N �m m =e i id H s 3xn 3N.'3f - lei l o = r C 1 l a S. o ` I 'INItldS 30 1N35NO]NIW M M8dn 3X NOI M a]YMbMfM8 HO 031"IW3SSJ '03000OJd3N 36 l M A l aW 1N[WdS 30 ll 380Ud MOS 3W 3W OW TN IUUN03 3W SIN3N0000 3SVH L6 LU f 3W N� r T 6 Q �§ !d s& ^J�r � { a yyh 0 E N e n o �zWJ b9� III � I s II II � II � f:- e II I\ qua s ii Nx ome �I I ' 1ff 0 a � [OdvT i I ' C w a P zB3Ys 's III ICI 4 N 41g i S I I J 313tl0NW UIMdS_M3 � yW1 z i 'ININdS 30 L JSN03 N30aM SM3 d*3W NOWIN 03 GIWS103tl tl0 03t{ROY ,3 m'03]000Yd3tl 39 lON AMY ONY IN boS lO AIN3aatld 3105 31LL?iN OIN 1V11N30l1N0�3W SllJ3hI1J0U 353N1 li c9 t e®r' ��: ,. p Q H a C' 1' 6u' 4�40� x r , i a U uj >Q i m to o M w 4 W e E 6 G, E Go G _ ME Y9 ------- ------------ L meR ffip IZI L 38 m F Z a6 w PIF s Ea € -- i i i 8 .1.1D IN lNIIND]NILN.ss3aaxl 311 NmWM O3.I IE103tl tlo WIVNirv3SsO'O3 Oaa3a 39 ION A"OW 1NIEdS AO 4 dHd 305 3w.3W CW lNWGIANOO 3Na E1 3wr000 3S la Ali a o_ Z` O WF G ®" t i2 ?b J ~ o J = ,n� is l uJ m ` NN oQ roU00 gC Lo 4 lJ a z z z l°a � e < z g wa Q LU a0 6 3 G a <f al Q ' = 'p Bs` q, N S u uGIY9 � Hfu$ � � s N� € U 6..°N3 �, 'xm l3u�en �€' Rig R �t�—gy - �m8a4 8 ;3 �g"33b4xyB n � `•'6 n'IN ��6� �a wz G LS��4.�ffi Y�BM .a,R d� �3E „fin„ a Ail 5. 1 � B4T z HER I U- .- a 6 5 smo 8aa z N a SbMM , _ U §/ . . » . ! , e ~ ��a , R < : ) 2 < z ! r z : : a / o §# § ! e { ) \/! � ° , ƒ / / [ ! , r " ©& 2 § !` k u � ! ! , , = + § ¥ , GW § _ % Dy. & , [ / f ! ! \ ; W / ( L � §p §§ , , , , : , , , _ , \ \ §} " § ; . ; . \\ Err I § ILIIN j ( ` \ } ( : : , ) ! | ( § OL § _ § , , ) § . ! w \ . � Clearwire Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 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 Liability 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 additional insured on Tenant's Commercial General Liability insurance policy using a form at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used. 2. Automobile Liability 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. The coverage amounts set forth may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those stated. i C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: I t Clearwlre Site ID: WA-TAC134 New Sprint Site ID: SE52XC358 EXHIBIT E (Continued) 1. Tenant's insurance coverage shall be primary insurance 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. 2. 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. 3. 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 Lease. 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. t\ vc Vrcu CERTIFICATE OF LIABILITY INSURANCE T rl 1. 4/l/2017 8/18 2016 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 iB an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or 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 Lockton Companies N TACT E: 444 W.471h Street,Suite 900 H, Nc Eat): No); Kansas Ci((yy MO 64112-1906 EMAIL (816)960%00 ADDRESS, INSURER INSURERS1 AFFORDING COVERAGE AC III INSURERA: Continental Casualty Comparry 20443 INSURED SPRINT CORPORATION INSURERS: American Casualty Company of Reading,PA 20427 14971 6480 SPRINT PARKWAY INSURERC: Transportation Insurance Company 20494 OVERLAND PARK KS 66251 INSURER D: Starr Indemnity&Liability Company 38318 INSURER E: SURER COVERAGES SPRC003 CERTIFICATE NUMBER: 14221961 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 ADDL SUBR POLICY EFF POLICY EXP j TYPE OF INSURANCE INSD WD POLICY NUMBER IMMI MMJOOIyYYyILIMITS A X COMMERCIAL GENERAL LIABILITY Y Y GI5082521363 4/l/2014 4/I/2017 EACH OCCURRENCE s2000000 CLAIMS-MADE X❑OCCUR PREMISES E��aoocuromnce $ 250,000 X CON'FRACFUAL LIAR. DIED EXP(Any oneperson) XXXXXXX X I-TENANTS LEGAL LIAB PERSONAL 8 ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10000000 X POLICY❑JECT 7 LOG PRODUCTS-COMPIOP AGO $ 3,000,000 OTHER: $ A AUTOMOBILE LIABILITY N N BUA5082521329 4/1/2014 4/1/2017 EOaeeB.ctleDI51NGLELIMIT $ 2000000 X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX AUTOS ONLY AUTOS NED BODILY BODILY INJURY(Per accident $ XXXXXXX AUTOS ONLY AUTOS ONLY PaFarE.dent AMAGE $ XXXXXXX Gars ekee ers $ Included D XJ UMBRELLA LIAB X OCCUR N NL 1000040033161 4/l/2016 4/l/2017 EACH OCCURRENCE $ 10000000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ S XXXXXXX C WORKERS COMPENSATION PER O AND EMPLOYERS'LIABILITY N WC5082521282 RETRO) 4/1/2016 4/1/2017 X STATUTEANYPROPRIETOmv ETR e YIN WC5082521296�DEDUCTIBLE 4/1/2016 4/1/2017 B OFFICERIMEMSEREXCLUDED9�LUTIVE NIA WC5092521279(CA) 4/1/2016 4/i/20i7 EL EACH ACCIDENT f 1 �QOD00 C (Mmtlatory In Na) SGL5082521315(STOP GAP) 4/l/2016 4/1/2017 E.L.DISEASE-EA EMPLOYEE lx0,000 O SCFIPTION OF OPERATIONS bdow EL DISEASE-POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) +FIRR DAMAGE IS INCLUDED IN BROADER TENANTS LEGAL LIABILITY FORM WITH LIMITS OF$1,000,000 PER OCCURRENCE. CITY OF KENT IS AN ADDITIONAL INSURED WHICII IS ON A PRIMARY BASIS,AND ALL OTHER INSURANCE SHALL BE NON-CONTRIBUTORY, AND SUBROGATION IS WAIVED,WHET E REQUIRED BY CONTRACT AND SUBJECT TO POLICY TERMS AND CONDITIONS. RE: INSTALLATION,OPERATION Br MAIN I'ENAN E OF I ELECOMMUNICATIONS EQUIPMENT. LEASED LOCATION-- 5 ET KENT WA CERTIFICATE HOLDER CANCELLATION See Attachment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, 14221961 AUTHORIZED REPRESENTATIVE CITY OF KENT ATTN:JULIE PULLIAM 220 FOURTH AVE.SOUTH KENT WA 98032 ACORD 25(2016103) ©19 8.2015 ACORD CORPORATION.All rights reserved The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL MAIL WRITTEN NOTICE IN ACCORDANCE WITH THE POLICY PROVISIONS TO THE CERTIFICATE HOLDER NAMED WITHIN THE STATED TIME FRAMES OF 30 DAYS, EXCEPT FOR REASON OF NON-PAYMENT OF PREMIUM AT 10 DAYS. FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. it i I I Miscellaneous Attachment:M463964 j Master ID: 14971, Certificate ID: 14221961 II Y- POLICY NUMBER: COMMERCIAL GENERAL LIABILITY GL5082621363 CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION i This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Location(s) Of Or organization(s): ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED IS REQUIRED TO PROVIDE SUCH COVERAGE UNDER THE TERMS OF A WRITTEN CONTRACT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to"bodily injury" or"property damage"occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 ISO Properties,Inc.,2004 Attachment Code:D46I205 Certificate ID : 14221961 I I REQUEST FOR MAYOR'SSIGNATURE 10E a T Please Fill in All Applicable Boxes Originator: Julie Pulliam Phone (originator): 5702 Date Sent: 8/23/16 Date of Council Approval: N/A Return Date of Approval from Finance: NA Signed Document to: Julie Pulliam (only required on contracts $10,000 &over or on any Grant Agreements) Date Required: 8/26/16 Date of Approval from Risk Manager: 5/25/16 Vendor Name: Clear Wireless (Sprint) Budgeted: YES ❑ NO ❑ License/Lease Agreement Budget Fund: 10006220.56240 Brief Explanation of Document: License and Lease Agreement for Sprint Cell Tower at Wilson Pay Fields. Renegotiated terms monthly rent of $2,600 + leasehold tax Lease dates 5/1/2016 - 4/30/2026 with option to renew for two additional 5-year periods, with adjustments to monthly rent. All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) ` 1 Received: s Law Department Approved as to Form: Law Dept. Comments ; c Date Forwarded to Mayor: Shaded Areas To Be Completed By Administration Staff Received: Recommendations and Comments: Date Returned: P 1G'AIWmaNauman I Pr..,',,I'nN S I d 1, 1-1—