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LAG2019-002 - Original - Sprint Spectrum L.P. - Telecommunications Equipment for 11228 DE 236th Pl - 07/01/2018
CITY CLERK CITY OF KENT KEN T 220 4`h Avenue South WASH I N G T O N Kent, WA 98032 Fax: 253-856-6725 PHONE: 253-856-5725 Lease Agreement Cover Sheet This document is to be used in lieu of the Contract Cover Sheet SECTION 1 - CONTRACT PROCESSING AND TENANT SET-UP: Contract Number: 1. Responsible Department/Division: PW/Water 2. Contact Person and Title: Cheryl Rolcik-Wilcox/Sean Bauer Telephone Extension: 5587 3. Tenant (Customer) Name: Sprint Spectrum L.P. 4. Tenant (Customer) Number: 68680 5. General Ledger Account Number: 41005550.56260 6. King County Tax Parcel Number: 172205-9184 7. Address of Parcel: 11228 SE 23611 Place 8. Type of Lease: Lease for Telecommunications Equiment 9. Council Authorization Date: 4/2/19 10. Mayor Signature Date: 1/1e l-t? SECTION 2 - LEASE DURATION AND IMPORTANT DATES: 11. Lease Start Date: Retroactive to July 1, 2018 12. Tenant Lease Option Renewal Notification Due Date: January 1, 2023 13. Lease Termination Date: June 30, 2023 14. Lease Duration: 5 years + two 5 year renewal options SECTION 3 - RENT DETERMINATION AND DUE DATE: 15. Rent: $2,730.00/mo w/rent increases 16. Rent Due Date: In advance on or before the first of the monty 17. Calculation of Rental Increase(s): 4% as outlined in Section 3 of lease Lease Agreement Cover Sheet—Page 1 of 2 SECTION 4 - LEASEHOLD EXCISE TAX: 18. Is this lease subject to leasehold excise taxes? ® YES (go to Question 19) ❑ NO, reason: 19. Are leasehold excise taxes for this tenant centrally assessed, i.e. directly collected from the tenant by the Washington State Department of Revenue? ® YES (attach written verification received directly from DOR or indirectly through the tenant, e.g. DOR notification letter) ❑ NO (go to Question 20) 20. Does Lease Rent include Leasehold Excise Tax? (Leasehold taxes must be broken out on the invoice and coded: Business unit.32500.0303) ❑ YES Calculate the leasehold excise tax (Stated Rent divided by 1.1284) ❑ NO Calculate the leasehold excise tax (Stated Rent times .1284) SECTION 5 - APPLICABLITY OF UTILITIES: 21. Applicability of Utilities - Check all that utilities that are affected and indicate provider (e.g. City of Kent), Account Number or basis of exclusion. ❑ Does Not Apply ❑ Water: ❑ Sewer: ❑ Drainage: ❑ Garbage: ® Electricity/Natural Gas: SECTION 6 - MONETARY PENALTIES AND LATE INTEREST CHARGES: 22. Monetary Penalties: 5% charge if more than 5 days late 23. Late Interest: 1%/mo SECTION 7 - OTHER LEASE CONSIDERATIONS: Special lease considerations, e.g. non-monetary rent, etc One time $2,000 administrative fee and one-time payment of $10,000 for previously occupying City- installed conduit without authorization-Due within 60 days of full lease execution ❑ None (check box if no considerations) Lease Agreement Cover Sheet—Page 2 of 2 Sprint Cascade No. SE60XC302 Site Name: Splinter LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease") is between the CITY OF KENT, a Washington municipal corporation ("City"), and SPRINT SPECTRUM L.P., a Delaware limited partnership, with its principal address at 6391 Sprint Parkway, Overland Park, Kansas 66251-2650 ("Tenant"), for a wireless communications facility located at 11228 Southeast 236t" Place, Kent, Washington. BACKGROUND A. City is the owner in fee simple of a parcel of land located in the City of Kent, King County, Washington, legally described on the attached Exhibit A (the "Property"). B. Tenant is in the communications business and desires to lease that portion of the Property as depicted on the attached Exhibit B and may access that portion of the Property as depicted on the attached Exhibit C. C. Tenant acknowledges and agrees that this Lease does not authorize Tenant to expand its improvements, nor allow other providers to occupy City-owned property, nor sub-lease Tenant's Improvements without explicit authorization from the City. D. Accordingly, the parties are entering into this Lease on the terms and conditions set forth below. AGREEMENT In consideration of their mutual covenants, the parties agree as follows: 1. Leased Premises. City leases to Tenant and Tenant leases from City approximately 2595 square feet of land located on that portion of the Property as depicted on the attached Exhibit B (the "Premises"). Tenant is not authorized by this Lease to use or permit installation of any equipment in facilities or areas not specified within the exhibits to this Lease. Tenant may only access the Premises as legally described on Exhibit C. This Lease is not a franchise nor is it a permit to use the City's rights-of-way. Any franchise or permit must be obtained separately from the City. 2. Term and Option to Renew. This Lease shall commence on July 1, 2018 (the "Commencement Date"), and end on the date that is one day before the five-year anniversary of the Commencement Date, June 30, 2023 ("Expiration Date"). Additionally, so long as Tenant is not in default of this Lease beyond all applicable notice and cure periods, 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 City at least 90 calendar days before the end of the then-current term. LEASE AGREEMENT AT BLUE BOY —Page 1 of 16 (City: City of Kent; Tenant: Sprint) 3. Monthly Rent. 3.1 Tenant agrees to pay City as Monthly Rent, without notice or demand, the sum of TWO THOUSAND SEVEN HUNDRED AND THIRTY DOLLARS ($2,730.00), plus leasehold excise 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. 3.2 Tenant shall pay City a late payment charge equal to 5% 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 1% per month. 3.3 The Monthly Rent during years two through five of the initial five-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 4%. 3.4 The Monthly Rent during the first year of each five-year renewal term will be adjusted to Market Rent. "Market Rent" means the rent paid for similar uses on similar properties in the greater Puget Sound area. City shall propose the updated Market Rent no later than 60 days prior to the end of the then-current term. If City and Tenant cannot mutually agree upon Market Rent within 30 days after City presents its proposal for Market Rent, then the Lease shall terminate at the end of the then-current term. 3.5 Monthly Rent, and all other consideration to be paid or provided by Tenant to City shall constitute Monthly Rent and shall be paid or provided without offset. 3.6 City 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. The parties agree that this is an absolute net lease intended to assure City the rent reserved on an absolute net basis. 4. 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 associated costs. 5. 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. As part of the costs incurred by City to administer, negotiate changes to, and modify this Lease, Tenant shall pay to City a one- time administrative fee of TWO THOUSAND DOLLARS AND NO/100 ($2,000.00) ("Administrative Fee") plus a one-time payment of TEN THOUSAND DOLLARS AND N0/100 ($10,000.00) ("Conduit Fee") for previously occupying City-installed conduit without authorization. Payment of this Administrative Fee and Conduit Fee shall be due in full within 60 days following the full execution of this Lease. This Administrative Fee and LEASE AGREEMENT AT BLUE BOY - Page 2 (City: City of Kent; Tenant: Sprint) (2018) Conduit Fee shall not be considered part of the Monthly Rent for any purpose, including, but not limited to, application of the state leasehold excise tax. 6. Use of Premises. 6.1 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. Tenant shall not use the Premises for any other purpose. 6.2 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. 7. Tenant Improvements, Plans, Bonds. 7.1 Tenant has improved the Premises by constructing wireless communications facilities including a communications tower and ancillary support facilities and structures (collectively, "Improvements") as depicted on Exhibit D. No additional improvements or modification to the Improvements shall be made without the City's consent, which consent will not be unreasonably withheld, conditioned or delayed. Prior to commencing construction of any additional improvements or modifications, Tenant shall submit plans and specifications drawn to scale for all Improvements to City. City's Public Works Department may grant approval or provide Tenant with its requests for changes within 30 business days of City's receipt of Tenant's plans and specifications. Construction, installation, or alteration of improvements shall not be commenced until plans for such work have been approved in writing by the City and all necessary permits have been properly issued. Tenant is responsible for providing all labor, materials, and equipment necessary for the Tower. The plan and specifications review schedule described above does not apply to the City 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 the Monthly Rent described in Section 3. Any Improvements or modifications to Improvements are subject to the conditions set forth in this Section 7. 7.2 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 City's consent; except that this provision shall not relieve Tenant of its responsibility to obtain all necessary permits and approvals for such work, whether it be from City or any other agency with jurisdiction. 7.3 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. 7.4 Any alterations, modifications, improvements, or changes to the LEASE AGREEMENT AT BLUE BOY - Page 3 (City: City of Kent; Tenant: Sprint) (2018) Improvements not authorized by this Lease or other required City approval ("Unauthorized Alterations ) will be subject to the payment of an Unauthorized Alterations Charge (defined below) by the Tenant. City shall provide written notice to the Tenant of any Unauthorized Alterations identified by City staff and Tenant shall have thirty (30) calendar days thereafter in which to establish that the alterations were authorized or to remove such alterations. Failure to establish that the alterations were authorized or to otherwise remove such alterations will result in the imposition of an Unauthorized Alterations charge in the amount of One Hundred Dollars ($100.00) per day per Unauthorized Alteration ("Unauthorized Alterations Charge") starting on the date that is thirty (30) days following Tenant's receipt of notice of such Unauthorized Alteration until such time as such Unauthorized Alterations are removed. This Lease remedy is in addition to any other remedy available to the City at law or equity. 7.5 Tenant shall conform and comply with all local land use, regulatory, or building permit conditions issued by the City or any other agency with jurisdiction in connection with the construction, operation, or maintenance of Tenant's Improvements and the Improvements contemplated in this Lease. 7.6 Tenant shall consult with City to schedule the construction of any additional Improvements and Tenant shall adhere to this schedule. 7.7 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 sole cost. 8. Removal of Improvements. 8.1 Within 30 days after termination or expiration of this Lease, Tenant shall commence removal of all Tenant's Improvements from the Premises and peaceably surrender the Premises to the City in the same condition the Premises was in on the date the original Lease of the Premises began, excepting ordinary wear and tear. Removal of all of Tenant's Improvements shall be completed within 90 days. If Tenant fails to begin removal of the Improvements on or before the 30t" day after the Lease expires or terminates or fails to complete removal within 90 days, the City may remove, store, or dispose of any remaining portion of the Improvements in any manner the City deems appropriate. Tenant shall, within 30 days after receipt of the City's written request and invoice evidencing such costs, reimburse the City for all costs incurred by the City in connection therewith (including any reasonable overhead and storage expenses). The terms of this Section 8.1 shall not apply to Improvements which are authorized to remain pursuant to Section 8.2. 8.2 If, upon request by the Tenant, City grants permission for all or a portion of the Improvements upon termination of this Lease to remain, title to the affected Improvements shall be transferred to City via bill of sale, at market rates, and shall become the sole and exclusive property of City, and Tenant shall be relieved of its duty to otherwise remove them. Any personal property, equipment, or Improvements that are not removed within 90 days following the termination of this Lease shall become the property of City, at City's option. LEASE AGREEMENT AT BLUE BOY - Page 4 (City: City of Kent; Tenant: Sprint) (2018) 8.3 Tenant shall annually post a bond (or, at Tenant's option, a letter of credit) from a surety or bank reasonably acceptable to City, in the amount of Fifteen Thousand Dollars ($15,000.00). City 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 should Tenant not comply with the requirements of this section. 9. Use by Other Providers. 9.1 The Improvements were initially designed and constructed to accommodate one additional telecommunication provider ("Other Provider"). 9.2 City may elect at any time to place one antenna or antenna facility on the Improvements otherwise available for use by an Other Provider. If City so elects, such use shall be without charge to the City. Tenant shall cooperate with City in connection with City's locating and placing their antennas and other facilities on the Tower and into the ancillary support facilities. 9.3 City Leasing Space. (a) Nothing in this Lease shall preclude City from leasing other space for communications equipment to an Other Provider who may be in competition with Tenant, or to any other party, subject to the provisions of Section 13. (b) The City may allow Other Provider(s) to locate and place antenna and other facilities on the Premises and in the ancillary support facilities; provided, however, prior to any installation on the Tenant's Improvements by a third party, including, but not limited to, an Other Provider, such third party shall enter into a site lease agreement directly with Tenant for the use of such Improvements under commercially reasonable terms and conditions acceptable to Tenant. Tenant shall cooperate with each new Other Provider and its locating and placement of its equipment. (c) The Tenant shall not be responsible for the cost of the Other Provider locating and placing its equipment on the Premises or for any liabilities that arise from the Other Provider's use of the Premises. 9.4 Tenant Subleases. (a) Tenant shall notify City in writing of all sublease or assignment requests or proposals which Tenant receives for use of the Improvements within 3 days after receipt. Tenant shall also immediately provide City with any information relating to an actual or prepared lease to an Other Provider that City requests. Failure to comply with this provision shall place Tenant in default and give City the option of exercising any of the rights set forth in this Lease. (b) For each additional antenna installed by Tenant, as a result of a sublease or otherwise, beyond the Improvements depicted in Exhibit D, Tenant shall pay an additional fee in an amount to be determined by the parties, which shall increase LEASE AGREEMENT AT BLUE BOY - Page 5 (City: City of Kent; Tenant: Sprint) (2018) annually under the same terms provided in this Lease and shall become part of the Monthly Rent. 10. Maintenance. 10.1 Tenant shall, at its own expense, maintain the Premises (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 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 City. City may remove graffiti that is not located on any Improvements 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. The use of herbicides or insecticides by Tenant on the Premises is strictly prohibited. City shall be responsible for any damages to the Premises caused by its use by City, or City's agents, employees, licensees, invitees or contractors, and shall be responsible for maintaining and repairing the access from and after the expiration or earlier termination of this Lease, which costs shall be City's sole responsibility, subject, however, to Tenant's restoration obligations pursuant to Sections 7 and 8. 10.2 If the City or any other tenant undertakes painting, construction or other alterations on City'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 City or any third party due to the City or the third parties' negligence, so long as Tenant has taken reasonable measures to protect Tenant's equipment, property, and facilities as required above. 11. Access. City and its agents shall have the right to enter the Premises at all times, to examine and inspect the Premises, however, except in an emergency, City agrees that it will not access Tenant's Improvements without a representative of Tenant present; and provided further, however, that in no event will City, its employees, agents or contractors remove, relocate, alter, modify or otherwise tamper with Tenant's Improvements. Tenant and its sublessee(s) shall have 24-hours-a-day, 7-days-a-week access to the Premises for regular maintenance and to address emergency issues. 12. Approvals; Compliance with Laws. Tenant's use of the Premises 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. LEASE AGREEMENT AT BLUE BOY - Page 6 (City: City of Kent; Tenant: Sprint) (2018) 13.1 Tenant's installation, operation, and maintenance of the Improvements shall not damage or interfere in any way with City's activities on the Property. Except as set forth in Section 13.2, Tenant agrees to correct, within 30 calendar days of receipt of notice of interference from City, all such actions that materially interfere with City'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. 13.2 Tenant shall not interfere with the construction of the City's new pump station on the Property. Tenant agrees to correct any interference within 5 calendar days of receipt of notification of interference by the City. Tenant shall indemnify, hold harmless, and pay the costs of defending the City against any and all claims, suits, actions, damages, or liabilities for delays on the construction of the City's pump station caused by or arising out of the failure of Tenant to correct any interference in a timely manner. Except that Tenant shall not be responsible for damages due to delays caused by circumstances beyond the control of Tenant or the negligence, willful misconduct, or unreasonable delay of the City of any unrelated third party. 13.3 Before approving the placement of the Improvements, City 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. 13.4 If an Other Provider requests a lease from City to place any type of antennae or transmission facility on the Property, City shall submit a proposal complete with all technical specifications reasonably requested by Tenant to Tenant for review for noninterference; however, City 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 a proposal to make any objections. Failure to make any objection within this 15-day period will constitute consent by Tenant to the installation of antennae or transmission facilities pursuant to the proposal. If Tenant gives notice of objection due to interference during this 15-day period and City deems the objection to be valid, then City shall not proceed with such proposal unless and until the Other Provider modifies the proposal in a manner determined, in City's reasonable judgment, to adequately eliminate reasonable interference concerns asserted by Tenant. If the Other Provider actually interferes with the operations of Tenant, City shall make good faith efforts to have the Other Provider cease operation until the interference can be eliminated. 13.5 The City may allow a governmental unit to place antennae or other communications facilities on the Premises so long as there is no interference with Tenant's use. The City will provide the Tenant an opportunity to object to such a placement due to interference. Tenant shall have 15 calendar days following receipt of a proposal to make any objections due to interference. Failure to make any objection within this 15-day period will constitute approval. Any costs such as a structural analysis will be paid by the City or the governmental unit responsible for placing the antennae or communications facilities. LEASE AGREEMENT AT BLUE BOY - Page 7 (City: City of Kent; Tenant: Sprint) (2018) 14. Default. It shall be a default if: 14.1 Tenant fails to pay Monthly Rent or any other sums payable to City when due, and does not cure such default within 15 calendar days after receipt of written notice; 14.2 Tenant removes its Improvements on the Premises for a period longer than 6 consecutive months and fails to replace them during this time period; 14.3 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 City in connection with the construction, operation, or maintenance of Tenant's facilities contemplated in this Lease, and this failure is not cured within 30 calendar days after receipt of written notice; except 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; 14.4 Tenant is finally adjudicated as bankrupt or makes any assignment for the benefit of creditors; 14.5 Tenant becomes insolvent; 14.6 Either party fails to perform any other covenant or condition of this Lease and this failure is not cured within 30 calendar days after receipt of written notice; except 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; 14.7 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 calendar days following Tenant's receipt of written notice of such failure; or 14.8 Tenant makes or allows to be made any Unauthorized Alteration and this Unauthorized Alteration is not cured within thirty (30) calendar days following Tenant's receipt of written notice. 15. Cure by City. In the event of any default of this Lease by Tenant beyond all applicable notice and cure periods, City may, cure the default for the account of and at the expense of the Tenant. If City 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 City's rights under this Lease, the sums so paid by City, with all interest, costs and damages will constitute Additional Rent. Tenant shall pay this Additional Rent to City within 30 calendar days after receipt of an invoice together with reasonable supporting documentation evidencing such sums and expense. If Tenant disputes the appropriateness of the Additional Rent in good faith, Tenant will pay such Additional Rent "under protest". Any payment under protest by Tenant will not be considered an admission of liability or a waiver of Tenant's rights under this Lease, and this payment will LEASE AGREEMENT AT BLUE BOY - Page 8 (City: City of Kent; Tenant: Sprint) (2018) 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, and for instances of damage or destruction as set forth in Section 19, 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; (b) by Tenant, if in its sole discretion, it determines that the use of the Premises is obsolete or unnecessary; (c) by City upon 180 calendar days' prior written notice to Tenant, if City decides, in its sole discretion for any reason, to discontinue use of the Premises for municipal or public purposes; (d) by City 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; (e) by City, if Tenant's use of the Premises violates applicable laws or ordinances provided that Tenant is given notice of such violation and an opportunity to cure pursuant to Section 14.6 above; or (f) by City or Tenant, 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, and is unable to reinstate such license within a 90 days following such loss. 17. Damages. In the event Tenant defaults beyond all applicable notice and cure periods pursuant to Section 14 or Tenant terminates pursuant to Section 16, Tenant shall pay City the amount of unpaid rent accrued through the date of termination. In the event Tenant defaults beyond all applicable notice and cure periods or Tenant terminates pursuant to Section 16(b), Tenant shall also pay City liquidated damages in the amount of 6 months' additional rent, at the rate then existing as of the date of termination, without regard to annual increases. 18. Termination; Notice. In the event of default by City pursuant to Section 14, Tenant may pursue any remedies available to it against City at law and in equity, including, but not limited to, the right to terminate this Agreement. Except as otherwise provided in Section 14, any notice of termination pursuant to Section 16(b) 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 City. In such event, Tenant shall promptly remove all Improvements from the Premises as set forth in Section 8 above. This Lease (and Tenant's obligation to pay rent) shall terminate upon Tenant's removal of all Improvements and Tenant shall be entitled to the reimbursement of any prepaid Monthly Rent. City shall have no obligation to repair any damage to any portion of the Property, the Premises. 20. Condemnation. If the Premises are taken by eminent domain, this Lease shall terminate as of the date title to the Premises vests in the condemning authority. If a portion of the Premises is taken by eminent domain, either party shall have the right to terminate this Lease as of the date of title transfer, by giving 30 calendar days' written LEASE AGREEMENT AT BLUE BOY - Page 9 (City: City of Kent; Tenant: Sprint) (2018) notice to the other party. In the event of any taking under the power of eminent domain, Tenant shall not be entitled to any portion of the reward paid for the taking and City 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 City, 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. 21.1 Disclaimer of Liability. Except for the negligence or willful misconduct of City, City 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, and any Improvements made by Tenant. 21.2 Indemnification. Tenant shall, at its sole cost and expense, indemnify and hold harmless City and all associated, affiliated, allied and subsidiary entities of City, now existing or hereinafter created, and their respective officers, boards, commissions, employees, agents, attorneys, and contractors ("Indemnitees"), from and against: (a) 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, or Tenant's failure to comply with any federal, state or local statute, ordinance or regulation. (b) 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 and Tenant's Improvements. Tenant shall cause such claim or lien covering City's Property to be discharged or bonded per the requirements in Section 8.3. (c) Notwithstanding the foregoing, Tenant shall not indemnify, defend or hold harmless City for any liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses or expenses (including, without limitation, reasonable fees LEASE AGREEMENT AT BLUE BOY - Page 10 (City: City of Kent; Tenant: Sprint) (2018) and expenses of attorneys, expert witnesses and other consultants), arising out of the City's negligence or willful misconduct. 21.3 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. Tenant's assumption of risk shall not apply to any latent defects or other dangerous situations, if City knows or should know that defect or situation exists but has not disclosed that information to Tenant. 21.4 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 City 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. 21.5 Notice, Cooperation and Expenses. City 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 City from cooperating with Tenant and participating in the defense of any litigation by City's attorney, so long as the participation is coordinated with Tenant's attorney. Tenant shall pay all expenses incurred by City 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 City's attorney; the actual expenses of City's agents, employees, or expert witnesses; and disbursements and liabilities assumed by City 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 City 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 will not generate any hazardous substance, and it will not negligently or intentionally store, or dispose, or transport over the Premises any hazardous substance in violation of any federal or state law. Tenant further agrees to hold City harmless from and indemnify City 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 City, its employees or agents. Similarly, City warrants that the Premises is free of any hazardous substances and agrees to indemnify and hold Tenant harmless from the City's negligent or intentional introduction of any hazardous substance by City. "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, LEASE AGREEMENT AT BLUE BOY - Page 11 (City: City of Kent; Tenant: Sprint) (2018) 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 City, shall be construed to be a tenancy from month to month and Tenant shall pay rent 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 will 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 City's request, execute any additional documents reasonably necessary to indicate this subordination within 30 calendar days of written request by City; provided that such documents include provisions by which City's mortgagees agree that Tenant's use and quiet enjoyment of the Premises will not be disturbed so long as Tenant is not in default under this Lease beyond all applicable notice and cure periods. 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 'SAS-IS," in the condition existing as of the Commencement Date. City makes no representation or warranty with respect to the condition of the Premises, 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 City, deliver to City 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 on which rent and other charges have been paid; (c) so far as the person making the certificate knows, City is not in default under any provisions of the Lease; and (d) any other matters as City 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 if mailed, certified mail, return receipt requested, or by a nationally recognized courier service, to the following addresses: If to City, to: Public Works Department, Attn: Water System Manager City of Kent 220 Fourth Avenue South Kent, WA 98032 With a copy to: City Clerk City of Kent 220 Fourth Avenue South Kent, WA 98032 LEASE AGREEMENT AT BLUE BOY - Page 12 (City: City of Kent; Tenant: Sprint) (2018) If to Tenant, to: Sprint Property Services Sprint Site ID: SE60XC302 Mailstop: KSOPHT0101-Z2650 6391 Sprint Parkway Overland Park, KS 66251-2650 With a copy to: Sprint Property Services Sprint Site ID: SE60XC302 Mailstop: KSOPHT0101-Z2020 6391 Sprint Parkway Overland Park, KS 66251-Z2020 Attn: Real Estate Attorney 29. Assignment. 29.1 Tenant shall not assign its interest in this Lease without City's prior written consent, which will not be unreasonably withheld. Consent by City to any assignment shall not constitute a waiver of the necessity of such consent to any subsequent assignment. This prohibition against any assignment shall be construed to include a prohibition against any subletting or assignment by operation of law. If this Lease is assigned, City may collect rent from the assignee, and apply the net amount collected to the rent and other obligations of Tenant hereunder reserved. Consent by City 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. 29.2 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 City at its option may, by giving 10 business days' prior written notice to Tenant, declare such change a breach of this section unless City has previously approved in writing the new controlling party or unless City's approval is not required pursuant to Section 29.4. 29.3 Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, 11 USC §101, et seq., shall be deemed without further act to have assumed all of the obligations of Tenant arising under this Lease on and after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to City 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 City, shall be the exclusive property of City, 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 City's property under the preceding sentence not paid or delivered to City shall be held in trust for the benefit of City and be promptly paid to City. 29.4 Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to assign this Lease without City's consent to any of Tenant's partners or affiliates, provided Tenant notifies City within 30 calendar days of such assignment. LEASE AGREEMENT AT BLUE BOY - Page 13 (City: City of Kent; Tenant: Sprint) (2018) 30. 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. 31. 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 City after a breach of this Lease shall not be deemed a waiver of such breach unless expressly set forth in writing. 32. Taxes. 32.1 Tenant shall pay all real and personal property taxes (or payments in lieu of taxes) and assessments for the Premises that are directly the result of Tenant's wireless communications facilities, 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 City, 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. 32.2 Tenant shall indemnify City 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. 32.3 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 City, Tenant shall pay those amounts in the same manner as provided for the payment of real and personal property taxes. 33. Miscellaneous. 33.1 City and Tenant represent that each, respectively, has full right, power, and authority to execute this Lease. 33.2 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. 33.3 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 LEASE AGREEMENT AT BLUE BOY - Page 14 (City: City of Kent; Tenant: Sprint) (2018) Center, Kent, Washington. In the event of claim or litigation to enforce any terms of this Lease, each Party shall be responsible for its own legal costs and attorney fees except as noted in Section 21. 33.4 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. 33.5 City covenants that Tenant, on paying the rent and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises. 33.6 The parties acknowledge that space at the Premises was previously leased between City and Tenant under the terms and conditions of that certain Lease Agreement dated July 20, 1998, as amended by a Lease Renewal Agreement entered into on December 22, 2003, a Second Lease Renewal entered into on July 9, 2009, and a Third Lease Renewal entered into on December 2, 2015 (collectively, the "Prior Lease"). City and Tenant acknowledge and agree that the Prior Lease is terminated effective as of the Commencement Date of this Lease, and that thereafter, the terms and conditions of this Lease 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. CITY: TENANT: CITY OF KENT SPRINT SPECTRUM L.P. By 1 By: &:� Print Name: Dana Ral Print Name• nib [�^� Its: Ma or Its: Mana er Real Estate Date: It I v>1 Date: 15 APPROVED AS TO FORM: ��t&77z,-� Kent Law Department PACivil\Files\Open Files\0863-Cell Site Leases\Sprint\Blue Boy\Sprint at Blue Boy.doc LEASE AGREEMENT AT BLUE BOY - Page 15 (City: City of Kent; Tenant: Sprint) (2018) STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Dana Ralph is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Mayor of the City of Kent to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated:_ -Notary Seal Must Appear Within This Box- IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. .-Q. �6fa Q�Ap, - • _ 3 (Sig ature) N ,, °060 F 0 NOTARY PUBLIC, in and for the State _ 0 of Washington, residing /9i�opWpS\'1_1 Myappointment at expires LEASE AGREEMENT AT BLUE BOY - Page 16 (City: City of Kent; Tenant: Sprint) (2018) STATE OFKANSAS ) ss. COUNTY OF JOHNSON ) Acknowledgment by Corporation Pursuant to Uniform Acknowledgment Act The foregoing instrument was acknowledged before me this 7f,t--day of 201 4 , by So/k6kv✓ on behalf of SP INT SPE &RUM L.P., a Delaware limited partnership. -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. NOTARY PUBLIC-SWe of Kansas LAURIE ANDER MyAPPLExpm 2Z (Si ature) NOTARY PUBLIC, in and for the State of Kansas, residing at Shaxo - ' KS My appointment expires 0 Z'z— LEASE AGREEMENT AT BLUE BOY - Page 17 (City: City of Kent; Tenant: Sprint) (2018) EXHIBIT A LEGAL DESCRIPTION OF CITY'S PROPERTY The East 264 feet of the North half of the Northwest quarter of the Southeast quarter of the Southeast quarter of Section 17, Township 22 North, Range 5 East, W.M., in King County, Washington; Together with an easement for roadway purposes over, under and upon the following described property: The South 20 feet of the North 155 feet of the North half of the Northwest quarter of the Southeast quarter of the Southeast quarter of Section 17, Township 22 North, Range 5 East, W.M., in King County, Washington; EXCEPT the east 264 feet thereof. Situate in the County of King, State of Washington. EXHIBIT B DEPICTION OF PREMISES THAT PORTION OF THE EAST 264 FEET OF THE NORTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING WITHIN A STRIP OF LAND 9.00 FEET IN WIDTH, 6.50 FEET WESTERLY AND 2.50 FEET EASTERLY OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF SAID EAST 264 FEET; THENCE ALONG THE WEST LINE THEREOF, S01003'11"W 124.00 FEET; THENCE S88°56'49"E 6.50 FEET TO THE POINT OF BEGINNING; THENCE S01°03'11"W 30.97 FEET TO THE TERMINUS OF THE HEREIN DESCRIBED CENTERLINE, SAID POINT HEREINAFTER REFERRED TO AS POINT "A". AND A STRIP OF LAND 5.00 FEET IN WIDTH, 2.5 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT AFORESAID POINT "A"; THENCE S01003'11"W 167.02 FEET; THENCE S88°39'38"E 119.00 FEET; THENCE N01003'11"E 51.17 FEET TO THE TERMINUS OF THE HEREIN DESCRIBED CENTERLINE, SAID POINT HEREINAFTER REFERRED TO AS POINT "B". AND A STRIP OF LAND 21.00 FEET IN WIDTH, 6.00 FEET WESTERLY AND 15.00 FEET EASTERLY OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT AFORESAID POINT "B"; THENCE N00°02'28"E 30.00 FEET TO THE TERMINUS OF THE HEREIN DESCRIBED CENTERLINE. THE SIDELINES OF SAID STRIP OF LAND SHALL BE EXTENDED OR SHORTENED AS REQUIRED TO EXTEND AT ANGLE AND END POINTS. CONTAINING 2,595 SQUARE FEET, MORE OR LESS. EXHIBIT C LEGAL DESCRIPTION OF ACCESS TO PREMISES THAT PORTION OF THE EAST 264 FEET OF THE NORTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING WITHIN A STRIP OF LAND 16.00 FEET IN WIDTH, 8.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF SAID EAST 264 FEET; THENCE ALONG THE WEST LINE THEREOF, S01003'11"W 144.69 FEET TO THE POINT OF BEGINNING; THENCE S86°43'31"E 94.11 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "A"; THENCE CONTINUING S86°43'31"E 2.00 FEET; THENCE S00°02'28"W 100.50 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "B"; THENCE CONTINUING S00002'28"W 23.00 FEET TO THE TERMINUS OF THE HEREIN DESCRIBED CENTERLINE. AND A STRIP OF LAND 20.00 FEET IN WIDTH, 10.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT AFORESAID POINT "A"; THENCE N00002'28"E 32.00 FEET TO THE TERMINUS OF THE HEREIN DESCRIBED CENTERLINE. AND A STRIP OF LAND 46.00 FEET IN WIDTH, 23.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT AFORESAID POINT "B"; THENCE S89057'32"E 53.00 FEET TO THE TERMINUS OF THE HEREIN DESCRIBED CENTERLINE. THE SIDELINES OF SAID STRIP OF LAND SHALL BE EXTENDED OR SHORTENED AS REQUIRED TO EXTEND AT ANGLE AND END POINTS. CONTAINING 6,064 SQUARE FEET, MORE OR LESS. 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Q � 0000000000 �� 0 N 0o a w a �o< J O II II p i t C i o?> Yo U o P CD UU O N C -0 7 I z w i U OZZ Z Z � v �a V V <g og ¢ - \� o w - s - - - " wg w wE wr wm w 0000000000 z� 00 e aa€ TZ O Y. i b No'000 $ 3 0.ai ti $ Z h L m w� y�o3 any �6amK aeo v N Z IN � ¢ 6 z� -12- N o \ o¢o wo - azoa � <o§LLzi .a onw i � N � tl n m V V =� z o 0 d O O Z w8l e _ B6 . o zI e ~� z .b ��N Y Sg$ II$gllg g lIb - _ Z, fli y Z c m r w orO��d t oC l o�O{l zi XW 4\\ Q O � Z - - - - OJ ed w C,zo w CY 7 Wg ¢ 2 2 U Q �gffi ,L 99 a c • � ��omw r, • W w � _ • m� b z •� z xl z R$m0ci gis H z 0 0 z W a 0 z O LL a.J� O G W��v D7 Q"N i�35 •� ";4-1 L fvts 40ti� �mo3 Qo " ^u g 0- 3 G 8 -------- II I II V JI y I I I Q ------------ rc m V38Y 1N3NdinO3 30WHO ON/DN11SI%3 O {t U O Z i Z X �< - - a .. i N r n naa - ---- ------------------------------------------------------- ----- - r- o � o ----- � z -------------------- ------- za-Z a E 0 — 1--------------------------------------- u " O naa OWN ° I V w I I I " I I o YMO[NY J 7U —/id11 � ----------- >db �Qa 06 W z ,z a c 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 any person or organization acting on the behalf of Tenant. The city of Kent shall be included 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. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: EXHIBIT E (Continued) 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. 2.The insurance carrier will provide a 30 day written notice of cancellation, 10 days for non-payment of premium, to the certificate holder. 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. City 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 City 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. City's Property Insurance City shall purchase and maintain during the term of the lease, all-risk property insurance covering all applicable city of Kent property. ACo® CERTIFICATE OF LIABILITY INSURANCE rDfATE(MM/DD/YYYY) 4r1 202017/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must 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 endomement(s). CONTACT PRODUCER Lockton Companies NAME: 444 W.47th Street,Suite 900 PHONE FAX No N t: Kansas City MO 64 1 1 2-1 906 EMAIL ADDRESS: (816)960-9000 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Continental Casualty compamny 20443 INSURED INSURER B:American Casual Company of Reading,PA 20427 14971 SPRINT SPECTRUM L.P. 6480 SPRINT PARKWAY INSURER C:Transportation Insurance Company Comppy 20494 OVERLAND PARK,KS 66251 INSURER D:Starr Indemnity&Liability Company 38318 SE60XC302 INSURER E: INSURER F: COVERAGES SPRC003 CERTIFICATE NUMBER: 16025018 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 LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MMJDD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y N GL5082521363 4/1/2019 4/1/2020 EACH OCCURRENCE $ 21000,000 DAGE TO RENTED CLAIMS-MADE FxI OCCUR PRREMISES Ea occurrence $ 250,000 X CONTRACTUAL LIAB. MED EXP(Any one person) $ XXXXXXX X *TENANTS LEGAL LIAB PERSONAL&ADV INJURY $ 2,000.000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 X POLICY PRO JECT LOC PRODUCTS-COMP/OP AGG $ 3,000,000 PRO- OTHER: MBINED $ A AUTOMOBILE LIABILITY N N BUA5082521329 4/1/2019 4/1/2020 Ea a.identSINGLE LIMIT $ 2,000,000 X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ XXXXXXX AUTOS ONLY AUTOS $ XXXXXXX HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per..ident Garagekeelmrs $ Included D X UMBRELLA LIAB X OCCUR N N 1000706013191 4/1/2019 4/1/2020 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ $ XXXXXXX 10 WORKERS COMPENSATION C AND EMPLOYERS'LIABILITY N WC5082521282 RETRO)) 4/1/2019 4/1/2020 X S TH- TATUTE ER _ B ANY PROPRIETOR/PARTNERlEXECUTIVE Y/N WC5082521296(DEDUCTIBLE) 4/1/2019 4/1/2020 E.L.EACH ACCIDENT $ 1 000 000 B OFFICER/MEMBER EXCLUDED? � N/A WC5082521279(CA) 4/1/2019 4/1/2020 - C (Mandatory in NH) GAP5082521315(STOP GAP) 4/1/2019 4/1/2020 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 _ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) *FIRE DAMAGE IS INCLUDED IN BROADER TENANT'S LEGAL LIABILITY FORM WITH LIMITS OF$1,000,000 PER OCCURRENCE. CITY CLER,CITY OF KENT IS ADDITIONAL INSURED WHERE REQUIRED BY CONTRACT AND SUBJECT TO POLICY TERMS AND CONDITIONS.RE: RETAIL SPACE. LEASED LOCATION:-Site ID:SE60XC302 11228 SE 236TH PL KENT WA CERTIFICATE HOLDER CANCELLATION See Attachments 16025018 CITY CLER,CITY OF KENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 220 FOURTH AVENUE SOUTH THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN KENT FOURTH AV ACCORDANCE WITH THE POLICY PROVISIONS. 032 AUTHORIZED REPRESENTATI r ©1988 015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) 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. Miscellaneous Attachment: M463964 Master ID: 14971, Certificate ID: 16025018 CNA PARAMOUNT Attachment Code: D461205 Certificate ID: 16025018 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE: Name of Additional Insured Person(s) or Organizations: Any person or organization whom you are required by a written contract to add as additional insured on this Coverage Part under endorsement CG 20 10. Location(s) of Covered Operations: Any location in the coverage territory that is subject to the written contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. I. If the written contract requires you to add the person or organization as an additional insured under endorsement CG 20 10 04 13, or requires you to use CG 20 10 without specifying an edition date, then the Following provisions apply: CG20100413 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 omiasions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional Insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 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 insureds) 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. C. 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. CNA69737XX(4-17) CONTINENTAL CASUALTY COMPANY POLICY NUMBER: GL5082521363 EFFECTIVE DATE: 4/1/2019 Attachment Code: D461205 Certificate ID: 16025018 CNA PARAMOUNT ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION II. If the written contract requires you to add the person or organization as an additional insured under endorsement CG 20 10 07 04, then the following provisions apply: CG 20 10 07 04 A. Section II —Who Is An Insured is amended to include as en 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 :)r 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. III. If the written contract requires you to add the person or organization as an additional insured under endorsement CG 20 10 10 31, then the following provisions apply: CG 20 10 10 01 A. Section II Who Is An insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. B. With respect to the Insurance afforded to these additional Insureds, the following exclusion is added: 2. Exclusions 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 site 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. IV. If the written contract requires you to add the person or organization as an additional insured under endorsement CG 20 10 11 55, then the following provisions apply: CG 20 10 11 85 VVHO IS AN INSURED (Section II) is amended to Include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of"your work" for that Insured by or for you. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the affective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently vvith said Policy. CNA89737XX(4-17) CONTINENTAL CASUALTY COMPANY POLICY NUMBER: GL5082521363 EFFECTIVE DATE: 4/1/2019 Q z » � m » e w w e # m » ro / � / co G m E ./ c 3 z 0 Q z e ƒ z ® — � e C- D LLJ C u > \ / \ \ / \ / / ® a \ C� o \ \ 2 % R \ LLJ > k u 2 I k o LA / / k 0 / / 'f % / e Ing 3 2 e o \ f d S % M \ / @ q \ \ � Ln CD c r R t / k \ ƒ \ k \ G v 2 i e m om ± / / E \ / � Oo � » et - 2 fu — u \ .- O e 3 = o � O & L \ m = c e u — 0 « > / / _ & ° � ¥ & v \ 2 0 0 'T 2 / j q . 7 2 & / \/ k \ k 2 \ 2 \ '? r E / 2 U c \ \ / \ m / ± / 4 \ n e \ ® 4 m x G [ " I : £ \ £ k = : > \ 7 f w J LL \ d 2 z k LL E CA \ Ln Z / \ \ / : .@ / / E ( \ /\(13 � � q) \ m2 %\ 2 \co 3 / k u k� Q ° E /0 �\a »` \ q o \� n 4 %t a o \ R § © QC� ± k2k � 4 co # 4 ) Q £ %a &k � y ƒ � /\d A2 / ® oƒf{ 2 m \ Q) \ 22 > m / Q) \ z, 2 )}e 4 \) ( u ! E) Q \\ 7 > 2lz 0 t ° � , N, n u 00 in « -Zm 4« { § _ > R E / E . R � / ) c o § mac rj § g � / � Q\' o \ O / \ r ® o � �a$ & 4 ® jig § \ / //f / \ e / ƒ 8 \ n \�± = a0 ca \\/ / 9 [ d } \ k § \ 2 ! G v u u 3 - o \ 2 o � oo o _ x c _� u � * LA i /�§ � 0 0 \ \ / / � % 2 >, ■ a{\ v < 0 $ u = z a 0 m & o k fo 2 2 [ , u e Q ' a e m « $ f &/ \- \ 2 U \ _§ q § / ' ; k § ƒ mk) k § 3 m ƒ \ n / 2 m± G -0 V) � ■ @ = m c � I / E � om § � � N � 0 « S / t )\G / : q % / @ f § k G* - @ § og ® £ © ° \ 0e § � EqE � Ie � ± w w ■ / � 0- E u LIL Sprint Corp. • 6391 Sprint Parkway Sprint Mailstop KSOPHT0101-Z2650 Overland Park, KS 66251-2650 Sprint Site ID: SE60XC302 21019 Property Services - Landlord Solutions All issues related to wireless sites (how to contact) • By Phone (Landlord Solution s Hot Line): 800.357.7641 • By Facsimile: 913.523.9735 • By Self Service Request: https:HLandlordSolutions.Sprint.Com ■ BY US Mail and Overnight Services (Official Notice Address) Sprint Property Services Site ID: SE60XC302 Mail Stop KSOPHTO 10 1-Z2650 6391 Sprint Parkway Overland Park. KS 66251-2650 ■ Copes Sprint Law Department Site ID: SE60XC302 Attn Sprint Real Estate Attorney Mailstop KSOPHTO 10 1-Z2020 6391 Sprint Parkway Overland Park KS 66251-2020 Sprint Corp. Sprint 6391 Sprint Parkway Mailstop KSOPHT0101-Z2650 Overland Park, KS 66251-2650 RE: Electronic Rental Payment(s) Dear Landlord: Receiving rent checks via the U.S. Postal Service subjects you to potential postal delays and theft or fraud. As an alternative-to receiving a paper check in the mail, Sprint Nextel offers a secure way for you to receive your payments fast, accurately and efficiently. We can send your payment electronically, depositing it directly into your bank account on the date that the payment is due. There are many benefits to you for taking advantage of this automated method of receiving payments from Sprint Nextel including: •Faster Payment.Eliminate the window of time from when the check leaves Sprint Nextel and finally arrives at your mailbox. •Avoid Theft and/or Fraud.Avoid having your money fall into the wrong hands. •Saves you Valuable Time.No more trips to the bank to deposit your payments,and no waiting for the check to clear.Your money will already be in your account and available for use without any hassle. •Environmentally Friendly("Going Green").Reduction of use of paper(i.e.: Checks and envelopes). Standard Electronic Funds Transfer(EFT)-Direct deposit to your checking account via EFT. This option is available at NO CHARGE,therefore,we are requesting that you take full advantage of EFT and sign up today. How to get started receiving EFT: To begin the set up process simply complete the enclosed Sprint Nextel Direct Deposit-Rent Setup/Change Form. Once completed you can email the form to Sprint at LLSDirectDepositna,Sprint.com. If you do not have an email account you can still enjoy receiving payments electronically by faxing the information listed above to(913-523-9123)or by mailing the information to: Sprint Property Services Site ID: SE60XC302 Mailstop: KSOPHT0101-2650 6391 Sprint Parkway Overland Park,KS 66251-2650 If you have any questions regarding this automated way of receiving payments or questions about how to sign up, please don't hesitate to call Landlord Solutions at 1-800-357-7641,or email us landlordsolutionsna,sprint.com or fax us at(913)523-9735. Being"green"requires each of us to think differently and it's more than using less paper;it is making"green"a part of our fundamental priorities and improving the customer experience. We look forward to providing you this beneficial service. Sincerely, Sprint Landlord Solutions Sprint SPRINT DIRECT DEPOSIT FORM - RENT If you are filling out this form on behalf of a or , that is responsible for collecting rent for more than 1 site, please fill out one form per "unique" bank account number. Lines 1 —4 and 9-12 must be populated on this form, and lines 5—8 should be sent via the Excel spreadsheet attached to this form with a reference "see attached"noted below on Line 5. All other landlords should fill out this form completely, 1, Bank Name: 2.Type of Account:Checking❑ Savings❑ 3 ABA Routing Number(9 digits): 4. Bank Account Number: S, Landlord Name(Lessor): 6 Site Numbers): 1. Sprint Vendor Number' 87 Tax lD/SSN Number(required fc- e;,tity accep ;ng tax liability): 9.Accounts Receivable Email Address (Note: Email address required to receive detailed deposit notifications i 10 Accounts Receivable Contact Phone: 11.Printed Name of Authorized Vendor Representative: 12,Signature of Authorized Vendor Representative*: *By signing above you agree to the following terms/conditions: • We understand that ALL payments will remit via ACH to the bank account listed above. • We will notify Sprint of any change to account information 10 days prior to change in order to avoid returned payments or delay in payments. 13, Date Signed by Authorized Vendor Representative: The following backup MUST be submitted with this form and MUST include:the name on the account,the account number, and the ABA routing number • Checking account-attach a voided check or a letter from the bank • Savings account-attach a pre-printed deposit slip and the 1st page of a recent bank statement(only if "name"on the account is not on the deposit slip) Send the completed form and required backup via email to , or by fax to 913 523-0400. - Ob'£ZIO£301ZN99 -ow omur H LO W0 N w H zz ID w O M N � X Z wm O � af z 0 Q m w x UQ o W A U Q U a w wa xz W 00 �X U N w ul �� Y ti Y o a_ =) W d '1 Q NO cm a- WW LU Z Z O J Y > N/�ja Z Z o Wc�r-a ou,W 2 �� bow, rn¢ N d LU O7 o�YN a� 0 0 W 7 ti z>LLpp �o Q W 3 w}- Z J CD Y O O UUN Y� O rnza F No H REQUEST FOR MAYOR'S SIGNATURE KENT 1——re Routing Information: (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DE ARTME ) A o iredor Originator: Cheryl Roldk-Wilcox Phone (Originator • X5587 Date Sent: 4/3/19 Date Required: 4/10/19 Return Signed Document to: Cheryl Rolcik-Wilcox Contract Termination Date: 6/30/23 VENDOR NAME: Date Finance Notified: S rint S eetrum, L.P. (Only required on contracts N/A p p 20 000 and over or on an Grant DATE OF COUNCIL APPROVAL: 4�2�19 Date Risk Manager Notified: N/A (Required on Non-City Standard Contracts/Agreements) Has this Document been Specificall Account Number: Authorized in the Budget? YES g NO Brief Explanation of Document: Lease agreement between Sprint Spectrum LP and the City for a cell site at the Blue Boy Tank site. Sprint's predecessor-in-interest entered into a lease with the City at this site in 1998, which expired in June of 2018. This lease will retroactively commence on July 1, 2018, and will end on June 30, 2023. Sprint will have an optio 0 Nit1wo additional five-year periods if they are compliant with all lease terms. kF.,Cr E Dch will increase over time in accordance with the terms of the lease. All Contracts Must BKENTAA9" w [DGE IV E D (This area to be completed by the Law Department) Received Approval of Law Dept.: A& City U� Kent Dept. Comments: Date Forwarded to Mayor: ice of the Way-or Shaded Areas To Be Completed By Administration Staff Received: Recommendations and Comments: Disposition:.C���/�� Date Returned: :1 ivill orms\ cument Proce og\Request for Mayors ignalure.do