Loading...
HomeMy WebLinkAboutCAG2021-166 - Original - King County - Kent Repeater Communications Site Sublease and Access Agreement - 04/16/2021Agreement Routing Form KENT For Approvals, Signatures and Records Management wa s H I N Gr o n Thlrforr aomblner& replacerthe Requestfor Mayot's Signatureand ContlactCover Sheetforms. (Print on pink or cherry colored paper) o oLcc Originator:Cheryl Rolcik-Wilcox Department:Public Works Date Sent:3/Le/21 Date Required:3/26/2r Authorized toSign: Director or Designee Mayor Date of Council Approval: 4/20L6 Budget Account Number: Grant? Type: Yes No N/A tr .9IHo ELo5 E IHco EooLgl Vendor Name:King County Category:Lease Vendor Number: Sub-Category Other Project Name:PSERN Sublease at 3.5 Million Gallon Tank Project Details:sublease(authorized by prime lease) of PSERN space leased from the city Agreement Amount: $0.00 Basis for Selection of Controctor: Start Date:Date last signed bY both Pa Termination Date:5 years Notice required prior to disclosure? Yes No Contract Number: Comments: / L-_L . '! Dote Received by CitY AttorneY: March 19,2021 Date Routed to the Mayor's Office: Date Routed to the City Clerk's Office: otr TfoE t^oL IHoEo UI =o o&Date Sent to Originator: Visit Documents.KentWA.gov to obtain copies of all agreements adccw22373-6-"19 a King County Facilities Management Division MEMORANDUM Date: April 18, 2021 To: Cheryl Rolcik-Wilcox, Property & Acquisition Analyst, Public Works, City of Kent From: Gail Houser, Special Project Manager/PSERN, FMD, King County Subject: Communications Site Sublease and Access Agreement ("Suble s ") — Kent Repeater EXECUTED: Kent Repeater City of Kent Sublease For your records, enclosed is a fully -executed sublease between King County and the City of Kent for the Kent Repeater Communications Site. Adrian Englet, King County's PSERN Site Development Supervisor will be the City of Kent's point of contact for scheduling and starting the City's installation work provided under the sublease. Adrian's contact information is: Adrian Englet Work Phone: (206) 477-1041 Mobile Phone: (425) 922-5212 Email: adrian.englet@kingcounty.gov Cheryl, thanks for both you and your team's work on the sublease. If you have any questions, you can contact me while we work from home on my mobile @ (206) 300-9686. enclosures: Kent Repeater City of Kent Sublease (1 Fully -Executed Sublease) cc: Adrian Englet, King County/PSERN Site Development Supervisor King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater COMMUNICATIONS SITE SUBLEASE AND ACCESS AGREEMENT BETWEEN KING COUNTY AND CITY OF KENT THIS COMMUNICATIONS SITE SUBLEASE AND ACCESS AGREEMENT ("Sublease") is made by and between KING COUNTY, a political subdivision of the State of Washington, having offices for the transaction of business at 500 Fourth Avenue, Suite 830, Seattle, Washington 98104, hereinafter referred to as "Sublessor," and the CITY OF KENT, a Washington municipal corporation, having offices for the transaction of business at 220 Fourth Avenue South, Kent, Washington 98032, hereinafter referred to as "Sublessee." Sublessor and Sublessee may jointly be referred to herein as the "Parties" or individually, a "Party." The "Effective Date" of this Sublease shall be the last date signed by an authorized Party representative. WHEREAS, Sublessor is the owner of certain emergency communication facilities on, and has lawful control over a portion of the real property located at 12523 SE 286' Place, Auburn, Washington, which real property is legally described on the attached Exhibit A ("Property"); and WHEREAS, Sublessee desires to sublease from Sublessor a portion of Sublessor's Site (defined in Section 1(a)) to install, operate and maintain a communication facility and associated equipment, as well as obtain the right from Sublessor to access the Site and install utilities in conjunction therewith; and WHEREAS, the Site is used by Sublessor for emergency radio communications and Sublessee's use of the Site is not anticipated to interfere with that use. NOW THEREFORE, for and in consideration of the mutual promises set forth hereinafter and as provided for in the above -referenced recitals, which are made a part of this Sublease, the Parties do hereby agree: 1. PREMISES. (a) Pursuant to that certain Lease Agreement fully executed on July 27, 2017, as may have been amended (collectively, the "Prime Lease"), a copy of which is attached hereto as Exhibit E, Sublessor leases a portion of the Property from the City of Kent, the owner of the Property ("Owner"), for the installation and operation of Sublessor's communication facilities, including but not limited to an equipment shelter ("Shelter"). Sublessor's leased area, which is described and/or depicted in Esliibit A, together with its Shelter, are collectively referred to herein as the "Site." (b) Sublessor hereby subleases to Sublessee space for three (3) equipment racks within the Shelter, as more specifically described and/or depicted on the attached Exhibit B ("Premises"). The Premises shall be used by Sublessee exclusively for placement of its Equipment (defined in Section 4). In addition, Sublessor hereby grants Sublessee the non-exclusive right to use Sublessor's electricity service, including but not limited to backup power from Sublessor's existing generator. (c) THE PARTIES ACKNOWLEDGE AND AGREE THAT FOR ALL PURPOSES AND IN ALL RESPECTS, THIS SUBLEASE IS SUBJECT AND SUBORDINATE TO THE TERMS, COVENANTS AND CONDITIONS OF THE PRIME LEASE AND THAT IN THE EVENT OF A CONFLICT BETWEEN THE PRIME LEASE AND THIS SUBLEASE, THE PRIME LEASE SHALL CONTROL. THE PARTIES AGREE TO STRICTLY COMPLY WITH ALL TERMS, COVENANTS AND CONDITIONS OF THE PRIME LEASE THAT ARE APPLICABLE TO THEIR USE AND OCCUPANCY OF THE PREMISES AND THE SITE. NOTWITHSTANDING ANYTHING TO THE FINAL King County Sublease (02/24/2021) King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater CONTRARY CONTAINED IN THIS SUBLEASE, THE TERM (DEFINED IN SECTION 2) OF THIS SUBLEASE SHALL AUTOMATICALLY TERMINATE UPON THE EXPIRATION OR EARLIER TERMINATION OF THE PRIME LEASE. 2. TERM. (a) The "Initial Term" of this Sublease shall be five (5) years, commencing on the Effective Date ("Term Commencement Date") , and terminating on the fifth anniversary of the Term Commencement Date, unless terminated sooner as provided herein. (b) If, within the Initial Term, Sublessor assigns this Sublease to the PSERN Operator (defined herein below), then the term of this Sublease may be extended for an additional four (4) periods of five (5) years each (each an "Extension Term"), subject to the following terms and conditions: (i) That at the beginning of the Extension Term, Sublessee shall not be in default in the observance or performance of any of the material terms, covenants or conditions of this Sublease with respect to a matter as to which written notice of default has been given and which has not been remedied within the applicable cure period set forth in this Sublease. (ii) That such Extension Term(s) shall be upon the same terms, covenants and conditions as in this Sublease, except for any mutually agreed changes. (iii) Each Extension Term shall be exercised automatically as long as either Party does not deliver to the other Party a written notice of tern ination at least ninety (90) days prior to the end of the Initial Term or then -current Extension Term. (c) As used in this Sublease, all references to the "Term" of this Sublease shall include the Initial Term, all exercised Extension Terms, and all holdover terms, as provided for in Section 280) herein below. As used herein above, the "PSERN Operator" is any entity that will own, operate, or manage the Puget Sound Emergency Radio Network, emergency communications facilities for which are or will be installed and operating on the Property, including but not limited to the Shelter. 3. CONSIDERATION. (a) The Parties hereby acknowledge and agree that Sublessor's consideration for entering into this Sublease are the rights granted to Sublessor by Sublessee, as the Owner, under the Prime Lease. For so long as Sublessor is the tenant under the Prime Lease and the Prime Lease remains in full force and effect, Sublessee shall not pay Sublessor any rent hereunder, subject to the terms in Section 11 herein below. (b) Notwithstanding anything in this Sublease to the contrary, if, under any provision of the Prime Lease, any additional rent shall be payable by Sublessor to Owner because of this Sublease, or extra services are ordered by or activities are undertaken by or on behalf of Sublessee with respect to its use of the Premises or on account of Sublessee's default hereunder, then Sublessee shall pay to Sublessor such additional costs on demand by Sublessor. (c) Rent, if any, and any other payments due to Sublessor under this Sublease shall (i) be delivered to Sublessor at the remittance address set forth below; (ii) be due and payable in advance, without notice or demand, and without offset or deduction; (iii) be made payable to the KING COUNTY OFFICE OF FINANCE; and (iv) include Sublessor's Site Name and Sublease Number thereon. FINAL King County Sublease (02/24/2021) King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater Remittance Address: King County Facilities Management Division Real Estate Services Section - Finance King County Site Name: Kent Repeater King County Sublease #: PSERN-5a 500 Fourth Avenue, Suite 830 Seattle, WA 98104 (d) Sublessee warrants that it is a tax-exempt government agency per RCW 82.29A, and is not required to pay Leasehold Excise Tax ("LET") at the time of executing this Sublease. Should Sublessee's central assessment status change, Sublessee agrees to immediately notify Sublessor and begin paying applicable LET to Sublessor or Washington State Department of Revenue ("DOR"), as determined by DOR. It is the responsibility of Sublessee to ascertain whether payment of LET is required to Sublessor or DOR. If Sublessee is centrally assessed by DOR, Sublessee must provide Sublessor documentation of Sublessee's central assessment status in advance of the Effective Date and within thirty (30) days of a change in status. As of the Effective Date, the LET rate is 12.84% of the then -current Rent. (e) If any sums payable to Sublessor under this Sublease are not received within ten (10) business days following the due date, Sublessee shall pay Sublessor, in addition to the amount due, a one- time late fee equal to five percent (5%) of the delinquent amount. In addition, all delinquent sums payable by Sublessee to Sublessor and not received by Sublessor within ten (10) business days of Sublessee's receipt of written notice that the sum is past due shall bear interest from the date due until paid in full at the rate of twelve percent (12%) per annum, or the highest rate of interest allowable by law, whichever is less. Also, there shall be a charge for any check returned uncollectible in accordance with WAC 468-20- 900. Sublessor and Sublessee agree that such charges represent a fair and reasonable estimate of the costs incurred by Sublessor by reason of delinquent payments and uncollectible checks. Sublessor's acceptance of less than the full amount of any payment due from Sublessee shall not be deemed an accord and satisfaction, waiver, or compromise of such payment, unless specifically agreed to in writing by Sublessor. 4. USE. (a) The Premises shall only be used for the purpose of installation, operation, maintenance, repair, replacement and removal of Sublessee's communication equipment and associated improvements (collectively, the "Equipment"), operating on federally licensed frequencies, all as specifically listed and described on the attached Exhibit C ("Permitted Use"). Sublessee has the right to obtain, at its sole cost and expense, a title report or commitment for a leasehold title policy from a title insurance company of its choice and to have the Site surveyed by a surveyor of its choice. Sublessee may also perform and obtain, at Sublessee's sole cost and expense, soil borings, percolation tests, engineering procedures, environmental investigations or other tests or reports on, over, and under the Site, necessary to determine if Sublessee's use of the Premises will be compatible with Sublessee's engineering specifications, system, design, operations or Government Approvals (defined in Section 4.b); provided that Sublessee shall not perform any invasive testing that may require mandatory reporting to a government agency without obtaining Sublessor's prior written consent, which consent may be withheld in Sublessor's sole discretion. (b) Prior to performing any installation work within the Premises, Sublessee shall secure all necessary federal, state and local licenses, permits, and approvals for the Permitted Use (collectively, the "Government Approvals") at its sole cost and expense. Sublessor agrees to reasonably assist Sublessee with applications for the Government Approvals and with obtaining and maintaining the Government Approvals. FINAL King County Sublease (02/24/2021) King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater 5. ACCESS. (a) As part of the consideration for this Sublease, Sublessor hereby grants Sublessee non- exclusive access seven (7) days a week, twenty-four (24) hours a day, on, over, and across the Site only for ingress and egress adequate to install, operate, maintain, service, repair, replace and remove the Equipment within the Premises. Access to any other part of the Site or for any other reason requires prior notice to Sublessor in accordance with Section 9 of the Prime Lease. (b) Sublessor shall not access the Premises or allow any third party to access the Premises (except as provided in Sections 7 or 17(a) herein) without Sublessee's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Sublessor shall not allow the placement, construction or installation of any equipment or materials in the Premises by a third party without Sublessee's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. 6. UTILITIES. Sublessor hereby grants Sublessee the right to reasonably use the existing electricity services, including use of the back-up power generator, at the Site. The rights to use Sublessor's services granted in this Section are granted at no cost to Sublessee pursuant to the terms of the Prime Lease. Upon obtaining a written notice to proceed from Sublessor, Sublessee shall have the right, at Sublessee's sole expense, to attach its Equipment to Sublessor's electrical equipment at specific demarcation points agreed upon in writing between the Parties. Sublessor agrees to give Sublessee at least twenty-four (24) hours advance telephonic notice at 253-856-5600 of any planned interruptions of said services. Sublessor shall not be responsible for interference with, interruption of or failure, beyond the reasonable control of Sublessor, of such electricity services to be furnished or supplied by Sublessor. 7. MAINTENANCE, REPAIR AND ABATEMENT. Sublessee shall maintain the Premises and the Equipment in good repair and tenantable condition during the Term. Except as expressly set forth in this Sublease, Sublessor shall not maintain, repair or otherwise touch or interfere with Sublessee's Equipment without Sublessee's prior consent; provided that, in the event of an emergency posing an imminent threat of bodily injury or property damage, Sublessor may take action necessary to abate the threat and shall give Sublessee notice of such actions taken as soon as reasonably possible thereafter. Sublessor shall maintain the Site (excluding the Premises), in good repair and tenantable condition during the Term of this Sublease. 8. ASSIGNMENT/SUBLEASE. (a) Sublessee may not assign, sublease or transfer, in whole or in part, its interest in this Sublease without Sublessor's prior written consent, which consent may be withheld in Sublessor's sole discretion. (b) Should Sublessor sell, lease, transfer or otherwise convey all or any part of the Site to any transferee other than Sublessee, such transfer shall be subject to this Sublease. (c) In the event of an assignment, the assignee shall assume all liability of the assignor and the assignor will be relieved of all future performance, liabilities and obligations under this Sublease to the extent of such assignment. 9. DISASTER. In the event the Premises is destroyed or damaged by fire, earthquake or other casualty so as to render the Premises unfit for use as provided for herein, either Party may terminate this Sublease. If the Parties agree it is feasible to relocate the Equipment to a mutually acceptable alternate location on the Site, subject to the terms of the Prime Lease, Sublessee shall have the right to relocate all or any part of the Equipment and/or Premises, at Sublessee's sole expense. Sublessor will use reasonable efforts to provide an interim location within the Site for Sublessee to locate temporary equipment as necessary to continue service FINAL King County Sublease (02/24/2021) 4 King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater during repair or relocation of the Premises and/or Equipment. A survey will be prepared for the relocated Premises , at Sublessee's expense, and the survey will replace Exhibit B attached hereto. Notwithstanding anything in this Sublease to the contrary, in the event of a fire, earthquake or other casualty, Sublessor shall have no obligation to repair, restore or rebuild any part of the Site or any of its improvements located thereon. 10. HAZARDOUS SUBSTANCES. (a) Sublessor represents and warrants to Sublessee that Sublessor is not aware of (and has no duty to investigate) any Hazardous Substances (defined in Section 10(d) below) located on the Site in soil, groundwater or other environmental media in violation of applicable laws. Sublessee and Sublessor agree that they will not place, dispose of or store any Hazardous Substance on the Premises or the Site in violation of applicable laws. (b) Sublessee shall indemnify, defend and hold harmless Sublessor with respect to any and all claims, demands, suits, causes of action, judgments, damages, costs, attorney fees, government orders, penalties or other requirements (hereafter "Claim(s)") arising from the presence or release of any Hazardous Substances on the Site caused by Sublessee, its employees or agents, except to the extent that a Claim is caused by the Sublessor, its employees or agents, another tenant, its employees or agents, or a third party. (c) Sublessor shall indemnify, defend and hold harmless Sublessee with respect to any and all Claims arising from the presence or release of any Hazardous Substances on the Site caused by Sublessor, its employees or agents, except to the extent that a Claim is caused by Sublessee, its employees or agents. (d) For purposes of this Sublease, "Hazardous Substances" shall mean any substance subject to regulation under the Washington Hazardous Waste Management Act (Ch. 70.105 RCW) and implementing regulations, any "hazardous substance" under the Washington Model Toxics Control Act (Ch. 70.105D RCW) and implementing regulations, and any "hazardous substance" or "hazardous waste" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 USC § § 9602 et seq.) and implementing regulations, as these laws are amended from time to time; underground storage tanks, whether empty, filled or partially filled with any substance; asbestos; urea formaldehyde foam insulation; PCBs; and any other substance, waste, material or chemical deemed or defined as hazardous, toxic, a pollutant, contaminant, dangerous or potentially dangerous, noxious, flammable, explosive or radioactive, the removal of which is required or the manufacture, preparation, production, generation, use, maintenance, treatment, storage, transfer, handling or shipment of which is restricted, prohibited, regulated or penalized by any federal, state, county, municipal or other local governmental statute, regulation, ordinance or resolution as these laws are amended from time to time. 11. ALTERATIONS. (a) In the event Sublessee desires to modify the Equipment in a manner that requires additional space on the Site, Sublessee shall submit a written request to Sublessor, including any information that Sublessor may reasonably request, including but not limited to a written description of the modifications requested, site plans depicting the modifications to the Equipment, the size and location of the proposed additional space and any additional access, electricity, and or other utility services being requested (collectively, the "Modifications"). Provided the Sublessor determines, in its reasonable discretion, that sufficient space is available and the Sublessee's Modifications will not diminish or hinder Sublessor's current or future use, Sublessor agrees to grant Sublessee the right to make such Modifications, which approval shall be in the form of an amendment to this Sublease, upon mutually acceptable terms and conditions, which may include an increase in Rent and/or reimbursement of FINAL King County Sublease (02/24/2021) King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater Sublessor's administrative costs and expenses incurred to accommodate Sublessee's requested Modifications. (b) Sublessee may make alterations, additions and improvements in and to the Equipment at any time during the Term of the Sublease, so long as they comply with all applicable laws, and so long as they do not interfere with the emergency radio communications operating from the Site and Sublessor's and its other tenants' current use of the Site. Notwithstanding the foregoing, Sublessee shall not make any alterations, additions or improvements to the Premises or the Equipment that change the size or appearance thereof, that result in Modifications, that require any trenching or core cutting on any part of the Site or that change the Permitted Use without Sublessor's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. 12. NOTICES AND MANAGEMENT. Wherever in this Sublease written notices are to be given or made, they will be sent by certified mail, return receipt requested, or reliable overnight courier to the addresses listed below, unless different addresses shall be designated in writing and delivered to the other Party. Sublessor: King County Facilities Management Division Real Estate Services Attn: Leasing Supervisor RE: Kent Repeater City of Kent Sublease / PSERN-5a 500 Fourth Avenue, Suite 830 Seattle, WA 98104 With a copy to: King County Facilities Management Division Attn: Gail Houser RE: Kent Repeater City of Kent Sublease / PSERN-5a 500 Fourth Avenue, Suite 800 Seattle, WA 98104 Sublessee: 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 Each Party shall appoint a manager to have responsibility for activities carried out under this Sublease and to resolve any disputes that may arise between the Parties under Section 21. Each Party shall notify the other in writing of its appointed manager and their contact information concurrently with full execution of this Sublease, and shall give the other written notice immediately of any change in the appointed manager and their contact information during the Term. 13. WASTE AND NUISANCE PROHIBITED. During the Term of this Sublease, Sublessee shall comply with all applicable laws affecting the Premises, the breach of which might result in any penalty on Sublessor or forfeiture of Sublessor's real property interests and/or rights to the Site. Sublessee shall not commit or suffer to be committed any waste on the Premises or any nuisance. FINAL King County Sublease (02/24/2021) King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater 14. MECHANIC'S LIENS. Sublessee will not subject the Site nor Sublessor's interest therein to any mechanic's lien or any other lien whatsoever. If any mechanic's lien or other lien, charge or order for payment of money is filed as a result of the acts or omissions of Sublessee in connection with this Sublease, Sublessee will cause such lien, charge or order to be discharged or appropriately bonded or otherwise reasonably secured ("Secured") within thirty (30) days after notice thereof. If Sublessee fails to cause the lien or encumbrance to be Secured within the thirty (30) day period, then Sublessor will be entitled to do so at Sublessee's expense. 15. SIGNS. Sublessee may only erect or install such signs or symbols within the Site that are required by applicable laws without obtaining Sublessor's prior written approval. Any signs or symbols placed within the Site by Sublessee shall be removed by Sublessee at the expiration or earlier termination of this Sublease, and Sublessee shall repair any related damage or injury to the Site caused by such removal. If not so removed by Sublessee, Sublessor may have the same removed and repairs performed at Sublessee's expense. 16. CONDEMNATION. If the Premises, or any part thereof the loss of which impairs the utility of the Premises to a significant extent, are appropriated or taken for any public use by virtue of eminent domain or condemnation proceeding, or by conveyance in lieu thereof, or if by reason of law or by court decree, whether by consent or otherwise, or if the use of the Premises by Sublessee for any of the specific purposes herein before referred to shall be prohibited, then either Party shall have the right to terminate this Sublease upon written notice to the other. In the event of a partial taking, if neither Party elects to terminate this Sublease, Sublessee's possession of that part of the Premises not so taken shall continue under the same terms and conditions hereof. If the Parties agree it is feasible to relocate the Equipment to a mutually acceptable alternate location on the Site, subject to the terms of the Prime Lease, Sublessee shall have the right to relocate all or any part of the Equipment and/or Premises, at Sublessee's sole expense. 17. DEFAULT. (a) If Sublessee should fail to remedy any default (i) in the payment of any sum due under this Sublease within fifteen (15) days after receipt of written notice, or (ii) in the keeping of any other term, covenant or condition herein with all reasonable dispatch, within a reasonable period of time no sooner than thirty (30) days after receipt of written notice within which time frame said default has not been cured, then in any of such event(s), Sublessor shall have the right, at its option, in addition to, and not exclusive of, any other remedy Sublessor may have by operation of law, to remedy Sublessee's failure to perform or terminate this Sublease upon written notice to Sublessee. In such event(s) Sublessee shall be responsible for any direct costs incurred by Sublessor in remedying Sublessee's default. (b) If Sublessor should fail to remedy any default in the keeping of any term, covenant or condition herein with all reasonable dispatch, within a reasonable period of time no sooner than thirty (30) days after receipt of written notice within which time frame said default has not been cured, then in any of such event(s), Sublessee shall have the right, at its option, in addition to and not exclusive of any other remedy Sublessee may have by operation of law, to remedy Sublessor's failure to perform or terminate this Sublease upon written notice to Sublessor. In such event(s) Sublessor shall be responsible for any direct costs incurred by Sublessee in remedying Sublessor's default. 18. TERMINATION. In addition to the termination rights set forth elsewhere in this Sublease, the Parties may terminate this Sublease as follows: (a) Sublessee may terminate this Sublease for any reason whatsoever upon thirty (30) days prior written notice to Sublessor. (b) Sublessor may terminate this Sublease without penalty or further liability (i) upon thirty (30) days written notice if the Premises has been abandoned, in Sublessor's sole judgment, for a FINAL King County Sublease (02/24/2021) King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater continuous period of ninety (90) calendar days, (ii) immediately upon written notice, if Sublessor is required by court order, by legislative action or by a governmental agency having jurisdiction, to take some action that would effectively prohibit Sublessee's use of the Premises, or (iii) immediately upon written notice, if Sublessee causes interference (as defined in Section 26(d)) to Sublessor's use of the Site or the emergency radio communications operating thereon, and fails to cure it as provided in Section 26. 19. LITIGATION COSTS/VENUE. If any legal action is instituted to enforce or construe this Sublease, or any part thereof, the prevailing Party shall be entitled to recover reasonable attorney fees and expenses. Venue for any legal action brought hereunder shall be in the County in which the Property is located. 20. REMOVAL OF PERSONAL PROPERTY BY SUBLESSEE. (a) All portions of the Equipment brought onto the Site by Sublessee will be and remain Sublessee's personal property during the Term of this Sublease. Sublessor hereby waives any and all lien rights it may have, statutory or otherwise, concerning the Equipment or any portion thereof. During the Term of this Sublease, Sublessee shall have the right to remove some or all of its Equipment, whether or not attached to the Premises, provided that such may be removed without serious damage to the Site. All damage caused by removal of Sublessee's Equipment shall be promptly restored or repaired by Sublessee. (b) Upon the expiration or earlier termination of this Sublease, Sublessee shall remove all of the Equipment from the Site, provided that such may be removed without serious damage to the Site. All damage caused by removal of Sublessee's Equipment shall be promptly restored or repaired by Sublessee. All of the Equipment not so removed within thirty (30) days after the expiration or earlier termination of this Sublease shall, at Sublessor's sole discretion, either be (i) removed and stored by Sublessor at Sublessee's sole cost and expense, without Sublessor incurring any liability therefore, or (ii) deemed abandoned by Sublessor and become Sublessor's personal property, without the need for any additional documentation. (c) Upon the expiration or earlier termination of this Sublease, Sublessee shall restore the Premises to the condition that existed prior to Sublessee's occupancy, reasonable wear and tear excepted, including removal of Sublessee's Equipment and any other personal property and equipment. This work shall be done at Sublessee's sole expense and to the reasonable satisfaction of Sublessor. 21. DISPUTE RESOLUTION. (a) In the event of a dispute between Sublessor and Sublessee arising by reason of this Sublease, the dispute shall first be referred to managers designated by Sublessor and Sublessee to have oversight over the administration of this Sublease. The officers or managers shall meet within a reasonable time, not later than ten (10) calendar days after either Party's request for a meeting, whichever request is first, and the Parties shall make a good faith effort to achieve a resolution of the dispute. (b) If the Parties are unable to resolve the dispute under the procedure set forth in this Section, the Parties may agree to refer the matter to mediation. The Parties shall mutually agree upon a mediator to assist them in resolving their differences. Any expenses incidental to mediation shall be borne equally by the Parties. (c) If the Parties fail to achieve a resolution of the dispute through meeting or mediation within a reasonable period of time, or within the cure periods provided for in Section 17 if pursuant to a default, either Party may seek any and all remedies available at law and/or pursuant to this Agreement against the other Party for such dispute and/or default. FINAL King County Sublease (02/24/2021) 8 King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater 22. INSURANCE. (a) At all times during the Term of this Sublease, Sublessee shall maintain commercial general liability ("CGL") insurance in the amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) general aggregate, based on ISO Form CG 00 01 or equivalent, and will include Sublessor as an additional insured with respect to Claims arising out of or related to this Sublease. In lieu of the aforementioned CGL insurance, Sublessee may maintain, at its own expense and in accordance with applicable law, a fully funded self-insurance program for all of its liability exposures for this Sublease, including but not limited to injuries to persons and damage to property. Sublessee agrees to provide Sublessor with at least thirty (30) days prior written notice of any material change in Sublessee's insurance or insurance program. Sublessee shall provide Sublessor with a certificate of insurance and additional insured endorsements, or, if self -insured, a letter of self-insurance as adequate proof of coverage on or prior to the Term Commencement Date and at any time during the Term of this Sublease upon receipt of Sublessor's written request. (b) Both Parties shall carry "All Risk" property insurance in an amount equal to the full replacement value of its improvements and personal property on the Property or shall self -insure its improvements and personal property on the Property. (c) Notwithstanding any language to the contrary contained in this Sublease, Sublessor and Sublessee agree that they shall not make a Claim against or seek recovery from the other for any loss or damage to their property, or the property of others, resulting from fire or other hazards covered by fire insurance or required to be covered under this Sublease and each hereby releases the other from any such Claim or liability regardless of the cause of such loss. 23. TAXES. Sublessor shall pay all real and personal property taxes, assessments, or levies assessed against those portions of the Site for which Sublessor has a contractual obligation to pay pursuant to Section 32 of the Prime Lease, excluding the Equipment owned by Sublessee. Sublessee shall pay all taxes, assessments or levies that shall be assessed on, or with respect to, the Equipment and Sublessee's improvements to the Premises. 24. WARRANTIES. (a) Sublessor and Sublessee each represent, warrant and agree that, (i) it is duly organized, validly existing and in good standing and has the right, power and authority to enter into this Sublease and bind itself hereto; and (ii) the officers and individuals executing below have been duly authorized to act for and on behalf of the Party for purposes of executing this Sublease. (b) Sublessor represents, warrants and agrees that: (i) Sublessor solely owns the Shelter, and controls all or a portion of the Property by lease, license or other written agreement, and has the full right, power and authority to grant this Sublease to Sublessee; (ii) the Site is not and will not be encumbered by any liens, restrictions, mortgages, covenants, conditions, easements, leases or any other agreements of record or not of record, which would adversely affect Sublessee's rights granted in this Sublease; (iii) as long as Sublessee is not in default beyond any applicable cure period, Sublessor grants to Sublessee sole, actual, quiet and peaceful use, enjoyment and possession of the Premises; and (iv) Sublessor's execution and performance of this Sublease will not violate any laws, covenants or the provisions of any mortgage, lease or other agreement binding on Sublessor. (c) Sublessee acknowledges that Sublessor's primary use of the Site is operation of emergency radio communications. Notwithstanding anything to the contrary contained in this Sublease, Sublessee hereby represents and warrants to Sublessor that Sublessee's use of the Premises will at no time interfere with Sublessor's primary use of the Site for operation of emergency radio communications. FINAL King County Sublease (02/24/2021) King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater 25. INDEMNITY AND HOLD HARMLESS. (a) Sublessee agrees to indemnify and hold Sublessor harmless as provided herein to the maximum extent possible under law. Accordingly, Sublessee agrees for itself, its successors and assigns, to defend, indemnify and hold harmless Sublessor, its appointed and elected officials, and employees, agents and contractors, from and against liability for all Claims, including costs of defense thereof for injury to persons, death or property damage that is caused by or arises out of Sublessee's acts or omissions in the exercise of rights and privileges granted by this Sublease, except to the extent of the negligence or willful misconduct of Sublessor, and its employees, agents and contractors. (b) Sublessor agrees to indemnify and hold Sublessee harmless as provided herein to the maximum extent possible under law. Accordingly, the Sublessor agrees for itself, its successors and assigns, to defend, indemnify and hold harmless Sublessee, its appointed and elected officials, and employees, agents and contractors, from and against liability for all Claims, including costs of defense thereof for injury to persons, death or property damage that is caused by or arises out of Sublessor's negligent acts or omissions, or willful misconduct with regard to the Site, except to the extent of the negligence or willful misconduct of Sublessee, and its employees, agents and contractors. (c) Where such Claims result from the concurrent negligence of the Parties, the provisions provided in this Section 25 shall be valid and enforceable only to the extent of each Party's negligence. (d) Each of the Parties agrees that its obligations under this Section 25 extend to any Claim brought by, or on behalf of, any of its employees, agents or contractors. For this purpose, each of the Parties, by mutual negotiation, hereby waives, with respect to the other Party only, any immunity that would otherwise be available against such Claims under the industrial insurance provisions of Title 51 RCW. (e) The provisions of this Section 25 do not apply to Claims that are subject to Section 10. 26. INTERFERENCE. (a) Where there are existing radio frequency user(s) on the Site, Sublessor will endeavor to provide Sublessee with a list of all such existing radio frequency user(s) and the frequencies used by each to allow Sublessee to evaluate and avoid the potential for interference. Sublessee warrants that its use of the Premises will not interfere with existing radio frequency user(s) at the time Sublessee begins its use of the Premises, as long as the existing radio frequency user(s) operate and continue to operate within their respective frequencies and in accordance with all applicable laws, licenses and manufacturers' specifications. (b) Sublessor will not grant a lease, license or any other right to any third party for the use of the Site if Sublessor has actual knowledge that such use will adversely affect or interfere with Sublessee's Equipment, Permitted Use or rights under this Sublease. Sublessor shall endeavor to include in all future leases, subleases, licenses and agreements for use of the Site terms substantially similar to the non- interference terms set out in this Section 26. (c) Sublessee shall, and Sublessor agrees to require all subsequent users of radio frequencies on the Site, including any subsequent new use of radio frequencies on the Site by Sublessor, to: (i) comply with the King County Radio Communications Services Site and Facility Standards set forth on Exhibit D, (ii) comply with the rules, regulations, and licenses of the Federal Communications Commission ("FCC"), (iii) cease operating any equipment that causes interference with pre-existing uses twenty-four (24) hours after receipt of notice of interference, except for intermittent testing to determine FINAL King County Sublease (02/24/2021) 10 King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater the cause of such interference, until the interference has been corrected, (iv) perform radio frequency intermodulation studies prior to the installation of additional equipment and any change in radio frequencies to confirm that the proposed installation and/or change will not create interference with existing uses, (v) reasonably cooperate with other users in order to troubleshoot the cause of any radio frequency interference that may arise. Notwithstanding the foregoing, the last user to add equipment on or change radio frequencies at the Site that causes radio frequency interference shall have primary responsibility to investigate the cause of the interference and to incur the expense to cure the interference. If the interference cannot be cured using commercially reasonable efforts, such user shall remove from the Site the equipment that causes the interference. (d) For the purposes of this Sublease, "interference" includes harmful interference as defined by the FCC, and any use on the Site or Property that causes physical obstruction with the use of the Site by either Party and by any third -party that has a legal right to use all or any part of the Site. 27. NON-DISCRIMINATION. Sublessee and Sublessor, for themselves, their successors, and assigns as a part of the consideration hereof, do hereby covenant and agree to comply with all civil rights and anti- discrimination requirements of federal, state and local laws applicable to the Property, including, without limitation, Chapter 49.60 RCW. Sublessee and Sublessor shall not discriminate on the basis of race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age except by minimum age and retirement provisions, unless based upon a bona fide occupational qualification, in the employment or application for employment or in the administration or delivery of services or any other benefits under King County Code Chapter 12.16. Sublessee and Sublessor shall comply fully with all applicable federal, state and local laws, ordinances, executive orders and regulations that prohibit such discrimination. These laws include, but are not limited to, Chapter 49.60 RCW, and Titles VI and VII of the Civil Rights Act of 1964. Any violation of this provision shall be considered a default of this Sublease and shall be grounds for cancellation, termination, or suspension, in whole or in part, of this Sublease and may result in ineligibility for further agreements between the Parties. 28. MISCELLANEOUS. (a) NON -WAIVER: No waiver by either Party of any of the terms of this Sublease shall be construed as a waiver of the same term or other rights of that Party in the future. (b) ENTIRE AGREEMENT: This Sublease contains terms and conditions agreed upon by the Parties. The Parties agree that there are no other understandings, oral or otherwise, regarding the subject matter of this Sublease. No modification or amendment to this Sublease shall be valid until put in writing and signed by both Parties with the same formalities as this Sublease. (c) HEADINGS: The section headings appearing in this Sublease have been inserted solely for the purpose of convenience and ready reference. In no way do they purport to, and shall not be deemed to define, limit or extend the scope or intent of the sections to which they pertain. (d) COUNTERPARTS: This Sublease may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same. (e) SEVERAHILITY•_INVALIDITY OF PROVISIONS: If any parts, terms or provisions of this Sublease are held by the courts to be illegal, invalid or unenforceable, the validity of the remaining portions or provisions shall not be affected and the rights and obligations of the Parties shall not be affected in regard to the remainder of this Sublease, the remainder of this Sublease being valid and FINAL King County Sublease (02/24/2021) 11 King County Sublease M PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater enforced to the fullest extent permitted by law. If it should appear that any part, term or provision of this Sublease is in conflict with any applicable laws, then the part, term or provision shall be deemed inoperative and null and void insofar as it is in conflict therewith, and this Sublease shall be deemed modified to conform to such statutory provision. (f) USE OF TERMS: Whenever the singular number is used in this Sublease and whenever required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and the word "person" shall include corporation, partnership, limited liability company, firm, association or other entity. (g) SUCCESSORS AND ASSIGNS: This Sublease shall nun with the land, and shall be binding upon and inure to the benefit of the Parties, their respective successors, personal representatives and assigns. (h) INTERPRETATION: Unless otherwise specified, the following rules of construction and interpretation apply: (i) use of the term "including" will be interpreted to mean "including but not limited to"; (ii) use of the terms "termination" or "expiration" are interchangeable; (iii) reference to a default will take into consideration any applicable notice, grace and cure periods; and (iv) to the extent there is any issue with respect to any alleged, perceived or actual ambiguity in this Sublease, the ambiguity shall not be resolved on the basis of who drafted this Sublease. (i) GOVERNED BY LAWS OF STATE OF WASHINGTON: This Sublease shall be governed by the laws of the State of Washington. 0) FAILURE TO INSIST UPON STRICT PERFORMANCE: The failure of either Party to insist upon strict performance of any of the terms or conditions of this Sublease shall not constitute a waiver thereof. (k) HOLDOVER: If Sublessee remains in possession of the Premises after expiration or earlier termination of this Sublease, Sublessee shall be deemed to be occupying the Premises as a tenant -at - sufferance on a month -to -month basis, the covenants and obligations for which shall be the same as those set forth in this Sublease, or as otherwise provided in this Section. Acceptance by Sublessor of any monies after expiration or earlier termination of this Sublease shall not result in a renewal of this Sublease, nor affect Sublessor's right of re-entry or any rights of Sublessor herein or available at law. If Sublessee fails to surrender the Premises upon the expiration or earlier termination of this Sublease without obtaining Sublessor's prior written consent to hold over, Sublessee shall reimburse Sublessor, within thirty (30) days of receipt of written demand, for all rents, fees, penalties, and damages Sublessor incurs due to Sublessee's hold over, from the effective expiration or termination date until Sublessee surrenders possession of the Premises to Sublessor in accordance with the terms of Section 20, plus interest, attorney's fees and costs, and shall indemnify and hold Sublessor harniless from all loss and liability including, but not limited to any Claims made by any succeeding tenant founded on or resulting from such failure to surrender. (1) SURVIVAL: Any provisions of this Sublease relating to indemnification shall survive the termination or expiration of this Sublease, and shall also extend to all Claims arising prior to the Effective Date of this Sublease if Sublessee's use of any part of the Premises commenced prior thereto. In addition, any terms and conditions contained in this Sublease that by their sense and context are intended to survive the termination or expiration of this Sublease shall so survive. FINAL King County Sublease (02/24/2021) 12 King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater (m) EXHIBITS: This Sublease is subject to the terms and conditions of the following exhibits, which exhibits are an integral part of this Lease and are incorporated herein by this reference: Exhibit A — Description of Property and Site Exhibit B — Depiction of Premises Exhibit C — Technical Data Sheet Exhibit D — King County Radio Communications Services Site and Facility Standards Exhibit E — Prime Lease [SIGNATURES ON FOLLOWING PAGES] FINAL King County Sublease (02/24/2021) 13 King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater IN WITNESS WHEREOF, the Parties have caused this Sublease to be fully executed as of the last date signed by each Parry's authorized representative, as provided herein below. Sublessor: KING CO T , a politic sub o ie State of Washington By: !/ { Nam nthon 0. ri it Title: Director acii ties ana ement ❑ivisi Date: 1 Approved as to form: Busch Law Firm PLLC STATE OF WASHINGTON ss. COUNTY OF KING -1$1 y�., On this i P day of 20 2- , before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Anthony 0. Wright, Director Facilities Management Division for King County, to me known to be the individual that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said individual, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument, and that the seal affixed is the seal of said County. IN WITNESS WHEREOF, I have hereunto set my ha an ffixed my seal the day and year first written above. Nanq K4 ni-Lee OT Y P n and , r tli State of "ry Puhlic Washin siding at Il l �if State aF wa$hinptart My commission expires: My APPanlrnent Expvaa 44l44�2pTa C«nmras4)n Number 2D108795 FINAL King County Sublease (02/24/2021) 14 King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater Sublessee: CITY OF KENT, a Washington municipal corporation ]JULU. I � - I I.IN STATE OF ss. COUNTY OF ) On this 31 day of OYCh 120 2A , before me, the undersigned, a Notary Public in ancj for the State o Washington, duly commissioned and sworn, personally appeared �}aAL , to me known to be the individual(s) that executed the within and foregoing fnstrum nt, and acknowledged the said instrument to be the free and voluntary act and deed of said individual(s), for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first written above. R�EY A kp fit i 5 120137 A 5 i v'�A•, &B�� = a I�I+tl or WA5`�i�..= NOTARY ftltlt in and fprthe, State of Washington, residing at KenA— My commission expires: 06 -(1 a --- FINAL King County Sublease (02/24/2021) 15 King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater ID►VIII1.11II1 Description of Property and Site (Page 1 of 2) Legal Description of the Property: The west 150 feet of the south 300 feet of the north 330 feet of the southeast quarter of the southwest quarter of the southeast quarter of Section 33, Township 22 North, Range 5 East, W.M., ALSO, The portion of the southwest quarter of the southwest quarter of the said southeast quarter of Section 33 lying easterly of the westerly 508 feet thereof, and northerly of the southerly 429 feet of the said southwest quarter of the southwest quarter of the southeast quarter and southerly of the northerly 30 feet of the said southwest quarter of the southwest quarter of the southeast quarter; ALSO, That portion of the south 300 feet of the north 330 feet of the southwest quarter of the southwest quarter of the said southeast quarter of Section 33 lying southerly of the north line of the southerly 429 feet of the said southwest quarter, and easterly of the following described line: Beginning at a point on the south line of the said southwest quarter of the southwest quarter of the southeast quarter which is 508 feet easterly of the southwest corner thereof, Thence northerly to a point on the said north line of the southerly 429 feet of the southwest quarter which is 509.70 feet easterly of the west line of the said southwest quarter and the terminus of said line description; Together with an easement over, under and across the east 30 feet of the west 180 feet of the north 330 feet of the southeast quarter of the southwest quarter of the southeast quarter of Section 33, Township 22 North, Range 5 East, W.M.; And together with an easement over, under and across the north 30 feet of the west 150 feet of the said southeast quarter of the southwest quarter of the southeast quarter; ALSO that portion of the north 30 feet of the southwest quarter of the said southwest quarter of the southeast quarter lying easterly of 124th Avenue Southeast; ALSO that portion of the south 30 feet of the northwest quarter of the said southwest quarter of the southeast quarter lying easterly of 124th Avenue Southeast; Situated in the County of King, State of Washington. Address: 12523 SE 286th Place, Auburn, WA FINAL King County Sublease (02/24/2021) 16 King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater ki asc � vi �j Description and/or depiction of Sublessor's Site (including the location of the Shelter thereon): PARCEL # 332205-9017 W ' Z W O a i I PARCEL# 332205-9029 I I I SE 286TH PLACE — SUBLESSEE'S -� (E) PROPERTY LINE ACCESS ROUTE f PARCEL# 332205-9177 EXISTING r u I WATER VAULT I EXISTING WATER TANK Sy EXISTING EQUIPMENT ' •�• jt. 0 SHELTER �' ! n f � a EXISTING PAD 4 EXISTING SUBLESSOR w MOUNTED GENERATOR 1000 GALLON DIESEL FUEL STORAGE TANK EXISTING 160.0' SELF-SUPPORT TOWER EXISTING SUBLESSOR EQUIPMENT SHELTER PARCEL# 332205-9115 (E) PROPERTY LINE C%ITC n1 A AI SCALE; 1' = 60' FINAL King County Sublease (02/24/2021) 17 Depiction of Premises: King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater EXHIBIT B Depiction of Premises (Page 1 of 2) ] EXISTING PAD MOUNTED GENERATOR fr — EXISTING EQUIPMENT SHELTER I I FF- e�o EXISTING 160.0' SELF-SUPPORT TOWER ENLARGED SITE PLAN SUBLESSEE'S ACCESS ROUTE EXISTING WATER TANK �\_ // I I EXISTING SUBLESSOR EQUIPMENT SHELTER 11 1 I I EXISTING SUBLESSOR 1000 GALLON DIESEL FUEL STORAGE TANK SCALE; 1' = 2W FINAL King County Sublease (02/24/2021) 18 SUBLEESSEE COAX ROUTE King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater EXHIBIT B Depiction of Premises (Page 2 of 2) EXISTING SUBLESSOR EQUIPMENT SHELTER BATTERIES SUBLESSEES EQUIPMENT SPACE IN SHELTER t EXISTING SUBLESSOR EQUIPMENT RACK F J SUBLEESSEE SUBLESSORS POWER ROUTE ELECTRICAL PANEL EQUIPMENT PLAN SCALE: 3/16" =1' FINAL King County Sublease (02/24/2021) 19 King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater EXHIBIT C Technical Data Sheet 1. Sublessee Information: Sublessee Name: City of Kent — Public Works Notice Address: 220 4" Avenue South Kent WA 98032 Contact Name/Phone: Water System Manager — 253-856-5600 2. Site Information: Sublessee Site Number: N/A Sublessee Site Name: Pump Station 3.5 Mil. Gal. Property Address: 12523 SE 286' Pl., Auburn, WA 98092 Property APN: 3322059177 3. Proposed Communication Facilities: Tower Equipment: N/A Location of Equipment: If Sublessor's Shelter: Number of Racks/Cabinets: 3 4. Provosed Services: Sublessor's Shelter ® Ground ❑ Rack/Cabinet Dimensions i 22" x 22" x 84" Backup Power Generator provided by: Sublessor If provided by Sublessor, required kilowatts: 9.6 Electricity/Power requirements: AC ® UPS ❑ Backhaul provided by: Sublessor ❑ If provided by Sublessor, Backhaul requirements: MW ❑ Capacity req. for each type: Telephone needed? Yes ❑ No ® NOTE: SUBLESSOR WILL NOT PROVIDE Other ❑ Sublessee ❑ N/A ❑ DC ❑ Draw in Amps: 80 Sublessee ❑ N/A Fiber ❑ Copper ❑ 5. Additional Information: Sublessee must use Sublessor's grounding system in the Shelter, and follow Motorola R56 standards. FINAL King County Sublease (02/24/2021) 20 King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater EXHIBIT D King County Radio Communications Services Site and Facility Standards Updated April 5, 2000 All fixed transmitting and receiving equipment installed within King County facilities shall employ isolators or similar devices and band pass filtering or alternative band pass filtering (such as using window filters for broadband services like PCS) which accomplishes the same objectives. These devices are intended to minimize spurious radiation, receiver local oscillator leakage and transmitter and receiver intermodulation products. The following standards constitute the minimum requirements for use of wireless transmitting and receiving equipment. Transmitter/Receiver Filtering Standards The following transmitter/receiver filtering standards shall be observed in all King County facilities: I . Transmitters in the 25 to 54 MHz range shall have a band pass filter providing a minimum of 30 dB of attenuation 1.0 MHz removed from the operating frequency. Transmitters in this frequency range should be fitted with a single isolator providing a minimum of 20 dB isolation. 2. Transmitters in the 72 to 76 MHz range shall have a band pass filter providing a minimum of 30 dB of attenuation 1.0 MHz removed from the operating frequency. Transmitters in this frequency range shall also be fitted with dual isolators providing a minimum of 50 dB isolation. 3. Transmitters in the 88 to 108 MHz range shall have a band pass filter providing a minimum of 30 dB of attenuation 1.0 MHz removed from the operating frequency. Transmitters in this frequency range shall also be fitted with dual isolators providing a minimum of 50 dB isolation. No transmitters with a transmitter power output of over 100 watts shall be permitted within King County facilities. In addition, some facilities may not allow use of transmitting equipment in this frequency range. 4. Transmitters in the 108 to 225 MHz range shall have a band pass filter providing a minimum of 15 dB of attenuation 1.0 MHz removed from the operating frequency. Transmitters in this frequency range shall also be fitted with dual isolators providing a minimum of 50 dB isolation. 5. Transmitters in the 225 to 400 MHz range shall have a band pass filter providing a minimum of 20 dB of attenuation 1.0 MHz removed from the operating frequency. Transmitters in this frequency range shall also be fitted with dual isolators providing a minimum of 50 dB isolation. 6. Transmitters in the 400 to 512 MHz range shall have a band pass filter providing a minimum of 20 dB of attenuation 2.0 MHz removed from the operating frequency. Transmitters in this frequency range shall also be fitted with dual isolators providing a minimum of 50 dB isolation. Window filtering with broader responses may be authorized on a case by case basis. 7. Transmitters in the 512 to 746 MHz range shall have a band pass filter providing a minimum of 20 dB of attenuation 2.0 MHz removed from the operating frequency. Transmitters in this frequency range shall also be fitted with dual isolators providing a minimum of 50 dB isolation. 8. No broadcast transmitters in the 746 to 806 MHz range shall be permitted in King County facilities. 9. Transmitters in the 806 to 990 MHz range shall have a band pass filter providing a minimum of 15 dB of attenuation 3.0 MHz removed from the operating frequency. Transmitters in this frequency range FINAL King County Sublease (02/24/2021) 21 King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater shall also be fitted with dual isolators providing a minimum of 50 dB isolation. Window filtering with broader responses may be authorized on a case by case basis. Site Engineering Standards and Site User Practices The following site engineering standards and site user practices shall be observed in all King County facilities: 1. A band pass cavity shall always be used before each receiver. A window filter may be substituted in multicoupled systems. Crystal filters are also advisable at crowded facilities. 2. A band reject duplexer may not be used unless accompanied by the required band pass cavities. A pass reject duplexer may be used, provided the duplexer band pass characteristics meet the minimum requirements for transmitter band pass filtering. 3. All cables used in King County facilities must, at minimum, be double -shielded with 100% braid coverage. Use of solid outer shield cables (i.e. `Heliax') is strongly encouraged. All external feed lines shall be solid -shielded. 4. All cables used shall be covered with an insulating jacket. Cables used externally shall be covered with an ultra -violet resistant insulating jacket. No cables with aluminum outer conductors shall be used in King County facilities. 5. Use of constant impedance connectors shall be required. Type `N,' BNC or 7/16 DIN connector types are typical constant impedance connectors. Adapters shall not be used for permanent connections. 6. All equipment shall be properly grounded. Grounding shall be performed by grounding the radio equipment manufacturers designated equipment ground and shall be tied to the radio facility equipment ground, preferably using flat copper strap or copper braid. The AC line ground shall also be used to provide the protective ground. Use of three -wire to two -wire adapters shall be prohibited. The Manager of the King County Radio Communications Services shall identify the radio facility ground point. All transmission lines shall be fastened to towers, cable trays and other site attachment points using manufactured hardware designed for the purpose. All transmission lines shall be grounded before entry into the radio facility and shall pass through King County approved lightning protection equipment. Use of cable ties, ty-wraps and similar attachment hardware is generally discouraged but may be permitted on a case by case basis. Use of non -insulated metallic ties shall be strictly prohibited. Non -insulated transmission lines shall not be used in King County facilities. Non - insulated rigid wave guide is acceptable when properly attached using rigid attachment hardware. 8. All telephone circuits terminating in King County radio facilities shall have lightning protection at the entry point into the facility. 9. All loose metallic objects shall be removed from the facility at the conclusion of any work performed on -site. Metallic trash shall be removed from the facility entirely. 10. All equipment shall be maintained in such a fashion as to be in compliance with all FCC, NTIA, FAA and state and local laws and regulations. Commercial and public safety radio equipment shall be FCC type -accepted. Federal government and amateur radio equipment shall be constructed in such a FINAL King County Sublease (02/24/2021) 22 King County Sublease #: PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater fashion as to be of commercial quality. Quarterly checks of the receiving equipment, transmitting equipment, antennas and customer -owned site filtering equipment are strongly encouraged. 11. Interference problems resulting from the addition of a new user to a King County facility shall be the responsibility of the `last -in' tenant to resolve, provided that interference problems are not the result of a non -compliant installation by an existing tenant. Significant interference may require that a licensee cease operation until the interference problem can be resolved. Should the problem not be resolvable to the satisfaction of the Manager of the King County Radio Communications Services, the new tenant may be unable to use the facility. 12. Any changes to the tower configuration (additions, removals, realignments of antennas) require pre - approval by the King County Radio Communications Services Manager and may require amendments to the Lease, if the changes are beyond what is authorized by the Lease, and King County agrees to such Lease amendments. An inspection is required at the end of such work. 13. Equipment which presents an immediate hazard to the facility or individuals working on the facility may require deactivation until the hazard is removed. High power transmitters may also need to be deactivated when maintenance of the facility is being performed. The licensee shall be notified in advance of any such deactivation. 14. All King County radio facilities are protected by locked doors and most have alarm systems. In some cases, on -site alarms are not obvious. Exceptions include sites with segregated `guest space' where alarm systems may not be provided. For those facilities with alarms, prior notification of King County Radio Communications Services shall be required before sites may be entered. Activation of a facility alarm shall result in the dispatch of police officers, the cost of which shall be borne by the tenant activating the alarm without providing prior notice of entry. 15. All site property shall be left clean and free of debris, trash and food scraps. If materials are brought in which become trash, the tenant bringing in the material shall be responsible for its removable. 16. All equipment installed in King County facilities shall be properly licensed. All tenant FCC, IRAC and amateur radio licenses shall be posted. 17. Special on -site uses may be subject to additional limitations beyond those described herein. Special site users shall be notified of such additional limitations in writing. Emergency contacts are as follows: Day: King County Radio Communication Services (206) 263-8111 Night: King County Sheriff's Communication Center (206) 296-3311 FINAL King County Sublease (02/24/2021) 23 King County Sublease k PSERN-5a King County Sublease Name: Kent Repeater City of Kent Sublease King County Site Name: Kent Repeater EXHIBIT E. Prime Lease The Prime Lease is attached hereto. FINAL King County Sublease (02/24/2021) 24 King County Lease #; PSERN-05 King County Site Name; Kent Repeater LEASE AGREEMENT 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 KING COUNTY, a political subdivision of the State of Washington, having offices for the transaction of business at 500 Fourth Avenue, Suite 830, Seattle, Washington 98104 ("Tenant"), for a wireless communications facility located at 12523 Southeast 286th Place, Auburn, Washington ("Joint Use 3.5 Million Tank"). BACKGROUND A. Landlord is the owner in fee simple of a parcel of land, and a one hundred sixty foot (160') lattice tower (the "Tower"), located in the City of Auburn, King County, Washington, legally described on the attached Exhibit A (the "Property"). B. Tenant desires to lease that portion of the Property and space on the Tower as depicted on the attached Exhibit B, together with a nonexclusive access easement, as described on the attached Exhibit C, to construct, operate and maintain a communication facility and associated equipment and improvements, as well as to obtain the right from Landlord to access the property and install utilities in conjunction therewith. C. Tenant plans to fund, procure sites for such communication facilities, and along with other municipalities in King County establish the Puget Sound Emergency Radio Network (the "PSERN System") to eventually provide service in King County as authorized by Proposition 1 and King County Ordinances 17993, 18074 and 18075. 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. Landlord leases to Tenant and Tenant leases from Landlord that portion of the Property and space on the Tower as depicted on the attached Exhibit B (the "Premises") together with a non-exclusive easement for ingress, egress and utilities over the Property as depicted on Exhibit B and described on the attached Exhibit C (the "Access Easement"). In addition to the Premises, Landlord hereby grants Tenant temporary access to additional space near the Premises for staging purposes during Tenant's construction activities, in location(s) to be agreed upon by the parties. 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,. The term of this Lease shall be for a period of twenty-five (25) years, commencing on the Rent Commencement Date, as defined in Section 3.a below, and terminating on the last day of the month prior to the twenty-fifth anniversary of the Rent Commencement Date ("Term"). LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page 1 of 24 (Landlord. City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater 3. Rent. a. Tenant's obligation to pay rent under this Lease shall commence upon the date Tenant commences construction of the Improvements, as defined in Section 4 below, on the Premises (the "Rent Commencement Date"). The parties agree that they shall acknowledge in writing the Rent Commencement Date as follows: Tenant shall notify Landlord in writing of the date it commences construction of the Improvements on the Premises and within ten (10) business days of receipt thereof, Landlord's authorized representative shall acknowledge such date in writing as the Rent Commencement Date and return such signed written instrument to Tenant. b. As used herein, a "lease year" shall be January 1" through December 31st during the Term of this Lease. Rent shall be Four Thousand Three Hundred Twenty and No/100 Dollars ($4,320.00) per lease year ("Rent"), payable in advance. Rent shall be payable as follows: Rent for the first partial lease year (from the Rent Commencement Date until the next December 31st) shall be delivered to Landlord within forty-five (45) days after the date Tenant receives Landlord's written acknowledgement confirming the Rent Commencement Date. Thereafter, Rent shall be paid to Landlord annually in advance, on or before January 1st of each lease year until the Lease expires or is terminated; provided that if the first full lease year will commence prior to the due date of Rent for the first partial lease year, then the Rent for the first full lease year shall also be due and payable within forty-five (45) days after the date Tenant receives Landlord's written acknowledgment confirming the Rent Commencement Date. Rent for partial lease years shall be prorated and if Rent is ever overpaid it shall be either refunded or applied to future payments at Tenant's discretion. C. All Rent payments shall be mailed to: City of Kent, 220 Fourth Avenue South, Kent, Washington 98032, Attention: Facilities Superintendent. d. Tenant shall pay Landlord a late payment charge equal to five percent (5%) of the Rent for any payment not paid within thirty (30) days of when due. In addition, any amounts not paid when due shall bear interest from the date due until paid at the rate of one percent (1%) per month. e. Rent shall increase by fifteen percent (15%) of the then -current rental rate on each successive five (5) year anniversary of the first full lease year after the Rent Commencement Date. For example purposes only, if the Rent Commencement Date is June 23, 2017, and the first full lease year thereafter commences on January 1, 2018, then on January 1, 2023, Rent shall be increased to $4,968/year; on January 1, 2028, Rent shall be increased to $5,713.20/year; and on January 1, 2033, Rent shall be increase to $6,570.18/year; and so on, during the Term of this Lease. f. 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, except as specifically provided for in Section 3.g below. LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page 2 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater g. Notwithstanding anything to the contrary contained in this Lease, in consideration of Lessee's lease of Shelter space to Lessor, as more specifically defined and provided for in Section 5.a(4) herein below, Lessor agrees to waive Lessee's obligation to pay Rent from the Rent Commencement Date until the first anniversary of the Rent Commencement Date. 4. Use of Premises. a. Tenant may use the Premises for the construction, installation, operation, maintenance, repair, replacement, upgrade, update, addition, modification and removal of the communications facilities, and associated equipment and improvements, generally depicted on Exhibit B and described on the attached Exhibit D (collectively, the "Improvements") for the PSERN System as it is presently designed or may hereinafter be modified or changed ("Permitted Use"). Tenant shall use the Premises for no other purpose. b. Prior to performing any installation or construction work within the Premises, Tenant shall secure all necessary federal, state and local licenses, permits, and approvals for the Permitted Use (collectively referred to hereinafter as "Government Approvals") at its sole expense. Landlord hereby authorizes Tenant to make and sign, as Landlord's agent, any and all applications and/or submissions necessary to obtain all Government Approvals from all applicable governmental and/or regulatory entities required for the Permitted Use of the Improvements within the Premises. Landlord agrees to reasonably assist Tenant with such applications and with obtaining and maintaining the Government Approvals. C. Tenant has the right to obtain a title report or commitment for a leasehold title policy from a title insurance company of its choice and to have the Property surveyed by a surveyor of its choice. Tenant may also perform and obtain, at Tenant's sole cost and expense, soil borings, percolation tests, engineering procedures, environmental investigation or other tests or reports on, over, and under the Property, necessary to determine if Tenant's use of the Premises will be compatible with Tenant's engineering specifications, system, design, operations or Government Approvals. Before performing any of the work described in this Section 4.c, Tenant must receive prior e- mailed approval from Landlord's Public Works Director or authorized representative. 5. Tenant Improvements. a. (1) Tenant may improve the Premises by constructing the Improvements as depicted on Exhibit B. 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 be 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 Public Works Department shall give such approval or provide Tenant with its requests for changes within thirty (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 LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page 3 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater for the work Tenant is requesting to perform, and Tenant shall pay all permit costs in addition to Rent described in Section 3. (2) After the initial installation of the Improvements, Tenant shall obtain Landlord's written consent prior to making any material changes in the exterior appearance, size or design of the Improvements on the Property (including the antennas on the Tower), the location or size of the Premises, and trenching on the Property, which consent shall not be unreasonably withheld, delayed or conditioned. After the initial installation of the Improvements, except as provided herein above, Landlord's consent shall not be required for any installation, maintenance, repair, replacement, addition, removal, update or upgrade of any of the Improvements or utilities located within the Premises or Access Easement. (3) Tenant shall consult with Landlord to arrange a time it will conduct construction of any Improvements that require Landlord's prior written consent. Tenant agrees to adhere to the pre -arranged schedule for construction of Improvements. (4) As part of the Improvements, Tenant intends to construct an equipment shelter on the Premises (the "Shelter"). Upon completion of the Shelter, Tenant shall remove all debris left from the construction and installation of the Shelter at Tenant's own cost. Tenant hereby agrees to lease to Landlord, on terms and conditions mutually acceptable to both parties, space within the Shelter for Landlord's future installation and operation of Landlord's radio equipment. Such leased space shall include approximately one hundred (100) square feet of floor space, and use of Tenant's electrical power and back-up emergency power for Landlord's radio equipment, free of rent; provided that Landlord shall at all times be solely responsible, at its sole expense, for installation, operation, maintenance and repair of its radio equipment within the Shelter. The rights granted to Landlord in this Section are not transferable or assignable without Tenant's prior written consent, in Tenant's sole discretion. b. (1) Unless the parties otherwise agree in writing, Tenant shall remove the Improvements from the Premises upon termination of the Lease. Such removal shall be done in a workmanlike and careful manner and without interference or damage to any other equipment, structures or operations on the Property, including use of the Property by Other Providers as described in Section 6.a below, 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) Notwithstanding anything to the contrary contained in this Lease, if Landlord's radio equipment has been installed and remains in the Shelter in accordance LEASE AGREEMENT AT Joint Use 3.5 Million Tank — Page 4 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater with the terms of Section 5.a(4) herein above, then upon the expiration of this Lease, including all extensions, the Shelter will remain on the Property and become Landlord's personal property, "as is, where is," without any representations or warranties, and without the need for any additional documentation for the transfer of ownership thereof. 6. Use by Other Providers. a. Tenant shall cooperate with each new other communications provider that Landlord leases to ("Other Provider(s)") in connection with the Other Provider locating and placing its antennae and other facilities on the Property, including but not limited to use of space on the Tower. b. Each new Other Provider shall be solely responsible for the cost of locating and placing its equipment on the Property. The Other Provider shall also be responsible for any liabilities that arise from the Other Provider's use of the Property. 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, with the exception that Landlord is solely responsible for the maintenance of the Tower and Access Easement, unless the Tower and/or Access Easement are 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 on an absolute net basis. 8. Maintenance. a. 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 of Tenant's Improvements, equipment and other personal property on the Premises in good working order, condition and repair. Tenant shall keep the Premises 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 thereon. Tenant shall remove graffiti at its own cost within fifteen (15) calendar days of receipt of written 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. The use of herbicides or insecticides by Tenant on the Premises is strictly prohibited. The Landlord agrees to maintain its Tower at all times during the Term of this Lease in such a manner so that the Tower meets the Class III Structural Classification defined in ANSI/TIA-222-G, or at the then -current standards for use by emergency, rescue or disaster operations. b. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not maintain, repair or otherwise touch or interfere with Tenant's Improvements without Tenant's prior written consent; provided that, in the event of an emergency posing an imminent threat of bodily injury or property damage, Landlord may take action necessary to abate the threat and shall give Tenant notice of such actions taken as soon as is reasonably possible thereafter. LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page 5 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #; PSERN-05 King County Site Name; Kent Repeater 9. Access. Landlord and its agents shall have the right to enter the Premises at all reasonable times, upon not less than two (2) business days prior e-mailed notice to Tenant's authorized representative, so that Tenant may accompany Landlord, 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, including by foot, motor vehicle or by air over or along the Access Easement generally depicted in Exhibit B. 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 FQe . 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 all applicable communication site standards, statutes, ordinances, rules and regulations now in effect or that may be issued thereafter by the Federal Communications Commission ("FCC"), or other federal or state governmental agency. 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. Landlord shall be the sole judge of interference caused to the Landlord's radio frequency ("RF") transmissions and receptions on the Tower; provided Landlord shall make all determinations regarding the cause of any such RF interference based on independent review by experts in the field of RF interference. Tenant agrees to correct, within thirty (30) calendar days of receipt of written 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 Property, excluding 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 LEASE AGREEMENT AT Joint Use 3.5 Million Tank — Page 6 of 24 (Landlord. City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater 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 forty-five (45) calendar days following receipt of said proposal to make any objections thereto, and failure to make any objection within this forty-five (45) 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 forty-five (45) day period and Tenant's objections are verified by Landlord to be valid, then Landlord shall not proceed with such proposal unless the Other Provider modifies the proposal in a manner determined, in Landlord's reasonable judgment, to adequately eliminate reasonable interference concerns asserted by Tenant. In that case, Landlord may proceed with the proposal. In the event the Other Provider actually interferes with the operations of Tenant, Landlord shall make good faith efforts to have the Other Provider cease operation until the interference can be eliminated. A governmental unit may be allowed to place antennae or other communications facilities on the Property, excluding 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 Rent or any other sums payable to Landlord when due, and does not cure such default within thirty (30) 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 (6) 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 Improvements contemplated in this Lease, and such failure is not cured within thirty (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 thirty (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 thirty (30) calendar days after written notice from the non -defaulting party specifying the default at issue; provided, however, that neither party will be in non -monetary default under this subsection if it begins to cure the alleged default within the thirty (30) day period and thereafter diligently prosecutes the cure to completion; or LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page 7 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater g. Tenant fails at any time to maintain insurance as required in Section 22 of this Lease and the attached Exhibit E and such failure is not cured within fifteen (15) days following Tenant's receipt of written notice of such failure. 15. Possession. If Landlord terminates this Lease in the event of any uncured default of this Lease by Tenant, the Landlord shall have the right to take exclusive possession of the Shelter. 16. Cute by Non -Defaulting Party. In the event of any uncured default of this Lease, the non -defaulting party may, at any time after the specified notice period has run, cure the default for the account of and at the expense of the defaulting party. If the non -defaulting party 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 the non -defaulting party's rights under this Lease, the sums so paid, with all interest, costs and damages shall be due from the defaulting party within thirty (30) days following the defaulting party's receipt of an invoice together with reasonable supporting documentation evidencing such sums and expense. If the defaulting party disputes the appropriateness of the interest, costs and damages in good faith, the defaulting party will pay such interest, costs and damages "under protest". Any payment under protest shall not be considered an admission of liability or a waiver of rights under this Lease, and such payment shall be subject to refund if the defaulting party's position is upheld by a court of competent jurisdiction. 17. motional 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; or (b) if Tenant or Tenant's vendor of the PSERN System determines that, for technical, design, interference, environmental, economic or title reasons, the Premises are not necessary or suitable for the operation of the PSERN System or the use described in this Lease; (c) by Landlord upon eighteen (18) months' 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; (d) by Landlord or Tenant if there is a determination made pursuant to an official un-appealable 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 Landlord if Tenant's use of the Premises violates applicable laws or ordinances; or (f) by Landlord if Tenant loses its license to provide service for any reason, including, but not limited to, non -renewal, expiration, or cancellation of its license. 18. Termination; Notice. Except as otherwise provided above in Section 17(c), any notice of termination pursuant to Section 17 shall be given to the other party in writing at least thirty (30) calendar days prior to the termination date in accordance with the provision of Section 27. 19. Damaoe or Destruction. If Tenant's Improvements or any portion thereof are destroyed or damaged so as to materially hinder effective use of the Premises LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page 8 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater through no fault or negligence of Tenant, Tenant may elect to terminate this Lease upon thirty (30) calendar days' written notice to Landlord. In such event, Tenant shall promptly remove all Improvements from the Premises as set forth in Section 5(b) above. This Lease (and Tenant's obligation to pay Rent) shall terminate upon Tenant's fulfillment of the obligations set forth in the preceding sentence, at which termination Tenant shall be entitled to the prorated reimbursement of any Rent prepaid by Tenant. If the Tenant believes it is feasible to relocate the Improvements to a different location on the Property, the parties agree that the Premises will be relocated. Landlord will provide an interim site for Tenant to locate temporary, mobile communications facilities and equipment as necessary to continue service during repair or relocation of the Premises or Improvements. A survey will be prepared for the relocated Premises (including access and utility easements) and the survey will replace Exhibit B attached hereto. 20. Condemnation,. In the event the Premises are taken by eminent domain, this Lease shall terminate as of the date title to the Premises vests in the condemning authority. In the event a portion of the Premises is taken by eminent domain, either party shall have the right to terminate this Lease as of said date of title transfer, by giving thirty (30) calendar days' written notice to the other party. If it is feasible to relocate the Improvements to a different location on the Property without any impairment to the quality of service provided by the Improvements, the parties agree that the Premises will be relocated. A survey will be prepared for the relocated Premises (including access and utility easements) at Landlord's expense, and the survey will replace Exhibit B attached hereto. In the event of any taking under the power of eminent domain, Tenant shall not be entitled to any portion of the reward paid for the taking and' Landlord shall receive full amount of such award. Tenant hereby expressly waives any right or claim to any portion of all damage awards, whether awarded as compensation for diminution in value of the leasehold or the fee of the Premises. Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant on account 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 Liabill-Ly: 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 agrees to indemnify and hold Landlord harmless as provided herein to the maximum extent possible under law. Accordingly, Tenant agrees for itself, its successors, and assigns, to defend, indemnify, and hold harmless Landlord, its appointed and elected officials, and employees from and against liability for all claims, demands, suits, causes of action, judgments, damages, costs, attorney fees, government orders, penalties, or other requirements (collectively, "Claims"), including costs of defense thereof for injury to persons, death, or property damage which is caused by or arises out of Tenant's exercise of rights and privileges LEASE AGREEMENT AT Joint Use 3.5 Million Tank — Page 9 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater granted by this Lease, except to the extent of the Landlord's negligence and willful misconduct. Landlord agrees to indemnify and hold Tenant harmless as provided herein to the maximum extent possible under law. Accordingly, the Landlord agrees for itself, its successors, and assigns, to defend, indemnify, and hold harmless Tenant, its appointed and elected officials, and employees from and against liability for all Claims, including costs of defense thereof for injury to persons, death, or property damage which is caused by or arises out of Landlord's exercise of rights and privileges granted by this Lease, except to the extent of the Tenant's negligence and 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; (i) 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, or (2) to any dangerous conditions arising from Landlord's negligence or willful misconduct. 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 result in the negligent or intentional introduction, storage, disposal, or transport over the Premises and Access Easement of any hazardous substance in violation of any federal or state law. Tenant further agrees to hold Landlord harmless from and indemnify Landlord against any release of any such hazardous substance introduced by Tenant 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 on the Property. "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 one hundred twenty-five percent (125%) of the LEASE AGREEMENT AT Joint Use 3.5 Million Tank — Page 10 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater monthly proration of the annual Rent in effect upon the expiration of the Lease, but shall otherwise be on the same terms and conditions herein specified, so far as applicable. 25. Acceptance of Premises. With the exception of latent defects and any hazardous substance contamination existing prior to the Rent Commencement Date, by taking possession of the Premises, Tenant accepts the Premises and Access Easement "AS -IS," in the condition existing as of the Rent 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. 26. Estol2pel Certificate. Tenant shall, at any time and from time to time upon not less than thirty (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. 27. 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 Landlord, 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 If to Tenant, to: King County Facilities Management Division Real Estate Services, Attn: Leasing Supervisor Re: Kent Repeater PSERN Lease 500 Fourth Avenue, Suite 830 Seattle, WA 98104 With a copy to: King County Facilities Management Division Director's Office, Attn: Gail Houser Re: Kent Repeater PSERN Lease 500 Fourth Avenue, Suite 800 Seattle, WA 98104 With a copy to: King County Department of Information Technology LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page 11 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater Puget Sound Emergency Radio Network Attn: Marlin Blizinsky Re: Kent Repeater PSERN Lease 401 Fifth Avenue, Suite 600 Seattle, WA 98104 28. Assignment and Subletting. 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. Landlord acknowledges that Tenant and other municipalities participating in the PSERN System intend to establish a new governmental non-profit entity that will eventually own and operate the PSERN System. Notwithstanding anything in this Lease to the contrary, Tenant may assign its interest in this Lease, without the Landlord's consent, to that governmental non-profit entity or to any entity existing now or in the future that will be responsible for the operation, maintenance, management, updating and upgrade or replacement of the PSERN System as authorized by law; provided that Tenant shall provide notice to Landlord within forty-five (45) calendar days after the execution date of such assignment. In the event of an assignment, the assignee shall assume all liability of the assignor and Tenant will be relieved of all future performance, liabilities and obligations under this Lease to the extent of such assignment. 29. Other Leases. Nothing in this Lease shall preclude Landlord from leasing other space for communications equipment to any person or entity that may be in competition with Tenant, or to any third -party, subject to the provisions of Section 13(c) above. 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 Landlord after a breach of this Lease shall not be deemed a waiver of such breach unless expressly set forth in writing. 32. Taxes. 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 Improvements, if any, which become due and payable during the Term of this Lease. 33. Miscellaneous, LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page 12 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater 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. 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 Sections 21 and 23. 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. f. Landlord agrees to sign a short form Memorandum of Lease that Tenant may record at Tenant's expense. 34. Non -Discrimination. Landlord and Tenant, for themselves, their successors, and assigns as a part of the consideration hereof, do hereby covenant and agree to comply with all civil rights and anti -discrimination requirements of federal, state or local laws applicable to the Property, including, without limitation, Chapter 49.60 RCW. Landlord and Tenant shall not discriminate on the basis of race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age except by minimum age and retirement provisions, unless based upon a bona fide occupational qualification, in the employment or application for employment or in the administration or delivery of services or any other benefits under King County Code Ch. 12.16,125. Tenant shall comply fully with all applicable federal, state and local laws, ordinances, executive orders and regulations that prohibit such discrimination. These laws include, but are not limited to, Chapter 49.60 RCW, and Titles VI and VII of the Civil Rights Act of 1964. Any violation of this provision shall be considered a default of this Lease and shall be grounds for cancellation, termination, or suspension, in whole or in part, of this Lease and may result in ineligibility for further agreements between the parties. 35. Effective Date. This Lease is executed and shall become effective on the last date both parties execute this Lease, as indicated below (the "Effective Date"). If the Effective Date occurs after the Rent Commencement Date, any act consistent with the authority and obligations described herein that takes place after the Rent LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page 13 of 24 (Landlord: City of Kent, Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater Commencement Date, but prior to the Effective Date, is hereby ratified and affirmed by the parties to this Lease. IN WITNESS WHEREOF, the parties have caused this Lease to be executed as of the date and year set forth below. LANDLORD: CTTV nF 1(FNT APPROVED AS TO FORM: Kent Law Dep rtment TENANT: ...- KING C UN Y By: Print N e: Ant n Q. Wright Its: E)irecto Fa ilitie Management Division Date:'r -7-7 V i � L � APPRO E❑ AS TO FORM: v Busch Law Firm PLLC LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page 14 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater STATE OF WASHINGTON ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Suzette Cooke is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Mayor of the City of Kent to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: -41zP'11/-1 -Notary Seal Must Appear Within This Box - IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day. %voAr first above written. N�� '`4a�.►�, (Signs re) NOTARY PUBLIC, in and for the State f'•,,` p+�``"�«` ��`� of Washington, residing at WASW� •�'� MY appointment Tres �? .■.ti��` pP expires LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page 15 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Anthony O. Wright is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Director, Facilities Management Division, of King County to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: 7 2� -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. A STEVE RIZIKA Notary Public State of Washington My commission Expires May 30. 2019 ( Ignature) NOTARY PUBLIC, in and for the State of Washington, residing at (ft1rctr TS10%4 My appointment expires LEASE AGREEMENT AT Joint Use 3.5 Million Tank — Page 16 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater EXHIBIT A LEGAL DESCRIPTION OF LANDLORD'S PROPERTY The west 150 feet of the south 300 feet of the north 330 feet of the southeast quarter of the southwest quarter of the southeast quarter of Section 33, Township 22 North, Range 5 East, W.M., ALSO, The portion of the southwest quarter of the southwest quarter of the said southeast quarter of Section 33 lying easterly of the westerly 508 feet thereof, and northerly of the southerly 429 feet of the said southwest quarter of the southwest quarter of the southeast quarter and southerly of the northerly 30 feet of the said southwest quarter of the southwest quarter of the southeast quarter; ALSO, That portion of the south 300 feet of the north 330 feet of the southwest quarter of the southwest quarter of the said southeast quarter of Section 33 lying southerly of the north line of the southerly 429 feet of the said southwest quarter, and easterly of the following described line: Beginning at a point on the south line of the said southwest quarter of the southwest quarter of the southeast quarter which is 508 feet easterly of the southwest corner thereof; Thence northerly to a point on the said north line of the southerly 429 feet of the southwest quarter which is 509.70 feet easterly of the west line of the said southwest quarter and the terminus of said line description; Together with an easement over, under and across the east 30 feet of the west 180 feet of the north 330 feet of the southeast quarter of the southwest quarter of the southeast quarter of Section 33, Township 22 North, Range 5 East, W.M.; And together with an easement over, under and across the north 30 feet of the west 150 feet of the said southeast quarter of the southwest quarter of the southeast quarter; ALSO that portion of the north 30 feet of the southwest quarter of the said southwest quarter of the southeast quarter lying easterly of 124th Avenue Southeast; ALSO that portion of the south 30 feet of the northwest quarter of the said southwest quarter of the southeast quarter lying easterly of 124th Avenue Southeast; Situated in the County of King, State of Washington. Address: 12523 SE 286th Place, Auburn, WA LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page 17 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name: Kent Repeater EXHIBIT B (Page 1 of 2) DEPICTION OF PREMISES vAli;tl. la:] 117N Aa. y l 11 I L I I I � 'E8'aA AIryL 7'76 SU Plr(at NTr tNl ' WI I W MALII! VA1/1 �. iaB.l41 l l ��• PAY.EL No I!f i+ I .IS �1cnwA'x! I �\ �`JPII' qJN � I� Y'•� 1 � i l pµa NLJ 1; I IEI NATEN TAVr, ! ICI CFN.Ct PNIiAiC 47CCiS -Siu! — TE1J\T5 YrEcc Cy(LyEh7 Irk Ia7rl.¢Rn IPIf �v.' A' CI l'W,/11 S+eSLI II. -.�-. _.. _ '•M..:VIMY LM IIQQiI 1D s6JHIL'1' SPCa 4N i TEWC 5 CE el%Y.E ! { L t) ANa LAALC IRAr ^ Lu..q lWII'4 TCMEN j I 1 i I _-liy4u51'• Ti1uy CV 91rl TCN lC1 EG.11'wPtl i+E1T1Y7 (� I flJ r•tl wlu/llrro Id NI N4II.w '• I 1 Iv j f I I � ►�ctE +L t — — ! I rtirmvrl�,l --P.�Plorr II'd r!�_j- n IIC 'WV - ra,lrl• llld 1, �-.� - ! r tf.. •!�. IAVN C 1�• _ laj +C'7+ cklIJf tr[sy, T'.CL 5161A:C Tlr.� [I r a :5' • 1 -a') I C` 'a .. i .—•. I � • I �1-U" KL WN I WIAT", W 7rrl4 •'t' �, _r. -' 1 EI LVA.I L F: ;£a5 POEA TpV - . V .' - - ' '� • - } Il :.­ ,,,i V•;Tq:Ni ITT ANU 77d1g3 -ICPI I ."7Yf I'TlR' ''•Si4g14A hYsXfl RL _ Y I N � ILwC41'!. JIII.II' L.;LNLNTS � n i \ I / lq Pu r:.vj" l'uWY(Alca 1S NOOATH LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page IS of 24 (Landlord; City of Kent; Tenant: King County for PSERN) (2017) EXHIBIT (Page 2 of 2) King County Lease #: PSERN-05 King County Site Name: Kent Repeater T/ (E) RELOCATED 1.1011TNING ROD {1- - - - ELEVATIONi A:105.-C T y� N) PIPE "TENSION POR f) UCIMING ROD TENANTS ANTENNAS TENANT'S ANTENNAS {ly _T/_ (E) WATER _TANk T ELEVATION: tt 10'-O' - - — I iL") "� sUw HIGH TOWER (� WATER TANK BEYOND (N) WAVEQAOE ROUTE - (N) RETAINING WALL (BEYOND) (N) 70'-4' k 25'-9' GRAVEL LEASE AREA AND S' HIGH CHAIN LviK FENCE � i I h [N) Urllm RN: K WITH iUlIK(L"Y AIFTER NIJO YWN RRFAKER - I - (N) 12'lI3D' PRE-FABMCAT® EQUIPMENT' SNE•LTER W/ 5OKW N IATtUSCAAIHC M FRONT OF r 1EVCRCENfV HACBUP OEl�FpTOR E FENCE To BE r,'-G' O.C.. ii'-?' IN HEk:Hf AT pUNTIR[: (N) Uif11Cti GRADE IIUFFLF7t RK (V(I)ERATOR E%HAIA'sT STFAck pANO LIN(E) EAUIPUErri SHELTER OINSCHAR�OE I�IN�TATKE LAUVER5 (BEYOND) i N) 5' HIGH CHAIN UNK ROUBLE I ESS QATE WITH NREYA4Y SLATS (COLORI BROW) i i F...a-...._------_.._-........»-.......-_......�.... .._.r_ -».�:. ----sat_-- -- r. T-T-------------- (N) WARVAM ItET1Af*L (N) encn GALLCN rnEstL tuTL G!m Low NWSE BLOWER KIT a -FORAGE TANK w5'-&"xA'-A") O-O. ON EACH A/C LINEr PROVIDE ATMOS�IiERIC VENT PIPE (N) S• PIPE To 12'-W AOL MIN. 1ARD, TYP. LEASE AGREEMENT AT Joint Use 3.5 Million Tank - Page 19 of 24 (Landlord: City of Kent; Tenant: King County for PSERN) (2017) King County Lease #: PSERN-05 King County Site Name; Kent Repeater EXHIBIT C LEGAL DESCRIPTION OF ACCESS EASEMENT AN ACCESS EASEMENT 20.00' FEET IN WIDTH, 10.00' ON BOTH SIDES OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE SOUTH QUARTER CORNER OF SECTION 33, TOWNSHIP 22 NORTH, RANGE 5 EAST, W.M., THENCE N01°04'27"E A DISTANCE OF 327.49 FEET ALONG THE CENTER OF SECTION LINE; THENCE S88140'47"E A DISTANCE OF 510.05 FEET TO THE SOUTHWEST CORNER OF THE SERVIENT PARCEL AS DESCRIBED ON THIS SHEET; THENCE N01104'47"E A DISTANCE OF 70.61 FEET ALONG THE WEST LINE OF SAID SERVIENT PARCEL; THENCE S88037'37"E A DISTANCE OF 133.45 TO THE POINT OF BEGINNING; THENCE S88037'37"E A DISTANCE OF 116.79 FEET; THENCE N01109'42"E A DISTANCE OF 265.02 FEET; THENCE S89022'50"W A DISTANCE OF 159.35 FEET; THENCE N88040'47"W A DISTANCE OF 571.42 TO THE EAST RIGHT-OF-WAY OF 124TH AVE SE, SAID POINT BEING THE TERMINUS OF THIS EASEMENT. SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON. Uc 9 118761 p :'ski ��s�•• �G+S:CEF�`G•�Zj�` King County Lease #: PSERN-05 King County Site Name: Kent Repeater SCOPE OF WORK TO BE COMPLETED BY KING COUNTY/PSERN • 12'x30' prefabricated equipment Shelter with 50KW diesel generator Retaining walls and grading around the Tenant's Shelter • 1,000 gallon above -ground diesel fuel tank • Ice bridge between the Shelter and the Landlord's existing Tower • New gravel turnaround • Landscaping along a portion of the existing south fence line (as may be required by Tenant's Government Approvals) • New access gate within the existing fence line C Two (2) new microwave dishes installed at 145' centerline on the Landlord's existing Tower c All necessary cables, conduit, lines and associated equipment and improvements c New 6' high chain link fencing to isolate the Premises from the Landlord's water tank facilities located on the Property. King County Lease #: PSERN-05 King County Site Name: Kent Repeater EXHIBIT E INSURANCE REQUIREMENTS I. General Insurance Requirements Tenant shall procure and maintain, for the duration of this Lease, insurance against claims for injuries to persons or damage to property that may arise from or in connection with the Tenant's operation and use of Landlord's facilities. Tenant maintains a fully funded self-insurance program for the protection and handling of the Tenant's liabilities including injuries to persons and damage to property. Landlord acknowledges, agrees and understands that Tenant is self -funded for all of its liability exposures. Tenant agrees, at its own expense, to maintain, through its fully funded self-insurance program, coverage for all of its liability exposures for this Lease. Tenant agrees to provide Landlord with at least thirty (30) days prior written notice of any material change in Tenant's self -funded insurance program and will provide Landlord with a letter of self-insurance as adequate proof of coverage. Landlord further acknowledges, agrees and understands that Tenant does not purchase commercial general liability insurance and is a self -insured governmental entity; therefore Tenant does not have the ability to name Landlord as an additional insured. If Landlord is not a governmental agency which maintains a fully funded self- insurance program in accordance with applicable law, Landlord will maintain commercial general liability insurance in the amount of Two Million Dollars ($2,000,000) per occurrence and Two Million Dollars ($2,000,000) general aggregate, based on ISO Form CG 00 01 or equivalent, and will include Tenant as an additional insured with respect to claims arising out of or related to this Lease. Landlord shall carry "All Risk" property insurance in an amount equal to the full replacement value of its structures and improvements on the Property. Tenant shall maintain "All Risk" property insurance in an amount equal to the full replacement value of all of its improvements and personal property located on the Premises or shall self -insure improvements and personal property on the Premises. Notwithstanding any language to the contrary contained in this Lease, Landlord and Tenant agree that they shall not make a claim against or seek recovery from the other for any loss or damage to their property, or the property of others, resulting from fire or other hazards covered by fire insurance or required to be covered under this Lease and each hereby releases the other from any such claim or liability regardless of the cause of such loss. Tenant agrees to ensure all contractors, sub -contractors, consultants or other parties utilized by Tenant to perform work on Landlord's Property are fully insured to the extent of coverage specified in Subsection II of this Exhibit E. King County Lease #: PSERN-05 King County Site Name: Kent Repeater II. Specific Insurance Requirements If Tenant ceases to maintain the aforementioned program of self-insurance, Tenant shall obtain insurance of the types and limits described below: A. Minimum Scope of Insurance: 1. Commercial General Liabilit 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 Landlord 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. Automobiilellability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be written on 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 1. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. 2. insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 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: 1. Tenant's insurance coverage shall be primary insurance with respect to the Landlord. Any insurance or self-insurance coverage maintained by the Landlord 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 Landlord in the event of cancellation of any coverage related to this Lease. 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. King County Lease #: PSERN-05 King County Site Name: Kent Repeater E. Verification of Coverage. If Tenant ceases to maintain the aforementioned program of self-insurance, upon Landlord's request, Tenant shall furnish Landlord with original certificates of insurance and a copy of the additional insured endorsement, evidencing the insurance requirements of the Tenant, and Landlord shall be named as an additional insured. LIM King County Office of Risk Management Services Department of Executive Services 500 Fourth Ave #320 Seattle, WA 98104 (206) 263-2250 KING COUNTY CERTIFLCATE OF SELF-INSURANCE - 2017 This letter is to certify that King County is fillly self-fimded for all of its liability exposures. Should an incident occur involving the negligence of County employees acting in the scope of their employment, our self-fitnded program would respond. King County, charter county government under the constitution of the State of Washington, maintains a fully funded Self -Insurance program for the protection and handling of the County's liabilities, including injuries to persons and damage to property. This letter is also to certify that King County is protected from physical loss under the County's blanket property insurance policy. The policy is an "All Risk" policy that provides the County with protection for al I County property wherever located. Please note that this certificate is issued for informational purposes only and neither confers any rights, nor constitutes an agreement between King County and any other party. If you have any questions, please do not hesitate to contact the King County Office of Risk Management Services, Insurance and Contracts group at the phone number above. Sincerely, The Office of Risk Management Services Insurance and Contracts Group Rev 3/1/2017