HomeMy WebLinkAboutL002-09 - Extension - Addendum #2 - T-Mobile USA, Inc. - Cell Tower Lease at West Fenwick - 11/01/2022 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form DirAsst:
• For Approvals,Signatures and Records Management Dir/Dep:
KEN T This form combines&replaces the Request for Mayor's Signature and Contract Cover s Ft
(Optional)
WASHINGTON Sheet forms. (Print on pink or cherry colored paper)
Originator: Department:
Garin Lee Parks, Recreation & Community Services
Date Sent: Date Required:
> 08/07/2023 ASAP
0
L Authorized to Sign: Date of Council Approval:
G.
a Q✓ Mayor or Designee 08/15/2023
Budget Account Number: Grant? Yes No❑✓
10006600.64190.5540
Budget?❑✓ Yes[:]No Type: N/A
Vendor Name: Category:
T-Mobile USA, Inc. Lease
Vendor Number: Sub-Category:
_ 848268 --Griginai }
0
Project Name: Cell Tower Lease at West Fenwick
cProject Details: Cell Site Lease (Retroactive to 11/10/2022) 5 yrs plus 3 5 yr
renewal options.
C
Go 000/m0 Agreement Basis for Selection of Contractor: Other
E
tAmount: $3 r *Memo to Mayor must be attached
i Start Date: 11/01/2022 Termination Date: 11/30/2027
o�
a Local Business?❑Yes allo*If meets requirements per KCC3.70.100,please complete`Vendo Purchase-Local Exceptions"form onCiryspace.
Business License Verification: ❑✓ Yes El In-Process�Exempt(KCC 5.01.045) Authorized Signer Verified
Notice required prior to disclosure? Contract Number:
Yes ✓�No I C) �Q
Comments:
�n
i
3
C C
0 ;a
30
ffMf@ —[D
At!no
c ll
Date Received:City A orney: Date Ro ted:Mayor's Office City Clerk's Office
adccW22373_1_20 Visit Documents.Kent .g - o obtain copies of all agreements rev.20221201
T-Mobile ARF - Mayor Signature
Final Audit Report 2023-08-09
Created: 2023-08-07
By: Shayla Ott(soft@kentwa.gov)
Status: Signed
Transaction ID: CBJCHBCAABAACle7EUtHKjovucy79F68Aj4c95bRoYS8
"T-Mobile ARF - Mayor Signature" History
Document created by Shayla Ott(sott@kentwa.gov)
2023-08-07-4:11:07 PM GMT
Document emailed to glee@kentwa.gov for signature
2023-08-07-4:12:13 PM GMT
Email viewed by glee@kentwa.gov
2023-08-07-4:27:15 PM GMT
So Signer glee@kentwa.gov entered name at signing as Garin Lee
2023-08-07-4:28:09 PM GMT
&�o Document e-signed by Garin Lee (glee@kentwa.gov)
Signature Date:2023-08-07-4:28:11 PM GMT-Time Source:server
CIO Document emailed to Ronald Lashley(rlashley@kentwa.gov)for signature
2023-08-07-4:28:12 PM GMT
Email viewed by Ronald Lashley(rlashley@kentwa.gov)
2023-08-09-0:14:55 AM GMT
p Document e-signed by Ronald Lashley(rlashley@kentwa.gov)
Signature Date:2023-08-09-3:09:05 PM GMT-Time Source:server
I-» Document emailed to bjlevenhagen@kentwa.gov for signature
2023-08-09-3:09:06 PM GMT
Email viewed by bjlevenhagen@kentwa.gov
2023-08-09-3:51:10 PM GMT
f�a Signer bjlevenhagen@kentwa.gov entered name at signing as Brian Levenhagen
2023-08-09-3:52:04 PM GMT
Powered by
� Adobe
�J KENT Acrobat Sign
TO: Committee of the Whole
Department: Parks Operations and Facilities
SPEAKER: Garin Lee
TIME NEEDED: 15 Minutes
DATE OF MEETING: August 1st, 2023
SUBJECT:
• T-Mobile Telecom Lease Agreement - Second Amendment - West Fenwick-
Authorize
MOTION: Authorize the Mayor to execute a second amendment to the telecom lease
agreement with T-Mobile at West Fenwick Park, extending the lease five years with three
additional five-year extension options, subject to final terms and conditions acceptable to
the City Attorney.
SUMMARY: The City has leased this site since 2006 adjacent to West Fenwick park for a
cell tower. This amendment extends the lease an additional five years, includes annual
increases of 3% and three additional five-year renewal options.
EXHIBITS: Second Amendment to Lease, First Amendment, Original Lease
BUDGET IMPACTS: No Budget Impact
STRATEGIC PLAN GOAL(S):
❑ Innovative Government-Delivering outstanding customer service, developing leaders,and fostering innovation.
® Evolvina Infrastructure-Connecting people and places through strategic investments in physical and technological infrastructure.
❑ Thrivina City-Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation.
❑Sustainable Services-Providing quality services through responsible financial management, economic growth,and partnerships.
❑ Inclusive Community-Embracing our diversity and advancing equity through genuine community engagement.
smartlink
July 28, 2023
City of Kent
Attn: Phung Huynh
220 Fourth Avenue S
Kent, WA 98032
RE: SE04212A — West Fenwick-SE73XC074A
2" Addendum to Lease Agreement
Greetings:
Enclosed are two copies of the 2nd Addendum for signature. Please sign/notarize
both partially executed documents and send an electronic copy to the email address
below.
Thank you in advance for your prompt attention to this matter.
Regards,
Tresca Mckay
Smartlink Group
tresca.mckay&Smartlinkgroup.com
201.932.5866
11410 HE 122°d Way—Suite 102,Kirkland,WA 90034
www.smartlinkllc.com
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
REINSTATEMENT AND ADDENDUM TWO TO LEASE AGREEMENT BETWEEN THE CITY OF KENT
AND SPRINT SPECTRUM REALTY COMPANY LLC
This Reinstatement and Addendum Two to Lease Agreement (the "Addendum Two") is
effective as of the date of execution by the last party to sign (the "Effective Date") by and
between the City of Kent, a Washington municipal corporation ("Landlord") and Sprint Spectrum
Realty Company LLC., a Delaware limited liability company("Tenant") (each a "Party", or
collectively, the "Parties").
RECITALS
Landlord and Tenant (or their predecessors-in-interest) entered into that certain Lease
Agreement dated June 21, 2006 (attached as Exhibit A), including Addendum One to Lease
Agreement dated January 27, 2012 (attached as Exhibit B), (collectively, the "Lease") regarding
the leased premises ("Premises") located at West Fenwick Park, Kent, WA 98032 (the
"Property").
The Lease expired on or about June 29, 2021, since which time Tenant has continued to
make all required payments and has remained on the Property in holdover, with Landlord's
permission, since that date.
For good and valuable consideration, Landlord and Tenant agree as follows:
1. The Lease is hereby reinstated in its entirety, as amended herein, and is ratified and
affirmed in all respects as if the Lease never expired.
2. Starting June 30, 2021, a new five (5) year term began ("First Renewal Term"). The term
of the Lease will automatically be extended for three (3)additional and successive five (5)
year terms (each a "Renewal Term"), provided that Tenant may elect not to renew by
providing at least ninety (90) days' notice prior to the expiration of the current Renewal
Term. The First Renewal Term and any Renewal Terms are referred to collectively as the
"Term."
3. Beginning with Rent for the month of November 2022, Tenant shall pay Landlord Three
Thousand and No/100 Dollars ($3,000.00) per month ("Monthly Rent"), plus leasehold
tax, if required by law, at a rate established by the State of Washington. Thereafter,
notwithstanding anything to the contrary in the Lease,throughout the Term the Monthly
Rent shall be increased annually on each anniversary of the First Renewal Term and each
Renewal Term by an amount equal to three percent (3%) over the Monthly Rent for the
immediately preceding year.
4. All notices, requests, demands and other communications shall be in writing and shall be
deemed to have been delivered upon receipt or refusal to accept delivery, and are
effective only when deposited into the U.S. certified mail, return receipt requested, or
when sent via a nationally recognized courier to the addresses set forth below. Landlord
1
TMO Site ID:SE04212A
TMO Signatory Level: L06
NLG-83208
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
or Tenant may from time to time designate any other address for this purpose by
providing written notice to the other Party.
If to Tenant: If to Landlord:
T-Mobile USA Inc. City of Kent
12929 SE 38t" St. 220 Fourth Avenue South
Bellevue, WA 98006 Kent, WA 98032
Lease Compliance/SE04212A Attn: Park Facilities Manager/City Clerk
5. Except for instances of default as set forth in Section 15 of the Lease, this Lease may be
terminated (a) by Landlord upon (90) days prior written notice to Tenant, if the Landlord
decides, in its sole discretion for any reason,to discontinue use of the Premises for city or
public purposes; (b) by Landlord if it determines through verifiable scientific evidence that
continued use of the Premises by Tenant is in fact a threat to health,safety or welfare; (c)
by Landlord if Tenant's use of the Premises violates applicable laws or ordinances; or (d)
by Landlord if Tenant loses its license to provide PCS/cellular service for any reason,
including, but not limited to, non-renewal, expiration, or cancellation of its license.
6. Tenant and Landlord will cooperate with each other's requests to approve permit
applications and other documents related to the Property.
7. Except as expressly set forth in,this Addendum Two, the Lease otherwise is unmodified.
To the extent any provision contained in this Addendum Two conflicts with the terms of
the Lease, the terms, and provisions of this Addendum Two shall control. Each reference
in the Lease to itself shall be deemed also to refer to this Addendum Two.
8. This Addendum Two may be executed in duplicate counterparts, each of which will be
deemed an original.Signed electronic,scanned,or facsimile copies of this Addendum Two
will legally bind the Parties to the same extent as originals.
9. Each of the Parties represents and warrants that it has the right, power, legal capacity,
and authority to enter into and perform its respective obligations under this Addendum
Two. Landlord represents and warrants to Tenant that the consent or approval of a third
party has either been obtained or is not required with respect to the execution of this
Addendum Two. If Landlord is represented by any property manager, broker or any other
leasing agent ("Agent"), then (a) Landlord is solely is responsible for all commission, fees
or other payment to Agent and (b) Landlord shall not impose any fees on Tenant to
compensate or reimburse Landlord for the use of Agent, including any such commissions,
fees or other payments arising from negotiating or entering into this Addendum Two or
any future addendum.
2
TMO Site ID:SE04212A
TMO Signatory Level: L06
NLG-83208
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
10. This Addendum Two will be binding on and inure to the benefit of the Parties herein,their
heirs, executors, administrators, successors-in-interest, and assigns.
[SIGNATURES ON FOLLOWING PAGE]
I
3
TMO Site ID:SE04212A
TMO Signatory Level: L06
NLG-83208
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
IN WITNESS, the Parties execute this Addendum Two as of the Effective Date.
LANDLORD: TENANT:
City of Kent, SPRINT SPECTRUM REALTLY COMPANY LLC,
a Washington municipal corporation a Delaware li ited liability company
By, By:
Print Name:, an% A Print Name: _
John Estes
Title: 0-VLy Title: Infractor
Date: $ l 5—2-62 3 Date: �' a�
4
TMO Site ID:SE04212A
TMO Signatory Level: L06
NLG-83208
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
Notary block for Landlord
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
This instrument was acknowledged before me on _ / I f 2.0 2.3 by
'Daya, ?S alpki , [title] n 1 SA wc of City of Kent,
a Washington municipal corporation, on behalf o aid corporation.
Dated: _ (o��( �r� 'a
0 Vcco l I Notary Public
��`' , ��/ Print Name C
_ �►`' say ti` i� �=� �5 G� 1�. Cir nn�r 1C
s it��6,14t, tii,��y My commission expires. Opt 121 / 202J—
y u 2211MM3
"os
/11ll1 p„W;S,"74%..
(Use this space for notary stamp/seal)
5
TMO Site ID:SE04212A
TMO Signatory Level: L06
NLG-83208
Notary block for Tenant
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence tha _ din is the
person who appeared before me, and said person acknow ged that he/she signed this
instrument, on oath state t he/sh was authorized to execute the instrument and
acknowledged it as the _ ti re �i� of Sprint Spectrum Realty LLC, a
Delaware limited liability company, to be the free and voluntary act of such party for the uses
and purposes mentioned i h instru e .Q
Dated: d •
Notary Pub ' _
� V1AY Ny fit, y�G ���,,,,,,,,� Print Name
� oi q � My commission expires. • •
O ? T RA
U 20103556 0,
WAS
(Use this space for notary stamp/seal)
6
TMO Site ID:SE04212A
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
EXHIBIT A
LEASE AGREEMENT
7
TMO Site ID:SE04212A
TMO Signatory Level: L06
NLG-83208
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease") is entered into by and between the CITY OF
KENT,Washington municipal corporation("Landlord")and NEXTEL WEST CORPORATION,
a Delaware corporation, d/b/a Nextel Communications, with its principal office in Washington
located at 10545 Willows Road NE, Suite 100,Redmond, Washington 98052("Tenant"),
BACKGROUND
A. Landlord is the owner in fee simple of a parcel of land located in the City of Kent,
King County, Washington, legally described on the attached Exhibit A.
B. Tenant is in the communications business and desires to lease a portion of the
Landlord's property, legally described on the attached Exhibit B, together with a nonexclusive
access easement, legally described on the attached Exhibit C.
C. Accordingly, the parties are entering into this Lease on the terms and conditions
set forth below.
AGREEMENT
In consideration of their mutual covenants,the parties agree as follows:
1. Leased Premises. Landlord leases to Tenant and Tenant leases from Landlord the
real property legally described on the attached Exhibit B (the "Premises") together with a non-
exclusive easement for ingress, egress and utilities over the adjacent real property legally
described on the attached Exhibit C (the "Access Easement"). The Land and the Access
Easement are collectively referred to as the"Premises".
This Lease is not a franchise nor is it a permit to use the City of Kent's rights-of-way.
Any such franchise or permit must be obtained separately from Landlord.
2. Term and Option to Renew. This Lease shall commence on the earlier of (a)nine
(9) months after the date of this Lease has been signed by both parties, or (b) the date Tenant
commences construction of its improvements at the Premises (the "Commencement Date"), and
end on the date that is one day before the five year anniversary of the Commencement Date.
Additionally, so long as Tenant is not in default of this Lease, Tenant shall have the option to
renew this Lease for two(2) additional five(5)year periods subject to the adjustment of Monthly
Rent as described in Section 3. Should Tenant exercise its option to renew this Lease, that
option must be exercised in writing and delivered to Landlord at least ninety (90) calendar days
before the end of the term.
LEASE AGREEMENT AT WEST FENWICK PARK—Page 1 of 15
WA0738 Reith Road
(Landlord. CityofKent,Tenant.Neztel West Corporation) (March 6,2006)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
3. Rent.
a. Tenant agrees to pay Landlord as Monthly Rent, without notice or
demand, the sum of ONE THOUSAND THREE HUNDRED AND NO1100 DOLLARS
($1,300.00), plus leasehold tax, if required by law, at a rate established by the State of
Washington, currently 12.84%, commencing on the Commencement Date. Subsequently, the
Monthly Rent shall be paid in advance, on or before the first day of the month during the term
hereof. Monthly Rent shall be mailed to: City of Kent, 220 Fourth Avenue South, Kent,
Washington 98032, Attention: Facilities Superintendent.
b. Tenant shall pay Landlord a late payment charge equal to five percent
(5%) of the Monthly Rent for any payment not paid within five (5) calendar days of when due.
Any amounts not paid when due shall bear interest until paid at the rate of two percent(2%)per
month.
C. The Monthly Rent during years two (2) through five (5) of each five (5)
year term shall be increased effective as of each anniversary of the Commencement Date by an
amount equal to the greater of four(4)percent or the percentage increase in the CPI over the CPI
for the month 12 months prior to the adjustment date. "CPP' means the Consumer Price Index
for All Urban Consumers, U.S. City Average, All Items, issued by the Bureau of Labor Statistics
for the United States Department of Labor(1982-84= 100). If the CPI is converted to a different
standard reference base or otherwise revised, the adjustment set forth in this paragraph shall be
made with the use of the conversion formula published by the Bureau of Labor Statistics.
d. The Monthly Rent during the first year of a renewal term will be adjusted
to Market Rent. As used herein, "Market Rent" means the rent paid for similar uses on similar
properties in the greater Puget Sound area. If Landlord and Tenant cannot agree upon Market
Rent within thirty (30) days after Tenant presents its proposal for Market Rent, then the matter
shall be settled by binding arbitration by a single arbitrator who has experience in
telecommunications real estate leasing matters. Tenant shall present its proposal for Market Rent
when it exercises its option to renew the Lease. The arbitration will be administered by JAMS if
the parties have not otherwise agreed to use a different arbitrator or arbitration process. Each
party will submit to the arbitrator and each other at least ten (10) days in advance of the hearing
their best offers of Market Rent. The arbitrator shall award the Market Rent figure that is closest
to the true Market Rent. The costs of the arbitration shall be borne by the Tenant. Each party
will bear the cost of its own attorney's fees.
e. Monthly Rent, and all other consideration to be paid or provided by
Tenant to Landlord shall constitute Rent and shall be paid or provided without offset.
4. Use of Premises.
a. Tenant shall use the Premises for the purpose of co-locating, maintaining,
replacing, removing, operating, and upgrading a wireless communications antenna on a pole
currently existing on the Premises Tenant shall also use the Premises for the purpose of
LEASE AGREEMENT AT WEST FENWICK PARK-Page 2 of 15
WA0738 Reith Road
(Landlord. City ofKenh Tenant. Nextel West Corporation) (March 6,2006)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
constructing, maintaining, replacing, removing, operating, and upgrading related wireless
communication ground equipment, support structures, and cables. The antenna and related
facilities shall collectively be referred to as the"Antenna Facilities." The Premises shall be used
for no other purpose. Tenant acknowledges that it must also negotiate for use of the existing
pole with the owner of the pole.
b. Tenant shall, at its expense, comply with all present and future federal,
state, and local laws, ordinances, rules and regulations(including laws and ordinances relating to
health, radio frequency emissions, other radiation and safety) in connection with the use,
operation, maintenance, construction and/or installation of the Antennae Facilities and/or the
Premises.
5. Tenant Improvements,Plans, Bonds.
a. (1) Tenant may improve the Premises by constructing a wireless
communications antenna, and constructing related wireless communications ground equipment,
support structures and cables. Tenant is required, as part of this Lease, to complete all the items
listed in Exhibit D. Tenant is responsible to provide all labor, materials, and equipment
necessary for the items listed in Exhibit D. Prior to commencing construction, Tenant shall
submit plans and specifications drawn to scale for all improvements to Landlord for Landlord's
written approval, such approval not to be unreasonably withheld. No improvement, construction,
installation or alteration shall be commenced until plans for such work have been approved by
the Landlord and all necessary permits have been property issued. Landlord's Parks, Recreation
& Community Services Department shall give such approval or provide Tenant with its requests
for changes within thirty (30) working days of Landlord's receipt of Tenant's work plans. The
plan and specifications review schedule described above does not apply to the City of Kent
acting as a governmental entity issuing permits and other approvals for the work Tenant is
requesting to perform.
(2) All improvements shall be constructed in a workmanlike manner
without the attachment of any liens to the Premises and shall be completed in compliance with
all permits, applicable laws, rules, ordinances, and regulations. If any lien is filed, such lien shall
be removed from the Property within twenty(20) days.
b. (1) The Tenant shall remove the Antennae Facilities 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 Premises, including use of the Premises by Landlord or any of Landlord's assignees or
lessees.
(2) Upon removal of the improvements (or portions thereof) as
provided above in subpart (1), Tenant shall restore the affected area of the Premises, normal
wear and tear excepteg to the reasonable satisfaction of the Landlord.
LEASE AGREEMENT AT WEST FENWICK PARK—Page 3 of 15
WA0738ReithRoad
(Landlord, City ofKen(;Tenant. Nwel West Corporation) (March 6,2006)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
(3) All costs and expenses for the removal and restoration to be
performed by Tenant pursuant to subparts (1) and (2) above shall be borne by Tenant, and
Tenant shall hold Landlord harmless from any portion thereof.
(4) If Tenant requests permission not to remove all or a portion of the
improvements upon termination of this Lease per section 5.b(1), and Landlord consents to such
non-removal, title to the affected improvements shall thereupon be transferred to Landlord and
the same thereafter shall be the sole and entire property of Landlord, and Tenant shall be relieved
of its duty to otherwise remove same. All other alterations, improvements and structures located
or constructed on the Premises (except for movable equipment and trade fixtures), shall become
the property of Landlord upon termination of the Lease, except that Landlord may, by written
notice to Tenant, require Tenant to remove all such improvements upon termination of the Lease.
Any personal property, equipment, or other improvements which are not removed upon
termination of this Lease shall become the property of Landlord, at Landlord's option.
C. Tenant shall annually post a bond (or, at Tenant's option, a letter of credit)
from a surety or bank reasonably acceptable to Landlord, in the amount of Fifteen Thousand
Dollars($15,000.000). Landlord may use these funds at the termination of the Lease for removal
of all improvements and repair of the Premises should Tenant not comply wit the requirements
of this section.
6. Use by Other Providers.
a. Tenant shall also design and construct all ancillary support facilities,
including any support buildings, so that 1 (one) Other Provider will have an adequate amount of
space to house their own support equipment.
b. Tenant shall cooperate with each new Other Provider that Landlord leases
to in connection with their locating and placing their antennas and other facilities on the
Premises and in the ancillary support facilities.
C. Each new Other Provider shall be solely responsible for the cost of
locating and placing their equipment on the Premises. The Other Provider shall also be
responsible for any liabilities that arise from the Other Provider's use of the Premises.
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. The
parties agree that this is a net Lease intended to assure Landlord the rent reserved on an absolute
net basis. In addition to the Monthly Rent reserved above, Tenant shall pay to the parties entitled
thereto all taxes, assessments, insurance premiums, maintenance charges, and any other direct
charges, costs and expenses against the Premises which may be contemplated under any
provisions of this Lease.
LEASE AGREEMENT AT WEST FENWICK PARK—Page 4 of 15
WA0738 Reith Road
(Landlord: City ofKent,Tenant: Nextel West Corporation) (March 6,2006)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
S. Maintenance.
a. Tenant shall, at its own expense, maintain the Premises and all
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. Tenant shall install, maintain, and replace, when necessary, all landscaping on the
Premises required by City of Kent permits.
b. In the event the Landlord or any other Tenant undertakes painting,
construction or other alterations on the Landlord's property described in Exhibit A, Tenant shall
take reasonable measures, at Tenant's cost, to cover Tenant's equipment, personal property or
Antennae Facilities and protect them from paint and debris fallout which may occur during the
painting, construction or alteration process. This requirement shall not be interpreted as a waiver
of any claim Tenant may raise either against Landlord or any third party due to the Landlord or
the third parties' negligence, so long as Tenant has taken reasonable measures to protect Tenant's
equipment, property, and facilities as required above.
9. Access. Landlord and its agents shall have the right to enter the Premises at
reasonable times to examine and inspect the Premises. Tenant, Tenant's employees, agents and
contractors shall have access to the Premises without notice to Landlord twenty-four(24)hours a
day, seven (7) days a week, at no charge.
10. Utilities. Tenant shall, at its expense, separately meter charges for the
consumption of electricity and other utilities associated with its use of the Premises and shall
timely pay all costs associated therewith.
11. License Fees. Tenant shall pay, as they become due and payable, all fees,
charges, taxes and expenses required for licenses and/or permits required for or occasioned by
Tenant's use of the Premises.
12. Approvals,• Compliance with Laws. Tenant's use of the Premises is contingent
upon its obtaining all certificates, permits, zoning, and other approvals that may be required by
any federal, state or local authority. Tenant shall erect, maintain and operate its Antennae
Facilities in accordance with site standards, statutes, ordinances, rules and. regulations now in
effect or that may be issued thereafter by the Federal Communications Commission or any other
governing bodies.
13. Interference.
a. Tenant's installation, operation, and maintenance of its transmission
facilities shall not damage or interfere in any way with Landlord's activities on the Premises.
Tenant agrees to correct, within thirty (30) calendar days, all such actions which materially
interfere with Landlord's use of the Premises. Tenant agrees to promptly commence good faith
efforts to cure interference upon actual notice of such interference. If the interference cannot be
LEASE AGREEMENT AT WEST FENWICK PARK—Page 5 of 15
WA0738 Reith Road
(Landlord: City of Kent;Tenant: Nextel West Corporation) (March 6,2006)
DocuSign Envelope ID:AA977EAC-1072-498A-88D9-8660544FA95F
corrected without Tenant's wireless signal coverage goals from the Premises being materially
impacted, Tenant shall have the right to terminate the Lease.
b. Before approving the placement of Antennae Facilities, 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 Premises.
C. In the event an Other Provider requests a lease to place any type of
antennae or transmission facility on the Premises, Landlord shall submit a proposal complete
with all technical specifications reasonably requested by Tenant to Tenant for review for
noninterference; however, Landlord shall not be required to provide Tenant with any
specifications or information claimed to be of a proprietary nature by the third party. The Other
Provider shall be responsible for the reasonable cost of preparing the technical specifications for
its proposed transmission facility. Tenant shall have fifteen (15) calendar days following receipt
of said proposal to make any objections thereto, and failure to make any objection within said
fifteen (15) calendar day period shall be deemed consent by Tenant to the installation of
Antennae or transmission facilities pursuant to said proposal. If Tenant gives notice of objection
due to interference during such fifteen (15) calendar day period and Tenant's objections are
verified by Landlord to be valid, then Landlord shall not proceed with such proposal unless the
Other Provider modifies the proposal in a manner determined, in Landlord's reasonable
judgment, to adequately eliminate reasonable interference concerns asserted by Tenant. In that
case, Landlord may proceed with the proposal. In the event the Other Provider actually
interferes with the operations of Tenant,Landlord shall make good faith efforts to have the Other
Provider cease operation until the interference can be eliminated. A governmental unit may be
allowed to place Antennae or other communications facilities on the Premises as long as there is
no interference with Tenant's use.
14. Default. It shall be a default if
a. Tenant defaults in the payment of Monthly Rent or any other sums
payable to Landlord when due, and does not cure such default within fifteen (15) calendar days
after written notice from Landlord.
b. Tenant abandons or vacates the Premises for a period longer than thirty
(30) days.
C. Tenant fails, at any time during this Lease (including optional renewal
periods), to conform or comply with any local land use, regulatory, or building permit
conditions issued by the City in connection with the construction, operation, or maintenance of
Tenant's-facilities contemplated in this Lease.
d. Tenant is adjudicated as bankrupt or makes any assignment for the benefit
of creditors.
e. Tenant becomes insolvent; or
LEASE AGREEMENT AT WEST FENWICK PARK—Page 6 of 15
WA0738Reith Road
(Landlord, City of Kent;Tenant. Nextel West Corporation) (March 6,2006)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
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.
15. Cure by Landlord. In the event of any default of this Lease by Tenant, the
Landlord may at any time, after notice, cure the default for the account of and at the expense of
the Tenant. If Landlord is compelled to pay or elects to pay any sum of money or to do any act
which 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 Landlord's rights under this Lease, the sums so paid by Landlord, with all interest, costs and
damages shall be deemed to be Additional Rent and shall be due from the Tenant to Landlord on
the first day of the month following the incurring of the respective expenses. If Tenant disputes
the appropriateness of the Additional Rent in good faith, Tenant will pay such Additional Rent
"under protest". Any payment under protest by Tenant shall not be considered an admission of
liability or a waiver of Tenant's rights under this Agreement, and such payment shall be subject
to refund if Tenant's position is upheld by a court.
16. Optional Termination. Except for instances of default as set forth in Section 14,
this Lease may be terminated (a) by Tenant if it is unable to obtain or maintain any license,
permit, or other governmental approval necessary for the construction and/or operation of the
Antennae Facilities or Tenant's business; (b) by Landlord if the Landlord decides, in its sole
discretion for any reason, to discontinue use of the Premises for city or public purposes; (c) by
Landlord if it determines through verifiable scientific evidence that continued use of the
Premises by Tenant is in fact a threat to health, safety or welfare; (d)by Landlord if Tenant's use
of the Premises violates applicable laws or ordinances; or (e) by Landlord if Tenant loses its
license to provide PCS/cellular service for any reason, including, but not limited to, non-renewal,
expiration, or cancellation of its license.
17. Damages and Attorney's Fees. In the event of an instance of Tenant's default as
identified in Section 14 or Tenant's optional termination in Section 16, Landlord shall be entitled
to the amount of unpaid rent accrue. through the date of termination; and liquidated damages in
the amount of six 6) months rem. If it becomes necessary for the Landlord to use an attorney
and/or bring suit for damages or possession, or if Tenant shall bring any action for any relief
against Landlord, declaratory or otherwise, arising out of this Agreement, the prevailing party
shall have and recover against the other party in addition to the cost allowed by law, such sum as
the court may adjudge to be reasonable attorney's fees.
18. Termination; Notice. Any notice of termination pursuant to Section 16 shall be
given to the other party in writing at least thirty(30) calendar days prior to the termination date
by certified mail, return receipt requested, and shall be effective no sooner than thirty (30)
calendar days from the date of receipt of that notice.
19. Damage or Destruction. If Tenant's improvements or any portion thereof are
destroyed or damaged so as to materially hinder effective use of the Premises through no fault or
negligence of Tenant, Tenant may elect to terminate this Lease upon thirty (30) calendar days'
written notice to Landlord. In such event, Tenant shall promptly remove all improvement from
LEASE AGREEMENT AT WEST FENWICK PARK—Page 7 of 15
WA0738 Reith Road
(Landlord, City of Kent;Tenant: Neste!West Corporation) (March 6,2006)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
the Premises as set forth in Section 5(b) above. This Lease (and Tenant's obligation to pay rent)
shall terminate upon Tenant's fulfillment of the obligations set forth in the preceding sentence, at
which termination Tenant shall be entitled to the reimbursement of any Monthly Rent prepaid by
Tenant. Landlord shall have no obligation to repair any damage to any portion of the Premises.
20. Condemnation. In the event the Premises are taken by eminent domain, this
Lease shall terminate as of the date title to the Premises vests in the condemning authority. In
the event a portion of the Premises is taken by eminent domain, either party shall have the right
to terminate this Lease as of said date of title transfer, by giving thirty(30) days written notice to
the other party. In the event of any taking under the power of eminent domain, Tenant shall not
be entitled to any portion of the reward paid for the taking and the Landlord shall receive full
amount of such award. Tenant shall hereby expressly waive 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, Antennae
Facilities, and leasehold improvements.
21. Indemnity.
a. Disclaimer of Liability: 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
negligent construction, maintenance, repair, use, operation, condition or dismantling of the
Premises, Tenant's Antennae Facilities, and any other improvements made by Tenant.
b. Indemnification: Tenant shall, at its sole cost and expense, indemnify and
hold harmless Landlord and all associated, affiliated, allied and subsidiary entities of Landlord,
now existing or hereinafter created, and their respective officers, boards, commissions,
employees, agents, attorneys, and contractors (hereinafter referred to as "Indemnitees"), from
and against:
(1) Any and all liability, obligation, damages, penalties, claims, liens,
costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses
of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or be
asserted against the Indemnitees by reason of any intentional or negligent act or omission of
Tenant, its personnel, employees, agents, contractors or subcontractors, resulting in personal
injury, bodily injury, sickness, disease or death to any person or damage to, loss of or destruction
of tangible or intangible property, libel, slander, invasion of privacy and unauthorized use of any
trademark, trade name, copyright, patent, service mark or any other right of any person, firm or
corporation, which may arise out of or be in any way connected with the construction,
installation, operation, maintenance, use or condition of Tenant's Antennae Facilities, Tenant's
use of the Premises, Tenant's other improvements, or Tenant's failure to comply with any
federal, state or local statute, ordinance or regulation.
LEASE AGREEMENT AT WEST FENWICK PARK—Page 8 of 15
WA0738Reith Road
(Landlord. City of Kent;Tenant: Nextel West Corporation) (March 6,2006)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
(2) Any and all liabilities, obligations, damages, penalties, claims,
liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and
expenses of attorneys, expert witnesses and other consultants), which are imposed upon, incurred
by or asserted against the Indemnitees by reason of any claim or lien arising out of work, labor,
materials or supplies provided by or supplied to Tenant, its contractors or subcontractors, for the
installation, construction, operation, maintenance or use of the Premises, Tenant's Antennae
Facilities, Tenant's other improvements. Tenant shall cause such claim or lien covering
Landlord's property to be discharged or bonded within twenty (20) days following Tenant's
notice of the same.
(3) Notwithstanding the foregoing, Tenant shall not indemnity, defend
or hold harmless Landlord for any liabilities, obligations, damages, penalties, claims, liens, costs,
charges, losses or expenses (including, without limitation, reasonable fees and expenses of
attorneys, expert witnesses and other consultants), arising out of the Indemnitee's negligence or
willful misconduct.
C. Assumption of Risk: Tenant undertakes and assumes for its officers,
agents, affiliates, contractors and subcontractors and employees all risk of dangerous conditions,
if any, on or about the Premises. Tenant's assumption of risk shall not apply to any latent defects
or other dangerous situation, if Landlord knows or should know that defect or situation to exist
but has not disclosed that information to Tenant.
d. Defense of Indemnitees: In the event any action or proceeding shall be
brought against the Indemnitees by reason of any matter for which the Indemnitees are
indemnified hereunder, Tenant shall, upon notice from any of the Indemnitees, at Tenant's sole
cost and expense, resist and defend the same; provided however, that Tenant shall not admit
liability in any such matter on behalf of the Indemnitees without the written consent of Landlord
and provided further that Indemnitees shall not admit liability for, nor enter into any compromise
or settlement of, any claim for which they are indemnified hereunder, without the prior written
consent of Tenant.
e. Notice Cooperation and Expenses: Landlord shall give Tenant prompt
notice of the making of any claim or the commencement of any action, suit or other proceeding
covered by the provisions of this Section 21. Nothing herein shall be deemed to prevent
Landlord from cooperating with Tenant and participating in the defense of any litigation by
Landlord's attorney so long as the participation is coordinated with Tenant's attorney. Tenant
shall pay all expenses incurred by Landlord in response to any such actions, suits or proceedings.
These expenses shall include all out-of-pocket expenses such as the reasonable value of any
services rendered by the Landlord's attorney; the actual expenses of Landlord's agents,
employees, or expert witnesses; and disbursements and liabilities assumed by Landlord in
connection with such suits, actions or proceedings. Provided, however, these expenses shall not
include attorneys' fees for services that are unnecessarily duplicative of services provided
Landlord by Tenant.
LEASE AGREEMENT AT WEST FENWICK PARK—Page 9 of 15
WA0738Reith Road
(Landlord: City of Kent, Tenant: Neaxel West Corporation) (March 6,2006)
DocuSign Envelope ID:AA977EAC-1072-498A-88D9-8660544FA95F
22. Insurance.
a. Type and Amount: During the term of the Lease, Tenant shall maintain,
or cause to be maintained, in full force and effect and at its sole cost and expense, the following
types and limits of insurance:
(1) Worker's Compensation insurance meeting applicable statutory
requirements and employer's liability insurance with minimum limits of One Hundred Thousand
Dollars($100,000)for each accident.
(2) Comprehensive Commercial General Liability insurance written on
an occurrence basis with limits no less than One Million Dollars ($1,000,000) combined single
limit per occurrence and in the aggregate for bodily injury, personal injury and property damage.
The policy shall provide blanket contractual liability insurance for all written contracts, and shall
include coverage for products and completed operations liability, independent contractor's
liability; coverage for property damage from perils of explosion, collapse or damage to
underground utilities, commonly known as XCU coverage.
(3) Automobile Liability insurance covering all owned, hired, and
non-owned vehicles in use by Tenant, its employees and agents, with personal protection
insurance and property protection insurance to comply with the provisions of state law with
minimum limits of One Million Dollars ($1,000,000.00) as the combined single limit for each
occurrence for bodily injury and property damage.
(4) Excess Liability insurance with limits not less than Four Million
Dollars($4,000,000.00) per occurrence and in the aggregate.
(5) At the start of and during the period of any construction, builders
all-risk insurance, together with an installation floater or equivalent property coverage covering
cables, materials, machinery and supplies of any nature whatsoever which are to be used in or
incidental to the installation of the Antennae Facilities. Upon completion of the installation of
the Antennae Facilities, Tenant shall substitute for the foregoing insurance policies of fire,
extended coverage and vandalism and malicious mischief insurance on the Antennae Facilities.
The amount of insurance at all times shall be representative of the insurable values installed or
constructed.
(6) All policies other than those for Worker's Compensation shall be
written on an occurrence and not on a claim made basis.
(7) The coverage amounts set forth above may be met by a
combination of underlying and umbrella policies so long as in combination the limits equal or
exceed those stated.
LEASE AGREEMENT AT wEST FENWICK PARK—Page 10 of 15
WA0738 Reith Road
(Landlord. City of Kent;Tenant. Matel West Corporation) (11�arch 6,200bj
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
b. Additional Insureds: All policies, except for business interruption and
worker's compensation policies, shall list Landlord and its officials, officers, employees, agents
and assigns, as their respective interests may appear, as additional insureds (herein referred to as
the "Additional Insureds"). Each policy, which is to be endorsed to list Additional Insureds
hereunder, shall contain cross-liability wording, as follows:
In the event of a claim being made hereunder by one insured for
which another insured is or may be liable, then this policy shall
cover such insured against whom a claim is or may be made in the
same manner as if separate policies had been issued to each
insured hereunder.
C. Evidence of Insurance: Certificates of insurance or self insurance for each
insurance policy required to be obtained by Tenant in compliance with this Section, together
with a copy of the endorsement listing the Landlord as additional insured shall be provided to
Landlord prior to the Commencement Date. Tenant shall also provide Landlord written evidence
of payment of required premiums annually during the term of the Lease. Tenant shall
immediately advise Landlord of any claim or litigation that may result in liability to Landlord.
d. Cancellation of Policies of Insurance: All insurance policies maintained
pursuant to this Lease shall contain the following endorsement:
At least sixty (60) days prior written notice shall be given to
Landlord by the insurer of any intention (a) not to renew, (b) to
cancel or (c) to materially alter this insurance policy. Such notice
shall be given by registered mail to the Landlord.
e. Insurance Companies: All insurance shall be effected under valid and
enforceable policies, insured by insurers licensed to do business by the State of Washington or
surplus line carriers on the State of Washington Insurance Commissioner's approved list of
companies qualified to do business in the State of Washington. All insurance carriers and
surplus line carriers shall be rated B+QGII) or better by A.M. Best Company.
f. Deductibles: Any payment of deductible or self-insured retention shall be
the sole responsibility of the Tenant.
g. Contractors: Tenant shall require that each and every one of its
contractors and their subcontractors who perform work on the Premises carry, in full force and
effect, workers' compensation, comprehensive public liability and automobile liability insurance
coverage of the type which Tenant is required to obtain under the terms of this paragraph with
appropriate limits of insurance.
h. Review of Limits: Once during each calendar year during the term of this
Lease, Landlord may review the insurance coverage to be carried by Tenant. If Landlord
reasonably determines that higher limits of coverage are necessary to protect the interests of
LEASE AGREEMENT AT WEST FENWICK PARK—Page 11 of 15
WA0738 Reith Road
(Landlord: City of Kent Tenant: Nextel West Corporation) (March 6,2006)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
Landlord or the Additional Insureds, Tenant shall be so notified and shall obtain the additional
limits of insurance, at its sole cost and expense.
23. Hazardous Substance Indemnification. Tenant represents and warrants that its use
of the Premises herein will not generate any hazardous substance, and it will not negligently or
intentionally store or dispose on the Premises nor transport to or over the Premises any
hazardous substance in violation of any federal or state law. Tenant further agrees to hold
Landlord harmless from and indemnify Landlord against any release of any such hazardous
substance and any damage, loss, or expense or liability resulting from such release including all
attorneys' fees, costs and penalties incurred as a result thereof except any release caused by the
negligence of Landlord, its employees or agents. Similarly, Landlord warrants that the Premises
are free of any hazardous substances and agrees to indemnify and hold Tenant harmless from the
Landlord's negligent or intentional introduction of any hazardous substance by Landlord.
"Hazardous substance" shall be interpreted broadly to mean any substance or material defined or
designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or
radioactive substance, or other similar term by any federal, state or local environmental law,
regulation or rule presently in effect or promulgated in the future, as such laws, regulations or
rules may be amended from time to time; and it shall be interpreted to include, but not be limited
to, any substance which after release into the environment will or may reasonably be anticipated
to cause sickness, death or disease.
24. Holding Over. Any holding over after the expiration of the term hereof, with the
consent of the Landlord, shall be construed to be a tenancy from month to month and Monthly
Rent shall be paid by Tenant at two times the rents herein specified and shall otherwise be on the
terms and conditions herein specified, so far as applicable.
25. Subordination to Mortgage. Any mortgage now or subsequently placed upon any
property of which the Premises are a part shall be deemed to be prior in time and senior to the
rights of the Tenant under this Lease. Tenant subordinate all of its interest in the leasehold estate
created by this Lease to the lien of any such mortgage. Tenant shall, at Landlord's request,
execute any additional documents necessary to indicate this subordination within ten(10) days of
written request by Landlord.
26. Acceptance of Premises. With the exception of latent defects and any hazardous
substance contamination existing prior to the Commencement Date, by taking possession of the
Premises, Tenant accepts the Premises in the condition existing as of the Commencement Date.
Landlord makes no representation or warranty with respect to the condition of the Premises.
27. Estoppel Certificate. Tenant shall, at any time and from time to time upon not
less than thirty (30) days prior request by Landlord, deliver to Landlord a statement in writing
certifying that (a) the Lease is unmodified and in full force (or if there have been modifications,
that the Lease is in full force as modified and identify the modifications); (b) the dates to which
rent and other charges have been paid; (c) so far as the person making the certificate knows,
Landlord is not in default under any provisions of the Lease; and (d) such other matters as
Landlord may reasonably request.
LEASE AGREEMENT AT WEST FENWICK PARK—Page 12 of 15
WA0738 Reith Road
lEandlord: City of Kent;Tenant:Nextel West Corporation) (March 6.2006)
DocuSign Envelope ID:AA977EAC-1072-498A-88D9-8660544FA95F
28, Notices. All notices, requests, demands, and other communications hereunder
shall be in writing and shall be deemed given if personally delivered or mailed, certified mail,
return receipt requested;to the following addresses:
If to Landlord,to: Facilities Manager
City of Kent
220 Fourth Avenue South
Kent, WA 98032
With a copy to: City Clerk
City of Kent
220 Fourth Avenue South
Kent, WA 98032
If to Tenant,to: Nextel West Corporation
1255 Treat Blvd., Suite 800
Walnut Creek, CA 94597-7982
Attn: Property Services
(925)279-2300
With a copy to: Nextel Communications, Inc.
2001 Edmund Halley Drive
Reston, VA 20191-3435
Attn: Regional Legal Services, Contracts Manager
29. Assignment and Subletting.
a. Tenant shall not sublet all or any part of the Premises. Tenant shall not
assign its interest in this Lease without Landlord's prior written consent. Consent by Landlord to
any assignment shall not constitute a waiver of the necessity of such consent to any subsequent
assignment. This prohibition against any assignment or subletting shall be construed to include a
prohibition against any subletting or assignment by operation of law. If this Lease is assigned,
Landlord may collect rent from the assignee, and apply the net amount collected to the rent and
other obligations of Tenant hereunder reserved. Consent by Landlord to an assignment shall not
be deemed a waiver or release of Tenant from the further performance by Tenant of the
covenants on the part of Tenant hereunder contained.
b. If Tenant is a corporation, partnership, or limited liability company, and if
the control thereof changes at any time during the term of this Lease, then Landlord at its option
may, by giving ten (10) days prior written notice to Tenant, declare such change a breach of this
section unless Landlord has previously approved in writing the new controlling party.
LEASE AGREEMENT AT WEST FENWICK PARK—Page 13 of 15
WA0738 Reith Road
(Landlord. City of Kent;Tenant.Neel West Corporation) (March 6,2006)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
C. Any person or entity to which this Lease is assigned pursuant to the
provisions of the Bankruptcy Code, 11 USC §101, et seq., shall be deemed without further act to
have assumed all of the obligations of Tenant arising under this Lease on and after the date of
such assignment. Any such assignee shall upon demand execute and deliver to Landlord an
instrument confirming such assumption. Any monies or other considerations payable or
otherwise to be delivered in connection with such assignment shall be paid to Landlord, shall be
the exclusive property of Landlord, and shall not constitute property of the Tenant or of the
estate of Tenant within the meaning of the Bankruptcy Code. Any monies or other
considerations constituting Landlord' s ,property under the preceding sentence not paid or
delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid to
Landlord.
d. Notwithstanding anything to the contrary in this Lease, Tenant shall have
the right to assign this Lease to any of Tenant's partners or affiliates.
30. Other Leases. Nothing in this Lease shall preclude Landlord from leasing other
space for communications equipment to any person or entity who may be in competition with
Tenant, or any other party.
31. Successors and Assigns. This Lease shall be binding upon and inure to the
benefit of the parties, their respective successors, personal representatives and assigns.
32. Non-Waiver. Failure of Landlord 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 Landlord shall have the rights to enforce such rights at any time
and take such action as might be lawful or authorized hereunder, either in law or equity. The
receipt of any sum paid by.Tenant to Landlord after a breach of this Lease shall not be deemed a
waiver of such breach unless expressly set forth in writing.
33. Taxes.
a. Tenant shall pay all real and personal property taxes (or payments in lieu
of taxes) and assessments for the Premises that are directly the result of Tenant's communication
equipment, if any, which become due and payable during the term of this Lease. All such
payments shall be made, and evidence of all such payments shall be provided to Landlord, at
least ten(10) days prior to the delinquency date of the payment. Tenant shall pay all taxes on its
personal property on the Premises.
b. Tenant shall indemnify Landlord from any and all liability, obligation,
damages, penalties, claims, liens, costs, charges, losses and expenses (including, without
limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which
may be imposed upon, incurred by or be asserted against Tenant in relation to the taxes owed or
assessed on Tenant's Property on the Premises.
LEASE AGREEMENT AT WEST FENWICK PARK—Page 14 of 15
WA0738 ROh Road
(Landlord. City of Kent, Tenant. Nextei West Corporation) (March 6,2006)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
c, If the methods of taxation in effect at the Commencement Date of the
Lease are altered so that in lieu of or as a substitute for any portion of the property taxes and
special assessments now imposed on property there is imposed a tax upon or against the rentals
payable by Tenant to Landlord, Tenant shall pay those amounts in the same manner as provided
for the payment of real and personal property taxes.
34. Miscellaneous.
a. Landlord and Tenant represent that each, respectively, has full right,
power, and authority to execute this Lease.
b. This Lease constitutes the entire agreement and understanding of the
parties and supersedes all offers, negotiations, and other agreements of any kind. There are no
representations or understandings of any kind not set forth herein. Any modification of or
amendment to this Lease must be in writing and executed by both parties.
C. This Lease shall be construed in accordance with the laws of the State of
Washington. Venue and jurisdiction of any lawsuit arising out of the performance or obligations
of this lease shall be in the King County Superior Court, Kent Regional Justice Center, Kent,
Washington.
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.
o
THIS LEASE IS EXECUTED and shall become effective on the last date indicated
below.
LANDLORD: TENANT:
CITY OF KENT NEXTEL WEST CORPORATION
luj
B
Print [ne: h4ea G, y i Print-�Name,:_R a Murdoch
Its: Mayor �/?✓D Its: t✓1 CAL'TIJC` Sit npy , ai 1
DATE: G DATE: ?�/ /�)Lo
APPROVED AS TO FORM: ATTEST:
Law ep rtment BRENDA JACOBER, T CITY CLERK
P.iCivillFtLESlOpenFiles1oR631Ncxte Weesa-watFenwickPa[k030696FineLdoc
LEASE AGREEMENT AT WEST FENWICK PARK—Page 15 of 15
WA0738 Reith Road
(Landlord. City of Kent;Tenant: Nextel West Corporation) (March 6,2006)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
E)YUHIlBIT A
LEGAL DESCRIPTION OF LANDLORD'S PROPERTY
The 14M referred to i st th .g ownitmonts ;i. �I't-44t A the St to o
Tho eaot ha.j , the nort.htas t q4arter of the nazt:k wow +fir. art r M
Sevtjon 27, Township 22 Nbrth, R4109e 4 Mut,- W-9— VR Xing "t;rr,.
T32R WITH that purV are of the west half 1:1 thr narthe00t'a quarter
er3?rterly maM"'g_A:n t.3i. '° MO#"a1i1u' mut:h and 13t`Jr".h of t:t#t ;<orthtrly
METSER WITH H "t'Vi9t:w A 41 =441 , Vl? lk ';<4.iv il#.on Number r 2, ac pr3 Kdi n
to the plat thokof revordtd iO i7s>`4.Ume 106 Of Platt&, Vik9-*!4 21 4x r'£.
4 4. In ring Cma.".." '
Situated in the County of King, State of Washington.
LEASE AGREEMENT-EXHIBIT A
(Landlord: City ojKent;Tenant.Neztel West Corporatton)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
E)a]]Brr B
THAT PORTION OF THE EAST HALF 0? THE NORTHEAST QUARTE X OF
THS NOIRITHWRST QUARTER OF SECTTON 27, TOWIM11P 22 NORTH,
RANGE 4 EAST, W.M. KING COUNTY, WASHIN(�Vl_L)N;
LYING -SOUTHERLY OF THE REITH ROAD D88CV18L'D AS FOLL'OWS"
COMMENCING XX A FOUND 2" BRASS DISK WITH PUNCH 114 CA�rE, LAWN
0.3 FEET AT THE IT T-13RSECTION OF 42ND AVENUE SOVZH WITH REITH'
ROAD, THENCE ALONG A. LINE BETMM-N SAID FOUND 2" RRASS DISK
AND A FOIJIM 1/8" BRASS PIN IN CONCRETE IN CASE, DOWN 0--1
FU.'.T AT '.r1fR TNTERISECTION OF 42ND AVENUE SOUTH WITH SOUTH
261ST STREET, WHICH LIES SOOT 9 04*14'54- EAST A DISTANCE OF
470.54 FEET FROM SAID FOUND 2" BRASS DISK, THENCE SOOTR
04*1V54m EAST A DISTANCE OF 45,,33 FRET; THENCE NORT7
73-0,9'30- WEST, A DISTANCE OF 53 -94 FEET; "UMCE SOUTH
740SIS'12" WEST, A DISTANCE OP 61- 93 FBWr$- THENCE SOUTH
15*03'48'v EAST, A DISTANCE OF 22.50 FEET; THENCE NORTH
74056'12& EAST, A DISTANCE OF 5.00 FEET- TO A POINT ON THE
WESTERLY LINT OF A' PROPOISED EQUIPMENT LEASE AREA, SAID, POINT
HEREINAFTER REFERRED TO AS POINT ,"'A.10 ; THENCE SOUTH
15*03'4$N SAST, A pisTANm or, ,? .50 .FFET TO THE T.RITE, POINT OF
BEGINNING; T14EXCE NORTH 74*56" 12-" EAST, A DIST1isNC2 OF 20.00
FEET TO THE $OUTHMSTS RLY CORNSR, OF. �#ZHIS PROPOSED LWkSR
AREA, SAID CORNER HEREINAFTER REFERRED* TO AS P01b1'`Z *"$. ;
THENCE NORTH 15*03'4:8" WEST, A DISTANCE OF 15.00 FEET;
THENCR 801M 74056'.12" WEST, A DISTANCE OF 20.00 PEST;
THEWICE SOUTH 1S*03'48" EAST, A OTSTVmCE OF 15.00 F8ST TO THE
TRUE POINT OF BEGIMIING.
LEASE AGREEMENT-Exhibit"B"
(Landlord. City of Kent, Tenant:NWel west corporation)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
EXHIBIT C
ACCESS EASEMENT
TtXISIMER WM A TEN FOUl" WIDE ACCESS EASI"J%"NT LYING 5.00
FEET ON EA0J SIDE OF THE FOLLOWING DESCRIBED EXSEMENT
CM M. RL IVE-.
sim,atmim AT THE HE-REm Asove DrsSCRIBED POINT "A' #1 THENCE
SOUrA '74*56'12" WEST, A DISTANCE` OF 5.D0 F99ri THENCE WORTH
IS*03'48 WEST, A DISTIMCE OF 22.50 FEET; 'MIENCE NORo'IM
74*56' 12# EAST, A DISTANCE OF 61-93 FURT THENCE OVIM
73*09'300 EAST, DISTANCE OF 23.0' MOPE, C ' LESS TO THE
WESTIERLY KZRGIN OF 42' AVE, S. AND TIM TEIRMINUS OF SAm
EASEMSNT CEN"ISRLINDi .
EXCEPT ROADS.
LEASE AGREEMENT—Exhibit"C'
(Landlord: City of Kent;Tenant.Nextel West Corporation)
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
EXHIBIT D
SCOPE OF WORK TO BE COMPLETED BY NEXTEL WEST CORPORATION
Installation of a wireless communications facility at West Fenwick Park. A lease area of
20'x15' will be constructed west of the existing Puget Sound Energy pole in a secured
and landscaped compound which will house the radio equipment necessary to operate the
facility. No construction shall begin until all construction drawings are approved by City
of Kent Parks Department. All construction shall be timed to avoid interference with the
City of Kent Parks Department's programming of the Property. A construction schedule
shall be submtitted, by Nextel West Corporation, and approved, by City of Kent Parks
Department prior to construction. A preconstruction meeting shall occur prior to the start
of construction. The General Contractor's attendance at this meeting is mandatory.
LEASE AGREEMENT—Exhibit"D"
(Landlord. City of Kent;Tenant;Nextel West Corporation)
5
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
EXHIBIT B
ADDENDUM ONE
8
TMO Site ID:SE04212A
TMO Signatory Level: L06
NLG-83208
DocuSign Envelope ID:AA977EAC-1072498A-B8D9-8660544FA95F
i
I
ADDENDUM ONE TO LEASE AGREEMENT BETWEEN
THE CITY OF KENT AND NEXTEL WEST CORP.
THIS LEASE ADDENDUM ONE ("Addendum One") is entered into on the date
fully executed below by and between THE CITY OF KENT ("Landlord") and NEXTEL
WEST CORP., a Delaware corporation ("Tenant"), erroneously identified in the Lease
(as that term is defined below) as NEXTEL WEST CORPORATION, a Delaware
corporation, d/b/a Nextel Communications, This Addendum One amends that certain
Lease Agreement entered into between Landlord and Tenant on or about June 21, 2006
(the "Lease") to lease a certain portion of Landlord's property legally described in
Exhibit B.
WHEREAS, pursuant to Section 2 of the Lease the initial term commenced on f
June 30, 2006, and expires on June 29, 2011. Section 2 provides for two (2) extension
terms of five (5) years each exercisable by Tenant as set forth therein. Tenant and
Landlord desire to extend the term of the Lease for the first.extension term which will
run from June 30, 2011, through June 29, 2016;
I
NOW THEREFORE, the Landlord and Tenant hereby agree and covenant as
follows:
i
1. Lease Term. The term of the Lease extension shall be for a term of five
(5) years and shall commence on June 30, 2011 (the"Extension Term Commencement
Date") and shall end on June 29, 2016 (the "Termination Date").
2. Rent. Section 3.a. of the Lease shall be amended as follows:
3.a. Beginning on the Extension Term Commencement Date, Tenant
agrees to pay Landlord as Monthly Rent, without notice or demand, the sum of TWO
THOUSAND DOLLARS AND NO/100 ($2,000.00), plus, if required by law, leasehold tax
at a rate established by the State of Washington, currently 12.84%. Subsequently, the
Rent shall be paid in advance, on or before the first day of the month during the term
hereof. Rent shall be mailed-to: City of Kent, 220 Fourth Avenue South, Kent,
Washington 98032, Attention: Facilities.Superintendent. Notwithstanding anything
contained in the Lease to the contrary, the Monthly Rent for the period June 30, 2011
through January 31, 2012 shall be due and payable within fifteen (15) business days of
full execution of this Addendum One.
3. Certification. Tenant hereby certifies to Landlord, to the best of Tenant's
actual knowledge, that the Lease is in full force and effect-and that there are no
uncured defaults on the part of the Landlord under the Lease.
WA0738-A-REITH ROAD ADDENDUM ONE TO LEASE AGREEMENT - Page 1
(Between City of Kent and Nextel West Corp.
@ West Fenwick Park)
TMO Signatory Level: L06
NLG-83208
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
4. Entire Agreement. Except as amended by this Addendum One, all
provisions of the Lease shall remain in full force and effect except as specifically
modified by this Addendum One.
5. Notices. Tenant's addresses for notice set forth in Section 28 of the Lease
are hereby deleted in their entirety and replaced with the following:
If to Tenant, to: Sprint Nextel Property Services
Mailstop: KSOPHT0101-Z2650
6391 Sprint Parkway
Overland Park, KS 66251-2650
With a mandatory copy to: Sprint Nextel Law Department
Mailstop: KSOPHT0101-Z2020
6391 Sprint Parkway
Overland Park, KS 66251-2020
Attn: Real Estate Attorney
6. General Terms and Conditions
I
(a) All capitalized terms used in this Addendum One, unless otherwise defined
herein, will have the same meaning as the terms contained in the Lease.
(b) In case of any inconsistencies between the terms and conditions contained
in the Lease and the terms and conditions contained in this Addendum One, the terms
and conditions herein will control.
i
(c) This Addendum One may be executed in duplicate counterparts, each of
which will be deemed an original.
i
(d) Each of the parties represents and warrants that it has the right, power,
legal capacity and authority to enter into and perform its respective obligations under
this Addendum One.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum One,
which shall take effect on the last date signed below.
LANDLORD: TENANT:
I
CITY OF K T NEXTEL WEST/CORP.
By: By:
Prin a Suzette Cooke Print Name: Deborah S Howard
Its: a Its: Authori ed e resentative
Date: / 7 3 Date: 24 IZ
i
WA0738-A-REITH ROAD ADDENDUM ONE TO LEASE AGREEMENT- Page 2
(Between City of Kent and Nextel West Corp.
@ West Fen wick Park)
TMO Signatory Level: L06
NLG-83208
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
i
I hereby certify that on the 2;7� day of j
��c[�- , 201�,�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 is
authorized to execute the instrument on behalf of the CITY OF KENT as its Mayor, and
such execution to be the free and voluntary act of such party for the uses and purposes
mentioned in the foregoing instrument.
-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.
gyp. BR/fir,
=9O .ZVTA/r, Amy
U '^; NOTARY PUBLI , in and for the State of Washington
residing at c� Cola]�
s
•;, `q ; c = My appointment ex Tres J—�/-&'— Z--
fill
i8- _
OF WA`JN' tiW'
I
i
j
I
I
i
I
j
I
i
i
WA0738-A-REITH ROAD ADDENDUM ONE TO LEASE AGREEMENT- Page 3
(Between City of Kent and Nextel West Corp.
@ West Fen wick Park)
TMO Signatory Level: L06
NLG-83208
DocuSign Envelope ID:AA977EAC-1072-498A-B8D9-8660544FA95F
STATE OF CALIFORNIA )
ss.
COUNTY OF ORANGE )
On January 24, 2012 before me, Kelly A. McDonough, Notary Public, personally
appeared Deborah S. Howard who proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and acknowledged to
me that she executed the same in her authorized capacity, and that by her signature on
the instrument the person, or the entity upon behalf of which the person acted, executed
the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
-Notary Seal Must Appear Within This Box-
WITNESS my hand and official seal.
NOTARY P BLIC, in and for i Sta e of C H rnia
My app ment expires
KELLY A.MCDONOUCH
COMM. #1944439 z
Notary Public•California o
. Orange County
M Comm.Ex ires Juf 16,2015J
I
I
I
WA0738-A-REITH ROAD ADDENDUM ONE TO LEASE AGREEMENT - Page 4
(Between City of Kent and Nextel West Corp.
Qa West Fenwick Park)
TMO Signatory Level: L06
NLG-83208