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HomeMy WebLinkAboutLease LAG-14-002 - .' , WIRELESS COMMUNICATION FACILITIES SITE LEASE AGREEMENT THIS SITE LEASE AGREEMENT ("Lease") is made as of this VL day of (the "Effective Date") by and between the City of Renton, a noncharter code city under RCW 35A, and a municipal corporation under the laws of the State of Washington ("Lessor" or "Renton"), and Seattle SMSA Limited Partnership, d/b/a Verizon Wireless, having an office at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920, ("Lessee"). Renton and Lessee are sometime referred to collectively in this Agreement as the "Parties". Renton's Facilities Division ("Facilities") is the custodian of the property. RECITALS WHEREAS, Renton supports increased availability and improved communications services for its citizens and businesses; WHEREAS, Renton's primary responsibility is to provide municipal services to its citizens and businesses and to lease city facilities to private communication companies if such lease will not interfere with the delivery of those municipal services; WHEREAS, opportunities for Renton to lease city property should be marketed to accomplish the greatest exposure and to achieve the best value for Renton and its residents; WHEREAS, city-owned property must be leased at no less than fair market value; and WHEREAS, Renton owns certain improved real property located at 11500 Puget Drive SE, Renton, WA 98055 commonly referred to by Lesee as site "SEA Royal Hill" and by Lessor as site "Rolling Hills Reservoir", which is legally described in Exhibit A, attached and fully incorporated by reference into this Lease Agreement("Property"); and WHEREAS, the Lessee is engaged in the operation of communications facility and uses incidental thereto, and desires to lease from Renton, and Renton is willing to lease that portion of the Property which is marked as the Equipment Facility Area described in Exhibit B, attached and fully incorporated by reference into this Lease; DWT 23895842v2 0052051-000032 DWT 24021178v1 0052051-000032 °� `rrr✓ TERMS OF LEASE NOW THEREFORE, for valuable consideration the sufficiency of which is acknowledged and in consideration of the terms, conditions, covenants and performances contained in this Lease, the Parties mutually agree to incorporate the above-noted Recitals and agree as follows: 1. Renton Represents the following: A. It owns the Property and the Equipment Facility Area and all appurtenances to the Property and Equipment Facility Area not owned by other Lessees; B. It is fully authorized to enter into this Lease; and C. The individual executing this Lease on behalf of the City of Renton is authorized to bind Renton to the provisions of this Lease. 2. Areas Leased / Equipment Facility Area: A. Renton leases to Lessee at Lessee's sole responsibility and expense, a portion of the Property, identified in this Lease as the Equipment Facility Area, (Exhibit B), together with non-exclusive access rights to Renton conduits, as further described in Exhibit C, attached and fully incorporated by reference into this Lease, to and from the Equipment Facility Area through the Property, sufficient for Lessee's use of the Equipment Facility Area, as outlined in Section 3 of this Lease. The location of Lessee's access right is subject to Renton's approval, which approval shall not be unreasonably withheld. B. Lessee has examined the Property and accepts the Equipment Facility Area and surrounding Property as is, in its present condition as part of the consideration of this Lease. 3. Permitted Use: The Lessee may use the Equipment Facility Area only for the installation, operation, maintenance and removal at Lessee's sole responsibility and expense, of Lessee's un- staffed antenna site equipment, to be referred to as "Site Equipment". The Site Equipment on the Property shall comprise only those items described on Exhibit D, attached and fully incorporated by reference into this Lease. The definition of what is included as Lessee's Site Equipment in Exhibit D may only be modified by written agreement of the Parties. Lessee shall not use the Property for any other purpose without Renton's prior written consent, which Renton may withhold for any reason at Renton's sole discretion. 4. Effective Date: All references in this Lease to the "Effective Date", "Acceptance Date", "Commencement Date", "the date hereof", or similar references shall be deemed to refer to the date on which Renton has executed and acknowledged this Lease, as shown on the first page of this Lease. DWT 24021178v1 0052051-000032 2 Of 31 DWT 23895842v2 0052051-000032 4W 140# 5. Term: A. This Lease shall commence as outlined in Section 4 above, and shall expire five (5) years from the date of such execution ("Initial Term"); provided that this Lease may be extended for up to four additional terms of five (5) years each ("Renewal Term"). Such extension shall be automatic unless Lessee provides written notice to Renton at least six (6) months prior to the expiration of either the Initial Term or the first Renewal Term that it does not intend to accept an automatic extension of the Lease. The Initial Term and any Renewal Term(s) shall collectively be referred to as the "Term". B. Notwithstanding the above, if Lessee has not approved the results of the radio frequency test(s) referenced in Section 10 to determine the suitability of the Equipment Facility Area for its intended uses, and/or has not obtained all necessary governmental approvals for the placement and operation of the Site Equipment within six (6) months after the effective date of this Lease, including but not limited to approvals from the Federal Communications Commission (FCC) and/or the Federal Aviation Administration (FAA), as well as applicable land use approvals for such facilities, the Lease shall automatically terminate thirty (30) calendar days after the expiration of such six (6) month period, and Lessee shall remove Lessee's equipment and return the Equipment Facility Area to its respective condition immediately prior to the commencement of the term of the Lease. Such six (6) month period may be extended by Renton for good cause shown. 6. Initial Staff Time; Initial Rent; Subsequent Adiustments; Holdover Rent &Charges for Late Payment: A. Lessee shall pay a one-time fee in the amount of Seven Thousand-Five Hundred Dollars ($7,500) as rent within 45 calendar days of the Commencement Date, as reimbursement for Renton staff time used for plan review, site review and processing the lease through signature. This fee shall be delivered or mailed to the address in Paragraph 6.0 below. Lessee may incur additional fees, the amount to be determined by Renton, if Lessee requests significant revisions to the Equipment Facility Area and/or additional area within the Property. B. At Renton's discretion, a licensed engineer of Renton's choice shall review, inspect, and approve the original installation and any future modifications and additions to the Site Equipment. Lessee shall bear the reasonable cost of such approval and inspection. C. Lessee shall begin paying monthly rent ("Rent") at the time that Lessee provides notice to Renton of Lessee's intent to begin construction of Lessee's facilities at the Lease site or beginning on the 13 month after the Effective Date as defined in paragraph 4 above. Monthly Rent is the amount as defined in Paragraph 6.D below, plus Washington Leasehold Excise Tax, if applicable. Rent payments shall reference, "Highlands Reservoir Antenna Lease," and shall be delivered electronically as approved by the City of Renton Finance Department or mailed to: DWT=24021178v1 0052051-000032 3 Of 31 DWT 23895842v2 0052051-000032 City of Renton Finance Department 1055 South Grady Way Fifth Floor Renton, Washington 98057 D. Initial Rent payable by Lessee shall be Two Thousand-Five Hundred Dollars ($2,500) each month. Rent for any partial month at the beginning or end of the term of this Lease shall be prorated. E. Renton retains the right to identify additional charges/rent in a proportional amount, for any additional requests by Lessee for lease space outside the Equipment Facility Area. Renton may, in its sole discretion, deny such a request for any reason. F. Monthly rent will be automatically adjusted each September throughout the Term of this Lease in proportion to the annual increase in the "All Items" category of the Consumer Price Index for Urban Wage Earners and Clerical Workers published by the Bureau of Labor Statistics of the U.S. Department of Labor for the Seattle-Tacoma- Bremerton, WA Metropolitan Area for the "Base Period" of 1982-84 = 100 ("Index") for the twelve month period ending in June of each year. If an agreement is executed within seven months prior to September, the increases will begin the following September". If the Consumer Price Index declines during a June-to-June period, in no event shall the rent be less than the original rent set forth in the agreement. If the Index is discontinued,the Parties agree to use a locally available comparable substitute. G. Receipt of any Rent by Renton, with knowledge of any breach of this Lease by Lessee, or of any default on the part of Lessee in the observance or performance of any of the conditions or covenants of this Lease shall not be deemed a waiver of any provision of this Lease. H. If after the end of the Initial Term or any Renewal Term, as the case may be, Lessee continues to use the Property without entering into a new lease with Renton, and/or Renton has not provided written notice to Lessee that the Lease will not be renewed, the Lessee shall become a Tenant on a month-to-month basis on the same terms and conditions of this Lease, and pay monthly Rent equivalent to the monthly rent at the time the Term ends. I. If any sums payable to Renton under this Lease are not received by Renton on or before the fifth (5t") day following its due date, the Lessee agrees to pay a late fee of $200 which shall be due and payable with the Rent payment. There shall be a $25 fee assessed to the Lessee if a bank or other financial institution returns a check to Renton with the indication that the check cannot be honored or indicates insufficient funds for electronic payment of Rent. Renton and Lessee agree that such charges represent a fair and reasonable estimate of the costs incurred by Renton by reason of late payments and uncollectible checks, and the failure by the Lessee to pay any such charges by no later than thirty (30) calendar days after Lessee's receipt of written demand for payment by Renton shall be a default under this Lease. Renton's acceptance of less than DWT 24021178v1 0052051-000032 4 of 31 DWT 23895842v2 0052051-000032 err v.A' the full amount of any payment due from the Lessee shall not be deemed an accord and satisfaction, waiver, or compromise of such payment unless specifically agreed to in writing by Renton. 7. Taxes, Assessments & Utilities: The Lessee agrees to pay all taxes and assessments which are the result of Lessee's use of the Property and/or which may become a lien on the interest of Lessee in accordance with RCW 79.44.010 (Lands subject to local assessments), as it exists or may be amended. Lessee shall pay all taxes, including but not limited to leasehold excise taxes, which may be levied or imposed upon the interest of Lessee or by reason of this Lease, unless exempt under RCW 82.29A.130 (Exemptions — Certain property), as it exists or may be amended, which copy of such exemption required to be attached to this Lease as an Exhibit, or if such amount is paid directly to the State of Washington. Within thirty (30) calendar days of Lessee' receipt of Renton's written request, Lessee shall provide to Renton evidence of Lessee's payment of the Washington Leasehold Excise Tax in which Lessee has paid directly to the State of Washington. Lessee is responsible for and agrees to pay for utilities that serve the Equipment Facility Area at the rate charged by the servicing utility company. 8. Permits: Prior to performing any construction work within the Property, Lessee shall secure all necessary federal, state and/or local licenses, proof of agency and permits for the construction and operation of the antenna and associated equipment (collectively referred to hereinafter as "Government Approvals") at its sole expense. Renton authorizes Lessee to make any and all applications and/or submissions necessary to obtain all Government Approvals from all applicable governmental and/or regulatory entities required for construction or operation of the Site Equipment within the Equipment Facility Area. To the extent authorized by law, Renton agrees to cooperate with Lessee, at no cost to Renton other than administrative costs, in the submission and/or processing of any such applications, and agrees to execute any related documents applications, or other submissions that are required. To the extent authorized by law, Renton further agrees to take no unlawful action that will inhibit, impede or delay Lessee's ability to obtain said Governmental Approvals. 9. Non-Interference to Property: A. Lessee shall not use the Equipment Facility Area, Property, adjacent right-of-way, or access areas in any way that materially interferes with any use of the Property for city purposes. Similarly, other than existing use of the Property, Renton shall not use, nor shall Renton permit its tenants, employees, or agents to use any portion of the Property in any way that materially interferes with the operations of Lessee authorized by this Lease. Such new interference shall be terminated immediately upon notice. Notwithstanding the foregoing, nothing in this Paragraph shall be construed to imply that Lessee is seeking or entitled to an exclusive lease with Renton that will interfere DWT 24021178v1 0052051-000032 5 of 31 DWT 23895842v2 0052051-000032 1400, with the use of the Property by Renton, or its other lessees,tenants or equivalents. B. Renton agrees that it will require any other subsequent occupants outside of the historical uses of the Property to provide to Lessee and Renton the same assurances against interference and any Subsequent Occupants outside the historical uses of the Property, shall have the obligation to eliminate any unreasonable interference with the operations of Lessee caused by the Subsequent Occupants. 10. Radio Frequency Interference Study: A. Lessee, at Lessee's sole responsibility and expense, shall perform all necessary tests or studies, including but not limited to radio frequency test(s) to determine the suitability of the Equipment Facility Area for its intended use. Lessee shall, in a timely manner, provide Renton with a complete and accurate copy of any and all such tests or studies. B. Lessee, at Lessee's sole responsibility, shall conduct an interference study. Pre- existing Lessee(s) with communication uses currently located on the Property shall review the results of this study. If as a result of the interference study it is determined that operation of Lessee's Site Equipment would significantly interfere with the operation and use of any other authorized communications facilities on the Site, operated by Renton, other pre-existing authorized communications facilities, or other pre-existing Lessee(s), the Lessee or Renton may terminate the Lease upon thirty (30) calendar days' notice to the other party and neither party shall have any further obligations or responsibilities under the Lease. C. If after Lessee initiates operation of its Site Equipment, Renton has reason to believe that Lessee's operation of its Site Equipment has caused or is causing any electrical, electromagnetic, radio frequency, or other interference with the operation and use of any other authorized communications facilities on the Property, whether operated by Renton, Lessee, or another pre-existing Lessee with rights prior in time to Lessee, Lessee shall promptly commence curative measures until the interference has been corrected to the reasonable satisfaction of the owner of the facilities sustaining interference. If such interference has not been corrected within sixty (60) calendar days of Lessee's receipt of the initial notice from Renton, Lessee or Renton may terminate the Lease upon thirty (30) calendar days' notice to the other party and neither party shall have any further obligations or responsibilities under the Lease. D. Lessee shall not affix or mount any antennas, devices, equipment or related material, in any manner or in any location which would cause degradation in the operation or use of communications systems at the Property which serve Renton or other public users. This would include but not be limited to impacting the received or transmitted signal strength or patterns of any systems at the site serving the needs of Renton. If at any time the operation of Lessee's Site Equipment interferes with the reception or transmission of public safety communications, Lessee shall cease operation of the site until such time as the interference is corrected. Lessee's Site Equipment shall include an emergency override switch for use by Renton that would turn off the DWT 240211780 0052051-000032 6 of 31 DWT 23895842v2 0052051-000032 broadcasting system in case of a public safety emergency. 11. Access and Security for an Equipment Facility Area on Property: A. Lessee is hereby granted a limited and non-exclusive license to enter the Property for maintenance, operation and/or repair of the Equipment Facility at the locations indicated on the access plan, described in Exhibit C, or as further modified to provide an alternative access method to be approved by Renton, which approval may be withheld for any reason. B. Lessee shall make its best effort to maintain, repair, or replace Lessee's ground equipment during Normal Business Hours (8:00 a.m. to 4:30 p.m.). Lessee shall notify the Renton's representative or designee prior to accessing the Property. Facilities may be reached at (425) 430-6605 during Normal Business Hours. Access to Lessee's equipment on Property will require forty-eight (48) hours prior notice to Renton for the maintenance, repair or replacement of said equipment. Access to Property shall be limited to Normal Business Hours and work shall be done in a manner that will not interfere with Renton's primary use of the Property. Should Lessee determine, outside of Normal Business Hours, that emergency access is needed to either the ground equipment or to the equipment on Property, Lessee shall notify the Renton by contacting the Renton Police Department at 911 who will refer the caller to the Renton Facilities' on-call staff. Lessee shall reimburse Facilities for costs incurred for the on-call time to respond to an after-hours access request. C. Renton shall, upon request of Lessee, provide a list of emergency telephone numbers known to Renton of the other lessees of the Property. D. In the event of a public safety emergency at the Property, Renton shall have the right to turn off the Lessee's equipment without prior notification. The Lessee shall ensure that any switches for turning off the Lessee's equipment are properly labeled, include an emergency contact phone number, and are readily accessible to Renton. Renton will endeavor to notify the Lessee as soon as possible of any emergency that requires Renton to turn off Lessee's equipment. E. In the event of any emergency in which any of Lessee's telecommunications facilities located in, above, or under any public way or City-owned property breaks, are damaged, or if Lessee's construction area is otherwise in such a condition as to immediately endanger the property, life, health, or safety of any individual, Lessee shall immediately take the proper emergency measures to repair its facilities, to cure or remedy the dangerous conditions for the protection of property, life, health, or safety of individuals without first applying for and obtaining any permit as required by this Lease. However, this shall not relieve Lessee from the requirement of immediately notifying the Renton by telephone upon learning of the emergency and obtaining any permits necessary after the emergency work. Lessee shall apply for all required permits not later than the second succeeding day during which the Renton City Hall is open for business. DWT 240211780 0052051-000032 7 Of 31 DWT 23895842v2 0052051-000032 F. In the event of a public emergency, such as, but not limited to, road failure, evacuation, natural disasters, hazardous substance spills, and fatal accidents during public use at the Property, Lessee's access may, at Renton's reasonable discretion, be temporarily limited or restricted; provided, that any temporary limitation or restriction in Lessee's access shall be restored as soon as the circumstances shall allow, as determined by Renton. G. For the security of the Property, at Renton's discretion, Lessee may be responsible to provide separate security fencing and gate to the Equipment Facility Area. Lessee will provide Renton's designated Facilities staff with two (2) keys for emergency access to the Equipment Facility Area. Renton may at any time during the Term of this Lease determine that additional security measures are needed at the Property. Lessee shall reimburse Renton for Renton's costs in implementing revised security measures, to the extent that additional costs are incurred due to the presence of Lessee's equipment. Renton also retains the right to revise access procedures during the Term of this Lease. Lessee shall comply with revised access requirements so long as access is maintained according to provisions of the Lease. 12. Utilities &Services: A. Anytime, prior to the execution of the Lease and with twenty-four (24) hours written notice to Renton, Lessee or its surveyor or contractor may, at Lessee's sole expense, enter upon and survey the Equipment Facility Area and Renton's abutting and surrounding property to take measurements, make calculations, review any and all existing easements, property restrictions, if any, and note all other information relevant to Lessee's assessment of the suitability of the Equipment Facility area for its purposes. Said access shall be within Normal Business Hours. B. Renton shall not furnish Lessee with electrical service for the Equipment Facility Area. Lessee may install, at its sole cost and expense, an electrical meter and run such utility lines as may be reasonably necessary to provide electrical service to the Equipment Facility Area, in a location acceptable to Renton, as described in Exhibit C. The provision of such electrical lines and service shall not materially interfere with Renton's normal use of the Property. Renton will not encumber its property for the benefit of the Lessee to provide these services. C. Renton shall not be liable for any damages to any person or property, nor shall Lessee be relieved from any of its obligations under this Lease, as a direct or indirect result of temporary interruption in the electrical power provided to the Equipment Facility Area where such interruption is caused by acts of nature or other acts beyond Renton's control. Under no circumstances shall Renton be liable for indirect or consequential damages resulting from such an interruption. D. Renton shall not be responsible for providing Lessee with any information relating to encumbrances on the Property, including, but not limited to setbacks, utilities or easements of any nature. DWI'24021178v1 0052051-000032 8 of 31 DWT 23895842v2 0052051-000032 `r.+ `*V+ E. Lessee may, if feasible and at its sole expense, install a backup generator in a location acceptable to Renton, in order to provide electrical service to Lessee's Equipment Facility Area during emergency situations where electrical power is not otherwise available. Any back-up generator must be so designed and operated as to not exceed local noise level standards of the applicable City of Renton ordinance or other applicable laws. Back-up generator and associated infrastructure, shall be identified to Lessee's plans and included as part of the initial design review. 13. Compliance with Laws: A. Lessee shall, at all times and at its sole responsibility and expense, comply with all applicable statutes and ordinances, orders, guidelines, policies, directives, rules and regulations of municipal, county, state and federal governmental authorities or regulatory agencies ("Laws") relating to the construction, operation and/or maintenance of the Equipment Facility Area and adjacent Antenna, including FCC regulations for compliance with limits on human exposure to radio frequency (RF) emissions. Lessee shall defend, indemnify and hold harmless Renton and its employees and agents against any claims arising from any violations by Lessee, its agents or employees, of any such Laws. The indemnity provision of this paragraph shall survive the termination or expiration of this Lease. B. Lessee shall not use the Equipment Facility Area for any illegal purposes or violate any applicable Laws, nor create or allow any nuisance or hazardous materials, nor trespass or do any act on the Property that would increase the insurance rates, nor deface, damage or overload the Property's structural components. 14. Advertising Devices, Signs & Lighting: A. Lessee shall not place any advertising devices on or about the Property. B. Lessee shall post and maintain on the Equipment Facility Area appurtenant thereto a sign no larger than eighteen inches (18") square giving an emergency telephone number. No other signs are permitted on or about the Property. Excluded from this restriction are signs required by the FCC. At no time shall Lessee post any sign on Renton's Property without Renton's prior written permission. 15. Installation, Maintenance, and Stewardship: A. At the time of installation of Lessee's equipment, Lessee shall paint the equipment to match the color of the existing surface. When new equipment is added or existing equipment is replaced, it shall be painted to match. B. The Lessee will not interfere with Renton's use of the Property, nor will Lessee or the Lessee's equipment create an electrical current or field that will damage Renton's Property or communications equipment or capability. C. Lessee will not weld to the Property without Renton's prior written consent. DWT 24021178v1 0052051-000032 9 of 31 DWT 23895842v2 0052051-000032 ,*NO- D. When Renton determines that the Property is in need of repainting, the Lessee shall be responsible for all costs associated with preparing and painting all communication facilities (conduit, mounting points, antennas, etc.), preparing and painting the Property surfaces under communication facilities, and preparing and painting the surfaces from the point of the lowest mounted equipment to the top of the of where the equipment is mounted. The Lessee shall pay for costs incurred by Renton including but not limited to engineering, and contract preparation and administration. E. Prior to any operation in which earth, rock, or other material on or below the ground is moved or otherwise displaced to a vertical depth of twelve inches (12") or greater, Lessee must call an underground utility locating service to ascertain the existence of underground utilities. F. Lessee must comply with all provision of RCW 19.122 (Underground utilities). G. Lessee shall, at its own expense and at all times, keep the Equipment Facility Area neat and clean and in a sanitary condition and keep and use the Equipment Facility Area in accordance with all applicable Laws. Lessee shall permit no waste, damage or injury to the Equipment Facility Area. Lessee shall make such repairs as are necessary to maintain the Equipment Facility Area in as good a condition as exists on the date construction of the Equipment Facility Area is completed, subject to reasonable wear and tear. H. Renton shall have no obligation to maintain or safeguard the Equipment Facility Area, except that Renton shall not intentionally permit access to the Equipment Facility Area to any third-party without the prior approval of the Lessee, except as otherwise provided in this Lease. I. If applicable, Lessee shall maintain the surrounding Equipment Facility Area landscape installed by Lessee pursuant to its permits for construction of the Equipment Facility Area, in a manner and frequency consistent with the balance of the Property. Such tasks and frequencies shall be determined by the Utility, following final design and landscape plan approval as required by any such permits. 16. Hazardous Substances: A. Renton represents that it has no actual knowledge of any substance, chemical, or waste (collectively, "Hazardous Substance") on the Property that is identified as hazardous, toxic, or dangerous in any federal, state, or local environmental or safety law or regulation. Lessee shall not introduce or use any such substance on the leased premises in violation of any applicable law or regulation, nor shall Lessee allow any of its agents, contractors or any other person under its control to do the same. B. Lessee will be solely responsible for and will defend, indemnify, and hold Renton, its agents, and employees harmless from and against any and all direct claims, costs, and liabilities including reasonable attorneys' fees and costs, arising out of or in connection with the cleanup or restoration of the property associated with Lessee's use, storage, or disposal of Hazardous Substances or the use, storage, or disposal of such substances by DWT24021178v1 0052051-000032 10 of 31 DWT 23895842v2 0052051-000032 *400, Lessee's agents, contractors,or other persons acting under Lessee's control. 17. Repairs by Renton; Inspection; Increased Maintenance Costs: A. Renton shall have no duty to Lessee to make any repairs or improvements to the Equipment Facility Area except those repairs necessary for the safety of the Lessee. Renton or its representatives shall be provided access to the Equipment Facility Area upon no less than twenty-four(24) hours' notice to Lessee. B. In the event that the presence of Lessee's Site Equipment on the Property or within the Equipment Facility Area results in increased maintenance or repair costs to Renton, Lessee shall, within thirty (30) calendar days of written notification by Renton, which shall include documentation evidencing such increase as the result of Lessee's use, pay Renton for the incremental maintenance or repair costs incurred by Renton. 18. Lessee's Sub-leasing&Assignment: A. Lessee may not sub-lease or co-locate any other broadcast equipment within the Equipment Facility Area,without Renton's prior express written consent. B. Assignment— Neither this Lease, nor any rights created by it, may be assigned, or transferred without Renton's prior written permission. Any such assignment shall be in writing on a form approved by Renton and shall include an assumption of this Lease by the assignee. C. Notwithstanding the foregoing, Lessee may assign its interest in this Lease, without Renton's consent, to any entity which controls, is controlled by, or is under common control with Lessee, or to any entity resulting from any merger or consolidation with Lessee, or to any partner or member of Lessee, or to any partnership in which Lessee is a general partner, or to any person or entity which acquires fifty one percent (51%) or more the ownership of Lessee or fifty-one percent (51%) or more of the assets of Lessee in the Seattle-Tacoma-Everett Area, or to any entity which obtains a security interest in a substantial portion of Lessee's assets; provided, that the assignment includes an assumption of all obligations of Lessee under this Lease by the assignee; and provided further, that Lessee shall provide Renton with a copy of said written assignment and a copy of the Certificate of Insurance in the form required by Section 25., within thirty (30) calendar days prior to the effective date of the assignment. Any such assignment shall not serve to release Lessee from its obligations under this Lease, which shall remain in full force and effect for the duration of the Term. D. Renton's consent to one assignment shall not waive the requirement of obtaining Renton's consent to any subsequent assignment. 19. Renton's Sub-leasing&Assignment: A. Should Renton sell, lease, transfer, or otherwise convey all or any part of the Property that is the subject of this Lease to any transferee other than Lessee, such transfer shall be subject to this Lease. DWT 24021178v 1 0052051-000032 11 Of 31 DWT 23895842x2 0052051-000032 B. Subject to Paragraph 9.A., Renton retains the right to sublease or enter into any type of agreement for any portion of the Property for any reason, including but not limited to, co-locating wireless facilities, if it will not unreasonably interfere with the Lessee's use of the Equipment Facility Area. C. Subject to Paragraph 9.A., Renton retains the right to enter into other Leases with other Lessee's to co-locate within the Property, if it will not unreasonably interfere with Lessee's use of the Equipment Facility Area. D. Renton may transfer and assign its rights and obligations under this Lease and no further liability or obligation shall accrue against Renton, provided that the assignee or transferee assumes, in writing, all of Renton's obligations under this Lease, which shall remain in full force and effect. 20. Renton's Reservation of Right to Maintain & Grant Utility Franchises & Permits: A. Subject to Paragraph 9.A, Renton reserves the right for utility franchise, licensee and permit holders to enter upon the Property to maintain facilities and, for itself, to grant utility franchises, licenses and/or permits across the Property; provided, that such franchises, licenses, or permits do not materially interfere with Lessee's authorized use of the Equipment Facility Area. Such installation will be accomplished in such a manner as to minimize any disruption to Lessee. The franchise, license or permit holder will be required to restore paving, grading and improvements damaged by the installation. B. Lessee will not disturb markers installed by a franchise, license, or permit holder and will contact the franchise, license, or permit holder prior to any excavation in order that the franchise, license, permit holder may locate the utility. It is Lessee's responsibility to protect legally installed underground utilities from damage caused by itself, its contractors, agents and invitees. C. Lessee must comply with RCW 19.122.030 (Notice of excavation to owners of underground facilities -- One-number locator service -- Time for notice -- Marking of underground facilities — Costs) and must subscribe to the one-call locator service for the area in which the Property resides. Failure to comply constitutes material breach of this lease. 21. Improvements, Fixtures and Personal Property: A. Prior to installing any new equipment or other improvements in or on the Property after the Acceptance Date other than merely maintaining the Antenna configuration existing on the Acceptance Date, and prior to making any material changes in such equipment or in the exterior appearance, size or design of any such equipment or the improvements of the Property thereafter during the term of this Lease, including any Renewal Period, Lessee shall submit to Renton for approval such information regarding the proposed work as Renton may request, including, without limitation, plans and specifications of the planned modifications and Lessee's critical path time schedule, for Renton's written approval, which shall not be unreasonably DWT 24021178v1 0052051-000032 12 Of 31 DWT 23895842v2 0052051-000032 withheld or delayed. Prior to commencing construction activities on the Premises, Lessee shall secure approval of a work schedule by Renton. During any construction activities by Lessee at the Property, representatives of the Lessee shall have the right to inspect any and all improvements and to require reasonable revisions to ensure that the respective uses of the Property and Premises are compatible. B. Renton may from time-to-time go upon the Property to inspect any work done by Lessee to insure compliance with the approved plans and specifications, to require reasonable revisions to ensure that the respective uses of the Property are compatible or otherwise. Further, this right shall not impose any obligation upon Renton to make inspections to ascertain the safety of Lessee's improvements or the condition of the Leased Property. 22. Destruction of or Damage to Property, Equipment Facility Area or any Site Structures: A. If the Property, Equipment Facility Area, or any structure on the Property is destroyed or damaged by fire or casualty so as to render the Property and/or Equipment Facility Area wholly unfit for use by the Lessee, and if in the reasonable judgment of Renton the damage cannot be repaired within ninety (90) calendar days following the date of such damage, either party may terminate this Lease upon written notice to the other party, and this Lease shall terminate on the date of such notice and Lessee shall surrender the Equipment Facility Area to Renton within ninety (90) calendar days. Within fifteen (15) calendar days after such damage, Renton shall notify Lessee as to whether Renton expects to complete such repair within ninety (90) calendar days. If the Equipment Facility Area is damaged by fire or casualty, but not rendered wholly unfit for use, Lessee may elect promptly to repair such damage. Renton shall not be liable to Lessee for any indirect or consequential damages including but not limited to inconvenience, annoyance, or loss of profits, nor for any expenses, or any other damage resulting from the repair of such damage, or from any repair, modification, arranging, or rearranging of any portion of the Property or Equipment Facility Area for the termination of this Lease as provided herein, unless the damage was caused by the gross negligence of Renton or its agents or employees. B. In the event the Property and/or Equipment Facility Area will be rebuilt and/or repaired as outlined above, Renton shall consider other temporary locations on the Property at Renton's sole discretion. If both Renton and Lessee approve an area, Lessee may construct, operate and maintain, at its sole expense, a substitute wireless communication facility on the Property until the Site Equipment is fully restored and operational. During the use of the temporary location, Rent shall continue and be payable to Renton. 23. Condemnation: If all or any portion of the Property or the Equipment Facility Area shall be taken or condemned for any public purpose such that the Lessee cannot use its Site Equipment on the Equipment Facility Area, either party may terminate this Lease. All proceeds from DWT24021178v1 0052051-000032 13 of 31 DWT 23895842x2 0052051-000032 any taking or condemnation of the Site or Equipment Facility Area shall belong and be paid to Renton. Lessee shall have all rights to its Site Equipment and personal property, which shall not be included in any taking or condemnation. 24. Fixtures: Renton agrees that, notwithstanding any provision of statutory or common law, the Site Equipment and any other Lessee improvements to the Equipment Facility Area, including but not limited to personal property, shall not become affixed to or a part of the Property or any structure on the Property, but shall remain the exclusive property of the Lessee. Renton and its employees and agents, shall not be liable in any manner for, or on account of, any loss or damage sustained to any property of whatsoever kind stored, kept or maintained in or about the Property, except such claims or losses that may be caused by Renton or it agents or employees. Lessee agrees to save Renton and its employees and agents harmless on account of any claims or liens imposed upon the Site or Equipment Facility Area in connection with alterations or improvements thereto, conducted by Lessee or on behalf of Lessee. 25. Insurance: A. At Lessee's sole cost and expense, Lessee shall maintain throughout the term of this Lease, insurance as set forth in Exhibit F, attached and fully incorporated in this Agreement by reference. B. Renton may require increases in said coverage's by written notice to Lessee, as Renton deems reasonably necessary. 26. Hold Harmless: Renton and its elected officials, officials, employees, agents and volunteers shall not be liable for injury or damage to any persons or property, the Equipment Facility Area, or for any injury or damage to persons or property resulting from the installation, operation or maintenance of the Lessee's equipment on the Property. The Lessee shall protect, defend, indemnify and save harmless Renton, its elected officials, officers, employees, agents and volunteers from any and all costs, claims, demands, causes of action, judgments, liabilities, obligations, costs and expenses (including reasonable attorneys' fees) for deaths or injuries to persons or for loss of damage to property, negligent acts or omissions of Lessee arising out of, or in any way connected with, the use and occupancy of the Property by Lessee, its officers, employees, agents, volunteers and independent contractors, and invitees, and assigns. This indemnity shall further apply to test or other actions of Lessee at the Property during the term of this Lease. Finally, all obligations of Lessee, under this indemnity shall survive and remain enforceable after the expiration or earlier termination of this Lease. Notwithstanding the foregoing, Lessee's indemnity to Renton and its employees and agents shall not include instances where any injury or damage to persons or property and/or any and all claims, demands, causes of action,judgments, liabilities, obligations, costs and expenses DWT 24021178vl 0052051-000032 14 of 31 DWT 23895842v2 0052051-000032 (including reasonable attorneys' fees) for deaths or injuries to persons or for the loss or damage to property, are the result of the negligence or willful misconduct of Renton or its employees, agents, independent contractors, invitees, assigns and subtenants. 27. Performance Bond: A. Lessee shall furnish a surety bond or bonds, attached to this lease as Exhibit G, covering faithful performance of this Lease and payment of all obligations arising there under, including but not limited to proper construction, long-term facility maintenance, rent, timely removal of equipment and restoration. The bond shall be in the amount of Thirty Thousand Dollars ($30,000.00), and be in-force during the entire term or subsequent extensions. The bond shall be in a form acceptable to Renton. The performance bond for this lease shall not only indemnify Renton for the usual performance provisions of this Lease, but in addition shall be a bond to guarantee payment of any and all tax liability of any type, kind, nature or description due as a result of this Lease. The bond shall also guarantee the removal of Lessee's Site Equipment and return of the Equipment Facility Area to its condition prior to installation of Lessee's Site Equipment should Lessee fail to remove said equipment upon termination of the Lease. Said performance bond shall be issued to Renton prior to the issuance of any permits for the construction of its facilities on the leased property and shall include a 90-calendar day cancellation clause. If Renton so uses or applies any portion of the performance bond, Lessee shall, upon notice, restore the performance bond to the full amount above specified, and Lessee's failure to do so shall constitute a material breach of this Lease. B. If Lessee has entered into a separate lease with Renton for other Renton property, Renton will consider permitting Lessee to expand Lessee's existing performance bond to include all obligations for a performance bond under this Lease, provided however, all requirements for the performance bond outlined in this Lease are met. 28. Nondiscrimination: Lessee, for itself, its successors, and assigns as a part of the consideration, does 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, RCW 49.60 (Discrimination —Human rights commission). 29. Performance by Lessee: If Lessee defaults in the performance or observation of any covenant or agreement contained in this Lease, Renton, without notice if deemed by Renton that an emergency exists, or if no emergency, with thirty (30) calendar days' notice, may direct Lessee to stop work and may itself perform or cause to be performed such covenant or agreement and may enter upon the Property for such purpose. Such an emergency shall include, but not be limited to, endangerment of life,the Property. Lessee shall reimburse Renton DWT:24021178v1 0052051-000032 15 of 31 DWT 23895842v2 0052051-000032 *Ape N"101 the entire cost and expense of such performance by Renton within thirty (30) calendar days of the date of Renton's invoice. Any act or thing done by Renton under the provisions of this paragraph shall not be construed as a waiver of any agreement or condition or performance required under this Lease. 30. Restoration of Site by Lessee and Removal of Equipment: Upon the expiration or prior termination of this Lease, Lessee shall restore the Equipment Facility Area to equal to or better than its condition prior to Lessee's occupancy, including removal of Lessee's personal property/equipment, excluding reasonable wear and tear and insured casualty. This work is to be done at Lessee's sole expense and to Renton's reasonable satisfaction. 31. Vacation of Leased Premises: Upon termination of this Lease, Lessee shall cease its operations on and/or use of the Equipment Facility Area. In the event Lessee fails to vacate the Equipment Facility Area from the Property within sixty (60) calendar days of the date of termination, it shall be liable for any and all costs to Renton arising from such failure. 32. Equipment Design: A. The Site Equipment, described in Exhibit D, used within the Property shall be designed, sited and screened using the latest available technology. B. Renton retains the right to review and approve the design and type of materials used to construct the structure within the Equipment Facility Area to ensure it meets Renton's needs within the Property. Lessee shall provide an as-built drawing of the Equipment Facility Area and Site Equipment to the Renton within fourteen (14) calendar days of completing the installation. C. Upon request by Renton, Lessee shall install all underground conduits, including but not limited to power and telephone. Lessee shall be responsible for coordination with other lessee's on the Property to accommodate underground installation. 33. Equipment Modification: If at any time during the term of this Lease, either party believes that technology has changed such that modifications to or replacement of the Site Equipment would result in better communications facilities for Lessee, less interference with other communications facilities on the Property, or less physically or aesthetically obtrusive equipment, the Parties shall make every reasonable effort to cooperate to effectuate such modifications or replacement. 34. Utility Review of Plans &Approval of Contractors: Lessee acknowledges the following: A. The execution of this Lease by Renton shall in no way constitute review and/or DWT 24021178x1 0052051-000032 16 Of 31 DWT 23895842v2 0052051-000032 vw.✓ `"✓ approval by other applicable jurisdictions and permitting authorities. B. Renton retains authority for further review, modification, and approval of the Site Equipment throughout Renton's Permit process. C. This Lease shall be executed after any Right-of-Way, and/or Franchise Agreement but prior to application for any other city permits for wireless communications facilities placement. D. A fully executed Lease between Renton and Lessee, and any required permits are required prior to construction or installation of the Site Equipment on the Property. E. Lessee shall submit plans and specifications of the planned installation for Renton's evaluation and approval. F. Lessee expressly acknowledges and agrees that Renton's rights under this Lease to review, comment on, disapprove and/or accept designs, plans, specifications, work plans, construction, equipment, and/or installation, (i) exist solely for the benefit and protection of Renton and its employees and agents, (ii) do not create or impose upon Renton, and its employees and agents any standard or duty of care toward Lessee, all of which are disclaimed, (iii) may not be relied upon by Lessee in determining whether Lessee has satisfied any and all applicable standards and requirements, and (iv) may not be asserted, nor may the exercise or failure to exercise any such rights by Renton and its employees and agents, be asserted, against Renton and its elected officials, officers, employees, agents, and volunteers by Lessee as a defense, legal or equitable, to Lessee's obligation to fulfill such standards and requirements, notwithstanding any acceptance of work by Renton and its employees and agents. 35. Modifications: This instrument contains all the agreements and conditions made between the Parties and may not be modified orally or in any manner other than by an agreement in writing signed by the Parties. No failure on the part of either party to enforce any covenant or provision herein contained, nor any waiver of any right under this Lease, unless in writing, shall discharge or invalidate such covenant or provision or affect the right of the either party to enforce the same in the event of any subsequent breach or default. 36. Broker's Fee Bourne solely by Lessee: If Lessee is represented by a real estate broker or other agency in this transaction, Lessee shall be fully responsible for any fee due such broker, and shall hold Renton and its employees and agents, harmless from any claims for a commission or related fees. 37. Cooperation in Execution of Subsequent Documents Renton and Lessee agree to cooperate in executing any documents (not including a Memorandum of Lease) necessary to protect the rights granted by this Lease to Renton and Lessee. DWT24021178v1 0052051-000032 17 of 31 DWT 23895842v2 0052051-000032 38. Termination: A. Waiver or acceptance by Renton of any default by Lessee of the terms of this Lease shall not operate as a release of Lessee's responsibility for any prior or subsequent default. B. Renton shall have the right to terminate this Lease immediately, upon written notice, if a receiver is appointed to take possession of Lessee's assets, Lessee makes a general assignment for the benefit of creditors, or Lessee becomes insolvent or takes action under the Bankruptcy Act. C. Renton shall have the right to terminate this Lease, upon thirty (30) calendar days written notice to Lessee, without penalty or further liability to City, upon the occurrence of any of the following events: i. Renton reasonably determines that Lessee's exercise of its rights under this Lease unreasonably interfere with Renton's use of the Property and/or the structures on the Property for the lawful municipal purposes for which Renton owns and administers such structures/site. ii. Renton reasonably determines that Lessee's exercise of its rights under this Lease unreasonably interferes with the use of the Property by a governmental agency with which Renton has an agreement to provide services to Renton, e.g. Valley Communications (911). iii. Subject to Subsection F below, Lessee breaches and/or fails to cure a breach of any material term or covenant of this Lease. iv. The Property is destroyed or damaged so as to substantially and adversely affect the effective use by Lessee for Lessee's equipment, subject to the Lessee's determination (within 10 calendar days) of whether the equipment can be restored or rebuilt. Lessee shall have the option of installing a temporary facility while the above determination is made. Such facility shall be subject to prior review by Renton and shall conform to all codes, facility review, and Laws imposed by any regulatory agency with jurisdiction in the matter. Payment of the monthly rent shall continue throughout the evaluation and temporary installation period. D. Lessee may terminate this Lease without penalty of further liability as follows: i. The approval or consent of any governmental authority necessary for the construction and/or operation of the Site Equipment is withheld, revoked or terminated, or Lessee determines, in its sole discretion, that the cost of obtaining or retaining such approval is cost prohibitive; or ii. Lessee at any time determines in its sole discretion that it desires to discontinue use of the Equipment Facility Area for any reason; or iii. Subject to Subsection G below, Renton breaches and/or fails to cure a breach of any material term or provision of this Lease. DWT24021178vl 0052051-000032 18 of 31 DWT 23895842v2 0052051-000032 `W` `0e E. Upon termination under this section, neither party will owe any further obligation to the other party provided that Lessee is not in arrears in making its Monthly Rent payments; provided however that Lessee shall remove its Site Equipment and restore the site, and provided that, if Lessee terminates this Lease pursuant to Paragraph 38.D.ii., Lessee shall pay Renton a sum equal to six (6) months' rent as Renton's sole remedy for such termination; and provided if Renton terminates this Lease pursuant to Paragraph 38.C.i or ii., Renton shall, at Lessee's option, attempt to find alternative sites on other city property in order to allow Lessee to continue to provide service within Renton. F. In the event there is a material breach by Lessee with respect to any of the provisions of this Lease or its obligations under it, including but not limited to the payment of rent, Renton shall give Lessee written notice of such breach. After receipt of such written notice, Lessee shall have fifteen (15) calendar days in which to cure any monetary breach and thirty (30) calendar days in which to cure any non-monetary breach, provided Lessee shall have such extended period as may be required beyond the thirty (30) calendar days if the nature of the cure is such that it reasonably requires more than thirty (30) calendar days and Lessee commences the cure within the thirty (30) calendar day period and thereafter continuously and diligently pursues the cure to completion. Renton may not maintain any action or effect any remedies for default against Lessee unless and until Lessee has failed to cure the breach within the time periods provided in this Paragraph. G. In the event there is a material breach by Renton with respect to any of the provisions of this Lease or its obligations under it, Lessee shall give Renton written notice of such breach. After receipt of such written notice, Renton shall have thirty (30) calendar days in which to cure any such breach, provided Renton shall have such extended period as may be required beyond the thirty (30) calendar days if the nature of the cure is such that it reasonably requires more than thirty (30) calendar days and Renton commences the cure within the thirty (30) calendar day period and thereafter continuously and diligently pursues the cure to completion. Lessee may not maintain any action or effect any remedies for default against Renton unless and until Renton has failed to cure the breach within the time periods provided in this Paragraph. 39. Non-applicability of Relocation Benefits: Lessee acknowledges that the signing of this Lease does not entitle the Lessee to assistance under RCW 8.26 (Relocation Assistance— Real Property Acquisition Policy). 40. Removal of Site Equipment upon Termination of Lease: Upon the expiration of the Term of this Lease or upon the termination of this Lease pursuant to Section 38, Lessee shall remove all the Site Equipment from the Equipment Facility Area unless otherwise agreed by the Parties; provided that, at Renton's sole option, such Site Equipment shall become the property of Renton. DWT240211780 0052051-000032 19 of 31 DWT 23895842v2 0052051-000032 41. Titles: The titles to sections and paragraphs of this Lease are for convenience only, and shall have no effect on the construction or interpretation of any section or paragraph. 42. Notices: Except as otherwise designated in this Lease, all notices must be in writing and shall be deemed valid given if sent by certified mail, return-receipt requested, or overnight delivery, addressed as follows or as otherwise specified by Renton during the duration of this Lease: Lessor: City of Renton Community Services Facilities Division 1055 South Grady Way Renton, Washington 98057 Attn: Peter Renner, Facilities Director Lessee: Seattle SMSA Limited Partnership d/b/a Verizon Wireless 180 Washington Valley Road Bedminster NJ 07921 Attn: Network Real Estate 43. Complete Agreement: This Lease and any attached exhibits constitute the entire agreement between Renton and Lessee; no prior written or prior, contemporaneous or subsequent oral promises or representations shall be binding except that any subsequently adopted city policies and procedures for telecommunications/communications lease agreements and final permits shall be binding on the Parties. 44. Amendments Except as otherwise be provided,this Lease shall not be amended or changed except by written instrument signed by both Parties. 45. Executed in Counterparts: This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. 46. Governed by Laws of State of Washington; Invalidity of Provisions: This Lease shall be governed by the laws of the State of Washington. If any term or provision of this Lease, or application thereof shall to any extent be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, but shall be valid and enforced to the fullest extent permitted by law. DWT 24021178v1 0052051-000032" 20 Of 31 DWT 23895842v2 0052051-000032 *4w 11000 47. Jurisdiction and Venue: Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, Washington. 48. Binding on Successors: This Lease shall be binding upon and inure to the benefits of the Parties' heirs, executors, administrators, successors and assigns, subject to the conditions set forth in Section 18 herein. 49. 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 Lease shall not constitute a waiver. 50. Memorandum of Lease Agreement: Renton and Lessee shall enter into a short form memorandum of this Lease, in a form suitable for recording under the laws of the State of Washington, referencing this Lease, and all options, which Lessee may, at its expense,file in King County, Washington. IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the date last written above. CITY OF R TON Attest, Name: Denis Law Jaso A. ScFtTi, Deputy City Clerk Title: Mayqr Date: -7 2 Z//'? Appr ed as to form: City Attorney Seattle SMSA Limited Partnership d/b/a Verizon Wireless By: Cellco Partnership, its general partner Z Name: Brian Mecum Title: Area Vice President Network Date: DWT24021178vl 0052051-000032 21 of 31 DWT 23895842v2 0052051-000032 State of California ) ss. County of Orange ) On 49. a04 before me, s ;e o 1'2rijSo.f) , Notary Public, person Ily appeared Brian Mecum 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 he executed the same in his authorized capacity, and that by his 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. WITNESS my hand and official seal. JANICE K. SORENSEN Commission# 1983580 a =-�e�` s Notary Public -California z Z :�,_` . i ature of N tary Public l ,. o Orange County D My Comm.Expires Jul 26,201 Place Notary Seal Above Exhibits • Exhibit A— Property • Exhibit B—Equipment Facility Area • Exhibit C—Non-Exclusive Access Rights Description • Exhibit D—Site Equipment • Exhibit E— Leasehold Excise Tax Exemption if Applicable • Exhibit F—Insurance • Exhibit G - Performance Bond DWT 240211780 0052051-000032 22 Of 31 DWT 23895842v2 0052051-000032 This page intentionally left blank t :r; 23 of 31 Dt4�'P �8+�32QID11 Exhibit A Property THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 20,TOWNSHIP 23 NORTH, RANGE 5 EAST, W.M., IN ICNG COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS; COMMENCING AT THE NORTHEAST CORNER OF SAID SUBDIVISION; THENCE SOUTH 01 050'38"WEST ALONG THE EAST MARGIN OF SAID SUBDIVISION 646.62 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 88 009'22" WEST 30 FEET; THENCE SOUTH 46 05038"WEST 766.92 FEET ALONG THE NORTHWESTERLY MARGIN OF PROPERTY DEEDED TO THE FIRST CHRISTIAN CHURCH UNDER RECORDING NUMBER 5615593; THENCE NORTH 43 009'22" WEST 561.35 FEET,MORE OR LESS,TO THE SOUTHEASTERLY MARGIN OF PUGET DRIVE SOUTHEAST; THENCE NORTH 40000'05"WEST ALONG SAID SOUTHEASTERLY MARGIN 522.57 FEETTOA POINT OF CURVE; THENCE CONTINUING ALONG SAID SOUTHEASTERLY MARGIN ON A CURVE TO THE RIGHT HAVING A RADIUS OF 416.87 FEET A DISTANCE OF 690.27 FEET; THENCE CONTINUING ALONG SAID MARGIN A DISTANCE OF 46.67 FEET TO THE EASTERLY LINE OF SAID SUBDIVISION; THENCE SOUTH 01°50'38"WEST ALONG SAID EASTERLY MARGIN 280.88 FEET TO THE TRUE POINT OF BEGINNING. 24 of 31 DWT 23895842v2 0052051-000032 DWT 24021178v1 0052051-000032 Exhibit B Equipment Facility Area •......IE)ADJACENT PROPERTY .. LINE(TYF) (EIPADMOUNTED--^ APPROXIL 1AT£LOCAT)ON CV LESSEE'SPOWER SOURCE }` APPROX.LOCAnONOF ,k\ LESSEE'S POWER ROl7TE (E:IELCOIFIB R T©LEASE ARFA PEOE:SI'AI;AP PR(AIk dTE � LOCATION OF LESSEE'S' 'S. ♦ *�; - �, TELCQ'FiBEFi SOURCE • + .................. � ```—{E}STALL CHAfN �........ r LINK FENCE I .}`♦....(E)SUBJECT / A PROPERTY LINE(TYR) (E)WATER r^'F. TA.Y?Q NO 20�3Q`6106 .._ DEPARTAt1T BLDG �APPROX.-LOCATION t7F AREA'12.56M ACRES f! T LESSEE'STELCGIRBER ROUTE TO LEASE AREA (E)WATER RESERVOIR r "' APPROX LOCK rill OF ,�... ... LESaEES INIGRES'EGRESS `°E3 OTHER CARRIER r y�`FR 7M PU�x_ QRI JE GE COTt,Et7U1R PADS s '� +,,, _, t`)134'-O".ALL CITY OF RENTrI-t4 WATER � TOWER Wi'LESSEE'S M,rENtLA i LMNTEO TO(E)HANDRAIL LESSEE'SS P PROD CTAREA � .N ll s�\�',•� ' 1' AW'RGX.LOCATION (P) N� LESSEErS 12'q WIDE `ASS Ste``. 1 �,.......iE f'4.4: ACCESS EASEMENT ^h. j�'i ` % ACCESS ROAD 7N AAli At 1.)NG(E)0 RAVEL ./' `tj '..� !� ---iE CxU;.N LINK _ N ACCES. GATE W OVERALL SITE PLAN 41 \ APP ROXtfN.ATE LOCATIO N OF UG .4 HYBRIDCAEYEIODAX TRENCHFROM `\444 ,,1 ♦44 R. "'•'`• ;�, '<l LEASEARLATOWATER TOWER i "\ ( ,.♦ _ i 't -...._APPROXIMATE LOCATION OF 45050 FT(I V-O'x 301.0`) 4 ♦ )` LESSEE'S LEASE AREA 4 4 4� 44 ,4 l 4 4 4 'A { (........(E)TREE(TYP} ♦4 '^ ♦``` '.. .. .,,......... .�t ? f. ACCESSGATE .., ..w�' ....i. APFRCIx.LOCA110NCFiF:LE.S":EE, MN 12'-01,WIDE ACCESS EASBVIENT ♦ .� 4 '`.,'♦, AI )NG(F)GRAVEL ROAD APPROX LOCATIONCf=(PT LESSEE'S TECH PARKING AREA 44 Y ON ,. �+...♦ 5 (F..)GRAVEL.ACCESS ROAD ENLARGED SITE PLAN TAXI DNO.: CPMFRO,ECTNO: 5408 5-EETTITLE SITE NAME 202305-9109 NO, DATE DIC DESCRIPTION OVERALL ROYAL HILL SITE ADDRESS 0 03-•11-14 GSIGS 9O%REVEW SITE P6Q" RENTON.VJA98055 SCALE,NT %EET'1 CFI 25 of 31 DWT 23895842v2 0052051.000032 *w„ `✓ Exhibit C Non-Exclusive Access Rights Description Open site access. No restrictions at this time. This is subject to change should Renton require setting a designated access route due to new security site restrictions. DWT'24021178v1 0052051-000032 26 Of 31 DWT 23895842v2 0052051-000032 fir►` `��rr+►' Exhibit D Site Equipment r. I ,.lireluuaas:�crvc �� ttm� % SNE4GM FiRCW£xYJ Ph'lftfi lG � 6$�3R$$r •• ...... r; ``.... "/rte ,�`-.. -iNj£45 Nki.O PVG LY.MLRAYSF.' .....�fyeruLeHniw tav�Fews. ray g........, ,.,,.. \ A Uiri#E`E}'EFCE TQ!l EEN'.E: Adz ,•.•� ,••.. — E r r F w Y,?Fliii^.iN!&f.T,PtEEP.EY»T K tDGTc A3 rs'.:a;rze3(nv Ej 1.1� s-naae-cuxc w X fFiMAA MLfiNY' idfA ^� 1 rF. .,......w f ` .. 27 of 31 DWT 23895842v2 0052051-000032 **Awe Exhibit E Leasehold Excise Tax Exemption if Applicable Tax Exemption not applicable 28 of 31 DWT 23895842v2 0052051-000032 DWT 24021178v1 0052051-000032 N%✓ Exhibit F Insurance Insurance. The Lessee shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property that may arise from or in connection with the Lessee's operation and use of the leased Property. A. Minimum Scope of Insurance. Lessee shall obtain insurance of the types described below: i. Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 or equivalent and shall cover premises and contractual liability. Renton shall be named as an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured-Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage. ii. Property insurance shall be written on an all risk basis. B. Minimum Amounts of Insurance. Lessee shall maintain the following insurance limits: i. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence,$2,000,000 general aggregate. ii. Property insurance shall be written covering the full value of Lessee's property and improvements with no coinsurance provisions. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: i. The Lessee's insurance coverage shall be primary insurance as respect Renton. Any Insurance, self-insurance, or insurance pool coverage maintained by Renton shall be excess of the Lessee's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANIL E. Verification of Coverage. Lessee shall furnish City with original certificates and a copy of the additional insured endorsements, evidencing the insurance requirements of the Lessee. F. Waiver of Subrogation. Lessee and Landlord hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insu.rance. DWT24021178v1 0052051-000032 29 of 31 DWT 23895842v2 0052051-000032 r.r1 Landlord's Property Insurance. Landlord shall purchase and maintain during the term of the lease all-risk property insurance covering the Building for their full replacement value without any coinsurance provisions. DWT24021178v1 0052051-000032 30 Of 31 DWT 23895842v2 0052051-000032 Exhibit G Performance Bond [See Attached] DWT24021178v1 0052051-000032 31 of 31 DWT 23895842v2 0052051-000032 i Performance Bond Amount:$30,000.00 Bond No. CMS0273706 KNOW ALL MEN BY THESE PRESENTS: That we,Verizon Wireless (VAW) LLC d/b/a Verizon Wireless, One Verizon Way,Basking Ridge,NJ 07920, as Principal,hereinafter called j Principal, and RLI Insurance Company, 9025 North Lindbergh Drive, Peoria, IL 61615, a corporation duly organized under the laws of the State of IL , as Surety, hereinafter called Surety, are held and firmly bound unto City of Renton, 1055 South Grady Way, Renton,WA 98057,as Obligee,hereinafter called the Obligee,in the sum of Thirty Thousand and 00/100 Dollars ($30,000.00) for the payment of which we bind ourselves,our heirs,executors, administrators, successors and assigns,jointly and severally,by these presents. WHEREAS,the Obligee has issued the Principal a special use permit related SEA Royal Hill Cell Site and as a requirement of such permit the Principal is obligated to remove the telecommunications equipment from property located at 11500 Puget Drive, Renton,WA 98055; Location code: 264817 upon discontinuance of service. WHEREAS, the Obligee has agreed to accept this bond as security for performance of Principal's obligations under said agreement during the tune period this bond remains in effect. NOW, THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal shall perform its obligations under said agreement as stipulated above, then this obligation shall be void, otherwise to remain in full force and effect,unless otherwise cancelled as hereinafter provided. PROVIDED HOWEVER, that this bond is executed subject to the following express provisions and conditions: 1. In the event of default by the Principal, Obligee shall deliver to Surety a written statement of the details of such default within 30 days after the Obligee shall learn of the same, such notice to be delivered by certified mail to address of said Surety as stated herein. 2. This bond may be terminated or canceled by surety by giving not less than sixty (60) days written notice to the Obligee, stating therein the effective date of such termination or cancellation. Such notice shall not limit or terminate any obligations resulting from default by the Principal that may have accrued under this bond as a result of default by Principal prior to the effective date of such termination. 3. Neither cancellation nor termination of this bond by Surety,nor inability of Principal to file a replacement bond or replacement security for its obligations, shall constitute a loss to the Obligee recoverable under this bond. 4. No claun, action, suit or proceeding shall be instituted against this bond unless same be brought or instituted and process served within one year after termination or cancellation of this bond. 5. No right of action shall accrue on this bond for the use of any person, corporation or entity other than the Obligee named herein or the heirs, executors,administrators or successors of the Obligee. I I fir►` NWO Bond No. CMS0273706 6. TIie aggregate liability-of the surety is limited to the penal sum stated herein regardless of the number of years this bond remains ul force or the amount or number of claims brought against this bond. 7. If any, conflict or inconsistency-exists between the Surety's obligations as described in this bond and as may be described in any underlying agreement,permit,document or contract to which this bond is related, then the terms of this bond shall prevail in all respects. 8. This bond shall not bind the Surety=unless the bond is accepted by the Obligee If the Obligee objects to any language contained herein,within 30 days of the date this bond is signed and sealed by the Surety, Obligee shall return this bond, certified mail or express courier, to the Surety at its address at: RLI Surety 9025 N. Lindbergh Drive Peoria,IL 61615 Failure to return the bond as desalbed above shall constitute Obligee's acceptance of the terms and conditions herein. IN WITNESS WHEREOF,the above bounded Principal and Surety, have hereunto signed and sealed this bond effective this 8th day of April,2014. Verizon Wireless (VAX LLC RLI Insurance Company= d/b/a Verizon Wireless 1 4�ww—� UcmO-aks, eke& ftx Dit trl MenuelDone mey-In-Fact (Wvouc yitw RLI Surety ` POWER QF ATTORNEY RLI P.O.Box 3967 I Peoria,[L 61612-3967 Phone:(800)645-2402 ! Fax:(309)689-2036 RLI Insurance Company www.rlicorp.com Know All Men by These Presents: That this Power of Attorney is not valid or in effect unless attached to the bond which it authorizes executed, but may be detached by the approving officer if desired. That RLI Insurance Company,an Illinois corporation,does hereby make,constitute and appoint: Menuel Jones,Myrna L.Smith,Elvia E.Foil Jeffrey yler Christine Hession jointly or severally in the City of Washington , State of District of Columbia its true and lawful Agent and Attorney in Fact, with full power and authority hereby conferred, to sign, execute, acknowledge and deliver for and on its behalf as Surety, the following described bond. Any and all bonds provided the bond penalty does not exceed Twenty Five Million Dollars($25,000,000.00). The acknowledgment and execution of such bond by the said Attorney in Fact shall be as binding upon this Company as if such bond had been executed and acknowledged by the regularly elected officers of this Company. The RLI Insurance Company further certifies that the following is a true and exact copy of the Resolution adopted by the Board of Directors of RLI Insurance Company,and now in force to-wit: "All bonds,policies,undertakings,Powers of Attorney or other obligations of the corporation shall be executed in the corporate name of the Company by the President,Secretary,any Assistant Secretary,Treasurer,or any Vice President,or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or Agents who shall have authority to issue bonds,policies or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds,policies,undertakings,Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile." IN WITNESS WHEREOF, the RLI Insurance Company has caused these presents to be executed by its Vice President with its corporate seal affixed this 29th day of January , 2014 o""i C'a0"",,+ RLI Insurance Company VjPO By: x Roy C.Di Vice President ,)State of Illinois C+I N tYtg•4d County of Peoria SS )) CERTIFICATE On this 29th day of January 2Q14 before me,a Notary Public, I, the undersigned officer of RLI Insurance Company, a stock personally appeared Roy C. Die who being by me duly sworn, corporation of the State of Illinois,do hereby certify that the attached Is acknowledged that he signed the above Power of Attorney as the aforesaid Power of Attorney is in full force and effect and is irrevocable; and officer of the RLI Insurance Company and acknowledged said instrument to furthermore, that the Resolution of the Company as set forth in the be the voluntary act and deed of said corporation. Power of Attorney, is now in force. In testimony whereof, I have lrereu t my ham nd the seal of the LI Insurance Company this day of By . Jacque e M.Bockler Notary Public RLI Insurance Company "Quay "OFFICLEXPIRES01/1018 SEAL" sin eor JACQUELINBOCKLER Bv: —^ _ ttuNptS COMMISSION Roy C.Di Vice President A0058707 N"01 FILED FOR RECORD AT REQUEST OF AND WHEN RECORDED RETURN TO: Davis Wright Tremaine LLP Attn: C. Eng 777108 th Avenue NE, Suite 2300 Bellevue, WA 98004-5149 Space above this line is for Recorder's use. Memorandum of Lease Lessor: City of Renton, a municipal corporation Lessee: Seattle SMSA Limited Partnership d/b/a Verizon Wireless Legal Description: Portion of the SE 1/4, S20, T23N,R5E, W.M., County of King, State of Washington Official legal description as Exhibit A Assessor's Tax Parcel ID#: 202305910905 Reference# (if applicable): 1 SEA ROYALHILL 4/4/2014 DWT 23649350v1 0052051-000032 MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE evidences that a Wireless Communication Facilities Site Lease Agreement ("Lease") was entered into as of �,L.U�, 2� , 201 , by and between City of Renton, a municipal corporation ("Lessor"), and Seattle SMSA Limited Partnership d/b/a Verizon Wireless ("Lessee"), for certain real property located in Renton, County of King, State of Washington, within the property of Lessor which is described in Exhibit "A"attached hereto ("Legal Description"), together with a right of access and to install and maintain utilities, for an initial term of five (5)years commencing as provided for in the Lease, which term is subject to Lessee's rights to extend the term of the Lease as provided in the Lease. IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Memorandum of Lease as of the day and year last below written. LESSOR: City of Renton, a municipal corporation By: k ak�o � Name: Den ' s Law, Mayor ATTEST: Jas n A. eth, Deputy City Clerk LESSEE: Seattle SMSA Limited Partnership d/b/a Verizon Wireless By Cellco Partnership, its General Partner By: Brian Mecum Area Vice President Network Date: Exhibit A—Legal Description 2 SEA ROYALHILL 4/4/2014 DWT 23649350v 1 0052051-000032 "*rr+, *Wlf LESSOR ACKNOWLEDGEMENT STATE OF VJC -' L-ry--, ) ss. COUNTY OF �\r'`C'A ) n On this day of , 201 ,-before me, a Notary Public,�'n and for the State o .131 , per nally appeared personally known to me (or p oved to me on the basis of satisfactory evidence)to be the person who executed this instrument, on oath stated that s author'zed to e ec t th instrument, and acknowledged it as the c,r � - of City of Renton, a municipal corporation,to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. R .0 A . No rqq :7 . r OTA Y LIC i n and o the State of LIC liding at t , V � ,r•2 `��My appoint Tent expires it L.1 _FO•.,27-1A,.G,�0111 Print Name �« / -P WA SO +++ 3 SEA ROYALHILL 4/4/2014 DWT 23649350v1 0052051-000032 *#Aw" LESSEE ACKNOWLEDGMENT CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ) ) ss. County of Orange ) On O before me,��q^iCQ � (1` ar\ , Notary Public, personalty appeared Brian Mecum, 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 he executed the same in his authorized capacity, and that by his 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. WITNESS my hand and official seal. JANICE K. SORENSEN Signat re o ary Public Commission# 1983580 a :r=ee& Notary Public-California z 2 :M_�_- D Z z< r.y Orange County My Comm.Expires Jul 26,2016 Place Notary Seal Above 4 SEA ROYAL}IILL 4/4/2014 DWT 23649350v 1 0052051-000032 a EXHIBIT A LEGAL DESCRIPTION The land in the County of King,State of Washington,described as follows: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 20,TOWNSHIP 23 NORTH,RANGE 5 EAST, W.M,,IN KING COUNTY,WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SUBDIVISION; THENCE SOUTH 011150'38"WEST ALONG THE EAST MARGIN OF SAID SUBDIVISION£46.62 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 881109'22°WEST 30 FEET; THENCE SOUTH 46 950'38"WEST 766.92 FEET ALONG THE NORTHWESTERLY MARGIN OF PROPERTY DEEDED TO THE FIRST CHRISTIAN CHURCH UNDER RECORDING NUMBER 5615593; THENCE NORTH 43 009'22"WEST 561.35 FEET,MORE OR LESS,TO THE SOUTHEASTERLY MARGIN OF PUGET DRIVE SOUTHEAST; THENCE NORTH 40 000'05"WEST ALONG SAID SOUTHEASTERLY MARGIN 522.57 FEET TO A POINT OF CURVE; THENCE CONTINUING ALONG SAID SOUTHEASTERLY MARGIN ON A CURVE TO THE RIGHT HAVING A RADIUS OF 416.87 FEET A DISTANCE OF 69D.27 FEET; THENCE CONTINUING ALONG SAID MARGIN A DISTANCE OF 46.67 FEET TO THE EASTERLY LINE OF SAID SUBDIVISION; THENCE SOUTH 01°50'38"WEST ALONG SAID EASTERLY MARGIN 280.88 FEETTO THE TRUE POINT OF BEGINNING. 5 SEA ROYALHILL 4/4/2014 DWT 23649350v1 0052051-000032