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HomeMy WebLinkAboutContract DocuSign Envelope ID:7617E1C8-FB75-4057-9D14-9B6F2DD37C5A CAG-18-088 LICENSE AGREEMENT (616 WEST PERIMETER ROAD,RENTON, WASHINGTON 98057; 289 EAST PERIMETER ROAD,RENTON,WASHINGTON 98057) r THIS LICENSE AGREEMENT ("License"), is made and entered into this 13 day of ,2018,by and between Qwest Corporation,a Colorado corporation, d/b/a CenturyLOnk QC ("Licensee"), and City of Renton, a Washington municipal corporation ("Licensor"). For and in consideration of the mutual benefits to be derived and other valuable consideration the sufficiency of which is hereby acknowledged, the parties hereby agree as follows. 1. THE LICENSE Licensee desires to install and maintain communications services facilities in Licensor's real property commonly known as the Renton Municipal Airport, addressed as 289 East Perimeter Road,Renton,Washington 98057; and 616 West Perimeter Road,Renton,Washington 98057,and designated as King County Parcel No. 0723059007 (the "Licensed Property"), depicted on page 4 of Exhibit A. The Licensed Property is developed with a building (the "Building"), also depicted on page 4 of Exhibit A. The Licensed Property consists only of real property within the limits of the Renton Municipal Airport; the Licensed Property does not include any right-of-way owned or controlled by Licensor. Licensor acknowledges Licensee's request to obtain a non-exclusive license for the limited and exclusive purpose of providing communications services to its retail customers of the Building, including tenants and occupants, and/or to its wholesale customers who provide communications services to tenants and occupants of the Building. Licensor does hereby grant to Licensee a non-exclusive license to use the Licensed Property, subject to the terms and conditions of this License, as follows: Licensee, its employees, agents, contractors and affiliates may: (a) enter into, access and use all parts of the Building, up to and including the roof and any of the Building's conduit which is deemed necessary by Licensee for Licensee to construct, install, operate, maintain, upgrade, monitor and remove any cables and miscellaneous equipment (collectively, "Equipment") at any time or from time to time in order to provide such communications services; and (b) construct, install, operate, maintain, upgrade, monitor and remove Equipment at any time and from time to time over, upon, through and along the Licensed Property, including entrance facilities to the Building, as is deemed necessary by Licensee so that Licensee can provide such communications services, as well as the right of reasonable ingress and egress over and across the Property to access such Equipment. Nothing contained in this Section will be construed as: (i) granting to Licensee any right to engage in any earth disturbing activities in the public right-of-way, and Licensee is responsible for obtaining any required permits for such activities from the applicable entity; (ii) granting to Licensee any property or ownership rights in the Licensed Property or Building or Licensor's other real or personal property, except as may be provided for in this Agreement; (iii) granting to Licensor any right, title or interest in and to the DocuSign Envelope ID:7617E1 C8-FB75-4057-9D14-9B6F2DD37C5A Equipment; or (iv) creating a partnership or joint venture between Licensor and Licensee. Licensee will have exclusive use of any conduit it installs on the Licensed Property. Except as expressly provided otherwise, this License does not constitute an interest in real property, and Licensor shall not be deemed to have granted, conveyed, or transferred an interest in the Property to Licensee by reason of the execution and delivery of this License or the performance by either party of its obligations under this License. Licensee hereby accepts this License and agrees that Licensee's use of the Licensed Property shall conform to the terms and conditions of this License. The license granted by this License is personal to Licensee and may not be assigned or sublicensed by Licensee, except that Licensee may assign this Agreement without the consent of Licensor to any entity that controls,is controlled by or is under common control with Licensee and to any entity that purchases all or substantially all of Licensee's assets in the State of Washington. Licensee shall not grant permission to any other person or entity to use the Licensed Property. 2. LIMITATIONS AND CONDITIONS ON USE In addition to the limitations set forth in Section 1, Licensee's use shall be subject to the following limitations: (a) Licensee shall use the Licensed Property in common with Licensor and all other licensees and tenants of Licensor. (b) Licensee shall exercise all reasonable efforts to assure any activities on the Licensed Property, pursuant to this License, shall not result in any damage or injury to the Licensed Property. Licensee shall be responsible for any damage arising from the activity of Licensee on the Licensed Property in the exercise of the rights of Licensee hereunder, and shall repair such damage, reasonable wear and tear excepted,or, in lieu thereof if mutually agreed by Licensor and Licensee, make a cash settlement therefor. (c) Licensee shall not make any improvements or alterations to the Licensed Property, except as provided in this Agreement. Licensee shall hold Licensor and the Licensed Property harmless from and against any liens of contractors, subcontractors, or other persons supplying goods, services, equipment, materials, or labor to or on behalf of Licensee at the Licensed Property. At the request of Licensor, Licensee shall discharge any such liens. (d) In its use of the Licensed Property,Licensee shall not violate any applicable law,ordinance, deed,restriction or regulation affecting the Licensed Property or any part thereof. Licensee is solely responsible for obtaining all necessary permits, licenses and approvals required from any governmental authority or agency and shall conduct its business at the Licensed Property strictly in conformance with all requirements of any applicable permits, licenses and approvals. DocuSign Envelope ID:7617E1 C8-FB75-4057-9D14-9B6F2DD37C5A (e) Licensee has been advised by Licensor that the following activities are among those prohibited on Licensor's property, including the Licensed Property: use of tobacco products of any kind; possession and/or consumption of alcoholic beverages; possession and/or use of firearms or explosives; possession and/or use of controlled substances and related paraphernalia. Licensee shall take such steps to enforce such prohibitions as Licensor shall reasonably request from time to time. (f) Intentionally Omitted. (g) Licensee may not erect signs or barricades on the Licensed Property without the prior written consent of Licensor,which Licensor may withhold in its sole discretion. Any signs or barricades allowed by Licensor shall be removed by Licensee within sixty (60) days after the termination of this License. (h) Construction. Prior to the commencement of any work in or near the Licensed Property and/or Building (including periodic installation of the Equipment), Licensee will, at its expense,prepare and deliver to Licensor plans describing all proposed work("Installation Plan").Licensee's initial Installation Plan is attached hereto and incorporated herein as ExhibitA and will be deemed approved upon Licensor's execution of this Agreement, subject to Section 2(i), below. Licensee will: (a) perform all work in a safe manner consistent with prudent construction standards; (b) perform all work in such a way as to minimize unreasonable interference with the operation of the Licensed Property and Building; and (c) obtain prior to the commencement of any work all federal, state and municipal permits, licenses and approvals required in connection with such construction and work. (i) Franchise Permit MFP18000215. Licensee acknowledges that this Agreement authorizes only that work shown in the Installation Plan as being located on the Licensed Property. All portions of the work shown in the Installation Plan to occur on,in,over,under,through, or across Licensor's right-of-way is governed by and subject to the franchise permit issued by Licensor on February 14, 2018 as Franchise Permit MFP18000215 / IVR Number: 18000215. (j) Equipment. All risk associated with the Equipment will be borne by Licensee. Licensor will not interfere with Licensee's use,operation or maintenance of the Equipment. Licensor will not be liable for damage to, theft of, misappropriation of, or loss of, the Equipment, regardless of the cause, except if the cause is due to the negligence, unlawful activity or willful misconduct of Licensor, its employees or agents. Within ninety (90) days of the expiration or termination of this Agreement,Licensee will either: (1)at its expense,remove some or all Equipment and its personal property from the Building and the Licensed Property, and repair all damage caused by such removal, reasonable wear and tear excepted; or(2) abandon some or all of the Equipment in place,unavailable for use. DocuSign Envelope ID:7617E1 C8-FB75-4057-9D14-9B6F2DD37C5A 3. TERM This Agreement will terminate upon the earliest to occur of: (a) the date which is 30 days following Licensor's Notice (defined below) to Licensee that Licensee is in default under this Agreement (unless Licensee has cured such default within such 30-day period or, if cure cannot reasonably be completed within 30 days, Licensee has commenced—and is diligently pursuing— cure, in which case Licensee will have a reasonable period to complete cure); (b) the 30th day following written Notice to Licensor by Licensee of its intent to terminate this Agreement; (c) the date of a casualty to all or any portion of the Building if the result of such casualty is, in Licensee's reasonable judgment, to render the continued services by Licensee under this Agreement impractical; or (d) the date of condemnation or taking of all or any portion of the Building or the Licensed Property if the result of such condemnation or taking is, in Licensee's reasonable judgment, to render the continued communications services by Licensee under this Agreement impractical. Except as otherwise provided in the preceding sentence, this Agreement will have an initial term of ten (10) years ("Initial Term"), commencing on the Effective Date, and thereafter will automatically renew for four(4) additional periods of five (5) years each. At any time after the expiration of the Initial Term, if Licensee is not using the Equipment to provide services to any customer on an anniversary of the Effective Date, Licensor may terminate this Agreement upon at least 60 days' prior written Notice to Licensee. If, during this sixty-day notice period, Licensee enters into an agreement with a customer to provide communications services, Licensor's notice of termination will be ineffective. The time period in which this Agreement is in effect will be referred to in this Agreement as the "Term." The License cannot be revoked during the Term except as provided in this Section. 4. LICENSE FEE The License is granted without charge. 5. SERVICES AND UTILITIES Licensor shall have no responsibility to provide any services in association with this License. Licensee is responsible, at its sole risk and expense, to supply all services in connection with Licensee's use of the Licensed Property. Notwithstanding the foregoing, Licensor shall permit Licensee to connect to and use the Property's electrical utility system; provided, however, Licensor will not be obligated to provide electrical capacity in excess of the capacity currently provided at the Property. In the event Licensee requires electrical capacity in excess of the capacity currently provided at the Property, such excessive use by Licensee will be at Licensee's expense. 6. CONDITION; "AS-IS;" DISCLAIMER 6.1 Warranty. Licensor warrants that it is the owner of the Licensed Property and that Licensor has the power and right to grant the License hereunder to Licensee; EXCEPT THAT the Licensed Property is also subject to a leasehold interest, and Licensor makes no representations as to the interests of the holder of such leasehold interest, nor does Licensor's grant herein constitute a grant under such leasehold interest. DocuSign Envelope ID:7617E1 C8-FB75-4057-9D14-9B6F2DD37C5A 6.2.1 DISCLAIMER AND RELEASE. EXCEPT FOR THE WARRANTY IN SECTION 6.1, THE LICENSED PROPERTY, AND ALL OTHER GOODS OR SERVICES PROVIDED OR TO BE PROVIDED IN CONNECTION WITH THIS CONTRACT ARE BEING PROVIDED TO THE LICENSEE "AS-IS, WHERE IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. 6.2.2 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. NEITHER LICENSOR NOR ANY LICENSOR PARTY (DEFINED IN SECTION 6.5) SHALL HAVE ANY OBLIGATION OR LIABILITY TO LICENSEE, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE) OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES. 6.3 Waiver of Claims for Damage to Licensee's Property. Without limiting the generality of any other provision of this Section 6, Licensee does hereby release Licensor from, and waive Licensee's entire claim of recovery for loss of or damage to property arising out of or incident to fire, lightning or any other perils normally included in an "all risk"property insurance policy when such property is located on the Licensed Property. 6.4 Waiver of Subrogation. Licensee shall cause its insurance carriers to waive all rights of subrogation against Licensor to the extent of Licensee's undertakings set out in Section 6.3. 6.5 Definition. "Licensor Party" means Licensor and every officer, employee, agent, or contractor of Licensor (other than Licensee, its directors, officers, employees, agents, contractors, and invitees), and their successors and assigns. 7. MAINTENANCE Licensee, at Licensee's sole cost and expense, shall be responsible throughout the Term for preventing damage to the Licensed Property as a result of the use of the Licensed Property by Licensee. 8. LICENSOR'S ACCESS Licensor shall have the continuing right of access to the Licensed Property; PROVIDED, that Licensor shall not interfere with Licensee's use of the property, so long as Licensee is not in default hereunder. 9. CONDITION AT SURRENDER At the termination of the Term of this License, Licensee shall surrender the Licensed Property to Licensor in the same condition as at the Effective Date, excepting normal wear and tear, casualty, condemnation, and alterations permitted by Licensor, and damage caused by other tenants or licensees of Licensor. DocuSign Envelope ID:7617E1 C8-FB75-4057-9D14-9B6F2DD37C5A 10. INDEMNIFICATION AND INSURANCE (a) Indemnity. Licensee will indemnify, defend, and hold harmless, Licensor and every Licensor Party (as defined in Section 6.5) (hereinafter"Indemnitees") from and against all actions, causes of action, liabilities, claims, suits, penalties, fines, judgments, liens, awards and damages of any kind whatsoever (hereinafter "Claims"), for injury to or death of any person (including without limitation claims brought by employees or invitees of Licensee or employees or invitees of any contractor of Licensee (hereinafter "Contractor")) or damage to or loss of any property or cleanup of any discharge or release by Licensee or any Contractor, and expenses,costs of litigation, and reasonable attorneys' fees related thereto, or incident to establishing the right to indemnification, to the extent such Claims arise out of, or are in any way related to, this License or the presence on the Licensed Property by Licensee,any Contractor or their respective employees or invitees. Licensee expressly waives any immunity under industrial insurance whether arising from Title 51 of the Revised Code of Washington ("RCW") or any other statute or source, to the extent of the indemnity set forth in this Section. In the event that Licensee is successful in proving that the foregoing indemnity is limited by RCW 4.24.115, Licensee shall defend, indemnify and hold harmless the Indemnitees to the full extent allowed by RCW 4.24.115. In no event shall Licensee's obligations hereunder be limited to the extent of any insurance available to or provided by Licensee. Licensee shall require each Contractor who desires access to the Licensed Property to provide an indemnity, enforceable by and for the benefit of the Indemnitees,to the same extent required of the Licensee. Nothing in this Section 10.A is intended to require Licensee to indemnify, defend, or hold harmless for any Claims to the extent they arise out of the negligence or willful misconduct of any Indemnitees. (b) Insurance. Without limiting the liabilities or indemnification obligations of Licensee, Licensee will, at all times during the Term, carry and maintain at its expense the following insurance from insurers with minimum Best's ratings of "A-VII' authorized to do business in Washington: (a)Workers' Compensation insurance in accordance with the law of the state where any work under this Agreement is being performed, including Employers' Liability insurance, with limits not less than One Million Dollars ($1,000,000) each accident; (b) Commercial General Liability insurance, with an occurrence limit of not less than One Million Dollars ($1,000,000) and an aggregate limit of not less than Two Million Dollars ($2,000,000), covering personal injury, bodily injury, death, property damage, products/completed operations and contractual liability; (c)Commercial Automobile Liability insurance,with limits not less than One Million Dollars ($1,000,000) combined single limit per occurrence covering bodily injury and property damage for all owned, non-owned and hired vehicles used in connection with the performance of this Agreement; and(d) "All Risk" property insurance covering its Equipment and other personal property in sufficient amounts to cover any loss of such Equipment and personal property. Licensee shall include Licensor, including its officials, directors, employees and agents, as additional insureds on the policies described in subsections (b) and (c) above. The coverage described in subsection (b) will be primary, and not contributory, to insurance which may be maintained by Licensor, subject to the indemnification provisions of this Agreement. Prior to Licensee commencing any work under this Agreement, Licensee will make available to Licensor evidence of the insurance required herein. Evidence of Licensee's insurance is available at DocuSign Envelope ID:7617E1C8-FB75-4057-9D14-9B6F2DD37C5A www.centurylink.com/moi. Licensee will provide Licensor no less than twenty (20) business days' advance Notice in the event of cancellation of any insurance required in this Agreement. 11. INTENTIONALLY OMITTED. 12. ENVIRONMENTAL MATTERS (a) Definitions. As used herein, the term "Hazardous Substances" means any hazardous, toxic, chemical, or dangerous substance, pollutant, contaminant, waste or material, including petroleum, which is regulated under any and all federal, state, or local statute, ordinance, rule, regulation or common law relating to chemical management, environmental protection, contamination or cleanup including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 as amended (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act as amended(42 U.S.C. § 6901 et seq.)or any other federal, state,county or city law, or any other ordinance or regulation existing or which may exist. As used herein the term "Environmental Laws and Requirements" means any and all federal, state, local laws, statutes (including without limitation the statutes referred to in the first paragraph of this Section 12(a) above),ordinances, rules, regulations and/or common law relating to environmental protection, contamination, the release, generation, production, transport, treatment, processing, use, disposal or storage of Hazardous Substances, and the regulations promulgated by regulatory agencies pursuant to these laws, and any applicable federal, state, and/or local regulatory agency-initiated orders, requirements, obligations, directives, notices, approvals, licenses, or permits, including but not limited to those for the reporting, investigation, cleaning, or remediation of Hazardous Substances on the Licensed Property. (b) Compliance with Laws and Requirements. Except as otherwise agreed by Licensor in writing, Licensee shall be solely responsible at its expense for obtaining any permits, licenses or approvals, and for preparing, maintaining and submitting any records or reports, as required under applicable Environmental Laws and Requirements for its operations hereunder. Licensee shall comply with any and all Environmental Laws and Requirements and shall not cause,permit or allow the presence of and shall not generate, release, store or deposit any Hazardous Substances on or about the Licensed Property in violation of any Environmental Laws and Requirements, or in a manner which may give rise to liability for environmental cleanup, damage to property or personal injury to Licensor, or any other person. Licensee shall not release any Hazardous Substances into the soil, water(including groundwater) or air of the Licensed Property or onto any other adjoining property in violation of Environmental Laws and Requirements,or in a manner which may give rise to liability for environmental cleanup, damage to property or personal injury to Licensor or any other person. In the event of a spill or other release of Hazardous Substances caused by Licensee, its agents, employees, contractors or invitees at or from the Licensed Property,Licensee shall undertake immediate response as required by law, including but not limited to reporting to appropriate agencies, and shall notify Licensor of same as soon as possible. DocuSign Envelope ID:7617E1 C8-FB75-4057-9D14-9B6F2DD37C5A (c) Indemnification. Licensee shall indemnify, hold harmless, and defend Licensor, and its directors, officers, employees, agents, and assigns from any and all claims, losses, damages, response costs and expenses arising out of, or in any way relating to, the violation of any Environmental Laws and Requirements, or to the generation, release, storage, deposit or disposal of Hazardous Substances, to the extent caused by Licensee,its agents,employees,contractors and invitees at any time during the term of this License, including but not limited to: (1) claims of third parties, including governmental agencies, for damages(including personal injury and/or property damage),response costs, fines, penalties, injunctive or other relief; (2) the cost, expense or loss to Licensor of any injunctive relief, including preliminary or temporary injunctive relief, applicable to the Licensor or the Licensed Property; and (3)the expense of reporting the existence of Hazardous Substances to any agency of any state government or the United States as required by applicable laws or regulations, before and after any trial or appeal therefrom whether or not taxable as costs; all of which shall be paid by Licensee when accrued. 13. DEFAULT OF LICENSEE The following shall constitute events of default by Licensee: (a) Licensee's failure to maintain in force or pay the premium for any policy of insurance required to be obtained or maintained by Licensee pursuant to this License; or • (b) Any default by Licensee of its obligations under Section 12 (Environmental Matters); or (c) Licensee's failure to timely progress in the good faith negotiations called for under Section 16(d) (Licensee's Interest; Holdover); or (d) Licensee's failure to observe and perform any other provision, term or condition in this License within sixty (60) days after Licensee receives written Notice of the failure from Licensor, or if the cure cannot reasonably be concluded within sixty (60) days, then if Licensee fails to commence to cure the failure within such sixty (60) day period and thereafter proceed diligently to complete the cure. 14. REMEDIES OF LICENSOR (a) Termination and Removal by Licensor. In the event of a Licensee default, Licensor may, in addition to all other legal or equitable remedies: (a) terminate this License and Licensee's right to possession of the Licensed Property by delivering written Notice of termination to Licensee, and that action shall concurrently terminate the rights of Licensee under this License,or(b)with or without terminating this License, re-enter the Licensed Property by summary proceedings, proceedings in unlawful detainer, eviction or otherwise, and may dispossess Licensee. DocuSign Envelope ID:7617E1 C8-FB75-4057-9D14-9B6F2DD37C5A (b) Payment of Costs. Licensee agrees to be liable for and to pay Licensor all costs incurred by Licensor in connection with the enforcement of Licensor's rights hereunder, including the reasonable fees and disbursements of Licensor's attorneys. Such liability shall survive the termination of this License, the re-entry into the Licensed Property by Licensor,and the commencement of the action to secure possession of the Licensed Property. All amounts not paid to Licensor when due shall bear interest at the annual rate of eight percent(8%). 15. ENFORCEMENT (a) Nonwaiver. No failure by either party to insist upon the strict performance of any agreement, term, covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of such agreement, term, covenant, or condition. No agreement, term, covenant, or condition hereof to be performed or complied with by either party, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by the parties. No waiver of any breach shall affect or alter this License, but each and every agreement, term, covenant and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. (b) Remedies Cumulative. Each right and remedy provided for in this License shall be cumulative and shall be in addition to every other right or remedy provided for in this License or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by either party of any one or more of the rights or remedies provided for in this License or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by such party of any or all other rights or remedies provided for in this License or now or hereafter existing at law or in equity or by statute or otherwise. 16. MISCELLANEOUS (a) Successors and Assigns. Subject to the provisions of this Section 16, all of the provisions of this License shall bind and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns, but Licensee shall not assign this License nor grant any right of possession of the Licensed Property in whole or in part without the prior written consent of Licensor,which Licensor may withhold in its sole discretion; except that, Licensee may assign this Agreement without the consent of Licensor to any entity that controls, is controlled by or is under common control with Licensee and to any entity that purchases all or substantially all of Licensee's assets in the State of Washington.. JIM DocuSign Envelope ID:7617E1 C8-FB75-4057-9D14-9B6F2DD37C5A (b) Notices. Where provision is made herein for notice of any kind,it shall be deemed sufficient,if such notice is addressed as shown below: Licensor: City of Renton/Renton Municipal Airport 616 West Perimeter Road, Unit A Renton, WA 98057 Attn: Airport Manager Licensee: CenturyLink 100 CenturyLink Drive Monroe, LA 71203 Attn: Construction Services All such notices shall be given either by hand or by recognized overnight delivery service,with all fees for next business day delivery prepaid. Notices shall be deemed given when delivered if given by hand or 24 hours after delivery to an overnight delivery service with next business day delivery charges prepaid. (c) Severability. If a court of competent jurisdiction shall determine,to any extent, that any provision, term or condition of this License shall be invalid or unenforceable, that determination shall not affect the remainder of this License, and each provision, term or condition in the remainder of this License shall be valid and enforceable to the extent permitted by law. (d) Licensee's Interest; Holdover. Licensee has no right in the Licensed Property other than the license to use the Licensed Property as set out in this License. Licensee agrees to engage in good faith negotiations with Licensor regarding the terms of an easement in which Licensor would grant Licensee the right to retain Licensee's utility lines,vaults,and other installations within the common areas of Licensor's Renton Airport property, all in exchange for fair compensation to Licensor. Licensee has no right to hold over after the end of the Term and agrees that Licensor may use all legal means to remove Licensee and its property and all Licensee Vehicles from the Licensed Property, if not removed by Licensee within 60 days following the end of the Term, and that Licensee shall reimburse Licensor for all of Licensor's reasonable out-of-pocket expenses in so doing. DocuSign Envelope ID:7617E1 C8-FB75-4057-9D14-9B6F2DD37C5A (e) Attorneys' Fees and Disbursements. Except for actions by Licensor pursuant to Section 14 of this License upon a default by Licensee, if a dispute between Licensor and Licensee arises under this License, each party shall bear its own costs, including but not limited to, attorneys' fees. (f) Captions. The marginal headings or titles to the sections of this License are not a part of the License but are inserted only for convenience. They shall have no effect on the construction or interpretation of any part of this License. (g) Time is of the Essence. Time is of the essence in the performance of all covenants and conditions of this License in which time is a factor. (h) Counterparts, Facsimile and Electronic Mail Signatures. This License may be executed in any number of counterparts,each of which when executed and delivered shall constitute an original License, but all of which together shall constitute one and the same License. Signatures to this Agreement may be transmitted by facsimile or electronic mail, and signatures so transmitted will be deemed the equivalent of delivery of an original signature. (i) Choice of Law. This License shall be governed by the Laws of the State of Washington,without reference to its choice of law rules. (j) Agents and Brokers. Each party represents that it has hired or retained no agent or broker in connection with this License and shall hold the other party harmless from any claim by any agent or broker claiming payment of any commission, finders' fee or the like in connection with this License. (k) No Recording. Neither party shall record this License, nor any memorandum of this License. (1) Survival. Licensee's indemnification obligations set forth in this License shall survive the expiration or early termination of this License and shall not be limited by any provision of this License. (m) Complete Agreement. DocuSign Envelope ID:7617E1 C8-FB75-4057-9D14-9B6F2DD37C5A This License,including Exhibit A,contains the entire and complete agreement between the parties hereto,with all previous negotiations,warranties,covenants,conditions and promises being merged herein. Licensor and Licensee further agree that no alteration, amendment or modification to this License shall be binding upon Licensor or Licensee unless same is first reduced to writing and signed by both Licensor and Licensee. Executed as of the last date written below (the "Effective Date"). [Signatures Appear on the Following Page] DocuSign Envelope ID:7617E1C8-FB75-4057-9D14-9B6F2DD37C5A IN WITNESS WHEREOF,the parties have executed this Agreement as of the date(s) written below. LICENSEE: LICENSOR: Qwest Corporation, a Colorado The City of Renton, corporation, d/b/a CenturyLink QC a Washon municipal corporation ig�njed by:1 _ `\�� y OF RFA„1.%/�/ By: C1w By. C ` ``��������rrrrrrryO -4E986658E4834CC... Name: Greg Hunt Name: Denis Law = * = SEAL Title: Right of Way Agent Title: Mayor Date Signed: 5/7/2018 10:51:39 AM PDT ATTEST• ��A�RA'ED,uQo`N��``` Megan Gregor, Deputy City Clerk Approved as to legal form: Name: Shane Moloney !� Title: City Attorney Date Signed: �jg /d3J DocuSign Envelope ID:7617E1 C8-FB75-4057-9D14-9B6F2DD37C5A Exhibit A INSTALLATION PLAN [Exhibit A Appears on the Following 4 Pages] a c ? 0 W a N O 1 $_ O 6zaJ pFv' w Ca O U Q , 1 Q r h. 01 AO' Q W d � r IV P . ccti 26 9 wg Wwm 2 'q 5 Z yR oo Fe q s W ; 1 p a ° j a a z 4w. a� st a i' 1 Y a I$ 15 0 igx! siaw - CO _-z X_ ggl,is i¢Og aRFI M ."2 Hgl;dwog i g 3 � ods 0 xn§5W, cC;y. a 6 0 x'- Z O y 6 g . 401! ;411 ....J , E 6111331015 .N C (1) 0 4'1►i d9oLS00Z3986-h 106-L90V-9L8d-90 13L 19L OI adolanu3 u61gno00 a g * N H W m '271 N i IN - gym1 LI 1 ° s o0U 3 z > C7� D e o 0 0 p € g 8 i`la w CC H 0 i5 u q � Z M8 8 5 E! g W 2 '',- 2 C� c ; � $ t g i ! 9 W Q -a b S 2 a W 2 -ii 1 ON- 41 (� w �d d 3 3 3 !W ;52g N CC d H /7 0 0 © cl o ' a CD -0 J 0w 11 f W 4 !1 i b () # W c z e 5 r"Ill Li c VLu) . r--> I � 1- 1 1 / — �C II MIMI asJ s >4 z 1n4 L- W CD t W S Y ' °' 8 t l V9OLECOZ�986-t'La6-L90b-9L8d-8o18L 19L:01 adopanu3 u6ignooa 3,,, ,,,. ti• .4. 13 arretiortmatie A 1 --'"' irt-S5---3AV )1911/1‘44S1 „, C4L. 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