HomeMy WebLinkAboutLease LAG-97-004
Site # SEA O,14 A
OPTION AND SITE LEASE AGREEMENT
THIS OPTION AND SITE LEASE AGREEMENT(this "Agreement") is entered into this zsffl
day of-1kNr5, 1997 ("Date of Agreement") by and between CITY OF RENTON
, a corporation ("Lessor") and USWEST
COMMUNICATIONS WIRELESS GROUP, a division of USWEST Communications, Inc., a
Colorado Corporation ("Lessee") whose address is 1999 Broadway, Tenth Floor, Denver,
Colorado 80202.
WHEREAS, Lessor is the owner of certain real property including building(s) as more
particularly described in Exhibit A attached hereto and made a part hereof by this reference
("Property"); and
WHEREAS, Lessee desires to obtain an option on the Property for the purpose of
occupying and installing its Communication Facilities as more specifically set forth below.
WHEREFORE, Lessor and Lessee agree as follows:
1. Lessor for and in consideration of this agreement and mutual considerations,
the receipt whereof is hereby acknowledged, does hereby grant and convey unto Lessee, its
successors, assigns, and agents an Option to lease the Property for the Permitted Use as set
forth in paragraph three below. (see addendum)
2. Option. The option to lease Lessor's Property may be exercised by Lessee at any
time within the first 18 months of the Date of Agreement ("Option Period") by providing Lessor
with written notice of Lessee's intent. Lessor agrees that Lessee may extend the OFtion Period
by six additional months by providing Lessor with written notice prior to the expiration of the
original Option Period and by paying Lessor, at the time Lessee requests the extension, mutual
considerations.
3. Permitted Use. The location on Lessor's Property which Lessee is occupying and
installing its facilities shall be referred to as the "Site". (see addendum)
(a) Lessee shall have the right, at its expense, to install, construct,
reconstruct and maintain on the Site communication facilities including, without limitation,
radio and other communication transmitting and receiving antennas, support mounts, cables,
equipment, equipment storage structures and other improvements relating thereto (collectively
the "Communication Facilities"). Lessee shall have the right to modify, supplement, replace,
upgrade or relocate the Communication Facilities on the Property at any time during the term
of the lease so long as said relocation, replacement or upgrade is made for the purpose of
improving the operation of its Communication Facilities, with prior written consent of Lessor,
which shall not be unreasonably withheld. (see addendum)
(b) Lessee shall be entitled to reasonable access to the Site 24 hours a day,
seven days per week, and shall have all additional rights of access, ingress and egress to and
from each Site, provided however, except in the case of an emergency, Lessee shall notify
Lessor in advance of Lessee's proposed construction, maintenance or repair activities to be
performed on the Site in order to coordinate said activities with Lessor's operations.
(c) Lessee shall pay any incremental additional utility charges to the Site
incurred as a result of Lessee's Permitted Use. Lessee shall have a right, at its expense, to
install or improve utilities within or on the Property to service this Site.
*49e
4. Term. This Lease, if executed, shall be for a term of five years ("Lease Term"),
and shall commence on the date that the Lessee places its written notice to Lessor in the
mailbox, return receipt requested of its intei:i to execute its right to lease the Property. Lessee
shall have a right to renew the Lease Term four additional terms at five year terms each (each
being a "Renewal Term"). (see addendum)
5. Rent. (see adendurn)
(a) Each month during the initial Lease Term Lessee shall pay
hundred dollars ($ ) ("Lease Payment") to Lessor as Rent. Said rent shall be payable in
advance to Lessor on or before the first day of each calendar month. Each additional Lease
Renewal Term shall be paid as follows.
Renewal Term 1 -Year 6 - 10 $ /Month
Renewal Term 2 -Year 11 - 15 $ /Month
Renewal Term 3 -Year 16 - 20 $ /Month
Renewal Term 4 -Year 21 - 25 $ /Month
(b) Lessee shall pay, as additional rent, any increase in real property taxes
levied against the site, which is directly attributable to Lessee's use of the site, and Lessor
agrees to furnish proof of such increase to Lessee.
6. Due Diligence. During the Option Period and any option extension, Lessee, its
agents, engineers, contractors shall have the right to enter upon Lessor's Property to inspect,
examine, sample and conduct all engineering tests or studies of the Site, to apply for and
obtain all licenses and permits required for the Lessee's Permitted Use from all applicable
governmental or regulatory entities, and otherwise do those things on the Site that, in the
opinion of Lessee, are necessary to determine the physical condition of the Site, Lessor's title to
the Site and the feasibility or suitability of the Site for Lessee's Permitted Use, all at Lessee's
expense. Lessee shall not be liable to Lessor or any third party on account of any pre-existing
defect or condition on or with respect to the Site, whether or not such defect or condition is
disclosed by Lessee's inspection, although Leasee shall be responsible for any damage, loss or
destruction to the Site as a result of the actions of its employees, representatives or agents
during the due diligence activities.
7. Interference. (see addendum)
(a) Lessee shall not use the Site in any way that interferes with the existing
use by: (i) Lessor or (ii) tenants or licensees of Lessor holding rights to such Site on the date of
this Agreement ("Existing Tenants").
(b) Lessor warrants to Lessee the use and quiet enjoyment of the Site.
Lessor agrees that it shall not use, nor shall it permit its tenants, Lessees, employees, invitees
or agents to use, any portion of the Property in any way which would interfere with the
operation of Lessee, provided that continued use by Lessor or Existing Tenants in the same
manner as existed at the time the Lease was executed shall not constitute interference with
Lessee's operations.
8. Environmental Matters. (see addendum)
(a) Lessee will be solely responsible for and will defend, indemnify and hold
Lessor, 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
2
`r.r ti.r
with the cleanup or restoration of the property associated with the Lessee's use of Hazardous
Materials.
(b) Lessor will be solely responsible for and will defend, indemnify, and hold
Lessee, 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 removal, cleanup, or restoration of the property with respect to Hazardous Materials
from any and all sources other than those Hazardous Materials introduced to the property by
Lessee.
(c) "Hazardous Materials" means asbestos or any hazardous substance,
waste or materials as defined in any federal, state, or local environmental or safety law or
regulation including, but not limited to, CERCLA.
(d) The obligations of this section eight shall survive the expiration or other
termination of this Agreement.
9. Insurance/Indemnification/Eminent Domain. Lessee shall maintain at its
expense commercial general liability insurance covering actions by Lessee providing for a limit
of not less than $1,000,000.00 single limits, bodily injury and/or property damage combined,
for damages arising out of bodily injuries to or death of all persons and for damages to or
destruction of property, including the loss of use thereof. Coverage shall include ii-dependent
contractor's protection, premises-operations, products/completed operations and cr.ntractual
liability with respect to the liability assumed by Lessee hereunder. Lessor and Lessee shall look
solely to insurance for loss due to any damage which is covered by insurance and neither
party's insurance company shall be subrogated to a claim against the other party. In the event
Lessee is self insured, Lessee shall supply Lessor with a certificate of self-insurance which
complies with the policy limitations set forth above. Each party shall indemnify and defend the
other against loss from their negligent acts and that negligent act of their employees agents,
licensees, and invitees. The parties shall share in a condemnation award in proportion to their
interest in the Property taken. (see addendum)
10. Assignment and Subleasing. (see addendum)
(a) Upon Lessor's written consent, which shall not be unreasonably
withheld, Lessee may assign this Lease, in part or in whole, including its right to renew, to any
person or business entity which is licensed by the Federal Communications Commission.
(b) Lessee may sublet and assign this Lease, or portion thereof, and its
other rights hereunder to any person or business entity which is a parent, subsidiary or
affiliate of Lessee without Lessor's consent.
(c) Upon notification to Lessor of any assignment, Lessee shall be relieved of
all performance, liabilities and obligations under this Option and Site Lease Agreement.
(d) In the event Lessor elects to permit another communications user the
right to use any of Lessor's Property, Lessor agrees to notify Lessee thirty (30) days prior to the
issuance of such authority for the purpose of determining whether the third party
communications user will interfere with Lessee's use or intended use of the Site. Should
Lessee notify Lessor in writing that the third party communications will interfere with Lessee's
operations, then Lessor agrees not to permit the third party communications user the right to
use the Site. Lessee's consent shall not be unreasonably withheld.
3
11. Termination. This Option and Site Lease Agreement may be terminated as
follows: (see addendum)
(a) by Lessor if Lessee fails to cure a default for payment of amounts due
hereunder within thirty (30) days after Lessee's receipt of written notice of default from Lessor;
(b) by the non-defaulting party if the other party defaults (other than a
default described in Section 11(a) above) and fails to cure such default within sixty (60) days
after written notice of such default is received by the defaulting party from the non-defaulting
party; provided, however, that if such default is capable of being cured, the Lease may not be
terminated so long as the defaulting party commences appropriate curative action within such
sixty (60) day period and thereafter diligently prosecutes such cure to completion as promptly
as possible;
(c) by Lessee upon sixty (60) days prior written notice.
12. Successors and Assigns. This Agreement shall run with the Property and shall
be binding upon and inure to the benefit of the parties, their respective successors, personal
representatives and assigns.
13. Representation and Warranties. Each party covenants and warrants to the
other that (i) it has full right, power and authority to execute this Option and Site Lease
Agreement and has the power to grant all rights hereunder; (ii) its execution and performance
of this Agreement will not violate any laws, ordinances, covenants, or the provisions of any
mortgage, lease or other agreement binding on said party; and (iii) the execution and delivery of
this Agreement, and the performance of its obligations hereunder, have been duly authorized
by all necessary personnel or corporate officers and do not violate any provisions of law or the
party's certificate of incorporation or bylaws or any other arrangement, provision of law or court
order or decree.
14. Notices. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed given if personally delivered, or mailed by certified mail,
return receipt requested, to the following addresses:
If to Lessor, to: If to Lessee, to:
USWEST Communications, Inc.
C/O USWEST Business Resources, Inc.
188 Inverness Drive West, Suite 420
Englewood, Colorado 80112
Attention: Attn: PSL Manager/PCS Real Estate with a copy to:
with a copy to:
USWEST Communications Wireless Group
1249 NE 145th #105
Seattle, WA 98155
Attention: Regional Real Estate "vlanager
15. Miscellaneous. (see addendum)
(a) This Option and Site Lease Agreement shall constitute the entire
agreement and understanding of the parties with respect to the Property that Is the subject
matter thereof and supersedes all offers, negotiations and other agreements with respect
thereto. There are no representations or understandings of any kind not set forth herein. Any
amendment. to this Agreement must be in writing and executed by both parties.
4
(b) Any claim, controversy or dispute arising out of this Agreement shall be
settled by arbitration in accordance with the applicable rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. The arbitration shall be conducted in the county ;where the
property is located. There shall be no discovery other than the exchange of information which
is provided to the arbitrator by the parties. The arbitrator shall have the authority ,nly to
award compensatory damages and shall not have authority to award punitive damages or other
noncompensatory damages; the parties hereby waive all rights to and claims for monetary
awards other than compensatory damages.
(c) Either party hereto that is represented in this transaction by a broker,
agent or commission salesperson (a "Representative") shall be fully and exclusively responsible
for the payment of any fee, commission or other compensation owing to such Representative,
and shall indemnify and hold the other party harmless from and against any claim to a fee,
commission or other compensation asserted by such Representative, including reasonable
attorneys' fees and costs incurred in defending such claim.
(d) If any term of this Agreement is found to be void or invalid, such
invalidity shall not affect the remaining terms of this Agreement, which shall continue in full
force and effect.
(e) By executing this Agreement, the parties are not establishing any joint
undertaking,joint venture or partnership. Each party shall be deemed an independent
contractor and shall act solely for its own account.
The parties have entered into this Agreement as of the date first stated above.
LESSOR: LESSEE:
USWEST Communications, Inc.
CITY OF RENTON nn
BY: BY: Ck.
esse Tanner ITS: torney-in-Fact
ITS: Mayor
USWEST Communications Wireless Group
Federal Tax I.D. or
Social Security No. / BY:
r?
ATTEST: ITS: V.P.OPERATIONS&ENGINEERING
Marilyn J. Pet6kW, City Clerk
ATTEST:
City of Renton Tax Identification #
91-6001271
5
LAG-97-004
CONSENT TO ASSIGNMENT OF AGREEMENT
Re: Option and Site Lease Agreement,as amended (the"Agreement")
Agreement Date: 6/13/1997
Site ID# SEA044A
Lease/Agreement ID#WARW0093A
Site Address: 3410 NE 12th St,Renton,WA 98056 ("Property")
The undersigned Landlord/ Licensor/ Landowner hereby consents to the assignment of the Agreement
by Qwest Wireless, L.L.C. to Cellco Partnership d/b/a Verizon Wireless or to one of its affiliates,
including Verizon Wireless (VAW) LLC, in accordance with the letter from Qwest Wireless, L.L.C. to
the Landlord/Licensor/Landowner dated August 31,2004.
Date: 1/49 / 0 , 200S
City of Renton
By: --e0tietA5Lk''l
(Signatu )
Name: Kathy Keolker—Wheeler
(Printed Name)
Title: Mayor
By: igeitMXt � }4a4—,t
(Signature)
Name: Bonnie I. Walton
(Printed Name)
Title: City Clerk