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HomeMy WebLinkAboutLease r.rr► LAG-15-001 WIRELESS COMMUNICATION FACILITIES SITE LEASE AGREEMENT THIS WIRELESS COMMUNICATION FACILITIES SITE LEASE AGREEMENT ("Lease") is made as of this day of 1( (the "Effective Date") by and between the City of Renton, a non-charter code city under RCW 35A, and a municipal corporation under the laws of the State of Washington ("Lessor" or "Renton"), and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 575 Morosgo Drive NE, Suite 13- F, West Tower, Atlanta, GA 30324, ("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 98005, commonly referred to as SD2357 Tiffany Park/ Rolling Hills Water Tank, which is legally described in Exhibit A, attached and fully incorporated by reference into this Lease ("Property"); and WHEREAS, the Lessee is engaged in the operation of wireless communication services 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; i✓ *Me 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. Any changes to the location of Lessee's access right described in Exhibit C are 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 transmission and reception of communications signals and for the installation, operation, maintenance and removal at Lessee's sole responsibility and expense, of Lessee's un-staffed communication 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 approval of Renton, Renton's approval not to be unreasonably withheld, and upon such approval, the modifications will be memorialized by a written agreement by 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 2 of 32 *40pe refer to the date on which Renton has executed and acknowledged this Lease, as shown on the first page of this Lease. 5. Term: A. This Lease shall commence as outlined in Section 4 above, and shall expire ten (10) years from the date of such execution ("Initial Term"); provided that this Lease may be extended for up to two additional terms of ten (10) years each (each a "Renewal Term"). Such Renewal Terms shall be automatic unless one party provides written notice to the other party at least six (6) months prior to the expiration of either the Initial Term or the then existing Renewal Term that 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 Adjustments; 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) on the Commencement Date. This fee shall be delivered or mailed to the address in Paragraph 6C below. Lessee may incur additional fees, the amount to be determined by Renton along with supporting documentation detailing that determination, 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 Equipment Facility Area or beginning on the 13th month after the Effective Date ("Rent Commencement Date") as defined in paragraph 4 above. Monthly Rent is the amount as defined in Paragraph 6D below, plus Washington Leasehold Excise Tax, if applicable. 3 of 32 1%w` NNOO 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: 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 and No/100 Dollars ($2,500.00) each month. The initial Rent payment will be forwarded by Lessee to Renton within forty-five (45) days after the Rent Commencement Date. Rent for any partial month 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 (5th) 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 4 of 32 Nft 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 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 5 of 32 UMMO, 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, other than the permitted use as permitted under this Lease, with Renton that will interfere 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 Property, 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 which exist prior to the Effective Date of this Lease, 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 6of32 `wr+ tirr+" 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's police, fire, or other emergency response agencies. 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 equipment causing interference 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 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 the Property, Lessee shall notify the Renton by contacting the Renton Police Department at 911 who will refer the caller to the Renton Public Works' on-call staff. Lessee shall reimburse Public Works 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 7 of 32 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 City of 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. 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 Public Works 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 8 of 32 *ft.r `WOO 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. 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 in 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 except as required by Law. 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 9 of 32 *%NW SNOW 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. D. When Renton determines that the Lessee's facilities 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 Equipment Facility Area in violation of any applicable law or regulation, nor shall Lessee allow any of its agents, 10 of 32 +..r *400 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 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 as permitted or consented to By Renton under this Section 18 shall not serve to release Lessee from it obligations under this Lease, which shall remain in full force and effect for the duration of the Term. 11 of 32 %aw N"Wo 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. B. Subject to Section 9 of this Lease, Renton retains the right, in its sole discretion, 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 Section 9 of this Lease, 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 Section 9 of this Lease, 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 12 of 32 *O... 114 / Property after the Acceptance Date other than merely maintaining the Site Equipment 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 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 Equipment Facility Area. 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 13 of 32 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 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. 2.4. 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 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 coverages by written notice to Lessee, not more often than once per Term 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 14 of 32 *MW 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 (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. Bonds: A. Lessee shall furnish a surety bond and/or performance 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 Lessee's facilities on the Equipment Facility Area 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 m et. 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). 15 of 32 %NAW `'✓ 29. Default and Right to Cure: (a) The following will be deemed a default by Lessee and a breach of this Lease: (i) non-payment of Rent if such Rent remains unpaid for more than thirty (30) days after payment is due; or (ii) Lessee's failure to perform any other term or condition under this Lease within ten (10) calendar days after written notice from Renton specifying the failure. No such failure, however, will be deemed to exist if Lessee has commenced to cure such default within such period and provided that such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to causes beyond the reasonable control of Lessee. If Lessee remains in default beyond any applicable cure period, Renton will have the right to exercise any and all rights and remedies available to it under law and equity. Additionally, Lessee shall be solely liable for any damages to third-parties harmed by Lessee's failure to comply with the terms of this Lease, failure to remedy, and/or failure to cure. (b) The following will be deemed a default by Renton and a breach of this Lease: (i) Renton's failure to provide Access to the Equipment Facility Area as required by this Lease within twenty-four (24) hours after written notice of such failure; (ii) Renton's failure to cure an interference problem as required by this Lease within twenty-four (24) hours after written notice of such failure; or (iii) Renton's failure to perform any term, condition or breach of any warranty or covenant under this Lease within forty-five (45) calendar days after written notice from Lessee specifying the failure. No such failure, however, will be deemed to exist if Renton has commenced to cure the default within such period and provided such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to causes beyond the reasonable control of Renton. A cure shall include, but not be limited to, asking another tenant to remedy an interference problem. If Renton remains in default beyond any applicable cure period, Lessee will have: (i) the right to cure Renton's default and to deduct the costs of such cure from any monies due to Renton from Lessee, and (ii) any and all other rights available to it under law and equity. (c) 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, or failure of Lessee to obtain in a timely manner any insurance. Lessee shall reimburse Renton 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. 16 of 32 i... 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 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 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 17 of 32 1%001 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 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. 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. 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. 18 of 32 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. Lessee breaches 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. Renton breaches any material term or provision of this Lease. 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 19 of 32 vti.r 1*4 ` 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. 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. 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, to be effective when properly sent, addressed as follows or as otherwise specified by during the duration of this Lease: Lessor: City of Renton Community Services Facilities Division 1055 South Grady Way—6th Floor Renton, Washington 98057 Attn: Peter Renner, Facilities Director Lessee: New Cingular Wireless PCS, LLC 575 Morosgo Dr. NE 13-F, West Tower Atlanta, GA 30324 Attn: Network Real Estate Administration With a copy to: New Cingular Wireless PCS, LLC Attn: AT&T Legal Department 208 S. Akard St. Dallas, TX 75202-4206 43. Complete Agreement: This Lease and any attached exhibits constitute the entire agreement between Renton 20 of 32 `ft.►' 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 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. 47. Jurisdiction and Venue: Any lawsuit or legal action brought by any party to enforce or interpret this Lease 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. 21 of 32 **.r **✓` IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the date last written above. CITY OF RENT Attest: L if Name: Denis law Jas n W. Sh , Cit C erk Title: Mayor Y Date: \\\&p\ OFRn Appr ved as to form: a\\o���N Lawrence J. Warren SEAL * " O A City Attorney s; goy 6 JJJ//lUl i(H;i f i It!I I i!1�C'•l\",� 22 of 32 N.r *4100 LESSEE New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager Name: fieri Roper Title: Manager of Real Estate a COnstructon Date: 1.;�-10--IC STATE OF V ) COUNTY OF On this 100-day of '0?CQi-r.6-Q4- , 20 11 personally appeared before me KQ1'h��n e . ate l , a Notary Public in and for the State and County aforesaid, personally appeared 'een I2� , with whom I am personally acquainted, (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged kw self to be the Wa"— of KT~r'i" Wi0Ha., and that She as such _ G,v� ,� executed the foregoing instrument for the purpose therein contained, by signing the name of the corporation by kze self as �.esse� OFFICIAL SEAL NOTARY PUBLIC, residing in KATHERINE E ETZEL NOTARY PUBLIC-OREGON My Commission Expires: 2- 114-11 COMMISSION NO.475698 MY COMMISSION EXPIRES FEBRUARY 14,2017 NOTARY PUBLIC, residing in My Commission Expires: 23 of 32 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 24 of 32 *AW Exhibit A Property That rc,rf- !�n �& th- S"Oh-nst In S-7, "n, described as follows: Beginning at the northeast corner of said subdivision: thence S 01' 50' 3P" W. , --he - iIfLitS of said Aubdivision, a distance of 64162 feet 0-) the true pr-,int or ,--jil-Ining; thence N 88 09'22- W. , a distance of 30. 00 feet; thence S 460 5038- W. , a distance of 766. 99 feet along the northwesterly nwD"n of the First ChAstian Church PIOPerty as '=corded under king ruunty Auditor' s File No. 4615593; thence N 43009'22" W., a distanan of 561. 39 feet to a point on the snut-he,-t3terly margin -)f Fu pt— Drive as recorded under King County Auditor' s File No. 5801096; thence H 40-00' 05- E. alonq said southeasterly margin, a distance of 522.57 feet to a point of curve; thence continuing along said s-utheast-rly margin on a curve to the right having a radius of 416.81 feet, an arc distance of 69n.27 feet; th-nce continuing along said margin S. 45007'35- E. a distance of 46. 67 feet to a point on the easterl-%- limits of said subdivision; thence S Wjo5n' ?2"W, , a distance of feet alnnq said Panterly limits to the true point of beginning. C-ntaininq 12. 97 acres more or less. 25 of 32 Exhibit B Equipment Facility Area � - s Rolling Hills Water Tank i �' f 0, Io o r e Q�Q i i i r � Power and Telco I route to tower i i New AT&T 20'X 35' \ i Gravel Lease Area Access Gate to Water Tank Existing Access Road compound Equipment Compound _� i Access ----— — _ --_._ I N Nouos�m� j 26 of 32 tir.r *"0` Exhibit C Non-Exclusive Access Rights Description In general: The access to the AT & T equipment pad will not require access into our reservoir compound fence but will require access through a gate which blocks the driveway to the equipment pad. We will provide AT & T with a key which they can place in a lock box somewhere near the gate. However, if a technician does not have a key, he can still access the equipment pad by parking at the gate and walking around the gate. In an emergency your equipment pad will be accessible even without a key. To access the antennas, we need to be notified by AT &T in order to provide access to the reservoir ladder. We will not provide a key to AT & T to access the reservoir ladder. Please note that there is no work allowed on the reservoir during non business hours, unless there is an emergency. In an emergency AT & T will have to call 911 and ask that the City of Renton Water Utility, on call personnel respond to the emergency in order to provide access to the reservoir ladder. Thanks, Thomas Malphrus, P. E. City of Renton 1055 S Grady Way Renton, WA 98057 425-430-7313 27 of 32 *err `MOI Exhibit D Site Equipment To the agreement dated 12014, by and between the City of Renton, a municipal corporation, as Lessor and New Cingular Wireless, PCS LLC, a Delaware limited liability company, as Lessee. 1.) Lease area of 20' x 35' 2.) Lessee to install an 11.5' X 26' prefabricated equipment shelter, with generator; location shown on final construction drawings. 3.) Four antenna mounts located at 110' 6" level of Water tank; at rail. 4.) Lessee will mount 12 panel antennas. 5.) Lessee to install 24 RRU units 6.) Lessee to install 24 Cable lines 7.) Lessee to install 4 Surge Protectors 8.) Lessee to install associated ground equipment within prefabricated equipment shelter. 28 of 32 ,=,f Exhibit E Leasehold Excise Tax Exemption if Applicable Per Section 7: 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. 29 of 32 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 cover premises and contractual liability. Renton shall be named as an additional insured on Lessee's Commercial General Liability insurance policy. Lessor's additional insured status shall: 1. be limited to bodily injury, property damage or personal and advertising injury caused, in whole or in part, by Lessee, its employees, agents or independent contractors; 2. not extend to claims for punitive or exemplary damages arising out of the acts or omissions of Lessor, its employees, agents or independent contractors or where such coverage is prohibited by law or to claims arising out of the gross negligence of Lessor, its employees, agents or independent contractors; and 3. not exceed Lessee's indemnification obligation under this Agreement, if any. ii. Property insurance shall be written on an all risk basis. Lessee may self insure this coverage. 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. 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. 30 of 32 ii. The Lessee's insurance shall be endorsed to state that the coverage shall not be cancelled or non renewed and not replaced, except after thirty (30) day prior written notice by certified mail, has been given to Renton. iii. Notwithstanding the forgoing, Lessee may, in its sole discretion, self- insure any of the required insurance under the same terms as required by this Agreement. In the event Lessee elects to self-insure its obligation under this Agreement to include Lessor as an additional insured, and if Lessee assumes the sole responsibility to defend any claim, the following conditions apply: 1. Lessor shall promptly and no later than thirty (30) calendar days after notice, provide Lessee with written notice of any claim, demand, lawsuit, or the like for which it seeks coverage pursuant to this Section and provide Lessee with copies of any demands, notices, summonses, or legal papers received in connection with such claim, demand, lawsuit, or the like; 2. (ii) Lessor shall not settle any such claim, demand, lawsuit, or the like without the prior written consent of Lessee, unless Lessor is required to do so by law or public policy in the State of Washington; and 3. (iii) Lessor shall fully cooperate with Lessee in the defense of the claim, demand, lawsuit, or the like, unless Lessor is prohibited from doing so by law or public policy in the State of Washington. E. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A minus:Vll. F. Verification of Coverage. Lessee shall furnish City with original certificates evidencing the insurance requirements of the Lessee. Lessee shall provide the City with a complete copy of its applicable insurance policies, upon request. G. 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 insurance or self insurance. Landlord's Property Insurance. Landlord shall purchase and maintain during the term of the lease property insurance covering the Building for its full replacement value. 31 of 32 Exhibit G Performance Bond Bond has been ordered and will be included upon execution. 32 of 32