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HomeMy WebLinkAboutLease LAG-06-012 WIRELESS COMMUNICATION FACILITIES SITE LEASE AGREEMENT This Telecommunications Lease Agreement("Lease")is entered into by and between the City of Renton("City"),a municipal corporation of the state of Washington,and CIearwire LLC,a Nevada limited liability company("Lessee").The City's Water Utility("Utility")is the custodian of the Property. RECITALS WHEREAS,the City supports increased availability and improved communications services for its citizens and businesses; and WHEREAS,the primary responsibility of the City is to provide municipal services to its citizens and businesses and the leasing of City facilities to private communication companies should not interfere with the delivery of those services;and WHEREAS,the City is a partner with Valley Communications, an 800 MHZ system that provides public safety communications access for governmental and public in South King County;and .___...._.._--..-_-_.._.___.--__..__.._..__ ............... .__...-..._...... WHEREAS,opportunities to lease City property should be marketed to accomplish the greatest exposure and to achieve the best value for the City; and WHEREAS,City-owned property must be leased at no less than fair market value;and WHEREAS,the City owns certain improved real property located at 2401 Puget Drive S., Renton,Washington,commonly referred to as the Rolling Hills Reservoir site,which is legally described in Exhibit A,attached hereto("Property"),and WHEREAS,the Lessee is engaged in the operation of a Telecommunication facility and desires to lease from the City, and the City is willing to lease that portion of the Property which is marked as the Equipment Facility Area described in Exhibit B,attached hereto and incorporated herein; i TERMS OF LEASE 'NOW THEREFORE,for valuable consideration the sufficiency of which is hereby acknowledged and in consideration of the terms,conditions,covenants and performances contained herein,it is mutually agreed as follows: i. City Represents A. It owns the Property and the Equipment Facility Area and all appurtenances thereto not owned by other Lessees; i i 1 of 27 i HAFile Sys\WTR-Drinking Water UErlity\WTR-12-LegailWTR 12-OOXX-Clearwire-at-Rolling-Hills- Reservoir\Clem*reLeaseAgreementFinal.doc f t B= It is fully authorized to enter into this Lease;and C. The individual executing this Lease is authorized to bind the City to the provisions hereof 2. Areas Leased I Equipment Facility ea A. The City hereby leases to Lessee at Lessee's sole responsibility and expense,a portion of the Property,identified herein as the Equipment Facility Area,as defined and described in Exhibit B incorporated herein by reference,together with non-exclusive access rights, as further described in Exhibit C,incorporated herein by reference,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 herein.The location of Lessee's access right is subject to the approval of the Utility,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. ! l i 3. Permitted Use ` The Lessee may use the Equipment Facility Area only for the installation,operation, maintenance and removal at Lessee's sole responsibility and expense,of Lessee's un staffed antenna site equipment,herein after referred to as"Site Equipment".The Site Equipment on the 1 Property shall comprise only those items described on Exhibit D,attached hereto and incorporated herein.The definition of what is included as Lessee's Site Equipment in Exhibit D j may be modified by written agreement of Lessee and the Utility. Lessee shall not use the Property for any other purpose whatsoever without the prior written consent of the City,which consent may be withheld for any reason. 4. Effective Date I All references in this Lease to the"Effective Date","Acceptance Date", "Commencement Date", "the date hereof",or similar references shall be deemed to refer to the date on which the City has executed and acknowledged this Lease,as shown on the signature and acknowled g ement page hereof. 5. Term: A. This Lease shall commence as outlined in Section 4 above, and shall expire five(5) years from the date of such execution("Initial Term");provided that this Lease may be extended for up to two additional terms of five(5)years each("Renewal Term"). Such extension shall be automatic unless either party provides written notice to the other at least six(6)months prior to the expiration of either the Initial Term or the first Renewal Term that it does not intend to accept an automatic extension of the Lease.The Initial. Term' any Renewal"Ternii(s)shall collectively be referred to as the"Term" B. Notwithstanding the above, if Lessee has not approved the results of the radio j 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 2 of 27 H:\File Sys\WTR-Drinlang Water Utility\WTR 12-L.egal\WTR 12-OOxX-Clearwire-at Rolling Hills- f Reservoir\CleanvireL=seAgreementFinal.doc f a 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)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 the City for good. cause shown. I 6. Initial Staff Time:Initial Rent: Subsgguent Adjustments:Holdover Rent&Charges for Late Payment A. Lessee shall pay a one-time fee in the amount of three thousand dollars($3,000.00)on the Commencement Date for the City's consideration of the initial lease.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 the City,if Lessee requests significant revisions to the Equipment Facility Area and/or additional area within the Property. B. At the City's discretion, a licensed engineer of the City'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. Commencing on the first day of the third complete calendar month after the ± Commencement Date,and on or before the first day of each calendar month thereafter, during the entire term of this Lease,Lessee shall pay monthly rent("Rent")to the City, in such amount as defined in Paragraph 6D below,plus Washington Leasehold Excise Tax,if applicable,on the entire amount of the Rent.Payments shall reference the name F of the Property leased and shall be delivered or mailed to: t City of Renton Finance Department 1055 S Grady Way Renton,WA 98055 D. Initial Rent payable by Lessee shall be two thousand dollars($2,000)per month.Rent for any partial month at the beginning or end of the term of this Lease shall be prorated. E. City 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. The City a Y deny suc h a request st 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, � l WA Metropolitan Area for the"Base Period"of 1992-84= 100("Index")for the twelvemonth period:ending in June of each year. If an agreement is executed'within six months prior to Se p tember,the increases will begin the folowinb September.ember. If the Consumer Price Index declines during a June-to-June period,in no event shall the rent } 3 of 27 } HARe Sys\W'IR-Drinking Water Utility\WTR 12-Legal\WTlt 12-0pxX-Cleanvire-at-Rolling-Hills- Reservoir\ClearwireLeaseAgeementFinal.doc s i i r 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 the City,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 the City,and/or the City has not provided written notice to Lessee that Lease will not be renewed,the j Lessee shall become a Tenant on a month-to-month basis on the same terms and I conditions of this Lease,and pay monthly Rent in the amount equal to One Hundred- Twenty Five Percent(125%),of the monthly Rent which was payable by Lessee during the immediately preceding month. f 1. If any sums payable to the City under this Lease are not received by the City on or before the fifth(5th)day following its due date,the Lessee agrees to pay a late fee of ten Percent(10110)of one month's Rent 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 the City with the indication that the check cannot be honored.The City and Lessee agree that such charges represent a fair and reasonable estimate of the costs incurred by the City 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)days after Lessee's receipt of written demand therefore by the City shall be a } default under this Lease. The City'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 the City. 7. Taxes Assessments&Utilities . The Lessee agrees to a. all taxes and assessmen �' P Y is which ar e the result of Lessee's use of the Property 3and%or which may Hereafter become a lien on the intere st o£L ess ee in accordance with RCW 79.44.010.Lessee shall pay all taxes,including but not limited to leasehold excise taxes, 1 which may hereafter be levied or imposed upon the interest of Lessee or by reason of this Lease, (. unless exempt under RCW 82.29A_.130,which copy of such exemption required to be attached to this Lease as Exhibit,or if such amount is paid directly to the State of Washiiigton.Within thirty (30)days of Lessee'receipt.of City's written request,Lessee shall.provide to City evidence of Lessee's payriient 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 1 Equipment ty, g Y utility .. . ut ment Facih Area at the;rate char ed b the servicing utili company. 8. Permits Prior,to'performing any.construction work within the Property,Lessee shall secure all necessary Te eiral,state.and Local:licenses;proof of agency acid gernuts for the eoi struction and operation . of the antenna and associated equipment(collectively referred to hereinafter as."Government Approvals")at its sole expense.The City hereby authorizes Lessee to make any and all applications and/or submissions necessary to obtain all Government Approvals from all i l 4 of 27 H:File SWWTR-Drinking Water UtilitylWTR 12-LegaltWTR-12-OOXX-Clearwire-at-Rolling-Hills- ReservoirlC learwireLeaseAgreementF nal.doe ` i 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,the City agrees to cooperate with Lessee,at no cost to the City other than administrative costs,in the submission and/or processing of any such applications,and agrees to execute any documents applications,or other submissions required therefore.To the extent authorized by law,the City further agrees to take no 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 materiall y interferes with any use of the Property for City purposes.Similarly,other than existing use of the Property,the City shall not use,nor shall the City permit its tenants, employees,or agents to use any portion of the Property in any way that materially interferes with the operations of Lessee authorized by this Lease. Such new interference shall be terminated immediately upon notice. Notwithstanding the foregoing,nothing in this Paragraph shall be construed to imply i that Lessee is seeking or entitled to an exclusive lease with the City that will interfere with the use of the Property by the City. B. The City agrees that it will require any other subsequent occupants outside of the historical uses of the Property to provide to Lessee and the City the same assurances against interference and any Subsequent Occupants outside the historical uses of the i Property,shall have the obligation to eliminate any unreasonable interference with the f operations of Lessee caused by the Subsequent Occupants. i 10. Radio Frequency Interference Study A. Lessee,at Lessee's sole responsibility,shall perform all necessary tests,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 the City with a copy of any and all such tests- B. Lessee,at Lessees sole responsibility,shall conduct an interference study. Pre-existing Lessee(s)with communication uses currently located on the Property shall review the results of this study.If as a result of the interference study it is determined that operation of Lessee's Site Equipment would significantly interfere with the operation and use of any other authorized communications facilities on the Site,operated by the City,or Valley Communications or other pre-existing authorized communications facilities or other pre-existing Lessee,the Lessee or City may terminate the Lease upon thirty(30)days notice to the other party and neither party shall have any further obligations or responsibilities under the Lease. i C. If after Lessee initiates operation of its Site Equipment,the City has reason to believe that Lessee's operation of its Site Equipment has caused or is causing any electrical, eleetrowagnetie;Wio frequency,or other interference with the operation And-use of any other authorized communications facilities on the Property,whether operated by the City,Valley Com,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 being interfered 5 of 27 f i fBFile Sys\WTR-Drinldng Water Utility\WTR 12-Legal\WTR 12-ooxx-clearwire-at-Rolling-Hilis- Reservoir\GlearwireLeaseAgreementFinal.doe ! I'I with.If such interference has not been corrected within sixty(60)days of Lessee's receipt of the initial notice from the City,Lessee or City may terminate the Lease upon thirty(30)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 the City or other public users. This would include but not be limited to impacting the received or transmitted signal strength or patterns of any systems at the site serving the needs of the City. If at any time the operation of Lessee's Site Equipment interferes with the reception or transmission of public safety communications,Lessee shall cease operation of the site until such time as the interference is corrected. Lessee's Site Equipment shall include an emergency override switch for use by the City that would turn off the broadcasting system in case of a publi c safety emergency. 11. Access and Security for an Equipment Facility Area on a Reservoir A. Lessee is hereby granted a 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 the City,which approval may be withheld for any reason. 1 B. Lessee shall make its best effort to maintain,repair,or replace Lessee's ground equipment during the Utility's Normal Business Hours(7:00 a.m.to 3:30 p.m.). Lessee 4. shall notify the Utility prior to accessing the Property. The Utility may be reached at I (425)430-7400 during Normal Business Hours. Access to Lessee's equipment on a reservoir will require forty-eight(48)hours prior notice to the Utility for the E maintenance,repair or replacement of said equipment. Access to the reservoir shall be limited to Normal Business Hours and work shall be done in a manner that will not I interfere with the City's primary use of the Property for a reservoir. Should Lessee determine,outside of Normal Business Hours,that emergency access'is needed to either the ground equipment or to the equipment on a reservoir,Lessee shall notify the Utility by contacting the Renton Police Department at(425)430-7500 who will refer the caller to the Utility's on-call staff. Lessee shall reimburse the Utility for costs incurred for the on-call time to respond to an after-hours access request. lro � C. The City shall,upon request of Lessee,provide a list of emergency telephone numbers known to the City of the other lessees of the Property. D. In the event of any emergency at the Facility,the City 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 the City. The City will endeavor to .. . . notify the Lessee as soon as possible of any emergency that requires the City 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 6 of 27 H:Tite Sys\WTR-Drinking Water Utility\WTR-12-L,egal\WTR 12-OOXX-Clearwire-at-Rolling-Hills- t RPCrrvnirK.1enrwirr.I PaCP.AorernwntFinal tine. • a i damaged,or if Lessee's construction area is otherwise in such a condition as to - immediately endanger the property,life,health,or safety of any individual,Lessee shall immediately take the proper emergency measures to repair its facilities,to cure or remedy the dangerous conditions for the protection of property,life,health,or safety of individuals without first applying for and obtaining any permit as required by this Lease. However,this shall not relieve Lessee from the requirement of immediately notifying the Utility 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 i Property,Lessee's access may,at the reasonable discretion of the Utility,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 the Utility. i G. For the security of the Property,at City's discretion,Lessee may be responsible to provide separate security fencing and gate to the Equipment Facility Area. Lessee will 1 provide City's designated Utility staff with two(2)keys for emergency access to the Equipment Facility Area. The City may at any time during the Term of this Lease determine that additional security measures are needed at the Property. Lessee shall reimburse the City for City's costs in implementing revised security measures,to the t extent that additional costs are incurred due to the presence of Lessee's equipment. The City 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 the City,Lessee or its surveyor or contractor may,at Lessee's sole expense, enter upon and survey the Equipment Facility Area and City'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. City 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 the City,as described in Exhibit C.The provision of such electrical lines and service shall not materially interfere with City's normal use of the Property. City will not encumber its property for the benefit of the Lessee to provide these services. C. The City 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 7 of 27 F HAFile Sys\WTRR-Drinking Water Utility\WTR-12-Legal\WTR-12-OOXX-Clean ire-at-Rolling-Hills- Htxrrvner\(".1Parwiml ra�rAoreenrnt�nal dnr i t 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 City control. Under no circumstances shall the City be liable for indirect or consequential damages resulting from such an interruption. D. The City 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,at its sole expense,install a backup generator in a location acceptable to the City,in order to provide electrical service to Lessee's Equipment Facility Area during emergency situations where electrical power is not otherwise available.Any back-up generator must be so designed and operated as to not exceed local noise level standards of the applicable City of Renton ordinance or other applicable laws.Back-up generator and associated infrastructure,shall be identified to Lessee's plans and included as part of the initial design review. i 13. Compliance with Laws i A. Lessee shall,at all times and at its sole responsibility and expense,comply with all applicable laws 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 j compliance with limits on human exposure to radio frequency(RF)emissions. Lessee j shall defend,indemnify and hold harmless the City 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. r B. Lessee shall not use the Equipment Facility Area for any illegal purposes or violate any applicable law,nor create or allow any nuisance or hazardous materials,nor trespass or do any act on the Property that would increase the rate of insurance thereon,nor deface, damage or overload the structural components of any structures on the Property. j 14. Advertising Devices, Signs&Lid2gnu { 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. E t 15. Installation,Maintenance, and Stewardship A. At the time of installation of Lessee's equipment on the tank,Lessee shall paint the equipment to match the color of the existing tank surface. When new equipment is { added or existing equipment is replaced,it shall be painted to match. 1 B. The Lessee will not interfere with the City's use of the tank for a reservoir,nor will Lessee or the Lessee's equipment create an electrical current or field that will damage i i 8 of 27 I HAFile Sys\WTR-Drinldng Water Utifit3lWTR-12-Lega11WTR 12-0OXX-Clearwire-at-Rollin.Hills- Rr_crrvnirV fearts�rrt QacrAwrnrmentFinal flnrt i i the City's tank or associated pipes. C. Lessee will not weld to the wetted portion of the tank without written consent from the Utility. D. Tank coatings are anticipated to last between 10 and 20 years. When the City determines that the tank 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 tank surfaces under communication facilities, and preparing and painting tank surfaces from the point of the lowest mounted equipment to the top of the tank. The Lessee shall pay for costs incurred by the City including but not limited to engineering,contract preparation and contract 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 I underground utilities. i F. Lessee must comply with all provision of Ch. 19.122 RCW relating to underground facilities. 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,ordinances,rules,regulations and requirements of governmental authorities.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 t the Equipment Facility Area is completed,subject to reasonable wear and tear. H. The City shall have no obligation to maintain or safeguard the Equipment Facility Area, except that the City 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 herein. I. 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. I 16. Hazardous Substances A. The City represents that it has no actual knowledge of any substance, chemical, or waste (collectively, "Hazardous Substance") on the leased premises that is identified as hazardous,toxic,or dangerous in any federal,state,or local environmental or safety law or regulation. Lessee.shall.not.introduce.oruse.any such..substance on.the.leased.premises in i violation of any applicable law or regulation, nor shall Lessee allow any of its agents, contractors or any other person under its control to do the same. B. Lessee will be solely res p onsible for and will defend, indemnify, and hold the Ci ty, its 1 agents, and employees harmless from and against any and all direct claims, costs, and 9 of 27 H.-Tile Sys\WTR-Drinldng Water UtilitylWTR-12-Legal\WTR-12-OOXX-Cleanvire-at-Rolling-E4ills- RPCP.NAii,C�IPATW1TPt PARP.AOTPP.MPJ1fFtT�A}dna i 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 City; Inspection;Increased Maintenance Costs A. City 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. City 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 i Equipment Facility Area results in increased maintenance or repair costs to the City, Lessee shall,within thirty(30)days of written notification by the City,which shall include documentation evidencing such increase as the result of Lessee's use,pay City for the incremental maintenance or repair costs incurred by the City. fi 18. Sub-leasing&Assignment by Lessee A. Lessee may not sub-lease or co-locate any other broadcast equipment within the i Equipment Facility Area,without express written consent by City. E B. Assignment—Neither this Lease,nor any rights created by it,may be assigned,or transferred without written permission from the City.Any such assignment shall be in 1 writing on a form approved by the City and shall include an assumption of this Lease by the assignee. C. Notwithstanding the foregoing,Lessee may assign its interest in this Lease,without the City'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 ane 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 the City 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)days prior to the effective date of the assignment.Any such E assignment shall not.serve to reTease.Lessee from it obligations under this Lease,which . . shall-remain in full force and effect for the duration of the lease Term. D. The City's consent to one assignment shall not waive the requirement of obtaining the City's consent to any subsequent assignment- . ; _. .._......._........................................... .._.. _............... ... ... _. . .. .... . . _. 19. Subleasing&Assignment by City A. Should the City 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. } i F1F 1 10 of 27 { E H:Tile Sys1WTR-Drinking Water UtilitylWTR 12-i egal\NVTR 12-OO)(X-Clearwire-at-Rolling-Hills- Rrcrrv�irlt`IeanvirrteacrAorr.�nnenfFinat dnc B. Subject to Paragraph 9.A., City retains the right to sublease or enter into any type of agreement for any portion of the Property for any reason,including but not limited to, co-locating wireless facilities,if it will not unreasonably interfere with the Lessee's use of the Equipment Facility Area. C. Subject to Paragraph 9.A.,City 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. City may transfer and assign its rights and obligations hereunder and no further liability or obligation shall thereafter accrue against City hereunder,provided that the assignee or transferee assumes,in writing,all of City's obligations under this Lease, which shall remain in full force and effect. 20. Reservation of Right to Maintain&Grant Utility Franchises &Permits by the City A. Subject to Paragraph 9.A,City reserves the right for utility franchise and permit i holders to enter upon the Property to maintain facilities and,for itself,to grant utility franchises and/or permits across the Property;provided,that such franchises/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/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/permit holder and will contact the franchise/permit holder prior to any excavation in order that the franchise/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 and must subscribe to the one-call locator service for the area in which the property resides Failure to comply will be a material breach of this lease. 21. Improvements.Fixtures and Personal Property A. Prior to installing any new equipment or other improvements in or on the Property after the Acceptance Date other than merely maintaining the Antenna configuration existing on the Acceptance Date,and prior to making any material changes in such equipment or in the exterior appearance,size or design of any such equipment or the ! improvements of the Property thereafter during the term of this Lease,including any Renewal Period,Lessee shall submit to the City for approval such information regarding the proposed work as the City may request,including,without limitation, plans and specifications of the planned modifications and Lessee's critical path time € schedule,for the City's written approval,which shall not be unreasonably withheld or delayed...Prior to.commencing.construction.activities..on.the Premises,Lessee shall.. .. . . . . J� secure approval of a work schedule by the City.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. f 11 of 27 I H.Tile SysiWTR-Drinking Water Utility\WTR-f 2-Legal\WTR-12-0bXX-Clearnire-at Rolling-Hills- RPCP.rvnir\(IParwiref r+acr.AvreestwntFinal tlnr B. The City 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 the City to make inspections to ascertain the safety of Lessee's improvements or the condition of the Leased Property. 22. Destruction of or Damage to the 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 the City the damage cannot be repaired within ninety(90)days following the date of such damage, either parry may terminate this Lease upon written notice to the other party, I whereupon this Lease shall terminate on the date of such notice and Lessee shall surrender the Equipment Facility Area to the City within ninety(90)days.Within i fifteen(15)days after such damage,City shall notify Lessee as to whether the City I expects to complete such repair within ninety(90)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. City 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 the City or its agents or employees. 1 B. In the event the Property and/or Equipment Facility Area will be rebuilt and/or repaired as outlined above,the City shall consider other temporary locations on the Property at the City's sole discretion. If both the City and Lessee approve an area,Lessee may construct,operate and maintain,a substitute wireless.communication facility thereon until the Site Equipment is fully restored and operational.During the use of the temporary location,Rent shall continue and be payable to the City. 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 the City.Lessee shall have all rights to its Site Equipment and personal property,which shall not be included in any taking or condemnation. 24. Fixtures City agrees that,notwithstanding any provision of statutory or common Iaw,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. The City and its employees and t 12 of 27 H.Tile Sys\WTR-Drinking Water Utility\WTR 12-Legat\WTR-12-o0XX-Clearwire-at-Roiiina Hills- j RncPrv�irl(.learwirwi ra�rAorrrmrntFinal rinn 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 the City or it agents or employees. Lessee agrees to save City and its employees and agents harmless on account of any claims or liens imposed upon the Site or Equipment Facility Area in connection with alterations or improvements thereto, conducted by Lessee or on behalf of Lessee. 25. .Insurance A. At Lessee's sole cost and expense,Lessee shall maintain throughout the term of this Lease,insurance as set forth in Exhibit F,attached hereto and incorporated herein. B. City may require increases in said coverage's by written notice to Lessee,as the City deems reasonably necessary. 26. Hold Harmless j The City and its employees and agents 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 City,its officers, employees and agents from any and all costs,claims,demands,causes of action,judgments, liabilities,obligations,costs and expenses(including reasonable attorneys' fees)for deaths or injuries to persons or for loss of damage to property,negligent acts or omissions of Lessee arising out of,or in any way connected with,the use and occupancy of the Property by Lessee, its officers,employees,agents 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 i foregoing, Lessee's indemnity to the City 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 i result of the negligence or willful misconduct of the City or its employees,agents,independent contractors,invitees, assigns and subtenants. 1 27. Performance Bond A. Lessee shall furnish a surety bond or bonds,attached to this lease as Exhibit G, i covering faithfizl 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 I subsequent extensions.The bond shall be in a form acceptable to the City. The performance bond for this lease shall not-only indemnify:City 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 i i 13 of 27 HAFile Sys\WTR-Drinking Water Utility\WTM2-Legal\WTR-12-o0XX-Ckazwire-at-Rolling-Hills- ReservniAC.1mrwim.IraceA"eo. entFinal nine. 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 City prior to the issuance of any permits for the construction of its facilities on the leased property and shall include a 90-day cancellation clause. If City 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 the City for other City property,the City will consider permitting Lessee to expand Lessee's existing performance bond to include all obligations for a performance bond under this Lease,provided however,all requirements for the performance bond outlined in this Lease are met. 28. Nondiscrimination Lessee, for itself, its successors, and assigns as a part of the consideration hereof, does hereby 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, Chapter. 49.60 RCW. i i 29. Performance by Lessee If Lessee defaults in the performance or observation of any covenant or agreement contained in j this Lease,the City,without notice if deemed by the City that an emergency exists,or if no emergency,with thirty(30)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 j facility,or failure of Lessee to obtain in a timely manner any insurance.Lessee shall reimburse the City the entire cost and expense of such performance by the City within thirty(30)days of the date of the City's invoice.Any act or thing done by the City under the provisions of this paragraph shall not be construed as a waiver of any agreement or condition herein contained or i the performance thereof. 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,reasonable wear and tear and insured casualty excepted. This work is to be done at Lessee's sole expense and to the reasonable satisfaction of the City. 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)days'of.the date'-of termination,it shall be liable for any and all costs to the City arising from such failure. 32. Equipment Design I A. The Site Equipment used within the Property shall be designed,sited and screened 14 of 27 H.Tile Sys\WTR-Drinking Water Utility\WTR 12-Legal\WTR 12-003(X-Clearwire-at-Rolling-Hills- RrKe"emir l('lrarwireiraceAvrrarrwntFinal dor. using the latest available technology. Such equipment is described-in Exhibit D. B. The Utility 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 Utility needs within the Property. Lessee shall provide an as-built drawing of the Equipment Facility Area and Site Equipment to the Utility within 14 days of completing the installation. C. Upon request by the City,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. E ui ment Modification q p 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 E the Property,or less physically or aesthetically obtrusive equipment,the parties shad make every reasonable effort to cooperate to effectuate such modifications or replacement. i j 34. Utility Review of Plans&Approval of Contractors ! i Lessee acknowledges the following: A. The execution of this Lease by the City shall in no way constitute review and/or approval by other applicable jurisdictions and permitting authorities. B. The Utility retains authority for further review,modification,and approval of the Site Equipment throughout the City's Permit process. C. This Lease shall be executed after any Right of Way,and/or Franchise Agreement but prior to application for any other City permits for wireless communications facilities ] placement. D. A fully executed Lease between the City and Lessee,and any required pernii#s 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 evaluation and approval by the Utility. F. Lessee expressly acknowledges and agrees that the City'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 the City and its employees and agents,(ii)do not create or impose upon the City, and its employees and agents any standard or duty of care toward Lessee,all of which are herby 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 the _.. . .. _._ .... . .........._....._.... ._.._. I_ Ciiyandits employees and agents,be asserted,against the City and its employees and agents,by Lessee as a defense,legal or equitable,to Lessee's obligation to fulfill such standards and requirements,notwithstanding any acceptance of work by the City and its employees and agents. i 15 of 27 i E HAFile Sys\WTR-Drinking Water Utility\WTR-12-Lega]\WTR-I2-OOXX-Cleanvire-at-Rolling-Hills- j RP.w"nir\r.Irarwirr.I PaceAvrrrmmtFinai�inr i �I 35. Modifications This instrument contains all the agreements and conditions made between the parties hereto and ` may not be modified orally or in any manner other than by an agreement in writing signed by all parties thereto.No failure on the part of either parry to enforce any covenant or provision herein contained,nor any waiver of any right hereunder,unless in writing,shall discharge or invalidate such covenant or provision or affect the right of the either party to enforce the same in the event of any subsequent breach or default. 36. Broker`s Fee agency in this transaction Lessee shall be k broker or other a , If Lessee>s represented by a real estate brok g y fully responsible for any fee due such broker,and shall hold the City and its employees and agents,harmless from any claims for a commission by such broker or agency. l I 37. Cooperation in Execution of Subsequent Documents The City 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 the City and Lessee. I f 38. Termination: A. Waiver or acceptance by the City 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. j B. City 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. a C. City shall have the right to terminate this Lease, upon thirty(30)days written notice to i Lessee, without penalty_ or further liability to City, upon the occurrence of any of the following events: i. The City reasonably determines that Lessee's exercise of its rights under this Lease unreasonably interfere with the City's use of the Property and/or the structures on the Property for the lawful municipal purposes for which the City owns and administers such structures/site. ii. The City reasonably determines that Lessee's exercise of its rights under this Lease unreasonably interferes with the use of the Property or structures thereon by a governmental agency with which the City has an agreement to provide 1 services to the City, e.g.Valley Communications. ii'. Lessee breaches an material term or covenant of this Lease. r Y � 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 days)of whether the equipment can be restored or j rebuilt.Lessee shall have the option of installing a temporary facility while the i above determination is made.Such facility shall be subject to prior review by 16 of 27 i ET_\File Sys\W M-Drinldng Water Utility\WTR-12-Legal\WTR-12-00)cx-clearwire-at-Rolling-Hills- ReceivniAr l-arwirriracPAampmentFinni&r. the City and shall conform to all codes,facility review, and ordinances 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 whatsoever;or iii. The City 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 parry 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 the City a sum equal to six(6)months'rent as the City's sole remedy for such termination;and provided if the City terminates this Lease pursuant to Paragraph 38.C.i or ii.,the City 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 the City. 39. Non-applicability of Relocation Benefits j Lessee acknowledges that the signing of this Lease does not entitle the Lessee to assistance under the Uniform Relocation and Real Property Acquisition Policy(Ch. 8.26 RCW). I 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 the City's sole option,such Site Equipment j shall become the property of the City. 41. Titles The titles to sections and paragraphs of this Lease are for convenience only,and shall have no 1 effect on the construction or interpretation of any section or paragraph hereof. i 42. Notices Except as otherwise designated in this Lease, all notices hereunder must be in writing and shall be deemed valid given if sent by certified mail,return receipt requested,or overnight delivery, addressed as follows or as otherwise specified by the City during the duration of this Lease: City: City of Renton Water Utility Engineering i 1055 S Grady Way Renton,WA 98055 G I 17 of 27 HAFile Sys\WTR-Drinking Water Utility\WTR-12-Legal\WTR-I2-OOXX-Cleatwire-at Rolling-Hills- RPCervnir\C lwarwimTPacr.Awrermrst6inaT tine Lessee: Clearwire LLC Attn: Property Manager 5808 Lake Washington Blvd,Suite 300 Kirkland WA 98033 With a copy to: Clearwire LLC Attn:Law Department 5808 Lake Washington Blvd NE,Suite 300 I Kirkland,WA 98033 I i I 43. Complete Ageement This Lease and any attached exhibits constitute the entire agreement between City 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. I 44. Amendments Except as may otherwise be provided herein,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. Venue Lessee agrees that the venue of any action or suit concerning this Lease shall be in the King County Superior Court,and all actions or suits thereon shall be brought therein. III 48. Bindin g on Successors i This Lease shall be binding upon and inure to the benefits of the heirs,executors,administrators, successors and assigns of the parties, subject to the conditions set forth in Section 18 herein. j 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 I 18 of 27 1 y H-Wile Sys\WTR-Drinking Water Utiiity\WTR-12-Legal\WTR-I2-OOXX-Oeamim-at-Rolling-Hills- i Re_cemnirV lrarwiml racrAarer mentFinal dnr. i i • this Lease shall not constitute a waiver thereof. 50. Memorandum of Lease Agreement City 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 herein,which Lessee may,at its expense,file in King County,Washington. IN WITNESS WHEREOF,the parties hereto have executed this Lease on the respective dates below indicated. CITY OF RENTON Attest: Name: Ka Keolker Bonnie I. Walton, City Clerk Title: Mayor Date: +1A!3 x200 to Ap o ed as to form: ji Attorney LESSEE Name:Jo A Stgreh Title:VP Date: 2. —7 b STATE OF WASHINGTON ) COUNTY OF KING ) I On this day of , 20 sonally appeared before me ,a Not P 1"c in and for the State and County aforesaid, personally appeared ,with whom I am personally acquainted,(or proved to me o�the is atisfactory evidence),and who,upon oath, acknowledged self to be of ,and that he as such executed the foregoing instrument for the purpose therein contained,by si g the itp e of the corporation by self as NOTARY P IC,restaing in My Co sion Expires: i 19 of 27 HAFile Sys\WTR-Drinking Water Utility\WTR-12-Legal\WTR-I2-OOXX-Cle"re-at-Rolling-Hilts- Rr_crsvn1r\r`1rarwirrT race.AorrrmrntFin%1 Arr. • _ _ • LAG 06 012 STATE OF WASHINGTON COUNTY OF KING On w2/17/06 , before me,_ Rachel Nessa Titus ,Notary Public, personally appeared John Saw_,the VP of Engineering of Clearwire LLC, a Nevada limited liability company personally know to me(or proved to me on the basis of satisfactory evidence)to be the person whose name is subscribe to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. GHEE NF ►�1� - `� aor � Co \ �` �'�o �� rin ame: Rachel Nessa Titus • , m=vii Notary Public in and for the State of Washington, "= = Residing in Seattle, WA i ,, g_ My commission expires: 9/19/09 I 1j;ASH\\NG��`� it I 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 i i I ' I f I i I I { ! E 4 f� I 20 of 27 H.Wile Sys1WTR-Drinking Water Utiiity\WTR-12-Lega1 1WTR-12-00?CX-Clearwire-at-Rolling-Hills- } Recarvnir\!:lransrirmi cacr.Aorrr:mPntFir'sl rinr. ,`• Exhibit A Property to the agreement dated ,200_,by and between the City of Renton("City"),a municipal corporation of the State of Washington,and Clearwire LLC a Nevada limited liability company,("Lessee"). The Land is described and/or depicted as follows(metes and bounds description): APN: 2023059109 That portion of the Southeast 1/4 of Sec. 20, To 23 N., R 5 E., W.M. described as follows: Beginning at the northeast corner of said subdivision; thence S 01'50'38" W., along the easterly limits of said subdivision, a distance of 646.62 feet to the true point of beginning; thence N 88°09'22" W., a distance j of 30.00 feet; thence S 46 050' 38" W., a distance of 766.92 feet along the northwesterly margin of the First Christian Church property as recorded under King County Auditor's File No. 5615593;thence N 43°09'22" W., a distance of 561.35 feet to a point on the south- easterly margin of Puget Drive as recorded under King County Auditor's File No. 580196; thence N 40 000'05"E. along said southeasterly margin, a di[s]tance of 522.57 feet to a point of curve; thence continuing along said south- easterly margin on a curve to the right having a radius of 416.87 feet, an are distance of 690.27 feet; thence continuing along said margin S. 45 007'35" E., a distance of 46.67 feet to a point on the easterly limits of said subdivision thence S 01°50'38" W,, a distance of 280.88 feet along [s]aid easterly limits.to the true point of beginning. Containing 12.97 acres,more or less. 21 of 27 Exhibit B Equipment Facility Area to the agreement dated ,200_, by and between the City of Renton("City"),a municipal corporation of the State of Washington,and Clearwire LLC a Nevada limited liability company, ("Lessee"). N O R T H page lywe SE Il • Proposed O CW � swum g B p, f Tx 7 t �'• '0 Existing Equipment Shelters ..o♦ ��' Water Shed ................................... ...............� Access Road Fence Notes:: 1. Lessee may replace this Exhibit with a survey of the Premises once Lessee receives it. 2. The Premises shall be setback from the Property's boundaries as required by the applicable governmental authorities. 3. The access road's width will be the width required by the applicable governmental authorities, including police and fire departments. 4. The type,number,mounting positions and locations of antennas and transmission lines are illustrative only. The actual types,numbers,mounting positions and locations may vary from what is shown above. 5. The Nations of any utility easements are illustrative only. The actual locations will be determined by the servicing utility company in compliance with all local laws and regulations. 6. Drawing is not to scale. Actual lease area subject to final site walk. 22 of 27 r Exhibit C Non-Exclusive Access Rights Description Open site access.No restrictions at this time.This is subject to change should the City require setting a designated access route due to new security site restrictions. i i f i i f 1 i i 1 I t I4 I 1 j i l li l l j i i 4 23 of 27 i H.1File Sys1WTR-Drinking Water tltilitylWTR 12-LepANVTR 12-o0XX-Clearwire-at-Rolling-Hills- RP_CP.N(11!`rIP?TIVIM�PACP.ApI'P.P.IY1P.71rfi1IlAI Exhibit D Site Equipment to the agreement dated ,200_,by and between the City of Renton,as Lessor,and Clearwire LLC,a Nevada limited liability company, as Lessee. 1. Lessee to install 4' X 4' Concrete Pad; location shown on final construction drawings. 2. Four antenna mounts located at 110' level of Water tank;at rail. 3. Lessee will mount Two Orthogon two-foot diameter microwave antennae,two Dragonwave one-foot diameter microwave antennae and three Stella-Doradus panel antennae approximately 35.8"X 5.5"X 4.5". 4. Lessee to install equipment box on Concrete Pad 5. Lessee to install KWH meter. 6. Lessee to screen equipment and all antennas,or paint to match. 7. Final construction drawings may replace this exhibit,once City's engineers approve them. 24 of 27 Exhibit E Leasehold Excise Tax Exemption if Applicable Not applicable. Lessee is not exempt from Leasehold Excise Tax. i i t k I f I s 1 { { 1 1 1 i 25 of 27 H-Tile Sys\WTR-Drinking Water UtilitylWTR-12-L.epl\WTR-12-OOXX-Cleanvire-at-Rolling-Hills- Rrcrrvnir\C lratwirnl eacrAorermrntFinal riot j Exhibit F Insurance Insurance. The Lessee shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property that may arise from or in connection with the Lessee's operation and use of the leased Property. A. Minimum Scope of Insurance. Lessee shall obtain insurance of the types described below: i. Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The City shall be named as an insured on Lessee's Commercial General Liability insurance policy using ISO Additional Insured- Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage. ii. Pro a insurance shall be written on an all risk basis. B. Minimum Amounts of Insurance. Lessee shall maintain the following insurance limits: i. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence,$2,000,000 general aggregate. ii. Property insurance shall be written covering the fu11 value of Lessee's property and improvements with no coinsurance provisions. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain,the following provisions for Commercial General Liability insurance: i. The Lessee's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Lessee's insurance and shall not contribute with it ii. The Lessee's insurance shall be endorsed to state that the coverage shall not be cancelled by either party, except after(30) day prior written notice by certified mail,return receipt requested,has been given to the City. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage. Lessee shall furnish City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Lessee. F. Waiver of Subrogation. Lessee and Landlord hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim,loss or liability is covered by insurance. Landlord's Property Insurance. Landlord shall purchase and maintain during the term of the lease all-risk property insurance covering the Building for their full replacement value without any coinsurance provisions. 26 of 27 RAFiie Sys\WTR-Drinking Water U ility\WTR-12-Legal\WTR 12-OOXX-CIearwire-at Rolling-Rills- Re.,m voir\C'learwirPi eamr.AarexinentFinal dw.. I! t Exhibit G Performance Bond i t i r , { f , 27 of 27 LAG-06-012 LEASE BOND Bond No. KNOW ALL MEN BY THESE PRESENTS,that we, Clearwire LLC, as Principal, and FidPirty&Deposit Company of Maryland licensed to do business in the State of WA, as Surety, are held and firmly bound unto , as Obligee, in the penal sum of Dollars ($ ), lawful money of the United States of America, for the payment of which sum,well and truly to be made, the Principal and Surety do bind themselves,their heirs, executors, administrators, and successors and assigns,jointly and severally,firmly by these presents THE CONDITIONS OF THIS OBLIGATION IS SUCH,that whereas the above bounden Principal has entered into a certain written Lease Agreement with the above named Obligee, effective the _ day of _, and terminating the _ day of _, for and more fully described in said Lease Agreement, a copy of which is attached, which Agreement is made a part hereof and incorporated herein by reference, except that nothing said therein shall alter, enlarge, expand or otherwise modify the term of the bond as set out below NOW, THEREFORE, if Principal, its executors, administrators, successors and assigns shall promptly and faithfully perform the Lease Agreement, according to the terms, stipulations or conditions thereof, then this obligation shall become null and void; otherwise to remain in full force and effect. This bond is executed by the Surety and accepted by the Obligee subject to the following express condition: Notwithstanding the provisions of the contract, the Surety's obligation hereunder shall cease on the termination date of the lease or at the expiration of ninety(go) days written notice of its desire to cancel or nonrenew this bond. However, neither cancellation or nonrenewal by Surety, nor the failure or inability of the Principal to file a replacement bond in the event of cancellation or nonrenewal, shall itself constitute a loss to the Obligee recoverable under this bond or any renewal or continuation thereof. The liability of the Surety under this bond shall not be cumulative and shall in no event exceed the amount as set forth in this bond or in any additions, riders, or endorsements properly issued by the Surety as supplements thereto. Sealed with our seals and dated this_day of _ It is understood by all parties to this lease that the term of the bond shall begin on and expire on and shall be renewed annually by a continuation certificate. Clearwire LLC By: Principal Fidelity&Deposit Company of Maryland By: Attorney-in-Fact Agreed and acknowledged this_day of _ By: Obligee S-5286(08-99) r� Clearwire IWW A-SEA095 I-• A G _ d(v _ oil CITY OF RENTON -!LEASE BOND APR 2 0 2006 Bond No. 08833580 CITY CLERK'S OFFICE KNOW ALL MEN BY THESE PRESENTS, that we, Clearwire LLC, as Principal, and, Fidelity& Deposit Company of Maryland licensed to do business in the State of WA, as Surety, are held and firmly bound unto r.6ty of Renton as Obligee, in the penal sum of - Thirty Thousand and no/100----- Dollars ($ 30,000.00), lawful money of the United .States of America, for the payment of which sum, well and truly to be made, the Principal and Surety do bind themselves, their heirs, executors, administrators, and successors and assigns, jointly and severally,firmly by these presents THE CONDITIONS OF THIS OBLIGATION IS SUCH, that whereas the above bounden Principal has entered into a certain written Lease Agreement with the above named Obligee, effective the 5th day of April , 2006 , and terminating the 5th day of April , 2010, for Faithful Performance of Lease&Lease Payments and more fully described in said Lease Agreement, a copy of which is attached, which Agreement is made a part hereof and incorporated herein by reference, except that nothing said therein shall alter, enlarge, expand or otherwise modify the term of the bond as set out below NOW, THEREFORE, if Principal, its executors, administrators, successors and assigns shall promptly and faithfully perform the Lease Agreement, according to the terms, stipulations or conditions thereof, then this obligation shall become null and void; otherwise to remain in full force and effect. This bond is executed by the Surety and accepted by the Obligee subject to the following express condition: Notwithstanding the provisions of the contract, the Surety's obligation hereunder shall cease on the termination date of the lease or at the expiration of ninety (9o) days written notice,of its desire to cancel or nonrenew this bond. However, neither cancellation or nonrenewal by Surety, nor the failure or inability of the Principal to file a replacement bond in the event of cancellation or nonrenewal, shall itself constitute a loss to the Obligee recoverable,under this bond or any renewal or continuation thereof. The liability of the Surety under this bond shall not be cumulative and shall in no event exceed the amount as set forth in this bond or in any additions, riders, or endorsements properly issued by the Surety as supplements thereto. Sealed with our seals and dated this 17thday of April 2006 It is understood by all parties to this lease that the term of the bond shall begin on April 5, 2006 and expire on April 5, 2007 and shall be renewed annually by a continuation certificate. Cleajwire LLC By: Principal Fid lit & Deposit Company of Maryland By. Kathleen M. Mitchell Attorneys a Agreed and acknowledged this day of By: Obligee S-5286(08-99) EXTRACT FROM BY-LAWS OF FIDELITY AND DEPOSIT COMPANY OF MARYLAND "Article VI, Section 2. The Chairman of the Board, or the President, or any Executive Vice-President, or any of the Senior Vice-Presidents or Vice-Presidents specially authorized so to do by the Board of Directors or by the Executive Committee, shall have power, by and with the concurrence of the Secretary or any one of the Assistant Secretaries, to appoint Resident Vice-Presidents, Assistant Vice-Presidents and Attomeys-in-Fact as the business of the Company may require, or to authorize any person or persons to execute on behalf of the Company any bonds, undertaking, recognizances, stipulations, policies, contracts, agreements, deeds, and releases and assignments of judgements, decrees, mortgages.and instruments in the nature of mortgages,...and to affix the seal of the Company thereto." CERTIFICATE I,the undersigned,Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND,do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate; and I do further certify that the Vice-President who executed the said Power of Attorney was one of the additional Vice-Presidents specially authorized by the Board of Directors to appoint any Attomey-in-Fact as provided in Article VI, Section 2; of the By-Laws of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 10th day of May, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed." IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seal of the said Company, this day of . V Assistant Secretary