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Home My WebLink AboutAG 03-018 - VOICESTREAM PCS III CORPORATIOIRETURN TO:yyl p1, ,nnyv 6,nC EXT: 1„.5 is 2_ CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: (j7&) I (..A 2. ORIGINATING STAFF PERSON: M _(� LW VY Y1 �j EXT: 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT O GOODS AND SERVICE AGREEMENT O REAL ESTATE DOCUMENT O ORDINANCE 17(CONTRACT AMENDMENT (AG#): a 1 O OTHER O SMALL OR LIMITED PUBLIC WORKS CONTRACT O MAINTENANCE AGREEMENT O HUMAN SERVICES / CDBG O SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) O RESOLUTION O INTERLOCAL 5. PROJECT NAME: T -N1 OYJ) S 1 1 L Lestsei Vf E] ) W v LakeS 6. NAME OF CONTRACTOR: MV 9 IQ/ ,\J ADDRESS: Id-OP4) SE 3i St . 3e ju ..P q50010 TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES 0 COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 1a10.01301 COMPLETION DATE: 1-11a J2O. 9. TOTAL COMPENSATION $ I2 IM) I" iiNctu 1�q Q� �,✓ �j � . � "TA-, IS (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLO ES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY RETAINAGE: RETAINAGE AMOUNT: 0 RETAINAGE BY (SEE CONTRACT) OR 0 RETAINAGE BOND PROVIDED O PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED O PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) )(LAW LI ))u 1 I. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING )(SENT TO VENDOR/CONTRACTOR 0 ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: DATE SENT: I al 1 DATE REC'D: 31� l g *CREATED ELECTRONIC REMINDER/NOTIFICATION FOR ONE MONTH PRIOR TO EXPIRATION DATE LAW DEPARTMENT SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ASSIGNED AG# SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED z AA..• Zo 1 (3113%J/c AG# 03'GY8 C DATE SENT: 03 '..20 /8 --(- 2/2017 THIRD AMENDMENT TO SITE LEASE AGREEMENT (AG # 03-018) This Third Amendment to Site Lease Agreement ("Amendment") is dated effective this 20th day of December, 2017, and is entered into by and between the City of Federal Way, a Washington municipal corporation ("City"), and T -Mobile West LLC, a Delaware limited liability company, ("Tenant"). A. The City and Tenant's predecessor in interest, VoiceStream PCS III Corporation ("VS PCS III") entered into a Lease Agreement dated effective December 20, 2002, whereby the City agreed to lease to VS PCS III, as Tenant, a portion of the space on and air -space above the City Property ("Lease"), located at SW 348th Street, Federal Way, with an Assessor's Parcel No. of 5422420900, as amended by First Amendment to Site Lease Agreement dated December 20, 2007 and Second Amendment to Site Lease Agreement dated December 20, 2012. B. The Lease provided that Tenant may renew the Lease for three (3) additional five (5) year terms under Section 2. C. Under Section 27.b. of the Lease, any modification of or amendment to the Lease must be in writing and executed by both parties. D. The City and the Tenant agree and desire to amend the Lease to renew the term of the Lease for an additional five (5) years. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged the parties agree to the following terms and conditions: 1. Term. Pursuant to Section 4 of the Lease, the Lease shall be renewed for an additional five (5) year term commencing on December 20, 2017 and expiring December 19, 2022. 2. Rent. Commencing on December 20, 2017, the monthly Rent under the Lease shall be Three Thousand Seventy -Eight and 92/100 Dollars ($3,078.92) per month. The Rent shall be increased by four percent (4%) each January 1 during the term of the Lease beginning on January 1, 2019. 3. Notices. Notice address for the City and Tenant are as follows: If to City: With a copy to: If to Tenant: City Attorney 33325 Eighth Avenue South Federal Way, WA 98063 Mayor 33325 Eighth Avenue South Federal Way, WA 98063 T -Mobile West Corporation 12920 SE 38th Street Bellevue, WA 98006 Attn: Legal Department 4. Full Force and Effect. All other terms and conditions of the Lease not modified by this Amendment shall remain in full force and effect. DATED the effective date set forth above. ATTEST: h ie Courtney, CMC, Clerk CITY OF FEDERAL WAY errell, Mayor 33325 8th Ave South Federal Way, WA 98003 APPROVED AS TO FORM: (5:::, J. Ryan Call, City Attorney lridnicX,ely TENANT: T -MOBILE WEST LLC, a Delaware Limited Liability Company By: Signature Philip Hankins Sr. Area Director Prgineering & Operations Title (Address) (Phone) STATE OF WASHINGTON ) N ) ss. COUNTY OF VI t -t ) On this day personally appeared before me PL \:p \-L,`4r-s , to me known to be the S t . '\f c aIn: c e cd+e of T -Mobile West LLC, a Delaware Limited Liability Company, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 6 .00111119Yftpy,o •\ OTAgy.• w • EXPIRES 1.6.2019 • crj.•• pUBL4C) /if OF WAS40„,,, day of MGcc.i\irN .2.O1g 14F- , 4F, (typed/printed name of notary) Notary Public in and for the Staof W A My commission expires \ 6 119 - 3 - RETURN TO: EXT: Z CITY OF FEDERAL WAY LAW DEPARTMENT RQUTING FORM 1. ORIGINATING DEPT_/DN: 2. ORIGINATING STAFF PERSON: ��' �I C1 U.LY�� lil EXT: 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) � PUBLIC VirORKS CONTRACT 0 SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT � HUMAN SERVICES / CDBG ❑ REAL ESTAT'E DOCiJMENT ❑ SECURITY DOCUMENT (E.G. sorm �i.a.�n DocvMErrrs> � ORDINANCE ❑ RESOLUTION J�CONTRACTAMENDMENT(AG#):�b ❑ INTERLOCAL ❑ OTHER 5. PROJECTNAME: ��11 1d�jil�P aGl �.t�'t�� rr1 � �� L�l�l C1 6. NAME OF CONTRACTOR: 1�� — ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACf�VIENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CER'TIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES � PRIOR CONTRACT/AMENDNIENTS 8. TERM: COMMENCEMENT DATE: � I�(7IZ� I�L COMPLETION DATE: I 2�IGI I ZD 1^1 9. TOTAL COMPENSATION $ "— (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: O YES ❑ No IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES ❑ NO IF YES, $ PAID BY: � CONTRACTOR O CiTY O PURCHASING: PLEASE CHARGE TO: "'—' 10. DOCUMENTlCONTRACT REVIEW INITIAL/ DATE REVIEWED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (iF a,rPLiC.a,BLE) � LAW 11. COUNCIL APPROVAL (IF' APPL�CP,BLE) COMMITIEE APPROVAL DATE: INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: 0 ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS II�IITIAL / DATE SIGNED � LAW DEPARTMENT �SIGNATORY (rv�.YOx ox D�cTOx) � CITY CLERK � ASSIGNED AG# AG# — � COMMENTS: � i/9 SECOND AMENDMENT TO SITE LEASE AGREEMENT (AG # 03-018) This Second Amendment to Site Lease Ageement ("Second Amendment") is dated effective this 20`" day of December, 2012, and is entered into by and between the City of Federal Way, a Washington municipal corporation ("City"), and T-Mobile West LLC, a Delawaxe limited liability company, formerly known as T-Mobile West Corporation, a Delaware corporation, which was successor-in-interest to Voicestream PCS III Corporation, a Delaware corporation ("Tenant"). A. The City and Tenant's predecessor-in-interest, VoiceStream PCS III Corporation ("VS PCS III") entered into a Lease Agreement dated effective December 20, 2002, whereby the City agreed to lease to VS PCS III, as Tenant, a portion of the space on, and air-space above, the Ciry Property located at SW 348`� Street, Federal Way, with an Assessar's Parcel No. of 5422420900, as amended by that certain First Amendment to Site Lease Agreement dated December 20, 2007, executed by the City and T-Mobile West Corporation ("First Amendment"). The Lease Agreement and First Amendment are collectively referred to herein as the "Lease". B, The Lease provided that Tenant may renew the Lease for three (3) additional five (5) year terms under Section 2. C. Under Section 27.b. of the Lease, any modification of or amendment to the Lease must be in writing and executed by both parties. D. The First Amendment renewed the Lease for a five (5) year term which expires on December 19, 2012. E. The City and the Tenant agree and desire to amend the Lease to renew the teim of the Lease for an additional five (5) years, which will constitute the second (2"d) Renewal Term. F. Pursuant to Section 2 of the Lease, the City represents that it previously performed a market rent analysis as permitted therein and that based on that previous market analysis, City believes the current monthly Rent for this Lease is more than twenty percent (20%) below fair market rent, and City now desires to increase the monthly Rent under the Lease as set forth below. NOW, THEREF(ORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following terms and conditions: T-Mobile site ID: SE09753A, Twin Lakes-BPA - ]. - Term. Pursuant to Section 2 of the Lease, the Lease is hereby renewed for an additional five (5) yeaz term comrnencing on December 20, 2012 and expiring at 11:59 PM on December 19, 2017, which term shall constitute the second (2°d) Renewal Term under the Lease. 2. Rent. Connmencing on December 20, 2012, the new monthly Rent under the Lease shall be Two Thousand Five Hundred Thirty and b4/100 Dollars ($2,530.64) per month. The Rent shall be increased by four percent (4%) each January 1 during the term of the Lease beginning on January 1, 20I4. 3. Notiees. Section 16 of the Lease is hereby amended to change the notice address for the City and Tenant as follows: If to City: City Attorney 33325 Eighth Avenue South Federal Way, WA 98063 With a copy to: Mayor 33325 Eighth Avenue Sauth Federal Way, WA 98063 If to Tenant: T-Mobile USA, Inc. 12920 SE 38�' Street Bellevue, WA 98006 Attn: Lease Compliance/SE04753A 4. Full Force and Effect. All other terms and conditions af the Lease not modified by this Secand Amendment shall remain in full force and eff`ect. 5. Si�ature Authoritv. The persons who have executed this Second Amendment represent and warrant that they are duly authorized to execute this Second Amendment in their individual or representative capacity as indicated. DATED the effective date set forth above. T-Mobile site ID: SE09753A, Twin Lakes-BPA - 2 - .� ATTEST: arol McNeilly, CMC City Clerk STATE OF WASHINGTON ) ) SS. COUNTY OF KING ) CITY OF FEDERAL WAY � By: S ' Prie , Mayor AP OVED AS T FORM: � Patricia A. hardson, City Attorn y TENANT: T : LLC, a Delaware Limited Liability Printed Name Davtd Giallacher Vice President, West Region Title o4��N � M�� u�roN orc ar.iod u�a�.an oamaaom ,�a �j�� Pu99km.LLP.oualeqaL m W Yyxl�lanEryMnmcpn aU5 DMC N1121E.163M13) d8'OU' On this day personally appeared before me , ta me known ta be the of T-Mobile West LLC, a Delaware Limited Liabiliry Company, that executed the forego' instrument, and acknowledged the �said instntment to be the free and voluntary act and deed o 'd corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authoriz to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this�_ day of T-Mobile site ID: SE04753A, Twin Lakes-B?A (typed/printed name of notary) Nota.ry Public in and for the State of My commission expires - 3 - 2012. � �� °��°`"�Q C� �°" �. �,yb, �� CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT crn� cooe g ��s9 State of California County of l 0� �� On �a�1v1Ur��, Zb�2j before me, �JC��iZ '`'��Ojv�Q..l 11 �`��li✓� �tn�l�G � Date Here Insert ame and �ttle of the Officer personaily appeared ��b�� tc.�'w✓ Name(s) of Signer(s) ,.•••••••+�BE RI�ODRIGtlEZ i ;E"''"" Commiatlon � 19d9681 a "-s Notary Public - C�IHorni� Z � � ' Sm Bernardieo Counry M Comm. Ex ire= Au 30, 2016 who proved to me on the basis of satisfactory evidence to be the person(a�'whose name;�s� is/are subscribed to the within instrument and acknowledged to me that he�k� executed the same in hisfl�er/thei� authorized capacity.(i�s};- and that by his'� '�— signature�} on the instrument the person(Rs�', or the entity upon behalf of which the person�'acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: Place Notary Seal Above Signature Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: `�;�� P VWLV�d��-�- ~� L� U�G ��IVl,Q Ivurtl-- 5� 0�{-7�3� Document Date: �CCe►'n�UV Z� ��12 Number of Pages: � Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: �aN(� C�al�,ic,W.t— �] Corporate Officer — Title(s): VI(.2 �✓tSl(J.vi,-� ❑ Individual ❑ Partner — O Limited ❑ General ❑ Attomey in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Top of thumb here Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual . ❑ Partner — O Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator � Other: Signer Is Representing: � 2010 National Notary Association • NaifonalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5807 DATE [N:1l-- ---0 CITY OF FEDERAL WAY LAW DEPARTMENT DATE OUT: TO: ~/5YlIL ~ REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP 1. ORIGfNATING DEPTIDIV: ~ 2. ORIGfNATfNG STAFF PERSON:---lf, ~ TYPE OF DOCUMENT REQUESTED (CHECK ONE) o PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT EXT: t S (p L- 3. DATE REQ. BY: 1. o SECURITY DOCUMENT (EG AGREEMENT & PERF!M:AIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT l. (LESS THAN $200,000) o PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) o REAL ESTATE DOCUMENT PROJECT NAME: 1C0l t-l Wi-1Leh lit ~Wl-e()JI'Vle,vu+ NAME OF CONTRACTOR: T- M ObL L& ADDRESS: IQ'b1 N -en~ ((-(;(/(. PkiI\J '1 ~ SIGNATURE NAME: (E.G., RFB, RFP, RFQ) ~CONTRACTAMENDMENT o CDBG o OTHER AG#: D 3 - 0 11(" d) ,- ~Oe>lL& ). TELEPHONE 4Z'i - 3ft g -I'-{ VJ 'I TITLE ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES Q ALL EXHIBITS REFERENCED IN DOCUMENT o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE ) I. TERM: COMMENCEMENT DATE: 11-7..0- 0 1- COMPLETION DATE: \ 2 - Z 0 - Z 0 12. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES ONO [F YES, MAX[MUM DOLLAR AMOUNT: $ [S SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY o. CONTRACT REV[EW o PROJECT MANAGER o DIRECTOR o RISK MANAGEMENT 'fI...LAW fNITIAL/DATE APPROVED fNITIALIDATE APPROVED 1. CONTRACT SIGNATURE ROUTfNG ){LAW DEPARTMENT (7-II(j( OT o CITY MANAGER o CITY CLERK o SIGN COPY BACK TO ORGfN TI G DEPT o ASSIGNEDAG# 3'0 ~ o PURCHASfNG: PLEASE CH RG TO: I~ IDAT EAPPROVED /7_/ -z, 7/0 '7 ~tl 1J!A ~ -7~~r fNITIALIDATE APPROVED :OMMENTS A-f ffl Dt/ cd '1 to(JN Cl L D~ ( , 1'2 --I <3 -O-=t- /05 ~ · · Mobile.@ December 17, 2007 Via US Mail The City of Federal Way Attn: Heather Dunnachie PO Box 9718 Federal Way, WA 98063 Re: SE4753A BPA/Twin Lakes, First Amendment to Site Lease Agreement, AG # 03-018 Dear Heather: Enclosed please find two (2) T-Mobile executed originals of the above referenced agreement. When fully executed please return one original to: T -Mobile West Corporation Attn: Melanie Lermusik 19807 North Creek Pkwy N. Bothell, W A 98011 Please feel free to contact me with any questions or concerns at (425) 398-7498 or Melanie.lermusik@t-mobile.com. Sincerely, ~~.~ Melanie Lermusik Property Manager NW Area T-Mobile USA, Inc. 19807 North Creek Parkway North Bothell, WA 98011 FIRST AMENDMENT TO SITE LEASE AGREEMENT (AG # 03-018) This First Amendment to Site Lease Agreement ("Amendment") is dated effective this 20th day of December, 2007, and is entered into by and between the City of Federal Way, a Washington municipal corporation ("City"), and T-Mobile West Corporation, a Delaware corporation, as successor in interest to V oiceStream PCS III Corporation ("Tenant"). A. The City and Tenant's predecessor in interest, Voice Stream PCS III Corporation ("VS PCS Ill") entered into a Lease Agreement dated effective December 20, 2002, whereby the City agreed to lease to VS PCS III, as Tenant, a portion ofthe space on and air-space above the City Property ("Lease"). B. During the term of the Lease, Tenant, VS PCS III merged into T-Mobile West Corporation, a Delaware corporation, and T-Mobile West Corporation thereby succeeded to and assumed all ofVS PCS Ill's rights, duties and obligations as Tenant under the Lease. C. The Lease provided that Tenant may renew the Lease for three (3) additional five (5) year terms under Section 2. D. Under Section 27.b. of the Lease, any modification of or amendment to the Lease must be in writing and executed by both parties. E. The City and the Tenant agree and desire to amend the Lease to renew the term of the Lease for an additional five (5) years. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged the parties agree to the following terms and conditions: 1. Tenant Name The Tenant name shall be changed from V oiceStream PCS III Corporation, to the name ofT- Mobile West Corporation, a Delaware corporation due to a merger of the two entities as stated in Section B of this Amendment. 2. Term. Pursuant to Section 4 ofthe Lease, the Lease shall be renewed for an additional five (5) year term commencing on December 20,2007, and expiring December 20,2012, unless renewed pursuant to the terms of the Lease. - 1 - 3. Notices. Section 16 of the Lease shall be amended to change the notices addresses for the City and Tenant as follows: Ifto City: City Attorney P.O. Box 9718 33325 Eighth Avenue South Federal Way, W A 98063 With a copy to: City Manager PO Box 9718 33325 Eight Avenue South Federal Way, WA 98063 If to Tenant: T-Mobile West Corporation 12920 SE 28th Street Bellevue, W A 98006 Attn: Legal Department with a copy to: T-Mobile West Corporation 19807 N. Creek Parkway N. Bothell, W A 98011 Attn: Lease Administrator 4. Full Force and Effect. All other terms and conditions ofthe Lease not modified by this Amendment shall remain in full force and effect. DATED the effective date set forth above. CITY OF FEDERAL WAY By: M &:t; Neal Beets, City Manager PO Box 9718 Federal Way, W A 98063-9718 ATTEST: ity Clerk APPROVED AS TO FORM: ~c-. "d5f.-<-<-/t-- -fiv Patricia A. Richardson, City Attorney - 2 - TENANT: T-MOBILE WEST CORPORATION, a Delaware Corporation By: 1J/r~(foT E:y l~eet"/~'"1 tI- rte.rti.~ llitle I (Address) (Phone) STATE OF WASHINGTON) ) ss, COUNTY OF KING ) ~n this day personally appeared befo~e me/(I1I1t-A'04~qhbo... to me known to. be the ~lrec.-fn0~61~qe/'I-1)) i- ?t' of T-MobIle West Corporation, a Delaware Corporation, that executed the oregoing ins rument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. \\\\\1111111111/1 "II C lr-- III -$:'" \~. .,,:...-::':I4t. III~ ~ ~.'."""'Hf"" ((n '" ~ v/,,~\'l.t., t:..t;q ". v;: ~ ~ (;J '~::l" ~. '1-" :: ... .:~ .d) 1A R Y . 0)... ~ - <.~ ~ ~- :: : ..... . ..... : = - :2::: %. <p \. PUBUC .: 0 ~ " :'>". I. ~.., " I..:::, ~ ~ -Y~'-:"~l' 25 't.<;)....~0 ~' ~ ,~ '. . .' \.' , '; ,.... .........~, " /111 01= Wp..5 "", 1111111" 1111 \I \11111 GIVEN my hand and official seal this / t.j day of ,.je e -e h; j 0- ~~'/~ ~i (typedlprinte name of notary) Notary Public in and for the Sl, of ~ f- bj ~. My commISSIOn expIres ~ Q-0 , 2007. - 3 - ••••T••Mobile• T- Mobile USA, Inc. 12920 SE 38th Street, Bellevue, WA 98006 January 23, 2006 City of Federal Way 33325 8th Avenue Federal Way, WA 98063 (` 9. wP�3 - SENT BY CERTIFIED MAIL Re: Bond number 104561694 for Lease with Voicestream PCS III'Corporation as tenant ( "Lease ") and transfer of the Lease to T- Mobile West Corporation To Whom It May Concern: T- Mobile had sent a notice letter several weeks ago to the Lease landlord providing notice of our corporate restructure and as part of that process, an internal transfer of the Lease, to the T- Mobile subsidiary named above, effective January 1, 2006. Because of that internal transfer, the bond we presently have in place for the Lease has been changed to reflect the new T- Mobile entity. Enclosed is the bond rider issued by the bond surety making such a change to the bond. Otherwise, nothing else has changed regarding the bond and the bond remains in place and in effect. If you have any questions, please e-mail us at entitychange @t- mobile.com. Sincerely, r Edwin Lee Senior Corporate Counsel 7005 1820 0004 4935 697 RIDER To be attached to and form part of: Bond Number 104561694 issued by the Travelers Casualty and Surety Company of America in the amount of $4,300.00 on behalf of VOICESTREAM PCS III CORPORATION (Principal) and in favor of CITY OF FEDERAL WAY (Obligee) Now therefore, it is agreed that in consideration of the premium charged, the attached bond shall be amended as follows: The Principal name shall be amended: FROM: VOICESTREAM PCS III CORPORATION TO: T- Mobile West Corporation It is further understood and agreed that all other terms and conditions of this bond shall remain unchanged. This Rider is to be Effective this 1 st day of January, 2006. Signed, Sealed & Dated this 1st day of January, 2006. T- Mobile West Corporation B �- (Principal) Travelers Casualty and Surety ompany of America By: / /k-�c..eJ 11/� Marina Tapia, Attorney -in -Fact State of California County of Los Angeles On 1/1/06 before me, K.D. Conrad, Notary Public , personally appeared Marina Tapia personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. K. D. CONRAD z N comm. # 1368967 Ix •+ NOTARY PUBLIC • CALIFORNIA I LOS ANGELES COUNTY ., My Comm. Expires Aug. 9, 2006 TRAVELERS CASUALTY AND SURETY COMPANY OF AMERIV.A TRAVELERS CASUALTY AND SURETY COMPANY FARMINGTON CASUALTY COMPANY Hartford, Connecticut 06183 -9062 POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEY(S) -IN -FACT KNOW ALL PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, corporations duly organized under the laws of the State of Connecticut, and having their principal offices in the City of Hartford, County of Hartford, State of Connecticut, (hereinafter the "Companies ") hath made, constituted and appointed, and do by these presents make, constitute and appoint: E. S. Albrecht, Jr., Lisa L. Thornton, C. K. Nakamura, Maria Pena, Tracy Aston, Marina Tapia, Brenda Wong, Michael R. Mayberry, KD Conrad, Richard E. Bigley, Joyce Herrin, of Los Angeles, California, their true and lawful Attomey(s) -in -Fact, with full power and authority hereby conferred to sign, execute and acknowledge, at any place within the United States, the following instrument(s): by his/her sole signature and act, any and all bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking and any and all consents incident thereto and to bind the Companies, thereby as fully and to the same extent as if the same were signed by the duly authorized officers of the Companies, and all the acts of said Attomey(s) -in -Fact, pursuant to the authority herein given, are hereby ratified and confirmed. This appointment is made under and by authority of the following Standing Resolutions of said Companies, which Resolutions are now in full force and effect: VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fat and Agents to act for and on behalf of the company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her. VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary. VOTED: That any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking , shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary, or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority. This Power of Attorney and Certificate of Authority is signed and sealed by facsimile (mechanical or printed) under and by authority of the following Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, which Resolution is now in full force and effect: VOTED: That the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attomeys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified b y s uch facsimile s ignature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. (11 -00 Standard) c i n I ar , rakfhg. th� Augwt-'10, 2005 M. Kamn-Kidcpatnok siWat Jk� clity, O' F640ra, wgo� fled.04%y"WA 'Pam ge; Ten=aton of AT&T Vireless franchiseAgreanent Ordinarict 03-43.7 D p46 jilt ou yery' y V"Cm' g' 0 owoo'ftw ot�� $�Mr &i e4 wdh tfis matter. OM4 ExocutiveDimeddr of M ,cc! 1 O]ty 14wre4tce, Ruck. & GO40 1" I DATE OCT: I TO: Æ&¡ ~-e~ CITY OF FEDERAL WA LAW DEPARTMENT DATE IN: REQUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEW/SIGNATURE ROUTING SLIP 1. 2. 4. 5, 6, 7. 8, 9, 10, 11. ~~ ORIGINATING DEPT/DIV. , ORIGINATING STAFF PERSON:;f~ /-<~~ TYPE OF DOCUMENT REQl JESTED (CHECK ONE) 0 PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE/LABOR AGREEMENT 0 PUBLIC WORKS CONTRACT 0 SMALL PUBLIC WORKS CONTRACT (LESS THAN $200.000) 0 PURCHASE AGREEMENT) (MATERlALS, SUPPLIES, EQI IIPMENTj 0 REAL ESTATE DOCUMENT /-/UO~ PROJECT NAME: NAME OF CONTRACTOR: ADDRESS: 3{,:f5o SIGNATURE NAME: 3. DATE REQ, BY: 0 SECURITY DOCUMENT (EO AGRII'M'" & PEREIMAIN BOND: ASSIGNMENT 01 II,"JS IN LIEU OF BOND) [J CONTRACTOR SELECTION DOCUMENT (E,O, RFB, RFP, RFQ) 0 CONTRACT AMENDMENT AG#: 0 CDBG Jf OTHER ~\--\e- \...Q 0v:J¿ ~ / ~/G~/..{eC( ¡;{ Æs-.7lr \6 \ "" (11 ÚI COMMENTS '::;I¿ , t'rlk-tJ1H TELEPHONE TITLE ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES 0 ALL EXHIBITS REFERENCED IN DOCUMENT 0 INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE TERM: COMMENCEMENT DATE: COMPLETION DATE: TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -- ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOUDA Y RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY CONTRACT REVIEW 0 PROJECT MANAGER 0 DIRECTOR 0 RISK MANAGEMENT 0 LAW CONTRACT SIGNATURE ROUTING JI¡- LAW DEPARTMENT EITY MANAGER !TY CLERK 0», IGN COpy BACK TO ORGINATING DEPT, ~ASSIGNEDAG# ð3-oll? 0 PURCHASING: PLEASE CHARGE TO: INITIALIDATE APPROVED IN!TIALIDATE APPROVED INITIALIDATE APPROVED /-,-//'7 ~/kð , "; l') ~tsìÞ--,l-- 3-'5"-()3 ~/A { INITIALIDATE APPROVED 10/09/02 ORIGINAL A-6-Ho 5,-Or ¡ SITE LEASE AGREEMENT THIS LEASE is entered into this 20iay 0fù:cem~2, by and between the CITY OF FEDERAL WAY, WASHINGTON, a municipal corporation (hereinafter "City") and VOrCESTREAM PCS III CORPORATION, a Delaware corporation, with its principal office located at 3650 - 13 I st A ve- S,E., Bellevue, W A 98006 (hereinafter "Tenant"). City is the owner in fee simple of a parcel of land located in the City legally described on the attached Exhibit A (the "Premises"), Tenant desires to lease space on and air-space above the Premises as described below for the installation and operation of certain equipment which include requisite antennas, connecting cables and one (I) equipment 'cabinet to be used by Tenant and appurtenances (collectively, "Equipment") for use in connection with its operation of telephony wireless communications service more specifically identified as personal communications service ("PCS"), In consideration of their mutual covenants, the parties agree as follows: L Leased Premises, City leases to Tenant and Tenant leases trom City, on a non- exclusive basis, a portion of the Premises as legally described in attached Exhibit A together with necessary space and rights for access and utilities, all as described and depicted in attached Exhibit R Tenant may not add Equipment in addition to that shown on Exhibit B other than as may be approved in writing by the City, which approval may be withheld pursuant only to lawful authority in the City's sole and absolute discretion and nothing shall constitute a waiver of Tenant's rights under applicable law, 2, Tean. This Lease shall be five (5) years and shall commence on the date of execution by the City (the "Commencement Date") and shall end at 12:00 a,m, (midnight) on the fifth (5th) anniversary of the Commencement Date, This Lease may be renewed for three (3) additional five (5) year tenus ("Renewal Teans") upon giving written notice to the City no more than six (6) months before and no later than three (3) months before the end of the current five (5) year tean, The City may refuse to renew (i) in the event of breach of the Lease during the preceding tean, or (ii) if the fair market rental, as deteanined by an independent appraiser jointly selected and paid for by the City and Tenant, is 20% more than what would otherwise be due by the Tenant hereunder; provided that the City gives 60 days notice to Tenant and MAr real estate appraisal methods are followed, Any such refusal shall be in writing and shall be sent to Tenant at least sixty (60) days prior to expiration of the then current five (5) year tean, In addition, the City may refuse to renew this Lease if relocation is required pursuant to Paragraph 26 herein, and a suitable alternative location for the Premises cannot be agreed upon, - 1- ORIGINAL 3, Rent a, During the first five (5) year tenn Tenant shall pay to the City rental fees in the amount of $975.00 per month ("Rent"), due on the 5th day of each month (in addition to the deposit of $975,00 from Tenant to City to ensure perfonnance but not as a limitation of Tenant's liability herein), The deposit shall be held by the City without liability for interest Tenant specifically waives any right to bring an action that the rent obligation herein is contrary to the provisions of any local, state or federal law, provided that if the rent obligation is detennined to be contrary to local, state or federal law through legal actions brought by others then Tenant shall have the right as Tenant's sole remedy to immediately tenninate this Lease without penalty or other liability at its sole discretion- If this Lease is tenninated at any time other than on the last day of the month, rent shall be prorated as of the date oftennination and, in the event of tennination for any reason other than nonpayment of rent, all prepaid rents shall be refunded to Tenant, less any expenses or damage incurred by the City as a result of the tennination. Tenant shall pay the City a late payment charge equal to five percent (5%) of the amount due for any payment not paid when due, Any amounts not paid when due shall bear interest until paid at the lesser of the rate of two percent (2%) per month or the highest rate pennitted by law- b- The Rent shall be increased by four percent (4%) per year throughout the Tenn of this Lease and Renewal Tenns (if any), c, Within thirty (30) days of the Commencement Date, and following receipt of an invoice ¡¡-om the City, Tenant shall reimburse the City for all of the City's costs and expenses to negotiate and execute this Lease, including attorneys' and consultants' fees and the time expended by the City staff and City Attorney's office, The amount to be reimbursed shall not exceed Five Thousand Dollars ($5,000), 4, Pennitted Use of Premises, a, Tenant shall use that portion of the Premises leased herein for the installation, operation and maintenance of its Equipment to provide PCS and no other service- The Equipment and Premises may not be used for cable, data, Internet or other telecommunications services, b, Tenant shall, at its expense, comply with all applicable federal, state and local laws, ordinances, rules and regulations (including laws and ordinances relating to zoning, aesthetics, landscaping, fencing, pennits, removal and abandonment, screening, health, radio ¡¡-equency emissions, other radiation and safety) in connection with the provision of PCS service and the use, operation, maintenance, construction and/or installation of Equipment and/or the Premises provided, however, that Tenant shall not be required to comply where its rights have previously vested by operation of law, Tenant shall obtain all required governmental approvals, authorizations, licenses and pennits at Tenant's expense, City agrees to reasonably cooperate with Tenant in obtaining, at Tenant's expense including reimbursements of City's reasonable attorney, administrative and other related fees, any licenses and penn its required by Tenant's use of the Premises, -2- c, Tenant shall remove the Equipment from the Premises upon termination of the Lease- Upon removal of the Equipment, Tenant shall restore the affected area of the Premises to the reasonable satisfaction of the City, All costs and expenses for the removal and restoration to be performed by Tenant shall be borne by Tenant If, however, Tenant requests permission not to remove all or a portion of the improvements and City consents to such nonremoval, title to the affected improvements shall thereupon transfer to City and the same thereafter shall be the sole and entire property of City, and Tenant shall be relieved of its duty to otherwise remove same. d. The City reserves the right to regulate, use, occupy and enjoy the Premises such purposes as it shall desire including, but not limited to, municipal park purposes subject to the provisions of this Lease, Pursuant to Paragraph 26 below, the City may require Tenant to remove, repair, relocate, change, or reconstruct the Equipment pursuant to the City's instructions. 5, Restoration, In the event that Tenant causes damage of any kind to the Premises during the course of installing, operating or maintaining the Equipment, including damage to any right-of-way caused by cutting, boring, jack hammering, excavation or other work, and including latent damage not immediately apparent at the time ofthe work, Tenant shall repair the damage and/or restore the Premises and/or right-of-way at its sole cost and expense, without delay or interruption and within the reasonable time period prescribed by the City. Restoration of the Premises or right-of-way shall be to a condition which is equivalent to or better than the condition ofthe right-of-way prior to commencing the installation, operation or maintenance of the Equipment and to a condition reasonably satisfactory to the City, Restoration of the right-of-way surface shall either include six inches (6") of crushed surfacing top course and three inches (3") of asphalt, class "B", or be replaced to the original condition, at the City's sole discretion, Whenever part of a square or slab or existing concrete sidewalk or driveway is cut or damaged, the entire square or slab shall be removed and replaced, All materials and compacting shall be in accordance with the "Standards and Specifications for Road, Bridge, and Municipal Construction," as amended- 6. Improvements, Tenant may update or replace the equipment from time to time provided that the replacement facilities are not greater in number or size or different in type, color or shape or height than the existing facilities and that any change in their location on the Premises is approved in writing by City which approval shall not be unreasonably withheld and which shall be pursuant to lawful authority, Subject to the foregoing, Tenant may change the Equipment configuration specified in attached Exhibit B or add facilities with the prior written approval of City- Tenant shall submit to City a written request for any such change or addition and any supplemental materials as may be requested, for City's evaluation and approvaL City shall have thirty (30) days after receipt of all requested materials in which to respond to such request and unless City so notifies Tenant to the contrary such approval shall be deemed granted, No lights or signs may be installed on the premises or as part of the Equipment. -3- 7. Premises Access, Tenant shall have reasonable access to the Premises 24-hours- a-day, 7 days-a~week, City retains and reserves the right to access the Premises at all times, 8, Utilities, Tenant shall have the right to install needed utilities and, at its expense, separately meter charges for the consumption of electricity and other utilities associated with its use of the Premises and shall timely pay all costs associated therewith. 9, Maintenance. Tenant shall, at its own expense, maintain the Premises and Equipment on or attached to the Premises in a safe condition and in good repair. Additionally, Tenant shall keep the Premises fi-ee of debris caused by Tenant and anything of a dangerous, noxious or offensive nature or which would create a hazard or undue vibration, heat, noise or any interference with City services caused by Tenant. Tenant shall have sole responsibility for the maintenance, repair and security of its Equipment and leasehold improvements and shall keep the same in good repair and condition during the Lease term, Upon termination of this Lease, Tenant shall return the Premises to the same condition as prior to this lease, normal wear and tear excepted- 10, Compliance with Laws. Tenant's use of the Premises is subject to its obtaining all certificates, permits, zoning and other approvals that may be required by any federal, state or local authority or fi-om any other necessary person or entity, Tenant shall erect, maintain and operate its Equipment in accordance with applicable site standards, statues, ordinances, rules and regulations issued by the Federal Communications Commission, the City, federal or state govemment or any other governing bodies; provided, however, that Tenant shall not be required to comply where its rights have previously vested by operation of law, Tenant specifically waives any right to bring an action that any aspect of this Lease is contrary to any local, state or federal law (including by way of illustration and not limitation the Telecommunications Act of 1996), provided that if the Lease is determined to be contrary to local, state or federal law through legal actions brought by others then Tenant shall have the right, as Tenant's sole remedy, to immediately terminate this Lease without penalty or other liability at its sole discretion)- ill addition, Tenant specifically acknowledges that all of the Premises are City property and s¡¡bject to City's regulatory authority, Nothing herein shall be deemed to limit, impair or affect City's authority to permit, fi-anchise or othe¡wise approve usage ofrights-of-way pursuant to its regulatory authority, I I, illterference, Tenant shall not use the Premises in any way which unreasonably interferes with the use of the Premises by City, or lessees, tenants or licensees of City, with rights to the Premises prior in time to Tenant's, City shall have the right to permit co-location of other telecommunications facilities on the Premises, to fi-anchise or to permit usage of rights of way, provided such co-location, fi-anchising or permitting does not othe¡wise violate any applicable law or unreasonably interfere with Tenant's transmission and signals use in connection with its operation of telephony wireless communication service more specifically identified as personal communications service ("PCS"), In the event that any other tenant's activities interfere with Tenant's use of the Facilities, and Tenant cannot work this interference out with the other tenants, Tenant may, upon 30 days notice to City, terminate this Lease and restore the leased premises to its original condition, -4- reasonable wear and tear accepted. In such event, Tenant shall be entitled to a pro rata refund of all pre-paid rent. Tenant shall cooperate with all other users to identify the causes of and work towards the resolution of any electronic interference problem, In addition, Tenant agrees to eliminate any radio or television interference caused to City facilities or surrounding residences by Tenant's facilities at Tenant's own expense and without imposition of extra filters on City equipment. Tenant further agrees to accept such interference as may be received from City operated equipment. 12, Tennination, a, Except as otherwise provided herein, this Lease may be tenninated, without penalty to City or further liability of City, as follows: i, Upon thirty (30) days written notice by either party for failure to cure a default or breach, including non-payment of amounts due under this Lease, within that thirty (30) day period; or such longer period as may be required to diligently complete a cure commenced within the thirty (30) day period; ii, Upon ninety (90) days written notice by Company that the Premises are or become unusable under Company's design or engineering specifications for its Equipment or the communications system to which the Equipment belongs, or for any other reason as detennined by Company in its reasonable discretion~ iii, Upon thirty (30) days written notice by City (i) ifTenant pennanently abandons the Premises or its Equipment; provided, however, that Tenant's tennination of operation of its Equipment, or removal of Equipment ITom the Property, shall not constitute abandonment so long as Tenant is current on rent, Tenant notifies City in writing within the 3D-day notice period that Tenant does not intend to abandon the Premises or its Equipment, and Tenant reinstalls and resumes operation of its Equipment within 90 days after the 3D-day notice period.; or (ii) if Tenant becomes the subject of a bankruptcy proceeding and the bankruptcy proceeding is not vacated within one hundred twenty (120) days; iv Upon ninety (90) days written notice by City, for reasons involving public health, safety, or welfare, In addition, if the public's health, safety or welfare is endangered by the operations of Ten ant's Equipment and Tenant fails to discontinue its operations as soon as is reasonably possible after receipt of notice thereof, and thereafter Tenant is unable to cure the conditions causing the endangennent within thirty (30) days after receipt of such notice, City may immediately tenninate this Lease, v, Immediately, in the event of an emergency, as detennined by the City in its reasonable discretion, In the event of an emergency arising ITom Tenant's Equipment or operation thereof, or Tenant's use of the Premises, the City may tenninate only if Tenant fails to cure the situation giving rise to the emergency arising trom Tenant's Equipment or Tenant's use of the Premises as soon as is reasonably possible, as detennined by the City in its reasonable discretion, after Tenant's receipt of notice thereof. -5- vi, Upon thirty (30) days written notice by Tenant if it does not obtain or maintain, through no fault of Ten ant and using reasonable efforts to maintain, any license, pennit or other approval necessary for the construction and operation of its Equipment on the Premises; or if it is unable to occupy and utilize the Premises due to an action of the FCC, including, without limitation, a take back of channels or change in ITequencies, b, In the event of any tennination under this Section, Tenant shall pay City all monies due, including reasonable attorney and collection fees and any other damages incurred by City as a result of such tennination, but excluding indirect consequential damages, In addition Company shall, at its sole expense, return the Premises to the same condition as prior to this Lease ( nonnal wear and tear excepted), and shall remove all Equipment. c, No re-entry and taking of possession of the Premises by City shall be construed as an election on City's part to tenninate this Lease, regardless of the extent of renovations and alterations by City, unless a written notice of such intention is given to Company by City, Notwithstanding any reletting without tennination, City may at any time thereafter elect to tenninate this Lease for such previous breach, 13- Indemnity and Insurance- a, Disclaimer of Liability. City shall not, at any time, be liable for injury or damage occurring to any person or property arising out of Tenant's construction, installation, maintenance, repair, use, operation, condition or dismantling of the Premises or Tenant's Equipment; nor shall Tenant be liable, at any time, for any like injury or damage arising from the City's ownership, acts or omissions related to the Premises; provided, further, that neither City nor Tenant shall be liable for claims arising ITom the other's sole, proportionate concurrent negligence, breach of contract or intentional acts or omissions of their officers, boards, commissions, employees, agents, attorneys and contractors. Tenant releases and waives any and all claims against the City, its officers, agents, employees or contractors for damage to or destruction of Tenant's Equipment caused by or arising out of activities conducted by the City, its officers, agents, employees and contractors, in the public ways and upon City-owned property subject to this Lease, except to the extent any such damage or destruction is caused by or arises ITom the sole negligence, proportionate concurrent negligence, breach of this Lease or any willful or malicious action on the part of the City, its officers, agents, employees or contractors. Tenant further agrees to indemnity, hold hannless and defend the City against any claims for damages, including, but not limited to, business intemlption damages and lost profits, brought by or under users of Ten ant's facilities as the result of any intemlption of service due to damage or destruction of Tenant's facilities caused by or arising out of activities conducted by the City, its officers, agents, employees or contractors, except to the extent any such damage or destruction is caused by or arises ITom the sole negligence, proportionate concurrent negligence, breach of this Lease or any willful or malicious action on the part of the City, its officers, agents, employees or contractors, The provisions of this Section shall survive the expiration, revocation, or tennination of this Lease- -6- b, Indemnification and Hold Harmless, Tenant and City shall, at their sole cost and expense, indemnify and hold harmless and defend one another and their officers, boards, commissions, employees, agents, attorneys, successors, assigns and contractors from and against any and all liability, damages and claims (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be asserted by reason of any act or omission of each, its employees, agents or contractors or which may be in any way connected with the other's intentional acts, omissions or breaches of contract. The provisions of this Section shall survive the expiration, revocation, or tennination of this Lease, c, Insurance. During the tenn of this Lease, Tenant shall maintain in full force and effect and at its sole cost and expense, and naming City, its officers, boards, commission, employees and agents as additional insureds, the following types and limits of insurance:, i. Comprehensive commercial general liability insurance with minimum limits of Two Million Dollars ($2,000,000) per occurrence and Five Million Dollars ($5,000,000) in the annual aggregate, ii, Comprehensive automobile liability insurance with combined single minimum limits of Two Million Dollars ($2,000,000) per occurrence and Five Million Dollars ($5,000,000) in the annual aggregate, iii. Worker's compensation insurance and such other insurance as may be required by law. d, Evidence of Insurance, Certificates of insurance for each insurance policy required by this Lease, along with written evidence of payment of required premiums, shall be filed and maintained with City prior to commencement of the tenn of this Lease and thereafter. e. Cancellation of policies of Insurance. All insurance policies maintained pursuant to this Lease shall contain the following or substantially similar endorsement: "At least thirty (30) days prior written notice shall be given to City by the insurer of any intention not to renew such policy or to cancel, replace or reduce coverage regarding the Premises, such notice to be given by registered mail." f. Deductibles- reasonable deductibIes. All insurance policies may be written with commercially g, License, All insurance policies shall be with insurers licensed to do business in the State of Washington and with a rating according to Am Best of A-IV or better, unless waived by the City, -7- h, Defense ofCitv. When under the telms of this Lease Tenant is required to defend the City against any action or proceeding brought against the City, Tenant shall, at Tenant's sole cost and expense, resist and defend the same provided, however, that Tenant shall not admit liability in any such matter on behalf of the City without the written consent of City, 14. Holding Over. Any holding over after the expiration of the term hereof, with the consent of the City, shall be construed to be a tenancy from month to month and shall otherwise be on the terms, covenants and conditions herein specified, 15, Acceptance of Premises, Tenant accepts the Premises in the condition existing as of the Commencement Date, City makes no representation or warranty with respect to the condition of the Premises, 16, Notices, All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: If to City, to: City Attorney p,O- Box 9718 33530- IS'WaySo, Federal Way, W A 98063 With a copy to: City Manager P,O. Box 9718 33530 -- 1st Way So, Federal Way, W A 98063 Ifto Tenant, to: Voice Stream PCS III Corp, 12920 SE 38th Street Bellevue, W A 98006 Attn; Legal Dept. w/ copy to: VoiceStream PCS III Corp, 19807 N, Creek Parkway N, Bothell, WA 98011 Attn: Lease Administrator I7, Subleasing or Assignment Tenant may not assign this Lease or sublet the Premises or Equipment, in whole or in part, without the prior written consent of City, which may not be umeasonably withheld. City may inquire into the qualifications and financial stability of a potential assignee or sublessee and reasonably request any information related to such inquiry and may also condition such approval upon the financial and technical expertise of a proposed assignee or sublessee and upon the resolution of any compliance obligation under the Lease. If the City has not responded to a request to assign or sublet with a decision within forty-five (45) days, City approval shall be deemed given, Tenant may, however, upon notice to City and without City approval, mortgage or grant a security interest in this Lease and the Equipment 18. Successors and Assigns, Subject to Section 17, this Lease shall be binding upon and inure to the benefit of the parties, and their respective permitted successors and assigns, -8- 19, Non-Waiver. Failure of City to insist on strict perfonnance of any of the conditions, covenants, tenus or provisions of this Lease or to exercise any of its rights hereunder shall not waive such rights, but City shall have the right to enforce such rights at any time and take such action as might be lawful or authorized, either in law or equity; provided that the City may not seek enforcement for perfonnance more than six (6) months after the City receives notice of a failure to perfonn. The receipt of any sum paid by Tenant to City after a breach of this Lease shall not be deemed a waiver of such breach unless expressly set forth in writing by the City within 10 days after receipt 20, Taxes, Tenant shall pay all personal property taxes (or payments in lieu of taxes) and assessments for the Premises, if any, which become due and payable during the tenn of this Lease attributable to the Equipment or Tenant's use of the premises, 21. Lease Subject to Future Ordinances, Tenant acknowledges that the City may develop rules, regulations, ordinances and specifications for the use of the Public Right-of-Way and City property which shall govern Tenant's Equipment and activities hereunder as if they were in effect at the time this Lease was executed by the City, and Tenant covenants and agrees to be bound by same; provided, however, that Tenant shall not be bound where its rights have previously vested by operation of law, 22, Authority, City represents to Tenant that: a- City has authority to execute this Lease; b. City has title to the Premises free and clear of any liens or mortgages, except those matters, liens and/or mortgages which are of record, disclosed and/or othelWise apparent to Tenant; c, There is legal ingress and egress to the Premises from a Public Right-of- Way; and d. Execution and perfonnance of this Lease will not violate any laws or agreements binding on City, 23, Condemnation, In the event the Premises are taken in whole or in part by any entity by eminent domain, this Lease shall tenninate as of the date title to the Premises vests in the condemning authority. Tenant shall not be entitled to any portion of the award paid and the City shall receive the full amount of such award, Tenant hereby expressly waives any right or claim to any portion thereof Tenant shall have the right to claim and recover from the condemning authority, other than the City, such compensation as may be separately awarded or recoverable by Tenant 24, Alteration, Damage or Destruction, If the Premises or any portion thereof is altered, destroyed or damaged so as to materially hinder effective use of the Equipment through no fault or negligence of Tenant, Tenant may elect to tenninate this Lease upon thirty (30) days written notice to City, as Tenant's sole remedy. In such event, Tenant shall promptly remove the -9- Equipment from the Premises and shall restore the Premises to the same condition as existed prior to this Lease, normal wear and tear excepted, This Lease (and Tenant's obligation to pay rent) shall terminate upon Tenant's fulfillment of the obligations set forth in the preceding sentence and its other obligations hereunder, at which termination Tenant shall be entitled to the reimbursement of any Rent prepaid by Tenant. City shall have no obligation to repair any damage to any portion ofthe Premises- 25, Dangerous Conditions: Authority for City to Abate, Whenever construction, installation, or excavation of telecommunications facilities authorized by this Lease has caused or contributed to a condition that appears to substantially impair the lateral support of the adjoining public way, street or public place, or endangers the public, street utilities, or City- owned property, the Public Work Director may direct Tenant, at Tenant's own expense, to take reasonable action to protect the public, adjacent public places, City-owned property, streets, utilities, and public ways. Such action may include compliance with a prescribed time, In the event that Tenant fails or refuses to promptly take the actions directed by the City, or fails to fully comply with such directions, or if emergency conditions exist which require immediate action, the City may enter upon the Leased Premises and take such actions as are reasonably necessary to protect the public, the adjacent streets, public ways, and utilities, to maintain the lateral support thereof, or actions regarded as necessary safety precautions; and Tenant shall be liable to the City for the costs thereof. The provisions of this Section shall survive the expiration, revocation, or termination by other means of this Lease- 26, Relocation of Facilities. In the event City desires to redevelop, modify, remodel or in any way alter the Property and/or any improvements located thereon ("Redevelopment"), City shall in good faith use its best efforts to fully accommodate Tenant's continuing use of the Premises, Should any proposed Redevelopment necessitate the relocation of the Tenant's Equipment, Tenant and City shall use best efforts to find a mutually acceptable alternate location for the Tenant's Equipment. Tenant shall relocate or make the necessary alterations, at Tenant's sole cost, expense and risk; provided, however, that City has provided Tenant with no less than ninety (90) days prior written notice of City's proposed Redevelopment. In the event that Tenant and City cannot agree on an alternate location for Tenant's Equipment on the Property using best efforts, either party may terminate this Lease, the effective termination date being ninety (90) days after Tenant's receipt of City's notice of the proposed Redevelopment. If the parties agree on an acceptable alternate location for Tenant's Equipment, Tenant and City agree to use their best efforts to amend this Lease to document the new, alternate Equipment location, and ¡¡-om and after the date Tenant begins installation of its Equipment at such new location, such new location shall be deemed the Premises (or part thereof, as applicable) herein, 27. Miscellaneous a, City and Tenant respectively represent that their signatory is duly authorized and has full right, power and authority to execute this Lease, b, With the exception of the applicable laws, ordinances, rules and regulation, this Lease constitutes the entire agreement and understanding of the parties and -10- supersedes all offers, negotiations and other agreements of any kind, Except as previously set forth, there are no representations or understandings of any kind not set forth herein, Any modification of or amendment to this Lease must be in writing and executed by both parties, c, This Lease shall be construed in accordance with the laws of the State of Washington, d, Section captions and headings are intended solely to facilitate the reading thereof. Such captions and headings shall not affect the meaning or interpretation of the text herein, e. If the methods of taxation in effect at the Commencement Date of the Lease are altered so that in lieu of or as a substitute for or in addition to any portion of the property taxes and special assessments, if any, now imposed on Equipment, there is imposed a tax upon or against the rentals payable by Tenant to City, Tenant shall also pay those amounts, f. Tenant shall be responsible for obtaining all necessary approvals, authorizations and agreements ftom any party or entity and it is acknowledged and agreed that the City is making no representation, warranty or covenant whether any of the foregoing approvals, authorizations or agreements are required or have been obtained by Tenant ftom any person or entity, g- If any tenn of this Lease is found to be void or invalid, such invalidity shall not affect the remaining tenns of this Lease, which shall continue in full force and effect. h, This Agreement may be enforced at both law and equity, Damages are not an adequate remedy for breach. i- Any Memorandum of Lease to be recorded by Tenant shall be in the fonn attached hereto as Exhibit C. This Lease was executed as ofthe date first set forth above, CIT VOICESTREAM PCS ill CORPORATION By: By: ~ Title: -11- J~T~ City Clerk, N, Christine Green, CMC APPROVED AS TO FORM: I~ ' \, L~~ \~ \lu-\" ('l\\\l \l , ity Attorney, pa~cia A. RicJ~n STATE OF WASHINGTON ) ) ss, ) COUNTY OF KING I certify that I know or have satisfactory evidence that T ~ -RIA.,.' is the person who appeared before me, and said person acknowledged that he- signed s InStrument, on oatli stated that h~was authorized to execute the instrument and acknowledged it as the lEx/>( Í« Ý7ÍA' lIJ'rn' n.r- of VoiceStream PCS III Corporation to be the ITee and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: /2/;.;2 10;2. / f ~¿;~ C ¿ J7 No ryPublic " ~ i Print Name ,#Je...)QJJlf %2 7!:¡h-¡'1~ My conurusslOn expIres -s:- S- f .""'" , ..., C' LE:I?"" .' ~~ .""", ." " :' ,t,,',¡'¿SIONE,tPi:',v,¡,--- , ",:~ A R '9",;, ..... . :/JJ,:~,,\)1 Yð'",~: : ::;: it> .-.- ~ z : :. ¡p\ PUBl'l;, .if?:: ", :.A '., !i,"'" r~ : '"17X'~AY 25,'I:~'" ~v .- ""~ OF"W~S~"'.'" "" ,..' (Use this space for notary stamp/seal) K\T~"""",\V",,Stre,m Twio l,k~ BPA 'oal -12- EXHIBIT A Legal Description The property is legally described as follows: Tracts A and B, Meadowpark Division I, according to the plat thereof recorded in Volume 145 of Plats, pages 98 through 101, inclusive, in King County, W A, Tax parcel: 542242-0000 EXHIBIT B Site Location Within the Premises and Site Plan t. S,W, J48TH ST ~ ~ ~ S,W, J49TH sr. CITY or FEDERAL ¡ Ô I WAY PROPERTY ~I I il~~ ! : 51-' L § :' CEN~RUNE OF SPA T~S"ISS~N T':E~ - --- ~ - - NORTH lINE, OFlw.oRONA "ü.õOWS ~ BPA TRANSIAISSION i I ,- ~: ð HOWER ~ I :JI ~I ~ ~ ~I ~ ~ ~ ~I ~: ~I ¡::I ~ "'I if I ~ I °1 I i, 175'-0- : i5 : ", : J15'-<1' SPAtASElÆNT ! ' <D BP £ P lJJCA 1IaN EXHIBIT B- Cont. Site Location Within the Premises and Site Plan ~ 25'~'~ 15"-0' rlELO VERIFY PROPER»' UN( 40U1' - - - (j-~';þ1 ""~øo'" ~~ I ~ g 0 , ;., t ~ ~ ~ â â c;: c;: 'T "'§' ~ ~ 0"""-",,- 0.."""""""""""""""""",,,,- ~~..ro~,(_O~"""'" ~;g=.J';.~~---~"""" 0=."":=",,,"""""-"""""" 0"'""""""""""""""""""""""""" ~""SHŒß.-~.-,roo""",""""""",,- ~ .... m£PHONE "" ...... "","""" 0£fÐ< '" . VH. <V~~..."""-- ~""""""--"-""SHŒf_' roo""",-,- <v~~-:;""=::~~~,....""",,,. <ì>f~~-=~';":\~~~..:~- ~ ~ ..:... -:':"...::;r..:;: ~ ~ roo """-'- ~ """"'" """ """" .... - "" SHŒf H, ~::':::= = ~.~ ""'" When Recorded Send To: VoiceStream PCS III Corporation Suite 200 Leasing Administrator 3650 - 131" AYe, S,E. Bellevue W A 98006 EXHIBIT C MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE is entered into on this .1s? day of ~ vn\ }J-\, 2002, by and between the CITY OF FEDERAL WAY, a Washington municipal corporation, with an office at 33530 -- 151 Way South, Federal Way, W A 98003 (hereinafter referred to as "City"), and VoiceStream PCS III Corporation, dba VoiceStream, with an office at Suite 200, 3650 - 131 st Ave, S.E., Bellevue, W A 98006 (hereinafter referred to as "Tenant"). I. City and Tenant entered into a Lease (the "Lease") on \ 2. J "2.. (;> , 2002, for the purpose of installing, operating and maintaining a communications facility in connection with Tenant's wireless telephone communications service and other improvements, 2, The term of the Lease is for five (5) years commencing on 1'2.-1-7_<::>, 2002, ("Commencement Date") and terminating on the fifth ann~ of the Commencement Date with three (3) successive five (5) year options to renew (subject to the provisions of the Lease), 3, The land that is the subject of the Lease is described in Exhibit A annexed hereto, The portion of the land being leased to Tenant (the "Premises") is described in Exhibit B annexed hereto, IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day and year first above written, TENANT: VoiceStream PCS III Corporation" a Delaware corporation, d/b/a VoiceStream Executive Director ::k. ~t2h' , 1- C-l APPROVED AS TO FORM: STATE OF /'1//1/<;41'13 ,~ COUNTY OF ki:J °'Tu#:l¡}1í /Co~%er~o~:~~~:~ ~~~:;';ro~l:=::i ba~~~7sa~~;~~~;:~~':;~~) ~~~:a~~~ person ose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrumenl, the enIity upon behalf of which the person acted, executed the instrument. WlTNÜ:: ~dþOffiCZ Y ~""'" J, t My commission expires: ~.2 s-¡ " c¡ (SEAL) ",.¿:'LÉ'R::". ,',<V ,""'.. "'e,,', ..'~",<¡;;'\ONEX,ò¿¡':,.~--. : :J:~~ 1~RY~""1". . UI:c ",II ',' : ::;¡:'-' -.- :z: :.:, \"\" if!: ",<1""""" puB 'L.¡,~"'ø..' , "¥>. '~AY 2~",' .>.~ ' "':(¡ÓF'W'p..<:'~"'" """'" "., -2- At:t...... CERTIFICATE OF INSURANCE DATE (MMlDDNY) 1/29/2003 PRODUCER Aon Risk Servlces,lnc, ofWA 1420 5th Avenue, Suite 1200 Seattle, WA 98101 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, INSURERS AFFORDING COVERAGE INSURED INSURER A. SI Paul Fire & Marine Ins T-Mobile USA, Inc, (forme~y VoiceStream Wireless Corporation) 12920 Southeast 38th Street Bellevue, WA 98006 INSURER B' Lumbermen' u Ity Company THE POLICIES OF INSURANCE LISTED 8ELOW HAVE BEEN ISSUED TO THE I ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HE POLICIES, THE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, co TYPE OF INSURANCE POLICY NUMBER LIMITS CrR A GENERAL LIABIUTY TEO8400984 S/1/2002 5/1/2003 GENERAL AGGREGATE 2,000,000 ~ CO..ERC'ACG,"ERAC"AB'UTY PROOUCTS - COMPIOP AGG 2,000,000 D CLAI.' MAOE ~ OCCURRENCE PERSONAl & I>DV INJURY 1,000,000 ~ OWNER'S' CONTRACTOR" PRO' EACH OCCURRENCE 1,000,000 ~ Coot",auBI Liabilily 1001"'" Certificate Holder Is an Addt'!. Insd, FIRE OAMAGE (Any 000 FI",) 1,000,000 MED EXP (Any Doe Pa"ool 25,000 AUTOMOBILE LIABILITY TEO8400984 ADS 5/1/2002 S/112003 COMBINED SINGLE LIMIT 1,000,000 A ~ ANY AUW D AUOWNEOAUW, TEO840098401 TX BODILY INJURY [] SOHEDueEDAUTO' (Pel pelSon) ~ HfREDAU'OS MAO8400002 MA BODILY INJURY ~ NON-OWNED AUTOS TEO8400988 VA (pela""'e",) D PROPERTY DAMAGE D GARAGE LIABILITY AUTO ONLY EAACCIDENT 0 ANY AUW OTHER THAN AUTO ONLY' EACH ACCtOENT $ AGGGREGATE $ A EXCESS LIABILITY TEO8400984 5/1/2002 5/1/2003 EACH OCCURRENCE $ 5,000,000 ~ U.BRE"" FOR. AGGREGATE $ 5,000,000 D O'HER'",N U.BRE"" F"". $ WORKERS' COMPENSATION ANO SBA1296S3-Q2 ADS S/1/2002 5/1/2003 ~ wc m,", B EMPLOYERS' LIABILITY WRY ".fm THE PROPRIETORI ~ INCL SBA129654-02 AZlLA E.L. EACH ACCIOENT 1,000,000 PARTNERSlEXECUTIVE E.L. OISEASE - POLICY LIMIT 1,000,000 OFFICERS ARE 0 EXCL SBA1296SS-Q2 WI EL DISEASE - EA EMPLOYEE 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCA TIONSNEHICLESJRESTRICTIONS/SPECIAL ITEMS vs / 46/3/ 22552 Site Number SE4753A, Sile Name, BPAI Twin Lakes, Site Addle'" 1425 SW 3491h Stleel, Fedelal Way, WA 98023, CERTIFICATE HOLDER IS AN ADDITIQNAL INSURED FOR GL SOLELY AS RESPECTS OPERATIONS OFTHE NAMED INSURED AT THE ABOVE LOCATION, City of Federal Way Altn: Karen Kirkpatrick P,O, Box 9718 33530 1st Way S Federal Way, WA 98063 SHOULO ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL -'2.... DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, fTS AGENTS OR REPRESENTATIVES AUTHORIZED REPRESENTATIVE