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AG 05-126RETURN TO: Thomas Fichtner EXT:2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: IT 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT El HUMAN SERVICES/ CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION A CONTRACT AMENDMENT (AG #): 05 -126X V ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Site Lease for City WiFi Project 6. NAME OF CONTRACTOR: BACM 2004 -1 320th Street South, LLC - c/o Commerece Real Estate Solutions, LLC ADDRESS: ATTN: Property Manager, 1420 Fifth Ave. #2600; Seattle, WA 98101 TELEPHONE 206 - 682 -0666 E -MAIL: Janice.Davis @comre.com FAX: 206 -521 -0298 SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS . ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 7/1/2015 COMPLETION DATE: 6/30/2020 9. TOTAL COMPENSATION $ 20,760 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES A NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ©NO IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY o PURCHASING: PLEASE CHARGE TO: 502 - 1100 - 046- 518 - 93-452 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ,PROJECT MANAGER 7 % i , Q- DIRECTOR � ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCILAPPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING SENT TO VENDOR/CONTRACTOR DATE SENT: 711 %5 DATE REC'D: Y « Ls ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL/ DATE SIGNED ❑ LAW DEPARTMENT X CHIEF OF STAFF vv. 9// � -)0) ❑ SIGNATORY (MAYOR OR DIRECTOR) • CITY CLERK 1116 K0, 0 • ASSIGNED AG# A • SIGNED COPY RETURNED DATE SENT: COMMENTS: 11/9 Jim Ferrell, Mayor July 29, 2015 BACM 2004-1320"' Street South, LLC C/O Commerce Real Estate Solutions, LLC ATTN: Property Management 1420 Fifth Ave. #2600 Seattle, WA 98101 Dear Property Manager, Please accept this letter as our formal notice to you that the City of Federal Way will exercise the second 5 -year extension period for rental agreement AG #05 -126. This rental lease extension will provide space on and air -space above the premises for two radio panels and other equipment for the purpose of providing WiFi Services to the City Center Core. Attached is a copy of the original Site Lease Agreement that details the lease terms and conditions. Thank you for your attention to this matter. This Lease extension was executed as of 811,; , � CITY OF FEDRAL WAY By: *Mayo�/� r Ji Date: &�,� /i OWNER Commerce Real Estate Solutions, LLC As Agent for BACM 2004 -1 320th Street South, LLC By: !G✓vJ la.ice Davis Its: Senior Property Manager Date: B •11. ] 5 33325 8th Avenue South, Federal Way, WA 98003 -6325 • (253) 835 -7000 - www.cityoffederalway.com RETURN TO: Thomas Fichtner EXT:2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: IT 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: 4/4/14 4. TYPE OF DOCUMENT (CHECK ONE): • CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT O SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT • GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG • REAL ESTATE DOCUMENT O SECURITY DOCUMENT (E.O. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION R CONTRACT AMENDMENT (AG #): 05-12U ❑ INTERLOCAL • OTHER 5. PROJECT NAME: Site Lease for City WiFi Project 6. NAME OF CONTRACTOR: BACM 20014 -1 320th Street South, LLC - c/o Commerce Real Estate Solutions, LLC ADDRESS: Attn: Property Manager, 1420 Fifth Ave. #2600, Seattle, WA 98101 TELEPHONE 206-682-0666 E -MAIL: Janice.Davis @comre.com FAX: 206 - 521 -0298 SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES Q PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 7/1/10 COMPLETION DATE: 7/1/15 9. TOTAL COMPENSATION $ $18,600.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 11 YES 0 N IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY 11 PURCHASING: PLEASE. CHARGE TO: 502- 1100 - 046 - 518 - 93-452 . 10. DOCUMENT /CONTRACT REVIEW INI I /D T g REVIEWED INITIAL/ DATE APPROVED X PROJECT MANAGER • DIRECTOR • RISK MANAGEMENT (IFAPPLICABLE) _ ❑LAW Pti•tU•I 11. COUNCILAPPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. Cq>TRACT SIGNATURE ROUTING u U S --t7 SENT TO VENDOR/CONTRACTOR DATE SENT: l Z -1 DATE REC'D: r • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFI AT , LICENSES, EXHIBITS INITIAL/ DATE SIGNED ❑ L EPARTMENT 01 IGNATORY (MAYOR OR DIRECTOR) ' ❑ CITY CLERK ❑ ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: 1 COMMENTS: 11/9 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. atyoffederahm- com AMENDMENT NO.1 TO SITE LEASE AGREEMENT FOR CITY WIRELESS INFRASTRUCTURE This Amendment ( "Amendment No. I") is made between the City of Federal Way, a Washington municipal corporation ( "City" or "Tenant "), and BACM 2004 -132& Street South, LLC, a Washington corporation ( "Owner" or "Lessor "). The City and Owner (together "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Site Lease Agreement ( "Agreement ") dated effective July 1, 2005, as amended by Amendment No(s). 1, as follows: 1. PARTIES. Effective November 8, 2013, BACM 2004 -1' 320th Street South, LLC became the new property owner of the premises. The new Owner/Lessor as defined by the first paragraph of the Agreement is as follows: BACM 2004- 1320TH STREET SOUTH, LLC c/o LNR PARTNERS, LLC ATTN: Director of Real Estate 1601 Washington Ave, Suite 700 Miami Beach, FL 33139 2. RENT. Section 3 of the Agreement is hereby amended to include the following address for remittal of payments: BACM 2004 - 1320th Street South, LLC c/o Commerce Real Estate Solutions, LLC 32 West 200 South, #501 Salt Lake City, UT 84101 3. NOTICES. Section 15 is hereby amended to read as follows: 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 33325 8th Avenue South Federal Way, WA 98003 With a copy to: Mayor 333258 th Avenue South Federal Way, WA 98003 If to Tenant, to: BACM 2004 -1 320th Street South, LLC c/o Commerce Real Estate Solutions, LLC Attn: Property Management 1420 Fifth Ave. #2600 Seattle, WA 98101 AMENDMENT - 1 - 1/2010 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 wwcit(253) 835 -7000 w. uffederaMey.com With a copy to: BACM 2004-1320" Street South, LLC c/o LNR PARTNERS, LLC Attn: Director of Real Estate 1601 Washington Ave, Suite 700 Miami Beach, FL 33139 4. . GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 2 - 1/2010 CITY OF CITY HALL 33325 8th Avenue South ..�" ;�. Federal Way, WA 98003 -6325 Federal Way {253) 835 -7000 www.atyoffederaM oycorn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Jim 1 DATE: S / OWNEFAESSOR: ATTEST: (�b� N-�n . .- nh ' 0 A City Clerk, Carol McNeilly, CM APP OVED AST FORM: Interim W Attorney, Amy Jo Pearsall BACM 2004 -1 320TH STREET SOUTH, LLC, a Washington Limited company By: LNR Partners, LLC, a Florida limited liability company, its manager Steve D. Ferreira, Vice President DATE: S- /- N STATE OF WASHINGTON ) ) ss. COUNTY OF I CAI' - On this da personally ap eared before in , to me known to be the V (+PC PCi CIQA of (' 694i 5 . LAC- 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 _ day of Mn J -4 , 2014. Notary's signature Notary's printed name No ary Public in and for the Stpte f Washington. N=0.WtLai S' My commission expires JtaHy P9* - stu. of Florida • `My comm. t.iipJ Avg 9. 1017 1: . 0 FF 011413 AMENDMENT -3 - 1/2010 RETURN TO: CITY OF FEDER... _-. 1. ORIGINATING DEPT./DIV: EXT: WAY LAW DEPARTMEN - - :0k;�iWA W ,. 2. ORIGINATING STAFF PERSON: Y I P�� fL S EXT: X5-1- 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): • CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT O GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (B.G. BOND RBLATBDDOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION iM(CONTRACTAMENDMENT (AG #):C6 -12. ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: s I� g ✓ �i�,�k -� W�� ✓+ �'' 6. NAME OF CONTRACTOR: 5 `J y ADDRESS: ZS -0 S- -5 E -MAIL: SIGNATURE NAME: _ FAX: TITLE 7. EXHIBITS AND ATTACHMENTS: 1:1 SCOPE, WORK OR SERVICES O COMPENSATION O INSURANCE REQUIREMENTS/CERTIFICATE O ALL OTHER REFERENCED EXHIBITS O PROOF OF AUTHORITY TO SIGN O REQUIRED LICENSES O PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: '1 I l COMPLETION DATE: 9. TOTAL COMPENSATION $ t ( j a b . (INCLUDEEXPENSESAND SALES TAX, IFANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YEs ONO IF YES, MAXIMUMDOLLARAMOUNT: $ IS SALES TAX OWED ❑ YES ONO IF YES, $ PAID BY ❑ CONTRACTOR O CITY ❑ PURCHASING: PLEASE CHARGE TO: t'-42 \ZaA0U_) 10. DOCUMENT /CONTRACT REVIEW INITIAL/ DATE REVIEWED INITIAL/ DATE APPROVED ❑ PROJECT MANAGER • DIRECTOR • RISK MANAGEMENT (IF APPLICABLE), ❑ LAW 11. COUNCILAPPROVAL(IFAPPLICABLE) COMMITTEEAPPROVALDATE: COUNCILAPPROVALDATE: 12. CONTRACT SIGNATURE ROUTING • SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS LAW DEPARTMENT SIGNATORY (cm OR DIRECTOR) ❑ CITY CLERK *ASSIGNED AG# . O SIGNED COPY RETURNED COMMENTS: INITIAL/ DATE SIGNED `R� 1a AG# 05- la Lo.5 _ DATE SENT: 119 AkCITY OF Federal August 6, 2010 J and Y Investment LLC C/O Scott Kang 2505 S. 320" ST. Ste 340 Federal Way, WA 98063 Dear Scott Kang, CITY HALL Way 33325 8th Avenue South Mailing Address: PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www. cityoffederalway.. com Please accept this letter as our formal notice to you that the City of Federal Way will exercise the first 5 -year extension period for rental agreement AG #05 -126. This rental lease extension will provide space on and air -space above the premises for two radio panels and other equipment for the purpose of providing WiFi Services to the City Center Core. Attached is a copy of the original Site Lease Agreement that details the lease terms and conditions. This Lease extension was executed as of August 6, 2010. CITY OF FEDRAL WAY Br' J. Wilson C4 Manager/Police Chief Date: fs/u(o Vo :r "T RU 101 7 Date: (d 02 0 1idlllh CUSHMAN & I COMMERCE ��N� WAKEFIELD® REAL ESTATE SOLUTIONS • COMRE.COM `"' INDEPENDENTLY OWNEDAND OPERATED We are updating our tenant records and would appreciate having you provide us with current contact information. The "daytime contact" is intended to be the person or persons who will request building services and receive standard notifications. The "after -hours contact" is intended to be the person who will be notified in the event of an emergency. TENANT MAILING ADDRESS �� Ja 5 QQ003 TELEPHONE FAX DAYTIME CONTACT #1; TELEPHONE J 1 EMAIL DAYTIME CONTACT #2 C� TELEPHONE C)53-- EMAIL AFTER -HOURS CONTACT #1 fY�S TELEPHONE _ 8 _ 19 54-1 AFTER -HOURS CONTACT #2 TELEPHONE ACCOUNTING CONTACT t ADDRESS TELEPHONES` ,� 5Q Please list if your suite has any special conditions for entry or maintenance such as an alarm: Please email: ianice.davis@comre.com or fax back to 206521.0298 DATE IN: I DATE OUT: I TO: J a CITY OF FEDERAL WAY LAW DEP NA REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW /SIGNATURE ROUTING SLIP ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON_ EXT: 3. DATE REQ. BY: 4. TYPE OF DOCUMENT REQUESTED (CHECK ONE) ❑ PROFESSIONAL SERVICE AGREEMENT ❑ SECURITY DOCUMENT (F.G. AGREEMENT & ❑ MAINTENANCE /LABOR AGREEMENT PERF/MAIN BOND; ASSIGNMENT' OF FUNDS IN LIEU OF BOND) ❑ PUBLIC WORKS CONTRACT ❑ CONTRACTOR SELECTION DOCUMENT ❑ SMALL PUBLIC WORKS CONTRACT (E.G_ RFS, REP, RFQ) (LESS THAN $200,000) ❑ CONTRACT AMENDMENT AG #: ❑ PURCHASE AGREEMENT) ❑ CDBG (MATERIALS, SUPPLIES, EQUIPMENT) ❑ OTHER ❑ REAL ESTATE DOCUMENT 5. PROJECT NAME: G. NAME OF CONTRACTOR: ADDRESS: TELEPHONE SIGNATURE NAME: TITLE 7. ATTACH ALL EXHIBITS AND CHECK BOXES ❑ SCOPE OF SERVICES ❑ ALL EXHIBITS REFERENCED IN DOCUMENT ❑ INSURANCE CERTIFICATE ❑ DOCUMENTAUTHORIZING SIGNATURE. 8. TERM: COMMENCEMENT DATE:_ COMPLETION DATE:— rill A C7 TOTAL COMPENSATION $_,,_ _ (INCLUDE. EXPENSESAND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR 0 CIT 10, CONTRACT REVIEW ❑ PROJECT MANAGER O DIRECTOR ❑ RISK MANAGEMENT ❑ LAW INITIAL /DATE APPROVED INITIAL /DATE APPROVED 11. CONTRACT SIGNATURE ROUTING INITIAVDATE APPROVED INITIAL/DATE APPROVED SLAW DEPARTMENT CITY MANAGER CITY CLERK- ❑ SIGN COPY BACK TO ORGINATING DEPT. • ASSIGNED AG #__OS -12 (,o ❑ PURCHASING: PLEASE CHARGE TO:�'i "" _'moo (� 6ly/ COMMENTS 10/09/02 0 �0 4 -7-1 C w SITE LEASE AGREEMENT THIS LEASE is entered into this 0 day of July, 2005, by and between the CITY OF FEDERAL WAY, WASHINGTON, a municipal corporation (hereinafter "City" or "Tenant ") and J and Y Investment, LLC, a Delaware limited Liability Company (hereinafter "Owner" or "Lessor'). Lessor is the owner in fee simple of a parcel of land located in Federal Way legally described on the attached Exhibit A (the "Premises "). The Tenant desires to lease space on and air -space above the Premises for the installation of two radio panels as shown in Exhibit B attached herein. In consideration of their mutual covenants, the parties agree as follows: 1. Leased Premises. In consideration of the mutual agreements contained in this agreement and subject to the terms and conditions stated in this agreement, the Owner agrees to lease to the Tenant and the Tenant leases from the Owner a portion of rooftop as shown in Exhibits B and C of the building commonly know as Federal Way Center Building ( "Building ") located at 2505 South 3206h, described in Exhibit A attached herein. 2. Term. This Lease shall be five (5) years and shall commence on July 1, 2005 (the "Commencement Date ") and shall end at 12:00 a.m. (midnight) on the .fifth (5`h) anniversary of the Commencement Date unless terminated earlier pursuant to section 11 herein. This Lease may be renewed for two (2) additional five (5) year terms upon giving written notice to the Lessor not early than 180 days and not later than 90 days prior to the expiration date of the initial term or any optional terms. 3. Rent. During the first five (5) year term Tenant shall pay to the Owner rental fees in the amount of Two Hundred Fifty Dollars and 00 /100 ($250.00) per month, due on the l st day of each month starting on the Commencement Date of the Lease. The Rent shall be adjusted to Two Hundred and Eighty -Five Dollars and 00 /100 ($285.00) per month during the first 5 -year extension period and Three Hundred and Twenty -One Dollars and 00 /00 ($321.00) per month during the second five year extension period. 4. Permitted Use of Premises. The Tenant shall have the right to access, use, attach, or otherwise occupy the designated Premises for the purposes of installation, operation, inspection, repairs and maintenance, relocation, removal and perform other work on Tenant's telecommunication equipment as described in Exhibit B herein. At its sole option and cost, the City may elect to erect an enclosure to secure the equipment. All equipment shall be painted to match the existing cladding of the building. 5. Improvements. Tenant may update or replace the equipment from time to time provided that the replacement facilities are not greater in number than the existing facilities and that any change in their location on the Premises is approved in writing by Owner which approval shall not be unreasonably conditioned, delayed, or withheld and which shall be pursuant to lawful authority. Subject to the foregoing, Tenant may change the Equipment -1- configuration specified in attached Exhibit A or add facilities with the prior written approval of Owner. Tenant shall submit to Owner a written request for any such change or addition and any supplemental materials as may be requested, for Owner's evaluation and approval. Owner shall have thirty (30) days after receipt of all requested materials in which to respond to such request and unless Owner so notifies Tenant to the contrary such approval shall be deemed granted. 6. Premises Access. Tenant or its designee shall have reasonable access to the Premises 24- hours- a-day, 7 days -a week. Owner retains and reserves the right to access the Premises at all times. 7. Utilities. The Lessor agrees to furnish, at additional charge of Twenty -Five and 00/100 dollars ($25.00) per month to the Tenant the power supply that is necessary to power the equipment. The City shall be responsible for installing such supply line extensions /connections from the nearest power supply to the equipment. 8. Maintenance. Tenant shall, at its own expense, maintain the Equipment and the Premises the Equipment is on or attached to in a safe condition and in good repair. Additionally, Tenant shall keep the Premises free 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 Owner 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. 9. 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 from any other necessary person or entity. Tenant shall erect, maintain and operate its Equipment in accordance with applicable site standards, statutes, ordinances, rules and regulations .issued by the Federal Communications Commission, the City, federal or state government 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. 10. Interference. Tenant shall not use the Premises in any way which unreasonably interferes with the existing use of the Premises by Owner, lessees, tenants or licensees of Owner, with rights to the Premises prior in time to Tenant's. Owner shall have the right to permit co- location of other telecommunications facilities on the Premises, provided such co- location does not otherwise violate any applicable law or unreasonably interfere with Tenant's transmission and signals use in connection with its operation of wireless communication service. In the event that any other tenant's activities interfere with Tenant's intended use of the Facilities, at Tenant's sole discretion, it may: a. Upon 30 days notice to Owner, terminate this Lease and restore the leased Premises to its original condition, reasonable wear and tear accepted. In such event, Tenant shall be entitled to a pro rata refund of all pre paid rent; or b. Cooperate with all other users to identify the causes of and work towards the resolution of any electronic interference problem. -2- 11. Termination. The City may terminate the Lease upon giving a ninety (90) day written notice to the owner during the initial eighteen (18) months of the Agreement with or without cause. In the event of Owner's breach of this Agreement, or should the building be damaged or otherwise become unusable for technical or physical reasons, the Lease may be terminated by the City immediately. Upon termination, the City shall promptly remove all equipment and restore the Premises to its original condition except for normal wear and tear. 12. Indemnity and Insurance. a. Disclaimer of Liability. Owner shall not, at any time, be liable for injury or damage occurring to any person or properly 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 Owner's ownership, acts or omissions related to the Premises; provided, further, that neither Owner nor Tenant shall be liable for claims arising from 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. The provisions of this Section shall survive the expiration, revocation, or termination of this Lease. b. Indemnification and Hold Harmless. Tenant and Lessor shall, at their sole cost and expense, indemnify and hold harmless 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 termination of this Lease. c. Insurance. During the term of this Lease, Tenant shall maintain in full force and effect and at its sole cost and expense, and naming Owner, 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 One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the annual aggregate. -3- ii. Comprehensive automobile liability insurance with combined single minimum limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the annual aggregate. iii. Worker's compensation insurance and such other insurance as may be required by law. iv. 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 Owner prior to commencement of the term of this Lease and thereafter. v. 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 Owner 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." 13. Holdina Over. Any holding over after the expiration of the term hereof, with the consent of the Lessor, shall be construed to be a tenancy from month to month and shall otherwise be on the terms, covenants and conditions herein specified. 14. Acceptance of Premises. Tenant accepts the Premises in the condition existing as of the Commencement Date. Lessor makes no representation or warranty with respect to the condition of the Premises. 15. 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 33325 8a' Avenue South PO Box 9718 Federal Way, WA 98063 With a copy to: Citv Manager 33325 8" Avenue South PO Box 9718 Federal Way, WA 98063 If to Tenant, to: r-10 ScQ L a nf� 2 . iv -- FCDEi44 c. Y s 9 oU3 -4- 16. 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 Lessor, which may not be unreasonably withheld. If the Lessor has not responded to a request to assign or sublet with a decision within forty -five (45) days, Lessor approval shall be deemed given. City may, however, upon notice to Lessor and without Lessor approval, mortgage or grant a security interest in this Lease and the Equipment. 17. Successors and AssigLis. Subject to Section 16, this Lease shall be binding upon and inure to the benefit of the parties, and their respective permitted successors and assigns. 18. 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 term of this Lease attributable to the Equipment or Tenant's use of the premises. 19. Quiet Enjoyment, Title and Authdrity. Lessor represents to Tenant that: a. Owner has authority to execute this Lease; b. Owner has title free and clear of any liens or mortgages other tan those matters, liens and/or mortgages are of record, disclosed and/or otherwise apparent to Tenant; c. Execution and performance of this Lease will not violate any laws or agreements binding on Owner. 20. Condemnation. In the event the Premises are taken in whole or in part by any entity by eminent domain, this Lease shall terminate 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 Lessor 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 Owner, such compensation as may be separately awarded or recoverable by Tenant. 21. 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 terminate this Lease immediately. In such event, Tenant shall promptly remove the 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. 22. Miscellaneous a. Owner and Tenant respectively represent that their signatory is duly authorized and has full night, power and authority to execute this Lease. -5- b. With the exception of the applicable laws, ordinances, rules and regulation, this Lease constitutes the entire agreement and understanding of the parties and 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. Tenant shall be responsible for obtaining all necessary approvals, authorizations and agreements from any party or entity and it is acknowledged and agreed that Owner is making no representation, warranty or covenant whether any of the foregoing approvals, authorizations or agreements are required or have been obtained by Tenant from any person or entity. f. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. This Lease was executed as of the date first set forth above. CITY OF FEDERIL WAY OWNER By: L By-- Its: "r^ Its: /2Ph 117 APPROVED AS TO FORM: Patricia A. Rich dson Federal Way City Attorney I1 i N. Christine Green Federal Way City Clerk 10 STATE OF WASHINGTON) ) ss. COUNTY OF i, ) On this day personally appeared before me ,/x'1.6 y , to me known to be the 1 12 Es (p C of _ ) `� r i'j y= S; H T [ �- 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 seat this 2 S'day of -A) L- F( �y07A � . Exp. 5.1<1.Ur; s 0 ,, •' f3 L \ ,114011 l h 4 )1111\ \ \\ \\ K:\tclecom\siteleaseagrmtcitywif12 200-5 (type t'c' Pand a of notary) Notary Pub or the State of Washington. My commission expires �� �ra -7- EXHIBIT A Legal Description POR 56 -57 -58 STATE PLAT W SEC 16 -21 -4 LOT 1 KCSP 887025 REC #8912140335 - AKA PROPOSED KCSP 887025 SD SP DAP - POR TRS 56 -57 -58 STATE PLAT IN SEC 16 -21- 04 LESS S 640 FT THOF LESS POR FOR SSH #5 -A LESS POR FOR PLAT N B M DIV #1 EXHIBIT B Site Plan The aerial photo below depicts the location of up to 4 wall -mount radio panels to be installed on the roof of the Premises. Panels 1 and 2 are to be installed as soon as possible. Panels 3 and 4 are smaller directional repeaters which will be installed at - later dates. EXHIBIT C Elevation Plan Lessee's radio panels will not be higher than the Existing Cell Antenna. 7 U 3 X k' -4- M ^� jb P � n RETURN TO: Thomas Fichtner EXT:2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: IT 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: 4/4/14 4. TYPE OF DOCUMENT (CHECK ONE): • CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.O. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT (AG #): 05 -12 ❑ INTERLOCAL • OTHER 5. PROJECT NAME: Site Lease for City WiFi Project 6. NAME OF CONTRACTOR: BACM 20014 -1 320th Street South, LLC - c/o Commerce Real Estate Solutions, LLC ADDRESS: Attn: Property Manager, 1420 Fifth Ave. #2600, Seattle, WA 98101 TELEPHONE 206- 682-0666 E -MAIL: Janiae.Davis @comre.com FAX: 206-521 -0298 SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES IN PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 7/1/10 COMPLETION DATE: 7/1/15 9. TOTAL COMPENSATION $ $18,600.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY 11 PURCHASING: PLEASE CHARGE TO: 502 -1100- 046- 518 - 93-452 10. DOCUMENT /CONTRACT REVIEW IN I L / D T REVIEWED INITIAL/ DATE APPROVED PROJECT MANAGER ? • DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) • LAW • 0.1- 3 � too Li 11- % Tp LI - ltd , I 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: CIL APPROVAL DATE: 12. CO >TRACT SIGNATURE ROUTING u U hA S( �( f � SENT TO VENDOR/CONTRACTOR DATE SENT: l -1 DATE REC'D: • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFI AT , LICENSES, EXHIBITS INITIAL / DATE SIGNED M • L EPARTMENT S--(3 -/I IGNATORY (MAYOR OR DIRECTOR) / J • CITY CLERK • ASSIGNED AG# AG# — ❑ SIGNED COPY RETURNED DATE SENT: 4;:� - ZQ -1� COMMENTS: 11/9 J CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederahW.. com AMENDMENT NO. 1 TO SITE LEASE AGREEMENT FOR CITY WIRELESS INFRASTRUCTURE This Amendment ( "Amendment No. 1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City" or "Tenant "), and BACM 2004 - 1320' Street South, LLC, a Washington corporation ( "Owner" or "Lessor "). The City and Owner (together "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Site Lease Agreement ( "Agreement ") dated effective July 1, 2005, as amended by Amendment No(s). 1, as follows: 1. PARTIES. Effective November 8, 2013, BACM 2004 - 1320th Street South, LLC became the new property owner of the premises. The new Owner/Lessor as defined by the first paragraph of the Agreement is as follows: BACM 2004- 1320TH STREET SOUTH, LLC c/o LNR PARTNERS, LLC ATTN: Director of Real Estate 1601 Washington Ave, Suite 700 Miami Beach, FL 33139 2. RENT. Section 3 of the Agreement is hereby amended to include the following address for remittal of payments: BACM 2004 - 1320th Street South, LLC c/o Commerce Real Estate Solutions, LLC 32 West 200 South, #501 Salt Lake City, UT 84101 3. NOTICES. Section 15 is hereby amended to read as follows: 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 33325 8th Avenue South Federal Way, WA 98003 With a copy to: Mayor 33325 8th Avenue South Federal Way, WA 98003 If to Tenant, to: BACM 2004-1320' Street South, LLC c/o Commerce Real Estate Solutions, LLC Attn: Property Management 1420 Fifth Ave. #2600 Seattle, WA 98101 AMENDMENT - 1 - 1/2010 CITY OF CITY HALL 33325 8th Avenue South .� Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederahvay.com With a copy to: BACM 2004-1320" Street South, LLC c/o LNR PARTNERS, LLC Attn: Director of Real Estate 1601 Washington Ave, Suite 700 Miami Beach, FL 33139 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Parry consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 2 - 1/2010 CITY OF CITY HALL 33325 8th Avenue South �... Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway.. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Jim Ferrel yor DATE: S / OWNER/LESSOR: ATTEST: City Clerk, Carol McNeilly, CMG A7;: OVED AST FORM:// /J Interim Attorney, Amy Jo Pearsall BACM 2004 -1 320TH STREET SOUTH, LLC, a Washington Limited company By: LNR Partners, LLC, a Florida limited liability company, its manager Steve D. Ferreira, Vice President DATE: S— /— /ct STATE OF WASHINGTON ) ) ss. COUNTY OF On this da personably ap eared before mc eU Cp,�rmm. to me known to be they(ee �Pr^aC;ld� of I— 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 _0 day of O)n .1 -4 , 2014. Notary's signature Notary's printed name AD�ut o. wfrawMS` Xotuy P*k , saa at fwo * • 'My Comm. Eiplm Mg 8.1017 CMAW" Off 01X018 M11111N NOtint Ag11. No ary Public in and for the Stpte f Washington. My commission expires AMENDMENT - 3 - 1/2010 I RETURN TO: EXT: CITY OF FEDER. __ WAY LAW DEPARTMEN _ _:02 1A W 1. ORIGINATING DEPT. /DIV:� 2. ORIGINATING STAFF PERSON: -91) Aj pmlka- S *J EXT: *)- -2— 3. DATE REQ. BY. 4. TYPE OF DOCUMENT (CHECK ONE): • CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT • GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION -0CC0NTRACT AMENDMENT (AG #): M _ % 2 ❑ INTERLOCAL ❑ OTHER pp 5. PROJECT NAME: S i � � �.u..y2 de•,/ �-� �,i . � i � ,� s �-+- 6. NAME OF CONTRACTOR: `'� ►^.3i� ADDRESS: a1 _v S' �i-� 15t 400 TELEPHONE E -MAIL: FAX: . SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: '1 � ( I t o COMPLETION DATE: 9. TOTAL COMPENSATION $ Y t r� �G n (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YEs ❑NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO:�`Ol� 10. DOCUMENT /CONTRACT REVIEW INITIAL/ DATE REVIEWED INITIAL/ DATE APPROVED • PROJECT MANAGER • DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) • LAW 11. COUNCILAPPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING • SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS LAW DEPARTMENT )P SIGNATORY (cm OR DIRECTOR) ❑ CITY CLERK * ASSIGNED AG# . ❑ SIGNED COPY RETURNED COMMENTS: INITIAL/ DATE SIGNED ­1140111A AG# Q Lo DATE SENT: ` CITY OF �. Federal August 6, 2010 CITY HALL W � 33325 8th Avenue South Y Mailing Address: PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www. cityoffederalway. com J and Y Investment LLC C/O Scott Kang 2505 S. 320 ST. Ste 340 Federal Way, WA 98063 Dear Scott Kang, Please accept this letter as our formal notice to you that the City of Federal Way will exercise the first 5-year extension period for rental agreement AG#OS-126. This rental lease extension will provide space on and air-space above the premises for two radio panels and other equipment for the purpose of providing WiFi Services to the City Center Core. Attached is a copy of the original Site Lease Agreement that details the lease terms and conditions. This Lease extension was executed as of August 6, 2010. CITY OF FEDRAL WAY B Br' J. Wilson Ci Manager/Police Chief Date: fs u((f,��/v ,�lh�/�l�l.� � �'. �i/� r. � � � �- i7 � /I �.,- �` u � . Date: �Ii1 (r� ' 02 D � � 044�^ WA EF EL'D COMMERCE REAL ESTATE SOLUTIONS • COMRE.COM INDEPENDENTLY OWNED AND OPERATED We are updating our tenant records and would appreciate having you provide us with current contact information. The "daytime contact" is intended to be the person or persons who will request building services and receive standard notifications. The "after -hours contact" is intended to be the person who will be notified in the event of an emergency. TENANT MAILING ADDRESS ��3a 5 6-- tea- ` Q003 TELEPHONE FAX DAYTIME CONTACT #1� TELEPHONE EMAIL DAYTIME CONTACT #2 TELEPHONE EMAIL AFTER -HOURS CONTACT #1 fY�S TELEPHONE a5q`1 AFTER -HOURS CONTACT #2 TELEPHONE ACCOUNTING CONTACT \ - \�5 ` t ADDRESS TELEPHONE S,g? ID 5LO5 Please list if your suite has any special conditions for entry or maintenance such as an alarm: Please email: ianice.davis @comre.com or fax back to 206.521.0298 \ (vv Jv' 1\.% Id CITY OF FEDERAL WAY LAW DEPART E~- l) , REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP DATE IN: DATE OUT: TO: 1. 2. 4. 5. 6. 7. 8. 9. 10. 11. \,.- I ~.. ORIGINATING DEPT./DIV: ' , . <'.::> I -\-1' 1,......a_.VL-.~._-"-...._ ORIGINATINGSTAFFPERSON~~~ t^"~(~ EXT: TYPE OF DOCUMENT REQUESTED (CHECK ONE) o PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT 3. DATE REQ. BY: o SECURITY DOCUMENT (RG AGREEMENT & PERF/MAIN BOND; ASSIGNMENT OF FUNDS TN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (E.G., RfB, RFP, RFQ) o CONTRACT AMENDMENT o CDBG o OTHER AG#: (LESS THAN $200,000) o PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) o REAL ESTATE DOCUMENT PROIECTNAME. q~ ~~, ~ C~ iA ,\,hHoJe-<t- NAME OF CONTRACTOR: ..J tv\.d Y /I\V(S~" \,J ADDRESS: TELEPHONE SIGNATURE NAME: TITLE___.,... ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES 0 ALL EXHIBITS REFERENCED IN DOCUMENT o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE TERM: COMMENCEMENT DATE:~. COMPLETION DATE:~il 0 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 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED DYES oNO IF YES, $ PAID BY: o CONTRACTOR 0 CrT CONTRACT REVIEW o PROJECT MANAGER o DIRECTOR o RISK MANAGEMENT o LAW INITIAL/DATE APPROVED INITIAL/DATE APPROVED [;/27 ~e flO~ .f-f ( INITIAL/DATE APPROVED CONTRACT SIGNATURE ROUTING iO(LAWDEPARTMENT ~ITYMANAGER ~ITY CLERK o SIGN COPY BACK TO ORGINATlNG DEPT. c o ASSIGNEDAG#~5~1'2..J..t' c/h '. ./ o PURCHASING: PLEASE CHARGE TO: JV./"- flC'D-O'/7 -).l--J -90 - ':..tl. COMMENTS 10/09/02 p. (,1I07"-I'ZJil SITE LEASE AGREEMENT THIS LEASE is entered into this 1st day of July, 2005, by and between the CITY OF FEDERAL WAY, WASHINGTON, a municipal corporation (hereinafter "City" or "Tenant") and J and Y Investment, LLC, a Delaware limited Liability Company (hereinafter "Owner" or "Lessor"). Lessor is the owner in fee simple of a parcel of land located in Federal Way legally described on the attached Exhibit A (the "Premises"). The Tenant desires to lease space on and air-space above the Premises for the installation of two radio panels as shown in Exhibit B attached herein. In consideration of their mutual covenants, the parties agree as follows: 1. Leased Premises. In consideration of the mutual agreements contained in this agreement and subject to the terms and conditions stated in this agreement, the Owner agrees to lease to the Tenant and the Tenant leases from the Owner a portion of rooftop as shown in Exhibits Band C of the building commonly know as Federal Way Center Building C'Building") located at 2505 South 320th, described in Exhibit A attached herein. 2. Term. This Lease shall be five (5) years and shall commence on July 1,2005 (the "Commencement Date") and shall end at 12:00 a.m. (midnight) on the fifth (5th) anniversary of the Commencement Date unless terminated earlier pursuant to section 11 herein. This Lease may be renewed for two (2) additional five (5) year terms upon giving written notice to the Lessor not early than 180 days and not later than 90 days prior to the expiration date of the initial term or any optional terms. 3. Rent. During the first five (5) year term Tenant shall pay to the Owner rental fees in the amount of Two Hundred Fifty Dollars and 00/100 ($250.00) per month, due on the 1 st day of each month starting on the Commencement Date of the Lease. The Rent shall be adjusted to Two Hundred and Eighty-Five Dollars and 00/100 ($285.00) per month during the first 5-year extension period and Three Hundred and Twenty-One Dollars and 00/00 ($321.00) per month during the second five year extension period. 4. Permitted Use of Premises. The Tenant shall have the right to access, use, attach, or otherwise occupy the designated Premises for the purposes of installation, operation, inspection, repairs and maintenance, relocation, removal and perform other work on Tenant's telecommunication equipment as described in Exhibit B herein. At its sole option and cost, the City may elect to erect an enclosure to secure the equipment. All equipment shall be painted to match the existing cladding of the building. 5. Imorovements. Tenant may update or replace the equipment from time to time provided that the replacement facilities are not greater in number than the existing facilities and that any change in their location on the Premises is approved in writing by Owner which approval shall not be unreasonably conditione~ delayed, or withheld and which shall be pursuant to lawful authority. Subject to the foregoing, Tenant may change the Equipment -1- configuration specified in attached Exhibit A or add facilities with the prior written approval of Owner. Tenant shall submit to Owner a written request for any such change or addition and any supplemental materials as may be requested, for Owner's evaluation and approval. Owner shall have thirty (30) days after receipt of all requested materials in which to respond to such request and unless Owner so notifies Tenant to the contrary such approval shall be deemed granted. 6. Premises Access. Tenant or its designee shall have reasonable access to the Premises 24-hours-a-day, 7 days-a-week. Owner retains and reserves the right to access the Premises at all times. 7. Utilities. The Lessor agrees to furnish, at additional charge of Twenty-Five and 00/100 dollars ($25.00) per month to the Tenant the power supply that is necessary to power the equipment. The City shall be responsible for installing such supply line extensions/connections from the nearest power supply to the equipment. 8. Maintenance. Tenant shall, at its own expense, maintain the Equipment and the Premises the Equipment is on or attached to in a safe condition and in good repair. Additionally, Tenant shall keep the Premises free 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 Owner 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. 9. Compliance with Laws. Tenant's use of the Premises is subject to its obtaining all certificates, pemrits, zoning and other approvals that may be required by any federal, state or local authority or from any other necessary person or entity. Tenant shall erect, maintain and operate its Equipment in accordance with applicable site standards, statutes, ordinances, rules and regulations issued by the Federal Communications Commission, the City, federal or state government 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. 10. Interference. Tenant shall not use the Premises in any way which unreasonably interferes with the existing use of the Premises by Owner, lessees, tenants or licensees of Owner, with rights to the Premises prior in time to Tenant's. Owner shall have the right to permit co- location of other telecommunications facilities on the Premises, provided such co-location does not otherwise violate any applicable law or unreasonably interfere with Tenant's transmission and signals use in connection with its operation of wireless communication service. In the event that any other tenant's activities interfere with Tenant's intended use of the Facilities, at Tenant's sole discretion, it may: a. Upon 30 days notice to Owner, terminate this Lease and restore the leased premises to its original condition, reasonable wear and tear accepted. In such event, Tenant shall be entitled to a pro rata refund of all pre-paid rent; or b. Cooperate with all other users to identify the causes of and work towards the resolution of any electronic interference problem. -2- 11. Termination. The City may terminate the Lease upon giving a ninety (90) day written notice to the owner during the initial eighteen (18) months of the Agreement with or without cause. In the event of Owner's breach of this Agreement, or should the building be damaged or otherwise become unusable for technical or physical reasons, the Lease may be terminated by the City immediately. Upon termination, the City shall promptly remove all equipment and restore the Premises to its original condition except for normal wear and tear. 12. Indemnity and Insurance. a. Disclaimer of Liabilitv. Owner 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 Owner's ownership, acts or omissions related to the Premises; provided, further, that neither Owner nor Tenant shall be liable for claims arising from 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. The provisions of this Section shall survive the expiration, revocation, or termination of this Lease. b. Indemnification and Hold Harmless. Tenant and Lessor shall, at their sole cost and expense, indemnify and hold harmless 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 termination of this Lease. c. Insurance. During the term of this Lease, Tenant shall maintain in full force and effect and at its sole cost and expense, and naming Owner, its officers, boards, commission, employees and agents as additional insureds, the following types and limits of insurance: 1. Comprehensive commercial general liability insurance with mlmmwn limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the annual aggregate. -3- 11. Comprehensive automobile liability insurance with combined single minimum limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the annual aggregate. iii. Worker's compensation insurance and such other insurance as may be required by law. iv. 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 Owner prior to commencement of the term of this Lease and thereafter. v. 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 Owner 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." 13. Holding Over. Any holding over after the expiration of the term hereof, with the consent of the Lessor, shall be construed to be a tenancy from month to month and shall otherwise be on the terms, covenants and conditions herein specified. 14. Acceptance of Premises. Tenant accepts the Premises in the condition existing as of the Commencement Date. Lessor makes no representation or warranty with respect to the condition of the Premises. 15. 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 Attornev 33325 8th Avenue South PO Box 9718 Federal Wav. W A 98063 With a copy to: City Manager 33325 8th Avenue South PO Box 9718 Federal Wav. W A 98063 If to Tenant, to: . ':}'lINVB-rr~LLL c/o ~(on L 2"5os. $. '520- s+. ~TF ~ <-f 0 Fr-D f:.1l-J}- (... w 14 'f. (..v A- 9 ~ 003 , -4- 16. 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 Lessor, which may not be unreasonably withheld. If the Lessor has not responded to a request to assign or sublet with a decision within forty-five (45) days, Lessor approval shall be deemed given. City may, however, upon notice to Lessor and without Lessor approval, mortgage or grant a security interest in this Lease and the Equipment. 17. Successors and Assigns. Subject to Section 16, this Lease shall be binding upon and inure to the benefit of the parties, and their respective permitted successors and assigns. 18. 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 term of this Lease attributable to the Equipment or Tenant's use of the premises. 19. Quiet Enjoyment. Title and Authority. Lessor represents to Tenant that: a. Owner has authority to execute this Lease; b. Owner has title free and clear of any liens or mortgages other tan those matters, liens and/or mortgages are of record, disclosed and/or otherwise apparent to Tenant; c. Execution and performance of this Lease will not violate any laws or agreements binding on Owner. 20. Condemnation. In the event the Premises are taken in whole or in part by any entity by eminent domain, this Lease shall terminate 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 Lessor 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 Owner, such compensation as may be separately awarded or recoverable by Tenant. 21. 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 terminate this Lease immediately. In such event, Tenant shall promptly remove the 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. 22. Miscellaneous a. Owner and Tenant respectively represent that their signatory is duly authorized and has full right, power and authority to execute this Lease. -5- b. With the exception of the applicable laws, ordinances, rules and regulation, this Lease constitutes the entire agreement and understanding of the parties and 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. Tenant shall be responsible for obtaining all necessary approvals, authorizations and agreements from any party or entity and it is acknowledged and agreed that Owner is making no representation, warranty or covenant whether any of the foregoing approvals, authorizations or agreements are required or have been obtained by Tenant from any person or entity. f. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. This Lease was executed as of the date first set forth above. \. CITY OF FEDER4L WAY tt.~- OWNER By: BY:..A/I711t;) (, J~ Its: f'1tR-'7117~ Its: -1f1-t(tr---- APPROVED AS TO FORM: 1(" i /,~, ~ \ "I. ~.lAA Patricia A. Rich dson Federal Way City Attorney -6- STATE OF WASHINGTON) ) ss. COUNTY OF ,(, I :\.2 h ) On this day personally appeared before me Vv).)(, IL ~IU(., , to me known to be the PP(<"'DE- /--->, of\~\lltvl!C<;TME-lWl LL L 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 .z J 2 C;':'--day of . \.,,-,/ , 200.3 \\\\\1111"11/1/// \\ '/i' ~,,\ \,)i..\G ^,.!/:j,:~ '/~<, !' ..I. ~,""",""""",: "~,, '\ ~ /~OrAIyJ.-\ '~ ....... ......- ~ (/l ~ [f,p 5-1 !JOb f _.. ~ _.-\\ IJ " .'. :,z_ ~ ",,..A... {; El L \ l, ... AO ~ ~ (-' ~~.... ..r.L'~0" $ "", 0" .....".. ,'" V ....~// F v'.' c, "-~ ',.\ \ \.,:':'- //// .,'~ \\\\ /11111111\\\\\\\ (type rinte e of notary) Notary PUD 'c' and for the State of Washington. My commission expires >/11 (f) r K:\telecom\site leaseagrmtcitywifi2 -7- EXHIBIT A Legal Description POR 56-57-58 STATE PLAT IN SEC 16-21-4 LOT 1 Kesp 887025 REC #8912140335 - AKA PROPOSED KCSP 887025 SD SP DAF - POR TRS 56-57-58 STATE PLAT IN SEC 16-21- 04 LESS S 640 FT THOF LESS POR FOR SSH #5-A LESS POR FOR PLAT N B M DIV #1 EXHIBIT B Site Plan The aerial photo below depicts the location of up to 4 wall-mount radio panels to be installed on the roof of the Premises. Panels 1 and 2 are to be installed as soon as possible. Panels 3 and 4 are smaller directional repeaters which will be installed at - later dates. EXHIBIT C Elevation Plan Lessee's radio panels will not be higher than the Existing Cell Antenna. ~r~ ~.... - ':'T" ..... ; ;3"- , J" ~ I tr b + t.- ).l t , = ~ ~ ~ f ) t t "') ~ 0 .) , "I - .... ~~."... r ...., . tI\-cs. l' ' P' ~ tl :: _:')tv .. '"'0 .... " ..... + ",'" ..... .,. r- ~ . - ,., ". r ... ~ r",,\~ "'\ p f - t ~ .: ~ 1