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AG 17-186I RETURN TO: "In p Ci‘ L(', EXT: 9i5-(p. CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT. /DIV: Li I Cu I 1 2. ORIGINATING STAFF PERSON: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E. ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: 3. DATE REQ. BY: G., RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: M er vZOI 1 S I if P/ Tv 1 (F- I ' "(-c% 6. NAME OF CONTRACTOR IBS p 1./tnI R'w1 PptiviswA4 I%go oe Z(A^ vo 1✓L'0 CiI.L (GI ADDRESS: 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: 0,- tcy4.3 ntolkk At .. h COMPLETION DATE: 5-\1 I AS l kAAD von PNRAWA s1rud• 4- eak 9. TOTAL COMPENSATION $ 2 ,1-3� .5k ct3In X-, etich.. 't`QOU^) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARG - ATTACH SCHEDULES OF EMPLOYE TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES CITY ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) X LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR INITIAL / DATE APPROVED lid COMMITTEE APPROVAL DATE: U` al ` COUNCIL APPROVAL DATE:1 I ti DATE SENT: , 1 1 DATEREC'D: ICI (1 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED c� 1Z-« l Nk LAW DEPARTMENT SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ASSIGNED AG# SIGNED COPY RETURNED COMMENTS: c_ 4,-)1 IpL ekj - 5 r* t a tvpke AG# DATE SENT: & If(-5 SOi1"4! ,\HSI►raNLE WofluelS Go,,„, p 14 a `c r O 11/9 COUNCIL MEETING DATE: July 5, 2017 CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL ITEM #: 5f SUBJECT: SEATTLE SMSA LIMITED PARTNERSHIP DBA VERIZON WIRELESS SITE LEASE AGREEMENT POLICY QUESTION: Should the City approve the execution of a site lease agreement with SMSA Limited Partnership DBA Verizon Wireless to allow installation and operation of certain equipment for use in connection with its wireless communications services? COMMITTEE: FEDRAC MEETING DATE: June 27, 2017 CATEGORY: ® Consent ❑ City Council Business ❑ Ordinance ❑ Public Hearing n Resolution ❑ Other STAFF REPORT BY: J. Ryan Call, City Attorney Attachments: 1. Staff Memo 2. Proposed Site Lease Agreement Options Considered: 1. Approve the Site Lease Agreement and authorize the Mayor to execute the Site Lease Agreement. 2. Take no action and provide direction to staff. DEPT: Law MAYOR'S RECOMMEND ION: Option 1 MAYOR APPROVAL: Com ittee Initial/Date Counci Initial /Date DIRECTOR APPROVAL: Initial/Date COMMITTEE RECOMMENDATION: I move to forward the proposed Lease Agreement to the July 5, 2017 consent agenda for approval. Committee Chair Committ e Member Committee Member PROPOSED COUNCIL MOTION: "I move approval of the Seattle SMSA Limited Partnership DBA Verizon Wireless Site Lease Agreement, effective upon mutual execution and authorize the Mayor to sign said agreement." (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) COUNCIL ACTION: IX APPROVED 01/o5f,7 COUNCIL BILL# DENIED I 1ST reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED — 11/2016 RESOLUTION # CITY OF FEDERAL WAY MEMORANDUM DATE: June 27, 2017 TO: City Council Members VIA: Jim Ferrell, Mayor FROM: J. Ryan Call, City Attorney SUBJECT: Seattle SMSA Limited Partnership DBA Verizon Wireless Site Lease Agreement Background Information: Seattle SMSA Limited Partnership DBA Verizon Wireless seeks to contract with the City through a site lease agreement for a portion of property located near Kitts Corner to allow installation and operation of certain equipment for use in connection with its wireless communication services. Exhibits A and B of the site lease agreement indicate the exact location of the leased space. The site lease agreement is a 5 year term that includes (3) 5 year extensions. Seattle SMSA Limited Partnership DBA Verizon Wireless is agreeing to pay the City $2,731.56 each month with an increase of 3% on January 1st of each calendar year during the term and renewal terms of the lease. There has not been a previous agreement for this specific site location and is a new request. This agreement is substantially similar to other site lease agreements currently in effect for other companies. CITY OF .'.. Federal Way SITE LEASE AGREEMENT CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 1$114 v. Gl yoIfed eml way.. cot n This Site Lease Agreement ( "Lease ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Seattle SMSA Limited Partnership d/b /a Verizon Wireless, a Delaware limited partnership, whose principal office address is One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 ( "Tenant "). The City and Tenant are located and do business at the below addresses which shall be valid for any notice required under this Agreement: SEATTLE SMSA LIMITED PARTNERSHIP DB /A VERIZON WIRELESS: Attn: Network Real Estate 180 Washington Valley Road Bedminster, New Jersey 07921 1 -800- 264 -6620 (telephone) CITY OF FEDERAL WAY: City Attorney 33325 8th Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2562 (telephone) 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 includes requisite antennas, and connecting cables and appurtenances (collectively, "Equipment ") for use in connection with its wireless telephone communications service ( "Service "). In consideration of their mutual covenants, the parties agree as follows: 1. Leased Premises. City leases to Tenant and Tenant leases from 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, described and depicted in attached Exhibit B. Tenant may locate its Equipment on the Premises in the manner as described specifically in the attached Exhibit C. Tenant may not add Equipment in addition to that shown on Exhibit C other than as may be approved in writing by the City, which approval may be withheld in the City's sole and absolute discretion. 2. Term. This Lease shall be five (5) years and shall commence on the first (1s1) day of the month following the date of execution by the City and Tenant (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 terms 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 term. The City may refuse to renew (i) in the event of breach of the Lease during the preceding term, or (ii) any other reason determined by the City for a public purpose in its reasonable discretion. 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 term. DWT 29427195v2 0052051- 000032 CITY OF '' Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 trine cityoffederalwny. corn 3. Rent. a. Within sixty (60) days of the Commencement Date and on the first day of each month thereafter, Tenant shall pay to City as rent Two Thousand Seven Hundred Thirty- One and 56/100 DOLLARS ($2,731.56) ( "Rent ") per month. Rent for any fractional month at the beginning or at the end of the Term or Renewal Term, if any, shall be prorated. Rent shall be payable to the City at 33325 81h Ave S, Federal Way, Washington 98003; Attention: Finance Department. 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 also bear interest until paid at the lesser of the rate of two percent (2 %) per month or the highest rate permitted by law. b. The Rent shall be increased by three percent (3 %) per year throughout the Term of this Lease and Renewal Terms (if any). Each 3% increase shall become effective January ls` of each calendar year. c. Within sixty (60) days ofthe Commencement Date, Tenant shall submit to the City a Security Deposit in an amount of FIVE THOUSAND AND 00 /100 DOLLARS ($5,000.00), which shall be refunded at the termination of this Lease if Tenant is not in default of the Lease. In the event Tenant fails to pay Rent or other charges when due, cure periods considered, the City shall deduct such amount from the Security Deposit, and Tenant agrees to immediately refund to the City any such deduction from the Security Deposit. The Security Deposit shall be held by the City without liability for interest. d. Additional Consideration. As additional consideration for this Lease, within sixty (60) days after the full execution of this Lease, Tenant shall reimburse the City for all of the City's costs and expenses to negotiate and execute this Lease, including reasonable attorneys' and consultants' fees and the time expended by the City staff and City Attorney's office, provided that in no event shall such reimbursement amount exceed FIVE THOUSAND and No /100 DOLLARS ($5,000.00); and provided further that, as a condition precedent to Tenants obligation to reimburse the City herein, City shall provide to Tenant documentation of such costs and expenses. 4. Permitted 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 Service. The Equipment and Premises may not be used for cable television services. Upon installation of Equipment, Tenant shall replace all lamps within fixtures mounted to replacement pole. b. Tenant shall, at its expense, comply with all applicable present and future federal, state, and local laws, ordinances, rules and regulations (including laws and ordinances relating to zoning, aesthetics, landscaping, fencing, permits, removal and abandonment, screening, health, radio frequency emissions, other radiation and safety) in connection with the provision of Service and the use, operation, maintenance, construction SITE LEASE AGREEMENT SEA KITTS CORNER DWT 29427195v2 0052051- 000032 - 2 - 7/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www. atyofl`ederalway. corn and /or installation of Equipment on the Premises. Tenant shall obtain all required governmental approvals, authorizations, licenses and permits at Tenant's expense. City agrees to reasonably cooperate with Tenant in obtaining, at Tenant's expense, including reimbursement of City's reasonable attorney, administrative and other related fees, any licenses and permits required by Tenant's use of the Premises. Said cooperation shall in no way infer any special consideration or deviation from the land use and building construction permit approval process of the City that is applicable to the intended use of the Premises by Tenant. c. Tenant shall remove the Equipment from the Premises upon termination of the Lease. Upon removal of the Equipment, Tenant shall restore 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 use the property for such purposes as it shall desire including, but not limited to, constructing or installing structures and facilities on the property, or developing, improving, repairing or altering the property. In furtherance of such rights, the Tenant will, upon the City's demand and at the Tenant's sole cost and expense, remove, repair, relocate, change, or reconstruct the Equipment pursuant to the City's instructions and within the reasonable time period prescribed by the City. 5. Relocation. 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 one hundred eighty (180) 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 one hundred eighty (180) 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 from 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. 6. Restoration. In the event that Tenant causes damage of any kind during the course of installing, operating or maintaining the Equipment, including damage to the premises caused by cutting, boring, jack hammering, excavation or other work, and including latent damage not immediately apparent at the time of the work, Tenant shall repair the damage and/or restore the SITE LEASE AGREEMENT SEA KITTS CORNER DWT 29427195v2 0052051- 000032 _ 3 _ 7/2015 41146. CITY OF CITY HALL ".. Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 ►nm uryoffederahvay. com 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 shall be to a condition, which is equivalent to or better than the condition of the premises prior to commencing the installation, operation or maintenance of the Equipment and to a condition 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 AB ", 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. 7. Improvements. Tenant may update or replace the Equipment from time to time without the prior written approval of the City 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. Subject to the foregoing, Tenant may change the Equipment configuration specified in attached Exhibit C with the prior written approval of City. Tenant shall submit to City a written request for any such change 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. Except as may be required by FAA or FCC requirements, no lights or signs may be installed on the Premises or as part of the Equipment. Tenant further agrees to monitor the Equipment for fire, smoke, intrusion, and A/C power failure by Tenant's 24 -hour electronic surveillance system. In connection therewith, Tenant has the right to do all work necessary to prepare and maintain the Premises for Tenant's business operations and to install transmission lines connecting the antennas to the transmitters and receivers, after reasonable notice to the City. All of Tenant's construction and installation work shall be performed at Tenant's sole cost and expense and in a good and workmanlike manner, in the reasonable determination of the City. Tenant shall also submit a construction schedule to the City for the City's approval, which approval shall not be unreasonably delayed or withheld. 8. 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. 9. Utilities. Tenant shall, 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. 10. Maintenance. Tenant shall, at its own expense, maintain the Premises and Equipment on or attached to the Premises in a safe condition, in good repair and in a manner suitable to City. Additionally, Tenant shall keep the Premises free of debris, graffiti 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. 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. SITE LEASE AGREEMENT SEA KITTS CORNER DWT 29427195v2 0052051- 000032 - 4 - 7/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835 -7000 www.cityotfecleratwoy.com 11. 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 applicable federal, state or local authority. Tenant shall erect, maintain and operate its Equipment in accordance with applicable site standards, statutes, ordinances, rules and regulations now or hereinafter in effect as may be issued by the Federal Communications Commission, the City, or any other federal, state or other governing bodies. Tenant specifically waives any right to claim that any aspect of this Lease is contrary to any provision of any local, state or federal law (including the Telecommunications Act of 1996) in effect as of the date of this Agreement. In addition, Tenant specifically acknowledges that all or a portion of the premises is within a right -of -way subject to City's regulatory authority. Nothing herein shall be deemed to limit, impair or affect City's authority to franchise or otherwise permit usage of rights -of -way pursuant to its regulatory authority. 12. Lease Subject to Future Ordinances. Tenant acknowledges that the City may develop rules, regulations, ordinances and specifications for the use of the 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. 13. Interference. Tenant shall not use the Premises in any way, which interferes with the use of the Premises by City, lessees, licensees, or other entities authorized by the City with rights to the Premises prior in time to Tenant's and in compliance with the requirements of FWRC Chapter 19.255 as it now exists or is hereafter amended. City shall have the right pursuant to FWRC 19.255.060 to grant rights for co- location of other telecommunications facilities on the Premises. In addition, with regard to lessees or licensees whose operations commence after installation of the Equipment hereunder, Tenant shall not make any change in its operations that causes or is intended to cause material interference with such lessees or licensees. All operations by Tenant shall be in compliance with all FCC requirements. 14. Termination. a, Except as otherwise provided herein, this Lease may be terminated, 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 Tenant in its sole discretion that the use of Premises is obsolete or unnecessary or has become unusable under Tenant's design or engineering specifications for its Equipment or the communications system to which the Equipment belongs; iii. Upon thirty (30) days written notice by City if Tenant abandons, vacates or ceases using the Premises or Equipment; or if Tenant becomes the subject SITE LEASE AGREEMENT SEA KITTS CORNER DWT 29427195v2 0052051- 000032 - 5 - 7/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cilyoffedemlway.com of a bankruptcy proceeding and the bankruptcy proceeding is not vacated within 120 days; iv. Upon thirty (30) days' written notice by City, for any reason as determined by the City in its reasonable discretion, including reasons involving public health, safety or welfare; v. Immediately, upon written notice by City, in the event of an emergency, as determined by the City in its reasonable discretion. vi. Upon thirty (30) days written notice by City if Tenant fails to comply with all applicable federal, state, and local laws, including, without limitation, all governmental codes, ordinances, resolutions, standards and polices as now existing or hereafter adopted or amended, including, without limitation, all requirements of the FCC and the Federal Aviation Administration (FAA). vii. Upon thirty (30) days written notice by Tenant of a court decision described in Section 26(g) of this Lease below, and Tenant elects to terminate this Lease as a consequence of such court decision. If Tenant elects to terminate pursuant to this subsection, Tenant agrees that neither it, its successors, heirs or assigns will seek to enter into another Site Lease Agreement with the City of Federal Way for the Premises for a period of three (3) years from the date termination is effective, and Tenant waives any claim against the City arising out of any refusal to enter into a new lease should Tenant terminate under this subsection. viii. For any other reason set forth in this Agreement. b. In the event of any termination under this Section, Tenant shall pay City all monies due as rent and /or penalties, including reasonable attorney and collection fees and any other damages incurred by City as a result of such termination. In addition Tenant shall, at its sole expense, return the Premises to the same condition as prior to this Lease (normal 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 terminate this Lease, regardless of the extent of renovations and alterations by City, unless a written notice of such intention is given to Tenant by City. Notwithstanding any reletting without termination, City may at any time thereafter elect to terminate this Lease for such previous breach. 15. 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 from any cause whatsoever arising out of Tenant's construction, installation, maintenance, repair, use, operation, condition or SITE LEASE AGREEMENT SEA KITTS CORNER DWT 29427195v2 0052051- 000032 - 6 - 7/2015 CITY OF .... Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www.. utyoffedemlway. com dismantling of the Premises or Tenant's Equipment and Tenant expressly assumes all such risk. b. Indemnification and Hold Harmless: Tenant shall, at its sole cost and expense, indemnify and hold harmless City and its officers, boards, commissions, employees, agents, attorneys, 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 Tenant, its employees, agents, or contractors or which may be in any way connected with the construction, installation, operation, maintenance, repair, use, condition or dismantling of the Premises or Tenant's Equipment except for claims arising from the negligence of City and its officers, boards, commissions, employees, agents, attorneys and contractors. Each party will be responsible for the compliance of its activities on the Property with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as such laws may now or at any time hereafter be in effect. c. Limitation of Liability: Neither party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, Loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. d. Insurance: During the term of this Lease, Tenant shall maintain in full force and effect and at its sole cost and expense, and naming the City, its officers, boards, commissions, 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 ($5,000,000) in the annual aggregate. iii. Worker's compensation insurance and such other insurance as may be required by law. e. Evidence of Insurance: Certificates of insurance for each insurance policy required by this Lease shall be filed and maintained with City prior to commencement of the term of this Lease and thereafter. SITE LEASE AGREEMENT SEA KITTS CORNER DWT 29427195x2 0052051- 000032 _7_ 7/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffedemIwoy. com f. License: All insurance policies shall be with insurers licensed, authorized or permitted to do business in the State of Washington and with a rating of A -IV unless waived by the City. g. Defense of City: In the event any action or proceeding shall be brought against the City resulting from Tenant's operations hereunder, 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. Nothing herein shall be deemed to prevent City from cooperating with Tenant and participating in the defense of any litigation with City's own counsel. Tenant shall pay all expenses incurred by City in response to any such actions, suits or proceedings. These expenses shall include all out -of- pocket expenses such as attorney fees and shall also include the reasonable value of any services rendered by the City's attorney, and the actual expenses of City's agents, employees, consultants and expert witnesses, and disbursements and liabilities assumed by City in connection with such suits, actions or proceedings. 16. 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. 17. 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 and City shall not be liable for any latent or patent defect in the Premises 18. Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given if sent, certified mail, return receipt requested; to the addresses provided above. a. Contact for Emergencies. Emergency twenty -four (24) hour contact number(s) must be provided and /or displayed on Tenants building or equipment. Tenant Contact for Emergencies: 1- 866 - 862 -4404 19. 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 unreasonably 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, legal 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. SITE LEASE AGREEMENT SEA KITTS CORNER DWT 29427195v2 0052051- 000032 - g - 7/2015 CITY OF "•... Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 ww. cd yoflfederetway.. com 20. Successors and Assigns. Subject to Section 19, this Lease shall be binding upon and inure to the benefit of the parties, and their respective permitted successors and assigns. 21. Non - Waiver. Failure of a party to insist on strict performance of any of the conditions, covenants, terms or provisions of this Lease or to exercise any of its rights hereunder shall not waive such rights, but such party shall have the right to specifically enforce such rights at any time and take such action as might be lawful or authorized, either in law or equity. Damages are not an adequate remedy for breach. 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. 22. 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. 23. Quiet Enjoyment, Title and 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 encumbrances, liens or mortgages, except those encumbrances, liens and mortgages and matters of record, and these and any other matters disclosed and /or otherwise apparent to Tenant; c. There is legal ingress and egress to the Premises from a right -of -way; and d. Execution and performance of this Lease will not violate any laws or agreements binding on City; e. City covenants and agrees with Tenant that upon Tenant paying the Rent and observing and performing all the terms, covenants and conditions on Tenant's part to be observed and performed, Tenant may peacefully and quietly enjoy the Premises. 24. 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 City shall receive the full amount of such award. Tenant hereby expressly waives any right or claim to any portion thereof. However, Tenant shall have the right to claim and recover from the condemning authority, other than the City, such other compensation as may be separately awarded or recoverable by Tenant. If this lease terminates due to condemnation, Tenant shall promptly remove all of its Equipment from the Premises. 25. 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 upon thirty (30) days written notice to City. 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. This Lease (and Tenant's obligation to pay rent) shall terminate upon Tenant's fulfillment of the obligations set forth in the preceding SITE LEASE AGREEMENT SEA KITTS CORNER DWT 29427195v2 0052051- 000032 - 9 - 7/2015 CIT .- Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 635 -7000 www ut yo t%d eralway. com 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 of the Premises. 26. 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 applicable and future laws, ordinances, rules, and regulations 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. 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 from 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 from any person or entity. g. 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. In the event that a court of competent jurisdiction determines void or invalid any term of any other Lease, where such term is substantially equivalent to a term of this Lease, the City may, at its sole option and within 30 days of notice thereof by Tenant: (i) determine that such judicial determination shall not affect the terms of this Lease, which shall continue in full force and effect; (ii) determine that a term of this Lease is invalid, but severable, and that such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect; or (iii) terminate this Lease pursuant to Section 14. vii above. SITE LEASE AGREEMENT SEA KITTS CORNER DWT 29427195v2 0052051- 000032 - 10 - 7/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. ut yoffederatwoy. com h. This Agreement may be enforced at both law and equity. Damages are not an adequate remedy for breach. 27. Legislative Changes. In the event that any federal, state or local governmental entity adopts a law, ordinance, or regulation, or amends existing laws, ordinances, or regulations, and the new or amended law, ordinance, or regulation would limit, impair, or affect any of the parties' rights or obligations under this Agreement, Tenant agrees that (except for changes authorized under Section 12 above) the provisions of this Lease contract shall remain lawful and binding and enforceable on the parties. DATED the effective date set forth above. ATTEST: ati)efiCourtney, CMC, nu: SITE LEASE AGREEMENT SEA KITTS CORNER DWT 29427195v2 0052051- 000032 CITY OF DE L WAY By: /M Jim Ferrell, Mayor 33325 8th Ave South Federal Way, WA 98003 APPROVED AS TO FORM: Clerk J. Ryan Call, City Attorney - 11 - 7/2015 CITY OF ...-. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www. utyolfederelway, com TENANT Seattle SMSA Limited Partnership d/b /a Verizon Wireless By C co Partnership By: eral Partner JimR Creel Jr. Director - Network Date: `1 1 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this r 1day of 1VO0- ✓ , 2017 before me, a Notary Public in and for the State of Washington, personally appeared Jim R. Creel Jr., personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the Director - Network of Seattle SMSA Limited Partnership d/b /a Verizon Wireless, By Cellco Partnership, Its General Partner, to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. MIKE CUNNINGHAM NOTARY PUBLIC : 'ATE OF WASHINGTON ,OMMISSION EXPIRES FEBRUARY 19, 2021 r,s»x , -:_.- SITE LEASE AGREEMENT SEA KITTS CORNER DWT 29427195v2 0052051- 000032 /47 NOTARY PUBLIC i residing at et My appointment ex Print Name 110ci - 12 - 7/2015 CITY OF �.._ Federal Way EXHIBIT A LEGAL DESCRIPTION CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835-7000 lwnv crtyoftederniwey corn THOSE PORTIONS OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 19, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, AND LOT 1 IN BLOCK 1 OF LAKEWOOD, ACCORDING TO PLAT RECORDED IN VOLUME 16 OF PLATS AT PAGE(S) 35, IN KING COUNTY, WASHINGTON, AND 13TH AVENUE SOUTHWEST AND SOUTHWEST 344TH STREET IN THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 19, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, AND OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 19, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., ALL IN KING COUNTY, WASHINGTON, INCLUDED WITHIN A STRIP OF LAND 26230 FEET WIDE, THE NORTHWESTERLY LINE BEING THE SOUTHWESTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF TRACT B OF THE RIDGE DMSION NO. 5, ACCORDING TO PLAT RECORDED IN VOLUME 14U OF PLATS AT PAGE(S) 80 THROUGH 83, IN KING COUNTY, WASHINGTON; EXCEPT THEREFROM THAT PORTION LYING EASTERLY OF THE WESTERLY BOUNDARY OF SOUTHWEST CAMPUS DRIVE, 84 FEET WIDE AS CONVEYED TO KING COUNTY UNDER RECORDING NO. 3501170665; (SAID STRIP BEING A PORTION OF THE BONNEVILLE POWER TRANSMISSION LINE- TACOMA COVINGTON, TACOMA- RAVER). SITE LEASE AGREEMENT SEA KITTS CORNER DWT 29427195v2 0052051- 000032 - 13 - 7/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -8325 (253) 835 -7000 www. oI yoffederahvy.. com EXHIBIT B SITE LOCATION WITHIN THE PREMISES SITE LEASE AGREEMENT SEA KITTS CORNER DWT 29427195v2 0052051- 000032 See attached - 14 - 7/2015 ,11oZ!JGA • 1 ! 1 1 O9 U 5 CITY OF Federal Way EXHIBIT C Si'1'E PLAN [Including Location of Equipment Box/Shed] See attached SITE LEASE AGREEMENT - 15 - SEA KITTS CORNER DWT 29427195x20052051 - 000032 CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 wtv►v, at yoffederoiwny, corn 7/2015 puoz!aan 6D t a 1 i 1 \ \ \ e EXHIBIT C E CELLCO PARTNERSHIP DB /A VERIZON WIRELESS ASSISTANT SECRETARY'S CERTIFICATE I, Karen M. Shipman, do hereby certify that I am a duly elected, qualified and acting Assistant Secretary of Cellco Partnership, a Delaware general partnership, and as such I am authorized to execute this certificate. In such capacity, I further certify that: Jim Creel is duly appointed, qualified and acting under delegated authority to sign on behalf of Cellco Partnership d/b /a Verizon Wireless as Director — Network Field Engineering. Dated: April 21, 2016 L'((-- ` Karkn M. Shipman Assistant Secretary CELLCO PARTNERSHIP d/b /a VERIZON WIRELESS ASSISTANT SECRETARY'S CERTIFICATE I, Karen M. Shipman, do hereby certify that I am a duly elected, qualified and acting Assistant Secretary of Cellco Partnership, a Delaware general partnership, and as such 1 am authorized to execute this certificate. In such capacity, I further certify that: Seattle SMSA Limited Partnership is a Delaware limited partnership (the "Partnership ") with its principal place of business in New Jersey. Cellco Partnership is general partner of the Partnership, making the Partnership and Cellco Partnership affiliates. As General Partner of the Partnership, Cellco Partnership is authorized to act on behalf of the Partnership. Jim Creel is authorized and acting under delegated authority, to sign on behalf of Cellco Partnership d/b /a Verizon Wireless as Director — Network Field Engineering. Dated: April 21, 2016 Assistant Secretary VERIZON WIRELESS (VAW) LLC d/b /a VERIZON WIRELESS ASSISTANT SECRETARY CERTIFICATE I, Karen M. Shipman, do hereby certify that I am a duly elected, qualified and acting Assistant Secretary of Verizon Wireless (VAW) LLC, (the "Company "), a Delaware limited liability company, and as such I am authorized to execute this certificate. In such capacity, I further certify that: Jim Creel is duly appointed, qualified and acting under delegated authority to sign on behalf of Verizon Wireless (VAW) LLC d/b /a Verizon Wireless as Director — Network Field Engineering. Dated: April 21, 2016 t- Ka n M. Ship n Assistant Secretary