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