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AG 04-024RETURN TO: 0 „r EXT: Zs(0 2- CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Law L Cm t 2. ORIGINATING STAFF PERSON: �l%I1L11iiU 1n EXT: 'Z,'ROZ. 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G_, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELA= DOCUNENTS) • ORDINANCE ❑ RESOLUTION )(CONTRACT AMENDMENT (AG #):N 0 b ❑ INTERLOCAL 6. NAME OF CONTRACTOR: ADDRESS: 12.gZ© E -MAIL: SIGNATURE NAME: TELEPHONE _ FAX: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES El COMPENSATION El INSURANCE REQUIREMENTS /CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS S. TERM: COMMENCEMENT DATE: i a $�13 COMPLETION DATE: "'d g K 9. TOTAL COMPENSATION S (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE. ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: S IS SALES TAX OWED ❑ YES ❑ NO IF YES, S PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW • PROJECT MANAGER • DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) X LAW INITIAL / DATE REVIEWED INITIAL/ DATE APPROVED �' • :A� 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ( SENT TO VENDOR/CONTRACTOR DATE SENT: lolzq DATE RECD: ILI ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFI ATE, LICENSES, EXHIBITS f� LAW DEPARTMENT f SIGNATORY YO R DIRECTOR) i CITY CLERK .9' ASSIGNED AG# or�9iY►a i rctl,. v�cd COMMENTS: - b6ftt Z oY�tna�S INITIAL / DATE SIGNED ' v .Lp Ll AG# B DATE SENT: �5 - Le - 1 q 11/9 SECOND AMENDMENT TO SITE LEASE AGREEMENT (AG # 04 -024) This Second Amendment to Site Lease Agreement ( "Amendment ") is dated effective this 8th Day of December, 2013, -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, 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 8, 2003, 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, as amended by the First Amendment to Site Lease Agreement dated December 8, 2008 executed by the City and T- Mobile West Corporation ( "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 26.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 expired on December 8, 2013. 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, which will constitute the second (2nd) 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, 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 8, 2013, and expiring December 8, 2018. - 1 - 3. Rent. Commencing on December 8, 2013, the new monthly Rent under the Lease shall be Two Thousand Six Hundred Thirty-one and 87/100 Dollars ($2,631.87) per month. The Rent shall be increased by four percent (4 %) each January 1 during the term on the Lease beginning on January 1, 2015. 4. Notices. Section 16 of the Lease shall be amended to change the notices addresses for the City and Tenant as follows: If to City: City Attorney 33325 Eighth Avenue South Federal Way, WA 98003 With a copy to: Mayor 33325 Eight Avenue South Federal Way, WA 98003 If to Tenant: T- Mobile USA, Inc. 12920 SE 28th Street Bellevue, WA 98006 Attn: Lease Compliance /SE04799A 5. 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: 0 (YV Carol McNeilly, CMC, C' Clerk CITY OF FEDERAL WAY By: Fe 1, :Mayor 33325 8 h A South - 2 - Federal Way, WA 98003 APPROVED AS O FORM: J� Patricia 41 Pchardson, City Attorney T- M0X1LE )W5TALLC, a Delaware limited esident, Engineering. T- Mobile Regional Engineering West, 1855 Gateway Blvd. 10th Floor, Concord, CA 94520. STATE OF WASHINGTON) ..w 2/10/14 ) ss. COUNTY OF KING ) On this day personally appeared before me David Gallacher, to me known to be the Vice President, Engineering of T- Mobile West Corporation, a Delaware Corporation, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of , 2014. (typed/printed name of notary) Notary Public in and for the State of My commission expires - 3 - CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California County of LCi'I-i A (P-'AA CIVIL CODE § 1189 On Vl�llN R ION before me, GZctb�Z F-oj%4.q, a �' Yarj VIDIL , Pate Were Indert Name and Title of fhe Officer personally appeared B_EATR IIZ RODRIGUEZ Commission # 1989638 Z Notary Public - California Z San Bernardino County My Comm. Expires Aug 30.2016 who proved to me on the basis of satisfactory evidence to be the persor, ,4 whose namejA is/are subscribed to the within instrument and acknowledged to me that hefsheAlaey executed the same in his/hrerAheir authorized capacity i , and that by his /he4their signature on the instrument the perso�5j, 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 d o ' seal. Signature: Place Notary Seal Above OPTIONAL 4, lure of Notary Public 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: 5Gon &%vOw "-6 Saf- L.&4�C i V YeZwu'L1- - 7elgIN, Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: lua6d L­111�ctCK v Corporate Officer — Title(s):Wnk l -n vP ❑ Individual ❑ Partner — ❑ Limited ❑ Gene ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator Signer Is Representing © 2010 National Notary Association • NationalNotary.org • 1- 800 -US NOTARY (1 -800- 876 -6827) Item #5907 RETURN TO: , f- ; s 1 C a EXT: d "7 D/ CITY OF FEDER, WAY LAW DEPARTMEN'i .(OUTING FORM,, 1. ORIGINATING DEPT. /DIV: S 2. ORIGINATING STAFF PERSON: �[+ 1i�`/ EXT: Ufll I 3. DATE REQ. BY: 4 TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT • GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION CONTRACT AMENDMENT (AG #): 04 ❑ INTERLOCAL ,dOTHER Lcz�g�-a— -a i 5. PROJECT NAME: JE r 1 6. NAME OF CONTRACTOR: G1 �(>1av►n� ADDRESS: TELEPHONE E -MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS Cl PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: 12-' 9 - �-Q 13 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: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DO ENT /CONTRACT REVIEW INITIAL/ DATE REVIEWED PROJECT MANAGER 6-7.7-A3 ❑ DIRECTOR °i I ❑ 1C AMP) l5 t3 ❑ LAW 1) 1 INITIAL / DATE APPROVED 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING • SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS • LAW DEPARTMENT • SIGNATORY (CM OR DIRECTOR) • CITY CLERK • ASSIGNED AG# • SIGNED COPY RETURNED INITIAL/ DATE SIGNED 1,,1lk DATE SENT: �► M MA A'WOr AM ok �n Stott\-� 11/9 GENERAL DYNAMICS Wireless Services August 15, 2013 City of Federal Way 33325 8th Avenue South, Federal Way, WA 98003 RE: Lease Agreement between Sprint Spectrum L.P., a Delaware limited partnership ( "Sprint" or "Tenant ") and City of Federal Way ( "City") dated January 2, 2001 with respect to real property located at 34519 14th Way SW Federal Way, WA Cascade No. SE36XC010. Dear Sir or Madam: This letter is to advise you that it will be necessary within the near future for Sprint Nextel to make certain physical modifications to equipment within Tenant's premises at the Site. These improvements are being undertaken in order to ensure the continued technical and economic feasibility of Tenant's facility, and are needed for Tenant to make optimal use of the Site for the purposes intended by the Site Agreement. As described below, these modifications should have no significant impact on Landlord's property or operations. However, in accordance with the Site Agreement, Tenant requests that Landlord acknowledge notice of, and consent to, the following modifications: Utility upgrades to existing cell site (see attached plans) Landlord's acknowledgement of notice and consent will not increase the size or amount of space being used by Tenant under the Site Agreement unless specifically stated above. Please indicate your acknowledgement and consent by signing below and returning one copy of this letter to me at the address set forth below or pdf a copy to douglas.brownl @gdit.com. Should you have any questions kindly contact me at 309 - 531 -2278. Thank you in advance for your prompt attention to this matter. Sincerely, By: Douglas Brown General Dynamics Information Technology, an authorized representative of Sprint Nextel ACKNO EDGED AND AGREE O: /vl Printed Name: AQ'o-` Title: ��.. \f� �tc�!" S (�W S �l r—,WA Date: , 201 General Dynamics 1000 124th Ave NE Suite 200 Bellevue, WA 98005 w 3 3 W m Q 3 N o } a 0 ¢ w Q CN a O 3 x cc °c o o 4 Q � x a Q N Q Z O O W V 1 Q k LL L.LJ r Q .. � r d' �- N W N w • d' O > > K K O O = K ? U N a CL W N Q 2 O V I w 3 3 Q 3 N o } a ¢ w Q a 3 x o o Q � x N Q Z O O W r Q .. � r d' �- N W w d' O > > K K O O = K ? U N d N Q N Q 0 LLJ '5I zl wl l rl -1--+ i t!1 a U W F- r Q 3 a 0 3 N o Y w Q m z x � u Z o z in z Q ° L� OL N .a U CO V — 2 O O _ a) c - jp U O O U U a) O O m O _ m C co co m @ N a a L m 3 a w N V X 2 N O x m 3 a a 0 m c m ° Q a) o Lo-. m Q. C.6 U) m o N O' O 2 m U a O x cu CO Q 0 N 3 N Q m X LL m c o 0 L.• ca U o O U 'm 'm C V ° o C E X N m w N .N - r`- E c aJ U J tl U O o p, c N r0-. 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ORIGINATING DEPT./DIV: LlAW I Civil 2. ORIGINATING STAFF PERSON: Pa-r eJc.Vl:t (d'2x:>Y" EXT: 3. DATE REQ. BY: 4. TYPE OF DOCUMENT REQUESTED (CHECK ONE) D PROFESSIONAL SERVICE AGREEMENT D SECURITY DOCUMENT (E,G, AGREEMENT & D MAINTENANCE/LABOR AGREEMENT PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) D PUBLIC WORKS CONTRACT D CONTRACTOR SELECTION DOCUMENT D SMALL PUBLIC WORKS CONTRACT (E.G., RFB, RFP, RFQ) AG#:~-o2. t./- CL (LESS THAN $200.000) D CONTRACT AMENDMENT D PURCHASE AGREEMENT) D CDBG (MATERIALS, SUPPLIES, EQUIPMENT) D OTHER D REAL ESTATE DOCUMENT 5. PROJECTNAME:J- Mob ~ SiiU-'t"~~ J-Pan-tkt..r -La~e 6. NAME OF CONTRACTOR: ""0Mob; f~ ADDRESS: TELEPHONE SIGNATURE NAME: TITLE 7. ATTACH ALL EXHIBITS AND CHECK BOXES D SCOPE OF SERVICES D ALL EXHIBITS REFERENCED IN DOCUMENT D INSURANCE CERTIFICATE D DOCUMENT AUTHORIZING SIGNATURE 8. TERM: COMMENCEMENTDATE:~()t COMPLETION DATE:~ 13 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: DYES D NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED DYES D NO IF YES, $ PAID BY: D CONTRACTOR D CITY o PURCHASING: PLEASE CHARGE TO: 10. CONTRACT REVIEW INITIAL/DATE APPROVED INITIAL/DATE APPROVED D PROJECT MANAGER D DIRECTOR D RISK MANAGEMENT (IF APPLICABLE) J~-* ~~~ )( LAW 11. CONTRACT SIGNATURE ROUTING INITIAL/DATE APPROVED INITIAL/DATE APPROVED X LAW DEPARTMENT ~Im )( CITY MANAGER ~ CITY CLERK ~SIGN COPY BACK TO OR~ING DEPT. 's/ASSIGNED AG# (A--O COMMENTS EX-eCJL-re 3 Ov'lglY\Ol\S. "*' se~ commenl:1lct1r'/;J m... p. 02, . , 07/05 r , ! FIRST AMENDMENT TO SITE LEASE AGREEMENT (AG # 04-024) This First Amendment to Site Lease Agreement ("Amendment") is dated effective this 9th day of December, 2008, 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 III") entered into a Lease Agreement dated effective December 8, 2003, 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"). 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 26.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 ofthe 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 8, 2008, and expiring December 8,2013, unless renewed pursuant to the terms of the Lease. - 1 - 3. Rent. Tenant shall pay to the city rental fees in the amount of$I,731.60 per month, due on the 5th of each month. The Rent shall be increased by four percent (4%) at the beginning ofthe second and third year, three percent (3%) at the beginning ofthe fourth year; and no increase for the fifth year. 4. Notices. Section 16 of the Lease shall be amended to change the notices addresses for the City and Tenant as follows: If to City: City Attorney P.O. Box 9718 33325 Eighth Avenue South Federal Way, WA 98063 With a copy to: City Manager PO Box 9718 33325 Eight Avenue South Federal Way, W A 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 ParkwayN. Bothell, W A 98011 Attn: Lease Administrator 5. Full Force and Effect. All other terms and conditions ofthe Lease not modified by this Amendment shall remain in full force and effect. - 2 - DATED the effective date set forth above. ATTEST: CITY OF FEDERAL WAY By: ~ Sli2 Neal Beets, City Manager PO Box 9718 Federal Way, WA 98063-9718 WEST CORPORATION, a Delaware By: Da' Gallacher, . ent, Engineering. T-Mobile Regional Engineering West, 1855 Gateway Blvd. 10th Floor, Concord, CA 94520. STATE OF WASHINGTON) ) ss. ) COUNTY OF KING See C{-1m ch.t.J. On this day personally appeared before me David 'llacher, to me known to be the Vice President, Engineering ofT-Mobile West Corporation, a elaware Corporation, that executed the foregoing instrument, and acknowledged the said inst ent to be the free and voluntary act and deed of said corporation, for the uses and purposes t rein mentioned, and on oath stated that he/she was authorized to execute said instrument that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and of cial seal this day of ,2008. (typed/printed name of notary) Notary Public in and for the State of My commission expires - 3 - CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT . State of Calirreia f)\ } County of LD f\J"\AA ~ s -rA. On I c:2. ' a. 3, \J <3 before me, l-u Ke. l""u aiS 6~ b C9H~~r Name(s) of Signer(s) T -{/\^06l~ Date personally appeared \fP j ~ - ~- - - - - - lU~E -LUCAS - - - ~l e Commission 1# 1755074 j' Notary Public - California I Contra COlta County !: J~ ~ ~ _ _ _~:~:.ex:*:S_~2~:O~ _l who 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. 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. W~~ Place Notary Seal Above Signature Signature of Notary 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 Doc7:ent Title or Type of Document: ~ A Document Date: t~ ~~ A'":} <:> ~). 0 () LEA-~ ~-E '-+lqcrA- Number of Pages: 3 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Top of thumb here Signer's Name: o Individual o Corporate Officer - Title(s): o Partner - 0 Limited 0 General o Attorney in Fact o Trustee o Guardian or Conservator o Other: Signer's Name: o Individual o Corporate Officer - Title(s): o Partner - 0 Limited 0 General o Attorney in Fact o Trustee o Guardian or Conservator o Other: RIGHT THUMBPRINT OF SIGNER RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: Signer Is Representing: . @2oo7 National Notary Association. 9350 De Soto Ave., P.O, Box 2402 . Chatsworth, CA 91313-2402. www,NationalNotary,org Item #5907 Reorder: Call Toll-Free 1-800-876-6827 1. 2. 4. 5. 6. 7. 8. DATE IN: DATE OUT: CITY OF FEDERAL REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP ORIGINATING DEPT.lDIV: ~ / (!)' VI' I ORIGINATING STAFF PERSON:_W~ ~a.-k/i~k,. EXT: 4031 3. DATE REQ. BY: TYPE OF DOCUMENT REQUESTED (CHECK ONE) D PROFESSIONAL SERVICE AGREEMENT D SECURITY DOCUMENT (E.G. AGREEMENT & D MAINTENANCE/LABOR AGREEMENT PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) D PUBLIC WORKS CONTRACT D CONTRACTOR SELECTION DOCUMENT D SMALL PUBLIC WORKS CONTRACT (E,G., RFB, RFP, RFQ) (LESS THAN $200,000) D CONTRACT AMENDMENT AG#: D PURCHASE AGREEMENT) D CDBG n .(JAiI./A J.!J.Av:: . _ L (MATERIALS, SUPPLIES, EQUIPMENT) ~ OTHER ~.Je ~, 1'D1 ~ D REAL ESTATE DOCUMENT PROlECfNAME 'bit Jea~ ~ - -p~ ~ NAME OF CONTRACTOR: ~ ~ /1 CI4- '"t;A~ ADDRESS: -1a~o7 NcSY~ C!.(. tJ. ~r.WJot q ~olJ TELEPHONE SIGNATURE NAME: -1~ ~i TITLE~r> 'II'U, ~~ ATTACH ALL EXHIBITS AND CHECK BOXES D SCOPE OF SERVICES XALL EXHIBITS REFERENCED IN DOCUMENT D INSURANCE CERTIFICATE D DOCUMENT AUTHORIZING SIGNATURE TERM: COMMENCEMENT DATE: I :J/ <i I 0 .3 /9/8/0g COMPLETION DATE: 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: DYES DNO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED DYES D NO IF YES, $ PAID BY: D CONTRACTOR D CIT 10. 11. CONTRACT REVIEW D PROJECT MANAGER D DIRECTOR ~SK MANAGEMENT ~LAW INITIAL/DATE APPROVED INITIAL/DATE APPROVED ~w- CONTRACT SIGNATURE ROUTING D LAW DEPARTMENT ~ CITY MANAGER '-Er'CITY CLERK ~ SIGN COPY BACK TO ORGINATING DEPT. ASSIGNED AG# C)tf-Z"f PURCHASING: PLEASE CHARGE TO: INITIAL/DATE APPROVED INITIAL/DATE APPROVED '~i:ilJ!t ~~ ~4= ~f COM~S _~ ve~ ~ff)U1J ~761 JJ~ ~ //'[ -. :;;2;;/k~ 10/09/02 As#o-l-'L tf SITE LEASE AGREEMENT THIS LEASE is entered into this 1 st day of December, 2003, by and between the CITY OF FEDERAL WAY, WASHINGTON, a municipal corporation (hereinafter "City") and VOICE STREAM PCS III CORPORATION, a Delaware corporation, with its principal office located at 19807 North Creek Parkway North, Bothell, W A 9801 1 (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 (1) 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: 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 pursuant only to lawful authority in the City's sole and absolute discretion and nothi~ shall constitute a waiver of Tenant's rights under applicable law. 1\ ~ uU. g' I UJO.3 t7< 1A- 2. Term. This Lease shall be five (5) years and shall commence on #ie dat~ of re Of .e:x.ec~.lti9n 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 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) if the fair market rental, as determined 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 MAl 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 term. 3. Rent. During the first five (5) year term Tenant shall pay to the City rental fees in the amount of $1,665.00 per month, due on the 5th day of each month (in addition to the deposit of $1,665.00 from Tenant to City to ensure performance but not as a limitation of Tenant's liability herein). The deposit shall be held by the City without liability for interest. Rent shall be increased in each subsequent term by an amount equal to the average increase in CPI over the immediately preceding five (5) year term, but in no event more than fifteen percent (15%). -1- 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 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. If this Lease is terminated at any time other than on the last day of the month, rent shall be prorated as of the date of termination and, in the event of termination 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 termination. 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 permitted by law. 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 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, permits, removal and abandonment, screening, health, radio frequency 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 permits 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 permits required by Tenant's use of the Premises. 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. 5. 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 -2- Equipment configuration specified in attached Exhibit C 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 ofthe Equipment. 6. 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. 7. 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 ofthe Premises and shall timely pay all costs associated therewith. 8. 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 free of debris caused by Tenant and anything of a dangerous, noxious or offensive nature or which would create a hazard or undue vibration, heat, noise or any interference with 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. 9. Compliance with Laws. Tenant's use of the Premises is subject to its obtaining all certificates, permits, zoning and other approvals that may be required by ~y federal, state or local authority or from any other necessary person or entity. Tenant shall erect, maintain and operate its Equipment in accordance with applicable site standards, statues, ordinances, rules and regulations issued by the Federal Communications Commission, the City, federal or state government or any other governing bodies; provided, however, that Tenant shall not be required to comply where its rights have previously vested by operation of law. 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). In addition, Tenant specifically acknowledges that all or a portion of the Premises is 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. 10. Interference. 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 franchise or to permit usage of rights of way, provided such co-location, franchising or permitting does not otherwise violate any applicable -3- 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 ("PSC"). 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, 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. 11. Termination. Except as otherwise provided herein, this Lease may be terminated without penalty to City or further liability of City as follows: a. Upon thirty (30) days written notice by either party for failure to cure a default or breach, including nonpayment 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; or b. Upon ninety (90) days written notice by Tenant that the premises or are become unusable under Tenant's design or engineering specifications for its Equipment or the communications system to which the Equipment belongs. c. Upon thirty (30) days written notice by City if Tenant abandons or vacates or ceases using the Premises or Equipment or if Tenant is adjudicated as bankrupt or makes any general assignment for the benefit of its creditors or if Tenant becomes insolvent. d. Upon ten (10) days notice written notice by City if there is an immediate threat to public health, safety or welfare. In the event of termination, Tenant shall pay City all monies due as rent and/or penalty, including attorney and collection fees and any other damages incurred by City as a result of such termination but limited solely to the Lease termination and excluding unrelated consequential or incidental damages, e.g. an unrelated emergency. 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. -4- 12. 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 from the other's sole, proportionate concurrent negligence, breach of contract or intentional acts or omissions of their officers, boards, commissions, employees, agents, attorneys and contractors. 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 from 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 harmless and defend the City against any claims for damages, including, but not limited to, business interruption damages and lost profits, brought by or under users of Tenant's facilities as the result of any interruption 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 from the sole negligence, proportionate concurrent negligence, breach of this Lease or any willful or malicious action on the part ofthe City, its officers, agents, employees or contractors. The provisions of this Section shall survive the expiration, revocation, or termination of this Lease. b. Indemnification and Hold Harmless. Tenant and City shall, at their sole cost and expense, indemnify and hold harmless one another and their officers, boards, commissions, employees, agents, attorneys, successors, assigns and contractors from and against any and all liability, damages and claims (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be asserted by reason of any act or omission of each, its employees, agents or contractors or which may be in any way connected with the other's intentional acts, omissions or breaches of contract. The provisions of this Section shall survive the expiration, revocation, or termination of this Lease. c. Insurance. During the term of this Lease, Tenant shall maintain in full force and effect and at its sole cost and expense, and naming City, its officers, boards, commission, employees and agents as additional insureds, the following types and limits of Insurance: -5- i. Comprehensive commercial general liability insurance with minimum limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the annual aggregate. ii. Comprehensive automobile liability insurance with combined single minimum limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the annual aggregate. 111. 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 term 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. All insurance policies may be written with commercially reasonable deductibles. 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. 13. 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. 14. 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. 15. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: Ifto City, to: City Attorney 33530 1 st Way South PO Box 9718 FederalVVay, VVl\ 98063 -6- With a copy to: City Manager 33530 1 st Way South PO Box 9718 Federal Way. WA 98063 If to Tenant, to: Leasing Administrator T-Mobile USA, Inc. 19807 North Creek Parkway North. Suite 101 Bellevue. W A 98011 16. Subleasing or Assignment. Tenant may not assign this Lease or sublet the Premises or Equipment, in whole or in part, without the prior written consent of 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 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. 17. Successors and Assigns. Subject to Section 16, this Lease shall be binding upon and inure to the benefit of the parties, and their respective permitted successors and assigns. 18. Non-Waiver. Failure of City 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 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 performance more than six (6) months after the City receives notice of a failure to perform: 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. 19. 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. 20. 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 oflaw. 21. Quiet Enjoyment. Title and Authority. Tenant acknowledges that its rights are further subject to the Bonneville Power Authority ("BP A") transmission line easements recorded under King County Recording Numbers. 5151931 and 3252563. In the event such easements -7- expire or terminate, so will Tenant's rights under this Lease without any liability on the part of the City. City represents to Tenant subject to BPA's easements 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 for the BP A transmission easements, and those, matters, liens and/or mortgages which are of record, disclosed and/or otherwise apparent to Tenant; c. There is legal ingress and egress to the Premises from a Public Right-of- Way; and d. Execution and performance of this Lease will not violate any laws or agreements binding on City. 22. 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. 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. 23. 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, as Tenant's sole remedy. In such event, Tenant shall promptly remove the Equipment from the Premises and shall restore the Premises to the same condition as existed prior to this Lease, normal wear and tear excepted. This Lease (and Tenant's obligation to pay rent) shall terminate upon Tenant's fulfillment of the obligations set forth in the preceding sentence and its other obligations hereunder, at which termination Tenant shall be entitled to the reimbursement of any Rent prepaid by Tenant. City shall have no obligation to repair any damage to any portion of the Premises. 24. 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 -8- 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. 25. Relocation of Facilities. Within thirty (30) days following written notice from the City, Tenant shall, at its own expense, temporarily remove, relocate, change or alter the position of its telecommunications facilities upon the Premises whenever the Public Works Director or his or her designee shall have determined that such removal, relocation, change or alteration is reasonably necessary for construction, repair, maintenance or installation of any City or other . improvement in or upon the subject property or for the operations of the City or other governmental entity in or upon the Premises. In the event that a suitable alternative location for Tenant's telecommunicati9ns facilities cannot be located upon the Premises, Tenant shall have the right to terminate this Lease upon 30 days written notice to the City, and shall be entitled to a pro rata refund of all pre-paid rent. The provisions of this Section shall survive the expiration, revocation, or termination by other means of this Lease. 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 the applicable laws, ordinances, rules and regulation, this Lease constitutes the entire agreement and understanding of the parties and supersedes all offers, negotiations and other agreements of any kind. Except as previously set forth, there are no representations or understandings of any kind not set forth herein. Any modification of or amendment to this Lease must be in writing and executed by both parties. c. This Lease shall be construed in accordance with the laws of the State of Washington. d. Section captions and headings are intended solely to facilitate the reading thereof. Such captions and headings shall not affect the meaning or interpretation of the text herein. e. 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. -9- 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. This Lease was executed as of the date first set forth above. VOl 'e e. S ~Cl/h'f. WB8TE~ PCS III CO Its: By: ttvw/ttf'/ Title: K:\TELECOM\site lease agrmt Panther Lake 11.25.03 -10- STATE OF WASHINGTON ) i/ r ) ss. COUNTY OF ~.I h.J ) ~ I certify that I know or have satisfactory evidence that / ~~ /5 lAA IS the person who appeared before me, and said person acknowledged that e/Me signed this instrument, on oath stated that he/~ was authorized to execute the instrument and acknowledged it as the IYI+~/~ Vf Wet...J.e..."f1 12 ~4i /~ of Voice Stream PCS III Corporation to be the free and voluntary act of such ~rty fqr the uwis and purposes mentIoned In the Instrument. Dated: I /.1, 1&<; . , I l/ ~ ......... X~ -, CoY-> -- ~ "" C. LE:.~"", Nota Public 1v1 . ~-/ .... ~ '\;,;,iO',"["<;,,'" ~:'. Print Name r'r f-. !tUl / <:. ~ ~ ~ < '/e- .. ~ .'~ ~;'" V' ~~ My commission expires ~ /.. : ,;:' :'~~, lJ" A R Y <.1'...'1:- ':. ;7- - 'U.c..:. '\' . :~: ..--- ~z: -: <Jl\ PUB\"\C, /12: ~ /.' ~""'0 ~~~ "'1;.>11.JI'y' 25,'}:~"'~~ .... . ~ ....... 'X-' . "1 OF Wp...S .." "", , , . I . . · · · (Use this space for notary stamp/seal) EXHIBIT A Legal Description The property is legally described as follows: THOSE PORTION OF THE SOUTHWEST QUARTER OF SECTION 17, TOWNSHIP 21 NORTH RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON AND THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 17, TOWNSHIP 21 NORTH, RANGE 4 EST, W.M., IN KING COUNTY, WASHINGTON, LYING WITHIN A STRIP OF LAND 262.50 FEET WIDE, THE SOUTHEASTERLY LINE OF WHICH IS THE NORTHWESTERLY LINE OF WEST CAMPUS OFFICE PARK DIV. 1, ACCORDING TO THE PLAT RECORDED IN VOLUME 97 OF PLATS, PAGES 55-58, IN KING COUNTY, WASHINGTON AND THE PROLONGATIONS THEREOF. EXCEPT THEREFROM THAT PORTION LYING WITHIN 1 ST WAY SOUTH, 100 FEET WIDE AS CONVEYED TO KING COUNTY UNDER AUDITOR'S FILE NO. 7306070524 AND 7402270419, ALSO EXCEPT THEREFROM THAT PORTION CONVEYED TO KING COUNTY WATER DISTRICT NO. 124, BY DEED RECORDED UNDER RECORDING NO. 7412180380, AS PARCEL A, (WELL SITE #IC), RECORDS OF KING COUNTY, WASHINGTON. A-I EXHIBIT B Site Location Within the Premises PROPERTY LINE ~ 89' 42' 45" W /' ./ ./ / / / ./ / / / / / / / / ./ / ./ ./ ./ '/ / J' /' \ ~ \~~ V' \" v~/ r:J?<"~~'/ . <?~ ./ / / / / ./. G.~1/ ;f?"< v~<(, . ~~./ ~ ~ ~ ri/ ~~<(, ~~ c,'i) / / ./ ./ ./ / / / ~NNAS MOUNTED ,,.<IN_[E] 127' POWER ./ LATTICE TOWER (TYP. .:5 SEdfORS) ~ ~V R<(,~ ~O ./ <? / / //~ / \" \" ./ / ./ "'-... '" \... , / '\. ./ ~ ./ / /' / / \" "\ <? / ./ ./ ~ B-1 ~ "/" <:> ')- <? / '\. EXHIBIT C Site Plan (Including Location of EqUIpment Box/Shed) / ~ / .:t~~. /' // ti'f> ,/ /v/ ~~/ .;;- ,/ ~ .',", 1 C-I # A4I~41.III... CERTIFICATE OF INSURANCE PRODUCER Aon Risk Services, Inc. of WA 1420 5th Avenue. Suite 1200 Seattle, WA 98101 DATE (MM/DDIYY) 4/28/2004 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: St Paul Fire & Marine Ins T-Mobile USA, Inc. (formerly VoiceStream Wireless Corporation) 12920 Southeast 38th Street . "I \-\ Bellevue. WA 98006 O"{-V \ INSURER B: Travelers Property Cas Co of America INSURER C: INSURER D: INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH POLICIES, THE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR POLICY EFFECTIVE DATE (MMlDDNY) POLICY EXPIRATION DATE (MM/DDNY TYPE OF INSURANCE POLICY NUMBER A GENERAL LIABILITY ~ COMMERCIAL GENERAL LIABILITY CLAIMS MADE ~ OCCURRENCE ~ Contractual Liability Included D Certificate Holder is an Addt'l. Insd. 5/1/2004 5/1/2005 GENERAL AGGREGATE PRODUCTS - COMP/OP AGG PERSONAL & ADV INJURY EACH OCCURRENCE FIRE DAMAGE (Any One Fire) TE08400984 MED EXP (Any One Person) A AUTOMOBILE LIABILITY ~ ANY AUTO D ALL OWNED AUTOS D SCHEDULED AUTOS ~ HiRED AUTOS ~ NON.OWNED AUTOS D BODILY INJURY (Per accident) 5/1/2004 5/1/2005 TE08400984 AOS TE0840098401 TX MA08400002 MA TE08400988 VA COMBINED SINGLE LIMIT BODILY INJURY (Per person) PROPERTY DAMAGE GARAGE LIABILITY D ANY AUTO AUTO ONLY - EA ACCIDENT OTHER THAN AUTO ONLY: EACH ACCIDENT AGGGREGATE EACH OCCURRENCE AGGREGATE A EXCESS LIABILITY ~ UMBRELLA FORM D OTHER THAN UMBRELLA FORM 5/1/2005 TE08400984 5/1/2004 B WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY THE PROPRIETOR! PARTNERS/EXECUTIVE OFFICERS ARE: ~ ~~R~T~~~.;S E.L. EACH ACCIDENT E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE TC2JUB419J696804 (AOS) 5/1/2004 5/1/2005 ~ INCL D EXCL TRJUB419J695604 (AZ, MA, OR, WI) OTHER LIMITS $ 2,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 $ 1,000,000 $ 25,000 $ 1,000,000 $ $ $ $ $ $ $ $ $ 2,000,000 2,000,000 OTHER $ $ $ 1,000,000 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/RESTRICTIONS/SPECIAL ITEMS TM I Tmobile / T-MobileStandard I 3796 Re: Site #, Site Address The City of Federal Way, its officers, boards, commission, employees and agents are additional insureds for General Liability and Auto Liability solely as respects operations of the named insured at the above location, City of Federal Way 33530 First Way S Federal Way, WA 98003 ( 1 ':i ~ U Y"'.... Cl"t.J1' Aq ~ OLh....Ovr DATE (MM/DD/YYYV) 04/25/2007 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. THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDmON OF ANY CON1RACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFlCATE MAYBE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDmONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUdm BY PAID CLAIMS. INSR DD' LTR INS PRODUCER Aon Risk Services,Inc of washington 1420 Fifth Avenue suite 1200 seattle WA 98101-4030 USA PHONE, 206 749-4800 INSURERS AFFORDING COVERAGE FAX- 206 749-4860 INSURED T-Mobile USA, Inc. its subsidiaries and Affiliates 12920 SE 38th Street Bellevue WA 98006 USA Greenwich Insurance company National union Fire Ins Co of pittsburgh XL specialty Insurance Co INSURER A: INSURER B: INSURER C: INSURER D: INSURER E: TYPE OF INSURANCE POLICY EFFECTIVE POLICY EXPIRATION DATE(MM\DD\YY) DATE(MM\DD\YY) 05/01/07 05/01/08 EACH OCCURRENCE POLICY NUMBER A RGD5000064 01 ~RAL LIABILITY X COMMEROAL GENERAL LIABILITY CLAIMS MADE ~ OCCUR X Contractual Liability Incl. DAMAGE TO RENTED PREMISES (Ea occurenee) MED EXP ( v one Derson PERSONAL & ADV INJURY GENERAL AGGREGATE GEN'L AGGREGATE LIMIT APPLIES PER: [29 POLICY 0 i~ D LOC PRODUCTS - COMP/OP AGG A AUTOMOBILE LIABILITY RAD 5000066 01 05/01/07 05/01/08 ANY AUTO AOS A RAD 5000067 01 05/01/07 05/01/08 ALL OWNED AUTOS MA SCHEDULED AUTOS HIRED AUTOS NON OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY ( Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY. EA ACCIDENT B B ANYAUTO EXCESS /UMBRELLA LIABILITY ~ OCCUR D CLAIMS MADE AGGREGATE OTHER THAN AUTO ONLY : EAACC AGG 05 01 08 05/01/07 9834866 EACH OCCURRENCE ~DEDUCTlBLE c=JRET~ON $25,000 c 1 RWD :~:~~~?r~~~ON AND AOS RWR5000124 ~~g~~~~/~~~:6?EXECUTJVE AZ, MA, OR, WI c 05/01/07 05/01/08 E,L, EACH ACCIDENT E,L, DlSEASE-EA EMPWYEE E.L, DISEASE-POLICY LIMIT If yes, describe under SPECIAL PROVISIONS below OTHER NAIC # 22322 19445 37885 - Qi Ie 5 "CI .... - Qi "CI ~ LIMITS $1,000,000 $1,000,000 $1,000,000 $2,000,000 $2,000,000 o m '<t o CO ..... N N o o ..... U'l $1,000,000 -I. Qi .... = ~ Ie ~ Qi U DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS SITE NAME: CITY OF FEDERAL WAY FRANCHISE AGREEMENT. THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED FOR GENERAL LIABILITY SOLELY AS RESPECT TO OPERATIONS OF THE NAMED INSURED AT THE ABOVE LOCATION IF REQUIRED BY CONTRACT. CITY OF FEDERAL WAY ATTN: CITY ATTORNEY 33530 1ST WAY SOUTH P.O. BOX 9718 FEDERAL WAY WA 98063 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRIITEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES, AUTHORIZED REPRESENTATIVE ...&'~ n;..~