HomeMy WebLinkAbout0223 - Snohomish Co - Agreement - Emergency Radio System Communication Site LeaseLease #:00-_
Site Name:Marysville Tank
COMMUNICATION SITE LEASE
TillS COMMUNICATIONS SITE LEASE (this "Lease") is made by and between the
City of Marysville,a municipal corporationand political subdivision of the State of Washington,
hereinafter called "the City" or "Lessor,"and Snohomish County Emergency Radio System, a
WashingtonInterlocalnon-profit Corporation ("SERS"or "Lessee").
RECIT ALS
1. SERS, in providing public safetycommunications, needs to locate communications
equipmentand facilitiesat various locationsto insure the required coverage for communicationsis
achieved.
2. The City provides police, fire, public works and other services to the public. The
Cityhas determinedthat use of someor all of SERS communicationequipment and facilitieswould
be beneficialforthe provision ofthe City's public services.
3. TheCity has certainrealpropertythat SERS has determined would be beneficialfor
itspublic safetycommunicationscoveragerequirements.
4. The City and SERS recognize that third parties, public and private, may benefit
from co-location of facilities and equipmenton.the premises.
5. SERS and Lessor have determinedthat SERS use of Lessor's property is acceptable
underthe termsand conditions ofthis Lease.
AGREEMENT
In consideration of the mutual covenantscontainedinthis Lease,the partiesagreeas
follows:
1.Premises:Lessor agrees to lease to SERS and SERS agrees to lease from Lessor,.
upon the terms and conditions set forth herein, Premises located in Snohomish County,
Washington, comprising, as of the commencement date of this Lease,the area as shown on the
Area Map and Site Plans, attached to this Lease, along with the legal description, as Exhibit A,
for the placement of certain communications equipment and structures (the "Site"or the
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"Premises");the equipment and structures are described and specified In Exhibit B (the
"Equipment and Structures List") attached hereto.
2.Term:The initial Lease Term shall be for Fifteen (15) years and shall commence
on January I, 2002 and shall end on December 31, 2017, unless terminated sooner or extended as
provided herein and in the General Terms and Conditions,(attachedto this Lease as Exhibit C)..
SERS reserves the right to exercise an option to extend this lease for Two (2) additional Five (5)
year periods, by providing written notice of its intention to exercise such option Six (6) months
prior to the expiration of the initiall5-year term and,if applicable, Six (6) months prior to the first,
additional Five (5) year period. Lessor may request reasonable adjustment in the Lease terms and
conditions when such adjustment is necessitated by SERS exercising its option to extend the Term
ofthe Lease.
3.Rent,Additional Rent,Offset and Leasehold Excise Tax :
A.
B.
C.
D.
E.
Upon commencement of this Lease, SERS shall pay to Lessor a rent ofTEN
DOLLARS ($10.00) per year for SERS's Use of the Premises; provided,
however, Lessor shall be entitled to negotiate a fair market rental amount in
the event that any other municipalitythat is a participant in SERS and which
leases a Radio System site location charges SERS a market rental amount.
SERS, as additional consideration for this Lease, shall perform certain
improvements to the Site,which will have benefit to Lessor.
As additional rent, SERS agrees that the City shall have the exclusive right
to enter into sublease agreements with third-party co-locators who wish to
utilize the Exhibit A Premises or the Exhibit B Equipment and Structures.
Any such sublease shall not conflict with the terms of this Communication
Site Lease or the Exhibit C General Terms and Conditions. All rent derived
from any sublease to third parties shall belong to the City;provided that
SERS shall be entitled to receive a siting fee from a co-locator as
described in paragraphs 3.D and E of the General Terms and Conditions.
Nothing in this Lease shall prohibit the City from charging its own co-
location sitingfee.
No offset, reduction or credit toward rent shall be allowed unless approved
in advance and in writing by the City.
SERS, as a non-profit corporation comprised of municipalities is exempt
from the requirement to pay leasehold excise tax.In the event this
exemption is determined to be inapplicable or leasehold excise tax becomes
due and owing for other reasons, SERS shall pay the same and indemnify
the Cityfrom any liability arisingtherefrom.
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F.All rent owing shall be made payable to the City and is to be received in the
office of the:
"fiihle ·~hief<Adm±.nistrative Officer
The City ofMarysville
4822 Grove Street
Marysville, WA 98270
All rent or additional rent owing and all taxes shall be payable in advance,without prior
notice or demand, on the first (I")day of each year of the Lease Term.Ifthis Lease is terminated at
a time other than the last day ofthe month, rent or additionalrent shall not be prorated as of the date
of termination. Said rent or additional rent shall be exclusive of any other sales tax, franchise, fee,
business or occupation, tax, real property tax, or other tax based on rents. Should any other such
tax or any fee apply during the life of this Lease or anyextension thereof, the payment due by SERS
shall be increased by such amount.
4. Use of Premises:
A.Lessee may use said Premises for the installation, operation, maintenance, repair
and/or disconnection of communications equipment, including an antenna system, and other
supporting equipment and structures (the "Communications Facilities"), as identified on the
Equipment and Structures List, attached to this Lease as Exhibit B, together with the right of
ingress to and egress from the Site for the foregoing purposes, consistent with the Site Standards
and Conditions (attached to this Lease as Exhibit D). Lessee shall not use the Site for any other
purpose without the prior written consent of the City. The City may use said Premises for any use
not inconsistent with, and which does not interfere with Lessee's use.
B. The City gives to SERS the right to use those common areas designated the City as
such on Exhibit A,provided that SERS, at all times, conforms to the Site Standards and Conditions,
attached to this Lease as Exhibit D, pertaining to such common areas. The City shall retain
exclusive control and management of all common areas.
C. At all times, SERS shall exercise its rights under this Lease so as not to interfere
with, damage, disrupt, obstruct or endanger the City's existing or future operations or facilities at
the Site.
5.General Terms and Conditions:Attached hereto as Exhibit C and incorporated
herein by reference are the General Terms and Conditions. The General Terms and Conditions
shall constitute terms of this Lease in addition to those stated herein.In the event of a conflict or
inconsistency between the terms of this Lease herein and the General Terms and Conditions,the
terms of this Lease, as included herein, shall control.
6.Entire Agreement -Amendments:This Lease, together with the attached General
Terms and Conditions and any and all exhibits attached hereto, shall constitute the whole
agreement between the parties. There are no terms, obligations, covenants or conditions other than
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those contained herein. No modification or amendment of this Lease shall be valid or effective
unless evidenced by an agreement in writing signed by both parties.
7. Notices:Required notices,except legal notices, shall be given in writing to the
following respective addresses,effective as ofthe post-mark time and date, or to such other place as
may hereafter be designated by either party in writing:
If to LESSOR,to:
Ifto SERS,to:
The"Chlef"'lidm'inistrative officer
City of Marysville
4822 Grove Street
Marysville, WA 98270
Snohomish County Emergency Radio System
Attn: SERS Manager
1121 SE Everett Mall Way, Suite 210
Everett, WA 98208-2832
8.Compliance with-all Laws and Regulations:SERS's use of the Premises shall be
contingent upon its obtaining all certificates, permits, zoning and other approvals which may be
required by any federal, state or local authority. SERS shall erect, install,maintain and operate its
Antenna Facilities in compliance with Site Standards and Conditions, permits and approvals, laws
and regulations, now in effect or which may become effective hereafter by any federal, state or local
authority including, but not limited to, all laws and regulations relating to non-ionizing
electromagnetic radiation (NIER), radio frequency emissions, other radiation, health and safety in
connection with the use of the Antenna Facilities and Premises.
9.
reference:
A.
B.
C.
D.
E.
Exhibits:The following exhibits are attached hereto and incorporated herein by
Area Map and Site Plans;
Equipmentand Structures List;
General Terms and Conditions;
Site Standards,Conditions and Interference Mitigation Requirements;and
City of Marysville Reserved Space
10.Severability:The unenforceability, invalidity or illegality of any provision of this
Lease shall not render the other provisions unenforceable, invalid or void, and such other provisions
shall continue in full force and effect.
IN WITNESS WHEREOF,the Lessor and Lessee have executed this lease on the dates
specified below.
SERS:
Snohomish County Emergency
LESSOR:
The City of Marysville
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By:_~£!!l),!lL-~~~_(l;J Wud
David Weiser, Mayor
Attest:~/~
Date:if &btJ/\'l-\-z...t lOI
By:~±~k~=~-
Date:_--=...::.....:._~:::....:~_
APPROVED AS TO FORM ONLY:
Date:_-=-I1.....=.I1-l \0 (
By:/J~eC tv'~
.,CityAttorney
Date:t /-2 8 -C>,
STATE OF WASHINGTON )
) ss
COUNTY OF SNOHOMISH)
I certify that David Weiser signed this instrument, on oath stated that he was authorized as
Mayor to execute the instrument and acknowledged it on behalf of the City of Marysville,
Washington, to be the free and voluntary act of said municipal corporation for the uses and
purposes mentioned in the instrument..
Date:11/2.1010/,
otary Pu ic
State of Washington
LILLIE LEIN·
MY COMMISSION EXPIRES
Jul 1,2005
NOTARY PUBLIC
L.,'///e ce:n
(printed name)
in and for the State of Washington residing at
~~.. My appointment expires
STATE OF WASHINGTON )
) ss
COUNTY OF )
I certifythat Gary Haakenson signed this instrument, on oath stated that s/he was authorized
by the Governing Board of the Snohomish County Emergency Radio System, as its Vice-President,
F:\lCommon\Site Stuff\Site-Marysville Tank\Leases and MOUs\DOCSI-307596-SERS M-ville
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to execute the instrument and acknowledged it as to be the free and voluntary act of said interlocal
non-profit corporation for the uses and purposes mentioned in the instrument.
Date:_
NOTARY PUBLIC
(printed name)
in and for the State.of Washington residing at
My appointment expires _
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EXHmITA
A-I:LEGAL DESCRIPTION
The legal description for the overall City of Marysville property is as follows:
TAX PARCEL #:00300525003024
EAST 400 FEET OF THAT PORTION OF THE NORTH HALF OF THE SOUTHEAST
QUARTER OF THE SOUTHWEST QUARTER OF SECTION 25,TOWNSHIP 30
NORTH,RANGE 5 EAST,W.M.LYING WEST OF THE SECONDARY STATE
HIGHWAY I-A,EXCEPT THAT PORTION OF THE AFORE DESCRIBED PARCEL
LYING NORTHERLY OF A LINE DESCRIBED AS FOLLOWS:BEGINNING AT A
POINT OPPOSITE HIGHWAY ENGINEER'S STATION (HEREINAFTER REFERRED
TO AS H.E.S), 198+50AND 110 FEET SOUTHERLY WHEN MEASURED AT RIGHT
ANGLES FROM THE CENTERLINE OF SR 528,JUNCTION SR 5 IN MARYSVILLE
TO JCT SR 9;THENCE EASTERLY IN A STRAIGHT LINE TO A POINT OPPOSITE
H.E.S. 207+00;THENCE SOUTHEASTERLY IN A STRAIGHT LINE TO A POINT
OPPOSITE H.E.S. 450+50 ON THE CENTERLINE OF SR 9,LAKE STEVENS TO
ARLINGTON,AND 75 FEET WESTERLY THEREFROM AND THE END OF THIS
LINE DESCRIPTION,SUBJECT TO AND TOGETHER WITH EASEMENTS,
RESERVATIONS,AND RESTRICTIONS FOUND UNDER AUDITOR'S FILE
NUMBERS 1189397,2330311 AND8112010095,RECORDS OF SNOHOMISH COUNTY,
WASHINGTON.
The legal description of the SERS lease area is as follows:
The SERS lease area is approximately 91' in length,running north and south,with its
southeast most corner located 140' from the east property line.The SERS lease area is 48'
in width,running east and west with its sontheast corner located 63'from the southern
property line. The area described totals approximately 4368 square feet. Sheet S-1
graphically illustrates the location of the lease area relative to the identified property
boundaries.
A-2: AREA MAPS ANDSITE PLANS
The attached sheets labeled S-l,S-2 and S-3 are included to provide graphic illustration of the
lease area and site design.
F:\ICommon\Site Stuff\Site-Marysville Tank\Leases and MOUs\Marysville Tank Lease
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ENGINEERING
CONSULTANTS. INC.
5105 200TH ST. SW.SlJIJE 200
LYNNWOOD,WA.98036-6397
lB..:{425)1I13-f5OO FAX:(425}B73-269lI
www.lo-t-engTl'IHrinIjr.CCllll
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LEGAL DESCRIPTION
TAX PARCEL #:D030D525003024
EAST ~OO FEET OFnwr PORTION OFTHENOfml HI\lF OFTHESOU'THEAST Ql1AIUER OflliESOl.JTHWEST
QUARTER OFsecrros 25,TOWNSHIP 30 NOFm-l,RANGE 5 EAST,W.M.lVING WESr Ofl1iESECONlWlY STATE
HIGHWAY loA,EKCEF'r AlLTHAT PORTION QFTliE AFORE OESCRIBED PARC:E..LYlNG NOlmlERtY OFAUNE
DESCRIBED AS FOLlDWS:f1EGlNNING ATA POINT OPPOSITE HIGHWAY ENGINEER'S STATION (HEREINAFTER
REfERRfO to ASH.E.S.),198+50ANDltD FEET SOUTHERLY WHEN MEAStJRED ATRlGHT ANGlES FROM THE
CENTERUNE OF5R.528,JCT.5R.5IN MARYSVIU.E TO Jet SR0;THENCE EASTERLY IN ASTRAIGHT UNe10 A
POINToPPOSITE H.e.5.201+50AND50seer SOUTHERLY THEREfROM;TliENCE EASTBlLYIN ASTRAIGHT UNe
TOA POINT OPPOSITE ues,207+O11:mENCESOUTHFASTElU.Y INASTRAIGHT UNETOAPOINT 0l'P0SJTE
H.e.5.450+50ONTHECENTERUNe OF5R.9.lAKE STEVENS TO ARUNGTOI't AND75seer WESJERLYl1iEREFROM
AND THEEND OFTHISUNEDESCRIPTION,SUBJECT TOAND TOGETHER WITH EASEMENTS,IlfSl:RVATlONS,AND
RESTRIcnOItS FOUND UNDER AUorrOR'SFILE NUMBERS 1189397,2330311AND 8112010095,RECORDS Of
SNOHOMISH COUNTY,WASHINGTON.
Nore:
NOCRIllCALAAfAS
MARYSVILLE TANKS
STATE ROUTE 528 @
HWY9
lAND USEPERMIT &,
BWLDING PERMIT SUBMmAL
o 8/1S/D1 -ISSUED 1TJRREYIfW
No.Dote BY RfJllision
GENERAL LOCATION
MAP
Exhibit A-2
5''''N.,5-1 r
Pro Oed No.:OQ077.02
Drown :ST£\I£N J.ROSE
S-2r
MARYSVILLE TANKS
I EXPIRES '11 8/200.l I
STATE ROUTE 528 @
HWY9
ENGINEERING
CONSULTANTS.INC.
TEe
SITE PLAN
I (J\/\/I I 1
5105 200lH ST. SW.SUITE 200
LYNNWOOD.WA.95036-6397
la:{425)873-4500 FAX:(425)m-2696
....te ••-etI91nHt"Ift9.c:om
Pro'e'"No.:00071.02
II'n •5rE\lfN J.ROSE
Dal,,:_'3 00 ChKked:S.D.
Seallt:I" -10'
Sheet No.:
/J B/I.J/OI -ISSUED fDR RO'I(IIl'
Nc>.~Bi Rev/sion
Exhibit A-2
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50'NATIVE VEGETATION
RETENTION AREA.
------------
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(2)AlDERS:
1.B"CAUPER,30'TAlL
2.10'CALIPER,4O'TAU.
EXIsnNGTREES IN PROPOSED LEASED AREA TO
BEREMOVED:
(2)DOUGlAS FIRS:
1.30'CAUPER,7r1TAU.
Z.IS"CALIPER,40'TAU.
(2)BIG LEAF MAPlES:
1S"-20'CALIPER,40'TALL
REMAINING EXISTING VEGETATION SALAL.
WESTERN HAZElNUT,BlAO<BERRY VINES AND
GRASSES WIll BEREMOVED TO CONSTRUcr THE
SITE.
~EXISTING
WATER -::::>
TANK ---.
•
5105 2OO11i ST.SN.SUITE 200
LYNNWOOD,W~98OJa-6J97
1'EC(425)1i7J-4SOO FAlC:(425}61J-2696
***.I -engTnnrinQ.com
ELEV.2BO'
ElEV.260'
ElEV.280'-0"__];E~LEV:L.~28~O[·....qldtvlc...---------''''''-''''''-
ElEV.2~..J'--BEL;j;EVY,.-!2!!!8Q:O.-;;;-j••
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ELEV.240'
ELEV.240'
PROPOSED 280'-O~
SELF-SUPPORTING TOWER
(SEE SHEET $-4 FOR
ANTENNA INFORIMTlON)
ElEV.190·
ELEV.170'
ELEV.165'
ELEV.155'
ELEV,145'
FOUNDATION PIER
(TYP.)
ELEV.240'
ELEV.220'
ELEV•.195'
ELEV.lBO'
ElEY. 175'
aD !8'!bll +
TQ 81 QG fQ!JN_,:r:~tl$
PROPOSED 6'HIGH
CHAIN-UNK w/V1l'ffl SLATS
ok J STRA!IlD BARBED WIRE
MARYSVILLE TANKS
STATE ROUTE 528 @
HWY9
lANDUSEPERMIT Ii
BUILDING PERMIT SUBMmAL
o 8/U/Ol -ISSUED RlR R£Vt£W
No.~BY Revision
ELEVATION
Exhibit A-2
,
1 SOUTH REVATIoN
S~3 SCALE:ir&"=1'-O~S""No S-3r
*DATUM ELEVATION IS +O'~O"AT BASE OF TOWER.
TRUE ELEVATION AT BASE OFTOWER IS 466.5'.
Pro'~t No.:00077.02
Dmllfn •S~J.ROSE
Dote:11 13-00 Cheek<!d:S.D.
Scale:1/16"...1'0-
EXIllBITB
EQUIPMENT AND STRUCTURES LIST
Lessee will install a pre-fabricated concrete building and 280'free-standing lattice tower.
A generator and fuel tank will be added to provide emergency power in the event of a loss of
commercial power.Exhibit A-2,drawings S-2 and S-3 provide a plan and elevation drawing that
illustrate the site plan with external improvements noted.
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EXIllBITC
GENERAL TERMS AND CONDITIONS
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Lease #:
Site Name:Marysville Tank
GENERAL TERMS AND CONDITIONS
1.License,Fees and Taxes:Lessee shall pay, as they become due and payable, all
applicable taxes and all fees, charges and expenses for licenses and/or permits required for or
occasioned by Lessee's use of the Premises.
2.Late Payments:
A.Late Charges. If any rent or additional rent is not received by Lessor from Lessee
by the tenth (lOth)day of the month, Lessee shall immediately pay Lessor a late charge equal to
five percent (5%)of the amount of such rent. Should Lessee pay the late charge but fail to pay
contemporaneously therewith all unpaid amounts of rent or additional rent,Lessor's acceptance
of this late charge shall not constitute a waiver of Lessee's default with respect to Lessor's
nonpayment nor prevent Lessor from exercising all other rights and remedies available to Lessor
under this Lease or under law.
B. Interest.In addition to all other charges, Lessee shall pay to Lessor interest at a
rate of one percent (I %)per month or the maximum legal rate of interest,whichever is less, on
any delinquent rent or additional rent not received by Lessor by the tenth (lOlb)day of the month
that it is due.
3.Lease Improvements:
A. Rights and Ownership. Lessee shall have the right to install, maintain, repair and/or
disconnect the Communication Facilities on the Premises, at its expense and in accordance with
good engineering practices, all applicable laws and rules and the terms of this Lease. The
Communication Facilities shall remain the property of Lessee during the term of the Lease and any
extension. Lessee may not remove all or a portion of the same from time to time without Lessor's
written consent. Upon final termination of the Lease, any Communication Facilities remaining on
the Premises shall at Lessor's option, become the property of the Lessor without compensation to
Lessee. Lessor retains the right to require removal of the Communication Facilities pursuant to
Section 19(Surrender of Premises)ofthese GeneralTerms and Conditions.
B.Plans and Drawings. Lessee's installation of all Communication Facilities shall be
done accordingto plans approved bythe Lessor in advance of said installation. However,Lessor's
approval of such plans shall not constitute a warranty of such plans or the assumption of any
liabilityfor such plans by Lessor. Within sixty (60) days after the commencement of this Lease and
following construction of the proposed facilities, Lessee shall provide Lessor as-built drawings of
the Communication Facilities, which show the actual location of all structures, equipment and
improvements consistent with the plans approved by Lessor. Such drawings shall be accompanied
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by a complete and detailed inventory of all structures, equipment, personal property and
CommunicationFacilities.
C. Repair of Damage. Any damage done to the Premises or other of Lessor'sproperty
or to other tenants' premises, equipment or property during installation, operation, maintenance,
repair and/or disconnection of Lessee's Communication Facilities shall be repaired or replaced
withinthirty(30) daysat Lessee'sexpenseandto Lessor'ssole satisfaction.
D. Co-location. It is anticipated that Lessee shall design and construct a lattice-type
antenna tower of approximately 280 feet or as permitted by Snohomish County. Said antenna
facilities will be constructed so as to allow govemmental (including, but not limited to, Lessor),
commercial and non-commercial entities to co-locate on Lessee's tower structure and ancillary
facilities on terms as established by City of Marysville. Any sublease by the City to a co-locator
shall not interfere with the rights of SERS as established in the Communications Site Lease
between the parties and these General Terms and Conditions. Lessee shall reasonably cooperate
with each new tenant or subtenant who locates and places antenna facilities on the tower or other
property or other ancillary support facility.
E. Siting Fee.It is anticipated that the tower facility will be able to accommodate at
least four cellular antenna co-locators and four pager or other similar type co-locators. Lessee
shall be entitled to a siting fee to be paid by any co-locator approved by Lessor. The siting fee
shall be to reimburse Lessee for the incremental cost of its communication facilities which enable
co-locating users to locate their equipment on Lessee's tower and ancillary facilities. The
incremental cost of Lessee to construct the facilities to allow for co-location is agreed to be
$100,000. For each co-locator approved by the City, Lessee shall be entitled to a co-location fee
not to exceed one-eighth (1/8th)of $100,000 ($12,500). All other rent, fees or charges of any
nature resulting from the lease of the premises or sublease ofthe communications facilities to any
co-locator and all other co-location fees shall belong to Lessor. Co-locators will be required to
share the cost of utilities such as tower lighting and tower and compound maintenance. Access
to SERS facilities on the premises will be controlled by SERS.In recognition of the critical
nature of the SERS installation, all co-locators shall meet the same standards established for
Lessee in Exhibit D, and SERS will have the responsibility for acting as the site technical
manager. Co-locators will be required to provide engineering analysis for both structural and
radio frequency (RF) effects caused by co-located equipment and facilities. Reserved facility
space will be provided to the City of Marysville for present or future communications needs.
This reserved space is defined in Exhibit E, City of Marysville Reserved Space. In the event the
Lessee's facility is permitted by Snohomish County to allow for fewer or greater numbers of co-
locators, based upon sound engineering analysis, the siting fee formula provided herein shall be
amended consistent therewith.
F. ReplacementFacilities. Lesseemay update or replacethe CommunicationFacilities
from time to time with the prior written approval of Lessor,provided that the replacementfacilities
do not conflict with any lease or sublease with co-locators and are not greater in number or size
than the existing facilities and that any change in their location is approved in advance and in
writing by Lessor.Lessor's approval of such updated or replaced Communication Facilities,
however,shall notconstitute a warranty of such CommunicationFacilitiesor the assumption of any
liability for such Communication Facilities by Lessor. Lessee shall submit to Lessor a detailed
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proposalforanysuchreplacementfacilitiesand anysupplementalmaterialsas maybe requestedfor
Lessor'sevaluationand approval.
4. Utilities: Lessee shall payor cause to be paid, when due, its proportionate share of all
costs, expenses, fees, services and charges of all kinds for its own heat, light, water, gas, sewer,
power, emergencypower, telephone or other utilities or services used, rendered or supplied to the
Premises during the term of this Lease or any extension or hold-over so that the same shall not
become a lien against the Premises. Meters or submeters may be required by Lessor to be
installed at the sole cost and expense of Lessee. Any installation and/or improvement of utilities
including, but not limited to, utility connections, any form of emergency or alternate power
system and/or anyroute of such utilities installation to service the Premises shall be approved, in
advance and in writing, by Lessor, and any such utility improvementsand/or connections shall be
completed at the sole cost and expense of Lessee.If an approved emergency power generator or
alternate power system is installed on the Premises by Lessee, it shall conform to all fire
prevention regulations of the fire district and any other governmental agency with jurisdiction.
Lessor shall not be liable for any interruption of utility services or failure of emergency power or
anydamagesor other losses resulting from suchinterruption or failure.
5. Signs: No advertising shall be permitted on the Premises except as required by law or
regulation,Lesseemay post its name, address and an emergency telephone number on a painted
sign, providedthe design, size and locationmeets applicablecityand county sign code regulations
andisapprovedinwritingin advancebyLessor.
6.Maintenance:
A.Duties. Lessee shall, at its own expense, maintain the Premises and all
Communication Facilities in good working order, condition and repair and in accordance with
accepted industry standards of structures, technology and equipment. Lessee shall keep the
Premises free of graffiti, debris and anything of a dangerous or toxic nature or which would
create an unsafe or unsanitary condition or undue vibration, heat, noise or interference. To the
extent there are co-located antenna facilities and other lessees using the Premises, the general
maintenance and repair expenses shall be pro-rated between the lessees. A lessee shall be solely
responsiblefor repairs necessitatedby onlythat lessee.
B. Failure to Maintain. If, after thirty (30) days' written notice from Lessor, Lessee
fails perform its responsibility to maintain or repair any part of the Premises or Communication
Facilities, Lessor may, but shall not be obligated to, enter upon the Premises and perform such
maintenance or repair, and Lessee agrees to pay the costs thereof to Lessor upon receipt of a
written demand. Any unpaid sums under this paragraph shall be payable no later than ten (10)
daysfollowingwritten demand.
7.Interference:
A.General Dutv,Lessee's installation, operation, maintenance, repair and/or
disconnection of its CommunicationFacilities shall be in accordance with the Site Standardsand
Conditions,attachedto this Leaseas Exhibit D,and shall not damageor interferein anyway,with
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Lessor'suse of its property or related repair and maintenance or such activities of other tenants (see
ExhibitD).
B. Interference by Lessee. Any interference caused by Lessee or by other tenants or
communicationproviders affecting Lesseeshall not result in liabilityto Lessor.
C. Interferencewith Lessee. Subjectto ParagraphsA and B of this Section 7, Lessee
shall provide Lessor with written notice if unreasonable interference with the quality of the
communications service rendered by Lessee occurs. If such interference is not cured or mitigated
by the offending third-party communication provider(s) at no expense to the Lessee or Lessor
within six (6) hours of receipt of such notice, Lessor shall make reasonable efforts to cause such
other provider(s) to immediately cease use of its facilities, or portion thereof, causing such
interference until such time as the interference is cured. Lessee shall have standing and Lessor
consents to Lessee initiating legal action,if necessary, to enforce Lessee's rights for non-
interference from subsequent co-locators. Lessor's failure to cause other providers to cease use of
its facilities shallnot be considered a breach ofthis agreementby Lessor.
D. Interference with Lessor. Neither Lessee nor any Co-locator or third party shall use
the site in any manner that interfereswith Lessor's municipal operationson the site,including, but
not limitedto its operation of a water storage tank and all equipment and appurtenances relating
thereto. Lessor reserves the right to use the entirepremises for anymunicipal purpose not
inconsistentwith Lessee's use and Lessee agreesto unrestricted access by Lessor to Lessor's
equipment and facilities.
E.Lessor's Reservation of Rights.Lessor, at all times during this Lease, reserves the
right to take any action it deems necessary, in its sole discretion, to repair, maintain, alter or
improve its property and to use the premises for all municipal purposes not inconsistent with
Lessee's uses.
8.Assignment or Sublease:
A. General Prohibition - Consent Required. Lessee shall not assign or transfer this
Lease or any interest or rights therein, nor delegate its duties under this Lease, nor sublease the
whole or any part of the Premises, nor grant an option for assignment, delegation, transfer or
subleasefor the whole or any part of the Premises, nor shallthis Lease or any interest thereunder be
assignable, delegable or transferable by operation of law, or by any process or proceeding of any
court or otherwise without obtainingthe prior written consent of Lessor.If Lessor gives its consent
to any assignment, delegation, sublease or other transfer, this paragraph shall nevertheless
continue in full force and effect, and no further assigmnent, delegation, sublease or other transfer
shall be made without Lessor's consent.
B.Notice by Lessee -Production of Records.If Lessee desires to assign, delegate,
sublease or transfer, or grant an option for assignment, delegation, sublease or transfer for, the
whole or part of the Premises, or any portion of this Lease or any interest therein, Lessee shall
notify Lessor in writing of said desire to assign, delegate, sublease, transfer or to grant an option
and the details of the proposed agreement at least ninety (90) days prior to the proposed date of
assignment, delegation, sublease, transfer or grant to a third party. The notification shall include,
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but not be limited to,the proposed date of the assignment,delegation,sublease,transfer or grant, a
description of the expected terms ofthe assignment,delegation or sublease or other transfer or grant
and a full disclosure of any and all payments and any and all other consideration of any kind to be
received by Lessee.Upon request by Lessor,Lessee shall provide:
i. a fmancial statement of the proposed assignee,delegatee,sublessee,transferee or
grantee;
ii. a copy of the assignment,delegation,sublease or other transfer or grant document;
lll.an affidavit from the proposed'assignee,delegatee,sublessee,transferee or grantee
stating it has examined this Lease, has had the opportunity to consult with legal counsel regarding
the terms of the Lease and understands all such terms and conditions,agrees to assume and be
bound by all of the Lessee's obligations and covenants under this Lease as if it were the original
Lessee hereunder;and
iv. any other documents or information requested by Lessor related to the assignment,
delegation,sublease or other transfer or grant.
C.Approval by Lessor -- Fees.Lessor shall review the request and respond with either
an approval or disapproval of the request not later than thirty (30) days prior to the proposed date
of assignment,delegation,sublease,transfer or grant.Disapproval of any such request shall be fmal
and binding on the Lessee and not subject to appeal,arbitration,or litigation.Lessor shall charge to
Lessee a reasonable fee for administrative costs for the review and processing of any assignment,
delegation,sublease or other transfer or grant.
D.Included Property."Included Property"shall mean the leasehold improvements
added by the Lessee and any non-removable fixtures purchased by the Lessee attached thereto that
are transferred to the assignee or sublessee as part of the assignment,sublease or other transfer.The
value of the included property shall be documented by appropriate appraisals,financial statements
or other business records prepared by an independent and qualified source.
10.Condition of Premises:
11.Indemnity and Hold Harmless:
A.Lessee's Obligations.Pertaining to the Premises,Lessee's Use of Premises,this
leasehold interest and the Communication Facilities,Lessee shall indemnify and hold harmless the
Lessor,its officers,elected officials,employees and volunteers from and against any and all
claims,suits,actions,or liabilities for injury or death of any person,or for loss or damage to
property,which arises out of Lessee's use of Premises,construction and installation of equipment
or facilities,or from the conduct of Lessee's operations in or about the Premises,except only
such injury or damage as shall have been occasioned by the sole negligence of the Lessor.The
Lessee's obligations under this Section 11 shall include,but are not limited to:
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i. Defense and indemnification from such claims, whether or not they arise from
Lessee's sole negligence, the concurrent negligence of both parties or the negligence or intentional
acts of one or more third parties;
ii. Defense and indemnification from any claim arising from Lessor's authorization or
approval ofthis Lease or the existence or operation ofthe Communication Facilities or Lessee's Use
of Premises or any emissions therefrom, except to the extent that said claim arises from the
installation and operation of equipment placed on the Premises by Lessor;
111.The duty to promptly accept tender of defense and provide defense to Lessor at
Lessee's own expense;
iv. Defense and indemnification from claims made by Lessee's own employees or
agents; and
v. Waiver of Lessee's inununity, as respects the Lessor only, under the Industrial
Insurance Provisions of RCW Title 51, but only for the sole purpose and only to the extent
necessary to indemnify Lessor, which waiver has been mutually negotiated by the parties.
B.Attorney's Fees and Expenses. In the event it is necessary for Lessor to incur
attorneys' fees, legal expenses or other costs to enforce the provisions of this Lease, all such fees,
expenses and costs shall be recoverable from the Lessee.
C.StatutOry Limitations. In the event it is determined that RCW 4.24.115 applies to
this Lease, Lessee agrees to defend, hold harmless and indemnify Lessor to the maximum extent
permitted thereunder. In such event, Lessee agrees to defend, indemnify and hold harmless Lessor
for claims by Lessee's employees and agrees to waiver of its immunity under RCW Title 51 for the
purpose of indemnity only, which waiver has been mutually negotiated by the parties.
D.Construction Defects. Lessor shall not be liable to Lessee for claims or damages
arising from any latent defect in the construction or in the present condition of the Premises,
including, but not limited to Lessor's existing or future water storage tank and appurtenances, or
Lessor's property, or for damage by storm, rain or leakage or any other natural occurrence.
12. Insurance:
A.The Lessee shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in
connection with the Lessee's operation and use of the leased Premises.
B. Lessee shall,as a minimum,obtain insurance of the types described below:
I.Commercial General Liability insurance shall be written on Insurance Services
Office (ISO)occurrence form CG 00 01 and shall cover premises and contractual liability. The
City shall be named as an insured on Lessee's Commercial General Liability insurance policy
using ISO Additional Insured-Managers or Lessors of Premises Form CG 20 II or a substitute
endorsement providing equivalent coverage.
2.Property insurance shall be written on an all risk basis.
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C. Lessee shall maintain at least the following insurance limits:
1.Commercial General Liability insurance shall be written with limits no less
than $5,000,000 each occurrence,$5,000,000 general aggregate.
2.Property insurance shall be written covering the full value of Lessee's
property and improvements with no coinsurance provisions.
D. The insurance policies are to contain,or be endorsed to contain,the following
provisions for Commercial General Liability insurance:
1.The Lessee's insurance coverage shall be primary insurance as respect the City.
Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of
the Lessee's insurance and shall not contribute with it.
2. The Lessee's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30)days prior written notice by certified mail, return
receipt requested, has been given to the City.
E.Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A:VII.
F.Verification of Coverage. Lessee shall furnish the City with original certificates
and a copy of the amendatory endorsements,evidencing the insurance requirements of the
Lessee.
G. Waiver of Subrogation.Lessee and Lessor hereby release and discharge each
other from all claims,losses and liabilities arising from or caused by any hazard covered by
property insurance on or in connection with the premises or said building.This release shall
apply only to the extent that such claim, loss or liability is covered by insurance.
H.Lessor's Property Insurance. Lessor shall purchase and maintain during the term
of the lease all-risk property insurance covering the property owned by Lessor for its full
replacement value without any coinsurance provisions.
I.Deductibles and Self-insured Retentions. Any deductibles or self-insured retentions
shall be declared to the Lessor and shall not exceed $10,000.
J.Change in Coverage. Coverage shall not be suspended, voided, canceled, reduced
in coverage or in limits without Lessor's written consent and until after thirty (30)days' prior
written notice has been given to Lessor.
13. Hazardous Materials and Environmental Compliance:
A. Definitions. "Hazardous Materials" as used in this Lease shall mean:
i. Any toxic substances or waste, sewage,petroleum products, radioactive substances,
heavy metals, medical,corrosive,noxious, acidic, bacteriological or disease-producing substances;
or
II.Any dangerous waste or hazardous waste as defined in:
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a. Washington Hazardous Waste Management Act as now existing or hereafter
amended (RCW Ch. 70.105); or
b. Resource Conservation and Recovery Act as now existing or hereafter
amended (42 U.S.C. Sec. 6901 et seq.); or
iii. Any hazardous substanceas defined in:
a. Comprehensive Environmental Response, Compensation and Liability Act
as now existing or hereafter amended (42 U.S.C. Sec. 9601 et seq.);or
b. Washington Model Toxics Control Act as now existing or hereafter
amended(RCW Ch. 70.105D); or
iv. Any pollutants, contaminants or substances posing a danger or threat to public
health, safety or welfare or to the environment, which are regulated or controlled as such by any
applicablefederal, state or local laws or regulations as now existing or hereafter amended.
B. Environmental Compliance.
i.In its use and occupancy of the Premises, the Lessee shall, at the Lessee's own
expense, comply with all federal, state and local laws and regulations now or hereafter in effect
related to Hazardous Materials and the environment which are applicable to the Premises,Lessee's
business or any activity or condition on or about the Premises ("the Environmental Laws"). The
Lessee warrants that its business and all its activities to be conducted or performed in, on or about
the Premises shall comply with all of the Environmental Laws. The lessee agreesto change, reduce
or stop any non-complying activity or install necessary equipment, safety devices, pollution control
systems or other installations as may be necessary at any time during the term of this Lease to
complywith the Environmental Laws.
ii. The Lessee shall not, without first obtaining the Lessor's prior written approval,use,
generate, release, handle; spill, store, treat, deposit, transport, sell or dispose of any Hazardous
Materialsin, on or about the Premises.In the event, and only in the event, that the Lessor approves
any of the foregoing, the Lessee agrees that such activity shall occur safely and in compliance with
the Environmental Laws.
iii. The Lessee shall not cause or permit to occur any violation of the Environmental
Laws on, under or about the Premises, or arising from the Lessee's use or occupancy of the
Premises.
iv. The Lessee shall, in a timely manner and at the Lessee's own expense, make all
submissions to, provide all information required by and comply with all requirements of all
governmental or regulatory authorities ("the Authorities" or"Authority") with jurisdiction underthe
Environmental Laws.If the Lessee fails to fulfill any duty imposed under this Section 13 within a
reasonabletime, the Lessor may do so; and in such case, the Lessee shall cooperate with the Lessor
in order to prepare all documents the Lessor deems necessary or appropriate to determine the
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applicabilityof the Environmental Laws to the Premises and the Lessee's use or occupancythereof,
and for compliance with the EnvironmentalLaws, and the Lessee shall pay all expenses incurred by
Lessoror its agents and Lessee shall execute all documentspromptly upon the Lessor's request. No
such action by the Lessor and no attempt made by the Lessor to mitigate damages shall constitute a
waiver of any of the Lessee's obligations underthis Section 13.
v. Should any Authority demand that a cleanup or remediation plan be prepared and
that a cleanup or remediation be undertaken because of any deposit, spill, discharge or other release
of Hazardous Materials which occurs during the term of this Lease at or from the Premises, or
which arises at any time from the Lessee's use or occupancy of the Premises, then the Lessee shall,
in a timely manner and at the Lessee's own expense, prepare and submit the required plans and all
related bonds and other financial assurances; and the Lessee shall carry out all such cleanup or
remediation plans at its own expense. Any such cleanup or remediation plans are subject to the
Lessor's prior written approval. Although the Lessor reserves the right to review and approve such
cleanup or remediation plans, the Lessor assumes no responsibility for such plans or their
compliancewith the Environmental Laws.
C. Indemnification.
i. The Lessee shall be fully and completely liable to the Lessor for any and all cleanup
and/orremediation costs and expenses and any and all other charges, expenses, fees,penalties (civil
and criminal) imposed by any Authority arising out of the Lessee's use, disposal, transportation,
generation, release, handling, spillage, storage, treatment, deposit and/or sale of Hazardous
Materials on or about the Premises. The Lessee shall indemnify, defend and save the Lessor
harmless from any and all of the costs, expenses, fees, penalties and charges assessed against or
imposed upon the Lessor (as well as the Lessor's reasonable attorney's fees, costs and expenses) by
any Authority as a result of the Lessee's use, disposal, transportation, generation, release, handling,
spillage, storage,treatment, deposit and/or sale of Hazardous Materials or as a result of the Lessee's
failure to provide all information, make all submissions and/or take all steps required by all
Authoritiesunder the Environmental Laws.
ii. The Lessee shall indemnify and hold the Lessor harmless from any and all claims,
liabilities, lawsuits, damages and expenses, including reasonable attorney's fees, for injuries to
persons or death, property damage, loss or costs proximately caused by the use, disposal,
transportation, generation, release, handling, spillage, storage, treatment, deposit and/or sale of
Hazardous Materials by the Lessee or any of its agents, representatives or employees on or about
the Premises.
D. Reporting Requirements. The Lessee shall comply with the Environmental Laws
requiring the submission, reporting or filing of information concerning Hazardous Materials with
the Authorities and shall provide to the Lessora full copy of anysuch submission, filingor report as
submittedwithin fifteen (15) days of such submission.
E. Right to Check on the Lessee's Environmental Compliance. The Lessor expressly
reserves the right to conduct, and the Lessee shall fully cooperate in allowing, from time to time,
such examinations, tests, inspections and reviews of the Premises as the Lessor, in its sole and
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absolute discretion,shall determine to be advisable in order to evaluate any potential environmental
problems.
F. Remedies. Upon a material default by the Lessee under this Section 13, the Lessor
shall be entitled to the following rights and remedies in addition to any other rights and remedies
that may be availableto the Lessor:
.i,At the Lessor's option, to terminate this Lease if Lessee fails to cure the default
upon reasonable notice under the circumstances;and/or
ii. At the Lessor's option, to perform such response, remediation and/or cleanup as is
required to bring the Premises and any other property owned by Lessor affected by the Lessee's
default into compliance with the Environmental Laws and to recover from the Lessee all of the
Lessor's costs and expenses in connectiontherewith; and/or
iii. To recover from the Lessee any and all damages associated with the default
including, but not limited to, response,remediation and cleanup costs, expenses and charges, civil
and criminal penalties and fees, adverse impacts on marketing the Premises or any other property
owned by Lessor, loss of business and sales by Lessor and other of Lessor's lessees, diminution of
value of the Premises and/or other property owned by Lessor, the loss of or restriction of useful
space in or on the Premises and/or other property owned by Lessor, and any and all damages and
claimsasserted bythird parties andthe Lessor's attorney's fees, costs and expenses.
G. Remediation on Termination of Lease.
i. Upon the expiration or earlier termination of this Lease, the Lessee shall
remove, remediate or clean up any Hazardous Materials on, or emanating from, the Premises, and
the Lessee shall undertake whatever other action may be necessary to bring the Premises into full
compliance with the Environmental Laws ("Termination Cleanup"). The process for such
Termination Cleanup is subject to the Lessor's prior written approval. Although the Lessor
reserves the right to review and approve the Termination Cleanup process, the Lessor assumes no
responsibilityfor it or its compliance with the Environmental Laws.
ii.Ifthe Lessee fails or refuses to commence the Termination Cleanup process,
or fails to reasonably proceed toward completion of such process, the Lessor may elect to perform
such Termination Cleanup after providing the Lessee with written notice of the Lessor's intent to
commence Termination Cleanup and after providing the Lessee a reasonable opportunity, which
shall not be less than ninety (90) days after such notice (unless the Lessor is given notice by a
governmentor regulatoryagency with jurisdiction over such matter that Termination Cleanup must
commencewithin a shorter time), to commence or resume the Termination Cleanup process. If the
Lessor performs such Termination Cleanup after said notice and the Lessee's failure to perform
same,the Lesseeshall pay all ofthe Lessor's costs and expenses.
H. Survival. The Lessee's obligations and liabilities under this Section 13shall survive
the expirationor earliertermination ofthis Lease.
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14.~:Lessee acknowledges that Lessor may not,and shall not, be subject to claims or
liens for labor or materials and shall keep the Premises and any other property of Lessor free of any
liens for any providers of work, labor,material or services claiming by,through or under lessee.
Lessee shall indemnify,defend and hold Lessor harmless from and against any such claims or liens,
and Lessor's attorney's fees and costs incurred in connection therewith.If such a lien is filed, it
shall be discharged of record by Lessee within ten (10) days after notice of filing by bonding,
payment or other arrangement satisfactory to Lessor.
15.Non-Discrimination:Lessor and Lessee shall not discriminate on the basis of race, color,
sex,religion,nationality,creed,age or the presence of any sensory,mental or physical disability
in the employment or application for employment or in the administration or delivery of services
or any other benefits associated with this Lease.These laws include,but are not limited to,
Chapter 49.60 of the Revised Code of Washington and Titles VI and VII of the Civil Rights Act
of 1964.
16.Condemnation:
A. Notice.Lessor and Lessee shall immediately notify the other in writing of the
receipt of notice of any proceedings with respect to a condemnation action or intent of any authority
to exercise the power of eminent domain.
B.Permanent Taking.If all or a portion of the Premises is taken by any lawful
authority under or pursuant to the power of eminent domain during the term of this Lease or any
extension or hold-over,Lessee may elect to terminate this Lease as of the date the condemnor takes
possession.If Lessee does not elect to terminate this Lease, the rent shall be reduced in the same
proportion that the value of the portion of the Premises to be taken bears to the value of the entire
Premises as of the date condemnor takes possession.Lessee shall have no claim or interest in or to
any award of just compensation except that the Lessee shall be entitled to an amount equal to the
fair market value of the Lessee's interest in any improvements.made to the Premises by Lessee
which are taken by the condemnor.
C.Temoorarv Taking.If temporary use of all or a portion of the Premises is taken by
any lawful authority for a period which would reduce the use and,consequently,would cause the
Premises to be untenantable for the use by Lessee as set forth in this Lease, Lessee or Lessor may
elect to terminate this Lease. Said termination shall occur as of the date the condemnor takes
possession.If neither Lessee nor Lessor elects to terminate this Lease,Lessee shall be entitled to
receive any award from the condemnor for the use of all or a portion of the Premises,except that
Lessee may elect to have the rents reduced by the amount proportionally attributable to any partial
temporary taking, in which event,Lessee shall not be entitled to any portion of the award
attributable to said use.
D.Prohibition.It is understood and agreed that Lessee shall not be a party to any
negotiation or proceedings wherein Lessor claims compensation other than which is defined
statutorily as constituting "just compensation."
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17.Quiet Enjoyment:So long as Lessee is not in breach of thisLiease,Lessor warraots that
Lessee shall have the quiet enjoyment of the Premises during the term of this Lease or aoy
extension or hold-over thereof,without interference or disturbaoce,direct or indirect, by Lessor or
aoy person having title paramount to Lessor's title or by aoy person claiming under Lessor,provided
that Lessor reserves the right to inspect the Premises at aoy aod all reasonable times throughout the
term of this Lease or aoy extension or hold-over.
18.Early Termination:This Section 18 is in addition to aoy other provision of this Lease
authorizing or otherwise relating to early termination of said Lease.
A.Government Approvals:This Lease is contingent upon Lessor aod Lessee obtaining
all necessary governmental approvals,certificates,permits or licenses which Lessor aod Lessee
may deem necessary aod which are required by law.In the event thataoy of Lessor's or Lessee's
applications for said approvals,certificates,permits or licenses should be finally rejected or aoy
approval, certificate,permit or license issued to.Lessor or Lessee caoceled or otherwise withdrawn
or terminated by a governmental authority so that Lessor or Lessee will be unable to use the
Premises for its intended purpose,Either party shall have the right to terminate this Lease,upon
thirty (30) days' prior written notice to the other.
B.Damage or Destruction:In the event that the Premises or Lessee's Communication
Facilities or aoy portion thereof are substaotially damaged or destroyed so as to hinder effective use
of the Premises or Communication Facilities for Lessee's telecommunication purposes,Lessee may
elect to terminate this Lease,upon thirty (30) days'written notice to Lessor.
C.Lessee's Insolvency: Lessor may terminate this Lease upon Lessee's insolvency if
Lessee is the subject of ao involuntary bankruptcy proceeding or commences a voluntary or
involuntary bankruptcy proceeding or makes ao assignment for the benefit of creditors or if a
receiver or other liquidating officer is appointed for Lessee.
D. Lessee's Breach:
i.Lessor may terminate this Lease upon thirty (30)days'prior written notice to
Lessee if Lessee fails to pay rent or additional rent {including,but not limited to,Assignment aod/or
Sublease Premiums as set forth in Section 9 (Assignment or Sublease)of these General Terms aod
Conditions] by the tenth (I O~day of the month that it is due.
ii.Lessor may terminate this Lease if Lessee breaches or fails to perform or
observe aoy of the terms aod/or conditions of this Lease,other thao payment of rent, aod fails to
cure such breach or default within thirty (30) days after written notice from Lessor or such longer
period, up to sixty (60) days, as may be reasonably required,within Lessor's reasonable discretion,
to diligently complete a cure commenced within that thirty (30) day period aod being diligently aod
continuously pursued by Lessee..
E.Termination Process:Unless otherwise specified in this Lease,prior written notice
of termination shall be delivered by certified mail,return receipt requested,aod shall be effective
upon receipt of such notice,as evidenced by the return receipt.Upon such termination,Lessee shall
be entitled to the reimbursement of aoy rent prepaid by Lessee for aoy period after termination.
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F. Nonexclusive Remedy: Termination under this Section 18 shall be in addition to
and not in limitation of any other remedy of Lessor at law or in equity. Termination shall not
release Lessee from any liability or obligation with respect to any matter occurring prior to such
termination.
ts,Surrender of Premises:
A.Duties. At the end of the term of this Lease or any extension or hold-over thereof or
other termination of this Lease, Lessee shall peaceably deliver up to Lessor possession of the
Premises in the same condition as received, except for ordinary wear and tear. Upon Lessor's
request, Lessee, at Lessee's expense, shall remove the Communication Facilities. Such removal
shall be done in a workmanlike and careful manner and without interference or damageto any other
equipment, structures or operations on the Premises or on Lessor's property. If, however, Lessee
requests permission not to remove all or a portion of the improvements, and Lessor consents to
such non-removal, title to the affected improvements shall thereupon transfer to the Lessor and the
same shall be the sole and entire property of Lessor, and Lessee shall be relieved of its duty to
otherwise remove the same.
B. Costs and Expenses. All costs and expenses for removal of the Communication
Facilities and restoration of the Premises shall be borne by the Lessee, and Lessee shall hold Lessor
harmless from anyportion thereof.
20.Holding-Over:If Lessee holds over after the expiration of the term of this Lease or any
extension thereof, Lessee shall become a tenant from month-to-month upon the terms of this Lease,
as applicable. Acceptance by Lessor of rent after such expiration or early termination shall not
result in a renewal ofthis Lease nor affectLessor's right ofre-entry or any rights of Lessor herein or
as otherwise provided by law or equity.If Lessee fails to surrender the Premises upon the
expiration of this Lease despite demand to do so by Lessor, Lessee shall pay two (2) times the rent
herein specified (prorated on a monthly basis), interest, attorney's fees and costs and shall
indemnifyand hold Lessor harmless from all loss or liabilityincluding,but not limited to, any claim
made by anysucceeding Lessee founded on or resulting from such failure to surrender.
21.Agents.Successors and Assigns: All of the agreements, conditions and provisions of this
Lease shall inure to the benefit of and be binding upon the heirs, executors, administrators,
successors,agents and assigns of Lessorand Lessee.
22.Costs and Attorney's Fees: Except as otherwise provided in this Lease,if a legal action is
institutedby reason of any default or breach on the part of either party in the performance of any of
the terms and conditions of this Lease, the losing party agrees to pay all reasonable costs and
attorney'sfeesin connectiontherewith.
23. No Presumption Against Drafter:Lessor and Lessee understand, agree and acknowledge
that this Lease has been freely negotiated by both parties and that, in the event of any controversy,
dispute or contest over the meaning, interpretation,validity or enforceability of this Lease or any of
its terms or conditions, there shall be no inference, presumption or conclusion drawn whatsoever
againsteitherparty by virtue of that partyhaving draftedthis Lease or any portion thereof.
\\EVJUSBDSOOI\800MHZ\ICommon\Site Stnff\Site- Marysville Tank\Leases and MOUs\DOCSI-320l46-13
Marysville Tank Executable Exhibit C.DOC
24.Non-waiver:The failure of either the Lessor or Lessee to insist upon strict performance of
any of the terms of this Lease shall not be construed as a waiver thereof. Waiver of a particular
breachor default shallnot be deemedto be a waiver of any subsequent breach or default.
25.Cumulative Remedies:No provision of this Lease shall preclude Lessor from pursuing
anyotherremedies, in law or equity, for Lessee's failure to perform its obligations.
26.Survivability:The provisions of Sections 11 (Indemnity and Hold Harmless) and 13
(Hazardous Materials and Environmental Compliance)of these General Terms and Conditions
shall survive the expiration, hold-over or earlier termination of this Lease for any event occurring
prior to or on the date of such expiration, hold-over or termination.
27.Captions:The captions in this Lease are for convenience only and do not in any way limit
or amplifythe provisions ofthe Lease.
28.Venue and Choice of Law:This Lease shall be governed by and construed in accordance
with the laws of the State of Washington. The venue of any legalaction brought under the terms of
this Leaseshall be in Snohomish County SuperiorCourt.
29.Authority to Contract:Each party represents and warrants to the other that: it has full
right, power arid authority to execute this Lease and has the power to grant all rights hereunder, its
execution and performance of this Lease will not violate any laws, ordinances, covenants or the
provisions of any mortgage, lease or other agreement binding on said party, and the execution and
delivery of this Lease and the performance of its obligations hereunder have been duly authorized
by all necessary personnel or corporate officers and do not violate any.provisions of law or the
party's certificate of incorporation or bylaws or any other arrangement, provision of law or court
order or decree.
\\EvruSBDSOO1\800MHZ\ICommon\Site StuffiSite-Marysville TankILeasesand MOUs\DOCSI-320146-14
MarysvilleTank Executable Exhibit C.DOC
EXlllBITD
SITE STANDARDS,CONDITIONS AND INTERFERENCE MITIGATION
REQUIREMENTS
1.Existing Site Improvements:The existing site contains facilities have no wireless site
improvements.
2.Site Access:Lessee shall restrict access to the site to employees who have specific
functions to perform at the site.
3.Site Securitv:The site shall be fenced with a locking gate,which shall be locked·
whenever lessee employees are not present at the site..
4.Site Improvements:Lessee agrees to make the following site improvements,the cost of
which will be the responsibility of the lessee:
a.Provide a security fence to enclose the site.
5.Interference Mitigation Requirements:All tenants within the facility are required to
meet or exceed the following standards.
All fixed transmitting and receiving equipment installed shall employ isolators or similar
devices and band pass filtering or alternative band pass filtering (such as using window
filters for broadband services like PCS)which accomplishes the same objectives.These
devices are intended to minimize spurious radiation,receiver local oscillator leakage and
transmitter and receiver intermodulation products.The following standards constitute the
minimum requirements for use of wireless transmitting and receiving equipment.
Additional protection may be required to address special circumstances.
TransmitterlReceiver Filtering Standards
The following transmitter/receiver filtering standards shall be observed:
1.Transmitters in the 25 to 54 Mhz range shall have a band pass filter
providing a minimum 000 dB of attenuation 1.0 Mhz removed from the operating
frequency.Transmitters in this frequency range should be fitted with a single isolator
providing a minimum of 20 dB isolation.
2.Transmitters in the 72 to 76 Mhz range shall have a band pass filter
providing a minimum of 30 dB of attenuation 1.0 Mhz removed from the operating
frequency.Transmitters in this frequency range shall also be fitted with dual isolators
providing a minimum of 50 dB isolation.
F:\ICommon\Site StuffiSite-Marysville Tank\Leases and MOUs\DOCSI-307596-SERS M-ville
Lease Executable.DOC 10
3.Transmitters in the 88 to 108 Mhz range shall have a band pass filter
providing a minimum of 30 dB of attenuation 1.0 Mhz removed from the operating
frequency.Transmitters in this frequency range shall also be fitted with dual isolators
providing a minimum of 50 dB isolation. No transmitters with a transmitter power
output of over 100 watts shall be permitted within SERS facilities.In addition, some
facilities may not allow use of transmitting equipment in this frequency range.
4.Transmitters in the 108to 225 Mhz range shall have a band pass filter
providing a minimum of 15 dB of attenuation 1.0 Mhz removed from the operating
frequency.Transmitters in this frequency range shall also be fitted with dual isolators
providing a minimum of 50 dB isolation.
5.Transmitters in the 225 to 400 Mhz range shall have a band pass filter.
providing a minimum of20 dB of attenuation 1.0 Mhz removed from the operating
frequency.Transmitters in this frequency range shall also be fitted with dual isolators
providing a minimum of 50 dB isolation.
6.Transmitters in the 400 to 512 Mhz range shall have a band pass filter
providing a minimum of 20 dB of attenuation 2.0 Mhz removed from the operating
frequency.Transmitters in this frequency range shall also be fitted with dual isolators
providing a minimum of 50 dB isolation. Window filtering with broader responses
may be authorized on a case by case basis.
7.Transmitters in the 512 to 746 Mhz range shall have a band pass filter
providing a minimum of20 dB of attenuation 2.0 Mhz removed from the operating
frequency.Transmitters in this frequency range shall also be fitted with dual isolators
providing a minimum of 50 dB isolation.
8.No broadcast transmitters in the 746 to 806 Mhz range shall be permitted
in SERS facilities.
9.Transmitters in the 806 to 990 Mhz range shall have a band pass filter
providing a minimum of 15 dB of attenuation 3.0 Mhz removed from the operating
frequency.Transmitters in this frequency range shall also be fitted with dual isolators
providing a minimum of 50 dB isolation. Window filtering with broader responses
may be authorized on a case by case basis.
10.Transmitters in the 1500-2000 Mhz range shall have a band pass filter
providing a minimum of 15 dB of attenuation 3.0 Mhz removed from the operating
frequency.Transmitters in this frequency range shall also be fitted with dual isolators
providing a minimum of 50 dB isolation. Window filtering with broader responses
may be authorized on a case by case basis.
Site Engineering Standards and Site User Practices
F:\l Common\Site Stuff\Site- Marysville Tank\Leases and MOUs\DOCS1-307596-SERS M-ville
Lease Executable.DOC 11
The following site engineering standards and site user practices shall be observed:
1. A band pass cavity shall always be used before each receiver. A window filter
may be substituted in multicoupled systems. Crystal filters are also advisable at
crowded facilities.
2. A band reject duplexer may not be used unless accompanied by the required band
pass cavities. A pass reject duplexer may be used, provided the duplexer band pass
characteristics meet the minimum requirements for transmitter band pass filtering.
3. All cables used must, at minimum, be double-shielded with 100% braid coverage.
Use of solid outer shield cables Q&.'Heliax") is strongly encouraged. All external
feed lines shall be solid-shielded.
4. All cables used shall be covered with an insulating jacket.Cables used externally
shall be covered with an ultra-violet resistant insulating jacket. No cables with
aluminum outer conductors shall be used.
5. Use of constant impedance connectors shall be required. Type 'N,'BNC or 7/16·
DIN connector types are typical constant impedance connectors. Adapters shall not
be used for permanent connections.
6. All equipment shall be properly grounded. Grounding shall be performed by
grounding the radio equipment manufacturers designated equipment ground and shall
be tied to the radio facility equipment ground, preferably using flat copper strap or
copper braid. The AC line ground shall also be used to provide the protective ground.
Use of three-wire to two-wire adapters shall be prohibited. The facility manager shall
identify the radio facility ground point.
7. All transmission lines shall be fastened to towers, cable trays and other site
attachment points using manufactured hardware designed for the purpose. All
transmission lines shall be grounded before entry into the radio facility and shall pass
through approved lightning protection equipment. Use of cable ties, ty-wraps and
similar attachment hardware is generally discouraged but may be permitted on a case
by case basis. Use of non-insulated metallic ties shall be strictly prohibited. Non-
insulated transmission lines shall not be used.Non-insulated rigid wave guide is
acceptable when properly attached using rigid attachment hardware.
8. All telephone circuits shall have lightning protection at the entry point into the
facility.
9. All loose metallic objects shall be removed from the facility at the conclusion of
any workperformed on-site. Metallic trash shall be removed from the facility
entirely.
F:\l Common\Site Stufl\Site-Marysville Tank\Leases and MOUs\DOCS l-307596-SERS M-ville
Lease Executable.DOC.12
10. All equipment shall be maintained in such a fashion as to be in compliance with
all FCC, NTIA, FAA and state and local laws and regulations.Commercial and
public safety radio equipment shall be FCC type-accepted. Federal government and
amateur radio equipment shall be constructed in such a fashion as to be of 'like-
commercial'quality. Quarterly checks of the receiving equipment,transmitting.
equipment,antennas and customer-owned site filtering equipment are strongly
encouraged.
11.Interference problems resulting from the addition of a new user to the facility shall
be the responsibility of the 'last-in'tenant to resolve,provided that interference
problems are not the result of a non-compliant installation by an existing tenant.
Significant interference may require that a licensee cease operation until the
interference problem can be resolved. Should the problem not be resolvable to the
satisfaction of the facility manager, the new tenant may be unable to use the facility.
12. Any changes to the tower configuration (additions,removals,realignments of
antennas)require pre-approval by the facility manager and may require amendments
to the Lease,ifthe changes are beyond what is authorized by the Lease. An inspection
is required at the end of such work.
13.Equipment which presents an immediate hazard to the facility or individuals
working on the facility may require deactivation until the hazard is removed. High
power transmitters may also need to be deactivated when maintenance of the facility
is being performed.The licensee shall be notified in advance of any such
deactivation.
14. This radio facility is protected by locked doors and alarm system.In some cases,
on-site alarms are not obvious.Exceptions include sites with segregated 'guest
space'where alarm systems may not be provided. For those facilities with alarms,
prior notification of the facility manager is required before sites may be entered.
Activation of a facility alarm shall result in the dispatch of police officers, the cost of
which shall be born by the tenant activating the alarm without providing prior notice
of entry.
15. All site property shall be left clean and free of debris, trash and food scraps.If
materials are brought in that become trash, the tenant bringing in the material shall be
responsible for its removable.
16. All equipment installed shall be properly licensed. All tenant FCC, IRAC and
amateur radio licenses shall be posted.
17. Special on-site uses may be subject to additional limitations beyond those
described herein. Special site users shall be notified of such additional limitations in
writing.
F:\l Common\Site Stuff\Site-Marysville Tank\Leases and MOUs\DOCS 1-307596-SERS M-ville
Lease Executable.DOC 13
EXIllBITE
CITY OF MARYSVILLE RESERVED SPACE
Space will be reserved for a period of two (2) years following lease signing for the co-location of
City of Marysville radio equipment. This space shall be comprised of one (I)seven foot EIA
standard rack space within the SERS building and one (I)VHF or UHF whip type antenna on the
tower structure at approximately the 240'level.Attached drawings S-4 illustrates the expected
antenna location and drawing B-1 illustrates the expected rack location for the City of Marysville
rack (shown as "Marysville").
F:\ICommon\Site Stuft\Site-Marysville Tank\Leases and MOUs\DOCSI-307596-SERS M-ville
Lease Executable.DOC 15
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LAND USEPERMIT &.
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EXPIRES I 18 2003
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INTERIOR BUILDING LAYOUT
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SCALE:)2"=t:-0"
Sheet No.:
Project No.:
Drown By:
Dote:
B-1
00077.02
STEVEN J.
12-20-00