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HomeMy WebLinkAbout2898SUBJECT: Amendment No. 3 to the Telecommunications Facilities Lease Agreement with Seattle SMSA Limited Partnership d/b/a Verizon Wireless AGENDA BILL CITY OF BREMERTON CITY COUNCIL Study Session Date: COUNCIL MEETING Date: Department: Presenter: L :� N/A June 3, 2020 Public Works Melinda Monroe Phone: (360) 473-5306 SUMMARY: This proposed lease agreement with Seattle SMSA Limited Partnership d/b/a Verizon Wireless (SMSA) is for the existing north tower on parcel 292401-2-002-2008 located on water utility property. SMSA has held this lease since 2009. A new lease Amendment has been negotiated with SMSA which includes a longer term (20 years) and a prepaid fee of $40,000 in exchange for the longer term. The conditions of the lease have been reviewed by the City's communications consultant and his suggestions incorporated. The agreement is substantively typical for the industry. The longer lease term allows for a more favorable investment horizon for the lessee with the potential for additional sub -lessees, and less administrative costs for the City. The City will also receive 25% revenue sharing per month for sub -lessees that co -locate at the site — currently there are not any sub -lessees. In addition, the City and American Tower recently executed a 20-year $0 lease agreement for the placement of the City's new Flex -net system. ATTACHMENTS: 1) Lease Amendment; 2) Original Lease; 3) Consultant Lease Recommendations FISCAL IMPACTS (Include Budgeted Amount) and an rent amount of $2,048. ��05 This include a prepaid signing bonus of $40,000 AGENDA: ❑ Limited Presentation ❑ Full Presentation ® N/A STUDY SESSION ACTION: ❑ Consent Agenda ® General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve Amendment No. 3 to the Telecommunications Facilities Lease Agreement with Seattle SMSA Limited Partnership d/b/a Verizon Wireless; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: [%Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 AMENDMENT NO.3 TO THE TELECOMMUNICATIONS FACILITIES LEASE AGREEMENT BETWEEN THE CITY OF BREMERTON AND SEATTLE SMSA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS THIS AMENDMENT NO. 3 TO THE TELECOMMUNICATIONS FACILITIES LEASE AGREEMENT (City of Bremerton contract number 2898) entered into August 1, 2004, is made effective as the latter signature date hereof (the "Effective Date") by and between the City of Bremerton, a Washington municipal corporation ("City") and Seattle SMSA Limited Partnership d/b/a Verizon Wireless ("Lessee") (City and Lessee being collectively referred to herein as the "Parties"), for the portion of the property owned by City underlying the tower known as the Alexander Lake -North Tower, City of Bremerton Asset number 83092 (the entire parcel of property owned by the City, the "Property"; the portion leased to Lessee, the "Premises"), which Property and Premises are legally described and/or depicted in Schedule A attached hereto and incorporated herein. RECITALS WHEREAS, the City and Lessee (or its predecessor -in -interest) entered into that certain Telecommunications Facilities Lease Agreement dated August 1, 2004 (as the same may have been amended from time to time, collectively, the "Lease"); and WHEREAS, Lessee and/or its parent, affiliates, subsidiaries and other parties identified therein, entered into a sublease agreement with American Tower Delaware Corporation, a Delaware corporation and/or its parents, affiliates and subsidiaries ("American Tower"), pursuant to which American Tower subleases, manages, operates and maintains, as applicable, the Premises, all as more particularly described therein; and WHEREAS, Lessee has granted American Tower a limited power of attorney (the "POA") to, among other things, prepare, negotiate, execute, deliver, record and/or file certain documents on behalf of Lessee, all as more particularly set forth in the POA; and WHEREAS, the City and Lessee desire to amend the Lease to extend the term thereof and to otherwise modify the Lease as expressly provided herein. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth herein and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: L Section S of the Lease, TERM OF LEASE, is amended by adding the following language. "Lease Terra Extended. The termination date of the initial term of this Lease shall be extended from July 31, 2020, to July 31, 2025 (the "Initial Term"). Lessee shall have option to renew the lease for three (3) additional terms of five (5) years each (each a "Renewal Term" and, collectively, the "Renewal Terms"). Each Renewal Term shall automatically go into effect unless ALEXANDER LAKE NORTH LEASE AGREEMENT AMENDMENT NO.3 - t Lessee provides City with written notice of its intention not to renew the Lease at least sixty (60) days prior to the commencement of the next Renewal Term. Additional terms of five years beyond the Renewal Terms may be requested by Lessee under conditions in Section 12 of the original Lease. Any additional term requested pursuant to Section 12 is subject to City Council approval at their discretion." 2. Section 10 of the Lease, COMPENSATION TD THE CITY entirety as follows: , is deleted and replaced in its "A. Starting on the first day of the month following the full execution of Amendment No. 3 to the Telecommunications Facilities Lease Agreement Between the City of Bremerton and Seattle Limited Partnership d/b/a Verizon Wireless ("Amendment No. 3") and on the first day of each month thereafter during the term of the Lease, Lessee shall pay rent at a rate of Two Thousand and. Forty -Eight Dollars ($2,048.00) per month, prorated for any partial months. Notwithstanding the foregoing, the City hereby acknowledges and agrees that such increase may not be reflected in rental payments to the City until ninety (90) days after the full execution of Amendment No. 3. Rent increases not included in payments made by the Lessee during the first 90 days after execution of Amendment No. 3 will be paid as back rent once the Lessee processes the rent increase. The back rent shall be paid not later than December 31, 2020. Substantial expansion of the initial configuration contained in Schedule A will result in review and possible re- negotiation of the rental rate contained herein. A substantial expansion includes but is not limited to an enlargement of the footprint of Lessee's tower located within the Premises (the "Tower"), the enlargement of the fenced area around the Tower, or an addition of a building. Commencing on August 1, 2020 and on each successive annual anniversary thereof during the term of the Lease, the monthly rent shall automatically be adjusted with a three percent (31/o) increase. Any payments received more than five (5) days after the due date shall include a late payment penalty of 2% of the past due amount, and such past due amount shall bear interest at the rate of 2% for each day or part thereof such payment remains unpaid past the due date. B. Additional Consideration. City shall be allowed, at City's sole expense, to attach City's communication antennas or equipment to Lessee's telecommunications tower provided City first obtains Lessee's prior written consent for such attachments. Such consent shall not be unreasonably withheld. Lessee's approval for said attachments shall be contingent upon determining whether Lessee's tower is properly engineered to accommodate City's antenna system and such transmission shall not result in any impairment or diminution in the quality of Lessee's service. Further, said approval shall be given only after Lessee has reviewed and approved City's engineering plans for said antenna attachments in a location specified by Lessee. Approval shall not be unreasonably withheld. Upon written approval by Lessee, said attachments shall be installed by qualified licensed contractors and in accordance with Lessee's directives for the method of installment and with permits issued by all applicable governmental authorities having jurisdiction which shall first be obtained by City at its sole expense. City acknowledges and agrees that Lessee reserves the right to relocate City's antennas at any time(s) to accommodate modifications required for Lessee's future system requirements, provided such relocation shall provide equivalent quality of service after such relocation. ALEXANDER LAKE NORTH LEASE AGREEMENT AMENDMENT NO.3 - 2 C. Pursuant to Section 27 Lessee shall pay to the City twenty-five percent (25%) of any and all sublessee rent for co -location on Lessee's Tower." D. One -Time Payment. In consideration of the lease extension and additional renewal terms provided for herein, Lessee shall pay to City a one-time signing bonus of Forty - Thousand Dollars ($40,000.00) within thirty (30) days after the Effective Date of Amendment No. 3, and subject to Lessee's receipt of an original Memorandum of Lease in the form and of the substance attached hereto as Exhibit B and by this reference made a part hereof (the "Memorandum") executed by City, together with any applicable forms needed to record the Memorandum, which forms shall be supplied by Lessee to City. 3. Section 18 of the Lease, MAINTENANCE OF LEASE FACILITIES, is deleted and replaced in its entirety as follows: 1118. Maintenance of Lease Facilities and Hazardous Substances. A. The Lessee shall maintain its facilities in good and safe condition and in a manner that complies with all applicable federal, state and local requirements. Lessee shall not permit waste, damage, or injury to the premises including any City property, public ways of the City, other ways or other property, whether publicly or privately owned, located in, on or adjacent thereto. Lessee shall not store any chemicals, hazardous or otherwise, in the well head protection area. Lessee shall not restrict site access to the City. City shall have the exclusive right to inspect the Lessee's telecommunications facilities and equipment at any time during the term of this Lease to ensure compliance with the terms and conditions herein; Provided, however, Lessee has the right to be present at all inspections of Lessee's telecommunications facilities and equipment, and City shall give Lessee at least 72 hours prior notice of such intent. B. Lessee shall not generate, release, spill, store, deposit, transport, or dispose of (collectively "Release") any hazardous substances, sewage, petroleum products, hydrocarbons, radioactive substances, medicinal, bacteriological, or disease -producing substances, hazardous materials, toxic substances or any pollutants or substances defined as hazardous or toxic in accordance with applicable federal, state, and local laws and regulations ("Hazardous Substances") in, on or about the Premises, any access and utility easements, or any other of the City's property in violation of any laws, regulations, ordinances, and/or administrative orders applicable to all or any portion of the Premises which govern such Hazardous Substances ("Environmental Laws"). Lessee shall indemnify, defend and hold City harmless from any and all claims, liabilities, losses, damages, cleanup costs, response costs, and expenses (including reasonable attorneys' fees) actually incurred by or asserted against City, to the extent arising directly out of or related directly to the Release by Lessee, or any of its sublessees, agents, representatives, or employees, of such Hazardous Substances in, on or about City property in violation of applicable Environmental Laws occurring at any time after the Effective Date of Amendment No. 3 of the Lease. To the extent the Lessee must use generators or batteries on the ALEXANDER LAKE NORTH LEASE AGREEMENT AMENDMENT NO. 3 - 3 Premises, the obligations of Lessee contained in this Section shall apply to any Release of Hazardous Substances in violation of Environmental Laws related to such use. Lessee shall clean up and restore any property affected by a Release of Hazardous Substances in violation of Environmental Laws caused by Lessee, including testing and abatement for any soil contamination, and shall obtain all applicable permits to so restore such affected property, at Lessee's sole expense and as soon as possible but not later than seven (7) days after such Release. This Section shall not limit Lessee's liability as set forth in the Lease, as amended. The provisions of this Section shall survive termination or expiration of the Lease, as amended." 4. Subsection D of Section 27 of the Lease, LEASED CAPACITYAND CO -LOCATION, is deleted in its entirety, as rent -sharing terms are set forth in Section 10. 5. Section 30 of the Lease, INSURANCE, is deleted and replaced in its entirety as follows: "30. INSURANCE. The Lessee shall, as a condition of the Lease, secure and maintain the following liability insurance policies insuring both the Lessee and the City, and its elected and appointed officers, officials, agents, employees, representatives, engineers, consultants, and volunteers against claims for injuries to persons or damages to property which may arise from or in connection with the exercise of the rights, privileges, and authority granted to the Lessee: A. Comprehensive general liability insurance, written on an occurrence basis, with limits not less than: (1) $2,000,000.00 combined single limit coverage for bodily injury and property damage; (2) Comprehensive form premises -operations, explosions and collapse hazard, underground hazard and products completed hazard with limits of not less than $2,000,000.00. B. Automobile liability for owned, non -owned and hired vehicles with a minimum limit of $2,000,000.00 for each accident; C. Worker's compensation within statutory limits and Employer's. Liability insurance with limits of not less than $1,000,000.00; D. The liability insurance policies required by this Section shall be maintained by the Lessee throughout the term of the Lease, and such other period of time during which the Lessee is operating without a Lease hereunder, or is engaged in the removal of its telecommunications facilities. The Lessee shall provide an insurance certificate designating the City, and its elected and appointed officers, officials, agents, employees, representatives, ALEXANDER LAKE NORTH LEASE AGREEMENT AMENDMENT NO. 3 - 4 engineers, consultants, and volunteers as additional insureds, to the City prior to the commencement of any work or installation of any facilities pursuant to said Lease. Any deductibles or self -insured retentions must be declared to and approved by the City. Payment of deductibles and self -insured retentions shall be the sole responsibility of the Lessee. The Lessee's insurance shall be primary and non-contributory insurance and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which this coverage applies. Any insurance maintained by the City, its officers, officials, employees, consultants, agents, and volunteers shall be in excess of the Lessee's insurance and shall not contribute with it in this regard. The City shall be provided thirty (30) days advance notice of cancellation of any coverages required in Section 30.A. above (the "Cancellation Notice"). Such notice shall be sent to the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6th Street, Suite 100, Bremerton, WA 98337. Within thirty (30) days after Lessee's receipt of a written request from City, and not more than once per calendar year, Lessee shall provide City with proof of the coverage required in this Section in the form of a certificate of insurance as evidence of coverage. E. Within thirty (30) days after receipt by the City of the Cancellation Notice, and in no event later than fifteen (15) days prior to said cancellation or intent not to renew, the Lessee shall obtain and furnish to the City replacement insurance certificates meeting the requirements of this Section." 6. Subsection G of Section 41 of the Lease, MICELLANEOUS, is deleted and replaced in its entirety as follows: "41. MISCELLANEOUS. G. Any notice or demand required to be given herein shall be made by certified or registered mail, return receipt requested, to the address of the respective parties set forth below: LESSOR: LESSEE: City of Bremerton Verizon Wireless Attn: Contracts Administrator Attn: Network Real Estate Finance Department 180 Washington Valley Road 345 6th Street, STE 100 Bedminster, NJ 07921 Bremerton, WA 98337 With copy to ALEXANDER LAKE NORTH LEASE AGREEMENT AMENDMENT NO. 3 - 5 American Tower Attn: Land Management 10 Presidential Way Woburn, MA 01801 The individuals identified in this paragraph shall be the specific point of contact for each party regarding all topics. Any change to this point of contact shall be delivered to the other party in writing by certified or registered mail, return receipt requested. All payments will be sent to the City Finance Office at 345 6' Street, Suite 100, Bremerton, WA 98337." 7. New Section 44, FAA COMPLIANCE, is added to the Lease as follows: Lessee agrees that it is solely liable for compliance with all FAA and FCC requirements, as to all facilities and activities of Lessee on the Premises and on any other City property used by Lessee, its sublessees, employees, agents, and subcontractors. Such requirements include, but are not limited to, lighting, paint, and notifications to the FAA regarding light failures. Lessee hereby agrees to fully indemnify and hold harmless the City for all violations and fines to the extent related directly to a breach of this Section 44 by Lessee, its sublessees, employees, agents and subcontractors, except if and to the extent the same arise as a result of the negligence, gross negligence or willful misconduct of the City or its employees or agents. 8. New Section 45. CITYAND LESSEE ACKNOWLEDGMENTS. Except as modified herein, the Lease and all provisions contained therein remain in full force and effect and are hereby ratified and affirmed. The parties hereby agree that no defaults exist under the Lease. 9. New Section 46. COUNTERPARTS This Amendment No. 3 may be executed in several counterparts, each of which when so executed and delivered, shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, even though all Parties are not signatories to the original or the same counterpart. 10. New Section 47, CONFLICT/CAPITALIZED TERM. The Parties hereby acknowledge and agree that in the event of a conflict between the terms and provisions of this Amendment No. 3 and those contained in the Lease, the terms and provisions of this Amendment No. 3 shall control. Except as otherwise defined or expressly provided in this Amendment No. 3, all capitalized terms used in this Amendment No. 3 shall have the meanings or definitions ascribed to them in the Lease. To the extent of any inconsistency in or conflict between the meaning, definition, or usage of any capitalized terms in this Amendment No.3 and the meaning, definition, or usage of any such capitalized terms or similar or analogous terms in the Lease, the meaning, definition, or usage of any such capitalized terms in this Amendment No. 3 shall control. ALEXANDER LAKE NORTH LEASE AGREEMENT AMENDMENT NO. 3 - 6 Date: 3 Date: " i h I-ZO-2-0 APPROVED AS TO FORM: ;i�� .ROGER A. LUBOVIC orney 11 � � 4 l ► ►j:�w111. L_IJ. 1 Tr! t v _� ► .. k. _ ►� � it !1 � l Senior Counsel, US Tower CITY OF BREMERTON .'4k,,1,,.a GR .G HEELER, Mayor ALEXANDER LAKE NORTH LEASE AGREEMENT AMENDMENT NO.3 - 7 �01 LESSEE ACKNOWLEDGMENT STATE OF M4 ) ) SS. COUNTY OF Middlesex ) On this day of Ma , 2020, before me, the undersigned, a Notary Public in and for the State of MA , dulj4omniissioned and sworn, personally appeared ' a V)eia(Aore CDrnh MuiftaE to me known to be an authorized representative of Arpuicon -guwer T;plaunre rluron t�e eorpbralion limited partnership that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of ncon &A& O/Q jwr p e°4,'1or1h'e uses an Al�d purposes therein mentioned, and on oath stated thatSHe is authorized to execute the said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. ,`IAII(!hq dt r am : 1ChA/4n� Opa Ai A,brl�L2ri a,0 Gin a Thy'%, Notary Public in and for the State of M J 2 f;9.'� residing at S. '•. P- C' '? FN My appointment expires: ALEXANDER LAKE NORTH LEASE AGREEMENT AMENDMENT NO. 3 - 8 CITY ACKNOWLEDGMENT State of Washington ss. County of Kitsap On this 1 S4- day of vh , 20,-9- 0, personally appeared Greg Wheeler to me known to be the Mayor of the City of remerton, a municipal corporation, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ANGELA E HOOVER' NOIARY PUBLIC #130025 51 R lE OF NASHINGTON COf0MISSION EXPIRES SEPTEMBER 8, 2023 'EIVED FO AFIL: Angela H r, City Clerk OL4 Nq4 L�" 'F, Notary P- iblic iiji and for the State of ashington Residing at tt My commission expires: U 013 ALEXANDER LAKE NORTH LEASE AGREEMENT AMENDMENT NO. 3 - 9 SCHEDULE A: PROPERTY Nwl/4, & Sw114, & Ne1/4, Section 29, Township 24 North, Range 1 East, W.M, In Kitsap County, Washington; Less Set/4 Nel/4; Less Tax Lot 39; & Also W1/2 Nw1/4 Se114; Less Tax Lot 31; Except The Following Per Auditor File No 9205140195: The Northeast Quarter Of The Northeast Quarter, Section 29, Township 24 North, Mange 1 East, W.M., In Kitsap County, Washington; Except The South One -Eighth Of The East Half Of The Northeast Quarter Of The Northeast Quarter Of Said Section 29. Being situated in Kitsap County, Washington; known as parcel I® (Number 292401-2-002-2008 ALEXANDER LAKE NORTH LEASE AGREEMENT AMENDMENT NO.3 - ] SCHEDULE A (continued): PREMISES mote; Access to the e�.te is via existng logging soad� a13 Of Which axe located on city of Brmertoift property. AL,EXANDER LAKE NORTH LEASE AGREEMENT AMENDMENT NO. 3 - 2 SCHEDULE A (continued): PREMISES (CONTINUED) That 1PO tiOlA Of section 29, Tomaship 24 North, Range- 1 EMrt, w.M. , de mcrabed as follom.- €weir at the Northeast aorn&r of said. swtim 29; thence South 80.251127" West 2536.19 feet to the true point of beginningl; theme North 23.24' 00" East 60.00 feet; thmM lr+o th 66-36100" West 50.00 feet; thence Sow 23,1241000 want 60.00 feet; thence South 66' 36' 00" East 50,00 feet to the paint of begi.rwjM - . TOMM WM an easmant for i0gress, egress aril utilities 20 feet in width, 10 feet each side of the folloiAingi described centerline: Cmmen'-.'M at the NOrthGOOt <xprco--r of said Section 29; tbmoa Sc tth 80-25927" West~ 2534.19 feet; thersm-- North 66`361000 West 45.00 feet to the true paint of beg; thewe.8bath 481108107" wext 56.95 feet, South 12.39138" East 145.47 feet. Swath 10.21122R feet. Wmt 47.98 feet. Sate 60.59122" west 48.44 South 45001,430 feet. South 750241541, Zmgt. 18.83 feet. East 222.78 feet, South 68`55 `09" North-72.16' 23" Rast 77.01 feet. North 46.43'28" East 315.64 feet, North 60"03,01" East 129.38 Fast 351.10 feats, Nortth3a'33.O1" fwt. South 03' 56' 59" East231.00 feet, f �t 223.00 fees t, 14mth 79.33' 01' South 48041' 59" East 167.00 Met 189.50 feet, south 700261159" feet, North 60s03'01" East 252.50 feet, raft 264.20 feet, South 83`41'59" North Fast 285.00 feet, North 62'18' 01" Fwt 160.00 feet, 41'33'01" North 62"33' 01" Fast 156.00 Fast loo.80 feet, North 44.18'01" Tsaet 113.00 feet. North 52+03101" East 133.50 feet, !firth 67.03'Oi" feet, North .East 3Q0.00 feed, North 35*18101" East 193.00 63'03101" feet, Fast 91.50 f , South 794569S9" East 76.80 South 40.26'59" feat, south Fast 281.50 feet, South 22'i1'59" East 135.50 00'48' 01" €eet, South 03048401" Wmt 274.50 feet,, went 133.00 feet, soli 09.03' 01' South 44`4l,59" West 119. 00 Fast 69.00 feat, NOrth 81.33'01" East 138.50 feet, North 53.48101" Emit 163.20 feet. North 30•28*01" Fast 193.20 f+eet,.North 44"33101" Fast A3.00 feet, North 62"48' 01' East 203.50 feet, North 16" 33' 01" Bart 185.00 feet, North 57'48601" 349.50 feet, North 75033101" East in.50 feet, South 49.56'SV Fast 102.30 feet, South 19•41'59" Last 148.70 feet, South 18.16' 59" fact, South 59.41159" East 300.00 feet. East 205.40 fa . South 47'11' 59" South 78*26'59" Fact 218.50 646.00 feet, North 730431010 East 134.00 feet., North 39'33'41' East East 355.50 feet, North 52.03' a'R East 249.80 feet, North 23`48' 01" Fast 98.50 feaet,Narth 16.06' 18..5" West 802.94 feet to the Sau&herly margin of Union Street and the termtimm of naiad eaeemNnt; Situate in Kitaap COuntY, Washington. ALEXANDER LAKE NORTH LEASE AGREEMENT A� i MENT NO.3 - 3 SCHEDULE A (continued): Site Configuration { a pox �'in"t •ar. *'ll'xb- egt' A•It5_ AG our *%CAAWM i DER dF nN.tihN6 t I.�.ma.kC P.�M-lT-i! tn�t.awaaeL uy _ -„-LL r 'I er.v . .m w v.m=u..r.sml Tj'-C? CP ANTENX, - `60 df TCwEl� AZWU% Est• I i � -=WSii '2' it) 3ECM m-!E'A§C-xC TO WAISM14 ww I f V-0 n 4'vU1K if ! •I ¢ � . 4!Z{PCxiGEt:V I J - .J J r , iZ .CA ��1At I F O lI cR. G°a C� R I t` /5i�d'lQN-t60k [jtjtl arf es �a . i18@0 I + pp 1st e� lrt laa P w) 7 TOWER ELEVATION as rA4 C071WAL •� j._ PE! FYLTC Mt, / WEI-A5G9-k7El ABMOWO . 10MA iT T i� ZaRFAA PG ?D +00--t omp"--R£ ) A.%13 j 4G'MUr4D eLEVATION 7n' AM$L - LlJ -WEST NEwvE-e roR GROUp, pVC, ALEXANDER LAKE NORTH LEASE AGREEMENT AMENDMENT NO.3 - 4 EXHIBIT B FORM OF MEMORANDUM! OF LEASE Site No: 83092 Site Name: West Bremerton Prepared by and Return to: American Tower 10 Presidential Way Woburn, MA 01801 Attn: Land Management/Daniel Levine, Esq. ATC Site No: 83092 ATC Site Name: West Bremerton Assessor's Parcel No(s): 292401-2-002-2008 MEMORANDUM OF LEASE Prior Recorded Lease Reference: State of Washington County of Kitsap This Memorandum of Lease (the "Memorandum") is entered into on the day of 202_ by and between City of Bremerton, a Washington municipal corporation ("City") and Seattle SMSA Limited Partnership d/b/a Verizon Wireless ("Tenant"). NOTICE is hereby given of the Lease (as defined and described below) for the purpose of recording and giving notice of the existence of said Lease. To the extent that notice of such Lease has previously been recorded, then this Memorandum shall constitute an amendment of any such prior recorded notice(s). Proper and Lease. City is the owner of certain real property being described in Exhibit A attached hereto and by this reference made a part hereof (the "Property"). City (or its predecessor -in -interest) and Lessee (or its predecessor -in -interest) entered into that certain Telecommunications Facilities Lease Agreement dated August 1, 2004 (as the same may have been amended from time to time, collectively, the "Lease"), pursuant to which the Lessee leases a portion of the Property and is the beneficiary of certain easements for access and public utilities, all as more particularly described in the Lease (such portion of the Property so leased along with such portion of the Property so affected, collectively, the "Premises"), which Premises is also described on Exhibit A. American Tower. Lessee and/or its parent, affiliates, subsidiaries and other parties identified therein, entered into a sublease agreement with American Tower Delaware Corporation, a Delaware corporation and/or its parents, affiliates and subsidiaries ("American Tower"), pursuant to which American Tower subleases, manages, operates and maintains, as applicable, the Premises, all as more particularly described therein. In connection with these responsibilities, Lessee has also granted American Tower a limited power of attorney (the "POA") to, among other things, prepare, negotiate, execute, deliver, record and/or file certain documents on behalf of Lessee, all as more particularly set forth in the POA. Expiration Date. Subject to the terms, provisions, and conditions of the Lease, and assuming the exercise by Lessee of all renewal options contained in the Lease, the final expiration date of the Lease would be July 31, 2040. Notwithstanding the foregoing, in no event shall Lessee be required to exercise any option to renew the term of the Lease. Site No: 83092 Site Name: West Bremerton 4. Premises Description. Lessee shall have the right, exercisable by Lessee at any time during the original or renewal terms of the Lease, to cause an as -built survey of the Premises to be prepared and, thereafter, to replace, in whole or in part, the description(s) of the Premises set forth on Exhibit A with a legal description or legal descriptions based upon such as -built survey. Upon Lessee's request, City shall execute and deliver any documents reasonably necessary to effectuate such replacement, including, without limitation, amendments to this Memorandum and to the Lease. 5. Effect/Miscellaneous. This Memorandum is not a complete summary of the terms, provisions and conditions contained in the Lease. In the event of a conflict between this Memorandum and the Lease, the Lease shall control. City hereby grants the right to Lessee to complete and execute on behalf of City any government or transfer tax forms necessary for the recording of this Memorandum. This right shall terminate upon recording of this Memorandum. Notices. All notices must be in writing and shall be valid upon receipt when delivered by hand, by nationally recognized courier service, or by First Class United States Mail, certified, return receipt requested to the addresses set forth herein: to City at: City of Bremerton, Attn: Contracts Administrator, Finance Department, 345 6th Street, Suite 100, Bremerton, WA 98337; to Tenant at: Verizon Wireless, Attn.: Network Real Estate, 180 Washington Valley Road, Bedminster, NJ 07921, with copy to: Attn: Land Management 10 Presidential Way, Woburn, MA 01801, and with copy to: Attn: Legal Dept., 116 Huntington Avenue, Boston, MA 02116. Any of the parties hereto, by thirty (30) days prior written notice to the other in the manner provided herein, may designate one or more different notice addresses from those set forth above. Refusal to accept delivery of any notice or the inability to deliver any notice because of a changed address for which no notice was given as required herein, shall be deemed to be receipt of any such notice. Counterpart This Memorandum may be executed in multiple counterparts, each of which when so executed and delivered, shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. 8. Governing Law. This Memorandum shall be governed by and construed in all respects in accordance with the laws of the State or Commonwealth in which the Premises is situated, without regard to the conflicts of laws provisions of such State or Commonwealth. [SIGNATURES COMMENCE ON FOLLOWING PAGE] Site No: 83092 Site Name: West Bremerton IN WITNESS WHEREOF, City and Lessee have each executed this Memorandum as of the day and year set forth below. CITY City of Bremerton, a Washington municipal corporati� Signature. Print Name: G-.(, Title: 1, ucr- Date:,�, �6>2L7 State/Commonwealth of UJA County of SC' 2 WITNESSES it Signature: 6—A t Print Name: o vt Signature: Print Name: WITNESS AND ACKNOWLEDGEMENT On this day of 202before me, the undersigned Notary Public, personally appearednl�Lwho proved to me on the basis of satisfactory evidence, to the person(s) whose na (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 which the person(s) acted, executed the instrument. Flury L--tc$ �'rrr'�F:"sue [SEAL] ..b' [SIGNATURES CONTINUE ON FOLLOWING PAGE] Site No: 83092 Site Name: West Bremerton LESSEE Seattle SMSA Limited Partnership d/b/a Verizon Wireless By: American Tower Delaware Corporation a Delaware corporation Title: Attorney -in -Fact Signature: Print Name: Carnl Maxime Title: Date: RAnlnr rnl Ineml I IC T. %Al,r � Ze 0 State/Commonwealth of PIA County of ffiydje�eX WITNESS Signature: Print Name: d! Signature: i Print Name: WITNESS AND ACKNOWLEDGEMENT On this ?I day of , 2020, before me, the undersigned Notary Public, personally appeared j Ma.Y,( 1 P -s"m/ai e6,017 'e/ 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 which the person(s) acted, executed the instrument. WITNESS my hand and official seal. o ary P lic Print Name: My commission expires: Site No: 83092 Site Name: West Bremerton EXHIBIT A PROPERTY Nw1/4, & Sw1/4, & Net/4, Section 29, Township 24 North, Range 1 East, W.M, In Kitsap County, Washington; Less Set/4 Nel/4; Less Tax Lot 39; & Also W1/2 Nw1/4 Se1/4; Less Tax Lot 31; Except The Following Per Auditor File No 9205140195: The Northeast Quarter Of The Northeast Quarter, Section 29, Township 24 North, Range 1 East, W.M., In Kitsap County, Washington, - Except The South One -Eighth Of The East Half Of The Northeast Quarter Of The Northeast Quarter Of Said Section 29. Being situated in Kitsap County, Washington; known as Parcel ID Number 292401-2-002-2008 PREMISES The Premises consists of that portion of the Property as defined in the Lease and described below. That portion of Section 29, T w ud%ip 24 North, Pange 1 EAslt. W.M.. described as follows: Commencing at the Northeast corner of said Section 29; thence South 80' 25' 27" West 2534.19 feet to the true point of beginning; thence bkwth 23*24'00" East 60.00 feet; therm--e North 66'36'00" West 50.00 feet; thence South 23.24'00" Went 60.00 feet; Lfw-a-boe South 66.36' 00' East 50.00 feet to the point of beginning; Site No: 83092 Site Name: West Bremerton EXHIBIT A (Continued) ACCESS AND UTILITIES The access and utility easements include all easements of record as well as that portion of the existing gravel road upon the Property currently utilized by Lessee for ingress, egress and utility purposes from the Premises to and from a public right of way. MOMM WITH an easement for u3gress, egresm and utilities 20 feet in width, 10 feet each side of the follcwuNg deacribed centerlir:e: Ca merr =3 at the Northeast corner of said Section 29; thence South 80 `25' 27" west 2534.19 feet; thence North 66' 36' 00" wit 48.00 feet to the true point of beglming; thenoe,Sowu<th 48008107" west 56.95 feet, South 12.39138" Fast 145.47 feet, South i0021122" west 47.98 feet. 5autb 60.59122" west 48.44 feet, South 45' 01' 43" East, 18.83 feet, South 680551090 East 77.01 feet, South 75024154" East 222.78 feet, North"72016123" East 129.38 feet, North 46.43128" Fast 315.64 feet, North 60.03'01" East 351.10 feet, North 30133101" East 231.00 feet, North 79033101" Last 167.00 feet, South $3056159" East 223.00 feet, South 48"41'59" East 189.50 feet, South 70"26159" Ea 252.50 feet, South 83.41159" Fast 285.00 feet, North 60' 03' 01" East 2".20 feet, North 41.33' O1" East 156.00 feet, North 62018'01" East 160.00 feet, north 62.33'01" Past 100.80 feet, North 44018101" EaBt 113.00 feet, North 52"03101" East 133.50 feet, North 67003' 01" Fast: 300.00 feet, North 35018' 01" Fast 193.00 feet, North 63.03' 01" Fast 91.50 feet, South 79056' 59" East 76.80 feet, South 40`26"59" East 281.50 feet, South 22.11159" Fart 135.50 feet, South 00048' 01" West 274.50 feet, South OV03' 01" Wmt 119. 00 feet, South 03548101" Went 133,00 feat, South 44'41159" East 69.00 feet, North 81033'01" East 138.50 feet, North 53-48'01" FA 163.20 feet, North 30.18'0l" East 193.20 feet,,Sorst:h 44.33101" Fast 113.00 feet, North 62"48001" East 283.50 feet, North 160331010 East 185.00 feet., North 571146"01" East: 349.50 feet, North 75033'01" East 111.50 feet, South 491156' 59" East 102.30 feet, south 19" 41' 59" Feast 148.70 feet, south 18.16't9" East 300.00 feet, South 47"I1'59" Fast 218.50 feet, s ath 591141" 59" East 205.40 feet, South 78.26' 59" Fast 646. 00 feet, North 73.43,01" East 134.00 feet, North 39033'Ol" East 355.50 feet, North 521103'O1" East 249.80 feet, North 23048101" Fast 98.50 feet,North 16' 06' 18.5" Neelt 802.94 feet to the Southerly targin of Union Street ar►d the terminus of said eanaaerxt; Situate in Kitsap County, weshington. Site No: 83092 Site Name: West Bremerton AGENDA BILL 5K CITY OF BREMERTON CITY COUNCIL SUBJECT: Telecommunications Facilities Study Session Date: August 14, 2019 Lease Agreement Amendment No. 2 with COUNCIL MEETING Date: August 21, 2019 Seattle SMSA Limited Partnership d/b/a Department: Public Works Verizon Wireless Presenter: Melinda Monroe Phone: (360) 473-5306 SUMMARY: The current Telecommunications Facilities Lease Agreement with Seattle SMSA Limited Partnership d/b/a Verizon Wireless expired July 31, 2019, and is for the existing north tower on parcel 292401-2-002-2008 located on Water Utility property. SMSA has held this lease since 2004. This Amendment would extend the lease until July 31, 2020, giving the City and ATC time to negotiate a long-term lease. Additionally, this amendment names American Tower as the management agent via Power of Attorney. ATTACHMENTS: Telecommunications Facilities Lease Agreement Amendment No. 2 and Power of Attorney (as support only, not incorporated into the lease). FISCAL IMPACTS (Include Budgeted Amount): None. The amendment maintains current payment schedule and Lease payments remain the same increasing by CPI for the next 12 months. STUDY SESSION AGENDA: ❑x Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: © Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move that the City enter into a Telecommunications Facilities Lease Agreement Amendment No. 2 for the communication site on parcel 292401-2-002-2008 with Seattle SMSA Limited Partnership d/b/a Verizon Wireless; and authorize the Mayor to finalize and execute the amendment with substantially the same terms and conditions as presented. COUNCIL ACTION: ,M Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 A.N1 ER.IG.A.N TO WERa CORPORATION Dear Valued Customer, For your records please frnd enclosed herewith your original copy of the recently fully executed agreements)with American Tower. As a reminder, future documents to be routed for signature should be sent to American Tower Corporation Attn: Contract Management 10 Presidential Way Woburn, MA 01801 Likewise, American Tower's notice address for all contract related correspondence is American Tower Corporation Attn: Contract Management 10 Presidential Way Woburn, MA 01801 Please be sure to refer to your agreement for payment and remittance instructions. Please note that should equipment installation be necessary as a result of your agreement(s), American Tower's NTP process must be adhered to. Please refer to the resource section of ON AI Access for any questions regarding this process and contact your Account Project Manager should you have any immediate needs. On behalf of American Tower, I thank you for your continued cooperation and your business. Sincerely, Legal Administration 10 Presidential'Nay Woburn,ivlA 01801 • 781926.4500 Office 781.926.4555 Fax • 'ivww.amertcantower.com LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 LICENSE AGREEMENT ATC Contract No: This LICENSE AGREEMENT ("Agreement") is entered into as of the latter signature date hereof ("Effective Date") by and between American Tower Delaware Corporation, a Delaware corporation, with a place of business at 10 Presidential Way, Woburn, MA 01801 ("Licensor")and City of Bremerton,WA, with a place of business at 100 Oyster Bay Avenue N, Bremerton, WA 98312 ("Licensee"). I. TOWER FACILITY INFORMATION: Site Name: West Bremerton Site Number: 83092 Address and/or location of Tower Facility: 1301 Union Avenue, Bremerton, WA 98312-3202 Tower Facility Coordinates: Lat. 47° 32' 52.334" N47.54787064 Long. 122° 42' 16.496"W-122.70458220 II. NOTICE&EMERGENCY CONTACTS: e Licensee's local emergency contact(name and number): Contract's Administrator(360)473-5306. e Licensor's local emergency contact: Network Operations Communications Center (800) 830-3365. • Notices to Licensee shall be sent to Licensee's address above to the attention of Melinda Monroe ® Notices to Licensor shall be sent to Licensor's address above to the attention of Contracts Manager. e Licensor's Remittance Address: American Tower Corporation, 29637 Network Place, Chicago, IL 60673-1296; all payments shall include a reference to the Site Name and Site Number as identified above in Section I. III. PERMITTED USE OF TOWER FACILITY BY LICENSEE: Transmitting and Receiving frequencies: See Exhibit A for specific frequencies. Antenna mount height on tower: See Exhibit A for specific location. All other permitted uses of the Tower Facility including Licensee's Approved Equipment, and the Licensed Space are further described in Section 4 of this Agreement and Exhibits A and B attached hereto. IV. FEES&TERM: Monthly License Fee: Zero and 00/100 Dollars ($0.00), increased by the Annual Escalator on the first anniversary of the Commencement Date of this Agreement and each anniversary of the Commencement Date thereafter during the Term (as defined in Appendix I). Annual Escalator: Four percent(4%). Application Fee: N/A Relocation Application Fee: N/A Site Inspection Fee: N/A Initial Term: A period of five (5) years beginning on the Commencement Date. The "Commencement Date" shall be the earlier of: (i) the date of Licensor's issuance of a NTP or(ii) January 13, 2019. Renewal Terms: 3 additional periods of 5 years each. Connection Fee (as described in Subsection 5(b)): N/A Electricity for operation of Approved Equipment is to be provided by(check one): LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 ' ❑ Licensor, with the cost of such electricity to be paid by Licensee at the initial rate of$ per month ("Utility Fee") subject to adjustment pursuant to Subsection 5(b), OR V Licensee, at its sole expense. V. TERMS&CONDITIONS: The attached terms and conditions are incorporated herein by this reference. VI. OTHER PROVISIONS: Other provisions: (check one): ❑ None ® As listed below A. PCN/PCN Retention Fee/Cross-Default. Licensee, an Affiliate of Licensee or any entity or individual acting on behalf Licensee or an Affiliate of Licensee shall only issue Prior Coordination Notices ("PCNs") for the Permitted Frequencies set forth in Exhibit A and shall not issue PCNs for any other frequencies at this Tower Facility or at any other tower facility owned and/or operated by Licensor unless Licensee has submitted an Application for use of the subject frequencies to Licensor for which a partially executed License Agreement shall be signed by Licensee and returned to Licensor within sixty (60) days of the submittal of the Application. Licensee shall withdraw PCNs filed for any frequencies which are not licensed to Licensee by Licensor, no more than ten (10) days from the date of Licensee's withdrawal of an Application or Licensor's election to not process a Licensee-submitted Application. Failure to comply with the terms of this Subsection A shall constitute an event of default pursuant to Section 21 hereof (a "PCN Default") for which the cure period is set forth in Section 21. In the event Licensee fails to cure a PCN Default within the cure period set forth in Section 21, then, in addition to all other obligations of Licensee under this Agreement, Licensee shall pay Licensor Twenty Five Thousand and 00/100 Dollars($25,000.00) per month as liquidated damages for each tower facility wherein Licensee maintains an active PCN in breach of this Subsection A ("PCN Retention Fee"). Licensor and Licensee acknowledge that holding PCNs in violation of this Subsection A reduces Licensor's opportunity to license space at Licensor's tower facilities and since the actual amount of such lost revenue is difficult to determine, Licensor and Licensee agree that the PCN Retention Fee is a reasonable estimate of the damages that would accrue if a breach occurred. Licensor and Licensee agree that the PCN Retention Fee is fair and reasonable and would not act as a penalty to the breaching Party. The PCN Retention Fee shall be remitted by Licensee within ten (10) days of Licensor's written notice to Licensee of Licensee's uncured default of this Subsection A and Licensee shall continue to remit payment of the PCN Retention Fee on a monthly basis on or before the first day of each calendar month while such default of this Subsection A remains uncured. In the event that Licensor does not receive the PCN Retention Fee on or before the first day of each month, then Licensor may, at its option, declare a default of this Agreement and all agreements between Licensor and Licensee and the PCN Retention Fee shall continue to be due and payable as set forth herein until the time Licensee withdraws the subject PCNs. B. Notwithstanding anything to the contrary in this Agreement,the offer expressed to Licensee in this Agreement shall automatically become null and void with no further obligation by either Party hereto if a structural analysis of the Tower Facility completed after the execution of this Agreement by Licensor but before the commencement of the installation of Licensee's Approved Equipment indicates that the Tower Facility is not suitable for Licensee's Approved Equipment unless Licensor and Licensee mutually agree that structural modifications or repairs shall be made to the Tower Facility on mutually agreeable terms. C. In no event shall Licensee's use of the Tower Facility, or operation of any of its equipment thereon, be conducted in a manner that interferes with Licensor's lighting system located on any of the towers, building systems, or, in the event that Licensee's equipment is installed on the rooftop of a building, with equipment of any kind used by building tenants who are not tenants of Licensor. In the event that such interference does occur, Licensee shall be solely responsible to reimburse Licensor for any and all costs required to modify and/or upgrade Licensor's lighting system, to comply with all necessary FAA/FCC regulations, as a result of said interference. LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 D. Licensor and Licensee agree and acknowledge that Licensee shall be responsible for painting the transmission lines to match the colors of the tower. E. Licensor and Licensee agree and acknowledge that this Agreement is contingent upon the ground lessor's consent. [Signatures appear on next page] LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 IN WITNESS WHEREOF, each Party in consideration of the mutual covenants contained herein, and for other good and valuable consideration, intending to be legally bound, has caused this Agreement to be executed by its duly authorized representative as of the day and year written below; provided, however, that this Agreement shall not become effective as to either Party until executed by both Parties. LICENSOR LICENSEE American Tower Delaware Corporation, City of Bremerton, WA a Delaware corporation ` n By: (1 By VJ Print Name: Daniel Broe Print Name: reg Wheeler Senior Counsel Its: Its: Mayor Date: Z /2 /2,02 O Date: 1 , 2`2.o ZD LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 TERMS AND CONDITIONS 1. DEFINITIONS. Capitalized terms defined in the body of this Agreement are indexed by location in Appendix I attached hereto. Capitalized terms used in Agreement but not defined herein are defined in Appendix I. 2. GRANT OF LICENSE. Subject to the terms of this Agreement, Licensor hereby grants Licensee a non-exclusive license to install, maintain and operate the Approved Equipment at the Licensed Space. All Approved Equipment shall be and remain Licensee's personal property throughout the Term of this Agreement. Licensor shall maintain the Tower Facility in good order and repair, wear and tear, damage by fire, the elements or other casualty excepted. In no event shall Licensee's license as granted herein include rights to use the air space above the Approved Equipment, and Licensor reserves the right to install, construct and/or operate additional improvements or equipment of Licensor or others above Licensee's Approved Equipment, including Licensee's shelter (commonly referred to as "stacking"), provided that such additional improvements or equipment do not materially and adversely interfere with the access to or operation of the Approved Equipment, including Licensee's shelter. Licensee is not required to utilize a stackable shelter, provided that, if Licensee opts to install a shelter that is not stackable and if Licensor receives an offer to license the air space above Licensee's non-stackable shelter by a proposed subsequent user, Licensor may, at its election, upon thirty (30) days' prior written notice require Licensee to replace such non-stackable shelter with a stackable shelter of a comparable size, provided that the proposed subsequent user agrees in writing to be wholly responsible for the cost of Licensee's shelter replacement. Subject to any limitations contained in the Ground Lease, Licensor grants Licensee a right of access to the Tower Facility 24 hours per day, 7 days per week during the Term. Licensor grants Licensee a designated location for the installation of Licensee's utilities over, under or across the Tower Facility (collectively, "Easement"). Licensee shall be responsible for any and all Damage or loss that results from the installation of any cables or utility wires by Licensee or any company or person retained by Licensee (including a public utility company), including, without limitation, any damage or loss that results from the accidental cutting of utility wires or cables of any other party operating at the Tower Facility. Licensor shall provide Licensee with one set of keys and/or codes to access the Tower Facility. Licensee shall be responsible for ensuring that Licensor has, at all times, a complete and accurate written list of all employees and agents of Licensee who have been provided the keys or access codes to the Tower Facility. Licensor shall have the right to continue to occupy the Tower Facility and to grant rights to others to the Tower Facility in its sole discretion. Licensee shall have no property rights or interest in the Tower Facility or the Easement by virtue of this Agreement. If Licensor's right to license space on the Tower Facility to Licensee is subject to a right of first refusal for the benefit of a third party and if such third party exercises its right of first refusal prior to the Commencement Date, Licensor may terminate this Agreement upon written notice to Licensee. 3. EXHIBITS. Within forty-five(45)days following the Commencement Date, Licensee shall provide Licensor with as-built or construction drawings showing the Approved Equipment as installed in both hard copy and electronic form ("Construction Drawings"); such Construction Drawings shall include the location of any shelters, cabinets, grounding rings, cables, and utility lines associated with Licensee's use of the Tower Facility. Upon receipt, Licensor shall attach the Construction Drawings as Exhibit C hereto. In the event that Licensee fails to deliver the Construction Drawings as required by this Section, Licensor may cause such Construction Drawings to be prepared on behalf of Licensee and Licensor shall assess a fee for such Construction Drawings in an amount equal to one hundred twenty percent (120%) of the actual cost of obtaining the Construction Drawings including in-house labor, which upon invoicing shall become immediately due and payable by Licensee. In the event of inconsistency or discrepancy between(a)Exhibit A and Exhibit B hereto, Exhibit A shall govern, and (b) between Exhibit A (with respect to Approved Equipment and antenna locations) together with Exhibit B (with respect to Ground Space installation locations) and Exhibit C hereto, Exhibits A and B shall govern, notwithstanding any approval or signature by Licensor or its agents. Licensee hereby acknowledges and agrees that installation of the Approved LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 Equipment must be in strict accordance with the approved Construction Drawings and Exhibits A and B. Notwithstanding the forgoing, Licensee shall not infer nor shall acceptance of the Construction Drawings by Licensor be deemed to be a representation by Licensor that(i)such Construction Drawings or the plans and specifications described therein are in compliance with federal, state or local laws, ordinances, rules or regulations, (ii) that such installation shall not cause impermissible or unlawful interference, or (iii) that such installation is consistent with Licensee's permitted installation as specifically set forth in Exhibits A and B hereto. 4. USE. Subject to the terms of any Ground Lease, Licensee shall be permitted the non-exclusive right to install, maintain, operate, service, modify and/or replace its Approved Equipment at the Licensed Space, which Approved Equipment shall be utilized for the transmission and reception of wireless voice and data communications signals (such transmission and reception to be solely within the Permitted Frequencies, and, if the Permitted Frequencies include licensed spectrum, within the spectrum licensed to Licensee by the FCC). If as of the Effective Date, Licensee's wireless business consists of a one-way network which requires only that signals be transmitted from the Tower Facility, then notwithstanding the foregoing sentence, Licensee's use of the Tower Facility under this Agreement shall be limited to the transmission of wireless voice and data communications signals from the Tower Facility. Licensee's permitted use with respect to the Licensed Space shall be limited solely to that enumerated in this Section, and, except pursuant to a separate agreement with Licensor, no person or entity other than Licensee shall have the right to install, maintain or operate its equipment or transmit or receive communications at, or otherwise use, the Licensed Space. 5. LICENSE FEES; TAXES; ASSESSMENTS. (a) Monthly License Fee. The Monthly License Fee as adjusted by the Annual Escalator, shall be payable in advance on the first day of each calendar month during the Term beginning upon the Commencement Date. If the Commencement Date is not the first day of a calendar month, the Monthly License Fee for any partial month shall be prorated on a daily basis. (b) Utilities. All utility services installed on the Tower Facility for the use or benefit of Licensee shall be made at the sole cost and expense of Licensee and shall be separately metered from Licensor's utilities. Licensee shall be solely responsible for extending utilities to the Tower Facility as necessary for the operation of the Approved Equipment and for the payment of utility charges including connection charges and security deposits incurred by Licensee. Licensee shall obtain and pay the cost of telephone connections, the installation of which shall be in compliance with the procedures for installation and maintenance of Approved Equipment set forth herein. (c) Taxes. (i) Property Taxes. Licensee shall be responsible for the reporting and payment when due of any tax directly related to Licensee's ownership or operation of the Approved Equipment and such reporting and payment shall be made directly to the appropriate tax authorities. Licensee shall reimburse Licensor in full for any taxes assessed against Licensor but attributed to the Approved Equipment within thirty (30) days of Licensor's request for such reimbursement. Licensor shall pay all property taxes directly assessed against Licensor's property or for which Licensor is obligated to pay under the Ground Lease, provided, however, Licensee shall reimburse Licensee's pro rata share of such taxes. Licensee's pro rata share shall be determined by dividing such taxes evenly among all users Licensor has permitted to utilize any portion of the Tower Facility. Licensee shall reimburse Licensor for such taxes within thirty (30) days of Licensor's request for such reimbursement. (ii) Sales; Use and Other Taxes. Licensor shall be responsible for billing, collecting, reporting, and remitting sales, use and other taxes directly related to any Monthly License Fee or other payments received pursuant to this Agreement. Licensee shall be responsible for reimbursing Licensor for all such sales, use and other taxes billed related to any payments received pursuant to this Agreement. LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 Licensor shall add to the Monthly License Fee or any other payment then due and payable any associated sales, use or other tax, which shall be paid by Licensee at the same time and in the same manner as the Monthly License Fee or other payment due and payable under this Agreement. (d) Federal Use Fees &Assessments. In the event that a particular Licensed Space is at a Tower Facility located on property which is owned by the Bureau of Land Management ("BLM") or the United States Forest Service ("USFS"), Licensee shall reimburse Licensor for any and all fees or assessments attributable to this Agreement or Licensee's use of the Licensed Space paid by Licensor to the BLM or USFS related to such Tower Facility within thirty (30) days of Licensor's request for such reimbursement. (e) Restrictions on Reimbursement. Solely for the purposes of determining Licensee's portion of such taxes,fees, assessments or similar expenses as contemplated in this Section 5 or anywhere else in this Agreement, if any such amounts are determined in whole or in part on the income or profits (aside from gross revenues) of any person or entity, Licensor and Licensee shall agree on a fixed amount (subject to the Annual Escalator, which shall be applied in the same manner as it is applied to the Monthly License Fee), that shall be treated as such tax, fee, assessment or similar expense in lieu of the actual amount, which agreed to amount shall be set forth in an amendment to this Agreement. (f) Payment Address. All payments due under this Agreement shall be made to Licensor at Licensor's Remittance Address shown on page 1 of this Agreement or such other address as Licensor may notify Licensee of in writing. (g) No Set-Off. All payments due under this Agreement shall be due without set-off, notice, counterclaim or demand from Licensor to Licensee. (h) Effect of Partial Payment. No endorsement or statement on any check or letter accompanying a check for payment of any monies due and payable under the terms of this Agreement shall be deemed an accord and satisfaction, and Licensor may accept such check or payment without prejudice to its right to recover the balance of such monies or to pursue any other remedy provided by law or in this Agreement. 6. TERM. (a) Initial Term. The Initial Term of this Agreement shall be as specified on page 1. (b) Renewal Term. The Term of this Agreement may be extended for each of the Renewal Terms as specified on page 1 of this Agreement, provided that at the time of each such renewal, (i) the Ground Lease remains in effect and has not expired or been terminated, (ii) Licensee is not in default hereunder and no condition exists which if left uncured would with the passage of time or the giving of notice result in a default by Licensee hereunder and (iii) the original Licensee identified on page 1 of this Agreement has not assigned, sublicensed, subleased or otherwise transferred any of its rights hereunder. Provided that the foregoing conditions are satisfied, this Agreement shall automatically renew for each successive Renewal Term unless either Party notifies the other in writing of its intention not to renew this Agreement at least one hundred eighty(180)days prior to the end of the then existing Term. (c) Holdover Term. If Licensee fails to remove the Approved Equipment at the expiration of the Term, such failure shall be deemed to extend the Term of this Agreement on a month-to-month basis under the same terms and conditions herein except that (i)a monthly license fee shall be due on or before the first day of every calendar month during such month-to-month term in an amount equal to one hundred fifty percent (150%) of the Monthly License Fee in effect for the last month of the Term prior to the commencement of such month-to-month term ("Holdover Fee"), such Holdover Fee to escalate annually on the anniversary of the Commencement Date by an amount equal to six percent (6%) of the Holdover Fee in effect for the month immediately prior to the month in which such escalation takes place, and (ii)the month-to-month extension shall be terminable upon fifteen (15) days' prior written notice from either LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 Licensor or Licensee to the other; provided, however, nothing contained herein shall grant Licensee the unilateral right to extend the Term of this Agreement after the expiration of the Term. In addition to the monthly license fee payable to Licensor in the event of an extension under this Subsection 6(c), Licensee agrees to indemnify and hold Licensor harmless from any Damages arising out of or in connection with the extension, the operation of the Approved Equipment at the Tower Facility and Licensee's failure to perform all of its obligations under this Agreement at the termination or earlier expiration of this Agreement. 7. COMMON EXPENSES. Licensee shall reimburse Licensor for Licensee's pro-rata share of all common expenses (the "Common Expenses")incurred by Licensor in the installation, operation, maintenance and repair of the Tower Facility, including, but not limited to, the construction, maintenance and repair of a common septic system and field, insurance, common utilities and any and all other costs of operating and maintaining the Tower Facility. Notwithstanding the foregoing, the cost and expenses associated with any Damage which is directly attributable to the acts or omissions of Licensee or Licensee's contractors shall be borne solely by Licensee. Licensee shall not be required to pay any share of costs or expenses incurred to replace the Tower. In the event that Licensee also licenses space within a building or shelter owned by Licensor on the Tower Facility, Licensee shall also reimburse Licensor for its pro-rata share of all Common Expenses incurred for the operation, maintenance, repair and replacement associated with such building or shelter, including, without limitation, the physical structure of the building, HVAC system, and common utility expenses. In the event that Licensee is connected to a generator or back-up power supply owned by Licensor, Licensee shall also reimburse Licensor for its pro-rata share of all expenses incurred for the operation, maintenance, repair and replacement associated with such generator, including, without limitation, fuel expenses. For the purposes of this Section, a"pro-rata share"of costs and expenses shall be determined based on the number of licensees using the Tower Facility (or with respect to a shared shelter or building,the number of licensees using Licensor's shelter or building) on the first day of the month in which an invoice is mailed to Licensee. Licensee shall reimburse Licensor for Common Expenses within thirty (30) days following receipt of an invoice from Licensor. 8. SITE INSPECTION. Concurrent with Licensee's delivery of a fully executed Agreement to Licensor, and before the date of any subsequent modifications to or installation of additional Approved Equipment, Licensee shall pay Licensor the Site Inspection Fee as defined on page 1 of this Agreement. Licensee acknowledges that any site inspection performed by Licensor of Licensee's installation is for the sole purpose and benefit of Licensor and its affiliates, and Licensee shall not infer from or rely on any inspection by Licensor as assuring Licensee's installation complies with any Applicable Laws, that the installation was performed in a good, workmanlike manner or that such installation will not cause impermissible or unlawful interference. 9. LABELING. Licensee shall identify its Approved Equipment, including its equipment cabinets and coaxial cable (at the top and bottom of the Tower) (unless such cabinet is located in a building or cabinet owned by Licensee) by labels with Licensee's name, contact phone number and date of installation. In the event that Licensee fails to comply with this provision and fails to cure such deficiency within ten (10)days of Licensor's written notice of such failure, Licensor may, but is not obligated to, in addition to any other rights it may have hereunder, label the Approved Equipment and assess against Licensee a fee of $1,500 ("Labeling Fee") which shall be payable to Licensor upon receipt of an invoice therefor. Licensor shall not be responsible to Licensee for any expenses or Damages incurred by Licensee arising from the interruption of Licensee's service caused by Licensor if Licensor is unable to identify the Approved Equipment as belonging to Licensee as a result of Licensee's failure to label such Approved Equipment. 10. IMPROVEMENTS BY LICENSEE. (a) Installation and Approved Vendors. Prior to the commencement of any Work on the Tower Facility, Licensee shall submit to Licensor for review and approval, which approval shall not be LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 unreasonably withheld, detailed plans and specifications accurately describing all aspects of the proposed Work. Licensee shall provide notice to Licensor no less than 5 days prior to the date upon which Licensee intends to commence Work at the Tower Facility, together with a construction schedule, so Licensor has the opportunity to be present during any such Work. Licensee shall not commence Work on the Tower Facility until Licensor issues to Licensee a NTP. Licensor shall issue a NTP only upon request from Licensee and receipt of the following complete and accurate documentation: (1) evidence that any contingencies set forth in the approval of Licensee's Application have been satisfied; (2) evidence that Licensee has obtained all required governmental approvals including, but not limited to, zoning approvals, building permits, and any applicable environmental approvals including copies of the same; (3) a copy of the plans and specifications that have been approved by Licensor for the proposed equipment installation; (4) evidence that any party, other than Licensor but including Licensee, that will be performing the Work are on Licensor's approved vendor list, with valid and current worker's compensation and general liability insurance certificates on file with Licensor naming Licensor as an additional insured and which otherwise satisfy the insurance coverage requirements set forth in Subsection 15(d) of this Agreement; and (5) a construction schedule. In no event will a NTP be issued prior to the payment by Licensee of a Relocation Application Fee when required pursuant to Subsection 10(c) of this Agreement. Notwithstanding anything to the contrary in this Agreement, Licensor reserves the right, in its sole discretion, to refuse to permit any person or company to climb the Tower. (b) Structural Analysis/Interference Analysis. Prior to the commencement of any Work on the Tower Facility by or for the benefit of Licensee, Licensor may, in its reasonable discretion, perform or cause to be performed a structural analysis or require a professional engineer's certified letter to determine the availability of capacity at the Tower Facility for the installation or modification of any Approved Equipment and/or additional equipment at the Licensed Space by Licensee. Licensee agrees to remit payment to Licensor for all reasonable costs and expenses incurred by Licensor for such structural analysis or professional engineer's certified letter("Structural Analysis Fee")within thirty(30)days following receipt of an invoice from Licensor. The foregoing charge shall be at Licensor's prevailing rates for the performance of same or the amount Licensor's vendor is then charging Licensor, as applicable. In the event a structural analysis is performed after the execution of this Agreement but prior to the initial installation of the Approved Equipment, and such analysis indicates that the existing Tower cannot accommodate the proposed installation of Licensee's Approved Equipment thereon, Licensor shall notify Licensee that modification of the Tower is required and inform Licensee of the fee Licensor will charge Licensee to complete such modification (which fee shall be a reasonable estimate of Licensor's actual cost of making such modifications). Such modification shall become part of the Tower Facility and be Licensor's sole property. If Licensee elects not to pay such fee, and Licensee and Licensor do not otherwise reach an agreement regarding the costs of such modification, Licensee may terminate this Agreement upon written notice to Licensor. Prior to the commencement of any initial or subsequent construction or installation on the Tower Facility by or for the benefit of Licensee and/or the modification of Licensee's Permitted Frequencies propagated from the Licensed Space, Licensor may elect to perform a shared site interference study ("SSIS") and Licensee shall pay Licensor a fee of$1,600.00 per study ("SSIS Fee"), as adjusted annually on the anniversary of the Commencement Date by a percentage rate equal to the Annual Escalator. This fee shall be payable at the time Licensee pays the Relocation Application Fee where required pursuant to Subsection 10(c) of this Agreement, or immediately upon receipt of notice from Licensor that Licensor has determined that a SSIS is required. In the event a SSIS is performed after the execution of this Agreement by Licensor but prior to the installation of Licensee's Approved Equipment, and such SSIS indicates that the proposed installation of Licensee's Approved Equipment on the Tower is acceptable, such an indication in no way relieves Licensee of its obligations under Section 11 herein. (c) Equipment; Relocation, Modification, Removal. Licensor hereby grants Licensee reasonable access to the Licensed Space for the purpose of installing and maintaining the Approved Equipment and its appurtenances. Except as otherwise provided, Licensee shall be responsible for all site Work to be done on the Licensed Space or the Easement pursuant to this Agreement. Licensee shall provide all materials and shall pay for all labor for the construction, installation, operation, maintenance and repair of the Approved Equipment. Licensee shall not construct, install or operate any equipment or improvements on the Tower Facility other than those which are described on Exhibit A, alter the Permitted Frequencies, or alter the operation of the Approved Equipment. Licensee shall submit an Application, LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 utilizing Licensor's then current form, to request the right to replace or modify its Approved Equipment, alter the Permitted Frequencies or increase the Ground Space, which Application shall be accompanied by a Relocation Application Fee. Licensor shall evaluate for approval the feasibility of Licensee's request, which approval shall be in Licensor's sole discretion. Licensee acknowledges that any such relocation or modification of the Approved Equipment may result in an increase in the Monthly License Fee. An amendment to this Agreement shall be prepared to reflect each addition or modification to Licensee's Approved Equipment to which Licensor has given its written consent and the resulting increase in the Monthly License Fee, if any. Licensee shall have the right to remove all Approved Equipment at Licensee's sole expense on or before the expiration or earlier termination of the License provided Licensee repairs any damage to the Tower Facility or the Tower caused by such removal.Within thirty(30)days of the expiration or termination of this Agreement for any reason, Licensee shall: (i) remove the Approved Equipment and any other property of Licensee at the Tower Facility at Licensee's sole risk, cost, and expense; (ii) deliver the Licensed Space in substantially the same and in as good a condition as received (ordinary wear and tear excepted); and (iii) repair any damage caused by the removal of the Approved Equipment within ten (10) days of the occurrence of such damage. If Licensee fails to timely pay the Holdover Fee or does not remove its Approved Equipment within thirty(30)days after the expiration or termination of this Agreement, (i)the Approved Equipment shall be deemed conclusively and absolutely abandoned by Licensee and anyone claiming by, through, or under Licensee except for Hazardous Materials and waste and Approved Equipment containing Hazardous Materials and waste; and (ii) Licensor shall have the right to remove the Approved Equipment at Licensee's sole expense and dispose of such Approved Equipment in any manner Licensor so elects, and Licensee shall reimburse Licensor for its expenses upon demand without off-set. 11. RF INTERFERENCE!USER PRIORITY. (a) Definitions. For purposes of this Section 11, the following capitalized terms shall have the meanings set forth herein: (i) Interference includes any performance degradation, misinterpretation, or loss of information to a radio communications system caused by unwanted energy emissions, radiations, or inductions, but shall not include permissible interference as defined by the FCC, and in addition, with regard to Unlicensed Frequencies, congestion. (ii) Licensed Frequencies are those certain channels or frequencies of the radio frequency spectrum that are licensed by the FCC in the geographic area where the Tower Facility is located. (iii) A Licensed User is any user of the Tower Facility, including Licensee, which transmits and/or receives Licensed Frequencies at the Tower Facility, but only with respect to such Licensed Frequencies. (iv) A Priority User is any Licensed User of the Tower Facility that holds a priority position in relationship to Licensee for protection from Interference, as determined in this Section 11, which status is subject to change as set forth herein. (v) A Subsequent User is any user of the Tower Facility that holds a subordinate position in relationship to Licensee for protection from Interference, as determined in this Section 11, which status is subject to change as set forth herein. (vi) Unlicensed Frequencies are those certain channels or frequencies of the radio frequency spectrum that are not licensed by the FCC and are available for use by the general public in the geographic area where the Tower Facility is located. (vii) An Unlicensed User is any user of the Tower Facility, including Licensee, which transmits and/or receives Unlicensed Frequencies at the Tower Facility, but only with respect to such Unlicensed Frequencies. LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 (b) Information. Licensee shall cooperate with Licensor and with other lessees, licensees or occupants of the Tower Facility for purposes of avoiding Interference and/or investigating claims of Interference. Upon request, Licensee, within ten (10) days of Licensor's request, shall provide Licensor with a list of Licensee's transmit and receive frequencies and Approved Equipment specifications necessary to resolve or investigate claims of Interference. (c) Unlicensed Frequencies. Notwithstanding any other provision contained herein, as among Licensor, Licensee and other users of the Tower or Tower Facility, (i)an Unlicensed User shall have no priority with respect to any other FCC Unlicensed Users with respect to Interference; and (ii) an Unlicensed User's rights and obligations with respect to such Interference shall be determined and governed by FCC Rules and Regulations and any other Applicable Law. Licensor expressly disclaims any and all warranties and accepts no responsibility for management, mediation, mitigation or resolution of Interference among FCC Unlicensed Users operating at the Tower Facility and shall have no liability therefor. (d) Licensed Frequencies. Subject to FCC Rules and Regulations and other Applicable Law, the Parties acknowledge and agree that the accepted industry standard for priority protection from Interference between multiple Licensed Users has been based on the priority of occupancy of each user to another user of the Tower or Tower Facility, which priority has been based on the order of submittal of its collocation Application by each user of the Tower or Tower Facility. Should the application of FCC Rules and Regulations and other Applicable Law not resolve any claims of Interference consistent with Subsections 11(e), 11(f) and 11(g) below, as among Licensor, Licensee and other users of the Tower Facility, (i)each Licensed User's priority shall be maintained so long as the Licensed User does not change the equipment and/or frequency that it is entitled to use at the Tower Facility at the time of its initial occupancy; and (ii) Licensee acknowledges and agrees that if Licensee replaces its Approved Equipment or alters the radio frequency of the Approved Equipment to a frequency range other than as described on page 1 of this Agreement, Licensee will lose its priority position for protection from Interference with regard to Approved Equipment operating at the new frequency in its relationship to other Licensed Users which are in place as of the date Licensee replaces its Approved Equipment or alters its radio frequency, consistent with this Section 11. (e) Correction. (i) Licensee. Licensee agrees not to caUse Interference with the operations of any other user of the Tower or Tower Facility and to comply with all'other terms and provisions of this Section 11 imposed upon Licensee. If Licensor determines, in its reasonable discretion based on standard and accepted engineering practices, that Licensee's Approved Equipment is causing Interference to the installations of Licensor or a Priority User, Licensee shall, within 48 hours of notification from Licensor, take such actions as are necessary to mitigate or eliminate the Interference, with the exception of ceasing Licensee's operations. If Licensee cannot mitigate or eliminate such Interference within the 48 hour period, Licensor may file a complaint with the FCC (currently the FCC's Enforcement Bureau, Spectrum Enforcement Division) or if such other user of the Tower Facility which is subject to Interference from Licensee's Approved Equipment is a Priority User, then upon the request of such Priority User consistent with Licensor's contractual obligations owed to the Priority User, Licensor may require that Licensee turn off or power down its interfering Approved Equipment and only power up or use such Approved Equipment during off-peak hours specified by Licensor in order to test whether such Interference continues or has been satisfactorily eliminated. If Licensee is unable to resolve or eliminate, to the satisfaction of Licensor, such Interference within thirty(30)days from Licensee's initial notification thereof, Licensee will immediately remove or cease operations of the interfering Approved Equipment. (ii) Licensor. Upon the request of Licensee, Licensor hereby covenants to take commercially reasonable efforts to prohibit a Subsequent User from causing Interference with the operations of Licensee to the extent Licensee is a Priority User pursuant this Section 11. If Licensor determines, in its reasonable discretion based on standard and accepted engineering practices, that a Subsequent User's equipment is causing Interference to the installations of Licensee, upon Licensee's LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 ' request, Licensor shall, within 48 hours of request, commence such actions as are necessary to mitigate or eliminate the Interference, with the exception of ceasing Subsequent User's operations. (iii) Government Users. Notwithstanding the foregoing, if another user of the Tower or Tower Facility is a governmental entity, Licensor shall give such governmental entity written notice of the Interference within 5 Business Days of Licensor's determination that such action is reasonably necessary. Licensor shall have the right to give the governmental entity 5 Business Days, or more as specified in the governmental site or occupancy agreement or as required by Applicable Law, from the receipt of such notice prior to Licensor being required to take any actions required by this Subsection 11(e) to cure such Interference. (f) FCC Requirements Regarding Interference. Nothing herein shall prejudice, limit or impair Licensee's rights under Applicable Law, including, but not limited to, FCC Rules and Regulations to redress any Interference independently of the terms of this Section 11. Notwithstanding anything herein to the contrary, the provisions set forth in this Section 11 shall be interpreted in a manner so as not to be inconsistent with Applicable Law, including, but not limited to, FCC Rules and Regulations and nothing herein relieves Licensee from complying with all Applicable Laws governing the propagation of radio frequencies and/or radio frequency interference. The Parties acknowledge that currently FCC Rules and Regulations govern the obligations of wireless telecommunication service providers with respect to the operation of equipment and use of frequencies. Consequently, the provisions set forth in this Section 11 are expressly subject to CFR, Title 47, including but not limited to Part 15, et seq, governing Radio Frequency Devices; Part 20, et seq,governing commercial mobile radio services; Part 24, et seq, governing personal communications services; and Part 90, et seq, governing private land mobile radio services. In addition, in accordance with good engineering practice and standard industry protocols, licensees employ a wide range of techniques and practices, including those involving the use of proper types of equipment as well those related to the adjustment of operating parameters, in a mutually cooperative effort to identify and mitigate sources of Interference. The obligation of Part 20 licensees, including, but not limited to, private paging, specialized mobile radio services, cellular radiotelephone service and personal communications services, to avoid Interference is set forth in 47 CFR Part 90, Subpart N — Operating Requirements, §90.403(e). Claims of Interference are ultimately cognizable before the FCC's Enforcement Bureau, Spectrum Enforcement Division. Licensee shall observe good engineering practice and standard industry protocols, applying such commercially reasonable techniques as constitute best practices among licensees, in the deployment of their frequencies and the operation of the Approved Equipment. If Licensee deploys its frequencies or operates the Approved Equipment in a manner which prevents any other user of the Tower or Tower Facility from decoding signal imbedded in their licensed frequencies such that the Spectrum Enforcement Division makes a determination that Licensee is the cause of the Interference and Licensee fails or refuses to mitigate or eliminate the Interference within the time and in the manner prescribed by the Spectrum Enforcement Division, Licensee shall be default of this Agreement and the remedies set forth in Section 22 shall apply. (g) Public Safety Interference. As of the Commencement Date, Licensor and Licensee are aware of the publication of FCC Final Rule, Private Land Mobile Services; 800 MHz Public Safety Interference Proceeding, Federal Register: November 22, 2004 (Volume 69, Number 224), Rules and Regulations, Page 67823-67853 ("Final Rule"). Claims of Interference made by or against users which are public safety entities shall be in compliance with the Final Rule as and when effective, or otherwise in accordance with FCC Rules and Regulations. (h) AM Detuning. The parties acknowledge that the FCC Rules and Regulations govern the obligations of Licensee with respect to the operation of the Approved Equipment. Consequently, the provisions set forth in this Agreement are expressly subject to the FCC Rules and Regulations, including, but not limited to 47 C.F.R. §§ 27.63, 22.371 and 73.1692. Licensee agrees, at Licensee's sole cost, to comply with the foregoing as well as any and all other FCC Rules, Regulations and public guidance relating to AM detuning as such provisions currently exist or are hereafter modified. Licensee shall be fully responsible for any pre and/or post installation testing for AM interference at the Tower Facility and for the installation of any new detuning apparatus or the adjustment of any existing detuning apparatus that may be necessary to prevent adverse effects on the radiation pattern of any AM station caused by the installation LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 of the Approved Equipment. Licensee shall provide Licensor with written proof of such compliance. In the event that Licensee determines that pre or post-installation testing for AM interference is not required at the Tower Facility, such a determination shall be at Licensee's sole risk. If Licensee or Licensor receives a complaint of interference from an AM broadcast station after the Approved Equipment is added to a Tower or a Tower is modified to accommodate Licensee, Licensee shall eliminate such interference within thirty (30)calendar days of the receipt of such complaint. Licensee's failure to eliminate such interference within such thirty(30)day period shall constitute a default under this Agreement and Licensor shall have the right to eliminate such interference at Licensee's expense. Licensee further agrees to indemnify Licensor in the event that Licensee's failure to comply with the FCC Rules and Regulations prior to installation/modification of the Approved Equipment results in any administrative investigation, proceeding or adjudication with respect to Licensor. 12. SITE RULES AND REGULATIONS. Licensee agrees to comply with the reasonable rules and regulations established from time to time at the Tower Facility by Licensor, which may be modified by Licensor from time to time upon receipt by Licensee of such revised rules and regulations. Such rules and regulations will not unreasonably interfere with Licensee's use of the Licensed Space under this Agreement. 13. DESTRUCTION; CONDEMNATION. (a) Destruction. If the Tower or other portions of the improvements at the Tower Facility owned by Licensor are destroyed or so damaged as to materially interfere with Licensee's use and benefits from the Licensed Space, Licensor or Licensee shall be entitled to elect to cancel and terminate this Agreement on the date of such casualty and any unearned Monthly License Fee paid in advance of such date shall be refunded by Licensor to Licensee within thirty (30) days of such termination date. Notwithstanding the foregoing, Licensor may elect, in its sole discretion, to restore the damaged improvements, in which case Licensee and Licensor shall remain bound to the terms of this Agreement but Licensee shall be entitled to an abatement of the Monthly License Fee during the loss of use. If the Tower is so damaged that reconstruction or repair cannot reasonably be undertaken without removing the Approved Equipment, then (i) Licensor may, upon giving written notice to Licensee, remove any of the Approved Equipment and interrupt the signal activity of Licensee, (ii) Licensee may, at Licensee's sole cost and expense, install temporary facilities pending such reconstruction or repair, provided such temporary facilities do not interfere with the construction, rebuilding or operation of the Tower, (iii) Licensor agrees to provide Licensee alternative space, if available, on the Tower or at the Tower Facility during such reconstruction/repair period and (iv) should Licensor not substantially restore or replace the Tower in a fashion sufficient to allow Licensee to resume operations thereon within 6 months of the date of casualty, provided that such 6 month period shall be automatically extended for so long as Licensor has commenced and diligently continues to restore or replace such Tower, and Licensee's operation has been materially disrupted for sixty(60) or more consecutive days, then Licensee, upon thirty(30) days' prior written notice to Licensor, may terminate this Agreement. (b) Condemnation. If the whole or any substantial part of the Tower Facility shall be taken by any public authority under the power of eminent domain or in deed or conveyance in lieu of condemnation so as to materially interfere with Licensee's use thereof and benefits from the Licensed Space, then this Agreement shall terminate on the part so taken on the date of possession by such authority of that part, and Licensor or Licensee shall have the right to terminate this Agreement and any unearned Monthly License Fee paid in advance of such termination shall be refunded by Licensor to Licensee within thirty (30) days following such termination. Notwithstanding the foregoing, Licensor may elect to rebuild the Tower or other improvements affected by such condemnation at an alternate location or property owned, leased or managed by Licensor, in which case Licensee and Licensor shall remain bound hereby. Upon such relocation of the Tower or improvements, the Licensed Space shall be modified to include the new Tower or improvements and the property on which the same are located and this Agreement shall be amended accordingly to clarify the rights of Licensor and Licensee with respect to the Licensed Space. Licensee agrees not to make a claim to the condemning authority for any condemnation award to the extent such claim shall diminish or affect the award made to Licensor with regard to such condemnation. LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 (c) License Fee Abatement. The Monthly License Fee with respect to the affected Tower Facility shall be abated during any period that the Tower has not been restored following an event described in Subsections (a) or (b) above so long as Licensee is unable to continue to operate from a temporary location at the Tower Facility during any period of restoration. 14. COMPLIANCE WITH LAWS. Licensor shall be responsible for compliance with any marking and lighting requirements of the FAA and the FCC applicable to the Tower Facility, provided that if the requirement for compliance results from the presence of the Approved Equipment on the Tower, Licensee shall pay the costs and expenses therefor (including any lighting automated alarm system so required). Licensee has the responsibility of carrying out the terms of Licensee's FCC license with respect to tower light observation and notification to the FAA if those requirements imposed on Licensee are in excess of those required of Licensor. Notwithstanding anything to the contrary in this Agreement, Licensee shall at all times comply with all Applicable Laws and ordinances and all rules and regulations of municipal, state and federal governmental authorities relating to the installation, maintenance, location, use, operation,and removal of the Approved Equipment and other alterations or improvements authorized pursuant to the provisions of this Agreement. 15. INDEMNIFICATION; INSURANCE. (a) Mutual Indemnity. Subject to the mutual waiver of subrogation set forth in Section 27, Licensee and Licensor each indemnifies the other against and holds the other harmless from any and all costs, demands, Damages, suits, expenses, or causes of action (including reasonable attorneys fees and court costs)which arise out of the use and/or occupancy of the Licensed Space by the Indemnifying Party. This indemnity does not apply to any Claims to the extent arising from the gross negligence or intentional misconduct of the Indemnified Party. (b) Limits on Indemnification. Neither Party shall be responsible or liable to any of the foregoing Indemnified Parties for any Damages arising from any claim to the extent attributable to any acts or omissions of other licensees or users occupying the Tower Facility or for any structural or power failures or destruction or damage to the Tower Facility except to the extent caused by the sole, joint, or concurrent gross negligence or willful misconduct of such Party. (c) Survival. The provisions of this Section 15 shall survive the expiration or earlier termination of this Agreement with respect to any events occurring on or before expiration or termination of same whether or not Claims relating thereto are asserted before or after such expiration or termination. (d) Insurance. Licensor and Licensee shall keep in full force and effect, during the Term of this Agreement, insurance coverage in accordance with Appendix II attached hereto. 16. LIMITATION OF PARTIES' LIABILITY. NEITHER LICENSOR NOR LICENSEE SHALL BE RESPONSIBLE FOR, AND HEREBY WAIVES ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED RESULTING FROM (i) LICENSEE'S USE OR LICENSEE'S INABILITY TO USE THE TOWER FACILITY, OR (ii) DAMAGE TO THE OTHER'S EQUIPMENT. If Licensor shall fail to perform or observe any term, condition, covenant or obligation required to be performed or observed by it under this Agreement or is charged with an indemnity obligation hereunder, and if Licensee shall, as a consequence thereof, recover a money judgment against Licensor (whether compensatory or punitive in nature), Licensee agrees that it shall look solely to Licensor's right, title and interest in and to the Tower Facility and the Tower for the collection of such judgment, and Licensee further agrees that no other assets of Licensor shall be subject to levy, execution or other process for the satisfaction of Licensee's judgment, and that Licensor shall not be personally liable for any deficiency. 17. DISCLAIMER OF WARRANTY. LICENSOR SITE NAME/NUMBER:West Bremerton/83092 • LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ASSOCIATED WITH THE TOWER FACILITY OR THE TOWER. LICENSEE HEREBY ACCEPTS THE TOWER FACILITY "AS IS, WHERE IS, WITH ALL FAULTS." 18. NOTICES. All notices, demands, approvals, requests and other communications shall be in writing to such Party at the address listed in the introductory paragraph of this Agreement (and in each case, in the event of notice to Licensor, with a copy of such notice to American Towers LLC, 116 Huntington Avenue, Boston, MA 02116, Attention: General Counsel) or at such other address as such Party shall designate by notice to the other Party hereto in accordance with this Section 18 (the "Notice Address") and may be personally delivered; mailed, via United States certified mail, return receipt requested; or transmitted by overnight courier for next Business Day delivery, and, if not delivered personally, shall be deemed to be duly given or made 2 Business Days after deposit with the applicable carrier or courier. Notices will be deemed to have been given upon either receipt or rejection. Notwithstanding the foregoing, (i) any notice that is given by a Party may be given by the attorneys for that Party and shall be deemed effective for all purposes herein, and (iii) only notices, letters, documents, or instruments threatening to declare or declaring such addressee or recipient in default under this Agreement shall be required to be sent to the attorneys representing such addressee or recipient, if the name and address of such attorney is provided for herein. 19. ASSIGNMENT; SUBLEASING. Licensee may not, directly or indirectly, assign this Agreement as a whole, or any portion of Licensee's rights, title and interests hereunder without Licensor's prior written consent. In no event may Licensee sublet, sublease, or permit any use of the Tower Facility or Licensed Space by any other party. Any permitted assignee shall expressly assume, and become bound by, all of Licensee's obligations under this Agreement. Licensor may freely assign, transfer, or sublease this Agreement and, in such event, Licensor shall be relieved of all of its obligations under this Agreement from and after the date of such assignment or transfer. Licensee shall pay Licensor a fee of $500.00 (which fee shall increase annually on each anniversary of the Commencement Date by a percentage rate increase equal to the Annual Escalator) in each instance in which Licensee requests Licensor to consent to an assignment of this Agreement or in which Licensee seeks an estoppel certificate, non-disturbance agreement, subordination agreement or other similar agreement to defray the administrative cost incurred by Licensor to process such requests, prepare and process any necessary documentation, and modify its database and other information systems to reflect any such agreement. Such fee is due upon submission of Licensor's request and is hereby deemed fully earned by Licensor upon receipt. Notwithstanding anything to the contrary, Licensor may condition its consent to any assignment, on among other things, (i) requiring that the assignee execute a new form of license agreement so long as the Monthly License Fee and Initial and Renewal Terms of such agreement are consistent with those set forth in this Agreement, and (ii) requiring the assignee to demonstrate that it maintains at the time of such assignment, as evidenced by current financial statements provided to Licensor,a financial position reasonably demonstrating the ability of such assignee to meet and perform the obligations of Licensee hereunder through the unexpired balance of the then current Initial Term or Renewal Term. Any purported assignment by Licensee in violation of the terms of this Agreement shall be void. This Agreement shall be binding upon the successors and permitted assigns of both Parties. 20. SUBORDINATION TO GROUND LEASE. The Parties acknowledge and agree that in the event Licensor's rights in the Licensed Space and/or any part of the Tower Facility is derived in whole or part pursuant to an underlying lease, sublease, permit, easement or other right of use agreement (a "Ground Lease"), all terms, conditions and covenants contained in this Agreement shall be specifically subject to and subordinate to the terms and conditions of the applicable Ground Lease. In the event that any of the provisions of the Ground Lease are in conflict with any of the provisions of this Agreement (other than those provisions relating to the length of term, termination rights or financial consideration),the terms of the Ground Lease shall control. Further, Licensee agrees to comply with the terms of such Ground Lease as applicable to the access and occupancy of the LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 • Licensed Space. Notwithstanding anything contained in this Agreement to the contrary, if the Ground Lease expires or is terminated for any reason, this Agreement shall terminate on the effective date of such termination and Licensor shall have no liability to Licensee as a result of the termination of this Agreement. Licensor is under no obligation to extend the term of or renew the Ground Lease. Licensor shall give Licensee written notice of such termination or expiration of this Agreement as a result of the termination or expiration of the Ground Lease as soon as practicable. Unless prohibited by the terms of such Ground Lease, upon Licensee's written request, Licensor shall provide a copy of any applicable Ground Lease with the economic terms and other terms that Licensor deems reasonably confidential redacted. 21. DEFAULT. The occurrence of any of the following instances shall be considered to be a default or a breach of this Agreement by Licensee: (i)any failure of Licensee to pay the Monthly License Fee, or any other charge for which Licensee has the responsibility of payment under this Agreement, within ten (10) Business Days of the date following written notice to Licensee from Licensor, or its designee, of such delinquency, it being understood, however, that Licensor is obligated to provide such notice only two times in each calendar year, and the third instance of the failure to pay the Monthly License Fee or any other charge shall be an immediate default without notice to Licensee if not paid within ten (10) Business Days of the date when due; (ii) except for a PCN Default for which the cure period is set forth in clause (iv) below, any failure of Licensee to perform or observe any term, covenant, provision or condition of this Agreement which failure is not corrected or cured by Licensee within thirty (30) days of receipt by Licensee of written notice from Licensor, or its designee, of the existence of such a default; except such thirty (30) day cure period shall be extended as reasonably necessary to permit Licensee to complete a cure so long as Licensee commences the cure within such thirty (30) day cure period and thereafter continuously and diligently pursues and completes such cure; (iii) failure of Licensee to abide by the Interference provisions as set forth in Section 11; (iv) a PCN Default occurs that Licensee fails to cure within ten (10) days of Licensor's written notice to Licensee, or its designee of the existence of such default; (v) Licensee shall become bankrupt, insolvent or file a voluntary petition in bankruptcy, have an involuntary petition in bankruptcy filed against Licensee which cannot be or is not dismissed by Licensee within sixty(60) days of the date of the filing of the involuntary petition,file for reorganization or arrange for the appointment of a receiver or trustee in bankruptcy or reorganization of all or a substantial portion of Licensee's assets, or Licensee makes an assignment for such purposes for the benefit of creditors; (vi) this Agreement or Licensee's interest herein or Licensee's interest in the Tower Facility are executed upon or attached; (vii) Licensee commits or fails to perform an act which results in a default under or nonconformance with the Ground Lease by Licensor and the same shall not be cured within 5 Business Days (or such shorter time as permitted under the Ground Lease to cure) of the date following written notice to Licensee from Licensor, or its designee, of such default; or (viii) the imposition of any lien on the Approved Equipment except as may be expressly authorized by this Agreement, or an attempt by Licensee or anyone claiming through Licensee to encumber Licensor's interest in the Tower Facility, and the same shall not be dismissed or otherwise removed within ten (10) Business Days of written notice from Licensor to Licensee. 22. REMEDIES. In the event of a default or a breach of this Agreement by Licensee and after Licensee's failure to cure the same within the time allowed Licensee to cure such default, if applicable, then Licensor may, in addition to all other rights or remedies Licensor may have hereunder at law or in equity, (i) terminate this Agreement by giving written notice to Licensee, stating the date upon which such termination shall be effective, accelerating and declaring to be immediately due and payable the then present value of all Monthly License Fees and other charges or fees which would have otherwise been due Licensor absent a breach of this Agreement by Licensee, discounted by an annual percentage rate equal to five percent (5%), (ii)terminate electrical power to the Approved Equipment, and/or (iii) remove the Approved Equipment without being deemed liable for trespass or conversion and store the same at Licensee's sole cost and expense for a period of thirty (30) days after which the Approved Equipment, other than Hazardous Materials, will be deemed conclusively abandoned if not claimed by Licensee. Licensee shall pay all reasonable attorney's fees, court costs, removal and storage fees (including any damage caused thereby), and other items of cost reasonably incurred by Licensor in recovering the Monthly License Fee or other fee or charge. LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 Licensee shall not be permitted to claim the Approved Equipment until Licensor has been reimbursed for removal and storage fees. Past due amounts under this Agreement will bear interest from the date upon which the past due amount was due until the date paid at a rate equal to eighteen percent(18%)per annum, or at a lower rate if required by law in the state in which this Agreement is to be performed. In addition, Licensee shall be assessed a late payment fee equal to twenty-five percent (25%) of the then-current Monthly License Fee for any payment or reimbursement due to Licensor under this Agreement which is overdue by ten (10) days or more and such fee shall be assessed for each thirty(30)day period thereafter that any such amount (or portion thereof) remains unpaid. 23. GOVERNMENTAL APPROVALS; PERMITS. In the event that any governmental permit, approval or authorization required for Licensor's use of, operation of, or right to license space to Licensee at the Tower Facility is terminated or withdrawn by any governmental authority or third party as part of any governmental, regulatory, or legal proceeding, Licensor may terminate this Agreement. Licensee hereby agrees that in the event of a governmental or legal order requiring the removal of the Approved Equipment from the Tower, the modification of the Tower, or the removal of the Tower, Licensee shall remove the Approved Equipment promptly, but in no event later than the date required by such order, at Licensee's sole cost and expense. Licensor shall cooperate with Licensee in Licensee's efforts to obtain any permits or other approvals that may be necessary for Licensee's installation and operation of the Approved Equipment, provided that Licensor shall not be required to expend any funds or undertake any liability or obligation in connection with such cooperation. Licensor may elect to obtain such required approvals or permits on Licensee's behalf, at Licensee's sole cost and expense. In no event may Licensee encourage, suggest, participate in or permit the imposition of any restrictions or additional obligations whatsoever on the Tower Facility or Licensor's current or future use or ability to license space at the Tower Facility as part of or in exchange for obtaining any such approval or permit. In the event that Licensee's shelter or cabinets are installed above a third-party or Licensor-owned shelter or building, Licensee shall be solely responsible for obtaining any required approvals, or permits in connection with such shelter or cabinet installation, excepting the consent of other users at the Tower Facility and/or the ground landlord which shall remain the sole responsibility of Licensor where required. 24. REPLACEMENT OF TOWER/RELOCATION OF APPROVED EQUIPMENT. (a) Replacement of Tower. Licensor may, at its election, replace or rebuild the Tower or a portion thereof. Such replacement will (i) be at Licensor's sole cost and (ii) not result in an interruption of Licensee's communications services beyond that which is necessary to replace the existing Tower. If Licensee, in Licensee's reasonable discretion, cannot operate the Approved Equipment from the existing Tower during such replacement or rebuild of the Tower, Licensee may establish, at Licensee's sole cost, a temporary facility on the Tower Facility to provide such services as Licensee deems necessary during any such construction by Licensor so long as adequate space is then available.The location of such temporary facilities shall be subject to Licensor's approval. The Monthly License Fee due hereunder shall be abated for any period during which Licensee is prevented from broadcasting from the existing Tower due to such replacement or relocation. At the request of either Party, Licensor and Licensee shall enter into an amendment to this Agreement to clarify the rights of Licensor and Licensee to the new Tower Facility. (b) Relocation of Approved Equipment. In the event another Paying Carrier(as hereinafter defined) desires to occupy the space on the Tower (which includes any necessary vertical separation as determined by Licensor) where Licensee's Approved Equipment is then located (the"Trigger Condition"), Licensor reserves the right to require Licensee to decide whether to (i) terminate this Agreement, (ii) relocate Licensee's Approved Equipment located at the Tower Facility, at Licensee's sole cost and expense, to another antenna mount height on the Tower, or (iii) increase the Monthly License Fee to that which would initially be paid by the Paying Carrier("Paying Carrier Rate'), all in accordance with the terms and provisions provided in this Subsection 24(b). Upon the Trigger Condition occurring, Licensor may notify Licensee in writing ("Relocation Notice") that the Trigger Condition has occurred and if other spaces or antenna mount heights are available to accommodate Licensee's Approved Equipment on the Tower (without the requirement of any improvements to the Tower by Licensor), indicate which other spaces or antenna mount heights are so available and, also, indicate the Paying Carrier Rate. Within ten (10) LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER:Meter Monitor ATC 83092/MM001 Business Days of Licensee's receipt of the Relocation Notice, Licensee will be required to inform Licensor in writing of its election either to (A) increase the Monthly License Fee to the Paying Carrier Rate (which would thereafter be subject to escalation of the Monthly License Fee generally as otherwise provided in this Agreement) and continue to occupy the same space or antenna mount height on the Tower; (B) provided other spaces or antenna mount height are available on the Tower, relocate Licensee's Approved Equipment to one of the other such spaces or antenna mount height as specified in the Relocation Notice; or (C) remove Licensee's Approved Equipment from Tower and terminate this Agreement. If Licensee elects option (A), then such election shall be effective and the Monthly License Fee shall increase effective upon the eleventh Business Day after Licensee's receipt of the Relocation Notice without further act or deed. If Licensee elects option (B), if such option is available, and notifies Licensor that it elects to relocate its Approved Equipment to a particular antenna mount height or space specified in the Relocation Notice, Licensee shall have forty-five (45) days of Licensee's receipt of the Relocation Notice to relocate its Approved Equipment on the Tower to such elected space or antenna mount height at Licensee's sole cost and expense, such relocation to be subject to all of the terms and conditions of this Agreement otherwise imposed. If Licensee elects or is deemed to elect option (C), Licensee will remove its Approved Equipment from the Tower Facility within forty-five (45) days of Licensee's receipt of the Relocation Notice, such removal to be subject to all terms and conditions of this Agreement otherwise imposed. If Licensor fails to receive notice from Licensee within such ten(10) Business Day period as to whether Licensee elects option (A), (B) or (C), then Licensee shall be deemed conclusively to have elected option (C). If Licensee elects option (B) or elects or is deemed to elect option (C), if Licensee fails to relocate or remove the Approved Equipment within such time period as required above,TIME BEING OF THE ESSENCE,then the Approved Equipment shall be deemed conclusively and absolutely abandoned by Licensee and anyone claiming by, through, or under Licensee except for Hazardous Materials and waste and equipment containing Hazardous Materials and waste, which shall be removed by Licensee from the Tower Facility immediately; and Licensor shall have the right to remove the Approved Equipment at Licensee's sole expense and dispose of such Approved Equipment in any manner Licensor so elects, and Licensee shall reimburse Licensor for its expenses upon demand without off-set. For purposes of this Subsection, a"Paying Carrier" is a paying carrier or potential licensee of Licensor which, through a written Application or offer, offers to monetarily compensate Licensor for the right to use the space on the Tower included in the Licensed Space. (c) Tower Removal: If during the term of this Agreement Licensor determines based on engineering structural standards generally applied to communications towers that the Tower is or has become structurally unsound such that pursuant to generally accepted industry safety standards the Tower or a portion thereof must be removed,then, upon ninety(90)days' prior written notice to Licensee, Licensor may, in its sole discretion either(i) remove the Tower and terminate this Agreement effective as of the date of such removal, or (ii) modify the Tower and relocate Licensee's Approved Equipment to an alternative location on the modified Tower. If Licensee and Licensor are not able to agree on an alternative location on the modified Tower for the installation of Licensee's Approved Equipment within the foregoing ninety (90) day notice period, then Licensee or Licensor may elect to terminate this Agreement. 25. EMISSIONS. If antenna power output ("RF Emissions") is presently or hereafter becomes subject to any restrictions imposed by the FCC or other governmental agency for RF Emissions standards on Maximum Permissible Exposure ("MPE") limits, or if the Tower Facility otherwise becomes subject to federal, state or local rules, regulations, restrictions or ordinances, Licensee shall comply with Licensor's reasonable requests for modifications to the Approved Equipment which are reasonably necessary for Licensor to comply with such limits, rules, regulations, restrictions or ordinances and Licensor shall use commercially reasonable efforts to cause all other licensees of the Tower Facility to promptly comply. If Licensor requires an engineering evaluation or other power density study be performed to evaluate RF Emissions compliance with MPE limits, then all reasonable costs of such an evaluation or study shall be paid proportionately by Licensee and all other licensees of the Tower within thirty(30)days of Licensor's request therefor. If said study or a study sponsored by any governmental agency indicates that RF Emissions at the Tower Facility do not comply with MPE limits,then Licensee and Licensor, each for itself, shall immediately take any and all steps necessary to ensure that it is individually in compliance with such limits, up to and including cessation of operation, until a maintenance program or other mitigating measures can be implemented to comply with LICENSOR SITE NAME I NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 MPE and in addition, Licensor shall use commercially reasonable efforts to cause all other licensees of the Tower to take similar steps necessary to ensure that they are individually in compliance with such limits. 26. ENVIRONMENTAL. Licensee covenants that it will not use, store, dispose, or release any Hazardous Substances on the Tower Facility in violation of Applicable Law. Licensee agrees to indemnify and save harmless Licensor against any and all Claims, liabilities, causes of action, Damages, orders, judgments, and clean-up costs arising from Licensee's breach of any of the covenants contained in this Section 26. The obligations of Licensee to indemnify Licensor pursuant to this Section 26 shall survive the termination or expiration of this Agreement. 27. SUBROGATION. (a) Waiver. Licensor and Licensee waive all rights against each other and any of their respective consultants and contractors, agents and employees,for Damages caused by perils to the extent covered by the proceeds of the insurance provided herein, except such rights as they may have to the insurance proceeds. All insurance policies required under this Agreement shall contain a waiver of subrogation provision under the terms of which the insurance carrier of a Party waives all of such carrier's rights to proceed against the other Party. Licensee's insurance policies shall provide such waivers of subrogation by endorsement. Licensee shall require by appropriate agreements, written where legally required for validity, similar waivers from its contractors and subcontractors. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. (b) Mutual Release. Notwithstanding anything in this Agreement to the contrary, Licensor and Licensee each release the other and its respective affiliates, employees and representatives from any Claims by them or any one claiming through or under them by way of subrogation or otherwise for Damage to any person or to the Tower Facility and to the fixtures, personal property, improvements and alterations in or on the Tower Facility that are caused by or result from risks insured against under any insurance policy carried by each and required by this Agreement, provided that such releases shall be effective only if and to the extent that the same do not diminish or adversely affect the coverage under such insurance policies and only to the extent of the proceeds received from such policy. 28. GOVERNING LAW. This Agreement shall be governed by the laws of the state in which the Tower Facility is located, with the exception of its choice of laws provisions. If any provision of this Agreement is found invalid or unenforceable under judicial decree or decision, the remaining provisions of this Agreement shall remain in full force and effect. Any approval, consent, decision, or election to be made or given by a Party may be made or given in such Party's sole judgment and discretion, unless a different standard (such as reasonableness or good faith) is provided for explicitly. 29. MISCELLANEOUS. Upon Licensor's written request, Licensee shall promptly furnish Licensor with complete and accurate information in response to any reasonable request by Licensor for information about any of the Approved Equipment or utilities utilized by Licensee at the Tower Facility or any of the channels and frequencies utilized by Licensee thereon. In the event that this Agreement is executed by Licensor, its Affiliates or any trade name utilized by Licensor or its Affiliates and such signatory does not hold the real Tower Facility or leasehold interest in the affected Tower Facility, the execution of this Agreement shall be deemed to have been properly executed by Licensor or Licensor's Affiliate which properly holds such interest in the affected Tower Facility. Upon the termination or expiration of this Agreement, Licensee shall immediately upon the request of Licensor deliver a release of any instruments of record evidencing such Agreement. LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 Notwithstanding the expiration or earlier termination of this Agreement, Sections 15, 16, 17, and 26 shall survive the expiration or earlier termination of this Agreement. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision herein (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly agreed to in writing by the affected Party. This Agreement constitutes the entire agreement of the Parties hereto concerning the subject matter herein and shall supersede all prior offers, negotiations and agreements, whether written or oral. No revision of this Agreement shall be valid unless made in writing and signed by authorized representatives of both Parties. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. The Parties agree that a scanned or electronically reproduced copy or image of this Agreement shall be deemed an original and may be introduced or submitted in any action or proceeding as a competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce or tender an original, executed counterpart of this Agreement and without the requirement that the unavailability of such original, executed counterpart of this first be proven. 30. CONFIDENTIALITY. Neither Party shall use the other's name, service mark or trademark in any public announcement or advertisement without the prior written consent of the other Party, which may be withheld in such Party's sole and absolute discretion. The submission of this Agreement for examination and negotiation does not constitute an offer to license,or a reservation of, or option for, any portion of the Tower Facility, and Licensee shall have no right to use or occupy any portion of the Tower Facility or any appurtenant easement area hereunder until the execution and delivery of this Agreement by both Licensor and Licensee. ATTACHED EXHIBITS: Exhibit A: List of Approved Equipment and location of the Licensed Space Exhibit B: Site Drawings indicating the location of Ground Space for Licensee's equipment shelter or space in Licensor's building (as applicable) Exhibit C: As-Built Drawings or Construction Drawings to be attached within forty-five (45) days after the Commencement Date in accordance with Section 3 Appendix I: Definitions Appendix II: Insurance LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 Exhibit A List of Approved Equipment and location of the Licensed Space Exhibit A Customer Name: ATC Asset Name: ATC Asset#: CITY OF BREMERTON,WA WEST BREMERTON 83092 Customer Site Name: Customer Site#: Meter Monitor ATC 83092 MM001 GROUND SPACE REQUIREMENTS Total Lease Area Sq.Ft:9.00' Primary Contiguous Lease Area L:3.00' W:3.00' H: Sq.Ft:9.00 Tenant H-Frame 3.00' 3.00' N/A 9.00 Outside Primary Lease Area N/A N/A N/A Sq.Ft:N/A BACKUP POWER REQUIREMENTS Generator:N/A Capacity(KW):N/A Fuel Tank Size(gal):N/A Fuel Type:N/A Fuel Tank Setback(radius):N/A UTILITY REQUIREMENTS Power Provided By:Utility Company Direct Telco/Interconnect:Microwave TRANSMITTER&RECEIVER SPECIFICATIONS Type:TX/RX Quantity:1 TX Power(watts):20 ERP(watts):160.763 ANTENNA EQUIPMENT SPECIFICATIONS Type OMNI N/A N/A N/A N/A N/A Manufacturer Amphenol Antel N/A N/A N/A N/A N/A Model# 4240.09-875-Tx N/A N/A N/A N/A N/A Dimensions HxWxD 106.3"x 2.1"x 2.1" N/A N/A N/A N/A N/A Weight(lbs.) 19.8 N/A N/A N/A N/A N/A Location Tower N/A N/A N/A N/A N/A RAD Center AGL 178.0' N/A N/A N/A N/A N/A Antenna Tip Height 182.4' N/A N/A N/A N/A N/A Antenna Base Height 173.6' N/A N/A N/A N/A N/A Mount Type Stand-Off N/A N/A N/A N/A N/A Quantity 1 N/A N/A N/A N/A N/A Azimuths/Dir.of 360 N/A N/A N/A N/A N/A Radiation Quant.Per 1 N/A N/A N/A N/A N/A Azimuth/Sector TX/RX Frequency MHz N/A N/A N/A N/A N/A Units TX Frequency 901-941 Not set yet N/A N/A N/A N/A N/A RX Frequency 901-941 Not set yet N/A N/A N/A N/A N/A Using Unlicensed No N/A N/A N/A N/A N/A Frequencies? Antenna Gain 9.1 N/A N/A N/A N/A N/A Total#of Lines 1 N/A N/A N/A N/A N/A Line Quant.Per 1 N/A N/A N/A N/A N/A Azimuth/Sector Line Type Coax N/A N/A N/A N/A N/A Line Diameter Size 1 1/4"Coax N/A N/A N/A N/A N/A Line Configuration N/A N/A N/A N/A N/A N/A OAA739487 LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 Exhibit B Site Drawing indicating the location of Ground Space for Licensee's equipment shelter or space in Licensor's building (as applicable) Licensee shall not commence installation until Licensor has approved in writing said drawing and attached it hereto. :.,-il A AMwtlCAN TON-Or ' A.T.ENGINEERING SERVICE,PLLC 3500 REGENCY PARKWAY SUITE 100 1 CARY,NC 27518 PHONE:(919)400-0112 . SPECIFICARON AS INSTRUMENTS OF SERVICE.ARE THE - EXCLUSIVE PROPERTY Of LESSORSITE OWNER AND .-,. THEIR USE AND PUBLICATION SHALL BE RESTRICTED TO - THE ORIGINAL SITE FOR WHICH THEY ARE PREPARED. ,_ REUSE.REPRODUCTION OR PUBLICATION BY ANY METHOD.IN WHOLE OR IN PART.IS PROHIBITED EXCEPT BY N PERMISSION FROM TTLE I.IESE MANS HALL 49-D AND VISUAL CONTACT WITH THEM SHALL ACCEPTANCE LESSOR/SITE NSTTUTE IMA FACIE OF E. ' Tx ALL MEASUREMENTS AND LOCATIONS USED IN THIS DESIGN ARE APPROXIMATE AND LESSOR/SITE OWNER MAKES NO REPRESENTARONS OR WARRANRES AS TO ATC _ (EMPTY) " UNDERGROUND o u1MEH Rout FEATURES. d ,ETC.MS am MITEo 10 X 16 r_1 DESIGN SHALL NOT SE USED FOR CONSTRUCTION PURPOSES AND LESSEE SHOULD CONTACT AND UTILIZE CON. PAD • A UTILITY LOCATOR SERVICE PRIOR TO COMMENCING . ATC SITE NUMBER: 83092 /' III♦ LATTICE TOWER ATC SITE NAME: `GRAVEL WEST BREMERTON e. SURFACE) WASHINGTON 0'-0 W VCITY O BREMERTON WA , I—,PROPOSED LEGEND U 0 L 0 GROUNDING TEST WELL GROUND GROUND SPACE AV,AN AIR VENT _ 5' ATS AUTOMATIC TRANSFER SWITCH BOLLARD m �. C CABINET III D' CS COAX SHROUD CSC CELL SITE CABINET D DISCONNECT .. E ELECTRICAL MI ITS X R F FIBER SHELTER$ GEN GENERATOR GROUND SPACE I, G GENERATOR RECEPTACLE HH,V HAND HOLE,VAULT HFC HYDROGEN FUEL CELL \ _— J HSM HYDROGEN STORAGE MATERIAL IB ICE BRIDGE //� KLC KENTROX BOX LIGHTING CHAIN LINK FENCE W/J LPG LIQUID PROPANE GAS BARBED WIRE M METER 9.-0*GATE OHW OVERHEAD WIRE / / P POWER PB PULL BOX PP POWER POLE T TELCO TRN TRANSFORMER -——BUFFER ------GROUND SPACE(LEASE AREA) _-----EASEMENT DRAWN BY: H.DEGROOT DATE DRAWN: 09/17/2018 CUSTOMER: CITY OF BREMERTON WA ATC PROJECT NO.: OAA739487 SITE PLAN LAYOUT GRAPHIC SCALE PROPOSAL 10 0 5 10 SHEET NUMBER: AUDITED BY (IN FEET) SITE-1 ON 1 UNIT=10 FEET LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 Exhibit C As Built Drawings or Construction Drawings To be attached hereto within forty-five (45) days after the Commencement Date. ANTENNA HEIGHT CONFIRMATION CHECKLIST /�=l i+C.�A► 0 C::0W - _ OPERATIONS PROCEDURE Effective Date: June 01, 2005 Revision: 1.0 CUSTOMER: 7"'--1 pV_ CONTACT: Cr LOCATION:05 LOCATION: ti,n�. a��►- PHONE: PHONE: o2 o c,- FAX: FAX: DATE: L//� 2 410v PAGES: Site Name &Stater ��jf�� uL vSite Number: $. g STRUCTURE .MEASUREMENTS & METHODS Actual Heights Recorded in Field Support Structure Height 'AGL (No.Antennas or Equipment) (accurate within ±3' verticall Y) Overall. Structure Height _, AGL (Including Lightning Rod and Equipment) (accurate within �3' verticall Y� Method Used for Measurement ❑Tape Measure ❑Total Station ❑ Other: ANT E NNA ME AS UJUL...,MEX.TT5 Indicate Qty, Manufacturer, Model #, length, and tip height of all new and existing eq on tower Quantity Manufacturer EQ Type Model Number Length. Tip Height Amp 7- To o r FCC/ATC SIGNAGE REQUIREMENTS FCC Tower Registration Number: FCC Tower Registration is Not Required: ❑ Confirmed, FCC Number or "Not Required" Posted on ATC sign? ❑ No ❑ Yes Number of American Tower Signs Posted? Number of RF Program Notice Signs Posted? Number of Yellow RF Area Signs Posted? Number of Red RF Warning Signs Posted? FAA MARKING AND/OR LIGHTING Is the structure marked (painted)? F] No 4N Yes Is lighting installed? ❑ No ❑ Yes see below If lighting is installed, check the type of light installed at each level: Neight AGL Red Beacon Red Obstruction Medium. White Obstruction Dual Red/White (L-864) (L-81 O)Single/ Double 24Hr (L-865) (L-864/L-865) 'AGL ❑ [:1 S / ❑ D ❑ ❑ AGL ❑ El S / ❑ D ❑0 'AGL ❑ ❑ S/❑D ❑ ❑ .'AGL ❑ ❑ S/❑D ❑ ❑ CERTIFICATION: The ucture, antenna, and lighting measurements are accurate to within ±3' vertically. 3' ATC Site Supervisor: (signature) Date: Tower Contractor: (signature) Date: �u I'leight Conftnnation Checklist Revised: l /29,'02•SLA \ cn 0 LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 • Appendix I Defined Terms Affiliate(s): Any corporation, partnership, limited liability company or other entity that (i) is controlled directly or indirectly(through one or more subsidiaries) by Licensee, (ii) is the successor or surviving entity by a merger or consolidation of Licensee pursuant to Applicable Law, or (iii) purchases all or substantially all of the assets of Licensee. For purposes of this definition, "control" means the possession of the right through the ownership of fifty percent(50%)or more of the shares with voting rights to effectively direct the business decisions of the subject entity. Agreement: defined in the introductory paragraph. Annual Escalator: defined in Section IV. Applicable Law: All applicable statutes, ordinances, laws, regulations and directives of any federal, state or local governmental unit, authority or agency having jurisdiction over a Licensed Space or affecting the rights and obligations of Licensor or Licensee under this Agreement, including without limitation, the Communications Act of 1934, as amended from time to time, FCC Rules and Regulations, and the rules, regulations and written policies and decisions of the FAA. Application: defined in Section IV. Application Fee: defined in Section IV. Approved Equipment: the communications system, including antennas, radio equipment, cabling and conduits, shelter and/or cabinets and other personal property owned or operated by Licensee at the Licensed Space, as defined in Exhibit A or B to this Agreement. BLM: defined in Subsection 5(d). Business Day: a day other than a Saturday, Sunday or legal holiday for commercial banks under the laws of the United States or the state in which the Tower Facility is located. Claims: demands, claims, suits, actions, proceedings or investigations brought against a Party by an unrelated or unaffiliated person or entity. Commencement Date: defined in Section IV. Common Expenses: defined in Section 7. Connection Fee: defined in Section IV. Construction Drawings: defined in Section 3. Damages: debts, liabilities, obligations, losses, damages, excluding consequential or punitive damages, costs and expenses, interest (including, without limitation, prejudgment interest), penalties, reasonable legal fees, court costs, disbursements and costs of investigations, deficiencies, levies, duties and imposts. Easement: defined in Section 2. Effective Date: defined in the introductory paragraph. FAA: the United States Federal Aviation Administration or any successor federal agency established for the same or similar purpose. LICENSOR SITE NAME/NUMBER:West Bremerton/83092 • LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 FCC: the United States Federal Communications Commission or any successor federal agency established for the same or similar purpose. FCC Rules and Regulations: All of the rules, regulations, public guidance, written policies and decisions governing telecommunications generally and wireless telecommunications specifically as promulgated and administered by the FCC, which on the Effective Date includes, but is not limited to, those administered by the Wireless Telecommunications Bureau of the FCC and more specifically referenced as the Code of Federal Regulations, title 47, parts 0 through 101, as amended. Final Rule: defined in Subsection 11(g). Ground Lease: defined in Section 20. Ground Space: The portion of the Tower Facility licensed for use by Licensee to locate a portion of the Approved Equipment thereon, in the square footage amount depicted on Exhibit B of this Agreement. In no event shall the Ground Space include the air space or rights above the Approved Equipment located in the Ground Space. Hazardous Substances: Any hazardous material or substance which is or becomes defined as a hazardous substance, pollutant or contaminant subject to reporting, investigation or remediation pursuant to Applicable Law;any substance which is or becomes regulated by any federal, state or local governmental authority; and any oil, petroleum products and their by-products. Holdover Fee: defined in Subsection 6(c). Indemnified Party: any person or entity entitled to indemnification under Section 15 hereof. Indemnifying Party: any person or entity obligated to provide indemnification under Section 15 hereof. Initial Term: defined in Section IV and referenced in Subsection 6(c). Interference: defined in Subsection 11(a)(i). Labeling Fee: defined in Section 9. Licensed Frequencies: defined in Subsection 11(a)(ii). Licensed Space: Location of the Approved Equipment on the Tower and at the Ground Space as more specifically described in Exhibits A and B attached hereto. Licensed User: defined in Subsection 11(a)(iii). Licensee: defined in the introductory paragraph. Licensor: defined in the introductory paragraph. Monthly License Fee: defined in Section IV and referenced in Subsection 5(a). MPE: defined in Section 25. Notice Address: defined in Section 18. NTP (Notice to Proceed): Written notice from Licensor to Licensee acknowledging that all required documentation for the construction and installation of the Approved Equipment has been received and LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 • approved by Licensor and Licensee is authorized to commence its installation of the Approved Equipment at the Licensed Space, as more particularly set forth in Subsection 10(a) of this Agreement. Paying Carrier: defined in Subsection 24(b). Paying Carrier Rate: defined in Subsection 24(b). Party(ies): Licensor or Licensee. PCN Default: defined in Subsection VI.A. PCN Retention Fee: defined in Subsection VI.A. PCNs: defined in Subsection VI.A. Permitted Frequencies: defined in Section III. Priority User: defined in Subsection 11(a)(iv). Relocation Application Fee: defined in Section IV. Relocation Notice: defined in Subsection 24(b). Remittance Address: defined in Section II. Renewal Term(s): defined in Section IV and referenced in Subsection 6(b). RF Emissions: defined in Section 25. Site Inspection Fee: defined in Section IV. SSIS: defined in Subsection 10(b). SSIS Fee: defined in Subsection 10(b). Structural Analysis Fee: defined in Subsection 10(b). Subsequent User: defined in Subsection 11(a)(v). Term: Initial Term and each Renewal Term which is effected pursuant to Section 6 of this Agreement. Tower: A communications or broadcast tower owned and operated by Licensor and located at the Tower Facility. Tower Facility: Certain real property owned, leased, subleased, licensed or managed by Licensor shown on page 1 of this Agreement, on which a Tower owned, leased, licensed or managed by Licensor is located. Trigger Condition: defined in Section 24(b). Unlicensed Frequencies: defined in Subsection 11(a)(vi). Unlicensed User: defined in Subsection 11(a)(vii). Utility Change Event: defined in Subsection 5(b). LICENSOR SITE NAME/NUMBER:West Bremerton/83092 • LICENSEE SITE NAME/NUMBER:Meter Monitor ATC 83092/MM001 Utility Fee: defined in Section IV. USFS: defined in Section 5(d). Work: all work relating to the construction, installation, relocation and reconfiguration of Licensee's Approved Equipment on the Tower Facility, including without limitation, construction management, construction of an equipment pad, installation or modification of lines, antennas, shelters and equipment cabinets. LICENSOR SITE NAME/NUMBER:West Bremerton/83092 LICENSEE SITE NAME/NUMBER: Meter Monitor ATC 83092/MM001 Appendix II Insurance A. Licensor shall maintain in full force during the Term of this Agreement the following insurance: 1. Worker's Compensation Insurance with statutory limits in accordance with all applicable state, federal and maritime laws, and Employers' Liability Insurance with minimum limits of $500,000.00 per accident/occurrence, or in accordance with all applicable state, federal and maritime laws. 2. Commercial General Liability Insurance (Bodily Injury and Tower Facility Damage), the limits of liability of which shall not be less than $1,000,000.00 per occurrence. 3. An umbrella policy of not less than Five Million Dollars ($5,000,000.00). The above insurance shall provide that Licensee will receive not less than thirty (30) days written notice prior to any cancellation of, or material change in coverage. The insurance specified in this Item A shall contain a waiver of subrogation against Licensee and shall name Licensee as an additional insured, and shall be primary over any insurance coverage in favor of Licensee but only with respect to and to the extent of the insured liabilities assumed by Licensor under this Agreement and shall contain a standard cross- liability endorsement. B. Licensee shall maintain in full force during the Term of this Agreement and shall cause all contractors or subcontractors performing Work on any Licensed Space prior to the commencement of any such Work on behalf of Licensee to maintain the following insurance: 1. Worker's Compensation Insurance with statutory limits in accordance with all applicable state, federal and maritime laws, and Employers' Liability Insurance with minimum limits of $500,000.00 per accident/occurrence, or in accordance with all applicable state, federal and maritime laws. 2. Commercial General Liability Insurance (Bodily Injury and Tower Facility Damage), the limits of liability of which shall not be less than $1,000,000.00 per occurrence. 3. An umbrella policy of not less than Five Million Dollars ($5,000,000.00). The above insurance shall provide that Licensor will receive not less than thirty (30) days written notice prior to any cancellation of, or material change in coverage. The insurance specified in this Item B shall contain a waiver of subrogation against Licensor and shall name Licensor as additional insured, and shall be primary over any insurance coverage in favor of Licensor but only with respect to and to the extent of the insured liabilities assumed by Licensee under this Agreement and shall contain a standard cross-liability endorsement. C. Notwithstanding the foregoing insurance requirements, (a)the insolvency, bankruptcy, or failure of any insurance company carrying insurance for either Party, or failure of any such insurance company to pay Claims accruing, shall not be held to waive any of the provisions of this Agreement or relieve either Party from any obligations under this Agreement, and (b) Licensor reserves the right, from time to time, to increase the required liability limits described above in Items A and/or B in accordance with then-current customary insurance requirements in the tower industry nationally. AGENDA BILL CITY OF BREMERTON CITY COUNCIL X11 .......................................... a .. a .......... ■ ............................ a • . SUBJECT: Telecommunications Facilities Study Session Date: August 14, 2019 Lease Agreement Amendment No. 2 with COUNCIL MEETING Date: August 21, 2019 Seattle SMSA Limited Partnership d/b/a Department: Public Works Verizon Wireless Presenter: Melinda Monroe Phone: X360) 473-5306 SUMMARY: The current Telecommunications Facilities Lease Agreement with Seattle SMSA Limited Partnership d/b/a Verizon Wireless expired July 31. 2019, and is for the existing north tower on parcel 292401-2-002-2008 located on Water Utility property. SMSA has held this lease since 2004. This Amendment would extend the lease until July 31, 2020. giving the City and ATC time to negotiate a long-term lease. Additionally, this amendment names American Tower as the management agent via Power of Attorney. ATTACHMENTS: Telecommunications Facilities Lease Agreement Amendment No. 2 and Power of Attorney (as support only, not incorporated into the lease). FISCAL IMPACTS (Include Budgeted Amount): None. The amendment maintains current payment schedule and Lease payments remain the sarne increasing by CPI for the next 12 months. STUDY SESSION AGENDA: X Limited Presentation IFull Presentation STUDY SESSION ACTION: Consent Agenda General Business . Public Hearing RECOMMENDED MOTION: Move that the City enter into a Telecommunications Facilities Lease Agreement Amendment No. 2 for the communication site on parcel 292401-2-002-2008 with Seattle SMSA Limited Partnership d/b/a Verizon Wireless, and authorize the Mayor to finalize and execute the amendment with substantially the same terms and conditions as presented. COUNCIL ACTION: ,h Approve ❑ Deny ❑ Table ❑ Continue Form Updated 01/02/2018 ❑ No Action AMENDMENT NO. 2 TO TELECOMMUNICATIONS FACILITIES LEASE AGREEMENT BETWEEN THE CITY OF BREMERTON AND SEATTLE SMSA LIMITED PARTNERSHIP D/B/A VERIZON WIRELESS CONTRACT Gold Mountain Tower Lease Parcel: 292401-2-002-2008, Lease no. 83092 COB contract number 2898 LESSEE Seattle SMSA Limited Partnership d/b/a Verizon Wireless DATE: August 1, 2019 THIS AMENDMENT SPECIFICALLY AMENDS THE TELECOMMUNICATIONS FACILITIES LEASE AGREEMENT entered into between the City of Bremerton and Seattle SMSA Limited Partnership d/b/a Verizon Wireless on August 1, 2004 and as modified on July 31, 2009 (the "Lease" � All provisions in the Lease, as amended, shall remain in full force and effect except as expressly modified by this document. Whereas, Lessee and/or its parent, affiliates, subsidiaries and other parties identified therein, entered into a sublease agreement with American Tower Delaware Corporation, a Delaware ,corporation and/or its parents, affiliates and subsidiaries ("American Tower"), pursuant to which American Tdwer subleases, manages, operates and maintains, as applicable, the property leased by Lessee, all as more particularly described therein; and Whereas, Lessee has granted American Tower a limited power of attorney (the "POA") to, among other things, prepare, negotiate, execute, deliver, record and/or file certain documents on behalf of Lessee, all as more particularly set forth in the POA; and Whereas, the Lease, as previously amended, but without giving effect to the terms of this Amendment, includes five-year renewal options to extend the Lease to expire on July 31, 2019 at the latest; and Whereas, the final option to extend the Lease has been exercised, and the parties wish to execute a second Amendment to the Lease to extend the Lease as set forth herein; now therefore: Section 5. Term of Lease, is modified as follows: The termination date of the Lease is extended from July 31, 2019 to July 31, 2020. This Amendment does not limit the City's right to bring a claim for past performance. Contract Modification Contract Number 2898 Rev. 07/18 Page 1 of 2 This document will become a supplement of the lease and all provisions will apply hereto. It is understood that this Amendment shall be effective when fully executed by both parties. The parties whose names appear below warrant that they are authorized to enter into a lease that is binding on the parties of this Amendment. In addition, to the extent applicable, Lessee warrants that it has or will inform the surety of this change and shall take appropriate action to modify any bonds required under the Lease to address this change. IN WITNESS WHEREOF, the parties have executed this Amendment, effective as of August 1, 2019. Public Works Director, Thomas Knuckey, approved to proce '� /ffnitials and Date) LESSEE Seattle SMSA Limited Partnership d/b/a Verizon Wireless By: American Tower Delaware Corporation, a Delaware corporation Its: Atto y -in -Fact 1 //17 By: Print Name: Carol Maxima Its: Date: Senior Counsel, US Tower APPROVED AS TO FORM: By:. ^v 1.•101 ROGER A. LUBOVICH, Bremerton City Attorney NOTICES TO BE SENT TO: Contract Modification Contract Number 2898 Rev. 07/18 Page 2 of 2 THE CITY OF BREMERTON By. W Print Na<je Greg Wheeler Its: Mavor Date: 0� 1 20 ATTEST: =I � mw gai'mommmej NOTICES TO BE SENT TO: POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS THAT each of the entities identified on Schedule "A" attached hereto and by this reference made a p iI hereof as a Verizon Company (collectively , the "Companies" or "Verizon Wireless") as of the Aii'' day of , 2015 does hereby make, constitute and appoint AMERICAN TOWERS LLC, AMERICAN TOWER DELAWARE CORPORATION, CALIFORNIA TOWER, INC. and SPECTRASITE COMMUNICATIONS, LLC (collectively, "American Tower") whose address is 116 Huntington Avenue, 1 I 1 Floor, Boston, MA 02116, as its true and lawful attorney-in-fact in its name, place, and stead in the capacities as stated for the limited purposes hereafter set forth, with full power and authority to do and perform all of the following functions and to exercise all of the following powers that Verizon Wireless might or could do in connection with the leases, licenses, easements, permits or similar agreements for the communications facilities described herein: To negotiate, execute, deliver, purchase, take assignment of and/or record, as applicable, any agreement reasonably required to effectuate the extension of term of possession (which may include adding or modifying other terms and provisions of such agreements that American Tower, in its reasonable business judgment, determines are desirable or necessary) of the existing sites governed by (a) the Alltel Sublease, (b) the ATC PV Sublease and (c) the SSI PV Sublease (each such existing site a "Property" or collectively, the "Properties"), together with such other documents and instruments reasonably necessary to implement, give effect to, or provide notice with respect to, such agreements and the subject matter thereof (such amendments, agreements or other documents and instruments, collectively defined herein as the "POA Extension Documents"). American Tower shall be solely responsible for any and all financial or operational obligations created or extended by a POA Extension Document, as well as any other new obligations (operational or otherwise) created by a POA Extension Document; provided, however that in no event shall American Tower agree to any obligation, term, provision or condition in a POA Extension Document that will result in an adverse impact on Verizon Wireless' ability to conduct its network operations at such Site subject to the POA Extension Document. 1. All parties dealing with American Tower, in its capacity as attorney-in-fact hereunder, in connection with the undersigned's affairs as described herein may fully rely upon the power and authority of American Tower, in its capacity as attorney-in-fact hereunder, to act for the undersigned and on the undersigned's behalf and in the undersigned's name, and may accept and rely upon POA Extension Documents entered into by, executed by, sent, and/or delivered by American Tower, in its capacity as attorney-in-fact hereunder. 2. Notwithstanding the foregoing, this Power of Attorney instrument shall not and does not grant to American Tower the authority and power to enter into any amendment if the total financial consideration for an individual Property exceeds Two Million and 00/100 Dollars ($2,000,000.00) for any committed financial obligation. 3. This Power of Attorney shall only be revocable as provided herein, and shall be and is effective as of the date of full execution, and shall only remain effective as to (A) the ATC PV Sublease and the SSI PV Sublease sites, until their respective revocation or termination as set forth herein, and as to (B) each site governed by the Alltel Sublease, upon the earlier of (i) the exercise of American Tower's purchase option for any such site, or (ii) their revocation or termination as set forth herein. Notwithstanding the foregoing, the Parties acknowledge and agree that the POAs with respect to any particular site shall expire upon expiration or termination of Verizon Wireless' ground interest at such Page I of 8 Site (provided, however, that Verizon Wireless' ground interest shall not be deemed to have been terminated for any period during which Verizon Wireless continues its operations at such Site as a holdover tenant). This Power of Attorney may be revoked and terminated by Verizon Wireless in the event (i) American Tower performs any acts or makes any representations not within the scope of authority granted therein, (ii) American Tower executes any amendments, documents or other agreements on behalf of Verizon Wireless not authorized herein, (iii) American Tower, through its exercise of it POA or execution of a POA Extension Document impairs or impedes Verizon Wireless' ability to conduct its network operations at a Site in a manner that cannot be or is not fully redressed by American Tower's performance of the indemnification obligations, as determined by Verizon Wireless in its commercially reasonable discretion, (iv) American Tower violates any applicable federal, state or local laws or regulations in the course of its exercise of this Power of Attorney, (v) Verizon Wireless makes a good faith determination that the continued existence of this Power of Attorney creates a conflict with any regulatory or legal requirements governing Verizon Wireless or its affiliates, (vi) the rights under the Alltel Sublease of any of the Verizon Wireless parties to such Alltel Sublease are assigned to any person or entity not controlled by Verizon Communications Inc., or (vii) any of such Verizon Wireless parties becomes controlled by a person or entity or group of persons or entities other than, and not controlling, controlled by or under common control with, Verizon Communications Inc., or Verizon Communications Inc. becomes controlled by a person or entity or group of persons or entities or merges or consolidates with any other entity and such person, entity, group of persons or entities has a good faith material business justification for requesting that Verizon Wireless revoke and terminate this Power of Attorney. Unless terminated or revoked earlier as provided herein, this Power of Attorney shall expire on December 31, 2099. 4. Within ten (10) business days of written request therefor, Verizon Wireless hereby agree and covenant to execute and deliver to American Tower and/or other parties designated by American Tower, such other reasonably required documents and instruments, including, without limitation, affidavits, certifications, confirmations, and/or other agreements, to verify and confirm that this Power of Attorney instrument has not been revoked, rescinded, terminated, modified or amended and that this Power of Attorney instrument is in full force and effect and/or to otherwise facilitate the closing of the amendments. Within ten (10) business days of written request therefor, American Tower hereby agrees and covenants to execute and deliver to Verizon Wireless and/or other parties designated by Verizon Wireless, any reasonably required documents and instruments, including, without limitation, affidavits, certifications, confirmations, and/or other agreements, to verify and confirm the revocation or termination of this Power of Attorney, if applicable. 5. Verizon Wireless hereby acknowledge and agree that American Tower may derive benefit, either directly or indirectly, tangible or intangible, or for full or nominal consideration, from or in connection with the amendments and the closing of the same and hereby expressly agrees that nothing contained in this Power of Attorney instrument shall prohibit or be construed or deemed to prohibit the derivation of such benefit by American Tower, 6. American Tower, by executing this Power of Attorney instrument, hereby accepts the foregoing appointment as attorney-in-fact for Verizon Wireless with full knowledge of the duties and responsibilities imposed upon it. 7. This Power of Attorney and the rights of American Tower, in its capacity as attorney-in- fact hereunder, shall be governed by the laws of the State of [insert appropriate jurisdiction]. 8. This Power of Attorney instrument may be executed in several counterparts, each of which when so executed and delivered, shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, even though all parties are not signatories to the original or Page 2 of 8 the same counterpart. 9. if it is later discovered by Verizon Wireless or American Tower that there are any Properties owned or operated by legal entities other than those appearing on Schedule A hereto, the parties agree to amend this Power of Attorney to revise Schedule A to include any such entity(ies). (Signatures commence on thefollowing page) Page 3 of 8 IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be duly executed and delivered this ZAtdav of , 2015. WITNESSES: Signature: Print Name: Margar Salemi Signature: 'p-4. v , Ll Print Name: Dwi�jllVoods STATE OF NEW JERSEY COUNTY OF SOMERSET COMPANIES and VERIZON WIRELESS By: Cv�" k,j /' Name: Michael Haberman Title: Authorized Signer, on behalf of each of the Companies in the capacity set forth on Schedule A ACKNOWLEDGEMENT Be it remembered that on theday or/06 , 2015, before me, the undersigned Notary Public, personally appeared Michael Haberman, personally known to me (or proved to me on the basis of satisfactory evidence of identification to be the person whose name is subscribed to the within instrument) and this person acknowledged under oath, to my satisfaction that: (a) he is the Authorized Signatory of each of the Companies in the capacity set forth on Schedule A; (b) he is authorized to execute the attached instrument on behalf of the Companies; (c) he executed the attached instrument on behalf of and as the act of the Companies; and (d) the attached instrument was signed and made by the Companies, each as a duly authorized and voluntary act. Witness my hand and official seal. a&.e �-V - &9 Notary Public My Commission Expires: Arlene C. Bell Commission # 2047583 (Signatut-es continue on following page) Notary Public, State of New Jersey My Commission Expires August 3, 2018 (SEAL) Page 4 oi' 8 IN WITNESS WHEREOF, t e undersigned have caused this Power of Attorney to be duly executed and delivered this -&-day of , 2015. WITNESSES: �- r Signature: 061---- Pri Name: itit / A AMERICAN TOWER By:t//wiz%/�Y/�1� Name: Edmund DiSadto Title: Executive Vice President, General Counsel & Chief Administrative Officer ACKNOWLEDGEMENT COMMONWEALTH OF MASSACHUSETTS COUNTY OF SUFFOLK Be it remembered that on the _ly_ day of OC�'�' , 2015, before me, the undersigned Notary Public, personally appeared Edmund DiSanto, personally known to me (or proved to me on the basis of satisfactory evidence of identification to be the person whose name is subscribed to the within instrument) and this person acknowledged under oath, to my satisfaction that: (a) he is the Executive Vice President, General Counsel & Chief Administrative Officer of the entities described in the within instrument as American Tower; (b) he is authorized to execute the attached instrument on behalf of American Tower; (c) he executed the attached instrument on behalf of and as the act of American Tower; and (d) the attached instrument was signed and made by American Tower, each as a duly authorized and voluntary act. Witness my hand and official seal. of P is My Commission Expires: Attachments Schedule "A" L} r'' 70F MASS! RF Ue Page 5 o1'9 Schedule "A" To Power of Attorney Companies Capacity of Signatory ALLTEL COMMUNICATIONS, LLC ALLTEL COMMUNICATIONS, LLC By: Nicola Palmer, Senior Vice President and Chief Network Officer CELLCO PARTNERSHIP d/b/a VERIZON CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS WIRELESS By: Nicola Palmer, Senior Vice President and Chief Network Officer VERIZON WIRELESS (VAW) LLC VERIZON WIRELESS (VAW) LLC By: Nicola Palmer, Senior Vice President and Chief Network Officer IAS ANGELES SMSA LIMITED PARTNERSHIP LOS ANGELES SMSA LIMITED PARTNERSHIP By: Airl'ouch Cellular, a California Corporation, as General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer AIRTOUCH CELLULAR AIRTOUCH CELLULAR By: Nicola Palmer, Senior Vice President and Chief Network Officer NEW PAR NEW PAR By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chicf Network Officer COLORADO RSA NO. 3 LIMITED PARTNERSHIP COLORADO RSA NO. 3 LIMITED PARTNERSHIP By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer SEATTLE SMSA LIMITED PARTNERSHIP SEATTLE SMSA LIMITED PARTNERSHIP By: Cellco Partnership, Its General Partner By: Nicola Palmer, Senior Vice President and Chicf Network Officer Page 6 o1'8 Companies Capacity of Signatory SACRAMENTO VALLEY LIMITED PARTNERSHIP SACRAMENTO VALLEY LIMITED PARTNERSHIP By: AirTouch Cellular, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer OMAHA CELLULAR TELEPHONE COMPANY OMAHA CELLULAR TELEPHONE COMPANY By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer SPRINGFIELD CELLUAR TELEPHONE COMPANY SPRINGFIELD CELLUAR TELEPHONE COMPANY By: New Par, Its General Partner By: Verizon Wireless (VAW), LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer REDDING MSA LIMITED PARTNERSHIP REDDING MSA LIMITED PARTNERSHIP By: Sacramento Valley Limited Partnership, Its General Partner By: AirTouch Cellular, Its General Partner By: Nicola Pahner, Senior Vice President and Chief Network Officer MUSKEGON CELLULAR PARTNERSHIP MUSKEGON CELLULAR PARTNERSHIP By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Pahner, Senior Vice President and Chief Network Officer WASATCH UTAH RSA NO. 2 LIMITED WASATCH UTAH RSA NO. 2 LIMITED PARTNERSHIP PARTNERSHIP By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer IDAHO RSA NO. 2 LIMITED PARTNERSHIP IDAHO RSA NO. 2 LIMITED PARTNERSHIP By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer Page 7 of 8 Companies Capacity of Signatory IDAHO RSA 3 LIMITED PARTNERSHIP IDAHO RSA 3 LIMITED PARTNERSHIP By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer MODOC RSA LIMITED PARTNERSHIP MODOC RSA LIMITED PARTNERSHIP By: AirTouch Cellular, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer TOPEKA CELLULAR TELEPHONE COMPANY, TOPEKA CELLULAR TELEPHONE COMPANY, INC. INC. By: Nicola Pahner, Senior Vice President and Chief Network Officer ATHENS CELLULAR, INC. ATHENS CELLULAR, INC. By: Nicola Palmer, Senior Vice President and Chief Network Officer ST. JOSEPH CELLTELCO ST. JOSEPH CELLTELCO By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Paln er, Senior Vice President and Chief Network Officer Page 8 of 8 Contract Number: 2898 Vendor: SEATTLE SMSA (dba VERIZON WIRELESS) Subject: Telecommunications Site - Alexander Lake Department: PW Admin File Class: LEG 16-3 Begin Date: 07/08/1987 End Date: 07/31/2009 Review Date: 06/01/2010 Vault Date: Comments: Amendment 3/08 adds 2 additional 5 year renewal terms Renewal upon not less than 60 or more than 120 days notice prior to expiration of current lease No documentation on file for renewal term TELECOMMUNICATION S FACILITIES LEASE AGREEMENT AMENDMENT The lease agreement entered into between the City of Bremerton and Seattle SMSA Limited Partnership d/b/a Verizon Wireless effective August 1, 2004 and expiring July 31, 2009 is modified as follows: 5. TERM OF LEASE. The initial term of the lease shall be valid for a term of five (5) year(s) commencing August 1, 2004 and terminating July 31, 2009. 12. RENEWAL APPLICATION. Lessee shall have the right and option to renew this lease for two (2) additional five (5) year renewal terms. If Lessee desires to renew its lease under this Article it shall, not more than one hundred twenty (120) days nor less than sixty (60) days before expiration of the current Lease, notify the City of its intent to renew the lease. Upon receiving such notification, the City may request the following information if necessary: A. Any additional information required based upon elements of the current Lease Agreement between the City and the Lessee; and B. All deposits or charges required pursuant to City ordinances. C. (Intentionally deleted). The City reserves the right to extend the review period for the renewal application if additional information is required. Should all parties not agree to renewal terms, the current Lease may be extended on a month-to-month basis at the sole discretion of the City. CITY OF BREMERTON CARY BOZEMAN, Mayor A E S TO d� R E A. IZUBOVICH, City Attorney 401934v1 BRE WBREMERTON 1/3/2008 Seattle SMSA Limited Partnership d/b/a Verizon Wireless By: �Cellco Partnership, its general partner Keith A. Surratt West Area Vice Xresident — Network Date: o STATE OF ss. COUNTY OF ) On this day of , 200f, before me, a Notary Public in and for the State of , personally appeared Cary Bozeman, personally known to me (or proved to me on th basis of satisfactory evidence) to be the person who executed this instrument, on oath stated that He/She was authorized to execute the instrument, and acknowledged it as the Mayor of the City of Bremerton, to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. IN Wd S`1'W�IEREOF, I have hereunto set my hand and official seal the day and year a� first abovc'�0'eir.. • . �/F'° e Ak• o MAY 15, 20 10 e NOTA RY PUBL C in and forte State of "�� ��•, AU : �� residingat BLIC•.;`O�: My appointment expires "1 WA, 8Print Name �%j�-�/ /., e.h ru 111111 10111 L/ STATE OF ARIZONA ) ) SS. COUNTY OF MARICOPA ) On this 1.4 l day of , 20j, before me, the undersigned, a Notary Public in and for the State of Arizona, duly commissioned and sworn, personally appeared Keith A. Surratt to me known to be an authorized representative of Cellco Partnership, General Partner of Seattle SMSA Limited Partnership d/b/a Verizon Wireless, the partnership that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of Cellco Partnership, General Partner of Seattle SMSA Limited Partnership d/b/a Verizon Wireless, for the uses and purposes therein mentioned, and on oath stated that He is authorized to execute the said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Janet Loebs NOTARY PUBLIC -ARIZONA MARICOPA COUNTY My Commission Expires December 24, 2010 4019341 BRE WBREMERTON 1/3/2008 Print or Type Name: JANET LOEBS Notary Public in and for the State of AZ, residing at MARICOPA COUNTY My appointment expires: 2 +-------------------------------------------.-------------------------------a- +Enter search Criteria, Press Esc Key to Transmit Press Del Key to Terminate Delete.Mode CHANGE Contract Transactions Contract Number 2898 endor Name ubject epartment tatus Code Comments SEATTLE SMSA (DBA VERIZON WIRELESS) ALEXANDER LAKE - END OF WERNER ROAD PW&U TEL Insurance Type Amount GL $2000000.00 PROP $2000000.00 AL $2000000.00 CPI Amount Begin Date End Date Review Date $900.00 07/08/1987 07/31/2009 05/01/2009 Insurance Total $6000000.00 Insurance Review Date 09/01/2005 +--------------------------------------------------------------------------+ TELECOMMUNICATIONS FACILITIES 01741GINAL LEASE AGREEMENT THIS LEASE AGREEMENT entered into by and between the City of Bremerton, a municipal corporation duly organized and existing under the laws of the State of Washington, as Lessor (hereinafter referred to as "City") and Seattle SMSA Limited Partnership d/b/a Verizon Wireless (hereinafter referred to as "Lessee"). WITNESSETH: 1. PREMISES. The City leases to the Lessee real property located at Alexander Lake for housing, installing, constructing, operating and maintaining certain telecommunications facilities, legally described and/or depicted in Schedule A attached hereto and incorporated herein ("Premises"). Lessee accepts the Premises for such purpose, subject to the considerations, terms and conditions specified in this Telecommunications Facilities Lease Agreement (hereinafter referred to as "Lease"). 2. DEFINITIONS. For the purpose of this Lease, and the interpretation and enforcement thereof, the following words and phrases shall have the following meanings: "Person" means and includes corporations, companies, associations, joint stock companies or associations, firms, partnerships, limited liability companies and individuals and includes their lessors, trustees and receivers; "Public street" means any highway, street, alley or other public right of way for motor vehicle travel under the jurisdiction and control of the City which has been acquired, established, dedicated or devoted to highway purposes, including forest access roads; "Public way" means and includes all public streets and utility easements, as those terms are defined herein, now or hereafter owned by the City, but only to the extent of the City's right, title, interest or authority to grant a permit or lease to occupy and use such streets and easements for telecommunications facilities; "Telecommunications carrier" means and includes every person that directly or indirectly owns, controls, operates or manages plant, equipment or property within the City, used or to be used for the purpose of offering telecommunications service; "Telecommunications facilities" means the plant, equipment and property, including but not limited to, cables, wires, conduits, ducts, pedestals, antennae, towers, electronics, equipment storage structures and other appurtenances used or to be used to transmit, receive, distribute, provide, house or offer telecommunications services; LEASE AGREEMENT - 1 BRE WEST BREMERTON "Telecommunications provider" means and includes every person who provides telecommunications services over telecommunications facilities without any ownership or management control of the facilities; "Telecommunications service" means the providing or offering for rent, sale or lease, or in exchange for other value received, of the transmittal of voice, data, image, graphic and video programming information between or among points by wire, cable, fiber optics, laser, microwave, radio, satellite or similar facilities, with or without benefit of any closed transmission medium. "Utility easement" means any easement owned by the City and acquired, established, dedicated or devoted for public utility purposes not inconsistent with telecommunications facilities. 3. USES AND PURPOSES. Lessee shall have the use and occupancy of the. Premises for the purpose of transmission and reception of telecommunication and signals in any and all frequencies using real property and telecommunications facilities approved in Schedule A. Lessee shall be responsible for adherence to all federal,. state and local regulations pertaining to the operation of a communications facility. Lessee shall have the right, at its expense, to erect and maintain on the Premises improvements, personal property and facilities, as described in Schedule A after obtaining required permits and as approved by City on the Site Plan. City shall provide Lessee access to the Premises at all times on a twenty four hour a day; seven day a week basis, adequate to service the Premises and the telecommunication facilities at all times during this Lease. Lessee agrees to provide the City with a scheduling outlining the frequency of required visits (e.g., quarterly maintenance check, monthly site cleanup, etc.) Lessee shall provide the City with a list of all authorized individuals who will have access to the Premises. Notification of changes to the list shall be provided to the City within 24 hours by telephone or fax from the point of contact identified in Section 41(G), which notice shall be followed by written notification pursuant to Section 41(G). Lessee shall be responsible for conducting appropriate background checks of all of their employees. Employees visiting the Premises shall be clearly identifiable as employees of the Lessee either by uniform identification badge or marked company vehicle. 4. NON-EXCLUSIVE LEASE. Subject to the provisions of Section 7 herein, this Lease is nonexclusive and does not preclude the City from granting a similar lease, right, license, franchise, etc. to other carriers, providers or other persons for. telecommunications or any other purpose. LEASE AGREEMENT - 2 5. TERM OF LEASE. This Lease shall be valid for a term of five year(s) commencing August 1, 2004 and terminating July 31, 2009. 6. [Intentionally Deleted] 7. INTERFERENCE WITH OTHER USERS. The Lessee acknowledges that the City may enter into leases with other tenants for their equipment and telecommunications facilities for the purposes of transmitting and receiving telecommunication signals from City property. The City, however, is not in any way responsible or liable for any interference with Lessee's use of the City property which may be caused by the use and operation of any other tenant's equipment, even if caused by new technology. In the event that any other tenant's activities interfere with the Lessee's use of the City property, and such use or operation was not in existence on the date of execution of this Lease, and the Lessee cannot resolve this interference with the other tenants, the City will, upon written request by Lessee, cause such interfering use to cease. Lessee understands that if its use interferes with the then -existing equipment of a prior tenant, and the interference problem cannot be cured, this Lease may be terminated by the City pursuant to Sections 35 and 36. The Lessee shall cooperate with all other tenants to identify the causes of and work towards the resolution of any electronic interference problem. In addition, the Lessee agrees to eliminate any radio or television interference caused to City -owned facilities or surrounding residences at Lessee's own expense and without installation of extra filters on City -owned equipment. Lessee further agrees to accept such interference as may be received from City,operated telecommunications in existence as of the Agreement's commencement date, or other City facilities located upon the City property subject to this Lease except those City antenna sites placed upon Lessee's facilities pursuant to Section 10 B. 8. OWNERSHIP AND REMOVAL OF IMPROVEMENTS. All landscaping and all other improvements, except telecommunications facility, shall become the property of the City upon expiration or termination of the Lease. In the event that the City requires removal of such improvements after termination of the Lease, such removal shall be accomplished at the sole expense of the Lessee and completed within 30 days after receiving notice from the City requiring removal of the improvements. Additional time may be granted upon the discretion of the City which approval shall not be unreasonably withheld. In the event that telecommunications facilities or other equipment are left upon City property after expiration or termination of the lease, they shall, at the City's option, if not removed by the Lessee upon 30 days written notice from the City, be removed and stored at the expense of Lessee. Stored telecommunications facilities that are not claimed by the Lessee within six (6) months from termination of the Lease shall become the property of the City. 9. CANCELLATION OF LEASE BY LESSEE. A. All Leases are contingent upon the Lessee obtaining all necessary permits, approvals and licenses for the proposed facilities. In the event that the Lessee is unable to obtain LEASE AGREEMENT - 3 all such permits, approvals and licenses, it may cancel its lease, and obtain a pro rata refund in any rents paid, without further obligation by giving 30 days prior written notice to the City. Lessee agrees to restore City property to original condition if cancellation is requested. B. In the event that the holder of a Lease determines that the City property is unsuitable for its intended purpose, the Lessee shall have the right to cancel the Lease upon 180 days written notice to the City. However, no prepaid rent shall be refundable; except in the event any changes occur with respect to the City's use of the property subsequent to the effective date of this Lease (including but not limited to additional Lessees as permitted by the City) and such changes result in the property becoming unsuitable for Lessee's intended purpose. 10. COMPENSATION TO THE CITY. A. Starting on the Commencement Date and on the first day of each month thereafter during the term of the Lease, Lessee shall pay rent at a rate of Nine Hundred Dollars ($900.00) per month, prorated for any partial months. Substantial expansion of the initial configuration contained in Schedule A will result in review and possible re -negotiation of the rental rate contained herein. At the beginning of each successive year thereafter, the monthly rent shall automatically be adjusted based upon the CPI for all urban consumers, Seattle -Tacoma index (1982-84=100) as published by Bureau of Labor Statistics for the last month for which statistics are posted prior to the effective date above. However, rent shall not, in any case, decrease, nor shall the annual rent increase by more than five (5) percent per year above the annual rent for the preceding year. Any payments received after the due date shall include a late payment penalty of 2% of the annual, rental fee for each day or part thereof past the due date. B. Additional Consideration. City shall be allowed, at City's sole expense, to attach City's communication antennas to Lessee's telecommunications tower provided City first obtains Lessee's prior written consent for such attachments. Such consent shall not be unreasonably withheld. Lessee's approval for said attachments shall be contingent upon determining whether Lessee's tower is properly engineered to accommodate City's antenna system and such transmission shall not result in any impairment or diminution in the quality of Lessee's service. Further, said approval shall be .given only after Lessee has reviewed and approved City's engineering plans for said antenna attachments in a location specified by Lessee. Approval shall not be unreasonably withheld. Upon written approval by Lessee, said attachments shall be installed by qualified licensed contractors and in accordance with Lessee's directives for the method of installment and with permits issued by all applicable governmental authorities having jurisdiction which shall first be obtained by City at its sole expense. City acknowledges and agrees that Lessee reserves the right to relocate City's antennas at anytime(s) to accommodate modifications required for Lessee's future system requirements, provided such relocation shall provide equivalent quality of service after such relocation. LEASE AGREEMENT - 4 C. Pursuant to Section 27 Lessee shall pay to the City 50% of any and all sublessee rent for co -location on Lessee's tower. 11. AMENDMENT OF LEASE. Except as provided within the existing. Lease, a new lease application and Lease shall be required of any telecommunications carrier or other entity that desires to expand, modify, or relocate its telecommunications facilities or other equipment located upon City property. If ordered by the City to locate or relocate its telecommunications facilities or other equipment on the City property, the City shall grant a lease amendment without further application. 12. RENEWAL APPLICATION. A Lessee that desires to renew its Lease under this Article shall, not more than one hundred twenty (120) days nor less than sixty (60) days before expiration of the current Lease, file an application with the City for renewal of its Lease which shall include the following: A. Any additional information required based upon elements of the current Lease agreement between the City and the Lessee; B. All deposits or charges required pursuant to City ordinances; C. Anon -refundable application fee in the amount of Five Hundred and No/100 Dollars ($500.00). The City reserves the right to extend the review period for the renewal application if additional information is required: 13. OBLIGATION TO. CURE AS A CONDITION OF RENEWAL. No Lease shall be renewed until any ongoing violations or defaults in the Lessee's performance of the Lease have been cured, or a plan detailing the corrective action to be taken by the Lessee has been approved by the City. 14. IMPROVEMENTS. During the term of this Lease if Lessee wishes to substantially expand the initial configuration contained in Schedule A, Lessee will submit a new application to the City. 15. POLICE POWER. In accepting this Lease, the Lessee acknowledges that its rights hereunder are subject to the legitimate rights of the police power of the City to adopt and enforce general ordinances necessary to protect the safety and welfare of the public and it agrees to comply with all applicable general laws enacted by the City pursuant to such power. LEASE AGREEMENT - 5 16. INTERFERENCE WITH THE PUBLIC WAYS. The Lessee shall not locate or maintain its telecommunications facilities so as to unreasonably interfere with the use of the public ways by the City, by the general public or by other persons authorized to use or be present in or upon the public ways. All such facilities which interfere with public ways shall be moved by'the Lessee, at the Lessee's cost, temporarily or permanently, as determined by the City Public Works and Utilities Director. 17. REPAIR AND EMERGENCY WORK. In the event of an unexpected repair or emergency, the Lessee may commence such repair and emergency response work as required under the circumstances, provided the Lessee shall notify the City as promptly as reasonably possible, before such repair or. emergency work commences or as soon thereafter as possible if advance notice is not practicable. 18. MAINTENANCE OF LEASE FACILITIES. The Lessee shall maintain its facilities in good and safe condition and in a manner that complies with all applicable federal, state and local requirements. Lessee shall not permit waste, damage, or injury to the premises including any City property, public ways of the City, other ways or other property, whether publicly or privately owned, located in, on or adjacent thereto. Lessee shall not store any chemicals, hazardous or otherwise, in the well head protection area. Lessee shall not restrict site access to City. City shall have the exclusive right to inspect the Lessee's telecommunications facilities and equipment at any time during the term of this Lease to ensure, compliance with the terms and conditions herein; Provided, however, Lessee has the right to be present at all inspections of Lessee's telecommunications facilities and equipment, and City shall give Lessee at least 72 hours prior notice of such intent. 19. SIGNAGE. Lessee shall display proper signage as required by the FCC as well as current signage on telecommunication facilities identifying Lessee, address and a 24 hour phone number. Signage shall be posted and clearly visible at all times.. 20. RELOCATION OR REMOVAL OF FACILITIES. Within one hundred eighty (180) days following written notice from the City, the Lessee shall, at its own expense, temporarily or permanently remove, relocate, change or alter the position of any telecommunications facilities within the public ways or upon City property whenever the City Public Works & Utilities Director. shall have determined that such removal, relocation, change or alteration is reasonable necessary for: A. The construction, repair, maintenance or installation of any City or other public improvement in or upon the public ways; and B. The operations of the City or other governmental entity in or upon the public ways. LEASE AGREEMENT - 6 Additional time for removal or relocation may be granted at the discretion of the City which extension shall not be unreasonably withheld. If Lessee fails to remove the property upon request by the City, Lessee agrees to reimburse the City for any and all removal costs incurred by the City. 21. REMOVAL OF UNAUTHORIZED FACILITIES. Within sixty (60) days following written notice from the City, Lessee or any person who owns, controls or maintains on behalf of Lessee any unauthorized telecommunications system, facility or related appurtenances within the public ways or real property of the City shall, at its own expense, remove such facilities or appurtenances from the public ways or property of the City. A telecommunications system or facility is unauthorized and subject to removal in the following circumstances: A. Upon expiration or termination of the Lessee's Lease without approved extension or renewal; B. Upon abandonment of a facility within the public ways or real property of the City. Any property of a Lessee shall be deemed abandoned if left in place 60 days. after expiration or termination of the Lease; C. If the system or facility was constructed or installed without the prior grant of a Lease; D. If the system or facility was constructed or installed without the prior issuance of a required City permits; and E. If the system or facility was constructed or installed at a location not permitted by the Lease. Provided, however, that the City may; in its sole discretion, allow a Lessee, or other such persons who may own, control, or maintain telecommunications facilities within the public ways or property of the City to abandon such facilities in place. No facilities of any type maybe abandoned in place without the express written consent of the. City. Any plan for abandonment or removal of a Lessee's facilities must be first approved by the Public Works and Utilities Director, and all necessary permits must be obtained prior to such work. Upon authorized permanent abandonment of the property of such persons in place, the property shall become that of the City, and such persons shall submit to the City an instrument in writing, to be approved by the City.Attorney, transferring to the City the ownership of such property in which event, Lessee shall have no further obligations or liability with respect to such property or facilities. The provisions of this Section shall survive the expiration, revocation, or termination of the Lease granted hereunder. If the City does not authorize abandonment and. Lessee fails to remove such facilities within thirty (30) days following. notice, Lessee agrees to reimburse the City for any and .all costs incurred by the City for facilities removal. LEASE AGREEMENT - 7 22. EMERGENCY REMOVAL OR RELOCATION OF FACILITIES. The City retains the right and privilege to cut or move any telecommunications facilities located within the public ways of the City and upon City property, as the City may determine to be necessary, appropriate or useful in response to any public health or safety emergency. The City shall not be liable. to Lessee, or any other party for any direct, indirect, or any other such damages suffered by any person or entity of any type as a direct or indirect result of the City's actions under this Section. 23. DAMAGE TO FACILITIES: Unless directly and proximately caused by the negligence or willful, intentional or malicious acts by the City not otherwise authorized herein, the City shall not be liable for any damage to or loss of any telecommunications facility upon City property or within the public ways of the City as a result of or in connection with any public works, public improvements, construction, excavation, grading, filling, or work of any kind on such City property or within the public ways by or on behalf of the City. 24. RESTORATION OF PUBLIC WAYS, OTHER WAYS AND CITY PROPERTY. A. When the Lessee, or any person acting on its behalf, does any work in or affecting any public ways, other ways or City property, .or when Lessee, or any person acting on its behalf damages any public ways, other ways or City property, it shall, at its own expense, promptly remove any obstructions therefrom and restore such ways or property to City construction standards as adopted before the work was undertaken, unless otherwise directed by the City. Lessee shall obtain all requisite permits for such work. B. If weather or other conditions do not permit the complete restoration required by this Section, the Lessee shall temporarily restore the affected ways or property. Such temporary restoration shall be at the Lessee's sole expense and the Lessee shall promptly undertake and complete the required permanent restoration when the weather or other conditions no longer prevent such permanent restoration. C. The Lessee or other person acting in its behalf shall use suitable barricades, flags, flagmen, lights, flares and other measures as required for the safety of all members of the general public and to prevent injury or damage to any person, vehicle or property by reason of such work in or affecting such ways or property. D. The Public Works and Utilities Director shall be responsible for inspection and final approval of the condition of the public ways, other ways, and City property following any construction and restoration activities therein. Further, the provisions of this Section shall survive the expiration, revocation, or termination of this Lease. LEASE AGREEMENT - 8 25. FACILITIES MAPS. The Lessee shall provide the City with a map or maps accurately reflecting the horizontal and vertical location and configuration of all of its telecommunications facilities within the public ways and upon City property. The Lessee shall provide the City with updated maps upon request by the City. 26. BOOKS, RECORDS AND MAPS. All books, records, maps and other documents, maintained by the Lessee with respect to its telecommunications facilities within the public ways and upon City property shall be made available for inspection by the City at reasonable times and intervals; Provided, however, that nothing in this Section shall be construed to require the Lessee to violate state or federal law regarding subscriber privacy, nor shall this Section be construed to require the Lessee to disclose proprietary or confidential information without adequate safeguards for its confidential or proprietary nature. 27. LEASED CAPACITY AND CO -LOCATION. Lessee shall have the right, with prior City approval, to sublet the premises consistent with this Lease; provided: A. The Lessee shall furnish the City with a copy of any such proposed lease or agreement between the Lessee and its sub -lessee; B. The sub -lessee has complied, to the extent applicable, with the requirements contained in this Lease; . C. The Lessee owns and/or controls the tower facility located on City property; D. The City and Lessee shall agree upon additional rental fee for sub -lessee hook-ups pursuant to Section 11. The City encourages co -location on existing telecommunications facilities and to that end will not unreasonably withhold approval of sub -leases. 28. UTILITIES. Electricity, HVAC and telephone service, or other utilities are to be provided to the Premises and Site at Lessee's expense and as outlined in Schedule A. City shall cooperate with. Lessee in obtaining utility service.. 29. LICENSES AND TAXES. Upon commencement of the Lease, Lessee shall be responsible for paying real or personal property; excise leasehold, business and occupation, and/or other taxes or licenses which may in the future be assessed as a direct result of the Lessee's operations at the telecommunications facilities described herein. 30. INSURANCE. The Lessee shall, as a condition of the Lease, secure and maintain the following liability insurance policies insuring both the Lessee and the City, and its elected- LEASE lected LEASE AGREEMENT - 9 and appointed officers, officials, agents, employees, representatives, engineers, consultants, and volunteers against claims for injuries to persons or damages to property which may arise from or in connection with the exercise of the rights, privileges, and authority granted to the Lessee: A. Comprehensivegeneral liability insurance, written on an occurrence basis, with limits not less than: (1) $2,000,000.00 combined single limit coverage for bodily injury and property damage; (2) Comprehensive form premises -operations, explosions and collapse hazard, underground hazard and products completed hazard with limits of not less than $2,000,000.00. B. Automobile liability for owned, non -owned and hired vehicles with a minimum limit of $2,000,000.00 for each accident; C. Worker's compensation within statutory limits and employer's liability insurance with limits of not less than $1,000,000.00; D. The liability insurance policies required by this Section shall be maintained by the Lessee throughout the term of the Lease, and such other period of time during which the Lessee is operating without a Lease hereunder, or is engaged in the removal of its telecommunications facilities. The. Lessee shall provide an insurance certificate designating the City, and its elected and appointed officers, officials, agents, employees, representatives, engineers, consultants, and volunteers as additional insureds, to the City prior to the commencement of any work or installation of any facilities pursuant to said Lease. Any deductibles or self-insured retentions must be declared to and approved by the City. Payment of deductibles and self-insured retentions shall be the sole responsibility of the Lessee. The Lessee's insurance shall be primary insurance, as respects the operations of Lessee. Any insurance maintained by the City, its officers, officials, employees, consultants, agents, and volunteers shall be in excess of the Lessee's insurance and shall not contribute with it in this regard. The City shall be provided thirty (30) days advance notice of cancellation of any coverages required in 30.A. above; E. Within thirty (30) days after receipt by the City of said notice, and in no event later than fifteen (15) days prior to said cancellation or intent not to renew, the Lessee shall obtain and furnish to the City replacement insurance certificates meeting the requirements of this Section. 31. GENERAL INDEMNIFICATION. Lessee covenants not to bring suit against the City and hereby agrees to defend, indemnify, and hold harmless the City, its appointed and LEASE AGREEMENT - 10 elected officers, employees, agents and volunteers from and against any and all liability, loss, costs, damage, and expense, including costs and attorney fees in defense thereof, and including claims by the Lessee's own employees to which the Lessee might otherwise be immune under Title 51.RCW, because of actions, claims or lawsuits for damages resulting from personal or bodily injury, including death at any time resulting therefrom, sustained or alleged to have been sustained by any person or persons, and on account of damage to property, arising or alleged to have arisen directly or indirectly out of or in consequence of the performance of this Agreement, whether such injuries to persons or damage to property is due to the negligence of the Lessee, its agents, employees, representatives or assigns. This provision shall be inapplicable to the extent such damage or injury is judicially found to be caused by the sole negligence of the City. This provision waiving immunity for claims arising out of Title 51 RCW was specifically negotiated by the parties. Lessee assumes the risk of damage to its facilities located in the City's public ways, rights-of- way, easements; and property from activities conducted by City, its officers, employees, agents, and volunteers. The Lessee releases and waives any and all claims against the City, its officers, employees, agents, and volunteers for damage to or destruction of the Lessee's facilities except to the extent any such damage or destruction is caused by the willful and malicious action of the City, its officers, employees, agents, or volunteers. 32. CONSTRUCTION AND COMPLETION BOND. A performance bond written by a corporate surety acceptable to the City equal to at least 100% of the estimated cost of constructing the Lessee's telecommunications facilities within the public ways of the City or upon City property shall be deposited in the event construction is commenced. A. Except as provided below, the construction bond shall remain in force until 60 days after substantial completion of the work, as determined.by the City, including restoration of public ways and other property affected by the. construction. B. The construction bond shall guarantee, to the satisfaction of the City: (1) Timely completion of construction; (2) Construction in compliance with applicable plans, permits, technical codes, and standards; (3) Proper location of the facilities as approved by the City; (4) Restoration of the public ways and other public or private property disrupted, damaged, or otherwise affected by the construction. The construction bond shall warrant said restoration work for a period of 1 year; LEASE AGREEMENT - 11 (5) The submission of `as -built' drawings after completion of the work as required by this Chapter; and (6) Timely payment and satisfaction of all claims, demands or liens for labor, material or services provided in connection with the work. 33. ASSIGNMENTS OR TRANSFERS OF LEASE. Ownership or control of a Lease may not, directly or indirectly, be transferred, assigned or disposed of by sale, lease, merger, consolidation or other act of the Lessee, by operation of law or otherwise, without the prior written consent of the City, which consent shall not be unreasonably withheld or. delayed, except as expressed by ordinance and then only on such reasonable conditions as may be prescribed therein. A. No Lease shall be assigned or transferred in any manner within twelve (12) months after the initial grant of the Lease, unless otherwise provided. B. Absent extraordinary and unforeseeable circumstances, system or integral part of a system shall be assigned or transferred before construction of the telecommunications facility has been completed. C. The Lessee and the proposed assignee or transferee of the system shall provide and certify the following information to the City not less than sixty (60) days prior to the proposed date of transfer: (1) Complete information setting forth the nature, terms and condition of the proposed transfer or assignment; (2) Any other information reasonably required by the City; and D. No transfer shall be approved unless the assignee or transferee has the legal, technical, financial, and other requisite qualifications to own, hold and operate the telecommunications facility pursuant to this Lease. E. Unless otherwise provided in this Lease, the Lessee shall reimburse the City for all direct and indirect costs and expenses reasonably incurred by the City in considering a request to transfer or assign this Lease. No approval shall be deemed approved until all such costs and expenses have been paid. F. Any transfer or assignment of the lease, system, or integral part of a system without prior written approval of the City under this Section or pursuant to the Lease shall be void and is cause for revocation of the lease. LEASE AGREEMENT - 12 G. Lessee shall make no assignment or transfer of this Agreement without obtaining the written consent of Lessor, which consent shall not be unreasonably withheld. H. Notwithstanding anything to the contrary herein, the City's approval and/or consent shall not be required for an assignment of the Agreement from the Lessee to another person or entity controlling, controlled by, or under common control with the Lessee. 34. [Intentionally Deleted] 35. REVOCATION OR TERMINATION OF LEASE. The Lease granted by the City to use or occupy public ways of the City or City property may be terminated for the following reasons: A. Lessee's construction or operation in the City or in the public ways of the City or upon City property without proper City authorization; S. Lessee's construction or operation at an unauthorized location; C. Unauthorized substantial transfer of control of the Lessee; D. Unauthorized assignment of Lease; E. Unauthorized sale, assignment or transfer of Lessee's Lease, assets, or a substantial interest therein; F. Misrepresentation by or on behalf of the Lessee in any application or written statement upon which the City relies in making the decision to grant, review or amend said Lease; City property; G. Abandonment of telecommunications facilities in the public ways or upon H. Failure to relocate or remove facilities as required in this Lease; I. Failure to pay taxes, compensation, fees or costs when and as due the City; J. Insolvency or bankruptcy of the Lessee; K. . Failure to construct or operate in accordance with approved permits; and L. Violation of any material provision or term of this lease. LEASE AGREEMENT - 13 36. NOTICE AND DUTY TO CURE. In the event that Lessee is in violation of or defaults under the provisions of the Lease, the Lessee shall be given written notice of the apparent violation, default or non-compliance, providing a short and concise statement of the nature and general facts of the violation, default or non-compliance, and providing the Lessee a reasonable period of time not exceeding 90 days to cure the violation. 37. STANDARDS FOR REVOCATION OR LESSER SANCTIONS. If the City Council determines that a Lessee willfully violated or failed to comply with any of the provisions of this Lease after notice is given the Lessee by the City under the provisions of this Lease, then the Lessee shall forfeit all rights conferred hereunder and the Lease may be revoked or annulled by the City. The City may elect, in lieu of the above and without any prejudice to any of its other legal rights and remedies, to pursue other remedies and to recover damages and costs incurred by the City by reason of the Lessee's failure to comply. 38. NOTICE OF ENTRY ON PRIVATE PROPERTY. If directed by the City, at least 24 hours prior to entering private property or streets or public easements adjacent to or on such private property to perform permitted new construction or reconstruction, a notice indicating the nature and location of the work to be performed shall be physically posted, at no expense to the City, upon the affected property by the Lessee. A door hanger may be used to comply with the notice and posting requirements of this Section. The Lessee shall make a good faith effort to comply with the property owner/resident's preferences, if any, on location or placement of underground installations (excluding aerial cable lines utilizing existing poles and existing cable paths), consistent with sound engineering practices. Provided, however, that nothing in this Lease shall permit the Lessee to unlawfully enter or construct improvements upon the property or premises of another. 39. SAFETY REQUIREMENTS. The Lessee, in accordance with applicable federal, state, and local safety requirements shall, at all times, employ ordinary care and shall install and maintain and use commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injury, or nuisance to the public and/or workers. All structures and all lines, equipment and connections in, over, under, and upon the streets, sidewalks, alleys, and public. ways or places of a Lease area, wherever situated or located, shall at all times be kept and maintained in a safe, suitable condition, and in good order and repair. The City reserves the general right to see that the telecommunications facility of the Lessee is constructed and maintained in a safe condition. If a violation of the National Electrical Safety Code or other applicable regulation is found to exist by the City, the City will, after discussions with the Lessee, establish a reasonable time for the Lessee to make necessary repairs. If the repairs are not made within the established time frame, the City may make the repairs itself or have them made and collect all reasonable costs thereof from the Lessee. LEASE AGREEMENT - 14 . 40. LIENS. Lessee shall not permit any lien to be imposed upon the property of the City as a result of work done by or on behalf of user and shall indemnify and hold the City harmless against any and all expenses, including reasonable attorney's fees and court costs in connection with any such lien. 41. MISCELLANEOUS. A. This agreement shall be governed by the laws of the State of Washington. B. The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. C. Each party agrees to furnish the other, within thirty (30) days after request, such truthful estoppel information as the other may reasonably request. D. This Lease constitutes the entire agreement and understanding of the parties, and supersedes all offers, negotiations and other agreements. There are no representations or understandings of any kind not set forth herein. Any amendments to said Lease must be in writing and executed by.both parties. E. If either party is represented by a real estate broker in this transaction, that party shall be fully responsible for any fee due such broker. F. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. G. Any notice or demand required to be given herein shall be made by certified or registered mail, return receipt requested, to the address of the respective parties set forth below: LESSOR: City of Bremerton Attn: Public Works & Utilities Administrative Manager 3027 Olympus Drive Bremerton, WA 98310-4799 LESSEE: Seattle SMSA Limited Partnership d/b/a Verizon Wireless Attn: Network Real Estate 180 Washington Valley Road Bedminster NJ, 07921 The individuals identified in this paragraph shall be the specific point of contact for each party regarding all topics. Any change to this point of contact shall be delivered to the other party in writing by certified or registered mail, return receipt requested. All payments will be sent to the City Finance Office at 345 6ffi Street, Bremerton, WA 98337. LEASE AGREEMENT - 15 H. The City agrees to execute a Memorandum of this Lease Agreement which Lessee may record with the appropriate Recording Officer. The date set forth in.the Memorandum of Lease is for recording purposes only and bears no reference to commencement of either term or rent payments. 42. FIRE PRECAUTIONS. Lessee will ensure that all Forest Protection Regulations and Fire Precaution Levels (1FPLs) are observed during closed season (April 15 — October 15). Lessee shall be responsible for checking IFPLs and keeping activities within those allowed for a specific IFPL. Washington State Department of Natural Resources regulates forest land activities and provides daily IFPLs vial telephone and the internet. 43. NONDISCRIMINATION. Lessee shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status or disability, except employment actions based on a bona fide occupational qualification. Date: Date: APPROVED AS TO FORM: ROG R A. LUBOVICH,ttorney LEASE AGREEMENT - 16 LESSEE Seattle SMSA Limited Partnership d/b/a Verizon Wireless By: Cellco Partnership , its general partner By: Name: Craig L. Frost Title: Executive Director -Area Network Planning, as delegatee for Richard J. Lynch -Executive Vice President and Chief Technical Officer CITY CARY BOZEMAN, Mayor PARTNERSHIP ACKNOWLEDGMENT STATE OF ARIZONA ) ) SS. COUNTY OF MARICOPA ) On this c;25 day of�, 2005, before me, the undersigned, a Notary Public in and for the State o Arizona, duly commissioned and sworn, personally appeared Craig L. Frost to me known to be an authorized representative of Cellco Partnership, General Partner to Seattle SMSA Limited Partnership, d/b/a Verizon Wireless that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of Cellco Partnership, General Partner to Seattle SMSA Limited Partnership, d/b/a Verizon Wireless, for the uses and purposes therein mentioned, and on oath stated that he/she is authorized to execute the said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. 0FF10,ALSEAL Print or Type Name: JANET LOEBS JANET LOESS NotaryPublic in and for the State of AZ, residing at NOTARYPUBLIC-ARIZONA g MARICOPA COUNTY WRICOPA COUNTY • My Comm. Expires Dec. 24, 2006 My appointment expires: DEC. 24, 2006 •'. STA. OF ARIZONA ) ) SS. COUNTY O ARICOPA ) On this day of , 20 - , before me, the undersigned, a Notary Public in and for the Stat f Arizona, duly commissioned and sworn, personally appeared Robert F. Swaine to me kno to be an authorized representative of Cellco Partnership, general partner of Seattle SMSA Limite artnershi d/b/a Verizon Wireless the limited partnership that executed the foregoing instrument, acknowledged said instrument to be the free and voluntary act and deed of Cellco PartnerWD. eneral partner of Seattle SMSA Limited Partnership d/b/a Verizon Wireless for the es and purposes therein mentioned, and on oath stated that He is authorized to execute the said i rument. IN WITNESS WHEREOF, I have hereunto set hand and affixed my official seal the day and year first above written. Print or Type Name: Notary Public in and for the State of AZ, residing at My appointment expires:_ State of Washington ) ss. County of Kitsap ) On this Za?tb_ day of , f$QjQc65, personally appeared Cary Bozeman to me known to be the Mayor o the City of Bremerton, a municipal corporation, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that the was authorized to execute said instrument. In witness whereof I have hereunto set my hand and affixed my official seal the day and year first 00 00 LEASE AGRF,F.M�1�~"�"i Notary P lic i and for the S to of Washington Residing at My commission expires: SCHEDULE A BREWESTBREM-1. 1/3 2, I 0 4M I 1 I Note: Access to the site is via existing logging.roads all of which are located on City of Bremerton property. LEGAL DESCRIPTION THAT PORTION OF SECTION 29, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M. KITSAP COUNTY, WASHINGTON DESCRIBED AS FOLLOWS: COMMENCING RT THE - NORTHERST CORNER OF -SAID SECTION 29; THENCE SOUTH 8002S'27" WEST (BEARINGS. BASED ON TRUE NORTH) 2534.19 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 23024'00" EAST 60.00. FEET: THENCE NORTH 66036'00" WEST 50.00 FEET; THENCE. SOUTH 23024'00" WEST 60.00 FEET; THENCE SOUTH 66036'00" EAST 50:00 FEET TO THE POINT OF BEGINNING. CONTAINING 3000 SQUARE FEET MORE OR LESS. r f f RECEIVED FOR FILING: PAULA JOHNSTON, City Clerk MemoranNOM d a Agreement Grantor: City of Bremerton Grantee: Seattle SMSA Limited Partnership. d/b/a Verizon Wireless Legal Description: S29, T24N, RIE, W.M., Kitsap County, State of Washington Official legal description as Exhibit "A" Assessor's Tax Parcel ID#: �aQo?�101�2-o�QL18 Reference # (if applicable): N/A LEASE AGREEMENT - 18 MEMORANDUM OF TELECOMMUNICATIONS FACILITIES LEASE AGREEMENT THIS MEMORANDUM OF TELECOMMUNICATIONS FACILITIES LEASE. AGREEMENT evidences that a Land Lease Agreement ("Agreement") was entered into as of AWby and between the City of Bremerton ("Lessor"), and Seattle SMSA Limited Partnership d/b/a Verizon Wireless ("Lessee"), for certain real property located at S29, T24N, R1E, W.M., in the County of Kitsap, State of Washington, within the property of Lessor which is described in Exhibit "A" attached hereto ("Legal Description"), together with a right of access and to install and maintain utilities, for a term of five (5) years commencing as provided for in the Agreement. IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Memorandum of Telecommunications Facilities Lease Agreement as of the day and year last written below. LESSOR: City of Br By: Cary Bo man, Mayor Date: LESSEE: Seattle SMSA Limited Partnership d/b/a Verizon Wireless. By: Cellco Partnership, its general partner By:i Name: Craig L. Frost Title: Executive Director -Area Network Planning, as delegatee for Richard J. Lynch -Executive Vice President and Chief Technica ffi ers Date Exhibit "A" - Legal Description LEASE AGREEMENT 19 LESSOR ACKNOWLEDGEMENT State of Washington ) ss. County of Kitsap ) On this /,2&J day of f0,20&, personally appeared Cary Bozeman to me known to be the Mayor o e City of Bremerton, a municipal corporation, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument. In witness whereof I have hereunto set my hand and affixed my official seal the day and year first above written. PIXt w a 4 5 Y � jj ,r* ,31 q LEASE AGREEMENT - 20 Notary Pidilic in and for the Sta of Washington Residingat e My commission expires: PARTNERSHIP ACKNOWLEDGMENT STATE OF ARIZONA ) ) SS. COUNTY OF MARICOPA ) On this 25 day of —, 2005, before me, the undersigned, a Notary Public in and for the State of Arizona, duly commissioned and sworn, personally appeared Craig L. Frost to me known to be an authorized representative of Cellco Partnership, General Partner to Seattle SMSA Limited Partnership d/b/a Verizon Wireless that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of Cellco Partnership, General Partner to Seattle SMSA Limited Partnership d/b/a Verizon Wireless, for the uses and purposes therein mentioned, and on oath stated that he/she is authorized to execute the said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. C3��4_" OFFIEI,%�§g Print or Type Name: JANET LOEBS JANET LOESS Notary Public in and for the State of AZ, residing at NOTARY PUBLIC -ARIZONA MARICOPA COUNTY MARICOPA COUNTY • My Comm. Expires Dec. 24, 2006 My appointment expires: DEC_ 24, 2006 EXHIBIT "A" LEGAL DESCRIPTION See Attached LEASE AGREEMENT - 22 I EXHIBIT A BREWESTBREM-1. l • �"t I NOQTH J I Note: Access. to -the site is via existing logging'.roads all of which are located on City of Bremerton property. LEGAL DESCRIPTION THAT PORTION OF SECTION 29, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M. KITSAP COUNTY, WASHINGTON DESCRIBED AS FOLLOWS: COMMENCING AT THE - NORTHERST CORNER OF -SAID SECTION 29: THENCE SOUTH 800 25 27 WEST (BEARINGS. BASED .ON TRUE NORTH) 2534.19 FEET TO THE TRUE POINT OF BEGINNING: THENCE NORTH 23024'00" EAST 60.00. FEET: THENCE NORTH 66436'00" WEST 50.00 FEET: THENCE. SOUTH 23024'00" WEST 60.00 FEET., THENCE SOUTH 66036'00" EAST 50:00 FEET TO THE POINT OF BEGINN-ING. CONTAINING 3000 SOUR -RE FEET MORE OR LESS. r BREWESTBREV, 1 TELECOMMUNICATIONS FACILITIES LEASE AGREEMENT THIS LEASE AGREEMENT entered into by and between the City of Bremerton, a municipal corporation duly organized and existing under the laws of the State of Washington, as Lessor (hereinafter referred to as "City") and Seattle SMSA Limited Partnership, c/o AirTouch Communications, Inc. dba AirTouch Cellular (hereinafter referred to as "Lessee"). WITNESSETH: 1. PREMISES. The City hereby leases to the Lessee teal property located at Alexander Lake for housing, installing, constructing, operating and maintaining certain telecommunications facilities, said real property and facilities being more specifically described and/or depicted in Schedule A, attached hereto and specifically incorporated herein (hereinafter referred to as Premises). Lessee agrees to accept such real property for such purpose, subject to the considerations, terms and conditions specified in this Telecommunications Facilities Lease Agreement (hereinafter referred to as ",Lease"). 2. DEFINITIONS. For the purpose of this Lease, and the interpretation and enforcement thereof, the following words and phrases shall have the following meanings, unless the context of the sentence in which they are used shall indicate otherwise: "Person" means and includes corporations, companies, associations, joint stock companies or associations, firms, partnerships, limited liability companies and individuals and includes their lessors, trustees and receivers; "Public street" means any highway, street, alley or other public right of way for motor vehicle travel under the jurisdiction and control of the City which has been acquired, established, dedicated or devoted to highway purposes; "Public way" means and includes all public streets and utility easements, as those terms are defined herein, now or hereafter owned by the City, but only to the extent of the City's right, title, interest or authority to grant a permit or lease to occupy and use such streets and easements for telecommunications facilities; "Telecommunications carrier" means and includes every person that directly or indirectly owns, controls, operates or manages plant, equipment or property within the City, used or to be used for the purpose of offering telecommunications service; "Telecommunications facilities" means the plant, equipment and property, including but not limited to, cables, wires, conduits, ducts, pedestals, antennae, towers, electronics, equipment LEASE AGREEMENT - 1 U S West AirTouch - August 11, 1998 storage structures and other appurtenances used or to be used to transmit, receive, distribute, provide, house or offer telecommunications services; "Telecommunications provider" means and includes every person who provides telecommunications services over telecommunications facilities without any ownership or management control of the facilities; "Telecommunications service" means the providing or offering for rent, sale or lease, or in exchange for other value received, of the transmittal of voice, data, image, graphic and video programming information between or among points by wire, cable, fiber optics, laser, microwave, radio, satellite or similar facilities, with or without benefit of any closed transmission medium. "Utility easement" means any easement owned by the City and acquired, established, dedicated or devoted for public utility purposes not inconsistent with telecommunications facilities. 3. USES AND PURPOSES. Lessee shall have the use and occupancy of the Premises for the purpose of transmission and reception of telecommunication and signals in any and all frequencies using real property and telecommunications facilities approved in Schedule A. Lessee shall have the right, at its expense, to erect and maintain on the Premises improvements, personal property and facilities, as described in Schedule A and pursuant to successful completion of all requisite permit processes. City shall provide Lessee ingress, egress, and twenty-four hour a day, seven days a week access over the property to the Premises adequate to service the Premises and the telecommunication facilities at all times during this Lease. Lessee shall agree to pay an amount not to exceed $300 for road maintenance annually. 4. LEASE APPLICATION. Any person that desires to solicit the City's approval of a Lease shall file a lease proposal with the City which shall include the following: A. The identity and legal status of the applicant, including any affiliates; B. The name, address, telephone number and title of the officer, agent or employee responsible for the accuracy of the lease application statement; C. A description of the service that the applicant intends to offer or provide, or is currently offering or providing, to persons, firms, businesses or institutions within the City, or to those outside the City limits using facilities located within the City; D. A description of the telecommunications facilities or other equipment proposed to be located upon City property; LEASE AGREEMENT - 2 U 8 West AirTouch - August 11, 1998 E. A description of the City property upon which the applicant proposes to locate telecommunications facilities or other equipment; F. Signed set of owners drawings, preliminary plans and specifications in sufficient detail to identify: (1) Manufacturer standards, punch list on workmanship inspections for future sign -off by City inspectors for all telecommunication facilities being proposed by Lessee. (2) The location(s) of existing telecommunications facilities or other equipment upon the City property, whether publicly or privately owned. (3) The location and source of electric and other utilities required for the installation and operation of the proposed facilities. G. Accurate scale conceptual drawings and diagrams of sufficient specificity to analyze the aesthetic impacts of the proposed telecommunications facilities or other equipment; H. Whether the applicant intends to provide cable service, video dialtone service or other video programming service, and sufficient information to determine whether such service is subject to cable franchising; I. An accurate map showing the location of any existing telecommunications facilities in the City that applicant intends to use or lease; J. A description of the services or facilities that the applicant will offer or make available to the City and other public, educational and governmental institutions; K. Evidence that the applicant has explored possible co -location sites on existing tower sites on City or private property. L. Such other and further information as may be requested by the City; and M. A non-refundable application fee of Five Hundred and No/100 Dollars ($500.00). 5. NON-EXCLUSIVE LEASE. This Lease is nonexclusive and does not preclude the City from granting a similar lease, right, license, franchise, etc. to other carriers, providers or other persons for telecommunications or any other purpose. LEASE AGREEMENT - 3 U S West AirTouch - August 11, 1998 i 6. TERM OF LEASE. This Lease shall be valid for a term of seven year(s) commencing August 1, 199'�And terminating July 31, 2004. 't("Commencement Date") t&"-- 7. RIGHTS GRANTED. This Lease does not convey any right, title or interest in the City property, but shall be deemed the right only to use and occupy the City property for the limited purposes and term stated in the Lease. Further, this Lease shall not be construed as any warranty of title. 8. INTERFERENCE WITH OTHER USERS. The Lessee acknowledges that the City may enter into leases with other tenants for their equipment and telecommunications facilities for the purposes of transmitting and receiving telecommunication signals from City property. The City, however, is not in any way responsible or liable for any interference with Lessee's use of the City property which may be caused by the use and operation of any other tenant's equipment, even if caused by new technology. In the event that any other tenant's activities interfere with the Lessee's use of the City property, and such use or operation was not in existence on the date of execution of this Lease, and the Lessee cannot resolve this interference with the other tenants, the City will, upon written request by Lessee, cause such interfering use to cease. The Lessee shall cooperate with all other tenants to identify the causes of and work towards the resolution of any electronic interference problem. In addition, the Lessee agrees to eliminate any radio or television interference caused to City -owned facilities or surrounding residences at Lessee's own expense and without installation of extra filters on City -owned equipment. Lessee further agrees to accept such interference as may be received from City operated telecommunications or other City facilities located upon the City property subject to this Lease except those City antenna sites placed upon Lessee's facilities pursuant to Section 11.B. 9. OWNERSHIP AND REMOVAL OF IMPROVEMENTS. All buildings, landscaping and all other improvements, except telecommunications facility, shall become the property of the City upon expiration or termination of the Lease. In the event that the City requires removal of such improvements after termination of the Lease, such removal shall be accomplished at the sole expense of the Lessee and completed within 30 days after receiving notice from the City requiring removal of the improvements. Additional time may be granted upon the discretion of the City which approval shall not be unreasonably withheld. In the event that telecommunications facilities or other equipment are left upon City property after expiration or termination of the lease, they shall, at the City's option, if not removed by the Lessee upon 30 days written notice from the City, be removed and stored at the expense of Lessee. Stored telecommunications facilities that are not claimed by the Lessee within six (6) months from termination of the Lease shall become the property of the City. 10. CANCELLATION OF LEASE BY LESSEE. A. All Leases are contingent upon the Lessee obtaining all necessary permits, approvals and licenses for the proposed facilities. In the event that the Lessee is unable to obtain all such permits, approvals and licenses, it may cancel its lease, and obtain a pro rata refund in any LEASE AGREEMENT - 4 U S West AirTouch - August 11, 1998 rents paid, without further obligation by giving 30 days prior written notice to the City. Lessee agrees to restore City property to original condition if cancellation is requested. B. In the event that the holder of a Lease determines that the City property is unsuitable for its intended purpose, the Lessee shall have the right to cancel the Lease upon 180 days written notice to the City. However, no prepaid rent shall be refundable; except in the event any changes occur with respect to the City's use of the property subsequent to the effective date of this Lease (including but not limited to additional Lessees as permitted by the City) and such changes result in the property becoming unsuitable for Lessee's intended purpose. 11. COMPENSATION TO THE CITY. A. This Lease is subject to the City's right, which is expressly reserved, to - ate-ftp-a fair and reasonable compensation to be paid for the rights granted to the Lessee; starting on the Commencement Date and on the first day of each month thereafter during the term of the Lease, Lessee shall pay rent at a rate of Six Hundred and No/ 100 Dollars ($600.00) per month, prorated for any partial months. Substantial expansion of the initial configuration contained in Schedule A will result in review and possible re -negotiation of the rental rate contained herein. At the beginning of each successive year thereafter, the monthly rent shall automatically be adjusted based upon the CPI for all urban consumers, Seattle -Tacoma index (1982-84=100) as published by the Bureau of Labor Statistics for the last month for which statistics are posted prior to the effective date above. However, . rent shall not, in any case, decrease, nor shall the annual rent increase by more than five (5) percent per year above the annual rent for the preceding year. Any payments received after the due date shall include a late payment penalty of 2% of the annual rental fee for each day or part thereof past the due date. B. Additional Consideration. City shall be allowed, at City's sole expense, to attach City's communication antennas to Lessee's telecommunications tower provided City first obtains Lessee's prior written consent for such attachments. Lessee's approval for said attachments shall be contingent upon determining whether Lessee's tower is properly engineered to accommodate City's antenna system and such transmission shall not result in any impairment or diminution in the quality of Lessee's service. Further, said approval shall be given only after Lessee has reviewed and approved City's engineering plans for said antenna attachments in a location specified by Lessee. Approval shall not be unreasonably withheld. Upon written approval by Lessee, said attachments shall be installed by qualified licensed contractors and in accordance with Lessee's directives for the method of installment and with permits issued by all applicable governmental authorities having jurisdiction which shall first be obtained by City at its sole expense. City acknowledges and agrees that Lessee reserves the right to relocate City's antennas at any time(s) to accommodate modifications required for Lessee's future system LEASE AGREEMENT - 5 U S West AirTouch - August 11, 1998 0 requirements, provided such relocation shall provide equivalent quality of service after such relocation. C. Rent Adjustment. On the fourth annual anniversary date of the Commencement Date of the Lease ("Rent Adjustment Date") the City may adjust the rent due under the Lease in accordance with the following procedure: If the City chooses to adjust the rent, the Rent for the remainder of the Lease term commencing on the Rent Adjustment Date shall be the Fair Market Rental Value. The term "Fair Market Rental Value" shall be the rental rate that comparable space for a wireless telecommunications facility (in terms of quality of location for a similar facility in a similar location) would command on the open market at the time of Rent Adjustment Date. Such amount shall be determined jointly by the City and Lessee through good faith negotiations. If the City determines that a rent adjustment is warranted, it shall so notify Lessee in writing no earlier than one hundred eighty (180) days prior to the Rent Adjustment Date and no later than one hundred twenty (120) days prior to such date of the rental amount it proposes to commence on that date. Lessee shall respond in writing no later than thirty (30) days from receipt of the City's notice by accepting the proposed rent amount or if it determines that the proposed rent is unsatisfactory, it shall propose a suitable rental amount. The City and Lessee shall thereafter make a good faith and diligent effort to agree on the rent adjustment amount no later than thirty (30) days after receipt by the City of Lessee's proposed rent adjustment. D. Pursuant to Section 28 Lessee shall pay to the City 50% of any and all sublessee rent for co -location on Lessee's tower. 12. AMENDMENT OF LEASE. Except as provided within the existing Lease, a new lease application and Lease shall be required of any telecommunications carrier or other entity that desires to expand, modify, or relocate its telecommunications facilities or other equipment located upon City property. If ordered by the City to locate or relocate its telecommunications facilities or other equipment on the City property, the City shall grant a lease amendment without further application. 13. RENEWAL APPLICATION. A Lessee that desires to renew its Lease under this Article shall, not more than one hundred twenty (120) days nor less than sixty (60) days before expiration of the current Lease, file an application with the City for renewal of its Lease which shall include the following: A. The information required pursuant to Section 4; B. Any additional information required based upon elements of the current Lease agreement between the City and the Lessee; C. All deposits or charges required pursuant to City ordinances; LEASE AGREEMENT - 6 US West AirTouch -August 11, 1998 D. A non-refundable application fee in the' amount of Five Hundred and No/100 Dollars ($500.00). The City reserves the right to extend the review period for the renewal application if additional information is required. 14. OBLIGATION TO CURE AS A CONDITION OF RENEWAL. No Lease shall be renewed until any ongoing violations or defaults in the Lessee's performance of the Lease have been cured, or a plan detailing the corrective action to be taken by the Lessee has been approved by the City. 15. IMPROVEMENTS. During the term of this Lease if Lessee wishes to substantially expand the initial configuration contained in Schedule A, Lessee will submit a new application pursuant to Section 4. 16. POLICE POWER In accepting this Lease, the Lessee acknowledges that its rights hereunder are subject to the legitimate rights of the police power of the City to adopt and enforce general ordinances necessary to protect the safety and welfare of the public and it agrees to comply with all applicable general laws enacted by the City pursuant to such power. 17. INTERFERENCE WITH THE PUBLIC WAYS. The Lessee shall not locate or maintain its telecommunications facilities so as to unreasonably interfere with the use of the public ways by the City, by the general public or by other persons authorized to use or be present in or upon the public ways. All such facilities which interfere with public ways shall be moved by the Lessee, at the Lessee's cost, temporarily or permanently, as determined by the City Public Works and Utilities Director. 18. REPAIR AND EMERGENCY WORK. In the event of an unexpected repair or emergency, the Lessee may commence such repair and emergency response work as required under the circumstances, provided the Lessee shall notify the City as promptly as reasonably possible, before such repair or emergency work commences or as soon thereafter as possible if advance notice is not practicable. 19. MAINTENANCE OF LEASE FACILITIES. The Lessee shall maintain its facilities in good and safe condition and in a manner that complies with all applicable federal, state and local requirements. Lessee shall not permit waste, damage, or injury to the premises including any City property, public ways of the City, other ways or other property, whether publicly or privately owned, located in, on or adjacent thereto. Lessee shall not restrict site access to City. City shall have the exclusive right to inspect the Lessee's telecommunications facilities and equipment at any time during the term of this Lease to ensure compliance with the terms and conditions herein; Provided, however, Lessee has the right to be present at all inspections of Lessee's telecommunications facilities and equipment, and City shall give Lessee at least 24 hours prior notice of such intent. LEASE AGREEMENT - 7 U S West AirTouch - August 11, 1998 .A • 0 20. SIGNAGE. Lessee shall display a current sign on telecommunication facilities identifying Lessee, address and a 24 hour phone number. 21. RELOCATION OR REMOVAL OF FACILITIES. Within one hundred eighty (180) days following written notice from the City, the Lessee shall, at its own expense, temporarily or permanently remove, relocate, change or alter the position of any telecommunications facilities within the public ways or upon City property whenever the City Public Works & Utilities Director shall have determined that such removal, relocation, change or alteration is reasonable necessary for: A. The construction, repair, maintenance or installation of any City or other public improvement in or upon the public ways; and B. The operations of the City or other governmental entity in or upon the public ways. Additional time for removal or relocation may be granted at the discretion of the City which extension shall not be unreasonably withheld. If Lessee fails to remove the property upon request by the City, Lessee agrees to reimburse the City for any and all removal costs incurred by the City. 22. REMOVAL OF UNAUTHORIZED FACILITIES. Within thirty (30) days following written notice from the City, Lessee or any person who owns, controls or maintains on behalf of Lessee any unauthorized telecommunications system, facility or related appurtenances within the public ways or real property of the City shall, at its own expense, remove such facilities or appurtenances from the public ways or property of the City. A telecommunications system or facility is unauthorized and subject to removal in the following circumstances: A. Upon expiration or termination of the Lessee's Lease without approved extension or renewal; B. Upon abandonment of a facility within the public ways or real property of the City. Any property of a Lessee shall be deemed abandoned if left in place 30 days after expiration or termination of the Lease; C. If the system or facility was constructed or installed without the prior grant of a Lease; D. If the system or facility was constructed or installed without the prior issuance of a required City permits; and E. If the system or facility was constructed or installed at a location not permitted by the Lease. LEASE AGREEMENT - 8 U 8 West AirTouch - August 11, 1998 Provided, however, that the City may, in its sole discretion, allow a Lessee, or other such persons who may own, control, or maintain telecommunications facilities within the public ways or property of the City to abandon such facilities in place. No facilities of any type may be abandoned in place without the express written consent of the City. Any plan for abandonment or removal of a Lessee's facilities must be first approved by the Public Works and Utilities Director, and all necessary permits must be obtained prior to such work. Upon authorized permanent abandonment of the property of such persons in place, the property shall become that of the City, and such persons shall submit to the City an instrument in writing, to be approved by the City Attorney, transferring to the City the ownership of such property in which event, Lessee shall have no further obligations or liability with respect to such property or facilities. The provisions of this Section shall survive the expiration, revocation, or termination of the Lease granted hereunder. If the City does not authorize abandonment and Lessee fails to remove such facilities within thirty (30) days following notice, Lessee agrees to reimburse the City for any and all costs incurred by the City for facilities removal. 23. EMERGENCY REMOVAL OR RELOCATION OF FACILITIES. The City retains the right and privilege to cut or move any telecommunications facilities located within the public ways of the City and upon City property, as the City may determine to be necessary, appropriate or useful in response to any public health or safety emergency. The City shall not be liable to Lessee, or any other party for any direct, indirect, or any other such damages suffered by any person or entity of any type as a direct or indirect result of the City's actions under this Section. 24. DAMAGE TO FACILITIES. Unless directly and proximately caused by the willful, intentional or malicious acts by the City not otherwise authorized herein, the City shall not be liable for any damage to or loss of any telecommunications facility upon City property or within the public ways of the City as a result of or in connection with any public works, public improvements, construction, excavation, grading, filling, or work of any kind on such City property or within the public ways by or on behalf of the City. 25. RESTORATION OF PUBLIC WAYS, OTHER WAYS AND CITY PROPERTY. A. When the Lessee, or any person acting on its behalf, does any work in or affecting any public ways, other ways or City property, it shall, at its own expense, promptly remove any obstructions therefrom and restore such ways or property to City construction standards as adopted before the work was undertaken, unless otherwise directed by the City. Lessee shall obtain all requisite permits for such work. B. If weather or other conditions do not permit the complete restoration required by this Section, the Lessee shall temporarily restore the affected ways or property. Such temporary restoration shall be at the Lessee's sole expense and the Lessee shall promptly LEASE AGREEMENT - 9 U 8 West AirTouch - August 11, 1998 undertake and complete the required permanent restoration when the weather or other conditions no longer prevent such permanent restoration. C. The Lessee or other person acting in its behalf shall use suitable barricades, flags, flagmen, lights, flares and other measures as required for the safety of all members of the general public and to prevent injury or damage to any person, vehicle or property by reason of such work in or affecting such ways or property. D. The Public Works and Utilities Director shall be responsible for inspection and final approval of the condition of the public ways, other ways, and City property following any construction and restoration activities therein. Further, the provisions of this Section shall survive the expiration, revocation, or termination of this Lease. 26. FACILITIES MAPS. The Lessee shall provide the City with a map or maps accurately reflecting the horizontal and vertical location and configuration of all of its telecommunications facilities within the public ways and upon City property. The Lessee shall provide the City with updated maps upon request by the City. 27. BOOKS, RECORDS AND MAPS. All books, records, maps and other documents, maintained by the Lessee with respect to its telecommunications facilities within the public ways and upon City property shall be made available for inspection by the City at reasonable times and intervals; Provided, however, that nothing in this Section shall be construed to require the Lessee to violate state or federal law regarding subscriber privacy, nor shall this Section be construed to require the Lessee to disclose proprietary or confidential information without adequate safeguards for its confidential or proprietary nature. 28. LEASED CAPACITY AND CO -LOCATION. Lessee shall have the right, with prior City approval, to sublet the premises consistent with this Lease; provided: A. The Lessee shall furnish the City with a copy of any such proposed lease or agreement between the Lessee and its sub -lessee; B. The sub -lessee has complied, to the extent applicable, with the requirements contained in this Lease; C. The Lessee owns and/or controls the tower facility located on City property; D. The City and Lessee shall agree upon additional rental fee for sub -lessee hook-ups pursuant to Section 1 I.D. The City encourages co -location on existing telecommunications facilities and to that end will not unreasonably withhold approval of sub -leases. LEASE AGREEMENT - 10 U 8 West AirTouch - August 11, 1998 29. UTILITIES. Electricity, HVAC and telephone service, or other utilities are to be provided to the Premises and Site at Lessee's expense and as outlined in Schedule A. City shall cooperate with Lessee in obtaining utility service. 30. LICENSES AND TAXES. Upon commencement of the Lease, Lessee shall be responsible for paying real or personal property, excise leasehold, business and occupation, and/or other taxes or licenses which may in the future be assessed as a direct result of the Lessee's operations at the telecommunications facilities described herein. 31. INSURANCE. The Lessee shall, as a condition of the Lease, secure and maintain the following liability insurance policies insuring both the Lessee and the City, and its elected and appointed officers, officials, agents, employees, representatives, engineers, consultants, and volunteers against claims for injuries to persons or damages to property which may arise from or in connection with the exercise of the rights, privileges, and authority granted to the Lessee: A. Comprehensive general liability insurance, written on an occurrence basis, with limits not less than: (1) $2,000,000.00 for bodily injury or death to each person; (2) $2,000,000.00 for property damage resulting from any one accident; and (3) $2,000,000.00 for all other types of liability. B. Automobile liability for owned, non -owned and hired vehicles with a limit of $2,000,000.00 for each person and $2,000,000.00 for each accident; C. Worker's compensation within statutory limits and employer's liability insurance with limits of not less than $1,000,000.00; D. Comprehensive form premises -operations, explosions and collapse hazard, underground hazard and products completed hazard with limits of not less than $2,000,000.00; E. The liability insurance policies required by this Section shall be maintained by the Lessee throughout the term of the Lease, and such other period of time during which the Lessee is operating without a Lease hereunder, or is engaged in the removal of its telecommunications facilities. The Lessee shall provide an insurance certificate, together with an endorsement designating the City, and its elected and appointed officers, officials, agents, employees, representatives, engineers, consultants, and volunteers as additional insureds, to the City prior to the commencement of any work or installation of any facilities pursuant to said Lease. Any deductibles or self-insured retentions must be declared to and approved by the City. Payment of deductibles and self-insured retentions shall be the sole responsibility of the Lessee. LEASE AGREEMENT - 11 U S West AirTouch - August 11, 1998 The Lessee's insurance shall be primary insurance as respects the City, its officers, officials, employees, agents, consultants, and volunteers. Any insurance maintained by the City, its officers, officials, employees, consultants, agents, and volunteers shall be in excess of the Lessee's insurance and shall not contribute with it. The City shall be provided thirty (30) days advance notice of cancellation of any coverages required in 31.A. above; F. Within thirty (3 0) days after receipt by the City of said notice, and in no event later than fifteen (15) days prior to said cancellation or intent not to renew, the Lessee shall obtain and furnish to the City replacement insurance policies meeting the requirements of this Section. 32. GENERAL INDEMNIFICATION. Lessee covenants not to bring suit against the City and hereby agrees to defend, indemnify, and hold harmless the City, its appointed and elected officers, employees, agents and volunteers from and against any and all liability, loss, costs, damage, and expense, including costs and attorney fees in defense thereof, and including claims by the Lessee's own employees to which the Lessee might otherwise be immune under Title 51 RCW, because of actions, claims or lawsuits for damages resulting from personal or bodily injury, including death at any time resulting therefrom, sustained or alleged to have been sustained by any person or persons, and on account of damage to property, arising or alleged to have arisen directly or indirectly out of or in consequence of the performance of this Agreement, whether such injuries to persons or damage to property is due to the negligence of the Lessee, its agents, employees, representatives or assigns. This provision shall be inapplicable to the extent such damage or injury is judicially found to be caused by the sole negligence of the City. This provision waiving immunity for claims arising out of Title 51 RCW was specifically negotiated by the parties. Lessee assumes the risk of damage to its facilities located in the City's public ways, rights-of-way, easements, and property from activities conducted by the City, its officers, employees, agents, and volunteers. The Lessee releases and waives any and all claims against the City, its officers, employees, agents, and volunteers for damage to or destruction of the Lessee's facilities except to the extent any such damage or destruction is caused by the willful and malicious action of the City, its officers, employees, agents, or volunteers. 33. CONSTRUCTION AND COMPLETION BOND. A performance bond written by a corporate surety acceptable to the City equal to at least 100% of the estimated cost of constructing the Lessee's telecommunications facilities within the public ways of the City or upon City property shall be deposited in the event construction is commenced. A. Except as provided below, the construction bond shall remain in force until 60 days after substantial completion of the work, as determined by the City, including restoration of public ways and other property affected by the construction. B. The construction bond shall guarantee, to the satisfaction of the City: LEASE AGREEMENT - 12 U S West AirTouch - August 11, 1998 (1) Timely completion of construction; (2) Construction in compliance with applicable plans, permits, technical codes, and standards; (3) Proper location of the facilities as approved by the City; (4) Restoration of the public ways and other public or private property disrupted, damaged, or otherwise affected by the construction. The construction bond shall warrant said restoration work for a period of 1 year; (5) The submission of `as -built' drawings after completion of the work as required by this Chapter; and (6) Timely payment and satisfaction of all claims, demands or liens for labor, material or services provided in connection with the work. 34. ASSIGNMENTS OR TRANSFERS OF LEASE. Ownership or control of a Lease may not, directly or indirectly, be transferred, assigned or disposed of by sale, lease, merger, consolidation or other act of the Lessee, by operation of law or otherwise, without the prior written consent of the City, which consent shall not be unreasonably withheld or delayed, except as expressed by ordinance and then only on such reasonable conditions as may be prescribed therein. A. No Lease shall be assigned or transferred in any manner within twelve (12) months after the initial grant of the Lease, unless otherwise provided. B. Absent extraordinary and unforeseeable circumstances, system or integral part of a system shall be assigned or transferred before construction of the telecommunications facility has been completed. C. The Lessee and the proposed assignee or transferee of the system shall provide and certify the following information to the City not less than sixty (60) days prior to the proposed date of transfer: (1) Complete information setting forth the nature, terms and condition of the proposed transfer or assignment; (2) All information required of a lease applicant pursuant to Section 4 with respect to the proposed transferee or assignee; (3) Any other information reasonably required by the City; and LEASE AGREEMENT - 13 U S West AirTouch - August 11, 1998 (4) An application fee set by Section 4. D. No transfer shall be approved unless the assignee or transferee has the legal, technical, financial, and other requisite qualifications to own, hold and operate the telecommunications facility pursuant to this Lease. E. Unless otherwise provided in this Lease, the Lessee shall reimburse the City for all direct and indirect costs and expenses reasonably incurred by the City in considering a request to transfer or assign this Lease. No approval shall be deemed approved until all such costs and expenses have been paid. F. Any transfer or assignment of the lease, system, or integral part of a system without prior written approval of the City under this Section or pursuant to the Lease shall be void and is cause for revocation of the lease. G. Superseding all other assignments or transfer revisions herein, Lessee shall have the right, without prior notice to or consent by City, to assign or transfer this Lease to the communications entities which may emerge from the joint venture pending between U S West, Inc. and AirTouch Communications, Inc., which assignment or transfer, shall not release Lessee from any obligations or liability under the terms of this Lease. Except as provided above, Lessee shall make no other assignment or transfer of this Agreement without obtaining the written consent of Lessor, which consent shall not be unreasonably withheld. 35. TRANSACTIONS AFFECTING CONTROL OF LEASE. Any transactions which singularly or collectively result in a change of 50% or more of the ownership or working control of the Lessee, of the ownership or working control of the telecommunications facility, of the ownership or working control of affiliated entities having ownership or working. control of the Lessee or of a telecommunications facility, or of control of the capacity or bandwidth of the Lessee's telecommunication system, facilities or substantial parts thereof, shall be considered an assignment or transfer requiring City approval pursuant to Section 34 hereof. Transactions between affiliated entities are not exempt from City approval. The Lessee shall promptly notify the City prior to any proposed change in, or transfer of, or acquisition by any other party of control of Lessee's company. Every change, transfer, or acquisition of control of a Lessee's company shall cause a review of the proposed transfer. In the event that the City adopts a resolution or other appropriate order denying its consent and such change, transfer or acquisition of control has been effected, the City may cancel the Lease. Approval shall not be required for mortgaging purposes or if said transfer is from the Lessee to another person or entity controlling, controlled by, or under common control with the Lessee. 36. REVOCATION OR TERMINATION OF LEASE. The Lease granted by the City to use or occupy public ways of the City or City property may be terminated for the following reasons: LEASE AGREEMENT - 14 U S West AirTouch - August 11, 1998 s 0 A. Lessee's construction or operation in the City or in the public ways of the City or upon City property without proper City authorization; B. Lessee's construction or operation at an unauthorized location; C. Unauthorized substantial transfer of control of the Lessee; D. Unauthorized assignment of Lease; E. Unauthorized sale, assignment or transfer of Lessee's Lease, assets, or a substantial interest therein; F. Misrepresentation by or on behalf of the Lessee in any application or written statement upon which the City relies in making the decision to grant, review or amend said Lease; City property; G. Abandonment of telecommunications facilities in the public ways or upon H. Failure to relocate or remove facilities as required in this Lease; I. Failure to pay taxes, compensation, fees or costs when and as due the City; J. Insolvency or bankruptcy of the Lessee; K. Failure to construct or operate in accordance with approved permits; and L. Violation of any material provision or term of this lease. 37. NOTICE AND DUTY TO CURE. In the event that Lessee is in violation of or defaults under the provisions of the Lease, the Lessee shall be given written notice of the apparent violation, default or non-compliance, providing a short and concise statement of the nature and general facts of the violation, default or non-compliance, and providing the Lessee a reasonable period of time not exceeding 30 days to furnish evidence: A. That corrective action has been, or is being actively and expeditiously pursued, to remedy the violation, default or non-compliance; B. That rebuts the alleged violation, default or non-compliance; and C. That it would be in the public interest to impose some penalty or sanction less than revocation. LEASE AGREEMENT - 15 U S West AirTouch - August 11, 1998 • 38. HEARING. In the event that the Lessee fails to provide evidence reasonably satisfactory to the City as provided in Section 37 hereof, the City shall refer the apparent violation, default or non-compliance to the City Council. The City Council shall provide the Lessee with notice and a reasonable opportunity to be heard concerning the matter. 39. STANDARDS FOR REVOCATION OR LESSER SANCTIONS. If the City Council determines that a Lessee willfully violated or failed to comply with any of the provisions of this Lease or through willful misconduct or gross negligence failed to heed or comply with any notice given the Lessee by the City under the provisions of this Lease, then the Lessee shall, at the election of the City Council and upon thirty (30) days prior written notice by City, forfeit all rights conferred hereunder and the Lease may be revoked or annulled by the City Council. The City Council may elect, in lieu of the above and without any prejudice to any of its other legal rights and remedies, to pursue other remedies, including obtaining an order from the Superior Court having jurisdiction compelling the Lessee to comply with the provisions of this Lease, and to recover damages and costs incurred by the City by reason of the Lessee's failure to comply. The City Council shall utilize the following factors in analyzing the nature, circumstances, extent, and gravity of the violation and in making it's determination under this Section: requirements; A. Whether the misconduct was egregious; B. Whether substantial harm resulted; C. Whether the violation was intentional; D. Whether there is a history of prior violations of the same or other E. Whether there is a history of overall compliance; and F. Whether the violation was voluntarily disclosed, admitted or cured. 40, NOTICE OF ENTRY ON PRIVATE PROPERTY. If directed by the City, at least 24 hours prior to entering private property or streets or public easements adjacent to or on such private property to perform permitted new construction or reconstruction, a notice indicating the nature and location of the work to be performed shall be physically posted, at no expense to the City, upon the affected property by the Lessee. A door hanger may be used to comply with the notice and posting requirements of this Section. The Lessee shall make a good faith effort to comply with the property owner/resident's preferences, if any, on location or placement of underground installations (excluding aerial cable lines utilizing existing poles and existing cable paths), consistent with sound engineering practices. Provided, however, that nothing in this Lease shall permit the Lessee to unlawfully enter or construct improvements upon the property or premises of another. LEASE AGREEMENT - 16 U S West AirTouch - August 11, 1998 41. SAFETY REQUIREMENTS. The Lessee, in accordance with applicable federal, state, and local safety requirements shall, at all times, employ ordinary care and shall install and maintain and use commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injury, or nuisance to the public and/or workers. All structures and all lines, equipment and connections in, over, under, and upon the streets, sidewalks, alleys, and public ways or places of a Lease area, wherever situated or located, shall at all times be kept and maintained in a safe, suitable condition, and in good order and repair. The City reserves the general right to see that the telecommunications facility of the Lessee is constructed and maintained in a safe condition. If a violation of the National Electrical Safety Code or other applicable regulation is found to exist by the City, the City will, after discussions with the Lessee, establish a reasonable time for the Lessee to make necessary repairs. If the repairs are not made within the established time frame, the City may make the repairs itself or have them made and collect all reasonable costs thereof from the Lessee. 42. LIENS. Lessee shall not permit any lien to be imposed upon the property of the City as a result of work done by or on behalf of user and shall indemnify and hold the City harmless against any and all expenses, including reasonable attorney's fees and court costs in connection with any such lien. 43. MISCELLANEOUS. A. This agreement shall be governed by the laws of the State of Washington. B. The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. C. Each party agrees to furnish the other, within ten (10) days after request, such truthful estoppel information as the other may reasonably request. D. This Lease constitutes the entire agreement and understanding of the parties, and supersedes all offers, negotiations and other agreements. There are no representations or understandings of any kind not set forth herein. Any amendments to said Lease must be in writing and executed by both parties. E. If either party is represented by a real estate broker in this transaction, that party shall be fully responsible for any fee due such broker. F. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. G. Any notice or demand required to be given herein shall be made by certified or registered mail, return receipt requested, to the address of the respective parties set forth below: LEASE AGREEMENT - 17 U S West AirTouch - August 11, 1998 LESSOR: LESSEE: City of Bremerton Seattle SMSA Limited Partnership Administrative Services Director c/o AirTouch Cellular 239 Fourth Street 9 568 161st Avenue SE MS -223 Bremerton, WA 98337 AeVevue, WA 98009-9211 44. NONDISCRIMINATION. Lessee shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status or disability, except employment actions based on a bona fide occupational qualification. Date: gfid, I L9 Date: lo ahs DEPATUMENTAL APPROVAL: W. SEATTLE SMSA LIMITED PARTNERSHIP BY: AIRTOUCH COMMUNICATIONS, INC. ITS: GE*&L PARTNER Gregg Cl u i Director etwork Ops CITY OF BREMERTON .a . '�. 4 L S. HORTON, Mayor of Public Works & Utilities APP OVED AS TO FORM: ` s .,s'f �//,//.� .. /✓ s // /.►' mit �, LENNA MALANCA, City Attorney LEASE AGREEMENT - 18 U 8 West AirTouch - August 11, 1998 State of Washington ss. County of Kitsap On this day of - , 19 9,f _, personally appeared Lynn S. Horton to me known to be the Nfayor of the City of Bremerton, a municipal corporation, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument. In witness whereof I have hereunto set my hand and affixed my official seal the day and year first above written ����gS10N �,p,9 • e OTARY •�� e PUBUG 640 RECEIVED FOR FILING: KATHLEEN L. McCLUSKEY, City Clerk LEASE AGREEMENT - 19 U S West AirTouch - August 11, 1998 Notary Pufallc ' and or the Stat of Washington Residing at p My commission expires: 5- /5- �T-- 11 BRE WESTBREM-1 PARTNERSHIP ACKNOWLEDGMENT STATE OF WASHINGTON) ) SS. COUNTY OF KING ) On this 16th day of September, 1998, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Gregg Clausius to me known to be the Director, NW Network Operations of Seattle SMSA Limited Partnership c/o AirTouch Communications, Inc. d/b/a AirTouch Cellular, the partnership that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said partnership, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. KARENRA EID Notary name printed: Karen A. Reid NOTARY PUBLIC Notary Public in and for the State of Washington, STATE OF WASHINGTON residing at Lynnwood, Washington. COMMISSION EXPIRES My appointment expires: June 29, 2002 JUNE 29, 2002 TA 09=04 I iv - ILP i i i taT twATJON -FACE 2Z2 -pimm -f. vw) SCHEDULE A BREWESTBREM-1 1/3 ,i � � I 0 ,l� I 1 � � Note: Access to the site is via existing logging roads all of which are located on City of Bremerton property. LEGAL DESCRIPTION THAT PORTION OF SECTION 290 TOWNSHIP 24 NORTH, RRNGE 1 EAST, W.M. KITSAP COUNTY, WASHINGTON DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHERST CORNER OF SAID SECTION 29; THENCE SOUTH 8002S'27" WEST (BEARINGS BASED ON TRUE NORTH) 2534.19 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 23024'00" EAST 60.00 FEET; THENCE NORTH 66036'00" WEST 50.00 FEET. THENCE SOUTH 23024'00" WEST 60.00 FEET; THENCE SOUTH 66036'00" EAST 50.00 FEET TO THE POINT OF BEGINNING. CONTAINING 3000 SQUARE FEET MORE OR LESS. SCHEDULE A SAA 71 U N G - 921' A'a5 AND as,,�ruH C' Of ANTQr'- ^ e (f.R.SA7A0p.ri T—7-POF AN' NP -$214-s II -or OF TCwE I I i I 1 I 1 I � f � 1 .l A 0 BREWESTBREM-1 2/3 ji, RE�rS10� i%,�ws a iLT c:-shorAN SSE Mµ i�:�l0a-27-95: V k4w '►,:,1,55— -7-651 (4) 'A"CON ALP -9214-N Avv.09 61' (cEc ORI,h;ATIOk P�.aN; -xISTIkG °2' - FACE (4) DEC12_1- M-3F7R9C-XC AZIMUTH X53' (S« OmEKTAT10N =,Ak) - 8' 2ADIATIO;V SYS. P2072GN2 AZ14UTH 357,3' TO : WAISRIM �- Ex(si[Nr, kW 2' AND. -'t HP2-180E AZIYUTH 98' TO : BREPORTORCH EXISTING VW E' NARK HP -170A72 A21MUTH ES' TO : SEMYESM EYJSTING µW 4' ANDREW 4P4 -180E A2lNtiiH 9' TO : BREPOULSBO (SEE ORIENTATION PIAN) TOWER ELEVATION N.T.S. " FAA CRITICAL PER f1UNt; CE't E oEtda7—nr�M-a a-eE �. FILED, DAtE120/87 AMMENDED, DaTE2 15 83 MARKED do LIG.= PER FAA AC r0/74C0- CHAPTERS: 3,4,5.13 GROUND ELEVATION 720' AMSL ENC1NEER: vA -' tIMESr NEW VEC TOR GROUP, INC. TITLE. TQWER DQCVMENT I tiy- DJO OATS- 01/01/95 $WEST FILE:WESTBRTESITE: BREWESTBREM 'WESTBREM' SHT; 1 of 1 SCALE; 1 -2.0'REVISION' 5 (3 i - ! o a o 0 0 0 0 -� b 'l T ca A 0 BREWESTBREM-1 2/3 ji, RE�rS10� i%,�ws a iLT c:-shorAN SSE Mµ i�:�l0a-27-95: V k4w '►,:,1,55— -7-651 (4) 'A"CON ALP -9214-N Avv.09 61' (cEc ORI,h;ATIOk P�.aN; -xISTIkG °2' - FACE (4) DEC12_1- M-3F7R9C-XC AZIMUTH X53' (S« OmEKTAT10N =,Ak) - 8' 2ADIATIO;V SYS. P2072GN2 AZ14UTH 357,3' TO : WAISRIM �- Ex(si[Nr, kW 2' AND. -'t HP2-180E AZIYUTH 98' TO : BREPORTORCH EXISTING VW E' NARK HP -170A72 A21MUTH ES' TO : SEMYESM EYJSTING µW 4' ANDREW 4P4 -180E A2lNtiiH 9' TO : BREPOULSBO (SEE ORIENTATION PIAN) TOWER ELEVATION N.T.S. " FAA CRITICAL PER f1UNt; CE't E oEtda7—nr�M-a a-eE �. FILED, DAtE120/87 AMMENDED, DaTE2 15 83 MARKED do LIG.= PER FAA AC r0/74C0- CHAPTERS: 3,4,5.13 GROUND ELEVATION 720' AMSL ENC1NEER: vA -' tIMESr NEW VEC TOR GROUP, INC. TITLE. TQWER DQCVMENT I tiy- DJO OATS- 01/01/95 $WEST FILE:WESTBRTESITE: BREWESTBREM 'WESTBREM' SHT; 1 of 1 SCALE; 1 -2.0'REVISION' 5 ,rx arY T - SCHEDULE A BREWES'TBREM-1 3/3 J 1"1 Z 1- C r � I tog• -0'• AG... 1 :5',a- A r l a F c�I z Na f a Z [� z D O z z x f l.o K � M � � l � I l — _ 70 r ry 2 � I 1 +---------------------------------------------------- 1+ #Enter search Criteria, Press Esc Key to Transmit T +Press Del Key to Terminate Delete Mode t CHANGE Contract Transactions * Contract Number 2898 endor Name object tatus Code Comments AMERICAN TOWER (FORMERLY SEATTLE SMSA) ALEXANDER LAKE - END OF WERNER ROAD ADMIN SVCS TEL Insurance Type Amount GL $2000000.00 PROP $2000000.00 AL $2000000.00 CPI Amount $348.00 Begin Date 07/08/1987 End Date 07/31/2004 Review Date 04/01/2004 Insurance Total $6000000.00 Insurance Review Date 10/01/2003 +------------------------------------------------ + BREWESTBREY-1 TELECOMMUNICATIONS FACILITIES LEASE AGREEMENT THIS LEASE AGREEMENT entered into by and between the City of Bremerton, a municipal corporation duly organized and existing under the laws of the State of Washington, as Lessor (hereinafter referred to as "City") and Seattle SMSA Limited Partnership, c/o AirTouch Communications, Inc. dba AirTouch Cellular (hereinafter referred to as "Lessee"). WITNESSETH: 1. PREMISES. The City hereby leases to the Lessee real property located at Alexander Lake for housing, installing, constructing, operating and maintaining certain telecommunications facilities, said real property and facilities being more specifically described and/or depicted in Schedule A, attached hereto and specifically incorporated herein (hereinafter referred to as Premises). Lessee agrees to accept such real property for such purpose, subject to the considerations, terms and conditions specified in this Telecommunications Facilities Lease Agreement (hereinafter referred to as "Lease"). 2. DEFINITIONS. For the purpose of this Lease, and the interpretation and enforcement thereof, the following words and phrases shall have the following meanings, unless the context of the sentence in which they are used shall indicate otherwise: "Person" means and includes corporations, companies, associations, joint stock companies or associations, firms, partnerships, limited liability companies and individuals and includes their lessors, trustees and receivers; "Public street" means any highway, street, alley or other public right of way for motor vehicle travel under the jurisdiction and control of the City which has been acquired, established, dedicated or devoted to highway purposes; "Public way" means and includes all public streets and utility easements, as those terms are defined herein, now or hereafter owned by the City, but only to the extent of the City's right, title, interest or authority to grant a permit or lease to occupy and use such streets and easements for telecommunications facilities; "Telecommunications carrier" means and includes every person that directly or indirectly owns, controls, operates or manages plant, equipment or property within the City, used or to be used for the purpose of offering telecommunications service; "Telecommunications facilities" means the plant, equipment and property, including but not limited to, cables, wires, conduits, ducts, pedestals, antennae, towers, electronics, equipment LEASE AGREEMENT - 1 U S West AirTouch - August 11, 1998 storage structures and other appurtenances used or to be used to transmit, receive, distribute, provide, house or offer telecommunications services; "Telecommunications provider" means and includes every person who provides telecommunications services over telecommunications facilities without any ownership or management control of the facilities; "Telecommunications service" means the providing or offering for rent, sale or lease, or in exchange for other value received, of the transmittal of voice, data, image, graphic and video programming information between or among points by wire, cable, fiber optics, laser, microwave, radio, satellite or similar facilities, with or without benefit of any closed transmission medium. "Utility easement" means any easement owned by the City and acquired, established, dedicated or devoted for public utility purposes not inconsistent with telecommunications facilities. 3. USES AND PURPOSES. Lessee shall have the use and occupancy of the Premises for the purpose of transmission and reception of telecommunication and signals in any and all frequencies using real property and telecommunications facilities approved in Schedule A. Lessee shall have the right, at its expense, to erect and maintain on the Premises improvements, personal property and facilities, as described in Schedule A and pursuant to successful completion of all requisite permit processes. City shall provide Lessee ingress, egress, and twenty-four hour a day, seven days a week access over the property to the Premises adequate to service the Premises and the telecommunication facilities at all times during this Lease. Lessee shall agree to pay an amount not to exceed $300 for road maintenance annually. 4. LEASE APPLICATION. Any person that desires to solicit the City's approval of a Lease shall file a lease proposal with the City which shall include the following: A. The identity and legal status of the applicant, including any affiliates; B. The name, address, telephone number and title of the officer, agent or employee responsible for the accuracy of the lease application statement; C. A description of the service that the applicant intends to offer or provide, or is currently offering or providing, to persons, firms, businesses or institutions within the City, or to those outside the City limits using facilities located within the City; D. A description of the telecommunications facilities or other equipment proposed to be located upon City property; LEASE AGREEMENT - 2 U S West AirTouch - August 11, 1998 E. A description of the City property upon which the applicant proposes to locate telecommunications facilities or other equipment; F. Signed set of owners drawings, preliminary plans and specifications in sufficient detail to identify: (1) Manufacturer standards, punch list on workmanship inspections for future sign -off by City inspectors for all telecommunication facilities being proposed by Lessee. (2) The location(s) of existing telecommunications facilities or other equipment upon the City property, whether publicly or privately owned. (3) The location and source of electric and other utilities required for the installation and operation of the proposed facilities. G. Accurate scale conceptual drawings and diagrams of sufficient specificity to analyze the aesthetic impacts of the proposed telecommunications facilities or other equipment; H. Whether the applicant intends to provide cable service, video dialtone service or other video programming service, and sufficient information to determine whether such service is subject to cable franchising; I. An accurate map showing the location of any existing telecommunications facilities in the City that applicant intends to use or lease; J. A description of the services or facilities that the applicant will offer or make available to the City and other public, educational and governmental institutions; K. Evidence that the applicant has explored possible co -location sites on existing tower sites on City or private property. L. Such other and further information as may be requested by the City; and M. A non-refundable application fee of Five Hundred and No/ 100 Dollars ($500.00). 5. NON-EXCLUSIVE LEASE. This Lease is nonexclusive and does not preclude the City from granting a similar lease, right, license, franchise, etc. to other carriers, providers or other persons for telecommunications or any other purpose. LEASE AGREEMENT - 3 U S Wes[ AirTouch - Augusl 11, 1998 6. TERM OF LEASE. This Lease shall be valid for a term of seven year(s) commencing August 1, 199 fand terminating July 31, 2004. T("Commencement Date") tkz�,_ 7. RIGHTS GRANTED. This Lease does not convey any right, title or interest in the City property, but shall be deemed the right only to use and occupy the City property for the limited purposes and term stated in the Lease. Further, this Lease shall not be construed as any warranty of title. 8. INTERFERENCE WITH OTHER USERS. The Lessee acknowledges that the City may enter into leases with other tenants for their equipment and telecommunications facilities for the purposes of transmitting and receiving telecommunication signals from City property. The City, however, is not in any way responsible or liable for any interference with Lessee's use of the City property which may be caused by the use and operation of any other tenant's equipment, even if caused by new technology. In the event that any other tenant's activities interfere with the Lessee's use of the City property, and such use or operation was not in existence on the date of execution of this Lease, and the Lessee cannot resolve this interference with the other tenants, the City will, upon written request by Lessee, cause such interfering use to cease. The Lessee shall cooperate with all other tenants to identify the causes of and work towards the resolution of any electronic interference problem. In addition, the Lessee agrees to eliminate any radio or television interference caused to City -owned facilities or surrounding residences at Lessee's own expense and without installation of extra filters on City -owned equipment. Lessee further agrees to accept such interference as may be received from City operated telecommunications or other City facilities located upon the City property subject to this Lease except those City antenna sites placed upon Lessee's facilities pursuant to Section I I.B. 9. OWNERSHIP AND REMOVAL OF IMPROVEMENTS. All buildings, landscaping and all other improvements, except telecommunications facility, shall become the property of the City upon expiration or termination of the Lease. In the event that the City requires removal of such improvements after termination of the Lease, such removal shall be accomplished at the sole expense of the Lessee and completed within 30 days after receiving notice from the City requiring removal of the improvements. Additional time may be granted upon the discretion of the City which approval shall not be unreasonably withheld. In the event that telecommunications facilities or other equipment are left upon City property after expiration or termination of the lease, they shall, at the City's option, if not removed by the Lessee upon 30 days written notice from the City, be removed and stored at the expense of Lessee. Stored telecommunications facilities that are not claimed by the Lessee within six (6) months from termination of the Lease shall become the property of the City. 10. CANCELLATION OF LEASE BY LESSEE. A. All Leases are contingent upon the Lessee obtaining all necessary permits, approvals and licenses for the proposed facilities. In the event that the Lessee is unable to obtain all such permits, approvals and licenses, it may cancel its lease, and obtain a pro rata refund in any LEASE AGREEMENT - 4 U S West AirTouch - August 11, 1998 rents paid, without further obligation by giving 30 days prior written notice to the City. Lessee agrees to restore City property to original condition if cancellation is requested. B. In the event that the holder of a Lease determines that the City property is unsuitable for its intended purpose, the Lessee shall have the right to cancel the Lease upon 180 days written notice to the City. However, no prepaid rent shall be refundable; except in the event any changes occur with respect to the City's use of the property subsequent to the effective date of this Lease (including but not limited to additional Lessees as permitted by the City) and such changes result in the property becoming unsuitable for Lessee's intended purpose. 11. COMPENSATION TO THE CITY. A. This Lease is subject to the City's right, which is expressly reserved, to 7 ammally fix •a fair and reasonable compensation to be paid for the rights granted to the Lessee; starting on the Commencement Date and on the first day of each month thereafter during the term of the Lease, Lessee shall pay rent at a rate of Six Hundred and No/100 Dollars ($600.00) per month, prorated for any partial months. Substantial expansion of the initial configuration contained in Schedule A will result in review and possible re -negotiation of the rental rate contained herein. At the beginning of each successive year thereafter, the monthly rent shall automatically be adjusted based upon the CPI for all urban consumers, Seattle -Tacoma index (1982-84=100) as published by the Bureau of Labor Statistics for the last month for which statistics are posted prior to the effective date above. However, rent shall not, in any case, decrease, nor shall the annual rent increase by more than five (5) percent per year above the annual rent for the preceding year. Any payments received after the due date shall include a late payment penalty of 2% of the annual rental fee for each day or part thereof past the due date. B. Additional Consideration. City shall be allowed, at City's sole expense, to attach City's communication antennas to Lessee's telecommunications tower provided City first obtains Lessee's prior written consent for such attachments. Lessee's approval for said attachments shall be contingent upon determining whether Lessee's tower is properly engineered to accommodate City's antenna system and such transmission shall not result in any impairment or diminution in the quality of Lessee's service. Further, said approval shall be given only after Lessee has reviewed and approved City's engineering plans for said antenna attachments in a location specified by Lessee. Approval shall not be unreasonably withheld. Upon written approval by Lessee, said attachments shall be installed by qualified licensed contractors and in accordance with Lessee's directives for the method of installment and with permits issued by all applicable governmental authorities having jurisdiction which shall first be obtained by City at its sole expense. City acknowledges and agrees that Lessee reserves the right to relocate City's antennas at any time(s) to accommodate modifications required for Lessee's future system LEASE AGREEMENT - 5 U S West AirTouch - August 11, 1998 requirements, provided such relocation shall provide equivalent quality of service after such relocation. C. Rent Adjustment. On the fourth annual anniversary date of the Commencement Date of the Lease ("Rent Adjustment Date") the City may adjust the rent due under the Lease in accordance with the following procedure: If the City chooses to adjust the rent, the Rent for the remainder of the Lease term commencing on the Rent Adjustment Date shall be the Fair Market Rental Value. The term "Fair Market Rental Value" shall be the rental rate that comparable space for a wireless telecommunications facility (in terms of quality of location for a similar facility in a similar location) would command on the open market at the time of Rent Adjustment Date. Such amount shall be determined jointly by the City and Lessee through good faith negotiations. If the City determines that a rent adjustment is warranted, it shall so notify Lessee in writing no earlier than one hundred eighty (180) days prior to the Rent Adjustment Date and no later than one hundred twenty (120) days prior to such date of the rental amount it proposes to commence on that date. Lessee shall respond in writing no later than thirty (30) days from receipt of the City's notice by accepting the proposed rent amount or if it determines that the proposed rent is unsatisfactory, it shall propose a suitable rental amount. The City and Lessee shall thereafter make a good faith and diligent effort to agree on the rent adjustment amount no later than thirty (30) days after receipt by the City of Lessee's proposed rent adjustment. D. Pursuant to Section 28 Lessee shall pay to the City 50% of any and all sublessee rent for co -location on Lessee's tower. 12. AMENDMENT OF LEASE. Except as provided within the existing Lease, a new lease application and Lease shall be required of any telecommunications carrier or other entity that desires to expand, modify, or relocate its telecommunications facilities or other equipment located upon City property. If ordered by the City to locate or relocate its telecommunications facilities or other equipment on the City property, the City shall grant a lease amendment without further application. 13. RENEWAL APPLICATION. A Lessee that desires to renew its Lease under this Article shall, not more than one hundred twenty (120) days nor less than sixty (60) days before expiration of the current Lease, file an application with the City for renewal of its Lease which shall include the following: A. The information required pursuant to Section 4; B. Any additional information required based upon elements of the current Lease agreement between the City and the Lessee; C. All deposits or charges required pursuant to City ordinances; LEASE AGREEMENT - 6 U S West AirTouch - August 11, 1998 D. A non-refundable application fee in the amount of Five Hundred and No/100 Dollars ($500.00). The City reserves the right to extend the review period for the renewal application if additional information is required. 14. OBLIGATION TO CURE AS A CONDITION OF RENEWAL. No Lease shall be renewed until any ongoing violations or defaults in the Lessee's performance of the Lease have been cured, or a plan detailing the corrective action to be taken by the Lessee has been approved by the City. 15. IMPROVEMENTS. During the term of this Lease if Lessee wishes to substantially expand the initial configuration contained in Schedule A, Lessee will submit a new application pursuant to Section 4. 16. POLICE POWER In accepting this Lease, the Lessee acknowledges that its rights hereunder are subject to the legitimate rights of the police power of the City to adopt and enforce general ordinances necessary to protect the safety and welfare of the public and it agrees to comply with all applicable general laws enacted by the City pursuant to such power. 17. INTERFERENCE WITH THE PUBLIC WAYS. The Lessee shall not locate or maintain its telecommunications facilities so as to unreasonably interfere with the use of the public ways by the City, by the general public or by other persons authorized to use or be present in or upon the public ways. All such facilities which interfere with public ways shall be moved by the Lessee, at the Lessee's cost, temporarily or permanently, as determined by the City Public Works and Utilities Director. 18. REPAIR AND EMERGENCY WORK. In the event of an unexpected repair or emergency, the Lessee may commence such repair and emergency response work as required under the circumstances, provided the Lessee shall notify the City as promptly as reasonably possible, before such repair or emergency work commences or as soon thereafter as possible if advance notice is not practicable. 19. MAINTENANCE OF LEASE FACILITIES. The Lessee shall maintain its facilities in good and safe condition and in a manner that complies with all applicable federal, state and local requirements. Lessee shall not permit waste, damage, or injury to the premises including any City property, public ways of the City, other ways or other property, whether publicly or privately owned, located in, on or adjacent thereto. Lessee shall not restrict site access to City. City shall have the exclusive right to inspect the Lessee's telecommunications facilities and equipment at any time during the term of this Lease to ensure compliance with the terms and conditions herein; Provided, however, Lessee has the right to be present at all inspections of Lessee's telecommunications facilities and equipment, and City shall give Lessee at ieast 24 hours prior notice of such intent. LEASE AGREEMENT - 7 U 8 West AirTouch - August 11, 1998 20. SIGNAGE. Lessee shall display a current sign on telecommunication facilities identifying Lessee, address and a 24 hour phone number. 21. RELOCATION OR REMOVAL OF FACILITIES. Within one hundred eighty (180) days following written notice from the City, the Lessee shall, at its own expense, temporarily or permanently remove, relocate, change or alter the position of any telecommunications facilities within the public ways or upon City property whenever the City Public Works & Utilities Director shall have determined that such removal, relocation, change or alteration is reasonable necessary for: A. The construction, repair, maintenance or installation of any City or other public improvement in or upon the public ways; and B. The operations of the City or other governmental entity in or upon the public ways. Additional time for removal or relocation may be granted at the discretion of the City which extension shall not be unreasonably withheld. If Lessee fails to remove the property upon request by the City, Lessee agrees to reimburse the City for any and all removal costs incurred by the City. 22. REMOVAL OF UNAUTHORIZED FACILITIES. Within thirty (30) days following written notice from the City, Lessee or any person who owns, controls or maintains on behalf of Lessee any unauthorized telecommunications system, facility or related appurtenances within the public ways or real property of the City shall, at its own expense, remove such facilities or appurtenances from the public ways or property of the City. A telecommunications system or facility is unauthorized and subject to removal in the following circumstances: A. Upon expiration or termination of the Lessee's Lease without approved extension or renewal; B. Upon abandonment of a facility within the public ways or real property of the City. Any property of a Lessee shall be deemed abandoned if left in place 30 days after expiration or termination of the Lease; C. if the system or facility was constructed or installed without the prior grant of a Lease; D. If the system or facility was constructed or installed without the prior issuance of a required City permits; and E. If the system or facility was constructed or installed at a location not permitted by the Lease. LEASE AGREEMENT - 8 U S West AirTouch - August 11, 1998 Provided, however, that the City may, in its sole discretion, allow a Lessee, or other such persons who may own, control, or maintain telecommunications facilities within the public ways or property of the City to abandon such facilities in place. No facilities of any type may be abandoned in place without the express written consent of the City. Any plan for abandonment or removal of a Lessee's facilities must be first approved by the Public Works and Utilities Director, and all necessary permits must be obtained prior to such work. Upon authorized permanent abandonment of the property of such persons in place, the property shall become that of the City, and such persons shall submit to the City an instrument in writing, to be approved by the City Attorney, transferring to the City the ownership of such property in which event, Lessee shall have no further obligations or liability with respect to such property or facilities. The provisions of this Section shall survive the expiration, revocation, or termination of the Lease granted hereunder. If the City does not authorize abandonment and Lessee fails to remove such facilities within thirty (30) days following notice, Lessee agrees to reimburse the City for any and all costs incurred by the City for facilities removal. 23. EMERGENCY REMOVAL OR RELOCATION OF FACILITIES. The City retains the right and privilege to cut or move any telecommunications facilities located within the public ways of the City and upon City property, as the City may determine to be necessary, appropriate or useful in response to any public health or safety emergency. The City shall not be liable to Lessee, or any other party for any direct, indirect, or any other such damages suffered by any person or entity of any type as a direct or indirect result of the City's actions under this Section. 24. DAMAGE TO FACILITIES. Unless directly and proximately caused by the willful, intentional or malicious acts by the City not otherwise authorized herein, the City shall not be liable for any damage to or loss of any telecommunications facility upon City property or within the public ways of the City as a result of or in connection with any public works, public improvements, construction, excavation, grading, filling, or work of any kind on such City property or within the public ways by or on behalf of the City. 25. RESTORATION OF PUBLIC WAYS, OTHER WAYS AND CITY PROPERTY. A. When the Lessee, or any person acting on its behalf, does any work in or affecting any public ways, other ways or City property, it shall, at its own expense, promptly remove any obstructions therefrom and restore such ways or property to City construction standards as adopted before the work was undertaken, unless otherwise directed by the City. Lessee shall obtain all requisite permits for such work. B. If weather or other conditions do not permit the complete restoration required by this Section, the Lessee shall temporarily restore the affected ways or property. Such temporary restoration shall be at the Lessee's sole expense and the Lessee shall promptly LEASE AGREEMENT - 9 U S West AvTouch - August 11, 1998 undertake and complete the required permanent restoration when the weather or other conditions no longer prevent such permanent restoration. C. The Lessee or other person acting in its behalf shall use suitable barricades, flags, flagmen, lights, flares and other measures as required for the safety of all members of the general public and to prevent injury or damage to any person, vehicle or property by reason of such work in or affecting such ways or property. D. The Public Works and Utilities Director shall be responsible for inspection and final approval of the condition of the public ways, other ways, and City property following any construction and restoration activities therein. Further, the provisions of this Section shall survive the expiration, revocation, or termination of this Lease. 26. FACILITIES MAPS. The Lessee shall provide the City with a map or maps accurately reflecting the horizontal and vertical location and configuration of all of its telecommunications facilities within the public ways and upon City property. The Lessee shall provide the City with updated maps upon request by the City. 27. BOOKS, RECORDS AND MAPS. All books, records, maps and other documents, maintained by the Lessee with respect to its telecommunications facilities within the public ways and upon City property shall be made available for inspection by the City at reasonable times and intervals; Provided, however, that nothing in this Section shall be construed to require the Lessee to violate state or federal law regarding subscriber privacy, nor shall this Section be construed to require the Lessee to disclose proprietary or confidential information without adequate safeguards for its confidential or proprietary nature. 28. LEASED CAPACITY AND CO -LOCATION. Lessee shall have the right, with prior City approval, to sublet the premises consistent with this Lease; provided: A. The Lessee shall furnish the City with a copy of any such proposed lease or agreement between the Lessee and its sub -lessee; B. The sub -lessee has complied, to the extent applicable, with the requirements contained in this Lease; C. The Lessee owns and/or controls the tower facility located on City property; D. The City and Lessee shall agree upon additional rental fee for sub -lessee hook-ups pursuant to Section 11.D. The City encourages co -location on existing telecommunications facilities and to that end will not unreasonably withhold approval of sub -leases. LEASE AGREEMENT - 10 U S West AirTouch - August 11, 1998 29. UTILITIES. Electricity, HVAC and telephone service, or other utilities are to be provided to the Premises and Site at Lessee's expense and as outlined in Schedule A. City shall cooperate with Lessee in obtaining utility service. 30. LICENSES AND TAXES. Upon commencement of the Lease, Lessee shall be responsible for paying real or personal property, excise leasehold, business and occupation, and/or other taxes or licenses which may in the future be assessed as a direct result of the Lessee's operations at the telecommunications facilities described herein. 31. INSURANCE. The Lessee shall, as a condition of the Lease, secure and maintain the following liability insurance policies insuring both the Lessee and the City, and its elected and appointed officers, officials, agents, employees, representatives, engineers, consultants, and volunteers against claims for injuries to persons or damages to property which may arise from or in connection with the exercise of the rights, privileges, and authority granted to the Lessee: A. Comprehensive general liability insurance, written on an occurrence basis, with limits not less than: (1) $2,000,000.00 for bodily injury or death to each person; (2) $2,000,000.00 for property damage resulting from any one accident; and (3) $2,000,000.00 for all other types of liability. B. Automobile liability for owned, non -owned and hired vehicles with a limit of $2,000,000.00 for each person and $2,000,000.00 for each accident; C. Worker's compensation within statutory limits and employer's liability insurance with limits of not less than $1,000,000.00; D. Comprehensive form premises -operations, explosions and collapse hazard, underground hazard and products completed hazard with limits of not less than $2,000,000.00; E. The liability insurance policies required by this Section shall be maintained by the Lessee throughout the term of the Lease, and such other period of time during which the Lessee is operating without a Lease hereunder, or is engaged in the removal of its telecommunications facilities. The Lessee shall provide an insurance certificate, together with an endorsement designating the City, and its elected and appointed officers, officials, agents, employees, representatives, engineers, consultants, and volunteers as additional insureds, to the City prior to the commencement of any work or installation of any facilities pursuant to said Lease. Any deductibles or self-insured retentions must be declared to and approved by the City. Payment of deductibles and self-insured retentions shall be the sole responsibility of the Lessee. LEASE AGREEMENT - 11 U S West AirTouch - August 11, 1998 The Lessee's insurance shall be primary insurance as respects the City, its officers, officials, employees, agents, consultants, and volunteers. Any insurance maintained by the City, its officers, officials, employees, consultants, agents, and volunteers shall be in excess of the Lessee's insurance and shall not contribute with it. The City shall be provided thirty (30) days advance notice of cancellation of any coverages required in 31.A. above; F. Within thirty (30) days after receipt by the City of said notice, and in no event later than fifteen (15) days prior to said cancellation or intent not to renew, the Lessee shall obtain and furnish to the City replacement insurance policies meeting the requirements of this Section. 32. GENERAL INDEMNIFICATION. Lessee covenants not to bring suit against the City and hereby agrees to defend, indemnify, and hold harmless the City, its appointed and elected officers, employees, agents and volunteers from and against any and all liability, loss, costs, damage, and expense, including costs and attorney fees in defense thereof, and including claims by the Lessee's own employees to which the Lessee might otherwise be immune under Title 51 RCW, because of actions, claims or lawsuits for damages resulting from personal or bodily injury, including death at any time resulting therefrom, sustained or alleged to have been sustained by any person or persons, and on account of damage to property, arising or alleged to have arisen directly or indirectly out of or in consequence of the performance of this Agreement, whether such injuries to persons or damage to property is due to the negligence of the Lessee, its agents, employees, representatives or assigns. This provision shall be inapplicable to the extent such damage or injury is judicially found to be caused by the sole negligence of the City. This provision waiving immunity for claims arising out of Title 51 RCW was specifically negotiated by the parties. Lessee assumes the risk of damage to its facilities located in the City's public ways, rights-of-way, easements, and property from activities conducted by the City, its officers, employees, agents, and volunteers. The Lessee releases and waives any and all claims against the City, its officers, employees, agents, and volunteers for damage to or destruction of the Lessee's facilities except to the extent any such damage or destruction is caused by the willful and malicious action of the City, its officers, employees, agents, or volunteers. 33. CONSTRUCTION AND COMPLETION BOND. A performance bond written by a corporate surety acceptable to the City equal to at least 100% of the estimated cost of constructing the Lessee's telecommunications facilities within the public ways of the City or upon City property shall be deposited in the event construction is commenced. A. Except as provided below, the construction bond shall remain in force until 60 days after substantial completion of the work, as determined by the City, including restoration of public ways and other property affected by the construction. B. The construction bond shall guarantee, to the satisfaction of the City: LEASE AGREEMENT - 12 U S West AirTouch - August 11, 1998 (1) Timely completion of construction; (2) Construction in compliance with applicable plans, permits, technical codes, and standards; (3) Proper location of the facilities as approved by the City; (4) Restoration of the public ways and other public or private property disrupted, damaged, or otherwise affected by the construction. The construction bond shall warrant said restoration work for a period of 1 year; (5) The submission of `as -built' drawings after completion of the work as required by this Chapter; and (6) Timely payment and satisfaction of all claims, demands or liens for labor, material or services provided in connection with the work. 34. ASSIGNMENTS OR TRANSFERS OF LEASE. Ownership or control of a Lease may not, directly or indirectly, be transferred, assigned or disposed of by sale, lease, merger, consolidation or other act of the Lessee, by operation of law or otherwise, without the prior written consent of the City, which consent shall not be unreasonably withheld or delayed, except as expressed by ordinance and then only on such reasonable conditions as may be prescribed therein. A. No Lease shall be assigned or transferred in any manner within twelve (12) months after the initial grant of the Lease, unless otherwise provided. B. Absent extraordinary and unforeseeable circumstances, system or integral part of a system shall be assigned or transferred before construction of the telecommunications facility has been completed. C. The Lessee and the proposed assignee or transferee of the system shall provide and certify the following information to the City not less than sixty (60) days prior to the proposed date of transfer: (1) Complete information setting forth the nature, terms and condition of the proposed transfer or assignment; (2) All information required of a lease applicant pursuant to Section 4 with respect to the proposed transferee or assignee; (3) Any other information reasonably required by the City; and LEASE AGREEMENT - 13 U S Wes[ AirTouch - August 11, 1998 (4) An application fee set by Section 4. D. No transfer shall be approved unless the assignee or transferee has the legal, technical, financial, and other requisite qualifications to own, hold and operate the telecommunications facility pursuant to this Lease. E. Unless otherwise provided in this Lease, the Lessee shall reimburse the City for all direct and indirect costs and expenses reasonably incurred by the City in considering a request to transfer or assign this Lease. No approval shall be deemed approved until all such costs and expenses have been paid. F. Any transfer or assignment of the lease, system, or integral part of a system without prior written approval of the City under this Section or pursuant to the Lease shall be void and is cause for revocation of the lease. G. Superseding all other assignments or transfer revisions herein, Lessee shall have the right, without prior notice to or consent by City, to assign or transfer this Lease to the communications entities which may emerge from the joint venture pending between U S West, Inc. and AirTouch Communications, Inc., which assignment or transfer, shall not release Lessee from any obligations or liability under the terms of this Lease. Except as provided above, Lessee shall make no other assignment or transfer of this Agreement without obtaining the written consent of Lessor, which consent shall not be unreasonably withheld. 35. TRANSACTIONS AFFECTING CONTROL OF LEASE. Any transactions which singularly or collectively result in a change of 50% or more of the ownership or working control of the Lessee, of the ownership or working control of the telecommunications facility, of the ownership or working control of affiliated entities having ownership or working control of the Lessee or of a telecommunications facility, or of control of the capacity or bandwidth of the Lessee's telecommunication system, facilities or substantial parts thereof, shall be considered an assignment or transfer requiring City approval pursuant to Section 34 hereof. Transactions between affiliated entities are not exempt from City approval. The Lessee shall promptly notify the City prior to any proposed change in, or transfer of, or acquisition by any other party of control of Lessee's company. Every change, transfer, or acquisition of control of a Lessee's company shall cause a review of the proposed transfer. In the event that the City adopts a resolution or other appropriate order denying its consent and such change, transfer or acquisition of control has been effected, the City may cancel the Lease. Approval shall not be required for mortgaging purposes or if said transfer is from the Lessee to another person or entity controlling, controlled by, or under common control with the Lessee. 36. REVOCATION OR TERMINATION OF LEASE. The Lease granted by the City to use or occupy public ways of the City or City property may be terminated for the following reasons: LEASE AGREEMENT - 14 U S West AirTouch - August 11, 1998 A. Lessee's construction or operation in the City or in the public ways of the City or upon City property without proper City authorization; B. Lessee's construction or operation at an unauthorized location; C. Unauthorized substantial transfer of control of the Lessee; D. Unauthorized assignment of Lease; E. Unauthorized sale, assignment or transfer of Lessee's Lease, assets, or a substantial interest therein; F. Misrepresentation by or on behalf of the Lessee in any application or written statement upon which the City relies in making the decision to grant, review or amend said Lease; City property; G. Abandonment of telecommunications facilities in the public ways or upon H. Failure to relocate or remove facilities as required in this Lease; L Failure to pay taxes, compensation, fees or costs when and as due the City; J. Insolvency or bankruptcy of the Lessee; K. Failure to construct or operate in accordance with approved permits; and L. Violation of any material provision or term of this lease. 37. NOTICE AND DUTY TO CURE. In the event that Lessee is in violation of or defaults under the provisions of the Lease, the Lessee shall be given written notice of the apparent violation, default or non-compliance, providing a short and concise statement of the nature and general facts of the violation, default or non-compliance, and providing the Lessee a reasonable period of time not exceeding 30 days to furnish evidence: A. That corrective action has been, or is being actively and expeditiously pursued, to remedy the violation, default or non-compliance; B. That rebuts the alleged violation, default or non-compliance; and C. That it would be in the public interest to impose some penalty or sanction less than revocation. LEASE AGREEMENT - 15 U S West AirTouch - August 11, 1998 38. HEARING. In the event that the Lessee fails to provide evidence reasonably satisfactory to the City as provided in Section 37 hereof, the City shall refer the apparent violation, default or non-compliance to the City Council. The City Council shall provide the Lessee with notice and a reasonable opportunity to be heard concerning the matter. 39. STANDARDS FOR REVOCATION OR LESSER SANCTIONS. If the City Council determines that a Lessee willfully violated or failed to comply with any of the provisions of this Lease or through willful misconduct or gross negligence failed to heed or comply with any notice given the Lessee by the City under the provisions of this Lease, then the Lessee shall, at the election of the City Council and upon thirty (30) days prior written notice by City, forfeit all rights conferred hereunder and the Lease may be revoked or annulled by the City Council. The City Council may elect, in lieu of the above and without any prejudice to any of its other legal rights and remedies, to pursue other remedies, including obtaining an order from the Superior Court having jurisdiction compelling the Lessee to comply with the provisions of this Lease, and to recover damages and costs incurred by the City by reason of the Lessee's failure to comply. The City Council shall utilize the following factors in analyzing the nature, circumstances, extent, and gravity of the violation and in making it's determination under this Section: requirements; A. Whether the misconduct was egregious; B. Whether substantial harm resulted; C. Whether the violation was intentional; D. Whether there is a history of prior violations of the same or other E. Whether there is a history of overall compliance; and F. Whether the violation was voluntarily disclosed, admitted or cured. 40. NOTICE OF ENTRY ON PRIVATE PROPERTY. If directed by the City, at least 24 hours prior to entering private property or streets or public easements adjacent to or on such private property to perform permitted new construction or reconstruction, a notice indicating the nature and location of the work to be performed shall be physically posted, at no expense to the City, upon the affected property by the Lessee. A door hanger may be used to comply with the notice and posting requirements of this Section. The Lessee shall make a good faith effort to comply with the property owner/resident's preferences, if any, on location or placement of underground installations (excluding aerial cable lines utilizing existing poles and existing cable paths), consistent with sound engineering practices. Provided, however, that nothing in this Lease shall permit the Lessee to unlawfully enter or construct improvements upon the property or premises of another. LEASE AGREEMENT - 16 U S West AirTouch - August 11, 1998 41. SAFETY REQUIREMENTS. The Lessee, in accordance with applicable federal, state, and local safety requirements shall, at all times, employ ordinary care and shall install and maintain and use commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injury, or nuisance to the public and/or workers. All structures and all lines, equipment and connections in, over, under, and upon the streets, sidewalks, alleys, and public ways or places of a Lease area, wherever situated or located, shall at all times be kept and maintained in a safe, suitable condition, and in good order and repair. The City reserves the general right to see that the telecommunications facility of the Lessee is constructed and maintained in a safe condition. If a violation of the National Electrical Safety Code or other applicable regulation is found to exist by the City, the City will, after discussions with the Lessee, establish a reasonable time for the Lessee to make necessary repairs. If the repairs are not made within the established time frame, the City may make the repairs itself or have them made and collect all reasonable costs thereof from the Lessee. 42. LIENS. Lessee shall not permit any Gen to be imposed upon the property of the City as a result of work done by or on behalf of user and shall indemnify and hold the City harmless against any and all expenses, including reasonable attorney's fees and court costs in connection with any such lien. 43. MISCELLANEOUS. A. This agreement shall be governed by the laws of the State of Washington. B. The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. C. Each party agrees to furnish the other, within ten (10) days after request, such truthful estoppel information as the other may reasonably request. D. This Lease constitutes the entire agreement and understanding of the parties, and supersedes all offers, negotiations and other agreements. There are no representations or understandings of any kind not set forth herein. Any amendments to said Lease must be in writing and executed by both parties. E. If either party is represented by a real estate broker in this transaction, that party shall be fully responsible for any fee due such broker. F. If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. G. Any notice or demand required to be given herein shall be made by certified or registered mail, return receipt requested, to the address of the respective parties set forth below: LEASE AGREEMENT - 17 US Wes[ AirTouch - Augusl 11, 1998 LESSOR: City of Bremerton Administrative Services Director 239 Fourth Street Bremerton, WA 98337 LESSEE: Seattle SMSA Limited Partnership c/o AirTouch Cellular 3560 161st Avenue SE MS -223 Be7Nevue, WA 98009-9211 44. NONDISCRIMINATION. Lessee shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status or disability, except employment actions based on a bona fide occupational qualification. Date: 0(o % SEATTLE SMSA LIMITED PARTNERSHIP BY: AIRTOUCH COMMUNICATIONS, INC. ITS: GEA&L PARTNER Gregg Cl�u�i Director, ��rr etwork Ops CITY OF BREMERTON Date: /0%0�� —�— LV14N S. HORTON, Mayor DEPARTMENTAL APPROVAL: W. EUGENE SAMkLEY„Hirector of Public Works & Utilities APP OVED AS TO FORM: GLE A MALANCA, City Attorney // // LEASE AGREEMENT - 18 U S West AirTouch - August 11, 1998 State of Washington ss. County of Kitsap On this day of 19-Y�, personally appeared Lynn S. Horton to me known to be the Mayor of the City of Bremerton, a municipal corporation, that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument. In witness whereof I have hereunto set my hand and affixed my official seal the day and year first above writte4,,�-,� •���SStury E1,a�-.V ItOT,aRy • �` C'Ja ,mac e * : Notary P lick and for the Stat of Washington PUBLIC�•� Residing at �j1 Zo s f J '%5-200:�G2 Mycommissionexpires: 5 -/S -Q.2 RECEIVED FOR FILING: k' VV, KATHLEEN L. MCCLUSKEY, City Clerk LEASE AGREEMENT - 19 U S West AirTouch- August 11, 1998 BRE WESTBREM-1 PARTNERSHIP ACKNOWLEDGMENT STATE OF WASHINGTON ) ) SS. COUNTY OF KING ) On this 16th day of September, 1998, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Gregg Clausius to me known to be the Director, NW Network Operations of Seattle SMSA Limited Partnership c/o AirTouch Communications, Inc. d/b/a AirTouch Cellular, the partnership that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said partnership, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the said instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. KAREN A. REID Notary name printed: Karen A. Reid NOTARY PUBLIC Notary Public in and for the State of Washington, STATE OF WASHINGTON residing at Lynnwood, Washington. COMMISSION EXPIRES JUNE 29, 2002 My appointment expires: June 29, 2002 SCHEDULE A BREWESTBREM-1 1/3 29 \ I I 140 I I +_�_ I i Note: Access to the site is via existing logging roads all of which are located on City of Bremerton property. LEGAL DESCRIPTION THAT PORTION OF SECTION 29, TOWNSHIP 24 NORTH, RANGE 1 EAST, M.M. KITSRP COUNTY, WASHINGTON DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 29: THENCE SOUTH 8002S'27" WEST (BEARINGS BASED ON TRUE NORTH) 2534.19 FEET TO THE TRUE POINT OF BEGINNING: THENCE NORTH 23024'00" EAST 60.00 FEET: THENCE NORTH 66036'00" WEST 50.00 FEET: THENCE SOUTH 23024'00" WEST 60.00 FEET: THENCE SOUTH 66036"00" EAST 50.00 FEET TO THE POINT OF BEGINNING. CONTAINING 3000 SQUARE FEET MORE OR LESS. i SCHEDULE A `'AA FIDNG- 421' A'aS'_ AVJ ,CP Of A TEI T� bIY f2AN' -OF OF TCwE I � I I i i I I BREWESTBREM-1 2/3 'l..I aS dNU C'SAORaN ,E� �_a_>6� QIWdhC a' Wi. S'7 Hw p:g0a-2T-9�. 0XIaThG '"' - 'ACE (a) 'A! -'C -O\- ALP -?21/.N AZIIIJTN 61' (S• ORb N -k-1 ON P'�W� "XISTING '2' - -ACE (1) DEC2EL M-967R9C-XC ADN'JTM 253 (3E2 ORIENTATION ?(AN) - C' WIATIQN M. P24A72CN2 A7IV TH 357.3• TO : WAIS91C4 EX67I144 Nw 2' ANWrN HP2-:80E AZIMUTH 88' TO : BREPCRTORCM EXISTING kW E' KW NP-i%A72 AZIMUTH Ea' \ TO SERmESIm EXISTING uW i MDREW HP4-180E A2IHUTH Sr TO ; aRE?OU1580 (SEE ORIENTATION PIAN) TOWER ELEVATION T.S. GROUND ELEVATION 720' AMSL 0INEEt . UA ... . Ll[ft*WF,SrNEWVECrOR GROUP, INC. WEST ��� FlI e. TITLE: OCU TQWER DMENT ETri. O.IA OATE 5 wcCToox $HT; 1 of 1 I SCALE: 1 I oc o c o I I I I 10 C m BREWESTBREM-1 2/3 'l..I aS dNU C'SAORaN ,E� �_a_>6� QIWdhC a' Wi. S'7 Hw p:g0a-2T-9�. 0XIaThG '"' - 'ACE (a) 'A! -'C -O\- ALP -?21/.N AZIIIJTN 61' (S• ORb N -k-1 ON P'�W� "XISTING '2' - -ACE (1) DEC2EL M-967R9C-XC ADN'JTM 253 (3E2 ORIENTATION ?(AN) - C' WIATIQN M. P24A72CN2 A7IV TH 357.3• TO : WAIS91C4 EX67I144 Nw 2' ANWrN HP2-:80E AZIMUTH 88' TO : BREPCRTORCM EXISTING kW E' KW NP-i%A72 AZIMUTH Ea' \ TO SERmESIm EXISTING uW i MDREW HP4-180E A2IHUTH Sr TO ; aRE?OU1580 (SEE ORIENTATION PIAN) TOWER ELEVATION T.S. GROUND ELEVATION 720' AMSL 0INEEt . UA ... . Ll[ft*WF,SrNEWVECrOR GROUP, INC. WEST ��� FlI e. TITLE: OCU TQWER DMENT ETri. O.IA OATE 5 wcCToox $HT; 1 of 1 I SCALE: 1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS THAT each of the entities identified on Schedule "A" attached hereto and by this reference made a part hereof as a Verizon Company (collectively , the "Compatties" or "Verizon Wireless") as of the AA' day of Or, -, 2015 does hereby make, constitute and appoint AMERICAN TOWERS LLC, AMERICAN TOWER DELAWARE CORPORATION, CALIFORNIA TOWER, INC. and SPECTRASITE COMMUNICATIONS, LLC (collectively, "American Tower") whose address is 116 Huntington Avenue, 11 `t' Floor, Boston, MA 02116, as its true and lawful attorney-in-fact in its name, place, and stead in the capacities as stated for the limited purposes hereafter set forth, with full power and authority to do and perform all of the following functions and to exercise all of the following powers that Verizon Wireless might or could do in connection with the leases, licenses, easements, permits or similar agreements for the communications facilities described herein: To negotiate, execute, deliver, purchase, take assignment of and/or record, as applicable, any agreement reasonably required to effectuate the extension of term of possession (which may include adding or modifying other terms and provisions of such agreements that American Tower, in its reasonable business judgment, determines are desirable or necessary) of the existing sites governed by (a) the Ailtel Sublease, (b) the ATC PV Sublease and (c) the SSI PV Sublease (each such existing site a "Property" or collectively, the "Properties"), together with such other documents and instruments reasonably necessary to implement, give effect to, or provide notice with respect to, such agreements and the subject matter thereof (such amendments, agreements or other documents and instruments, collectively defined herein as the "POA Extension Documents"). American Tower shall be solely responsible for any and all financial or operational obligations created or extended by a POA Extension Document, as well as any other new obligations (operational or otherwise) created by a POA Extension Document; provided, however that in no event shall American Tower agree to any obligation, term, provision or condition in a POA Extension Document that will result in an adverse impact on Verizon Wireless' ability to conduct its network operations at such Site subject to the POA Extension Document. 1. All parties dealing with American Tower, in its capacity as attorney-in-fact hereunder, in connection with the undersigned's affairs as described herein may fully rely upon the power and authority of American Tower, in its capacity as attorney-in-fact hereunder, to act for the undersigned and on the undersigned's behalf and in the undersigned's name, and may accept and rely upon POA Extension Documents entered into by, executed by, sent, and/or delivered by American Tower, in its capacity as attorney-in-fact hereunder. 2. Notwithstanding the foregoing, this Power of Attorney instrument shall not and does not grant to American Tower the authority and power to enter into any amendment if the total financial consideration for an individual Property exceeds Two Million and 00/100 Dollars ($2,000,000.00) for any committed financial obligation. 3. This Power of Attorney shall only be revocable as provided herein, and shall be and is effective as of the date of full execution, and shall only remain effective as to (A) the ATC PV Sublease and the SSI PV Sublease sites, until their respective revocation or termination as set forth herein, and as to (B) each site governed by the Alltel Sublease, upon the earlier of (i) the exercise of American Tower's purchase option for any such site, or (ii) their revocation or termination as set forth herein. Notwithstanding the foregoing, the Parties acknowledge and agree that the POAs with respect to any particular site shall expire upon expiration or termination of Verizon Wireless' ground interest at such Page 1 of 8 Site (provided, however, that Verizon Wireless' ground interest shall not be deemed to have been terminated for any period during which Verizon Wireless continues its operations at such Site as a holdover tenant). This Power of Attorney may be revoked and terminated by Verizon Wireless in the event (i) American Tower performs any acts or makes any representations not within the scope of authority granted therein, (ii) American Tower executes any amendments, documents or other agreements on behalf of Verizon Wireless not authorized herein, (iii) American Tower, through its exercise of a POA or execution of a POA Extension Document impairs or impedes Verizon Wireless' ability to conduct its network operations at a Site in a manner that cannot be or is not fully redressed by American Tower's performance of the indemnification obligations, as determined by Verizon Wireless in its commercially reasonable discretion, (iv) American Tower violates any applicable federal, state or local laws or regulations in the course of its exercise of this Power of Attorney, (v) Verizon Wireless makes a good faith determination that the continued existence of this Power of Attorney creates a conflict with any regulatory or legal requirements governing Verizon Wireless or its affiliates, (vi) the rights under the Alltel Sublease of any of the Verizon Wireless parties to such Alltel Sublease are assigned to any person or entity not controlled by Verizon Communications Inc., or (vii) any of such Verizon Wireless parties becomes controlled by a person or entity or group of persons or entities other than, and not controlling, controlled by or under common control with, Verizon Communications Inc., or Verizon Communications Inc. becomes controlled by a person or entity or group of persons or entities or merges or consolidates with any other entity and such person, entity, group of persons or entities has a good faith material business justification for requesting that Verizon Wireless revoke and terminate this Power of Attorney. Unless terminated or revoked earlier as provided herein, this Power of Attorney shall expire on December 31, 2099. 4. Within ten (10) business days of written request therefor, Verizon Wireless hereby agree and covenant to execute and deliver to American Tower and/or other parties designated by American Tower, such other reasonably required documents and instruments, including, without limitation, affidavits, certifications, confirmations, and/or other agreements, to verify and confirm that this Power of Attorney instrument has not been revoked, rescinded, terminated, modified or amended and that this Power of Attorney instrument is in full force and effect and/or to otherwise facilitate the closing of the amendments. Within ten (10) business days of written request therefor, American Tower hereby agrees and covenants to execute and deliver to Verizon Wireless and/or other parties designated by Verizon Wireless, any reasonably required documents and instruments, including, without limitation, affidavits, certifications, confirmations, and/or other agreements, to verify and confirm the revocation or termination of this Power of Attorney, if applicable. S. Verizon Wireless hereby acknowledge and agree that American Tower may derive benefit, either directly or indirectly, tangible or intangible, or for full or nominal consideration, from or in connection with the amendments and the closing of the same and hereby expressly agrees that nothing contained in this Power of Attorney instrument shall prohibit or be construed or deemed to prohibit the derivation of such benefit by American Tower. 6. American Tower, by executing this Power of Attorney instrument, hereby accepts the foregoing appointment as attorney-in-fact for Verizon Wireless with full knowledge of the duties and responsibilities imposed upon it. 7. This Power of Attorney and the rights of American Tower, in its capacity as attorney-in- fact hereunder, shall be governed by the laws of the State of [Insert appropriate jurisdiction]. 8. This Power of Attorney instrument may be executed in several counterparts, each of which when so executed and delivered, shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, even though all parties are not signatories to the original or Page 2 of 8 the same counterpart. 9. If it is later discovered by Verizon Wireless or American Tower that there are any Properties owned or operated by legal entities other than those appearing on Schedule A hereto, the parties agree to amend this Power of Attorney to revise Schedule A to include any such entity(ies). (Signatures commence on the following page) Page 3 of 8 IN WITNESS WHEREOF, theundersigned have caused this Power of Attorney to be duly executed and delivered this [day of , , 2015. WITNESSES: Signature: Print Name: Margar Salemi Signature: 1wid 1;X1 Print Name: Dwi oods STATE OF NEW JERSEY COUNTY OF SOMERSET COMPANIES and VERIZON WIRELESS By: -gmu IiC 2/� — Name: Michael Haberman Title: Authorized Signer, on behalf of each of the Companies in the capacity set forth on Schedule A ACKNOWLEDGEMENT Be it remembered that on the 1,4-e day of4�a , 2015, before me, the undersigned Notary Public, personalty appeared Michael Haberman, personally known to me (or proved to me on the basis of satisfactory evidence of identification to be the person whose name is subscribed to the within instrument) and this person acknowledged under oath, to my satisfaction that: (a) he is the Authorized Signatory of each of the Companies in the capacity set forth on Schedule A; (b) he is authorized to execute the attached instrument on behalf of the Companies; (c) he executed the attached instrument on behalf of and as the act of the Companies; and (d) the attached instrument was signed and made by the Companies, each as a duly authorized and voluntary act. Witness my hand and official seal. Notary Public My Commission Expires: Arlene C. Bell Commission # 2047583 (Signatures continue on following page) Notary Public, State of New Jersey My Commission Expires August 3, 2018 { SEAL. } Page 4 of 8 IN WITNESS WHEREOF,tie undersigned have caused this Power of Attorney to be duly executed and delivered this f day c �r , 2015. WITNESSES: Signature: 'A Me, .� ���� Mum Signature: Print Name: fiLt f OI AMERICAN TOWER G By: C Name: Edmund DiSa to Title: Executive Vice President, General Counsel & Chief Administrative Officer ACKNOWLEDGEMENT COMMONWEALTH OF MASSACHUSETTS COUNTY OF SUFFOLK Be it remembered that on the ILI— day of (7G�" , 2015, before me, the undersigned Notary Public, personally appeared Edmund DiSanto, personally known to me (or proved to me on the basis of satisfactory evidence of identification to be the person whose name is subscribed to the within instrument) and this person acknowledged under oath, to my satisfaction that: (a) he is the Executive Vice President, General Counsel & Chief Administrative Officer of the entities described in the within instrument as American Tower; (b) he is authorized to execute the attached instrument on behalf of American Tower; (c) he executed the attached instrument on behalf of and as the act of American Tower; and (d) the attached instrument was signed and made by American Tower, each as a duly authorized and voluntary act. `10%111111tIf1i/;,e�F� Witness my hand and official seat. .�`�s, jkl) r Al,f'� `%��.`G�` Gp�hMisSip��'`. 4� of P tc _ io My Commission Expires: q JEL} Q�q lj3 OF MAG Attachments """"""�'� Schedule "A" Page 5 of 8 Schedule "A" To Power of Attorney Companies Capacity of Signatory ALLTEL COMMUNICATIONS, LLC ALLTEL COMMUNICATIONS, LLC By: Nicola Palmer, Senior Vice President and Chief Network Officer CELLCO PARTNERSHIP d/b/a VERIZON CELLCO PARTNERSHIP dlbla VERIZON WIRELESS WIRELESS By: Nicola Palmer, Senior Vice President and Chief Network Officer VERIZON WIRELESS (VAW) LLC VERIZON WIRELESS (VAW) LLC By: Nicola Palmer, Senior Vice President and Chief Network Officer LOS ANGELES SMSA LIMITED PARTNERSHIP LOS ANGELES SMSA LIMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, as General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer AIRTOUCH CELLULAR AIRTOUCH CELLULAR By: Nicola Palmer, Senior Vice President and Chief Network Officer NEW PAR NEW PAR By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer COLORADO RSA NO. 3 LIMITED PARTNERSHIP COLORADO RSA NO. 3 LIMITED PARTNERSHIP By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer SEATTLE SMSA LIMITED PARTNERSHIP SEATTLE SMSA LIMITED PARTNERSHIP By: Cellco Partnership, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer Page 6 of 8 Companies Capacity of Signatory SACRAMENTO VALLEY LIMITED PARTNERSHIP SACRAMENTO VALLEY LIMITED PARTNERSHIP By: AirTouch Cellular, Its General. Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer OMAHA CELLULAR TELEPHONE COMPANY OMAHA CELLULAR TELEPHONE COMPANY By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer SPRINGFIELD CELLUAR TELEPHONE COMPANY SPRINGFIELD CELLUAR TELEPHONE COMPANY By: New Par, Its General Partner By: Verizon Wireless (VAW), LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer REDDING MSA LIMITED PARTNERSHIP REDDING MSA LIMITED PARTNERSHIP By: Sacramento Valley Limited Partnership, Its General Partner By: AirTouch Cellular, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer MUSKEGON CELLULAR PARTNERSHIP MUSKEGON CELLULAR PARTNERSHIP By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer WASATCH UTAH RSA NO. 2 LIMITED WASATCH UTAH RSA NO. 2 LIMITED PARTNERSHIP PARTNERSHIP By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice. President and Chief Network Officer IDAHO RSA NO. 2 LIMITED PARTNERSHIP IDAHO RSA NO. 2 LIMITED PARTNERSHIP By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer Page 7 of 8 Companies Capacity of Signatory IDAHO RSA 3 LIMITED PARTNERSHIP IDAHO RSA 3 LIMITED PARTNERSHIP By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer MODOC RSA LIMITED PARTNERSHIP MODOC RSA LIMITED PARTNERSHIP By: AirTouch Cellular, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer TOPEKA CELLULAR TELEPHONE COMPANY, TOPEKA CELLULAR TELEPHONE COMPANY, INC. INC. By: Nicola Palmer, Senior Vice President and Chief Network Officer ATHENS CELLULAR, INC. ATHENS CELLULAR, INC. By: Nicola Palmer, Senior Vice President and Chief Network Officer ST. JOSEPH CELLTELCO ST. JOSEPH CELLTELCO By: Verizon Wireless (VAW) LLC, Its General Partner By: Nicola Palmer, Senior Vice President and Chief Network Officer Page 9 of 8 »- SCHEDULE « mmESTmEMw », ».rAAL _.AC.L. ,E. me w .,. LA \( \� ,7 I 7 |\ {� \( \� ACOR �®DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 07/10/2019 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. Boston MA Office CONTACT NAME: PHONE (866) 283-7122 FAX (800) 363-0105 (AIC. No. Ext): AIC, No.): 53 State Street Suite 2201 E-MAIL ADDRESS: Boston MA 02109 USA RGD94376140 'RECEIVE"' INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Great American Insurance Company of NY 22136 American Tower Corporation 116 Huntington Avenue (� 11th Floor �/ ' ` ' I INSURER B: Greenwich insurance Company 22322 INSURER C: XL Specialty Insurance Co 37885 Boston MA 02116-5786 USA INSURER D: INSURER E: v INSURER F: COVERAGES CERTIFICATE NUMBER: 570077476849 REVISION NUMBER: THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICYEXP LIMITS B X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X O CUR RGD94376140 'RECEIVE"' D l $2,000,006 EACH OCCURRENqINJURY A A $1,000,000 PREMISES RENTEa occ MED EXP (Any one $10,000 v JUL 1 1 201 PERSONAL B ADV $1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREG$5,000,000 X POLICY ❑ PRO ❑ LOC JECT OTHER: City of Bremertc n PRODUCTS - COM$2,000,6160 B AUTOMOBILE LIABILITY RAD94376150 2/01/2018 12/01/2019 COMBINED SINGLE LIMIT $2,000,009 Ea accident BODILY INJURY ( Per person) X ANYAUTO OWNED SCHEDULED AUTOS ONLYAUTOS HIRENON-OWNED ONLY AUTOS ONLY BODILY INJURY (Per accident) PROPERTY DAMAGE Per accident A X UMBRELLALIAB X OCCUR UMB2869870 12/01/2018 12/01/2019 EACH OCCURRENCE $10,000,000 FEXCESS LIAB CLAIMS -MADE AGGREGATE $10,000,000 DED I X RETENTIONY25,000 C C WORKERS ORKS SCOMPENS YIONAND ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? NIA RWD943538606 (AOS) RWR943547006 12/01/2018 12/01/2018 12/01/2019 12/01/2019 X 11 STER ATUTE aRH E.L. EACH ACCIDENT $1, 000 00 E.L. DISEASE -EA EMPLOYEE $1,000,0 0 (Mandatory in NH) (Retro Ded.) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,00() DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Site# 83092, Site Name: West Bremerton, WA, Site Address: 1301 Union Ave., Bremerton, WA 98312. The City and its elected and appointe fficers, officials, agents, employees, representatives, engineers, consultants and volunteer are included as Addition,1 sured in accordance with the policy provisions of the General Liability policy. CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD N 0 oMo m c m a d M 0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WALL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Of Bremerton AUTHORIZED REPRESENTATIVE Attn: Melinda Monroe;—fYtp-t3'EPR� 345 6th Street, Suite 100 Bremerton WA 98337 USA V. 91 date Q ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD N 0 oMo m c m a d M 0 AGENCY CUSTOMER ID: 570000069199 LOC #: ACORO® AnniTir)KIAI RF:MAR6(C Clf'_1- l=nl 11 1= Pane 1 of 2 AGENCY Aon Risk Services Northeast, Inc. NAMED INSURED merican Tower Corporation 116 Huntington Avenue POLICY NUMBER RGD943761406, RAD943761506, UMB2869870, RWD943538606, RWR943547006 Boston, Massachusetts 02116-5786 States CARRIER NAICCODE"United Great American Assurance Company 22136 Greenwich Insurance Company 22322 EFFECTIVE DATE: 121112018-12/1/2019 XLSpecialty Insurance Co 37885 G\NJ NJ al IvJ C G\■ THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance ADDITIONAL INFORMATION Named Insureds: American Tower Corporation, including all subsidiaries and affiliated entities. American Tower Corporation has Additional Insured Endorsements that apply to the Commercial General Liability and Automobile Liability policies issued by Greenwich Insurance Company. Because of the nature of these endorsements, it is not necessary to specifically schedule parties with a contractual and insurable interest, as Additional Insured status is extended to those parties by the nature of the written business relationship as follows: BLANKET ADDITIONAL INSURED INCLUDES: Any person or organization with an insurable interest is additional insured, as required by written contract with the named insured, but only in accordance with the policy terms. ADDITIONAL INSURED — Scheduled Designated Person or Organization Schedule: ALL PREMISES WHERE REQUIRED BY CONTRACT The insurance provided will not exceed the lesser of 1. The coverage and/or limits of this policy, or 2. The coverage and/or limits required by said contract or agreement. The insurance provided does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization shown in the schedule. 3. Professional Services. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT applies to GL, Auto, and WC Policies: In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, 60 days advanced written notice will be mailed or delivered to Certificate Holders. ADDITIONAL INSURED LESSOR — Additional Insured and Loss payee — Automobile Liability Schedule: Where required by written contract. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORO® AGENCY CUSTOMER ID: 570000069199 LOC #: AnnITIONAI RF'MARKS S('.HFlllll F Pape 2 of 2 AGENCY NAMED INSURED Aon Risk Services Northeast, Inc. American Tower Corporation 116 Huntington Avenue POLICY NUMBER RGD943761406, RAD943761506, UMB2869870, RWD943538606, RWR943547006 Boston, Massachusetts 02116-5786 nited States CARRIER NAIC CODE Great American Assurance Company Greenwich Insurance Company 22136 22322 EFFECTIVE DATE: 12/1/2018-12/1/2019 XL Specialty Insurance Co 37885 AQUI I IUIVAL THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Description: Any auto leased or rented to you. A. Coverage: 1. Any "leased auto' designated or described in the schedule will be considered a covered "auto' you own and not a covered "auto" you hire or borrow. For a covered "auto' that is a "leased auto," Who Is An Insured is changed to include as an "insured" the lessor named in the Schedule. 2. The coverages provided under this endorsement apply to any "leased auto' described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto," whichever occurs first. B. Loss Payable Clause: 1. We will pay, as interest may appear, you and the lessor named in this endorsement for "loss" to a "leased auto." 2. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation: 1. If we cancel the policy, we will mail notice to the lessor in accordance with the cancellation Common Policy Condition 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premium. E. Additional Definition: "Leased auto" means an "auto' leased or rented to you, including any substitute, replacement or extra "auto' needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ��-1 ® DATE(MM/DD/YYYY) .4 CERTIFICATE OF LIABILITY INSURANCE „/26/20,9 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED a, REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. co 03 IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSUREDprovisions or be endorsed.If p Y( ) � SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this — certificate does not confer rights to the certificate holder in lieu of such endorsement(s). .c CONTACT a) PRODUCER 73NAME: Aon Risk Services Northeast, Inc. Boston MA Office (A/CNNo.Ext): (866) 283-7122 FAX No); (800) 363-0105 'LSO 53 State Street E-MAIL p Suite 2201 ADDRESS: I Boston MA 02109 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Greenwich Insurance Company 22322 American Tower Corporation INSURER B: XL Specialty Insurance Co 37885 116 Huntington Avenue 11th Floor INSURER C: Great American Insurance Company of NY 22136 Boston MA 02116-5786 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570079348125 REVISION NUMBER: THIS IS TO CERTIFY THAT 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.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY RGD943761407 12/01/2019 12/01/2020 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 N GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 a X POLICY I 1 JECOT LOC PRODUCTS-COMP/OP AGG $2,000,000 m — o OTHER: N- A AUTOMOBILE LIABILITY RAD943761507 12/01/2019 12/01/2020 COMBINED SINGLE LIMIT $2,000,000 Lo (Ea accident) .. X ANY AUTO BODILY INJURY(Per person) o Z OWNED SCHEDULED BODILY INJURY(Per accident) 0 AUTOS ONLY _ AUTOS iii HIRED AUTOS NON-OWNED PROPERTY DAMAGE V ONLY _AUTOS ONLY (Per accident) d) C x UMBRELLALIAB X OCCUR UMB2969758 12/01/2019 12/01/2020 EACH OCCURRENCE $10,000,000 U EXCESSLMB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$25,000 B WORKERS COMPENSATION AND RWD943538607 12/01/2019 12/01/2020 x PER STATUTE OTH- EMPLOYERS'LIABILITYER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N (AOS) E.L.EACH ACCIDENT $1,000,000 B OFFICER/MEMBER EXCLUDED? N N/A RwR943547007 12/01/2019 12/01/2020 (Mandatory in NH) (Retro Ded.) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000— 11111 Jag DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Site# 83092, Site Name: West Bremerton, WA, Site Address: 1301 Union Ave., Bremerton, WA 98312. The City and its elected - and appointed officers, officials, agents, employees, representatives, engineers, consultants and volunteer are included as I1y,—.' Additional Insured in accordance with the policy provisions of the General Liability policy. W i CERTIFICATE HOLDER CANCELLATION - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Bremerton AUTHORIZED REPRESENTATIVE r - Attn: Melinda Monroe, City Clerk z 345 6th street, Suite 100 �T Bremerton WA 98337 USA (� `��L�_ ll�s� ,(/',O Lv. m Six. 6rG�c �//s� a/ - ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD —, ® DATE)MM/DD/YYYY) '4 fl CERTIFICATE OF LIABILITY INSURANCE 01/07/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED rn REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. co IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). c PRODUCER CONTACT a NAME: Aon Risk Services Northeast, Inc. Boston MA Office (A//CNNo.Ext): (866) 283-7122 FAX No): (800) 363-0105 a 53 State Street E-MAIL _ Suite 2201 RECEIVED ADDRESS: Boston MA 02109 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Greenwich Insurance Company 22322 American Tower Corporation JAN 0 7 2020 INSURERB: XL Specialty Insurance co 37885 116 Huntington Avenue 11th Floor INSURERC: Great American Insurance Company of NY 22136 Boston MA 02116-5786 USA INSURER D: 0 1 • .-0-yp City of Bremerton 90,/'� Risk Management INSURER E: V L.J INSURER F: COVERAGES CERTIFICATE NUMBER:570080117105 REVISION NUMBER: THIS IS TO CERTIFY THAT 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.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YY (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY RGD943761407 12/01/20 12/01/2020 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR /9 PREMISES(Ea occurrence) $1,000, 00 MED EXP(Any one person) $10,000 Y PERSONAL&ADV INJURY $1,000,000 0 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000r PRO- X POLICY LOC r JECT PRODUCTS-COMP/OP AGG $2,000,000 m 0 OTHER: o N- A RAD943761507 12/01/2019 12/01/2020 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $2,000,000 OOO,OOO (Ea accident) .. X ANY AUTO BODILY INJURY(Per person) 0 Z OWNED —SCHEDULED BODILY INJURY(Per accident) N AUTOS ONLY AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE CO U ONLY _AUTOS ONLY Per accident) - t C X UMBRELLALIAB X OCCUR UMB2969758 12/01/2019 12/01/2020 EACH OCCURRENCE $10,000,00 '�U EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000 0 DED X RETENTION$25,000 B WORKERS COMPENSATION AND RWD943538607 12/01/201912/01/2020 X PER STATUTE oTH- EMPLOYERS'LIABILITY Y/N (AOS) ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 B OFFICER/MEMBER EXCLUDED' N N/A RWR943547007 12/01/201912/01/2020 (Mandatory in NH) (Retro Ded.) E.L.DISEASE-EA EMPLOYEE $1,000�O M If yes,describe under YO( DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000, OO— MI JM DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) tip♦ Site# 83092, RE: Site Name: west Bremerton, WA, Site Address: 1301 Union Ave., Bremerton, WA 98312. The City of Bremerton i and its elected and appointed officers, officials, agents, employees, representatives, engineers, consultants and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability policy. General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to Additional Insured, but only in vi accordance with the policy's provisions. A waiver of Subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the General Liability, Automobile Liability and Workers' Compensation policies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. -- City of Bremerton AUTHORIZED REPRESENTATIVE Attn: Melinda Monroe, City Clerk 345 6th Street, Suite 100 =' Bremerton WA 98337 USA ..P.i p�f ,(/', t ' M Jtd/c c/ cJl�hres eJ - ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: RGD9437614-07 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED/ PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): Where required by written contract executed prior to loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown in the Declarations. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 ENDORSEMENT# This endorsement, effective 12:01 a.m., 12-01-2019, forms a part of Policy No. RGD9437614-07 issued to American Tower Corporation by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE CLAUSE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS COVERAGE PART It is agreed that to the extent th t insurance) afforded to any Additional Insured under this policy, this insurance shall apply as privery and nottntributing with any insurance carried by such Additional Insured, as required by written contract. All other terms and conditions of this policy remain unchanged. XIL 424 0605 ©, 2005, XL America, Inc. POLICY NUMBER:RGD9437614-07 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Where required by written contract or agreement executed prior to loss (except where not permitted by law). Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV- Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 ©Insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: RAD943761507 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: AMERICAN TOWER CORPORATION Endorsement Effective Date: December 1, 2019 SCHEDULE Name(s) Of Person(s) Or Organization(s): Where required by written contract or agreement executed prior to loss (except where not permitted by law). Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by written agreement signed prior to loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured RWD9435386-07 American Tower Corporation Insurance Company Countersigned by XL Specialty Insurance Company WC 00 03 13 (Ed. 4-84) ®1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by written agreement signed prior to loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured RWR9435470-07 Premium Included American Tower Corporation Insurance Company Countersigned by XL Specialty Insurance Company WC 00 03 13 (Ed. 4-84) e 1983 National Council on Compensation Insurance. 2$q3 �� as DATE)MM/DD/YYYY) A a CERTIFICATE OF LIABILITY INSURANCE 01/07/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED o REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. co IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this °,2—' certificate does not confer rights to the certificate holder in lieu of such endorsement(s). .c CONTACT tv PRODUCER -a NAME: AOn Risk Services Northeast, Inc. AX Boston MA Office (A/CNNo.Ext): (866) 283-7122 FAX No.): (800) 363-0105 .`Na 53 State Street E-MAIL p Suite 2201 ADDRESS: _ Boston MA 02109 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Greenwich Insurance Company 22322 American Tower Corporation INSURER B: XL Specialty Insurance Co 37885 116 Huntington Avenue llth Floor INSURER C: Great American Insurance Company of NY 22136 Boston MA 02116-5786 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570080117105 REVISION NUMBER: THIS IS TO CERTIFY THAT 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.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY RGD943761407 12/01/2019 12/01/2020 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 0 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 PRO- X POLICY JECT LOC PRODUCTS-COMP/OPAGG $2,000,000 0 0 OTHER: o F- A RA0943761507 12/01/2019 12/01/2020 COMBINED SINGLE LIMIT Lo AUTOMOBILE LIABILITY $2,QQQ,QQQ (Ea accident) .. X ANY AUTO BODILY INJURY(Per person) 0 Z OWNED SCHEDULED BODILY INJURY(Per accident) 0) AUTOS ONLY AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE 0 ONLY AUTOS ONLY (Per accident) w 1= d C X UMBRELLA LIAB X OCCUR UMB2969758 12/01/2019 12/01/2020 EACH OCCURRENCE $10,000,000 V EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION S25,000 B WORKERS COMPENSATION AND RWD943538607 12/01/2019 12/01/2020 X PER STATUTE OTH- EMPLOYERS'LIABILITY ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N (AOS) E.L.EACH ACCIDENT $1,000,000 B OFFICER/MEMBER EXCLUDED° N N/A RWR943547007 12/01/2019 12/01/2020 (Mandatory in NH) (Retro Ded.) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000-- - jM DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) �� Site# 83092, RE: Site Name: West Bremerton, WA, Site Address: 1301 Union Ave., Bremerton, WA 98312. The City of Bremerton i and its elected and appointed officers, officials, agents, employees, representatives, engineers, consultants and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability policy. General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions. A waiver of Subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the General Liability, Automobile Liability and Workers' Compensation policies. CERTIFICATE HOLDER CANCELLATION .7-e SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE z. POLICY PROVISIONS. City of Bremerton AUTHORIZED REPRESENTATIVE Attn: Melinda Monroe, City Clerk r-- 345 6th Street, Suite 100 ei- Bremerton WA 98337 USA .Q4 c'�I2- /�2 �f�' e M cXXasz Ls01c c/� ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: RGD9437614-07 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): Where required by written contract executed prior to loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown in the Declarations. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 ENDORSEMENT# This endorsement, effective 12:01 a.m., 12-01-2019, forms a part of Policy No. RGD9437614-07 issued to American Tower Corporation by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE CLAUSE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS COVERAGE PART It is agreed that to the extent that insurance is afforded to any Additional Insured under this policy, this insurance shall apply as primary and not contributing with any insurance carried by such Additional Insured, as required by written contract. All other terms and conditions of this policy remain unchanged. XIL 424 0605 ©, 2005, XL America, Inc. POLICY NUMBER:RGD9437614-07 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Where required by written contract or agreement executed prior to loss (except where not permitted by law). Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV- Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 ©Insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: RAD943761507 COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: AMERICAN TOWER CORPORATION Endorsement Effective Date: December 1, 2019 SCHEDULE Name(s) Of Person(s) Or Organization(s): Where required by written contract or agreement executed prior to loss (except where not permitted by law). Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 ©Insurance Services Office, Inc., 2011 Page 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by written agreement signed prior to loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured RWD9435386-07 American Tower Corporation Insurance Company Countersigned by XL Specialty Insurance Company WC 00 03 13 (Ed. 4-84) ©1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by written agreement signed prior to loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured RWR9435470-07 Premium Included American Tower Corporation Insurance Company Countersigned by XL Specialty Insurance Company WC 00 03 13 (Ed. 4-84) 0 1983 National Council on Compensation Insurance.