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HomeMy WebLinkAbout4011 Resolution - ATT Communications Site License AgrRESOLUTION NO. 4011 A RESOLUTION AUTHORIZING EXECUTION OF THE COMMUNICATION SITE LICENSE AGREEMENT WITH NEW CINGULAR WIRELESS PCS, LLC, FOR THE UTILIZATION OF SPACE ON THE IRRIGATION WATER RESERVOIR FOR THE PLACEMENT OF COMMUNICATIONS -RELATED EQUIPMENT, INCLUSIVE OF SPACE ON THE GROUND FOR ADDITIONAL EQUIPMENT. WHEREAS, Licensor owns the real property located at 5427 Road 76, Pasco, WA, as is more fully described on Exhibit A — Licensor Property attached hereto and incorporated herein by this reference (the "Licensor Property"), upon which is located a municipal water tower designated as the "Old Tower" (as also identified on Exhibit A); and WHEREAS, Licensee operates a communications network, and desires to utilize space on the Licensor Property for the placement of communications -related equipment, inclusive of space on the ground, and space on the Old Tower; and WHEREAS, Licensor also licenses space on the Old Tower to T -Mobile and additional space on the Licensor Property to additional wireless carriers; and WHEREAS, Licensor desires to allow Licensee to utilize portions of the Licensor Property in a manner that will not interfere with the existing users of the Licensor Property. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: Section 1. The City Council of the City of Pasco hereby authorizes the City Manager for the City of Pasco to execute the Communication Site License Agreement with New Cingular Wireless PCS, LLC; and Be It Further Resolved that this Resolution shall be in full force and effect upon adoption. PASSED BY the City Council of the City of Pasco, Washington this 16th day of November 2020. Saul Martinez Mayor ATTEST: Debra Barham, CMC City Clerk Resolution — New Cingular Wireless PCS, LLC Agreement -1 APYR D�1. M: Kerr erg aw, PL City Atto COMMUNICATION SITE LICENSE AGREEMENT THIS COMMUNICATION SITE LICENSE AGREEMENT (the "Agreement" or "License"), is effective as of the latter date signed below ("Effective Date") by and between the City of Pasco, a Washington municipal corporation ("Licensor"), and New Cingular Wireless PCS, LLC, a Delaware limited liability company ("Licensee"). Licensor and Licensee may be collectively referred to herein as "Parties" or individually as a "Party". RECITALS WHEREAS, Licensor owns the real property located at 5427 Road 76, Pasco, WA, as is more fully described on Exhibit A — Licensor Property attached hereto and incorporated herein by this reference (the "Licensor Property"), upon which is located a municipal water tower designated as the "Old Tower" (as also identified on Exhibit A); and WHEREAS, Licensee operates a communications network, and desires to utilize space on the Property for the placement of communications -related equipment, inclusive of space on the ground, and space on the Old Tower; and WHEREAS, Licensor also licenses space on the Old Tower to T -Mobile and additional space on the Property to additional wireless carriers; and WHEREAS, Licensor desires to allow Licensee to utilize portions of the Property in a manner that will not interfere with the existing users of the Property. NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Communication Site/Premises. Licensor hereby licenses to Licensee those portions of the Licensor Property consisting of (i) ground space specifically shown on Exhibit B -Ground Premises ("Ground Premises"), (ii) certain equipment located on the Old Tower as shown on Exhibit B-1 – Tower Premises ("Tower Premises"), and (iii) space for access and underground utilities as shown on Exhibit B-2 – Access and Utility Premises ("Access and Utility Premises"). The Ground Premises, Tower Premises, and Access and Utility Premises together may be collectively referred to herein as the "Premises". Licensee's personal property installed within the Premises and any cabling providing utilities thereto are herein referred to as the "Licensee Facilities". Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 2. Permitted Use. Provided that Licensee is in compliance with all the terms and conditions of this Agreement, Licensee shall have the right to use the Premises for the purpose of maintaining, repairing, and operating a communications facility and for the uses incidental thereto (collectively, the "Permitted Use"). Licensee, at its sole expense, shall secure all necessary licenses, permits and all other necessary governmental approvals for its intended uses of the Premises. Licensor shall reasonably cooperate with Licensee in providing the necessary information for the completing of such applications, required licenses, permits, and approvals. Licensee shall ensure all work is completed in workmanlike manner, and Licensee shall keep the Licensor Property, including the Premises, free and clear of any mechanics' or materialmen's liens arising out of any activities performed by or on behalf of Licensee. 3. Term. 3.1. The initial license term will be five (5) years (the "Initial Term"), commencing on the Effective Date, and expiring at midnight on the fifth (5th) anniversary of the Effective Date. 3.2. This Agreement will automatically renew for three (3) additional five (5) year terms (each additional five (5) year term shall be defined as an "Extension Term"), upon the same terms and conditions set forth herein unless Licensee notifies Licensor in writing of Licensee's intention not to renew this Agreement at least sixty (60) days prior to the expiration of the Initial Term or the then -existing Extension Term. 3.3. Unless the Agreement is terminated as otherwise permitted herein, following the expiration of the final Extension Term, this Agreement shall continue in force upon the same covenants, terms and conditions for a further term of one (1) month, and for monthly terms thereafter ("Holdover Terms") until terminated by either party hereto by giving to the other party hereto thirty (30) calendar days prior written notice of its intention to so terminate. The License Fee (defined below) during such Holdover Terms shall be equal to the 150% of the License Fee paid for the last month of the final Extension Term. 3.4. The Initial Term, any Extension Terms, and any Holdover Terms are collectively referred to as the "Term." 4. License Fees. 4.1. Within forty-five (45) days of the Effective Date, Licensee shall pay to Licensor Three Thousand and 00/100 Dollars ($3000.00) (the "Initial Payment"). Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 4.2. Commencing on the first day of the month following the earlier of the date that Tenant commences construction or six (6) months after the Effective Date (the "Rent Commencement Date"), Licensee shall pay to Licensor a monthly license fee of Two Thousand Five Hundred Dollars and 00/100 ($2,500) ("License Fee") to the Payment Address below. The License Fee shall be due and payable in advance, on or before the first (1st) calendar day of each month. The initial payment of the License Fee will be forwarded by Licensee to Licensor within forty-five (45) days after the Rent Commencement Date. 4.3. On the first anniversary of the Effective Date, and on each anniversary thereafter during the Term, the License Fee shall increase by three percent (3%) over the preceding year's License Fee. 4.4. Any payments due under this Agreement shall clearly identify this Agreement, and shall be made payable to Licensor at the following "Payment Address": City of Pasco 525 North 3rd Ave. P. O. Box 293 Pasco, Washington 99301 Licensor may designate in writing at least thirty (30) calendar days in advance of any payment due date by notice given in accordance with Section 17 herein. In the event Licensor designates in writing that payments shall be made to another person or firm, such writing shall include a duly completed IRS form W-9, or replacement governmental form, for such person or firm as Licensor may designate. 4.5. Any amount owed by Licensee under this Agreement received by Licensor on or after the fifteenth (15th) calendar day from which it was due shall be a monetary Default of this agreement and, in addition to any other rights and remedies contained herein, shall be subject to a penalty of five percent (5%) of the past due amount, and the balance (including unpaid penalties and interest owed) shall accrue interest at the rate of one percent (1%) per month until paid in full. 5. Improvements; Maintenance Obligations. 5.1. Licensor shall maintain its Property, including the Old Tower, in accordance with all applicable laws. Licensee, at its sole cost and expense, shall maintain the Premises and Licensee Facilities thereon in good order and condition. Licensee shall make annual inspections of the Tower Premises, including, without limitation, the mounts connecting 3 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 Licensee's equipment to the Old Tower, and provide a copy of the inspection report to Licensor within 30 days of Licensee's receipt of same. 5.1.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, should Licensor determine in Licensor's sole discretion that Licensee has failed to maintain the Premises as required herein, or Licensee's use thereof has caused or threatens to cause harm to persons or property, including the Old Tower, Licensor shall provide notice to Licensee of such harm or threats (the "Damage Notice") by telephone to Licensee's Network Operations Call Center at (800) 832-6662 and by email to REleaseAdmin@att.com, and Licensee shall (i) submit to Licensor a plan for resolving such harm or threats thereof ("Damage Plan") within thirty (30) calendar days of receipt of Licensor's initial notice, and (ii) within thirty (30) calendar days of receipt of Licensor's approval of the Damage Plan, Licensee shall complete such maintenance or repair to the Premises necessary to eliminate any such harm or threats resulting from Licensee's use of, or failure to maintain the Premises. Should Licensor not approve a Damage Plan, Licensor shall advise Licensee of the defects in the Damage Plan, and Licensee shall resubmit Licensee's revised Damage Plan within ten (10) calendar days of receipt of Licensor's subsequent notice of same. Should Licensee (i) fail to submit a Damage Plan within thirty (30) calendar days of receipt of Licensor's Damage Notice, (ii) fail to receive Licensor's approval of a Damage Plan within thirty (30) calendar days of receipt of Licensor's advising of defects in the initial Damage Plan, or (iii) fail to complete such maintenance or repairs to Licensor's satisfaction within thirty (30) calendar days following receipt of Licensor's approval of the Damage Plan, Licensor shall have the right, but not the obligation, to perform or cause to be performed the necessary maintenance or repair of the Premises, including the Old Tower, at Licensee's sole cost and expense. NOTWITHSTANDING THE FOREGOING, in the event that Licensor determines, in Licensor's sole discretion, that harm or damage to persons or property may result from Licensee's use of the Old Tower, or Licensee's failure to maintain the Premises, Licensor may, without obligation, immediately perform or cause to be performed the necessary maintenance or repair of any portion of the Property, the Premises, the Licensee Facilities, and/or the Old Tower. In such events, Licensor shall invoice Licensee for the reasonable costs of said maintenance or repair as soon as reasonably practicable thereafter and Licensee shall reimburse to Licensor for the cost of the same within thirty (30) calendar days of its receipt of an invoice for said maintenance or repair. Licensor's right hereunder shall be in addition to any and all other rights afforded Licensor in this Agreement. 4 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 5.2. As of the Effective Date, Licensee may install the equipment shown on Exhibits B, B-1, and B-2; provided that: 5.2.1. All equipment installed shall be as specifically described and depicted on the site plans attached hereto as Exhibit C - Approved Plans and by this reference incorporated herein (the "Approved Plans"), and shall be performed during the construction schedule to be approved, in advance and in writing, by Licensor prior to the commencement of construction; and 5.2.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Licensor's consent to or approval of any plans or modifications or other requested changes to the Licensor Property from Licensee, shall not be construed as Licensor's approval or acceptance of the accuracy of same. Licensee is responsible for the accuracy, defaults, and or omissions of all plans, modifications, and all work performed on, or by Licensee's use of, the Licensor Property; and for ensuring compliance of same with all laws, codes, guidelines, and permits of any governmental authority having jurisdiction, including, but not limited to the Licensor. 5.3. Licensee, in its reasonable discretion and without Licensor's approval, may modify, replace, and upgrade the Licensee Facilities located above ground within the Ground Premises. Licensee may not make any modifications to areas outside of the Ground Premises without the advance written consent of Licensor, including, without limitation, modifications to the Tower Premises, or Access and Utility Premises. 5.4. Except for like -for -like replacements, Licensee may not replace, improve, upgrade or make additions to the Tower Premises ("Modifications") without Licensor's prior written approval, which shall not be unreasonably withheld, conditioned, or delayed. Accordingly, Licensee shall be permitted to make Modifications to the Tower Premises upon at least five (5) days' prior written notice to Licensor and without the payment of additional rent, provided that such Modifications (i) do not occupy additional space outside the Premises, and (ii) do not increase the weight, lateral, or wind loads in place at the time of said change. For clarity and not as a limitation, should Licensee's proposed Modifications change any individual or combination of items listed in items (i) or (ii) above, Landlord may condition its approval, in whole or in part, on the payment of additional Rent. 5.5. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, in the event that Licensor determines, in its sole discretion, that (i) maintenance is required to the Old Tower and (ii) such maintenance requires the relocation of Tower 5 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 Premises (collectively, a "Maintenance Event"), Licensor shall have the right to require that Licensee relocate the Tower Premises upon sixty (60) calendar days' advance written notice to Licensee of the Maintenance Event. Within sixty (60) calendar days of Licensee's receipt of Licensor's notice of the Maintenance Event, Licensee shall relocate the Tower Premises to a mutually acceptable location. Upon Licensor's completion of the Maintenance Event, Licensor shall deliver written notice to Licensee of the same and Licensee shall have thirty (30) calendar days to return the Tower Premises to its original location. NOTWITHSTANDING THE ABOVE, the Parties may, by mutual written agreement, decide to keep the Tower Premises in the new location and all references in this Agreement to the Tower Premises will automatically be adjusted to reflect the new location. The Parties agree that Licensee shall be responsible for the costs and expenses associated with the first (1S) relocation and return (if applicable) of the Tower Premises as those processes are set forth under this Section. Thereafter, to the extent Licensor requires an additional relocation of the Tower Premises, Licensor shall be solely responsible for the reasonable costs and expenses associated with the relocation and return (if applicable) of the Tower Premises, unless the Maintenance Event is due to the use of the Tower Premises by Licensee. 6. Access and Utilities. 6.1. Licensee, including any employees, agents, contractors, subcontractors and assigns of same, shall be subject to any security procedures, currently in place or which may be implemented by any government authority having jurisdiction, or that may be reasonably implemented by Licensor ("Security Procedures"), affecting the Licensor Property, provided a copy of such Security Procedures shall have been delivered to Licensee prior to the enforcement thereof. 6.2. Licensee shall be permitted access to the Tower Premises only upon compliance with any Security Procedures, including, without limitation, escort and supervision to and within the Tower Premises by Licensor's authorized representative. Licensee shall reimburse Licensor for any cost or expenses incurred by Licensor for any escort to the Tower Premises, which reimbursement Licensee shall make within fifteen (15) calendar days of Licensee's receipt of the same. 6.3. Access to the Tower Premises by Licensee will require two (2) business days' advance written coordination, via email, provided receipt is confirmed by an authorized representative of Licensor, or in writing to the appropriate contact identified in Section 17 — Notice of this Agreement. 6 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 6.4. In the event of an emergency, to be defined as an event that may cause harm to any person, or damage on the Licensor Property, Licensee shall contact Licensor at the emergency contact number listed in Section 17 — Notice; 24 -hours per day, seven days per week for emergency access within the secured area. 6.5. Subject to any Security Procedures, Licensor grants Licensee, and Licensee's agents, employees, and contractors, a non-exclusive right of entry for pedestrian and vehicular ingress and egress across the Licensor Property to and from the Ground Premises, twenty-four (24) hours a day, seven (7) days a week, at no charge to Licensee. Licensee shall maintain the security of the Premises by locking all gates upon completion of any work performed thereon. All references to the "Access" shall refer to those portions of the Licensor Property described and depicted on Exhibit B-2 — Access and Utilities Premises. 6.6. Licensor shall maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow pedestrian and vehicular access at all times under normal weather conditions. Licensor shall be responsible for maintaining and repairing such roadways, at its sole expense, except for any damage caused by Licensee's use of such roadways. 6.7. Licensee shall pay for all utilities it consumes in its operations on the Licensor Property. Licensee shall obtain utility service separately metered by all utility providers that provide service to the Premises, in the locations shown on Exhibit B-2. In connection therewith, Licensor agrees, at Licensee's sole cost and expense, to sign documents or grant reasonable non-exclusive utility placements of electrical and telecommunications cables to provide service to the Premises as shown on Exhibit B-2. 7. Interference. 7.1. Licensee warrants that its use of any portion of the Licensor Property will not interfere physically with the use of the Licensor Property by Licensor, Licensor's agents, other licensee(s), or permittee(s) upon the Licensor Property. Licensee agrees not to interfere with other radio frequency users existing as of the Effective Date on the Property, as long as those existing radio frequency users operate and continue to operate within their respective frequencies and in accordance with all applicable laws and regulations, including, without limitation, the Federal Communications Commission ("FCC"). Licensee further warrants that any changes to Licensee's equipment or radio frequencies after the initial installation shall not interfere in any way with any then -existing radio frequency users on the Licensor Property. In the event Licensee causes any interference 7 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 described in this Section, Licensee shall cause such interference to cease within twenty- four (24) hours after receipt of written notice of interference from Licensor. In the event any such interference does not cease within the aforementioned cure period, Licensee shall cease all operations that are suspected of causing such interference (except for intermittent testing to determine the cause of such interference and verify whether the interference has been cured) until the interference has been corrected. Licensee shall not use the Premises in any manner that may cause damage to the Old Tower. 7.2. Following the Effective Date, Licensor will not grant a lease, license or any other right to any third party, if the exercise of such grant will measurably interfere with the Permitted Use or the rights of Licensee under this Agreement. Secondary Use: NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Licensee acknowledges and agrees that the primary use of the Licensor Property is water distribution. Licensee's use of the Licensor Property is secondary to such use by Licensor, however; Licensor will use commercially reasonable efforts to minimize disturbance with the other tenants, customers, guests and invitees of the Licensor Property. Licensee's use of the Tower Premises shall not diminish Licensor's full use of water storage capacity of the Old Tower. 8. Taxes. Licensee shall pay any personal property taxes assessed against Licensee's personal property, including the Licensee Facilities, located on the Premises. Licensee agrees to reimburse to Licensor any real property taxes, or any other applicable taxes, including, without limitation, leasehold excise tax (if applicable), attributable to the Licensee's use of the Licensor Property or improvements thereto within thirty (30) calendar days of receipt of Licensor's invoice. Licensor shall provide a copy of reasonable supporting documentation to Licensee with any request for reimbursement. Licensee represents that it is a public utility pursuant to chapter 84.12 RCW. As of the Effective Date, Licensee is centrally assessed and taxed by the Washington Department of Revenue, and Licensee's interest in this Agreement is exempt from the leasehold excise taxes imposed pursuant to RCW 82.29A.030 and 82.29A.040. 9. Default. The failure of either Party, or its' agent, contractor, employee, or permittee, to observe or comply with any covenant, term, condition, or provision of this License shall result in a "Default" of this License. 9.1. Following a Default, the non -defaulting Party shall give the defaulting Party written notice of such Default in accordance with Section 17 — Notices, and the defaulting Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 Party shall have thirty (30) calendar days in which to cure any monetary Default and thirty (30) calendar days to cure any non -monetary Default. The defaulting Party may extend the thirty (30) calendar day period as required to cure a non -monetary Default, provided that: (i) the nature of the cure is such that it reasonably requires more than thirty (30) calendar days, (ii) the defaulting Party delivers to the non -defaulting Party, in writing, a cure to such Default that is acceptable to the non -defaulting Party, and (iii) the defaulting Party commences the cure within thirty (30) calendar days of its receipt of written notice of such Default, and thereafter continuously and diligently pursues the cure to completion. In no event shall the cure period for any Default be extended beyond ninety (90) calendar days, unless agreed upon in writing by the non -defaulting Party. 9.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Licensor shall not be required to provide Licensee an opportunity to cure any monetary Default if three (3) or more such monetary Defaults have occurred in the previous twelve (12) months. 9.3. Licensor's Remedies. In the event Licensee fails to cure a Default within the timeframes contained herein, Licensor may, but shall not be required to, pursue all or any of the following remedies: (i) terminate this License without further liability except as otherwise provided herein, (ii) recover actual damages, and (iii) pursue any other rights and remedies available at law or in equity, subject to the provisions of this License. 9.4. Licensee's Remedies. In the event Licensor fails to cure a Default within the timeframes contained herein, Licensee may, but shall not be required to, pursue all or any of the following remedies: (i) terminate this License without further liability except as otherwise provided herein, (ii) recover actual damages, and (iii) pursue any other rights and remedies available at law or in equity, subject to the provisions of this License. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, Licensor's liability under the Agreement shall not exceed the value of its interest in the Licensor Property. 9.5. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, and except for the indemnity obligations set forth in Section 12.3 below, Licensor and Licensee each waives any claims that each may have against the other with respect to consequential, incidental or special damages, however caused, based on any theory of liability. 9.6. The remedies given to the Parties in this Section shall be cumulative, and the failure of either Party to exercise any particular remedy shall not be considered a waiver 9 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 of the same. NOTWITHSTANDING THE FOREGOING, each Party shall use reasonable efforts to mitigate its damages in connection with a Default by the other Party. 9.7. If either Party performs any of the other Party's obligations hereunder, the full amount of the actual cost and reasonable expenses incurred by the non -defaulting Party shall immediately be due and payable by the defaulting Party upon written demand, with interest accruing thereon at one percent (1%) per month or twelve percent (12%) per annum, from the date the cost is incurred until the payment is satisfied in full. 9.8. At all times during this License, including during a Default, all undisputed fees shall be due and payable as set forth herein. Licensor's acceptance of any sum paid by Licensee after any Default of this License shall not be deemed a waiver of such Default unless expressly set forth in writing. 10. Termination: Removal. 10.1. In addition to other rights listed herein, this Agreement may be terminated without further liability as follows: 10.1.1. By Licensee without further liability with thirty (30) calendar days prior written notice: (i) if Licensee, through no fault of its own, is unable to reasonably obtain or maintain any certificate, license, permit, authority or approval from any governmental authority, thus restricting Licensee from using the Premises for the Permitted Use; (ii) or by Licensee for any reason or no reason, provided that Licensee shall be responsible for the payment of the License Fee for the remainder of the then -current term. 10.1.2. By Licensor at no cost or further obligation to Licensor if Licensor determines, in Licensor's sole discretion: (i) Licensee's use of the Old Tower may cause any diminished capacity or use of the Old Tower by Licensor, (ii) the Old Tower may no longer be capable of supporting all or a portion of Licensee's equipment, or (iii) the Old Tower is scheduled or planned to be removed or replaced. 10.2. Licensee shall remove all Licensee Facilities from the Licensor Property within sixty (60) calendar days of the termination or expiration of this Agreement (the "Removal Period") and shall restore the Licensor Property to the condition that existed prior to the Effective Date, reasonable wear and tear excepted. In connection therewith: 10.2.1. Licensee shall have no rights to operate the Licensee Facilities during the Removal Period. During the Removal Period, and until the Licensee's Facilities are 10 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 wholly removed from the Property, Licensee shall be subject to the terms specified in this Agreement except that the License Fee shall be in an amount equal to One Hundred and Twenty -Five Percent (125%) of the License Fee due for the previous Term. 10.2.2. In the event Licensee fails to remove Licensee's Facilities during the Removal Period, Licensor shall be entitled to, but without obligation, remove Licensee's Facilities upon providing Licensee with thirty (30) calendar days' advance written notice of its intent to do so. Licensee shall reimburse Licensor for all actual costs associated with the removal (including, but not limited to, consultant and/or attorney fees) within fifteen (15) calendar days of Licensee's receipt of Licensor's invoice for same. 10.3. All Licensee obligations concerning removal of the Licensee's Facilities, and payments owed to Licensor shall survive the early termination or expiration of this Agreement until such time as the Licensee's removal obligations are satisfied, and all outstanding amounts owed are paid in full, to be determined in the sole discretion of Licensor. 11. Destruction or Condemnation. If the Premises or Licensee's Facilities are damaged, destroyed, condemned or transferred in lieu of condemnation, Licensee may elect to terminate this Agreement as of the date of the damage, destruction, condemnation or transfer in lieu of condemnation by giving notice to the Licensor no more than forty-five (45) calendar days following the date of such damage, destruction, condemnation or transfer in lieu of condemnation, provided that any damage or destruction are not caused by Licensee and/or a Licensee responsible party. 12. Insurance and Indemnity. 12.1 Indemnification / Hold Harmless. Licensee shall defend, indemnify, and hold harmless Licensor, its officers, officials, employees and volunteers from and against any and all claims, suits, actions, or liabilities for injury or death of any person, or for loss or damage to property, which arises out of Licensee's use of the Old Tower, or from the conduct of Licensee's business, or from any activity, work or thing done, permitted, or suffered by Licensee in or about the Premises, except only such injury or damage as shall have been occasioned by the sole negligence of Licensor. It is further specifically and expressly understood that the indemnification provided herein constitutes the Licensee's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated and agreed to by the Licensee and Licensor. The provisions of this section shall survive the expiration or termination of this Lease. 11 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 12.2 Insurance Term. The Licensee shall carry and maintain for the duration of the License Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Licensee's operation and use of the leased Premises. 12.3 No Limitation. The Licensee's maintenance of insurance as required by the License Agreement shall not be construed to limit the liability of the Licensee to the coverage provided by such insurance, or otherwise limit Licensor's recourse to any remedy available at law or in equity. 12.4 Scope of Insurance. The Licensee shall carry insurance of the types and coverage described below: 12.4.1 Commercial General Liability insurance shall be at least as broad as Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. Licensor shall be included as an additional insured with respect to this Agreement on Licensee's Commercial General Liability insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing at least as broad coverage. 12.4.2 Prope insurance shall be written on an all risk basis. Licensee may self - insure this risk under the same terms as required by this Agreement. 12.5 Amounts of Insurance. The Licensee shall maintain the following insurance limits: 12.5.1 Commercial General Liability insurance shall be written with limits of $5,000,000 each occurrence, $5,000,000 general aggregate. 12.5.2 Pro a insurance shall be written covering the full value of Licensee's property and improvements. 12 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 12.6 Other Insurance Provisions. The Licensee's Commercial General Liability insurance policy or policies are to contain, or be endorsed to contain that they shall be primary insurance as respecting Licensor. Any insurance, self-insurance, or self-insured pool coverage maintained by Licensor shall be excess of the Licensee's insurance and shall not contribute with it. 12.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. 12.8 Verification of Coverage. The Licensee shall furnish Licensor with original certificates and a copy of the required amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Licensee. 12.9 Waiver of Subrogation. Licensee and Licensor hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the Old Tower. This release shall apply only to the extent that such claim, loss or liability is covered by insurance or self-insurance. 12.10 Notice of Cancellation. The Licensee shall provide Licensor with at least thirty (3 0) days' prior written notice of any policy cancellation of any required coverage that is not replaced. 12.11 Failure to Maintain Insurance. Failure on the part of the Licensee to maintain the insurance as required shall constitute a material breach of the License Agreement, upon which Licensor may, after giving five (5) business days notice to Licensee to correct the breach, terminate the License Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the Licensor on demand. 13. Assignment/Subletting. Licensee may only wholly assign or transfer this Agreement to Licensee's principal or a wholly owned subsidiary of its principal. As to other parties, this 13 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 Agreement may not be sold, assigned or transferred without the express written consent of the Licensor. Licensee shall not sublet all or any part of the Premises. 14. Waiver of Licensor's Lien. Licensor hereby waives any and all lien rights it may have, statutory or otherwise, concerning the Licensee's Facilities or any portion thereof; which for the purpose of this Agreement are conclusively construed as Licensee's personal property and not fixtures. Licensor acknowledges that Licensee may have entered into or may enter into financing arrangements, including Promissory Notes, Security Agreements and Financing Statements for the financing of the Licensee's Facilities with a third -party financing entity. In connection therewith, Licensor (i) consents to the installation of Licensee's Facilities subject to security interests; (ii) disclaims any interest in Licensee's Facilities; (iii) agrees that the Licensee, or any entity holding a security interest therein, may remove Licensee's Facilities at any time without recourse to legal proceeding, provided that such removal is performed in accordance with the terms and conditions of this Agreement. Neither Licensee, nor any financing entity granted a security interest in Licensee's Facilities, shall have any right to claim any interest in real property by lien or by permissive possession other than as provided in this Agreement. 15. Title and Quiet Enjoyment. Licensor represents and warrants that (i) it has full right, power, and authority to execute this Agreement, (ii) Licensee may peacefully and quietly enjoy the Premises and such access thereto subject to the Security Procedures, and provided that Licensee is not in default hereunder after notice and expiration of all cure periods. 16. Environmental. As of the Effective Date of this Agreement: 16.1. Licensee hereby represents and warrants that: (i) it shall not use, generate, handle, store or dispose and Hazardous Materials in, on, under, upon or affecting the Premises in violation of any applicable law or regulation; (ii) it will not permit itself or any third party to use, generate, handle, store or dispose of any Hazardous Materials in, on, under, upon or affecting the Premises in violation of any applicable law or regulation. 16.2. Licensor hereby represents and warrants that, to Licensor's best knowledge, without investigation, it has no knowledge of the presence of any Hazardous Materials located in, on, under, upon or affecting the Premises in violation of any applicable law or regulation. 16.3. The provisions of this Section 16 shall apply as of the Effective Date of this Agreement and survive the termination of this Agreement. 14 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 16.4. "Hazardous Materials" means any solid, gaseous or liquid wastes (including hazardous wastes), regulated substances, pollutants or contaminants or terms of similar import, as such terms are defined in any applicable environmental law or regulation, and shall include, without limitation, any petroleum or petroleum products or by-products, flammable explosives, radioactive materials, asbestos in any form, polychlorinated biphenyls and other substance or material which constitutes a threat to health, safety, property or the environment or which has been or is in the future determined by any governmental entity to be prohibited, limited or regulated by any applicable environmental law or regulation. 17. Notices. All notices hereunder must be in writing and shall be deemed validly given if (i) sent by certified mail, return receipt requested; or (ii) by a nationally recognized courier service that provides verification of delivery, or attempted delivery. In either case, the notice shall be effective upon receipt or rejection of delivery, or attempted delivery. Notices shall be addressed as follows (or to such alternate address as either Party may specify to the other, in writing, at least ten (10) business days prior to such notice being given): If to Licensor. If to Licensee: USPS address: New Cingular Wireless PCS, LLC City of Pasco Attn: Network Real Estate Administration Attn: City Manager Re: Cell Site #: KP0484; Cell Site Name: P. O. Box 293 Pasco Island Park (WA) Pasco, WA 99301 Fixed Asset #: 14566021 1025 Lenox Park Blvd NE 3rd Floor Courier address: Atlanta, Georgia 30319 City of Pasco Attn: City Manager 525 North 3rd Ave. Pasco, WA 99301 With a copy to: With a copy to: Kerr Ferguson Law, PLLC New Cingular Wireless PCS, LLC Attn: Eric Ferguson Attn.: Legal Dept — Network 7025 Grandridge Blvd. Ste. A Operations Kennewick, WA 99336-7724 Re: Cell Site #: KP0484; Cell Site Name: Pasco Island Park (WA) Fixed Asset #: 14566021 208 S. Akard Street 15 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 18. Markin and Lighting. Licensor shall be responsible for compliance with all lighting requirements of the Federal Aviation Administration ("FAA"). Licensee shall be responsible for compliance with all of the marking requirements of the FCC to the extent such requirements relate to the installation and use of the Licensee's Facilities. 19. Miscellaneous. 19.1. Time is of the essence in each and every provision of this Agreement. 19.2. Each Party agrees to furnish to the other, within thirty (30) calendar days after receipt of such request, such reasonable and/or necessary information as the other Party may request. 19.3. Nothing contained in this License shall be construed to create a joint venture, partnership, tenancy -in -common, joint tenancy relationship, or any other type of relationship between Licensee and Licensor, other than that of Licensor and Licensee. 19.4. The submission of this License to any Party for examination or consideration does not constitute an offer, reservation of or option for all or any portion of the Premises based on the terms set forth herein. This License will become effective as a binding 16 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 Dallas, TX 75202-4206 For Tower Access Contact: Emergency Contact Number (per City of Pasco Water Department Section 5.1.1 above): (800) 832-6662 Attn: Division Manager 1025 S Gray Ave. Emergency Contact Email (per Pasco, WA 99301 Section 5.1.1 above): 509-545-3463 REleaseAdmin@att.com Emergency Contact Number: 509-545-2737 18. Markin and Lighting. Licensor shall be responsible for compliance with all lighting requirements of the Federal Aviation Administration ("FAA"). Licensee shall be responsible for compliance with all of the marking requirements of the FCC to the extent such requirements relate to the installation and use of the Licensee's Facilities. 19. Miscellaneous. 19.1. Time is of the essence in each and every provision of this Agreement. 19.2. Each Party agrees to furnish to the other, within thirty (30) calendar days after receipt of such request, such reasonable and/or necessary information as the other Party may request. 19.3. Nothing contained in this License shall be construed to create a joint venture, partnership, tenancy -in -common, joint tenancy relationship, or any other type of relationship between Licensee and Licensor, other than that of Licensor and Licensee. 19.4. The submission of this License to any Party for examination or consideration does not constitute an offer, reservation of or option for all or any portion of the Premises based on the terms set forth herein. This License will become effective as a binding 16 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 License only upon full handwritten legal execution, acknowledgment and delivery hereof by Licensor and Licensee. 19.5. In any litigation arising hereunder, the substantially prevailing Party shall be entitled to recovery from the other Party its reasonable attorneys' fees and court costs, including expert witness fees, consultant and paralegal fees, at trial, in any proceeding in bankruptcy, and upon any appeal or review. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, this Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Washington, without regard to any conflicts of laws. The venue for any legal action brought under the terms of this License shall be the state or federal courts of Franklin County, Washington. 19.6. If any provision of this Agreement is invalid or unenforceable with respect to any Party, the remainder of this Agreement or the application of such provisions to the persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 19.7. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. 19.8. This Agreement constitutes the entire agreement between the Parties, and supersedes all understandings, offers, negotiations and other leases or licenses concerning the subject matter contained herein. There are no representations or understandings of any kind not set forth herein. Any amendments or modifications of any of the terms and conditions of this Agreement must be in writing and executed by both Parties. No provision in this Agreement will be deemed waived by either Party unless expressly waived in writing by the waiving Party. No waiver shall be implied by delay or any other act or omission of either Party. No waiver by either Party of any provision of this Agreement shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision. 19.9. Licensor shall at all times ensure that Old Tower, and any third party equipment contained and/or operated thereon, are in compliance with all applicable laws, guidelines, permits, codes, regulations, and engineering specifications of any government entity having jurisdiction. Licensee shall at all times ensure that Licensee's use of the Premises, and any personal equipment of Licensee contained and/or operated thereon, are in 17 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 compliance with all applicable laws, guidelines, permits, codes, regulations, and engineering specifications of any government entity having jurisdiction. Licensee further understands and agrees that Licensee's use of the Premises is subject to the conditions of any special use or conditional use permit. 19.10. The persons who have executed this Agreement represent and warrant that they are duly authorized to execute this Agreement in their individual or representative capacity as indicated. Licensee further represents and warrants to Licensor that Licensee has obtained any and all consents or approvals of a lender, or any other such third party required. 19.11. In the event Licensor determines, in Licensor's reasonable judgment, that it is necessary to seek the assistance of third parties, including contractors, engineers, consultants and/or attorneys, in the review and/or facilitation of any request by Licensee, Licensee shall reimburse Licensor for all actual, reasonable, and documented costs incurred by Licensor within thirty (30) calendar days of receipt of Licensor's invoice. This requirement shall also include the reimbursement by Licensee of costs up to an amount equal to Two Thousand Seven Hundred and No/100 Dollars ($2,700.00) incurred by Licensor in the creation of this License. 19.12. Contemporaneously with the execution of this Agreement, the Parties will execute the Memorandum of Communication Site License Agreement attached as Exhibit D— Memorandum of Communication Site License Agreement. Either Party may record this Memorandum of Communication Site License Agreement at any time during the Term, in its absolute discretion. Upon expiration or termination of the Agreement, the Licensee will execute, acknowledge and deliver to Licensor a recordable termination of such Memorandum of Communication Site License Agreement. 19.13. This Agreement 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. Furthermore, the Parries may execute and deliver this Agreement by electronic means such as .pdf or similar format. Each of the Parties agrees that the delivery of this Agreement by electronic means will have the same force and effect as delivery of original signatures and that each of the Parties may use such electronic signatures as evidence of the execution and delivery of this Agreement by all Parties to the same extent as an original signature. 18 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 19.14. All representations and warranties contained herein by the Parties shall survive the early termination or expiration of this Agreement. [Signature Page Follows] 19 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the days and year written below. Licensor: City of Pasco, a Washington municipal corporation By: Name: Title: Date: Licensee: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: Name: Title: Date: [Notary Blocks Follow] 20 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 NOTARY BLOCK — CITY OF PASCO STATE OF WASHINGTON ) )SS. COUNTY OF FRANKLIN ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the of , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: Notary Seal (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of Washington My appointment expires: NOTARY BLOCK — NEW CINGULAR WIRELESS PCS, LLC STATE OF )SS. COUNTY OF I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the of , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: Notary Seal (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of Washington My appointment expires: 21 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 Exhibit A - Licensor Property The Property is Franklin County APN 116140015 with a street address of 5427 Road 76, Pasco, WA 99301. The abbreviated legal description of the Property is: PTN NWSE 9-9-29 DAF: BEG AT CTR 4 COR SD SEC; TH N89D59'E ALG N LN THEREOF, 40.01'; TH LEAV SD N LN SOID04'E, 50.01' TO INT OF SLY MARG OF SANDIFUR PKWY & ELY MARG ROAD 76 & TPOB; TH ALG SD SLY MARG, N89D 59'E, 280.74; TH SOID04'W, 130; TH N89D59'E, 179.35; TH SOID04'E, 324.13; TH S 17D05'E, 48.07'; TH S89D59'W, 473.35' TO ELY MARG RD 76 TH ALG SD ELY MARG, NOID04'W, 500.09' TO TPOB. The Property is further depicted in the drawing below (not to scale): 22 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 Exhibit B — Ground Premises Licensee's "Ground Premises" consists of a portion of the Property measuring approximately 570 square feet as shown in the drawing below, with a maximum height of ten feet (10') above ground level, and a maximum depth of one foot (1) below ground level. The Ground Premises shall be fully fenced. IRr 23 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 Exhibit B-1— Tower Premises The "Tower Premises" consists of the items shown on the schedule below, in only those locations shown on Exhibit C — Approved Plans, and is inclusive of conduit and cable trays to provide power and connectivity to and from the Ground Premises and attachment appurtenances connecting the equipment to the Old Tower. The Tower Premises refers to the equipment permitted on the Old Tower and the specific locations on the Old Tower at which such equipment may be placed. Licensee's use of any space on the Old Tower is and shall remain non-exclusive. Quantity 9 Type Antenna Make CommScope ModelTip NNH4-65-R6 96x19.6x7.8 Weight 99.2 Height 150' 6 RRH Nokia RRH 4T4R 812/14 AHLBA 22.04x12x6.9 77 150' 3 RRH Nokia RRH 4T4R B25/26 AHFIB 22.04x12.13x6.9 67 150' 3 RRH Nokia RRH 4T4R B30 ANNA 29.5x11.8x6.9 35 150' 3 RRH Nokia RRH 4T4R B5 AHCA 13.27x11.61x6.9 36 150' 9 DC cable 1/4 3 Fiber cable 1/4 3 SSU Raycap DC9 20x18x9 150' 24 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 Exhibit B-2 - Access and Utilities Premises The "Access and Utilities Premises" are depicted below. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE AGREEMENT, the Access and any locations of utilities are, and shall remain, non-exclusive. 25 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 �� EXEtTINO �BREACCE55 PROPOSEDAT&T PRIMAiM ELECTRIGLL SERVICE ORIGPN TNO FROM AN E%rS wON_S E SYATCM AND s-E%ISTNG M4 SWITDH �/� &TRANSFORMER I � COM VW VIA BURIED CONDUIT W ASNARED FXI6�IKKEER � 'I _�—Pi%iD ING TECO PEDESTAL 6 E%IBTING UNDERGROUND FNIER SERVICE TO EXIBTYlG FBER DMOLE. AT&T TO ES (1)VACAMCOlD MONO EIOSTRlTON PROPOSED AM F18ER SEWCE ORM,INATWG FROM AN - E%ISTNG FIBER VAULT AND CONTV4LMG VIA SNARED ED \ DIREC YVIL ABF ) TO IMDEROROUNDTRFNCH (OR VM DIRECTNXLAL 80RUnTO fAT&T DOEDICATEDAT&FF �� `�. IF FOROWDRO M. ALLOW TO FORFVTLFE E%PANSN]N. NMANOLEAOl4CEMT TO AT&i H-FRN1E nMR FEIER PANEL Alm COMINUNGTO TME WIL CABItEf FlBER PANED 1 25 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 EXEtTINO �BREACCE55 PROPOSEDAT&T PRIMAiM ELECTRIGLL SERVICE ORIGPN TNO FROM AN E%rS wON_S E SYATCM AND COM VW VIA BURIED CONDUIT W ASNARED UNDERGROUND TRENCH (OR vu OYtECTIOF4IL BORWG) ,1 TOAPPoMMYI SECONDMiYSTEP-DWAi TRANSFORMER LOCATEDNEARTME�FENCELEASEMEA- 25 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 Exhibit C - Approved Plans The following site plans created by dated reflect the Approved Plans. Any changes made to the site plans, or any variations from same must be approved in advance and in writing by Licensor. Pages Follow] 26 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 Exhibit D - Memorandum of Communication Site License Agreement [See Attached] 27 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 FILED AT THE REQUEST OF; AFTER RECORDING, RETURN TO: DOCUMENT TITLE: MEMORANDUM OF COMMUNICATION SITE LICENSE AGREEMENT LICENSOR: CITY OF PASCO LICENSEE: NEW CINGULAR WIRELESS PCS, LLC ABBREV. LEGAL DESCRIPTION: PTN NWSE 9-9-29 DAF: BEG AT CTR 4 COR SD SEC; TH N89D59'E ALG N LN THEREOF, 40.01'; TH LEAV SD N LN SOID04'E, 50.01' TO INT OF SLY MARG OF SANDIFUR PKWY & ELY MARG ROAD 76 & TPOB; TH ALG SD SLY MARG, N89D 59'E, 280.74'; TH SOID04'W, 1301; TH N89D591E, 179.35'; TH SOID04'E, 324.13; TH S17D05'E, 48.07'; TH S89D59'W, 473.35' TO ELY MARG RD 76 TH ALG SD ELY MARG, NOID04'W, 500.09' TO TPOB. APN: 116140015 MEMORANDUM OF COMMUNICATION SITE LICENSE AGREEMENT This Memorandum of Communication Site License Agreement dated this _ of , 20_, by and between the City of Pasco, a Washington municipal corporation ("Licensor") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, ("Licensee") is a record of that certain Communication Site License Agreement ("Agreement") between Licensor and Licensee dated , 20_, which Agreement includes in part the following terms: 1. Licensed Premises. Licensor owns that certain real property more specifically described in Exhibit A attached hereto and incorporated herein by this reference. The Agreement pertains to certain portions of said property, more specifically described in the Agreement. 2. Term of Agreement and Renewals. The initial term of the Agreement is for five (5) years, commencing on the Effective Date (defined therein) and expiring at midnight on the fifth (5th) anniversary of the Effective Date which term is subject to Licensee's rights to extend 28 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 the term of the Agreement for three (3) successive periods of five (5) years each, as provided in the Agreement 3. The duplicate and original copies of the Agreement are held at the Licensor's and Licensee's addresses. IN WITNESS WHEREOF, the Parties have executed this Memorandum of Communication Site License Agreement as of the day and year first above written and may be executed in duplicate counterparts, each of which shall be deemed original. Licensor: Licensee: City of Pasco, a Washington municipal New Cingular Wireless PCS, LLC, a corporation limited liability company By: Name: Title: Date: By: Name: Title: Date: [Notary Acknowledgements Follow] 29 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 NOTARY BLOCK — CITY OF PASCO STATE OF WASHINGTON ) )SS. COUNTY OF FRANKLIN ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the of , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: Notary Seal (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of Washington My appointment expires: NOTARY BLOCK — NEW CINGULAR WIRELESS PCS, LLC STATE OF ) )SS. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the of , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: Notary Seal (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of Washington My appointment expires: 30 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021 Exhibit A - Licensor Property The Property is Franklin County APN 116140015 with a street address of 5427 Road 76, Pasco, WA 99301. The abbreviated legal description of the Property is: PTN NWSE 9-9-29 DAF: BEG AT CTR 4 COR SD SEC; TH N89D59'E ALG N LN THEREOF, 40.0l'; TH LEAV SD N LN SOID04'E, 50.01' TO INT OF SLY MARG OF SANDIFUR PKWY & ELY MARG ROAD 76 & TPOB; TH ALG SD SLY MARG, N89D 59'E, 280.74; TH SOID04'W, 130; TH N89D59'E, 179.35; TH SOID04'E, 324.13; TH S 17D05'E, 48.07'; TH S89D59'W, 473.35' TO ELY MARG RD 76 TH ALG SD ELY MARG, NOID04'W, 500.09' TO TPOB. The Property is further depicted in the drawing below (not to scale): 31 Cell Site Number: KP0484 Cell Site Name: Pasco Island Park Fixed Asset Number: 14566021