HomeMy WebLinkAbout4022 Resolution - Communication Site Wireless Agreement Cingular WirelessRESOLUTION NO. 4022
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.
WHEREAS, Resolution No. 4011 was approved by City Council on November 16, 2020,
and since then further minor substantive changes were negotiated to the agreement.
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 revised Communication Site License Agreement with New
Cingular Wireless PCS, LLC, to make minor substantive adjustments, and to take all necessary
steps required to complete this agreement; and
Be It Further Resolved that this Resolution shall be in full force and effect upon adoption.
Resolution — New Cingular Wireless PCS, LLC Agreement -1
PASSED BY the City Council of the City of Pasco, Washington this 4th day of January,
2021.
Saul Martinez
Mayor
ATTEST:
Debra Barham, CMC
City Clerk
APPROVED AS TO FORM:
L S�
4:errrFergus_ n L 1' C
City Attorney
Resolution — New Cingular Wireless PCS, LLC Agreement -2
C_Xrir.6=t' A
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".
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Cell Site Number: KPO484
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").
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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 February 1, 2021 (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 (11) 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 3d 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 (15') 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 (50/6) 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
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 Licenser'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 of the Property,rcethe
use
to be performed the necessary maintenance or repair of any p
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.
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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 Access and Utility Premises.
5.4. 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.
5.4.1. Notwithstanding the foregoing, Licensee shall be permitted to repair or replace
equipment on the Tower Premises without the payment of additional rent, provided that
such repairs or replacements: (i) do not occupy additional space outside the Tower
Premises, and (ii) do not increase the weight, lateral, or wind loads in place at the time
of said change. In such event, Licensee shall provide at least ten (10) business days'
prior written notice to Licensor containing the scope of work to be completed and
equipment specifications of any equipment to be replaced. 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.
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Cell Site Number: KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
5.4.2. Notwithstanding the notice requirement in Section 5.4.1, if maintenance or
repairs to the Tower Premises are needed due to an emergency, defined as a situation
that causes or threatens to cause harm or damage to life or property, or an unexpected
failure of the equipment on the Tower Premises causing a network outage, then the
maintenance, and/or repairs, and/or replacements (as specified in Section 5.4. 1) may be
commenced as soon as access to the Tower Premises can be practicably coordinated with
Licensor, provided that notice of the scope of work performed and specifications of any
replaced equipment is provided to Licensor within 3 business days following the
commencement of the work.
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
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 (1St) 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.
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Cell Site Number: KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
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.
6.4. 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.
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Cell Site Number: KPO484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
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
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
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Cell Site Number: KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
Licensee with any request for reimbursement. Licensee representsthat
itt is a public
s d iand
lity
pursuant to chapter 84.12 RCW. As of the Effective Date, tenses is t is
taxed by the Washington Department of Revenue, and Licensee's RCW rest in th2.29A. is em nand
exempt from the leasehold excise taxes imposed pursuant to
82.29A.040.
agent, contractor, employee, or permittee, to
or its' a
9, Default. The failure of either Party, g
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,
nd the defaulting
party shall have thirty (30) calendar days in which to cure any monetary Default and thirty
Party may extendlti
defaulting (30) calendar days to cure any non -monetary Default. The deDefault provided
the thirty (30) calendar day period as required to cure a non -monetary , p
that: (i) the nature of the cure is such that it reasonably requires ng a Party, hitt (30)
calendar days, (ii) the defaulting Party delivers to the
cure to such Default that is acceptable to the non-defaultingds ofatsyreceipt of written notice
the defaulting
Party commences the cure within thirty (30) calendar Y
gently pursues the cure to completion.
of such Default, and thereafter continuously and dilbeextendedbeyond ninety (90) calendar no event shall the cure period for any Default
days, unless agreed upon in writing by the non -defaulting Party.
9.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
nity to cure any
HEREIN, Licensor shall not be required to homon Licensee
Defaultspha ie o urr d in the
monetary Default if three (3) or more s
previous twelve (12) months.
9.3. Licensor's Remedies. In the event Licensee fails to cure a Default
i hon any
he
timeframes contained herein, Licensor may, but shall not be required to, pursue
of the following remedies: (i) terminate this License without further liability except as
(�•) payment and/or perform or cause to be performed
otherwise provided herein, a make any p y
any work required of Licensee to comply with any termscovenant, otheor condition
ightand remedies
hereunder, (iii) recover actual damages, and (iv) purl any
available at law or in equity, subject to the provision n els equipment the Tower
cept as otherwise
provided in this License, Licensor shall not alter LI
Premises unless it is necessary to maintain the structural integrity of the Tank or to prevent
imminent harm to persons or property.
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Cell Site Number: KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
9.4. Licensee's Remedies. In the event Licensor fails to cure a Default ue all or any
timeframes contained herein, Licensee may, but shall not be required to, p y
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
nu Rall CONTAINED
twelve HIS
t
AGREEMENT, Licensor's liability under Agreement
months License Fee.
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 particularhall not be each Party shall use considered
a waiver
of the same. NOTWITHSTANDING THE FOREGOING,
efforts to mitigate its damages in connection with a Default by the other Party.
9.7. If either Parry 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 hereinlnot be'deemedta waiver of such Default
ce of any sum paid by
Licensee after any Default of this License shall
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
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Cell Site Number: KP0484
Cell site Name: Pasco Island Park
Fixed Asset Number: 14566021
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.
if Licensor
10.1.2. By Licensor at no cost or further obligation
of the O1drTower maycauseany
in Licensor's sole discretion: (i) Licenses
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
wholly removed from the Property, Licensee shall be subject to the terms specified in
this Agreement except that the License Fee shalbe in an amount equal to Fe due for the previous Term.OaHundred
and Twenty -Five Percent (125%) of the License
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) calenar
r foxda all costce s associated with the
tten notice of its
intent to do so. Licensee shall reimburse Licenso
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
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Cell Site Number: KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
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.
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
Cell Site Number: KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
12.4 Scope of Insurance. The Licensee shall carry insurance of the types and coverage
described below:
12.4.1 Commercial General Liabilily 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 proaerty 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 Liashall be written with limits of
bility insurance
$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.
12.6 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.
13
Cell Site Number: KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
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 (30)
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 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
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.
14
Cell Site Number: KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
15. Title and Ouiet Enjoyment. Licensor represents and warrants that (i) it has full right,
authority to execute this Agreement, (ii) Licensee may peacefully and quietly enjoy
power, and
the Premises and such access thereto subject to the Security expiration of all c cure periods. that
Licensee is not in default hereunder after notice and expirat
16. Environmental. As of the Effective Date of this Agreement:
(•) • generate,
16.1. Licensee hereby represents and warrants that: i it shall
use,
affgeneting the
handle, store or dispose and Hazardous Materials in, on, under, up
applicable law or regulation; Premises in violation of any pp (ii) it will not permit itself or
Hazardous Materials in,
any third party to use, generate, handle, store or dispose of any law or regulation.
on, under, upon or affecting the Premises in violation of any applicable
16.2. Licensor hereby represents and warrants that, to Licensorr'ss best
knowlousedge,
without investigation, it has no knowledge of the presence of any applicable law or
ials
located in, on, under, upon or affecting the Premises in violation of any a pp
regulation.
16.3. The provisions of this Section 16 shall applyt s of the Effective Date of this
Agreement and survive the termination of this Agreement.
(in
16.4. "Hazardous Materials" means any solid, gaseous
or or terrms of similar
hazardous wastes), regulated substances, pollutants o
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 cousin the future titutes a determined by to health, any
any
property or the environment or which has been r is Y Yapplicable environmental
governmental entity to be prohibited, limited or regulated b an
law or regulation.
17. Notices. All notices hereunder must be in writing and a allb pally recognizeddeemevallygiven if
(i) sent by certified mail, return receipt requested; or (ii) by na
service that provides verification of delivery, or attempted tde1llilvte 'a liveryrNotices shallnotice
be
shall be effective upon receipt or rejection of delivery, ora p ecif to the other, in
addressed as follows (or to such alternate address as either Parry specify p Y
writing, at least ten (10) business days prior to such notice being given):
15
Cell Site Number: KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
If to Licensor.
USPS address:
City of Pasco
Attn: City Manager
P. O. Box 293
Pasco, WA 99301
9 Courier address:
City of Pasco
Attn: City Manager
525 North 3rd Ave.
Pasco, WA 99301
With a copy to:
Kerr Ferguson Law, PLLC
Attn: Eric Ferguson
7025 Grandridge Blvd. Ste. A
Kennewick, WA 99336-7724
For Tower Access Contact:
City of Pasco Water Department
Attn: Division Manager
1025 S Gray Ave.
Pasco, WA 99301
509-545-3463
Emergency Contact Number:
509-545-2737
If to Licensee:
New Cingular Wireless PCS, LLC
Attn: Network Real Estate Administration
Re: Cell Site #: KP0484; Cell Site Name:
Pasco Island Park (WA)
Fixed Asset #: 14566021
1025 Lenox Park Blvd NE 3rd Floor
Atlanta, Georgia 30319
With a copy to:
New Cingular Wireless PCS, LLC
Attn.: Legal Dept — Network
Operations
Re: Cell Site #: KP0484; Cell Site
Name: Pasco Island Park (WA)
Fixed Asset #: 14566021
208 S. Akard Street
Dallas, TX 75202-4206
Emergency Contact Number (per
Section 5.1.1 above): (800) 832-6662
Emergency Contact Email (per
Section 5.1.1 above):
REleaseAdmin@att.com
18. Marking 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 Licens16e's Facilities.
Cell Site Number: KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
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 Parry
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 Parry 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
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
17
Cell Site Number: KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
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
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 Three Thousand Five Hundred and no/100 Dollars ($3,500.00) 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
18
Cell Site Number: KPO484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
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 Parties 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.
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: Licensee:
City of Pasco, a Washington municipal New Cingular Wireless PCS, LLC, a
corporation Delaware limited liability company
By: AT&T Mobility Corporation
Its: Manager
Br.
By: y:
Name: Wayne Wooten
Name:
Title: Director
Title:
Date:
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 ito execute the instrument and acknowledgedoit ee
as
the —
and voluntary act of such parry for the uses and purposes mentioned in the instrument.
DATED:
(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 OREGON )
)SS.
COUNTY OF WASHINGTON )
I certify that I know or have satisfactory evidence that Wayne Wooten f 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 Director of New Cin ul� ar Wireless PCS. LLQ to be the free
and voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED: 1,241 �
Notar Seal
OFFICIAL STAMP
JUDITH MULLEN
lie NOTARY PUBLIC OREGON
COMMISSION NO. 987715
MY COMMISSION EXPIRES MAY 16. 2023
Cell site Number. KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
(Sign ture of Notary)
Judith Mullen
(Legibly Print or Stamp Name of Notary}
Notary Public in and for the State of Washington
My appointment expires: May 16 2023
21
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
7; TH S89D59'W, 473.35' TO ELY MARG RD
SOID04'E, 324.13; TH S 17D05'E, 48.0
76 TH ALG SD ELY MARG, NOID04'W, 500.09' TO TPOB.
The Property is further depicted in the drawing below (not to scale):
VX
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
o square feet as shown in the and a maximum depth of one foot (V) below ground levbelow, with a maximum el. ht of ten feet l0') above
l. The Ground
ground level, a Premises
gr
shall be fully fenced.
23
Cell Site Number: KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
Exhibit B-1— Tower Premises
The "Tower Premisest1 consists of the items shown on the schedule below, in only those locations shown on Exhibit C —App roved 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.
6
Antenna
CommScope
NNH4-65-R6
96x19.6x7.8
99.2
150
3
RRH
Nokia
RRH 4T4R B12/14 AHLBA
22.04x12x6.9
77
150'
3
RRH
Nokia
RRH 4T4R 825/66 AHFIB
22.04x12.13x6.9
67
150'
3
RRH
Nokia
RRH 4T4R B30 AHNA
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.
:uT1As
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PROPD54DATdTfElRdlHYICE OIEOIINTMD PROMAN
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PANEL AND WMDNIINDTOTE WIGGNNEiptlltPAllB—
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25
Cell Site Number:
KPO484
Cell Site Name:
Pasco Island Park
Fixed Asset Number:
14566021
Exhibit C - Approved Plans
The following site plans created by LDC dated 5/29/20 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.
33 Pages Follow
26
Cell Site Number: KP0484
Cell Site Name: Pasco Island Park
Fixed Asset Number: 14566021
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Exhibit D - Memorandum of Communication Site License Agreement
[See Attached]
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Cell Site Name: Pasco Island Park
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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 SOID041W, 130% TH N89D59'E, 179.35';
TH SOID04'E, 324.13; TH S17D05'E, 48.07'; TH S89D591W, 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 , 2C , 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
(5`h) anniversary of the Effective Date which term is subject to Licensee's rights to extend
61
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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]
62
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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:
63
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Cell Site Name: Pasco Island Park
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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 SDSEC; 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
7'; TH S89D59'W, 473.35' TO ELY MARG RD
SOID04'E, 324.13; TH S MOTE, 48.0
76 TH ALG SD ELY MARG, NOID04'W, 500.09' TO TPOB.
The Property is further depicted in the drawing below (not to scale):
64
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