HomeMy WebLinkAbout000916 Original Contract 000916
OPTION AND LAND LEASE AGREEMENT
This Agreement made this /S day of J_�N-,�--- 201 J
between City of Port Angeles, with its principal offices located at 321 East Fifth Street, Port
Angeles, Washington 98362-0217, hereinafter designated LESSOR and Seattle SMSA Limited
Partnership d/b/a Verizon Wireless, with its principal offices located at One Verizon Way, Mail
Stop 4AW 100, Basking Ridge, New Jersey 07920 (telephone number 866-862-4404), hereinafter
designated LESSEE. The LESSOR and LESSEE are at times collectively referred to hereinafter as
the"Parties"or individually as the"Party".
LESSOR is the owner of that certain real property located at 1303 W. 8th Street, Port
Angeles, County of Clallam, State of Washington, as shown on Exhibit "A" attached hereto and
made a part hereof(the entirety of LESSOR's property is referred to hereinafter as the"Property").
LESSEE desires to obtain an option to lease a portion of said Property, being described as a 20' by
20' parcel containing 400 square feet (the "Land Space"), together with the non-exclusive right
(the "Rights of Way") for ingress and egress, seven (7) days a week twenty-four (24) hours a day,
on foot or motor vehicle, including trucks over or along a ten (10') foot wide right-of-way
extending from the nearest public right-of-way, South G Street, to the Land Space, and for the
installation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or
along one or more rights of way from the Land Space, said Land Space and Rights of Way
(hereinafter collectively referred to as the "Premises") being substantially as described herein in
Exhibit"A" attached hereto and made a part hereof.
NOW THEREFORE, in consideration of the sum of$1,000.00, to be paid by LESSEE to
the LESSOR, the LESSOR hereby grants to LESSEE the right and option to lease said Premises,
for the term and in accordance with the covenants and conditions set forth herein. The foregoing
payment shall be made by LESSEE within forty five (45) days of execution of this Agreement or
of receipt by LESSEE from LESSOR of the Rental Documentation, as defined in and in
accordance with Paragraph 3 of the Agreement below, whichever occurs later. The providing by
LESSOR of Rental Documentation to LESSEE shall be a prerequisite for the payment of the
foregoing amount or any other option or rental payment, if applicable, by LESSEE, and
notwithstanding anything to the contrary herein, LESSEE shall have no obligation to make any
payment(s) until Rental Documentation has been supplied to LESSEE.
The option may be exercised at any time on or prior to twelve (12) months after the date of
this Agreement. The time during which the option may be exercised may be further extended by
mutual agreement in writing. If during said option period, or during the term of the lease, if the
option is exercised, the LESSOR decides to subdivide, sell or change the status of the Property or
the property contiguous thereto he shall immediately notify LESSEE in writing so that LESSEE
can take steps necessary to protect LESSEE's interest in the Premises.
This option may be sold, assigned or transferred by the LESSEE without any approval or
consent of the LESSOR to the LESSEE's principal, affiliates, subsidiaries of its principal; to any
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entity which acquires all or substantially all of LESSEE's assets in the market defined by the
Federal Communications Commission in which the Property is located by reason of a merger,
acquisition or other business reorganization; or to any entity which acquires or receives an
interest in the majority of communication towers of the LESSEE in the market defined by the
Federal Communications Commission in which the Property is located. As to other parties, this
Agreement may not be sold, assigned or transferred without the written consent of the LESSOR,
which such consent will not be unreasonably withheld, delayed or conditioned. No change of
stock ownership, partnership interest or control of LESSEE or transfer upon partnership or
corporate dissolution of LESSEE shall constitute an assignment hereunder.
Should LESSEE fail to exercise this option or any extension thereof within the time herein
limited, all rights and privileges granted hereunder shall be deemed completely surrendered, this
option terminated, and LESSOR shall retain all money paid for the option, and no additional
money shall be payable by either Party to the other.
LESSOR shall cooperate with LESSEE in its effort to obtain all certificates, permits and
other approvals that may be required by any Federal, State or Local authorities which will permit
LESSEE use of the Premises. LESSOR shall take no action which would adversely affect the
status of the Property with respect to the proposed use by LESSEE.
The LESSOR shall permit LESSEE, during the option period, free ingress and egress to the
Premises to conduct such surveys, inspections, structural strength analysis, subsurface soil tests,
and other activities of a similar nature as LESSEE may deem necessary, at the sole cost of
LESSEE.
LESSOR agrees to execute a Memorandum of this Option to Lease Agreement which
LESSEE may record with the appropriate Recording Officer. The date set forth in the
Memorandum of Option to Lease is for recording purposes only and bears no reference to
commencement of either term or rent payments.
Notice of the exercise of the option shall be given by LESSEE to the LESSOR in writing
by certified mail, return receipt requested. Notice shall be deemed effective on the date it is posted
and thereupon the following agreement shall take effect.
LAND LEASE AGREEMENT
This Agreement, made this day of , 201_, between City of
Port Angeles, with its mailing address located at 321 East Fifth St., Port Angeles, Washington
98362-0217, hereinafter designated LESSOR and Seattle SMSA Limited Partnership d/b/a Verizon
Wireless, with its principal office located at One Verizon Way, Mail Stop 4AW 100, Basking
Ridge, New Jersey 07920 (telephone number 866-862-4404), hereinafter designated LESSEE.
The LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties" or
individually as the"Party".
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1. PREMISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of
property (the entirety of LESSOR's property is referred to hereinafter as the Property), located at
1303 W. 81h Street, Port Angeles, County of Clallam, State of Washington, and being described as
a 20' by 20' parcel containing 400 square feet (the "Land Space"), together with the non-exclusive
right (the "Rights of Way") for ingress and egress, seven(7) days a week twenty-four (24) hours a
day, on foot or motor vehicle, including trucks over or along a ten (10') foot wide right-of-way
extending from the nearest public right-of-way, South G Street, to the Land Space, and for the
installation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or
along one or more rights of way from the Land Space, said Land Space and Rights of Way
(hereinafter collectively referred to as the "Premises") being substantially as described herein in
Exhibit"A" attached hereto and made a part hereof.
In the event any public utility is unable to use the Rights of Way, the LESSOR hereby
agrees to grant an additional right-of-way either to the LESSEE or to the public utility at no cost to
the LESSEE.
2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property
and the Premises, and said survey shall then become Exhibit `B" which shall be attached hereto
and made a part hereof, and shall control in the event of boundary and access discrepancies
between it and Exhibit"A". Cost for such work shall be borne by the LESSEE.
3. TERM; RENTAL; ELECTRICAL. This Agreement shall be effective as of the date
of execution by both Parties, provided, however, the initial term shall be for five (5) years and
shall commence on the Commencement Date (as hereinafter defined) at which time rental
payments for the first (1St) year of the initial term shall commence and be due at a total annual
rental of $15,000.00 plus leasehold excise tax, if applicable, to be paid in equal monthly
installments on the first day of the month, in advance, to LESSOR or to such other person, firm
or place as LESSOR may, from time to time, designate in writing at least thirty (30) days in
advance of any rental payment date by notice given in accordance with Paragraph 23 below.
Upon agreement of the Parties, LESSEE may pay rent by electronic funds transfer and in such
event, LESSOR agrees to provide to LESSEE bank routing information for such purpose upon
request of LESSEE. The Commencement Date shall be the first day of the month in which
notice of the exercise of the option, as set forth above, is effective. However, LESSOR and
LESSEE acknowledge and agree that initial rental payment(s) shall not actually be sent by
LESSEE until thirty(30) days after the exercise of the option is effective.
LESSOR hereby agrees to provide to LESSEE certain documentation (the "Rental
Documentation") evidencing LESSOR's interest in, and right to receive payments under, this
Agreement, including without limitation: (i) documentation, acceptable to LESSEE in
LESSEE's reasonable discretion, evidencing LESSOR's good and sufficient title to and/or
interest in the Property and right to receive rental payments and other benefits hereunder; (ii) a
complete and fully executed Internal Revenue Service Form W-9, or equivalent, in a form
acceptable to LESSEE, for any party to whom rental payments are to be made pursuant to this
Agreement; and (iii) other documentation requested by LESSEE in LESSEE's reasonable
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discretion. From time to time during the Term of this Agreement and within thirty(30) days of a
written request from LESSEE, LESSOR agrees to provide updated Rental Documentation in a
form reasonably acceptable to LESSEE. The Rental Documentation shall be provided to
LESSEE in accordance with the provisions of and at the address given in Paragraph 23.
Delivery of Rental Documentation to LESSEE shall be a prerequisite for the payment of any rent
by LESSEE and notwithstanding anything to the contrary herein, LESSEE shall have no
obligation to make any rental payments until Rental Documentation has been supplied to
LESSEE as provided herein.
Within fifteen (15) days of obtaining an interest in the Property or this Agreement, any
assignee(s) or transferee(s) of LESSOR shall provide to LESSEE Rental Documentation in the
manner set forth in the preceding paragraph. From time to time during the Term of this
Agreement and within thirty (30) days of a written request from LESSEE, any assignee(s) or
transferee(s) of LESSOR agrees to provide updated Rental Documentation in a form reasonably
acceptable to LESSEE. Delivery of Rental Documentation to LESSEE by any assignee(s) or
transferee(s) of LESSOR shall be a prerequisite for the payment of any rent by LESSEE to such
party and notwithstanding anything to the contrary herein, LESSEE shall have no obligation to
make any rental payments to any assignee(s) or transferee(s) of LESSOR until Rental
Documentation has been supplied to LESSEE as provided herein.
If permitted by the local utility company servicing the Property, LESSEE will install a
separate meter for the measurement of its electric power and will pay for its own utilities used. If
installation of a separate meter is not permitted by the utility, LESSEE shall furnish and install an
electrical submeter at the Premises for the measurement of electrical power used by LESSEE's
installation. LESSEE shall pay for its own power consumption used thirty (30) days after receipt
of an invoice from LESSOR indicating the usage amount. LESSEE shall be permitted to install,
maintain and/or provide access to and use of, as necessary (during any power interruption at the
Premises), a temporary power source.
4. EXTENSIONS. This Agreement shall automatically be extended for four (4)
additional five (5) year terms unless LESSEE terminates it at the end of the then current term by
giving LESSOR written notice of the intent to terminate at least six (6) months prior to the end of
the then current term. After the first (1St) five (5) year extension, LESSOR shall have the right to
terminate the Agreement at the end of each subsequent five (5) extension upon at least twenty-four
(24) months' prior written notice to LESSEE. The initial term and all extensions shall be
collectively referred to herein as the"Term".
5. ANNUAL RENTAL INCREASES. The annual rental for the second (2nd) year of
the initial term and for each year thereafter including any and all extension terms shall be equal
to 103% of the annual rental payable with respect to the immediately preceding year.
6. INTENTIONALLY DELETED.
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7. TAXES. LESSEE shall have the responsibility to pay any personal property, real
estate taxes, leasehold excise tax, if applicable, assessments, or charges owed on the Property
which LESSOR demonstrates is the result of LESSEE's use of the Premises and/or the
installation, maintenance, and operation of the LESSEE's improvements, and any sales tax
imposed on the rent (except to the extent that LESSEE is or may become exempt from the
payment of sales tax in the jurisdiction in which the Property is located), including any increase
in real estate taxes at the Property which LESSOR demonstrates arises from the LESSEE's
improvements and/or LESSEE's use of the Premises. LESSOR and LESSEE shall each be
responsible for the payment of any taxes, levies, assessments and other charges imposed
including franchise and similar taxes imposed upon the business conducted by LESSOR or
LESSEE at the Property. Notwithstanding the foregoing, LESSEE shall not have the obligation
to pay any tax, assessment, or charge that LESSEE is disputing in good faith in appropriate
proceedings prior to a final determination that such tax is properly assessed provided that no lien
attaches to the Property. Nothing in this Paragraph shall be construed as making LESSEE liable
for any portion of LESSOR's income taxes in connection with any Property or otherwise. Except
as set forth in this Paragraph, LESSOR shall have the responsibility to pay any personal property,
real estate taxes, assessments, or charges owed on the Property and shall do so prior to the
imposition of any lien on the Property.
LESSEE shall have the right, at its sole option and at its sole cost and expense, to appeal,
challenge or seek modification of any tax assessment or billing for which LESSEE is wholly or
partly responsible for payment. LESSOR shall reasonably cooperate with LESSEE at LESSEE's
expense in filing, prosecuting and perfecting any appeal or challenge to taxes as set forth in the
preceding sentence, including but not limited to, executing any consent, appeal or other similar
document. In the event that as a result of any appeal or challenge by LESSEE, there is a reduction,
credit or repayment received by the LESSOR for any taxes previously paid by LESSEE, LESSOR
agrees to promptly reimburse to LESSEE the amount of said reduction, credit or repayment. In the
event that LESSEE does not have the standing rights to pursue a good faith and reasonable dispute
of any taxes under this paragraph, LESSOR will pursue such dispute at LESSEE's sole cost and
expense upon written request of LESSEE.
8. USE; GOVERNMENTAL APPROVALS. LESSEE shall use the Premises for the
purpose of constructing, maintaining, repairing and operating a communications facility and uses
incidental thereto. A security fence consisting of chain link construction or similar but comparable
construction may be placed around the perimeter of the Premises at the discretion of LESSEE (not
including the access easement). All improvements, equipment, antennas and conduits shall be at
LESSEE's expense and their installation shall be at the discretion and option of LESSEE.
LESSEE shall not make any additions, or improvements in the Premises except for minor repairs,
alterations or routine maintenance, without first obtaining the written consent of LESSOR, which
consent shall not be unreasonably withheld, conditioned or delayed. All alterations, additions, and
improvements shall be at the sole cost and expense of LESSEE and shall become the property of
LESSOR at the expiration or earlier termination of this Agreement, excluding antenna equipment,
cabinets, and related equipment, and shall remain in and be surrendered with the Property without
disturbance, molestation, or injury at the termination of this Agreement. LESSOR will cooperate
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with LESSEE's efforts to obtain utilities, electrical power, and telephone services necessary to
operate LESSEE's communications facility. If LESSEE shall perform work in the Property with
the consent of LESSOR, LESSEE agrees to comply with all laws, ordinances, rules, and
regulations of the LESSOR and any other authorized authority. LESSEE shall be liable to
LESSOR for any damage or loss caused by LESSEE's agents, employees, or representatives to the
Property. It is understood and agreed that LESSEE's ability to use the Premises is contingent upon
its obtaining after the execution date of this Agreement all of the certificates, permits and other
approvals (collectively the "Governmental Approvals") that may be required by any Federal, State
or Local authorities as well as satisfactory soil boring tests which will permit LESSEE use of the
Premises as set forth above. LESSOR shall cooperate with LESSEE in its effort to obtain such
approvals and shall take no action which would adversely affect the status of the Property with
respect to the proposed use thereof by LESSEE. In the event that (i) any of such applications for
such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued
to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by
governmental authority; (iii) LESSEE determines that such Governmental Approvals may not be
obtained in a timely manner; (iv) LESSEE determines that any soil boring tests are
unsatisfactory; (v) LESSEE determines that the Premises is no longer technically compatible for
its use, or (vi) LESSEE, in its sole discretion, determines that the use of the Premises is obsolete
or unnecessary, LESSEE shall have the right to terminate this Agreement. Notice of LESSEE's
exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return
receipt requested, and shall be effective twelve (12) months after the mailing of such notice by
LESSEE. All rentals paid to said termination date shall be retained by LESSOR. Upon such
termination, this Agreement shall be of no further force or effect except to the extent of the
representations, warranties and indemnities made by each Party to the other hereunder. Otherwise,
the LESSEE shall have no further obligations for the payment of rent to LESSOR.
Lessee shall conform to and comply with all applicable laws and regulations of any public
authority affecting the Property and shall assume any costs of such compliance, including fines or
penalties. This Agreement does not grant to LESSEE any zoning or land use approvals. LESSEE
shall obtain any and all land use and zoning approvals as necessary for its operations. LESSEE
shall not allow debris or refuse to accumulate on the Property. LESSEE shall not place any
advertising or other signs on the Property without the express written permission of the LESSOR,
which permission shall not be unreasonably withheld, conditioned or delayed for signs required by
any regulatory agency.
Subject to the terms and conditions of this Agreement, including but not limited to
Paragraph 11 below, LESSOR, its agents, officers, employees, and volunteers, may enter the
Property at any time for the purpose of conducting inspection for compliance with this Agreement
or to conduct other business associated with LESSEE's operation of the communications facilities.
9. INDEMNIFICATION. Subject to Paragraph 10 below, each Party shall indemnify
and hold the other harmless against any claim of liability or loss from personal injury or property
damage resulting from or arising out of the negligence or willful misconduct of the indemnifying
Party, its employees, contractors or agents, except to the extent such claims or damages may be
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due to or caused by the negligence or willful misconduct of the other Party, or its employees,
contractors or agents.
10. INSURANCE. LESSEE shall procure and maintain for the duration of the
Agreement, insurance against claims for injuries to persons or damage to property which may
arise from or in connection with the LESSEE's operation and use of the Premises.
No Limitation. LESSEE's maintenance of insurance as required by this Agreement shall
not be construed to limit the liability of the LESSEE to the coverage provided by such insurance,
or otherwise limit the LESSOR's recourse to any remedy available at law or in equity.
Minimum Scope of Insurance.
LESSEE shall obtain insurance of the types described below:
a. Commercial General Liability insurance shall be written on Insurance
Services Office (IAO) occurrence form or its substantial equivalent and
shall include coverage for premises operations and contractual liability.
LESSOR shall be included as an insured on LESSEE's Commercial
General Liability insurance policy using ISO Additional Insured —
Managers or Lessors of Premises Form or a substitute endorsement
providing equivalent coverage.
b. Property insurance shall be written on an all risk basis.
Minimum Amounts Of Insurance.
LESSEE shall maintain the following insurance limits:
a. Commercial General Liability insurance shall be written with limits no
less than $1,000,000 each occurrence, $2,000,000 general aggregate.
b. Property insurance shall be written covering the full value of LESSEE's
property and improvements with no coinsurance provisions.
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Other Insurance Provisions. LESSEE's Commercial General Liability insurance policy
shall be primary insurance as respects the LESSOR. Any Insurance, self-insurance, or insurance
pool coverage maintained by the LESSOR shall be excess of the LESSEE's insurance and shall not
contribute with it.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best rating of not less than A: VII.
Verification of Coverage. LESSEE shall furnish the LESSOR with original certificates
and a copy of the blanket additional insured endorsement evidencing the insurance requirements of
the LESSEE.
Waiver of Subrogation. LESSEE and LESSOR hereby release and discharge each other
from all claims, losses and liabilities arising from or caused by any hazard covered by property
insurance on or in connection with the Property. This release shall apply only to the extent that
such claim, loss or liability is covered by insurance.
Failure to Maintain Insurance. Failure on the part of LESSEE to maintain the insurance
as required shall constitute a material breach of this Agreement, upon which LESSOR may, after
giving five business days' notice to the LESSEE to correct the breach, terminate the 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 LESSOR on demand.
11. INTENTIONALLY DELETED.
12. INTENTIONALLY DELETED.
13. INTERFERENCE. LESSEE agrees to install equipment of the type and frequency
which will not cause harmful interference which is measurable in accordance with then existing
industry standards to any equipment of LESSOR or other lessees of the Property which existed
on the Property prior to the date this Agreement is executed by the Parties. In the event any
after-installed LESSEE's equipment causes such interference, and after LESSOR has notified
LESSEE in writing of such interference, LESSEE will take all commercially reasonable steps
necessary to correct and eliminate the interference, including but not limited to, at LESSEE's
option, powering down such equipment and later powering up such equipment for intermittent
testing. In no event will LESSOR be entitled to terminate this Agreement or relocate the
equipment as long as LESSEE is making a good faith effort to remedy the interference issue.
LESSOR reserves the right to use the Property for purposes and in a manner that are compatible
with LESSEE's operations. LESSOR agrees that LESSOR and/or any other tenants of the
Property who currently have or in the future take possession of the Property will be permitted to
install only such equipment that is of the type and frequency which will not cause harmful
interference which is measurable in accordance with then existing industry standards to the then
existing equipment of LESSEE. The Parties acknowledge that there will not be an adequate
remedy at law for noncompliance with the provisions of this Paragraph and therefore, either
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N E
Party shall have the right to equitable remedies, such as, without limitation, injunctive relief and
specific performance.
14. REMOVAL AT END OF TERM. LESSEE shall, upon expiration of the Term, or
within ninety (90) days after any earlier termination of the Agreement, remove its building(s),
antenna structure(s) (except footings), equipment, conduits, fixtures and all personal property
and restore the Premises to its original condition, reasonable wear and tear and casualty damage
excepted. LESSOR agrees and acknowledges that all of the equipment, conduits, fixtures and
personal property of LESSEE shall remain the personal property of LESSEE and LESSEE shall
have the right to remove the same at any time during the Term, whether or not said items are
considered fixtures and attachments to real property under applicable Laws (as defined in
Paragraph 33 below). If such time for removal causes LESSEE to remain on the Premises after
termination of this Agreement, LESSEE shall pay rent at the then existing monthly rate or on the
existing monthly pro-rata basis if based upon a longer payment term, until such time as the
removal of the building, antenna structure, fixtures and all personal property are completed.
15. HOLDOVER. LESSEE has no right to retain possession of the Premises or any part
thereof beyond the expiration of that removal period set forth in Paragraph 14 herein, unless the
Parties are negotiating a new lease or lease extension in good faith. In the event that the Parties
are not in the process of negotiating a new lease or lease extension in good faith, LESSEE holds
over in violation of Paragraph 14 and this Paragraph 15, then the rent then in effect payable from
and after the time of the expiration or earlier removal period set forth in Paragraph 14 shall be
equal to the rent applicable during the month immediately preceding such expiration or earlier
termination.
16. INTENTIONALLY DELETED.
17. RIGHTS UPON SALE. Should LESSOR, at any time during the Term decide (i) to
sell or transfer all or any part of the Property to a purchaser other than LESSEE, or(ii) to grant to
a third party by easement or other legal instrument an interest in and to that portion of the
Property occupied by LESSEE, or a larger portion thereof, for the purpose of operating and
maintaining communications facilities or the management thereof, such sale or grant of an
easement or interest therein shall be under and subject to this Agreement and any such purchaser
or transferee shall recognize LESSEE's rights hereunder under the terms of this Agreement. To
the extent that LESSOR grants to a third party by easement or other legal instrument an interest
in and to that portion of the Property occupied by LESSEE for the purpose of operating and
maintaining communications facilities or the management thereof and in conjunction therewith,
assigns this Agreement to said third party, LESSOR shall not be released from its obligations to
LESSEE under this Agreement, and LESSEE shall have the right to look to LESSOR and the
third party for the full performance of this Agreement.
18. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and
performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises.
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19. TITLE. LESSOR represents and warrants to LESSEE as of the execution date of
this Agreement, and covenants during the Term that LESSOR is seized of good and sufficient
title and interest to the Property and has full authority to enter into and execute this Agreement.
LESSOR further covenants during the Term that there are no liens,judgments or impediments of
title on the Property, or affecting LESSOR's title to the same and that there are no covenants,
easements or restrictions which prevent or adversely affect the use or occupancy of the Premises
by LESSEE as set forth above.
20. INTEGRATION. It is agreed and understood that this Agreement contains all
agreements, promises and understandings between LESSOR and LESSEE and that no verbal or
oral agreements, promises or understandings shall be binding upon either LESSOR or LESSEE
in any dispute, controversy or proceeding at law, and any addition, variation or modification to
this Agreement shall be void and ineffective unless made in writing signed by the Parties. In the
event any provision of the Agreement is found to be invalid or unenforceable, such finding shall
not affect the validity and enforceability of the remaining provisions of this Agreement. The
failure of either Party to insist upon strict performance of any of the terms or conditions of this
Agreement or to exercise any of its rights under the Agreement shall not waive such rights and
such Party shall have the right to enforce such rights at any time and take such action as may be
lawful and authorized under this Agreement, in law or in equity.
21. GOVERNING LAW. This Agreement and the performance thereof shall be
governed, interpreted, construed and regulated by the Laws of the State of Washington. Venue
shall lie in the Clallam County Superior Court.
22. ASSIGNMENT. This Agreement may be sold, assigned or transferred by the
LESSEE without any approval or consent of the LESSOR to the LESSEE's principal, affiliates,
subsidiaries of its principal or to any entity which acquires all or substantially all of LESSEE's
assets in the market defined by the Federal Communications Commission in which the Property
is located by reason of a merger, acquisition or other business reorganization. As to other parties,
this Agreement may not be sold, assigned or transferred without the written consent of the
LESSOR, which such consent will not be unreasonably withheld, delayed or conditioned. No
change of stock ownership, partnership interest or control of LESSEE or transfer upon
partnership or corporate dissolution of LESSEE shall constitute an assignment hereunder.
LESSEE may sublet the Premises upon the written approval of the LESSOR, which approval
shall not be unreasonably withheld, delayed, or conditioned. Any sublease that is entered into by
LESSEE shall be subject to the provisions of this Agreement and shall be binding upon the
successors, assigns, heirs and legal representatives of the respective Parties hereto.
23. NOTICES. All notices hereunder must be in writing and shall be deemed validly
given if sent by certified mail, return receipt requested or by commercial courier, provided the
courier's regular business is delivery service and provided further that it guarantees delivery to
the addressee by the end of the next business day following the courier's receipt from the sender,
addressed as follows (or any other address that the Party to be notified may have designated to
the sender by like notice):
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tz > <
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LESSOR: City of Port Angeles
321 East Fifth Street
Port Angeles, WA 98362-0217
Attn: Property Manager
Telephone: (360) 417-4562
LESSEE: Seattle SMSA Limited Partnership
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained
pursuant to the foregoing.
24. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal
representative, successors and assigns of the Parties hereto.
25. INTENTIONALLY DELETED.
26. RECORDING. LESSOR agrees to execute a Memorandum of this Agreement
which LESSEE may record with the appropriate recording officer. The date set forth in the
Memorandum of Lease is for recording purposes only and bears no reference to commencement
of either the Term or rent payments.
27. DEFAULT.
a. In the event there is a breach by LESSEE with respect to any of the
provisions of this Agreement or its obligations under it, including the payment of rent, LESSOR
shall give LESSEE written notice of such breach. After receipt of such written notice, LESSEE
shall have fifteen (15) days in which to cure any monetary breach and thirty (3 0) days in which
to cure any non-monetary breach, provided LESSEE shall have such extended period as may be
required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires
more than thirty (30) days and LESSEE commences the cure within the thirty (30) day period
and thereafter continuously and diligently pursues the cure to completion. LESSOR may not
maintain any action or effect any remedies for default against LESSEE unless and until LESSEE
has failed to cure the breach within the time periods provided in this Paragraph.
b. In the event there is a breach by LESSOR with respect to any of the
provisions of this Agreement or its obligations under it, LESSEE shall give LESSOR written
notice of such breach. After receipt of such written notice, LESSOR shall have thirty (30) days
in which to cure any such breach, provided LESSOR shall have such extended period as may be
required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires
more than thirty (30) days and LESSOR commences the cure within the thirty (30) day period
and thereafter continuously and diligently pursues the cure to completion. LESSEE may not
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maintain any action or effect any remedies for default against LESSOR unless and until
LESSOR has failed to cure the breach within the time periods provided in this Paragraph.
Notwithstanding the foregoing to the contrary, it shall be a default under this Agreement if
LESSOR fails, within five (5) days after receipt of written notice of such breach, to perform an
obligation required to be performed by LESSOR if the failure to perform such an obligation
interferes with LESSEE's ability to conduct its business on the Property; provided, however, that
if the nature of LESSOR's obligation is such that more than five (5) days after such notice is
reasonably required for its performance, then it shall not be a default under this Agreement if
performance is commenced within such five (5) day period and thereafter diligently pursued to
completion.
28. REMEDIES. Upon a default, the non-defaulting Party may at its option (but
without obligation to do so), perform the defaulting Party's duty or obligation on the defaulting
Party's behalf, including but not limited to the obtaining of reasonably required insurance
policies. The costs and expenses of any such performance by the non-defaulting Party shall be
due and payable by the defaulting Party upon invoice therefor. In the event of a default by either
Party with respect to a material provision of this Agreement, without limiting the non-defaulting
Party in the exercise of any right or remedy which the non-defaulting Party may have by reason
of such default, the non-defaulting Party may terminate the Agreement and/or pursue any remedy
now or hereafter available to the non-defaulting Party under the Laws or judicial decisions of the
state in which the Premises are located; provided, however, both Parties shall use reasonable
efforts to mitigate its damages in connection with a default by the defaulting Party. If the non-
defaulting Party so performs any of the defaulting Party's obligations hereunder, the full amount
of the reasonable and actual cost and expense incurred by the non-defaulting Party shall
immediately be owing by defaulting Party to the non-defaulting Party, and defaulting Party shall
pay to non-defaulting Party upon demand the full undisputed amount thereof with interest
thereon from the date of payment at the greater of(i) ten percent (10%) per annum, or (ii) the
highest rate permitted by applicable Laws.
29. ENVIRONMENTAL.
a. LESSOR will be responsible for all obligations of compliance with any and
all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or
policies of any governmental authorities regulating or imposing standards of liability or standards
of conduct with regard to any environmental or industrial hygiene conditions or concerns as may
now or at any time hereafter be in effect, that are or were in any way related to activity now
conducted in, on, or in any way related to the Property, unless such conditions or concerns are
caused by the specific activities of LESSEE in the Premises.
b. LESSOR represents that it has no knowledge of any substance, chemical, or
waste (collectively, "substance") on the Property that is identified as hazardous, toxic, or
dangerous in any applicable law or regulation (collectively referred to as "Hazardous Substances").
Neither LESSEE nor LESSOR shall introduce any such substance on the Property in violation of
any applicable law or regulation. The Parties will defend, indemnify, and hold each the other, their
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agents and employees harmless from and against any and all claims, costs, and liabilities, including
reasonable attorneys' fees and costs arising out of or in connection with the cleanup or restoration
of the Property associated with the indemnitor's use of such Hazardous Substances. The obligation
of this Paragraph shall survive the expiration or other termination of this Agreement.
30. CASUALTY. In the event of damage by fire or other casualty to the Premises that
cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the
Property is damaged by fire or other casualty so that such damage may reasonably be expected to
disrupt LESSEE's operations at the Premises for more than forty-five (45) days, then LESSEE
may, at any time following such fire or other casualty, provided LESSOR has not completed the
restoration required to permit LESSEE to resume its operation at the Premises, terminate this
Agreement upon thirty (30) days prior written notice to LESSOR. Any such notice of
termination shall cause this Agreement to expire with the same force and effect as though the
date set forth in such notice were the date originally set as the expiration date of this Agreement
and the Parties shall make an appropriate adjustment, as of such termination date, with respect to
payments due to the other under this Agreement. Notwithstanding the foregoing, the rent shall
abate during the period of repair following such fire or other casualty in proportion to the degree
to which LESSEE's use of the Premises is impaired.
31. INTENTIONALLY DELETED.
32. SUBMISSION OF AGREEMENT/PARTIAL INVALIDITY/AUTHORITY. The
submission of this Agreement for examination does not constitute an offer to lease the Premises
and this Agreement becomes effective only upon the full execution of this Agreement by the
Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and
shall not invalidate the remaining provisions of this Agreement. Each of the Parties hereto
warrants to the other that the person or persons executing this Agreement on behalf of such Party
has the full right, power and authority to enter into and execute this Agreement on such Party's
behalf and that no consent from any other person or entity is necessary as a condition precedent
to the legal effect of this Agreement.
33. APPLICABLE LAWS. During the Term, LESSOR shall maintain the Property in
compliance with all applicable laws, rules, regulations, ordinances, directives, covenants,
easements, zoning and land use regulations, and restrictions of record, permits, building codes,
and the requirements of any applicable fire insurance underwriter or rating bureau, now in effect
or which may hereafter come into effect (including, without limitation, the Americans with
Disabilities Act and laws regulating hazardous substances) (collectively "Laws"). LESSEE
shall, in respect to the condition of the Premises and at LESSEE's sole cost and expense, comply
with (a) all Laws relating solely to LESSEE's specific and unique nature of use of the Premises
(other than general office use); and (b) all building codes requiring modifications to the Premises
due to the improvements being made by LESSEE in the Premises.
34. SURVIVAL. The provisions of the Agreement relating to indemnification from one
Party to the other Party shall survive any termination or expiration of this Agreement.
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i
s u
Additionally, any provisions of this Agreement which require performance subsequent to the
termination or expiration of this Agreement shall also survive such termination or expiration.
35. CAPTIONS. The captions contained in this Agreement are inserted for convenience
only and are not intended to be part of the Agreement. They shall not affect or be utilized in the
construction or interpretation of the Agreement.
36. LATE CHARGE. In the event LESSEE fails to make any payment of rent or other
payment due hereunder upon the date due, LESSOR shall be entitled to collect from LESSEE
late charge equal to six percent (6%) of the delinquent payment.
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their
respective seals the day and year first above written.
LESSO ty of Port Angeles
By: .
Name: `FDA ML A
Title: L-Aa Mdnc-M+r
Date: -j
Appro ed as to Form:
1
William Bloor, City Attorney
Attest: to n
v �C
nnifer Veneklasen, City C lerk
LESSEE: Seattle SMSA Limited Partnership
d/b/a Verizon Wireless
By Cellco Partnership, its General Partner
By:
Name: Ames A. Wales
Title: Executive Director-Network
Date: &
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LESSOR ACKNOWLEDGMENT
STATE OF t )
) ss.
COUNTY OF C� )
On this day of 2015, before me, a Notary Public in and for
the State of Ai�;h i, gfit)a personally appeared D30 (W—Y-Q2A ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person
who executed this instrument, on oath stated that He/She was authorized to execute the
instrument, and acknowledged it as the ( r of City of Port Angeles, to be the
free and voluntary act and deed of said part or the uses and purposes mentioned in the
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
�t%n11r11rury
1 SZ
VE1y i476TARY PUBLIC in and for the State of
:��t► �1satOtry� residing at
tv .�
My appointment expires 1Kaf ;?dlq
Print Name
I
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
h
On this P day of �� e , 201 S, before me, a Notary Public in and for
the State of Washington, personally appeared James A. Wales, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who executed this
instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it
as the Executive Director- Network of Seattle SMSA Limited Partnership d/b/a Verizon
Wireless, By Cellco Partnership, Its General Partner, to be the free and voluntary act and deed of
said party for the uses and purposes mentioned in the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
L LAH VAGA �
NOTARY PUBLIC NOTARY PUBLIC in and for the State of WA,
STATE OF WASHINGTON residing at
CONf�kiS 60 ���'���� g King Countv
MME C 4 29,201 My appointment expires March 29,2019
Print Name Leian vac a
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c
EXHIBIT "A" (Page 1 of 2)
Legal Description
I.ots I through 20, inclusive,in Block 153;
Lots I through 20,inclusive. in Block 154;
Lots I through 19, inclusive,in Block 243,
Lots I through 20,inclusive,in Block 244;
ALL in the Townsite of Port Angeles,Clallam County, Washington,
Situate in ft County of Clallam, Statc of Washington.
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EXHIBIT "A"(Papae 2 of 2)
Description of Premises
(E)ADJACENT PROPERTY LINE (TYP)
(E) SUBJECT PROPERTY LINE(TYP)
, f TAX ID NO: (E) BUILDING (TYP)- �
063000015350
(E)POWER SOURCE I -
F LESSEE'S UTILITIES
�
(LOC. O )
(P)APPROX. POWER ROUTE
APPROXIMATE LOCATION OF(P)400 SO
FT(20' X 20' LESSEE'S LEASE AREA
(E)TELCO/FIBER SOURCE(LOC.
I , OF LESSEE'S UTILITIES)
LESSEE'S (P)APPROXIMATE -
y
ANTENNA LOCATION ~
( (P)APPROX. TELCOjFIBER ROUTE
r, 418'-3 ' ✓ �.,i
n
� t
� APPROX. LOCATION OF _ -
-I (P) LESSEE'S 12`-0"WIDE -- � (E) TREE
w ACCESS EASEMENT t / � °' � (TYP)
(E)ASPHALT
I- PARKING LOT(TYP) -
� � ___ (E)33'WIDE DRIVEWAY (ACCESS) �-
} _. a
-
WEST 8TH STREET
APPROX. LOCATION OF
LESSEE'S INGRESS/EGRESS
FROM WEST 8TH STREET �
TAX ID NO.: c�a PRO ECT NO :741 SHEET TITLE
UTE NAM 063000015350 111. OATE D11- CESCRW-ION LEASE AREA
LAURIDSEN On ADDRESS � 0`13_% G'i 90%REV4�W PLAN
I W3 WEST 3TH STREET
FORT ANGEL_S,'WA 4,33f, CAL
'2 SE:77 SHEET: t OF i
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City of Port Angeles
Record #000916
Verizon Wireless
3245 158"'Ave SE, MS 231
Bellevue,WA 98008
FED EX OVERNIGHT MAIL DELIVERY
June 3, 2015
Attn:
Property Manger
City of Port Angeles
321 East Fifth Street
Port Angeles, WA 98362-0217
(360)417-4562
Re: WA Lauridsen Ground Option and Land Lease Agreement
Greetings:
Attached please find your copy of the WA1 Lauridsen Option and Land Lease Agreement, fully executed
by Verizon Wireless on June 1, 2015
If you have any questions, I may be reached at 425-603-8275.
Sincerely,
Lelah Vaga,
Real Estate Specialist
Northwest Real Estate Group
Network Operations & Engineering
Project Name:
RIGHT OF ENTRY
The undersigned is the owner ("Owner") of the property, premises or easement
(the "Property") described as follows:
Consent. The Owner does hereby grant permission to d/b/a
Verizon Wireless and its agents, employees, consultants and representatives (herein
individually and collectively referred to as "Verizon Wireless"), for a period of one
hundred and eight (180) day from the date of this consent, to enter onto the Property and
contiguous property owned or controlled by the Owner for the purpose of performing an
inspection of the Property, including surveys, a structural strength analysis, subsurface
boring tests, an environmental site assessment, collection of soils and groundwater
samples, and any other activities as Verizon Wireless may deem necessary, at the sole
cost of Verizon Wireless. In addition, Verizon Wireless may remove samples of the soil
from the Property. The Owner shall not be responsible for the actions of Verizon
Wireless's employees or contractors while they are on the property. Verizon will take all
reasonable steps to return the property to its original state after entry
Verizon shall give the Owner 72 hours notice before entering the property for
testing by contacting Corey Delikat, Director of Parks and Recreation at 360/417-4551 or
edelikat@cityopa.us.
Authority. The individual executing this consent on behalf of the Owner
represents to Verizon Wireless that such individual is authorized to do so be requisite
action of the Owner.
OWNER:
Its: ik
Date:U!-�� �� to