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12-091.00 Day Wireless Systemsi1/ DAY& WIRELESS SYSTEMS Corporate Headquarters 4700 SE International Way Milwaukie, OR 97222 Web site: www.daMireless.com TOWER SITE LEASE AGREEMENT Phone #: (503) 659 -1240 Fax #: (503) 794 -3774 E -Mail: sitesndaywireless.com This Tower Site Lease Agreement (hereafter referred to as "Agreement ") is entered into and effective as of this 1 st day of February 2012 (hereafter referred to as "Commencement Date "). LESSOR: Washington Communications dba Day Wireless Systems LESSEE: Lessee Name: City of Spokane Valley Public Works Contact'Name: Deven Nickerson Address: 11707 E Sprague Phone #: 509- 720 -5008 City, State, Zip: Spokane Valley, WA 99206 Fax #: UHF - TBD Email: dnickerson s okanevalle .or Billing Address: Motorola Contact Name: CDR500 City, State, Zip: Two Way Communications Phone #: TBD Account #: TBD Fax #: UHF - TBD Email: TERM: _1_ Year(s) starting on the Commencement Date and ending on the last day of the month which completes the term of the year aforesaid. RENT: The initial monthly rent shall be $200.00 per month plus any applicable taxes. Commencing on the first anniversary of the Commencement Date and each anniversary thereafter, a 1% annual increase will apply. TOWER COMMUNICATION SITE: Site Name: Fancher County: Spokane Valley Latitude: 470 41' 40.6" N Elevation: 2559 feet RADIO EQUIPMENT SPECIFICATIONS: Nearest City: Spokane_ State: Washington Longitude: 1170 20' 4.7" W Antenna(s) Mounted at: 29 (NAD83) feet Manufacturer: Motorola Type & Model: CDR500 Type of Service: Two Way Communications TX Power Output: TBD ERP: TBD Frequencies: UHF - TBD *Attach specification sheet if available. C;o1"2- -©q 1 ANTENNA EQUIPMENT SPECIFICATIONS: Manufacturer: In Process Type & Model: Total Monthly License Fee Antenna Quantity: (1) Antenna Weight: $200.00 Antenna Dimensions: Monthly Antenna Gain: - Includes electrical usage Orientation /Azimuth: Tower Leg: Height on Tower: Total Mount Type: Monthly Number of Coax Cables: Per antenna) Line Type: Line Diameter: *Attach specification sheet if available. FCC LICENSE INFORMATION: Licensee: In Process Call Sign: Total Monthly License Fee Expiration: (1) Radio Service Type: $200.00 *Please provide a copy of your valid FCC License with this agreement. LEASE FEE SCHEDULE: # of Units Description of Equipment: Model, Frequencies, Cabinet Sizes, Etc. Monthly Fee Per Unit Total Monthly License Fee Payment Schedule (1) (1) Motorola CDR500 wall mount Repeater, duplexor, and (1) associated antenna $200.00 $200.00 Monthly - Includes electrical usage Total $200.00 Monthly TERMS AND CONDITIONS Lease of Site: Day Wireless Systems (hereinafter called "DWS ") authorizes the Lessee to install, operate and maintain at Lessee's expense and risk, communications equipment along with associated other electronic equipment and mounting structures designated on page 2 of this Agreement ( "Equipment "), at places designated by DWS and installed by DWS or a pre - approved contractor. Any change or addition to the Equipment must be pre- approved by DWS and may be subject to additional charges at DWS' sole discretion. Lessee shall, at all reasonable times, have the unrestricted right to enter or leave the premises where Lessee's Equipment is located. Lessee agrees to take, at Lessee's own expense, all measures and precautions necessary to render Lessee's Equipment inaccessible to unauthorized persons. DWS agrees that it will not give unauthorized persons access to the Equipment. Lessee shall maintain Equipment in good working order. 2. Term: After the "Term" indicated on the reverse side of this Agreement expires, this Agreement shall continue for successive additional periods of one year (each a "Renewal Term "). The site may be subject to terms and provisions of an underlying lease executed by and between DWS as tenant or site manager and other parties as landlord and/or site owner. Lessee hereby agrees to abide by such terms and provisions in addition to those identified in this Agreement. Either party may terminate this Agreement at the end of any term or Renewal Term with thirty (30) days prior written notice. In any event, this Agreement will terminate when DWS's underlying lease terminates, if applicable. Lease Fees: During the Term of this Agreement, Lessee will pay to DWS, in advance, the Lease Fee and Payment Schedule indicated on page two (2) with invoice. In the event payment is not received in full when due, Lessee agrees to pay a finance charge at the rate of two percent (2 %) per month which is an annual rate of 12% on all unpaid lease fees over ten (10) days due. At any time after the initial term, DWS may, upon thirty (30) days' notice, increase the monthly lease fee per unit (thereby affecting the total monthly lease fee). If Lessee disputes any account balances, invoices, credits, or statements, Lessee must provide written notice to DWS within thirty (30) days of the above - received document that is being disputed. No action will be taken for disputed account balances, invoices, credits, or statements beyond thirty (30) days unless prior written notice has been received. 4. Other Fees: Lessee may be required to pay all, a portion of, or the increase in any Lessee fees, regular or special use fees, assignment fees, permit fees, charges and taxes (municipal, state, and federal) which may now or hereafter be imposed upon Lessee and/or Lessor for operation of or the ownership of the Equipment. Hold Over Fee: In the event this Agreement is terminated pursuant to Paragraphs (2), (3), or (7) hereof, and so long as the Equipment remains on the Site (even if it has been disconnected), Lessee shall pay to DWS a hold -over Lease Fee equal to one hundred percent (100 %) of the then effective Total DWS Lease Fee, prorated from the effective date of termination to the date the Equipment is removed in its entirety from the Site. DWS shall have the right (but not the obligation) to disconnect and remove the Equipment from the Site. If DWS disconnects and removes the Equipment, Lessee shall pay to DWS upon demand three hundred percent (300 %) of the disconnection, removal and storage expenses incurred by or on behalf of DWS. If Lessee does not reclaim such Equipment within forty-five (45) days, DWS has the right to sell the Equipment and deduct therefrom any amounts due under this Lease. Should Lessee fail to vacate the Leased Premises pursuant to the terms of this Agreement, DWS may at its sole discretion, charge Lessee a Lease Fee equivalent to two (2) times the Lease fee that Lessee is paying at the time of termination plus interest at two percent (2 %) per month. Such sums will be pro -rated on a daily basis until such time that Lessee vacates the Leased Premises /Site. 6. Condition of Site: Lessee takes the site as he finds it and DWS shall have no responsibility for its condition, or damage suffered by the Lessee or any other person due to such condition. Upon expiration or termination of this Agreement, Lessee will remove all property from the site, which was placed there by Lessee and will restore the Site to its original condition. 7. Liability: Except for its own acts, DWS shall not be liable to Lessee or to any other person for any loss or damage, including incidental, consequential or special damages, regardless of cause. Specifically, but without limiting the generality of the foregoing, DWS shall have no liability for any loss or damage due to personal injury, property damage, libel or slander, or imperfect or unsatisfactory communications experienced by the Lessee for any reason whatsoever. Lessee will indemnify and hold DWS harmless from any loss, damage, or liability, consequential or otherwise, occasioned by growing out of, or arising, or resulting in connection with this Agreement or any act or failure to act by Lessee, its agents, or employees. 8. Installation and Interference: Lessee will install, operate and maintain its Equipment in accordance with applicable laws and regulations, including but not limited to FCC rules, and so as not to cause interference with any other transmitting or receiving Equipment whether located on the Site or not. In the event DWS finds the Equipment causes such interference, at its sole cost 3 and expense, Lessee shall take all steps necessary to correct and eliminate such interference. If said interference cannot be eliminated within forty-eight (48) hours, DWS has the right to disconnect and remove any Equipment not in compliance with this paragraph. a. All installations of antennas and other apparatus upon the radio tower located at the Site shall be made by DWS or a pre- approved contractor, and all repair and maintenance of such antennas and other apparatus on said tower shall be performed solely by DWS or a pre- approved contractor. b. Installation of Equipment and apparatus within the building located on the above - described premises shall be performed by DWS or with DWS consent and DWS shall have the right to restrict Lessee in regard to the place of installation of Equipment, type, and amount of Equipment installed — and as to the condition of said Equipment and apparatus. c. DWS at its sole discretion may authorize approved installation contractors but will require a $2,000.00 installation inspection fee. 9. System and Installation Standards: Lessee shall comply with the Systems and Installation Standards on Exhibit A. 10. Personal Lease: This Agreement is personal to Lessee and no assignment or sublease in whole or part shall be valid without the written consent of DWS. DWS may assign its rights under this Agreement to any other party. 11. Insurance: Lessee shall carry during the term of this lease public liability and property damage insurance with respect to the Equipment and activities in amounts satisfactory to DWS. 12. Requirements: Within five (5) days after the execution of the Lease, but prior to the commencement of the initial term of such Lease, Lessee shall provide DWS with certificates of insurance evidencing required coverage in force for the Site with a thirty (30) day notice to DWS requirement for cancellation, non - renewal, or material change. Each certificate must be Site specific and name DWS as an "additional insured" on each policy, except workers compensation insurance policies. Lessee will cause each insurance policy it obtains to provide that the insurance company waives all right of recovery by way of subrogation against DWS in connection with any damage covered. All insurance shall be maintained during the term of the applicable Agreement in companies legally qualified to transact business in the state where the applicable Site is located. The property insurance coverage may be maintained pursuant to master policies of insurance covering the specific Site, but coverage shall not be reduced at the Site by activities at Lessee's other property. 13. Property: Lessee shall insure its Equipment and the property of others for which Lessee is responsible, against all loss or damage, including business interruption, in an amount no less than full replacement value. DWS shall not provide any such insurance, and assumes no responsibility for damage occurring to Lessee's equipment, or that of Lessee's Contractor's and/or subcontractor's, including business interruption. 14. Business Automobile Liability: Lessee shall obtain and maintain Bodily Injury and Property Damage Liability insurance on all owned, hired and non -owned vehicles with minimum limits of: a. Combined Single Limit $1,000,000.00 15. Commercial General Liability: Lessee shall obtain and maintain bodily injury liability, property damage liability, products and completed operations liability, broad form property damage liability and personal injury liability coverage in the following amounts: 1. Policy Form Occurrence 2. General Aggregate Limit $2,000,000.00 3. Products & Completed Operations Limit $2,000,000.00 4. Personal Injury & Advertising Injury Limit $1,000,000.00 5. Each Occurrence Limit $1,000,000.00 6. Damage to Rented Premises $ 100,000.00 7. Medical Expense Limit $ 5,000.00 16. Prior Negotiations: This Agreement constitutes the entire agreement of the parties hereto and shall supersede all prior offers, negotiations and agreements. No revision of this Agreement shall be valid unless made in writing and signed by authorized agents of DWS and Lessee. 17. Default: Time is of the essence. The following shall be events of default: (a) Failure to pay fees or rent when due in accordance with Section 3; or (b) failure to comply with any term or condition of this Agreement, other than payment of fees or rent, within thirty (30) days after written notice specifying the nature of the non - compliance. In the event of default by the Lessee, DWS may terminate this Agreement without further notice to Lessee. 4 18. Aaalicable Law and Venue: Lessee agrees that all transactions arising hereunder shall be governed and interpreted by the laws of the state in which the Site resides. Lessee agrees that venue of any action to enforce this Agreement shall be designated by DWS. 19. Attorneys' Fees: Lessee agrees to pay in the event of a default, all of DWS' attorneys' fees, plus all attendant costs whether or not litigation is initiated. 20. Notices: All notices, requests, claims, demands, and other communications hereunder shall be by written notification and shall be delivered to the respective parties at the addresses first written above, and as may be amended from time to time. Any such notice may be hand delivered (provided the deliverer provides proof of delivery) or sent by a nationally - established overnight courier that provides proof of delivery, or certified or registered mail (postage prepaid, return receipt requested). Notice shall be deemed received on the date of delivery as demonstrated by the receipt of delivery. IN WITNESS WHEREOF, the Lessor and Lessee have executed this Tower Site Lease Agreement as of the latter signature date below. LESSOR: It 4/wv(nUA04 UO3'1h-AM� LL dba DAY WHIEfESS SYSTEMS By. Its: Sites Manager Attest: Date: t 3 1 Y LESSEE: r Exhibit: A System and Installation Standards: Lessee shall comply with the following: 1. All in- building equipment will be labeled with Lessee's name, the name and phone number of a technical contact, and operating frequencies. Lessee will post a copy of Lessee's valid FCC License(s) for all licensed frequencies. 2. Antennas must be mounted with only approved mounts or other specified mount. Antennas and microwave dishes that require stabilizing arm(s) must use required devices. 3. All mounting devices and hardware must be hot -dip galvanized or stainless steel. 4. Welding, drilling, or structure modifications of any kind are not permitted without prior written approval of DWS. 5. All radio equipment needs to attach to internal grounding halo (if provided). 6. All lines must be routed down to equipment in an orderly fashion. Lines must also route in cable management system (if provided). If there isn't a cable management system then lines must be tied at intervals no greater than three (3) feet. All lines shall be tied to cable ladder (if provided) in a manner not to impede future use or damage other lines. 7. All lines must be marked via colored tape pattern at antenna, cable entry to facility, and at internal equipment. If lease authorizes "spare" lines, they must be marked and weatherproofed. Lessee may not use a color pattern currently in use. Lessee must denote the color pattern used on the Cable Identification Binder located on site or notify DWS. 8. All dual conductor (center conductor) coax type lines need lightning arrestors inside entry to facility. Approved arrestors include: Poly Phaser, Gas, MOV, and Silicone Avalanche Diode. 9. All lines must be grounded in a minimum of three (3) places: the top and bottom of the vertical cable run, and at the entry to facility (if grounding is provided). Exceptions are considered upon request for clients of low installations. 10. All line entries into facility must be sealed upon completion of install. 11. When possible, lines need to be installed with a "drip loop" in the line after leaving the tower en route to the facility. All transmission lines must be clamped with stainless steel clamps made specifically for this purpose (not wraplock) to the waveguide bridge for the full external run of the line. 12. All Lessees must cooperate in a timely fashion with DWS and other parties, including tenants of other sites, when called upon to investigate a source of interference, whether or not it can be proven that their equipment is involved. 13. Upon termination of the Agreement ALL equipment will be removed from site within thirty (30) days, unless prior arrangements have been authorized by DWS. If Lessee replaces equipment then ALL old equipment that is no longer part of the Agreement will be removed from the Site within thirty (30) days, unless prior arrangements have been authorized by DWS. If any such equipment is not removed as specified above DWS will continue to charge rent in thirty (30) day periods until Lessee provides proof that said equipment is removed. 14. Filters and cavities are required within industry standard. 15. Transmitters, receivers, combiners, multicouplers, and antennas must meet manufacturer's specifications at all times. 16. Cabinets must be bolted to the floor or braced to the ceiling and grounded (if available). 17. Upon completion of install, Lessee will return the CAD drawings provided by DWS with the location(s) of Lessee's equipment. Lessee will also submit the completed installation checklist provided by DWS, pictures of the installation (if available) and the color pattern used to identify Lessee's installation. 18. If DWS is operating the Site via an underlying land lease or site management agreement Lessee agrees to abide by any additional technical standards required by any said land owner. These additional standards are available upon request. 19. Lessee agrees to abide by additional specifications in a timely manner if DWS provides notification of an update to the System and Installation Standards. no