AT&T Wireless - Telephone Franchise r
ATT
AT&T Wireless Services
1600 SW 4th Ave.
Portland,OR 97201
July 29, 1999
City of Tigard
Attn: Cindy Turner
13125 SW Hall Blvd.
Tigard, OR 97223
RE: Lease Agreement between City of Tigard ("Lessor") and AT&T Wireless Services
of Oregon, inc., dba AT&T Wireless Services ("Lessee"), dated March 18, 1999.
Dear Ms. Turner:
This letter serves as formal notification that AT&T Wireless Services is commencing the
above-referenced lease, effective August 1, 1999.
In accordance with paragraph 5, a check in the amount of$600.00 will be mailed to you
directly from our Sacramento office and will represent rent for August 1999. Future
monthly payments will be mailed on or before the first day of each month, throughout the
term(s) of this lease. In addition, a certificate of insurance will be mailed to you from our
insurance carrier, Marsh & McLennan of New York.
Thank you for leasing with AT&T Wireless Services. Please feel free to contact me at
(503)306-7812 if you have any questions.
Sincerely,
Kelley Swensen
Special Projects Coordinator
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ATST
AT&T Wireless Services
1600 SW 4th Ave.
Portland,OR 97201
May 20, 1999
City of Tigard
Attn: Cindy Turner
13125 SW Hall Blvd.
Tigard, OR 97223
RE: Lease Agreement between City of Tigard, a municipal corporation ("Landlord")
and AT&T Wireless Services of Oregon, Inc. ("Tenant"), dated March 18, 1999,
for property located at 8777 SW Burnham Street, Tigard, OR
Dear Ms. Turner:
Enclosed, for your records, is one fully-executed original of the above-referenced Lease
Agreement. In compliance with the terms of the lease, AT&T Wireless Services will
notify you upon commencement of rent payments.
In order to be set up in our Accounting system, our Lease Management department
requests that you complete the enclosed W-9 form. Please complete and return in the
envelope provided.
Thank you for leasing with AT&T Wireless Services. If you have any questions, please
feel free to contact me at (503) 306-7812.
Sincerely,
I
Kelley Swensen
Special Projects Coordinator
OD
Recycled Paper
Market: Portland
Cell Site Number:
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Agreement"), dated as of the date below, is entered into by
CITY of TIGARD, a Municipal corporation, having its principal office/residing at 13125 SW Hall
Blvd., Tigard, Oregon, 97223, (hereinafter referred to as "Landlord") and AT&T WIRELESS
SERVICES of OREGON, INC., a Nevada corporation, d/b/a AT&T WIRELESS SERVICES,
having an office at 1440 SW 4th Avenue, Portland, Oregon 97201, (hereinafter referred to as
"Tenant").
BACKGROUND
Landlord owns that certain plot, parcel or tract of land, together with all rights and
privileges arising in connection therewith, located at 8777 SW Burnham Street, in the City of
Tigard, Washington County, State of Oregon (collectively "Property"). The property being further
identified on the Legal Description of the Property attached hereto as Exhibit 1. Tenant desires to
use a portion of the Property in connection with its federally licensed communications business.
The parties agree as follows:
1. LEASE OF PREMISES. Landlord leases to Tenant a certain portion of
the Property containing approximately 800 square feet as described on attached Exhibit 2
(collectively, "Premises").
2. PERMITTED USE. Tenant may use the Premises for the following: (i)
transmission and reception of communications signals; (ii) to construct, install, operate, maintain,
repair, replace, protect and secure, its communication fixtures and related equipment, cables,
accessories and improvements (collectively, the"Communication Facility'); along with any number
of associated antennas, an equipment shelter, fencing and any other accessories necessary to
the successful and secure operation of the Communication Facility; and (iii) any activities related
to the forgoing. Landlord and Tenant agree that Exhibit 2 shows the initial installation of Tenant
and that it does not limit Tenant's rights under this paragraph. Landlord's execution of this
Agreement will signify Landlord's approval of Exhibit 2. Tenant has the right (i) to install and
operate transmission cables from the equipment shelter to the antennas, electric lines from the
main feed to the equipment shelter, and communication lines from the main entry point to the
equipment shelter and (ii) to erect, construct or make Property improvements, alterations, or
additions appropriate for Tenant's use ("Tenant Changes"). Tenant Changes include the right to
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construct and maintain a fence around the Premises or undertake any other appropriate means to
restrict and secure access to the Premises.
3. INSTALLATIONS. Tenant agrees to comply with all applicable
governmental laws, rules, statutes and regulations, relating to its use of the Communication
Facility on the Property. Tenant has the right to modify, supplement, replace, upgrade, expand
the equipment, increase the number of antennas or relocate the Communication Facility within the
Premises at any time during the term of this Agreement. Tenant will be allowed to make such
alterations to the Property in order to accomplish Tenant's Changes or to insure that Tenant's
Communication Facility complies with all applicable federal, state or local laws, rules or
regulations.
4. TERM. (a) The initial lease term will be five (5) years ("Initial Term"),
commencing upon the Commencement Date, as defined below. The Initial Term will terminate on
the last day of the month in which the fifth annual anniversary of the Commencement Date
occurred.
(b) This Agreement will automatically renew for four (4) additional five (5) year
Term(s) (the "Extension Term"), upon the same terms and conditions unless the Tenant notifies
the Landlord in writing of Tenant's intention not to renew this Agreement at least ninety(90) days
prior to the expiration of the existing Term.
(c) If Tenant remains in possession of the Premises after the termination or
expiration of this Agreement then Tenant will be deemed to be occupying the Premises on a
month to month basis (the "Holdover Term"), subject to the terms and conditions of this
Agreement.
(d) The Initial Term, and the Extension Term and the Holdover Term are
collectively referred to as the Term. ("Term").
5. RENT. (a) Commencing on the date that Tenant commences construction (the
"Commencement Date"), Tenant will pay the Landlord a monthly rental payment of Six Hundred
Dollars ($600.00), to Landlord, at the address set forth above, on or before the 101h day of each
calendar month in advance or to such other person, firm, or place as Landlord may, from time to
time, designate in writing at least thirty (30) days in advance of any due date. Rent will be
prorated for any partial month.
(b) Tenant shall have the right to use a direct deposit system with regard to Rent
payments. Landlord agrees to cooperate with Tenant in providing requisite information to Tenant for
such direct deposit. The implementation of the direct deposit system shall be at Tenant's expense.
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(c) In the first year of each exercised Extension Term, the monthly rent shall be
increased by Twenty percent(20%)over the previous year's rent.
6. APPROVALS. (a) Landlord agrees that Tenant's ability to use the Premises
is contingent upon its suitability for Tenant's intended use from both an economic and technical
engineering basis and Tenant's ability to obtain all governmental licenses, permits, approvals or
other relief required of or deemed necessary or appropriate by Tenant for its use of the Premises,
including without limitation applications for zoning variances, zoning ordinances, amendments,
special use permits, and construction permits (collectively referred to as "Governmental
Approvals"). Landlord specifically authorizes Tenant to prepare, execute and file all necessary or
appropriate applications to obtain Governmental Approvals for its use under this Agreement and
to reasonably cooperate with the same.
(b) Tenant has the right to obtain a title report or commitment for a leasehold title
policy from a title insurance company of its choice and to have the Property surveyed by a
surveyor of choice.
(c) Tenant may also obtain, at Tenant's sole cost and expense, soil boring,
percolation, engineering procedures, environmental investigation or other tests or reports ("Tests")
on, over, and under the Property, necessary to determine if the Tenant's use of the Premises will
be compatible with Tenant's engineering specifications, system, design, operations or
Governmental Approvals.
7. TERMINATION. This Agreement may be terminated, without penalty or
further liability, as follows:
(a) by either party on thirty (30) days prior written notice, if the other party
remains in default under Paragraph 16 of this Agreement after the applicable cure periods;
(b) by Tenant on sixty(60)days prior written notice, if Tenant is unable to obtain,
maintain, or otherwise forfeits or cancels any required approval(s) or the issuance of a license or
permit by any agency, board, court or other governmental authority necessary for the construction
or operation of the Communication Facility as now and hereafter intended by Tenant; or if the
Premises become unsuitable for Tenant's operation due to governmental regulations; or if Tenant
determines in its sole discretion that the cost of obtaining or retaining the same is commercially
unreasonable;
(c) by Tenant on sixty (60) days prior written notice, if Tenant determines, in its
sole discretion, that Tenant's use of the Premises (as the same may have been modified from
time to time) is no longer consistent with the optimal operation of Tenant's communications
network based upon either technical or economic considerations;
(d) by Tenant on sixty (60) days prior written notice, if Tenant determines that
interference by or to Tenant's use of the Premises cannot be resolved to Tenant's satisfaction;
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(e) by Tenant immediately upon notice, if destruction or damage to the Premises
or the taking thereof (by partial condemnation or otherwise) is sufficient, in Tenant's reasonable
judgment, to adversely affect Tenant's use of the Premises; or
(f) by Tenant immediately upon notice, if Tenant determines, in its sole
discretion, due to the title results, survey results or Tests, that the condition of the Premises is
unsatisfactory or Tenant believes that the leasing or continued leasing of the Premises would
expose Tenant to undue risks of government action or intervention or third-party liability.
If this Agreement is terminated for any reason outlined in this paragraph, any prepaid rent
will be refunded on a prorata basis.
8. INSURANCE. (a)Tenant will carry during the Term, at its own cost and
expense, the following insurance: (i) "All Risk" property insurance for its property's replacement
cost; (ii) commercial general liability insurance with a minimum limit of liability of $2,000,000
combined single limit for bodily injury or death/property damage arising out of any one occurrence;
and (iii)Workers' Compensation Insurance as required by law.
(b) Tenant will name the Landlord as an additional insured under its commercial
general liability policy. Tenant will require its insurance company to give at least thirty (30) days
prior written notice of termination or cancellation of the policy to the additional insured, except for
termination or cancellation for non-payment of premium, which notice will be ten (10) days.
Tenant will provide proof of insurance to Landlord prior to the commencement of any construction
activities.
(c) Notwithstanding anything in this Agreement, with respect to all loss, damage,
or destruction to the insured party's property (including rental value and business interruption)
occurring during the term of this Agreement, Landlord and Tenant hereby releases and waives all
claims (except for willful misconduct and negligence) against the other party, and each of the
other party's, employees, agents, officers, and directors. Landlord and Tenant will make a
reasonable effort to include in their property insurance policy or policies a waiver of subrogation
provision whereby any such release does not adversely affect such policies or prejudice any right
of the insured party to recover thereunder.
9. INTERFERENCE. (a) Where there are prior existing radio frequency
users on the Landlord's property, the Landlord will provide Tenant with a list of all current radio
frequency user(s) (and their frequencies) on the Property to allow Tenant to evaluate the potential
for interference. Tenant warrants that its use of the Premises will not interfere with existing third
parties on the Premises as long as the current user(s)operate and continue to operate within their
frequencies, and in accordance with all applicable laws and regulations. In addition, if at any time
during this Agreement it is determined that there is identifiable interference between Tenant's
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electronic equipment and any of the Landlord's electronic equipment, Tenant shall be solely
responsible of the timely resolution of all interference concerns that are directly attributable to
Tenant's use, at Tenant's sole expense. This requirement applies to Landlord's electronic
equipment regardless of its location. In the event that Tenant is unable to satisfactorily resolve all
interference concerns within a reasonable period of time, Tenant may be required to terminate all
operations under this Agreement immediately. Failure to cure such interference within a
reasonable period of time shall be deemed a material breach by the interfering party, who shall
upon notice from the other, be responsible of terminating said interference. In the event any such
interference does not cease promptly upon notice, the parties acknowledge that continuing
interference may cause irreparable injury and therefore the injured party shall have the right, in
addition to any other rights that it may have at law or in equity, to bring action to enjoin such
interference or to terminate this Agreement immediately upon written notice.
(b) Landlord will not grant, after the date of this Agreement, a lease, license or
any other right to any third party for use of Landlord's Property, if such use may in any way
adversely affect or interfere with Tenant's Communication Facility. Landlord will notify Tenant and
receive Tenant's written approval prior to granting any third party the right to install and operate
communications equipment on Landlord's Property. Nothing contained herein will restrict Tenant
nor its successors and assigns from installing and modifying its/their communication equipment.
(c) Landlord will not use, nor will Landlord permit its employees, tenants,
licensees, invitees or agents to use, any portion of the Property or any of Landlord's other
properties in any way which interferes with the operations of Tenant or the rights of Tenant under
this Agreement. Landlord will cause such interference to cease upon not more than twenty-four
(24) hour notice from Tenant. In the event any such interference does not cease within the
aforementioned cure period then the parties acknowledge that Tenant will suffer irreparable injury,
and therefore, Tenant will have the right, in addition to any other rights that it may have at law or in
equity, for Landlord's breach of this Agreement, to elect to enjoin such interference or to terminate
the Agreement upon notice to Landlord.
(d) For the purposes of this provision, "interference" may include, but is not
limited to, any other use on the Property or any other use on Landlord's other properties that
causes electronic, physical or obstruction interference with, or degradation of the communications
signals from Tenant's facility. In general, pre-existing facilities expressly excluded, the parties
agree that the physical location of another 800 Mhz to 2500 Mhz communications facility within
one hundred thirty feet (130') of Tenant's facility will most likely cause interference and,
accordingly, Landlord will not allow such future uses within this distance from Tenant's location
without the prior written consent of Tenant. If Tenant notifies Landlord that there is interference,
and if such interference is not cured within ten (10) calendar days, Tenant will have the option to
(i)terminate this Lease by giving Landlord ten (10) days' written notice of its election to terminate,
or (ii) if Tenant elects not to terminate this Lease, Landlord agrees to allow Tenant, in place of
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Landlord, and after Landlord has made a good faith effort to accomplish same, to take any action,
in law or in equity, necessary to cause the interfering lessee or licensee to eliminate such
interference. Tenant acknowledges that its grant does not exclude other communication facilities
on the Property (other than the Premises and a one hundred thirty foot (130') radius from the
Premises) and Tenant agrees to reasonably cooperate with Landlord and other potential
communication facility operators as to their proposed operations not inconsistent with this Lease.
10. INDEMNIFICATION. (a) Tenant agrees to indemnify, defend and hold
Landlord harmless from and against any direct injury, loss, damage or liability (or any claims in
respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court
costs) resulting from the installation, use, maintenance, repair or removal of the Communication
Facility or the breach of any provision of this Agreement, except to the extent attributable to the
negligent or intentional act or omission of Landlord, its employees, agents or independent
contractors.
(b) Landlord agrees to indemnify, defend and hold Tenant harmless from and
against any and all direct injury, loss, damage or liability (or any claims in respect of the
foregoing), costs or expenses (including reasonable attorneys' fees and court costs) arising from
the actions or failure to act of Landlord or its employees or agents, or the breach of any provision
of this Agreement, except to the extent attributable to the negligent or intentional act or omission
of Tenant, its employees, agents or independent contractors.
11. WARRANTIES.(a) Tenant and Landlord each acknowledge and represent that it
is duly organized, validly existing and in good standing and has all rights, power and authority to
enter into this Agreement and bind itself thereto through the party set forth as signatory for the
party below.
(b) Landlord represents and warrants that: Landlord (i) solely owns the Property
as a legal lot in fee simple, or controls the Property by lease or license, unencumbered by any
liens, restrictions, mortgages, covenants, conditions, easements, leases, agreements of record or
not of record, which would adversely affect Tenant's use and enjoyment of the Premises under
this Agreement; (ii) as long as Tenant is not in default then Landlord grants to Tenant sole,
actual, quiet and peaceful use, enjoyment and possession of the Premises; (iii) its execution and
performance of this Agreement will not violate any Laws, ordinances, covenants or the provisions
of any mortgage, lease or other agreement binding on the Landlord.
12. ENVIRONMENTAL. (a) Landlord represents, warrants and agrees that: (i)
the Property and its uses and operations complies, and will comply, with all local, state and
federal statutes or regulations, or ordinances pertaining to the environment or natural resources
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("Environmental Laws"); (ii) the Property has not been used or allowed to be used by Landlord or,
to the best of Landlord's knowledge, by any previous owner, to emit through ground, water or air,
refine, manufacture, generate, produce, store, contain, handle, transfer, process, treat, transport,
or dispose of hazardous substances or hazardous wastes, products or pollutants, including
without limitation asbestos, oil, petroleum products and their by-products, (collectively called
"Hazardous Substance") as defined and regulated under any Environmental Laws; (iii) the
Property has never been the subject of any federal or state Hazardous Substance related list; and
(iv) the Property has never required closure or clean-up of Hazardous Substance. Landlord
warrants and represents that it will be solely liable for the clean-up and removal of Hazardous
Substance and any related activities, including but not limited to the restoration of the Property
related to Hazardous Substances now and in the future existing on the Property except to the
extent generated by Tenant. Landlord will defend, indemnify and hold Tenant harmless from and
against any and all direct liabilities, damages, losses, costs, assessments, penalties, fines,
expenses and fees, including reasonable legal fees, consultant fees and expert witness fees,
related to Landlord's breach of any of the above representations and warranties.
(b) Tenant represents, warrants and agrees to conduct its activities on the
Premises in compliance with all applicable Environmental Laws. Tenant will not use, generate,
release, manufacture, refine, produce, store, or dispose of any Hazardous Substance on, under,
or about the Leased Premises, except for the use of sealed batteries for emergency back-up, any
fire suppression system and small quantities of cleaning products ordinarily used by commercial
businesses. Tenant agrees to defend, indemnify and hold harmless Landlord from and against
any and all direct liabilities, damages, losses, costs, assessments, penalties, fines, expenses and
fees, including reasonable legal fees, that Landlord may suffer due to the existence or discovery
of Hazardous Substance on the Property, or released into the environment that are directly
caused by Tenant's use of the Premises.
(c) The indemnifications of this Paragraph specifically include reasonable costs,
expenses and fees incurred in connection with any investigation of Property conditions or any
clean-up, remedial, removal or restoration work required by any governmental authority. The
provisions of this Paragraph will survive the expiration or termination of this Agreement.
13. ACCESS. Landlord will be permitted access to the Premises: (i) for
emergencies without prior notice to Tenant, so long as Tenant is notified as soon thereafter as
reasonably practicable; and (ii)with reasonable prior notice to Tenant to make necessary repairs;
in all cases provided that Tenant's equipment, technology and proprietary interests remain secure
and the Communication Facility's operation is not adversely affected.
At all times throughout the term of this Agreement, and at no additional charge to Tenant,
Landlord will provide, as further set forth in Exhibit 1, Tenant and its employees, agents, and
subcontractors, with twenty-four hour, seven day vehicular access to and over the Property, from
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an open and improved public road to the Premises, for the installation, maintenance and operation
of the Communication Facility and any utilities serving the Premises. Upon Tenant's request,
Landlord will execute an easement evidencing this right. In the event any public utility is unable to
use the access or easement provided to Tenant then the Landlord hereby agrees to grant an
additional access or easement either to Tenant or to the public utility, for the benefit of Tenant, at
no cost to Tenant.
14. REMOVAL/RESTORATION. All portions of the Communication
Facility brought onto the Property by Tenant will be and remain Tenant's personal property and, at
Tenant's option, may be removed by Tenant at any time during the Term. Landlord covenants and
agrees that no part of the Communication Facility constructed, erected or placed on the Premises
by Tenant will become, or be considered as being affixed to or a part of, the Property, it being the
specific intention of the Landlord that all improvements of every kind and nature constructed,
erected or placed by Tenant on the Premises will be and remain the property of the Tenant and
may be removed by Tenant at any time during the Term. Within one hundred twenty (120) days
of the termination of this Agreement, Tenant will remove all such improvements. Footings,
foundations, and concrete will be removed to a depth of one foot below grade. Tenant will, to the
extent reasonable, restore the Premises to its condition at the commencement of the Agreement,
reasonable wear and tear and loss by casualty or other causes beyond Tenant's control excepted.
Tenant will not be responsible for the replacement of any trees, shrubs, or other vegetation, nor
will Tenant be required to remove from the Premises or the Property any underground utilities.
15. MAINTENANCE ; UTILITIES. (a) Tenant will, at Tenant's expense,
keep and maintain the Premises in good condition, reasonable wear and tear and damage from
the elements excepted. Landlord will maintain and repair the Property and access thereto, in
good and tenantable condition, subject to reasonable wear and tear and damage from the
elements.
(b) Tenant will be solely responsible for and promptly pay all utilities charges for
electricity, telephone service or any other utility used or consumed by Tenant on the Premises.
Landlord will fully cooperate with any utility company requesting an easement over, under and
across the Property in order for the utility company to provide service to the Tenant.
16. DEFAULT AND RIGHT TO CURE. (a) The following will be deemed a
default by Tenant and a breach of this Agreement: (i) non-payment of Rent if such rent remains
unpaid for more than thirty (30) days after receipt of written notice of such failure to pay from
Landlord; or (ii) Tenant's failure to perform any other term or condition under this Agreement
within forty-five (45) days after receipt of written notice from Landlord specifying the failure. No
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such failure, however, will be deemed to exist if Tenant has commenced to cure such default
within such period and provided that such efforts are prosecuted to completion with reasonable
diligence. Delay in curing a default will be excused if due to causes beyond the reasonable
control of Tenant.
(b) The following will be deemed a default by Landlord and a breach of this
Agreement. Landlord's failure to perform any term or condition under this Agreement within forty-
five (45) days after receipt of written notice from Tenant specifying the failure. No such failure,
however, will be deemed to exist if Landlord has commenced to cure the default within such
period and provided such efforts are prosecuted to completion with reasonable diligence. Delay in
curing a default will be excused if due to causes beyond the reasonable control of Landlord.
17. ASSIGNMENT/SUBLEASE. (a) Landlord may assign this Agreement
provided said assignee will assume, recognize and also become responsible to Tenant for, the
performance of all of the terms and conditions to be performed by Landlord under this Agreement.
(b) Tenant may assign or sublet all or any part of the Premises upon prior written
approval by Landlord, said approval not to be unreasonably withheld, and all or any rights,
benefits, liabilities and obligations of this Agreement provided that the assignee or subleasee
assumes, recognizes and also agrees to become responsible to the Landlord for the performance
of all terms and conditions of this Agreement. Upon notification to Landlord by Tenant of any such
action, Tenant will be relieved of all future performance, liabilities and obligations under this
Agreement to the extent of such assignment or sublease.
18. NOTICES. All notices, requests, demands and communications
hereunder will be given by first class certified or registered mail, return receipt requested, or by a
recognized overnight courier, postage prepaid, to be effective when properly sent and received,
refused or returned undelivered. Notice will be addressed to the parties at the addresses set forth
above (as to Tenant, Attn.: System Development Manager; with a copy to AT&T Wireless
Services, 10210 NE Points Drive, Suite 400, Kirkland, Washington, 98083-9742, Attn.: Legal
Department). Either party hereto may change the place for the giving of notice to it by written
notice to the other as provided herein.
19. SEVERABILITY. If any term or condition of this Agreement is found
unenforceable, the remaining terms and conditions will remain binding upon the parties as though
said unenforceable provision were not contained herein. However, if the invalid, illegal or
unenforceable provision materially affects this Agreement then the Agreement may be terminated
by either party on ten (10)days prior written notice to the other party hereto.
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20. TAXES. Tenant will pay all personal property taxes assessed on, or any portion
of such taxes attributable to, the Communication Facility. Tenant, upon presentation of sufficient
and proper documentation, will pay, within thirty (30) days, any increase in real property taxes
levied against the Property (excluding any additional taxes that relate to the period prior to the
Commencement Date, i.e., rollback taxes) which is directly attributable to Tenant's use of the
Property, provided Tenant will be entitled to appeal any such increase payable by it. Landlord
agrees that it will cooperate with an appeal of such taxes and will promptly pay when due all real
estate taxes levied against the Property.
21. CONDEMNATION. In the event Landlord receives notification of any
condemnation proceedings affecting the Property, Landlord will provide notice of the proceeding
to Tenant within forty-eight (48) hours. If a condemning authority takes all of the Property, or a
portion sufficient, in Tenant's sole determination, to render the Premises unsuitable for Tenant,
this Agreement will terminate as of the date the title vests in the condemning authority. The
parties will be entitled to share in the condemnation proceeds in proportion to the values of their
respective interests in the Property, which for Tenant will include, where applicable, the value of
its Communication Facility, moving expenses, prepaid rent, and business dislocation expenses.
Tenant will be entitled to reimbursement for any prepaid Rent.
22. CASUALTY. Landlord will provide notice to Tenant of any casualty
affecting the Property within forty-eight hours of the casualty. If any part of the Communication
Facility or Property is damaged by fire or other casualty so as to render the Premises unsuitable,
in Tenant's sole determination, then Tenant may terminate this Agreement by providing written
notice to the Landlord, which termination will be effective as of the date of such damage or
destruction. Upon such termination, Tenant will be entitled to collect all insurance proceeds
payable to Tenant on account thereof and to be reimbursed for any prepaid Rent.
23. BROKER FEES. Tenant and Landlord each acknowledges and
represents to the other that no broker or other person was used by it in connection with this
transaction. If any claims, actions or proceedings are brought against either party("Indemnitee")
by reason of any broker, finder or other person claiming to have dealt with the other party
("Indemnitor") in connection with this transaction and/or the Premises, then the Indemnitor hereby
agrees to indemnify, hold harmless and defend the Indemnitee from and against all liabilities
arising from such claims, and all reasonable costs and expenses incurred in connection therewith
(including, without limitation, reasonable legal fees and disbursements). The provisions of this
Article will survive the termination of this Agreement.
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24. MISCELLANEOUS.
(a) Amendment; Waiver. This Agreement cannot be amended, modified
or revised unless done in writing and signed by an authorized agent of Landlord and Tenant. No
provision may be waived except in writing signed by the party waiving said right.
(b) Short Form Lease. Either party will, at any time upon fifteen (15) days prior
written notice from the other, execute, acknowledge and deliver to the other a recordable
Memorandum of Lease. Either party may record this memorandum at any time, in its absolute
discretion.
(c) Bind And Benefit. The terms and conditions contained in this Agreement will
run with the Property and inure to the benefit of the parties, their respective heirs, executors,
administrators, successors and assigns.
(d) Entire Agreement. This Agreement and the exhibits attached hereto, all
being a part hereof, constitute the entire agreement of the parties hereto and will supersede all
prior offers, negotiations and agreements.
(e) Governing Law. This Agreement will be governed by the laws of the
state in which the Premises are located, without regard to conflicts of law.
(f) Interpretation. Unless otherwise specified, the following rules of construction
and interpretation apply: (i)captions are for convenience and reference only and in no way define
or limit the construction of the terms and conditions hereof; (ii) use of the term "including" will be
interpreted to mean "including but not limited to"; (iii)whenever a party's consent is required under
this Agreement, except as otherwise stated in the Agreement or as same may be duplicative,
such consent will not be unreasonably withheld, conditioned or delayed; (iv) exhibits are an
integral part of the Agreement and are incorporated by reference into this Agreement; (v) use of
the terms"termination"or"expiration"are interchangeable, and (vi) reference to a default will take
into consideration any applicable notice, grace and cure periods.
(g) Estoppel. Either party will, at any time upon fifteen (15) days prior written
notice from the other, execute, acknowledge and deliver to the other a statement in writing (i)
certifying that this Agreement is unmodified and in full force and effect (or, if modified, stating the
nature of such modification and certifying this Agreement, as so modified, is in full force and
effect) and the date to which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to such party's knowledge, any uncured defaults on the part of
the other party hereunder, or specifying such defaults if any are claimed. Any such statement
may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises.
Failure to deliver such a statement within such time will be conclusive upon the requesting party
that (i) this Agreement is in full force and effect, without modification except as may be properly
represented by the requesting party, (ii) there are no uncured defaults in either party's
performance, and (iii) no more than one month's rent has been paid in advance.
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(h) No Option. The submission of this Agreement for examination or
consideration does not constitute a reservation of or option for the Premises. This Agreement will
become effective as an Agreement only upon the legal execution, acknowledgment and delivery
hereof by Landlord and Tenant.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed this
18th day of March, 1999.
LANDLORD: CITY of TIGARD, a municipal corporation
By
William A. Monahan
Title: Tigard City Manager
TENANT: AT&T WIRELESS SERVICES of OREGON, INC., a Nevada corporation
Dba AT&T Wireless Services
By:
Edwin E. Men eer
Title: System Development Manager
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ACKNOWLEDGEMENTS
STATE of OREGON )
ss:
COUNTY of WASHINGTON )
On this a day of JWI 1999, before me, a Notary Public, personally
appeared William A. Monahan, knowh to me to be the Tigard City Manager of the City of Tigard, a
municipal corporation, the corporation that executed the within and foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of said corporation for
the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year first above written.
OFFICIAL SEAL Notary Public in and for the
CATHERINE WHEATLEY
NOTARY PUBLIC-OREGON State of Oregon
COMMISSION NO.042176 My Commission Expires: ` C)C'1
MY COMMISSION EXPIRES MAY 10,1999
STATE of )
ss:
COUNTY of )
On this I day of 1999, before me, a Notary Public, personally
appeared Edwin E. Menteer, known to tne to be the System Development Manager of AT&T
Wireless Services of Oregon, a Nevada corporation, the corporation that executed the within and
foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and
deed of said corporation for the uses and purposes therein mentioned, and on oath stated that he
was authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year first above written.
Notary Pu I c in and for the
OFFICIAL SEAL State of
KELLEY A.SWENSEN My Commissi6A Expires:
NOTARY PUBLIC-OREGON
COMMISSION N0.061253
MY COMfYI WON EXPIRES FEBRUARY 14,2000
13
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EXHIBIT 1
to that certain Lease Agreement dated March 18, 1999, by and between
the City of Tigard, a municipal corporation, Landlord, and
AT&T Wireless Services of Oregon, a Nevada corporation, dba AT&T Wireless Services, Tenant
Legal description of the Property:
Beginning at the most Easterly corner of that property conveyed to Joseph W. Davis and
described by Deed recorded August 23, 1966, in Book 612, Page 441, Washington County
Records, said point being on the Southerly right of way line of the Oregon Electric Railway Co.;
thence South 40 degrees 07'32" East following said Southerly right of way 115.82 feet to the most
Easterly corner of that property conveyed to James R. McGee and described by deed recorded
January 30, 1973, in Book 907, Page 324, Washington County records; thence South 44 degrees
50'11" West following the Southeasterly line of said McGee property 80.31 feet; thence North 40
degrees 07'32" West 115.84 feet to a point on the Southeasterly line of said Davis property;
thence North 44 degrees 50'11" East following said Southeasterly line 80.31 feet to the point of
beginning.
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EXHIBIT 2
to that certain Lease Agreement dated March 18, 1999, by and between
the City of Tigard, a municipal corporation, Landlord, and
AT&T Wireless Services of Oregon, a Nevada corporation, dba AT&T Wireless Services, Tenant
SITE PLAN
(See next page attached hereto)
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