Extension to the communication site agreement with Weyerhaeuser NR Company BEFORE THE BOARD OF COUNTY COMMISSIONERS
OF LEWIS COUNTY,WASHINGTON
APPROVING AN EXTENSION TO THE COMMUNICATION ) RESOLUTION 19-d41
SITE AGREEMENT BETWEEN WEYERHAEUSER NR COMPANY )
AND LEWIS COUNTY FOR USE OF A RADIO REPEATER SITE )
FOR EMERGENCY COMMUNICATION ON )
BAW FAW PEAK AND AUTHORIZING SIGNATURES THEREON )
WHEREAS, pursuant to the authority of RCW 36 01 10, Lewis County entered into a Communications Site
Agreement with Weyerhaeuser Company for use of a radio repeater site for emergency communication on Baw Faw
Peak which terminated on July 31,2019, and
WHEREAS, Weyerhaeuser NR Company has offered to extend the Agreement for a period of five (5) years, ending
July 31, 2024, for and in consideration of rental payment amounts startmg at $4,000 00 annually, increasing 3%per
year, and ending at$4,502.00 annually,during the term of the supplemental agreement, and
WHEREAS, the radio site remains in use by the County and is an important part of its emergency commumcations
operations, and
WHEREAS, it appears to be in the best public interest to authorize the execution of said supplemental agreement for
Lewis County
NOW THEREFORE, BE IT HEREBY RESOLVED that the supplemental agreement between Weyerhaeuser NR
Company and Lewis County extending the existing Agreement for a radio site on Baw Faw Peak for 5 years, through
July 31 2024, for and in consideration of rental payment amounts starting at $4,000.00 annually, and ending at
$4,502.00 annually, during the term of the supplemental agreement is hereby approved, and the Director of the
Department of Emergency Services is authorized to sign the same
DONE IN OPEN SESSION this 9th day of September 2019
APPROVED AS TO FORM :O• ' 10 OF COUNTY COMMI ONERS
Jonathan L Meyer,Prosecuting Attorney LE , S COUNTY,WASHING ON
I
. III g . 44a. � �
evil Deputy Robert C Jac on,Chair
•• .couNT7••
ATTEST :04 �6R ��`9s • Gary Stam r,Vice Chair
• '! SINCE \ a;
1845 A z:
Rieva Lester,Clerk of the Board ; �' -- Ss\oi �• Edna J Fund,Commissioner
•;1bNS istc.•
3507782 LE
08/21/2019 10 28 16 AM Total Pages' 4 Fees 106 50
Larry E Grove, CPA, Lewis County Auditor, Chehalis, Washington
11111 11111
After recording return document to.
Weyerhaeuser Company
Land Title Dept
220 Occidental Avenue South
Seattle, WA 98104
Document Title Memorandum of Communication Site Lease
Reference No of Related Documents
Lessor. Weyerhaeuser NR Company
Lessee Lewis County 911 Communications
Legal Description S32-T12N-R4W NW1/4NW1/4
Tax Parcel Number 01631100200
MEMORANDUM OF COMMUNICATION SITE LEASE
(BAW FAW PEAK)
This Memorandum of Communication Site ease ("Memorandum") refers to at certain
Communication Site Lease dated thec)tS day of Al , 201 , between
Weyerhaeuser NR Company, (hereinafter called "Weyer aeuser") and Lewis County
911 Communications (hereinafter called"Lessee")
Premises. Weyerhaeuser has granted the right, license and permission to Lessee upon the
terms and conditions of the Communication Site Lease to use the property situated in Lewis
County, Washington and further described on Exhibit A ("Lease Area")
Term. The term of the Communication Site Lease commenced on August 1, 2019 and
shall expire on July 31,2024 (the "Expiration Date")
Purpose. This Memorandum is prepared and recorded for the sole purpose of imparting
constructive notice of said Communication Site Lease during the term for the
Communication Site Lease and in no way modifies the terms of the Communication Site
Lease
Termination Upon the Expiration Date, or sooner by written agreement of the parties,
this Memorandum as recorded against title shall automatically extinguish and be of no
further force and effect.
Questions. Questions regarding this Memorandum shall be addressed to Attention Land
Use Manager_, 505 N. Evans Street , Aberdeen, WA 98520
Page 1 of 4
Dated.a J + Q. O1 Dated.
WEYERHAEUSER NR COMPANY LEWIS COUNTY 911
COMMUNICATIONS
By
KM, anged*.- By •' 1 /
Title 'S f ( V 1 cA_M+cEi Title. IDLVLat-vtaA.
%%%%%%414, Ock:
3 :0 -c L
Si' � m:
STATE OF WASHINGTO'N,V,,
ss)
County of KING )
On this 02 Not day of Aftys-l- 2018, before me personally appeared
�Ci T. Nif��n to me known to be the
SrQ trr \l ice fAre dI of WEYERHAEUSER NR COMPANY, the
corporation that executed the within and foregoing instrument, and acknowledged 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 s/he is authorized to execute said
instrument
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year herein first above written
HIL[ /iii aq ^ 1A 40
:.8 apTARY� _ _ Notary Public in and for the State of
P�gl.o' Z` Washington, residing at .S
o ' My commission expires l0 2
45• • ACT 29 ‘-�`
OFI WAS ‘.
Page 2 of 4
STATE OF ��Q.�/1le�1�k,& )
SS)
County of`
On this at 'C.' day of •f Q before me personally appeared
11, to me know to be the "Cii r /f rry -41I , for
, and that he executed the within and foregoing instrument and
acknowledged the said instrument to be the free and voluntary act and deed of said
company,for the uses and purposes therein set forth,and on oath states that he is authorized
to execute said instrument
GIVEN under my hand and official seal the day and year last above written
(SEAL) 00,1111111/1i, �i
• Notary Public in and for the State of
•pot vPu = L A,Ski rm' , residing at
Comm. XPtl1E5 � __ My commis ion expires r J11
;
AuG 24,209
•
•
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•
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+F OF WAS %%%
Page 3 of 4
EXHIBIT A
LEGAL DESCRIPTION OF LEASE AREA
Building A located at Baw Faw Peak
TOWNSHIP 12 NORTH, RANGE 4 WEST, WILLAMETTE MERIDIAN.
Section 32• NW'/4NW1/4
Page 4 of 4
Communications Site Lease
between
Weyerhaeuser NR Company
and
Lewis County 911 Communications
Dated as of F k a�i Z019
Page 1 of 29
Weyerhaeuser/Lewis County
T2019-130ps
TABLE OF CONTENTS
SECTION#
Recitals (page 1)
Lease Area Encumbrances Other 1
Permitted Uses 2
Term 3
Rents 4
Third Party Use of the Lease Area 5
Taxes, Assessments, and Fees 6
Operating Standards 7
Non-Interference 8
Governmental Permits 9
Assignments 10
Insurance 11
Assumption of Risks, Claims Between the Parties 12
Third-Party Claims, Indemnity 13
Waiver of Landowner's Lien 14
Termination & Surrender 15
Suspension; Termination for Default, Default
and Right to Cure, and Remedies 16
Notices 17
Bankruptcy 18
Other Provisions 19
EXHIBIT LIST
Exhibit A Legal Description—Lease Area
Exhibit B Site Plans
Exhibit C Access Roads
Exhibit D Certificate of Membership
Exhibit E Form of Memorandum of Lease
Page 2 of 29
Weyerhaeuser/Lewis County
T2019-130ps
AMENDED AND RESTATED COMMUNICATIONS SITE
LEASE AGREEMENT
This Amended and Restated Communications Site Lease Agreement (the
"Agreement") is effective as of , 20 (the "Effective Date"),
by and between WEYERHAEUSER NR COMPANY, a Washington corporation
("Weyerhaeuser") and LEWIS COUNTY 911 COMMUNICATIONS, a municipal
corporation ("Lessee") Weyerhaeuser and Lessee are sometimes referred to herein
individually as a "Party", and collectively as, the "Parties"
RECITALS
WHEREAS, a Communications Site Agreement No LSE2065 was entered into
between Weyerhaeuser and Lewis County Emergency Services on August 9, 1991, as
amended by Supplemental Agreement No 1 dated June 20, 1994, as amended by
Supplemental Agreement No 2 dated June 27, 1997, as amended by Supplemental
Agreement No 3 dated June 26, 2000, as amended by Supplemental Agreement No 4
dated September 4, 2003, as amended by Supplemental Agreement No 5 dated August 9,
2006, as amended by Supplemental Agreement No 6 dated October 19, 2009, and as
amended by Supplemental No 7 dated August 1, 2014.
WHEREAS, a Communications Site Agreement No LSE21 14 was entered into
between Weyerhaeuser and Lewis County Communications on September 21, 1990; as
amended by Supplemental Agreement No 1 dated September 9, 1992, as amended by
Supplemental Agreement No 2 dated October 23, 1995, as amended by Supplemental
Agreement No 3 dated September 15, 1998, as amended by Supplemental Agreement No
4 dated September 17,2001,as amended by Supplemental Agreement No 5 dated October
11, 2004, as amended by Supplemental Agreement No 6 dated August 27, 2009, and as
amended by Supplemental No 7 dated July 14, 2014.
WHEREAS, the Parties agree to replace and supersede the agreements with this
current one
AGREEMENT
1 Lease Area, Encumbrances, Access
1 1 Lease Area Weyerhaeuser hereby grants to Lessee the right, license, and
permission to conduct the permitted uses on specific and identified portions of Lewis
County, Washington, as legally described in Exhibit A (the "Lease Area") attached hereto
and made a part hereof by this reference The Lease Area and access thereto lies as shown
on the map and site plans contained in the Site Plans (defined below) attached hereto and
made a part hereof by this reference
Page 3 of 29
Weyerhaeuser/Lewis County
12019-130ps
1.2 Encumbrances This Lease is subject to all prior-existing easements,
licenses, exceptions, and other encumbrances of record and to all unrecorded matters that
a prudent inspection of the Lease Area would disclose Further, this Lease is subject to any
after-recorded encumbrances of record Lessee has made and completed a prudent
inspection of the Lease Area and physical and utility access thereto prior to executing this
Lease, and accepts the Leased Area and utility access as is where is The rights herein
granted to Lessee are limited to those owned by Weyerhaeuser, which makes no
representation or warranty as to its ownership rights in the Lease Area or the interpretation
by any third party of any laws, regulations, or government policies, or the existence or
interpretation of any encumbrances or Indian treaties
1.3 Eminent Domain & Condemnation If any or all of the Lease Area is
taken under powers of eminent domain or threatened with condemnation, Lessee and
Weyerhaeuser shall cooperate to establish the total value of the property taken, but Lessee's
share of any condemnation award or sale price shall not exceed Lessee's unamortized
investments in obtaining governmental permits and constructing improvements thereon,
after straight line depreciation over the Term of this Lease, less any salvage value
recoverable by Lessee
1.4 Recording Prohibited Lessee must not record this Lease in any public
records However, either Lessee or Weyerhaeuser may record a memorandum of lease,
subject to Weyerhaeuser's consent which consent which consent may be withheld for any
or no reason at Weyerhaeuser's sole discretion Permitted recordation shall be at recoding
Party's sole cost expense in the form substantially as shown on the attached Exhibit E of
this Lease If Weyerhaeuser permits Lessee to record a memorandum of lease,within sixty
(60)days following the natural expiration or earlier termination of this Lease, it is Lessee's
absolute duty at its sole cost and expense to reconvey to Weyerhaeuser by quit claim deed
or other instrument acceptable to Weyerhaeuser all of Lessee's rights and interests in the
Lease and the Lease Area
1 5 Access Lessee may use, on a non-exclusive basis, those roads owned by
Weyerhaeuser and Weyerhaeuser's right, in accordance with all terms and conditions of
any such right, to use other private roads or rights-of-way designated on attached Exhibit
C ("Access Roads"), for any purpose allowed under this Lease Lessee must obtain, at its
expense, any other rights-of-way required for its activities under this Lease Lessee must
comply with all easements and permits, and pay any road use and maintenance fees owed
to third parties for Lessee's use Lessee must notify Weyerhaeuser prior to conducting any
snow removal and pay for any damage, including consequential damage(s), caused by its
activities Lessee is responsible for any road construction necessary for its operations
under this Lease Weyerhaeuser must approve the design, construction, modification,
location, and relocation of all existing roads and roads constructed by Lessee on
Weyerhaeuser s land or that of a Weyerhaeuser affiliate in advance of any construction
Weyerhaeuser reserves the right, for itself and its successors, assign, and permittees,at any
time to cross, recross, and use the roads appurtenant to or located on the Lease Area and
shall repair any damage caused by such use Lessee's access shall not interfere with any
of Weyerhaeuser's operations at any time
Page 4 of 29
Weyerhaeuser/Lewis County
T2019 130ps
2 Permitted Uses
2.1 Lessee is granted the exclusive right, except as hereinafter limited, to use
the Lease Area to construct, install, remove, replace, maintain, and operate, at its expense,
a wireless communications site as described in the Site Plans for operating a community
repeater on the following frequencies ("Communications Site") attached hereto and made
a part hereof by this reference
Transmit Receive
Repeater No 1 155 715 MHz 156 000 MHz
Repeater No 2 155 625 MHz 156 030 MHz
The Lease Area may be used for the transmission and reception of communication signals
within or utilizing the frequency bands duly licensed to Lessee or non-licensed bands
permitted for use by Lessee by the Federal Communications Commission ("FCC") from
time to time during the Term
2.2 For purposes of this Lease,the Communications Site is a site at which radio,
telephone, and directly-related communications equipment is installed and used to send
and receive radio signals to and from wireless telephones and other radio devices and to
connect those signals to radio, wireless telephone, or other wireless communications
facilities either directly, by means of cables, or indirectly, by means of transmitting and
receiving facilities (including microwave antennas) located at the Communications Site
Lessee may not use the Lease Area for any other purpose without the prior written consent
of Weyerhaeuser which may be withheld or any or no reason in its sole discretion
3. Term The sole term of this Lease is five (5) years (the "Initial Term"),
commencing ,2019("Commencement Date")and terminating at 11 59 p.m.
local time at the Communications Site on , 2024 ("Termination Date")
3 1 Option to Renew The Initial Term of this Lease shall automatically extend
for up to four (4) consecutive additional terms of five (5) years each (each, a "Renewal
Term"and collectively with the Initial Term,the"Term"),so long as Lessee is not in breach
of any of the terms of this Lease beyond any applicable cure period at the time of such
renewal Lessee may terminate this Lease only by providing written notice of its intent to
terminate no fewer than six (6) months prior to the expiration of the Term. All the terms
and conditions of this Lease shall apply during any Renewal Term Annual Rent payments
shall be in the amounts shown in the Table shown in 4 1 below
3.2 Holdover If Lessee remains in possession of the Lease Area at the
expiration of the Term, or earlier termination of this Lease, or any renewal of this Lease,
without a written agreement, such tenancy shall be deemed a month-to-month tenancy
terminable by either party providing 60 days written notice to the other For the purpose
of this Holdover provision a holdover shall not be deemed to be an Unpermitted Use All
other terms and conditions during holdover shall remain the same except the rental rate
shall, without any additional notice, increase to 150%of the then current Rent and shall be
Page 5 of 29
Weyerhaeuser/Lewis County
T2019-130ps
payable on a monthly basis in advance, beginning sixty (60) days following the earlier of
the expiration of the Term, or immediately upon termination of this Lease
4 Rent
4.1 Payment Amount Lessee shall pay an annual use fee ("Rent") to
Weyerhaeuser on or before the due dates and in the amounts set forth in the table below
Initial Term Due Date Amount Due
August 1, 2019 -July 31, 2020 $4,000
August 1, 2020-July 31, 2021 $4,120
August 1, 2021 -July 31, 2022 $4,244
August 1, 2022 -July 31, 2023 $4,371
August 1, 2023 -July 31, 2024 $4,502
Renewal Term 1 Due Dates Amount Due
August 1, 2024-July 31, 2025 $4,637
August 1, 2025 -July 31, 2026 $4,776
August 1, 2026-July 31, 2027 $4,919
August 1, 2027-July 31, 2028 $5,067
August 1, 2028-July 31, 2029 $5,219
Renewal Term 2 Due Dates Amount Due
August 1, 2029-July 31, 2030 $5,376
August 1, 2030-July 31, 2031 $5,537
August 1, 2031 -July 31, 2032 $5,703
August 1, 2032 -July 31, 2033 $5,874
August 1, 2033 -July 31, 2034 $6,050
Renewal Term 3 Due Dates Amount Due
August 1, 2034 -July 31, 2035 $6,232
August 1, 2035 -July 31, 2036 $6,419
August 1, 2036 -July 31, 2037 $6,611
August 1, 2037 -July 31, 2038 $6,810
August 1, 2038 -July 31, 2039 $7,014
Renewal Term 4 Due Dates Amount Due
August 1, 2039-July 31, 2040 $7,224
August 1, 2040 -July 31, 2041 $7,441
August 1, 2041 -July 31, 2042 $7,664
August 1, 2042 -July 31, 2043 $7,894
Page 6 of 29
Weyerhaeuser/Lewis County
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August 1, 2043 —July 31, 2044 $8,131
4.2 Address for Payments Subsequent to the execution of this Lease by both
parties and payment of the Rent for the first year,all payments from Lessee shall be mailed
to
Weyerhaeuser Company
Hunt Club Lockbox
P 0 Box 203149
Dallas, TX 75320-3149
or another addressee designated by thirty (30) days written notice by Weyerhaeuser to
Lessee.
4.3 Unpermitted Use Prohibited
4.3.1 If Lessee utilizes the Communications Site for a use or in a manner
not specifically permitted by this Lease in Section 2, then Lessee shall disgorge to
Weyerhaeuser all income in all forms, including but not limited to cash payments,
subscriptions, accounts, rents, rent-shares, and the full dollar value of all in-kind services
received by Lessee Lessee agrees to deliver its books and account records to Weyerhaeuser
to allow it to determine the full value of the required disgorgement In addition to the
income disgorgement described in this Section 4 4, the parties hereto agree that
Weyerhaeuser, in its sole election, may declare this Lease to be terminated upon ninety
(90) days written notice to Lessee, with such termination being treated as the natural
expiration of this Agreement with no remaining Terms or Holdover.
4.3.2 For the purposes of this Lease, so long as Lessee is not in default
beyond any applicable cure period, a holdover tenancy, by itself, shall not be considered
an Unpermitted Use Rent for a holdover tenancy shall be governed under Section 3 2
above
5 Third Party Use of the Lease Area Prohibited.
5.1 Lessee is prohibited from subletting, sub-licensing, sub-leasing or in any
other way entering into any type of use agreement that would result in allowing any third
party ("Collocator") any use of the Lease Area without Weyerhaeuser's prior written
permission which may be withheld for any or no reason in Weyerhaeuser's sole discretion
5.2 In the event Weyerhaeuser grants permission to Collocator use, in its sole
discretion, the following provisions shall apply The terms and conditions of such
Collocator use shall be in writing and subject to the terms and conditions of this Lease.
The rates to be charged to such Collocator shall be based on fair market rates based upon
arms-length negotiation between Lessee and respective Collocator Lessee shall pay to
Weyerhaeuser Forty percent(40%) of all gross revenues, including without limitation the
dollar value of any in-kind services, derived by Lessee from any Collocators' use, except
that gross revenues shall not include payments made to Lessee by Collocator as
reimbursement for construction and installation costs relating to Collocators use of the
Page 7 of 29
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Communications Site, paid by Lessee (the "Revenue Share") Within sixty (60) days of
written request, Lessee shall provide to Weyerhaeuser, in a form acceptable to
Weyerhaeuser, an annual Collocator revenue report to disclose gross revenues received by
Lessee in calculating the Revenue Share ("Business Summary Affidavit") The Business
Summary Affidavit shall be signed and notarized by a corporate officer of Lessee Lessee
shall pay to Weyerhaeuser additional rent of one hundred twenty five and 00/100 dollars
($125) per day for each day after the expiration of the foregoing sixty-day response period
said written affidavit is not delivered In the event Lessee fails to deliver the sworn
Business Summary Affidavit within one hundred twenty (120) days after Lessee's receipt
of written request, Lessor may thereafter pursue all other remedies under Section 16 hereof.
5.3 Any agreement permitting any collocation, or any similar document
executed by Lessee not fully complying with this Section 5 shall be void ab initho
6 Taxes, Assessments, and Fees
6.1 Lessee shall pay all taxes on its operations and its interests under this Lease,
including its improvements which are part of the Lease Area, and any government
inspection fees, mitigation payments, or similar charges attributable to Lessee's activities
Lessee also shall reimburse Weyerhaeuser for any increase in its property taxes attributable
to this Lease or to Lessee's operations, including.
6.1 1 Any increase in property taxes beyond what Weyerhaeuser
would have paid for the Lease Area if the lands had remained taxed as they would
have been but for this Lease,
6 1.2 Any governmental assessments for roads or utilities or other
facilities used by Lessee or attributable to its activities under this Lease, and
6.1.3 Any property tax"rollback"attributable to loss of forestland
tax treatment of the tax parcel(s)containing the Lease Area.
6.2 Rent due to Weyerhaeuser shall not be reduced by any taxes paid by or owed
by Lessee Lessee agrees that, if Weyerhaeuser pays any such taxes on behalf of Lessee,
Lessee shall promptly reimburse Weyerhaeuser for such costs plus interest at the statutory
rate permitted by law in the state where the property is located, Provided, however, that
Weyerhaeuser shall submit to Lessee a copy of the actual statements received from the
taxing authority stating the due date and the amount due from Lessee, together with the
formula used to determine Lessee's share thereof
7 Operating Standards
7.1 Compliance with Law Lessee shall comply with all federal, state, and
local current and future laws,regulations,and permit conditions pertaining to its operations
under this Lease. Lessee shall not commit any act or omission, nor shall it allow its
contractors, agents, or other representatives to so act or omit that affects the Lease Area
and is in violation of any law, regulation, or permit condition
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7.2 Site Plan All improvements to the Lease Area must be consistent with a
site plan reviewed and approved by Weyerhaeuser (the "Approved Site Plan"). The
Approved Site Plan shall consist of zoning level plans and drawings at least one hundred
percent complete (sometimes called "ZD-100 drawings"), detailing the location of all
improvements, access,and utilities,which shall be designated as Exhibit B(hereinafter and
hereinabove the "Site Plans") attached hereto and made a part hereof by this reference
Once attached as Exhibit B, the Approved Site Plans may only be substituted, updated,
revised, or removed with Weyerhaeuser's prior written consent, which may be withheld if
inconsistent with any term in this Lease
7.3 Improvements Lessee may, at its expense, make such improvements on
the Lease Area consistent with the Site Plans as it deems necessary for the operation of the
Communications Site Upon termination or expiration of this Lease, Lessee shall remove
its equipment and improvements as required in Section 15 of this Lease
7 4 Access Lessee may use, on a non-exclusive, non-interfering, and
secondary basis to Weyerhaeuser's paramount right of use, those roads owned by
Weyerhaeuser and Weyerhaeuser's right to use other private roads or rights-of-way
designated on the Site Plans for any purpose allowed under this Lease Lessee must obtain,
at its expense, any other rights-of-way required for its activities under this Lease Lessee
must comply with all easements and permits and pay any road use and maintenance fees
owed to third parties for Lessee's use Lessee must notify Weyerhaeuser prior to
conducting any snow removal and pay for any damage caused by its activities Lessee is
responsible for any road construction necessary for its operations under this Lease.
Weyerhaeuser must approve the design, construction, modification, location, and
relocation of all existing roads and roads constructed by Lessee on Weyerhaeuser's land or
that of a Weyerhaeuser affiliate Weyerhaeuser reserves the right, for itself and its
successors, assigns, and permittees, at any time to cross, recross, and use the roads
appurtenant to or located on the Lease Area.
7 5 Utilities During the term hereof, Weyerhaeuser shall provide Lessee with
commercial electrical power supplied by a utility company to operate its equipment
Installed hereunder Weyerhaeuser shall also provide to Lessee standby emergency power
to the limit of Weyerhaeuser's on site capacity Lessee and Weyerhaeuser understand and
agree that the furnishing of electrical power hereunder is solely a matter of convenience
for Lessee and that Weyerhaeuser shall not be liable in any way for any claim for damages
or loss for failure of standby emergency power or for failure of commercial power supplied
by a utility company
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7.6 Maintenance.
7 6 1 Lessee shall maintain the Lease Area free from any waste or debris
created by Lessee In addition, Lessee shall ensure that its buildings and structures located
upon the Lease Area are painted in a manner and color approved by Weyerhaeuser and are
kept free of all forms of vandalism
7.6.2 During the Term of this Lease the Lessee shall prominently post,
maintain in good condition, and update as necessary, its FCC call signs and registration
number(s), if any, as well as the Lessee emergency contact information at the Lease Area
which shall be posted on an exterior surface that is visible from outside the Lease Area
7 7 Hazardous Materials
7.7.1 As used in this Lease, the term "Hazardous Material" means any
material, the generation, handling, storage, disposal, treatment or emission of which is
subject to any Environmental Laws or that is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, noxious, mutagenic or otherwise dangerous,
hazardous or harmful to the health or safety of humans, animals or the environment,
including, without limitation, any of the same as they are now regulated or may be
regulated in the future under any Environmental law Hazardous Material also includes
any material that contains petroleum,gasoline,diesel fuel,or their derivatives, or any other
petroleum hydrocarbon product As used in this Lease the term "Environmental Law"
means any federal, state or local law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award relating to the environment, health, safety or Hazardous
Materials, including without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 U S.0 §9601 et seq ); Emergency Planning
and Community Right-to-Know Act(42 U S C §1101 et seq), Resource Conservation and
Recovery Act (42 U S C §6901 et seq ), Toxic Substances Control Act (1S U S C §2601
et seq ), Hazardous Materials Transportation Act(49 U S C 5101 et seq ),the Clean Water
Act (33 U S C §1251 et seq ), Solid Waste Disposal Act(42 U S C §6901 et seq ), Clean
Air Act (42 U.S C. §7401 et seq.); Safe Drinking Water Act (42 U S C 300f et seq ),
Atomic Energy Act(42 U S C. §§2014, 2021-2021j,2022, 2111,2113, and 2114), Federal
Insecticide Fungicide and Rodenticide Act (7 U S C §136 et seq ), and the Occupational
Safety and I lealth Act (29 U S C. § 651 et seq ) as the same may be amended from time to
time
7 7 2 Lessee shall not cause or permit any Hazardous Material to be
generated, produced, brought upon, used, and/or stored in, on, or about the Lease Area or
the Property by Lessee, its agents, employees, contractors, sublessees or invitees in
violation of any Environmental Law In no event shall Lessee permit any Hazardous
Material to be treated (such treatment includes by way of example and not by limitation
elementary neutralization or evaporation), disposed of, and/or discharged or released in,
on, or about the Lease Area or the Property Except as identified in The Site Plans, Lessee
shall not install or use above-ground storage tanks on the Lease Area In no event shall
Lessee install or use underground storage tanks on the Lease Area
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7.7.3 If Lessee knows or has reasonable cause to believe that a release or
threatened release of a Hazardous Material has occurred, or is likely to occur in, on, under
or about the Lease Area or the Property, Lessee shall immediately provide verbal notice of
such fact to Weyerhaeuser and shall subsequently provide detailed written information to
Weyerhaeuser regarding such release. Lessee shall also immediately provide
Weyerhaeuser with a copy of any statement, report, notice,registration,application,permit
or license, work, remediation,or response plan, notice of claim, undertaking or proceeding
given to, or received from, any governmental authority or private party or persons entering
the Lease Area or the Property in response to said release or threatened release of a
Hazardous Material
7 7 4 Lessee shall indemnify, protect, defend and hold Weyerhaeuser, its
agents,employees,and lenders, if any, and the Lease Area and the Property, harmless from
and against any and all loss of Rents and/or damages, liabilities,judgments, costs, claims,
liens, expenses, penalties, permits and attorney's and consultant's fees arising out of or
involving any Hazardous Material or storage tank brought onto the Lease Area and the
Property by or for Lessee or under Lessee's control Lessee's obligations under this section
shall include, but shall not be limited to, the effects of any contamination or injury to
person, property or the environment created or suffered by Lessee and the cost of
investigation (including consultant's and attorney's fees and testing), removal,
remediation, restoration and/or abatement thereof, or of any contamination therein
involved, and shall survive the expiration or earlier termination of the lease No
termination, cancellation or release agreement entered into by Weyerhaeuser and Lessee
shall release Lessee from its obligations under this Lease with respect to Hazardous
Material
Weyerhaeuser shall indemnify, protect, defend and hold Lessee, its agents,
employees, and lenders, if any, and the Lease Area, harmless from and against any and all
loss of Rents and/or damages excluding exemplary and punitive damages, liabilities,
judgments,costs,claims,liens,expenses,penalties,permits and attorney's and consultant's
fees arising out of or involving any Hazardous Material brought onto the Lease Area by or
for Weyerhaeuser or under Weyerhaeuser's control Weyerhaeuser's obligations under
this section shall include, but shall not be limited to, the effects of any contamination or
injury to person, property or the environment created or suffered by Weyerhaeuser and the
cost of investigation (including consultant's and attorney's fees and testing), removal,
remediation, restoration and/or abatement thereof, or of any contamination therein
involved, and shall survive the expiration or earlier termination of the Lease No
termination, cancellation or release agreement entered into by Weyerhaeuser and Lessee
shall release Weyerhaeuser from its obligations under this Section 7 7 4
7.8 Fire Protection & Suppression Lessee shall comply with all laws and
regulations pertaining to fire protection and suppression, and take reasonable care to
prevent wildfires from igniting on or spreading onto the Lease Area If a wildfire should
occur on or near the Lease Area, Lessee shall immediately notify Weyerhaeuser and
appropriate government agencies and shall make its equipment and Lease Area available
to help suppress or contain the fire In addition to any liability for negligence, Lessee shall
reimburse Weyerhaeuser for all damages (including loss or damage of timber, and fire
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suppression costs) resulting from wildfires caused by Lessee's operations, contractors, or
personnel, even if not attributable to negligence by Lessee or its agents
7.9 Inspection & Access Weyerhaeuser(and its employees, contractors, and
agents)may enter the Lease Area to inspect Lessee's operations,to remove timber,and for
any other purpose consistent with Lessee's rights under this Lease; Provided, however,
that, with the exception of emergencies, Weyerhaeuser shall endeavor to give Lessee
twenty-four (24) hours' notice prior to entering the Lease Area Weyerhaeuser reserves
the right to conduct any and all activities on the Lease Area, Provided, however,that such
activities do not unreasonably interfere with Lessee's operations
7.10 Weyerhaeuser's Right To Use the Lease Area Lessee shall,upon written
request of Weyerhaeuser, make suitable and available tower space available at no cost to
Weyerhaeuser or any of its subsidiaries for limited quantities and types of antenna(s),
transmission lines and related equipment, and make Lease Area space available to
Weyerhaeuser provided that such use will not interfere with Lessee's or permitted
Collocator operations Weyerhaeuser's antenna installation(s)shall be limited to a total of
three (3) antennas (whether panel, omni-directional, or other configuration), each with a
height of no greater than eighteen feet (18') per antenna Weyerhaeuser shall house its
equipment in a separate building, shelter, or enclosure, or equipment pad constructed and
maintained at Weyerhaeuser's sole expense Notwithstanding any other provision herein,
such collocation by Weyerhaeuser shall be deemed a Permitted Use under this Agreement
8. Non-Interference.
8 1 Lessee's facilities shall not disturb the communications configurations,
equipment, frequencies licensed by the FCC, and frequencies used by Weyerhaeuser on
the commencement of this Lease ("Pre-existing Communications")and Lessee's facilities
shall comply with all non-interference rules of the FCC
8.2 Lessee shall not interfere with any other communications site leases or
similar agreements on Weyerhaeuser property or any other's radio communications where
such communications are operated within their respective frequencies and in accordance
with all applicable laws and regulations
8.3 The interfering party will cause such interference to cease within twenty-
four (24) hours after receipt of notice of interference from interfered-with party In the
event any such interference does not cease within the aforementioned cure period then the
parties acknowledge that they will suffer irreparable injury, and therefore, each party will
have the right, in addition to any other rights that it may have at law or in equity, to elect
to enjoin such interference or to terminate this Lease upon notice to the other party
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9. Governmental Permits. Lessee shall use its best efforts in seeking and
maintaining at its own cost and expense all governmental permits needed to conduct its
operations under this Lease Weyerhaeuser shall sign permit applications as
landowner/licensor where compliant with this Lease and required by law Weyerhaeuser
also agrees to reasonably cooperate with Lessee's efforts to obtain all private and public
consents related to Lessee's use of the Communications Site and Lease Area.
Weyerhaeuser shall not be required to accept or execute any government permits that
conditions in any manner Weyerhaeuser's property outside of the Lease Area
10 Assignments
10.1 Lessee may not assign its rights under this Lease without Weyerhaeuser's
prior written consent which consent may be withheld or conditioned if Weyerhaeuser
determines in its reasonable discretion that such assignment by Lessee impairs
Weyerhaeuser's security, interests, or rights in this Lease
10.2 No change of stock ownership, partnership interest or control of Lessee or
transfer upon partnership or corporate dissolution of Lessee shall constitute an assignment
for this Section 10
10.3 Lessee may, with notice to Weyerhaeuser, assign its rights under this Lease
as collateral security to any entity that provides financing for the purchase of the equipment
to be installed at the Lease Area
10.4 Any attempted assignment of this Lease by Lessee without Weyerhaeuser's
prior written permission which may be withheld at Weyerhaeuser's sole discretion shall be
void ab tnitwo and shall constitute a breach of this Lease
10.5 No assignment by Lessee shall act as a novation without Weyerhaeuser's
explicit prior written permission, which may be withheld for any or no reason in
Weyerhaeuser's sole discretion
11. Insurance Lessee is a member of the Washington Counties Risk Pool and shall
remain a member during the Term of this Lease. Weyerhaeuser accepts the Certificate of
Membership in the Washington Counties Risk Pool, as shown and attached on Exhibit D,
naming Lessee as member
12 Assumption of Risks Lessee has inspected the Lease Area to its satisfaction and
accepts the Lease Area as is and where is Weyerhaeuser has made no representations as
to the present or future condition of its property and the Lease Area, the ability of Lessee
to obtain governmental permits, the time or expenses of obtaining governmental permits,
the conditions which might be imposed by government agencies, or any other factor
affecting Lessee's risks and use of the Lease Area
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13 Third-Party Claims, Indemnity
13.1 Lessee shall defend, indemnify, and hold harmless Weyerhaeuser and its
directors,officers,employees,and agents from and against all claims,demands,judgments,
assessments, damages, penalties, fines, costs, liabilities or losses including, without
limitation, sums paid in settlement of claims, attorney's fees, consultant fees, and expert
fees (collectively "claims") arising from any act or omission of Lessee or its successors,
agents, and contractors under this Lease or otherwise arising in connection with activities
on the land of Weyerhaeuser or its affiliates, except claims caused by Weyerhaeuser's
negligence This includes,without limitation,any claims for injury to or death of persons;
damage to property, timber trespass, nuisance, mechanics' and materialmen's liens,
workers' compensation and unemployment taxes, fines and penalties, and claims arising
from the installation, use, maintenance, repair, or removal of the Communications Site
Lessee shall take all steps needed to keep Weyerhaeuser's property free of liens arising
from Lessee's activities,and promptly obtain or bond the release of any such liens that may
be filed
13.2 Weyerhaeuser shall defend, indemnify, and hold harmless Lessee and its
directors,officers,employees,and agents from and against all claims,demands,judgments,
assessments, damages, penalties, fines, costs, liabilities or losses including, without
limitation, sums paid in settlement of claims, attorneys' fees, consultant fees, and expert
fees (collectively "claims") arising from any act or omission of Weyerhaeuser or its
successors, agents, and contractors under this Lease, except claims caused by Lessee's
negligence This includes,without limitation,any claims for injury to or death of persons,
damage to property; timber trespass, nuisance, mechanics' and materialmen's liens,
workers' compensation and unemployment taxes, fines and penalties, environmental
damages, cleanups, and corrective actions, and claims arising from the installation, use,
maintenance, repair, or removal of the Communications Site
14. Relocation
14 1 Lessor shall have the one-time right to require Lessee to relocate Lessee's
equipment and property at Lessee's sole cost and expense to another location on Lessor's
Property (the "Relocation Premises") during Term of this Lease, if•
14 1 1 Such Relocation Premises is equal to or no greater than five percent
(5%) larger than Lessee's then current Premises in size, and
14.1 2 Lessor has provided Lessee a written notice not less than eighteen
(1 S) months prior to the requested date of relocation, with a map and
description of the proposed Relocation Premises
14.2 If necessary to prevent unreasonable disruption in the operation of Lessee'
network in the area served by Lessee's facility at the Premises, Lessee shall designate a
temporary site on Lessor's Property which Lessee and Lessor find suitable to operate a
temporary facility during the process of relocation and Lessee may operate its facility
thereon
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14.3 The Parties and those under their control shall cooperate to carry out the
relocation in an expeditious and efficient manner
14.4 Notwithstanding anything to the contrary stated herein, if Lessor requires
Lessee to relocate and the Parties cannot agree on a mutually-suitable Relocation Premises,
which may be in whole or in part affixed to a new structure provided by Lessor or Lessee,
within six (6) months after Lessor's notice to Lessee, then either Party in their sole
discretion may terminate this Lease upon twelve (12) months' written notice to the other
Party, with such termination being treated as the natural expiration of this Lease with no
additional terms or Holdover
15. Termination and Surrender
15 1 Termination By Lessee. This Lease may be terminated by Lessee only as
provided herein The Lessee's requirement to remove improvements as provided in Section
15 3 shall survive termination of the Lease This Lease may be terminated by Lessee prior
to its natural expiration in the following circumstances
15.1.1 If Lessee is unable to obtain, maintain or reinstate within thirty (30)
days after the cancellation of any easement, license, permit or Governmental Requirement
necessary for the construction or operation of the Equipment in accordance with Lessee's
Permitted Use Lessee must show that at all times it used its best efforts in good faith to
obtain and maintain any Government Requirement if it desires to terminate pursuant to this
Section
15.1.2 Upon payment to Weyerhaeuser of a termination fee, which is not
considered to be Rent,that is equal to the lesser of(a) thirty six (36)months of the Rent or
(b) the remaining number of months of Rent in the current Term at the then current rate at
the time that notice of termination is given Such termination fee must be paid at the time
Lessee notifies Weyerhaeuser of its election to terminate this Lease Upon the termination
date, Lessee shall terminate all radio transmissions from the Lease Area
15 1 3 Upon Lessee's termination in accordance with this Section, Lessee
shall surrender and vacate the Lease Area and deliver possession thereof to Weyerhaeuser
within the time period and in the condition required under this Lease for surrender of the
Lease Area(see Section 15 2) Lessee shall continue to pay the Rent at the current rate until
it actually physically surrenders the Lease Area and delivers possession thereof to
Weyerhaeuser in a manner consistent with Section 15 2
15 1 4 Upon the natural expiration of this Lease, or upon the earlier
termination of this Lease by Lessee or Weyerhaeuser, Lessee shall immediately
discontinue all radio frequency transmissions from the Lease Area.
15.2 Surrender Upon such notice of termination or upon the natural expiration
of this Lease, as directed by Weyerhaeuser in writing, Lessee shall within thirty (30) days
of expiration or termination remove all or such portion of its equipment from the Lease
Area, restore the land to it prelease condition, and surrender the Lease Area to
Weyerhaeuser in as good a condition as the date hereof, normal wear and tear excepted,
and if evidence of this Lease was recorded in the chain of title then Lessee at Lessee's sole
cost and expense shall reconvey all of its rights in the Property to Weyerhaeuser by
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recorded quitclaim deed or other document approved by Weyerhaeuser. Any damage to
Weyerhaeuser's property caused by removal and restoration shall be billed to and paid by
Lessee Pursuant to the terms set forth in this Section, if Weyerhaeuser directs Lessee to
leave any real or personal property,then within thirty (30)days of the expiration or earlier
termination of this Lease, Weyerhaeuser and Lessee shall execute a mutually acceptable
Bill of Sale or other evidence of conveyance of such real or personal property
16. Suspension, Termination for Default, Default and Right to Cure, Remedies
161 Suspension & Termination After providing thirty (30) days written
notice of any default Weyerhaeuser may suspend Lessee's operations under this Lease
immediately Suspension shall continue until the default is remedied Any time after thirty
(30) days from such a suspension notice, if Lessee is still in default, Weyerhaeuser shall
have the option in its sole discretion to terminate Lessee's rights under this Lease
immediately All of Lessee's obligations to Weyerhaeuser and third parties shall survive
the termination of Lessee's rights under this Lease, until such obligations have been
fulfilled Insurance coverages shall be maintained until Lessee has completed all
restoration and any other required work on the Lease Area
16.2 Default and Right to Cure
16.2 1 The following will be deemed default by Lessee and a breach
of this Lease.
16.2.1.1 Non-payment of Rent if such Rent remains unpaid for more
than ten(10)days after receipt of written notice from Weyerhaeuser of such failure to pay,
or
16.2.1.2 if Lessee abandons or vacates the Lease Area for more than
sixty(60) days, or
16.2 1.3 Lessee's failure to perform any other term or condition under
this Lease within thirty (30) days after receipt of written notice from Weyerhaeuser
specifying the failure
16.2 1.4 No such failure pursuant to subsection 16 2 1 3, however,
will be deemed to exist if Lessee has materially 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 completely beyond
the control of Lessee
16.2.2 If Lessee remains in default beyond any applicable cure
period, Weyerhaeuser will have the right to exercise any and all rights and remedies
available to it under law and equity, including the right to cure Lessee's default and to
charge the actual costs of such cure to the Lessee, or upon Weyerhaeuser's written notice
to Lessee to terminate this Lease
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16.2.3 The following will be deemed a default by Weyerhaeuser
and a breach of this Lease Weyerhaeuser's failure to perform any term,condition or breach
of any warranty or covenant under this Lease within thirty(30)days after receipt of written
notice from Lessee specifying the failure No such failure, however,will be deemed to exist
if Weyerhaeuser has materially 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
Weyerhaeuser If Weyerhaeuser remains in default beyond any applicable cure period,
Lessee will have the right to exercise any and all rights available to it under law and equity,
including the right to cure Weyerhaeuser's default and to deduct the actual costs of such
cure from any monies due to Weyerhaeuser from Lessee
16.3 Remedies Weyerhaeuser's rights to suspend and terminate Lessee's rights
under this Lease are in addition to all other available remedies Lessee's remedies shall be
limited to termination of this Lease or the right to cure Weyerhaeuser's default and to
deduct the actual costs of such cure from any monies due to Weyerhaeuser from Lessee
17 Notices With the exception of notices regarding fire suppression and
environmental incidents that must be reported by telephone as soon as possible,any notices
required or desired shall be in writing and delivered personally or by messenger or sent by
U.S certified mail, return receipt requested, postage prepaid and shall be sent to the
respective addressee at the respective address or email address set forth below or to such
other address as the parties may specify in writing
Weyerhaeuser Lessee
Weyerhaeuser Company
Attn Land Use Manager
Re Wireless Site Legal Notice
505 N Evans Street
Aberdeen, WA 98520 Tel.
Tel (360) 537-8222 Fax
Fax (360) 537-8255 _
With a mandatory simultaneously
dispatched copy to
Weyerhaeuser Company
Attn Sr Legal Counsel Attn
RE Wireless Site Legal Notice
220 Occidental Ave South
Seattle, WA 98104
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Notices shall be deemed effective upon receipt when hand delivered to addressee, or, if
mailed, upon receipt or rejection as evidenced by the U.S Postal Service The delivery of
the mandatory copy to legal counsel is an administrative step only and does not constitute
the notice required by this Section 17
18 Bankruptcy
18.1 Weyerhaeuser and the Lessee hereby expressly agree and acknowledge that
it is the intention of both parties that in the event that during the Term including any
Holdover Term of this Lease if Lessee shall become a debtor in any voluntary or involuntary
bankruptcy proceeding (a "Proceeding") under the United States Bankruptcy Code, 11
U S C 101, et seq (the "Code"), this Lease is and shall be treated for all purposes and
considered for all intents as an unexpired lease of nonresidential real property for purposes
of Section 365 of the Code, 11 U S C 365 (as may be amended), and,accordingly, shall be
subject to the provisions of subsections (d)(3) and (d)(4) of said Section 365 (as may be
amended)
18.2 Any person or entity to which this Lease is assigned pursuant to the
provisions of the Bankruptcy Code, 11 USC Sections 101, et seq., shall be deemed without
further act to have assumed all of the obligations of Lessee arising under this Lease both
before and after the date of such assignment Any such assignee shall upon demand execute
and deliver to Weyerhaeuser an instrument confirming such assumption. Any monies or
other considerations payable or otherwise to be delivered in connection with such
assignment shall be paid to Weyerhaeuser,shall be the exclusive property of Weyerhaeuser,
and shall not constitute property of the Lessee or of the estate of Lessee within the meaning
of the Bankruptcy Code Any monies or other considerations constituting Weyerhaeuser's
property under the preceding sentence not paid or delivered to Weyerhaeuser shall be held
in trust for the benefit of Weyerhaeuser and be promptly paid to Weyerhaeuser
19 Other Provisions
19 1 Time Time is of the essence for each and every provision of this Lease
19 2 Late Payments Lessee shall pay interest in the amount of 20% for each
month or part thereof(or the maximum allowed by law, if less) on any late payments
19.3 Qualified To Do Business Each party represents that it is legally qualified
to do business in the state in which the Lease Area is located
19 4 Corporate Authority Each party to this Lease, and each individual
signing on behalf of each party, hereby represents and warrants to the other that it has full
power and authority to enter into this Lease and that its execution, delivery, and
performance of this Lease has been fully authorized and approved, and that no further
corporate approvals or consents are required to bind such party
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19.5 No Agency The parties agree that no agency, partnership, or joint venture
of any kind is intended or shall be created by or under this Lease Neither party is an agent
of the other party nor is either party authorized to obligate the other party
19 6 Successors and Assigns This Lease shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and assigns
19 7 Severability If any provision of this Lease is held to be invalid or
unenforceable,such provision shall not affect or invalidate the remainder of this Lease,and
to this end the provisions of this Lease are declared to be severable If such invalidity
becomes known or apparent to the parties, the parties agree to negotiate promptly in good
faith in an attempt to amend such provision as nearly as possible to be consistent with the
intent of this Lease
19.8 Waiver Failure of either party to insist upon the strict performance of any
of the terms and conditions hereof, or failure to exercise any rights or remedies provided
herein or by law, or to notify the other party in the event of breach, shall not release the
other party of any of its obligations under this Lease, nor shall any purported oral
modification or rescission of this Lease by either party operate as a waiver of any of the
terms hereof No waiver by either party of any breach, default, or violation of any term,
warranty, representation, agreement, covenant, right, condition, or provision hereof shall
constitute waiver of any subsequent breach, default,or violation of the same or other term,
warranty, representation, agreement, covenant, right, condition, or provision
19.9 Survival All representations, warranties, covenants, agreements, and
indemnities set forth in or otherwise made pursuant to this Lease shall survive and remain
in effect following the expiration or termination of this Lease, Provided, however, that
nothing herein is intended to extend the survival beyond any applicable statute of
limitations periods
19.10 Governing Law and Venue. The validity, construction, and performance
of this Lease shall be governed by and construed in accordance with the laws of the State
of Washington, without regard to its conflict of laws rules The parties agree that sole
venue and jurisdiction for any controversy arising out of this Lease shall vest with the
Superior Court within the State of Washington
19 11 Integrated Agreement, Modification This Lease constitutes the entire
agreement and understanding of the parties with respect to the subject matter and
supersedes all prior negotiations and representations There are no representations or
understandings of any kind not set forth herein This Lease may not be modified except in
writing and signed by the parties
19 12 Interpretation Each party acknowledges that it and its legal counsel have
reviewed this Lease The parties agree that the terms and conditions of this Lease shall not
be construed against any party on the basis of such party's drafting, in whole or in part, of
such terms and conditions
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19 13 Further Assurances In addition to the actions specifically mentioned in
this Lease, the parties shall each do whatever may reasonably be necessary to accomplish
the transactions contemplated in this Lease including, without limitation, executing any
additional documents reasonably necessary to effectuate the provisions and purposes of
this Lease
19.14 Broker's Commissions. Each of the parties hereby represents and
warrants to the other that it has not discussed or had any communications concerning the
Lease Area with any real estate agent or broker pertaining to this transaction, and that to
the best of their knowledge no commissions or broker's fees are owed on this transaction
Should any claim for a commission or finder's fee be asserted by any third party as a result
of the act or omission of either party, then the party alleged to have agreed to pay such
commission or fee shall be solely responsible therefore, and shall indemnify, defend, and
hold the other party harmless from any and all loss, damage, liability, cost, or expense,
including, without limitation, attorneys' fees, suffered or incurred by it arising out of or
relating to any claim for real estate commission or fee made by any such real estate agent
or broker
19.15 Confidentiality The terms of this Lease may not be disclosed by Lessee
to persons other than Lessee's parent entity, its legal counsel, or parties confidentially
bound to Lessee (a) without Weyerhaeuser's prior written consent or(b)unless in response
to an order of a court
19 16 Attorneys' Fees Should any legal action or proceeding be commenced by
either party in order to enforce this Lease or any provision hereof, or in connection with
any alleged dispute,breach, default,or misrepresentation in connection with any provision
herein contained,the prevailing party only in a final judgment on the merits may be entitled
to recover its attorneys' fees capped at a maximum of $200 per hour and other costs
incurred in connection with such action or proceeding, including costs of pursuing or
defending any legal action that may be awarded at the discretion of the court With respect
to any provision in this Lease providing for payment or indemnification of attorneys' fees,
such fees shall be deemed to include reasonable fees incurred through any applicable appeal
process
19 17 Exhibits All exhibits referred to herein are deemed to be incorporated in
this Lease in their entirety and for all purposes As between the written terms contained in
this Lease and the exhibits attached hereto, the more detailed and more specific shall be
deeded to control and supersede the less detailed and less specific
19 18 Headings The headings in this Lease are for convenience only and are not
a part of this Lease, nor are they intended to, and shall not be construed to, limit, enlarge,
or affect the scope or intent of this Lease nor the meaning of any provisions hereof
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19 19 Estoppel Each party agrees to furnish to the other such truthful estoppel
information within 30 days as the other may reasonably request Failure of Lessee to
provide a response to Weyerhaeuser's estoppel request within 30 days after Lessee's
receipt of such request shall be treated for all purposes and by all parties as conclusive
proof by Lessee of Weyerhaeuser's full and unconditional compliance with this
Agreement
19.20 Not an Offer The submission of this Lease to any party for examination or
consideration does not constitute an offer,reservation of or option for the Lease Area based
on the terms set forth herein This Lease will become effective as a binding Lease only
upon the handwritten legal execution, acknowledgment and delivery hereof by
Weyerhaeuser and Lessee
19.21 Payment of Sums during Breach The receipt of any sum paid by Lessee
to Weyerhaeuser after a breach of this Lease shall not be deemed a waiver of such breach
unless expressly set forth in writing by Weyerhaeuser
19.22 Duplicate Originals This Lease shall be executed in duplicate originals
Execution of this Lease at different times and places by the parties shall not affect the
validity thereof so long as all the parties hereto execute this Lease
19 23 Signing Order This Lease shall be executed first by Lessee and then
tendered to Weyerhaeuser
Executed and Effective as of the date first above written
WEYERH USER NR COMPANY LESSEE
By 1C (/LGt�COt�— By •
mii a t i Steve Mansfield
Its c5tilke 4E1 , Emergency Management
Lewis County
\\;;;;"‘A,")1,411114,,R ,
_ ‘)1p Ai,cb
i.� ,ck
m; .�
SEAL
*`/,2ooa
gSNING
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EXHIBIT A
LEGAL DESCRIPTION OF LEASE AREA
Building A located at Baw Faw Peak
TOWNSHIP 12 NORTH,RANGE 4 WEST,WILLAMETTE MERIDIAN.
Section 32• NW%NW%
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EXHIBIT B
SITE MAP
BawFaw Building "A"
f— 12'
r
28'
WY LV
WY
Duplex
Lewis Lewis Levis Lewis
911 911 911 911
Comm Comm Comm _ Comm
Page 23 of 29
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A___.--7-------,‘-'7)— , -,, lip if ,, -.- El ctl — \
\_/-17---C.----4--..--- , 141.141W 1 \
1 tir ♦ r,.
■
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~ J
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may_ • t - ! . ''1
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r� T 1 1N R4W
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__ : Access Road Township 12 North Range 4 West
•••• Alternate Route Lewis Co., WA
1 _ 1 Township Line
Weyerhaeuser LT Dept NOVAKM 6/11/2019
Section Line LewisCo_AccessRD mxd
Roads
EXHIBIT D
CERTIFICATE OF MEMBERSHIP IN THE WASHINGTON COUNTIES RISK POOL
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE
CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND EXTEND OR ALTER THE JOINT SELF-INSURANCE
LIABILITY COVERAGE AFFORDED BY THE WASHINGTON COUNTIES RISK POOL
MEMBER COUNTY• Liability Coverage Afforded by the:
Lewis County «ashington Washington Counties Risk Pool
Attn.Wayne Whiton,Risk&Safety Adm 2558 R W Johnson Rd SW Suite 106
315 NW North Street Tumiater WA 98512.6103
Chehalis,WA 98532-1900
Lewis County(the"County")is a member of the Washington Counties Risk Pool(the`Pool"),as authorized by RCW 48.62.031 and
the County is covered by the Pool's Joint Self-Insurance Liability Program The Pool's Joint Self-Insurance Liability Program was
created by interlocal cooperative agreement amongst the Pool's member counties to share risks by"jointly self-insuring"certain third-
party liabilities. The Pool is NOT an insurance company. Claims that are covered under a Memorandum of Liability Coverage
(''MLC")from the Pool and were submitted under Chapter 4.96 RCW("Actions against political subdivisions,municipal and quasi-
municipal corporations")against the County,its employees,officers,volunteers and agents and/or actions in connection with or
incidental to the performance of an agreement/contract which the County and/or its officers,employees or volunteers are found to be
liable for will be paid by the Pool and/or the County
MLC NUMBER- 20182019RISKPOOL-LWCO
MLC EFFECTIVE DATE: October 1 2018
MLC EXPIRATION DATE: October 1,2019
LIMITS OF LIABLITI'EACH OCCURRENCE
RI AND PD COMBINED. $10.000.000
TYPES OF LIABILITY
COVERAGE AFFORDED: General Liability
Including: Bodily Injury
Personal Injury
Property Damage
Errors and Omissions/Professional
Advertising Injury
Automobile Liability
DESCRIPTION OF OPERATIONS/LOCATIONNEHICLE CANCELLATION
SHOULD THE ABOVE DESCRIBED MLC BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF THE ISSUER
Communications Site Lease Agreement WILL ENDEAVOR TO PROVIDE THIRTY(30)DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER,BUT FAILURE TO
MALL SUCH NOTICE SHALL IMPOSE NO OBLIGATION NOR
LIABILITY OF ANY KIND UPON THE ISSUER OR ITS AGENTS
During the MLC Period l0/1/18 1011/19 OR REPRESENTATIVES
CERTIFICATE HOLDER- ISSUE DATE:
May 21,2019
Weyerhaeuser Company
Attn: Land Use Manager pp yS 1e,
Re' Wireless Site Legal Notice i I
505N Evans St
Aberdeen WA 98520
Claims Assistant
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EXHIBIT E
FORM MEMORANDUM OF LEASE
After recording return document to.
Weyerhaeuser Company
Land Title Dept.
220 Occidental Avenue South
Seattle, WA 98104
Document Title Memorandum of Communication Site Lease
Reference No of Related Documents
Lessor. Weyerhaeuser NR Company
Lessee Lewis County Public Utility District No 1
Legal Description S32-T12N-R4W NW' NW'A
Tax Parcel Number. 01631100200
MEMORANDUM OF COMMUNICATION SITE LEASE
(JAW FA W PEAK)
This Memorandum of Communication Site Lease ("Memorandum") refers to that certain
Communication Site Lease dated the day of , 20 , between
Weyerhaeuser NR Company, (hereinafter called "Weyerhaeuser") and Lewis County
Public Utility District No. 1 (hereinafter called "Lessee")
Premises Weyerhaeuser has granted the right, license and permission to Lessee upon the
terms and conditions of the Communication Site Lease to use the property situated in Lewis
County, Washington and further described on Exhibit A ("Lease Area")
Term. The term of the Communication Site Lease commenced on , 2019
and shall expire on , 2024 (the "Expiration Date")
Purpose. This Memorandum is prepared and recorded for the sole purpose of imparting
constructive notice of said Communication Site Lease during the term for the
Communication Site Lease and in no way modifies the terms of the Communication Site
Lease
Termination. Upon the Expiration Date, or sooner by written agreement of the parties,
this Memorandum as recorded against title shall automatically extinguish and be of no
further force and effect
Questions. Questions regarding this Memorandum shall be addressed to Attention
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Dated Dated
WEYERHAEUSER NR COMPANY LEWIS COUNTY PUBLIC
UTILITY DISTRICT NO 1
By By
Title Title
STATE OF WASHINGTON )
ss)
County of KING )
On this day of , 2013, before me personally appeared
, to me known to be the
of WEYERHAEUSER NR COMPANY, the
corporation that executed the within and foregoing instrument, and acknowledged 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 s/he is authorized to execute said
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year herein first above written
(SEAL)
Notary Public in and for the State of
Washington, residing at
My commission expires
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Weyerhaeuser/Lewis County
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STATE OF )
ss)
County of )
On this day of before me personally appeared
, to me known to be the , for
, and that he executed the within and foregoing instrument and
acknowledged the said instrument to be the free and voluntary act and deed of said
company, for the uses and purposes therein set forth, and on oath states that he is
authorized to execute said instrument
GIVEN under my hand and official seal the day and year last above written
(SEAL)
Notary Public in and for the State of
, residing at
My commission expires
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EXHIBIT A
LEGAL DESCRIPTION OF LEASE AREA
Building A located at Baw Faw Peak
TOWNSHIP 12 NORTH, RANGE 4 WEST, WILLAMETTE MERIDIAN.
Section 32: NW'/aNW'A
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BOCC AGENDA ITEM SUMMARY
Resolution BOCC Meeting Date- Sep 09, 2019
Suggested Wording for Agenda Item Agenda Type Consent
Approving an extension to the Communications Site Agreement between Weyerhaeuser NR Company and
Lewis County for use of a radio repeater site for emergency communication on Baw Faw Peak and authorizing
signatures thereon
Contact Steve Mansfield Phone. 3310
Department- DEM
Action Needed. Approve Resolution
Description
The Agreement from Weyerhaeuser Company to Lewis County for use of a radio repeater site for emergency
communication on Baw Faw Peak terminated on July 31, 2019 Weyerhaeuser NR Company has offered to
extend the Agreement for a period of five (5) years, ending July 31, 2024, for rental payment amounts starting at
$4,000 00 annually, and ending at $4,502 00 annually, during the term extension of the supplemental
agreement The radio site remains in use by the County and is an important part of its emergency
communications operations This resolution would approve the extension of the Communications Site
Agreement and authorize the Lewis County Department of Emergency Services director to sign
Approvals:
User Group Status
Mansfield, Steve Pending
Additional Copies
Martin Roy, PW
Greg Snelson PW