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HomeMy WebLinkAboutRes1990-089 . . . Sponsored by: Schaefermever CITY OF SEWARD, ALASKA RESOLUTION NO. 90-089 OF A RESOLUTION OF THE CITY COUNCIL OF THE CITY SEWARD, ALASKA, APPROVING AN EASEMENT AGREEMENT (LEASE) WITH PACIFIC TELECOM CABLE, INC., FOR CONSTRUCTION AND OPERATION OF A FIBER-OPTIC COMMUNICATIONS CABLE THROUGH SEWARD WHEREAS, Pacific Telecom Cable, Inc., has begun construction and will operate a fiber-optic communications cable from Pacific City, Oregon, to Seward, Alaska, and Tokyo, Japan, for the provision of voice, data, facsimile, video and other services to private, common-carrier and governmental users; and WHEREAS, for the reasons set forth in Resolution No. 90-064, the City Council of the city of Seward found an easement including a short-term agreement under SCC Sec. 7.05.410 to be in the public interest; and WHEREAS, the ci ty and Pacific Telecom Cable, Inc., have negotiated a restructuring of the easement approved by Resolution No. 90-064 in order to shift the cost of development risk from the city to Pacific Telecom Cable, Inc.; and WHEREAS, an appraisal of the easement to the property would not be in the public interest because of the immediate need for access and use of the easement rights being granted; and WHEREAS, the formula for calculation of fair market value based upon actual upland lease values and appraised submerged values represents a fair and reasonable method for the calculation of fair market value; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. The Easement Agreement (Lease) attached hereto as Exhibit A is approved and shall be effective thirty (30) days after passage and posting of this resolution. Section 2. In accordance with the provisions of the Easement Agreement (Lease), the City Council approves, pursuant to SCC Sec. 7.05.410, temporary and interim rights to access and possession of the easement area described in the Easement Agreement (Lease) effective immediately upon execution of said Easement Agreement (Lease) . -1- . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 90-089 Section 3. The City Manager of the city of Seward, Alaska, is authorized to execute the Easement Agreement (Lease) on behalf of the city. Section 4. This resolution shall take effect immediately upon its adoption. PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this 13th day of August, 1990. THE CITY OF SEWARD, ALASKA ~+ ~~." " '., ~-~... I . ~H:'~am C. Noll, Mayor AYES: NOES: ABSENT: ABSTAIN: NOLL, BURGESS, DUNHAM, HILTON, MEEHAN, SIEMINSKI, SIMUTIS NONE NONE NONE ATTEST: APPROVED AS TO FORM: Perkins Coie, Attorneys for the city of Seward, Alaska ME 7~N~ Fred B. Arvidson City Attorney (City Seal) -2- . . . EASEMENT AGREEMENT (LEASE) THIS LEASE AGREEMENT is made this I~ day of August, 1990, between the City of Seward, Alaska, a municipal corporation loca- ted in the Kenai Peninsula Borough, State of Alaska ("Grantor"), and Pacific Telecom Cable, Inc., a Delaware Corporation ("Grantee") . RECITALS: A, Grantor is an Alaska Home Rule Municipality and is the owner of real property in the Kenai Peninsula Borough, Alaska, and the City Council of Grantor has authority to grant easements on, under and over Grantor's real property. B. Grantee, International Digital Communications Inc. and Cable & Wireless pIc, intend to construct, lay, operate and maintain a fiber-optic communications cable from Pacific City, Oregon, to Seward, Alaska, and Tokyo, Japan, (the "Cable"), the applications of which will include the provision of voice, data, facsimile, video and other services to private, common carrier and governmental users. C. Grantor is willing to grant such an easement to Grantee on, under and over a certain portion of real property (the "Tidelands Property"), which is described in Exhibit 1, upon the terms hereinafter set forth. AGREEMENTS: NOW THEREFORE, based upon the foregoing premises and in consideration of the mutual promises set forth in this Easement Agreement (the "Agreement"), the parties agree as follows: SECTION 1 GRANT OF EASEMENT ON THE PROPERTY 1,1 Grant of Easement. In consideration of the sum set forth in Section 1.8 hereof, and other good and valuable consideration in hand paid, receipt of which is hereby acknowledged, and in consideration of the performance by Grantee of the covenants, terms and conditions hereinafter set forth, Grantor hereby grants for the term hereof to Grantee a nonexclusive easement (the "Easement") for the purposes of constructing, laying, operating, maintaining, repairing, reconstructing, using and removing the Cable on, under, over and through that portion of the Tidelands Property which is described in Exhibit 2, (the "Easement Area"), together with the right of ingress to and egress across the Tidelands Seward/PacTe1 Lease 08/90 Page 1 Property to the Easement Area for the foregoing purposes and any other purposes described herein, The Easement is granted for the benefit of Grantee, Grantee's successors, mortgagees, beneficiaries under deeds of trust and assigns, and their respective contractors, subcontractors, engineers and other business invitees, agents, licensees, and employees subject to the restrictions and covenants set forth in this Agreement, Within one hundred twenty (120) days from the date of the cable landing, the Grantee, at its sole cost and direction, will have an as-built survey of the Easement Area prepared by a regis- tered land surveyor and the description of the land thus prepared shall be attached to this Easement Agreement as Exhibit 3 and shall be incorporated herein by reference, The survey shall include a calculation of the square footage of the Easement Area. The intent of the parties in providing for an interim description of the Easement Area on Exhibit 2 is to sufficiently identify the Easement Area for purposes of public hearing and approval of the Easement by the City Council of the City of Seward, and further, to enable Grantee to have immediate access to the Tidelands Property for the purposes of site preparation and construction, The parties understand that the Grantee's site preparation and construction activities are not limited to the area described in Exhibit 2, 1.2 Term. The Easement shall commence thirty (30) days after passage and posting of Resolution 90-~ approving this Easement Agreement and shall continue until August 31, 2015, (the "Term"). 1,2,1 Option to Renew, Grantee shall have the right to extend the initial term of this agreement for two additional five year periods; provided, that: a) Grantee exercises any applicable option to renew at least one hundred eighty (180) days prior to the expiration of the current term, b) Grantee is not in default in any term or condition of this agreement, and c) Grantee shall exercise its options to renew by sending written notice thereof in accordance with Section 3.19 of this agreement. 1.2,2 Immediate Possession, Immediately after adoption of Resolution 90-~ and execution of this Easement Agreement, Grantee shall be entitled to interim access to the Tidelands Property for purposes of site preparation and construction and, in connection therewith, may Seward/PacTe1 Lease 08/90 Page 2 . . . remove from the Tidelands Property any grasses, shrubs, brush, trees, gravel, rock, sand, silt, driftwood, and other vegetation, material or debris as may be necessary, convenient or expedient to accomplishing such purposes; provided, however, that the Grantee shall at all times comply with all applicable federal, state and municipal laws, regulations, ordinances, rules and requirements. Insofar as such activities take place prior to the commencement of the term hereof, this Easement Agreement shall be considered a short-term lease of access to the Tidelands Property pursuant to Section 7.05.410 of the Seward Code. The parties understand and Grantee is specifically taking the risk that under the Charter and Ordinance provisions for the City of Seward, this Easement Agreement may be voided by a referendum vote of the people, and that the grant to Grantee of rights hereunder prior to the passage of thirty (30) days from the date of approval of this Easement Agreement by the City Council for the City of Seward shall in no way affect or reduce the rights of the voters to reject this Easement Agreement, in which case Grantee shall not be entitled to any damages, or any other recovery against Grantor. Permitting Grantee to occupy the Tidelands Property in advance of the lapse of thirty (30) days is for the convenience of Grantee only and should not be construed as granting any interest in the Tidelands Property should this Agreement be defeated in a referendum election. Notwithstanding the foregoing, Grantee may terminate this Agreement at any time by written notice to Grantor, and if Grantee does not use the Cable for a period of five (5) consecu- tive years, then Grantor may terminate this Agreement by written notice to Grantee provided that Grantee has not resumed use of the Cable prior to or at the time of such notice. 1,3 Costs of Construction and Maintenance. Grantee shall bear all costs and expenses related to the installation, operation and maintenance of the Cable, 1.4 Coordination of Activities. Except as provided for in this Section 1,4, Grantee shall provide Grantor at least five (5) days' prior written notice of its intent to enter upon the Tidelands Property and Easement Area to commence any construction, laying, removing, repairing or replacing of the Cable, In the event of an emergency (including, without limitation, periods during which the cable is out of service) Grantee may immediately act to enter upon the Tidelands Property and Easement Area to take all necessary and reasonable steps to address the emergency, 1.5 Access by Grantor Durinq Construction, Grantee shall allow Grantor to make reasonable inspec- tions of Grantee's construction, laying, removal, repairing, or Seward/PacTe1 Lease 08/90 Page 3 replacing of the Cable for the purposes of ensuring compliance with the terms of this Agreement. 1,6 Grantee's Use and Activities, During the Term, Grantee shall have the right of ingress to and egress across the Tidelands Property to the Easement Area for the purposes described in Section 1.1 and any other purposes described herein and in connection therewith may remove from the Easement Area any grasses, shrubs, brush, trees, gravel, rock, sand, silt, driftwood, and other vegetation, material or debris as may be necessary, convenient or expedient to accomplishing such purposes; provided, however, that the Grantee shall at all times use the Easement in conformity with all applicable federal, state, and municipal laws, regulations, ordinances, rules and requirements. Grantee shall exercise its rights under this Agreement so as to minimize and avoid, if reasonably possible, unreasonable interference with Grantor's use of the Tidelands Property. 1.7 Use of the Easement Area by Grantor and Third Parties. During the Term, Grantor shall not grant any easement, enter into any lease, or otherwise provide any third party with any right to occupy, use, possess or otherwise enjoy all or any portion of the Easement Area if the exercise of any such right might interfere in any manner with the rights and privileges granted to Grantee in this Agreement, including its operation or maintenance of the Cable. Without limiting the generality of the foregoing, in no event shall Grantor or any third party excavate any portion of the Easement Area or construct or maintain any building or structure on any portion of the Easement Area except with prior permission of Grantee which shall not be unreasonably withheld. Notwithstanding the foregoing, neither this Agreement nor the Easement granted hereby shall afford Grantee the right to interfere with the public's right to navigate and otherwise use the navigable waters of the State of Alaska contained within the Easement Area except to the extent necessary for Grantee to realize the purposes of the Easement described in Section 1.1 and any other purposes described herein. Grantee shall use its commercially reasonable best efforts to minimize any interference with such rights of the public in such navigable waters. In the event Grantor desires to construct facilities on or in the vicinity of the Easement Area described in Exhibit 3 hereto, and the location or existence of the cable substantially interferes with such proposed facilities or construction thereof, or makes such construction or facilities substantially more expensive, Grantee shall have the obligation to either, in Grantee's sole discretion, (a) relocate, protect or modify the cable so as to eliminate such interference or expense, or (b) reimburse Grantor for its added costs of design, construction, Seward/PacTel Lease 08/90 Page 4 . . . installation and/or acquisition of other property, but only upon the following conditions: (i) Grantor shall have given Grantee advance written notice of its intention to undertake any such construction, together with preliminary plans and specifications for such work, identifying the potential conflict and all design information relating thereto. (ii) Grantor shall cooperate with Grantee in developing and considering various alternative designs for Grantor's facilities and shall supply all Grantor's design data necessary therefor, and shall take all reasonable actions to avoid interference with the cable or Grantee's access to or use of the Easement Area, (iii) Grantor shall provide Grantee with such additional information as is available with respect to the construction and operation of its proposed facilities to enable Grantee to determine the feasibility of any alteration and/or relocation of the cable or Grantor's proposed facilities to avoid or diminish the conflict between such facilities, (iv) Grantor shall amend this Agreement with respect to the Easement Area described in Exhibit 3 and shall provide Grantee with such temporary rights on its property as are required to accommodate any alteration and/or relocation of the cable on Grantor's property so as to enable Grantee to avoid or diminish the risk of damage or destruction to, and interference with the operation and maintenance of the cable; provided, however, that such alteration and/or relocation shall be cor,istent with Grantor's own use and development of its property and shall be subject to Grantor's prior written approval of the plans and specifications thereof, Grantee shall give written notice to Grantor within two (2) months of Grantor's giving to Grantee the notice specified in condition (ii) above of this paragraph 1.7, by which notice Grantee will elect to (a) relocate, protect and modify the cable, or (b) reimburse Grantor for its said added costs. If Grantee elects to relocate, protect or modify the cable, it shall commence work promptly and diligently prosecute such work to completion prior to the scheduled date of commencement of Grantor's construction, If Grantee elects to pay Grantor's added costs, Grantee shall give Grantor satisfactory assurance of payment of such costs at the time such notice of election is given, Grantor's added costs reimbursable under this paragraph shall be only those direct and actual reasonable costs necessarily incurred by reason of the location or existence of the cable, Seward/PacTe1 Lease 08/90 Page 5 1.8 Rent, 1.8,1 Initial Rental Rate. During the first five (5) years of this lease the annual rental rate shall be $8,000. The rent shall be payable annually in advance on or before Septem- ber 30 of each year. The anniversary date shall be September 30. The parties understand that the initial rental rate may not be fair market value, and that the rental for the initial five (5) year period of the lease is in consideration for Grantee commitments to construct facilities on the leased land and operate them, The values determined in Subsection 1.8 of this Ease- ment Agreement, together with Grantor's actual expenses incurred in negotiating and approving this Easement Agreement (including publication, advertising, staff and legal costs) shall be the full consideration to be paid. Grantor shall submit a schedule of Grantor's actual expenses to Grantee by November 30, 1990, This consideration shall be paid by December 31, 1990. 1.8.2 Rental Adjustments, Not more than ninety (90) days before the fifth anniversary of this agreement, and once each five years thereafter, the annual rental due and payable shall be adjusted to the fair market rental value at the highest and best use of the Easement Area, exclusive of improvements placed thereon by Grantee but INCLUSIVE of all improvements made by Grantor (including any made before this agreement or subsequent), The annual rent shall be at the fair market value at the highest and best use of the Easement Area, without consideration to Grantee's intended or actual use unless that use is coincidentally the highest and best use of the Easement Area. 1,8,3 Appraisal, Not less than ninety (90) days before the fifth anniversary date of this agreement and once every five (5) years thereafter throughout the entire term of this agreement including extensions, the Grantor, at its own expense shall employ an independent MAI certified appraiser to determine the fair market value rental of the Easement Area exclusive of Grantee's improvements but inclusive of any improvements made by Grantor at the highest and best use of the leased land and without consideration to Grantee's intended use of the land unless that use is coincidentally the highest and best use of the land. Within forty-five (45) days after any such appraisal, Grantor shall provide Grantee a copy of the MAI certified appraiser's written appraisal report, If Grantee does not object to that appraisal, the stated rental rate shall apply for the next succeeding five (5) year period. If Grantee does object to the appraised rental rate, it shall give Grantor written notice of objection before the date Seward/PacTe1 Lease 08/90 Page 6 . . . when the new rental rate is to be effective. Grantee shall then engage a second independent MAl certified appraiser at its expense to make a second appraisal of the fair rental value of the Easement Area. Grantee shall furnish Grantor a copy of the second appraisal report. If the second appraisal reflects a fair market value rental which varies from the first appraisal by no more than ten percent (lO%), then the new rental rate shall be the average of the first and second appraisal reports. If the second appraisal reflects a fair market value rental which varies from the first appraisal by more than ten percent (lO%), then, unless Grantor and Grantee agree on a rate among themselves, the new rental rate shall be determined in accordance with the arbitration provisions contained in Section 3,4. Grantee's Objection to the rental rate ~nd engagement of a second appraiser shall not postpone Grantee's obligation to pay the annual rental as described in Grantor's notice of rental rate based on the first appraisal. Grantee shall deposit into a separate trust account the amount of rental rate as fixed by the first appraisal until the question of rental adjustment is finally resolved. SECTION 2 TERMINATION 2,1 Termination for Breach. Grantor shall have the right to terminate the Easement for noncompliance with the easement conditions or any lawful requirement imposed by a regulatory ~gency of this state which is applicable to the Easement. Grantor shall not be entitled to terminate this Easement for noncompliance of easement conditions or any requirement until such time as Grantee has had an opportunity to cure the alleged violation as provided for in this Section 2,1. Notice of any alleged violation shall be provided to Grantee by certified mail, return receipt requested, stating in reasonable detail the nature of the alleged violation. Grantee shall have forty-five (45) days from the date of receipt of the notice within which to address and correct the alleged violation, unless a cure cannot be effected within forty-five (45) days despite the exercise of reasonable diligence, in which case Grantee shall have such additional time to effect a cure as may reasonably be required, so long as curative action is commenced within such forty-five (45) day period and pursued with reasonable diligence thereafter, If Grantee fails to cure the alleged violation within the required time, Grantor may terminate this Easement upon written notice to Grantee, Seward/PacTe1 Lease 08/90 Page 7 2.2 Rele~se of Ob1iqations on Termination. No termination of this Agreement shall release Grantee from any liability or obligation with respect to any matter occurring prior to such termination but, in the event Grantee or any other party removes the Cable, Grantee shall be released from any liability or obligation arising after removal. 2.3 Removal of Cable on Termination. Upon any termination of this Agreement, Grantee shall leave the Cable in place, unless the parties to this Agreem0~t agree to remove the Cable from the Easement Area, Such rem,: "a1 shall be done at the sole cost and expense of Grantee and in a manner reasonably satisfactory to Grantor, SECTION 3 GENERAL PROVISIONS 3.1 Compliance with Laws and Rules, Grantee shall at all times exercise its rights herein in accordance with all applicable federal, state, borough or municipal laws, ordinances, rules and regulations. 3.2 Liability; Indemnification, Under no circumstances shall Grantor be liable to Grantee for any loss or damage arising out of use of the Easement Area by Grantee. Grantee hereby indemnifies and holds harmless Grantor from and against any and all claims of third persons, losses, or liabilities (including attorneys' fees) arising from the use of the Easement Area by Grantee except to the extent such claims, losses or liabilities are caused by the negligence or intentional torts of Grantor, 3.3 Bindinq Effect, Transferability. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, Grantee may assign its rights under this Agreement, including its interest in and to the Easement, at any time during the Term to an affiliate, parent, or subsidiary of Grantee, or to the successor corporation in a merger or consolidation involving Grantee or to an entity acquiring all or substantially all of Grantee's assets. Grantee may not assign such rights to any other third party without the prior written consent of Grantor, which consent shall not be unreasonably withheld. Upon Grantee's assignment of its rights under this Agreement, and the Assignee's written assumption of all of Grantee's obligations under this Agreement, then Grantee shall be relieved from any further obligation or liability under this Agreement, including any further liability under Section 2,2. Seward/PacTel Lease 08/90 Page 8 . . . 3.4 Arbitration. Any dispute between Grantor and Grantee with respect to any provision of this agreement or the rights and obligations of the parties hereunder shall be decided by arbitration, in accordance with the provisions of this paragraph. a) Consent Panel, The party desiring arbitration of a dispute shall give written notice to that effect to the other party specifying in such notice the name and address of a person to serve as an arbitrator on its behalf. Within fifteen (15) days after receipt of such notice the other party shall give written notice to the first party specifying the name and address of a person designated to serve as an arbitrator on its behalf. If neither party has objected to the other's designation within fifteen (15) days of the notice by the second party of its representative of an arbitrator, then the two chosen arbitrators (called the "consent panel") shall select a third person agreeable to both to become the third member of the consent panel, The consent panel may utilize informal techniques and hold informal hearing without reference or adherence to the rules or procedures of the American Arbitration Association. Promptly and within thirty (30) days of concluding any proceeding the consent panel shall render its written decision. It is the intent of this subparagraph to provide for a speedy and inexpensive resolution of disputes provided the parties agree to such a procedure. b) Formal Arbitration. If either party objects, within fifteen (15) days of the second party's designation of an arbitrator to the other's choice of an arbitrator pursuant to paragraph (a) above, or the first party initially decides not to use the consent panel procedure, then the matter shall be promptly referred to the American Arbitration Association in accordance with the then existing rules of the American Arbitration Association. c) Arbitration Awards, Any award by either a consent panel or as a result or proceedings before a panel pursuant to the rules of the American Arbitration Association shall be enforceable in accordance with Alaska Statutes, Any award shall include an award of costs, interest and attorney fees. 3,5 Insurance. During the course of any of Grantee's construction, laying, removing, repairing, or replacing of the Cable in the Easement Area, and prior to commencement thereof, Grantee shall submit to Grantor certificates of insurance evidencing that Grantee has obtained commercial general liability coverage Seward/PacTel Lease 08/90 Page 9 (including broad form contractual liability coverage) reasonably satisfactory to Grantor with limits no less than the following: Bodily Injury Liability $2,000,000 each occurrence and $2,000,000 in the aggregate $2,000,000 each occurrence and $2,000,000 in the aggregate Property Damage Liability In the alternative, Grantee may submit to Grantor evidence that the Grantee has self-insurance at a level and in a form reasonably comparable to the above commercial general liability coverage, 3,6 Taxes. Grantee shall promptly payor reimburse Grantor for any taxes levied on Grantor as a result of this Agreement or relating to Grantee's improvements installed pursuant to this Agreement. 3.7 Title. The rights granted herein are subject to permits, leases, licenses and easements of record, if any, heretofore granted by Grantor affecting the property subject to this Agreement. 3,8 Recordinq, This Agreement shall be recorded in the real estate records of Kenai peninsula Borough, Alaska. 3,9 Remedies. In the event a party (or such party's successors or assigns) fails to perform its obligations under this Agreement, then the other party shall be entitled to require specific performance of such obligation, to obtain appropriate injunctive relief, to cure the default of such obligation and recover the costs thereof from the party breaching such obligation, or to pursue any other remedy available at law or in equity, 3.10 Attorneys' Fees, In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such amount as the court may adjudge reasonable as attorneys' or paralegal fees at trial or on any appeal, in addition to all other amounts provided by law. Seward/PacTe1 Lease 08/90 Page 10 . . . 3.11 Authority. Each party warrants that the person executing this Agreement on its behalf is authorized to execute this Agreement and to bind such party hereunder, and each party further warrants that no other person must execute this Agreement on such party's behalf in order to make it binding on such party, 3,12 Amendment. This Agreement may not be modified or amended except by written agreement of the parties, No modification or amendment or attempted waiver of any provision of this Agreement shall be binding unless in writing and signed by the party to be bound, This Agreement may not be modified or amended orally, 3,13 Severability. If any term or provlslon of this Agreement or the appli- cation thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Agreement and the application of such term or provision to persons or circum- stances other than those as to which it is held invalid or unen- forceable shall not be affected thereby, and each term or provi- sion of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 3,14 Waiver, Failure of either party at any time to require perfor- mance of any provision of this Agreement shall not limit such party's right to enforce such provision, nor shall any waiver of any breach of any provision of this Agreement constitute a waiver of any succeeding breach of such provision or a waiver of such provision itself, 3,15 Inteqration, This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements between them with respect to such subject matter including, but not limited to that certain Easement Agreement (Quitclaim) approved by Resolution 90-064 of the City Council of the City of Seward. 3,16 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original but all of which shall constitute one and the same agreement, Seward/PacTe1 Lease 08/90 Page 11 3.17 Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays and legal holidays recognized in the State of Alaska, except that if the last day of any such period falls on any Saturday, Sunday or such a holiday, then the period shall be extended to include the next day which is not a Saturday, Sunday or legal holiday. 3.18 Captions and Headinqs, The captions and headings of this Agreement are for convenience only and shall not be construed or referred to in resolving questions of interpretation or construction, 3.19 Incorporation of Recitals, The recitals to this Agreement are hereby incorporated into this Agreement. 3.20 Notices, Notices required to be in writing under this Agreement shall be given as follows: If to Grantor: City Manager City of Seward P. 0, Box 167 Seward, Alaska 99664 Pacific Telecom Cable, Inc. ATTENTION: Vice President, Engineering and Operations 805 Broadway p, 0, Box 9901 Vancouver, Washington 98668-8701 Notices shall be deemed effective, if mailed, upon the fifth day following deposit thereof in the United States mail, postage prepaid, certified or registered mail, return receipt requested, or upon delivery thereof if otherwise given, Either party may change the address to which notices may be given by giving notice as above provided, If to Grantee: GRANTOR: City of Seward Dated: By: Darryl Schaefermeyer City Manager Seward/PacTe1 Lease 08/90 Page 12 . . . GRANTEE: Pacific Telecom Cable, Inc. Dated: By: t:;~ L.v,W~ Its Vice President ATTEST: APPROVED AS TO FORM: PERKINS COlE Attorneys for City of Seward 7M (l/ ~ Fred B. Arvidson City Clerk STATE OF WASHINGTON ) ) ss. ) COUNTY OF CLARK ~IS IS TO CERTIFY that on this /c;JCh..- day of , 1990, before me, the undersigned Notary Public in and or the State of Washington, duly commissioned and sworn as such, personally appeared DAVID W. WALKER, Vice President, Pacific Telecom Cable, Inc., known to me and to me known to be the individual named in and who executed the foregoing instrument, and he acknowledged to me that he did sign and seal the same as his voluntary act and deed for the uses and purposes therein mentioned. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first hereinabove written. Seward/PacTel Lease 080790 Page 13