CC - Item 8C - Second Amendment to Licese Agreement for AT&T Cellular Site at Rosemead ParkROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: JEFF ALLRED, CITY MANAGE R4 /#
DATE: January 24, 2012
SUBJECT: SECOND AMENDMENT TO LICENSE AGREEMENT FOR AT &T
CELLULAR SITE AT ROSEMEAD PARK
SUMMARY
On December 15, 1989, the City of Rosemead entered into a Ground Lease with LA
Cellular for space at 9101 East Mission Drive (adjacent to the Public Services
maintenance yard at Rosemead Park) to construct and maintain a cellular site. That
lease has been amended six times since its original form and ownership of the site
transferred twice. AT &T currently holds the lease, which is set to expire at the end of
September 2012. AT &T has proposed an extension of the lease for a term of five years
with an option for an additional two (2) five -year terms with increases of 15% in rental
fees at the beginning of each five -year term (2012, 2017, 2022). AT &T currently pays
$2,168.38. With City Council approval of an extension, the monthly rent will increase to
$2,493.67 effective October 1, 2012.
Recommendation:
That the City Council authorize the City Marager to enter into Second Amendment to
License Agreement, in a form approved by the City Attorney, with AT &T for an initial
term of five years to commence on October 1, 2012 with options for two additional five
year terms effective 2017 and 2022.
FINANCIAL IMPACT
Authorization of the agreement will result in an additional $19,517.40 in revenue for the
first term and further increases for subsequent approved terms.
MM NO.
Market: I.os Aneeles
Cell Site Number C 14
Cell Site Name: Rosemead
Pi,ced Asset Number: 10085836
SECOND AMENDMENT TO LICENSE AGREEMENT
THIS SECOND AMENDMENT TO LICENSE AGREEMENT ( "Amendment "), dated as of the latter of
the signature dates below, is by and between The City of Rosemead, a municipal corporation, having a mailing
address of 8838 East Valley Blvd., Rosemead, CA 91770 (originally referred as "Landlord ", hereinafter referred as
"Licensor ") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address
of 12555 Cingular Way, Suite 1300, Alpharetta, GA 30004 (originally referred as "Tenant ", hereinafter referred as
"Licensee ").
WHEREAS, Licensor and Licensee entered into a Ground Lease dated December 15, 1989 ( "Ground
Lease "), of which an Addendum to Ground Lease dated December 15, 1989, a Second Addendum to Ground Lease
dated December 15, 1994, a Third Addendum to Ground Lease dated December 15, 1999, a Fourth Addendum to
Ground Lease dated June 15, 2001, which was later terminated on September 24, 2002, and a Fifth Addendum to
Ground Lease dated December 15, 2004, were incorporated as part of the Ground Lease. The Ground Lease was
amended by that certain First Amendment to Ground Lease dated September 4, 2007, whereby Licensor leased to
Licensee certain Premises, therein described, that are a portion of the Property located at 9101 East Mission,
Rosemead, CA 91770 (originally referred collectively as the "Lease ", hereinafter referred collectively as the
"License Agreement "); and
WHEREAS, Licensor and Licensee desire to amend the License Agreement to extend the term of the
License Agreement; and
WHEREAS, Licensor and Licensee desire to adjust the rent in conjunction with the modifications to the
License Agreement contained herein; and
WHEREAS, Licensor and Licensee desire to amend the License Agreement to modify the notice section
thereof; and
WHEREAS, Licensor and Licensee desire to amend the License Agreement to permit Licensee to add,
modify and /or replace equipment in order to be in compliance with any current or future federal, state or local
mandated application, including but not limited to emergency 911 communication services; and
WHEREAS, Licensor and Licensee, in their mutual interest, wish to amend the License Agreement as set
forth below accordingly.
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows:
L Extension of Term. The Term of the License Agreement shall be extended to provide that the License
Agreement has a new initial term of five (5) years commencing on October I, 2012 ( "Commencement Date ").
Licensee shall have the right to extend the Term of this License Agreement for two (2) additional terms of five (5)
years each (each an "Additional Term "). The terms and conditions for each Additional Term shall be the same
terms and conditions as in this License Agreement, except that the Rent shall be increased as set forth herein below.
This License Agreement shall automatically be extended for each successive five (5) year Additional Term unless
Licensee notifies Licensor in writing of Licensee's intention not to extend this License Agreement at least sixty (60)
days prior to the expiration of the first Term or any Additional Term. The New Initial Term, the Additional Term are
collectively referred to as the Term ( "Term ").
2. Rent. Section 5. of the Ground Lease is hereby deleted in its entirety and replaced with the following:
3 -2010 Amendment
MODIFICATION OF RENT. Commencing on the Commencement Date, the Rent payable under the
License Agreement shall be $2,493.67 per month, and shall continue during the Term, subject to
adjustment, if any, as provided below. Licensee shall pay Rent to Licensor in advance on or before the fifth
(5' ) day of each month during the Term.
FUTURE RENT INCREASES /MONTHLY PAYMENTS. In year one (1) of each Additional Term, the
monthly Rent shall be increase by fifteen percent (15 %) over the Rent paid during the previous Term or
Additional Term.
3. Notices. Section 30 of the Ground Lease is hereby deleted in its entirety and replaced with the following:
NOTICES All notices, requests, demands and communications hereunder will be given by first class certified or
registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be
effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties
as follows.
If to LICENSOR: City of Rosemead
Attn: City Manager
8838 East Valley Blvd
Ref: Maintenance Yard
Rosemead, CA 91770
Ifto LICENSEE: New Cingular Wireless PCS, LLC
Attn: Network Real Estate Administration
Re: Cell Site # C 144
Cell Site Name: Rosemead
Fixed Asset #: 10085836
12555 Cingular Way, Suite 1300
Alpharetta, GA 30004
With copy to: New Cingular Wireless PCS, LLC
Attn: Legal Department
Re: Cell Site # C 144
Cell Site Name: Rosemead
Fixed Asset #: 10085836
(U.S. Mail) P.O. Box 97061
Redmond, WA 98073 -9761
(overnight courier) 16331 NE 72nd Way, RTC1
Redmond, WA 98052
The copy sent to the Legal Department is an administrative step which alone does not constitute legal notice. Either
party hereto may change the place for the giving of notice to it by thirty (30) days prior written notice to the other as
provided herein.
4. Emergency 911 Service. In the future, without the payment of additional rent and at a location mutually
acceptable to Licensor and Licensee, Licensor agrees that Licensee may add, modify and/or replace equipment in
order to be in compliance with any current or future federal, state or local mandated application, including but not
limited to emergency 911 communication services.
5. Memorandum of License Agreement. Either party will, at any time upon fifteen (15) days prior written notice
from the other, execute, acknowledge and deliver to the other a recordable Memorandum of License Agreement
substantially in the form of the Attachment 1. Either party may record this memorandum at any time, in its absolute
discretion.
6. Other Terms and Conditions Remain. In the event of any inconsistencies between the License Agreement and
this Amendment, the terms of this Amendment shall control. Except as expressly set forth in this Amendment, the
License Agreement otherwise is unmodified and remains in full force and effect. Each reference in the License
Agreement to itself shall be deemed also to refer to this Amendment.
7. Capitalized Terms. All capitalized terms used but not defined herein shall have the same meanings as defined
in the License Agreement.
)SIGNATURE PAGE TO FOLLOW)
3 -2010 Amendment
IN WITNESS WHEREOF, the parties have caused this Amendment to be effective as of the last date
written below.
LICENSOR: LICENSEE:
City of Rosemead, New Cingular Wireless PCS, LLC,
a municipal corporation a Delaware limited liability company
By: AT &T Mobility Corporation
Its: Manager
By: By: Cu
Print Name: Print Name: M, 16Y U k )2(—AA
Its: Its: ejy,Glh P-1 A
Date: Date: 2� 1
3 -2010 Amendment
LICENSOR ACKNOWLEDGEMENT
State of California
County of )
On
before me,
(insert name and title of the officer)
personally appeared , who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and
acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by
his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted.
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature
(Seal)
3 -2010 Amendment
LICENSEE ACKNOWLEDGEMENT
State of California
County of (bS !81�G4�7 Tcs )
On D i✓Gfc'l�Jl%L z . 19� before meC
personally appeared "IA' ir
on the basis of satisfactory evidence to be the perso
acknowledged to me that he /swt—w executed the
his/heritffe�e"signature� on the instrument the perso
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
and correct.
CHRISTINA M. WAGER
'�- 'Commission # 1842203
`a -d - Notary Public - California z
WITNESS my hand /fficials i 1 � Orange County
4 Comm. Expires Mar 27, 2013
(insert name and title of the officer)
:—%A , who proved to me
whose nameK is /�Pe subscribed to the within instrument and
same in his/hwlp*ifauthorized capacity(issj, and that by
or the entity upon behalf of which the person(k acted,
Signa
(Seal)
is true
3 -2010 Amendment
When Recorded Return to.-
New Cingular Wireless PCS, LLC
Attn: Network Real Estate Administration
12555 Cingular Way, Suite 1300
Alpharetta, GA 30004
APN: 8592 -018 -902
(Space Above This Line For Recorders Use Only)
Cell Site No: C144
Cell Site Name: Rosemead
Fixed Asset Number: 10085836
State: California
County: Los Angeles
MEMORANDUM OF LICENSE AGREEMENT
This Memorandum of License Agreement is entered into on this day of , 201_, by and
m
between The City of Rosemead, a municipal corporation, having a ailing address of 8838 East Valley Blvd.,
Rosemead, CA 91770 (originally referred as "Landlord ", hereinafter referred as "Licensor ") and New Cingular
Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 12555 Cingular Way, Suite
1300, Alpharetta, GA 30004 (originally referred as "Tenant ", hereinafter referred as "Licensee ").
Licensor and Licensee entered into a certain Ground Lease dated December 15, 1989 ( "Ground
Lease "), of which an Addendum to Ground Lease dated December 15, 1989, a Second Addendum to
Ground Lease dated December 15, 1994, a,Third Addendum to Ground Lease dated December 15,
1999, a Fourth Addendum to Ground Lease dated June 15, 2001, which was later terminated on
September 24, 2002, and a Fifth Addendum to Ground Lease dated December 15, 2004, were
incorporated as part of the Ground Lease. The Ground Lease was amended by that certain First
Amendment to Ground Lease dated September 4, 2007 (originally referred collectively as the "Lease ",
hereinafter referred collectively as the "License Agreement "), and as amended by that certain Second
Amendment to License Agreement dated , 201_ for the purpose of installing,
operating and maintaining a communications facility and other improvements. All of the foregoing are
set forth in the License Agreement.
2. The Lease initially commenced December 15, 1989 and the parties agree to further extend the Lease
for a new initial term will be five (5) years ( "New Initial Term ") commencing on October 1, 2012,
with two (2) successive five (5) year options to renew.
3. The portion of the land being licensed to Licensee (the "Premises ") is described in Exhibit 1 annexed
hereto.
4. This Memorandum of License Agreement is not intended to amend or modify, and shall not be deemed
or construed as amending or modifying, any of the terms, conditions or provisions of the License
Agreement, all of which are hereby ratified and affirmed. In the event of a conflict between the
provisions of this Memorandum of License Agreement and the provisions of the License Agreement,
the provisions of the License Agreement shall control. The License Agreement shall be binding upon
and inure to the benefit of the parties and their respective heirs, successors, and assigns, subject to the
provisions of the License Agreement.
3 -2010 Amendment
IN WITNESS WHEREOF, the parties have caused this Memorandum of License Agreement to be
effective as of the last date written below.
LICENSOR:
The City of Rosemead,
a municipal corporation
LICENSEE:
New Cingular Wireless PCS, LLC,
a Delaware limited liability company
By: AT &T Mobility Corporation
Its: ' - - -- --
By:
By:
Print Name:
Its:
Prin
Its:
Date:
Dat,
Prepared by:
Coastal Business Group, Inc.
16460 Bake Parkway, Suite 100
Irvine, CA 92618
3.2010 Amendment
EXHIBIT I
DESCRIPTION OF PREMISES
Page I of I
to the Memorandum of License Agreement dated , 201, by and between The City of
Rosemead, a municipal corporation, as Licensor, and New Cingular Wireless PCS, LLC, a Delaware limited
liability company, as Licensee.
The Premises are described and /or depicted as follows:
Property Legal Description:
Those portions of Lots 2 and 3, Tract No. 1812, in the City of Rosemead,
County of Los Angeles, State of California, as shown on map recorded in Book
20, Page 193, of Maps, in the office of the County Recorder of said County, i
which lie Easterly of a tine which is parallel with and 728.44 feet Westerly,
measured at right angles, from the Easterly line of said Lot 3.
EXCEPTING therefrom those portions thereof which lie within those certain part
cels of land described as Parcels I. and 2 in deed to Rosemead School District!
of Los Angeles County, recorded as Document No. 2534, on August 9, 1948, in i
Book 27924, Page 391, of Official Records, in the office of said recorder.
3 -2010 Amendment
LICENSOR ACKNOWLEDGEMENT
State of California
County of )
V
before me,
(insert name and title of the officer)
personally appeared , who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and
acknowledged to me that he /she /they executed the same . in his/her /their authorized capacity(ies), and that by
his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature
(Seal)
3 -2010 Amendment
LICENSEE ACKNOWLEDGEMENT
State of California
County of LC5tgA )
On I/LC Chli 'Y I 1 b( I before meQ
t"I
personally appeared Al"y— to �l
on the basis of satisfactory evidence to be the persona
acknowledged to me that he /s� t1h executed the
his /F).aftIjefi signature(,] on the instrument the perso
executed the instrument.
%1- ►�fa�T1�.1t4 I-t URIC -QL 1�(5i�1K.«.�JP�U�
(insert name and title of the officer)
A , who proved to me
whose name is /,aK subscribed to the within instrument and
same in his t¢eif authorized capacity(�and that by
1(4, or the entity upon behalf of which the personal acted,
I certify under PENALTY OF PER Y under the laws of the State of California that the foregoing paragraph is true
and correct. CHRISTINA M. WAGER
Commission # 1842203
Z ® Notary Public - California i
WITNESS my hand d ficial s = Orange County s
My Comm. Expires Mar 27, 2013
Signature (Seal)
3 -2010 Amendment