HomeMy Public PortalAboutAgreement_2015-12-17_Crown Castle_AT & T_1st AmendmentCCCROWN
CASTLE
December 17, 2015
Dear Landlord:
Crown castle
1220 Augusta Drive, Suite 600
Houston, TX 77057
Attached hereto please find fully executed copies of the Amendment
for your records.
If you have any questions, please feel free to contact the Landlord's Helpdesk at
866-482-8890.
Sincerely,
a&o
Ali Almanza
PEP — Project Coordinator
ali.almanza.contractor@crowncastle.com
The Foundation for a Wireless World.
CrownCastle.com
FIRST AMENDMENT TO
BUILDING AND LAND LEASE
THIS FIRST AMENDMENT TO BUILDING AND LAND LEASE (the "First
Amendment") is entered into this _&_ day of T)LM 'Y , 2015 (the "Effective Date"), by
and between CITY OF TEMPLE CITY, (hereinafter referred to as "Landlord") and CCATT
LLC, a Delaware limited liability company (hereinafter referred to as "Tenant').
RECITALS
WHEREAS, Landlord and Los Angeles Cellular Telephone Company ("Original
Tenant') entered into a Building and Land Lease dated September 25, 1996 (the "Lease")
whereby Original Tenant leased certain real property, together with access and utility easements,
located in Los Angeles County, California from Landlord (the "Premises"), all located within
certain real property owned by Landlord (the "Property"); and
WHEREAS, CCATT LLC is currently the tenant under the Lease as ultimate successor in
interest to the Original Tenant; and
WHEREAS, the Premises may be used for the purpose of constructing, maintaining and
operating a communications facility, including tower structures, equipment shelters, cabinets,
meter boards, utilities, antennas, equipment, any related improvements and structures and uses
incidental thereto; and
WHEREAS, the Lease had an initial term that commenced on October 1, 1996 and
expired on September 30, 2001. The Lease provides for three (3) extensions of five (5) years
each. According to the Lease, the final extension expires September 30, 2016; and
WHEREAS, Landlord and Tenant desire to amend the Lease on the terms and conditions
contained herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, Landlord and Tenant agree as follows:
Site Name: Baldwin/Temple Ovly - C513 1
Business Unit #: 844957
Recitals: Defined Terms. The parties acknowledge the accuracy of the foregoing
recitals. Any capitalized terms not defined herein shall have the meanings ascribed to them in
the Lease.
2. Term. The first sentence of Section 3 of the Lease, and only that sentence, is
hereby deleted in its entirety and the following is inserted in its place:
The Lease will automatically be extended for up to nine (9) additional terms of
five (5) years each (each a "Renewal Term") on the same terms and conditions set
forth in this Lease for the Initial Lease Term, unless Tenant notifies Landlord, in
writing, of its intention not to renew at least ninety (90) days prior to the
expiration of the then -current five (5) year term. Such notice shall be deemed
given upon the mailing of such notice to Landlord. The Initial Lease Term and
each Renewal Term are collectively referred to hereinafter as the "Term".
Landlord and Tenant hereby acknowledge that Tenant has exercised three (3) Renewal
Terms, leaving a balance of six (6) Renewal Terms, with the final extension expiring on
September 30, 2046.
3. Consideration. Tenant will pay to Landlord a one-time amount of Ten Thousand
and 00/100 Dollars ($10,000.00) for the full execution of this First Amendment (the
"Conditional Signing Bonus"). Tenant will pay to Landlord the Conditional Signing Bonus
within sixty (60) days of Landlord's execution of this First Amendment. In the event that this
First Amendment (and any applicable memorandum) is not fully executed by both Landlord and
Tenant for any reason, Tenant shall have no obligation to pay the Conditional Signing Bonus to
Landlord.
4. Rent. The fifth sentence of Section 5(b) of the Lease, and only that sentence, is
hereby deleted and the following is inserted in its place:
Commencing on October 1, 2015, and on the anniversary of that date each year
thereafter (the "Adjustment Date"), the monthly Operational Phase Rental Rate
shall increase based on the Consumer Price Index published by the Bureau of
Labor and Statistics of the United States Department of Labor for all Urban
Consumers, US City Average ("CPI -U") indicator and shall be determined by
dividing the CPI -U indicator published three (3) months prior to the Adjustment
Date, by the CPI -U indicator published one (1) year and three (3) months prior to
the Adjustment Date, and multiplying the resultant number by the most recent
monthly Operational Phase Rental Rate. In no event shall the increase in rent
calculated for any one (1) year period be less than three percent (3%) or exceed
four percent (4%) of the most recent monthly Operational Phase Rental Rate.
Site Name: Baldwinfremple Ovl y - C513 2
Business Unit #: 944957
5. Relocation. In the event that Landlord determines in good faith that the Premises
are needed for public purposes, Landlord shall have the right to require relocation of Tenant's
Communications Facilities, or any part thereof, to an alternate ground location provided that (i)
the relocation shall be performed exclusively by Tenant or its agents during the Relocation
Period, as defined below, (ii) the relocation shall not result in any interruption of the
communications services provided by Tenant to its customers, including, but not limited to,
Tenant's continuous access, maintenance and operation of Tenant's equipment, until such time
that all tenants, subtenants and sublicensees that have been permitted by this Lease are
successfully relocated, and (iii) the relocation shall not impair, or in any manner alter, the quality
of communications services provided by Tenant to its customers on and from the Relocation Site
as defined below.
(a) Relocation Process. To exercise the relocation rights, Landlord shall
provide written notice to Tenant not less than twelve (12) months prior to the relocation date and
shall propose an alternate site to which Tenant may relocate Tenant's equipment ("Alternate Site
Location"). Tenant shall have sixty (60) days from the date of the notice to evaluate the
Alternate Site Location, including, but not limited to, conducting tests to determine the
technological feasibility of the Alternate Site Location and obtaining written approval of all
wireless telecommunications providers on the Premises that have been permitted by this Lease.
If Tenant fails to approve the Alternate Site Location in writing within said sixty (60) day period,
Tenant will be deemed to have not approved such Alternate Site Location. If Tenant does not
approve such Alternate Site Location, Landlord may then propose another Alternate Site
Location by providing notice to Tenant in the manner set forth above. Upon Tenant's approval
of any proposed Alternate Site Location, both parties will enter into a written agreement
concerning the relocation of Tenant's equipment ("Relocation Agreement") to the Alternate Site
Location ("Relocation Site"). Landlord shall undertake reasonable efforts to provide an
Alternate Site Location acceptable to Tenant. If no Alternate Site Location is available or if
Tenant does not approve an Alternate Site Location, Landlord may, upon twelve (12) months'
written notice, terminate the Lease in accordance with the notice requirements set forth in the
Lease.
Site Name: Baldwin/temple Ov1 y - C513 3
Business Unit #: 844957
(b) No Additional Terms. Upon relocation of Tenant's equipment, all
references to the Premises in the Lease shall be deemed to refer to the Relocation Site (including
any access and utility easements). The Relocation Site shall be surveyed by a licensed surveyor
at the sole cost of Tenant, in which event such survey shall replace and supersede the description
of the Premises under the Lease. Unless otherwise provided in the Relocation Agreement or any
other written agreement of the Parties, the relocation of Tenant's equipment shall not affect,
alter, modify or otherwise change any of the terms and conditions of the Lease.
(c) Relocation Period. The "Relocation Period" shall mean that period of
time commencing on the date Tenant has received all required permits and approvals for the
Relocation Site and ending ninety (90) days thereafter. The relocation of Tenant's equipment to
the Relocation Site shall be substantially completed within the Relocation Period, to the extent
reasonable feasible.
(d) Relocation Cost. Landlord and Tenant shall each be responsible for fifty
percent (50%) of the cost of relocation, provided that Landlord's responsibility for relocation
costs shall not exceed One Hundred Thousand and 00/100 Dollars ($100,000.00). Landlord shall
have the option to pay its share of the relocation cost to Tenant either in the form of a cash
payment or in the form of rent abatement.
6. Right of First Refusal. If Landlord receives an offer from any person or entity
that owns towers or other wireless telecommunications facilities (or is in the business of
acquiring Landlord's interest in the Lease) to purchase fee title, an easement, a lease, a license,
or any other interest in the Premises, or Landlord's interest in the Lease, or an option for any of
the foregoing, Landlord shall provide written notice to Tenant of said offer, and Tenant shall
have a right of first refusal to acquire such interest on the same terms and conditions in the offer,
excluding any terms or conditions which are (i) not imposed in good faith or (ii) directly or
indirectly designed to defeat or undermine Tenant's possessory or economic interest in the
Property. If Landlord's notice covers portions of Landlord's parent parcel beyond the Premises,
Tenant may elect to acquire an interest in only the Premises, and the consideration shall be pro-
rated on an acreage basis. Landlord's notice shall include the prospective buyer's name, the
purchase price and/or other consideration being offered, the other terms and conditions of the
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Site Name: Baldwin(remple Ov1y - C513
Business Unit #: 844957
offer, the due diligence period, the proposed closing date and, if a portion of Landlord's parent
parcel is to be sold, leased or otherwise conveyed, a description of said portion. If the
Landlord's notice shall provide for a due diligence period of less than sixty (60) days, then the
due diligence period shall be extended to be sixty (60) days from exercise of the right of first
refusal and closing shall occur no earlier than fifteen days thereafter. If Tenant does not exercise
its right of first refusal by written notice to Landlord given within thirty (30) days, Landlord may
convey the property as described in the Landlord's notice. If Tenant declines to exercise its right
of first refusal, then the Lease shall continue in full force and effect and Tenant's right of first
refusal shall survive any such conveyance. Tenant shall have the right, at its sole discretion, to
assign the right of first refusal to any person or entity, either separate from an assignment of the
Lease or as part of an assignment of the Lease. Such assignment may occur either prior to or
after Tenant's receipt of Landlord's notice and the assignment shall be effective upon written
notice to Landlord.
7. Governmental Approvals. If requested by Tenant, Landlord will execute, at
Tenant's sole cost and expense, all documents required by any governmental authority in
connection with any development of, or construction on, the Premises, including documents
necessary to petition the appropriate public bodies for certificates, permits, licenses and other
approvals deemed necessary by Tenant in Tenant's absolute discretion to utilize the Premises for
the purpose of constructing, maintaining and operating communications facilities, including
without limitation, tower structures, antenna support structures, cabinets, meter boards,
buildings, antennas, cables, equipment and uses incidental thereto. Landlord agrees to be named
applicant if requested by Tenant. Landlord shall be entitled to no further consideration with
respect to any of the foregoing matters.
8. Ratification.
a) Landlord and Tenant agree that Tenant is the current tenant under the Lease, the
Lease is in full force and effect, as amended herein, and the Lease contains the entire agreement
between Landlord and Tenant with respect to the Premises.
b) Landlord agrees that any and all actions or inactions that have occurred or should
have occurred prior to the date of this First Amendment are approved and ratified and that no
breaches or defaults exist as of the date of this First Amendment.
Site Name: Baldwin/temple Ovly - C513 5
Business Unit #: 844957
C) Landlord represents and warrants that Landlord is duly authorized and has the full
power, right and authority to enter into this First Amendment and to perform all of its obligations
under the Lease as amended.
9. Notices. Tenant's notice address as stated in section 39 of the Lease is amended
as follows:
TENANT'S PRIMARY CONTACT CCATT LLC
c/o Crown Castle USA Inc.
E. Blake Hawk, General Counsel
Attn: Legal Department
2000 Corporate Drive
Canonsburg, PA 15317
10. IRS Form W-9. Landlord agrees to provide Tenant with a completed IRS Form
W-9, or its equivalent, upon execution of this First Amendment and at such other times as may
be reasonably requested by Tenant. In the event Landlord's interest in the Property is
transferred, the succeeding landlord shall have a duty at the time of such transfer to provide
Tenant with a completed IRS Form W-9, or its equivalent, and other related paperwork to effect
a transfer in the rent to the new landlord. Landlord's failure to provide the IRS Form W-9 within
thirty (30) days after Tenant's request shall be considered a default and Tenant may take any
reasonable action necessary to comply with IRS regulations including, but not limited to,
withholding applicable taxes from rent payments.
11. Remainder of Lease Unaffected. The parties hereto acknowledge that except as
expressly modified hereby, the Lease remains unmodified and in full force and effect. In the
event of any conflict or inconsistency between the terms of this First Amendment and the Lease,
the terms of this First Amendment shall control. This First Amendment may be executed
simultaneously or in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
[Signature pages follow]
Site Name: Baldwin/Temple Ovly - C513 6
Business Unit 4: 944957
This First Amendment is executed by Landlord as of the date first written above.
LANDLORD:
CITY OF TEMPLE CITY
By:
Print Name: ,r4
�r
Title: C l rlw►
[Tenant Execution Page Follows]
7
Site Name: Baldwin/Pemple Ovly - C513
Business Unit R: 944957
This First Amendment is executed by Tenant as of the date first written above.
TENANT:
CCATT LLC,
a Delaware limited liability company
By: 4��- a, �r.�z
Print Name: Lisa A. --)eUgWlLK
Title: KLI Manager
Site Name: Baldwinlremple Ovly - C513 8
Business Unit #: 844957