Meeting Date: October 2, 2012
Prepared by: Janet Bombard, Library Director
City Council
Agenda Item Summary
Description: In 2002, the City entered into a Memorandum of Agreement to lease a cell phone tower located at the Carmel Youth Center to Sprint Spectrum LC. In May, 2005, Sprint Spectrum LP assigned the lease to its subsidiary STC Five LLC (Crown Castle USA), as was its right under the terms of the contract. The terms of the agreement were for an initial period of five years, with one option to extend the term for an additional five years. In 2007, Crown Castle exercised its option to extend; the original agreement ends October 7, 2012. Crown Castle USA is requesting an extension of the original Memorandum of Agreement to lease the CYC cell phone tower (see attached- First Amendment to PCS Site Agreement and Memorandum of First Amendment to PCS Site Agreement).
The new agreement extends the lease term for a period of five years, beginning October 8, 2012 and ending October 7, 2017. It also grants an option to extend for one additional period of five years, beginning October 8, 2017 and ending on October 7, 2022.
Overall Cost:
City Funds: N/A
Grant Funds: N/ A
Staff Recommendation: Adopt the Resolution.
Important Considerations: City Attorney Don Freeman reviewed the Amendment to PCS
Site Agreement, and he proposed changes to the terms; all recommended changes
have been incorporated into the agreement. A survey undertaken by City
Administrator Jason Stilwell of annual rent payments received by California cities
from cell tower leases indicates that rent paid by Crown Castle is in line with that
received by other cities.
Decision Record: On July 2, 2002 the City Council adopted Resolution No. 2002-83,
authorizing the execution of the PCS Site Agreement with Sprint Spectrum LP.
Reviewed by:
Jason s~~inistrator Date
CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL
RESOLUTION 2012-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA
TO EXTEND THE AGREEMENT WITH STC FIVE LLC (CROWN CASTLE USA) TO
LEASE A CELL PHONE TOWER AT THE CARMEL YOUTH CENTER
WHEREAS, in 2002 the City entered into a Memorandum of Agreement to lease the cell
phone tower at the Carmel Youth Center to Sprint Spectrum LP, the Parent Company of STC
Five LLC (Crown Castle USA); and
WHEREAS, the Memorandum of Agreement expires October 7, 2012; and
WHEREAS, STC Five LLC (Crown Castle USA) is requesting an extension of the lease
for one five-year period with an option to extend for one additional five-year period, with the
final lease extension expiring on October 7, 2022; and
WHEREAS, the City desires to grant the lease extension to STC Five LLC (Crown
Castle USA).
NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY
OF CARMEL-BY-THE-SEA does hereby:
1. Extend the agreement with STC Five LLC (Crown Castle USA) to lease a cell phone
tower at the Carmel Youth Center.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMELBY-
THE-SEA this 2nd day of October, 2012, by the following roll call vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS
SIGNED:
_______________________
JASON BURNETT, MAYOR
ATTEST:
_______________________
Heidi Burch, City Clerk
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FIRST AMENDMENT TO
PCS SITE AGREEMENT
THIS FIRST AMENDMENT TO PCS SITE AGREEMENT (the “First Amendment”) is
made effective this ____ day of ______________, 2012, by and between CITY OF CARMELBY-
THE-SEA, a municipal corporation (hereinafter referred to as “Lessor”) and STC FIVE
LLC, a Delaware limited liability company, by and through its Attorney In Fact, Global Signal
Acquisitions II LLC, a Delaware limited liability company (hereinafter referred to as “Lessee”).
RECITALS
WHEREAS, Lessor and Sprint Spectrum L.P. (“Original Lessee”) entered into a PCS
Site Agreement dated July 30, 2002, a memorandum of which was recorded on August 28, 2002
at Instrument No. 2002079328, in the Office of the Monterey County Recorder, California (the
“Agreement”) whereby Original Lessee leased certain real property, together with access and
utility easements, located in Monterey County, California from Lessor (the “Site”), all located
within certain real property owned by Lessor (“Lessor’s Property”); and
WHEREAS, STC Five LLC is currently the Lessee under the Agreement as successor in
interest and affiliate to the Original Lessee; and
WHEREAS, the Site 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, in accordance with the guidelines, permits and ordinances of the City of
Carmel-by-the-Sea; and
WHEREAS, the Agreement had an initial term that commenced on October 8, 2002 and
expired on October 7, 2007. The Agreement provides for one extension of five years in length,
which was exercised by Lessee. According to the Agreement, the final extension expires on
October 7, 2012; and
WHEREAS, the current rent paid by Lessee to Lessor under the Agreement is $22,313.52
per year, payable in equal monthly installments of $1,859.46; and
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WHEREAS, Lessor and Lessee desire to amend the Agreement on the terms and
conditions contained herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, Lessor and Lessee agree as follows:
1. 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 Agreement. All references in the Agreement to the capitalized term “SSLP” shall be
replaced with “Lessee”. All references in the Agreement to the capitalized term “Owner” shall
be replaced with “Lessor”.
2. Term. Lessor and Lessee hereby acknowledge that Lessee exercised the option to
extend the lease term for a period of five (5) years as set forth in Section 2 of the Agreement,
which term expires on October 7, 2012. The term of the Agreement is hereby extended for a
period of five years commencing October 8, 2012 and expiring on October 7, 2017 (the
“Extended Term”). Provided that Lessee is not then in default and that there is no uncured
default then in effect in the performance of any of Lessee’s obligations under the Agreement,
Lessor hereby grants to Lessee an option to extend the Extended Term for one (1) additional
period of five (5) years, commencing on October 8, 2017 and expiring on October 7, 2022
(referred to as the “Renewal Term”). The Renewal Term shall be subject to all of the provisions
of this Agreement, except that the rent shall be modified as provided herein.
Lessee may exercise the Renewal Term by giving notice to exercise said option to
Lessor, which said notice shall be mailed via registered or certified mail, postage prepaid, with
return receipt requested, addressed to Lessor at Lessor’s address for notice provided in Section 5
of this First Amendment. The notice to exercise the option must be delivered to Lessor not more
than one hundred eighty (180) days nor less than ninety (90) days prior to the expiration of the
then current term.
3. Rent. Rent for the Extended Term shall be calculated in accordance with Section
3 of the original Agreement. At the end of the Extended Term, rent may be renegotiated if
Lessee exercises the Renewal Term, but in no event shall the rental rate exceed the amount of
rent being paid for similar leases in the same geographic area as the Site. In the event Lessor and
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Lessee elect not to renegotiate the rental rate, the rent will continue to adjust in accordance with
Section 3 of the Agreement.
4. Representations, Warranties and Covenants of Lessor. Lessor represents,
warrants and covenants to Lessee as follows:
a) The Site is owned by Lessor free and clear of any mortgage, deed of trust, lien, or
right of any individual, entity or governmental authority arising under any option, right of first
refusal, lease, license, easement or other instrument, except for the rights of Lessee arising under
the Agreement as amended hereby and the rights of utility providers under recorded easements.
5. Notices. Lessee’s notice address as stated in Section 6 of the Agreement is
amended as follows:
LESSEE’S PRIMARY CONTACT STC Five LLC
c/o Crown Castle USA Inc.
E. Blake Hawk, General Counsel
Attn: Legal Department – Real Estate
2000 Corporate Drive
Canonsburg, PA 15317
LESSOR’S PRIMARY CONTACT City Administrator
City of Carmel-By-The-Sea
PO Box CC
East Side Monte Verde between Ocean and
7th
Carmel-by-the-Sea, CA 93921
6. Remainder of Agreement Unaffected. In all other respects, the remainder of the
Agreement shall remain in full force and effect. Any portion of the Agreement that is
inconsistent with this First Amendment is hereby amended to be consistent.
[Signature pages follow]
84
Lessor and Lessee have caused this First Amendment to be duly executed on the day and year
first written above.
LESSOR:
CITY OF CARMEL-BY-THE-SEA, a
municipal corporation
By:
Print Name:
Title:
[Lessee Execution Page Follows]
85
This First Amendment is executed by Lessee as of the date first written above.
LESSEE:
STC FIVE LLC, a Delaware limited liability
company
By: Global Signal Acquisitions II LLC, a
Delaware limited liability company
Its: Attorney In Fact
By:
Print Name:
Title:
86
WHEN RECORDED RETURN TO:
Prepared by:
Lake & Cobb, PLC
1095 W. Rio Salado Pkwy
Suite 206
Tempe, AZ 85281
Space above this line for Recorder’s Use
A.P.N. 010-096-013 Prior recorded document(s) in Monterey County, California:
August 28, 2002 at #2002079328
MEMORANDUM OF FIRST AMENDMENT TO
PCS SITE AGREEMENT
This Memorandum of First Amendment to PCS Site Agreement is made effective this
_____ day of ___________, 2012 by and between CITY OF CARMEL-BY-THE-SEA, a
municipal corporation (hereinafter referred to as “Lessor”) and STC FIVE LLC, a Delaware
limited liability company, by and through its Attorney In Fact, Global Signal Acquisitions II
LLC, a Delaware limited liability company (hereinafter referred to as “Lessee”).
1. Lessor and Sprint Spectrum L.P. (“Original Lessee”) entered into a PCS Site
Agreement dated July 30, 2002, a memorandum of which was recorded on August 28, 2002 at
Instrument No. 2002079328 (the “Agreement”) whereby Original Lessee leased certain real
property, together with access and utility easements, located in Monterey County, California
87
from Lessor (the “Site”), all located within certain real property owned by Lessor (“Lessor’s
Property”). Lessor’s Property, of which the Site is a part, is more particularly described on
Exhibit A attached hereto.
2. STC Five LLC is currently the Lessee under the Agreement as successor in
interest to the Original Lessee.
3. The Agreement had an initial term that commenced on October 8, 2002 and
expired on October 7, 2007. The Agreement provides for one extension of five years in length,
which was exercised by Lessee. According to the Agreement, the final extension term expires
October 7, 2012.
4. Lessor and Lessee have entered into a First Amendment to PCS Site Agreement
(the “First Amendment”), of which this is a Memorandum, extending the term to October 7,
2017 (the “Extended Term”). By the First Amendment, Lessor further granted to Lessee the
option to extend the Extended Term for an additional five (5) year period, commencing on
October 8, 2017 and expiring on October 7, 2022.
5. The terms, covenants and provisions of the First Amendment shall extend to and
be binding upon the respective executors, administrators, heirs, successors and assigns of Lessor
and Lessee.
6. This Memorandum does not contain the social security number of any person.
7. A copy of the First Amendment is on file with Lessor and Lessee.
[Execution Pages Follow]
88
IN WITNESS WHEREOF, hereunto and to duplicates hereof, Lessor and Lessee have
caused this Memorandum to be duly executed on the day and year first written above.
LESSOR:
CITY OF CARMEL-BY-THE-SEA, a
municipal corporation
By:
Print Name:
Title:
STATE OF )
) ss:
COUNTY OF )
On ___________________, 2012 before me, _____________________________ (here insert
name of the officer), Notary Public, 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 foregoing 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
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
[Seal]
89
LESSEE:
STC FIVE LLC, a Delaware limited liability
company
By: Global Signal Acquisitions II LLC, a
Delaware limited liability company
Its: Attorney In Fact
By:
Print Name:
Title:
STATE OF )
) ss:
COUNTY OF )
On ___________________, 2012 before me, _____________________________ (here insert
name of the officer), Notary Public, 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 foregoing 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
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
[Seal]
90
EXHIBIT A
(Legal Description of Lessor’s Property)
Site situated in the City of Carmel, County of Monterey, State of California, described as
follows:
Lots 1 through 16 and Lot 18 in Block 48, as shown and so designated on the “Map of Carmel
City, Monterey, Cal., surveyed by W.C. Little, April 1888”, filed May 1st, 1888 in the Office of
the County Recorder of the County of Monterey, State of California, and now on file and of
record in said office in Map Book One, Cities and Towns, at page 52 therein.
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