01-16-2007 - Amendment to License & Use Agreement with Global Signal Acquisitions0
City of West Covina
Memorandum
AGENDA
ITEM NO. D-5a
DATE: January 16, 2007
INTED ON RECYCLED PAPER
TO: Andrew G. Pasmant, City Manager and
City Council
FROM: Clay E. Durbin, Communications Director
SUBJECT: AMENDMENT TO LICENSE AND USE AGREEMENT WITH
GLOBAL SIGNAL ACQUISITIONS
RECOMMENDATION:
It is recommended that the License and Use Agreement authorizing Global Signal
Acquisitions III, LLC to maintain and operate a cellular PCS (Personal
Communications System) site at Shadow Oak Park be extended for five (5) years, in
accordance with terms of the agreement as amended.
DISCUSSION:
On October 17, 1996, the City Council approved a License and Use Agreement with
Cox Communications. This agreement allowed Cox to install, maintain and operate a
PCS communications site at Shadow Oak Park, 2121 Shadow Oak Drive, West Covina,
for an initial period of five (5) years, with provisions for extensions for a total of an
additional fifteen (15) years. On October 17, 2001, the License and Use Agreement
was extended for an additional five (5) years which expired October 17, 2006.
Cox Communications transferred title of the site to Sprint Wireless Communications on
October 1, 2001. Global Signal subleased the site from Sprint Wireless on April 13,
2005 and currently maintains and operates the site in accordance with the License and
Use Agreement. Global Signal has requested an extension of the License and Use
Agreement for an additional five (5) year period with an option for on additional period
of five (5) years upon Licensee's written notice of it's intent to renew the Agreement
ninety (90) days prior to the expiration of their current term.
Under the current Agreement Licensee is paying rent of $1,845.00 per month. This fee
is adjusted up on each anniversary date by the percentage change in the Consumer Price
Index (1982 84-100) Urban Wage Earners and . Clerical Workers Los Angeles,
Anaheim, Riverside Index, but no more than 5% per year.
Global Signal has agreed to increase their site rental fee to $2,200.00 per month, for an
annual rate of $26,400.00. All other provisions of the License and Use Agreement
remain in force.
C
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FISCAL IMPACT:
Approval of the License and Use Agreement extension will provide revenue to the City
of $26,400.00 the first year of the agreement and $132,000.00 plus the COLA increases
for the five-year period. Funds to be deposited in Park Dedication Fund 176.00.4800.
(Consistent with prior City Council direction).
Prepared by:
lay . Durbin
Co unications Director
Reviewed and Approved by:
Approved Via Email, December 14, 2006
Richard L. Adams II
Deputy City Attorney
• 0
THIRD AMENDMENT TO
LICENSE AND USE AGREEMENT
This Third Amendment to License and Use Agreement ("Amendment") is made and
entered into as of the day of , 2006 ("Effective Date"), by and between
STC One, LLC, assignee of Cox California PCS Assets, L.P. ("Licensee") by and through its
attorney in fact, Global Signal Acquisitions III LLC and the City of West Covnia ("Licensor").
RECITALS
WHEREAS, Licensor is the fee owner of the real property commonly known as 2121 East
Shadow Oak Drive, West Covina, CA (Los Angeles County) and legally described as set forth
on the attached Exhibit A (hereinafter "Property"), a portion of which (hereinafter the "Licensed
Premises") is licensed to Licensee under and pursuant to that certain License and Use Agreement
dated October 17, 1996 and as amended pursuant to that certain License and Use Amendment
No. 1 dated May 6, 1997 and that certain License and Use Amendment No. 2 dated October 17,
2001 (collectively, the "Agreement"); and
WHEREAS, Licensee and Licensor desire to amend the Agreement on the terms and
conditions contained herein to extend the term of the Agreement.
OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein,
as well as other good and valuable consideration outlined herein, the receipt and sufficiency of
which is hereby aclaiowledged, the Licensor and Licensee hereby agree as follows:
1. The Licensor and Licensee hereby acknowledge, ratify, and confirm, each party's
interest in and to the Agreement, that the Agreement is in full force and effect, that there are no
existing defaults pursuant to the terms of the Agreement, and that each has full right and
authority to execute this instrument. To the extent this Amendment conflicts with the terms of
the Agreement, the terms of this Amendment shall prevail.
2. The terns and provisions of'the Agreement are hereby restated and incorporated
herein by this reference, amended only as more particularly described hereinafter.
3. Extension. The parties further agree and acknowledge that the License granted by the
Agreement is hereby extended for an additional period of five years commencing on October 18,
2006. In addition, Licensor hereby grants Licensee an option to extend the Agreement for one
additional renewal term of five years which shall be deemed effective upon Licensee's written
notice of its intent to renew the Agreement no later than ninety (90) days prior of the expiration
of the then current term.
4. Rent Change. The Rent (as defined in the Agreement) payable to Licensor from
Licensee shall be as of October 18, 2006 Twenty Six Thousand, Four Hundred Dollars ($26,400)
per year, which shall be paid to the City semi-annually in advance, with the first installment due
upon execution, pro -rated as necessary, and thereafter on January 2 and June 1 of each year.
Commencing with October 18, 2007, and anniversary date thereafter, the rent shall be adjusted in
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accordance with the change in the consumer price index (CPI) as provided in Paragraph 3(C) of
the Agreement.
5. Except as modified herein, all of the terms, covenants and conditions of the
Agreement are hereby ratified and confirmed, and shall be and remain in full force and effect.
Capitalized terms not defined herein shall have the meaning set forth in the Agreement.
6. This Amendment may be executed in counterparts, each of which shall constitute an
original instrument. Upon execution of this Amendment, the parties shall immediately execute a
memorandum of this Amendment (or a memorandum of the Agreement, as modified hereby)
which instrument may be placed of record.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day and year first above written.
LICENSEE:
STC One, LLC
By: Global Signal Acquisitions II LLC
Its: Attorney in Fact
By: Global Signal Services LLC,
its Manager
By:
Name: Jason Catalini
As Its: Senior Director, Real Estate
Date:
LICENSOR:
The City of West Covina
By:_
Its:_
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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