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2013/08/27 City Council Resolution 2013-123RESOLUTION NO. 2013 -123 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING AND APPROVING THE SECOND AMENDMENT TO THE COMMUNICATIONS SITE LEASE AGREEMENT WITH T- MOBILE WEST LLC, FOR TELECOMMUNICATION EQUIPMENT LOCATED AT PUBLIC SAFETY MAIN STATION, 500 CITY CENTER DRIVE (143- 051 -018) WHEREAS, on April 13, 1999 the City Council adopted Resolution No. 1999 -84 authorizing execution of an Communication Site Lease agreement with T- Mobile West LLC (formerly known as Pacific Bell Mobile Services) for the purpose of providing wireless telecommunication services; and WHEREAS, on March 31, 2009 the City Manager executed a First Amendment to Communications Site Lease agreement with TMO CA/NV, LLC (formerly known as Pacific Bell Wireless LLC, as successor in interest to Pacific Bell Mobile Services); and WHEREAS, the City and T- Mobile desire to amend the Communication Site Lease Agreement: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that it does hereby authorize and approve a second amendment to the Communications Site Lease Agreement by and between T- Mobile West, LLC, a Delaware limited liability company, and the City of Rohnert Park, a municipal corporation, which amendment is attached hereto as Exhibit A and incorporated by this reference. BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to take all actions to effectuate this amendment for and on behalf of the City of Rohnert Park, including execution, if necessary, in substantially similar form to the amendment attached hereto as Exhibit "A," subject to minor modifications by the City Manager or City Attorney. DULY AND REGULARLY ADOPTED by the City Council of the City of Rohnert Park this 27th day of August 2013. ATTEST: aORNERT PAS .� Ito J nne Buergler, City Clerk Exhibit A: amendment CITY OF ROHNERT PARK Pam Stafford, Mayor AHANOTU: BELFORTE: MACKENZIE: �� CALLINAN: Ageq STAFFORD: ENE AYES: (S ) NOES: ( p ) ABSENT: ( ij ) ABSTAIN: ( 0 ) SECOND AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT THIS SECOND AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT ( "Second Amendment ") is dated as of 2013 (the "Second Amendment Effective Date "), between The City of Rohnert Park, a Municipal Corporation, ( "Landlord ") and T- Mobile West LLC, a Delaware limited liability company, successor -in- interest to TMO CA /NV, LLC, a Nevada limited liability company, formerly known as Pacific Bell Wireless LLC, as successor -in- interest to Pacific Bell Mobile Services ( "Tenant "). WHEREAS, Landlord and Tenant are parties to that certain Communications Site Lease Agreement, dated April 13, 1999, as amended by that certain First Amendment to Communications Site Lease Agreement dated March 31, 2009 (collectively, the "Lease" or the "Agreement "); and WHEREAS, pursuant to the Lease, Landlord is leasing to Tenant certain "Premises ", consisting of a portion of the Property at 500 City Center Drive (formerly known as City Hall Drive), Rohnert Park, California; and WHEREAS, the purpose of this Second Amendment is to: (i) acknowledge Landlord's consent to Tenant's upgrade of its Facilities as depicted on the revised Exhibit C attached hereto; (ii) increase the rent; (iii) modify the access provision to ensure Tenant's access does not unreasonably disrupt building operations; (iv) amend the "Repairs" paragraph; (v) add a third Renewal Term, (vi) amend the Miscellaneous paragraph and (vii) update Landlord and Tenant's notice addresses, and WHEREAS, both parties desire to now amend the Lease as set forth below. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree to amend the Lease as follows: Amendment of Exhibit "C ". Exhibit "C" to the Lease is hereby replaced with the "Revised Exhibit C" attached hereto as Exhibit "C" and incorporated herein by reference. 2. Amendment of Section 2. Section 2 ( "Use ") of the Lease is hereby deleted in its entirety and replaced in full with the following: 442. Use. The Premises may be used by Tenant for any lawful activity in connection with provision of mobile /wireless communications services for which Tenant is currently licensed by state and federal licensing authorities, as more fully described in Exhibit "C" which is incorporated herein by this reference, hereinafter referred to as the "Facilities." Tenant shall have the right to remove, replace, and upgrade all or part of the Facilities without Landlord's prior consent provided that any new Site ##: BA00420A Site Name: West Mt. Taylor Market: San Francisco equipment is wholly located within the defined existing Premises and any new equipment is similar in size and appearance to the equipment being replaced or is otherwise located within an existing equipment cabinet or shelter. In addition, Tenant may modify the Facilities in the manner described in Section 2(a) below without Landlord's prior consent. Notwithstanding the foregoing, Tenant must obtain all appropriate federal, state and local permits and approvals to perform such work, including any Planning approvals and Building permits. All other modifications of the Facilities shall require the prior written consent of Landlord which consent shall not be unreasonably withheld or delayed, but may be subject to a reasonable increase in Rent. (a) Tenant may replace the six (6) antennas shown on Exhibit "C" with antennas that do not exceed 72 "h x 14 "w x 10 "d. Tenant may install new cabling from Tenant's antennas to Tenant's equipment cabinets, provided such cabling is placed in existing cable trays. Tenant may also install one (1) new 24- strand fiber optic line which shall be placed within an existing Landlord owned conduit, from the adjacent vault. in City Center Drive into the main point of entry (MPOE) in the Building (the "AAV Upgrade "). The AAV Upgrade from the MPOE shall consist of a 6- strand fiber optic line that will run in new riser space to be created by Tenant, under the direction of the Landlord, at Tenant's sole cost and expense between the first and second floors of the Building. The AAV Upgrade will then run through existing riser space from the second to the third floor then to the UAM cabinet on Tenant's roof - mounted utility frame. Tenant's existing copper telecommunications lines shall he removed by Tenant after said AAV Upgrade. The remaining 18 fiber optic lines not used by Tenant shall be available for Landlord's use in its sole discretion. Landlord and Tenant acknowledge and agree that the AAV Upgrade shall be physically separate from Landlord's fiber optic lines and other telecommunication systems at the Property. The AAV upgrade shall be labeled by Tenant in order to be easily identifiable. No additional fiber optic lines or other equipment may be added by 'Tenant into the MPOE or other areas within the Building without Landlord's approval, which may be withheld in Landlord's sole and reasonable discretion. Landlord hereby consents to the AAV Upgrade as herein described and further defined in the attached Exhibit "C" and acknowledges that such AAV Upgrade may commence upon full execution of this Second Amendment. Tenant's cabling and conduit associated with the AAV Upgrade shall be clearly labeled as such. The operation of Landlord's telecommunication systems are of critical importance to the City of Rohnert Park for the safety of its citizens. In the event Tenant causes any damage to Landlord's telecommunication systems, Tenant will pay all costs associated with the repair of such system. Furthermore, Tenant shall indemnify and protect Landlord from all liability and costs resulting from any damage to Landlord's telecommunication system caused by Tenant." 2 Site #: BA00420A Site Name: West Mt. Taylor Market: San Francisco 3. Addition of Section 121cj. A new Section 12(c) is added to the Lease to read as follows: "(c) Notwithstanding the foregoing, Landlord intends to re -roof the Building upon which the Facilities are located. Upon thirty (30) days' prior notice, Tenant agrees to temporarily relocate or move Tenant's Facilities or otherwise arrange for Landlord's roofer to access the roof space within or under Tenant's Facilities/Premises at Tenant's sole cost and expense. Tenant also agrees to pay any increased costs of re- roofing directly attributable to Tenant's Facilities. Landlord shall send a written invoice to Tenant along with a written description from Landlord's roofer of such costs directly attributable to the presence of Tenant's Facilities together with reasonable supporting documentation. Tenant agrees to pay such costs to Landlord within thirty (30) days after receipt of such documentation." 4. Amendment of Section 6. Section 6 ( "Rent ") of the Lease is hereby amended to: a) Increase the current Rent by the amount of One Thousand and 00/100 Dollars ($1,000.00) per month, for a total monthly Rent of Two Thousand Seven Hundred Twenty -Seven and 74/100 Dollars ($2,727.74), beginning on the first day of the month following the month in which the Second Amendment Effective Date occurs. b) Replace the third sentence of Section 6, regarding CPI increases, with the following: "Rent shall be increased annually on the anniversary of the Commencement Date by an amount equal to four percent (4 %) of the previous year's Rent amount." c) All other provisions of Sections 6 of the Lease shall remain in full force and effect. 5. Amendment of Section 8 ( "Access to Improvements".. a) The second paragraph of Section 8(b) of the Lease is amended. to read as follows: "Notwithstanding the foregoing, upon the expiration or earlier termination of the Lease, Tenant shall remove all Facilities within the Premises and Property and shall repair any damage to the Premises and Property caused by such removal as provided in Section 19 of this Lease." b) Subsection (c) of Paragraph 8 of the Lease is hereby deleted in its entirety and replaced in full with the following: "Absent damage caused by Landlord, its agents, contractors, subcontractors or any of their employees, Tenant shall be solely 3 Site #: BA00420A Site Name: West Mt. Taylor Market: San Francisco responsible for the maintenance, repair, replacement and care of the Facilities and shall maintain the same in a clean, sanitary, and safe condition and in good repair at all times during this Lease. Unless access is precluded due to a Landlord emergency (herein defined as an imminent threat to the health or safety of persons or property, as reasonably determined solely by Landlord), applicable govermrental law, or court order, Tenant, its contractors, subcontractors and authorized personnel shall have access to the Premises during normal. business hours (9am -5pm, Monday through Friday), upon forty -eight (48) hours' advance telephonic notice to Landlord at (707) 584 -2600. In the event of a Tenant emergency (any work required for t'enant's Facilities that is not deemed "routine ", "maintenance ", or a "modification" is considered to be a Tenant emergency), Tenant shall provide prior advance telephonic notice to Landlord at (707) 584 -2600 allowing Landlord to determine if staff is available to accompany Tenant to the Premises. Once Landlord staff is available, then Tenant shall have access to the Premises on a 24 -hour, seven -day per week basis unless access is precluded due to a Landlord emergency situation (as determined solely by Landlord), applicable governmental law, or court order. Tenant shall provide to Landlord a written list of representatives whom Tenant authorizes to access the Premises. Upon written request, Tenant shall provide periodic written. updates to Landlord to this list as reasonably required. At the time that access to the Premises is requested by Tenant, Tenant shall inform Landlord of the names of the persons who will be accessing the Property, the reason for entry, and the expected duration of the work to be performed. Tenant shall have all its representatives who access the Property sign "in" and "out" at the front desk. Landlord and 'Tenant agree that if one of 'T'enant's representatives fails to sign in and out during a visit to the Property, the duration of the visit is deemed to be two (2) hours. Tenant agrees to use good faith efforts to reasonably minimize the number of personnel visiting the Property and the frequency of the visits. Tenant's representatives shall present a valid governmental identification (e.g. Drivers License) and if issued, a valid company or contractor identification badge upon entry into the Property. Additionally, while present on the Property, Tenant's representatives shall wear in plain view a Visitors Pass issued by the Landlord. Unless an appropriate security clearance (which will include fingerprinting), in accordance with local, state and federal requirements has been previously obtained by Tenant for its representatives from the Landlord, Tenant's representatives must be escorted at all times by Landlord or its employees or agents while present on the Property. Landlord agrees to provide an 4 Site #: BA00420A Site Name: WeSt Mt. Taylor Market: San Francisco employee to escort Tenant's representatives at the pre - arranged access time. Tenant agrees to pay Landlord the hourly fee of $65.00 for the time that any of Tenant's representatives are being escorted on the Property. For Tenant's site visits occurring between the hours of 5 PM and 9 AM on weekdays and all day on weekends, Tenant agrees to pay for a minimum of two (2) hours. Landlord will provide Tenant with an invoice accurately documenting the amount of time spent by Landlord's employees escorting Tenant's representatives. Tenant agrees to pay the amount due to Landlord within thirty (30) days of the receipt of the invoice. Notwithstanding the foregoing, Landlord agrees that included within the negotiated rent amount, Tenant shall be allowed, free of charge, up to five (5) hours of escorted access per month between the hours of 9 am. and 5 pm. Monday through Friday. Tenant access before or after these times, or Tenant access in excess of five (5) hours, will require the above stated escort fee. A minimum of fifteen (15) minutes shall be charged toward the Tenant's five (5) hours of free escorted access each time one of Tenant's representatives requires escorted access during the hours of 9 a.m. to 5 p.m. Monday through Friday. If one of Tenant's representatives fails to sign in and out during a visit to the Property, the duration of the visit is deemed to be two (2) hours. If a second or subsequent undocumented visit occurs during the same month, such visit shall constitute a material breach of this Agreement. Tenant hereby waives any claims for damages for any injury or inconvenience to or interference with Licensee's business, any loss of use or quiet enjoyment of the Premises, and any other loss occasioned by any entry into the Premises as permitted by: (i) this Paragraph or (ii) any other provision of this Agreement." c) Subsection 8(e) is hereby deleted in its entirety and replaced in full with the following: "Landlord hereby permits Tenant to draw electricity from the existing utilities serving the Property as required to operate the Facilities, and Tenant agrees to pay Landlord, in addition to the Rent, a Utility Charge (the "Utility Charge ") in the monthly sum of Four Hundred and. 00 /100 Dollars ($400.00). Tenant has provided Landlord, at Tenant's cost, a digital monitor that allows Landlord to determine the amount of power used by Tenant. If the cost of electricity consumed by Tenant exceeds the Utility Charge, then Tenant, upon receipt of written notice by Landlord and receipt of reasonable evidence of such cost, shall: (i) reimburse Landlord for the difference within thirty (30) days of the date Tenant receives Site #: BA00420A Site Name: West Mc Taylor Market: San Francisco such documentation and thereafter, (ii) pay the increased monthly Utility Charge to account for Tenant's actual electrical usage. The Utility Charge shall be paid to Landlord concurrently with Tenant's payment of the Rent and shall commence upon the first day of the month following the Second Amendment Effective Date. Landlord and Tenant acknowledge that they are both using the same electric utilities in their operations. Landlord and Tenant believe that both uses can co -exist without negatively impacting each other's systems. Tenant agrees to accept the risk of any electrical problems (including loss of power) occurring and further agrees that should their Facilities or any of its components cause problems with Landlord's use of utilities, Tenant, at its sole expense, will take all necessary steps to eliminate such problem(s), if possible, to the satisfaction of Landlord. Both parties agree that absent its gross negligence or willful misconduct, Landlord shall not be held liable for any damages sustained by Tenant resulting from Tenant's use of Landlord's electrical utilities." d) Subsection 8(g) is hereby deleted in its entirety and replaced in fiill with the following: "The provisions of this subsection (g) shall apply only to proposed construction and use by Tenant that requires expansion of the existing area of the Premises. Prior to the commencement of any new construction outside the existing Premises, Tenant shall (at its sole cost and expense) submit to Landlord a request to amend this Lease as necessary to accommodate the proposed construction and use, and working drawings, plans, and specifications ( "Plans ") detailing the location, size, and weight of the Tenant's proposed additions to the existing Facilities, specifically describing the proposed construction and work. Tenant may not commence any of the proposed construction or use until an amendment to this Lease has been executed by both parties and Landlord has approved the Plans in writing and all required federal, state and local approvals and permits have been obtained. by Tenant. Nothing in this subsection (g) shall be construed to require Landlord to agree to an amendment to this Lease requested by Tenant or approve any Plans submitted by Tenant. Notwithstanding the foregoing, Landlord shall have the right not to approve such Plans for any reason. Landlord agrees to provide an initial written response to a request from Tenant to amend the Lease pursuant to this Section indicating whether Landlord is amenable to amending the Lease and any issues the Landlord has with the submitted plans within twenty working (20) days after the receipt of the request and the Plans from Tenant. Landlord may extend the amount of time required to review and provide comments on submitted Plans by notifying Tenant in writing prior to the expiration of the twenty (20) working day period. Failure to 6 Site #: BA00420A Site Name: West Mt. Taylor Market: San Francisco respond in writing to Tenant to such Plans within said twenty (20) working day period shall be deemed a disapproval thereof. In the event that Landlord does not respond to such submission within such twenty (20) working day period, Tenant shall provide Landlord with a second notice and submission of Plans. Failure of Landlord to approve or object to the Plans within twenty (20) days after the second notice and submission shall also be deemed a disapproval. In the event Landlord objects to the Plans within twenty (20) working days after the initial submission or within twenty (20) days after the second submission, Landlord's objections shall be clearly stated in writing. If Landlord and Tenant cannot agree on such Plans, Tenant shall have the right to terminate the Lease pursuant to Section 1 I (v) of the Agreement upon thirty (30) days prior written notice to Landlord. Any material changes to the approved Plans by Tenant must be re- submitted to Landlord for its review and approval. In no event shall Landlord's approval of any construction Plans be deemed a representation that they comply with applicable laws, ordinances, or rules and regulations or will not cause interference with other communication systems, such responsibility being solely Tenant's. "Tenant agrees that all construction and installation work shall be performed at Tenant's sole cost and expense, in a neat, responsible, and worlonanlike manner using generally accepted construction standards consistent with such reasonable requirements as shall be imposed by Landlord. Tenant shall label its Facilities placed on the Premises. Label information shall include Tenant's name and contact information. Tenant understands and agrees that the public safety and aesthetic qualities of the Property and Premises are of critical importance to Landlord. Tenant agrees that the specifications and Plans it will provide shall be of sufficient specificity to demonstrate these concerns are addressed, and Tenant further agrees that the actual installation of any additions to Tenant's Facilities shall be in accordance with those specifications. Tenant shall repair any damage to the Property where such damage is caused. by Tenant, any of its agents, representatives, employees, contractors, or subcontractors, as a result of the installation, construction, operation, maintenance, and repair of Tenant's Facilities, at its sole cost, as soon as reasonably possible, but in no event more than fifteen (15) days from the date Tenant was first notified in writing of such damage. All repairs to the property of Landlord shall be performed in a good and workmanlike manner. If Tenant fails to repair or refinish any such damage to the property of Landlord within such fifteen (15) day time period, Landlord may, in its sole discretion, repair, or refinish such damage and Tenant shall reimburse Landlord for all costs and expenses. In such event, Landlord will provide Tenant with an invoice together with reasonable supporting documentation evidencing such costs 7 Site #: BA00420A Site Name: West Mc. Taylor Market: San Francisco and Tenant agrees to pay the amount due to Landlord within thirty (30) days after receipt of same. 6. Amendment of Section 9. ( "Interference With Communications ") of this Lease is hereby deleted in its entirety and replaced in full by the following: "9. INTERFERENCE WITH COMMUNICA`T'IONS. At all times during the term of this Agreement, Tenant agrees to use equipment of the type and frequency that will not cause interference to Landlord's equipment on or in Landlord's property and shall comply with all non - interference and other rules of the Federal Communications Commission ( "FCC "). If any interference to the use or enjoyment of the Property by Landlord results, directly or indirectly, from the operation of any of Tenant's Facilities, Tenant shall cease operations of its Facilities as soon as possible, and in no event more than forty eight (48) hours, after written notice from Landlord. Tenant shall not resume operation of its Facilities (except for intermittent testing) until the interference has been corrected to the satisfaction of Landlord. Any future lease, license, with any third party entered into by Landlord shall be conditioned upon the contracting party not interfering with the operation of Tenant's Facilities. Landlord shall require such. condition in future leases and licenses at the Property and to promptly and reasonably enforce such provisions. Landlord and Tenant acknowledge that they are both using the Premises to operate various radio equipment in accordance with applicable Federal Communications Commission Rules. Landlord and Tenant believe that both systems can co -exist without interference with each other's systems. Tenant agrees to accept the risk of any interference occurring and further agrees that should its system or any of its components cause interference to Landlord's system or any of its components, that Tenant, at its expense, will take all necessary steps to eliminate said interference to the satisfaction of Landlord. Tenant also agrees to bear any and all costs necessary to determine the existence of, as well as the nature and cause of any interference, including but not limited to, professional radio frequency surveys and transmission strength monitoring. 7. Amendment of Section 19. Section 19 (Repairs ") of the Lease is hereby renamed "Repairs and Facility Removal ", and is further amended to add the following language to the end of the existing Section 19 as follows: 8 Site #: BA00420A Site Name: West Mt. Taylor Market: San Francisco "Upon expiration or earlier termination of the Lease and subject to the reasonable direction of Landlord, Tenant, at its sole cost and expense, shall remove the Facilities (including all cabling and conduit) and shall return the Premises to Landlord in the condition in which it existed upon the Commencement Date, reasonable wear and tear and damage not caused by Tenant or its employees or contractors excepted, within thirty (30) days thereof, provided that Tenant shall repair any damage to the Property caused by such removal within fifteen (15) business days after receiving written notice of such damage from Landlord. If Tenant does not repair said damage within such fifteen - business -day period, Landlord may (but shall not be obligated to) repair said damage to restore its Property to the condition it was in upon the Commencement Date, reasonable wear and tear and damage not caused by Tenant or its employees or contractors excepted, and Tenant shall promptly reimburse Landlord for the cost of such repair within thirty (30) days after receipt of an invoice from Landlord together with reasonable supporting documentation evidencing such costs. Tenant's obligations pursuant to this Section shall survive the expiration or earlier termination of this Lease." 8, Amendment of Section 5. The third sentence of Section 5 ( "Term and Commencement Date ") of the Lease is deleted in its entirety and replaced in full with the following: 9. 10. Site #: BA00420A Site Name: West Me. Taylor Market: San Francisco "In the event that Tenant is not in substantial default in the performance of the terms and conditions of this Lease, Tenant shall have the option to renew this Lease for up to three (3) additional and successive renewal terms of five (5) years each ( "Renewal Term ")." Amendment of Section 21. Landlord and Tenant's notice addresses in Section 21(c) of the Lease are deleted in their entirety and replaced with the following: If to Tenant: T- Mobile USA, Inc. 12920 SE 38th Street Bellevue, WA 98006 Attn.: Lease Compliance Re: BA00420A General Provisions. If to Landlord: City of Rohnert Park Attn: City Manager 130 Avram Avenue Rohnert Park, CA 94928 (707) 588 -2226 Fax: (707) 792 -1876 a. Any capitalized terms used but not defined in this Second Amendment shall have the same meaning as set forth in the Lease. In case of any inconsistencies between the terms and conditions contained in the Lease and the terms and conditions contained herein, the terms and conditions herein shall control. b. Except as set forth herein, all provisions of the Lease remain unchanged and in full force and effect. c. The persons who have executed this Second Amendment represent and warrant that they are duly authorized to execute this Second Amendment in their individual or representative capacity as indicated. IN WITNESS WHEREOF, the parties have executed this Second Amendment effective as of the Effective Date. LANDLORD: The City of Rohnert Park By: Name: Its:. Date: TENANT: T- Mobile West LLC, a Delaware l mite liability ct�mp �y ley,_. ~MQ iI legal W ' 'Ov FCe fl l rink y Site #: BA00420A Site Name: West Mt. 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