HomeMy WebLinkAboutT-Mobile - Communication Site License Agreement Amendment No. 1DocuSign Envelope ID: 18C8934C-D9FC-4B84-B5DD-AA1875C312D7
FIRST AMENDMENT TO COMMUNICATION SITE LICENSE AGREEMENT
THIS FIRST AMENDMENT TO COMMUNICATION SITE LICENSE AGREEMENT (this
"Amendment") is made and entered by and between City of Pasco, a Washington municipal corporation
("Licensor") and T -Mobile West LLC, a Delaware limited liability company, formerly known as T -
Mobile West Corporation, a Delaware Corporation ("Licensee"), and shall be effective as of the last date
this Amendment is executed by both Parties (the "Effective Date"). Licensor and Licensee may be
collectively referred to herein as "Parties" or individually as the "Party".
Recitals
A. WHEREAS, Licensor owns the real property located at 4805 N Road 68, Pasco WA, as is more
fully described on Exhibit A — Licensor Property attached hereto (the "Licensor Property"); and
B. WHEREAS, the Parties entered into that certain Communication Site Lease Agreement, dated
September 1, 2006 (the "Agreement"), pursuant to which Licensee leases certain portions of the
Licensor's Property (collectively, the "Premises") to operate certain communication facilities; and
C. WHEREAS, the Agreement will expire on August 31, 2016, and the Parties desire to enter into an
Amendment in order to extend the term of the Agreement, and modify and amend certain
provisions of the Agreement; and
D. WHEREAS, the Parties have not yet finalized an extension to the Agreement, and desire to
provide for Licensee's continued operations within the Premises while the Parties finalize an
amendment to the Agreement providing for same.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and
agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:
1. Recitals Defined Terms. The Parties acknowledge the accuracy of the foregoing recitals
and incorporate them herein by this reference. Any capitalized terms not defined herein shall have
the meanings ascribed to them in the Agreement.
2. Term. Section 4 of the Agreement shall be amended to allow tenant to holdover the
Premises following the expiration of the Agreement as specifically provided herein (the "Holdover
Period"). The Parties agree that the Agreement will currently expire August 31, 2016. The
Holdover Period will begin on September 1, 2016 and will expire on December 31, 2016. During
the Holdover Period, the Parties shall, in good faith, pursue the negotiation and finalization of a
new agreement for the lease of the Premises, on terms mutually agreeable to both Parties. To the
extent such agreement is not finalized and executed prior to the expiration of the Holdover Period,
the Holdover Period shall automatically renew on a month-to-month basis while the Parties pursue
the finalization and execution of the new agreement, unless and until such time as (i) either Party,
in its reasonable discretion, determines that the terms of such new agreement cannot be mutually
agreed upon; whereupon either Party may provide written notice to the other Party of its intent to
terminate the Agreement, or (ii) Licensor, for any reason or no reason, delivers written notice of
termination to Licensee. Such notice shall be provided in accordance with Section 17 of the
T -Mobile Site No: SP09038APasco WT
Market: Spokane
DocuSign Envelope ID: 18C8934C-D9FC-4B64-B5DD-AA1875C312D1
Agreement. Within thirty (30) days receipt of such notice by either Party, Licensee shall remove
the Licensee's Facilities in accordance with Section 6 of the Agreement. Notwithstanding the
foregoing, in no event shall the Holdover Period be extended beyond March 31, 2017.
3. Holdover Rent.
a. During the Holdover Period, the License Fee shall be an amount equal to one hundred
and fifty percent (150%) of the License Fee owed during the immediately preceding
Agreement term. To the extent the Holdover Period is extended on a month-to-month
basis, and, if applicable, until Licensee's equipment is removed from the Premises, as
set forth in Section 2 herein, the License Fee shall continue at the same rate due the
immediately preceding month.
b. The Parties hereby agree and acknowledge as follows (i) the License Fee due for the
months of September 2016 and October 2016 shall be paid within thirty (30) days of
full execution of this Amendment, and shall not be subject to any late fee or penalty.
4. Authorization. The persons who have executed this Amendment represent and warrant
that they are duly authorized to execute this Amendment in their individual or representative
capacity as indicated, and that no consent or approval of any third party is required with respect to
the execution of this Amendment.
5. Counterparts. This Amendment may be executed in several counterparts, each of which
when so executed and delivered, shall be deemed an original and all of which, when taken
together, shall constitute one and the same instrument, even though all Parties are not signatories
to the original or the same counterpart. Furthermore, the Parties may execute and deliver this
Amendment by electronic means such as .pdf or similar format. Each of the Parties agrees that the
delivery of the Amendment by electronic means will have the same force and effect as delivery of
original signatures and that each of the Parties may use such electronic signatures as evidence of
the execution and delivery of the Amendment by all Parties to the same extent as an original
signature. In the event that this Amendment is not executed by each Party within sixty (60) days
of delivery of the first signature by one Party to the other, (i) the negotiated terms of this
Amendment shall automatically become null and void, (ii) neither Party shall be obligated to the
other to honor the same, and (iii) all negotiations concerning the Agreement must commence
anew.
6. Governing Law. Notwithstanding anything to the contrary contained in the Agreement and
in this Amendment, the Agreement and this Amendment shall be governed by and construed in all
respects in accordance with the laws of the State of Washington, without regard to any conflicts of
laws.
7. Ratification. The Parties hereby ratify and confirm each and every provision of the
Agreement and agree that the same shall remain in full force and effect except as expressly
amended herein.
[SIGNATURE PAGES FOLLOW]
T -Mobile Site No: SP09038A Pasco WT 2
Market: Spokane
DocuSlgn Envelope ID: 18C8934C-D9FC-4864-B5DD-AA1875C312D1
IN WITNESS WHEREOF, the Parties have caused this First Amendment to Communication Site
License Agreement to be executed on the days and year written below.
Licensor: Licensee:
City of Pasco, a Washington municipal T -Mobile West LLC, a limited liability
corporation company
By:
Name:
Title:
Date:
M
Name: Philip Hankins
Sr Area Diectoi
Title: Network Engineering & Operations
Date: /b�zx�j6
[NOTARY ACKNOWLEDGEMENTS FOLLOW]
Michelle K. Carimi
Pennington Law Firm
Outside Legal Counsel
10.13.16
T -Mobile Site No: SP09038A Pasco WT 3
Market: Spokane
DocuSign Envelope ID: 18C8934C-D9FC-4864-B5DD-AA1875C312Di
LICENSOR ACKNOWLEDGEMENT
STATE OF WASHINGTON
SS.
COUNTY OF FRANKLIN
I certify that I know or have satisfactory evidence that �1 V C b e f l is the person
who appeared before me, and said person acknowledged that said person signed this instrument, on oath
statMd hat said person w authorized to exec4ghe instrument and acknowledged it as the
of� to be the free and voluntary act of
such party for the Iusse and purposes mentioned in the instrument.
DATED: �k `q kk o
TONI L. ZUNKER
NOTARY PUBLIC
STATE OF WASHINGTON
COMMISSION EXPIRES
MARCH 3, 2020
LICENSEE ACKNOWLEDGEMENT
STATE OF
SS.
COUNTYOF
(-S—ignaYure of Notary)
(Legibly Print or Stamp Name of Notary)
Notary Public in and for the Slate of Washington
My appointment expires:
I certify that I know or have satisfactory evidence that 1 H tw f b V L1' S is the person
who appeared before me, and said person acknowledged that said person signed this instrument, on oath
stated that said person was authorized to execute the instrument and acknowledged it as the
. -WIEFk -P Ilzt G7vIL of %tNaN t_is Pc s -r /,LG to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument.
DATED: [ / 2,46 / I Lg
Notary Sea _p'M 1Z� (' tattuo
_ of (Legibly Print or Stamp Name of Notary)
$ p �u r Notary Public in and for the State o %,k�fl-
i�°8�,1� = My appointment expires: 12-42-blie
jifIII��WAS..`
T -Mobile Site No: SP09038APasco WT 4
Market: Spokane
DocuSign Envelope ID: 18C8934C-D9FC4064-B5DD-AA1875C312D7
Exhibit A
Licensor Property
SITE PARCEL NUMBER:
116140015
PTN NWSE 9-9-29 DAF: BEG AT CTR 4 COR SD SEC; TH N89D59'E ALG N LN THEREOF,
40.01'; TH LEAV SD N LN SO1D04'E, 50.01' TO INT OF SLY MARG OF SANDIFUR PKWY &
ELY MARG ROAD 76 & TPOB; TH ALG SD SLY MARG, N89D59'E, 280.74', TH SO1D04'W,
130'; TH N89D59'E, 179.35', TH SOID04'E, 324.13'; TH S17D05'E, 48.07; TH S89D59'W, 473.35'
TO ELY MARG RD 76 TH ALG SD ELY MARG, NOID04'W, 500.09' TO TPOB.
T -Mobile Site No: SP09038A Pasco WT
Market: Spokane