HomeMy WebLinkAboutResolution No. 25-37 CITY OF TIGARD, OREGON
TIGARD CITY COUNCIL
RESOLUTION NO. 25- ?1
A RESOLUTION APPROVING THE THIRD AMENDMENT TO PCS SITE AGREEMENT WITH STC FIVE LLC,
AUTHORIZING THE EXTENSION OF THE LEASE AT 8777 SW BURNHAM STREET
WHEREAS,Tigard Water District and Sprint Spectrum LP originally entered into a PCS Site Agreement dated
May 22, 1996;and
WHEREAS, City of Tigard and STC Five LLC, represented by Crown Castle, have assumed interest in the
agreement and are the current lessor and lessee, respectively;and
WHEREAS,the City and Crown Castle have negotiated in good faith to extend the PCS Site Agreement which
will renew the lease for a period of three years with options for two additional renewal terms, and a one-
time rent increase with annual escalations for future years;and
WHEREAS, the Tigard Water Advisory Board has vested interest in all determinations on this property and
has reviewed and recommended approval of this amendment;and
WHEREAS,the City has informed Crown Castle that the Public Works Facility is relocating from this property,
and the City may terminate the agreement without cause upon six months'written notice.
NOW,THEREFORE, BE IT RESOLVED by the Tigard City Council that:
SECTION 1: The Third Amendment to PCS Site Agreement between the City of Tigard and STC Five LLC,
effective May 22, 2026, is hereby approved.
SECTION 2: The City Manager is authorized to sign the agreement.
SECTION 3: This resolution is effective immediately upon passage.
PASSED: This ZU day of D 1-D 124it 2025.
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Mayo - City of rd
ATTEST:
ityRecorder-Cityof Tigard
9
RESOLUTION NO. 25-31
Page 1
RECORDING COVER SHEET
This cover sheet was prepared by the person presenting the
instrument for recording. The information on this sheet is a
reflection of the attached instrument and was added for the
purpose of meeting first page recording requirements in the
State of Oregon,ORS 205.234,and does NOT affect the
instrument.
AFTER RECORDING RETURN TO:
STC Five LLC
c/o Global Signal Acquisitions II LLC
8020 Katy Freeway
I louston, Texas 77024
THIS SPACE RESERVED FOR
COUNTY RECORDING USE ONLY
1) TITLE OF THE TRANSACTION:
Memorandum of Amendment to PCS Site Agreement
2) PARTIES:
Landlord: CITY OF TIGARD,
a municipal corporation of the State of Oregon
Tenant: STC FIVE LLC,
a Delaware limited liability company
3) TRUE and ACTUAL CONSDIERATION(if any): Not applicable
4) ALL TAX STATEMENTS SHALL BE SENT TO THE FOLLOWING ADDRESS:
Not applicable
5) PRIOR RECORDED DOCUMENTS: December 30,2015,at#2015-106260
6) PROPERTY ID: R2143974
MAP TAX LOT: 2S-1-02AD-03401-001
Site Name:TIGARD
Business Unit#: 879526 I
MEMORANDUM OF AMENDMENT TO PCS SITE AGREEMENT
This Memorandum of Third Amendment to PCS Site Agreement ("Memorandum") is dated
and made effective as of the date of the last party to sign, by and between CITY OF TIGARD, a
municipal corporation of the State of Oregon ("Owner"), with a mailing address of Attn: Finance
Department, 13125 SW Hall Boulevard, Tigard, Oregon 97223, and STC FIVE LLC, a Delaware
limited liability company, by and through GLOBAL SIGNAL ACQUISITIONS II LLC, a Delaware
limited liability company, its attorney in fact ("Lessee"), with a mailing address of 2000 Corporate
Drive, Canonsburg,Pennsylvania 15317.
1. Tigard Water District,a political subdivision of the State of Oregon("Original Owner")
and Sprint Spectrum L.P.,a Delaware limited partnership("Original Lessee")entered into an PCS Site
Agreement dated May 22, 1996 (the "Original Agreement"), whereby Original Lessee leased certain
real property,together with access and utility easements,located in Washington County,Oregon from
Original Owner (the "Site"), all located within certain real property owned by Original Owner (the
"Property"). The Property, of which the Site is a part, is more particularly described on Exhibit A
attached hereto.
2. The Original Agreement was amended by that certain Amendment No. 1 dated
September 25, 1998 and by that certain Second Amendment to PCS Site Agreement dated December
10,2015,a memorandum of which was recorded in the official records of Washington County,Oregon
("Official Records") on December 30, 2015 at Document No. 2015-106260 (hereinafter the Original
Agreement and all subsequent amendments are collectively referred to as the"Agreement").
3. City of Tigard is currently the lessor under the Agreement pursuant to a 2007 Tenancy
in Common Agreement with Tigard Water District.
4. STC Five LLC is currently the lessee under the Agreement as ultimate successor in
interest to Original Lessee.
5. 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.
6. The Agreement had an initial term that commenced on May 22, 1996 and expired on
May 21, 2001. The Agreement provides for five (5) renewal terms of five (5) years each (each a
"Renewal Term"), all of which were exercised by Lessee. According to the Agreement, the final
Renewal Term expires on May 21, 2026.
7. Owner and Lessee have entered into a Third Amendment to PCS Site Lease Agreement
(the"Third Amendment"), of which this is a Memorandum,providing for one(1)additional Renewal
Term of approximately three (3)years, commencing on May 22,2026 and expiring on the last day of
the month in which the anniversary of the Effective Date occurs in 2029, and for two (2) additional
Renewal Terms of five (5) years each. According to the Third Amendment, the final Renewal Term
expires in 2039.
8. In the event of any inconsistency between this Memorandum and the Third
Amendment,the Third Amendment shall control.
Site Name:TIGARD
Business Unit#: 879526 2
9. The terms, covenants and provisions of the Third Amendment extend to and are
binding upon the respective executors, administrators, heirs, successors and assigns of Owner and
Lessee.
10. This Memorandum does not contain the social security number of any person.
11. A copy of the Third Amendment is on file with Owner and Lessee.
[Execution Pages Follow]
Site Name:TIGARD
Business Unit#: 879526 3
IN WITNESS WHEREOF, hereunto and to duplicates hereof, Owner has caused this
Memorandum to be duly executed on the date first written below.
OWNER:
CITY OF TIGARD,
a municipal corporation of the State of Oregon
By:
Name:
Title:
Date:
ALL PURPOSE ACKNOWLEDGMENT
STATE OF }
}
COUNTY OF }
On this day of , 20_ before me (notary
public),personally appeared (print name), who
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in his/her authorized
capacity,and that by his/her signature on the instrument the person,or the entity upon behalf of which
the person 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 (notary public)
(NOTARY SEAL)
[Lessee Execution Page Follows]
Site Name:TIGARD
Business Unit#: 879526 4
IN WITNESS WHEREOF, hereunto and to duplicates hereof, Lessee has caused this
Memorandum to be duly executed on the date first written below.
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:
Name:
Title:
Date:
State of Texas
County of
Before me, , a Notary Public, on this day personally appeared
of GLOBAL SIGNAL
ACQUISITIONS II LLC, a Delaware limited liability company, as Attorney in Fact for STC FIVE
LLC, a Delaware limited liability company, known to me (or proved to me on the oath of
or through driver's license, state id card,resident id card,military id card, or passport)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that
she/he executed the same for the purposes and consideration therein expressed.
Given under my hand and seal of office this day of ,20
(Personalized Seal) Notary Public's Signature
Site Name:TIGARD
Business Unit#: 879526 5
EXHIBIT A
(Legal Description of the Property)
A PARCEL OF LAND IN THE SOUTHEAST ONE QUARTER, OF THE NORTHEAST ONE
QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE 1 WEST OF THE WILLAMETTE
MERIDIAN, COUNTY OF WASHINGTON, STATE OF OREGON, IN THE CITY OF TIGARD,
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF THAT PROPERTY CONVEYED TO
JOSEPH W.DAVIS AND DESCRIBED BY DEED RECORDED AUGUST 23, 1966 IN BOOK 612,
PAGE 441, WASHINGTON COUNTY RECORDS, SAID POINT BEING ON THE SOUTHERLY
RIGHT OF WAY LINE OF THE OREGON ELECTRIC RAILWAY CO.; THENCE S40°07'32"E
FOLLOWING SAID SOUTHERLY RIGHT OF WAY 115.82 FEET TO THE MOST EASTERLY
CORNER OF THAT PROPERTY CONVEYED TO JAMES R. MCGEE DESCRIBED BY DEED
RECORDED JANUARY 30, 1973 IN BOOK 907, PAGE 324, WASHINGTON COUNTY DEED
RECORDS; THENCE S44°50'11"W FOLLOWING THE SOUTHEASTERLY LINE OF SAID
MCGEE PROPERTY 80.31 FEET; THENCE N40°07'32"W 115.84 FEET TO A POINT ON THE
SOUTHEASTERLY LINE OF SAID DAVIS PROPERTY; THENCE N44°50'11"E FOLLOWING
SAID SOUTHEASTERLY LINE 80.31 FEET TO THE POINT OF BEGINNING.
Site Name:TIGARD
Business Unit#: 879526 6 Exhibit A
THIRD AMENDMENT TO
PCS SITE AGREEMENT
THIS THIRD AMENDMENT TO PCS SITE AGREEMENT (this "Third Amendment") is
dated and made effective as of the date of the last party to sign ("Effective Date"), by and between
CITY OF TIGARD,a municipal corporation of the State of Oregon("Owner"),with a mailing address
of Attn: Finance Department, 13125 SW Hall Boulevard,Tigard,Oregon 97223,and STC FIVE LLC,
a Delaware limited liability company,by and through GLOBAL SIGNAL ACQUISITIONS II LLC,a
Delaware limited liability company, its attorney in fact ("Lessee"), with a mailing address of 2000
Corporate Drive, Canonsburg,Pennsylvania 15317.
RECITALS
WHEREAS, Tigard Water District, a political subdivision of the State of Oregon ("Original
Owner")and Sprint Spectrum L.P.,a Delaware limited partnership("Original Lessee")entered into an
PCS Site Agreement dated May 22, 1996(the"Original Agreement"),whereby Original Lessee leased
certain real property, together with access and utility easements, located in Washington County,
Oregon from Original Owner(the "Site"), all located within certain real property owned by Original
Owner(the"Property"); and
WHEREAS, the Original Agreement was amended by that certain Amendment No. 1 dated
September 25, 1998 and by that certain Second Amendment to PCS Site Agreement dated December
10,2015,a memorandum of which was recorded in the official records of Washington County,Oregon
("Official Records") on December 30, 2015 at Document No. 2015-106260 (hereinafter the Original
Agreement and all subsequent amendments are collectively referred to as the"Agreement"); and
WHEREAS, City of Tigard is currently the lessor under the Agreement, pursuant to a 2007
Tenancy in Common Agreement with Tigard Water District; and
WHEREAS, STC Five LLC is currently the lessee under the Agreement as ultimate successor
in interest 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;and
WHEREAS,the Agreement had an initial term that commenced on May 22, 1996 and expired
on May 21, 2001. The Agreement provides for five (5) renewal terms of five (5) years each (each a
"Renewal Term"), all of which were exercised by Lessee. According to the Agreement, the final
Renewal Term expires on May 21,2026; and
WHEREAS, Owner 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, Owner 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
Site Name:TIGARD 1
Business Unit#: 879526
Agreement. All references to the defined terms "SSLP" and"STC FIVE LLC" in the Agreement are
hereby deleted and"Lessee" is inserted in their place.
2. Term. The Agreement will be automatically renewed for one (1) additional Renewal
Term of approximately three (3) years (the "3-Year Renewal Term"), commencing on May 22, 2026
and expiring on the last day of the month in which the anniversary of the Effective Date occurs in 2029.
Upon expiration of the 3-Year Renewal Term, the Agreement may be renewed for up to two (2)
additional Renewal Terms of three(3)years each.. If Lessee elects to extend the term of the Agreement
for either of the two(2)Renewal Terms,Lessee will provide written notice to Owner at least sixty(60)
days, but no more than six(6)months,prior to expiration of the then-current 3-Year Renewal Term or
Renewal Term(if applicable) and Owner will provide written notice to Lessee within thirty(30)days
of receipt of Lessee's notice, accepting or rejecting Lessee's request to renew;provided that Owner's
failure to timely respond will be deemed approval of Lessee's request.
3. Rent.
a) One-Time Rent Increase. On the first day of the first full month following the Effective
Date,the annual rent shall increase to Thirty Thousand and 00/100 Dollars($30,000.00)per year. Any
partial years will be prorated. Following such increase,the annual rent shall continue to adjust pursuant
to the terms of this Third Amendment.
b) Annual Escalations. Commencing on May 1, 2026 and every year thereafter(each an
"Adjustment Date"), the annual rent shall increase by an amount equal to four percent (4%) of the
annual rent in effect for the year immediately preceding the Adjustment Date. Such annual rent
escalations shall replace any rent escalations currently in the Agreement.
4. Termination. Section 11 of the Original Agreement is hereby amended to add the
following:
On or after May 1, 2026, Owner may terminate this Agreement without cause at any
time upon at least six(6)months' written notice by Owner to Lessee. In the event of
Owner's termination,Owner will refund any unused rent to Lessee,prorated by month.
5. Notices. Owner's notice address as stated in the Agreement is amended as follows:
If to Owner: City of Tigard
Attn: Finance Department
13125 SW Hall Boulevard
Tigard,Oregon 97223
6. Recordation. Lessee, at its cost and expense, shall have the right to record a
memorandum of this Third Amendment ("Memorandum") in the Official Records at any time
following the execution of this Third Amendment by all parties hereto. In addition, Lessee shall have
the right in its discretion,to record a notice of lease,affidavit or other form to be determined by Lessee
without Owner's signature in form and content substantially similar to the Memorandum, to provide
record notice of the terms of this Third Amendment.
7. Representations,Warranties and Covenants of Owner. Owner represents,warrants and
covenants to Lessee as follows:
Site Name:TIGARD 2
Business Unit#: 879526
a) Owner is duly authorized and has the full power, right and authority to enter into this
Third Amendment and to perform all of its obligations under the Agreement as amended.
b) Lessee is not currently in default under the Agreement,and to Owner's knowledge,no
event or condition has occurred or presently exists that with notice or the passage of time or both,
would constitute a default by Lessee under the Agreement.
c) Owner agrees to provide such further assurances as may be requested to carry out and
evidence the full intent of the parties under the Agreement as amended hereby, and ensure Lessee's
continuous and uninterrupted use,possession and quiet enjoyment of the Site under the Agreement as
amended hereby.
d) Owner acknowledges that the Site,as defined,shall include any portion of the Property
on which communications facilities or other Lessee improvements exist on the date of this Third
Amendment.
7. Counterparts. This Third Amendment may be executed in separate and multiple
counterparts,each of which shall be deemed an original but all of which taken together shall be deemed
to constitute one and the same instrument.
8. 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 inconsistent with this
Third Amendment is hereby amended to be consistent. The terms, covenants and provisions of this
Third Amendment shall extend to and be binding upon the respective executors, administrators,heirs,
successors and assigns of Owner and Lessee.
9. Electronic Signatures. Each party agrees that the electronic signatures of the parties
included in this Third Amendment are intended to authenticate this writing and to have the same force
and effect as manual signatures. As used herein, "electronic signature" means any electronic sound,
symbol, or process attached to or logically associated with this Third Amendment and executed and
adopted by a party with the intent to sign this Third Amendment,including facsimile or email electronic
signatures.
[Execution Pages Follow]
Site Name:TIGARD 3
Business Unit#: 879526
This Third Amendment is executed by Owner as of the date written below.
OWNER:
CITY OF TIGARD,
a municipal corporation of the State of Oregon
By:
Name:
Title:
Date:
[Lessee Execution Page Follows]
Site Name:TIGARD 4
Business Unit#: 879526
This Third Amendment is executed by Lessee as of the date written below.
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:
Name:
Title:
Date:
Site Name:TIGARD 5
Business Unit#: 879526