HomeMy WebLinkAboutAGMT - Cell Site 823234 (T-Mobile West, LLC - Second Amendment 11102025 - 211 8th Street) TMO Cell Site # LA02326ADocusign Envelope ID: ED511D46-1845-4FE0-A2D9-895A7ABA904E
SECOND AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT
THIS SECOND AMENDMENT TO COMMUNICATIONS SITE LEASE
AGREEMENT ("Amendment") is made and entered into as of the date of execution by the last party
to sign (the "Second Amendment Effective Date"), by and between CITY OF SEAL BEACH, a
Municipal Corporation ("City" or "Lessor"), and T -Mobile West LLC, a Delaware limited liability
company, formerly known as T -Mobile West Corporation, as successor -in -interest to TMO CA/ NV
LLC, formerly known as Pacific Bell Wireless, LLC, successor -in -interest to Pacific Bell Mobile
Services, a California corporation ("Lessee") (Collectively the "Parties"). The Parties hereto recite,
declare, and agree as follows:
Recitals
A. Lessor and Lessee entered that certain Communications Site Lease Agreement, dated
February 22, 1996, as amended by that certain First Amendment dated June 19, 1996 (collectively the
"Lease") for the leased premises (as more fully described in the Lease, the "Premises") located at 211
8' Street, Sea] Beach, CA 90740 (the "Property"). Pursuant to the Lease, the Term naturally expires
on June 12, 2026 with no remaining tern extensions nor holdover.
B. Lessor and Lessee desire to enter into this Amendment to modify and amend certain
provisions of the Lease.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lessor and Lessee covenant and agree as follows:
1. Extended Renewal Term:
a. The Parties agree that Lessee shall have the right to extend this Lease for a
maximum of an additional four (4) successive five (5) year terms (each, an "Extended Renewal Term")
on the same terms and conditions as set forth in the Lease except as amended. If all Extended Renewal
Terms are exercised by Tenant, the Lease shall naturally expire on June 12, 2046 with no remaining
term or extensions thereafter.
b. The Lease shall automatically renew for each successive Extended Renewal
Term unless Lessee notifies Lessor, in writing, of Lessee's intention not to renew the Lease at least
thirty (30) days prior to the expiration of the immediately preceding Current Term or Renewal Term.
If the Lessee shall remain in possession of the Premises at the expiration of this Lease without a written
agreement, such tenancy shall be deemed a month-to-month tenancy under the same terms and
conditions of the Lease, as amended, and either Party may terminate the Lease upon thirty (30) days
written notice to the other Party.
2. Modification Consent. Lessor, in City's separate proprietary and zoning capacities, hereby
grants Lessee the right and consents to Lessee's alteration of the space of the Premises as described
and depicted in Exhibit `B-1 ", which dated April 17, 2024 and is attached hereto and by this reference
incorporated herein (the "Proposed Equipment"). Exhibit B of the Lease is hereby replaced with Exhibit
"B-1" attached hereto and made to show the lease space and design for Lessee's Premises. Lessee is
permitted to do all work necessary to prepare, maintain, modify, remove, replace, alter, operate, and
install Lessee's Proposed Equipment and facilities within its Premises. All such work shown in Exhibit
"B-1" shall be completed by Lessee no later than six (6) months after the Second Amendment Effective
Date.
T -Mobile Site No: LA02326A
Market: IE/OC
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3. Premises, Rent Adjustment and Rent Escalation.
a. Effective as of Second Amendment Effective Date Lessee will have the right
and duty to modify the Antenna Facilities as described and depicted on Exhibit B-1, which is attached
hereto and by this reference incorporated herein, and Lessor hereby consents to and approves of the
modifications described and depicted on Exhibit B-1 in all respects.
b. The Rent that Lessee pays Lessor will be increased by Three Hundred Dollars
$300.00 per month as of the Second Amendment Effective Date.
C. Section 5 of the Lease is deleted in its entirety. Inserted in lieu thereof is:
"5.Rent. Effective as of the Second Amendment Effective Date,
Lessee shall pay Lessor, as rent, the sum of Two Thousand Three
Hundred Eleven and 36/100 Dollars ($2,311.36) per month. Rent
shall be payable on the 1st day of each month, in advance, to
Lessor's designated payee and address specified in Paragraph 17(d)
below. On each anniversary of the Second Amendment Effective
Date thereafter, Rent shall be increased by three percent (3%) above
the Rent payable during the previous year. If Lessee fails to timely
pay Rent in full, or any other amount payable to Lessor within 10
days after such amounts are due and unpaid, such amounts due and
owing will be subject to a late charge equal to ten percent (10%) of
such unpaid amounts each month ("Late Fee"). The Parties agree
that such a Late Fee represents a fair and reasonable estimate of the
costs Lessor incurs by reason of late payment by Lessee.
d. Section 17(d) of the Lease is deleted in its entirety. Inserted in lieu thereof is:
"(d) Any notice or demand required to be given herein shall be
made by prepaid certified or registered mail, return receipt
requested, or by prepaid reliable national overnight mail sent to the
addressees and address of the respective parties set forth below:
To Lessor:
The City of Seal Beach
Attention: City Manager
City Hall, 211 Eighth Street
Seal Beach, CA 90740
with a simultaneously delivered copy to:
The City of Seal Beach
Attention: City Attorney
City Hall, 211 Eighth Street
Seal Beach, CA 90740
To Lessee:
T -Mobile USA, Inc.
Attn.: Lease Compliance / Site ID: LA02326A
12920 SE 38th Street
Bellevue, WA 98006
T -Mobile Site No: LA02326A
Market: IE/OC
Uocusign Envelope ID: ED511 D48-1845-4FE0-A2D9-895A7ABA904E
Notices are only effective when properly dispatched and actually
delivered to or actually refused by the receiving Party. The copy to
legal counsel is a required administrative step not constituting
actual notice to a party.
Lessor and Lessee may from time to time designate another or
replacement addressee and/or address for this purpose by thirty (30)
days written notice to the other party."
4. Section 9 of the Lease is deleted in its entirety. Inserted in lieu thereof is:
"9. Termination. This Agreement may be terminated on thirty (30)
days prior written notice as follows: (i) by either party upon a default
of any covenant or term hereof by the other party, which default is
not cured within sixty (60) days of receipt of written notice of
default or such longer time as may be reasonably necessary to cure
such default; (ii) by Lessee if, after its best efforts, it does not obtain
or maintain licenses, permits or other approvals necessary for the
construction and operation of Lessee Facilities; or (iii) by Lessee if
Lessee is unable to occupy and utilize the Premises due to a ruling
or directive of the FCC or other governmental or regulatory agency;
or (iv) by Lessee for any other or no reason upon the payment of an
early termination fee equal to the lesser of (a) eighteen (18) months'
Rent at the then -current rate or (b) the balance of the Rent for the
then -current five (5) year term; or (v) by City upon twelve (12)
months prior written notice with the termination date being on or
after the fifteenth (15`x) year following the Second Amendment
Effective Date; or by City upon twenty-four (24) months prior
written notice if the City Hall structure or a portion thereof
supporting the Premises is to be demolished and/or reconstructed."
5. Section 13 of the Lease is deleted in its entirety. Inserted in lieu thereof is:
"13. Assignment. Lessee shall not voluntarily assign or
encumber all or any portion of Lessee's interest in this Agreement
or in the Premises, or sublease all or any part of the Premises, or
allow any other person or entity to occupy or use or control all or
any part of the Premises, without first obtaining Lessor's consent
which the Lessor may decline or condition for any or no reason. Any
assignment, encumbrance, or sublease without Lessor's consent
shall be voidable by Lessor and, at Lessor's election, shall constitute
a default. No consent to any assignment, encumbrance, or sublease
shall constitute a further waiver of the provisions of this section.
Notwithstanding the foregoing, Lessee shall have the right to assign
otherwise transfer this Agreement without Lessor's prior written
consent (but subject to prior written notice) to an entity that (i) is a
parent, or subsidiary of Tenant or Tenant's parent; (ii) is the
successor or surviving entity resulting from a merger or other plan
of reorganization with Tenant; and/or (iii) acquires more than 50%
of either an ownership interest in Tenant or the assets of tenant in
the "Metropolitan Trading Area" or "Basic Trading Area" (as those
terns are defined by the FCC) in which the Property is located.
T -Mobile Site No: LA02326A
Market: IE/OC
Docusign Envelope ID: ED511 D46-1 B45-4FE0-A2D9-895A7ABA904E
6. The first paragraph of Section 16 of the Lease is deleted in its entirety. Inserted in lieu
thereof is:
"16. Hazard Substances. For purposes of this Agreement, the term
"Hazardous Substance" shall mean any substance that is toxic,
ignitable, reactive, or corrosive and that is regulated by any local
government, the State of California, or the United States
Government. "Hazardous Substance" includes without limitation
any and all materials or substances that are defined by law or
regulation as any form of hazardous waste or substance. A
hazardous substance includes but is not limited to asbestos,
polychlorobiphenyls (PCBs), and oil, petroleum, and their by-
products."
7. Section 18 is added to the Lease:
18. Additional Miscellaneous Provisions.
(a) Bankruptcy. If Lessee becomes a debtor in any
voluntary or involuntary bankruptcy proceeding under the
Bankruptcy Code, Lessor and Lessee expressly intend, acknowledge
and agree that this Agreement will be treated as either an unexpired
commercial lease or an executory contract for all purposes in
connection with Bankruptcy Code § 365 and subject to the
provisions of Bankruptcy Code §§ 365(d)(3) and 365(d)(4) as those
provisions may be amended or superseded in the future. Any person
or entity to which this Agreement is assigned pursuant to the
Bankruptcy Code will be deemed without any further act to have
assumed all Lessee's obligations under this Agreement which arose
before or may arise after such assignment, and any such assignee
shall execute and deliver to Lessor a written instrument that
confirms such assumption promptly upon a written demand from
Lessor. Any monies or other consideration payable or otherwise to
be delivered in connection with such assignment will be promptly
paid to Lessor, will be Lessor's exclusive property and will not
constitute Lessee's or its estate's property for the purposes under the
Bankruptcy Code. Any such monies or other consideration not paid
to Lessor will be held in trust for Lessor's benefit and paid to Lessor
as soon as possible.
(b) Attorneys' Fees; Venue.
(i) Sole and exclusive venue for any action or claim
between the Parties that arises from or in connection with this
Agreement will reside exclusively in the State of California Superior
Court in Orange County (the "Court"). All Parties to this Agreement
agree to be subject to the Court's sole jurisdiction and waive all
claims whatsoever that would defeat the Court's jurisdiction to hear
and adjudicate any action or claim between the Parties that arises
from or in connection with this Agreement.
(ii) The prevailing Party only to the percentage extent it
prevails in any final or non -appealable decision on the merits that
arises from or in connection with this Agreement may be entitled to
its reasonable attorneys' fees and costs, which includes without
limitation reasonable witness, expert, and consultant fees, all at the
Court's sole discretion.
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Ducusigii Bivelupe ID. ED511D46-1645-4FE0-A2D9-895A7ABA904E
(iii) With respect to any provision in this Agreement that
provides for payment of attorneys' fees, such fees will be deemed to
include reasonable fees incurred through any applicable appeal
process and will include, but not be limited to, fees attributable to
legal services provided by any in-house counsel and staff to the
prevailing or indemnified Party.
(iv) For purposes in this Agreement, all services rendered by
a Party's attorneys and their staff together will be strictly valued at
Two Hundred Dollars ($200.00) per full hour.
(c) No Third Parties. This Agreement is not intended to
(and shall not be construed to) give any third party, which includes
without limitation any manager of Lessee's Communications
Facility or any other third -party beneficiaries, any right, title, or
interest in this Agreement or the real or personal property(ies) that
may be affected by this Agreement.
(d) Recitals. The recitals set forth in this Second
Amendment are true and correct and are incorporated for all
purposes into this Agreement by this reference.
(e) Further Acts. Upon request, each Party will cause to be
promptly and duly taken, executed, acknowledged, and delivered all
such further acts, documents, and assurances as the other Party may
request from time to time in order to effectuate, conduct, cant' out,
and perform all of the terms, provisions and conditions of this
Agreement and all transactions and permitted use contemplated by
this Agreement.
(f) Section 1938. Pursuant to California Civil Code § 1938,
and to the extent applicable to this Agreement, Lessor expressly
advises Lessee, and Lessee expressly acknowledges, that a Certified
Access Specialist (as defined in California Civil Code § 55.53) has
not inspected any Premises in whole or in part to determine whether
it meets all applicable construction -related accessibility
requirements.
(g) Government Claim Act. Any claim for money damages
by Lessee against the Lessor hereunder will be subject to California
Government Code §§ 810 et seq. (collectively, the "Government
Claims Act"). Any such claim by Lessee shall be subject to the time
limits contained therein. Neither the Lessor nor its elected or
appointed officers or officials, administrators, directors, managers,
employees, attorneys, Agents, and volunteers will be personally
liable to Lessee in the event of any default or breach of Lessor, or
for any amount which may become due to Lessee or any successor
in interest, or for any obligations directly or indirectly incurred
under this Agreement.
(h) Joint Negotiations; Plain Meaning. This Second
Amendment has been jointly negotiated between the Parties and
each Party's legal counsel has participated in the preparation of this
Second Amendment. The language used throughout this Agreement
shall be construed as a whole according to its plain and fair meaning
and not strictly for or against any party, and it is agreed that no
provision hereof shall be construed against any party hereto by
virtue of the activities of that party or such party's attorneys.
(i) Time for Performance; Force Majeure. Time is of the
essence of this Agreement. Notwithstanding anything in this
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Docusign Envelope ID: ED511D46-1B45-4FE0-A2D9-895A7ABA904E
Agreement to the contrary. the time for performance for any term,
provision, covenant, or obligation under this Agreement will be
deemed extended to account for any time lost due to delays that arise
from strikes, civil riots, floods, labor or material shortages or
restrictions, governmental intervention, or any other cause not
within the control of the party whose performance is due.
(i) Sums Paid During Default. Neither Lessee's payment
nor the Lessor's or its agents' acceptance of any sums due to Lessor
or its agents under this Agreement during any such default will be
deemed to cure any such default, waive the Lessor's right to demand
material compliance with such obligation, term, covenant, or
condition, or be deemed to be an accord and satisfaction for any
Claim the Lessor may have for further or additional sums.
0) Headings for Convenience Only. The headings and
subheadings used throughout this Agreement are for convenience
only and are not a part of this Agreement for any reason or purpose.
(k) Payment Due. The parties hereby agree that, as of the
date of this Second Amendment, there are no payment obligations
of Lessee under the Lease, including but not limited to the payment
of Rent, or other costs or fees that are overdue.
8. Terms: Conflicts. The terms and conditions of the Lease are incorporated herein by this
reference, and capitalized terms used in this Amendment shall have the same meaning as such terms
are given in the Lease. Except as specifically set forth herein, this Amendment shall in no way modify,
alter, or amend the remaining terms of the Lease, all of which are ratified by the parties and shall remain
in full force and effect. To the extent there is any conflict between the terms and conditions of the Lease
and this Amendment, the terms and conditions of this Amendment will govern and control.
9. Consultine Fee. Lessee agrees to pay Lessor a consulting fee in the sum of Twenty Five
Thousand and no/100 Dollars ($25,000.00) within thirty (30) days following Lessor's execution and
return to Lessee of this Second Amendment. Said consulting fee is not Rent nor any offset to Rent or
any other monies due to Lessor from Lessee.
10. Compliance. Lessor represents and warrants to Lessee that upon the Second Amendment
Effective Date, Lessee is in full compliance with all of the terms of the Lease applicable to Lessee.
Lessee represents and warrants to Lessor that upon the Second Amendment Effective Date, Lessor is
in full compliance with all of the terms of the Lease applicable to Lessor.
11. Approvals. Lessor and Lessee represent and warrant to the other Party that the consent or
approval of no third party, including, without limitation, a lender or manager, is required with respect
to the execution of this Amendment.
12. 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.
13. Sienatures. This Second Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute a single instrument.
Signed electronic copies of this Second Amendment shall legally bind the parties to the same extent as
original documents.
[SIGNATURES ARE ON THE FOLLOWING PAGE]
T -Mobile Site No: LA02326A
Market: IE/OC
Docuslgn Envelope ID: ED511 D46-1 l345-4FE0-A2D9-895A7ABA904E
IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the
Second Amendment Effective Date.
Lessor:
City of Seal Beach
a Municipal Corporation
By: knlyicE"C+I'os
Name:
Patrick Gallegos
Title: City Manager
Date: 11/20/2025
T -Mobile Site No: LA02326A 7
Market: IE/OC
Lessee:
T -Mobile West LLC
a Delaware limited liability company
By: l�it�ca►�,►�t d cn+i �t
Name: Muhammed (Matt) Thabet
Title: Sr Director, Network Engineering & Ops
Date:
11/19/2025
TMO Signatory Level:L06
NLG -114205
Docusign Envelope ID: ED511D46-1B45-4FE0-A2D9-895A7ABA904E
EXHIBIT B-1
(Attached behind this page, revision dated April 17, 2024 consisting of 14 pages)
T -Mobile Site No: LA02326A
Market: IE/OC