1 Exhibit A
FIRST AMENDMENT TO
PCS SITE AGREEMENT
THIS FIRST AMENDMENT TO PCS SITE AGREEMENT (the “First Amendment”) is made effective this ____ day of ______________, 2026 (“Effective Date”), by and between the MORENO VALLEY COMMUNITY SERVICES DISTRICT, a California community services district (hereinafter referred to as “Lessor”) and STC ONE LLC, a Delaware limited liability company, by and through its Attorney In Fact, Global Signal Acquisitions III LLC, a Delaware limited liability company (hereinafter referred to as “Lessee”).
RECITALS
WHEREAS, Lessor and Cox PCS Assets, L.L.C., a Delaware limited liability company (“Original Lessee”) entered into a PCS Site Agreement dated October 23, 2001, a memorandum of which was recorded in the official records of Riverside County, California (“Official Records”) on December 3, 2001 as Document No. 2001-596107 (the “Agreement”), whereby Original Lessee leased certain real property, together with access and utility easements, located in Riverside County, California from Lessor (the “Site”), all located within certain real property owned by Lessor (“Lessor’s Property”); and
WHEREAS, STC One LLC is currently the Lessee under the Agreement as 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 October 23, 2001 and expired on October 22, 2006. The Agreement provides for four (4) extensions of five (5) years each, all four (4) of which were exercised by Lessee. According to the Agreement, the final extension expires on October 22, 2026; and
WHEREAS, Lessor and Lessee desire to amend the Agreement on the terms and conditions contained herein.
AMENDMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Lessor 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 Agreement. All references in the Agreement to the capitalized term “Cox” shall be replaced with “Lessee”. All references in the Agreement to the capitalized term “Owner” shall be replaced with “Lessor”.
2 2. Term. Section 2 of the Agreement is hereby deleted in its entirety and the following inserted in its place:
The initial term of this Agreement shall be for a period of five (5) years commencing on October 23, 2001 (“Commencement Date”) and expiring on October 22, 2006 (the “Initial Term”). At the conclusion of the Initial Term, Lessee shall be entitled to ten (10) extensions of five (5) years each, with the final lease extension expiring on October 22, 2056 (each extension is referred to as a “Renewal Term”). The Initial Term and any Renewal Term shall be collectively referred to as the “Lease Term”. The Lease Term shall automatically be extended for each successive Renewal Term unless Lessee notifies Lessor of its intention not to renew at least ninety (90) days prior to the expiration of the then current five-year term.
Lessor and Lessee hereby acknowledge that Lessee has exercised four (4) Renewal Terms, leaving a balance of six (6) Renewal Terms.
3. Rents. Commencing on October 23, 2026, the current monthly rent payable under the Agreement will be reduced to Seven Hundred Fifty and 00/100 Dollars ($750.00) per month for a term of five consecutive years (“Rent Reduction”), and shall not be subject to escalation. Thereafter, the monthly rent will increase to the amount of Three Thousand and 00/100 Dollars ($3,000.00) per month and shall increase annually thereafter by a rate of either (i) CPI based on the Riverside-San Bernardino-Ontario Index CPI-U all items for 12 months, or (ii) 3% of the rent payable for the immediately preceding month, whichever is greater, each year on the anniversary date of the Commencement Date for the remaining term of the Agreement, including any amendment to the Agreement. If the monthly rent is not received by Lessor on or before the fifteenth (15th) day following the due date of the first (1st) of each month, it shall be deemed delinquent. If the monthly rent is not paid before delinquency, then the amount due and unpaid shall be subject to a monthly late charge at the rate of five percent (5%) of the overdue amount, without limitation to Lessor’s other rights and remedies under the Agreement.
4. Maintenance; Landscaping
a) Lessee shall be responsible for repairing and maintaining Lessee’s equipment and any other improvements installed by Lessee on the Site in proper operating and reasonably safe condition. This shall include the repair of all damage incurred whether natural or man made, unless caused by Lessor or persons acting under the direction of Lessor. b) Lessor shall be responsible for all graffiti removal and abatement at the Site. Lessee shall pay a graffiti removal and landscape maintenance fee (“Maintenance Fee”) in the amount of One Hundred Dollars ($100.00) per month for said service, effective on the Effective Date and the first (1st) of each month thereafter for the remaining term of the Agreement, including any additional amendment to the Agreement. The Maintenance Fee shall increase annually on the anniversary of the Commencement Date at a rate of either (i) CPI based on the Riverside-San Bernardino-Ontario Index CPI-U all items for the preceding 12 months, or (ii) 3% of the amount 3 payable for the immediately preceding month, whichever is greater. The Maintenance Fee shall be noted as a separate line item on the remittance. If the monthly Maintenance Fee is not paid before delinquency, then the amount due and unpaid shall be subject to a monthly late charge at the rate of five percent (5%) of the overdue amount, without limitation to Lessor’s other rights and remedies under the Agreement.
5. Assignment/Subletting. Section 5 of the Agreement is hereby deleted in its entirety.
Lessee has the right, at its sole discretion, to assign its interest in the Agreement and to sublease or license use of the Site, its easements, and improvements. Lessee shall provide written notice to Lessor within sixty (60) days after such sublease or license is fully executed. Assignment of the Agreement by Lessee shall be effective upon Lessee sending written notice to Lessor and shall relieve Lessee from any further liability or obligation.
6. Future Subtenant Rent (Revenue Share). As consideration for the right to exclusively use and lease the Site, if, after October 23, 2031, Lessee subleases, licenses or grants a similar right of use or occupancy in the Site to an unaffiliated third party not already a subtenant on the Site (each a “Future Subtenant”), Lessee agrees to pay to Lessor fifty percent (50%) of the rental, license or similar payments actually received by Lessee from such Future Subtenant (excluding any reimbursement of taxes, construction costs, installation costs, or revenue share reimbursement) (the “Future Subtenant Rent”) within thirty (30) days after receipt ofsaid payments by Lessee. Lessee shall have no obligation for payment to Lessor of such share of rental, license or similar payments if not actually received by Lessee. Non-payment of such rental, license or other similar payment by a Future Subtenantshall not be an event of default under the Agreement. Lessee shall have sole discretion as to whether, and on what terms, to sublease, license or otherwise allow occupancy of the Site. There shall be no express or implied obligation for Lessee to sublease, license or otherwise allow occupancy of the Site.
7. Future Subtenant Rent (Revenue Share) Business Summary Report. Once per calendar year, Lessor may submit a written request to Lessee for a business summary report pertaining to Lessee’s Future Subtenant Rent for the prior twelve (12) month period, and Lessee shall provide such written report to Lessor within sixty (60) days after Lessee’s receipt of such written request. Lessor shall send such written request to the Notice address set forth in Section 11 of this First Amendment.
8. Right of First Refusal. If Lessor receives an offer that it intends to accept to purchase fee title, an easement, a lease, a license, or any other interest in the Site, or Lessor’s interest in the Agreement, or an option for any of the foregoing, Lessor shall provide written notice to Lessee of said offer, and Lessee shall have a right of first refusal to acquire such interest, including all of Lessor’s right, title and interest in the Agreement, on the same terms and conditions in the offer, excluding any terms or conditions that are (i) not imposed in good faith; or (ii) directly or indirectly designed to defeat or undermine Lessee’s possessory or economic interest in the Site.
If Lessor’s notice covers portions of Lessor’s Property beyond the Site, Lessee may elect to acquire an interest in only the Site, including all of Lessor’s right, title and interest in the Agreement, and the consideration shall be pro-rated on an acreage basis. Lessor’s notice shall include the prospective buyer’s name, the purchase price and/or other consideration being offered, the other terms and conditions of the offer, the due diligence period, the proposed closing date and, if a 4 portion of Lessor’s Property is to be sold, leased or otherwise conveyed, a description of said portion. If the Lessor’s notice shall provide for a due diligence period of less than sixty (60) days, then the due diligence period shall be extended to be sixty (60) days from exercise of the right of first refusal and closing shall occur no earlier than fifteen (15) days thereafter. If Lessee does not exercise its right of first refusal by written notice to Lessor given within thirty (30) days, Lessor may convey the property as described in the Lessor’s notice. If Lessee declines to exercise its right of first refusal, then the Agreement shall continue in full force and effect and Lessee’s right of first refusalshallsurvive any such conveyance. Lessee shall have the right, at itssole discretion, to assign the right of first refusal to any person or entity, eitherseparate from an assignment of the Agreement or as part of an assignment of the Agreement. Such assignment may occur either prior to or after Lessee’s receipt of Lessor’s notice and the assignment shall be effective upon written notice to Lessor.
9. Survey. Lessee reserves the right, at its discretion and at its sole cost, to obtain a survey (“Survey”) specifically describing the Site and any access and utility easements associated therewith. Lessee shall be permitted to attach the Survey as an exhibit to this First Amendment and any related memorandum for recording, which shall update and replace the existing description, at any time prior to or after closing of this First Amendment.
10. Representations, Warranties and Covenants of Lessor. Lessor represents, warrants and covenants to Lessee as follows:
a) Lessor is duly authorized to and has the full power and authority to enter into this First Amendment and to perform all of Lessor’s obligations under the Agreement as amended hereby.
b) Lessee is not currently in default under the Agreement, and to Lessor’s knowledge, no event or condition has occurred or presently exists which, with notice or the passage of time or both, would constitute a default by Lessee under the Agreement. c) Lessor 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) Lessor acknowledges that the Site, as defined, shall include any portion of Lessor’s Property on which communications facilities or other Lessee improvements exist on the date of this First Amendment.
11. Notices. Lessee’s notice address as stated in Section 6 of the Agreement is amended as follows:
STC One LLC
c/o Crown Castle USA Inc.
Attn: Legal - Real Estate Department
2000 Corporate Drive
Canonsburg, PA 15317
5 12. IRS Form W-9. Lessor agrees to provide Lessee with a completed IRS Form W-9, or its equivalent, upon execution of this First Amendment and at such other times as may be reasonably requested by Lessee. In the event the Lessor’s Property is transferred, the succeeding Lessor shall have a duty at the time of such transfer to provide Lessee with a completed IRS Form W-9, or its equivalent, and other related paperwork to effect a transfer in the rent to the new Lessor.
Lessor’s failure to provide the IRS Form W-9 within thirty (30) days after Lessee’s request shall be considered a default and Lessee may take any reasonable action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from rent payments.
13. Counterparts. This First 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.
14. 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 that is inconsistent with this First Amendment is hereby amended to be consistent.
15. Recordation. Lessee, at its cost and expense, shall have the right to record a memorandum of this First Amendment in the Official Records at any time following the execution of this First Amendment by all parties hereto.
[Signature pages follow]
6 Lessor and Lessee have caused this First Amendment to be duly executed on the day and year first written above.
LESSOR:
MORENO VALLEY COMMUNITY
SERVICES DISTRICT
By:
Name:
Title: City Manager of Moreno Valley and
Executive Director of the Moreno
Valley Community Services District
Date:
ATTEST:
By:
Name:
Title: City Clerk City of Moreno Valley
and Secretary of the Moreno
Valley Community Services District
Date:
APPROVED AS TO LEGAL FORM:
By:
Name: Steven Quintanilla
Title: City Attorney for the City of Moreno
Valley and Legal Counsel for the Moreno
Valley Community Services District
Date:
RECOMMENDED FOR APPROVAL:
By:
Name: Jeremy Bubnick
Title: Parks and Community Services Director
City of Moreno Valley
Date:
[Lessee Execution Page Follows]
Business Unit Number: 879906 Cell Site I.D. No.: RV-35-XC-094(D) Cell Site Name: Towngate Park
Address: 13051 Elsworth Street, Moreno Valley, CA 92553 7 This First Amendment is executed by Lessee as of the date first written above.
LESSEE:
STC ONE LLC, a Delaware limited liability
company
By: Global Signal Acquisitions III LLC, a
Delaware limited liability company
Its: Attorney In Fact
By:
Print Name:
Title:
Date: