Site Name: SANTA CLARITA OVERLAY – C502
Business Unit #: 844927
1 FIFTH AMENDMENT TO REVOCABLE LICENSE AGREEMENT
THIS FIFTH AMENDMENT TO REVOCABLE LICENSE AGREEMENT (“Fifth Amendment”) is entered into this ____ day of ______________, 20___, by and between the CITY OF SANTA CLARITA, a municipal corporation (“Licensor”), with a mailing address of 23920 Valencia Boulevard , Santa Clarita , California 91355, and CCATT LLC, a Delaware limited liability company (“Licensee”), with a mailing address of 2000 Corporate Drive, Canonsburg, Pennsylvania 15317.
RECITALS
WHEREAS, The Newhall Land and Farming Company, a California limited partnership, (“Original Licensor”) and Los Angeles Cellular Telephone Company , a California general partnership (“Original Licensee”) entered into a Revocable License Agreement dated May 1, 1995 (the “Original Agreement”), whereby Original Licensee licensed certain real property, together with access and utility easements, located in Los Angeles County, California , from Original Licensor (the “Licensed Premises”), all located within certain real property owned by Original Licensor (“Licensor’s Property”); and
WHEREAS, the Original Agreement was amended by that certain Letter Agreement dated November 26, 1996 (the “First Amendment”), by that certain Second Amendment to Revocable License Agreement dated July 24 , 1997 (the “Second Amendment”) , by that certain Third Amendment to Revocable License Agreement dated August 13, 1997, and by that certain Fourth Amendment to Revocable License Agreement dated March 24, 2005 (the “Fourth Amendment”) (hereinafter the Original Agreement and all subsequent amendments are collectively referred to as the “Agreement”); and
WHEREAS, CCATT LLC is currently the licensee under the Agreement as ultimate successor in interest to the Original Licensee; and
WHEREAS, the Licensed Premises may be used for the Permitted Uses (as defined in the Agreement); and
WHEREAS, the Original Agreement had an initial twelve ( 12) month term that commenced on April 1, 1995 and expired on March 31, 1996 (the “Initial Term”), which Initial Term was extended by the First Amendment and Second Amendment to expire on June 30, 1998, and continue thereafter on a month to month basis. The Fourth Amendment set forth a new initial term that commenced on March 1 , 20 05 and expired on February 28 , 20 06 (the “New Initial Term”). The Fourth Amendment further provides for twenty-nine (29) extensions of twelve (12) months each beyond the New Initial Term, the first sixteen (16) of which were exercised by Licensee. According to the Fourth Amendment, the final extension expires on February 28, 2035; and
WHEREAS, Licensor and Licensee 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, Licensor and Licensee agree as follows:
Site Name: SANTA CLARITA OVERLAY – C502
Business Unit #: 844927
2 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.
2. DISH Collocation . Pursuant to Section 7 of the Original Agreement , Licensor hereby consents to the modifications at the Licensed Premises by DISH Wireless L.L.C . or its affiliate (the “DISH Subl icensee”), as more fully described in the drawings attached hereto as Exhibit “A-3”.
3. DISH Rent. Licensor hereby consents to Licensee’s sublicense of the Licensed Premises to the DISH Subl icensee (the “DISH Subl icense”). Licensee shall pay to L icensor the sum of Five Hundred and 00/100 Dollars ($500.00) per month (the “DISH Sublicense Fee”), without abatement, deduction or offset, commencing on the d ate of the DISH Sublicense and continuing thereafter on the first day of each succeeding month during the term, including any extensions (collectively, the “Sublicense Term”), of the DISH Sublicense. Commencing on March 1, 2024 and on each anniversary of that date thereafter (the “ DISH Sublicense Fee Adjustment Date”), the DISH Sublicense Fee shall increase by an amount equal to five percent (5%) of the DISH Sublicense Fee in effect for the month immediately preceding the DISH Sublicense Fee Adjustment Date for so long as such DISH Sublicense Fee is payable to Licensor in accordance with the following DISH Sublicense Fee schedule:
2023 $ 500.00
2024 $ 525.00
2025 $ 551.25
2026 $ 578.81
2027 $ 607.75
2028 $ 638.14
2029 $ 670.05
2030 $ 703.55
2031 $ 738.73
2032 $ 775.66
2033 $ 814.45
2034 $ 855.17
2035 $ 897.93
Licensee shall give Licensor written notice of its entry into the DISH Sublicense not later than ten (10) days following the date on which the DISH Sublicense is effective, and such notice must (a) specify the identity and address of the DISH Sublicensee , (b) specify the commencement date of the DISH Sublicense and the length of its term, and (c) be accompanied by payment of the DISH Sublicense Fee payable for the month, or partial mo nth, during which the term of the DISH Sublicense commences. If the DISH Subl icense expires or terminates for any reason, L icensee shall no longer be obligated to pay the DISH Sublicense Fee, and the DISH Sublicense Fee for the month in which the DISH Sublicense expires or terminates will be prorated on a daily basis to the date of the expiration or termination. If the DISH Sublicense expires or is terminated, Licensee will not be entitled to enter into any further sublicenses without the consent of Licensor as may be required by the Agreement. Licensee shall have the sole discretion as to whether, and on what terms, to sublease, license or otherwise allow occupancy of the Licensed Premises to the DISH Site Name: SANTA CLARITA OVERLAY – C502
Business Unit #: 844927
3 Sublicensee, provided, that the DISH Sublicense will at all times be subject to the terms of the Agreement. There shall be no express or implied obligation for L icensee to sublease, license or otherwise allow occupancy of the Licensed Premises to the DISH Sublicensee.
4. Transfer. The first two sentences of Section 13 of the Original Agreement are hereby deleted in their entirety and the following sentences are inserted in their place:
“Notwithstanding any other provision hereof , this License shall automatically terminate upon Licensee’s assignment, grant of any license, or any other transfer (“Transfer”) of all or any part of Licensee’s rights or benefits under this Agreement whether the Transfer is voluntary, involuntary, or by operation of law, unless such Transfer is made with Licensor’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.”
5. Access. Licensee shall provide Licensor three (3) business days’ written notice (email acceptable) p rior to accessing the Licensed Premises for scheduled maintenance, repair, inspection or related activities, except in case of emergency presenting an immediate risk of injury or of damage to the Licensed Premises, Licensor’s Property or Licensee’s communication facility and related equipment, in which event Licensee shall provide the greatest amount of notice reasonably possible under the circumstances including notice after the fact, if prior notice cannot be reasonably given by Licensee to Licensor. Lic ensee’s employees, customers, agents and subcontractors accessing Licensor’s Property shall provide appropriate identification in the form of either a company identification card or badge or a driver’s license. Licensor shall have the right to refuse access to any personnel who do not have appropriate identification.
6. Notices. Licensee’s notice address stated in the Agreement is hereby amended as follows:
Licensee: CCATT LLC
Attn: Legal – Real Estate Department
2000 Corporate Drive
Canonsburg, PA 15317
7. Ratification.
a) Licensor and Licensee agree that Licensee is the current licensee under the Agreement, the Agreement, as amended herein, is in full force and effect and contains the entire agreement between Licensor and Licensee with respect to the Licensed Premises. b) Licensor and Licensee each represent and warrant that it is duly authorized and has the full power, right and authority to enter into this Fifth Amendment and to perform all of its obligations under the Agreement as amended.
c) Licensee is not currently in default under the Agreement, and to Licensor’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 Licensee under the Agreement.
8. Remainder of Agreement Unaffected. The parties hereto acknowledge that except as expressly modified hereby, the Agreement remains unmodified and in full force and effect. In Site Name: SANTA CLARITA OVERLAY – C502
Business Unit #: 844927
4 the event of any conflict or inconsistency between the terms o f this Fifth Amendment and the Agreement, the terms of this Fifth Amendment shall control. This Fifth Amendment may be executed simultaneously or in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
9. Survey. Licensee reserves the right, at its discretion and at its sole cost, to obtain a survey (“Survey”) specifically describing the Licensed Premises and any access and utility rights- of-way associated therewith. If obtained by Licensee, Licensee agrees to provide Licensor with a true copy of the Survey, and Licensee shall be permitted to attach the Survey as an exhibit to this Fifth 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 Fifth Amendment.
10. Recordation. Licensee, at its cost and expense, shall have the right to record a memorandum of this Fifth Amendment (“Memorandum”) in the official records of Los Angeles County, California at any time following the execution of this Fifth Amendment by all parties hereto; provided, however, that if there is a conflict between the terms of such Memorandum and the terms of this Fifth Amendment, the terms of this Fifth Amendment shall govern and control in all respects.
11. Electronic Signatures. Each party agrees that the electronic signatures of the parties included in this Fifth 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 Fifth Amendment and executed and adopted by a party with the intent to sign such Fifth Amendment, including facsimile or email electronic signatures.
[Execution Pages Follow]
Site Name: SANTA CLARITA OVERLAY – C502
Business Unit #: 844927
1 This Fifth Amendment is executed by Licensor as of the date first written above.
LICENSOR:
CITY OF SANTA CLARITA,
a municipal corporation
By:
Print Name:
Print Title:
[Licensee Execution Page Follows]
Site Name: SANTA CLARITA OVERLAY – C502
Business Unit #: 844927
2 This Fifth Amendment is executed by Licensee as of the date first written above.
LICENSEE:
CCATT LLC,
a Delaware limited liability company
By:
Print Name:
Print Title:
Site Name: SANTA CLARITA OVERLAY – C502 3 Exhibit “A-3” Business Unit #: 844927
Exhibit “A-3”
DISH Collocation
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