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HomeMy WebLinkAboutResolutions - 2015.06.10 - 21886MISCELLANEOUS RESOLUTION #15163 June 10, 2015 BY: Planning and Building Committee, Philip Weipert, Chairperson IN RE: DEPARTMENT OF FACILITIES MANAGEMENT — APPROVAL AND ACCEPTANCE OF AMENDMENT TO LICENSE AGREEMENT WITH SBA STEEL LLC FOR EXTENSION OF THE TERM FOR THE EXISTING CELL TOWER AT ADDISON OAKS COUNTY PARK, PART OF PARCEL NO 05- 33-100-004 To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Oakland County and Sprint Spectrum, LP, entered into License Agreement, dated April 22, 2004. The License Agreement was then purchased on November 13, 2009 by SBA Steel LLC, a Florida limited liability company, and ultimately assigned to Licensee pursuant to a Memorandum of Assignment recorded November 26, 2013, for Licensee's use of the Cell Tower Site located at 998 Lake George Road, Leonard, MI 48367; and WHEREAS pursuant to MR# 04088 dated April 1, 2004, the License Agreement was approved by the Oakland County Board of Commissioners; and WHEREAS SBA has requested an extension of the term of the License Agreement through the attached Amendment; and WHEREAS the Amendment extends the term of the License Agreement for four (4) additional successive terms of five (5) years (20 years total); and WHEREAS upon the execution of the Amendment, SBA shall pay a onetime administrative fee of Five Thousand Dollars ($5,000.00); and WHEREAS under the Amendment, commencing on September 27, 2019, and each anniversary of such date thereafter, the License Fee shall increase three percent (3%); and WHEREAS under the current License Agreement the License Fee increases fifteen percent (15%) every five (5) years; and WHEREAS analysis done on the previous payment terms versus the payment terms under the Amendment will net an additional $90,269.00 over twenty (20) years. Total revenue of this lease from September 27, 2019 to September 2043 is $1,197,749.00; and WHEREAS Oakland County Parks and Recreation Commission has reviewed and recommends approval of the Amendment to the License Agreement; and WHEREAS the Department of Facilities and Corporation Counsel have reviewed and/or prepared all necessary documents related to the attached Amendment and recommend its approval. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves and authorizes the attached Amendment between Oakland and SBA Steel LLC. BE IT FURTHER RESOLVED that the Board of Commissioners hereby directs its Chairperson or his Designee to execute the attached Amendment and all other related documents between the County and SBA Steel LLC which may be required. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE VOTE: Motion carried unanimously on a roll call vote with JackSbn absent. Prepared by: Karen Mello After recording return to: Khreshrnore Spence SBA Network Services, LLC 5900 Broken Sound Parkway, NW. 3rd Floor Boca Raton, FL 33487-2797 Ph: 1-800-487-7483 ext. 7795 Parcel ID: 05-33-100-004; 05-33-200-001 MEMORANDUM AND AMENDMENT TO LICENSE AGREEMENT THIS MEMORANDUM AND AMENDMENT TO LICENSE AGREEMENT ("Memorandum and Amendment") is executed this day of • 2015, by and between the COUNTY OF OAKLAND, A MUNICIPAL AND CONSTITUTIONAL CORPORATION, located at 1200 North Telegraph Road, Pontiac, MI 48341, acting by and through its statutory agent, the OAKLAND COUNTY PARKS AND RECREATION COMMISSION, ("Owner") and SBA STEEL LLC, a Florida limited liability company, having a principal office located at 5900 Broken Sound Parkway, NW, Boca Raton, Florida 33487-2797 ("Licensee"). WHEREAS, Owner and Sprint Spectrum, LP, entered into an unrecorded License Agreement, dated April 22, 2004, that was assigned pursuant to an Assignment and Transfer Agreement recorded September 21, 2009, in Liber 41493, Page 749 and further assigned pursuant to an Assignment and Assumption of Lease recorded November 13, 2009, in Liber 41620, Page 264, and ultimately assigned to Licensee pursuant to a Memorandum of Assignment recorded November 26, 2013, in Liber 46577, Page 413, all of the Register of Deeds of Oakland County, Michigan (collectively, "Agreement") for Licensee's use of the Site located at 998 Lake George Road, Leonard, MI 48367 more particularly described in the attached Exhibit "A"; and M146787-A/Addison Oaks County Park WHEREAS, the original term of the Agreement was five (5) years commencing on September 27, 2004, and ending on September 26, 2009, with three (3) renewal terms of five (5) years each and ending on September 26, 2024. WHEREAS, Owner and Licensee desire and intend to amend and supplement the Agreement as provided herein; and NOW, THEREFORE, the Parties agree to amend the Agreement as follows: Section 3. Term, of the Agreement is amended to include the following: Subsection 3.2. In addition to the Renewal Terms as referenced in the Agreement, the Agreement may be extended for four (4) additional successive terms of five (5) years (each an "Additional Renewal Term"). Each Additional Renewal Term shall be deemed automatically extended, unless Licensee notifies Owner of its intention not to renew the Agreement prior to the commencement of the succeeding Additional Renewal Term. The first Additional Renewal Tenn shall commence on September 27, 2024 ("Additional Renewal Term Commencement Date"), upon the expiration of the Renewal Term expiring on September 26, 2024. 2. Section 4.7. Fee, of the Agreement is amended as follows: Commencing on September 27,2019, and each anniversary of such date thereafter, Owner's License Fee and Co-Location Fee shall increase three percent (3%). All escalations provided herein, shall be in lieu of and not in addition to any escalations currently provided in the Agreement. 3 - Section 19. Notices, of the Agreement is amended as follows: If to Licensee: SBA Steel LLC Attn: Site Administration 5900 Broken Sound Parkway, NW Boca Raton, FL 33487-2797 Re: M146787-A/Addison Oaks County Park 4. The Agreement is hereby amended to include Section 33. Right of First Refusal, as follows: If at any time during the term of the Agreement, Owner receives a bona fide written offer from a third person (the "Offer") to sell, assign, convey, lease, factor or otherwise transfer or create any interest in the current or future License Fee, this Agreement, or the Site, which Owner desires to accept, Owner shall first give Licensee written notice (including a copy of the proposed contract) of such Offer prior to becoming obligated under such Offer, with such notice giving Licensee the right to acquire the interest described in the Offer on the terms set forth in the Offer. Licensee shall have a period of thirty (30) days after receipt of Owner's notice and terms to exercise Licensee's right of first refusal by notifying Owner in M146787-AJAddison Oaks County Park 2 writing. If Licensee has not exercised its right of first refusal in writing to Owner within such thirty (30) day period, the Offer will be deemed rejected. 5. Upon full execution of this Amendment, Licensee shall pay to the Owner a one- time payment of Five Thousand and no/100 Dollars ($5,000.00). 6. Capitalized terms not defined in this Memorandum and Amendment will have the meaning ascribed to such terms in the Agreement. 7. This Memorandum and Amendment will be governed by and construed and enforced in accordance with the laws of the state in which the Parent Parcel is located without regard to principles of conflicts of law. S. Except as specifically set forth in this Memorandum and Amendment, the Agreement is otherwise unmodified and remains in full force and effect and is hereby ratified and reaffirmed. In the event of any inconsistencies between the Agreement and this Memorandum and Amendment, the terms of this Memorandum and Amendment shall take precedence. 9. Owner represents and warrants to Licensee that the Owner is the sole owner in fee simple title to the Site and easements and the Owner's interest under the Agreement and that consent or approval of no other person is necessary for the Owner to enter into this Memorandum and Amendment. This Memorandum and Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same Agreement. 11. Licensee shall have the right to record this Memorandum and Amendment. [The remainder of this page is intentionally left blank. Signatures to follow.] M146787-A/Addison Oaks County Park 3 IN WITNESS WHEREOF, the parties have executed this Memorandum and Amendment as of the day and year first above written. WITNESSES: Print Name: OWNER: OAKLAND COUNTY PARKS AND RECREATION COMMISSION, a statutory agent of the county of Oakland, a Michigan constitutional corporation By: Michael J. Gingell, Chairperson, Oakland County Board of Commissioners STATE OF MICHIGAN COUNTY OF Acknowledged by Micheal J. Gingell, Chairperson, Oakland County Board of Commissioners before me on the day of ,2015. Signature Printed name Notary public, State of Michigan, County of My commission expires M146787-AJAddison Oaks County Park 4 WITNESSES: LICENSEE: SBA STEEL LLC, a Florida limited liability company Print Name: By: Alyssa Houlihan Vice President, Site Leasing Print Name: STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me on the day of , 2015, by Alyssa Houlihan, Vice President, Site Leasing of SBA Steel LLC, a Florida limited liability company, on behalf of the company and who is personally known to MC. Notary Public Print Name: My Commission Expires: (NOTARY SEAL) M146787-A/Addison Oaks County Park 5 EXHIBIT 'A' Legal description to be incorporated upon receipt of final survey. SITE LEGAL DESCRIPTION All that part of the Northwest 1/4 of Section 33, Town 5 North, Range 11 East, Addison Township, Oakland County, Michigan, described as; Commencing at the Northwest comer of said Section 33; thence South 01 05345" East 2537.09 feet along the West line of said Section 33; thence North 89°1653" East 224.87 feet TO THE PLACE OF BEGINNING OF THIS DESCRIPTION; thence North 00°43'07" West 75.00 feet; thence North 89'1653" East 75.00 feet; thence South 00 043'07" East 75.00 feet; thence South 89 01653" West 75.00 feet to the place of beginning of this description. EXHIBIT B INGRESS AND EGRESS LEGAL DESCRIPTION A 20.00 foot wide license in that part of the Northwest 1/4 of Section 33, Town 5 North, Range 11 East, Addison Township, Oakland County, Michigan, the centerline of which is described as; Commencing at the Northwest corner of said Section 33; thence South 01'53'45" East 2537.09 .feet along the West line of said Section 33; thence North 89°1653" East 224.87 feet; thence North 00°43'07" West 25.00 feet TO 'FHB PLACE OF BEGINNING OF THIS CENTERLINE DESCRIPTION; thence North 87°2116" West 108.16 feet thence North 32 014'49" West 74.56 feet; thence North 0002556" East 9535 feet; thence Westerly 26.57 feet along a 16.77 foot radius curve to the left the chord of which bears North 44'57'36" West 23.88 feet; thence South 89°38'53" West 34.43 feet to the Westerly right of way line of Lake George Road, for the place of ending of this centerline description. M146787-A/Addison Oaks County Park 6 Resolution #15163 June 10, 2015 The Chairperson referred the resolution to the Finance Committee. There were no objections.