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HomeMy WebLinkAboutR-2025-079 Second Amendment STC Fire Station LocationRESOLUTION NO. 2025-079 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE A SECOND AMENDED SITE AGREEMENT WITH STC FIVE LLC (A/K/A STC) TO EXTEND STC’S USE OF THE FIRE STATION TOWER THROUGH JULY 26, 2037, WITH A THREE PERCENT INCREASE TO THE UNDERLYING PAYMENT TO THE CITY; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City and Sprint Spectrum, L.P. (now known as STC Five LLC, a/k/a “STC”) entered into a PCS Site Agreement dated August 27, 2002 (the “Original Agreement”), the tower at the City’s Fire Station across from City Hall, together with an easement tor ingress, egress and utilities; and WHEREAS, the Site is used for maintaining and operating a communications facility, including tower structures, equipment shelters, cabinets, meter boards, utilities, antennas, equipment, any related improvements and structures and related uses incidental; and WHEREAS, the parties entered into a First Amendment to PCS Site Agreement dated September 1, 2021 (the “First Amendment” and together with the Original Agreement, the “Agreement”), which extended the term of the Original Agreement to July 26, 2027; and WHEREAS, effective July 27, 2027, the annual rent payable under the Agreement shall be Forty-Six Thousand Three Hundred-Seventy and 96/100 Dollars ($46,370.96); and WHEREAS, effective July 27, 2028, and on each anniversary of such date thereafter and continuing for the duration of the Agreement, including all renewals thereof, the rent payable hereunder shall increase by three percent (3%) over the rent due in the immediately preceding lease year; and WHEREAS, the parties desire to enter into this Second Amendment to further extend the term of the Agreement to July 26, 2037, and as otherwise set forth in the attached Second Amended Agreement, incorporated by reference herein, as Exhibit A. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the above “Whereas” clauses are ratified and confirmed, and they are made a part of and incorporated into this Resolution by this reference. 2 RESOLUTION #2025-079 Section 2. That the proper City officials are authorized to execute the attached Second Amended Agreement, extending STC’s use of the tower located at the City’s Fire Station through July 26, 2037. Section 3. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 4. That this Resolution shall be effective 10 days after passage. PASSED AND ADOPTED on May 27, 2025. Motion by Vice Mayor Salvino, second by Commissioner Rimoli. FINAL VOTE ON ADOPTION: Unanimous X Yes No Commissioner Lori Lewellen ____ ____ Commissioner Luis Rimoli ____ ____ Commissioner Archibald J. Ryan IV ____ ____ Vice Mayor Marco Salvino ____ ____ Mayor Joyce L. Davis ____ ____ ATTEST: ELORA RIERA, MMC JOYCE L. DAVIS CITY CLERK MAYOR APPROVED AS TO FORM AND CORRECTNESS: EVE A. BOUTSIS CITY ATTORNEY 1 61002647 v2 BU# 878287; F-2 Dania Beach FD STATE OF FLORIDA ) COUNTY OF BROWARD ) SECOND AMENDMENT TO PCS SITE AGREEMENT THIS SECOND AMENDMENT TO THE PCS SITE AGREEMENT (the “Amendment”) is made and entered into effective as of the last date of execution set forth below, by and between CITY OF DANIA BEACH, having a mailing address of 100 W Dania Beach Blvd., Dania Beach, Florida 33004 (“City”), and STC FIVE LLC., a Delaware Limited Liability Company, having a mailing address of c/o STC USA Inc., Attention: Legal - Real Estate Department, 2000 Corporate Drive, Canonsburg, Pennsylvania 15317 (“STC”). WHEREAS, City and Sprint Spectrum, L.P. entered into a PCS Site Agreement dated August 27, 2002 (the “Original Agreement”), covering certain real property, together with an easement tor ingress, egress and utilities thereto, being more particularly described in Exhibit “A” attached to this Amendment (the “Site”), a memorandum of which Agreement as filed for record on September 11, 2002 in O.R. Book 33777, Page 1636 in the Public Records of Broward County, Florida (the “MOL”); and WHEREAS, the Site is used for maintaining and operating a communications facility, including tower structures, equipment shelters, cabinets, meter boards, utilities, antennas, equipment, any related improvements and structures and related uses incidental; and WHEREAS, the parties entered into that certain First Amendment to PCS Site Agreement dated September 1, 2021 (the “First Amendment” and together with the Original Agreement, the “Agreement”) which extended the term of the Original Agreement to July 26, 2027; and WHEREAS, the parties desire to enter into this Amendment to further extend the term of the Agreement to July 26, 2037 and as otherwise set forth in this Amendment. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Amendment, the receipt and sufficiency of which are acknowledged and agreed upon, the parties agree as follows: 1. AMENDMENTS. The Agreement is amended as follows: (a) Additional Renewal Terms. Section 2 of the Original Agreement, as amended by the First Amendment, is hereby further amended such that the Agreement is extended through July 26, 2037. (b) Consideration. Notwithstanding any provision of Section 3 of the Original Agreement, as amended by the First Amendment, to the contrary, effective July 27, 2027 (it being understood that the rent increase due July 27, 2026 shall take place in accordance with the terms of the First Amendment) in lieu of any other increases in rent set forth in the Agreement: 2 61002647 v2 BU# 878287; F-2 Dania Beach FD (i) Effective July 27, 2027, the annual rent payable under the Agreement shall be Forty-Six Thousand Three Hundred-Seventy and 96/100 Dollars ($46,370.96). (ii) Effective July 27, 2028, and on each anniversary of such date thereafter and continuing for the duration of the Agreement, including all renewals thereof, the rent payable hereunder shall increase by three percent (3%) over the rent due in the immediately preceding lease year. (iii) CITY’s and STC’s obligations pursuant to Section 29 of the Agreement regarding co-location by STC shall continue in full force and effect. (c) Notice. The Agreement is amended to reflect the following changes to City’s notice address: To City: Ana M. Garcia, ICMA-CM City Manager City of Dania Beach 100 W. Dania Beach Boulevard Dania Beach, Florida 33004 With a copy to: Eve A. Boutsis, City Attorney City of Dania Beach 100 W. Dania Beach Boulevard Dania Beach, Florida 33004 2. MISCELLANEOUS. (a) Full Force and Effect. All of the terms. provisions, covenants and agreements contained in the Agreement are incorporated by reference in the same manner and to the same extent as it all such terms, provisions, covenants and agreements were fully set forth in this document City and STC ratify, confirm and adopt the Agreement as of the date of this Second Amendment and acknowledge that there are no defaults under the Agreement, First Amendment or events or circumstances which, with the giving of notice or passage of time or both, would ripen into events of default. Except as otherwise expressly amended, all the terms and conditions of the Agreement shall remain in and continue in full force and effect. In case of any inconsistency between the Agreement, the First Amendment or the MOL and this Second Amendment, the terms and conditions of this Second Amendment shall govern and control. (b) Binding Effect. This Amendment shall be binding upon the heirs, legal representatives, successors and assigns of the parties. The parties shall execute and deliver such further and additional instruments, agreements and other documents as may be necessary to evidence or carry out the provisions of this Amendment. 3 61002647 v2 BU# 878287; F-2 Dania Beach FD (c) Representations and Warranties. City represents and warrants that: (i) City is duly authorized to and has the full power and authority to enter into this Amendment and to perform all of City’s obligations under the Agreement as amended by this document. (ii) STC is not currently in default under the Agreement, and the First Amendment and to City'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 STC under the Agreement. (iii) City 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 and ensure STC’s continuous and uninterrupted use, possession and quiet enjoyment of the Site under this Agreement. (d) All Other Terms Unchanged. Except to the extent expressly amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. (e) Recording. At any time following the execution of this Amendment by the parties, STC, at its cost and expense, shall have the right, at any time during the term of the Amendment, as may be amended from time to time, and for no additional consideration payable to City, to record in the appropriate recording office for land records: (i) a memorandum of this Amendment (“Memorandum”) and City covenants and agrees to execute the Memorandum within thirty (30) days following STC’s written request; and (ii) a notice or affidavit of amendment to lease (each, a "Notice of Amendment to Lease’“) executed solely by STC. Each of the Memorandum and the Notice of Amendment to Lease are intended to provide record notice of the terms of this Amendment (f) Counterparts. This Amendment may be acknowledged and delivered by electronic and digital signatures and in any number of counterparts, and in any number of counterparts, and each such counterpart shall constitute an original, but together such counterparts shall constitute only one instrument. (g) Electronic Signatures. Each party agrees that the electronic signatures of the parties included in this Amendment are intended to authenticate this writing and to have the same force and effect as manual signatures. As used in this document, “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with this Amendment and executed and adopted by a party with the intent to sign such Amendment, including facsimile or email electronic signatures. 4 61002647 v2 BU# 878287; F-2 Dania Beach FD IN WITNESS OF THE FOREGOING, the parties have set their hand and seal as of the last date set forth below. CITY: ATTEST: CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation ELORA RIERA, MMC JOYCE L. DAVIS CITY CLERK MAYOR Date: __________________________ APPROVED AS TO FORM AND CORRECTNESS EVE A. BOUTSIS ANA M. GARCIA, ICMA-CM CITY ATTORNEY CITY MANAGER 5 61002647 v2 BU# 878287; F-2 Dania Beach FD WITNESSES: STC: STC FIVE LLC, a Delaware limited liability company Print Name: By: Global Signal Acquisitions III LLC, a Delaware limited liability company, its Attorney in Fact Print Name: By: Name: Its: Date: _________________________ STATE OF ) COUNTY OF ) The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, on ,2025 by , as ______________________ of GLOBAL SIGNAL ACQUISITIONS III LLC, a Delaware limited liability company, as Attorney in Fact of of STC Five LLC, a Delaware limited liability company. He/she is personally known to me or has produced as identification. My Commission Expires: Notary Public, State of Print Name A-1 61002647 v2 EXHIBIT “A”