HomeMy WebLinkAbout06 WIRELESS AGR'MT W/ T-MOBILE FOR TUSTIN SPORTS PARKAgenda Item 6
AGENDA REPORT Reviewed:
City Manager
Finance Director t'�N/A
MEETING DATE: FEBRUARY 18, 2014
TO: JEFFREY C. PARKER, CITY MANAGER
FROM: JOHN BUCHANAN, DEP. DIRECTOR — ECONOMIC DEVELOPMENT
SUBJECT: COMMUNICATIONS SITE LICENSE AGREEMENT WITH T- MOBILE
WEST LLC FOR EXISTING WIRELESS FACILITIES AT TUSTIN
SPORTS PARK (12850 ROBINSON DRIVE)
SUMMARY
Approval is requested for a Communication Site License Agreement between the City
(Licensor) and T- Mobile West LLC (Licensee) at the Tustin Sports Park.
RECOMMENDATION
It is recommended that the City Council authorize the City Manager to execute the
attached Communications Site License Agreement with T- Mobile West LLC, a Delaware
limited liability company, subject to any non - substantive modifications as may be deemed
necessary by the City Attorney prior to execution of the Agreement.
FISCAL IMPACT
Under the Agreement, T- Mobile West (Licensee) will pay $36,000 per year ($3,000 per
month) for the right to retain existing facilities and antennas at Tustin Sports Park. The
term of the agreement is 10 years with two 5 year options. License payments will be
escalated annually at 4.00 %. Over the initial 10 year term Licensee will pay $432,220, the
City will receive 90% or $388,988; if the Licensee exercises the option to extend through
2033 (total of 20 years), the City will receive $964,810. Consistent with the existing
consulting agreement, ATS Communications will receive 10% of the license payments
through the term of the license including extension periods. The proposed terms and
conditions of the agreement are competitive with market rents for similar carriers providing
voice and data services.
COORELATION TO THE STRATEGIC PLAN
This action correlates to the City's Strategic Plan for Financial Strength (Goal C).
BACKGROUND
Wireless facilities have been located in Tustin Sports Park since 1996, the equipment
facilities are located behind the scoreboard adjacent of Jamboree Road and the antennas
are located on light poles located adjacent to baseball fields. T- Mobile's wireless facilities
City Council Agency Report
February 18, 2014
License Agreement at Tustin Sports Park — T- Mobile West
Page 2
have been in the Park since June 2003; the initial term of the lease was 7 years with five 1
year extensions. Currently, T- Mobile is in the third extension period with the lease expiring in
June 2015. T- Mobile will terminate the existing lease by entering into a license with the City.
Joh A. Buchanan
ty Director, Economic Development
Attachments
COMMUNICATIONS SITE LICENSE AGREEMENT
This Communications Site License Agreement ( "Agreement ") is made this _ day
of 20_ ( "Effective Date ") by and between the City of Tustin, a municipal
corporation, (hereinafter "City "), and T- Mobile West LLC, a Delaware limited liability
company (hereinafter "Licensee ").
City and Licensee (or its predecessor or interest) entered into that certain Ground
Lease dated June 16, 2003 for the Premises, which agreement shall terminate as of the
Effective Date.
1.. GRANT OF LICENSE.
City currently owns property, commonly known as Tustin Sports Park, as legally
described on Attachment No. 1 (the "Property"). City hereby grants a license to Licensee
for the purpose of installing and maintaining, certain communications equipment consisting
of antenna support structure ( "Tower "), antennas, cable runs, radio transmitting and
receiving equipment, conduits, wires, batteries, back -up generators, utility lines and
facilities, storage facilities including walls, fences and gates, telephone facilities,
microwave equipment and associated equipment ( "Licensee's Facilities ") on a portion of
the Property as legally described on Attachment No. 2 (the "Premises ") and as depicted on
Attachment No. 3. Licensee may install up to six (6) panel antennas and associated radio
heads in accordance with this Agreement. City hereby also grants (a) the non - exclusive
right for ingress and egress from and to the nearest public right -of -way, seven (7) days a
week, twenty-four (24) hours a day, subject to any restrictions stated herein, on foot or
motor vehicle, including trucks, and (b) for the installation and maintenance of utility
wires, poles, cables, conduits, and pipes under and along a minimum ten foot (10') wide
right -of -way extending from the nearest public right -of -way (the "Non- Exclusive Site
Access Route ") to the Premises to be approved in form and content in the sole discretion of
the Tustin Parks and Recreation Department as generally depicted in Attachment No. 3,
following notice by Licensee of its intent to access the Licensee Premises or Facilities.
The Tustin Parks and Recreation Department reserves the right to change the Non -
Exclusive Site Access Route at any time, and the Non - Exclusive Site Access Route shall
not remain a fixed location for access purposes. Licensee shall be responsible for
installing and maintaining its required utilities, subject to the limitations set forth in this
Agreement and more particularly described as follows:
1.1 All utility wires, poles, cables, conduits and pipes along or under the Non -
Exclusive Site Access Route shall be below ground, except for transformers and meter
pedestals in the locations generally depicted in Attachment No. 3.
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1.2 Motor vehicles, including trucks shall be limited in their access to
Premises on those portions of the Non - Exclusive Site Access Route that are depicted on.
Attachment No. 3.
1.3 Licensee shall provide twenty-four (24) hours' notice to the City prior to
commencing any maintenance or any other activity or work; provided that no advanced
notice shall be required in the event of an emergency, in which case Licensee shall give
City notice of its access to the Premises as soon as is reasonably practical thereafter.
Maintenance and work hours that will result in interference with the use of the park or
scheduled City activities or programs, shall be subject to review and approval by the City.
Licensee shall not interfere with City scheduled activities within Tustin Sports Park.
TERM.
Unless earlier terminated in accordance with this Agreement, the Term of this
Agreement shall be for a Term of. ten (10) years ( "Initial Term ") commencing upon the
Effective Date herein above written.
LICENSE PAYMENT, CAPITAL CONTRIBUTION, OPERATIONAL
EXPENSES AND SECURITY DEPOSIT.
3.1 License Payment. Licensee shall pay a monthly payment ( "License
Payment ") of Three Thousand and No /100 Dollars ($3,000.00) payable to the City on the
first of each month. The Licensee shall commence payments upon the Effective Date of
this Agreement, provided that the first payment of the License Payment shall be payable
within thirty (30) days after the Effective Date.
If the monthly License Payment is not paid within thirty (30) days after the due
date, and provided Licensee has complied with all applicable notice and cure provisions
herein, a late charge equal to ten (10) percent of such overdue amount shall be paid by
Licensee for purposes of defraying the expense incidental to handling such delinquent
payment, together with interest from the date such payment was due, at the default rate of
ten (10) percent, per annum, compounded annually. License Payments attributable to
partial months shall be prorated on a daily basis. License Payments and other revenue
owing to the City shall be made pursuant to Attachment No. 5, License Payment Direction
Form, or as modified in writing by the City upon notice to the Licensee.
3.2 Capital Contribution. Intentionally omitted.
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3.3 Security Deposit.
3.3.1 Payment and Form of Security Deposit. Within thirty (30) days of the
Effective Date and prior to taking possession of the Premises, Licensee shall pay to City a
Security Deposit in the amount equal to the monthly license fee for three (3) months, or an
amount of Nine Thousand and No /100 Dollars ($9,000.00). In lieu of posting a cash
Security Deposit, Licensee may provide a performance bond to the City of Tustin in the
total amount of Nine Thousand and No /100 Dollars ($9,000), naming the City as covered
obligee.
3.3.2 Performance. Said Security Deposit shall serve as security for the faithful
performance of all Licensee's obligations, and may be applied in satisfaction and /or
mitigation of damages arising from an Event of Default, including but not limited to
delinquent payments, correction of maintenance and repair deficiencies and completion of
construction. Application of amounts on deposit in satisfaction and /or mitigation of
damages shall be without prejudice to the exercise of any other rights provided herein or
by law to remedy an Event of Default.
3.3.3 Maintaining Security Deposit. In the event any or all said amounts are
applied in satisfaction, and /or mitigation of damages Licensee shall immediately deposit
such sums as are necessary to replenish their performance bond or restore the Security
Deposit to the full amount required hereunder.
3.3.4 Return of Security Deposit. Said cash Security Deposit amount shall be
returned or performance bond released upon termination of this Agreement less any
amounts that may be withheld from Licensee for Licensee's failure to perform its
obligations hereunder, provided that in the Event of Default, the entire performance deposit
or performance bond shall be forfeited to the City.
3.4 Property Taxes and Fees. Licensee shall pay all applicable real property
taxes, and /or all possessory interest taxes or fees prior to delinquency thereof. Licensee
shall also pay and discharge punctually, as and when due, any and all taxes upon personal
property, equipment and trade fixtures installed about the Premises. Licensee shall have
the sole responsibility to pay such taxes or fees.
3.5 Utilities. Licensee shall obtain, at its sole cost and expense, any utilities for
the operation of Licensee's Facilities. Licensee will install a separate meter for the
measurement of its power and will pay for utilities used by the Licensee. Licensee shall
promptly pay all assessments, deposits, rents, costs, connections and tap -in fees and other
charges for connection of utilities or installation of utility improvements including any
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charges or fees imposed by any utility company or governmental entity or agency for
making such connections and for service throughout the Term of the Agreement.
4. ANNUAL LICENSE PAYMENT INCREASES.
Monthly payments shall be subject to an annual License Payment increase of four
percent (4 1/o) per year, to be increased on the first anniversary of the Effective Date, and on
each successive anniversary thereafter.
5. LICENSE AGREEMENT EXTENSIONS.
Provided that Licensee is not in default in the performance of this Agreement,
Licensee shall have the option to extend the term of this Agreement for two (2) additional
and consecutive terms of five (5) years each (each a "Renewal Term ") provided that the
City shall have the right to review and modify License terms related to insurance coverage
in any Renewal Tenn per City policy. The monthly License Payment shall be the existing
Licensee Payment as adjusted on an annual basis as described in Section 4, Annual License
Payment Increases. The option(s) to extend the term shall be exercised by written notice
given to the City not less than ninety (90) days prior to the expiration of the Initial Term or
Renewal Term, as the case may be.
6. GOVERNMENTAL APPROVALS.
It is understood and agreed that Licensee's ability to use the Premises is contingent
upon its obtaining all of the certificates, permits and other approvals (collectively the
"Governmental Approvals ") that may be required to comply with Federal and State
Building and Safety Codes including but not limited to the California Building Code and
International Construction Codes, and City zoning and building codes as appropriate,
including any applicable discretionary land use permits such as site plan or use permit
requirements. Licensee may be required by the City Manager or City Manager's designee
or designees (collectively referred to in this Agreement as "City Manager ") to provide
other information in. the planning process such as site plans, design concepts and photo
simulations of the structural plans. Licensee shall have the right (but not the obligation) to
enter the Premises for the purpose of making necessary inspections and engineering
surveys (and soil tests where applicable) and other reasonably necessary tests (collectively
"Tests ") to determine the suitability of the Premises for Licensee's Facilities and for the
purpose of preparing for the construction of Licensee's Facilities. In the event that any of
such applications for such Governmental Approvals should not be approved or any
Governmental Approval issued to Licensee is canceled, expires, lapses, or is otherwise
withdrawn or terminated by the governmental authority are found to be unsatisfactory so
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that Licensee will be unable to use the Premises for its intended purposes, Licensee and
agents representing the Licensee shall have the right to terminate this Agreement. Notice
of Licensee's exercise of its right to terminate shall be given to City Manager in writing by
personal service, or first class mail, or by a nationally recognized courier, and if mailed,
shall be effective upon the mailing of such notice by Licensee. All License Payments
including deposits or fees, if applicable, paid prior to said termination date shall be retained
by the City. Upon such termination, this Agreement shall become null and void and all the
Parties shall have no further obligations, including the payment of money, to each other.
7. LICENSEE'S USE AND MAINTENANCE OF PREMISES.
7.1 Use. Following City's approval of Licensee's Facilities plans and
specifications, Licensee may use the Premises for the provision of mobile /wireless
communications services, including transmission and reception of radio communication
signals on various frequencies providing there is no conflict with the primary purpose of
the City-owned property or City emergency communication activities including, but not
limited to, emergency service responders serving the City (e.g., the City's Police
communication system, the Orange County Fire Authority communication system, and
other emergency communication systems).
Accordingly, Licensee shall have the responsibility to construct, maintain, install,
repair, and operate on the Premises, radio communications facilities, including but not
limited to, radio frequency transmitting and receiving equipment, batteries, utility lines,
transmission lines, radio frequency transmitting and receiving antennas and supporting
structures and improvements.
7.2 Maintenance of Licensee's Facilities and Damage to City Property.
Notwithstanding the foregoing, once the initial improvements are installed, Licensee shall,
as is necessary, be responsible for the replacement, substitution, upgrading and expansion
of its equipment, cables and antennas which comprise Licensee's Facilities and in the
repair and upgrading of the physical structure or communications capabilities of the
Licensee's Facilities, so long as the equipment, cables or antennas remain within the
original physical parameters of the Premises and are consistent with City- approved
building permit plans and specifications. Licensee is responsible for notifying the City as
described in this Section 7 prior to entering the Premises. Licensee shall be responsible for
the cost of any and all damage to City-owned property including but not limited to, turf,
concrete and /or asphalt, buildings and /or appurtenances caused by Licensee. Licensee
shall repair and /or replace said damages. If Licensee fails to repair such damage within
thirty (30) days of its receipt of written notice from City, City may repair and /or replace
such damage at Licensee's cost and expense. Licensee shall pay to City an amount equal
to the amount of said costs which City has invoiced Licensee within thirty (30) days after
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presentation by the City Manager to Licensee of a written invoice and supporting
documentation. If any payment to be made by Licensee is not received, a late charge equal
to ten (10) percent of such overdue amount shall be paid by Licensee for purposes of
defraying the expense incidental to handling such delinquent payment, together with
interest from the date such payment was due, at the default rate of ten (10) percent.
7.3 Noticing on Premises. Licensee shall install any warning signs on or about
the Premises required by federal, state or local law.
7.4 Licensee Maintenance Notification. Licensee shall provide notification to
the City Manager five (5) days prior to any construction work on the Licensee's Facilities
conducted by Licensee or its agents. Said work hours are subject to approval by the City.
Licensee in providing regular maintenance to the Licensee's Facilities shall provide
twenty-four (24) hour notice to the City Manager prior to commencing any maintenance.
Maintenance and work hours that will result in interference with the use of the park or
scheduled City activities or programs, shall be subject to review and approval by the City.
7.5 Licensee Notification for Emergency Repair. Any work or repair of an
emergency nature will require the Licensee to provide notification by telephone to the City
of Tustin, Police Department's Watch Commander at 714.573.3200 or other designee of
the City Manager who is identified by written notice to Licensee.
7.6 Maintenance of Licensee's Facilities. Licensee shall maintain its facilities
and shall make all repairs to the Premises necessitated to keep the Premises clean, safe, and
in a condition that approximates the initially installed. In the event any portion of its
facilities and /or any parts regardless of fault including but not limited to damage caused by
vandalism or Acts of God, except if damage caused by the negligence or willful
misconduct of City, its employees, agents, contractors or volunteers, prove to be defective
or shall require repair or prompt maintenance to prevent further deterioration, Licensee
shall, promptly after receipt of written demand by the City Manager and in no event later
than seven (7) calendar days thereafter, complete such required repair or work and
continuously prosecute the same to completion at its sole cost and expense. Damage
caused by graffiti shall be removed promptly within forty -eight (48) hours after demand by
City Manager to Licensee. This time period for completion of any required work may be
extended with written authorization from the City Manager in its sole discretion. In the
event such authorization is not given and required work and repairs is not completed within
time frames noted herein, or any additional time granted by the City Manager for
completion of work, City shall have the right but not the obligation to take.such actions as
are necessary to complete such work, correct such defect or effect such repair. Any costs
incurred by the City or its contractors in performing such work shall be due and payable by
Licensee within ten (10) calendar days of receipt of written demand therefore by City. If
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any payment to be made by Licensee is not received, a late charge equal to ten (10) percent
of such overdue amount shall be paid by Licensee for purposes of defraying the expense
incidental to handling such delinquent payment, together with interest from the date such
payment was due, at the default rate of ten (10) percent.
8. CITY'S USE OF PREMISES.
8.1 City Business. Notwithstanding this grant of license right to Licensee, City
and the public shall have the right to conduct City business on the Property and within the
Non - Exclusive Site Access Route, excluding the Premises. Nothing in this Agreement
shall impair or impact the ability of the City or the public to use any area adjacent or near
the Premises for any lawful purpose. "City Business" shall include, but not be limited to
the following: maintenance, landscaping, construction, concessionaires, and City
sponsored events, active and passive park activities located on or near the Premises, so
long as the City Business does not interfere with, damage or impair the operation of
Licensee's Facilities. City shall have the right to inspect Licensee's Facilities by providing
at least twenty-four (24) hours' advance notice to Licensee, except in cases of emergency.
8.2 Co- Location. Licensee acknowledges and agrees that City policy is to
provide for co- location of communication tower facilities. Licensee further agrees that
City, and not Licensee, shall retain ownership of any further license rights with respect to
co- location of communication facilities on the Property. Further, City shall retain the
authority and absolute right to enter into a license agreement with other mobile /wireless
communications providers (an "Additional Licensee ") to utilize space on an antenna
supported structure installed by Licensee. City agrees that any subsequent license
agreement for an Additional Licensee, shall include a provision that, as a condition
precedent to using such space, Additional Licensee will reimburse Licensee for a
percentage of Licensee's costs to originally purchase, construct, maintain, repair and
remove the antenna tower structure in any subsequent license agreement and further
provide that the Additional Licensee shall not interfere with the operations of Licensee'.s
Facilities. City Manager shall require that Additional Licensee also reimburse Licensee for
a portion of costs to maintain and repair the antenna. support structure in any subsequent
license agreement. Provisions of any subsequent license to an Additional Licensee shall
also provide that in no event shall Licensee be responsible for any Additional Licensee's
equipment installed upon the antenna support structure.
9. INDEMNITY.
9.1 Licensee Indemnification of City. To the maximum extent permitted by
law, Licensee shall defend, indemnify, and save harmless City and its officers, employees,
and agents from, and shall pay all costs, expenses and reasonable attorney's fees for all
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trial and appellate levels and post judgment proceedings in connection with, any and all
claims and demands, actions, proceedings, losses, liens, costs and judgments of any kind
and nature whatsoever, including expenses incurred in defending against legal actions, for
death or injury to persons or damage to property and for civil fines and penalties to the
extent arising out of the occupation or use of the Premises by Licensee, its employees,
agents, servants, guests, invitees, contractors, or sublessees, including the following:
9. 1.1 Any dangerous, hazardous, unsafe or defective condition, in or on the
Premises, of any nature whatsoever, which may exist by reason of any act, omission,
neglect, or any use or occupation of the Premises by Licensee, its officers, agents,
employees, sublessees, licensees or invitees from commencement of the term of the
Agreement;
9.1.2 Any operation conducted upon or any use or occupation of the Premises by
Licensee, its officers, agents, employees, sublessees, licensees or invitees under or
pursuant to the provisions of this Agreement or otherwise;
9.1.2.1 Any act, omission, or negligence of Licensee its officers,
agents, employees;
9.1.2.2 The loss of, or damage to any property of Licensee by theft
or otherwise; .
9.1.2.3 Any failure of Licensee, its officers, agents, employees or
sublessees to comply with the terms or conditions of this License or any applicable
federal, state, regional or municipal law, ordinance, rule or regulation related to its
use or occupancy of the Premises.
10. INSURANCE.
10.1 Licensee shall provide, or cause its member(s) or contractor(s) to provide,
and maintain at its own expense during the term of the work the following insurance
covering all work under this Agreement. Licensee shall require and verify that its general
contractor maintain insurance meeting all the requirements stated herein. Such insurance
shall be provided with insurers authorized to do insurance business in the State of California,
with a rating of at least A -, VII or better or A, X (if offered by a surplus line carrier)
according to the latest Best's Key Rating Guide, except that the City Manager will accept
Workers' Compensation Insurance rated B -VIII or better or from the State Compensation
Fund. Evidence of such insurance in the form of Certificates and signed Insurer
Endorsements shall be delivered to the City Manager prior to commencing with work. The
Licensee shall provide as follows (1) said insurance shall not be cancelled, except if City is
given at least thirty (30) days advance written notice of any cancellation or termination of
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insurance; (2) commercial general liability insurance shall be primary as to Licensee's
negligence and not contributing with any other insurance maintained by City, and shall name
the City and any related entity of the City, as appropriate, as additional insureds; (3) shall
contain a provision that the insurer waives any right of subrogation against the City insured
parties which may arise by reason of any payments made under a policy and (4) if Licensee
is self insured for Workers' Compensation, Licensee shall submit to City a copy of its
certification of self insurance. All insurance shall be maintained on an occurrence basis and
shall include the following:
10.1.1 Commercial General Liability Insurance. Commercial general
liability and property damage insurance covering the Premises, including automobile
liability insurance, contractual, broad form property damage, and bodily injury or death,
with a combined single limit of not less than $1,000,000 per occurrence with respect to
personal injury or death, and $1,000,000 per occurrence with respect to property damage.
Coverage shall be at least as broad as Insurance Services Office Commercial General
Liability coverage (occurrence Form CG 00 01).
10.1.2 Workers' Compensation Insurance. To the extent that Licensee has
employees, workers' compensation insurance in an amount and form meeting all
applicable requirements of the California Labor Code, covering all employees of Licensee
and all risks to such persons.
10.1.3 Deductibles. All insurance limits shall be without deduction,
provided that the City may permit a deductible amount in those costs where, in its
judgment, such a deduction is justified.
10.1.4 Contractors and Subcontractors. Licensee shall not allow any
contractor or subcontractor to commence work until all insurance required of the contractor
or subcontractor has been obtained. All coverages for contractors and subcontractors shall
be subject to all of the requirements stated herein.
10.1.5 Verification of Coverage. The insurer endorsements required herein
are to be signed by a person authorized by that insurer to bind coverage on its behalf. All
endorsements are to be received and approved by City Manager before or upon Licensee
execution of the Agreement.
10.1.6 Vehicle Insurance. Licensee shall maintain sufficient automobile
liability insurance on any vehicle accessing the Premises and such insurance shall be in the
amount of $1,000,000 per accident for bodily injury and property damage. Coverage shall
be at least as, broad as Insurance Services Office Form Number CA 00 01 covering
Automobile Liability, Code 1 (any auto).
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11. MISCELLANEOUS LICENSEE RESPONSIBILITIES.
11.1 Maximum Permissible Exposure. Licensee shall comply with all present
and future laws, orders and regulations relating to Maximum Permissible Exposure
( "MPE ") and other related health issues directly applicable to its operation of Licensee's
Facilities, as well as the American National Standards Institute (ANSI) standards. Without
limiting the provisions of Licensee's indemnity contained herein, Licensee, on behalf of
itself and its successors and assigns, shall indemnify City, its officials, officers, and
employees from and against all claims of personal injuries due to violation of MPE to the
extent such personal injuries are actually caused by Licensee's Facilities on the Premises.
11.2 Non - Interference by Licensee of City Events. The Licensee shall not
interfere or cause to interfere with activities on adjacent City -owned sites including sports
activities and cultural events. Licensee shall notice the City Manager pursuant to Section
7, Licensee's Use and Maintenance of Premises, of this Agreement regarding maintenance,
repair and installation work.
12. EMERGENCY USE OF SITE.
In cases of emergency, Licensee shall make available to the City police, fire and
emergency services a location for City's communication equipment on Licensee's
Facilities at no cost to City. The City is responsible for maintaining its own equipment.
The space to be made available will not create interference with Licensee's
communications operations. City entities will be afforded 24 -hour access to City's
equipment at the Premises. In addition, the City will be provided "power backup" by
Licensee at the Premises, if available.
13. DEFAULTS.
It shall constitute an Event of Default under this Agreement, if a party (the
"Defaulting Party "):
13.1 Failure to Timely Pay ( "Monetary Default "). Fails to timely pay any sum
required to be paid by the Defaulting Party pursuant to this Agreement.
13.2 Failure to Perform Under this Agreement ( "Non - Monetary Default" ). Fails
to perform, or delays in the performance of, in whole or in part, any obligation required to
be performed by the Defaulting Party as provided in this Agreement.
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13.3 Cure Periods. The other Party (the "Injured. Party") shall give written notice
to the Defaulting Party of such Event of Default at any time after occurrence thereof,
which notice shall state the particulars of the Event of Default. After receipt of such
written notice, a Defaulting Party shall have ten (10) days in which to cure any Monetary
Default. A Non- monetary Default shall be cured (i) within thirty (30) days after receipt of
written notice from the Injured Party, or (ii) at the Injured Party's sole discretion a longer
period of time as may be granted in writing for the cure period if the nature of the cure is
such that it cannot be reasonably accomplished within such thirty (30) day period, but only
if the Defaulting Party has commenced such cure within such thirty (30) day period and
thereafter continuously and diligently pursues the cure to completion to the satisfaction of
the Injured Party.
13.4 Remedies. Upon occurrence of an uncured Default by the Parties, the
Injured Party may:
13.4.1 Terminate the Agreement. By written notice to the
Defaulting Party pursuant to Section 20.9 of this Agreement.
13.4.2 Seek Performance. Seek specific performance of the
obligations under the Agreement.
13.4.3 All Other Rights and Remedies. Exercise any of its rights
and remedies at law or in equity, or otherwise as provided in this Agreement.
14. LICENSEE'S COMPLIANCE WITH ENVIRONMENTAL LAWS.
14.1. Hazardous Materials. Licensee shall not bring any Hazardous Materials
onto the Premises, except for those contained in its back -up power batteries and common
materials used in telecommunications operations. "Hazardous Materials" shall mean any
substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable
federal, state or local law or regulation, including petroleum and asbestos. Licensee will
treat and dispose of any Hazardous Materials brought onto the Premises/Property by it in
accordance with all federal, state and local laws and regulations.
14.2. Licensee Compliance with Regulations. Licensee will be responsible for all
obligations of compliance with any and all environmental and industrial hygiene laws,
including any regulations, guidelines, standards, or policies of any governmental
authorities regulating or imposing standards of liability or standards of conduct with regard
to any environmental or industrial hygiene conditions or concerns as may now or at any
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time hereafter be in effect, that are or were in any way related to the operation of
Licensee's Facilities.
15. CASUALTY
In the event of damage by fire or other casualty to the Premises that cannot reasonably be
expected to be repaired within sixty (60) days following same or' if the Property is
damaged by fire or other casualty so that such damage may reasonably be expected to
disrupt Licensee's operations at the Premises for more than sixty (60) days, then Licensee
may at any time following such fire or other casualty, provided City has not commenced
the restoration required on the Property to permit Licensee to resume its operation at the
Premises, terminate this Agreement upon twenty (20) days' written notice to the City. Any
such notice of termination shall cause this Agreement to expire with the same force and
effect as though the date set forth, in such notice were the date originally set as the
expiration date of this Agreement and the parties shall make an appropriate adjustment, as
of such termination date, with respect to payments due to the other under this Agreement.
If Licensee decides not to terminate this Agreement, the License Payment shall be abated
proportionally to the reduction of use of the Premises as determined by the parties.
16. TERMINATION.
16.1. Compelled Termination. If, during the License Term, there is a
determination made .pursuant to an un- appealable order of a county, state, or national
governmental health agency having proper jurisdiction over Licensee's operations that
Licensee's use of the Premises poses a human health hazard which cannot be remedied and
that Licensee must cease all operations on the Premises, then Licensee shall immediately
cease all operations on the Premises and this Agreement shall terminate as of the date of
such order. In the event the Federal Communications Commission, or any successor
agency, makes a determination which is final and non - appealable or which is affirmed and
becomes final after the exhaustion of all available appeals concluding that Licensee's use
as set forth in this Agreement presents a material risk to the public health or safety and that
Licensee must cease all operations on the Premises, City may terminate this Agreement
upon fourteen (14) days written notice to Licensee.
16.2. Termination by Licensee. Licensee may terminate this Agreement by
notice to City if (i) Licensee does not obtain all permits, consents, easements, non -
disturbance agreements or other approvals (collectively "approval ") reasonably desired by
Licensee or required from any governmental authority or any third party related to or
reasonably necessary to operate, install, maintain, replace, or remove Licensee's Facilities,
or if any such approval is canceled, expires or is withdrawn or terminated without any fault
T- Mobile - Tustin Sports Park License Agmt 12
Site #: LA02338A
of Licensee, or (ii) the Property or Licensee's Facilities are, or become, unacceptable under
Licensee's design or engineering specifications for Licensee's Facilities or the
communications system to which Licensee's Facilities belong, so long as Licensee pays
City a termination fee equal to six (6) months of the then current License Payment as
liquidated damages, or (iii) upon ninety (90) days' written notice by Licensee if Licensee
determines that the Property or Licensee's Facilities are inappropriate or unnecessary for
Licensee's operations due to economic reasons so long as Licensee pays City a termination
amount equal to six (6) months of the then current License Payment, as liquidated
damages, or (iv) City fails to cure a default within sixty (60) days after receipt of written
notice thereof to cure, or upon any longer period as may be granted to City by Licensee
pursuant to Section 13.3. Upon termination, except in the case of a termination for a
Default by City, all prepaid License Payment shall be retained by City. In the event
Licensee abandons its property for ninety (90) days, including, but not limited to, the tower
structure, antennas, support structures, cabling, equipment, radios or any ancillary
equipment, it shall become the property of the City. Abandonment shall be defined as
stoppage of License Payment for three consecutive months. City is under no obligation to
contact Licensee regarding status of Licensee's Facilities during this period.
16.3. Termination by City. In the event that Licensee does not cure an Event of
Default pursuant to Section 13, City may terminate this Agreement, or upon thirty (30)
days prior written notice if City and Licensee fail to agree upon a Relocation Site in accord
with Section 17 of this Agreement.
17. RELOCATION RIGHT BY CITY.
17.1. City Right to Order Relocation. Any time after the expiration of the Initial
Term, the City shall have the one -time right to relocate Licensee's Facilities to alternate
space on the Property to be performed by Licensee or its agents, at the Licensee's sole cost,
to be done in accordance with subsections 17.2 and 17.3 below. Upon relocation of
Licensee's Facilities, the access area and utility rights -of -way areas will be relocated as
required, in the sole discretion of City in coordination with any utility provider, to operate
and maintain Licensee's Facilities. Any relocation of the Licensee's Facilities shall be
consistent with Chapter 3 of Division 4 of the California Public Utilities Code (Section
7901 et seq.) and other sections of the Public Utilities Code, as applicable except that the
provisions of this Section 17.1 shall only remain in force and effect for twenty (20) years.
17.2. Exercising Right to Relocation. City Manager shall exercise City's
relocation right under Section 17.1 above by (and only by) delivering written notice (the
"Notice ") to Licensee. In the Notice, City Manager shall propose an alternate site within
or on the Property to which Licensee may relocate Licensee's Facilities. Licensee shall
T- Mobile - Tustin Sports Park License Agmt 13
Site #!: LA02338A
have sixty (60) days from the date it receives the Notice to evaluate City's proposed
relocation site, during which period Licensee shall have the right to conduct tests .to
determine the technological feasibility of the proposed relocation site. If Licensee fails to
approve of such proposed relocation site in writing within the sixty -day (60) period,
Licensee shall be deemed to have disapproved such proposed relocation site. If Licensee
disapproves such relocation site, then City Manager may thereafter propose another
relocation site by Notice to Licensee in the manner set forth above. If the City Manager
and Licensee fail to find an alternative site for relocation within six (6) months of the
Notice being delivered by the City Manager, this Agreement shall be terminated pursuant
Section 16, Termination. Licensee shall have a period of not more than twelve (12)
months after execution of a written agreement between the parties concerning the location
and dimensions of the Relocation Site to relocate Licensee's Facilities to the Relocation
Site.
17.3. Agreement to Survive Relocation of Licensee's Facilities. Upon relocation
of Licensee's Facilities to the Relocation Site, all references to the Premises herein shall be
deemed to be references to the Relocation Site. City and Licensee agree that the
Relocation Site (including the access and utility right of way) may be surveyed by a
licensed surveyor at the sole cost of Licensee, and such survey will then replace
Attachment No. 2 and become a part hereof and will control or describe the Premises.
Except as expressly provided, City and Licensee hereby agree that in no event will the
relocation of Licensee's Facilities, or any part thereof, under Section 17.1 above, affect,
alter, modify or otherwise change any of the terms and conditions of this Agreement.
18. CONDITION OF PREMISES AT TIME OF TERMINATION.
Upon termination of this Agreement, Licensee shall within thirty (30) days remove
all of its facilities and all personal property and restore the Premises, as defined in this
Agreement, to the condition in which it existed immediately prior to Licensee's
construction on the Premises. City acknowledges that all of the equipment and personal
property of Licensee shall remain the personal property of Licensee and shall not be
deemed fixtures, and Licensee shall have the right to remove such facilities. City Manager
may, at its sole discretion, agree to provide reasonable additional time to remove facilities.
In such event, Licensee shall pay the License Payment as adjusted upward by twenty -five
percent (25 %) until such time as the facilities and personal property are removed. In the
event, the Licensee fails to remove the facilities and personal property as requested by the
City Manager, the City Manager may remove the facilities and personal property at the
cost of the Licensee.
T- Mobile - Tustin Sports Park License Agmt 14
Site #: LA02338A
19. NON - INTERFERENCE WITH PUBLIC COMMUNICATIONS SYSTEMS.
19.1. Non - Interference with Public _ Safety Communication Systems. Before
activating Licensee's Facilities, Licensee shall submit to a post- installation test to confirm
that the "planning and frequency coordination" of Licensee's Facilities was successful in
not interfering with the City of Tustin's Public and Safety radio equipment. The test will
be conducted by the Communications Division of the Orange County Sheriff - Coroner
Department or a Division - approved contractor at the expense of the applicant. This post -
installation testing process shall be repeated for every proposed frequency addition and /or
change to confirm the intent of the "frequency planning" process has been met. Licensee
shall provide a 24 -hour phone number to which interference problems may be reported.
To ensure continuity on all interference issues the name, telephone number, and address of
a "single point of contact" in its Network Operations Center shall be provided to the City
Manager prior to activation of Licensee's Facilities.
19.2. Notes to be Added to Licensee's Submitted Plans. Licensee recognizes that
the frequencies used by the wireless facility located at the Premises are close to the
frequencies used by the City of Tustin for public safety. This proximity will require
extraordinary "comprehensive advanced planning and frequency coordination" engineering
measures to prevent interference, especially in the choice of frequencies and radio ancillary
hardware. This is encouraged in the "Best Practices Guide" published by the Association
of Public- Safety Communication Officials- International, Inc. (APCO) and as endorsed by
the Federal Communications Commission (FCC). Prior to the issuance of any permits to
install the facility, Licensee shall meet in good faith to coordinate the use of frequencies
and equipment with the Communications Division of the Orange County Sheriff - Coroner
Department to minimize, to the greatest extent possible, any interference with the Public
Safety 800 MHz countywide Coordinated Communications System (CCCS). Similar
consideration shall be given to any other existing or proposed wireless communications
facility that may be located on the subject property.
The Licensee shall provide a 24 -hour phone number to which interference
problems may be reported. To ensure continuity on all interference issues the name,
telephone number, fax number, and e-mail address of a "single point of contact" in its
Engineering and Maintenance Departments shall be provided to the City Manager upon
activation of the facility.
20. MISCELLANEOUS PROVISIONS.
20.1 Authority of Signatories. Each undersigned represents and warrants that its
signature herein below has the power, authority and right to bind their respective parties to
each of the terms of this Agreement, and each party shall indemnify the other fully,
T- Mobile - Tustin Sports Park License Agmt 15
Site #: LA02338A
including reasonable costs and attorney's fees, for any injuries or damages incurred in the
event that such authority or power is not, in fact, held by the signatory or is withdrawn.
20.2 Integration and Amendments. The Agreement constitutes the entire
agreement between the Parties pertaining to the subject matter hereof. This Agreement
may not be modified, amended, supplemented, or otherwise changed except in writing
executed by both Parties.
20.3 Partial Invalidity. If any provision of the Agreement is declared to be
invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining
provisions hereof shall not in any way be affected or impaired.
20.4 Rights. The failure of either Party to insist upon strict performance of any
of the terms or conditions of this Agreement or to exercise any of its rights under the
Agreement shall not waive such rights and such Party shall have the right to enforce such
rights at any time and take such action as may be lawful and authorized under this
Agreement, either in law or in equity.
20.5 Governing Law. This Agreement and the performance thereof shall be
governed, interpreted, construed, and regulated by the laws of the State of California, with
venue in Orange County.
20.6 Attorney's Fees. The substantially prevailing party in any legal action or
lawsuit arising hereunder shall be entitled to its reasonable attorneys' fees and court costs,
including appeals, if any.
20.7 Assignment. Licensee shall not assign, collocate within the Premises,
transfer or sublet any right or interest in this Agreement without written approval of the
City Manager which such approval shall not be unreasonably be withheld provided,
however, that Licensee may, without City's Approval, assign its interest in this Agreement
to its parent company, any subsidiary or affiliate of it or its parent company or to any
successor -in- interest or entity acquiring more than fifty percent (50 %) of its stock or assets,
subject to any financing entity's interest, if any, in this Agreement. All other assignments
shall require review and approval by the City. Upon a City- approved assignment, Licensee
shall be relieved of all future performance, liabilities, and obligations under this
Agreement, provided that the assignee assumes all of Licensee's obligations herein.
20.8 No Joint Venture. The Parties acknowledge and agree that this Agreement
shall not be deemed or constructed as creating a partnership, joint venture or similar
T- Mobile - Tustin Sports Park License Agmt 16
Site #: LA02338A
association between the City and Licensee and the relationship between the Parties shall
remain solely that of contracting Parties.
20.9 Notices. Any notice required to be given under this Agreement shall be
provided in writing, unless otherwise indicated, and may be provided by personal service
or first class mail, postage prepaid, or sent next - business -day delivery by a nationally
recognized overnight courier as follows:
To City:
City of Tustin
300 Centennial Way
Tustin, California 92780
Attention: City Manager's Office
With a copy to:
President
ATS Communications
22642 Lambert Street, Suite 402
Lake Forest, CA 92630
To Licensee:
T- Mobile USA, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Attn: Lease Compliance (Site #: LA02338A)
20.10 Time is of the Essence. Time is of the essence with respect to any act to be
performed under this Agreement.
20.11 This Agreement shall be binding upon and inure to the benefit of the parties,
their respective successors, personal representative and assigns.
20.12 Attachments. Attached hereto are the following, all of which constitute part
of this Agreement:
A. Attachment No. 1, Legal Description of Property (Tustin Sports Park)
B. Attachment No. 2, The Premises
T- Mobile - Tustin Sports Park License Agrat 17
Site #: LA02338A
C. Attachment No. 3, Licensee's Facilities and Non - Exclusive Site Access Area
D. Attachment No. 4, Agreement to Conditions Imposed
E. Attachment No. 5, License Payment Direction Form
F. Attachment No. 6, Addendum to Standard Form Communications Site License
Agreement
G. Attachment No. 7, Pre - Approved Assignment Entities
[SIGNATURE PAGE FOLLOWS]
T- Mobile - Tustin Sports Park License Agmt 18
Site #: LA02338A
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
date and year first above written.
ATTEST:
City Clerk
APPROVED AS TO FORM:
By:
X-
ity Attorney
LLC,
ited liability company
Approved as to for
`Car�Lu
Sr. Corporate Counsel
T- Mobile - Tustin Sports Park License Agmt 19
Site #: LA02338A
CITY OF TUSTIN
Lo
City Manager
Attachment No. 1
Legal Description of Property (Tustin Sports Park)
The land referred to in this Agreement is situated in the State of California, County of
Orange, City of Tustin and is described as follows:
Parcel 2 of Parcel Map No. 88 -316, in the City of Tustin, County of Orange, State of
California, as shown on a map filed in Book 262, Pages 45 to 47 inclusive of Parcel Maps,
records of Orange County, California.
Excepting any and all oil, oil rights, minerals, mineral rights, natural gas rights and other
hydrocarbons by whatsoever name known, geothermal steam and all products derived from
any of the foregoing, that my be within or under the property, together with the perpetual right
of drilling, mining, exploring and operating therefore and storing in and removing the same
from the property or any other land, including the right to whipstock or directionally drill and
mine from lands other than the property, oil or gas wells, tunnels and shafts into, through or
across the subsurface of the property and to bottom such whipstocked or directionally drilled
wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to
redrill, retunnel, equip, maintian, repair, deepen and operate any such wells or mines; but
without however, the right to drill, mine, store, explore or operate through the surface or the
upper 500 feet of the subsurface of the property, as reserved by The Irvine Company, a
Michigan corporation in Gant Deed recorded May 21, 1991, as Instrument No. 91- 249110
Offical Records.
Assessor's Parcel Number: 501- 112 -05 thru 12, 501 - 112 -14 & 501 - 112 -16
Tustin Sports Park License Agmt
Site #: LA02338A
Attachment No. 2
The Premises
See the attached:
Drawings dated 07/01/02, Sheets T -1, A -0, C -1 and C -2 identified with Site Information:
Tustin Sports Park.
Drawings dated 9/19/13, Sheets T -1, T -2, A -1, A -2 and A -3 identified with Site Information:
Tustin Sports Park.
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Licensee's Facilities and Non - Exclusive Site Access Area
See the attached drawings dated 07/01/02, Sheets A -I and A -2 identified with Site
Information: Tustin Sports Park and drawings dated 08/07/12, Sheet 1, identified with Site
Information: Tustin Sports Park, LA02338A.
Tustin Sports Park License Agmt
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Attachment No. 4
Agreement to Conditions Imposed
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Tustin Sports Park License Agmt
Site #: LA02338A
Attachment No. 5
License Payment Direction Form
Licensee shall make monthly rent deposits to the following:
Account Name
PSRS ATS Communications - Municipal Lockbox Account
Tax I.D. #
42- 1543928
Bank Contact Name
Mary F. Nauert mnauert@psrs.com
Bank Phone#
858 -522 -1420
Bank FAX#
858 - 514 -2105
Please have the remittances sent to the following address:
Pacific Southwest Realty Services
Attn: Mary F. Nauert
8840 Complex Drive, Suite 101
San Diego, CA 92123
City of Tustin Authorization:
Tustin Sports Park License Agmt
Site #: LA02338A
Attachment No. 6
Addendum to Standard Form Communications Site License Agreement
[NONE]
Tustin Sports Park License Agmt
Site #: LA02338A
Attachment No. 7
Pre - Approved Assignment Entities
Please see the attached letter dated 11/29/12 and the following documents detailing the entity
history of the site:
• Certificate of Amendment to Articles of Organization for a Nevada Limited Liability
Company dated 02/15/05 for the Pacific Bell Wireless, LLC name change; and
• State of Delaware Certificate of Merger of Domestic Limited Liability Company into
a Domestic Corporation dated 06/17/09 for the T- Mobile West Corporation and TMO
CA/NV Holdings LLC merger; and
• State of Delaware Certificate of Conversion from a Corporation to a Limited Liability
Company Pursuant to Section 18 -214 of the Limited Liability Company Act dated
06/25/12 on behalf of T- Mobile West LLC; and
• State of Delaware Limited Liability Company Certificate of Formulation dated
06/25/12 on behalf of T- Mobile West LLC; and
• Officer's Certificate dated 10/17/12 from T- Mobile USA, Inc. demonstrating the
subsidiaries of T- Mobile USA, Inc.
Tustin Sports Park License Agmt
Site #: LA02338A
• - Mobile •-
December 3, 2013
City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
Re: The proposed Communications Site License Agreement by and between the City of
Tustin and T- Mobile West LLC (the "Agreement ")
Site Name: Tustin Sports Park — LA02339A
Dear City Manager:
In connection with the parties entering into the above - mentioned Agreement, this letter
will serve to explain T- Mobile's successor history:
• As of February 15, 2005, Pacific Bell Wireless, LLC changed its name to TMO
CA/NV LLC.
o Attached is the Certificate of Amendment to Articles of Organization
reflecting the name change filed with the Nevada Secretary of State.
• TMO CA/NV LLC is a wholly owned subsidiary ofTMO CAlNV Holdings LLC.
• As of June 30, 2009, TMO CA/NV Holdings, LLC merged into T- Mobile
Corporation with T- Mobile West Corporation as the surviving entity.
o Attached is the Certificate of Merger filed with the Delaware Secretary of
State reflecting this merger.
• As of June 25, 2012, T- Mobile West Corporation converted from a corporation to a
limited liability company and changed its name to T- Mobile West LLC.
o Attached is the Certificate of Conversion from a corporation to a limited
liability company and Certificate of Formation on behalf T- Mobile West LLC
filed with the Delaware Secretary of State reflecting the conversion and name
change.
This letter confirms that as of June 25, 2012, T- Mobile West Corporation is no longer in
existence. T- Mobile West LLC remains a wholly owned subsidiary of T- Mobile USA, Inc. and
has retained T- Mobile West Corporation's federal EIN. As the successor in interest to T- Mobile
West Corporation, the new entity (1) remains under the same control as the old entity, and (2)
retains all the same assets (all of the leases with T- Mobile West Corporation are transferred to T-
Mobile West LLC) and liabilities as the old entity.
Additionally, the connection between Pacific Bell Wireless, LLC and Cingular Wireless
is that Pacific Bell Wireless, LLC used the fictitious business name "Cingular Wireless" as
evidenced by the Fictitious Business Name Statement filed with the County Clerk's Office on
May 30, 2001 (a copy of the Fictitious Name Statement is attached).
Should you have any questions concerning the above, please feel free to call me at (949)
567 -6864.
Sincerely,
&Lh
Carolyn Luong
Senior Corporate Counsel
Enclosures
DEAN HELLER
0 Secretary of State
204 Noah Cam n Street, Sups 1
Carson City, Nevada 88701-4299
(776) 684 6708
Website: secretwyofstate.biz
LLA446 -1999
be
M6901
Date Filed::
2/15/2005 11:40:39 AM
In the office of
Dean Heller
Secretary of State
hMomint Read Affached 1ASflUC1knS befm compktrn9 form. ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Organization
For a Nevada Limited- Liabiilty Company
(Pursuant to NRS 86.221)
1. Name of limited - liability company: Pacific Bell Wireless, LLC
2. The company is managed by (check one): Q managers or F-1 members
3. The articles have been amended as follows (provide articles numbers, if available):*
AMENDMENT ONE: Article 1, NAME - The name of the Company
is as follows: TMO CA /NV, LLC
AMENDMENT TWO: Article 4, MANAGEMENT - The Manager of the Company shall be David
A. Miller, 12920 S8 38th Street, Bellevue, WA 98006
4. Signature (m9 alt be igned by at least one manager or by a managing member).
Signature
vL
' 1) If amending company name, it must contain the words 'Limited - Liability Company, "Llmited Company,* or
'Limited' or the abbreviations *Ltd.,"LLC.,' or'LC. , 'LLC' or 'LC.' The word 'Company' maybe abbreviated as
'Co.'
2) if adding managers, provide names and addresses.
FILING FEE: $175.00
iMPORTANT: Failure to Include any of the above information and submit the proper fees may
cause this filing to be rejected.
SUBMIT IN DUPLICATE
This form must be aceamponlod by approprfare fees. See attached fee schedule. Nevada Saernhry al Swa w EaNnomy9Aa3
Rushed Get I W3"3
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS-A,TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
"TMO CA /NV HOLDINGS LLC ", A DELAWARE LIMITED LIABILITY
COMPANY,
WITH AND INTO "T— MOBILE WEST CORPORATION" UNDER THE NAME OF
:::::a:::.�r.T- MOBILE,, WEST CORPORATION.. "..,;::,A.:: CORP_ ORATION..> ORGANLLED ..:�iND :...:...:.:..:......... .
..... ............................... _............... ...........................__.. _ _. _... .. _.... ................ ., _. ............ ..... ........ . .............. ..... ..... ......... .._._._.................... ............................... .
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS.RECEIVED
AND FILED IN THIS,OFFICE THE TWENTY —SIXTH DAY OF JUNE, A.D.
2009, AT 7:30 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTIETH DAY OF
JUNE, A.D. 2009, AT 9:50 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
2516821 8100M
090655179
You may verify this certificate onaine
at corp.dela"are.gov /authvor,shtm2
Jeffrey K Bullock, Secretary of State
AUTHEN C TION: 7390367
DATE: 06-29-09
Secretary of State
Division of Corporations
Delivered 07:40 PM 0612612009
FILED 07:30 PM 0612612009
SRV 090655179 - 2516821 FILE
STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC LIMITED LIABILITY COMPANY
INTO A
DOMESTIC CORPORATION
Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6,
Section 18 -209 of the Delaware Limited Liability Company Act, the undersigned
corporation executed the following Certificate of Merger:
FIRST: The name of the surviving corporation is T-Mobile West: Corporation
, a Delaware Corporation, and the name of the
limited liability company being merged into this surviving corporation is
:::.::. :::::::: ......:.::;:::::TMO...CAINV -:H4 ,DING,.S, ....LLC.......
.................... ... .. .
SECOND: The Agreement of Merger has been approved, adopted, certified, executed
and acknowledged by the surviving corporation and the merging limited liability
company.
THIRD: The name of the surviving corporation is
T- Mobile West Corporation
FOURTH: The merger is to become effective on June 30, 2009• at: 4.50 p. m. EDT
FIFTH: The Agreement of Merger is on file at I2920 Ss 38th Street
Bellevue, WA 98006 , the place, of business of the surviving corporation.
SIXTH: A copy of the Agreement of Merger will be furnished by the corporation
on request, without cost, to any stockholder of any constituent corporation or member
of any constituent limited liability company.
SEVENTH: The Certificate of Incorporation of the surviving corporation shall be it's
Certificate of Incorporation
IN WITN M, WHEREOF, said Corporation has caused this certificate to be signed by
an authorized officer, the 17th day of June ,A,D., 2009
By:
A orized Officer
Name :David A. Miller
Print or Type
Title: Senior Vice President,
General Counsel and Secretary
8- ,o04.2
Delaware First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERT'I'FY THAT THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE
CORPORATION UNDER THE NAME OF "T- MOBILE WEST CORPORATION" TO A
DELAWARE S,IMITED LIABILITY COMPANY, CHANGING ITS NAME FROM
"T MOBILE WEST CORPORATION" TO "T- MOBILE WEST LLC ", FIZED IN
THIS OFFICE ON THE TWENTY -FIFTH DAY OF JUNE, A.D. 2012, AT 8:03
O'CLOCK A.M.
2616821 8100V
120770831
You may vorify this cortificato oniine
at corp.de1avare,gov 1authvor,9htm1
Jeffrey K Bullock, secretary of State
AUTHEN K,C TION: 9665511
DATE; 06- 25-12
State of Delaware
Secretary of State
Division of Corporations
Delivered 08;03 AM 0612512012
FILED 08:03 AM 0612512012
SRV 120770831 - 2516821 F7LS i
STATE OF DELA WARE j
CERTIFICATE OF CONYERSION 1
F'RONI A CORPORATION TO A
LIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18 -214 OF THE LIMITEDUABILITY COMPANY ACT
1', The jurisdiction where the corporation first formed is Delaware.
21 The jurisdiction immediately prior to filing this certificate is Delaware.
i.
1 The date the coi -poration first fonned is June 1 G, 1995.
4, The name of the corporation immediately prior to filing this certificate is T-
Mobile West Corporation.
5, The name of the limited liability company as set forth in the Certificate of
Formation is T- Mobile West LLC.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion
on June 25, 2012 as of 8:00 a.m. EST.
By
David A. Miller, Authorized Person
Defaware PAGE 2
2re .first State-
X, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND
CORRECT CO.F'Y OF CERTIFICATE OF FORMATION OF "T- MOBILE WEST LLC"
FILED IN THIS OFFICE ON THE TWENTY -FXFTH DAY OF JUNE, A.D. 2012,
AT 8:03 O CLOCK A.M_
.,
2516821 8100V
120770831
You may verify this cort1ficate online
at corp.delaware.gov/authver.shtml
Jeffrey W. Bullock, Secretary of state
AUTHEN C TION: 9665521
DATE: 06 -25 -12
State of Delaware
Secretary of State
Division or Corporations
Delivered 08;03 AM 0612512012
FTLED 08:03 AM 0612512012
SRV 120770831 - 2516821 FILE
STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE, OF FORMATION
1. The name of the limited liability company is T- Mobile West LLC.
2. Tho address of its registered office in the State of Delaware is 2711 Centerville
Road, Suite 400, Wilmington, DE 19808. The name of its registered agent at such address is
Corporation Service Company.
IN WITNESS WFTFUOF, the undo signed has executed this Certificate of Formation on
June 25, 2012 at 8:00 a.m. EST.
13y�z� Gi
David A. Miller, Authorized Person
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