AMENDMENT TWO UMA WITH CROWN ATLANTIC COMPANY.PDF

AMENDMENT TWO TO MONOPOLE USE MANAGEMENT AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
CROWN ATLANTIC COMPANY LLC
THIS AMENDMENT TWO TO MONOPOLE USE MANAGEMENT AGREEMENT
("Amendment Two") is entered into between Maricopa County, a political subdivision of the
State of Arizona (the "County"), and Crown Atlantic Company LLC, a Delaware limited liability
company, ("User"), hereinafter sometimes individually referred to as "Party" or together as
"Parties."
WHEREAS, pursuant to the authority granted under A.R.S. §11-933, a Monopole Use
Management Agreement was entered into on October 29, 1999 and amended as referred to
hereinbelow (hereinafter referred to as the "Agreement") between the County and User for
the construction, maintenance and operation of a "Wireless Communication System" located
at Lake Pleasant Regional Park (Site # 800612); and
WHEREAS, by Amendment One (C-30-15-004-M-00) dated October 22, 2014, User
exercised two five (5)-year renewal options of the Agreement effective October 29, 2014 and
expiring on October 28, 2024, and the proper name of User was clarified, among other
things; and
WHEREAS, the Parties now desire to enter into this Amendment Two to the
Agreement to add five (5) renewal options of five (5) years each, to include an amended
payment schedule and to waive User's overpayment to the County.
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree to further amend the Agreement as follows:
I. INCORPORATION OF RECITALS
The Recitals set forth above by this reference shall be incorporated herein and made a part
of this Agreement.
II. PARAGRAPH 2 TERM
Delete Paragraph 2, Term, in its entirety and replace with the following:
2. Term:
This Amendment Two shall be effective on the date the Maricopa County Board of
Supervisors executes this Amendment Two. The initial term of the Agreement was
fifteen (15) years, commencing on October 29, 1999 and expiring on October 29,
2014. Upon expiration of the initial term, by Amendment Two, User exercised two
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Site Name: AZ LAKE PLEASANT CAC 800612
Business Unit* 800612

options to renew of five (5) years each. Upon the expiration of the two (2) renewal
terms, this Agreement will automatically renew for three (3) additional renewal terms
of five (5) years each, with the final lease renewal expiring on October 28, 2039, upon
the same terms and conditions unless the User notifies County in writing of User's
intention not to renew this Agreement at least sixty (60) days prior to the expiration of
the then-current term. The Agreement, including this Amendment Two, is subject to
termination pursuant to the provisions of A.R.S. § 38-511, the provisions of which are
incorporated herein by this reference.
It is specifically agreed that the Agreement and Amendments, including Amendment
Two, constitute a Monopole Use Management Agreement and do not convey any
ownership interest in the described land.
II. SECTION 3.0 PAYMENT
Delete Section 3.0, Payment, of the Agreement in its entirety and replace with the following:
3.0 Payment
User per year shall pay to County an annual base fee and secondary user fees in
accordance with the published fee scheduled in Exhibit E "Payment Schedule
(Amended)," attached hereto and incorporated herein by this reference. The base fee
is defined as the primary fee for land use.
Commencing on October 29, 2016, in addition to the annual base fee paid by User to
County pursuant to the Agreement, User agrees to pay to County Ten Thousand and
No/100 Dollars ($10,000.00) (the "Secondary Existing User Fee") annually per
existing sublicensee located on the communications facility as of the date of
Amendment Two, which are AT&T and T-Mobile (the "Secondary Existing Users").
Commencing on October 29, 2017, and on the anniversary of that date each year
thereafter, the Secondary Existing User Fee shall increase by an amount equal to
three percent (3%) of the Secondary Existing User Fee in amount for the preceding
year. Such Secondary Existing User Fee shall be paid for the Secondary Existing
Users only, which are currently located on the communications facility. County will
continue to receive Secondary Existing User Fees for each separate Secondary
Existing User as long as User is under contract with each Secondary Existing User
and receiving a separate payment from each Secondary Existing User.
Commencing on October 29, 2016, in addition to the annual base fee paid by User to
County pursuant to the Agreement, if User subleases, sublicenses or grants a similar
right of use or occupancy in the property to an unaffiliated third party other than the
Secondary Existing Users ("Secondary Future Users"), User will pay to County, for
each Secondary Future User, twenty percent (20%) of the rental, license or similar
payments actually received by user from such sublease or sublicense (excluding any
reimbursement of taxes, construction costs, installation costs, revenue share
reimbursement or other expenses incurred by User) ("Secondary Future User Fee")
within thirty (30) days after receipt of said payments by User.
User shall have no obligation for payment to County of such share of rental, license
or similar payments if not actually received by User. If any sublicense expires or
terminates for any reason, User shall no longer be obligated to pay a Secondary
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Site Name: AZ LAKE PLEASANT CAC 800612
Business Unit #: 800612

Existing User Fee or Secondary Future User Fee for such sublicense. Non-payment
of such rental, license or other similar payment by a sublicensee shall not be an
event of default under the Agreement. User shall have sole discretion as to whether,
and on what terms, to sublease, license or otherwise allow occupancy of the
property, and there shall be no express or implied obligation for User to do so.
County acknowledges that County shall have no recourse against User as a result of
the failure of payment or other obligation by a sublicensee,
Failure of the User to make timely payments will subject this Agreement, including
Amendment Two, to termination in accordance with Section 3.2 hereinbelow. Upon
execution of this Amendment Two, User agrees to waive County's repayment of any
overpayment User previously made to County for the period of October 29, 2016
through October 28, 2017.
3.1 SECONDARY/SUBLICENSE LEASES:
Once per calendar year, County may submit a written request to User for a business
summary report pertaining to User's Secondary/Sublicense payment obligations for
the prior twelve (12) month period and User shall provide such written accounting to
County within sixty (60) days after User's receipt of such written request.
3.2 TIMELINESS:
User shall send all revenue payments to:
Maricopa County Parks and Recreation Department
Attn: Contract Administrator
Unit Operations Center
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
User shall make punctual payments to County through its Parks Department of all
amounts due under this Amendment. Payments will be due and owing under this
Agreement, including this Amendment Two, pursuant to Section 3 and Exhibit E.
Payments not received within the time period on Exhibit E will be deemed late. Late
payments will subject User to administrative penalties of ten (10%) percent of the
amount billed or due and owing and interest at the statutory rate from the due date.
In addition, failure to make timely payments will be deemed a default of this
Agreement, including this Amendment Two, if the delinquency is not cured within
thirty (30) days of receipt of written notice from County of said delinquency. In the
event of litigation to enforce this provision (collection or default), the prevailing party
shall recover its reasonable attorneys' fees and costs in such proceeding.
III. SECTION 3.3 WAIVER OF REPAYMENT OF FEES
Add Section 3.3, Waiver of Repayment of Fees, to the Agreement to read as follows:
The User's internal account analyst team performed an analysis that revealed an
overpayment to the County in the amount of $37,660.53 from secondary fees for the years
2011 through 2014. This analysis was verified by County as an overpayment. Upon
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Site Name: AZ LAKE PLEASANT CAC 800612
Business Unit #: 800612

execution of this Amendment Two, User agrees to waive County's repayment of this
overpayment of $37,660.53.
IV. SECTION 18. DEFAULT AND TERMINATION
Add paragraph to Section 18 Default and Termination, to the Agreement to read as follows:
The Parties acknowledge that this Agreement is subject to cancellation pursuant to
the provisions of A.R.S. §38-511. The Parties acknowledge that the User may
terminate with one (1) year's written notice if it is determined by the User and
approved by County, such approval not to be unreasonably withheld, that the property
is no longer appropriate for locating the communication equipment for economic,
environmental or technological reasons, including, but not limited to signal
interference. User shall provide details and supporting documentation of its reason for
termination in the written termination notice.
V. COUNTERPARTS
This Amendment Two may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.
Faxed, ernailed and copied signatures are acceptable as original signatures.
VI. REMAINING TERMS OF AGREEMENT
The foregoing paragraphs contain all the changes made by this Amendment Two. All other
terms and conditions of the Agreement shall remain unchanged and in full force and effect.
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Site Name: AZ LAKE PLEASANT CAC 800612
Business Unit #: 800612

DATED THIS DAY OF ,2016.
MARICOPA COUNTY CROWN ATLANTIC COMPANY, LLC
BOARD OF SUPERVISORS
Chairman Date By: Date
Lisa A. vn Ck
Name: Nt
Title:
ATTEST:
Clerk of the Board Date
Approved as to Form:
Deputy County Attorney Date
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Site Name: AZ LAKE PLEASANT CAC 800612
Business Unit #: 800612

EXHIBIT E — PAYMENT SCHEDULE (AMENDED)
Lake Pleasant Monopole Payment Schedule
Annual Secondary Existing
User Fee $10,000 each with
Annual Escalation at 3%
Contract Annual Annual Secondary Future User Fee
Year Period Base Fee Escalation Total Base @ 20% Due Date
4%
1 10129/1999 - 10/28/2000 $20,000.00 $0.00 $20,000.00 4/29/1999
2 10/2912000 - 10/28/2001 $20,000.00 $800.00 $20,800.00 9/29/2000
3 10/29/2001 - 10/28/2002 $20,800.00 $832.00 $21,632.00 9/2912001
4 10/2912002 - 10/28/2003 $21,632.00 $865.28 $22,497.28 9/29/2002
5 10129/2003 - 10128/2004 $22,497.28 $899.89 $23,397.17 9/29/2003
6 10/2912004 - 10/28/2005 $23,397.17 $935.89 $24,333.06 9/29/2004
7 10/29/2005 - 10/28/2006 $24,333.06 $973.32 $25,306.38 9/29/2005
8 10/2912006 - 10/28/2007 $25,306.38 $1,012.26 $26,318.64 9/29/2006
9 10129/2007 - 10/28/2008 $26,318.64 $1,052.75 $27,371.38 9/29/2007
10 10/2912008- 10/28/2009 $27,371.38 $1,094.86 $28,466.24 9/29/2008
11 10/29/2009 - 10/28/2010 $28,466,24 $1,138.65 $29,604.89 9/29/2009
12 10/29/2010 - 10/28/2011 $29,604.89 $1,184.20 $30,789.08 9/29/2010
13 1012912011 - 10/28/2012 $30,789.08 $1,231.56 $32,020.64 9/29/2011
14 10/29/2012 - 10/28/2013 $32,020.64 $1,280.83 $33,301.47 9/29/2012
15 10/29/2013 - 10/28/1014 $33,301.47 $1,332.06 $34,633.53 9/29/2013
5%
16 one-time premium payment $10,000.00 9/29/2014
16 10/29/2014 - 10/28/2015 $34,633.53 $1,731.68 $36,365.21 9/29/2014
17 10/29/2015 - 10/28/2016 $36,365,21 $1,818.26 $38,183.47 9/29/2015
18 10/29/2016 - 10/28/2017 $38,183.47 $1,909.17 $40,092.64 9/29/2016
19 10/2912017 - 10/28/2018 $40,092.64 $2,004.63 $42,097.27 9/29/2017
20 10/29/2018 - 10/2812019 $42,097.27 $2,104.86 $44,202.13 9/29/2018
21 10/29/2019 - 10/28/2020 $44,202,13 $2,210.11 $46,412.24 * 9/29/2019
22 10/29/2020 - 10/28/2021 $46,412.24 $2,320.61 $48,732.85 9/29/2020
23 10/29/2021 - 10/28/2022 $48,732.85 $2,436.64 $51,169.50 9/29/2021
24 10/29/2022 - 10/28/2023 $51,169.50 $2,558.47 $53,727.97 * 9/29/2022
25 10/29/2023 - 10/28/2024 $53,727.97 $2,686.40 $56,414.37 * 9/29/2023
26 one-time premium bump 10%
26 10/29/2024 - 10/28/2025 $56,414.37 $5,641.44 $62,055.81 9/29/2024
5%
27 10/29/2025 - 10/28/2026 $62,055.81 $3,102.79 $65,158.60 * 9/29/2025
28 10/29/2026 - 10/28/2027 $65,158.60 $3,257.93 $68,416.53 9/29/2026
29 10/29/2027 - 10/28/2028 $68,416.53 $3,420.83 $71,837.35 * 9/29/2027
30 10/29/2028- 10/28/2029 $71,837.35 $3,591.87 $75,429.22 9/29/2028
31 10/29/2029 - 10/28/2030 $75,429.22 $3,771.46 $79,200.68 * 9/29/2029
32 10/29/2030- 10/28/2031 $79,200.68 $3,960.03 $83,160.72 9/29/2030
33 10/29/2031 - 10/28/2032 $83,160.72 $4,158.04 $87,318.75 9/29/2031
34 10/29/2032 - 10/28/2033 $87,318.75 $4,365.94 $91,684.69 9/29/2032
35 10/29/2033 - 1,0/28/2034 $91,684.69 $4,584.23 $96,268.92 9/29/2033
36 10/29/2034 - 10/28/2035 $96,268.92 $4,813.45 $101,082.37 ' * 9/29/2034
37 10/29/2035 - 10/28/2036 $101,082.37 $5,054.12 $106,136.49 * 9/29/2035
38 10/29/2036- 10/28/2037 $106,136.49 $5,306.82 $111,443.31 * 9/29/2036
39 10/29/2037 - 10/28/2038 $111,443.31 $5,572.17 $117,015.48 9/29/2037
40 10/29/2038 - 10/28/2039 $117,015.48 $5,850.77 $122,866.25 9/29/2038
*Payment amounts for Contract Years 18-40 to be determined in accordance with Section 3.0
Payment in the Agreement as amended by this Amendment Two
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Site Name: AZ LAKE PLEASANT CAC 800612
Business Unit #: 800612