SR 05-23-2022 5E
City Council
Report
City Council Meeting: May 23, 2023
Agenda Item: 5.E
1 of 4
To: Mayor and City Council
From: Ramon Batista, Police Chief, Police Department
Subject: Approval of Second Modification of Agreement #9798 with DE 100 Wilshire,
LLC for Rooftop Space at 100 Wilshire
Recommended Action
Staff recommends that the City Council:
1. Authorize the City Manager to negotiate and execute a second modification to
agreement #9798 in the amount of $409,000 with DE 100 Wilshire, LLC for
leasing of rooftop space at 100 Wilshire Boulevard for the Police Department.
This will result in a 15-year amended agreement with a new total amount not to
exceed $978,356, with future year funding contingent on Council budget
approval.
2. Adopt a finding of categorical exemption pursuant to Section 15301 (Existing
Facilities) of the California Environmental Quality Act (CEQA) Guidelines.
Summary
The City leases rooftop space at 100 Wilshire Boulevard to house its public safety radio
communication infrastructure. This site is a strategic location for the communications
equipment due to the building’s height, its centrality within the downtown area, and the
building’s existing emergency power equipment. There are no practical alternatives for
relocating the equipment presently installed at 100 Wilshire Blvd and the current license
agreement runs through June 2023. Staff recommends modifying the existing
agreement for an additional five years, through June 30, 2028.
Discussion
The City’s public safety radio communications infrastructure is comprised of equipment
located on the rooftop of 100 Wilshire Boulevard and the Mount Olivette Reservoir.
5.E
Packet Pg. 369
2 of 4
These two locations were selected during the radio system’s engineering process due
to their height and the resulting coverage they provide. The rooftop space located at
100 Wilshire Boulevard is critical to the continued operation of the City’s radio systems.
The building is the ideal height for proper operation of the infrastructure equipment, it is
centrally located in the downtown area, and has the appropriate emergency power
equipment for operation during an electrical outage.
In September 2013, Council authorized a license agreement with Douglas Emmett
1998, LLC, DBA DE 100 Wilshire, LLC., for a term of five years through June 2018, with
an option to extend the agreement for another five years through June 2023. 100
Wilshire continues to be the best location in the City to house the City’s public safety
radio communications infrastructure. Relocating the equipment to a different site that
does not have the same profile and geographic location would degrade communications
for the Police Department, the Fire Department, and the Office of Emergency
Management. The process to relocate the equipment to a new location would also
require a complete system redesign, potentially costing several million dollars. Staff
recommends extending the term of the Rooftop License Agreement for an additional
five-years, securing space through June 2028.
Environmental Review
The extension of the license agreement for communication infrastructure is categorically
exempt from the California Environmental Quality Act (CEQA) under Section 15301 of
the CEQA Guidelines. Section 15301 provides Class 1 (existing facilities) exemption for
projects that consists of the operation, repair, maintenance, leasing, licensing,
permitting, or minor alteration of existing public or private structures, facilities,
mechanical equipment, or topographical features, involving negligible or no expansion
of the existing or former use. The license extension would not result in any modifications
to existing facilities. The existing communications equipment would be maintained and
the extension would not expand or materially change existing facilities or operations.
Therefore, the project is categorically exempt as set forth in Section 15301 of the CEQA
State Guidelines.
5.E
Packet Pg. 370
3 of 4
Past Council Actions
Meeting Date Description
09/10/13
(attachment A)
Council authorized a license agreement for rooftop space at 100
Wilshire Boulevard
08/14/18
(attachment B)
Council authorized an extension to the existing license agreement
at 100 Wilshire Boulevard, resulting in a 10-year amended
agreement with a new total not to exceed $562,156.
03/23/21
(attachment C)
Council authorized a modification to include the utility costs
required for the City’s operation of its communication equipment
with a new total amount not to exceed $569,356.
Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the General Fund to increase
the amount of agreement with DE 100 Wilshire, LLC for rooftop space at 100 Wilshire
Boulevard. Future year funding is contingent on Council budget approval.
Agreement Modification Request
Agreement #
Current
Authorized
Amount
FY 2022-23
Budget
Modified
Request
Amount
Future
Years Dept Account #
Total
Revised
Contract
Amount
9798 $569,356 $2,750 $406,250 01180005.524700 $978,356
Prepared By: Jose Arroyo, Senior Administrative Analyst
Approved
Forwarded to Council
Attachments:
A. Staff Report - September 10, 2013
B. Staff Report - August 14, 2018 (Web Link)
C. Staff Report - March 23, 2021 (Web Link)
D. CT 9798 (Original Agreement)
E. CT 9798 (Renewal Letter)
F. CT 9798 (Modification 1)
5.E
Packet Pg. 371
4 of 4
G. DE 100 Wilshire LLC - Oaks Initiative
5.E
Packet Pg. 372
2/2/2021 New License Agreement for Rooftop Space at 100 Wilshire Boulevard for Public Safety Radio Communication System Infrastructure - City…
https://www.smgov.net/departments/council/agendas/2013/20130910/s2013091003-I.htm 1/3
City Council Meeting: September 10, 2013
Agenda Item: 3-I
To: Mayor and City Council
From: Jory Wolf, Chief Information Officer
Subject: New License Agreement for Rooftop Space at 100 Wilshire Boulevard
for Public Safety Radio Communication System Infrastructure.
Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and
execute a new License Agreement with Douglas Emmett 1998, LLC, a Delaware
company, for lease of rooftop space at 100 Wilshire Boulevard for a five year term, in
an amount not to exceed $263,750.
Executive Summary
The City currently occupies rooftop space at 100 Wilshire Boulevard for the Police
and Fire Department’s radio communication system infrastructure. The rooftop space
has been occupied by the City since 1987 for the purpose of operating the Police and
Fire radio systems. The site is a strategic location for the communications equipment
due to the building’s height, central location in the downtown area, and emergency
power equipment. The new License Agreement would enable the City to continue
using the space through June 2018 and would not exceed $263,750 for a five-year
period.
Background
In 1987, the City was granted permission to use rooftop space at 100 Wilshire
Boulevard for operation of the Police Department’s radio system. Between 1987 and
1999 the City paid an annual rental fee for the space. On March 23, 1999, Council
authorized a License Agreement for the rooftop space at 100 Wilshire Boulevard to
be used for continued operation of the Police and Fire Department’s radio
communication systems. In May 2003, the City executed a First Amendment to the
License Agreement extending the term through June 2008. Since then, the City
continually occupied the rooftop space and paid rental fees annually via a Purchase
Order through FY 2012-13. The parties were otherwise operating under the terms
and conditions of the License Agreement. On May 28, 2013, Council authorized a
Second Modification to the License Agreement. As the parties were going through
the process of executing the Second Modification, and upon further review of the
License Agreement, it was determined that because the original Lease Agreement
expired in June 2008, although annual rental fees were paid, there was no License
5.E.a
Packet Pg. 373 Attachment: Staff Report - September 10, 2013 (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
2/2/2021 New License Agreement for Rooftop Space at 100 Wilshire Boulevard for Public Safety Radio Communication System Infrastructure - City…
https://www.smgov.net/departments/council/agendas/2013/20130910/s2013091003-I.htm 2/3
Agreement in effect to modify. Staff has brought the item back to the Council to make
this clarification and recommends that the City enter into a new License Agreement.
The original License Agreement was with Douglas Emmett Realty Fund 1998, a
California Limited Partnership. That entity is no longer the owner of the property. The
successor in interest is Douglas Emmett 1998, LLC. The proposed new License
Agreement is with Douglas Emmett 1998, LLC.
Discussion
The rooftop space located at 100 Wilshire Boulevard is critical to the continued
operation of the Police Department and Fire Department radio systems. The building
is the ideal height for proper operation of the infrastructure equipment, is centrally
located in the downtown area and has the appropriate emergency power equipment
for operation during an electrical outage.
The Police Department and Fire Department have installed equipment at 100 Wilshire
Boulevard as part of their respective radio system infrastructures that is critical to
proper operation of their systems. There are no practical alternatives for relocating
the equipment presently installed at 100 Wilshire Boulevard. Relocating the
equipment to a different building that does not have the same profile and geographic
location as 100 Wilshire Boulevard would degrade communications for Police and
Fire. In the event a suitable location existed, the process to relocate the equipment to
a new location would require a complete system design, potentially costing several
million dollars.
The annual license fee established in 1999 was $27,300. Since then, annual
increases have ranged between 3% and 4%, as set forth in prior license agreements
by the property owner. In fiscal year 2012-13, the annual license fee was $46,822.
The proposed license fee for fiscal year 2013-14 would be $48,695. The new
proposed license agreement establishes an annual 4% increase through June 2018.
At this time, staff recommends entering into a License Agreement in order to secure
the space through June 2018.
Financial Impacts & Budget Actions
The License Agreement to be awarded to Douglas Emmett 1998, LLC is for an
amount not to exceed $263,750. Funds are available in the FY 2013-15 budget in
5.E.a
Packet Pg. 374 Attachment: Staff Report - September 10, 2013 (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
2/2/2021 New License Agreement for Rooftop Space at 100 Wilshire Boulevard for Public Safety Radio Communication System Infrastructure - City…
https://www.smgov.net/departments/council/agendas/2013/20130910/s2013091003-I.htm 3/3
division 01304. The contract will be charged to account 01304.522620. Budget
authority for subsequent budget years will be requested in each budget for Council
approval. Future funding is contingent upon Council approval and budget adoption.
Prepared by: Eric Uller, Lead Public Safety Systems Analyst
Approved: Forwarded to Council:
Jory Wolf
Chief Information Officer
Rod Gould
City Manager
5.E.a
Packet Pg. 375 Attachment: Staff Report - September 10, 2013 (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 376 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 377 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 378 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 379 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 380 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 381 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 382 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 383 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 384 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 385 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 386 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 387 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 388 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 389 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 390 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 391 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 392 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 393 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 394 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.d
Packet Pg. 395 Attachment: CT 9798 (Original Agreement) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
5.E.e
Packet Pg. 396 Attachment: CT 9798 (Renewal Letter) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
1
FIRST MODIFICATION OF
ROOFTOP ANTENNAE LICENSE AGREEMENT NO. 9798 (CCS)
This First Modification of Rooftop Antennae License Agreement Number 9798 (CCS)
(“First Modification”), entered into as of _________________(“Execution Date”), by
and between the City of Santa Monica (“City” or “Licensee”), a California municipal
corporation, and DE 100 Wilshire, LLC (“Licensor”), a Delaware limited liability com-
pany, as successor-in-interest to Douglas Emmett 1998, LLC, a Delaware limited liability
company, is made with reference to the following:
RECITALS
A. On or about November 11, 2013, the City and Douglas Emmett 1998, LLC, a Del-
aware limited liability company (“Original Licensor”), Licensor’s predecessor-in-in-
terest, entered into that certain Rooftop Antennae License Agreement Number
9798 (CCS) (“Original Agreement”) for the purpose of Licensor granting the City a
revocable non-exclusive license to operate the its radio antenna and communica-
tions room on a portion of the rooftop space (“License Area”) of the office building
owned by Licensor and located at 100 Wilshire Boulevard, Santa Monica, California
90401 (“Building”).
B. On or about October 24, 2018, the City and Original Licensor extended the term
of the Original Agreement for a period of five (5) years. The term of the Original
Agreement was extended to June 30, 2023.
C. Licensor subsequently acquired all of Original Licensor’ interest, right and title in
and to the real property and Building in which the License Area is located, becoming
successor-in-interest to Original Licensor and licensor under the Original Agree-
ment.
D. The City and Licensor now desire to modify the Original Agreement to increase the
fees paid to Licensor to include the utility costs of City’s operation of its communi-
cations equipment in the License Area.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Origi-
nal Agreement as follows:
1. A new Section 1.7, entitled “Monthly Utility Fee”, shall be added to the Original
Agreement. Section 1.7 shall read as follows:
“1.7 Monthly Utility Fee. In addition to the fees described in Sec-
tion 1.6, Licensee shall also pay to Licensor a monthly utility fee set by
DocuSign Envelope ID: DF7864A6-5EE6-4D08-8C08-337242645419
5/22/2021
5.E.f
Packet Pg. 397 Attachment: CT 9798 (Modification 1) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
2
Licensor in an amount consistent with Section 2.1(c)(11) below. The
monthly utility fee shall be reasonably determined by Licensor and/or as
measured by a separate submeter installed by Licensee at its election and
sole cost. Said billing shall be calculated on the usage indicated by such
submeter, and shall be issued by Licensor at the rates charged for such
services by the local public utility furnishing the same, plus any addi-
tional expense reasonably incurred by Licensor in providing said billing.”
2. GTP Acquisition Partners III, LLC is no longer serving as Licensor’s manager of the
License Area. Accordingly as of the date of this First Modification, Licensor’s notice
address shall be amended as follows:
* If to Licensor:
* DE 100 Wilshire, LLC
c/o Douglas Emmett Management, LLC
Attention: Property Manager
100 Wilshire Boulevard, Suite 150
Santa Monica, California 90401
* With a copy to:
* Douglas Emmett Management, LLC
Attention: Director of Property Management
1299 Ocean Avenue, Suite 1000
Santa Monica, California 90401
3. Except as expressly modified by this First Modification, all other terms and condi-
tions of the Original Agreement shall remain in full force and effect.
DocuSign Envelope ID: DF7864A6-5EE6-4D08-8C08-337242645419
5.E.f
Packet Pg. 398 Attachment: CT 9798 (Modification 1) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
3
IN WITNESS WHEREOF, the parties have executed this First Modification as of the
date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City ClerkENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
GEORGE S. CARDONA
Interim City Attorney DILG
City Attorney
LICENSEE:
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
LANE DILG
Interim City ManagerRICK COLE
City Manager
LICENSOR:
DE 100 WILSHIRE, LLC,
a Delaware limited liability company
By: Douglas Emmett Management, LLC,
a Delaware limited liability company,
its agent and authorized signatory
ABC Corporation
#VENDOR
By: _______________________________
SANDI WINTON
DocuSign Envelope ID: DF7864A6-5EE6-4D08-8C08-337242645419
5/22/2021
5/24/2021
5/28/2021
6/1/2021
5.E.f
Packet Pg. 399 Attachment: CT 9798 (Modification 1) (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)
$=L>A12ALE>L3.07:7E.E2L0><?;7.=02LI8E6LE62LA2@G8A2<2=EDL>3LE62L'.9DL$=7E8.E7H2LE62L!7EKL
0><?8;2DL.=1L<.8=E.8=DL02C.8=L8=3>A<.E8>=
L*6.EL8=3>A<.E8>=L7=0;G12DLE62L=.<2L>3L.=KL
?2BD>=L>AL?2AD>=DLI6>L8DLD2298=5L.L?G/;80L/2=238EL$3LE62L?G/:70L/2=237EL7DLD>G56EL/KL
.=L2=E7EKLA.E62BLE6.=L.=L8=17H71G.;L?2AD>=LE62L7=3>B<.E8>=L7=0;G12DLE62L=.<2L>3L2H2AKL
?2AD>=LI6>L8DL.LEBGDE22L/L17B20E>AL0L?.BE=2BL1L>34702BL>AL6.DL2L<>B2LE6.=L.LE2=L
?2A02=EL8=E2A2DEL8=LE62L2=E7EKL
(G/;80L/2=238EDL8=0:G12L
(2AD>=.:LD2AH802DL0>=EA.0EDL8=L2J02DDL>3LL>H2AL.=KL
<>=E6L?2B7>1
).:2L>3L<.E2B7.:L2@G7?<2=EL>ALDG??;82DLE>LE62L!7EKL8=L2J02DDL>3LL>H2AL.L
<>=E6L?2B7>1
(GA06.D2LD.;2L>AL:2.D2L>3LB2.;L?B>?2AEKLE>L>BL3B><LE62L!7EKL8=L2J02DDL>3L
>H2AL.L <>=E6L?2B7>1
&>=
0><?2E7E7H2L3B.=067D2L.I.A1DLI7E6L5A>DDLB2H2=G2L>3LL>BL<>A2L7=L.=K
<>=E6L?2A8>1
%.=1LGD2LH.B8.=02LD?207.:LGD2L?2B<7EL>AL>E62BL2J02?E8>=LE>L.=L2DE./;8D621L:.=1
GD2L?:.=LI62A2LE62L1208D8>=L6.DL.LH.:G2L8=L2J02DDL>3L
+.JL./.E2<2=EL2J02?E8>=L>BL/2=238EL>3L.LH.:G2L8=L2J02DDL>3LL7=L.=KL
<>=E6L?2B8>1 L>B
(.K<2=EL>3L0.D6L>ALD?2072L>3L.L=2ELH.;G2LE>LE62LA208?82=EL>3LL7=L.=KL
<>=E6L?2B7>1
&.<2DL>3L?2BD>=DL>AL2=E8E82DLA2027H7=5L?G/;80L/2=238E L
"#LL-8;D67B2 L%%!L
&.<2DL>3LEBGDE22DL18A20E>ADL?.AE=2BDL.=1L>34802AD L
44), %-4
'*%44("&4 4(*. & 4!*4%4%3*4
4-)42$'/+4 41 %4 *0$$24
44)-*24 #44*'&,'&4
&.<2DL>3L?2AD>=DLI7E6L<>B2LE6.=L.L L2@G8EKL?.AE707?.E7>=L>ALB2H2=G2L7=E2A2DE L
">G5:.DL#<<2EEL(A>?2AF72DL%(L>I=DLL>3LE62L2@G7EKL8=L"#LL-8:D67B2L%%!L
(B2?.B21L/K L 9.84=4ODB@GB@
)75=.EGA2 L
#<.8; L >,DB@GB@2BK7=,G4>>5II0B>
O#&O$"O &O
<3 CAIE-1JO'''''''''O(O
,8E;2 L M4/KH:L5O%:/4O D4G;34@HOO!4/D4H,EN
".E2 L
(6>=2 L
6F?<IO)'''**'''O+O
5.E.g
Packet Pg. 400 Attachment: DE 100 Wilshire LLC - Oaks Initiative (5710 : 2nd Mod - Rooftop Lease 100 Wilshire)