HomeMy WebLinkAboutContract 45472-R1A1 CITY sEcRETARYZ�-j�7�
Prepared and Recording Requested by:
Vangard Wireless,LLC
1199 N.Fairfax Street,Suite 700
Alexandria, VA 22314
Record and Return to:
Old Republic Title
Attn: Post Closing
530 South Main Street,Suite 1031
Akron,Ohio 44311
space above for Recorder's use only)
FIRST AMENDMENT AND RENEWAL
TO GROUND LEASE AGREEMENT
This FIRST AMENDMENT AND RENEWAL to the Ground Lease Agreement
(" megdment and Renewal") is made and entered into effective as of the o�o� day of
� 2020 (the "Effective Date") by and between CITY OF FORT WORTH,
TEXAS ("Landlord") and VANGARD WIRELESS, LLC, a Delaware limited liability
company("Tenant").
WHEREAS, Landlord and Tenant are parties to that certain Ground Lease dated
November 1, 2004, by and between Station Venture Operations, L.P., as landlord ("Original
Landlord"), and Tenant (erroneously referred to therein as "Vanguard Wireless") as assigned to
Landlord by Original Landlord by that certain Assignment and Assumption of Leases dated
March 28, 2014 (City Secretary Contract#45472), which documents are referred to collectively
herein as the "Agreement") for certain Premises owned in fee by Landlord in Tarrant County,
Texas. Any capitalized term used in this Amendment and Renewal will have the meaning given
such term in the Agreement, unless specifically defined in this Amendment and Renewal.
WHEREAS, Both parties agree to renew the Agreement for an additional twenty (20)
years pursuant to Section 21 of the Agreement;
WHEREAS, The parties agree to required changes and additions to the Agreement that
will bring the Agreement into conformance with the regulations and laws to which the parties are
bound;
WHEREAS,Both parties also agree to add a separate provision to the Agreement related
to the Tenant's responsibility to ensure against potential radio frequency interference that could
N
AL RECORDECRETARYORTH,TX
affect the public safety services provided by the City on a separate communications tower
adjacent to the Premises and the requirements of the Tenant to remedy any such interference if
they were to occur; and
WHEREAS, Additionally, Tenant requests Landlord approval to sublease space on the
communications tower located on the Premises to a specified cellular network provider as
required under Section 10 of the Agreement.
NOW THEREFORE, in consideration of the Premises contained herein and in the
Agreement and other good and valuable consideration,the receipt and legal sufficiency of which
are hereby acknowledged,the Landlord and Tenant agree as follows:
1) Pursuant to Section 21 of the Agreement, Tenant hereby requests, and Landlord hereby
agrees to accept, the extension of the Term of the Agreement for an additional period of
twenty (20) years commencing on November 1, 2024 and ending on October 31, 2044
(the"Extended Term").
2) Section 9.3 of the Agreement ("Indemnity") is deleted in its entirety and replaced with
the following:
9.3. Indemnity:
TENANT HEREBYASSUMES ALL LIABILITYAND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF
ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT
OF OR IN CONNECTION WITH ITS USE OF THE PREMISES UNDER THIS
LEASE OR WITH THE LEASING, AMINTENANCE, USE, OCCUPANCY,
EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE
EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF LANDLORD, ITS OFFICERS,AGENTS, SERVANTS OR
EMPLOYEES,
TENANT COVENANTS AND AGREES TO, AND DOES TO THE EXTENT
ALLOWED BYLAW, WITHOUT WAIVING ANYDEFENSES PROVIDED BY
LAW, HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND
LANDLORD, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO TENANT'S BUSINESS AND ANYRESULTING LOST
PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY
AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSERTED,ARISING OUT OF OR IN CONIN-ECTION WITH TENANT'S
USE OF THE PREMISES UNDER THIS LEASE OR WITH THE USE,
LEASING,MAINTENANCE, OCCUPANCY,EXISTENCE OR LOCATION OF
THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE
2
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LANDLORD, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
TENANT ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY
LANDLORD FOR ANY AND ALL INJURIES OR DAMAGES TO
LANDLORD'S PROPERTY WHICH ARISE OUT OF OR IN CONNECTION
WITHANYAND ALL ACTS OR OMISSIONS OF TENANT, ITS OFFICERS,
AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CA USED BY THE
NEGLIGENCE OR LWENNTIONAL MISCONDUCT OF LANDLORD, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
3) Section 33 of the Agreement ("Miscellaneous Provisions") is hereby amended by adding
Section 33.12, "Audit,"which states the following:
33.12. AUDIT. Pursuant to Chapter 2, Article IV, Division 3, Section 2-134,
Administration, Powers and Ditties of the Department of Internal Audit, of the
Code of Ordinances of the City of Fort Worth,Tenant shall, until the expiration of
three(3)years after final payment under this Lease,have access to and the right to
examine at reasonable times any directly pertinent books, documents, papers and
records of Landlord involving transactions relating to this Lease at no additional
cost to Tenant. Landlord agrees that Tenant shall have access during normal
working hours to all necessary Landlord facilities and shall be provided adequate
and appropriate work space in order to conduct audits in compliance with the
provisions of this Section. Tenant shall give Landlord not less than ten (10) days
written notice of any intended audits.
4) The Agreement is hereby amended by adding Section 35, "Interference," which states the
following:
35. INTERFERENCE:
Tenant covenants and agrees that its Antennae Facilities, including any
subtenant Antennae Facilities, and their operations on the Premises shall not
damage or interfere with the City's use or operations of the City-owned radio
tower used for public safety services designated by Federal Communications
Commission Antenna Structure Registration (ASR) Number 1048126 which is
adjacent to the Premises. Antennae Facilities are defined as any space on the
Tenant's control tower for the specified type and number of Tenant's or any
subtenant's directional or omni antennae, connecting cables and related
appurtenances. If interference occurs, Tenant will immediately begin to remedy
any cellular or radio frequency interference and undertake all measures
reasonably necessary to correct and eliminate the interference. If the interference
cannot be eliminated within a reasonable amount of time, not to exceed thirty(30)
calendar days, Tenant will be required to immediately cease any action that
3
interferes with the Public Safety Services, If Tenant has not eliminated the
interference within thirty (30) calendar days, Tenant will be considered in default
under the Agreement and the City may terminate this Agreement upon thirty (30)
calendar days'written notice to the other party.
5) Pursuant to Section 10 of the Agreement, Landlord hereby provides its written consent to
Tenant's sublease of a portion of the Communications Tower to New Cingular Wireless PCS,
LLC, a Delaware limited liability company, or any of its affiliates (collectively, "AT&T").
Notwithstanding any such subleasing by Tenant to AT&T, Tenant shall remain fully
responsible for it and AT&T's compliance with the terms of the Agreement.
6) Except as modified by this Amendment, all of the terms and conditions of the Agreement are
ratified and remain in full force and effect. To the extent the provisions of this Extension and
Sublease.Approval are inconsistent with the Agreement, the terms of this Extension and
Sublease Approval shall control. All terms used but not defined herein shall have the
meanings ascribed to such terms in the Agreement. This Extension and Sublease Approval
may not be changed or modified nor may any of its provisions be waived orally or in any
manner other than by a writing signed by the party against whom enforcement of the change,
modification or waiver is sought.
7) Landlord and Tenant agree that this Amendment and Renewal shall be recorded, at Tenant's
sole cost and expense, in the official records of the county/city and state in which the Premises is
located.
8) This Amendment shall become binding and effective only upon the execution and delivery of
this Amendment by both Landlord and Tenant. From and after the effective date hereof, the
terms, covenants and conditions contained herein are binding upon and inure to the benefit of the
parties hereto and their heirs,executors, administrators, successors and assigns.
[signature page following]
4
EXECUTED on this day of oV, day of �-V ,2020
LANDLORD: CITY OF FORT WORTH ;y:
T: VANGARD LESS,LLC
�t�j
Dana Bur hdoff Assistant Ci Man ger
se{
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
A
Mark Bro n(Oct 20,202015:48 CDT)
Name: Mark Brown
Title: Senior Land Agent,Prope"Management Department
APPROVED AS TO FORM
AND LEGALITY:
Thomas Roy Han en
44
Asst. City Attorney
V' ;2
f City Secretary * '
TEXAS
M&C:NA
1295: NA
OFFICPAL RECORD
CITY SECRETARY
FT WORTH,TX
IN WITNESS WHEREOF, the parties have caused this Amendment and Renewal to be
executed by their duly-authorized representatives as of the Effective Date set forth above.
LANDLORD:
CITY OF FORT WORTH,TEXAS
By: PA
Name:
Title:
State of C(►�
County of
��"
On O�dDII:JWZZ, 2020 before me, C�
the undersigned Notary, personally appeared 1
who proved to me on the basis of satisfactory evidence to be the person whose name(o is/a/
subscribed to the within instrument and acknowledged to me that k6/she/thly executed the same
in ls/her/tlir authorized capacity(yets),and that by lsiher/thy/r signature(4 on the instrument
the person(A or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: (Affix Notarial Seal)
7jj
Commission No.:
My Commission Expires: 3-3 1 -ZO - ALA
'-Ite of :2xas
.. 22528
*"G— SELENA ALA -
_:°: Notary Public. State of Texas
A
=� 4p Comm. Expires 03-31-2024 .c
%,�ii•••.��t�.` =; - ate of Texas
�0„fill % Notary ID 132422528 ,es 03-31-2024
-YID 132422528
IN WITNESS WHEREOF, the parties have caused this Amendment and Renewal to be
executed by their duly-authorized representatives as of the Effective Date set forth above.
TENANT:
Vangard Wirele , LJ,C
By:
Name: f \
Title: .Rolli D. Jac son
General Counsel
State of VI/l614A _
County of 4G�G4�2
On �i d U�Q before me. tOut gig
the undersigned Notary, personally appeared . e!1 A-1 ?&r
who proved to me on the basis of satisfactory evidence to be the person(--,j whose namek -)is/.we-
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/thei£authorized capacity(iosjr, and that by I is/her/their signature,(}on the instrument
the persons or the entity upon behalf of which the personks -acted,executed the instrument.
I certify under PENALTY OF PERJURY that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: (Affix Notarial Seal)
Commission No.: I QUINCY AARON BYRD
NOTARY PUBLIC
My Commission Expires:_ REG. #7760902
COMMONWEALTH OF VIRGINIA
MY COMMISSION EXPIRES OCT.31.2021