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Home My WebLink AboutContract 50273-CS1 CONSENT TO SUBLICENSE CITY SECRETARY �� R.� C'%D\TRAOwT N0. This consent by American Tower Management, LLC, a Delaware limited liability company ("Licensor"),to sublicense("Consent to Sublicense"),is made and entered into as of the latter signature date hereof, by and between Licensor and City of Fort Worth, a Texas municipality ("Licensee") with reference to a certain contemplated sublicense of Ground Space by and between Licensee and Aqua Metric Sales Company a registered d/b/a of Thirkettle Corporation("Sublicensee"). RECITALS A. Licensor and Licensee executed a License Agreement on July 19, 2012 (hereinafter referred to as the"Master License"),covering Licensee's right to install,maintain and operate certain equipment in the "Licensed Space," as defined in the Master License at Licensor's tower facility ("Tower Facility") with the following information: Site Name: Roanoke TX Site Number: 89201 Address of Tower Facility: 2601 Highway 114, Fort Worth,TX 76177 Tower Facility Coordinates: 330 1'44.82" N, 970 18'4.62" W B. Licensee desires to sublicense a portion of the Ground Space of the Licensed Space as shown on the site plan attached hereto as Exhibit A, to Sublicensee, and Sublicensee desires to accept a sublicense pursuant to the terms reflected in the sublicense agreement(the"Sublicense"). Licensor is willing to consent to the Sublicense on the terms and conditions set forth herein. NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration the receipt and legal sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Consent to Sublicense. Licensor hereby consents to the Sublicense and the transactions contemplated therein,however, Licensor's consent to the Sublicense does not include: (i) Any further or other sublicensing of the Licensed Space; (ii) Any sublicensing of any other portion of the Tower Facility or any sublicensing of space located on the Tower; (iii) The sublicensing or assignment by Sublicensee under the Sublicense; or (iv) Any improvement or alteration to the Licensed Space without Licensor's prior written consent. 2. Continuing,Liability. Licensee acknowledges that: (i) Licensee shall enter into an agreement with Sublicensee indicating Licensee's intention to share a portion of the Ground Space licensed to Licensee with Sublicensee, and which Sublicense shall at all times be subject and subordinate to the Master License and bound by the restrictions and covenants therein; and a 5 6 7 89 r Licensee will remain liable for, and will not be released from, the full performance of all >> terms and conditions of the Master License and,to the extent permitted by Applicable Law, Q �a will indemnify, defend and hold harmless Licensor against claims arising from any breach CL G� �� committed by, or acts or omissions by, Sublicensee arising under the Sublicense; and � o OFFICIAL.RECORD CITY SECRETARY FT.WORTH,TX 68L95 CONSENT TO SUBLICENSE (iii) Licensor will be entitled to pursue all remedies available in the event of Licensee's breach of the Master License, without regard to the performance or nonperformance of the terms of the Sublicense by Sublicensee; and (iv) Licensee waives any objection that Licensee may be entitled to raise under the terms and conditions of the Master License to the installation of Sublicensee's equipment within the Licensed Space; and (v) Licensee agrees that if the installation of Sublicensee's equipment in the Licensed Space creates a physical or technological limitation on Licensee's ability to modify or install all or a portion of the equipment that Licensee is permitted to install under the Master License, such limitation shall not be deemed a breach or an event of default by Licensor under the terms of the Master License and Licensor shall have no obligations or liabilities to Licensee in connection therewith. 3. Miscellaneous. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. Licensor and Licensee agree that a scanned or electronically reproduced copy or image of this Consent to Sublicense shall be deemed an original and may be introduced or submitted in any action or proceeding as a competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce or tender an original, executed counterpart of this Agreement and without the requirement that the unavailability of such original, executed counterpart of this first be proven. This Consent to Sublicense constitutes the entire agreement of the Licensor and Licensee relating to its subject matter and replaces any prior negotiations, representations, agreements and understandings of the parties with respect to such matters. Capitalized terms used herein, unless otherwise defined, are intended to have the same meaning and effect as that set forth in the Master License. IN WITNESS WHEREOF, each party in consideration of the mutual covenants contained herein, and for other good and valuable consideration,intending to be legally bound,has caused this Consent to Sublicense to be executed by its duly authorized representative as of the date and year written;provided, however, that this Consent to Sublicense shall not become effective as to either party until executed by both parties. LICENSOR LICENSEE American Tower Management,LLC City of Fort Worth a Delaware limiteo-Pability company a Texas municipality Print N e: Richard Rossi print Name: 3 C5ckS C R kPA ice President Le al LL / Its: Its: �fJT• C1�T� ` �1'�" Date: Date: 3�' CONSENT TO SUBLICENSE RECOMMEND APPROVAL: By: Name: Title: CONTRACTS COMPLIANCE MANAGER By Signing,I acknowledge that I am the person responsible for monitoring and administration of this contract, including ensuring all performance and reporting requirements. Madelene Ra alko, P.E. Senior Professional Engineer APPROVED AS TO FORM AND LEGALITY: By: Jessica Sar svang Assistant pity Attorney II Form 1295 Certification No. N/A O ATTEST: O� .RT By: Ma K yse City Secretary `�•,�, �XAS CONTRACT AUTHORIZATION: , M&C: N/A OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX CONSENT TO SUBLICENSE EXHIBIT A SITE PLAN DEPICTING SUBLICENSE AREA SIz PLAN NOTE:: THIS SI_PLAN FEPGESV4TS THE BEST PRESENT KNCIALEDGE A:'A�LABLE TO THE ENGIN-CER AT THE TIME Of THIS DESIGN.THE CONTRACTOR SHALL ASIT THE VIE fRICR)CON VR: CTICN AND YEAIF:ALL EiD rM CONCITONS:rELATED TO THE SCOPE OF WORK FOR THIS PROJECT. ICE Er,=,ME.CABLE LADDER COAX PORT,.4NO COAX CABLE.ARE SHOWN=OR REFERENGS ONLY.CONTRACTOR SHALL CONFIRM THE EXACT LOCATION OF ALL EROPOSED.AND EMSTNY EQUIPMENT ANC STRUCTURES M-PICTED ON TH S PL4h.BE--ORE INSTALUNG WN PORTS OR ANY OTHER EQUIPMENT,CONTRACTOR SHALL -,=-MFY Iii MPECTS OF THE U:WONENTS MEET THE AT'-:3PECf'iGATONS. S IT 3 THE RESPCNSIELITY OF THE CONTRACTOR TO 00CM14ATE W{TH THE AQLNi'E'RIC SALES COMPANY REE AND LOCAL VTILITY COMPANY EOR THE INSTALAT?ON OF CCAP:URS.CONDUCTORS.BREAKERS,0ISCOfNiECT8,OR ANY OTHER EQUIPNEN'REQW RED FOR ELECTRICAL aEROCE.ALL ELECTRICAL.•NORr(SH{y1 BE PERFD;M%D IN ACCORDANCE WMH LATEa EDITION OF THE STATE AND NATIONAL CCOES,ORDINANCES AND REGULATIONS AMICABLE TO THIS PRO•ECT. Pc OPOSED AQUA METRIC EQUIPMENT 4'f+FRAIJE WTHIN ISEE ESTI FOR EIECTRICAU —a—r—r—�. r—r—r—c c—•��.;—rte,;� FROFO6ED HONER OCNCWT E11'lSTlh'G POLIETI PAAEL i_ eX157AG PCA'TiIGVNI! —•—�k1'i,`. •p�pprsr •_r __c EXLSJ,Va1V� •�a_ +, COAX CABLE EXIS?1YG!C.�!?RIDGE f7 p.) WAM�£XA7NUC �1 S1A4FILIEM ❑ i EXISTBW FOWER H� / LDETAILED SITE PLAN SCALE11-11ylucl') r-E'(22x3&)