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LETTER AGREEMENT
This Letter Agreement ("Letter Agreement") is entered into by and between the City of
Fort Worth ("City"), a home rule municipal corporation with its principal place of business at
1000 Throckmorton, Street, Fort Worth, Texas 76102, and Teletouch Communrcations, Inc.,
("Teletouch") a Delaware corporation, and its wholly-owned subsidiary Progressive Concepts
Incorporated ("PCT"), an authorized reseller of CingularOO Wireless services, d/b/a Hawk
Electronics, a Texas corporation, with its principal place of business at 5718 Airport Freeway,
Fort Worth; Texas 76l 17. Teletouch and PCI are collectively referred to herein as "Provider"
and City and Provider are collectiveiy referred to herein as the "parties."
RECITALS
On or about January 26, 2007, City and PCI previously entered into a Wireless Voice
Service and Equipment Agreement on file and recorded as City Secretary Contract ("CSC") No.
34819, as subsequently amended by CSC Nos. 34819-A1, 34819-A2, 34819-A3, and 34819-A4,
collectively referred to herein as the "Contract."
On or about February 1, 2013, PCI and New Cingular Wireless PCS, LLC (as successor
to Southwestern Bell Wireless, Inc. ("AT&T")), entered into a certain Fourth Amendment
("Fourth Amendment") to a Distribution Agreement dated as of November 12, 1999
("Distribution Agreement") which such Fourth Amendment, attached hereto as Exhibit A and
incorporated into this Leteer Agreement for all purposes, permits Teletouch to transfer its cellular
base to AT&T prior to the November 2014 expiration of the Distr•ibution Agreement, and to
which AT&T has agreed to accept such cellular base and be responsible for providing cellular
service to affected Customers. The City neither consents to nor ratifies any of the provisions of
the Fourth Amendrnent or the Distribution Agreement.
The services provided to the City under the Contract will be affected by such transfer of
Provider's cellular base to AT&T.
The parties now wish to enter into this Letter Agreement to protect each party's interest
undei� the Contract, respectively.
AGREEMENT
1. The Recitals above are hereby incorporated into and made a part of this Letter
Agreement.
2. The parties agree that on or after September l0, 2013 ("transfer date"), Provider shal] be
authorized to transfer approximately 1,955 wireless lines, which are dedicated to the City,
over to AT&T to provide cellular service, maintenance, and repairs ("services"); such
Letter Agreement to CSC No. 34819, as amended
Between City of Fort Worth, Teletouch Communications, Inc. and PCI d/b/a Hawk Electronics
Page ] of 4
wireless lines being specifically designated, identified and mutually agreed to by the
parties.
3. Provider agrees that the City shall not be charged by Provider for services after the
transfer date, except for services which have already been provided prior to the transfer
date. Provider will submit a final invoice to the City for all services for which payment
has not been received and which were provided prior to the transfer date. Payment of the
final invoice shall be due thirty (30) days following receipt.
4. The parties agree that as a result of the transfer of the aforementioned wireless lines to
AT&T, Provider will not require the City to purchase any additional equipment to
continue receiving services from AT&T.
5. The parties agree that this Letter Agreement shall serve as mutual agreement by the
parties to terminate the Contract effective sixty (60) days from the effective date of this
Letter Agreement.
6. Pursuant to Section 14 of the Contract, P►•ovider hereby consents to the City's hiring of
any former employee of Provider who previously p1•ovided ser•vices to the City pursuant
to the Contract.
7. The parties agree that the following Sections of the Contract shall survive termination:
a. Section 5, Disclosure of Conflicts and Confidential Information
b. Section 6, Right to Audit
c. Section 8, Liability and Indemnification
d. Section 14, Solicitation of Employees
8. Within thirty (30) days of execution of this Letter Agreement, Provider shall provide City
with copies (in electronic .pdf format) of all records, invoices, and data necessary for the
City to determine compliance with the Contract, at no additional cost to the City.
9. This Letter Agreement shall be effective upon the last day eaecuted by all parties.
[SIGNATURE PAGE FOLLOWS]
Let[er Agreement to CSC No. 34819, as amended
Between City of Fort Worth, Teletouch Communications, Inc. and PCI d/b/a Hawk Electronics
Page 2 of 4
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Executed on this the �-+�� day of O�te.ber�13.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
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By: ��/�-e`- �`��
`��san Alanis
Assistant�City Manager
Date: 3 � I � �( �
ATTEST: --�,'
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By: / � /� ! /
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Nlary J. K,� ys r r'
City Secretary
TELETOUCH,INC., for its wholly owned
Subsidiary, Progressive Concepts
Incorporated, d/b/a Hawk Electronics
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APPROVED TO FORM AND LEGALITY:
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Maleshia B. Farmer
Senior Assistant City Attorney
Contract Authorization:
M&C: Not Required_
Letter Agreement to CSC No. 34819, as amended
Benveen Ciry ofFort Worth, Teletouch Communications, Inc. and PCI d/b/a Hawk Electronics
Page 3 of 4
EXHIBIT A
FOURTH AMENDMENT TO DISTRIBUTION AGREEMENT
BETWEEN CINGULAR WIRELESS PCS, LLC AND
PROGRESSIVE CONCEPTS, INC.
Letter Agreement to CSC No. 34819, as amended
Between City of Fort Worth, Teletouch Communications, Inc. and PCI d/b/a Hawk Electronics
Page 4 of 4
FOURTH AMEIVDMENT TO DISTRYBUTION AGREEMENT
This Fourth Amendment to Distribution Agreement {"Fourth Amendment") is entered
into effective as of February �, 2013 ("EffecEive Date") by and between New Cingular
Wireless PCS, LLC (as successor to Southwestern Bell Wireless, Inc.), on behalf of itself and its
FCC licensed wireless affilia#es in the Area, ("Company") and Progressive Concepts, inc.
("Distributor"). Company and Distributor are sometimes hereinafter referred to individua]Iy as a
"Party" or collectively as the "Parties".
WHEREAS, the Patties or their predecessors entered into that Distribution Agreement
effective September I, ! 999 ("1999 Distribution Agreement"), as amended by that Amendment
to Distribufion Agreement effective November 12, 1999 ("First Amendment"), as further
amended by that Second Amendment to Distribution Agreement effective June 1, 2007
("Second Amendment"), and as further amended by that Third Amendment to Distribution
Agreement ("Third Amendrnent") together with that Addendum One To Third Amendment to
Distribution Agreement — Transfers ("Addendum Qne") each effective November 23, 2011 (the
1999 Distribution Agreement, First Amendment, Second Amendment, Third Amendment, and
Addendum One are collectively referred to herein as the "Distribution Agreement" or
"Agreement"); and
WHEREAS, Distributor has represented that it is currently in negotiations with various
lenders to finance and/or refinance, in whole or in part, its operations, and has been asked by
various of such potential lenders for clarification as to its ability to accelerate termination of the
Agreement and payment of Transfer Fees or the Purchase Price; and
WHEREAS, Company has agreed to amend the Agreement in certain respects as
specifically provided below;
NOW THEREFORE, in consideration of mutual agreements and understandings
contained herein, the P�rties agree as follows:
1. Terms used herein and not otherwise de�ned shall have the meaning ascribed to them
under the Distribution Agreement.
2. The provisions of Section XVIII [I S] of the Distribution Agreement entitled
"Termination af Agreement" are supplemented with the following:
D. Distributor shall have the right to terminate this Agreement (in whole or
with respect to any one or more submarket(s) (i.e., DFW, ETX, CTX, San Antonio/RSA
19/RSA 20$I, Houston, Austin, and/or Arkansas}) without cause at any time under the
follawing terms and conditions:
1. Distributor must provide written notice to Company of its intent to
exercise its right to terminate under this Section, identifying the scope of such
proposed termination (i.e., whether in eotal or specifying the Applicable
submarkets) (the date Company receives such written notice is the "Notice
Date").
AT&T Proprietary & Confidenfial 1
Not for use or disclosure outside the AT&T companies except under writfen agreement
Distributor must not be in default of the Agreement on the Notice Date.
3. Within thirty (30} days after the Notice Date, Distributor must freeze all
activity on all Applicable accounts (without limitafion this requires that no new
accounts be established, no lines be added, including to any existing accaunt, and
that no changes be made to any equiprnent, rate plans, features or other services)
(the thirtieth (30th) day after the Notice Date is the "Freeze Date"). {As used in
this Fourth Amendment, "Applicable" shall refer to accounts and/or Subscribers
within the geographic scope of the proposed termination under this Section (i.e.,
in total or as to specified submarket(s)}, and Transfers of and/or Transfer Fees
with respect to such Subscribers, and the submarket(s) for which this Section is
exercised if less than in total. For example, if the proposed termination were in
tota[, it would refer to all accounts and/or Subscribers in the Customer Base; if
only for the Hoaston submarket, it would refer only to the accounts and/or
Subscribers in that submarket.) No later than seven (7) days before the Freeze
Date, Distributor will send notice of the transfer to Company (as specified by
Company) to all Applicable S�bscribers in the Customer Base.
4. Within sixty (60) days after the Notice Date (but after the Freeze Date),
Distributor must provide to Company a complete list of all Applicable
Subscribers, grouped by account and billing cycle, providing al) of the
information with respect to each such Subscriber specified in Sectian 2.A of
Addendum One (as frozen as provided in subsection D.3 above, to the extent
applicable}, and any additional information needed as specified by Company (the
date that Company acknowledges in writing Distributor's compliance with this
subsection is the "Start Date").
5. Upon Distributor's compliance with all ofthe requirements specified in
subsections D.1 — D.4 above, Company may begin Transferring Applicable
Subscribers from Distributor to Company on ox af�er the Start Date, and will
complete the process on or before the last day of the caiendar month that includes
the one hundred and fif�ieth (ISOth) day after the Notice Date (the "End Date").
The Transfer Date for each Subscriber shall be the first day after the end of that
Subscriber's billing cycle, but it may be any billing cycle ending after the Start
Date bui before the End Date. Company will be under no obligation to transfer
Subscribers that are on rate plans that do not match rate plans offered by
Company; and, if Company elects to transfer such a Subscriber, it will be placed
on a rate plan offered by Company.
6. Distributor will be responsible for billing and collection frorn each
Applicable Subscriber, and customer support pertaining to such billing and
collecfion, and remittance to Company with respect to Authorized Service
provided to such Subscribers in the Customer Base, and activity on each
Applicable Subscriber's account, tl�rough the day before such Subscriber's
Transfer Date, including without limitation proper return or crediting of all
deposiis. Thereafter (i.e., for service and activity wit� respect to an Applicable
AT&T Proprietary & Confidential 2
Noi for use or disclosure outside the AT&T companies except under written agreement
subscriber's account on and after the Transfer Date), billing, collection and
customer support services with respect to the subscriber shall be the sole
responsibility of Company, and, without limitation, Distributor's rights and
obligations to bill, collect from and provide customer support services to such
subscribers for Authorized Services and to receive or retain any Applicable
Percentage, service fee or other compensation under the terms of the Distribution
Agreement or otherwise with respect to service or activity with respect to such
subscribers or their accounts on or after the Transfer Date shall tertninate.
7. (i) All Transfers prior to the Start Date shall be as provided in
Sections 2 or 3, as applicable, of Addendum One. Subject to fhe ruies and
provisions of the Third Amendmenk and Addendum One, Applicable Transfers on
or after the Start Date shall be treated as Transfers under Section 2 of Addendum
One, except that the Transfer Fee shalt be � I 00 for each qualifying Applicable
Subscriber in Distributor's Customer Base that successfully Transfers billing and
customer support service to Company and is assigned a Transfer Code (the
"Applicable Transfer Fee"). Company will pay to Distributor the Applicable
Transfer Fee on or before the last day of the calendar month following the rnonth
during which the Applicable Transfer is completed, subject to offset against any
and all amounts owed by Distributor to Company under this Agreement or
otherwise, including but not limited to for Company's Percentage, Transfer Fee
chargebacks, EAS commission chargebacks, and equipment receivables. None of
such Applicable Transfers shall be considered to be for the purpose of obtaining
an Unavailable Service or Disputed Service, and all such Applicable Transfer
Fees shall apply and count against the Cap. The Applicable Transfer Fee shall be
charged back if the Transferred Subscriber deactivates service with Company
within 180 days after the Applicable Transfer.
(ii) Within forty-five (45) days after the End Date, subject to offset
against any and all amounts owed by Distributor to Company under this
Agreement or othenvise, including but not ]imited to for Company's Percentage,
Transfer Fee chargebacks, EAS commission chargebacks, and equipment
receivables, Company wiil pay an additional amount for each qualifying
Applicable Subscriber Transferred on or afier the Start Date that has not
deactivated on or before the End Date, computad as follows:
(a) Start with $200 per Applicable Transferred Subscriber;
(b} Adjust as provided in Section 4.B.1 of Addendum One
using the three (3) billing cycle months prior to the month that includes
the Notice Date;
{c) Subtract $] 00 per Applicable Transferred Subscriber paid
pursuant to su6section D.7(i) above.
ATBT Proprietary & Confidential 3
Not for use or disclosure outside the ATB�T companies except under wriiten agreement
(iii} The foregoing is in lieu of the Purchase Price computation under
Section 4 of Addendum One, and no addition amounts shall be owed with respect
to any Applicable Transferred Subscribers.
(iv) The payments under this contingency are subject to the $S.5
million Gap. Irrespective of the number of Transfers before or after the Start
Date, the iotal combined amount paid for Transfer Fees and the amounts specified
in subseciions D.7(i} and D.7(ii) above and any Purchase Price for non-
Appficable Subscribers in the event this Section is exercised for less than all
submarkets (in each instance before any offsets) shal] not exceed $8.S million.
(v) The per-Subscriber chargeback amount for deactivations after the
End Date of Applicable Subscribers Transferred after the Start Date shall be the
total ofthe amounts specified in subsection D.7(i) plus D.7(ii). Forexample, if
the amount computed in subsection D.7(ii) were $90, the chargeback amount
would be $190.
(vi) Company may withhold 20% of the total amount computed in
subsection D.7(ii) above (before any offsets) to cover additional Applicable
Transfer Fee chargebacks. On or before the last day of the month following one
hundred and eighty (180) days after the last Appiicable Subscriber Transfer under
this Section, Company shall pay to Distributor any remaining balance of such
withheld amount, subject to offset against any and all amounts owed by
Distributor to Company under this Agreement or otherwise, including but not
limited to for Company's Percentage, Transfer Fee chargebacks, EAS
commission chargebacks, and equipment receivables.
8. The Final RS Term and the Agreement shall expire and terminate (in total
in the event this Section is exercised in total, or as to the Applicable submarket{s)
in the event this Section is exercised with respect to less than all submarkets) as of
the End Date.
:3, Miscellaneous.
(a) Binding Effect. Except as modifed hereby, the Distribution Agreement shall
remain in full effect and this Fourth Amendment shall be binding upon the Parties
and their respective successors and assigns. If any inconsistency exists or arises
between the terms of this Amendment and the terms of the Distribution
Agreement, the terms ofthis Fourth Amendment shall prevail.
(b) Counterparts. This Fourth Amendment may be executed in multiple counterparts,
each of which shall be deemed to be an original, and all of such counterparts shalI
constitute one document. To faciiitate execution of this Fourth Amendment, the
parties hereto may execute and exchange, by telephone facsimile or electronic
mail PDF, counterparts of the signature pages. Signature pages may be detached
ATB�T Proprietary 8� Confidential 4
Not for use or disclosure outside the AT&z companies except under written agreement
from the counterparts and attached to a single copy of this Fourth Amendment to
physically form one documen#.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Fourth
Amendment effective as of February �, 2013.
THE PARTIES' HANDWRITTEN SIGNATURES BELOW ACKNOWLEDGE THAT THEY
HAVE READ AND UNDERSTAND EACH OF THE PROVISIONS OF THIS FOURTH
AMENDMENT AND THE DISTRIBUTION AGREEMENT AS AMENDED A.ND REVISED
AND AGREE TO BE BOUND BY THEM, TE-iAT NEITHER PARTY HAS MADE OR IS
RELYING ON ANY GUARANTY OR REPRESENTATION, EITHER EXPRESS OR
IMPLIED, AS TO THE AMOUNT OF REVENUE OR PROFIT THAT MAY BE EARNED AS
A RESULT OF THIS AMENDMENT, THAT NEITHER PARTY HAS MADE OR IS
RELYING ON ANY REPRESENTATION OR AGREEMENT BY OR ON BEHALF OF THE
OTHER PARTY IN CONNECTION WITH EXECUTING 'I'H1S 1�'t7Uk'1'H AM�:NUM�N"1',
EXCEPT AS EXPRESSLY SET FORTH HERE[N, AND THAT THE EXECUTION AND
DELIVERY �F, AND PERFORMANCE UNDER, THIS FOURTH AMENDMENT ANU THE
AGREEMENT AS AMENDED AND REVISED WILL NOT CONFLICT W[TH OR RESULT
IN A BREACH OR DEFAULT OF ANY OBLIGATI4N OF SUCH PARTY, INCLUDING
UNDER ANY OTHER CONTRACT OR 1NSTRUM�NT TO WHICH IT IS A PARTY OR BY
VVHICH IT IS BOUND.
Progressive Concepts, Inc.
By:
(Authorized Signature)
Name: Thomas A. Hyde, Jr.
Title: President, CEO
Date: February ,_ _ _ , 2013
New Cingular Wireless PCS, LLC,
on behalf of its FCC licensed wireless affiliates
in the Area
:
(Authorized Signature)
Name: Adam Vital
Title: Vice President, General Manager
Date: February , 2013
AT&T Proprietary & Confidential 5
Not for use or disclosure outside the AT&T companies except under written agreement