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Home My WebLink AboutContract 51180-A1 C1 Licensor Site Name/Number:Elizabeth Creek/309145 R C C E N E D Licensor Contract Number: 598380 MAR 2 7 2020 Licensee Site Name/Number:Elizabeth Creek/309145 CITY OF FORT WORTH CITY SECRETARY FIRST AM UENDMENT TO CSC 51180 I Y SE-aREiARY .. ELIZABETH CREEK LICENSE AGREEMENT�0;I,,g l; �T N®. I I S 0 -A I This First Amendment (the "First Amendment") to that certain License Agreement dated November 20, 2017 by and between American Tower Asset Sub LLC and Aqua Metric Sales Company,a registered d/b/a of Thirkettle Corporation(the"Agreement"),is made and entered into as of the latter signature date hereof,by and between American Tower Asset Sub,LLC,a Delaware limited liability company(the"Licensor")and City of Fort Worth,a Texas municipality,successor by assignment to Aqua Metric Sales Company,'a registered d/b/a of Thirkettle Corporation (the "Licensee") (collectively,the"Parties"). RECITALS WHEREAS,Licensor owns a certain communications tower and leases a certain parcel of land located at 16211 Hwy 114, Justin, TX 76247 known to Licensor as the Elizabeth Creek, TX tower site(the"Tower Facility"); and WHEREAS, The Agreement, as amended, was assigned to the City of Fort Worth as the current Licensee and is known as City Secretary Contract No. 51180; and WHEREAS, Licensor and Licensee entered into the Agreement for the use of a certain portion of the Tower Facility; and WHEREAS,the Parties desire to modify the terms of the Agreement to change the Monthly License Fee to be payable on an annual basis. NOW THEREFORE, in consideration of the foregoing promises and for other good and valuable consideration, the receipt and sufficiency of which'is hereby acknowledged, the Parties hereto agree as follows: 1) Notwithstanding anything to the contrary contained in the Agreement, effective upon the full execution of this First Amendment to City Secretary Contract No. 51180,Licensee will pay the twelve Monthly License Fee payments for each year in a single payment, payable in advance of each anniversary of the Commencement Date of the Agreement. The Monthly License Fee payments owed from the effective date of this First Amendment through the anniversary date of the Commencement Date of the Agreement will be paid within 60 days of the effective date of this First Amendment. The Commencement Date for the Elizabeth Creek site was established as November 20,2017. 2) Capitalized terms contained herein,unless otherwise defined,are intended to have the same meaning and effect as that set forth in the Agreement. 3) All other terms and provisions of the Agreement remain in full force and effect. FT. WOMNIk Licensor Site Name/Number: Elizabeth Creek/309145 Licensor Contract Number: 598380 Licensee Site Name/Number: Elizabeth Creek/309145 IN WITNESS WHEREOF, the Parties hereto have set their hands to this First Amendment to that certain License Agreement as of the day and year written below: LICENSEE: LICENSOR: City of Fort Worth, a Texas American Tower Asset Sub, LLC, a municipality Delaware limited liability company By: Name: Daniel Broe Title: Senior Counsel Date: l 2//Q ( ZD/9 By: Dana Burghdoff k4ezkw.Assistant City Manager Date: S(Z? (Z02,0 APPROVA COMM NDED: By: ahris Hard Water Director Date: bq APPROVED AS TO FORM AND LEGALITY: By: John trong ° = h Assistant City Attorney II , `a ry `' 'E" ATTE ; Mary J. Kayser City Secretary �IVA� Ce-J, - OFFICIAL REcc—�Git� I CITY SECRFTAR�r FT. WORTH TX 2 Licensor Site Name/Number: Elizabeth Creek/309145 Licensor,Contract Number: 5983 80 Licensee Site Name/Number: Elizabeth Creek/309145 Contract Authorization: M&C: NA 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. By: Madelene Rafalko,P.E. MyH2O Program Manager NWRY , Tx 3 Assigned Contract CITY SECRETS CONTRACT NO, ASSIGNMENT OF AGREEMENTS This Assignment of Agreements (this"Assignment")is entered into as of the date set forth below between Aqua Metric Sales Company, a registered d/b/a of Thirkettle Corporation, a California corporation ("Assignor"), and the City of Fort Worth ("Assignee") (Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties"). RECITALS: A. Assignor, as "Consultant" or "Contractor", and Assignee, as "City" or "Client", entered into that certain Professional Services Agreement (the "PSA") on or about October 14", 2016. B. Assignor has entered into one or more agreements with third parties in connection with its performance of the services set forth in the PSA(the "Agreements", as more specifically set forth on Exhibit"A", attached hereto and incorporated herein). C. Concurrently with the execution of this Assignment, Assignor has conveyed the Agreements to Assignee, and in connection with such conveyance,Assignor has agreed to assign the Agreements to Assignee. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration in hand paid by Assignee to Assignor,the receipt and sufficiency of which are hereby acknowledged and confessed by Assignor, Assignor and Assignee hereby agree as follows: 1. Assignor's Assignment. Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER the Agreements to Assignee, its successors and assigns; TO HAVE AND TO HOLD the Agreement attached hereto, together with all and singular the rights and appurtenances thereto in anywise belonging,.unto Assignee, its successors and assigns forever; and Assignor does hereby bind itself, its successors and assigns forever, so that neither Assignor, nor Assignor's successors or assigns, shall at any time hereafter have, claim or demand any right or title to the Agreements, or any part thereof. 2. Further Assurances. Assignor hereby agrees to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts and assurances as Assignee may reasonably require to perfect Assignee's interest in the Agreements. 3. Assignee's Duty. It is specifically agreed that Assignor shall not be responsible for the discharge and performance of any duties or obligations to be performed and/or discharged in connection with the Agreements after the effective date hereof By acceptance of this Assignment and by execution hereof, Assignee accepts and agrees to perform all of the terms, eo enants and conditions in connection with the Agreements required to be performed thereunder, f 6m".and after the effective date hereof, but not prior thereto. EcE1vEp ti,..,. ort�oAtwo�� f�'/. K� CI c�S�CF�fA�Y �y �e4J 4. Assinor's Indemnity. It is further agreed that Assignee shall not be responsible for the discharge and performance of any duties or obligations required to be performed and/or discharged in connection with the Agreements prior to the effective date hereof. In such regard Assignor agrees to indemnify and hold harmless Assignee, inclusive of attorneys' fees and court costs, from and against losses incurred by Assignee as a result of claims brought against Assignee, as Assignor's successor in interest to the Agreements,relating to causes of action arising from any failure by Assignor to perform or discharge the obligations of the landlord under the Agreements prior to the effective date hereof. 5. Binding Agreement. This Assignment is binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WIIEREOF, Assignor and Assignee have caused this Assignment to become effective the 1"day of September 2018. ASSIGNEE: ASSIGNOR: CITY OF FORT W0?gH AQUA METU�StON2A By: ,��--- L By: �?.w Jesus J. Chapa Name: Michael Cartwright Assistant Cit Marta er Title: Vice P sidenj of Operations Date: —A61 Date: Contract Compliance Manager By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensu . g all performance and reporting requirements. Name: M lhol c� ►'1 c, )�A�a,\1w Title: S�ni�� P��tsSi�`i��1 �h5►�eef APPROVE AS TO FORM AND LEGALITY: Jessica San vang Senior Ass t City Attorney O RT Form 1295:N/A ATT B ry Kayser City Secretary XPS M&C#N/A