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Home My WebLink AboutContract 51182-A2 �r r R�(,L1vGD Licensor Site Name/Number:Euless II-DFW Airport/9088 G 202� Licensor Contract Number:644773 Licensee Site Name/Number:Euless II-DFW Airport/9088 ��rry SECP�AR SECOND AMENDMENT TO CSC 51182 EULESS II-DFW AIRPORT LICENSE AGREEMENT CITY SECRETARY CONTRACT NO. 51130 -A of This Second Amendment (the "Second Amendment") to that certain License Agreement dated May 7, 2018 by and between American Towers LLC and Aqua Metric Sales Company, a registered d/b/a of Thirkettle Corporation, as amended by that certain First Amendment to License Agreement dated July 19, 2018 (collectively,the "Agreement"), is made and entered into as of the latter signature date hereof, by and between American Towers 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 11095 Trinity Boulevard, Euless, TX 76040-7714 known to Licensor as the Euless #2/DFW Airport 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. 51182; 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 Second Amendment to City Secretary Contract No. 51182, 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 beginning on the first anniversary of the Commencement Date of the Agreement. The Monthly License Fee payments owed from the effective date of this Second Amendment through the anniversary date of the Commencement Date of the Agreement will be paid within 60 days of the effective date of this Second Amendment. The Commencement Date for the Euless II DFW site was established as May 7,2018. 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 a Fde ec .FPCIA RECORD TY SECRETARY FT WORTH, TX Licensor Site Name/Number:Euless II-DFW Airport/9088 Licensor Contract Number:644773 Licensee Site Name/Number: Euless II-DFW Airport/9088 IN WITNESS WHEREOF, the Parties hereto have set their hands to this Second Amendment to that certain License Agreement as of the day and year written below: LICENSEE: LICENSOR: City of Fort Worth, a Texas American Towers LLC, a Delaware limited municipality liability company By: -,- Name: Daniel roe Title: Senior counsel Date: r (o /Zo 20 By: Dana Burghdoff �i Assistan City Manager Date: -Z-7 W APPR VAL RECOMMENDED: B hri and Water Director Date: APPROVED AS TO FORM AND LEGALITY: / " By: Johnfi. Strong ` ,�►, *ti:' Assistant City Attorney IIZ ATTES By: Mary J.Kayser City Secretary ''' N0 R id OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX Licensor Site Name/Number:Euless II-DFW Airport/9088 Licensor Contract Number:644773 Licensee Site Name/Number:Euless II-DFW Airport/9088 Contract Authorization: j M&C: NA \(o 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: adele Rafa ko,P.E. MyH2O Program Manager r-orAi �V� � ��c��c�OT fop hifornwai'dMl HoxT f o r mo o naftive DocuSign Envelope ID: 10B361CF-4FA7-4322-92BE-0064D9098824 Licensor Site Name/Number:EULESS#2/DFW AIRPORT/9088 Licensor Contract Number: 644773 Licensee Site Name/Number: Euless#2-DFW Airport/9088 FIRST AMENDMENT TO LICENSE AGREEMENT This First Amendment (the "First Amendment") to that certain License Agreement dated May 7, 2018 by and between American Towers 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 Towers LLC, a Delaware limited liability company (the "Licensor") and 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 11095 Trinity Blvd., Fort Worth, TX 76040 more commonly known to Licensor as the EULESS #2 / DFW AIRPORT tower site (the "Tower Facility"); 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. 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 in the Agreement, Licensor and Licensee agree that the Commencement Date of the Agreement shall be April 27, 2018. 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. [SIGNATURES APPEAR ON THE NEXT PAGE] [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] 1 DocuSign Envelope ID: 10B361CF-4FA7-4322-92BE-0064D9098B24 Licensor Site Name/Number: EULESS#2/DFW AIRPORT/9088 Licensor Contract Number: 644773 Licensee Site Name/Number:Euless#2-DFW Airport/9088 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: Aqua Metric Sales Company a American Towers LLC, a Delaware registered d/b/a of Thirkettle limited liability company Corporation DocuSigned by: 1DocuSigned by: �j�, �,_ 12EFC39OEll �FC416 YjP IVIQIyB B 450Y• Y• pq�rrn�a•rat i7nhi ncnn Name: n1i c ae cartwr�g t Name: Title: operations Title: r counsel us iower. Date: July 18, 2018 Date: july ' 2018 13= Certificate Of Completion Envelope Id: 1OB361CF4FA7432292BECO64D9098B24 Status:Completed Subject:THIRKETTLE CORPORATION@11095 Trinity Blvd9088-WTI/Customer#9088/-DFW Airport(12594283) Project Number: 12594283 Source Envelope: Document Pages:2 Signatures:2 Envelope Originator: Certificate Pages:5 Initials:0 Kimberly Phillips AutoNav:Enabled 116 Huntington Ave#1100 Envelopeld Stamping:Enabled Boston,MA 02116-5749 Time Zone:(UTC-05:00)Eastern Time(US&Canada) kimberly.phillips@americantower.com IP Address: 198.245.174.12 Record Tracking Status:Original Holder:Kimberly Phillips Location:DocuSign July 17,2018 kimberly.phillips@americantower.com Signer Events Signature Timestamp Paul Morrison Completed Sent:July 17,2018 Paul,morrison@aqua-metric.com Viewed:July 17,2018 Security Level:Email,Account Authentication Signed:July 17,2018 (None) Using IP Address:174.206.32.248 Electronic Record and Signature Disclosure: Accepted:July 17,2018 ID:3fcc6961-6c41-4b42-aa24-8aaf5a3ea86b E11-11g-d ny:Michael CartwrightSent:July 17,2018 Michael.cartwright@aqua-metric.com Viewed:July 18,2018 Operations 2EFc390E1DFC416... Signed:July 18,2018 Security Level:Email,Account Authentication (None) Using IP Address:73.175.161.85 Electronic Record and Signature Disclosure: Accepted:July 18,2018 ID:6c33ce23-acdf-4b81-882d-5aaa0121a82a ATC Execution Review Completed Sent:July 18,2018 legal.administration@americantower.com Viewed:July 18,2018 Legal Coordinator Signed:July 18,2018 Security Level:Email,Account Authentication Using IP Address:198.245.174.12 (None) Electronic Record and Signature Disclosure: Accepted:July 18,2018 ID:b747587b-f3c7-4bf9-9147-8898d4464654 Margaret Robinson Y o signeahy: Sent:Jul 18,2018 ��,„� margaret.robinson@americantower.com EAc ,4r (VObv"d"'`^ � Viewed:July 19,2018 Sr Counsel US Tower. FAavoc�oaoso... Signed:July 19,2018 American Tower Security Level:Email,Account Authentication Using IP Address: 174.199.2.119 (None) Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carolina Rivas COPIED �GC Sent:July 19,2018 Carolina.rivas@aqua-metric.com Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jerry Chandler COPIED Sent:July 19,2018 Jerry.chandler@fortworthtexas.gov Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted July 19,2018 Certified Delivered Security Checked July 19,2018 Signing Complete Security Checked July 19,2018 Completed Security Checked July 19,2018 Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:March 24,2017 Parties agreed to:Paul Morrison,Michael Cartwright,ATC Execution Review ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time,American Towers LLC (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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A r)5O o n0Cd �tc KAOT NO .ASS I G1 11/LENT GY AGRE ElYIEPITS 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 'Ihirlke de 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 j Assignment and by execution hereof, Assignee accepts and agrees to perform all of the terms, covenants and conditions in connection with the Agreements required to be performed thereunder, from and after the effective date hereof,but not prior thereto. 4. Amigpor's Inrlemaut y. 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. Bindlu Agreement. This Assignment is binding upon'and shall inure to the benefit of the parties hereto and their respective successors and assigns. LN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to become effective the 1"day of September 2018. ASSIGNEE: ASSIGNOR: CITY OFF WORT AQUA MET C S S OMPANYj . By: By: �-r Jesus J. Chapa Name: Michael Cartwright Assistant City Manager Title: ViceP} s1dej9t of Operations Date: Date: Contract Compliance Manager By signing,I acknowledge that I am the person responsible for the monitoring and administration of this contract, including e wring all pe ormance and reporting requirements. Name: RA�� I V o Title: APPR D AS T ORM AND LEGALITY: Jessica S lant vang Senior A City Attorney ��Y opk` Form. 1295: N/A ...... 0 A D a r y ay se q'' ay City Secretary `S M&C#N/A