HomeMy WebLinkAboutContract 51186-A2 Licensor Site Name/Number:Azle/9262
Licensor Contract Number: 604562
Licensee Site Name/Number: Azle/9262
SECOND AMENDMENT TO CSC NUMBER 51186
CITY SECRETARY
AZLE SITE LICENSE AGREEMENT CONTRACT NO �'���(1 IQL
This Second Amendment (the "Second Amendment") to that certain License
Agreement dated November 21, 2017 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 March 28,2018 (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 312 Porter Drive,Azle, TX 76020 known to Licensor as the Azle,
Texas 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. 51186;
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.
51186, Licensee will pay the twelve Monthly License Fee payments 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 first anniversary date of the
Commencement Date of the Agreement will be paid within 60 days of the effective
date of this Second Amendment.
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.
FV-1CUA L R�KU*-'),!17;
Licensor Site Name/Number:Azle/9262
Licensor Contract Number: 604562
Licensee Site Name/Number:Azle/9262
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Licensor Site Name/Number:Azle/9262
Licensor Contract Number:604562
Licensee Site Name/Number:Azle/9262
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:
American Towers LLC, a Delaware
limited liability company
By:
Name: Daniel Sroe
Title: Senior Counsel
Date: l 2/(9 /Za/9
By:
_ M"k
Dana Burghdof
Assistant City Manager
Date: 3 L7 ,WZZ2
APPROVAL RECOMMENDED:
By:
kris
Water Director
Date:
APPROVED AS TO FORM AND LEGALITY:
By: 'ZxVfi-�
Senior Assistant City Attorney
0 T �; .
ATTESTt �
Mary J.Kayser (/
City SecretaryEM
'` 4r s~
Contract Authorization: °"
M&C: NA C� SEC RE MR
3
Licensor Site Name/Number:Azle/9262
Licensor Contract Number: 604562
Licensee Site Name/Number:Azle/9262
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: ASW KO
MadelJne Rafalko, P.E.
MyH2O Program Manager
4
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DocuSign Envelope ID:8A679D7A-EFEE-41CC-8B24-96AFCAF736FD
Licensor Site Name/Number: AZLE/9262
Licensor Contract Number: 604562
Licensee Site Name/Number: 9262/Azle
FIRST AMENDMENT TO LICENSE AGREEMENT
This First Amendment (the "First Amendment") to that certain License
Agreement dated November 21, 2017 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, a California corporation (the
"Licensee") (collectively, the "Parties").
RECITALS
WHEREAS, Licensor owns a certain communications tower and leases a certain
parcel of land located at Site Add: 312 Porter, Azle, TX 76020, Azle, TX 76020-3822
more commonly known to Licensor as the AZLE, TX 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
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) Licensor and Licensee agree and acknowledge that Licensee shall modify its
equipment for a final installed configuration pursuant to Exhibit A-1.
2) Licensor and Licensee agree and acknowledge that as of the date this First
Amendment is fully executed, Licensee's equipment information set forth in the
Agreement shall hereby be deleted in its entirety and shall be replaced with
Exhibit A-1 attached hereto and incorporated by this reference. In the event of
inconsistency or discrepancy between the Exhibit A-1 and Licensee's equipment
information set forth in the Agreement, the Exhibit A-1 shall control.
3) The electricity for the operation of Approved Equipment of the Agreement shall
be modified to reflect that the electricity for operation of Approved Equipment is
to be provided by Licensor at the monthly rate of Five and 60/100 Dollars ($5.60),
adjusted annually by the annual escalator.
4) Capitalized terms contained herein, unless otherwise defined, are intended to have
the same meaning and effect as that set forth in the Agreement.
5) All other terms and provisions of the Agreement remain in full force and effect.
[SIGNATURES APPEAR ON THE NEXT PAGE]
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DocuSign Envelope ID:8A679D7A-EFEE-41CC-8B24-96AFCAF736FD
Licensor Site Name/Number: AZLE/9262
Licensor Contract Number:604562
Licensee Site Name/Number:9262/Azle
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DocuSign Envelope ID:8A679D7A-EFEE-41CC-8B24-96AFCAF736FD
Licensor Site Name/Number: AZLE/9262
Licensor Contract Number: 604562
Licensee Site Name/Number: 9262/Azle
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, a California
corporation
DocuSlgned by:
Doc/uSlgne1d by:
F ('�p 1
By: By: FA490C47D3D8450...
labinsen
Name: Opera ions Name:
Title: Title:
Date: arc Date: arc ,
2018
DocuSign Envelope ID:8A679D7A-EFEE-41CC-8B24-96AFCAF736FD
Licensor Site Name/Number:AZLE/9262
Licensor Contract Number:604562
Licensee Site Name/Number: 9262/Azle
EXHIBIT A-1
4
OI T A IT) A I
DocuSign Envelope ID:8A679D7A-EFEE-41CC-8B24-96AFCAF736FD
Exhibit A-1
Customer Name: ATC Asset Name: ATC Asset#:
THIRKETTLE CORPORATION AZLE 9262
Customer Site Name: Customer Site#:
9262 Azle
GROUND SPADE REQUIREMENTS
Total Lease Area Sq.Ft:25.00' Primary Contiauous Lease Area L:5.00' W:5.00' H: Sq.Ft:25.00
Tenant H-Frame 5.00' 5.00' N/A 25.00
Outside Primary Lease Area N/A NIA N/A Sq.Ft:N/A
BACKUP POWER REQUIREMENTS
Generator:N/A Capacity(KW):N/A Fuel Tank Size(gal):N/A Fuel Type:N/A Fuel Tank Setback(radius):N/A
UTILITY REQUIREMENTS
Power Provided By:American Tower Provided(Carrier Avg.Monthly Power Consumption:40.0 KwH
to reimburse ATC)
Telco/Interconnect:N/A
TRANSMITTER&RECEIVER SPECIFICATIONS
Type:N/A Quantity:N/A TX Power(watts):N/A ERP(watts):N/A
ANTENNA EQUIPMENT SPECIFICATIONS
Type OMNI N/A N/A N/A N/A N/A
Manufacturer AmphenolAntel N/A N/A N/A N/A N/A
Model# 4240.09-875-Tx N/A N/A N/A N/A N/A
Dimensions HxWxD 106.3"x 2.1"x 2.1" N/A N/A N/A N/A N/A
Weight(lbs.) 19.8 N/A N/A N/A N/A N/A
Location Tower N/A N/A N/A N/A N/A
RAD Center AGL 184.0' N/A N/A N/A NIA N/A
Antenna Tip Height 188.4' N/A N/A NIA N/A N/A
Antenna Base 179 6' N/A N/A N/A N/A N/A
Height
Mount Type Side Arm N/A N/A N/A N/A N/A
Quantity 1 N/A N/A N/A N/A N/A
Azimuths/Dir.of 0 N/A N/A N/A N/A N/A
Radiation
Quant.Per 1 N/A N/A N/A N/A N/A
Azimuth/Sector
TX/RX Frequency MHz N/A N/A N/A N/A N/A
Units
TX Frequency 940-940.05 N/A N/A N/A N/A N/A
RX Frequency 901-901.05 N/A N/A N/A N/A N/A
Using Unlicensed No N/A N/A N/A N/A N/A
Frequencies?
Antenna Gain 9.1 N/A N/A N/A N/A N/A
Total#of Lines 1 N/A N/A N/A N/A WA
Line Quart.Per 1 N/A N/A N/A N/A N/A
Azimuth/Sector
Line Type Coax N/A N/A N/A N/A N/A
Line Diameter Size 1 1/4"Coax N/A N/A N/A N/A N/A
Line Configuration N/A N/A N/A N/A N/A N/A
OAA723225
https://oaaintemal.americantower.com/OLA/faces/exhibitPage.jspx?applicationld=265992[2/8/2018 9:54:01 AM]
Docu <
IY SECUG[tr
Certificate Of Completion
Envelope Id:8A679D7AEFEE41CC8B2496AFCAF736FD Status:Completed
Subject:THIRKETTLE CORPORATION@Azle9262-WT1 /Customer#Azle!9262(OAA723225)
Project Number:OAA723225
Source Envelope:
Document Pages:5 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
February 12,2018 kimberly.phillips@americantower.com
Signer Events Signature Timestamp
Paul Morrison Completed Sent:February 12,2018
Paul.morrison@aqua-metric.com Viewed:February 14,2018
Security Level:Email,Account Authentication Signed:March 26,2018
(None) Using IP Address:174.206.4.122
Electronic Record and Signature Disclosure:
Accepted:March 26,2018
ID:455dbcc0-bd88-44a2-acd0-8f9f9aca6c3b
Doc Signed by:
Michael Cartwright 1wW `"^,',� Sent:March 26,2018
Michael.cartwright@aqua-metric.com Ck&�'�. (O Viewed:March 26,2018
Operations 2EFC39OElDFC418... Signed:March 26,2018
Security Level:Email,Account Authentication
(None) Using IP Address: 173.174.130.252
Electronic Record and Signature Disclosure:
Accepted:March 26,2018
ID:bc48b1f0-fe64-4d2b-a3eb-068c9bf8eb88
ATC Execution Review Completed Sent:March 26,2018
legal.administration@americantower.com Viewed:March 26,2018
Legal Coordinator Signed: March 27,2018
Security Level: Email,Account Authentication Using IP Address:198.245.174.12
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
EFAx4y2C�47=84YShO.
Signed by:
Margaret Robinson Sent:March 27,2018
margaret.robinson@americantower.com Viewed:March 28,2018
Sr Couwnsel US Tower. .. Signed:March 28,2018
American Tower
Using IP Address:174.199.52.139
Security Level:Email,Account Authentication
(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 Sent:March 28,2018
Carolina.rivas@aqua-metric.com
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jerry Chandler COPIED Sent:March 28,2018
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 March 28,2018
Certified Delivered Security Checked March 28,2018
Signing Complete Security Checked March 28,2018
Completed Security Checked March 28,2018
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
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
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smo ,oocd ComTxac�i
Affi,MNT/ItEPTT DF AC i EI�TE1 S
This Assignment of Agreements (this "Assignment")is entered into as of thy date set forth
belov/ between Aqua Metric Sales Company, a registered d/'o/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 connections
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, THERE,FORE, 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:
I. 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
appaitenances 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, Assianee,'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,
�s;- ,7 ce enants and conditions in connection with the Agreements required to be performed thereunder,
1 rr Tfr� after the effective date hereof, but not prior thereto.
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4. Assignor's Inidemnity. 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. Bindinu Agreement. This Assignment is binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
IN WITNESS V3'MR-EOIF, Assignor and Assignee have caused this Assignment to
become effective the 1st day of September 2018.
ASSIGNEE: ASSIGNOR:
CITY OF�WORTH, AQUA� C SALOI���SjNY
B
yj'" By:
Jesus J. Chapa Name: Michael Cartwright
Assistant City Manager Title: Vice Pr side tit of Operations
Date: ��o� Date: g 2 g p
Contract Compliance Manager
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ens all perform cc and reporting requirements.
n 1�
Name: NIevl e et')
Title: S-e r)i &I 1� F c t S i e n I Y`p'i nc P r
APPRO AS T ORM AND LEGALITTY:
Jessica S svang
Senior Ass' taut City Attorney OF P
Form 1295: N/ Vti� A
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