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HomeMy WebLinkAboutContract 52325-A2 Licensor Site Name/Number: Euless/309236 Licensor Contract Number: 613416 202� Licensee Site Name/Number: Euless/309236 Mai 2 C\C1p�EpRSwpP�N SECOND AMENDMENT TO CSC CN stc\N RY 52325 EULESS LICENSE CITY SECRETARY AGREEMENT fib= '•gT� CT 1VL?. J 2,3 3— Aa — This Second Amendment (the "Second Amendment") to that certain License Agreement dated November 13, 2017 by and between American Tower Asset Sub II, 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 May 25, 2018 (collectively, the"Agreement"), is made and entered into as of the latter signature date hereof, by and between American Tower Asset Sub II, 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 3628 Plum Street, Euless, TX 76040-7443 known to Licensor as the Euless 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. 52325; 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 ofthis Second Amendment to City Secretary Contract No.52325,the Monthly License Fee will be changed from monthly to annual, 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 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 site was established as November 13,2017. 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. �]7N\t,' SF [ilk ETA R,Y EE FT, ANURT HU-TX Licensor Site Name/Number:Euless/309236 Licensor Contract Number: 613416 Licensee Site Name/Number:Euless/309236 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 Tower Asset Sub II, LLC, a municipality Delaware limited liability company By: Name: Daniel Broe Title: Senior Counsel Date: Z,h /2-b20 By: 4aa�w Dana Burghdo katoriim Assistant City Manager Date: 3/27 l=0 APPRO RECOMMENDED: By: hris ar r Wait ector Date: a-3" 1,10 APPROVED AS TO FORM AND LEGALITY: By: J.B. S ong Assistant City Attorney II �� ;. ATTES ���'� �` By: Lj Mary J. Kayser r.. City Secretary No :L'j) 2 r Licensor Site Name/Number:Euless/309236 Licensor Contract Number: 613416 Licensee Site Name/Number:Euless/309236 Contract Authorization: M&C: NA xi O �A* � kex5;t..0 re-J Contract Compliance Manager: By signing,I acknowledge that I am the person responsible for the monitoring and administration of is contract,including ensuring all performance and reporting requirements. By: Madelene afalko,P.E. MyH2O Program Manager 3 oot A voocloeot for horootoR MMC for mo gomo`oo DocuSign Envelope ID: B88C3015-DC75-4253-92OB-98A535345COB Licensor Site Name/Number:Euless/309236 Licensor Contract Number:613416 Licensee Site Name/Number:N/A/N/A FIRST AMENDMENT TO LICENSE AGREEMENT This First Amendment (the "First Amendment") to that certain License Agreement dated November 13, 2017 by and between American Tower Asset Sub II, 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 II, 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 3628 Plum Street, Euless, TX 76040-7443 more commonly known to Licensor as the Euless,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) Section IV.Fees &Term: Initial Term. "The"Commencement Date" shall be the earlier of(i)the date of Licensor's issuance of a NTP or(ii) January 17, 2018." shall hereby be deleted and replaced with The "Commencement Date"shall be the earlier of. (a)the commencement of installation of Licensee's Equipment at the Tower Facility or(b)the date on which Licensor provides Licensee with notice that the modifications to Tower Facility are complete pursuant to Section 2. 2) Licensor and Licensee agree and acknowledge that Licensee shall pay to Licensor within thirty(30) days of receipt of an invoice a"Capital Contribution Fee"in the amount of Twenty-One Thousand Two Hundred Forty-Two and 00/100 Dollars ($21,242.00) which fee represents Licensee's contribution for costs associated with tower modifications required to accommodate the installation of Licensee's Equipment. 3) Capitalized terms contained herein, unless otherwise defined, are intended to have the same meaning and effect as that set forth in the Agreement. 4) All other terms and provisions of the Agreement remain in full force and effect. 1 DocuSign Envelope ID:B88C3015-DC75-4253-920B-98A535345COB Licensor Site Name/Number:Euless/309236 Licensor Contract Number:613416 Licensee Site Name/Number:N/A/N/A [SIGNATURES APPEAR ON THE NEXT PAGE] [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] 2 DocuSign Envelope ID:B88C3015-DC75-4253-92OB-98A535345COB Licensor Site Name/Number:Euless/309236 Licensor Contract Number: 613416 Licensee Site Name/Number:N/A/N/A 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 Tower Asset Sub II, LLC, a registered d/b/a of Thirkettle Delaware limited liability company Corporation, a California corporation DocuSigned by: DocuSigned by: : e By: 112EFC39OE1 DFC416.... Byy Fnnonra�n�nnsn Name: Name: Margaret Robinson Title: operations Title: Sr Counsel US Tower. Date: May 2018 Date: May ' 3 Docu W SgCU Gt6 Certificate Of Completion Envelope Id:B88C3015DC754253920B98A535345COB Status:Completed Subject:THIRKETTLE CORPORATION@Euless309236-WT1 /Customer#/(12484705) Project Number: 12484705 Source Envelope: Document Pages:3 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 April 17,2018 kimberly.phillips@americantower.com Signer Events Signature Timestamp Paul Morrison Completed Sent:April 17,2018 Paul.morrison@aqua-metric.com Viewed:May 24,2018 Security Level:Email,Account Authentication Signed:May 24,2018 (None) Using IP Address:174.206.3.247 Electronic Record and Signature Disclosure: Accepted:May 24,2018 ID:4a6360dd-a50f-4ced-9686-3d513ce6565a Michael Cartwright ocullgnedby: Sent:May 24,2018 Michael.cartwright@aqua-metric.com Ell kc6d [Ayfw'D""' Viewed:May 24,2018 Operations 2UC39OE10FC416... Signed:May 24,2018 Security Level:Email,Account Authentication Using IP Address:173.174.130.252 (None) Electronic Record and Signature Disclosure: Accepted:May 24,2018 ID:4406d935-378d-49ed-84c8-a20e5ad8bdOd ATC Execution Review Completed Sent:May 24,2018 legal.administration@americantower.com Viewed:May 24,2018 Legal Coordinator Signed:May 24,2018 Security Level:Email,Account Authentication Using IP Address:198.245.174.12 (None) Electronic Record and Signature Disclosure: Accepted:May 24,2018 ID:6db04770-8684-4c39-baca-1f75631d89a8 Margaret Robinson °°`"Siiggnedby: Sent:May 24,2018 margaret.robinson@americantower.com EAtYDt3�D84r506�-d47lSbi� Viewed:May 25,2018 Sr Counsel US Tower. FA<voc ... Signed: May 25,2018 American Tower Using IP Address:96.230.59.250 Security Level:Email,Account Authentication Signed using mobile (None) 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 Sent:May 25,2018 Carolina.rivas@aqua-metric.com Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jerry Chandler COPIED Sent:May 25,2018 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 May 25,2018 Certified Delivered Security Checked May 25,2018 Signing Complete Security Checked May 25,2018 Completed Security Checked May 25,2018 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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As('4 Reed Co ntpa" d OL ASSIGIT11/IENT OF AG13EENIEi tTS This Assignrent 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 141h, 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 Agreements attached hereto as Exhibit A, 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, 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. Asignofs Indernnit,�. 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. Ili VHTNESS WHEREOF, Assignor and Assignee have caused this Assignment to become effective the 1"day of June 2019. ASSIGNEE: ASSIGNOR: CITY IT T W 2B. AQUA METRIC SALES:_OMPANY Jesus J. Chapa Name: Michael Cartwright Assistant Ci Manager Title: Vice President of Operations Date:_ �� �^ Date: 1 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. Name: �Ao cI I c,r)-c Title: Mm-H-Lp C0 4/A . J\�Ao"^Aje-r APPROVED AS.,TG-FORM AND LEGALITY: Jessica Sapgsvang' l ' Senior Assistant City Attorney :. Form/1-2 N/A 1 q ATTES FAD BY: � .�•�� r � aryl ays er City Secretary M&C #N/A .� r;; .