HomeMy WebLinkAboutContract 44110 (2)TX-0197 Burnett Plaza
City Secretary Contract No. Y / i ) 0
•
ROOFTOP SITE LICENSE AGREEMENT
•
THIS ROOFTO SITE LICENSE AGREFMFNT (the "Agreement"), is made this day of VIIA
2D12 ; y and between BEHRINGER HARVARD BURNETT PLAZA LP, a Texas limited partnership
("Licensor"), and CITY OF FORT WORTH, a Texas municipal corporation ("Licensee"), referred to individually as a
"Party" and collectively referred to as the "Parties."
1. License of Premises.
Licensor hereby licenses to Licensee space on the site located at 801 Cherry Street, in the City of Fort
Worth, Tarrant County, State of Texas 76102 (the "Site") for location of communications equipment. Licensee shall
have the right to six hundred (600) square feet of equipment space on the rooftop (the `Equipment Space") and
space on the rooftop or antenna grid for Licensee's antennas and cabling (the "Antenna Space") as further described
below and on Exhibit A attached hereto. The Equipment Space and Antenna Space together are defined as the
"Premises".
2. Use.
Licensor, for the term set forth herein and subject to the terms and conditions of this Agreement,
hereby grants to Licensee a non-exclusive license to use the Premises ("Licensee's Permitted Use") only for (i) the
transmission and reception of communication signals pursuant to all rules and regulations of the Federal
Communications Commission ("FCC"), and (ti) the construction, alteration, maintenance, repair, replacement and
relocation of related antennas, equipment, cables and facilities and improvements related thereto (collectively, the
"Communications Equipment") as further described in Exhibit B attached hereto.
a. The initial term ("Initial Term") of this Agreement shall be five (5) years, commencing on November 1,
2012 ("Commencement Date"), and expire on October 31, 2017 ("Expiration Date"), unless otherwise terminated as
provided in this Agreement. Licensee shall have the right to extend the Term for two (2) successive five (5) year
periods (each, a "Renewal Term") on the same terms and conditions as set forth herein. This Agreement shall
automatically be extended for such successive Renewal Terms unless Licensee notifies Licensor of its intention not
to renew this Agreement at least one hundred twenty (120) days prior to the commencement of the succeeding
Renewal Term. For the purposes of this Agreement, "Term" shall mean the Initial Term plus any applicable Renewal
Term(s).
b. If Licensee shall remain in possession of the Premises at the expiration of the Term of this Agreement
without a written agreement, such use shall be deemed amonth-to-month use under the same terms and conditions
of this Agreement except that the monthly License Fees shall be in the amount of one hundred fifty (150%) of the
greater of (i) the monthly License Fees in effect at the expiration of this Agreement, or (ii) the fair market License fee
for the Premises if used in a similar manner and Licensee shall be responsible to Licensor for damages incurred as a
result of the holdover by Licensee. Nothing contained herein shall grant Licensee the right to holdover after the Term
of this Agreement has expired.
3. License Fees.
From and after the Commencement Date, Licensee shall pay Licensor Six Thousand Six Hundred Thirty
Three and 33/100 Dollars ($6,633.33) per month ("License Fees') in accordance with the attached Exhibit C,
` Payment Schedule"; provided, however, that the License Fees shall increase annually during the Term, effective as
Rooftop Site License Agreement
City of Fort Worth_Burnett Plaza
r—OFFICIAL iaCQie1D
GITY $CR5TAKY
woirs �fM
01-2 4-1 3 PO4 : 14
IN
Page 1 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
of each anniversary of the Commencement Date, by an amount equal to two percent (2%) per annum above the
amount of the License Fees in effect immediately prior to such increase. The License Fees shall be payable on the
first day of each calendar month in advance, when due without demand, offset abatement, diminution or reduction,
to Licensor at Global Tower, LLC ("Manager") c/o SunTrust Bank, P.O. Box 102534, Atlanta, GA 30368-2534 Ref.
Site ID TX-0197 Burnett Plaza In addition to the License fee, upon execution of this Agreement, Licensee shall pay
Licensor a one time administrative fee of $2,000. In the event any payment of License Fees due hereunder shall be
overdue by thirty (30) days, it shall thereafter, until paid, bear interest at the rate of one and one-half percent (1-1/2%)
per month or the highest legal rate.
4. Installation and Maintenance.
a Licensee shall, at Licensee's expense, keep and maintain the Premises in commercially reasonable
condition and repair incident to Licensee's use during the Term of this Agreement. Licensee agrees to
maintain the Communications Equipment in proper operating condition and within industry accepted safety
standards All operations in connection with this Agreement by Licensee must be in compliance with all
federal, state, and local laws, codes and regulations including but not limited to local zoning requirements,
and will adhere to reasonable technical standards, if any developed for the Site by Licensor as amended
from time to time Licensor assumes no responsibility for the licensing, operation and/or maintenance of the
Communications Equipment. Licensee shall comply with all of the terms of its FCC license.
b. Prior to the initial installation of, or any material modification to, the Communications Equipment,
Licensee shall submit its construction and installation plans and list of contractors and subcontractors to
Licensor in writing and Licensor shall approve such plans and lists, which approval shall not be
unreasonably withheld, delayed or conditioned. Licensee shall not alter any plans approved by Licensor
without following the procedures set forth above. Licensee shall be responsible for grounding all external
and internal wiring and cabling installed by Licensee.
c. The Communications Equipment shall be identified with permanently marked, weather proof tags at the
following locations: (i) each antenna bracket; (ii) at the transmission line entry point; (iii) at the interior wall
feed through or any other transmission line exit point; and (iii) at any transmitter combiner, duplexer, or
multi fed receive port located in Licensor's equipment building. In addition, all Licensee telephone blocks,
demarcs, and cables shall be clearly identified with the Licensee's name, type of line, and circuit number.
d Licensee shall at all times use its best efforts to obtain and maintain any licenses, permits, and
approvals necessary for the installation or operation of the Communications Equipment at its sole cost and
expense. Licensor agrees to cooperate with Licensee, at Licensee's expense, in obtaining any required
permits or zoning approvals.
e. Upon completion of Licensee's installation, Licensee shall pay to Licensor a site inspection fee of Five
Hundred and No/Dollars ($500.00), payable within thirty (30) days upon receipt of the invoice from the
Licensor.
f. Upon ninety (90) days written notice to Licensee, Licensor reserves the right to require Licensee to
relocate one or more of its antennas, and Licensee agrees to relocate said antenna(s) at Licensee's
expense, provided that said relocation does not substantially change or interfere with the operation of the
Communications Equipment associated with the relocated antenna(s) or otherwise result in interference with
Licensee s business operations, and such relocation occurrence takes place only once during any one Term
of this Agreement.
Rooftop Site License Agreement
City of Fort worth_Bumett Plaza
Page 2 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
5. Access.
Licensee and its 'authorized personnel" shall be entitled to twenty-four (24) hour, seven (7) days per week
access to the Premises subject to the security requirements and rules and regulations of the Site.
6. Interference.
a. Licensee shall not use the Premises in any way that interferes with the operation, maintenance and
repair of equipment and systems as installed and operating at the Site as of the Commencement Date. The
operation of the Licensee's Communications Equipment shall not interfere with the maintenance or operation of the
Site, including but not limited to the operation of any radio or telecommunication equipment installed at the Site prior
to the Commencement Date of this Agreement ("Existing Licensee(s)"). Licensee agrees, to the sole satisfaction of
Licensor, to eliminate any interference, or take commercially reasonable steps to eliminate any interference, within
forty eight (48) hours of receipt of notice from Licensor. If any interference has not been eliminated within forty eight
(48) hours of receipt of notice from Licensor, Licensee agrees to cease all operations (except for intermittent testing)
until the interference has been corrected to the sole satisfaction of the Licensor Licensee shall reimburse Licensor
for all expenses, costs (including attorneys' fees and related costs), damages, loss, claims or other expenses and
liabilities arising from or attributable to any interference by Licensee. If such interference has not been corrected
within thirty (30) days Licensor may require Licensee to remove the specific items from the Communications
Equipment causing such interference or terminate this Agreement.
b. Licensor reserves the right to sublease and/or license other portions of the Site to other parties for
telecommunications transmitting or receiving sites ("New Licensees") during the Term of this Agreement Licensor
agrees that any New Licensees who may install equipment subsequent to the Commencement Date in and/or on the
Site will be permitted to install only such equipment or facilities that are of the type and frequency which will not
cause material interference to the Communications Equipment. In the event such New Licensee's equipment causes
such interference (provided Licensee is operating in accordance with its FCC license), Licensor will cause that
interfering New Licensee to take all steps necessary to correct and eliminate the interference within forty eight hours
(48) of receiving notice from Licensee or such interfering New Licensee will be required to remove the specific items
causing such interference.
7. Assignment.
Licensee may assign this Agreement and its other rights hereunder (including, without limitation, its right to
renew) to any person or business entity that is an 'affiliate" of Licensee without the prior consent of Licensor. For
purposes of this subparagraph "affiliate" shall mean; (i) a corporation which owns fifty percent (50%) or more of the
outstanding common stock of Licensee, or (ii) a corporation which has fifty percent (50%) or more of its common
stock owned by Licensee, or (iii) a partnership which owns fifty percent (50%) or more of the common stock of
Licensee, or (iv) a partnership which has fifty percent (50%) or more of its interest in partnership profits owned by
Licensee, or (iv) an entity which purchases substantially all of the assets of Licensee, or (v) an entity which is the
surviving entity in a merger pursuant to state corporation or partnership law with the Licensee. Licensee may not
otherwise assign this Agreement without the prior written consent of Licensor Licensee shall have no right to
sublicense or sublet all or any part of the Premises.
8. Taxes and Assessments.
Licensee is a tax exempt government entity and shall not be liable for payment of any taxes under this
Agreement. Upon request, Licensee shall provide Licensor with sufficient documentation of its tax exempt status
9. Insurance, Release and Hold Harmless.
a Licensor acknowledges that Licensee is a self -funded governmental entity, subject to statutory tort
laws Licensee does not maintain a commercial policy of general liability insurance and/or automobile
liability insurance. Such claims and damages will be paid directly by Licensee. Licensee shall maintain
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page 3 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
reserves that are sufficient to cover its liability exposure, subject to the caps established under Texas law in
accordance with the attached Exhibit D
b. LICENSEE SHALL BE LIABLE FOR ANY AND ALL INJURY, LOSS OR DAMAGE (OR ANY
CLAIMS IN RESPECT OF THE FOREGOING), COSTS AND EXPENSES, TO THE EXTENT CAUSED BY
THE NEGLIGENT WILFULL ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF LICENSEE ITS OFFICERS, EMPLOYEES, SERVANTS OR AGENTS
c. LICENSOR SHALL BE LIABLE FOR, AND HEREBY AGREES TO INDEMNIFY, DEFEND AND
HOLD LICENSEE HARMLESS FROM AND AGAINST ANY AND ALL INJURY, LOSS, DAMAGE OR
LIABILITY (OR ANY CLAIMS IN RESPECT OF THE FOREGOING), COSTS OR EXPENSES
(INCLUDING REASONABLE ATTORNEY'S FEES AND COURT COSTS) ARISING FROM ANY
NEGLIGENT, WILFULL ACT OR OMISSION OF LICENSOR OR ANY OF ITS EMPLOYEES, AGENTS,
CONTRACTORS, SUBCONTRACTORS, SERVANTS, LICENSEES INVITEES, OR INDEPDENDENT
CONTRACTORS, OR THE BREACH OF THIS AGREEMENT EXCEPT TO THE EXTENT
ATTRIBUTABLE TO THE NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
LICENSEE, ITS OFFICERS, EMPLOYEES, SERVANTS OR AGENTS.
d Each party hereto hereby waives any and every claim which arises or which may arise in its favor and
against the other party hereto during the Term of this Agreement or any extension or renewal thereof for any
and all loss of, or damage to, any of its property located within or upon or constituting a part of the Site, to
the extent that such loss or damage is recovered under the respective party's insurance policy or policies.
Notwithstanding anything in this Agreement to the contrary, each of Licensee and Licensor hereby waives
any claim that they may have against the other party with respect to any consequential, punitive, special or
incidental damage or lost profits.
e. This Section shall survive the expiration or earlier termination of this Agreement.
10. Removal of the Communications Equipment Upon Termination.
Following any termination or expiration of this Agreement, Licensee shall, at its sole cost and expense,
immediately remove all of the Communications Equipment and other equipment installed by Licensee on the
Premises. In performing such removal, Licensee shall, at its sole cost and expense, restore the Premises to as good
a condition as they were prior to the installation or placement of the Communications Equipment, reasonable wear
and tear and damage by the elements excepted.
11. Hazardous Substances.
Licensee agrees that it will not use, generate, store or dispose of any Hazardous Material on, under about
or within the Site in violation of any law or regulation. As used in this paragraph, "Hazardous Material" shall mean
hazardous or radioactive material, polychlorinated biphenyls, friable asbestos or other hazardous or medical waste
substances as defined by the Comprehensive Environmental Response, Compensation and Liability Act, as
amended, or by any other applicable federal state or local law, statute, rule, regulation or order (including any
Governmental Requirements, as hereafter defined) concerning environmental matters, or any matter which would
trigger any employee or community "right -to -know" requirements adopted by any such body, or for which any such
body has adopted any requirements for the preparation or distribution of a material safety data sheet. "Governmental
Requirements" shall mean all requirements under any federal, state or local statutes, rules, regulations, ordinances,
or other requirements of any duly constituted public authority having jurisdiction over the Site (including, without
limitation, the Demised Premises). This paragraph shall survive the termination of this Agreement.
12. Event of Default.
It shall be an "Event of Default" if any one or more of the following events shall occur:
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page 4 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
a Licensee shall default in the payment when due of any License Fees or other sum of money specified
hereunder to be paid by Licensee if such payment has not been made within thirty (30) days of when it is
due, and Licensee does not remedy such default within ten (10) days after written notice thereof from
Licensor; or
b Either Party defaults in the performance of any other of the terms, conditions or covenants contained in
this Agreement to be performed or observed by that Party, other than that specified in (a) above and the
interference provision herein, and does not remedy such default within thirty (30) days after written notice
thereof.
c. Upon the occurrence of an Event of Default, Licensor shall have and may pursue all rights and
remedies permitted by applicable law, including but not limited to the following:
(i) upon the expiration of the notice period under Section 12 a or b, Licensor may declare to
be immediately due and payable, without regard to any early termination of such Term on account
of an Event of Default or other right to terminate this Agreement, a sum equal to (y) all License
Fees and other charges, payments costs and expenses due from Licensee to Licensor and in
arrears at the time of the Event of Default, plus (z) subject to Section 13 c, the License Fees
reserved for the remainder of the unexpired balance of the current year in which the Agreement is
terminated, (taken without regard to any early termination of the Term), plus all other charges,
payments, costs and expenses herein agreed to be paid by Licensee up to the end of such
termination date, which shall be capable of precise determination at the time of the Event of
Default, less any amounts received or that with reasonable effort could be received by Licensors
reasonable efforts to mitigate damages; or
(ii) whether or not Licensor has elected to recover sum set forth in (i) above, terminate this
Agreement on the applicable notice under Section 12 a or b to Licensee and, on the date specified
in such notice, shis Agreement and the Term hereby demised and all rights of Licensee hereunder
shall expire and terminate and Licensee shall thereupon quit and surrender possession of the
Demised Premises to Licensor in the condition elsewhere herein required and Licensee shall
remain liable to Licensor as herein provided.
13. Termination by Licensee.
Following the Commencement Date, and except as otherwise provided herein, provided that no
Event of Default exists at the time of issuance of Licensee's written notice, this Agreement may be
terminated by Licensee in the following circumstances:
a. upon thirty (30) days prior written notice and without penalty or further liability, if it is unable to obtain,
maintain or reinstate within thirty (30) days any easement, license, permit or governmental approvals
necessary for the construction or operation of the Communications Equipment in accordance with
Licensee's Permitted Use (Licensee shall at all times use its diligent efforts in good faith to obtain and
maintain any Governmental Approvals if it desires to terminate pursuant to this section);
b. upon thirty (30) days prior written notice and without penalty or further liability if Licensee is unable to
operate the Communications Equipment in accordance with Licensee's Permitted Use on the Premises as a
result of material interference (other than on a temporary, non -recurring basis) resulting from the act of any
third party (other than an Existing Licensee).
c. Notwithstanding anything to the contrary herein contained, Licensor acknowledges that funds for
payment of the License Fee are appropriated by Licensee annually, for fiscal year periods beginning
October 1 and ending September 30 of each year. If funds are not appropriated by the Fort Worth City
Council to pay the License Fee beyond September 30 2013 or for any subsequent fiscal year period during
the Initial Term or any Renewal Term of this Agreement, Licensee shall have the right to terminate this
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page 5 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
Agreement on the last day of the fiscal year for which funds have been appropriated to pay the License fee
without any additional fees or penalties Licensee will give Licensor thirty (30) days written notice of non -
appropriation of funds.
d. Notwithstanding Section 13(a) or (b) above, Licensee may terminate this Agreement immediately in the
event of an uncured default by Licensor in accordance with Section 12(b) above.
14. Utilities
Licensee shall provide and pay for all utilities required to operate its Communications Equipment. All
installation and maintenance of same shall be at the sole risk and expense of the Licensee.
15. Mechanic's Liens and Additional Construction
If by reason of any alteration, repair, labor performed or materials furnished to the Premises for or on behalf
of Licensee any mechanic's or other lien shall be filed, claimed, perfected or otherwise established or as provided by
law against the Premises, Licensee shall discharge or remove the lien by bonding or otherwise, within thirty (30) days
after Licensee receives notice of the filing of same. Notwithstanding any provision of this License seemingly to the
contrary, Licensee shall never, under any circumstances, have the power to subject the interest of Licensor in the
Premises or Licensor in the Site to any mechanics' or material men's' liens or liens of any kind nor shall any
provision contained in this Lease ever be construed as empowering Licensee to encumber or cause Licensor to
encumber the title or interest of Licensor in the Premises.
16. Casualty and Condemnation.
a. In case of damage to the Site or the Premises or those portions of the Site or the Premises which are
essential to the operation of the Communications Equipment by fire or other casualty, Licensor shall, at its
expense, cause the damage to the Premises to be repaired to a condition as nearly as practicable to that
existing prior to the damage, with reasonable speed and diligence, subject to delays which may arise by
reason of Governmental Regulations and for delays beyond the control of Licensor, including "force
majeure". However Licensor shall not be required to repair the damage beyond the extent that insurance
proceeds are inadequate to pay for such repairs.
b. Licensor shall give immediate notice of any condemnation proceeding or threatened condemnation
proceeding affecting the Premises. If at any time during the Term of this Agreement all or "substantially all"
(meaning the remaining portion thereof shall not be of sufficient size or condition to permit the continuation
of Licensee's Permitted Use in a commercially reasonable manner) of the Premises or the Site or buildings
and improvements located on the Site shall be taken in the exercise of the power of eminent domain by any
governmental or other authority, or by deed in lieu of condemnation then Licensee may terminate this
Agreement by providing written notice to Licensor within thirty (30) days of such condemnation or eminent
domain action, which termination shall be effective as of the date of the vesting of title in such taking and
any prepaid License Fees shall be apportioned as of said date and reimbursed to Licensee.
17. Non -Recourse. — Intentionally Deleted.
18. Subordination.
This Agreement is and shall be subject and subordinate to all ground or underlying leases of the entire Site,
all mortgages, deeds of trust and similar security documents which may now or hereafter be secured upon the Site,
and to all renewals modifications, consolidations, replacements and extensions thereof Licensor shall cause any
party holding the instrument to which this Agreement is subordinate in the event of any foreclosure sale or
possessory action, to recognize and preserve this Agreement as evidenced by written instrument in the same form
as Exhibit "E," Subordination, Non -Disturbance and Attornment Agreement (the "SNDA"), which is attached hereto
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page 6 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
and incorporated herein for all purposes Licensee shall join in the SNDA, under which this Agreement and the rights
of Licensee hereunder shall not be affected or modified by foreclosure or the exercise of any other right or remedy by
the mortgagee so long as Licensee shall not be in default under any of the provisions of this Agreement beyond any
applicable period of grace, and under which Licensee shall attorn to and recognize the mortgagee or any purchaser
at foreclosure sale or other successor -in -interest to the Licensor as Licensee's licensor hereunder.
19. Notices.
All notices, demands, requests and other communications hereunder shall be in writing either personally
delivered or mailed, via certified mail, return receipt requested, or sent by nationally recognized overnight courier to
the following addresses:
To Licensor:
With copies to Manager:
And if to Licensee, to:
Behringer Harvard Burnett Plaza LP
17300 Dallas Parkway, Suite 1010
Dallas, TX 75248
Attention: Lease Administration
Ref. Site ID: TX-0197 Burnett Plaza
GTP Acquisition Partners II LLC
750 Park of Commerce Blvd. Suite 300
Boca Raton, FL 33487
Attention: Lease Administration
Ref. Site ID: TX-0197 Burnett Plaza
City of Fort Worth
1000 Throckmorton Street
Fort Worth, TX 76102
Attention Alan Girton
With copy to: City Attorney
At the same address as above
Notice to Licensor must be given to Licensor's Notice Addresses. Notice to Licensee must be given to Licensee's
Notice Addresses By notice to the other, either party may change its Notice Address Each notice must be in writing and must
be: (a) mailed by first class, United States Mail, postage prepaid certified, with return receipt requested or (b) hand delivered by
local courier or national overnight delivery service (e.g , Federal Express) Notice sent by certified mail, postage prepaid, shall be
effective three (3) business days after being deposited in the United States Mail; notices sent by hand delivery or overnight
courier shall be effective one (1) business day after being deposited with the courier service.
20. Miscellaneous.
a. It is understood and agreed that by execution of this Agreement, Licensee does not waive or surrender
any of its governmental powers.
b. If any Term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining
Terms of this Agreement, which shall continue in full force and effect.
c. Failure of either party to insist on strict performance of any of the conditions or provisions of this
Agreement, or to exercise any of its rights hereunder, shall not waive such rights.
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page7of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
d. This Agreement shall be governed by and interpreted in accordance with the laws of the jurisdiction and
proper venue for any litigation hereunder shall be in the courts of the state in which the Premises are
located without regard to the principles of conflict of laws thereunder. Both parties desire that the
transactions contemplated hereby be effected and carried out in a manner that is in compliance with all
Laws.
e. This Agreement constitutes the entire agreement and understanding of the parties and supersedes all
offers, negotiations and other agreements. There are no representations or understandings of any kind not
set forth herein. Any amendment to this Agreement must be in writing and executed by both parties.
f. Licensor agrees that Licensee shall, during the Initial Term, during any Renewal Term, and until the
expiration of three (3) years after final payment under this Agreement, have access to and the right to
examine, at reasonable times, any directly pertinent books, documents, papers and records of the Licensor
involving transactions relating to this Agreement, at no additional cost to Licensee Licensor shall provide
Licensee with access to such records and to Licensor's facilities during normal working hours, with
adequate and appropriate work space to allow Licensee to conduct such reviews as deemed necessary by
Licensee in compliance with the provisions of this section Licensee shall give Licensor thirty (30) days
written notice of intended reviews
g. Time is of the essence for all of Licensee's and Licensor's obligations under this Agreement, except
neither party may be held liable for any delay or omission in performance due to force majeure or other
causes beyond their reasonable control (force majeure), including but not limited to, compliance with any
government law ordinance or regulation acts of God, acts of the public enemy, fires, strikes, lockouts,
natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation
problems and/or any other similar causes
h. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and
that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement or exhibits hereto
i. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this
Agreement on behalf of the respective party, and that such binding authority has been granted by proper
order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this
warranty and representation in entering into this Agreement
J. This Agreement is binding upon and shall inure to the benefit of the heirs, successors, assigns and
licensees of the parties hereto.
21. Prior Agreement.
LICENSOR and LICENSEE are parties to that certain Rooftop Space License between Behringer Harvard
Burnett Plaza LP and City of Fort Worth dated March 31, 1992 (referenced as City Secretary Contract No. (CSC)
19032), as amended by that certain First Amendment to Rooftop Space License between Burnett Plaza Associates
and City of Fort Worth dated September 17, 2002 (referenced as CSC No. 28009), as further amended by that
certain Second Amendment to Rooftop Space License between Behringer Harvard Burnett Plaza LP and City of Fort
Worth dated November 1 2006 (referenced as CSC No. 34340), as further amended by that certain Third
Amendment to Rooftop Space License between Behringer Harvard Burnett Plaza LP and City of Fort Worth dated
May 23, 2011 (referenced as CSC No 19032-A3), and further amended by that certain Fourth Amendment to
Rooftop Space License between Behringer Harvard Burnett Plaza LP and City of Fort Worth dated October ,
2012 (referenced as CSC No. 19032-A4) collectively referenced by LICENSEE as Contract #19032, (collectively the
`Prior Agreement"). From and after the Commencement Date (as defined herein), the Prior Agreement shall remain
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page 8 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
in full force and effect, provided however, that Licensee's obligation to pay the Base License Fee shall be terminated,
and Licensee shall only be required to pay the License Fees pursuant to this Agreement. Notwithstanding the
preceding, Licensee shall remain liable for all Utility Costs and other charges as required by the Prior Agreement.
The Prior Agreement shall terminate (except for those terms intended to survive termination of the Prior Agreement)
upon the removal by Licensee of all of Licensee s analog equipment from the Site, but not later than December 31
2015 (the "Prior Agreement Termination Date").
22. GTP Authority.
Licensor has retained GTP Acquisition Partners II, LLC ("GTP") to carry out certain management and
supervision functions with respect to Communications Equipment installed or to be installed at the Site. Except as
otherwise notified by Licensor, Licensee shall contact such representatives of GTP as may be identified to Licensee by
Licensor for all matters relating to access to the Premises, License Fees due under this Agreement any requested
modifications to Licensee s equipment space and/or Communications Equipment, modifications to the Premises and any
and all matters requiring Licensor approval, provided that (i) the terms of this Agreement, including without limitation the
location and configuration of the Antenna Space and the Equipment Space, may not be modified or amended without
Licensor's written approval, and (ii) any access to the Site shall be provided only with actual notice to Licensor. Licensee
understands that GTP has no authority to act in an agency capacity on Licensor's behalf or to bind Licensor to any
agreement or undertaking absent Licensor's specific consent.
END OF DOCUMENT
[SIGNATURE PAGES FOLLOW]
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page 9 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date below.
LICENSOR:
BEHRINGER HARVARD BURNETT PLAZA LP,
a Texas limited partnership
By: Behringer Harvard Burnett Plaza GP, LLC,
A Delaware limited liability company
Its general partn
By:
Greg 99oke
Vice President
Date: /(3/Z
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally
appeared Greg Brooke, known to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that the same was the act of Behringer Harvard Burnett Plaza, LP, and that s/he executed the
same as the act of Behringer Harvard Burnett Plaza, LP for the purposes and consideration therein expressed and in
the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
bee CPI oet , 20 .
creacrtiAin igate
Notary Public in and for the State of Texas
4$1:44,,t Tamara Lea Ann Weaver
=A. /*S.161 Notary Public, oP
P 1st�'-,��I�,.��'�,�r` State of Texas OIN/ `` COM Ms Exp. 07-05- 14 fa
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page 10 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
LICENSEE:
CITY OF FORT WORTH:
a Texas Municipal Corporation
By:
Susan Alanis
Assistant City Manager
Date: 12)11 /3
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally
appeared Susan Alanis, known to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that the same was the act of the City of Fort Worth and that s/he executed the same as the act of
the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
(Lac' Ouv`■ , 20 J
i i": _sF' y ' �<3C:Li as fr-=sraii 'F.ar)
a
INDA .v . v i RLINGEA
MY COMMISSION! EXPIRES
February 2, 2014
APPROVED AS TO FORM
AND LEGALITY:
Maleshia"B. Farmer
Assistant City Attorney
Contract Authorization:
M&C: e ,rc` � ���0 L `:)
Date Approved: I, N
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
rLAVAryg/i
Notary Public in and for the State of Texas
ATTEST:
B
ate/
Mary Kayser
City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
IA
day
ao
7•4's
pp04 fj�
0
g(-2-u)
O i`
A10
00If
1/411maeati
Page 11 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
EXHIBIT "A"
SITE PLAN
The Premises is described and/or depicted as follows:
Site Plan to be attached.
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page 12 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
EXHIBIT "B"
DESCRIPTION OF COMMUNICATIONS EQUIPMENT
See Attached Tenant Collocation Application:
Licensee will be allowed to operate and install up to 27 antennas through the Prior Agreement Termination Date, to
include equipment operated under this Agreement and under the Prior Agreement. After the Prior Agreement
Termination Date, Licensee will only be permitted to have up to 17 antennas installed at the site.
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page 13 of 19
•
OLdLtAL
TOWER
GLOBAL TOWER PARTNERS
Co011uctOsr Apphcatkm
Check one: New /1 Addition to Existing /1 Modification
PLEASE RETURN THIS APPLICATION TO: (E-MAIL IS PREFERRED)
GTP
1801 Clint Moore Rd E-Mail: mprewit@gtpsites.com
Suite 110
Boca Raton, FL 33487 Office: (512) 294-2345
Attn: Monty Prewit Fax: (561) 995-0321
GTP Site #:
GTP Site Name:
GTP Date Received:
Revision Dates:
RSM Approval:
APPLICANT/CARRIER INFORMATION
Carrier Name: City of Fort Worth I Contact Name:
Carrier Site Name: Burnett Contact Number:
Carrier Site Number: N/A Contact Fax:
Carrier Legal Entity Name, On File Contact Address:
State of registration:
Type of entity (LP, LLC, Corp)
d/b/a/ (If applicable)
Notice Address for Lease: On File Contact E-mail:
With copies to: Additional E-mail:
Carrier Invoice Address: On File Other:
Carrier Invoice Contact - On File Carrier NOC# N/A
Name, Title, Phone No.
Leasing Contact Name/Number:
RF Contact Name/Number:
Construction Contact Name/Number:
Emergency Contact Name/Number:
Latitude:
Longitude:
Site Address:
ADDITIONAL CARRIER INFORMATION
Alan Girton / 817-392-8484
Rand Malakowsky / 817-392-7874
Kevin McNamara / (817) 392-6046
Craig Clark / (817) 392-2179
SITE INFORMATION
1032 45 01 N I Existing Structure Type:
097 20 04 W I Existing Structure Height:
801 Cherry Street Fort Worth, Tx 76102
Sector
Desired Rad Center (feet AGL)
Antenna Quantity
Antenna Manufacturer
Antenna Model (Attach Spec Sheet)
Weight (Qer antenna)
Antenna Dimensions
Quantity of Coax Cables PER ANTENNA
Diameter of Coax Cables PER ANTENNA
Orientation/Azimuth (degrees from true north)
Mechanical Tilt (degrees)
# Of Channels
Antenna Mount Mounting Height (feet AGL)
Antenna Mounting Type
Transmit Frequency
Receive Frequency
ERP (watts)
Type of Service (i.e. Cellular, PCS, ESMR)
Total Ground Area Dimensions Required
(length x width x height in ft.)
Cabinet Pad Dimensions
Shelter Pad Dimensions
Voltage: N/A
N/A
N/A
ANTENNA & COAX Please see attached)
N/A
I Rooftop
1600
GROUND SPACE REQUIREMENTS
Generator: ❑ Diesel L
Pad Dimension (L X W, ft.)
Cabinet Manufacturer
Shelter Manufacturer
AC POWER REQUIREMENTS
Total Amperage: N/A
Comments: Please see attached schedule of antennas
TX-0197
Burnett Plaza
Craig Clark
(817) 392-2179
817-392-2777
1515 11 th Ave
Fort Worth, Tx 76102
craig.clarkAfortworthgov.org
alan.girton@jortworthgov.org
Propane U Natural Gas
Rev 10/1/08
Soctor Omni
Dosirod Rad Center (foot AGL) 614
Antenna Quantity - 8
Antenna Manufacturer Antler
Antenna Modal (Attach Spec Shoot) BCD-8g010.3.25
Weight (per antonna) - - 271bs
Antenna Dimensions 136" x 2.6"
Quantity of Coax Cables PER ANTENNA 1 -
Diamotor of Coax Cables PER ANTENNA 1518''
Oriontation/Azimuth (degroos from truo north) WA
Mochanical Tilt (dogmas) NIA
# Of Channols 40
Antenna Mount Mounting Height (foot AGL
Antenna Mounting Typo Pipe
Transmit Froquoncy 800 Mhz
Receive Froquoncy '800 Mhz
ERP (watts) - -
Typo of Sorvico (i.o. Cellular, PCS, ESMR) public Safety P45
610 +F'
Now
Omni Omni Omni Omni
614 613 (+I•) 614 614
2 (1Rx,1Tx) 2(1Rx,1Tx) 1 t`
Sinclair Db Spoctra Andrew (DB Products)I Andrew (DB Produces
SC-41211E2CDF D57010F36U-N
79 Lbs 45
252' x 5" 173"L x 3.2"dla
1 1
1518" 1 518"
N/A
N/A
40 4
610+I- 610 +1-
Pip, Pipe
700 Mhz 770.73125-771.83125
80043125-801.83125
199.5 W
Public Safety P-25 Public Safoty P-25
Existing Exisitng Now Now
TMA MW MW MW
610 542' 550' 542'
6 1 1 1
RFS RFS - RFS
D8 224C I DB 420 '.:. - ATS7TMA22 (1TA) DAX4-S9AD ➢AX8-S9AD DAX4-59AD
35 Lbs 135 Lbs 25 99 - 396 99
255" I 233" ° 9"x1325'SQ1.25" 4' 8' 4'
1 1 2 2 2 2
15/8" - 1 5/8" j (1)71B"(2)%" EW106 Elliptical EW63 EW106 Elliptical
IY'
N/A WA - 92.54 70 92.54
N/A N/A -.30 -0 —30
N/A WA , - $ t - 2016CH DIG 2016CH DIG 2016CH DIG
610 +1- St0 +I 610 +/- - -542' --550' —542'
Plpo Pipe - Frame Framo Frame
170 Mhz 170 Mhz 11200 6175 Mhz 11200
170 Mhz 170 Mhz t�trw* � 11200 TBD 6175 Mhz 11200TBD
29 Dbm (T80) 29 Dbm (TBD) 29 Dbm (TBD)
Public Safety P4S Public Safety P-25 ; } Public Safety P-25 Public Service MW Public Service MW Public Service MW
Exisiting
Existing Existng Existing
Gross Rent
Escalation : 2% Annually
Term: 5 year initial term
Options: Two (2) 5 year renewal terms
Annual
Rent
$79,599.96
$81,191.96
$82,815.80
$84,472.11
$86,161.56
$87,884.79
$89,642.48
$91,435.33
$93,264.04
$95,129.32
$97,031.91
$98,972.55
$100,952.00
$102,971.04
$105,030.46
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Monthly Rent
$6,633.33
$6,766.00
$6,901.32
$7,039.34
$7,180.13
$7,323.73
$7,470.21
$ 7, 619.61
$7,772.00
$7,927.44
$8,085.99
$8,247.71
$8,412.67
$8,580.92
$8,752.54
TX-0197 Burnett Plaza
City Secretary Contract No.
EXHIBIT "C"
PAYMENT SCHEDULE
Effective November 1, 2012
Annual escalation
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
2%
Effective Dates
11/1/2012
11/1/2013
11/1/2014
11/1/2015
11/1/2016
11/1/2017
11/1/2018
11/1/2019
11/1/2020
11/1/2021
11/1/2022
11/1/2023
11/1/2024
11/1/2025
11/1/2026
Page 14 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
EXHIBIT "D"
LICENSEE'S SELF -FUNDED INSURANCE
See attached letter from City of Fort Worth Risk Manager
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page 15 of 19
T 0'T
May 9, 2012
Behringer Harvard Burnett Plaza LP
RE• Request for Proof/Documentation of Insurance
City of Fort Worth's Self -funded Insurance Program
Dear Sir or Madam:
Please accept this correspondence, pursuant to your request for documentation of the
City of Fort Worth's insurance program The City of Fort Worth is basically a self -funded
governmental entity, subject to statutory tort laws. The City does not maintain a
commercial policy of general liability insurance and/or auto liability insurance. Damage
for which the City of Fort Worth would ultimately be found liable would be paid directly by
the City of Fort Worth, and not by a commercial insurance company. City owned
property is covered under the City of Fort Worth Fire and Extended Coverage program
by a commercial insurance policy.
Statutory Workers' Compensation insurance coverage is self -funded to the $750,000
retention limit per incident over which commercial insurance responds with no upper
cap; and Employers' Liability coverage is maintained with a $1,000,000 policy limit.
In the event there are any questions regarding the City of Fort Worth s insurance
program, or if I may be of additional assistance please contact me at the address
provided, or phone direct to (817)392-7744 or email,
nancy.mckenzie(a fortworthtexas.00v
Thank you for your time and attention Both are appreciated. On behalf of the City of
Fort Worth, we look forward to a continued business relationship.
Sincerely,
Nancy McKenzie, AIC, ARM-P
Claim Supervisor
Senior Risk Management Analyst
FINANCIAL MANAGEMENT SERVICES DEPARTMENT
RISK MANAGEMENT DIVISION
THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH, TEXAS 76102
(817) 392-1206 * FAX (817) 392-5874
TX-0197 Burnett Plaza
City Secretary Contract No.
EXHIBIT "E"
SUBORDINATION, NON -DISTURBANCE, AND ATTORNMENT AGREEMENT
Parties and Defined Terms
Date of this Agreement
(for reference):
Licensor:
(Include full address and contact
party for notices.)
Licensee:
(Include full address and contact
party for notices)
Lender:
(Include full address and contact
party for notices.)
License:
(Identify by date, City Contract
No., Site No , including any
amendments.)
Premises:
(Identify by square footage, unit
number, or other clear description
of location.)
Real Property:
(Identify by street address or other
clear description. Legal
description optional.)
Behringer Harvard Burnett Plaza LP
17300 Dallas Parkway, Suite 1010
Dallas, TX 75248
City of Fort Worth
1000 Throckmorton St
Fort Worth TX 76102
Rooftop Site License Agreement
Dated:
City Secretary Contract No.
BP Site No.
600 SQF of Equipment Space
on rooftop of Real Property
801 Cherry Street
Fort Worth, Texas 76102
Recitals
A. Licensee and Licensor entered into the License of the Premises.
B. Lender has made, or intends to make, a mortgage loan (the "Loan') to Licensor. The Loan is or will be
secured by a mortgage or deed of trust encumbering the Real Property (the "Mortgage").
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page 16 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
Lender, Licensor, and Licensee, by this Agreement, desire to set forth their respective rights and obligations
with respect to the License, Premises, and Real Property.
Agreement
1. Subordination. The License (including all renewals, modifications, consolidations, extensions, and
replacements thereof, and all rights and options therein, if any) is and shall be subordinate to the Loan, the Mortgage
and all obligations evidenced or secured by the Loan or Mortgage (including all renewals, modifications
consolidations, extensions, and replacements thereof and rights and options therein, if any).
2 Attornment Licensee's obligations under the License shall not terminate or be excused on account
of a foreclosure of the Mortgage or delivery of a deed in lieu thereof (either, a "Foreclosure' ). Following a
Foreclosure, Licensee shall attorn to and recognize Lender or any other party that acquires the Real Property by
means of the Foreclosure (Lender and any such party are collectively referred to herein as the "Successor Licensor")
as its Licensor for the unexpired balance (including any extensions, if duly and timely exercised) of the term of the
License on the same terms and conditions as set forth in the License.
3. Non -Disturbance. Following or in connection with the Foreclosure, Lender and Successor Licensor
shall neither terminate the License nor join Licensee in summary or foreclosure proceedings for the purpose of
terminating the License so long as Licensee is not in default under any of the terms covenants, or conditions of the
License beyond any applicable notice and cure periods. However, neither Lender nor Successor Licensor shall be:
(a) liable for the return of any security deposit unless such deposit has been delivered to Lender or Successor
Licensor by Licensor or Licensee; (b) bound by any rent or additional rent that Licensee may have paid prior to
Foreclosure more than one month before it became due, (c) bound by any amendment, modification, or termination
of the License or any waiver or forbearance made without the prior written consent of Lender or Successor Licensor;
(d) personally liable under the License (the liability of Lender and Successor Licensor, if any, shall be enforced only
out of its interest in the Real Property); (e) obligated to cure any default by Licensor under the License which
occurred before Foreclosure except to the extent that such default continues after Foreclosure and is reasonably
curable by Lender or Successor Licensor; and (f) liable for, or subject to any offset or defense relating to, any acts,
omissions, covenants, representations or warranties made by Licensor before Foreclosure
4. Notice and Opportunity to Cure. Licensee shall deliver to Lender, concurrently with its delivery of
the same to Licensor a true and complete copy of any notice of default that it may deliver to Licensor. To the extent
if any, that Licensee has a right to terminate the License, assert a defense, or exercise an offset right on account of
the default described in that notice it shall not exercise such right or assert such a defense or exercise such an offset
right until (i) the time provided in the License for Licensor to cure the default has expired, (ii) Licensee delivers to
Lender written notice that such time has expired without a cure (the 'Lender Cure Notice"), and (iii) Lender has failed
to cure the default within thirty (30) days after receipt of the Lender Cure Notice (the "Lender's Cure Period") If the
default cannot reasonably be cured within the Lender's Cure Period, or if the default cannot be cured by Lender
without first obtaining control of the Real Property through Foreclosure or related proceedings, then Lender's Cure
Period shall be extended for up to an additional ninety (90) days so long as Lender is making reasonable and diligent
efforts to obtain control of the Real Property and to cure the default.
5. Assianment of License or Transfer of Interest. This Agreement is notice to Licensee that, in
connection with the Loan, Licensor has assigned, or otherwise transferred, the License and its rights thereunder to
Lender. Licensor hereby notifies Licensee that Lender has the right, by written notice to Licensee, to direct Licensee
to make all payments of rent and additional rent directly to Lender or its designee Licensor hereby authorizes
Licensee to accept such direction from Lender and waives all claims against Licensee for any payments made in
accordance with such directions Licensee shall have no duty to inquire as to the facts and circumstances which may
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page 17 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
underlie such direction from Lender. Unless and until Lender delivers such direction, all payments of rent and
additional rent are to be made to Licensor or its designee. Any Successor Licensor shall fully comply with Section of
the License.
6. Notices. Any notices contemplated under this Agreement shall be deemed delivered upon actual
receipt or when proper delivery is refused, provided that the notice is in writing, is addressed to the address and
contact party indicated above (or to any successor address duly delivered to all parties), and dispatched prepaid by
certified mail, commercial courier, or any other delivery service which automatically generates a record of delivery.
7. Delivery of Information. Licensee shall provide directly to Lender all information and documents
which Licensee is required to deliver to Licensor pursuant to the License (including estoppel certificates and financial
information), in a form acceptable to Lender and as otherwise specified by the License; to the extent information
and/or documents are required to be delivered only upon Licensor's request, then Licensee shall promptly deliver
such information and/or documents directly to Lender upon Lender's request (regardless of whether Licensor has
requested same), in accordance with the timing and other requirements set forth in the License, and in a form
acceptable to Lender.
8. Miscellaneous.
a Nothing in this Agreement is intended or shall be construed to give Licensee any termination right,
offset right, or defense that it does not already have under the terms and conditions of the License and applicable
law.
b. This Agreement represents the entire Agreement among Licensor, Licensee, and Lender with
respect to the subject matter hereof. Oral agreements, if any, are hereby cancelled. This Agreement may be
modified only by a formal written agreement signed by a duly authorized representative of each party.
c. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns
of the parties hereto with respect to the Real Property, License and Loan' provided, however, that nothing herein
shall be construed as consent to an assignment or transfer that is prohibited by the terms of the License or Loan.
d. This Agreement may be executed in any number of counterparts, each having the effect of an
original.
e. In the event of any litigation relating to this Agreement or its breach, each party shall be liable for
its own costs, including attorneys' fees.
f. This Agreement shall be governed by the laws of the state of Texas, without regard to the choice of
law rules of that state. Venue for any action arising under this Agreement shall be in Tarrant County, Texas.
g. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired.
h. The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted by proper order,
resolution, ordinance or other authorization of the entity
[SIGNATURES ON FOLLOWING PAGE]
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
Page 18 of 19
TX-0197 Burnett Plaza
City Secretary Contract No.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their duly authorized representatives.
LICENSOR:
a
By:
Name.
Title:
LICENSEE:
a(n)
By
Name:
Title:
LENDER:
By:
Name.
Title:
Rooftop Site License Agreement
City of Fort Worth_Bumett Plaza
1
Page 19 of 19
M&C Review
DATE:
CODE:
SUBJECT:
COUNCIL ACTION: Approved on 12/18/2012
12/18/2012 REFERENCE
NO.:
C
**C-26012
LOG NAME•
PUBLIC
HEARING:
Authorize Execution of a Rooftop Site License Agreement and an Office Space License
Agreement with Behringer Harvard Burnett Plaza LP, in the Amount of $100,000.00
Annually for the Lease of Space at Burnett Plaza Plus $35,000.00 Annually for Utility
Costs and $320,000.00 for Implementation of a Public Safety Radio Site with Credits of
$160,000.00 for the First Five Years (COUNCIL DISTRICT 9)
Page 1 of 2
Official site of the City of Fort Worth, Texas
FORT WORT!I
04BEHRINGER HARVARD
BURNETT PLAZA LEASE
TYPE* CONSENT
NO
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Rooftop Site License Agreement
and an Office Space License Agreement with Behringer Harvard Burnett Plaza LP, in the amount of
$100,000 annually for the lease of space at Burnett Plaza plus $35,000 00 annually for utility costs
and $320,000.00 for implementation of a Public Safety Radio Site with credits of $160 000.00 for the
first five years.
DISCUSSION:
On June 14, 2011, (M&C G-17303) the City Council authorized the execution of a system purchase
Agreement with Motorola Solutions, Inc., for the upgrade of the City's public safety communications
system. The upgrade includes the implementation of new radio equipment and supporting
infrastructure at Burnett Plaza in downtown Fort Worth. The site also supports the City s legacy radio
systems, and will continue to house these systems through March 2015 This site provides radio
coverage in central Fort Worth and throughout much of the City.
The Agreements with Behringer Harvard Burnett Plaza LP (Burnett Plaza), will replace existing
leases previously authorized in 1992. The Rooftop Site License Agreement will have an annual rate
in the amount of $79 600.00 and the Office Space License Agreement will have an annual rate in the
amount of $20,400.00. The amount of $100,000.00 combined annual rate under the new
Agreements will reduce the City's cost by approximately 59 percent In addition to the annual rates,
utility costs are estimated to be in the amount of $35 000.00 per year.
Costs for space build -out, implementation of new electncal components including backup generator,
and rooftop installations are estimated in the amount of $320,000.00 However, the office space
Agreement calls for credits totaling $160,000.00 to be applied to the annual rate during the first five
years of the Agreement As a result, the net cost to the City during the first five years will be
approximately $70 000 00 annually.
The selection of Burnett Plaza is based on its location and height. Staff also reviewed another
downtown structure, but determined the lower cost associated with maintaining service at Burnett
Plaza, coupled with the significantly lower rates under the new Agreement, warranted the
recommendation for the execution of the proposed Agreements.
Execution of the Agreements will allow the City to begin planning and construction of the space to
house the radio equipment at this site in time for the go -live of the public safety radio system now
scheduled for July 2013.
TERM - Each Agreement shall be for an initial term of five years.
ADMINISTRATIVE INCREASE — An administrative amendment or increase may be made to each
http://apps.cfwnet.org/council_packet/mc review.asp7ID=17780&councildate=12/18/2012 1/29/2013
M&C Review Page 2 of 2
Agreement by the City Manager for an amount up to $50 000 00 and does not require specific City
Council approval as long as sufficient funds have been appropriated
RENEWALS - Each Agreement shall have two options to renew for five years each providing for a
potential term of up to fifteen years to align with the anticipated life of the radio communications
system. Each Agreement is subject to an annual increase not to exceed two percent. This action
does not require specific City Council approval provided that sufficient funds have been appropriated
during the renewal terms.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Information Systems Fund and Information Systems Capital Projects
Fund.
TO Fund/Account/Centers
Submitted for Citv Manaaer's Office bv:
Oriainatina Department Head:
Additional Information Contact:
ATTACHMENTS
FROM Fund/Account/Centers
P251 539120 041030173580 $320.000.00
PI68 539120 0046020 $105.000.00
Susan Alanis (8180)
Peter Anderson (8781)
Steve Streiffert (2221)
Alan Girton (8484)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=17780&councildate=12/18/2012 1/29/2013