The URL can be used to link to this page

Home My WebLink AboutContract 58668DocuSign Envelope ID: B6BDB2A7-73CE-4DED-B513-OBA86DA6C513 CSC No. 58668 Site ID: DA54XC316 EQUIPMENT TRANSFER AGREEMENT This EQUIPMENT TRANSFER AGREEMENT (this "Agreement") is made and entered into as of the date of the last party to execute this Agreement (the "Effective Date"), by Sprint Spectrum Realty Company, LLC, a Delaware limited liability company (formerly limited partnership), successor in interest to Sprint Spectrum LP, or any affiliate or successor in interest ("Transferor"), in favor of City of Fort Worth, Texas, a home rule municipal corporation organized under the laws of the State of Texas, ("Transferee"). Transferor and Transferee shall individually be referred to as a "Party" and collectively as the "Parties". WHEREAS, the Parties (or their respective predecessors in interest) entered into a Site License Agreement dated December 7, 2015, as may have been amended (collectively, the "Lease") for Transferor to utilize certain portions of 2500 SE Loop 820 East, Fort Worth, TX 76140 (the "Property"); WHEREAS, a Notice of Termination was sent to Transferee on July 8, 2022, stating that the Lease was terminated effective September 30, 2022. The Parties agree that no further notice is required evidencing the end of Transferor's tenancy at the Property and that, on the Effective Date, the Transferred Property (as defined below) shall not be removed by Transferor, that title shall pass to Transferee, and that Transferee shall become the lawful owner of the Transferred Property. Transferor's equipment not specified in Exhibit A shall be removed in accordance with the Lease and the terms of this Agreement no later than October 13, 2022 ("Projected Removal Date"). Rent and any other fees payable by Lessee under the Lease shall cease on the Projected Removal Date; however, in the event the actual equipment removal date ("Actual Removal Date") is prior in time to the Projected Removal Date, then all monetary obligations of Lessee shall cease on the Actual Removal Date; WHEREAS, this Agreement specifically relates to the Transferred Property and does not affect, amend or limit any other rights or obligations of the Parties under the Lease; NOW, THEREFORE, in consideration of the terms, conditions, covenants and mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows: 1. Equipment and Surrender Obligations. a) Surrender Obligations and Transfer of Title. Transferee agrees that Transferor shall surrender the premises in an "as -is " condition. Transferor shall leave, convey, transfer, and assign all equipment, leasehold improvements, and related items installed on the Property listed in Exhibit A ("Transferred Property"). Title to all Transferred Property automatically passes to Transferee and Transferee accepts the Transferred Property on an OFFICIAL RECORD 1 CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: B6BDB2A7-73CE-4DED-B513-OBA86DA6C513 Site ID: DA54XC316 "as is" basis. Transferor shall remove its equipment not specified on Exhibit A ("Transferor's Surrender Work"). b) Cooperation and Access. Transferee agrees to cooperate with Transferor regarding any necessary actions, including obtaining any required permits or other approvals. Transferor shall have the right of access to the Property at no cost, on a twenty-four (24) hours a day, seven (7) days per week basis. c) Mutual Release. Transferor and Transferee release and waive any claims against the other Party and such Party's successors, assigns, parent, subsidiaries and affiliates, arising out of the Lease and Transferor's Surrender Work, excepting any Security Deposit, prepaid -rent, rent credits or abatements owed to Lessee. 2. Covenants of Transferor. Transferor hereby covenants with, and represents and warrants to, Transferee that, as of the Effective Date: a. Transferor is lawfully seized and possessed of the Transferred Property; b. Transferor has the right to sell, transfer and convey the Transferred Property to Transferee; c. The Transferred Property at the Site(s) is, and shall be transferred to Transferee, free and clear of all security interests, liens, and other encumbrances of any type or description. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TRANSFEROR SHALL NOT HAVE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 3. Miscellaneous. a. This Agreement supersedes all prior discussions and agreements between the Parties with respect to the transfer of the Transferred Property and other matters contained herein, and this Agreement contains the sole and entire understanding and agreement between the Parties with respect thereto. In the event of any inconsistency or conflict between the terms and provisions of this Agreement and the Lease, this Agreement shall control. b. The Parties agree to use reasonable commercial efforts to execute and deliver such additional documents and to do such other acts as may be reasonably necessary or advisable to more fully implement or evidence the transactions contemplated by this Agreement. P► DocuSign Envelope ID: B6BDB2A7-73CE-4DED-B513-OBA86DA6C513 Site ID: DA54XC316 c. If any provision of this Agreement is unlawful or unenforceable under applicable law, the other provisions and the unlawful or unenforceable provision shall remain in effect to the extent permitted under applicable law. This Agreement shall be binding upon the Parties and their respective successors and assigns. This Agreement shall be governed by and construed and enforced in accordance with the internal substantive laws of the state where the Property is located, regardless of conflict of law principles. The use of the word "or" herein is not exclusive. The recitals set forth in the preamble of this Agreement are hereby incorporated into this Agreement as if fully set forth herein. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. d. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. Signed electronic copies of this Agreement (including signatures provided by PDF or DocuSign) shall be legally binding and deemed as originals. e. The signatories represent and warrant that he or she is duly authorized to execute this Agreement on behalf of their respective Party. ( Remainder of Page Intentionally Left Blank ) DocuSign Envelope ID: B6BDB2A7-73CE-4DED-B513-OBA86DA6C513 Site ID: DA54XC316 IN WITNESS WHEREOF, this Agreement has been executed by the Parties and is effective on the date of the last Party to sign this Agreement, as evidenced below: Transferor: Sprint Spectrum Realty Company, LLC, a Deleware limited liability company DocuSigned by: dl�,a,v� 13�S�,t,bp By' E6F0B8563C39412... Name: Mark Bisho Title: Director Date: 11/28/2022 Transferee: City of Fort Worth, Texas, a home rule municipal corporation organized under the laws of the State of Texas Vim- ✓1 -- B y• Valerie Washington (Dec 28, 202215:22 CST) Name: Valerie Washington Title: Assistant City Manager Date: Dec 28, 2022 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name Title: Kevin Gunn Director, IT Solutions Approved as to Form and Legality By: Name Title: Taylor Paris Assistant City Attorney Contract Authorization: M&C: Approved: 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: Lawrence Crockett (Dec 19, 2022 08:20 CST) Name: Lawrence Crockett Title: Sr. IT Solutions Manager -0 ooRT o* City Secretary: p� �o ° oo��d plg o.id Pvo o o=4 %Gi^`GN.2Z�Z�E'S, �dfN%Gt�i ddP �� aEaoSaa�d 'PAT- Jannette S. Goodall(JA 3,202307:49 CST) Name: Jannette Goodall Title: City Secretary OFFICIAL RECORD 4 CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: B6BDB2A7-73CE-4DED-B513-OBA86DA6C513 Site ID: DA54XC316 EXHIBIT A Transferred Property The following equipment Facilities will be left in place and become part of the property being transferred to the Lessor by way of this Agreement. • Two (2) Metal Poles, set in small Concrete Foundations. • Pole 1 measuring 63". • Pole 2 measuring 7'8". • Concrete foundations measuring 1'xl'. • All Metal Bracing which small tan junction box is secured to. • Small tan Junction Box (installed by AT&T). • Grey Conduit connection to small tan junction box (installed by AT&T). • One (1) Ground Bar. Site Address: 2500 SE Loop 820 East, Fort Worth, TX 76140 Site ID: DA54XC316 Lease ID: DA54XC316-A-001 R