THIRD AMENDMENT TO SERVICE AND ACCESS AGREEMENTTHIRD AMENDMENT TO SERVICE & ACCESS AGREEMENT
(City of Clearwater)
This Third Amendment to Service & Access Agreement (this "Third Amendment") is entered into
as of this l ? Iday of f 2wi.%0 2022 (the date this Third Amendment is last signed by a
Party, the "Effective D to") by and between the CITY OF CLEARWATER, FLORIDA, a
municipal corporation of the State of Florida (the "City") and L3HARRIS TECHNOLOGIES,
INC., a Delaware corporation and successor -in -interest to M/A-COM Private Radio Systems, Inc.
("M/A-COM") and formerly known as Harms Corporation ("L3Harris"). The City and L3Harris
shall sometimes hereinafter be referred to in this Third Amendment individually as a "Party" and
collectively as the "Parties".
RECITALS
WHEREAS, the City and M/A-COM originally entered into the Service & Access Agreement
dated July 1, 2002 (the "Original Agreement"). Pursuant to the terms of the Original Agreement,
M/A-COM provided the Communications System described in the Original Agreement and
maintained the Communications System as required in the Original Agreement. Pursuant to the
terms of the Original Agreement, M/A-COM leased two towers from the City pursuant to the terms
of a Tower Agreement set forth in Schedule D to the Original Agreement. The two towers leased
to M/A-COM by the City in the Tower Agreement are: (a) the Communication Tower located on
the grounds of the City's Northeast Water Pollution Control Plant (the "Dunedin Tower"); and (b)
the Communication Tower located on Missouri Road in the City (the "Missouri Road Tower")
(the Dunedin Tower and the Missouri Road Tower shall sometimes hereinafter be collectively
referred to as the "City Towers"). Revenues from the subleasing of the City Towers are shared
with the City as provided in the Original Agreement. Space on the Dunedin Tower is also used for
antennas and other equipment that is used by L3Harris as part of the Florida Statewide Law
Enforcement Radio System ("SLERS"). Capitalized terms used in this Third Amendment shall
have the meanings set forth in the Agreement unless such terms are expressly defined in this Third
Amendment; and
WHEREAS, the City and M/A-COM previously entered into that certain First Amendment to
Service & Access Agreement dated November 8, 2005 (the "First Amendment") and
WHEREAS, Harris Corporation, a Delaware corporation ("Harris"), purchased the assets of M/A-
COM on May 29, 2009, including all of the rights and obligations of M/A-COM under the Original
Agreement as amended by the First Amendment; and
WHEREAS, the City and Harris previously entered into that certain Second Amendment to
Service & Access Agreement dated September 14, 2015 (the "Second Amendment"). (The
Original Agreement, as amended by the First Amendment and the Second Amendment, shall
hereinafter be collectively referred to as the "Agreement"); and
WHEREAS, L3 Technologies was merged into Harris on June 30, 2019 and Harris was renamed
"L3Harris Technologies, Inc.". L3Harris has all of the rights of Harris under the Agreement and
is fully responsible for the performance of all obligations of Harris under the Agreement; and
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WHEREAS, pursuant to the terms of the Partial Assigmnent and Amendment of Site License
Agreement entered into in January 2022 (the "Partial Assignment"), L3Harris assigned its rights
as a tenant for the use of the Dunedin Tower to the State of Florida, Department of Management
Services (the "State") with the City's consent; and
WHEREAS, the City and L3Harris are entering into this Third Amendment to extend the Term
of the Agreement for an additional three (3) months while the revisions to the Agreement are
finalized by the City and L3Harris and while the revisions to the Tower Agreement are finalized
by the City, the State and L3Harris.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the City and L3Harris amend the Agreement as follows:
1. Recitals The above Recitals are incorporated herein by reference.
2. Parties' Addresses — The street address for delivery of notices to MIA -COM and the City
indicated in Section 1.4 of the Agreement are deleted in their entirety and replaced with the
following addresses for delivery of notices to L3Harris and the City respectively:
"If to L3Harris, to:
L3Harris Technologies, Inc.
3800 Esplanade Way
Suite 190
Tallahassee, FL 32311
Attn: Steven A. Williams, Sr., Director
L3Harris Florida Statewide Law Enforcement Radio System (SLERS)
Program
Tel: (407) 595.5910
With a copy of L3Harris notices to go to:
L3Harris Technologies, Inc.
221 Jefferson Ridge Parkway
Lynchburg, VA 24501
Attn: Legal Department
Tel: (434) 455-6600
If to the City of Clearwater, to:
City of Clearwater
P.O. Box 4748
Clearwater, Florida 33758
Attn: City Manager
Tel: (727) 562-5055
With a copy of City Notices to go to:
City of Clearwater
One Clearwater Tower, 6th Floor
2
600 Cleveland St.
Clearwater, FL 33756
Attn: City Manager
Tel: (727) 562-5055"
In addition to the methods set forth in the Agreement for delivery of notices to the Parties, notices
may also be delivered by a Party through the use of a nationally recognized overnight courier
service.
1 Term - The Parties agree to amend Section 2.2 of the Agreement to read as follows:
"The Initial Term of the Service Agreement ends on September 30, 2022. The Parties mutually
agree to extend the Term of the Service Agreement for an additional three (3) months running
from September 30, 2022 through December 31, 2022. Thereafter, the Parties shall have the option
upon mutual agreement to extend this Service Agreement for one (1) additional fifty-seven (57)
month period ending on September 30, 2027. Such agreed upon three (3) month extension and
optional fifty-seven (57) month extension together reflect the 5 -year extension contemplated under
the Original Agreement."
4. Miscellaneous
a. The terms and conditions of the Agreement, except as amended herein, shall remain
in full force and effect.
b. This Third Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all of which together shall
constitute one and the same instrument. Executed signature pages delivered by electronic mail
shall be deemed effective as original signature pages.
c. Each of the Parties represents and warrants that it has the right, power, legal
capacity and authority to enter into and perform its respective obligations under this Third
Amendment.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Service
& Access Agreement as of the day and year first above written.
L3HARRIS TECHNOLOGIES, INC., a Delaware
corporation
By:
Name: Michael J. Hayes
Title: VP, Program Management
Date: August 29, 2022
Witnesses:
Print Name:
Print Name:
THE CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation
By:
Frank Hibbard
Mayor
Approved as to form:
Matthew J. Mytych, E
Assistant City Attorney
Sed
Jon P. Jennings
City Manager
41-LIKLi,u C)
Rosemarie Call
City Clerk
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