THIRD AMENDMENT TO SITE LICENSE AGREEMENT DocuSign Envelope ID:A11 F9B56-5C1 F-4678-80EF-C80DDCE19EA4
THIRD AMENDMENT OF SITE LICENSE AGREEMENT
THIS THIRD AMENDMENT OF SITE LICENSE AGREEMENT (this "Amendment") is
made as of (' y and between: (i)the CITY OF CLEARWATER, a municipal
corporation of the State of Florida ("City"), (ii) the STATE OF FLORIDA, DEPARTMENT
OF MANAGEMENT SERVICES, an agency of the State of Florida, (the "State"), and (iii)
UHARRIS TECHNOLOGIES, INC., a Delaware corporation ("L3Harris"), as successor in
interest to M/A-COM Private Radio Systems, Inc. The City, the State and L3Harris shall
sometimes hereinafter be individually referred to in this Amendment as a"Party" and collectively
as the "Parties".
WITNESSETH:
WHEREAS, M/A-COM Private Radio Systems, Inc. ("M/A-COM"), as tenant, was leased two
communication towers from the City, as landlord, pursuant to the terms of that certain Tower
Agreement dated as of July 1, 2002 (the "Original Site License Agreement"). The two towers
leased to M/A-COM by the City in the Original Site License 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"); 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
Site License Agreement; and
WHEREAS,L3 Technologies was merged into Harris on June 30,2019, and Harris was renamed
"L3Harris Technologies, Inc." L3Harris succeeded to all of the rights and obligations of Harris
under the Original Site License Agreement; and
WHEREAS, space has been used on the Dunedin Tower by L3Harris and its predecessors to
operate and maintain telecommunications equipment for the State of Florida Statewide Law
Enforcement Radio System ("SLERS") pursuant to the terms of that certain Service and Access
Agreement by and between L3Harris and its predecessors and the State dated September 28,2000,
as amended to date (the "SLERS Agreement"); and
WHEREAS, on June 30, 2021,the SLERS Agreement expired and, in accordance with Line Item
2860 of the 2021-2022 General Appropriations Act(Chapter 2021-036, Laws of Florida), starting
on July 1, 2021, L3Harris and the State entered into a new contract pursuant to which L3Harris
remains responsible for the management and operations of the SLERS network (the "SLERS-2
Agreement"); and
WHEREAS,pursuant to the terms of the SLERS-2 Agreement, L3Harris assigned its rights as a
tenant in the use of the Dunedin Tower to the State with the City's consent as landlord under
DocuSign Envelope ID:A11 F9B56-5C1 F-4678-80EF-C80DDCE19EA4
the terms of that certain Partial Assignment and Amendment of Site License Agreement
effective as of July 1, 2021 (the"Partial Assignment"); and
WHEREAS,the Primary Term of the Site License Agreement ended on September 30,2022. On
October 3,2022,the Parties executed the Second Amendment of License Agreement to extend the
Term of the Site License Agreement for an additional three (3) months running from September
30, 2022, through December 31, 2022 (the "Extended Term"), to provide the Parties with
additional time to mutually agree upon the terms and conditions to be incorporated in two new
separate site license agreements (the "Second Amendment"). (The Original Site License
Agreement, as amended by the terms of the Partial Assignment and the Second Amendment,
shall hereinafter be referred to as the"Site License Agreement"); and
WHEREAS,the Extended Term of the Site License Agreement ends on December 31, 2022. The
Parties desire to further extend the Term of the Site License Agreement for an additional three (3)
months running from December 31, 2022, through March 31, 2023, to provide the Parties with
additional time to mutually agree upon the terms and conditions to be incorporated in the two new
separate site license agreements.
NOW THEREFORE, in consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the
Parties amend the Site License Agreement as follows:
1. Recitals. The above recitals above are incorporated herein by reference.
2. Term. The Extended Term of the Site License Agreement ends on December 31, 2022.
The Parties mutually agree to extend the Term of the Site License Agreement for an additional
three (3) months running from December 31, 2022 through March 31, 2023 to provide the Parties
with additional time to mutually agree upon the terms and conditions to be incorporated in two
new separate site license agreements which are contemplated to be entered into between: (i)the
City, as landlord, and the State for the use of the Dunedin Tower; and (ii) the City, as landlord,
and UHarris for the use of the Missouri Road Tower.
3. Miscellaneous.
a. This Amendment shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns.
b. This Amendment shall be governed by and construed in accordance with the laws
of the State of Florida.
C. The Site License Agreement shall not be further modified or amended in any manner
other than by a written agreement signed by the Parties.
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DocuSign Envelope ID:A11 F9B56-5C1 F-4678-80EF-C80DDCE19EA4
d. The terms and conditions of the Site License Agreement,except as amended herein,
shall remain in full force and effect.
e. This 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.
f. 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 Amendment.
[Signature page on next page]
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DocuSign Envelope ID:A11 F91356-5C1 F-4678-80EF-C80DDCE19EA4
IN WITNESS WHEREOF, the Parties have duly executed this Amendment as an instrument
under seal as of the day and year first above written.
STATE: UHARRIS:
STATE OF FLORIDA,DEPARTMENT UHARRIS TECHNOLOGIES,INC., a
OF MANAGEMENT SERVICES, Delaware corporation
an agency of the State of Florida
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By: _ Few By:
Name: Denise Adkins Name: Michael J. Hayes
Title: Director Title: VP, Programs Management
Date: 12/21/2022 1 2:45 PM EST Date: November 8, 2022
CITY:
CITY OF CLEARWATER, FLORIDA,
a municipal corporation of the State of Florida
By: By:
W
e: Frank V. Hibbard Name: Jon P. Jennings
Mayor City Manager
Reviewed and Approved: Attest:
Name: Matthew J. Mytych, sq. Name: osemarie C 1
Assistant City Attorney City Clerk
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