PHO BUENOS AIRES_C# 94176_PE 2ND AMENDMENT 03.13.23.PDF
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DocuStgn Envelope ID FD07D905-3FF2-4035-98DB-53B076FE2A88 SECOND AMENDMENT TO MONOPOLE USE MANAGEMENT AGREEMENT This Second Amendment to Monopole Use Management Agreement (“Amendment”) is entered into as of the last date written below by and between Maricopa County, a political subdivision of the State of Arizona (“County”), and Alltel Corporation, a Delaware corporation, d/b/a Verizon Wireless, as successor in interest to Alltel Communications Southwest Holdings, Inc. (“User”), with reference to the facts set forth in the Recitals below. RECITALS A. County is the owner of certain property (“Property”) as more particularly described in Exhibit “D” to the First Amendment (defined below). B. County and User are parties to that certain Monopole Use Management Agreement dated as of March 6, 2008 (the “Management Agreement”), as amended by that certain First Amendment to Monopole Use Management Agreement dated as of June 20, 2012 (the “First Amendment”, and together with the Management Agreement, the “Agreement”), pursuant to which User uses a portion of the Property for the operation of a communications facility, together with rights for access and utilities. C. The term of the Agreement is scheduled to expire on March 16, 2023. D. County and User have agreed to amend the Agreement to extend the term of the Agreement and to provide for early termination of the Agreement as set forth more fully below. AGREEMENT NOW, THEREFORE, m consideration of the foregoing Recitals, the mutual covenants and conditions below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the paities agree as follows- 1. Recitals. The Recitals, by this reference, are incorporated into this Amendment. 2. Defined Terms. Any capitalized terms used in this Amendment that are not defined herein shall have the meanings given those terms in the Agreement unless the context expressly requires otherwise. 3. Term. The term of the Agreement is hereby extended for five (5) years, commencing letroactively as of March 17, 2023 and expiring on Maich 16,2028 (the “Extension Term”) Notwithstanding the foregoing, at any time during the term of the Agreement (including the Extension Term), User may terminate the Agreement by giving County sixty (60) days prioi wntten notice thereof. In such event, County shall letain any pie-paid rent. However, if User has not yet paid the payment of annual rent next due when User terminates the Agreement, County shall prorate such amount to reflect only the annual rent due for the period prior to the termination. This Agreement is subject to the provisions of A R.S. §38-511. PHO Buenos Anes #166391058v2 DocuSign Envelope ID FD07D905-3FF2-4035-98DB-53B076FE2A88 4. Rent. Prior to entering into this Amendment, User has already paid annual rent through the period ending July 31, 2023. For the period commencing on August 1, 2023 and foi the remainder of the Extension Term, annual rent payable by User to County shall equal $24,000 per annum, payable annually in advance on August 1 of each year. Annual rent payable for the period from August 1, 2027 through March 16, 2028 (the “Final Extension Year”) shall be proiated based on the actual number of days in the Final Extension Year and equal $15,066.67. Payments shall be sent to : Maricopa County - Environmental Services Department Waste Resources and Recycling - Attn: Finance 2222 S. 27th Avenue Phoenix, AZ 85009 5. Notices Usei ’s address for the purpose of notice is hereby deleted and replaced with the following. Alltel Corporation d/b/a Verizon Wireless 180 Washington Valley Road Bcdminster, New Jersey 07921 Attention: Network Real Estate County’s addiess for the purpose of notice is hereby deleted and replaced with the following: Maricopa County - Environmental Services Department Waste Resouices and Recycling - Attn: Finance 2222 S. 27tl1 Avenue Phoenix, AZ 85009 With a copy to: Maricopa County Real Estate Department 2801 W Durango Sheet Phoenix, AZ 85009 6. Continued Effect. Except as specifically modified by this Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between any term or provision of the Agreement and this Amendment, the terms and provisions of this Amendment shall control. All captions are for leference purposes only and shall not be used in the construction or interpretation of this Amendment 7. Counterparts; Electronic Signatures. This Agreement may be executed in two oi more counterparts, each of which shall be deemed an original but all of which togethei shall Page 2 of 5 DocuSign Envelope ID FD07D905-3FF2-4035-98DB-53B076FE2A88 constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures. 8. Certification Pursuant to A.R.S. § 35-394. User warrants and certifies that it does not currently, and agrees for the duration of Agreement that it will not, use: 1. the forced labor of ethnic Uyghurs in the People's Republic of China. 2. any goods or services produced by the forced labor of ethnic Uyghuis in the People’s Republic of China, 3. any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If User becomes aware during the term of the Agreement that the User is not in compliance with this paragraph, the User shall notify the County within five (5) business days after becoming aware of the noncompliance Failure of User to provide a written certification that the User has remedied the noncompliance within one hundred eighty (180) days after notifying County of its noncompliance, this Agreement shall terminate unless the term of this Agreement shall end prior to said one bundled eighty (180) day period. [Signatures appear on next page] Page 3 of 5 DocuStgn Envelope ID FD07D905-3FF2-4035-98DB-53B076FE2A88 IN WITNESS WHEREOF, County and User have caused this Amendment to be executed by each party’s duly authorized repiesentative effective as of the last date written below. COUNTY: Maricopa County, a political subdivision of the State of Arizona By:............. ...... .................._____________ Name. Clint Hickman Title: Chairman of the Board of Supervisors Date:__________________________ ATTEST: Clerk of the Board Date APPROVED AS TO FORM: *------DocuSigned by 2/16/2023 Deputy County Attorney Date Page 4 of 5 DocuSign Envelope ID: FD07D905-3FF2-4035-98DB-53B076FE2A88 USER: Alltel Corporation, d/b/a Verizon Wireless IA/zl— Name: - oSepV\ tA^.OxO'ki Title: SarMpt Kamgec- Date: ^ 2^