AMENDMENT_1_TO_ASSIGNMENT_FINAL.PDF
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FIRST AMENDMENT C-65-24-007-X-01 Page 1 of 5 FIRST AMENDMENT TO AMENDED & RESTATED LICENSE AGREEMENT FOR USE OF REAL PROPERTY BETWEEN MARICOPA COUNTY LIBRARY DISTRICT AND J.W. TECH CONSULTING, LLC THIS FIRST AMENDMENT TO AMENDED & RESTATED LICENSE AGREEMENT FOR USE OF REAL PROPERTY (“First Amendment”) is entered into by and between MARICOPA COUNTY LIBRARY DISTRICT, a political taxing subdivision of the state of Arizona (“Licensor”), and J.W. TECH CONSULTING, LLC, an Arizona limited liability company (“LICENSEE”). Licensor and Licensee are herein collectively refered to as “Parties” and individually as a “Party.” RECITALS A. Liftable Media., Inc., a Delaware corporation (“Assignor”) and Licensee entered into an Amended and Restated License Agreement dated as of January 16, 2024 (“License”) for use of a portion of the property located at 41810 N. Venture Dr., Bldg. F, Phoenix, AZ 85056 (“Property”). The License grants Licensee a temporary, non-exclusive License to use the Licensed Space for the Permitted Use. B. Assignor and Licensor entered into an Assignment and Assumption of Amended and Restated License Agreement as of February 13, 2024 (“Agreement”) whereby Assignor assigned all of its rights, title and interests in, to and under the License to Licensor. C. The term of the License expires January 13, 2025. D. Licensor and Licensee now mutually desire to enter into this First Amendment to extend the term of the License. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee agree as follows: 1. The Recitals, by this reference, are incorporated into this First Amendment. 2. The term of the License is hereby extended ninety (90) days and will expire April 13, 2025. The License is subject to termination pursuant to the provisions of A.R.S. 38-511, the provisions of which are incorporated herein by this reference. Licensee and/or any of its Docusign Envelope ID: F557207B-63A2-461C-A457-04359A0F825A FIRST AMENDMENT C-65-24-007-X-01 Page 2 of 5 employees, agents, officers, directors, members, successors or assigns hereby waives any and all rights to bring any claim against Licensor or its employees, agents, officers, directors, members, successors or assigns from or relating in any way to Licensor’s termination of this License. 3. Licensor does not warrant or guarantee that uninterrupted utility services will be provided at the Property during the extension of the term of the License. 4. The effective date of this First Amendment is the date of execution by Maricopa County. 5. Even though the name and signature of Licensee in the signature block of the License is correct, in order to avoid confusion due to the inconsistent name of Licensee in the introductory paragraph of the License, it is hereby clarified that Licensee’s name is J.W. Tech Consulting, LLC. 6. The License may be signed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures. 7. The Assistant County Manager for Maricopa County and/or the Maricopa County Real Estate Director and/or the Library District Director for Maricopa County shall administer the License, including execution of documents necessary to administer the License. 8. Licensee warrants and certifies that it does not currently, and agrees for the duration of License 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 Uyghurs 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 Licensee becomes aware during the term of the License that the Licensee is not in compliance with this paragraph, the Licensee shall notify the Licensor within five (5) business days after becoming aware of the noncompliance. Failure of Licensee to provide a written certification that the Licensee has remedied the noncompliance within one hundred eighty (180) days after notifying Licensor of its noncompliance, the License shall terminate unless the Term of the Lease shall end prior to said one hundred eighty (180) day period. 9. No later than the date of execution of this First Amendment by Licensee, Licensee shall provide Licensor documentation approved by Licensor indicating the individual signing this First Amendment is authorized to do so. Docusign Envelope ID: F557207B-63A2-461C-A457-04359A0F825A FIRST AMENDMENT C-65-24-007-X-01 Page 3 of 5 10. No later than the date of execution of this First Amendment by Licensee, Licensee shall provide Licensor documentation approved by Licensor indicating the individual signing this First Amendment is authorized to do so. 11. The foregoing paragraphs contain all the changes made by this First Amendment. All other terms and conditions of the License remain the same and in full force and effect, except as herein amended. THE REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK Docusign Envelope ID: F557207B-63A2-461C-A457-04359A0F825A FIRST AMENDMENT C-65-24-007-X-01 Page 4 of 5 IN WITNESS WHEREOF, the Parties have signed this First Amendment. LICENSOR: MARICOPA COUNTY LIBRARY DISTRICT, a political taxing subdivision of the State of Arizona ____________________________________ Chairman of the Board of Directors ATTEST: ____________________________________ Clerk of the Board Date APPROVED as to FORM: ____________________________________ Deputy County Attorney Date Docusign Envelope ID: F557207B-63A2-461C-A457-04359A0F825A 11/22/2024 FIRST AMENDMENT C-65-24-007-X-01 Page 5 of 5 LICENSEE: J.W. TECH CONSULTING, LLC, an Arizona limited liability company ____________________________________ Joshua Weidman, Member ____________________________________ Date Docusign Envelope ID: F557207B-63A2-461C-A457-04359A0F825A 11/22/2024