HomeMy WebLinkAboutContract 49457 /',,�1 12�_ CITY SECRETARY
CONTRACT NO. L�
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a FOG PQN ROW ENCROACHMENT LICENSE AGREEMENT
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T AGREEMENT is made and entered into by and between THE CITY OF FORT
6' Wd Z� TH, ("City") and American Airlines, Inc. ("Licensee"), lessee of the real property
ocated at 13801 FAA Blvd., Fort Worth, Texas 76155 ("Property").
RECITALS
WHEREAS, Licensee entered into a lease agreement (the "Lease") with
Dallas/Fort Worth International Airport Board (the "Airport Board"), the owner of the
Property, and Licensee must encroach under City's right-of-way in order to construct
electrical improvements on the Property;
WHEREAS, Licensee's encroachments include a 30 inch steel encased electrical
conduit in FAA Blvd., an 8 inch steel encased electrical conduit in American Blvd., and
an 1 inch steel encased communications conduit in FAA Blvd. (American Blvd. and FAA
Blvd. collectively referred to as "ROW");
WHEREAS, Licensee has authority under the Lease to enter into this Agreement;
WHEREAS, the City and Licensee enter into this Agreement to allow Licensee
to construct/place and maintain certain improvements which will encroach into the ROW
as shown on the map attached to this Agreement as Exhibit "A" and incorporated herein
for all purposes; and
WHEREAS, City will allow the Encroachment under the terms and conditions as
set forth in this Agreement to accommodate the needs of the Licensee.
NOW, THEREFORE, the City and Licensee agree as follows:
AGREEMENT
1.
City, in consideration of the payment by the Licensee of the fee set out below and
covenants and agreements hereinafter contained, to be kept and performed by Licensee,
hereby grants permission to Licensee to encroach upon and occupy a portion of the City's
ROW for the purposes of installing, maintaining, repairing, and replacing a 30 inch steel
encased electrical conduit, an 8 inch steel encased electrical conduit, and an 1 inch steel
encased communications conduit (collectively the "Encroachment") as described in and
at the location within the ROW shown on Exhibit "A" but only to the extent shown
thereon. Upon completion of the Encroachment, Licensee agrees to be responsible for
maintaining the Encroachment within the ROW. Licensee shall not expand or otherwise
cause the Encroachment to further infringe in or on City's ROW beyond what is
specifically described in Exhibit"A" attached hereto.
ROW Encroachment Agreement-Commercial Page 1 of 10 FOFFICIALECORD
RF�llI1R'Y
FT.WORTH,TX
2.
All construction, maintenance and operation in connection with such
Encroachment, use and occupancy shall be performed in strict compliance with this
Agreement and the City's Charter, Ordinances and Codes and in accordance with the
directions of the Director of the Transportation and Public Works or the Director of the
City's Water Department, or his or her duly authorized representative. Licensee shall
submit all plans and specifications to the applicable Director or his or her duly authorized
representative prior to the construction of the Encroachment. Licensee shall not
commence construction of the Encroachment until receiving written approval by the
Director, but such approval shall not relieve Licensee of responsibility and liability for
concept, design and computation in the preparation of such plans and specifications.
3.
Upon prior written notice to Licensee, except in the case of an emergency,
Licensee agrees that City may enter and utilize the referenced areas at any time for the
purpose of installing, repairing, replacing, or maintaining improvements to its public
facilities or utilities necessary for the health, safety and welfare of the public or for any
other public purpose. City shall bear no responsibility or liability for any damage or
disruption or other adverse consequences resulting from the Encroachment installed by
Licensee, but City will make reasonable efforts to minimize such damage. In the event
that any installation, reinstallation, relocation or repair of any existing or future utility or
improvements owned by, constructed by or on behalf of the public or at public expense is
made more costly by virtue of the construction, maintenance or existence of the
Encroachment and use, Licensee shall pay to City an additional amount equal to such
additional cost as reasonably determined by the Director of Transportation and Public
Works or the Director of the Water Department, or said Director's duly authorized
representative.
4.
Licensee agrees to pay to City at the time this Agreement is requested an
application fee of$325.00 in order to defray all costs of inspection and supervision which
City has incurred or will incur as a result of the construction, maintenance, inspection or
management of the encroachments and uses provided for by this Agreement. Licensee
agrees to pay a fee in the amount of$.56 per square/linear foot of the encroachment area
upon execution of this Agreement and annually thereafter.
ROW Encroachment Agreement-Commercial Page 2 of 10
Rev.07/2017
5.
The term of this Agreement shall be for the duration of the Lease, commencing
on the date this Agreement is executed by City. However, this Agreement shall terminate
upon Licensee's non-compliance with any of the terms of this Agreement. City shall
notify Licensee in writing of the non-compliance, and if not cured within 30 days, this
Agreement shall be deemed terminated, unless such non-compliance is not susceptible to
cure within 30 days, in which case this Agreement shall be deemed terminated in the
event that Licensee fails to commence and take such steps as are necessary to remedy the
non-compliance within 30 days after written notice specifying the same, or having so
commenced, thereafter fails to proceed diligently and with continuity to remedy same.
6.
It is further understood and agreed between the parties hereto that the ROW to be
used and encroached upon as described herein, is held by City as trustee for the public;
that City exercises such powers over the ROW as have been delegated to it by the
Constitution of the State of Texas or by the Texas Legislature; and that City cannot
contract away its duty and its legislative power to control the ROW for the use and
benefit of the public.
7.
LICENSEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, AND ELECTED OFFICIALS
FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY
DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER,
ARISING OUT OF OR IN CONNECTION WITH, THE CONSTRUCTION,
MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF THE
ENCROACHMENT AND USES GRANTED HEREUNDER, WHETHER OR NOT
CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE OF OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
LICENSEES, ELECTED OFFICIALS, OR INVITEES OF THE CITY; AND
LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
SUCH CLAIMS OR SUITS. LICENSEE SHALL LIKEWISE ASSUME ALL
LIABILITY AND RESPONSIBILITY AND SHALL INDEMNIFY CITY FOR
ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT
OF OR IN CONNECTION WITH THE ENCROACHMENTS AND ANY AND
ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
LICENSEES, OR INVITEES WITH RESPECT THERETO. THE FOLLOWING
INDEMNITY SHALL NOT APPLY WITH RESPECT TO MATTERS ARISING
OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY THE
ROW Encroachment Agreement-Commercial Page 3 of 10
Rev.07/2017
CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS,LICENSEES, ELECTED OFFICIALS OR INVITEES.
S.
While this Agreement is in effect, Licensee agrees to furnish City with a
Certificate of Insurance naming City as certificate holder, as proof that it has secured and
paid for a policy of public liability insurance covering all public risks related to the
proposed use and occupancy of public property as located and described in Exhibit"A".
The amounts of such insurance shall be not less than
$1,000,000 Commercial General Liability
with the understanding and agreement by Licensee that such insurance amounts may be
reasonably revised upward at City's option and that Licensee shall so revise such
amounts immediately following notice to Licensee of such requirement. Such insurance
policy shall not be canceled or amended without at least 30 days prior written notice to
the Building Official of the City of Fort Worth. Within in 30 days of execution of this
Agreement, Licensee agrees to submit a copy of such Certificate of Insurance. Licensee
agrees to submit a similar Certificate of Insurance annually to City on the anniversary
date of the execution of this Agreement.
Licensee agrees, binds and obligates itself, its successors and assigns, to maintain
and keep in force such public liability insurance at all times during the term of this
Agreement and until the removal of the Encroachment and the cleaning and restoration of
the ROW. All insurance coverage required herein shall include coverage of all
Licensees' contractors and subcontractors.
9.
At Licensee's expense, Licensee shall file this agreement in the Real Property
Records of Tarrant County, Texas within fifteen (15) days of its full execution. After
being recorded, the original shall be returned to the City Secretary of the City of Fort
Worth.
10.
Licensee agrees to comply fully with all applicable federal, state and local laws,
statutes, ordinances, codes or regulations in connection with the construction, operation
and maintenance of the Encroachment and uses.
11.
Licensee agrees to pay promptly when due all fees,taxes or rentals provided for
by this Agreement or by any federal, state or local statute, law or regulation.
ROW Encroachment Agreement-Commercial Page 4 of 10
Rev.07/2017
12.
Licensee covenants and agrees that it shall operate hereunder as an independent
contractor as to all rights and privileges granted hereunder and not as an officer, agent,
servant or employee of City, and Licensee shall have exclusive control of and the
exclusive right to control the details of its operations, and all persons performing same,
and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors, subcontractors, licensees and invitees. The doctrine of
respondeat superior shall not apply as between City and Licensee, its officers, agents,
servants, employees, contractors and subcontractors, and nothing herein shall be
construed as creating a partnership or joint enterprise between City and Licensee.
13.
Licensee agrees and acknowledges that this Agreement is solely for the purpose
of permitting Licensee to construct, maintain and locate the Encroachment within the
ROW and is not a conveyance of any right, title or interest in or to the ROW nor is it
meant to convey any right to use or occupy property in which a third party may have an
interest. Licensee agrees that it will obtain all necessary permissions before occupying
such property.
14.
In any action brought by the City for the enforcement of the obligations of the
Licensee, City shall be entitled to recover interest and reasonable attorney's fees.
15.
The parties agree that the duties and obligation contained Sections 3 and 4 shall
survive the termination of this Agreement.
16.
Licensee covenants and agrees that it will not assign all or any of its rights,
privileges or duties under this Agreement without the written approval of City, and any
attempted assignment without such written approval shall be void. The foregoing
prohibition shall not prohibit Licensee from collaterally assigning this Agreement in
connection with any financing, upon receiving written approval as outlined in the
foregoing sentence. In the event Licensee conveys the Property, Licensee may assign all
of its rights and obligations under this Agreement to the new owner of the Property, and
Licensee shall be deemed released from its duties and obligations hereunder upon City's
approval in writing of such assignment, which approval shall not be unreasonably
conditioned or withheld. Foreclosure by a secured lender of Licensee or assignment to a
secured lender by Licensee in the event of default or otherwise shall not require City
approval provided that said lender notifies City in writing within 60 days of such
foreclosure or assignment and assumes all of Licensees' rights and obligations hereunder.
ROW Encroachment Agreement-Commercial Page 5 of 10
Rev.07/2017
However, no change of ownership due to foreclosure or assignment to any secured lender
of Licensee shall be effective as to City unless and until written notice of such
foreclosure or assignment is provided to City.
17.
Any cause of action for breach of this Agreement shall be brought in Tarrant
County, Texas. This Agreement shall be governed by the laws of the State of Texas.
18.
This Agreement shall be binding upon the parties hereto, their successors and
assigns.
THIS AGREEMENT may be executed in multiple counterparts, each of which
shall be considered an original, but all of which shall constitute one instrument.
AGREED:
LICENSEE: AMERICA AIRLINES, INC. TY: CITY F FORT WORT
- -
_ _-__ a
Timot ipworth Randle d
Vice President Airport Affairs and Facilities Planning & Development Director
APPROVED TO FORM AND LEGALITY
Jessica Sankvang, A istant Pity Attorney
AT4Kser
0: By:
MI
Cid/Secretary
XAs No M&C Required
Form 1295 Certification No. N/A
ROW Encroachment Agreement-Commercial Page 6 of 10 OFFICIAL RECON
Rev.07/2017
CITY SECRETARY
FT.WORTH,TX
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.
N s n/J
Title:e: ..�(1�
ROW Encroachment Agreement-Commercial Page 7 of 10
Rev.07/2017
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Timothy Skipworth, Vice President Airport
Affairs and Facilities, known to me to be the same person whose name is subscribed to
the foregoing instrument, and acknowledged to me that the same was the act of
American Airlines, Inc. and that he/she executed the same as the act of said American
Airlines, Inc. for the purposes and consideration therein expressed and in the capacity
therein stated.
�-- GIVEN UNDER MY HAND AND SEAL OF OFFICE this, i day of
l�
-' 20 1-7.
CAROL IAEGER Notary Public in and for the State of Texas
Notary Public, state of Texas
Y
:�•��..c Comm.Expires 11-17-2019
oc Notary ID 130443251
._.r--------
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the
State of Texas, on this day personally appeared Randle Harwood, Planning &
Development Director of the City of Fort Worth, known to me to be the same person
whose name is subscribed to the foregoing instrument, and acknowledged to me that the
same was the act of the City of Fort Worth and that he/she executed the same as the act
of the City of Fort Worth for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 01",U day of
, 20 n
oary Public in and for the State of Texas
,a,,,,,,,,,
,o.�Y Pie,-,- EVELYN VASQUEZ
=_ �c Notary Public,Mate of Texas
s• �= My Commission Expires
August 04, 2019
ROW Encroachment Agreement-Commercial Page 8 of 10
Rev. 07/2017
After Recording Return to:
City of Fort Worth City Attorney's Office
200 Texas Street
Fort Worth TX, 76102
ROW Encroachment Agreement-Commercial Page 9 of 10
Rev.07/2017
EXHIBIT"A"
Map of Encroachment
ROW Encroachment Agreement-Commercial Page 10 of 10
Rev.07/2017
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