HomeMy WebLinkAboutContract 36167 Cf f Y SECRETARY
'014TRACT NO. Lloff
SETTLEMENT AND RELEASE AGREEMENT
WHEREAS,'the City of Fort Worth ("City") has purchased approximately eleven
acres in the Evans and Rosedale area to redevelop and revitalize the area by the creation
of jobs and new housing opportunities; and
WHEREAS, the Evans and Rosedale Project area is bounded by Terrell Street to
the North, Evans Avenue to the East, Rosedale Street to the South, and I-35 to the West
("Project Area"); and
WHEREAS, Clear Channel Outdoor, Inc. ("Clear Channel") maintains a 14' x
48' sign located at 1037 Rosedale ("Rosedale Sign") that is located within the Project
Area; and
WHEREAS, the Rosedale Sign negatively impacts the City's efforts to redevelop
and revitalize the Project Area and therefore, the City is considering legal action to
remove the Rosedale Sign; and
WHEREAS, the City and Clear Channel have entered into settlement negotiations
for Clear Channel to remove the Rosedale Sign if the City allows it to construct a new
sign on the west side of I-35, at 7300 South Freeway, Fort Worth (1-35 Sign") as
described in Exhibit "A"; and
WHEREAS, the City has determined that it is in its best interest to allow Clear
Channel to erect the I-35 Sign in exchange for removing the Rosedale Sign under the
terms and conditions contained herein and thereby avoid litigation.
NOW THEREFORE, in consideration of the mutual promises described herein,
including the Recitals set forth above, which are incorporated herein by reference, the City
and Clear Channel agree as follows:
1. RELEASE.
For and in consideration of the above recitals and the agreement of the City and
Clear Channel as set forth in this Agreement for the removal of the Rosedale Sign and
SETTLEMENT AND RELEASE AGREEMENT Page 1 of 10
construction of the I: 35 Sign, Clear Channel and the City hereby completely release and
forever discharge the other party, its agents, servants, employees, successors in interest, and
all persons, natural or corporate, in privity with such party from all past, present, or future
claims, demands, obligations, actions, causes of action, rights, damages, costs, expenses,
and compensation of any nature whatsoever, whether based in tort, contract, or other
theory of recovery, and whether for compensatory or punitive damages that may hereafter
accrue or otherwise be acquired, on account of, or in any way growing out of, or that are
the subject of this Agreement including, without limitation, all known or unknown claims
that Clear Channel or the City or any other party might assert, and the consequences
thereof, that have resulted or may result from Clear Channel's or the City's entering into
this Agreement. This release shall be a fully binding and complete settlement between
the City and Clear Channel and all parties represented by or claiming through the City or
Clear Channel. The release provided for in this Agreement is not applicable to any claim
or cause of action relating to performance of any obligations arising under this
Agreement.
2. CONSIDERATION.
In consideration of the release set forth above and the removal of the Rosedale
Sign, the City hereby agrees to allow Clear Channel to erect the I-35 Sign the structure
described in Exhibit "A" that is to be located at 7300 South Freeway, such location as
described in Exhibit"B."
SETTLEMENT AND RELEASE AGREEMENT Page 2 of 10
Upon execution of this Agreement, the City shall issue a demolition permit for the
purpose of demolition and removal of the Rosedale Sign. Concurrently with the issuance
of the demolition permit for the Rosedale Sign, Clear Channel shall submit building plans
for construction of the I-35 Sign. Upon receiving and reviewing the plans for the I-35
Sign to ensure compliance with City's rules and regulations, the City shall issue
construction and sign permits subject to the applicable local ordinance for the erection
and maintenance of the I-35 Sign for the purpose of operating a commercial outdoor
advertising sign structure. Upon receiving the permits, Clear Channel shall completely
remove the Rosedale Sign within 30 days after receipt of the final demolition permit and
shall complete construction of the I-35 Sign within 90 days after receipt of the final
construction permit. Clear Channel shall not begin construction of the I-35 sign until the
Rosedale Sign has been completely demolished and removed. The City shall issue a
stop-work order if construction of the I-35 Sign occurs prior to the demolition and
removal of the Rosedale Sign. All costs for demolition and removal of the Rosedale sign
and relocation costs for the I-35 Sign shall be paid by Clear Channel.
In addition, all City fees for the demolition and removal of the Rosedale Sign and
the construction and permit fees for the I-35 sign shall be waived.
3. ATTORNEYS' FEES.
Each party hereto shall bear all attorneys' fees and costs arising from the actions
of its own counsel in connection with this Agreement.
SETTLEMENT AND RELEASE AGREEMENT Page 3 of 10
4. GENERAL RELEASE.
Subject to the recitals, the City and Clear Channel hereby agree and acknowledge
that the release set forth in Section 1 is a general release and expressly waive and assume
the risk of any and all claims for damages that exist as of the effective date of this
Agreement, but which the City or Clear Channel does not know of or suspect to exist,
whether through ignorance, oversight, error, negligence, or otherwise, and which, if
known, would materially affect its decision to enter into this Agreement. The City and
Clear Channel further agree that they have agreed to the terms in this Agreement as a
complete compromise of matters involving disputed issues of law and fact and fully
assume the risk that the facts or the law may be otherwise than they believe or
understand.
5. WARRANTY OF CAPACITY TO EXECUTE AGREEMENT.
The City and Clear Channel represent and warrant that no other person or entity
has or has had any interest in the claims, demands, obligations, or causes of action
referred to in this Agreement, that they have the sole and exclusive right to execute this
Agreement and receive the benefits herein, and that they have not sold, assigned,
transferred, conveyed, or otherwise disposed of any of the claims, demands, obligations,
or causes of action referred to in this Agreement.
SETTLEMENT AND RELEASE AGREEMENT Page 4 of 10
6. DISCLAIMER OF LIABILITY.
The City and Clear Channel agree and acknowledge the consideration specified in
this Agreement is a full and complete compromise of matters involving disputed issues.
7. INDEMNITY.
To the extent permitted by law, the City and Clear Channel agree to indemnify and
save harmless the other party from any and all claims or liens resulting from their actions
under the settlement provided in this Agreement by any person, entity, or corporation,
provided, however, that in no event is this indemnity intended to apply to or cover any
and all claims, suits or actions brought by any third parties for any actions or omissions
by either the City or Clear Channel against such third party resulting in loss or damages
to such third party, including, but not limited to, condemnation action or other similar
actions.
Article XI, Section 7, of the Texas Constitution provides that a city is prohibited
from creating a debit unless the city levies and collects a sufficient tax to pay the interest
on the debt and provides a sinking fund. The City of Fort Worth has not and will not
create a sinking fund or collect any tax to pay any obligation created under this Section.
8. ENTIRE AGREEMENT AND SUCCESSORS IN INTEREST.
This Agreement contains the entire agreement between the City and Clear Channel
regarding the matters set forth herein, and it shall be binding upon and inure to the benefit
of the administrators, personal representatives, heirs, successors, and assigns of each.
SETTLEMENT AND RELEASE AGREEMENT Page 5 of 10
9. CONSTRUCTION BY STATE LAW.
This Agreement is entered into in the State of Texas and shall be construed and
interpreted in accordance with its laws.
10. REPREiENTATION OF COMPREHENSION OF DOCUMENT.
In entering into this Settlement Agreement, the City and Clear Channel represent
that they have relied upon the advice of personally selected counsel and that the terms of
the Settlement Agreement have been completely read and explained and fully understood
by the City and Clear Channel and that the City and Clear Channel voluntarily agree to its
terms.
11. ADDITIONAL DOCUMENTS.
The City and Clear Channel agree to cooperate fully and execute all documents
and to take all additional appropriate and necessary actions to give full force and effect to
the intent and terms of this Agreement.
12. ENTIRE AGREEMENT.
This Agreement contains the entire agreement between the City and Clear Channel
regarding the matters set forth herein. There are no other understandings or agreements,
verbal or otherwise, in relation thereto between the parties except as expressly set forth
herein.
SETTLEMENT AND RELEASE AGREEMENT Page 6 of 10
13. EFFECTIVENESS.
This Agreement shall become effective immediately following execution by all of
the parties.
EXECUTED in duplicate originals on the date hereinafter indicated.
CLEAR CHANNEL OUTDOOR, INC. THE CITY OF FORT WORTH
Dale A. Fissele P.
Assistant City Manager
Date: x Date: /
A 9 10-7
Approve for form and legality:
Name: Sarah Fullenwi r
Attorney at L w Senior Asssistarit City Attorney
,ttested by:.
Marty He rix
City Secretary
Contract a tho izatiou
Date
SETTLEMENT AND RELEASE AGREEMENT Page 7 of 10
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned, a notary P
_ ublic in and for the State of Texas on this
�
day personally ap eared T&I-s �- 1, k in the capacity of
DIF Iv00-\Q"\ of Clear Channel Outdoors, Inc., who being by me first
duly sworn on oath, deposed and said that he/she has read the foregoing Settlement and
Release Agreement and acknowledged to me that he/she executed it for the purposes and
consideration therein expressed on behalf of Clear Channel Outdoor, Inc. in his/her
official capacity.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ! day of
-Avemhc, 2007.
20."g"PU& i`�OORE Notary Public in and for
AFjy PUBUC
OF TEXAS The State of TEXAS
:� 6)iv co+nrn.UP.01-23-2008
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned, a notary public in and for the State of Texas, on this
day personally appeared Dale A. Fisseler in the capacity of Assistant City Manager of the
City of Fort Worth, who being by me first duly sworn on oath, deposed and said that he
has relad the foregoing Settlement and Release Agreement and acknowledged to me that
lie executed it for the purposes and consideration therein expressed on behalf of the City
of Fort Worth in his official capacity.
IVE UNDER MY HAND AND SEAL OF OFFICE, this oc.C,� L- day of
Qls�%3� 2007.
Notary Public in and for
ANA L.BRISENo The State of TEXAS
Notary Public,Stale of Texas
W�� My Commission Expires
March 07,2011
SETTLEMENT AND RELEASE AGREEMENT Page 8 of 10
Exhibit A
I-35 Sign
Billboard located t 7300South Freeway—located at the NE corner of I-35W and
Rosedale Street
Described by Clear Channel Outdoor as 42851 & 43224 South Frwy ES 50ft N/O
Rosedale
i
� k
NEW BETHEL CHURCH
M
' My job is saving you money. r
love my job. GEIC0
100
a
Proposed Billboard at New Bethel Church
7300 South Freeway, Fort Worth
14x48 bulletin, 421 /2' overall height
® . ESTATEOA CLEARCHANNEL
OUTDOOR
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 8/28/2007
DATE: Tuesday, August 28, 2007
LOG NAME: 17CLEARCHANNEL REFERENCE NO.: G-15847
SUBJECT:
Authorize the City Manager to Execute a Settlement Agreement with Clear Channel Outdoors, Inc.,
to Remove its Sign Located at 1037 Rosedale Street and Install a Sign at 7300 Interstate Highway
35W
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a Settlement Agreement
with Clear Channel, Inc., to remove its sign located at 1037 Rosedale Street and install a sign at 7300
Interstate Highway 35W.
DISCUSSION:
On June 5, 2007 the City Council authorized a Purchase Agreement with Cypress Equities ("Cypress") for
the sale of the city owned property in the Evans and Rosedale Project Area (M&C L-14331). The Evans
and Rosedale Project boundaries are: Lueda Street to the North, Evans Avenue to the East, Rosedale
Street to the South and Interstate 35W to the West.
The Purchase Agreement with Cypress provides that in order for Cypress to close on the property, the bill
board located at 1037 Rosedale ("Rosedale Sign") owned by Clear Channel Outdoors, Inc., ("Clear
Channel") must be removed from the Project Boundary.
City staff began discussions with Clear Channel regarding the removal of the Rosedala Sign within the
Evans and Rosedale Project Boundary. In order to avoid litigation, staff has negotiated a proposed
Settlement Agreement with Clear Channel to relocate the Rosedale Sign from the Project Area. The terms
of the Agreement are as follows:
• Clear Channel will remove the Rosedale Sign within 30 days of receiving a demolition permit from the
City.
• Clear Channel will submit building plans for a sign to be erected at 7300 South Freeway (1-35 Sign").
• So long as the construction plans are in compliance with the City's rules and regulations, the City shall
issue a construction and a sign permit for the 1-35 Sign.
• The 1-35 Sign will be installed within 90 days of removing the Rosedale Sign.
• The 1-35 Sign will be 14'x 48' back-to back structure.
• Clear Channel will pay all relocation costs for the 1-35 Sign and removal costs for the Rosedale Sign.
The proposed Settlement Agreement also provides that the City will waive all city fees.
Logname: 17CLEARCHANNEL, Page 1 of 2
The Rosedale Sign is located in COUNCIL DISTRICT 8.
The Interstate Highway 35W Sign is located in COUNCIL DISTRICT 6.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no effect on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Dale Fisseler (6140)
Originating Department Head: Tom Higgins (6192)
Additional Information Contact: Cynthia Garcia (8187)
Logname: 17CLEARCHANNEL Page 2 of 2