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HomeMy WebLinkAboutContract 45060ACCESS LICENSE THE STATE OF TEXAS § COUNTY OF TARRANT § CITY SECRETARY CONTRACT NO. . . THIS ACCESS LICENSE ("Agreement") is made and entered into by and between Event Facilities Fort Worth, Inc., a Texas non-profit corporation, acting by and through Mike Groomer, its duly authorized President ("EFFW"), and the City of Fort Worth, a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager ("City"), as of September 26, 2013 ("Effective Date"). RECITALS WHEREAS, the City owns certain parkland located at 3220 Botanic Garden Boulevard, Fort Worth, Texas, such land being described on Exhibit "A," attached hereto and incorporated herein for all purposes, and being commonly known as the Fort Worth Botanic Garden ("City Property"); and WHEREAS, EFFW owns that certain tract of land located at 3400 Bryce Avenue, Fort Worth, Texas, such land being described on Exhibit "B," attached hereto and incorporated herein for all purposes, and being immediately adjacent to the City Property ("EFFW Property"); and WHEREAS, in order to inspect, maintain, and service the City Property, the City desires to access the City Property by way of EFFW Property at the location depicted on Exhibit "C," attached hereto and incorporated herein for all purposes (the "Access Point"); and WHEREAS, EFFW is willing to grant to the City a revocable, non-exclusive access license across a portion of the EFFW Property depicted on Exhibit "C" (the "Access Route"), on the terms and conditions set forth below; and WHEREAS, all uses of the Access Route by the City shall be subject to satisfaction of the conditions specified in Section 4 below. NOW, THEREFORE, for and in consideration of ten dollars and no cents ($10.00) and the mutual agreements stated herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. ACCESS LICENSE. Subject to the terms and conditions of this Agreement, EFFW hereby grants, transfers, and conveys unto the City a revocable, non-exclusive license for ingress, egress, and access over and across the Access Route to provide access from the Access Point to the public right-of-way known as Trail Drive for the limited purpose of inspecting, maintaining, and servicing the City Property (the "Access License"). The Access License is made subject to all leases, liens, easements, restrictions, reservations, and other matters affecting the Access Route and existing as of the Effective Date, whether of record or not. Access License between City of Fort Worth and Event Facilities Fort Worth, Inc. )LO1I8 130 Q3AI3J3d OFFICIAL RECORD CITY SECRETARY 1 of 9 Ft WORTH, TX 2. TERM. This Agieement shall begin on the Effective Date and expire one year thereafter. This Agreement shall automatically renew annually unless it is otherwise terminated prior to the date for renewal. 3. TERMINATION. This Agreement and the Access License granted hereby may be terminated at any time by either of the parties by written notice delivered to the other party. 4. NOTICE AND APPROVAL. The City's rights hereunder are expressly subject to satisfaction of the following conditions• (a) The City shall schedule all ingress, egress, and access over and across the Access Route in coordination with a schedule agreed upon by EFFW. At a minimum, the City shall provide seventy-two (72) hours notice of (i) the starting date and time of the City's proposed use of the Access Route (ii) the ending date and time of the City s proposed use of the Access Route, and (iii) a general description of the proposed ingress, egress, and access over and across the Access Route; and (b) EFFW's approval, in its reasonable discretion, of the schedules, dates, times, and other details of the City's proposed ingress, egress, and access over and across the Access Route. Provided, however, in no event shall the City be permitted to use the Access License during the annual event known as Fort Worth Stock Show & Rodeo" to be held in the months of January and February (or such other dates as future events may be scheduled). Notwithstanding anything to the contrary, the City shall be allowed to use the Access Route without any notice and approval in cases of an emergency. EFFW shall not unreasonably delay in granting its approval for any request made by the City pursuant to this section. 5. RESERVATION OF RIGHTS. EFFW expressly reserves the right to use and grant to others the right to use the Access Route for any purpose; provided, however, that in granting subsequent authorization for use, EFFW will not allow a use that will unreasonably interfere with the City's use of the Access Route as provided herein In the event of any conflict between uses of the Access Route by the City and EFFW, the uses of EFFW shall take absolute precedence 6. RELOCATION OF ACCESS ROUTE. EFFW reserves the tight, at any time and from time -to -time, to relocate the Access Route. Upon such relocation of the Access Route, EFFW shall provide the City with written notice containing (i) a sketch of EFFW's planned location and alignment for the relocated Access Route and (ii) an amendment to this Agreement setting forth the new location of the license tract If the City elects to continue using the new Access Route, then the City shall execute such amendment and deliver same to EFFW within thirty (30) days after receipt of a relocation notice from EFFW. Failure to timely deliver such amendment to EFFW shall be deemed a termination of this Agreement and the Access License granted hereby. Upon (i) termination of this Agreement and the Access License granted hereby or (ii) relocation of the Access Route, the City shall relocate or remove, as appropriate or necessary, any improvements or personal property of the City. Any such property which is not Access License between City of Fort Worth and Event Facilities Fort Worth, Inc 2 of 9 relocated or removed within fifteen (15) days may be removed by EFFW without liability or obligation to the City and returned to the City. 7. DEDICATION RIGHTS. EFFW reserves the right to dedicate the Access Route to any governmental entity for use as a public street or right-of-way If EFFW dedicates the Access Route to an entity other than the City, then EFFW shall notify the City at least thirty (30) days prior to the effective date of the dedication This Agreement and the Access License granted hereby shall automatically terminate upon the effective date of dedication of the Access Route to a governmental entity. 8. REPAIR. The City shall, at no cost to EFFW, promptly repair any physical damage to the Access Route or the EFFW Property caused by the City or the City's employees or contractors. 9. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: City of Fort Worth Attn: City Manager 1000 Throckmorton Fort Worth, TX 76102 with copies to: City of Fort Worth Attn: Parks and Community Services Director 4200 South Freeway, Suite 2200 Fort Worth, TX 76115-1499 City of Fort Worth Attn Assistant City Attorney 1000 Throckmorton Sheet Fort Worth, TX 76102 EFFW Event Facilities Fort Worth, Inc. Attn• Mike Groomer 505 Main Street, Suite 240, MS-21 Fort Worth, Texas 76102 with copies to: Kelly Hart & Hallman LLP Attn. Jared P. Harrell 201 Main Street, Suite 2500 Fort Worth, TX 76102 11. CONTRACT CONSTRUCTION. The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 12. SUCCESSORS AND ASSIGNS. All covenants, conditions, and agreements contained herein shall be deemed to be covenants running with the EFFW Property and appurtenant to the City Property, and shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. Access License between City of Fort Worth and Event Facilities Fort Worth, Inc 3 of 9 13. SEVEItABILITY. The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section, or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid of unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph section, or other part of this Agreement to other persons or circumstances shall not be affected thereby, and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. 14. GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the State of Texas. Venue for any action brought to interpret of enforce, or arising out of or incident to, the terms of this Agreement shall be in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 15. GOVERNMENTAL POWERS. By execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. ENTIRE CONTRACT. This Agreement (including the attached exhibits) contains the entire agreement between EFFW and the City and no of al statements of prior written matters not specifically incorporated herein are of any force and effect. No modifications are binding on either party unless set forth in a document executed by that party. 17. COUNTERPARTS. This Agieement may be executed in several counterparts, all of which when taken together shall constitute one and the same agreement. [Remainder of Page Intentionally Blank] Access License between City of Fort Worth and Event Facilities Fort Worth, Inc 4 of 9 IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above written in Fort Worth, Tarrant County, Texas. EFFW: Event Facilities Fort Worth, Inc., a Texas non-profit cor•oration Mike Groomer President CITY: City of Fort Worth, a Texas municipal corporation B Span Alanis istant City Manager APPROVED AS TO FORM AND LEGALITY: Tyler F. Wallach Assistant City Attorney ATTEST: 'Miry . K,., City Secrety frr;", Po REQUIRED NifI D ©UAL. kECORD «[JYY SECRETARY FTO WORTH, TX Access License between City of Fort Worth and Event Facilities Fort Worth, Inc. 5 of 9 ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on S tp fernbe r g 6 , 2013, by Mike Groomer, President of Event Facilities Fort Worth, Inc., a Texas non-profit corporation. • Sharon Lee McClung • :y My Commission Expires .oF r 01 /10/2015 111INIII OF TEXAS COUNTY OF TARRANT Utal- Notary Public, State of Texas ACKNOWLEDGMENT This instrument was acknowledged before me on ,2013,by Susan Alanis, Assistant City Manager of the City of Fort Worth, a Texas municipal corporation, on behalf of the City of Fort Worth. .. _ 1 .. 1 ♦ . . l Y. is. .. 1 . • .. 1 . Ili LINDA M. HIRRLINGER MY COMMISSION EXPIRES February 2, 2014 issaketommissomossiar •1. CILOW ari Id'V�c� evi 4NiththAe otaiy Public, State of Texas Access License between City of Fort Worth and Event Facilities Fort Worth, Inc. 6 of 9 EXHIBIT "A" CITY PROPERTY DESCRIPTION BEING a tract of land situated in the Thomas White Survey, Abstract Number 1636, located in the City of Fort Worth, Tarrant County, Texas, and being all of a tract of land described as ` SECOND TRACT" in the Warranty Deed to City of Fort Worth, a municipal corporation of Tarrant County, Texas, as recorded Volume 1843, Page 461, of the Deed Records of Tarrant County, Texas and being all of a tract of land described in the Warranty Deed to City of Fort Worth, Texas, a municipal corporation as recorded in Volume 3873, Page 108 of the Deed Records of Tarrant County, Texas. Access License between City of Fort Worth and Event Facilities Fort Worth, Inc 7 of 9 EXHIBIT "B" EFFW PROPERTY DESCRIPTION BEING a tract of land situated in the Thomas White Survey, Abstract Number 1636, located in the City of Fort Worth, Tarrant County, Texas, and being all of a tract of land described as TRACT ONE" in the Special Warranty Deed to Event Facilities Fort Worth, Inc., as recorded under County Clerk's Document Number D202035150 of the Deed Records of Tarrant County, Texas. Access License between City of Fort Worth and Event Facilities Fort Worth, Inc 8 of 9 b o 7-4 e 1 1 :I EXHIBIT "C" ACCESS POINT AND ACCESS ROUTE EVENT FACILITIES TRACT ONE" COUNTY CLERK'S DOCUMENT NO. 202035150 D. R. T. C. T. EXHIBIT 'C' Jill J ACCESS ROUTE CITY OF FORT WORTH VOLUME 3873, PAGE 1013 D.R. T.C. T. ACCESS POINT 10 t 0 100 SCALE• 1"= 100 ft. 200 Access License between City of Fort Worth and Event Facilities Fort Worth, Inc 9 of 9