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Home My WebLink AboutContract 45705 CITY . COWRACT NO. TEMPORARY RIGHT OF ENTRY AGREEMENT This TEMPORARY RIGHT OF ENTRY ("Agreement") is hereby made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the State of Texas and acting by and through Fernando Costa its duly authorized Assistant City Manager, and AIL INVESTMENT,L.P., and EAGLE INCOME PROPERTIES, LP, (collectively the "Company"), , acting by and through L. Russell Laughlin, its Senior Vice President. The following statements are true and correct and constitute the basis upon which the City of Fort Worth has executed this agreement: A. Company wishes to close a section of Elizabethtown Cemetery Road from Hugg Drill site to Litsey Road (Premises) in accordance with City of Fort Worth M&C G-18065. As part of this request, Company has agreed to dedicate and construct a public access easement that will re-route the traffic from this section of the existing roadway. Agreement 1. Subject to the terms and conditions set forth in this agreement and the City Charter and ordinances, the City hereby permits Company to temporarily close this section of right of way as depicted on Exhibit "A". Company hereby acknowledges and agrees that this agreement allows for physical closure of Premises upon construction and dedication of a public access easement that will re-route traffic from this section of roadway. 2. This Agreement shall become effective on the date subscribed by the Assistant City Manager ("Effective Date") and shall expire at 11:59 P.M. CT five (5) years from the last date of notarial acknowledgement,unless terminated earlier. 3. All existing utility easements be shall be retained by the City until such time as all utilities located in said easements are relocated at the Company's expense. 4. Company covenants and agrees that the City shall in no way nor under any circumstances be responsible for any property belonging to Company, its members, employees, agents, contractors, subcontractors, invitees, licensees, or trespasser, which may be stolen, destroyed, or in any way damaged and Company hereby holds harmless City from and against any and all such claims. 5. This Agreement does not relieve Company of any obligation to obtain permits, licenses and other approvals from the City or other regulatory agency with regard to Company's operations on the Premises. OF11CIAL, RECORD Wry EC ET1, 141E 1 FIE, C ,,)R N, - E EIVEQ JUN 3 0 2014 6. Company's property and operations hereunder shall be subject to such regulation by the City as may be reasonably necessary for the protection or benefit of the general public. In this connection, Company shall be subject to, governed by and shall comply with all applicable federal, state and local laws, including all ordinances, rules and regulations of the City, as same may be adopted and amended from time to time. 7. Company shall be liable and responsible for any and all damages, losses, liabilities (joint or several), payments, obligations, penalties, claims, litigation, demands, defenses, judgments, lawsuits, proceedings, costs, disbursements or expenses (including, without limitation, fees, disbursements and reasonable expenses of attorneys, accountants and other professional advisors and of expert witnesses and costs of investigation and preparation) of any kind or nature whatsoever (collectively "Damages"), which may arise out of or be in any way connected with Company's operations except to the extent directly caused by the negligent or grossly negligent act(s) or omission(s) or intentional misconduct of the City. 8. COMPANYHEREBYASSUMES ALL LLIBILITYAND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH ITS USE OF THE CITY PROPERTY UNDER THIS AGREEMENT OR WITH THE USE, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE CITY PROPERTY, EXCEPT TO THE EXTENT CA USED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE CITY. COMPANY, AT COMPANY'S SOLE COST AND EXPENSE, SHALL INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, BOARDS, COMMISSIONS, AGENTS, EMPLOYEES AND VOLUNTEERS (`INDEMNITEES'), FROM AND AGAINST ANY AND ALL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE FOR PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING DEATH) WHICH MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH COMPANY'S USE OF THE PREMISES EXCEPT TO THE EXTENT DIRECTLY CAUSED BY THE NEGLIGENT ACTS) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF THE CITY. COMPANY HEREBY REPRESENTS TO THE CITY THAT (i) COMPANY HAS FULLY INSPECTED THE PREMISES, (ii) COMPANY IS SATISFIED WITH THE CONDITION OF THE PREMISES, AND (iii) COMPANY HAS BEEN FULLY ADVISED OF ITS OWN RIGHTS WITHOUT RELJANCE UPON ANY REPRESENTATION MADE BY THE CITY, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, COMMISSIONS, BOARDS OR VOLUNTEERS. COMPANY HEREBY UNDERTAKES AND ASSUMES, FOR AND ON BEHALF OF COMPANY, ITS 2 OFFICERS, AGENTS, CONTRACTORS, SUBCONTRACTORS AND EMPLOYEES, ALL RISK OF DANGEROUS CONDITIONS, IF ANY, ON OR ABOUT THE PREMISES. ALTHOUGH, TO THE BEST OF THE CITY'S KNOWLEDGE, THE PREMISES COMPLIES WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL ENVIRONMENTAL LAWS AND REGULATIONS (COLLECTIVELY "ENVIRONMENTAL LAWS"), THE CITY DOES NOT WARRANT SUCH. COMPANY HEREBY COVENANTS AND AGREES THAT COMPANY, AT ITS SOLE COST AND EXPENSE, SHALL BE FULLY RESPONSIBLE FOR THE VIOLATION OF ANY ENVIRONMENTAL LAWS CA USED, IN WHOLE OR IN PART, BY COMPANY, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES, AND ANY REMEDL4TION THAT MAY BE REQUIRED AS A RESULT OF SUCH VIOLATION, EXCEPT TO THE EXTENT(i) CAUSED BY THE CITY OR (ii) SUCH VIOLATION OF ENVIRONMENTAL LAWS WAS DUE, IN WHOLE OR IN PART, TO A PRE EXISTING ENVIRONMENTAL CONDITIONAFFECTING PREMISES PRIOR TO THE DATE OF THIS AGREEMENT.. 9. In the event any action,lawsuit or other proceeding is brought against any Indemnitee by reason of any matter for which the Indemnitees are indemnified hereunder, the City shall give Company prompt written notice of the making of any claim or commencement of any such action, lawsuit or other proceeding, and Company, at Company's sole cost and expense, shall resist and defend the same with reasonable participation by the City and with legal counsel selected by Company and specifically approved by the City. In such an event, Company shall not admit liability in any matter on behalf of any Indemnitee without the advance written consent of the City. [INTENTIONALLY LEFT BLANK SIGNATURES ON FOLLOWING PAGE] 3 EXECUTED as of the later date below: CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By; By. . Assistant City Manager Assistant City Attorney M&C: L Date: "` 0O000 ,p/° ,,gg '• ,. .Pte,«....,,,,. M. 00 meld s�q, 4 R �aa,a WI.A q city ^'� W �..� q -j 00000£1 fJY.1CA6)'y 4q AIL INVESTMENT,L.P., EAGLE INCOME PROPERTIES, LP, a Texas limited partnership a Texas limited partnership By: AIL GP, LLC, By: Hillwood Alliance GP, LLC, a Texas limited liability company, a Texas limited liability company, its general partner its general partner m � . y' - . Russ"64 L uugghlin L. R 11 Laughlin Senior Vice President OFFICIAL RECORD) 11 Y SS w w W Y 0 `K WORT1 w ACKNOWLEDGEMENTS THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME,the undersigned, a Notary Public, on this day personally appeared Fernando Costa, Assistant City Manager of the City of Fort Worth, a home-rule municipal corporation of the State of Texas,known to me to be the person whose name is subscribed to the foregoing instrument and,that(s)he has executed the same for the purposes and consideration therein expressed. GIVEN UrER MY HAND AND SEAL OF OFFICE this day of 12014. Notary Public in and for the State of Texas My� Print Nam of Notary Expires:Public STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on AUAe 10 2014, by L. Russell Laughlin, Senior Vice President, of Hillwood Alliance GP, LLC, a Texas limited liability company, on behalf of said limited liability company, in its capacity as general partner of Eagle Income Properties, LP, a Texas limited partnership, on behalf of said limited partnership. T ... SE ) 0 :. ,�..� �:�, Notary Public in and for the State of Texas , ro.�" LORI L. BOWLING Notary Public, State of Texas My Commission Expires: /0. I I I � ,/� a - My Commission Expires f )y T ` October 17, 2015 O Print Name of Notary Public Here THE STATE OF TEXAS § COUNTY OF TARRANT § i This instrument was acknowledged before me on �V\(p. 2014, by L. Russell Laughlin, Senior Vice President of AIL GP, LLC, general partner of AIL Investment, L.P., a Texas limited artnership, on behalf of said limited partnership. SE . � 4, otary _ � Public in and for the tate of Texas gw.o;PAY?�®,°, LORI L. BOWLING 1 ^gar' °: Notary Public, State of Texas M Commission Expires: ICI !'7-� —Print My Commission Expires Y p I No October 17, 2015 1� r Name of Notary Public H 5