HomeMy WebLinkAboutContract 44171 (2)Date: January 28, 2013
Parties:
CITY SECRETARY
CONTRACT N0. uy 1 �1
RIGHT OF ENTRY AGREEMENT
(a) tw telecom of texas llc, a Delaware limited liability company ("OPERATOR")
with a place of business at 2821 W. 7th Street, Suite 500, Fort Worth, TX 76107
and
(b) City of Fort Worth ("OWNER") with its principal place of business at 1000
Throckmorton Street, Fort Worth, Texas 76102.
(c) OPERATOR and OWNER may individually be referred to as "Party" or
collectively as "Parties."
1. OWNER hereby grants the OPERATOR the right to install, own, repair, operate,
remove, improve, and maintain fiber optic and/or coaxial cable facilities and related equipment capable
of accommodating voice, data and video transmissions and/or telecommunications service (the "System")
at the property located at 777 W Rosedale Street, Fort Worth, TX 76104 (the "Facility").
2. OWNER shall provide reasonable access for ingress, egress, installation, operation,
maintenance, inspection, replacement, improvement, removal, and disconnection of the System.
OPERATOR will provide OWNER with certificates evidencing the following insurance coverage before
OPERATOR begins any construction work on the Premises and will maintain such insurance coverage
during the term of this Agreement:
(a) Commercial General Liability Insurance with a per occurrence policy limit of
$1,000,000 and a general aggregate of $2,000,000.
(b) Worker's Compensation insurance:
Part I: Workers' Compensation insurance in accordance with applicable state
law.
Part II: Employer's Liability in the amount of $1,000,000 for each accident, for
disease -each employee and for disease -policy limit.
(c) Commercial Automobile Liability Insurance: Coverage to include owned, non -
owned, leased and hired vehicles and coverage for Property Damage and Bodily
Injury. Combined Single Limit: $1,000,000.
(d) Umbrella Liability Insurance providing $5,000,000 per occurrence and aggregate
coverage limits excess of 2(a), 2(b) Employer's Liability and 2(c) above.
(e) Property Coverage: Property insurance on an all-risk, replacement cost basis for
Operator's personal property and Equipment.
Owner will maintain insurance in limits and coverages as reasonably necessary and standard to Owner's
business.
3. OPERATOR shall install, own, and maintain the System in the Facility at its own
expense. All parts of the System shall be and remain the personal property of OPE-may be
removed byOPERATOR at anytime. Upon anyremoval of the System, OPERAT Ip '� :.._Mg)(4.- : RD
p Y �
any damage cause by the removal or any other activity of the OPERATOR. OPERAT
and hold OWNER, its principals, officers, directors, and employees harmless from a FLIT
ss
cost, damage and expense of whatever kind (with the exception of special, copse . ue tia ' '°�� ���
damages) arising from the negligent construction, operation, maintenance and repair of OPERATOR's
System or from a proven breach of this Agreement by OPERATOR, including, but not limited to,
reasonable attorneys' fees and court costs, except to the extent such loss, damage, cost or expense is due
to the negligence or willful misconduct of OWNER, or its employees, agents, contractors, or invitees.
4. OWNER agrees that neither it nor anyone acting by or under the authority of OWNER
shall tamper with, make alterations to, or remove, or knowingly permit anyone not authorized by
OPERATOR to tamper with, make alterations to, or remove, any equipment used in connection with the
System except with the prior written consent of OPERATOR.
5. OPERATOR may not assign or transfer this Agreement without the prior written consent
of the OWNER, which consent will not be unreasonably withheld, conditioned or unduly delayed; except
that, upon written notice to the OWNER, OPERATOR may, without obtaining OWNER's prior consent,
make such assignment to: (a) any entity which OPERATOR controls, is controlled by or is under
common control with; or (b) any partnership in which OPERATOR has a controlling interest; or (c) to
any entity which succeeds to all or substantially all of OPERATOR's assets whether by merger, sale or
otherwise, provided that the assignee assumes in full the obligation of OPERATOR under this
Agreement; or (d) for purposes of financing; or (e) for infra -corporate reorganizations between or among
entities wholly owned and wholly controlled by OPERATOR, its parent, subsidiaries or affiliates to the
extent such transaction does not involve a material change in the management, day to day operations, or
financial condition of the OPERATOR.
6. This Agreement may be amended, changed or modified only by written agreement
executed by the Parties hereto. This Agreement shall be governed by and construed in accordance with
the laws of the state where the Facility is located. This Agreement represents the entire agreement
between the Parties respecting the matters contained herein.
7. Notices given by one Party to the other Party under this Agreement shall be in writing and
shall be (a) delivered personally, (b) delivered by nationally recognized overnight delivery service, or (c)
mailed by, certified US mail postage prepaid, return receipt requested to the addresses listed under such
Party's signature below, or to such other address as either Party shall designate by proper notice, and
shall be deemed effective upon actual receipt or refusal to accept.
8. This Agreement may be executed in several counterparts, each of which shall be deemed an
original, and all of such counterparts together shall constitute one and the same instrument.
9. Each Party represents and warrants to the other that (a) it has full power and authority to enter
into and perform this Agreement in accordance with its terms, (b) the person signing this Agreement on
behalf of each Party has been properly authorized and empowered to enter into this Agreement, and (c) it
is an entity, duly organized, validly existing and in good standing under the laws of the state of its origin.
10. This Agreement is the joint work product of the Parties. Accordingly, in the event of
ambiguity, no presumption shall be imposed against either Party by reason of document preparation.
11. This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter referred to herein and supersedes any and all prior or contemporaneous agreements,
whether written or oral.
[SIGNATURES ON FOLLOWING PAGE]
OFFICIAL RECORD I
CITY SECRETARY
Ft WORTH, TX
Executed on this 28th day of January, 2013.
OWNER
City of Fort Worth
B
(jj3isan Mania f
Printed Name/Title
Notice Address:
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
with cony to:
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Attn: City Attorney
APPROVED AS TO FORM AND LEGALITY:
Attested by:
ary J.
OPERATOR
tw telecom of texas 11c
By:
By:
OP
tw telecom holdings inc.,
its sole member r
tAL
Kevin Wooldridge, Vice President t4 eal Estate
Name/Title
Notice Address:
tw telecom
4055 Valley View Lane, Suite 110
Dallas, TX 75244
Attn: Real Estate Coordinator
with cony to:
tw telecom
10475 Park Meadows Drive,
Littleton, CO 80124
Attn: Sr. VP & Deputy General Counsel
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OFFICIAL RECORD!
CITY SECRETARY
Ft WORTH, TX