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Home My WebLink AboutContract 44173 (2)CITY SECRETARY CONTRACT NO. J..iTLn. Date: Parties: RIGHT OF ENTRY AGREEMENT January 28, 2013 (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 1289 Hemphill 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 OPERATOR and may be removed by OPERATOR at any time. Upon any removal of the System, 0 e-& - = air any damage cause by the removal or any other activity of the OPERATOR. • t', legal&� fy, and hold OWNER its principals, officers directors and employees harmles f o anda ainst an v o ss p p r �u�.'► ,fir, �� cost, damage and expense of whatever kind(with the exce tion of s ecial c de u ririat-; . fa �1 e tal Art Ti)tin on; t) Air g p p p 02-13-13 P03:09 1 r 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 intra-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 FOLLOWLNG PAGE] OFFICIAL RECORD',, CITY SECRETARY \ Ft WORTh, TX Executed on this 28th day of January, 2013. OWNER City of Fort Worth Alec Printed !Name/Title Notice Address: City of Fort Worth 1000 'hhrockmorton Fort Worth, Texas 76102 with cony to: City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Attn: City Attorney i � APPROVED AS TO FORM AND LEGALITY: ssi t ant City 1t' us ney _- _--kart.Mk, . -.. .Z.-- - - • ary J. Ks)9' OPERATOR tw telecom of texas llc By: tw telecom holdings inc., its solesember By: Kevin Wooldridge, Vice President Name/Title Notice Address: tw telecom 4055 Valley View Lane, Suite 110 Dallas, TX 75244 Attn: Real Estate Coordinator with copv to: tw telecom 10475 Park Meadows Drive, Littleton, CO 80124 Attn: Sr. VP & Deputy General Counsel ONM, lit ; U1j xr ORt L4,44 QO co A 0' 0, 0 00000000 `t 44 trX tlatercian:c\Pe Real Estate OFFICIAL RECORD C>>U` Y SECREli'RV