HomeMy WebLinkAboutContract 46052 CITY SECRETARY
CONTRACT NO.� .
EASEMENT ENCROACHMENT LICENSE AGREEMENT
Commercial
THIS AGREEMENT is made and entered into by and between THE CITY OF
FORT WORTH, a home rule municipal corporation of Tarrant County, Texas ("Cily"),
acting by and through its duly authorized City Manager, or its duly designated Assistant
City Manager or Planning and Development Director, and RAISING CANE'S
RESTAURANTS, L.L.C., a Louisiana limited liability company("Licensee"), and LNR
CPI PRESIDIO RETAIL, LLC, a Texas limited liability company("Owner").
RECITALS
WHEREAS, Licensee, as the ground lessee, and Owner, as the ground lessor, are
parties to that certain Ground Lease Agreement having an effective date of June 30, 2014,
having a term of twenty (20) years from the Rent Commencement Date, and having five
(5), five (5) year renewal options, for the ground lease of 2.360 acres of land generally
described as Lot 3R3 2R Block D, the Presidio Addition, an addition to the City of Fort
Worth, Tarrant County, Texas (the "Pro a ") as more particularly described in the
Memorandum of Lease executed by Licensee, as tenant, and Owner, as landlord, and
recorded in the Real Property Records of Tarrant County, Texas; and
WHEREAS, the City has a 30 foot wide Permanent Water Main Easement filed
on 12/12/2005 as Instrument No. D205367442 in the Tarrant County, Texas Real
Property Records (the "Easement") over a portion of the Property attached hereto and
incorporated herein as Exhibit A; and
WHEREAS, Licensee desires to construct/place and maintain an 18" concrete
private storm sewer line that will encroach onto the Easement; and
WHEREAS, to accommodate the needs of the Licensee and Owner, the City will
allow the Encroachment (as such term is defined in Section 1 below) upon the Easement
under the terms and conditions as set forth in this Agreement.
NOW, THEREFORE, the City, Owner and Licensee agree as follows:
AGREEMENT
m
m m The City, in consideration of the payment by the Licensee of the fee set out below
-n
r m and covenants, consents and agreements hereinafter contained, to be kept and performed
C) by the Licensee, hereby grants permission to the Licensee to encroach upon and occupy a
0 o portion of the City's Easement's as described in and at the location shown Exhibit A for
o the purpose of an installation, maintenance, repair, replacement and operation of a storm
—a sewer pipe crossing (the "Encroachment") as described in and at the location s
�_A 2014 Easement Encroachment Agreement-Commercial P 90FFCIAL RECORD
The Presidio,NE Tarrant County Rev 0
2976000 v6(791 99 0 1 >SECRETARY
FT. WORTH, TX
Exhibit "A" but only to the extent shown in and thereon. Upon completion of the
Encroachment, Licensee agrees to be responsible for maintaining the Encroachment
within and above the Easement. Licensee shall not expand or otherwise cause the
Encroachment to further infringe in or on the City's Easement beyond what is specifically
described in Exhibit A attached hereto.
2.
All construction, maintenance and operation in connection with such
Encroachment, use and occupancy shall comply and be performed in strict compliance
with this Agreement and the City's Charter, Ordinances and Codes and in accordance
with the directions of the Director of the Transportation and Public Works Department or
the Director of the City's Water Department, or his or her duly authorized representative.
Prior to the construction of such Encroachment, the Licensee shall submit all plans and
specifications to the applicable Director or his or her duly authorized representative prior
to the construction of the Encroachment. Licensee shall not commence construction of
the Encroachment until receiving written approval by the Director of the City. However,
such approval shall not relieve Licensee of responsibility and liability for concept, design
and computation in the preparation of such plans and specifications.
3.
Upon prior written notice to Licensee, except in the case of an emergency,
Licensee agrees that City may enter and utilize the referenced areas at any time for the
purpose of installing, repairing, replacing or maintaining improvements to its public
facilities or utilities necessary for the health, safety and welfare of the public for any other
public purpose. City shall bear no responsibility or liability for any damage or disruption
or other adverse consequences resulting from the Encroachment installed by Licensee,but
City will make reasonable efforts to minimize such damage. In the event that any
installation, reinstallation, relocation or repair of any existing or future utility or
improvements owned by, constructed by or on behalf of the public or at public expense is
made more costly by virtue of the construction, maintenance or existence of the
Encroachment and use, Licensee shall pay to City an additional amount equal to such
additional cost as reasonably determined by the Director of Transportation and Public
Works or the Director of the Water Department of the City, or his or her duly authorized
representative.
4.
Licensee agrees to pay to City on or before the date of this Agreement an
application fee of$325.00 in order to defray all costs of inspection and supervision which
City has incurred or will incur as a result of the construction, maintenance, inspection or
management of the encroachments and uses provided for by this Agreement.
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5.
The term of this Agreement shall be for thirty(30) years, commencing on the date
this Agreement is executed by the last of the City, Licensee and Owner. However, this
Agreement shall terminate upon Licensee's non-compliance of any of the terms of this
Agreement, receipt of not less than 30 days prior written notice of default by License and
Owner, and lapse of applicable time to cure such default. City shall notify Licensee and
Owner in writing of the non-compliance and if not cured within 30 days of receipt, this
Agreement may be terminated by the City after delivery of a written notice of termination
of this Agreement to Licensee and Owner recording of the written Notice of Termination
of this Agreement in the Real Property Records of Tarrant County, Texas, unless such
non-compliance is not susceptible to cure within 30 days, in which case this Agreement
shall be deemed terminated in the event that Licensee fails to commence and take such
steps as are necessary to remedy the non-compliance with 30 days after written notice
from the City to the Licensee and Owner specifying the same, or having so commenced,
thereafter fails to proceed diligently and with continuity to remedy same.
6.
It is further understood and agreed between the parties hereto that the Easement to
be used and encroached upon as described herein, is held by City as trustee for the public;
that City exercises such powers over the Easement as have been delegated to it by the
Constitution of the State of Texas or by the Texas Legislature; and that City cannot
contract away its duty and its legislative power to control the Easement for the use and
benefit of the public. It is accordingly agreed that if the governing body of City may at
any time during the term of this Agreement determine in its sole reasonable discretion to
use or cause or permit the Easement to be used for any other public purpose, that does not
preclude the use of the Encroachment on the Property, including but not being limited to
underground communication, drainage, sanitary sewerage, transmission of natural gas or
electricity, or any other public purpose, whether presently contemplated or not, that the
parties agree to negotiate in good faith in order to accommodate the Encroachment and
the public purpose.
7.
LICENSEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES AND ELECTED OFFICIALS
FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY
DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER,
ARISING OUT OF OR IN CONNECTION WITH, THE CONSTRUCTION,
MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF SAID
ENCROACHMENTS AND USES GRANTED HEREUNDER, WHETHER OR
NOT CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE OF
2014 Easement Encroachment Agreement-Commercial Page 3 of 9
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2976000 v6(79199.00001.019)
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES, ELECTED OFFICIALS OR INVITEES OF
THE CITY; AND LICENSEE HEREBY ASSUMES ALL LIABILITY AND
RESPONSIBILITY FOR SUCH CLAIMS OR SUITS. LICENSEE SHALL
LIKEWISE ASSUME ALL LIABILITY AND RESPONSIBILITY AND SHALL
INDEMNIFY CITY FOR ANY AND ALL INJURY OR DAMAGE TO CITY
PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE
ENCROACHMENTS AND ANY AND ALL ACTS OR OMISSIONS OF
LICENSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES.
8.
While this Agreement is in effect, Licensee agrees to furnish City and Owner with
a Certificate of Insurance naming City and Owner as certificate holders, as proof that it
has secured and paid for a policy of public liability insurance covering all public risks
related to the proposed use and occupancy of public property as located and described in
Exhibit A.
The amounts of such insurance shall be not less than
$1,000,000 Commercial General Liability
with the understanding and agreement by Licensee that such insurance amounts may be
revised upward at City's option and that Licensee shall so revise such amounts
immediately following notice to Licensee of such requirement. Such insurance policy
shall not be canceled or amended without at least 30 days prior written notice to the
Owner and Building Official of the City of Fort Worth. A copy of such Certificate of
Insurance is attached as Exhibit B. Licensee agrees to submit a similar Certificate of
Insurance annually to City and Owner on the anniversary date of the execution of this
Agreement.
Licensee agrees, binds and obligates itself, its successors and assigns, to maintain
and keep in force such public liability insurance at all times during the term of this
Agreement and until the removal of the Encroachment and the cleaning and restoration of
the Easement. All insurance coverage required herein shall include coverage of all
Licensees' contractors and subcontractors.
9.
Licensee agrees to deposit with the City when this Agreement is executed a
sufficient sum of money to be used to pay necessary fees to record this Agreement in the
Real Property Records of Tarrant County, Texas. After being recorded, the original shall
be returned to the City Secretary of the City of Fort Worth with a copy delivered to the
Owner and Licensee.
2014 Easement Encroachment Agreement-Commercial Page 4 of 9
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2976000 v6(79199.00001.019)
10.
Licensee agrees to comply fully with all applicable federal, state and local laws,
statutes, ordinances, codes or regulations in connection with the construction, operation
and maintenance of the Encroachment and uses.
11.
Licensee agrees to pay promptly when due all fees, taxes or rentals provided for
by this Agreement or by any federal, state or local statute, law or regulation.
12.
Licensee covenants and agrees that it shall operate hereunder as an independent
contractor as to all rights and privileges granted hereunder and not as an officer, agent,
servant or employee of City or Owner, and Licensee shall have exclusive control of and
the exclusive right to control the details of its operations, and all persons performing
same, and shall be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors, subcontractors, licensees and invitees. The doctrine of
respondeat superior shall not apply as between City, Owner and Licensee, its officers,
agents, servants, employees, contractors and subcontractors, and nothing herein shall be
construed as creating a partnership or joint enterprise between City, Owner and Licensee.
13.
Licensee agrees and acknowledges that this Agreement is solely for the purpose of
permitting Licensee to construct, maintain and locate the Encroachment over or within
the Easement and is not a conveyance of any right, title or interest in or to the Easement
nor is it meant to convey any right to use or occupy property in which a third party may
have an interest. Licensee agrees that it will obtain all necessary permissions before
occupying such property.
14.
In any action brought by the City or Owner for the enforcement of the obligations
of the Licensee, City and Owner shall be entitled to recover interest and reasonable
attorney's fees.
15.
The parties agree that the duties and obligation contained Sections 3 and 4 shall
survive the termination of this Agreement.
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2976000 v6(79199.00001.019)
16.
Licensee and Owner covenant and agree that they will not assign all or any of
their rights, privileges or duties under this Agreement without the written approval of
City, and any attempted assignment without such written approval shall be void, except as
set forth in this paragraph below. Notwithstanding the foregoing to the contrary, (1) in
the event Licensee conveys its ground lease interest in the Property, Licensee will assign
all of its rights and obligations under this Agreement to the new ground lessee of the
Property, and Licensee shall be deemed released from its duties and obligations, provided
the successor to the Licensee assumes all of the obligations under this Agreement, and (2)
in the event the Owner conveys its ground lease interest in the Property, the Owner may
assign all of its rights and obligations under this Agreement to the new ground lessor of
the Property, and the original Owner will automatically be released from its duties and
obligations under this Agreement. The Owner's and Licensor's obligations under this
Agreement run with the Property.
17.
Any cause of action for breach of this Agreement shall be brought in Tarrant
County, Texas. This Agreement shall be governed by the laws of the State of Texas.
18,
This Agreement shall be binding upon the parties hereto, their successors and
assigns.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
2014 Easement Encroachment Agreement-Commercial Page 6 of 9
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2976000 v6(79199.00001.019)
EXECUTED this day of DL-nleX- 92014.
City:
CITY OF FORT W TH
By' F 0
°off
Randle Wat400d
Director
Planning and Develo ng O
$ °8 y
AT EST: �� 00°°°°°�'l�r�' ed As To Form and Legali
4f)�"City Secretary Assistant City Attorney
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Randle Harwood, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that
he/she executed the same for the purposes and consideration therein expressed, as the act
and deed of the City of Fort Worth, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
' 2014.
MARYBEL PINA
Notary , State o Texas
Notary Public,State of Texas
r My Commission Expires
September 10, 101 B
p
2014 Easement Encroachment Agreement-Commercial OFFICIO qCGARp
The Presidio,NE Tarrant County CITY 311CROARY
2 boo ■ WORTHY'019k
Licensee:
RAISING CANE'S RESTAURANTS,L.L.C.,
a Louisiana limited liability company
By: r
Brad Sanders, President
STATE OF TEXAS §
COUNTY OF COLLIN §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Brad Sanders, President, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration therein expressed, as the act
and deed of RAISING CANE'S RESTAURANTS, L.L.C., a Louisiana limited liability
company, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this ZH+I- day of
2014.
Notary Public in and for the
State of Texas
:;O . MARICELA S.MARIINEZ
MY COMMISSION EXPIRES
October 21,2017
2014 Easement Encroachment Agreement-Commercial Page 8 of 9
The Presidio,NE Tarrant County Rev.04/2014
2976000 v6(79199.00001.019)
Owner:
LNR CPI PRESIDIO RETAIL, LLC,
a Texas limited liability company
By: LNR CPI A&D Holdings, LLC,
a Delaware limited liability company,
Its: Member
By: LNR Commercial Property Investment Fund
Limited Partnership,
a Delaware limited partnership,
Its: Member
By: LNR CPI Fund, GP, LLC,
a Del e limited liability company,
Its: ene 1 Partner
By:
Richard B. Kern, Vice President
STATE OF CALIFORNIA §
COUNTY OF Los , r° S §
Ili
On s, 2014, before me, U�_ '�,t/11111R r a Notary
Public, personally appeared Ricard B. Kern, Vice President of LNR CPI Fund, GP, LLC,
a Delaware limited liability company, the General Partner of LNR Commercial Property
Investment Fund Limited Partnership, a Delaware limited partnership, the Member of
LNR CPI A&D Holdings, LLC, a Delaware limited liability company, the Member of
LNR CPI PRESIDIO RETAIL, LLC, a Texas limited liability company, who proved to
me on the basis of satisfactory evidence to be the person whose name is subscribed to the
within instrument, and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person, or the entity upon behalf
of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
AITNES:jrpy hand and official seal.
SHEENA A. BELLINGER
Commission# 2029421
ti Notary Public-California i
Los Angeles County
'-'
� My Cam mix^a Jul 1,2017 Notary Public
2014 Easement Encroachment Agreement-Commercial Page 9 of 9
The Presidio,NE Tarrant County Rev. 04/2014
2976000 v6(79199.00001.019)
EXHIBIT A
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The Presidio,NE Tarrant County Rev.04/2014
2976000 v6(79199.00001.019)
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The Presidio,NE Tarrant County Rev.04/2014
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The Presidio,NE Tarrant County Rev.04/2014
2976000 v6(79199.00001.019)
EXHIBIT B
CERTIFICATE OF INSURANCE
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2014 Easement Encroachment Agreement-Commercial Exhibit B-Page 1 of 2
The Presidio,NE Tarrant County Rev.04/2014
2976000 v6(79199.00001.019)
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2014 Easement Encroachment Agreement-Commercial Exhibit B-Page 2 of 2
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2976000 v6(79199.00001.019)