12-R-64 Authorizing a temporary license agreement for the access and use of city propertyRESOLUTION NO. 12-R-64
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING A TEMPORARY LICENSE
AGREEMENT FOR THE ACCESS TO AND USE OF CITY PROPERTY
AS A STAGING AREA FOR THE CONSTRUCTION OF THE SAN
ANTONIO WATER SYSTEMS (SAWS) WATER TANK AND RELATED
FACILITIES AND OTHER MATTERS IN CONNECTION THEREWITH
WHEREAS, the City staff of the City of Schertz (the "City") has recommended that the
City enter into an agreement with Archer Western Construction, LLC, relating to the access to
and use of City property located adjacent to Schertz Parkway and Buffalo Drive and behind the
existing City ball fields and fronting Dietz Creek for the construction of the San Antonio Water
Systems (SAWS) Water Tank and Related Facilities; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
enter into this agreement with Archer Western Conshuction, LLC by the Temporary License
Agreement attached hereto as Exhibit A (the "Agreement").
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver the Agreement with Archer Western Construction, LLC in substantially the form set forth
on Exhibit A.
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Government Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
PASSED AND ADOPTED, this ~ da
ATTEST:
ecretaxy
(CITY SEAL)
EXHIBIT A
TEMPORARY LICENSE AGREEMENT
A-1
TEMPORARY LICENSE AGREEMENT
This Temporary License-Agreement (the "Aereemen[") is entered into between the City of Schertz,
Texas, a Texas municipal corporation (the "Licensor"), and Archer Western Construction, LLC, an Illinois
limited liability company ([he "Licensee"), to be effective as of the date on which the last Party signs this
Agreement (the "Effective Date"). The Licensor and Licensee are collectively referred to herein as the "Parties"
and are each a "Par %'.
RECITALS:
WHEREAS, in October 2011, Licensor sold that certain real property located in
Guadalupe County, Texas and more particularly described on Exhibit "A" attached hereto and
incorporated herein for all purposes (the "Water Tank Property") to the Ciry of San Antonio,
acting through the San Antonio Water System Board of Trustees ("SAWS") for the construction
of a water tank and related facilities (the "Proieet"); and
WHEREAS, the construction of the Project on the Water Tank Property serves a public
purpose and benefits area citizens, including the citizens of the City of Schertz, Texas; and
WHEREAS, SAWS contracted with Licensee to construct the Project on the Water Tank
Property; and
WHEREAS, Licensor is the owner of that certain real property located in Guadalupe
County, Texas and more particularly depicted as the "Requested Space" on Exhibit "B" attached
hereto and incorporated herein for all purposes (the "Staeine Area"), which Staging Area is
located adjacent to the Water Tank Property; and
WHEREAS, Licensee has requested that Licensor grant, and Licensor has agreed to
grant to Licensee, a license for certain rights of access to and use of the Staging Area for the
temporary purposes of locating two (2) office trailers and storing materials and tools, all related
to the construction of the Project on the Water Tank Property (collectively, the "Staeine
Activities"); and
WHEREAS, granting a license to Licensee to utilize the Staging Area for the Staging
Activities serves a public purpose and is essential to facilitating the construction of the Project on
the Water Tank Property; and
WHEREAS, Licensor and Licensee desire to enter into this Agreement to set forth their
understanding and agreement regarding the foregoing.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the public purposes served by this
Agreement and the mutual covenants and agreements herein made, and other good and valuable
consideration, the receipt and sufficiency of which consideration are hereby acknowledged,
Licensor and Licensee do hereby covenant, stipulate, and agree as follows:
1. Limited License. Licensor hereby grants to Licensee for the benefit of the Water Tank
Property a license for access to the Staging Area, during the period from the Effective Date
50520299.2 Page 1
until the termination of this Agreement, as provided in Paragr~h 11 herein, for the sole
purpose of the Staging Activities. The license granted herein is subject in all respects to all
easements, covenants, conditions, restrictions, and exceptions to title, whether or not of
record, affecting all or any portion of the Staging Area (the "Title Exceptions"), and
Licensee agrees to abide by the terms the Title Exceptions.
2. Utility Connections. Licensor agrees to allow Licensee to connect to a non potable water line
on the Licensor's property for purposes of providing non potable water only to the Staging
Area. During the term of this Agreement, Licensee, at Licensee's sole cost and expense, may
connect to the Licensor's waterline following the path shown in blue on the depiction set
forth on Exhibit "C" attached hereto and incorporated herein for all purposes (the
"Waterline Path"). With respect to the foregoing, Licensee agrees to comply fully with all
applicable statutes, laws, rules, regulations, ordinances, and orders of any governmental or
quasi-governmental authority. Licensee shall establish a water account with Licensor for
such connection and shall promptly pay when due all costs and expenses associated
therewith, including, without limitation, those fees set forth on Exhibit "D" attached hereto
and incorporated herein for all purposes, for the connection of a 5/8" water meter.
3. Safety and Security. During the term of the Agreement, Licensee, at its sole cost and
expense, shall have the sole responsibility for securing and assuring the safety and security of
the Staging Area, including, but not limited to, by installing and maintaining security fencing
enclosing the Staging Area.
4. No Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,
LICENSEE ACKNOWLEDGES AND AGREES THAT NEITHER LICENSOR NOR
ANY OF LICENSOR'S COUNCILMEMBERS, ELECTED OR APPOINTED
OFFICIALS, AGENTS, REPRESENTATIVES, OR EMPLOYEES HAS MADE ANY
WRITTEN OR ORAL REPRESENTATIONS OR WARRANTIES TO LICENSEE
RELATING TO THE CONDITION OF THE STAGING AREA OR THE
WATERLINE PATH. THIS AGREEMENT IS MADE WITHOUT RECOURSE OF
ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, AND LICENSEE ACCEPTS
THE STAGING AREA AND WATERLINE PATH FOR THE PURPOSES
CONTEMPLATED WITHIN THIS AGREEMENT, "AS IS", "WHERE IS", AND
"WITH ALL FAULTS", AND WITHOUT REPRESENTATIONS OR WARRANTY
(ALL OF WHICH LICENSOR HEREBY EXPRESSLY DISCLAIMS) AS TO
FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN,
QUALITY, LAYOUT, PHYSICAL CONDITION, OPERATION, COMPLIANCE
WITH SPECIFICATIONS, ABSENCE OF LATENT DEFECTS, OR COMPLIANCE
WITH LAWS AND REGULATIONS (INCLUDING, WITHOUT LIMITATION,
THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT), OR ANY
OTHER MATTER AFFECTING OR RELATED TO THE STAGING AREA OR
WATERLINE PATH. LICENSEE HEREBY WAIVES AND RELINQUISHES ALL
RIGHTS AND PRIVILEGES ARISING OUT OF, WITH RESPECT TO, OR IN
RELATION TO, ANY REPRESENTATIONS OR WARRANTIES, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, WHICH MAY HAVE BEEN MADE OR
GIVEN, OR WHICH MAY BE DEEMED TO HAVE BEEN GIVEN BY LICENSOR.
LICENSOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR
soszoz99.z Page 2
WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION
PERTAINING TO THE STAGING AREA OR THE WATERLINE PATH
FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT, OR OTHER PERSON
UNLESS THE SAME ARE SPECIFICALLY SET FORTH HEREIN.
5. Contractors/Subcontractors/Consultants. Licensee may engage contractors, subcontractors,
and/or consultants to assist with 1) the Staging Activities, and 2) managing the safety and
security of the Staging Area; however, no contractual, legal, or other relationship will be
created between Licensor and any such contractor, subcontractor, or consultant as a result.
This Agreement shall not create any obligation on the part of Licensor to pay or to see that
the payment of any sum is made to any contractor, subcontractor, or consultant. No such
contractor, subcontractor, or consultant shall be hired pursuant to this Agreement, unless the
same is qualified to fulfill such task.
6. Compliance with Applicable Laws. Licensee shall use the Staging Area only in compliance
with the Title Exceptions and all applicable statutes, laws, rules, regulations, ordinances, and
orders of any governmental or quasi-governmental authority having jurisdiction over the
Staging Area or Licensee's activities thereon.
Keen Free of Liens. Licensee agrees to keep the Staging Area and the Waterline Path free
from any mechanic's, materialman's, or other liens arising out of or in connection with the
activities of Licensee and any contractors, subcontractors, and/or consultants of Licensee
under this Agreement, and if any person should claim any such lien with respect to all or any
part of the Staging Area or Waterline Path as a result of Licensee's activities or the activities
of any contractors, subcontractors, and/or consultants of Licensee, Licensee agrees to
promptly cause the same to be removed by payment, bonding, depositing in the registry of
the court, or other adequate means. LICENSEE SHALL AND DOES HEREBY
INDEMNIFY AND HOLD NARMi.ESS LICENSOR, AND LICENSOR'S
SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL CLAIMS,
COSTS, EXPENSES, OR DAMAGES THAT LICENSOR, OR LICENSOR'S
SUCCESSORS OR ASSIGNS, MAY SUFFER OR INCUR AS A RESULT OF
MECHANIC'S, MATERIALMAN'S, OR OTHER LIENS OR CLAIMS THAT MAY
BE FILED ON OR ASSERTED AGAINST ALL OR ANY PORTION OF THE
STAGING AREA OR THE WATERLINE PATH BY CONTRACTORS,
SUBCONTRACTORS, OR MATERIALMEN PERFORMING WORK RELATING
TO THIS AGREEMENT. THE PROVISIONS OF THIS PARAGRAPH 7 SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
8. Restoration of the StaeinR Area and the Waterline Path. Upon termination of the Agreement,
at Licensee's sole cost and expense, Licensee shall restore 1) the Staging Area and 2) if so
requested by Licensor, the Waterline Path, to their original condition, as of the Effective Date
of the Agreement, including, without limitation, restoration of the trail system located in the
Staging Area. This Paragraph 8 shall survive the termination of this Agreement.
9. Indemnity. LICENSEE AGREES TO INDEMNIFY, DEFEND, AND HOLD
LICENSOR, LICENSOR'S COUNCILMEMBERS, ELECTED OR APPOINTED
OFFICIALS, AGENTS, REPRESENTATIVES, AND EMPLOYEES, AND EACH OF
so5zo299.z Page 3
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, HARMLESS FROM ANY
AND ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR I) DAMAGE TO
PERSONS OR PROPERTY, 2) LOSS OF LIFE, 3) ENVIRONMENTAL
CONDITIONS, 4) VIOLATIONS OF ANY TITLE EXCEPTIONS, 5) VIOLATIONS
OF ANY APPLICABLE STATUTES, LAWS, RULES, REGULATIONS,
ORDINANCES, AND ORDERS OF ANY GOVERNMENTAL OR QUASI-
GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER THE STAGING
AREA, THE WATERLINE PATH, OR LICENSEE'S ACTIVITIES AND THE
ACTIVITIES OF LICENSEE'S CONTRACTORS, SUBCONTRACTORS, AND
CONSULTANTS THEREON, AND ~ VIOLATIONS OF THIS AGREEMENT. THE
PROVISIONS OF THIS PARAGRAPH 9 SHALL SURVIVE THE TERMINATION
OF THIS AGREEMENT.
10. Insurance. During the term of the Agreement, Licensee shall, at its sole cost and expense,
carry liability insurance for injury to or death of any person or persons with an insurance
carrier authorized to do business in Texas, in an amount of not less than Two Mtt,t~orr awn
No/100 Dou.Axs ($2,000,000.00) per occurrence and for damage to property in an amount
of not less than ONE MILLION nrrn No/100 DOLLARS ($1,000,000.00) per occurrence. A
certificate of such insurance shall be furnished to Licensor upon the execution of the
Agreement; such policy shall name Licensor as an additional insured and shall provide that
the policy may not be altered or cancelled without thirty (30) days prior written notice to
Licensor.
11. Duration and Termination: No Interest Conveved. This Agreement will commence on the
Effective Date and continue until August 31, 2013; provided, however, that Licensee may
terrninate the Agreement earlier upon written notice to Licensor. THE PARTIES
EXPRESSLY AGREE THAT NOTHING CONTAINED IN THIS AGREEMENT IS
INTENDED TO, NOR SHALL IT BE CONSTRUED TO, GRANT TO LICENSEE
ANY ESTATE, TITLE, OR INTEREST IN THE STAGING AREA OR WATERLINE
PATH.
12. Modification or Amendment. This Agreement or any provision hereof may be amended,
modified, or waived only by written instrument duly signed and approved by the Parties or
their successors or assigns.
13. Annlicable Law; Venue. This Agreement shall be construed and interpreted in accordance
with the laws of the State of Texas. Venue for any action concerning this Agreement shall be
exclusively in the State District Court of Guadalupe County, Texas. The Parties agree to
submit to the jurisdiction of said court.
14. Invalidi In the event any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect other provisions, and it is the intention of the
Parties that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a
provision shall be added to this Agreement which is legal, valid, and enforceable and is as
similar in terms as possible to the provision found to be illegal, invalid or unenforceable to
50520299.2 Page 4
the extent that it does not deprive the Parties of the benefit of the bargain and only to the
extent permissible by law.
15. Binding Effect; Assignment. This Agreement shall apply to and be binding on the heirs,
successors, executors, administrators, and assigns of the Parties hereto. Notwithstanding the
foregoing, Licensee may not transfer, assign, convey, or encumber its interest in this
Agreement without the prior signed written consent of Licensor. Licensor, however, may
transfer, assign, convey, or encumber its interest in this Agreement without obtaining
Licensee's consent.
16. Headin¢s. The descriptive headings of the paragraphs and sections contained in this
Agreement are inserted for convenience only and shall not control, affect, limit, expand, or
modify the meaning or construction of any of the provisions hereof.
17. Notices. Any notice, demand, request, or communication required or permitted hereunder
shall be given in writing and shall either be (a) delivered in person, (b) sent by nationally
recognized overnight delivery service, or (c) deposited in the United States Mail, proper
postage prepaid, registered or certified mail with a return receipt requested. Any such notice,
demand, request, or communication shall be deemed to have been given as of the date of
receipt or refusal at the address, and in the manner, provided herein. Notices shall be
addressed as follows:
If to Licensor: City of Schertz
1400 Schertz Parkway
Schertz, Texas 78154
Attention: John C. Kessel, City Manager
With a-copy to: Fulbright & Jaworski L.L.P.
300 Convent Street, Suite 2100
San Antonio, Texas 78205
Attention: Katherine A. Tapley
If to Licensee: Archer Western Construction, LLC
2121 Avenue J, Suite 103
Arlington, Texas 76006
Attention: Richard A. Vroom, Project Manager
Either party hereto may change the address for notice specified above to any other address in
the United States by giving the other party twenty (20) days advance written notice of such
change of address.
18. Costs and Attorneys' Fees. In the event that Licensee should default under any of the
provisions of this Agreement and Licensor should employ attorneys or incur other expenses
for the collection of the payments due under this Agreement or the enforcement of
performance or observance of any obligation or agreement on the part of Licensee herein
contained, Licensee agrees to pay to Licensor reasonable fees of such attorneys and such
other expenses so incurred by Licensor.
50520299.2 Page 5
19. Relationship of the Parties. It is expressly understood and agreed that neither Licensee nor
any of its agents, employees, representatives, contractors, or subcontractors shall for any
purpose be deemed to be nor be represented to be, an employee, agent, or servant of
Licensor; nor shall anything contained herein operate or be construed to create hereunder any
type of partnership, joint venture, joint enterprise, or franchise relationship between Licensor
and Licensee.
20. Authori The execution, delivery, and performance by Licensee of this Agreement have
been duly authorized by all necessary action and will not violate the organizational
documents of Licensee. The execution of this Agreement by Licensee does not require any
consent or approval that has not been obtained, including, without limitation, the consent or
approval of any govenunental or quasi-governmental authority.
21. Recitals; Exhibits. The recitals and exhibits are incorporated herein by reference as matters
of contract and not mere recitals and exhibits.
22. Countemarts. This Agreement may be executed in multiple counterparts, and such
counterparts, when taken together, shall have the full force and effect of an original, fully
executed instrument.
23. List of Exhibits.
Exhibit "A" Legal Description of the Water Tank Property
Exhibit "B" Depiction of the Staging Area
Exhibit "C" Location of the Waterline Connection
Exhibit "D" Cost for the 5/8" Water Meter Set
[ Signatures and acknowledgements of the Par[ies on the following pages J
soszozo9.z Page 6
SIGNATURE PAGE TO
TEMPORARY LICENSE AGREEMENT
The Parties hereto have executed this Agreement as of the dates set forth below to be effective as
of the Effective Date.
CITY OF SCHERTZ, TEXAS
By:
John vessel,
City Manager
THE STATE OF TEXAS
COUNTY OF GUADALUPE
This instrument was acknowledged before me on t
Kessel, the City Manager of the City of Schertz, Texas, on
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SARAH E. GONZALEZ
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,~~% State of Texas
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Comm. Exp. 10-31.2012 y
~ (~ i 4" G ` G ~ !i ~ G ~ G C' i ~ f i < C u ~ G F i Y ~ ~ (. ~! i ~ G C'i V i Y~ ~ f i ~ L ~ G G' i ~ !i ~ C
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_ day ofJttl9, 2012, by John C.
of said Citv. -
Public in and for the
[Signatures and acknowledgments continue on the followingpageJ
50520299.2 S-I
SIGNATURE PAGE TO
TEMPORARY LICENSE AGREEMENT
ARCHER WESTERN CONSTRUCTION, LLC,
an Illinois ],'mi\ted liability company
By:
Name:
Title:
THE STATE OF ~ QS
COUNTY OF !QY'YQ/~t t §
his instrument was ackno,~ledged before me on the ~s~ay of~2012, by
~IOe L/~~emaw ,the U/CC ~~s~'~/e,..~ of Archer Western Construction,
LLC, an Illinois limited liability company, on behalf of s/iddjmite/d liability c~o~mpan)y.
r~q~ld1iuimuiii `/~/ /P/J,~c~/i ~~~~/
p~,.,Py Pue~~,;,- ~•~_ Notary Public in and for the State of Texas
50520299.2 S-2
Exhibit "A"
Legal Description of the Water Tank Property
2.00 acres of land, situafed in the G. Malpaz Survey No. 67, Abstract No. 22l and being a portion of that
certain 64.288 acre tract of land conveyed to the City of Schettz in Volume 1997, Paga 267 of the Official
Public Records of Guadalupe County, Texas.
(Continued on the following page J
sos2azvv.2 Exhibit "A", Page 1
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Exhibit "B"
Depiction of the Staging Area
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Exhibit °`C"
Location of the Waterline Connection
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Exhibit "D"
Cost for the 5/8" Water Meter Set
10 Commercial Place
Schertz, Texas 78164
rune ~y, 2uiz
SAWS PROJECT
1400 SCHERTZ PKWY (behind city helq
SCHERTZ, TX 78154
Project SAWS PROJECT
Pemut # 77?
Service w/618" Meter Set
Total Due
NON POTABLE
CITY OF SCHERTZ
PUBLIC WORKS DEPT.
PHONE # (290) 619-1800
FAX # (210) 619-1049
5679.74
5679.74
311 CCMA TAP FEE $0.00
304 WATER INSTALLATION $3gg.7q
700 SCHERTZ WATER CAPITAL RECOVERY 50.00
703 SSLGC WATER CAPITAL RECOVERY $0.00
701 SCHERTZ SEW ER CAPITAL RECOVERY 50.00
301 DEPOSIT CARD $O.OD
so5z0299.2 Exhibit "D", Page 1