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Home My WebLink AboutRes 16-10 Approving a Right-of-Way License Agreement with Equity for Entryway Sign at Solana BoulevardTOWN OF WESTLAKE RESOLUTION NO. 16-10 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A RIGHT-OF-WAY LICENSE AGREEMENT WITH EQUITY, FOR THE INSTALLATION, MAINTENANCE, AND OPERATION OF AN ENTRYWAY SIGN WITHIN THE SOLANA BOULEVARD MEDIAN, WITHIN THE TOWN OF WESTLAKE RIGHT OF WAY. WHEREAS, the Town Council finds that the proposed improvement, to be located in the right-of-way, poses no significant increase in hazard to citizens or motorists traveling on Solana Boulevard; and WHEREAS, the Right -of -Way License Agreement, attached hereto as Exhibit A, addresses liability, maintenance and removal of the improvements, to eliminate potential negative impacts to the Town or the citizens of Westlake for the construction of signage depicted in Attachment B; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the public. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That the Town of Westlake Town Council does hereby approves the Right -of -Way License Agreement, attached as Exhibit A to allow Equity to install, maintain and operate an entryway wall and landscaping within the Town of Westlake Right -of -Way on Solana boulevard, as depicted in the construction plans identified as Exhibit B as attached. SECTION 3: That the Town of Westlake Town Council hereby authorizes the Town Manager to sign the Right -of -Way License Agreement on behalf of the Town of Westlake. SECTION 4: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 16-10 Page 1 of 2 SECTION 5: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 28th DAY OF MARCH 2016. ATTEST: Kell Edward Town Secretary APPROVED AS TO FORM: Laura L. Wheat, MayA:- or Resolution 16-10 Page 2 of 2 ATTACHMENT A RIGHT OF WAY LICENSE AGREEMENT This Right-of-way License Agreement (this "Agreement") is entered into as of . 'C h 2.B , 2016, between the TOWN OF WESTLAKE, TEXAS, a municipal corporation of Tarrant and Denton Counties, Texas ("Westlake") and, BRE SOLANA LLC, a Delaware limited liability company and private property owner doing business in The Town of Westlake, Tarrant County, Texas ("The Licensee"). For and in consideration of a non-refundable fee of $1,000.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the covenants contained herein, Westlake and the Licensee agree as follows: 1. Subject to the terms of this Agreement, Westlake hereby grants to the Licensee a perpetual, fully -paid license (the "License") over, under and across the property identified in attached Exhibit A ("The License Tract") for the uses and purposes set forth herein, together with the right of ingress and egress along and upon the License Tract. This grant is made subject to all matters of record affecting the License Tract. 2. The License shall only be used for the purpose of constructing, installing, reconstructing, replacing, using, operating, maintaining and removing a metal monument sign and related footings and improvements (collectively, "The Improvements") as reflected in the plans attached as Exhibit A ("The Plaza Plans"). The Improvements shall be constructed and installed substantially in accordance with the Plaza Plans. The improvements shall not create a visibility impairment for traffic and shall not exceed 17 feet by 0.9 feet with a height no greater than 4.2 feet. 3. Either party may terminate this Agreement, it its sole discretion, by giving the other party 180 calendar days written notice of such termination. In addition, this License may be terminated by Westlake upon thirty (30) calendar days prior written notice to Licensee should actual construction of the Improvements not be completed before December 31, 2016, subject to reasonable extension for delays not the fault of Licensee. No portion of the fee shall be refunded upon termination. 4. Upon termination of this License, the Licensee shall completely remove the Improvements and restore the License Tract to its prior condition. 5. Licensee agrees to file a complete application for a Building Permit, and pay all applicable fees, for construction of the Improvements within 30 calendar days of the date that the License Agreement is signed by both parties. The issuance of a Building Permit shall be subject to all of the provisions of this License Agreement and shall no longer be deemed in force or effect upon termination of the License Agreement by either party in the event the Improvements have not been constructed as of the date of such termination. Resolution 16-10 Page 1 of 5 Resolution 16-10 18 ’ - 0 ” 41 0 ’ - 0 ” Resolution 16-10 6. The License, License Tract or Entryway is not assignable by the Licensee without the prior written consent of Westlake. 7. Licensee indemnifies Westlake from any and all liability resulting from any claims to the extent arising out of resulting from the placement or construction of any improvements by Licensee, its contractors or its agents, upon the License Tract. Licensee shall carry General Liability insurance that names the Town of Westlake as an additional named insured in a form acceptable to the Town. The insurance shall be in an amount set by the Town, but in no event shall the required amount be less than $1 million or more than $2 million. 8. Westlake reserves and retains the paramount right to use the License Tract and grant other rights and Licenses across, over or under the License Tract to such other persons as Westlake deems proper, provided such other grants do not interfere with the use of the License Tract by Licensee for the purpose set forth herein. Westlake may grant such other Licenses, rights, or uses within the License Tract in its sole discretion, subject to the limitations set forth herein. 5. The rights granted to Licensee are subject and subordinate to the prior and continuing right and obligation of Westlake, subject to Paragraph 8 above, to use the License Tract and surrounding property without liability to Licensee or to any other party for compensation or damages. 6. Licensee's rights are also subject to all outstanding superior rights (including those in favor of licensees, lessees of the License Tract, and other holders of interests in the Licensed Tract) and the right of Westlake to renew and extend the same, and are granted without covenant of title or quiet enjoyment. 7. Westlake shall have the right to remove all improvements installed pursuant to this Agreement or to carry out any other maintenance or restoration obligation of Licensee hereunder, provided that Licensee has been given notice and a reasonable period of time of at least 30 calendar days to take such actions and has failed to do so. Any relocation, removal, or repair of such improvements or the License Tract performed by Westlake or any third party contractors of Westlake shall be reimbursed by the Licensee. The notice period may be waived and repairs or removal may be instituted immediately, if, in the judgment of Town officials, such action is necessary for the safety, health or welfare of the Town, its residents, visitors or others. 8. Licensee shall repair any damage to improvements such as landscaping, paving, curbs, retaining walls, sidewalks, and signage on the License Tract or surrounding property and restore the surface of the License Tract and surrounding property from damage resulting from Licensee's use of the License Tract to Westlake's satisfaction. 9. Licensee shall not use the License Tract, or permit use of the License Tract, by any other person, in a manner that violates applicable laws or regulations or constitutes a hazard to the health, safety and/or welfare of the public. Except for the normal use of fuels, lubricants, chemicals required to install and maintain the improvements installed hereunder and their normal byproducts of use, Licensee shall not, and shall not permit any of its employees, agents, contractors, subcontractors, suppliers or invitees to generate, manufacture or dispose of on or Resolution 16-10 Page 2 of 5 about the License Tract or surrounding property any hazardous substance. If Westlake in good faith believes that a hazardous substance may have been generated, manufactured or disposed of on or about the License Tract by Licensee or any of its employees, agents, contractors, subcontractors, suppliers or invitees, Westlake may have environmental studies of the License Tract or surrounding property conducted as it deems appropriate. 10. Except to the extent arising from the gross negligence or willful act or omission of Westlake, Westlake shall not be responsible for any claims, suits, losses, liability, costs and expenses from any User's use of the License Tract. A "User" is defined Licensee and contractor or agent of Licensee providing materials or service in connection with the design and construction of the improvements constructed hereunder. 11. All notices required or permitted hereby shall be in writing and become effective after being deposited in the U.S. mail, certified or registered with appropriate postage prepaid or, if delivered by some other manner, when actually received. Notices to the parties shall be addressed as follows: To Licensee: And a copy to: To Westlake: BRE Solana LLC c/o Equity Office 222 S. Riverside Plaza, Suite 2000 Chicago, IL 60606 Attention: Senior Vice President - Operations Equity Office 222 S. Riverside Plaza, Suite 2000 Chicago, IL 60606 Attention: Managing Counsel The Town of Westlake 1301 Solana Boulevard, Building 4, Suite 4202 Westlake, TX 76262 Attention: Town Manager With a copy to: Boyle & Lowry, L.L.P. (which shall not constitute notice) 4201 Wingren Drive, Suite 108 Irving, TX 75062 Attention: L. Stanton Lowry From time to time a party may designate a new address for the purpose of receiving notices hereunder by giving notice of its new address to the other party in the manner provided above. 12. This grant of the License shall terminate and revert to Westlake or its successors in interest upon the tetmination of the License, or when the License Tract ceases to be used exclusively for the purposes permitted herein for a period of more than one (1) year, it being agreed that the construction and installation of the Improvements shall constitute "use" within the terms of this License. For the purposes hereof, "abandonment" shall not include any Resolution 16-10 Page 3 of 5 temporary periods when service is discontinued for regular maintenance purposes or during any relocation construction work permitted under this License. EXECUTED to be effective as of the date first written above. TOWN OF WESTLAKE, TEXAS By: Name: Thomas E. : ` er Title: Town Manager THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on rikekvii rL , 2016, by THOMAS E. BRYMER, Town Manager of the Town of Westlake, on behalf of the Town of Westlake, Texas. KELLY F D LARDS Notary Public STATE OF TEAS NotarylD # 12408268 8 p018 y Gomm. Ex�"' Notary Public, State of Texas Resolution 16-10 Page 4 of 5 ACCEPTED ON THE TERMS AND CONDITIONS CONTAINED HEREIN: BRE SOLANA LLC a Delaware limited liability company By: Name: Title: THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on 5 , 2016, by (� h 1 C,SS C .) , the \-7)y A of BRE SOLANA LLC, a Delaware limited liability company, at , Westlake Texas. KELLY EDWARDS Notary Public SPATE OF TEXAS Notary it a 12408268-8 My Comm. Exp. F orwary 3, 2018 Notary PublicSate of Texas Resolution 16-10 Page 5 of 5