Ordinance No. 12,232ORDINANCE* NO, 12,232
AN ORDINANCI: OFTHEI CITY COUNCIL 01"ITILCITY OF BAYTOWN,TEXAS,
A I JITIOR IZI NG TH F" CITY MANAGFIR ANIA TI'l L-I' CITYCLE'-RKTO ATTE'STTO A
LICIFINSE: AGJM.'-NM*NT WITI-I QUICK DE'AL 11"WERPRISI'S, INC, FOR TIR-1-
IRRIC,ii1kTION OF THEI GAT!"AVAY NI0N1JMUI'NT PROJECT; AND PROVIDING
DATFITHE'REDF.
Bl; ITORDAIM.","ID BY THE CIITY COUNCIL CYI'Y CAF l3AYTOWNTl---'XAS:
Section I: That the City C'mincil of the City, of Baylmvn,Te\as., hereby authorizes the (' " 'ity
Manager to execute and the City Clerk to attest to the License Aurcement with Ouick Deal Enterprises,
hic., fOr the irrigation ofthe Gatc\vav Monument Project. A copy ot'said at
greement is attached herewas
Exhibit -A,"and incorporated herein for all inlentsand purposes,
Scction 2: This ordinauce shall take effect immediately From and after its pass-age by the
City OMICil cif the City of Baytown.
INTRODUCE-D, RIHAD and PASSLID by (lie affirmative vote: 4' fl, v City Council of' tile City Of
Bay tow, it t h i s d ic I I "' day of A In i 1, 201 3 )
FJYMI�: N � DON(,`ARLOS, May >i..
M`14'51':
c,
11 J] C I A B 1 1 ,11 S C I1, City 'I -rk
APPROV11"I'D AS `O FORM:
N, AeC 10 R A NI l R EZ, SIB.. Ci t N 1 I(XII 01,
R \KarcWFj I c C1 I VA I i I t I U, I ccnwAgrccnIcnI,l( I clit I I uqico Rita
Exhibit "A"
LICENSE AGREEMENT
THE STATE OF TEXAS §
COUNTY OF HARRIS §
This License Agreement (this "Agreement "), made this the 1 day of
2013, ( "Effective Date ") by and between Quick Deal Enterprises, Inc., a Tex %s corporation, (the
"Owner") and the City of Baytown, Texas, being a home-rule municipal corporation located in Hams and
Chambers Counties, Texas (the "City").
WITNESSETH
WHEREAS, the Owner is the owner of the land located in Baytown, Hams County, Texas, more
particularly described as Tract 10, Abstract 44, N. Lynch, Baytown, Harris County, Texas, and more
particularly depicted in Exhibit "A," which is attached hereto and incorporated herein for all intents and
purposes, under the terms and conditions expressed herein (the "Property"); and
WHEREAS, the Property is served water from a private well owned by the Owner located on the
Property; and
WHEREAS, the City is constructing a gateway monument along Interstate 10 on property owned
by the State of Texas, and desires to landscape around the monument; and
WHEREAS, the site where the monument is to be located is not served with water for irrigation
of the landscape materials; and
WHEREAS, the Owner is willing to allow the City to install lines and facilities necessary to
obtain water for irrigation purposes from its private well located on the Property under the terms and
conditions stated herein;
NOW THEREFORE, for and in consideration expressed herein, the receipt of which is hereby
acknowledged and intending to be legally bound, the Owner agrees as follows:
1. License. The Owner hereby grants to the City the privilege, license and authority to
enter upon the Property at any time after the Effective Date hereof to make such alterations and
improvements to the Property and take any and all such other actions as the City deems necessary,
desirable or otherwise appropriate to install irrigation lines, a meter and other appurtenances necessary to
obtain water from the private well located on the Property for irrigation of the gateway monument
landscaping materials.
2. City's obligations. In consideration of the City being granted the license as expressed in
Section 1 hereinabove, the City:
a. after any work on the Property, shall restore the Property to the condition in which the
Property was prior to the work being performed;
b. shall pay the Owner for all water obtained from the private well on the Property at the
gallonage charge for nonresidential service specified in Chapter 98 of the Code of
Ordinances, Baytown, Texas, as the same may be amended from time to time;
License Agnmen Page 1
C. shall notify the Owner prior to the City performing any construction on the Property for
the construction, maintenance or repair of the irrigation system contemplated herein. The
City shall also report to the Owner concerning the progress of construction upon request
of the Owner after execution of this Agreement; and
d. shall terminate with thirty (30) days' advance written notice should the Gateway
Monument Agreement be terminated by the City and/or the State in accordance with the
terms of such agreement.
4. Conveyance of interest. By this Agreement, the Owner grants an interest in the Property
to the City for the express purpose of constructing improvements on the Property necessary to irrigate the
gateway monument and use of such improvements thereafter. This interest will run with the land. The
Owner agrees that it will not grant any easements, licenses, leases or other rights of use or possession of
the Property as would or may interfere or conflict with the construction, maintenance or repair of the
improvements necessary for the irrigation of the gateway monument. After the City restores the Property,
as required in Section 2 hereinabove, the City shall have no maintenance responsibility associated with
the Property.
5. Term. This Agreement shall remain in effect from and after the Effective Date until the
same is terminated by the City.
6. Warranty. The Owner warrants that it has good and valid title to the Property and the
lawful authority to execute this Agreement. The Owner warrants and agrees to defend said title and the
license granted herein from any and all claims, challenges, disputes, demands and assertions arising from
any claim against or involving the title to the Property or any interest in the Property.
7. Representatives. The privilege, license and authority granted herein to the City
may also be exercised by the City's agents, subcontractors and invitees as well as to the general public.
8. No consent to litigation. By this Agreement, the City does not consent to litigation or
suit, and the City hereby expressly revokes any consent to litigation that it may have granted by the terms
of this Agreement or any other contract or agreement, any charter, or applicable state law.
9. No right of arbitration. Notwithstanding anything to the contrary or apparent contrary
contained in this Agreement, the Owner and the City agree that no claims or disputes between the Owner
and the City arising out of or relating to this Agreement to any of the work shall be decided by any
arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration Act (9
U.S.C. §§ 1 -14) or any applicable state arbitration statute, including, but not limited to, the Texas General
Arbitration Act, Texas Revised Civil Statutes, Title 10, articles 224 through 249 -43, provided that in the
event that the City is subject to an arbitration proceeding notwithstanding this provision, the Owner
consents to be joined in the arbitration proceeding if the Owner's presence is required or requested by the
City for complete relief to be recorded in the arbitration proceeding.
10. Access control. The Owner shall have the obligation to prohibit or otherwise restrict
access to the Property by members of the public during the construction of the irrigation facilities and
during the subsequent restoration activities of the City.
11. Entire Agreement. It is understood that this Agreement contains the entire agreement
between the parties and supersedes any and all prior agreements, arrangements or understandings between
the parties relating to the subject matter. No oral understandings, statements, or promises shall be binding
Page 2
on the parties hereto, unless the same are reduced to writing and validly executed by both parties. No
verbal agreement or conversation with any officer, agent, or employee of the Owner, either before or after
the execution of this Agreement, shall affect or modify any of the terms or obligations hereunder.
12. Severability. In the event that any provision of this Agreement is found to be invalid or
unenforceable, the validity and enforceability of the remainder of this Agreement shall not be affected
thereby, and each other term of this Agreement shall be valid and enforced to the fullest extent permitted
by law.
13. Binding effect. This Agreement and all obligations, rights, liberties, privileges, licenses
and authorizations granted herein, as well as all representations, warranties, and obligations shall be
binding upon and run to the benefit of Owner, the City, and their respective successors and assigns. This
Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the City and
the Owner only.
14. Assignment. The Owner shall not assign, sell or otherwise transfer any of its rights of
obligations under this Agreement, in whole or in part, without the written consent of the City.
15. Choice of law and venue. This Agreement shall in all respects be interpreted and
construed in accordance with and governed by the laws of the State of Texas, regardless of the place of
execution or performance. The place of making and the place of performance for all purposes shall be
deemed to be Baytown, Harris County, Texas.
16. Compliance with all applicable laws. The Owner shall comply with all rules,
regulations, and laws of the United States of America, the State of Texas, and all laws, regulations, and
ordinances of the City of Baytown as they now exist or may hereafter be enacted or amended.
17. Independent Contractor. It is expressly agreed and understood by all parties hereto that
Owner is an independent contractor in its relationship to the City. Nothing herein contained at any time
or in any manner shall be construed to effect a contract of partnership or joint venture or render any party
hereto the employer or master of any other party and/or its employees, agents or representatives.
18. Notice. All notices required to be given hereunder shall be given in writing either by
telecopier, overnight, or facsimile transmission, certified or registered mail at the respective addresses of
the parties set forth herein or at such other address as may be designated in writing by either party.
Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the
following addresses:
OWNER
Quick Deal Enterprises, Inc.
Attn: JAW *a S 474-
7724 Decker Drive
Baytown, TX 77520 -1045
Fax: (?U1) y2.!J-2ka1 b
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Fax: (281) 420 -6586
License AMemenL Page 3
19. Non - waiver. Failure of either party hereto to insist on the strict performance of any of
the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of
performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate
remedy, strict compliance with any other obligation hereunder to exercise any right or remedy occurring
as a result of any future default or failure of performance.
20. Headings. The paragraph headings are used in this Agreement for convenience and
reference purposes only and are not intended to define, limit or describe the scope or intent of any
provision of this Agreement and shall have no meaning or effect upon its interpretation.
21. Authority. The individuals executing this Agreement warrant and represent that they are
duly authorized to execute this Agreement on behalf of Owner and the City as binding act and agreement
of Owner and the City, respectively.
22. Agreement read. The parties acknowledge that they have read, understand and intend to
be bound by the terms and conditions of this Agreement.
23. Ambiguities. In the event of any ambiguity in any of the terms of this contract, it shall
not be construed for or against any party hereto on the basis that such party did or did not author the same.
24. Multiple originals. It is understood and agreed that this Agreement may be executed in
a number of identical counterparts each of which shall be deemed an original for all purposes.
IN WITNESS WHEREOF, the undersigns have executed this Agreement as of the Effective
Date.
ATTEST:
LETICIA BRYSCH, City Clerk
License Agmcment, Page 4
QUICK DEAL ENTERPRISES, INC.
By --�t+6SAM
Signature
-S RAUIC -4-r
Printed Name
Title
CITY OF BAYTOWN, TEXAS
By:
ROBERT D. LEIPER, City Manager
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
STATE OF TEXAS
COUNTY OF HARRIS
Before me, h ,the undersigned note public, on this day personally
appeared �nQat Jl,r eLnis... in his/her capacity as of
QUICK DEAL ENTERPRISES, INC., on behalf of such Texas corporation,
- --"*' known to me;
proved to me on the oath of ; or
proved to me through his/her current
(description of identification card or other document issued by the federal government or
any state government that contains the photograph and signature of the acknowledging
person)
(check one)
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that
he/she executed that instrument for the purposes and consideration therein expressed.
Given under my hand and seal of office this I day of A4041 .2013.
Public in and for the State of
o exas
° "0s
ac(�
y commission expires:
l kabfs0l %LcpMCam\Files%ContracuXQuick [deal Enterprises Licenu Agreement for Gateway MonumentUCetaeAgreement.doc
Ucense Amement . Page 5
LA
/r
f
r �