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Home My WebLink AboutC2008-050 - 3/5/2008 - NARIGHT OF ENTRY, USE, AND ACCESS AGREEMENT This RIG T OF ENTRY, USE AND ACCESS AGREEMENT ("Agreement") is made this S day of MaYG , 2008 by and between THE CITY OF CORPUS CHRISTI, a Texas home-rule municipal corporation ("CITY"), acting for the benefit of on its Corpus Christi Police Department (the "Police Department"); and FLINT HILLS RESOURCES, LP ("FHR"), Owner of a place of business located at 2$25 Suntide Road, Corpus Christi, Texas 78409. WHEREAS, the CITY has requested permission from FHR to enter upon and use the following-described property owned by FHR (the "Property"} and located at 1925 Tuloso Road, Corpus Christi, Texas, in order that the CITY's Police Department may perform the activities described below (the "Activities Permitted"): THE CITY AND FHR AGREE AS FOLLOWS: PROPERTY: The following-described portions of FHR's building and property located 1925 Tuloso Road, Corpus Christi, Texas 78409 in Corpus Christi, Texas (formerly Known as the Tuloso-Midway School building and property): Office Space located and described as follows: fprmer indoor Physical Education room and adjacent offices (see Exhibit A for location); and Parking Spaces: Approximately 40 parking spaces in lacations to be reasonably designated by FHR (separate areas may be designated for use during FHR's business hours and during FHR's non-business hours), which locations may change from time to time upon reasonable notice by FHR to the CITY ;and Shared Spaces' Certain ingress and egress routes to and from the Oftice Space and Parking Spaces to be reasonably designated by FHR, and the rest rooms located a# Training Center entry (see Exhibit A), which routes and areas are also used by FHR and others. ACTIVITIES PERMITTED: The CITY's Police Department may do the following- described activities on the Property: Patrolman assembly and departure station, conducting briefings, training, completion of reports and other normal police administration duties. ACTIVITIES NOT PERMITTED: The CITY's Police Department may not detain or question suspects or others on the Property, This RIGHT OF ENTRY & ACCESS AGREEMENT specifically excludes members of the public. CiTY's Police Department is prohibited from permitting members of the public to enter upon and access the Property, whether for purposes of police-related business or other purposes, unless entry is otherwise permitted in accordance with the terms of this Agreement. 1. RIGHTS TO USE THE PROPERTY; NO CASH RENT. In exchange for CITY's upkeep and maintenance of the Property as required under the terms of this Agreement FHR hereby grants permission to the CITY and its Police Department the right to enter upon and use the Property for the Activities Permitted, as defined above {but for no other purposes or activities), pursuant to the terms of this 2008-050 'bligation to pay periodic cash rental payments. 03/05/08 Page 1 of 4 Flint Hills Resources 2. USE OF THE PROPERTY; REPAIRS; ALTERATIONS. The CITY shall use the Property and conduct the Activities Permitted hereunder: (i.) in a good and workmanlike manner; (ii.) in compliance with FHR's reasonable site-security and site-safety requirements that are made known to the CITY; and (iii.) in accordance with all applicable laws and goad industry standards. The CITY will not store any dangerous or hazardous materials at the Property. FHR makes no representation as to conditions on the Property, and the CITY accepts the Property in its SAS IS" condition. The CITY will perform, at its expense, all necessary or appropriate activities concerning the preparation of the Property for use hereunder, but the CITY will not make or allow to be made any material alterations, additions, or modifications to the Property, or any part thereof, without first obtaining written approval from FHR. (To the extent any such work involves the use of non- governmental contractors, such approval may be conditioned on such contractors providing indemnity protections and insurance-endorsements directly to FHR that are similar in nature to what FHR requests of its own contractors.) As part of such approval-process, the parties acknowledge that they will normally attempt to agree on how to handle any such changeslimprovements upon the termination of this Agreement (e.g., whether improvements will be left on the Property, or removed, upon such termination). The CITY shall be responsible far promptly repairing and remediating, at its expense, any damage to property ar the environment that is caused by the CITY`s use of the Property hereunder. 3. UTILITIES; SERVICES. The CITY will be responsible, at its expense, for providing the following services for the Office Space: Janitorial service, routine (non-structural) maintenance, light bulb replacement, and trash service, to the extent relating to the CITY's use of the Property. FHR will provide reasonable amounts of utilities (water, electricity, etc.) to the Property using existing connections and arrangements, at no cost to the City. The City will arrange for and pay for any telephone, Internet, and other communications-related utility services relating to its use of the Property. 4. OTHER OPERATIONS. The CITY recognizes and acknowledges that FHR has certain operations on or in the vicinity of the Property, and the CITY agrees to make reasonable efforts to conduct its Activities Permitted hereunder in a manner that does not unreasonably interfere with such operations. The CITY acknowledges that the Shared Spaces and the parking area in the vicinity of the Property are also being used by FHR and others during the term of this Agreement, but FHR shall make reasonable efforts to avoid unreasonable interference with the use of the Property by the CITY hereunder. The parties will (upon the request of either) meet to discuss and coordinate any shared usage of any portion of the Property and/or associated parking area during the term of this Agreement. FHR agrees to provide current copies of life safety system inspections and copies of future inspections. In addition, FHR agrees to conduct, at their expense, inspections of all life safety systems on a periodic basis. Any recommendations for corrections to life safety systems will be made at the expense of FHR. 5. TERM. The initial term of this Agreement will commence as of the date first written above, and will continue in effect for a period of three years {subject to earlier termination as provided for herein). Following the initial term, the term of this Agreement shall continue on a month to month basis until terminated (effective anytime after the expiration of the Initial Term) by either party giving forty-five {45) days prior written notice to the other party. Provided, however, that FHR shall have the right to terminate this Agreement upon fifteen (15) days written notice to the CITY if the CITY materially breaches any of its obligations hereunder and fails to cure such breach within a reasonable period of time following notice of such breach from FHR. Upon expiration or termination of the term of this Agreement, the CITY shall surrender the Office Space to FHR in as good a condition as it was at the beginning of the term, reasonable wear from authorized Page 2 of 4 use excepted, remove the CITY's personal property and #ixtures located on the Property hereunder (except as otherwise agreed to by the parties}, and timely repair any damage to the Property caused by the CITY's activities hereunder. 6. ASSIGNMENTS; LIENS. The CITY shall not assign this Agreement in whole or in part nor sublet all or any part of the Property without the prior written consent of FHR. The CITY shall not permit any mechanics' liens, materialmen`s liens or other liens to be filed against the Property. If any such lien is filed against the Property during the term of this Agreement relating to the CITY's use of the Property hereunder, FHR shall be entitled to discharge the lien at the CITY's expense. 7. TAXES. FHR shall pay all ad valorem taxes that may be levied on or assessed against the Property during the term of this Agreement. The CITY shall pay all #axes or other governmental assessments or charges {if any) that may be assessed by reason of its use of the Property hereunder or that relate to the CITY's property located on the Property. 8. INSURANCE. The City shall, at all times during the term of this Agreement, maintain (or, at its election, "self insure") the following insurance (the City shall provide to FHR a certificate of insurance evidencing such insurance prior to the term of this Agreement, and periodically as needed thereafter to show continuing coverage; such insurance Commercial General Liability Insurance (with coverage no more restrictive than that provided for by standard IS4 Form CG 00 01 07 98 or GC 00 01 10 01 with standard exclusions "a" through "o") with a minimum limit of $1, 000,000 per occurrence for bodily injury and property damages, and shall name FHR as an additional insured on such policy using Endorsement CG 20 26 11 85 (or equivalent), with such insurance being primary not in excess of any other insurance available to FHR. The insurance limit specified above may be satisfied with a combination of primary and Umbrella/Excess Insurance.) 9. INDEMNITY. The CITY OF CORPUS CHRIST! (CITY) agrees that this indemnity is specifically provided by the CITY and funded by CITY under the insurance the CITY is to procure and main#ain for the term of this Agreement. This indemnity creates no unfunded debt. Therefore, THE CITY OF CORPUS CHRISTI (CITY) agrees to indemnify, defend, and hold Flint Hills Resources (FHR) and its employees harmless against any claims, strict liability claims, attorney's fees, damages, or other liabilities arising out of claims for personal injury or death to the employees or invitees of the CITY entering the Property hereunder, even if such injury/death is caused by the negligence of the indemnified parties, but only to the exten# that the CITY's obligations under this sentence are covered by up to $1,000,000 of General Liability insurance under an "Indemnity Under Contract" Endorsement EL217. The CITY hereby agrees during the term of this Agreement to carry at least $1,000,800 of General Liability insurance, including Endorsement EL217, covering this Agreement. rage 3 of 4 10. Notices. Notices and Endorsements required hereunder must be sent as follows. IF TO FHR fF TO CITY: f=lint Hiffs Resources Attn: Plant Manager 2825 Suntide Road Corpus Christi, TX 78409 AGREED TO BY: FLIN R URCES By: ame, itle ~~ p ~,, r Gaa~~~, v~cL ~~~- Date: CIS /U City of~Corpus Cfaristi Attn: C?Ca~~ K• N82 City Hall Bld~, 5t~' floor 1201 Leopard St. Corpus Christi, TX 78401 with a copy to: THE CITY OF CORPUS CHRISTI 13y: eorge K. Noe City Manager Date: ,~ ~ G ~~ 8' ASST. AFtMA1JD0 QiAPA ~ _ . w CfiY S6~tE7~R1f APPROVED AS TO LE AL FORM ONLY: 31- an-08 By. ' ~~~~ Veronica Ocanas, Assistant City Attorney for City Attorney Page 4 of 4 r ,r. a ~ L ~ ~ ~ s N 4 ~ L s ~ z_ S .~ f Z [:~ u n n ~ u n n :I I! n u n II u n i~ 13 1____~