Microsoft Word - Temporary right of way agreement

THE STATE OF TEXAS

COUNTY OF

JACKSON

TEMPORARY RIGHT OF WAY AGREEMENT

This RIGHT OF WAY AGREEMENT (this "Agreement") dated as of

(the "Effective Date"), is made by

(Company)

and Jackson County (County). Company and County are sometimes each referred to in this Agreement as

a "Party" and collectively as the "Parties."

RECITALS

County owns an interest in the real property located in Jackson County, Texas, which is commonly referred

to as Road(s), and which is depicted on Exhibit "A"

attached to this Agreement (the "Property");

Company desires to acquire a right-of-way and easement along a route, the location of which has been

agreed to by the parties herein (the location of the pipeline as constructed to evidence such agreed route,) to

construct, maintain, operate, repair, replace, and remove a water pipeline and related facilities and markers;

and

AGREEMENT

NOW, THEREFORE, in consideration of the agreements and promises set forth below, and other

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties

agree as follows:

Recitals: The recitals set forth above, and all referenced exhibits, are expressly incorporated in this

Agreement by this reference.

Payment: In consideration of County's consent to permit Company to construct, maintain, operate, repair,

replace, and remove a water pipeline and related facilities and markers; and (ii) convey, transfer, and assign

to the Company all easements, rights-of-way, and licenses ("Appurtenances") necessary for the Company's

entry onto the Property to construct, maintain, operate, repair, replace, and remove a water pipeline and

related facilities and markers, Company shall pay to County a $500 permit fee per line laid.

Easement; Rights-of-Way and Licenses: In further consideration of the payment of the consideration set

forth above, County shall, in accordance with the terms and conditions of this Agreement, grant to Company

an easement in over, across, under, and through the Property to construct, install, maintain, replace, and

operate the water pipeline and related facilities and markers. Company shall have reasonable access to the

easement, including all necessary rights-of-way and licenses to enter upon the Property in accordance with

the terms and conditions of this Agreement.

Term: The term of this Agreement shall commence on the Effective Date and will continue until the water

pipeline and related facilities and markers are removed from the Property. The rights to the Property granted

herein shall terminate on

Construction, Operation, and Maintenance: Audit: Company shall be solely responsible for all costs of

construct, maintain, operate, repair, replace, and remove of the water pipeline and related facilities and

markers from the Property. Proper drainage in the highway ditch shall be maintained throughout the

installation of this line. Company shall assume all responsibility for any damage to the public or adjoining

property owners in the installation and maintenance of this line.

is the responsibility of Company to handle

traffic in a safe and satisfactory manner during the installation and maintenance of these lines. Traffic control

shall be in compliance with Part VI of the I980 Texas Manual on Uniform Traffic Control Devices for Street

and Highways. A representative of Company will be on the jobsite whenever work is in progress and a copy

of this permit must be on the jobsite.

Representations and Warranties: As an inducement to the Company to enter into this Agreement, County

represents and warrants the following concerning the Property:

6.1

County holds an interest to the Property.

6.2

To the best of County's knowledge, there are no environmental or archeological restrictions

which would interfere with the Company's rights pursuant to this Agreement; and

No Further Rights: Except for those rights expressly provided elsewhere herein, no other rights to the

Property are conveyed, transferred, or assigned to Company by this Agreement.

Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended, and

nothing in this Agreement shall be construed, to require that Company construct, maintain, operate, repair,

replace, and remove the water pipeline and related facilities from the Property.

Further Documents and Cooperation: Company and County shall execute such other and further

documents as are reasonable and necessary to fulfill and carry out the terms and conditions intended by this

Agreement. County agrees to cooperate with Company and to take all actions required and necessary for the

proper permitting and utilization of the Property obtained by Company pursuant to this Agreement.

I0. All other parties holding any interests in the right to use the Property, including, but not limited to,

mortgages, deeds of trust, leases, easements, rights-of-way, and licenses, have or will agree to subordinate

such rights to use of the Property in favor of Company's right to use the Property pursuant to the terms of this

Agreement.

11.

Company shall provide proof of financial responsibility to cover damages to persons or property

covering its operations and rights granted hereunder by complying with either option listed below:

11.1

Company shall keep in effect, at its sole cost and expenses, reasonably satisfactory

comprehensive general liability insurance covering the rights granted hereunder with maximum

limits of liability of not less than $1,000,000 for bodily injury of death to one person, or to any

group of persons as a result of one accident, and $1,000,000 for property damage. Company shall

name the County as an additional insured and furnish such other party with certificates of current

policies, and upon expiration thereof, renewal certificates, evidencing such insurance. Company

shall also cover all of its respective employees with workman compensation policies.

11.2

Company shall provide to Commissioners Court a letter, which shall be incorporated as part of

this agreement, setting forth that company will self insure for any damage to persons or property

caused by its operation and rights granted hereunder.

Commissioners Court reserves the right to accept or reject Company's selection to be self insured under

option b) above.

Company shall pay all real estate taxes and assessments that shall be due and payable on the

improvements to the extent related to Company's improvements (for the limited period of this Agreement), if

any prior to delinquency.

Nothing contained herein shall be construed or deemed to constitute a dedication, express or implied, of

any real property to or for any public use or purpose whatsoever.

No Representation. THE RIGHTS GRANTED HEREIN ARE BEING GRANTED IN THEIR

CURRENT CONDITION, "AS-IS, WHERE-IS AND WITH ALL FAULTS" AND EXCEPT AS MAY BE

SPECIFICALLY SET FORTH IN THE MASTER AGREEMENT, WITHOUT REPRESENTATION OR

WARRANTY OR INDEMNIFICATION OF ANY KIND, EXPRESS OR IMPLIED, EACH AND ALL OF

WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY THE COUNTY, INCLUDING, WITHOUT

LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO QUALITY,

MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE.

INDEMNIFICATION. COMPANY AGREES TO INDEMNIFY, DEFEND, AND HOLD

COUNTY HARMLESS FROM AND AGAINST ANY CLAIM MADE AGAINST COUNTY AND/OR

COUNTY'S REPRESENTATIVES FOR ANY LOSS OR DAMAGE INCLUDING PROPERTY DAMAGE

AND DEATH OR BODILY INJURY, SUFFERED BY COUNTY OR ANY OF ITS REPRESENTATIVES

AS A RESULT OF COMPANY'S INSPECTIONS, SAMPLING OR TESTING AND COMPANY'S USE

OF THE EASEMENTS GRANTED TO IT HEREIN. THE FOREGOING INDEMNIFICATION

OBLIGATIONS SHALL SURVIVE ANY SALE OF PROPERTY BY EITHER PARTY AND SHALL

SURVIVE ANY EXPIRATION OR TERMINATION OF ANY OF THE EASEMENT RIGHTS

GRANTED HEREUDER FOR ACTIONS ACCRUING DURING THE TERM HEREOF.

WAIVER OF LIABILITY. EXCEPT FOR THE COMPANY'S INDEMNIFICATION OBLIGATIONS

WITH RESPECT TO CLAIMS OF THIRD PARTIES, THE PARTIES' LIABILITY FOR DAMAGES

HEREUNDER IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY, AND NEITHER PARTY

SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR OTHER BUSINESS INTERRUPTION

DAMAGES, OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR

INDIRECT DAMAGES, IN TORT, CONTRACT OR OTHERWISE, OF ANY KIND, ARISING OUT OF

OR IN ANY WAY CONNECTED WITH THE PERFORMANCE, THE SUSPENSION OF

PERFORMANCE, THE FAILURE TO PERFORM, OR THE TERMINATION OF THIS AGREEMENT.

Covenant Against Liens. Company hereby covenants and agrees that it will not cause or permit any lien

(including, without limitation, the filing of any mechanic's lien) to be filed or asserted against the property of

the County as a result of any act or omission of Company. In the event any such lien or notice of lien is filed,

Company shall, within ten (10) days of receipt of notice from County of the filing of the lien, contest such

lien as permitted by law if such contest is sufficient alone to prevent the lien from maturing, or contest said

lien as permitted by law and bond or insure over said lien, or fully discharge the lien by settling the claim

which resulted in the lien or by bonding or insuring over the lien in the manner prescribed by applicable law.

If Company fails to so contest and/or discharge the lien, then, in addition to any other right or remedy of

County, County may bond or insure over the lien or otherwise discharge the lien. Company shall reimburse

County any amount paid by County to bond or insure over the lien or discharge the lien, including without

limitation reasonable attorneys' fees, within fifteen (15) days of receipt of invoice. Any rights and obligations

created under or by this Section shall survive termination or expiration of this Agreement.

Required Approvals: The Company will, at the Company's sole expense, obtain any required

permits from the appropriate state or local agencies that may be required by law or regulation. County

will cooperate in any nonmonetary manner in assisting County in obtaining and complying with any

such requirements.

Filings: The Company shall file all reports with all appropriate state or local agencies that may be

required by law or regulation.

Successors and Assigns: This Agreement shall be binding on the Parties and their respective

successors and assigns, including, without limitation, any future Landowners of the Property. County

agrees to include a description of this Agreement in any contract, deed, or other document affecting any

conveyance of any interest in any of the Property.

Authorizations: Each Party warrants to the other Party that it is duly authorized and has the power

to enter into this Agreement and grant and convey the interests described in this Agreement.

Governing Law: This Agreement shall be governed by and construed in accordance with the

substantive laws and judicial decisions of the State of Texas.

This Agreement contains the entire agreement between the Company and the County and no

statements, promises, or inducements made by any party or agreement of either party that are not

contained in this Agreement shall be valid or binding. This Agreement may be modified only in writing

when signed by the parties.

Counterparts: This Agreement may be signed in counterparts by the Parties with the same effect as

though each Party had executed the same document. Signature and notary pages may be detached from

the counterparts and attached to a single copy of this Agreement to

form

one legally effective document.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above

written.

Company Name:_____________________

__________________________________

Authorized Agent

Print Name:________________________

Jackson County

_____________________________________

Commissioner Pct.___________

______________________________________

County Judge

EXHIBIT "A"

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