10-111 - R TOWN OF PROSPER, TEXAS RESOLUTION NO. 10-111
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF
PROSPER, TEXAS, HEREBY AUTHORIZING THE TOWN MANAGER
OF THE TOWN OF PROSPER, TEXAS, TO EXECUTE A RELEASE,
HOLD HARMLESS AND INDEMNITY AGREEMENT, BY AND
BETWEEN BRIDGESTONE RETAIL OPERATIONS, LLC, AND THE
TOWN OF PROSPER FOR THE CONSTRUCTION OF A MONUMENT
SIGN WITHIN AN EXISTING TOWN EASEMENT.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF PROSPER, TEXAS:
SECTION 1: The Town Manager of the Town of Prosper, Texas, is hereby authorized to
execute, on behalf of the Town Council of the Town of Prosper, Texas, a Release, Hold Harmless
and Indemnity Agreement, by and between Bridgestone Retail Operations, LLC, and the Town of
Prosper for the construction of a monument sign within an existing Town easement, as hereto
attached.
SECTION 2: This Resolution shall take effect immediately upon its passage.
RESOLVED THIS THE 14`" day of December,2010.
Ray Smith, Mayor
ATT
i g
" �e o",
hew D. Denton, TRMC
i" wry Secretary ~41
mmuu a9 irx
enmm �, ' emim
RELEASE,HOLD HARMLESS AND INDEMNITY AGREEMENT
THIS AGREEMENT is made this 14th day of December, 2010, by and between
Bridgestone Retail Operations, LLC, a Delaware limited liability company ("Indempitor") and the
TOWN OF PROSPER, TEXAS, Texas home-rule municipality("Itlenitee").
RECITALS
A. Indemnitor has requested to erect and maintain a sign ("sem") within Indemnitee's
easement, filed for record under Clerk's File No. Vol. 2009, Page 140, Real Property Records of
Collin County ("Easement"). The Easement is incorporated herein by reference for all purposes as
if fully set forth verbatim.
B. Indemnitor agrees that the sign shall: (i) comply with any all ordinances, rules and
regulations of Indemnitee, as amended; and (ii) be erected at the location depicted on Exhibit t "A",
attached hereto and incorporated herein for all purposes.
C. Indemnitor acknowledges and agrees that Indemnitee has not obtained any consent
and/or approval of the landowner made the subject of the Easement, and Indemnitor,
notwithstanding, knowingly and willingly desires to enter into this Agreement.
D. Indemnitor and Indemnitee acknowledge and agree that Indemnitor, at its sole cost
and expense, shall maintain the sign.
E. The erection and maintenance of the sign is referred to herein as the "1't ect".
F. Indemnitor and Indemnitee acknowledge and agree that should Indemnitee
determine, in its sole discretion, that the sign should be removed and/or relocated, Indemnitor, shall,
at its sole cost and expense and within ten (10) days of receiving notice from Indemnitee, remove
and/or relocate, if authorized by Indemnitee,the sign.
G. Indemnitor and Indemnitee acknowledge and agree that should Indemnitor fail to
remove and/or relocate the sign in accordance with P��°�t -aph F above, Indemnitee may, in its sole
discretion, remove and dispose of the sign, and Indemnitee shall not, under any circumstance, be
liable for any damage to the sign and/or the destruction and/or disposal of the sign.
H. Indemnitor agrees to release, hold harmless and indemnify Indemnitee according to
the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the recitals set forth above and the mutual
promises contained herein the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Indemnitor agrees to protect (with legal counsel of Indemnitee's choice), indemnify,
and save and hold Indemnitee and Indemnitee's Council Members, officers, agents, employees,
representatives, successors and assigns harmless from, against, for and in respect of any and all
RELEASE,HOLD HARLMLESS AND INDEMNITY AGREEMENT-PAGE 1
#585318
damages, losses, obligations, liabilities, claims, deficiencies, costs and expenses, including, without
limitation, reasonable attorney's fees and other costs and expenses (including reasonable attorney's
fees and other costs and expenses associated with the enforcement of this paragraph) incident to any
action, suit, investigation, claim or proceeding brought against, suffered, sustained, incurred or
required to be paid by Indemnitee with respect to the Project.
2. Indemnitor, hereby releases Indemnitee, its Council Members, officers, agents,
representatives and employees, from and against, and waives any and all rights to, any and all
claims and/or demands for damages (personal or property), injury (including death), or otherwise,
it/they may have with regard to the Project, in whole or in part, directly or indirectly, as provided in
this Agreement.
3. Indemnitor and Indemnitee further agree that the provisions of this Agreement shall
survive the completion of the Project.
4. This Agreement shall inure to and bind the heirs, personal representatives, successors
and assigns of the parties hereto.
5. If any provision in this Agreement be held to be void or unenforceable under the
laws of any place governing its construction or enforcement, this Agreement shall not be void or
vitiated thereby, but shall be construed to be in force with the same effect as though such provision
were omitted.
6. This Agreement shall be governed by and construes in accordance with the laws of
the State of Texas, and is specifically performable in Collin County,Texas.
7. Nothing contained in this Agreement shall be construed as a waiver by Indemnitee of
its governmental immunity.
8. The recitals set forth above are incorporated herein as if repeated verbatim.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
signed as of the date first above written.
"INDEMNITOR": "INDEMNITEE":
B Igestone Retail Operations,LLC, a Delaware TOWN OF PROSPER., ' "XAS:
11 -CO wily
B M _ ._..._ .........................
......... ._
fa ie"', M. echa,A Director Real Estate Assets and Mi Lancs, "own Manager
ew Store Development
RELEASE,HOLD HARLMLESS AND INDEMNITY AGREEMENT-PAGE 2
#552888
EXHIBIT "A "
(Location of sign)
(1 page attached)
RELEASE,HOLD HARLMLESS AND INDEMNITY AGREEMENT-PAGE 3
#585318
c G
1
1
q q q
q q
q q
Il II
q q
1 q N
G
1 I
I N
.....................
q � N
1 01
00
q cI
N
m
N N
cn
1 K I'
�
N ? (.
00 1 1
N1 I N
I 1
00 1 1
° 15-0" 11.61 1
q �
A--L
r 1
q N
q q
o ii q 4
G G
G 1'
1 G G
G G.
G f
G q
q 1
q q
q 1
m o
x m NEW FCAC STORE
Z
_ "RS 2009— DECEMBER" LEFT HAND „n, o Dan=&um
co
N HIGHWAY 380 &CUSTER ROADcon
nr
D N PROSPER, TEXAS 75071rE` Xrh ;a
— O
N w y pPN 9�ONT6TNE F.XCTtMIVE WMFA9NIXWJ dH6 T6YNE DFlh.WIXG9Y sTMtlF.flETFLL Ufv:INTbtdS.VIG V�
.....................,... ....... . _. ........ ................................,...�.�..:...,.