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R-06-03-23-14E1 - 3/23/2006RESOLUTION NO. R -06-03-23-14E1 WHEREAS, pursuant to Section 3.1100, Tree Protection and Preservation, City of Round Rock Code of Ordinances, IKEA is deficient approximately 600 trees at its University Boulevard location per the site development permit, requiring that IKEA either pay funds into the City's Tree Fund or plant trees elsewhere in the City, and WHEREAS, IKEA desires to enter into a Tree Mitigation Agreement Plan with the City for the mitigation of deficient trees, and WHEREAS, the City has identified Old Settlers Park at Palm Valley as a location able to receive the quantity of trees needed to fulfill the mitigation requirements, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Tree Mitigation Agreement Plan with IKEA, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. @PFDeSktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R60323E1.WPD/sC RESOLVED this 23rd day of March, 2006. L, Mayor City of Round Rock, Texas ATTEST: CHRISTINE R. MARTINEZ, City Secre 2 TREE MITIGATION AGREEMENT PLAN NO. THIS MITIGATION AGREEMENT PLAN (this "Agreement") is made and entered by and between the CITY OF ROUND ROCK, TEXAS, a Texas municipal corporation, having its offices at 221 East Main Street, Round Rock, Texas 78664 (hereinafter referred to as the "City"), and IKEA Property, Inc., having its offices at 496 West Germantown Pike, Plymouth Meeting, PA 19462 (hereafter referred to as the "Grantee"). WHEREAS, the site development permit for Grantee's site at University Boulevard requires approximately 600 trees in addition to what has been provided or retained (the "Tree Deficiency"); and WHEREAS, Grantee may mitigate for the Tree Deficiency by either paying the City the sum of $270,000.00 to its Tree Fund or by planting other trees elsewhere in the City; and WHEREAS, OId Settlers Park at Palm Valley has been identified by the City as a location that can receive the quantity of trees needed to fulfill the mitigation requirements; and WHEREAS, GRANTEE has requested an agreement with the City under Section 3.1100 of the City Code to mitigate for the Tree Deficiency by installing trees, required irrigation, and associated improvements in OId Settlers Park at Palm Valley (hereafter referred to as the "Public Property"). AGREEMENT SECTION 1. DEFINITIONS. CITY means City of Round Rock, Texas. CODE means the Code of Ordinances for the City in effect as of the effective date of this Agreement. DEPARTMENT means the City of Round Rock Parks & Recreation Department. FORESTRY MANAGER means the person who oversees the City's urban forestry program GRANTEE means IKEA. LANDSCAPE ARCHITECT means a person who is licensed to engage in the practice of landscape architecture in the State of Texas. 4197745v.6 124555/00002 1 1 EXHIBIT "An LANDSCAPE CONTRACTOR means a person who is hired by Grantee to engage in the installation of the Mitigation Trees pursuant to this Agreement. MITIGATION TREES means newly installed trees that will be 3" caliper inches and/or in a 65 gallon container and conforming to Crown & Height American Standard for Nursery Stock, as described in ANSI Z60.1-1996. PUBLIC PROPERTY means that portion of Old Settlers Park at Palm Valley as shown on Exhibit "A", attached hereto and incorporated herein . SCOPE OF WORK means the installation of the Mitigation Trees, as more specifically set out in Exhibit "A" attached hereto, and underground irrigation system (including pipes, wires, or other structures or appurtenances) that allow placement of water to all newly installed Mitigation Trees pursuant to a plan proposed by Landscape Contractor and approved by the Forestry Manager (such approval not to be unreasonably withheld, conditioned or delayed). SECTION 2. PURPOSE. A. This Agreement grants to Grantee a permit to mitigate for the Deficiency Trees by installing the Mitigation Trees on the Public Property within the specific areas shown on Exhibit "A" attached hereto and completing the Scope of Work. No other service may be provided or is required under this Agreement without the express written consent of the City and Grantee. SECTION 3. CONSTRUCTION OBLIGATIONS. A. Grantee is subject to the police powers of the City, and other provisions of the Code in connection with the Scope of Work on the Public Property. B. The construction, expansion, reconstruction, excavation, use, maintenance and operation of the Scope of Work are subject to all requirements set forth in the Code, including, but not limited to, applying for and all applicable applying receiving err permits. C. Grantee shall fully comply with all other terms and conditions as stated in Sections 3.1100-3.1116 of the Code applicable to the installation of the Mitigation Trees, unless stated otherwise in this Agreement. D. Prior to commencement of Scope of Work, Grantee shall obtain the written approval from the Forestry Manager and the Director of Public Works of aII plans pertaining to the Scope of Work, including but not limited to, the location of the Mitigation Trees, the type of Mitigation Trees, and the final design of the irrigation system (which approval will not be unreasonably withheld, conditioned or delayed). 2 4197745v.6 124555/00002 SECTION 4. CONSTRUCTION REQUIREMENTS. A. Irrigation is required for all newly planted Mitigation Trees. Landscape Contractor for Grantee may tap into existing water main lines in locations approved by City (such approval not to be unreasonably withheld, conditioned or delayed) for irrigation needs and requirements, but Landscape Contractor will need to supply separate controllers, piping, wires and associated improvements and treat newly planted Mitigation Trees as a separate system. Controllers shall meet specifications provided by the City for connection to the City's central irrigation system. B. The Landscape Contractor shall contact PARD Park Supervisor prior to installation of the irrigation system to insure that all existing irrigation pipes, wires, cables, and utilities are marked prior to construction. C. The Forestry Manager or its designee will inspect all trees for Mitigation Trees quality and will inspect such tree planting holes and planting itself during planting/ construction days. D. Landscape Contractor may use City mulch as needed at no cost to Grantee or its contractors (including Landscape Construction). Landscape Contractor will be responsible for obtaining mulch and transporting the mulch to the project site. E. Landscape Contractor shall haul off any rock and poor soils encountered during excavation and provide good topsoil/ plant mix (sandy loam not acceptable) in which to plant Mitigation Trees. F. Landscape Architect is responsible for a landscape plan based on the City's Tree Master Plan for Old Settlers Park at Palm Valley. Irrigation plans to be provided by Landscape Contractor shall have the Landscape Architect and City approval for locations of taps and tie into the existing irrigation system. G. Any and all damage in Old Settlers Park at Palm Valley incurred as a result of the planting and irrigating of the Mitigation Trees will be repaired by and at expense of Grantee. SECTION 5. TIMELINE. A. All Scope of Work per this Agreement shall be in place and complete prior to or concurrent with the substantial completion of the site development landscape at Grantee's property on University Boulevard. 3 4197745v.6 124555/00002 B. Landscape Architect must submit a Letter of Concurrence for Scope of Work in conjunction with a Letter of Concurrence of the site development landscape prior to the City's acceptance of the Scope of Work. SECTION 6. INDEMNITY AND INSURANCE. A. Grantee shall defend, indemnify and hold the City harmless against all damages, cost, loss or expense arising out of or resulting from the negligence or willful misconduct of Grantee, its agents, employees, or subcontractors in the performance of activities under this Agreement for: 1. the repair, replacement, or restoration of City property, equipment, materials, structures, and facilities which are damaged; 2. damage to or loss of the property of any person (including, but not limited to Grantee, its agents, officers, employees and subcontractors, the City's agents, officers and employees, and third parties); and, 3. death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including, but not limited to the agents, officers and employees of Grantee, Grantee's subcontractors, the City, and third parties to whom the loss may occur). B. The terms of each contract awarded by Grantee for activities pursuant to this Agreement shall contain indemnity provisions whereby the contractor must indemnify the City to the same extent as described in this section. C. The Forestry Manager shall give prompt written notice to Grantee of any claim for which the City seeks indemnification. Grantee shall have the right to investigate, defend and compromise these claims. D. Grantee shall, at its sole expense, provide: 1. extended public liability insurance coverage, in an amount not Tess than $600,000 for personal injury and $600,000 for property damage, specifically naming the City of Round Rock as an additional insured; or, 2. an equivalent means of providing protection acceptable to the City and covering all liabilities arising from the activities of Grantee, its officers, employees, agents, or contractors, relative to this Agreement. E. All insurance certificates shall be submitted on the standard ACCORD Form and: 1. name of the City of Round Rock and its officers, employees, board members and elected representatives as additional insured parties as to all applicable coverage except worker's compensation; 2. provide 30 days notice to the City for cancellation, non -renewal; 4 4197745v.6 124555/00002 3. provide for notice to the holder of the insurance certificate. SECTION 7. SURETY. A. Grantee shall obtain and maintain at its sole cost and expense a corporate surety bond to secure performance of its obligations and faithful adherence to the requirements of this Agreement. The surety bond must be: 1. in an amount not less than 100% of the value of the construction contract; 2. issued by a surety company licensed to do business in the State of Texas; and, 3. acceptable to the City Attorney (such acceptance not to be unreasonably withheld, conditioned or delayed). B. Grantee shall obtain this bond prior to its commencement of any of the Scope of Work. C. The rights reserved to the City with respect to the bond are in addition to all other rights of the City, whether reserved by this Agreement or authorized by law. No action, proceeding or exercise of a right with respect to the bond shall affect the City's rights to demand full and faithful performance under this Agreement or limit Grantee's liability for damages. D. The bond shall contain the following endorsement: "It is understood and agreed that this bond may not be canceled by the surety nor any intention not to renew be exercised by the surety until 30 days after receipt by Forestry Manager, by registered mail, of written notice of the intent." E. The bond will be released and terminated upon completion of the Scope of Work. SECTION 8. RECORDS. A. Grantee shall keep complete and accurate maps and specifications describing the location of the Mitigation Trees and irrigation lines within the Scope of Work for up to one (1) year after completion of the Scope of Work or until Grantee delivers a complete copy of such maps and specifications to the City, which ever is earlier. B. The City has the right to inspect, upon reasonable notice, all maps and specifications regarding the Scope of Work until Grantee delivers to the City a copy of such maps and specifications. Grantee shall fully cooperate in making available such maps and specifications for inspection. 5 4197745v.6 124555/00002 C. The City shall maintain confidentiality of all competitively sensitive information to the extent allowed by law. SECTION 9. NOTICE. A. The Forestry Manager and the Parks and Recreation Director for the City are jointly responsible for the administration of the Scope of Work. Grantee shall direct questions regarding the interpretation or application of the Scope of Work to the Forestry Manager. Grantee shall direct questions regarding the interpretation or application of the terms and conditions in this Agreement to the Forestry Manager. B. All notices to the City shall be to the following: CITY OF ROUND ROCK PARKS AND RECREATION DEPARTMENT 301 W. Bagdad; Suite 250 Round Rock, TX 78664 Attn: Emsud Horozovic Telephone: (512) 341-3350 Fax: (512) 218-5548 C. All notices to Grantee shall be to: IKEA Property, Inc. 496 West Germantown Pike Plymouth Meeting, PA 19462 Attn: Vice President, Real Estate Tel: 610-834-0180 Fax: 610-567-2856 SECTION 10. ASSIGNMENT. A. Neither this Agreement nor any rights or privileges of Grantee under this Agreement, either separately or collectively, shall be sold, resold, assigned, transferred or conveyed by Grantee to any other person, firm, affiliate or entity, without the prior written consent of the City by ordinance. The City's approval shall not be unreasonably withheld, conditioned or delayed. B. Should Grantee sell, assign, transfer, convey or otherwise dispose of its rights or interests under this Agreement, or attempt to do so, without the City's prior written consent, the City may revoke this Agreement. All rights and interest of Grantee shall cease if this Agreement is revoked. C. A transfer in violation of this section is null, void and unenforceable. 6 4197745v.6 124555/00002 D. The City may deny consent to a transfer of interest if the transferee is not legally authorized to install facilities in the Public Property. E. This Agreement does not prevent Grantee from contracting with any third parties to perform the Scope of Work. SECTION 11. TERMINATION. A. This Agreement may be terminated by Grantee by written notice to the City no fewer than sixty days before the desired termination date only if Grantee abandons the Scope of Work. B. If Grantee terminates this Agreement, Grantee may not remove from the Public Property any of the Mitigation Trees or irrigation system installed pursuant to the Scope of Work. C. This Agreement may be terminated by City upon written notice to Grantee no fewer than 15 days before the desired termination date if Grantee fails to abide by the City's ordinances and specifications and does not cure such failure sooner than the 45th day after written notice is received by Grantee. SECTION 12. ESTABLISHING A MAINTENANCE AGREEMENT. A. Under this Agreement, Grantee shall provide limited maintenance of the Scope of Work to insure the survivability of the Mitigation Trees for one (1) year after date of substantial completion of the Scope of Work. B. Limited maintenance means to perform periodic and routine inspections of irrigation system and installed Mitigation Trees and to make adjustments per standard recognized nursery practices as stated in Section 3.1110 of the Code. C. After the one-year period referenced in Section 12.A above, the City shall be responsible for maintaining the Mitigation Trees and irrigation system and all other items installed as the Scope of Work. 7 4197745v.6 124555/00002 PASSED AND APPROVED This Agreement shall be effective as of . 2006. IKEA By: Name: Title: Date: CITY OF ROUND ROCK, TEXAS By: NYLE MAXWELL, Mayor ATTEST: By: Christine Martinez, City Secretary 8 4197745v.6 124555/00002 EXHIBIT "A" MITIGATION TREES :A • VA. 45! OLD SETTLERS PARK AT PALM VALLEY IKEA TREE MITIGATION PLAN 9 4197745v.6 124555/00002 DATE: March 16, 2006 SUBJECT: City Council Meeting - March 23, 2006 ITEM: 14.E.1. Consider a resolution authorizing the Mayor to execute a Tree Mitigation Agreement with IKEA for the planting of 600 trees in Old Settlers Park to meet the mitigation requirements of the tree ordinance. Department: Parks and Recreation Staff Person: Rick Atkins, Director Emsud Horozovic, Forestry Manager Justification: This Tree mitigation agreement is part of new Tree Ordinance provision to allow for tree mitigation by planting on public property. This is the first of such agreement since adoption and due to its value and size; we feel it is necessary to get council approval. Funding: Cost: N/A Source of funds: N/A Background Information: This is a precedent tree mitigation agreement using a provision of new Tree Ordinance allowing tree plantings on public property, and it is the largest in Round Rock thus far. Public Comment: N/A IKEA TREE MITIGATION AGREEMENT PLAN THIS MITIGATION AGREEMENT PLAN (this "Agreement") is made and entered by and between the CITY OF ROUND ROCK, TEXAS, a Texas municipal corporation, having its offices at 221 East Main Street, Round Rock, Texas 78664 (hereinafter referred to as the "City"), and IKEA Property, Inc., having its offices at 496 West Germantown Pike, Plymouth Meeting, PA 19462 (hereafter referred to as the "Grantee"). WHEREAS, the site development permit for Grantee's site at University Boulevard requires approximately 600 trees in addition to what has been provided or retained (the "Tree Deficiency"); and WHEREAS, Grantee may mitigate for the Tree Deficiency by either paying the City the sum of $270,000.00 to its Tree Fund or by planting other trees elsewhere in the City; and WHEREAS, Old Settlers Park at Palm Valley has been identified by the City as a location that can receive the quantity of trees needed to fulfill the mitigation requirements; and WHEREAS, GRANTEE has requested an agreement with the City under Section 3.1100 of the City Code to mitigate for the Tree Deficiency by installing trees, required irrigation, and associated improvements in Old Settlers Park at Palm Valley (hereafter referred to as the "Public Property"). AGREEMENT SECTION 1. DEFINITIONS. CITY means City of Round Rock, Texas. CODE means the Code of Ordinances for the City in effect as of the effective date of this Agreement. DEPARTMENT means the City of Round Rock Parks & Recreation Department. FORESTRY MANAGER means the person who oversees the City's urban forestry program GRANTEE means IKEA. LANDSCAPE ARCHITECT means a person who is licensed to engage in the practice of landscape architecture in the State of Texas. 1 4197745v.7 124555/00002 i€ -X. -O3 LANDSCAPE CONTRACTOR means a person who is hired by Grantee to engage in the installation of the Mitigation Trees pursuant to this Agreement. MITIGATION TREES means newly installed trees that will be 3" caliper inches and/or in a 65 gallon container and conforming to Crown & Height American Standard for Nursery Stock, as described in ANSI Z60.1-1996 PUBLIC PROPERTY means that portion of Old Settlers Park at Palm Valley as shown on Exhibit "A", attached hereto and incorporated herein . SCOPE OF WORK means the installation of the Mitigation Trees, as more specifically set out in Exhibit "A" attached hereto, and underground irrigation system (including pipes, wires, or other structures or appurtenances) that allow placement of water to all newly installed Mitigation Trees pursuant to a plan proposed by Landscape Contractor and approved by the Forestry Manager (such approval not to be unreasonably withheld, conditioned or delayed). SECTION 2. PURPOSE. A. This Agreement grants to Grantee a permit to mitigate for the Deficiency Trees by installing the Mitigation Trees on the Public Property within the specific areas shown on Exhibit "A" attached hereto and completing the Scope of Work. No other service may be provided or is required under this Agreement without the express written consent of the City and Grantee. SECTION 3. CONSTRUCTION OBLIGATIONS. A. Grantee is subject to the police powers of the City, and other provisions of the Code in connection with the Scope of Work on the Public Property. B. The construction, expansion, reconstruction, excavation, use, maintenance and operation of the Scope of Work are subject to all requirements set forth in the Code, including, but not limited to, applying for and receiving all applicable permits. C. Grantee shall fully comply with all other terms and conditions as stated in Sections 3.1100-3.1116 of the Code applicable to the installation of the Mitigation Trees, unless stated otherwise in this Agreement. D. Prior to commencement of Scope of Work, Grantee shall obtain the written approval from the Forestry Manager and the Director of Public Works of all plans pertaining to the Scope of Work, including but not limited to, the location of the Mitigation Trees, the type of Mitigation Trees, and the final design of the irrigation system (which approval will not be unreasonably withheld, conditioned or delayed). 2 4197745v.7 124555/00002 SECTION 4. CONSTRUCTION REQUIREMENTS. A. Irrigation is required for all newly planted Mitigation Trees. Landscape Contractor for Grantee may tap into existing water main lines in locations approved by City (such approval not to be unreasonably withheld, conditioned or delayed) for irrigation needs and requirements, but Landscape Contractor will need to supply separate controllers, piping, wires and associated improvements and treat newly planted Mitigation Trees as a separate system. Controllers shall meet specifications provided by the City for connection to the City's central irrigation system. B. The Landscape Contractor shall contact PARD Park Supervisor prior to installation of the irrigation system to insure that all existing irrigation pipes, wires, cables, and utilities are marked prior to construction. C. The Forestry Manager or its designee will inspect all trees for Mitigation Trees quality and will inspect such tree planting holes and planting itself during planting/ construction days. D. Landscape Contractor may use City mulch as needed at no cost to Grantee or its contractors (including Landscape Construction). Landscape Contractor will be responsible for obtaining mulch and transporting the mulch to the project site. E. Landscape Contractor shall haul off any rock and poor soils encountered during excavation and provide good topsoil/ plant mix (sandy loam not acceptable) in which to plant Mitigation Trees. F. Landscape Architect is responsible for a landscape plan based on the City's Tree Master Plan for Old Settlers Park at Palm Valley. Irrigation plans to be provided by Landscape Contractor shall have the Landscape Architect and City approval for locations of taps and tie into the existing irrigation system. G. Any and all damage in Old Settlers Park at Palm Valley incurred as a result of the planting and irrigating of the Mitigation Trees will be repaired by and at expense of Grantee. SECTION 5. TIMELINE. A. All Scope of Work per this Agreement shall be in place and complete prior to or concurrent with the substantial completion of the site development landscape at Grantee's property on University Boulevard. 3 4197745v.7 124555/00002 B. Landscape Architect must submit a Letter of Concurrence for Scope of Work in conjunction with a Letter of Concurrence of the site development landscape prior to the City's acceptance of the Scope of Work. SECTION 6. INDEMNITY AND INSURANCE. A. Grantee shall defend, indemnify and hold the City harmless against all damages, cost, loss or expense arising out of or resulting from the negligence or willful misconduct of Grantee, its agents, employees, or subcontractors in the performance of activities under this Agreement for: 1. the repair, replacement, or restoration of City property, equipment, materials, structures, and facilities which are damaged; 2. damage to or loss of the property of any person (including, but not limited to Grantee, its agents, officers, employees and subcontractors, the City's agents, officers and employees, and third parties); and, 3. death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including, but not limited to the agents, officers and employees of Grantee, Grantee's subcontractors, the City, and third parties to whom the loss may occur). B. The terms of each contract awarded by Grantee for activities pursuant to this Agreement shall contain indemnity provisions whereby the contractor must indemnify the City to the same extent as described in this section. C. The Forestry Manager shall give prompt written notice to Grantee of any claim for which the City seeks indemnification. Grantee shall have the right to investigate, defend and compromise these claims. D. Grantee shall, at its sole expense, provide: 1. extended public liability insurance coverage, in an amount not less than $600,000 for personal injury and $600,000 for property damage, specifically naming the City of Round Rock as an additional insured; or, 2. an equivalent means of providing protection acceptable to the City and covering all liabilities arising from the activities of Grantee, its officers, employees, agents, or contractors, relative to this Agreement. E. All insurance certificates shall be submitted on the standard ACCORD Form and: 1. name of the City of Round Rock and its officers, employees, board members and elected representatives as additional insured parties as to all applicable coverage except worker's compensation; 2. provide 30 days notice to the City for cancellation, non -renewal; 4 4197745v.7 124555/00002 3. provide for notice to the holder of the insurance certificate. SECTION 7. SURETY. A. Grantee shall obtain and maintain at its sole cost and expense a corporate surety bond to secure performance of its obligations and faithful adherence to the requirements of this Agreement. The surety bond must be: 1. in an amount not Tess than 100% of the value of the construction contract; 2. issued by a surety company licensed to do business in the State of Texas; and, 3. acceptable to the City Attorney (such acceptance not to be unreasonably withheld, conditioned or delayed). B. Grantee shall obtain this bond prior to its commencement of any of the Scope of Work. C. The rights reserved to the City with respect to the bond are in addition to all other rights of the City, whether reserved by this Agreement or authorized by law. No action, proceeding or exercise of a right with respect to the bond shall affect the City's rights to demand full and faithful performance under this Agreement or limit Grantee's liability for damages. D. The bond shall contain the following endorsement: "It is understood and agreed that this bond may not be canceled by the surety nor any intention not to renew be exercised by the surety until 30 days after receipt by Forestry Manager, by registered mail, of written notice of the intent." E. The bond will be released and terminated upon completion of the Scope of Work. SECTION 8. RECORDS. A. Grantee shall keep complete and accurate maps and specifications describing the location of the Mitigation Trees and irrigation lines within the Scope of Work for up to one (1) year after completion of the Scope of Work or until Grantee delivers a complete copy of such maps and specifications to the City, which ever is earlier. B. The City has the right to inspect, upon reasonable notice, all maps and specifications regarding the Scope of Work until Grantee delivers to the City a copy of such maps and specifications. Grantee shall fully cooperate in making available such maps and specifications for inspection. 5 4197745v.7 124555/00002 C. The City shall maintain confidentiality of all competitively sensitive information to the extent allowed by law. SECTION 9. NOTICE. A. The Forestry Manager and the Parks and Recreation Director for the City are jointly responsible for the administration of the Scope of Work. Grantee shall direct questions regarding the interpretation or application of the Scope of Work to the Forestry Manager. Grantee shall direct questions regarding the interpretation or application of the terms and conditions in this Agreement to the Forestry Manager. B. All notices to the City shall be to the following: CITY OF ROUND ROCK PARKS AND RECREATION DEPARTMENT 301 W. Bagdad; Suite 250 Round Rock, TX 78664 Attn: Emsud Horozovic Telephone: (512) 341-3350 Fax: (512) 218-5548 C. All notices to Grantee shall be to: IKEA Property, Inc. 496 West Germantown Pike Plymouth Meeting, PA 19462 Attn: Vice President, Real Estate Tel: 610-834-0180 Fax: 610-567-2856 SECTION 10. ASSIGNMENT. A. Neither this Agreement nor any rights or privileges of Grantee under this Agreement, either separately or collectively, shall be sold, resold, assigned, transferred or conveyed by Grantee to any other person, firm, affiliate or entity, without the prior written consent of the City by ordinance. The City's approval shall not be unreasonably withheld, conditioned or delayed. B. Should Grantee sell, assign, transfer, convey or otherwise dispose of its rights or interests under this Agreement, or attempt to do so, without the City's prior written consent, the City may revoke this Agreement. All rights and interest of Grantee shall cease if this Agreement is revoked. C. A transfer in violation of this section is null, void and unenforceable. 6 4197745v.7 124555/00002 D. The City may deny consent to a transfer of interest if the transferee is not legally authorized to install facilities in the Public Property. E. This Agreement does not prevent Grantee from contracting with any third parties to perform the Scope of Work. SECTION 11. TERMINATION. A. This Agreement may be terminated by Grantee by written notice to the City no fewer than sixty days before the desired termination date only if Grantee abandons the Scope of Work. B. If Grantee terminates this Agreement, Grantee may not remove from the Public Property any of the Mitigation Trees or irrigation system installed pursuant to the Scope of Work. C. This Agreement may be terminated by City upon written notice to Grantee no fewer than 15 days before the desired termination date if Grantee fails to abide by the City's ordinances and specifications and does not cure such failure sooner than the 45th day after written notice is received by Grantee. SECTION 12. ESTABLISHING A MAINTENANCE AGREEMENT. A. Under this Agreement, Grantee shall provide limited maintenance of the Scope of Work to insure the survivability of the Mitigation Trees for one (1) year after date of substantial completion of the Scope of Work. B. Limited maintenance means to perform periodic and routine inspections of irrigation system and installed Mitigation Trees and to make adjustments per standard recognized nursery practices as stated in Section 3.1110 of the Code. C. After the one-year period referenced in Section 12.A above, the City shall be responsible for maintaining the Mitigation Trees and irrigation system and all other items installed as the Scope of Work. 7 4197745v.7 124555/00002 PASSED AND APPROVED II����2 This Agreement shall be effective as of Ir/ �U1t,(,AJ 0243 , 2006. IKEAC-4rir, INC By: j Names Title: Date: CITY OF ROUND ' OCK, TE By: N rtooKE ATTEST: By: 4197745v.7 124555/00002 WEL ayor Christine Martinez, City Secretary 8 EXHIBIT "A" MITIGATION TREES OLD SETTLERS PARK AT PALM VALLEY IKEA TREE MITIGATION PLAN 9 4197745v.7 124555/00002 , Com _roDairime, cory:xx. „ Tft tit t ittff, tf, 'ff.1111 Al„VgJA.0,11„' Ottffittiftf, ff. QTY, SVM SPECIES 120 RED OAK. 120 Tr LIVE OAK 120 ! CEDAR ELM KM OAK 75CliiNg(JAPIN OAK , , 1 30 30 • LACERARK ELM OLD SETTLERS PARK AT PALM VAI LEY IKEA TREE MITIGATION PLAN