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HomeMy WebLinkAboutEasement AgreementACCESS EASEMENT AGREEMENT TIIIS ACCESS EASEMENT AGREEMENT (this "A reemeni") is made as of this _ clay of , 2011, by and between ANGEL FIERMANOS, LTD., a 'Texas limited partnership ("Grantor"), and COLLEGE STATION HOSPITAL, i.,.P„ a Delaware limited partnership, or its assigns ("Grantee ,), WHEREAS, Grantor is the owner of Lot Eight (8), Block Tlu-ee (3), of the L.O. Ball Memorial Subdivison Phase 11 as shown oil the plat thereof as recorded in Volume 3582, Page 295 of the Official Records of Brazos County, Texas (the "Grantor r property"); WHEREAS, Grantee is the owner Lot Seven (7), Block Three (3), of the L.O. Ball Memorial Subdivison Phase II as shown on the plat thereof as recorded in Volume 3582, Page 295 of Ilrc Official Records of Brazos County, Texas (the "Grantee Prronerty"); WHEREAS, Grantee has requested from Grantor, and Grantor has agreed to grant to Grantee, an easement over and upon the northern twenty five (25) fee of the Grantor Property which casement area is more particularly described on Exhibit A attached hereto and incorporated herein for all purposes (the `Access Basement Area") for the purpose of access, ingress and egress to and from the Grantee Property across the Grantor Property. NOW THEREFORE, in consideration of these premises, the sum of Ten and No/100 Dollars. and other good and valuable consideration, the receipt and the suflicienev of which are hereby acknowledged and accepted, the parties, intending to b, legally bound hereby, agree as follows: I . Grant of Access .Casement, Grantor does hereby grant, bargain, sell and convey to Grantee, and Grantee's heirs, successors, and assigns, a perpetual casement over and upon the Access Easement Area for the purpose of pedestrian and passenger vehicle access, ingress and egress to and from the Grantee Property across the Access Easement Area (the `Access Easement"). Grantee binds Grantor and Grantor's heirs, successors, and assigns, to warrant and forever defend the title to the Access Easement, rights, and appurtenances, in Grantee, and Grantee's heirs, successors, and assigns, against every person whomsoever lawfully claiming or to claim the Access Easement, rights, or appurtenances, or an) part thereof, subject only to the Permitted Encumbrances (hereinafter defined), to the extent that such claim arises by, through, or under, Grantor, but not otherwise. Except with Grantee's vtritten consent, Grantor shall not construct any buildings or other vertical improvements, including without limitation any concrete median or other barrier within the Access Easement Area. 2. Grant. The grant of the Access Easeement is made subject only to the encumbrances set forth on Exhibit B attached attached hereto and incorporated herein for all purposes (the "Permitte(tncunlbrances"). 3. Maintenance of Easement Area. Except as expressly provided herein, Grantee(or any ground lessee of Grantee on behalf of Grantee) shall maintain the Access Easement Area in a safe and clean condition, and at a level of appearance and utility consistent with the highest standards prevailing for similar property in the City of College Station. If Grantee (or any ground lessee) does not perform the required maintenance, then Grantor shall have the right to perform the required maintenance after giving Grantee at least thirty (30) days' prior written notice, except in the event of an emergency, when such notice as is practical under the circumstances shall be given, Grantor shall then be entitled to receive reimbursement from Grantee for all reasonable costs incurred in performing the maintenance. The reasonableness of the charges shall be presumed upon presentation of bona -fide third -party invoices itemizing the sums claimed. Reimbursement shall be payable within thirty (30) days following presentation of such itemization, and shall include interest at the lesser of (a) eight percent (8%) per annum, or (b) the highest rate permitted by law, beginning on the thirtieth (30"i) day after the presentation of such itemization. 4. Easement Appurtenant. The Access Easement is appurtenant to and runs with the Grantee Property and the Grantor Property, and portions thereof, whether or not the Access Easement is referenced or described in any conveyance of either of either the Grantee Property or the Grantor Property, or any portion thereof The Access Easement is for the benefit of Grantee and its heirs, successors, and assigns, and any party who at any time owns the Grantee Property or any interest therein. 5, Equitable Rights of Enforcement. This Agreement may be enforced by restraining orders and injunctions (temporary or permanent) prohibiting interference and commanding compliance. Restraining orders and injunctions will be obtainable on proof of the existence of interference or threatened interference, and will be obtainable only by the parties to or those benefited by this Agreement; provided, however, that the act of obtaining an injunction or restraining order will not be deemed to be an election of remedies or a waiver of any other rights or remedies available at law or in equity. 6. Successors and Assigns. It is agreed that the foregoing represents the entire agreement between the parties and shall be binding on their respective representatives, successors and assigns; shall run with the land and be part of any and all conveyances of the Grantee Properly or the Grantor Property. The Access Easement benefits under this Agreement shall be available to any tenants or customers tinder written agreements with Grantee, and the customers, Patients or invitees of Grantee or its tenants and Grantee's successors and assigns. This Agreement may be amended only with the prior written consent of the owner(s) of the majority of the area of the Grantee Property and the owner(s) of the majority of the area of the Grantor Property. 7. Prior Agreements. Grantor and Grantee hereby agree that the foregoing represents the entire agreement between the parties hereto with respect to the subject matter hereof, that this written Agreement is complete in all its terms and provisions, and this written Agreement replaces and supersedes any prior agreements between the parties with respect to the subject matter hereof. -2- 8. Severability. If any term or provision of this Agreement, or the application thereof to any person or circumstance, to any extent, shall be. held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement, or the application of such tern or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 9. Superior Title. All mortgages, deeds of trust or other instruments evidencing a lien against the Grantor Property shall be subordinate to this Agreement. 10, Time is of the Essence. Time is of the essence with respect to [his Agreement. If the date for performance of any obligation under this Agreement falls on a Saturday, Sunday, or legal public holiday, the date, of performance will be [lic next following regular business day. 11. Further Assurances. Each party agrees to execute and deliver any additional documents and instruments and to perform any additional acts necessary or appropriate to Perform tine terms, provisions, and conditions of this Agreement and all transactions contemplated by this Agreement. 12. Notices. All notices under this Agreement shall be in writing, and (i) delivered personally to the person to whom the notice is to be given, (ii) given by certified or registered mail, return receipt requested, (iii) delivered via Federal Express or any other nationally rovides a return receipt showing the name of the recipient and recognized courier service that p the date of actual delivery, or (iv) given by e-mail or facsimile transmission. Notice given by mail shall be effective three (3) days (exclusive of Saturdays, Sundays and postal holidays) after the same is deposited in the United States Postal Service, properly post-paid and certified and addressed to the party to be notified. Notice given by e-mail or facsimile transmission shall only be deemed received if the transmission thereof is confirmed and such notice is followed by written notice as provided in subparts (1) through (iii) within th ee (3) business days following the e-mail or facsimile notice. Notice given in any other manner shall be effective only if and when actually delivered to the party to be notified or at such party's address for purposes of notice as set forth herein. A change in the notice address of any party may be effected by serving written notice of such change and of such new address upon the other party in the manner provided herein. Initially, notices shall be addressed to: If to Grantor; Angel Hermanos, Ltd. 1721 Birmingham Road, Suite 310 College Staten, TX 77845 Facshuila.OM-7�- 9� f Attention: If to Grantee: College Station Hospital, L.P, 1604 Rock Prairie Road College Station, Texas 77845 Attention; Fax No.: -3- with a copy to: College Station Hospital, L.P., 4000 Meridian Blvd. Franklin, TN 37067 Attention: Senior Real Estate Counsel Fax No.: 615.465.3012 13. Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature or acknowledgment of, or on behalf of, each party, or that the signature of all persons required to bind any party, or the acknowledgment of such party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, and the respective acknowledgments of, each of the parties hereto. Any signature or acknowledgment page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures or acknowledgments thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature or acknowledgment pages, Delivery of an executed counterpart of this Agreement by facsimile shall be binding upon die party so delivering, [THE REIVIAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK) H Effective as of the date first written above. HEART: ANGEL HERMANOS, L a Texas limited partnershi By: _ Name: Title: STATE OF 5 COT TNTY OF �< AThis instrument was acknowledged before me on the 50day of 19QW2011, by Ae;Z" — of Angel Hermanos, Ltd., a Texas limited partnership, and acknowledged the foregoing act to be the free act and deed of said limited partnership. ------------------ WMDA L WHITE MYCOMMISSION EXPIRES 49,2015 -5- Notary Public in and for the State of —M My commission expires: HOSPITAL: COLLEGE STATION HOSPITAL, L.P., a Delaware limited partnership By; College Station Medical Center, LLC, a Delaware limited liability its General Partner Name James W. Doucette Title: dice7re—s UP—.n­t&Treasurer STATIC OF TENNESSEE COUNTY OF WILLIAMSON This instrument was acknowledged before me on the a.2AI ay of A�'2U11, by die— of College Station Medical Center, LLC, a Delaware limited liability company, general partner of College Station Hospital, L.P., a Delaware limited partnership, and acknowledged the foregoing act to be the free act and deed of said limited liability companies, HOLL/NC S STATE �o z Or TENNESSEE _ NOTARY Pl1BLIC °o C��MSON GOJ ^�N sio� Expices� tary PAlic in and for the State of TTe nCCSe-e My commission expires: S 1_ R\CI ISCollege SlalloMeroFll-Ground LensOAccess 8asemenl AgreemenLdoc -6- EXHIBIT A ACCESS EASEMENT AREA [To be attached] 7- J w m�e � ern �u v Nrv......nx.-P-.sAuw en �. �.un ww..n�av uw� �.-v.�w�n EXHIBIT B PERMITTED ENCUMBRANCES [To be attached] � w / \ ! � } � \ \\ at $ mlfi-14-11l c -a ((I(Pid J+Q�� advaspiml \ Jm, lw & mm! m ( &! .!§ , g ( ; � /lpi ! � ! \ ( ^ � !�( ! ! ! / ll ` . . \ /a . — ( ( _i \ ! , :.; g S� 9R !!; . 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