CM-2019-0174 - 6/14/2019ELECTRONICALLY RECORDED 2019052984
Williamson County, Texas Total Pages: 6
LICENSE AGREEMENT
This License Agreement ("Agreement'), is entered into by and between the CITY OF
ROUND ROCK, TEXAS (hereinafter "Licensor"), a Texas home rule municipality, and ZAYO
GROUP, LLC, a Delaware limited liability company ("Licensee').
WHEREAS, Licensor is the owner of two existing two-inch conduit lines ("Conduit')
crossing the right of way of A.W. Grimes Boulevard, close to its intersection with Gattis School
Road in Round Rock, Texas. The location of the Conduit is shown as the hatched portion of the
schematic attached hereto as Exhibit "A'; and
WHEREAS, Licensee desires to exercise certain rights and privileges within the Conduit;
and
WHEREAS, Licensor desires to grant Licensee certain rights and privileges within the
Conduit; and
NOW, THEREFORE, it Is agreed as follows:
License
1. Licensee shall have the right to install and maintain telecommunications
improvements, including fiber optic cables ("Licensee's Improvements"), within the Conduit.
It is understood that this Agreement creates a license only and that Licensee does not and
shall not claim at any time any additional interest or estate of any [rind in the Conduit, or any other
property by virtue of this license.
It is further understood that before the installation of Licensee's Improvements or
subsequent improvements, but not for the purpose of maintaining, upgrading or repairing, Licensee
shall obtain all required permits from Licensor.
It is further understood that Licensee must comply with all other requirements of the Code
of Ordinances of the City of Round Rock, Texas.
It is further understood that Licensor has no duty to maintain, operate, replace, upgrade, or
repair any of Licensee's improvements in the Conduit, including the payment of any fees of any
kind associated with any of Licensee's Improvements.
Consideration
2. In consideration for this license, Licensee shall pay Licensor $10.00 and other
valuable consideration.
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2019052984 Page 2 of b
Limited Asg singlent
3. Assignee may assign this Agreement to an affiliate or other entity that acquires all
or substantially all of Assignee's assets with not less than thirty (30) days' notice to the Assignor.
Any other assignment of this Agreement may automatically terminate the license.
Terminable aWill
4. This Agreement is terminable by either party at will by the giving of actual notice
of a particular termination date to the other party but with not less than 30 days' notice. Upon
termination, if Licensee does not remove Licensee's Improvements prior to the termination date,
which shall be not less than 30 days from notice, any of Licensee's Improvements to Property will
become the property of Licensor and it is agreed that Licensor will not need to reimburse Licensee
or a tenant for any costs expended for said Licensee's improvements.
Indemnity
S. LICENSEE SHALL COMPLY WITH THE REQUIREMENTS OF ALL
APPLICABLE LAWS, RULES AND REGULATIONS, AND SHALL INDEMMFY AND
HOLD HARMLESS LICENSOR, ITS OFFICERS, AGENTS AND EMPLOYEES FROM
AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION,
EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR
INJURY TO OR DEATH OF ANY PERSON, OR FOR DAMAGE TO ANY PROPERTY,
ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S EXERCISE OF THE
LICENSE UNDER THIS AGREEMENT, EXCEPT FOR ACTS OF LICENSOR OR ITS
OFFICERS, AGENTS OR EMPLOYEES, THAT ARE GROSSLY NEGLIGENT OR OF
WILLFUL MISCONDUCT OR OF LICENSOR'S CONTRACTOR'S ACTS THAT ARE
NEGLIGENT OR OF WILLFUL MISCONDUCT.
Release
6. Licensee assumes full responsibility for its exercise of the license, and except for
the acts of Licensor or its officers, agents or employees, that are grossly negligent or of willful
misconduct or of Licensor's contractor's acts that are grossly negligent or of willful misconduct,
Licensee hereby releases, relinquishes and discharges Licensor, its officers, agents and employees
from all claims, demands, and causes of action of every kind and character, including the costs of
defense thereof, for any injury to, including death, of person (whether they be third persons,
contractor, or employees of either of the parties hereto) and any loss of or damage to property
(whether the same be that either of the parties hereto or of third parties) caused by or alleged to be
caused, arising out of, or in connection with, Licensee's exercise of the license under this
Agreement whether or not said claims, demands and causes of action in whole or in part are
covered by insurance.
Venue
7. This Agreement shall be construed under and according with the laws of the State
of Texas, and all obligations of the parties created hereunder are performable in Williamson
County, Texas.
2019052884 Page 3 of 6
Notice
8. Notice shall be mailed to the addresses designated herein or as may be designated
in writing by the parties frorn time to time and shall be deemed received when sent postage prepaid
U.S, mail to the following addresses:
LICENSOR: City of Round Rack
Attn: City Manager
221 East Main St.
Round Rock, TX 78664
LICENSEE: Zayo Group, LLC
do Toby Garber
2818 Nacogdoches Street,
San Antonio, Texas 78660
IN WITNESS WHEREOF, this Agreement is executed with effective date being the date
last executed below.
CI
ROUNDK, TEXAS, LICENSOR
By=—
Lawrie
Hadley, City Manage&4-
ACKh!QWLEDGMENT
STATE OF TEXAS
COUNTY OF WILLIAMSON
BEFORE ME, the undersigned, a notary public in and for said county and state, on this day
personally appeared LAURIE HADLEY, as City Manager of the CITY OF ROUND ROCK,
TEXAS, a Texas home rule municipality, on behalf of said municipality, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged to me that she
executed the same for the purpose and consideration therein expressed.
Given my hand and seal ofoffice on this the by of t� L�- 20I4.
E utNlil,'i
%QUEt••.. �otary Public, S h* of Texas
Ypua •.
ZAYO GROUP, LLC, LICENSEE
By �-
Name:! y1'
Title:_ Qclt� l--te rv4ia n Ek r
ACKNQWLEDGMENT
STATE OF O k rad.a
COUNTY OF
2019062884 Page 4 of 6
BEFORE ME, the undersigned, a notary public in and for said county and state, on this day
personally ap rt1S ti4- (Namej, 5�►12ezy.% Hrrtc " {Title)
of ZAYO GROUP, LLC, a De aware liability company, on behalf of said company,
known to me to be the person whose name is subscribed to the foregoing Instrument, and
acknowledged to me that he executed the same for the purpose and consideration therein
expressed.
Given my hand and seal of office on this the 1' day of 1M e -4A—_, 2019.
Notary Public, State of Colorado
After recording, return to:
Sara White
City Clerk, City of Round Rock
221 E. Main St.
Round Rock, TX 78664
4
HEATHER MARIE AULT '
NOTARY Pt19LIC • STATE OF COLDWA
Notary ID M184047285
My Commission £ Ires 121111202:
EXHIBIT
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2019052884 Page 5 of B
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RECORDERS MEMORANDUM
All or parts of the text on this page was not
clearly egib°e for satisfactory recordation
M9052884 Page B of 8
ELECTRONICALLY RECORDED
OFFICIAL PUBLIC RECORDS
2019052884
Pages:6 Fee: $41.00
06/14/2019 03:25 PM
.i7M`uy �7
Nancy E. Rister,County Clerk
Williamson County,Texas
City of Round Rock
ROUND ROCK
TCXAs Agenda Item Summary
Agenda Number:
Title: Consider executing a License Agreement with Zayo Group, LLC, allowing for
installation and maintenance of telecommunications improvements, including
fiber optic cables.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 6/14/2019
Dept Director: Brad Wiseman, Planning and Development Services Director
Cost: $0.00
Indexes:
Attachments: signed agreement
Department: Planninq and Development Services Department
Text of Legislative File CM -2019-0174
Franchise utility company Zayo wants to use one of the conduits installed by the City to run a
utility alignment under the Meister Lane right-of-way. Transportation staff is agreeable to do so
with this license agreement.
City of Round Rock Page Z Printed on 611MO19