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CM-2020-218 - 8/28/2020ELECTRONICALLY RECORDED 2020104284 Williamson County, Texas Total Pages: 11 LICENSE AGREEMENT Bement hereinafter "Agreement") is made this��ayf Thrs License Agr ( g ) PAS 2020, by and between the CITY OF ROUND ROCK, TEXAS, a Texas home rule municipality, whose address is 221 East Main Street. Round Rock, Texas 78664 (hereinafter "Licensor"), and AVERY CENTRE MASTER ASSOCIATION, INC., whose address is 400 East Main Street, Round Rock, Texas 78664 (hereinafter "Licensee"). WHEREAS, Licensor is the owner of real property (hereinafter, the "Property"), which is the public right-of-way College Park Drive in Round Rock, Williamson County, Texas; and WHEREAS, Licensee desires to exercise certain rights and privileges within the Property, in accordance with Exhibit "A," incorporated herein by reference for all purposes; and WHEREAS, Licensor desires to grant Licensee certain rights and privileges within the Property; and NOW, THEREFORE, it is agreed as follows: I. License 1.1 Licensor shall allow the Licensee to enter the property to install and maintain landscaping, irrigation and streetlights within the Property, in accordance with Exhibit "A," subject to the following terms and conditions recited herein. 1.2 It is understood that this Agreement creates a license only and that Licensee does not possess and shall not claim at any time any interest or estate of any hind in the Property by virtue of this license. 1.3 It is further understood that before the installation of any of the current of subsequent improvements depicted in Exhibit "A," Licensee shall present a detailed plan to the Development Services Manager for review and approval. Approval of any plan shall be in the sole discretion of the Development Services Manager. 1.4 It is further understood that Licensee must comply with all other requirements of the Code of Ordinances of the City of Round Rock, Texas. 1.5 It is further understood that Licensor has no duty to maintain, operate, replace, or repair any improvement in or upon the Property, including the payment of any fees of any kind associated with any improvements. 00448316iss2 (I A IC ` 2020104284 Page 2 of 11 II. Consideration 2.1 In consideration for this license, Licensee shall pay Licensor $10.00 and other good and valuable consideration. 111. Nonassignability 3.1 The license granted in this Agreement is personal to Licensee. This Agreement is not assignable. Any assignment in violation of this Agreement will automatically tenninate the license. Notwithstanding the foregoing, with the consent of the Licensor, Licensee shall be permitted to assign Licensee's license under this Agreement to any entity acquiring all or a portion of Licensee's property adjacent to the Property or a property owners association created to maintain Licensee's improvements provided such assignee assumes Licensee's obligations and rights granted under this Agreement, and Licensee shall be released from any and all obligations hereunder accruing after such assignment. IV. Terminable at Will 4.1 This Agreement is terminable by either party at will by the giving of actual notice to the other party. Upon termination, any improvements to the Property, at Licensor's option exercised in writing, will become the property of Licensor and it is agreed that Licensor will not reimburse Licensee for any costs expended for said improvements. V. Indemnity 5.1 LICENSEE SHALL COMPLY WITH THE REQUIREMENTS OF ALL APPLICABLE LAWS, RULES AND REGULATIONS, AND SIIALL INDEMNIFY 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 REAL OR PERSONAL 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 NEGLIGENT OR OF WILLFULL MISCONDUCT OR OF LICENSOR'S CONTRACTOR'S ACTS TIIAT ARE NEGLIGENT OR OF WILLFUL MISCONDUCT. VI. Release 6.1 Licensee assumes full responsibility for its exercise of the license, and 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 cost 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 ►a 2020104284 Page 3 of 11 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. VII. Venue 7.1 This Agreement shall be construed under and accord with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. Venue for any dispute under this Agreement shall lie exclusively in the courts of Williamson County, Texas. VITT. Notice 8.1 Notice shall be mailed to the addresses designated herein or as may be designated in writing by the parties from time to time and shall be deemed received when sent postage prepaid U.S. mail to the following addresses: CITY: City of Round Rock ATTN: City Manager 221 East Main Street Round Rock, Texas 78664 LICENSEE: Avery Centre Master Association, Inc. 400 East Main Street Round Rock, Texas 78664 IN WITNESS WHEREOF, the effective date of this AGREEMENT is the date of final acknowledgement below. (Signatures crud Acknowledgements on the following page.) 0 2020104284 Page 4 of 11 LICENSEE Avery Centre Master Association, Inc. By: Date: ACKNOWLEDGMENT STATE OF I EXAJ COUNTY OF—7;kytit) BEFORE ME, the undersi ned, a notary public in and for said county and state, on this day personally appeared (Name), (Title) of Avery Centre Master Association, Inc.: on behalf of said corporation, 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 . • ... MARY HELEN TELLO My Notary ID # 126626500 Expires August K 2020 '• F OF 1 4. 4Nay of V V4 2020. Signature Printed Nawk Notary Public, State of XA5 2020104284 Page 5 of 11 LICENSOR City of Round Rock, Texas By: f. Laurie Hadley, City Manager It Date: ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on this J day of , ' v", 2020, by Laurie Hadley, City Manager of the City of Round Rock, in the capacity and f4 the purposes and consideration therein indicated. 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