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CM-2021-317 - 12/3/2021 (2)LICENSE AGREEMENT This Agreement is made this �day of �, 2021, 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 HMR HOLDINGS, INC., whose mailing address is 1011 North Lamar Boulevard, Austin, Texas 78703 (hereinafter the "Licensee"). Whereas, Licensor is the owner of the real property (hereinafter, "Property") in the City of Round Rock, Texas, which is public rights -of -way, specifically Flowstone Lane, as depicted by in Exhibit "A," attached hereto and incorporated herein; and Whereas, Licensee desire to exercise certain rights and privileges upon the public rights - of -ways located within the Property; and Whereas, Licensor desires to grant Licensee certain rights and privileges upon public rights -of -ways within the Property; and NOW, THEREFORE, it is agreed as follows: I. License 1.1 Licensee shall have the right to enter the Property to install, maintain, and repair a jellyfish structure at Flowstone Lane, north of its intersection with Arterial H, as depicted in Exhibit "A," subject to all conditions recited herein. 1.2 It is understood that this Agreement creates a license only and that Licensee do not and shall not claim at any time any interest or estate of any kind in the public right-of-way located within the Property by virtue of this license. 1.3 It is further understood that before the installation of any of the current or 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 solely within the 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. 4 9=1076 2)- �i-4 LAGR21 10-0001 II. Consideration 2.1 In consideration for this license, Licensee shall pay Licensor $10.00 and other good and valuable consideration. III. Nonassign ability 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 terminate 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 Licensoe'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 SHALL 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 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 WILLFUL MISCONDUCT OR OF LICENSOR'S CONTRACTOR'S ACTS THAT ARE NEGLIGENT OR OF WILLFUL MISCONDUCT. VI. Release 6.1 Licensee assume 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 any person (whether they be third persons, 2. 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. VII. Venue . ] 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. VIII. 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: LICENSOR: City of Round Rock ATTN: City Manager 221 East Main Street Round Rock, Texas 78664 LICENSEE: HMR Holdings, Inc. 1011 North Lamar Boulevard Austin, Texas 78703 IN WITNESS WHEREOF, this AGREEMENT i, executed on this , 2021. [Signature pages to follow.] 3. day of LICENSEE: HMR HOLDINGS, INC. B- Ti D ACKNOWLEDGMENT STATE OF COUNTY OF J�AV I S BEFORE ME, the undersigned, a notary public in and for sa' county and tate, an this day personally appeared ��,�,�� MaA- — (Name), {Title) of HMR HOLDINGS, 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 the ;`} day of UI/elamGex,2021. Notary Public, State o Texas HOLLY H. FULLERTON Ll Notary Public, State of Texas Comm. Expires 05-29-2024 � Notary IAfter executing, please return to: '~ ""I, p 132499027 4. Planning and Development Services 301 W. Bagdad Ave., Suite 210 Round Rock, TX 78664 LICENSOR: City of Round Rock, Texas xa4wAllat�'Zj�� By: Laurie Hadley, City nager Date: L - '' ;,_j ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on this S ay of— , 2021, by Laurie Hadley, City Manager of the City of Round Rock, in the capacity and for the purposes and consideration therein indicated. 11E ApgMs� Signature ,"� -� .•+pRYPU �• s ' = Printed Name as t = •= i�TF uF S�� Notary Public, State of Texas 5. Exhibit "A'