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CM-2022-004 - 1/7/2022ELECTRONICALLY RECORDED 2022005098 Williamson County, Texas Total Pages. 12 LICENSE AGREEMENT Area Identification and Entry Feature Sign This License Agreement ("Agreement"), is entered into by and between the CITY OF ROUND ROCK, TEXAS (hereinafter "Licensor"), a Texas home rule municipality, and IA ROUND ROCK UNIVERSITY OAKS LIMITED PARTNERSHIP, an Illinois limited partnership ("Licensee"), WHEREAS, Licensor is the owner of the real property (hereinafter, "Licensor Property"), which is described as a portion of Lot 2A, Block "A", Replat of Lots I and 2 Oakmont Centre, Section Two, a Subdivision in Williamson County, Texas, according to the map or plat thereof recorded in Document No. 2021065803 Official Records of Williamson County, Texas; being further described and shown in Exhibit "A'; and WHEREAS, Licensee owns the property Lots 2A-2I, Replat of Lot 2 of East Chandler Retail Center, a subdivision in the City of Round Rock, Williamson County, Texas, according to the map or plat thereof recorded in Document No. 2006096326 of the Official Public Records of Williamson County, Texas ("Licensee Property"); and WHEREAS, Licensee desires to exercise certain rights and privileges within the Property; and WHEREAS, Licensor desires to grant Licensee certain rights and privileges within the Property; and NOW, THEREFORE, it is agreed as follows: License 1. Licensee shall have the right to enter Licenser's Property and install, construct, maintain, and repair one (1) permitted Area Identification and Entry Feature Sign and associated landscape improvements ("Licensee's Improvements") in, over and upon the portion of the Property as shown in Exhibit "B". 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 kind in the easement located within the 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. Licensor agrees to approve and permit the Licensee's Improvements, if necessary, and will not charge a permit fee, application fee or any other fee to obtain the permit. Licensor acknowledges that the Licensee's Improvements in Exhibit "B" complies with the City of Round Rock's Ordinances, regulations and requirements. e A t - 2 0 2 Z-�f 1 4660-6720.8196, V. 2 2022006008 Page 2 of 12 It is further understood that Licensor has no duty to maintain, operate, replace, upgrade, or repair any of Licensee's Improvements in or upon the Property, 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. Assignable 3. This Agreement is fully assignable to purchasers in due course of either the Licensee Property or Licensor Property, including all successors and assigns, or to any tenant of Licensee or Licensor. Any buyer or assignee of either the Licensee Property or Licensor Property will take subject to the terms and conditions of this Agreement. which shall survive any transfer. Termination 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 thirty (30) days' notice. After the termination date any improvements which have not been removed by Licensee shall automatically be subject to removal by Licensor without additional notice or additional compensation to Licensee or any tenant. Indemnity 5. 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. 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 Licenser's contractor's acts that are 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 4e8o-6720.8196 v 2 2022005098 Page 3 of 12 of, or in connection with, Licensee's exercise of the license under this Agreement %hether 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. Notice 8. 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 St. Round Rock, TX 78664 LICENSEE: IA Round Rock University Oaks Limited Partnership c!o Legal Department -Leasing 3025 Highland Parkway, Suite 350 Downers Grove, IL 60515 IN WITNESS WHEREOF, this Agreement is executed with effective date being the date last executed below. [signature pages follom ] 4880-6720.8196 v 2 2022005098 page 4 of 12 LICENSOR: CITY OF ROUND ROCK, TEXAS By: zto ' Laurie Hadley, dity Manage ACKNOWLEDGMENT 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 of office on this tie: "hkday of 2JUP— /N.N>Public, to oTxa�AV pU61 . J'p OF SE�P�' il(``ic see Signature and Acknowledgement Next Page) ��i�� t+•, 0 1282519��•• `N I 4880.6720-8186, v. 2 2022005098 Page 5 of 12 LICENSEE: IA Round Rock University Oaks Limited Partnership. an Illinois limited partnership By: lA Round Rock University Oaks GP, L.L.C., a Delaware limited liability company, its general partner By. IVT OP Limited Partnership, a Delaware limited partnership, its sole member By: IVT OP GP, LLC, a Delaware limited liability company, its general partner By: v nTrust Prope?s7p., a Maryland corporation, its sole member By: Name: t'S - L DA t d Title: ('r��lJ l'f��hj1,,,, llF�sls'� rjPne,K{ �OtnnSPj r 1 cec T � , ACKNOWLEDGMENT STATE OF ILLINOIS COUNTY OF DUPAGE BEFORE ME, the undersigned, a notary public in and for said county and state, on this day personally appeared Christy L. David, the EVP, Chief Operating Officer, General Counsel & Secretary of InvenTrust Properties Corp., a Maryland corporation, sole member of IVT OP GP. LLC, a Delaware limited liability company, general partner of IVT OP Limited Partnership, a Delaware limited partnership, sole member of IA Round Rock University Oaks GP. L.L.C., a Delaware limited liability company, general partner of of IA ROUND ROCK UNIVERSITY OAKS LIMITED PARTNERSHIP, 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 "1-1day of De(f Vrl &,s",_2021. After recording, return to: City Clerk, City of Round Rock 221 E. Main St. Round Rock, TX 78664 4NO-6720-8196, v 2 J/,, " - LA i f N V G4VU Notary Public, S &6f Illinois FFICIAL SEAL MBERLY A MITCHELL RitY PUBLIC . STATE OP l6UINOIS �r roln+ss�oN s:o3rx, 2022005098 Page 6 of 12 2021065693 PLAT Total Pages: 3 PLAT MAP RECORDING SHEET DEDICATOR(s): ICU MEDICAL INC ICU MEDICAL FLEET SERVICES LLC HOSPIRA FLEET SERVICES LLC CITY OF ROUND ROCK SUBDIVISION NAME: REPLAT LOTS 1 At4D 2 OA C�ONT CENTRE SECTION TWO PROPERTY IS DESCRIBED AS: 4,1 i"CRA)EPHRAIM EVANS SURVEY ABSTRACT NO 212 SUBMITTED BY: CITY OF ROUND RQCX }=;, -.DIGJTALLY RECORDED t x~ �ED AND RECORDED { AL PUBLIC RECORDS 2021065803 ,MAT Fee: 5166.00 85/03/2021 03:22 P11 MCKENZIE Nancy E. at er Ccunty Clark llltllBatumi Coun�y, Texas EXHIBIT "A" 2022005098 Pane 7 of 12 EEC /1 AIL I r G Eh i pa lit 0 M INS '�- }° 6 E REORS mF AA of ✓A Ht 4 IL �B'� a P• !ac � r Pd IN tit a t� J' i a �f ��R°� L 'ova 3 A `IL km L MIit it'll IL r.IL 0. mill jr k IF I ' `~ I IL Loil sIL w ;P R R t P RECORDEMORAND ttl AI or arts oft Pie i on th s page s PP9 I dat- 12 NDUM ,age was not clearly legible for satisfactory recordation le1aof12 e W M I 9 0 N W kP T a s 10 < }t lir NI3 R ORDE& MEM RANDOM this page was not dearly legiCie for satisfactory recordation 11 of 12 s RECORDERS MEMORANDUM is page was not dearly legible for salisfaclory•ecordat on 2022005098 Page 12 of 12 ELECTRONICALLY RECORDED OFFICIAL PUBLIC RECORDS 2022005098 Pages: 12 Fee: $86.00 01/12/2022 10:53 AM PKINNE si wr t �o1•i.. O Nancy E. Rister, County Clerk Williamson County,Texas JR NO ROCK XAS City of Round Rock Agenda Item Summary Agenda Number: Title: Consider executing a License Agreement between the City of Round Rock and IA Round Rock University Oaks Limited Partnership, to allow an area ID sign to be constructed in the City -owned right-of-way of Shortcut Pass. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 1/7/2022 Dept Director: Brad Wiseman, Planning & Development Services Director Cost: Indexes: Attachments: License Agreement and Exhibits.pdf Department: Planning & Development Services Text of Legislative File CM-2022-004 As part of the agreement for acquisition of right of way and utility easements for the University Blvd. expansion project (Council item R-2020-0007), the City agreed to allow an area identification sign for the University Oaks shopping center to be installed along the new "Shortcut Pass" connection to Oakmont Drive, with a license agreement to be executed once the final location was determined. The owner has now submitted an application for sign installation, requiring the license to be approved as well. This license agreement will allow the property owner to install, construct, maintain and repair an area identification and entry feature sign as shown on Exhibit B. 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