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R-98-07-23-10A2 - 7/23/1998TEXAS, \wca®\IESOLIP17 R60933A2 .WPD /ik9 RESOLUTION NO. R- 98- 07- 23 -10A2 WHEREAS, Dell USA L.P. owns property located within the City Limits, and WIIEREAS,Dell USA L.P. desires to use a portion of the City's right -of -way under Greenlawn Boulevard and Dell Way for computer communications conduit, and WHEREAS, the City Council desires to enter into a License Agreement granting Dell USA L.P. the right to install and maintain three (3) underground conduit crossings under the City's right -of- way at the 2300 and 2400 blocks of Greenlawn Boulevard, and at the 300 block of Dell Way, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, That the Mayor is hereby authorized and directed to execute on behalf of the City a License Agreement with Dell USA L.P., a copy of such agreement being attached hereto and incorporated herein for all intents and purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and the Act. RESOLVED this 23rd day of July, 1998. ATTEST: LAND, City Secretary 2 CHARLES CULPEP E17, / Mayor City of Round Rock, Texas THE STATE OF TEXAS COUNTY OF WILLIAMSON LICENSE AGREEMENT That the CITY OF ROUND ROCK, TEXAS, a municipal corporation ( "City" and "Licensor "), the address of which is 221 East Main Street, Round Rock, Texas 78664, in consideration of the agreements made herein by DELL USA L.P., a Texas limited partnership, the address of which is One Dell Way, Round Rock, Texas 78682 ( "Licensee "), grants a license to Licensee to install and maintain, at its expense, the following three (3) underground conduit crossings each containing three (3) conduits: The City further grants a license to Licensee to install, maintain, repair, replace, remove, operate and use within the Licensed Space, such underground conduits for computer and telecommunication connection purposes. C, \TEXT\DBLL.LIC /jkg (a) one underground conduit crossing containing three (3) four -inch (4 ") conduit pipes, covered with a four -inch (4 ") to six -inch (6 ") concrete cap to protect against any accidental puncture of the pipes, under the public right- of-way of the 2300 block of Greenlawn Boulevard in the City of Round Rock, Williamson County, Texas, on the East Campus of Dell Computer Corporation, ( "Licensed Space "), as more particularly described in Exhibit "A" attached hereto and incorporated herein for all applicable purposes; and (b) one underground conduit crossing containing three (3) four -inch (4 ") conduit pipes, covered with a four -inch (4 ") to six -inch (6 ") concrete cap to protect against any accidental puncture of the pipes, under the public right -of -way of the 2400 block of Greenlawn Boulevard in the City of Round Rock, Williamson County, Texas, on the East Campus of Dell Computer Corporation, ( "Licensed Space "), as more particularly described in Exhibit `B" attached hereto and incorporated herein for all applicable purposes; and (c) one underground conduit crossing containing three (3) four -inch (4 ") conduit pipes, covered with a four -inch (4 ") to six -inch (6 ") concrete cap to protect against any accidental puncture of the pipes, under the public right -of -way of the 300 block of Dell Way in the City of Round Rock, Williamson County, Texas, on the North Campus of Dell Computer Corporation, ( "Licensed Space "), as more particularly described in Exhibit "C" attached hereto and incorporated herein for all applicable purposes; and The granting of this license, and the issuance by the City of any related permits, shall not constitute any abandonment by the City of any rights of any nature in the Licensed Space. 2. Each of the three (3) underground conduit crossings will contain three (3) pipes, described as four -inch (4 ") schedule 40 pipes, for computer and telecommunication connection purposes. Licensee shall be responsible for installation and maintenance of the underground conduits. 3. The Licensee agrees to hold harmless, defend and indemnify the City, its officers, agents, and employees from and against any and all claims, causes of action, liabilities, or damages including claims for contribution or indemnity arising directly or indirectly under or in any way connected to or associated with the underground conduits, including but not limited to the installation, maintenance, or removal thereof, for which this license is granted. Licensee shall indemnify City, and for or on account of City to make defense against all claims for damages to persons or to property alleged to have been caused through the negligent performance of any part of any work, whether that default be asserted to have been in the performance of a duty of employees to the owners of property or to the members of the public. Licensee shall be responsible to City for the acts and omissions of all persons, firms or corporations directly or indirectly employed by Licensee in connection with installation or maintenance of the underground conduit. 4. All such construction, maintenance and operation shall be performed in accordance with the directives and requirements of Licensor, or its duly authorized representatives. The plans and specifications therefor have been approved by Licensor, or its duly authorized representatives, but such approval does not and shall not relieve Licensee of responsibility and liability for concept, design and computation in the preparation of such plans and specifications. 5. The Licensee agrees that its use of the underground conduits is subject to the superior right of the City and any public utility company to construct, repair, and maintain a public street, sidewalks and utility systems within the street. 6. In the event of an emergency which threatens the health, safety, and welfare of the public, the City %hall have the right to immediately remove the underground conduits from the Licensed Space, and such removal shall be at no cost to the City. 7. In the event that the City or any public utility company shall provide written notice to Licensee that the underground conduits interfere with use of the street or interfere with construction, repair, or maintenance of a utility system, the Licensee agrees to remove the underground conduits from the Licensed Space, at its own expense, within forty -five (45) days of the date of notice by the City or any public utility company. Promptly upon Licensee's receipt of such notice, however, Licensee shall have the opportunity to meet with the City and both parties shall work in good faith to reach a reasonable agreement as to relocation or other mutually agreeable arrangement to address such interference with use of the street or for construction, repair, or maintenance of a utility system. 8. A. This License shall begin on the date of execution of this License by Licensor and Licensee, and shall continue in perpetuity unless terminated pursuant to this Paragraph 8. B. If Licensee abandons the use of the Licensed Space for the purposes set forth in this License for a period of twelve (12) consecutive months, then this License shall expire and terminate following thirty (30) days' written notice to the Licensee. C. This License may be terminated by Licensee by delivering written notice of termination to Licensor not later than ninety (90) days before the effective date of termination. D. This License may be revoked at any time by resolution of the Licensor's City Council if such revocation is reasonably required by the public interest, after providing not less than thirty (30) days' prior written notice to the Licensee or its successors in interest, and if: (1) Use of the Licensed Space becomes necessary for a public purpose which could not be reasonably accomplished by other means not involving the Licensed Space; or (2) The conduit, or a portion of it, constitutes a danger to the public which the Licensor determines in its reasonable judgment not to be remediable by alteration or maintenance of such improvements. E. If this License is terminated, then Licensor shall have the same complete title to the Licensed Space as though this License had never been made and Licensor shall have the right to enter the Licensed Space and terminate the rights of Licensee, its successors and assigns hereunder. All improvements located within the Licensed Space not removed prior to the expiration of the ninetieth (90th) day after the effective date of any such termination shall be deemed to be the property of the Licensor and if Licensor removes any such improvements, then all costs and expenses incurred by Licensor in connection with such removal shall be paid by Licensee to Licensor, within thirty (30) days after receipt of a written demand for payment of such costs and expenses. ATTEST: A I PEST: e&Q BaAbeko -G.LL [Printed Name] Elm. A44-2- p [Title] 9. The rights granted in this agreement are personal to the Licensee, and the Licensee shall not assign or transfer these rights in whole or in part to any third person without the express written consent of the City. In the event that Licensee's use of the Licensed Space ceases, and such consent for transfer of rights to a third party is not given within ninety (90) days of the cessation of use, the Licensee shall be obligated to remove the underground conduits and repair and restore the Licensed Space surface, all at its own expense, within thirty (30) days of written notice by the City. 1 0. This License shall be governed by the laws of the State of Texas. If the final judgment of a court of competent jurisdiction invalidates any part of this License, then the remaining parts shall be enforced, to the extent possible, consistent with the intent of the parties as evidenced by this License. 11. Venue for all lawsuits concerning this License will be in Williamson County, Texas. 12. In any action brought by Licensor for the enforcement of the obligations of Licensee, Licensor shall be entitled to recover interest and reasonable attorneys' fees. EXECUTED on this the D - day of the month of )(c- (_ , 1998. LICENSOR: CITY OF ROUND ROCK, TEXAS By: /t� Charles Culpeppef, Ma r LICENSEE: DELL USA L.P., a Texas limited partnership Pe d° rD . [Printed Name] [Tide] THE STATE OF TEXAS COUNTY OF WILLIAMSON THE STATE OF TEXAS COUNTY OF ' ,1,4, c.I4._ CHRISTINE R. MARTINEZ Wrcum5sioNEr4tEs August 5, 2001 ACKNOWLEDGMENT This instrument was acknowledged before me on the ,71) - JL day of the month of �� 1998, by CHARLES CULPEPPER, Mayor of the City of Round Rock, Texas, on- behalf' of said entity for the purposes and consideration therein expressed. GIVEN / UNDER MY HAND AND SEAL OF OFFICE on this the month of ilia , 1998. (JLc / 1 lr,.r,'1LG1'ZL % Notary Public, State of Texas Printed Name: C N /��/ , Tint c, e Commission Expires: - C ' I ACKNOWLEDGMENT J - day of the Printed Name: �e L . (? a Commission Expires: 7-4R This instrument was ac owledged befo me on the day of the month of 1998, by 'p fChAr , as r -or of Dell ., a Texas limited partnership, on behalf of said entity for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the 4 4,5 day of the month of 1998. -- v - I LI b -o i cl i/ \ ` • J 0 ■■••••■ MST. 2r s FL:■ 796.46 183 LF. OF i TELECOM / ' 11 -0 ' ' • 0.72X • i \ p TEL MANHOLE FL a..795.00 4L TCV � � 1 1 ! ! \ r-! \\ a a N. 44 \ BOST. 12- WATER FL = 797.19 EXHIBIT n $ n Fl STA. 5+ 75 TELECOM LINE "B" TELECOM MANHOLE \ �\ \ O Jc l \ G$ \ R N \ r N / y ' N / /' /, \ i /i' ?'i /I/ "`'. `, / / /'��ir�� °O \ i / / � ,' ' / //� // '0' �/ /,6 / /' /// 1 ?//' / c) j IIII ' I C111 4111 co N II STA. 9 +29 TELECOM UNE "B" TELECOM MANHOLE END TELECOM CONSTRUCTION n Inr nUl BMP'IOeteZO \AYMOV08\20\9I9 \:9 DATE: July 17, 1998 SUBJECT: City Council Meeting - July 23, 1998 ITEM: 10.A.2 Consider a resolution authorizing the Mayor to execute a License Agreement with Dell Computer Corporation, Inc. for communication conduits to be installed in the Greenlawn Boulevard and Dell Way right -of -way. Staff Resource Person: Jim Nuse, Public Works Director.