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CM-09-05-092LICENSE AGREEMENT This Agreement is made this aa'x2 day of CO 2009, by and between the CITY OF ROUND ROCK, (einafter "Licensor"), a Texas home rule municipality, and the Westport Group (hereinafter, "Licensee", whether one or more). Whereas, Licensor is the owner of the real property (hereinafter, "Property"), which is the public right-of-way as depicted in Exhibit "A", attached hereto and incorporated herein; and Whereas, Licensee desires to exercise certain rights and privileges upon public rights-of-way located within the Property; and Whereas, Licensor desires to grant Licensee certain rights and privileges upon public rights-of-way within the Property; and NOW, THEREFORE, it is agreed as follows: License 1. Licensee shall have the right to install, construct, operate, maintain, upgrade, and repair a 1-1/4" force main in, over and upon public rights-of-way located within the Property, as described in Exhibit "A". It is understood that this Agreement creates a license only and that Licensee does not and shall not claim at any time any interest or estate of any kind in the public rights-of-way located within the Property by virtue of this license. It is further understood that before the installation of any current or subsequent utility lines, Licensee shall present a detailed utility plan to the Director of Planning and the Chief of Public Works Operations for review and approval. 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 improvement CM- 09 cs-crz in or upon the Property, including the payment of any fees of any kind associated with any improvements. Consideration 2. In consideration for this license, Licensee shall pay Licensor $10.00 and other valuable consideration paid by Licensee to Licensor. Nonassignable 3. This license granted in this Agreement is personal to Licensee or any property owners association created to maintain Licensee's Improvements. This Agreement is not assignable. Any assignment of this Agreement will automatically terminate the license. Notwithstanding the foregoing, Licensee shall be permitted to assign Licensee's license under this Agreement for any entity acquiring all or a portion of Licensee's property adjacent to the Property 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. Terminable at Will 4. This Agreement is terminable by either party at will by the giving of actual notice to the other party. Upon termination, any improvements to Property will become the property of Licensor and it is agreed that Licensor will not need to reimburse Licensee for any costs expended for said improvements. 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. 2. Release 6. 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 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 accord 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: CITY: City of Round Rock ATTN: James R. Nuse, City Manager 221 East Main Street Round Rock, Texas 78664 COMPANY: Westport Group Inc. c/o Scott Johnston 4000 Sunrise Road Round Rock, Texas 78665 3. IN WITNESS WHEREOF, this AGREEMENT is executed on this off' day of , 2009. CITY OF ROUND ROCK By: AMTS R. NUSE, City Manager Scott Johnston Westport Group Inc. 4000 Sunrise Road Round Rock, Texas 78665 Printed Name: I°r- - 6 + Title: Owti k. Sib`�,� 4. 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 JAMES R. NUSE, as City Manager of the City of Round Rock, 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 he executed the same for the purpose and consideration therein expressed. Given 24fi% 1 under my day of STATE OF TEXAS hand and SARA L WHITE MY COMMISSION EXPIRES July 11,2012 COUNTY OF WILLIAMSON § § § seal of office on this the , 2009. (a6/14k, baR NOTARY PUBLIC in and for the State of Texas BEFORE ME, the undersigned, a notary public in and for said county, and estate, on this day personally appeared GO Ohl1b-t-©r ft s deD1 of Westport Group 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 under my hand and ay c(3 ` day of 1 INGRID SMART Notary Public, State of Texas My Commission Expires April 08, 2013 seal of office , 2009. After Recording, Please Return To: Sheets & Crossfield, P.C. 309 East Main Round Rock, Texas 78664 5. on this the NOTARY •U: IC in and for the State of Texas Westport Office Complex License Agreement Exhibit "A" DATE: May 18, 2009 SUBJECT: City Manager Approval at the May 22, 2009 Staff Meeting ITEM: Consider executing a License Agreement with Westport Group for the right to install and maintain a 1-1/4" force main in, over and upon public rights-of-way. Department: Planning and Community Development Staff Person: Taylor Horton, Senior Planner Justification: To allow a force main to extend from a grinder pump on property to a manhole located on the opposite side of the roadway. Funding: Cost: None Source of funds: None Background Information: The construction plans have been approved by the Development Review Committee, which includes the Planning Department and the Engineering and Development Services Department. Public Comment: None required.