CM-10-08-156LICENSE AGREEMENT
This Agreement is made thisIli
dayof
g
the CITY OF ROUND ROCK, (hereinafter "City"), a Texas h
Rock Baseball Club, L.P., (hereinafter, "RRBC").
, 2010, by and between
e rule municipality, and Round
Whereas, City is the owner of the real property (hereinafter, "Property"), which is a
portion of the Old Settlers Park depicted in Exhibit A, attached hereto and incorporated herein;
and
Whereas, City is the Lessor and RRBC is the Lessee of the property known locally as the
Dell Diamond Stadium, said property being more particularly described in that one certain
Convention Center Complex Lease Agreement, dated January 20, 1999; and
Whereas, RRBC has previously constructed the parking lots shown on Exhibit A as well
as associated lighting, driveways, striping, etc.; and
Whereas, RRBC desires to exercise certain rights and privileges upon the Property; and
Whereas, City desires to grant RRBC certain rights and privileges upon the Property; and
NOW, THEREFORE, it is agreed as follows:
License
1. RRBC is hereby granted a license to utilize the parking lots on the Property for
overflow parking during Round Rock Express baseball games and other events held at the Dell
Diamond Stadium, and to charge a reasonable fee for same. However, this grant is not intended
to be exclusive and at all other times the parking lots shall be opened to the general public, free
of charge.
RRBC agrees that neither it or its tenants will at any time place any signs on the Property
indicating that the parking lots are for the exclusive use of RRBC or its tenants. RRBC agrees
that the City may remove any and all such signs placed on the Property.
This Agreement creates a license only and RRBC does not and shall not claim at any time
any interest or estate of any kind in the Property by virtue of this license.
Before the installation of improvements or expansions of the existing parking lots and
appurtances, RRBC shall present a detailed plan to the City for review and approval.
RRBC must comply with all other requirements of the Code of Ordinances of the City of
Round Rock, Texas, as well as all Federal, State, and other laws.
00196293.DOC 1.
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The City has no duty to maintain, operate, replace, upgrade, or repair any improvement in
or upon the Property.
Consideration
2. In consideration for this license, RRBC, at its sole cost, shall have the obligation to
operate, maintain, and repair the existing parking lots and light poles, fixtures and bulbs located
on the Property and to pay the electrical cost of lighting the parking lots.
Nonassignable
3. This license granted in this Agreement is personal to RRBC. This Agreement is not
assignable. Any attempted assignment of this Agreement will automatically terminate the
license.
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
City and it is agreed that RRBC will not be paid or reimbursed for any costs expended for said
improvements.
Indemnity
5. RRBC shall comply with the requirements of all applicable laws, rules and
regulations, and shall indemnify and hold harmless City, 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 RRBC's exercise of the license under this Agreement.
Release
6. RRBC assumes full responsibility for its exercise of the license, and hereby releases,
relinquishes and discharges City, 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 RRBC'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.
00196293.DOC 2.
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: City Manager
221 East Main Street
Round Rock, Texas 78664
COMPANY: Round Rock Baseball Club, L.P.
ATTN: President
3434 E. Palm Valley Boulevard
Round Rock, Texas 78664
IN WITNESS WHEREOF, this AGREEMENT is executed on this 1.9% day of
je_, 2010.
CITY OF ROUND ROCK
ROUND ROCK I7ASEBALL, L.P.
3434 E., alm/ Valley Boulevard
Round Rock, Texas 7864
By:
REI
00196293.DOC 3.
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