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CM-10-10-217ager A pro jal. Summa y feet Consider executing a License Agreement with Nagle Holdings, L.P. regarding the San Saba Item Caption: right-of-way. Approval Date: October 29, 2010 Department: Infrastructure Development and Construction Management Project Manager: John Dean, Transportation Planner Item Summary: This license agreement will allow Nagle Holdings, L.P. to utilize the undeveloped San Saba right-of-way to access the property located at 407 W. Main Street. The configuration of the Nagle property does not lend itself to access through traditional means, and the San Saba right-of-way is currently undeveloped and there are no current plans to utilize this property. Therefore, an agreement was reached with the land owner to allow access to this parcel through the City owned property, thus facilitating the development of the Nagle tract. As with all license agreements, this agreement retains the City's rights with regard to the San Saba right-of-way should it choose to exercise them in the future. Strategic Plan Relevance: 19.0 Foster Business Growth Foster business growth in the City including small businesses and entrepreneurial activities Cost: Source of Funds: N/A N/A LICENSE AGREEMENT This License Agreement (hereinafter, "Agreement") is made this day of OCT -DBE -R. , 2010, by and between the CITY OF ROUND ROCK, TEXAS, (hereinafter "Licensor"), a Texas home rule municipality, and NAGLE HOLDINGS, L.P. (hereinafter, "Licensee"). WHEREAS, Licensor is the owner of certain real property (hereinafter, "Property"), depicted as Tract 1 on Exhibit "A", attached hereto and incorporated herein; and WHEREAS, Licensee is the owner of certain real property (hereinafter, "Licensee Property"), depicted as Tract 2 on Exhibit A; and and WHEREAS, Licensee desires to exercise certain rights and privileges upon the Property; WHEREAS, Licensor desires to grant Licensee certain rights and privileges upon the Property; NOW, THEREFORE, IT IS AGREED AS FOLLOWS: License and Maintenance 1. Licensee shall have the right of free and uninterrupted ingress and egress for himself, and other persons, vehicles, and equipment necessary or convenient for use in Licensee's exercise of his rights in the Property, specifically granting the right for all persons and/or members of the general public to travel to and from the intersection of San Saba St. and Main St., across the Property to Licensee Property. The rights granted herein may be used in common by Licensee, his guests, agents, servants, employees, invitees, successors, and assigns. The rights and privileges granted herein are not exclusive, and Licensor may convey other easements and/or rights within the Property without the consent of Licensee. This Agreement creates a license only and Licensee does not and shall not claim at any time any interest or estate of any kind in the Property by virtue of this license. Licensee agrees to comply with all other requirements or rules of any applicable governmental jurisdiction for his activities and improvements upon the Property. Licensor has no duty to maintain, operate, replace, upgrade, or repair any improvement in or upon the Property. The Property shall be maintained at all times by Licensee, and any damage to vegetation, trees, removal or erosion of earthen materials or any other alteration of the slope or other License agreement- 10-12-10 (00205244) (4) QM -to - I 0-217 currently existing condition of the Property caused by the activities of Licensee shall be immediately restored by Licensee to the original condition on the effective date of this Agreement. Licensee shall not fence or barricade the Property in any manner without the prior express written consent of Licensor. Licensee shall not remove, cut, or trim any trees located on the Property without the prior express written consent of Licensor. Licensor also retains, reserves, and shall continue to enjoy the surface of the Property for any and all purposes which do not interfere with and prevent the use by Licensee of the Property. Licensor shall have the right and privilege at any and all times to enter the Property, or any part thereof, for any purpose Consideration 2. Ten Dollars ($10.00) and other valuable consideration paid by Licensee to Licensor. Nonassignable 3. The rights granted in this Agreement are personal to Licensee. This Agreement is not assignable. Any assignment of this Agreement will automatically terminate the rights granted herein. Notwithstanding the foregoing, Licensee shall be permitted to assign Licensee's rights under this Agreement to any person or entity acquiring all of the Licensee 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 at will by either party by the giving thirty (30) days actual notice to the other party. Upon termination, if any improvements to Property are not removed within ninety (90) days after notice as provided herein, then such improvements will become the property of Licensor and it is agreed that Licensor will not 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 officials, 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 2. property, arising out of or in connection with Licensee's exercise of the license under this Agreement. 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 or any other use of the Property 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 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 E. Main St. Round Rock, Texas 78664 LICENSEE: Nagle Holdings, L.P. ATTN: Nelson Nagle 400 W. Main Street, Suite 210 Round Rock, Texas 78664 [Signatures on Following Page] IN WITNESS WHEREOF, this AGREEMENT is executed on the dates indicated below. LICENSOR CITY OF ROUND ROCK LICENSEE NAGLE HOLDINGS, L.P. By: GA, ' Nelson Nigle, Presi ent Date: /_Li—/I 4. E CO a CO0 CU CD U 5.