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CM-14-02-339 TF ROUND ROCK TX LLC 3333 Beverly Road, Dept. 824RE Hoffman Estates,Illinois 60179 September 16,2021 Via Fed Ex and Via Email City of Round Rock 221 East Main Street Round Rock,TX 78664 Attn: Laurie Hadley, City Manager c/o Monique Adams,Assistant to City Manager Email: madams2roundrocktexas.gov Re: Termination of License Agreement by and between TF ROUND ROCK TX LLC, a Delaware limited liability company, successor in interest to MaxServe, Inc. ("Owner") and the City of Round Rock, a Teas home rule municipality ("City"), dated February 28, 2014 and recorded as Document Number 2014016946 in the official public records of Williamson County, Texas (the "Agreement") Dear Ms.Hadley: Owner is the owner of the property located at 1300 Louis Henna Boulevard, Round Rock, Texas 78664 (the "Prope "). The Property is encumbered by the Agreement and the Agreement is terminable by Owner by the giving of thirty(30)days written notice to the City. Please be advised that Owner hereby notifies City that Owner is terminating the Agreement and the enclosed Termination of License Agreement will be recorded in the official public records of Williamson County, Texas. Thank you for your cooperation. [signature page follows] LP 20095514.1\44914-125743 PREPARED BY AND WHEN RECORDED RETURN TO: Elizabeth O'Brien, Esq. Levenfeld Pearlstein, I.I,C 2 North LaSalle Street Suite 1300 Chicago,Illinois 60602 TERMINATION OF LICENSE AGREEMENT THIS TERMINATION OF LICENSE AGREEMENT is dated as of October _,2021 and is made by TF ROUND ROCK TX LLC, a Delaware limited liability company ("Owner"), whose address is 3333 Beverly Road, Dept. 824RE, Hoffman Estates, Illinois 60179. RECITALS A. Owner, as successor-in-interest to MaxServe, Inc., is the current owner of certain real property commonly known as 1300 Louis Henna Boulevard, Round Rock, Texas 78664 and legally described on Exhibit A attached hereto(the"Proaerty"). B. The Property is affected by and subject to that certain License Agreement by and between Owner and the City of Round Rock, a Texas home rule municipality ("C "), dated February 28, 2014 and recorded as Document Number 2014016946 in the official public records of Williamson County, Texas(the"Agreement"). C. The Agreement is terminable at will by Owner upon thirty(30)days written notice to the City which written notice was delivered to the City on September_,2021. AGREEMENT NOW THEREFORE, Owner hereby declares all rights and restrictions created by the Agreement terminated, released and abrogated with respect to the Property. This Termination shall be construed and enforced in accordance with the internal laws of the State of Texas. [signature page follows] LP 20095950.1\44914-125743 IN WITNESS WHEREOF, the undersigned has executed this Termination of License Agreement as of the date first written above. OWNER: TF ROUND ROCK TX LLC, a Delaware limited liability company Name: D. Scott Carr Title: Authorized Signatory STATE OF ILLINOIS ) ss. COUNTY OF 600 k ) 1, 1114T1+E►v e-44-E9fa Notary Public in and for said County, in the State aforesaid,do hereby certify that D. Scott Carr, the Authorized Signatory TF ROUND ROCK TX LLC, a Delaware limited liability company, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument in as such capacity, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act and as the free and voluntary act of said entity, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal,this day of September 2021. MATHEW CALVERT Notary Public Official Seal Notary Public-State of Illinois My Commission Explr f>ly6WrO, 2025 My Commission Expires: 5 �O EXHIBIT A Lots 1,2 and 3, Block A, DUPONT SUBDIVISION, a subdivision in Williamson County, Texas, according to the map or plat thereof recorded in Cabinet O, Slide 102, Plat Records of Williamson County,Texas. OWNER: TF ROUND ROCK TX LLC, a Delaware limited liability company By: Name: D. Scott Carr Title: Authorized Signatory [Signature page to Notice of Termination of License Agreement] ROUND ROCK TEXAS .r PRsron PRO5PERfl City of Round Rock Agenda Item Summary Agenda Number: Title: Consider executing a License Agreement between the City and Maxserv, Inc. for use of property located at 1300 Louis Henna Boulevard for a bus stop area and for construction of improvements on the premises related to the bus stop area. Type: Governing Body: Agenda Date: Dept Director: Cost: Indexes: Attachments: Department: City Manager Item City Manager Approval 2/28/2014 Gary Hudder Sears Use Agreement.pdf Transportation Department Text of Legislative File CM -14-02-339 On November 14, 2013 the City Council approved the Project Grant Agreement for the use of Job Access Reverse Commute grant funds. The funds from this Grant Agreement will be used to transport employees between Sears Telesery and Capital Metro's Tech Ridge Park & Ride. In order for the City to access the Sears Telesery property and construct the necessary site improvements , a License Agreement was drawn up between Sears Telesery (Maxserv, Inc.) and the City. The agreement outlines the terms of use and maintenance of bus stop amenities. Staff recommends approval. City of Round Rock Page 1 Printed on 2/27/2014 LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION Required for Submission of ALL City Council and City Manager Items Department Name: Transportation Project Mgr/Resource: Caren Lee []Council Action: ORDINANCE Agenda Wording License Agreement for use of premises as a bus Project Name: stop area ContractorNendor: MaxServ, Inc. n RESOLUTION []City Manager Approval CMA Wording Consider executing a License Agreement between the City and MaxServ, Inc. for use of property located at 1300 Louis Henna Boulevard for a bus stop area and for construction of improvements on the premises related to the bus stop area. Attorney Approval Attorney Notes/Comments Dat Approval contingent upon receipt of Agreement signed by MaxServ, Inc. O:\wdox\SCCInts\011211103\MISC\00211279.XLS Updated 6/3/08 SEARS HOLDINGS February 24, 2014 Ms. Caren Lee Transit Coordinator/DBE Liaison Officer Assistant to Transportation Director City of Round Rock 2008 Enterprise Drive Round Rock, TX 78664 VIA UPS OVERNIGHT Dear Caren, Ira A. Marcus, CFM, IFMA Fellow Director, Real Estate Admin Sears Holdings Management Corporation 3333 Beverly Road BC212A Hoffman Estates, IL 60179 (847)286-9459 Fax (847) 286-3470 Email ira.marcus@searshc.com Enclosed please find two original signed License Agreements between MAXSERVE and the CITY OF ROUND ROCK to install a bus stop on the property at 1300 Louis Henna Boulevard. Please have these counter signed by Round Rock and return one original to me. It was a pleasure working with you to complete this agreement. We are looking forward to having the bus service to serve our associates. Sincerely, Ira A. Marcus Director, Real Estate Admin Enclosures (2) LICENSE AGREEMENT (Round Rock, TX, S#29027) 20 -- This License Agreement ("Agreement") is made this' .lay of F hi •-• S 2014, (the "Effective Date") by and between MAXSERV, INC., a Delaware corporation (hereinafter "Licensor") and the CITY OF ROUND ROCK, a Texas home rule municipality (hereinafter, "Licensee"). Whereas, Licensor is the owner of the real property located at 1300 Louis Henna Boulevard, Round Rock, Texas 78664, more particularly described as that certain space identified as the area cross -hatched on the site plan attached hereto as Exhibit "A" and marked "Bus Stop Area" (hereinafter, "Property") located on the premises of Licensor ("Licensor's Premises"). Whereas, Licensee desires to exercise certain rights and privileges upon the Property; and Whereas, Licensor desires to grant Licensee certain rights and privileges upon the Property. NOW, THEREFORE, it is agreed as follows: License Licensor hereby grants to Licensee a license for the non-exclusive use of the Property for the sole purpose of installing, constructing, operating, maintaining and repairing public transportation facilities consisting of a bench, trash can, signage and related improvements associated with public transportation on the Property, substantially as depicted in Exhibit "B" (the "Improvements") and for no other purpose or purposes whatsoever. Licensor further grants the Licensee, its agents, and the public the non-exclusive right to access and utilize the Improvements, and the area immediately surrounding the Improvements, for purposes of public transportation pick up and drop off and associated uses. No advertising shall be allowed on the Improvements or on Licensor's Premises without the prior written consent of Licensor which consent may be withheld in its sole and absolute subjective discretion. Term The Term ("Term") of this Agreement shall commence on the Effective Date ("Commencement Date") and shall be for a period of one (1) calendar year from the Commencement Date. The Term shall automatically renew for an additional term of one (1) year (each a "Renewal Term") following the expiration of the original Term or any Renewal Term, as the case may be. Either party may terminate this Agreement as hereinafter provided. 00292902/ss2 CM-,4-oa-33°‘ 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 Property or Licensor's Premises by virtue of this Agreement. Installation, Repair and Maintenance It is understood that the Improvements installed on the Property by Licensee shall remain the property of Licensee and shall be immediately removed by Licensee upon termination of this Agreement. Licensee shall restore the Property to its original condition, ordinary wear and tear excepted. It is further understood that Licensor has no duty to maintain, operate, replace, or repair any of the Improvements, including the payment of any fees of any kind associated with the Improvements. Licensee agrees, at its sole cost and expense, to keep the Property and the Improvements in good order and repair and to make all repairs and replacements to the Improvements which become necessary during the Term as a result of Licensee's use of the Property, including such repairs and replacements required as a result of the acts or omissions of Licensee's agents, employees or invitees. Licensee agrees that it will make full and prompt payment of all sums necessary to pay for the cost of installing, constructing, operating, maintaining and repairing the Improvements and further agrees to indemnify and hold harmless Licensor from and against any and all such costs and liabilities incurred by Licensee, and against any and all mechanic's, materialman's or laborer's liens arising out of or from such work or the cost thereof which may be asserted, claimed or charged against the Property or Licensor's Premises. In the event any notice or claim of lien shall be asserted of record against the interest of Licensor in the Property or Licensor's Premises on account of or growing out of any improvement or work done by or for Licensee, or any person claiming by, through or under Licensee, for improvements or work the cost of which is the responsibility of Licensee, Licensee agrees to have such notice of claim of lien canceled and discharged of record as a claim against the interest of Licensor in the Property or Licensor's Premises (either by payment or bond as permitted by law) within thirty (30) days after notice to Licensee by Licensor, and in the event Licensee shall fail to do so, Licensee shall be considered in default under this License Agreement. Licensee agrees to keep the Property and the Improvements in a clean condition, meeting all applicable rules and ordinances. Further, Licensee expressly agrees to provide waste removal services related to the trashcan that is included in the Improvements. Consideration In consideration for this license, Licensee shall pay Licensor Ten ($10.00) Dollars. 2. Insurance During the Term, Licensee shall pay for and maintain the following policies of insurance covering the Property and Improvements, which insurance shall be obtained from companies satisfactory to Licensor: (a) Workers' Compensation Insurance covering all costs, statutory benefits and liabilities under State Workers' Compensation and similar laws for employees of Licensee with a waiver of subrogation in favor of Licensor and Employer's Liability Insurance with limits of not less than $500,000.00 per accident or disease. (b) Commercial General Liability Insurance with coverage for premises/operations, products/completed operations, contractual liability, and personal/advertising injury with combined single limits of not less than $3,000.000.00 per occurrence for bodily injury and property damage, including Licensor as an additional insured and motor vehicle liability insurance with coverage for all owned, non -owned and hired vehicles with a combined single limit of not less than $1,000,000.00 per occurrence for bodily injury and property (if no vehicles are owned or leased, the Commercial General Liability insurance shall be extended to provide insurance for non -owned and hired vehicles). (c) Special Property Insurance including special coverage upon all of Licensee's owned property and improvements in the Property, including but not limited to, those perils generally covered by a Causes of Loss — Special Form, including fire and extended coverage, windstorm, vandalism and malicious mischief, in the amount of 100% of full replacement cost. All policies shall be issued by companies of recognized financial standing, duly licensed to do business under the laws of the state of Texas, and given at least an A -VII rating by Best's Insurance Guide. All insurance must be reasonably satisfactory to Licensor. Each policy shall expressly provide that it shall not be subject to cancellation or material change without prior written notice to Licensor. Licensee shall furnish Licensor, concurrently with the execution of this Agreement, with insurance certificates naming Licensor, its parent, affiliates and subsidiaries as additional insureds. Risk of Loss Licensee will use the Property at its own risk. Licensor shall have no responsibility or liability for any loss of or damage to the Improvements. Licensor shall not be responsible or liable to Licensee or to anyone claiming by, through or under Licensee for any loss or damage that may be occasioned by or through the acts or omissions of any person or occupant of Licensor's Premises, from any cause whatsoever. Licensee agrees that it will not do or permit anything to be done in or about the Property, or bring anything onto the Property or keep anything on the Property, which shall increase the rate of insurance on the Licensor's Premises or any portion thereof. 3. Terminable at Will This Agreement is terminable by either party at will by the giving of thirty (30) days written notice to the other party. Venue 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. Indemnity To the fullest extent permitted by law, Licensee waives any right of contribution shall indemnify, and hold Licensor, its parent corporation, directors, officers, employees and agents, harmless from and against all claims, actions, losses, damages, costs, expenses and liabilities (except those caused by the willful misconduct of Licensor), arising out of actual or alleged injury to or death of any person or loss of or damage to property in or upon the Property, including the person and property of Licensor, its parent corporation, directors, officers, employees, agents, invitees, licensees or others, arising from the acts or omissions of Licensee, its employees, agents, invitees or guests. Licensee shall defend Licensor, its parent corporation, directors, officers, employees and agents from and against all claims, actions, proceedings and suits arising out of actual or alleged injury to or death of any person or loss of or damage to property in or upon the Property (except those caused by the willful misconduct of Licensor), including the person or property of Licensor, its parent corporation, directors, officers, employees, agents, invitees, licensees or others arising from the acts or omissions of Licensee, its employees, agents, invitees or guests. Notice All notices herein provided for shall be in writing and shall be sent by (a) registered or certified mail, postage prepaid, return receipt requested, (b) personal delivery or (c) reputable overnight air courier, and shall be deemed to have been given (i) five (5) business days after deposit in the mail postage prepaid if sent via mail, (ii) upon receipt if personally delivered, and (iii) one (1) business day after being deposited with a reputable overnight air courier for guaranteed next business day delivery. Notices shall be addressed to: 4. LICENSOR: with a copy to: LICENSEE: MaxServe, Inc. c/o Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, Illinois 60179 Attention: Vice President, Real Estate Dept. 824RE MaxServe, Inc. c/o Sears, Roebuck and Co. 3333 Beverly Road Hoffman Estates, Illinois 60179 Attention: Assistant General Counsel — Real Estate Dept. 824RE City of Round Rock Attention: Steve Norwood, City Manager 221 East Main Street Round Rock, TX 78664 or to any other address furnished in writing by either of the respective parties. However, any change of address furnished shall comply with the notice requirements of this Section and shall include a complete outline of all current notice addresses to be used for the party requesting the change. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the Property. Neither this Agreement nor any of its provisions may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the parties. Counterparts This Agreement may be executed in separate counterparts, each of which shall be deemed an original, and this Agreement may be further executed by facsimile signatures, which facsimile signatures will be accepted as original executed signatures of this Agreement. Assignment Licensee shall not have the right to assign this Agreement or further license the use of all or any part of the Property without Licensor's consent which may be withheld in its sole and absolute subjective discretion. 5. No Recording Neither party shall record (nor permit the recording of) this Agreement nor record any other instrument revealing any term of this Agreement. No Representations Licensee acknowledges that Licensor has made no representations regarding the subject matter of this Agreement except as expressly provided herein. Severability If any provision of this Agreement shall be deemed unenforceable, then the remainder of this Agreement shall be enforceable to the maximum extent permitted by law. Headings The section headings are for convenience and are not a part of this Agreement. [Balance of page intentionally left blank. Signatures appear on the following page.] 6. IN WITNESS WHEREOF, this AGREEMENT is executed on this Fay of 2014. CITY OF ROUND ROCK By: STEVE NORWOOD, City Manager Date: 0 2 ACKNOWLEDGEMENT 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 Steve Norwood, 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 under my hand and seal of office on this thel.17, day of SARA LEIGH WHITE MY COMMISSION EXPIRES July 11, 2016 , 2014. NOTARY PUBLIC in and for the State of ' Texas 7. LICENSEE MAXSERVE, INC., a Delaware corpor BY: Date: 'Til J J. 41. Vice ?:essi!ent cal i:' tate Fr btLqci ACKNOWLEDGEMENT STATE OF ILLINOIS COUNTY OF COOK ay) do/ LEGAL BEFORE ME, the undersigned, a notary public in and for said county and state, on this day personally appeared James B. Terrell, Vice President, Real Estate and authorized agent of MaxServ, Inc., a Delaware corporation, 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 under my hand and seal of office on this thea 4` day of t=� e buu.,•Li , 2014. My commission expires: c, .51akti, NOTRY PUBLIC in and for the State of Illinois. rmiL 1 2CfS 8. "OFFICIAL SEAL" Julie C. Stalter Notary Public, State of Illinois My commission Expires September 7, 2015 r u' f s � h , rt- j #� is .,-.: AI ROUND ROCK. TE XAS i' RIYn Ali 41) 1t/Npt R;Sl DEMAND RESPONSE place braille dots here BUS SERVICE place braille dots here RECORDED DOCUMENT FOLLOW iu II ilii II LICENSE AGREEMENT (Round Rock, TX, S#29027) II II III IIIII iui AGR 10 PGS 2014016946 741— This License Agreement ("Agreement") is made this flay of F 6/-7,0r s , 2014, (the "Effective Date") by and between MAXSERV, INC., a Delaware corporation (hereinafter "Licensor") and the CITY OF ROUND ROCK, a Texas home rule municipality (hereinafter, "Licensee"). Whereas, Licensor is the owner of the real property located at 1300 Louis Henna Boulevard, Round Rock, Texas 78664, more particularly described as that certain space identified as the area cross -hatched on the site plan attached hereto as Exhibit "A" and marked "Bus Stop Area" (hereinafter, "Property") located on the premises of Licensor ("Licensor's Premises"). Whereas, Licensee desires to exercise certain rights and privileges upon the Property; and Whereas, Licensor desires to grant Licensee certain rights and privileges upon the Property. NOW, THEREFORE, it is agreed as follows: License Licensor hereby grants to Licensee a license for the non-exclusive use of the Property for the sole purpose of installing, constructing, operating, maintaining and repairing public transportation facilities consisting of a bench, trash can, signage and related improvements associated with public transportation on the Property, substantially as depicted in Exhibit "B" (the "Improvements") and for no other purpose or purposes whatsoever. Licensor further grants the Licensee, its agents, and the public the non-exclusive right to access and utilize the Improvements, and the area immediately surrounding the Improvements, for purposes of public transportation pick up and drop off and associated uses. No advertising shall be allowed on the Improvements or on Licensor's Premises without the prior written consent of Licensor which consent may be withheld in its sole and absolute subjective discretion. Term The Term ("Term") of this Agreement shall commence on the Effective Date ("Commencement Date") and shall be for a period of one (1) calendar year from the Commencement Date. The Term shall automatically renew for an additional term of one (1) year (each a "Renewal Term") following the expiration of the original Term or any Renewal Term, as the case may be. Either party may terminate this Agreement as hereinafter provided. 00292902/ss2 CM- I 4 - OD --63c‘ 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 Property or Licensor's Premises by virtue of this Agreement. Installation, Repair and Maintenance It is understood that the Improvements installed on the Property by Licensee shall remain the property of Licensee and shall be immediately removed by Licensee upon termination of this Agreement. Licensee shall restore the Property to its original condition, ordinary wear and tear excepted. It is further understood that Licensor has no duty to maintain, operate, replace, or repair any of the Improvements, including the payment of any fees of any kind associated with the Improvements. Licensee agrees, at its sole cost and expense, to keep the Property and the Improvements in good order and repair and to make all repairs and replacements to the Improvements which become necessary during the Term as a result of Licensee's use of the Property, including such repairs and replacements required as a result of the acts or omissions of Licensee's agents, employees or invitees. Licensee agrees that it will make full and prompt payment of all sums necessary to pay for the cost of installing, constructing, operating, maintaining and repairing the Improvements and further agrees to indemnify and hold harmless Licensor from and against any and all such costs and liabilities incurred by Licensee, and against any and all mechanic's, materialman's or laborer's liens arising out of or from such work or the cost thereof which may be asserted, claimed or charged against the Property or Licensor's Premises. In the event any notice or claim of lien shall be asserted of record against the interest of Licensor in the Property or Licensor's Premises on account of or growing out of any improvement or work done by or for Licensee, or any person claiming by, through or under Licensee, for improvements or work the cost of which is the responsibility of Licensee, Licensee agrees to have such notice of claim of lien canceled and discharged of record as a claim against the interest of Licensor in the Property or Licensor's Premises (either by payment or bond as permitted by law) within thirty (30) days after notice to Licensee by Licensor, and in the event Licensee shall fail to do so, Licensee shall be considered in default under this License Agreement. Licensee agrees to keep the Property and the Improvements in a clean condition, meeting all applicable rules and ordinances. Further, Licensee expressly agrees to provide waste removal services related to the trashcan that is included in the Improvements. Consideration In consideration for this license, Licensee shall pay Licensor Ten ($10.00) Dollars. 2. Insurance During the Term, Licensee shall pay for and maintain the following policies of insurance covering the Property and Improvements, which insurance shall be obtained from companies satisfactory to Licensor: (a) Workers' Compensation Insurance covering all costs, statutory benefits and liabilities under State Workers' Compensation and similar laws for employees of Licensee with a waiver of subrogation in favor of Licensor and Employer's Liability Insurance with limits of not less than $500,000.00 per accident or disease. (b) Commercial General Liability Insurance with coverage for premises/operations, products/completed operations, contractual liability, and personal/advertising injury with combined single limits of not less than $3,000.000.00 per occurrence for bodily injury and property damage, including Licensor as an additional insured and motor vehicle liability insurance with coverage for all owned, non -owned and hired vehicles with a combined single limit of not less than $1,000,000.00 per occurrence for bodily injury and property (if no vehicles are owned or leased, the Commercial General Liability insurance shall be extended to provide insurance for non -owned and hired vehicles). (c) Special Property Insurance including special coverage upon all of Licensee's owned property and improvements in the Property, including but not limited to, those perils generally covered by a Causes of Loss — Special Form, including fire and extended coverage, windstorm, vandalism and malicious mischief, in the amount of 100% of full replacement cost. All policies shall be issued by companies of recognized financial standing, duly licensed to do business under the laws of the state of Texas, and given at least an A -VII rating by Best's Insurance Guide. All insurance must be reasonably satisfactory to Licensor. Each policy shall expressly provide that it shall not be subject to cancellation or material change without prior written notice to Licensor. Licensee shall furnish Licensor, concurrently with the execution of this Agreement, with insurance certificates naming Licensor, its parent, affiliates and subsidiaries as additional insureds. Risk of Loss Licensee will use the Property at its own risk. Licensor shall have no responsibility or liability for any loss of or damage to the Improvements. Licensor shall not be responsible or liable to Licensee or to anyone claiming by, through or under Licensee for any loss or damage that may be occasioned by or through the acts or omissions of any person or occupant of Licensor's Premises, from any cause whatsoever. Licensee agrees that it will not do or permit anything to be done in or about the Property, or bring anything onto the Property or keep anything on the Property, which shall increase the rate of insurance on the Licensor's Premises or any portion thereof. 3. Terminable at Will This Agreement is terminable by either party at will by the giving of thirty (30) days written notice to the other party. Venue 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. Indemnity To the fullest extent permitted by law, Licensee waives any right of contribution shall indemnify, and hold Licensor, its parent corporation, directors, officers, employees and agents, harmless from and against all claims, actions, losses, damages, costs, expenses and liabilities (except those caused by the willful misconduct of Licensor), arising out of actual or alleged injury to or death of any person or loss of or damage to property in or upon the Property, including the person and property of Licensor, its parent corporation, directors, officers, employees, agents, invitees, licensees or others, arising from the acts or omissions of Licensee, its employees, agents, invitees or guests. Licensee shall defend Licensor, its parent corporation, directors, officers, employees and agents from and against all claims, actions, proceedings and suits arising out of actual or alleged injury to or death of any person or loss of or damage to property in or upon the Property (except those caused by the willful misconduct of Licensor), including the person or property of Licensor, its parent corporation, directors, officers, employees, agents, invitees, licensees or others arising from the acts or omissions of Licensee, its employees, agents, invitees or guests. Notice All notices herein provided for shall be in writing and shall be sent by (a) registered or certified mail, postage prepaid, return receipt requested, (b) personal delivery or (c) reputable overnight air courier, and shall be deemed to have been given (i) five (5) business days after deposit in the mail postage prepaid if sent via mail, (ii) upon receipt if personally delivered, and (iii) one (1) business day after being deposited with a reputable overnight air courier for guaranteed next business day delivery. Notices shall be addressed to: 4. LICENSOR: with a copy to: LICENSEE: MaxServe, Inc. c/o Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, Illinois 60179 Attention: Vice President, Real Estate Dept. 824RE MaxServe, Inc. c/o Sears, Roebuck and Co. 3333 Beverly Road Hoffman Estates, Illinois 60179 Attention: Assistant General Counsel — Real Estate Dept. 824RE City of Round Rock Attention: Steve Norwood, City Manager 221 East Main Street Round Rock, TX 78664 or to any other address furnished in writing by either of the respective parties. However, any change of address furnished shall comply with the notice requirements of this Section and shall include a complete outline of all current notice addresses to be used for the party requesting the change. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the Property. Neither this Agreement nor any of its provisions may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the parties. Counterparts This Agreement may be executed in separate counterparts, each of which shall be deemed an original, and this Agreement may be further executed by facsimile signatures, which facsimile signatures will be accepted as original executed signatures of this Agreement. Assignment Licensee shall not have the right to assign this Agreement or further license the use of all or any part of the Property without Licensor's consent which may be withheld in its sole and absolute subjective discretion. 5. No Recording Neither party shall record (nor permit the recording of) this Agreement nor record any other instrument revealing any term of this Agreement. No Representations Licensee acknowledges that Licensor has made no representations regarding the subject matter of this Agreement except as expressly provided herein. Severability If any provision of this Agreement shall be deemed unenforceable, then the remainder of this Agreement shall be enforceable to the maximum extent permitted by law. Headings The section headings are for convenience and are not a part of this Agreement. [Balance of page intentionally left blank. Signatures appear on the following page.] 6. IN WITNESS WHEREOF, this AGREEMENT is executed on thisday of 2014. CITY OF ROUND ROCK By: STEVE NORWOODDD,,City Manager Date: 0 ���''// ACKNOWLEDGEMENT 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 Steve Norwood, 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 under my hand and seal of office on this theGsr day of , 2014. SARA LEIGH WHITE MY COMMISSION EXPIRES July 11, 2016 7. g m k 0 NOTARY PUBLIC in and for the State of Texas LICENSEE MAXSERVE, INC., a Delaware corpor BY: Vice Fees.; eMt. t: _at.. Date: Fe bt&‘(,..j a y, a o / « ACKNOWLEDGEMENT STATE OF ILLINOIS COUNTYOFCOOK BEFORE ME, the undersigned, a notary public in and for said county and state, on this day personally appeared James B. Terrell, Vice President, Real Estate and authorized agent of MaxServ, Inc., a Delaware corporation, 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 under my hand and seal of office on this the -i4` day of RebruCk. , 2014. My commission expires: NOT RY PUBLIC in and for the State of Illinois. Z fYL , 8. "OFFICIAL SEAL" Julie C. Stalter Notary Public, State of Illinois My Commission Expires September 7, 2015 'ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. March 6, 2014 Maxserve, Inc. C/o Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, Illinois 60179 Attention: Vice President, Real Estate Dept. 824RE To Whom It May Concern: On February 28, 2014, City Manager Steve Norwood executed a License Agreement between the City and Maxserve, Inc.for use of property located at 1300 Louis Henna Boulevard for a bus stop area and for construction of improvements on the premises related to the bus stop area. Enclosed is an executed original for your files. If you have any questions, please feel free to contact Caren Lee,Transit Coordinator/DBE Liaison Officer at(512) 671-2869. Sincerely, I(.�.e�(�Vt— ` a Saridon Chambless Mayor Executive Assistant Alan McGraw Mayor Pro-Tem Kris Whitfield Cc: Assistant General Counsel—Real Estate CouncHmembers Craig Morgan George White Enclosure: File-CM-14-02-339 Joe Clifford Carlos T.Salinas John Moman City Manager Steve Norwood City Attorney Stephan L.Sheets CITY OF ROUND ROCK ADMINISTRATION DEPARTMENT,221 East Main Street• Round Rock,Texas 78664 Phone 512.218.5410 4 Fax 512.218.7097 4 www.roundrocktexas.gov t s 9 i k wa # t 4 to 1 90 VJII O R ICS - ;-r e �� EXHIBIT B 1.00 0 18.00 DEMAND RESPONSE place braille dots here BUS SERVICE place braille dots here PICK-UP TIME 4:30 p.m. place braille dots here 12 00 RECORDERS MEMORANDUM All or parts of the text on this page was not clearly legible for satisfactory recordation. CITY OF ROUND ROCK C 221 EAST MAIN STREET ROUND ROCK, TX 78664 FILED AND RECORDED OFFICIAL PUBLIC RECORDS 2014016946 03/13/2014 08:30 AM DPEREZ $57.00 NANCY E. RISTER, COUNTY CLERK WILLIAMSON COUNTY, TEXAS