CM-2016-1092 - 4/22/2016LICENSE AGREEMENT
[Arterial H]
This License Agreement (this "Agreement") is made this 21st day of March, 2016, by
and between THE CITY OF ROUND ROCK, TEXAS (hereinafter "Licensor"), and VISTA
OAKS MUNICIPAL UTILITY DISTRICT (hereinafter, "Licensee").
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;
NOW, THEREFORE, for and in consideration of the mutual covenants and premises
herein contained, the Consideration described below, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as
follows:
I. License
1.1 Licensee shall have the right to survey, install, construct, operate, inspect, maintain,
repair, replace, and make connections to a masonry subdivision perimeter fence and
related appurtenances ("Fence Improvements") in, on, and over the Property as indicated
in Exhibit "A". Licensor and Licensee agree that, to the extent practicable, the Fence
Improvements will be installed in the same general location as the original subdivision
fencing, the routing of which is depicted on Exhibit "A".
1.2 It is understood that this Agreement creates a license only and that Licensee does not and
shall not claim at any time any ownership interest or estate of any kind (other than a
license) in the public rights-of-way located within the Property by virtue of this license.
1.3 It is further understood the Licensor has no duty to maintain, operate, replace, upgrade, or
repair any of the Fence Improvements installed or constructed by Licensee in or upon the
Property, including the payment of any fees of any kind associated with any of such
Fence Improvements. However, Licensor agrees that Licensor will not use the Property
in any manner that unreasonably conflicts or interferes with the Fence Improvements or
Grantee's rights hereunder.
II. Consideration
2.1 In consideration for this license, Licensee shall pay Licensor a one-time fee of $10.00.
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(W0682937.2) 1.
III. Nonassignability
3.1 The license granted in this Agreement is personal to Licensee. This Agreement is not
assignable for the purpose of off -premise advertising or signage. Any assignment in
violation of this Agreement will automatically terminate the license. Notwithstanding the
foregoing, Licensee shall be permitted to assign Licensee's license under this Agreement
to Vista Oaks Owners Association, Inc. (the "HOA"), the homeowners' association for
the Vista Oaks community, 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. Further, in the event that Licensee
is annexed and dissolved by Licensor or other municipality with jurisdiction to do so and
Licensee does not continue as a limited purpose district with authority to maintain the
Fence Improvements, then Licensee's interest in and to this Agreement will automatically
be deemed to have been assigned to the HOA.
IV. Terminable at Will
4.1 This Agreement is terminable by either party at will by the giving of 120 days written
notice to the other party. Upon termination, any Fence Improvements not removed from
the Property prior to termination will become the property of Licensor and it is agreed
that Licensor will not need to reimburse Licensee for any costs expended for said Fence
Improvements.
V. Indemnity
5.1 Licensee shall comply with the requirements of all applicable laws, rules and regulations,
and, to the extent permitted by law, 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.
VI. Release
6.1 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 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.
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{ W0682937.2) 2.
VII. Venue
7.1 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. Venue for any dispute under this Agreement shall lie exclusively in the
courts of Williamson County, Texas.
VIII. Notice
8.1 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 three business days
after postmark when sent postage prepaid U.S. mail to the following addresses:
LICENSOR: City of Round Rock, Texas
ATTN: City Manager
221 E. Main Street
Round Rock, Texas 78664
LICENSEE: Visa Oaks Municipal Utility District
c/o Armbrust & Brown, PLLC
ATTN: John Bartram
100 Congress Avenue, Suite 1300
Austin, Texas 78701
IX. Miscellaneous
9.1 Except for a written waiver signed by the party to be charged, any action or inaction by a
party with respect to any provision of this License, including, but not limited to, a party's
failure to enforce any provision of this License, will not constitute a waiver of that
provision or any other provision of this License. Any waiver by a party of any provision
of this License will not constitute a waiver of any other provision of this License.
9.2 Any section headings in this License are for reference only and will not modify or affect
the interpretation of this License in any manner whatsoever.
9.3 If any provision of this License is held invalid, the remainder of this License will
continue in full force and the invalid provision will be replaced by one which, being
valid, most closely reflects the intention of the parties contained in the invalid provision.
9.4 This Agreement may be executed in multiple counterparts, each of which will be deemed
an original and all of which together will constitute a single instrument.
IN WITNESS WHEREOF, this AGREEMENT is executed effective this 21st day of
March, 2016.
(signatures on following page)
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{W0682937.2) 3 .
COUNTERPART SIGNATURE PAGE TO LICENSE AGREEMENT
LICENSOR:
CITY O ROUND ROCK, TEXAS
By: �. �'
Laurie Hadle ity MaOager
Date: ���� 2,
ACKNOWLEDGMENT
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on this 2 5t day of Air; / ,
2016, by Laurie Hadley, City Manager of the City of Round Rock, in the capacity and for the
purposes and consideration therein indicated.
TARA C. AMBROSE
'=Notary Public in and for the State of Texas
*� "= MY COMMISSION EXPIRES
July 22, 2019
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COUNTERPART SIGNATURE PAGE TO LICENSE AGREEMENT
LICENSEE:
VISTA OAKS MUNICIPAL UTILITY
DISTRIC
By: _ �-�o
k
Board of Direct( rs
Date:
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on this V-4-
day of fl&`�C ,
2016, by r AkuLVresod&H f of the Board of Directors of Vista Oaks
Municipal Utility Authority, in the capacity and for the purposes and consideration therein
indicated.
�!l!!Illllllllll/lllYlllJ7•� /,/
aro JOHN WESLEY BARTRAM
NOTARY PUBLIC Not Public in and for the State of Texas
*• •: ID# 12511fi27-5
State of Texas
'' Cw n.E:xp.11-12-2016
f>vi..eivlii!livilvvllill.
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(W0682937.2) 5.
EXHIBIT A
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351201bk
{W0682937.2) Exhibit A — Page 1
City of Round Rock
F
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider authorizing a License Agreement with Vista Oaks Municipal
Utility District regarding location of wall within the Arterial H right of way.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 4/22/2016
Dept Director: Gary Hudder
Cost:
Indexes:
Attachments: doc02843320160413092232.pdf
Department: Transportation Department
Text of Legislative File CM -2016-1092
Consider authorizing a License Agreement with Vista Oaks Municipal Utility District regarding location of
wall within the Arterial H right of way.
Wiliamson County and Vista Oaks Municipal Utility Ditrict (MUD) had a license agreement in
place for a wall belonging to Vista Oaks MUD. The wall is in the right-of-way for Arterial H.
Williamson County has assigned ownership of the right-of-way to the City. The license
agreement, for the wall, is being modified so it is between the City and Vista Oaks MUD.
Staff recommends approval.
City of Round Rock Page 1 Printed on 412112016
ARMBRUST & BROWN, PLLC
ATTORNEYS AND COUNSELORS
100 CONGRESS AVENUE, SUITE 1300
AUSTIN, TExas 78701-2744
512-435-2300
FACSIMILE 512-435-2360
JAIME COLMENERO
(512)435-2367
jcohnenero@abaustin. corn
April 6, 2016
VIA REGULAR MAIL
City of Round Rock
Attn: Ms. Laurie Hadley, City Manager
221 East Main Street
Round Rock, Texas 78664
Re: Vista Oaks Municipal Utility District of Williamson County ("District")
(formerly known as Williamson County Municipal Utility District No. 9)
Dear Ms. Hadley:
Enclosed, please find the License Agreement [Arterial H] between the City of Round
Rock, Texas and the District for execution.
Please sign the enclosed copies of the signature page and return them to our office. I
will mail you a fully executed original for your records after I receive the signature pages. For
your convenience I have enclosed a self-addressed, stamped envelope for the return of the
signature pages.
Sincerely,
Armbrust & Brown, PLLC
aime Colmenero
Legal Assistant
Enclosures
(W0690642. I)