SS9601-CS 960705 Dallas Area Rapid Transit
P.O. Box 660163
Dallas, Texas75266-0163
214/749-3278
July 5, 1996
Mr. Kenneth M. Griffin, P.E.
Assistant City Manager/City Engineer
City of Coppell
P. O. Box 478
Coppell, Texas 75019
Re: License Agreement No. 960701 covering an 8-inch sanitary sewer pipeline crossing west of
the Trinity River Bridge, Mile Post 605.2 in Coppell (East Belt Line Road Sanitary Sewer
Project - SS 96-01))
Dear Mr. Griffin:
Enclosed is a fully-executed agreement as referenced for your records. Should you need to
contact us in the future regarding this License Agreement, please refer to the agreement number
referenced above.
No work is authorized under this Agreement until the City's contractor has submitted the
Standard Construction Agreement and Contractor's Right of Entry documents, and the
contractor's insurance has been approved by DART's Risk Management.
IfI can be of assistance to any of the parties involved, please contact me at (214) 749-2917.
Sincerely,
Jan Seidner
Manager, Railroad Facilities
Commuter Rail & Railroad Management
JMS:
Enclosures
LICENSE AGI~.k~IENT
THIS Agreement, by and between DALLAS AREA RAPID TRANSIT ("DART"), ~
regional transportation authority, ereated, organized and existing pursuant to Chapter 452, Texas
Transportation Code, formerly Article 111By, V.A.T.C.S., as amended (the 'Act") and the CITY
OF COPPELL, a municipal corporation, ("Licensoe'), acting herein by and through its duly
authorized city mnmtger, whose mailing address is P. O. Box 478, Coppell, Texas 75019.
WITNESSETH:
1. Purpose. DART hereby grants a license to Licensee for the purpose of constructing
installing, operating and maintaining one 8-inch sanitary sewer pipeline (the "Permitted
Improvements") crossing west of the Elm Fork Trinity River Bridge at l~ftle Post 605.2 in
Coppell, Dallas County, Texas, more particularly described as shown in Exhibits "A-l" and "A-2"
attached hereto and incorporated herein for nil pertinent purposes, (the "Property').
The Property shah be used by Licensee solely for the purpose of constructing, installing,
operating and maintaining the Permitted Improvements (the "Permitted Uses"). Licensee's right
to enter upon and use the Property shall be limited solely to the Permitted Uses and the Permitted
Improvements.
2. Term. The term of this License shall begin on the l~t of June, 1996 (the "Term") and
continue thereat~er until terminated by either party as providod herein.
3. Consideration.
3.01. The consideration for the granting of this License shall be (a) payment by
License~ to DART the sum of ONE HUNDRED AND NO/100 ($100.00) DOLLARS p~ annum,
payable annually in advance (the "Licensoe F~'), and (b) the l~fo~ by Li~nsee of each of
the obligations undertaken by Licens~ in this License.
3.02. Any payment not received by DART by the 10th day after it is due, shall
bear a late charge of $25.00 to help offset the administrative cost involved in handling such late
payment.
3.03. For any payment not received by DART by the 15th day after it is due,
such payment shah bear interest at the rate of 18% per annum from the date it was due until it is
paid, in addition to the late charge.
4. Non Exclusive License. This license is non-exclusive and is subject to (a) any existing
utility, drainage or communication facility located in, on, under, or upon the Property owned by
DART, any railroad, utility, or communication company, public or private; (b) to all vested rights
presently owned by any railroad, utility or communication ~, located within the boundaries
~ltLineRd/SS96-01 1 of 6
of the Property; and (¢) to any existing lease, iiceme or other interest in the Property granted by
DART to any individual, corporation or other entity, public or private.
5. Design. Construction. _Operation and Maintemn~. DART's use of the Property and
adjoinin8 property will include the use of dectric,~y powered equipment. Notwithstanding
DART's inclusion within its system of measur~ designed to reduce stray current which may cause
corrosion, Licensee is hereby warned that such measures may not prevent electrical current
being present in proximity to the Permitted Improvements and that such presence could
produce corrosive effects to the Permitted Improvements.
5.01. All design, construction, reconstruction, replacement, removal, operation
and maintenance of the Permitted Improvemems on the Property shall be done in such a manner
so as not to interfere in any way with the operations of DART or other railroad operations. In
particular, cathodic protection or other stray current corrosion control measures of the Permitted
Improvements as required shall be made a part of the design and construction of the Permitted
Improvements.
5.02. During the design phase and prior to commencing any construction on the
Property, a copy of the construction plans showing the exact location, type and depth of the
construction, any cathodic protection measures and any working area, shall be submitted for
written approval to DART and Railroad (the "Railroad", whether one or more, when the
construction is going to be within the area of Railroad operations). Such approval shall not he
unreasonably withheld. No work shall commence until said plans have been approved by DART
and Railroad.
5.03. By acceptance of this license, Licensee agrees to design and construct the
Permitted Improvements in such a manner so as not to create a l~__:,~rd to the use of the Property,
and further agrees to pay any damages which may arise by reason of Licensee's use of the
Property under this Agreement.
5.04. By acceptance of this licen~, Licensee covenants and agreea to institute and
maintain a reasonable testing program to determine ~ or not additional cathodic protection
of its Permitted Improvements is ~ and if it is or should become necessary, such
protection shall be immediately instituted by Licensee at its sole cost and expense.
5.05 Absence of markers does not constitute a warranty by DART that there
are no subsurface installations on the Property.
6. C~overnmental Approvals. Licensee, at its sole cost and expense, shall be responsible
for and shall obtain, any and aH licenses, permits, or other approvals fi'om any and aH
governmental agencies, federal, state or local, required to carry on any activity permitted herein.
7. DART'~ Standard Contract and Insurance. No work on the Property shah be
commenced by Licensee or any contractor for Licensee until such Licensee or contractor shah
have executed DART's Standard Contractor's Agreement covering such work, and has furnished
insurance coverage in such amounts and types as ~ be satisfactory to DART.
E~tB~l~/n~Rd~96-01 2
8. Dutv of Care in Construction. Licensee or its contractor shall use reasonable care
during the co~ction period and therenRer, to avoid dan~ any existing building~
equipment and vegetation on or about the Property and any adjacent property owned by or under
the control of'DART. If'the failure to use reasonable care by the Licensee or its contractor causes
damage to the Property or such adjacent property, the Licensee and/or its contractor shall
immediately replace or repair the damage at no cost or expense to DART. If' Licensee or its
contractor fails or refuses to make such replacement, DART shall have the fight, but not the
obligation, to make or effect any such repair or rephcemem at the sole cost and expense of
Licensee, which cost and expense Licensee agrees to pay to DART upon demand.
9. Envir0nm~mt~l PrQtection.
9.01. Licensee shall not use or permit the use ofthe Property for any purpose that
may be in violation of any laws pertaini~ to health or the environment, including without
limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), the Resource Conservation and Recovery Act of 1976 ("RCRA"), the Texas Water
Code and the Texas Solid Waste Disposal Act.
9.02. Licensee warrants that the Permitted Use of the Property will not result in
the disposal or other release of any hazardous substance or solid waste on or to the Property, and
that it will take aH steps necessary to insure tint no such hazardous substance or solid waste will
ever be discharged onto the Property by Licensee or its Contractors.
9.03. The terms "hazardous substance" md "release" shall have the meanings
specified in CERCLA and the terms "solid waste" and "disposal" (or "disposed") shaH have the
meanings specified in the RCRA; PROVIDED, HOWEVER, that in the event either CERCLA or
RCRA is amended so as to broaden the meaning of any term defined thereby, such broader
meaning shall apply subsequent to the effective date of such amendment; and PROVIDED
FURTHER, that to the extent that the laws of the State of Texas establish a meaning for
"hazardous substance", "release", "solid waste', or "di~q~osal', which is broader than that specified
in either CERCLA or RCRA, such broader meaning shall apply.
9.04. Licensee shah indemnify and hold DART and Railroad harmless a~ainst aH
cost of environmental clean up to the Property resultin8 from Licensee's use of the Property under
this Agreement.
10. Mechanic's Liens Not Permitted. Licensee shah fully pay for aH labor and materials
used in, on, or about the Property and will not permit or suffer any mechanic's or materialmen's
liens of any nature to be affixed against the Property by reason of any work done or materials
furnished to the Property at Licensee's instance or request.
11. Maintenance of Completed Improvements. After the Permitted Improvements have
been constructed, they shall be ~ by the Licensee h such a manner as to keep the
Property in a good and safe condition with respect to Licensee's use. In the event the Licensee
fails to maintain the Property a~ required, upon discovery, DART shall notify Licensee of such
East~l~~! 3
occurrence in writin8. In the event ~ shall not have remedied the failure within ten (10)
days from the date of such notice, DART shall have the right, but not the obligation to remedy
such failure at the sole cost and expense of Licensee. In the event DART exercises its right to
remedy Licensee's failure, Licensee agrees to immediately pay to DART all costs incurred by
DART upon demand.
12. F~tur¢ Use by DART.
12.01. This license is made expressly subject nnd subordinate to the right of
DART to use the Property for any purpose whatsoever.
12.02. In the event that DART shall, st any time subsequent to the date of this
Agreement, at its sole discretion, determine that the relocation of the Permitted Improvements
shah be necessary or convenient for DART's use of the Property, Licensee shall, at its sole cost
and expense relocate said Permitted Improvements so as not to interfere with DART's or DART's
assigns use of the Property. In this regard, DART may, but is not obligated to, designate other
property for the relocation of the Permitted Improvements. A minimum of thirty (30) days
written notice for the exercise of one or more of the above actions shall be given by DART.
13. Relocation Benefits. The pn_rties hereto agree that the construction of the Permitted
Improvements on the Property is subsequent to the acquisition of the Property by DART and that
Licensee has and asserts no claim under the Act, or otherwise, resin'ding the payment of any and
ah relocation benefits and that all costs associated with any relocation of such Improvements shall
be borne by Licensee.
14. Duration of License. This license shall terminate and be of no further force and effect
(a) in the event Licensee shall discontinue or abandon the use of the Permitted Improvements; (b)
in the event Licensee shah relocate the Permitted Improvements from the Property', (c) upon
termination in accordance with paragraph 19 of this Agreement, whichever event first occurs.
15. Compliance With Laws and _Regulations. Licensee agrees to abide by and be
governed by nil laws, ordinances and re$ulstions of any and aH governmental entities having
jurisdiction over the Licensee and by railroad regulations, policies and operating procedures
established by the Railroad, or other applicable railroad regulatin~ bodies, and Licensee agrees to
indemnify and hold DART harmless from any failure to so abide and ah actions resulting
therefrom.
16. Indemnification.
16.01. Licensee shall defend, protect, and keep DART and Railroad forever
harmless and indemnified against and from any penalty or damage or charge imposed for any
violation of any law, ordinance, rule or resulation n.rising out of the use of the Property by
Licensee, its employees, officers, agents, contractors, or assigns, or those holding under Licensee;
16.02. Licensee shall at ~11 times protect, indemnify and it is the express
intention of the parties hereto that l~ensee hold DART and Railroad harmless against and
EastBel~96.01 4 of 6
from any and all loss, cost, damage or expense, includin~ attorney's fees, arisin~ out of or from
any nccident or other ocau'r~ on or ~out said Property resultin8 from use of the Property by
Licensee, its officers, employees, a~ents, customers and invite~
16.03. Licensee shall at all times protect, indemnify and hold DART and the
Railroad harmless against and from any and all loss, cost, damage or expense, including attorney's
fees arising out of any failure of Licensee, its employees, o~ a~ents, contractors or assigns in
any respect to comply with ~nd perform all the requirements and provisions hereof.
17. Action U_t~on Termination of License. At such time as this license may be terminated
or canc~ed for any reason whatever, Licensee, upon request by DART, shall remove all
improvements and appurtenances owned by it, situated in, under or ~t'mched to the Property and
shall restore the Property to the condition exist~ at the date of execution of this License, at
Licensee's sole expense.
18. Assi_munent. Licensee shall not assign or transfer its rights under this Agreement in
whole or in part, or permit any other person or entity to use the License hereby 8~nted without
the prior written consent of DART which DART is under no obligation to grant.
19. Methods of Termination. This Agreement may be terminated in any of the foilowin~
ways:
19.01. Written As~'eement ofboth parties;
19.02. By either party giving the other pant thirty (30) days written notice;
19.03. By either party, upon failure of the other party to perform its obligations as
set forth in this A~eement.
20. M~scellaneous.
20.01. Notice. When notice is permitted or requked by this A&reemenL it shall be
in writing and shall be deemed delivered when delivered in person or when placed, postase
prepaid, in the U.S. Ma~ Cenif~ Return Receipt Requested, and addressed to the parties at the
followin8 adcl~essea:
DART: Dallas Area Rapid Transh
P. O. Box 6f:,0163
Dallas, Texas 75266-7210
ATTN: Raikoad Management
LICBNSBB: City of Coppeil
P. O. Box 478
CoppelL Texas 75019
ATTN: City £,~neer
Either party may from lime to time designate another and d~erent adckess for receipt of
notice by 8ivia8 notice of ~h chanse of addn~.
20.02. Attorney_ Fees. Any signatory to this Agreement who is the prevailing
party in any legal proceeding against any other signatory brought under or with relation to this
Agreement ~ be entitled to recover court costs nad reason~le attorney fees from the
non-prevailing party.
20.03. Governing Law. This Agreement shall be construed under and in
accordance with the laws of the State of Texas.
20.04. Entirety_ and Amendments. This Agreement embodies the entire agreement
between the parties and supersedes all prior agreements and understandings, if any, relating to the
Property and the matters addressed herein, and may be amended or supplemented only by a
written instrument executed by the party n~ainst whom enforcement is sought.
20.05. P~rties Bound. This Agreement shall be binding upon and inure to the
benefit of the executing parties and their respective heirs, personal representatives, successors and
assigns.
20.06. Number and Gender. Words of any sender used in this Agreement shall be
held and construed to include any other gender, and words in the singular shah include the plural
and vice versa, unless the text clearly requires otherwise.
IN WITNESS WHEREOF, the parties have executed this A~reement in multiple oris~nals
LICENSOR: DALLAS AREA RAPID TRANSIT
BY: /~ ~'--,.~ ~"~ / ~
(~
~ LONNIE E. BLA~'DES, .IR.
Vice President
Commuter Rail & Railroad Man~ement
LICENSEE: CITY OF COPPELL
BY:
Print ,~/
Office of DART ~ C~
EastBeltLineRd/SS96-01 6 of 6
EXHIBIT
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EXHIBIT A-2