360Network-CN990728STATE OF TEXAS §
COUNTY OF DALLAS §
LICENSE AGREEMENT
This Agreement ("AGREEMENT") is made by and between City of Coppell, Texas
( "CITY) and Touch America, Inc., a wholly owned subsidiary of the Montana Power Company,
( "LICENSEE ") acting by and through their authorized representatives.
WITNESSETH:
WHEREAS, CITY owns the right -of -way described in Exhibit "A" attached hereto and
incorporated herein for all purposes; and
WHEREAS, LICENSEE requests the consent of the CITY, to install or cause to be
installed a below ground fiber optic telecommunications cable ( "IMPROVEMENTS ") within
City right -of -way as shown in Exhibit "B" attached hereto and incorporated herein for all
purposes; and
WHEREAS, LICENSEE has requested the CITY allow the use and occupancy of the
right -of -way for LICENSEE's IMPROVEMENTS;
NOW THEREFORE, in consideration of the covenants contained herein and other
valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. Purpose: CITY hereby grants LICENSEE a license, pursuant to the terms of this
AGREEMENT, for the purpose of installing a fiber optic telecommunications cable
( "PERMITTED IMPROVEMENTS ") within CITY right -of -way being more particularly shown
on Exhibit "C" attached hereto and incorporated herein for all purposes.
2. Term: The term of this AGREEMENT shall be perpetual, subject, however, to
termination by the CITY as provided herein.
3. Fee: In consideration for the rights and privileges agreed to under this AGREEMENT,
LICENSEE agrees to pay CITY each year a sum (the"rate ") equal to one dollar ($1.00) per
lineal foot of fiber optic cable installed within the Public Right -of -Way of the CITY, including
street crossings, subject to the following rate adjustments. The rate set forth above shall be
subject to adjustment annually to reflect any increase in the CPI. "CPI" as used herein shall
mean the revised Consumer Price Index for all Urban Consumers (CPI -U), all items, published
by the United States Department of Labor, Bureau of Labor Statistics 1982 -1984 = 100. In the
event the U.S. Department of Labor, Bureau of Labor Statistics ceases to publish the CPI, the
License Agreement - Page 1
SS26114
CITY and LICENSEE agree to substitute another equally authoritative measure of change in the
purchasing power of the U.S. dollar as may be then available so as to carry out the intent of this
provision.
The rate of $1.00 per lineal foot shall remain effective for a period of one year from date of the
commencement of operations under this AGREEMENT ( "COMMENCEMENT DATE'). On
each anniversary of the COMMENCEMENT DATE, the rate shall be adjusted as above
mentioned by the same percentage as there is a percentage increase, if any, between the CPI as
published either for the month preceding the COMMENCEMENT DATE or the most recent
such CPI, whichever is later, and that published for the month immediately preceding the current
anniversary of the COMMENCEMENT DATE. Such fee shall be due and payable on or before
the beginning of the fiscal year commencing October 1 st of each year. Whenever an application
is approved prior to the end of the current fiscal year, said fee shall be pro -rated for the remainder
of the fiscal year and shall be payable upon approval of application.
4. Non - exclusive: This AGREEMENT is nonexclusive and is subject to any existing
utility, drainage or communications facility located in, on, under or upon the right -of -way or
property owned by CITY, any utility or communication company, public or private, to all vested
rights presently owned any utility or communication company, public or private for the use of
the CITY right -of -way for facilities presently located within the boundaries of the right -of -way
and to any existing lease, license, or other interest in the right -of -way granted by CITY to any
individual, corporation or other entity, public or private; further, the CITY reserves the right to
locate or use said right -of -way for any public purpose, including but not limited to traffic control
devices and other appropriate public purposes; in the event of any such use by the City which
would result in relocating the use granted herein, LICENSEE shall remove such use at its sole
expense.
5. Environmental Protection: LICENSEE shall not use or permit the use of the property
for any purpose that may be in violation of any laws pertaining to the health of 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. 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 all steps
necessary to ensure that no such hazardous substance or- solid waste will ever be discharged onto
the property or adjoining property by LICENSEE. 'The terms "hazardous substance" and
"release" shall have the meaning specified in CERCLA and the term "solid waste" and "disposal
(or dispose)" shall have the meaning 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, to the extent that the laws of the State of Texas establish a meaning for
hazardous substance, release, solid waste, or disposal which is broader than that specified in the
License Agreement - Page 2
SS26114
CERCLA or RCRA, such broader meaning shall apply. LICENSEE shall indemnify and hold
CITY harmless against all costs, environmental clean up to the property and surrounding CITY
property resulting from LICENSEE's use of the property under this AGREEMENT.
6. Use of the public right -of -way:
(A) LICENSEE's PERMITTED IMPROVEMENTS shall be installed, operated and
maintained in such manner as will, consistent with reasonable necessity, least interfere
with other public uses of the right -of -way, and in accordance with plans and
specifications submitted to and approved by the Engineering Department of the CITY.
No construction shall commence until such plans and specifications have been approved
by the Engineering Department of the CITY.
(B) Except in cases of emergency, LICENSEE shall give at least forty-eight (48)
hours notice of its intent to excavate or disturb the surface of any right -of -way to the
Director of Public Works of the CITY. After such excavation or disturbance, the
LICENSEE shall, with due diligence and dispatch, place the right -of -way in a condition
acceptable to the CITY. LICENSEE shall notify CITY the next business day of any
emergency work undertaken.
(C) CITY reserves the right to make and enforce reasonable regulations concerning
the construction, operation, and maintenance of LICENSEE's PERMITTED
IMPROVEMENTS located along, across, over, or under the right -of -way and to
reasonably designate where the PERMITTED IMPROVEMENTS shall be placed.
7. Minimum Specifications: The PERMITTED IMPROVEMENTS shall conform to the
following minimum specifications ( "MINIMUM SPECIFICATIONS "):
(A) The depth of conduit, measured from the top of the conduit to the surface of
ground shall be a minimum depth of soil of sixty (60) inches and at a ditch crossing, a
minimum depth of sixty (60) inches.
(B) With the street right -of -way, with the exception of road crossings and driveways,
a four (4) inch PVC conduit, with two (2) innerducts, encased with a four (4) inch cap of
concrete shall be used. A three- fourth (3/4) inch fiber cable shall then be pulled through
the conduit in place.
(C) Under all road crossings and driveways a four (4) inch, black steel pipe will be
installed by jacking or dry boring, maintaining a depth of forty-eight (48) inches below
the surface of the road.
License Agreement - Page 3
SS26114
(D) Trenching shall be promptly backfilled with earth and tamped with a mechanical
tamper at six (6) inch lifts, so that the earth is restored to original grade to assure no
hazard to vehicular, animal, or pedestrian traffic. All open trenches will be properly
guarded or barricaded to prevent damage or injury.
(E) All cable, where practical, shall be located to cross roadbed at approximately right
angles thereto. No cable shall be placed at any culvert within five (5) feet of the closed
point of same.
(F) In areas of potential erosion the areas are to be sodded and watered for erosion
control.
(G) Operations along roadways, walkways, and sidewalks shall be kept clear of
excavated material or other obstructions at all times. Barricades, warning signs and
lights, and flagmen, when necessary, shall be provided by the contractor or LICENSEE.
One half of the traveled portion of the road must be open at all times.
(I) Damage to banks, ditches, roads, fences, lawns, shrubbery, drives, and any other
property caused from the equipment and installation of the communication system shall
be immediately repaired to the satisfaction of the public authorities having jurisdiction
over the right -of -way involved, at the cost of the LICENSEE.
(G) Upon completion of the installation of the utility, "As Built" or "Record
Drawings" should be provided as per the CITY's Subdivision Ordinance Section XV.
8. Inspection and Fee.
(A) CITY shall have the right to inspect any construction as it progresses and when it
is completed, in order to assure compliance with all applicable rules, regulations, and
laws. CITY may at any time order LICENSEE to remove or abate any conditions that
CITY deems dangerous to the health, safety, or welfare of life or property. If LICENSEE
fails or refuses to remove or abate such condition, CITY shall cause the removal or
abatement at the sole expense of the LICENSEE. LICENSEE shall not be entitled to
compensation or reimbursement nor shall CITY be liable for any damages to the
PERMITTED IMPROVEMENTS occasioned by the removal or abatement of any
dangerous condition, as determined by the CITY'
(B) A fee in the amount of one dollar ($1.00) per lineal foot of fiber optic cable laid
within the right -of -way shall be assessed for the inspection of the construction of the
IMPROVEMENTS. This fee shall be paid at the time application is made for a permit to
use the right -of -way for any purpose granted by this AGREEMENT, and shall be in
addition to any fee levied for the use of the Public Right -of -Way.
License Agreement - Page 4
SS26114
9. Maintenance: The LICENSEE, or its assignee, agrees to maintain the PERMITTED
IMPROVEMENTS to the MINIMUM . SPECIFICATIONS for the duration of this
AGREEMENT. In the event that the PERMITTED IMPROVEMENTS are not maintained to
the MINIMUM SPECIFICATIONS, CITY will notify LICENSEE in writing of such failure in
sufficient detail so as to apprise LICENSEE. LICENSEE shall have fourteen (14) days to bring
the PERMITTED IMPROVEMENTS into compliance with the MINIMUM SPECIFICATIONS.
However, if after fourteen (14) days the PERMITTED IMPROVEMENTS have not been
brought up to the MINIMUM SPECIFICATIONS, the CITY may maintain or cause to be
maintained the PERMITTED IMPROVEMENTS and assess all costs incurred to CITY for such
maintenance against LICENSEE.
10. Mechanic's liens not permitted: LICENSEE shall fully pay all labor and materials used
in, on or about the property and will not permit or suffer any mechanic's or material man's liens
of any nature be affixed against the property by reason of any work done or materials furnished
to the property at LICENSEE's instance or request.
11. Future City use: This AGREEMENT is made expressly subject and subordinate to the
right of CITY to use the property for any public purpose whatsoever. In the event that CITY
shall, at any time subsequent to the date of this AGREEMENT, at its sole discretion, determine
that the relocation or removal of the PERMITTED IMPROVEMENTS shall be necessary or
convenient for CITY's use of the property, LICENSEE shall at its sole cost and expense make or
cause to be made such modifications or relocate said PERMITTED IMPROVEMENTS so as not
to interfere with the CITY's or CITY's assigns use of the property. A minimum of thirty (30)
days written notice for the exercise of the above action shall be given by CITY and LICENSEE
shall promptly commence to make the required changes and complete them as quickly as
possible or reimburse CITY for the cost of making such required changes.
12. Duration of License: This AGREEMENT shall terminate and be of no further force and
effect in the event LICENSEE shall discontinue or abandon the use of the PERMITTED
IMPROVEMENTS or in the event LICENSEE shall remove the PERMITTED
IMPROVEMENTS from the property or upon termination by CITY whichever event first occurs.
13. Compliance with laws: LICENSEE agrees to abide by and be governed by all laws,
ordinances and regulations of any and all governmental entities having jurisdiction over the
LICENSEE.
14. Indemnification: LICENSEE shall defend, protect and keep CITY forever harmless and
indemnified against and from any penalty, or any damage, or charge, imposed for any violation
of any law, ordinance, rule or regulation arising out of the use of the property by the LICENSEE,
whether occasioned by the neglect of LICENSEE, its employees, officers, agents, contractors or
assigns or those holding under LICENSEE. LICENSEE shall at all times defend, protect and
License Agreement - Page 5 ss26114
indemnify and it is the intention of the parties hereto that LICENSEE hold CITY harmless
against and from any and all loss, cost, damage, or expense, including attorney's fee, arising out
of or from any accident or other occurrence on or about the property causing personal injury,
death or property damage resulting from use of property by LICENSEE, its agents, employees,
customers and invitees, except when caused by the negligence or willful misconduct of CITY, its
officers, employees or agents, and only then to the extent of the proportion of any fault
determined against CITY for its willful misconduct. LICENSEE shall at all times defend,
protect, indemnify and hold CITY harmless against and from any and all loss, cost, damage, or
expense, including attorney's fees arising out of or from any and all claims or causes of action
resulting from any failure of LICENSEE, its officers, employees, agents, contractors or assigns
in any respect to comply with and perform all the requirements and provisions hereof.
15. Action upon termination: At such time as this AGREEMENT may be terminated or
canceled for any reason whatsoever, LICENSEE, upon request by CITY, shall either (i) remove
all PERMITTED IMPROVEMENTS and appurtenances owned by it, situated in, under or
attached to the CITY and shall restore such property to substantially the condition of the property
prior to LICENSEE's encroachment at LICENSEE's sole expense; or (ii) abandon all
PERMITTED IMPROVEMENTS and appurtenances in place.
16. Assignment: LICENSEE shall not assign or transfer its rights under this AGREEMENT
to any other person or entity without the prior written consent of CITY, which consent will not
be unreasonably withheld. Any assignment agreement shall be in writing and a duly executed
copy of same shall be filed with the CITY's City Engineer.
17. Termination: This AGREEMENT may be terminated in any of the following ways:
a. Written agreement of both parties;
b. By CITY giving LICENSEE thirty (30) days prior written notice;
C. By CITY upon failure of LICENSEE to perform its obligations as set forth in this
Agreement, if LICENSEE has not cured any failure within thirty (30) days of
written notification by CITY of such failure.
18. Notice: When notice is permitted or required by this Agreement, it shall be in writing
and shall be deemed delivered when delivered in person or when placed, postage prepaid in the
United States mail, certified return receipt requested, and addressed to the parties at the address
set forth below. Either party may designate from time to time another and different address for
receipt of notice by giving notice of such change or address.
License Agreement - Page 6 SL6114
to CITY: Ken Griffith, P.E.
Director of Engineering & Public Works
City of Coppell
255 Parkway'Blvd.
P.O. Box 478
Coppell, Texas 75019
to LICENSEE: Andy Robertson
Project Manager
POWER Engineers, Inc.
1111 N. Floyd Road
Suite G
Richardson, Texas 75080
19. Attorney's 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
shall be entitled to recover court cost and reasonable attorney's fees from the non - prevailing
Pty•
20. Governing law: This AGREEMENT is governed by the laws of the State of Texas; and
venue for any action shall be in Dallas County, Texas.
21. Binding effect: This AGREEMENT shall be binding upon and inure to the benefit of the
executing parties and their respective heirs, personal representatives, successors and assigns.
22. Entire Agreement: This AGREEMENT embodies the entire agreement between the
parties and supersedes all prior agreements, understandings, if any, relating to the property and
the matters addressed herein and may be amended or supplemented only by written instrument
executed by the party against whom enforcement is sought.
23. Recitals: The recitals to this Agreement are incorporated herein by reference.
24. Legal construction: The provisions of this AGREEMENT are hereby declared
covenants running with the property and are fully binding on all successors, heirs, and assigns of
LICENSEE who acquires any right, title, or interest in, or to the property or any part thereof.
Any person who acquires any right, title, or interest irf or to the property, or any part hereof,
thereby agrees and covenants to abide by and fully perform the provisions of this AGREEMENT
with respect to the right, title or interest in such property.
License Agreement - Page 7 ss26114
EXECUTED this 20-1,Kday of
• CIT
Lo
ATTEST:
1999.
By:
LIBBY BAL RIM CITY SECRETARY
EXECUTED this day of 1999.
TOUCH AMERICA, INC.
B.
PATRIC OGAN,
GENERAL MANAGER -- OPERATIONS
License Agreement - Page 8 ss26114
LICENSEE'S ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _ day of . 1999,
by Patrick M. Hogan, General Manager - Operations of Touch America, Inc., on behalf of said
corporation.
Notary Public, State of Texas
My Commission expires:
License Agreement - Page 9
SS26114
CITY'S ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me
1999, by Candy Sheehan, Mayor of the City of Coppell,
said municipality.
My Commission Expires: • to"I ""Ote#i
G•
•••�� OF rEXwS
".. "Z -2000 ..�••••
License Agreement - Page 10
)n the 2e L"wday o
Texas, a Texas munic 'ty, o half of
Notary Public, Sfa of Texas
SS26114
011:
RIGHT -OF -WAY
License Agreement - Page 11
SS26114
Jul 08 99 05:30p Andy Roberson 972 - 238 -9232 p.2
EXHIBIT A
SEE MAP FOR ROUTE SCHEMATIC
Below Ground Fiber Optic Telecommunications Cable to be placed in 18' ROW on South side of
Sandy Lake (60' ROW) Road from Texas DOT property at State Hwy 121 and is to be placed 5'
from edge of pavement which equals 11-13'-from ROW boundary. It shall cross Royal Lane and
continue in a southerly direction on the East side of Royal Lane, 7 -10' from edge of pavement in
the existing 130' ROW of Royal Lane, which would make it 39-42' from ROW boundary. The
ROW decreases to 100' approximately 325' from the intersection of Royal and Sandy Lake
Road, which would then make it 24 -27' from ROW boundary. This placement and ROW
dimensions remain consistent to Bethel Road. At Bethel Road the route turns East on to the
North side of Bethel Road (ROW dimensions — 82'). Our placement wi8 be 12 -15' off edge of
pavement, which equals 19-22' from ROW boundary. Approximately 1930 -1940' East from the
intersection of Royal Lane and Bethel Road, the ROW changes'to 72'. We will remain 12' -15'
off the edge of pavement which now equals 14' -17' from the ROW boundary. This will remain
constant until we cross Bethel Road and head South on the East side of Freeport Pkwy. (ROW
Dimension 920).
The placement will be 5' -7' off the edge of pavement which equals 9' -11' off ROW boundary.
Right of Way changes to 80' from 92' approximately 900' South of Gateway Blvd., and then it
will be 5' off edge of pavement and 5' from ROW boundary due to a 60' road width. This will be
constant for the remainder of Freeport Pwky., until we reach TX DOT Property at Interstate
Highway 635 and the end of the City of Coppell City Limits.
Jul 08 99 05:30p Andy Roberson
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License Agreement - Page 12 SS26114
Ju1 08 99 05:30p Andy Roberson 972 - 238 -9232
P-4
TOUCH AMERICA, INC., a wholly owned subsidiary of the Montana Power Company, is planning on
placing Foot (4) - Two (2) inch HDPE Conduits through the City of Copp ell. Touch America, Inc., will
then pull One (1) -One Hinted and Forty- Four ( 144) Fier Optic Cable- through One (1) of the Conduits.
The other Three (3) Conduits will be reserved for future Long Distance Communication needs of Touch
America. The Conduits and Fiber Optic Cable will be used for Long Distance only with no plans for any
local service to the City of Coppa
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PERMITTED EWROVEMENTS
License Agreement - Page 13
SS26114
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Submit
to the
DRY BORE / STREET CUT / SAW CUT
PERMIT
IN
RIGHT -OF -WAY / EASEMENT
Town Center, 255 Parkway Blvd.
Date: 7 — PERMIT FEE: $100.00 '
(No charge to Utility Companies with approved Franchise/ROW Use Agreement)
0 Plans provided and approved
(Erosion Coiafrol /safety fences must be installed prior to beginning work)
Project Name/Location: --TZ -f 777) 717 7-,, Tyr /,.J -7--)r
General Contractor: _-7.)kdz!T7
Permit issued to Company/Representative: � �/ Il.(14 ►yt. l C_
0-w 6Lr--
Address: z"!591 VAAJ A n.t ar 00 t47-V ROAD 4871 _
Telephone #: a 3 -- $4 —Z*7+7 Emergency Telephone #:11?— — e 31,
Utility Company Represented:
OTXU OLone Star OGTE OSWBeIl OParagon
O CoServe Comm O CoServe Electric L- her
If "Other " is checked, please note that franchise or right-of-way use agreenw& will be required
and need Council approval prior to beginning work. Permit be approved until that time.
General Description of work (provide copy of approved pkw):
-MMr= --fs, : TLv4 OF A t=- (QE2. O PTl C
O K t; J = / N 9
Was contact made with City and/or utility companies to locate existing utilities?
if NO, Reason: YES i NO O
Is removal of existing streets, alleys or sidewalks necessary? YES O NO
YES, mast have
ty inspection prior to concrete repkrcement
aewba'M
,Dry Bore / Street Cut / Saw Cut Permit
Representatives) of the Contractor must
Coppell. which adhere to all cons Maion standards
includes but is not approved by the City
requirements(densiry tests limited to: Erosion Control Ordinance, co of
the Texas Manual on Uniform T e required at the appliamts eXpe)cn mpaction
condition as before the commencement Control D� ces. drea(s) q�e�ed 8 cording to
of work radin dr • must be restored to as good
g• aurage, vegetation, and erosion control).
Any excavation requiring closing of a street/alley must be repot prior to closi th
8 to e following:
Police Department a 972/304 -3600 n
Fire Department @ 972/304 -3500
Street Department a 972/304 -3546
Engineering Department a 972/304 -3679
Attach barricade plan / trench safety Plan if a lane or street closure is re
Note: Street closures are allowed from 9: G�0 a m until � •m „ .,, 4iured.
City Engineer. �•� Qn- unless otherwise approved by
Attach Work Order (franchise only).
Contact must be made with Ciry and utility companies to locate eztstirtg utiles
beginning of work. 48 hours Prior to
Signature o ✓
�' Co'mPany Representative
�n a of C r Representative
Signature of City Represen tive
OU
Comments: 11 S 0 —/'11
Note:
Date
— <'
Dale -
Notify City Inspector at 9721304 -3679 prior to beginning xork and prior to ll r
concrete, trench, ditch and open pit inspections. f°
(Bad,lu nutst meet all construction standards approved by the City of Cop ell.
P )
Applicant shall indemnify and forever hold harmless against each and every clai
'f action that may made or come against it by reason of or t m' demand closure,
cause
'loctng, erca�ng, cutting, tunneling, or other werk the f lic arising °u °f the clasure,
if such permit is granted. �' applicant under permit from the City,
Received From
p�
INVOICE DATE DESCRIPTION
y b
Address _
a' ^N
7/30/99
i
O
$19,588.00
(0p
_
:$19: ,588.00 j
For
` a. c.
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AM- .F
AG:- r'
Am- =A._
BA-AN CE
TOUCH AMERICA, INC. A Montana Power Company
Date 9—,5--g J _ %
CRASH
D!) CHECK
f.'CNP 9CE9C1 j
VENDOR NO. DATE
Dollars $ / C%_
CHECK NO.
INVOICE NUMBER
INVOICE DATE DESCRIPTION
GROSSAMOUNT
DISCOUNTS /ADJUSTMENTS!
PAYMENT AMOUNT
7/30/99
i
7/30/99 Permit /License Fee
�
i
I
Hand check
$19,588.00
0.00
I
I
$19,588.00
I
:$19: ,588.00 j
0.00 !
•US BANKHAVRE• .29034929
130 North Main US BANK MONTANA
Butte, MT 59701 NATIONAL ASSOCIATION
Touch America 235 FIRST STREET 93 -38
Tbs .Nuarana ?mi -v Trop; —e( .—y HAVRE, MT 59501 929
7D/ATE. CHECK AMOUNT
PAY NINETEEN THOUSAND FIVE HUNDRED EIGHTY EIGHT AND NO 1100 DOLLARS $ 19,588.00
TO THE CITY OF COPPELL
DER
OF COPPELL,TE%AS
Counter nature requ ed on c eckE over S25,000.00
II' 290349 2911' 1:09 2900 38 31: L5064830866911'