ST9802-CS 990519 (2) NICHOLS, JACKSON, DILLARD, HAGER & SMITH, L.L.P.
ROBERT L. DILLARD III Attorneys &Counselors at Law BRUCE A. STOCKARD
ROBERT E. HAGER 1800 Lincoln Plaza JOHN F. ROEHM III
JASON C. MARSHALL
PETER G. SMITH 500 North Akard J. DAVID DOOD III
DAVID M. BERMAN
Dallas, Texas 75201 CHRISTOPHER D. LIVINGSTON
(214) 965-9900
Fax (214) 965-0010 ROBERT L. DILLARD, JR.
E-mail NJDHS @ NJDHS,com H. LOUIS NICHOLS
LAWRENCE W, JACKSON
OF COUNSEL
May 19, 1999
Kent Collins, E.I.T.
Graduate Engineer
City of Coppell
255 Parkway Boulevard
P.O. Box 478
Coppell, Texas 75019
RE: Licensing Agreement for Dh,idend Drive
Dear Kent:
Enclosed herewith is a copy of a &aft of a proposed licensed agreement for the concrete
paver at the intersections and traffic circles for Dividend Drive as depicted on the Exhibit which
has been provided to us. For back up information, I do need to verify whether Dividend Drive is
in fact a dedicated street to the City or whether the City owns fee simple to that portion of
Dividend Drive.
Also, rather than just referring to Exhibit "A" as Dividend Drive median, I am going to
refer to Dividend Drive at its intersection with Freeport Parkway. I will need to know how far
east/northeast Dividend Drive goes to w.hicl: portion of Dividend Drive is governed by this
Agreement. For example, ! would indicate that Dividend Drive, "at its intersection with Freeport
Parkway going east/southeast appropriate 1000 feet from said intersection." That way the
Agreement would only extend on that portion of Dividend Drive that is depicted by Exhibit "A"
but would also give an additional benchmark to determine the extent of the license. Therefore, I
need that additional information as well as the appropriate name of the licensee.
I will also need some kind of Board of Director Resolution from the property owners
association approving and/or requesting this Agreement and agreeing to the terms so that it may
be filed with the City for future reference. Please check paragraph 7 of the draft regarding the
maintenance to ensure that would be sufficient to meet the City's needs after input from your
department and Public Works.
26127
Thank you for your time and consideration. I will await fbr further instructions regarding
this Agreement.
Very truly yours,
NICHOLS, JACKSON, DILLARD,
HAGER ' T , L.L.P.
By: Robert E. Hager
REH/cdb
enclosure
NICHOLS, JACKSON, DILLARD, HAGER & SMITH, L.L.P.
STATE OF TEXAS §
§ LICENSE AGREEMENT
COUNTY OF DALLAS §
This Agreement ("AGREEMENT") is made by and between City of Coppell, Texas
(hereinafter referred to as "CITY") and Catellus Development Corporation (hereinafter referred
to as "LICENSEE") acting by and through their authorized representatives.
WITNESSETH:
WHEREAS, LICENSEE requests the consent of the CITY, to install or cause to be
installed three concrete paver intersections and greenway median (hereinafter referred to as the
"IMPROVEMENTS") within City right-of-way commonly known as Dividend Drive from its
intersection with Freeport Parkway east/southeast __ hundred feet, more or less, from said
intersection, as shown on the attached Exhibits "A", "B", "C", and "D" and incorporated herein
for all purposes; and
WHEREAS, CITY owns the fight-of-way described in Exhibit "E" 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 the IMPROVEMENTS within CITY right-of-way
being more particularly shown on Exhibits "A", "B", "C", and "D" 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. 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
License Agreement - Page 1 P t ~ ~ ~ SS26096
4, Environmental Pr0tection: 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 CCERCLA"), the resource conservation and recovery act of 1976
C'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 mended 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
bnTardous substance, release, solid waste, or disposal which is broader than that specified in the
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.
5. l~[eehpni¢'s Hens 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.
6. 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, deternine
i,~that the relocation or removal of the IMPROVEMENTS shall be necessary or convenient for
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.
7. ~ain~enance: The LICENSEE, or its assignee, agrees to maintain the
IMPROVEMENTS for the duration of this AGREEMENT to the satisfaction of the CITY. In
the event that the IMPROVEMENTS are not maintained to the satisfaction of CITY, CITY will
notify LICENSEE in writing of such failure in sufficient detail so as to apprise LICENSEE.
LICENSEE shall have thirty (30) days to bring the IMPROVEMENTS into satisfactory
maintenance. However, if after thirty (30) days the IMPROVEMENTS have not been
License Agreement - Page 2 ss26096
' ~ I' V I I I
satisfactorily maintained, the CITY may maintain or cause to be maintained the
IMPROVEMENTS and assess all costs for such maintenance against LICENSEE.
8. 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 IMPROVEMENTS 6r
in the event LICENSEE shall remove the IMPROVEMENTS from the property or upon
termination by CITY whichever event first occurs.
9. 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.
10. 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
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 attomey'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 attomey'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.
11. 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 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
IMPROVEMENTS and appurtenances in place.
12. Assignment: LICENSEE shall not assign or transfer its rights under this AGREEMENT
to any other person or entity without the prior consent of CITY, which consent will not be
unreasonably withheld.
License Agreement - Page 3 ss26096
13. 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.
14. 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 remm 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.
to CITY: Ken Grifi~ nj e.
City Engineer
City of Coppell
255 Parkway Blvd.
P.O. Box 478
Coppell, Texas 75019
to LICENSEE:
15. Afiornev'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 Agreemere
shall be entitled to recover court cost and reasonable attomey's fees from the non-prevailing
party.
16. 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.
17. Bindilt_~ 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.
18. Entire A_~reement: 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.
License Agreement - Page 4 ss26096
19. Recitals: The recitals to this Agreement are incorporated herein by reference.
20. 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 in 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.
EXECUTED this __day of ,1999.
CITY OF COPPELL
By:
CANDY SHEEHAN, MAYOR
ATTEST:
By:
KATHLEEN ROACH, CITY SECRETARY
By:
Name:
Title:
License Agreement - Page 5 ss26096
LICENSEE'S ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on the ~ day of , 1999,
by , of
, on behalf of said
Notary Public, State of Texas
My Commission expires:
License Agreement - Page 6 ss26096
CITY'S ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on the ~ day of .,
1999, by Candy Sheehan, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of
said municipality.
Notary Public, State of Texas
My Commission Expires:
License Agreement - Page 7 ss26096
255 Parkway Blvd
Coppell, TX 75019
Phone: (972)304-3679
Fax: (972)304-3570
ENGINEERING DEPARTMENT
FAX COVER SHEET
To: Todd Jackson From: Kent Collins
Fax: Date: 6-29-99
Phone: Pag~: (including ~ver sh~t)
Re: CC:
[] Urgent [] For Review [] Please Comment [] Please Reply [] As Requested
-Comments:
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