ST9604-CN 980310 (2) ~ ~0~ 30"
INORTH
33" 33" 33"
ELT LINE ROAD
pROPOSED 12" SANITARY
2 SEWER CROSSING
1 1
GUNNER SUBDIVISION
AGREEMENT # 980506
LICENSE AGREEMENT
THIS Agreement, by and between DALLAS AREA RAPID TRANSIT ("DART"), a
regional transportation authority, created, organized and existing pursuant to Chapter 452, Texas
Transportation Code, formerly Article 111By, V.A.T.C.S., as mended (the "Act") and CITY OF
COPPELL, a municipal corporation, CLicensee"), acting herein by and through its duly
authorized city manager, whose mailing address is P. O. Box 478, Coppell, Texas 75019.
WITNE S SETH:
1. Purpose. DART hereby grants a license to Licensee for the purpose of constructing,
installing, operating and maintaining one 12-inch wastewater main (the "Permitted
Improvements") crossing near Fairway Drive, Mile Post 605.65 in Coppell, Dallas County, Texas,
more particularly described as shown in Exhibits "A-I" and "A-2" attached hereto and
incorporated herein for all pertinent purposes, (the "Property').
The Property shall be used by Licensee solely for the purpose of constructing, installing,
operating and maintaining the Permitted Improvements (the "Permitted Use"). Licensee's right to
enter upon and use the Property shall be limited solely to the Permitted Use and the Permitted
Improvements.
2. Term. The term of this License shall begin on the 1st of February, 1998 (the "Term")
and continue therea~er until terminated by either party as provided herein.
3. Consideration.
3.01. The consideration for the granting of this License shall be (a) payment by
Licensee to DART the sum of THREE HUNDRED AND NO/100 ($300.00) DOLLARS per
annum, payable annually in advance (the "Licensee Fee"), and (b) the performance by Licensee of
each of the obligations undertaken by Licensee 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 $25.00 to help offset the administrative cost involved in handling such late
payment.
3.03. For any payment not received by DART by the l$th day after it is due,
such payment shall 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 company, located within the boundaries
Gunner Subdivision I of 6
of the Property; and (c) to any existing lease, license or other interest in the Property granted by
DART to any individual, corporation or other entity, public or private.
5. Design, Construction, Operation and Maintenance. DART's use of the Property and
adjoining property may include the use of electrically powered equipment. Notwithstanding
DART's inclusion within its system of measures 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 Improvements 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.
'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. Such approval shall not be unreasonably withheld. No work shall
commence until said plans have been approved by DART.
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 hazard 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 license, Licensee covenants and agrees to institute and
maintain a reasonable testing program to determine whether or not additional cathodic protection
of its Permitted Improvements is necessary 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. Governmental Approvals. Licensee, at its sole cost and expense, shall be responsible
for and shall obtain, any and all licenses, permits, or other approvals from any and all
governmental agencies, federal, state or local, required to carry on any activity permitted herein.
7. DART's Standard Contract and Insurance. No work on the Property shall be
commenced by Licensee or any contractor for Licensee until such Licensee or contractor shall
have executed DART's Standard Contractor's Agreement covering such work, and has furnished
insurance coverage in such mounts and types as shall be satisfactory to DART.
8. Duty of Care in Construction. Licensee or its contractor shall use reasonable care
during the construction period and therealter, to avoid damaging any existing buildings,
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
Gunner Subdivision 2 of 6
damage to the Property or such adjacent properly, 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 right, but not the
obligation, to make or effect any such repair or replacement at the sole cost and expense of
Licensee, which cost and expense Licensee agrees to pay to DART upon demand.
9. Environmental Protection.
9.01. Licensee shall not use or permit the use of the Property for any purpose that
may be in violation of any laws pertaining to health or the environment, including without
limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980
CCEKCLA"), the Kesource Conservation and Kecovery Act of 1976 CKCRA"), 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 all steps necessary to insure that 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" and "release" shall have the meanings
specified in CEKCLA and the terms "solid waste" and "disposal" (or "disposed") shall have the
meanings specified in the KCKA; PKOVIDED, 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 "disposal", which is broader than that specified
in either CERCLA or RCRA, such broader meaning shall apply.
9.04. Licensee shall indemnify and hold DART and Railroad harmless against all
cost of environmental clean up to the Property resulting from Licensee's use of the Property under
this Agreement.
10. Mechanic's Liens Not Permitted. Licensee shall fully pay for all 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 maintained by the Licensee in 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 as required, upon discovery, DART shall notify Licensee of such
occurrence in writing. In the event Licensee 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 agr.ees to immediately pay to DART all costs incurred by
DART upon demand.
Gunner Subdivision 3 of 6
12. Future Use by DART.
12.01. This license is made expressly subject and subordinate to the right of
DART to use the Property for any purpose whatsoever.
12.02. In the event that DART shall, at any time subsequent to the date of this
Agreement, at its sole discretion, determine that the relocation of the Permitted Improvements
shall 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 DARTs or DARTs
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.
Relocation will occur within thirty (30) days, unless extended by mutual agreement of the parties.
13. Relocation Benefits. The parties 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, regarding the payment of any and
all 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 ofno further force and effect
(a) in the event Licensee shall discontinue or abandon the use of the Permitted Improvements; (b)
in the event Licensee shall 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 all laws, ordinances and regulations of any and all governmental entities having
jurisdiction over the Licensee and by railroad regulations, policies and operating procedures
established by the Railroad, or other applicable railroad regulating bodies, and Licensee agrees to
indemnify and hold DART hamless from any failure to so abide and all 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 regulation arising 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 all times protect, indemnify and it is the express
intention of the parties hereto that Licensee hold DART and Railroad harmless against and
from any and all loss, cost, damage or expense, including attorney's fees, arising out of or from
any accident or other occurrence on or about said Property resulting from use of the Properly by
Licensee, its officers, employees, agents, customers and invitees;
Gu~ne~ Subdivision 4 of 6
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, officers, agents, contractors or assigns in
any respect to comply with and perform all the requirements and provisions hereof.
17. Action Upon Termination of License. At such time as this license may be terminated
or cancelled for any reason whatever, Licensee, upon request by DART, shall remove all
improvements and appurtenances owned by it, situated in, under or attached to the Property and
shall restore the Property to the condition existing at the date of execution of this License, at
Licensee's sole expense.
18. Assignment. Licensee shall not assign or transfer its fights under this Agreement in
whole or in pan, or permit any other person or entity to use the License hereby granted 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 following
ways:
19.01. Written Agreement of both parties;
19.02. By either party giving the other party 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 Agreement.
20. Miscellaneous.
20.01. 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 U.S. Mail, Certified, Return Receipt Requested, and addressed to the parties at the
following addresses:
DART: Dallas Area Rapid Transit
P. O. Box 660163
Dallas, Texas 75266-7210
Attention:: Railroad Management
LICENSEE: City of Coppell
P. O. Box 478
Coppell, Texas 75019
Attention: City Engineer
Either party may from time to time designate another and different address for receipt of
notice by giving notice of such change of address.
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
Gunner Subdivision 5 of 6
Agreement shall be entitled to recover court costs and reasonable 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 mended or supplemented only by a
written instrument executed by the party against whom enforcement is sought.
20.05. Parties 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 gender used in this Agreement shall be
held and construed to include any other gender; and words in the singular shall include the plural
and vice versa, unless the text clearly requires otherwise.
IN WITNESS WHEKEOF, the parties have executed this Agreement in multiple originals
this 10th day of March, 1998.
Vice President
Commuter Pail & Railroad Management
Printed f4ame:
Title: ,rg'Ta~r-
APPROVED AS TO FORM:
O~Ce of DART General Counsel
Gunner Subdivision 6 of 6
' 0C?-I~?-1997 1~: 14 "qMNUTER R~IL CTRE) -' 214 ?49 ~9 P.~4
01RECTION RELATIVE TO CRO551~ RE . 0~01-90
APPLICATION FOR ENCASED ,
.. f NON-FLAMMABLE PIPELINE CROSSING
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H) DISTANCE FRN CENTER tINE 0F TRACK TO NEAR FACE OF
JAGKING PITS WHEN (ASURED AT ~ ~GLES TO TRACX " "
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OPTIC CABLE__DOES ;__~[5 ~T; DIST IN VICINITY OF ClTKTg
CARSON-SALCEDO-McWII.;LIAMS, INC.
1201 Main Street Suite 1530 SHEET NO. OF..
DALLAS, TEXAS 75202
(214) 741-4640 C,~CU~TSD mY OATS ..
FAX (2 14) 741'46 10 CHSC~D
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Dallas Area Rapid Transit
P.O. Box 660163
Dallas, Texas75266-0163
214/749-3278
June 5, 1998
Mr. Michael A. Martin, P.E.
Asst. City Engineer
City of Coppell
P. O. Box 478
Coppell, Texas 75019
Re: License Agreement No. 980506 covering a 12-inch wastewater pipeline crossing the Cotton
Belt Line near the proposed Fairway Drive in Coppell
Dear Mr. Martin:
Enclosed is a fully-executed agreement as referenced above. Should you need to contact us in the
future regarding this document, please reference the agreement number above.
Please forward the first annual rental in the amount of $300 at your ea~iest convenience. Please
contact me at (214) 749-2917 if I can be of assistance with future access of DART-owned
property.
Sincerely,
Jan Seidner
Manager, Railroad Facilities
Commuter Rail & Railroad Management
JMS:
Enclosure