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Gateway BP(2.3)-CN010629 RECORDS CENTER CITY OF COPPELL STATE OF TEXAS § § · LICENSE AGREEMENT COUNTY OF DALLAS § 1 5 8 E:,, 0 7 :~ 11/01/01 PgEO006 $57.00 ~ed 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 landscaping in the median (hereinafter referred to as the "IMPROVEMENTS") within City fight-of-way commonly known as Dividend Drive from its intersection with Freeport Parkway east/southeast 1,053 feet, more or less, from said intersection, as shown on the attached Exhibits "A", "B", "C", and "D" and Exhibits "E" through "M". indicating the landscaping and irrigation incorporated herein for all purposes; and WHEREAS, CITY owns the right-of-way described in Exhibit "N" attached hereto and incorporated herein for all purposes; and WHEREAS, LICENSEE has requested the CITY allow the use and occupancy of the fight-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. Improvements consist of brick pavers and all pavement and subgrade material underneath them, as shown in the attached 'exhibits and the medians in their entirety including the curb and all landscaping and irrigation systems as shown in Exhibits "E" through "M". 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 License Agreement - Page 1 SS26096 i t4 065.61 fights 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. 4. 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 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. 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. 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, determine that the relocation or removal of the IMPROVEMENTS shall be necessary or convenient for CITY's use of the property or safety considerations, LICENSEE shall at its sole cost and expense make or cause to be made such modifications or relocate said 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 exemise 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. Maintenance: The LICENSEE, or its assignee, agrees to maintain the IMPROVEMENTS for the duration of this AGREEMENT to the satisfaction of the CITY. In License Agreement - Page 2 ss26096 Qo,2 t 4 0 6 9 6 2 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 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 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 indenmified 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 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 negligence or 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. 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, provided, however, Licensee may assign its rights and obligations under License Agreement - Page 3 ss26096 1 06963 this Agreement (i) to any affiliate of Licensee, (ii) to any purchaser of Licensees real property adjacent to the Improvements, and/or (iii) to Gateway Business Park Owners Association, Inc. a Texas not-for-profit corporation (the owner's association created under that certain Declaration of Covenants, Conditions and Restrictions for Gateway Business Park II, Filed with the Dallas county, Texas County Clerk on January 16, 1998. 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 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. to CITY: Ken Griffin City Engineer City of Coppell 255 Parkway Blvd. P.O. Box 478 Coppell, Texas 75019 to LICENSEE: Catellus Commercial Group, L.L.C. 5720 LBJ Freeway, Suite 190 Dallas, Texas 75240 Attn: Asset Management With Copy to: Catellus Development Corporation. 201 Mission Street 2ad Floor San Francisco, CA 94105 Attn: Asset Management & General Counsel. 15. 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 party. License Agreement - Page 4 ss26096 oo 21 0696t, 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. Bindine 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 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. 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 29th day of June, 2001. CITY OF ~ By:-JIM WITT, CITY MANAGER ATTEST: LIBBY BALL, CITY SECRETARY License Agreement - Page 5 ss2~,0~ 2oo!2 Catellus Commercial Group, L.L.C. By: V \"-~ Title: ~1~. License Agreement - Page 6 5s20096 LICENSEE'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § This ipstmment was acknowledged b,ef0,re mep, n the ~._~_.,day of_~A~ C/2/ ,2001, ~ ~ ~.c~~ ~f~ on behalf of s~d CV'f~r~ ~. i1~, ~,,,~o~ Il~ Not~blic, State of ~ex~ =*' -= ~ ~MMISSION EXPIRES License Agreement - Page 7 ss2~,o~6 m0~2 i t~ 06967 CITY'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § Thi~ in~t~"l.[l~l*l~ wa~ a~know~ed~ ~or~ m~ {}ri th~ ~_..~a~ o~ ~ 2001, by Jim Witt, City Manager of the City of Coppell, Texas, a Texas mtmic~ity, on behalf of said municipality. "'1~o~ Publi~Stat¢ of Texas My Commission Expires: ."- - v :,:'.-'< -_ .. =. % License Agreement - Page 8 ss2~09~ 06968 EXHIBITS A-D IMPROVEMENTS License Agreement - Page 9 ss2r, oo6 zoo2 1 ~ 0 6 9 6 9 EXHIBIT "A" F~MtlBIT "A"- MEDIAN, oo .~o~.~'~'°~".~-.'~~ 0 25 $0 15 I00 ~$0 200 II SCALE IN FEET SEE ~ "B" / / ~ ~ ~'~ '. Pf~STmAN, a~ LA~SCAP~ ES~'~ SET SaC~ '.L CONCRETE ;=AVEHS /~ND SAND BEDDING COURSE THiS CONTRACT CONCRETE BASE TO BE OONE BY OTHERS CENTER OF CIRCLES: N=4982.29 E=4942.1 ? ALONG ~ tNSTALL: ~ o CONC. PAVER RAMP (3' WIDE) & ~ALK (4' W~ ON EA~ SIDE PA V~S TO ~ ~ R~, THE ",, ,, , OTY ~ COPPELL ST~ARD. SCALE ~N FEET ~o0~2 1 h 0 6 9 7 I EXHIBIT "B" ~ ~? ,, ,, ,, ,, ~ ~cnn,~un ;t ,,,,,,,, ~ --- ..... TC--536.02 D~DEND ~ ~ .......... ~ .... i Illl~,~ ~~~~[i~l~ l,[Ir~I ........ .... ..... .... ~c~u ..... / ~ u ~ UO~MENT S~ & CUinG TMS CONTRACT. SEE ~ ~ T~S CONTACT. S~ ARCHITECTURAL ~RAWINGS. AR~CTUR~ ORAMNG5 INSTALL CONCRETE PAVERS A~ SAND BEDDING " COURSE THtS CONTRACT CONCRETE BASE TO BE O~ BY OTH~S SCALE ~N fEET EXHIBIT "C " F-CONC. MONUMENT \..\., I SIGN · '. '~ R= 40' -.-_ .-y: . ~ T= 40.14' ' ,o , ~ ~ L= 62.97' I o ~o 2o 3o 40 ~ SCALE IN FEET · i.' I~ X ~ L T FACE OF CURB) N=53~42 , ~ R= 479.50' ~:. L= LT TO FACE OF CURB) N=52~ '~ -- ~ .~676.54 ~ ~ · ~., ~= 450.00~ ~ ~ "~.._ "- T= 29.86 ~ _ C L= 59.64' ~ ~ ~ "~.. MATCH ;TING ' ~ ~ ~ J ~ : " ' "~9~O'RT~TO FACE OF C~ REMOVE EXI5 "/ N=52~.{ ~ ~ ~ ~SPHAL T SHOULDER ,'/ ~ ~ ~ ~=4657.00~"~.. ~ '"' ~ A- 7'~q= ~ '~ ~; ~z%i ~b~ ~ ~ "~-. (;, T= 27.97' ~ -~.. ..: L= 55.87' R= 40' SELECTED BY OWNER AND APPROVED BY · . T= ~0. I0' CITY OF COPPELL ~ ~PC CL STA.I+OO '*~ ' (69.52' RT) :, ', ~ N=5213.58 I · .' : ~.oo' ~ ~o ~c~ o~ cu~: .. , ~=~o~.~ "' ' EXHIBIT "D" · , ~ ~oo~2 1 ~ 0 6 9 1 3 EXHIBITS E-M LANDSCAPING AND IRRIGATION License Agreement - Page 10 ss2~o96 zoo~2 i I~ 0 6 9 1 h EXHIBIT E EXHIBIT F EXHIBIT G ~ /' . ~ ---- ~ - - ' ". Lt.[ ., ., ...' . ..... :, FUTURE OFFICE ILl .'" ' .... "' E)~;)*qNSION ....... ' I*"* .' /'..... .......... ':i ::..:: ::,.:: .i:=~!!iIII~' :"~' ....., · .. "i.'.ii ii: i'.I''''''..,/ "'""... ?"'"' ! ~ M t~ o R T ^ N T ! I t PI.ANTING PLAI~ EXHIBIT H I ~ I , I ! ~'~ ~ DIVIDEk~ DRIVE LANDSCAPE PLAN  IMPORTANTIII ~ zoo,2 1 ~ 0 6 ~ 7 8 L4.03 EXHIBIT I EXHIBIT J - -, .'-_.-~-. -_'Y r- -. ~--- "~['/'" =~ ..... / ...... FREEPORT P~AY ..... '~- ,~iil,~ ,~ ,~,~,~ ~ ",.o ".. ' ,~ ,-~ ~ ..... - .... ~ ,I I ,-"" '-"""-- ~"'~" ~, O ' II . ~EE~RT P~AY ~ = = ~ ~ IRRIGATION SYSTEM  ~ I~I~ON ~ L5 01 EXHIBIT K EXHIBIT L EXHIBIT M EXHIBIT N RIGHT-OF-WAY License Agreement - Page 2m2 I q, 0 6 9 8 b, EXHIBIT N (:' A ~? ~ ~ " COUNTy CLERK DALLAS COUNTY NOV 1 2001 '~ ...... , CITY OF COPPELL · "' :,i ':,,;~.~: , 255 PARKWAY EILVD . ;~..,,..:, ", ~'~, ' ' P 0 BOX 4~ COPPELL I'X '/50].~ ":','".';"