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WA9701-CN050817Dallas Area Ropid Transit P©~ Box 660163 Dallas,Texas 75266-0163 214/749-3278 August 17, 2005 Mr. Kenneth Griffin, P.E. Director of Engineering/Public Works 255 Parkway Blvd. P.O. Box 9478 Coppell, Texas 75019 Re~ License Agreement No. 200670 fbr construction, installation, maintenance and operation of' 16-inch water line crossing the Cotton Belt Line at Denton Tap Road, at Mile Post 608.35 in Coppell, Dallas County, Texas. Dear Mr. Griffin: Enclosed is a fully-executed original for the above referenced agreement for the city's records. Any future correspondence regarding this license should reference the agreement number as noted above. Please see that all three originals of the Standard Construction Agreement and Contractor's Right of Entry are forwarded to your contractor, and signed by the president or a vice president of the company and returned to my attention together with evidence of insurance which meets the requirements set forth on pages 2-4 of the Standard Construction Agreement. No work within the DART right of way is authorized until these documents are signed and evidence of insurance is approved by DART's Risk Management Department. Additionally, both DART and the Railroad must be notified at least five (5) working days before commencing work on DART premises and within five (5) working days after such work is completed. If you have any questions, please contact me directly at (214) 749-3525. S,i, ncerely, 5'~,S~ _, ',. ,/i . Denise M. Perez ' ,! Right of Way Representative II Commuter Rail & Railroad Management Enclosure 200670 AGREEMENT NO. LICENSE AGREEMENT TillS Agreement, by and between DALLAS AREA RAPID TRANSIT ("DART"), a regional transportation authority, created, organized and existing pursuant to Chapter 452, Texas Transportation Code, V.A.T.C.S., as amended (the "Act") and City of Coppell, a municipal corporation ("Licensee"), acting herein by and dtrough its duly authorized official, whose mailing address is 255 Parkway Blvd., P.O. Box 9478, Coppell, Texas 75019. WITNESSETIt: I. Purpose. DART hereby grants a license (the "License") to Licensee for the purposes of constructing, installing, maintaining and operating one (1) 16-inch Water Line (the "Permitted Improvement") crossing the Cotton Belt Line at Mile Post 608.35, in Coppell, Dallas County, Texas, more particularly described as shown m Exhibit "A" attached hereto and incorporated herein lbr all pertinent purposes, (the "Property"). The Property shall be used by Licensee solely for the purpose of operating and maintaining the penmtted Improvement (the "Permitted Use"). Licensee's right to enter upon and use the Property shall be limited solely to the Permitted Use and the Permitted Improvement. Term. This License shall begin on the Ist day of July, 2005 (the "Tem~") and continue thereafter until tem2nated by eithei' party as provided herein. 3. Consideration. The consideration for the granting of this License shall be (a) payment by Licensee to DART the sum of TEN AND NO/100 ($10.00) DOLLARS cash in hand paid and (b) the performance by Licensee of each of the obligations undertaken by Licensee in this License. 4. Non Exclusive License. This License is non-exclusive and is subject to (a) any existing utility, drainage or corrmaunication facility located in, on. under, or upon the Property owned by DART, any Railroad, utility, or communication company, public or privalc; (b) to all vested rights presently owned by any Railroad, utility or corrm~unicalion company, located within the boundaries 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 ~nay 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, L, icensee is hereby warned that such measures may not prevent electrical current being present in proximiD' to the Permitted Improvement and that such presence could produce corrosive effects to the Permitted Improvement. 5.01. All design, construction, reconstruction, replacement, removal, operation and maintenance of the Permitted Improvement on the Property shall be done in such a maturer so as not to interfere m 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 Improvement as required shall be made a part of the design and construction of the Permitted Improvement. 5.02. During lhe 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. Such approval shall not be unreasonably witlzbeld. No work shall commcnce until said plans I ICENSE-City ol (oppelI-Denton Tap Road ] of 6 Mile post 60835 hax~ been approved by DART. 5.03. By acceptance of this License, Licensee agrees to design, construct and maintain the Permitted Improvement 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 Improvement 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 ail licenses, permits, or other approvals from any and ail 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 amounts and types as shall be satisfactory to DART. A company-issued photo identification of Licensee's employees, contractors or agents shall be required to work on the Property. 8. Du~' of Care in Construction. Licensee or its contractor shall use reasonable care during the constmction period and thereafter, 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 damage to the Property or any adjacent property, the Licensee and/or its contractor shall inwnediately replace or repair the damage at no cost or expense to DART. If Licensee or its contractor fails or refuses to make or effect any such repair or 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 local, state or federal laws pertaining to health or the environment, including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean Water Act ("CWA") and the Clean Air Act ("CAA"). 9.02. Licensee warrants that the Pem~itted 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 CERCLA and the terms "solid waste" and "disposal" (or "disposed") shall 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 PROV1DED 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. LICENSE-City of CoppelI-Denton Tap Road 2 of 6 Mile Post 608.35 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 mecharfic'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. The Permitted Improvement 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 agrees to immediately pay to DART all costs incurred by DART upon demand. 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 Improvement shall be necessary or convenient for DART's use of the Property, Licensee shall, at its sole cost and expense relocate said Permitted Improvement 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 Improvement. 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 Improvement on the Property shall be subsequent to the acquisition of the Property by DART and that Licensee does hereby waive any and all claim that it may have 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 bome by Licensee. 14. Duration of License. This License shall terrmnate and be of no further force and effect (a) in the event Licensee shall discontinue or abandon the use of the Permitted Improvement; (b) in the event Licensee shall relocate the Permitted Improvement from the Property; (c) upon ternnnation 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 harmless from any failure to so abide and all actions resulting therefrom. 16. Indemnification. 16.01. Licensee shall defend, protect, and keep DART and the 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 LICENSE-City of Coppell-Demon Tap Road 3 of 6 Mile Post 608.35 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 the Railroad harmless against and from any and all loss, cost, damage or expense, including attorney's fees and including claims of negligence, arising out of or from any accident or other occurrence on or about said Property resulting from use of the Property by Licensee, its officers, employees, agents, customers and invitees; 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 and including claims of negligence, 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. Termination of License. At such time as this License may be ternUnated or canceled for any reason whatsoever, Licensee, upon request by DART, shall remove all improvements and appurtenances owned by it, situated in, on, under or attached to the Property, regardless of whether or not such improvements were placed thereon by Licensee, and shall restore the Property to a condition satisfactory to DART, at Licensee's sole expense. 18. Assignment. Licensee shall not assign or transfer its rights under tiffs Agreement in whole or in part, 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. l 9. Methods of Termination. This Agreement may be terminated in any of the following ways: 19.01. By 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: LICENSOR: Dallas Area Rapid Transit OR 1401 Pacific Avenue Dallas, Texas 75202-7210 ATTN: Railroad Management P. o. Box 660163 Dallas, Texas 75266-7210 LICENSEE: City of Coppell 255 Parkway Blvd. P.O. Box 9478 Coppell, Texas 75019 Either party may from time to time designate another and different address for receipt of notice by giving notice of such change of address. 21.02. Governing Law. Tiffs Agreement shall be construed under and in accordance with the laws of the State of Texas. LICENSE City of CoppelI-Demon Tap Road 4 of 6 Mile Post 608.35 21.03. 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 against whom enforcement is sought. 21.04 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. 21.05. Number and Gender. Words of an.,,' 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 othe~'ise. .,~N WITNESS WHEREOF, the parties have executed this Agreement in multiple originals this LICENSOR: DALLAS AREA RAPID TRANSIT KATHR~FN D. WATERS Vice President Commuter Rail & Railroad Management LICENSEE: CITY OF COPPELL Printed ~ 3~II~I i,/iTT Title: City blanager 13CENSE-City of CoppelbDc on Tap Road 5 of 6 Mile Post 60§.35 D~T ~.0. og+g~ 'VIS --,3NI] HO.LV~ Lg9'8~,og -4 6 L L'098g N ' ' 5 ' "~' " - ~ ' ,.// 'i~i' ,4 '/ : / fl I~/ I~e- I I ~1 I~ I I~ ~i-.,~¢~ LI / J~ ~ / I 11;~i ~ I I I~;'-