WA9701-CN0060320 MODIFICATION AND RATIFICATION OF LICENSE
This Modification and Ratification of License Agreement No. 200670 as made and entered into
between Dallas Area Rapid Transit (Licensor) and City of Coppell, a municipal corporation
(Licensee), for and in consideration of One Dollar ($1.00) and other good and valuable
consideration, receipt of which is hereby acknowledged.
WITNESSETH:
Licensor and Licensee hereby confirm and ratify, except as modified below, all of the terms,
conditions and covenants in that certain written License Agreement No. 200670 dated the 17m
day of August, 2005, attached hereto as Exhibit "A-I", between Licensor and Licensee for the
use of the following described property:
MODIFICATION:
Upon preparation for construction, conditions were found to be different from design, causing
the 16-inch water line to be raised from an approximate elevation of 490 to 507. The
engineering drawing labeled "Denton Tap Road Proposed 16-inch Water Line Sra. 25+50 to Sta.
30+50" and numbered Sheet No. 7 of 9 Sheets, signed and sealed May 6, 2005 and labeled as
Exhibit "A" to said License Agreement is hereby replaced and superseded by the new drawing
with the same label and numbered Sheet 7 of 10 Sheets, signed and sealed March 9, 2006,
attached hereto and made a pan hereof as Exhibit "A-2".
_ I. JxJrWITNE,$~ WHEREQF, the parties have executed this EXECUFED in multiple originals this
,:SL~da>' ofL/t't't/r ~L.( L, 2006.
I.ICENSOR: DALLAS AREA RAPID TRANSIT
]
Katl~yn D. W/aters
Commuter Rail & Railroad Management
LICENSEE: CITY OF COPPELL
(' 'lernp MODIFICATION OF LICENS}{ doc
2O0670
EXHIBIT "A-I" ^OREEMEN*NO.
LICENSE AGREEMENT
THIS Agreement, by and between DALLAS AREA PAP[/:) TRANSIT ("DART"), a regional
transportation authority, created, organized and existing pursuant to Chapter 452, Texas Transportation
Code, V AT.C.S, as amended (the "Act") and City of Coppell, a municipal corporation ("Licensee"),
acting herein by and through its duly authorized official, whose mailing address is 255 Parkway Blvd.,
P.O Box 9478, Coppell, Texas 75019.
WITNESSETH:
1. 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 in Exhibit "A" attached hereto and incorporated herein for all pertinent purposes, (the
"Property").
The Properly shall be used by Licensee solely for the purpose of operating and maintaining the
Perrmtted Improvement (the "Permitted Use"). Licensee's right to enter upon and use the Properly shall
be lirmted solely to the perrmtted Use and the Perrmtted Improvement.
2. Term. This License shall begin on the 1" day of July, 2005 (the "Term") and continue thereafter until
terrmnated by eithei' party as provided herein.
3. Consideration. The consideration for the granting of this License shall be (a) payment by Licensee to
DART lhe 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 communication facility located m, on, under, or upon the Property owned by DART, any
Railroad, utility, or kommumcation company, public or private; (b) to all vested rights presently owned
by any Railroad, utility or communication company, located within the boundaries of the Property; and
(c) to any existing lease, license or other interest m the Property granted by DART to any individual,
corporat:on or other entity, public or private.
5. Design, Construction, Operation and Maintenance. DART's use of the Property and adjoimng
property may include the use of electrically powered equipment. Notwithstanding DART's inclusion
within its system of measures designed to reduce stray current wtuch may cause corrosion, Licensee is
hereby warned that such measures may not prevent electrical current being present in proximity to
the Permitted Improvement and that such presence could produce corrosive effects to the
Permitted Improvement.
501 All design, construction, reconstruction, replacement, removal, operation and maintenance
of the Permitted Improvement on the Properly shall be done in such a maaner so as not to interfere in any
way with the operations of DART or other Railroad operations. In particular, cathodic protection or other
stray current corrosion control measures of the Perrmtted Improvement as required shall be made a part of
the design and construction of the Perrmtted Improvement.
5 02. During the design phase and prior to commencing any con<ruction on the Property, a copy
of thc construchon plans showing the exact location, type and depth of the construction, any cathodic
pmtcchon measures and any working area, shall be sub,rutted for written approval to DA~RT and
Raihoad Such approval shall not be unreasonably withheld No work shall commence until said plans
liCENSE (7,:? o[Coppcll Dcmon Tap Road I Ot'~¢ Mile Post 608 35
have been approved by DART.
5 03 By acceptance of this License, Licensee agrees to design, construct and maintain the
perrrUtted 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 tttis License, Licensee covenants and agrees to institute and maintain a
reasonable testing program to determine whether or not additional cathodic protection of its perrmtted
Improvement ~s necessary and if it is or should become necessary, such protection shall be irrunediately
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, pernuts, or other approvals from any and ali 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 cornmenced 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. Duty of Care in Construction. Licensee or its contractor shall use reasonable care during the
construction 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 ~ts contractor causes damage to the Property or any adjacent
property, 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 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.
901. I.tcensee 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 pertaimng to health or the envtro~nent, including but not
limited to. the Comprehensive FnvironmentaI Response, Compensation and Liability Act ("CERCLA"),
thc Resource Consctxatitm and Recovery Act ("RCRA"), the Clean Water Act ("CWA") and the Clean
Air Act ("C.,~A.")
9.02. Licensee warrants that the Permitted Use of the Property will not result tn the disposal or
other release of any hazardous substance or solid waste on or to the Properly, and that it will take ail steps
necessary to insure that no such hazardous substance or solid waste will ever be discharged onto the
Properly by I.icensee or its Contractors
903 The terms "hazardous substance" and "release" shall have the meanings specified ~n
CERCLA and the terms "solid waste" and "disposal" (or "disposed") shall have the meanings specified ~n
thc RCILA; PROVIDED, HO%TVER, that in the event either CERCLA or RCRA is amended so as to
broaden the meamng of any term defined thereby, such broader meaning shall apply subsequent to the
effk:ct~ve date of such amendment; and PROVDED FURTHER, that to tile exte~lt that the laws of the
State of *lexas establish a meaning fur "hazardous substance", "release", "solid waste", or "disposal",
which is broader than that specified in either CERCLA or RCRA. such broader meaning shall apply
LlClNSE(~I,~ofCr,ppelbDenton rap 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 Permitled. Licensee shall fully pay for all labor and materials used in, on, or
about the Property and will not permit or suffer any mechamc's or matenalmen's liens of any nature to be
affixed against the Property by reason of any work done or matefials furnished to the Property at
Licensee's instance or request.
11. Maintenance of Completed Improvements. The perrmtted Improvement shall be maintained by
the Licensee in such a manner as to keep the Property ~n a good and safe condition with respect to
Licensee's use. In the event the Licensee fails to maintain the Properly 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 not~ce, DAdRT shall have the fight, 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 byDART.
1201. This License is made expressly subject and subordinate to the right of D~RT 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, deterrmne that the relocation of the Perrmtted Improvement shall be necessary or
convenient for DART's use of the Property, Licensee shall, at its sole cost and expense relocate said
Perrmtted 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 perrmtted
hnprovement. A minimum of thirty (30) days written nottce for the exercise of one or more of the above
actions shall be given by DART. Relocation will occur witl~n thirty (30) days, unless extended by
mutual agreement of the parties.
13. Relocation Benefits. The parties hereto agree that the construction of the penmtted 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 borne by Licensee
14 Duration of License. This License shall terminate and be of no further force and effect (a) in the
even! Licensee shall discontinue or abandon thc usc o£ thc Pemuttcd hnprovement; (b) in th~ event
Licensee shall relocate the Perrmtted Improvement from the Property; (c) upon term/nat/on 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 xiolation of
any law, ordinance, rule or regulation arising out of the use of the Proper~ by Licensee, its
LICENSECii¥ofCopp¢II Demon Tap Road 30lc6 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 a~torney's fees and
including claims of negligence, arising out of any failure of Licensee,/ts 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 tiffs License may be ternmnated or canceled for any reason
whatsoever, Licensee, upon request by DART, shall remove all improvements and appuaenances owned
by it, situated in, on, under or attached to the Properly, regardless of whether or not such improvements
were placed thereon by Licensee, and shall restore the Properly to a condition satisfactory to DART, at
Licensee's sole expense.
18. Assignment. Licensee shall not assign or transfer its r/ghts under this Agreement in whole or in part,
or perrmt 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. 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 Agreemenl.
20. Miscellaneous.
20.01 Notice. When notice is perrmtted 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 US Mail,
Certified, Return Receipt Requested, and addressed to the parties at the following addresses:
LICENSOR: Dallas Area Rap~d 1 ranslt
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. Govem/nt~ Ear. This Agreement shall be construed under and in accordance v, ith the
laws of'the State of Texas.
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 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.
tN WITNESS WHEREOF, the parties have executed this Agreement in multiple originals this --, .~ - ,2005.
LICENSOR:
DALLAS AREA RAPID TRANSIT
Vice President
Commuter Rail & Railroad Management
LICENSEE:
CITY OF COPPELL
BY: (~ ~
Printed Na,m~'//' J12~ }/ITT
Title: City Manager
LICENSE-Cib' of Coppell Denton Tap Road 50[ 6 Mile Post 608.35
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