Southlake Town Square (Lot 7R, Block 3R2R, Lot 5, Block 4R1), 2008 - License Agreement
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r~HCA RECORD
LICENSE AGREEMENT
This License Agreement (this "Agreement") is made among the CITY OF SOUTHLAKE, a
Texas municipal corporation ("Licensor") and SOUTHLAKE TOWN SQUARE ASSOCIATION, INC.
("Licensee") effective as of August 20, 2008.
WHEREAS, Licensor is the owner of the following described property (the "Property"):
Lot 7R, Block 3R2R, SOUTHLAKE TOWN SQUARE, PHASE I and
IV, an addition to the City of Southlake, Tarrant County, Texas,
according to plat recorded in Cabinet A, Slide 11892 of the Plat Records
of Tarrant County, Texas, and
Lot 5, Block 4R1, SOUTHLAKE TOWN SQUARE, PHASE I, an
Addition to the City of Southlake, Tarrant County, Texas, according to
plat recorded in Cabinet A, Slides 10949, 10950, 10951 and 10952 of the
Plat Records of Tarrant County, Texas; and
WHEREAS, Licensee desires to exercise certain rights and privileges on the Property;
NOW, THEREFORE, for good and valuable consideration, which the parties hereto
acknowledge receiving, the parties hereto hereby agree as follows:
1. Licensee shall have the right to install, use, operate, repair, maintain, and replace the
trash dumpster(s) and/or trash compactor(s) in the locations on the Property shown as the shaded areas on
EXHIBIT "A" attached hereto and incorporated by reference herein ("License Area"). Licensee shall
maintain the License Area in a good and clean condition at all times, and shall promptly repair any
damage to the Property, including, but not limited to, the License Area, resulting from the Licensee's
exercise of the license under this Agreement. Licensee shall use only the Common Access, Emergency
Access, Drainage, and Utility Easements shown on the plats recorded in Cabinet A, Slides 11892 and
11893 and in Cabinet A, Slides 10949 through 10952 of the Real Property Records of Tarrant County,
Texas to access the License Area, and Licensee shall not be entitled to use any portion of the Property that
is not included in the access area for purposes of accessing dumpsters and/or trash compactors.
2. LICENSEE EXPRESSLY AGREES TO FULLY AND COMPLETELY DEFEND,
INDEMNIFY, AND HOLD HARMLESS LICENSOR, ITS COUNCIL MEMBERS, EMPLOYEES
AND ATTORNEYS AND THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE
"INDEMNIFIED PARTIES") AGAINST ANY AND ALL CLAIMS, DAMAGES, LAWSUITS,
LIABILITIES, JUDGMENTS, COSTS, AND EXPENSES INCLUDING, WITHOUT
LIMITATION, REASONABLE FEES AND EXPENSES OF ATTORNEYS, EXPERT
WITNESSES AND OTHER CONSULTANTS, FOR BODILY INJURY (INCLUDING DEATH),
PROPERTY DAMAGE (INCLUDING, BUT NOT LIMITED TO, DAMAGE TO LICENSOR'S
PROPERTY) OR OTHER HARM, DAMAGES OR LIABILITY FOR WHICH RECOVERY OF
DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE
OUT OF OR BE OCCASIONED BY ANY NEGLIGENT, GROSSLY NEGLIGENT,
WRONGFUL, OR STRICTLY LIABLE ACT OR OMISSION OF LICENSEE AND/OR ITS
AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES
IN CONNECTION WITH THE LICENSEE'S LICENSE UNDER THIS AGREEMENT. THE
INDEMNITY CONTAINED IN THIS PARAGRAPH WILL NOT BE LIMITED BY
COMPARATIVE RESPONSIBILITY STATUTES AND WILL APPLY EVEN IF ANY SUCH
LIABILITIES, CLAIMS, DEMANDS, ASSERTIONS, CAUSES OF ACTION, PENALTIES,
X20532 77y 74 p 118
963358_5
COSTS, OR DAMAGES ARISE IN WHOLE OR IN PART FROM THE ORDINARY
NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES, BUT
WILL NOT APPLY TO THE EXTENT THAT SUCH LIABILITIES, CLAIMS, DEMANDS,
ASSERTIONS, CAUSES OF ACTION, PENALTIES, COSTS, OR DAMAGES ARISE IN
WHOLE OR IN PART FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
ANY OF THE INDEMNIFIED PARTIES, PROVIDED, HOWEVER, THAT ANY ALLEGATION
OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WILL NOT ALLEVIATE THE
OBLIGATION OF LICENSEE TO DEFEND ANY OF THE INDEMNIFIED PARTIES FROM
ANY CLAIMS, DEMANDS, ASSERTIONS, OR CAUSES OF ACTION UNTIL AND UNLESS A
FINAL JUDGMENT DETERMINING THAT SUCH INDEMNIFIED PARTY HAS IN FACT
COMMITTED SUCH GROSS NEGLIGENCE AND/OR WRONGFUL MISCONDUCT.
NOTHING CONTAINED IN THIS PARAGRAPH 2 SHALL BE CONSTRUED AS A WAIVER
OF ANY GOVERNMENTAL IMMUNITY DEFENSE THAT MAY BE ASSERTED BY ANY OF
THE INDEMNIFIED PARTIES OR OTHERWISE PREVENT LICENSEE FROM RAISING
SUCH DEFENSE ON BEHALF THE INDEMNIFIED PARTIES IN ANY CLAIM, DEMAND,
ASSERTION, OR CAUSE OF ACTION COVERED BY THE INDEMNIFICATION UNDER
THIS PARAGRAPH 2. This provision is solely for the benefit of Licensee and the Indemnified Parties
and is not intended to create or grant any rights, contractual or otherwise, in or to any other person. This
indemnification shall survive the termination of this Agreement.
3. Licensee agrees to maintain, or cause to be maintained, commercial general liability
insurance covering the proposed use and occupancy of the License Area . The amount of such insurance
shall be not less than the following:
Property damage, per occurrence $100,000
Bodily Injury or death, per occurrence $500,000
Licensor shall have the right to adjust the required minimum insurance coverages from time to
time to provide for limits not less than the maximum limits of the Texas Tort Claims Act.
The liability insurance policy shall name Licensor, its employees and officers as additional
insureds, shall be primary and non-contributory as to Licensor, and shall provide that the policy may not
be cancelled without written notice of intent to cancel being sent to Licensor by the insurer at least thirty
(30) days prior to such intended cancellation. Licensee shall provide to Licensor proof of such insurance
coverages. The amount of all required insurance policies is not deemed to be a limitation on Licensee's
agreement to indemnify and hold harmless Licensor.
4. All notices, demands, or other communications that may be necessary or proper
hereunder shall be in writing and shall be deemed to be delivered: (i) when received, if delivered by
hand, (ii) upon deposit with a nationally recognized overnight courier service (costs prepaid), (iii) when
transmitted, if telecopied or (iv) two (2) days following deposit of same in a U.S. Postal Service
receptacle, if sent by mail, postage prepaid, as registered or certified mail, return receipt requested,
addressed as follows:
Licensor: City of Southlake
1400 Main Street, Suite 460
Southlake, Texas 76092
Attention: City Manager
Fax # 817-748-8010
Phone # (817) 748-8003
9633585 2 1032770 p. Z y
With copies to: Taylor Olson Adkins Sralla Elam, L.L.P.
6000 Western Place, Suite 200
Fort Worth, Texas 76107-4654
Attention: E. Allen Taylor
Fax # (817) 332-4740
Phone # (817) 332-2580; and
Decker, Jones, McMackin, McClane, Hall & Bates, P.C.
Burnett Plaza, Suite 2000
801 Cherry Street, Unit #46
Fort Worth, Texas 76102
Attention: Gary M. Moates
Fax # (817) 336-2181
Phone # (817) 336-2400
Licensee: Southlake Town Square Association, Inc.
c/o Cooper & Stebbins
1256 Main Street, Suite 240
Southlake, Texas 76092
Attention: Frank Bliss
Fax # (817) 251-8717
Phone # (817) 329-8400
With copies to: Kelly, Hart & Hallman
201 Main Street, Suite 2500
Fort Worth, TX 76102
Attention: Mark Bishop
Fax # (817) 878-9714
Phone # (817) 878-3514
Any party hereto may change its address for notice purposes hereunder by delivering written notice
thereof to the other parties in accordance with the foregoing. Rejection or refusal to accept, or the
inability to deliver because of a changed address of which no notice was given shall not affect the validity
of notice given in accordance with this section.
5. This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective successors and assigns.
6. This Agreement may be executed in multiple original counterparts, each of which shall
be an original, but all of which shall constitute one and the same Agreement.
7. This Agreement shall supersede any prior agreements between Licensor and Licensee
relating to the trash dumpsters.
8. The failure of either party to insist, in any one or more instances, on the performance of
any of the terms, covenants or conditions of this Agreement, or to exercise any of its rights, shall not be
construed as a waiver or relinquishment of such term, covenant or right with respect to further
performance.
9. The prevailing party in the adjudication of any proceeding relating to this Agreement
shall be authorized to recover its reasonable and necessary attorney's fees pursuant to Sec. 271.159 of the
Texas Local Government Code.
9633585 3 )20832 71q p. 34
WITNESS the execution hereof, effective as of the date first set forth above.
CITY OF SOUTHLAKE, TEXAS
By:
The Honorab e Andy Wambsganss, Mayor
SOUTHLAKE TOWN SQUARE ASSOCIATION, INC.
a Texas non-profit corporation
By: A~A~
Name: bgF2 v 12, ST~Ae~tvg
Title: PIAIFoMA
9633585 4 2 n~3a 7 419
STATE OF TEXAS §
COUNTY OF TA1,Q,Q~4,v~ §
BEFORE ME, the undersigned authority in and for 64W County, Texas, on this
day personally appeared , known to me to be the person and officer
whose name is subscribed tot foregoin nstrument and acknowled me that he is the Mayor of
the City of Southlake, and that he is authorized to execute the forego' g instru nt as the act of such City
for the purposes and consideration therein expressed, and in the cl em st ted.
GIVE UNDER MY HAND AND SEAL OF this a oD day of
2008.
Not 1' for the State of Texas
4r Lt RR E~. i v`aef'~ 3 r
Notary Public
}~~dx STATE OF TEXAS
44~~ My Comm. Exp. 0612$12009
THE STATE OF TEXAS §
COUNTY OF TA 12~~ n,,-~ §
111-K Av v5 {
This instrument was acknowled ed by me on this day of -Mftifth, 2008, by
r 4 C{~~~ w , "r r of Southlake Town Square
Association, Inc., a Texas corporation, on behalf of such corporation.
:0 t1~v p° 10 SANDRA K. HUFFMAN Notary Public for the State of Tex
N9 Notary Public
Statc of Texas
1
Y E'OFI Comm. E7xpires 0712010 ,
9633585 5 ~2o~~a774A p 6 /J
EXHIBIT "A"
LICENSE AREA
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MS LORI FARWELL
CITY SECRETARY, CITY OF SOUTHLAKE •
1400 MAIN ST, STE 270
SOUTHLAKE TX 76092
Submitter: RATTIKIN TITLE (OPR)
SUZANNE HENDERSON
TARRANT COUNTY CLERK
TARRANT COUNTY COURTHOUSE
100 WEST WEATHERFORD
FORT WORTH, TX 76196-0401
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration 08/20/2008 03:11 PM
Instrument D208327747
8 PGS $40.00
By:
D208327747
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE
OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR
RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
Printed by: DS