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Home My WebLink About2001-122SrOm wcumenurOedlneoceMlV.kmee A®e .t TI H.M.w doe AN ORDINANCE AUTHORIZING THE EXECUTION OF A LICENSE AGREEMENT BETWEEN THE CITY OF DENTON AND TEXAS INSTRUMENTS ("TI") INCORPORATED TO PROVIDE FOR A HAZARDOUS MATERIALS EXERCISE ON TI PROPERTY, AND PROVIDING FOR AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 The City Manager or his designee, is hereby authorized to execute a License Agreement between the City of Denton and Texas Instruments Incorporated ("TI") to provide for a hazardous materials exercise on TI property, in substantially the form of the copy of the agreement which is attached hereto and incorporated by reference herein SECTION 2 This ordinance shall become effective immediately upon its passage and approval �l�� PASSED AND APPROVED this the AM day of %2001 EULINE BROCK, MAYOR ATTEST JENNIFLR WALTERS, CITY SECRETARY BY J/yl h I Llh , /J'0 APPROVED AS TO LEGAL FORM HERBERT L P8ROUTY, QkTY ATTORNEY FM LICENSE AGREEMENT This License Agreement is made this 3`d day of May, 2001, by and between Texas Instruments Incorporated ("Licensor"), and the City of Denton ("Licensee") WHEREAS, the Licensor is the owner of the real property located at 3940 North Elm St , Denton, Texas 76201 WHEREAS, the Licensee desires to exercise certain privileges upon portions of the Licensor's Property, NOW, THEREFORE, in consideration of the mutual covenants contained in this License and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged Licensor and Licensee agree as follows GRANT OF LICENSE Licensor grants to Licensee and its contractors the nonexclusive right to enter upon a portion of Licensor's Property (which portion is described in Exhibit 1 attached hereto and incorporated herein and referred to herein as the "Parking Lot Area" at the back of the campus) to perform a hazardous materials exercise involving local businesses, DISD, three local hospitals, Police, Fire and EMS emergency equipment, at Licensee's own expense and risk of loss in accordance with the terms of this License This License grants privileges only as to said portion of Licensor's property 2 NON-INTERFERENCE WITH LICENSOR Licensee shall not commit or cause to be committed any act on or around Licensor's Property which may or will interfere with the business or operations of Licensor Licensor specifically reserves the right to continue to use and enjoy Licensor's Property during the term of this License Agreement for any purpose, which will not substantially interfere with Licensee's permitted use thereon Licensee shall conduct its activities in compliance with all TI security and safety requirements Access to the Side parking lot Area shall be limited to the parking lot at the back and to the side of the campus Area USE AND RESTORATION OF PROPERTY Licensee shall, at its sole expense, comply with the following (a) Licensee shall provide security to the site, (b) Licensee shall keep the site clean and free of trash and debris, (c) Upon the expiration or other termination of this License, Licensee shall restore any portion of Licensor's Property disturbed by Licensee to its original condition 4 DURATION OF LICENSE This License shall expire automatically on May 6, 2001 No extension of this License shall be granted or effective unless such extension, if any, contained in a written modification to this Agreement and duly executed by Licensor and Licensee 5 TERMINABLE AT WILL This License is terminable by either Licensor or Licensee at will for any reason, and shall be effective immediately upon receipt of written notice of intent to terminate 6 RELEASE AND INDEMNIFICATION Except to the extent attributable to the gross negligence or willful misconduct of Licensor, and to the extent permitted by law, Licensee hereby indemnifies and holds Licensor harmless, releases, discharges and agrees to defend Licensor (at Licensee's sole cost, including court cost and reasonable attorneys' fees) from and against any and all claims, demands, costs, damages, causes of action and liabilities of any and every nature whatsoever including, without limitation, any claims based on Licensor's negligence or strict liability (whether by statute or common law) and any injury to or death of any person and any property damage or loss arising out of or relating to (directly or indirectly) Licensee's activities or Licensee's use or occupancy of the Licensed Premises If any loss or damage is attributable to both Licensor and Licensee, Licensee agrees, without regard to any concurrent or other gross negligence or willful misconduct of Licensor (if any) to provide Licensor with comparative indemnification for that portion of the loss or damage which is attributable to Licensor's negligence or the actions of Licensee or Licensee employees, contractors or agents These obligations shall exist in addition to any other remedies set forth in the agreement Nothing herein shall be construed as a waiver of any governmental immunity defenses 7 INSURANCE Licensee shall ensure that its contractors who enter Licensor's property obtain, and maintain liability insurance coverage, at the contractor's or Licensee's cost and expense, throughout the term of this Agreement, in at least the following amounts Workman's compensation insurance in compliance with the laws of the State of Texas, and employer's liability insurance with minimum limits of $500,000 00 per occurrence Comprehensive general liability insurance fully insuring Licensee against liability imposed by law for injury or death of any person or persons, including TI employees and third parties, or loss or damage to property with minimum limits of A $500,000 for injury or death of each person, B $1,000,000 for any one accident, C $500,000 for property damage for any one accident TI shall be named as an additional insured and shall be granted a waiver of subrogation Such liability insurance, both primary and excess, naming TI as an 2 L-1 additional insured shall be endorsed to state that such insurance as is afforded to TI shall apply as primary insurance and that the 'other insurance" provisions of the policy shall not apply to TI with respect to any additional insurance available to TI Licensee agrees to use its best efforts to provide Licensor the benefit of any self- insurance or other equivalent funds which may be available to cover liabilities arising under this Agreement, to amounts no less than those which would otherwise be available under the insurance limits set forth above NON -ASSIGNABLE This License is not assignable, and any attempt to assign or otherwise transfer it shall terminate the License privileges granted herein PERMITS, COMPLIANCE WITH LAWS Licensee shall be responsible at its sole cost for obtaining any required permits and compliance with any and all laws and regulations relating to all activities covered by this License Agreement 10 SURVIVAL OF OBLIGATIONS The obligations set forth in paragraphs 3 (Restoration of Property), 6 (Release and Indemnification), 7 (Insurance) and 9 (Permits, Compliance With Laws) herein shall survive the expiration or termination of this Agreement IN WITNESS WHEREOF, the parties to this Agreement have executed this document on the date and year appearing next to their respective signatures L censor Licensee TEXAS INSTRUMENTS INCORPORATED By Lewis McMahan Title Vice President, Texas Instruments Inc Title Date March 25, 2001 3 City of Denton Date March 25, 2001 p NW�iMrw � ICdMI. 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