2014-237s:\legal\our documents\ordinances\14\4984 reimbursement agreement ordinance.docx
ORDINANCE NO. 2014-237
AN ORDINANCE PROVIDING AUTHORIZATION FOR THE CITY MANAGER OR HIS
DESIGNEE TO EXECUTE A REIMBURSEMENT AGREEMENT WITH 4984 PARTNERS,
LTD. FOR THE PURPOSES OF 4984 PARTNERS, LTD. REIMBURSING THE CITY FOR
AN ANNUAL LICENSE FEE PAYABLE BY THE CITY TO DALLAS AREA RAPID
TRANSIT FOR THE PURPOSES O�' CONSTRUCTING, INSTALLING, MAINTAINING,
AND OPERATING A SANITARY SEWER LINE CROSSING THE NORTHWEST DENTON
LINE NORTHWEST OF LAKEVIEW BLVD.; AND, PROVIDING AN EFFECTIVE DATE.
WHEREAS, after due consideration of the health, safety and welfare of its citizens;
NOW, THEREFORE:
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council finds that:
A. 4984 Partners, Ltd., ("Developer") is the owner of real property in the City
of Denton, Denton County, Texas, described as Lot 1, Block A, Classic Cars Addition, an
Addition to the City of Denton, Denton County, Texas, according to the plat recorded at
Document No. 2014-266, Plat Records, Denton County — County Clerk, Denton County,
Texas ("Property").
B. The Property is suitable for development but was without sewage disposal
services.
C. The City owns and operates sanitary sewer systems throughout the city
("City Sewer Systems").
D. The Developer, at its sole cost and expense, has designed, constructed (or
will have constructed) and installed (or will have installed) the necessary valves, services,
sewage pumping station, force main, gravity sewer mains, manholes, laterals and other
needed improvements at its expense to provide sewage disposal service to the Property
through the City Sewer Systems.
E. To obtain sewage disposal service to the Property the Developer has
installed (or will have installed) a sanitary sewer line from the Property through City park
property and under Dallas Area Rapid Transit ("DART") rail property and connect the
same to the City Sewer Systems.
F. To accommodate the connection of the sanitary sewer line from the
Property to the City Sewer Systems the City granted permission to the Developer to
construct the sanitary sewer line on City park property and obtained a license from
DART for the same to be constructed under DART rail property.
s:\legal\our documents\ordinances\l4\4984 reimbursement agreement ordinance.docx
G. The license agreement between the City and DART requires that the
license agreement be renewed annually and that an annual license fee not less than
$1,695.00 be paid by the City ("License Agreement"; A copy of the License Agreement
is attached as Exhibit "A".).
H. The sanitary sewer line constructed by Developer on City park property
and under DART rail property is for the sole and exclusive use of the Property. However,
after the completion and construction of the sanitary sewer line, the portion of the
sanitary sewer line located on City park property and DART rail property will be owned
and maintained by the City.
I. In order to provide sewage disposal services to the Property the Developer
has agreed to reimburse the City for each annual license fee the City pays to DART.
J. The only reason the City has entered into the License Agreement with
DART is the agreement of the Developer to reimburse the City for each annual license
fee it pays to DART.
K. The City entered into the License Agreement with DART on July 17,
2014.
SECTION 2. The City Manager, or his designee, is authorized (a) to execute (i) the City
of Denton Reimbursement Agreement, between the City and Developer, in the form attached as
Exhibit "B"; and (ii) any other documents necessary for closing the transactions contemplated by
the Agreement.
SECTION 3. To the extent any other Ordinance or Resolution is inconsistent with the
provisions herein it is repealed and superseded by the provisions of this Ordinance.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ,'����� day of �,��'�s����'�� ����� _, 2014.
GC.:����d A
s:\legal\our documents\ordinances\14\4984 reimbursement agreement ordinance.docx
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: �
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
� µ
BY: ���°°
Exhibit A
to
Ordinance
LICENSE AGREEMENT
AGREEMENT NO. 220719
TH[S Agreement ("License"), is made by and between DALLAS AREA RAPID TRANSIT
("Licensor"), a regional transportation authority, creaCed, organized and existing pursuant to Chapter 452,
Texas Transportation Code, as amended (the "Act") and CITY OF DENTON ("Licensee"), a Texas home
rule municipal corporation acting herein by and through its duly authorized of�cial, whose mailing
address is 215 E. McKiuney Street, Denton, Texas 76201.
Pursuant to an agreement between Licensor and Dallas, Garland and Northeastern Railroad
Company, (hereinafter the "Railroad"), freight railroad operations exist on Licensor's corridor. Pursuant
to an agreement between Licensor and Denton County Transportation Authority (DCTA), passenger
operations exist on Licensor's corridor. Licensor contracts with Herzog Transit Services, Inc. to provide
the DCTA passenger service and Railroad maintenance.
l. Purpose. Licensor hereby grants a license (the "License") to Licensee for the purposes of constructing,
installing, maintaining and operating one 3-inch HDPE sanitary sewer line within one 8-inch steel casing
(the "Permitted Improvement") crossing the Nortliwest Denton Line approximately 1,723 feet northwest
of Lakeview Boulevard, at Mile Post 726.23, in Denton, Denton County, Texas, more particularly
described as shown in Exhrbit "A", dated June 2014, attached ltereto and incorporaCed herein for all
pertinent purposes, (the "Property").
The Property shall be used by Licensee solely for the purpose of operating and maintaining the
Permitted [mprovement (the "Permitted Use"). Licensee's riglit to enter upon and use the Property shall
be limited solely to the Permitted Use and the Permitted Improvement.
2. Term. The effective date ("Effective Date") of this License shall be�in on the later of the dates when
signed by the Licensor or Licensee.
2.01. Primary Term. The primary term of this License shall be one (1) year irom the Effective
Date of the same, and renewable annually as provided herein.
2.02. Right to Renew. The Licensee sl�all have the right to renew the License annually.
2.03. Renewal Presumed. Tliis License is presumed to be renewed annually, subject to the
payment of the consideration as required herein, , unless the Licensee gives written notice to Licensor of
earlier termination no later than ninety (90) days prior to the expiration of the term.
3. Consideration.
3.01. The consideration for the granting of this License shall be (a) payment by Licensee to
Licensor the sum of ONE THOUSAND SIX HUNDRED NINETY FIVE AND NO/100 ($1,b95.00)
DOLLARS per annum, payable annually in advance (the "License Fee"), and (b) the performance by
Licensee of each of the obligations undertaken by Licensee in this License, PROVIDED, HOWEVER,
that the "License Fee" shall be adjusted annually as follows;
a) The adjustment and change in the License Fee shall be determined according to the cost of
living changes in the Consumer Price Index for All Urban Consumers —(CPI-U), Dallas-Fort
Worth, TX., "All Items", as published by the Bureau of Labor Statistics, U.S. Department of
Labor (the "CPl Index").
Denton-NW of Lakeview Lilvd,
Sanitary Sewer Line Page 1 of 6 Mile Post 726.23
b) The CPl Index figure for the rnonth of July 2014 is hereby fixed and established as the Base
lndex Figure in the computation of adjustment of rentals lierein provided. At tl�e
commencement of each annual period as provided I�erein, the CPI lndex for the month of
March of sucl� yesr sl�all be ascertained And noted and the rent for tl�e next annual period
shall be adjusted by increasing or decreasing the License Fee, percentage-wise as the CPI
[ndex for the montli of March has increased or decreased as compared with the Base Index
Figure as I�erein fixed, PROVIDED HOWEVGR, that under no circumstances shAll the
License Fee ever be less than $1,695.00 per year.
c) If any time during the term hereof tl�e U.S, Bureau of Labor Statistics sl�all discontinue the
issuance of the CAI Index, tlle parties shall use any otlier standard nationally recognized cost-
of-living index for the Dallas-Port Worth area then issued and available, which is published
by the U.S. Government.
d) Acceptance of any License Fee by Licensor after written notice of termination or expiration
of this License shall not waive, reinstate, continue or extend tl�e terms of tl�is License.
e) It shall be the obligation of the Licensor fo calculate the License Fee annually and invoice the
Licensee 30 days prior to each Anniversary date of tlie Effective Date of this License. The
invoice sliall be mailed to the Director of Finance, City of Denton, 215 E. McKinney St.,
Denton, Texas 76201.
3,U2. The payment shall be due on each anniversary date of the Effective Date of this License.
3,03. Acceptance of any License Fee by Licensor after written notice of termiiiation or
expiration of this License shall not waive, reinstate, continue or extend the term of this License.
3.04. Any payment not received by Licensor by tlie lOth day ufter it is due, shall bear a late
charge of $25.00 to help offset tl�e administrative cost involved in handling suclt late payment. For any
payment uot received by Licensor by tlie 15th day �fter it is due, such payment shall bear interest at the
i'ate of 18% per annum from the date it was due until it is paid, in addition to the late charge.
4. Non Exclusive License. Tl�is License is non-exclusive and is subject to (a) any existiiig utility,
drainage or communication facility loeated in, on, under, or upon tlie Property owned by Licensor, any
Railroad, utility, or communication cornpany, public or private; (b) all vested riglits presently owned by
any Railroad, utility or communication company, located withiai the boundaries of the Property; and (c)
any existing lease, license or otlier interest in the Propei�ty granted by Licensor to any individual,
corporation or otl�er entity, public or private.
5. Design, Construction, Operation and Maintenance. Licensor's use of tl�e Properly and
Adjoining property may include the use of elecU•ically powered equip�t�ent. Notwithstanding Licensor's
inclusion within its system of n�eASUres desi�ned to reduce stray current which may cause corrosion,
Licensee is hereby �varnecl that such measures may not prevent electricnl current being present in
proximity to tlic Permitted lmprovement and thAt such presence coulcl produce cnrrosive effects to
tl�e Permitted Improvement. Licensec waives any claim and releases Licensor with rcgar�l to any
claim urising from such corrosion.
5.01. All design, construction, reconstruction, replacernent, removal, operation and
maintenance of the Permitted Improvement on the Properry shall be done in such a manner so as not to
interfere in any way with the operations of Licensor or other Railroad operations. ln particular, cathodic
protection or otl�er stray current corrosion cotitrol measures of tlie Permitted Improvement as required
Denton-NW of Lakeview Blvd.
----___..._...�._.�—_..,..m.,.�..� _ .._.....�_
Sonilary Scwer Line Pnge 2 of 7 Mile Post 726.23
shall be made a part of the design and construction of the Permitted Improvement.
5.02, During the design phase and prior to commencing any construction on tlie Property, a
copy of the construction plans sl�owing the exact location, type and deptl� oi the construction, any
cathodic protection measures and any working area, sliall be subntitted for written approval to Licensor
and Railroad. Such approval shall not be unreasonably withheld, No work shall commence until said
plans have been approved by Licensor.
5.03. Licensee agrees to design, construct and maintain die Permitted Improvement in such a
manner so as not to create a hazard to tl�e use of tl�e Aropeny, and further a�rees to pay any damages
which tnay arise by reason of Licensee's use of tlie Property.
5.04. Licensee cove�ants and agrees to institute and maintain a reasonable testing program to
deterinine whetlier 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. Licensor makes no warraniy regarding subsurface installations on the Property.
Licensee shall conduct its own inspection of same and will not rely on tlYe absence or presence of
markers.
5.06. Licensec shall providc to Licensor linal construction drawings ("as-builts") that are
signed and sealed by a Texas Professional Engineer witl�in sixty ("60") days of completion of the
project.
6. Governmentnl Approvals. Licensee, at its sole cost and expense, shall be respottsible for and
sl�all obtain, any and all licenses, permits, or other approvals fi•om any and all governmental agencies,
federal, state or local, required to carry on any activity permitted lierein.
7. Licensor's Standard Contract and Insurance. No work on the Property shall be commenced
by Licensee ar any contractor for Licensee until such Licensee or contructor shall have executed Licensor
's Construction Agreement and Contractor's Right of �ntry covering such work, and has furnished
insurance coverage in such arnounts and lypes as sliall be satisfactory to Licensor. 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 aiid thereafter, to avoid damagi��� �3�}� �:xisiir�� l���i�di����, �;��taipsY�c��it �i�d vc:��tati�K�
on or about the Aroperty aiid any adjacent property �a�vr��c4 ��}{ t�r ��i���er tl�� �.a��t��€�i �f" L����1svi°, If t���
Licensee or its contractor causes damage to the Propca��� �re �ray za��j������ ��r�����ty, z1�� [�i��:����� ��,cil�l' sEx
contractor shall immediately replace or repair the daniF��;e �t Git� �z��t r�r �x�����s� t�s Lic�i�sQ�•. [4` 1�'s+�c:r����:
or its contractor fails or refuses to make or effect any ��ac1t r�p���° ��' r�I��ae.�r�5����, �����er���s" s1��11 ia��v� t3��
right, but not tl�e obligation, to make or effect any sucl� �°����ir �r ��;��t�c�a���w�t �rt tl�� :�c�lu �c�;�i €t���! e��ae��s�
of Licensee, which cost and expense Licensee agrees to pay to Licensor upoii demand.
9. Environmental Protection.
9.01. Licensee shall not use or permit th� ��s� �i� t1�c. �'�•c��aer��r t"�s�• sariy �s�ar}�c�se tlx�l f���y k�� ���
violation of any local, state or federal laws pertaii�i�7� �c� ki��it�� �� tla� eFavir�s�e��cryt, a��cl�i�`s►�� %ut �7�a�
limited to, the Comprehensive Environmental Respcar�s�, C:caa�������s=�ti��r� �o�ci Li<��ai1i�' ��t {'"C'i:i��l��""),
the Resource Conservation and Recovery Act ("R�l�r�"'), cl��. ���zs�� W=stc�' r'l�.t ("`�5"v",A"} ���d ti�e �1�e:t�
Air Act ("CAA").
__. — - - _...._..�
Qenton-NW of Lakevicw I31vd.
Sanitary Sewer Line Page 3 of 7 Milc Post 726.23
9.02. Liceiisee warrants that the Permitted Use of the Property �vill not result in the disposal or
otlier release of any hazArdous substance or solid waste on or to the Property, and tl�at it will take all steps
necessary to ensure that no sucli hazardous substance or solid waste will ever be discharged onto tl�e
Properly 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") sl�all have tl�e meanings specified in
the RCRA; PROVIDED, HOWEVER, that in the eve��t eitl�er CERCLA or RCRA is amended so as to
broaden Che meaning of nny term defined tl�ereby, such broader meaning sl�all apply subsequent to the
effective date of such Amendment; and PROVIDED FURTHER, tltat to tlie extent tl�at the laws of tlte
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.
9.04. Licensee sl�all indemnify, defcnd and holcl Licensor, Railroad, DCTA and Herzog
Transit Services, Inc. harmless, to the extent allowed by luw ap�licable to Texas I►ome-rule
municipulitics, against all cost of euviro��it�entAl clean up to tlie Property resulting rrom Licensee's
use of the Property under tliis License.
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 mechanic's or materi�lmen's liens of any nature
to be affixed a�ainst tlie Property by reason of any work done or materials furnisl�ed to the Properry at
Licensee's instance or request.
11. MuintenAnce of Completed Improvements. The Permitted Improvetnent shall be maintained
by the Licensee in such a manner as to keep tlie Property in a good and safe condition with respect to
Licensee's use. In tl�e event the Licensee fails to maintAin tlie Property as required, upon discovery,
Licensor shall notify Licensee of such occurrence in writing, ln the event Licensee shall not have
remedied tl�e failure within ten (10) days from the date of such notice, Licensor shall have the right, but
not the obligation to remedy such failure at the sole cost and expense of Licensee. ln the event Licensor
exercises its right to remedy Licensee's failure, Liceiisee a�rees to immediately pay to Licensor all costs
incurred by Licensor upon demand.
12. Futurc Use by Licensor.
12.01. This License is made cxpressly subject and subordinate to tlie right of Licensor to use tlie
Property for ai�y purpose wl�atsoever.
12.02, In the event that Licensor shall, at any time subsequent to the date of this License, at its
sole discretion, determine that the relocation of the Permitted Improvement shall be necessary or
convenient for Licensor's use of the Property, Licensee shall, at its sole cost and expeiise relocate said
Permitted Improvement so as not to interfere �vith Licensor's or Licensor "s assigns use of the Property.
In this regard, Licensor may, but is not obligated to, designate other property for the relocation of tl�e
Permitted Improvement. Licensor sliall give a minimum of one hundred eighty (180) days written notice
of any required relocation. Licensee shall promptly commence to makc the required changes thereafter
and sliall diligently complete tlie relocation as required within a reasonable period.
13. Relocation BeneCts. The parties hereto agree that the construction of the Permitted
lmprovement on the Property shall be subsequent to the acquisition of the Property by Licensor and that
Licensee does l�ereby waive any and all claim tl�at it may have under the Act, or otherwise, regarding the
paytneiit of any and all relocation benefits and that all costs associated with any relocation of sucl�
lmprovements shall be borne by Licensee.
�..���__�_.._��_��aa�rc ,..
Denton-NW of Lakevie�v Blvd.
Sanitary Scwer Linc Page 4 of 7 Mile Posl 726,23
14. Duration of Licensc. This License sl�all terminate ai�d be of no further force and effect (a) in the
event Licensee shall discontinue or abandon tl�e use of tl�e Permitted Improvement; (b) in the event
Licensee shall relocate tl�e Permitted lmprovernent from the Property; (c) upon termination in aecordance
with paragrapl� 19 of this License, whichever event first occurs.
15. Compliance With Laws and Regulations. Licensec agrees to abide by and be govcrned by
all laws, ordinances and regulations of any and all governmental entities having jurisdiction over
the Licensee and by railroad regulatlons, policies and operating procedures established by the
Railroad, or other Applicable rpilroad regulating bodies, and Licensee Agrees to indemnify and hold
Licensor harmless, to the extent Allowed by Inw a��licAble to Texas home-rule municipalities, irom
any failure to so abide and all actions resulting therefrom,
ld. IndemnificAtion. Licensee shall at all times protect, indemnif'y, defend and hold Licensor
and the Railroad harmless, to the extent allowed by Iflw applicable to Texas home-rule
municipalitfes, against and from any and all loss, cost, damage or exnense, including attorney's fecs
and including, without limitation, clAitns of negligence, arising out of tl�is License (including by
exam�le and not limitation, Licensce's acts or failure to act hereunder), Licensee's use in any way
of tl�e Pro�erty, or arising from any accident or other occurrence on or about tlie Property,
resultiag in personal injury, death, or property dam�ge, except to the extent fault is judicially
determined against Licensor.
17. Termination of License. At sucli time as tltis License may be terminated or canceled for any
reason whatsoever, Licensee, upon request by i.icensor, sliall 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 Propetty to a condition
satisfactory to Licensor, at Licensee's sole expense.
18. Assignment. Licensee shall not assign or transfer its rights under tf�is License in whole or in
part, or permit any otlier person or entity to use the License liereby granted without the prior written
consent of Licensor whicl� Licensor is under no obligation to grant.
19
20
Metl�ods ot' Termination. This License may be terminated in either of the following ways:
19.01, By written agreement of both parties; or
19.02. By eitlier party siving tl�e other party one I�undred eighty (180) days written notice; or,
19.03. By expiration ofthe term ofthe License without further renewal.
Miscellaneous.
20.01. Notice. When notice is permitted or required by this License, it sl�all 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 tl�e parties at tl�e following addresses;
LICENSOR: Dallas Area Rapid Transit OR
1401 Pacific Avenue
Dallas, Texas 75202-7210
ATCN: Railroad Management
P. O. Box 6G0163
Dallas, Texas 75266-7210
_ _..___ � . ...�.._. _ _. - _� ._.._
Denton-N W of Lakeview Blvd,
Seniiary Sewer Line Page 5 of 7 Milc Posl 726.23
LICENSEE: City of Denton
215 E. McKinney Street
Denton, Texas 76102
Either party may from time to time designate another and different address for receipt of notice
by giving written notice of sucl� change of address.
20.02. Governing.Law. Tliis License shall be construed under and in accordance with the laws
of the State of Texas.
20.03. Entiretv �nd Amendments. This License 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 parly against whom enforcement is sought.
20.04. Parties Bound. Tl�is License shall be hindi�ig upon and inure to the beneft of tlte
executing parties and their respective heirs, personal representatives, successors and assigns.
20.05. Number and Gender. Words of any gender used in tl�is License shall be held and
construed to include any other gender; and words in the singular shall include tl�e plural and vice versa,
unless the text clearly requires otlierwise.
20.06. No .loint Enterprise. The parties do not intend that tl�is License be construed as finding
that tl�e parties liave formed a joint enterprise, Tl�e purposes for wl�ich each party has entered into this
License are separate and distinct. ]t is not tlie intent of any of the parties that a joint enterprise
relationship is being entered into a�id the parties iiereto specifically disclaim such relationship. This
License does not constitute a joint enterprise, as tliere are no common pecuniary iiiterests, no commoii
purpose and no equal riglit of control among tl�e parties hereto.
20.07. Counterparts. The parties may execute tl�is Agreement in mwltiple ori�inals and wlien
taken together, those originals constitute a wl�ole.
e..__� ���.�.._
__�. --�_ --
Denton-NW of Lakevicw E31vd.
Sanitary Sewer Line Page 6 of 7 Mile Posi 726,23
IN WITNBSS WHfiREOF, tl�e parties have executed this License in multiple originals on the date last
signed,
LICENSOR: DALLAS AREA RAP1D TRANSIT
�- °,
BY: � � �1 �`����{., � �,�
n .....
t'�ii��t ',r�, DE LA l�iA�tZ�- t'L'�Jf#�1fik�(�
Vice Presideitt
��a��ur��� r• R�il & Railroad �r�����n�aat.
Date: ' C ' f r
LICENSEE: CITY OF DENT�N
,� ..-� �. -.. -� -�
�
� ,�°y �
� . , _... wa
�Y: _. �� -� � r. �� �
� ._.. .
.�..� .
GEORGE c. �,�r�����;t��.
Ciry Mana�er
.
Date: _ .. .�'�� �__. �� �_ �' �=�
�''� � ;.�.
,. ..r�
Denton-NW oFLakeview Bl�d.
Sanitary Sewer Llnt Page 7 of 7 Mile Aost 72G.23
�� �_� �� . . .�� . . :. .,
� � �� � �
� � ��� �� ������� � ��¢�� ��� � � �n: �,:� �
� �,
g � ° ���E��� �� ���¢ � � ° � � ����� � �� � � � �
N � � ���������������� � ��������� �$��� ��� t ��� �k �
�� � � � � � � � � � 6�gd�� �ye� � �� �.�N� x�
9,� �rJc�°tt�$roY��':1'Q��i i' �� �e��b ��. 4 '��
p � �I� �I�I� � � 9a
5�� 5�� �. ...�� �+
` �' ���y� °�8s i, � �9j" �
�'"'�' ia��ex i��� � ���ix°'�� �
���� � � �
��g ���� ��� ���o '
�_,sv� l, � ��
��� ����� l � �k � ��� ��g��
��: �� � �
�;� ���� � ���� �� a ����� 3� ��
� � � ��,_� e� _ _...
�� � ���� �
� �, g.--�`
� � � � ,���
, O r �._���, � ��
i �
� �
`� 0
�
�.
i �
� �
s O
s �
� �
��� � ,,' ����
� i�
�% `�
kp
3� `
�t � ��. ���'''�' � �
`�+�.��� : � �� '�" _ `=� ,`��',�
� �9 °"�„
! �
I � P• � �� ��
� � � �* ���� �y � a�����
i � � � ��_' ������4 ���i����� �
� r�� — _..- � "��� � 5�
� �� _
� � �� � �
���:�- -� --- .� ���� �� \ �
` a r
v
�Y �' � �4��
`-e. � � � '' `` "° --- —
y � � � ��� �
��< � �� � � �
�� —� ��� � it� � ����� �� ���
� k� ��,
¢�
,•-� ___-�_ .
�- _ � � �°
���..x�.°��-�`��� �" `"'"
J'i2-d d � . . ..... _� �.
� �k;�y `� �%-,.'�,'�,���'"fFY4'SA'1't�Mlill'1-�
�
�� _'�` ^..-�.., �'— r....� _
�'°--� �
�=9 �_
�.�-.�rv �'�"",��„'
�1�ltia�� #nsT .� �� -,°^v'� .,,.,_w ...,m
. . 1"°bi� �n � " }-�l . �1ty" x�"n'�w"��..
1 .w-�.�+"4n. �'_.` ...�..�. , ��.n��u�s..- °'-t
_ �„�, .� .�. . .s . ^P-�
1 l� °' I���.
� = —��.,a�.� ^ —�., � �
�� � � �� tiw � � � � ! e�,���a�;,�� � gy�� e
6€ LN I 92 109 I G2 Nl � 609 j�°°°°�'1E 48 �� �— _ EC NXDYi �i� !1
� YGWYIX � g� M�.� y�� �., I i���p 4
� iG{8 Od A. RY�� A%���R � .m `�� ..,..._ `$ tK g
s�v i��ia�s ��a ������ y a
� erra� �r �u�a�a ��as � �,� 1 �� . ,o, �...
. � � �� � ��� �
i_a_—�--_ ..�___�__� � � ��-_---- �
i � ' ± i
a
�
m
W
���� � � i
���� _ �� �
���a� g � � w',
r"d���,.�
�7 OC � at � i
O W � �
� � ���:
S w �� i
� y � i i
� R ���.. F �.. �
� `{ a �
w
������
�
: ��
� i � � a ������
N.: � ����.�
�����
,. � � � $ � � � � � � � ��
�
�
,
S
�
�
�
�
Citv of Denton Reimbursement A�reement
(Regarding DART License Fee)
This City of Denton Reimbursement Agreement ("the Agreement") is between the City
of Denton, Texas, a Texas municipal corporation ("City"), and 4984 Partners, Ltd., a Texas
limited partnership ("Developer"). City and Developer shall collectively be referred to as the
"Parties." The effective date of the Agreement is the date last signed by either the City or the
Developer.
A. Recitals
1. The Developer is the owner of real property in the City of Denton, Denton
County, Texas, described as Lot 1, Block A, Classic Cars Addition, an Addition to the City of
Denton, Denton County, Texas, according to the plat recorded at Document No. 2014-266, Plat
Records, Denton County — County Clerk, Denton County, Texas ("Property").
2. The Property is suitable for development but was without sewage disposal
services.
3. The City owns and operates sanitary sewer systems throughout the city ("City
Sewer Systems").
4. The Developer, at its sole cost and expense, has designed, constructed (or will
have constructed) and installed (or will have installed) the necessary valves, services, sewage
pumping station, force main, gravity sewer mains, manholes, laterals and other needed
improvements at its expense to provide sewage disposal service to the Property through the City
Sewer Systems.
5. To obtain sewage disposal service to the Property the Developer has installed (or
will have installed) a sanitary sewer line from the Property through City park property and under
Dallas Area Rapid Transit ("DART") rail property and connect the same to the City Sewer
Systems.
6. To accommodate the connection of the sanitary sewer line from the Property to
the City Sewer Systems the City granted permission to the Developer to construct the sanitary
sewer line on City park property and obtained a license from DART for the same to be
constructed under DART rail property.
7. The license agreement between the City and DART requires that the license
agreement be renewed annually and that an annual license fee not less than $1,695.00 be paid by
the City ("License Agreement"; A copy of the License Agreement is attached as Exhibit "A".).
8. The sanitary sewer line constructed by Developer on City park property and under
DART rail property is for the sole and exclusive use of the Property. However, after the
completion and construction of the sanitary sewer line, the portion of the sanitary sewer line
located on City park property and DART rail property will be owned and maintained by the City.
Page 1 of 6- City of Denton Reimbursement Agreement
9. In order to provide sewage disposal services to the Property the Developer has
agreed to reimburse the City for each annual license fee the City pays to DART.
10. The Parties desire to enter into the Agreement setting forth the mutual
understandings and undertakings regarding the reimbursement to the City by Developer of each
annual license fee required by DART under the terms of the license agreement between the City
and DART.
Therefore, in consideration of the mutual covenants contained in the Agreement, and
other good and valuable consideration, the receipt and adequacy of which the parties
acknowledge, the Parties agree as follows:
B. Agreements
1. Reimbursement of Annual License Fee. The Developer shall reimburse the
City for all amounts the City pays to DART in accordance with the terms of License Agreement
so long as the License Agreement remains in full force and effect.
a. Annual Payment Amount; Payment Due Date; Place of Payment. The
annual payment amount payable to the City (payable to the order of the "City of Denton,
Texas") from Developer shall be $1,695.00 ("Annual Payment"). Beginning in 2015,
Developer shall make the Annual Payment to the City on or before August 31 of each
year. The Annual Payment shall be delivered to the City at City of Denton, Texas,
Finance Department, 901A Texas St., Denton, Texas 76210 or any other place that the
City may designate in writing.
b. Reimbursement of Annual License Fees That Exceed the Annual Payment
Amount. If the annual license fee paid by the City to DART exceeds the Annual Payment
the Developer paid to the City, the City will notify the Developer in writing of the
difference in the amount. The Developer shall pay that amount within 15 days of the
receipt of the written notice from the City.
c. Annual Interest Rate on Unpaid Amounts. Unpaid amounts include
amounts in both B.l.a. and B.2.b which remain unpaid after the date in which those
respective amounts were due ("Unpaid Amounts"). The annual interest rate on all Unpaid
Amounts is ten (10.0%) percent.
2. City May File Lien Against Property for Unpaid Amounts. The City may, at
anytime, file a lien in the Real Property Records, Denton County, Texas, against the Property for
any and all Unpaid Amounts.
a. Contents of the Lien. The lien shall include a sworn statement of the
unpaid amounts claimed, the name and last known address of the owner of the Property, a
general statement indicate the period covered and amount owed for that period, and a
description, legally sufficient for identification of the Property sought to be charges with
the lien.
Page 2 of 6- City of Denton Reimbursement Agreement
b. Notice of Filed Lien. The City shall send a copy of the lien by registered
or certified mail to the owner of the Property at the owner's last known address not later
than the tenth day after the date the notice is filed in the Real Property Records, Denton
County, Texas.
3. Limitations for Collection or Foreclosure Waived; Other Rights and Remedies
Not Waived. The Developer waives any and all statute of limitation periods that may be
applicable to the City pursuant to the Agreement for either the collection of any unpaid amounts
owed by Developer or foreclosure of any of the liens filed against the Properiy. The City does
not waive all other rights and remedies, at law or in equity, it may have for breach of the
Agreement.
4. Covenants Running with the Land. The Parties agree that the provisions of this
Agreement will be deemed to be covenants running with the land that are for the benefit of, and
create burdens on, the Property.
5. Binding Effect. This Agreement binds, benefits, and may be enforced by the
successors in interest to the parties.
6. Choice of Law. This Agreement will be construed under the laws of the state of
Texas, without regard to choice-of-law rules in any jurisdiction. Venue is in Denton County,
Texas.
7. Attorney's Fees. If either party retains an attorney to enforce this Agreement,
the party prevailing in litigation will be entitled to recover reasonable attorney's fees and court
and other costs.
8. Severability. If a provision in the Agreement is unenforceable for any reason, to
the extent the unenforceability does not destroy the basis of the bargain among the parties, the
unenforceability does not affect any other provision of this agreement, and the Agreement will
be construed as if the unenforceable provision had never been a part of the same.
9. Remedies Cumulative. Except as otherwise provided herein, all rights,
privileges, and remedies afforded the parties by the Agreement will be deemed cumulative and
not exclusive and the exercise of any remedy will not be deemed to be a waiver of any other
right, remedy, or privilege provided for herein or available at law or in equity. It is expressly
understood that a recovery in damages may not be an adequate remedy for a violation of the
provisions of the Agreement and that the granting of equitable remedies may, and probably will,
be necessary.
10. Captions. Captions used in the Agreement are for convenience only and will not
be considered as a limitation on or an expansion of the terms of the Agreement.
11. Construction of Agreement. The terms and provisions of the Agreement are the
result of negotiation between the Parties and neither of which has acted under duress or
compulsion, legal, economic, or otherwise. Consequently, the terms and provisions of this
agreement will be interpreted and construed in accordance with their usual and customary
Page 3 of 6- City of Denton Reimbursement Agreement
meanings, and the parties expressly waive and disclaim any rule of law or procedure interpreting
or construing this agreement otherwise, including, without limitation, any rule of law to the
effect that ambiguous or conflicting terms or provisions in this agreement must be interpreted or
construed against the party whose attorney prepared this agreement or any draft hereof.
12. Other Instruments. The Parties to the Agreement covenant and agree that they
will execute any further instruments and agreements necessary or convenient to carry out the
purposes of the Agreement.
13. Entire Agreement. The Agreement is the entire agreement of the Parties
concerning the matters described herein. There are no representations, agreements, warranties, or
promises, and neither party is relying on any statements or representations of any agent of the
other party, that are not in the Agreement.
14. Notices. Any notice required or permitted under the Agreement must be in
writing. Any notice required by the Agreement will be deemed to be delivered (whether actually
received or not) when deposited with the United States Postal Service, postage prepaid, certified
mail, return receipt requested, and addressed to the intended recipient at the address shown in the
Agreement. Notice may also be given by regular mail, personal delivery, courier delivery,
facsimile transmission, or other commercially reasonable means and will be effective when
actually received. Any address for notice may be changed by written notice delivered as
provided herein. As of the date of the Agreement notices shall be sent to:
City of Denton, Texas ("City")
City of Denton — Legal Department
215 E. McKinney St.
Denton, Texas 76201
4984 Partners, Ltd. ("Developer")
4984 Partners, Ltd.
c/o 4984 Land, LLC, General Partner
Thomas R. Durant, Registered Agent
1101 State Highway 114
Grapevine, Texas 76099
15. No Third-Party Beneficiaries. Nothing in the Agreement, expressed or implied,
is intended or may be construed to confer on any person or entity, other than the Parties and their
respective successors, and assigns, any right, remedy, or claim by reason of the Agreement. This
agreement is intended for the sole and exclusive benefit of the parties and their respective
successors and assigns.
16. Time. Time is of the essence with respect to each covenant, agreement, and
obligation of the Parties set forth in the Agreement.
Page 4 of 6- City of Denton Reimbursement Agreement
17. Counterparts. If the Agreement is executed in multiple counterparts, all
counterparts taken together will constitute the Agreement.
4984 Partners, Ltd., a Texas limited partnership ("Developer")
Executed on the ��" day of _����� , 2014.
By: 4984 Land, LLC, a Texas limited liability company, and its Sole General Partner and
Managing Partner
By
Thomas R. Durant, President
City of De�ton, Texas ("City")
�;x��;uied r�n il�� ��� �`,�` ��� c�� _ Cf ,�` ,��� �� �----- a �{�1�.
# � ,.��° wM ,,. r ' � M �� � s,:;�
.�
�
B' �� �
y x _ ��,�.�� �
. �,M
C;c��•��, Campbell, City Manager
Page 5 of 6- City of Denton Reimbursement Agreement
Acknowled�ements
State of Texas
Denton County
f
"I`��is i�a�trument was acknowledged before me on the .`��`�`� day of
��°°���� , 2014 by George Campbell, City Manager, City of Denton,
Texas, a exas municipal corporation, on behalf of the City of Denton, Texas.
e �_
a�� � �_��.. � m �.�,
�,Y:, , �.��.���� �� ����������a
[�i��� ����' �� . ��z���y ��a�a�i�, �8c�9� a�t r�:x�a� j� � =r
�� �c��a�?ss6t��s �r��r�� � ✓ � �.��'�� �=-- � J���������`�-�` �'��r�
'" °'" ��3�� ��� ���� ��
,,�$y , � —
�a.. � ���-���� N�a�� ` Public, State of Texas
State of Texas §
Denton County §
�'his instrument was acknowledged before me on the � S day of
��►.�,.�..� � , 2014, Thomas R. Durant, President of a 4984 Land, LLC, a
Texas limite liability company, in its capacity as Sole General Partner and Managing Partner of
4984 Partners, Ltd., and acknowledged to me that the same is the act of 4984 Partners, Ltd, a
Texas limited partnership, on behalf of said limited liability company, on behalf of said limited
partnership.
��� _
r�n� � �����, ��. m_. ��_
'� i � ' �' �,: TAPAMY KIMBER �
stam � .� a MY COMMISSION EXPIRES
� p � � May 15, 2016
�� ��r��" �
�� �
After recording, return to:
Paul Williamson, Real Estate Manager
City of Denton
City Service Center
901 A Texas St.
Denton, Texas 76210
_ .-n ``` .
l��t�ry �1� , �t� c of Texas
Page 6 of 6- City of Denton Reimbursement Agreement
Exhibit A
to
Reimbursement Agreement
AGREEMENT NO. 220719
LICENSE AGREEMENT
THIS Agreement ("License"), is made by and between DALLAS AREA RAPID TRANSIT
("Licensor"), a regional transportation authority, created, orsanized and existing pursuant to Chapter 452,
Texas Transportation Code, as amended (the "Act") and C1TY OF DENTON ("Licensee"), a Texas hnme
rule municipal corporation acting herein by and through its duly authorized official, whose mailing
address is 215 E. McKinney Street, Denton, Texas 76201.
Pursuant to an agreement between Licensor and Dallas, Garland and Northeastern Railroad
Company, (hereinafter the "Railroad"), freight railroad operations exist on Licensor's corridor. Pursuant
tn an agreement between Licensor and Denton County Transportation Authority (DCTA), passenger
operations exist on Licensor's corridor. Licensor contracts with Herzog Transit Services, Inc. to provide
the DCTA passenger service and Railroad maintenance.
l. Purpose. Licensor hereby grants a license (the "License") to Licensee for the purposes of constructing,
installing, maintaining and operating one 3-inch HDPE sanitary sewer line within one 8-incli steel casing
(the "Permitted [mprovement") crossing the Northwest Denton Line approximately 1,723 feet northwest
of Lakeview Boulevard, at Mile I'ost 726.23, in Denton, Denton County, Texas, more particularly
described as shown in Exhibit "A", dated June 2014, attached liereto and incorporated herein for all
pertinent purposes, (the "Property").
The Propecty shall be used by Licensee solely for tlie purpose of operating and maintaining the
Permitted [mprovement (tlie "Yermitted Use"). Licensee's riglit to enter upon and use the Property shall
be limited solely to the Permitted Use and the Permitted Improvement,
2. Term. 1'he effective date ("Effective Date") of this License shall begin on the later of the dates when
signed by the Licensor or Licensee.
2.01. Primary Term. The primary term of this License shall be one (1) year from the Effective
Date of the same, and renewable annually as provided herein.
2.02. Right to Renew. The L'tcensee sliall have the right to renew the License annually.
2.03. Renewal Presumed. This License is presumed to be renewed annually, subject to the
payment of the consideration as required herein, , unless the Licensee gives written notice to Licensor of
earlier termination no later tlian ninety (90) days prior to the expiration of the term.
3. Consideration.
3.01. The consideration for the granting of this License shall be (a) payment by Licensee to
Licensor the sum of ONE THOUSAND SIX HUNDRF.11 NINETY FIVE AND NO/100 ($1,695.00)
DOLLARS per annum, payable annually in advance (the "License Fee"), and (b) the performance by
Licensee of each of the obligations undertaken by Licensee in this License, PROVIDED, HOWEVER,
that the "License Fee" shall be adjusted annually as follows:
a) The adjustment and change in the License Fee shall be determined according to the cost of
living changes in the Consumer Price Index for All Urban Consumers —(CPI-U), Dallas-Fort
Worth, TX., "All Items", as published by the Bureau of Labor Statistics, U.S. Department of
Labor (the "CPI Index").
Dcnton-N W of Lakeview F31vd,
Sanitary Sewer Line Page 1 of 6 Mile Post 726.23
b) The CPI Index figure for the month of July 2014 is hereby fixed and established as the Base
Index Fi�ure in the computation of adjustment of rentals herein provided. At the
commencement of each annual period as provided herein, the CA1 Index for the month of
March of such year shall be ascertained And noted And the rent for the next annual period
shall be adjusted by increasing or decreasing the License Fee, percentage-wise as the CPI
Index for tl�e montli of March has increased or decreased as compAred with the Base Index
Figure as herein iixed, ['ROVIDED HOWEVGR, that under no circumstances shall the
License Fee ever be less tl�an $1,695.00 per year.
c) If any time during tl�e term hereof tlie U.S, Bureau of Labor Statistics sl�all discontinue the
issuance of the CAI Index, the parties shall use any other standard nationally recognized cost-
of-living index for the Dallas-Fort Wortl� area tlien issued and available, which is published
by the U.S. Government,
d) Acceptance of any License Fee by Licensor after written notice of termination or expiration
of this License sliall not waive, reinstate, continue or exlend tl�e terms of tV�is License.
e) lt shall be the obligation ofthe Licensor io calculate tl�e License Fee annually and invoice the
Licensee 30 days prior to each anniversary date of tl�e Effective Date of this License. The
invoice shall be mailed to the Director of Financc, City of Denton, 215 E. McKinney St.,
Denton, Texas 7620 ] .
3.02. The payment sliall be due on eacli anniversary date of tl�e Effective Date of tliis License.
3.03. Acceptance of any License Fee by Licensor at�er written �iotice of termination or
expiration of this License shall not waive, reinstate, continue or extend lhe term of this License.
3.04. Any payment not received by Licensor by the lOth day ufter it is due, sl�all bear a late
cliarge of $25.00 to I�elp offset the administrative cost involved in h�ndling sucl� late payment, For any
payment not received by Licensor by tlie 15th day after it is due, sucl� payment shall bear interest at the
rate of 18% per annum from the date it was due uiitil it is paid, in addition to the late cl�arge.
4. Non Exclusive Lieense. Tl�is License is non-exclusive and is subject to (a) any existing utility,
drainage or communication facility located in, on, under, or upon the Property owned by Licensor, any
Railroad, utility, or communication cornp�ny, public or private; (b) all vested rights presently owned by
any Railroad, utility or communication company, located witl�in the boundaries of the Property; and (c)
any existing lease, license or other interest in the Propei�ty granted by Licensor to any individual,
corporation or olher entity, public or private.
5. Design, Construction, Operation and Maintenance. Licensor's use of the Property and
Adjoining property may include the use of electrically powered equiprnent. Notwithstanding Licensor's
inclusion witl�in its system of ineASUres desigiied to reduce stray current wl�ich may cause corrosion,
Licensee is hereby warned that such measures may not prevent clectrical current being present in
proximity to tl�e Permitted Improvement and tl�at sucl� presence cnuld produce corrosive effects to
tlie Permitted Improvement. Licensec waives any claim and releases Licensor vvith regard to nny
claim arising from such corrosion.
S.O1. All design, construction, reconstruction, replacement, removal, operation and
maintenAnce of the Permitted lmprovement on the Property shall be done in such a manner so as not to
interFere in any way witl� tlie operations of Licensor or otl�er Railroad operations. ln particular, cathodic
protection or other stray current corrosion control measures of the Permitted lmprovemeiit as required
. �.W.�._.. �..�.� -
Denton-NW of Lakeview filvd.
Sonilary Sewer Line Page 2 of 7 Mile Posl 726.23
shall be made a part of the design and construction of the Permitted Improvement.
5.02. During the design pl�ase and prior to commeucing any construction on tl�e Property, a
copy of the construction plans sliowing the exact location, type and deptl� of the construction, any
cathodic protection measures and any working areA, sl�all be subittitted for written approval to Licensor
and Railroad. Such approval sl�all not be unreasonably withl�eld. No work shall commence until said
plans have been approved by Licensor,
5.03. Licensee agrees to design, construct and maintain the Permitted Improvement in such a
manner so as not to create a hazard to tlie use of tlie Property, and furtl�er agrees to pay any damages
which may arise by reason of Licensee's use of tlie Property.
5,04. Licensee covenants and agrees to institute and maintain a reasonable testing program to
determine wliether or not additional cathodic protection of its Permitted Improvement is necessary and if
it is or should become necessary, such protection sl�all be immediately instituted by Licensee at its sole
cost and expense.
5.05. Licensor makes no �varranty regarding subsurPacc installations on the Property,
Licensee shall conduct its own inspection of same and will not rely o�� tl�e absence or presence of
markers.
5.06. Licensee shall provide to Licensor Cnal construction dra�vings ("as-builts") that are
signed and scaled by a Texas ProfessionAl Engineer witl�i�� sixty ("60") days of completion of the
project.
6. Governmentnl Approvals, Licensee, at its sole cost and expense, shall be responsible for and
shall obtain, any and all licenses, permits, or otlter approvals fi•om any and all governmental agencies,
federal, state or local, required to carry on any activity permitted herein.
7. Licensor's Standard Contract and Insurance. No work on the Property sliall be commenced
by Licensee or any contraclor for Licensee until such Licensee or contructor sliall l�ave executed Lice�isor
's Construction Agreemenk and Contractoi's Right of �ntry covering sucl� work, and has furnished
insurance coverage in such amounts aiid types as sl�all be satisfactory to Licensor. 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 tl�e
construction period aiid thereafter, to avoid damagir�� �w�y ��:i�t���� k���ii�i���,s, �.c��ai�r��c�it ��ac1 ve�ei3dis�rro
on or about the Property and auy adjacent proper�y �kv���c� E3�+ �r �i��ci�r ti�c; cc���t�'c�l c�!' Ie�ic������`. i� t1��
Licensee or its contractor causes damage to the Pro��rty� �ar ���y �c�,��ce�ii g�rc����s`t�p, t�tc i.aics:��s�� ��tc�l�r' �t�
contractor shall immediately replace or repair the d�a�i���� �t ��o cc��� c�r expc��s� i� 1�►ce��scsr, li �,�4��z���
or its contraetor fails or refuses to make or effect an}� s����i �•�p�ir c��° r��a��cei���t�t, I.i�c:r���e sl�a►ll i��v� tE7e
right, but not the obligation, to make or eFfect any s�ic�i rc�a�ir ��• r�.��a���i��er�t �s� �l�� �c�!€� c��t <�r�� a��.{�e����
of Licensee, which cost and expense Licensee agrees to pay to Licensor upon demand.
9. Environmental Protection.
9„i}1. �,i����se� �h�il ri�t �r�� �r ���°r��it tla� �i�e �f t�» la�°���rty f�r �r�Y �us•g��s� tt��i r���� b� in
violatios� c�� a��� l�c�l, sts�t� ar f�ded��l i��vs pe�-��tii�ii�� tt;� k���9ti� c�r tl�c �i�vir�si����e���, ii�cludia�� k�ut t�nt
limited t�, tl�e (�o�n�mrel�����i�� �nv�ra��s����it�l �tes}�s����.�, �crN7������s�tis��� ����i �����S�t� �t�t �����':i��C1��1"�,
the ResQt�w��e C����erv�tie��� �t�c� ��c��rvc�y ,��t �"1��ii�"�, tla� �4�€��� W4�tcr t��t �`��.;Wt�.") �s�d ti�� �i��s�.
Air Act ("CAA").
� _.� � _--....w...M .m.. _ _
Denton-NW of Lekcview [31vd,
Sanitary Sewcr Line Page 3 of 7 Milc Post 726.23
9.02. Licensee warrants that tlie Permitted Use of tl�e Property will not result in the disposal or
other release of any hazArdous substance or solid waste on or to the Property, and tliat it will take all steps
necessary to ensure that no sucl� hazardous substance or solid waste will ever be discharged onto tl�e
Property by Licensee or its Contractors.
9.03. The terms "hazardous substance" and "release" shall have the meunings specified in
CERCLA and the terms "solid waste" and "disposal" (or "disposed") shall I�ave tlie meanings specified in
the RCRA; PROVIDED, HOWEVER, that in the event either CERCLA or RCRA is amended so as to
broaden the meaning of nny term defined thereby, such broader meaiiin� sliall apply subsequent to the
effective date of such amendment; and PROVIDED FURTHER, that to the extent that the laws of tl�e
State of Texas establisl� a meaning for "hazArdous substance", "release", "solid waste", or "disposal",
which is broader than that specified in eitlier CERCLA or RCRA, sucli broader meaning shall apply.
9,04. Licensee sl�all indemnify, defend and hold Licensor, Railroad, DCTA and Herzog
Transit Services, Inc, harmless, to the extent allowed by law applicable to Texas I�ome-rule
municipallties, against nll cost oi euvironmental clean up to the Property resultiug 1'rom Licensee's
use of the Property under tl�is License.
]0. Mechanic's Liens Not Permitted. Licensee sliAll fully pay for all labor and materials used in,
on, or about the Property and will not permit or suffer any mechanic's or materialmen's liens of any nature
to be affixed against tl�e Property by reason of any work done or materials furnisl�ed to the Property at
Licensee's instance or request.
1l. Muintenunce 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,
Licensor shall notify Licei�see of such occurrence in writing. ln the event Licensee shall not have
remedied the failure witliin ten (l0) days from the date of such notice, Licensor shall liave the right, but
not the obligation to remedy such failure at the sole cost and expense of Licensee. In the event Licensor
exercises its right to remedy Licensee's failure, Licensee a�rees to immediately pay to Licensor all costs
incurred by Licensor upon demand.
12, Futurc Use by Licensor.
12.01. Tliis License is made expressly subject and subordinate to tl�e rigllt of Licensor to use tlie
Property for any purpose wl�atsoever.
12.02. In the event tl�at Licensor sl�all, at any time subsequent to tl�e date of this License, at its
sole discretion, determine that tl�e relocation of the Permitted Improvement shall be necessary or
convenient for Licensor's use of the Property, Licensee shall, at its sole cost and expense relocate said
Permitted Improvement so As not to i��terfere with Licensor's or Licensor's assigns use of tl�e Property.
In this regard, Licensor may, but is not obligated to, designate other property for the relocation of the
Permitted Improvement. Licensor shall give a minimum of one hundred eighty (180) days writlen notice
of any required relocation. Licensee shall promptly commence to make the required changes thereafter
and sliall diligently complete tlie relocation as required within a reasonable period.
13. Relocation Benetits. The parties hereto �gree that the construction of the Permitted
Improvement on tl�e Property shall be subsequent to tl�e acquisition of the Properly by Licensor and that
Licensee does l�ereby waive any and all claim tl�at it may I�ave under the Act, or otherwise, regarding the
payment of any and all relocation benefits and that all costs �►ssociated with any relocation of such
Improvements shall be borne by Licensee.
_�w_.__ _ . �_._ _ ...... � a..........�...� � . �. �.
_ _��
Dcnton-NW of Lakevicw Blvd.
Sanilary Sewcr Linc Ptigc 4 oC7 Mile Aost 726.23
14. Duration of Licensc. This License sl�all terminate aiid be of no further force and effect (a) in the
event Licensee shall discontinue or abandon tlie use of tlie Permitted Improvement; (b) in the event
Licensee shall relacate tl�e Permitted Improvernent from the Property; (c) upon termination in accordance
with paragrapl� 19 of this License, whichever event first occurs.
15. Compliance With Laws and Regulations. Licensee agrees to abide by und 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 thc
Railroad, or other applicable rAilroad regulating bodies, and Licensce Agrees to indemnify and hold
Licensor harmless, to the extent allowed by law applic�ble to Texas I�ome-rule municipalities, from
any failure to so abide and all actions resulting thcrefrom.
16. Indemnificution. Licensee shall at all times protect, indemnify, defend and hold Licensor
and the Railroad harmless, to the extent allowed by I�w applicable to Texas home-rule
municipalities, against and from any and all loss, cost, damage or expense, including attorney's fees
and including, without limitation, claims of negligence, arising out of tliis License (including by
examplc and not limitation, Licensee's acts or failure to act hereunder), Licensee's use in any way
of the Property, or arising from any accident or other occurrence un or about tl�e Property,
resulting in personal injury, deatl�, or property damage, except to the extent fault is judicially
determined against Licensor.
17. Termination of License. At such time as this License mny be terminated or canceled for any
reason wliatsoever, Licensee, upon request by Licensor, sliall 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 Licensor, at Licensee's sole expense,
18. Assignroeiit. Licensee shall not assign or transfer its rights under this License in wliole or in
parC, or permit any other person or entity to use the License hereby granted without the prior written
consent of Licensor whicli Licensor is under no obligAtion to grant.
19
20.
Methods ol'Termination. This License may be terminated in either ofthe following ways:
19.01, By written agreement of both parties; or
]9.02. By either party giving the other party one hundred eighty (l80) days written notice; or.
19.03. By expiration oFthe term of the License without further renewAl.
MiscellAneous.
20.01. Notice. When notice is permitted or required by this License, it shall be in writing and
shall be deetned delivered when delivered in persan or when placed, posta�e prepaid, in the U.S. Mail,
Certified, Return Receipt Requested, and addressed to the parties at tlie following addresses;
LICENSOR: Dallas Area Rapid Transit OR
1401 Pacific Avenue
Dallas, Texas 75202-7210
ATTN: Ruilroad ManAgement
P. O. Box 6G0163
Dallas, Texas 75266-7210
Denton-NW oiLAkeview Blvd.
Sanitary Sewer Line Page 5 of 7 Mile Post 726,23
LICENSEE: CityoFDenton
215 E. McKinney Street
Denton, Texas 76102
Either party may from time to time designate another and different address for receipt of notice
by giving written notice of such change of address.
20.02. Governin�Law. Tl�is License shall be construed under and in accordance with the Iaws
of the State of Texas.
20.03. Entiretv �nd Amendments. This Lrcense embodies the entire agreement between the
parties and supersedes all prior agreements and understandings, if any, relating to the Property and tlie
matters addressed herein, and may be amended or supplemented only by a written instrument executed by
the party against whom enforcement is sought.
20.04. Parties Bo_und_. This License shall be binding upon and inure to the benefit of the
executing parties and their respective heirs, personal representatives, successors and assigns.
20.05. Number and Gender. Words of any 6ender used in tl�is License shall be held and
construed to include any other gender; and words in tlie singular shall include tlie plural and vice versa,
unless the text clearly requires otlierwise.
20.06. No Joint Enterprise. Tlie parties do iiot intend that tl�is License be construed as finding
that tlie parties liave formed a joint enterprise. Tl�e purposes for which each party has entered into this
License are separate and distinct. ]t is not the intent of any of the parties that a joint enterprise
relationship is being entered into and the parties I�ereto specifically disclaim such relationship. This
License does not constitute a joint enterprise, as there are no common pecuniary interests, no comtnon
purpose and no equal riglit of control among tl�e parties hereto.
20.07. Counterparts. The parties may execute tliis Agreement in multiple oribinals and w}�en
taken together, those originals constitute a whole.
�..�..... mw,.�.�__�__.... _�....__ — � ��.� _._� ........_e
Denton-NW of Lakeview F31vd
Sanilary Sewer Line Page 6 of 7 Mile Pos� 726.23
IN WITNESS WHEREOF, tl�e parties Irave executed this License in rnultiple ariginals on the date last
signed,
L]CENSOR: DALLAS AREA RAPID TRANSIT
BY:� �9�1.4'�"�.� � �.�x��,•'��?
���� � DE LA �`� ��_ �_.�vARRO
Viee President
C"c�1������� �r Rail & Railroad r�a�a�esn��ic
Date: ' / 7 ' i �
LICENSEE: CITY OF DENTON
�� __ �
F�w �M�
, � �,..
. , � y.
BY: ����%� �" �,-�- � �.��_ ..
GEORGE C. CAMPBELL�
City Manager
.
Date: .... � � ;•� � � �� `: r' �`P _
� _
�� _ t �
Denton•NW of Lakeview Blyd. �
Sanitary Sewer Line Page 7 af 7 Mfle Post 726.23
� - ��
y e ������ ���� ��� � ��.� � .�
g � � ����p� ������69�y ����a�� � �4�"� � ��� � �� �
N ° � ������9�i���������������lillp�� � ����� ��� � �� ��' ��@ � ��
s
�It T � �� ��
R��� ��+7t�tto$vQe6�/:i'� �I��II�I� � ������ �V` j � �� ,
o � ������ � �� : � . �
� �� ��` � ��,.0
��`' I;��a� ���� � �
y ����� � �� �� .
��� �� . �� � �$ ���
Yf� �.�'4� •� � � � � �a °'��
��� ��� � l ➢� � � 8��� ����a
� �� �� � � �� '
�# �� � l ����� ����x�' ��k ��
.
�� �
`.� � � _� ._, � ., ... . �
U��' �
� U U � ���� � �`;�
j n � ���s�, 3��� �9 -''�� �
� `J O
I
� � O
I
I
� I
I �
i O
I j
� �
L1 !� ��' .
� �*,,, r
�1 � � �
����9 � ��I �
r �.`' ��"���'i�
�,,�` _ �� � _ ��,
� � �r� � �
P �� �
9 a �� 4 .
', �� � ���� � ���� ���'��� �"�
i , � � ��� ���
� ����� ` � ���
i ��� „� �- ° � ��t � !m
% � ` ���- ►� `'�
�%• '� � � ��$� �� t `
��
� ``'` ' �.1! �
� �
� ``~` ` @p� �-- °` �°° 4
I � � � ��� e �
1,�
� I� ��# �'� a.��E�� �$� ���
II ��� ��r�� ta ��?��� x ' ���
„
�r
-�=-c,y�; .�, -°-- �ti'u,_. i `1 -� s�� i r i n-
� � .
—� , _ ,
� `��-� ��`".�� ��� ,.r � ,.�
,� � - .;:.
�� �, � ��� � � �, � � ��
` � ^�.����� r '�� �
yTe"� 3�MM a'/ '` –M ��a�i � " 1
�� ,�"- Y � � iti
s..e..� � .�. u� ��r�.n"��.
�� � ` �a � i
w. a.� � '"`� °—c_
_ ° -r�-1 � -� ,...�k. ,� "�-�
_ ,0�.�1�'Cr � _ .�� �--t`�T
���'"� !!�115 � �,.�.��" ��� �3�
. ,_ �� �,� — � .� /
�`;'" «, s "� ; � . u3 a � I--�"'�.;:,..;n o
w,. fl�,;., ... �°' , � „ h .6
I I ��8 3 Kmm�n��Y
wm ,w� �� rim �
£¢ am �:e, i�G � as am x ioi ` I
ve wa� � ��
tbe�c ar� n� �ra3 �; � Q... y nr �
uea �
' ' �v ruuvs,i�s �s �n���y 1� I � - _. _
� ! aiY51s ik 3kvtiS3�� 3Hi ��;d�d ,�� � ��� r iar u :
—{I— —�I `" �� § jI��� �
� — � I _... I � _ � ° �� �C� � I��i �---,����� ._.•a,� .� .�.a
�
a
�
m
W
����������
y ��m� m s� � "�
u ��m�C
Y ��F.�;
N � �
� �� ;
� � F v `s
� Z E
� y s
: �����
�
� �� �����
������
A e �����
g S' Q $ � � c � � � � ��
�
...vore�nxi mxti=��.��a�*�o�nmv.c�� �-�