2001-122 ORDINANCE NO
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 EFFECTWE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 The Cxty Manager or bas desxgnee, xs hereby authorized to execute a Lxcense
Agreement between the C~ty of Denton and Texas Instruments Incorporated ("TI") to prowde for a
hazardous materials exercise on TI property, m substantially the form oft_he copy of the agreement
wbach ~s attached hereto and incorporated by reference hereto
SECTION 2 Th~s ordmanee shall become effective ~mmechately upon ~ts passage and
approval
PASSED AND APPROVED thxs the ~ dayof ~)~ ,2001
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
LICENSE AGREEMENT
Th~s L~cense Agreement ~s made th~s 3rd day of May, 2001, by and between
Texas Instruments Incorporated ("L~censor"), and the C~ty of Denton ("L~censee")
WHEREAS, the L~censor ~s the owner of the real property located at 3940
North Elm St, Denton, Texas 76201
WHEREAS, the L~censee desires to exercise certain pnwleges upon
porbons of the L~censor's Property,
NOW, THEREFORE, ~n consideration of the mutual covenants contained
~n th~s L~cense and other good and valuable cons~derabon, the receipt and sufficiency of
which ~s hereby acknowledged L~censor and L~censee agree as follows
1 GRANT OF LICENSE L~censor grants to L~censee and ~ts contractors the
nonexclus~ve r~ght to enter upon a porhon of L~censor's Property (which port~on ~s
described ~n Exhibit I attached hereto and ~ncorporated here~n and referred to
here~n as the "Parking Lot Area" at the back of the campus) to perform a
hazardous materials exercise ~nvolvlng local businesses, DISD, three local
hospitals, Pohce, F~re and EMS emergency equipment, at Licensee's own
expense and nsk of loss in accordance w~th the terms of this L~cense This
License grants pnwleges only as to sa~d port~on of L~censor's property
2 NON-INTERFERENCE WITH LICENSOR L~censee shall not commit or cause
to be committed any act on or around L~censor's Property which may or
~nterfere with the bus~ness or operabons of L~censor L~censor specifically
reserves the right to continue to use and enjoy Licensor's Property during the
term of th~s License Agreement for any purpose, which wdl not substanbally
interfere w~th L~censee's permitted use thereon L~censee shall conduct ~ts
actwltles in comphance with all TI security and safety requirements Access to
the Side parking lot Area shall be hm~ted to the parking lot at the back and to the
side of the campus Area
3 USE AND RESTORATION OF PROPERTY L~censee shall, at ~ts sole expense,
comply w~th the following
(a) L~censee shall provide secunty to the s~te,
(b) L~censee shall keep the s~te clean and free of trash and debris,
(c) Upon the expiration or other termination of th~s L~cense, L~censee shall
restore any port~on of L~censor's Property d~sturbed by L~censee to ~ts ong~nal
condition
4 DURATION OF LICENSE Th~s L~cense shall expire automatically on May 6,
2001 No extension of th~s L~cense shall be granted or effective unless such
extension, ~f any, contained ~n a wntten modification to th~s Agreement and duly
executed by Lmensor and L~censee
5 TERMINABLE AT WILL Th~s License ~s terminable by e~ther Licensor or
L~censee at w~ll for any reason, and shall be effective ~mmed~ately upon receipt
of written not~ce of ~ntent to terminate
6 RELEASE AND INDEMNIFICATION Except to the extent attributable to the
gross neghgence or wdlful m~sconduct of L~censor, and to the extent permitted by
law, Lmensee hereby mdemmfles and holds L~censor harmless, releases,
d~scharges and agrees to defend Lmensor (at L~censee's sole cost, including
court cost and reasonable attorneys' fees) from and against any and all claims,
demands, costs, damages, causes of action and habd~t~es of any and every
nature whatsoever including, w~thout hm~tat~on, any claims based on L~censor's
neghgence or strict hab~hty (whether by statute or common law) and any ~njury to
or death of any person and any property damage or loss arising out of or relating
to (d~rectly or indirectly) L~censee's act~wt~es or L~censee's use or occupancy of
the L~censed Premises If any loss or damage ~s attributable to both L~censor and
Licensee, L~censee agrees, w~thout regard to any concurrent or other gross
neghgence or wdlful m~sconduct of L~censor 0f any) to prowde L~censor w~th
comparative ~ndemn~flcat~on for that port~on of the loss or damage which ~s
attributable to L~¢ensor's neghgence or the actions of L~censee or L~censee
employees, contractors or agents These obhgat~ons shall ex~st ~n addition to
any other remedies set forth m the agreement Nothing here~n shall be construed
as a waiver of any governmental ~mmumty defenses
7 INSURANCE L~censee shall ensure that ~ts contractors who enter L~censor's
property obtain, and maintain hab~hty ~nsurance coverage, at the contractor's or
L~censee's cost and expense, throughout the term of th~s Agreement, ~n at least
the following amounts
Workman's compensation insurance ~n comphance w~th the laws of the State of
Texas, and employer's habd~ty ~nsurance w~th m~mmum hm~ts of $500,000 00 per
occurrence
Comprehensive general habd~ty ~nsurance fully ~nsunng L~censee against habd~ty
~mposed by law for ~njury or death of any person or persons, ~nclud~ng TI
employees and third part~es, or loss or damage to property w~th m~mmum hm~ts
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 ~nsured and shall be granted a waiver of
subrogation Such habdlty insurance, both primary and excess, naming TI as an
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additional ~nsured shall be endorsed to state that such ~nsurance as ~s afforded
to TI shall apply as pnmary ~nsurance and that the "other ~nsurance" prows~ons
of the pohcy shall not apply to TI w~th respect to any additional insurance
avadable to TI
L~censee agrees to use ~ts best efforts to prowde L~censor the benefit of any self-
~nsurance or other equivalent funds which may be avadable to cover hablht~es
arising under this Agreement, to amounts no less than those which would
otherwise be avadable under the ~nsurance hrn~ts set forth above
8 NON-ASSIGNABLE This License is not assignable, and any attempt to assign
or otherwise transfer It shall terminate the License pnwleges granted herein
9 PERMITS, COMPLIANCE WITH LAWS L~censee shall be responsible at ~ts
sole cost for obta~mng any required permits and comphance w~th any and all laws
and regulations relating to all act~wtles covered by this L~cense Agreement
10 SURVIVAL OF OBLIGATIONS The obhgat~ons set forth in paragraphs 3
(Restoration of Property), 6 (Release and Indemmflcat~on), 7 (Insurance) and 9
(Permits, Comphance W~th Laws) here~n shall survive the expiration or
termination of th~s Agreement
IN WITNESS WHEREOF, the part~es to th~s Agreement have executed th~s document
on the date and year appeanng next to their respective s~gnatures
Licensor L~censee
Title V~ce President, Texas Instruments Inc T~tle C~--I!M~r.ager, C~ty of Denton
Date March 25, 2001 Date March 25, 2001
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JTURE~
FUT~'RKING ~
PARI~ L
TERLINGUA
STREET
BONNIE BRAE
ROAD
HIGHWAY 77