04-25-11 Regular Meeting of the La Porte City Council

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SROW# 75987 L 759g Licensor's issuance of notice of termination, or Licensee's receipt of such notice, be a pre- requisite or a condition precedent to Licensor's right of termination as contemplated herein. 4A. Termination by Licensee. Licensee may terminate this Agreement at any time, if, in Licensee's sole discretion, Licensee determines that certain event beyond Licensee's reasonable control would make it impossible, impractical, or of unreasonable expense for Licensee to perform this Agreement. Licensee shall provide Licensor sixty (60) calendar day notice of termination. 5. Notice of Default & Termination. Without waiver or limitation of Licensor's rights under Section 4 and provided that this Agreement has not otherwise terminated under Section 4, Licensor, at its option, may provide Licensee written notice specifying any default by Licensee in the performance of the terms and conditions of this Agreement. Unless otherwise agreed to in writing by the Parties, Licensee shall have thirty (30) calendar days from the date such notice is sent to cure any default specified by Licensee. Failure by Licensor to notify Licensee of a default under this Agreement or exclusion or omission of any item(s) of default in any notice sent to Licensee by Licensor shall not operate as a waiver of default by Licensor or otherwise impair Licensor's rights and remedies under this Agreement or as otherwise available by applicable law. In the event Licensee fails to cure such default with said 30 -day period, provided that this Agreement has not otherwise been terminated under Section 4, upon the expiration of said 30 -day period, Licensor, at its option, may terminate this Agreement by written notice to Licensee. 6. Right of Removal of Trail and Related Appurtenances. Subject to Section 12 below, Licensee shall have the right to remove the Pedestrian and Bicycle Trails and related 41 appurtenances placed on the Property prior to termination of this Agreement. 7. Safety and Security. Licensee shall be solely responsible for maintaining peace and order utilizing Licensee's Police Department upon the Property and shall prevent any nuisances in or upon or connected with the Property. In accordance with Texas Utilities Code §251.001, prior to any construction activities, Licensee or Licensee's contractor shall contact the appropriate utility locating service to identify all underground utilities and pipelines. Licensee shall trim and maintain any vegetation approved by Licensor to ensure all areas surrounding the Pedestrian and Bicycle Trail remain visible to the users of the Property. Licensee and its agents, contractors and subcontractors shall be aware of and, at Licensee's sole cost and expense, comply with all federal, state and local rules and regulations which govern work near power lines including, but not limited to, Occupational Health and Safety Administration (OSHA) guidelines and Chapter 752 of the Texas Health and Safety Code. Licensee agrees to include a requirement in its contracts with contractors performing work under this Agreement that such contractors will be responsible for damage to Licensor's structures and facilities, including, but not limited to, overhead power lines, underground pipelines, and underground fiber optics telecommunication lines, and shall promptly reimburse Licensor all reasonable costs to repair such facilities. 8. Licensor's Access. Licensor and its authorized agents shall have the right to enter the Property at any time for any purpose for its full enjoyment and dominant use. Licensor, its contractors, assignees or other licensee, retain the superior right to enter upon and fully use the Page 3 of 14