HomeMy WebLinkAboutRESOLUTIONS-1998-045-R-980 45-R-98 08/05/98
A RESOLUTION
Authorizing the City Manager to Execute a License Agreement
with the Union Pacific Railroad Company to Construct,
Operate, and Maintain an Underground RCP
Relief Sewer Pipeline Crossing
WHEREAS, the City is desirous of constructing, operating, and maintaining an
underground 108" RCP relief sewer pipeline for conveying storm water from
Noyes/Orrington intersection to the Metropolitan Water Reclamation District Deep
Tunnel; and
WHEREAS, said underground pipeline must be sited to pass underneath Union
0 Pacific Railroad Company ("UPRC") roadbed and tracks at 150' north of Noyes/Green
Bay Road intersection; and
WHEREAS, UPRC requires licensees of its real property to execute its license
agreement and to pay a fee therefor; and
- WHEREAS, construction, operation, and maintenance of the aforedescribed
pipeline are in the best interests of the City of Evanston; and
WHEREAS, execution of the license agreement and payment of the $36,896.00
fee are in the best interests of the City of Evanston, and
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of
Evanston, Cook County, Illinois:
I*
SECTION 1: That the City Manager of the City of Evanston is hereby authorized 6
to sign the license agreement marked as Exhibit A attached hereto and incorporated
herein by reference.
SECTION 2: That the City Manager of the City of Evanston is hereby authorized
and directed to negotiate any additional conditions as are in the best interests of the
City of Evanston.
SECTION 3: That this Resolution shall be in full force and effect following its
passage and approval in the manner required by law.
ATTEST:
�J City Clerk
Adopted: l� , 1998
i
2
Mayor
�J
PL X 940206
Form Approved, AVP-Law
PIPELINE CROSSING
AGREEMENT
Mile Post: 12.90, Kenosha Subdivision
Location: Evanston, Cook County, Illinois
Folder No: 01589-23
THIS AGREEMENT is made and entered into as of July 28, 1998, by and betweep UNION
PACIFIC RAILROAD COMPANY, a Delaware corporation (hereinafter the "Licensor"), and CITY
OF EVANSTON, an Illinois municipal .,.,.r.,�al:on, whose address is 555 Lincoln Street, Evanston,
Illinois 60201(hereinafter the "Licensee').
IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS:
Article I. LICENSE FEE
Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time license fee of
THIRTY-SIX THOUSAND EIGHT HUNDRED NINETY-SIX DOLLARS (SM,896.00).
• Article II. LICENSOR GRANTS RIGHT.
In consideration of the License Fee to be paid by the Licensee and in further consideration of the
covenants and agreements herein contained to be by the Licensee kept, observed and performed, the
Licensor hereby grants to the Licensee the right to construct and thereafter, during the term hereof, to
maintain and operate only a
108" RCP relief sewer pipeline crossing for conveying storm water only (hereinafter the "Pipeline')
in the location shown and in conformity with the dimensions and specifications indicated on the attached
print dated July 31, 1997, marked Exhibit A. Under no circumst ux= shall Licensee modify the use of the
Pipeline for a purpose other than the above -mentioned, and said Pipeline shall not be used for any other
use, whether such use is currently technologically possible, or whether such use may come into existence
during the life of this Agreement.
Article III. CONSTRUCTION, MAINTENANCE AND OPERATION.
The grant of right herein made to the Licensee is subject to each and all of the terms, provisions,
conditions, limitations and covenants set forth herein and in Exhibit B, hereto attached.
Article IV. AMENDMENT TO EXHIBIT B.
Sections 1(a), 2(c), and 13(a) of Exhibit B, hereto attached, are hereby amended to read as
follows:
Section 1. fATION AND SUBORDINATIQN OF RIGHTS GRA=
(a) The foregoing grant of right is subject and subordinate to the prior and continuing right and
obligation of the Licensor to use and maintain its entire property including the right and power of the
Licensor to construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks,
signal, communication, fiber optics, or other wirelines, pipelines and other facilities upon, along or across
any or all parts of its property, all or any of which may be freely done at any time or times by the Licensor
without liability to the licensee or to any other party for compensation or damages, provided, however, that
nothing contained herein shall relieve Licensor of liability to Licensee for negligence. t
Section 2. CONSTRUCTION. MAINTENANCE AND OPERATION
(c) Prior to the commencement of any work in connection with the construction, maintenance, repair,
renewal, modification, relocation, reconstruction or removal of the Pipeline where it passes underneath the
roadbed and track or tracks of the Licensor, the Licensee shall submit to the Licensor plans setting out the
method and manner of handling the work, including the shoring and cribbing, if any, required to protect the
L censor's operations, and shall not proceed with the work until such plans have been ..rr, — .1 by the Vice
President -Engineering Services of the Licensor and then the work shall be done to the satisfaction of the Vice
President -Engineering Services or his authorized representative. Licensor shall provide an expeditious
review of the said plans and work. The Licensor shall have the right, if it so elects, to provide such support as
it may deem necessary for the safety of its track or tracks during the time of construction, maintenance,
repair, renewal, modification, relocation, reconstruction or removal of the Pipeline, and, in the event the
Licensor provides such support, the Licensee shall pay to the Licensor, within fifteen (15) days after bills shall •
have been rendered therefor, all expense incurred by the Licensor in connection therewith, which expense
shall include all assignable costs.
Section 13. TERMINATION
(a) If the Licensee does not use the right herein granted or the Pipeline for one (1) year, or if the
Licensee continues in default in the performance of any covenant or agreement herein contained for a
period of thirty (30) days after written notice from the Licensor to the licensee specifying such default, the
licensor may, at its option, forthwith immediately terminate this Agreement by written notice. In no event,
however, shall termination occur, if upon written notice from Licensor of a default, Licensee diligently
commences and proceeds with curative action of a default which cannot reasonably be cured within thirty
days.
Article V. IF WORK IS TO BE PERFORMED BY CONTRACTOR
If a contractor is to do any of the work performed on the Pipeline (including initial construction and
subsequent relocation or substantial maintenance and repair work), then the Licensee shall require its
contractor to execute the Railroad's form Contractor's Right of Entry Agreement. Licensee acknowledges
receipt of a copy of the Contractor's Right of Entry Agreement and understanding of its terms, provisions,
and requirements, and will inform its contractor of the need to execute the Agreeirr mt. Under no
circumstances will Licensee's contractor be allowed onto Licenser's premises without first executing the
Contractor's Right of Entry Agreement.
0
• Article VL INSURANCE.
A. The Licensee, at its expense, shall obtain the insurance described in Exhibit B-1, hereto
attached. The Licensee will also provide to the Licensor a Certificate of Insurance,
identifying Folder No. 01589-23, issued by its insurance carrier confirming the existence
of such insurance and that the policy or policies contain the following endorsement:
UNION PACIFIC RAILROAD COMPANY is named as an additional
insured with respect to all liabilities arising out of the existence, use of
any work performed on or associated with the pipeline crossing located on
Railroad right of way at Mile Post 12.90 at or near Evanston, Cook
County, Illinois.
B. If the Licensee named in this A6..".xnt is a public entity subject to any applicable
statutory tort laws, the limits of insurance described in Exhibit B-1 shall be the limits the
Licensee then has in effect or which is required by applicable current or subsequent law,
whichever is greater, a portion of which may be self -insured with the consent and approval
of the Licensor
C. All insurance correspondence shall be directed to: Folder No. 01589-23, Union Pacific
Railroad Company, Real Estate Department, 1800 Farmm Street, Omaha, NE 68102.
Article VII. TERM.
IS This Agreement shall take effect as of the date first herein written and shall continue in full force
and effect until terminated as herein provided.
Article VIII. SPECIAL PROVISIONS.
Notices sent or required pursuant to this Agreement are to be sent to:
City of Evanston
Superintendent of Water & Sewer
555 Lincoln Street
Evanston, Illinois 60202
With a copy to:
City of Evanston
Law Department
2100 Ridge Avenue
Evanston, Illinois 60201
And:
Union Pacific Railroad Company
Director — Contracts
Real Estate Department
1800 Farnam Street
• Omaha, Nebraska 68102
IN VATNESS VAUREOF, the patties hereto have caused this A,;, , n t to be executed as of the
date first herein written. 0
UNION PACIFIC RAMROAD COMPANY
W.
WITNESS
X
CITY OF EVANSTON
Tide
•
PLACE ARROW INDICATING NORTH 0404-8
C'RECTION RELATIVE TO CROSSING o.'r REV. 10 - I-93
APPLICATION FOR ENCASED
NON-FLAMMABLE PIPELINE CROSSING
0
NOTE: ALL AVAILABLE DIMENSIONS MUST BE
NO SCALE FILLED IN TO PROCESS THIS APPLICATION.
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STEEL CASING WALL
w1a. 013- { sutFact THICKNESS CHART j
No-* 2) YtM11OIAWT'ER OF i
{_ ! !.. �, I THW ICKNESS CASING PIPE i
{ . 25w 114• 1 r Off LLIS
.3125 s.I r am1 r- I r }
FT. I .3TSO• air OVER or Zr i
(A.1 .4375• ms- OVER 2r-2r
iT. (2O FT. aAa.) WAL CASING . WOO fir OVER 2r- 34•
'tAL CaS�IG P CASING Ntpj ( sir me" A) U r . N►r) � .sus• I/ Is• ovER 34•-4r
_ + .62w s,r OVER 4r-4r
a
uRNtoR VIOL. OVER 4r MAT eE
� A .r.leovEo BY R. R. Co.
NOTE THIS CNART IS ONLY }
FOR SMOOTH SrEE: CASING
PINES ■NTH MtNIwW YIELD t
I STRENGTH OF 3S.000 PSI. I
FT. ' y. _Fr. FORWLa TO F(gRtE CASING
I.ecrw WITH ANGLE OF I
CROSSING OTHER THAN 9O• l
FT. 9 1
worts : ICA31Mc Lucrw 0a; rtaslw= .ioMG .IrtLINLI i
IN ALL NNORt2!OwTAL OISTANcn To at "LAW= AT Rtan 4NMAS "Go Y or room a $IN
2: CASING TO IOTOO KMG THE T OF TRACK AT RIGHT ANGLE TW GR"TV : 20 • 20 Fr.. ON 70 Fr.. ap li t
4At K"M LIMIT Or aAtLROaD RtdHt OF-gT IF MECCSSART TO .ROMtot Fo u %. ! OYTSROt : TRaCR.
:YININAAF Or SO- FROM rNR CMOs ANT RAtUt0a0 wttOGL F OF ANT CILV=1. 00 FROM ANY SNITCHING a " �✓ (�� >U i
A• SIGNAL RpRtSWATIrt at NOT ORDW MAIM INSTALLArCON IF IPA(~ SIGNALS ARC IN TRIt : *ICt%1" sSnsINC. �, >7ae }
5: ALLININN C FtRm 011JUTS (NCLIOC SACRRALLS : Mltl 31I S OF Mall OIOSSIAMI a OTOMtAO FIA0111C13 / OhR ROAD Mo&. OR CSK,TORM i
AN C:A3INO AM CARNeO •Irt NAIST u FLACm a Newsom or 2 rccr aaLcw Tog tRISTtac Ftaa aTtc CAaLL aNT mAvartas nwi m WITNtN
S OW OF TW 9XISTING 0`I1101 OPTIC CAaLC kWT K wM peer. i
IS PIPELINE CROSSING WITHIN DEDICATED STREET ? TES; `� J EXHIBIT "A'
3) IF YES, NAME OF STREET NNM rltaeAF rt Han
OISTRIBUTION LINE OR TRANSMISSION LINE
�) CARRIER PIPE : COmmODPAC IFI C RAILROAD CO.
OPERATING
TO SS CONvETF� [ /� n os / 0—
W
ALL PRESSURE PSI Q�� pC� ( �'[-E- h
WALL THICKNESS C I AAsETER ��U -MATERIALRC?
`
IZI CASING PIPE : M. P 17 - q0 E. S. _�647�-
WALL THICKNESS •DI"TER ;MATVRIAI •j
NOTE :CASING MUST HAVE 2- CLEARANCE BETWEEN GREATEST N CROSSING AT
i OUTS I OE DIAMETER OF CARRIER PIPE AND INTERIOR 0 I AMETER OF �a Its ,Qh Ca /CL-�L -
CASING PIPE. WHEN FURNISHING DIMENSIONS, GIVE OUTSIDE OF
CARRIER PIPE AND INSIDE OF CASING PIPE. { Igloom `.rr-n7-- &GOAMN saawN
! PI METHOD OF INSTALLING CASING PIPE UNDER TRACK( SI: I C / , / or61,4Ns To�tl
DRY BORE AND JACK ( WET 80RE NOT PERMITTED) ; Aappuc n
TUNNEL ; OTHER 9RR FILE N0. �S89-�3 DATE 7 g
,GI&ANCE
CONSTRUCTION 8E BY AN OUTSIDE CONTRACtOR?TES:-J1H, FROM CENTER LINE OF TRACK TO NEAR FACE OF BORING AND 's s A R N I N G
ING PITS WHEN MEASURED AT RIGHT ANGLES TO TRACK
I I APPLICANT HAS CONTACTED 130- WIN.) ' to ALL acustols, IL P. Cm"x[CATIOG
OF U. P. COMUUNICATION OEPARTMENT AND HAS OET£AMINEO FIBER ! °� War K tvm►acTm to aOtrNACE
OPTIC CABLE_ DOES ;—DOES NOT ; EXIST I N v I C I N I TY OF ' • "" �0 t r0 ocrwmttt atsTncE ANo
WORK TO BE PERFORMED . TICKET NO j ua<+ IC : ritt()R OPTIC Mar.
PICK: 1-a�31i-1N13
PL X 940206
Form Approved, AVP-Law
EXHIBIT B
sEEAR=LE ...,�...
Section 1. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED.
_-regoi:ng grafft of right io-_L;�..t e..Z oy'...� ..a...� :.1 rti
continuing rig ligation of the Licensor to use and maintain it propert �aQ
including the right and po he Licensor to constru a n, repair, ren
use, operate, change, modify or reloca , signal, communication, f
optics, or other wirelines, pipel other es upon, along or across
or all parts of its r , a 1 or any of which may be treeiy_..dpne at any time
times by t sor without liability to the Licensee or to any otne,. fo l
(b) ThB foregoing grant is also subject to all outstanding superior rights
(including those in favor of licensees and lessees of the Licensor's property, and
others) and the right of the Licensor to renew and extend the same, and is made without
covenant of title or for quiet enjoyment.
Section 2. CONSTRUCTION, MAINTENANCE AND OPERATION.
(a) The Pipeline shall be constructed, operated, maintained, repaired, renewed,
modified and/or reconstructed 'by the Licensee in strict conformity with Union Pacific
Railroad Co. Common Standard Specification, 1029 adopted November 1949, and all
amendments thereof and supplements thereto, which by this reference is hereby made a
part hereof, except as may be modified and approved by the Licensor's Vice
President -Engineering Services. In the event such Specification conflicts in any
respect with the requirements of any federal, state or municipal law or regulation,
such requirements shall govern on all points of conflict, but in all other respects the
Specification shall apply.
(b) All work performed on property of the Licensor in connection with the •
construction, maintenance, repair, renewal, modification or reconstruction of the
Pipeline shall be done to the satisfaction of the Liceiff M 0 , v
tit- `C JI,,
maintenanc a air, renewal, modification, relocation, reconstruction or_5omalal of
the Pipeline w it passes underneath the roadbed and track or cks of t �NL y
Licensor, the License all submit to the Licensor plans setti t the method £�<
manner of handling the wort, cluding the shoring and cr g, if any, required
protect the Licensor's operations, d shall not proc ith the work until such pl s
have been approved by the Vice Presiden in g Services of the Licensor and th
the work shall be done to the satisfacti a Vice President -Engineering Service
or his authorized representative. icensor sha ave the right, if it so elects,
to provide such support as i deem necessary for the ety of its track or tracks
during the time of struction, maintenance, repair, al, modification,
relocation, reco uction or removal of the Pipeline, and, in the t the Licensor
provides s support, the Licensee shall pay to the Licensor, within fift 1S) days
afte is shall have been rendered therefor, all expense incurred by the Lice in
(d) The Licensee shall keep and maintain the soil over the Pipeline thoroughly
compacted and the grade even with the adjacent surface of the ground.
Section 3. NOTICE OF COMMENCEMENT OF WORK.
If an emergency should arise requiring immediate attention, the Licensee
shall provide as much notice as practicable to Licensor before commencing any work.
In all other situations, the Licensee shall notify the Licensor at least ten (10) days
(or such other time as the Licensor may allow) in advance of the commencement of any
work upon property of the Licensor in connection with the construction, maintenance,
repair, renewal, modification, reconstruction, relocation or removal of the Pipeline.
All such work shall be prosecuted diligently to completion.
Exhibit B
Page 1 of 4
L:\F X0\PLXMM.=
PL X 940206
Form Approved, AVP-Law
Section 4. LICENSEE TO BEAR ENTIRE EXPENSE.
The Licensee shall bear the entire cost and expense incurred in connection
Owith the construction, maintenance, repair and renewal and any and all modification,
revision, relocation, removal or reconstruction of the Pipeline, including any and all
expense which may be incurred by the Licensor in connection therewith for supervision,
inspection, flagging, or otherwise.
Section S. REINFORCEMENT, RELOCATION OR REMOVAL OF PIPELINE.
(a) The license herein granted is subject to the needs and requirements of the
Licensor in the operation of its railroad and in the improvement and use of its
property, and the Licensee shall, at the sole expense of the Licensee, reinforce the
Pipeline, or move all or any portion of the Pipeline to such new location as the
Licensor may designate, whenever, in the furtherance of its needs and requirements, the
Licensor shall find such action necessary or desirable.
(b) All the terms, conditions and stipulations herein expressed with reference
to the Pipeline on property of the Licensor in the location hereinbefore described
shall, so far as the Pipeline remains on the property, apply to the Pipeline as
modified, changed or relocated within the contemplation of this section.
Section 6. NO INTERFERENCE WITH LICENSOR'S OPERATION.
The Pipeline and all parts. thereof within and outside of the limits of the
property of the Licensor shall be constructed and, at all times, maintained, repaired,
renewed and operated in such manner as to cause no interference whatsoever with the
constant, continuous and uninterrupted use of the tracks, property and facilities of
the Licensor, and nothing shall be done or suffered to be done by the Licensee at any
time that would in any manner impair the safety thereof.
Section 7. PROTECTION OF FIBER OPTIC CABLE SYSTEMS.
0 (a) Fiber optic cable systems may be buried on the Licensor 'o property.
Protection of the fiber optic cable systems is of extreme importance since any break
could disrupt service to users resulting in business interruption and loss of revenue
and profits. Licensee shall telephone the Licensor at 1-800-366-9193 (a 24-hour
number) to determine if fiber optic cable is buried anywhere on the Licensor 'a premises
to be used by the Licensee. If it is, Licensee will telephone the telecommunications
company(ies) involved, arrange for a cable locator, make arrangements for relocation
or other protection of the fiber optic cable, and will commence no work on the right
of way until all such protection or relocation has been accomplished. Licensee shall
indemnify and hold the Licensor harmless from and against all costs, liability and
expense whatsoever (including, without limitation, attorneys' fees, court costs and
expenses) arising out of or caused in any way by Licensee's failure to comply with the
provisions of this paragraph.
(b) In addition to other indemnity provisions in this Agreement, the Licensee
shall indemnify and hold the Licensor harmless from and against all costs, liability
and expense whatsoever (including, without limitation, attorneys' fees, court costs and
expenses) caused by the negligence of the Licensee, its contractor, agents and/or
employees, resulting in (1) any damage to or destruction of any telecommunications
system on Licensor Is property, and/or (2) any injury to or death of any person employed
by or on behalf of any telecommunications company, and/or its contractor, agents and/or
employees, on Licensor's property, except to the extent that such costs, liability or
expenses are caused by the direct active negligence of the Licensor. Licensee further
agrees that it shall not have or seek recourse against Licensor for any claim or cause
of action for alleged loss of profits or revenue or loss of service or other
consequential damage to a telecommunication company using Licensor's property or a
customer or user of services of the fiber optic cable on Licensor's property.
ection S. CLAIMS AND LIENS FOR LABOR AND MATERIAL; TAXES.
(a) The Licensee shall fully pay for all materials joined or affixed to and
labor performed upon property of the Licensor in connection with the construction,
maintenance, repair, renewal, modification or reconstruction of the Pipeline, and shall
Exhibit B
Page 2 of 4
L: \r0M3\PLV=.z=
PL X 940206
Form Approved, AVP-Law
not permit or suffer any mechanic's or materialman's lien of any kind or nature to be
enforced against the property for any work done or materials furnished thereon at the
instance or request or on behalf of the Licensee. The Licensee shall indemnify and •
hold harmless the Licensor against and from any and all liens, claims, demands, costs
and expenses of whatsoever nature in any way connected with or growing out of such work
done, labor performed, or materials furnished.
(b) The Licensee shall promptly pay or discharge all taxes, charges and
assessments levied upon, in respect to, or on account of the Pipeline, to prevent the
same from becoming a charge or lien upon property of the Licensor, and so that the
taxes, charges and assessments levied upon or in respect to such property shall not be
increased because of the location, construction or maintenance of the Pipeline or any
improvement, appliance or fixture connected therewith placed upon such property, or on
account of the Licensee's interest therein. Where such tax, charge or assessment may
not be separately made or assessed to the Licensee but shall be included in the
assessment of the property of the Licensor, then the Licensee shall pay to the Licensor
an equitable proportion of such taxes determined by the value of the 'Licensee's
property upon property of the Licensor as compared with the entire value of such
property.
Section 9. RESTORATION OF LICENSOR'S PROPERTY.
In the event the Licensor authorizes the Licensee to take down any fence
of the Licensor or in any manner move or disturb any of the other property of the
Licensor in connection with the construction, maintenance, repair, renewal,
modification, reconstruction, relocation or removal of the Pipeline, then in that event
the Licensee shall, as soon as possible and at Licensee's sole expense, restore such
fence and other property to the same condition as the same were in before such fence
was taken down or such other property was moved or disturbed, and the Licensee shall
indemnify and hold harmless the Licensor, its officers, agents and employees, against
and from any and all liability, loss, damages, claims, demands, costs and expenses of
whatsoever nature, including court costs and attorneys' fees, which may result from •
injury to or death of persons whomsoever, or damage to or lose or destruction of
property whatsoever, when such injury, death, damage, loss or destruction grows out of
or arises from the taking down of any fence or the moving or disturbance of any other
property of the Licensor.
Section 10. INDEMNITY.
(a) As used in this Section, "Licensor" includes other railroad companies using
the Licensoe's property at or near the location of the Licensee's installation and
their officers, agents, and employees; "Loss" includes loss, damage, claims, demands,
actions, causes of action, penalties, costs, and expenses of whatsoever nature,
including court costs and attorneys' fees, which may result from: (a) injury to or
death of persons whomsoever (including the Licensee's officers, agents, and employees,
the Licensee's officers, agents, and employees, as well as any other person); and/or
(b) damage to or loss or destruction of property whatsoever (including Licensee's
property, damage to the roadbed, tracks, equipment, or other property of the Licensor,
or property in its care or custody).
(b) As a major inducement and in consideration of the license and permission
herein granted, the Licensee agrees to indemnify and hold harmless the Licensor from
any Loss which is due to or arises from:
1. The prosecution of any work contemplated by this Agreement including the
installation, construction, maintenance, repair, renewal, modification,
reconstruction, relocation, or removal of the Pipeline or any part
thereof; or
2. The presence, operation, or use of the Pipeline or contents escaping
therefrom,
except to the extent that the Lose is caused by the sole and direct negligence of the •
Licensor.
Exhibit 8
Page 3 of 4
L:\10Nt3\P7=M..&Z
PL X 940206
Form Approved, AVP-Law
Section 11. REMOVAL OF PIPE LINE QPON TERMINATION OF AGREEMENT.
• Prior to the termination of this Agreement howsoever, the Licensee shall,
at Licensee's sole expense, remove the Pipeline from those portions of the property not
occupied by the roadbed and track or tracks of the Licensor and shall restore, to the
satisfaction of the Licensor, such portions of such property to as good a condition as
they were in at the time of the construction of the Pipeline.. if the Licensee fails
to do the foregoing, the Licensor may do such work of removal and restoration at the
cost and expense of the Licensee. The Licensor may, at its option, upon such
termination, at the entire cost and expense of the Licensee, remove the portions of the
Pipeline located underneath its roadbed and track or tracks and restore such roadbed
to as good a condition as it was in at the time of the construction of the Pipeline,
or it may permit the Licensee to do such work of removal and restoration to the
satisfaction of the Licensor. In the event of the removal by the Licensor of the
property of the Licensee and of the restoration of the roadbed and property as herein
provided, the Licensor shall in no manner be liable to the Licensee for, any damage
sustained by the Licensee for or on account thereof, and such removal and:iestoration
shall in no manner prejudice or impair any right of action for damages,, -or otherwise,
that the Licensor may have against the Licensee. -
Section 12. WAIVER OF BREACH.
The waiver by the Licensor of the breach of any condition, covenant or
agreement herein contained to be kept, observed and performed by the Licensee shall in
no way impair the right of the Licensor to avail itself of any remedy for any
subsequent breach thereof.
Section 13. TERMINATION. SEEARTICLE ��HF,
�YiM "�Y..1.0�{ VL ir�{i 1�yj{/ii
one (1) year, or ir`-ti: a continues in defa thin 30 aarorman r of a
covenant or agreement herein cont ' � Y ( ) Y
te
notice from th the Licensee specifying such deraui.., Lire-L.ic=sor0. kt4r vini;eny fee t11w;jth L4 - P 4 1. a tely termi 0 this by Written •may, at
(b) In addition to the provisions of subparagraph (a) above, this Agreement may
be terminated by written notice given by either party hereto to the other on any date
in such notice stated, not less, however, than thirty (30) days subsequent to the date
upon which such notice shall be given.
(c) Notice of default and notice of termination may be served personally upon
the Licensee or by mailing to the last known address of the Licensee. Termination of
this Agreement for any reason shall not affect any of the rights or obligations of the
parties hereto which may have accrued, or liabilities, accrued or otherwise, which may
have arisen prior thereto.
Section 14. AGREEMENT NOT TO BE ASSIGNED.
The Licensee shall not assign this Agreement, in whole or in part, or any
rights herein granted, without the written consent of the Licensor, and it is agreed
that any transfer or assignment or attempted transfer or assignment of this Agreement
or any of the rights herein granted, whether voluntary, by operation of law, or
otherwise, without such consent in writing, shall be absolutely void and, at the option
of the Licensor, shall terminate this Agreement.
Section 1S. SUCCESSORS AND ASSIGNS.
Subject to the provisions of Section 14 hereof, this Agreement shall be
binding upon and inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors and assigns.
•
Exhibit B
Page 4 of 4
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PLUWL ENC MS %0830
Form Approved AVP-Law
EXHIBIT B-1
•Pipeline/Wireline Longitudinal Eruxoachment
Insurance Requirements
Licensee shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance
coverage:
•
(a) General Liability insurance providing bodily injury including death, personal injury and property damage coverage
with a combined single limit of at least S2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. This insurance
shall contain broad form contractual liability. Exclusions for explosion, collapse and underground hazard shall be removed Coverage
purchased on a claims made form shall provide for at least a two (2) year extended reporting or discovery period if (a5 the coverage
changes from a claims made form to an occurrence form, (b) there is a lapsetcancellation of coverage, or (c) the succeeding claims made
policy retroactive date is different for the expiring policy.
(b) Automobile Liability insurance providing bodily injury, property damage and uninsured vehicles coverage with a
combined single limit of at least S2,000,000 eachoccurrence or claim. This insurance shall cover all motor vehicles including hired and
non -owned, and mobile equipment if excluded from coverage under the general public liability insurance.
(c) Workers' Compensation insurance covering Licensee's statutory liability under the workers' compensation laws of the
state(s) affected by this Agreement, and Employers' Liability. If such insurance will not cover the liability of Licensee in states that require
participation instate workers' compensation fund, Licensee shall comply with the laws of such states. If Licensee is self -insured, evidence
of state approval must be provided.
(d) Railroad Protective Liability insurance naming the Licensor as the insured with a combined single limit of S2,000,
per occurrence with a S6,000,000 aggregate. The policy shall be broad form coverage for "Physical Damage to Property" (ISO Form C�
00 35 or equivalent) and include pollution arising out of fuels and lubricants brought to the job site (ISO Form CG 28 31 or equivalent). A
binder of insurance for Railroad Protective Liability must be submitted to the Licensor and the original policy or a certified duplicate
original policy must be forwarded to the Licensor when available.
Licensee and their insu.-ers shall endorse the required insurance policy(ies) to waive their right of subrogation against Licensor.
Licensee's insurance shall be primary with respect to any insurance carried by Licensor. The policies required under (a) and (b) above
shall provide severability of interests and shall name Licensor as an additional insured
Prior to commencing the Work, Licensee shall furnish to Licensor certificate(s) of insurance evidencing the required coverage and
endorsements and upon request, a certified duplicate original of any required policy. The certificate(s) shall contain a provision that
obligates the insurance company(ies) issuing such policy(ies) to notify Licensor in writing of any material alteration including any change
in the retroactive date in any "claims -made" policies or substantial reduction of aggregate limits, if such limits apply, or any cancellation at
least thirty (30) days prior thereto.
The insurance policy(ies) shall be written by a reputable insurance company(ies) acceptable to Licensor or with a current Best's
Insurance Guide Rating of B and Class VU or better, and authorized to do business in the state(s) in which the Job Site is located
Licensee WARRANTS that this Agreement has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have
been instructed by Licensee to procure the insurance coverage required by this Agreement.
If Licensee fails to procure and maintain insurance as required, Licensor may elect to do so at the cost of Licensee.
The fact that insurance is obtained by Licensee shall not be deemed to release or diminish the liability of Licensee, including,
without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Licensor shall not be limited b*
amount of the required insurance coverage.
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