HomeMy WebLinkAbout2953 1 RESOLUTION NO. 2 9 5 3
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A
3 PIPE LINE LICENSE AGREEMENT BETWEEN THE UNION PACIFIC RAILWAY
COMPANY (UPRR) AND THE CITY OF AUBURN FOR THE CITY TO
4 CONSTRUCT AND MAINTAIN ONE THIRTY-SIX INCH STORM WATER
DRAINAGE PIPELINE UNDER THE UPRR RAILROAD TRACKS AT 2ND STREET
5 BETWEEN 2~ AND "H" STREET NW AND THE INTERURBAN DITCH.
THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A
7
REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES AS FOLLOWS:
8
Section 1. The Mayor and City Clerk of the City of
9
]0 Auburn are herewith authorized to execute a Pipeline Crossing
11 Agreement between the City and the UNION PACIFIC Railway
]2 Company (UPRR) for the City to construct and maintain one
13 fifty-four inch storm water drainage pipeline under the UPRR
14 railroad tracks at 2nd and "H" Street NW and the Interurban
]5 ditch. A copy of said Agreement is attached hereto,
18 denominated as Exhibit ~A" and made a part hereof as though
17 set forth in full herein.
]8 Section 2. The Mayor is hereby authorized to implement
19
such administrative procedures as may be necessary to carry
20
out the directires of this legislation.
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Resolution No. 2953
April 23, 1998
Page 1
1 DATED this 4th day of May, 1998.
3 CITY OF AUBURN
4
6 CHARLES A. BOOTH
7 MAYOR
8
9 ATTEST:
10
12
D le E. Daskam,
13 City Clerk
]4
15
APPROVED AS TO FORM:
]7
]8
Michael J. Reynolds,
]9 City Attorney
20
2]
22
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25
Resolution No. 2953
April 23, 1998
Page 2
JUL 13 1998
CiTY OF AUUUHN
PL X 940206 CITYCLERKS OFFICE
Form Approved, AVP-Law
Folder: 1657-59
PIPELINE CROSSING
AGREEMENT
Mile Post 161.86
Location: Auburn, Washington
THIS AGREEMENT is made and entered into as of, by and between UNION PACIFIC
RAIl ,ROAD COMPANY (hereinafter the "Licensor") and CITY OF AUBURN, a Washington municipal
corporation, whose address is 25 West Main, Auburn, Washington 98001-4998 (hereinafler the "Licensee").
IT IS MIITUAIJ ,Y AGREED BY AND BETWEEN TIlE PARlIES ltERETO AS FOLLOWS:
Article I. LICENSE FEE.
Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time License Fee
of NINE THOUSAND TWO HUNDRED FIFTY-SEVEN DOLLARS ($9,257.00).
Article II. ADMINISTRATIVE HANDLING CHARGE
Upon execution and delivery of this Agreement, the Licensee shall pay to the Licensor an
Administrative Handling Charge of FIVE HUNDRED DOLLARS ($500.00) for clerical, administrative
and handling expense in connection with processing this Agreement.
Article HI. 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
Underground 54 inch noncased Class V RCP stormwater pipeline crossing (hereinafter the "Pipeline")
in the location shown and in conformity with the dimensions and specifications indicated on the attached prirt
dated February 9, 1998, marked Exhibit A. Under no circumstances shall Licensee modify the use of the
pipeline for a purpose other than the above-mentioned, and said pipdine shall not be used for any other use,
whether such use is cun'ently technologically possible, or whether such use may come into existence during
the life of this Agreement.
Exhibit "A"
Resolution No. 2953
Article IV. 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 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 reloeation 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 Agreement. Under no
circumstances will Licensee's contractor be allowed onto Licensor's premises without first executing the
Contractor's Right of Entry Agreement.
Article VI. 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 Licensora Certificate of Insurance 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 161.86 at or near Auburn, Washington.
B. If the Licensee named in this Agreement is a public entity subject to any applicable statutoW
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: 1657-59, Union Pacific
Railroad Company, Real Estate Department, 1800 Farnam Street, Omaha, NE 68102.
Article VII. TERM.
This Agreement shall take effect as of the date first herein written and shall continue infull force and
effect until terminated as herein provided.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first herein written.
UNION PA C RAHj~~VlPANY
By: ~~ ~
Contracts Representative
WITNESS CITY OF AUBURN
Title: Mayor
Attest:
City Clerk
PLACE ARROW INDICATING NORTH FORM OR-Q404-B
D, 'c. CTION RELATIVE TO CROSSING REv. I0 - 1-93
APPLICATION FOR ENCASED
NON-FLAMMABLE PIPELINE CROSSING
NOTE: ALL AVAILABLE OIMENSIONS MUST BE
NO SCALE FILLED IN TO PROCESS THIS APPLICATION.
# 'Y, ff.t" ."~.. o d~) ,,.s N,,
· 5~3 rT~S~ , FT.
. FT. , , 4&7OFT.'
, 'l ' -= ---j
IDEscrime Flx¢0 oma(CT) Z "O IDESCrleE rlxE00SJ~CTJ
(.~F,~ NOTE il a. I SEE NOTE 5)
t OISTANCC &LON~ TN~CX rll~ SCCTlON Line C~OsSINO~
(NOTe Tills OlMIN$ION NEGUIRED IN AL~, CASES. AT LOCATION5 MOT USING S~CT|ONS~
TO A krCAL $LkqVE'r L|Nr |5 RE~UIREO)
er I , GF~NO
STEEL CASING WALL
I //-" .., ' · ~ : : '~ v,,,.-SllG&kO(
TNICXNE5r, CASING
· 2500' I/4" 12" OR LESS
I ~ ~ ROAO~Eg ,
.3~25' 5/16' OVER 12"-IN'
,3TSO° 3/8' OVER 18'-22'
( )
,5000' 112' OVER ZS'-
· ,EAL CAS/INO )
f ( .5625" 9/16' OVER 34'-42'
o 6250' 5/8' OVER 42'-48'
· I ~~1
APPROVED BY R.R. CO,
///
FOR SMOOTH STEEL CASING
PIuES WITH MIN[IdI~ TIE),D
5TRENC,
TN 01r 35, O00 ~Sl,
~ // ·
," FT. '.~ I' ?~ . FO,MU,A
TO ~ZGUeE C~SZNC
LENGTH WITH
ANGLE OF
v IrT, , CROSSING
OTHER THAN
NOTES: (C,A$INO LENGTH IN~N'kl~A~JltED ALONG FIRIELINIr_)
N
la a(..k III~IZ~N'rlL OISTANcI$ TO II MI~51JIi:D AT IIIGNT AIIG.L~ FRON ,~ Ole fi!iCl.
A 51 -.
Z; CASING r0 ixTE~ IEYOND IN{ t OF/1U, CR AT Ili~fT JIIGLI~ THI GRF..&T!~ OF ~ ,, ~1 lTo~ ON 30 FT.,
~'fAt/ B
ANP BLrVONO LIMIT O~ IIILRO,II~ IqIGN'r-OF-WAT IF NEC£I~4a'V ro wwo'v lu( I. WOPER L[:NGTH 01,11'I1~ OF TRACI. ~'/[
ar/~/' ,.C~ M[ N, CfS T.
3t M/NIII.N Oi' $O' IrR(3M Till' END OF Alrr RAILtOAD IRIDGru ql lY ANY CULVEJIT. OR ~ Ir~ SWITCHING A/E,&-
(m're 2J
4. SIGIML IEIIIrIINTATIvE IllST l( ~REI, I. NT MINI I~r,u. karlON IF R~ILIIOID $IGNIkS ill IN I'NE vlclNl'rY OF CRI~SING.
r~acx
rv: ALLRAILE FIXED O~dECr$ INOL,UOE; IAC~IALL$ OF ~RI~G~$I I 01; I~ CRO$$INO$ · OV~JIHF, AO VIAOUCT$ lilY( lO,&O eek~(It 01t ClJLVER'r~
s FIET Dlr THI [lIlTING FLIER OPTIc cal.( illIt BE illND DUG,
"; IS PIPELINE CROSSING WITHIN DEDICATED STREET ? YeS; '/NO; EXHIBIT "Am
S)IF YES, NAME OF STREET ,m uss...M~ uex
:,oIs Ri..TIoN LINE OR TRANSM,SS,ON L,NE r ZLrOA CO.
;) CARRIER PIPE =
COI~I.~DITY TO BE CONVEYED 5l~orrnw'aft r
OPERATING PRESSURE (:)
WALL TNZCKNESS ~,Z5 '/IDZAMETER 54# ;MATERIAL (ZZ- Z ; , ,m.-, ·
WALL TH I CK NE55 ;O I'AIdETER ;HA TER I AL
NOTE :CASING MUST HAVE 2" CLEARANCE BETWEEN GREATEST ENCASED ff~L~u~,/"~_ ~
CROSSING AT
CASING PIPE. WHEN FURNISHING OIMENSIONS, GIVE OUTSIDE OF
CARRIER PIPE AND INSIOE OF CASING PIPE. Zd~ O~ ~ '
· "~ METHO0 OF INSTALLING CASING PiPE UNOER TRACK[ S~:
TUNNEL I OTHER
;I WILL CONSTRUCTION BE BY AN OUTSIDE CONTRACTOR?V/YES: NO: i RR FILE NO. DATE
) DISTANCE FROM CENTER LINE OF TRACK TO NEAR FACE OF BOq!ONG ~ND: w A R N $ N G
) ~ (3o' ul~) Ill ALL
0cc~slm6, I.& P.
ILlIT It)iT
BI CONT&CTi~ IN
OF U. P* COMMU,~ICATZON DEPARTMENT AND HAS DETERMINED FIBER OF eft
m m D(Trd~lN( EIII'rEMCE ,UGD
OPTIC C BLE E5; , DOES NOT; EXl T IN VICINITY OF
WORK TO BE PER 0 MED . TICKET NO. iOiq J9'2,--
PL X 980112
Form Approved, A VPiaw
F 'F-ff IT B
Section 1. I .J'K4]TATION AND SUBORDINATION OF RIGHTS GRAN'I3:TD.
(a) The foregoing grant of fight is subject and subordinate to the prior and continuing right and obligation of the L/censor to
use and maintain its entire property including the right and power of the I/censor to construct, mcantcnn. repcir, renew, use,
operate, change, mod/fy or relocate railroad tracks, signal, communication, fiber optics, or other wirehnes, pipelines and other
fac/1/ties 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
L/censor without liabfl/ty to the L/censee or to any other party for compensation or damages.
Co) The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of
the I..icensor's property, and others) and the right of the L/censor to renew and extend the same, and is made without covenant of
title or for quiet enjoyment.
Section 2. CONSTRUCTION. MA]NFF:NANCE AND OPERATION.
(a) The Pipeline shall be constructed. operated. maintained, repaired. renewed, modified and/or reconstructed by the
L/censee in strict con/orrmty with Union Pacific Rcilroad Co. Common Standcrd Specification 1029 adopted November 1949, and
all amendments thereof and supplements thereto, which by this reference is hereby made a par'[ hereof, except as may be
modified and cpproved by the Licensor's Vice Premdent-Engmeermg 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 confl/ct, but in all other respects the Specification shall apply.
(b) All work performed on property of the L/censor in connection with the construction, maintenance, repcir, renewal,
modification or reconstruction of the Pipeline shall be done to the satisfaction of the L/censor.
(c) Prior to the commencement of cny work in connection with the construction. maintenance. repcnr, renewal, mod/fication.
relocation. reconstruction or removal of the F'ipelme where it passes underneath the roadbed and track or tracks of the L/censor,
the L/censee shal/subtrot to the L/censor 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
apprcved by the Vice President-Engineenng Senaces of the L/censor and then the work shall be done to the satisfaction of the Vice
President-Engineermg Services or his authomed representative. The L/censor shall have the right, if it so elects, to provide such
support as it may deem necessary for the scr[ety of its track or [racks during the time of construction. mcintenance, repair, renewal,
modification, relocation, reconstruction or removal of the Pipeline, and, in the event the L/censor provides such support, the
Licensee shall pay to the L/censor, within fifteen (15) dcys after bills shall have been rendered therefor, all expense incurred by the
Licensor in connection therewith. which expense shall include all assignable costs.
(d) The L/censee shall keep and mcnntain the soil over the Pipe]me thoroughly compacted and the grade even with the
adjacent surface of the ground.
Section 3. NOTICE OF COMMENC54ENT OF WORK.
If an emergency should arise requiring immediate attention, the L/censee shall provide as much notice as practicable
to Licensor before commencing any work. In all other situations, the L/censee shall notify the I/censor at least ten (10) days (or
such other time as the L/censor may allow) in advance of the commencement of any work upon property of the L/censor in
connection with the construct/on, mcintenance, repair, renewal, modification, reconstruction, relocction or removal of the Pipeline.
All such work shall be prosecuted diligently to completion.
Section 4. T .tCEMS~ TO BEAR ENTIRE k'T~PENSE.
The L/censee shall bear the entire cost and expense incurred in connection with 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 L/censor in connection therewith for supervision, inspection, flagging, or otherwise.
plx.exb Page I of 4 Exhibit B
PL X 9~0112
Form Ap~wed. AVP-Law
Section 5. I~mNFOR~. lq~ .OCATION OR ~k'nvfOVAt. OF plPl~ .tNK.
(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 L/censee. reinforce the Pipeline, or
move all or any portion of the Pipeline to such new location as the L/censor mcp[ designate, whenever, m the furtherance of its
needs and requirements, the L/censor shall find such action necessary or desU'able.
(b) All the terms, conditions and stipulations herein expressed with reference to the Pipeline on property of the L/censor in
the location herembefore described shall, so far as the Pipehe reincram on the property, apply to the Pipe]me as modified,
chcmged or relocated within the contempla[ton of this section.
Section 6. NO IN'I'k'TRFJ~k'TNCE W1TH I .ICENSOR'S OPk"RATION.
The Pipeline and all parts thereof within cmd outside of the limits of the property of the L/censor shall be constructed and,
at all times. maintained. repcm'ed, renewed and operated in such inch'met as to cause no interference whatsoever with the constant,
continuous and un/nterrupted 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 F~ER OPTIC CA~T-F. SYSTk'rMS.
(a) Fiber optic cable systems mc~y be buried on the L/censor's 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
pro/its. L/censee shall telephone the L/censor at 1-800-336-9193 (a 24-hour number) to determine if fiber optic cable is buried
anywhere on the L/censor's premises to be used by the L/censee. If it is, Licensee will telephone the telecornmunications
company(ies) involved. arrange for a cable locator. make arrangements for relocation or other protection of the fiber optic cable,
all at L/censee's expense, and will commence no work on the right of way until all such protection or relocation has been
accomplished. L/censee shall indemnify and hold the Licensor harmless from and against all costs, liability and expense
whatsoever (including, without litrotation, attorneys' fees, court costs and expenses) cn'/sing out of or caused in any way by
L/censee's failure to comply with the promsions of this paragraph.
0D) In addition to other indernmty promsions in this Agreement, the L/censee shall indemnify and hold the L/censor hun;dess
from and agcnnst all costs, liability and expense whatsoever (including, without limitation, attorneys' fees, court costs and expenses)
caused by the negligence of the L/censee. its contractor, agents and/or employees, resulting in (1) any dcn'nage to or destruction
of any telecommunications system on L/censors property, and/or (2) arty injury to or death of cmy person employed by or on behalf
of any telecommun/cations company, and/or its contractor. agents and/or employees. on L/censar's property, except if such costs,
liability or expenses are caused solely by the direct active negligence of the L/censor. L/censee 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 doraage to a telecommumcation company using L/censors property or a customer or user of services of the fiber
optic cable on L/censor's property.
Section 8. CIAIMS AND t Ik'TNS FOR J ABOR AND MATFTRIAL: TAXES.
(a) The L/censee shall fully pay for all materials joined or affixed to and labor performed upon property of the L/censor in
connection with the construction, maintenance, rel:xnr, renewal, modiiicmtion or reconstruction of the Pipe]me, and shall not permit
or suffer any mech~'~ic's or materialman's lien of any kind or nature to be enforced agcnnst the property for any work done or
materials furnished thereon at the instance or request or on behalf of the L/censee. The L/censee shall indemnify and hold
h~u~x,Jess fie L/censor against and from any and all liens. claxms. demands. costs and expenses of whatsoever nature in any way
connected with or growing out of such work done, labor performed, or materials furrushed.
(b) The L/censee 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 L/censor, 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 L/censee's interest therein. Where such tax. charge or assessment may not be separately made or assessed to the
L/censee but shall be included in the assessment of the property of the L/censor, then the L/censee shall pc~/to the L/censor an
equitable proportion of such taxes determined by the value of the Licensee's property upon property of the L/censor as compared
plx.exb Page 2 of 4
Exhibit B
PL X 980112
Form Appmved, AVP-Law
with the en~re value of such property.
Section 9. PESTORATION OF
In the event the L/censor authorizes the Licensee to take down any fence of the L/censor or in any manner move or disturb
any of the other property of the I/censor in connection with the consauction. maintenance, repair, renewal, modification.
reconsauction. relocotion or removal of the Pipeline, then in that event the L/censee shall, as soon as possible and at L/censee'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 indernnffy and hold hu~a~less the L/censor, its officers,
agents and employees, against and from any and all liabfl/ty, 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 loss or destruction of property whatsoever, when such injury, death. damage. loss or desauction grows out of or anses from the
taking down of any fence or the moving or disturbance of any other property of the Licensor.
Section 10. INDk'3VlN1TY.
(a) As used in this Section, 'L/censor" includes other railroad companies using the Licensor's property at or near the location
of the L/censee'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 L/censor's officers, agents, and employees. the L/censee's
officers. agents. and employees, as well as any other person); and/or fb) damage to or loss or destruction of property whatsoever
(including L/censee's property, damage to the roadbed. tracks, equipment. or other property of the L/censor, or property in its core
or custody).
(b) As a major inducement and in consideration of the license and permission herein granted, the L/censee agrees to
indemnify and hold h,.u~dess 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, consauction,
maintenance, repcnr, renewal, modification, reconsauction. 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 Loss is caused by the sole and direct negl/gence of the Licensor.
Section 11. ~k'~,fOV.~t. Of:' PIPE I.JNE UPON TERMINATION OF AG!qk'Tld'~.
Prior to the termination of this Agreement howsoever. the I/censee 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 L/censor and shall restore, to
the satisfaction of the L/censor, such portions of such property to as good a condition as they were in at the time of the construction
of the Pipeline. I/the L/censee foils to do the foregoing, the L/censor may do such work of removal and restoration at the cost and
expense of the Licensee. The L/censor may, at its option, upon such termination, at the entire cost and expense of the L/censee,
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 consauction of the PipeLine, or it may permit the L/censee to do such work of removal and
restoration to the satisfaction of the L/censor. In the event of the removal by the L/censor of the property of the L/censee and of the
testateflon of the roadbed and property as herera provided, the L/censor shall in no manner be liable to the L/censee for any
damage sustained by the L/censee for or on account thereof, and such removal and restoration shall in no manner prejudice or
unpcnr any right of action for damages, or otherwise, that the L/censor may hove against the L/censee.
Section 12. WAIVI:TR OFB~FACH.
The wa/ver 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 impcnr the right of the L/censor to avail itself of any remedy for any subsequent
breach thereof.
plx.exb Page 3 of 4 Exhibix B
PL X 980112
Form Approvcd, AVe-Law
Section 13. ~ATION. "
(a) H 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 c~venant or agreement herein contained for a period of thirty (30) days after written notice from the
L/censor to the Licensee speci/ymg such default, the I..icensor may, at its option. forthwith immediately teaate this Agreemere
by written notice.
(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, thcm thirty (30) days subsequent to the date
upon which such notice shall be given.
(c) Notice of default and notice of termmcr~ion may be served personally upon the L/censee 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 cn'isen prior thereto.
Section 14. AGlqk'3:~f'~JT NOT TO BE ASSIGNk'D.
The Licensee shall not assign this Agreement, in whole or in part, or cn'~y rights herein granted, without the written consent
of the Licensor, and it/s agreed that any transfer or assignment or attempted transfer or assignment of this Agreement or any of
the rights herein granted, whether voluntc='y, by operation of law, or otherwise. without such consera in writing, shall be absolutely
void and, at the option of the L/censor. shall terminate fl~./s Agreement.
Section 15. SUCCESSORS AND ASSIGNS.
Subiect to the prc~nsions of Section 14 hereof, this Agreement shall be bincling upon and inure to the benefit af the parties
hereto, their heirs, executors, administrators, successors and assigns.
plx.cxb Page 4 of 4 Exhibit
PI,/WT, X DiS 9450830
Form Approved, AVP-Law
~peline/Wirel/ne (Hazardous, Flarnmable, 12' or Larger)
Insurance Requirements
L/censee shall at its sole cost and expense, procure and rnaintcjn during fie life of this Agreement the following insurance
coverage:
a) General t .i~ilitv insurance pr~v/ding bodily injury including death. personal injury and property damage coverage with
a combined single lirn/t of at least $2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. This
insurunce shall contain broad fon'n contractual liability with a separate general aggregate for the project (ISO Form CG 25 03 or
equivalent). Exulusions for railroads (e=:ept w~ere the Job Site is more than fifty feet (50') from any railroad tracks, bridges, trestles.
roadbeds, terminals, underpasses or crossing), and explosion. collapse and underground hazard shall be removed. Coverage
purchased on a cl,'~ns made form shall provide for at least a iw,., [2) year extended reporting or discovery period/f (a) the ccr~erage
changes from a claims made form to an occurrence form, (b) there is a lapse/cancellation of coverage, or (c) the succeeding
claims made policy retronct/ve date is different for the expiring policy.
b) Automobile T .i,bility insurance prcrvidmg bodily injury, property damage and uninsured vehicles coverage with a combined
single i/mit of at least $2,000,000 each occurrence or claim. This/nmmm~e 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 liabih'ty under the workers' compensation l,.,w~ 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 in state workers' compensation fund, Licensee shall comply with the laws of such states. If Licensee is self-
insured, evidence of state approval must be provided.
Licensee and their insurers shall endorse the required insurance pol/c'y(ies) to wrr~ve their riaht of snbroaation against
Licensor. L/censee's insurance shall be pnmcn'y with respect to any/nsurance carried by L/censor. The policies required under
(a) and (b) cd:x~ve shall provide severability of interests and shall name L/censor as an additional insured.
Prior to commencing the Work, L/censee shall furnish to r.icensor certificate(s) of insurance evidencing the recfuired
ccr~erage and endorsements and upon request, a certified duplicate or/ginal of any required policy. The certificate(s) shall contain
a provision that obligates the msurc=ce company(ies) issuing such policy(ies) to notify L/censor in writing of any material alteration
including any change in the retroactive date in any 'clam'm-made" pol/cies or substantial reduction of aggregate lirmts, if such 1/mits
apply, or any canceJlation at least thirty (30) days prior thereto.
The insurance policylies) shall be wr/tten by a reputable insurance company0es) acceptable to L/censor or with a current
Best's Insurance Guide Rating of B and Class Vii or better, and authorized to do business in the state(s) in wh/ch the Job Site is
located.
Licensee WARRANTS that th/s Agreement has been thoroughly reviewed by L/censee's insurance agent(s)/broker(s), who
have been instructed by L/censee to procure the insurance c~verage required by th/s Agreement.
If Licensee fails to procure and maintain insurance as required, L/censor may elect to do so at the cost of Licensee.
The fact that insurance is obtained by L/censee shall not be deemed to release or diminish the liability of L/censee,
including, without 1/m/tat/on. liability under the indemmty provisions of this Agreement. Damages recoverable by L/censor shall
not be limited by the amount of the requ/red insurance ccrverage.
g :~share~insuranc~exhb I x. exb I :~orms~plxecxb 1 .~o