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Home My WebLink About6.i. Approve Pipeline Crossing Agreement with Union Pacific Railroad Company, City Project #309 CITY OF RO5EMOUNT EXECUTIVE SUMMARY FOR ACTION CITY COUNCIL MEETING DATE: August 17, 1999 AGENDA ITEM: Approve Pipeline Crossing Agreement with AGENDA SECTION: Union Pacific Railroad Company, City Project Consent #309 PREPARED BY: Bud Osmundson AGENDA NO. � City Engineer/Public Works Director ��".� � � � � ATTACHMENTS: Letter and Agreement from Union Pacific APPROVED BY: �� Railroad Resolution � , Attached is a Pipeline Crossing Agreement with Union Pacific Raikoad,which allows the city to construct a trunk watermain that will provide water service to the Biscayne Pointe Second Addition and points northerly. It is a standard form that we have approved in the past, and it has been reviewed by the City Attorney. Staff recommends that the resolution be passed as stated below and the appropriate signatures be authorized. RECOMMENDED ACTION: MOTION TO ADOPT A RESOLUTION APPROVING THE PIPELINE CROSSING AGREEMENT WITH iJr]ION PACIFIC RAILROAD COMPANY AND TO AUTHORIZE THE NECESSARY SIGNATURES. CITY COUNCIL ACTION: CITY OF ROSEMOUNT DAKOTA COUNTY,NIINNESOTA RESOLUTION 1999- A RESOLUTION APPROVING THE PIPELINE CROSSING AGREEMENT WITH iJNION PACIFIC RAILROAD COMPANY CITY PROJECT#309 WHEREAS,Union Pacific Railroad Company has tendered to the City of Rosemount an agreement covering a pipeline crossing at Rosemount,Dakota County,Minnesota; and WHEREAS, the City Council of the City of Rosemount has the proposed Pipeline Crossing Agreement before it and has given it careful review and consideration; and WHEREAS, it is considered that the best interests of the City of Rosemount will be subserved by the acceptance of the agreement; THEREFORE, BE IT RESOLVED by the City Council of the City of Rosemount that the terms of the Pipeline Crossing Agreement submitted by Union Pacific Railroad Company be, and the same hereby are, accepted on behalf of the City of Rosemount. ADOPTED this 17th day of August, 1999,by the City Council of the City of Rosemount. ATTEST: Cathy Busho,Mayor Susan M. Walsh, City Clerk Motion by: Seconded by: Voted in favor: Voted against: Member absent: . UNION PACIFIC RAILROAD COMPANY ` � Real Estate Department J.L.Hawkins R.D.Uhrich Director-Operations SuppoR Assistant Vice Ptesident M.E.Heenan �•a��O"Y DirectoaAdministration 8 Budgets Director-ContraGs D.H.Lightwine D.D.Brown � Oiredor-Real Estate Direciot-Real Estate T.K Love M.W.Casey 1800 Famam SVeet " Director-Real Estate General DirectorSpecial Properties Omaha,Nebraska 68102 J.P.Gade � Fax(402)997-3607 � Direetor-Faality Management 7uly 29, 1999 Folder No.01790-43 BUD OSMUNDSON CITY OF ROSEMOUNT 2875145TH STREET WEST . ROSEMOITNT NIN 55068 Re: Proposed Encased 20"Water Pipeline Crossing of Railroad Property at Mile Post 334.420 on the Albert Lea Subdivision at or near Rosemount,Dakota County,Minnesota Dear Mr.Osmundson: Attached are duplicate originals of an agreement covering your use of the Railroad Company's right of way. Please execute or arrange for execution of the attached document and have the signatures witnessed or attested, as indicated. Please RETURN AI-L COPIES of the document for execution on behalf of the Raikoad Company in the enclosed self-addressed envelope. Your copy of the fully- executed document will be returned to you,if approved by the Railroad Company. Also,please provide a resolurion or other authorization for the party executing the documents, and Insurance Certificates, if required by the agreement. Also attached is Contractor's Right of Entry Agreement which must be executed and returned in accordance with the attached agreement,if work is to be performed by a contractor. Payment in the amount of One Thousand Five Hundred Dollars ($1,500.00) is due and payable upon your execution of the agreement. Please include your check,with Folder No:01790-43 written on the front, made payable to Union Pacific Railroad Company, with the retum of the documents. This agreement will not be accepted by the Raikoad Company unril the initial payment .is received and all Insurance Certificates are in proper form, if required by the agreement. If you require formal billing,you may consider this letter as a formal bill. In compliance with the Intemal Revenue Service's policy regarding Form 1099, I certify that 94-6001323 is the Railroad Company's correct Federal Taxpayer Identification Number and that Union Pacific Railroad Company is doing business as a corporation. If we have not received the executed documents within six months from the date of this letter, this proposed offer of an agreement is withdrawn and becomes null and void. ' ' . We are continually trying to do a better job for our customers. In an effort to do this,we would like to laiow what we did right: If there were any areas where you felt that our performance could improve, we would like to hear that also. In this regard, enclosed is a survey form that we would appreciate you completing and returning to us at your eazliest convenience. If you have any questions,please contact me at(402)997-3546. Yours truly . Tom Ju s Contracts Representative . PL X 940206 � Form Approved,AVP-Law Folder No: 01790-43 PIPELINE CROSSING . AGREEMENT Mile Post: 334.420,Albert Lea Subdivision � Location: Rosemount,Dakota County,Minnesota THIS AGREEMENT is made and entered into as of 7uly 29, 1999, by and between iJNION PACIFIC RAII,ROAD COMPANY, a Delaware corporation (hereinafter the "Licensor"), and CITY OF ROSEMOUNT, a Minnesota municipal corporation, whose address is 2875 145th Street West, Rosemount,Minnesota 55068 (hereinafter the"Licensee"). IT IS MUT'UALLY 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 ONE THOUSAND FIVE HUNDRED DOLLARS($1,500.00). 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 therea8er, during the term hereof, to maintain and operate only an encased 20"water pipeline crossing(hereinafter the"Pipeline'� in the location shown and in conformity with the dimensions and specifications indicated on the attached print dated July 28, 1999, mazked Exhibit A. Under no circumstances 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 possble, or whether such use may come into existence during the life of this Agreement. Article III. CONSTRUCTION,MAINTENANC'E AND OPERATION. The grant of right herein made to the Licensee is subject to each and all of the terms,provisions, condirions,limitations and covenants set forth herein and in Exlubit B,hereto attached. Article IV. 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 Enhy Agreement. Licensee aclrnowledges 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 V. 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. 01790-43, issued by its insurance carrier confirming the existence of such insurance and that the policy or policies contain the following endorsement:_ - � LINION 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 334.420 at or neaz Rosemount,Dakota County,Minnesota. B. If the Licensee named in this Agreement is a public entity subject to any applicable statutory tort laws, the limits of insurance described in Exlu�bit 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. 01790-43, Union Pacific Raikoad Company,Real Estate Department, 1800 Famam Street,Omaha,NE 68102. ArHcle VI. T'ERM• This Agreement shall take effect as of the date first herein written and shall continue in full force and effect until ternunated as herein provided. . Article VII. SPECIAL PROVISIONS—NONE IN WITNESS W�-IEREOF,the parties hereto have caused this Agreement to be executed as of the date first herein written. LTNION PACIFIC RAILROAD COMPANY By: . Contracts Representative � WITNESS CITY OF ROSEMOUNT X By Title , FOR1A OR-Oi0t-8 �� jNDICATtMG NOftTN r REv. IG -1-93 �p� REt,AT[YE TO CROSSIkG�� , APPLICATION FOR ENCASED � NON-FLA�MMA-BLE PIPELIN� CROSSING �, tdOT� ALL AYAILABLE �t1dENSI6N5 44J5T 8E cF NO SC�ILE fj�� lN TO PROCE55 THIS I�PPL[CATION. • � . - � �� 3,d��, : � '' �M' �.�~� �i �cc�wrc i�i s1 t ¢ror�s�a s) , SD P7. 1'�r!/6/? � � � — s,e0✓E � a, qb. Oo • a� - � n��is�s �fipSc�yo t/•�T `br € � � /IIGI,[OF CIIOSSIMG t1EaREfT RR. iOwU t1E/�Ei�R-R�� iittK TR�C[ s °� i }—�r---'�--r=.,�" . (J•vlirn/G�"�^� � �ars�YNe ,�vE. s�� r�ty�1 � � (�fEF 10TE i) CT . � (SEE MOTE S) �, ` S� F i. . y4�e~ti� � cOIST�wCC �l0►iC ntatc sROu SECTid�LIME CAOSSIlIG� � i 1��'d'�h �'Fr. �� (NDTG THIS OI►FJ6lON�EOUItEO IM ILLl C�SES. � _ �l �OCaTlptS MOT 1JSIdG fE{itOMSr OtSTNICE �� TO A�Ebai ftnYEt LI�E IS�EOulREOI �� Rii't M � b �� s�� s S�FT. -�• • ` . I = STEEI CASiNC NALL � i s�ict THICKNE55 CHART Ytw OIST ' I Y(N16W 0lAYETER OF _ � yM qoe� 2�� ( TN(CICNESS CAS[MG PIPE � ' . ( .]125' S/6' OYFR 12'-16` � ' .ST50' ]/i• OYER 1!•-22' f LFr. . .�575' T/16• OYFR 22'-2d' �a,s�T Y1K I � � T. .s000� ��r ovea xr-s<- 2� r. �zc cr. w�.t (3 F:. ��a�.l �c.scwc .se2s- ti�s• ov�t sr-�r �x usiMc ' c�s�wc.�►�ts« "°,. •� . .6250� sie� orr�a 4r-�6- --------- - ------------ -- - - - ovEa �e' K15T 8E ---� -- -- - I I CaIMt1E7l�IrE �� APPROYED 8T R.R. C0. / __- _ - _ NpTES THIS GiART [S Ol�Lf � O FOR �YOOTH STEEL C�SIMG ' ♦ ( � �� I P(PES tiTH YINIY.Y YIE10 i , SrRE1KTH OF 35.00G PSI. } � ' I Fp�A TO FIGURE CASIMG � � Z p �s si.--I � • s ir. G5 Fr. —=i H--- Gscr. . ��rN rtr►� �ricx.e of ' J��FT. I CRC55[ItG OTHER THAM 90' ( !3�f7; _e �rt[s: . tus�we�cxerK w+�w�we�o a.a+e.tra.�w�f e stn � M.t MORIZ�R11 OI�T4110ES TO�E rEltit/tED aT RtO��1�.Ei iJeOY E OF fRKs. • FT.• OR]0 R• ` e �t� �p p�p�T�O T+E E 0�ffulG[�T RtGrt YIGCES T►E CREAf'EF OF 2D t0 �I�� KI�otE t�'• VO�E�"Ob l[Yff Of RlfL11G4D��G�OF-t+T ti I�CESS�TO MlQIfIOE M�0►£�� ( YIMq[Yi Oi f0' i110Y T1IE[MO OF alrt 14IU10+0/RIOW i OF�e► ULvEllfr OIl i11a1�N1f i�1TCx(MG YtEa. ntet slq,y��pc��TtM£i�liT iE rltEStMT OtJ�[MG 1�6TaLL/.T[pt.1F 141��O�C f[CWif�ltE IY T1E�fCIMIR 0�CRQSSfMG. a61,oWlE i[siD OO.IECTf lrCL1AE YCJCsuLs 0�MtOCEf: f OF 100+0 d�OSstwGi a OVDwCAO vcADtJCts tctK�0�0 wYE�, a curEtllts. . CIitMG IYO C�MtIOt�IrC�JfT iE R�CEL�YtMI�W 0�2 RET�ELO��ME E7�IiTl1C FtfE1t OrTIC WLL M�Y iSG►V�TIOM R£aJt1tFD fITMtM : .ccr o�„c a��sT��c�uu o�r«w�c.�,:��K..o ow E�iiIBIT "A" Ig ?IpELiH£ CROSSING 1CtTHIN OED(CATEO STREET ? YES;_.Na ,�M`��^ [f YESr t�1�►uE OF STREET �NlD�✓ DI57RIBUTION IiNE____.__oa 7RAN51�AISSIOH IiNE PACIF[C RAILROAO C0. CARR I ER P I PE t W�J�,Q ' . COt.a10DITY.TO 8E CONYEYED 5` A�6�,�f („cy pPERAT[NG PRESSUR �� Zp� .�TERIAL D1 ' ""10"""" MALL THICKNESS a—�tA�1ETER___, 3�+�Z L CASiNC PIPE : �.s�y M. P 33y•y2- E. S. 1rALl. THiCKNE55 -�D[IllaETER �•, ;�►TER[AL �t' : NOTE :GISING WST HAYE 2" CLEARANCE BETMfEEN GREIITEST ENCASED P•P� ��e CROSS IJNGN AT OUTStDE DIAI�ETER OF CARRIER PtPE At10 INFERIOR D[A�[ETER OF R,sew�okHf QqK.tti CASING PIPE. MfHEN FURN[SHING D1AlENSI0N5�•GIVE OUTSI�E OF ��t nm � � '��' CARRIER PIPE ANO INS[OE OF CAS[HG PIPE. IAETN00 OF INSTALLING CAS(NG P[PE UNOER TRACK(S1: ;fy o'� o$�n1o�+Hf X ORY 80RE AHD JACK t M(ET 80RE NOT PERI�tITTEO) : "'*�'�""' T1INNEL � OTHER RR F t LE N0. �?9O" DATE "Zg 9 NtLL CONSTRUCTION 8E Blf AN OUTSIDE CONTRACTOR? YESi�-N�i � CiSTA!!CE FROA! CENTER IINE OF TRACK TO NEAR FACE OF BOR(�1G,AN� � A R N t N C dACKtNG PITS MME!! 1lEASUREO��RZt�HT�t-N�� TRACK �� rr ai.i.eee.s�o�s. a �. oo�ax�ur�aes MPL[CAtiT HAS CONTACTED �su�s�xr wsr�E oartrttm �w�o+rwx OF U. P. Cq,,�,�!�ICATION OEPARTI�lEHT A!!0 EAS 5DE��iCtN[TYBOF �'�i.eu*�car ec r(�ioi�a�►rie�ea� � ' OPT(C CABIE__15�OQE5 ; DOES �T �/Io�906� �` �-��%"�� N'ORK TO 8E PERFWtIrlEO . TICKET k0. PL X 980112 Fam App�oved.AVP 7sw La�ili.0 Section 1. LIMI'fATiO AND St�Ri�INATION OF RIGHTS GRAN'I'm. a) The foregoing gr�t of right is subject�d subordinate to the prior�sd continuir�g right�d obligation of the Licensor to use�xi mmntmn ifs�en�re ProPertY includir�g the n9ht�d power of the Licensor to construct,mmntcan,repmr, renew,use,operate, ch�cmge,modify or relxate rmlroad tracl�,sign�al,communicatior�fiber optics,or oth�er wirelines, pipelines�d other facilities upoa along or across mzy or all p�ts of its property,all or m�y of which may be freely done ct�y time or times by the Licensor without liability to the Ltcenaee or to�y oth�er p�ty for compensation or dcanages. b) The foregoing grcmt is also subject to all outst�ding su�erior righfs Gncltuiing those in favor of licensees and lessees of the Licensor's property,amd others)�d ihe right of the Licensor to renew�d eztend the s�ne,�sd is made without cov+erxmt of title or for quiet enjoymen� Section Z. mwre�t Tr-rrnrr MQTNt'F.NANCE AT�1i�OPII�ATION. a) The Pipeline shall be constructed,operated,madntmned,repcdred,renewed,modified�ul/or reconstructed by the Ltcensee in strict conforn�ity with Union Pacific Rmlroad Co.Coaunon St�dm d Specification 1029 adopted November 1949,�r3 all canesxirnsnts thereof�d supplements thereto,which by this reference is hereby made a p�t hereo�except Qs may be modif�ed�d appravad by the Licensor's Vice President-ErLgineering Servlces. In the event such Specification conflicts in�y respect with the reqtriremer�s of cmy federal,state or miuucipal law or regulation,such requirements shall gov�em on all points of conflict,but in all other respects the Speci,fication shaIl apply. b) All w�rk pedormed on property of the Lfcensor in conrsection with the construction,mmntencasce,repair,renewal. modification or reconstruction of the Pipeline shall be don�e to the saitisfaction of the Licensor. c) Prior to the commencement of�y work in connection with the canstruction, mmnterLamce, repmr;renewal, modificatioz�,relxation,reconstru�ction or removal of the Pipeline where it passes undemeath the roadbed�d track or tradcs of the Licensor,the Licensee shall submit to the Licensor pl�ss setting out the method m1d mmzner of h�dling the work includir�g the shoring�d cribbing,if�y.required to protect the Licensor's operahons,�d shall not proceed with the work�mh�such pl�ss trsve been approved by the Vice President-£tr�ineerax3 Seivices of the Licensor�d then the work shall be dorye t4 the satisf�ction of the V'ice President-F.ngirieering Setvlces or his authorized representative•The Licensor shall hav�e the right,if it so elects,to provide swch support as it may deem necessm7►for the s�ety of its track or tracics diaing the time of construction,mmnten�e,repmr,renewa).modification,relxation,reconstruction or removal of the Pipeline.�d,in the event the Iicer�sor pravides such suppork the Licensee shall pay to the Licensor,withen fifteen Q5)days adter b�71s styall have been rerr.iered therefor,all ezpense irycurred by the Iicensor in coru�ection therewitl�which ezpense shall include all asaignable costs. d) The Licensee shall keep�d mmntmn the soil over the Pipelir�e thomughly compacted mvd the grade even with the adjacent siu�face of the ground. Section 3. If � emergency should �ise requiring immediate attention, ths Licensee shall provide as much n�otice cs practicable to licensor before commencing�Y wnrlc In a11 other situations.the Licensee shall notify the Licensor at least ten(10)days(or such other time as the Licensor may allow)in ac3v�sce of the commencement of cmy work upon property of the Licensor in coru�ection with the construction.mmnten��ce,reperir,renewal,modification,reconsiruction,relocalion or removal of the Pipelin�e. All su+ch work shall be prosecuted diligently to completioa Section 4. T TCE�IS�TO$EAR IIV'ITF��II�TSE. The Iycensee shall be�the entire cost�d ezpense incurred in conryection with the constrwction,mmr►ten�ce, repmr cmd renewal�d�y�d all modificatior�revision,relocation,removal or reconstruction of the Pipeline,includin9 cmy�d all ezpense which may be incurred bY the Licensor in connection therewith for su�ervisior�,inspectior�flaggin�g, or otherwise. ;p�� Pa�e 1 of 4 E�u'bit B PLX980112 Focm Appcavod,AVP-Isw Section 5. RF.[NF'ORCQviQdT �OCATION OR R�viOVAL OF PIPII.INE. Q) The 1i,cense herem qnmtsd is subjec,�t to the ryeeds�xi requirements of the Licensor in the operation of its rmlroad �xi in the irnpravemerd�d use of its property,�sd the 1.icensee shall,at the sole ezpense of the Licensee,reinforce the Apeline,or mav+e all or�y portion of the Apeline to awch n�ew location as the Licensor may designate,whenever,in the further�ce of its n�aeds c�d requirements,the Licensor ahall find awch action necess�y or desirable. b) All the terms, conditions �d stipulations herein ezpressed with referer�ce to the Pipeline on property of the Ltcensor in the bcation hereinbefore described shall,so f�as the Pipeline remmns on the property,apP�y to the Pipeline as modified,ch��ged or relocated within the contemplahon of this section. Section 6. **^?*-''�'G''?��G'�WITFI LCENSOR'S OPERATION. The Pipeline �d all p�ts thereof within mid outaide of the limits of the property of the Licensor shall be constiwcted cmd,at all tiraes,mmntmned repmred�newed�d operated in such mmzryer as to cause rio intederence whatsoev�rwith the const�t,continwous�d uninterrupted use of the tracks,property�d fac�ities of the Licensor,�sd mthing shall be do�or suffered to be done by the L,ioensee at miy time that would in�cy m�user impmr the sc�ety thereof. Section 7. PROTE,'C'I'[ON OF F�fft OPTIC CABLE SYSTE��iS. a) Fiber optic cable systems may be buried on the L{censor'a property. Protection of the iiber optic cable systems is of eztreme import�ce since�y brea3c could disrupt service to users resulting in business interruption�d loas of revernse cmd progts, Iicensee shall telepho�the Licensor at 1-80Q336-9193(a 24-hour nuinber)to determirse if fiber optic cable is buried�ywhere on the Licensots premises to be used by the Licensee. If ft is, Licensee will telephon�e the telecommunications comp�y(ies) ircwhred, �ge for a cable locator, malrs �c�gements for relocation or other protection of the fiber optic cable,all at llcensee's ezpense,�d will coaunence no work on the right of way until all such protection or relxalion has been accomplished Ltcensee shall itsdemnify mzd hold the L3censor h�mless from cmd cgmnst aIl oosts.liabili{y�d ezper�se whatsoev�er Gncluding,without limitatioa,attomeys'fees,court costs�d e:penses) �ising out of or caused in aay way by I.icensee's fmlure to comply with the provisions of this pcaagraph b) In addition to other indemnity provisions in this Agreement,the Licensee ahall indemnify and hcld the I3censor h�mless from cmd agmnst all costs,liability�d ezpense whataoever(in�cluding,withput limitation,attorneys'fees,court costs�d ezpenses)caused by the negligence of the Licensee,fts contractor,agents�d/or employees,resulting in(1) �r d�age to or destruction of�y telecommunications system on Licensots property,�dlor(2)cmy injury to or death of �y person employed by or on behalf of amy telecommunications compcmy, �d/or its contractor, agents �d/or employess, on Licensor's property, ezcept if such costs, liability or ezpenses �e caused solely by the direct ac�v�e negligence of the Iicensor. 13censee further agrees that it shall rwt hav+e or seeY recourse agmnst Licensor for�y clmm or cause of action for alleged loss of profits or revenue or loss of service or other consequential dmnage to a � telecommunication comp�y using Licensor's property or a customer or user of senrices of the fiber optic cable on L3censor's property. Section 8. �'!a��S ANTJ �S FOR La�R ANI�MA'I'E��aT�TA�'S. a) The I�censee shall ftilly pay for c�dl materia]s joir�ed or affmsd t,��rl labor performed upon property of the Licensor in connectlon with the construction,mmnterxmce,repair.renewal,modification or reconstruction of the Pipeline.�d shall not perinit or st�ffer�y mech�sic's or materialmam's lien of�y ldrnd or natiue to be enforced agmnst the p�perty for�y work done or materials fumished thsreon at the inst�ce or request or on behalf of the Licensee. The I.icensee shall indemnify�d hold h�mless the Licensor agmnst�d hom�y�d all liens,clmms, dem�ds, costs�d ezpenses of what,goever nature in�y wuy connected with or growing out of su�ch work don�e,labor performed, or materials furriished. b) The Iicensee shall promptly pay or dischaa�e all t�es,ctuuges�d assessments levied upon,in respect to,or on account of the Apeline,to prevent the s�ne from becorrung a cl'�ge or lien upon property of the Licensor,�d so that the tmces, ch�ges�d assessments levied upon or in respect to swch properiy shall n�ot be increased because of the bocatior�consin�ction or mmn#en�ce of the Apeline or�►improvement,apPli�sce or 5zhue connected therewith placed ug�on such property,or on account of the licensee's interest therein. Where such tm4 ch�ge or assessment may rvot be sep�ntely made or assessed to the licensee but shall be included in the assessment of the properiy of the Licensor,then the Licensee shall pay to the Iicensor�equitable proportion of such tmces determined by the value ot the Ltcensee's property upon property of the licensar as compcaed with the entire value of swch property. :plxea� Pa�e 2 ot'4 Fadv'bit B YL X 980112 � Faai Appcovod,AVP-Lw Section 9. RF�'t'ORATION OF LI�II�SOR'S PROP�TY. In the eveni the Licensor authorizes the Licensee to take down�y fence of the Licensor or in�y m�user move or disturb�y of the other property of the Licensor in connection with the construction,mmnten�ce, repmr, renewal, rnodifi,cc�ti,on,reconstructiA�,reloca�on or remavQl of the Pipeline,then in that ev�ent the Licensee shall,as soon as possible mxl atLicengee�sole ezpense,restore such fence oa�d other propertyto the smne condition as the s�ae were in before such fence was taken down or such other property wQs moved or disturbed,�d the Licensee shall indemnify�d hold h�mless the Licensor,its officers.agents�d employees,agmnst�d from�y cmd all liability.loss.d�nages,clmms, dem�ds,costs�d espenses of w3x:tsoever naha�e,ir�cludiir3 court costs�d attomeys'fees,which may result from injiuy to or death of persons whomsoever,or dmnage to or loss or destruction of property whatsoever,when such injury,death, dcanage,losa or destructi�on growa out of or aQises from the talrir►g down of�y fence or the moving or diaturb�ice of�y other properiy of the I3censor. Sec�on 10. �. a) As used in this Sectir�r�'i.icensor'includes other rmlr�oad comp�ies usirlg the Licensor's property at or rse�the location of the Licensee's installation�sd thsir officers,agents,�d employees;"Loss'includes loss, d�nage,clmms, demcmds, actions, causea of action, penalties, costs, m�d ezpensea of whatsoev�er n�atiu�e, including court costs amd attorneys'fees,wMch may result from: a)injury to or death of persons whomsoewer(including the Licensor's officers, agents,aaid employees,the L{censee's officers,agents,am�d employees,Qs well as amy other persor�;�d/or b)d�nage to or]pss or destruction of property what.soev�r(im_luciin9 Licensee`s property.dcanage to the roadbed,tracks,eQuiPment. or other property of the Licensor,or property in its cm�e or custody). b) As a major inducement�d in consideration of the license�d peimission herein gr�ted,the Licensee agrees to indemnify amd hold hc�mless the Licensor frotn�y L+osa which is due to or�ises from: 1. . The prosecution of�y work contemplated by this Agreement includirsg the installation, construc�on, mmnterrmce,repmr,renewal,modification,reconstruction,relocation,or removal of the Pipeline or�y p�t thereof;or 2. The presence,operation,or use of ths Pipeline or contents escapirig thereirom, e�ocept to the eztent thnt the Loss is caused by the sole�d direct negligence of the Licensor. Section 11. �;,^,:��^r nror r rntF r toc)N q'�A,ttNATION OF ACR—�'i�'N�'. Prior to the termination of this Agreement howsoever, the Licensee shaD, at Licensee's sole ezpense, remow the Pipeline from those portions of the property r�ot occupied by the roadbed cmd track or tracks of the Licensor �d shall restore,to the satisfaction of the Licensor,swch portions of such properiy to as good a condition cs they were in at the time of the construction of the Pipeline. If the Licensee fmis to do the foregoing,the Licensor may do such wor� of renzoval�d restorati�on at the cost�d ezpenge of the lic:ensee. The Licensor may.at its option, upon such termination. at the entire cost�d ezpense of the Licensee,remove the portions of the Pipeline lxated iulderneath ita roadbed casd track or tracks�d resbore such roadbed to as good a condition as it was in at th:e time of the constru�ction of the Apelin�e; or it may permit the Licensee to do such wor�C of removal�sd restoration to the satisfaction of the Licensor. In the ev�ent of the removal by the Licen4or of the property of ths Licensee�sd of the reatorc�on of the roadbed�d prcpertY as berein provided, the Licensor shall in no m�uier be liable to the Licensee for�y d�nage sustmned by the Licensee for or on ��{{��8�reayon�al�d restoration shaIl in no m�ryer preJudice or impmr�y right of action for d�nages, or otherwise,that the Licensor may hae�e agmnst the Licensee. Section 12. yVAIVII�OF BREAG'�i. The w�ver by the Licensor of the breach of�y condition,covenamt or agreement herein contmned to be�cept, obsecved cmd performed by the Licensee shall in no way impmr the right of the I3censor to avcril itself of�y remedy for �y subsequent breach thereof. .P1xe� Page 3 of 4 E�v'bit 8 PLX980112 •• - Fam Appinvad,AVP-Lw Section 13. Z'F$�rj. � If the Licensee does not use the right herein gr�ted or the Pipelir�e for one(1)ye�,or if the Licenaee continues in default in the pedorm�ce of�y cov+ar�t or agreement herein contmned for a period of thirty(30)days�ter written notice from the Licensor to the Licensee specifying such default,the Licensor may,at its option,forth�vith irnmediately terminate this Agreement by written no�ce. b) In ad�dition to the provisions of subp�+gmph a)above,this Agreement may be terrninated by written notice givien by either p�ty hereto to the other on amy date in su�ch tu�tice stated,not less,however,th�thlrty(30)days subsequent to the date upon which such n�otice shall be c',�v�en c) Notice of default�xxi notice of termir�ation may be served persor�aUy upon the I.icensee or by mmting to the lcst lrnown address of the Licensee. Termination of this Agreement for aQxy reason shall not cffect �►of the righ#a or obligatiAns of the parties hereto whbch may have accnied.or liabilitiss,accrued or otherwise,which may ha�e�isen prior thereto. Section 14. AGRID�ZIIVT NOT'PO BE ASSIGNID. The L�censee ahaIl rr�t�sign this Agreemerit,in wh�le or in p�t,or any rlghts herein grmited,without the written consent of the Ltcensor, �d it fs agreed that miy tr�sfer or assignment or attempted tr�ssfer or�signment of this A Jneement or�y of the rights herein gs�ted,whether wluntmy,by operation of law,or othervvise,wftheut such consent in wsiting,shall be absolutely wid�►d,at the option of the Licensor,shall terminate this Ac�reemen� . Section 15. SUG�CESSORS AND ASSIGNS. Subject b the provisbona of Sectionl4 hereo�this Agreement shall be biridiiig upon�d inure to the benefit of the p�ties hereto,their h�eirs,eiecutors,administrators,suacessora�d assigna. ,F�,� Page 4 d4 Fadv'bit B PLIWL X INS 960830 Forr.t Approved,AVP-Law �B�B-1 � Pipeline/V'Jireline�iaz�dous,Flcffnnlable, 12"or LcQger) . Insurance Requirements Licensee shall,at its sole cost cmd expense,proctiue�d mmntcrin during the life of this Agreement the foIlowing insurcmce coverage: a) General Liability insurcff►ce providing bodity injuiy including decith,personccl injury cmd property d�nage coverage with a combined single limit of at Ieast $2,000,000 each occurrence or clmm mzd m1 aggregate limit of at least $4,000,000. This insurmlce shall contmn broad form contractual liability with a sepcaate general aggregccte for the project(ISO Forru CG 25 03 or equivalent). Exclusions for rmlroads(except where the Job Site is more thmz fifty feet(50')from�y s�cdlroad tracks,bridges,trestles, � roadbeds,terrninals,underpasses or crossings),cmd explosion,collapse and underground hazaord shail be removed. Coverage purchased on a�lcrims made form shall provide for at least a two(2)ye�e�dended reporting or discovery period if(c�the cavercige ch�ges from a cicrims made form to�occurrence form,(b)there is a lapse%�cellation of crnrerage, or(c)the succeecling cicdms made policy retroactive date is different for the expiring policy. b) Automobile Liability insur�ce providing bodily injury, property dcanage �d uninsured vehicles coverage with a combined single limit of at le�ast$2,000,000 each occurrence or clmm This insur�ce shall cover all motor vehicles including hired tmd non-owned aaid mobile equipment if excluded from crnerage under the general public liability insuramce. c) Workers'Compensation insuramce covering Licensee's statutocy liability under the workers'compensation laws of the state(s)affected by this Agreement,�d Employers'Liability. If such insurcmce will not cover the liability of Licensee in states thc�t require pcaticipation in state workers'compensation fund Licensee shall comply with the lc�ws of such states. If Licensee is self- insured,evidence of state approval must be provided. Licensee mzd their insurers shall endorse the required insurmzce policy(ies)to w�ve their riqht of subrogation agadnst Licensor. Licensee's insurcmce shall be primcuy with respect to�y insur�ce c�ried by L{censor. The policies required under (a)and(b)abave shall provide severorbility of interests�d shall name Licensor as cm additional insured. Prior to commencing the Work, Licensee shall fumish to Licensor certificate(s)of insuramce evidencing the required caverage caid endorsements amd upon request,a certified duplicate original of cmy required policy. The certificate(s)shall contain a pravision that obligates the insur�ce comp�y(ies)issuing such policy(ies)to nofify Licensor in writing of�y material alteration including any ch�ge in the retroactive date in cmy"cicrims-made"policies or substamtial reduction of aggregate limits,if such limits apply,or mzy cmzcellation at least thirty(30)days prior thereto. The insur;mce policy(ies)shall be written by a reputable insur�ce compaa�y(ies)acceptable to Licensor or with a current Best's Insur�ce Guide Rating of B cmd Class VII or better,mzd authorized to do business in the state{s)in which the Job Site is loccrted. � licensee WARRANTS that this Agreement has been thoroughly reviewed by Licensee's insur�ce agent(s)/broker(s),who have been instructed by Licensee to procure the insurance coverage required by this Agreement. If Licensee fmis to procure mzd marintadn insurmzce as required,Licensor may elect to do so at the cost of Licensee. The fact that insurance is obtmned 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. DaQnages recoverable by Licensor shall not be limtted by the canount of the required insur�ce caverage. . g:lshareunsuranckxhbix.exb l:�foims�plxeexbl.kjo