HomeMy WebLinkAbout09326RESOLUTION NO. 9326
A RESOLUTION APPROVING A WIRE LINE CROSSING AGREEMENT BETWEEN THE CITY
OF PUEBLO, A MUNICIPAL CORPORATION, AND THE UNION PACIFIC RAILROAD
COMPANY, AND AUTHORIZING EXECUTION THEREOF BY THE PRESIDENT OF CITY
COUNCIL
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that:
SECTION 1
The Wire Line Crossing Agreement, dated March 5, 2001 by and between the City of
Pueblo, a Municipal Corporation, and the Union Pacific Railroad Company, a Delaware
Corporation (the "agreement ") is hereby approved.
SECTION 2
Funds required to be paid under the agreement for a crossing agreement of $3,730.00 shall
be paid from appropriated and unexpended funds in account number 101 - 5030 - 416.60 -12.
SECTION 3.
The President of City Council is hereby authorized to execute this agreement for and on
behalf of the City, and the City Clerk is authorized and directed to attest same and affix the Seal of
the City thereto.
INTRODUCED June 25, 2001
BY: , Robert(Schillin
APPROVE Q/ 4�p4f U / �
side t o f City Council
ATTEST:
City rk
JP
WLX.DOC 940204
Form Approved, AVP -Law
Folder No: 01956 -24
WIRELINE CROSSING
AGREEMENT
Mile Post: 117.66, Colorado Springs Subdivision
Location: Pueblo, Pueblo County, Colorado
THIS AGREEMENT is made and entered into as of March 5, 2001, by and between UNION
PACIFIC RAILROAD COMPANY, a Delaware corporation, (hereinafter the "Licensor ") and the
CITY OF PUEBLO, a Colorado municipal corporation, to be addressed at 350 S. Grand, Pueblo,
Colorado 81003 (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 ONE THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($1,750.00).
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
one fiber optic wireline crossing only
(hereinafter the "Wireline ") in the location shown and in conformity with the dimensions and
specifications indicated on the attached print dated March 5, 2001, marked Exhibit "A ". Under no
circumstances shall Licensee modify the use of the Wireline for a purpose other than the above -
mentioned, and said Wireline 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. IF WORK IS TO BE PERFORMED BY CONTRACTOR.
If a contractor is to do any of the work performed on the Wireline (including initial construction
and subsequent relocation or substantial maintenance and repair work), then the Licensee shall require its
contractor to execute the Licensor's form Contractor's Riizht of Entry Agreement Licensee
acknowledges receipt of a copy of the Contractor's Right of EntryAgreement and understands 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. 01956 -24, 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 or any work
performed on or associated with the wireline crossing located on Railroad right
of way at Mile Post at or near Pueblo, Pueblo County, Colorado.
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 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. 01956 -24, Union Pacific
Railroad Company, Real Estate Department, 1800 Farnam Street, Omaha, NE 68102.
Article VI. TERM.
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 VII. SPECIAL PROVISIONS -- NONE
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the date first herein written.
UNION PgrSZIFIC RAILRQAD COMPANY
i. • •
R-
e President of the Counci
01/22/2001
I PLACE ARROW INDICATING NORTH
3OIAECTICw RELATIVE TO CAOSSING
0
15:26 DEPT OF TRANSPORTATION 4 14029973601
TO 0 . I M
( NE•R.A, R, .A. - O.Nr
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FORM OR_O'j F_
REV S- 1 5- 96
UNDERGROUND WIRELINE CROSSING
NO SCALE
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15EE NOTE ZI LENGTH WITH ANG OF
� Q FT. I CROSSING OTHER TMAH SO-
NOTES ' (C•S INL L.NGiM •MEN uS.SUACO ALONG RIPCL(NE.) L
II ALL HORIZONTAL DISTANCES TO BE MEASURED AT At ANCLES FROM Q OF. TRACK. 67tCCpi AS MOTEO, 9
CASINO �i
33 CASING, WST I AL : STEEL. 4 MINIWM OF ]0 OUT FROM ( OF TRACK, MEASUREA AT RIGHT ANGLES. SfN,A B '� CASING, MATERIAL RIGID SAYAILIC CONDUIT INo PVC1.
41 MINIWM OF SO' FROM THE ENO OF ANY RAILROAD BRIDGE, Q OF ANY mIH.01ST.
ST SIGNAL REPRESENTATIVE WS► 8E pgESENT DUA(NG INSTALLATION (r RML4pA0 SpGMa�9 rA2 IN 6 VIC INITY OF CR059( l.oTc 2 1
61 {
CASING AN FIX EBJECT9 GUST BE BAC KWALLS OF BRIOCES: Q OF ROAO CROSSINGS A OVERHEAD VrAOUCTS IGIVE ROAD NAHEI, OR IL OF CULVERTS.
YI CASING AND CARRIER PIPE YL15T gE PLACED A UINIMAS OF 2 CEET BELOW THE EXISTING FIBER OPTIC CABLE: ANY EXCAVATION REQUIRED WITHIN
5 FEET OF THE EXISTING FIBER OPTIC CABLE LUST BE HAND Ov&
Al 1S WIREL(NE CROSSING WITHIN DEDICATEE) STREET? __,yES ; JG._ NC;
BI IF YES, NAME OF STREET
C) TYPE WIRELINE CROSSING TELEPHONE; TELEYISIO)g FIBER OPTIC;
OTHER;
0) VOLTAGE TO 9E CARRIED UNDER TRACK NO. OF WIRES
El CASING TYPE TO BE INSTALLED 4IL
FI METHOD OF INSTALLING CASING PIPE UNOER TRACK(S):
L� ORY BORE AND JACK (WET BORE NOT PERMITTED);
TUNNEL; OTHER
G) DISTANCE FROM CENTER LINE OF TRACK TO NEAR FACE OF BORIyG_9NO
JACKING PITS WHEN MEASURED AT RIGHT ANGLES TO TRACK S��` S
41 DISTANCE TO NEAREST ROAD CROSSING WITH SIGNAL LIGHTS OR GATES
1 IF LESS THAN ONE MILE) 41 lee S rxtL6x_ Nill Rl. llg.4
Il APPLICANT HAS CONTACTED 1 - 8.00 - 336 -9193,
U. P. CC I CA ION DEPAR TUENT, AND HAS OETERM I NED FIBER
OPTIC CABLE DOES; DOES NOT; EXIST IN VICINTY OF
WORK TO Be PERFORMED. TICXET NC. 91pA CI
E XHIBIT "A"
,ry 0 .100.0 0f9 OK♦ • 00.0p _,. : IN 1.1% 8011
I UNION PACIFIC RAILROAD CO.
.:YiD1.IS10w,
M. P. //7.66 E. S. _l, 3628'
UNDERGROUND WIRELINE CROSSING
L d �v D CO
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NOTES ' (C•S INL L.NGiM •MEN uS.SUACO ALONG RIPCL(NE.) L
II ALL HORIZONTAL DISTANCES TO BE MEASURED AT At ANCLES FROM Q OF. TRACK. 67tCCpi AS MOTEO, 9
CASINO �i
33 CASING, WST I AL : STEEL. 4 MINIWM OF ]0 OUT FROM ( OF TRACK, MEASUREA AT RIGHT ANGLES. SfN,A B '� CASING, MATERIAL RIGID SAYAILIC CONDUIT INo PVC1.
41 MINIWM OF SO' FROM THE ENO OF ANY RAILROAD BRIDGE, Q OF ANY mIH.01ST.
ST SIGNAL REPRESENTATIVE WS► 8E pgESENT DUA(NG INSTALLATION (r RML4pA0 SpGMa�9 rA2 IN 6 VIC INITY OF CR059( l.oTc 2 1
61 {
CASING AN FIX EBJECT9 GUST BE BAC KWALLS OF BRIOCES: Q OF ROAO CROSSINGS A OVERHEAD VrAOUCTS IGIVE ROAD NAHEI, OR IL OF CULVERTS.
YI CASING AND CARRIER PIPE YL15T gE PLACED A UINIMAS OF 2 CEET BELOW THE EXISTING FIBER OPTIC CABLE: ANY EXCAVATION REQUIRED WITHIN
5 FEET OF THE EXISTING FIBER OPTIC CABLE LUST BE HAND Ov&
Al 1S WIREL(NE CROSSING WITHIN DEDICATEE) STREET? __,yES ; JG._ NC;
BI IF YES, NAME OF STREET
C) TYPE WIRELINE CROSSING TELEPHONE; TELEYISIO)g FIBER OPTIC;
OTHER;
0) VOLTAGE TO 9E CARRIED UNDER TRACK NO. OF WIRES
El CASING TYPE TO BE INSTALLED 4IL
FI METHOD OF INSTALLING CASING PIPE UNOER TRACK(S):
L� ORY BORE AND JACK (WET BORE NOT PERMITTED);
TUNNEL; OTHER
G) DISTANCE FROM CENTER LINE OF TRACK TO NEAR FACE OF BORIyG_9NO
JACKING PITS WHEN MEASURED AT RIGHT ANGLES TO TRACK S��` S
41 DISTANCE TO NEAREST ROAD CROSSING WITH SIGNAL LIGHTS OR GATES
1 IF LESS THAN ONE MILE) 41 lee S rxtL6x_ Nill Rl. llg.4
Il APPLICANT HAS CONTACTED 1 - 8.00 - 336 -9193,
U. P. CC I CA ION DEPAR TUENT, AND HAS OETERM I NED FIBER
OPTIC CABLE DOES; DOES NOT; EXIST IN VICINTY OF
WORK TO Be PERFORMED. TICXET NC. 91pA CI
E XHIBIT "A"
,ry 0 .100.0 0f9 OK♦ • 00.0p _,. : IN 1.1% 8011
I UNION PACIFIC RAILROAD CO.
.:YiD1.IS10w,
M. P. //7.66 E. S. _l, 3628'
UNDERGROUND WIRELINE CROSSING
L d �v D CO
1 wE+RfSI R? ST.11C., , COUV!n :!nU
FOR lr4
1 NPR I G +I!
RR F ILE NO.1 fX6•94_ DATE 's�l
W 4 R N I N C
IM ALL OCtAS1OW.P CDAApLL ICATIOMS
WAATSAT)IT WSr st COA'ACro Ill WvAm=
Oo ANY raOAI( TO 09TEASINE EXISrCka A14
L OC ATIQb W FISP OPTIC CAOLL
p o' c : I- wgo-m -1173
+' 1 W u
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ISEc NOTE + ! 6)
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WEX.EXB 980112
Porlm Approved, AVP -Law
EXHIBIT B
Section 1. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED.
(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.
(b) The 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) If the Wireline or any part thereof is to be located above the top of the rails of any track or communication and signal
lines, including static wires, overhead clearance provided by the Wireline shall be no less than that shown on Exhibit A. The
Wireline shall be constructed, operated, maintained, repaired, renewed, modified and /or reconstructed by the Licensee in
strict conformity with the Specifications prescribed in the current issue of the National Electrical Safety Code of the American
National Standards Institute. In the event such Specifications conflict 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
Specifications shall apply.
(b) All work performed on property of the Licensor in connection with the construction, maintenance, repair, renewal,
modification or reconstruction of the Wireline shall be done to the satisfaction of the Licensor.
(c) If the Wireline is an existing one not conforming in its construction to the above provisions of this Section 2, the
Licensee shall, within ninety (90) days after the date hereof, reconstruct it so as to conform therewith.
(d) The Wireline shall be constructed, maintained and operated by the Licensee in such manner as not to be or constitute
a hazard to aviation. With respect to the Wireline the Licensee, without expense to the Licensor, will comply with all
requirements of law and of public authority, whether federal, state or local, including but not limited to aviation authorities.
(e) In the operation of the Wireline, the Licensee shall not transmit electric current at a difference of potential in excess of
the voltage indicated on Exhibit A. If the voltage indicated is in excess of seven hundred fifty (750) volts, and the Wireline is, or
is to be, buried at any location on the property of the Licensor outside track ballast sections or roadbed, the Licensee shall
install metallic conduit, or non - metallic conduit encased in a minimum of three (3) inches of concrete with a minimum of four
(4) feet of ground cover the entire length of the Wireline on the property of the Licensor. A Wireline buried by removal of the
soil shall have, at a depth of one (1) foot beneath the surface of the ground directly above the Wireline, a six (6) inch wide
warning tape bearing the warning, "Danger -High Voltage," or equivalent wording. A Wireline encased in conduit, jacked or
bored under the property of the Licensor, must be identified by placing warning signs, to be installed and properly maintained
at the expense of the Licensee, at each edge of the Licensor's property. The Licensee shall not utilize the signs in lieu of the
warning tape where portions of the casing are installed by direct burial.
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
Wireline. All such work shall be prosecuted diligently to completion.
wlx.exb -
Page I of a
Exhibit B
WLX.EXB 980112
Form Approved, AW -Law
Section 4. LICENSEE TO BEAR ENTIRE EXPENSE
The Licensee 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 Wireline, including any and all
expense which may be incurred by the Licensor in connection therewith for supervision or inspection, or otherwise.
Section 5. REINFORCEMENT RELOCATION OR REMOVAL OF WIRELINE.
(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 or encase the
Wireline (if it is an underground facility) to the satisfaction of the Licensor, or move all or any portion of the Wireline 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 Wireline on property of the Licensor
in the location hereinbefore described shall, so far as the Wireline remains on the property, apply to the Wireline as modified,
changed or relocated within the contemplation of this section.
Section 6. INTERFERENCE
In the operation and maintenance of the Wireline the Licensee shall take all suitable precaution to prevent any
interference (by induction, leakage of electricity, or otherwise) with the operation of the signal, communication lines or other
installations or facilities of the Licensor or of its tenants; and if, at any time, the operation or maintenance of the Wireline
results in any electrostatic effects which the Licensor deems undesirable or harmful, or causes interference with the operation
of the signal, communication lines or other installations or facilities, as now existing or which may hereafter be provided by the
Licensor and /or its tenants, the Licensee shall, at the sole expense of the Licensee, immediately take such action as may be
necessary to eliminate such interference.
Section 7. PROTECTION OF FIBER OPTIC CABLE SYSTEMS.
(a) Fiber optic cable systems may be buried on the Licensor'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
Profits. Licensee shall telephone the Licensor at 1- 800 - 336 -9193 (a 24 -hour number) to determine if fiber optic cable is buried
anywhere on the Licensor's 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, all at Licensee's expense, 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's 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 if such costs, liability or expenses are caused solely 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.
Section 8. CLAIMS AND LIENS FOR LABOR AND MATERIAL.
(a) Tire 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 Wireline, and shall 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
mdvexb Pate 2 ot'4
Exhibit B
WLX.EXB 980112
Form Approved. AVP -Law
..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 Wireline, 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 Wireline 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 Wireline, 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, penalties, 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 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 Licensor'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 Licensor'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 Wireline or any part
thereof; or
2. The presence, operation, or use of the Wireline or electric current conducted thereon or escaping
therefrom,
except to the extent that the Loss is caused by the sole and direct negligence of the Licensor.
Section 11. REMOVAL OF WIRELINE UPON TERMINATION OF AGREEMENT.
Prior to the termination of this Agreement howsoever, the Licensee shall, at Licensee's sole expense, remove the
Wireline from the property of the Licensor and restore such property to as good a condition as it was in before the Wireline
was originally constructed, all to the satisfaction of the Licensor. If the Licensee fails to do the foregoing, the Licensor may
perform, the work of removal and restoration at the expense of the Licensee. The Licensor shall not be liable to the Licensee
for any damage sustained by the Licensee as a result of the removal of the Wireline by the Licensor as in this section provided,
nor shall such action prejudice or impair any right of action for damages or otherwise that the Licensor may, at the time of
such removal, have against the Licensee.
wlx.exb
Pa .ge 3 of 4
Exhibit B
WLX.EXB 980112
Form Approved. AVP -Law
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
(a) If the Licensee does not use the right herein granted or the Wireline 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 termina
Agreement by written notice. te this
(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 liability, 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 15. 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.
wlx.exb Page 4 of 4
Exhibit B
PL/WUDRAINAGE INS. 02/16/01
Form Approved, AVP -Law
EXHIBIT B -1
Union Pacific Railroad Company
Insurance Provisions For
Pipeline / Wireline / Drainage License Agreements
Licensee shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance coverage:
A. Commercial General Liability insurance. This insurance shall contain broad form contractual liability with a single limit of at least
$2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. Coverage must be purchased on a post 1998 ISO
or equivalent form, including but not limited to coverage for the following:
• Bodily injury including death and personal injury
• Property damage
• Fire legal liability (Not less than the replacement value of the portion of the premises occupied)
• Products and completed operations
The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance:
• "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union
Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed
under any Workers Compensation, disability benefits, or unemployment compensation law or similar law."
• The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not
limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground
hazard shall be removed.
• Coverage for Licensee's (and Licensor's) employees shall not be excluded
Waiver of subrogation
B. Business Automobile Coverage insurance. This insurance shall contain a combined single limit of at least $2,000,000 per
occurrence or claim, including but not limited to coverage for the following:
• Bodily injury and property damage
• Any and all motor vehicles including owned, hired and non -owned
The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance:
• "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union
Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed
under any Workers Compensation, disability benefits, or unemployment compensation law or similar law."
• 1 The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not
limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground
hazard shall be removed.
Motor Carrier Act Endorsement- Hazardous materials clean up (MCS -90) if required by law.
C. Workers Compensation and Employers Liability insurance including but not limited to:
• Licensee's statutory liability under the workers' compensation laws of the state(s) affected by this Agreement
• Employers' Liability (Part B) with limits of at least
$500,000 each accident, $500,000 disease policy limit
$500,000 each employee
If Workers Compensation 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 along with evidence of excess workers compensation coverage. Coverage shall include liability arising out of the U. S.
Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable.
The policy shall also contain the following endorsement which shall be indicated on the certificate of insurance:
• Alternate Employer Endorsement
D. Umbrella or Excess Policies In the event Licensee utilizes Umbrella or excess policies, these policies shall "follow form" and
afford no less coverage than the primary policy.
Page 1 of 2
PL/WL/DRAINAGE INS. 02/16/01
Form Approved, AVP -Law
Other Requirements
E. Punitive damage exclusion must be deleted, which deletion shall be indicated on the certificate of insurance.
F. Licensee agrees to waive its right of recovery, and its insurers, through policy endorsement, agree to waive their right of
subrogation against Licensor. Licensee further waives its right of recovery, and its insurers also waive their right of subrogation against
Licensor for loss of its owned or leased property or property under its care, custody and control. Licensee's insurance shall be primary
with respect to any insurance carried by Licensor. All waivers of subrogation shall be indicated on the certificate of insurance.
G. All policy(ies) required above (excluding Workers Compensation) shall provide severability of interests and shall name Licensor as
an additional insured. Severability of interest and naming Licensor as additional insured shall be indicated on the certificate of
insurance.
H. Prior to commencing the Work, Licensee shall furnish to Licensor original certificate(s) of insurance evidencing the required
coverage, endorsements, and amendments. The certificate(s) shall contain a provision that obligates the insurance company(ies)
issuing such policy(ies) to notify Licensor in writing of any cancellation or material alteration. Upon request from Licensor, a certified
duplicate original of any required policy shall be furnished.
I. Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Insurance
Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided.
J. 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 and acknowledges that Licensee's
insurance coverage will be primary.
K. The fact that insurance is obtained by Licensee or Licensor on behalf of 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 by the amount of the required insurance coverage.
Page 2 of 2