HomeMy WebLinkAbout2004-053ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
EXECUTE A PIPELINE CROSSING AGREEMENT WITH UNION PACIFIC
RAILROAD COMPANY FOR A PIPELINE LOCATED AT MILE POST 521.11,
CHOCTAW SUBDIVISION, CITY OF DENTON, DENTON COUNTY, TEXAS;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING
AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS HERBY ORDAINS:
SECTION 1. The City Manager or his designee is hereby authorized to execute a
Pipeline Crossing Agreement with Union Pacific Railroad Company for a sanitary sewer
pipeline located at mile post 521.11, Choctaw Subdivision, City of Denton, Denton
County, Texas which is attached hereto and incorporated by reference herein (the
"Agreement').
SECTION 2. The expenditure of funds as provided in the Agreement is hereby
authorized.
SECTION 3. This ordinance shall become effective immediately upon its passage
and approval.]
PASSED AND APPROVED this the 42d day of ///�, 2004
EULINE BROCK, MAYOR
ATTEST:
JEER WAL TER" C\)ITY SECRETARY
JEER
k XDA
v
APPROVED A L AL FORM:
HERBERT OU CITY ATTORNEY
BY:
'
i
2-04;12:54PM;UNION PACIFIC
;4029973293 a 4/ 10
AUDIT 232376
PIPELINE CROSSING
AGREEMENT
Mile Post: 521.11, Choctaw Subdivision
Location: DENTON, Denton County, Texas
Folder No. 2226-17
TI3IS AGREEMENT is made and entered into as of January 15, 2004 , by and between UNION
PACIFIC RAILROAD COMPANY, a Delaware corporation, (hereinafter the "Licensor") and DENTON, CITY
OF, a Texas municipal corporation, to be addressed at City Hall East, 601 East Hickory, Suite B, Denton,TX
76205 (hereinafter the "Licensee").
IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES IE, RE TO AS
FOLLOWS:
Section 1. LICENSE FEE
Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time License Fee of TWO
THOUSAND DOLLARS ($2,000.00).
Section 2. 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
8" wastewater pipeline crossing (hereinafter the "Pipeline")
in the location shown and in conformity with the dimensions and specifications indicated on the attached print
dated 1/13/04, marked 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 possible, or whether such use may come into existence during the life of this Agreement.
Section 3. 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 A, hereto attached.
Section 4. 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 Licensor's form Contractor's Right of Entry Agreement. Licensee acknowledges receipt of a copy of
the Contractor's Right of Entry Agreement 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.
S,
Section 5. INSURANCE
A. The Licensee, at its expense, shall provide the Licensor a Certificate of Insurance, identifying
Folder No.2226-17, 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 `Pipeline' located on Railroad right-of-way at
Mile Post 521.11 on the CHOCTAW Subdivision, at or near Denton, Denton County, Texas.
B. Licensor agrees that all of its Licensee's insurance requirements maybe satisfied by self—insurance.
C. All insurance correspondence shall be directed to:
Folder No. 2226-17
Union Pacific Railroad Company
Real Estate Department
1800 Farnam Street
Omaha, NE 68102
Section 6. 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.
Section 7. AMENDMENT OF EXHIBIT B
Sections 7(b) and 10 of FSxhibit B, hereto attached are hereby amended to read as follows:
Section 7(b) in addition to other indemnity provisions in this agreement, the Licensee shall
indemnify and hold harmless the Licensor from and against all costs, liability and expense whatsoever
(including, without limitation, attorney's fees, court costs and expenses) arising out of any act or omission
of the Licensee, agents and/or employees, that causes or contributes to (1) any damage to
or destruction of any telecommunications system on Licensor's property, and (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. Licensee shall not have or seek recourse against Licensor for
any claim or cause of action by alleged loss of profits of 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. INDEMNITY
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 attorney's 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 (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).
2•- 2-04;12:54PM:UNION PACIFIC ;4029973293 Y 5/ 10
As a major inducement and in consideration of the license and permission herein granted, the
Licensee agrees, to the extent permitted by law, to indemnify and hold harmless the Licensor from any Loss
which is due to or arises from:
1. The prosecution of any work contemplated by this Agreement including the installation,
construction, maintenance, repair, renewal, modification, reconstruction, relocation, or removal of the
Pipeline or any part thereof, or
2. The presence, operation or use of the Pipeline or contents escaping therefrom, except to the
extent that the Loss is caused by the sole and direct negligence of the Licensor
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date
first herein written.
UNrION PACIFIC RAILROAD COMPANY
By: 0 � k' '—"') ) —
anager - Contracts
DENTON, CITY OF
Byi -
Title: LIfy rr1a-a r
APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF DE ESA
C1 �/
EXHIBIT "A"
PLACE ARROW INDICATING NORTH FORM DR-0404-B
2
DIRECTION RELATIVE TO CROSSING o.° REV. 5-I5-98
TOs�e ENCASED NON-FLAMMABLE
W
PIPEILINE CROSSING
fr`M NOTE: ALL AVAILABLE DIMENSIONS MUST BE
2`"er NO SCALE FILLED IN TO PROCESS THIS APPLICATION.
PR'S R/W
Je �\
F; 729 FT. M1 IT
350 Fi. FT.
Oe
I NOT[ 3 R 5) NOTE l 9 5 D FT,
= W BD0-
ITO Denton � (ex6LE OF CROSSING) TO
I NEAREST A. A. TOWN) ti — WIN TRACK _ (NEAREST A R TOWN
I—•
TTITr 5
a `US 3771F1. Warih Dr) C/L f
Q (DESCRIBE FIXED OBJECT (OES[fl T BE FIXED DBJECt)
VW.P 2`'N (SEE NOTE 6) (SEE NOTE 5)
y 4 4 4 IDISTANCE ALONG TRACK FROM SECTION LINE CRO551NG1 50, FT.
_F T.
j. (HOYE: 1x15 DIMENSION RECRUITED IN ALL CASES.
AT LOCATIONS NOT USING SECTIONS' OI STANCE
TO A LEGAL SURVEY LINE 15 RED U P_EDI
RR'S AIR
N� 50 F7. N{'e Q FT. •'I• 5-0—FT.
GROUND a STEEL CASING WALL
MIN 01 sT I SURFACE 'I THICKNESS CHART
--------------
see xOre it MINIMUM DIAMETER OF
�I SWEET E I THICKNESS CASING PIPE
0A D .2500 I/4' 12" DR LESS
I ,325" 5n6' OVER 12"-IB"
5.4 FT. .3"0.. 3/B" OVER IB'-22"
(4.5 FL AUN. I .4375" 7/16• OVER 22'-20"
4.4 Fi. (BD rt. Me%. 3.3 FT. .5000" I/2" OVER 28'-34'
I SEAL uslxc .5625" 9/16" OVER 34"-42"
5f AL CA51x6 O CASING PWEI (5— 11.1e A) (1 FT. MIDI I .6250" 51V OVER 4T'-4 B"
1 . OVER I.!!? DE
A!"PRO\'[. I
DT t. ❑. Co.
i � unnl [n r1r[
® /� \ NOTE: THIS CHART 15 ONLY
FOR SMOOTH STEEL CASING
B I PIPES WITH MINIMUM YIELD
STRENGTH OF 35,000 PSI.
x D ,S FT.
s rr. 50 FT. +I 50 FT. FORMULA TO FIGURE CASING
LENGTH WITH ANGLE OF
100 FT. CROSSING OTHER THAN 90°
100 FT. B
NOTES (CASING LENGTH WHEN MEASURED ALONG PIPELINE.)
II ALL NOPI0 ERAL DISTANCES t0 BE F TRACK At RIGHT ANGLES PEON E OF TRACK. 2A SIN �
21 451NL t0 FLIEIIT BEYOND RTHEAILROAD
L Of TRACK AT RIGHT ANGLES THE GREATER Of YD . LENGTH
Fi., SR SO FT_ Q B
AND BEYOND UNIT OF THE
f MT -OF -WAY IF RIDGE, T 10 PROVIDE PROAll OR LENLTN OUTSIDE OF (RACK. `LT,`' MIN. DIST.
31 MINI OF 50' FROM ENE ENO EF MY RAILROAD BRIDGE, INSTALLATION OF ANY CULVERT, OR FROM ANY SWITCHING AREA. (NOTE >)
XI SILNAL LEPFIXED iOBJEC MUST BE P: BAC ALLSCUTTINGO BRIDGEIF ROAD
ROADCROSSINGS
SIGNALS VEE IN THE DUVICINITY OF CROSSING, TRACK
51 ALLOWABLE FIXED OBJECTS INCLUDE: LACKWALLS OF BRIDGES; R. OF ROAD CROSSINGS 6 OVERHEAD VIADUCTS [LIVE ROAD CA NYAEI, OR CULVERTS.
61 CASING AND CARRIER PIPE MUST BE PLACED A MINIMUM OF 2 FEET BELOW THE EXISTING FIBER OPTIC CABLE. ANY EXCAVATION PEORI PEO WITHIN
Al
15 PIPELINE CROSSING WITHIN DEDICATED STREET ?_YES; X_NO;
EXHIBIT "A"
BI
IF YES, NAME OF STREET
I F04 AAURPMD USE DNVI
DI
DISTRIBUTION LINE OR TRANSMISSION LINE
C)
CARRIER PIPE :
TO BE CONVEYED Wastewater
UNION PACIFIC RAILROAD CO.
COMMODITY
U
I
CNO1N/
OPERATING PRESSURE PSI
WALL THICKNESS 0.25 ;DIAMETER.$_IDOI]_; MATERIAL PVC
,.
L..LL4
INNIY1U.N,
E1
CASING PIPE :
THICKNESS O.3125
M. P ]l�•I� E. S. li144+q3t
WALL ;DIAMETER16-inch ;MA7ERIALSfeel
NOTE :CASING MUST HAVE 2" CLEARANCE BETWEEN GREATEST
/j
ENCASED CROSSING AT
OUTSIDE DIAMETER OF CARRIER PIPE AND INTERIOR DIAMETER OF
Qeel —F _..r-
401
CASING PIPE. WHEN FURNISHING DIMENSIONS, GIVE OUTSIDE OF
. a,_]' 4
CARRIER PIPE AND INSIDE OF CASING PIPE.
F1
METHOD OF INSTALLING CASING PIPE UNDER TRACK(
01;4u tl.'
DRY BORE AND JACK (WET BORE NOT PERMITTED) ;
ucwxl
_5
_TUNNEL ; OTHER
RR FILE N0.-1%DATEI-I1'1009
GI
WILL CONSTRUCTION BE BY AN OUTSIDE CONTRACTOR' X S; NOe
w A R N I N G
H) DISTANCE FROM CENTER LINE OF TRACK TO NEAR FACE OF B%lftGetNO
JACKING PITS WHEN MEASURED AT RIGHT ANGLES TO TRACK
II
APPLICANT HAS CONTACTED I-800-336-9193 I (30' MI N.
IN ALL OCCASIONS, U. P. COMMUNICATIONS
DEPARTMENT MIST BE CONTACTED IN ADVANCE
U. P. COMMUNICATION DEPARTMENT, AND HAS DETERMINED FIBER
OF ANY WORK TO DETERMINE EXISTENCE AND
OPTIC CABLE ;-(_DOES NOT EXIST IN VICINITY OF
T20031202021
LOCATION Of FIBER OPTIC CABLE.
—DOES
WORK TO BE PERFORMED . TICKET NO.
Afl 1E: 1-800-336-9I93
& 980112
Form Approved, AW-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) The Pipeline shall be constructed, operated, maintained, repaired, renewed, modified and/or reconstructed by the
Licensee in strict conformity with Union Pacific Railroad Co. Common Standard Specification 1029 adopted November 1949, and
all amendments thereof and supplements thereto, which by this reference is hereby made a part hereof, except as may be modified
and approved by the Licensor's Vice President -Engineering Services. In the event such Specification conflicts in any respect with
the requirements of any federal, state or municipal law or regulation, such requirements shall govern on all points of conflict, but
in all other respects the Specification shall apply.
(b) All work performed on property of. the Licensor to connection with the construction, maintenance, repair, renewal,
modification or reconstruction of the Pipeline shall be done to the satisfaction of the Licensor.
(c) Prior to the commencement of any work in connection with the construction, maintenance, repair, renewal, mortification,
relocation, recoiutruc lion or removal of Lha Pipeline where it passes underneath the roadbed and track or 0 cickc. of Ihe. Lic_nso!,
the Licensee shall submit to the Licensor plans setting out the method and manner of handling the work, including the shoring and
cribbing, if any, required to protect the Licensor's operations, and shall not proceed with the work until such plans have been
approved by the Vice President -Engineering Services of the Licensor and then the work shall be done to the satisfaction of the Vice
President -Engineering Services or his authorized representative. The Licensor shall have the right, if it so elects, to provide such
support as it may deem necessary for the safely of its track or tracks during the time of construction, maintenance, repair, renewal,
modification, relocation, reconstruction or removal of the Pipeline, and, in the event the Licensor provides such support, the
Licensee shall pay to the Licensor, within fifteen (15) days after bills shall have been rendered therefor, all expense incurred by the
Licensor in connection therewith, which expense shall include all assignable costs.
(d) The Licensee shall keep and maintain the soil over the Pipeline thoroughly compacted and the grade even with the
adjacent surface of the ground.
Section 3. NOTICE OF COMMENCEMENT OF WORK.
If an emergency should arise requiring immediate attention, the Licensee shall provide as much notice as practicable
to Licensor before commencing any work. In all other situations, the Licensee shall notify the Licensor at least ten (10) days (or
such other time as the Licensor may allow) in advance of the commencement of any work upon property of the Licensor in
connection with the construction, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Pipeline.
All such work shall be prosecuted diligently to completion.
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 Pipeline, including any and all
expense which may be incurred by the Licensor in connection therewith for supervision, inspection, flagging, or otherwise.
ptx.exb Page I or4 Exhibit D
PL X 980112
Fomi Approved, AVP-Law
(a) The license herein granted is subject to the needs and requirements of the Licensor in the operation of its railroad and
in the Improvement and use of its property, and the Licensee shall, at the sole expense of the Licensee, reinforce the Pipeline, or
move all or any portion of the Pipeline to such new location as the Licensor may designate, whenever, in the furtherance of its
needs and requirements, the Licensor shall find such action necessary or desirable.
(b) All the terms, conditions and stipulations herein expressed with reference to the Pipeline on property of the Licensor in
the location hereinbefore described shall, so far as the Pipeline remains on the property, apply to the Pipeline as modified,
changed or relocated within the contemplation of this section.
Section 6.
The Pipeline and all parts thereof within and outside of the limits of the property of the Licensor shall be constructed and,
at all times, maintained, repaired renewed and operated in such manner as to cause no interference whatsoever with the constant,
continuous and uninterrupted use of the tracks, property and facilities of the Licensor, and nothing shall be done or suffered to be
done by the Licensee at any time that would in any manner impair the safety thereof.
Section 7. PROTECTION OF FIBER OPTIC CABLE SYSTEMS.
(a) Fiber optic cable systems may be buried on the Licensors 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 1-600-336-9193 (a 24-hour number) to determine if fiber optic cable is buried
anywhere on the Licensoes 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 Jay by
Licensee's failure to comply with the provisions of this paragraph.
from and against all costs, liability and expense whatsoever (including, without limitation attorneys' fees, cour
jx penses)
caused by the negligence of the Licensee, its contractor, agents and/or employees, resul y amage to or destruction
of any telecommunications system on Licensees property, and/or (2) any to u _ of any person employed by or on behalf
of any telecommunications company, and/or its contractor. or employees, on Licensors property, except if such costs,
liability or expenses are caused solely by th we negligence of the Licensor. Licensee further agrees that it shall not have
or seek recourse against any claim or cause of action for alleged loss of profits or revenue or loss of service or other
conseque a to a telecommunication company using Licensor's property or a customer or user of serviceTLInt
SEEAR1rICLE_f Section 8. CLAIMS AND IJENS FOR TABOR(a) The Licensee shall fully pay for all materials joined or affixed to and labor performed upon property of too
connection with the construction maintenance, repair, renewal, modification or reconstruction of the Pipelii e. and shall not permit
or suffer any mechanic's or materialman's lien of any kind or nature to be enforced against the properly for any work done or
materials furnished thereon at the Instance or request or on behalf of the licensee. The Licensee shall Indemnify and hold
harmless the Licensor against and from any and all liens, claims, demands, costs and expenses of whatsoever nature in any way
connected with or growing out of such work done, labor performed or materials furnished.
(b) The Licensee shall promptly pay or discharge all taxes, charges and assessments levied upon in respect to, or an account
of the Pipeline, to prevent the same from becoming a charge or lien upon property of the Licensor, and so that the taxes, charges
and assessments levied upon or in respect to such property shall not be increased because of the location construction or
maintenance of the Pipeline or any Improvement, appliance or fixture connected therewith placed upon such property, or on
account of the Licensee's interest therein. Where such tax, charge or assessment may not be separately made or assessed to the
Licensee but shall be included in the assessment of the property of the Licensor, then the Licensee ahall 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
pix.exb Page 2 or4 Exhibit B
PL X 980112
Form Approved. AVP-Len
with the entire value of such properly.
Section 9. RESTORATION OF LLCENSOR'S PROPERTY.
in the event the Licensor authorizes the Licensee to take down any fence of the Licensor or in any manner move or disturb
any of the other property of the Licensor in connection with the construction, maintenance, repair, renewal, modification,
reconstruction, relocation or removal of the Pipeline, then in that -event the Licensee shall, as soon as possible and at Licensee's
sole expense, restore such fence and other property to the same condition as the same were in before such fence was taken down
or such other property was moved or disturbed, and the Licensee shall indemnify and hold harmless the Licensor, its officers,
agents and employees, against and from any and all liability, loss, damages, claims, demands, costs and expenses of whatsoever
nature, Including court costs and attomeys' 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 properly of the Licensor.
Section 10. SEE ARTI^V .eC -
of the Licensee's Installation and their officers, agents, and employees; 'Loss"includes loss, damage, claims, demo lions,
causes of action, penalties, costs, and expenses of whatsoever nature, including court costs and attorneys' fee c may result
from: (a) injury to or death of persons whomsoever (including the Licensors'officers. agents, and a gees, the Licensee's
officers, agents, and employees, as well as any other person); and/or (b) damage to or loss oral ction of property whatsoever
(including Licensee's property, damage to the roadbed tracks, equipment, or other prop the Licensor, or property in its care
or custody).
(b) As a major inducement and In consideration of the lic and permission herein granted, the licensee agrees to
indemnify and hold harmless the Licensor from any Loss is due to or arises from:
1. The prosecution of an contemplated by this Agreement including the installation, construction,
maintenance, re enewal, modification, reconstruction, relocation, or removal of the Pipeline or any part
thereof; or
2. a presence, operation, or use of the Pipeline or contents escaping therefrom,
Section 11. REMOVAL OF PIPE LINE UPON TERMINATION OF AGREEMENT.
Prior to the termination of this Agreement howsoever, the Licensee shalL at Licensee's sole expense, remove the .
Pipeline from those portions of the property not occupied by the roadbed and track or tracks of the Licensor and shall restore, to
the satisfaction of the Licensor, such portions of such property to as good a condition as they were in at the time of the construction
of the Pipeline. If the Licensee lots to do the foregoing, the Licensor may do such work of removal and restoration at the cost and
expense of the licensee. The Licensor may, at its option, upon such termination, at the entire cost and expense of the Licensee,
remove the portions of the Pipeline located underneath Its roadbed and track or tracks and restore such roadbed to as good a
condition as it was in at the time of the construction of the Pipeline, or It may permit the Licensee to do such work of removal and
restoration to the satisfaction of the Licensor. In the event of the removal by the Licensor of the property of the licensee and of the
restoration of the roadbed and properly as herein provided, the licensor shall in no manner be liable to the Licensee for any
damage sustained by the Licensee for or on account thereof, and such removal and restoration shall in no manner prejudice or
Impair any right of action for damages, or otherwise, that the Licensor may have against the licensee.
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.
pix,exb Page 3 of Exhibit B
P� 930112
Form Approved, AVP-Law
Section 13. TERMINATION.
(a) If the Licensee does not use the right herein granted or the Pipeline for one (1) year, or if the Licensee continues in default
in the performance of any covenant or agreement herein contained for a period of thirty (30) days after written notice from the
Licensor to the Licensee specifying such default, the Licensor may, at its option, forthwith immediately terminate this Agreement
by written notice.
(b) In addition to the provisions of subparagraph (a) above, this Agreement may be terminated by written notice given by either
party hereto to the other on any date in such notice stated, not less, however, than thirty (30) days subsequent to the date upon
which such notice shall be given.
(c) Notice of default and notice of termination may be served personally upon the Licensee or by mailing to the last known
address of the Licensee. Termination of this Agreement for any reason shall not affect any of the rights or obligations of the parties
hereto which may have accrued, or liabilities, accrued or otherwise, which may have arisen prior thereto.
Section 14. AGREEMENT NOT TO BE ASSIGNED.
The Licensee shall not assign this Agreement, in whole or in part, or any rights herein granted, without the written consent
of the Licensor, and it is agreed that any transfer or assignment or attempted transfer or assignment of this Agreement or any of
the rights herein granted, whether voluntary, by operation of law, or otherwise, without such consent in writing, shall be absolutely
void and, at the option of the Licensor, shall terminate this Agreement.
Section 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.
plx.exb Page 4 of 4 Exhibit B