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HomeMy WebLinkAbout2002-118ORDINANCE NO. ,DOS — // AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A WIRELINE CROSSING AGREEMENT WITH UNION PACIFIC RAILROAD COMPANY FOR A WIRELINE CROSSING LOCATED AT MILE POST 721.180, 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 HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute a Wireline Crossing Agreement with Union Pacific Railroad Company for an electric wireline located at mile post 721.180, Choctaw Subdivision, City of Denton, Denton County, Texas substantially in the form of the Agreement 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 ��0 Lday of , 2002. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, I'4VC Gl'LGYJG Ae-jv rrt , .+--- .. ----- WLX.DOC 940204 Form Approved, AVP-taw WIRELINE CROSSING AGREEMENT Folder No.2074-97 Mile Post 721.180, Choctaw Subdivision/Branch Location: Denton, Denton County, Te//xas�� / THIS AGREEMENT is made and entered into as of the /0/t day of / l 2002, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corpora ton (hereinafter the "Licensor), and CITY OF DENTON, a Texas municipal corporation, whose address is City Hall East, 601 East Hickory Street, Denton, Texas 76205 (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 FIVE HUNDRED DOLLARS (S1,500.00). 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 thereafter. during the term herco_`, to maintain and operate an overhead 13.2 kv wireline crossing (hereinafter the "Wireline') in the location shown and in conformity with the dimensions and specifications indicated on the attached print 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. 1 MW 11' eeroe iG o z7 rrt .n " - -- - — . - - - - - • -- -- 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 Railroad's for 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 V. INSURANCE A. The Licensee, at its expense, shall provide the the Licensor a Certificate of Insurance, identifying Folder No. 2074-97, 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' located on Railroad right-of-way at Mile Post 721.180 on the Choctaw Subdivision, at or near Denton, Denton County, Texas. B. If the Licensee named in this Agreement is a public entity subject to any applicable statutory tort laws, the limits of insurance described above 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. 2074-97, Union Pacific Railroad Company, Real Estate Department, 1800 Farnam Street, Omaha, NE 68102. Article VI. AMENDMENT OF EXHIBIT B Sections 7(b) and 10 of Exhibit `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 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. r rv� ci c.+-- T- ... .. .... ... .- .__ .... _ . _ _ Section 10 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 Licensoe'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). 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: I . 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 contents escaping therefrom, except to the extent that the Loss is caused by the sole and direct negligence of the Licensor. ARTICLE VII. 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate as of the date first herein written. UNION PACIFIC RAILRO�AD� COMPANY Contracts Representative PLACE ARROW INDICATING NORTH IREGTION RELATIVE TO CROSSING 0 g REV. io--23 00 www.uprr.com OVERHEAD WIRELIKE CROSSING NO SCALE - FT. _ ISEE MOTET \ \1 �Q MAIN TUCK OVER 750 VOLTS NOTE: ALL AVAILABLE DIMENSIONS MUST BE FILLED IN TO EXPEDITE THIS APPLICATION. I SEE wri is 6) TO MA'=AM `IDESCRISE FIX CWECT)D CWECT) I�Tf y.`ti M,IViY SEE NOTE B) ISO NOTE SI FT. ,`tL`TS (DISTANCE ALdq TRACK —FROM SECTION LINE CRDSSINO) YI (NOTE( THIS DL101SION REQUIRED IN ALL CASES. AT LOCATIONS NOT USING SECTIONS, DISTANCE TO A LEGAL SURVEY LINE IS REDUIKED) —FT. 9MR1 PLACDIENT OF GIP ANCHORS I am NOTE NOTE S) 1 F FT. (MINA') FT. (SEE —FT. S) FT. 'r I SEF I" E 2 B 7) 2 �� TOPOFUIL SIKFIME .s ,r RR SIGNAL S • CGM LINE lIMDRI t o ® n _ .FT. _FT. _ FT.� L _FT. (MIN.50') FT. (MIK50'1 NOTES : ,SEE NOTES 4,5 A A (5EE NOTES A,S B 6) ALL HORIZONTAL DISTANCES TO BE MEASURED AT RIGHT ANGLES FROM ( OF TRACK, EXCEPT AS NOTED. FOR MINIMUM ABOVE TOP -OF -RAIL CLEARANCE, REFER TO WIRELINE CLEARANCE CHART. MINIMUM 4' CLEARANCE REOUIRED ABOVE SICNAL AND COM\WNICATION LINES, REFER TO WIRELINE CLEARANCE CHART. POLES IINCLUDING STEEL STRUCTURES) W5T BE LOCATED MIN. 50' (200' FOR LINES CARRING 100 KV OR MORE) OUT FROM IL OF OUR MAI14 BRANCH. AND RUNNING TRACKS CTC SIDINGS. AND HEAVY TONNAGE SPURS. OUR SIGNAL AND COMMUNICATION LINES EQUAL TO THE HEIGHT LINES. LEARANCE FROM 4. OF TRACK WHEN MEASURED AT MUST BE INCREASED AT A RATE OF 1-1/2' PER DEGREE 15 WIRELINE ORD55ING WITHIN (IEOICATED STREREF T `� YES; NO{ IF YE5, NAME OF 5TR PnN NIG 015TRIBUTION LINE OR TRANSMISSION LINE — IS IS THERE A SIGNAL OR COMMUNICATION NEAR THE T(OCRSR_ MAXIMUM GROUND CURRENT AT FEED: AMPS. AT LOA00 _SL%W `vlsl(�I WHAT TYPE OF FACILITY WILL LINE BE SERVIN67 I T)Ai_ Z IF A NEW POWER SUBSTATION IS TO BE BUILT WITHIN 1/2 MILE OF RR. WHAT IS MAD OPERATING CURRENT TO GROUND/ —AMPS( RESISTANCE TO GRDIWIDY ONBi; FAULT CURRENT TO GROUND?_ AIDS. CIRCUITS TO BE CARRIED ON PROPOSED WIRELINE NIL I RC�1U1T5 VOLT NO. OF VOLTAGE _.. _ ID OR EXHIBIT "A" (ra AAuoM m MALT - G m wiR G Txlf m UNION PACIFIC RAILROAD CO. GW/WN ' OQtVN WOK u6"la"m M. P.72I' W E. S_ OVERHEAD WIRELINE CROSSIN GROUND WIRE : SIZE MATERIAL— : 50LIDBIISBmNfA CROSSING SPAN LENGTH FT.: NORMAL CONDUCTDR SAG Z'T IK AT " rGnANm Nmrm (Anu ADJOINING 5PANS: LOOM FT.; NXMAL CONDUCTOR SAGS/r1K AT LIL F. FOR GI-tY O 'D�hiTON LENGTH— Ft.; NORMAL CONDUCTOR SAG —IN. AT_•F. POLES: TIMBER_ LENGTH —FT. DEPTH OF SETTING— FT. IAl•urANR HEIGHT ABOVE GROUND _FT. RR FILE NO- DAT �� CLASS OR BUTT AND TOP DIMENSIONS IIF STEEL TOWERS ARE EMPLOYED. FURNISH DETAIL DRAWINGS) W A R N I N G HEAD aim NUMBER ON EACH POLE_ SIZE OR STRENGTH —I LEAD SIDE GUYS. NURW EACH NAY : SIZE 49,kTRENGTH- LEADS IN AL OCCASICIS, IL P. CGMNIGAIIOM DEPARNBNT MINT 9E CRD55AFW OR DOUBLE MATERIAL r� ' 5IZEJSI�By. CONTAGTm IN ADVANCE W ANY WORK TO DETERMINE EXISTENCE AND INSULATORS: e GR MANUFACTURER' S AND CATALOGUE Nil. LOCATION OF FIBER O•TIC CAKE. PHONE T I- 100­536-91W CONDUCTOR ATTAC G CLAMPS 'Twh IF POWER LINE PARALLELS TRACK WITHIN 1/2 WILE. INCLUDE DIAGRAM SHOWING SPACING AND CONFIGURATION OF WIRES INCLUDING SHIELD WIRES APPLICANT HAS CONTACTED 1-000-33Tr9193, U.P. COISAMICATION DEPARTMENT, AND HAS DETERMINED FIBER OPTIC CABLE MM. RRC4 wN . CV/tT TM VTd NlTY RC MINlN TR RC CCDCIIGICR. T1f.KCT M MAR 21 2002 12 a 40 t•H UHNX-t_Uiv i -Ktro-ta t H i c 4U4 DO r JOGJ , ,a i � +w�.n., • . w• .... WLX.EXB 980112 .. Form Approved. .AVP-Law• ` FXHIDTT B Section 1. !IMITATION 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 maintam 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 pans 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 prmzded 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 ir. connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wireline shall be done to the satisfaction of the Licensor. (c) Il 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 o! 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 warring 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 07 COMIv1ENC1 MENT 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 min/ allow) in advance of the commencement of any work upon property o: the Licensor in connection with the construction. maintenance. repair renewal, modification. reconstruction, relocation or removal o! the Wireline. All such work shall be prosecuted diligently to completion. wix.exb page I of 4 Exhibit B MAR 21 2002 12r40 FIR LFRR-tUN1-KtHLt51H1e yWe 7=ir .pow wLX.EXB 980112 Fliz Approved. A W-La v Section 4- LICENSEE TO 13EAR ENTME QPENSE. The Lcensee 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. REINF'ORCEMEN'1' RELOCATION OR REMOVAL OF WIRELN�E (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 Li the location hereinbefore described shall, so for as the Wireline remains on the property, apply to the Wireline as modified, changed or relocated within the contemplation of this section. Section 6. DFIERFERENCE. In the operation and maintenance of the Wireline the licensee shall take al 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 Wire:ne results in any electrostatic effects w)ch 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 ma/ 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 FMFA OPTIC CABLE EISTEMS. (a) Fiber optic cable systems may be buried or. 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 ccmpany(ies) involved, arrange for a cable locator, make arrangements for relocation or ot.oer 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 indemn Fy 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)q.eement,_nv_ennniy mid held the harmless from and against all costs, liability and expense whatsoever (including, without limitanon, atto s, court costs and expenses) caused by the negligence of the Licensee. its contractor, agents and/or a resulting in (1) any damage to or destruction of any telecommunications system on Licenser's pro a or (2) any injury to or death of any person employed by or on behalf of any telecommunications corn or its contractor, agents and/or employees, on Licensor's property. except if such costs. liability or ego _ e caused solely by the direct active negligence of the Licensor. Lcensee further agrees that it shall or r seek recourse against Licensor for any claim or cause of action for alleged loss of profits or rev oe yr ass of service or other consequential datnage to a telecommun cci any using Licensor's �Cep8l�9rv`c',iiic.-rnerePil9arv��crnct-Zorn_-nw ly. /�j� Section 8. CLAIM$ AND LIENS FOR LABOR AND MATEWAI_. (a) The Licensee shall fully pay for all materials joined or affixed to and labor performed ❑po// perry cf the Licensor in connection with the construction, maintenance. repair, renewal, modification or reconstructicn of the Wueline, and shall not permit or suffer any mechanic's or materialmon's lien of any kind or nature to be enforced aeainst 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 wlx,exb Page 2 of 4 Exhibit B MAR 21 2002 12:41 FR LIPRR-CONT-REALESTATE 402 y7r SUO,5 tU JLJYW +JJ -- WLX.EXB 990112 inn Appivvtxt AVP-Law hold horn less 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 properly. 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 Wireine, then in that event the licensee shall, as soon as possible and Of 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 prooerty 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 attorney° tees_. 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 art of or arises from the taking down of any fence or the mooing or disturbance of any other properr ty of the Licensor. Section 10. INDEMNITY. location of the Licensee's installation and their officers. agents, and employees: 'Lass' includes loss, damn c aims. demands, actions, causes of action, penalties. costs, and expenses of whatsoever nature, inrud ng court c and attorneys' tees, which may result Irom: (a) inlury to or death of persons whomsoever (including the llcens o ficers. agents, and employees, the licensee's officers, agents, and employees, as well as any other person): r (b) damage to or loss or destruction of property whatsoever (Including Licensee's property, damage to the r tied, tracks, equipment, or Other property of the licensor. or prcperty in its care or custody). (b) As a major inducement and in consideration of the llcenSo r6d permission here:- granted, the licensee agrees to wide mfy and hold hanmless the licensor from any Loss ""hidue to or anises from: 1. The prosecution of ork contemplated by this Agreement including the instalkriicn, construction, maintenance, repair, r aI, modificatlon. 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 Section 11. REMOVAL OF WIREIJNE UPON TUM IAMN OF AGREM NT. 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 ong gully 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 hcble to the licensee for ony damage sustained by the Licensee ass a result of the removal of the Wirehne by the Licenscr as in this section provided. nor shall such action prejudice or impair any right of actlon for damages or otherwise that the Licensor may. at the time of such removal, have against the Licensee. wir ext, Page 3 or4 Exhibit B MAR 21 2002 12 r 41 FR LIPRR-CONT-REFLES 1 H t t 40d y7 r oon t u w1X.EB "0112 ,{arm Approved. Avp-Law Section 12. WAN 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 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 giver- (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 ansen 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, vnthout the written consent of the Licensor. and it is agreed that any transfer or assignment or attempted transfer or assignment of this A,-eement 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 MID 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.ezh page 4 ot'4 Exhibit B *w TOTAL PAGE.08 **