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HomeMy WebLinkAbout2001-252ORDINANCE NO D AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXE- CUTE A PIPELINE CROSSING AGREEMENT WITH UNION PACIFIC RAILROAD COM- PANY FOR A SANITARY SEWER PIPELINE LOCATED AT MILE POST 726 36, CHOC- TAW SUBDIVISION, TOWN OF ARGYLE, 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 Pipeline Crossing Agreement with Union Pacific Railroad Company for a sanitary sewer pipeline located at mile post 726 36, Choctaw Subdivision, Town of Argyle, Denton County, Texas substantially in the form of the Agreement attached hereto and incorporated by reference herein (the "Agree- ment') SECTION 2 The expenditure of funds as provided in the Agreement is hereby author- ized SECTION 3 This ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the day of , 2001 EULINE BROCK, MAYOR ATTEST; JENNIFER WALTERS, CITY SECRETARY Crossing -mile post 726 36_ORD doc PL X 940206 Form Approved, AVP-Law Folder No: 2019-43 PIPELINE CROSSING In� AGREEMENT AUDIT_ Mile Post: 725.63, Choctaw Subdivision Location: Denton, Denton County, Texas se 6eras apt THIS AGREEMENT is made and entered into as of Beeem 99; by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (hereinafter the "Licensor"), and DENTON, CITY OF, a Texas municipal corporation, whose address is City Hall East, 601 East Hickory, Suite B, 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 TWO THOUSAND DOLLARS ($2,000.00). 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 only a 2 1 " sanitary sewer pipeline crossing (hereinafter the "Pipeline') in the location shown and in conformity with the dimensions and specifications indicated on the attached print dated August 8, 2001, 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. 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 Pipeline (including uutial 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 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 Agreemert Under no circumstances will Licensee's contractor be allowed onto Licenser's premises without firs, executmg the Contractor's Right of Entry Agreement Article V INSURANCE The Licensee, at its own sole cost and expense, shall provide to the Licensor a Certificate of Insurance, identifymg Folder No issued by its insurance carrier, certifying to the effectiveness of insurance as follows a) General Public Liability providing bodily injury and property damage coverage mth combined single lint of at least $1,000,000 each occurrence, a portion of which may be self-ir�ured with the consent and approval of the Licensor The Licensee will also provide to the Licensor a Cerfiticate of Insurance issued by its insurance carrier confirming the existence of such msurarce and that the policy or policies contain the following endorsement UNION PACIFIC RAILROAD COMPANY is named as an additional insured w to respect to all liabddiesansing out of the existence, use or any Nwrk performed on or associated with the Pipelme located on Railroad right of way at Mile Post at or near Denton, Denton CoL.nt,, Texas b) Such insurance shall be endorsed to provide contractural liability assumed by the Licensee under this Agreement, and that coverage shall not be cancelled or changed mthout gating thirty (30) days' prior written notice to the Licensor c) If the Licensee named in this Agreement is a public entity subject to any applicab _ statutory tort laws, the limits of insurance described above shall be the limits the Licensee then hl, in effect or which is required by applicatble current or subsequent law, whichever is great: a portion of which may be self9msured with the consent and approval of the Licensor d) All insurance correspondence shall be directed to Folder No , Union Pacific Railroad Company, Real Estate Department, 1800 Famam Street, Omaha, NE 68102 Article VI TERM This Agreement shall take effect as of the date first herein written and shall conti-,.e m full force and effect until terminated as herein provided Article VIl. 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 lunitation, attorney's fees, court costs and expenses) ansmg out of any act or onussion of the Licensee, agents and/or employees, that causes or contributes to (1) an} damage to or destruction of any telecommunications system on Licenser's property, and (2) anN 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 claun or cause of action by alleged loss of profits or reNenue 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 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, agent and emploN ees, "Loss" includes loss, damage, clauns, demands, actions, causes of action, penalties, cost 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) As a major inducement and in consideration of the license and permission herem granted, the Licensee agrees, to the extent permitted by law, to mdernruf} and hold harmless the Licensor from any Loss which is due to or arises from The prosecution of any work contempla,ed by this Agreement ircludmg the Installation, construction, maintenance, repair, renciial, modification, recons ruction, relocation, or removal of the Pipeline or any part ther.of, or 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 UNION PACIFIC RAILROAD COMPANY By �l IVC' 4' L Contracts Representative DENTON, CITY OF i�V PLACE ARROW INDICATING NORTH ke DIRECTION RELATIVE TO CROSSIN Q'n `607 3 c NO SCALE FCRM '- 4)4 3 R_V 5 . 93 ENCASED NON-FLAMINIABLE PIPELINE CROSSING NOTE ALL AVAILAa." DIMENSIONS MUST BE FILLED IN TO PROC_SS THIS APPLICATION _FT FT — (SE E xOrE ] S S) FT FT — FT — ] B sl I A—rG JCSc �1L� B-' 90 4"] oy , AQc,y�F n+a s a Icn.� lnx'LE c Gass Vcl I NC.RLSr R i LOP" - y, WINS FAA i _ �A �LAOw'.1L(1 W�( ,'L��ki, i t. W�?, (OCSCR IOF iIxEO 0d DES' 3 `xL` Od E 1) (Sa C 5) (SEE NOif B) LI FT Ili A. A'Tti IOISTANCE ALONG TRACK FROM SECTION LINE CA 55NGI b � Z�FT Wy 1 (NOTE THIS OINC VS IOv REWIRED IH ALL CIS 5 A LOCATIONS NOT USING SECTIONS J SiANCF ID A LEGAL S RVFT LIVE IS REDA- RR S R/6 1L' — 45; FT L FT !I STEEL S AL s,nnc`F'A•t°c THICKNENESSS RT C CANA "II N Y G sr I (See xo+e z I MIN I,.B.N C +AEieP OF 1 SLB RIDE THICeVESS C15'ND PIPE 5001 1/4 OF LESS I + I 3125 5/16 C EA 12 -18 11Fi 1 3750 3/8 C R I -22 7/16 C R 22 -2B (. s rt uR I 2 5FT ZI 4375 5625 1/2 C R -42 SEAL CAS(HG FT (za FT MIA 1 I (] , V k ) C R 34 -48 5C0. 451xC 4 b5 vC PIPET (Lee No,e a) 6250 SIB 42 -89 6250 SIB C-S -- B OVER IB N_Si B" (EA PIP+ APPfl^FED By R R CO —_ \O I NOTE THIS t A IS ONLY POP ES Ax Oin M a-u YIELO S *RENG'n OF a 000 PSI I IS Fr — 5 Fr ^SG Fi � 55 FT FOPAWLA 70 FIGL'_ CASING /�/� — � ICQFT CRO551N0 OTAEn +14 90° n01 C5 ( +SING LEI.1. N E. e + A G ILONG PIFILINE ) 0.4 51` f n ALL1 NORIION AL D15TAHCES TO BE MCASLREO AT RICH r ANGLES FAN A OF K II CASINO TO Fa FNO BCTCNO THE i. OF TRACK Ai PONT ANGLES THE CREATE- CF 20 20 FT OR 50 FT L•N 3 ., p Si AND BEYOND LIMIT OF RAILROAD PONT OF PAT IF NECESSARY TO PROYIOC PAPER LENGTH OUTSIDE OF TRACK THE ENO OF ANY RAILROAD BRIDGE, t OF ANY CLALVEi OR IPN ANY SMI TCN InC Al L ` IxC f S) ]r uIx1MA+ OF 50 FAN NIT I1 SICnn RLPRESCN TATI VC MUST BE PPESCni ;RING INSTALLATION IF RAILAGL SIGNALS ARE lx THE vl C In l iv OF CPC SSI He OF ROAD C+ SSInOS A OVERHEAD VIADUCTS TGIF[ ROAD ..CI OR CULVERTS 51 ALLOW.OL[ FI x[D CO JLC TS fxCLUOE, BACxe 0.L5 OF 6AIDCESI A A MINIMUM OF 2 FEET BLLOP T C Cx I STINGFIBER OPTIC CABLE. AN' [xUwTI CN REOuI PfO PI TH In 61 CASK xC AND CARRIER PIPE MUST BE PLACED 5 FEET OF THE EKI T HAD FIBG OPT C CABLE MUST BE HAND DUO 2_—YES,_NO, "A" a) IS P(FELINE CROSSING WITHIN DEDICATED STREET EXHIBIT 81 IF YES, NAM(; OF STREET 1pie I111 . 0) DISTRIBUTION LINE OR TRANSMISSION LINE UNION PACIFIC RAILPOAD CO C) CARRIER PIPE �A NIy S�LV COMMODITY TO BE CONVEYED OPERATING PRESSURE-, 0_ . TIER M-TERIAL qc "l`11 WALL THICKNESS ,A , E SA EI CASING PIPE 11 C CEGIr r THICKNESS O MST Ni.P WALL HA E 2" LE ,E BER1AL NOTE .CASING MUST HAVE 2" CLEARANCE BETWEEN GREATEST ENCASED CROSS NG AT COF CvP DIAMETER DIAMETER OFURNISHING 5 CARRIER PDIMENSIONS, IE AND INTERIOR CASINGEPIPE. WHEN OUTSIDE OF CARRIER PIPE AND INSIDE OF CASING PIPE FI METHOD OF INSTALLING CASING PIPE UNDER TRACK S) ✓ DRY BORE AND JACK (WET BORE NOT PEPMITTED) --TUNNEL , OTHER RR FiLE NO -DATE GI WILL CONSTRUCTION BE BY AN OUTSIDE CONTRACTORD YES,_ NO, FACE OF BORING LINO w A R N I N 0 H) DISTANCE FROM CENTER LINE OF TRACK TO NEAR PITS WHEN MEASURED AT RIGHT ANGLES TO TRACK —(]G IN ALL xusIONS, D. P CONALT'D...ON' 1) JACKING MIH ) APPLICANT HAS CONTACTED 1-800-336-9193 DEIERMI NECK DEPARTMENT wtT BE CONTACTED IH ADYAz E AND or uLuiIONT01 o/TIC CA3114 U P COMMUNI TION DEPARTMENT, AND HAE NOT NIBYR OF FIBER OPTIC CABLI:�DOES ;_DOES WORK TO BE PERFORMED TICKET NO ,WE PNONE 1 16Do-]]a 51 [5 PLX 9ga 112 Form Approved AVP Lw �r��r� rp� EXHLB11 3 Section I LIMITATION AND SUROR_nINATION 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 wirelinies 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 tunes 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 licensors 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 a) The Pipeline shall be constructed operated maintained repaired renewed modified c d/or reconstructed by the Licensee in strict conlomutywith Union Pacific Railroad Co Common Standard Specification 1029 adopted November 1949 rued all amendments thereof and supplements thereto which by this reference is hereby made a part hereof except as maybe modified and approved by the Llcensor's Vice President Engirieenng Services In the event such Specification conflicts in awry 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 in 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, modification relocation reconstruction or removal of the Pipeline where it passes underneath the roadbed and track or tracks of the Licensor, the Licensee shall subrrul 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 til licens �r>operations vices of the hand shall � n the work oceed with the work unsuch plans have been approved by the Vice President-Erigmeenrg shall be done to the satisfaction of the Vice President -Engineering Services or his authorized represenlaUve The licensor shall have the right if it so elects to provide such support as it may deem necessary for the safety of its track or tracks during the time of construction, maintenance repair renewal, modification relocation, reconstruction or removal of the pipeluie and, in the event the Licensor provides such support the Licensee shall pay to the Licensor wnthm Been (15) days after bills shall have been rendered therefor all expense incurred by the Licensor in connection thereunth which expense shall include all assignable costs d) Ths licensee shall keep and maintain the soil over the Pipelne thoroughly compacted and the grade even with the adjacent surface of the ground • • Y •) • M ulul7y •lain >I�Y • r • If an emergency should arse requiring immediate attention the Licensee shall provide as much notice as practicable to Licensor before commencing arty work In all other situations the Licensee shall notify iris licensor at leas t 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 - The Licensee shall bear the entire cost and expense incurred m connection with the constructio-6 maintenance repair, and renewal and any and all modification revision relocation removal or reconstruction of the Pipeline, including arty and all expense which may be incurred by the Licensor in connection therewith for supervision inspection Bagging or otherwise Page I oft FAubn e pltexb PL X 990112 Form Approved. AVP Lw Section 5 tyM " RCTMENT R O ATION OR RE MOVAI OF P?U INE a) The license herein granted is suopat, to the needs and requiremen3 of the licensor in the operation of its railroad and In the improvement and use of its property and the licensee shall c' the sole expense of the Licensee reinforce Lne pipeline or move all or any portion of the Pipeline to such new location as the Licensor may designate whenever in tree furtherance of its needs and requirements, the Licensor shall find such action necessary or desirable M All the teams, conditions and stipulations herein expressed with reference to the Pipeline on o the t inProperty of the Licensor in the location hereinbefore deacnbed shall, so far as the Pipeline remains on the property aPP Y Pe as modified changed or relocated vnthin the contemplation of this aec.on Section 6 *.10IN I F RFERENCE VMI r rCF'NSOR'S OPERATION The Pipeline and all parts thereof within and outside of the limits of the property of the Licensor ahall be constructed and at all tunes maintained reaaired, renewed and ope-a'ed in such manner as to cause no interfe,erre whatsoever with the constant, continuous and uninterrupted use of the tacks property aril facilities of the Licensor cnd nothing shall be done or suffered to be done by the licensee at any time tit would in any manner impair the safety thereof Section 7 PRO'jE„^" OF "'°'a nvnr rent E SVRTEMS a) Fiber optic cable systems maybe buried on the Licensor's property Protection of the fiber optic cable syste^ is of extreme importance since any break could disrupt service to uses resulting in business interruption and loss of revenue and profits Licensee shall telephone the Licensor at 1-800-336.9 93 (a 24 hour number) to deterr ne d fiber optic cable is buried anywhere on the Licensor's premises to be used by t,e Licensee If it arrangements folicensr reloctelephone or other telecommurucations company(ies) involved. arrange for a cable locc'or make protection of the fiber optic cable all at Licensee's expense and will cor_-nence no work on the nght of way until all such protection or relocation has been accomplished Licensee shall inde-'uufy and hold the Licensor h=Jeas from and against all costs Lability amid expense whatsoever (including without lur_ ation attorneys' fees court costs and expenses) ansing out of or caused in any way by Licensee's failure to comply wrLl' the provisions of this paragraph b)-LFlaGidlUo[iiaOtliBis'UraeHautr'Yivrw.'+,n w..w ..y. __...___- _.. _ harmless from and against all costs Lability and expense whatsoever (. cluduig without limitatio�n �alb ees cou:1 costs and expenses) caused by the negligence of the licensee, its co- --actor, agents rempioyees resulting in (l) any damage to or destruction of any telecommunications system on Liceso or (2) any tr.lury to or death of any person employed by or on behalf of any telecornm s company and/or its contractor agents and/or employees on L.jcerisot'e property except ff e ability or expenses are caused solely by Lhe direct active negligence of the licensor Licensee agrees that it shall not have or seek recourse against Licesor for any claim or cause of action foL loss of profits or revenue or loss c service or other consequentic: damage to a leleco on company using Licensor's property or a custorre- or user of services of the fibe- optic cable o ccerl�t'e .Lice es -property, SEE AFMI OLE Section 8 Cl `'OR LABOR Ah'n TAATFRA T= ?Sa) The licensee shall fully pay for all materalspined or affixed to did labor performeduponpropertyo' the in connection with the construction maintenance, repair renewal mode: cation or reconstruction of the pipeline and shall not perrrut or suffer any mechxuric's or materialmans Len of any kind or nature to be enforced against the Property for any work done or materials furnished thereon at the instance or reques' or on behalf of the Licensee The Licensee shot hens claims demands whatsoever and hold harmless the Licensor against and connected with or growing from u osiuch a rr done labor performed. orosts ='d expenses mwe als fvmishedf whatsoever mature in airy way b) The Licensee shall promptly pay or discharge all taxes charges and assessments levied upon in respect to or on account of the pipeline, to Prevent the same from becoming a charge or ben upon property of the Lice sor, and so !tort the taxes charges and assessments levied upon or in respect to such propertyshallo�ebe increased tbecause e � placed location construchon or maintenance of the Pipeline or any improvemer, appliance upon such property, or on account of the Licensee's interest therein. Where such tic charge or assessment may not be in &is Licensor then the lictenser a seor assessed to halll pay to the Licensor an equitable proportionsee but shall be n of such taxes determinedassessment of the property Of by the value of the licensee's property upon property of the Licensor as compared with the entire value of such property Ext", 8 PLceXI, Page 2 e14 P:. X 980113 Form Approved, AVP Lw \•:: r•a • •J:ra •: -.•-Ot: r 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 some 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 Lability loss damages, clairris demands costs and expenses o(wtiatsoever 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 Secbon 10 WMZ= SEE ART, r r a) -As-used•IrttlNeeceor>-zieensor-uecruue�,�.e,-,.....�.,... .......i.._.__- --� location of the Licensee's installation and their officers, agents, and employees, %oss' includes loss dama awns demands actions causes of action penalties costs and expenses of whatsoever nature Intl coals and attorneys' tees which may result from a) injury to or death of persons whomsoever (uwludmg,,C censor's officers agents and employees the Licensee's officers, agents and employees as well as any o rson) and/or b) damage to or loss or destruction of property whatsoever (including Licensee's property darns 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 lic;0 rise and permission herein granted the Licensee agrees to indemnify and hold harmless the Licensor from an s which is due to or arises from 1 The prosecution of an r contemplated by this Agreement including the installation construction mainmain tenance,, re renewal. modification reconstruction relocation or removal of the Pipeline or any prat ther , or 9F. 2 ./ a presence, operation or use of the Pipeline or contents escaping therefrom I� to the extent that -the Loss iacaused by tkwaols �ddnreo4regligerace of UsaLrcens°F' / 1 : s1u • • ' 1' hl J'r• : Y�: uth : Y • � • . : i171u171i,Y 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 foils to do the foregoing the licensor may do such work of iernawl and restoration at lie cost aril expense of the Licensee The Licensor may at its option upon sucn termination at the entire cost and expense of the Licensee, remove the portions of the Pipeline located underneath its roadbed and track or hacks 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 property 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 harem contained to be kept. observed and performed by the Licensee shall in no way impair the nght of the licensor to avail itself of any remedy for any subsequent breach thereof page 3 d4 Ddublt B plicexb PL X 990111 Form Agroved. AVP Law a) U the Licensee does not use the right herein granted or the Pipeline for one (1) year, or U the Licensee cor _ uea in default in the performance of any covenant or agreement herein contained for a period of thirty (30) days after w-'ten notice from the Licensor to the Licensee specifying such default, the Licensor may at its option forthwith immec- ely terminate this Agreement by written notice b) In addition to the provisions of subparagraph a) above this Agreement may be terminated by written notice , en by either party hereto to the other on any date in such notice stated riot less however than thirty (30) days aubseq.-it to the date upon which such notice shall be given. c) Notice of default and notice of lerminabon may be served personally upon the Licensee or by mailing to L-a last known address of the Licensee Termination of this Agreement for any reason shall not affect any of tree ng 's or obligations of the patties hereto which may have accrued or liabilities accrued or otherwise which may have ems- =nor thereto The Licensee shall not assign this Agreement, in whole or in port, or any rights herein granted without the �tten consent of the Licensor, and it is agreed that any transfer or assignment or attempted transfer or assignment c this Agreement or any of the rights herein granted whether voluntary by operation of law, or otherwise without such cc -sent in wntmg shall be absolutely void and at the option of the Licensor, shall terminate this Agreement Subject to the provisions of Section 14 hereof, this Agreement shall be binding upon and inure to the benef:' c1 the parties hereto their heirs, executors, administrators, successors and assigns pbcexb page 4 of 4 Eidubit B