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HomeMy WebLinkAbout2000-221ORDINANCE NO o4006-,;A AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXE- CUTE A PIPELINE CROSSING AGREEMENT WITH UNION PACIFIC RAILROAD COM- PANY FOR A WATER PIPELINE LOCATED AT MILE POST 724 10, CHOCTAW SUBDI- VISION, CITY OF DENTON, DENTON COUNTY, TEXAS, AUTHORIZING THE EXPEN- DITURE 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 water pipeline located at mile post 724 10, 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 author- ized cSEECTION 3 approval PASSED AND APPROVED this the ao&A day of aulud _, 2000 This ordinance shall become effective immediately upon its passage and &"" " A, d EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY � ),4a�� AP OVED AS TO LEGAL FO HERBERT L PRWTY, CITY TORNEY IM \\CH LGL\VOLT\shued\dept\LGL\Our Documents\Ordinances\00\Pipeline Crossing -mile post 724 10 doc PL X 940206 Form Approved, AVP-Law Folder No 946-85 PIPELINE CROSSING AGREEMENT AUDIT Mile Post 724 10 Choctaw Subdivision Location Denton, Denton County, Texas THIS AGREEMENT is made and entered into as of September 27, 1999, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (hereinafter the "Licensor"), and CITY OF DENTON, a Texas municipal corporation, whose address is 901-A Texas St, Denton, Texas 76201 (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 ($1,500 00) Article II LICENSOR GRANTS RIGHT In consideration of the License Fee to be paid by the Licensee and in further consideration of the covenants and agreements herein contained to be by the Licensee kept, observed and performed, the Licensor hereby grants to the Licensee the right to construct and thereafter, during the term hereof, to maintain and operate only a 16" water pipeline crossing (hereinafter the "Pipeline") in the location shown and in conformity with the dimensions and specifications indicated on the attached print dated June 15, 2000, 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 initial construction and subsequent relocation or substantial maintenance and repair work), then the Licensee shall require its contractor to execute the Railroad's form Contractor's Right of 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 The Licensee, at its own sole cost and expense, shall provide to the Licensor a Certificate of Insurance, identifying Folder No. 946-85, issued by its insurance carrier, certifying to the effectiveness of insurance as follows a) General Public Liability providing bodily injury and property damage coverage with combined single limit of at least $1,000,000 each occurrence, a portion of which may be self -insured with the consent and approval of the Licensor The Licensee will also provide to the Licensor a Certificate of Insurance 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 724 10 at or near Denton, Denton County, 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 without giving thirty (30) days' prior written notice to the Licensor c) 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 d) All insurance correspondence shall be directed to Folder No 946-85, 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. 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 the Licensor harmless from and against all costs, liability and expense whatsoever (including without limitation, attorneys' fees, court costs and expenses) arising out of any act or omission of the Licensee, its agents and/or employees, that causes or contributes to (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 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 10 INDEMNITY (a) As used in this Section "Licensor" includes other railroad companies using the Lxcensor'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) mlury 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 the extent permitted by law, to indemnify and hold harmless the Licensor from any Loss which is due to or arises from 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 The presence, operation, or use of the Pipeline or contents escaping therefrom 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 01. CC4 r is Representative WITNESS A ROVED AS TO LEG�Ak FORM HERBERT L,1jkOUTYd CITY ATTORNEY BY CITY OF DENTON 06/15/00 15 47 FAX 9403408376 DENTON-ENG-DEFT- Z 02 PLACE ARROW INDICATING NORTH FORM DR•0E04-6 DIRECTION RELATIVE TO CROSSING �`REV 6-IS-96 ENCASED NON-FLAMMABLE PIPELINE CROSSING h NOTE. ALL AVAILABLE DIMENSIONS MUST BE 5pr�E• NO SCALE FILLED IN TO PROCESS THIS APPLICATION ..-A .. ® K "= 47LL'),.538 FT i�yf�••� a ir, Ft r� (AC[ Kr l e 71 Ifs[ / A SI 50 FT gyle * E Av 89 • 00 •OS 58 a I Dmton 41 40. IVxI 1 WIx C4Cl k ei [(IK IO .4 is L fxL/itLE e.l -jarsGIG( 1 a 0 SCR I a p 04f r TALE Mq 6) �f E K•[ 51 10111KC1 4CNC 1R.CC (palicclic. LINK slelunl L FT INOIG 'r 10, iso., i T I1RiLOp(ECl�Pl4 0`fLYCL TO A LC9. SVAYLI LINE IS AEWI0901 AI f 1/1- - • • � • • - 50 2—FT. �T i cAa1Pq S STEEL CASING MALL N,N MII SURFACE THICKNESS CHART FAIMu oc I AASIAp( TNI CCNC55 DINF FVE 1 I600 1 OR L I I 7125 5/is- OVER 11^•IB 8 iT OT50 310 OVER 19•-2r 1A eTNNI ...5 ?'t6• OVER 12 -26 l0 FT Ile fr mi.) 5 Fr Stu [.1lxt SOOO 112• OVER 10•- S( SIAI SASIK 4 1/' CASING Fir (6r rr, I is ,1 NIT,) 66IS 9116' OVER N•-42 _ _ E 6250 S(0' OVER @ -(6 / \ OYCR 11• WSl 9[ / - - _ � CNUIN rlsE \ APPROVED AY 0. A C0. \ ® FOTSIShICLDASMOHtr YPIPES H E STRENCIN Lf OF 35.000 PSI 1 r SfI [ A4O 4O FT I FORMULA To FIGURE CASINO 80 FT LENCTN KITH ANGLE OF CROSSING OTHER THAN 10, OV Ft .er(% IcslNe Lhctx w'CITIiLiw[( 19K n110,E 1 —A y� 1 ILL K0110.T,L 01S11Kp TO 9E WCASLOW AT 010.T ANGIES TRW 0 If TAICk N 11. it WING l0 LIT6K Mfw INC E Of 111A0A AT 410.1 WKILES 1NE q(A111 Or 29 20 FT . a 10 or �y S AK 6L1N011.11 OF 1.11169A0 91NT.p1 ., If A(C(AfMI, To /00,161 PROM Low. W11101 91 TAAC+ 11 NINIIW Of 16 OW I.I ENO a, AK AAl ow ONCE E OF ANY OAVIATI V room" Srlidlllp NV �'R Mjeq 2)T .i SIGxAI 0VArK.Ip I,C wer K rmcSd, "INS NSTALLATIN or "loom SIOKLS MO IN N.E .IO.II, 0f 00,11K rKA SI ALL"46( IIM MIM1S IKLWO NO1e46S Of IRIOO(L • V NO WSSIKS 6 WERNIAO x14MIS iGIVE Nq.O NW[I CA MIEI L M CAAIK M10 WAIN f Vl WP K PMCEO A WINNW V 2 FEET "LOW INE 911SIiK 116E6 &l IC NfLE AN, LAUvarl" 9EM1.40 IIrxN A) 15 PIPELINE CROSSING WITHIN DEDICATED STREET ?—YES, A NO B) IF YES, NAME OF STREET 01 DISTRIBUTION LINE OR TRANSMISSION LINE CI CARRIER PIPE 1 Water COMMODITY TO BE CONVEYED OPERATING PRESSL^ PSI 1611 CCl e WALL THI CKNESS..,,,­401 AMETEK L= EMATERIAL El CASING WALL TIE,ICNI /16 Z8i1 Steel IBl1METER MUTER UAL NOTE CASING OUST HAVE 2- CLEARANLTE BETWEEN GREATEST OUTSIDE DIAMETER OF CARRIER PIPE AND INTERIOR DIAMETER OF CASINO PIPE WHEN FURNISHING DIMENSIONS, GIVE OUTSIDE OF CARRIER PIPE AND INSIDE OF CASING PIPE F) METHOi INSTALLING CASING PIPE UNDER TRACKIS)• VDAY BORE AND JACK (WET BORE NOT PERMITTED) , FUNNEL , OTHER GI WILL CONSTRUCTION BE BY AN OUTSIDE CONTRACTOR? YES,___.101 HI DISTANCE FROM CENTER LINE OF TRACK TO NEAR FACE OF SkpR1V AND JACKING PITS WHEN MEASURED AT RIGHT ANGLES TO TRACK. 11 APPLICANT WAS CONTACTED 1-600-336-9193 IM Nlal U P COMMUNICATION DEPARTMENT, AND HAS DETERMINED FIBER OPTIC CABLE DOES , y DOES NOT . EXIST_1 VICINITY OF WORK TO BE PETrORMED . TICKET NO 19GG-72.2�5 EXHIBIT "A" Iv, an .I IN1 ti UNION PACIFIC RAILROAD CO c_\,NDGtO,w I Y1.1•Ir•I M P 11y11 E S I130y+54' ENCASED CROSSING AT ,,yL11Mil (�.�,f.. 'f,Opp RR FILE NC 9 &s DATES ■ 1 g N I N G N ALL KWICN. LL p COAWICAIIAO KPGTr(xi NHr OE CAITACT(0 N "VI CE V RM RAN 10 0(1(O,IK 11,1E7(.C( AK LOCAf10r V f11EA wile WLL ANNE I-1001%-e161 JUN 15 2000 16 53 9403498376 PAGE 02 FL X 980112 Farm Approved. AVP-Lai ti- I„IM: Y•� :rIY 1:.•:sh: Y•� • •Y :: rYY�� a) The foregoing grant of right is subject and subordinate to the Prior and continuing right and obligation of the Licensor to use and tnrdnitdnits entire Properly including the right and power of the 1.1censor to construct maintain, repair, renew, use, operate, charge, modify or relocate railroad tracks, signal communication, fiber optics, or other wirelines, pipeline 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 time by the Licensor without liability to the Licensee or to arry 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 RNITITINNIffow Y: •fY•' u: rYY��:r•1 :DIY ••�:: Y•)•f a) The Pipeline shall be constructed operated maintained, repaired, renewed modified and/or reconstructed by the Liceruee in strict conformity withUrAon Pacific Railroad Co Common Standard Specification 1029 adopted November 1949, and all anerdnerds thereof and supplements thereto, which by this referencethe event such hereof, rSpecificationf,except as maybe modified and approved by the Licersor's Vice president -Engineering Services In 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 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 submit to the Licensor plea setting out the method and manner of handling the work including the shoring and cribbing, if arry, required to protect the IScensor's operations, and shall not proceed with the work until such plans have been approved by the Vice President-Fngltsering Services of the Licensor and then the work shall be done to the satsfaction 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 safety of its track or tracks during the time of construction, mofnfenance, 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 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 (a such other time as the Licensor may allOW) in advance of the commencement of any work upon Property of the Licensor in conrectionwithths construction maintenance, repair. renewal, modification reconstruction, relocation or removal of the Pipeline All such work shall be prosecuted diligently to completion ,. •iar a Y• : :: xrYrr r.�•a. The Licensee shall bee the entire cost and expense incurred in connection with the construction maintenance, repair and renewal and cry 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 plx.exb Pqp I of 4 Exh" B PL X 990112 Pam Awov4 AVP-UW 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 properly, and the Licensee shalt 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 hereinbefors described shalt so for as the Pipeline remains on the property, apply to the Pipeline as modified changed or relocated within the contemplation of this section. 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 unintemlpted 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 a) Fiber optic cable systems may be burled on the Licensor% 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 I-BOD 3 &9193 (a 24-hour number) to determine 9 fiber optic cable is buried anywhere on the LicensoA 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) hamiless from and against all costs, llabdlity and expense whatsoever (Including, without limitation, ai s, court costs and expenses) caused by the negligence of the Licensee, its contractor, agents es, resulting in (1) any damage to or destruction of any telecommunications system on Licenso and/or (2) any injury to or death of any person employed by or on behalf of any telecomm company, and/or its contractor, agents and/or employees, on Licensoe's property, except if s ty or expenses are caused solely by the direct active negligence of the Licensor Licensee that it shall not have or seek recourse against licensor for any claim or cause of action fo ss of profits or revenue or loss of service or other consequential damage to a teleco n company using l.icensor'e property or a customer or user of services of the fiber fthop SEE MMCLE �� Section 8 C! S AND T JENS FOR TABOR AND MATERIAL TAXES a) The Licensee shall fully pay for all materials joined or affixed to and labor performed upon properly in connection with the constnuctloa maintenance, repair, renewal, modification or reconstruction of the Pipeline, and shall not permit or suffer arty mechanic's or materialimms lien of any kind or nature to be enforced against the properly for any work done or materials fumished 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 anyway 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 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 Licensees 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 Licensees property upon property of the Licensor as compared with the entire value of such properly PIXW& Pax 2 of 4 Padabd B PL X 980112 Fa Approved, AVP LAW ,.Jill : ►e': Yes • •137. *:. ':•'>f: e In the evert the Licensor authorises the Licensee to take down any fence of the Licensor or in any manner move or disturb any of the other properly of the Licensor in connection with the constriction maintenance, repair, renewal, modification, reconstruction, relocation or remaval of the pipeline, then in that event the Licensee shall, as soon as possible and at Licensse'a 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, ogee, claims, demands, costs and expenses of whatsoever nature, including court costa and attorneys' fees, which may ult from injury to or death of persons whomsoever, or damage to or loss or destruction of property whatsoever, when soh injury, death, damage, loss or destruction grows out of or arises from the taking down of any fence or the banca of any other property of the Licensor Section 10 INDEMNITY SEEAFMCI,gJ�� a) location of the Licensee's installation and their officers, agents, and employees, "Loss' includes loss, demands, actions, causes of action penalties, costs, and expenses of whatsoever nature, incl coats and attorneys' fees, which may result from a) injury to or death of persons whomsoever (incl eneor a officers, agents, and employees, the Licensees 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, d 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 and permission herein granted the Licensee agrees to indemnify and hold harmless the jUconsor from which is due to or arises from. 1 The prosecution ocontemplated by this Agreement including the installation construction maintenance, ewal, modification reconstruction relocation or removal of the Pipeline or arty part the r presence, operation or use of the Pipeline or contents escaping therefrom, Prior to the termination of this Agreement howsoever, the Licensee shall, at Licensee's sole expense, remove the Pipeline from those portions of the properly 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 11 the Licensee falls 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 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 thereat 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 plxexb Page 3 or4 ExhO l H PL X 980112 Fam Apiro44 AVP•Lzww! Y:I;ullz: Yes a) ff 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 subpaagraph 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) Nodoe of default and notice of termination may be seared personally upon the licensee or by mailing to the last known address of the Licensee Tern *xxdon of thts Agreement for any reason shall not affect any of the rights or obligations of the parties hereto which may ban accrued or liabilities, accrued or otherwise, which may have arisen prior thereto ;��„17�.Y .9I ►e .17�� 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 Section15 SjfC7 gSORSANDASSIGNS Subject to fhe provisions of Section 14 hereof. this Agreement stall be binding upon and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns plsmA Page 4 or4 E)dubat B