2002-350ORDINANCE NO. AW -jJy
AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
EXECUTE A PIPELINE CROSSING AGREEMENT WITH UNION PACIFIC
RAILROAD COMPANY FOR A SANITARY SEWER PIPELINE LOCATED AT
MILE POST 723.10, 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 723.10, 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
authorized.
SECTION 3. This ordinance shall become effective immediately upon its passage
and approval.
„PASSED AND APPROVED this th
s lY'
f
n
y ATTESTr
WALTERS, CITY SECRETARY
BY
FORM:
Y ATTORNEY
BY:
PL X.DOC 940204
Form Approved, AVP-Law
PIPELINE CROSSING
AGREEMENT
Mile Post 723. 10, Choctaw Subdivision/Branch
Location: Denton, Denton County, Texas
Folder No.2103-37
THIS AGREEMENT is made and entered into as of the 8th day of August, 2002, by and between
UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (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 ($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
32.15" 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 July 31, 2002, 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 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 Licensor a Certificate of Insurance, identifying
Folder No. 2103-37, 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 723.10 on the Choctaw Subdivision, at or
near Denton, Denton County, Texas.
B. Licensor agrees that all of its Licensee's insurance requirements may be satisfied by self-
insurance.
C. All insurance correspondence shall be directed to:
Folder No. 2103-37
Union Pacific Railroad Company
Real Estate Department
1800 Famam 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.
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 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 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.
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 RAILROAD COMPANY
/
By: Contracts Representative
CITY OF DENTON
By: il~C,
City Manager
,
WM)h/ X 1
APPROVED AS TO FORM:
CITY ATTORNEY -
CITY OF DE S
BY:
^TP.'CT InPI PF[.4 VF Tn Cpnc.S I I,'
REV. 5- 15-98
v;Ltil.L!~q;.CCrli
ENCASED NON-FLAMMABLE
mew ~q)'
ter` e`2 NO SCALE
v
"IA. yr'~[ '!O 1 F7.
v(Ty1+T TN..I 1 4 FT.-
,or (SEE )
A =
WIN TRAU
I OISTAIQ LLONG TNACN
I MOTE:
A
I SEE NOTE A)
SECTION LINE CROSSIBGI
E. L+ F7. ~FT.
1 MIN. DIST 1
ISe. NOT. 21
1 "W OBE
FT.
1•.5 PT .1. 1
--FT. (20 FT. W1)
lSFll CASING ? jr CASING
PIPELINE CROSSING
NOTE: ALL AVAILABLE DIMENSIONS MUST BE
FILLED IN TO PROCESS THIS APPLICATION.
YV 5 FT.
ISLE NOTE 3 8 5) r
T.
tm cl~ • 77. On"
f1JI'r. -IS FT.
CE
-15 r7.
S~.cE 1
SIAWO[
1
iT. 5[A
•Ellsa xR+e A) (O (T, ur\)
I ~ CARRIER PIK
1 1
1 2 O 15 F7.11
I 5 f i.
L~ FT.
3Q80~TNFT.
AFT.
NOTES (CASING LENGTH MIEN NEAMPTIO ALd6 PIPEL MME.)
II ALL HORIZONTAL DISTANCES TO RE WARPED AT RIGHT ANGLES FROM 9. DF TRACB.
ZI CASING TO EXTEND BEYOND THE 4 OF TRAM AT RIGHT ANGLES THE GREATER OF DO • M IT.. ON W FT.,
AND BE YDITD LIMIT OF RAILROAD RIGHT-W-TAY IF WaSSARY TO PROVIDE PROPER LENGTH MRSIDE OF TRAE[.
71 MININRA OF SO' FROM THE END OF ANY RAILROAD ONIOU, f OF ANY CILTERT, OR FROM ANY SWITOIING AEA.
NI 51 TAAL REPRESEMTAI IV[ LAST BE PRESENT "ING INSTALLATION If RAILROAD SIGNALS ARE IN THE VICIN17T OF CRDSSIM6
SI XLMABLE FIXED OBJECTS IMCLI ' BACTRLLLS OF BRIMS: I OF ROAD CROSSINGS B OVERHEAD VIAIICTS 1GIVE ROAD NWEN, OR CIATERIS
LI CASING AND CAFRIER PIPE IELST BE PLACED A WIMIMA OF 2 FEET ULM THE EXISTING FIBER OPTIC CABLL ANY EXCAVATION REWIRED WITHIN
TO
q'S Rig
J" rb'. STEEL CASING WALL
THICKNESS CHART
3425-
'
I
I
I
:00'
UZ"
OVER 28--4'
b2
6
OVE
34
j
.
5ir
5 8
OVER 42
0
'
OVER AB' MUST BE
APPROVED BY R. R. CO.
FORMULA TO FIGURE CASING
LENGTH WITH ANGLE OF
CROSSING OTHER THAN 90-
B
~k
A SIN ~
G~ B
N I N. O I S T.
(NOT[ 2)
TAAA
A)
IS PIPELINE CROSSING WITHIN DEDICATED STREET ?_YES;YNO;
EXHIBIT n,l n
B
B)
IF YES, NAME OF STREET )J 1a
„a pI
FM ON,"
D)
DISTRIBUTION LINE OR TRANSMISSION LINE
C)
CARRIER PIPE :
GANrf1122
Ce'A-e
T
UNION PACIFIC RAILROAD CO.
.q
-
COMMODITY
O BE CONVEYED
OPERATING PRESSURE 2 PSI
01 AMETER'3IIATERIAL
LIC
~ I/',~
WALL THICKNESS
;
I
Ivmmvo.
EI
-
CAS( WALL I THICKNESS S p ;DIAMETER 46D ;MATERIAL~t[-=;
+17t
m'P ,Z3•~ E.S.
NOTE :CASING LUST HAVE 2" CLEARANCE BETWEEN GREATEST
ENCASED SWA?ey SEWGUOSSING AT
OUTSIDE DIAMETER OF CARRIER PIPE AND INTERIOR DIAMETER OF
CASING PIPE. WHEN FURNISHING DIMENSIONS, GIVE OUTSIDE OF
CARRIER PIPE AND INSIDE OF CASING PIPE.
..ANM.T FI^' IFWM,.I ,,,.,F'
F)
METHOD OE INSTALLING CASING PIPE UNDER TRACK(S):
C I-~'•~I ~~pJ'~I~~,~
~
~
DRY BORE AND JACK I WET BORE NOT PERMITTED) ;
.
INPL mNIRI
-TUNNEL ; OTHER
RR FILE N0. -5 DATE x•31-2°oL
G)
WILL CONSTRUCTION BE BY AN OUTSIDE CONTRACTOR?_YES;---N0;
H)
DISTANCE FROM CENTER LINE OF TRACK TO NEAR FACE OF BORING AND
K
W A R N I N G
JACKING PITS WHEN MEASURED AT RIGHT ANGLES TO TRAC
11
APPLICANT HAS CONTACTED 1-800-336-9193, ITD' MIN.)
IN ALL 0CMIOM% A P. CoI"I"llm
U. P. COMMUNICATION DEPARTMENTF AND HAS DETERMINED FIBER
DEPUTIENT ITT BE CONTACTED IN ADVANCE
OF ANY M= TO DETERMINE EXISTENCE AND
K
OPTIC CABLE DOES ;-DOES NOT ; EXIST IN l
gN1 Ty OF
-
LOCATION of FIBER OPTIC CABLE.
i
WORK TO BE PERFORMED . TICKET NO. 2r)r~2 -D4 n 1
2
PRpL 1 I-400-4X-9197
PL Y. 980112
Form Approved, AVP-Law
EXHIBIT B
Section 1. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED.
(a) The foregoing grant of right is subject and subordinate to the prior and continuing right and obligation of the Licensor to
use and maintain its entire property including the right and power of the Licensor to construct, maintain, repair, renew, use,
operate, change, modify or relocate railroad tracks, signal, communication, fiber optics, or other wirelines, pipelines and other
facilities upon, along or across any or all parts of its property, all or any of which may be freely done at any time or times by the
Licensor without liability to the Licensee or to any other party for compensation or damages.
(b) The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of
the Licensor's property, and others) and the right of the Licensor to renew and extend the same, and is made without covenant of
title or for quiet enjoyment.
Section 2. CONSTRUCTION. MAINTENANCE AND OPERATION.
(a) 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 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 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 (he safety 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.
plx.exb Page 1 of4 Exhibit B
PL.x 930112
Form Approrcd. AVP-Law
Section 5. REINFORCEMENT. RELOCATION OR REMOVAL OF PIPELINE.
(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. NO INTERFERENCE WITH LICENSOR'S OPERATION.
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 Licensor's Property. Protection of the fiber optic cable systems is of
extreme imoortance 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 Licenser's premises to be used by the licensee. If it is, Licensee will telephone the telecommunications
company(ies) involved, arrange for a cable locator, make arrangements for relocation or other protection of the fiber optic cable,
all at Licensee's expense, and will commence no.work on the right of way until all such protection or relocation has been
accomplished. Licensee shall indemnify and hold the licensor harmless from and against all costs, liability and expense
whatsoever (including, without limitation, attorneys' fees, court costs and expenses)' arising out of or caused in any way by
Licensee's failure to comply with the provisions of this paragraph.
(b)
from and against all costs, liability and expense whatsoever (including, without limitation, attomeys' tees, court c expenses)
caused by the negligence of the licensee, its contractor, agents and/or employees, resultin i amage to or destruction
of any telecommunications system on licensor 's property, and/or (2) any inj of any person employed by or on behalf
of any telecommunications company. and/or its contractor, as or employees, on licensor's property, except if such costs,
liability or expenses ore caused solely by the a negligence of the licensor. Licensee further a
n that it shall not have
or seek recourse against lice y claim or causeof action for alleged foss of profits or revenue or loss of service or other
consequentia to a telecommunication company using Lcensor's property or a cystomer or user of services of the fiber
Section 8. CLAIMS AND LIENS FOR LABOR AND MATERIAL: TAXES. AY
Y
(a) The Licensee shall fully pay for all materials joined or affixed to and labor performed upon property of the Licensor in
connection with the construction, maintenance. repair, renewal modification or reconstruction of the Pipeline. and shall not permit
or suffer any mechanic's or materialman's lien of any kind or nature to be enforced against the property for any work done or
materials furnished thereon at the instance or request or on behalf of the Licensee. The Licensee shall indemnify and hold
harmless the Licensor against and from any and all liens.. claims. demands, costs and expenses of whatsoever nature in any way
connected with or growing out of such work done, labor performed. or materials furnished.
(b) The licensee shall promptly pay or discharge all taxes, charges and assessments levied upon, in respect to, or on account
of the 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 lax, 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
pkezb Page 2 of4 EshibirB
PL X 9901 12
Form Approved. AVP.Latr
with the entire value of such property.
Section 9. RESTORATION OF LICENSOR'S PROPERTY.
In (he 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 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 destn,clion grows out of or arises from the
taking down of any fence or the moving or disturbance of any other property of the Licensor.
Section 10. INDEMNITY.
of the Licensee's installation and their officers. agents, and employees: 'Loss" includes loss, damage, claims, demand tons,
causes of action, penalties, costs, and expenses of whatsoever nature, including court costs and attorneys' fees, may result
from: (a) injury to or death of persons whomsoever (including the Licensor's officers, agents, and em ees, the Licensee's
officers, agents, and employees, as well as any other Person); and/or (b) damage to or loss or de%pec ton of property whatsoever
(including Licensee's property, damage to the roadbed, tracks, equipment, or other prope a licensor, or property in its care
or custody).
(b) As a major inducement and in consideration of the lice d permission herein granted, the Licensee agrees to
indemnify and hold harmless the Licensor from any Loss w ' is due to or arises from:
I. The prosecution of any w -contemplated by this Agreement including the installation, construction,
maintenance, rep newal, modification, reconstruction, relocation, or removal of the Pipeline or any part
thereof; or
`x~A ht
2. a presence, operation, or use of the Pipeline or contents escaping therefrom,r n~
Section 11. REMOVAL OF PIPE LINE UPON TERMINATION OF AGREEMENT.
Prior to the termination of this Agreement howsoever, the Licensee shall. or 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. 11 the Licensee fails 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 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.
Section 12. WAIVER OF BREACH.
The waiver by the Licensor of the breach of any condition, covenant or agreement herein contained to be kept, observed
and performed by the licensee shall in no way impair the right of the Licensor to avail itself of any remedy for any subsequent
breach thereof.
plx.exb Page 3 of4 Exhibit B
PL X 980'12
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 of4 Exhibit B
PLNVLIDRAINAGE INS. 07116/01
Form Approved, AVP-Law
EXHIBIT B-1
I EIEM t Fo d Company
Insurance Provisions For
Pipeline / Wireline / Drainage License Agreements
Licensee shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance coverage'
A. Commercial General Liability insurance. This insurance shall contain broad form contractual liability with a single limit of at least
$2,000.000 each occurrence or claim and an aggregate limit of at least $4,000,000. Coverage must be purchased on a post 1998 ISO
or equivalent form, including but not limited to coverage for the following:
Bodily injury including death and personal injury
. Property damage
Fire legal liability (Not less than the replacement value of the portion of the premises occupied)
Products and completed operations
The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance:
"For purposes of this insurance, U20 Eaarid R51IMd payments related to the Federal Employers Liability Act or a Union
Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed
under any Workers Compensation, disability benefits, or unemployment compensation law or similar law."
The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not
limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground
hazard shall be removed.
Coverage for Licensee's (and Licensors) employees shall not be excluded
Waiver of subrogation
B. Business Automobile Coverage insurance. This insurance shall contain a combined single limit of at least 52,000,000 per
occurrence or claim, including but not limited to coverage for the following:
Bodily injury and property damage
Any and all motor vehicles including owned, hired and non-owned
The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance:
"For purposes of this insurance, HIM E366d lia~d payments related to the Federal Employers Liability Act or a Union
Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed
under any Workers Compensation, disability benefits, or unemployment compensation law or similar law."
The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not
limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground
hazard shall be removed.
Motor Carrier Act Endorsement- Hazardous materials clean up (MCS-90) if required by law.
C. Workers Compensation and Employers Liability insurance including but not limited to:
Licensee's statutory liability under the workers' compensation laws of the state(s) affected by this Agreement
Employers Liability (Part B) with limits of at least
$500,000 each accident, $500,000 disease policy limit
$500,000 each employee
If Workers Compensation insurance will not cover the liability of Licensee in stales that require participation in state workers'
compensation fund, Licensee shall comply with the laws of such states. If Licensee is self-insured, evidence of state approval must be
provided along with evidence of excess workers compensation coverage. Coverage shall include liability arising out of the U. S.
Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable.
The policy shall also contain the following endorsement which shall be indicated on the certificate of insurance:
Alternate Employer Endorsement
D. Umbrella or Excess Policies in the event Licensee utilizes Umbrella or excess policies, these policies shall 'follow form' and
afford no less coverage than the primary policy.
Page 1 of 2
PLWDRAINAGE INS. 02116/01
Form Approved, AVP-Law
Other Requirements
E. Punitive damage exclusion must be deleted, which deletion shall be indicated on the certificate of insurance
F. Licensee agrees to waive its right of recovery, and its insurers, through policy endorsement, agree to waive their right of
subrogation against Licensor. Licensee further waives its right of recovery, and its insurers also waive their right of subrogation against
Licensor for loss of its owned or leased property or property under its care, custody and control. Licensee's insurance shall be primary
with respect to any insurance carried by Licensor. All waivers of subrogation shall be indicated on the certificate of insurance.
G. All policy(ies) required above (excluding Workers Compensation) shall provide severability of interests and shall name Licensor as
an additional insured. Severability of interest and naming Licensor as additional insured shall be indicated on the certificate of
insurance.
H. Prior to commencing the Work, Licensee shall furnish to Licensor original certificate(s) of insurance evidencing the required
coverage, endorsements, and amendments. The certificate(s) shall contain a provision that obligates the insurance company(ies)
issuing such poliq(ies) to notify Licensor in writing of any cancellation or material alteration. Upon request from Licensor, a certified
duplicate original of any required policy shall be furnished.
1. Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Insurance
Guide Rating of A• and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided.
J. Licensee WARRANTS that this Agreement has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have
been instructed by Licensee to procure the insurance coverage required by this Agreement and acknowledges that Licensee's
insurance coverage will be primary.
K. The fact that insurance is obtained by Licensee or Licensor on behalf of Licensee shall not be deemed to release or diminish the
liability of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by
Licensor shall not be limited by the amount of the required insurance coverage.
Page 2 of 2