HomeMy WebLinkAboutAgreement APPLICANT 8/7/2009
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AUDIT
DEVELOPER'S PIPELINE CROSSING
AGREEMENT
Mile Post: 648.9. Marcola Ind Lead Subdivision/Branch
Location: Springfield, Lane County, Oregon
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.THIS AGREEMENT is made and entered.into as of the:S day of f..J.ru-~. ,
20~ by and between UNION PACIFIC RAILROAD 80MPANY. a Delaware corporation
(hereinafter the Licensor), BREEDEN BROS., INC., an Oregon corporation to be addressed at 366E40"
Ave, Suite 250, Eugene, Oregon 97405(hereinafter the First Party) and CITY OF SPRINGFIELD, an
Oregon municipal corporation to be arldressed at 225 Fifth Street, Springfield, Oregon 97477 (hereinafter the
Second Party) (First Party and Second Party hereinafter collectively the Licensee).
WHEREAS, the First Party desires to construct a pipeline across the.property of the Licensor; and
. the Second Party is agreeable to accepting o\\'flership and maintenance of said pipeline after
construction linstallation thereof. upbn the condition that said eonstructionlmstallation meets with its approval,
and further agrees to be bound by the terms of this agreement; and .
the Licensor is agreeable to granting permission to the Licensee to construct and maintain said pipeline
upon the terms and conditions as set forth herein.
NOWTIIEREFORE,ITISMUTUALLY AGREED BY AND BETWEEN TIIE PARTIES HERETO
AS FOLLOWS:
ARTICLE 1 - LICENSE FEE
Upo~ the execution of this Agreement, the First Party shall pay to thi: Licensor a liCense fee' of
THREE THOUSAND SEVEN HUNDRED THIRTY DOLLARS ($3,730.00) .
ARTICLE 2 - LICENSOR GRANTS RIGHT
In consideration of the 'license fee to be paid by the Licensee and in further consideration of the
covenants and agreements herein contained to be by the Licensee kept, observed and performed, the Licensor
hereby grants to the Licensee the right to construct and thereafter, during the telm hereof, to maintain and
operate one lO inch pipeline for transporting and conveying wastewater across Licensor's lrack(s) and property
(the "Pipeline") in the location shown and in conformity. with the dimensions and specifications indicated on
the print dated February 02, 2007 and marked Exhibit A, attached hereto and hereby made a part hereof.
Under no circumstances shall Licensee modify the use of the Pipeline for a purpose other than transporting and
conveying waste water, and the Pipeline shall not be used to convey any other substance, any fiber optic cable,
or for any other use, whether such use is currentlytecbnologicallypossible, or whether such use may come into .
existence during the life of this Agreement.
Gote Received:
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ARTICLE 3 - CONSTRUCTION. MAINTENANCE AND OPERATION
The grant of right herein made to the Licensee is subject to each and all of the terms, provisions,
conditions, limitations and covenants set forth herein and in Exhibit B, hereto attached.
ARTICLE 4 - 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.
The First Party agrees to be bound by this agreement for a period beginning as of the first date herein
written and will remain bound until the Second party gives written notice of acceptance of the
construction/installation of said pipeline to both the Licensor and the First Party.
Upon said written notice being given, the Second Party agrees to be bound by this agreement for a
period beginning on the date said written notice is given and shall remain bound until this agreement is
terminated as herein provided.
Within thirty (30) following construction/installation of the Pipeline or within One year from the date
first herein written, whichever occurs first, if the Second Party has not given notice of acceptance of the
Pipeline, and fails to give written notice to Licensor that it does not accept said pipeline, the Second Party by
its failure to give such notice shall be deem to have accepted the. Pipeline thereby relieving the First Party of
any further obligation under this agreement.
ARTICLE 5 - IF WORK IS TO BE PERFORMED BY CONTRACTOR
If a contractor is to do any ofthe work performed on the Pipeline (including initial construction and
subsequent relocation or substantial maintenance and repair work), then the Licensee shall require its
contnactor to execute the Licensor's form Contractor's Right of Entry Agreement. Licensee acknowledges
receipt of a copy of Contractor's Right of Entry Agreement and understanding its term, 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 6 - INSURANCE
A. Before commencement of the term of this Agreement and prior to any Pipeline construction, the
Licensee or Licensee's contractor (whichever entity will be performing the Pipeline construction work), at its
sole expense, shall provide to the Licensor the insurance binders, certificates and endorsements described in
Exhibit C, attached hereto and hereby made a part hereof.
B. Not more frequently than Once every two years, Licensor may reasonably modify the required
insurance coverage to reflect then-current risk management practices in the railroad industry and underwriting
practices in the insurance industry.
C. If the Licensee nan1ed in this Agreement is a public entity subject to any applicable statutory tort
laws, the limits of insurance described in Exhibit C 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
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D. All insurance correspondence shall be directed to: Folder No. i425-01, Union Pacific Railroad
Company, Real Estate Department, 1400 Douglas Street, MS 1690, Omaha, NE 68179.
IN WffNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date
first herein written.
UNION PACIFIC RAILROAD COMPANY
By: ~~
€)ANAGER - CONTRACTS
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e' ' OFFICIAL SEAL
"., SYlVIA SCHOONOVER
1,t<,/ NOTARY PUBUC ' OREGON
COMMISSION NO. 381676
MY COMMISSION EXPIRES AUG. 28, 2008
BREEDEN BROS., INC
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Title: ('-<""':'6
WITNESS:
WITNESS.
CITY OF SPRINGFIELD
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. OFFICIAL SEAL
TERESA J WHITE .
: i NOTARY PUBLIC. OREGON
-'." /' COMMISSION NO. 385682
MY COMMISSION EXPIRES OCT-16. 2008
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OFFIGE OF CITY AHORNEY
Date Received: 6 J 7 / (4-
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PL<CE ARROW INDICATING NORTH
b ',F<. 'T! ON. RELA T I VE TO CROSS I NG
FORM DR-O'O'-B
REV. 5-15-98
ENCASED NON-FLAMMABLE
PIPELINE CROSSING
SCALE
NOTE: All AVAILABLE DlMEN510NS MUST BE
FILLED IN TO PROCESS THIS APPLICATION.
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(':lEE NOTE 3 B ,1
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't. I.C.AIN JRA~k
~WEST FACE-EAsT BAC
I tlE5CRlBE flXEO OBJ(CT! TRE
{SEE NOTE 6J #N/
I DISTANCE ALONG TRACK FROM SECT I (If'( LINE CFlO$5IMOI
828 FT.
(NOTE: THIS, OIIo€NSION REOUIREO IN ALL C"'$ES.
.u LOCATlON5 NOT USINC StCTlOtIS, DISTANCE
TO A LEGAl.. 5.uAvO LINt IS REoutR(Q1
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I1r 89' 27' 06
(ANCL(OrCROSSIHG)
WALL' CL- VIruS LAN~
EL (OC5CFtlaE FIXED OBJECI}
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SL1tFACt
~I 50 FT. I' 0 FT. ,
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16 ~FT.
stAL CA!.INC
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5.2..FT.
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SEAL CASINC
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1: CARRIER PIPE
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5i.:..!iFT.
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5L6FT. I
109.2 FT.
109.2FT.
~OT[$ ; fClSltlC LENGTH IIH[N t.l(ASlIREO ALONe PIPEl[NE.'
II ALL HORIZONTAL OISrANI:E~ TO BE w.E"A)URtD AT Rlt.HT AH<iLE~ F~q, DF TRACt<..
21 C"~INC; TO El(JEt<<) &TOHO 1101( 'l OF TRACK AT RIOHT ANGLES THE GREATER OF 2D . 20 FT.. OR '0 Fr.,
AND B(TONt)-LlltlIT"or RAILROAD AICHT-OF-I'AT IF N[C[~SART TO PROVIDE PRCPER LOICTH OUTSIDE Of TRACK.
JI t,lIHllU.! OF '0' FR(N THE END OF IN( RAIUIOAO BRIDGE, 't or AJfV CULVUlT. OR FR()l,l ANY $WHCHIHC AREA.
. ofl SICNAL R(PRESEIHAnV( t.lUST BE PR(StENT lX.AINC INSTALLATION If'" RAILRoaD SICtW.~ ARE IN THt YICIHIlT OF CROSSING.
~\ ..l.LO....BLE f'"lXEO OBJECTS INCLUDE: aAC:UAUS OF BRIOCE'll" q, OF ROiD CROSSINGS 8 OV(RHtAO VlaGOers C C;IV( RO.f.O NAMtI, OR CUlVERTS.
61 CASING ANO CARRIER PIPE lAlSl BE PLACED A I,jIIHllol.lIIl OF 2 FEET BELOW THE EXISTING FI8ER OPnc CABlE. Af'n [~C"VUION REQUIRED _ITKlN
5 FEET Of HiE (XISTlf't(i FIBER OPTIC CABLE ItU5T BE HAND DUC.
Al IS PIPELINE CROSSING WITHIN DEDICATED STREET ?_____YES;~NO;
B I I F YES, NAME OF STREET N/ A
01 DISTRIBUTION LINE OR TRANSMISSION LINE X
CI CARRIER PIPE:
COMMOD I TY TO BE CONVEYED WASTE WATER
OPERATING PRESSURE 0 PSI BELL=lO.OO"
WALL THJCKNESS 0.2411 ;OIAMETER jMATERJAL PVC
EI CASING PIPE:
WALL THICKNESS 0.25" ;OlAMETER 1211 ;MATERIAL STEEL ;
NOTE :CASING MUST HAVE 2" CLEARANCE BETWEEN GREATEST
OUTSIDE DIAMETER OF CARRIER PIPE AND INTERIOR DIAMETER OF
CASING PIPE. WHEN FURNISHING DIMENSIONS, GIVE OUTSIDE OF
CARRIER PIPE AND INSIDE or CASING PIPE.
Fl METHOD OF INSTALLING CASING PIPE UNDER TRACKISI:
---K-ORY 80RE AND JACK (WET BORE NOT PERMITTED) ;
- TUNNEL ;, OTHER RR
GI WILL CONSTRUCTION BE BY AN OUTSIDE CONTAACTOR?~YES;---NO;,
HI DISTANCE FROM CENTER LINE OF TRACK TO NEAR FACE OF BORING AND'
JACKING PITS WHEN MEASURED AT RIGHT ANGLES TO TRACK 30'
II APPLICANT HAS CONTACTED 1-800-336-9193, (30' IolIN.)
U. P. COMMUNICATION DEPARTMENT" AND HAS DE.TERMINED FIBER
OPTIC CA8LE_DOES ;---,-OOES NOT EXIST, IN vrCINITY DF
WORK TO 8E PERFORMED. TICKET NO.
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EXHIBIT
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50 FT.
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TDMARCOLA.OR
IH~"'R(!)r Il.R HllI".
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50 FT.
STEEL CASING WALL
TH I CKNESS CHART
MINI~ OfANEf(R or
THICKNESS CASINv PIPE
.2500" 1/4- 12" OR Lf,5>5
..H2S~ 5/16" OVER 12..~IB.
.3750" 3/6" OVER I e"- 22"
.4:575" 7/16" OVER 22.~2e'
.5000" Ill" OVER 20"-3'"
. 562S" '9/16" OVER :H".42"
. 6250" 5/8" OVER 42"- 4.8"
OVER 4a" MUST BE
APPROVED BY R. R. co.
NOTE: THIS CHART 15 ONLY
FOR SMOOTH $TEEL C4S1Nv
PIPES WITH MINIMUM YIELO
STRENGTf{ OF 35,000 PSI.
FORMULA TO FIGURE CASINC
LENGTH WITH ANGLE OF
CROSSING OTHER THAN 9~
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UNION PAC1FIC RAILROAD
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ENCASED P:f'\:~"
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(fOE (!ol ton
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Itootor!:
CROSSING AT
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FILE NO. l.'ft,. 0 I DA TE ..-..-0,
WARNING
IN ALL OCCASIOltS, U. P. C0YIl..f0I1CAlIOH50
DEPARTt.E:fll t,tJST liE COIHACTED ltH.D\lANCE
Of" ANT WOAK fO OEJEflYlNE (lC!$ftNCE ANO
lOCATION OF fleER OPT Ie Cl8lt.
PwOHEll-800--336-91"
Date Received:
Planner: SH
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Form Approved. A VP Law
Updated 0712006
EXIDBIT B
Secti(m 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 alsa subject ta all outstanding superior rights (including those in favor of
licensees and lessees of the Licensar's'praperty, and others)"andthe right .of the Licensor to renew
and extend the same, and is made withaut covenant .of title or for quiet enjoyment.
Section .2.
CONSTRUCTION, MAINTENANCE AND OPERATION,
A. The Pipeline shall be constructed, .operated, mainrained,repaired, renewed, modified and/or
reconstructed by the Licensee in strict conformity with (i) Licensor's current standards and
specifications ("UP Specifications"), except for variances approved in advance in writing by the
Licensor's Assistant Vice President Engineering - Design; or his authorized representative; (ii)
such ather additional safety standards as the Licensor, in its sole discretion, elects to require,
including, withaut limitation, American Railway Engineering and Maintenance-of- W ay
Association ("AREMA") standards and guidelines (collectiVely, "UP Additional Requirements").
and (iii) all applicable laws, rules and regulations ("ulWS,i). If there is any'contlict between the
requirementS of any Law and the UP Specifications or the UP Additional Requirements, the most
restrictive will apply. .
B. All work performed on property of the Licensor in connection with the constructian,
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\\~th the constructian, maintenance, repair,
renewal, madification, relacation, reconstruction or removal of the Pipeline where it passes
underneath the raadbed and. track .or tracks of the Licensar, the -Licensee sbl..1I submino the
Licensor plans setting out the method and manner of handling the work, including the shoring and
cribbing, if any, required ta protect the Licensor's operations, and shall not proceed with the work
until < such plans have been approved by the Licensor's Assistant Vice President Engineering
Design, or his authorized representative, and then the work shall be done to the satisfaction .of the
Licensor's Assistant Vice President Engineering Design or his authorized representative. The
Licensor shall have the right, if it so elects, to provide such support as it may deem necessary' far
the safety of its track .or tracks during the time .of construction, maintenance, repair, renewal,
madificatian; relocation, recanstruction .or removal of the Pipeline, and, in the event the Licensor
provides such support, the Licensee shall pay ta the Licensor, within fifteen (15) days after bills
shall have been rendered therefare, all expenses incurred by the Licensar in connectian therewith,
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Date Received:
Planner: SH
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which expenses 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. .
Section 5.
REINFORCEMENT, RELOCATION OR REMOV AL OF PIPELINE.
A. The license herein granted is subject to the needs and requirements of the Licensor in the safe and
efficient operation of its railroad and in the improvement and use of its property. The Licensee
shall, at the sole expense of the Licensee, reinforce or otherwise modify the Pipeline, or move all
or any portion of the Pipeline to such new location, or remove the Pipeline from the Licensor's
property, as the Licensor may designate, whenever, in the furtherance of its.. needs and
requirements, the Licensor, at its sole election, finds such action necessary or desirable.
B. All the terms, conditions imd 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 al1 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, continuoWi and. uninterrupted. tlSe of the tracks,'
property and facilities of the Licensor, and nothing shall be done -or~ffered 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 systernsmay be buried on 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
during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday,
except for holidays) at 1.800.336.9193 (also a 24-hour, 7-day nwnber for emergency calls) to
determine if fiber optic cable is buried anywhere on the Licensor's premises to be used by the
Date Received:
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Licensee. If it is, Licensee will telephone the telecommunications company(ies) involved,
arrange for a cable locator, make arrangements for relocaiion or other protection of the fiber optic
cable, all at Licensee's expense, and will commence no work on the Licensor's property 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 ill any way by
Licensee's failure to comply \'\~th the provisions of this paragraph.
B. IN ADDITION TO OTHER INDEMNITY PROVISIONS IN TffiS AGREEME!'\'T, THE
LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD THE LICENSOR HARMLESS
FROM AND AGAINST ALL COSTS, LIABILITY AND EXI'ENSE WHATSOEVER
(INCLUDING; WITHOUT LIMITATION, ATTORNEYS' FEES, COURT COSTS AND
EXPENSES) 'CAUSED BY THE NEGLIGENCE OF THE 'LICENSEE, ITS
CONTRACTOR, AGENTS AND/OR EMPLOYEES, RESULTING IN (1) ANY DAMAGE
TO OR DESTRUCTION OF ANY TELECOMMUNICATIONS SYSTEM ON
LICENSOR'S PROPERTY, AND/OR (2) ANY INJURY' TO OR DEATH OF A!'\'Y
PERSON EMPLOYED BY OR ON BEHALF OF ANY TELECOMMUNICATIONS
COMPANY, AND/OR . ITS CONTRACTOR, AGENTS AND/OR EMPWYEES, ON
LICENSOR'S PROPERTY, EXCEPT IF SUCH COSTS, LIABILIXYOR EXPENSES
ARE CAUSED SOLELY BY THE DIRECT ACTIVE NEGLIGENCE OF THE
LICENSOR. 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 OTBER
CONSEQUENTIALDAMAGE..TO A TELECOMMUNICATION COMPANY USING
'LICENSOR'SPROPERTY'OR A CUSTOMER OR USER OF SERVICES OF THE
FIBER OPTIC CABLE ON LICENSOR'S PROPERTY. With respeet to the Seeond Party
the provisions of this Seetion 7B are limited by and subject to Oregon Law, the Oregon
Constitution and the Oregon "Re'i/ls.ed Statues, "Tort Aetions Against Pnblie Bodies" OR~
30.260 et seq. '
, Seetion 8. CLAIMS AND LffiNS FOR LABOR AND MATERIAL; TAXES.
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 hannless the Licensor against and from any and all liens, claims,
demands, costs and expenses of whatsoever nature in any way connected with or gromng out of
such work done, labor performed, or materials furnished.
B. The Licensee shall promptly payor discharge all taxes, charges and assessments levied upon, in
respect to, or on acc01mt 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 sllch 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 acc01mt 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 property. "
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Date Received:
Planner: SH
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Section 9. RESTORATION OF LICENSOR'S PROPERTY.
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In the event the Licensor authorizes the Licensee to take down any fence of the Licensor or in any
manner move or disturb any of the other property of the Licensor in connection with the construction,
maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Pipeline, then in
that event the Licensee shall, as soon as possible and at Licensee's sole expense, restore such fence and
other property to the same condition as the same were in before such fence was taken down or such other
property was moved or disturbed, and the Licensee shall indemnify and hold harmless the Licensor, its
officers, agents and employees, against and from any and all liability, loss, damages, claims, demands,
costs and expenses of whatsoever nature, including court costs and 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 afor .arises frOlii the taking down of any
fence or the moving or disturbance of any other property of the Licensor.
Section 10. INDEMNlTY.
A. 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, !\cticins, causes of action, penalties,
costs, and expenses of whatsoever nature, including court costs and attorneys' 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/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 AJI<'D IN CONSIDERATION OF THE LICENSE AND
PERMISSION HEREIN GRANTED, THE LICENSEE AGREES TO INDEMl\'IFY,
DEFEND AND HOLD HARMLESS THE LICENSOR FROM ANY LOSS WHICH IS
DUE TO OR ARISES FROM:
1. THE PROSECUTION OF ANY WORK CONTEMPLATED BY THIS A.GREEMENT
INCLUDING THE INSTALLATION, CONSTRUCTION, MATh'TENANCE, REPAIR,
RENEWAL, MODIFICATION, RECONSTRUCTION, RELOCATION,. DR REMOVAL OF
THE PIPELINE OR ANY PART THEREOF;
2. THE PRESENCE, OPERATION, OR USE OF THE PIPELINE OR CONfENTS ESCAPING
THEREFROM; OR
~ LICENSEE'S BREACH OF THIS AGREEMENT. EXCEPT WHERE TIm LOgg IS
C"_USE>> BY TIlE gOLE DIRECT NECUCENCE OF THE LICENgOR, :\.$ >>ETERUINED
IN :. ~rAL .JUIlCMENT BY A COURT OF COllfi'ETEPI'T JURISDICTION, IT BEINC
'T'm;> INTENTImr OF TnTi' PARTIEg TKAT TDEA.J:lQYE .~Ell.~TITY '.'!Ili.
O'T"\T[;'RWIgE f'\l'PLY TO LOgSEg C.'\.UgED BY (}R :\RIgINC FROM, IN- 'WHOLE OR ~r
P!.RT, LICENSOR'S NECUCENCE,
C. This indemnification is subject to the Oregon Comparative Negligence statue O.R-S. 31.600
etseq
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C)c:te Received:
Planner: SH
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D. With respect to the Second Party the provisions of this Section 10 'are limited by and subject
to Oregon Law, the Oregon Constitution and the Oregon Revised Statues, "Tort Aetious Against
Public Bodies" ORS 30.260 et seq.
Section 11. REMOVAL OF PIPELINE UPON TERMINATION OF AGREEMENT.
Prior to the termination of this Agreement howsoever, the Licensee shall, at Licensee's sole '
expense, remove the Pipeline from those portions of the property not occupied by the roadbed and track
or tracks of the Licensor and shall restore, to the satisraction 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 fails to do the foregoing, 'the Licensor may, but is not obligated, to perform such work of
removal and restoration at the cost and expense of the Licensee, 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 iri 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.
Section 13. TERMINATION.
A. If the Licensee does not use the right herein granted or the Pipeline for one (I) year,' or if the
Licensee continues in default in the performance of any, covenant or agI:Cement herein contained
for a period of thirty (30) days after written notice from th~Licensor 10 the Licensee.speciJying
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 ofl;lW, or otherWise, without such consent in writing, shall be absolutely void and, at the option
of the Licensor, shall terminate this Agreement.
Date Received:
Planner: SH
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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.
Date Received:
Planner: SH
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Fonn Approved, A VP-uw
Upd.ted 0812006
EXHIBIT C
Union Pacific Railroad
Insurance Reauirements
Licensee shall, at its sole cost and expense, (except for Railroad Protective Liability Insurance required in
Paragraph D), procure and. maintain in effect during the term of this Agreement the following insurance
coverage. Licensee shall procure and maintain, or cause to be procured and maintained by its contractor,
at its sole cost and expense, Railroad Protective Liability Insurance coverage described in ParagraphD
during any period of construction, maintenance, repair or reconstruction work.
A. Commercial General Liabilltv insurance. Commercial general liability (CGL) with a limit of
not less than $2,000,000 each occurrence and an aggregate limit of not less than $4,000,000. CGL
insurance must be .written on ISO occurrence form CG 00 01 12 04 (or a substitute fonn providing
equivalent coverage).
The policy must also contain the. following endorsement, which must he stated on the certificate
of insurance:
. Contractual Liability Railroads ISO fonn CG 24 1710 0 1 (or a substitute form providing
. equivalent coverage ) showing "Union Pacific Railroad Company Property" as the Designated
Job Site.
B. Business Automobile Covera!!e insurance. Business auto coverage written on ISO form CA 00
01 (or a substitute form providing equivalent liability coverage) with a combined single limit of not less
$2,000,000 for each accident.
The policy must contain the following endorsements, which must he stated on the certificate of insurance:
. . Coverage For Certain Operations In Connection With Railroads ISO form CA 20 70 10 01
(or a substitute form providing equivalent coverage) showing "Union Pacific Property" as the
Designated Job Site.
o Motor Carrier Act Endorsement - Hazardous materials clean up (MCS-90) if required by
law. .
c. Workers Compensation and Emplovers Liabilitv insurance. Coverage must include but not be
limi ted to:
o Licensee's and/or Licensee's contractor's statutory liability under the workers' compensation
laws of the state where the Wireline is located.
. Employers' Liability (part B) with limits of at least $500,000 each accident, $500,000 disease
policy limit $500,000 each employee.
If Licensee, and/or Licensee's contractor, is self-insured, evidence of state approvaT'and exce.ss-woikers
compensation coverage must be provided. Coverage must 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.
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Date Received:~~
. Planner: SH
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The policy must contain the following endorsement, which must be stated on the certificate of insurance:
. Alternate Employer endorsement ISO fonn WC 00 03 01 A (or a substitute form providing
equivalent coverage) showing Railroad in the schedule as the alternate employer (or a '
substitute fonn providing equivalent coverage),
D. Railroad Protective Lial:lilitv insurance. Railroad Protective Liability insurance written on ISO
occurrence form CG 00 35 12 04 (or a substitute form providing equivalent coverage) 011 behalf of
Licensor as na111ed i11sured, with a limit of 110t less than $2,000,000 per occurrence and an aggregate of
$6,000,000. A binder stating the policy is in place must be submitted to Licensor before the work may be
commenced and until the original policy is forwarded to Licensor.
E. :Umbrella or'E~cess insurance. If Licensee, and/or Licensee's contractor,.utilizes wnbrella or
excess policies, these policies must "follow form" and afford no less coverage than the primary policy.
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Other Requirements
F. All policy(ies) required above (except worker's compensation and employers liability) must
include Lic-'"11sor as "Additional Insured" using ISO Additional Insured Endorsements CG 20 26, and CA
20 48 (or substitute forms providing equivalent coverage). The coverage provided to Licensor as
additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 26, ,
and CA 20 48 provide coverage for Licensor's negligence whether sole or partial, active or passive, and
shall not be limited by Licensee's liability under theindenmity provisions of this Agreement.
G, Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate
of insurance), unless the law governing this Agreement prohibits all punitive damages that might a..-ise
under this Agreement.
H. Licensee waives all rights of recovery, and its insurers also waive all rights of subrogation of
damages against Railroad and its agents, officers, directon; and employees. This waiver'must bo stated on
the certificate of insurance.
L Prior to commencing any work, Licensee, and/or Licensee's contractor, shall furnish Licensor
with a certificate(s) of insurance, executed by a duly authoriZed representative of each insurer, showing
compliance with the insurance requirements in this Agreement. ,
J. AU insurance policies must 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, a..'ld authorized to do
business in the state in which the Utility is located.
K. The fact that insurance is obtained by Licensee, and/or Licensee's contractor, or by Licensor on
behalf of Licensee, and/or Licensee's contractor, will not be deemed to release or diminish the liability of
Licensee, including, without limitation, liability under the indenmity provisions of this Agreement.
Damages recoverable by Licensor from Licensee or any third party will not be limited by the amount of
the required insurance coverage.
D;,te Received:
Planner: SH