Ordinance No. 8,571990422 -7
ORDINANCE NO. 8571
® AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER
AND THE CITY CLERK OF THE CITY OF BAYTOWN TO EXECUTE AND
ATTEST TO A CONTRACT WITH UNION PACIFIC RAILROAD COMPANY
REGARDING CONSTRUCTION OF I -10 SANITARY SEWER EXTENSION;
AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL, OF THE CITY OF BAYTOWN, TEXAS:
Section 4: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager and the City Clerk of the City of Baytown to execute and attest to a contract
with Union Pacific Railroad Company regarding construction of I -10 Sanitary Sewer Extension. A
copy of said contract is attached hereto, marked Exhibit "A," and made a part hereof for all intents
and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City
of Baytown this the 22nd day of April, 1999.
x� �-
PETE C. ALFARO, Mayor
ATTEST:
EIL.EEN P. HALL, City Clerk
APPROVED AS TO FORM:
I.-Mern" U631-151 I ill 3W
0 d:kIhIG3\ Council\ Ordinances \\UnionPacificContractOrdinance .doe
® PL X 940206
Form Approved, AVP -Law
Folder No: 1735 -47
REVISED
PIPELINE CROSSING
AGREEMENT
Mile Post: 25.46, Baytown Branch
Location: Baytown, Harris County, Texas
THIS AGREEMENT is made and entered into as of December 3, 1998, by and between UNION
PACIFIC RAILROAD COMPANY, a Delaware corporation (hereinafter the "Licensor "), and CITY
OF BAYTOWN, a Texas municipal corporation, whose address *is PO Box 424, Baytown, Texas 77522-
0424 (hereinafter the "Licensee ").
IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS:
Article I. LICENSE FEE
Upon execution of this Agreement, the Licensee shall pay to the Licensor a one -time license fee
of TWO THOUSAND DOLLARS ($2,000.00).
Article 11. ADMINISTRATIVE HANDLING CHARGE
Upon execution and delivery of this Agreement, the Licensee shall pay to the Licensor an
administrative handling charge of ONE THOUSAND DOLLARS ($1,000.00) for clerical,
administrative and handling expense in connection with processing this Agreement.
Article M. 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
27.63" sewage pipeline crossing (hereinafter the "Pipeline ")
in the location shown and in conformity with the dimensions and specifications indicated on the attached
print dated November 10, 1998, 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.
EXHIBIT A
® Article IV. 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 V. 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 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. SPECIAL PROVISIONS — NONE
If the Licensee, its contractors or subcontractors men or equipment operate within 25 feet of the
centerline of the nearest track, a Railroad flagman will be required at the Licensee's expense. Licensee
must arrange with Manager of Track Maintenance for the flagman.
Article VIII. AMENDMENTS TO EXMBIT B
Sections 2(c), 5(a), 6, 8(a), 9, 10(b) 11, and 13(b) of Exhibit B, hereto attached, are hereby
amended to read as follows:
Section 2 CONSTRUCTION, MAINTENANCE AND OPERATION
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 the 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 thirty (30) days af1cr bills shall have been
® rendered therefor, all expense incurred by the Licensor in connection therewith, which
expense shall include assignable costs.
® 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.
Section 6 NO INTERFERENCE WITH LICENSOR'S OPERATION
The Pipeline and all parts thereof with 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 8 CLAIMS AND LIENS 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.
Section 9' RESTORATION OF LICENSOR'S PROPERTY
In the event the Licensor authorizes the Licensee to take down any fence of the Licensor
or in any manner move or disturb any of the other property of the Licensor in connection
with the construction, maintenance, repair, renewal, modification, reconstruction,
relocation or removal of the 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.
Section 10(b) As a major inducement and in const&r tion of the license and permission herein granted,
the Licensee agrees to-iffdemmni- "nd hold harmless the Licensor from any Loss up to the
amount of $1,000,000 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
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.
0 Section 11
0
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 satisfaction of the
Licensor, such portions of such property to as good as condition as they were in at the
time of the construction of the Pipeline. If the Licensee fails to do the foregoing, the
Licensor, after giving 90 days' written notice to the Licensee of its intent to do so and
affording the Licensee an opportunity to remove the line within the 90 days, 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 or 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 13 (b) This section can be deleted but there is an additional charge of $500.00 for the pipeline
crossing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the date first herein written.
WITNESS
K4
UNION PACIFIC RAILROAD COMPANY
Manager Contracts
CITY OF BAYTOWN
Title
PLACE ARROW INDICATING NORTH
DIRECTION RELATIVE TO CROSSING
4
NO SCALE
N—TO W
i NEAREST R.R. TOVNI
y�
�46��q
a ' a& df � T.
. 42 FT.=
(SEE NOTE 3 4 5)
a
MAIN TRACK
s
fe \_ FT-a��
(DESCRIBE 1XED Ga.�ECr
(SEE NOTE 5)
FORM OR -0404-
REV. 10 -10-9;
ENCASED NON--FLAMMABLE
PIPELINE CROSSING
NOTE] ALL AVAILABLE DIMENSIONS MUST BE
FILLED IN TO PROCESS THIS APPLICATION.
® RR'S R/W
JmFT. (�
FT.
(SEE NOTE 3 1 5) 2 5 FT.
MN�
(ANGLE OF CROSSING) ti )NEAREST R.R. TONN:
Cg
)DISTANCE ALONG TRACK FROM SECTION LINE CROSSING)
2�y\ y1 3 __ .
y�'
(NOTE- THIS DIMENSION REOU IRED IN ALL CASES.
AT LOCATIONS NOT USING SECTIONS. DISTANCE
TO A LEGAL SlAVEY LINE IS REOUIREO)
M;
pESCR16F F1xED 00.IECr
(SEE NOTE 5)
Z.F'T. I. ISFT. FT. -
I
oAa,ND
M(N. DIST I DACE
(SEE NOTE i)
�vmwArr �
f
113
ME
S Fi
CAS 1 NO
( +.S F MIA1.)
(20 FT., MAIL.) &T - ` SEAL CASING
VCASING PITEI(SEE NOTE 4) (3 Fi1M141.) f
I
I
j O (S FT.—
-!!YP- FT.
I
I
y yFT.
®1
I SO FT.
NdTES (CASING LENGTH VNEN MEASURED ALONG PIPELINE.)
T 1 ALL HORIZOMTAL D13T.TCtS TD BE NEASUED AT RIOT ma0-fS FROM E OF TTMCK.
21 CASINO TO EXTEND MOND THE f OF TMOC AT RIGHT mGLCs TIE r7EATTJA OF m - a FT.. an 34 FT..
AND OETON O LIMIT OF MILRDM RIONT•OF•wT IF m CCESSART TO PROYME PRYER LZMTH OUTSIDE OF TRACK.
31 M1NI T[ Hum OF 5e• F110M T D0 OF ANY RAILROAD BRIODE. C OF PMT CULVERT. OR n" 0- SWITCHIN4 AREA.
s1 SIC+aL FEPRESEWTATIK muST BE MESENT DURING INSTALLATION IF f%^IUtOA0 SIONPLS ARE IN THE vICINITT OF CROSSING.
S) ALLOV44OU FIXED OOZECTS INCLUDE• DAOCVAtls OF ORIOOESI L OF MAO CROSSINGS L OYE*EAO TIOZLCTS mO1vE ROAD ►wEl. DR CI.LVERTS.
61 CASINO AAO CARRIER ►IPt "JST K FLACED A MINIMum OF 2 FEET EELOv THE EXISTING FIOER OPTIC CA6LE. ANY fXCAVATION REOUIRED vI MIN
S FELT OF THE EXISTING FIKR OPTIC CA1;f MUST BE MID DUO.
a) IS PIPELINE CROSSING WITHIN DED[CATE STREET ?_J9-.YES1_ EA'-110l
3) IF YES. NAME OF STREET 1.4 ,�
)) DISTRIBUTION LINE OR TRANS4ISSION LINE X
;) CARRIER PIPE 1
COMMODITY TO BE CONVEYED SP mil AA P,
OPERATING PRESSURE S I A(t wo *QL4c" t
WALL THICKNESS 0L5BA"_0IAHETER 'Z,HATERIAL _per
,
_) CASING PIPE I ob a (3t1
WALL THICKNESS 0.54Z5 ,DIAMETER 3` " ,MATERIAL 2srs)1lclra F
NOTE 1CASING MUST HAVE 2' CLEARANCE BETWEEN GREATEST
OUTSIDE DIAMETER OF CARRIER PIPE AND INTERIOR DIAMETER OF
KASING PIPE. WHEN FURNISHING DIMENSIONS, GIVE OUTSIDE OF
AR RIER PIPE AND INSIDE OF CASING PIPE.
F) METHOD OF INSTALLING CASING PIPE UNDER TRACK(S),
DRY BORE AND JACK (WET BORE NOT PERMITTED) m
_TUNNEL 1 OTHER
G) VIL L CONSTRUCTION BE BY AN OUTSIDE CONTRACTOR? X ES,—NON
H) DISTANCE FROM CENTER LINE OF TRACK TO NEAR FACE OF BO fG AND
JACKING PITS WHEN MEASURED AT RIGHT ANGLES TO TRACK JO
11 APPLICANT HAS CONTACTED 1-800-336-9193. 1 ]a M'.'. )
U. P. COMMUNICATION DEPARTMENT. AND HAS DETERMINED FIBER
OPTIC CABLE DOES m K nnrc mnT N EXIST IN VICINITY OF
3- FT.
STEEL CASING MALL
THICKNESS CHART
MINIMM I OIA)ETER [
THICKNESS CASING PIT
.3125'
5/16'
OVER 12• -1
.3758•
3/8'
OVER 18• -:
.4375'
7/16'
OVER 22' -2
.5800'
1/2'
I
OVFR 28'-
-5625'
9/16'
OVER 34'-
.6250'
5/8'
OvER 42' --o
OVER 4e' MUST BE
APPROVED BY R. R. CO.
NOTE- THIS 0,"T IS ON
FOR SHWTH STEEL CASII,
PIPES WITH MINIMW YIE'
STR£NOTH OF 33.000 PS:
FORMJLA TO FIGURE CASim
LENGTH WITH ANGLE OF
CROSSING OTHER THAN 90'
SIN
�` e
m'4 HIN.01�
INOTC I:
EXHIBIT "A"
ITVm AwlLAm d NS[ 0.1.1
PACIFIC RAILROAD CO.
rowol.o,Iw
M.P E. S. cl-iL -F4 h
ENCASED Sewy4�o iP/L CROSSING A-
, _ry xa S
4.P Sr C1rr1 rrr rtr.rtl
of
RR FILE N0. 23�� DATE %L!o'_g_
W A R N I N G
IN ALL OCCASIONS. U. P. CON"r•+ICATIb+S
OEPARTNENT NQST GC CDmTACT[O IN Aav,.,a
M AHT vCM TO DETERMINE ExISTENCE A+O
LOCATION OF FlKQ OPTIC CAILE,
PL X 980112
Form Approved, AW -Law
E MIT B
Section 1. EDAUATION AND SUBORDINATION OF RIGHTS Gam.
(a) The foregoing grout of right is subject and subordinate to the prior and continuing right and obligation of the licensor tc
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 arty 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 licensoes property, and others) and the right of the licensor to renew and extend the solve, and is made without covenant of
title or for quiet enjoyment. J
Section 2. CONSTRUCTION. MAINTENANCE AND OPERATION. SEE ARTICLE
(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 port hereof. except as may be
modified and approved by the licensors 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.
( Prior to the commencement of cmy work in connection with the construction, maintenance, repair, renewal, modific
relocatio onstructi on or removal of the Pipeline where it passes undern eath the roadbed and track or trac censor,
the licensee sh it to the licensor plans setting out the method and manner of handling the uding the shoring and
cribbing, it any, requir otect the Licensor's operations, and shall not pros a work until such plans have been
approved by the Vice President - ring Services of the licensor _ e work shall be done to the satisfaction of the Vice
President - Engineering Services or his out repre o e Licensor shall have the right, if it so elects, to provide such
support as it may deem necessary for the 4 or tracks during the time of construction, maintenance, repair, renewal,
modification, relocation, rP ion or removal of the . e, =cL in the event the licensor provides such support, the
Licensee sh a Licensor, within fifteen 05) days oft bills sh been rendered therefor, all expense incw-red by the
or in connection therewith which expense shall include all assignable
(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.
ed r • • u�u!�l� yxu��V • • i .
If on 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.
Al such work sholl be prosecuted diligently to completion.
The Licensee shall bear the entire cost and expense incurred in connection with the construction, maintenance, repair
end 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, flogging, or otherwise.
plx.cxb Pagc I o(4 Exhibit B
PL X 980112
Form Approved, AYP -Law V111
Section 5. O RFa4 V SEE ARTICLE
® ( ease herein granted is subject to the needs and requirements of the licensor in the operati
in the improvement on and the Licensee shall, at the soh- ensee, reinforce the Pipeline, c
move all or any portion of the Pi ZIEFegcensor may designate, whenever, in the furtherance of it
s, a I Ijcensor shall find such action necessary or e .
(b) All the terms, conditions and stipulations herein expressed with reference to the Pipeline on property of the Licensor it
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. J /
6. NO II�ITERFERENCE WITH LICENSOR'S OPERATION. SEE ARTICLE
The Pipeline and f within and outside of the limits of the property of the licensor shall be
at all times, maintained repaired, renewed an in such manner a w soever with the constant
continuous and uninterrupted use a licensor, and nothing shall be done or suffered to be
any time that would in any manner Impair the safety
• - •fir y • • Qi: 7ti • ' : % '1IM�u
(a) Fiber optic cable systems may 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 at 1- 800-336 -9193 (a 24 -hour number) to determine if fiber optic cable Is buried
anywhere on the Lccensor's premises to be used by the Licensee. If it is, Licensee will telephone the telecommunications
cornpany(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.
in addition to other indemnity provisions in this Agreement, the Licensee shall indemnify and hold the licensor
from and ag liability and expense whatsoever ( including, without limitation, attorneys' fees, co expenses)
caused by the negligence o is contractor, agents and/or employees, resul ' y damage to or destruction
of any telecommunications system on licenso s or (2) any in' of arty person employed
by or on behalf
of any telecommunications company, and/or its contractor, a A I ees, on L.icensor's property, except if such costs.
liability or expenses are caused solely by the ve negligence of the Licenso . er agrees that it shall not have
or seek recourse against Lice y claim or cause of action for alleged loss of profits or reven service or other
consequential o a telecommunication company using Licensor's property or a customer or user of services o
e an Licensoe's property.
Section 8. CUUMS AND DENS FOR LABOR AND MAMIAI - TAXES. SEE ARTICLE V /'
The Licensee shall fully pay for all materials joined or affixed to and labor performed upon property of the
connection traction, maintenance, repair, renewal, modification or reconstruction all not permit
or suffer any mechanic's or s lien of any kind or natur against the property for any work done or
materials furnished thereon at the instanc n all of the licensee. The licensee shall indemnify and hold
harmless the Licen om any and all liens, claims, osts and expenses of whatsoever nature in any way
wr or growing out of such work done, labor performed, or materi s
(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 tax change 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
plx.cxb Pagc 2 o(4 Exhibit B
0
:t
•
PL X 990112
Farm Approvcd, AVP -1-aw
with the entire value of such property.
Section 9. RFiS`f'ORATION OF UCENSOR'S PROP SEE ARTICLE V' I 1
nt the licensor authorizes the licensee to taste down any fence of the licensor or in any manner move or
any of the other of the' licensor.- in connection with the construction, maintenance, repair, r ication
reconstruction,. relocation or of the Pipeline, then in that event the licensee shall, a possible and at Licensee':
sole expense, restore such fence an operty to the same condition as re in before such fence was taken down
or such other property was moved or distur the Llc indemnify and hold hcQrriless the licensor, its officers,
agents and employees, against and from damages, claims, demands, costs and expenses of whatsoever
�nature, includi��pe�wha�tsoever. lees, which may re t to or death of persons whomsoever, or damage tc
ss or des when such injury, death damag or destruction grows out of or arises from the
o disturbance of any other property of the
Section 10. IND .
(a) As used in this Section, 'licensor' includes other ruilroad companies using the Licensoes 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 atlomeys' fees, which may result
from: (a) injury to or death of persons whomsoever (including the Llcensoes 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), _ , I J'
As a major inducement and in consideration of the license an$ rein grantedthe Licensee a
demnify !d harmless the Licensor from any Loss which is due to or arises from:
The prosecutbm.Qf any work contemplated by this Agree u g the installation, construction
maintenance, repair, modification, reco relocation, or removal of the Pipeline or cmy port
thereof: or
2. The pres ration, or use of the Pipeline or c s escaping therefrom.
the extent that the Loss is caused by the sole and direct negligence of the Lice
ti - - : 71rr • • •,• !.� i`• ► r�r: LLII r • ► • : ��l�Lr
Prior to the termination of this Agreement howsoever, the Licensee shall, at Licensee's sole expense, remove the
Pipeline from those portions of the property not occupied by the roadbed and track or tracks of the Licensor and shall restore, to
the satisfaction of the Licensor, such portions of such property to as good a condition as they were in at the time of the construction
of the Pipeline. 11 the Licensee foils 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 arty
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.
ed 2!1 • %
•
•
PL X 980112
Form Approved, AVP -Law
Section 13. TTFRM[NATLON.
SEE ARTICLE
(a) if the licensee does not use the right herein granted or the Pipeline for one (1) year, or if the licensee continues in defau
in the performance of any covenant or agreement herein, li contained for a period of thirty (30) days after written notice from th-
licensor to the Licensee specifying such default, the licensor may, at its option, forthwith immediately terminate this Agreemer.
by written notice.
addition to the provisions of subparagraph (a) above, this Agreement may be terminated
either party a other on' an date ' on p) days subsequent to the date
(c) Notice of default and notice of termination may be served personally upon the Licensee or by mailing to the last knovn
address of the Licensee. Termination of this Agreement for. any reason shall not affect any of the rights or obligations of the pantie:
hereto which may have accrued, or liabilities, accrued or otherwise; which may have arisen prior thereto.
• y ipf X1710 • • : M
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.
pl.x.cxb
Page 4 o(4
Exhibit 4