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1992-041-RES WHEREAS, constructing a S.W. from West and, the City of Paris is in the process of Twelve Inch (12") RESOLUTION NO. 92-04l WHEREAS, constructing a S.W. from West and, the City of Paris is in the process of Twelve Inch (12") Water Main Along 1st Street Kaufman to West Hearne in the City of Paris; WHEREAS, it is necessary for Mid-Michigan Railroad, Inc., to Agreement Crossing for said project; the enter and, City of Paris and into a Pipeline WHEREAS, the form of agreement for the Agreement Crossing attached hereto as Exhibit A, approved, and the City Manager, Michael E. Malone, authorized to execute the same; NOW, THEREFORE, Pipeline should be should be BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that the form of the Pipeline Agreement Crossing attached hereto as Exhibit A, is hereby approved; and, BE IT FURTHER RESOLVED, that the City Manager of the City of Paris, Michael E. Malone, be, and he is hereby authorized and directed to execute on behalf of the City of Paris the Pipeline Agreement Crossing in the form shown in Exhibit A attached hereto. Passed and adopted this 8th day of June, 1992. 4 ~ o~her, Mayor ATTEST: Mattie City APPROVED AS TO FORM: ,~. . .::::-~-- . City Attorney 0636n PL X 900815 Form Approved, AVP-Law TNE-92050l PIPELINE AGREEMENT CROSSING Mile Post TNE-91.l6-WLX At Paris, Texas Paris Yard THIS AGREEMENT is made and entered into as of the 26th day of May, 1992, by and between the TEXAS NORTHEASTERN DIVISION, MID-MICHIGAN RAILROAD, INC., (hereinafter the Licensor) and the CITY OF PARIS, a municipal corporation (hereinafter the Licensee), mailing address P. O. Box 9037, Paris, TX 75461-9037. "RECITALS": This License Agreement is made pursuant and subject to and in accordance with that certain Lease Agreement dated March 2, 1990 (hereinafter the "Prior Lease") between Missouri Pacific Railroad Company and Mid-Michigan Railroad, Inc. IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Article 1. LICENSE FEE. Upon the execution of this Agreement, the Licensee shall pay to the Licensor a license fee of two thousand & no/100 dollars ($2,000.00). Article 2.. LICENSOR GRANTS RIGHT. In consideration of the license fee to be paid by 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 a 12 inch PVC Water pipeline (hereinafter the Pipeline) in the location shown and in conformity with the dimensions and specifications indicated on the attached Print dated May 26, 1992, marked Exhibit "A". 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. EXHIBIT A -.. , 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. Article 5. 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 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 6. INSURANCE. A. The Licensee, at its expense, shall obtain and keep in effect during the term of this Agreement the insurance described in Exhibit A-1, hereto attached. The Licensee will also provide to the Licensor a .Certificate of Insurance issued by its insurance carrier confirming the existence of such insurance and that the. policy or policies contain the following endorsement: The Texas Nor~heastern Division, Mid-Michigan Railroad, Inc., 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 Water Pipeline located on Railroad right of way at Milepost TNE-91.16-WLX at Paris, Lamar County, Texas. B. If the Licensee named in this Agreement is a public entity subject to any applicable statutory tort laws, the limits of insurance described in Exhibit A-1 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. C. All insurance correspondence shall be directed to: Rail Properties Group, 3500 Oaklawn Ave., Suite 400, Dallas, TX 75219. ARTICLE 7. LICENSEE'S ACKNOWLEDGEMENT OF PRIOR LEASE. The Licensee under this License Agreement acknowledges, confirms and agrees that this License Agreement is made pursuant and subject to and in accordance with the aforesaid Prior Lease " " Agreement that is referenced in the "Recitals. above. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in triplicate as of the date first herein written. TEXAS NORTHEASTERN Drv:tSION, MID-MICHIGAN RAILROAD, mc. By: General Manager CITY OF PARIS By: Title: Michael E. Malone, City Manager - EXHIBIT A-I Right of Entry Agreement Insurance Requirements Licensee shall, at its own sole cost and expense, procure the following kinds of insurance and promptly pay when due all premiums for that insurance. If it so elects, Railroad shall have the right to obtain such insurance and Licensee shall promptly reimburse Railroad for that expense. The following insurance shall be kept in force during the life of this Agreement: General Public Liability insurance providing bodily injury, including death, personal injury and property damage coverage with a combined single limit of at least $2,000,000 each occurrence or claim and a general aggregate limit of at least $4,000,000. This insurance shall provide Broad Form Contractual Liability covering the indemnity provisions contained in this Agreement, Underground hazard, Products-Completed Operations with products-completed operation aggregate of at least $2,000,000, a separate general aggregate for the project (ISO Form CG 25 03 or equivalent), Broad Form Property Damage, severability of interests and name Railroad as an additional insured with respect to all liabilities arising out of Licensee's obligation to Railroad in the Agreement. If coverage is purchased on a "claims made" basis it shall provide for at least a three (3) year ext~ded reporting or discovery period, which shall be invoked should insurance covering the time period of this Agreement be canceled. Automobile Public Liability insurance providing bodily injury and property damage with a combined single limit of at least $2,000,000 each occurrence or claim. This insurance shall provide contractual liability by endorsement ISO Form CA 00 25 or equivalent covering all motor vehicles including hired and non-owned, mobile equipment to the extent it may be excluded from general liability insurance, severability of interests and name Railroad as an additional insured with respect to all liabilities arising out of Licensee's obligation to Railroad in the Agreement. Worker's Compensation insurance covering the statutory liability as determined by the compensation laws of the state(s) affected by this Agreement and Employers' Liability. Also compliance with all laws of states which require participation in their state workers' compensation fund. Railroad Protective Liability insurance naming Railroad and any railroad operating over its tracks as insured , , with a combined single limit of $2,000,000 per occurrence with a $6,000,000 aggregate. The policy form shall be AAR-AASHTO with broad form coverage for "Physical Damage to Property" (ISO Form GL 00 30) or as revised ISO-RIMA (Form CG 00 35) and include pollution arising out of fuels and lubricants brought to the job site (ISO Form CG 28 31 or equivalent). If the Lloyd's, London policy form is used, limits shall be $3,000,000. per occurrence with a $9,000,000 aggregate and the Extended Claims Made Date shall be determined by adding the length of the original policy period plus one year to the policy expiration date. The Licensee hereby waives its right to subrogation, as respects the above insurance policy (ies ), against Railroad for payments made to or on behalf of employees of Licensee or its agents and for loss of its owned or leased property or property under its care, custody and control while on or near Railroad's right-of-way or other real property. Licensee's insurance shall be primary with respect to any insurance carried by Railroad. Licensee shall furnish to Railroad certificate (s) of insurance evidencing the required coverage and endorsement (s) and upon request a certified duplicate original of any of those policies. The insurance company (ies) issuing such policy(ies) shall notify Railroad in writing of any material alteration including any change in the retroactive date in any "claims-made" policies or substantial reduction of aggregate limits, if such limits apply, or cancellation thereof at least thirty (30) days prior thereto. The insurance policy(ies1 shall be written by a reputable insurance company or companies .acceptable to Railroad or with a current Best's Insurance Guide Rating of B and Class VII or better. Such insurance company shall be authorized to transact business in the state(s) affected by this Agreement. ",..:.. -.~ - ." l~' " -:- ,:.~~... 1 CU -,. ;x- ;:-. :::J ~< .-.'. ..' ::0 CU. - 'c-,', - ..i~~ . .~., .. .~:. .:.i,. ':'; ;.... .:/. Q) ;::;, . ,. 1':0 "~"- .. ".. ..,. :","" f").. 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