11-Move to approve a resolution authorizing the execution of a lease with the City of Paris and Union Pacific Railroad Co.CITY COUNCIL AGENDA ITEM BRIEFING S
EET
Submittal Date:
Originating Department:
Presented By:
Age
da Item No.:
04/20/10
Engineering, Planning &
Shawn Napier, P.E. Director
f
Council Date:
Development
Engineering, Planning
11.
04/26/10
Develo ment
RECOMMENDED MOTION:
Move to approve Resolution authorizing the execution of a lease with the
ity of
aris and Union
Pacific Railroad Company for a 0.704 acre tract of abandoned railroad right-of-
ay loc
ted in the 1100
block of West Sherman Street.
POLICY ISSUE(S):
Lease
BACKGROUND:
Union Pacific railroad has offered to lease this 0.704 acre tract of land to the Cit
of Par'
for no fee.
This section of abandoned railroad will hopefully one day be the northern route
r the Ti
-ail de Paris
and/or Safe Routes to School that will extend all the way to Leon Williams Park.
BOARD/COMMISSION RECOMMENDATION:
EXHIBITS:
Resolution and Location map
ACTION:
BUDGET INFO:
❑ Financial Report ❑ Minute Order
Expense
$
❑ Department Report ~ Resolution
Budgeted Amt.
$
❑ Presentation ❑ Ordinance
y'I'D Actual
$
❑ Public Hearing ❑ Other
Acct. Name
Acct. Number
FISCAL NOTES:
REVIEWED AND APPROVED BY:
Z Administration Z City Clerk ❑ Community Development ❑ EMS/IT
❑ Fin
nce ❑ Fire
❑ Municipal Court Z Legal ❑ Library ❑ Police 0 Eng./Public Works
❑ U
lities
City of Paris
Revised 2/04/08
' 80
..i
DRAFT
atto rney\reswork\current\ Union P cific-Sher an St. Lease Res
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PA IS, TE
APPROVING AND AUTHORIZING THE EXECUTION OF A Ll
AGREEMENT BETWEEN THE UNION PACIFIC RAILROAD COM ANY .
THE CITY OF PARIS, TEXAS, FOR A.704 ACRE TRACT OF A ANDO
RAILROAD RIGHT-OF-WAY LOCATED IN THE 1100 BLOCK OF V1
SHERMAN STREET; MAKING OTHER FINDINGS AND P OVISI
RELATED TO THE SUBJECT; AND DECLARIIVG AN EFFECTIVE D TE.
NS
WHEREAS, the Union Pacific Railroad Company has offered to ease 10.704 acre
tract of abandoned railroad right-of-way to the City of Paris located in the 11 0 block of
West Sherman Street at no cost other than city maintenance; and,
WHEREAS, this section of abandoned railroad right-of-way will opefu y one day
become part of northern route for the Trail de Paris and/or Safe Routes o Scho 1 that will
extend all the way to Leon Williams Park; and,
WHEREAS, the form of Lease Agreement, attached hereto as Exhi it A, s uld, in all
things, be approved and accepted;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF TH CITY OF
PARIS, TEXAS:
Section 1. That the findings set out in the preamble to this res lution re hereby
in all things approved.
Section 2. That the form of the Lease Agreement between Uni n Paci c Railroad
Company and the City of Paris, attached hereto as Exhibit A, for the 0.70 acre t ct of land
located in the 1100 block of West Sherman Street, be, and the same is hereby, approved
and accepted.
Section 3. That the City Manager of the City of Paris be, nd he is hereby
authorized to execute on behalf of the City of Paris a lease agreemen for sa railroad
right-of-way in a form substantially similar to the Agreement attached he eto as Vxhibit A.
Section 4. That this resolution shall be effective from andl after Its date of
passage.
PASSED AND ADOPTED this 26th day of April, 2010.
Jesse James Freelen, M
r
84
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlyar, City Attorney
85
Industrial Lease (Year To Year) 09-01-06
(Unimproved Property)
Form Approved, Law
LEASE OF PROPERTY
(INDUSTRIAL LEASE - UNIMPROVED - YEAR TO
Fold r No.
Aud t No.
THIS LEASE ("Lease") is entered into on , 20 , betwe UNION
PACIFIC RAILROAD COMPANY ("Lessor") and CITY OF PARIS, a Texas m icipal c rporation,
whose address is 150 Se ls`, Paris, Texas 75461-9037 ("Lessee").
IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:
Article 1. PREMISES: USE.
Lessor leases to Lessee and Lessee leases from Lessor the premises ("Premis s") at P is, Texas,
shown on the print dated February 24, 2010, marked Exhibit A, hereto attached and ade a rt hereof,
subject to the provisions of this Lease and of Exhibit B attached hereto and made part h eof. The
Premises may be used for beautification, and purposes incidental thereto, only, and for no other urpose.
Article 2. TERM.
The term of this Lease shall commence March 01, 2010, and, unless so ner te inated as
provided in this Lease, shall extend for one year and thereafter shall automatically be xtended from year
to year.
Article 3. RENT.
A. Lessee shall pay to Lessor, in advance, rent of One Dollars ($1.00)
B. As further consideration, Lessee agrees to mow and/or maintain ve etation ontrol in
accordance with any and all current and future ordinances or other legal requirements n all pr perties of
the Lessor's that are not under a lease to a third party and which lie within or are conti uous wi the City
Limits of the City of Paris, EXCEPT, under no circumstances shall Lessee come any closer t n 25 feet
from any railroad track situated on the Lessor's property. And as or should said Ci Limits ange, so
shall the working of this provision change accordingly.
C. Not more than once every three (3) years, Lessor may redetermine the fixe~ rent. If
Lessor redetermines the rent, Lessor shall notify Lessee of such change.
Article 4. INSURANCE.
A. Before commencement of the term of this Lease, Lessee shall pr vide to Lessor a
certificate issued by its insurance carrier evidencing the insurance coverage require under xhibit C
hereto attached and made a part hereof.
EXHIBIT A,
86
B. Not more frequently than once every two years, Lessor may re
required insurance coverage to reflect then-current risk management practices in the
underwriting practices in the insurance industry.
the
and
C. All insurance correspondence, certificates and endorsements shall b directe to: Real
Estate Department, 1400 Douglas Street STOP 1690, Omaha, Nebraska 68179-1690 Folder o. 02600-
99.
written.
IN WITNESS WHEREOF, the parties have executed this Lease as of the day
Lessor: Lessee:
UNION PACIFIC RAILROAD COMPANY CITY OF PARIS
By:
Manager - Real Estate
NOTE:
By:
Title:
87
year first herein
r
ExHIBi-r
g
Q
a-
.
~o
u
~
NN T
~ o
.
=C C J
S~ rn
C?~ G< N
~ W WC
If
f~~ ~l
~ a~ ~G
Qt. X 4~
N<U C Um C
w
"
z z
~ UF-
~ I
2
o
wiL ~
C) a
'F ~
`
O
.
6~
~
t
.
n
w
o
~i
(
• •
W
2
~ x
10
Z
.
ti
ya
C,.~
I
i
{ r 1 ~
I "
i
`H
q
o
,
A
~
i
tt
0 ;
on
I
~
~
O
h
I
WS
U2LLLI9(.~C~'
6
~
O
S
c u
k
W
~
.
'I
I
i
• " k ,o, ,
t G `
.:}'.t~.s~'.~:_•~
I
a c
0t.ZJ ZW
Uia. N~
l
e ~
'
:
LL •
- WNU
< n
arov
.
.
1
Q O
~
-
L
.
l
z
.
I
.s
s' ~rv~tit
i
a
~
~
~
~
~
1° \ B
I
$ ~
g Sw~'F
~
I
~
6
Industrial Lease (Year To Year) 09-01-06
(Unimproved Property)
Form Approved, Law
EXHIBIT B
TO
INDUSTRIAL LEASE (UNIMPROVED YEAR TO YEAR)
Section 1. IMPROVEMENTS.
No improvements placed upon the Premises by Lessee shall become ~ part of toe realty.
Section 2. RESERVATIONS. TITLE AND PRIOR RIGHTS.
A. Lessor reserves to itself, its agents and contractors, the right to enter
times as will not unreasonably interfere with Lessee's use of the Premises.
B. Lessor reserves (i) the exclusive right to permit third party placement
on the Premises, and (ii) the right to construct, maintain and operate new and existing
without limitation, trackage, fences, communication facilities, roadways and utilities
or under the Premises, and to grant to others such rights, provided that Lessee's use oi
interfered with unreasonably.
C. Lessee acknowledges that Lessor makes no representations or wa
implied, concerning the title to the Premises, and that the rights granted to Lessee unc
extend beyond such right, title or interest as Lessor may have in and to the Premises.
of the foregoing, this Lease is made subject to all outstanding rights, whether or nc
reserves the right to renew any such outstanding rights granted by Lessor or Lessor's r
D. Without limitation of Subparagraphs B. and C. above, Lessee shall
manner with the use or operation of any signboards now or hereafter placed on the F
property uses in connection with such signboards (such as, by way of example ar
roadways providing access to such signboards). In no event may Lessee construct I
improvements that interfere in any manner with the visibility or operation of any
hereafter on the Premises or on property in proximity to the Premises.
ie Premi~es at such
>f adve
sing signs
acilities
including,
upon,
er, across
the Pre
ises is not
ranties,
xpress or
;r this L
ase do not
Withou
limitation
of reco
. Lessar
edecess
s.
iot inter
re in any
emises
with any
l not in
imitation,
i the Pr
mises any
sivnboa
s now or
Section 3. PAYMENT OF RENT.
Rent (which includes the fixed advance rent and all other amounts
under this Lease) shall be paid in lawful money of the United States of America, at
designated by the Lessor, and without offset or deduction.
be paid
h place
Lessee
shall be
e on all
paid by
; Lessor
Section 4. TAXES AND ASSESSMENTS.
A. Lessee shall pay, prior to delinquency, all taYes levied during the life of this
personal property and improvements on the Premises not belonging to Lessor. If su h taxes
Lessor, either separately or as a part of the levy on Lessor's real property, Lessee sh 1 reimt
in full within thirty (30) days after rendition of Lessor's bill.
B. If the Premises are specially assessed for public improvements, the
automatically increased by 12% of the full assessment amount.
will be
89
Section 5. WATER RIGHTS.
This Lease does not include any right to the use of water under any
or to establish any water rights except in the name of Lessor.
Section 6. CARE AND USE OF PREMISES.
A. Lessee shall use reasonable care and caution against damage or destru
Premises. Lessee shall not use or permit the use of the Premises for any unlawful p ose, r
nuisance, permit any waste, or use the Premises in any way that creates a hazard to ersons
Lessee shall keep the sidewalks and public ways on the Premises, and the walkway appurt
railroad spur track(s) on or serving the Premises, free and clear from any substance hich m
hazard.
B. Lessee shall not permit any sign on the Premises, except signs
business.
C. If any improvement on the Premises other than the Lessor Improve
destroyed by fire or other casualty, Lessee shall, within thirty (30) days after such
debris resulting therefrom. If Lessee fails to do so, Lessor may remove such debris,
reimburse Lessor for all expenses incurred within thirty (30) days after rendition of L
D. Lessee shall comply with all governmental laws, ordinances, rules, r
relating to Lessee's use of the Premises and this Lease, including, without limitation,
subdividing or platting the Premises.
Section 7. HAZARDOUS MATERIALS. SUBSTANCES AND WASTES.
A. Without the prior written consent of Lessor, Lessee shall not use or 1
Premises for the generation, use, treatment, manufacture, production, storage o
Hazardous Substances, except that Lessee may use, if lawful, small quantities of com
as adhesives, lubricants and cleaning fluids in order to conduct business at the Premi
Lessor may be withheld by Lessor for any reason whatsoever, and may be subji
addition to those set forth below. It shall be the sole responsibility of Lessee to deter
a contemplated use of the Premises is a Hazardous Substance use.
is
bi
' of Lessor,
~on to the
[intain any
, property.
ant to any
~ht create a
p Lessee's
amaged or
remove all
~ agrees to
and orders
cments for
nit th use of the
ecycli g of any
n che icals such
The onsent of
to co ditions in
ie wh her or not
B. In no event shall Lessee (i) release, discharge or dispose of any H ardous bstances,
(ii) bring any hazardous wastes as defined in RCRA onto the Premises, (iii) install or se on thi, Premises
any underground storage tanks, or (iv) store any Hazardous Substances within one h ndred fe t(100') of
the center line of any main track.
C. If Lessee uses or permits the use of the Premises for a Hazardous S
without Lessor's consent, Lessee shall furnish to Lessor copies of all permits, identi
notices issued by governmental agencies in connection with such Hazardous Substat
such other information on the Hazardous Substance use as may be requested by Le
Lessor, Lessee shall cause to be performed an environmental assessment of
termination of the Lease and shall furnish Lessor a copy of such report, at Lessee's sc
D. Without limitation of the provisions of Section 12 of this Exhibit
responsible for all damages, losses, costs, expenses, claims, fines and penalties relat~
any Hazardous Substance use of the Premises (or any property in proximity to the f
stance
e, with or
ation n
bers and
use, to
ether with
~r. If r
uested by
ie Pre
ises upon
cost an
expense.
3, Less
shall be
l in any
manner to
emises)
uriniz the
99
term of this Lease or, if longer, during Lessee's occupancy of the Premises, regardles,'
to such use or any negligence, misconduct or strict liability of any Indemnified I
Section 12), and including, without limitation, (i) any diminution in the value of the
adjacent property of any of the Indemnified Parties, and (ii) the cost and expense of c
containment, remediation, decontamination, removal, investigation, monitoring, clos
Notwithstanding the foregoing, Lessee shall not be responsible for Hazardous Substa
in or under the Premises prior to the earlier to occur of the commencement of the t,
Lessee's taking occupancy of the Premises, or (ii) migrating from adjacent propert
Lessee, or (iii) placed on, in or under the Premises by any of the Indemnified Partie
Hazardous Substance is discovered by, or the contamination is exacerbated by,
investigation undertaken by or at the behest of Lessee. Lessee shall have the burd
preponderance of the evidence that any of the foregoing exceptions to Lessee'
Hazardous Substances applies.
E. In addition to the other rights and remedies of Lessor under this I
provided by law, if Lessor reasonably determines that the Premises may have been u
of this Lease or any prior lease with Lessee for all or any portion of the Premises, oi
any Hazardous Substance use, with or without Lessor's consent thereto, and that
contamination may have occurred, Lessor may, at its election and at any time during t
or thereafter (i) cause the Premises and/or any adjacent premises of Lessor to be tesi
monitored for the presence of any Hazardous Substance, (ii) cause any Hazardot
removed from the Premises and any adjacent lands of Lessor, (iii) cause to be perfon
of the Premises and any adjacent lands of Lessor, and (iv) cause to be performed ani
response to, the environmental condition of the Premises and the adjacent lands o
reasonably may deem necessary or desirable, and the cost and expense thereof shal
Lessee to Lessor within thirty (30) days after rendition of Lessor's bill. In addition
election, require Lessee, at Lessee's sole cost and expense, to perform such work, in I
shall promptly commence to perform and thereafter diligently prosecute to completic
one or more contractors and a supervising consulting engineer approved in advance by
of Less 's consent
arty (as efined in
remises nd/or any
an-up,
e or ~
;es (i)
n of t
not c(
;n of pri
respon
sting on,
Lease or
•olled by
vhere the
iation or
ing by a
)ilitv for
,ase or
ed durir
are beir
a releas
ie life of
-d, inve:
s Subst~
ied any
remedi,
Lessor,
be rein
Lessor
,hich evi
i such v
F. For purposes of this Section 7, the term "Hazardous Substance" s all rr
substances included within the definitions of "hazardous substance", "pollutant", "con
"hazardous waste", in the Comprehensive Environmental Response, Compensation d Li
1980, 42 U.S.C. 9601, et sec as amended or in RCRA, the regulations promulgate pur:
such Act, or state laws and regulations similar to or promulgated pursuant to eithe such
material, waste or substance which is (A) petroleum, (B) asbestos, (C) flammable o exp:
radioactive; and (iii) such other substances, materials and wastes which are or b come
classified as hazardous or toxic under any existing or future federal, state or local law.
Section 8. UTILITIES.
Lessee.
A. Lessee will arrange and pay for all utilities and services supplied to
B. All utilities and services will be separately metered to Lessee. If not
Lessee shall pay its proportionate share as reasonably determined by Lessor.
Section 9. LIENS.
Lessee shall not allow any liens to attach to the Premises for
materials furnished to the Premises or otherwise arising from Lessee's use of the
have the right to discharge any such liens at Lessee's expense.
may be
the term
used for
or other
iis Lease
;ated, or
-e to be
i of, or
Lessor
sed by
, at its
Lessee
, using
(i) those
iant", or
y Act of
to either
(ii) any
or (D)
zlated or
or to
metered,
labor or
sor shall
91
Section 10. ALTERATIONS AND IMPROVEMENTS; CLEARANCES.
A. No alterations, improvements or installations may be made on the 1
prior consent of Lessor. Such consent, if given, shall be subject to the needs and
Lessor in the operation of its Railroad and to such other conditions as Lessor determi
events such consent shall be conditioned upon strict conformance with all appl
requirements and Lessor's then-current clearance standards.
B. All alterations, improvements or installations shall be at Lessee's sole
nises ithout the
juirem nts of the
to im se. ln all
)le go ernmental
st and 4xnense.
C. Lessee shall comply with Lessor's then-current clearance standards, xcep
do so would cause Lessee to violate an applicable governmental requirement, or (ii) f r any
or device in place prior to Lessee taking possession of the Premises if such imp ovem
complied with Lessor's clearance standards at the time of its installation.
D. Any actual or implied knowledge of Lessor of a violation of the c
of this Lease or of any governmental requirements shall not relieve Lessee of the
with such requirements, nor shall any consent of Lessor be deemed to be a r
compliance.
Section 11. AS-IS.
where to
irovement
or device
uirements
o comply
n of such
Lessee accepts the Premises in its present condition with all faults whethe patent or
latent, and without warranties or covenants, express or implied. Lessee acknowledg s that ssor shall
have no duty to maintain, repair or improve the Premises.
Section 12. RELEASE AND INDEMNITY.
A. As a material part of the consideration for this Lease, Lessee, to the ext nt it may
lawfully do so, waives and releases any and all claims against Lessor for, and agrees t indemn , defend
and hold harmless Lessor, its affiliates, and its and their officers, agents and empl ees ("I emnified
Parties") from and against, any loss, damage (including, without limitation, puniti e or co equential
damages), injury, liability, claim, demand, cost or expense (including, without limita ion, atto eys' fees
and court costs), fine or penalty (collectively, "Loss") incurred by any person includin , without
limitation, Lessor, Lessee, or any employee of Lessor or Lessee) (i) for personal injury property
damage caused to any person while on or about the Premises, or (ii) arising from or r lated to y use of
the Premises by Lessee or any invitee or licensee of Lessee, any act or omission of essee, i s officers,
agents, employees, licensees or invitees, or any breach of this Lease by Lessee.
B. The foregoing release and indemnity shall apply regardless o any gligence,
misconduct or strict liability of any Indemnified Party, except that the indemnity, onl , shall n t apply to
any Loss determined by final order of a court of competent jurisdiction to have been caused y the sole
active direct negligence of any Indemnified Party.
C. Where applicable to the Loss, the liability provisions of any contract
Lessee covering the carriage of shipments or trackage serving the Premises shall I
shall supersede the provisions of this Section 12.
D. No provision of this Lease with respect to insurance shall limit the
and indemnity provisions of this Section 12.
essor and
Loss and
of ffie release
9?
Section 13. TERMINATION.
A. Lessor may terminate this Lease for Lessee's default by givi
termination, if Lessee (i) defaults under any obligation of Lessee under this Lease ar
is given by Lessor to Lessee specifying the default, Lessee fails either to immediatf
the default, or to complete the cure expeditiously but in all events within thirty (30)
notice is given, or (ii) Lessee abandons the Premises for a period of one hundred twe
days.
B. Notwithstanding the terms of this Lease set forth in Article II,
terminate this Lease without cause upon thirty (30) day's written notice to the
however, that at Lessor's election, no such termination by Lessee shall be effe
Lessee has vacated and restored the Premises as required in Section 15A, at w
refund to Lessee, on a pro rata basis, any unearned rental paid in advance. Notwitl
the contrary in this Lease, if Lessee has not complied with the requirements
Lease, together with all terms contained herein (including payment of rent)
until the requirements of Section 15A are met, unless Lessor, in its sole
terminate this Lease.
Section 14. LESSOR'S REMEDIES.
Lessor's remedies for Lessee's default are to (a) enter and take posses
without terminating this Lease, and relet the Premises on behalf of Lessee, collect
from reletting, and charge Lessee for the cost of reletting, and/or (b) terminate this
Section 13 above and sue Lessee for damages, and/or (c) exercise such other rem
have at law or in equity. Lessor may enter and take possession of the Premises by si
locks, if necessary, and may lock out Lessee, all without being liable for damages.
Section 15. VACATION OF PREMISES; REMOVAL OF LESSEE'S Pl
Lessee notice of
after wr en notice
;omme lce to cure
s after he default
(120) nsecutive
sor or
ssee may
er party
provided,
,e unles
and until
i time L
ssor shall
nding a
ything to
Section
5 A, this
l remai
in effect
icretion
elects to
of th Premises,
recei e the rent
~ as firovided in
as ssor may
Jp, b changing
A. Upon termination howsoever of this Lease, Lessee (i) shall have pe ceably d quietly
vacated and surrendered possession of the Premises to Lessor, without Lessor giving y notic to quit or
demand for possession, and (ii) shall have removed from the Premises all structures, propertand other
materials not belonging to Lessor, including all personal property and restored the s rface to as good a
condition as the same was in before such structures were erected, including, wit out lim ation, the
removal of foundations, the filling in of excavations and pits, and the removal of debri and rub ish.
B. If Lessee has not completed such removal and restoration prior to terminat n of this
Lease, Lessor may, at its election, and at any time or times, (i) perform the wor and L ssee shall
reimburse Lessor for the cost thereof within thirty (30) days after bill is rendered, (i') take ti e to all or
any portion of such structures or property by giving notice of such election to Less e, and/oi- (iii) treat
Lessee as a holdover tenant at will until such removal and restoration is completed.
Section 16. FIBER OPTICS.
Lessee shall telephone Lessor during normal business hours (7:00
Central Time, Monday through Fridays, except for holidays) at 1-800-336-9193 (al
number for emergency calls) to determine if fiber optic cable is buried on the Pre
change the telephone number and hours of operation by giving Lessee notice of the
buried on the Premises, Lessee will telephone the telecommunications company(ies),
locator, and make arrangements for relocation or other protection of the cable
a.m. to
:00 p.m.,
o a 24-
ur, 7-day
ises.
ssor may
hange.
f cable is
arrange
or a cable
Notw
hstandinv
93
compliance by Lessee with this Section 16, the release and indemnity provisions
shall apply fully to any damage or destruction of any telecommunications system.
Section 17. NOTICES.
Any notice, consent or approval to be given under this Lease ,
personally served, sent by facsimile to (402) 501-0340, by email or by reputable
by certified mail, postage prepaid, return receipt requested, to Lessor at: I
Company, Attn: General Manager - Real Estate, Real Estate Department, 1400 Do
Omaha, Nebraska 68179; and to Lessee at the above address, or such other ,
designate in notice given to the other party. Mailed notices shall be deemed se
deposit in the U.S. Mail. Notices which are faxed, emailed, are personally sel
service shall be deemed served upon receipt.
Section 18. ASSIGNMENT.
A. Lessee shall not sublease the Premises, in whole or in part, or ,
transfer (by operation of law or otherwise) this Lease, without the prior consent of Lmay be denied at Lessor's sole and absolute discretion. Any purported transfer or
Lessor's consent shall be void and shall be a default by Lessee.
B. Subject to this Section 18, this Lease shall be binding upon and inure
parties hereto and their respective heirs, executors, administrators, successors and assi
Section 19. CONDEMNATION.
If, as reasonably determined by Lessor, the Premises cannot be used
a condemnation or sale in lieu of condemnation, then this Lease shall automatical
shall be entitled to the entire award or proceeds for any total or partial condemi
thereof, including, without limitation, any award or proceeds for the value of the le~
by this Lease. Notwithstanding the foregoing, Lessee shall have the right to purs
condemning authority of such compensation as may be separately awarded to
relocation expenses, the talcing of Lessee's personal property and fixtures, and t
damage to Lessee's business.
Section 20. ATTORNEY'S FEES.
If either party retains an attorney to enforce this Lease (including,
indemnity provisions of this Lease), the prevailing party is entitled to recover reaso
Section 21. RIGHTS AND OBLIGATIONS OF LESSOR.
If any of the rights and obligations of Lessor under this Lease
negatively affected by any changes in the laws applicable to this Lease, whether s
under federal or state judicial precedent, then Lessor may require Lessee to enter
this Lease to eliminate the negative effect on Lessor's rights and obligations to
possible.
Section 22. ENTIRE AGREEMENT.
This Lease is the entire agreement between the parties, and supersedes all
agreements between the parties pertaining to this transaction. Notwithstanding the
be in
; Street,
ss as a
five (5;
or sent
12 above
ing, and
or sent
Railroad
op 1690,
trty may
ays after
/ courier
gn, e umner or
)r, wh h consent
3ignm t without
the be efit of the
Lessee
or
;cause of
, Lessor
e in lieu
e created
from the
Lessee's
on of or
lout lim ation, the
; attorn's fees.
substa tially and
rory, re ulatory or
an am dment to
extent easonably
oral or sentenc tritten
Lessee
94
shall retain any and all obligations and liabilities which may have accrued under any
agreements prior to the commencement of the term of this Lease. This Lease may be
written instrument signed by Lessor and Lessee.
by a
95
Approved:Insurance Group
Created: 2/10/06
Last Modified: 7/2/07
EXHIBIT C
Union Pacific Railroad
Contract Insurance Requirements
Lease of Land
Lessee shall, at its sole cost and expense, procure and maintain during the life of
otherwise provided in this Lease) the following insurance coverage:
s Lease
A. Commercial General Liabilitv insurance. Commercial general liability (C L) wii
not less than $2,000,000 each occurrence and an aggregate limit of not less than $4,000
insurance must be written on ISO occurrence form CG 00 Ol 12 04 (or a substit te fon
equivalent coverage). The policy must also contain the following endorsement, whic must
the certificate of insurance: Contractual Liability Railroads ISO form CG 24 17 10 01 (ar
form providing equivalent coverage) showing "Premises" as the Designated Job Site.
Kexcept as
'a limit of
p0. CGL
providing
i stated on
' substitute
B. Business Automobile CoveraEe insurance. Business auto coverage written n ISO f CA 00
O] 10 01 (or a substitute form providing equivalent liability coverage) with a combine single mit of not
less $2,000,000 for each accident, and coverage must include liability arising out of y auto including
owned, hired, and non-owned autos).
The policy must contain the following endorsements, which must be stated on the certi icate of nsurance:
• Coverage For Certain Operations In Connection With Railroads ISO form C 20 70 0 01 (or a
substitute form providing equivalent coverage) showing "Premises" as the De ignated b Site.
• Motor Carrier Act Endorsement - Hazardous materials clean up (MCS-90) if r quired b law.
C. Workers Compensation and Emplovers Liabilitv insurance. Coverage mu
limited to:
• Contractor's statutory liability under the workers' compensation laws of the
this Agreement.
• Employers' Liability (Part B) with limits of at least $500,000 each accidei
policy limit $500,000 each employee.
If Lessee is self-insured, evidence of state approval and excess workers compensal
provided. Coverage must include liability arising out of the U. S. Longsharemen's
Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable.
ln any and all Claims against Lessor by any employee of Lessee, Lessee's indemnifi
under this section shall not be limited in any way by any limitation on the amount or
compensation or benefits payable under any workers compensation acts, disability bi
employee benefits acts.
ExHiBiT a
iclud but not be
te(s) fected by
500,01)0 disease
overa e must be
Harbo Workers'
i obli ation
of da ages,
s acts r other
9q
D. Pollution Liabilitv insurance. If permitted use as defined in this Lease inclu
handling, enrichment, storage, manufacture, or production of hazardous materiah
insurance is required. Pollution liability coverage must be written on ISO form
Coverage Form Designated Sites CG 00 39 12 04 (or a substitute form providing
coverage), with limits of at least $5,000,000 per occurrence and an aggregate limit of g
If hazardous materials are disposed of from the Premises, Lessee must furnish to
pollution legal liability insurance maintained by the disposal site operator for los;
insured facility accepting the materials, with coverage in minimum amounts of $1,0
an annual aggregate of $2,000,000.
E. Umbrella or Excess insurance. If Lessee utilizes umbrella or excess polici
"follow form" and afford no less coverage than the primary policy.
Other Requirements
F. All policy(ies) required above must include Lessor as "Additional Insured" u,
lnsured Endorsement CG 20 11 (or a substitute form providing equivalent cover
provided to Lessor as additional insured shall, to the extent provided under ISO
Endorsement CG 20 11, provide coverage for Lessor's negligence whether sole
passive, and shall not be limited by Lessee's liability under the indemnity provisions o.
G. Lessee waives all rights against Lessor and its agents, officers, directors and eml
of damages to the extent these damages are covered by the workers compensation and
or commercial umbrella or excess liability insurance obtained by Lessee required by tl
H. Punitive damages exclusion, if any, must be deleted (and the deletion indicai
of insurance), unless (a) insurance coverage may not lawfully be obtained for any pi
may arise under this Lease, or (b) all punitive damages are prohibited by all states in
are located.
ies any
eneration,
polluti
liability
Pollutio
Liability
equival
t liability
10,000,
0.
.essor e
idence of
;s arisin
from the
D,000 p
loss, and
these poaicies must
; ISO dditional
Th coverage
lditio 1 Insured
oartia active or
oyeest
recovery
mploye
s' liability
s agree
ent.
on the
rtificate
ive d
ges that
~ich the
remises
1. Prior to execution of this Lease, Lessee shall furnish Lessor with a certific te(s) o insurance,
executed by a duly authorized representative of each insurer, showing compliance with th insurance
requirements in this Lease.
J. All insurance policies must be written by a reputable insurance company acc ptable t Lessor or
with a current Best's Insurance Guide Rating of A- and Class VII or better, and autho ized to business
in the state where the Premises are located.
K The fact that insurance is obtained by Lessee, or by Lessor on behalf of Lessel
to release or diminish the liability of Lessee, including, without limitation, liability
provisions of this Lease. Damages recoverable by Lessor from Lessee or any th
limited by the amount of the required insurance coverage.
will not Ibe deemed
party ~ill not be
97