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HomeMy WebLinkAbout20004 RES - 10/13/1987A RESOLUTION AUTHORIZING THE EXECUTION OF FOUR PIPELINE CROSSING AGREEMENTS WITH THE MISSOURI PACIFIC RAILROAD COMPANY PERTAINING TO THE CONSTRUCTION, MAINTENANCE, AND OPERATION OF CITY UTILITY LINES WITHIN RAILROAD RIGHT-OF-WAY; AND APPROPRIATING $5,125. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager is hereby authorized to execute four pipeline crossing agreements with the Missouri Pacific Railroad Company pertaining to the construction, maintenance, and operation of City utility lines within railroad right-of-way, all as more fully set forth in the agreements, substantial copies of which are attached hereto and made a part hereof, marked Exhibits A, B, C, and D. SECTION 2. That there is hereby appropriated $5,125 from the No. 205 Water Bond Fund for the railroad crossing permit fees applicable to Project No. 205-87-44-4.1, IH -37 through Calallen. ATTEST: CitySecretary mi4ertx•44A444- APPROVED:71:4—DAY OFCQG( - , 19 HAL GEORGE, CITY ATTORNEY 08P.142.01 THE C Y OF CORPUS CHRISTI, TEXAS 20004 MICROFILMED DUPLICATE ORIGINAL - RAIL' OPY • 'Audit No. 1272-89 PIPE LINE AGREEMENT CROSSING Mile Post 148.44, Brownsville Sub. at Calallen, Nueces County, Texas THIS AGREEMENT is made and entered into as of the day of 19 by and between MISSOURI PACIFIC RAILROAD COMPANY, a Delaware corporation (hereinafter the Licensor) and CITY OF CORPUS CHRISTI, a Municipal corporation of P.O. Box 9277, Corpus Christi, Texas 78469 (hereinafter the Licensee). 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 Li- censor a license fee of SEVEN HUNDRED FIFTY DOLLARS ($750.00). 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 an underground sewer pipe line crossing (hereinafter called the Pipe Line) in the location shown and in conformity with the dimensions and specifications indicated on the attached print 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. 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first herein written. Witness: MISSOURI PACIFIC RAILROAD COMPANY Witness: X By General Director -Real Estate CITY OF CORPUS CHRISTI x Armando Chapa, City Secretary Craig A. McDowell, City Manager Wire/Pipe Line Agmt Crossing Form App 8/86 AVP -Law APPROVED: DAY OF HAL GEORGE, CITY ATTORNEY By Assistant City Attorney , 1987 7837+46 U.G. SEWER PIPELINE X-ING t� 10' CARRIER PIPE (GRAVITY FLOW) IN 11) 7' NOTE: BEFORE YOU BEGIN ANY WORK, SEE 102' X 18' STEEL CASING (0.375' W.T.) ; AGREEMENT FOR FIBER OPTIC PROVISIONS. T/CASING 13.5' B.B./R. II' COVER (MIN.) CASING TO BE SEALED AT BOTH ENDS N) 9 CASING TO BE BORED UNDER TRK. 11, 80°± cte° TO TO BRpWNSVILLE EXISTING �!L_ gNpRPSBURG RD 88°± MI OM 7837+02 ± C. U.G. SEWER PIPELINE X-ING 10' CARRIER PIPE (GRAVITY FLOW) IN 101' X 18' STEEL CASING (0.375' W.T.) T/CASING 13.5' B.B./R.- 10.75' COVER (MIN.) CASING TO BE SEALED AT BOTH ENDS TO BE OPEN CUT r-1 ---tP r 1 W 1 t , I dt 1 + I 1N I I. A co If) ALA 1 ~ _ 1 A 117 t 1f Ix Io3 10 1- i-0 IN I A to tO 1-; 10 t• 1 1-0 I le 1. ern L.P fla TX127289 PARCEL 17 EXHIBIT 'A• WiJ$ OUDRD PACIFIC RAH -ROAD COMPANY CALALLEN, NUECES COUNTY. TEXAS M.P.148.44 - BROWNSVILLE SUB. TO ACCOMPANY AGREEMENT WITH CITY OF CORPUS CHRSTICOVERING AN UNDERGROUND SEWER PIPELINE CROSSING. Scale r. 100' Office of Director -Real Estate Omaha, Nebraska SEPTEMBER 16, 1987 •LEO IND U.G. SEWER PIPELINE X -NG SHOWN YELLOW PROPOSED RRCo.R/W Outlined RRCo. R/W Outlined PL X/f L1'870301' Form Approved, AVP -Law EXHIBIT B Section I. 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 wire lines pipe lines and other facilities upon, along or across any or all parts of its property, all or any of which may be freely done at any time or times by the Licensor without liability to the Licensee or to any other party for compensation or damages. (b) The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of the Licensor's property, and others) and the right of the Licensor to renew and extend the same, and is made without covenant of title or for quiet enjoyment. Section 2. CONSTRUCTION, MAINTENANCE AND OPERATION. (a) The Pipe Line 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 madea part hereof, except as may be modified and approved by the Licensor's Assistant Vice President -Engineering. In the event such Specification conflicts in any respect with the requirements of any federal, state or municipal law or regulation, suchrequirements 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 construc- tion, maintenance, repair, renewal, modification or reconstruction of the Pipe Line shall be done under the supervision and to the satisfaction of the Licensor. (c) Prior to the commencement of any work in connection with the construction, maintenance, repair, renewal, modification, relocation, reconstruction or removal of the Pipe Line 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 Assistant Vice President -Engineering of the Licensor and then only under the supervision of the Assistant Vice President -Engineering 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 Pipe Line, and, in the event the Licensor pro- vides such support, the Licensee shall pay to the Licensor, within fifteen (15) days after bills shall have been rendered therefor, all expense incurred by the Licensor in connection therewith, which expense shall include all assignable costs. (d) The Licensee shall keep and maintain the soil over the Pipe Line 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 mayallow) 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 Pipe Line. 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, reloca- tion, removal or reconstruction of the Pipe Line, including.any and all expense which may be incurred by the Licensor in connection therewith for supervision or inspection, or otherwise. Exhibit B 04g1On1 of 4 PL X/E LI 870301 Form Approved, AVP -Law Section 5. RELOCATION OR REMOVAL OF PIPE LINE. (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, move all or any portion of the Pipe Line to such new location or (unless the Pipe Line extends entirely across the property of the Licensor) remove the Pipe line frau such property, as the Licensor may designate, whenever, in the furtherance of its needs and requirements, the Licensor shall find such action necessary or desirable. (b) All the terms, conditions and stipulations herein expressed with reference to the Pipe Line on property of the Licensor in the location hereinbefore described shall, so far as the Pipe,Line remains on the property, apply to the Pipe Line as modified, changed or relocated within the contemplation of this section. Section 6. NO INTERFERENCE WITH LICENSOR'S OPERATION. The Pipe Line and all parts thereof within and outside of the limits of the property of the Licensor shall be constructed and, at all times, maintained, repaired, renewed and operated in such manner as to cause no interference whatsoever with the constant, continuous and uninterrupted use of the tracks, property and facilities of the Licensor, and nothing shall be done or suffered to be done by the licensee at any time that would in any manner impair the safety thereof. Section 7. PROTECTION OF FIBER OPTIC CABLE SYSTEMS. (a) Fiber optic cable systems may be buried on the Licensor's property. 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 Licensor's premises to be used by the Licensee. If it is, Licensee will telephone the telecommunications company(ies) involved, arrange for a cable locator, and make arrangements for relocation or other protection of the fiber optic cable prior to beginning any work on the Licensor's premises. (b) In addition to the liability terms elsewhere in this Agreement, the licensee shall indemnify and hold the Licensor harmless against and from all cost, liability, and expense whatsoever (including, without limitation, attorney's fees and court costs and - expenses) arising out of or in any way contributed to by, any act or omission of the Licensee, its contractor, agents and/or employees, that causes or in any way or degree contributes to (1) any damage to or destruction of any telecommunications system by the Licensee, and/or its contractor, agentsand/or employees, on Licensor's property, (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on Licensor's property, and/or (3) any claim or cause of action for alleged loss of profits or revenue by, or loss of service by a customer or user of, such telecamunciation company(ies). 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 Pipe Line, and shall not permit or suffer any mechanic's or materialnan's lien of any kind or nature to be enforced against the property for any work done or materials furnished thereon at the instance or request or on behalf of the Licensee. The Licensee shall indemnify and hold harmless the Licensor against and from any and all liens, claims, demands, costs and expenses of whatsoever nature in any way connected with or growing out of such work done, labor performed, or materials furnished. (b) The Licensee shall promptly pay or discharge all taxes, charges and assessments levied upon, in respect to, or on account of the Pipe Line, 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 Pipe Line or any improvement, appliance or fixture con- nected therewith placed upon such property, or on account 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. Exhibit B P age 0410n of 4 PL X/E LI 870301 Form Approved, AVP -Law 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 connec- tion with the construction, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Pipe Line, 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 frau any and all liability, loss, damages, claims, demands, costs and expenses of whatsoever nature, including court costs and attorneys fees, which may result frau injury to or death of persons whensoever, or damage to or loss or destruction of property whatsoever, when such injury, death, damage, loss or destruction grows out of or arises frau the taking down of any fence or the moving or disturbance of any other property of the Licensor. Section 10. INDEMNITY. As a major inducement and consideration for the license and permission herein, the Licensee shall indemnify and hold harmless the Licensor and other railroads or owners of fiber optic cable authorized by Licensor to use Licensor's property or tracks (Other Companies), their officers, agents and employees, against and frau any and all liability, loss, damage, claims, deiands, actions, causes of action, penalties, costs and expenses of whatsoever nature, including court costs and attorneys' fees, which may result from injury to or death of persons whomsoever (including officers, agents and employees of the Licensor and of the Licensee, as well as other persons), or against and frau damage to or Toss or destruction of property whatsoever (including damage to the roadbed, tracks, equipment or other property of the Licensor and Other Companies or property in their care or custody), when such injury, death, loss, destruction or damage is due to or arises because of: I. The existence of the PipeLine or the construction operation, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Pipe Line or any part thereof, or 2. The contents in or from the Pipe Line including bursting of or leaks in the Pipe Line, except when caused by the sole and direct negligence of the Licensor, Other Companies, their officers, agents or employees. The Licensee does hereby release the Licensor and Other Companies, their officers, agents and employees, frau all liability for damages on account of damage to or loss or destruction of the Pipe Line frau any cause whatsoever, including the sole and direct negligence of the Licensor and Other Companies, their officers, agents and employees. Section II. REMOVAL OF PIPE LINE UPON TERMINATION OF AGREEMENT. Prior to the termination of this Agreement howsoever, the Licensee shall, at Licensee's sole expense, remove the Pipe Line 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 Pipe Line. If the Licensee fails to do the foregoing, the Licensor may do such work of removal and restoration at the cost and expense of the Licensee. The Licensor may, at its option, upon such termination, at the entire cost and expense of the Licensee, remove the portions of the Pipe Line located underneath its roadbed and track or tracks and retore such roadbed to as good a condition as it was in at the fine of the construction of the Pipe Line, or it may permit the Licensee to do such work of removal and restoration under the supervision of the Licensor. In the event of the removal by the Licen- sor 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 theLicensee 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 subsequent breach thereof. Exhibit B Page 3 of 4 0410n PL X/E, LL 870301 Form Approved, AVP -Law Section 13. TERMINATION. (a) If the Licensee does not use the right herein granted or the Pipe Line for one (I) year, or if the Licensee continues in default in the performance of any covenant or agree- ment herein contained for a period of thirty (30) days after written notice from the Licensor to the Licensee specifying such default, the Licensor may, at its option, forthwith immedi- ately 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 Tess, however, than thirty (30) days subsequent to the date upon which such notice shall be given. (c) Notice of default and notice of termination nay be served personally upon the Licensee or by nailing 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 trans- fer 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. • Exhibit B Page 4 of 4 0410n DUPLlC11TE OR181NAWlC PIPE LINE AGREEMENT Audit No. 1264 CROSS! NG Mile Post 148.68, Brownsville Sub. at Calallen, Nueces County, Texas THIS AGREEMENT is made and entered into as of the day of 19 by and between MISSOURI PACIFIC RAILROAD COMPANY, a Delaware corporation (hereinafter the Licensor) and CITY OF CORPUS CHRISTI, a Municipal corporation, of P.O. Box 9277, Corpus Christi, Texas 78469 (hereinafter the Licensee). 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 Li- censor a license fee of two thousand 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 an underground water pipe line crossing (hereinafter called the Pipe Line) in the location shown and in conformity with the dimensions and specifications indicated on the attached print 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. 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. Artilce 5. SPECIAL PROVISION(S). Special Provision entitled "Insurance" is attached hereto and hereby made a part hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first herein written. Witness: MISSOURI PACIFIC RAILROAD COMPANY Witness: Armando Chapa, City Secretary Wire/Pipe Line Agmt Crossing Form App 8/86 AVP -Law By General Director -Real Estate CITY OF CORPUS CHRISTI Craig A. McDowell, City Manager APPROVED: DAY OF , 1987 HAL GEORGE, CITY ATTORNEY, By NOTE: BEFORE YOU BEGIN ANY WORK, SEE AGREEMENT FOR FIBER OPTIC PROVISIONS. SHORING PLANS FOR THE PIT ON THE WEST SIDE OF CROSSING MUST BE SUBMITTED TO THE RAILROAD COMPANY FOR APPROVAL PRIOR TO CONSTRUCTION. 7850+13 U.G. WATER PIPELINE X-ING 36' CARRIER PIPE (MAX.OPER.PRESS. 60 P.S.I.) IN 103' X 46' STEEL CASING (I' W.T.) T/CASING 23' B.B./R. - 3.8' COVER (MIN.) CASING TO BE JACKED UNDER TRK. CASING TO BE SEALED AT BOTH ENDS. Z _ " r�r.. 1 $ •..� r HARPSBURG R0. PROD. 7849+65 U.G. WATER PIPELINE X-ING r r . 36' CARRIER PIPE (MAX.OPER.PRESS. 60 P.S.I.) IN 40' X 46' STEEL CASING (I' W.T.) REST OF CASING ON RRCO. R/W HAS (0.75' W.T.) T/CASING 20' ± B.B./R. - 6' COVER (MIN.) CASING TO BE OPEN CUT. _ . _ r - _ - - O PROPOSED TRK. O0E4 'O'd a.d08d SS'SE+Lb8L drn UP fld TX126493 89° 1 �'_____-wt•--- v I 14, I I I N I ^1 Ii 1y ;a EXHIBIT •A• MISSOURI PACIFIC RAILROAD COSBPANt CALALLEN. NUECES COUNTY, TEXAS N.P. 148.68 - BROWNSVILLE SUB. TO ACCOMPANY AGREEMENT WITH CITY OF CORPUS CHRISTI, TEXAS COVERING AN UNDERGROUND WATER PPEUNE CROSSING. Scale r = 100' Office of Director -Real Estate Omaha, Nebraska SEPTEMBER 4.1987 • L R O !IID• U.C. WATER PIPELrE X-ING SHOWN.... YELLOW PROPOSED RRCo. R/W Outlined — - — - — RRCo.R/W Outlined MEM- •• - PL X/E LI'870301' form Approved, AVP -Law EXHIBIT B Section 1. LIMITATION AND SUBORDINATION Of RIGHTS GRANTED. ' (a) The foregoing grant of right is subject and subordinate to the prior and continuing right and obligation of the Licensor to use and maintain its entire property including the right and power of the Licensor to construct maintain, repair,, renew, use, operate, change, modify or relocate railroad tracks, signal, communication, fiber optics, or other wire lines pipe lines and other facilities upon, along or across any or all parts of its property, all or any of which may be freely done at any time or times by the Licensor without liability to the Licensee or to any other party for compensation or damages. (b) The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of the Licensor's property, and others) and the right of the Licensor to renew and extend the same, and is made without covenant of title or for quiet enjoyment. Section 2. CONSTRUCTION, MAINTENANCE AND OPERATION. (a) The Pipe Line 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 -v.•. supplements thereto, which by this reference is hereby made a part hereof, except as may be modified and approved by the Licensor's Assistant Vice President -Engineering. In the event such Specification conflicts in any respect with the requirements of any federal, state or municipal law or regulation, suchrequirements 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 construc- tion, maintenance, repair, renewal, modification or reconstruction of the Pipe Line shall be . done under the supervision and to the satisfaction of the Licensor. (c) Prior to the commencement of any work in connection with the construction, maintenance, repair, renewal, modification, relocation, reconstruction or removal of the Pipe Line 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 Assistant Vice President -Engineering of the Licensor and then only under the supervision of the Assistant Vice President -Engineering 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 Pipe Line, and, in the event the Licensor pro- vides such support, the Licensee shall pay to the Licensor, within fifteen (15) days after bills shall have been rendered therefor, all expense incurred by the Licensor in connection therewith, which expense shall include all assignable costs. (d) The Licensee shall keep and maintain the soil over the Pipe Line 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 Pipe Line. 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, reloca- tion, removal or reconstruction of the Pipe Line, including.any and all expense which nay_be _.� incurred by the Licensor in connection therewith for supervision or inspection, or otherwise.' Exhibit B Page l of 4 0410n PL X/E LI 870301 Form Approved, AVP -Law Section 5. RELOCATION OR REMOVAL OF PIPE LINE. (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, move all or any portion of the Pipe Line to such new location or (unless the Pipe Line extends entirely across the property of the Licensor) remove the Pipe Line from such property, as the Licensor may designate, whenever, in the furtherance of its needs and requirements, the Licensor shall find such action necessary or desirable. (b) All the terns, conditions and stipulations herein expressed with reference to the PipeLineon property of the Licensor in the location hereinbefore described shall, so far as the Pipe, Line remains on the property, apply to the Pipe Line as modified, changed or relocated within the contemplation of this section. Section 6. NO INTERFERENCE WITH LICENSOR'S OPERATION. The Pipe Line and all parts thereof within and outside of the limits of the property of the Licensor shall be constructed and, at all times, maintained, repaired, renewed and operated in such manner as to cause no interference whatsoever with the constant, continuous and uninterrupted use of the tracks, property and facilities of the Licensor, and nothing shall be done or suffered to be done by the Licensee at any time that would in any manner impair the safety thereof. Section 7. PROTECTION OF FIBER OPTIC CABLE SYSTEMS. (a) Fiber optic cable systems may be buried on the Licensor's property. 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 Licensor's premises to be used by the Licensee. If it is, Licensee will telephone the telecommunications conpany(ies) involved, arrange for a cable locator, and Rake arrangements for relocation or other protection of the fiber optic cable prior to beginning any work on the Licensor's premises. (b) In addition to the liability terms elsewhere in this Agreement the Licensee shall indemnify and hold the Licensor harmless against and from all cost, liability, and expense whatsoever (including, without limitation, attorney's fees and court costs and expenses) arising out of or in any way contributed to by, any act or omission of the Licensee, its contractor, agents and/or employees, that causes or in any way or degree contributes to (1) any damage to or destruction of any telecommunications system by the Licensee, and/or its contractor, agents and/or employees, on Licensor's property, (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on Licensor's property, and/or (3) any claim or cause of action for alleged Toss of profits or revenue by, or loss of service by a customer or user of, such teiecomunciation co pany(ies). 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 ofthe Licensor in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Pipe Line, and shall not permit or suffer any mechanic's or materialman's lien of any kind or nature to be enforced against the property for any work done or materials furnished thereon at the instance or request or on behalf of the Licensee. The Licensee shall indemnify and hold harmless the Licensor against and from any and all liens, claims, demands, costs and expenses of whatsoever nature in any way connected with or growing out of such work done, labor performed, or materials furnished. (b) The Licensee shall promptly pay or discharge all taxes, charges and assessments levied upon, in respect to, or on account of the Pipe Line, 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 Pipe Line or any improvement, appliance or fixture con- nected therewith placed upon such property, or on account 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. Exhibit B Page 2 of 4 0410n PL X/E LI 870301 Form Approved, AVP -Law Section 9. RESTORATION Of LICENSOR'S PROPERTY. In the event the Licensor authorizes the Licensee to take down anyfence of the Licensor or in any manner move or disturb any of the other property of the Licensor in connec- tion with the construction, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Pipe Line, 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 frau 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 of or arises frau the taking down of any fence or the moving or disturbance of any other property of the Licensor. Section 10. INDEMNITY. As a major inducement and consideration for the license and permission herein, the Licensee shall indemnify and hold harmless the Licensor and other railroads or owners of fiber optic cable authorized by Licensor to use Licensor's property or tracks (Other Companies), their officers, agents and employees, against and from any and all liability, loss, damage, claims, demands, actions, causes of action, penalties, costs and expenses of whatsoever nature, including court costs and attorneys' fees, which may result frau injury to or death of persons whomsoever (including officers, agents and employees of the Licensor and of the Licensee, as well as other persons), or against and from damage to or loss or destruction of property whatsoever (including damage to the roadbed, tracks, equipment or other property of the Licensor and Other Companies or property in their care or custody), when such injury, death, loss, destruction or damage is due to or arises because of: 1. The existence of the PipeLine or the construction operation, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Pipe Line or any part thereof, or 2. The contents in or from the Pipe Line including bursting of or leaks in the Pipe Line, except when caused by the sole and direct negligence of the Licensor, Other Companies, their officers, agents or employees. The Licensee does hereby release the Licensor and Other Companies, their officers, agents and employees, from all liability for damages on account of damage to or loss or destruction of the Pipe Line from any cause whatsoever, including the sole and direct negligence of the Licensor and Other Companies, their officers, agents and employees. Section II. REMOVAL OF PIPE LINE UPON TERMINATION Of AGREEMENT. Prior to the termination of this Agreement howsoever, the Licensee shall, at Licensee's sole expense, repave the Pipe Line 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 tine of the construction of the Pipe Line. If the Licensee fails to do the foregoing, the Licensor may do such work of removal and restoration at the cost and expense of the Licensee. The Licensor may, at its option, upon such termination, at the entire cost and expense of the Licensee, remove the portions of the Pipe Line located underneath its roadbed and track or tracks and retore such roadbed to as good a condition as it was in at the tine of the construction of the Pipe Line,, or it may permit the Licensee to do such work of removal and restoration under the supervision of the Licensor. In the event of the removal by the Licen- sor of the property ofthe 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 theLicensee 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 nay 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 subsequent breach thereof. Exhibit B Page S of 4 ' 0410n PL X!E LI 870301 Form Approved, AVP -law Section 13. TERMINATION. (a) If the Licensee does not use the right herein granted or the Pipe Line for one (I) year, or if the Licensee continues in default in the performance of any covenant or agree- ment herein contained for a period of thirty (30) days after written notice from the Licensor to the Licensee specifying such default, the Licensor may, at its option, forthwith immedi- ately 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 nailing 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 trans- fer 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. Exhibit B Page 4 of 4 0410n INSURANCE The Licensee, at the Licensee's own sole cost shall provide to the Licensor a Certificate of Insurance certify- ing to the and expense, effectiveness of insurance as follows: rti£y- General Public Liability providing bodily injury and property damage coverage with combined single limit of at least $1,000,000 each occurrence, a portion of which may be self-insured with the consent and approval of the Licensor. - • Such insurance shall be endorsed to provide contractual liability assumed by the Licensee under this Agreement, and that coverage without giving thirty(30) not s' cancelled or changedie Licensor, -Ia prior 1416 Dodgeg notice to, Omaha, Nebraska 68179er-Insurance, Street, DUPLIC111E'OR1G% L.UCEf COPY PIPE LINE AGREEMENT Audit No. 1264-92 CROSSING Mile Post 148.57, Brownsville Sub. Ca!alien, Nueces County, Texas THIS AGREEMENT is made and entered into as of the day of 19 by and between MISSOURI PACIFIC RAILROAD COMPANY, a Delaware corporation, (hereinafter the Licensor) and CITY OF CORPUS CHRISTI, a Municipal corporation of, P.O. Box 9277, Corpus Christi, Texas 78469 (hereinafter the Licensee). 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 Li- censor a license fee of TWO THOUSAND 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 an underground water pipeline crossing (hereinafter called the Pipe Line) in the location shown and in conformity with the dimensions and specifications indicated on the attached print 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. 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. SPECIAL PROVISIONS: Special Provision entitled "Insurance" is attached hereto and hereby made a part hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first herein written. Witness: MISSOURI PACIFIC RAILROAD COMPANY By General Director -Real Estate Witness: CITY OF CORPUS CHRISTI X X Armando Chapa, City Secretary Wire/Pipe Line Agmt Crossing Form App 8/86 Craig A. McDowell, City Manager APPROVED: DAY OF , 1987 HAL GEORGE, CITY ATTORNEY, By 86° 7844+58 rL U.G. WATER PIPELINE X-ING 36' CARRIER PIPE (MAX.OPER.PRESS. 60 PS.I.) IN 100' X 45.75' STEEL CASING (1.125' W,TJ T/CASING 23' B.B./R, - 12' COVER (MIN.) CASING TO BE JACKED UNDER TRK. CASING TO BE SEALED AT BOTH ENDS. 750' TO c. SHARPSBURG RD. PROD. - 7844+16 U.G. WATER PIPELINE X-ING 36' CARRIER PIPE (MAX.OPER.PRESS. 60 P.S.I.) IN 40' X 45.75' STEEL CASING (1' W.T.) REST OF CASING ON RRCO: R/W HAS (0.75' W.T.) T/CASING 24' ± B.B./R. - 6' COVER (MIN.) CASING TO BE OPEN CUT. - 8 L. _L NOTE: BEFORE YOU BEGIN ANY WORK, SEE AGREEMENT FOR FIBER OPTIC PROVISIONS. �— PROPOSED TRK. 9 OOFM ery 89° EXIST CURVE DATA 2" \=30"00'51" T=768.0365' Orn L.P i(d Tx125492 v (v EXHIBIT 'A' I18ODOO URO PACIFIC RAILROAD COROPAPUt CALALLEN, NUECES COUNTY, TEXAS M.P. 148.57 - BROWNSVILLE SUB. TO ACCOMPANY AGREEMENT WITH CITY OF CORPUS CHRISTI. TEXAS COVERING AN _ UNDERGROUND WATER PIPELINE CROSSING. Scale r = 100' Ofilce of Director-RealEsteTe Omaha, Nebraska AUGUST 24,1987 .1.teGdND U.G. WATER PPEUNE X -NG SHOWN.... YELLOW PROPOSED RRCo. R/W Outlined — - — - — RRCo. R/W Outlined - . PL X/E LI 810301' Form Approved, AVP -Law EXHIBIT B Section I. 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 wireother lines, pipe lines and other facilities upon, along or across any or all parts of its property, alor any of which may be freely done at any time or times by the Licensor without liability to the Licensee or to any other party for compensation or damages. (b) The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of the Licensor's property, and others) and the right of the Licensor to renew and extend the same, and is made without covenant of title or for quiet enjoyment. Section 2. CONSTRUCTION, MAINTENANCE AND OPERATION. (a) The Pipe Line 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 madea part hereof, except as may be modified and approved by the Licensor's Assistant Vice President -Engineering. 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 construc- tion, maintenance, repair, renewal, modification or reconstruction of the Pipe Line shall be done under the supervision and to the satisfaction of the Licensor. (c) Prior to the commencement of any work in connection with the construction, maintenance, repair, renewal, modification, relocation, reconstruction or removal of the Pipe Line 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 Assistant Vice President -Engineering of the Licensor and then only under the supervision of the Assistant Vice President -Engineering 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 Pipe Line, and, in the event the Licensor pro- vides such support, the Licensee shall pay to the Licensor, within fifteen (15) days after bills shall have been rendered therefor, all expense incurred by the Licensor in connection therewith, which expense shall include all assignable costs. (d) The Licensee shall keep and maintain the soil over the Pipe Line thoroughly compacted and the grade even with the adjacent surface of the ground. Section 3. NOTICE OF COMMENCEMENT OF WORK. If an emergency shou!d arise requiring immediate attention, the Licensee shall provide as ouch 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 Pipe Line. 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, reloca- tion, removal or reconstruction of the Pipe Line, including.any and all expense which may be incurred by the Licensor in connection therewith for supervision or inspection, or otherwise. Exhibit B Page I of 4 041On PL X/E LI 870301 Form Approved, AVP -Law Section 5. RELOCATION OR REMOVAL OF PIPE LINE. (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, move all or any portion of the Pipe Line to such new location or (unless the Pipe Line extends entirely across the property of the Licensor) remove the Pipe Line from such property, as the Licensor may designate, whenever, in the furtherance of its needs and requirements, the Licensor shall find such action necessary or desirable. (b) All the terms, conditions and stipulations herein expressed with reference to the PipeLine on property of the Licensor in the location hereinbefore described shall, so far as the Pipe Line remains on the property, apply to the Pipe Line as modified, changed or relocated within the contemplation of this section. Section 6. NO INTERFERENCE WITH LICENSOR'S OPERATION. The Pipe Line and all parts thereof within and outside of the limits of the property of the Licensor shall be constructed and, at all times, maintained, repaired, renewed and operated in such manner as to cause no interference whatsoever with the constant, continuous and uninterrupted use of the tracks, property and facilities of the Licensor, and nothing shall be done or suffered to be done by the Licensee at any time that would in any manner impair the safety thereof. Section 7. PROTECTION OF FIBER OPTIC CABLE SYSTEMS. (a) Fiber optic cable systems may be buried on the Licensor's property. 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 Licensor's premises to be used by the Licensee. If it is, Licensee will telephone the telecommunications company(ies) involved, arrange for a cable locator, and make arrangements for relocation or other protection of the fiber optic cable prior to beginning any work on the Licensor's premises. (b) In addition to the liability terms elsewhere in this Agreement, the Licensee shall indemnify and hold the Licensor harmless against and from all cost, liability, and expense whatsoever (including, without limitation, attorney's fees and court costs and expenses) arising out of or in any way contributed to byany act or omission of the Licensee, its contractor, agents and/or employees, that causes or in any way or degree contributes to (I) any damage to or destruction of any telecommunications system by the Licensee, and/or its contractor, agents and/or employees, on Licensor's property, (2) any injury to or death of any person employed by or on behalf of any telecommunications caipany, and/or its contractor, agents and/or employees, on Licensor's property, and/or (3) any claim or cause of action for alleged loss of profits or revenue by, or loss of service by a customer or user of, such telecarmunciation carpany(ies). 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 Pipe Line, and shall not permit or suffer any mechanic's or materialman's lien of any kind or nature to be enforced against the property for any work done or materials furnished thereon at the instance or request or on behalf of the Licensee. The Licensee shall indemnify and hold harmless the Licensor against and from any and all liens, claims, demands, costs and expenses of whatsoever nature in any way connected with or growing out of such work done, labor performed, or materials furnished. (b) The Licensee shall promptly pay or discharge all taxes, charges and assessments levied upon, in respect to, or on account of the Pipe Line, to prevent the same frau 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 Pipe Line or any improvement, appliance or fixture con- nected therewith placed upon such property, or on account 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. Exhibit B Page 2 of 4 0410n PL X/E L1 870301 Form Approved, AVP -Law 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 connec- tion with the construction, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Pipe Line, 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 frau 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 of or arises from the taking down of any fence or the moving or disturbance of any other property of the Licensor. Section 10. INDEMNITY. As a major inducement and consideration for the license and permission herein, the Licensee shall indemnify and hold harmless the Licensor and other railroads or owners of fiber optic cable authorized by Licensor to use Licensor's property or tracks (Other Companies), their officers, agents and employees, against and frau any and all liability, loss, damage, claims, demands, actions, causes of action, penalties, costs and expenses of whatsoever nature, including court costs and attorneys' fees, which nay result from injury to or death of persons whomsoever (including officers, agents and employees of the Licensor and of the Licensee, as well as other persons), or against and from damage to or loss or destruction of property whatsoever (including damage to the roadbed, tracks, equipment or other property of the Licensor and Other Companies or property in their care or custody), when such injury, death, loss, destruction or damage is due to or arises because of: 1. The existence of the Pipe Line or the construction operation, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Pipe Line or any part thereof, or 2. The contents in or from the Pipe Line including bursting of or leaks in the Pipe Line, except when caused by the sole and direct negligence of the Licensor, Other Companies, their officers, agents or employees. The Licensee does hereby release the Licensor and Other Companies, their officers, agents and employees, from all liability for damages on account of damage to or loss or destruction of the Pipe Line from any cause whatsoever, including the sole and direct negligence of the Licensor and Other Companies, their officers, agents and employees. Section ll. REMOVAL OF PIPE LINE UPON TERMINATION Of AGREEMENT. Prior to the termination of this Agreement howsoever, the Licensee shall, at Licensee's sole expense, remove the Pipe Line 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 Pipe Line. If the Licensee fails to do the foregoing, the Licensor may do such work of removal and restoration at the cost and expense of the Licensee. The Licensor may, at its option, upon such termination, at the entire cost and expense of the Licensee, remove the portions of the Pipe Line located underneath its roadbed and track or tracks and retore such roadbed to as good a condition as it was in at the time of the construction of the Pipe Line, or it nay permit the Licensee to do such work of removal and restoration under the supervision of the Licensor. In the event of the removal by the Licen- sor of the property ofthe Licensee and of the restoration of the roadbed and property as herein provided, the Licensor shall in no manner be liable to the Licensee for any damage sustained by the, Licensee for or on account thereof, and such removal and restoration shall in no manner prejudice or impair any right of action for damages, or otherwise, that the Licensor may have against the Licensee. Section 12. WAIVER OF BREACH. The waiver by the Licensor of the breach of any condition, covenant or agreement herein contained to be kept,observed and performed by the Licensee shall in no way impair the right of the Licensor to avail itself of any subsequent breach thereof. Exhibit B Page 3 of 4 0410n Pt X!E LI 870301 Form Approved, AVP -Law Section 13. TERMINATION. (a) If the licensee does not use the right herein granted or the Pipe Line for one (1) year, or if the Licensee continues in default in the performance of any covenant or agree- ment herein contained for a period of thirty (30) days after written notice frau the Licensor to the Licensee specifying such default, the Licensor may, at its option, forthwith immedi- ately 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 nailing 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 nay 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 trans- fer 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. Exhibit B Page 4 of 4 0410n INSURANCE The Licensee, at the Licensee's own sole cost and expense, shall provide to the Licensor a Certificate of Insurance certifying to the effectiveness of insurance as follows: General Public Liability providing bodily injury and property damage coverage with combined single limit of at least $1,000,000 each occurrence, a portion of which may be self-insured with the consent and approval of the Licensor. Such insurance shall be endorsed to provide contractual liability assumed by the Licensee under this Agreement, and that coverage shall not be cancelled or changed without giving thirty (30) days' prior written notice to Licensor, c/o Manager -Insurance, 1416 Dodge Street, Omaha, Nebraska 68179. 4• LICENSE SUPPLEMENT DUPLICATE COPY Audit No. CA -73302 Folder No. 1272-90 • THIS SUPPLEMENTAL AGREEMENT is made as of the day of , 19 by and between MISSOURI PACIFIC RAILROAD COMPANY, a Delaware corporation Thereinafter the Licensor), and CITY OF CORPUS CHRISTI, a Municipal corporation of P.O. Box 9277, Corpus Christi, Texas 78469 (hereinafter the Licensee). RECITALS: By agreement dated January 31, 1975, identified in the records of the Licensor as Agreement No. CA -73302 (herein called "Original Agreement"), the Licensor granted the Licensee permission to construct, maintain and operate an underground pipe line crossing at or near Calalien, Nueces County, Texas. The parties now desire to modify the Original Agreement by adding a short 10 -inch D.I. sanitary sewer line and new manhole to connect the new highway crossing with the existing railroad crossing. Section 1 - CONSIDERATION Upon the execution and delivery of this Supplemental Agreement, the Licensee -shall pay to the Licensor a license fee of three hundred seventy-five dollars ($375.00). Section 2 - SUBSTITUTION OF PRINT Print dated September 16, 1987, attached hereto as Exhibit "A" shall be and hereby is substituted for the print dated January 31, 1975, attached to the Original Agreement, and shall be and hereby is made a part of the Original Agreement. Section 3 - PROTECTION OF FIBER OPTIC CABLE SYSTEMS The following is hereby made a part of the Original Agreement: (a) Fiber optic cable systems may be buried on the Licensor's property. 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 Licensor's premises to be used by the Licensee. If it is, Licensee will telephone the telecommunications company(ies) involved, arrange for a cable locator, and make arrangements for relocation or other protection of the fiber optic cable prior to beginning any work on the Licensor's premises. 1 License Supplement Form App. 8/86 AVP Law Y900 irAPVilJlitlA11kr1StO3 *3U 1st (b) In addition to the liability terms elsewhere in this Agreement, the Licensee shall indemnify and hold the Licensor harmless against and from all cost, liability, and expense whatsoever (including, without limitation, attorney's fees and court costs and expenses) arising out of or in any way contributed to by any act or omission of the Licensee, its contractor, agents and/or employees, that causes or in any way or degree contributed to (1) any damage to or destruction of any telecommunications system by the Licensee, and/or its contractor, agents and/or employees, on Licensor's property, (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on Licensor's property, and/or its contractor, agents and/or employees, on Licensor's property, and/or (3) any claim or cause of action for alleged loss of profits or revenue by, or loss of service by a customer or user of, such telecommunication company(ies). Section 4 - EFFECTIVE DATE This Supplemental Agreement shall be effective as of the above written. Section 5 - TERM The Original Agreement, as hereby modified, shall remain effect, subject to termination as provided therein. IN WITNESS WHEREOF, the parties hereto have caused Agreement to be executed, in duplicate, as of the day and year written. date first herein in full force and this Supplemental first hereinabove Witness: MISSOURI PACIFIC RAILROAD COMPANY By General Director -Real Estate Witness: CITY OF CORPUS CHRISTI Armando Chapa, City Secretary Craig A. McDowell, City Manager APPROVED: DAY OF , 1987 HAL GEORGE, CITY ATTORNEY By Assistant City Attorney 2 License Supplement Form App. 8/86 AVP Law RESOLUTION WHEREAS, the MISSOURI PACIFIC RAILROAD COMPANY (hereinafter called Rail- road Company) has tendered to the CITY OF CORPUS CHRISTI, STATE OF TEXAS (here- inafter called City) a license for an underground sewer pipe line crossing at M.P. 148.16 (Brownsville Sub.), Calallen, Texas, identified in the Railroad Company's records as Audit No. CA -73302; and WHEREAS, the Council of said City has said proposed agreement before it and has given it careful review and consideration; and WHEREAS, it is considered that the best interests of said City will be subserved by the acceptance of said agreement; THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CORPUS CHRISTI: That the terms of the agreement submitted by the Railroad Company as aforesaid be, and the same are hereby, accepted in behalf of said City; That the Mayor of said City is hereby authorized, empowered, and directed to execute said agreement on behalf of said City and that the City Clerk of said City is hereby authorized and directed to attest -said agreement and to attach to each duplicate original of said agreement a certified copy of this Resolution. STATE OF TEXAS COUNTY OF NUECES )ss I , City Clerk of said City hereby certify that the above and foregoing is a true, full and correct copy of a resolution adopted by the Council of said City at a meeting held according to law at said City on the day of , 19, as the same appears on file and of record in this office. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the corpo- rate seal of said City, this day of , 19 City Clerk of the City of Corpus Christi State of Texas NOTE: BEFORE YOU BEGIN ANY WORK, SEE AGREEMENT FOR FIBER OPTIC PROVISIONS. t0 V°1114.%1LLE ' N O ISTING U.G. SEWER EXISTING SEWER PIPELINE X-ING 41 H J 2 +1 CO 4N m r' NEW 10' SEWER PIPELINE (EXISTING SEWER PIPELINE NEW MAN HOLE ON R/W i' ...1;t1.. i,(0. �EZK. ► ��••�~ t • ▪ � -. •1 PARCEL II I yt • PFOQO :10 - LA W 6, in % t -1 t -{ t .9 t � 55°± t orn LP fa TX127290 EXHBIT •A• E DNC®URO PACOFIC OTADLWOA® COMPANY CALALLEN. NUECES COUNTY. TEXAS M.P.148.16 - BROWNSVILLE SUB. TO ACCOMPANY AGREEMENT WITH CITY OF CORPUS CHRISTI COVERING AN UNDERGROUND SEWER PPELINE CROSSING. Scale I• a 100' Office of Director-RealEstate Omaha. Nebraska SEPTEMBER 16.1987 .1.10111110• U.G. SEWER PPELPE X -RIG SHOWN.... PROPOSED RRCo. R/W Outlined RRCo. R/W Outlined —..— YELLOW CITY OF CORPUS CHRISTI, TEXAS CERTIFICATION OF FUNDS (City Charter Article IV Section 21) October 5, 1987 I certify to the City Council that $ 5,125.00 , the amount required for the contract, agreement, obligation or expenditures contemplated in the above and foregoing ordinance is in the Treasury of the City of Corpus Christi to the credit of: Fund No. and Name Project No. Project Name No. 205 Water Bold Fund 205-87-44-4.1 IH -37 through Calallen from which it is proposed to be drawn, and such Honey is not appropriated for any other purpose. <Se h , 19g,;7( FIN 2-55 Revised 7/31/69 ' "� •d� /1 G ,0/6/8? Finance r- 99.066.01 Corpus Christi, Texas,, ��JJ �`` /3 day of ®etfr (L J , 1982 The above resolution was passed by the following vote: Betty N. Turner David Berlanga, Sr. Leo Guerrero Frank Mendez Cl if Moss - " P Bill Pruet% Mary Rhodes j ,tjf] LMary Pat Slavik , Linda Strong 20004