HomeMy WebLinkAboutContract 58491 Tracking#22W-13835
PIPELINE LICENSE CSC No.58491
THIS PIPELINE LICENSE("License")is made to be effective November 3 ,2022(the"Effective Date")
by and between BNSF RAILWAY COMPANY,a Delaware corporation("Licensor")and CITY OF FORT WORTH,
a Texas Municipality("Licensee").
In consideration of the mutual covenants contained herein, the parties agree to the following:
GENERAL
1. Grant of License. Licensor hereby grants Licensee a non-exclusive license,subject to all rights, interests,
and estates of third parties, including,without limitation, any leases, use rights, easements, liens, or other
encumbrances, and upon the terms and conditions set forth below, to construct and maintain, in strict
accordance with the drawings and specifications approved by Licensor as part of Licensee's application
process(the"Drawings and Specifications"), one (1) RCP pipeline, 24 inches in diameter(collectively,
the "Pipeline"), across or along Licensor's rail corridor at or near the station of Fort Worth, County of
Tarrant, State of Texas, Line Segment 7554, Mile Post 346.26 as shown on the attached Drawing No.
84458, dated April 6, 2022, attached hereto as Exhibit"A" and incorporated herein by reference (the
"Premises").
2. Term. This License shall commence on the Effective Date and shall continue so long as the pipeline
remains in public use, subject to prior termination as hereinafter described.
3. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing
lessees, licensees, easement beneficiaries or lien holders, if any, or interfere with the use, repair,
maintenance or replacement of such improvements.
4. Use of the Premises. Licensee shall use the Premises solely for construction, maintenance, and use of
the Pipeline in accordance with the Drawings and Specifications. The Pipeline shall carry storm water,
and Licensee shall not use the Pipeline to carry any other material or use the Premises for any other
purpose. Licensee is expressly prohibited from using or allowing any telecommunication facilities or
equipment within the Premises, or using or allowing the use of the Premises for any other purpose.
5. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises
or permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises
without Licensor's prior written consent.
COMPENSATION
6. License Fee. Licensee shall pay Licensor, prior to the Effective Date, a one-time payment (in lieu of
recurring periodic fixed license fees)in the amount the sum of Seven thousand four hundred and No/100
Dollars ($7,400.00)as compensation for the use of the Premises.
7. Costs and Expenses.
7.1 For the purpose of this License,"cost"or"costs"and"expense"or"expenses"includes, but is not
limited to, actual labor and material costs including all assignable additives, and material and
supply costs at current value where used.
7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below)for all costs
and expenses incurred by Licensor in connection with Licensee's use of the Premises or the
presence,construction and maintenance of the Pipeline, including but not limited to the furnishing
of Licensor's flaggers and any vehicle rental costs incurred, inspection coordination, safety,
mobilization and/or other observation services described in this License (collectively, the
"Services"). Licensee shall bear the cost of the Services,when deemed necessary by Licensor's
representative. Flagging costs shall include, but not be limited to, the following: pay for at least
an eight (8) hour basic day with time and one-half or double time for overtime, rest days and
holidays (as applicable); vacation allowance; paid holidays (as applicable); railway and
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CITY SECRETARY
FT.WORTH,TX
Tracking#22W-13835
unemployment insurance; public liability and property damage insurance; health and welfare
benefits; transportation; meals; lodging and supervision. Negotiations for railway labor or
collective bargaining agreements and rate changes authorized by appropriate Federal authorities
may increase flagging rates. Flagging rates in effect at the time of performance by the flaggers
will be used to calculate the flagging costs pursuant to this Section 7.
7.3 Licensor, at its sole discretion, may elect to designate a third party(the"Scheduling Agent"), to
perform and/or arrange for the performance of the Services.
8. Payment Terms. All invoices are due thirty (30) days after the date of invoice. If Licensee fails to pay
any monies due to Licensor within thirty(30)days after the invoice date, then Licensee shall pay interest
on such unpaid sum from the due date until paid at an annual rate equal to the lesser of(i)the prime rate
last published in The Wall Street Journal in the preceding December plus two and one-half percent (2-
1/2%), or(ii)the maximum rate permitted by law.
LICENSOR'S RESERVED RIGHTS
9. Reserved Rights of Use. Licensor excepts and reserves the right, to be exercised by Licensor and any
other parties who may obtain written permission or authority from Licensor:
9.1 to maintain, use,operate, repair, replace, modify and relocate any utility, power or communication
pipe/lines/cables and appurtenances (other than the Pipeline)and other facilities or structures of
like character upon, over, under or across the Premises existing as of the Effective Date;
9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional
facilities, structures and related appurtenances upon, over, under or across the Premises; or
9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided
Licensor uses all commercially reasonable efforts to avoid material interference with the use of
the Premises by Licensee for the purpose specified in Section 4 above.
10. Right to Require Relocation. If at any time during the term of this License, Licensor desires the use of its
rail corridor in such a manner as would, in Licensor's reasonable opinion, be interfered with by the
Pipeline, Licensee shall, at its sole expense, within thirty (30) days after receiving written notice from
Licensor to such effect, make such changes in the Pipeline as in the sole discretion of Licensor may be
necessary to avoid interference with the proposed use of Licensor's rail corridor, including, without
limitation, the relocation of the Pipeline, or the construction of a new pipeline to replace the Pipeline.
Notwithstanding the foregoing, Licensee agrees to make all emergency changes and minor adjustments,
as determined by Licensor in its sole discretion, to the Pipeline promptly upon Licensor's request.
LICENSEE'S OPERATIONS
11. Construction and Maintenance of the Pipeline.
11.1 Licensee shall not enter the Premises or commence construction unless accompanied by
Licensor's representative, the Scheduling Agent or its designee. Licensee shall notify Licensor's
Roadmaster, Ivan Arias at Ivan.Arias(a-bnsf.com, telephone 612-562-3342, at least ten (10)
business days prior to installation of the Pipeline and prior to entering the Premises for any
subsequent maintenance thereon. In the event of emergency, Licensee shall notify Licensor of
Licensee's entry onto the Premises at the telephone number above as soon as practicable and
shall promptly thereafter follow up with written notice of such entry.
11.2 Licensee's on-site supervisors shall retain/maintain a fully executed copy of this License at all
times while on the Premises.
11.3 While on the Premises, Licensee shall use only public roadways to cross from one side of
Licensor's tracks to the other.
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11.4 Licensee shall be responsible for its contractor's actions.
11.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other
activity using mechanized equipment and/or machinery, or place or store any mechanized
equipment, tools or other materials, within twenty-five (25) feet of the centerline of any railroad
track on the Premises unless Licensee has obtained prior written approval from Licensor.
Licensee shall, at its sole cost and expense, perform all activities on and about the Premises,
including without limitation all construction and maintenance of the Pipeline, in such a manner
and of such materials as not at any time to endanger or interfere with (i)the existence or use of
present or future tracks, roadbeds, or property of Licensor, (ii)the safe operation and activities of
Licensor or existing third parties, or(iii)the rights or interests of third parties. If ordered to cease
using the Premises at any time by Licensor's personnel due to any hazardous condition, Licensee
shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that
Licensor has no duty or obligation to monitor Licensee's use of the Premises to determine the
safe nature thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the
Premises is safe. Neither the exercise nor the failure by Licensor to exercise any rights granted
in this Section will alter the liability allocation provided by this License.
11.6 Licensee shall,at its sole cost and expense,construct and maintain the Pipeline in such a manner
and of such material that the Pipeline will not at any time endanger or interfere with (i) the
existence or use of present or future tracks, roadbeds, or property of Licensor, (ii) the safe
operation and activities of Licensor or existing third parties, or (iii) the rights or interests of third
parties. The construction of the Pipeline shall be completed within one (1)year of the Effective
Date,and any subsequent maintenance shall be completed within one(1)year of initiation. Within
fifteen (15) days after completion of the construction of the Pipeline or the performance of any
subsequent maintenance thereon, Licensee shall, at Licensee's own cost and expense, restore
the Premises to substantially their state as of the Effective Date, unless otherwise approved in
advance by Licensor in writing. On or before expiration or termination of this License for any
reason, Licensee shall,at its sole cost and expense,surrender the Premises to Licensor pursuant
to the terms and conditions set forth in Section 24 hereof.
11.7 Licensor may direct one or more of its field engineers or inspectors to observe or inspect the
construction and/or maintenance of the Pipeline at any time for compliance with the Drawings
and Specifications and Legal Requirements (defined below). Licensee shall reimburse Licensor
for the cost of such observation or inspection related services pursuant to Section 8. If ordered
at any time to halt construction or maintenance of the Pipeline by Licensor's personnel due to
non-compliance with the Drawings and Specifications or any other hazardous condition, Licensee
shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that
Licensor has no duty or obligation to observe or inspect, or to halt work on, the Pipeline, it being
solely Licensee's responsibility to ensure that the Pipeline is constructed and maintained in strict
accordance with the Drawings and Specifications and in a safe and workmanlike manner in
compliance with all terms hereof. Neither the exercise of, nor the failure by Licensor to exercise,
any right granted by this Section will alter in any way the liability allocation provided by this
License. If at any time Licensee shall, in the sole judgment of Licensor, fail to properly perform
its obligations under this Section 11, Licensor may, at its option and at Licensee's sole expense,
arrange for the performance of such work as it deems necessary for the safety of its operations
and activities. Licensee shall promptly reimburse Licensor for all costs and expenses of such
work, pursuant to the terms of Section S. Licensor's failure to perform any obligations of Licensee
shall not alter the liability allocation hereunder.
12. Boring and Excavation.
12.1 Prior to Licensee conducting any boring, excavation, or similar work on or about any portion of
the Premises, Licensee shall contact the applicable State's call-before-you-dig utility location
service to have 3rd parties mark the location of utilities. Licensee shall explore the proposed
location for such work with hand tools to a depth of at least three(3)feet below the surface of the
ground to determine whether pipelines or other structures exist below the surface, provided,
however, that in lieu of the foregoing hand-tool exploration, Licensee shall have the right to use
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suitable detection equipment or other generally accepted industry practice (e.g., consulting with
the United States Infrastructure Corporation) to determine the existence or location of pipelines
and other subsurface structures prior to drilling or excavating with mechanized equipment.
Licensee shall request information from Licensor concerning the existence and approximate
location of Licensor's underground lines, utilities, and pipelines at or near the vicinity of the
proposed Pipeline by contacting Licensor's Telecommunications Helpdesk, currently at 1-800-
533-2891 (option1, then option 7), at least ten (10) business days prior to installation of the
Pipeline. Upon receiving Licensee's timely request, Licensor will provide Licensee with the
information Licensor has in its possession regarding any existing underground lines, utilities, and
pipelines at or near the vicinity of the proposed Pipeline and, if applicable, identify the location of
such lines on the Premises pursuant to Licensor's standard procedures. Licensor does not
warrant the accuracy or completeness of information relating to subsurface conditions of the
Premises and Licensee's operations will be subject at all times to the liability provisions herein.
12.2 For all bores greater than 26-inch diameter and at a depth less than 10.0 feet below bottom of
rail, a soil investigation must be performed by Licensee and reviewed by Licensor prior to
construction. This study is to determine if granular material is present, and to prevent subsidence
during the installation process. If the investigation determines in Licensor's reasonable opinion
that granular material is present, Licensor may select a new location for Licensee's use, or may
require Licensee to furnish for Licensor's review and approval, in Licensor's sole discretion, a
remedial plan to deal with the granular material. Once Licensor has approved any such remedial
plan in writing, Licensee shall, at Licensee's sole cost and expense, carry out the approved plan
in accordance with all terms thereof and hereof.
12.3 No wells shall be installed without prior written approval from Licensor.
12.4 Any open hole, boring, or well constructed on the Premises by Licensee shall be safely covered
and secured at all times when Licensee is not working in the actual vicinity thereof. Following
completion of that portion of the work, all holes or borings constructed on the Premises by
Licensee shall be:
12.4.1 filled in to surrounding ground level with compacted bentonite grout; or
12.4.2 otherwise secured or retired in accordance with any applicable Legal Requirement. No excavated
materials may remain on Licensor's property for more than ten (10) days, but must be properly
disposed of by Licensee in accordance with applicable Legal Requirements.
LIABILITY AND INSURANCE
13. Liability and Indemnification.
13.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated
companies, partners, successors, assigns, legal representatives, officers, directors,
shareholders, employees, and agents; (b) "Liabilities" means all claims, liabilities, fines,
penalties, costs, damages, losses, liens, causes of action, suits, demands, judgments, and
expenses (including, without limitation, court costs, reasonable attorneys' fees, costs of
investigation, removal and remediation, and governmental oversight costs) environmental or
otherwise; and (c)"Licensee Parties" means Licensee and Licensee's officers, agents, invitees,
licensees, employees, or contractors, or any party directly or indirectly employed by any of them,
or any party they control or exercise control over.
13.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE
ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS
INDEMNITEES FOR, FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE,
KIND, OR DESCRIPTION DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING
FROM, OR RELATED TO (IN WHOLE OR IN PART):
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13.2.1 THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ITS ENVIRONMENTAL
PROVISIONS,
13.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE,
13.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES,
13.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY
OR CONTRIBUTED TO BY LICENSEE, OR
13.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY.
13.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES
AND WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY
AND ALL CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR IS A
GENERATOR, OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE
PURPOSES OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION,
AND LIABILITY ACT, AS AMENDED ("CERCLA") OR OTHER ENVIRONMENTAL LAWS
(DEFINED BELOW). NOTHING IN THIS LICENSE IS MEANT BY EITHER PARTY TO
CONSTITUTE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES AND
THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY AGENCY OR COURT
CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER
DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND
INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS
LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE
PREMISES AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE
TO LICENSEE FOR THE ENVIRONMENTAL CONDITION OF THE PREMISES.
13.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN
EMPLOYEE OF ANY INDEMNITEE, TO THE FULLEST EXTENT PERMITTED BY LAW,
LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY,
DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST ANY
LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY SUCH
ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF EMPLOYMENT BY AN
INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS THEREUNDER:
THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE
LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE
RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR
FEDERAL STATUTE.
13.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT
LIABILITIES ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF ANY INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES,
INCLUDING THOSE ARISING FROM OR ATTRIBUTED TO ANY OTHER ALLEGED OR
ACTUAL NEGLIGENCE,INTENTIONAL ACTS,OR STRICT LIABILITY OF ANY INDEMNITEE.
13.6 Intentionally deleted.
13.7 NOTHING CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO REQUIRE
LICENSEE TO CREATE A SINKING FUND OR TO ASSESS, LEVY AND COLLECT ANY TAX
TO FUND ITS OBLIGATIONS UNDER THIS SECTION.
14. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO,
FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK
OF LICENSEE ONLY, AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR
THEFT THEREOF,WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY
INDEMNITEE.
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15. Insurance. Licensor acknowledges that the City of Fort Worth is basically a self-funded entity, with the
exception of Railroad Protective Liability Insurance. Damages for which the City of Fort Worth would
ultimately be found liable would be paid directly and primarily by the City of Fort Worth and not by a
commercial insurance company. Licensee shall require its contractor to procure and maintain during the
life of this License the following insurance coverage:
Commercial General Liability "CGL" Insurance.
a. The policy will provide a minimum of$5,000,000 per occurrence and an aggregate limit of at
least $10,000,000 but in no event will the coverage be in an amount less than the amount
otherwise carried by Licensee. Coverage must be purchased on a post 2004 ISO occurrence
form or equivalent and include coverage for, but not limited to, the following:
■ Bodily Injury and Property Damage
■ Personal Injury and Advertising Injury
■ Fire legal liability
■ Products and completed operations
b. This policy will include the following endorsements or language, which shall be indicated on
or attached to the certificate of insurance:
■ The definition of "Insured Contract" will be amended to remove any exclusion or other
limitation for any work being done within 50 feet of Licensor's property;
• Waiver of subrogation in favor of and acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang
LaSalle Brokerage, Inc. to include coverage for ongoing and completed operations;
• Separation of insureds;
■ The policy shall be primary and non-contributing with respect to any insurance carried by
Licensor.
c. The parties agree that the workers' compensation and employers' liability related exclusions
in the CGL policy(s)are intended to apply to employees of the policyholder and will not apply
to Licensor's employees.
d. No other endorsements that limit coverage with respect to Licensee's obligations under this
agreement may be included on the policy.
15.1 Business Automobile Insurance.
a. The insurance will provide minimum coverage with a combined single limit of at least
$1,000,000 per accident, and include coverage for, but not limited to the following:
■ Bodily injury and property damage.
■ Any and all vehicles owned, used or hired.
b. The policy will include the following endorsements or language, which will be indicated on or
attached to the certificate of insurance:
• Waiver of subrogation in favor of and acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor;
• Separation of insureds;
■ The policy shall be primary and non-contributing with respect to any insurance carried by
Licensor.
15.2 Workers' Compensation and Employers' Liability Insurance.
a. The policy will provide coverage of all employees performing any part of the installation or
maintenance of the Pipeline including coverage for, but not limited to:
■ Licensee's statutory liability under the workers'compensation laws of the state(s)in which
the work or services under this agreement are to be performed. The policy will cover all
of Licensee's employees, regardless of whether such coverage is optional under the law
of that state(s).
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■ Employers' Liability (Part B)with limits of at least$500,000 each accident, $500,000 by
disease policy limit, $500,000 by disease each employee.
b. The policy will include contain the following endorsements or language, which shall be
indicated on or attached to the certificate of insurance:
■ Waiver of subrogation in favor of and acceptable to Licensor.
15.4 Railroad Protective Liability Insurance. The policy will name only Licensor as the Insured and will
provide coverage of at least$5,000,000 per occurrence and $10,000,000 in the aggregate. The
coverage obtained under this policy shall only be effective during the initial installation and/or
construction of the Pipeline. THE CONSTRUCTION OF THE PIPELINE SHALL BE
COMPLETED WITHIN ONE (1) YEAR OF THE EFFECTIVE DATE. If further maintenance of
the Pipeline is needed at a later date, an additional Railroad Protective Liability Insurance Policy
shall be required. The policy will be issued on a standard ISO form CG 00 35 12 04 and include
the following:
■ Endorsed to include the Pollution Exclusion Amendment.
■ Endorsed to include the Limited Seepage and Pollution Endorsement.
■ Endorsed to remove any exclusion for punitive damages.
■ Endorsed to include Evacuation Expense Coverage Endorsement.
■ No other endorsements restricting coverage may be added.
■ The original policy must be provided to Licensor and Licensee shall not perform any work or
services of any kind under this agreement until Licensor has reviewed and approved the
policy.
■ The definition of"Physical Damage to Property"will be endorsed to read: "means direct and
accidental loss of or damage to all property owned by any named insured and all property in
any named insured's care, custody and control (including, but not limited to rolling stock and
their contents, mechanical construction equipment or motive power equipment, railroad
tracks, roadbeds, catenaries, signals, tunnels, bridges and buildings) arising out of the acts
or omissions of the contractor named on the Declarations."
In lieu of providing a Railroad Protective Liability Policy, for a period of one (1) year from the
Effective Date, Licensee may participate in Licensor's Blanket Railroad Protective Liability
Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as
above. The cost is$1,266.00.
❑ Licensee may elect to participate in Licensor's Blanket Policy;
❑ Licensee declines to participate in Licensor's Blanket Policy.
15.5 Intentionally deleted.
15.6 Other Requirements:
15.6.1 Where allowable by law, no exclusion for punitive damages may be included in any policy.
15.6.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits
against Licensor. In addition, Licensee's insurers,through the terms of the policy or policy
endorsement, waive their right of subrogation against Licensor for all claims and suits.
Licensee further waives its right of recovery, and its insurers also waive their right of
subrogation against Licensor for loss of Licensee's owned or leased property or property
under Licensee's care, custody, or control.
15.6.3 Allocated Loss Expense, including but not limited to defense costs and expenses, will be
in addition to all policy limits for coverage under the insurance requirements.
15.6.4 With the exception of Railroad Protective Liability Policy, Licensee is allowed to self-
insure. Licensee shall directly cover any self-insured retention or other financial
responsibility for claims in lieu of insurance. Any and all Licensor liabilities that would
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otherwise be covered by Licensee's insurance in accordance with the provisions of this
agreement, will be covered as if Licensee elected not to include a self-insured retention
or other financial responsibility for claims.
15.6.5 Prior to entering the Premises or commencing any work related to the installation or
subsequent maintenance of the Pipeline, Licensee shall furnish to Licensor an acceptable
certificate(s) of insurance from an authorized representative evidencing the required
coverage(s), endorsements, and amendments.
15.6.6 Licensee shall notify BNSF in writing at least 30 days prior to any cancellation, non-
renewal, substitution or material alteration of any insurance requirement.
15.6.7 Any insurance policy shall be written by a reputable insurance company acceptable to
Licensor or with a current Best's Guide Rating of A- and Class VII or better, and
authorized to do business in the state(s) in which the service is to be provided.
15.6.8 If the coverage provided by any of the insurance policies required by this agreement is
purchased on a "claims made" basis, Licensee hereby agrees to maintain coverage in
force for a minimum of three years after expiration, cancellation or termination of this
agreement.
15.6.9 Licensee agrees to provide evidence to Licensor that it has the required coverage in place
at least annually or in the event of a renewal or material change of coverage
15.6.10 Licensee represents that this License has been thoroughly reviewed by Licensee's
insurance agent(s)/broker(s), and that Licensee has instructed them to procure the
insurance coverage required by this License.
15.6.11 Not more frequently than once every five years, Licensor may, at its discretion,
reasonably modify the insurance requirements to reflect the then-current risk
management practices in the railroad industry and underwriting practices in the insurance
industry.
15.6.12 If Licensee will subcontract any portion of the operation, Licensee shall require that the
subcontractor provide and maintain insurance coverage(s) as set forth herein, naming
Licensor as an additional insured. In addition, Licensee shall require that the
subcontractor shall release,defend and indemnify Licensee to the same extent and under
the same terms and conditions as Licensee is required to release, defend and indemnify
Licensor under this agreement.
15.6.13 Failure to provide evidence as required by this section shall entitle, but not require,
Licensor to terminate this License immediately. Acceptance of a certificate that does not
comply with this section shall not operate as a waiver of Licensee's obligations hereunder.
15.6.14 The fact that Licensee obtains insurance (including, without limitation, self-insurance)
shall not release or diminish Licensee's liabilities or obligations including, without
limitation, the liabilities and obligations under the indemnity provisions of the License.
Damages recoverable by Licensor shall not be limited by the amount of the required
insurance coverage.
15.6.15 In the event of a claim or lawsuit involving BNSF arising out of this Agreement,
Licensee will make the policy covering such claims or lawsuits available to BNSF.
15.6.16 If Licensee maintains broader coverage and/or higher limits than the minimum
requirements in this Agreement, BNSF requires and shall be entitled to the broader
coverage and/or the higher limits. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to BNSF.
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15.6.17 These insurance provisions are intended to be a separate and distinct obligation on the
part of the Licensee. Therefore,these provisions shall be enforceable and Licensee shall
be bound thereby regardless of whether or not indemnity provisions are determined to be
enforceable in the jurisdiction in which the work or services are performed under this
License.
15.6.18 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe,
LLC, "BNSF Railway Company"and the subsidiaries, successors, assigns and affiliates
of each.
COMPLIANCE WITH LAWS, REGULATIONS,AND ENVIRONMENTAL MATTERS
16. Compliance with Laws, Rules, and Regulations.
16.1 Licensee shall observe and comply with any and all applicable federal, state, local, and tribal
laws, statutes, regulations, ordinances, orders, covenants, restrictions, or decisions of any court
of competent jurisdiction ("Legal Requirements") relating to the construction, maintenance, and
use of the Pipeline and the use of the Premises.
16.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s)to comply with all
of Licensor's applicable safety rules and regulations. Licensee must ensure that each of its
employees, contractors, agents or invitees entering upon the Premises completes the safety
orientation program at the Website"www.BNSFcontractor.com"(the"Safety Orientation")within
one year prior to entering upon the Premises. Additionally, Licensee must ensure that each and
every employee of Licensee, its contractors, agents and invitees possess a card certifying
completion of the Safety Orientation prior to entering upon the Premises. Licensee must renew
(and ensure that its contractors, agents or invitees, as applicable, renew) the Safety Orientation
annually.
16.3 Licensee shall obtain on or before the date it or its contractor enters the Premises, any and all
additional rights-of way, easements, licenses and other agreements relating to the grant of rights
and interests in and/or access to the Premises (collectively, the "Rights")and such other rights,
licenses, permits,authorizations,and approvals(including without limitation, any necessary local,
state, federal or tribal authorizations and environmental permits) that are necessary in order to
permit Licensee to construct, maintain, own and operate the Pipeline and otherwise to perform
its obligations hereunder in accordance with the terms and conditions hereof.
16.4 Licensee shall either require that the initial stated term of each such Rights be for a period that
does not expire, in accordance with its ordinary terms, prior to the last day of the term of this
License or, if the initial stated term of any such Right expires in accordance with its ordinary terms
on a date earlier than the last day of the term of this License, Licensee shall, at its cost, exercise
any renewal rights thereunder, or otherwise acquire such extensions, additions and/or
replacements as may be necessary, in order to cause the stated term thereof to be continued
until a date that is not earlier than the last day of the term of this License.
16.5 Upon the expiration or termination of any Right that is necessary in order for Licensee to own,
operate or use the Pipeline in accordance with the terms and conditions of this License, this
License thereby shall automatically expire upon such expiration or termination of the Right.
17. Environmental.
17.1 Licensee shall strictly comply with Environmental Laws (as defined below). Licensee shall not
maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as
defined by Environmental Laws on the Premises. Licensee shall not release or suffer the release
of oil or Hazardous Materials (as defined below)on or about the Premises.
17.2 Except as specifically set forth in Section 4 of this License, Licensee covenants that it will not
handle or transport Hazardous Materials through the Pipeline or on Licensor's property. Upon
-9- Form 424;Rev.20200605
Tracking#22W-13835
request by Licensor, Licensee agrees to furnish Licensor with proof, satisfactory to Licensor, that
Licensee is in compliance with the provisions of this Section 17.2.
17.3 Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at(800)
832-5452 of any known(i)release of Hazardous Materials on,from, or affecting the Premises, (ii)
violation of Environmental Laws, or(iii)inspection or inquiry by governmental authorities charged
with enforcing Environmental Laws with respect to Licensee's use of the Premises. Licensee
shall use its best efforts to immediately respond to any release on,from,or affecting the Premises.
Licensee also shall give Licensor prompt notice of all measures undertaken on behalf of Licensee
to investigate, remediate, respond to or otherwise cure such release or violation.
17.4 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws
arising in any way with respect to the Pipeline which occurred or may occur during the term of
this License, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely
measures to investigate, remediate, respond to or otherwise cure such release or violation
affecting the Premises or Licensor's right-of-way.
17.5 Licensee shall immediately report to Licensor's Resource Operations Center at (800) 832-5452
any conditions or activities upon the Premises known to Licensee which create a risk of harm to
persons, property or the environment and shall take all reasonable actions necessary to prevent
injury to persons, property, or the environment arising out of such conditions or activities;
provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any
obligation whatsoever imposed on it by this License. Licensee shall promptly respond to
Licensor's request for information regarding said conditions or activities.
17.6 During the term of this License, Licensor may, at Licensor's option, require Licensee to conduct
an environmental audit, including but not limited to sampling, of the Premises through an
environmental consulting engineer acceptable to Licensor, at Licensee's sole cost and expense,
to determine if any noncompliance or environmental damage to the Premises has occurred during
occupancy thereof by Licensee. The audit shall be conducted to Licensor's satisfaction and a
copy of the audit report shall promptly be provided to Licensor for its review. Licensee shall pay
all expenses for any remedial or corrective action that may be required as a result of said audit to
correct any noncompliance or environmental damage, and Licensee shall diligently pursue and
complete all necessary work prior to termination of this License. Licensee's obligations under this
Section 17.6 shall survive termination of this License.
17.7 Notwithstanding anything in this Section 17, the parties agree that Licensor has no duty or
obligation to monitor Licensee's use of the Premises to determine Licensee's compliance with
Environmental Laws, it being solely Licensee's responsibility to ensure that Licensee's use of the
Premises is compliant. Neither the exercise nor the failure by Licensor to exercise any rights
granted in this Section will alter the liability allocation provided by this License.
17.8 "Environmental Law(s)" shall mean any federal, state, local, or tribal law, statute, ordinance,
code, rule, regulation, policy, common law, license, authorization, decision, order, or injunction
which pertains to health, safety, any Hazardous Material, or the environment (including but not
limited to ground, air, water, or noise pollution or contamination, and underground or above-
ground tanks) and shall include, without limitation, CERCLA 42 U.S.C. §9601 et seq.; the
Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq.; the Hazardous Materials
Transportation Act, 49 U.S.C. §5101 et seq.; the Federal Water Pollution Control Act, 33 U.S.C.
§1251 et seq.; the Clean Air Act, 42 U.S.C. §7401 et seq.; the Toxic Substances Control Act, 15
U.S.C. §2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. §300f et seq.; the Emergency
Planning and Community Right-to-Know Act, 42 U.S.C. 11001 et seq.; the Federal Insecticide,
Fungicide and Rodenticide Act, 7 U.S.C. 136 to 136y; the Oil Pollution Act, 33 U.S.C. 2701 et
seq.; and the Occupational Safety and Health Act, 29 U.S.C. 651 et seq.; all as have been
amended from time to time, and any other federal, state, local, or tribal environmental
requirements, together with all rules, regulations, orders, and decrees now or hereafter
promulgated under any of the foregoing, as any of the foregoing now exist or may be changed or
amended or come into effect in the future.
-10- Form 424;Rev.20200605
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17.9 "Hazardous Material(s)"shall include but shall not be limited to any substance, material,or waste
that is regulated by any Environmental Law or otherwise regulated by any federal, state, local, or
tribal governmental authority because of toxic, flammable, explosive, corrosive, reactive,
radioactive or other properties that may be hazardous to human health or the environment,
including without limitation asbestos and asbestos-containing materials, radon, petroleum and
petroleum products, urea formaldehyde foam insulation, methane, lead-based paint,
polychlorinated biphenyl compounds, hydrocarbons or like substances and their additives or
constituents, pesticides, agricultural chemicals, and any other special, toxic, or hazardous (i)
substances, (ii) materials, or (iii) wastes of any kind, including without limitation those now or
hereafter defined, determined, or identified as "hazardous chemicals", "hazardous substances,"
"hazardous materials," "toxic substances,"or"hazardous wastes" in any Environmental Law.
DISCLAIMER OF WARRANTIES
18. No Warranties.
18.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED
IN THIS LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED
WARRANTIES, NOW OR IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES
HAVE BEEN MADE BY LICENSOR OTHER THAN THOSE CONTAINED IN THIS LICENSE.
LICENSEE HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PREMISES OR WHICH MAY EXIST BY OPERATION OF LAW OR IN
EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
18.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND,
EXPRESS OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER
RIGHTS GRANTED HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S
CONSTRUCTION, MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE PIPELINE
WILL VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD
PARTIES, INCLUDING, WITHOUT LIMITATION, ANY LEASES, USE RIGHTS, EASEMENTS
AND LIENS OF ANY THIRD PARTY.
19. Disclaimer of Warranty for Quiet Enjoyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE
PREMISES NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE
THEREOF. NO COVENANT OF QUIET ENJOYMENT IS MADE.
20. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or
claiming any interest in the Premises, or by the abandonment by Licensor of the affected rail corridor,
Licensor shall not be liable (i)to refund Licensee any compensation paid hereunder, except for the pro-
rata part of any recurring charge paid in advance, or(ii)for any damages or costs Licensee sustains in
connection with the eviction.
LIENS AND TAXES
21. Liens and Charges. Licensee shall promptly pay and discharge any and all liens arising out of any
construction, alterations or repairs done, suffered or permitted to be done by Licensee on the Premises.
Licensor is hereby authorized to post any notices or take any other action upon or with respect to the
Premises that is or may be permitted by law to prevent the attachment of any such liens to the Premises;
provided, however, that failure of Licensor to take any such action shall not relieve Licensee of any
obligation or liability under this Section 21 or any other Section of this License.
22. Taxes. Licensee shall pay when due any taxes, assessments or other charges (collectively, "Taxes")
levied or assessed by any governmental or quasi-governmental body upon the Pipeline or any other
improvements constructed or installed on the Premises by or for Licensee (collectively, the
"Improvements")or any Taxes levied or assessed against Licensor or the Premises that are attributable
to the Improvements.
-11 - Form 424;Rev.20200605
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DEFAULT,TERMINATION,AND SURRENDER
23. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to
provide evidence of insurance as required pursuant to the terms of Section 15, the following events are
also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth
below:
23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in
this License and Licensee fails to cure said default within thirty (30) days after written notice is
provided to Licensee by Licensor, or in case of any assignment or transfer of this License in
violation of Section 26 below, Licensor may, at its option, terminate this License by serving five
(5)days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the
right to terminate this License immediately if Licensee fails to provide evidence of insurance as
required in Section 15.
23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or
transporting of Hazardous Materials, notwithstanding anything contained in any other provision
of this License, Licensor may, at its option, terminate this License by serving five(5)days' notice
in writing upon Licensee.
23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to
terminate this License for any subsequent default or defaults, nor shall any such waiver in any
way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this
Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may
have at law or in equity.
23.4 Intentionally deleted.
24. Surrender of the Premises.
24.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole
cost and expense:
24.1.1 if so directed by Licensor in writing, remove the Improvements, the Pipeline and all
appurtenances thereto, or, at the sole discretion of Licensor, fill and cap or otherwise
appropriately decommission the Pipeline with a method satisfactory to Licensor;
24.1.2 report and restore any damage to the Premises or Licensor's other property arising from,
growing out of, or connected with Licensee's use of the Premises;
24.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee; and
24.1.4 leave the Premises in substantially the condition which existed as of the Effective Date,
or as otherwise agreed to by Licensor.
24.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to
Licensor or if Licensee fails to complete its obligations under Section 24.1 above (the
"Restoration Obligations"), Licensee shall have a limited license to enter upon the Premises
solely to the extent necessary for Licensee to complete the Restoration Obligations, and all
liabilities and obligations of Licensee hereunder shall continue in effect until the Premises are
surrendered and the Restoration Obligations are completed. Neither termination nor expiration
shall release Licensee from any liability or obligation under this License, whether of indemnity or
otherwise, resulting from any acts,omissions or events happening prior to the date of termination,
or, if later,the date when Licensee surrenders the Premises and all of the Restoration Obligations
are completed.
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24.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of
such termination of its tenancy, then Licensor may, at its election, either: (i) remove the Pipeline
and the other Improvements or otherwise restore the Premises, and in such event Licensee shall,
within thirty (30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon
written notice to Licensee, take and hold the Pipeline and the other Improvements and personal
property as its sole property,without payment or obligation to Licensee therefor,or(iii)specifically
enforce Licensee's obligation to restore and/or pursue any remedy at law or in equity against
Licensee for failure to so restore. Further, if Licensor has consented to the Pipeline and the other
Improvements remaining on the Premises following termination, Licensee shall, upon request by
Licensor, provide a bill of sale in a form acceptable to Licensor conveying the Pipeline and the
other Improvements to Licensor for no additional consideration.
MISCELLANEOUS
25. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the
benefit of, and be enforceable by the respective successors and assigns of Licensor and Licensee to the
same extent as if each such successor and assign was named a party to this License.
26. Assignment.
26.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or
interest herein (either voluntarily or by operation of law, merger, or otherwise) without the prior
written consent of Licensor, which consent may not be unreasonably withheld or delayed by
Licensor. Any attempted assignment by Licensee in violation of this Section 26 shall be a breach
of this License and, in addition, shall be voidable by Licensor in its sole and absolute discretion.
26.2 For purposes of this Section 26, the word "assign"shall include without limitation (a)any sale of
the equity interests of Licensee following which the equity interest holders of Licensee
immediately prior to such sale own, directly or indirectly, less than 50% of the combined voting
power of the outstanding voting equity interests of Licensee, (b)any sale of all or substantially all
of the assets of (i) Licensee and (ii) to the extent such entities exist, Licensee's parent and
subsidiaries,taken as a whole, or(c)any reorganization, recapitalization, merger or consolidation
involving Licensee. Notwithstanding the foregoing, any reorganization, recapitalization, merger
or consolidation following which the equity interest holders of Licensee immediately prior to such
reorganization, recapitalization, merger or consolidation own, directly or indirectly, at least 50%
of the combined voting power of the outstanding voting equity interests of Licensee or any
successor thereto or the entity resulting from such reorganization, recapitalization, merger or
consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE
LAND WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO
BE IN LICENSOR'S SOLE DISCRETION.
26.3 Notwithstanding the provisions of Section 26.1 above or anything contained in this License to the
contrary, if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein
in contravention of the provisions of this License (a "Purported Assignment") to another party
(a "Purported Transferee"), the Purported Transferee's enjoyment of the rights and privileges
granted under this License shall be deemed to be the Purported Transferee's agreement to be
bound by all of the terms and provisions of this License, including but not limited to the obligation
to comply with the provisions of Section 15 above concerning insurance requirements. In
addition to and not in limitation of the foregoing, Licensee, for itself, its successors and assigns,
shall indemnify, defend and hold harmless Licensor for all Liabilities of any nature, kind or
description of any person or entity directly or indirectly arising out of, resulting from or related to
(in whole or in part) a Purported Assignment. The provisions of this Section 26.3 shall survive
the expiration or earlier termination of this License.
26.4 Licensor shall have the right to transfer and assign, in whole or in part, all of its rights and
obligations under this License, and upon any such transfer or assignment, Licensor shall be
-13- Form 424;Rev.20200605
Tracking#22W-13835
released from any further obligations hereunder, and Licensee agrees to look solely to the
successor in interest of Licensor for the performance of such obligations.
27. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to
the other shall be in writing and the same shall be given and shall be deemed to have been served and
given if (i) placed in the United States mail, certified, return receipt requested, or (ii) deposited into the
custody of a nationally recognized overnight delivery service, addressed to the party to be notified at the
address for such party specified below, or to such other address as the party to be notified may designate
by giving the other party no less than thirty(30)days'advance written notice of such change in address.
If to Licensor: Jones Lang LaSalle Brokerage, Inc.
4200 Buckingham Road, Suite 110
Fort Worth, TX 76155
Attn: Permits/Licenses
with a copy to: BNSF Railway Company
2650 Lou Menk Dr.
Fort Worth, TX 76131
Attn: Senior Manager Real Estate
If to Licensee: City of Fort Worth
200 Texas Street
Fort Worth, TX 76102
28. Survival. Neither termination nor expiration will release either party from any liability or obligation under
this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening
prior to the date of termination or expiration, or, if later, the date when the Pipeline and the other
Improvements are removed and the Restoration Obligations are completed in accordance with the terms
hereof.
29. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed
on public record. The parties further understand that Texas law limits the ability of the Licensee to
shield from public disclosure any information given to the Licensee.Accordingly, the parties agree to
work together to avoid disclosures of this License or other information which would result in economic
loss or damage to Licensor because of mandatory disclosure requirements to third persons. The
Licensee shall give Licensor reasonable notice of public records requests for this License or other
Licensor documents.
30. Applicable Law. All questions concerning the interpretation or application of provisions of this License
shall be decided according to the substantive laws of the State of Texas without regard to conflicts of law
provisions.
31. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this License shall be
prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the
extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any
other provision of this License.
32. Integration. This License is the full and complete agreement between Licensor and Licensee with respect
to all matters relating to Licensee's use of the Premises, and supersedes any and all other agreements
between the parties hereto relating to Licensee's use of the Premises as described herein. However,
nothing herein is intended to terminate any surviving obligation of Licensee or Licensee's obligation to
defend and hold Licensor harmless in any prior written agreement between the parties.
33. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements
of Licensee herein contained shall be the joint and several covenants and agreements of such parties.
-14- Form 424;Rev.20200605
Tracking#22W-13835
34. Waiver. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair
the right of Licensor to enforce that provision for any subsequent breach thereof.
35. Interpretation.
35.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any
party based upon the source of the draftsmanship; both parties hereby agree that this License
shall not be subject to the principle that a contract would be construed against the party which
drafted the same. Article titles, headings to sections and paragraphs and the table of contents(if
any)are inserted for convenience of reference only and are not intended to be a part or to affect
the meaning or interpretation hereof. The exhibit or exhibits referred to herein shall be construed
with and as an integral part of this License to the same extent as if they were set forth verbatim
herein.
35.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without
limitation"whether or not they are in fact followed by such words or words of like import; "writing",
"written" and comparable terms refer to printing, typing, lithography and other means of
reproducing words in a visible form; references to any person are also to that person's successors
and permitted assigns; "hereof', "herein", "hereunder" and comparable terms refer to the entirety
hereof and not to any particular article, section, or other subdivision hereof or attachment hereto;
references to any gender include references to the masculine or feminine as the context requires;
references to the plural include the singular and vice versa; and references to this License or
other documents are as amended, modified or supplemented from time to time.
36. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all
purposes, be deemed an original but which together shall constitute one and the same instrument, and
the signature pages from any counterpart may be appended to any other counterpart to assemble fully
executed documents, and counterparts of this License may also be exchanged electronically and any
electronic version of any party's signature shall be deemed to be an original signature for all purposes.
37. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF
Railway Company.
END OF PAGE—SIGNATURE PAGE FOLLOWS
-15- Form 424;Rev.20200605
Tracking#22W-13835
This License has been duly executed by the parties hereto as of the Effective Date.
LICENSOR:
BNSF Railway Company, a Delaware corporation
By: Jones Lang LaSalle Brokerage, Inc.
4200 Buckingham Road, Suite 110
Fort Worth, TX 76155
By:
Shane Krueger
Vice President Permits and Special Projects
LICENSEE:
City of Fort Worth, a Texas Municipality
7IIL� 5eel
By:
Mike Bennett, P.E., PMP
Project Manager
Title:
W
By: William Johnson fNo 8.202210:58 GMT+1)
William Johnson
Assistant City Manager
By:
DBlack(Nov 17,202214:55 CST)
Douglas W. Black
p�F FORtdd
Sr.Assistant City Attorney �,o o a�
OVo 0=0
Tanneftiq S. Goodall
By:
Jannette S.Goodall(Nov 18,2022 08:37 CST) d�a�nEXAsq�p
Jannette Goodall
City Secretary
Contract Compliance Manager:
By signing, I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance OFFICIAL RECORD
and reporting requirements. CITY SECRETARY
FT.WORTH,TX
Mike Bennett, P.E., PMP
Project Manager
-16- Form 424;Rev.20200605
COORDINATE SYSTEM: TX NC TRACKING NO. 22W-13835
LO
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EXHIBIT "A"
W
a
SCALE:1 IN = 75 FT SURVEY:
RED RIVER DIV. BAUGH, M
FT WORTH SUBDIV.
L.S. 7554 MP: 346.26 N
DATE: 4/6/2022
d �
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+ MP, 346.2
*6n
32.753400,-97.325507
St
04
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0
N 186'
E 8t t
N
Z
Source:E�srii Maxar,GeoEye,Ea star Geographics,C+NES/Airbus DS,
T. USDA,USGS,AeroGRID, IGN,and t`e GITS User Comxnity
DESCRIPTION OF PIPELINE
PIPELINE SHOWN BOLD
CARRIER CASING CARRIER CASING
PIPE PIPE PIPE PIPE
SIZE: 24" LENGTH ON R/W: 186'
CONTENTS: STORM WATER WORKING PRESSURE: 0 PSI
PIPE MATERIAL: RCP BURY:BASE/RAIL TO TOP
SPECIFICATIONS/GRADE: 35,000 OF CASING 21'
WALLTHICKNESS: 3" BURY:NATURAL GROUND 6'
COATING: - BURY:ROADWAY DITCHES 6'
CATHODIC PROTECTION NO
VENTS:NUMBER - SIZE - HEIGHT OF VENT ABOVE GROUND -
NOTE:PIPE IS EXISTING,NOT PERMITTED
FORT WORTH
COUNTY OF TARRANT STATE OF TX BAL
DRAWING NO. 84458
FORTWORTH.
Routing and Transmittal Slip
Transportation & Public Works Department
DOCUMENT TITLE: 22W-13835 BNSF Pipeline License for 103234 8th &
Pecan Street Storm Drain Rehabilitation
M&C: CPN: 103234 CSO: DOC#:
Date: 11/03/2022
To: Name Department Initials Date Out
1. Mike Bennett TPW Nov 16,2022
2.
3. Michael Owen TPW Nov 17,2022
4. Lauren Prieur TPW Nov 17,2022
5. Doug Black Legal OR Nov 17,2022
6. William Johnson CMO W�. Nov 18,2022
7. Melissa Brunner CSO � � Nov 18,2022
8. Jannette Goodall CSO sG Nov 18,2022
9. Allison Tidwell CSO Nov 20,2022
10. TPW—SW—Contracts TPW SW
* Signature required in document below
CC: Program Manager—Linda Young, Sr. CPO—Lissette Acevedo,TPW BSPAP Recon Team—
Cindy Sengathith
DOCUMENTS FOR CITY MANAGER'S SIGNATURE: All documents received from any and all
City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE
APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip,David will review
and take the next steps.
NEEDS TO BE NOTARIZED: ❑YES ®No
RUSH: ❑YES ®No SAME DAY: ❑YES ❑No NEXT DAY: ❑YES [:]No
ROUTING TO CSO: ®YES ❑No
Action Required: ❑ Attach Signature, Initial and Notary Tabs
❑ As Requested
❑ For Your Information
® Signature/Routing and or Recording
❑ Comment
❑ File
Return to: tpw sw contracts(i4fortworthtexas.eov Call 817-229-3283 with questions. Thank you!
LL Jones Lang LaSalle Brokerage, Inc.
J 4200 Buckingham Rd.,Suite 110
Fort Worth,Texas 76155
tel+1 817-230-2600,fax+1 817 306-8265
November 3, 2022
City of Fort Worth 22W-13835
Attention: Ms. Jane Weidmer
303 Beckleywood Blvd.
Dallas, TX 75224
Dear Ms. Weidmer:
Attached please find a copy of the requested contract for execution by an official authorized to execute contract
agreements on behalf of your company. Please print one (1) copy, execute, and return copy with original
signature for completion on part of BNSF Railway Company ("BNSF") to this office, along with the following
requirements:
• Submit payment by credit card in the amount of$7,400.00 to httr)s://bnsf.railr)ermitting.com which
covers the contract fee.
Please note the agreements cannot be executed by BNSF without an approved insurance certificate. If there are
any issues with your insurance, you will be contacted by a member of the Risk Management team of BNSF
Railway.
1. A Certificate of Insurance as required in the agreement.
2. A separate policy for Railroad Protective Liability Insurance as required in the agreement (ORIGINAL
POLICY MUST BE PROVIDED). BNSF Railway Company will be the only insured party; OR;
In lieu of providing a separate policy for Railroad Protective Liability Insurance, you may participate in the
BNSF's Railroad Protective Policy by checking the appropriate box in the contract and including an additional
$1,266.00 with your check.
PLEASE ADVISE IF THIS PROJECT IS ARRA FUNDED.
Licensee must ensure that each of its employees, contractors, agents or invitees entering upon the premises
completes the safety orientation program at the website www.BNSFcontractor.com prior to entering upon the
premises. The certification is good for one year, and each person entering the premises must possess the card
certifying completion.
Acceptance and deposit of any check by BNSF does not constitute an agreement between BNSF and Licensee
for the requested license. BNSF shall not be obligated to hold the check in a separate fund, but may commingle
the funds with other funds of BNSF, and in no event shall BNSF be responsible for interest on said funds.
The enclosed permit is not a binding agreement and shall become binding only when, and if, it is executed by you
and fully approved and executed by BNSF Railway Company. Upon completion on behalf of BNSF, one fully
executed counterpart will be returned for your records.
The specifications/plans you provided may differ from BNSF's minimum specification
requirements. Therefore, prior to your installation, please review the Exhibit A to determine the
specifications necessary for your installation.
Please be informed that if contracts, fees, and insurance are not returned within sixty (60) days, the processing
fee will increase to$800.00.
Sincerely,
X effg Sdkonfi
Kelly Schronk
Permit Manager
Attachment