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HomeMy WebLinkAbout065005 - Construction-Related - Contract - Fort Worth & Western Railroad CompanyDocusign Envelope ID: 9351 D1135-OD92-8809-83134-1`913755DCA363 CSC No. 65005 RAIL CROSSING LICENSE AGREEMENT THIS AGREEMENT made as of the 26th day of February 2026, by and between FORT WORTH & WESTERN RAILROAD COMPANY, a Texas Corporation located at 6300 Ridglea Place, Suite 1200, Fort Worth, Texas 76116 (hereinafter referred to as "Licensor"), and CITY OF FORT WORTH, a Texas municipal corporation located at 200 Texas St. Fort Worth, Texas 76102 (hereinafter referred to as "Licensee"). WITNESSETH: 1. License - Subject to the provisions hereof, Licensor hereby grants to Licensee, effective as of the first date herein written, a license to install, operate, maintain, repair, and use one (1) twelve (12)-inch nominal diameter HDPE water pipeline with eighteen (18)-inch steel casing, pursuant to Section 6(c), to transport only potable water (hereinafter "Facility"), crossing under the right-of-way of Licensor located at or near Mile Post 0.9, Fort Worth Subdivision, Fort Worth, Tarrant County, Texas (hereinafter "Premises"), as more particularly shown on Exhibit A attached hereto and made a part hereof, in conformity with the dimensions and specifications indicated on the drawing(s) marked Exhibit B, consisting of four (4) pages, attached hereto and made a part hereof. Under no circumstances shall Licensee modify the use of the Facility for a purpose other than the above -mentioned and said Facility shall not be used for any other use, whether such use is currently technologically possible, or whether such use may come into existence during the life of this Agreement. Licensee's right to use the Premises is nonexclusive, and Licensor and its nominees shall have the right to enter and use the Premises for any purposes that will not unreasonably interfere with the rights granted to Licensee hereunder. Licensee agrees that Licensor shall not be estopped to revoke this License pursuant only to events described in Section 14 and Section 16 of this Agreement, notwithstanding any expenditure, regardless of the amount, that may be incurred by Licensee with respect to the Premises. Licensee further agrees that Licensee shall not contest Licensor's right to revoke this License. 2. Term - This Agreement may be continued in effect for so long as the Facility is used for a public purpose. 3. Fee - Licensee agrees to pay Licensor Twenty -Five Thousand Dollars ($25,000.00) upon execution of this Agreement. 4. Expenses of Licensee - Licensee shall pay the costs and expenses listed below: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 1 of 24 MP 0.9, Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351D165-01D92-8809-8364-F9I3755DCA363 (a) Taxes - Licensee is a tax-exempt entity. Notwithstanding this, Licensee shall pay charges, fees and assessments validly levied by a taxing entity on the Premises, if any, by reason of Licensee's activities or by reason of the Facility. Licensor may pay such charges, fees or assessments, and such payments shall be repaid. (b) Utilities - Licensee agrees to pay for all utilities installed at Licensee's request and for all utility services furnished to Licensee on the Premises. (c) Other Expenses - In addition to the taxes and utilities as described above, and unless otherwise specified herein, Licensee shall bear the sole risk and pay for all costs and expenses of whatever kind and nature which may arise from this License, including, without limitation, flagmen, inspectors, expenses to construct, reconstruct, alter, repair and maintain the Premises and Facility and other improvements in the right-of-way of Licensor including, but not limited to, Licensor's infrastructure and Licensors property affected by the operation of the Facility (the "Other Improvements") or personal property located on the Premises by or on behalf of Licensee. Licensee further agrees to be responsible for and promptly reimburse the Licensor for any and all damages, losses or liabilities, including, but not by way of limitation the costs of business interruption and re-routing and detours of trains as a result of, or relating to, the installation, operation, maintenance, repair and use of the Facility within the Premises, to Other Improvements and/or any other casualty to the Premises or Other Improvements caused directly by the Facility. (d) Interest- N/A. (e) Reimbursement to Licensor - If Licensor, which has hereto retained a license upon the property upon which the Facility is to be installed, shall have made payments on behalf of Licensee for any costs or expenses incurred herein, Licensee shall reimburse Licensor within thirty (30) days after bills shall have been rendered for such costs or expenses. 5. 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 Licensor, to use and maintain its entire right- of-way including the right and power of Licensor to construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, signal, communication, fiber optics, or other wire lines, pipelines and other facilities upon, along or across any or all parts of its right-of-way, all or any of which may be freely done at any time or times by Licensor without liability to Licensee or to any other party for compensation or damages. RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 2 of 24 MP 0.91 Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351D165-01D92-8809-8364-F9I3755DCA363 (b) The foregoing grant is also subject to those restrictions, covenants, conditions, reservations, easements and purchase options of what -so -ever nature relating to the Premises and to all zoning laws, regulations, statutes, restrictions, ordinances being municipal and/or other governmental authorities, but only to the extent they are in effect and enforceable against the Premises. In addition, Licensor shall have the right to renew, amend, modify and extend any instrument or agreement with respect to any restrictions, covenants, conditions, reservations, easements and options. Further, Licensee accepts the Premises "AS -IS AND WITH ALL FAULTS", Licensor making no warranties as to title or fitness for the purpose of which Licensee intends to use the Premises. 6. Use - (a) Qualifications on Use - Licensee shall neither use nor permit any use of the Premises for any purpose other than that set forth in Section 1 hereof. This License is subject to all easements, leases, liens, conditions, restrictions, encumbrances and claims of title which may affect the Premises. Licensee accepts the Premises (including, without limitation, Licensor -owned improvements, if any) in their present condition and without any representation or warranty by Licensor as to the conditions of such Premises or improvements, and Licensor shall not be responsible for any defect or change of conditions on the Premises or in such improvements, any damage occurring thereto, or the existence of any violation of any municipal, county, state or federal law, order, rule, regulation or ordinance. Licensee shall not (1) remove any earth or soil outside of tunneling operations, (2) destroy, cut or remove any timber, trees or firewood standing or lying thereon, (3) commit a� Y -r `4 , �. -`-ers to commit any of said acts. Licensee shall not do or suffer to be done in or upon the Premises any act or thing which is or may be a nuisance. Licensee shall not use or permit others to use the Premises for any unlawful or immoral purpose. The Premises shall not be used for displaying signs and notices other than those connected with the use of the Premises contemplated by this License. (b) Maintenance and Repair - Licensee, at its expense and to the satisfaction of Licensor, shall keep and maintain the Premises, the Facility and any Other Improvements in good order and repair and in a neat, safe and workmanlike manner, and promptly make all repairs and replacements that may become necessary to the Premises or the Facility or Other Improvements or appurtenances thereto, whether structural or nonstructural, ordinary or extraordinary. If Licensee shall fail to perform its obligations under this Section 6(b) Licensor may take action to so keep and maintain the Premises, the Facility and any Other Improvements or appurtenances thereto, and Licensee shall reimburse Licensor pursuant to Section 4.(e) of this Agreement. RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 3 of 24 MP 0.9, Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351D165-01D92-8809-8364-F9I3755DCA363 Licensee shall keep and maintain the soil over the Facility thoroughly compacted and the grade even with the adjacent surface of the ground. (c) Construction, Alterations and Liens - Licensee shall give Licensor forty-eight (48) hours' notice at (817) 201-4450 of the proposed dates and location of construction. In case of emergency, the forty-eight (48) hour notice may be waived; however, Licensee will make every effort to notify Licensor of such emergency and that work is being done. If requested, Licensee shall furnish Licensor with a bond in a form and in an amount satisfactory to Licensor prior to commencing such construction, reconstruction, alteration or repair. Installation shall be by dry bore only, and there shall be a minimum of 8 feet 6 inches of ground cover from the base of rail to the top of the casing. The Facility shall be constructed, operated, maintained, repaired, renewed, modified and/or reconstructed by Licensee in strict conformity with AREMA standards for a water pipeline, except as may be modified and approved by Licensor's Manager of Special Projects. Licensor's Manager of Special Projects may be contacted at 6300 Ridglea Place, Suite 1200, Fort Worth, Texas 76116, by telephone at (817) 763-8297 or by facsimile at (817) 738-9657. In all cases of difference or conflict between AREMA standards and the requirements of any federal, state or municipal law, the more stringent standard shall apply. Licensee shall prevent the leakage of fluids or material from Licensee's water facility, if any, to such extent as may be necessary to avoid interference with other electric transmission, signaling or communication lines. Project markers in form and size satisfactory to Licensor shall be installed and maintained by Licensee to identify the Facility and its owner at appropriate locations, or at such locations as Licensor designates. Such markers shall be relocated or removed by Licensee within thirty (30) days of the receipt of Licensor's written request. Licensee shall remove all of Licensee's tools, equipment and materials from the Premises promptly upon completion of work, restoring the Premises to the same state and condition as when Licensee entered thereon. Absence of markers does not constitute a warranty by Licensor that there are no subsurface installations. Licensor has the right to post notices of no responsibility upon the Premises, and to otherwise notify, actually or constructively, any entity or persons supplying services or materials to the Premises that Licensor is not responsible for the cost thereof. Licensee covenants and agrees to hold Licensor and the Premises harmless from any mechanics' or materialmen's liens claimed by any person, firm or corporation employed by or on behalf of Licensee. In the event of the filing of any such liens, Licensee shall cause such liens to be discharged of record within five (5) days after Licensor's written notice to do so. To the extent permitted by law, Licensee shall indemnify and defend Licensor against all liability, cost and RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 4 of 24 MP 0.91 Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351D165-01D92-8809-8364-F9I3755DCA363 expense (including attorneys' fees) incurred by Licensor as a result of any such lien. Nothing contained herein shall require Licensee to create a "sinking fund" as described in the Texas Constitution, Article 11, Section 5. All work performed on the Premises in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Facility shall be done to the reasonable satisfaction of Licensor. Except in the case of an emergency as set forth in this Section 6, prior to the commencement of any work in connection with the construction, maintenance, repair, renewal, modification, relocation, reconstruction or removal of the Facility where it passes underneath the roadbed and track or tracks of Licensor, Licensee shall submit to Licensor plans setting out the method and manner of handling the work, including the shoring and cribbing, if any, required to protect Licensor's operations, and shall not proceed with the work until such plans have been approved by Licensor's Director Special Projects and then the work shall be done to the satisfaction of the Director Special Projects or his authorized representative. The Director Special Projects' approval of Licensee's plans shall operate as Licensor's acceptance of Licensee's deviations, if any, from specific construction - related terms contained herein. Licensor shall have the right, if it so elects, to provide such support (whether in the form of personnel, engineers, subcontractors and/or materials) as Licensor may deem necessary for the safety of their track or tracks during the time of construction, maintenance, repair, renewal, modification, relocation, reconstruction or removal of the Facility, and, in the event Licensor provides such support, Licensee shall pay to Licensor, within fifteen (15) days after bills shall have been rendered therefor, all expense incurred by Licensor in connection therewith, which expense shall include all assignable costs. (d) Abandonment - Licensee shall, at Licensee's sole cost and expense, abandon in place, pursuant to applicable federal, state and local laws, grout fill, and plug an existing twelve (12)-inch water pipeline located on the property of Licensor (hereinafter "Abandoned Pipeline"), as per the plan and specifications shown on Exhibit C attached hereto and made a part hereof, and shall restore, to the reasonable satisfaction of Licensor, such property to as good a condition as it was just prior to abandonment of the Abandoned Pipeline. The parties agree to terminate any associated agreement (hereinafter "Associated Agreements") establishing the use of Licensor's property for the Abandoned Pipeline and the rights and privileges granted thereby shall expire and terminate at the time the Abandoned Pipeline shall be so abandoned, whereupon the Licensor shall have the same complete title to the property so abandoned as though the Associated Agreements had never been executed, together with the right to enter thereon and exclude therefrom the Licensee, its successors, and assigns. RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 5 of 24 MP 0.91 Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351D165-01D92-8809-8364-F9I3755DCA363 Termination of the Associated Agreements shall not release either party thereto from any liability or obligation thereunder, whether of indemnity or otherwise, resulting from any acts, omissions, or events occurring prior to such termination, or thereafter if, by the terms of the Associated Agreements, any obligation survives such termination. (e) Tests - Licensee shall cooperate with Licensor in making any tests that Licensor may require or any installation or condition relating to Licensee's property which, in Licensor's judgment, might adversely affect any existing or future facilities of Licensor. (f) D----o - If o�y �o.. ago ����" to the Other Improvements, the land or other property on the Premises, Licensee agrees to promptly repair or pay the full replacement value of such damaged property (regardless of amortization) to Licensor, at Licensor's discretion. 7. Reinforcement Relocation or Removal of Facility - (a) The license herein granted is subject to the needs and requirements of Licensor in the operation of its railroad and in the improvement and use of its right-of-way, and Licensee shall, at the sole expense of Licensee, reinforce the Facility, or move all or any portion of the Facility to such new location as Licensor may designate, whenever, in the furtherance of its needs and requirements, Licensor shall find such action necessary or desirable unless such relocation or removal frustrates the original purpose of the Facility. (b) All the terms, conditions and stipulations herein expressed with reference to the Facility on right-of-way of Licensor in the location hereinbefore described shall, so far as t-- ��`'"Y ��.T,� .,� right-of-way, apply to the Facility as modified, changed or relocated within the contemplation of this section. 8. No Interference with Licensor's Operation - (a) The Facility and all parts thereof within and outside of the limits of the right-of-way of 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, right-of-way and facilities of 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. (b) Licensee shall keep all equipment, tools and materials stored at least 25 feet from the centerline of any operable track. Explosives or other highly flammable substances or any hazardous materials regulated pursuant to federal, or state regulation will not be stored on the Premises without the prior approval of Licensor. RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 6 of 24 MP 0.91 Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351D165-01D92-8809-8364-F9I3755DCA363 9. Protection of Fiber Optic Cable Systems - (a) Fiber optic cable systems may be buried on Licensor's right-of-way. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. Licensee shall contact Licensor's Director Special Projects to determine if fiber optic cable is buried anywhere on Licensor's Premises to be used by Licensee. If it is, Licensee will contact the telecommunications company(ies) involved, arrange for a cable locator, make arrangements for relocation or other protection of the fiber optic cable, all at Licensee's expense, and will commence no work on the right-of-way until all such protection or relocation has been accomplished. To the extent permitted by law, and without requiring the creation of a sinking fund as described in the Texas Constitution, Article 11, Section 5, Licensee shall indemnify and hold the Licensor harmless from and against all costs, liability and expense whatsoever (including, without limitation, attorneys' fees, court costs and expenses) arising out of or caused in any way by Licensee's failure to comply with the provisions of this paragraph. (b) In addition to other indemnity provisions in this Agreement, Licensee shall, to the extent permitted by law, and without requiring the creation of a sinking fund as described in the Texas Constitution, Article 11, Section 5, indemnify and hold Licensor harmless from and against all costs, liability and expense whatsoever (including, without limitation, attorneys' fees, court costs and expenses) caused by the negligence of Licensee, its contractor, agents and/or employees, resulting in (1) any damage to or destruction of any telecommunications system on Licensor's right-of-way, and/or (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 right-of- way, except if such costs, liability or expenses are caused solely by the gross negligence of Licensor. Licensee further agrees that it shall not have or seek recourse against Licensor for any claim or cause of action for alleged loss of profits or revenue or loss of service or other consequential damage to a telecommunication company using Licensor's right-of-way or a customer or user of services of the fiber optic cable on Licensor's right-of-way. 10. Claims and Liens for Material and Labor; Taxes - Licensee shall fully pay for all materials joined or affixed to and labor performed upon right-of-way of Licensor in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Facility, and shall not permit or suffer any mechanic's or materialman's lien of any kind or nature to be enforced against the right-of-way for any work done or materials furnished thereon at the instance or request or on behalf of Licensee. Licensee shall, to the extent permitted by law, and without requiring the creation of a sinking fund as described in the Texas Constitution, Article 11, Section 5, indemnify and hold harmless Licensor from and against any and all liens, claims, demands, costs and expenses of whatsoever RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 7 of 24 MP 0.91 Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351 D1I35-OD92-8809-83134-F913755DCA363 nature in any way connected with or growing out of such work done, labor performed, or materials furnished. 11. Indemnification - TO THE EXTENT PERMITTED BY LAW, LICENSEE SHALL INDEMNIFY, DEFEND AND SAVE HARMLESS LICENSOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVANTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, LIABILITY, COSTS OR EXPENSES, OF ANY CHARACTER, TYPE OR DESCRIPTION, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEYS' FEES, FOR INJURY OR DEATH TO ANY PERSON, OR INJURY TO ANY PROPERTY, RECEIVED OR SUSTAINED BY ANY PERSON OR PERSONS OR PROPERTY ARISING OUT OF, OR OCCASIONED BY, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OF LICENSEE UNDER THIS AGREEMENT, INCLUDING CLAIMS AND DAMAGES ARISING IN WHOLE OR IN PART FROM THE NEGLIGENCE OF LICENSOR AND/OR ITS AGENTS AND EMPLOYEES. IT IS THE EXPRESSED INTENT OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION IS AN INDEMNITY EXTENDED BY LICENSEE TO INDEMNIFY AND PROTECT LICENSOR FROM THE CONSEQUENCES OF LICENSOR'S OWN NEGLIGENCE, OR THE NEGLIGENCE OF ITS AGENTS OR EMPLOYEES, WHETHER THAT NEGLIGENCE IS THE SOLE OR CONTRIBUTORY CAUSE OF THE RESULTANT INJURY, DEATH, OR DAMAGE. TO THE EXTENT PERMITTED BY LAW, LICENSEE FURTHER AGREES TO DEFEND, AT ITS OWN EXPENSE, AND ON BEHALF OF LICENSOR AND IN THE NAME OF LICENSOR, ANY CLAIM OR LITIGATION BROUGHT IN CONNECTION WITH ANY SUCH INJURY, DEATH OR DAMAGE. NOTHING CONTAINED HEREIN SHALL REQUIRE LICENSEE TO CREATE A "SINKING FUND" AS DESCRIBED IN THE TEXAS CONSTITUTION, ARTICLE 11, SECTION 5. LICENSEE HEREBY AGREES, IN THE CONDUCT OF ITS OPERATIONS HEREUNDER, TO ABIDE BY AND COMPLY WITH ALL APPLICABLE LAWS, STATUTES, RULES AND REGULATIONS OF ANY FEDERAL, STATE OR MUNICIPAL AUTHORITY, OR ANY OTHER PUBLIC BODY HAVING JURISDICTION, INCLUDING WITHOUT LIMITATION, LAWS, ORDINANCES AND GOVERNMENTAL REGULATIONS CONTROLLING AIR, WATER, NOISE, SOLID WASTES AND OTHER POLLUTION, AND ENVIRONMENTAL DAMAGES, AND TO FILE ALL REPORTS OR STATEMENTS REQUIRED IN CONNECTION WITH THE CONDUCT OF ITS BUSINESS. TO THE EXTENT PERMITTED BY LAW, LICENSEE SHALL AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS LICENSOR FROM ANY AND ALL LOSS, COST OR EXPENSE WHATSOEVER, INCURRED BY REASON OF ANY VIOLATION OF SUCH RULES AND REGULATIONS. NOTHING CONTAINED HEREIN SHALL REQUIRE LICENSEE TO CREATE A "SINKING FUND" AS DESCRIBED IN THE TEXAS CONSTITUTION, ARTICLE 11, SECTION 5. RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 8 of 24 MP 0.9, Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351 D1I35-OD92-8809-83134-F913755DCA363 FOR PURPOSES OF THIS SECTION 11: "LICENSOR" SHALL BE COMPRISED OF: (1) FORT WORTH & WESTERN RAILROAD COMPANY, ITS PARENT COMPANIES, ITS SUBSIDIARY COMPANIES, ITS AFFILIATE COMPANIES, AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS, AGENTS, REPRESENTATIVES AND INVITEES; AND (11) OTHER CONTRACTORS, OTHER THAN CONTRACTOR HIRED BY LICENSOR AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS, AGENTS, REPRESENTATIVES AND INVITEES. "LICENSEE" SHALL BE COMPRISED OF: (1) LICENSEE, ITS AFFILIATE COMPANIES, AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS, AGENTS, REPRESENTATIVES AND INVITEES; AND (11) ANY CONTRACTOR HIRED BY LICENSEE WITH THE CONSENT OF LICENSOR AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS, AGENTS, REPRESENTATIVES AND INVITEES OF SUCH CONTRACTOR. 12. Insurance — Licensee is a self -insured entity. Licensee shall require its contractors to procure and maintain during the life of the construction contract for installation of the Facility, the following insurance coverage: (a) Commercial General Liability Insurance. This insurance shall contain broad form contractual liability with a combined single limit of a minimum of $1,000,000 each occurrence and an aggregate limit of at least $2,000,000 per project. Coverage must be purchased on a post 1998 ISO occurrence 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 This policy shall also contain the following endorsements, which shall be ind`� `�" u•a �- rt"'� `� —f 'nsurance: • The exclusions for railroads (except where the Premises are more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 9 of 24 MP 0.9, Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351 D1I35-OD92-8809-83134-F913755DCA363 Coverage for Licensee's (and Licensor's) employees shall not be excluded Waiver of subrogation in favor of Licensor No exclusions for subcontractors. No other endorsements limiting coverage may be included on the policy with regard to the work being performed under this Agreement. (b) Business Automobile Insurance. This insurance shall contain a combined single limit of at least $1,000,000 per occurrence, and include coverage for, but not limited to the following: • Bodily injury and property damage • Any and all vehicles owned, used or hired The policy shall also contain the following endorsements, which shall be indicated on the certificate of insurance: • The exclusions for railroads (except where the Premises are more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. (c) Worker's Compensation and Employers Liability Insurance including but not limited to: Licensee's statutory liability under the workers' compensation laws of the state affected by this Agreement. Employers' Liability (Part B) with limits of at least $1,000,000 each accident, $1,000,000 disease policy limit $1,000,000 each employee (d) Umbrella or Excess Policies — In the event Licensee utilizes umbrella or excess policies, these policies shall "follow form" and afford no less coverage than the primary policy. Other Requirements (e) Where allowable by law all policies (applying to coverage listed above) shall contain no exclusion for punitive damages and certificates of insurance shall reflect that no exclusion exists. (f) Licensee agrees to waive its right of recovery, and its insurers, through policy endorsement, agree to waive their right of subrogation against Licensor. Licensee further waives its right of recovery, and its insurers also waive their right of subrogation against Licensor for loss of its owned or leased property RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 10 of 24 MP 0.9, Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351 D1I35-OD92-8809-83134-F913755DCA363 or property under its care, custody and control. Licensee's insurance shall be primary with respect to any insurance carried by Licensor. All waivers of subrogation shall be in"'-=-`E-- -_- " -s --rt' `­ *--- —f 'nsurance. (g) All policy(ies) required above (excluding Workers Compensation) shall include a severability of interest endorsement and shall name Licensor as an additional insured with respect to work performed under this Agreement. Severability of interest and naming Licensor as additional insured shall be indicated on the certificate of insurance. (h) Prior to commencing work, Licensee shall furnish to Licensor acceptable certificate(s) of insurance evidencing the required coverage, endorsements, and amendments and referencing the subject mile post. (i) 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 VI I or better and authorized to do business in the state(s) in which the service is to be provided. 0) Allocated Loss Expense shall be in addition to all policy limits for coverages referenced above. (k) Licensor may reasonably modify the required insurance coverage to reflect future risk management practices in the railroad industry and underwriting practices in the insurance industry. (1) Failure to provide evidence as required by this Section shall entitle, but not require, Licensor to terminate this Agreement immediately. Acceptance of a certificate that does not comply with _S a waiver of Licensee's obligations hereunder. (m) For purposes of this Section, Licensor shall mean the "Tarantula Corporation" and "Fort Worth & Western Railroad Company" and the subsidiaries, successors, assigns and affiliates of each. (n) If Licensee named in this Agreement is a public entity subject to any applicable statutory tort laws, the limits of insurance shall be the limits the Licensee then has in effect or which is required by applicable current or subsequent law, whichever is greater, a portion of which may be self -insured with the consent and approval of Licensor. (o) The fact that insurance is obtained by Licensee, shall not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 11 of 24 MP 0.9, Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351D165-01D92-8809-8364-F9I3755DCA363 (p) Upon sixty (60) days' notice to Licensee, Licensor may increase limits or otherwise change the coverage required by this Agreement, consistent with Licensor's risk management policy, no more frequently than once in any twelve (12) month period. In the event Licensee fails to comply with any provisions of this Section 12, this Agreement shall automatically terminate without notice. 13. Destruction of Facility or Premises or Other Improvements - If all or part of the Facility or Premises or Other Improvements is damaged or destroyed by fire or other peril, caused in whole or in part by the acts or omissions of Licensee, Licensee shall restore the Facility or Premises or Other Improvements to their condition immediately prior to such fire or other peril. 14. Condemnation - In the event all or any portion of the Premises shall be taken or condemned for public use (including conveyance by deed in lieu of or in settlement of condemnation proceedings), this Agreement shall be revoked on the sooner of the order of possession or the date of the final order of condemnation or deed. Licensor shall be entitled to all compensation and damages arising out of such taking or condemnation, or sale in lieu thereof, and Licensee shall assign to Licensor any and all compensation and damages awarded to Licensee in connection therewith. 15. Termination - This Agreement shall terminate thirty (30) days after receipt of written notice from Licensor when (i) Licensee fails to pay the license fee when due pursuant to Section 3, or (ii) if Licensee is in default pursuant to Section 16, or (iii) when Licensee ceases to use the Premises for a public purpose. (a) General - Termination or revocation of this Agreement shall not release either party hereto from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions, or events which occurred prior to such termination or revocation, or thereafter in case by the terms of this Agreement it is provided that anything shall or may have to be done after such termination or revocation. (b) Surrender of Premises - Upon termination or revocation of this Agreement, Licensee shall discontinue the use of the Facility and, within sixty (60) days, remove the Facility and all other property of Licensee from the Premises, subject to subsection 15.(a) above. Licensee shall restore the Premises as nearly as possible to the condition in which they existed prior to the construction of the Facility. Property of Licensee not removed from the Premises within sixty (60) days after the termination or revocation of this License shall become the property of Licensor. Licensee agrees to reimburse Licensor for the cost and expense incurred by Licensor in restoring the Premises and in disposing of said property of Licensee not so removed. If Licensee fails to surrender possession of the Premises upon termination or revocation of this Agreement, Licensor shall have RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 12 of 24 MP 0.91 Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351 D1I35-OD92-8809-83134-F913755DCA363 the right, to the extent permitted by law, to reenter the Premises and remove therefrom Licensee and any person or entity claiming by or through Licensee. 16. Default - Licensee shall be in default under this Agreement if Licensee fails or refuses to pay any amount hereunder when due or if Licensee fails or refuses to perform any other covenant or condition. If Licensee fails to cure a default within thirty (30) days after notice from Licensor to do so, Licensor shall have the right, without further notice and in addition to any other remedies Licensor may have at law or equity, to revoke this Agreement forthwith and to retake possession of the Premises. 17. Nonwaiver - Licensor's failure to enforce or exercise its rights under any term, condition or covenant of this Agreement shall not be construed as a waiver of such rights or of such term, covenant or conditions. 18. Attorneys' Fees - If either party takes any steps or brings any action to compel performance of or to recover for breach of any term of this Agreement, the losing party shall pay reasonable attorneys' fees of the prevailing party, in addition to the amount of judgment and costs. 19. Personal Nature of Agreement - This Agreement is personal to Licensee. As such, Licensee has no right to assign this Agreement in whole or in part, or to sublicense the Premises in whole or in part. 20. Notices - Any demands, notices or statements herein requested or required to be given by one party to the other shall be in writing. Delivery of such written notice, demands or statements to Licensor shall be conclusively taken as sufficient if and when delivered in person or deposited in the U.S. mail, registered or certified, postage fully prepaid, addressed to Licensor at: with a copy to Licensor at: Fort Worth & Western Railroad Company 6300 Ridglea Place, Suite 1200, Fort Worth, Texas 76116 Attention: President & CEO. Delivery of such written notice, demands or statements to Licensee shall be conclusively taken as sufficient if and when delivered in person or deposited in the United States mail, registered or certified, postage fully prepaid, addressed to Licensee at: City of Fort Worth. Attn: Water Department 100 Fort Worth Trail Fort Worth, Texas 76102 RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 13 of 24 MP 0.9, Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351 D1I35-OD92-8809-83134-F913755DCA363 Either party hereto may by written notice change the address to which such demands, notices or statements may be sent. 21. Time of Essence - Time is of the essence of this Agreement. 22. The terms of this Agra----' -" obligations hereunder shall be gove •-- Y a I--- -f ` - a a -f ' exas. 23. To the maximum extent possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement 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 Agreement. 24. Entire Agreement - The contents of this Agreement are the entire agreement between the parties and subject to Section 6(c) with regard to the Facility plans, supersede all written or oral communication between the parties prior to its execution, all understanding and negotiations regarding the same having been merged herein, it being their intention that this be an integrated agreement. 25. If Work is to be Performed by a Contractor - If a contractor is to do any of the work performed on the Facility (including initial construction and subsequent relocation or substantial maintenance and repair work), then Licensee shall require its contractor to execute Licensor's form Temporary Right of Entry Agreement (TROEA). Licensee acknowledges receipt of a copy of the TROEA and understanding of its terms, provisions, and requirements and will inform its contractor of the need to execute the TROEA. Under no circumstance will Licensee's contractor be allowed onto Licensor's Premises without first executing the TROEA and Licensor retains the right to remove any contractor who has not executed and/or complied with the TROEA. In addition to any other right, remedy of Licensor hereunder, Licensee agrees to pay to Licensor within thirty (30) days of demand an administrative fee in the amount of Three Thousand Five Hundred Dollars ($3,500.00) to cover Licensor's internal administrative costs incurred for each occurrence when one of Licensee's contractors comes on or about Licensor's property hereunder without having first executed and delivered to Licensor a TROEA. 26. Compliance with Governmental Regulations - Licensee hereby agrees, in the conduct of its operations hereunder, to abide by and comply with all applicable laws, statutes, rules and regulations of any federal, state or municipal authority, or any other public body having jurisdiction, including, without limitation, laws, ordinances and governmental regulations controlling air, water, noise, solid wastes and other pollution, and environmental damages, and to file all reports or RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 14 of 24 MP 0.9, Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351D165-01D92-8809-8364-F9I3755DCA363 statements required in connection with the conduct of its business. 27. Environmental - (a) Licensee shall strictly comply with all federal, state and local environmental laws and regulations in its use of the Premises, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials Transportation Act, CERCLA (collectively referred to as the "Environmental Laws"). 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 substances, as defined by Environmental Laws on or about the Premises. (b) Licensee shall give immediate notice to Licensor's Operations Center at (817) 737-2550 of any release of hazardous substances on or from the Premises, violation of Environmental Laws, or inspection or inquiry by governmental authorities charged with enforcing Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to promptly respond to any release on or from the Premises caused by Licensee. Licensee also shall give Licensor immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. (c) In the event that Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in any way with respect to the Facility which occurred or may occur during the term of this Agreement, 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. (d) Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises or Licensor's right-of-way known to Licensee which create a risk of harm to persons, property or the environment and, if caused by Licensee, shall take whatever action is necessary to prevent injury to persons or property 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 Agreement. Licensee shall promptly respond to Licensor's request for information regarding said conditions or activities. 28. Removal of Facility Upon Termination - Prior to the termination of this Agreement howsoever, Licensee shall, at Licensee's sole expense, remove (or abandon in place, pursuant to applicable federal, state and local laws) the Facility from those portions of the right-of-way not occupied by the roadbed and track or tracks of Licensor and shall restore, to the satisfaction of Licensor, such portions of such right-of-way to as good a condition as they were in at the time of the RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 15 of 24 MP 0.91 Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351 D1I35-OD92-8809-83134-F913755DCA363 construction of the Facility. If Licensee fails to do the foregoing, Licensor may do such work of removal and restoration at the cost and expense of Licensee. Licensor may, at its option, upon such termination, at the entire cost and expense of Licensee, remove the portions of the Facility located upon, underneath or over its right-of-way, roadbed and track or tracks and restore such right-of-way or roadbed to as good a condition as it was in at the time of the construction of the Facility, or it may permit Licensee to do such work of removal and restoration to the satisfaction of Licensor. In the event of the removal by Licensor of the property of Licensee and of the restoration of the roadbed and right-of-way as herein provided, Licensor shall in no manner be liable to Licensee for any damage sustained by 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 Licensor may have against Licensee. 29. Waiver of Breach - The waiver by Licensor of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by Licensee shall in no way impair the right of Licensor to avail itself of any remedy for any subsequent breach thereof. 30. Licensor's Obligations Are Several - Licensor's obligations under this Agreement, and any liability with respect thereto, are limited solely to Licensor's ownership interest or other rights with respect to its interest in and to its portion of the Premises owned. 31. Joint Efforts of the Parties - All parties to this Agreement have had access to counsel and have had an opportunity to read, review, or revise this Agreement. This Agreement is the result of the joint efforts of the parties and their counsel. Therefore, the parties agree that this Agreement, or any provision of it, shall not be construed against the drafter. 32. Miscellaneous - (a) In the event that two or more parties execute this instrument as Licensee, all the covenants and agreements of Licensee in this Agreement shall be the joint and several covenants and agreements of such parties. (b) In the event of litigation on this instrument and should one or more clauses be found invalid, all other provisions of the Agreement are to stand as written. (c) This Agreement shall not be modified except by written agreement of the parties. In the event of any conflict between the provisions of this Agreement and the provisions of any other written document or agreement between the parties, the provisions of this Agreement shall control. 33. Agreement not to be Assigned - Licensee shall not assign this RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 16 of 24 MP 0.9, Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351 D1I35-OD92-8809-83134-F913755DCA363 Agreement, in whole or in part, or any rights herein granted, without the written consent of Licensor. Licensor's written consent shall not be unreasonably withheld. 34. Successors and Assigns - Subject to the provisions of Section 33 hereof, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the day and year first herein written. [SIGNATURES ON FOLLOWING PAGE] RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 17 of 24 MP 0.9, Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351D165-01D92-8809-8364-F9I3755DCA363 IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate as of the day and year first herein written. CITY OF FORT WORTH, TEXAS: By: Jesica Mc--- "-m 'istant City Manager Date: 03/17/2026 APPROVAL RECOMMENDED= dwL; r f-("d r yCh,ItepherH.oeer(Mar 13,2026084228CDT) `is Hard--r -tor, Water Department "---OVED AS TO FORM AND LEGALITY: By: DouglWoe— as black (Mar 16. 2026 14. 5928 CDT) Douglas W. Black Senior Assistant City Attorney CONTRACT AUTHORIZATION M&C: N/A Date Approved: N/A FORM 1295: N/A 4� poRT°�ad ATTEST: �, aQn BX 654go. By: Jannette S. Goodall City Secretary CONTRACT COMPLIANCE MANAGER: I a[111y"111[i.A[I7N1 11111 F: VAI xyl Y Do 190 RAILROAD COMPANY: Signed by: By: �it& f rA SOA(A S D t1F36 F11462.. ev1 Smus, President & CEO By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 3aikson 3acob Ja imon Jacob (Mar 13 2026083602 CDT) .7 Jaikson Jacob Project Manager RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline MP 0.91 Fort Worth Subdivision Document No. 20260226-02 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 18 of 24 Docusign Envelope ID: 9351 D1 135-OD92-8809-83134-F913755DCA363 me RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline MP 0.9, Fort Worth Subdivision Document No. 20260226-02 Exhibit A Page 19 of 24 Docusign Envelope ID: 9351 D1 135-01D92-8809-83134-F913755DCA363 — I I 1 —T --!!- --- . IJ '- �INi��il it lilt It Exhibit B Ft 1 L Milli- 4 tL Fri. t Ts 'z 25L. W FL �01 2 ,WWI !T. ; � RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline MP 0.9, Fort Worth Subdivision Document No. 20260226-02 of lip Ile j F1 VF A RM IBM" Page 20 of 24 Docusign Envelope ID: 9351 D1 135-01D92-8809-83134-F913755DCA363 RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 21 of 24 MP 0.9, Fort Worth Subdivision Document No. 20260226-02 Docusign Envelope ID: 9351 D1I35-OD92-8809-83134-F913755DCA363 89 s aL �'ia�f�f�f.lfi daY ��t�. t+++ i'�fafayay a'1aya Ott`. �.c j$v x iafaf afa fa4a 4 Z3 �'��"ia��4d�d I • rP©laif l 1 •`�`i``�F`• 3 FSit t#'.. aTi tt t=^ ` a .3 . m kL AVK ti+�^ I Vie•'• r tt+t++t yIttr sT�, I IC s n um., m� r1 rn o1' 1r'IO n 6} o- �-- gt *. 6 r, C C70_ L.7y��y M -n •7~ r b�. _ a '""' y —I r C ^' P 8 fl rq 'co t!I I�asaaa: r n�s}ia Mrir j i. a� m I— om 0 � firn �kE A f>f1 4? W PO m� 63� j5A33pq < cox �� ®R e5 U, v F Go r} RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 22 of 24 MP 0.9, Fort Worth Subdivision Document No. 20260226-02 ocs)nEnvelope ID: mem135$D92#ogam7gpSoA3q RAIL CROSSING LICENSE AGREEMENT City dFort Worth Water Pipeline Page 23¥24 MPa¥Fort Worth Subdivision Document No.2 2 0 2 $2 Docusign Envelope ID: 9351 D1I35-OD92-8809-83134-F913755DCA363 Exhibit C IV � � a►� � � � � 4iry4"�j 6�7�6r' � G.a�.� �� 3.r . V m m j!" A.- K5 Y ' P" 3r rn �t •1 rt L L tl h.1 fWIA f Ut-fLUVIf r:l t H. a-rou - 1 f-* RAIL CROSSING LICENSE AGREEMENT City of Fort Worth Water Pipeline Page 24 of 24 MP 0.9, Fort Worth Subdivision Document No. 20260226-02 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Fort Worth & Western Railroad Company Subject of the Agreement: Rail Crossing License Agreement M&C Approved by the Council? * Yes ❑ No M If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 0 No ❑ If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 2/26/2026 If different from the approval date. Expiration Date: N/A If applicable. Is a 1295 Form required? * Yes ❑ No 21 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. 105107-1 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.