HomeMy WebLinkAbout94-169 Unsigned Resolution No. 94-169
RESOLUTION
AUTHORIZING EXECUTION OF A PIPE LINE LICENSE WITH THE
COMMUTER RAIL DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Richard B. Helwig, City Manager, and Dolonna
Mecum, City Clerk, be and are hereby authorized and directed
to execute a Pipe Line License on behalf of the City of Elgin
with the Commuter Rail Division of the Regional Transportation
Authority for the National Street improvement project, a copy
of which is attached hereto and made a part hereof by
reference.
s/ George VanDeVoorde
George VanDeVoorde, Mayor
Presented: June 22 , 1994
Adopted: June 22 , 1994
Omnibus Vote: Yeas 7 Nays 0
Attest :
s/ Dolonna Mecum
Dolonna Mecum, City Clerk
SPEED MESSAGE
TO FROM
SUBJECT___ _ ayc ,e-
DATE DATE
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SIGNED•
DUPLICATE WllaonJonN•Cemonws•MADE IN USA
44-900 Duplicate
PIPE LINE LICENSE
MILWAUKEE DISTRICT
Commuter Rail Division of the Regional Transportation
Authority, hereinafter called the "Licensor" , hereby grants to City
of Elgin with offices located at 150 Dexter Court, Elgin, Illinois
60120, hereinafter termed the "Licensee" (used as a neuter noun, in
singular number whether representing one or more corporations,
copartnership or persons) , a license for pipe line purposes, and no
other purpose, along the course indicated in yellow on the print
attached hereto, marked Exhibit "A" and by reference made a part
hereof; and
That for and in consideration of payments to be made to the
Licensor by the Licensee, as hereinafter set forth, and also of the
covenants and agreements hereinafter mentioned to be observed, kept
and performed by the Licensee, Licensor hereby grants unto the
Licensee the right to install a 12" water main, 15" sewer pipe and
2" electric conduit, and thereafter to maintain, operate and renew
the same during the continuance of this License, across, underneath
or along the right of way and tracks (or track, as the case may be)
of the Licensor;
This License is granted upon the following express conditions,
terms and covenants to be observed, kept and performed by the
Licensee.
1. As one of the considerations for the foregoing License.,
the Licensee agrees to pay to the Licensor the sum of $600.00 as
cost of preparation of this agreement, payable in advance.
As rent, Licensee shall pay Licensor annually, in
advance, the sum of waived Dollars ($ N/A ) (hereinafter
called "Base Rent") . Payment must be made promptly as stated in
the rental billing referred to in Paragraph 1 hereof. The Base
Rent shall be subject to annual adjustment in manner and on the
terms set forth in Paragraph 1 hereof. Licensee shall pay to
Licensor, simultaneously with its execution hereof, the Rent due
for the first year of the Term hereby created.
At the beginning of each calendar year following the
effective date of this License, the Base Rent, as defined above to
be paid by Licensee to Licensor pursuant to Paragraph 1, shall be
increased or decreased by the percentage change in the consumer
price index calculated and determined in the manner set forth
herein. Any increase or decrease shall be in relation to an index
of N/A for the Base Year of 19 N/A.
As used in this clause, the following terms shall have
the following respective meanings: (1) "Bureau of Labor Statis-
tics" shall mean the Bureau of Labor Statistics of the United
States Department of Labor, Washington, D.C. ; (2) "Index" shall
f' mean the Consumer Price Index-All Urban Consumers (CPI-U) U.S. City
Average All Items (1982-84=100) issued by the Bureau of Labor
Statistics; (3) "Base Year" shall mean the calendar year herein-
before shown; and (4) "Comparison Year" shall mean each calendar
year occurring after said Base Year during the Term of this License
and during any holding over by Licensor.
The amount of Base Rent stipulated in Paragraph 1 of this
License shall hereafter be increased or decreased (but shall not in
any event be less than the amount so stipulated as Base Rent in
this Paragraph 1) by the same percentage of increase or decrease,
as the case may be, in the Index for each Comparison Year over or
under the Index for the Base Year.
Licensor shall render Licensee rent bills showing the
increased or decreased amount of rent to be paid by Licensee after
each particular Comparison Year has occurred; however, (1) the
provisions herein shall not be invalidated or waived, or deemed to
be invalidated or waived, by reason of delay either in rendering
any rent bill or in the final determination or any dispute with
respect thereto; and (2) the failure of Licensor to render a rent
bill based upon any Comparison Year shall be without prejudice to
the right of Licensor to render a rent bill based upon any
subsequent Comparison Year.
If the Bureau of Labor Statistics shall substitute a new
Base for 1982-84=100 Base, hereinbefore stipulated as the Index
Base, Licensor and Licensee agree that such substituted Base,
adjusted and equated to 1982-84=100 Base in the manner recommended
by said Bureau of Labor Statistics, shall then become and be the
Index for all purposes herein. In the event the Index shall cease
to be published, then, for purposes herein, there shall be
substituted for the Index such other Index as Licensor and Licensee
shall agree upon, and if they shall be unable to agree within sixty
(60) days after the Index ceases to be published, such matter shall
be determined by arbitration in accordance with the Rules of the
American Arbitration Association, and the decision of the ar-
bitrators shall be enforceable in a court having jurisdiction
thereover.
2. Said pipe line shall be constructed as specified on
Exhibit "A" attached hereto and by this reference made a part
hereof.
3. The installation of said pipeline, including the digging
and filling of any trench and the time and manner of doing all of
the work or of any repairs or renewals upon the Licensor's right of
way, shall be as indicated by its Director of Real Estate &
Contract Management or his authorized representative. All of said
work shall be done in a good and workmanlike manner, and in
accordance with plans, specifications, and profiles to be prepared
by the Licensee and submitted for approval to the Licensor's
Director of Real Estate & Contract Management or his authorized
representative, and until such approval is first had, said work
upon the Licensor' s premises shall not be begun b" the Licensee.
2
4. The Licensor shall permit Licensee reasonable right of
entry for the purpose of replacing, repairing, maintaining and
operating said pipeline.
5. The Licensor shall have the right to retain the existing
tracks and other improvements at the location of this pipeline and
also shall have the right at any and all times in the future to
construct, maintain and operate over, under, across or parallel to
said pipe line such additional track or tracks as it may from time
to time elect. Nothing shall be done or suffered to be done by the
Licensee that will in any manner impair the usefulness or safety of
the tracks and other improvements of the Licensor, or of such track
or tracks and other improvements as it may in the future construct
over, under, across, or parallel to said pipe line. The Licensor
reserves the exclusive right to grant future easements under, over,
across or parallel with the said pipe line.
6. The Licensee agrees that it will bear and pay the entire
cost of constructing, maintaining, repairing, replacing and
operating said pipe line.
7. If deemed necessary by the Licensor, a flagman will be
provided by Licensor, the cost of such services to be paid by the
Licensee.
8. The Licensee agrees that it will, immediately upon
receipt of a statement showing the amount thereof, pay all cost of
any and all work performed upon the right of way and tracks of the
Licensor which shall be made necessary by the construction, repair,
renewal or presence thereon of said pipe line.
9. The Licensee agrees that it will give ample notice in
writing to the Licensor of the time when it, the Licensee, will
commence any construction, replacement, repair maintenance or
operation of said pipeline in order that the Licensor may, if it so
desires, have their representative present for the purpose of
directing said work so that the same may be done in a manner
satisfactoryto the Licensor.
10. The Licensee agrees that before and during the construc-
tion, replacement, repair, maintenance or operation of said
pipeline, or at any other time, the Licensor shall have the right
to provide such safe and temporary structures as it may deem
necessary for safely caring for and preserving its tracks,
buildings or other improvements and the Licensee agrees to pay to
the Licensor the entire cost of putting in or removing such
temporary structures, and of restoring the property of the Licensor
as near as may be to the same condition in which it was before the
commencement of said work.
11. The Licensee agrees that if, at any time, the Licensor
shall change the location or grade of its track or tracks, or shall
3
desire to use its right of way at said point of crossing or at any
point along a parallel course with the pipeline for any purpose
whatever, Licensee, at its own expense, shall make all changes
required by Licensor. If the Licensee shall fail, neglect or
refuse to make such change for a period of thirty (30) days after
the receipt of written notice from the Licensor, then the Licensor
may make such change at the expense of the Licensee.
12. Licensee shall at all times construct, replace, repair,
maintain and operate said pipeline in a secure, safe and sanitary
condition and in accordance with all applicable laws, ordinances,
rules and regulations. If the manner of constructing, repairing,
maintaining and operating said pipelines shall at any time be in
violation of any applicable law, rule, regulation or ordinance,
then Licensee shall at no cost or expense to Licensor, upon receipt
of appropriate notice from a governmental agency having enforcement
jurisdiction in the properties, make such changes or repairs as
shall be necessary. Failure or refusal of Licensee to make the
required changes or repairs within the time prescribed by said
agency shall terminate this License, provided that it shall not
terminate as long as Licensee, in good faith and by pursuit of
appropriate legal or equitable remedies, enjoins, defends against,
appeals from or pursues other lawful measures to avoid the
enforcement of said laws, ordinances, rules or regulations.
13. Licensee hereby assumes and agrees to RELEASE, ACQUIT,
WAIVE ANY RIGHTS AGAINST AND FOREVER DISCHARGE the Licensor, the
Regional Transportation Authority, the Northeast Illinois Regional
Commuter Railroad Corporation, their directors, administrators,
officers, employees, agents, successors, assigns and all other
persons, firms and corporations, from and against any and all
claims, demands or liabilities imposed upon them by law or
otherwise of every kind, nature and character on account of
personal injuries, including death at any time resulting therefrom,
and on account of damage to or destruction of property arising from
any accident or incident which may occur to or be incurred by the
Licensee, its employees, officers, agents and all other persons
acting on its behalf while on Licensor's property.
14. Licensee agrees to indemnify, defend and hold harmless
the Licensor, the Regional Transportation Authority, the Northeast
Illinois Regional Commuter Railroad Corporation, their directors,
officers, agents and employees, from and against any and all
liabilities, losses, damages, costs, payments and expenses of every
kind and nature (including attorneys' fees and disbursements) as
a result of claims, demands, actions, suits, proceedings, judgments
or settlements, arising out of or in any way relating to or
occurring in connection with the use or conditions of the premises
used pursuant to this License. The Licensor agrees to notify the
Licensee in writing within a reasonable time of any claim of which
it becomes aware which may fall within this indemnity provision.
The Licensee further agrees to defend the Licensor, the Regional
4
Transportation Authority, the Northeast Illinois Regional Commuter
Railroad Corporation, and their directors, officers, agents and
employees against any claims, suits, actions or proceedings filed
against any of them with respect to the subject matter of this
indemnity provision, whether such claims, suits, actions • or
proceedings are rightfully or wrongfully made or filed; provided,
however, that the Licensor, the Regional Transportation Authority,
the Northeast Illinois Regional Commuter Railroad Corporation, may
elect to participate in the defense thereof at their own expense or
may, at their own expense, employ attorneys of their own selection
to appear and defend the same on behalf of the Licensor, the
Regional Transportation Authority, the Northeast Illinois Regional
Commuter Railroad Corporation, and their directors, officers,
agents or employees. The Licensee shall not enter into any
compromise, or settlement of any such claims, suits, actions or
proceedings without the consent of the Licensor, the Regional
Transportation Authority and the Northeast Illinois Regional
Commuter Railroad Corporation, which consent shall not be
unreasonably withheld. Notwithstanding anything in this License to
the Contrary, the indemnities contained in this paragraph shall
survive termination of this License.
15. Prior to commencement of any work to be performed under
the terms of this License, Licensee shall require its contractor(s)
and/or sub-contractor(s) to purchase the following insurance
coverage. The total cost of the premium for such insurance shall
be at the expense of the Licensee, its contractor(s) and/or sub-
contractor(s) :
(a) Comprehensive General Liability Insurance (ISO
Form) .,
The Contractor shall furnish evidence that, with
respect to the operations it performs and the operations performed
by sub-contractors, it carries regular Comprehensive General
Liability Insurance providing for a limit of not less than
$2, 000, 000 single limit, bodily injury and/or property damage
combined, for damages arising out of bodily injuries to or death to
or destruction of property, including the loss of use thereof, in
any one occurrence under the terms of which Licensor, the Regional
Transportation Authority, the Northeast Illinois Regional Commuter
Railroad Corporation, METRA/Metropolitan Rail and any other
railroads operating on Licensor's property are named as an
additional insured.
(b) Railroad' s Protective Liability Insurance.
-In addition to the above, the Contractor shall
furnish evidence, with respect to the operations it or any of its
sub-contractors perform, that it has provided Railroad Protective
Public Liability Insurance (AAR-AASHTO form) in the name of the
Licensor, the Regional Transportation Authority, the Northeast
5
Illinois Regional Commuter Railroad Corporation, METRA/Metropolitan
Rail and any other railroads operating on Licensor's property
providing for a limit of not less than $2, 000, 000 single limit,
bodily injury and/or property damage combined, for damages arising
out of bodily injuries to or death of all persons in any one occur-
rence and for damage to or destruction of property, including the
loss of use thereof, in any one occurrence. Such insurance shall
be furnished with an aggregate of not less than $6, 000, 000 for all
damages as a result of more than one occurrence.
(c) Workers' Compensation Insurance
The Contractor shall furnish evidence that, with
respect to the operations it performs, it carries a policy
complying with the statutes of the State of Illinois covering all
employees of the Contractor. The policy shall contain employers
liability coverage with limits of not less than $100, 000 each
accident; $100, 000 each employee disease; and $500, 000 policy
limit-disease.
(d) Automobile Liability Insurance.
The Contractor shall furnish evidence that, with
respect to the operations it performs, it carries a policy issued
to and covering the liability of the contractor arising out of the
use of all owned, non-owned, hired, rented or leased vehicles which
bear or are required to bear license plates according to the laws
of the State of Illinois and which are not covered under the
Comprehensive General Liability Insurance. The policy shall name
the Licensor, the Regional Transportation Authority, the Northeast
Illinois Regional Commuter Railroad Corporation, METRA/Metropolitan
Rail, and any other railroads operating on Licensor's property as
additional named insureds with respect to operations to be
performed in connection with this contract, and shall contain a
waiver of subrogation against same, their employees or agents.
Coverage under this policy shall have limits of liability of not
less than $2, 000, 000 per occurrence, combined single limit, for
bodily injury and property damage liability.
The insurance hereinbefore specified shall be carried until all
work required to be performed under the terms of this License is
satisfactorily completed and formally accepted. Failure to carry
or keep such insurance in force until all work is satisfactorily
completed shall constitute a violation of the License. The
Contractor shall furnish to the Licensor signed copies of the
policy for Comprehensive General Liability and original of the AAR-
AASHTO policy for Railroad' s Protective Public' Liability Insurance.
If any work is sub-contracted, the contractor shall furnish a
signed copy of the policy for Comprehensive General Liability
Insurance.
6
16. This License may be terminated by either party giving to
the other thirty (30) days' written notice of its intention so to
do. In case of termination, the Licensee shall remove from the
right of way of the Licensor said pipe line and shall restore said
right of way to its condition prior to the construction and
installation of said pipe line; or upon failure, neglect or refusal
of the Licensee so to do, the Licensor may make such removal and
restoration, and the total cost hereof shall be paid by the
Licensee immediately upon receipt of a statement; or, if the
Licensor shall so elect, it may treat the said pipe line as
abandoned by the Licensee and may make such disposition thereof as
it may see fit.
17. This License and all of the terms, conditions, rights and
obligations herein contained shall inure to and be binding upon the
Licensor, its successors, lessees, and assigns and upon the
Licensee, and the successors, assigns, lessees, heirs, executors,
administrators, legal and personal representatives of Licensee
whether hereinbefore so stated or not; but it is distinctly agreed
that the Licensee shall not assign its rights under this License
without the written consent of the Licensor first had and obtained.
18. The unenforceability or illegality of any clause or
section of this Pipe Line License shall not affect the
enforceability or legality of the remaining clauses and sections.
IN WITNESS WHEREOF, the parties hereto have duly executed this
License as of the day of
COMMUTER RAIL DIVISION OF THE
ATTEST: REGIONAL TRANSPORTATION AUTHORITY
By:
Maureen Pochron Philip A. Pagano
Assistant Secretary Executive Director
ATTEST: City of Elgin
LICENSEE
By:
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, Agenda Item No .
p�pILD fC�
June 2, 1994
TO: Mayor and Members of the City Council
FROM: Richard B. Helwig, City Manager
SUBJECT: National Street Reconstruction
Regional Transportation Authority (METRA)
License Agreement
PURPOSE
This memorandum will provide the Mayor and Council with
information to consider the subject License Agreement.
BACKGROUND
The National Street Improvement project will include three
utilities, water, storm sewer and electric cable for street
lighting, under the METRA right-of-way. It is customary to
enter into a license agreement with a railroad whenever City
utilities transverse their rights-of-way. A copy of the
license agreement is attached for your consideration.
FINANCIAL IMPACT
The cost of the preparation fee and one time rental charge is
$600 . 00 . There are funds available in the 1994 Capital
Improvement Budget for this project under the 1992 Bond
Project Fund ( 392-0000-795 . 93-80, Project #339533) .
LEGAL IMPACT
None.
National Street Reconstruction
METRA
June 2 , 1994
Page 2
RECOMMENDATION
It is recommended that the City Council authorize the City
Manager to sign the License Agreement with the Regional
Transportation. Authority for the National Street
Reconstruction. It is further recommended that the staff be
directed to prepare a check in the amount of $600 . 00 as
payment for the License Agreement.
Respectfully submitted,
Q—
Richard B. Helwig
City Manager
JE/do
Attachment
PIPE LINE LICENSE
MILWAUKEE DISTRICT
Commuter Rail Division of the Regional Transportation
Authority, hereinafter called the "Licensor" , hereby grants to City
of Elgin with offices located at 150 Dexter Court, Elgin, Illinois
60120, hereinafter termed the "Licensee" (used as a neuter noun, in
singular number whether representing one or more corporations,
copartnership or persons) , a license for pipe line purposes, and no
other purpose, along the course indicated in yellow on the print
attached hereto, marked Exhibit "A" and by reference made a part
hereof; and
That for and in consideration of payments to be made to the
Licensor by the Licensee, as hereinafter set forth, and also of the
covenants and agreements hereinafter mentioned to be observed, kept
and performed by the Licensee, Licensor hereby grants unto the
Licensee the right to install a 12" water main, 15" sewer pipe and
2" electric conduit, and thereafter. to maintain, operate and renew
the same during the continuance of this License, across, underneath
or along the right of way and tracks (or track, as the case may be)
of the Licensor;
This License is granted upon the following express conditions,
terms and covenants to be observed, kept and performed by the
Licensee.
1. As one of the considerations for the foregoing License,
the Licensee agrees to pay to the Licensor the sum of $600. 00 as
cost of preparation of this agreement, payable in advance.
As rent, Licensee shall pay Licensor annually, in
advance, the sum of waived Dollars ($ N/A ) (hereinafter
called "Base Rent") . Payment must be made promptly as stated in
the rental billing referred to in Paragraph 1 hereof. The Base
Rent shall be subject to annual adjustment in manner and on the
terms set forth in Paragraph 1 hereof. Licensee shall pay to
Licensor, simultaneously with its execution hereof, the Rent due
for the first year of the Term hereby created.
At the beginning of each calendar year following the
effective date of this License, the Base Rent, as defined above to
be paid by Licensee to Licensor pursuant to Paragraph 1, shall be
increased or decreased by the percentage change in the consumer
price index calculated and determined in the manner set forth
herein. Any increase or decrease shall be in relation to an index
of N/A for the Base Year of 19 N/A.
As used in this clause, the following terms shall have
the following respective meanings: (1) "Bureau of Labor Statis-
tics" shall mean the Bureau of Labor Statistics of the United
States Department of Labor, Washington, D.C. ; (2) "Index" shall
mean the Consumer Price Index-All Urban Consumers (CPI-U) U.S. City
Average All Items (1982-84=100) issued by the Bureau of Labor
Statistics; (3) "Base Year" shall mean the calendar year herein-
before shown; and (4) "Comparison Year" shall mean each calendar
year occurring after said Base Year during the Term of this License
and during any holding over by Licensor.
The amount of Base Rent stipulated in Paragraph 1 of this
License shall hereafter be increased or decreased (but shall not in
any event be less than the amount so stipulated as Base Rent in
this Paragraph 1) by the same percentage of increase or decrease,
as the case may be, in the Index for each Comparison Year over or
under the Index for the Base Year.
Licensor shall render Licensee rent bills showing the
increased or decreased amount of rent to be paid by Licensee after
each particular Comparison Year has occurred; however, (1) the
provisions herein shall not be invalidated or waived, or deemed to
be invalidated or waived, by reason of delay either in rendering
any rent bill or in the final determination or any dispute with
respect thereto; and (2) the failure of Licensor to render a rent
bill based upon any Comparison Year shall be without prejudice to
the right of Licensor to render a rent bill based upon any
subsequent Comparison Year.
If the Bureau of Labor Statistics shall substitute a new
Base for 1982-84=100 Base, hereinbefore stipulated as the Index
Base, Licensor and Licensee agree that such substituted Base,
adjusted and equated to 1982-84=100 Base in the manner recommended
by said Bureau of Labor Statistics, shall then become and be the
Index for all purposes herein. In the event the Index shall cease
to be published, then, for purposes herein, there shall be
substituted for the Index such other Index as Licensor and Licensee
shall agree upon, and if they shall be unable to agree within sixty
(60) days after the Index ceases to be published, such matter shall
be determined by arbitration in accordance with the Rules of the
American Arbitration Association, and the decision of the ar-
bitrators shall be enforceable in a court having jurisdiction
thereover.
2. Said pipe line shall be constructed as specified on
Exhibit "A" attached hereto and by this reference made a part
hereof.
3. The installation of said pipeline, including the digging
and filling of any trench and the time and manner of doing all of
the work or of any repairs or renewals upon the Licensor's right of
way, shall be as indicated by its Director of Real Estate &
Contract Management or his authorized representative. All of said
work shall be done in a good and workmanlike manner, and in
accordance with plans, specifications, and profiles to be prepared
by the Licensee and submitted for approval to the Licensor's
Director of Real Estate & Contract Management or his authorized
representative, and until such approval is first had, said work
upon the Licensor's premises shall not be begun by the Licensee.
2
4. The Licensor shall permit Licensee reasonable right of
entry for the purpose of replacing, repairing, maintaining and
operating said pipeline.
5. The Licensor shall have the right to retain the existing
tracks and other improvements at the location of this pipeline and
also shall have the right at any and all times in the future to
construct, maintain and operate over, under, across or parallel to
said pipe line such additional track or tracks as it may from time
to time elect. Nothing shall be done or suffered to be done by the
Licensee that will in any manner impair the usefulness or safety of
the tracks and other improvements of the Licensor, or of such track
or tracks and other improvements as it may in the future construct
over, under, across, or parallel to said pipe line. The Licensor
reserves the exclusive right to grant future easements under, over,
across or parallel with the said pipe line.
6. The Licensee agrees that it will bear and pay the entire
cost of constructing, maintaining, repairing, replacing and
operating said pipe line.
7. If deemed necessary by the Licensor, a flagman will be
provided by Licensor, the cost of such services to be paid by the
Licensee.
8. The Licensee agrees that it will, immediately upon
receipt of a statement showing the amount thereof, pay all cost of
any and all work performed upon the right of way and tracks of the
Licensor which shall be made necessary by the construction, repair,
renewal or presence thereon of said pipe line.
9. The Licensee agrees that it will give ample notice in
writing to the Licensor of the time when it, the Licensee, will
commence any construction, replacement, repair maintenance or
operation of said pipeline in order that the Licensor may, if it so
desires, have their representative present for the purpose of
directing said work so that the same may be done in a manner
satisfactory to the Licensor.
10. The Licensee agrees that before and during the construc-
tion, replacement, repair, maintenance or operation of said
pipeline, or at any other time, the Licensor shall have the right
to provide such safe and temporary structures as it may deem
necessary for safely caring for and preserving its tracks,
buildings or other improvements and the Licensee agrees to pay to
the Licensor the entire cost of putting in or removing such
temporary structures, and of restoring the property of the Licensor
as near as may be to the same condition in which it was before the
commencement of said work.
11. The Licensee agrees that if, at any time, the Licensor
shall change the location or grade of its track or tracks, or shall
3
desire to use its right of way at said point of crossing or at any
point along a parallel course with the pipeline for any purpose
whatever, Licensee, at its own expense, shall make all changes
required by Licensor. If the Licensee shall fail, neglect or
refuse to make such change for a period of thirty (30) days after
the receipt of written notice from the Licensor, then the Licensor
may make such change at the expense of the Licensee.
12. Licensee shall at all times construct, replace, repair,
maintain and operate said pipeline in a secure, safe and sanitary
condition and in accordance with all applicable laws, ordinances,
rules and regulations. If the manner of constructing, repairing,
maintaining and operating said pipelines shall at any time be in
violation of any applicable law, rule, regulation or ordinance,
then Licensee shall at no cost or expense to Licensor, upon receipt
of appropriate notice from a governmental agency having enforcement
jurisdiction in the properties, make such changes or repairs as
shall be necessary. Failure or refusal of Licensee to make the
required changes or repairs within the time prescribed by said
agency shall terminate this License, provided that it shall not
terminate as long as Licensee, in good faith and by pursuit of
appropriate legal or equitable remedies, enjoins, defends against,
appeals from or pursues other lawful measures to avoid the
enforcement of said laws, ordinances, rules or regulations.
13. Licensee hereby assumes and agrees to RELEASE, ACQUIT,
WAIVE ANY RIGHTS AGAINST AND FOREVER DISCHARGE the Licensor, the
Regional Transportation Authority, the Northeast Illinois Regional
Commuter Railroad Corporation, their directors, administrators,
officers, employees, agents, successors, assigns and all other
persons, firms and corporations, from and against any and all
claims, demands or liabilities imposed upon them by law or
otherwise of every kind, nature and character on account ,of
personal injuries, including death at any time resulting therefrom,
and on account of damage to or destruction of property arising from
any accident or incident which may occur to or be incurred by the
Licensee, its employees, officers, agents and all other persons
acting on its behalf while on Licensor's property.
14. Licensee agrees to indemnify, defend and hold harmless
the Licensor, the Regional Transportation Authority, the Northeast
Illinois Regional Commuter Railroad Corporation, their directors,
officers, agents and employees, from and against any and all
liabilities, losses, damages, costs, payments and expenses of every
kind and nature (including attorneys' fees and disbursements) as
a result of claims, demands, actions, suits, proceedings, judgments
or settlements, arising out of or in any way relating to or
occurring in connection with the use or conditions of the premises
used pursuant to this License. The Licensor agrees to notify the
Licensee in writing within a reasonable time of any claim of which
it becomes aware which may fall within this indemnity provision.
The Licensee further agrees to defend the Licensor, the Regional
4
Transportation Authority, the Northeast Illinois Regional Commuter
Railroad Corporation, and their directors, officers, agents and
employees against any claims, suits, actions or proceedings filed
against any of them with respect to the subject matter of this
indemnity provision, whether such claims, suits, actions or
proceedings are rightfully or wrongfully made or filed; provided,
however, that the Licensor, the Regional Transportation Authority,
the Northeast Illinois Regional Commuter Railroad Corporation, may
elect to participate in the defense thereof at their own expense or
may, at their own expense, employ attorneys of their own selection
to appear and defend the same on behalf of the Licensor, the
Regional Transportation Authority, the Northeast Illinois Regional
Commuter Railroad Corporation, and their directors, officers,
agents or employees. The Licensee shall not enter into any
compromise, or settlement of any such claims, suits, actions or
proceedings without the consent of the Licensor, the Regional
Transportation Authority and the Northeast Illinois Regional
Commuter Railroad Corporation, which consent shall not be
unreasonably withheld. Notwithstanding anything in this License to
the Contrary, the indemnities contained in this paragraph shall
survive termination of this License.
15. Prior to commencement of any work to be performed under
the terms of this License, Licensee shall require its contractor(s)
and/or sub-contractor(s) to purchase the following insurance
coverage. The total cost of the premium for such insurance shall
be at the expense of the Licensee, its contractor(s) and/or sub-
contractor(s) :
(a) Comprehensive General Liability Insurance (ISO
Form) .
The Contractor shall furnish evidence that, with
respect to the operations it performs and the operations performed
by sub-contractors, it carries regular Comprehensive General
Liability Insurance providing for a limit of not less than
$2, 000, 000 single limit, bodily injury and/or property damage
combined, for damages arising out of bodily injuries to or death to
or destruction of property, including the loss of use thereof, in
any one occurrence under the terms of which Licensor, the Regional
Transportation Authority, the Northeast Illinois Regional Commuter
Railroad Corporation, METRA/Metropolitan Rail and any other
railroads operating on Licensor's property are named as an
additional insured.
(b) Railroad's Protective Liability Insurance.
In addition to the above, the Contractor shall
furnish evidence, with respect to the operations it or any of its
sub-contractors perform, that it has provided Railroad Protective
Public Liability Insurance (AAR-AASHTO form) in the name of the
Licensor, the Regional Transportation Authority, the Northeast
5
Illinois Regional Commuter Railroad Corporation, METRA/Metropolitan
Rail and any other railroads operating on Licensor's property
providing for a limit of not less than $2 , 000, 000 single limit,
bodily injury and/or property damage combined, for damages arising
out of bodily injuries to or death of all persons in any one occur-
rence and for damage to or destruction of property, -including the
loss of use thereof, in any one occurrence. Such insurance shall
be furnished with an aggregate of not less than $6, 000, 000 for all
damages as a result of more than one occurrence.
(c) Workers' Compensation Insurance
The Contractor shall furnish evidence that, with
respect to the operations it performs, it carries a policy
complying with the statutes of the State of Illinois covering all
employees of the Contractor. The policy shall contain employers
liability coverage with limits of not less than $100, 000 each
accident; $100, 000 each employee disease; and $500, 000 policy
limit-disease.
(d) Automobile Liability Insurance.
The Contractor shall furnish evidence that, with
respect to the operations it performs, it carries a policy issued
to and covering the liability of the contractor arising out of the
use of all owned, non-owned, hired, rented or leased vehicles which
bear or are required to bear license plates according to the laws
of the State of Illinois and which are not covered under the
Comprehensive General Liability Insurance. The policy shall name
the Licensor, the Regional Transportation Authority, the Northeast
Illinois Regional Commuter Railroad Corporation, METRA/Metropolitan
Rail, and any other railroads operating on Licensor's property as
additional named insureds with respect to operations to be
performed in connection with this contract, and shall contain a
waiver of subrogation against same, their employees or agents.
Coverage under this policy shall have limits of liability of not
less than $2, 000,000 per occurrence, combined single limit, for
bodily injury and property damage liability.
The insurance hereinbefore specified shall be carried until all
work required to be performed under the terms of this License is
satisfactorily completed and formally accepted. Failure to carry
or keep such insurance in force until all work is satisfactorily
completed shall constitute a violation of the License. The
Contractor shall furnish to the Licensor signed copies of the
policy for Comprehensive General Liability and original of the AAR-
AASHTO policy for Railroad's Protective Public Liability Insurance.
If any work is sub-contracted, the contractor shall furnish a
signed copy of the policy for Comprehensive General Liability_
Insurance.
6
16. This License may be terminated by either party giving to
the other thirty (30) days' written notice of its intention so to
do. In case of termination, the Licensee shall remove from the
right of way of the Licensor said pipe line and shall restore said
right of way to its condition prior to the construction and
installation of said pipe line; or upon failure, neglect or refusal
of the Licensee so to do, the Licensor may make such removal and
restoration, and the total cost hereof shall be paid by the
Licensee immediately upon receipt of a statement; or, if the
Licensor shall so elect, it may treat the said pipe line as
abandoned by the Licensee and may make such disposition thereof as
it may see fit.
17. This License and all of the terms, conditions, rights and
obligations herein contained shall inure to and be binding upon the
Licensor, its successors, lessees, and assigns and upon the
Licensee, and the successors, assigns, lessees, heirs, executors,
administrators, legal and personal representatives of Licensee
whether hereinbefore so stated or not; but it is distinctly agreed
that the Licensee shall not assign its rights under this License
without the written consent of the Licensor first had and obtained.
18. The unenforceability or illegality of any clause or
section of this Pipe Line License shall not affect the
enforceability or legality of the remaining clauses and sections.
IN WITNESS WHEREOF, the parties hereto have duly executed this
License as of the day of
COMMUTER RAIL DIVISION OF THE
ATTEST: REGIONAL TRANSPORTATION AUTHORITY
By:
Maureen Pochron Philip A. Pagano
Assistant Secretary Executive Director
ATTEST: City of Elain
LICENSEE
By:
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