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95-77 JULY, 2007 IN REVIEWING THIS FILE, IT WAS DETERMINED TI AT AN EXECUTED COPY OF THE AGREEMENT LISTED BELOW WAS NEVE' RETURNED TO THE CLERK'S OFFICE. ALL THAT IS AVAILABLE IS THE ATTACHED DRA T COPY OF THE AGREEMENT AND ITS SUPPORTING PAPERWORK REFERENCE: RESOLUTION NO. 95-77 PASSED: APRIL 12, 1995 SUBJECT: AUTHORIZING EXECUTION OF A PIPE LINE LICENSE FOR A SANITARY SEWER WITH THE CO MUTER RAIL DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY j,-I or- - . r ....,....--- SPEED MESSAGE . TO . FROM ( / C!)- ii 1/1-.1_ ).+• -- - ' " ' -''• • • ' ,.,,n,e-7-4-14- Al# C -(.- -019 • k * lig,.4 ,.4,:',,Iiii"*.ii',-,,qi/::,:i 'ia,'" ' :'' ''."7 -.''''!1'„H :,,','•;.'. , .:. . 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Resolution No. 95-77 RESOLUTION AUTHORIZING EXECUTION OF A PIP LINE LICENSE FOR A SANITARY SEWER WITH THE COMMUTER RAIL DIVISION OF THE REGIONAL T'' 'NSPORTATION AUTHORITY BE IT RESOLVED BY THE CITY COUNCI OF THE CITY OF ELGIN, ILLINOIS, that Kevin Kelly, Mayor, a d Dolonna Mecum, City Clerk, be and are hereby authorized ans directed to execute a Pipe Line License on behalf of the City of Elgin with the Commuter Rail Division of the R:gional Transportation Authority to construct, maintain and use a sanitary sewer across, underneath or along the right ol way and tracks of the licensor, a copy of which is attached hereto and made a part hereof by reference. s/ Ke in Kell Kevin 'elly, Mayor Presented: April 12 , 1995 Adopted: April 12, 1995 Omnibus Vote: Yeas 7 Nays 0 Attest: s/ Dolonna Mecum Dolonna Mecum, City Clerk c_ I r Resolution No. 95-77 RESOLUTION AUTHORIZING EXECUTION OF A PIPE LINE LICENSE FOR A SANITARY SEWER WI' H THE COMMUTER RAIL DIVISION OF THE REGIONAL T"•NSPORTATION AUTHORITY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Kevin Kelly, Mayor, an• Dolonna Mecum, City Clerk, be and are hereby authorized and directed to execute a Pipe Line License on behalf of the Ci y of Elgin with the Commuter Rail Division of the Re•ional Transportation Authority to construct, maintain and se a sanitary sewer across, underneath or along the right of way and tracks of the licensor, a copy of which is attached -reto and made a part hereof by reference. Kevin Ke ly, Mayor Presented: April 12, 1995 Adopted: Vote: Yeas Nays Recorded: Attest: Dolonna Mecum, City Clerk r • PIPE LINE LICENS MILWAUKEE DISTRIC Commuter Rail Division of the Regional Transportation Authority, hereinafter called the "Lic=nsor", hereby grants to City of Elgin with offices located at Elgin, Illinois hereinafter termed the "Licensee" (use. as a neuter noun, in singular number whether representing o e or more corporations, copartnership or persons) , a license for . ipe line purposes, and no other purpose, along the course indicat-d in yellow on the print attached hereto, marked Exhibit "A" and by reference made a part hereof; and That for and in consideration of p-yments to be made to the Licensor by the Licensee, as hereinafter et forth, and also of the covenants and agreements hereinafter ment oned to be observed, kept and performed by the Licensee, Licenso . hereby grants unto the Licensee the right to install a 30 inch pipeline, for the purpose of conveying sanitary sewage and thereafter to maintain, operate and renew the same -uring the continuance of this License, across, underneath or al-ng the right of way and tracks (or track, as the case may be) of the Licensor; This License is granted upon the fol owing express conditions, terms and covenants to be observed, k=pt and performed by the Licensee. 1. . As one of the considerations f-r the foregoing License, the Licensee agrees to pay to the Licens-r the sum of $ 600.00 as cost of preparation of this agreement, payable in advance. As rent, Licensee shall pa , Licensor annually, in advance, the sum of Five Hundred Dollars ($ 500.00 ) (hereinafter calle- "Base Rent") . Payment must be made promptly as stated in the r-ntal billing referred to in Paragraph 1 hereof. The Base Rent s all 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 th= first year of the Term hereby created. At the beginning of each cal -ndar year following the effective date of this License, the Base Rent, as defined above to be paid by Licensee to Licensor pursuan to Paragraph 1, shall be increased or decreased by the percenta-e change in the consumer price index calculated and determined in the manner set forth herein. Any increase or decrease shall -e in relation to an index of 140.3 for the Base Year of 19 92. As used in this clause, the f•llowing 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 C-nsumers (CPI-U) U.S. City Average All Items (1982-84=100) issued by the Bureau of Labor Statistics; (3) "Base Year" shall mean •he calendar year herein- before shown; and (4) "Comparison Year" shall mean each calendar year occurring after said Base Year durin• the Term of this License and during any holding over by Licensor. The amount of Base Rent stipula ed in Paragraph 1 of this License shall hereafter be increased or d=creased (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 eac. Comparison Year over or under the Index for the Base Year. Licensor shall render License- rent bills showing the increased or decreased amount of rent to i•e paid by Licensee after each particular Comparison Year has oc. urred; however, (1) the provisions herein shall not be invalidat=d or waived, or deemed to be invalidated or waived, by reason of •elay either in rendering any rent bill or in the final determination or any dispute with respect thereto; and (2) the failure of icensor to render a .rent bill based upon any Comparison Year shall be without prejudice to the right of Licensor to render a r=nt bill based upon any subsequent Comparison Year. If the Bureau of Labor Statist'cs shall substitute a new Base for 1982-84=100 Base, hereinbefore stipulated as the Index Base, Licensor and Licensee agree tha . such substituted Base, adjusted and equated to 1982-84=100 Base in the manner recommended by said Bureau of Labor Statistics, sha 1 then become and be the . Index for all purposes herein. In the e ent the Index shall cease to be published, then, for purposes herein, there shall be substituted for the Index such other Inde as Licensor and Licensee shall agree upon, and if they shall be un..ble to agree within sixty (60) days after the Index ceases to be pu.lished, such matter shall be determined by arbitration in accorda .ce with the Rules of the American Arbitration Association, and he decision of the ar- bitrators shall be enforceable in a c.urt having jurisdiction thereover. 2. Said pipe line shall be con tructed as specified on Exhibit "A" attached hereto and by th s reference made a part hereof. 3. The installation of said pipel ne, including the digging and filling of any trench and the time nd manner of doing all of the work or of any repairs or renewals up n the Licensor's right of way, shall be as indicated by its Di ector of Real Estate & Contract Management or his authorized re resentative. All of said work shall be done in a good and wo kmanlike manner, and in accordance with plans, specifications, a d profiles to be prepared by the Licensee and submitted for ap royal to the. Licensor's Director of Real Estate & Contract Man gement or his authorized 2 • representative, and until such approva is first had, said work upon the Licensor's premises shall not .e begun by the Licensee. 4. The Licensor shall permit Li-ensee reasonable right of entry for the purpose of replacing, r-pairing, maintaining and operating said pipeline. • 5. The Licensor shall have the ri.ht to retain the existing tracks and other improvements at the loc-tion of this pipeline and also shall have the right at any and all times in the future to construct, maintain and operate over, u der, across or parallel to said pipe line such additional track or racks 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 •he usefulness or safety of the tracks and other improvements of the Licensor, or of such track or tracks and other improvements as it ,gay in the future construct over, under, across, or parallel to sai• 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 w' ll bear and pay the entire cost of constructing, maintaining, epairing, replacing and operating said pipe line. 7. If deemed necessary by the L censor, a flagman will be provided by Licensor, the cost of such services to be paid by the .Licensee. • 8. • The Licensee agrees that i will, immediately upon receipt of a statement showing the amou t thereof, pay all cost of any and all work' performed upon the rig t of way and tracks of the Licensor which shall be made necessary b the construction, repair, renewal or presence thereon of said pip- line. 9. The Licensee agrees that it ill give ample notice in writing to the Licensor of the time w en it, the Licensee, will commence any construction, replacemen , repair maintenance or operation of said pipeline in order that the Licensor may, if it so desires, have their representative p esent 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 befo e and during the construc- tion, replacement, repair, maintenan. e or operation of said pipelineor at any other time, the Li-ensor shall have the right to provide such safe and temporary -tructures as it may deem necessary for safely caring for an• preserving its tracks, buildings or other improvements and th Licensee agrees to pay to the Licensor the entire cost of put ing in or removing such temporary structures, and of restoring ie property of the Licensor as near as may be to the same condition in which it was before the commencement of said work. 3 • 11. The Licensee agrees that if, -t any time, the Licensor shall change the location or grade of its track or tracks, or shall desire to use its right of way at said p-int 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 License= shall fail, neglect or refuse to make such change for a period -f thirty (30) days after the receipt of written notice from the L'censor, then the Licensor may make such change at the expense of t e Licensee. 12. Licensee shall at all times co struct, replace, repair, maintain and operate said pipeline in a -ecure, 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 pipeline- 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 s ch changes or repairs as shall be necessary. Failure or refusa of Licensee to make the required changes or repairs within the time prescribed by said agency. shall terminate this License, p ovided 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, ales or regulations. 13. Licensee hereby assumes and agrees to RELEASE, ACQUIT, WAIVE ANY •RIGHTS AGAINST AND FOREVER DI-CHARGE the Licensor, the 'Regional Transportation Authority, the N-rtheast Illinois Regional Commuter Railroad Corporation, their d. rectors, administrators, officers, employees, agents, successor , assigns and all other persons, firms and corporations, from and against any and all claims, demands or liabilities impos=d 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 destructio, of property arising from any accident or incident which may occu. to or be incurred by the Licensee, its employees, officers, age is and all other persons acting on its behalf while on Licensor' property. 14. Licensee agrees to indemnify, defend and hold harmless the Licensor, the Regional Transportatio Authority, the Northeast Illinois Regional Commuter Railroad Co .orationtheir directors, officers, agents and employees, from and against any and all liabilities, losses, damages, costs, pa . ents and expenses of every kind and nature (including attorneys' f-es and disbursements) as a result of claims, demands, actions, sui s, proceedings, judgments or settlements, arising out of or in any way relating to or occurring in connection with the use or onditions of the premises used pursuant to this License. The Lic- nsor agrees to notify the Licensee in writing within a reasonable ime of any claim of which 4 • it becomes aware which may fall within his indemnity provision. The Licensee further agrees to defend t e Licensor, the Regional Transportation Authority, the Northeast Illinois Regional Commuter Railroad Corporation, and their directors, officers, agents and employees against any claims, suits, act'ons or proceedings filed against any of them with respect to th- subject matter of this indemnity provision, whether such cl- ims, suits, actions or proceedings are rightfully or wrongfully made or filed; provided, however, that the Licensor, the Regional ransportation Authority, the Northeast Illinois Regional Commuter Railroad Corporation, may elect to participate in the defense there•f at their own expense or may, at their own expense, employ attorn=ys of their own selection to appear and defend the same on beh- lf of the Licensor, the Regional Transportation Authority, the N•rtheast Illinois Regional Commuter Railroad Corporation, and th- ir directors, officers, agents or employees. The Licensee s all not enter into any compromise, or settlement of any such •laims, suits, actions or proceedings without the consent of th- Licensor, the Regional Transportation Authority and the No •heast Illinois Regional Commuter Railroad Corporation, which consent shall not be unreasonably withheld. Notwithstanding -nything in this License to the Contrary, the indemnities containe• in this paragraph shall survive termination of this License. 15. Prior to commencement of any ork 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 premiu. for such insurance shall be at the .expense of the Licensee, its ontractor(.$) and/or sub- . contractor(s) : • (a) Comprehensive General Liability Insurance (ISO Forad . 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 5 r Public Liability Insurance (AAR-AASHTO corm) in the name of the Licensor, the Regional Transportation •uthority, the Northeast Illinois Regional Commuter Railroad Corpo .ation, METRA/Metropolitan Rail and any other railroads operatin. on Licensor's property providing for a limit of not less than $2,000, 000 single limit, bodily injury and/or property damage co . .ined, 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 occurren e. Such insurance shall be furnished with an aaarecate of not le-s than $6, 000, 000 for all damages as a result of more than one occ rrence. (c) Workers' Compensation Ins ranee The Contractor shall fu fish evidence that, with respect to the operations it perform- , it carries a policy complying with the statutes of the State of Illinois covering all employees of the Contractor. The polic shall contain employers liability coverage with limits of not less than $100,000 each accident; $100, 000 each employee dise-se; and $500,000 policy limit-disease. (d) Automobile Liability Ins ranee. The Contractor shall fu ish evidence that, with respect to the operations it performs, i carries a policy issued to and covering the liability of the con.ractor arising out of the use of all owned, non-owned, hired, rente• or leased vehicles which bear or are required to bear license pl-tes according to the laws of the State of Illinois and which a •e not covered under the Comprehensive General Liability Insuran-e. The policy shall name the Licensor, the Regional Transportatio Authority, the Northeast Illinois Regional Commuter Railroad Corpo . ation, 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 cont act, and shall contain a waiver of subrogation against same, th- ir employees or agents. Coverage under this policy shall have limits of liability of not less than $2,000,000 per occurrence, c.mbined single limit, for bodily injury and property damage liabi ity. The insurance hereinbefore specified s all be carried until all work required to be performed under the terms of this License is satisfactorily completed and formally a•cepted. Failure to carry or keep such insurance in force until all work is satisfactorily . completed shall constitute a violatio of the License. The Contractor shall furnish to the Licen-or signed copies of the policy for Comprehensive General Liabili •v and original of the AAR- AASHTO policy for Railroad's Protective - blic Liability Insurance. If any work is sub-contracted, the co tractor shall furnish a signed copy of the policy for Compre.ensive General Liability Insurance. 6 ti 16. This License may be terminate• by either party giving to the other thirty (30) days' written no.ice of its intention so to do. In case of termination, the Lice, see shall remove from the right of way of the Licensor said pipe ine and shall restore said right of way to its condition prior to the construction and installation of said pipe line; or upon ailure, neglect or refusal of the Licensee so to do, the Licensor may make such removal and restoration, and the total cost her=of shall be paid by the Licensee immediately upon receipt of a statement; or, if the Licensor shall so elect, it may tre. t the said pipe line as abandoned by the Licensee and may make -uch disposition thereof as it may see fit. 17. This License and all of the terms, conditions, rights and obligations herein contained shall inur to and be binding upon the Licensor, its successors, lessees, -nd assigns and upon the Licensee, and the successors, assigns, lessees, heirs, executors, administrators, legal and personal r=presentatives of Licensee whether hereinbefore so stated or not; •ut it is distinctly agreed that the Licensee shall not assign its rights under this License without the written consent of the Lice sor first had and obtained. 18. The unenforceability or it egality of any clause or section of this Pipe Line Licens shall not affect the enforceability or legality of the rema ning clauses and sections. IN WITNESS WHEREOF, the parties he .eto have duly executed this License as of the day of CO ' ITER RAIL DIVISION OF THE ATTEST: REGI•NAL TRANSPORTATION AUTHORITY By: Maureen Pochron Philip A. Pagano Assistant Secretary Executive Director ATTEST: City of Elgin LICENSEE By: 014 C:\DOCS\LLE-EPL\NRD.FRN (6.3.93)Eh 7