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HomeMy WebLinkAboutResolution 748 Pipeline Crossing Agreement RESOLUTION NO. 748 A RESOLUTION OF THE CITY OF WINTER SPRINGS, FLORIDA, AUTHORIZING TIlE MA YOR, JOHN F. BUSH, TO ENTER INTO A PIPELINE CROSSING AGREEMENT, ON BEHALF OF THE CITY OF WINTER SPRINGS, FLORIDA, WIlli TIlE CSX TRANSPIRATION, INC. ; CONFLICTS AND EFFECTIVE DATE. WHEREAS, CSX Transportation, Inc. desires to construct and maintain a certain pipeline or duct work, solely for the transmission of potable water, hereinafter called "Pipeline", under or across the track( s) and property owned or controlled by CSX Transportation Inc. at or near Winter Springs, County of Seminole, State of Florida, at a point 20 feet eastwardly measured along the center line of CSX Transpiration Inc. main track(s) from Milepost AU-778, hereinafter called the "Crossing". WHEREAS, CSX Transportation, Inc. has requested the City of Winter Springs, Florida to execute and deliver a Pipeline Crossing Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA: SECTION I - That John F. Bush, Mayor, be hereby authorized and directed to execute and deliver to CSX Transportation Inc. a Pipeline Crossing Agreement for the installation of a certain property controlled by CSX Transportation, Inc. at a point 20 feet eastwardly measured along the center line of CSX Transportation, Inc. main track(s) at Milepost AU-778. SECTION II - That a certified copy of this Resolution be forwarded to CSX Transportation Inc. along with the executed Pipeline Crossing Agreement. SECTION III - All resolutions or parts of resolutions in conflict with this resolution are hereby repealed. SECTION IV - This Resolution shall take immediate effect upon its passage and approval. Passed and adopted this 12."b. day of D"""'''' ~-...... ,1994. CITY OF WINTER SPRINGS, FLORIDA JOHN F. BUSH, MAYOR ATTEST: Resolution # 12/12/94 748 Approved ax: TRANSPORTATION 500 Water Street, SC J180 Jacksonville, FL 32202-4467 (904) 359-2330 FAX (904) 359-3665 Donna S. Weitzel Manager Contract Administration November 17, 1994' Refer to: Agreement No. CSX-023395 Mr. Kipton Lockcuff Utility Director City Of Winter Springs 1126 E. State Road 434 Winter Springs, FL 32708 Dear Mr. Lockcuff: Attached, in duplicate, is proposed agreement dated November 17, 1994, between CSX Transportation, Inc. and City Of Winter Springs, covering the installation and maintenance of one 8.55 inch water pipeline crossing Railroad's right-of-way and trackage at a point 20 feet eastwardly of Milepost AU-778, at or near Winter Springs, Florida. Questions regarding the insurance requirements of the agreement should be directed to Mr. R. L. White, Director-Casualty Insurance, CSX Transportation, Inc., 500 Water Street (SIC J907), Jacksonville, Florida 32202, telephone (904) 359-1662. Please arrange for execution and return all copies of the agreement to me. Upon receipt of the executed agreement, I will arrange for execution on behalf of the Railroad and return to you an original for your records. The installation will not be permitted until the agreement has been executed and applicable fees remitted. ~y:;~ Donna S. Weitzel Attachment e\TI of WIN1ER SPRIN.G.~ -. . llnUU mR~OB AGREEMENT CHECKLIST Agreement Number: CSX 023395 Please perform the following when executing the attached instrument: ..x.. Sign the signature page in order to execute the agreement. One of the following should apply: Execution on behalf of a CORPORATION should be accomplished by the President, Vice President or an officer authorized by Board Resolution to execute legal documents on behalf of the Corporation. If the Corporate name is set out erroneously in the Agreement, the document should be executed and the name corrected and initialled where it appears. (Municipal Corporation, furnish copy of such Resolution.) If Agreement is with an INDIVIDUAL, that individual should sign the Agreement exactly as the name is set out in the caption of the Agreement. If the name is set out erroneously in the Agreement, the document should be executed and the name corrected and initialled where it appears. If the Agreement is with a PARTNERSHIP, all general members of the partnership should execute the document unless one member of the firm has been designated managing partner or expressly by the partnership to execute the Agreement. (Furnish copy of such authority.) ..x.. The signature(s) must be WITNESSED by ONE (1) witness in the space(s) provided. ..x.. NAME(S) and TITlE(S) of person(s) executing the agreement must be typed or printed in ink directly beneath signature(s). ..x.. Furnish Certificate of Insurance required under the INSURANCE A"rticle. ..x.. In returning the Agreement, please furnish the following fee(s) set out in the Article(s) described within the Agreement: Contract Preparation Fee $ 0.00 Annual License Fee (refer to FEE's Article) $ 0.00 One-Time License Fee (refer to FEE's Article) $ 1,500.00 Construction Risk Fee (refer to INSURANCE Article) $ 225.00 Open Cut Compaction Fee $ 0.00 TOTAL DUE $ 1,725.00 CSXT Form 2037 -G- Page 1 Revised April 1993 ~ Agreement No. CSX-023395 PIPELINE CROSSING AGREEMENT THIS AGREEMENT, Made as of November 17, 1994, by and between CSX TRANSPORTATION, INC., a Virginia corporation, whose mailing address is 500 Water Street, Jacksonville, Florida 32202, hereinafter called "Licensor" and CITY OF WINTER SPRINGS, a municipal corporation, political subdivision or state agency, under the laws of the State of Florida, whose mailing address is 1126 E. State Road 434, Winter Springs, FL 32708, hereinafter called "Licensee", WITNESSETH: WHEREAS, Licensee desires to construct and maintain a certain pipeline or duct work, solely for the transmission of potable water, hereinafter called "Pipeline" under or across the track(s) and property owned or controlled by Licensor at or near Winter Springs, County of Seminole, State of Florida, at a point 20 feet eastwardly measured along the center line of Licensor's main track(s) from Licensor's Milepost AU-778, hereinafter called the "Crossing"; as shown on print of Licensee's Drawing 1, dated July 25, 1994, attached hereto and made a part hereof; other details and data pertaining to said Pipeline being as indicated on Licensee's Application Form, dated July 27, 1994, also attached hereto and made a part hereof: NOW, THEREFORE, in consideration of the mutual covenants, conditions, terms and agreements herein contained, the parties hereto agree and covenant as follows: 1. LICENSE: 1.1 Licensor, insofar as it has the legal right, power and authority to do so, and its present title permits, and subject to: (A) Licensor's present and future right to occupy, possess and use its property within the area of the Crossing for any and all purposes; (B) All encumbrances, conditions, covenants, easements, and limitations applicable to Licensor's title to or rights in the subject property; and (C) Compliance by Licensee with the terms and conditions herein contained; does hereby license and permit Licensee to construct, maintain, repair, renew, operate, use, alter or change said Pipeline at the Crossing above solely for the use stated above, for the term herein stated, and to remove same upon termination. 1.2 The term Pipeline, as used herein, shall include only the pipes, ducts, casing, vents, manholes, connectors, fixtures, appliances and ancillary facilities devoted exclusively to the transmission usage above within the Crossing, and' as shown on attached Application Form. CSXT Form 2037-G - Page 2 Revised April 1993 ~ Agreement No. CSX-023395 1.3 No additional Pipeline or Wireline or other facilities shall be placed, allowed or maintained by Licensee in, upon or along the Crossing except upon separate prior written consent of Licensor. 2. LICENSE FEE; TERM: 2.1 In lieu of annual payments and in consideration of Licensor's waiver of future fee increases, Licensee shall pay Licensor a one-time nonrefundable License Fee of SEVEN HUNDRED FIFTY AND 00/100 U. S. DOLLARS ($750.00) upon execution of this Agreement. 2.2 However, Licensee assumes sole responsibility for, and shall pay directly (or reimburse Licensor), any additional annual taxes and/or periodic assessments levied against Licensor or Licensor's property solely on account of said Pipeline or Crossing. 2.3 Effective Date of this Agreement shall be the date first written above. License shall be revocable only in the event of Licensee's default, as herein provided, but shall also terminate upon (a) Licensee's cessation of use of the Pipeline or Crossing for the purpose(s) above, (b) removal of the Pipeline, and/or (c) subsequent mutual consent. 2.4 In further consideration for the license or right hereby granted, Licensee hereby agrees that Licensor shall not be charged or assessed, directly or indirectly, with any part of the cost of the installation of said Pipeline and appurtenances, and/or maintenance thereof, or for any public works project of which said Pipeline is a part. 3. CONSTRUCTION, MAINTENANCE AND REPAIRS: 3.1 Licensee shall construct, maintain, relocate, repair, renew, alter, and/or remove said Pipeline, in a prudent, workmanlike manner, using quality materials and complying with: any applicable standard(s) or regulation(s) of Licensor (A.R.E.A. Specifications) and Licensee's particular industry, and/or any governmental or regulatory body having jurisdiction over the Crossing or Pipeline. 3.2 Location and construction of Pipeline shall be made strictly in accordance with design(s) and specifications furnished to and approved by Licensor, and of material(s) and size(s) appropriate for the purpose(s) above recited. 3.3 All Licensee's work and exercise of rights hereunder shall be undertaken at time(s) satisf.actory to Licensor and so as to eliminate or minimize any impact on or interferei1ce with the sa~e use and operation of Licensor's track(s). 3.4 In the installation, maintenance, repair and/or removal of said Pipeline, Licensee shall not use explosives of any type or perform or cause any blasting without the separate express written consent of Licensor. As a CSXT Form 2037-G - Page 3 Revised April 1993 ~ Agreement No. CSX-023395 condition to such consent, a representative will be assigned by Licensor to monitor blasting, and Licensee shall" reimburse Licensor for the entire cost and/or expense of furnishing said monitor. 3.5 Any repairs or maintenance to Pipeline, whether resulting from acts of Licensee, or natural or weather events, which are necessary to protect or facilitate Licensor's use of its property, shall be made by Licensee promptly, but in no event later than thirty (30) days after Licensee has notice as to the need for such repairs or maintenance. 3.6 Licensor, in order to protect or safeguard its property, rail operations, equipment and/or employees from damage or inj ury, may request immediate repair or renewal of the Pipeline, and if the same is not performed, may make or contract to make such repairs or renewals, at the sole risk, cost and expense of Licensee. 3.7 Neither the failure of Licensor to object to any work done, material used, or method of construction or maintenance of said Crossing, nor any approval given or supervision exercised by Licensor, shall be construed as an admission of liability or responsibility by Licensor, or as a waiver by Licensor of any of the obligations, liability and/or responsibility of Licensee under this Agreement. 3.8 Licensee hereby agrees to reimburse Licensor any loss. cost or expense (including losses resulting from train delays and/or inability to meet train schedules) arising from any failure of Licensee to make or from improper or incomplete repairs or maintenance of Pipeline. 4. PERMITS, LICENSES: 4.1 Before any work hereunder is performed, or before use of the Crossing for the contracted purpose, Licensee, at its sole cost and expense, shall obtain all necessary permit(s) (including but not limited to zoning, building, construction, health, safety or environmental matters), letter(s) or certificate(s) of approval. Licensee expressly agrees and warrants that it shall conform and limit its activities to the terms of such permit(s), approval(s) and authorization(s), and shall comply with all applicable ordinances, rules, regulations, requirements and laws of any governmental authority (state, federal or local) having jurisdiction over Licensee's activities, including the location, contact, excavation and protection regulations of the Occupational Safety and Health Act (OSHA) (20 CFR 1926. 651(b), et al.), and State "One Call" - "Call Before You Dig" requirements. 4.2 Licensee assumes sole responsibility for failure to obtain such permit(s) or approval(s), for a~y violations thereof, or for costs or expenses of compliance or remedy. 5. MARKING AND SUPPORT: 5.1 With respect to any subsurface installation upon Licensor's property, Licensee, at its sole cost and expense, shall: CSXT Form 2037-G - Page 4 Revised April 1993 ~ Agreement No. CSX-023395 (A) Support track(s) and roadbed of Licensor, in a manner satisfactory to Licensor; (B) Backfill with satisfactory material and thoroughly tamp all trenches to prevent settling of surface of land and roadbed of Licensor; and property or location(s) (C) Either remove any surplus earth or material from Licensor's cause said surplus earth or material to be placed and distributed at and in such manner as Licensor may approve. 5.2 After construction of Pipeline, Licensee shall: (A) Licensor; and Restore said track(s), roadbed and other disturbed property of (B) Erect, maintain and periodically verify the accuracy of aboveground markers, in a form approved by Licensor, indicating the location, depth and ownership of Pipeline or related facilities. 5.3 Licensee shall remain responsible for any settlement of the track(s) or roadbed for a period of one (1) year subsequent to completion of installation. 6. TRACK CHANGES: 6.1 In the event that Licensor I s rail operations and/or track maintenance result in changes in grade or alignment of, additions to, or relocation of Licensor's track(s) or other facilities, or in the event future use by Licensor of right-of-way and property necessitate any change of location, height or depth of Pipeline or Crossing, Licensee, at its sole cost and expense and within thirty (30) days after notice in writing from Licensor, shall make changes in Pipeline or Crossing to accommodate Licensor's track(s) or operations. 6.2 If Licensee fails to do so, Licensor may make or contract to make such changes at Licensee's cost. 7. PIPE CHANGES: 7.1 Licensee shall periodically monitor and verify the depth or height of Pipeline and Crossing in relation to Licensor's tracks and facilities, and shall relocate Pipeline or change Crossing, at Licensee's expense, should such relocation or change be necessary to comply with the minimum clearance requirements of this Agreement or of any public authority. 7.2 If Licensee un~rtakes to revise, renew, relocate or change all or any part of Pipeline (including any change in circumference, diameter or radius of pipe or carrier pipe, change in operating pressure, or change in materials transmitted in and through said pipe), or is required by any public agency or court order tQ do so, plans therefor shall be submitted to Licensor for approval before any such change is made. After approval the terms and conditions of this Agreement shall apply thereto. CSXT Form 2037-G - Page 5 Revised April 1993 ~ Agreement No. CSX-023395 8. INTERFERENCE WITH RAIL FACILITIES: 8.1 Although the Pipeline/Crossing herein permitted may not presently interfere with Licensor's railroad operations or facilities, in the event that the operation, existence or maintenance of said Pipeline, in the sole judgment of Licensor, causes: (a) interference (physical, magnetic or otherwise) with Licensor's communication, signal or other wires, powerlines, train control system, or facilities; or (b) interference in any manner with the operation, maintenance or use by Licensor of its right-of-way, track(s), structures, pole line(s), devices, other property, or any appurtenances thereto; then and in either event, Licensee, upon receipt of written notice from Licensor of any such interference, and at Licensee's sole risk, cost and expense, shall promptly take such remedial action or make such changes in its Pipeline or its insulation or carrier pipe, as may be required in the reasonable judgment of Licensor to eliminate all such interference. Upon Licensee's failure to remedy or change, Licensor may do so or contract to do so, at Licensee's sole cost. 8.2 Without assuming any duty hereunder to inspect Licensee's Pipelin~, Licensor hereby reserves the right to inspect same and to require Licensee to undertake necessary repairs, maintenance or adjustments to Pipeline, which Licensee hereby agrees to make promptly, at Licensee's sole cost and expense. 9. RISK; LIABILITY, INDEMNITY: With respect to the relative risk and liabilities of the parties, it is hereby agreed that: 9.1 Licensee hereby assumes, and, to the fullest extent permitted by State law (Constitutional or Statutory, as amended), shall defend, indemnify and save Licensor harmless from and against any and all liability, loss, claim, suit, damage, charge or expense which Licensor may suffer, sustain, incur or in any way be subj ected to, on account of death of or injury to any person whomsoever (including offtcers, agents, employees or invitees of L~censor), and for damage to or loss of or destruction of any property whatsoever, arising out of, resulting from, or in any way connected with the construction, presence, existence, repair, maintenance, replacement, operations, use or removal of Pipeline or any structure in connection therewith, or restoration of premises of Licensor to good order or condition after removal, EXCEPT when caused solely by the fault or negligence of Licensor. 9.2 Use of Licensor's right-of-way involves certain risks of loss or damage as a result of Licensor's rail operations. Notwithstanding Section 9.1, Licensee expressly assumes all risk of loss and damage to Licensee's Property or Pipeline in, on, over or, under the Occupancy, including loss of or any interference with use thereof, regardless of cause, including electrical field creation, fire or derailment arising out of Licensor's rail operations. For this Section, the term "Licensee's Property" shall include pipe contents as well as property of ~hird parties situated or placed upon Licensor's right-of-way by Licensee or by such third parties at request of or for benefit of Licensee. CSXT Form 2037-G - Page 6 Revised April 1993 ~ Agreement No. CSX-023395 9.3 Notwithstanding Section 9.1, Licensee also expressly assumes all risk of loss which may result from Licensee's failure to maintain either the Pipeline or the required depth and encasement for Pipeline. 9.4 To the extent permitted by State law, as above, Licensee assumes all responsibility for, and agrees to defend, indemnify and hold Licensor harmless from: (a) all claims, costs and expenses, including reasonable attorneys' fees, as a COQsequence of any sudden or nonsudden pollution of air, water, land and/or ground water on or off the Crossing area, arising from or in connection with the use of this Crossing or resulting from leaking, bursting, spilling, or any escape of the material transmitted in or through said Pipeline; (b) any claim or liability arising under federal or state law dealing with either such sudden or nonsudden pollution of air, water, land and/or ground water arising therefrom or the remedy thereof; and (c) any subsidence or failure of lateral or subjacent support of Licensor's tracks arising from such Pipeline leakage, etc. 9.5 Obligations of Licensee hereunder to defend, indemnify and hold Licensor harmless shall also extend to companies and other legal entities that control or are controlled by or subsidiaries of or are affiliated with Licensor, and their respective officers, agents and employees. 9.6 If a claim is made or action is brought against either party, for which the other party may be responsible hereunder in whole or in part, such other party shall be notified and permitted to participate in the handling or defense of such claim or action. 10. INSURANCE: 10.1 Prior to commencement of surveys, construction or occupation of Crossing pursuant to this Agreement, Licensee shall procure, and shall maintain during the continuance of this Agreement, at Licensee's sole cost and expense, a policy of Commercial General Liability Insurance (CGL), naming Licensee as insured arid covering liability assumed by Licensee under this Agreement. A coverage limit of not less than THREE MILLION DOLLARS ($3,000,000) Combined Single Limit per occurrence for bodily injury liability and property damage liability is currently recommended as a prudent limit to protect Licensee's assumed obligations. 10.2 If said CGL policy does not automatically cover Licensee's contractual liability during periods of survey, construction, maintenance ahd continued occupation, a specific endorsement adding such coverage shall be purchased by Licensee. If said CGL policy is written on a "claims made" basis instead of a "per occurrence" basis, Licensee shall arrange for adequate time for reporting losses. Failure ~o do so shall be at Licensee's sole risk. 10.3 Notwithstanding the provisions of Sections 10.1 and 10.2, Licensee, pursuant to State Statute(s), may self-insure or self-assume, in any amount(s), any contracted liability arising under this Agreement, under a funded program of self-insurance, which fund will respond to liability of Licensee imposed by and in accordance with the procedures established by law. CSXT Form 2037-G - Page 7 Revised April 1993 ~ Agreement No. CSX-023395 10.4 Securing such insurance shall not limit Licensee's liability under this Agreement, but shall be additional security therefor. 10.5 In the event that Licensee or its agents or contractor(s) shall perform construction or demolition operations within fifty feet (50') of any operated railroad track(s) or affecting any railroad bridge, trestle, tunnel, track(s), roadbed, overpass or underpass, Licensee shall (a) notify Licensor and (b) pay to Licensor the Sl~ of TWO HUNDRED TWENTY FIVE AND 00/100 U.S.DOLLARS ($225.00), to cover the cost of adding this Occupancy (Crossing) to Licensor's Railroad Protective Liabilitv (RPL) Policy for any period of actual construction or demolition. 11. GRADE CROSSINGS: FLAGGING: 11.1 Nothing herein contained shall be construed to permit Licensee, or any contractor of Licensee, to move any vehicles or equipment over track(s) of Licensor, except at public road crossing(s), without separate prior written approval of Licensor (CSXT Form 7422). 11.2 If Licensor deems it advisable, during the progress of any construction, maintenance, repair, renewal, alteration, change or removal of said Pipeline, to place watchmen, flagmen, inspectors or supervisors at the Crossing for protection of operations of Licensor or others on Licensor's right-of-way, and to keep persons, equipment and materials away from Licensor's track( s) , Licensor shall have the right to do so at the expense of Licensee, but Licensor shall not be liable for failure to do so. 11.3 Subject to Licensor's consent and to Licensor's Railroad Operating Rules and existing labor agreements, Licensee may provide such flagmen, watchmen, inspectors or supervisors, during all times of construction, repair, maintenance, replacement or removal, at Licensee's sole risk and expense; and in such event, Licensor shall not be liable for the failure or neglect of such watchmen, flagmen, inspectors or supervisors. 12. LICENSOR'S COSTS: 12.1 Any additional or alternative costs or expenses incurred by Licensor to accommodate Licensee's continued use of Licensor's property as a result of Track Changes or Pipe Changes shall also be paid by Licensee. 12.2 Licensor I s expense for wages ("force account" work) and materials for any work performed at the expense of Licensee pursuant hereto shall be paid by Licensee within thirty (30) days after receipt of Licensor's bill therefor, subject to Licensee's budgetary rules. , 12.3 Such expense shall include, but not be limited to, cost of railroad labor and supervision under "force account" rules, plus current applicable overhead percentages, the actual cost of materials, and insurance, freight and handling charges on all materials used. Equipment rentals shall be in accordance with Licensor's applicable fixed rate(s). CSXT Form 2037-G - Page 8 Revised April 1993 ~ Agreement No. CSX-023395 12.4 All undisputed bills or portions of bills not paid within said thirty (30) days shall thereafter accrue interest at twelve percent (127.) per annum, unless limited by local law, and then at the highest rate so permitted. Unless Licensee shall have furnished detailed obj ections to such bills within said thirty (30) days, bills shall be presumed undisputed. 13. DEFAULT, BREACH, WAIVER: 13.1 The proper and complete performance of each covenant of this Agreement shall be deemed of the essence thereof, and in the event Licensee fails or refuses to fully and completely perform any of said covenants or to remedy any breach, within thirty (30) days after receiving a written notice from Licensor to do so (or within forty-eight (48) hours in the event of notice of a railroad emergency), Licensor shall have the option of immediately revoking this Agreement and the privileges and powers hereby conferred, regardless of license fee(s) having been paid in advance for any annual or other period. Upon such revocation, Licensee shall make removal in accordance with Article 14. 13.2 No waiver by Licensor of any breach of covenant or condition shall not be construed as a permanent waiver of such covenant or condition, or any subsequent breach thereof, unless such covenant or condition is permanently waived in writing by Licensor. 14. TERMINATION, REMOVAL: 14.1 All rights which Licensee may have hereunder shall cease upon the date of: (a) revocation, (b) termination, (c) subsequent agreement, or (d) Licensee's removal of Pipeline from the Crossing. However, neither revocation nor termination of this Agreement shall affect any claims and liabilities which may have arisen or accrued hereunder, and which at the time of termination or revocation have not been satisfied; neither party, however, waiving any third party defenses or actions. 14.2 Within thirty (30) days after revocation or termination, Licensee, at its sole risk and expense, shall (a) remove Pipeline from the right-of-way of Licensor, unless the parties hereto agree otherwise, (b) restore property of Licensor in a manner satisfactory to Licensor, and (c) reimburse Licensor any loss, cost or expense of Licensor resulting from such removal. 15. NOTICE: 15.1 Licensee shall give Licensor's Division Engineer (Moncrief Yard-Trans., Service Center, P. O. Box 2908, J510, Jacksonville, FL 32203) at least five (5) days' written {lotice before doing any work on Licensor's right-of- way, except that in cases of emergency shorter notice may be given to said Division Engineer. 15.2 All other notices and communications concerning this Agreement shall be addressed 'to Licensee at the address above, and to Licensor at the address above, c/o CSXT Contract Administration, J180; or at such other address as either party may designate in writing to the other. CSXT Form 2037-G - Page 9 Revised April 1993 ~ Agreement No. CSX-023395 15.3 Unless otherwise expressly stated herein, all such notices shall be in writing and sent via Certified or Registered Mail, Return Receipt Requested, or by courier, and shall be effective upon (a) actual receipt, or (b) date of refusal of such delivery. 16. ASSIGNMENT: 16.1 The rights herein conferred are the privilege of Licensee only, and Licensee shall obtain Licensor's prior written consent to any assignment of Licensee's interest herein; said consent shall not be unreasonably withheld. 16.2 Subject to Sections 2.2 and 16.1, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or assigns. 16.3 Licensee shall give Licensor notice of any legal succession (by merger, consolidation, reorganization, etc.) or other change of legal existence or status of Licensee, with a copy of documents attesting to such change or legal succession, within thirty (30) days thereof. 16.4 Licensee expressly reserves the right to assign this Agreement, in whole or in part, to any grantee or vendee of Licensee's underlying property interests in the Crossing, upon notice thereof to Licensor. 16.5 In the event of any unauthorized sale, transfer, assignment, sublicense or encumbrance of this Agreement, or any of the rights and privileges hereunder, Licensor, at its option, may revoke this Agreement by written notice to Licensee or any such assignee; and Licensee shall reimburse Licensor any loss, cost or expense incurred by Licensor as a result of Licensee's failure to obtain said consent. 17. TITLE: 17.1 Licensee shall not at any time own or claim any right, title or interest in or to Licensor's property occupied by Licensee's Pipeline, nor shall the exercise of this Agreement for any length of time give rise to any right, title or interest in Licensee to said property other than the license herein created. 18. GENERAL PROVISIONS: 18.1 This Agreement, and the attached specifications, contains the entire understanding between the parties hereto. 18.2 Neither this Agreement, any prov~s~on hereof, nor any agreement or provision included herein by reference, shall operate or be construed as being for the benefit of any third person. 18.3 Neither the form of this Agreement, nor any language herein, shall be interpreted or construed in favor of or against either party hereto as the sole drafter thereof. I " CSXT Form 2037-G - Page 10 Revised April 1993 ~ Agreement No. CSX-023395 18.4 This Agreement is executed under current interpretation of applicable federal, state, county, municipal or other local statute, ordinance or 1aw(s). However, each separate division (paragraph, clause, item, term, condition, covenant or agreement) hereof shall have independent and severable status for the determination of legality, so that if any separate division is determined to be void or unenforceable for any reason, such determination shall have no effect upon the validity or enforceability of each other separate division, or any combination thereof. 18.5 This Agreement shall be construed and governed by the laws of the state in which the Pipeline and Crossing is located. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate (each of which shall constitute an original) the date first above written. Witness for Licensor: CSX TRANSPORTATION, INC. By: Print/Type Name: Print/Type Title: Witness for Licensee: CITY OF WINTER SPRINGS By: Print/Type Name: Print/Type Title: Authority under Ordinance or Resolution No. dated ~ c.sXT 7455 REV. 5-27-92 ~ TRANSPOllTJ..TlON APPUCATION FOR PIPEUNE CROSSING UNDER/OVER PROPERTIES AND TRACK (For RR Use) Division "J~Ci..~OfJv {\....L~ Subdivision ALOt-1 A Val Sec. (Map) Plans for proposed installation shall be submitted to and meet the approval of the Railroad Company before construction is begu.i:1. Material and installation are to be in strict accordance with specifiCltions of the American Railway Engineering Association and requirements of CSX Transportation, Inc. Original and four (4) copies of this form shall be submitted, accompanied by five (5) letter size prints of a drawing showing plan, elevation section of crossing from field survey, location in respect.to milepost, width of Railroad's right-of-way and location of adjacent structures affecting crossing, and all information required in Figures 1 and 2 of AREA Specifications, Part 5 - Pipelines, If open cutting or tunneling is necessary, details of sheeting and method of supporting tracks or driving tunnel shall be sho'fD. 1. Complete legal name of applicant: City of iVin ter Spring s Telephone: (407 ) 327-1800 2. Address: 1126 E. State Rd. 434 City: ~Hnter Sprin~ State: FL Zip: 3270d 3. If incorporated, name of state in which incorporated: ",1 nr i n.=l Municipalicn.: .-lin.t<>r C::n,..i nrr <" 4. Location. 20 feet E"'-ST (direction) from nearest Railroad Milepost .4U -115 5. Nearest City: ,Vin ter Sprinqs County: Seminole State: Florida po~ 6. Within limits of public highway? Yes No X . If .yes", show the road right-of-way on print. DOT/AAR Crossing No. N/A 7. Temporary track support or riprapping required? Yes No X - Describe 8. Wires, poles, obstructions to be relocated? Yes No X .. Describe 9. Product to be conveyed Potable ~la ter Flammable? Yes 10. Max. Working Pressure 70 PSI. Field Test Pressure 150 11. Location of shut-off valves 1) 400' North 2) SOUtl1 to S.R. 419, 'ti1en 12 PIPE SPECIFICATIONS: CARRIER PIPE: Material Ductile Iron Material Specifications & Grade Ai-lSI/AW\'1A C150/A21.50 Minimun Yield Strength of Material PSI 42 1000 Mill Test Pressure PSI 500 Inside Diameter ~. S5 Wall Thickness 0.25" Outside Diameter 9 . 0 5" Type of Seam N/A Laying Lengths 20' Kind of Joints :-iecnan ~cal Total Length. Within Railroad Right-of-Way , ? " ' Vents: Number N/n Size Seals: Both ends rnn rrpt-p Mnrf'.=I r Bury: Base of rail to top of casing Bury: (Not beneath tracks) Bury: (Roadway ditches) CATIIODIC PROTECTION: Yes PROTECrIVE COATING: Yes x Type,sizeandspacingofinsulatorsorsupports 4"x4"x4' p '1' ~'ln(Jn.=lt- ':J\)O :;pi'lr.inq 13. Method of installation P.nr<> .=I"n ."((lrK 14. If application is revision to existing crossing, give date of agreement N /A If application is approved, applicant agrees to reimburse CSXT for any cost incurred by tbe Railroad incident to installation, maintenance, and/or supervision necessitated by this pipeline installation and further agrees to assume allliabilicy for accidents or injuries which arise,as a result of this installation. Should open cut installation be required, applicant will be responsible for all costs incurred by CSXT to remove and reinstall rail and incidentallrack resurfacing. Contract preparation fee in the amount of S2OO.00 is attached. ' No X Temperature Ambient PSI. Type Test Hydrostatic 300' West CASING PIPE: Steel J ASTH A139 Grade B' 35,000 N/A IJ" 0.250" 18.50" N/A 20' .~eldeC1 (;;)' Height above ground One end 1 feet feet feet o o o inches inches inch~ ') 1 No No x Kind 7/JI/1i / / C 5(<'O-z. 3 3'7 S- Please Type or Print: Date VII.' /. + ~. (fo/'" Signa re & Title of lcer Making Applicati<?n filM La ,j, ~ II l~f.I.J< O.~"f.k 4 o? 13 27 - :J U ~ e Title' Telephone Number ~- ~r-tp~ NO t:nj JZI yJ CSX TRANSPORTATION post-n- Fax Nole --- ",- --- - - 'f.il~,. II 1e.o'Posep ~ ~l1cn L..t:.. :r eo,J W -+-r If. 'C. 1-'1 A. n,J '3ounJ ~/w ~ A-.C-.L. ~'L12oM'- ~(;,*" Dr- wiry ,fJJ St;l , .so' ~ Z:)(.ISTH.l~ G~UJJ> \\\~ ~ ?>I 5" ~~Ol REVISIONS ;0'-1 ,-- -- II l'~"oS~P e -PUC."IL~ l~tJ WM1:L- t-J\ A/.J Loo~,J~ W'ES! 17tD"PO'SEp WI - 18" S"-':;'c.L- N.-r:S . CA~I,J,~ 1'IPr=- FILE: -- --- [;0' ~:'ttIM -pow"", <0....P. ~A~E.).I\e,.Jr ~--Lx 5 LeGe:ND e~/.srIN~ PROA::l5eo t I-,h', I 0 II PRO: .~ 1? I,-P. WA~ Mlr/L i='oR: GIT"( of \oJ HJ-rt.R. S1'2:II'! 6S .. .. ""LcfCiArro"N : \.oJ ~Nrt!::(!L.S.p..~),U~'~ Fft:..- -. ' DIVISION: . /_ I seAl(: = SO DATE: 7/z.s(t:lJ4- DIlAWlI: Wto CHECKED: SU90IV: VAL. SEC. DRAWING NO. SHfEI I 01 I (' =. 't.,n '7. ~~ o;-i ~ c;) III Cl <I 0.. to M c;) rl OJ N to ('- IS) .. rl 0'1 IS) .. rl .. 0'1 - OJ rl g <I I RESOLUTION NUMBER 748 WAS APPROVED ON DECEMBER 12, 1994. COpy ON FILE IS NOT SIGNED.