HomeMy WebLinkAbout2011-420 Co Manager - NC Railroad Company Pipeline Agreement - Central Efland-Buckhorn Sewer Extension Project – ROWRailroad Use Only
NS File No. 1151920
NCRR File No. o_h-037+2550
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PIl'ELINE AGREEMENT
THIS AGREEMENT, made and entered into by and between NORTH CAROLINA
RAILROAD COMPANY, a North Carolina corporation, hereinafter styled "Company"; and ORANGE
COUNTY, a North Carolina government entity, hereinafter styled "Licensee' ;and NORFOLK
SOUTHERN RAILWAY COMPANY, a Virginia corporation, hereinafter styled "NSR' ;
WITNESSETH
WHEREAS, Licensee proposes to install, maintain, operate and remove one 8-inch
ductile iron gravity sewer pipeline, north of the tracks, along and under the right of way or property of
Company, from Milepost H-037 plus 2,550 feet, Valuation Station 1880 plus 53, to Milepost H-037 plus
3,345 feet, Valuation Station 1888 plus 48, at or near Hillsborough, Orange County, North Carolina, to be
located with any ancillary appurtenances as shown on prints of Drawings marked Exhibits AI & A2
dated April 27, 2010, attached hereto and made a part hereof (hereinafter called "Facilities");
WHEREAS, Company is willing to permit this proposed pipeline, but only upon the
following terms and conditions;
NOW, THEREI?ORE, for and in consideration of the premises, payment of an initial fee
by Licensee to NSR of TWO HUNDRED AND NO/i00 DOLLARS ($200.00), and also cone-time non-
refundable fee to Company of TWENTY THREE THOUSAND NINE HUNDRED THIRTY ONE AND
00/104 DOLLARS ($23,931.00) and of the covenants hereinafter made, Company hereby permits and
grants Licensee, insofar as Company has the right to do so, without warranty and subject to all
encumbrances, covenants and easements to which Company's title maybe subject, the right to use and to
occupy so much of Company's property as may be necessary for the Facilities, upon the following terms
and conditions:
1. Licensee will construct and maintain the Facilities, at its expense, in such a
manner as will not interfere with the operations of Company or endanger persons or properly of
Company, and in accordance with (a) plans and specifications (if any) shown on said print(s) and any
other specifications prescribed by Company, (b) applicable governmental regulations or laws, and {c)
applicable spec cations adopted by the American Railway Engineering Association when not in conflict
with plans, specifications or regulations mentioned in (a} and (b) above.
2. Licensee hereby agrees to indemnify and save harmless Company, its officers,
agents and employees, from and against any and ail liability, claims, lasses, damages, expenses (including
attorney's fees) or costs for personal injuries (including death) and/or property damage to whomsoever ar
whatsoever occurring which arises in any manner from the installation, maintenance, operation, presence
or removal or the failure to properly install, mamtain, operate or remove the Facilities, unless such losses,
damages or injuries shall be caused solely by the negligence of Company. The indemnity contained
herein is intended to survive the termination of this Agreement.
3. Licensee assumes all responsibility for any environmental obligations imposed
under applicable laws, regulations or ordinances relating to the installation of the Facilities and/or to any
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contamination of any property, water, air or groundwater arising or resulting from Licensee's permitted
operations ar uses of Company's properly pursuant to this Agreement. In addition, Licensee shall obtain
any necessary permits to install the Facilities. Licensee agrees to indemnify and hold harmless Company
from and against any and all liability, fines, penalties, claims, demands, costs (including attorneys' fees),
losses or lawsuits brought by any person, company or governmental entity relating to contamination of
any property, water, air or groundwater due to the use or presence of the Facilities. It is agreed that this
indemnity provision extends to any cleanup costs related to Licensee's activities upon Company's property
and to any costs related to cleanup of the Facilities or to other property caused by the use of the Facilities.
The indemnity contained herein is intended to survive the termination of this Agreement.
4. No work of any character shall be started on the properly until Certificates of
Insurance, specifying that the policies have been furnished and accepted by Company as evidence that
Licensee, Contractor, and Subcontractor maintain the following insurance coverages:
(a) Comprehensive General Liability Insurance having a combined single limit of not less than
$2,000,000 per occurrence for all loss, damage, cost and expense, including attorney's fees, arising out of
bodily injury, liability and property damage liability during the policy period. Such policy shall be
endorsed to name Company as an additional insured and shall include a severability of interests provision.
In addition, Licensee's policy shall be endorsed to reflect Contractual Liability Insurance specifically
relating to the indemnity provisions of this agreement. Any exclusion for construction or demolition
activities (including installing wells or bore holes, but not for work done bymeans of a hand augur)
conducted wi#hin 50 feet of railroad tracks shall be deleted from Licensee's policy.
(b) In the event Licensee cannot obtain contractual liability insurance to cover the obligations
assumed under this Pipeline Agreement, Licensee or its contractor shall procure and tannish to Company
a Railroad Protective Liability Insurance Policy having a combined single limit of $2,000,000 per
occurrence and $6,000,000 aggregate. Said policy shall name Company as the named insured.
(c) Workers' Compensation Insurance in satisfaction of statutory requirements of the state where
the groperty covered by this agreement is located. Also, Employers' Liability Insurance having limits of
not less than $500,000 each accident, $500,000 per disease -policy limit, and $500,000 per disease -each
employee.
(d) Automobile Liability Insurance having a combined single limit of not less than $500,000 per
occurrence. Said policy shall name Company as an additional insured and shall include a severability of
interests provision.
(e} The insurance required herein shall be of such form and content as maybe acceptable to
Company. Evidence of such insurance (a certificate of insurance for the general liability insurance policy
and the original policy of Railroad Protective Liability Insurance) must be furnished to Company at
Property Department, North Carolina Railroad Company, 2809 Highwoods Blvd, Suite 100, Raleigh, NC
27604-1000 (or such other current address provided to Licensee) and approved by Company prior to
Licensee's entry on the Premises. The insurance required herein shall not limit the liability assumed by
Licensee under this Agreement or consent.
5. The details of the Facilities to be installed and maintained shall be at the option
of Licensee, and subject to the approval of Company. In case of failure of Licensee to do the work as
herein specified, Company reserves the right to remove the Facilities from Company's premises at the
expense of Licensee, and to terminate this Agreement upon ten (10) days' written notice.
6. If Company shall make any change or addition on its right of way at or near the
Facilities of Licensee affecting the character, height or alignment of any of Company's power lines,
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communication, signal or other wires or electrical apparatus, or shall place structures or additional wires
or electrical apparatus upon its said right of way, or shall make on its said right of way any change to any
line, grade, track, roadbed, installations, works or structures or in the use of any such line, grade, track,
roadbed, installations, works or structure, which would be affected by the Facilities of Licensee or by the
use thereof, Licensee shall within thirty (30) days of written notice from the Company to Licensee, at
Licensee's sole cost and expense, make such changes in the location and character of the Facilities as, in
the opinion of Company, shall be necessary or appropriate on account of any such changes or additions.
7. Licensee will notify Company prior to the installation and placing in service of
cathodic protection in order that tests maybe conducted on Company's signal, communications and other
electronic systems for possible interference. If the Facilities cause degradation of the signal,
communications or other electronic facilities of Company, Licensee, at its expense, will relocate the
cathodic protection and/or modify the Facilities to the satisfaction of Company so as to eliminate such
degradation. Such modifications may include, without limiting the generality of the foregoing; providing
additional shielding, reactances or other corrective measures deemed necessary by Company. This
provision applies to the existing signal, communications and electronic equipment of Company and to any
signal, communications or electronic equipment that Company may install in the future.
8. If Licensee fails to take any corrective measures requested by Company in a
timely manner or if an emergency situation is presented which, in the Company's judgment, requires
immediate repairs to the facilities, Company, at Licensee's expense, may undertake such corrective
measures or repairs as it deems necessary or desirable and Licensee shall reimburse Corirpany upon
receipt of an invoice.
9. Notwithstanding any other provision of this Agreement, it is understood, agreed
and covenanted that Licensee accepts this Agreement as a mere license and assumes all risk of damage to
its property by reason of its occupation of the premises herein described caused by any defects therein or
business conducted thereon, whether caused by the negligence of Company, its officers, agents or
employees, or otherwise, and Licensee hereby indemnifies Company, its officers, agents, and employees,
from and against any such liability for said damage. The indemnity contained herein is intended to
survive the termination of this Agreement.
10. Company shall furnish, at the cost of Licensee, labor and materials to support its
tracks and to protect its traffic during the installation, maintenance, repair, renewal or removal of the
Facilities.
11. It is further agreed between the parties that the premises shall be used by
Licensee only for the Facilities and for no other purpose without the written permission of the chief
engineering officer of Company.
12. Licensee shall give Company seventy-two (72) hours' advance notice (or less in
case of emergencies) of any work to be performed on the premises of Company. Licensee agrees to pay
any costs incurred by Company for the purpose of protection and inspection considered necessary by
Company during installation, maintenance, operation, modification, replacement and/or removal of the
Facilities. Such costs shall be paid upon the Company's submission of an invoice to Licensee.
13. Licensee shall not assign this Agreement without the written consent of
Company which consent may be withheld in Company's sole discretion.
14. The word "Company" as used herein shall include any other company whose
property at the aforesaid location maybe leased or operated by Company. Said term also shall include
Company's officers, agents and employees, and any parent company, subsidiary or affiliate of Company
and their officers, agents and employees.
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15. This Agreement may be terminated by either party upon sixty (60) days written
notice to the other party. During said sixty (60) day period, Licensee shall remove the Facilities from
Company's premises and restore said premises to a condition satisfactory to Company's chief engineering
officer. If Licensee fails to remove the Facilities within the aforesaid sixty day period, Company may
elect: (a) to become the owner of the Facilities without any claim or consideration whatsoever therefor by
or to Licensee, its successors or assigns, or (b) to remove the Facilities and all property of Licensee from
the premises of Company at the expense of Licensee. Licensee agrees to reimburse Company for any and
all costs of such removal upon receipt of an invoice. No termination of this Agreement shall affect any
liability incurred by either party hereto prior to the effective date of such termination.
16. This Agreement shall take effect as of the day of , 20
17. The terms set forth in the attached Exhibit B, consisting of two pages and titled
"Agreement and Consent of Norfolk Southern Railway Company," are incorporated into this Agreement
as if set forth verbatim herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate,
each part being an original, as of the day of , 20
CQMPANY:
NORTH CAROLINA RAILROAD COMPANY
By: _
Title;
LICENSEE:
ORANGE COUNTY
By:
Title:
NSR:
NORFOLK SOUTHERN RAILWAY COMPANY
By:
Title:
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Ezhibit Al Apri127, 2010
Milepost H-037+2,550' Orange County, NC
Parcel No. 7 of V-24/9
212446.w.mod 02042003
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Exhibit A2
Milepost H-037+2,550'
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Apri127, 2010
Orange County, NC
i
i
Parcel No. 7 of V-24/9
G 21244G.w.mad 02042003
8
EXFIIBIT B
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AGREEMENT AND CONSENT OF NORFOLK SOUTHERN
RAILWAY COMPANY
WHEREAS, Company, Licensee, and NSR desire to enter into the attached Agreement regarding
the property described therein (the "Premises").
NOW THEREFORE, inconsideration of the above recitals and the promises and agreements
contained herein, as well as for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, NSR, Company, and Licensee agree as follows:
1. NSR gives its consent to the Agreement pursuant to the terms and conditions of this Consent. All
of the terms of this Consent are hereby incorporated by reference into the Agreement. The term
"NSR" as used in this Agreement and Consent and as used in the Agreement shall include NSR's
officers, agents and employees, and any parent company, subsidiary or affiliate of NSR and their
officers, agents and employees. ~ - - -
2. The parties agree and understand that any right or claim of Company held in or by virtue of the
Agreement shall also inure to the benefit of, and be enforceable by NSR or by any successor or
assignee of Company or NSR, and NSR shall not be responsible for any obligations, duties or
indemnities of Company to Licensee under the Agreement. NSR reserves any pre-existing rights,
claims and defenses against Company and Licensee and said rights, claims and defenses shall not
be waived or limited in any way by the Agreement. -
Licensee understands that NSR makes no warranties or representations regarding the condition of
or title to the Premises. Licensee takes the Premises "AS IS" and expressly waives any and all
claims against NSR relating to or arising from the condition of or title to the Premises and the
property surrounding the Premises, including without limitation, any claims and costs relating to
environmental contamination under any applicable laws (such as, without limitation, those which
might arise under CERCLA, RCRA, and the North Carolina Oil Pollution and Hazardous
Substances Act).
4. Without the written consent of NSR, (i} neither the Agreement nor this Consent may be assigned
in whole or in part by Company or Licensee; (ii) Licensee shall not enter into any sublicense or
sublease of the Premises; and (iii) the Agreement shall not be amended by Company or Licensee.
No consent by NSR to any sublease, sublicense, assignment, or amendment of the Agreement
shall be construed to be consent to any further sublease, sublicense, assignment, or amendment of
the Agreement.
In consideration of the rights granted by NSR to Licensee by this Consent, Licensee agrees to
indemnify and hold NSR harmless to the same extent as Company is indemnified and held
harmless pursuant to the Agreement. In addition, without limiting the indemnities provided in the
Agreement, Licensee specifically shall indemnify and hold harmless NSR from and against any
and all attorney's fees, costs, expenses, liabilities, injuries, claims (including third party claims
and any claims under any environmental laws and regulations such as CERCLA, RCRA, and the
North Carolina Oil Pollution and Hazardous Substances Control Act) and damages arising from
or related to (1) the Agreement; (2) any acts or omissions by Licensee at or near the Premises, {3)
Licensee's violations of environmental laws and regulations, and (4) environmental contamination
caused by Licensee. For purposes of this paragraph, the term Licensee shall mean its officers,
employees, agents, contractors, guests or invitees.
6. NSR must be given at least thirty {30) days notice prior to the placement of any equipment,
structure, facility, fixitu'e, or other improvement on the Premises other than those permitted by the
Agreement.
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7. Company and NSR agree that, by entering into this Consent, (i) NSR is not making any
admission regarding any matter between NSR and Company; {ii) Company is not making any
admission regarding any matter between NSR and Company; (iii} NSR is not waiving any claim
or defense against Company or any affiliate of Company; (iv) Company is not waiving any claim
or defense against NSR; (v) NSR does not waive or prejudice any position, claim or defense with
regard to any legal or administrative proceedings in which Company or its affiliates and NSR are
currently involved or may become involved, including but not limited to any claim or defense
with respect to any leasehold rights, environmental obligation or liability, possessory rights, or
holdover or non-holdover status of Company; and (vi} Company does not waive or prejudice any
position, claim or defense with regard to any Legal or administrative proceedings in which
Company or its affiliates and NSR are currently involved or may be involved, including but not
limited to any claim or defense with respect tQ any leasehold rights, environmental obligation or
liability, possessory rights, or holdover or non-holdover status of Company.
8. Licensee acknowledges that NSR has not made any inspection of the Premises and that the
Premises are located at or near active or inactive railroad facilities, structures, or related properly.
9. No work of any character shall be slatted on the property until Certificates of Insurance,
specifying that the policies have been fiunished and accepted by NSR as evidence that Licensee,
Contractor, and Subcontractor maintain the following insurance coverages:
(a) Comprehensive General Liability Insurance having a combined single limit of not less than
$2,000,000 per occurrence for all loss, damage, cost and expense, including attorney's fees,
arising out of bodily injury, liability and property damage liability during the policy period. Such
policy shall be endorsed to name NSR as an additional insured and shall include a severability of
interests provision. In addition, Licensee's policy shall be endorsed to reflect Contractual
Liability Insurance specifically relating to the indemnity provisions of this agreement. Any
exclusion for construction or demolition activities (including installing wells or bore holes, but
not for work done by means of a hand augur) conducted within 50 feet of railroad tracks shall be
deleted from Licensee's policy.
(b) In the event Licensee cannot obtain contractual liability insurance to cover the obligations
assumed under this Pipeline Agreement, Licensee or its contractor shall procure and finnish to
NSR a Railroad Protective Liability Insurance Policy having a combined single limit of
$2,000,000 per occurrence and $6,000,000 aggregate. Said policy shall name NSR as the named
insured.
{c} Workers' Compensation Insurance in satisfaction of statutory requirements of the state where
the property covered by this agreement is located. Also, Employers' Liability Insurance havung
limits of not Iess than $500,000 each accident, $500,000 per disease -policy limit, and $500,000
per disease -each employee.
(d) Automobile Liability Insurance having a combined single limit of not less than $500,000 per
occurrence. Said policy shall name NSR as an additional insured and shall include a severability
of interests provision_
{e) The insurance required herein shall be of such form and content as may be acceptable to
NSR Evidence of such insurance (a certificate of insurance for the general liability insurance
policy and the original policy of Railroad Protective Liability Insurance} must be famished to
NSR at NSR Risk Manager, Three Commercial Place, Norfolk, VA 23510 {or such other current
address provided to Licensee) and approved by NSR prior to Licensee's entry on the Premises.
The insurance required herein shall not limit the liability assumed by Licensee under this Consent
or the Agreement.
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Railroad Use Only
NS File No. 1 I S 1918
NCRR File No. o_h-037+0255
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PIl'ELINE AGREEMENT
THIS AGREEMENT, made and entered into by and between NORTH CAROLINA
RAILROAD COMPANY, a North Carolina corporation, hereinafter styled "Company"; and ORANGE
COUNTY, a North Carolina government entity, hereinafter styled "Licensee"; and NORFOLK
SOUTHERN RAILWAY COMPANY, a Virginia. corporation, hereinafter styled 'TISR";
WITNES SETH
WHEREAS, Licensee proposes to install, maintain, operate and remove one 8-inch DIP
sanitary sewer pipeline, along and under the right of way or property and any tracks of Company, at
Milepost H 037 plus 255 feet, Valuation Station 1857 plus 58, to Milepost II 037 plus S1S feet, Valuation
Station 1860 plus 18, at or near Hillsboro, Orange County, North Carolina, to be located with any
ancillary appurtenances as shown on prints of Drawings marked Ezhibits AI & A2 dated Apri127, 2010,
attached hereto and made a part hereof (hereinafter called "Facilities");
WHEREAS, Company is willing to permit this proposed pipeline, but only upon the
following terms and conditions;
NOW, THEREFORE, for and in consideration of the premises, payment of an initial fee
by Licensee to NSR of TWO HUNDRED AND NO/100 DOLLARS ($200.00), and also aone-time non-
refundable fee to Company of FOURTEEN THOUSAND ONE HUNDRED S1XTY SIX AND 00/100
DOLLARS {$14,166.00) and of the covenants hereinafter made, Company hereby permits and grants
Licensee, insofar as Company has the right to do so, without warranty and subject to all encumbrances,
covenants and easements to which Company's title may be subject, the right to use and to occupy so much
of Company's property as may be necessary for the Facilities, upon the following terms and conditions:
1. Licensee will construct and maintain the Facilities, at its expense, in such a
manner as will not interfere with the operations of Company or endanger persons or property of
Company, and in accordance with (a) plans and specifications (if any) shown on said prints} and any
other specifcations prescribed by Company, (b) applicable governmental regulations or laws, and (c)
applicable specifications adopted by the American Railway Engineering Association when not in conflict
with plans, specifications or regulations mentioned in (a) and (b} above.
2. Licensee hereby agrees to indemnify and save harmless Company, its officers,
agents and employees, from and against any and all liability, claims, losses, damages, expenses {including
attorney's fees) or costs for personal injuries (including death) and/or property damage to whomsoever or
whatsoever occurring which arises in any manner from the installation, maintenance, operation, presence
or removal or the failure to properly install, maintain, operate or remove the Facilities, unless such losses,
damages or injuries shall be caused solely by the negligence of Company_ The indemnity contained
herein is intended to survive the termination of this Agreement.
3. Licensee assumes all responsibility for any environmental obligations imposed
under applicable laws, regulations or ordinances relating to the installation of the Facilities and/or to any
contamination of any property, water, air or groundwater arising or resulting from Licensee's permitted
050903B
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operations or uses of Company's property pursuant to this Agreement. In addition, Licensee shall obtain
any necessary permits to install the Facilities. Licensee agrees to indemnify and hold harmless Company
from and against any and all liability, fines, penalties, claims, demands, costs (including attorneys' fees},
losses or lawsuits brought by any person, company or governmental entity relating to contamination of
any property, water, air or groundwater due to the use or presence of the Facilities. It is agreed that this
indemnity provision extends to any cleanup costs related to Licensee's activities upon Company's property
and to any costs related to cleanup of the Facilities or to other property caused by the use of the Facilities.
The indemnity contained herein is intended to survive the termination of this Agreement.
4. No work of any charac#er shall be started on the property until Certificates of
Insurance, specifying that the policies have been furnished and accepted by Company as evidence that
Licensee, Contractor, and Subcontractor maintain the following insurance coverages:
(a) Comprehensive General Liability Insurance having a combined single limit of not less than
$2,000,000 per occurrence for all loss, damage, cost and expense, including attorney's fees, arising out of
bodily injury, liability and property damage liability during the policy period. Such policy shall be
endorsed to name Company as an additional insured and shall include a severability of interests provision
In addition, Licensee's policy shall be endorsed to reflect Contractual Liability Insurance specifically
relating to the indemnity provisions of this agreement. Any exclusion for construction or demolition
activities (including installing wells or bore holes, but not for work done by means of a hand augur)
conducted within 50 feet of railroad tracks shall be deleted from Licensee's policy.
(b} In the event Licensee cannot obtain contractual liability insurance to cover the obligations
assumed under this Pipeline Agreement, Licensee or its contractor shall procure and furnish to Company
a Railroad Protective Liability Insurance Policy having a combined single limit of $2,000,000 per
occurrence and $6,000,000 aggregate. Said policy shall name Company as the named insured.
(c) Workers' Compensation Insurance in satisfaction of statutory requirements of the state where
the property covered by this agreement is located. Also, Employers' Liability Insurance having limits of
not less than $500,000 each accident, $500,000 per disease -policy limit; and $500,000 per disease -each
employee.
(d) Automobile Liability Insurance having a combined single limit of not less than $500,000 per
occurrence. Said policy shall name Company as an additional insured and shalt include a severability of
interests provision.
(e) The insurance required herein shall be of such form and content as may be acceptable to
Company. Evidence of such insurance (a certificate of insurance for the general liability insurance policy
and the original policy of Railroad Protective Liability Insurance) must be furnished to Company at
Property Department, North Carolina Railroad Company, 2809 Highwoods Blvd, Suite 100, Raleigh, NC
27604-1000 (or such other current address provided to Licensee} and approved by Company prior to
Licensee's entry on the Premises. The insurance required herein shall not limit the liability assumed by
Licensee under this Agreement or consent.
5. 'The details of the Facilities to be installed and maintained shall be at the option
of Licensee, and subject to the approval of Company. In case of failure of Licensee to do the work as
herein specified, Company reserves the right to remove the Facilities from Company's premises at the
expense of Licensee, and to terminate this Agreement upon ten (l 0} days' written notice.
6. If Company shall make any change or addition on its right of way at or near the
Facilities of Licensee affecting the character, height or alignment of any of Company's power lines,
communication, signal or other wires or electrical apparatus, or shall place structures or additional wires
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or electrical apparatus upon its said right of way, or shall make on its said right of way any change to any
line, grade, track, roadbed, installations, works or structures or in the use of any such line, grade, track,
roadbed, installations, works or structure, which would be affected by the Facilities of Licensee or by the
use thereof, Licensee shall within thinly (30) days of written notice from the Company to Licensee, at
Licensee's sole cost and expense, make such changes in the location and character of the Facilities as, in
the opinion of Company, shall be necessary or appropriate on account of any such changes or additions.
7. Licensee will notify Company prior to the installation and placing in service of
cathodic protection in order that tests may be conducted on Company's signal, communications and other
electronic systems for possible interference. If the Facilities cause degradation of the signal,
communications or other electronic facilities of Company, Licensee, at its expense, will relocate the
cathodic protection and/or modify the Facilities to the satisfaction of Company so as to eliminate such
degradation. Such modifications may include, without limiting the generality of the foregoing, providing
additional shielding, reactances or other corrective measures deemed necessary by Company. This
provision applies to the existing signal, communications and electronic equipment of Company and to any
signal, communications or electronic equipment that Company may install in the future.
8. If Licensee fails to take any corrective measures requested by Company in a
timely manner or if an emergency situation is presented which, in the Company's judgment, requires
immediate repairs to the facilities, Company, at Licensee's expense, may undertake such corrective-
measures or repairs as it deems necessary or desirable and Licensee shall reimburse Company upon
receipt of an invoice.
9. Notwithstanding any other provision of this Agreement, it is understood, agreed
and covenanted that Licensee accepts this Agreement as a mere license and assumes all risk of damage to
its property by reason of its occupation of the premises herein described caused by any defects therein or
business conducted thereon, whether caused by the negligence of Company, its officers, agents or
employees, or otherwise, and Licensee hereby indemnifies Company, its officers, agents, and employees,
from and against any such liability for said damage. The indemnity contained herein is intended to
survive the termination of this Agreement.
10. Company shall furnish, at the cost of Licensee, labor and materials to support its
tracks and to protect its traffic during the installation, maintenance, repair, renewal or removal of the
Facilities.
11. It is further agreed between the parties that the premises shall be used by
Licensee only for the Facilities and for no other purpose without the written permission of the chief
engineering officer of Company.
12. Licensee shall give Company seventy-two (72) hours' advance notice (or less in
case of emergencies) of any work to be performed on the premises of Company. Licensee agrees to pay
any casts incurred by Company for the purpose of protection and inspection considered necessary by
Company during installation, maintenance, operation, modification, replacement and/or removal of the
Facilities. Such costs shall be paid upon the Company's submission of an invoice to Licensee.
13. Licensee shall not assign this Agreement without the written consent of
Company which consent may be withheld in Company's sole discretion.
14. The word "Company" as used herein shall include any other company whose
property at the aforesaid Iocation may be leased or operated by Company. Said term also shall include
Company's officers, agents and employees, and any parent company, subsidiary or affiliate of Company
and their officers, agents and employees.
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15. This Agreement may be terminated by either party upon sixty {60) days written
notice to the other party. During said sixty (60) day period, Licensee shall remove the Facilities from
Company's premises and restore said premises to a condition satisfactory to Company's chief engineering
officer. If Licensee fails to remove the Facilities within the aforesaid sixty day period, Company may
elect: (a) to become the owner of the Facilities without any claim or consideration whatsoever therefor by
or to Licensee, its successors or assigns, or (b) to remove the Facilities and all property of Licensee from
the premises of Company at the expense of Licensee. Licensee agrees to reimburse Company for any and
all costs of such removal upon receipt of an invoice. No termination of this Agreement shall affect any
liability incurred by either party hereto prior to the effective date of such termination.
16. This Agreement shalt take effect as of the day of , 20
17. The terms set forth in the attached E~ltibit B, consisting of two pages and titled
"Agreement and Consent of Norfolk Southern Railway Company," are incorporated into this Agreement
as if set forth verbatim herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate,
each part being an original, as of the day of , 20
COMPANY:
NORTH CAROLINA RAILROAD COMPANY
By: _
Title:
LICENSEE:
ORANGE COUNTY
By:
Title:
NSR:
NORFOLK SOUTHERN RAILWAY COMPANY
By:
Title:
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Exhibit Al
Milepost H-037+
255'
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16
EXE~TT B
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AGREEMENT AND CONSENT OF NORFOLK SOiJTHERN
RAII.WAY COMPANY
WHEREAS, Company, Licensee, and NSR desire to enter into the attached Agreement regarding
the property described therein {the "Premises").
NOW THEREFORE, inconsideration of the above recitals and the promises and agreements
contained herein, as well as for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, NSR, Company, and Licensee agree as follows:
NSR gives its consent to the Agreement pursuant to the terms and conditions of this Consent. All
of the terms of this Consent are hereby incorporated by reference into the Agreement. The term
"NSR" as used in this Agreement and Consent and as used in the Agreement shall include NSR's
officers, agents and employees, and any parent company, subsidiary or affiliate of NSR and their
o#l xcers, agents and employees.:.
2. The parties agree and understand that any right or claim of Company held in or by virtue of the
Agreement shall also inure to the benefit of, and be enforceable by NSR or by any successor or
assignee of Company or NSR, and NSR shall not be responsible for any obligations, duties or
indemnities of Company to Licensee under the Agreement. NSR reserves any pre-existing rights,
claims and defenses against Company and Licensee and said rights, claims and defenses shall not
be waived or limited in any way by the Agreement.
Licensee understands that NSR makes no warranties or representations regarding the condition of
or tide to the Premises. Licensee takes the Premises "AS IS" and expressly waives any and all
claims against NSR relating to or arising fiom the condition of or title to the Premises and the
property surrounding the Premises, including without limitation, any claims and costs relating to
environmental contamination under any applicable Laws (such as, without limitation, those which
might arise under CERCLA, RCRA, and the North Carolina Oil Pollution and Hazardous
Substances Act).
4. Without the written consent of NSR, (i) neither the Agreement nor this Consent may be assigned
in whole or in part by Company or Licensee; (ii) Licensee shall not enter into any sublicense or
sublease ofthe Premises; and (iii) the Agreement shall not be amended by Company or Licensee.
No consent by NSR to any sublease, sublicense, assignment; or amendment of the Agreement
shall be construed to be consent to any further sublease, sublicense, assignment, or amendment of
the Agreement.
In consideration of the rights granted by NSR to Licensee by this Consent, Licensee agrees to
indemnify and hold NSR harmless to the same extent as Company is indemnified and held
harmless pursuant to the Agreement. In addition, without limiting the indemnities provided in the
Agreement, Licensee specifically shall indemnify and hold harmless NSR from and against any
and all attorney's fees, costs, expenses, liabilities, injuries, claims (including third party claims
and any claims under any environments! laws and regulations such as CERCLA, RCRA, and the
North Carolina Oil Pollution and Hazardous Substances Control Act) and damages arising from
or related to (1) the Agreement; (2) any acts or omissions by Licensee at ar near the Premises, (3)
Licensee's violations of environmental laws and regulations, and (4) environmental contamination
caused by Licensee. For purposes of this paragraph, the term Licensee shall mean its officers,
employees, agents, contractors, guests or invitees.
6. NSR must be given at least thirty (30) days notice prior to the placement of any equipment,
structure, facility, fixture, or other improvement on the Premises other than those pet~nitted by the
Agreement.
212446.w.mod 02042003
17
~•r-so
7. Company and NSR agree that, by entering into this Consent, (i) NSR is not making any
admission regarding any matter between NSR and Company; (ii) Company is not making any
admission regarding any matter between NSR and Company; (iii) NSR is not waiving any claim
or defense against Company or any affiliate of Company; (iv) Company is not waiving any claim
or defense against NSR; (v) NSR does not waive or prejudice any position, claim or defense with
regard to any legal or administrative proceedings in which Company or its aff liates and NSR are
currently involved or may become involved, including but not limited to any claim or defense
with respect to any leasehold rights, environmental obligation or liability, possessory rights, or
holdover or non-holdover status of Company; and (vi) Company does not waive or prejudice any
position, claim or defense with regard to any legal or administrative proceedings in which
Company or its affiliates and NSR are currently involved or may be involved, including but not
limited to any claim or defense with respect to any leasehold rights, environmental obligation or
liability, possessory rights, or holdover or non holdover status of Company.
8. Licensee acknowledges that NSR has not made any inspection of the Premises and that the
Premises are located at or near active or inactive railroad facilities, structures, or related property.
9. No work of any character shall be started on the property until Certificates of Insurance,
specifying that the policies have been furnished and accepted by NSR as evidence that Licensee,
Contractor, and Subcontractor maintain the following insurance coverages:
(a} Comprehensive General Liability Insurance having a combined single limit of not less than
$2,000,000 per occurrence for all loss, damage, cost and expense, including attorney's fees,
arising out of bodily injury, liability and property damage liability during the policy period. Such
policy shall be endorsed to name NSR as an additional insured and shall include a severability of
interests provision. In addition, Licensee's policy shall be endorsed to reflect Contractual
Liability Insurance specif tally relating to the indemnity provisions of this agreement. Any
exclusion for construction or demolition activities {including installing wells or bore boles, but
not for work done by means of a hand augur) conducted within 50 feet of railroad tracks shall be
deleted from Licensee's policy.
(b) In the event Licensee cannot obtain contractual liability insurance to cover the obligations
assumed under this Pipeline Agreement, Licensee or its contractor shall procure and furnish to
NSR a Railroad Protective Liability Insurance Policy having a combined single limit of
$2,000,000 per occurrence and $6,000,000 aggregate. Said policy shall name NSR as the named
insured_
(c) Workers' Compensation Insurance in satisfaction of statutory requirements of the state where
the property covered by this agreement is located. Also, Employers' Liability Insurance having
limits of not less than $500,000 each accident, $500,000 per disease -policy limit, and $500,000
per disease -each employee.
(d} Automobile Liability Insurance having a combined single limit of not less than $500,000 per
occurrence. Said policy shall name NSR as an additional insured and shall include a severability
of interests provision.
{e) The insurance required herein shall be of such form and content as maybe acceptable to
NSR. Evidence of such insurance (a certificate of insurance for the general liability insurance
policy and the original policy of Railroad Protective Liability Insurance} must be furnished to
NSR at NSR Risk Manager, Three Commercial Place, Norfolk, VA 23510 (or such other current
address provided to Licensee) and approved by NSR prior to Licensee's entry on the Premises.
The insurance required herein shall not limit the liability assumed by Licensee under this Consent
or the Agreement_
212446.w.mod 02042003
Railroad Use Only
NS File No. 1087136
NCRR File No. o_h-034+0640
AC:
,A~~~~- ~
PDPELINE AGREEMENT
F•nv-sa
THIS AGREEMENT, made and entered into by and between NORTH CAROLINA
RAILROAD COMPANY, a North Carolina corporation, hereinafter styled "Company"; and CITY OF
MEBANE, a North Carolina government entity, hereinafter styled "Licensee' ;and NORFOLK
SOUTHERN RAILWAY COMPANY, a Virginia corporation, hereinafter styled "NSR";
WITNESSETH
'WHEREAS, Licensee proposes to install, maintain, operate and remove an 8 inch ductile
iron gravity sewage pipeline, aloing and under the right of way or property and any tracks of Company,
from Milepost H-034 plus 640, Valuation Station 1700+73, to Milepost Ii-034 plus 1,247, Valuation
Station 1707-130 at or near Mebane, Orange County, North Carolina, to be located with any ancillary
appurtenances as shown on prints of Drawing marked Exhibit Al and A2, dated. January 26, 2006, •
attached hereto and made a gait hereof {hereinafter called "Facilities"}; • •
WHEREAS, Company is willing to permit this proposed pipeline, but only upon the
following terms and conditions;
NOW, THEREFORE, for and in consideration of the premises, payment of an initial fee
by Licensee to NSR of TWO HUNDRED AND NO~100 DOLLARS ($200.01}), and also none-time non-
refundable fee to Company of NINE THOUSAND FIVE HUNDRED FORTY NINE AND NOI100
DOLLARS ($9549.00) and of the covenants hereinafter made, Company hereby permits and grants
Licensee, insofar as Company has the right to do so, without warranty and subject to all encumbrances,
covenants and easements to which Company's title. may be subject, the right to use and to occupy so much
of Company's property as may tie necessary for the Facilities, upon the followvag terms and conditions:
1. Licensee will construct and maintain the Facilities, at its expense, in such a
manner as will not interfere with the operations of Company or endanger persons or property of
Company, and in accordance with (a} plans and specifications {if,any) shown on said print(s) and any
other specifications prescribed by Company, (b) applicable governmental regulations or laws, and (c)
applicable specifications adopted by the American Railway Engineering Association when not in conflict
with plans, specif cations or regulations mentioned in (a) and (b) above. .
. 2. Licensee hereby agrees to indemnify and save harmless Company, its officers,
agents and employees, from and against any and a1l.liability, claims, losses, damages, expenses (includuzg
attorney's fees) or costs for personal injuries (including death) and/or property damage to whomsoever or
whatsoever occurring which arises in any manner from the installation, maintenance, operation, presence
or removal or the failure to properly install, maintain, operate or remove the Facilities, unless such losses;
damages or injuries shall be caused solely by the negligence of Company. The indemnity contained
herein is intended to survive the termination of this Agreement.
3. Licensee assumes all responsibility for any environmental obligations imposed
under applicable laws, regulations or ordinances relating to the installation of the Facilities and/or to any
contamination of any property, water, air or groundwater arising or resulting from Licensee's permitted
operations or uses of Company's property pursuant to this Agreement. In addition, Licensee shall' obtain
any necessary permits td install the Facilities. Licensee agrees to indemnify and hold harmless Company
OSO903B
18
19
- ~ t-ter-sa
from a~-~d against any and all liability, Ewes, penalties, claims, demands, costs (including attorneys' fees),
losses or lawsuits brought by any person, company or governmental entity relating to contamination of
any property, water, air or groundwater due to the use or presence of the Facilities. It is agreed that this
indemnity provision extends to any cleanup casts related to Licensee's activities upon Company's property
and to any costs related to cleanup of the Facilities or to other property caused by the use of the Facilities.
The indemnity contained herein is intended to survive the termination of this Agreement.
-4. No work of any character shall be started on the property until Cert~cates of
Insurance, specifying that the policies have been firrnished and accepted by Company as evidence that
Licensee, Contractor, and Subcontractor maintain the foIlawing insurance coverages:
(a) Comprehensive General Liability Insurance having a combined single limit of not less than
$2,000,000 per occurrence for all loss, damage, cost and expense, including attorney's fees, arising out of
bodily injury, liability and property damage liability during the golicy pexiad Such policy shall be
endorsed to name Company as an additional insured and shall include a severability of interests provision.
In addition, Licensee's policy shall be endorsed to rellect Contractual Liability Insurance specifically
relating to the indemnity provisions of this agreement. Any exclusion for construction or demolition
activities (including installing wells or bore holes, but not for work done by means of a hand augur)
conducted within 50 feet of railroad tracks shall be deleted from Licensee's policy.
(b) In the event Licensee cannot obtain contractual ]lability insurance to cover the obligations
assumed under this Pipeline'Agreement,-Llcensee or its contractor shall procure and famish to Company
a Radroad Protective Liability Insurance Policy having a combined single limit of $2,000,000 per
occurrence and $6,000,000 aggregate. Said policy shall name Company as the named insured.
- (c) Workers` Compensation Insurance in satisfaction of statutory requirements of the state where
the property covered by this agreement is located. Also, Employers' Liability Insurance having limits of
not less than $500,000 each accident, $500,000 per disease -policy limit, and $500,000 per disease -each
employee. ~ - ~ .
- {d) Automobile Liability Insurance having a combined single limit of not less than $500,000 per
occurrence, Said policy shall name Company as an additional insured and shall include a severability of
interests provision. -
(e) The insurance required herein shall be of such form-and content as may be acceptable to -
Company. Evidence of such insurance (a certificate of insurance for the general liability insurance policy
and the original policy of Railroad Protective Liability Insurance) must be furnished to Company at
Property Department; North Carolina Railroad Company, 2809 Highwoods Blvd, Suite 100, Raleigh, NC
27604-1000 (or such other current address provided to Licensee) and approved by Company prior to
Licensee's entry on the Premises. The insurance required herein shall not limit the liability assumed by
Licensee under this Agreement or consent -
5. The details of the Facilities to be installed and maintained shall be at the option
of Licensee, and subject to the approval of Company. Incase of failure of Licensee to do the work as
herein specified, Company reserves the right to remove the Facilities from Company's premises at the
expense of Licensee, and to terminate this Agreement upon ten (l0} days' written notice.
6. If Company shall make any change or, addition on its right of way at or neaz the
Facilities of Licensee affecting the character, height or alignment of any of Company's power lines,
communication, signal or other wires or electrical apparatus, or shall place structures or additional wires
or electrical apparatus upon its said right of way, or shall make on its said right of way any change to any
line, grade, -track, roadbed, installations, works or structures or in the use of any such ivae, grade, track,
roadbed, installations, works or structure, which would be affected by the Facilities of Licensee or by the
use thereof, Licensee shall within thirty (30) days of written notice from the Company to Licensee, at
2 a5a9a3B
20
xN-so
Licensee's sole cost and expense, make such changes in the location and character of the Facilities as, in
the opinion of Company, shall be necessary or appropriate on account of any such changes or additions.
7. Licensee will notify Company prior to the installation and placing in service of
cathodic protection in order that tests maybe conducted on Company's signal, communications and other
electronic systems for possible interference. If the Facilities cause degradation of the signal, -
communications or other electronic facilities of Company, Licensee, at its expense, will-relocate the
cathodic protection and/or modify the Facilities to the satisfaction of Company so as #o eliminate such
degradation. Such modifications may include, without limiting the generality of the foregoing, providing
additional shielding, reactances or other corrective measures deemed necessary by Company. This
provision applies to the existing signal, communications and electronic equipment of Company and to any
signal, communications or electronic equipment that Company may install in the future.
8. If Licensee fails to take any corrective measures requested by Company in a .
timely manner or if an emergency situation is presented which, in the Company's judgment, requires
immediate repairs to the facilities, Company, at Licensee's expense, may undertake such corrective
measures or repairs as it deems necessary or desirable and Licensee shall reimburse Company upon
receipt of an invoice.
9. Notwithstanding any other provision ofthis Agreement, it is understood, agreed
and covenanted that Licensee accepts this Agreement as a mere license and assumes all risk of damage to
its properly by reason of its occupation of the premises herein described caused by any defects therein or
business conducted thereon, whether caused by the negligence of Company, its officers, agents or
employees, or otherwise, and Licensee hereby indemnifies Company, its officers, agents, and employees,
from and against any such liability for said damage. The indemnity contained herein is intended #o
survive the tertninarion of this Agreement
10. Company shall furnish, at the cost of Licensee, labor and materials to support its
tracks and to protect its traffic during the installation, maintenance, repair, renewal or removal of the
Facilities.
11. It is further agreed between the parties that the premises shaIl be used by
Licensee only for the Facilities and for no other purpose without the written permission of the chief
engineering officer of Company.
12. Licensee shall give Company seventy-fiwo (72) hours' advance notice (or less in
case of emergencies) of any work to be performed on the premises of Company. Licensee agrees to pay
any costs incurred by Company for the purpose of protection and inspection considered necessary by
Company during installation, maintenance, operation, modification, replacement and/or removal of the
Facilities. Such costs shall be paid upon the Company's submission of an invoice to Licensee.
- i3. Licensee shall not assign this Agreement without the written consent of
Company which consent may be withheld in Company's sole discretion.
14. ~ The word "Company" as used herein shall include any other company whose
property at the aforesaid location may be leased or operated by Company. Said term also shall include
Company's officers, agents and employees, and any parent company, subsidiary or af6tliate of Company
and their officers, agents and employees.
- 15. This Agreement maybe temunated by either party upon sixty (60) days written
notice to the other party. During said sixty (60} day period, Licensee shall remove the Facilities from
Comp'any's premises and restore said premises to a condition satisfactory to Company's chief engineering
officer. If Licensee fails to remove the Facilities within the aforesaid sixty day period, Company may
elect: (a) to become the owner of the Facilities without any claim or consideration whatsoever therefor by
or to Licensee, its successors or assigns, or (b) to remove the Facilities and all property of Licensee from
- 3 050903B
21
. err-go
the premises of Company at the expense of Licensee. Licensee agrees to reimburse Company for any and
all costs of such removal upon receipt of an invoice. No termination of this Agreement shall affect any
liability incurred by either party hereto prior to the effective date of such termination.
16. This Agreement shall take effect as of the day of , 20
17. The terms set forth in the attached Exhibit B, consisting of two pages and titled
"Agreement and Consent of Norfolk Southern Railway Company," are incorporated into this Agreement
as if set forth verbatim herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate,
each part being an original, as of the day of , 20 .
COMPANY:
NORTH CAROLINA RAILROAD COMPANY
By:
LICENSEE:
CITY OF MEBANE
By:=
Title:
NSR:
NORFOLK SOUTHERN RAILWAY COMPANY
By:_
Title:
4 050903B
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050903B
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January 26, zao6
Milepost $-034 + 54U'
Ocange County, N. C.
24
EXHIEIT B
AGREEMENT AND CONSENT OF NORFOLK SOUTHERN
RAILWAY CONLPANY
z-ztv-8o
WHEREAS, Company, Licensee, and NSR desire to enter into the attached Agreement regarding
the property described therein (the "Premises").
NOW THEREFORE, inconsideration of the above recitals and the promises and agreements
contained herein, as well as for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, NSR, Company, and Licensee agree as follows: •
NSR gives its consent to the Agreement pursuant to the terms and conditions of this Consent. AIl
of the,terms of this Consent are hereby incorporated by reference into the Agreement. The term
"NSR" as used in this Agreement and Consent and as used in the Agreement shall include NSR's
officers, agents and employees, and any parent company, subsidiary or affiliate of NSR and their
officers, agents and employees.
2. The parties agree and understand that any right or claim of Company held in or by virtue of the
Agreement shall also inure to the benefit of, and be enforceable by NSR or by any successor or
assignee of Company or NSR, and NSR shall not be responsible for any obligations, duties or
indemnities of Company to Licensee under the Agreement. NSR reserves any pre--existing rights,
claims and defenses against Company and Licensee and said rights, claims and defenses shall not
be waived or limited in any way by the Agreement.
3. Licensee understands that NSR makes no warranties or representations regarding the condifion of
or title to the Prerizises. Licensee takes the Premises "AS IS" and expressly waives any and all
claims against NSR relating to or arising from the condition of or title to the Premises and the
property surrounding the Premises, including without limitation, any claims_and costs relating to
environmental contamination under any applicable laws (such as, without limitation, those which
might arise under CERCLA, RCRA, and the North Carolina Oil Pollution and Hazardous
Substances Act).
4. Without the written consent of NSR, (i) neither the Agreement nor this Consent maybe assigned
in whole or in part by Company or Licensee; (ii) Licensee shall not enter into any sublicense or
sublease of the Premises; and (iii) the Agreement shall not be amended by Company or Licensee.
No consent by NSR to any sublease, sublitcense, assignment, or amendment of the Agreement
shall be construed to be consent to any further sublease, sublicense, assignment, or amendment of
the Agreement_
5. In consideration of the rights granted by NSR to Licensee by this Consent, Licensee agrees to
indemnify and hold NSR harmless to the same extent as Company is indemnified and held
harmless pursuant to the Agreement. IA addition, without limiting the indemnities provided in the
Agreement, Licensee specifically shall indemnify and hold harmless NSR from and against any
and all attorney's fees, costs, expenses, liabilities, in}cries, claims (including third party claims
and any claims under any environmental laws and regulations such as CERCLA, RCRA, and the
North Carolina Oil Pollution and Hazardous Substances Control Act) and damages arising from
or related to (1) the Agreement; (2) any acts or omissions by Licensee at or near the Premises, (3)
Licensee's violations of environmental laws and regulations, and (4) environmental contamination
caused by Licensee. For purposes of this paragraph, the term Licensee shall mean its officers,
employees, agents, contractors, guests or invitees.
6. NSR must be given at Least thirty (30) days notice prior to the placement of any equipment,
structure, facility, fixture, or other improvement on the Premises other than those permitted by the
Agreement.
212446_w.mod 02042003 1
25
~-~o
Company and NSR agree that, by entering into this Consent, (i) NSR is not mailing any
admission regarding airy mutter between NSR and Company; (ii) Company is not making any
admission regarding any matter between NSR and Company; (iii} NSR is not waiving any claim
or defense against Company or any affiliate of Company; (iv} Company is not waiving any claim
or defense against NSR; (v) NSR does not waive or prejudice any position, claim or defense with
regard to any legal or administrative proceedings in which Company or its affiliates and NSR are
currenfly involved or may become involved, including but not limited to any claim or defense
with respect to any leasehold rights, environmental obligation or liability, possessory rights, or
holdover ornon-holdover status of Company; and (vi) Company does not waive or prejudice any
position, claim or defense with regard to any legal or administrative proceedings in which
Company or its affiliates and NSR are currently involved or maybe involved, including but not
limited. to any claim ar defense with respect to any leasehold rights, environmental obligation or
liability, possessory rights, or holdover ornon-holdover status of Company.
8. Licensee acknowledges that NSR has not made any inspection of the Premises and that the
Premises are located at or near active or inactive railroad facilities, structures; or related property.
9. No work of any character shall be started an the property until Certificates of Insurance,
specifying that the policies have been furnished and accepted by NSR as evidence that Licensee,
Contractor; and Subcontractor maintain the following insurance coverages:
(a} Comprehensive General Liability Insurance having a combined single limit of not less than
$2,000,000 per occurrence for all loss, damage, cost and expense, includmg attorney's fees,
wising out of bodily injury, liability and property damage liability during the policy period Such
policy shall be endorsed to name NSR as an additional insured and shall include a severability of
interests provision. In addition, Licensee's policy shall be endorsed to reflect Contractual
Liability Insurance specifically relating #o the indemnity provisions of this agreement. Any
exclusion for construction or demolition activities (including installing wells or bare holes, but
not for work done by means of a hand augur} conducted within SO feet of railroad tracks shall be
deleted from Licensee's policy.
(b) In the event Licensee cannot obtain contractual liability in~rance to cover the obligations
assumed under this Pipeline .Agreement, Licensee or its contractor shall procure and furnish to
NSR a Railroad Protective Liability Insurance Policy having a combined single limit of
$2,(}00,000 per occurrence and $6,000,000 aggregate. Said policy shall name NSR as the named
insured
(c) Workers' Compensation Insurance in satisfaction of statutory requirements of the state where
the property covered by this agreement is located_ Also, Employers' Liability Insurance having
limits of not less than $500,000 each accident, $500,000 per disease -policy limit, and $500,000
per disease -each employee.
(d) Automobile Liability Insurance having a combined single limit of not less than $500,000 per
occurrence. Said policy shall name NSR as an additional insured and shall include a severability
of interests provision.
(e} The insurance required herein shall be of such form and content as maybe acceptable to
NSR Evidence of such insurance {a certificate of insurance for the general liability insurance
policy and the original policy of Railroad Protective Liability Insurance} must be furnished to
NSR at NSR Risk Manager, Three Commercial Place, Norfolk, VA 23S IO (or such other currept
address provided to Licensee) and approved by NSR prior to Licensee's entry on the Premises.
The insuranee.required herein shall not limit the liability assumed by Licensee under this Consent
or the Agreement.
2i2446.w.mod 02042003