PIPELINE LONGITUDINAL OCCUPANCY AGREEMENT NO. CSX-048892
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CSXT Form 2537G - Page 1
Revised March, 2005 0
Agreement No. CSX-048892
PIPELINE LONGITUDINAL OCCUPANCY AGREEMENT
THIS AGREEMENT, Made and effective as of June 15,2005, 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 CLEARWATER, a
municipal corporation, political subdivision or state agency, under the laws of the State of
Florida, whose mailing address is 100 South Myrtle Avenue, Suite 200, Clearwater, Florida
33637, hereinafter called "Licensee," WITNESSETH:
WHEREAS, Licensee desires to construct, use and maintain a pipeline, solely for the
transmission of stormwater, hereinafter called "Pioeline." along the rail corridor, right of way and
property owned or controlled by Licensor at or near Belleair, County of Pinellas, State of Florida,
paralleling Railroad's trackage, beginning at Valuation Station 3134+ 18, Milepost ARE-883.20,
and extending to Valuation Station 3135+32, Milepost ARE-883.22, Clearwater Subdivision,
including necessary aerial or subterranean crossing(s), hereinafter called the "Occuoancy." as
shown on print of Licensee's Drawing MA048892, dated March 1, 2004, last revised
June 14,2005, attached hereto and made a part hereof; other details and data pertaining to said
Pipeline being as indicated on Licensee's Application Form, dated March 24,2005, 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 Subject to Article 17, 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 Occupancy for any and all purposes;
(B) All encumbrances, conditions, covenants and easements 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 grant to Licensee the nonexclusive license and permission to construct, maintain,
repair, renew, operate, use, alter or change said Pipeline in the Occupancy 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 Occupancy, and as shown on attached Application Form.
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CSXT Form 2537G - Page 2
Revised March, 2005 (21
Agreement No. CSX-048892
1.3 No additional pipeline or other facilities shall be placed, allowed or maintained by
Licensee in, upon or along the Occupancy 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 FIVE HUNDRED
AND 001100 U.S. DOLLARS ($500.00) upon execution of this Agreement. Licensee agrees that
the License Fee applies only to the original Licensee under this Agreement. In the event of a
successor (by merger, consolidation, reorganization and/or assignment) or if the original
Licensee changes its name, then Licensee shall be subject to payment of Licensor's current
administrative and document preparation fees for the cost incurred by Licensor in preparing and
maintaining this Agreement on a current basis.
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 Occupancy.
2.3 This Agreement shall terminate (1) June 14,2030, or (2) as herein provided, but
shall also terminate upon (a) Licensee's cessation of use of the Pipeline or Occupancy for the
purpose(s) above, (b) removal of the Pipeline (c) subsequent mutual consent, and/or (d) failure of
Licensee to complete installation within 5 (five) years from the effective date of this Agreement.
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.M.A. Specifications), Licensee's
particular industry, and/or any governmental or regulatory body having jurisdiction over the
Occupancy 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 the 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 so as to
eliminate or minimize any impact on or interference with the safe use and operation of Licensor's
property and appurtenances thereto.
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CSXT Form 25370 - Page 3
Revised March, 2005 0
Agreement No. CSX-048892
3.4 In the installation, maintenance, repair 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 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 injury, 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 Occupancy, 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 All work on the Occupancy shall be conducted in accordance with Licensor's safety
rules and regulations.
3.9 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 Occupancy 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 1926.65 I (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), any violations thereof, or for costs or expenses of compliance or remedy.
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CSXT Form 2537G - Page 4
Revised March, 2005 0
Agreement No. CSX-048892
5.
MARKING AND SUPPORT:
5.1 With respect to any subsurface installation or maintenance upon Licensor's
property, Licensee, at its sole cost and expense, shall:
(A) Support track(s) and roadbed 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
(C) Either remove any surplus earth or material from Licensor's property or
cause said surplus earth or material to be placed and distributed at location(s) and in such manner
as Licensor may approve.
5.2 After construction or maintenance of Pipeline, Licensee shall:
(A) Restore said track(s), roadbed and other disturbed property; and
(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 be solely responsible for any subsidence or failure oflateral or
subjacent support in the Occupancy area for a period of three (3) years after completion of
installation.
6. TRACK CHANGES:
6.1 In the event that rail operations and/or track maintenance result in changes in grade
or alignment of, additions to, or relocation oftrack(s) or other facilities, or in the event future use
of Licensor's right-of-way and property necessitate any change of location, height or depth of
Pipeline or Occupancy, Licensee, at its sole cost and expense and within thirty (30) days after
notice in writing from Licensor, shall make changes in Pipeline or Occupancy to accommodate
such 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
Occupancy in relation to the existing track(s) and facilities, and shall relocate Pipeline or change
Occupancy, 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.
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CSXT Form 2537G - Page 5
Revised March, 2005 IZ1
Agreement No. CSX-048892
7.2 If Licensee undertakes 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 pipe operating pressure, or change in materials transmitted in and through said pipe), or is
required by any public agency or court order to 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.
8. INTERFERENCE WITH RAIL FACILITIES:
8.1 Although the Pipeline/Occupancy 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 other facilities; or (b) interference in any manner with the operation, maintenance or use of the
right-of-way, track(s), structures, pole lines, 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 as may be required in the 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 Pipeline, 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 hold 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 subjected to, on account of death of or injury to any
person whomsoever (including officers, agents, employees or invitees of Licensor), 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, repair, maintenance, replacement, presence,
existence, 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
proven to have been caused solely by the willful misconduct or gross negligence of Licensor.
HOWEVER, to the fullest extent permitted by State law, during any period of actual
construction, repair, maintenance, replacement or removal of Pipeline, wherein agents,
equipment or personnel of Licensee are on the railroad right-of-way, Licensee's liability
hereunder shall be absolute, irrespective of any joint, sole or contributory fault or negligence of
Licensor.
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CSXT Form 25370 - Page 6
Revised March, 2005 '"
Agreement No. CSX-048892
9.2 Use of Licensor's right-of-way involves certain risks ofloss or damage as a result of
the 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 or service thereof, regardless of cause, including electrical field creation,
fire or derailment arising out of rail operations. For this Section, the term "Licensee's Property"
shall include pipe contents as well as property of third 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.
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 consequence of any sudden or nonsudden
pollution of air, water, land and/or ground water on or off the Occupancy area, arising from or in
connection with the use of this Occupancy 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 the tracks arising from such leakage.
9.5 Obligations of Licensee hereunder to defend, indemnify and hold Licensor
harmless shall also extend to companies and other legal entities that control, are controlled by,
subsidiaries of, or are affiliated with Licensor, as well as any railroad that operates over the right-
of-way on which the Crossing is located, 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.
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CSXT Form 2537G"7 Page 7
Revised March, 2005 (i'j
Agreement No. CSX-048892
10.
INSURANCE:
10.1 Prior to commencement of surveys, construction or occupation of Occupancy
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 Licensor, and/or its designee, as additional insured and covering liability
..
assumed by Licensee under this Agreement. A coverage limit of not less than THREE MILLION
AND 00/100 U.S. DOLLARS ($3,000,000.00) Combined Single Limit per occurrence for bodily
injury liability and property damage liability is currently required as a prudent minimum to protect
Licensee's assumed obligations. The evidence of insurance coverage shall be endorsed to provide
for thirty (30) days' notice to Licensor, or its designee, prior to cancellation or modification of any
policy. Mail CGL certificate, along with agreement, to CSX Transportation, Inc., Speed Code 1180,
500 Water Street, Jacksonville, FL 32202. On each successive year, send certificate to Speed Code
C907 at the address listed above.
10.2 If said CGL policy does not automatically cover Licensee's contractual liability
during periods of survey, construction, maintenance and 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 ofa "per occurrence" basis, Licensee shall arrange for adequate
time for reporting losses. Failure to 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.
lOA Securing such insurance shall not limit Licensee's liability under this Agreement,
but shall be additional security therefor.
10.5 Specifically to cover construction and/or demolition activities 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 first procure, at Licensor's current rate at time of
request, Railroad Protective Liability (RPL) insurance from Licensor to cover the cost of adding
this Crossing, or additional construction and/or demolition activities, to Licensor's Railroad
Protective Liability (RPL) Policy for the period of actual construction. This coverage is offered
at Railroad's discretion and may not be available under all circumstances.
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 the track(s), except at public road crossing(s),
without separate prior written approval of Licensor (CSXT Form 7422).
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CSXT Form 25370 - Page 8
Revised March, 2005 13
Agreement No. CSX-048892
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 Occupancy for protection of operations of Licensor or
others on Licensor's right-of-way, and to keep persons, equipment and materials away from the
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's expense for wages ("force account" charges) 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. Licensor may, at
its discretion, request an advance deposit for estimated Licensor costs and expenses.
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). Licensor may, at its
discretion, require advance deposits for estimated costs of such expenses and costs.
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 shall fail or refuse 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 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 Any 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.
CSXT Form 2537G - Page 9
Revised March, 2005 "
Agreement No. CSX-048892
14. TERMINATION, REMOVAL:
14.1 All rights which Licensee may have hereunder shall cease upon (a) termination,
(b) revocation, (c) subsequent agreement, or (d) Licensee's removal of Pipeline from the
Occupancy. However, neither the termination nor revocation 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 (Jacksonville Division, 6735
Southpoint Drive, J-390, Building II, Jacksonville, FL 32216) at least thirty (30) days written notice
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. The rail operations emergency phone number for Licensor
is: 1-800-232-0144. The emergency phone number for Licensee is:
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15.2 All other notices and communications concerning this Agreement shall be
addressed to Licensee at the address shown on Page 1, and to Licensor at the address shown on
Page 1, c/o CSXT Contract Administration 1180; or at such other address as either party may
designate in writing to the other.
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 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.
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CSXT Form 25370 - Page 10
Revised March, 20050
Agreement No. CSX-048892
16.4 Licensor expressly reserves the right to assign this Agreement, in whole or in part,
to any grantee, lessee, or vendee of Licensor's underlying property interests in the Occupancy,
upon notice thereof to Licensee.
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 written consent.
17. TITLE:
17.1 Licensee understands that Licensor occupies, uses and possesses lands, rights-of-
way and rail corridors under all forms and qualities of ownership rights or facts, from full fee
simple absolute to bare occupation. Accordingly, nothing in this Agreement shall act as or be
deemed to act as any warranty, guaranty or representation of the quality of Licensor's title for any
particular Right-of-Way in Crossing(s) occupied, used or enjoyed in any manner by Licensee
under any rights created in this Agreement. It is expressly understood that Licensor does not
warrant title to any Right-of-Way in the Occupancy, and Licensee will accept the grants and
privileges contained herein, subject to all lawful outstanding existing liens, mortgages and superior
rights in and to the Right-of-Way, and all leases, licenses and easements or other interests
previously granted to others herein.
17.2 The term "license," as used herein, shall mean with regard to any portion of the
Right-of-Way which is owned by Licensor in fee simple absolute, or where the applicable law of
the State where the Occupancy is located otherwise permits Licensor to make such grants to
Licensee, a "permission to use" the Right-of-Way, with dominion and control over such portion
of the Right-of-Way remaining with Licensor, and no interest in or exclusive right to possess
being otherwise granted to Licensee. With regard to any other portion of Right-of-Way
occupied, used or controlled by Licensor under any other facts or rights, Licensor merely waives
its exclusive rightto occupy the Right-of-Way and grants no other rights whatsoever under this
Agreement, such waiver continuing only so long as Licensor continues its own occupation, use
or control. Licensor does not warrant or guarantee that the license granted hereunder provides
Licensee with all of the rights necessary to occupy any portion of the Right-of-Way. Licensee
further acknowledges that it does not have the right to occupy any portion of the Right-of-Way
held by Licensor in less than fee simple absolute without also receiving the consent of the
owner(s) of the fee simple absolute estate. Further, Licensee shall not obtain, exercise or claim
any interest in the Right-of-Way that would impair Licensor's existing rights therein.
17.3 Licensee agrees it shall not have nor shall it make, and hereby completely and
absolutely waives its right to, any claim against Licensor for damages on account of any
deficiencies in title to the Right-of-Way in the event of failure or insufficiency of Licensor's title to
any portion thereof arising from Licensee's use or occupancy thereof.
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CSXT Form 2537G - Page 11
Revised March, 2005 f2J
Agreement No. CSX-048892
17.4 Licensee agrees to fully and completely indemnify and defend all claims or
litigation for slander of title, overburden of easement, or similar claims arising out of or based upon
Licensee's facilities placement, or the presence of Licensee's facilities in, on, or along Occupancy,
including claims for punitive or special damages.
17.5 Licensee shall not at any time own or claim any right, title or interest in or to
Licensor's property occupied by the Occupancy, nor shall the exercise of this Agreement for any
length of time give rise to any right, title or interest in License 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 provision 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 Except as otherwise provided herein, or in any Rider attached hereto, 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.
18.4 This Agreement is executed under current interpretation of applicable federal, state,
county, municipal or other local statute, ordinance or law. 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 Occupancy are located.
18.6 If any amount due pursuant to the terms of this Agreement is not paid by the due
date, it will be subject to Licensor's standard late charge and will also accrue interest at eighteen
percent (18%) per annum, unless limited by local law, and then at the highest rate so permitted.
18.7 Licensee agrees to reimburse Licensor for all reasonable costs (including attorney's
fees) incurred by Licensor for collecting any amount due under the Agreement.
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CSXT Form 25370 - Page 12
Revised March, 2005 (21
Agreement No. CSX-048892
18.8 The provisions of this License are considered confidential and may not be disclosed
to a third party without the consent of the other party(s), except: (a) as required by statute, regulation
or court order, (b) to a parent, affiliate or subsidiary company, (c) to an auditing firm or legal
counsel that are agreeable to the confidentiality provisions, or (d) to Lessees of Licensor's land
and/or track who are affected by the terms and conditions of this Agreement and will maintain the
confidentiality of this Agreement.
18.9 Licensor shall refund to Licensee any overpayments collected, plus any taxes paid in
advance; PROVIDED. however, such refund shall not be made when the cumulative total involved
is less than One Hundred Dollars ($100.00).
19. RIDERS:
The following Rider(s) is/are herewith attached and included herein:
[ X ] Telecommunication Cable or Fiber Optic line
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CSXT Form 2537G - Page 13
Revised March, 2005 0
Agreement No. CSX-048892
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
(each of which shall constitute an original) as of the effective date of this Agreement.
Witness ~or:~
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Witness for Licensee:
Countersigned:
4~ / L7#~
Rd'nk V. Hibbard /
Mayor
Approved as to form:
Leslie K. Dougall-
Assistant City Att
CSX TRANSPORTATION, INC.
d~~
By:
Judith A Vaughn
Director
PrintfType Title: Corridor & Contract Mmini.tradon
CIT~TER
By: ., B~:Jr
Who, by the execution hereof, affirms that he/she
has the authority to do so and to bind the Licensee
to the terms and conditions of this Agreement.
Print/Type Name: William B. Horne II
PrintfType Title: City Manager
Tax ID No. 62-02-134859-54C
Authority under Ordinance or
Resolution No. 05-34
dated
ATTEST:
"
COMMUNICATIONS CABLE OR FIBER OPTIC LINE PROTECTION RIDER
1. No construction of any type pursuant or related in any way to this Agreement shall
be commenced by Licensee, or by any agent, representative, contractor, subcontractor of Licensee,
without Licensee first giving at least thirty (30) days written notice to the following Parallel Cable
Occupier( s):
("MCI")
A TIN: Investigations
Mr. Dean Boyers
WorldcomlMCI Telecommunications Corporation
2400 North Glenville Drive
BUchardson, 1J( 75082-4354
Phone No. (800) 624-9675
or (972) 729-6016
(NOTE: WRITTEN NOTICE TO MeI IS ALSO REQUIRED)
2. The notice shall be accompanied by drawing(s) showing the general plan, elevation,
details and methods of Licensee's proposed construction, and the location ofOccupier(s)' cable or
facilities in relation to Licensee's proposed construction.
3. Prior to any construction, Licensee must locate and identify, any existing cable,
wire or fiber optic line (including any appurtenances thereto) of said cable occupier( s) traversing or
located in, on, or immediately adjacent to the proposed Crossing, at Licensee's sole risk.
4. Any changes, alteration, relocation or protection ofwire(s), cable(s) or facilities of
such Occupier(s), required by said Occupier(s), shall be at Licensee's sole expense except as
otherwise negotiated between Licensee and said Occupier(s).
5. Licensee shall be solely responsible and liable for any damage to (e.g., cutting,
dislocating, etc.) said wire(s) or cable(s), and appurtenances thereto, resulting in any way from
Licensee's exercise of rights or privileges under this Agreement.
6. Licensee shall defend, indemnify and hold Licensor harmless from any such
damage claims and any relocation or protection costs of said Occupier(s).
CSX TRANSPORTATION, INC.
Licensor: 2L t!stk-
( 'al) (Date)
CITY OF CLEARWATER
Licensee: ~
(Initial)
~
C
(0 t .
, .
FORM CSXT 7455 - Rev. 1/01/05 (page 1 of2)
.......
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APPLICATION FOR PIPELINE CROSSING OR PARALLELING
PROPERTIES AND TRACK
Submit one original and one copy of both the application and drawing along with a 5750.00
nonrefundable Application Fee to CSX Transportation, Property Services 1180, 500 Water
Street, Jacksonville, FL 32202.
Application and plans must be approved and written authority received from the Railroad before
construction is begun. Your proposal and construction must be in accordance with CSXT's
Specifications and any current governing laws or regulations. Note: Specifications furnished in
the Application Package are to be used as a guideline only. CSXT reserves the right to approve
or decline any application.
PLEASE SIGN BEFORE COMPLETING: Agreement No.:
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I affirm the information 1 am furnishing in this application will comply with the current CSX Standards, governing
laws or regulations, ~,41be JHeposed CODSIruc1ioo plans: .
Signature: ... ~ Application Date: "'3,.. ~ ~-OJ""
!Project Owner Information:1 0 Check here if agreement should be mailed to this address
1. Complete Leila! Name of aDDlicant as it would aDDear' in a le2al document (inaccurate information will delav
your reouest):
City of Oearwater
Company Contact Name: Michael Quillen. P.E.
Title: City Engineer
Telephone: t:IZ1J 562-4743 Fax: (727)562-4755 E-Mail: mquillen@c1earwater-fl.com
Company Emergency Contact Number (in case of demilment, pipe failure, etc.):
Street Address: 100 S. Myrtle Avenue #200 City: Oearwater State: FL Zip: 33637
Type of business:
o Corporation (State of incorporation )
o Partnership (Type and State of Partnership )
o Individual 0 Developer JI Municipality 0 Other
2.
3.
4.
5.
. eer/Consultant Information:
o Check here if agreement should be mailed to this address
6.
7.
8.
9.
Title: Project Manager
E-Mail: pafariA@AyresAssociates.com
Tam a State: FL Zip: 33637
!Project Information:1 (Note: Metric InforllUltiolJ willlYJ1I be accepted.)
10. Is this installation: 0 New 0 Revision to existing 0 Attachment to existing J[ Upgrade to existing
11. If not a new installation, furnish existing Agreement Number: Nt A
12. If this installation is to be a supplement to your master (general) agreement, fmnish:
Agreement Number: Date:
13. Your Reference Number: 03-0030-EN
14. Work to be performed by:
o Applicant's employees Is Applicant an Aegis member? 0 Yes 0 No
:m: Contractor Contractor Name: TBD
15. Town Location: Clearwater County: PineUas StatelProvince: FL
(Form continued on Page 2)
,-
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\Project Information Cont'd:1 (S '{- (JLf~ 1-
16. Product to be Conveyed: 8tormwater Flammable: 0 Y es ~ No
Temperature: Ambient
17. Maximum Working Pressure: NI A Field Test Pressure: Type Test:
18. Location of Shut-OffValves: NI A
19. Number: 0 Manholes_ II Other (describe) (l) 3' x 5' RCBC
to be located within Railroad corridor. Manholes shaD be Oush with top of ground and dimensions
of ancillary structures are required on drawing.
20. Distance from manholes/other to nearest track: - 60 ft
21. Angle of Crossing: Number of Tracks to be crossed!
22. PIPE SPECD'ICATIONS: CARRIER PIPE: CASING PIPE:
Material Reinforced Concrete
Material Specifications & Grade
Minimum Yield Strength of Material PSI 3000 PSI
Inside Diameter 3' x 5'
Wall Thickness 8"
Outside Diameter 4' - 4" x 6' - 4"
Type of Seam
Kind of Joints Tongue & Groove
Total Length Within Railroad R/W 52LF
Tunneling (Liner Plates) Nol6: Attach manufacturer's shoo detail and comDutations that
include DlBte thldmess and flaile.
Vents: Number Size Height above ground
Seals: 0 One End 0 Both Ends
Bury depth: Base of rail to top of casing: feet inches
Not beneath tracks: 1 feet 0 inches
(Below ditches) 0 feet, 0 inches
Cathodic Protection: 0 Yes MNo Protective Coating: 0 Yes (Kind) JI No
23. Method of installation: Open trench (Note: Directional boring is prohibited. See specs)
24. Location of boring pits from adjacent track @ 900: Launching Pit: ft., Receiving Pit: ft.
25. Temporary track support or Dp.lapping required? 0 Yes 11 No (Describe and Detail on Drawing)
26. Wires, poles, obstructions to be relocated? 0 Yes II No (Describe and Detail on Drawing)
27. Is this both a Crossing and Parallelism? 0 Yes .No .
28. Crossing location: feet (direction) from Railroad Milepost:
Ifknown: Valuation Station: Valuation Map Number:
Ifknown: LatitudelLongitude:
Ifknown: Street Address ofCrossingIParallelism: Howard 81. & Mvrtle Ave. Intersection
29. Parallelism location: Beginning: 1052 feet 8 (direction) from RR Milepost: 883
and Ending: 1166 feet 8 (direction) from RR Milepost: 883
30. Total length on Railroad RIW: 52LF Length Crossing: Length Paralleling: 52 LF
31. Will line be entirely within a public road R/W? 11 Yes o No DOT/AAR Crossing No.: 626 649L
.. If you answered yes, road name, number, and width of public right-of-way are required on drawing
32. a) Will this occupancy connect to an existing facility within Railroad corridor? Yes o No
b) IfYes~ name facility owner(s):Citv of Clearwater
FORM CSXT 7455 - Rev. 1/01/05 (page 2 of2)
'Iroad Use Onl .
Division '"S Ac U.S ON" '& J-t-l: Subdivision C L fA-R...VA ~ Gtl No. of Crossings: cj
Absolute No.: VD~;s:.s==J= V 0 l.tt7 Valuation SectionlMap No.:
Valuation Station: ~ 11 3"" of- ,8' 7D 3 J 3S'" -+ ':J ~
Milepost: kp"" #~- e>k3.2D 70 ItR'~ ~~1..l."1.
RoadmasterNo.: P7"
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To Obtain Outside Party Number Submit Completed Form by FAX to: (904) 359-7665
Orb mail to: Pro e Services-Fla in Pro'ect,500WaterSt,1180,Jacksonville,FL32202
**OUTSIDE PARTY (OP) NUMBER:
"To Be Completed by CSXT
CSXT Agreement Number: CSX-048892
Licensee Name: CITY OF CLEARWATER
Licensee's Ref. Number: 03-0030-EN
City: Belleair County: Pinellas
Railroad Milepost: ARE-883.20 Division: Jacksonville
Pro'ect Descri tion: Installation ofstormwater i eline.
*****All information must be TYPED or CLEARLY PRINTED.*****
DATEOFRE UEST: RE UESTEDSTARTDATE:
BilIin Information: Please rovide the Current Billin In ormation
Contact Name:
Company Name:
Address:
City:
Fax:
Pro' ect Contact Information:
Contact Name:
Company Name:
Address:
City:
Fax: Email Address:
Outside Par Number Should be Provided via: (Check One) 0 Phone [J Fax 0 Email
1. An Outside Party (OP) Number will be assigned by CSXT and provided to the Project Contact listed on the form.
2. FAX the completed Flagging Form including the OP Number to the CSXT Roadmaster at the fax number provided.
NOTE: Roadmaster will not accept Flagging Form without an OP Number.
3. Arrange necessary signal locates by contacting the local CSXT Manager Signals at the numbers provided.
4. Ifno response is received after one week offaxing notification to the CSXT Roadmaster, follow up by calling the
Roadmaster's office at the number provided (ideallv between the hours of 6:30 AM and 8:30 AM).
----An uestions about the form should be directed to 904-359-3404. -----
CSXT Contact Information: To be Com leted b CSXT
ROADMASTER: FAX: (813) 664-6388 Phone: (813) 664-6257
SIGNAL MGR: FAX: Phone:
FOR RAILROAD USE ONLY - TO BE COMPLETED BY SIGNAL DEPT: FAX TO (904) 359-7665
Signal Locate Required (circle one): Y or N Signal Locate Complete (circle one): Y or N
Employee Name: Vehicle: Y or N Vehicle ID #:
CSX ID Number: Date(s) of Work: Expense Acct:
FOR RAILROAD USE ONL Y - TO BE COMPLETED BY FLAGMAN: FAX TO 904 359-7665
Employee Name: CSX ID Number:
Date Work Performed: On Duty Time: Off Duty Time:
Is Project Complete? Y or N If YES indicate date Completed:
Expense Account: Y or N Vehicle: Y or N
Dated: June 15,2005
Subdivision:
State:
Clearwater
Florida
Telephone:
State:
Email Address:
Zip:
State:
Zip:
Y or N
Vehicle ID #:
Contractor's Signature
Printed Name/Title:
Printed Name/Title: