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R-81-402 - 8/13/1981RESOLUTIO WHEREAS, the City of Round Rock desires to construct a thirty (30) inch pipeline for the transportation of surface water from Lake Georgetown, and WHEREAS, the water line will cross under the tracks of the Georgetown Railroad at four separate locations, and WHEREAS, the City Council wishes to enter into four Pipeline License Agreements whereby the Georgetown Railroad grants to the City a license to construct and maintain the water line under its tracks, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS That the Mayor is hereby authorized and directed to execute on behalf of the City four Pipeline License Agree- ments, copies of which are attached hereto and incorporated herein for all purposes. ATTEST: TN RESOLVED this �3 2 day . gust, 1 81 Y L. '7, ' Ma or y of Round Rock, Texas J�(NNE LAND, Ci y Secretary NO. MY Ya- FURM laird PIPE LINE LICENSE TI(IS INSTRUMENT, executed in duplicate, i4,S z4 t4 aP . / , l9 84. Wi(neaneth: The undersigned Carrier hereby grans, hilt on solely the herein expressed tenna and conditions, and the undersigned Licensee (City of Round Rock (municipaliUA(beaddreaaedat 214 E. Main, Round Rock, Texas 78664 Idiow whether tars Indivi, ,v,- Warman, or corporadon and slue wherein incorporated) , hereby accepts, permission to install, keep, maintain, repair, renew and use for conveying water the Licensees own 1 certain proposed continuous line of (number) woos. 0004.1100 ductile iron pipe 16' in diameter, and appurtenances, including CaSirig and ductile iron carrier pipe . herein called l'ipe I.ine, on the Carrier's property, herein called Premise.. l'ipe Line will be used t0 transmit potable water across Georgetown Railroad right -of -way Pipe Line shall intersect Carrier's existing track , in 2197 LF f North of Mile Post 2.53 ;axfx(•xdstx , Wade or right al way) X XRX , Williamson County . Texas ,atornear Round Rock, TX (tauMY no ovhh) (sou) team) Approximate location of Pipe Line is indicated by solid line on Exhibit A attached hereto as part hereof. 1. Licensee shall at all times keep Pipe Line in good state of repair, All work by Licensee hereunder shall be performed in a safe and workmanlike manner. Licensee shall furnish or do at Licensee's own coat and responsibility any and all things and when and as front time to time required to accomplish whatsoever the Licensee attempts or is bound to do at any time hereunder. Licensee shall adjust Pipe Line to any physical change as made al any time in any of Carrier's property: at all times keeping upper surface of Pipe Line at least four and one -had( fort below lot tom of rail thereover. Licensee shall cause Pipe Line, before being used for anything inllan to conform substantially to Exhibit Ii at nchel hereto as part hereof. Said things, including the time and manner of doing any work, each shall Conform to the requirements of Carrier as well as of any State, Federal or Municipal authority. Carrier may acting for Licensee furnish or do, and Licensee shall pay and bear the cost of, anything which, herein required of Licensee at any time, either shall not Is: furnished or done within ten days following Carrier's written request therefor or shall be undertaken by Carrier at Licensee's request: and 1-iren::ce on re qui.: t shall in advance deposit with Carrier the estimated cost thereof- I1 deposit be less than actual cost, Licensee shall pay the difference: if more, Currier shall repay difference. Licensee when returning this license (signed) shall pay to Carrier fifty dollars for preparing it. Any other payment shall be made within twenty days following receipt of bill. Licensee shall pay cost to Carrier for all tutor, including wages of foremen, plus 10% to cover supervision and accounting, plus vacation allowances, paid holidays and health and welfare benefit pavnenls applicable to said labor, Carrier's cost price of all materials (. o. b. Carrier's rails: plus 10% to cover handling and accounting, plus freight at tariff to point of use. and excise taxes applicable to said labor and materials. Carrier may connect with and dis- charge sewage into Pipe Line while serving as sewer. All fees paid to Georgetown Railroad necessary for the processing of this pipeline license agreement have been waived in exchange for a five (5) foot strip of land adjacent to existing right -of -way through the subdivision called the Woods. 2. Licensee agrees to 4a) indemnify and save harmless the Carrier from and against all claims, suits, damages, costs (including attorneys' fees), (mac. and expenses, in any manner remitting from or arising out of or in connection with the laying, maintenance, renewal, repair, use, existence or removal of Pipe Line, including the breaking of the same or any leakage therefrom, and (b) assume all risk of loss or damage to Pipe Line and the contents thereof regardless of how caused. 3. Tenn hereof shall begin with ti 30 , 19 and continue thereafter until concluded (1st) by expiration of thirty days following serving, by Licensee on Carrier, or vice versa, of written notice of Intention to end term hereof or (2nd), at Carrier's election without further notice by expiration of six months without the Pipe Line having been installed or by Licensee failing (a -l) to cure any default or (a -2) to show statutory right to install Pipe Line within thirty days following Carrier's written request therefor. Any notice of Carrier shall be deemed served when posted conspicuously on Pipe Line or when deposited postage prepaid in U. S. mail addressed as aforesaid- Not later than last day of term hereof Licensee shall remove Pipe Line and restore Premises. Any of Pipe Line not so removed shall at Carrier's election without notice be deemed abandoned. Covenants herein shall inure to or bind each party's heirs, legal representatives, successors and assigns: provided: no right of Licensee shall be trans- ferred or assigned. either vo)untardy, or involuntarily, except by express agreement acceptable to Carrier. Carrier or Licensee may waive any default at any time of the other without affecting, or impairing any right arising from, any subsequent default. Wtrnaasas: A sr: ����d (A FI 61SAL) Esc•naar WITNESSES: GEORGETOWN RAILROAD COMPANY llyC f . .... - . gc-Ae A s Carrier. ant Ysrty Mato. CITY OF ROUND ROCK • SKETCH TO ACCOMPANY LICENSE AGREEMENT LEROY LANGE LEON E. BEHRENS V.443 P.563 - 5.0' 0 i • I EXISTINS MATERLINE �--►y' � IC, ESMT. — I i 23 11 .4 .-BREAK SCALE [ OF TRACKS r J m ti LEROY LANGE V.515 P.197 AUSTIN INDUSTRIES 42.36 AC. tN Z ci w � UQ Q U ww N co at 16" GATE VALVE\ THRUST BLOCK • re INVERT ELEV.753.75 7 ' 6 " 50' R.O.W. �CLC V. ( TYP) TOP OF RAIL 760.62 IP" RuCT F _1809 —PPE (MCCII'MICA 25' 50 LF OF 30 .STEEL CASE PIPE aA I % SLOPE NOTES I. CASING PIPE WILL BE INSTALLED THROUGH BORING AND JACKING. 2.N0 PROTECTIVE COATING FOR CASING PIPE 19 REQUIRED. 3. CARRIER PIPE •SHALL BE MADE OF 16" DUCTILE IRON PIPE CL 150 OUTSIDE DIAMETER AT JOINT SHALL NOT EXCEED 22.50" 4. CASING PIPE SHALL MADE OF STEEL, WNOSE MINIMUM THICKNESS SHALL NOT BE LESS THAN 0 -469" MINIMUM YIELD STRENGTH SHALL NOT BE LESS THAN 35000 181. 5. ALL PIPE JOINTS FOR CARRIER PIPE WITHIN RAILROAD R.O.W. WILL BE MECHANICAL . ALL JOINTS FOR CASING WILL BE WELDED. 6. GROUND PROFILE REFLECTS ACTUAL CONDITIONS. 7. THIS DRAWING IS INTENDED TO SHOW THE CONCEPT OF THE INSTALLATION, AND IS NOT MEANT TO BE A CONSTRUCTION DRAWING. SCALE HORIZONTAL I: 6 - 0 VERTICAL I =6' -0' • 1 6" GATE VALVE INVERT ELEV 754.25 NOTE 16" DUCTILE IRON PIPE WITH MECHANICAL JOINTS. THRUST BLOCK 3' 7 (TYP BAKER - AICKLEN & ASSOCIATES, INC. Consulting Engineers PIPELINE LICENSE AGREEMENT This Pipeline License Agreement (the "License ") is made and entered into effective the date last executed hereinbelow, by and between Georgetown Railroad Company, a Texas corporation, ( "GRR "), as licensor, and the City of Round Rock, Texas ( "Round Rock "), as licensee. WITNESSETH: WHEREAS, the City of Round Rock desires to construct a sixteen (16) inch pipeline, with a thirty (30) inch incasement, for the transportation of water (the "Pipeline "), which Pipeline will cross under the tracks of GRR; and WHEREAS, GRR wishes to grant to the City of Round Rock a license to construct and maintain the Pipeline: NOW, THEREFORE, the parties hereby agree as follows: Article I License Granted; Term; Consideration; For and in consideration of the mutual covenants and contracts herein contained, GRR hereby grants to Round Rock a license to construct and maintain the Pipeline to cross under GRR's main line track and side track, 1,836 feet north of Mile Post No. 5, Williamson County, Texas and further described in Exhibit "A" attached hereto and incorporated herein for all pertinent purposes, on the terms and conditions described hereinbelow. This License shall be effective from and after the date fully executed, and shall terminate at such time as the Pipeline is no longer used by the City of Round Rock for the use provided hereinabove. In consideration of the granting of this License by GRR, Round Rock agrees to pay to GRR, immediately upon execution hereof, the sum of fifty dollars, ($50.00) plus legal fees incurred by GRR in drafting this license. Article II Pipeline Location The Pipeline shall be located as described in Article 1 hereof. The Pipeline, when installed by Licensee, shall be installed so that the upper surface of the pipe is at least four and one -half (4 1/2) feet below the bottom of the rail thereover, or at such lower depth which may be necessary to provide adequate support for the rail. Installation shall be made in conformity with the engineering profile contained in Exhibit "A" hereto. -2- Article III Responsibilities of Round Rock 3.1. Installation and Maintenance; Removal of Pipe Round Rock shall install or cause to be installed the Pipeline at the location provided in Article I hereinabove. The Pipeline shall be installed safely and in a good workman- like manner, and during the construction, Round Rock or its contractor involved in the construction shall secure a policy of Owner's and Contractor's Protective Liability Insurance with limits of liability of at least $1,000,000.00, naming GRR as the named insured and loss payee. Round Rock agrees to provide satisfactory evidence of such insurance coverage prior to beginning construction of the Pipeline. During the term of the License, Round Rock agrees that it will properly maintain the Pipeline and will take any and all actions and • expend any and all funds which may be required to maintain the Pipeline. Round Rock further agrees that the construction, maintenance, and operation of the Pipeline will comply with all applicable State, Federal and local laws, rules or regula- tions, and upon any notification by any person that the Pipeline is not in compliance with such laws, rules and regulations, Round Rock agrees to take prompt action to bring the Pipeline into such compliance. In the event that Round Rock fails to properly maintain the Pipeline or to take any action required -3- to bring the Pipeline into conformance with all applicable laws, rules or regulations, the GRR, after 10 days notice to Round Rock, may take any such action as may be reasonably . necessary to render the Pipeline safe for railroad operations or in compliance with applicable laws, rules and regulations, and Round Rock agrees that in the event GRR takes such action, Round Rock shall, with twenty (20) days, reimburse GRR for the actual cost of labor performed by or on behalf of GRR, including wages of foremen, plus 10% to cover supervision and accounting, plus vacation allowances, paid holidays and health and welfare benefit payments applicable to such labor, GRR's cost price of all materials f.o.b. GRR's rails plus 10% to cover handling and accounting, plus freight at tariff to point of use, and excise taxes applicable to said labor and materials., Upon termination of this License, Round Rock shall take prompt action to remove the pipe and all associated materials and re- , pair any damage to GRR's property which may be caused by such removal. Such removal shall be undertaken by Round Rock with- out any demand from GRR, but shall in any event commence within thirty (30) days after termination of this License and written demand for removal being made by GRR. 3.2. Indemnification and Hold Harmless During the term of this License, Round Rock agrees to -4- indemnify GRR and hold it harmless from any suits, claims, costs, loss or damage which may accrue to GRR, Round Rock or, third parties, from the operation of the Pipeline arising out of, or occasioned by, the negligent acts of Round Rock or its employees or agents. The loss or damage for which Round Rock shall indemnify GRR and hold it harmless shall specifically include, but not be limited to, the following: (a) damage to or destruction of railroad track and track bed, railroad cars and engines, or to the Pipeline; (b) personal injury to or damage to property, owned, leased or operated by (i) GRR employees or agents, (ii) Round Rock employees, agents or contractors, or (iii) any third parties; and (c) economic loss to any party caused by damage to or destruction of the Pipeline or the inter- ruption of Pipeline service, caused by negligence of Round Rock, its employees or agents. Such indemnification shall include all actual monetary cost to GRR, including expenses and attorney's fees. Article IV Representations and Warranties of Round Rock Round Rock hereby represents and warrants to GRR that the construction, operation and maintenance of the Pipeline have been property approved by the City of Round Rock, and that - 5 - Round Rock has been authorized by resolution, or if required by its Charter, by ordinance, to enter into this Pipeline License Agreement, that the resolution or ordinance has not been repealed and is in effect at the date of execution hereof, and that this License Agreement is enforceable against Round Rock in accordance with its terms. Round Rock further warrants and represents that the city officer executing this License has been duly authorized to execute the same on behalf of, and as the act and deed of, the City of Round Rock., Article V Assignment The License hereby granted by GRR to Round Rock is personal to the grantee hereof, and Round Rock shall have no right to assign this License without the express prior written consent of GRR. GRR's rights hereunder shall be frreely assignable. -6- Any notice required or permitted hereunder shall be per- sonally delivered or sent by registered or certified mail, re- turn receipt requested to the addressee at the address listed below, and such notice shall be effective on the date of de- livery, or date of mailing. Round Rock Georgetown Railroad Company EXECUTED on the date indicated below: (City Seall. ATTEST: (Date) (Seal) Article VI. Notice City of Rou BY: -7- (Title Georgetown Railroad Co. BY: (Title) City of Round Rock 44 E. Main Street Round Rock, Texas 78664 Georgetown Railroad Company P.O. Box 559 Georgetown, Texas 78626 • c v 1836' 70 MILE POST NO. 5 EX. 18"GS.C. (P -301) -0 N � BOX 6 COVER W/ G� 9 n P / -O 0 4 0, T 1 J 30"D.I 1 Oin ii -- *6•• F s- • FA I � EX. ESMT // O' o 16 RED. O0- 10111 0 * & \AULT 2 m SEE SHT. 7 OF .8 P 2 \J6 a 10 RED. NO � Fy v� ?� GEORGETOWN RA 1 I I G1 Z 3'-o" r98 9O ` : 50:2 F ;7q6.�4 4:TgAC tqz-5 -t Ate• 5 777.06...'_ g -777.57 .......... t H I t3 tTLi . ' J PIPELINE LICENSE AGREEMENT This Pipeline License Agreement (the 'License ") is made and entered into effective the date last executed herein be- low, by and between Georgetown Railroad Company, a Texas cor- poration ( "GRR "), as licensor, and the City of Round Rock, Texas ( "Round Rock "), as licensee. W I T N E S S E T H: WHEREAS, the City of Round Rock desires to construct a thirty (30) inch pipeline, with a forty -eight (48) inch incase- ment, for the transportation of water (the "Pipeline "), which Pipeline will cross under the tracks of GRR; and WHEREAS, GRR wishes to grant to the City of Round Rock a license to construct and maintain the Pipeline; NOW, THEREFORE, the parties hereby agree as follows: Article I License Granted; Term; Consideration For and in consideration of the mutual covenants and contracts herein contained, GRR hereby grants to Round Rock a license to construct and maintain the Pipeline to cross under GRR's main line track, 335 feet Southwest of Interstate Highway 35, South of Georgetown, Williamson County, Texas, and further described in Exhibit "A" attached hereto and incorpo- rated herein for all pertinent purposes, on the terms and conditions described hereinbelow. This License shall be ef- fective from and after the date fully executed, and shall ter- minate at such time as the Pipeline is no longer used by the City of Round Rock for the use provided hereinabove. In con- sideration of the granting of this License by GRR, Round Rock agrees to pay to GRR, immediately upon execution hereof, the sum of fifty dollars ($50.00), plus legal fees incurred by GRR in drafting this License. Article II Pipeline Location The Pipeline shall be located as described in Article I hereof. The Pipeline, when installed by Licensee, shall be installed so that the upper surface of the pipe is at least four and one -half (4 -1/2) feet below the bottom of the rail thereover, or at such lower depth which may be necessary to provide adequate support for the rail. Installation shall be made in conformity with the engineering profile contained in Exhibit "A" hereto. -2- Article III Responsibilities of Round Rock 3.1. Installation and Maintenance; Removal of Pipe Round Rock shall install or cause to be installed the Pipeline at the location provided in Article I hereinabove. The Pipeline shall be installed safely and in a good workman- like manner, and during the constructionl, Round Rock or its contractor involved in the construction shall secure a policy of Owner's and Contractor's Protective Liability Insurance with limits of liability of at least $1,000,000.00, naming GRR as the named insured and loss payee. Round Rock agrees to provide satisfactory evidence of such insurance coverage prior to beginning construction of the Pipeline. During the term of the License, Round Rock agrees that it will properly maintain the Pipeline and will take any and all actions and expend any and all funds which may be required to maintain the Pipeline. Round Rock further agrees that the construction, maintenance, and operation of the Pipeline will comply with all applicable State, Federal and local laws, rules or regula- tions, and upon any notification by any person that the Pipeline is not in compliance with such laws, rules and regulations, Round Rock agrees to take prompt action to bring the Pipeline into such compliance. In the event that Round Rock fails to properly maintain the Pipeline or to take any action required -3- to bring the Pipeline into conformance with all applicable laws, rules or regulations, the GRR, after 10 days notice to Round Rock, may take any such action as may be reasonably necessary to render the Pipeline safe for railroad operations or in compliance with applicable laws, rules and regulations, and Round Rock agrees that in the event GRR takes such action, Round Rock shall, with twenty (20) days, reimburse GRR for the actual cost of labor performed by or on behalf of GRR, including wages of foremen, plus 10% to cover supervision and accounting, plus vacation allowances, paid holidays and health and welfare benefit payments applicable to such labor, GRR's cost price of all materials f.o.b. GRR's rails plus 10% to cover handling and accounting, plus freight at tariff to point of use, and excise taxes applicable to said labor and materials. Upon termination of this License, Round Rock shall take prompt action to remove the pipe and all associated materials and re- pair any damage to GRR's property which may be caused by such removal. Such removal shall be undertaken by Round Rock with- out any demand from GRR, but shall in any event commence within thirty (30) days after termination of this License and written demand for removal being made by GRR. 3.2. Indemnification and Hold Harmless During the term of this License, Round Rock agrees to -4- indemnify GRR and hold it harmless from any suits, claims, costs, loss or damage which may accrue to GRR, Round Rock or third parties, from the operation of the Pipeline arising out of, or occasioned by, the negligent acts of Round Rock or its employees or agents. The loss or damage for which Round Rock shall indemnify GRR and hold it harmless shall specifically include, but not be limited to, the following: (a) damage to or destruction of railroad track and track bed, railroad cars and engines, or to the Pipeline; (b) personal injury to or damage to property, owned, leased or operated by (i) GRR employees or agents, (ii) Round Rock employees, agents or contractors, or (iii) any third parties; and (c) economic loss to any party caused by damage to or destruction of the Pipeline or the inter- ruption of Pipeline service, caused by negligence of Round Rock, its employees or agents. Such indemnification shall include all actual monetary cost to GRR, including expenses and attorney's fees. Article IV Representations and Warranties of Round Rock Round Rock hereby represents and warrants to GRR that the construction, operation and maintenance of the Pipeline have been property approved by the City of Round Rock, and that - 5 - Round Rock has been authorized by resolution, or if required by its Charter, by ordinance, to enter into this Pipeline License Agreement, that the resolution or ordinance has not been repealed and is in effect at the date of execution hereof, and that this License Agreement is enforceable against Round Rock in accordance with its terms. Round Rock further warrants and represents that the city officer executing this License has been duly authorized to execute the same on behalf of, and as the act and deed of, the City of Round Rock. Article V Assignment The License hereby granted by GRR to Round' Rock is personal to the grantee hereof, and Round Rock shall have no right to assign this License without the express prior written consent of GRR. GRR's rights hereunder shall be freely assignable. -6- (City Seal) Article VI Notice Any notice required or permitted hereunder shall be per- sonally delivered or sent by registered or certified mail, re- turn receipt requested to the addressee at the address listed below, and such notice shall be effective on the date of de- livery, or date of mailing. Round Rock Georgetown Railroad Company EXECUTED on the date indicated below: (Date) (Title) City of Round Rock 44 E. Main Street Round Rock, Texas 78664 Georgetown Railroad Company P.O. Box 559 Georgetown, Texas 78626 City of Rom' Rock ATTEST: `)�/)�y� BY:�,`.` /- /3 - ,P/ (Date) (Ti le) Georgetown Railroad Co. BY: -7- ROA 14'b 'PHALT PVMT. REPLACEMENT R.R. STA. 35+91.22 'EQUAL TO. I.H. 35 STA. 976 + 38.24 EXIST. M.M. CAVE ENTRANCE 70L.F. R.R. BORE \ EXHl (3tT A W/ 48" ENCASEMENT PIPE ,� 7Q 9 e :T. NO. TO US ACT NG rr ')NG ;AS .. 0 LP. BORE a ENCASEMENT Haynie & Kallman Inc. CITY OF ROUND ROCK , TEXAS WATER LINE IMPROVEMENTS 1981 CONTRACT NO. 2 30 WATER TRANSMISSION MAIN STA. 325+00 TO STA. 355+00 &, PIPELINE LICENSE AGREEMENT This Pipeline License Agreement (the "License ") is made and entered into effective the date last executed herein be- low, by and between Georgetown Railroad Company, a Texas cor- poration ( "GRR "), as licensor, and the City of Round Rock, Texas ( "Round Rock "), as licensee. W I T N E S S E T H: WHEREAS, the City of Round Rock desires to construct a thirty (30) inch pipeline, with a forty -eight (48) inch incase- ment, for the transportation of water (the "Pipeline "), which Pipeline will cross under the tracks of GRR; and WHEREAS, GRR wishes to grant to the City of Round Rock a license to construct and maintain the Pipeline; NOW, THEREFORE, the parties hereby agree as follows: Article I License Granted; Term; Consideration For and in consideration of the mutual covenants and contracts herein contained, GRR hereby grants to Round Rock a license to construct and maintain the Pipeline to cross under GRR's main line track and side track, 3,192 feet north of Mile Post No. 5 and 50 feet south of the Texas Crushed Stone Company and Westinghouse Electric Corporation common boundary line, Williamson County, Texas, and further described in Exhibit "A" attached hereto and incorporated herein for all pertinent purposes, on the terms and conditions described hereinbelow. This License shall be effective from and after the date fully executed, and shall terminate at such time as the Pipeline is no longer used by the City of Round Rock for the use provided hereinabove. In consideration of the granting of this License by GRR, Round Rock agrees to pay to GRR, immediately upon execution hereof, the sum of fifty dollars ($50.00), plus legal fees incurred by GRR in drafting this License. Article II Pipeline Location The Pipeline shall be located as described in Article I hereof. The Pipeline, when installed by Licensee, shall be installed so that the upper surface of the pipe is at least four and one -half (4 1/2) feet below the bottom of the rail thereover, or at such lower depth which may be necessary to provide adequate support for the rail. Installation shall be made in conformity with the engineering profile contained in Exhibit "A" hereto. -2- Article III Responsibilities of Round Rock 3.1. Installation and Maintenance; Removal of Pipe Round Rock shall install or cause to be installed the Pipeline at the location provided in Article I hereinabove. The Pipeline shall be installed safely and in a good workman- like manner, and during the construction, Round Rock or its contractor involved in the construction shall secure a policy of Owner's and Contractor's Protective Liability Insurance with limits of liability of at least $1,000,000.00, naming GRR as the named insured and loss payee. Round Rock agrees to provide satisfactory evidence of such insurance coverage prior to beginning construction of the Pipeline. During the term of the License, Round Rock agrees that it will properly maintain the Pipeline and will take any and all actions and expend any and all funds which may be required to maintain the Pipeline. Round Rock further agrees that the construction, maintenance, and operation of the Pipeline will comply with all applicable State, Federal and local laws, rules or regula- tions, and upon any notification by any person that the Pipeline is not in compliance with such laws, rules and regulations, Round Rock agrees to take prompt action to bring the Pipeline into such compliance. In the event that Round Rock fails to properly maintain the Pipeline or to take any action required -3- to bring the Pipeline into conformance with all applicable laws, rules or regulations, the GRR, after 10 days notice to Round Rock, may take any such action as may be reasonably . necessary to render the Pipeline safe for railroad operations or in compliance with applicable laws, rules and regulations, and Round Rock agrees that in the event GRR takes such action, Round Rock shall, with twenty (20) days, reimburse GRR for the actual cost of labor performed by or on behalf of'GRR, including wages of foremen, plus 10% to cover supervision and accounting, plus vacation allowances, paid holidays and health } and welfare benefit payments applicable to such labor, GRR's cost price of all materials f.o.b. GRR's rails plus 10% to cover handling and accounting, plus freight at tariff to point .of use, and excise taxes applicable to said labor and materials. Upon termination of this License, Round Rock shall take prompt action to remove the pipe and all associated materials and re- pair any damage to GRR's property which may be caused by such removal. Such removal shall be undertaken by Round Rock with- out any demand from GRR,, but shall in any event commence within thirty (30) days after termination of this License and written demand for removal being made by GRR. 3.2. Indemnification and Hold Harmless During the term of this License, Round Rock agrees to -4- indemnify GRR and hold it harmless from any suits, claims, costs, loss or damage which may accrue to GRR, Round Rock or third parties, from the operation of the Pipeline arising out of, or occasioned by, the negligent acts of Round Rock or its employees or agents. The loss or damage for which Round Rock shall indemnify GRR and hold it harmless shall specifically include, but not be limited to, the following: (a) damage to or destruction of railroad track and track bed, railroad cars and engines, or to the Pipeline; (b) personal injury to or damage to property, owned, leased or operated by (i) GRR employees or agents, (ii) Round Rock employees, agents or contractors, or (iii) any third parties; and (c) economic loss to any party caused by damage to or destruction of the Pipeline or the inter- ruption of Pipeline service, caused by negligence of Round Rock, its employees or agents. Such indemnification shall include all actual monetary cost to GRR, including expenses and attorney's fees. Article IV Representations and Warranties of Round Rock Round Rock hereby represents and warrants to GRR that the construction, operation and maintenance of the Pipeline have been property approved by the City of Round Rock, and that Round Rock has been authorized by resolution, or if required by its Charter, by ordinance, to enter into this Pipeline License Agreement, that the resolution or ordinance has not been repealed and is in effect at the date of execution hereof, and that this License Agreement is enforceable against Round Rock in accordance with its terms. Round Rock further warrants and represents that the city officer executing this License has been duly authorized to execute the same on behalf of, and as the act and deed of,'the City of Round Rock. Article V Assignment The License hereby granted by GRR to Round Rock is personal to the grantee hereof, and Round Rock shall have no right to assign this License without the express prior written consent of GRR. GRR's rights hereunder shall be freely assignable. -6- Article VI. Notice Any notice required or permitted hereunder shall be per- sonally delivered or sent by registered or certified mail, re- turn receipt requested to the addressee at the address listed below, and such notice shall be effective on the date of de- livery, or date of mailing. Round Rock City of Round Rock 44 E. Main Street Round Rock, Texas 78664 Georgetown Railroad Company Georgetown Railroad Company P.O. Box 559 Georgetown, Texas 78626 (Date) (Seal) ATTEST: EXECUTED on the date indicated below: City of / / - (Date (Title) (City Seal). BY Georgetown Railroad Co. BY: -7- (Title) d Ro 40 L.F. R.R. BORE WITH 48" ENCASEMENT PIPE 1 10 -30 M.J. LY VALVE JST. ESMT. 62 04 38' LT. 5=F' TO GO2/JEz Prope r 8d TEMP CONST. ESMt P.I. STA. 475 59 13N „ h o _r.),6 � � � P.I. STA. 478 12.78 IN 7 t y pin arm/ W eS7` h °p vt� PIPELINE LICENSE AGREEMENT This Pipeline License Agreement (the "License ") is made and entered into effective the date last executed hereinbelow, by and between Georgetown Railroad, a Texas corporation ( "GRR "), as licensor, and the City of Round Rock, Texas ( "Round Rock "), as licensee. WITNESSETH WHEREAS, the City of Round Rock desires to construct an eight (8) inch pipeline, with a twelve (12) inch incasement, for the transportation of waste water (the "Pipeline "), which Pipeline will cross under the tracks of GRR; and WHEREAS, GRR wishes to grant to the City of Round Rock a license to construct and maintain the Pipeline; NOW, THEREFORE, the parties hereby agree as follows: Article I License Granted; Term; Consideration For and in consideration of the mutual covenants and contracts herein contained, GRR hereby grants to Round Rock a license to construct and maintain the Pipeline to cross under GRR's main line track, 1,292 feet South of Mile Post No. 5, Williamson County, Texas, and further described in Exhibit "A" attached hereto and incorporated herein for all pertinent purposes, on the terms and conditions described hereinbelow. This License shall be effective from and after the date fully executed, and shall terminate at such time as the Pipeline is no longer used by the City of Round Rock for the use provided hereinabove. In consideration of the granting of this license by GRR, Round Rock agrees to pay to GRR, immediately upon execution hereof, the sum of fifty dollars ($50.00), plus legal fees incurred by GRR in drafting this license. Article II Pipeline Location The Pipeline shall be located as described in Article I hereof. The Pipeline, when installed by Licensee, shall be installed so that the upper surface of the pipe is at least four and one -half (4 1/2) feet below the bottom of the rail thereover, or at such lower depth which may be necessary to provide adequate support for the rail. Installation shall be made in conformity with the engineering profile contained in Exhibit "A" hereto. -2- Article III Responsibilities of Round Rock 3.1. Installation and Maintenance; Removal of Pipe Round Rock shall install or cause to be installed the Pipeline at the location provided in Article I hereinabove. The Pipeline shall be installed safely and in a good workman- like manner, and during the construction, Round Rock or its contractor involved in the construction shall secure a policy of Owner's and Contractor's Protective Liability Insurance with limits of liability of at least $1,000,000.00, naming GRR as the named insured and loss payee. Round Rock agrees to provide satisfactory evidence of such insurance coverage prior to beginning construction of the Pipeline. During the term of the License, Round Rock agrees that it will properly maintain the Pipeline and will take any and all actions and expend any and all funds which may be required to maintain the Pipeline. Round Rock further agrees that the construction, maintenance, and operation of the Pipeline will comply with all applicable State, Federal and local laws, rules or regula- tions, and upon any notification by any person that the Pipeline is not in compliance with such laws, rules and regulations, Round Rock agrees to take prompt action to bring the Pipeline into such oompliance. In the event that Round Rock fails to properly maintain the Pipeline or to take any action required -3- to bring the Pipeline into conformance with all applicable laws, rules or regulations, the GRR, after 10 days notice to Round Rock, may take any such action as may be reasonably necessary to render the Pipeline safe for railroad operations or in compliance with applicable laws, rules and regulations, and Round Rock agrees that in the event GRR takes such action, Round Rock shall, with twenty (20) days, reimburse GRR for the actual cost of labor performed by or on behalf of GRR, including wages of foremen, plus 10% to cover supervision and accounting, plus vacation allowances, paid holidays and health and welfare benefit payments applicable to such labor, GRR's cost price of all materials f.o.b. GRR's rails plus 10% to cover handling and accounting, plus freight at tariff to point of use, and excise taxes applicable to said labor and materials. Upon termination of this License, Round Rock shall take prompt action to remove the pipe and all associated materials and re- pair any damage to GRR's property which may be caused by such removal. Such removal shall be undertaken by Round Rock with- out any demand from GRR, but shall in any event commence within thirty (30) days after termination of this License and written demand for removal being made by GRR. 3.2. Indemnification and Hold Harmless During the term of this License, Round Rock agrees to -4- indemnify GRR and hold it harmless from any suits, claims, costs, loss or damage which may accrue to GRR, Round Rock or third parties, from the operation of the. Pipeline arising out of, or occasioned by, the negligent acts of Round Rock or its employees or agents. The loss or damage for which Round Rock shall indemnify GRR and hold it harmless shall specifically include, but not be limited to, the following: (a) damage to or destruction of railroad track and track bed, railroad cars and engines, or to the Pipeline; (b) personal injury to or damage to property, owned, leased or operated by (i) GRR employees or agents, (ii) Round Rock employees, agents or contractors, or (iii) any third parties; and (c) economic loss to any party caused by damage to or destruction of the Pipeline or the inter- ruption of Pipeline service, caused by negligence of Round Rock, its employees or agents. Such indemnification shall include all actual monetary cost to GRR, including expenses and attorney's fees. Article IV Representations and Warranties of Round Rock Round Rock hereby represents and warrants to GRR that the construction, operation and maintenance of the Pipeline have been property approved by the City of Round Rock, and that - 5 - Round Rock has been authorized by resolution, or if required by its Charter, by ordinance, to enter into this Pipeline License Agreement, that the resolution or ordinance has not been repealed and is in effect at the date of execution hereof, and that this License Agreement is enforceable against Round Rock in accordance with its terms. Round Rock further warrants and represents that the city officer executing this License has been duly authorized to execute the same on behalf of, and as the act and deed of,.the City of Round Rock. Article V Assignment The License hereby granted by GRR to Round'Rock is personal to the grantee hereof, and Round Rock shall have no right to assign this License without the express prior written consent of GRR. GRR's rights hereunder shall be freely assignable. -6- (Date) (Seal) Any notice required or permitted hereunder shall be per- sonally delivered or sent by registered or certified mail, re- turn receipt requested to the addressee at the address listed below, and such notice shall be effective on the date of de- livery, or date of mailing. Round Rock City of Round Rock 44 E. Main Street Round Rock, Texas 78664 Georgetown Railroad Company Georgetown Railroad Company' P.O. Box 559 Georgetown, Texas 78626 EXECUTED on the date indicated below: Article V2. Notice City of Ro BY: (Date) (Title (City Beall' Georgetown Railroad Co. ATTEST: BY: -7- (Title) Rock 5ra 60' flaw iZ q Z' TO rAILE POST NO. 5 wvv • M DER SYSTEM _ o f 71 M8� p REINF ' 76Q.... 75.o N " M 33 *00 r w