213-Seaboard System Railroad Arm 3530-Sheet 1
~,evised November 1983
RE-48902
15WB0515841 24
THIS AGREEMENT, Made this 16th day of May, 1984, by and between the
SEABOARD SYSTEM RAILROAD, INC., a Virginia corporation, hereinafter referred
to as Licensor, and the CITY OF SANFORD, FLORIDA, a municipality, whose
address is Post Office Box 1778, Sanford, Florida, 32771, hereinafter styled
Licensee,
WITNESSETH: That Licensor, for and in consideration of the sum of One
Dollar to it in hand paid by Licensee, the receipt of which is hereby
acknowledged, and of the covenants and agreements hereinafter made and
contained on the part of the Licensee to be kept and performed, hereby grants
unto Licensee, insofar as its title enables it so to do, the right or license
to install and maintain, for the purpose of conducting water, a line of
2-inch galvanized steel pipe, encased in a 4-inch steel pipe, across the
right of way and under trackage of Licensor at or near SANFORD, FLORIDA, at a
point 1,000 feet northwest of Milepost 770; as shown in green on drawing of
Licensee dated January 26, 1984, attached hereto and made a part hereof;
other details and data pertaining to said pipe, including the method of
installation and the minimum depth of placement thereof which must be adhered
to, being as indicated on Application Form dated April 11, 1984, also
attached hereto and made a part hereof.
And Licensee hereby covenants and agrees in consideration thereof:
1. Licensee shall install and maintain said pipe at its expense in a
manner satisfactory to the Division Engineer of Licensor and so as not to
interfere with pipe or other structures now in place. In the event the said
pipe shall require repair or renewal, Licensee shall make such repair or
renewal at its expense; and upon the failure of Licensee so to do, the said
Division Engineer of Licensor shall give written notice to Licensee, and upon
the failure of Licensee to make repair or renewal within thirty days after
such notice, Licensor may make all necessary repair or renewal at the cost of
Licensee, which cost Licensee hereby agrees to pay on demand.
2. Licensee shall install and maintain, above ground and in a manner
and at such locations as may be designated by said Engineer of Licensor,
markers to plainly indicate the location, depth at which installed and
ownership of said pipe. Licensee will, at its expense, at any time, upon
thirty days' written notice given by Licensor, change and alter the location
of said pipe to conform to any changes or improvements that may be made by
Licensor in its tracks or roadway at said location, or to permit the
utilization of Licensor's right of way, or other lands, for the construction
of tracks, buildings or other structures.
3(a). Licensor shall not be responsible in any manner for loss of or
damage to said pipe and the contents thereof from any cause whatsoever; and
Licensee shall and does hereby assume, and agrees to indemnify and hold
harmless the Licensor, its successors and assigns, from and against all loss,
costs, expenses, including attorneys' fees, claims, suits and judgments
whatsoever in connection with injury to or death of any person or persons or
loss of or damage to property caused by or in any way connected with the
installation, maintenance, use or presence of said pipe and appurtenances on
said premises, howsoever caused.
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(b). Any provision herein to the contrary notwithstanding, Licensee
agrees to indemnify and hold harmless Licensor from all claims, costs and
expenses (including attorneys' fees) as a consequence of any incident
resulting in the pollution of air, water, land and/or ground water arising
from or in connection with the grant of this indenture or any supplements
thereto regardless of the location or proximity of such pollution to the
demised premises; and for any claim or liability arising under federal or
state law dealing with the pollution of air, water, land and/or ground water.
(c). All obligations of the Licensee under this agreement to release,
indemnify and hold harmless the Licensor shall also extend to officers,
agents and employees of the Licensor, and to companies and other legal
entities that control, are controlled by, are subsidiaries of, or are
affiliated with, the Licensor, their respective officers, agents and
employees.
4. Licensee will pay to Licensor, on bills rendered by Licensor, the
full amount of all costs and expenses which may be incurred by Licensor in
protecting its track or tracks and maintaining traffic thereover by driving
piling or by other means while said pipe is being placed thereunder, or
during any repair, renewal, relocation or removal of said pipe.
5. It is expressly understood and agreed that Licensee shall be
prohibited, incident to the installation and/or maintenance of said pipe on
Licensor's property, from using explosives of any type without the express
written consent of Licensor; in the event such consent is extended, a
representative will be assigned by Licensor to protect Licensor's interests
and Licensee, in addition to all other costs to be borne by Licensee as
herein set forth, shall reimburse Licensor for the entire cost and expense of
furnishing said representative.
6. In consideration for the right or license hereby granted, Licensee
hereby agrees that the Licensor shall not at any time or in any manner be
assessed with the cost or any part of the cost of the installation and
maintenance of said pipe and appurtenances thereto on LicensOr's property.
7(a). During the installation of said pipe, the Licensee shall furnish
(or require its contractor to furnish) the Licensor a Certificate of
Insurance showing that the Licensee (or its contractor) carries liability
insurance applicable to the job in question (evidencing said applicability by
a contractual liability endorsement stating that the insurance is applicable
to the obligations assumed by the Licensee under the agreement with Licensor)
in the amount of $2,000,000.00 for all personal injuries, death, or property
damage, per occurrence arising during the policy period.
(b). The Licensee shall furnish certificates of insurance evidencing
the above coverage and the form of the policy (or policies), the carrier and
the amount of the coverage shall be subject to the prior approval of the
Licensor. Such insurance shall contain a contractual liability endorsement
which will cover the obligations assumed under this agreement and such other
endorsement or endorsements as, in the opinion of counsel for the Licensor,
may be necessary or advisable to fully protect and indemnify the Licensor.
In addition, such insurance shall contain notification provisions whereby the
insurance company agrees to give 30 days' notice to the Licensor of any
change or cancellation of the policy. All of these endorsements and notice
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~,~vised November 1983
provisions shall be stated on the certificate of insurance which is to be
provided to the Licensor. Provided, however, that notwithstanding any of the
provisions of this agreement with respect to insurance, it is understood and
agreed that the liability assumed by the Licensee shall not be limited to the
insurance coverage stipulated herein.
8. In addition to all other considerations mentioned herein, Licensee
agrees to pay to Licensor the sum of $200.00, which sum includes (i) $100.00
to partially reimburse Licensor for the costs of survey and other handling
necessary to the making of this agreement and (ii) $100.00 to cover the cost
for Licensor to obtain Railroad Protective Liability Insurance during the
time Licensee is utilizing Licensor's property for the installation of the
facility described herein.
It is understood and agreed that this agreement shall not be binding
until it has been authorized or ratified by a proper ordinance or resolution
of the City Council of the City of Sanford, Florida, a certified copy of
which ordinance or resolution is attached hereto and made a part hereof.
IN WITNESS WHEREOF the parties hereto have executed this agreement in
duplicate the day and year first above written.
Witnesses for Licensor: SEABOARD SYSTEM RAILROAD, INC.:
By ( L. S. )
~orm 3530-Sheet 4
~,evised November 1983
Extracts from minutes of meeting of the City Council of the City of
Sanford, Florida, held on the 29th day of May , 19 8~
RESOLUTION
Be it resolved by the City Council in regular meeting assembled that the
Mayor of said City be, and he hereby is, authorized to enter into an
agreement with the SEABOARD SYSTEM RAILROAD, INC., and to sign same on behalf
of said City whereby said Railroad grants unto said City the right or license
to install the 2-inch galvanized steel pipeline beneath Railroad's trackage
at a point 1,000 feet northwest of Milepost 770 at or near Sanford, Florida,
as more particularly described in said agreement, which agreement is dated
May 16, 1984, a copy of which agreement is filed with the City Council.
I certify the above to be a true and correct copy.