HomeMy WebLinkAboutContracts & Agreements_8-1984_CCv0001.pdf Santa Fe Origiml
BQ-72192-25
LICENSE FOR
COHMUNICATION LINE ACROSS OR ALONG RAILWAY PROPERTY
(Telegraph, Telephone and Similar Lines. Overhead or Underground)
THIS LICENSE, made as of the 2nd day of February 1984, between THE ATCHISON,
TOPEKA AM SANTA FE RAILWAY COMPANY, a Delaware corporation (hereinafter
called "Santa Fe"), and CITY OF REDLANDS, a municipality in the State of
California (hereinafter whether one party or more called "Licensee").
WITNESSETH, that the parties hereto for the considerations hereinafter expressed
covenant and agree as follows:
1. In consideration of the sum of Two Hundred Fifty and No/100 Dollars ($250.00) in
hand paid by Licensee to Santa Fe, the receipt whereof is hereby acknowledged, and
of the covenants and agreements of Licensee hereinafter set forth, and of the
faithful performance by Licensee of the same, Santa Fe licenses and permits Licensee
to construct, maintain and use a communication line containing a maximum of one
conductor(s) across or along the premises of Santa Fe at or near the Station of
Redlands, County of San Bernardino, State of California, the location of said
communication line being more particularly shown upon the print hereto attached,
No. 1-01024 dated December 16, 1983, marked "Exhibit A", and made a part hereof.
For convenience, the said communication line, with all conductors and their
supporting or containing structures, insofar as they relate to said communication
line upon said premises, is hereinafter called the "Communication Line".
2. Licensee shall, at Licensee's own cost, construct and at all times maintain the
Communication Line in strict accordance with the Specifications, for the time
current, for Communication Lines across or along railway property, adopted by the
Telegraph and Telephone Section of the Association of American Railroads, or any
successor agency, except where by statute or order of competent public authority a
different type of construction or a different degree of maintenance is required or
permitted, in which case such construction or maintenance shall be in strict
accordance with such statute or order; provided, however, all materials and
workmanship employed in the construction and maintenance of the Communication Line
shall be subject to the approval of Santa Fe.
3. Licensee shall, at Licensee's own cost, remove all combustible material from around
wooden poles and will at all times keep the space around such poles free of such
material, and if removal of such combustible material shall not be attended to
within fifteen (15) days after having been requested by Santa Fe so to do, Santa Fe
shall have the right itself to perform the work and Licensee hereby agrees to
reimburse Santa Fe for the expense so incurred.
4. During construction and while repairing, renewing or changing the Communication
Line, Licensee shall exercise utmost and extraordinary diligence to the end that no
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damage shall occur to the property of Santa Fe, and that there shall be no
interference with the operation of its railroad.
5. Upon completion of the Communication Line or after the making of any changes,
repairs or renewals, Licensee shall, at Licensee's own cost, restore said premises
to their former state; and Licensee shall, within fifteen (15) days after receipt of
bill therefor, pay to Santa Fe the entire cost incurred in employing watchmen or
such other means of protection as in the judgment of Santa Fe may be required during
the construction, maintenance, repair, renewal or changing of the Communication Line.
6. If at any time during the term hereof, Santa Fe shall desire to make any use of its
property with which the Communication Line will in any way interfere, including the
relocation of existing or the construction of new lines of poles, wires, conduits
and other facilities in which it shall have an interest, Licensee shall, at
Licensee's own cost, within thirty (30) days after receiving written notice from
Santa Fe to such effect, make such changes in the Communication Line as in the
judgment of Santa Fe may be necessary to avoid interference with the proposed use of
its property.
7. Licensee shall at all times indemnify and save harmless Santa Fe and other companies
operating over its tracks against, and shall pay in full, all loss, damage or
expense that they, or any of them, may sustain, incur or become liable for,
resulting in any manner from the construction, maintenance, use, state of repair, or
presence of the Communication Line upon said premises, including any such loss,
damage or expense arising out of (a) loss of or damage to property, (b) injury to or
death of persons, (c) mechanics' or other liens of any character, or (d) taxes or
assessments of any kind. Upon request of Santa Fe, Licensee shall assume the
defense of any suit or action brought against the Santa Fe alleging any claim for
loss or damage hereunder, and shall discharge all liability therefor.
8. Since this License is made in part for the benefit of other companies operating over
Santa Fe tracks, any of said companies may sue to enforce the provisions hereof,
either jointly or severally, as their interests may be joint or several. None of
said companies nor Santa Fe shall be liable for any damage, howsoever caused, to the
Communication Line, whether due to negligence or otherwise.
9. If Licensee shall at any time fail or refuse to comply with or carry out any of the
covenants herein contained, and such failure or refusal shall continue for a period
of thirty (30) days after written demand for such performance of compliance shall
have been made upon Licensee by Santa Fe, Santa Fe may, at its election, without
notice, forthwith revoke this License, and in case of such election, or upon any
termination hereof, Licensee shall, upon request, forthwith remove the Communication
Line and restore said premises to the condition in which they were prior to the
construction of said Communication Line. In case Licensee shall fail to make such
removal or restoration within thirty (30) days, Santa Fe may proceed with such work,
and Licensee shall promptly repay to Santa Fe the cost thereof. No waiver by
Santa Fe of any default or defaults, or the right to terminate this License, shall
be deemed or held to be a waiver of the right to terminate the same for any
subsequent default or defaults, but notwithstanding such waiver Santa Fe may
terminate this License upon any subsequent default or defaults which may occur; nor
shall any termination or revocation hereof release Licensee from any liability or
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obligation hereunder, whether of indemnity or otherwise, resulting from any acts,
omissions or events happening prior to the date of termination or such later date
when the Communication Line may be removed and said premises restored as hereinabove
provided.
10. Licensee shall at all times, at Licensee's own cost, maintain the most effective
system and use the best known and most effective methods to protect the lines,
wires, and service of Santa Fe and of any licensee of Santa Fe whose permission to
use said premises antedates the license and permission herein to Licensee, from
interference and physical hazard, and if necessary in order to prevent such
interference or hazard, Licensee shall, at Licensee's own cost, transpose Licensee's
circuits or make such changes in the construction or location of the Communication
Line as may be specified by Santa Fe.
11. In case of the eviction of Licensee by anyone owning or claiming title to or any
interest in said premises or any part thereof, Santa Fe shall not be liable to
Licensee for any damage of any nature whatsoever, or to refund any monies paid
hereunder.
12. All notices to be given hereunder shall be given in writing, by depositing same in
the United States mail duly registered or certified, with postage prepaid, and
addressed to the Licensee or Santa Fe as the case may be at the address shown on the
signature page hereof, or addressed to such other address as the parties hereto may
from time to time designate.
13. In the event Licensee herein consists of two or more parties, all the covenants and
agreements of Licensee herein contained shall constitute the joint and several
covenants and agreements of such parties.
14. This License may be terminated by either party hereto upon one month's notice in
writing to be served upon the other party, stating therein the day of the month that
such termination will take place; and upon the expiration of the time specified in
such notice, this License, and all rights and privileges of the Licensee thereunder,
shall absolutely cease. This License shall terminate in any event immediately upon
the death of the Licensee, if the sole Licensee is an individual.
15. This License shall be binding upon and inure to the benefit of the parties and their
respective legal representatives, successors and assigns; provided, however, no
assignment hereof by Licensee, Licensee's legal representatives, successors or
assigns, nor any subsequent assignee, shall be binding upon Santa Fe without the
written consent of Santa Fe in each instance, and at the option of Santa Fe this
License shall be forfeited by any such voluntary assignment or by any assignment
thereof by operation of law.
16. Notwithstanding any other provisions of this License, Licensee shall comply with all
statutes, ordinances, rules, regulations, orders and decisions (hereinafter referred
to as "Standards"), issued by any federal, state or local governmental body or
agency established thereby (hereinafter referred to as "Authority"), relating to
Licensee's use of Santa Fe's property hereunder. In its use of the premises,
Licensee shall at all times be in full compliance with all Standards, present or
future, set by any Authority, including, but not limited to, Standards concerning
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air quality, water quality, noise, hazardous substances and hazardous waste. In the
event Licensee fails to be in full compliance with Standards set by any Authority,
Santa Fe may, after giving reasonable notice of the failure to Licensee, and
Licensee, within thirty (30) days of such notice, fails either to correct such
noncompliance or to give written notice to the Santa Fe of its intent to contest the
allegation of noncompliance before the Authority establishing the Standard or in any
other proper forum, take whatever action is necessary to protect the premises and
Santa Fe's railroad and other adjacent property. Licensee shall reimburse the
Santa Fe for all costs (including but not limited to, consulting, engineering,
clean-up and disposal costs, and legal costs) incurred by the Santa Fe in complying
with such Standards, and also such costs incurred by the Santa Fe in abating a
violation of such Standards, protecting against a threatened violation of such
Standards, defending any claim of violation of such Standards in any proceeding
before any Authority or court, and paying any fines or penalties imposed for such
violations. Licensee shall assume liability for and shall save and hold harmless
the Santa Fe from any claim of a violation of such Standards regardless of the
nature thereof or the Authority or person asserting such claim, which results from
Licensee's use of Santa Fe's premises, whether such claim arises in whole or in part
from the negligence or alleged negligence of the Santa Fe or otherwise. Licensee,
at its cost, shall assume the defense of all such claims regardless of whether they
are asserted against Licensee or Santa Fe.
Upon written notice from Santa Fe, Licensee agrees to assume the defense of any
lawsuit, administrative action or other proceeding brought against Santa Fe by any
public body, individual, partnership, corporation, or other legal entity, relating
to any matter covered by this License for which Licensee has an obligation to assume
liability for and/or to save and hold harmless the Santa Fe. Licensee shall pay all
the costs incident to such defense, including, but not limited to, attorneys' fees,
investigators' fees, litigation expenses, settlement payments, and amounts paid in
satisfaction of judgments. Any and all lawsuits or administrative actions brought
or threatened on any theory of relief available at law, in equity or under the rules
of any administrative agency shall be covered by this Section, including, but not
limited to, the theories of intentional misconduct, negligence, breach of statute or
ordinance, or upon any theory created by statute or ordinance, state or federal.
17. Any work performed on Santa Fe's Premises by Licensee or Licensee's contractor shall
be done in a satisfactory workmanlike manner and in accordance with plans and
specifications approved by Santa Fe, including plans covering any suspension cables,
falsework, bracing or cribbing that may be necessary to use over, under or adjacent
to Santa Fe's track, and no work shall be permitted until said plans and
specifications have been approved by Santa Fe.
18. Licensee or Licensee's contractor shall not be permitted to commence work on said
Premises without having first received written notification from Santa Fe's Division
Superintendent of permission to proceed.
19. Licensee shall promptly upon receipt of bill, reimburse Santa Fe for any and all
expense incurred by Santa Fe on account of said COMMUNICATION LINE.
20. Any contractor or subcontractor performing work on or in connection with the
COMMUNICATION LINE shall for the purpose of this Agreement, and particularly for the
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purposes of Sections 7 and 8 of this Agreement, be conclusively deemed to be the
servant and agent of Licensee acting on behalf and within the scope of such
contractor's or subcontractor's employment for Licensee.
21. Licensee agrees to furnish and keep in force or arrange to have furnished and keep
in force insurance of all kinds and amounts specified below during the initial term
of construction of the COMMUNICATION LINE and during any subsequent term or terms
during which maintenance is performed on the COMMUNICATION LINE.
Licensee shall, with respect to the operations which it performs upon, beneath or
adjacent to Santa Fe's Premises and/or track, furnish or arrange to have furnished
(i) regular Contractors' Public Liability Insurance with limits of not less than
Five Hundred Thousand Dollars ($500,000) for all liability arising out of bodily
injuries to or death of one person and, subject to that limit for each person, One
Million Dollars ($1,000,000) for all liability arising out of bodily injuries to or
death of two or more persons in one accident or occurrence; and (ii) regular
Contractors' Property Damage Liability Insurance with limits of not less than One
Million Dollars ($1,000,000) for each occurrence for all liability arising out of
damage to or loss or destruction of property. Licensee and all its contractors and
subcontractors shall be named insureds either in a single policy of insurance
complying with the requirements of this Section or in separate policies
maintained during such periods as such contractors and/or subcontractors shall
perform any work hereunder. The policy or policies insuring Licensee shall insure
Licensee's contractual liability in favor of Santa Fe contained in Section 7 of
this License.
22. Licensee agrees to furnish or arrange to have furnished to Santa Fe certificates
reflecting the insurance coverage or certified copy of insurance policy, if
requested by Santa Fe, as required by Section 21 hereof. Certificates reflecting
the coverage required above shall unqualifiedly require thirty (30) days'
notice to Santa Fe of cancellation or modification of the insurance referred to in
such certificates.
23. Licensee shall not be permitted to exercise the license and permission granted
hereunder until notified by Santa Fe that insurance furnished pursuant to Section 21
hereof is satisfactory.
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IN WITNESS WHEREOF, the parties have executed this License, in duplicate, as of the
day and year first above written.
THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANy
One Santa Fe Plaza
5200 E. Sheila Street
APPkOVED AS 10 FOR�'A Los Aneles, CA 90040
B
7 "Z
Attorney Its
CITY OF REDLANDS
P.O. Box 280
Approved: Redlan4, CA 92373
As to Specifications: B (/Y
Its Mayor
Superintendent of Communications (Licensee)
238170
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SECY'S NO.
EXHIBIT "A"
ATTACHED TO CONTRACT BETWEEN
THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY
AND
C/TY CSF I C�EDLANDS
CHICAGO, ILLINOIS
SCALA 1 INTO /00 FT. CHIEF ENGINEER
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DESCRIPTION
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SIZE 3 TYPE BASE OF RAIL
TYPE NUMBER VOLTAGE OF CONDUIT TO TOP OF CONDUIT
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Sen Bernadino County, Ca lifOrniS C.E. DRAWING NO. 1 -010,2-1
DIV. DWG. NO. DIV. FILE NO. G.M. FILE NO. -3Q-7-192 C.E. FILE NO. 64-042-001/3
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