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HomeMy WebLinkAboutWWP273712 (4)John D. Hobson From: Neil R. Watts Sent: Thursday, March 20, 2014 4:20 PM To: 'Uman, Jesse D'; Craig Burnell Cc: Nicolas, Catrina H; David Christensen; John D. Hobson Subject: RE: City of Renton Project - Rail Impacts cDIQ S-0&'ekh:' . corn Jesse The project is in pre -design phase. It will be several months at the minimum until any construction work. The project is to replace a short section of undersized sanitary sewer main in N 4th St west of Sunset, in the vicinity of the Houser Way right-of-way. This will involve the crossing the railroad tracks. Our staff wants to coordinate the timing and method of construction to make sure there are no impacts to the Boeing deliveries. Our project manager, John Hobson, will be in contact with Catrina to discuss the details of the project. Neil From: Uman, Jesse D[mailto:jesse.d.uman(s�boeing.com] Sent: Thursday, March 20, 2014 2:37 PM To: Craig Burnell Cc: Nicolas, Catrina H; Neil R. Watts Subject: City of Renton Project - Rail Impacts Hi Craig Could you please provide more information to Catrina regarding the city project that could impact the Boeing rail deliveries? What is the construction schedule looks like and what are the potential impacts to the rail? Where exactly is this work taking place? For Your Background: In an ideal world, BNSF delivers Tuesdays, Thursdays and Friday between the hours of 10am—1:30pm. However there has been challenges with the supplier releasing on time, weather related delays, and railroad challenges with resources (crews and power) which has created extreme variability in terms of delivery and times (weekends, early morning, late nights). Would there be an ability to give some kind of advanced notice and have the project pause for rail to pass through? Jesse Jesse Uman State and Local Northwest Region The Boeing Company Office Phone 425-237-0791 Cell 206-651-6060 CITY OF RENTON TRAFFIC CONTROL PLAN PROJECT NAME; Central Renton Sewer Interceptor .,, mgllinl CONSTRUCTION COMPANY: Road Construction Northwest, Inc CONTACT NAME. Jake Boose ADDRESS: 2500 East Valley Road, Suite C-3 Renton, WA 98057 E-MAIL ADDRESS: fake@rcnw.com PERMIT# UI(ccr 474`' PHONE#: 425-254-999 PHONE#: 425-254-9999 CELL#: 425-531-0380 FAX#: 425-254-1334 PROJECT LOCATION:404 Sunset BLVD N. Renton WA 98057 N/E/S�&OF: WORK TIME: 10:00 p.m. - 6:00 a.m. (�ayAPPROVED BY: WORK DATE: 9%lc,4l�, gl Permit Holder agrees to a'I the following: APPROVAL DATE /l4-. 9 bs Sunset BLVD C .-FQA 4 � 1613)L-) • Comply with all traffic regulations of the City of Renton and the State of Washington. • Prepare a traffic control plan and obtain City approval of that plan. That plan shall be implemented for all street and lane closures, and the plan shall be performed in compliance with the Manual on Uniform Traffic Control Devices. • Notify emergency services (253-852-2121) twenty-four (24) hours before any street or lane closures. • Any lane or street closures not in conformance with the approved traffic control plan and/or without notification of emergency services may result in receiving a citation for violation of R.C.W. 47.36.200 through 47.36.220, 9A.36.050 Reckless Endangerment, and other applicable State and City codes. • Indemnify and hold harmless the City of Renton from any and all claims, actions, and judgments, Including all costs of defense and attorney's fees Incurred In defending against same, arising from and related to Implementation of the approved traffic control plans including claims arising from towing of private vehicles and the acts of the Permit Holder's agents and employees. • The City of Renton shall be entitled, in Its reasonable discretion, to settle claims prior to suit or judgment, and in such event shall indemnify and hold harmless the City for any such claims paid, Including the City's reasonable attorney's fees and litigation costs incurred resulting from such claim. • In the event any claim or suit is brought against City within the scope of this Agreement, Permit Holder will pay for legal counsel chosen by the City to defend against same. • Flagger and sign placement are subject to revision by the City Inspector on site, if needed to address traffic or pedestrian safety or travel. • By my signature herein, I acknowledge all the above requirements. PRINT NAME: �a-� �(�6�sL_ DATE: /O-Q I SIGNATURE: OFFICE COPY _ CONTRACTOR T- DEV. SERVICE, INSPECTION P. MILL_R DEV. SERVICE. PLAN REVIEW B. BANNWARTH POLICE CHARLES KARLEWICZ FIRE FIFE MARLSHALL FS 113 NOTES: • Work Zone Traffic Control shall be in accordance with the Manual on Uniform Traffic Control Devices (MUTCD) and shown by sketch or reference to WSDOT. • The plan must be submitted to the City's PW/Transportation Division for review and/or approval at least three working days prior to work. • Approved Temporary Traffic Control Plan must be at the work site during work hours. • Contractor or entity must call Renton School District (425-204-4455) or any public/private agency to be affected by a temporary lane or road closure. • Complete assistance and accommodation shall be provided to all kinds of pedestrian traffic when sidewalk or walkway is impeded. • Total road closure lasting more than 24 hours is subject to the approval by the City Council. • Any vehicle, equipment, barricade, or portable tow -away sign used within the work area must display a company logo or any legally acceptable sign showing the company name, address, and telephone number at a conspicuous place on the vehicle or equipment. In the case of Temporary No Parking Zones, all the following apply in addition to previous: • Contractor must complete form to show limits of Temporary No Parking Zone identifying barricade locations for vacate parking or curb lane usage. • Contractor must post notice of dates and time of Temporary No Parking Zone with at least two signs per block 72 hours In advance of effective date and time. • The cover sheet of this Traffic Control Plan form must be attached to each Temporary No Parking Sign on the project site. • Temporary traffic control devices must be removed Immediately when work is done or no construction activities are going on. If deemed abandoned, City crews will remove and store them at the City's maintenance shop (3555 NE 2rtd Street). SKETCH I -- NORTH — I (See Traffic Control Plans) CENTRAL RENTON INTERCEPTOR RELINE & UPSIZE (Sunset Blvd N) Contact List Road Construction Northwest i Jake Boose Office Project Manager Matt Wagester Estimator/Project Manager Kye VanHoof On -Site Foreman WSDOT Fredrick Lintz Work Zone Traffic Engineer Burlington Northern Railroad Daniel Baker Roadmaster 425-254-9999 ext-25 425-254-9999 ext-31 425-306-8061 (cell) 206-440-4472 206-625-6462 daniel.baker2@bnsf.com ]ONES LANG LASALLE,. April 21, 2015 City of Renton Attention: Mr. Dave Christensen Renton City Hall - 5th Floor 1055 South Grady Way Renton, WA 98057 Dear Mr. Christensen: Jones Lang LaSalle Americas, Inc. 4300 Amon Carter Blvd., Suite 100 Fort Worth, Texas 76155 tel +1 817-230-2600 fax +1 817 306-8265 14-50523 Attached please find a copy of the requested contract for execution by an official authorized to execute contract agreements on behalf of your company. Please print two (2) copies execute and return both copies with original signature for completion on part of BNSF Railway Company ("BNSF") to this office, along with the following requirements: A check in the amount of $1,073.00 payable to BNSF Railway Company which covers the remaining contract fee(s). Please note the agreements cannot be executed by BNSF without an approved insurance certificate. If there are any issues with your insurance, you will be contacted by a member of the Risk Management team of BNSF Railway. 1. A Certificate of Insurance as required in the agreement. 2. A separate policy for Railroad Protective Liability Insurance as required in the agreement (ORIGINAL POLICY MUST BE PROVIDED). BNSF Railway Company will be the only insured party; OR; In lieu of providing a separate policy for Railroad Protective Liability Insurance, you may participate in the BNSF's Railroad Protective Policy by checking the appropriate box in the contract and including an additional $725.00 with your check. (PAID) PLEASE ADVISE IF THIS PROJECT IS ARRA FUNDED. Acceptance and deposit of any check by BNSF does not constitute an agreement between BNSF and Licensee for the requested license. BNSF shall not be obligated to hold the check in a separate fund, but may commingle the funds with other funds of BNSF, and in no event shall BNSF be responsible for interest on said funds. The enclosed permit is not a binding agreement and shall become binding only when, and if, it is executed by you and fully approved and executed by BNSF Railway Company. Upon completion on behalf of BNSF, one fully executed counterpart will be returned for your records. The specifications/plans you provided may differ from BNSF's minimum specification requirements. Therefore, prior to your installation, please review the Exhibit A to determine the specifications necessary for your installation. Please be informed that if contracts, fees, and insurance are not returned within sixty (60) days, the processing fee will increase to $1350.00. Sincerely, ok7al Yllt 35IT143ar Katrina Salazar Associate Manager Permits Attachment f JONEs LANG ` LASALLE. May 9, 2016 City of Renton Attention: Mr. John Hobson Renton City Hall — 51h Floor 1055 South Grady Way Renton, WA 98057 Dear Mr. Hobson: Jones Lang LaSalle Americas, inc. 4300 Amon Carter Blvd., Suite 100 Fort Worth, Texas 76155 tel +1 817-230-2600 fax +1 817 306-8265 16-54 784 Attached please find a copy of the requested contract Tor execution by an official authorized to execute contract agreements on behalf of your company. Please print two (2) copies execute and return both copies with original signature for completion on part of BNSF Railway Company ("BNSF") to this office, along with the following requirements: • A check in the amount of $1,300.00 payable to BNSF Railway Company which covers the contract fee. Please note the agreements cannot be executed by BNSF without an approved insurance certificate. If there are any issues with your insurance, you will be contacted by a member of the Risk Management team of BNSF Railway. 1. A Certificate of Insurance as required in the agreement. 2. A separate policy for Railroad Protective Liability Insurance as required in the agreement (ORIGINAL POLICY MUST BE PROVIDED). BNSF Railway Company will be the only insured party; OR; In lieu of providing a separate policy for Railroad Protective Liability Insurance, you may participate in the BNSF's Railroad Protective Policy by checking the appropriate box in the contract and including an additional S725.00 with your check. PLEASE ADVISE IF THIS PROJECT IS ARRA FUNDED. Acceptance and deposit of any check by BNSF does not constitute an agreement between BNSF and Licensee for the requested license. BNSF shall not be obligated to hold the check in a separate fund, but may commingle the funds with other funds of BNSF, and in no event shall BNSF be responsible for interest on said funds. The enclosed permit is not a binding agreement and shall become binding only when, and if, it is executed by you and fully approved and executed by BNSF Railway Company. Upon completion on behalf of BNSF, one fully executed counterpart will be returned for your records. The specifications/plans you provided may differ from BNSF's minimum specification requirements. Therefore, prior to your installation, please review the Exhibit A to determine the specifications necessary for your installation. Please be informed that if contracts, fees, and insurance are not returned within sixty (60) days, the processing fee will increase to $1,550.00. Sincerely, �?ibrLGt �GLG�,cvt Katrina Salazar d Assoicate Manager - Permits Attachment Law Department Approved TEMPORARY OCCUPANCY PERMIT Tracking #16-54784 THIS TEMPORARY OCCUPANCY PERMIT ("License"), is made to be effective , 2016, (the "Effective Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor") and CITY OF RENTON, a Washington corporation ("Licensee"). In consideration of the mutual covenants contained herein, the parties agree to the following: GENERAL 1. Grant of License. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and estates of third parties, including, without limitation, any leases, use rights, easements, liens, or other encumbrances, and upon the terms and conditions set forth below, to temporarily occupy, in strict accordance with the drawings and specifications approved by Licensor as part of Licensee's application process (the "Drawings and Specifications"), for the purposes specified in Section 4 below, Licensor's rail corridor at or near Renton, County of King, State of Washington, Line Segment 0405, Mile Post 2.90 as shown on the attached Drawing No. 66438, dated April 1, 2016, attached hereto as Exhibit "A", and incorporated herein by reference (the "Premises"). 2. Term. This License shall commence on the Effective Date and shall continue for a period of eight (8) months, subject to prior termination as hereinafter described. 3. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees, licensees, easement beneficiaries or lien holders, if any, or interfere with the use of such improvements. 4. Use. Licensee shall use Premises exclusively as a site to replace an existing City of Renton manhole and rehabilitate an existing sewer. Licensee shall not use the Premises for any other purpose. 5. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises or permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without Licensor's prior written consent. COMPENSATION 6. License Fee. Licensee shall pay Licensor, prior to the Effective Date, the sum of One Thousand, Three Hundred and No/100 Dollars ($1,300) as compensation for the use of the Premises. 7. Costs and Expenses. 7.1 For the purpose of this License, "cost" or "costs" and "expense" or "expenses" includes, but is not limited to, actual labor and material costs including all assignable additives, and material and supply costs at current value where used. 7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below) for all costs and expenses incurred by Licensor in connection with Licensee's use of the Premises, including but not limited to the furnishing of Licensor's flaggers and any vehicle rental costs incurred. Licensee shall bear the cost of flagger services and other safety measures provided by Licensor, when deemed necessary by Licensor's representative. Flagging costs shall include, but not be limited to, the following: pay for at least an eight (8) hour basic day with time and one-half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid holidays (as applicable); railway and unemployment insurance; public liability and property damage insurance; health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for railway labor or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may increase flagging rates. Flagging rates in effect at the time of performance by the flaggers will be used to calculate the flagging costs pursuant to this Section 7. 8. Payment Terms. All invoices are due thirty (30) days after the date of invoice. If Licensee fails to pay any monies due to Licensor within thirty (30) days after the invoice date, then Licensee shall pay interest on such unpaid sum from the due date until paid at an annual rate equal to the lesser of (i) the prime rate last published Form 431; Rev. 20140801 -1- Law Department Approved Tracking #16-54784 in The Wall Street Journal in the preceding December plus two and one-half percent (2Y%), or (ii) the maximum rate permitted by law. LICENSOR'S RESERVED RIGHTS 9. Reserved Rights of Use. Licensor excepts and reserves the right, to be exercised by Licensor and any other parties who may obtain written permission or authority from Licensor: 9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication pipelines/cables and appurtenances and other facilities or structures of like character upon, over, under or across the Premises existing as of the Effective Date; 9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities, structures and related appurtenances upon, over, under or across the Premises; or 9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided Licensor uses all commercially reasonable efforts to avoid material interference with the use of the Premises by Licensee for the purpose specified in Section 4 above. LICENSEE'S OPERATIONS 10. Use of the Premises. 10.1 Licensee shall notify Licensor's Roadmaster, Daniel Baker at 2454 Occidental Ave S, Ste. 21), Seattle, WA 98134, telephone (206) 625-6462, or email daniel.baker2@bnsf.com at least ten (10) business days prior to entering the Premises. In the event of emergency, Licensee shall notify Licensor of Licensee's entry onto the Premises at the telephone number above as soon as practicable and shall promptly thereafter follow up with written notice of such entry. 10.2 Licensee's on -site supervisors shall retain/maintain a fully executed copy of this License at all times while on the Premises. 10.3 While on the Premises, Licensee shall use only public roadways to cross from one side of Licensor's tracks to the other. 10.4 Any contractors or subcontractors performing work on the Premises, or entering the Premises on behalf of Licensee shall be deemed servants and agents of Licensee for purposes of this License. 10.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity using mechanized equipment and/or machinery, or place or store any mechanized equipment, tools or other materials, within twenty-five (25) feet of the centerline of any railroad track on the Premises unless Licensee has obtained prior written approval from Licensor. Licensee shall, at its sole cost and expense, perform all activities on and about the Premises in such a manner as not at any time endanger or interfere with (i) the existence or use of present or future tracks, roadbeds or property of Licensor, (ii) the safe operation and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. If ordered to cease using the Premises at any time by Licensor's personnel due to any hazardous condition, Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that Licensor has no duty or obligation to monitor Licensee's use of the Premises to determine the safe nature thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe. Neither the exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the liability allocation provided by this License. LIABILITY AND INSURANCE 11. Liability and Indemnification. 11.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies, partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and agents; (b) "Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, Form 431; Rev. 20140801 -2- Law Department Approved Tracking #16-54784 causes of action, suits, demands, judgments, and expenses (including, without limitation, court costs, reasonable attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs) environmental or otherwise; and (c) "Licensee Parties" means Licensee or Licensee's officers, agents, invitees, licensees, employees, or contractors, or any party directly or indirectly employed by any of them, or any party they control or exercise control over. 11.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR, FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND, OR DESCRIPTION DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO (IN WHOLE OR IN PART): 11.2.1 THIS LICENSE, INCLUDING, WITHOUTLIMITATION, ITS ENVIRONMENTAL PROVISIONS, 11.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE, 11.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES, 11.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR CONTRIBUTED TO BY LICENSEE, OR 11.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY. 11.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES ANY AND ALL CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR IS A GENERATOR, OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED ("CERCLA") OR OTHER ENVIRONMENTAL LAWS (DEFINED BELOW). LICENSEE WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL SUCH CLAIMS. NOTHING IN THIS LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR THE ENVIRONMENTAL CONDITION OF THE PREMISES. 11.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF ANY INDEMNITEE, TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE. 11.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR STRICT LIABILITY OF ANY INDEMNITEE. 11.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other proceeding brought against any Indemnitee by any entity, relating to any matter covered by this Form 431; Rev. 20140801 -3- Law Department Approved Tracking #16-54784 License for which Licensee has an obligation to assume liability for andior save and hold harmless any Indemnitee. Licensee shall pay all costs and expenses incident to such defense, including, but not limited to, reasonable attorneys' fees, investigators' fees, litigation and appeal expenses, settlement payments, and amounts paid in satisfaction of judgments. 12. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY, AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF, WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 13. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the life of this License the following insurance coverage: 13.1 Commercial General Liability Insurance. This insurance shall contain broad form contractual liability with a combined single limit of a minimum of $2,000,000 each occurrence and an aggregate limit of at least $4,000,000 but in no event less than the amount otherwise carried by Licensee. Coverage must be purchased on a post 2004 ISO occurrence or equivalent and include coverage for, but not limited to, the following: • Bodily Injury and Property Damage • Personal Injury and Advertising Injury • Fire legal liability ■ Products and completed operations This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: • The definition of insured contract shall be amended to remove any exclusion or other limitation for any work being done within 50 feet of railroad property. • Waiver of subrogation in favor of and acceptable to Licensor. ■ Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle Brokerage, Inc. ■ Separation of insureds. • The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. It is agreed that the workers' compensation and employers' liability related exclusions in the Commercial General Liability Insurance policy(s) required herein are intended to apply to employees of the policy holder and shall not apply to Licensor's employees. No other endorsements limiting coverage may be included on the policy. 13.2 Business Automobile Insurance. This insurance shall contain a combined single limit of at least $1,000,000 per occurrence, and include coverage for, but not limited to the following: • Bodily injury and property damage. ■ Any and all vehicles owned, used or hired. This policy shall also contain the following endorsements, which shall be indicated on the certificate of insurance: • Waiver of subrogation in favor of and acceptable to Licensor. • Additional insured endorsement in favor of and acceptable to Licensor. ■ Separation of insureds. ■ The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. 13.3 Workers' Compensation and Employers' Liability Insurance. This insurance shall include coverage for, but not limited to: Licensee's statutory liability under the workers' compensation laws of the state(s) in which the services are to be performed. If optional under state laws, the insurance must cover all employees anyway. Form 431; Rev. 20140801 -4- Law Department Approved Tracking #16-54784 • Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease policy limit, $500,000 by disease each employee. This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: ■ Waiver of subrogation in favor of and acceptable to Licensor. 13.4 Railroad Protective Liability Insurance. This insurance shall name only Licensor as the Insured with coverage of at least $2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained under this policy shall only be effective during the initial installation and/or construction of the site. If further maintenance of the site is needed at a later date, an additional Railroad Protective Liability Insurance Policy shall be required. The policy shall be issued on a standard ISO form CG 00 35 12 03 and include the following: • Endorsed to include the Pollution Exclusion Amendment. • Endorsed to include the Limited Seepage and Pollution Endorsement. • Endorsed to include Evacuation Expense Coverage Endorsement. • No other endorsements restricting coverage may be added. • The original policy must be provided to Licensor prior to performing any work or services under this License. • Definition of "Physical Damage to Property" shall be endorsed to read: "means direct and accidental loss of or damage to all property owned by any named insured and all property in any named insured's care, custody and control arising out of the acts or omissions of the contractor named on the Declarations." In lieu of providing a Railroad Protective Liability Policy, for a period of one (1) year from the Effective Date, Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as above. The cost is $725. I( I elect to participate in Licensor's Blanket Policy; ❑ 1 elect not to participate in Licensor's Blanket Policy. 13.5 Intentionally deleted. 13.6 Other Requirements: 13.6.1 Where allowable by law, all policies (applying to coverage listed above) shall contain no exclusion for punitive damages. 13.6.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against Licensor. In addition, Licensee's insurers, through the terms of the policy or a policy endorsement, must waive their right of subrogation against Licensor for all claims and suits, and the certificate of insurance must reflect the waiver of subrogation endorsement. Licensee further waives its right of recovery, and its insurers must also waive their right of subrogation against Licensor for loss of Licensee's owned or leased property, or property under Licensee's care, custody, or control. 13.6.3 Licensee is not allowed to self -insure without the prior written consent of Licensor. If granted by Licensor, any self -insured retention or other financial responsibility for claims shall be covered directly by Licensee in lieu of insurance. Any and all Licensor liabilities that would otherwise, in accordance with the provisions of this License, be covered by Licensee's insurance will be covered as if Licensee elected not to include a self -insured retention or other financial responsibility for claims. 13.6.4 Prior to entering the Premises, Licensee shall furnish to Licensor an acceptable certificate(s) of insurance including an original signature of the authorized representative evidencing the required coverage, endorsements, and amendments. Licensee shall notify Licensor in writing Form 431; Rev. 20140801 -5- Law Department Approved Tracking #16-54784 at least 30 days prior to any cancellation, non -renewal, substitution, or material alteration. In the event of a claim or lawsuit involving Licensor arising out of this License, Licensee will make available any required policy covering such claim or lawsuit. 13.6.5 Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. 13.6.6 If coverage is purchased on a "claims made" basis, Licensee hereby agrees to maintain coverage in force for a minimum of three years after expiration or termination of this License. Annually, Licensee agrees to provide evidence of such coverage as required hereunder. 13.6.7 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance agents)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this License. Allocated Loss Expense shall be in addition to all policy limits for coverages referenced above. 13.6.8 Not more frequently than once every five years, Licensor may reasonably modify the required insurance coverage to reflect then -current risk management practices in the railroad industry and underwriting practices in the insurance industry. 13.6.9 If any portion of the operation is to be subcontracted by Licensee, Licensee shall require that the subcontractor shall provide and maintain insurance coverages as set forth herein, naming Licensor as an additional insured, and shall require that the subcontractor shall release, defend and indemnify Licensor to the same extent and under the same terms and conditions as Licensee is required to release, defend and indemnify Licensor herein. 13.6.10 Failure to provide evidence as required by this Section 13 shall entitle, but not require, Licensor to terminate this License immediately. Acceptance of a certificate that does not comply with this Section shall not operate as a waiver of Licensee's obligations hereunder. 13.6.11 The fact that insurance (including, without limitation, self-insurance) is obtained by Licensee shall not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this License. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. 13.6.12 These insurance provisions are intended to be a separate and distinct obligation on the part of the Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby regardless of whether or not indemnity provisions are determined to be enforceable. 13.6.13 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe, LLC", "BNSF Railway Company" and the subsidiaries, successors, assigns and affiliates of each. COMPLIANCE WITH LAWS, REGULATIONS, AND ENVIRONMENTAL MATTERS 14. Compliance with Laws, Rules, and Regulations. 14.1 Licensee shall observe and comply with any and all laws, statutes, regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction ("Legal Requirements") relating to Licensee's use of the Premises. 14.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s) to comply with all of Licensor's applicable safety rules and regulations. Licensee must ensure that each of its employees, contractors, agents or invitees entering upon the Premises completes the safety orientation program at the website "www.BNSFcontractor.com" (the "Safety Orientation") within one (1) year prior to entering upon the Premises. Additionally, Licensee must ensure that each and every employee of Licensee, its contractors, agents and invitees possess a card certifying completion of the Safety Orientation prior to entering upon the Premises. Licensee must renew the Safety Orientation annually. Form 431; Rev. 20140801 -6- Law Department Approved 15. Environmental. Tracking #16-54784 15.1 Licensee shall strictly comply with aii federal, state and iocal environmental Legal Requirements and regulations in its use of the Premises, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials Transportation Act, and CERCLA (collectively referred to as the "Environmental Laws"). Licensee shall not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous substances, as defined by Environmental Laws on or about the Premises. 15.2 Licensee covenants that it will not handle or transport "hazardous waste" or "hazardous substances", as "hazardous waste" and "hazardous substances" may now or in the future be defined by any federal, state, or local governmental agency or body; through or on Licensor's property. Licensee agrees periodically to furnish Licensor with proof, satisfactory to Licensor that Licensee is in compliance with the provisions of this Section 15.2. 15.3 Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at (800) 832- 5452 of any known (i) release of hazardous substances on, from, or affecting the Premises, (ii) violation of Environmental Laws, or (iii) inspection or inquiry by governmental authorities charged with enforcing Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to promptly respond to any release on, from, or affecting the Premises. Licensee also shall give Licensor immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. 15.4 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in any way with respect to the replacement of the existing City of Renton sewer manhole and rehabilitation of an existing sewer which occurred or may occur during the term of this License, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or Licensor's right-of-way. 15.5 Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known to Licensee which create a risk of harm to persons, property or the environment and shall take whatever action is necessary to prevent injury to persons, property, or the environment arising out of such conditions or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any obligation whatsoever imposed on it by this License. Licensee shall promptly respond to Licensor's request for information regarding said conditions or activities. DISCALIMER OF WARRANTIES 16. No Warranties. 16.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR WHICH MAY EXIST BY OPERATION OF LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 16.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER RIGHTS GRANTED HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S CONSTRUCTION, MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE SITE WILL VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY LEASES, USE RIGHTS, EASEMENTS AND LIENS OF ANY THIRD PARTY. Form 431; Rev. 20140801 -7- Law Department Approved Tracking #16-54784 17. Disclaimer of Warranty for Quiet Enjoyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PREMISES NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO COVENANT OF QUIET ENJOYMENT IS MADE. 18. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or claiming any interest in the Premises, or by the abandonment by Licensor of the affected rail corridor, Licensor shall not be liable (i) to refund Licensee any compensation paid hereunder, except for the pro-rata part of any recurring charge paid in advance, or (ii) for any damage Licensee sustains in connection with the eviction. DEFAULT, TERMINATION, AND SURRENDER 19. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 13, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 19.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 21 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 13. 19.2 Should Licensee not comply fully with the obligations of Section 15 regarding the handling or transporting of hazardous waste or hazardous material, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice of termination upon Licensee. 19.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedy set forth in this Section 19 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 19.4 In addition to and not in limitation of Licensors rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof. 20. Surrender of the Premises. 20.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost and expense: 20.1.1 remove all of its equipment from the Premises; 20.1.2 report and restore any damage to the Premises or Licensor's other property arising from, growing out of, or connected with Licensee's use of the Premises; 20.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee; and 20.1.4 leave the Premises in the condition which existed as of the Effective Date of this License. 20.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to Licensor or if Licensee fails to complete its obligations under Section 20.1 above (the "Restoration Obligations"), Licensee shall have a limited license to enter upon the Premises solely to the extent necessary for Licensee to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder shall continue in effect until the Premises are surrendered and the Restoration Form 431; Rev. 20140801 -8- Law Department Approved Tracking #16-54784 Obligations are completed. Neither termination nor expiration shall release Licensee from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination, or, if later, the date when Licensee surrenders the Premises and all of the Restoration Obligations are completed. 20.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of such termination of its tenancy, then Licensor may, at its election, either: (i) remove any other Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty (30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to Licensee, take and hold any other Improvements and personal property as its sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so restore. Further, if Licensor has consented to the other Improvements remaining on the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in a form acceptable to Licensor conveying other Improvements to Licensor. MISCELLANEOUS 21. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and assigns of Licensor and Licensee to the same extent as if each such successor and assign was named a party to this License. 21. Assignment. 21.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or interest herein (either voluntarily or by operation of law, merger, or otherwise) without the prior written consent of Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted assignment by Licensee in violation of this Section 21 shall be a breach of this License and, in addition, shall be voidable by Licensor in its sole and absolute discretion. 21.2 For purposes of this Section 21, the word "assign" shall include without limitation (a) any sale of the equity interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity interests of Licensee, (b) any sale of all or substantially all of the assets of (i) Licensee and (J) to the extent such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization, recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any reorganization, recapitalization, merger or consolidation following which the equity interest holders of Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly or indirectly, at least fifty percent (50%) of the combined voting power of the outstanding voting equity interests of Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN LICENSOR'S SOLE DISCRETION. 21.3 Notwithstanding the provisions of Section 21.1 above or anything contained in this License to the contrary, if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of the provisions of this License (a "Purported Assignment") to another party (a "Purported Transferee"), the Purported Transferee's enjoyment of the rights and privileges granted under this License shall be deemed to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this License, including but not limited to the obligation to comply with the provisions of Section 13 above concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee, for itself, its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related to (in whole or in part) a Purported Assignment. 21.4 The provisions of this Section 21 shall survive the expiration or earlier termination of this License 22. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if (i) Form 431; Rev. 20140801 Moll Law Department Approved Tracking #16-54784 placed in the United States mail, certified, return receipt requested, or (ii) deposited into the custody of a nationally recognized overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to such other address as the party to be notified may designate by giving the other party no less than thirty (30) days' advance written notice of such change in address. If to Licensor: Jones Lang LaSalle Brokerage, Inc. 4300 Amon Carter Blvd., Suite 100 Fort Worth, TX 76155 Attn: Permits/Licenses with a copy to: BNSF Railway Company 2301 Lou Menk Dr. — GOB-3W Fort Worth, TX 76131 Attn: Senior Manager Real Estate If to Licensee: City of Renton Renton City Hall — 5th Floor 1055 South Grady Way Renton, WA 98057 23. Survival. Neither termination nor expiration will release either party from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration, or, if later, the date when the Premises are restored to its condition as of the Effective Date. 24. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public record. 25. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions. 26. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License. 27. Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the parties hereto relating to Licensee's use of the Premises as described herein. However, nothing herein is intended to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in any prior written agreement between the parties. 28. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 29. Waiver. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. 30. Interpretation. 30.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based upon the source of the draftsmanship; both parties hereby agree that this License shall not be subject to the principle that a contract would be construed against the party which drafted the same. Article titles, headings to sections and paragraphs and the table of contents (if any) are inserted for convenience of reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The exhibit or exhibits referred to herein shall be construed with and as an integral part of this License to the same extent as if they were set forth verbatim herein. Form 431: Rev. 20140801 -10- Law Department Approved Tracking #16-54784 30.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import; "writing", "written" and comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible form; references to any person are also to that person's successors and permitted assigns; "hereof", "herein", "hereunder" and comparable terms refer to the entirety hereof and not to any particular article, section, or other subdivision hereof or attachment hereto; references to any gender include references to the masculine or feminine as the context requires; references to the plural include the singular and vice versa; and references to this License or other documents are as amended, modified or supplemented from time to time. 32. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original but which together shall constitute one and the same instrument, and the signature pages from any counterpart may be appended to any other counterpart to assemble fully executed documents, and counterparts of this License may also be exchanged via email or electronic facsimile machines and any email or electronic facsimile of any party's signature shall be deemed to be an original signature for all purposes. 33. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF Railway Company. END OF PAGE — SIGNATURE PAGE FOLLOWS Form 431; Rev. 20140801 - 11 - Law Department Approved Tracking #16-54784 This License has been duly executed by the parties hereto as of the date below each party's signature; to be effective, however, as of the Effective Date. LICENSOR: BNSF Railway Company, a Delaware corporation By: Jones Lang LaSalle Brokerage, Inc., 4300 Amon Carter Blvd, Suite 100 Fort Worth, TX 76155 By: Ed Darter Title: Sr. Vice President - National Accounts Date: LICENSEE: CITY OF RENTON, a Washington corporation Renton City Hall — 5t" Floor 1055 South Grady Way Renton, WA 98057 By: Title: Date: Form 431; Rev. 20140801 -12- COORDINATE SYSTEM WA N TRACKING NO 16-54784 EXHIBIT "A" ATTACHED TO CONTRACT BETWEEN BNSF RAILWAY COMPANY AND CITY OF RENTON ALE: 1 IN.= 100 FT. )RTHWEST DIV. ATTLE SUB SPUR SUBDIV L.S. 0405 TE 04/01/2016 IV 4th Si eon MP 2.90. / / -122.195016,'47.488448 �r N Marlon St i LEGEND: PREMISES [�::] RIGHT OF WAY LINE — TRACK AT RENTON COUNTY OF KING 900 ri SECTION: 8,17 TOWNSHIP: 23N RANGE: 5E MERIDAN: WILLM 41 ,1O q 0 2` Sourcg fik"sri Digital6fobe, "Eye, Earthslar ('se'ograptmcs. GNFVt'iEbusDS.ilIpATN1SGS,rAEX, Getmapping, Ae7-ogrid. IGN..rGP svrisstoxpo; arrc3'the `G S lMsgr Edmrnu 'l ity DESCRIPTION: A PARCEL OF LAND CONTAINING A TOTAL OF 4,525 SO FT. (0.1 A.C.) MORE OR LESS SHOWN HATCHED. TO BE USED TO REPLACE AN EXISTING CITY OF RENTON SEWER MANHOLE AND REHABILITATE AN EXISTING SEWER. STATE OF WA AM M DRAWING NO.66438 -10 ` U.S. BANK OF WASHINGTON 199 RENTON BRANCH 1250 1 CITY;OF RENTON ACCOUNTS PAYABLE GRADYNYAY iaVENDOR �4saD3A'i3 t E-x f t S CHCKAMOUNT Ua �r� e� ui'/? i-NOMBEri� 012419 04/30%2015 338069 . ..INVOIOE.NUMBER - •. n_-, ..� ;.{DATE_ ;., .. �., ., �x fi -cti „h. _-.-,� ,a ,DESCRIPTIONi '� ,�.;',^, .- ... 1 --,_. -:-'NU ,rP:O.-NUMBER ,r }�?�y�-DiS000NT/RETAIN' ... ,_,:^ 14-50523 04/21/2015 Central Renton Sewer Interceptor 0.00 1,073.00 e 1,073.00 Law Department Approved Tracking #14-50523 TEMPORARY OCCUPANCY PERMIT THIS TEMPORARY OCCUPANCY PERMIT ("License"), is made to be effective , 2015, (the "Effective Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor") and CfTY OF RENTON, a Washington corporation ("Licensee"). In consideration of the mutual covenants contained herein, the parties agree to the following; GENERAL 1. Grant of License. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and estates of third parties, including, without limitation, any leases, use rights, easements, liens, or other encumbrances, and upon the terms and conditions set forth below, to temporarily occupy, in strict accordance with the drawings and specifications approved by Licensor as part of Licensee's application process (the "Drawings and Specifications"), for the purposes specified in Section 4 below, Licensor's rail corridor at or near Renton, County of King, State of Washington, Line Segment 0405, Mile Post 2.90 as shown on the attached Drawing No. 61359, dated July 14, 2014, attached hereto as Exhibit "A", and incorporated herein by reference (the "Premises"). 2. Term. This License shall commence on the Effective Date and shall continue for a period of six (6) months, subject to prior termination as hereinafter described. 3. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees, licensees, easement beneficiaries or lien holders, if any, or interfere with the use of such improvements. 4. Use. Licensee shall use Premises exclusively as a site to replace an existing manhole and rehabilitate an existing sewer. Licensee shall not use the Premises for any other purpose. 5. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises or permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without Licensor's prior written consent. COMPENSATION License Fee. Licensee shall pay Licensor, prior to the Effective Date, the sum of Four Thousand Seventy - Three and No/100 Dollars ($4,073) as compensation for the use of the Premises. Costs and Expenses. 7.1 For the purpose of this License, "cost" or "costs" and "expense" or "expenses" includes, but is not limited to, actual labor and material costs including all assignable additives, and material and supply costs at current value where used. 7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below) for all costs and expenses.incurred by Licensor in connection with Licensee's use of the Premises, including but not limited to the furnishing of Licensor's flaggers and any vehicle rental costs incurred. Licensee shall bear the cost of flagger services and other safety measures provided by Licensor, when deemed necessary by Licensor's representative. Flagging costs shall include, but not be limited to, the following: pay for at least an eight (8) hour basic day with time and one-half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid holidays (as applicable); railway and unemployment insurance; public liability and property damage insurance; health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for railway labor or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may increase flagging rates. Flagging rates in effect at the time of performance by the flaggers will be used to calculate the flagging costs pursuant to this Section 7. Payment Terms. All invoices are due thirty (30) days after the date of invoice. If Licensee fails to pay any monies due to Licensor within thirty (30) days after the invoice date, then Licensee shall pay interest on such unpaid sum from the due date until paid at an annual rate equal to the lesser of (i) the prime rate last Form 431; Rev. 20140801 1- Law Department Approved Tracking #14-50523 published in The Wall Street Journal in the preceding December plus two and one-half percent (2%%), or (ii) the maximum rate permitted by law. LICENSOR'S RESERVED RIGHTS Reserved Rights of Use. Licensor excepts and reserves the right, to be exercised by Licensor and any other parties who may obtain written permission or authority from Licensor: 9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication pipe/lines/cables and appurtenances and other facilities or structures of like character upon, over, under or across the Premises existing as of the Effective Date; 9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities, structures and related appurtenances upon, over, under or across the Premises; or 9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided Licensor uses all commercially reasonable efforts to avoid material interference with the use of the Premises by Licensee for the purpose specified in Section 4 above. LICENSEE'S OPERATIONS 10. Use of the Premises. 10.1 Licensee shall notify Licensor's Roadmaster, Daniel Baker at 2454 Occidental Ave S, Seattle, WA 98134, telephone (206) 625-6462, at least ten (10) business days prior to entering the Premises. In the event of emergency, Licensee shall notify Licensor of Licensee's entry onto the Premises at the telephone number above as soon as practicable and shall promptly thereafter follow up with written notice of such entry. 10.2 Licensee's on -site supervisors shall retain/maintain a fully executed copy of this License at all times while on the Premises. 10.3 While on the Premises, Licensee shall use only public roadways to cross from one side of Licensor's tracks to the other. 10.4 Any contractors or subcontractors performing work on the Premises, or entering the Premises on behalf of Licensee shall be deemed servants and agents of Licensee for purposes of this License. 10.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity using mechanized equipment and/or machinery, or place or store any mechanized equipment, tools or other materials, within twenty-five (25) feet of the centerline of any railroad track on the Premises unless Licensee has obtained prior written approval from Licensor. Licensee shall, at its sole cost and expense, perform all activities on and about the Premises in such a manner as not at any time endanger or interfere with (i) the existence or use of present or future tracks, roadbeds or property of Licensor, (ii) the safe operation and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. If ordered to cease using the Premises at any time by Licensor's personnel due to any hazardous condition, Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that Licensor has no duty or obligation to monitor Licensee's use of the Premises to determine the safe nature thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe. Neither the exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the liability allocation provided by this License. LIABILITY AND INSURANCE 11. Liability and Indemnification. 11.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies, partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and agents; (b) "Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes of action, suits, demands, judgments, and expenses (including, Form 431; Rev. 20140801 •2- Law Department Approved Tracking #14-50523 without limitation, court costs, reasonable attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs) environmental or otherwise; and (c) "Licensee Parties" means Licensee or Licensee's officers, agents, invitees, licensees, employees, or contractors,.or any party directly or indirectly employed by any of them, or any party they control or exercise control over. 11.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR, FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND, OR DESCRIPTION DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO (IN WHOLE OR IN PART): 11.2.1 THIS LICENSE, INCLUDING, WITH OUTLIMITATION, ITS ENVIRONMENTAL PROVISIONS, 11.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE. 11.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES, 11.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR CONTRIBUTED TO BY LICENSEE, OR 11.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY. 11.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES ANY AND ALL CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR IS A GENERATOR, OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED ("CERCLA") OR OTHER ENVIRONMENTAL LAWS (DEFINED BELOW). LICENSEE WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL SUCH CLAIMS. NOTHING IN THIS LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR THE ENVIRONMENTAL CONDITION OF THE PREMISES. 11.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF ANY INDEMNITEE, TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE. 11.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR STRICT LIABILITY OF ANY INDEMNITEE. Form 431; Rev. 20140801 -3- Law Department Approved Tracking 414-50523 11.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other proceeding brought against any Indemnitee by any entity, relating to any matter covered by this License for which Licensee has an obligation to assume liability for and/or save and hold harmless any Indemnitee. Licensee shall pay all costs and expenses incident to such defense, including, but not limited to, reasonable attorneys' fees, investigators' fees, litigation and appeal expenses, settlement payments, and amounts paid in satisfaction of judgments. 12. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY, AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF, WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 13. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the life of this License the following insurance coverage: 13.1 Commercial General Liability Insurance. This insurance shall contain broad form contractual liability with a combined single limit of a minimum of $2,000,000 each occurrence and an aggregate limit of at least $4,000,000 but in no event less than the amount otherwise carried by Licensee. Coverage must be purchased on a post 2004 ISO occurrence or equivalent and include coverage for, but not limited to, the following: • Bodily Injury and Property Damage ■ Personal Injury and Advertising Injury ■ Fire legal liability • Products and completed operations This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: • The definition of insured contract shall be amended to remove any exclusion or other limitation for any work being done within 50 feet of railroad property. • Waiver of subrogation in favor of and acceptable to Licensor. • Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle Brokerage, Inc. ■ Separation of insureds. The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. It is agreed that the workers' compensation and employers' liability related exclusions in the Commercial General Liability Insurance policy(s) required herein are intended to apply to employees of the policy holder and shall not apply to Licensor's employees. No other endorsements limiting coverage may be included on the policy. 13.2 Business Automobile Insurance. This insurance shall contain a combined single limit of at least $1,000,000 per occurrence, and include coverage for, but not limited to the following: • Bodily injury and property damage. ■ Any and all vehicles owned, used or hired. This policy shall also contain the following endorsements, which shall be indicated on the certificate of insurance: • Waiver of subrogation in favor of and acceptable to Licensor. • Additional insured endorsement in favor of and acceptable to Licensor. Separation of insureds. • The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. Farm 431; Rev. 20140801 -4- Law Department Approved Tracking #14-50523 13.3 Workers' Com Densation and Employers' Liability Insurance. This insurance shall include coverage for, but not limited to: • Licensee's statutory liability under the workers' compensation laws of the state(s) in which the services are to be performed. If optional under state laws, the insurance must cover all employees anyway. • Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease policy limit, $500,000 by disease each employee. This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: ■ Waiver of subrogation in favor of and acceptable to Licensor. 13.4 Railroad Protective Liability Insurance. This insurance shall name only Licensor as the Insured with coverage of at least $2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained under this policy shall only be effective during the initial installation and/or construction of the rehabilitation of the existing sewer. If further maintenance of the sewer is needed at a later date, an additional Railroad Protective Liability Insurance Policy shall be required. The policy shall be issued on a standard ISO form CG 00 35 12 03 and include the following: • Endorsed to include the Pollution Exclusion Amendment. • Endorsed to include the Limited Seepage and Pollution Endorsement. ■ Endorsed to include Evacuation Expense Coverage Endorsement. • No other endorsements restricting coverage may be added. The original policy must be provided to Licensor prior to performing any work or services under this License. • Definition of "Physical Damage to Property" shall be endorsed to read: "means direct and accidental loss of or damage to all property owned by any named insured and all property in any named insured's care, custody and control arising out of the acts or omissions of the contractor named on the Declarations." In lieu of providing a Railroad Protective Liability Policy, for a period of one (1) year from the Effective Date, Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as above. The cost is $725. I elect to participate in Licensor's Blanket Policy; u I elect not to participate in Licensor's Blanket Policy. 13.5 Pollution Legal Liability (PILL) Insurance. Intentionally deleted, not needed for this permit. 13.6 Other Requirements: 13.6.1 Where allowable by law, all policies (applying to coverage listed above) shall contain no exclusion for punitive damages. 13.6.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against Licensor. In addition, Licensee's insurers, through the terms of the policy or a policy endorsement, must waive their right of subrogation against Licensor for all claims and suits, and the certificate of insurance must reflect the waiver of subrogation endorsement. Licensee further waives its right of recovery, and its insurers must also waive their right of subrogation against Licensor for loss of Licensee's owned or leased property, or property under Licensee's care, custody, or control. 13.6.3 Licensee is not allowed to self -insure without the prior written consent of Licensor. If granted by Licensor, any self -insured retention or other financial responsibility for claims shall be covered directly by Licensee in lieu of insurance. Any and all Licensor liabilities that would otherwise, in accordance with the provisions of this License, be covered by Form 431; Rev. 20140801 5- Law Department Approved Tracking #14-50523 Licensee's insurance will be covered as if Licensee elected not to include a self -insured retention or other financial responsibility for claims. 13.6.4 Prior to entering the Premises, Licensee shall furnish to Licensor an acceptable certificate(s) of insurance including an original signature of the authorized representative evidencing the required coverage, endorsements, and amendments. Licensee shall notify Licensor in writing at least 30 days prior to any cancellation, non -renewal, substitution, or material alteration. In the event of a claim or lawsuit involving Licensor arising out of this License, Licensee will make available any required policy covering such claim or lawsuit. 13.6.5 Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. 13.6.6 If coverage is purchased on a "claims made" basis, Licensee hereby agrees to maintain coverage in force for a minimum of three years after expiration or termination of this License. Annually, Licensee agrees to provide evidence of such coverage as required hereunder. 13.6.7 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this License. Allocated Loss Expense shall be in addition to all policy limits for coverages referenced above. 13.6.8 Not more frequently than once every five years, Licensor may reasonably modify the required insurance coverage to reflect then -current risk management practices in the railroad industry and underwriting practices in the insurance industry. 13.6.9 If any portion of the operation is to be subcontracted by Licensee, Licensee shall require that the subcontractor shall provide and maintain insurance coverages as set forth herein, naming Licensor as an additional insured, and shall require that the subcontractor shall release, defend and indemnify Licensor to the same extent and under the same terms and conditions as Licensee is required to release, defend and indemnify Licensor herein. 13.6.10 Failure to provide evidence as required by this Section 13 shall entitle, but not require, Licensor to terminate this License immediately. Acceptance of a certificate that does not comply with this Section shall not operate as a waiver of Licensee's obligations hereunder. 13.6.11 The fact that insurance (including, without limitation, self-insurance) is obtained by Licensee shall not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this License. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. 13.6.12 These insurance provisions are intended to be a separate and distinct obligation on the part of the Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby regardless of whether or not indemnity provisions are determined to be enforceable. 13.6.13 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe, LLC", "BNSF Railway Company" and the subsidiaries, successors, assigns and affiliates of each. COMPLIANCE WITH LAWS. REGULATIONS AND ENVIRONMENTAL MATTERS 14. Compliance with Laws Rules and Regulations. 14.1 Licensee shall observe and comply with any and all laws, statutes, regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction ("Legal Requirements") relating to Licensee's use of the Premises. Form 431; Rev. 20140801 6- Law Department Approved Tracking #14-50523 14.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s) to comply with all of Licensor's applicable safety rules and regulations. Licensee must ensure that each of its employees, contractors, agents or invitees entering upon the Premises completes the safety orientation program at the website "www.BNSFcontractor.com" (the "Safety Orientation") within one (1) year prior to entering upon the Premises. Additionally, Licensee must ensure that each and every employee of Licensee, its contractors, agents and invitees possess a card certifying completion of the Safety Orientation prior to entering upon the Premises. Licensee must renew the Safety Orientation annually. 15. Environmental. 15.1 Licensee shall strictly comply with all federal, state and local environmental Legal Requirements and regulations in its use of the Premises, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials Transportation Act, and CERCLA (collectively referred to as the "Environmental Laws"). Licensee shall not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous substances, as defined by Environmental Laws on or about the Premises. 15.2 Licensee covenants that it will not handle or transport "hazardous waste" or "hazardous substances", as "hazardous waste" and "hazardous substances" may now or in the future be defined by any federal, state, or local governmental agency or body; through or on Licensors' property. Licensee agrees periodically to furnish Licensor with proof, satisfactory to Licensor that Licensee is in compliance with the provisions of this Section 15.2. 15.3 Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at (800) 832-5452 of any known (i) release of hazardous substances on, from, or affecting the Premises, (ii) violation of Environmental Laws, or (iii) inspection or inquiry by governmental authorities charged with enforcing Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to promptly respond to any release on, from, or affecting the Premises. Licensee also shall give Licensor immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. 15.4 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in any way with respect to the site which occurred or may occur during the term of this License, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or Licensor's right-of-way. 15.5 Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known to Licensee which create a risk of harm to persons, property or the environment and shall take whatever action is necessary to prevent injury to persons, property, or the environment arising out of such conditions or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any obligation whatsoever imposed on it by this License. Licensee shall promptly respond to Licensor's request for information regarding said conditions or activities. DISCALIMER OF WARRANTIES 16. No Warranties. 16.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR WHICH MAY EXIST BY OPERATION OF LAW OR IN EQUITY, INCLUDING, Form 431; Rev. 20140801 7. Law Department Approved Tracking #14-50523 WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 16.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER RIGHTS GRANTED HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S CONSTRUCTION, MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE SITE WILL VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY LEASES, USE RIGHTS, EASEMENTS AND LIENS OF ANY THIRD PARTY. 17. Disclaimer of Warranty for Quiet Enjoyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PREMISES NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO COVENANT OF QUIET ENJOYMENT IS MADE. 18. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or claiming any interest in the Premises, or by the abandonment by Licensor of the affected rail corridor, Licensor shall not be liable (i) to refund Licensee any compensation paid hereunder, except for the pro-rata part of any recurring charge paid in advance, or (ii) for any damage Licensee sustains in connection with the eviction. DEFAULT, TERMINATION AND SURRENDER 19. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 13, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 19.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 21 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 13. 19.2 Should Licensee not comply fully with the obligations of Section 15 regarding the handling or transporting of hazardous waste or hazardous material, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice of termination upon Licensee. 19.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedy set forth in this Section 19 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 19.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof. 20. Surrender of the Premises. Form 431; Rev. 20140801 -8- Law Department Approved Tracking #14-50523 20.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost and expense: 20.1.1 remove all of its equipment from the Premises; 20.1.2 report and restore any damage to the Premises or Licensor's other property arising from, growing out of, or connected with Licensee's use of the Premises; 20.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee; and 20.1.4 leave the Premises in the condition which existed as of the Effective Date of this License. 20.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to Licensor or if Licensee fails to complete its obligations under Section 20.1 above (the "Restoration Obligations"), Licensee shall have a limited license to enter upon the Premises solely to the extent necessary for Licensee to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder shall continue in effect until the Premises are surrendered and the Restoration Obligations are completed. Neither termination nor expiration shall release Licensee from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination, or, if later, the date when Licensee surrenders the Premises and all of the Restoration Obligations are completed. 20.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of such termination of its tenancy, then Licensor may, at its election, either: (i) remove the Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty (30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to Licensee, take and hold the improvements and personal property as its sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so restore. Further, if Licensor has consented to the Improvements remaining on the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in a form acceptable to Licensor conveying the Improvements to Licensor. MISCELLANEOUS 21. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and assigns of .Licensor and Licensee to the same extent as if each such successor and assign was named a party to this License. 21. Assignment. 21.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or interest herein (either voluntarily or by operation of law, merger, or otherwise) without the prior written consent of Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted assignment by Licensee in violation of this Section 21 shall be a breach of this License and, in addition, shall be voidable by Licensor in its sole and absolute discretion. 21.2 For purposes of this Section 21, the word "assign" shall include without limitation (a) any sale of the equity interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity interests of Licensee, (b) any sale of all or substantially all of the assets of,(i) Licensee and (ii) to the extent such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization, recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any reorganization, recapitalization, merger or consolidation following which the equity interest holders of Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly or indirectly, at least fifty percent (50%) of the combined voting power of the outstanding voting equity interests of Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND Form 431; Rev. 20140801 -9 Law Department Approved Tracking #14-50523 WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN LICENSOR'S SOLE DISCRETION. 21.3 Notwithstanding the provisions of Section 21.1 above or anything contained in this License to the contrary, if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of the provisions of this License (a "Purported Assignment") to another party (a "Purported Transferee"), the Purported Transferee's enjoyment of the rights and privileges granted under this License shall be deemed to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this License, including but not limited to the obligation to comply with the provisions of Section 13 above concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee, for itself, its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related to (in whole or in part) a Purported Assignment. 21.4 The provisions of this Section 21 shall survive the expiration or earlier termination of this License 22. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if (i) placed in the United States mail, certified, return receipt requested, or (ii) deposited into the custody of a nationally recognized overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to such other address as the party to be notified may designate by giving the other party no less than thirty (30) days' advance written notice of such change in address. If to Licensor: Jones Lang LaSalle Brokerage, Inc. 4300 Amon Carter Blvd., Suite 100 Fort Worth, TX 76155 Attn: Permits/Licenses with a copy to: BNSF Railway Company 2301 Lou Menk Dr. — GOB-3W Fort Worth, TX 76131 Attn: Senior Manager Real Estate If to Licensee: City of Renton Renton City Hall - 5th Floor 1055 South Grady Way Renton, WA 98057 23. Survival. Neither termination nor expiration will release either party from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration, or, if later, the date when the Premises are restored to its condition as of the Effective Date. 24. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public record. 25. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions. 26. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License. 27 Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the parties hereto relating to Licensee's use of the Premises as described herein. However, Form 431; Rev. 20140801 -10- Law Department Approved Tracking #14-50523 nothing herein is intended to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in any prior written agreement between the parties. 28. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 29. Waiver, The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. 30. Interpretation. 30.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based upon the source of the draftsmanship; both parties hereby agree that this License shall not be subject to the principle that a contract would be construed against the party which drafted the same. Article titles, headings to sections and paragraphs and the table of contents (if any) are inserted for convenience of reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The exhibit or exhibits referred to herein shall be construed with and as an integral part of this License to the same extent as if they were set forth verbatim herein. 30.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import; "writing", "written" and comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible form; references to any person are also to that person's successors and permitted assigns; "hereof', "herein", "hereunder" and comparable terms refer to the entirety hereof.and not to any particular article, section, or other subdivision hereof or attachment hereto; references to any gender include references to the masculine or feminine as the context requires; references to the plural include the singular and vice versa; and references to this License or other documents are as amended, modified or supplemented from time to time. 32. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original but which together shall constitute one and the same instrument, and the signature pages from any counterpart may be appended to any other counterpart to assemble fully executed documents, and counterparts of this License may also be exchanged via email or electronic facsimile machines and any email or electronic facsimile of any party's signature shall be deemed to be an original signature for all purposes. 33. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF Railway Company. END OF PAGE — SIGNATURE PAGE FOLLOWS 11Form 431; Rev. 20140801 - Law Department Approved Tracking #14-50523 This License has been duly executed by the parties hereto as of the date below each party's signature; to be effective, however, as of the Effective Date. LICENSOR: BNSF Railway Company, a Delaware corporation By: Jones Lang LaSalle Brokerage, Inc., 4300 Amon Carter Blvd, Suite 100 Fort Worth, TX 76155 By.- _ Ed Darter -- Title: Sr. Vice President-- National Accounts Date: LICENSEE: CITY OF RENTON a Washington corporation By: Renton City Hall - 5th Floor 1055 South Grady Way Renton, WA 9805 By: Title: Date: -12- t ,n � , a• _ f' t �F', r f � f �� �'/� ,�� ''f' s� r r ��? tip ,.� r hf t� y i,r f "mow u'y S �ry }� >,.. } .f {2�f7sS Ala. .+•. - `.,{�� "'1 { t. �Y�C7-��'�F�' .� � t �; r � - (� afa' �, . t s1 � � � j�:�y1/7/ J' `�x� F• �'l/ `'� L � �,:.�, '} ,»n � 1 �r � R k•_tir s }. ; �� � -.: �� �' t��` �L,r�re��ip, r`7. �r '. �' r,:�� 9 «�;,►t t F°�.�, t" `• 'a �`�t y: \l.' 4 1 a T�tJ e��t A y(��t 4r� fi �}"�tx a �'+�" �-4 ttyJ. � �r_ �e ti�i ,, '' / - t 1+ Y f {. �.G . •�,�, " s �� /her''.' �+l �}' *r �� �e �'i�„ �,�•j; {� �� r t�_�" - ` y t [ - � ��IJ f J a ♦� r "�titil t ;f L'3�. txT�A r .,54 t77 F �-�'��j- `=iaL i� i ren+ _r 1 ? � - } j� � ��1 c �,t S.�" � y s •• � i � Y o �z ���` t � n t v � fA ....,. r} a� �i�f � t u � r? 4 � �'}'jfi�e• � ? Fit Ji�'[��L"' • t 1 i }�yt'•>;s i � ��b _. � x , " ,. 4 t_. I�'` ,•' �1 n S ft ?`t ?"., S4"' ,;"°� y' • �, �^M r- +t- : 4 +<- �.. �� 1 o a•Ya i � a � t � ' � ,ff�� r ;S� r Jr f f` i � c ` $ >`�� . ^ jr { ��� '" a r t Y r `1J+ net °a� '�1 • 1y*� _ `�: ��- `(�'(�1,, YzV i'�� ��". r�t,�1��•i�'rt ..j - �,i. _.±h-`. 1. ite� ��� t ,4�, �f ♦ ���. r _'•_ S :`� ut�', 1•� jrrri i�r�c x �.tF r �` ��''fll r dirt i • `if�"F _ ,�tt % �-.`"'dh L,,j�i. ,-'J'•p�f��r � .e1''!'gt - e n :i 4� � ; �i;.. L:. ,:P-^_,.:` §: •r Y S 1 5. i yI'r)��_ (!a lti�w iI ytC �'}: ..t� •• iF'JY���! 1� _ {.,�'�'�.f'� .��-1� .�4•�.,f�ir :l'Y'I.I.��ii_e .� •�.. COPY Law Department Approved Tracking #16-54784 TEMPORARY OCCUPANCY PERMIT THIS TEMPORARY OCCUPANCY PERMIT ("License"), is made to be effective , 2016, (the "Effective Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor") and CITY OF RENTON, a Washington corporation ("Licensee"). In consideration of the mutual covenants contained herein, the parties agree to the following: GENERAL Grant of License. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and estates of third parties, including, without limitation, any leases, use rights, easements, liens, or other encumbrances, and upon the terms and conditions set forth below, to temporarily occupy, in strict accordance with the drawings and specifications approved by Licensor as part of Licensee's application process (the "Drawings and Specifications"), for the purposes specified in Section 4 below, Licensor's rail corridor at or near Renton, County of King, State of Washington, Line Segment 0405, Mile Post 2.90 as shown on the attached Drawing No. 66438, dated April 1, 2016, attached hereto as Exhibit "A", and incorporated herein by reference (the "Premises"). 2. Term. This License shall commence on the Effective Date and shall continue for a period of eight (8) months, subject to prior termination as hereinafter described. 3. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees, licensees, easement beneficiaries or lien holders, if any, or interfere with the use of such improvements. 4. Use. Licensee shall use Premises exclusively as a site to replace an existing City of Renton manhole and rehabilitate an existing sewer. Licensee shall not use the Premises for any other purpose. 5. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises or permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without Licensor's prior written consent. COMPENSATION License Fee. Licensee shall pay Licensor, prior to the Effective Date, the sum of One Thousand, Three Hundred and No/100 Dollars ($1,300) as compensation for the use of the Premises. Costs and Expenses. 7.1 For the purpose of this License, "cost" or "costs" and "expense" or "expenses" includes, but is not limited to, actual labor and material costs including all assignable additives, and material and supply costs at current value where used. 7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below) for all costs and expenses incurred by Licensor in connection with Licensee's use of the Premises, including but not limited to the furnishing of Licensor's flaggers and any vehicle rental costs incurred. Licensee shall bear the cost of flagger services and other safety measures provided by Licensor, when deemed necessary by Licensor's representative. Flagging costs shall include, but not be limited to, the following: pay for at least an eight (8) hour basic day with time and one-half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid holidays (as applicable); railway and unemployment insurance; public liability and property damage insurance; health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for railway labor or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may increase flagging rates. Flagging rates in effect at the time of performance by the flaggers will be used to calculate the flagging costs pursuant to this Section 7. Payment Terms. All invoices are due thirty (30) days after the date of invoice. If Licensee fails to pay any monies due to Licensor within thirty (30) days after the invoice date, then Licensee shall pay interest on such unpaid sum from the due date until paid at an annual rate equal to the lesser of (i) the prime rate last published Form 431; Rev, 20140801 Law Department Approved Tracking #16-54784 in The Wall Street Journal in the preceding December plus two and one-half percent (2Y%), or (ii) the maximum rate permitted by law. LICENSOR'S RESERVED RIGHTS 9. Reserved Rights of Use. Licensor excepts and reserves the right, to be exercised by Licensor and any other parties who may obtain written permission or authority from Licensor: 9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication pipelines/cables and appurtenances and other facilities or structures of like character upon, over, under or across the Premises existing as of the Effective Date; 9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities, structures and related appurtenances upon, over, under or across the Premises; or 9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided Licensor uses all commercially reasonable efforts to avoid material interference with the use of the Premises by Licensee for the purpose specified in Section 4 above. LICENSEE'S OPERATIONS 10. Use of the Premises. 10.1 Licensee shall notify Licensor's Roadmaster, Daniel Baker at 2454 Occidental Ave S, Ste. 2D, Seattle, WA 98134, telephone (206) 625-6462, or email daniel.baker2@bnsf.com at least ten (10) business days prior to entering the Premises. In the event of emergency, Licensee shall notify Licensor of Licensee's entry onto the Premises at the telephone number above as soon as practicable and shall promptly thereafter follow up with written notice of such entry. 10.2 Licensee's on -site supervisors shall retain/maintain a fully executed copy of this License at all times while on the Premises. 10.3 While on the Premises, Licensee shall use only public roadways to cross from one side of Licensor's tracks to the other. 10.4 Any contractors or subcontractors performing work on the Premises, or entering the Premises on behalf of Licensee shall be deemed servants and agents of Licensee for purposes of this License. 10.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity using mechanized equipment and/or machinery, or place or store any mechanized equipment, tools or other materials, within twenty-five (25) feet of the centerline of any railroad track on the Premises unless Licensee has obtained prior written approval from Licensor. Licensee shall, at its sole cost and expense, perform all activities on and about the Premises in such a manner as not at any time endanger or interfere with (i) the existence or use of present or future tracks, roadbeds or property of Licensor, (ii) the safe operation and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. If ordered to cease using the Premises at any time by Licensor's personnel due to any hazardous condition, Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that Licensor has no duty or obligation to monitor Licensee's use of the Premises to determine the safe nature thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe. Neither the exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the liability allocation provided by this License. LIABILITY AND INSURANCE 11. Liability and Indemnification. 11.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies, partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and agents; (b) "Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, Form 431; Rev. 20140801 -2- Law Department Approved Tracking #16-54784 causes of action, suits, demands, judgments, and expenses (including, without limitation, court costs, reasonable attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs) environmental or otherwise; and (c) "Licensee Parties" means Licensee or Licensee's officers, agents, invitees, licensees, employees, or contractors, or any party directly or indirectly employed by any of them, or any party they control or exercise control over. 11.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR, FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND, OR DESCRIPTION DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO (IN WHOLE OR IN PART): 11.2.1 THIS LICENSE, INCLUDING, WITHOUTLIMITATION, ITS ENVIRONMENTAL PROVISIONS, 11.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE, 11.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES, 11.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR CONTRIBUTED TO BY LICENSEE, OR 11.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY. 11.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES ANY AND ALL CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR IS A GENERATOR, OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED ("CERCLA") OR OTHER ENVIRONMENTAL LAWS (DEFINED BELOW). LICENSEE WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL SUCH CLAIMS. NOTHING IN THIS LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR THE ENVIRONMENTAL CONDITION OF THE PREMISES. 11.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF ANY INDEMNITEE, TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM .AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE. 11.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR STRICT LIABILITY OF ANY INDEMNITEE. 11.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other proceeding brought against any Indemnitee by any entity, relating to any matter covered by this Form 431; Rev. 20140801 -3- Law Department Approved Tracking #16-54784 License for which Licensee has an obligation to assume liability for and/or save and hold harmless any Indemnitee. Licensee shall pay all costs and expenses incident to such defense, including, but not limited to, reasonable attorneys' fees, investigators' fees, litigation and appeal expenses, settlement payments, and amounts paid in satisfaction of judgments. 12. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY, AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF, WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 13. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the life of this License the following insurance coverage: 13.1 Commercial General Liability Insurance. This insurance shall contain broad form contractual liability with a combined single limit of a minimum of $2,000,000 each occurrence and an aggregate limit of at least $4,000,000 but in no event less than the amount otherwise carried by Licensee. Coverage must be purchased on a post 2004 ISO occurrence or equivalent and include coverage for, but not limited to, the following: • Bodily Injury and Property Damage • Personal Injury and Advertising Injury • Fire legal liability ■ Products and completed operations This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: • The definition of insured contract shall be amended to remove any exclusion or other limitation for any work being done within 50 feet of railroad property. • Waiver of subrogation in favor of and acceptable to Licensor. ■ Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle Brokerage, Inc. • Separation of insureds. • The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. It is agreed that the workers' compensation and employers' liability related exclusions in the Commercial General Liability Insurance policy(s) required herein are intended to apply to employees of the policy holder and shall not apply to Licensor's employees. No other endorsements limiting coverage may be included on the policy. 13.2 Business Automobile Insurance. This insurance shall contain a combined single limit of at least $1,000,000 per occurrence, and include coverage for, but not limited to the following: • Bodily injury and property damage. • Any and all vehicles owned, used or hired. This policy shall also contain the following endorsements, which shall be indicated on the certificate of insurance: • Waiver of subrogation in favor of and acceptable to Licensor. ■ Additional insured endorsement in favor of and acceptable to Licensor. • Separation of insureds. • The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. 13.3 Workers' Compensation and Employers' Liability Insurance. This insurance shall include coverage for, but not limited to: Licensee's statutory liability under the workers' compensation laws of the state(s) in which the services are to be performed. If optional under state laws, the insurance must cover all employees anyway. Form 431; Rev. 20140801 -4- Law Department Approved Tracking #16-54784 • Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease policy limit, $500,000 by disease each employee. This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: • Waiver of subrogation in favor of and acceptable to Licensor. 13.4 Railroad Protective Liability Insurance. This insurance shall name only Licensor as the Insured with coverage of at least $2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained under this policy shall only be effective during the initial installation and/or construction of the site. If further maintenance of the site is needed at a later date, an additional Railroad Protective Liability Insurance Policy shall be required. The policy shall be issued on a standard ISO form CG 00 35 12 03 and include the following: • Endorsed to include the Pollution Exclusion Amendment. • Endorsed to include the Limited Seepage and Pollution Endorsement. • Endorsed to include Evacuation Expense Coverage Endorsement. • No other endorsements restricting coverage may be added. ■ The original policy must be provided to Licensor prior to performing any work or services under this License. • Definition of "Physical Damage to Property" shall be endorsed to read: "means direct and accidental loss of or damage to all property owned by any named insured and all property in any named insured's care, custody and control arising out of the acts or omissions of the contractor named on the Declarations." In lieu of providing a Railroad Protective Liability Policy, for a period of one (1) year from the Effective Date, Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as above. The cost is $725. ❑ 1 elect to participate in Licensor's Blanket Policy; ❑ I elect not to participate in Licensor's Blanket Policy. 13.5 Intentionally deleted. 13.6 Other Requirements: 13.6.1 Where allowable by law, all policies (applying to coverage listed above) shall contain no exclusion for punitive damages. 13.6.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against Licensor. In addition, Licensee's insurers, through the terms of the policy or a policy endorsement, must waive their right of subrogation against Licensor for all claims and suits, and the certificate of insurance must reflect the waiver of subrogation endorsement. Licensee further waives its right of recovery, and its insurers must also waive their right of subrogation against Licensor for loss of Licensee's owned or leased property, or property under Licensee's care, custody, or control. 13.6.3 Licensee is not allowed to self -insure without the prior written consent of Licensor. If granted by Licensor, any self -insured retention or other financial responsibility for claims shall be covered directly by Licensee in lieu of insurance. Any and all Licensor liabilities that would otherwise, in accordance with the provisions of this License, be covered by Licensee's insurance will be covered as if Licensee elected not to include a self -insured retention or other financial responsibility for claims. 13.6.4 Prior to entering the Premises, Licensee shall furnish to Licensor an acceptable certificate(s) of insurance including an original signature of the authorized representative evidencing the required coverage, endorsements, and amendments. Licensee shall notify Licensor in writing Form 431; Rev. 20140801 I&M Law Department Approved Tracking #16-54784 at least 30 days prior to any cancellation, non -renewal, substitution, or material alteration. In the event of a claim or lawsuit involving Licensor arising out of this License, Licensee will make available any required policy covering such claim or lawsuit. 13.6.5 Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. 13.6.6 If coverage is purchased on a "claims made" basis, Licensee hereby agrees to maintain coverage in force for a minimum of three years after expiration or termination of this License. Annually, Licensee agrees to provide evidence of such coverage as required hereunder. 13.6.7 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this License. Allocated Loss Expense shall be in addition to all policy limits for coverages referenced above. 13.6.8 Not more frequently than once every five years, Licensor may reasonably modify the required insurance coverage to reflect then -current risk management practices in the railroad industry and underwriting practices in the insurance industry. 13.6.9 If any portion of the operation is to be subcontracted by Licensee, Licensee shall require that the subcontractor shall provide and maintain insurance coverages as set forth herein, naming Licensor as an additional insured, and shall require that the subcontractor shall release, defend and indemnify Licensor to the same extent and under the same terms and conditions as Licensee is required to release, defend and indemnify Licensor herein. 13.6.10 Failure to provide evidence as required by this Section 13 shall entitle, but not require, Licensor to terminate this License immediately. Acceptance of a certificate that does not comply with this Section shall not operate as a waiver of Licensee's obligations hereunder. 13.6.11 The fact that insurance (including, without limitation, self-insurance) is obtained by Licensee shall not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this License. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. 13.6.12 These insurance provisions are intended to be a separate and distinct obligation on the part of the Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby regardless of whether or not indemnity provisions are determined to be enforceable. 13.6.13 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe, LLC", "BNSF Railway Company" and the subsidiaries, successors, assigns and affiliates of each. COMPLIANCE WITH LAWS, REGULATIONS AND ENVIRONMENTAL MATTERS 14. Compliance with Laws Rules and Regulations. 14.1 Licensee shall observe and comply with any and all laws, statutes, regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction ("Legal Requirements") relating to Licensee's use of the Premises. 14.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s) to comply with all of Licensor's applicable safety rules and regulations. Licensee must ensure that each of its employees, contractors, agents or invitees entering upon the Premises completes the safety orientation program at the website "www.BNSFcontractor.com" (the "Safety Orientation") within one (1) year prior to entering upon the Premises. Additionally, Licensee must ensure that each and every employee of Licensee, its contractors, agents and invitees possess a card certifying completion of the Safety Orientation prior to entering upon the Premises. Licensee must renew the Safety Orientation annually. Form 431; Rev. 20140801 -6- Law Department Approved 15. Environmental. Tracking #16-54784 15.1 Licensee shall strictly comply with all federal, state and iocai environmental Legal Requirements and regulations in its use of the Premises, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials Transportation Act, and CERCLA (collectively referred to as the "Environmental Laws"). Licensee shall not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous substances, as defined by Environmental Laws on or about the Premises. 15.2 Licensee covenants that it will not handle or transport "hazardous waste" or "hazardous substances", as "hazardous waste" and "hazardous substances" may now or in the future be defined by any federal, state, or local governmental agency or body; through or on Licensor's property. Licensee agrees periodically to furnish Licensor with proof, satisfactory to Licensor that Licensee is in compliance with the provisions of this Section 15.2. 15.3 Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at (800) 832- 5452 of any known (i) release of hazardous substances on, from, or affecting the Premises, (ii) violation of Environmental Laws, or (iii) inspection or inquiry by governmental authorities charged with enforcing Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to promptly respond to any release on, from, or affecting the Premises. Licensee also shall give Licensor immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. 15.4 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in any way with respect to the replacement of the existing City of Renton sewer manhole and rehabilitation of an existing sewer which occurred or may occur during the term of this License, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or Licensor's right-of-way. 15.5 Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known to Licensee which create a risk of harm to persons, property or the environment and shall take whatever action is necessary to prevent injury to persons, property, or the environment arising out of such conditions or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any obligation whatsoever imposed on it by this License. Licensee shall promptly respond to Licensor's request for information regarding said conditions or activities. DISCALIMER OF WARRANTIES 16. No Warranties. 16.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR WHICH MAY EXIST BY OPERATION OF LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 16.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER RIGHTS GRANTED HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S CONSTRUCTION, MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE SITE WILL VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY LEASES, USE RIGHTS, EASEMENTS AND LIENS OF ANY THIRD PARTY. Form 431; Rev. 20140801 -7- Law Department Approved Tracking #16-54784 17. Disclaimer of Warranty for Quiet Enjoyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PREMISES NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO COVENANT OF QUIET ENJOYMENT IS MADE. 18. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or claiming any interest in the Premises, or by the abandonment by Licensor of the affected rail corridor, Licensor shall not be liable (i) to refund Licensee any compensation paid hereunder, except for the pro-rata part of any recurring charge paid in advance, or (ii) for any damage Licensee sustains in connection with the eviction. DEFAULT, TERMINATION, AND SURRENDER 19. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 13, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 19.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 21 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 13. 19.2 Should Licensee not comply fully with the obligations of Section 15 regarding the handling or transporting of hazardous waste or hazardous material, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice of termination upon Licensee. 19.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedy set forth in this Section 19 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 19.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof. 20. Surrender of the Premises. 20.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost and expense: 20.1.1 remove all of its equipment from the Premises; 20.1.2 report and restore any damage to the Premises or Licensor's other property arising from, growing out of, or connected with Licensee's use of the Premises; 20.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee; and 20.1.4 leave the Premises in the condition which existed as of the Effective Date of this License. 20.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to Licensor or if Licensee fails to complete its obligations under Section 20.1 above (the "Restoration Obligations"), Licensee shall have a limited license to enter upon the Premises solely to the extent necessary for Licensee to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder shall continue in effect until the Premises are surrendered and the Restoration Form 431; Rev. 20140801 -8- Law Department Approved Tracking #16-54784 Obligations are completed. Neither termination nor expiration shall release Licensee from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination, or, if later, the date when Licensee surrenders the Premises and all of the Restoration Obligations are completed. 20.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of such termination of its tenancy, then Licensor may, at its election, either: (i) remove any other Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty (30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to Licensee, take and hold any other Improvements and personal property as its sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so restore. Further, if Licensor has consented to the other Improvements remaining on the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in a form acceptable to Licensor conveying other Improvements to Licensor. MISCELLANEOUS 21. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and assigns of Licensor and Licensee to the same extent as if each such successor and assign was named a party to this License. 21. Assignment. 21.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or interest herein (either voluntarily or by operation of law, merger, or otherwise) without the prior written consent of Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted assignment by Licensee in violation of this Section 21 shall be a breach of this License and, in addition, shall be voidable by Licensor in its sole and absolute discretion. 21.2 For purposes of this Section 21, the word "assign" shall include without limitation (a) any sale of the equity interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity interests of Licensee, (b) any sale of all or substantially all of the assets of (i) Licensee and (ii) to the extent such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization, recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any reorganization, recapitalization, merger or consolidation following which the equity interest holders of Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly or indirectly, at least fifty percent (50%) of the combined voting power of the outstanding voting equity interests of Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN LICENSORS SOLE DISCRETION. 21.3 Notwithstanding the provisions of Section 21.1 above or anything contained in this License to the contrary, if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of the provisions of this License (a "Purported Assignment") to another party (a "Purported Transferee"), the Purported Transferee's enjoyment of the rights and privileges granted under this License shall be deemed to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this License, including but not limited to the obligation to comply with the provisions of Section 13 above concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee, for itself, its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related to (in whole or in part) a Purported Assignment. 21.4 The provisions of this Section 21 shall survive the expiration or earlier termination of this License 22. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if (i) Form 431; Rev. 20140801 Law Department Approved Tracking #16-54784 placed in the United States mail, certified, return receipt requested, or (ii) deposited into the custody of a nationally recognized overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to such other address as the party to be notified may designate by giving the other party no less than thirty (30) days' advance written notice of such change in address. If to Licensor: Jones Lang LaSalle Brokerage, Inc. 4300 Amon Carter Blvd., Suite 100 Fort Worth, TX 76155 Attn: Permits/Licenses with a copy to: BNSF Railway Company 2301 Lou Menk Dr. — GOB-3W Fort Worth, TX 76131 Attn: Senior Manager Real Estate If to Licensee: City of Renton Renton City Hall — 51r' Floor 1055 South Grady Way Renton, WA 98057 23, Survival. Neither termination nor expiration will release either party from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration, or, if later, the date when the Premises are restored to its condition as of the Effective Date. 24. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public record. 25. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions. 26. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License. 27. Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the parties hereto relating to Licensee's use of the Premises as described herein. However, nothing herein is intended to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in any prior written agreement between the parties. 28. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 29. Waiver. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. 30. Interpretation. 30.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based upon the source of the draftsmanship; both parties hereby agree that this License shall not be subject to the principle that a contract would be construed against the party which drafted the same. Article titles, headings to sections and paragraphs and the table of contents (if any) are inserted for convenience of reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The exhibit or exhibits referred to herein shall be construed with and as an integral part of this License to the same extent as if they were set forth verbatim herein. Form 431: Rev. 20140801 -10- Law Department Approved Tracking #16-54784 30.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import; "writing", "written" and comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible form; references to any person are also to that person's successors and permitted assigns; "hereof", "herein", "hereunder" and comparable terms refer to the entirety hereof and not to any particular article, section, or other subdivision hereof or attachment hereto; references to any gender include references to the masculine or feminine as the context requires; references to the plural include the singular and vice versa; and references to this License or other documents are as amended, modified or supplemented from time to time. 32. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original but which together shall constitute one and the same instrument, and the signature pages from any counterpart may be appended to any other counterpart to assemble fully executed documents, and counterparts of this License may also be exchanged via email or electronic facsimile machines and any email or electronic facsimile of any party's signature shall be deemed to be an original signature for all purposes. 33. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF Railway Company. END OF PAGE — SIGNATURE PAGE FOLLOWS Form 431; Rev. 20140801 - 11 - Law Department Approved Tracking #16-54784 This License has been duly executed by the parties hereto as of the date below each party's signature; to be effective, however, as of the Effective Date. LICENSOR: BNSF Railway Company, a Delaware corporation By: Jones Lang LaSalle Brokerage, Inc., 4300 Amon Carter Blvd, Suite 100 Fort Worth, TX 76155 By: Ed Darter Title: Sr. Vice President - National Accounts Date: LICENSEE: CITY OF RENTON, a Washington corporation Renton City Hall — 5'0 Floor 1055 Sou Way Rento A 98057 By: Title: ��i5�, 7 Z 16 Date: ,f Form 431; Rev. 20140801 -12- COORDINATE SYSTEM WA N TRACKING NO. 16-5478, EXHIBIT "A" ATTACHED TO CONTRACT BETWEEN BNSF RAILWAY COMPANY AND CITY OF RENTON SCALE: 1 IN = 100 FT NORTHWEST DIV. SEATTLE SUB SPUR SUBDIV. L.S. 0405 DATE 04/01/2016 N 4th St • 8p;. MP'2.90, -122.195016!47.488448 900 SECTION: 8,17 TOWNSHIP. 23N RANGE:5E MERIDAN. WILLM P =4 St ,< c� -- Sour E�S6. DignalGfobe, Go* Eye, Earthstar Geograp ics, t) E N 'kbus-DS;*WSDA , U,SGSy p, GetmdPPing'A&ogrid, IGN, rGl' Svii5q .. c; 6Rd# e q eOmmup ity LEGEND: DESCRIPTION: PREMISES A PARCEL OF LAND CONTAINING A TOTAL OF 4,525 SQ FT. RIGHT OF WAY LINE (0.1 A.C.) MORE OR LESS SHOWN HATCHED. TO BE USED TRACK TO REPLACE AN EXISTING CITY OF RENTON SEWER MANHOLE AND REHABILITATE AN EXISTING SEWER, AT RENTON COUNTY OF KING STATE OF WA AMM DRAWING NO.66438 T- Denis Law CltV Of Mayor J U1�Y Ask a 7 ♦(a� i Public Works Department - Gregg Zimmerman, P. E., Administrator March 17, 2016. Attn: Permit Services Jones Lang LaSalle Brokerage, Inc. 4300 Amon Carter Blvd. Fort Worth, TX 76155 RE: Temporary Occupancy Permit Dear Permit Services: Enclosed is the BNSF Application.for Temporary Occupancy permit for the City of Renton's Central Renton Sewer Interceptor Reline & Upsize. Included are: • BNSF Application for Temporary Occupancy • Check.for $775 (Processing Fee) • Certificate of Liability Insurance • Project Plans • Temporary Occupancy Permit — Tracking #14-50523 (Expired) BNSF previously issued a Temporary Occupancy Permit (Tracking #14-50523) for this Work on May 20, 2015 however, due to weather constraints and the inability to obtain specialty construction materials on time, the City's contractor.was unable to proceed with the work. Since the original permit has expired, the City is now applying for anew permit to allow the project to proceed during the summer of 2016. Please contact me at 425-430-7279 or jhobson@rentonwa.>;ov, if you have any questions. Sincer y, ohn Hobson, :Project Manager. Wastewater Utility Enclosures H:\File Sys\WWP WasteWater\WWP-27-3712 Central Renton Sewer Interceptor Reline & Upsize\Permits\BNSF . -Temporary Occupancy Permit 2016 Cover. Letter.doc/JHad Renton City Hall • 1055 South Grady Way • Renton, Washington 98057 • rentonwa.gov RAIL WAY Jones Lang LaSalle Brokerage, Inc. Attn: Permit Services 4300 Amon Carter Blvd. Suite 100 Fort Worth, TX 76155 APPLICATION FOR TEMPORARY OCCUPANCY Applicants Tax ID # 91 6001271 or SS # We submit for your approval the following application for temporary occupancy on BNSF Railway Company's right of way as shown on the enclosed location plan and detailed sketch. Legal Name of Company/Municipality that will occupy the property City of Renton If a corporation State in which incorporated WA (If not incorporated, attach name(s) of owners or partners.) Contact Name: John Hobson Phone # 425-430-7279 FAX 425-430-7241 Mailing Address: Renton City Hall - 5 Floor, 1055 South Grady Way, Renton, WA 98057 Email Address: ihobson@rentonwa.pov Legal Name of Contractor performing work: Road Construction Northwest, Inc. If a corporation State in which incorporated WA (If not incorporated, attach name(s) of owners or partners.) Contact Name: Matt Wagester Phone # 425-254-9999 FAX 425-254-1334 Mailing Address: P.O. Box 188, Renton, WA 98057 Email Address: matt@rcnw.com Is this project ARRA funded? Yes ❑ No Is this a condemning authority? Yes ® No ❑ Is Applicant a Railroad Shipper? Yes ❑ No If yes, BNSF Marketing Rep Name Was this service requested by BNSF? Yes ❑ No If yes, BNSF person requesting service Is this in conjunction with a track or track expansion project? Yes ❑ No ❑ If yes, BNSF contact name Phone # Phone # Phone # Purpose of Occupancy? Replace an exsistinq City of Renton sewer manhole and rehabilitate an existino sewer Name of nearest town on RR Renton County King County State WA Name of nearest roadway crossing RR NE 3' St Location of proposed occupancy NE '/a Section 17 Township 23N Range 5E Railroad Milepost Latitude 47.49 Longitude-122.19 Is the work to be performed within 50 ft. of the track? Yes ® No ❑ Percentage of project done within 50 ft. of the tracks. 20 % Area to be occupied 30 ft. (x) 30 ft. Length of time for Project: Date from: 6/1/2016 Date to: 11/30/2016 - represents window only, 30 working days anticipated for entire project Will a crossing under the railroad tracks be required? Yes ❑ No If yes, location of railroad mileposts Total cost of project $ 394,000 For a Seismic Survey: Dates you will actually be on property Total # of cables on property Attached to this sheet is a location plan and a detailed sketch. Shown on the sketch are exact dimensions of the project area and distances to the centerline of nearest railroad track and road crossing, bridge or othej-caikQad I understand that submission of this application does not authorize occupancy f the propi�y. Exact eel/and insurance requirements will be forwarded after the application has been reviewed and ap oved—by th NSF. Date: March 14, 2016 Signed: Print Name Title: Phone #: David Christeme7f v Wastewater Utility Manager, City of Renton 425-430-7212 FAX 425-430-7241 PLEASE DETACH BEFORE DEPOSITING CITY OF RENTON, WA98055 ACCOUNTS PAYABLE CHECK NO.346002 INVOICE NUMBER tDATE"'� { r DESCRIPTION � ° ` � a ? it 2' a pO NUMBERV 5 R'�'DIkOUNT/RETMI J' .,..�'�;'AMOUNT F 03102016 03/10/2016 CENTRAL RENTON SEWER INTERCEPTOI 0.00 775.00 775.00 ACC)R a CERTIFICATE OF LIABILITY INSURANCE 1/ DATE (M tDD�) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER Seattle-Alliant Insurance Services, Inc. 1420 Fifth Ave 15th Floor Seattle WA 98101 CONTACT NAME: Holada PHONE 206-204-9138 FAx 206-204-9205 E-MAIL . vholaday@alliant.com Y@ INSURERS AFFORDING COVERAGE NAIC # INSURER A:Argonaut Insurance Company 19801 INSURED RENTONO-01 INSURER B:Safety National Casualty Cor oratio 15105 City of Renton 1055 S Grady Way Renton WA 98057-3232 INSURER C : INSURERD: INSURER E : INSURER F : COVFRAGFS CFRTIFIC'ATF NIIMRFR• 1741024895 RFVICInM Al11M9ZF0- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCEAUULbUbK INSD WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR 2902043-00 1/1/2016 1/1/2017 EACH OCCURRENCE $1,000,000 DAMAGE O REN ED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- %<JECT LOC OTHER: GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,0000 Self -Insured Ret $250,000 A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS 2902043-00 1/1/2016 1/1/2017 COMBINEDSINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY Per accident ( ) $ PROPERTY DAMAGE Per accident $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DIED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? El (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below "/ A SP4052149 1/1/2016 1/1/2017 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached H more space Is required) Excess Workers' Compensation is subject to a $500,000 Self -Insured Retention. Re: Any and all locations/contracts entered into with BNSF Railway Company. CERTIFICATE HOLDER CANCFI I ATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN BNSF Railway Company ACCORDANCE WITH THE POLICY PROVISIONS. Insurance Compliance PO Box 140528 AUTHORIZED REPRESE TIVE Kansas City MO 64114 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD f. Mobile or Leased Equipment Contracts: With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. With respect to leased equipment, including "mobile equipment", that is the subject of a contract or agreement between you and any other person or organization, such person or organization is an additional insured under this policy, but only with respect to liability for "bodily injury", "property damage" or "personal .and advertising injury" caused, in whole or in part, by your maintenance, operation or use of "mobile equipment" leased or rented to you by such person or organization, and only for the period of time the contract or agreement is in effect. However, no person or organization is an insured with respect to property owned by, rented to, in the charge of, or occupied by you or the employer of any person who is an insured under this provision. 3. ADDITIONAL INSUREDS: a. Blanket Additional Insureds: Any person or organization required to be an additional insured under an "insured contract", if agreed to by you prior to the "bodily injury', "property damage" or "personal and advertising injury", but only with respect to liability arising out of your premises or operations. This insurance does not apply to loss arising out of any act, error or omission of the additional insured(s). b. Users of Golfmobiles: Any person(s) using or legally responsible for the use of golfmobiles in your operations, or loaned or rented to others by you or your concessionaires, but only with respect to their liability caused by the use of such golfmobiles. GLRLI 002 0413 Argo Group Page 22 of 36 Includes Copyrighted Material of Insurance Services Office, Inc., With Its Permission. Law Department Approved Tracking #14-50523 TEMPORARY OCCUPANCY PERMIT THIS TEMPORARY OCCUPANCY PERMIT ("License"), is made to be effective May 20, 2015, (the "Effective Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor") and CITY OF RENTON, a Washington corporation ("Licensee"). In consideration of the mutual covenants contained herein, the parties agree to the following: GENERAL Grant of License. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and estates of third parties, including, without limitation, any leases, use rights, easements, liens, or other encumbrances, and upon the terms and conditions set forth below, to temporarily occupy, in strict accordance with the drawings and specifications approved by Licensor as part of Licensee's application process (the "Drawings and Specifications"), for the purposes specified in Section 4 below, Licensor's rail corridor at or near Renton, County of King, State of Washington, Line Segment 0405, Mile Post 2.90 as shown on the attached Drawing No. 61359, dated July 14, 2014, attached hereto as Exhibit "A", and incorporated herein by reference (the "Premises"). 2. Term. This License shall commence on the Effective Date and shall continue for a period of six (6) months, subject to prior termination as hereinafter described. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees, licensees, easement beneficiaries or lien holders, if any, or interfere with the use of such improvements. 4. Use. Licensee shall use Premises exclusively as a site to replace an existing manhole and rehabilitate an existing sewer. Licensee shall not use the Premises for any other purpose. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises or permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without Licensor's prior written consent. COMPENSATION 6. License Fee. Licensee shall pay Licensor, prior to the Effective Date, the sum of Four Thousand Seventy - Three and No/100 Dollars ($4,073) as compensation for the use of the Premises. Costs and Expenses. 7.1 For the purpose of this License, "cost" or "costs" and "expense" or "expenses" includes, but is not limited to, actual labor and material costs including all assignable additives, and material and supply costs at current value where used. 7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below) for all costs and expenses incurred by Licensor in connection with Licensee's use of the Premises, including but not limited to the furnishing of Licensor's flaggers and any vehicle rental costs incurred. Licensee shall bear the cost of flagger services and other safety measures provided by Licensor, when deemed necessary by Licensor's representative. Flagging costs shall include, but not be limited to, the following: pay for at least an eight (8) hour basic day with time and one-half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid holidays (as applicable); railway and unemployment insurance; public liability and property damage insurance; health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for railway labor or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may increase flagging rates. Flagging rates in effect at the time of performance by the flaggers will be used to calculate the flagging costs pursuant to this Section 7. Payment Terms. All invoices are due thirty (30) days after the date of invoice. If Licensee fails to pay any monies due to Licensor within thirty (30) days after the invoice date, then Licensee shall pay interest on such unpaid sum from the due date until paid at an annual rate equal to the lesser of (i) the prime rate last Form 431; Rev. 20140801 -1- Law Department Approved Tracking #14-50523 published in The Wall Street Journal in the preceding December plus two and one-half percent (2%%), or (ii) the maximum rate permitted by law. LICENSOR'S RESERVED RIGHTS Reserved Rights of Use. Licensor excepts and reserves the right, to be exercised by Licensor and any other parties who may obtain written permission or authority from Licensor: 9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication pipe/lines/cables and appurtenances and other facilities or structures of like character upon, over, under or across the Premises existing as of the Effective Date; 9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities, structures and related appurtenances upon, over, under or across the Premises; or 9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided Licensor uses all commercially reasonable efforts to avoid material interference with the use of the Premises by Licensee for the purpose specified in Section 4 above. LICENSEE'S OPERATIONS 10, Use of the Premises. 10.1 Licensee shall notify Licensor's Roadmaster, Daniel Baker at 2454 Occidental Ave S, Seattle, WA 98134, telephone (206) 625-6462, at least ten (10) business days prior to entering the Premises. In the event of emergency, Licensee shall notify Licensor of Licensee's entry onto the Premises at the telephone number above as soon as practicable and shall promptly thereafter follow up with written notice of such entry. 10.2 Licensee's on -site supervisors shall retain/maintain a fully executed copy of this License at all times while on the Premises. 10.3 While on the Premises, Licensee shall use only public roadways to cross from one side of Licensor's tracks to the other. 10.4 Any contractors or subcontractors performing work on the Premises, or entering the Premises on behalf of Licensee shall be deemed servants and agents of Licensee for purposes of this License. 10.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity using mechanized equipment and/or machinery, or place or store any mechanized equipment, tools or other materials, within twenty-five (25) feet of the centerline of any railroad track on the Premises unless Licensee has obtained prior written approval from Licensor. Licensee shall, at its sole cost and expense, perform all activities on and about the Premises in such a manner as not at any time endanger or interfere with (i) the existence or use of present or future tracks, roadbeds or property of Licensor, (ii) the safe operation and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. If ordered to cease using the Premises at any time by Licensor's personnel due to any hazardous condition, Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that Licensor has no duty or obligation to monitor Licensee's use of the Premises to determine the safe nature thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe. Neither the exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the liability allocation provided by this License. LIABILITY AND INSURANCE 11. Liability and Indemnification. 11.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies, partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and agents; (b) "Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes of action, suits, demands, judgments, and expenses (including, Form 431; Rev. 20140801 2- Law Department Approved Tracking #14-50523 without limitation, court costs, reasonable attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs) environmental or otherwise; and (c) "Licensee Parties" means Licensee or Licensee's officers, agents, invitees, licensees, employees, or contractors, or any party directly or indirectly employed by any of them, or any party they control or exercise control over. 11.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR, FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND, OR DESCRIPTION DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO (IN WHOLE OR IN PART): 11.2.1 THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ITS ENVIRONMENTAL PROVISIONS, 11.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE 11.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES. 11.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR CONTRIBUTED TO BY LICENSEE, OR 11.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY. 11.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES ANY AND ALL CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR 1S A GENERATOR, OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED ("CERCLA") OR OTHER ENVIRONMENTAL LAWS (DEFINED BELOW). LICENSEE WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL SUCH CLAIMS. NOTHING IN THIS LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR THE ENVIRONMENTAL CONDITION OF THE PREMISES. 11.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF ANY INDEMNITEE, TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE. 11.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR STRICT LIABILITY OF ANY INDEMNITEE. Form 431; Rev. 20140801 - 3 - Law Department Approved Tracking #14-50523 11.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other proceeding brought against any Indemnitee by any entity, relating to any matter covered by this License for which Licensee has an obligation to assume liability for and/or save and hold harmless any Indemnitee. Licensee shall pay all costs and expenses incident to such defense, including, but not limited to, reasonable attorneys' fees, investigators' fees, litigation and appeal expenses, settlement payments, and amounts paid in satisfaction of judgments. 12. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY, AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF, WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 13. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the life of this License the following insurance coverage: 13.1 Commercial General Liability lnsurance. This insurance shall contain broad form contractual liability with a combined single limit of a minimum of $2,000,000 each occurrence and an aggregate limit of at least $4,000,000 but in no event less than the amount otherwise carried by Licensee. Coverage must be purchased on a post 2004 ISO occurrence or equivalent and include coverage for, but not limited to, the following: • Bodily Injury and Property Damage • Personal Injury and Advertising Injury • Fire legal liability • Products and completed operations This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: • The definition of insured contract shall be amended to remove any exclusion or other limitation for any work being done within 50 feet of railroad property. • Waiver of subrogation in favor of and acceptable to Licensor. • Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle Brokerage, Inc. • Separation of insureds. • The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. It is agreed that the workers' compensation and employers' liability related exclusions in the Commercial General Liability Insurance policy(s) required herein are intended to apply to employees of the policy holder and shall not apply to Licensor's employees. No other endorsements limiting coverage may be included on the policy. 13.2 Business Automobile Insurance. This insurance shall contain a combined single limit of at least $1,000,000 per occurrence, and include coverage for, but not limited to the following: • Bodily injury and property damage. ■ Any and all vehicles owned, used or hired. This policy shall also contain the following endorsements, which shall be indicated on the certificate of insurance. - Waiver of subrogation in favor of and acceptable to Licensor. • Additional insured endorsement in favor of and acceptable to Licensor. • Separation of insureds. • The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. =crni 431; .Rev. 20140801 -4- Law Department Approved Tracking #14-50523 13.3 Workers' Compensation and Employers' Liability Insurance. This insurance shall include coverage for, but not limited to: • Licensee's statutory liability under the workers' compensation laws of the state(s) in which the services are to be performed. If optional under state laws, the insurance must cover all employees anyway. • Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease policy limit, $500,000 by disease each employee. This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: • Waiver of subrogation in favor of and acceptable to Licensor. 13.4 Railroad Protective Liability Insurance. This insurance shall name only Licensor as the Insured with coverage of at least $2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained under this policy shall only be effective during the initial installation and/or construction of the rehabilitation of the existing sewer. If further maintenance of the sewer is needed at a later date, an additional Railroad Protective Liability Insurance Policy shall be required. The policy shall be issued on a standard ISO form CG 00 35 12 03 and include the following: • Endorsed to include the Pollution Exclusion Amendment. • Endorsed to include the Limited Seepage and Pollution Endorsement. • Endorsed to include Evacuation Expense Coverage Endorsement. • No other endorsements restricting coverage may be added. • The original policy must be provided to Licensor prior to performing any work or services under this License. • Definition of "Physical Damage to Property" shall be endorsed to read: "means direct and accidental loss of or damage to all property owned by any named insured and all property in any named insured's care, custody and control arising out of the acts or omissions of the contractor named on the Declarations." In lieu of providing a Railroad Protective Liability Policy, for a period of one (1) year from the Effective Date, Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as above. The cost is $725. XI elect to participate in Licensor's Blanket Policy; u I elect not to participate in Licensor's Blanket Policy. 13.5 Pollution Legal Liability (PILL) Insurance. Intentionally deleted, not needed for this permit. 13.6 Other Requirements: 13.6.1 Where allowable by law, all policies (applying to coverage listed above) shall contain no exclusion for punitive damages. 13.6.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against Licensor. In addition, Licensee's insurers, through the terms of the policy or a policy endorsement, must waive their right of subrogation against Licensor for all claims and suits, and the certificate of insurance must reflect the waiver of subrogation endorsement. Licensee, further waives its right of recovery, and its insurers must also waive their right of subrogation against Licensor for loss of Licensee's owned or leased property, or property under Licensee's care, custody, or control. 13.6.3 Licensee is not allowed to self -insure without the prior written consent of Licensor. If granted by Licensor, any self -insured retention or other financial responsibility for claims shall be covered directly by Licensee in lieu of insurance. Any and all Licensor liabilities that would otherwise, in accordance with the provisions of this License, be covered by Form 431: ,Rev. 20140801 -5- Law Department Approved Tracking #14-50523 ' Licensee's insurance will be covered as if Licensee elected not to include a self -insured retention or other financial responsibility for claims. 13.6.4 Prior to entering the Premises, Licensee shall furnish to Licensor an acceptable certificate(s) of insurance including an original signature of the authorized representative evidencing the required coverage, endorsements, and amendments. Licensee shall notify Licensor in writing at least 30 days prior to any cancellation, non -renewal, substitution, or material alteration. In the event of a claim or lawsuit involving Licensor arising out of this License, Licensee will make available any required policy covering such claim or lawsuit. 13.6.5 Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. 13.6.6 If coverage is purchased on a "claims made" basis, Licensee hereby agrees to maintain coverage in force for a minimum of three years after expiration or termination of this License. Annually, Licensee agrees to provide evidence of such coverage as required hereunder. 13.6.7 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance agent(s)lbroker(s), who have been instructed by Licensee to procure the insurance coverage required by this License. Allocated Loss Expense shall be in addition to all policy limits for coverages referenced above. 13.6.8 Not more frequently than once every five years, Licensor may reasonably modify the required insurance coverage to reflect then -current risk management practices in the railroad industry and underwriting practices in the insurance industry. 13.6.9 If any portion of the operation is to be subcontracted by Licensee, Licensee shall require that the subcontractor shall provide and maintain insurance coverages as set forth herein, naming Licensor as an additional insured, and shall require that the subcontractor shall release, defend and indemnify Licensor to the same extent and under the same terms and conditions as Licensee is required to release, defend and indemnify Licensor herein. 13.6.10 Failure to provide evidence as required by this Section 13 shall entitle, but not require, Licensor to terminate this License immediately. Acceptance of a certificate that does not comply with this Section shall not operate as a waiver of Licensee's obligations hereunder. 13.6.11 The fact that insurance (including, without limitation, self-insurance) is obtained by Licensee shall not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this License. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. 13.6.12 These insurance provisions are intended to be a separate and distinct obligation on the part of the Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby regardless of whether or not indemnity provisions are determined to be enforceable. 13.6.13 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe, LLC", "BNSF Railway Company" and the subsidiaries, successors, assigns and affiliates of each. COMPLIANCE WITH LAWS. REGULATIONS, AND ENVIRONMENTAL MATTERS 14. Comoliance :r:ith La.vs. Rules. and Regulations. 14.1 Licensee shall observe and comply with any and all laws, statutes, regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction ("Legal Requirements") relating to Licensee's use of the Premises. Form 431, Rev. 20140801 6- Law Department Approved Tracking #14-50523 14.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s) to comply with all of Licensor's applicable safety rules and regulations. Licensee must ensure that each of its employees, contractors, agents or invitees entering upon the Premises completes the safety orientation program at the website "www.BNSFcontractor.com" (the "Safety Orientation") within one (1) year prior to entering upon the Premises. Additionally, Licensee must ensure that each and every employee of Licensee, its contractors, agents and invitees possess a card certifying completion of the Safety Orientation prior to entering upon the Premises. Licensee must renew the Safety Orientation annually. 15. Environmental. 15.1 Licensee shall strictly comply with all federal, state and local environmental Legal Requirements and regulations in its use of the Premises, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials Transportation Act, and CERCLA (collectively referred to as the "Environmental Laws"). Licensee shall not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous substances, as defined by Environmental Laws on or about the Premises. 15.2 Licensee covenants that it will not handle or transport "hazardous waste" or "hazardous substances", as "hazardous waste" and "hazardous substances" may now or in the future be defined by any federal, state, or local governmental agency or body; through or on Licensor's property. Licensee agrees periodically to furnish Licensor with proof, satisfactory to Licensor that Licensee is in compliance with the provisions of this Section 15.2. 15.3 Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at (800) 832-5452 of any known (i) release of hazardous substances on, from, or affecting the Premises, (ii) violation of Environmental Laws, or (iii) inspection or inquiry by governmental authorities charged with enforcing Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to promptly respond to any release on, from, or affecting the Premises. Licensee also shall give Licensor immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. 15.'1 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in any way with respect to the site which occurred or may occur during the term of this License, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or Licensor's right-of-way. 15.5 Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known to Licensee which create a risk of harm to persons, property or the environment and shall take whatever action is necessary to prevent injury to persons, property, or the environment arising out of such conditions or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any obligation whatsoever imposed on it by this License. Licensee shall promptly respond to Licensor's request for information regarding said conditions or activities. DISCALIMER OF WARRANTIES 16. No `Tlarranties. 16.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR WHICH MAY EXIST BY OPERATION OF LAW OR IN EQUITY, INCLUDING, Form 431; Rev. 20140801 7 Law Department Approved Tracking #14-50523 WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 16.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER RIGHTS GRANTED HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S CONSTRUCTION, MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE SITE WILL VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY LEASES, USE RIGHTS, EASEMENTS AND LIENS OF ANY THIRD PARTY. 17. Disclaimer of Warranty for Quiet Enioyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PREMISES NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO COVENANT OF QUIET ENJOYMENT IS MADE. 18. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or claiming any interest in the Premises, or by the abandonment by Licensor of the affected rail corridor, Licensor shall not be liable (i) to refund Licensee any compensation paid hereunder, except for the pro-rata part of any recurring charge paid in advance, or (ii) for any damage Licensee sustains in connection with the eviction. DEFAULT, TERMINATION, AND SURRENDER 19. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 13, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 19.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 21 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 13. 19.2 Should Licensee not comply fully with the obligations of Section 15 regarding the handling or transporting of hazardous waste or hazardous material, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice of termination upon Licensee. 19.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedy set forth in this Section 19 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 19.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof. 20. Surrender of the Premises. Form 431; Rev. 20140801 -8- Law Department Approved Tracking #14-50523 20.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost and expense: 20.1.1 remove all of its equipment from the Premises; 20.1.2 report and restore any damage to the Premises or Licensor's other property arising from, growing out of, or connected with Licensee's use of the Premises; 20.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee; and 20.1.4 leave the Premises in the condition which existed as of the Effective Date of this License. 20.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to Licensor or if Licensee fails to complete its obligations under Section 20.1 above (the "Restoration Obligations"), Licensee shall have a limited license to enter upon the Premises solely to the extent necessary for Licensee to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder shall continue in effect until the Premises are surrendered and the Restoration Obligations are completed. Neither termination nor expiration shall release Licensee from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination, or, if later, the date when Licensee surrenders the Premises and all of the Restoration Obligations are completed. 20.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of such termination of its tenancy, then Licensor may, at its election, either: (i) remove the Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty (30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to Licensee, take and hold the Improvements and personal property as its sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so restore. Further, if Licensor has consented to the Improvements remaining on the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in a form acceptable to Licensor conveying the Improvements to Licensor. MISCELLANEOUS 21. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and assigns of Licensor and Licensee to the same extent as if each such successor and assign was named a party to this License. 21. Assignment. 21.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or interest herein (either voluntarily or by operation of law, merger, or otherwise) without the prior written consent of Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted assignment by Licensee in violation of this Section 21 shall be a breach of this License and, in addition, shall be voidable by Licensor in its sole and absolute discretion. 21.2 For purposes of this Section 21, the word "assign" shall include without limitation (a) any sale of the equity interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity interests of Licensee, (b) any sale of all or substantially all of the assets of (i) Licensee and (ii) to the extent such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization, recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any reorganization, recapitalization, merger or consolidation following which the equity interest holders of Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly or indirectly, at least fifty percent (50%) of the combined voting power of the outstanding voting equity interests of Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND Form 431; Rev. 20140801 9- Law Department Approved Tracking #14-50523 WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN LICENSOR'S SOLE DISCRETION. 21.3 Notwithstanding the provisions of Section 21.1 above or anything contained in this License to the contrary, if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of the provisions of this License (a "Purported Assignment") to another party (a "Purported Transferee"), the Purported Transferee's enjoyment of the rights and privileges granted under this License shall be deemed to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this License, including but not limited to the obligation to comply with the provisions of Section 13 above concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee, for itself, its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related to (in whole or in part) a Purported Assignment. 21.4 The provisions of this Section 21 shall survive the expiration or earlier termination of this License 22. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if (i) placed in the United States mail, certified, return receipt requested, or (ii) deposited into the custody of a nationally recognized overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to such other address as the party to be notified may designate by giving the other party no less than thirty (30) days' advance written notice of such change in address. If to Licensor: Jones Lang LaSalle Brokerage, Inc. 4300 Amon Carter Blvd., Suite 100 Fort Worth, TX 76155 Attn: Permits/Licenses with a copy to: BNSF Railway Company 2301 Lou Menk Dr. — GOB-3W Fort Worth, TX 76131 Attn: Senior Manager Real Estate If to Licensee: City of Renton Renton City Hall - 5th Floor 1055 South Grady Way Renton, WA 98057 23. Survival. Neither termination nor expiration will release either party from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration, or, if later, the date when the Premises are restored to its condition as of the Effective Date. 24. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public record. 25. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions. 26. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License. 27 Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the parties hereto relating to Licensee's use of the Premises as described herein. However, Form 431; Rev. 20140801 -10- Law Department Approved Tracking #14-50523 nothing herein is intended to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in any prior written agreement between the parties. 28. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 29. Waiver. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. 30. Interpretation. 30.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based upon the source of the draftsmanship; both parties hereby agree that this License shall not be subject to the principle that a contract would be construed against the party which drafted the same. Article titles, headings to sections and paragraphs and the table of contents (if any) are inserted for convenience of reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The exhibit or exhibits referred to herein shall be construed with and as an integral part of this License to the same extent as if they were set forth verbatim herein. 30.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import; "writing", 'Written" and comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible form; references to any person are also to that person's successors and permitted assigns; "hereof", "herein", "hereunder" and comparable terms refer to the entirety hereof and not to any particular article, section, or other subdivision hereof or attachment hereto; references to any gender include references to the masculine or feminine as the context requires; references to the plural include the singular and vice versa; and references to this License or other documents are as amended, modified or supplemented from time to time. 32. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original but which together shall constitute one and the same instrument, and the signature pages from any counterpart may be appended to any other counterpart to assemble fully executed documents, and counterparts of this License may also be exchanged via email or electronic facsimile machines and any email or electronic facsimile of any party's signature shall be deemed to be an original signature for all purposes. 33. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF Railway Company, END OF PAGE — SIGNATURE PAGE FOLLOWS Form 431: Rev. 20140801 11 - Law Department Approved Tracking #14-50523, This License has been duly executed by the parties hereto as of the date below each party's signature; to be effective, however, as of the Effective Date. LICENSOR: BNSF Railway Company, a Delaware corporation By: Jones Lang LaSalle Brokerage, Inc., 4300 Amon Carter Blvd, Suite 100 Fort Wort TX 76155 By: — Darter ---------- -- Title: Sr. Vice President - National Accounts Date: LICENSEE: CITY OF RENTON a Washington corporation By: Renton City Hall - 5th Floor 1055 South Grady Way Renton, WA 980 By: - Title: Date: 12- Form 431; Rev. 20140801 AF/ ( REMOVE EX 72-0IA 8R CK MH AND REPLACE WITN Cl) NEW 84 DIA SMH 531 -185 I PER DETAIL 11C-2 F 1 sTa,.00 J N OFFSET 1RT - �� IJ Existing RR Tracks PK 1 �3037".4a EL 4109 s (tT s J ` a;h All / GB-156 - s / a R Io r-- 4 s x 24' VCP SS x SEE DWG C-3 SEWER RELIN / REOUIREME 65 Existing sewer under tracks will be rehabilitated using a cured in 60 place pipe process. This is a trenchless rehabilitation 5, technology requiring no excavation. See Drawing C-3. (City has an existing crossing 5( permit for the sewer line) 41 4, 3 3 7 BHC Consultants, LLC nr A. e 206 5C5 34aa MSUI.TANTS � = 05 ;a'�=m i 0 Existing manhole will be removed i/ and replaced with larger manhole. / See Drawing C-2. rd ( f It -. J a A8-2 i 2 /l 24" SS 35 1.4 a AS REQUIRE f / REM VE EX 12' E' SS I � EXt18' F57Z�S MH 5317-186 ' SADDLE TYPE STA 2-27�' '9 MiNrl GEI IL1N : MIN Y- PX 1 IN 18115'.0 R:53 98 EX t3".VCPSS AND c UGGED --.,LI- /'AN3ABANDONED' / GP J BECOWGRADE --- EX 15" CO C SS New sewer manhole access cover at / 2 grade will remain outside of BNSF ROW. EXI5T G RIGHT OF WAY �' / '4 \� _ __ ,_.—�• ,1•:__--v ENTERPRISE CAR RENTAL — J Co CJL SUNSET BLVD N N APPROX EX APPROX w w = J FENCE LINE - FINISHED w GRADE AT C'! al STATIONING - U w Q J 21 = w / VERIFY DEPTH OF L7I / EX UTILITIES TYP I 1 t � 1 J PSG SS - --. 35 LY VJ11Fl 122_ VCP SS- EX 24 VE X 12" O `12 VCP SS REM110 FT 6 7 S 1p1FjI N W _ v1 QQ' ww•. - �N O?w n 1 5 1 W W N A N Q � � W W h W ,0 - - PIPE TRENCH DIET, IL PER REN'GN STD PL kN 110 rI 1 0 I 2 0 5 NO. I REVISION I By I DATE I APPR I z F Temporary Occupancy Permit Attachment 1 of-3- NOTES: r' j , CONTRACTOR SHALL DEVELOP AND r Y SUBMIT A TRAFFIC CONTROL PL4N FOR WORK IN SUNSET BLVD N THE TRAFFIC 1 CONTROL PLAN SHALL BE APPROVED BY THE ENGINEER PRIOR TO BEGINNING ANY WORK IN SUNSET BLVD N SEE f J D'APGG-2 FOR ADDITIONA! TRAFFIC CONTROL NOTES a / '2 SEE SPECIFICATIONS FOR BYPASS PUMPING REQUIREMENTS a 3 REFER TO GEOTECHNICAL / ENGINEERING REPORT (AVAILABLE FOR 3 REFERENCE ONLY) FOR INFORMATION - i ON PROJECT SOIL BORINGS AB-1 AB-2 i5 i0 55 SO 45 40 35 30 25 20 15 H03Q ,_.�.�_ CITY OF rcRi: I•-5'-0' G• RENTON OANM Public Works Dept CONSTRUCTION NOTES: O7 REMOVE AND REPLACE AC PAVEMENT PER RENTON STD PLANS 110 AND 110 1 OREMOVE AND REPLACE SIDEWALK CURB AND GUTTER AND A -- PER RENTON STD PLANS 102 AND 103 AND PEP. WSDOT STD PLAN F-10 12-02 OREMOVE EXISTING 6' CHAIN LINK FENCE AS NECESSARY AND REINSTALUREPLACE FENCE TO MATCH EXISTING OREMOVE AND REINSTALL DISTURBED RAILROAD TIES BETWEEN BARK AND GRAVEL LOT TO MATCH EXISTING O5 REMOVE SOIL IN 3 LAYERS AROUND MH TO PREVENT SOIL LOADING ON ONE SIDE OF THE MH OCUT UPSIZED PENETRATION WITH POWER SAW NO HAMMERING ALLOWED CONNECT NEW SEWER PIPING WITH NPC WATERSTOP GROUTING RING OR EQUAL FILL VOID VNTH NON SHRINK GROUT O7 REMOVE AND REPLACE MH CHANNEL PER SPECIAL PROVISIONS SPEC SECTION 7-26. EXCEPT EXTEND CHANNEL HEIGHT TO TOP OF 24" SS OREMOVE EXISTING SHRUBBERY AS NECESSARY AND REPLACE WITH SEED FERTILIZER AND MULCH PER WSDOT SPEC SECTION M1 3(2) OREMOVE AND REPLACE DISTURBED GRAVEL AND BARK TO MATCH EXISTING 10 TRENCH BACKFILL SHALL BE CSTC FOR ALL SENDER UNDER PAVEMENT NATIVE MATERIAL FOR TRENCH BACKFILL MAY BE USED ELSEWHERE PROVIDED IT MEETS THE REQUIREMENTS OF GRAVEL BORROW PER WSDOT SECTION 9-03 14(1) Preliminary Permit Call 48 Hours Review Set Before You Dig Ci— Not For Construction 1-800-424-5555 06-2014 _ r_e aaac-- sea. r_ CENTRAL RENTON SEWER INTERCEPTOR �JUNE 2014 RELINE & UPSIZE PROJECT SEWER UPSIZE PLAN & PROFILE C-1 4 a 6 I N G 5C f00 C7 p Scare m Feer N > O iC FORNANDPAVEAME RESTSMH 24'GPPSS MH I SfEOWGC-1FOR'REPLACEMENTDETAILSS M HSEE 5317 1 r7 - - t t249184 ---s'' �. - ' 531Z. 4th V IF.,Ale V�r 4.4 a. -- A, , A 1 A I . �►�; h. ' . ' ♦ � w`F�'rr I w It .1 SCHEDULE - CURED IN PLACE PIPE FOR SANITARY SEWER STREET UPSTREAM MANHOLE APPROX DEPTH TO PIPE INVERT DOWNSTREAM MANHOLE APPROX DEPTH TO PIPE INVERT EXISTING PIPE MATERIAL PIPE SIZE APPROX RUN LENGTH APPROX # LATERALS TO REINSTATE N 4TH ST 5317-185 11 3 FT 5317-184 4 8 FT VITRIFIED CLAY 24 356 FT 3 N 4TH ST 5317-194 4 8 FT 5317-249 5 6 FT VITRIFIED CLAY 24 203 FT 0 TOTAL 24" 559 FT 3 BHC Consultants, LLC C i6C ash-r 981 , �eaM.'a Wash-ptcn 99.7� 206 101 1400 C SULTANfS w% akc��ar�!m CIPP PLAN AND SCHEDULE PLAN NOTES: 1 CONTRACTOR SHALL DEVELOP AND SUBMIT A TRAFFIC CONTROL PLAN FOR WORK IN N 4TH ST THE TRAFFIC CONTROL PLAN SHALL BE APPROVED BE THE ENGINEER PRIOR TO BEGINNING ANY WORK IN N 4TH ST REPLACE TYPE C TRAFFIC CURB TO MATCH EX PER RENTON STD PLAN H007 CONSTRUCTION NOTES: OLE,', SMH 5317-185 S4ALL BE INSTALLED PRIOR TO BEGINN;NG CIPP WORK .,• -�. tea APPROX REPLACE YELLOW REPLACEMENT PAVEMENT MARKING LIMITS TYP TO MATCH EX / �PAS NC "'" �► CITY OF i a=eRp'_SE. PE RENTON .� P S.0, DATUM J rPESNEl. P E. F ` Public Works Dept. No. REVISION BY DATE APPR zY- REMOVE AND REPLACE 4 CONC PANELS PER RENTON STD PLAN 111, APPROX SIZE=10'x10'x12" THICK EACH PANEL — MANHOLE AND PAVEMENT RESTORATION (LOOKING WEST) DETAIL rj::� REMOVE 72 DIA MANHOLE TOP FOR INSTALLATION OF CIPP REINSTALL AND ROTATE APPROX 135' CCW AS APPROVED BY THE CITY IN THE FIELD REPLACE 4" V4'HITE TYPE 1 LINE MARKERS TO MATCH EX PER RENTON STD PLAN H007 AND 109 1 TYP 20 MIN Preliminary Permit Call 48 Hours Review Set Before You Dig Not For Construction 1-800-424-5555 06-2014 vcEa���mc sE.:_F CENTRAL RENTON SEWER INTERCEPTOR JUKE 201♦ RELINE & UPSIZE PROJECT SEWER RELINE PLAN & DETAILS I C-3 I PLANNING/BUILDING/PUBLIC WORKS DEPARTMENT Renton City Hall 1055 South Grady Way, Renton, WA 98055 �Q UTILITY SYSTEMS DIVISION 425.430 7234 Fax: �'NTp \1 ❑ TRANSPORTATION SYSTEMS DIVISION 425-430.7321 Fax: 425.430.7241 425.430-7376 To: k,11Tv /A/ vim, L-,Q ;, ire DATE: /%pig „ 3O Zc� S' JOB No. RE: ry An.,., / Gd-/7rT�cn -7;L WE ARE SENDING YOU - ❑ ATTACHED ❑ SHOP DRAWING ❑ PRINTS ❑ COPY OF LETTER ❑ ❑ Under Separate Cover via the following items: ❑ REPRODUCABLE PLANS ❑ SPECIFICATIONS ❑ ORIGINALS COPIES DATE NUMBER DESCRIPTION / REMARKS / A -/AL C. N FG_Jl Fr. �. r=- i� <i /i✓i ../ r/' T Gr'�r //+/e'� 'F�e-ESN.. MESSAGE: These are transmitted as checked below: ❑ FOR SIGNATURE APPROVAL. ❑ APPROVED AS SUBMITTED ❑ RESUBMIT COPIES FOR APPROVAL ❑ FOR YOUR USE ❑ APPROVED AS NOTED ❑ SUBMIT COPIES FOR DISTRIBUTION ❑ AS REQUESTED ❑ RETURNED FOR CORRECTIONS ❑ RETURN CORRECTED PRINTS ❑ FOR REVIEW AND COMMENT ❑ ❑ PRINTS RETURNED AFTER LOAN TO US Copies to: From: floc-. < L-1,c IF ENCLOSURES ARE NOT AS NOTED, PLEASE NOTIFY US AT ONCE. PBPW5001 09/99 bh Insurance Requirements for the following Agreement: Temporary Occupancy Commercial General Liability Contractual Liability with a combined single limit of a minimum of $2,000,000 each Insurance occurrence and an aggregate limit of at least $4,000,000. Business Automobile Combined single limit of at least $1,000,000 per occurrence. Insurance Workers Compensation and Employers' Liability with limits of at least $500,000 each accident, $500,000 by Employers Liability Insurance disease policy limit, $500,000 by disease each employee. Railroad Protective Liability Coverage of at least $2,000,000 per occurrence and $6,000,000 in the aggregate, Insurance with the exception of New Mexico in which coverage is $5,000,000 per occurrence and $10,000,000 in the aggregate Note: These limits are subject to change without notice. An Agreement will be provided to you, which contains details concerning insurance requirements. Please send the following so we may process your License request: 1. If License is for a Seismic Survey send a copy of your Lease Agreement. 2. Completed Application. 3. $600 non-refundable processing fee. Check should be made payable to BNSF Railway Company. 4. One set of drawings (no larger than 11 x 17) for the area to be occupied. (Include: streets, distance from tracks and streets, mileposts if available and any distinguishing land marks.) Please ensure all information is accurate, as each change will add an additional $600 to the processing fee. Forward application and payments to: Jones Lang LaSalle Brokerage, Inc. Attn: Permit Services 4300 Amon Carter Blvd. Suite 100 Ft. Worth, TX 76155 RAILWAY Jones Lang LaSalle Brokerage, Inc. Attn: Permit Services 4300 Amon Carter Blvd. Suite 100 Fort Worth, TX 76155 APPLICATION FOR TEMPORARY OCCUPANCY Applicants Tax ID # 91 6001271 or SS # We submit for your approval the following application for temporary occupancy on BNSF Railway Company's right of way as shown on the enclosed location plan and detailed sketch. Legal Name of Company/Municipality that will occupy the property City of Renton If a corporation State in which incorporated WA (If not incorporated, attach name(s) of owners or partners.) Contact Name: Dave Christensen Phone # 425-430-7212 FAX 425-430-7241 Mailing Address: Renton City Hall - 5th Floor, 1055 South Grady Way, Renton, WA 98057 Email Address: Dchristen @ Rentonwa.aov Legal Name of Contractor performing work If a corporation State in which incorporated Contact Name: Mailing Address: Email Address: Unknown, information will be provided following project bid (If not incorporated, attach name(s) of owners or partners.) Phone # FAX Is this project ARRA funded? Yes ❑ No Is this a condemning authority? Yes ® No ❑ Is Applicant a Railroad Shipper? Yes ❑ No If yes, BNSF Marketing Rep Name Was this service requested by BNSF? Yes ❑ No If yes, BNSF person requesting service Is this in conjunction with a track or track expansion project? Yes El No If yes, BNSF contact name Phone # Phone # Phone # Purpose of Occupancy? Replace an existing City of Renton sewer manhole and rehabilitate an existing sewer Name of nearest town on RR Renton County King County State WA Name of nearest roadway crossing RR NE 3rd St Location of proposed occupancy NE '/a Section 17 Township 23N Range 5E Railroad Milepost Latitude 47.49 Longitude-122.19 Is the work to be performed within 50 ft. of the track? Yes ® No ❑ Percentage of project done within 50 ft. of the tracks. 20 % Area to be occupied 30 ft. (x) 30 ft. Length of time for Project: Date from: 8/1/14 Date to: 11/30/14 - Represents window only, 30 working days anticipated for total project Will a crossing under the railroad tracks be required? Yes ❑ No If yes, location of railroad mileposts Total cost of project $-260,000.00 For a Seismic Survey: Dates you will actually be on property Total # of cables on property Attached to this sheet is a location plan and a detailed sketch. Shown on the sketch are exact dimensions of the project area and distances to the centerline of nearest railroad track and road crossing, bridge or other railroad structure. I understand that submission of this application does not authorize occupan of th perty. E ct ees and insurance requirements will be forwarded after the application has been reviewed and pr y t BNSF. Date: June 20, 2014 Signed: Print Name: yid C se Title: Wastewater Utility Manager, City of Renton Phone #: 425-430-7212 FAX 425-430-7241 IWA`4 Insurance Authority June 19, 2014 P.O. E,t,x 8803)n Tukw-ila. %VA Q811ti Fii � 206 575-7 42G Farmers National Company Jones Lang LaSalle Brokerage, Inc. Attn: Jennifer Kindred Attn: Permit Services 5110 S. Yale Ave., Suite 400 4300 Amon Carter Blvd., Suite 100 Tulsa, OK 74135 Fort Worth, TX 76155 RE: City of Renton BNSF Temporary Occupancy Permit Application Evidence of Coverage The City of Renton is a member of the Washington Cities Insurance Authority (WCIA), which is a self -insured pool of over 150 public entities in the State of Washington. WCIA provides the City of Renton $2 million each occurrence and $4 million general aggregate of Liability Coverage. There are no exclusions or other limitations for work being done within 50 feet of railroad property or for the explosion, collapse or underground hazards. This coverage includes Commercial Auto Liability coverage for any auto owned or hired, borrowed or non -owned and Commercial General Liability. WCIA was created by an interlocal agreement among public entities and liability is self - funded by the membership. As there is no insurance policy involved and WCIA is not an insurance company, your organization cannot be named as an additional insured. Sincerely, Eric B. Larson Deputy Director cc: Gary Lamb John Hobson ;'U.S. BANK OF WASHINGTON 1919=10 RENTON BRANCH _1250 �Y p CITY OF RENTON ACCOUNTS PAYABLE 1_ .., 1055 S.GRADY WAY RENTON, WA 98057 Phiina- (49S1400-6919 sE�.rx._._x,. 012419 06%20/2014 '330287 600.00 PLEASE DETACH BEFORE DEPOSITING CITY OF RENTON, WA 98055 ACCOUNTS PAYABLE CHECK NO.330287 �. INVOICENUMBER� �� -... � ���:DATE..3.a y .. ...,.„ ... .tom---.�.`y-i ..-....y � _b.� ....�..:,,.._eL �, _DESCRIPTION."�.�; f; , �. - #, P O; NUMBER ,,mot K y DISCAUNTfRETA1N,� ., _ ,;�s+s�. ,� iAMOUNT Permit Fee 06/20/2014 Permit Fee for Central Renton Sewer 0.00 600.00 600.00 N 'MO OBtfFY 3!/ REMOVE EX 72" DIA BRICK 3� I AC MH AND REPLACE WITH Existing manhole will be removed e]/ / co T �� NEW64"DIASMH531 -185. i � and replaced with larger manhole. p PER DETAIL 1/C-2 € STA "00 � See Drawing C-2. ♦ / N ? OFFSET 1' RT n � 2 CH Existing RR Tracks a A8-2 / Sob h F.W ° Ace n / / 8 9 C •. e 0miuvo s 1 E 13o37w.48 ` ° s < ? 24" $S ff y IL41.09 ♦ N > DR 35 PVC I T 1 8 6" / MIN �% e ° 1` AB-1 AS REQUIRE M/iV MIN GB-15 . n ' ° / ♦ / REM VE EX 4 O 12"V PSS : PK I 4a - A / ELss9e / 5 ° -- ° EX 12-.VCP SS AND —OH ? T r iy a _ SMFfPLUGG D. ■ r —♦ � r U ABANDONE� 1 P / BELOW GRADE EX 15" CO SS 2 T / New sewer manhole access cover at AC 24" VCP SS, grade will remain outside of BNSF ROW. m., / SEWER RELINE —b _— - _ J E0Si1NC PoCAT 0i WAYAC / REQUIREME S 011l1110"SE CAR FENTAL r Existing sewer under tracks will be rehabilitated using a cured in place pipe process. This is a trenchless rehabilitation technology requiring no excavation. See Drawing C-3. (City has an existing crossing permit for the sewer line) 0 0 JS;LTA[t BHC Consultants, LLC1601 Finn Avenue Sune 50C Seattle Wasn�nylon 98l 01 206 505 340C 206 505 3406 `a 9 wxw nncco—n-ls :cm BNSF Temporary Occupancy Permit Attachment 1 of 3 ♦ NOTES: I 1 CONTRACTOR SHALL DEVELOP AND SUBMIT A TRAFFIC CONTROL PLAN FOR .; WORK IN SUNSET BLVD N THE TRAFFIC EX`18" CONTROL PLAN SHALL BE APPROVED 9 BY THE ENGINEER PRIOR TO BEGINNING ANY WORK IN SUNSET BLVD N SEE EX MH 5317-186 SADDLE TYPE / 1 / DWG G-2 FOR ADDITIONAL TRAFFIC CONTROL NOTES / STA 2.27t SEE SPECIFICATIONS FOR BYPASS -� GB-10 ° It PUMPING PUMPING REQUIREMENTS 3 REFER TO GEOTECHNICAL ENGINEERING REPORT (AVAILABLE FOR REFERENCE ONLY) FOR INFORMATION ON PROJECT SOIL BORINGS AB-1, AB-2. r 65 C/L SUNSET BLVD N r N 60 APPROX EX APPROX = J 60 FENCE LINE FINISHED W W . U) GRADE AT C/L x_ w STATIONING U a � � l W X 50 LL I r` N 50 O =1 N = w / VERIFY DEPTH OF l I ( I 0 MIf / EX UTILITIES. TYP ) 45 - 45 1 I ._ SR35PVC �F - 24 WI"fH 122• z �SS SS 40 EX 2" X 12 VCP m VCP REMOVE 0 FT IF1 6 7 S 11 W 35 - ^ 35 e o __ n 11 ww 30 30 DN O?w 25 -- W W N 25 w w w 10 PIPE TRENCH DET kIL PER RENTON STD P N 110 20 — 20 2 15 .e KPO HORIZ. 1"510'-0- CITY OF n T. wrEHOUSE. PE VERT: 1"-5'-0" RENTON �. swoH QANY J. KRESHEL. P.E. l PYAc Works apt' NO. REVISION 9Y OATE APPR CONSTRUCTION NOTES: 1O REMOVE AND REPLACE AC PAVEMENT PER RENTON STD PLANS 110 AND 110 1 (D REMOVE AND REPLACE SIDEWALK. CURB AND GUTTER, AND AC PER RENTON STD PLANS 102 AND 103, AND PER WSDOT STD PLAN F-10 12-02 OREMOVE EXISTING 6' CHAIN LINK FENCE AS NECESSARY AND REINSTALUREPLACE FENCE TO MATCH EXISTING O4 REMOVE AND REINSTALL DISTURBED RAILROAD TIES BETWEEN BARK AND GRAVEL LOT TO MATCH EXISTING OS REMOVE SOIL IN 3' LAYERS AROUND MH TO PREVENT SOIL LOADING ON ONE SIDE OF THE MH O6 CUT UPSIZED PENETRATION WITH POWER SAW, NO HAMMERING ALLOWED CONNECT NEW SEWER PIPING WITH NPC WATERSTOP GROUTING RING. OR EQUAL FILL VOID WITH NON SHRINK GROUT O7 REMOVE AND REPLACE MH CHANNEL PER SPECIAL PROVISIONS SPEC SECTION 7-26, EXCEPT EXTEND CHANNEL HEIGHT TO TOP OF 24" SS REMOVE EXISTING SHRUBBERY AS NECESSARY AND REPLACE 0 WITH SEED. FERTILIZER AND MULCH, PER WSDOT SPEC SECTION 8-01 3(2). O9 REMOVE AND REPLACE DISTURBED GRAVEL AND BARK TO MATCH EXISTING 10 TRENCH BACKFILL SHALL BE CSTC FOR ALL SEWER UNDER PAVEMENT NATIVE MATERIAL FOR TRENCH BACKFILL MAYBE USED ELSEWHERE PROVIDED IT MEETS THE REQUIREMENTS OF GRAVEL BORROW PER WSDOT SECTION 9-03 14(1) Preliminary Permit Call 48 Hours Review Set Before You Dig Ci- Not For Construction 1-800-424-5555 06-2014 UUDERURO-D SER-E CENTRAL RENTON SEWER INTERCEPTOR �JAC 2014 RELINE & UPSIZE PROJECT SEWER UPSIZE PLAN & PROFILE 4 6 CV C 50 100 t` DO O S are Feer N d O � 2 FOR MANHOLE AND PAVEMENT w P149-" . RESTION, SEE07DETAIL11. NOTES: 1 CONTRACTOR SHALL DEVELOP AND SUBMIT A TRAFFIC CONTROL PLAN FOR WORK IN N 4TH ST THE TRAFFIC CONTROL PLAN SHALL BE APPROVED BE THE ENGINEER PRIOR TO BEGINNING ANY WORK IN N 4TH ST OSEE DVtG C-1 FOR REPLACEMENT DETAILS r� S M H i 7531, - - - 185 • REPLACE TYPE C TRAFFIC CURB MATCH EX PER RENTON STD PLAN H007 SCHEDULE - CURED IN PLACE PIPE FOR SANITARY SEWER UPSTREAM APPROX DEPTH TO DOWNSTREAM APPROX DEPTH TO EXISTING PIPE APPROX APPROX # STREET MANHOLE PIPE INVERT MANHOLE PIPE INVERT MATERIAL PIPE SIZE RUN LENGTH LATERALS REINSTATE N 4TH ST 5317-185 11 3 FT 5317-184 4 8 FT VITRIFIED CLAY 24" 356 FT 3 N 4TH ST 5317-184 4 8 FT 5317-249 5 6 FT VITRIFIED CLAY 24 203 FT _ TOTAL 24" 559 FT 3 JS;LTAP� BHC Consultants, LLC 1601 FiRtt Avenue Suite 500 SeaRie WasNn;n9e101 2065053400 2, bhC�ulta�ts Com CIPP PLAN AND SCHEDULE PLAN -CASE 1 =5C-0 CONSTRUCTION NOTES: 0 NEW SMH 5317-185 SHALL BE INSTALLED PRIOR TO BEGINNING CIPP WORK APPROX REPLACE YELLOW REPLACEMENT PAVEMENT MARKING LIMITS TYP TO MATCH EX REMOVE AND REPLACE 4 CONC PANELS PER RENTON STD PLAN 111. APPROX SIZE=1O'x10'x12" THICK EACH PANEL MANHOLE AND PAVEMENT RESTORATION (LOOKING WEST) T°` A5 NOTED CITY OF w"TE"OuSE. FE RENTON Pam. vtacE+ I i DATUY I rFESr,EE, a E. Public Works Dept. NO I REVISION BY DATE APPR REMOVE 72" CIA MANHOLE TOP FOR INSTALLATION OF CIPP. REINSTALL AND ROTATE APPROX 135' CCW AS APPROVED BY THE CITY IN THE FIELD REPLACE 4" WHITE TYPE 1 LINE MARKERS TO MATCH EX PER RENTON STD PLAN H007 AND 109 1 TYP 20 MIN Preliminary Permit Call 48 Hours Review Set Before You Dig Cl— Not For Construction 1-800-424-5555 06-2014 UNDERGROUND SERE CENTRAL RENTON SEWER INTERCEPTOR wUNE 2014 RELINE & UPSIZE PROJECT SEWER RELINE C-3 PLAN & DETAILS 6 " 6 , CROSSIG AGREE- ---.,THIS J —_ ,THIS AGF.EEME NT, made and entered into this �IItfti/day of 10-A-21 by and between F!!CIFIC COAST R. R. CO., a �,'as_ i ngton corporation, fi-ost oa.rty, and CITY OF REI�;TON, a municipal coroorati on of King County, State of second party, (1 INI'iNESSETH: uzEAS, PE.cifis Coast R. R. Co. in consideration of the sun of One Dollar (4,1.00), receipt of which is ac'-,nowledged, and the agreements hereinafter contained, to be 'ept and performed by second party, hereby permits the second _party to lay, maintain and use a. oroperl,,r ,-ein_'orced 2^ inch sewer oi.De, under and across the right Of ray and tracks of first party's� L, e t.'iashington branch line at its Engineer's Tr_;c1: Center Line Station 690 + 16.36, said Engineer' Station being also at the point of intersection of the center line of said pipe and of nth Avenue INiorth, as the same is platted in the said City of Renton, produced over and across said right of tray of first party, all as shovrn on blue print 'map attached 'hereto, marked Exhibit A, and by this reference made a part hereof. _�TOiTT, TH11 iFFORE, it is agreed byand bets een the part' es hereto as follo-Ts: 1. Subject to the terms, provisions, and conditions hereinafter contained, first party hereby consents and agrees that during the term of this agreement second party may at its own expense; construct, main- tain and use the serer hereinabove referred to for the -purposes author- ized by the City of Renton, under and across the right of tray and tracks of first oarty in the City of Renton, 7.7ashington, at Station 690 f 16.36, as shovm on the map hereto attached marked Exhibit A. 2. The consent and agreement expressed in pararaph l shall be and is conditioned as follows: (a) If the first party shall at any time desire to lay upon its right of nay additional tracks or shall desire to change the grade of its present or any future tracks the second party will at its own expense make such changes in the grade, construction and location of said sewer pipe as may be desired and directed_ by the first _party, but in such case the first party may at its election do the necessary work and furnish the material therefor and the second party Ygill upon demand, whether before the Mork is commenced or afterv,,asds, pay the reasonable exoense thereof e (b) That said seTe-r shall be constructed and maintained by second party at its ovm expense and shall not be used for other purposes than authorized and permitted by the said second party• -1- (c) That said setter shall be so constructed and installed that no point thereof shall be less than eight (8) feet below the bottom of the ties on first party' s right of way. (d) That second party shall construct, maintain, use, .repair and renew said sewer in such manner as not to endanger the property or operations of first -party, or any other person or cor- poration authorized to use its right - of - 'Tay, nor to interfere with the use of the aforesaid tracks by first :party or by any other person or corporation authorized to use said tracks. (e) That second party at its o;=;n expense shall and will protect the tracks and property of first party iron daxaage from the _presence of said sewer or from any viork connected therewith, in a manner satisfactory to the roadmaster of first party, and if first party so elects, second party will -per-mit first -party to protect said tracks and -_property to its- otwm satisfaction at the expense of second _Harty, and second party will reimburse first party therefor upon receipt, of bill or bills. (f) Second party shall indemnify first party and any and all persons licensed to use its right-of-way and tracks from and a.oainst all loss, cost, damage, expense, and liability 1;Thich first party or its said licensees May incur by reason of the construction, T?aintenance, repair or use of said sexier by second party or its successors or assigns. Second pasty covenants and agrees to observe, perform, and comply .:,ith each and all of the conditions contained in this paragraph. 3. This agreement shall be and become effective from and after the date hereof and shall be and remain in full force and effect until termination as herein provided. This agreement shall terminate if and v-hen second party, its successors or assigns, permanently ceases to use the said sewer beneath said tracks and right-of-way of said first party. 4. Upon termination of this agreement second ,party, at its ov;n expense, shall and will take up and remove all of said sewer from beneath the tracks and right-of-,�7ay of first party and restore the area occupied by said sexier to a condition satisfactory to first party. - 2- 5. This agreement shall be binding upon the parties hereto and their respective successors and assigns, but second Dax�u y shall not assign its riE;h'u.s herein without the consent of first party in v,ritinJ first obtained. IN WITNEL;jSS VHEEREOF, the -oarties hereto have executed this agreement as of -U'-n-e day and year first above written. 11 P4.G1—I-C--'C&A,ST R. R. CO. A T T.E S T ; j . , , ► .__..._._ By- --------- President Assistant Secreta,�y CITY OF RENTON A'----'T E 3 T Mayor City Clerk -3- -1, ''* , I - , 1-l!" , -1 , - I �,;-j;-i , .1 -, � �� ";? -;L ""I1161 *�I ,, - .�Llj .... ., ) I � � � -7-z ,_ - - , ,f�` , , --,!II�.��-� ".r, S" T, I I'll-5 I .; 7 1 `71 , � I . . , �_ , ,�� .. -, � , ;� , , , �4. ., . AT I - I - ; � , - "� i- , , " .., � ql-- ff__'_�-"", , . . .1 ;; ,�, ,,, � 11 i - " - -, ".) 't - 1z . � ". - � , I R ,A�gll . 4" . I . . . I . ?L � ___1 - , ,_ , - d t III- R4 1 51, ii'l- � � � � .- ", , �, . , � �", 1� I . � , , . �)� 'r . I J I. , � � - . . t I - 0: � � , . . I I � I . - - - A; -II: , I .`,-� � I I *' .: I , 1'�: _,-�, i �jm -,�' , 1�7 V, ` Q 'I - -I I I I � I .1 '. I 4 Xi ., " . - , '. . It . , - L : 1__,�, . , 1, 4, , � A , �c _�'� I $11 , 1! , Q � " 1� ,�', _, . - I . j , I q . . . . i - �� 1� %;, vkl; , , i � I I ` '1 L � - . I,— W" V � �� I . kiol i X.j, I . ".. I .� . I 1� , , , , ,­ ., � '. 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A 1 .4-13 I", �L, 1_: , �_ I.- - _,:!� :" '4 1_ . 1. , �a.:­^, 2 M 4j, I -A d. A 41 19 1011, U.S.IBANK�OFtWASHINGTON--,Z*Z��',�: z;l 7. l 250 -,f!, i, ' ;y—, EN' TON"' ACCOUNTSi n'TAYABUE�;�' 'r U-C_ , 63nv'. hVf,, 7 - ­t3- VENDO HECKAMOUNT, '.V,7 - NUMBER 2419.., .1 ',U 09/20 ::'8/2*-14:, 426) ,. hUni��',(-4-3 0-6919 4 Rhpne�,,(425)* MOO AFTER -r!4 0.. Thrq�eThdU�Md.SbVi PAY W�H. Ohdr6dTNi/dfifyFiVeDolib't§ and No Cents - % -PAY. NSF RAI LWAYQ 0 MPANY 4 'MAYOR .,�-B Tq.,THErUONE&,LANG�UASALLE�fkQKERA6E ' - f'.QRDER 4300-AM0WQ­ARTER,�BLVD --STE­1:QQ.:,?t-, ', J H'�;T-X-, 55,n; bM,:W0RT- X _9AWMST RATOR PLEASE DETACH BEFORE DEPOSITING CITY OF RENTON, WA 98055 ACCOUNTS PAYABLE CHECK NO.332245 1?��VCYI E,�=U 7— _(Z� -FE�_jf:f '=====�gSER 7PTI_jN—' U 'ij= `�_­ _3_1S_C0LNT_lF�E_fAljZ:= 7,E- Permit Fee 08/26/2014 Permit Fees - Termporary Occupancy 0.00 3,725.00 3,725.00 Insurance Authority June 19, 2014 P.O. Box 88030 Tukwila. WA 98138 Phone: 206-575-6046 Nix: 206-575-7 426 Farmers National Company Jones Lang LaSalle Brokerage, Inc. Attn: Jennifer Kindred Attn: Permit Services 5110 S. Yale Ave., Suite 400 4300 Amon Carter Blvd., Suite 100 Tulsa, OK 74135 Fort Worth, TX 76155 RE: City of Renton BNSF Temporary Occupancy Permit Application Evidence of Coverage The City of Renton is a member of the Washington Cities Insurance Authority (WCIA), which is a self -insured pool of over 150 public entities in the State of Washington. WCIA provides the City of Renton $2 million each occurrence and $4 million general aggregate of Liability Coverage. There are no exclusions or other limitations for work being done within 50 feet of railroad property or for the explosion, collapse or underground hazards. This coverage includes Commercial Auto Liability coverage for any auto owned or hired, borrowed or non -owned and Commercial General Liability. WCIA was created by an interlocal agreement among public entities and liability is self - funded by the membership. As there is no insurance policy involved and WCIA is not an insurance company, your organization cannot be named as an additional insured. Sincerely, Q� Eric B. Larson Deputy Director cc: Gary Lamb John Hobson JONES LANG LASALLE. May 9, 2016 City of Renton Attention: Mr. John Hobson Renton City Hall — 51' Floor 1055 South Grady Way Renton, WA 98057 Dear Mr. Hobson: Jones Lang LaSalle Americas. Inc. 4300 Amon Carter Blvd., Suite 100 Fort Worth, Texas 76155 tel +1 817-230-2600 fax +1 817 306-8265 16-54784 Attached please find a copy of the requested contract for execution by an official authorized to execute contract agreements on behalf of your company. Please print two (2) copies execute and return both copies with original signature for completion on part of BNSF Railway Company ("BNSF") to this office, along with the following requirements: • A check in the amount of $1,300.00 payable to BNSF Railway Company which covers the contract fee. Please note the agreements cannot be executed by BNSF without an approved insurance certificate. If there are any issues with your insurance, you will be contacted by a member of the Risk Management team of BNSF Railway. 1. A Certificate of Insurance as required in the agreement. 2. A separate policy for Railroad Protective Liability Insurance as required in the agreement (ORIGINAL POLICY MUST BE PROVIDED). BNSF Railway Company will be the only insured party; OR, - In lieu of providing a separate policy for Railroad Protective Liability Insurance; you may participate in the BNSF's Railroad Protective Policy by checking the appropriate box in the contract and including an additional S725.00 with your check. PLEASE ADVISE IF THIS PROJECT IS ARRA FUNDED. Acceptance and deposit of any check by BNSF does not constitute an agreement between BNSF and Licensee for the requested license. BNSF shall not be obligated to hold the check in a separate fund, but may commingle the funds with other funds of BNSF, and in no event shall BNSF be responsible for interest on said funds. The enclosed permit is not a binding agreement and shall become binding only when, and if, it is executed by you and fully approved and executed by BNSF Railway Company. Upon completion on behalf of BNSF, one fully executed counterpart will be returned for your records. The specifications/plans you provided may differ from BNSF's minimum specification requirements. Therefore, prior to your installation, please review the Exhibit A to determine the specifications necessary for your installation. Please be informed that if contracts, fees, and insurance are not returned within sixty (60) days, the processing fee will increase to $1,550.00. Sincerely, l��ii�tia �.�a2 Katrina Salazar Assoicate Manager - Permits Attachment Law Department Approved TEMPORARY OCCUPANCY PERMIT Tracking #16-54784 THIS TEMPORARY OCCUPANCY PERMIT ("License"), is made to be effective , 2016, (the "Effective Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor") and CITY OF RENTON, a Washington corporation ("Licensee"). In consideration of the mutual covenants contained herein, the parties agree to the following: GENERAL 1. Grant of License. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and estates of third parties, including, without limitation, any leases, use rights, easements, liens, or other encumbrances, and upon the terms and conditions set forth below, to temporarily occupy, in strict accordance with the drawings and specifications approved by Licensor as part of Licensee's application process (the "Drawings and Specifications"), for the purposes specified in Section 4 below, Licensor's rail corridor at or near Renton, County of King, State of Washington, Line Segment 0405, Mile Post 2.90 as shown on the attached Drawing No. 66438, dated April 1, 2016, attached hereto as Exhibit "A", and incorporated herein by reference (the "Premises"). 2. Term. This License shall commence on the Effective Date and shall continue for a period of eight (8) months, subject to prior termination as hereinafter described. 3. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees, licensees, easement beneficiaries or lien holders, f any, or interfere with the use of such improvements. 4. Use. Licensee shall use Premises exclusively as a site to replace an existing City of Renton manhole and rehabilitate an existing sewer. Licensee shall not use the Premises for any other purpose. 5. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises or permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without Licensor's prior written consent. COMPENSATION 6. License Fee. Licensee shall pay Licensor, prior to the Effective Date, the sum of One Thousand, Three Hundred and No/100 Dollars ($1,300) as compensation for the use of the Premises. 7. Costs and Expenses. 7.1 For the purpose of this License, "cost" or "costs" and "expense" or "expenses" includes, but is not limited to, actual labor and material costs including all assignable additives, and material and supply costs at current value where used. 7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below) for all costs and expenses incurred by Licensor in connection with Licensee's use of the Premises, including but not limited to the furnishing of Licensor's flaggers and any vehicle rental costs incurred. Licensee shall bear the cost of flagger services and other safety measures provided by Licensor, when deemed necessary by Licensor's representative. Flagging costs shall include, but not be limited to, the following: pay for at least an eight (8) hour basic day with time and one-half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid holidays (as applicable); railway and unemployment insurance; public liability and property damage insurance; health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for railway labor or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may increase flagging rates. Flagging rates in effect at the time of performance by the flaggers will be used to calculate the flagging costs pursuant to this Section 7. 8. Payment Terms. All invoices are due thirty (30) days after the date of invoice. If Licensee fails to pay any monies due to Licensor within thirty (30) days after the invoice date, then Licensee shall pay interest on such unpaid sum from the due date until paid at an annual rate equal to the lesser of (i) the prime rate last published Form 431; Rev. 20140801 -1- Law Department Approved Tracking #16-54784 in The Watt Street Journal in the preceding December plus two and one-half percent (2%%), or (ii) the maximum rate permitted by law. LICENSER'S RESERVED RIGHTS 9. Reserved Rights of Use. Licensor excepts and reserves the right, to be exercised by Licensor and any other parties who may obtain written permission or authority from Licensor: 9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication pipeAines/cables and appurtenances and other facilities or structures of like character upon, over, under or across the Premises existing as of the Effective Date; 9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities, structures and related appurtenances upon, over, under or across the Premises; or 9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided Licensor uses all commercially reasonable efforts to avoid material interference with the use of the Premises by Licensee for the purpose specified in Section 4 above. LICENSEE'S OPERATIONS 10. Use of the Premises. 10.1 Licensee shall notify Licensor's Roadmaster, Daniel Baker at 2454 Occidental Ave S, Ste. 2D, Seattle, WA 98134, telephone (206) 625-6462, or email daniel.baker2@bnsf.com at least ten (10) business days prior to entering the Premises. In the event of emergency, Licensee shall notify Licensor of Licensee's entry onto the Premises at the telephone number above as soon as practicable and shall promptly thereafter follow up with written notice of such entry. 10.2 Licensee's on -site supervisors shall retain/maintain a fully executed copy of this License at all times while on the Premises. 10.3 While on the Premises, Licensee shall use only public roadways to cross from one side of Licensor's tracks to the other. 10.4 Any contractors or subcontractors performing work on the Premises, or entering the Premises on behalf of Licensee shall be deemed servants and agents of Licensee for purposes of this License. 10.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity using mechanized equipment and/or machinery, or place or store any mechanized equipment, tools or other materials, within twenty-five (25) feet of the centerline of any railroad track on the Premises unless Licensee has obtained prior written approval from Licensor. Licensee shall, at its sole cost and expense, perform all activities on and about the Premises in such a manner as not at any time endanger or interfere with (1) the existence or use of present or future tracks, roadbeds or property of Licensor, (ii) the safe operation and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. If ordered to cease using the Premises at any time by Licensor's personnel due to any hazardous condition, Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that Licensor has no duty or obligation to monitor Licensee's use of the Premises to determine the safe nature thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe. Neither the exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the liability allocation provided by this License. LIABILITY AND INSURANCE 11. Liability and Indemnification. 11.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies, partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and agents; (b) "Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, Form 431; Rev. 20140801 -2- Law Department Approved Tracking #16-54784 causes of action, suits, demands, judgments, and expenses (including, without limitation, court costs, reasonable attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs) environmental or otherwise; and (c) "Licensee Parties" means Licensee or Licensee's officers, agents, invitees, licensees, employees, or contractors, or any party directly or indirectly employed by any of them, or any party they control or exercise control over. 11.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR, FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND, OR DESCRIPTION DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO (IN WHOLE OR IN PART): 11.2.1 THIS LICENSE, INCLUDING, WITHOUTLIMITATION, ITS ENVIRONMENTAL PROVISIONS, 11.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE, 11.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES, 11.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR CONTRIBUTED TO BY LICENSEE, OR 11.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY. 11.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES ANY AND ALL CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR IS A GENERATOR, OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED ("CERCLA") OR OTHER ENVIRONMENTAL LAWS (DEFINED BELOW). LICENSEE WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL SUCH CLAIMS. NOTHING IN THIS LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR THE ENVIRONMENTAL CONDITION OF THE PREMISES. 11.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF ANY INDEMNITEE, TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE. 11.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR STRICT LIABILITY OF ANY INDEMNITEE. 11.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other proceeding brought against any Indemnitee by any entity, relating to any matter covered by this Form 431; Rev. 20140801 -3- Law Department Approved Tracking #16-54784 License for which Licensee has an obligation to assume liability for anwor save and hold harmless any Indemnitee. Licensee shall pay all costs and expenses incident to such defense, including, but not limited to, reasonable attorneys' fees, investigators' fees, litigation and appeal expenses, settlement payments, and amounts paid in satisfaction of judgments. 12. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY, AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF, WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 13. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the life of this License the following insurance coverage: 13.1 Commercial General Liability Insurance. This insurance shall contain broad form contractual liability with a combined single limit of a minimum of $2,000,000 each occurrence and an aggregate limit of at least $4,000,000 but in no event less than the amount otherwise carried by Licensee. Coverage must be purchased on a post 2004 ISO occurrence or equivalent and include coverage for, but not limited to, the following: • Bodily Injury and Property Damage • Personal Injury and Advertising Injury • Fire legal liability • Products and completed operations This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: • The definition of insured contract shall be amended to remove any exclusion or other limitation for any work being done within 50 feet of railroad property. • Waiver of subrogation in favor of and acceptable to Licensor. • Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle Brokerage, Inc. • Separation of insureds. • The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. It is agreed that the workers' compensation and employers' liability related exclusions in the Commercial General Liability Insurance policy(s) required herein are intended to apply to employees of the policy holder and shall not apply to Licensor's employees. No other endorsements limiting coverage may be included on the policy. 13.2 Business Automobile Insurance. This insurance shall contain a combined single limit of at least $1,000,000 per occurrence, and include coverage for, but not limited to the following: ■ Bodily injury and property damage. • Any and all vehicles owned, used or hired. This policy shall also contain the following endorsements, which shall be indicated on the certificate of insurance: • Waiver of subrogation in favor of and acceptable to Licensor. ■ Additional insured endorsement in favor of and acceptable to Licensor. • Separation of insureds. • The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. 13.3 Workers' Compensation and Employers' Liability Insurance. This insurance shall include coverage for, but not limited to: • Licensee's statutory liability under the workers' compensation laws of the state(s) in which the services are to be performed. If optional under state laws, the insurance must cover all employees anyway. Form 431; Rev. 20140801 -4- Law Department Approved Tracking #16-54784 • Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease policy limit, $500,000 by disease each employee. This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: ■ Waiver of subrogation in favor of and acceptable to Licensor. 13.4 Railroad Protective Liability Insurance. This insurance shall name only Licensor as the Insured with coverage of at least $2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained under this policy shall only be effective during the initial installation and/or construction of the site. If further maintenance of the site is needed at a later date, an additional Railroad Protective Liability Insurance Policy shall be required. The policy shall be issued on a standard ISO form CG 00 35 12 03 and include the following: • Endorsed to include the Pollution Exclusion Amendment. • Endorsed to include the Limited Seepage and Pollution Endorsement. • Endorsed to include Evacuation Expense Coverage Endorsement. • No other endorsements restricting coverage may be added. • The original policy must be provided to Licensor prior to performing any work or services under this License. • Definition of "Physical Damage to Property" shall be endorsed to read: "means direct and accidental loss of or damage to all property owned by any named insured and all property in any named insured's care, custody and control arising out of the acts or omissions of the contractor named on the Declarations." In lieu of providing a Railroad Protective Liability Policy, for a period of one (1) year from the Effective Date, Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as above. The cost is $725. W I elect to participate in Licensor's Blanket Policy; ❑ I elect not to participate in Licensor's Blanket Policy. 13.5 Intentionally deleted. 13.6 Other Requirements: 13.6.1 Where allowable by law, all policies (applying to coverage listed above) shall contain no exclusion for punitive damages. 13.6.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against Licensor. In addition, Licensee's insurers, through the terms of the policy or a policy endorsement, must waive their right of subrogation against Licensor for all claims and suits, and the certificate of insurance must reflect the waiver of subrogation endorsement. Licensee further waives its right of recovery, and its insurers must also waive their right of subrogation against Licensor for loss of Licensee's owned or leased property, or property under Licensee's care, custody, or control. 13.6.3 Licensee is not allowed to self -insure without the prior written consent of Licensor. tf granted by Licensor, any self -insured retention or other financial responsibility for claims shall be covered directly by Licensee in lieu of insurance. Any and all Licensor liabilities that would otherwise, in accordance with the provisions of this License, be covered by Licensee's insurance will be covered as if Licensee elected not to include a self -insured retention or other financial responsibility for claims. 13.6.4 Prior to entering the Premises, Licensee shall fumish to Licensor an acceptable certificate(s) of insurance including an original signature of the authorized representative evidencing the required coverage, endorsements, and amendments. Licensee shall notify Licensor in writing Form 431; Rev. 20140801 -5- Law Department Approved Tracking #16-54784 at least 30 days prior to any cancellation, non -renewal, substitution, or material alteration. In the event of a claim or lawsuit involving Licensor arising out of this License, Licensee will make available any required policy covering such claim or lawsuit. 13.6.5 Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. 13.6.6 If coverage is purchased on a "claims made" basis, Licensee hereby agrees to maintain coverage in force for a minimum of three years after expiration or termination of this License. Annually, Licensee agrees to provide evidence of such coverage as required hereunder. 13.6.7 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this License. Allocated Loss Expense shall be in addition to all policy limits for coverages referenced above. 13.6.8 Not more frequently than once every five years, Licensor may reasonably modify the required insurance coverage to reflect then -current risk management practices in the railroad industry and underwriting practices in the insurance industry. 13.6.9 If any portion of the operation is to be subcontracted by Licensee, Licensee shall require that the subcontractor shall provide and maintain insurance coverages as set forth herein, naming Licensor as an additional insured, and shall require that the subcontractor shall release, defend and indemnify Licensor to the same extent and under the same terms and conditions as Licensee is required to release, defend and indemnify Licensor herein. 13.6.10 Failure to provide evidence as required by this Section 13 shall entitle, but not require, Licensor to terminate this License immediately. Acceptance of a certificate that does not comply with this Section shall not operate as a waiver of Licensee's obligations hereunder. 13.6.11 The fact that insurance (including, without limitation, self-insurance) is obtained by Licensee shall not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this License. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. 13.6.12 These insurance provisions are intended to be a separate and distinct obligation on the part of the Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby regardless of whether or not indemnity provisions are determined to be enforceable. 13.6.13 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe, LLC", "BNSF Railway Company" and the subsidiaries, successors, assigns and affiliates of each. COMPLIANCE WITH LAWS, REGULATIONS, AND ENVIRONMENTAL MATTERS 14. Compliance with Laws, Rules. and Regulations. 14.1 Licensee shall observe and comply with any and all laws, statutes, regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction ("Legal Requirements") relating to Licensee's use of the Premises. 14.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s) to comply with all of Licensor's applicable safety rules and regulations. Licensee must ensure that each of its employees, contractors, agents or invitees entering upon the Premises completes the safety orientation program at the website "www.BNSFcontractor.com" (the "Safety Orientation") within one (1) year prior to entering upon the Premises. Additionally, Licensee must ensure that each and every employee of Licensee, its contractors, agents and invitees possess a card certifying completion of the Safety Orientation prior to entering upon the Premises. Licensee must renew the Safety Orientation annually. Form 431; Rev. 20140801 -6- Law Department Approved 15. Environmental. Tracking #16-54784 15.1 Licensee shall strictly comply with aii federal, state ana locai environmental Legal Requirements and regulations in its use of the Premises, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials Transportation Act, and CERCLA (collectively referred to as the "Environmental Laws"). Licensee shall not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous substances, as defined by Environmental Laws on or about the Premises. 15.2 Licensee covenants that it will not handle or transport "hazardous waste" or "hazardous substances", as "hazardous waste" and "hazardous substances" may now or in the future be defined by any federal, state, or local governmental agency or body; through or on Licensor's property. Licensee agrees periodically to furnish Licensor with proof, satisfactory to Licensor that Licensee is in compliance with the provisions of this Section 15.2. 15.3 Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at (800) 832- 5452 of any known (i) release of hazardous substances on, from, or affecting the Premises, (ii) violation of Environmental Laws, or (iii) inspection or inquiry by governmental authorities charged with enforcing Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to promptly respond to any release on, from, or affecting the Premises. Licensee also shall give Licensor immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. 15.4 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in any way with respect to the replacement of the existing City of Renton sewer manhole and rehabilitation of an existing sewer which occurred or may occur during the term of this License, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or Licensor's right-of-way. 15.5 Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known to Licensee which create a risk of harm to persons, property or the environment and shall take whatever action is necessary to prevent injury to persons, property, or the environment arising out of such conditions or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any obligation whatsoever imposed on it by this License. Licensee shall promptly respond to Licensor's request for information regarding said conditions or activities. DISCALIMER OF WARRANTIES 16. No Warranties. 16.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR WHICH MAY EXIST BY OPERATION OF LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 16.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER RIGHTS GRANTED HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S CONSTRUCTION, MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE SITE WILL VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY LEASES, USE RIGHTS, EASEMENTS AND LIENS OF ANY THIRD PARTY. Form 431; Rev. 20140801 -7- Law Department Approved Tracking #16-54784 17. Disclaimer of Warranty for Quiet Enjoyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PREMISES NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO COVENANT OF QUIET ENJOYMENT IS MADE. 18. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or claiming any interest in the Premises, or by the abandonment by Licensor of the affected rail corridor, Licensor shall not be liable (i) to refund Licensee any compensation paid hereunder, except for the pro-rata part of any recurring charge paid in advance, or (ii) for any damage Licensee sustains in connection with the eviction. DEFAULT, TERMINATION, AND SURRENDER 19. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 13, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 19.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 21 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 13. 19.2 Should Licensee not comply fully with the obligations of Section 15 regarding the handling or transporting of hazardous waste or hazardous material, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice of termination upon Licensee. 19.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedy set forth in this Section 19 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 19.: In addition to and not in limitation of Licensors rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof. 20. Surrender of the Premises. 20.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost and expense: 20.1.1 remove all of its equipment from the Premises; 20.1.2 report and restore any damage to the Premises or Licensor's other property arising from, growing out of, or connected with Licensee's use of the Premises; 20.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee; and 20.1.4 leave the Premises in the condition which existed as of the Effective Date of this License. 20.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to Licensor or if Licensee fails to complete its obligations under Section 20.1 above (the "Restoration Obligations"), Licensee shall have a limited license to enter upon the Premises solely to the extent necessary for Licensee to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder shall continue in effect until the Premises are surrendered and the Restoration Form 431; Rev. 20140801 -8- Law Department Approved Tracking #16-54784 Obligations are completed. Neither termination nor expiration shall release Licensee from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination, or, if later, the date when Licensee surrenders the Premises and all of the Restoration Obligations are completed. 20.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of such termination of its tenancy, then Licensor may, at its election, either: (i) remove any other Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty (30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to Licensee, take and hold any other Improvements and personal property as its sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so restore. Further, if Licensor has consented to the other Improvements remaining on the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in a form acceptable to Licensor conveying other Improvements to Licensor. MISCELLANEOUS 21. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and assigns of Licensor and Licensee to the same extent as if each such successor and assign was named a party to this License. 21. Assignment. 21.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or interest herein (either voluntarily or by operation of law, merger, or otherwise) without the prior written consent of Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted assignment by Licensee in violation of this Section 21 shall be a breach of this License and, in addition, shall be voidable by Licensor in its sole and absolute discretion. 21.2 For purposes of this Section 21, the word "assign" shall include without limitation (a) any sale of the equity interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity interests of Licensee, (b) any sale of all or substantially all of the assets of (i) Licensee and (ii) to the extent such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization, recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any reorganization, recapitalization, merger or consolidation following which the equity interest holders of Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly or indirectly, at least fifty percent (50%) of the combined voting power of the outstanding voting equity interests of Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN LICENSOR'S SOLE DISCRETION. 21.3 Notwithstanding the provisions of Section 21.1 above or anything contained in this License to the contrary, if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of the provisions of this License (a "Purported Assignment") to another party (a "Purported Transferee"), the Purported Transferee's enjoyment of the rights and privileges granted under this License shall be deemed to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this License, including but not limited to the obligation to comply with the provisions of Section 13 above concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee, for itself, its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related to (in whole or in part) a Purported Assignment. 21.4 The provisions of this Section 21 shall survive the expiration or earlier termination of this License 22. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if (i) Form 431; Rev. 20140901 IE Law Department Approved Tracking #16-54784 placed in the United States mail, certified, return receipt requested, or (ii) deposited into the custody of a nationally recognized overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to such other address as the party to be notified may designate by giving the other party no less than thirty (30) days' advance written notice of such change in address. If to Licensor: Jones Lang LaSalle Brokerage, Inc. 4300 Amon Carter Blvd., Suite 100 Fort Worth, TX 76155 Attn: Permits/Licenses with a copy to: BNSF Railway Company 2301 Lou Menk Dr. — GOB-3W Fort Worth, TX 76131 Attn: Senior Manager Real Estate If to Licensee: City of Renton Renton City Hall — 51h Floor 1055 South Grady Way Renton, WA 98057 23. Survival. Neither termination nor expiration will release either party from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration, or, if later, the date when the Premises are restored to its condition as of the Effective Date. 24. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public record. 25. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions. 26. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License. 27. Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the parties hereto relating to Licensee's use of the Premises as described herein. However, nothing herein is intended to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in any prior written agreement between the parties. 28. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 29. Waiver. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. 30. Interpretation. 30.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based upon the source of the draftsmanship; both parties hereby agree that this License shall not be subject to the principle that a contract would be construed against the party which drafted the same. Article titles, headings to sections and paragraphs and the table of contents (if any) are inserted for convenience of reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The exhibit or exhibits referred to herein shall be construed with and as an integral part of this License to the same extent as if they were set forth verbatim herein. Form 431; Rev. 20140801 -10- Law Department Approved Tracking #16-54784 30.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import; "writing", "written" and comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible form; references to any person are also to that person's successors and permitted assigns; "hereof', "herein", "hereunder" and comparable terms refer to the entirety hereof and not to any particular article, section, or other subdivision hereof or attachment hereto; references to any gender include references to the masculine or feminine as the context requires; references to the plural include the singular and vice versa; and references to this License or other documents are as amended, modified or supplemented from time to time. 32. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original but which together shall constitute one and the same instrument, and the signature pages from any counterpart may be appended to any other counterpart to assemble fully executed documents, and counterparts of this License may also be exchanged via email or electronic facsimile machines and any email or electronic facsimile of any party's signature shall be deemed to be an original signature for all purposes. 33. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF Railway Company. END OF PAGE — SIGNATURE PAGE FOLLOWS Form 431; Rev. 20140801 - 11 - Law Department Approved Tracking #16-54784 This License has been duly executed by the parties hereto as of the date below each party's signature; to be effective, however, as of the Effective Date. LICENSOR: BNSF Railway Company, a Delaware corporation By: Jones Lang LaSalle Brokerage, Inc., 4300 Amon Carter Blvd, Suite 100 Fort Worth, TX 76155 By: _ --- Ed Darter - — Title: Sr. Vice President - National Accounts Date: LICENSEE: CITY OF RENTON, a Washington corporation Renton City Hall — 5"' Floor 1055 South Grady Way Renton, WA 98057 By: Title: Date: Form 431; Rev. 20140801 -12- COORDINATE SYSTEM WA N TRACKING NO, 16-54784 EXHIBIT "A"" ATTACHED TO CONTRACT BETWEEN BNSF RAILWAY COMPANY AND y CITY OF RENTON Jl ALE: 1 IN.= 100 FT. DRTHWEST DIV. ATTLE SUB SPUR SUBDIV L.S. 0405 TE 04/01/2016 se;. MP290. / -122.195016,'47.488448 H Marlon St LEGEND: PREMISES RIGHT OF WAY LINE — TRACK AT RENTON COUNTY OF KING 900 wq SECTION: 8,17 ! TOWNSHIP:23N RANGE: 5E /MERIDAN. WILLM g a 2� >t Source E'sri Digital6fobe, EeoEye, Earthslar 6e'crgraptiiics. r~N F- &IEtius•F?5.41SDf4„�ISG�S,rAEX, Getmappirag AeYogrid. IGN, tGP.,' swis- Iv,..am S _ r Eomm pity DESCRIPTION: A PARCEL OF LAND CONTAINING A TOTAL OF 4,525 SQ FT. (0.1 A.C.) MORE OR LESS SHOWN HATCHED. TO BE USED TO REPLACE AN EXISTING CITY OF RENTON SEWER MANHOLE AND REHABILITATE AN EXISTING SEWER, STATE OF WA AM M DRAWING NO- 66438 PLEASE DETACH BEFORE DEPOSITING CITY OF RENTON, WA 98055 >� i 1 -�, b'> `r f V� t 19 10 -12!0 #+5^DA E per �; it x2 C ECK°AM NT �UENDOR =..__..�_.r.Y� �}: {�$ 2 025 00'" '0�9�p0513%2016yy`5�3�4�Q26 ACCOUNTS PAYABLE CHECK /" �. � a '.' , ••.',�.. �, 1. . :VOID AFTER 6 M_ ONTHS n� , "MAYOR 11 -fie - F IINANCE & IS ADM INI$TRATOR^� :d. NO.347026 INVOICE NUM ' BER _ ---I - '-^� "DESCRIPTIONS - �'. .,�,K ` -'PIO:.NUMB'ER ,DISCOUNT/RETAIN�� 1'*-,MOUNT T�". 16-54784 05/09/2016 CENTRAL RENTON SEWER INTERCEPTOI 0.00 2,025.00 2,025.00 City of Renton Attention: Mr. Dave Christensen Renton City Hall - 5th Floor 1055 South Grady Way Renton, WA 98057 RECEIVED MAY 18 2015 CITY OF RENTON UTILITY SYSTEMS ,10 -77 r-2gvc;g5 s JONEs LANG LASALLE,, May 20, 2015 City of Renton Attention: Mr. Dave Christensen Renton City Hall - 5th Floor 1055 South Grady Way Renton, WA 98057 Dear Mr. Christensen, Jones Lang LaSalle Americas, Inc. 4300 Amon Carter Blvd., Suite 100 Fort Worth, Texas 76155 tel +1 817-230-2600 fax +1 817 306-8265 Tracking No. 14-50523 Enclosed please find one (1) fully executed Agreement for City of Renton. A copy of the executed Agreement must be available upon request at the job site allowing authorization to do the work. Please contact the Roadmaster, Daniel Baker, at telephone (206) 625-6462, or email at daniel.baker2@bnsf.com, at least ten (10) days in advance of entry for each location and BEFORE YOU DIG, CALL 1-800-533-2891. If you need additional information please contact me at (817) 230-2631. Sincerely, '.Nand 03alZOcr Katrina Salazar Associate Manager Permits Enclosure cc: Daniel Baker, BNSF Roadmaster, 2454 Occidental Ave S, Seattle, WA 98134 Law Department Approved Tracking #14-50523 TEMPORARY OCCUPANCY PERMIT THIS TEMPORARY OCCUPANCY PERMIT ("License"), is made to be effective May 20, 2015, (the "Effective Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor") and CITY OF RENTON, a Washington corporation ("Licensee"). In consideration of the mutual covenants contained herein, the parties agree to the following: GENERAL Grant of License. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and estates of third parties, including, without limitation, any leases, use rights, easements, liens, or other encumbrances, and upon the terms and conditions set forth below, to temporarily occupy, in strict accordance with the drawings and specifications approved by Licensor as part of Licensee's application process (the "Drawings and Specifications"), for the purposes specified in Section 4 below, Licensor's rail corridor at or near Renton, County of King, State of Washington, Line Segment 0405, Mile Post 2.90 as shown on the attached Drawing No. 61359, dated July 14, 2014, attached hereto as Exhibit "A", and incorporated herein by reference (the "Premises"). 2. Term. This License shall commence on the Effective Date and shall continue for a period of six (6) months, subject to prior termination as hereinafter described. 3. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees, licensees, easement beneficiaries or lien holders, if any, or interfere with the use of such improvements. 4. Use. Licensee shall use Premises exclusively as a site to replace an existing manhole and rehabilitate an existing sewer. Licensee shall not use the Premises for any other purpose. 5. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises or permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without Licensor's prior written consent. COMPENSATION 6. License Fee. Licensee shall pay Licensor, prior to the Effective Date, the sum of Four Thousand Seventy - Three and No/100 Dollars ($4,073) as compensation for the use of the Premises. 7. Costs and Expenses. 7.1 For the purpose of this License, "cost" or "costs" and "expense" or "expenses" includes, but is not limited to, actual labor and material costs including all assignable additives, and material and supply costs at current value where used. 7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below) for all costs and expenses incurred by Licensor in connection with Licensee's use of the Premises, including but not limited to the furnishing of Licensor's flaggers and any vehicle rental costs incurred. Licensee shall bear the cost of flagger services and other safety measures provided by Licensor, when deemed necessary by Licensor's representative. Flagging costs shall include, but not be limited to, the following: pay for at least an eight (8) hour basic day with time and one-half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid holidays (as applicable); railway and unemployment insurance; public liability and property damage insurance; health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for railway labor or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may increase flagging rates. Flagging rates in effect at the time of performance by the flaggers will be used to calculate the flagging costs pursuant to this Section 7. 8. Payment Terms. All invoices are due thirty (30) days after the date of invoice. If Licensee fails to pay any monies due to Licensor within thirty (30) days after the invoice date, then Licensee shall pay interest on such unpaid sum from the due date until paid at an annual rate equal to the lesser of (i) the prime rate last e. Form 431; Rev. 20140801 -1- Law Department Approved Tracking #14-50523 published in The Wall Street Journal in the preceding December plus two and one-half percent (2%%), or (ii) the maximum rate permitted by law. LICENSOR'S RESERVED RIGHTS Reserved Rights of Use. Licensor excepts and reserves the right, to be exercised by Licensor and any other parties who may obtain written permission or authority from Licensor: 9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication pipe/lines/cables and appurtenances and other facilities or structures of like character upon, over, under or across the Premises existing as of the Effective Date; 9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities, structures and related appurtenances upon, over, under or across the Premises; or 9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided Licensor uses all commercially reasonable efforts to avoid material interference with the use of the Premises by Licensee for the purpose specified in Section 4 above. LICENSEE'S OPERATIONS 10, Use of the Premises. 10.1 Licensee shall notify Licensor's Roadmaster, Daniel Baker at 2454 Occidental Ave S, Seattle, WA 98134, telephone (206) 625-6462, at least ten (10) business days prior to entering the Premises. In the event of emergency, Licensee shall notify Licensor of Licensee's entry onto the Premises at the telephone number above as soon as practicable and shall promptly thereafter follow up with written notice of such entry. 10.2 Licensee's on -site supervisors shall retain/maintain a fully executed copy of this License at all times while on the Premises. 10.3 While on the Premises, Licensee shall use only public roadways to cross from one side of Licensor's tracks to the other. 10.4 Any contractors or subcontractors performing work on the Premises, or entering the Premises on behalf of Licensee shall be deemed servants and agents of Licensee for purposes of this License. 10.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity using mechanized equipment and/or machinery, or place or store any mechanized equipment, tools or other materials, within twenty-five (25) feet of the centerline of any railroad track on the Premises unless Licensee has obtained prior written approval from Licensor. Licensee shall, at its sole cost and expense, perform all activities on and about the Premises in such a manner as not at any time endanger or interfere with (i) the existence or use of present or future tracks, roadbeds or property of Licensor, (ii) the safe operation and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. If ordered to cease using the Premises at any time by Licensor's personnel due to any hazardous condition, Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that Licensor has no duty or obligation to monitor Licensee's use of the Premises to determine the safe nature thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe. Neither the exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the liability allocation provided by this License. LIABILITY AND INSURANCE 11. Liability and Indemnification. 11.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies, partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and agents; (b) "Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes of action, suits, demands, judgments, and expenses (including, Form 431; Rev. 20140801 •2- Law Department Approved Tracking #14-50523 without limitation, court costs, reasonable attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs) environmental or otherwise; and (c) "Licensee Parties" means Licensee or Licensee's officers, agents, invitees, licensees, employees, or contractors, or any party directly or indirectly employed by any of them, or any party they control or exercise control over. 11.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR, FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND, OR DESCRIPTION DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO (IN WHOLE OR IN PART): 11.2.1 THIS LICENSE, INCLUDING, WITHOUTLIMITATION, ITS ENVIRONMENTAL PROVISIONS, 11.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE, 11.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES, 11.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR CONTRIBUTED TO BY LICENSEE, OR 11.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY. 11.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES ANY AND ALL CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR IS A GENERATOR, OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED ("CERCLA") OR OTHER ENVIRONMENTAL LAWS (DEFINED BELOW). LICENSEE WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL SUCH CLAIMS. NOTHING IN THIS LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR THE ENVIRONMENTAL CONDITION OF THE PREMISES. 11.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF ANY INDEMNITEE, TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE. 11.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR STRICT LIABILITY OF ANY INDEMNITEE. Form 431; Rev. 20140801 -3- Law Department Approved Tracking #14-50523 11.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other proceeding brought against any Indemnitee by any entity, relating to any matter covered by this License for which Licensee has an obligation to assume liability for and/or save and hold harmless any Indemnitee. Licensee shall pay all costs and expenses incident to such defense, including, but not limited to, reasonable attorneys' fees, investigators' fees, litigation and appeal expenses, settlement payments, and amounts paid in satisfaction of judgments. 12. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY, AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF, WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 13. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the life of this License the following insurance coverage: 13.1 Commercial General Liability Insurance. This insurance shall contain broad form contractual liability with a combined single limit of a minimum of $2,000,000 each occurrence and an aggregate limit of at least $4,000,000 but in no event less than the amount otherwise carried by Licensee. Coverage must be purchased on a post 2004 ISO occurrence or equivalent and include coverage for, but not limited to, the following: • Bodily Injury and Property Damage ■ Personal Injury and Advertising Injury ■ Fire legal liability ■ Products and completed operations This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: ■ The definition of insured contract shall be amended to remove any exclusion or other limitation for any work being done within 50 feet of railroad property. • Waiver of subrogation in favor of and acceptable to Licensor. • Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle Brokerage, Inc. • Separation of insureds. • The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. It is agreed that the workers' compensation and employers' liability related exclusions in the Commercial General Liability Insurance policy(s) required herein are intended to apply to employees of the policy holder and shall not apply to Licensor's employees. No other endorsements limiting coverage may be included on the policy. 13.2 Business Automobile Insurance. This insurance shall contain a combined single limit of at least $1,000,000 per occurrence, and include coverage for, but not limited to the following: • Bodily injury and property damage. ■ Any and all vehicles owned, used or hired. This policy shall also contain the following endorsements, which shall be indicated on the certificate of insurance: • Waiver of subrogation in favor of and acceptable to Licensor. • Additional insured endorsement in favor of and acceptable to Licensor. ■ Separation of insureds. • The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. Form 431; Rev. 20140801 -4- Law Department Approved Tracking #14-50523 13.3 Workers' Compensation and Employers' Liability Insurance. This insurance shall include coverage for, but not limited to: • Licensee's statutory liability under the workers' compensation laws of the state(s) in which the services are to be performed. If optional under state laws, the insurance must cover all employees anyway. • Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease policy limit, $500,000 by disease each employee. This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: ■ Waiver of subrogation in favor of and acceptable to Licensor. 13.4 Railroad Protective Liability insurance. This insurance shall name only Licensor as the Insured with coverage of at least $2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained under this policy shall only be effective during the initial installation and/or construction of the rehabilitation of the existing sewer. If further maintenance of the sewer is needed at a later date, an additional Railroad Protective Liability Insurance Policy shall be required. The policy shall be issued on a standard ISO form CG 00 35 12 03 and include the following: • Endorsed to include the Pollution Exclusion Amendment. ■ Endorsed to include the Limited Seepage and Pollution Endorsement. ■ Endorsed to include Evacuation Expense Coverage Endorsement. • No other endorsements restricting coverage may be added. • The original policy must be provided to Licensor prior to performing any work or services under this License. Definition of "Physical Damage to Property" shall be endorsed to read: "means direct and accidental loss of or damage to all property owned by any named insured and all property in any named insured's care, custody and control arising out of the acts or omissions of the contractor named on the Declarations." In lieu of providing a Railroad Protective Liability Policy, for a period of one (1) year from the Effective Date, Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as above. The cost is $725. I elect to participate in Licensor's Blanket Policy; I elect not to participate in Licensor's Blanket Policy. 13.5 Pollution Legal Liability (PLL) Insurance. Intentionally deleted, not needed for this permit. 13.6 Other Requirements: 13.6.1 Where allowable by law, all policies (applying to coverage listed above) shall contain no exclusion for punitive damages. 13.6.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against Licensor. In addition, Licensee's insurers, through the terms of the policy or a policy endorsement, must waive their right of subrogation against Licensor for all claims and suits, and the certificate of insurance must reflect the waiver of subrogation endorsement. Licensee. further waives its right of recovery, and its insurers must also waive their right of subrogation against Licensor for loss of Licensee's owned or leased property, or property under Licensee's care, custody, or control. 13.6.3 Licensee is not allowed to self -insure without the prior written consent of Licensor. If granted by Licensor, any self -insured retention or other financial responsibility for claims shall be covered directly by Licensee in lieu of insurance. Any and all Licensor liabilities that would otherwise, in accordance with the provisions of this License, be covered by Form 431; Rev. 20140801 -5- Law Department Approved Tracking #14-50523 Licensee's insurance will be covered as if Licensee elected not to include a self -insured retention or other financial responsibility for claims. 13.6.4 Prior to entering the Premises, Licensee shall furnish to Licensor an acceptable certificate(s) of insurance including an original signature of the authorized representative evidencing the required coverage, endorsements, and amendments. Licensee shall notify Licensor in writing at least 30 days prior to any cancellation, non -renewal, substitution, or material alteration. In the event of a claim or lawsuit involving Licensor arising out of this License, Licensee will make available any required policy covering such claim or lawsuit. 13.6.5 Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. 13.6.6 If coverage is purchased on a "claims made" basis, Licensee hereby agrees to maintain coverage in force for a minimum of three years after expiration or termination of this License. Annually, Licensee agrees to provide evidence of such coverage as required hereunder. 13.6.7 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this License. Allocated Loss Expense shall be in addition to all policy limits for coverages referenced above. 13.6.8 Not more frequently than once every five years, Licensor may reasonably modify the required insurance coverage to reflect then -current risk management practices in the railroad industry and underwriting practices in the insurance industry. 13.6.9 If any portion of the operation is to be subcontracted by Licensee, Licensee shall require that the subcontractor shall provide and maintain insurance coverages as set forth herein, naming Licensor as an additional insured, and shall require that the subcontractor shall release, defend and indemnify Licensor to the same extent and under the same terms and conditions as Licensee is required to release, defend and indemnify Licensor herein. 13.6.10 Failure to provide evidence as required by this Section 13 shall entitle, but not require, Licensor to terminate this License immediately. Acceptance of a certificate that does not comply with this Section shall not operate as a waiver of Licensee's obligations hereunder. 13.6.11 The fact that insurance (including, without limitation, self-insurance) is obtained by Licensee shall not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this License. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. 13.6.12 These insurance provisions are intended to be a separate and distinct obligation on the part of the Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby regardless of whether or not indemnity provisions are determined to be enforceable. 13.6.13 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe, LLC", "BNSF Railway Company" and the subsidiaries, successors, assigns and affiliates of each. COMPLIANCE WITH LAWS, REGULATIONS, AND ENVIRONMENTAL MATTERS 14. Compliance with Laws Rules and Regulations. 14.1 Licensee shall observe and comply with any and all laws, statutes, regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction ("Legal Requirements") relating to Licensee's use of the Premises. Form 431; Rev. 20140801 -6- Law Department Approved Tracking #14-50523 14.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s) to comply with all of Licensor's applicable safety rules and regulations. Licensee must ensure that each of its employees, contractors, agents or invitees entering upon the Premises completes the safety orientation program at the website "www.BNSFcontractor.com" (the "Safety Orientation") within one (1) year prior to entering upon the Premises. Additionally, Licensee must ensure that each and every employee of Licensee, its contractors, agents and invitees possess a card certifying completion of the Safety Orientation prior to entering upon the Premises. Licensee must renew the Safety Orientation annually. 15. Environmental. 15.1 Licensee shall strictly comply with all federal, state and local environmental Legal Requirements and regulations in its use of the Premises, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials Transportation Act, and CERCLA (collectively referred to as the "Environmental Laws"). Licensee shall not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous substances, as defined by Environmental Laws on or about the Premises. 15.2 Licensee covenants that it will not handle or transport "hazardous waste" or "hazardous substances", as "hazardous waste" and "hazardous substances" may now or in the future be defined by any federal, state, or local governmental agency or body; through or on Licensor's property. Licensee agrees periodically to furnish Licensor with proof, satisfactory to Licensor that Licensee is in compliance with the provisions of this Section 15.2. 15.3 Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at (800) 832-5452 of any known (i) release of hazardous substances on, from, or affecting the Premises, (ii) violation of Environmental Laws, or (iii) inspection or inquiry by governmental authorities charged with enforcing Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to promptly respond to any release on, from, or affecting the Premises. Licensee also shall give Licensor immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. 15.4 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in any way with respect to the site which occurred or may occur during the term of this License, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or Licensor's right-of-way. 15.5 Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known to Licensee which create a risk of harm to persons, property or the environment and shall take whatever action is necessary to prevent injury to persons, property, or the environment arising out of such conditions or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any obligation whatsoever imposed on it by this License. Licensee shall promptly respond to Licensor's request for information regarding said conditions or activities. DISCALIMER OF WARRANTIES 16. No Warranties. 16.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR WHICH MAY EXIST BY OPERATION OF LAW OR IN EQUITY, INCLUDING, Form 431; Rev. 20140801 .7- Law Department Approved Tracking #14-50523 WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 16.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER RIGHTS GRANTED HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S CONSTRUCTION, MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE SITE WILL VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY LEASES, USE RIGHTS, EASEMENTS AND LIENS OF ANY THIRD PARTY. 17. Disclaimer of Warranty for Quiet Enjoyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PREMISES NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO COVENANT OF QUIET ENJOYMENT IS MADE. 18. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or claiming any interest in the Premises, or by the abandonment by Licensor of the affected rail corridor, Licensor shall not be liable (i) to refund Licensee any compensation paid hereunder, except for the pro-rata part of any recurring charge paid in advance, or (ii) for any damage Licensee sustains in connection with the eviction. DEFAULT, TERMINATION, AND SURRENDER 19. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 13, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 19.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 21 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 13, 19.2 Should Licensee not comply fully with the obligations of Section 15 regarding the handling or transporting of hazardous waste or hazardous material, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice of termination upon Licensee. 19.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedy set forth in this Section 19 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 19.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events. happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof. 20. Surrender of the Premises. Form 431; Rev. 20140801 -8- Law Department Approved Tracking #14-50523 20.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost and expense: 20.1.1 remove all of its equipment from the Premises; 20.1.2 report and restore any damage to the Premises or Licensor's other property arising from, growing out of, or connected with Licensee's use of the Premises; 20.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee: and 20.1.4 leave the Premises in the condition which existed as of the Effective Date of this License. 20.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to Licensor or if Licensee fails to complete its obligations under Section 20.1 above (the "Restoration Obligations"), Licensee shall have a limited license to enter upon the Premises solely to the extent necessary for Licensee to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder shall continue in effect until the Premises are surrendered and the Restoration Obligations are completed. Neither termination nor expiration shall release Licensee from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination, or, if later, the date when Licensee surrenders the Premises and all of the Restoration Obligations are completed. 20.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of such termination of its tenancy, then Licensor may, at its election, either: (i) remove the Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty (30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to Licensee, take and hold the Improvements and personal property as its sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so restore. Further, if Licensor has consented to the Improvements remaining on the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in a form acceptable to Licensor conveying the Improvements to Licensor. MISCELLANEOUS 21. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and assigns of Licensor and Licensee to the same extent as if each such successor and assign was named a party to this License. 21. Assignment. 21.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or interest herein (either voluntarily or by operation of law, merger, or otherwise) without the prior written consent of Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted assignment by Licensee in violation of this Section 21 shall be a breach of this License and, in addition, shall be voidable by Licensor in its sole and absolute discretion. 21.2 For purposes of this Section 21, the word "assign" shall include without limitation (a) any sale of the equity interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity interests of Licensee, (b) any sale of all or substantially all of the assets of (i) Licensee and (ii) to the extent such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization, recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any reorganization, recapitalization, merger or consolidation following which the equity interest holders of Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly or indirectly, at least fifty percent (50%) of the combined voting power of the outstanding voting equity interests of Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND Form 431; Rev. 20140801 -9- Law Department Approved Tracking #14-50523 WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN LICENSOR'S SOLE DISCRETION. 21.3 Notwithstanding the provisions of Section 21.1 above or anything contained in this License to the contrary, if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of the provisions of this License (a "Purported Assignment") to another party (a "Purported Transferee"), the Purported Transferee's enjoyment of the rights and privileges granted under this License shall be deemed to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this License, including but not limited to the obligation to comply with the provisions of Section 13 above concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee, for itself, its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related to (in whole or in part) a Purported Assignment. 21.4 The provisions of this Section 21 shall survive the expiration or earlier termination of this License. 22. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if (i) placed in the United States mail, certified, return receipt requested, or (ii) deposited into the custody of a nationally recognized overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to such other address as the party to be notified may designate by giving the other party no less than thirty (30) days' advance written notice of such change in address. If to Licensor: Jones Lang LaSalle Brokerage, Inc. 4300 Amon Carter Blvd., Suite 100 Fort Worth, TX 76155 Attn: Permits/Licenses with a copy to: BNSF Railway Company 2301 Lou Menk Dr. — GOB-3W Fort Worth, TX 76131 Attn: Senior Manager Real Estate If to Licensee: City of Renton Renton City Hall - 5th Floor 1055 South Grady Way Renton, WA 98057 23. Survival. Neither termination nor expiration will release either party from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration, or, if later, the date when the Premises are restored to its condition as of the Effective Date. 24. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public record. 25. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions. 26. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License. 27. Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the parties hereto relating to. Licensee's use of the Premises as described herein. However, Form 431; Rev. 20140801 -10- Law Department Approved Tracking #14-50523 nothing herein is intended to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in any prior written agreement between the parties. 28. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 29. Waiver, The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. 30. Interpretation. 30.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based upon the source of the draftsmanship; both parties hereby agree that this License shall not be subject to the principle that a contract would be construed against the party which drafted the same. Article titles, headings to sections and paragraphs and the table of contents (if any) are inserted for convenience of reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The exhibit or exhibits referred to herein shall be construed with and as an integral part of this License to the same extent as if they were set forth verbatim herein. 30.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import; "writing", 'Written" and comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible form; references to any person are also to that person's successors and permitted assigns; "hereof", "herein", "hereunder" and comparable terms refer to the entirety hereof and not to any particular article, section, or other subdivision hereof or attachment hereto; references to any gender include references to the masculine or feminine as the context requires; references to the plural include the singular and vice versa; and references to this License or other documents are as amended, modified or supplemented from time to time. 32. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original but which together shall constitute one and the same instrument, and the signature pages from any counterpart may be appended to any other counterpart to assemble fully executed documents, and counterparts of this License may also be exchanged via email or electronic facsimile machines and any email or electronic facsimile of any party's signature shall be deemed to be an original signature for all purposes. 33. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF Railway Company. END OF PAGE — SIGNATURE PAGE FOLLOWS Form 431; Rev. 20140801 11- Law Department Approved Tracking #14-50523 This License has been duly executed by the parties hereto as of the date below each party's signature; to be effective, however, as of the Effective Date. LICENSOR: BNSF Railway Company, a Delaware corporation By: Jones Lang LaSalle Brokerage, Inc., 4300 Amon Carter Blvd, Suite 100 Fort Wort TX 76155 By: Darter —-----— —--- —-- Title: Sr. Vice President - National Accounts Date: LICENSEE: CITY OF RENTON a Washington corporation By: Renton City Hall - 5th Floor 1055 South Grady Way Renton, WA 980 By: Title: Date: -12- Form 431; Rev. 20140801 COORDINATE SYSTEM. WA N TRACKING NO. 14-50523 EXHIBIT "A" ATTACHEDTO CONTRACT BETWEEN BNSF RAILWAY COMPANY AND CITY OF RENTON SCALE. 1 IN.= 100 FT. NORTHWEST DIV. SEATTLE SUB SPUR SUBDIV. L.S. 0405 DATE 07/14/2014 JAI r /moo r LEGEND: PREMISES RIGHT OF WAY LINE TRACK AT RENTON COUNTY OF KING 0 SECTION: 8.17 TOWNSHIP: 23N RANGE: 5E MERIDIAN: WILLM GeoEye cubed, USDA. N IGil. swsstued, and the DESCRIPTION: A PARCEL OF LAND CONTAINING A TOTAL OF 4,525 SO FT. (0.1 A.0 ) MORE OR LESS SHOWN SHADED TO BE USED TO REPLACE AN EXISTING CITY OF RENTON SEWER MANHOLE AND REHABILITATE AN EXISTING SEWER. STATE OF WA JNC DRAWING NO. 61359 Check Request for Emergencies (for established vendors only) Submit this form to obtain a check outside the regular Accounts Payable (A/P) check run schedule. Check Request Info: Date of request: Date check neecled: 8/26/2014 Next Check Run Requestor's name: Requestor's department/division: Requestor's ext #: John Hobson Public Works / Utility Systems 7279 Vendor #: Vendor name and mail address: 012419 BNSF Railway Company, Attn: Permit Services 4300 Amon Carter Blvd. STE 100, Fort Worth, TX 76155 What is the reason that a check needs to be issued outside the normal A/P check run schedule? To prevent delays in construction of the Central Renton Sewer Interceptor U size/Reline Project Check amount: Account number(s) to charge: Amount per account #: $3,725.00 426.465497.018.594.35.63.000 Check handling request: Send Check to John Hobson for inclusion with permit paperwork. "Awrovailsianatures: Requestor' art►n if I rotor, D' sion Di or or clesi Signature: David Christensen Type name of signer on above line Date: kThe department person approving this check request must be an authorized signer Nor Al OAZ#Grn/Ac- Finance & IS Achninistrator or Designee: Signature: Designee: 1j applicable, print designee name on above line Date: H:\File Sys\WWP - WasteWater\W WP-27-3712 Central Renton Sewer Interceptor Reline & Upsize\PermitARequest for Check BNSF for permit issuance.doc Online Typeable Form, JutY 2007 Check Request for Emergencies (for established vendors only) Submit this form to obtain a check outside the regular Accounts Pahable (A/P) cheek rule schedule. Check Request Info: Date of request: Date check needed: 4/24/2015 Next Check Run Requestor's name: Requestor's department/division: Requestor's ext #: John Hobson Public Works / Utility Systems 7279 Vendor #: Vendor (lame and mail address: 012419 BNSF Railway Company, Attn: Permit Services 4300 Amon Carter Blvd. STE 100, Fort Worth, TX 76155 What is the reason that a check needs to be issued outside the normal A/P check run schedule? To prevent delays in construction of the Central Renton Sewer Interceptor Upsize/Reline Project Check amount: Account number(s) to charge: Amount per account #: $1,073.00 426.465497-018.594.35.63.000 Check handling request: Send Check to John Hobson for inclusion with permit paperwork 'Approval Signatures: Request De a • ent dministrator, 1111S10 irectol nr designee: Skmalure: David Christensen T igner on above line Dale:! 4. Ilie cteparmient person approving this check request mist be an authorized signer Signature: Designee: Date: Finance & IS Administrator or i/ applicable. print designee name nn above line H:\File Sys\"'Wl? - Waste Water\WWP-27-1712 Central Renton Sewer Interceptor Reline C Upsi ze\Permits\ReyueS1 for Check BNSF for permit issuance - 2015 additional fee balance.doc Online Typeable Form. JWY 2007 JONES LANG LASALLE,. April 21, 2015 City of Renton Attention: Mr. Dave Christensen Renton City Hall - 5th Floor 1055 South Grady Way Renton, WA 98057 Dear Mr. Christensen: Jones Lang LaSalle Americas, Inc. 4300 Amon Carter Blvd., Suite 100 Fort Worth, Texas 76155 tel +1 817-230-2600 fax +1 817 306-8265 14-50523 Attached please find a copy of the requested contract for execution by an official authorized to execute contract agreements on behalf of your company. Please print two (2) copies execute and return both copies with on final sianafure for completion on part of BNSF Railway Company ("BNSF") to this office, along with the following requirements: • A check in the amount of $1,073.00 payable to BNSF Railway Company which covers the remaining contract fee(s). Please note the agreements cannot be executed by BNSF without an approved insurance certificate. If there are any issues with your insurance, you will be contacted by a member of the Risk Management team of BNSF Railway. 1. A Certificate of Insurance as required in the agreement. 2. A separate policy for Railroad Protective Liability Insurance as required in the agreement (ORIGINAL POLICY MUST BE PROVIDED). BNSF Railway Company will be the only insured party; OR; In lieu of providing a separate policy for Railroad Protective Liability Insurance, you may participate in the BNSF's Railroad Protective Policy by checking the appropriate box in the contract and including an additional $725.00 with your check. (PAID) PLEASE ADVISE IF THIS PROJECT 1S ARRA FUNDED. Acceptance and deposit of any check by BNSF does not constitute an agreement between BNSF and Licensee for the requested license. BNSF shall not be obligated to hold the check in a separate fund, but may commingle the funds with other funds of BNSF, and in no event shall BNSF be responsible for interest on said funds. The enclosed permit is not a binding agreement and shall become binding only when, and if, it is executed by you and fully approved and executed by BNSF Railway Company. Upon completion on behalf of BNSF, one fully executed counterpart will be returned for your records. The specifications/plans you provided may differ from BNSF's minimum specification requirements. Therefore, prior to your installation, please review the Exhibit A to determine the specifications necessary for your installation. Please be informed that if contracts, fees, and insurance are not returned within sixty (60) days, the processing fee will increase to $1350.00. Sincerely, OKOIina 03,T& a7- Katrina Salazar Associate Manager Permits Attachment Law Department Approved TEMPORARY OCCUPANCY PERMIT Tracking #14-50523 THIS TEMPORARY OCCUPANCY PERMIT ("License"), is made to be effective , 2015, (the "Effective Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor") and CITY OF RENTON, a Washington corporation ("Licensee"). In consideration of the mutual covenants contained herein, the parties agree to the following: GENERAL Grant of License. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and estates of third parties, including, without limitation, any leases, use rights, easements, liens, or other encumbrances, and upon the terms and conditions set forth below, to temporarily occupy, in strict accordance with the drawings and specifications approved by Licensor as part of Licensee's application process (the "Drawings and Specifications"), for the purposes specified in Section 4 below, Licensor's rail corridor at or near Renton, County of King, State of Washington, Line Segment 0405, Mile Post 2.90 as shown on the attached Drawing No. 61359, dated July 14, 2014, attached hereto as Exhibit "A", and incorporated herein by reference (the "Promises"), Term. This License shall commence on the Effective Date and shall continue for a period of six (6) months, subject to prior termination as hereinafter described. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees, licensees, easement beneficiaries or lien holders, if any, or interfere with the use of such improvements. 4. Use. Licensee shall use Premises exclusively as a site to replace an existing manhole and rehabilitate an existing sewer. Licensee shall not use the Premises for any other purpose. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises or permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without Licensor's prior written consent. COMPENSATION 6. License Fee. Licensee shall pay Licensor, prior to the Effective Date, the sum of Four Thousand Seventy - Three and No/100 Dollars ($4,073) as compensation for the use of the Premises. Costs and Expenses 7.1 For the purpose of this License, "cost" or "costs" and "expense" or "expenses" includes, but is not limited to, actual labor and material costs including all assignable additives, and material and supply costs at current value where used. 7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below) for all costs and expenses incurred by Licensor in connection with Licensee's use of the Premises, including but not limited to the furnishing of Licensor's flaggers and any vehicle rental costs incurred. Licensee shall bear the cost of flagger services and other safety measures provided by Licensor, when deemed necessary by Licensor's representative. Flagging costs shall include, but not be limited to, the following: pay for at least an eight (8) hour basic day with time and one-half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid holidays (as applicable); railway and unemployment insurance; public liability and property damage insurance; health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for railway labor or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may increase flagging rates. Flagging rates in effect at the time of performance by the flaggers will be used to calculate the flagging costs pursuant to this Section 7. Payment Terms. All invoices are due thirty (30) days after the date of invoice. If Licensee fails to pay any monies due to Licensor within thirty (30) days after the invoice date, then Licensee shall pay interest on such unpaid sum from the due date until paid at an annual rate equal to the lesser of (i) the prime rate last Form 431; Rev. 20140801 1- Law Department Approved Tracking #14-50523 published in The Wall Street Journal in the preceding December plus two and one-half percent (2%%), or (ii) the maximum rate permitted by law. LICENSOR'S RESERVED RIGHTS 9. Reserved Rights of Use. Licensor excepts and reserves the right, to be exercised by Licensor and any other parties who may obtain written permission or authority from Licensor: 9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication pipe/lines/cables and appurtenances and other facilities or structures of like character upon, over, under or across the Premises existing as of the Effective Date; 9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities, structures and related appurtenances upon, over, under or across the Premises; or 9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided Licensor uses all commercially reasonable efforts to avoid material interference with the use of the Premises by Licensee for the purpose specified in Section 4 above. LICENSEE'S OPERATIONS 10, Use of the Premises. 10.1 Licensee shall notify Licensor's Roadmaster, Daniel Baker at 2454 Occidental Ave S, Seattle, WA 98134, telephone (206) 625-6462, at least ten (10) business days prior to entering the Premises. In the event of emergency, Licensee shall notify Licensor of Licensee's entry onto the Premises at the telephone number above as soon as practicable and shall promptly thereafter follow up with written notice of such entry. 10.2 Licensee's on -site supervisors shall retain/maintain a fully executed copy of this License at all times while on the Premises. 10.3 While on the Premises, Licensee shall use only public roadways to cross from one side of Licensor's tracks to the other_ 10.4 Any contractors or subcontractors performing work on the Premises, or entering the Premises on behalf of Licensee shall be deemed servants and agents of Licensee for purposes of this License. 10.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity using mechanized equipment and/or machinery, or place or store any mechanized equipment, tools or other materials, within twenty-five (25) feet of the centerline of any railroad track on the Premises unless Licensee has obtained prior written approval from Licensor. Licensee shall, at its sole cost and expense, perform all activities on and about the Premises in such a manner as not at any time endanger or interfere with (i) the existence or use of present or future tracks, roadbeds or property of Licensor, (ii) the safe operation and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. If ordered to cease using the Premises at any time by Licensor's personnel due to any hazardous condition, Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that Licensor has no duty or obligation to monitor Licensee's use of the Premises to determine the safe nature thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe. Neither the exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the liability allocation provided by this License. LIABILITY AND INSURANCE 11. Liability and Indemnification. 11.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies, partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and agents; (b) "Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes of action, suits, demands, judgments, and expenses (including, Form 431; Rev_ 20140801 .2- Law Department Approved Tracking #14-50523 without limitation, court costs, reasonable attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs) environmental or otherwise; and (c) "Licensee Parties" means Licensee or Licensee's officers, agents, invitees, licensees, employees, or contractors, or any party directly or indirectly employed by any of them, or any party they control or exercise control over. 11.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR, FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND, OR DESCRIPTION DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO (IN WHOLE OR IN PART): 11.2.1 THIS LICENSE, INCLUDING, WITH OUTLIMITATION, ITS ENVIRONMENTAL PROVISIONS, 11.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE, 11.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES, 11.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR CONTRIBUTED TO BY LICENSEE, OR 11.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY. 11.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES ANY AND ALL CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR 1S A GENERATOR, OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED ("CERCLA") OR OTHER ENVIRONMENTAL LAWS (DEFINED BELOW). LICENSEE WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL SUCH CLAIMS. NOTHING IN THIS LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY iNDEMNITEE'S COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR THE ENVIRONMENTAL CONDITION OF THE PREMISES. 11.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF ANY INDEMNITEE, TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE. 11.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR STRICT LIABILITY OF ANY INDEMNITEE. Form 431; Rev. 20140801 -3- Law Department Approved Tracking 414-50523 11.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other proceeding brought against any Indemnitee by any entity, relating to any matter covered by this License for which Licensee has an obligation to assume liability for and/or save and hold harmless any Indemnitee. Licensee shall pay all costs and expenses incident to such defense, including, but not limited to, reasonable attorneys' fees, investigators' fees, litigation and appeal expenses, settlement payments, and amounts paid in satisfaction of judgments. 12. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY, AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF, WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 13. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the life of this License the following insurance coverage: 13.1 Commercial General Liability Insurance. This insurance shall contain broad form contractual liability with a combined single limit of a minimum of $2,000,000 each occurrence and an aggregate limit of at least $4,000,000 but in no event less than the amount otherwise carried by Licensee. Coverage must be purchased on a post 2004 ISO occurrence or equivalent and include coverage for, but not limited to, the following: ■ Bodily Injury and Property Damage • Personal Injury and Advertising Injury ■ Fire legal liability • Products and completed operations This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: • The definition of insured contract shall be amended to remove any exclusion or other limitation for any work being done within 50 feet of railroad property. Waiver of subrogation in favor of and acceptable to Licensor. • Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle Brokerage, Inc. • Separation of insureds. • The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. It is agreed that the workers' compensation and employers' liability related exclusions in the Commercial General Liability Insurance policy(s) required herein are intended to apply to employees of the policy holder and shall not apply to Licensor's employees. No other endorsements limiting coverage may be included on the policy. 13.2 Business Automobile Insurance. This insurance shall contain a combined single limit of at least $1,000,000 per occurrence, and include coverage for, but not limited to the following: • Bodily injury and property damage. ■ Any and all vehicles owned, used or hired. This policy shall also contain the following endorsements, which shall be indicated on the certificate of insurance: • Waiver of subrogation in favor of and acceptable to Licensor. • Additional insured endorsement in favor of and acceptable to Licensor. Separation of insureds. • The policy shall be primary and non-contributing with respect to any insurance carried by Licensor. Form 431; Rev. 20140801 -4- Law Department Approved Tracking #14-50523 13.3 Workers' Com ensation and Employers' Liability Insurance. This insurance shall include coverage for, but not limited to: • Licensee's statutory liability under the workers' compensation laws of the state(s) in which the services are to be performed. If optional under state laws, the insurance must cover all employees anyway. • Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease policy limit, $500,000 by disease each employee. This policy shall also contain the following endorsements or language, which shall be indicated on the certificate of insurance: • Waiver of subrogation in favor of and acceptable to Licensor. 13.4 Railroad Protective Liability Insurance. This insurance shall name only Licensor as the Insured with coverage of at least $2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained under this policy shall only be effective during the initial installation and/or construction of the rehabilitation of the existing sewer. If further maintenance of the sewer is needed at a later date, an additional Railroad Protective Liability Insurance Policy shall be required. The policy shall be issued on a standard ISO form CG 00 35 12 03 and in the following: Endorsed to include the Pollution Exclusion Amendment. • Endorsed to include the Limited Seepage and Pollution Endorsement. ■ Endorsed to include Evacuation Expense Coverage Endorsement. ■ No other endorsements restricting coverage may be added. • The original policy must be provided to Licensor prior to performing any work or services under this License. Definition of "Physical Damage to Property" shall be endorsed to read: "means direct and accidental loss of or damage to all property owned by any named insured and all property in any named insured's care, custody and control arising out of the acts or omissions of the contractor named on the Declarations." In lieu of providing a Railroad Protective Liability Policy, for a period of one (1) year from the Effective Date, Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as above. The cost is $725. ❑ 1 elect to participate in Licensor's Blanket Policy; u I elect not to participate in Licensor's Blanket Policy. 13.5 Pollution Legal Liability (PLL) Insurance. Intentionally deleted, not needed for this permit. 13.6 Other Requirements: 13.6.1 Where allowable by law, all policies (applying to coverage listed above) shall contain no exclusion for punitive damages. 13.6.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against Licensor. In addition, Licensee's insurers, through the terms of the policy or a policy endorsement, must waive their right of subrogation against Licensor for all claims and suits, and the certificate of insurance must reflect the waiver of subrogation endorsement. Licensee further waives its right of recovery, and its insurers must also waive their right of subrogation against Licensor for loss of Licensee's owned or leased property, or property under Licensee's care, custody, or control. 13.6.3 Licensee is not allowed to self -insure without the prior written consent of Licensor. If granted by Licensor, any self -insured retention or other financial responsibility for claims shall be covered directly by Licensee in lieu of insurance. Any and all Licensor liabilities that would otherwise, in accordance with the provisions of this License, be covered by Form 431; Rev. 20140801 -5- Law Department Approved Tracking #14-50523 Licensee's insurance will be covered as if Licensee elected not to include a self -insured retention or other financial responsibility for claims. , 13.6.4 Prior to entering the Premises, Licensee shall furnish to Licensor an acceptable certificate(s) of insurance including an original signature of the authorized representative evidencing the required coverage, endorsements, and amendments. Licensee shall notify Licensor in writing at least 30 days prior to any cancellation, non -renewal, substitution, or material alteration. In the event of a claim or lawsuit involving Licensor arising out of this License, Licensee will make available any required policy covering such claim or lawsuit. 13.6.5 Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. 13.6.6 If coverage is purchased on a "claims made" basis, Licensee hereby agrees to maintain coverage in force for a minimum of three years after expiration or termination of this License. Annually, Licensee agrees to provide evidence of such coverage as required hereunder. 13.6.7 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this License. Allocated Loss Expense shall be in addition to all policy limits for coverages referenced above. 13.6.8 Not more frequently than once every five years, Licensor may reasonably modify the required insurance coverage to reflect then -current risk management practices in the railroad industry and underwriting practices in the insurance industry. 13.6.9 If any portion of the operation is to be subcontracted by Licensee, Licensee shall require that the subcontractor shall provide and maintain insurance coverages as set forth herein, naming Licensor as an additional insured, and shall require that the subcontractor shall release, defend and indemnify Licensor to the same extent and under the same terms and conditions as Licensee is required to release, defend and indemnify Licensor herein. 13.6.10 Failure to provide evidence as required by this Section 13 shall entitle, but not require, Licensor to terminate this License immediately. Acceptance of a certificate that does not comply with this Section shall not operate as a waiver of Licensee's obligations hereunder. 13.6.11 The fact that insurance (including, without limitation, self-insurance) is obtained by Licensee shall not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this License. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. 13.6.12 These insurance provisions are intended to be a separate and distinct obligation on the part of the Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby regardless of whether or not indemnity provisions are determined to be enforceable. 13.6.13 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe, LLC", "BNSF Railway Company" and the subsidiaries, successors, assigns and affiliates of each. COMPLIANCE WITH LAWS. REGULATIONS AND ENVIRONMENTAL MATTERS 14. Compliance with Laws Rules and Regulations. 14.1 Licensee shall observe and comply with any and all laws, statutes, regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction ("Legal Requirements") relating to Licensee's use of the Premises. Form 431; Rev. 20140801 6• Law Department Approved Tracking #14-50523 14.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s) to comply with all of Licensor's applicable safety rules and regulations. Licensee must ensure that each of its employees, contractors, agents or invitees entering upon the Premises completes the safety orientation program at the website "www.BNSFcontractor.com" (the "Safety Orientation") within one (1) year prior to entering upon the Premises. Additionally, Licensee must ensure that each and every employee of Licensee, its contractors, agents and invitees possess a card certifying completion of the Safety Orientation prior to entering upon the Premises. Licensee must renew the Safety Orientation annually. 15. Environmental. 15.1 Licensee shall strictly comply with all federal, state and local environmental Legal Requirements and regulations in its use of the Premises, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials Transportation Act, and CERCLA (collectively referred to as the "Environmental Laws"). Licensee shall not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous substances, as defined by Environmental Laws on or about the Premises. 15.2 Licensee covenants that it will not handle or transport "hazardous waste" or "hazardous substances", as "hazardous waste" and "hazardous substances" may now or in the future be defined by any federal, state, or local governmental agency or body; through or on Licensor's property. Licensee agrees periodically to furnish Licensor with proof, satisfactory to Licensor that Licensee is in compliance with the provisions of this Section 15.2. 15.3 Licensee shall give Licensor immediate notice,to Licensor's Resource Operations Center at (800) 832-5452 of any known (i) release of hazardous substances on, from, or affecting the Premises, (fi) violation of Environmental Laws, or (iii) inspection or inquiry by governmental authorities charged with enforcing Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to promptly respond to any release on, from, or affecting the Premises. Licensee also shall give Licensor immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. 15.,1 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in any way with respect to the site which occurred or may occur during the term of this License, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or Licensor's right-of-way_ 15.5 Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known to Licensee which create a risk of harm to persons, property or the environment and shall take whatever action is necessary to prevent injury to persons, property, or the environment arising out of such conditions or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any obligation whatsoever imposed on it by this License. Licensee shall promptly respond to Licensor's request for information regarding said conditions or activities. DISCALIMER OF WARRANTIES 16. No Warranties. 16.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR WHICH MAY EXIST BY OPERATION OF LAW OR IN EQUITY, INCLUDING, Farm 431; Rev. 20140801 7• Law Department Approved Tracking #14-50523 WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 16.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER RIGHTS GRANTED HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S CONSTRUCTION, MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE SITE WILL VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY LEASES, USE RIGHTS, EASEMENTS AND LIENS OF ANY THIRD PARTY. 17. Disclaimer of Warranty for Quiet Enioyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PREMISES NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO COVENANT OF QUIET ENJOYMENT IS MADE. 18. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or claiming any interest in the Premises, or by the abandonment by Licensor of the affected rail corridor, Licensor shall not be liable (i) to refund Licensee any compensation paid hereunder, except for the pro-rata part of any recurring charge paid in advance, or (ii) for any damage Licensee sustains in connection with the eviction. DEFAULT, TERMINATION AND SURRENDER 19. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 13, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 19.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 21 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 13. 19.2 Should Licensee not comply fully with the obligations of Section 15 regarding the handling or transporting of hazardous waste or hazardous material, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice of termination upon Licensee. 19.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedy set forth in this Section 19 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 19.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof. 20. Surrender of the Premises. Form 431; Rev. 20140801 -8- Law Department Approved Tracking #14-50523 20.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost and expense: 20.1.1 remove all of its equipment from the Premises; 20.1.2 report and restore any damage to the Premises or Licensor's other property arising from, growing out of, or connected with Licensee's use of the Premises; 20.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee: and 20.1.4 leave the Premises in the condition which existed as of the Effective Date of this License. 20.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to Licensor or if Licensee fails to complete its obligations under Section 20.1 above (the "Restoration Obligations"), Licensee shall have a limited license to enter upon the Premises solely to the extent necessary for Licensee to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder shall continue in effect until the Premises are surrendered and the Restoration Obligations are completed. Neither termination nor expiration shall release Licensee from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination, or, if later, the date when Licensee surrenders the Premises and all of the Restoration Obligations are completed. 20.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of such termination of its tenancy, then Licensor may, at its election, either: (i) remove the Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty (30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to Licensee, take and hold the improvements and personal property as its sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so restore. Further, if Licensor has consented to the Improvements remaining on the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in a form acceptable to Licensor conveying the Improvements to Licensor. MISCELLANEOUS 21. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and assigns of Licensor and Licensee to the same extent as if each such successor and assign was named a party to this License. 21. Assignment. 21.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or interest herein (either voluntarily or by operation of law, merger, or otherwise) without the prior written consent of Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted assignment by Licensee in violation of this Section 21 shall be a breach of this License and, in addition, shall be voidable by Licensor in its sole and absolute discretion. 21.2 For purposes of this Section 21, the word "assign" shall include without limitation (a) any sale of the equity interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity interests of Licensee, (b) any sale of all or substantially all of the assets of (1) Licensee and (ii) to the extent such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization, recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any reorganization, recapitalization, merger or consolidation following which the equity interest holders of Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly or indirectly, at least fifty percent (50%) of the combined voting power of the outstanding voting equity interests of Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND 9- Form 431, Rev. 20140801 Law Department Approved Tracking #14-50523 WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN LICENSOR'S SOLE DISCRETION. 21.3 Notwithstanding the provisions of Section 21.1 above or anything contained in this License to the contrary, if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of the provisions of this License (a "Purported Assignment") to another party (a "Purported Transferee"), the Purported Transferee's enjoyment of the rights and privileges granted under this License shall be deemed to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this License, including but not limited to the obligation to comply with the provisions of Section 13 above concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee, for itself, its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related to (in whole or in part) a Purported Assignment. 21.4 The provisions of this Section 21 shall survive the expiration or earlier termination of this License. 22. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if (i) placed in the United States mail, certified, return receipt requested, or (ii) deposited into the custody of a nationally recognized overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to such other address as the party to be notified may designate by giving the other party no less than thirty (30) days' advance written notice of such change in address. If to Licensor: Jones Lang LaSalle Brokerage, Inc. 4300 Amon Carter Blvd., Suite 100 Fort Worth, TX 76155 Attn: Permits/Licenses with a copy to: BNSF Railway Company 2301 Lou Menk Dr. — GOB-3W Fort Worth, TX 76131 Attn: Senior Manager Real Estate If to Licensee: City of Renton Renton City Hail - 5th Floor 1055 South Grady Way Renton, WA 98057 23. Survival. Neither termination nor expiration will release either party from any liability or obligation under this License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration, or, if later, the date when the Premises are restored to its condition as of the Effective Date. 24. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public record. 25. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions. 26. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License. 27 Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the parties hereto relating to Licensee's use of the Premises as described herein. However, Form 431; Rev. 20140801 -10- Law Department Approved Tracking #14-50523 nothing herein is intended to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in any prior written agreement between the parties. 28. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 29. Waiver. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. 30. Interpretation. 30.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based upon the source of the draftsmanship; both parties hereby agree that this License shall not be subject to the principle that a contract would be construed against the party which drafted the same. Article titles, headings to sections and paragraphs and the table of contents (if any) are inserted for convenience of reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The exhibit or exhibits referred to herein shall be construed with and as an integral part of this License to the same extent as if they were set forth verbatim herein. 30.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import; "writing", "written" and comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible form; references to any person are also to that person's successors and permitted assigns; "hereof', "herein", "hereunder" and comparable terms refer to the entirety hereof and not to any particular article, section, or other subdivision hereof or attachment hereto; references to any gender include references to the masculine or feminine as the context requires; references to the plural include the singular and vice versa; and references to this License or other documents are as amended, modified or supplemented from time to time. 32. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original but which together shall constitute one and the same instrument, and the signature pages from any counterpart may be appended to any other counterpart to assemble fully executed documents, and counterparts of this License may also be exchanged via email or electronic facsimile machines and any email or electronic facsimile of any party's signature shall be deemed to be an original signature for all purposes. 33. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF Railway Company. END OF PAGE — SIGNATURE PAGE FOLLOWS 11 Form 431: Rev. 20140801 - Law Department Approved Tracking #14-50523 This License has been duly executed by the parties hereto as of the date below each party's signature; to be effective, however, as of the Effective Date. LICENSOR: BNSF Railway Company, a Delaware corporation By: Jones Lang LaSalle Brokerage, Inc., 4300 Amon Carter Blvd, Suite 100 Fort Worth, TX 76155 8y: _ Ed Darter--.-- -------- --- Title: Sr. Vice President - National Accounts Date: LICENSEE: CITY OF RENTON a Washington corporation By: Renton City Hall - 5th Floor 1055 South Grady Way Renton, WA 980 By: -- Title: Date: 12- Form 431; Rev. 20140801 5.3 '�rlj �s' r 1t k.- r4 s vi � i ra. t yr3. 2�<�• e �'. 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'(,nc `'' _��� - �'X � _aT� 1` rt ��! • i,l � i nrwgs ��r! S' �'� i -J;�i i mw.S.�..,�;N-7�"e4`1 r ,• �S �` � `ti � a '�� � 5-f{ `�tj. , . � # �O�•� yt �� ' �, r `1T ' i of �l,}/'Lt ��`..?a 1 j,r c �+r '+i n a�.F a r; -- • '� �J f'lj'K y �tte 3.Ai jY'� p�:-- ti..i �t f � -.. �f ; r�.1�.'; i�f � /-. � �Y.• i �5'4��A ��ti. �<,1_ �wtt= ' �- r t� f t � ', f S .� '� •' ]S.r rt '1 �' , Ai +iL jj7�iG i�„fir ''- .�.b-!!,�•9�-.. �'- jY -��,;f' •.y � s _;. ✓�'4 �1y�.��,.'ij .( rJi����JJJjjj���//3��'f a .� Y ' -ytt � ��'� �f •,Gl , ' •'�A, •i ,`n. t�� f,. z%'t"`y, y Jf i t� r' y' i. f .r. s#'� , ,� .c,�j� - � r. �, ,s JONES LANG LASALLE. August 15, 2014 City of Renton Attention: Mr. Dave Christensen Renton City Hall - 5th Floor 1055 South Grady Way Renton, WA 98057 Dear Mr. Christensen: Jones Lang LaSalle Brokerage, Inc. 430D Amon Carter Blvd., Suite 100 Fort Worth, Texas 76155 tef +1 8 1 7-230-260D, fax +1 817 306-8265 14-50523 Attached please find a copy of the requested contract for execution by an official authorized to execute contract agreements on behalf of your company. Please print two (2) copies execute and return both copies with original signature for completion on part of BNSF Railway Company ("BNSF") to this office, along with the following requirements: • A check in the amount of $3000.00 payable to BNSF Railway Company which covers the contract fee(s). Please note the agreements cannot be executed by BNSF without an approved insurance certificate. If there are any issues with your insurance, you will be contacted by a member of the Risk Management team of BNSF Railway. 1. A Certificate of Insurance as required in the agreement. 2. A separate policy for Railroad Protective Liability Insurance as required in the agreement (ORIGINAL POLICY MUST BE PROVIDED). BNSF Railway Company will be the only insured party; OR; In lieu of providing a separate policy for Railroad Protective Liability Insurance, you may participate in the BNSF's Railroad Protective Policy by checking the appropriate box in the contract and including an additional $725.00 with your check. PLEASE ADVISE IF THIS PROJECT IS ARRA FUNDED. Acceptance and deposit of any check by BNSF does not constitute an agreement between BNSF and Licensee for the requested license. BNSF shall not be obligated to hold the check in a separate fund, but may commingle the funds with other funds of BNSF, and in no event shall BNSF be responsible for interest on said funds. The enclosed permit is not a binding agreement and shall become binding only when, and if, it is executed by you and fully approved and executed by BNSF Railway Company. Upon completion on behalf of BNSF, one fully executed counterpart will be returned for your records. The specificationsiplans you provided may differ from BNSF's minimum specification requirements. Therefore, prior to your installation, please review the Exhibit A to determine the specifications necessary for your installation. Please be informed that if contracts, fees, and insurance are not returned within sixty (60) days, the processing fee will increase to 31200.00. Sincerely Katrina Salazar Associate Contract Specialist Law Department Approved C. Tracking #14-50523 TEMPORARY OCCUPANCY PERMIT THIS AGREEMENT ("Agreement"). made as of the day of , 2014, ("Effective Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor") and CITY OF RENTON, a Washington corporation ("Licensee"). NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to the following. - GENERAL 1. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and estates of third parties, including, without limitation, any leases, licenses, easements, liens, or other encumbrances, and upon the terms and conditions set forth below, to temporarily occupy the area of Licensor's property shown on the attached Drawing No. 61359, dated July 14, 2014, attached hereto, marked Exhibit "A", and made a part hereof, situated at or near Renton, County of King, State of Washington, Line Segment 0405, Mile Post 2.90, ("Premises") for the purposes specified in Section 3 below. 2. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees, licensees, easement beneficiaries or lien holders, if any, or interfere with the use of such improvements. 3. Licensee shall use Premises exclusively as a site for replacing an existing sewer manhole and rehabilitate an existing sewer line. Licensee shall not use the Premises for any other purpose. Licensee shall not use or store hazardous substances, as defined by the Comprehensive Environmental Response, Compensation, and Liability Act, as amended ("CERCLA") or petroleum or oil as defined by applicable Environmental Laws on the Premises. 4. In case of the eviction of Licensee by anyone owning or claiming title to or any interest in the Premises, Licensor shall not be liable to refund Licensee any compensation paid hereunder or for any damage Licensee sustains in connection therewith. 5. Any contractors or subcontractors performing work on the Premises, or entering the Premises on behalf of Licensee, shall be deemed agents of Licensee for purposes of this Agreement. TERM 6. This Agreement shall commence on the Effective Date and shall continue for six (6) months, subject to prior termination as hereinafter described. COMPENSATION 7. (a) Licensee shall pay to Licensor, prior to the Effective Date, the sum of Three Thousand and No/100 Dollars ($3000.00) as compensation for the use of the Premises. Form 431; Rev. 20140801 1 Law Department Approved Tracking #14-50523 (b) Licensee agrees to reimburse Licensor (pursuant to -the terms of Section 7(c) below) for all costs and expenses incurred by Licensor in connection with Licensee's use of the Premises or the presence, construction and maintenance of the replace an existing sewer manhole and rehabilitate an existing sewer, including but not limited to the furnishing of Licensor's flaggers and any vehicle rental costs incurred. Licensee shall bear the cost of flagger services and other safety measures provided by Licensor, when deemed necessary by Licensor's representative. Flagging costs shall include, but not be limited to, the following: pay for at least an eight (8) hour basic day.with time and one=half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid holidays (as applicable); railway and unemployment insurance; public liability and property damage insurance; health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for railway labor or collective bargaining agreements and 'rate changes authorized by appropriate Federal authorities may increase flagging rates. Flagging rates in effect at the time of performance by the flaggers will be used to calculate the flagging costs pursuant to this Section 7. (c) All invoices are due thirty (30) days after the date of invoice. In the event that Licensee shall fail to pay any monies due to Licensor within thirty (30) days after the invoice date, then Licensee shall pay interest on such unpaid sum from thirty (30) days after its invoice date to the date of payment by Licensee at an annual rate equal to (i) the greater of (a) for the period January 1 through June 30, the prime rate last published in The Wall Street Journal in the preceding December plus two and one-half percent (2 1/2%), and for the period July 1 through December 31, the prime rate last published in The Wall Street Journal in the preceding June plus two and one-half percent (2 1%2%), or (b) twelve percent (12%), or (ii) the maximum rate permitted by law, whichever is less. COMPLIANCE -WITH LAWS 8. (a) Licensee shall observe and comply with any and all laws, statutes, regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction ("Legal Requirements") relating to the use of the Premises. (b) Prior to entering the Premises, Licensee shall and shall cause its contractor to comply with all Licensor's applicable safety rules and regulations. Prior to commencing any work on the Premises, Licensee..shall complete and shall require its contractor to complete the safety -training program at the Licensor's Internet Web site "http://BNSFcontractor.com". This training mustbe completed no more than one year in advance of Licensee's entry on the Premises. 9. Any activities performed by Licensee shall be in accordance with prudent standards of professional environmental practices exercised by the environmental engineering profession. DEFINITION OF COST AND EXPENSE 10. For the purpose of this Agreement, "cost' or "costs" "expense" or "expenses" includes, but is not limited to, actual labor and material costs including all assignable additives, and material and supply.costs at current value where used. Form 431; Rev. 20140801 -2- Law Department Approved RIGHT OF LICENSOR TO USE Tracking #14-50523 11. Licensor excepts and reserves the right, to be exercised by Licensor and any other parties who may obtain written permission or authority from Licensor: (a) to maintain, renew, use, operate, change, modify and relocate any existing pipe, power, communication lines and appurtenances and other facilities or structures of like character upon, over, under or across the Premises; (b) to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities or structures upon, over, under or across the Premises; or (c) to use the Premises in any manner as the Licensor in its sole discretion deems appropriate, provided Licensor uses all commercially reasonable efforts to avoid material interference with the use of the Premises by Licensee for the purpose specified in Section 3 above. LICENSEE'S OPERATIONS 12. (a) Licensee shall notify Licensor's Roadmaster, Daniel Baker at 2454 Occidental Ave S Street, Seattle, WA 98134, telephone (817) 374-9847, or email daniel.baker2@bnsf.com, at least ten (10) business days prior to entering the Premises. After completion of use of the Premises for the purpose specified in Section 3, Licensee shall notify Licensor in writing that such use has been completed. (b) In performing the work described in Section 3, Licensee shall use only public roadways to cross from one side of Licensor's tracks to the other. 13. Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity using mechanized equipment and/or machinery, or place or store any mechanized equipment, tools or other materials, within twenty-five (25) feet of the centerline of any Licensor track on the Premises unless Licensee has obtained prior written approval from Licensor. Licensee shall, at its sole cost and expense, perform all activities on and about the Premises in such a manner,as not at any time to be a source of danger to or interference with the existence or use of present or future tracks, roadbed or property of Licensor, or the safe operation and activities of Licensor. If ordered to cease using the Premises at any time by Licensor's Personnel due to any hazardous condition, Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that Licensor has no duty or obligation to monitor Licensee's use of the Premises to determinethe safe nature thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe. Neither the exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the liability allocation provided by this Agreement. 14. Upon completion of Licensee's work on the Premises or upon termination of this Agreement, whichever shall occur first, Licensee shall, at its sole cost and expense: (a) remove all of its equipment from the Premises; (b) report and restore any damage to the Premises arising from, growing out of, or connected with Licensee's use of the Premises; Form 431; Rev. 20140801 3- Law Department Approved Tracking #14-50523 (c) remedy any unsafe conditions on the Premises created or aggravated by Licensee; and (d) leave the Premises in the condition which existed as of the Effective Date of this Agreement. 15. Licensee's on -site supervision shall retain/maintain a fully executed copy of this Agreement at all times while on the Premises. LIABILITY 16. (a) TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR AND LICENSOR'S AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, FINES, PENALTIES, COSTS, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, DEMANDS, JUDGMENTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION, REMOVAL AND REMEDIATION AND GOVERNMENTAL OVERSIGHT COSTS) ENVIRONMENTAL OR OTHERWISE (COLLECTIVELY "LIABILITIES") OF ANY NATURE, KIND OR DESCRIPTION OF ANY PERSON OR ENTITY DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO (IN WHOLE OR IN PART): (i) THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ITS ENVIRONMENTAL PROVISIONS, (ii) ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS AGREEMENT, (iii) LICENSEE'S OCCUPATION AND USE OF THE PREMISES, (iv) THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR CONTRIBUTED BY LICENSEE, OR (v) ANY ACT OR OMISSION OF LICENSEE OR LICENSEE'S OFFICERS, AGENTS, INVITEES, EMPLOYEES, OR CONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM, OR ANYONE THEY CONTROL OR EXERCISE CONTROL OVER, EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO, IN WHOLE OR IN PART, ANY NEGLIGENCE OF ANY INDEMNITEE. THE ONLY LIABILITIES WITH RESPECT TO WHICH LICENSEE'S OBLIGATION TO INDEMNIFY THE INDEMNITEES DOES NOT APPLY ARE LIABILITIES TO THE EXTENT PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE. Form 431; Rev. 20140801 •4- Law Department Approved Tracking #14-50523 (b) FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, NOTWITHSTANDING THE LIMITATION IN SECTION 16(a), LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, NOW AND FOREVER WAIVE ANY AND ALL CLAIMS, REGARDLESS WHETHER BASED ON THE STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, THAT LICENSOR IS AN "OWNER", "OPERATOR", "ARRANGER", OR "TRANSPORTER" WITH RESPECT TO THE SITE FOR THE PURPOSES OF CERCLA .OR OTHER ENVIRONMENTAL LAWS. LICENSEE WILL INDEMNIFY, DEFEND AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL SUCH CLAIMS REGARDLESS OF THE NEGLIGENCE OF THE INDEMNITEES. LICENSEE FURTHER AGREES THAT THE USE OF THE PREMISES AS CONTEMPLATED BY THIS AGREEMENT SHALL NOT IN ANY WAY SUBJECT LICENSOR TO CLAIMS THAT LICENSOR IS OTHER THAN A COMMON CARRIER FOR PURPOSES OF ENVIRONMENTAL LAWS AND EXPRESSLY AGREES TO INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FOR ANY AND ALL SUCH CLAIMS. IN NO EVENT SHALL LICENSOR BE RESPONSIBLE FOR THE ENVIRONMENTAL CONDITION OF THE PREMISES. (c) TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE FURTHER AGREES, AND SHALL CAUSE ITS CONTRACTOR TO AGREE, REGARDLESS OF ANY NEGLIGENCE OR ALLEGED NEGLIGENCE OF ANY INDEMNITEE, TO INDEMNIFY, AND HOLD HARMLESS THE INDEMNITEES AGAINST AND ASSUME THE DEFENSE OF ANY LIABILITIES: ASSERTED AGAINST OR SUFFERED BY ANY INDEMNITEE UNDER OR RELATED TO THE FEDERAL EMPLOYERS' LIABILITY ACT ("FELA") WHENEVER EMPLOYEES OF LICENSEE OR ANY OF ITS AGENTS, INVITEES, OR CONTRACTORS CLAIM OR ALLEGE THAT THEY ARE EMPLOYEES OF ANY INDEMNITEE OR OTHERWISE. THIS INDEMNITY SHALL ALSO EXTEND, ON THE SAME BASIS, TO FELA CLAIMS BASED ON ACTUAL OR ALLEGED VIOLATIONS OF ANY FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE SAFETY APPLIANCE ACT, THE BOILER INSPECTION ACT, THE OCCUPATIONAL HEALTH AND SAFETY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE. (d) Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other proceeding brought against any Indemnitee by any entity, relating to any matter covered by this Agreement for which Licensee has an obligation to assume liability for and/or save and hold harmless any Indemnitee. Licensee shall pay all costs incident to such defense, including, but not limited to, attorneys' fees, investigators' fees, litigation and appeal expenses, settlement payments, and amounts paid in satisfaction of judgments. PERSONAL PROPERTY WAIVER 17. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY, AND NO INDEMNITEE WILL BE LIABLE FOR ANY Form 431; Rev. 20140801 5= Law Department Approved Tracking #14-50523 DAMAGE THERETO OR THEFT THEREOF, WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. INSURANCE 18. Licensee shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance coverage: A. Commercial General Liability Insurance. This insurance shall contain broad form contractual liabiiity with a combined single limit of a minimum of $2,000,000 each occurrence and an aggregate limit of at least $4,000,000. Coverage must be purchased on a post 1998 ISO occurrence or equivalent and include coverage for, but not limited to, the following: ♦ Bodily Injury and Property Damage ♦ Personal Injury and Advertising Injury ♦ Fire legal liability ♦ Products and completed operations This policy shall also contain the following endorsements, which shall be indicated on the certificate of insurance: • The employee and workers compensation related exclusions in the above policy shall not apply with respect to claims related to railroad employees. ♦ The definition of insured contract shall be amended to remove any exclusion or other limitation for any work being done within 50 feet of Licensor property. ♦ Any exclusionsrelated to the explosion, collapse and underground hazards shall be removed. No other endorsements limiting coverage may be included on the policy. B. Business Automobile Insurance. This insurance shall contain a combined single limit of at least $1,000,000 per occurrence, and include coverage for, but not limited to the following: ♦ Bodily injury and property damage ♦ Any and all vehicles owned, used or hired C. Workers Compensation and Employers Liability Insurance. This insurance shall include coverage for, but not limited to. - Licensee's statutory liability under the worker's compensation laws of the state(sj in which the work is to be performed. If optional under State law, the insurance must cover all employees anyway_ • Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease policy limit, $500,000 by disease each employee. D. Railroad Protective Liability Insurance. This insurance shall name only the Licensor as the Insured with coverage of at least $2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained under this policy shall only be effective during the initial installation and/or construction of the site. If further maintenance of the site is needed at a later date, an additional Railroad Protective Liability Insurance Policy shall be required. The policy shall be issued on a standard ISO form CG 00 35 10 93 and include the following: Form 431; Rev. 20140801 6- Law Department Approved Tracking #14-50523 o Endorsed to include the Pollution.Exclusion Amendment (ISO form CG 28 31 10 93) e Endorsed to include the Limited Seepage and Pollution Endorsement. e Endorsed to include Evacuation Expense Coverage Endorsement. e No other endorsements restricting coverage may be added. o The original policy must be provided to the Licensor prior to performing any work or services under this Agreement In lieu of providing a Railroad Protective Liability Policy, Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as above. The cost is $725. I elect to participate in Licensor's Blanket Policy; Li I elect not to participate in Licensor's Blanket Policy. Other. Requirements: Where allowable by law, all policies (applying to coverage listed above) shall contain no exclusion for punitive damages and certificates of insurance shall reflect that no exclusion exists. Licensee agrees to waive its right of recovery against Licensor for all claims and suits against Licensor. In addition, its insurers, through policy endorsement, waive their right of subrogation against Licensor for all claims and suits. The certificate of insurance must reflect waiver of subrogation endorsement. Licensee further .waives its right of recovery, and its insurers also waive their right of subrogation against Licensor for loss of its owned or leased property or property under its care, custody, or control. Licensee's insurance policies through policy endorsement must include wording, which states that the policy shall be primary and non-contributing with respect to any insurance carried by Licensor. The certificate of insurance must reflect that the above wording is included in evidenced policies. All policy(ies) required above (excluding Workers Compensation and if applicable; Licensor Protective) shall include a severability of interest endorsement and shall name Licensor and Jones Lang LaSalle Brokerage, Inc. as an additional insured with respect to work performed under this agreement. Severability of interest and naming Licensor and Jones Lang LaSalle Brokerage, Inc. as additional insureds shall be indicated on the certificate of insurance. Licensee is not allowed to self -insure without the prior written consent of Licensor. If granted by Licensor, any deductible, self -insured retention or other financial responsibility for claims shall be covered directly by Licensee in lieu of insurance. Any and all Licensor liabilities that would otherwise, in accordance with the provisions of this Agreement, be covered by Licensee's insurance will .be covered as if Licensee elected not to include a deductible, self -insured retention, or other financial responsibility for claims. Prior to commencing the Work, Licensee shall furnish to Licensor an acceptable certificates) of insurance including an original signature of the authorized representative Form 431; Rev. 20140801 -7- Law Department Approved Tracking #14-50523 evidencing the required coverage, endorsements, and amendments. The policy(ies) shall contain a provision that obligates the insurance company(ies) issuing such policy(ies) to notify Licensor in writing at least 30 days prior to any cancellation, non -renewal, substitution or material alteration. This cancellation provision shall be indicated on the.certificate of insurance. In the event of a claim or lawsuit involving Railroad arising out of this agreement, Licensee will make available any required policy covering such claim or lawsuit. Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. Licensee represents that this License has been thoroughly reviewed by Licensee's insurance agents)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this Agreement. Allocated Loss Expense shall be in addition to all policy limits for coverages referenced above. Not more frequently than once every five years, Licensor may reasonably modify the required insurance coverage to reflect then -current risk management practices in the Licensor industry and underwriting practices in the insurance industry. If any portion of the operation is to be subcontracted by Licensee, Licensee shall require that the subcontractor shall provide and maintain insurance coverages as set forth herein, naming Licensor as an additional insured, and shall require that the subcontractor shall release, defend and indemnify Licensor to the same extent and under the same terms and conditions as Licensee is required to release, defend and indemnify Licensor herein. Failure to provide evidence as required by this section shall entitle, but not require, Licensor to terminate this License immediately. Acceptance of a certificate that does not comply with this section shall not operate as a waiver of Licensee's obligations hereunder. The fact that insurance (including, without limitation, self-insurance) is obtained by Licensee shall not be deemed to release or diminish the liability of Licensee including, without limitation, liability under the indemnity provisions of this License. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. These insurance provisions are intended to be a separate and distinct obligation on the part of the Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby regardless of whether or not indemnity provisions are determined to be enforceable. For purposes of this section, Licensor shall mean "Burlington Northern Santa Fe Corporation", "BNSF Railway Company" and the subsidiaries, successors, assigns, and affiliates of each. ENVIRONMENTAL 19. (a) Licensee shall strictly comply with all federal, state and local environmental laws and regulations in its use of the Premises, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials Transportation Act, CERCLA (collectively Form 431; Rev. 20140801 -a- Law Department Approved Tracking #14-50523 referred to as the "Environmental Laws") storage, transfer or disposal facility, or Environmental Laws on the Premises. release of oil or hazardous substances, about the Premises. . Licensee shall not maintain a treatment, underground storage tank, as defined by Licensee shall not release or suffer the as defined by Environmental Laws on or (b) Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at (80D) 832-5452 of any release of hazardous substances on or from the Premises, violation of Environmental Laws, or inspection or inquiry by governmental authorities charged with enforcing Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to promptly respond to any release on or from the Premises. Licensee also shall give Licensor immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. (c) In the event that Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in any way with respect to the site, which occurred or may occur during the term of this Agreement, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or Licensor's right-of-way. (d) Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known to Licensee which create a risk of harm to persons, property or the environment and shall take whatever action is necessary to prevent injury to persons or property arising out of such conditions or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any obligation whatsoever imposed on it by this Agreement. Licensee shall promptly respond to Licensor's request for information regarding said conditions or activities. ALTERATIONS 20. Licensee may not make any alterations of the Premises or permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without Licensor's prior written consent. NO WARRANTIES 21. LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS AGREEMENT AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR OTHER THAN THOSE CONTAINED IN THIS AGREEMENT. LICENSEE HEREBY WAIVES ANY AND ALL WARRANTIES WITH RESPECT TO THE PREMISES, EXPRESS OR IMPLIED, OR WHICH MAY EXIST -BY OPERATION OF LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Form 431; Rev. 20140801 -9- Law Department Approved Tracking #14-50523 QUIET ENJOYMENT 22. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PROPERTY NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO COVENANT OF QUIET ENJOYMENT IS MADE. DEFAULT 23. If default shall be made in any of the covenants or agreements of Licensee contained in this document, or in case of any assignment or transfer of this Agreement by operation of law, Licensor may, at its option, terminate this Agreement by serving five (5) days' notice in writing upon. Licensee. Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this Agreement for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this Agreement. The remedy set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. TERMINATION 24. This Agreement may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Upon expiration of the time specified in such notice, this Agreement and all rights of Licensee shall absolutely cease. 25. If Licensee fails to surrender to Licensor the Premises, upon any termination of this Agreement, all liabilities and obligations of Licensee hereunder shall continue in effect until the Premises are surrendered. Termination shall not release Licensee from any liability or obligation, whether of indemnity or otherwise, resulting from any events happening prior to the date of termination. ASSIGNMENT 26. Neither Licensee, nor the heirs, legal representatives, successors or assigns of Licensee, or any subsequent assignee, shall assign or transfer this Agreement or any interest herein, without the prior written consent and approval of Licensor, which may be withheld in Licensor's sole discretion. NOTICES 27. Any notice required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if (i) placed in the United States mail, certified, return receipt requested, or (ii) deposited into the custody of a nationally recognized overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to such other address as the party to be notified may designate by giving the other party no less than thirty (30) days' advance written notice of such change in address. Form 431; Rev. 20140801 -10- Law Department Approved If to Licensor: Jones Lang LaSalle Brokerage, Inc. 4300 Amon Carter Blvd, Suite 100 Fort Worth, TX 76155 Attn: Licenses/Permits with a copy to: BNSF Railway Company 2500 Lou Menk Dr. — AOB3 Fort Worth, TX 76131 Attn: Manager — Land Revenue Management If to Licensee: City of Renton Renton City Hall - 5th Floor 1055 South Grady Way Renton, WA 98057 SURVIVAL Tracking #14-50523 28. Neither termination nor expiration will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration, or, if later, the date when the Premises are restored to its condition as of the Effective Date. RECORDATION 29. It is understood and agreed that this Agreement shall not be placed on public record. APPLICABLE LAW 30. All questions concerning the interpretation or application of provisions of this Agreement shall be decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions. SEVERABILITY 31. To the maximum extent possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall 'not invalidate the remainder of such provision or any other provision of this Agreement. MISCELLANEOUS 32. In the event that Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 33. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. Jones Lang LaSalle Brokerage, Inc., is acting as representative for BNSF Railway Company. Form 431; Rev. 20140801 -11- Law Department Approved Tracking #14-50523 IN WITNESS WHEREOF, this License has been duly executed, in duplicate, by the parties hereto as of the day and year first above written. BNSF RAILWAY COMPANY Jones Lang LaSalle Brokerage, Inc., its Attorney in Fact 4300 Amon Carter Blvd, Suite 100 Fort Worth, TX 76155 By: Ed Darter Title: Sr. Vice President - National Accounts CITY OF RENTON Renton City Hall - 5th Floor 1055 South Grady Wa Renton, W 98 57 By: Title: h1aw- AAJ 621e/41 AJ AL Form 431; Rev. 20140801 12- COORDINATE SYSTEM. WA N TRACKING NO. 14-50523 EXHIBIT "A" ATTACHED TO CONTRACT BETWEEN BNSF RAILWAY COMPANY AND CITY OF RENTON SCALE. 1 IN.= 100 FT. NORTHWEST DIV. SEATTLE_SUB SPUR SUBDIV. L.S. 0405 DATE 07/14/2014 _N,4TH ST 1 TM1 LEGEND. PREMISES RIGHT OF WAY LINE — TRACK AT RENTON COUNTY OF KING —N- SECTION: 8.17 TOWNSHIP: 23N RANGE: 5E MERIDIAN: WILLM MP.2.9Q 122°11'42.063"W 47'29'18.408"N Source Esq DigitaMcibe Geobr, i,cubed USDA U C 5. AGx Getitialipinrj. Aerogrrd FGN. IGI'. swisstugoi, and the GI +1sei Cors�mr`n'iit4jr,` DESCRIPTION: A PARCEL OF LAND CONTAINING A TOTAL OF 4,525 SO FT (0.1 A.C) MORE OR LESS SHOWN SHADED TO BE USED TO REPLACE AN EXISTING CITY OF RENTON SEWER MANHOLE AND REHABILITATE AN EXISTING SEWER. STATE OF WA INC DRAWING NO 61359