Loading...
HomeMy WebLinkAboutRESOLUTION - 9-90 - 1/23/1990 - LICENSE AGREEMENT RESOLUTION NO. 9-90 A RESOLUTION AUTHORIZING THE VILLAGE PRESIDENT AND VILLAGE CLERK TO EXECUTE A LICENSE AGREEMENT WITH THE CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Village President be and is hereby authorized to sign the attached documents marked: Chicago & North Western Railroad License Agreement a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said documents upon the signature of the Village President. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. PASSED this 23rd day of January , 1990. APPROVED this 23rd day of January , 1990. Charles J. Zettek Village President ATTEST: Patricia S. Smith Village Clerk Form. 2036 - Page 1 Revised 1981 CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY (hereinafter called "Company") hereby licenses the VILLAGE OF ELK GROVE VILLAGE, ILLINOIS, (hereinafter called "Licensee") to use trucks and excavating equipment with hi-rail devices (hereinafter called "equipment" ) upon the tracks and property of the Company for the purpose of cleaning and maintaining ditches along the tracks in the Industrial Park of Elk Grove Village, Illinois, in the location and position, and within the limits shown on map dated October 17, 1989 hereto attached marked Exhibit "A" and, by this reference, made a part hereof. The foregoing license is given upon such express terms and conditions as are inserted below, as well as those contained upon the subsequent printed pages, and should the Licensee at any time violate any of said terms or conditions, or use or attempt to use said equipment for any other or different purpose than that above specified, then the Company may, at its option, immediately revoke this license.- The foregoing license is subject to the following conditions: The Licensee agrees to furnish and keep in force during the term of this license, and to submit to the Company 's Insurance Department for approval , a certificate of insurance carried by the Licensee, which shall provide for public liability insurance for bodily injury and prop- erty damage an behalf of the Company, in an amount of not less than $2,000,000 combined single limits per occurrence. The certificate shall contain a commitment by the insurance company that it will give the Company thirty days advance notice of any cancellation of or change in the insurance coverage shown on such certificate, and shall be endorsed to assume the contract- ual liability which the Licensee has assumed under the terms and conditions of this license, and shall show the Chicago and North Western Transportation Company as an additional insured. The aforementioned limits shall be subject to change on any anniversary date of this license as the Company may deem appropriate. Licensee shall comply with and operate under all applicable federal enactments and those of the state(s ) in which the use of said Equipment is performed regarding Employer's Liability , Workmen's Compensation and Workmen's Insurance, and expressly covenants and agrees that its em- ployees engaged in the use of the said Equipment are not and shall not be treated or considered as servants of the Company, and Licensee hereby covenants and agrees to save and hold harmless the Company against any and all damages, claims, costs and expenses of whatsoever nature due to the existence of such enactments and of any and all claims , costs and expenses in connection therewith under any claim of subrogation provided by said enactments or otherwise. Licensee agrees to accept exclusive liability for the payment of any and all payroll taxes or contributions for unemployment insurance or old age pensions or annuities which are measured by the wages, salaries or other renumeration paid to the employees of the Licensee. Licensee further agrees to reimburse the Company for any of such of the aforesaid taxes and contribu- tions as by law the Company may be required to pay. Licensee agrees to comply with all valid administrative regulations respecting the assumption of liability for the aforesaid taxes and contributions and the supplying of information to the proper authorities. The said equipment shall be stored off of the Company 's property at all times that said equipment is not actually being used for the purpose licensed. The Licensee shall clean any dirt or debris from each respective track prior to completion of its operation and relocation to another track, or off of the Company's property. Form '2036 - Page 2 Revised .1981 FIRST. Said equipment shall be used in such manner as in no way to interfere with or endanger the use of the property or tracks of the Company , or the operation thereon of any engines, cars or trains. The Chief Engineer of the Company shall have the right to inspect such usage from time to time and to require such changes to be made as will in his opinion de- crease the hazards incident to said equipment; but any such inspection or required changes or any failure to so inspect, or to require changes to be made, shall not effect any of the obli - gations assumed by the said Licensee hereunder. SECOND. The said Licensee shall bear the cost of all protection which the company may require for its tracks or property during use of said equipment hereby authorized and of all repairs, changes, additions or betterments to said Company 's track or property made necessary on account of same, and the entire cost thereof will be paid by the said Licensee promptly upon receipt of bill thereforX proutddd Gorfany 5iuea h4ense2 r�arona616 notue of planned werKand its Lc THIRD. The Licensee shall pay all taxes, general and special , license fees or other charges which may become due or which may be assessed against the premises of the Company because of the operation or use of said equipment, the Licensee, or the business conducted in connection with said equipment, and shall reimburse the Company for any such taxes, license fees or other charge which may be paid by the Company promptly upon the presentation by the Company of bills therefor. FOURTH. The said Licensee will give to the Chief Engineer of the Company at least forty eight hours ' notice before entering upon the right of way or tracks of the Company. FIFTH. Licensee agrees that in the use of the equipment, it will comply with all applicable laws , including, but not limited to, any laws, standards , regulations, or permit re- quirements relating to environmental pollution or contamination or to occupational health and safety; and Licensee agrees to indemnify and hold harmless the Company from any and all claims , demands, lawsuit, or liability for loss, fines, damage, injury, and death and all expenses and costs, including attorneys ' fees, resulting from or arising out of the use of the equipment, including any discharge or emission therefrom or for the violation of any law, standard, regu- lation, or permit requirement relating to environmental pollution or contamination, or to occu- pational health and safety. SIXTH. It is understood by the Licensee that the use of said equipment is subject to and may increase the dangers and hazards of the operation of the railroad of the Company, and that this license is subject to all risks thereof. Therefore, and as a material consideration to the Company for entering into this license and without which the Company will not enter same, the Licensee agrees to assume and pay for all loss or damage to property whatsoever, and injury to or death of any peson, or persons whomsoever, including all costs and expenses inci - dent thereto, however arising from or in connection with existence, operation or use of said equipment, or the failure of the Licensee or members, officers, agents or employees of the Licensee to abide by or comply with any of the terms or conditions of this license; and the Licensee forever indemnifies the Company against and agrees to save it harmless from all claims, demands, lawsuits or liability for any such loss, damage, injury and death, costs _ander expense, even though the operations of the Company 's railroad may have contri used thereto. Notice to or knowledge by the Company of any act or omission by the Licensee which is or might be a breach by the Licensee of any of the terms or conditions of this Agreement to be performed by the Licensee, and the acquiescense by the Company in or to such act or omission , shall neither be considered to relieve the Licensee of any obligation assumed by it under this paragraph nor be considered to be a waiver or release by the Company of any rights granted to it under this paragraph. SEVENTH. The Company reserves the right to use, occupy and enjoy its tracks, property and right of way , for such purpose, in such manner, and at such time as it shall desire, the same as if this instrument had not been executed by it. If any such use shall necessitate any relocation of said equipment, the Licensee shall perform such work at such time as the Company may approve. Said Company shall not be liable to the Licensee on account of any damage growing out of any use which the Company may make of its tracks , property and right of way. In case any of the terms or provisions of this license have been performed or carried out prior to the actual date of execution hereof, it is understood and agreed that this license shall nevertheless be of the same force and effect as though same had been executed by the par- ties prior to such performance. Form 2036 - Page 3A Revised 1981 EIGHTH. The Company shall have the right at any time to revoke this license by giving thirty days ' notice in writing to the Licensee and at the expiration of the time limited by said notice or upon any other revocation of this license, the Licensee shall promptly, and in the manner directed by said Chief Engineer, remove all equipment hereby authorized from the premises of the Company. Unless otherwise terminated, this license shall terminate on July 31, 2009. NINTH. The waiver of a breach of any of the terms or conditions hereof shall be limited to the act or acts constituting such breach, and shall never be construed as being a continuing or permanent waiver of any such terms or conditions, all of which shall be and remain in full force and effect as to future acts or happenings , notwithstanding any such waiver. TENTH. This license is personal to said -Licensee and is not assignable or transfer- able, without the written consent of the Company being first obtained. ELEVENTH. In consideration of the Company 's giving to the Licensee the rights and privi - leges above specified without any charge therefor, the Licensee, by the acceptance of this license, hereby agrees that it will not levy or assess any special tax or special assessment against Company or against or upon Company 's properties for the use of the equipment ; and, the Licensee hereby forever indemnifies Company against and agrees to save Company harmless from any and all claims , demands, lawsuits or liability whatsoever for any such special tax or special assessment. If notwithstanding the foregoing provisions any such special tax or special assessment shall be levied or assessed upon or against said Company's properties , the Company shall have the following elections to wit: (a) Company may make such payments as may be necessary to satisfy and discharge any liens for such special tax or special assessment and in case of such payment the Licensee agrees to make repayment on demand with interest at the rate of five per cent (5%) per annum from the date of such payment so made by Company. (b) Company may file this license agreement for recording in the office of the Recorder of Deeds of the county in which said properties are located and such filing shall constitute a complete discharge and release of any lien against said Company 's pro- perties for such special tax or special assessment. (c) Company may terminate this license by filing notice of termination with such Recorder of Deeds for recording and forwarding a copy thereof through certified or registered mail , postage prepaid to Licensee whereupon all rights, privileges and interests herein granted to Licensee shall immediately cease and determine with the right of Company to make immediate re-entry and without any further obligations or any liabil - ity on the part of Company in respect to any payments, setoffs, counterclaims , recoupment, crossbills or cross demands. All rights, remedies and elections of Company shall be cumulative. Form 2036 - Page 4A Revised 1981 In Witness Whereof this instrument is executed this day of 119_ ATTEST: CHICAGO AND NORTH WESTERN TRANSPORTATION COMPANY By Assistant Secretary Vice President - Engineering Pursuant to authority granted by resolution of the President & Bd. of Trustees of the VILLAGE OF ELK GROVE VILLAGE, ILLINOIS, adopted January 23, 1990 The undersigned, the Licensee mentioned in the foregoing license, hereby accepts the same subject to the terms and conditions therein stated. VILLAGE OF ELK GROVE VILLAGE, ILLINOIS Attest: By Charles J. Zettek (Seal ) Village President Patricia S. Smith Vi I lage Mer