009 of 2007 - Granting to Utah Transit Authority a Commuter Rail Franchise 0 07--1
C 07-109
SALT LAKE CITY ORDINANCE
No. 9 of 2007
(Granting to Utah Transit Authority a Commuter Rail Franchise)
WHEREAS, Utah Transit Authority("UTA"),is undertaking a project consisting of the
acquisition, construction and operation of a commuter rail public transportation system,which
shall provide public transportation to passengers through a corridor extending along the Wasatch
Front(the"System");and
WHEREAS, as part of the proposed System, UTA intends to construct and operate a
double track rail line that will pass through the City generally parallel to the existing Union
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Pacific Railroad Company trackage,and intersect or otherwise utilize various City streets,rights-
of-way and other City property described herein(collectively,and as more particularly described
herein,the"Franchise Area");and
WHEREAS,UTA has requested that the City grant UTA a franchise for the construction,
operation,maintenance,repair and replacement of portions of the System over,upon and across
the Franchise Area;and
WHEREAS,the City,in the exercise of its police power,ownership,use or rights over
and in the public rights-of-way,and pursuant to its other regulatory authority,believes it is in the
best interests of the public to provide to UTA a non-exclusive franchise for such purpose;and
WHEREAS,the City and UTA propose to enter into a Franchise Agreement,the
substantially final form of which has been presented to the City Council at the meeting at which
this Ordinance is being considered for adoption(the"Agreement");and
WHEREAS,the City desires to approve the execution and delivery of such Agreement
and to otherwise take all actions necessary to grant the referenced franchise to UTA;and
WHEREAS,the City believes this Ordinance to be in the best interests of the residents of
the City,
NOW,THEREFORE,be it ordained by the City Council of Salt Lake City,Utah,as
follows:
SECTION 1. Short Title. This Ordinance shall be known as the"UTA Commuter Rail
Franchise Ordinance."
SECTION 2. Grant of Franchise. (a) There is hereby granted to UTA,in accordance
with the terms and conditions of the Agreement,the right,privilege,and franchise(collectively,
the"Franchise"),to locate,construct,operate,maintain,replace and repair the Rail Line(as such
term is defined in the Agreement)(collectively,the"Use of the Franchise Area"),over,upon and
through City streets,rights-of-way and other City property within the Franchise Area,subject to
the provisions of this Agreement.
(b) UTA acknowledges that (i) the City may have previously granted franchises
affecting the Franchise Area, (ii) various public and private utility facilities may be situated
within the Franchise Area, and (iii) no right of action in favor of UTA and against the City
relating in any way to the existence of utility lines or facilities,or for damages of any kind against
the City relating to such utility lines and facilities or the existence of prior franchises,shall arise
or be deemed to arise from this Ordinance or the Agreement.
(c) The rights granted UTA herein are non-exclusive. The City retains the right to
locate,construct,operate,maintain,replace and repair other facilities in the Franchise Area,and
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to grant to third parties the right to locate,construct,operate,maintain,replace and repair other
facilities in the Franchise Area,provided that each of the following conditions is satisfied:
(i) The location,construction,operation,maintenance,replacement and repair
of the other facility does not unreasonably interfere with UTA's Use of the Franchise
Area;
(ii) The location,construction,operation,maintenance,replacement and repair
of the other facility shall not commence without first obtaining a UTA Access Permit as
required by Section 4 of the Agreement.
(iii) All costs associated with the installation of other facilities in the Franchise
Area are borne by parties other than UTA.
(d) The rights granted to UTA herein and in the Agreement do not include the right to
attach or locate any of UTA's facilities to or on,or otherwise utilize,any City-owned facilities or
structures,including without limitation light poles,towers,buildings and trees.
(e) The City makes no warranties, either express or implied, regarding the nature,
extent or status of its title to the property within the Franchise Area,or the existence or non-
existence of rights in third parties that may be superior to the franchise rights granted to UTA
hereunder and under the Agreement. In addition,UTA recognizes that certain property within
the proposed System corridor belongs to the State of Utah or other third parties, and the City
makes no representations or warranties whatsoever with respect to such property. In the event
UTA finds it necessary to acquire additional rights from third parties, the City shall have no
obligation to pay,or to reimburse UTA for the payment of,any costs related to such acquisition,
or in connection with any litigation challenging UTA's Use of the Franchise Area.
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(f) The Franchise Area which UTA is authorized to use pursuant to this Ordinance
and the Agreement shall be that area described on Exhibit A attached hereto.
(g) This Ordinance is adopted,and the Franchise is granted,subject to all of the terms
and conditions of the Agreement,the substantially final form of which is attached hereto as
Exhibit B,and which is incorporated herein and made a part hereof as fully and completely as if
set forth herein. This Ordinance contains a summary of certain provisions of the Agreement.
Reference is hereby made to the Agreement for a full and complete description of such terms and
conditions. Any differences or discrepancies between this Ordinance and the Agreement shall be
resolved in favor of the Agreement.
SECTION 4. Term. Subject to the provisions of Section 11 of the Agreement,the
Franchise shall be operative for an initial term of fifty(50)years. Subject to the last sentence of
this Section 4,the initial term shall be automatically renewed for one(1)additional term of fifty
(50)years;provided,however,that if,at least 180 days prior to the expiration of the initial term,
the City notifies UTA of one or more significant concerns regarding UTA's Use of the Franchise
Area(whether or not the matters of concem are addressed by or constitute a default under this
Ordinance or the Agreement),and such concerns are not corrected by UTA to the satisfaction of
the City,or an appropriate amendment to this Ordinance or the Agreement is not executed within
such 180 day period,the City shall not be obligated to renew the term of the Franchise,in which
event the rights of UTA hereunder shall terminate at the end of the initial term. The parties do
not intend that the term of the Franchise shall exceed any limitation imposed by law,including
without limitation the Interlocal Cooperation Act,Title 11,Chapter 13,Utah Code Annotated
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1953,as amended(the"Interlocal Act"),and agree to comply with any applicable requirements
of the Interlocal Act in connection with any renewal of the term of the Franchise.
SECTION 5. Acceptance by UTA. Within thirty(30)days after the effective date of this
Ordinance,UTA shall execute and deliver to the City Recorder of the City,a copy of the
Agreement. Such execution and delivery of the Agreement shall constitute the unqualified
acceptance by UTA of this Ordinance and the Franchise. Failure by UTA to execute and deliver
the Agreement as provided herein shall render this Ordinance and the rights granted hereunder
null and void.
SECTION 6. Consideration and Payment. (a) The fair market value of the
Franchise Area is as calculated on Exhibit C attached hereto. In consideration for the rights for
Use of the Franchise Area granted by the City to UTA,UTA agrees to issue to the City,without
cost to the City, Eco Passes in the number, for the years, and on the conditions described in
Exhibit D attached hereto(the"Eco Passes"). The City estimates that the Eco Passes have a net
present value to the City of approximately$520,000. In addition to the Eco Passes,UTA(i)
has incurred, at the request of the City, certain significant out-of-pocket engineering, survey,
management and related costs to accommodate the City's land use needs and requirements with
respect to the Rail Line alignment in the Grant Tower area of the City,and(ii)will incur certain
significant costs associated with the design and construction of the quiet zone improvements as
provided in Section 7 of the Agreement. The City and UTA agree that the sum of the value of
the Eco Passes, the value of the items specified in subparagraphs (i) and (ii) above,plus the
value of the potential future bicycle corridor provided for in subparagraph(b),equals or exceeds
the fair market value of the Franchise Area, as set forth in Exhibit C. Such consideration shall
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satisfy(i)all of UTA's franchise fee payment obligations through the end of the initial 50-year
term provided in Section 4 of this Ordinance, and (ii) any obligations of UTA with respect to
replacing the South Temple Street right-of-way and 500 West Street right-of-way. The rights
granted by the City to UTA for the use of South Temple Street and 500 West Street shall not be
subject to Section 5(d)or Section 11 of the Agreement.
(b) Bicycle Corridor. UTA agrees to negotiate with the City in good faith for the
grant of a license for a bicycle/pedestrian/recreational trail within UTA right of way on the terms
and conditions generally available to local governments similar to those set forth in Exhibit H of
the Agreement.
SECTION 7. Rights Reserved to the City. Without limitation upon the rights which the
City might otherwise have,the City hereby expressly reserves the following rights,powers and
authorities,except as modified by the Agreement or the Interlocal Agreement(as defined in the
Agreement):
(a) To exercise its governmental powers now or hereafter to the full extent that such
powers may be vested in or granted to the City;
(b) To grant additional franchises within the City to other persons for the conduct of
services under any conditions whatsoever acceptable to the City,notwithstanding the same might
later be alleged to be more favorable than the rights granted herein;
(c) To exercise any other rights, powers, or duties required or authorized to be
exercised by the City under the Constitution of the State of Utah,the laws of the State of Utah,or
City ordinances;and
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(d) To grant additional franchises through,upon,over,or under the subject Franchise
Area, and to utilize the Franchise Area for its own purposes, including the construction,
installation,operation,maintenance,repair,replacement and removal of City Utilities(as defined
in the Agreement),on the conditions set forth in Section 2 of this Ordinance.
SECTION 8. Police Powers. UTA acknowledges the right vested in the City pursuant to
general law to exercise its police powers for the protection of the health,safety and welfare of its
citizens and their properties. Nothing in this Ordinance or the Agreement shall be construed as
precluding the City from exercising such powers in connection with the System,except with
respect to matters specifically addressed in this Ordinance,the Agreement or the Interlocal
Agreement,and then only to the extent of the express terms of this Ordinance,the Agreement or
the Interlocal Agreement.
SECTION 8. Early Termination or Revocation of Franchise. The City may terminate or
revoke the Franchise and all rights and privileges herein provided in accordance with the terms of
the Agreement.
SECTION 9. This Ordinance shall take effect immediately upon publication of a
summary hereof,as certified by the City Recorder in accordance with Section 10-3-713,Utah
Code Annotated.
Passed by the City Council of Salt Lake City,Utah,this day of March,2007.
CHAIRPERSON
ATTEST:
CHIEF DEPUT C ER LIO-V(It
t
S
Transmitted to the Mayor on 4-3-07
Mayor's Action: x Approved Vetoed
M Y
ATTEST:
„„,
CHIEF DEPUTY CITY RECORDER 0„,( )•.,
(SEAL)
•
Bill No. 9 of 2007.
Published: 4-16-07
dtives\BC6753\LTA Curmnwt,Rail Franchsse OrdRancc Final 3 15-07 doc
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Exhibit A
Franchise Area
The Franchise Area shall mean and include the full width of the City's right-of-way at the
following perpendicular rail/street crossings,for a distance of eighteen(18)feet on the east side
of the centerline of the tracks):
Active Streets:
1800 North
400 North
300 North
600 West
200 South
800 South
700 South
900 South
1700 South
Closed Streets:
500 North
200 North
100 South
Depictions of the perpendicular rail/street crossings are attached. In addition,the
Franchise Area shall include portions of 500 West Street and South Temple Street,as depicted
below.
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EXHIBIT B
[Here attach form of Franchise Agreement.]
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RECORDED
MAR 2 1 2007 FRANCHISE AGREEMENT
(UTA Commuter Rail)
CITY RECORDER
THIS FRANCHISE AGREEMENT (UTA Commuter Rail), dated as of
, 2007 (this "Agreement"), by and between SALT LAKE CITY
CORPORATION,a municipal corporation of the State of Utah(the"City"),and UTAH
TRANSIT AUTHORITY,a public transit district organized under the laws of the State of
Utah("UTA"),
WITNESSETH:
WHEREAS, UTA is undertaking a project consisting of the acquisition,
construction and operation of a commuter rail public transportation system, which shall
provide public transportation to passengers along a corridor extending along the Wasatch
Front(the"System");and
WHEREAS, as part of the proposed System, UTA intends to construct and
operate a double track rail line(which rail line,together with all functionally related and
appurtenant facilities more particularly described on Exhibit A attached hereto,is referred
to herein as the "Rail Line"), that will pass through the City generally parallel to the
existing Union Pacific Railroad Company trackage, and intersect or otherwise utilize
various City streets,rights-of-way and other City property described herein(collectively,
and as more particularly described herein,the"Franchise Area");and
WHEREAS,the City Council has heretofore approved,and the City has executed
and delivered,that certain Master Interlocal Agreement Regarding Fixed Guideway
Systems Located Within Railroad Corridors,recorded with the Salt Lake City Recorder
February 10, 2004, by and among UTA, the City and numerous other Utah cities and
counties(the"Interlocal Agreement"),pursuant to which Interlocal Agreement the cities
and counties which are a party thereto have generally granted,or agreed to grant,to UTA
the right to plan,design, construct,own,operate and maintain the System in such cities
and counties,within the corridor identified in such Interlocal Agreement;and
WHEREAS, the Interlocal Agreement provides that the rights of UTA to plan,
design,construct,operate and maintain the System over existing streets within the City,
Provo City,Salt Lake County and any other city that has the right to require a franchise
agreement shall be subject to the terms and conditions of franchise agreements to be
entered into between UTA and each of such communities;and
WHEREAS, UTA has requested that the City grant UTA a franchise for the
construction,operation,maintenance,repair and replacement of the Rail Line over,upon
and across the Franchise Area;and
WHEREAS, in recognition of the separation of powers inherent in the Council-
Mayor optional form of government of the City, the Mayor has negotiated this
Agreement for legislative and policy approval by the City's legislative body;and
WHEREAS, the City Council has adopted this Agreement by reference in a
franchise ordinance,to which this Agreement has been annexed and incorporated;and
NOW, THEREFORE, for and in consideration of the premises, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the parties hereto do hereby agree as follows:
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SECTION 1. Franchise Description. (a) On or prior to the date hereof,the City
has adopted a franchise ordinance entitled UTA Commuter Rail Franchise Ordinance(the
"Ordinance"). The Ordinance references this Agreement, and incorporates the same.
This Agreement is subject to all of the terms and conditions of the Ordinance,and this
Agreement and the Ordinance shall be construed together as integrated documents.
(b) The Ordinance confers upon UTA, and its successors and assigns,the non-
exclusive right to locate, construct, operate, maintain, replace and repair the Rail Line
(collectively, the "Use of the Franchise Area"), over, upon and through City streets,
rights-of-way and other City property within the hereinafter described Franchise Area,
subject to the provisions of this Agreement.
(c) UTA acknowledges that (i) the City may have previously granted
franchises affecting the Franchise Area, (ii) various public and private utility facilities
may be situated within the Franchise Area, and(iii)no right of action in favor of UTA
and against the City relating in any way to the existence of utility lines or facilities,or for
damages of any kind against the City relating to such utility lines and facilities or the
existence of prior franchises,shall arise or be deemed to arise from this Agreement.
(d) The rights granted UTA herein are non-exclusive. The City retains the
right to locate, construct, operate, maintain, replace and repair other facilities in the
Franchise Area, and to grant to third parties the right to locate, construct, operate,
maintain,replace and repair other facilities in the Franchise Area,provided that each of
the following conditions is satisfied:
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(i) The location, construction, operation, maintenance, replacement
and repair of the other facility does not unreasonably interfere with UTA's Use of
the Franchise Area;
(ii) The location, construction, operation, maintenance, replacement
and repair of the other facility shall not commence without first obtaining a UTA
Access Permit as required by Section 4 of this Agreement; and
(iii) All costs associated with the installation of other facilities in the
Franchise Area are borne by parties other than UTA.
(e) The rights granted to UTA herein and in the Ordinance do not include the
right to attach or locate any of UTA's facilities to or on, or otherwise utilize, any City-
owned facilities or structures, including without limitation light poles, towers, buildings
and trees.
(f) The City makes no warranties, either express or implied, regarding the
nature, extent or status of its title to the property within the Franchise Area, or the
existence or non-existence of rights in third parties that may be superior to the franchise
rights granted to UTA under the Ordinance and hereunder. In addition, UTA recognizes
that certain property within the proposed System corridor belongs to the State of Utah or
other third parties, and the City makes no representations or warranties whatsoever with
respect to such property. In the event UTA finds it necessary to acquire additional rights
from third parties, the City shall have no obligation to pay, or to reimburse UTA for the
payment of, any costs related to such acquisition, or in connection with any litigation
challenging UTA's Use of the Franchise Area.
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(g) The Franchise Area which UTA is authorized to use pursuant to the
Ordinance and this Agreement shall be that area described on Exhibit B attached hereto.
(h) As reflected in this Agreement and the Franchise Area defined in this
Agreement,the parties contemplate that UTA will construct the Rail Line upon certain
property that the City has acquired or will acquire from Rocky Mountain Power (the
"Block 82 Parcel"). The Block 82 Parcel is located generally in the middle of the block
bounded by 500 West,North Temple, 600 West and 200 South. Pursuant to a separate
exchange agreement,the City will convey the Block 82 Parcel to UTA in fee and UTA
will convey to the City in fee the real property that UTA currently owns in Block 82.
This exchange shall be deemed to be an exchange of property of equal value, and no
additional consideration shall be due and payable by either party to the other. The
respective parcels to be conveyed by the parties are described on Exhibit C attached
hereto.
SECTION 2. Tenn. Subject to the provisions of Section 11 hereof, this
Agreement and the rights granted to UTA herein shall be operative for an initial term of
fifty(50) years. Subject to the last sentence of this Section 2, the initial term shall be
automatically renewed for one(1)additional term of fifty(50)years;provided,however,
that if,at least 180 days prior to the expiration of the initial term,the City notifies UTA
of one or more significant concerns regarding UTA's Use of the Franchise Area(whether
or not the matters of concern are addressed by or constitute a default under this
Agreement),and such concerns are not corrected by UTA to the satisfaction of the City,
or an appropriate amendment to this Agreement is not executed within such 180 day
period, the City shall not be obligated to renew the term of this Agreement, in which
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event the rights of UTA hereunder shall terminate at the end of the initial term. The
parties do not intend that the term of this Agreement shall exceed any limitation imposed
by law,including without limitation the Interlocal Cooperation Act,Title 11,Chapter 13,
Utah Code Annotated 1953,as amended(the"Interlocal Act"),and agree to comply with
any applicable requirements of the Interlocal Act in connection with any renewal of the
term of this Agreement.
SECTION 3. Consideration and Payment. (a) The fair market value of the
Franchise Area is as calculated on Exhibit D attached hereto. In consideration for the
rights for Use of the Franchise Area granted by the City to UTA,UTA agrees to issue to
the City, without cost to the City, Eco Passes in the number, for the years, and on the
conditions described in Exhibit I attached hereto(the"Eco Passes"). The City estimates
that the Eco Passes have a net present value to the City of$520,000. In addition to the
Eco Passes, UTA(i)has incurred, at the request of the City, certain significant out-of-
pocket engineering, survey, management and related costs to accommodate the City's
land use needs and requirements with respect to the Rail Line alignment in the Grant
Tower area of the City, and(ii) will incur certain significant costs associated with the
design and construction of the quiet zone improvements as provided in Section 7 of the
Agreement. The City and UTA agree that the sum of the value of the Eco Passes, the
value of the items specified in subparagraphs (i) and (ii) above, plus the value of the
potential future bicycle corridor provided for in subparagraph(b),equals or exceeds the
fair market value of the Franchise Area, as set forth in Exhibit D. Such consideration
shall satisfy (i)all of UTA's franchise fee payment obligations through the end of the
initial 50-year term provided in Section 2 hereof, and(ii) any obligations of UTA with
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respect to replacing the South Temple Street right-of-way and 500 West Street right-of-
way. The rights granted by the City to UTA for the use of South Temple Street and 500
West Street shall not be subject to Section 5(d) or Section 11 hereof.
(b) Bicycle Corridor. UTA agrees to negotiate with the City in good faith for
the grant of a license for a bicycle/pedestrian/recreational trail within UTA right of way
on the terms and conditions generally available to local governments similar to those set
forth in Exhibit H attached hereto.
SECTION 4. Access to Franchise Area. (a) Due to safety considerations,
access by each party to the Franchise Area in connection with construction, repair,
maintenance or other similar activities shall be subject to the conditions set forth in this
Section 4. The conditions of this Section are intended to facilitate a business-like
working relationship between the parties, and to ensure the public safety and the safety of
employees of the parties.
(b) UTA agrees that it shall not use the conditions of this Section 4 to interfere
arbitrarily or unreasonably with the City's access to its Franchise Area property, or to inhibit
the use by the City of its right-of-way property, or to interfere with the exercise by the City
of its police powers or other responsibilities to the public. UTA agrees that it shall cooperate
with the City to allow access to the Franchise Area on the schedule set forth herein.
(c) The City acknowledges that the Franchise Area is proximate to an active railroad
corridor governed by safety rules and regulations promulgated by the Utah Department of
Transportation, the Federal Railroad Administration, the Federal Transit Administration,
and the UTA. The City agrees that it shall not perform work within the Franchise Area
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except as provided in this Section 4. For all purposes of this Agreement, "work" shall not
include mechanized street cleaning or snow removal.
(d) UTA agrees that it shall not unreasonably deny, delay or withhold the
issuance of a permit granting access to the Franchise Area. In the event that UTA does not
provide the City with access to the Franchise Area on the schedule set forth herein, City may
access the Franchise Area provided that it complies with applicable safety rules and
regulations.
(e) Access Procedure.
(i) Prior to conducting work within the Franchise Area, the City shall
provide written notification of the proposed work to UTA's Rail Services dispatch office by
facsimile or electronic mail to the person indicated in Section 19(a). Such notice shall
include the name, address, phone number, fax number and electronic mail address of the
contact person; the type of work (whether routine, scheduled, major or emergency), the
nature and location of the proposed work; and the proposed time, date and duration of the
proposed work.
(ii) After receipt of such notice, UTA's Rail Services dispatch office
shall arrange for safety personnel trained in railroad worker protection to meet City
representatives at the Franchise Area and to remain at the site during the period of work
performance. UTA's Rail Services dispatch office shall deliver to the contact person using
the contact information provided a written work permit granting access to the Franchise
Area ("Access Permit"). Such Access Permit shall specify the location, date and time
during which the City may perform the proposed work in the presence of an authorized
UTA safety representative.
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(f) Access Schedule. The parties shall use their best efforts to adhere to the
following schedule when coordinating for access to the Franchise Area ("Access
Schedule"):
(i) Routine Maintenance. "Routine Maintenance" shall mean and
include routine work which can be accomplished in less than eight hours, such as filling
potholes, weed abatement, trash removal, and similar activities. The parties agree on a 48
hour notice period for Routine Maintenance. The City shall give UTA notice of the City's
scheduled performance of Routine Maintenance. Within 24 hours of first receiving notice
from the City,UTA shall grant an Access Permit for Routine Maintenance authorizing work
to commence before the expiration of the notice period.
(ii) Scheduled Work. "Scheduled Work" shall mean and include work
that (i) can be scheduled weeks or months in advance, (ii) cannot be accomplished within
eight hours, and/or (iii) generally requires sizeable equipment or work crews, including, by
way of example, pipeline repair or replacement, street resurfacing, sidewalk construction,
and similar work. The parties agree on a five business day notice period for Scheduled
Work. The City shall give UTA notice of the City's scheduled performance of Scheduled
Work. Within two business days of first receiving notice from the City, UTA shall grant an
Access Permit for Scheduled Work authorizing work to commence before the expiration of
the notice period.
(iii) Major Work. "Major Work" shall mean and include work which
may require the closure of a crossing, such as the reconstruction of the street. The parties
agree to consult with each other regarding all major work to be performed by the City within
the Franchise Area. The parties shall in good faith negotiate all requirements applicable to
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such major work. The parties agree on a 30 business day notice period for Major Work.
The City shall give UTA notice of the City's scheduled performance of Major Work.
Within 10 business days of first receiving notice from the City, UTA shall grant an Access
Permit for Major Work authorizing work to commence before the expiration of the notice
period.
(iv) Emergency Work. "Emergency Work" shall mean and include
all work which by its nature is unanticipated, and which cannot be postponed, such as
repairing a ruptured water line, or clearing a crossing of a traffic accident. The City shall
notify UTA's Rail Services dispatch office as soon as is reasonably possible under the
circumstances of any emergency work to be performed within the Franchise Area, shall
keep UTA informed of progress, and shall work closely with UTA to ensure public safety.
In case of an emergency, both parties shall cooperate in performing as expeditiously as
safely can be done those acts necessary to allow or effect repair, with each party bearing
its own cost. In the event the City enters the Franchise Area prior to the arrival of safety
personnel, the City shall be responsible to comply with all safety rules and regulations
applicable during an emergency. It is expressly recognized that in the event of any
temporary irreconcilable conflict, repair by the City of its water, sewer and storm drain
lines shall take precedence over operation of the System.
(g) Neither the City nor UTA shall impose on the other party a fee or other
charge, or reimbursement requirement, in connection with any work performed by the other
party within the Franchise Area.
(h) All work in the public way performed by UTA within the Franchise Area
shall require that UTA first obtain from the office of the City Engineer a standard permit
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required for work in the public way. Such permit shall be issued on the same terms and
conditions as other work in the public way permits. The issuance of such permit shall be not
be unreasonably denied, delayed or withheld, and such permit shall be issued without
charge.
SECTION 5. Specific Conditions. (a) UTA shall submit design plans for all
construction work within the Franchise Area to the City Engineer and the Chief Engineer of
the Department of Public Utilities, for review and approval of plans for compliance with
local standards then in effect. Such plans shall be submitted at approximately the
conceptual development stage, near the completion of the preliminary engineering stage,
and at final design. Any changes required by the City shall be submitted by the City to UTA
within fourteen (14) days after receipt by the City of such plans. If comments on the final
design plans are not submitted by the City to UTA within such fourteen (14) day period,
such plans shall be deemed approved.
(b) All construction, repair, maintenance and other work within the Franchise
Area shall be done in such a manner so as to minimize disruption of System service, local
businesses and the common and ordinary use of Facilities by pedestrians and vehicles.
Neither party shall be liable to the other for such disruptions, so long as the work is
performed in a manner consistent with this Agreement.
(c) The Rail Line facilities shall be designed and constructed so as to be fully
integrated with City streets and other property, with respect to consistency of grade, and
quality and consistency of materials and construction. The tops of the rails shall match the
existing profile of the street surface. Whenever the City reasonably determines it is
necessary to change the grade of a street, UTA shall change the grade of its track at the
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City's expense. Whenever UTA reasonably determines it is necessary to change the
grade of its track, the City shall change the grade of its street at UTA's expense.
(d) (i) Except as otherwise provided in this Agreement, the City may, as
provided in this subsection (d), require the relocation or reinstallation of Rail Line
facilities situated within the Franchise Area provided that the City provides, at no cost to
UTA, a feasible alternative location for the facilities that meets all applicable safety
requirements and that allows for a contiguous, linear alignment for the operation of a
passenger rail system.
(ii) Whenever the City shall require the relocation or reinstallation of
any of the Rail Line facilities (other than the track and structure supporting the passenger
rail system) situated within the Franchise Area, it shall be the obligation of UTA, upon
notice of such requirement and written demand made of UTA, and within a reasonable
time thereof, to remove and relocate or reinstall such Rail Line facilities as may be
reasonably necessary to meet the requirements of the City. Such relocation may be
required by the City for any lawful purpose, including, without limitation, the resolution
of existing or anticipated conflicts or the accommodation of any conflicting uses or
proposed uses of the Franchise Area, whether such conflicts arise in connection with a
City project or a project undertaken by some other person or entity, public or private.
Prior to requiring the relocation of any Rail Line facilities, the City shall take into
account all feasible technical alternatives, the estimated costs thereof, and the estimated
cost to UTA of the required relocation.
(iii) Except as provided in subsection (c) above, UTA shall be required
to relocate the track and structure supporting the passenger rail system only if the CEO of
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the City provides UTA with written assurance that all costs and expenses of such
relocation shall be borne by parties other than UTA.
(iv) Except as provided herein, any relocation required by the City
under this subsection (d) shall be accomplished by UTA at no cost or expense to the City.
In the event the relocation is ordered to accommodate the facilities or uses of an entity
other than the City or UTA, the cost and expense of such relocation shall be borne by
such other entity. Any money and all rights to reimbursement from the State of Utah or
the federal government, to which UTA may be entitled for work done by UTA pursuant
to this paragraph, shall be the property of UTA. The City shall assign or otherwise
transfer to UTA all rights it may have to recover for such work performed by UTA and
shall reasonably cooperate with UTA's efforts to obtain reimbursement.
(e) The parties agree that UTA is responsible to maintain the Rail Line
facilities and public way within the Franchise Area only and is not responsible to
maintain any other rail facilities located in public ways that are not within the Franchise
Area.
(i) The Franchise Area shall be maintained by UTA, at its expense, as
required by this Agreement and applicable State law and City ordinance.
(ii) The portion of the Franchise Area to be utilized by vehicular,
bicycle and pedestrian traffic shall be maintained by UTA as a smooth, safe and
consistent surface, free of depressions or obstructions, in a manner consistent with
the adjacent City facilities. Whenever any street, sidewalk or other similar City
facility within the Franchise Area is paved, resurfaced or repaired by the City,
UTA shall, concurrent therewith or immediately thereafter, pave, resurface, or
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repair the Franchise Area with the same kind of material used to surface such
street, or with such other material as may be reasonably approved by the City not
in conflict with federal or state law or regulation.
(iii) The Rail Line facilities and the Franchise Area shall, at all times, be
maintained in a neat, clean and orderly condition.
(iv) If any maintenance of the Franchise Area required to be performed
pursuant to this Agreement or any legislative act, rule or regulation and is not
completed within thirty (30) days after written notice is sent from the City, or
within a longer reasonable time given the nature of the maintenance required, as
approved by the City, the City may perform such maintenance or repairs as it
reasonably deems necessary, not inconsistent with state or federal law or
regulation, pursuant to said notice. In such event, the City shall comply with the
provisions of Section 4. For such work, UTA shall entirely reimburse the City
within thirty (30) days after receipt from the City of a statement itemizing the
City's costs and expenses. UTA shall pay any reasonable City cost or expense
incurred in collecting such maintenance cost, including reasonable attorney's fees.
(f) If, in connection with the performance of any repair or maintenance work,
UTA shall remove, damage or in any manner interfere with any City facilities, UTA shall
replace such facilities with the same or similar materials as reasonably required by the
City, consistent with applicable federal and state laws and regulations, and to the
reasonable satisfaction of City.
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(g) Except as may be required for an electrified overhead catenary system,
UTA shall cause to be constructed and located underground all lines, wires, cables or
conduits used as part of the Rail Line facilities within the Franchise Area.
SECTION 6. City Utilities. (a) As part of the Rail Line design process, UTA
shall contact the City during the planning phase to obtain information on existing and
proposed utilities. With the assistance of the City, UTA shall prepare an inventory of all
City owned public utility lines and facilities that are (i) presently situated within the
Franchise Area, or (ii)presently situated near the Franchise Area and susceptible to damage
caused by the System.
(b) UTA shall be responsible to understand local requirements normally
associated with replacement and relocation of utilities in the City and to comply with the
City's generally applicable standards, including notice requirements.
(c) The City shall be given the opportunity to review and comment on proposed
relocations or modifications of utilities. UTA shall confer with the City and will use its best
efforts to resolve the concerns expressed by the City. The City shall have authority to
approve plans of utilities, including plans for the relocation or modification of utilities,
which approval shall not unreasonably be denied, delayed or withheld.
(d) Design and construction of System-required utility relocations or
modifications will be a UTA expense unless otherwise provided by agreement between the
parties.
(e) As long as the System is in place, UTA agrees to pay all costs of repairing
damage to City utilities to the extent such damage is caused by the System.
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SECTION 7. Quiet Zones. (a) As additional consideration for the rights for
Use of the Franchise Area granted by the City to UTA, UTA agrees, during the term of
this Agreement and at its own expense, to construct quiet zone improvements in the
manner required by UDOT at the street/rail crossings listed below at the same time it is
constructing its commuter rail project at the street/rail crossings. UTA has no obligation
to construct improvements at the crossings in advance of the construction schedule
generally adopted for the commuter rail project.
(i) 300 North
(ii) 400 North
(iii) 600 West
(iv) 200 South
(v) 700 South
(vi) 900 South
(vii) 800 South
(vii) 1700 South
(b) At all other street/rail crossings within the Franchise Area, UTA shall
cooperate with the City in the event the City determines in the future to acquire, construct
and install, at the City's expense, such facilities as shall be necessary to extend "quiet
zone" designation or recognition to such additional street/rail crossings.
(c) UTA shall maintain the quiet zone improvements within the Franchise
Area at its own expense.
(d) UTA agrees to abide by any and all applicable restrictions on the sounding
of horns, bells, whistles or other warning devices at any street/rail crossings within the
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City which qualify for"quiet zone" designation or recognition under applicable federal or
state law, rules or regulations, and to operate such crossings in such a manner, as may be
required under the Final Rule published by the Federal Railroad Administration on April
27, 2005, to establish and preserve such crossings as "quiet zones" under such Final Rule.
SECTION 8. City Approval of Agreements With Third Parties. All agreements
between UTA and private parties which may affect the Franchise Area or the subject matter
of this Agreement, including without limitation any agreements with companies operating
private utilities, shall be subject to City approval as to those provisions which affect the
City.
SECTION 9. Indemnification. (a) UTA shall indemnify, defend, and
hold harmless the City, and its respective past, present and future officials, employees,
officers, directors, trustees and agents (each an "Indemnified Party"), from and against all
claims, demands, lawsuits, liens and all liability or damage of whatever kind, including
attorneys' fees and expenses of dispute resolution (including expert witness fees and
investigative expenses), arising out of or by reason of any acts, errors or omissions: (i)
related to the exercise by UTA of the rights granted to UTA herein (excluding, however,
challenges to the City's authority to enter into this Agreement): (ii) in any construction or
other activity related to the System; (iii) in any planning, design, operation, maintenance
or repair of the System; (iv) related to UTA's breach of any material provision of this
Agreement; or (v) related to UTA's failure to comply with any federal, State or local
environmental laws or regulations.
(b) Notwithstanding the foregoing, UTA shall not be required to indemnify,
defend or hold harmless the City from claims, damages, losses or expenses to the extent
17
that such claims, damages, losses or expenses are the result of the negligence or willful
misconduct of the City.
(c) The indemnification provisions of this Section 9 shall survive the
termination of this Agreement and shall supersede any conflicting provision in any
Agreement between the City and UTA or UTA's predecessor in interest.
SECTION 10. Insurance. UTA maintains and shall continue to maintain until the
expiration or termination of this Agreement, a catastrophic risk management program,
allowing for its diverse risk exposures and financial condition, and maintains cash
reserves sufficient to meet its obligations under this program. Upon the commencement
of passenger rail service through the Franchise Area, UTA shall obtain and maintain
general liability insurance, written on an "occurrence" basis, with minimum limits of
coverage of One Hundred Million Dollars ($100,000,000)per occurrence. UTA shall not
permit its insurance to expire or be canceled or materially changed. Upon the
commencement of passenger rail service through the Franchise Area, the City shall be
named as additional insured and entitled to receive notice of any termination,
modification or reduction in insurance coverage.
SECTION 11. Termination of Agreement. (a) Except as otherwise provided
herein, this Agreement shall be subject to termination as to any portion of the Franchise
Area prior to the end of the otherwise effective term hereof if UTA fails to have such
portion of the Franchise Area included in the Metropolitan Planning Organization's Long
Range Transportation Plan for more than ten years or if, after the initial construction of
System, such portion of the Franchise Area ceases to be operated by UTA for public
transportation purposes for a period of more than ten years.
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(b) The City may not terminate this Agreement based on the occurrence of
any event that is the result of force majeure, as described in Section 14 hereto.
SECTION 12. Acceptance by UTA of Franchise; UTA Duty to Approve
Franchise Agreement. Within thirty (30) days after the effective date of the Franchise
Ordinance adoption by the City Council, UTA shall execute this Agreement, which
execution shall constitute an unqualified acceptance of the Franchise Ordinance.;
Otherwise, this Agreement and the Franchise Ordinance shall be null and void.
SECTION 13. Duty to Restore. Upon the expiration of this Agreement, or earlier
termination or partial termination pursuant to Section 11 hereof, all Rail Line facilities
located within portions of the Franchise Areas as to which UTA's rights hereunder have
been terminated shall, at the option of the City, be removed, and such property shall be
restored to a condition consistent with the adjoining streets or other public facilities, both
with respect to grade, underlying materials, surface, appearance, quality, finish and type of
construction, and in accordance with applicable City material specifications and
construction standards, at the sole cost and expense of UTA, within ninety(90) days of such
expiration or termination, or such longer period as shall be required by the nature of the
work, as approved by the City. If UTA fails to restore the property as required herein, the
City may perform such work, and UTA hereby agrees to reimburse the City within thirty
(30) days after receipt of a statement from the City itemizing the City's costs and expenses,
including any collection costs, and attorney's fees.
SECTION 14. Default. (a) Except as provided in subsection (b) below, either
party shall be deemed in default under this Agreement upon the failure of such party to
observe or perfoiui any covenant, condition or agreement on its part to be observed or
19
performed hereunder, and the continuance of such failure for a period of thirty (30) days
after the giving of written notice by the other party, which notice shall specify such
failure and request that it be remedied, unless the party giving such notice shall agree in
writing to an extension of such time period prior to its expiration; provided, however, that
if the failure stated in such notice cannot be corrected within the applicable period, it
shall not give rise to a default hereunder if corrective action is instituted within the
applicable period and diligently pursued until such failure is corrected. In the event of a
default hereunder, the non-defaulting party shall have a breach of contract claim and
remedy against the other in addition to any other remedy provided or permitted by law.
In the event of any dispute with respect to any of the covenants or agreements contained
herein, the prevailing party shall be entitled to recover from the other party all costs and
expenses, including reasonable attorneys' fees, which may arise or accrue from enforcing
this Agreement or its provisions, and in pursuing any remedy provided by this Agreement or
the laws of the State of Utah or the United States, whether such remedy is pursued by filing
a suit or otherwise.
(b) The parties hereto shall be excused for any period of delay in the
performance of any obligations hereunder when prevented from so doing by causes
beyond the party's control, including any acts of God, wars (declared or undeclared),
enemy or hostile government actions, government regulations or controls, labor disputes,
acts of terrorism or vandalism, blockades, epidemics, civil commotion, riots,
insurrections, interruptions by government or court orders, arrests, sabotage, storm, storm
warnings, flood, earthquake, lighting, hurricane or other weather conditions, fire or other
casualty, inability to obtain labor, materials, supplies or reasonable substitutes therefore,
20
at reasonable cost and after the exercise of reasonable diligence; provided, however, no
such cause shall excuse UTA from making any payments required by this Agreement.
SECTION 15. Dispute Resolution. (a) Any dispute regarding the
construction or interpretation of any provision of this Agreement, or of any other
agreement among the parties relating to the implementation of the System, or regarding
any policy matter or the determination of an issue of fact, shall be referred for resolution
to the City representative and the UTA representative involved in the dispute.
(b) If the dispute is not resolved between the City representative and the UTA
representative within 14 days from the date of first notification by one party to the other
of the disputed issue, the dispute may be advanced, by either party, to the Chief
Executive Officer ("CEO") or designee of the City and CEO or designee of UTA. The
CEOs shall engage in good faith negotiations aimed at reaching an amicable solution to
the dispute that is consistent with the cooperation and coordination expressed in this
Agreement and the Interlocal Agreement.
(c) If the dispute is not resolved between the respective CEOs within 30 days
after notice of the dispute is given to the CEOs, then the parties shall refer the dispute for
resolution to a single mediator, agreed upon by both parties. If the parties are unable to
agree upon a single mediator, the matter shall be referred to a three member mediation
panel. One member of the mediation panel shall be selected by UTA, one member of the
mediation panel shall be selected by the City, and the third member of the mediation
panel shall be selected jointly by the other two panel members. Panel members shall be
independent of the parties and shall be recognized and approved by State and/or federal
courts as qualified and experienced mediators/arbitrators. Each party shall pay its own
21
costs and fees, including the fees of its appointed mediator, and shall jointly pay for the
costs and fees of the jointly appointed mediator. Any of the above time periods may be
modified by mutual agreement of the parties.
(d) If the dispute cannot be resolved by the mediator or mediation panel
within 90 days from the date of a final determination by the CEOs, the dispute may be
brought before a court or other tribunal appropriate under the circumstances for de novo
review. A matter may only proceed to court after exhausting the above appeal procedure.
SECTION 16. UTA to Have No Recourse. (a) Except as expressly provided in
this Agreement, UTA shall have no recourse whatsoever against the City for any loss,
cost, expenses or damage arising out of the provisions or requirements of the franchise or
because of the enforcement thereof by the City or for the failure of the City to have the
authority to grant all or any part of the franchise.
(b) Each party acknowledges that it has carefully read the terms and
conditions of this Agreement and is not aware of any ambiguities therein. In the event
any dispute arises over the meaning of any term, the same shall not be construed strictly
against either party as the drafter thereof.
SECTION 17. Restrictions Against Assignment. (a) Neither this Agreement nor
any of the rights of UTA hereunder shall be assigned or transferred either in whole or in
part or leased, sublet or mortgaged in any manner, neither shall title thereto, whether
legal or equitable, nor any right, interest nor property therein pass to nor vest in any
person either by the act of UTA nor by operation of law, without the prior written consent
of the City, which may be granted or withheld in its absolute discretion. The granting,
22
giving, or waiving of any consent by City shall not waive the requirements of obtaining
subsequent consents.
(b) The consent or approval of the City to any assignment, lease, transfer,
sublease, or mortgage of this Agreement shall not constitute a waiver or release of the
rights of the City in and to the Franchise Area.
SECTION 18. Compliance With State, Federal and Municipal Laws. UTA and
the City shall at all times comply with all laws and ordinances of the City, the State of
Utah, and the federal government or any administrative agency thereof, including
specifically any City ordinance restricting trains from blocking public intersections for
extended periods of time.
SECTION 19. Notice. (a)Access Procedure. Any notice regarding access required
to be given pursuant to Section 4 (e) of this Agreement shall be given by facsimile to (801)
352-6605 or electronic mail to sduffy@rideuta.com, or at such other number or address as
UTA may provide in writing from time to time.
(b) General. Except as set forth in Section 19(a) above, any notice, demand,
request, consent, submission, approval, designation or other communication which a
party is required or designated to give under this Agreement shall be made in writing and
mailed to the other party at the addresses set forth below or at such other addresses as the
parties may provide in writing from time to time. Such notices shall be faxed and mailed,
by first-class mail, postage prepaid, to the parties as follows:
To City: Salt Lake City Corporation
c/o Salt Lake City Mayor
City& County Building
451 South State Street, Room 306
Salt Lake City,Utah 84111
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Telephone: (801) 535-7704
Fax: (801) 535-6331
with a copy to:
Salt Lake City Attorney's Office
City& County Building
451 South State Street, Room 505A
Salt Lake City, UT 84111
Telephone (801) 535-7788
Fax: (801) 535-7640
If to UTA, at:
General Manager
Utah Transit Authority
3600 South 700 West (84119)
P.O. Box 30810
Salt Lake City, Utah 84130-0810
Telephone: (801) 262-5626
Fax: (801) 287-4614
with a copy to:
General Counsel
Utah Transit Authority
3600 South 700 West (84119)
P.O. Box 30810
Salt Lake City, UT 84130-0810
Telephone: (801) 262-5626
Fax: (801)287-4520
SECTION 20. Rights Reserved to the City. (a) Without limitation upon the
rights which the City might otherwise have, the City hereby expressly reserves the
following rights, powers and authorities, except as modified by this Agreement or the
Interlocal Agreement:
24
(i) To exercise its governmental powers now or hereafter to the full
extent that such powers may be vested in or granted to the City;
(ii) To grant additional franchises within the City to other persons for
the conduct of services under any conditions whatsoever acceptable to the City,
notwithstanding the same might later be alleged to be more favorable than the
rights granted herein;
(iii) To exercise any other rights, powers, or duties required or
authorized to be exercised by the City under the Constitution of the State of Utah,
the laws of the State of Utah, or City ordinances; and
(iv) To grant additional franchises through, upon, over, or under the
subject Franchise Area, and to utilize the Franchise Area for its own purposes,
including the construction, installation, operation, maintenance, repair,
replacement and removal of City Utilities, on the conditions set forth in Section
1(d).
SECTION 21. Police Powers. UTA acknowledges the right vested in the City
pursuant to general law to exercise its police powers for the protection of the health,
safety and welfare of its citizens and their properties. Nothing in this Agreement shall be
construed as precluding the City from exercising such powers in connection with the
System, except with respect to matters specifically addressed in this Agreement or the
Interlocal Agreement, and then only to the extent of the express terms of this Agreement
or the Interlocal Agreement.
SECTION 22. Amendment. This Agreement may be modified or amended only by
a written instrument executed by the parties and/or all their successors, as applicable.
25
SECTION 23. Severability. (a) If any provision of this Agreement, or the
application of any provision to any person or circumstance is held invalid the remainder
of this Agreement shall be given effect without the invalid provision or application.
(b) If any provision of this Agreement, except Section 3 hereof, or the
application of any such provision, except Section 3 hereof, to any person or circumstance,
is held invalid, the provisions of Section 3 shall apply notwithstanding such invalidity.
(c) If this entire Agreement, or Section 3 hereof, or the application of such
entire Agreement or Section 3 to any person or circumstance, is held invalid,judgment of
such invalidity shall be deemed a notice to quit to all parties to the action seeking a
judgment of invalidity and failure to comply with such notice shall subject such parties to
the provisions of Chapter 36, Title 78, U.C.A. (Forcible Entry and Detainer) or its
successor provisions.
SECTION 24. Interlocal Co-operation Act Requirements. In satisfaction of the
requirements of the Interlocal Act in connection with this Agreement, the parties agree as
follows:
(a) This Agreement shall be authorized by resolution of the governing body of
each party, pursuant to Section 11-13-202.5 of the Interlocal Act;
(b) A duly executed original counterpart of this Agreement shall be filed with
the keeper of records of each party pursuant to Section 11-13-209 of the Interlocal Act.
(c) The Mayor of the City is designated as the administrator for all purposes
of the Act, pursuant to Section 11-13-207(1) of the Interlocal Act.
(e) Except as provided in Section 11 hereof, this Agreement and the UTA Use
Rights may be terminated only by and upon the express written consent of the parties.
26
(f) That this Agreement shall be submitted to the attorney authorized to
represent the City and UTA, respectively, for review as to proper form and compliance
with applicable law, pursuant to Section 11-13-202.5(3) of the Interlocal Agreement.
(g) Except as otherwise specifically provided herein, any real or personal
property constituting or relating to Public Facilities shall be acquired and held, and
disposed of upon partial or complete termination of this Agreement, by the City, as
provided or authorized by applicable City ordinances or State law. Any real or personal
property constituting or relating to the System, including all appurtenances thereto, shall
be acquired and held, and disposed of upon partial or complete termination of this
Agreement, by UTA, as provided or authorized by State law. Any real or personal
property which is acquired jointly shall be held jointly, and shall be disposed of as
mutually agreed by the parties, and any proceeds shall be shared by the parties in
proportion to the portion of the cost contributed by each party, or as otherwise mutually
agreed by the parties.
SECTION 25. Further Assurances. The parties hereto shall execute such other
documents and take such other actions as may be reasonably necessary or proper to achieve
the intent and purposes hereof
SECTION 26. Governing Law. This Agreement shall be construed, interpreted and
applied in accordance with the laws of the State of Utah
SECTION 27. Integration with Interlocal Agreement. The Interlocal Agreement
generally governs UTA's activities within the Corridor identified in the Interlocal
Agreement (which includes the Franchise Area), with respect to matters such as System
planning and design, System construction and maintenance, street crossings, System
27
operation, and related matters. Except as otherwise provided or authorized herein, the
Interlocal Agreement shall govern UTA's Use of the Franchise Area.
SECTION 28. Entire Agreement. This Agreement and the Interlocal Agreement
taken together contain the entire agreement between the parties with respect to the subject
matter hereof; and no statement, promises, or inducements made by either party or agents
or either party that are not contained in this Agreement shall be binding or valid, and this
Agreement may not be enlarged, modified or altered except through a written instrument
which is signed by all the parties.
SECTION 29. Conflicts of Agreements (a) In the event of any conflict
between the provisions of the Interlocal Agreement and this Agreement, or to the extent this
Agreement addresses matters not addressed in the Interlocal Agreement, the provisions of
this Agreement shall control.
(b) In the event of any conflict between the provisions of this Agreement and
the provisions of any later agreements, the later agreements shall control.
(c) In the event of any conflict between the provisions of this Agreement and
any applicable State law or City ordinance, this Agreement shall be controlling.
SECTION 30. Failure to Enforce Does Not Constitute Waiver. In the event
either party fails, for any reason whatsoever, to enforce any term or condition of this
Agreement, such lack of enforcement shall not be deemed a waiver or act as an estoppel
of the right to enforce the Agreement.
SECTION 31. No Wavier of Remedies. Nothing in this Agreement shall be
interpreted as a waiver by either party of any remedy available at law.
28
SECTION 32. Time is of the Essence to This Agreement. Whenever this
Agreement shall set forth a time for an act to be performed by or on behalf of either
party, such time shall be deemed of the essence.
SECTION 33. Binding Agreement. This Agreement shall be binding upon all of
the assigns, grantees and successors in interest to each of the parties, and shall remain in full
force and effect during the effective term hereof, as provided in Section 2, unless amended
as provided herein.
SECTION 34. Representation Regarding Ethical Standards for City Officers and
Employees and Former City Officers and Employees. UTA represents that it has not (1)
provided an illegal gift or payoff to a City officer or employee or former City officer or
employee, or his or her relative or business entity; (2) retained any person to solicit or
secure this contract upon an agreement or understanding for a commission, percentage,
brokerage or contingent fee, other than bona fide employees or bona fide commercial
selling agencies for the purpose of securing business; (3) knowingly breached any of the
ethical standards set forth in the City's conflict of interest ordinance, Chapter 2.44, Salt
Lake City Code; or (4) knowingly influenced, and hereby promises that it will not
knowingly influence, a City officer or employee or former City officer or employee to
breach any of the ethical standards set forth in the City's conflict of interest ordinance,
Chapter 2.44, Salt Lake City Code.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement this
day of , 2007.
29
SALT LAKE CITY CORPORATION
By
MAYOR
ATTEST AND COUNTERSIGN:
CHIEF DEPUTY CITY RECORDER
APPROVED AS TO FORM AND LEGALITY:
(-)L
a ( (z(
UTAH TRANSIT AUTHORITY
By
Title:
By
Title:
APPROVED AS TO FORM AND LEGALITY:
30
PAGE 31
INTENTIONALLY LEFT BLANK
31
STATE OF UTAH )
: ss.
County of Salt Lake )
On the day of , 2007 personally appeared before
me , who being by me duly sworn, did say that he is the
of SALT LAKE CITY CORPORATION, and said person
acknowledged to me that said corporation executed the same.
NOTARY PUBLIC, residing in
Salt Lake County, Utah
My Commission Expires:
STATE OF UTAH)
: ss.
County of Salt Lake)
On the day of , 2007, personally appeared before me
and , who being by me duly sworn, did say that they
are the and , of UTAH TRANSIT
AUTHORITY and that the foregoing instrument was signed in behalf of said corporation by
authority of a resolution of its board of directors; and said persons acknowledged to me that
said corporation executed the same.
NOTARY PUBLIC, residing in
Salt Lake County, Utah
My Commission Expires:
32
Exhibit A
Rail Line Components
The "Rail Line" which UTA is authorized by this Agreement and the Ordinance
to construct, operate, maintain, repair and replace within the Franchise Area, shall consist
of and include all railroad fixtures, trackage and structures including rails, tracks, ties,
signals, culverts, switches, grade crossing materials, warning devices, ballast, sub grade,
facilities, railroad communication and signal systems, wires, pipes, poles and all other
trackage appurtenances all as necessary to construct, operate and maintain the System.
33
Exhibit B
Franchise Area
The Franchise Area shall mean and include the full width of the City's right-of-
way at the following perpendicular rail/street crossings, for a distance of eighteen (18)
feet on the east side of the centerline of the tracks):
Active Streets:
1800 North
400 North
300 North
600 West
200 South
800 South
700 South
900 South
1700 South
Closed Streets:
500 North
100 South
Depictions of the perpendicular rail/street crossings are included as Exhibit E. In
addition, the Franchise Area shall include portions of 500 West Street and South Temple
Street, as depicted in Exhibits F and G, respectively.
35
Exhibit C
Legal Descriptions of Properties to be Exchanged in Grant Tower Area
[INSERT APPROPRIATE LEGAL DESCRIPTIONS]
35
LEGAL DESCRIPTION FOR SOUTH TEMPLE FRANCHISE AREA
A portion of South Temple Street lying between 500 West and 600 West Streets, Official Survey of Plat
"A", Salt Lake City Survey, located in the NW '/4 of the NW 1/4, Section 1, Township 1 South, Range 1
West, Salt Lake Base and Meridian, and more specifically described as follows:
Beginning at a point at the Southwest Corner of the vacated portion of South Temple Street, said
point being South 89°59'l0" West 720.36 feet along the South Temple Street Monument Line and
South 00°34'22" East 3.24 feet along the West Line of said vacated portion of South Temple Street
from the Salt Lake City Street Monument at the intersection of South Temple and 500 West Streets
(Basis of Bearing being South 00°00'18" East 792.14 feet from said Monument to the Salt Lake City
Monument at the intersection of 100 South and 500 West Streets, Atlas Plat Bearing between said
monuments being South 00°01'01" East 791.908 feet); thence North 89°57'09" East 78.23 feet along
the South Line of said vacated portion of South Temple Street; thence South 70°03'26" West 82.92
feet; thence North 00°34'22" West 28.22 feet to the Point of Beginning. Contains 1104 square feet or
0.0253 acres.
LEGAL DESCRIPTION FOR 500 WEST FRANCHISE AREA
A portion of 500 West Street lying between South Temple and North Temple Streets, Official Survey of
Plat"A", Salt Lake City Survey, located in the S '/2 of the SW 1/4, Section 36, Township 1 North, Range 1
West, Salt Lake Base and Meridian, and more specifically described as follows:
Beginning at a point on the West Line of said 500 West Street, said point being North 00°00'18"
West 63.18 feet and South 89°57'09" West 60.79 feet to the Southeast Corner of Block 82, Official
Survey of Plat "A", Salt Lake City Survey and North 00°00'10" West 279.67 feet along said West
Line from the Salt Lake City Monument in the intersection of South Temple and 500 West Streets
(Basis of Bearing being South 00°00'l 8" East 792.14 feet from said Monument to the Salt Lake City
Monument at the intersection of 100 South and 500 West Streets, Atlas Plat Bearing between said
monuments being South 00°O1'01" East 791.908 feet); thence North 00°00'10" West 108.40 feet
along said West Line; thence 255.78 feet along the arc of a curve to the left with a radius of 737.50
feet, through a central angle of 19°52'16" (long chord = North 18°19'25" East 254.50 feet); thence
North 08°10'32" East 5.49 feet; thence North 07°46'03" East 5.45 feet; thence North 07°22'26" East
5.45 feet; thence North 06°59'43" East 5.45 feet; thence North 06°37'52" East 5.46 feet; thence
North 06°16'55" East 5.46 feet; thence North 05°56'51" East 5.46 feet; thence North 05°37'39" East
5.47 feet; thence North 05°19'21" East 5.47 feet; thence North 05°01'56" East 5.47 feet; thence
North 04°45'23" East 5.48 feet; thence North 04°29'44" East 5.48 feet; thence North 04°14'58" East
5.48 feet; thence North 04°01'05" East 5.49 feet; thence North 03°48'04" East 5.49 feet; thence
North 03°35'57" East 5.49 feet; thence North 03°24'43" East 5.50 feet; thence North 03°14'22" East
5.50 feet; thence North 03°04'53" East 5.50 feet; thence North 02°56'18" East 5.51 feet; thence
North 02°48'36" East 5.51 feet; thence North 02°41'47" East 5.51 feet; thence North 02°35'51" East
5.52 feet; thence North 02°30'48" East 5.52 feet; thence North 02°26'38" East 5.52 feet; thence
North 02°23'20" East 5.53 feet; thence North 02°20'56" East 5.53 feet; thence North 02°19'25" East
5.53 feet; thence 10.18 feet along the arc of a curve to the left with a radius of 29,987.50 feet,
through a central angle of 00°01'10" (long chord = North 02°18'22" East 10.18 feet); thence North
89°59'34" East 38.57 feet to the Southwest Corner of Block 98, Official Survey of Plat "A", Salt
Lake City Survey; thence North 89°59'34" East 24.58 feet along the South Line of said Block 98;
thence 14.01 feet along the arc of a curve to the right with a radius of 20,012.50 feet, through a
central angle of 00°02'24" (long chord = South 02°16'22" West 14.01 feet); thence South 02°18'12"
West 5.54 feet; thence South 02°20'O1" West 5.54 feet; thence South 02°22'43" West 5.55 feet;
thence South 02°26'17" West 5.55 feet; thence South 02°30'43" West 5.55 feet; thence South
02°36'02" West 5.56 feet; thence South 02°42'13" West 5.56 feet; thence South 02°49'17" West 5.56
feet; thence South 02°57'12" West 5.57 feet; thence South 03°06'00" West 5.57 feet; thence South
03°15'41" West 5.57 feet; thence South 03°26'14" West 5.58 feet; thence South 03°37'39" West 5.58
feet; thence South 03°49'56" West 5.58 feet; thence South 04°03'06" West 5.59 feet; thence South
04°17'08" West 5.59 feet; thence South 04°32'02" West 5.59 feet; thence South 04°47'49" West 5.59
feet; thence South 05°04'28" West 5.60 feet; thence South 05°22'00" West 5.60 feet; thence South
05°40'24" West 5.60 feet; thence South 05°59'40" West 5.61 feet; thence South 06°19'48" West 5.61
feet; thence South 06°40'49" West 5.61 feet; thence South 07°02'42" West 5.62 feet; thence South
07°25'27" West 5.62 feet; thence South 07°49'05" West 5.62 feet; thence South 08°13'35" West 5.58
feet; thence 375.86 feet along the arc of a curve to the right with a radius of 762.50 feet, through a
central angle of 28°14'36" (long chord = South 22°33'13" West 372.07 feet) to the Point of
Beginning. Contains 29,962 square feet or 0.6878 acres.
. _ .._�,.-..�,.. .F'PI "„'v�t r—ter..» r• ^d ,r^,e"�rvz.A .� ,,, a .. .. r -.. e _
Exhibit D
f Here attach calculation of value of Franchise Area.]
36
Over the
Fence Value Area Fee Annual lease
Street Width Total Area (per sq ft) Value payment**
1800 N 66 2,376 $ 4.00 $ 9,504 $ 427.68
400 N 132 4,752 9.50 45,144 2,031.48
300 N 132 4,752 9.50 45,144 2,031.48
100 S 132 4,752 15.00 71,280 3,207.60
600 W 132 4,752 17.50 83,160 3,742.20
200 S 132 4,752 15.00 71,280 3,207.60
800 S 132 4,752 7.50 35,640 1,603.80
900 S 132 4,752 8.00 38,016 1,710.72
1700 S 66 2,376 5.00 11,880 534.60
Closed
Streets
1500 N 66 2,376 $ 4.00 9,504 $ 427.68
500 N 132 4,752 9.50 45,144 2,031.48
200 N 132 4,752 9.50 45,144 2,031.48
700 S 132 4,752 7.00 33,264 1,496.88
$ 24,484.68
** Adjusted 50% for limited
exclusive use of the right-of-way.
Net Present Value: $961,348.49 (based on 4.08% CPI and discount rate of 5%)
Exhibit E
Depictions of Perpendicular Rail/Street Crossings
37
• I 1 I
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II 1, EXHIBIT E
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UTA COMMUTER RAIL I
{ 1800 NORTH (SALT LAKE CI )
-- I . . SLC CORP FRANCHISE AREA
4800.60 SF
,i - MARCH 30, 2007 1
.. _ .
1 I ' I E
EXHIBIT
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:
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• UTA COMMUTER RAIL
400 NORTH (SALT LAKE CITY)
' SLC CORP FRANCHISE AREA
5328.45 SF
I I MARCH 30, 2007
' I , I
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EXHIBIT
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SCALE: 1"=50'
I UTA COMMUTER RAIL
300 NORTH (SALT LAKE CITY)
9 I SLC CORP FRANCHISE AREA
• 6006.83 SF
MARCH 30, 2007
7i, r
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-,.� UTA CO)V1tY1UTER RAIL I
I SLC CORP'FRANCHISE REA m
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PLAT "A" (SALT LAKE)I
• SOUTH TEMPLE (SALT LAKE) CO
PART 1 1210.22 SF \
I 100 0 100 PART 2 1103.67 SF —1
__., — — — — — — �— — — — — 600 W (SALT LAKE) I m
6577.92 SF
SCALE:1 =100
MARCH 30, 2007
4
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1\. UTA, COMMUTER RAIL
\- 200 SOUTH (SALT LAKE CITY)
Ir. Ir. r. r - '•, • \\ SLC C,ORP FRANCHISE AREA
Ir-
6497.64 SF
\ MARCH\30, 2007
,— WSW
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800 SOUTH (SALT LAKE CITY)
' (
, . SLC CORP FRANCHISE AREA
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' MARCH 30, 2007
1 ., 1
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UTA COMMUTER RAIL
700 SOUTH (SALT LAKE CITY)
SLC CORP FRANCHISE AREA
4019.89 SF
l MARCH 30, 007
EXHIBIT
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UTA COMMUTER RAIL
900 SOUTH (SALT L KE CITY)
SLC CORP FRANCHISE AREA
3924.48 SF
MARCH 30, '2007 /
j € • k EXHIBIT E
Onmaisotat
9
12.13' rt 7.08'
Q
"'! ° 1700 SOUTH (SALT LAKE)
o f 18.00'
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k UTA COMMUTER RAIL - '
r 1700 SOUTH`(SALT LAKEc•GIT
SLC CORP FRANCHISE IA1E ; r1'
'MA13CH 30 2007 n e
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i EXHIBIT E
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T .-1 500 NORTH (SALT LAKE)
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UTA COMMUTER RAIL
500 NORTH (SALT LAKE CITY)
I SLC CORP FRANCHISE AR A
5511.05 SF
I MARCH 30, 2007
1� � II �%' EXHIBIT E
12,50' /, %1
cv.,7 PART 1 2 ii
o'
1250' t I'
z9/99
/46.18'
\ m l
® 1;' n- n e 100 SOUTH (SALT LAKE)
"�42i4'
.� 9. 7' 66.93'
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1 I' SCALE:1"=60'
a ' 1 V UTA COMMUTER RAIL
o 1, SLC CORP FRANCHISE AREA
700 WEST (SALT LAKE CITY)
•
•
• 10 4 v PART 1 1752.66 SF
j ` a •., PART 2 9524.75 SF
v — —
\ Z\ \ .,N 100 SOUTH (SALT LAKE CITY)
5918.12 SF
MARCH 30, 2007
1 1
Exhibit F
Depiction of 500 West Street Franchise Area
38
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/
/ / / / 'UTA COMMUTER RAIL
I 1500 WEST (SALT LAKE CITY)
/ / ISLC CORP FRANCHISE AREA
.29961.68 SF
I I MARCH 8, 2007
Exhibit G
Depiction of South Temple Street Franchise Area
39
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l MARCH 2, 2007
•
Exhibit H
GENERAL LICENSE AGREEMENT FOR MULTIPLE USE TRAIL
THIS GENERAL LICENSE AGREEMENT FOR MULTIPLE USE TRAIL
("Agreement") is made and entered into as of the day of 2006, by and
between UTAH TRANSIT AUTHORITY, a public transit district organized under Title 17A,
Chapter 2, Part 10, Utah Code Annotated 1953, as amended (hereinafter "UTA"), and
, a municipal corporation of the State of Utah (hereinafter "Licensee") that
desires to obtain from UTA a license for use of a portion of the below-defined railroad right of
way. UTA and Licensee may hereinafter be collectively referred to as "parties," and either may
be individually referred to as "party," all as governed by the context in which such words are
used.
RECITALS
WHEREAS, UTA is the owner of the Right of Way (as defined below) upon which UTA
operates a portion of its transportation system;
WHEREAS, Licensee desires to construct a trail for use by the public over the below-
specified portion of the Right of Way according to the terms, conditions and limitations set forth
in this Agreement;
WHEREAS, UTA is supportive of alternate transportation modes such as pedestrian and
bicycle trails and, subject to the terms and conditions of this Agreement, is willing to grant a
license allowing for the construction and operation of the trail;
WHEREAS, the Right of Way is the potential site for a proposed extension of the
transportation system in accordance with the Wasatch Front Regional Council's Long Range
Transportation Plan.
WHEREAS, the parties acknowledge that the future extension may require relocation or
reconfiguration of the Trail and, as the consideration for the license granted herein, Licensee has
agreed to perform such work (if necessary) at its own expense (notwithstanding any inconsistent
provisions that may have been agreed to between the parties pursuant to a separate agreement).
AGREEMENT
NOW, THEREFORE, on the stated Recitals, which are incorporated herein by
reference, and for and in consideration of the mutual covenants and agreements
hereinafter set forth, the mutual benefits to the parties to be derived herefrom, and
for other valuable consideration, the receipt and sufficiency of which the parties
acknowledge, it is hereby agreed as follows:
40
ARTICLE 1. DEFINITIONS
In addition to other defined terms set forth above and below, and as used
throughout this Agreement, the following capitalized terms shall have the meanings
indicated below.
"Emergency Access Manager" means the person or office responsible for controlling
access to the Right of Way in case of emergency. The Emergency Access Manager as of the
execution of this Agreement is UTA Property Management at either (801) 231-7679 or (801)
706-1365. UTA may change the designated Emergency Access Manager from time to time by
delivery of notice in accordance with Article 20 of this Agreement.
"Freight Operator" means the Union Pacific Railroad Company ("UPRR"), which
currently uses a portion of the Right of Way to provide freight service to customers along the
Right of Way. "Freight Operator" shall also mean any successor or assignee of the UPRR or any
other railroad operator using the Right of Way to provide freight service.
"Governmental Authority" or "Governmental Authorities" means one or more federal,
state, municipal or local governmental bodies or agencies.
"Hazardous Materials" means any pollutants, toxic substances, hazardous wastes,
hazardous substances, oils of any kind or in any form (including petroleum, fuel oil, diesel oil,
crude oil or any fraction thereof), and any other substances defined in or pursuant to the Resource
Conservation and Recovery Act, the Comprehensive Response, Compensation and Liability Act,
the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or
any other federal, state or local environmental law, regulation, ordinance, rule or bylaw, as such
are amended from time to time, whether existing as of the date hereof, previously enforced or
subsequently enacted.
"Loss" or "Losses" means any and all losses, damages, claims, demands, actions, causes
of action, penalties, costs, expenses, court costs, attorneys' fees, amounts paid in settlement,
judgments, prejudgment and post judgment interest and any other costs incurred as the result of:
(i) loss of or damage to the property of any party or third person; (ii) injury to or death of any
party or third person; or(iii) economic loss to a party.
"Multiple Use Trail" means that portion of the Right of Way for which Licensee is
obtaining a license to develop a public trail (in accordance with Exhibit "A") for pedestrian,
equestrian, and bike traffic including all hardscaping, landscaping and improvements.
"Right of Way" means
"Track" or "Tracks" means any and all tracks, rails, ties, switches, frogs, end of track
barricades or bumpers, derail devices, tie plates, spikes, fastenings, drainage structures, grading,
ballast, crossings, subgrade stabilization, tunnels, bridges, trestles, culverts, structures, facilities,
leads, spurs, turnouts, tails, sidings, signals, crossing protection devices, catenary systems and
wires, conduits, railroad communications systems, poles and all other operating and non-
operating railroad or railway appurtenances, whether located on or adjacent to the Right of Way.
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"UTA Engineer" means the individual specified or designated as such by UTA. As of the
date of this Agreement, the UTA Engineer is Crosby Mecham. UTA Engineer also refers to any
designees or successors of Mr. Mecham as may from time to time be designated by UTA,
provided that written notice of a change in the UTA Engineer is provided to Licensee as set forth
in this Agreement.
"Utility" or "Utilities" means any and all properties, facilities, utilities, crossings,
encroachments, lines and other appurtenances of third parties existing from time
to time on or about the Right of Way by permissive or prescriptive authority
including, but not limited to, pipelines, tube lines, water and gas mains, electrical
conduits, wires, fiber optics, communication lines, sewer pipes, overhead wiring
and supporting structures and appurtenances and all other structures and facilities
ARTICLE 2. USE OF A PORTION OF RIGHT OF WAY; LICENSE
A. In consideration of the covenants, conditions and agreements herein contained, UTA hereby
grants to Licensee, without any warranty whatsoever, a non-exclusive license (hereinafter the
"License") to construct, maintain and use, and to allow the public to use, at Licensee's sole cost
and expense, the Multiple Use Trail inside the boundaries of the Right of Way. Licensee shall
have no property interest whatsoever in the Right of Way, and Licensee is granted only the
License referred to herein.
B. The Multiple Use Trail shall be constructed between Street and Street or
approximately Milepost Location Numbers and , all in conformity with
Exhibit "A." The License is for the sole purpose of developing the Multiple Use Trail. The
Multiple Use Trail shall be used for public pedestrian and bicyclist use and other uses
supplementary thereto, including trail maintenance and police patrolling and law enforcement.
UTA expressly reserves the right to prohibit any use of the trail which is incompatible with
passenger and freight operations conducted in the Right of Way.
C. The rights herein granted to Licensee shall lapse and become void if the construction of the
Multiple Use Trail is not commenced within twelve (12) months of the date of execution of this
Agreement.
D. Except for areas located adjacent to at-grade road crossings, or as otherwise shown on the
attached Exhibit "A," Licensee shall erect and maintain a vinyl-coated chain link fence (or other
type and quality of the fencing as may be approved by the UTA Engineer from time to time)
separating the Multiple Use Trail from the remainder of the Right of Way. Licensee shall also
erect such signage, physical barriers and other protective devices as shown on Exhibit "A," as
well as such additional signage, physical barriers and other protective devices as may be
reasonably required from time to time by UTA or the Freight Operator.
E. In addition to other conditions and limitations otherwise provided herein, the License shall not
be construed as granting Licensee the right to install or to authorize the installation of any pipes,
pipelines, sewer or underground structures, or any telegraph, telephone, fiber optics,
communication lines, electric power lines or other similar facilities in, upon, over, under, across
or along the Right of Way, unless such facilities or improvements are necessary for the Multiple
Use Trail. The inclusion of any such facilities in Exhibit "A" or in plans and specifications
42
approved by the UTA Engineer shall not be deemed a waiver of UTA's right to require owners of
such proposed facilities to go through the normal application and approval process and to enter
into license agreements with UTA and to pay UTA its standard real estate usage charge for Utility
crossings of the Right of Way.
ARTICLE 3. SUBORDINATION OF LICENSE TO EXISTING USES OF RIGHT OF WAY
A. The License granted pursuant to this Agreement shall be subject and subordinate to
the prior and continuing right and obligation of UTA to fully use the Right of Way
including the right and power of UTA to construct, maintain, repair, renew, use, operate,
modify or relocate new or existing Tracks upon, along, above or across any or all parts of
the Right of Way and other UTA property, all or any of which may be freely done at any
time or times by UTA. The grant of License is made without covenants of title or quiet
enjoyment. UTA makes no warranties, either express or implied, regarding the nature,
extent or status of its title to the Right of Way or regarding the existence or nonenxistence
of third party rights which may be superior to the License granted pursuant to this
Agreement.
B. Licensee shall, within 60 days after receipt of written notice from UTA, modify or relocate
(or, if agreed between the parties, allow UTA to modify or relocate) all or any portion of the
Multiple Use Trail as UTA may reasonably designate. Notwithstanding any other agreement
entered between the parties the parties hereby agree that Licensee shall be responsible for any
necessary relocation costs. All the terms, conditions and stipulations herein expressed with
reference to the Multiple Use Trail in the location described herein shall, so far as the Multiple
Use Trail remains on UTA property, apply to the Multiple Use Trail as modified or relocated
pursuant to this Section.
C. The forgoing grant is also subject to the outstanding superior rights previously conveyed or
granted to third parties by UTA, or its predecessors in interest, and the right of UTA to renew and
extend the same.
ARTICLE 4. PLANS AND SPECIFICATIONS
In advance of the commencement of any construction, all general and detailed
plans and specifications for the Multiple Use Trail shall have been approved in
writing by the UTA Engineer. The plans and specifications delivered to the UTA
Engineer shall set out the method and manner of handling the work so as to
protect UTA's Right of Way and operations, and the operations of the Freight
Operator. The UTA Engineer shall have the right to approve the plans and
specifications, or withhold approval with respect to the plans and specifications,
such approval not to be unreasonably withheld. Licensee shall cause all such
work to be in strict conformity with such approved plans and with Exhibit "A,"
unless advance written waiver of this requirement is obtained from the UTA
Engineer. All additional work to be performed by Licensee subsequent to the
initial construction shall also be conducted pursuant to plans and specifications to
be reviewed and approved by the UTA Engineer pursuant to the terms and
conditions of this Article. The parties acknowledge that UTA assumes no
43
responsibility for the design or construction of the Multiple Use Trail. Licensee
shall ensure that the design and construction of the Multiple Use Trail is proper
and sufficient, and Licensee shall implement any necessary or appropriate safety
features or devices. The review of Licensee's plans and specifications as set forth
in this Article shall be solely for the purpose of ensuring, to the maximum extent
possible, that the Multiple Use Trail does not interfere with the passenger and
freight operations conducted in the Right of Way. The review of the plans and
specifications as set forth in this Article shall not be construed to be a waiver of
any other legal rights UTA may have under this Agreement or otherwise. No
review conducted by UTA shall be construed to be a warranty, guarantee or
assurance of the adequacy of the Licensee's work (or that of any contractor of
Licensee) or the adequacy of the safety measures employed by Licensee (or those
of any contractor of Licensee). The review conducted is for UTA's sole benefit
and is for no other person's benefit, including that of Licensee.
ARTICLE 5. CONSTRUCTION AND MAINTENANCE OF MULTIPLE USE TRAIL
A. Licensee, at its sole cost and expense, shall perform all grading and shall install all necessary
drainage improvements and facilities required in connection with the safe construction and
operation of the Multiple Use Trail within the Right of Way. Licensee shall arrange to modify
any overhead and/or underground Utilities or other facilities to meet UTA specifications, as
determined solely by UTA. Licensee shall not suffer or permit drainage water to flow or collect
upon the Right of Way or other UTA property because of the construction or operation of the
Multiple Use Trail. Licensee shall provide adequate passageway for the waters of any runoff,
streams, bodies of water and drainage facilities (either natural or artificial, including water from
UTA culvert and drainage facilities). Licensee shall ensure that no water is impeded, obstructed,
diverted or caused to back up, overflow or damage the Right of Way or other property of UTA or
third parties.
B. UTA shall have the right, but not the duty, to observe and inspect any and all
construction, installation, maintenance, repair, renewal, modification, reconstruction,
relocation and/or removal of the Multiple Use Trail and other work concerning or related
to the Multiple Use Trail, and to require safety or other precautions and standards to be
met or used during any such work. Licensee and its contractors shall comply with the
rules, regulations and instructions of UTA and its representatives with respect to work
performed in conjunction with the Multiple Use Trail including, without limitation, those
related to the protection of UTA facilities at and in the vicinity of the Multiple Use Trail.
The right to inspect work as set forth in this provision shall be solely for the purpose of
ensuring, to the maximum extent possible, that the Multiple Use Trail does not interfere
with the passenger and freight operations conducted in the Right of Way. The exercise of
such right shall not be construed to be a waiver of any other legal rights UTA may have
under this Agreement or otherwise. No inspection conducted by UTA shall be construed
to be a warranty, guarantee or assurance of the adequacy of the Licensee's work (or that
of any contractor of Licensee) or the adequacy of the safety measures employed by
Licensee (or those of any contractor of Licensee). The inspection conducted is for
UTA's sole benefit and is for no other person's benefit, including that of Licensee.
44
C. Licensee shall procure any needed property rights, easements, rights of way,
franchises, permits or other permission for the construction, installation, maintenance,
repair, renewal, modification, reconstruction, relocation and/or removal of the Multiple
Use Trail including without limitation those necessary to traverse over and across any
public street, road or highway. Licensee assumes all costs and expense related to the
acquisition of such rights and shall pay any fees or costs imposed by any Governmental
Authority or other entity as the result of the Multiple Use Trail.
D. In the construction, installation, maintenance, repair, renewal, modification, reconstruction,
relocation and/or removal of the Multiple Use Trail, Licensee shall take all suitable precautions to
prevent any interference with the operation of any Tracks or Utilities including, without
limitation, signals, grade crossings, communication lines and catenary systems and wires. If, at
any time, the construction, installation, maintenance, repair, renewal, modification,
reconstruction, relocation and/or removal of the Multiple Use Trail results in any interference
with the operation of the Tracks or any Utility or other facility as now existing or which may
hereafter be constructed, Licensee shall, at its sole cost and expense, immediately take such
action as may be necessary to eliminate such interference. In the event that the construction,
installation, maintenance, repair, renewal, modification, reconstruction, relocation and/or removal
of the Multiple Use Trail damages the Tracks or any Utility or other facility, Licensee shall
immediately restore or repair such Track, Utility or other facility at Licensee's sole cost and
expense. UTA, at its sole option, shall also have the right, without notice to Licensee, to cause
the restoration or repair any such Tracks,Utilities or other facilities and seek reimbursement of all
reasonable costs incurred in conjunction therewith.
E. The Multiple Use Trail shall be constructed, operated and maintained by Licensee in such a
manner as not to be or constitute a hazard. In the construction, installation, maintenance, repair,
renewal, modification, reconstruction, relocation and/or removal of the Multiple Use Trail,
Licensee, at its sole cost and expense, shall comply with the requirements of all laws, rules,
regulations, ordinances or orders of any applicable Governmental Authority. Licensee shall not
cause or permit the importation of any Hazardous Materials onto the Right of Way.
F. Licensee shall replace and maintain any soil disturbed during or because of work performed in
conjunction with the Multiple Use Trail being sure the replaced soil is thoroughly compacted and
the grade even with the adjacent surface of the ground.
G. Licensee shall bear the cost of any modifications to UTA's Tracks, other structures,
communication facilities, catenary systems and wires, and other facilities or improvements
required by the construction, use and/or existence of the Multiple Use Trail.
H. All remaining and new landscaping within the Multiple Use Trail, and pavements, fencing
and other improvements installed with respect to the Multiple Use Trail shall be maintained by
Licensee in a good and workmanlike manner and in a manner consistent with Licensee's other
public trails or parkways. All maintenance shall be performed consistent with the conditions or
standards as may be required by the laws, rules, regulations, ordinances or orders of applicable
Governmental Authorities, and so as to ensure the safety of UTA property, adjacent properties,
the Multiple Use Trail and the public invitees thereto. All bushes, trees, plants, and the like with
respect to the Multiple Use Trail shall be maintained by Licensee so as not to cross the vertical
45
plane created by the fence separating the Multiple Use Trail from other areas of the Right of Way.
Any landscaping, bushes, trees, plants, and the like with respect to the Multiple Use Trail shall
also be maintained by Licensee in a manner such that there is no interference with clearances,
including clearances for line-of-sight and other visibility, for freight and passenger operations or
with rail safety requirements, all as determined by UTA in its sole discretion. Licensee shall
remove or modify any landscaping or other vegetation not complying with this provision within
five (5) calendar days of receiving written notice of such noncompliance. All obligations of
Licensee under this Section 5(H) shall be fulfilled at Licensee's sole expense.
I. As between the parties,Licensee shall be solely responsible for all patrolling, law enforcement,
security and other protective measures as may be necessary for the safe operation of the Multiple
Use Trail. Licensee shall cause its police force to respond to incidents occurring on the Multiple
Use Trail in a manner consistent with other locations within Licensee's jurisdiction.
ARTICLE 6. ACCESS TO RIGHT OF WAY FOR CONSTRUCTION, MAINTENANCE
AND OTHER WORK
A. Except in the event of an emergency (as provided in Section B below), Licensee shall request
permission from UTA at least ten days (or such shorter period as may be approved by UTA)prior
to performing any construction, installation, maintenance, repair, renewal, modification,
reconstruction, relocation and/or removal in or otherwise materially affecting the Right of Way.
Licensee's request to access the Right of Way shall be specific as to the time, date and activities
for which Licensee seeks permission. The request shall also include a summary of the method
and manner in which the construction, installation, maintenance, repair, renewal, modification,
reconstruction, relocation and/or removal will be performed. As part of the application process,
UTA may require Licensee (and its contractors or other agents seeking access to the Right of
Way) to attend any track access coordination meetings, safety training or other instruction as may
be deemed necessary by UTA. Once granted, UTA's permission to enter the Right of Way shall
be formalized in writing and delivered to Licensee. After permission has been granted, Licensee
shall comply with all conditions, instructions and requirements of such permit and with all
instructions or directions given by UTA including, if required, daily telephone notification to the
applicable rail dispatch center prior to each entry into the Right of Way. All contact with UTA
shall be coordinated through the person designated by UTA from time to time as set forth in
Article 20 of this Agreement. Provided that Licensee complies with the provisions of this
Section, UTA agrees not to unreasonably withhold, condition, or delay its approval of Licensee's
request.
B. Licensee shall have the right to enter the Right of Way in the event of an emergency to make
repairs necessary to protect against imminent and serious injury or damage to persons or property.
Licensee shall take all precautions necessary to ensure that such emergency entry does not
compromise the safety of any operations conducted in the Right of Way by UTA or Freight
Operator. Licensee must notify the Emergency Access Manager of the emergency access and the
work being performed prior to entering the Right of Way.
ARTICLE 7. PROTECTING RIGHT OF WAY DURING CONSTRUCTION AND OTHER
WORK
During any construction, installation, maintenance, repair, renewal, modification, reconstruction,
relocation and/or removal of or regarding the Multiple Use Trail, UTA and/or the Freight
46
Operator may, in the event they deem necessary, arrange for training, flagging, lighting, flashing
signal barricades or other protection as required by UTA, the Federal Railroad Administration or
other Governmental Authorities. Any such protection furnished by UTA and/or the Freight
Operator shall be at Licensee's sole cost and expense. UTA and/or Freight Operator may employ
and furnish, at the expense of Licensee, such flagmen and watchmen as may be reasonably
necessary to protect passenger or freight operations and traffic during the progress of the work
contemplated by this Agreement and during any work related to the Multiple Use Trail.
ARTICLE 8. IF WORK IS TO BE PERFORMED BY CONTRACTOR
If a contractor is to do any construction, installation, maintenance, repair, renewal, modification,
reconstruction, relocation and/or removal work regarding the Multiple Use Trail, then Licensee
shall require such contractor to execute UTA's Agreement With Contractor Form. Licensee
acknowledges receipt of a copy of the form and understands its terms, provisions and
requirements. Licensee shall inform its contractor or contractors of the requirement to execute
this form and deliver the same to UTA prior to entry upon or the performance of any work inside
the boundaries of the Right of Way or other UTA property. Under no circumstances shall
Licensee's contractor be allowed on the Right of Way without first executing and delivering to
UTA the Agreement With Contractor Form and providing the required proof of insurance.
ARTICLE 9. LICENSE FEE
UTA customarily assesses standard administrative fees reflecting the clerical,
administrative and handling expenses incurred in connection with the processing of this
Agreement and standard licensing fees for the use of its real estate. These fees have been
waived.
ARTICLE 10. RESTORATION OF UTA'S PROPERTY
A. In the event UTA authorizes Licensee to move or disturb any property of UTA (or
that of any third party having permissive or prescriptive authority to be located in the
Right of Way) in connection with the construction, installation, maintenance, repair,
renewal, modification, reconstruction, relocation and/or removal of or regarding the
Multiple Use Trail, Licensee shall, as soon as possible and at Licensee's sole cost and
expense, restore such property to the identical condition as the same was in before such
property was moved or disturbed.
B. Upon occasion of any damage or impairment to the Right of Way or other UTA
property as the result of the actions of Licensee or any agent of License, UTA may, in its
sole discretion, proceed with repair of such damage or impairment with notice to
Licensee. Licensee shall bear all reasonable costs and expenses incurred by UTA to
repair such damage or impainnent.
47
ARTICLE 11. SAFETY
In addition to the provisions set forth herein, UTA shall have the right in its sole discretion to
issue, and Licensee shall comply with, additional reasonable rules and regulations related to
safety.
A. Except as may be immediately required for(and only at the actual time of)performance of
any work contemplated under this Agreement,Licensee shall not place,permit to be placed,erect,
pile,store,stack,park,maintain or permit any line,building,platform,fence,gate,vehicle,car,
pole or other structure,obstruction or material of any kind on the Right of Way,and Licensee
shall not permit any of its contractors,subcontractors,agents or the public to do any of the above.
Licensee shall keep the Multiple Use Trail and the immediately surrounding area clean and neat
and free from combustible materials. Any equipment or material located on the Right of Way
during construction shall only be allowed if in full compliance with all clearance standards and
safety requirements of UTA and applicable Governmental Authorities.
B. Various Utilities and other crossings or encroachments exist on, over and under the
surface of the Right of Way. Licensee shall properly investigate and determine the
location of all Utilities and similar encroachments and shall not disturb or damage any
Utilities or similar encroachments unless otherwise permitted by UTA and the relevant
owner(s). In addition to the required investigation,Licensee shall have all Utilities in the
area of the Multiple Use Trail blue-staked and clearly marked prior to any construction
regarding the Multiple Use Trail. Licensee shall make arrangements for protection of all
Utilities and other encroachments and shall commence no work on the Right of Way until
all such protection has been accomplished.
C. Upon construction of the Multiple Use Trail,Licensee,at its sole cost and expense,will install
markers identifying the location of Utilities constructed under the surface of the Multiple Use
Trail. Licensee shall also install, at its sole cost and expense, such additional markers, signs,
barriers or other improvements, of whatever character or nature, which UTA or the Freight
Operator in their sole judgment may from time to time deem necessary or advisable in connection
with the construction or operation of the Multiple Use Trail. Licensee shall install or erect any
marker,sign or other improvement as may he required under this Section 11(C)within 30 days of
receiving written notice to such effect from UTA.
D. Licensee shall comply with, and shall require all contractors and all tiers of
subcontractors to comply with, all applicable requirements regarding the safety of
personnel and conservation of property in the Right of Way. The Licensee and all
contractors and all tiers of subcontractors shall adhere to the UTA Construction Safety
Manual as modified from time to time. In addition to other provisions set forth in the
UTA Construction Safety Manual, Licensee and its contractors and subcontractors shall
adhere to provisions regarding: (i) to the extent applicable, the procedures regarding
access to the Right of Way and work to be performed proximate to the 750 Volt
Overhead Contact System and underground return circuits; (ii) requirements that
construction-orange vests or similar clothing be worn by all personnel performing
construction, installation, maintenance, repair, renewal, modification, reconstruction,
relocation and/or removal work within the Right of Way, including retro-reflective
48
striping complying with appropriate ANSI or OSHA requirements for nighttime work;
and (iii) OSHA and EPA requirements regarding the handling of any Hazardous
Materials.
ARTICLE 12. INDEMNITY
A. As additional consideration for this Agreement, Licensee agrees to protect, defend,
release,indemnify and hold harmless UTA,and any affiliates,successors,contractors,officers,
directors,agents and employees of UTA(the"UTA Indemnitees")from and against any and all
Losses proximately caused by: (a)the prosecution of any construction,installation,maintenance,
repair, renewal, modification, reconstruction, relocation and/or removalwith respect to the
Multiple Use Trail in or materially affecting the Right of Way by Licensee or any employees,
principals, contractors or agents of Licensee; (b) negligence in the operation or use of the
Multiple Use Trail by Licensee or any employees,principals,contractors or agents of Licensee;
or(c)Licensee's breach of any provision of this Agreement.
B. Licensee acknowledges that the Right of Way is subject to prospective purchaser
agreements and covenants not to sue that UTA has entered with the Utah Department of
Environmental Quality and the United States Environmental Protection Agency. Pursuant to such
agreements,UTA is required to characterize any excavated soil that appears to contain(or has the
potential to contain)Hazardous Materials and to handle and dispose of such soil in compliance
with applicable state and federal laws. Under these agreements,UTA is not required to excavate
any soil except as required for its rail construction activities within its Right of Way.
Accordingly, any excavation contemplated in this Agreement exposes UTA to potential
environmental liability that would not otherwise be present. As consideration for the rights
granted to Licensee hereunder,Licensee agrees to assume all potential liability and responsibility
for, and to indemnify and hold UTA harmless with respect to, and Losses related to the
characterization and removal of any Hazardous Materials discovered during the performance of
any construction, installation, maintenance, repair, renewal, modification, reconstruction,
relocation and/or removal pursuant to this Agreement. Licensee agrees to perform any such
characterization and removal in full compliance with all applicable state and federal
environmental laws.
C. Except to the extent that UTA's negligence was a contributing factor to losses incurred
by Licensee,Licensee hereby releases UTA from,and agrees not to seek recourse against UTA
with respect to,any claims,damages,fees,expenses or other losses proximately caused by third
parties including,without limitation,third parties having licenses or other interests in the Right of
Way.
D. The provisions of this Article shall survive the termination of this Agreement.
ARTICLE I3. INSURANCE
Licensee shall, at its sole cost and expense, obtain (and cause any contractors it
employs to obtain)the insurance described in Exhibit"B"(Exhibit"B"is attached hereto
and hereby incorporated into and made a part of this Agreement by reference). Licensee
will also provide(and cause any contractors it employs to provide)to UTA a Certificate of
49
Insurance, identifying UTA Contract Number , issued by its insurance carrier
confirming the existence of such insurance.
ARTICLE 14. CLAIMS AND LIENS FOR LABOR AND MATERIALS;TAXES
A. Licensee shall fully pay for all materials joined or affixed to the Right of Way in connection
with the Multiple Use Trail,and for all labor performed with respect to the Multiple Use Trail.
Licensee shall not permit or suffer any mechanic's or materialman's lien of any kind or nature to
be enforced against the Right of Way for any work done or materials furnished thereon at the
instance or request or on behalf of Licensee.
B. Licensee shall promptly pay or discharge all taxes, charges and assessments assessed or
levied upon, in respect to, or on account of the Multiple Use'frail to prevent the same from
becoming a charge or lien upon the Right of Way and so that any taxes,charges and assessments
levied upon or with respect to such property shall not be increased because of the Multiple Use
Trail or any improvements,appliances,or fixtures connected therewith.
ARTICLE 15. TERMINATION
A. UTA may forthwith terminate this Agreement and all rights of Licensee and all others
hereunder if: (1)Licensee affirmatively abandons the Multiple Use Trail or ceases to use the
Multiple Use Trail in an active and substantial way for any continuous period of twenty-four
months; or (2) Licensee continues in default in the performance of any covenant, term or
condition contained in this Agreement for a period of 45 days after written notice from UTA to
Licensee specifying such default unless Licensee is diligently proceeding to cure any noticed
default and such default requires additional time to effect;provided that if a default by Licensee is
deemed by UTA to be dangerous or hazardous,UTA may immediately suspend its performance
under this Agreement during the 45-day default cure period and terminate this Agreement at the
end of such period if there is no cure.
B. Termination of this Agreement for any reason shall not affect any of the rights or
obligations of the parties hereto which may have accrued hereunder,or liabilities, accrued or
otherwise,which may have arisen hereunder prior thereto.
ARTICLE 16. SURRENDER UPON TERMINATION
Upon termination of this Agreement howsoever, Licensee shall, at Licensee's sole cost and
expense, remove the Multiple Use Trail from the Right of Way and shall restore, to the
satisfaction of UTA,all portions of the Right of Way subject to the License to at least as good a
condition as such were in at the time that Licensee first entered the Right of Way. If Licensee
fails to do the foregoing within a reasonable time,UTA may,at its option,perform such removal
and restoration work at the expense of Licensee. Licensee shall reimburse UTA for the costs
incurred in any restoration or removal work performed under this Article within 30 days after
receipt of the bill therefore. In the event UTA removes the Multiple Use Trail pursuant to this
Article,UTA shall in no manner be liable to the Licensee for any damage sustained by Licensee
for or on account thereof, and such removal and restoration shall in no manner prejudice or
impair any other right of action,including the recovery of damages,that UTA may have against
the Licensee. The provisions of this Article shall survive the termination of this Agreement.
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ARTICLE 17. AGREEMENT NOT TO BE ASSIGNED
Licensee shall not assign this Agreement, in whole or in part, or any rights herein granted,
without the written consent of UTA,and it is agreed that any transfer or assignment or attempted
transfer or assignment of this Agreement or any of the rights herein granted,whether voluntary,
by operation of law,or otherwise,without such consent in writing,shall be absolutely void and,at
the option of UTA,shall terminate this Agreement.
ARTICLE 18. SUCCESSORS AND ASSIGNS
Subject to the provisions of the previous Article hereof,this Agreement shall be binding upon and
inure to the benefit of the parties hereto, their heirs,executors, administrators,successors and
assigns.
ARTICLE 19. SEVERABILITY
This Agreement is executed by the parties under current interpretation of any and all
applicable federal, state, county, municipal, or other local statutes, ordinances,or laws.
Furthermore, each and every separate division hereof shall have independent and
severable status from each other division, or combination thereof, for the determination
of legality, so that if any separate division herein is determined to be unconstitutional,
illegal,violative of trade or commence,in contravention of public policy,void,invalid or
unenforceable for any reason,that separate division shall be treated as a nullity but such
holding or determination shall have no effect upon the validity or enforceability of each
and every other division,or other combination thereof.
ARTICLE 20. NOTICES
Except where other forms of notice are specifically provided under the provisions of this Agreement,
all notices,requests,demands and other communications hereunder shall be in writing and shall be
deemed given if personally delivered or mailed,certified mail,return receipt requested,or sent by
overnight carrier to the addresses set forth herein. Addresses for notice may be changed by giving
ten(10)days written notice of the change in the manner set forth herein.
In the case of a notice or communication to UTA:
Attention: Utah Transit Authority
Property Administrator
P.O.Box 30810
Salt Lake City,Utah 84130-0810
With Copy to: Utah Transit Authority
General Counsel's Office
P.O.Box 30810
Salt Lake City,Utah 84130-0810.
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In the case of a notice or communication to Licensee:
Attention:
With Copy to:
Or addressed in such other way with respect to any party as that party may, from time to time,
designate in writing dispatched as provided in this Article. All notices,demands,requests, or
other communications under this Agreement shall be deemed properly served and to have been
duly given: (i)on the date of delivery, if delivered personally on the party to whom notice is
given; or(ii)on receipt, if mailed to the party to whom notice is to be given by registered or
certified mail,return receipt requested,postage prepaid and properly addressed.
ARTICLE 21. NO IMPLIED WAIVER.
The waiver by UTA of Licensee's breach of any condition,covenant or agreement herein contained
shall not impair any future ability of UTA to avail itself of any remedy or right set forth in this
Agreement. Neither the right of supervision by UTA,nor the exercise or failure to exercise such
right,nor the approval or failure to disapprove,nor the election by UTA to repair or reconstruct all or
any part of the work contemplated by this Agreement shall be deemed a waiver of any of the
obligations of Licensee contained or set forth in this Agreement.
ARTICLE 22. ENTIRE AGREEMENT—COUNTERPARTS
tation
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed in
duplicate as of the date first herein written.
UTAH TRANSIT AUTHORITY
Reviewed and Approved as to Form for UTA
By:
UTA Engineering
By:
UTA Legal
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LICENSEE
By:
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EXHIBIT"A"
DESIGN PLANS
[Insert engineering drawings showing the proposed crossing including proposed construction
methods,shoring and cribbing requirements and milepost location]
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EXHIBIT"B"
INSURANCE REQUIREMENTS
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 policy providing coverage for death, personal injury and
property damage with a combined single limit of at least$2 million each occurrence or
claim and an aggregate limit of at least$4 million. The policy shall contain broad form
contractual liability insurance covering the indemnity obligations assumed by Licensee in
the Agreement. Exclusions for railroads(except where the Multiple Use Trail is in all
places more than 50 feet from any railroad tracks,bridges,trestles,roadbeds,terminals,
underpasses or crossings), and explosion, collapse and underground hazard shall be
removed. Coverage provided on a"claims made"form shall provide for at least a two-
year extended reporting and discovery period if(a)the coverage changes from a claims
made form to an occurrence form,(b)there is a lapse/cancellation of coverage,or(c)the
succeeding claims made policy retroactive date is different for the expiring policy.
B. Automobile liability insurance providing bodily injury,property damage and uninsured
vehicles coverage with a combined single limit of at least$2 million each occurrence or
claim. This insurance shall cover all motor vehicles including hired and non-owned,and
mobile equipment if excluded from coverage under the commercial general liability
insurance.
C. Worker's compensation and employer's liability insurance covering Licensee's statutory
liability under the laws of the State of Utah. If Licensee is self-insured,evidence of State
approval must be provided.
Licensee and their insurers shall endorse the required insurance policy(ies)to waive their right of
subrogation against UTA. Licensee's insurance shall be primary with respect to any insurance
carried by UTA.Licensee's policy(ies)shall contain a provision that the insurance company will
furnish UTA 30 days'advance written notice of any cancellation or lapse,or the effective date of
any reduction in the amount or scope of coverage.
The required insurance policy(ies) shall be written by a reputable insurance company with a
current AM Best's Insurance Guide Rate of A better,or as may otherwise be acceptable to UTA.
Such insurance company shall be authorized to transact business in the State of Utah.
The fact that 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
Agreement. Damages recoverable by UTA shall not be limited by the amount of the required
insurance coverage.
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EXHIBIT I
SUMMARY OF TERMS FOR ECO PASS PROPOSAL BETWEEN SALT LAKE
CITY CORPORATION AND UTAH TRANSIT AUTHORITY
A. UTA will issue to SLC 468"A"level passes for use at the following business
locations:
1. 349 South 20 East
2. 451 S.State Street(City Administration)
3. 315 E.200 South(Public Safety)
4. 300 West 850 South(Public Services,Streets)
B. UTA will issue to SLC 560"D"level passes for use at the following business
locations:
1. Salt Lake City International Airport
2. 1530 South Jefferson(Public Utilities,Shops)
3. 200"N"Street(Cemetery)
4. 1965 W.500 South(Public Services,Parks)
5. 1040 W.700 South(Police,Pioneer)
C. Each Pass issued under this proposal will be recognized as valid payment of fare
for Local Transit Routes.Local Transit Routes means routes operated by UTA that offer
standard public transit service making frequent tops along designated streets or highways.
UTA premium express routes between Ogden,Salt Lake and Provo and worker service
routes are considered Local Transit Routes.The term Local Transit Routes does not
include ski service routes,ADA Paratransit service,or Flextrans service,nor does it
include Commuter service or Express services which UTA expects to introduce in 2008.
In addition,UTA reserves the right to assess a separate,additional,per-trip diesel fuel
surcharge as approved and adopted by the UTA Board of Trustees.
D. This agreement will be effective from January 1,2007 through December 31,
2009. UTA will issue 12 month,annual passes and will issue new passes each year with
a new agreement reflecting these terns. (UTA does not want 36 month passes in the
system.)
Except as expressly modified above,all other terms and conditions of the January 1,2007
Eco Pass Agreement between the parties shall apply.
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