Res 1619 -Union Pacific RR prop
COUNCIL BILL NO. 2296
RESOLUTION NO. 1619
A RESOLUTION ENTERING INTO AN AGREEMENT FOR LEASE OF PREMISES FOR
HIGHWAY PURPOSES FOR PROPERTY IN THE CITY OF WOODBURN WITH UNION
PACIFIC RAILROAD COMPANY AND AUTHORIZING THE MAYOR TO SIGN SUCH
AGREEMENT.
WHEREAS, The City of Woodburn desires to make street improvements to South Front
Street in the City, and
WHEREAS, The Union Pacific Railroad Company owns property on which a portion
of the proposed street improvements will be constructed, and
WHEREAS, The City and Union Pacific Railroad Company have agreed to a lease
agreement for the property that is required for the desired street improvements, and
WHEREAS, The City must complete an agreement for lease of premises for highway
purposes with the Union Pacific Railroad Company to utilize the property for the desired street
improvements to South Front Street; NOW THEREFORE
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. That the City of Woodburn enter into an agreement, which is affixed as
Attachment "A" and by this reference incorporated herein, for lease of property in the City of
Woodburn with the Union Pacific Railroad Company.
Section 2. That the Mayor of the City of Woodburn is authorized to sign said agreement
on behalf of the City.
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COUNCIL BILL NO. 2296
RESOLUTION NO. 1619
Approved as to formfl.~~
City Attorney
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Date
APPROVED:
Passed by the Council
Submitted to the Mayor
Approved by the Mayor
Filed in the Office of the Recorder
March 12, 2001
March 13, 2001
March 13, 2001
t~arch 13, 2001
ATTEST: /J1 /J<~ 1~ ~
~nt, Recorder
City of Woodburn, Oregon
Page 2 - COUNCIL BILL NO. 2296
RESOLUTION NO. 1619
Lease of Premises
for Highway Purposes
at Milepost 734.94
Folder: 01885-31
Audit No: 217659
THIS AGREEMENT, made and entered into as of the _ day of , 200 I,
by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (hereinafter the
"Lessor"), and WOODBURN CITY OF, to be addressed at 270 Montgomery Street, Woodburn, Oregon
97071 (hereinafter the "Lessee").
WITNESSETH:
IT IS MUTUALLY COVENANTED AND AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:
Section I.
LEASE; TERM.
The Lessor hereby leases to the Lessee for a term of twenty (20) years effective as of the date
first herein written, unless sooner terminated in accordance with the terms hereof, the premises
(hereinafter "Leased Premises") shown on the legal description dated February 27, 200 I, marked Exhibit
"A", hereto attached.
Section 2.
CONSIDERA nON
As reasonable consideration for this Lease, Tenant agrees to lease to Landlord, for
communication purposes, on the City of Woodburn owned water tower, Marion County, Oregon, The
lease of thee premises for communication purposes shall be memorialized by the parties in a separate
Lease of Premises for the operation, maintance, and repair of antenna facilities; antenna pole, antennas,
coax, electronic equipment and equipment cabinet(s) or vault(s) and related improvements and/or to
replace antennas (with antennas of equal or smaller size) or electronics within equipment cabinets or
vaults. Thise document shall be executed in a form acceptable to both parties by May I, 200 I.
Section 3.
TAXES; ASSESSMENTS; CONSTRUCTION; LIABILITY.
The Lessee also agrees to assume all taxes and assessments levied upon the Leased Premises
during the continuance of this Lease, not including taxes or assessments levied against the Leased
Premises as a component part of the railroad property of the Lessor in the state as a whole; to construct
and maintain the highway on the Leased Premises in accordance with plans and profiles submitted to and
approved by the Chief Engineer of the Lessor before the work is commenced; to keep the Leased
Premises free from combustible material; to plant no trees or shrubbery thereon without the previous
written consent of the Lessor, and to erect no structures thereon except such as may be necessary for
highway purposes; to put nothing upon the Leased Premises which might obstruct or interfere with the
view; to provide, in locations and in accordance with plans approved by the Lessor before the work is
commenced, such ditches, culverts, bridges and other structures as may be necessary to properly care for
the drainage from the Leased Premises and the adjoining right of way of the Lessor; and to hold the
Lessor harmless from any and all damages to any of such structures on the Leased Premises arising from
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Lease of Premises
For Highway Purposes
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February 27. 2001
ATTACHfENT
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fire caused directly or indirectly by sparks or fire emitted from the engines or trains of the Lessor; and
further to hold the Lessor harmless from any damages to the highway upon the Leased Premises which
may result from the construction or maintenance of drainage ditches or waterways by the Lessor.
The Lessee shall, in the construction, maintenance and improvement of the highway on the
Leased Premises, take every precaution to prevent damage to, or the impairment of the stability of, the
poles in any pole line of the Lessor or of its tenants; and the Lessee shall, at its own expense, reset or
relocate, at and under the direction of the Lessor any pole or poles that are, or are likely to be, damaged
or weakened because of the construction of such highway or the maintenance or improvement of the
same, or shall reimburse the Lessor for the cost of resetting or relocating any such pole or poles if the
Lessor elects to do the work itself.
Section 4,
COST OF CHANGES.
In connection with the construction of the highway on the Leased Premises the Lessee shall
assume the cost of any necessary changes within the limits of the right of way of the Lessor in the
construction, grade or drainage of highways or other roadways crossing the Lessor's right of way.
Section 5,
REPOSSESSION FOR RAILROAD PURPOSES; SUBJECT TO MINERAL DEED
DATED AS OF APRIL 1, 1971.
The Lessor reserves the right to take possession of all or any portion of the Leased Premises
whenever the use thereof may become necessary or expedient, in the judgment of the Lessor, for railroad
purposes, including the location of public or private warehouses, elevators, or other structures with the
design to facilitate and promote traffic; PROVIDED, however, that in the event the Lessor elects to take
possession of all or any portion of the Leased Premises in accordance with this reservation, it shall first
serve upon the Lessee ninety (90) days' written notice of such election.
This Lease is made subject to deed dated as of Apri I I, 1971, whereby Lessor conveyed to Union
Pacific Land Resources Corporation all minerals and mineral rights of every kind and character now
known to exist or hereafter discovered, including, without limiting the generality of the foregoing, oil and
gas and rights thereto, together with the sole, exclusive and perpetual right to explore for, remove and
dispose of, such minerals by any means or methods suitable to Union Pacific Land Resources
Corporation, its successors and assigns, but without entering upon or using the surface of the lands
hereby leased, and in such manner as not to damage the surface of such lands or to interfere with the use
thereof by the Lessor, its successors and assigns.
Section 6,
RESERV A TION OF RIGHT TO CROSS LEASED PREMISES WITH RAILROAD
TRACKS.
The Lessor reserves the right to cross the Leased Premises with such railroad tracks as may be
required for its convenience or purposes in such manner as not unreasonably to interfere with their use as
a public highway. In the event the Lessor shall place tracks upon the Leased Premises in accordance with
this reservation, it shall, upon completion of such tracks, restore the highway across the same to its
former state of usefulness.
Section 7.
USE OF LEASED PREMISES.
The Lessee shall not use the Leased Premises or permit them to be used except for the usual
ordinary purposes of a street or highway, and it is expressly understood and agreed that such purposes
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Lease of Premises
For Highway Purposes
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February 27. 2001
shall not be deemed to include the use by the Lessee, or by others, of the Leased Premises for railroad,
street or interurban railway or other rail transportation purposes or for the construction or maintenance of
electric power transmission lines, gas, oil or gasoline pipelines,
Section 8.
SUPERIOR RIGHTS,
This Lease is subject to all outstanding superior rights (including those in favor of licensees and
lessees of the Lessor's property, and others) and to the right of the Lessor to renew and extend the same;
and it is understood that nothing in this Lease contained shall be construed as a covenant to put the
Lessee into possession or to protect the Lessee in the peaceable possession of such premises.
Section 9,
SPECIAL ASSESSMENTS.
No special assessments for establishing or Improving the highway located upon the Leased
Premises are to be made against the adjacent railroad right of way of the Lessor, and the Lessee agrees to
protect the Lessor against and save it harmless from such special assessments.
Section 10.
CONSTRUCTION, MAINTENANCE AND RELOCATION OF FENCES AND
BARRIERS.
The Lessee agrees that, at points where the Lessor at the date hereof maintains a fence on its right
of way between its track and the inner margin of the Leased Premises, the Lessee will, at its own cost and
expense, move such fence to the inner margin of the Leased Premises, and that, at points where the
Lessor does not maintain a fence in such location. the Lessee will construct a fence on the inner margin of
the Leased Premises when and where requested in writing by the Lessor. The Lessee further agrees to
assume the responsibility of constructing or of making such arrangements as may be necessary with
owners or lessees of property abutting upon the right of way along the line of such highway for
constructing, maintaining and repair fences on the outer margin of the Lessor's right of way, and to
relieve the Lessor of all obligation, if any there be, to establish or maintain fences upon the outer margin
of its right of way and of all expense incident to the construction, maintenance and repair of such fences.
In the relocation of existing fences and in the construction of new fences in accordance with the
provisions of this section, the Lessee shall, at its own cost and expense, also relocate or construct such
wing fences that may be necessary and also any necessary connections with existing fences of the Lessor.
All fences shall be in accordance with the standards of the Lessor and all work of relocating and
constructing fences shall be done in a manner satisfactory to the Lessor.
At points where the highway is higher than or on the same level as or less than two (2) feet below
the level of tracks of the Lessor and forms a curve convex to such tracks, the Lessee, at its expense, shall
construct and thereafter maintain substantial barriers on the track side of the highway so as to prevent
vehicles moving from such highway or being overturned or thrown therefrom across the roadbed or
tracks of the Lessor, and such barriers shall be of such nature, material, dimensions and strength as shall
be approved by the Chief Engineer of the Lessor.
Section II.
PROTECTION OF REVERSIONARY INTERESTS.
For the purpose of protecting the reversionary interests of the Lessor against the assertion of
adverse rights, the Lessee agrees to prevent encroachments upon the Leased Premises, and to this end
will, at its own expense, take all necessary action, including as far as practicable the building of its
ditches on and the borrowing of earth from the outer margin of the Leased Prem ises.
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ATTACtIMENT -d-.
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Lease of Premises
For Highway Purposes
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February 27. 2001
Section 12,
TERMINATION ON DEFAULT.
If the Lessee should breach or fail to keep any of the covenants or conditions hereof, or fail to
perform such covenants or conditions, or to remedy the same for thirty (30) days after written notice of
such failure or breach on the part of the Lessee, given by the Lessor to the Lessee, then this Lease shall
be null and void.
Section 13.
TERMINATION ON NONUSER.
Nonuser by the Lessee of the Leased Premises for highway purposes continuing at any time
during the term hereof for a period of eighteen (18) months shall, at the option of the Lessor, work a
termination of this Lease and of all rights of the Lessee hereunder, and nonuser by the Lessee of a portion
of the Leased Premises continuing for a like period shall, at the option of the Lessor, work a termination
of all rights and interests of the Lessee with respect to such portion,
Section 14,
RAILROAD PROTECTIVE LIABILITY INSURANCE,
The Lessee agrees that any contractor performing work contemplated hereunder shall be required
to procure for and on behalf of the Lessor and to keep in effect, during the entire period of the operations
of such contractor or any subcontractor, insurance of the kinds and amounts stated in the Railroad
Protective Liability Form, marked Exhibit B, attached hereto, such insurance to be acceptable to the
Lessor and to be in addition to any other forms of insurance or bonds required under the terms of any
contracts between the Lessee and such contractor or subcontractors.
The originals of all policies of insurance required under Exhibit B shall be furnished to the Lessor
and shall be acceptable to and approved by the Lessor as to form, substance and execution and as to the
insurer issuing such policy or policies. Such insurance shall be kept in effect until all of the work to be
performed by such contractor or subcontractors shall have been completed and formally accepted by the
Lessee.
Section 15,
PROTECTION OF FIBER OPTICS,
Fiber optic cable systems may be buried on the Lessor's property. Lessee shall telephone the
Lessor at 1-800-336-9193 (a 24-hour number) to determine if fiber optic cable is buried anywhere on the
Leased Premises, If it is, Lessee will telephone the telecommunicationscompany(ies) involved, arrange
for a cable locator, and make arrangements for relocation or other protection of the fiber optic cable prior
to beginning any work on the Leased Premises.
In addition to the liability terms elsewhere in this Lease, the Lessee shall indemnify and hold the
Lessor harmless against and from all cost, liability, and expense whatsoever (including, without
limitation, attorneys' fees and court costs and expenses) arising out of or in any way contributed to by
any act or omission of the Lessee, its contractor, agents and/or employees, that causes or in any way or
degree contributed to (a) any damage to or destruction of any telecommunications system by the Lessee,
and/or its contractor, agents and/or employees, on Lessor's property, (b) any injury to or death of any
person employed by or on behalf of any telecommunications company, and/or its contractor, agents
and/or employees, on Lessor's property, and/or (c) any claim or cause of action for alleged loss of profits
or revenue by, or loss of service by a customer or user of, such telecommunication company(ies).
Section 16.
LESSEE NOT TO ASSIGN OR SUBLET.
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Lease of Premises
For Highway Purposes
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February 27, 200 I
This Lease is not to be assigned, nor is any portion of the Leased Premises to be sublet, without
the written consent of the Lessor. The Lessee will surrender peaceable possession of the Leased
Prem ises at the expiration of this Lease.
Section 17.
SUCCESSORS AND ASSIGNS.
All covenants and agreements herein recited are made by the parties hereto for, and shall be
binding upon, themselves and for their successors and assigns,
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in
duplicate as of the date first herein written,
UNION PACIFIC RAILROAD COMPANY
CITY OF WOODBURN
By:
Manager - Real Estate
By:
Title:
NOTE:
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ATTA~ENT
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A
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Lease of Premises
For Highway Purposes
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February 27. 2001
NOTE: BEFORE YOU BEGIN ANY WORK, SEE
AGREEMENT FOR FIBER OPTIC PROVISION.
EXHIBIT "A"
UNION PACIFIC RAILROAD COMPANY
WOODBURN, OR
M.P. 734.940 - Brooklyn Subdivision Subdivision
Lease to WOODBURN CITY OF
SCALE: I" = 000'
REAL ESTATE DEPARTMENT
OMAHA, NE Date: February 27, 200 I
Folder: 01885-31
* LEGEND*
Lease Area Shown ,.....,....,.....,.................,.......,.......Dot Screen
(RR)RIW Outlined ...............'.....'................'..,........_ _ __
NOTE: BEFORE YOU BEGIN ANY WORK, SEE
AGREEMENT FOR FIBER OPTIC PROVISION.
EXHIBIT "A"
UNION PACIFIC RAILROAD COMPANY
WOODBURN, OR
M.P. 734.940 - Brooklyn Subdivision Subdivision
Lease to WOODBURN CITY OF
SCALE: I" = 000'
REAL ESTATE DEPARTMENT
OMAHA, NE Date: February 27, 2001
Folder: 01885-31
* LEGEND*
Lease Area Shown ........................................................
(RR)R/W Outlined .............'...................................,_ _ __
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ATTACtiMENT "3
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EXBIBIT A
DESCRIPTION OF LEASED PREMISES
RIGHT-OF-WAYIUTILITY EASEMENT
The leased premises constitute a strip of land, being 5.00 feet in width, lying
Southeasterly of, adjacent to, and parallel to the Southeasterly right-of-way line of South
Front Street, beginning at the South right-of-way line of East Cleveland Street and
running Southwesterly 2,825 feet more or less to the Easterly line of South Settlemier
A venue.
Lease Area = 14,113.44 Square Feet (0.324 acre)
Written by JRR
February 27, 2001
ATTACtUJlENT A
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[XHIBI r B-1
PublIc ROdd
Insurance Requirements
Political Body and/or its Contractor/Subcontractor shal I, at its own and/or its
Contractor's/Subcontractor's sole cost and e~pense, procure the fOI lowing kinds of insurance and
pr01lltly pay when due all premiLfTlS for that insurance. If it.so elects, Railroad shall have the right
to obtain suCh insurance and Pol itical Body shall prOOl)tly rellTt>urse Railroad for that e~pense. The
fol lowing insurance shall be kept in force during the life of thiS Agreement.
General Public liability insurance providing bodily injury, inCluding death, personal injury
and property damage coverage with,a combined single limIt of at, least $2,000,000 each occurrence or
Claim and a general a9g~egate 11"!llt of a! leas! $4,0001000. ThIS Insurance ~ha" prOVide Broad
Form Contractual Liability covering the Indemnity provISions contained In thiS Agreement,
Underground Hazard, Broad ~o~m Pro~rty Damage, a waiver,of governmental, i~nity (ISO Form Gl 24
14 or equivalent), severabl 'Ity of Interests and name Railroad as an additional Insured With
respect to all liabilities arising out of POlitical Body's obi igation to Rai I road in the
Agreement. If coverage is purchaSed on a "claims made" basis it shall provide for at least a three
(3) year e~tended reporting or discovery periOd, which shat I be Invoked should insurance covering
the time period of this Agreement be cancel led.
Automobile Public Liabil ity insurance providing bodily injury and property damage with a
cootlined single limit of at least $2,000,000 each occurrence or claim. ThIS insurance shall
provide contractual liability by endorsement ISC Form CA 00 25 or equivalent covering all motor
vehicles including hired and non-owned, mobile equipment to the e~tent it may be excluded from
general liability ins~ra~c~,.sever~b!llty of jnter~sts and na~ Rai!roa~ as an a~djtion~1 insured
with respect to all 'labilities arisIng out of Political Body s oblIgation to RallrOdd In the
Agreement.
Worker's Compensation insurance covering the statutory I iabilitr as detennined by the
compensation laws of the state(s) affected by this Agreement and E11l> oyers' liability with a limit
of at least $1,000.000. Also ~ompliance with all laws of states which require participation in
their state workers' compensation fund.
Railroad Protective Liabi lity insurance naming Rai I road as insured with a combined single
I imit of $2,000,000 per occurrence with a $6,000,00 aggregate. The pol icy fonn shall be
AAR-AASHTO with broad form coverage for "Physical Damage to Property" (ISO Form Gl 00 30) or as
revised ISO-RIMA (Form CG 00 35) and include pollution arising out of fuels and lubricants brought
to the job site (ISO Form CG 2831 or equivalent). If the lloyd's London POlicl form is used,
I imits shall be $3,090,000 per ?ccurrence with a $9,000,000 aggresate and the xtended Claims Made
Date shall be determined by addIng the length of the original POliCY periOd plus one year to the
policy e}{piration date.
The Political Body and/or, its Contractor/Subcontractor hereby waives its right of subrogation,
as respects the abOve Insurance pollcy(tes). against RallrOdd for payr;ents made to or on behalf of
employees of Pol itical Body or i!S agenfS and for loss of its owned or leaSed property or property under
its care, custody and control whl Ie on or near Railroad's right-of-way or other real property.
POlitical Body:s and/or. it Contractor's/Subcontractor'S insurance shal I be primary with respect to any
Insurance carried by RaIlroad.
Political Body and/or its Contractor/Subcontractor shall furnish to Rai I road certificate(s) of
in~u~ance evidencing the reQ~i~ed coverase and endorsement(s) a~d upon request ~ certified duplicate
or!glnat ?f any?f those pollcle~. The Ins,!rance c~ny(,es) Issuing such pollcy(ies) shall notify
Rat I~oad In ~rltl~g.of any materia! alteratl~n InCluding any c~a~ge In the retroactive date in any
ftclalms-1f\:]de polICIes or substantial reduction of aggregate limIts, if such limits apply or
cancellation thereof at least thirty (30) days prior thereto. '
The insurance policy(ies) shall be written by a reputable insurance ~ompany or companies
accep!abfe to Railroad or with a curre~t Best's Insurance GUide Rating of B and Class VII or better.
Such Insurance company shall be authorized to transact bUSiness In the state(s) affected by this
Agreerrent.
Exhibi t 8-1
Pa~e I of I
06700
A
ATTACtiUENT u
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