HomeMy WebLinkAbout1708 Agreement with The City of Parkville and Platte County for Maintenance of the Missouri Riverfront Trail BILL NO. 2020-006 ORDINANCE NO. i 0 Y
AN ORDINANCE APPROVING A CONSTRUCTION, MAINTENANCE AND USE
AGREEMENT WITH THE CITY OF PARKVILLE AND PLATTE COUNTY FOR THE
MAINTENANCE OF THE MISSOURI RIVERFRONT TRAIL
WHEREAS, the City; desires to enter into an agreement with the City of Parkville and
Platte County for the purpose of continuing maintenance of the Missouri Riverfront Trail that will
complete a continuous trail from Riverside to Parkville along the Missouri River; and
WHEREAS, once the trail construction is complete, Riverside and Parkville will be
responsible for the maintenance of the portions of trail that are located within their respective city
limits.
I
i
NOW, THEREFORE,' BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI AS FOLLOWS:
SECTION 1 —APPROVAL!OF AGREEMENT. That the Riverside Board of Aldermen hereby
approves the Missouri Riverfront Trail Construction, Maintenance and Use Agreement, in
substantially the form attached hereto, by and between the City of Riverside, City of Parkville, and
Platte County. The Mayor is authorized to execute the Agreement on the City's behalf.
SECTION 2—GRANT OF FURTHER AUTHORITY. That the Mayor,the City Administrator,
and other appropriate City officials are hereby authorized to take any and all actions as may be
deemed necessary or convenient to carry out and comply with the intent of this Ordinance and to
execute and deliver for"and ori behalf of the City all certificates, instruments, agreements and other
documents, as may be necessary or convenient to perform all matters herein authorized.
SECTION 3 — EFFECTIVE DATE. That this Ordinance shall be in full force and effect from
and after its passage and approval.
BE IT REMBERED that the above was read two times by heading only, PASSED AND
APPROVED by a majority of the Board of Aldermen and APPROVED by the Mayor of the
City of Riverside this. 3=0 day of M ct A J, , 2020.
Mayor Kathleen L. Rose
o
'P2..&bin Kincaid; CityJClerk
MISSOURI RIVERFRONT TRAIL
CONSTRUCTION, MAINTENANCE & USE AGREEMENT
THIS AGREEMENT is made and entered into this day of ,
by and between the City of Riverside, Missouri, a fourth-class city ("Riverside"), the City of
Parkville, Missouri, a fourth-class city ("Parkville") and Platte County, Missouri, a first-class
county ("County"), collectively known as the parties to this Agreement("Parties").
WHEREAS, municipalities, counties and other entities in the Kansas City metropolitan
area are engaged in efforts to establish a recreational trail along the-Missouri River and running
through multiple areas governed by multiple local governments, and
WHEREAS,The Parties have all deemed it a high priority to develop recreational facilities
to meet the needs of city and county residents, and
WHEREAS, The Parties in cooperation with other entities, are engaged in the planning of
a pedestrian and bicycling shared use path known as the Missouri Riverfront Trail, Riverside
Parkville Connector Project (the"Project"),
WHEREAS, the proposal for the Project includes the planning, engineering, construction
and maintenance of the pedestrian and bicycling shared use path on lands and easements/permits
acquired by the Parties, and
WHEREAS, The Parties desire to enter into this Agreement to address the duties and
responsibilities of the Parties hereto with regard to the construction, operation and maintenance of
the Project,
IN CONSIDERATION OF the mutual promises, covenants, and agreements herein
contained, the adequacy and sufficiency of which are hereby acknowledged, the parties do
mutually promise, covenant and agree to the following:
1. Term. This Agreement shall remain in effect until amended or terminated by written
consent of the Parties. The Agreement may be amended at any time by mutual written
agreement of the Parties, including amendments for future extensions of the Missouri
Riverfront Trail by mutual written agreement of the County and respective city for which
future extensions may be agreed upon.
The Agreement may be terminated by any of the Parties by giving the other parties no less
than twelve (12) months written notice of intent to terminate the Agreement.
2. Project Purpose and Scope. The purpose of the Missouri Riverfront Trail, Riverside
Parkville Connector Project is to develop a pedestrian and bicycling shared use path for
public recreational and alternative transportation use. Project shall connect the existing
sections of the Missouri Riverfront Trail in Riverside and Parkville's English Landing Park.
The scope of the Project shall include the development of a paved trail and related
improvements as generally described on Exhibit 1, Project Locator Map, and as required
through Parties Easement Agreement, Exhibit 2, attached hereto and any other Project
related improvements as agreed upon by the Parties. The Project may be built in phases
upon lands and easements/permits currently owned and or controlled by the Parties or
additional lands or easements/permits acquired by the Parties for the purpose of Project.
3. Project Planning and Engineering. The Parties shall cooperate with respect to the
planning and engineering of the Project. Preliminary designs, final designs, construction
documents, and as-built documents shall be created for the Project. Riverside, Parkville,
and County shall each individually review and approve all final design and construction
documents before Project construction may begin.
County shall be responsible for all costs related to Project planning and engineering.
4. Project Development and Construction. After approval of the final design and
construction documents for the Project, the County shall be responsible for advertising the
Project for public bid and awarding the contract for construction to the lowest and best
bidder in the sole discretion of the County. County shall be responsible for all construction
costs associated with the Project, and shall establish itself as the contact agency for all
construction service providers, including engineers and contractors under Section 3 above.
Parties acknowledge that Riverside has received grant funding for Project construction
through the Land and Water Conservation Fund and the Missouri Department of Natural
Resources. Riverside shall fulfill all grant requirements, in cooperation with the Parties,
and reimburse County for construction costs up to the amount of the awarded grant funds
(Seventy-Five Thousand Dollars).
Parties shall cooperate with respect to all permitting required for the Project.
County shall ensure that Project construction is properly inspected and materials tested for
compliance with approved Project design and construction specifications. Riverside and
Parkville officials shall have access to Project site at -all times to review and inspect
construction progress.
Upon notice of completion by contractor that all required work has been completed, Parties
shall perform a final inspection of the Project. All Parties shall individually review and
approve final construction of the built Project before Project may be opened to the public
for use.
After initial Project construction, any significant modification or addition to Project or trail
easement/permit area must be mutually approved by the Parties.
2
5. Project Operation and Maintenance. Upon acceptance of the built Project Parties shall
share responsibilities for operation and ongoing maintenance of the Project as follows:
(a) Operations, Maintenance, and Programming. Riverside and Parkville shall be
responsible for all operation and maintenance of the Project within their respective
city limits. Cities shall ensure that all invoices, bills or other demands for payment
related to operation and maintenance are addressed to the cities at their respective
main offices. Such operation and maintenance under this Section shall consist of
any necessary activity to ensure an aesthetically pleasing, safe and secure
environment for trail users including the following:
(i) Grounds maintenance, mowing and vegetation control: Grass and other
vegetation within the easement/permit area shall be mowed and trimmed
on a regular basis, consistent with mowing and trimming practices for
other sections of the trail within the respective cities. Erosion areas shall
be filled and re-seeded. Surface areas covered with rock or non-vegetative
ground cover shall be kept free of weeds and debris.
(ii) Trees: Trees shall be pruned to prevent low, damaged, or dead limbs from
the trail use area by each city within their respective city limits.
(iii) Trail Surface: Trail surface shall be maintained to ensure a clean, clear
and suitable condition for recreational use. Repairs such as crack filling
and pothole patching shall be done as needed to keep surface smooth and
free of trip hazards by each city within their respective city limits.
(iv) Access Points and Gates: Cities shall be responsible for the maintenance
of all trail perimeter fencing, access points and gates and shall keep all in a
good condition, free of rips, tears, holes, sharp edges or foreign objects
within their respective city limits.
(v) Litter Control: Cities shall be responsible for trash and debris removal on
and near the trail within their respective city limits.
(vi) Trail signage and furnishings: Cities shall be responsible for maintenance
of any signage or trail furnishings installed along trail within their
respective city limits. Responsibilities include cleaning, painting,
repairing, and securing as needed.
(vii) Other Maintenance: Cities shall determine all other minimum
maintenance standards for the easement/permit area within their respective
city limits and will perform operations and maintenance responsibilities in
a manner consistent with the operations and maintenance of other similar
parks facilities under the ownership and control of the cities.
(viii) BNSF Maintenance Requirements: For maintenance within the permitted
area as granted by BNSF, the City of Parkville and the County will
3
comply with section 11 and 16.2 of the "License for Bicycle Path/
Pedestrian Walkway." (See Exhibit 3)
(viii) Mural: The City of Parkville and Platte County propose to install an artist
created mural as ornament to the bridge on the west side of the Project. The
mural is proposed to be created and maintained by local artists. If
maintenance of the mural becomes a burden to Parkville due to lack of
maintenance by local artists, vandalism, or any other cause, Parkville may
paint or cover over the mural.
(ix) Programming: Cities, at their sole discretion, may charge for rentals,
programs and special events held in the easement/permit area within their
respective city limits.
(b) Capital Maintenance. County shall assume and be responsible for all capital
maintenance and replacement for all Project improvements developed under this
Agreement. Capital maintenance and replacement shall include major tasks such
as resurfacing of trail paving and replacement or removal of unsafe or damaged
infrastructure that is beyond repair.
(c) Natural Disaster Preparedness and Recovery. Due to Project location fronting
the Missouri River, the trail easement/permit area may flood frequently. Parties
shall cooperate mutually with respect to natural disaster preparedness and recovery
resulting from damage to the Project, including closure of the trail easement/permit
area,post disaster clean-up, and management of state and federal assistance related
to any natural disaster damage to the Project. Cities agree to address minor flooding
events as they may occur from time to time consistent with routine maintenance
responsibilities described in Section(a)above. Cities shall be responsible for initial
debris and siltation removal resulting from natural disasters through the
commitment of in-kind manpower and equipment resources up to the County's
property insurance deductible of Twenty-Five Thousand Dollars ($25,000).
County shall be responsible for repair and restoration of Project improvements
damaged as a result of natural disasters, beyond the cities initial efforts, from
County's insurance proceeds, federal and state assistance grants, or other available
sources.
6. Trail Security. All local ordinances and/or laws for the cities and the County as applicable
to the Project site within the respective jurisdictions will be enforced by the cities and the
County. Fire suppression service and any costs related to disposable items expended or
used in fire suppression for the trail areas shall be provided by Riverside and the South
Platte Fire Protection District within their respective service areas.
7. Insurance.
(a) The Cites shall secure commercial general liability insurance policies for coverage
of the injuries and damage for which the Parties, as political subdivisions, are
legally obligated under Missouri Law. Each policy shall have minimum limits as
4
the Cites deem appropriate through their standard insurance provider, but in no
event shall any policy exceed the statutory maximum amount specified in Section
537.610 R.S.Mo. as of the date of this Agreement, for all claims arising out of a
single occurrence. The insurance policies shall be maintained in force during the
term of this Agreement and such insurance policies shall name specifically Cities
and County as additional insured parties. A verified copy of such insurance policy
or policies shall be sent to each party hereto, together with the Certificate(s) of
Insurance stating that the policies are in full force and effect and that the same will
not be altered, amended or terminated without ten (10) days prior written notice to
the other parties hereto.
(b) County shall secure general property insurance policies to cover damage or loss for
covered incidents through County's standard insurance provider, Midwest Public
Risk, or other provider as determined by the County.
(c) Notwithstanding anything herein to the contrary, no provision, term, or condition
in this agreement shall constitute, or be construed as, a waiver of the defenses of a
sovereign immunity, official immunity, or governmental immunity by whatever
name as set forth in Section 537.600 R.S.Mo. et seq., for any monetary amount
whatsoever, or of any other defenses, howsoever named, that are, or in the future
may become, available to the parties by statute or common law.
8. Public Use. All facilities and amenities located within trail easement/permit area will be
available to the public during normal operating hours established by the Cities consistent
with other park and recreational facilities managed by the respective Cities.
9. Project Identification. Parties agree that the Project shall be named and identified as a
continuous section of the "Missouri Riverfront Trail". Parties may agree to cooperate and
establish alternative names or references for any sub-area or alternative name for the Project
by mutual written agreement of the Parties.
10. Notice. Any notice, demand, communication, or request required or permitted hereunder
shall be in writing, except where otherwise herein designated by telephone, and delivered
in person or sent by certified, return receipt requested, via United States mail, or via
facsimile transmission, as follows:
If to Riverside: City of Riverside
2950 NW Vivion Road
Riverside Missouri 64150
Attn: City Administrator
Phone: (816) 741-3993
Fax: (816) 746-8349
5
If to Parkville: City of Parkville
8880 Clark Avenue
Parkville, Missouri 64152
Attn: City Administrator
Phone: (816) 741-7676
Fax: (816) 741-0031
If to County: Platte County, Missouri
Parks & Recreation Department
415 Third Street
Platte City, MO 64709
Attn: Director
Phone: (816) 858-3419
Fax: (816) 858-1999
Notices shall be effective when received at the address as specified above. Changes in the
addresses to which notice is to be sent may be made from time-to-time by written notice.
Facsimile transmission is acceptable notice, effective when received; however, facsimile
transmissions received (i.e., printed) after 4:30 p.m. or on weekends or holidays, will be
deemed received on the next business day. The original items which are transmitted by
facsimile equipment must also be mailed as required and provided by this Section.
11. Independence of Agreement. It is understood and agreed that nothing herein contained is
intended or should be construed as in any way establishing the relationship of co-partners
or a joint venture between any of the parties hereto, or as constituting any party as an agent,
representative or employee of the other for any purpose whatsoever.
12. Waiver. The failure of any party to at any time to require performance by another party of
any provision hereof shall in no way affect the right of the non-requiring party thereafter to
enforce same. No waiver shall be effective unless in writing. Nor shall waiver by any party
of any breach of any provision hereof be taken or held to be a waiver of any succeeding
breach of such provision or as a waiver of any provision itself.
13. Laws to Govern. This Agreement shall be governed by the laws of the State of Missouri
both as to interpretation and performance. Any and all legal action necessary to enforce
this Agreement will be held in Platte County, Missouri, and the Agreement will be
interpreted according to the laws of the State of Missouri.
14. Compliance with Laws. Each party hereto shall conduct its operations and perform its
duties under this Agreement in compliance with all applicable Federal, State and local laws,
ordinances, orders and regulations.
15. Severability. If any provision of this Agreement shall be declared illegal, void or
unenforceable by a court of competent jurisdiction,the other provisions shall not be affected
but shall remain in full force and effect.
6
16. Assignment and Subletting. No party shall make any assignment of this Agreement or
any right or obligation occurring under this Agreement in whole or in part without the
express written consent of all Parties hereto. The Parties hereto shall have full discretion to
approve or deny, with or without cause, any proposed or actual assignment of this
Agreement. Any assignment of this Agreement made without the express written consent
of all parties hereto shall be null and void and shall be grounds for immediate termination,
notwithstanding the termination notice provisions described in Section 1 above.
17. Modification. This Agreement constitutes the entire Agreement and understanding
between the Parties, and it shall not be considered modified, altered, changed or amended
in any respect unless in writing and signed by the Parties hereto.
18. Additional Provisions. This Agreement has been negotiated, executed, accepted and
entered into in the State of Missouri. Paragraph headings herein have no legal significance.
When the context hereof requires, the use of any gender includes all genders, and the
singular includes the plural, and, vice versa. All parties signing in a representative capacity
warrant that they have all requisite authority to enter into this Agreement and consummate
the transaction herein contemplated. No inference in favor of or against any party shall be
drawn from such party having been the party to draft any portion hereof.
7
IN WITNESS WHEREOF, the Cities, acting by and through their respective Board of
Aldermen, the County, acting by and through its County Commission, have authorized this
Agreement to be executed the day and year first written above.
CIT OF RIVERSIDE, MI OURI
r
` J Ma r
:::ZLAttest:
-: City Clerk
CITY OF PARKVILLE,MISSOURI
Mayor
Attest:
City Clerk
PLATTE COUNTY, MISSOURI
Presiding Commissioner
Attest:
County Clerk
Approved as to form and legality:
County Counselor
8
EXTENSION fltl
r �
PRO D FENCE
E .:..
ENG
LANDI
PARK TRAIL � `�•-,� •
RIP RA ,. ItANSF ,, LDOR
.i
! RETAINING WALL
P POSED CENTERLINE SECOND MAIN TRA¢,
RETAINING WALL
tg<:
PROPOSED TRAIL
RET L SEC ION EXISTING MISSOURI RIVERFRONT TRAIL!"
,h
BEGIN PHASE 1
Tran PRdAOSED MISSOURI RIVERFR f AIL CAkNECTI
TITLE OF DOCUMENT: Pedestrian and Biking Trail Easement Agreement
DATE OF DOCUMENT: March 7,2016
GRANTOR(S): Magellan Pipeline Terminals, L.P_
One Williams Center, Suite 2800
Tulsa, OK 74172
.GRANTEE(S): Platte County,Missouri
415 Third Street
Platte City,MO 64079
City of Parkville,Missouri
8880 Clark Ave.
Parkville,MO 64152
City of Riverside,Missouri
2950 NW Vivion Road
Riverside,MO 64150
LEGAL DESCRIPTION: See page 9
PEDESTRIAN AND BIKING TRAIL EASEMENT AGREEMENT
This Pedestrian and Biking Tr Q asement Agreement (this "Agreement") is made and
entered into this Z day of , 2016 between Magellan Pipeline Terminals, L.P., a
Delaware limited partnership ("Grantor"), and Platte County, Missouri, a First Class Missouri
County, Parkville, Missouri, a Fourth Class Missouri City, and Riverside, Missouri, a Fourth
Class Missouri City(collectively and individually, "Grantee'.
RECITALS
WHEREAS, Grantor is the owner of that certain real property in Platte County,Missouri,
situated along the Missouri River, south of 9 Highway, in the cities of Parkville and Riverside,
and commonly known as the Magellan Riverside Terminal, 6699 River Park Drive, and legally
described in Exhibit A and the boundary of which is depicted in Exhibits B and C, all attached
hereto and incorporated herein(the "Proper ").
WHEREAS, the Property is situated between the Missouri Riverfront Trail, a hiking and
biking trail, to the east and walking trails in the 68-acre English Landing and 140 acre Platte
Landing Parks to the west.
WHEREAS, Grantee has adopted, as part of its land use plan,the Northland Trails Vision
Plan, a portion of which includes the off-road levee route parallel to the Missouri River for
pedestrian and bicycle use by the public.
WHEREAS, Grantee desires to obtain from Grantor and Grantor desires to grant to
Grantee a non-exclusive easement over the Property for pedestrian and bicycle access, subject to
the terms and conditions hereinafter set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, mutual promises and covenants
contained herein and other good and valuable consideration,the receipt and sufficiency of which
is hereby acknowledged, Grantor and Grantee agree as follows:
Section 1. Incorporation of Recitals.
The foregoing recitals are true and correct and are incorporated herein by this reference.
Section 2. Grant of Easement
Grantor hereby grants to Grantee, its successors and assigns, a perpetual, non-exclusive,
defined, easement as further described herein (the "Easement") over, across and upon the
Property for the purposes of pedestrian and bicycle access, ingress and egress subject to the
terms and conditions hereinafter set forth in this Agreement. The Easement is generally
described as a twenty-foot wide easement with the exception of the easternmost and westernmost
portions of the easement which are wider than 20 feet. Grantor hereby grants to Grantee, its
successors and assigns, a temporary, defined, construction easement as further described herein
(the "Temporary Construction Easement") over, across and upon the Property for the purposes
1180IS1_11 i
t
(the "Temporary Construction Easement")over, across and upon the Property for the purposes
of constructing a pedestrian and bicycle trail and associated retaining walls, fencing,bollards and
other associated improvements (the "Trail") to provide pedestrian and bicycle access, ingress
and egress, subject to the terms and conditions hereinafter set forth in this Agreement. The
specific locations of the Easement, Temporary Construction Easement and conceptual Trail are
depicted over the Property and existing improvements in Exhibit B, attached hereto and
incorporated herein. The specific location of the Easement and Temporary Construction
Easement are also show over the Property without the trail and existing improvements in Exhibit
C attached hereto and incorporated herein. The Easement is legally described in Exhibit D
attached hereto and incorporated herein. The Temporary Construction Easement is legally
described in Exhibit E attached hereto and incorporated herein. The conceptual Trail
improvements are depicted in Exhibit F.
Section 3. Purpose, Scope and Use of Easement and Temporary Construction Easement
This Agreement provides Grantee the right to construct, maintain and repair the Trail
over and upon the Easement, subject to the terms and conditions herein. The Easement may be
used by Grantee and its contractors, agents, employees and representatives(collectively referred
to herein as "Grantee's Representatives") solely for purposes relating to the construction,
maintenance and repair of the Trail and such Trail's use by the public for such purposes. All
other uses of the Easement by the Grantee or Grantee's Representatives are prohibited.
Additionally,and without limitation of the foregoing,such Easement shall be subject to Grantor's
existing levees and dikes on the Property("Grantor's Dikes")and no use of any portion of such
dikes for any purpose may be made by Grantee or Grantee's Representatives without the express,
prior written consent of Grantor, following Grantor's review and approval of appropriate
improvement plans and approval of final legal descriptions for the Easement alignment.
This Agreement provides Grantee a Temporary Construction Easement to be used by
Grantee and Grantee's Representatives for the purpose of constructing the Trail and accessing
the same during construction, subject to the terms and conditions herein. This Temporary
Construction Easement shall be effective only for the length of time needed by Grantee or
Grantee's Representatives to perform the original construction and installation of the Trail and
the Temporary Construction Easement shall terminate upon final approval and acceptance of said
facilities by Grantee following completion.
After such completion of the project, Grantee shall restore the surface area of the
Temporary Construction Easement as closely as possible to the pre-construction conditions. Any
disturbed areas shall be graded and seeded with the appropriate ground cover or covered with
gravel as necessary. Grantee shall not replace ariy trees and/or bushes which are removed from
the Temporary Construction Easement during construction. Except as may otherwise be
approved by the Grantor with the construction drawings, no removal or alteration to man-made
improvements within the Temporary Construction Easement shall occur during construction.
When approved,man-made improvements will be replaced or repaired as nearly as practicable to
their original condition,except as otherwise approved by the Grantor.
2.
Section 4. Permits and Compliance
Grantee shall not commence construction of the Trail, including any necessary survey
work, until Grantee obtains, at its sole expense, all necessary permits and approvals from all
applicable governmental authorities. While using the Easement or Temporary Construction
Easement for the purposes specified in Section 3, Grantee will comply, and use reasonable
efforts to cause Grantee's Representatives to comply, with all applicable laws, orders and
regulations. Additionally, Grantee shall, at its sole cost and expense: (a) construct, prior to use
of the Easement for pedestrian and bicycle use, and maintain additional retaining walls in the
areas as conceptually depicted on Exhibit F attached hereto and incorporated herein and a fence
on and along the entire length of the Easement (where such fence does not already exist) to
protect the Grantor's terminal facilities and improvements, including the dike and improvements
inside the compound on the Property from being accessed from the Trail by members of the
public (which fence will designated on approved improvement plans and will be constructed so
as to allow Grantor to access the Easement property) (the "Easenmt Fence") also as
conceptually depicted on Exhibit F, (b)maintain the Easement, Easement Fence, and Trail in a
good and safe condition and free from any public vehicle (including motorcycles, but not
including city and county equipment and vehicles necessary to construct and maintain the
Easement or Trail,or vehicles necessary to provide security or other emergency services) access,
(c) preserve and protect the integrity of the Grantor's Dikes from damage, disturbance or
alteration by Grantee or Grantee's Representatives, unless previously approved by Grantor in
writing; (d) place rock between Grantor's fence and the Trail and maintain such rock free and
clear of weeds or other growth and debris; and (e) maintain (including mowing and removal of
debris) the Easement and that portion of the Property adjacent to the Easement area outside of
Grantor's fence.
Section 5. Grantor's Use
Grantor reserves the right to use the Property covered by the Easement in any manner
that does not unreasonably interfere with Grantee's use of the Easement. If, in its exercise of
such rights, Grantor damages the Grantee's Trail on the Easement, Grantor shall repair such .
damage at Grantor's expense.
Section 6. Costs and Liabilitv
Grantee shall be solely responsible for and shall bear all costs, expenses and liabilities
arising from or with respect to its construction, maintenance, repair and/or use or ownership of
the Easement and the Trail and for its restoration obligations set forth in Section 3 of this
Agreement, including the right to remove existing barge tie-downs located on the Easement,
except and to the extent that such costs, expenses or liabilities are either caused as a direct result
of Grantor's sole action, negligence or willful misconduct or are environmental matters
discovered on the Easement but not caused by the Grantor during the Grantee's construction and
maintenance of the Trail and requiring remediation.
Section 7. Insurance
3
Grantee shall,at its cost,procure and maintain a policy of public liability insurance. This
policy shall (a) name Grantor and Grantee as insureds and indemnify them against liability for
property damage or personal injury (including death) resulting from entry upon or use of the
Easement area by Grantee or Grantee's Representatives,(b)have a combined single liability limit
in an amount equal to the statutory limit, (c) insure Grantee's performance under the indemnity
provisions of Section 8, (d)be stated to be primary and noncontributing with any insurance that
Grantor may carry, and (e) require at least ten(10) days' prior written notice of cancellation or
modification be given to Grantor. Grantee shall also, at its cost, maintain adequate workers'
compensation and employer's liability insurance for any work upon the Easement property.
Before commencing any such work, Grantee shall provide Grantor with current certificates of the
insurance policies to be carried pursuant to this Section 7.
Section 8. Indemnity and Waiver
Grantor shall not be liable for any loss, damage, liability or injury of any kind to any
person or property arising from or caused by (a) any use of the Easement area by Grantee or
Grantee's Representatives, (b) Grantee's failure to comply with the terms of this Agreement, or
(c) any accident, fire or other casualty on the Easement area resulting from any act or omission
of Grantee or Grantee's Representatives. Grantee, for itself and for Grantee's Representatives,
waives all claims against Grantor for any such loss, damage, liability or injury and agrees to
indemnify Grantor from all Iiability for any such loss, damage, liability or injury and from all
costs and expenses arising therefrom (including, without limitation, attorneys' fees)to the extent
allowed by applicable law.
Grantee shall not be liable for any loss, damage, liability or injury of any kind to any
person or property arising from or caused by any action by Grantor or from any liability for
environmental matters caused by Grantor or accrued prior to the date hereof with respect to that
portion of the Property burdened by the Easement. Grantor, for itself and for Grantor's
contractors, agents, employees and representatives, waives all claims against Grantee for any
such loss, damage, liability or injury and agrees to indemnify Grantee from all liability for any
such loss, damage, liability or injury and from all costs and expenses arising therefrom
(including,without limitation, attorneys'fees)to the extent allowed by applicable law.
Section 9. Termination
(a) Without limitation of the parties' legal rights and remedies, including those under
Section 12 of this Agreement, this Agreement may be terminated by Grantee upon 90 days
written notice to Grantor in the event Grantee determines,in the sole discretion of Grantee, that
the Easement no longer serves a useful purpose to Grantee.
(b) Quitclaim Deed. Upon termination of this Agreement, Grantee shall duly execute,
acknowledge and deliver to Grantor, a quitclaim deed in recordable form conveying to Grantor
all right, title and interest of Grantee in the Easement and the Property.
4
Section 10. Notices
All notices or demands given or required to be given under this Agreement shall be in
writing and addressed to the parties as provided below, or to any other address as either party
may designate, from time to time, by proper notice under this paragraph. Any notice shall be
deemed to be given when actually received by the intended party.
Grantor: Magellan Pipeline Terminals,L.P.
One Williams Center, Suite 2800
ATTN: Real Estate
Tulsa,Oklahoma 74172
FAX#: (918)574-7255
Grantee: Platte County
Attn: Parks and Recreation Director
415 Third Street
Platte City, MO 64079
City of Parkville
Attn:City Administrator
8880 Clark Ave
Parkville,MO 64152
City of Riverside
Attn: City Administrator
2950 NW Vivion Road
Riverside,MO 64150
Section 11. Covenants Running with the Land.
This Agreement shall run with the land and shall be binding upon and inure to the benefit
of the parties and their respective successors and/or assigns;provided that the Easement may not
be assigned by Grantee to any private entity.
Section 12. Enforcement
The parties and their respective successors and assigns shall have the right to enforce, by
proceedings in law or in equity, the covenants, terms, restrictions and easement rights imposed
by this Agreement. If any action is instituted to interpret or enforce this Agreement, the losing
party in the action shall pay the attorneys'fees and costs of the prevailing party.
Section 13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of Missouri.
5
Section 14. Entire Agent
This Agreement contains the entire agreement of the parties relating to the subject matter
hereof. This Agreement shall became effective in accordance with its terms upon its complete
execution by the parties and its due recordation in the deed records of the Platte County,
Missouri Recorder's Office. This agreement may be modified only by a written and recorded
agreement duly-executed by the parties or their respective successors or assigns.
In Witness Whereof,the parties hereto have signed this agreement as of the date first set
forth above.
GRANTOR: GRANTEE:
Magellan Pipeline Terminals,L.P. Platte Co
By Magellan Pipeline GP,LLC,its General Partner -
,
By. By.
Name: Ron Schieb
Title: _ Platte County esi
Attested by: 3 Z�
3 Nancy Armstron
Platte County Clerk
GRANTEE: GRANTEE:
City of P le,Missouri City of verside,Missouri
NanNeitte_ .Johnston Kathleen L.Rose
P lle Mayor Riverside May
pr
Attested bye Attested b .
.Melissa McChesney Robin44#4 ,n c a;d
Parkville City Clerk Riverside City Clerk
®. PLATS' .7
Y
U1. VYIS'SOU8
�ON`s`,
6
STATE OF OKLAHOMA )
SS
COUNTY OF TULSA )
Before me, the undersigned, a Notary Public in and for the county and state aforesaid, on this
` day of 2016 personally appeared R.6��M� Q}�„� to me
personally known to be the Authorized Signatory for MAGELLAN PIPELINE GP, LLC, a
Delaware limited liability company, who being duly sworn: did acknowledge to me that he
executed the foregoing instrument on behalf of said limited liability company as the free and
voluntary act and deed,for the uses,purposes and consideration therein set forth.
Witness my hand and official seal.
c ak
N Public
My Commission Expires: SHARON E. CRU FIELD
----------------------------------
s ( � SHARON E. CRUTCHFIELD
(U
t Notary Pubo
Stato of Qk OM2
Commisal In S 14004764 EaPlras 06/26110
STATE OF MISSOURI
SS
COUNTY OF PLATTE )
Before me, thedersigned, a Notary Public in and for the coup and st tq aforesaid, on this
day of 2016 personally appeared to me
personally known to bd the 66y for THE CITY OF
PARKVILLE, MISSOURI, a Fourth Cl• Missouri City, who being duly sworn did
acknowledge to me that he executed the foregoing instrument on behalf of said City as the free
and voluntary act and deed, for the uses,purposes and consideration therein set forth.
Witness my hand and official seal. b)u
NllaryTRIV
My Co ission Expires:
{180151.11 7
1
STATE OF MISSOURI )
SS
COUNTY OF PLATTE )
Beo e me, the undersI ed, a Notary Public in and for the county and state aforesaid, on this
day of 016 personally appeared V-1. 2+(' to me
personally known to be the ��res:��r vvnm� �;o c�,`r for PLATTE COUNTY,
MISSOURI, a First Class Missouri Count-?,who being duly sworn did acknowledge to me that
he executed the foregoing instrument on behalf of said County as the free and voluntary act and
deed, for the uses,purposes and consideration therein set forth.
Witness my hand and official seal.
Not 'c
My Commission Expires:
2,�O3(2i kl� NANCY ARMMONG
Notary PuNlo-NoWy sal
STAT1s OF MISSOURI
Commissimnd far Pts=Cow1y
Nb'Commission Expim Dec.3,2018
Commission 814631873
STATE OF MISSOURI )
SS
COUNTY OF PLATTE )
Before me, the undersigned, a Notary Public in and for the cpunty and state oresaid, on this
day of 2016 personally appeared jigl (pe,,l — 1cose. ., to me
personally known to b6 the for THE CITY OF
RIVERSIDE, MISSOURI, a Fourth Clas Missouri City, who being duly sworn did
acknowledge to me that he executed the foregoing instrument on behalf of said City as the free
and voluntary act and deed, for the uses,purposes and consideration therein set forth.
Witness my hand and official seal.
Notary Public
My Commission Expires:
y� ROB1N L KiNCWD
(180151.I1 8
Exhibit A
Property—Legal Description
A tract of land situated in the NE 1/of Section 1,Township 50,Range 34,and the NW 1/of
Section 6,Township 50, Range 33,in Platte County,Missouri,more particularly described
as follows:
Beginning at the point of intersection of the East line of Section 1,and the Southerly
right-of-way line of the C.B. & Q.R.R., said point being S 01 46' 53" W, a distance of
709.45 feet from the Northeast comer of Section 1, thence N 65° 24' 06" W, along said
right-of-way line 1155.99 feet;thence S 24°35' 54"W,260.73 feet to the Missouri River;
thence following downstream the meandering of said river the following courses and
distances; S 431 34' 40" E, 113.18 feet; S 55° 33' 40" E, 100.84 feet; S 46° 20' 00" E,
209.80 feet; S 61' 46' 00"E, 113.54 feet; S 49°26' 10"E,79.19 feet; S 45° 08' 20"E,
85.36 feet; S 40°44' 20" E, 100.04 feet; S 49° 17' 50"E, 100.71 feet; S 40° 44' 00"E,
100.06 feet, S 39° 46' 50"E, 300.32 feet; S 36° 01' 40" E, 184.26 feet, S 35°33' 00"E,
181.53 feet, to the West line of Section 6, said point being S 0°46' 53" W, a distance of
1659.54 feet from the Northwest comer of Section 6,thence continuing on the meanderings
of the Missouri River,S 351 33'00"E, 119.76 feet; S 22°14' 50"E,302.93 feet; S 35°55'
40"E,301.50 feet; S 330 56' 30"E, 123.38 feet;thence leaving the Missouri River,N 241
35' 54"E, 1348.73 feet,to the Southerly right-of-way line of the C.B. &Q.R.R.; thence N
65° 24' 06"W, along said R.R. right-of-way line, 1076.25 feet, to the place of beginning,
together with the accretions to all of said land but subject to any erosion there from said
river;
All subject to easements,covenants reservations and restrictions of record,
Except that part thereof described as follows: Beginning at the Northeast comer of said
Section 1; thence S 0° 46' 53"W along the East line of said Section 1, 709.45 feet to the
Southerly right-of-way line of the C.B.&Q.R.R.;thence N 650 24' 06"W along said right-
of-way line 1135.99 feet to the true point of beginning; thence S 241 35' 54"W,269 feet,
more or less,to the Missouri River;thence N 43° 34' 40"W, 21.5 feet,more or less,to the
most Westerly comer of a tract of land conveyed to Skelly Oil Company by Deed dated July
28, 1965, and recorded in Book 279 at Page 639; thence N 241 35' 54" E along the
Westerly line of said tract conveyed to Skelly Oil Company 260.73 feet to the Southerly
right-of-way line of the C.B.&Q.R.R.;thence S 65°24' 06"E along said right-of-way line
20 feet to the true Point of beginning. Save and except that portion thereof conveyed by
Skelly Oil Company to W.W.Leasing, Inc.by Deed dated March 7, 1967,together with the
accretions to all of said land,but subject to any erosion there from by said Missouri River.
{180151.1} 9
Exhibit B
Easement—Layout over existing improvements
(see following page)
{160151.1} 10
EXHIBIT B
C
f:
y f.
a��•o �� ��,�\ // � /off.
c i� ,� /� rye fP f• ' ,p��� �vtl'� ��a�/
p
Y��( �5(s
10
IT
INA!, N100
a
'd1. f'6 c ffi�Y� •T Y
��
xa•r ux,t I
p Dom'
E. a°.adx MISSOURI RNERFRORT TRAIL, cwvu�ra+rs
PnRAILLE rtru Gc a�j+S1EIfIS
y
Exhibit C
Easement—Certificate of Survey
(see following page)
{180151.1} 11
CERTIFICATE OF SURVEY
Pert of the Northeast Quarter
See.1,Twp.50 North,Rge.34 West
3r v Part of the Northwest Quarter A
Sec.s,Twp.50 North.Rge.33 West
Platte County,Missouri +
•!;''rew rGa '°f.il`3rr ,
`�".K ,..x..,.xcad',o��.r'd.,,.:�n"°;«Aan' '�' ,ti'• i ,�++.y .,mad .�, .....a.mm...a.m,
��'r`o'"oi.na�ac°.uw.�,�m'«d�`�nw =.,.Y':�ti ":�,. � �� `+*^.nom•a ''•
AW Apt Suets e�x v4y,a�eQ�seEnTf u,� � w 1 ��
�,�'s.,am:..E.,�'hd"�e:nvl'e WLA f:l e,b •5..��`\`p`h -�i �\ '.p�+"�, .
a�xa �mysmvrw.daod,amr,w.e, g� s >'I, F2F�A$�A:
' Sa6i1A0Es.x,..ea ,,Qyy; .y,.b.�ps„n„t
m."e4".B�Ynnb C„4ie 4..e 1bN�MMw.MY9iva'4>„»M14 `�� ,��1� iq (ea✓ {yse�J<r -
a, aml M'�wr Trd,n Cnau 4R amelb,h vlNOT rp xtl
m,4,xrmw•A,....,•m...eenn ` �IN
�. 3 � Itl D6.E13 hcren `\\
`" .+• .,'tit �'
�r�inw �qO9�snm us�w� �
q.�dr.°`..c"�oa°axrn�anmmm,�'ed>nemnyneM"�' i5; `,�� •�
r�¢m w,mR�Fxmimmdrs.q,ch O� �C.R I
�n emu tadm.1 maYl sup p Mur em xaav,m,ra„m.n I
lw�.u��mn�reP.aV�wctl.•mvew ��'`\DD D� - __P � —�lA•
�' tb�imPrv/�na'd M>MTmm,m •1 �1 APv __bm^ x� .�emry+
y? �aTM aqup d�Tm�.�mrufmte,a��eu„. D', � ,n 7�AiY
-
4mw�im.
_ mxlrs....i,nmme+nmrne.vxm..a �a�•y n-k+•
exa�'wmwn,�nM,�u m n
9t�b�mrt.�,.,m.p.+w.k.vHdepa�kYmi,.p �� C
� N�m ..m x�,d,,,. �ti ,.""• a
m.®..warx.man.cul,oa,ovwxmy,naa.��.mi..ar.,E�n .��y� Y}♦e� .
4]IKICAIpN lnv0.Tl�b1 s'�iE��'nh�Evlu+�emiamtrN96.(�+eeltf9� O /:d�, E� '
/��m�*'/M eM 'a.,a x'mgxr :JrnrRwu n saC,Y
u�r,�id,^dN�i.d�'imm,a,md lud.s.w+,uae.a e.wmm rt� �- 6 LENTIiiCATE OF
I•n.m.,.v,eaa.,naar.+ee.d �raga 4oi nb�- 6UNVET
�Prt
j ubmisr,.. �r�m �' Sv,'Nn 5
Exhibit D
Easement-Legal Description
A tract of land situated in the NE 1/4 of Section 1,Township 50,Range 34 and the NW 1/4
of Section 6,Township 50,Range 33,in Platte County,Missouri,more particularly
described as follows:
Beginning at the point of intersection of the East line of Section 1,and the Southerly
right-of-way line of the BNSF Railway right of way line,said point being South 00°46'53"
West,a distance of 714.48 feet(measured)(709.45 feet deed)from the Northeast comer of
Section 1;thence South 65024'06"East along said Southerly right of way line,a distance of
1076.25 feet;thence South 24°35'54"West,a distance of 1067.97 feet to the Point of
Beginning of the tract of land herein described;thence continuing South 24°35'54"West,a
distance of 176.36 feet;thence North 65124'06"West,a distance of 80.00 feet;thence North
24°35'54"East,a distance of 105.90 feet;thence North 30°00'39"West,a distance of 49.86
feet;thence North 40°51'30"West,a distance of 175.81 feet;thence North 59°17'32"West,
a distance of 153.90 feet;thence North 29128'03"West,a distance of 290.47 feet;thence
North 34°27'39"West,a distance of 124.71 feet;thence North 30°56'53"West,a distance
of 174.16 feet;thence North 41°07'48"West,a distance of 416.09 feet;thence North
51110'11"West,a distance of 66.88 feet;thence North 40°28'26"West,a distance of
261.21 feet;thence North 55°07'08"West,a distance of 131.89 feet;thence North
48°55'07"West,a distance of 173.78 feet;thence North 52°29'09"West,a distance of
218.76 feet;thence North 42'48'10"West,a distance of 48.03 feet;thence South 24'35'54"
West,a distance of 42.67 feet to the Missouri River;thence upstream of said Missouri River
North 55°07'08"West,a distance of 131.89 feet to the Southeasterly corner of the excepted
tract of land described in Book 1177 at Page 204 in the Office of the Recorder of Deeds for
Platte County,Missouri;thence North 24°35'54"East along the Southeasterly line of said
excepted tract,a distance of 268.74 feet(measured)267.73 feet(deed)to a point on said
Southerly right of way line;thence South 65°24'06"East along said Southerly right of way
line,a distance of 55.17 feet;thence leaving said Southerly right of way line,South
2344'24"West,a distance of 61.34 feet;thence South 23°44'24"West,a distance of
150.89 feet;thence South 22°49'09"West,a distance of 34.65 feet;thence South 141126'25"
West,a distance of 32.20 feet;thence South 1927'03"East,a distance of 29.38 feet;thence
South 38°07'28"East,a distance of 19.65 feet;thence South 48'52'17"East,a distance of
19.74 feet;thence South 54°02'58"East,a distance of 16.40 feet;thence South 51'15'27"
East,a distance of 97.98 feet;thence South 54115'47"East,a distance of 89.85 feet;thence
South 48155'07"East,a distance of 173.63 feet;thence South 55°07'08"East,a distance of
133.37 feet;thence South 40°28'26"East,a distance of 261.91 feet;thence South 51°10'11"
East,a distance of 66.77 feet;thence South 41'07'48"East,a distance of 419.63 feet;thence
South 30°56'53"East,a distance of I75.33 feet;thence South 34127'39"East,a distance of
124.97 feet thence South 29°28'03"East,a distance of 286.01 feet;thence South 59°17'32"
East,a distance of 151.82 feet;thence South 40°51'30"East,a distance of 180.95 feet;
thence South 30°00'39"East,a distance of 37.55 feet;thence North 24°35'54"East,a
distance of 45.92 feet thence South 65°24'06"East,a distance of 80.00 feet to the Point of
Beginning.
1180151.11 12
The above described tract contains 75,801.24 Square Feet or 1.74 Acres,more or less,and is
subject to the accretions of said land and to any erosions of said land from the Missouri
River.
{180151.11 13
Exhibit E
Temporary Construction Easement-Legal Description
A tract of land situated in the NE 1/4 of Section 1,Township 50,Range 34 and the NW 1/4
of Section 6,Township 50,Range 33,in Platte County,Missouri,more particularly
described as follows:
Beginning at the point of intersection of the East line of Section 1,and the Southerly
right-of-way line of the BNSF Railway right of way line,said point being South 00°46'53"
West,a distance of 714.48 feet(measured)(709.45 feet deed)from the Northeast comer of
Section 1;thence South 65°24'06"East along said Southerly right of way line,a distance of
1076.25 feet;thence South 24°35'54"West,a distance of 1067.97 feet to the Point of
Beginning of the tract of land herein described;North 65°24'06"West,a distance of 80.00
feet;thence North 42°10'58"West,a distance of 203.67 feet;thence North 59°17'32"West,
a distance of 176.85 feet;thence North 29°40'40"West,a distance of 530.05 feet;thence
North 42°11'39"West,a distance of 373.22 feet;thence North 45°22'08"West,a distance
of 75.76 feet;thence North 51105'13"West,a distance of 69.57 feet;thence North
33°37'43"East,a distance of 15.77 feet;thence North 43°08'51"West,a distance of 253.I6
feet;thence North 49'34'19"West,a distance of 87.69 feet;thence South 49°57'51"West,a
distance of 15.07 feet;thence North 42'36'15"West,a distance of 57.80 feet;thence North
54°02'58"West,a distance of 367.56 feet;thence North 48'52'17"West,a distance of
19.74 feet;thence North 38°07'28"West,a distance of 19.65 feet;thence North 19°27'03"
West,a distance of 29.38 feet;thence North 14°26'25"East,a distance of 32.20 feet;thence
North 22'49'09"East,a distance of 34.65 feet;thence North 23°44'24"East,a distance of
150.58 feet to a point on said Southerly right of way line of the BNSF Railway;thence
North 65°24'06"West along said Southerly right of way line,a distance of 55.17 feet to the
Northeast comer of the excepted tract of land described in Book 1177 at Page 204 in the
Office of the Recorder of Deeds for Platte County,Missouri;thence South 24°35'54"West
along the Southeasterly line of said excepted tract,a distance of 268.74 feet to the Missouri
River;thence following downstream the meandering of said river the following courses and
distances;South 43°34'39"East,91.64 feet;South 55°33'39"East, 100.85 feet;South
46°19'59"East,209.80 feet;South 61145'59"East, 113.54 feet;South 49°26'09"East,79.19
feet;South 45°08'19"East 85.36 feet,South 40°44'19"East 100.04 feet;South 49°17'49"
East 100.71 feet;South 40°43'59"East 100.06 feet;South 39°46149"East 300.32 feet;South
36°01'39"East 184.26 feet;South 35°32'59"East 185.41 feet,to the West line of Section 6;
thence continuing on the meanderings of the Missouri River,South 35°32'59"East 115.88
feet;South 2201449"East 302.93 feet;South 35°55'39"East 301.50 feet;South 33°56'29"
East 123.38 feet;thence leaving the Missouri River North 24°35'54"East,a distance of
280.76 feet to the Point of Beginning.
The above described tract contains 163,107.44 Square Feet or 3.74 Acres,more or less,less
any part in Permanent Easement and is subject to the accretions of said land and to any
erosions of said land from the Missouri River.
(180151.1) 14
Exhibit F
Easement and Temporary Construction Easement—Depictions
(see following page)
{180151.1} 15
RCB EXTENSIC
EXISTING PROPOSED FENCE PHASE HASE 1
LANDING
PARK TRAIL -BEGIN PHASE T y,t
:TCsTriy
RIP RAP"
4"♦ �/� MtS5C)Ufil RPvtHFRONf TRALL
DC:LLARa tt. ,l. ,P,
FENCE OPENING ���'+, +tRIVER
RETAINING WALL SECTION
u RETAINING WAC .'� / • �`
PROPOSED CENTERLIME SECOND MAIN TRACK
RETAINING WALE BSP
. \ '+
I r
PROPOSED TRIAL–�`
V CHMN LINK PENCE —
� a
BEGIN PHASE `q moi—BOLLARD
3yatems� PROPOSED MISSOURI RIVERFRONT TRA1L CONNECTION
Tracking 17-57607
LICENSE FOR BICYCLE PATH/PEDESTRIAN WALKWAY
THIS LICENSE FOR BICYCLE PATH/PEDESTRIAN WALKWAY ("License"), is made to be effective
, 2020 (the "Effective Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation
("Licensor"), and PLATTE COUNTY, a ("Licensee").
In consideration of the mutual covenants contained herein,the parties agree to the following:
GENERAL
1. Grant of License. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and
estates of third parties, including,without limitation,any leases,use rights,easements, liens or other encumbrances,
and upon the terms and conditions set forth below,to construct and maintain, in strict accordance with the drawings
and specifications approved by Licensor as part of Licensee's application process (the "Drawings and
Specifications"), a pedestrian walkway/bicycle path (the"Trail")across or along Licensor's rail corridor at or near
Parkville, County of Platte, State of Missouri, Line Segment 0016, Mile Post 8.37 as shown on the attached Drawing
No.69579, dated October 3, 2017, attached hereto as Exhibit "A" and incorporated herein by reference (the
"Premises").
2. Term. This License shall commence on the Effective Date and shall continue for a period of twenty-five(25)years,
subject to prior termination as hereinafter described.
3. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees,
licensees, easement beneficiaries or lien holders, if any, or interfere with the use, repair, maintenance or
replacement of such improvements.
4. Use of the Premises. Licensee shall use the Premises solely for construction, maintenance and use of the Trail in
accordance with the Drawings and Specifications. Licensee shall not use the Premises for any other purpose.
5. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises or
permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without
Licensor's prior written consent
COMPENSATION
6. License Fee. Licensee shall pay Licensor, prior to the Effective Date, the sum of Thirty Five Thousand and No/100
Dollars($35,000)as compensation for the use of the Premises.
7. Costs and Expenses.
7.1 For the purpose of this License, "cost" or"costs" and "expense"or"expenses" includes, but is not limited
to, actual labor and material costs including all assignable additives, and material and supply costs at
current value where used.
7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below) for all costs and
expenses incurred by Licensor in connection with Licensee's use of the Premises, or the presence,
construction and maintenance of the Trail including but not limited to the furnishing of Licensor's flaggers
and any vehicle rental costs incurred. Licensee shall bear the cost of flagger services and other safety
measures provided by Licensor, when deemed necessary by Licensor's representative. Flagging costs
shall include, but not be limited to, the following: pay for at least an eight(8) hour basic day with time and
one-half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid
holidays (as applicable); railway and unemployment insurance; public liability and property damage
insurance; health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for
railway labor or collective bargaining agreements and rate changes authorized by appropriate Federal
authorities may increase flagging rates..Flagging rates in effect at the time of performance by the flaggers
will be used to calculate the flagging costs pursuant to this Section 7.
1 Form 419;Rev.20180905
Tracking 17-57607
8. Payment Terms. All invoices are due thirty(30) days after the date of invoice. If Licensee fails to pay any monies
due to Licensor within thirty (30) days after the invoice date, then Licensee shall pay interest on such unpaid sum
from the due date until paid at an annual rate equal to the lesser of(i) the prime rate last published in The Wall
Street Journal in the preceding December plus two and one-half percent(2.5%), or(ii)the maximum rate permitted
by law.
LICENSOR'S RESERVED RIGHTS
9. Reserved Rights of Use. Licensor excepts and reserves the right,to be exercised by Licensor and any other parties
who may obtain written permission or authority from Licensor:
9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication
pipe/lines/cables and appurtenances(other than the Trail)and other facilities or structures of like character
upon, over, under or across the Premises existing as of the Effective Date;
9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities,
structures and related appurtenances upon, over, under or across the Premises; or
9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided Licensor
uses all commercially reasonable efforts to avoid material interference with the use of the Premises by
Licensee for the purpose specified in Section 4 above.
10. Right to Require Relocation. If at any time during the term of this License, Licensor desires the use of its rail
corridor in such a manner as would, in Licensor's reasonable opinion, be interfered with by the Trail, Licensee shall,
at its sole expense, within thirty (30) days after receiving written notice from Licensor to such effect, make such
changes in the Trail as in the sole discretion of Licensor may be necessary to avoid interference with the proposed
use of Licensor's rail corridor, including, without limitation, the relocation of Trail the or the construction of a new
trail to replace the Trail. Notwithstanding the foregoing, Licensee agrees to make all emergency changes and minor
adjustments, as determined by Licensor in its sole discretion, to the Trail promptly upon Licensor's request.
LICENSEE'S OPERATIONS
11. Construction and Maintenance of the Trail.
11.1 Licensee shall notify Licensor's Roadmaster, Martin.Feighner cDBNSF.com or 816-364-7835 at least ten
(10) business days prior to entry onto the Premises for construction of the Trail and prior to entering the
Premises for any subsequent maintenance thereon. In the event of emergency, Licensee shall notify
Licensor of Licensee's entry onto the Premises at the telephone number above as soon as practicable and
shall promptly thereafter follow up with written notice of such entry.
11.2 Licensee's on-site supervisors shall retain/maintain a fully executed copy of this License at all times while
on the Premises.
11.3 While on the Premises, Licensee shall use only public roadways to cross from one side of Licensor's tracks
to the other.
11.4 Any contractors or subcontractors performing work on the Trail or entering the Premises on behalf of
Licensee shall be deemed servants and agents of Licensee for purposes of this License.
11.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity
using mechanized equipment and/or machinery,or place or store any mechanized equipment,tools or other
materials,within twenty-five(25)feet of the centerline of any railroad track on the Premises unless Licensee
has obtained prior written approval from Licensor. Licensee shall, at its sole cost and expense, perform all
activities on and about the Premises in such a manner as not at any time to endanger or interfere with (i)
the existence or use of present or future tracks, roadbeds, or property of Licensor, (ii) the safe operation
and activities of Licensor or existing third parties, or(iii)the rights or interests of third parties. If ordered to
cease using the Premises at any time by Licensor's personnel due to any hazardous condition, Licensee
shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that Licensor
has no duty or obligation to monitor Licensee's use of the Premises to determine the safe nature thereof, it
2 Form 419;Rev.20180905
Tracking 17-57607
being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe. Neither the
exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the liability
allocation provided by this License.
11.6 Licensee shall, at its sole cost and expense, construct and maintain the Trail in such a manner and of such
material that the Trail will not at any time endanger or interfere with (i) the existence or use of present or
future tracks, roadbeds, or property of Licensor, (ii)the safe operation and activities of Licensor or existing
third parties, or(iii) the rights or interests of third parties. The construction of the Trail shall be completed
within one (1)year of the Effective Date, and any subsequent maintenance shall be completed within one
(1) year of initiation. Within fifteen (15) days after completion of the construction of the Trail or the
performance of any subsequent maintenance thereon, Licensee shall, at Licensee's own cost and expense,
restore the Premises to substantially their state as of the Effective Date, unless otherwise approved in
advance by Licensor in writing. On or before expiration or termination of this License for any reason,
Licensee shall, at its sole cost and expense, surrender the Premises to Licensor pursuant to the terms and
conditions set forth in Section 24 hereof.
11.7 Licensor may direct one or more of its field engineers to observe or inspect the construction and/or
maintenance of the Trail at any time for compliance with the Drawings and Specifications and Legal
Requirements (defined below). If ordered at any time to halt construction or maintenance of the Trail by
Licensor's personnel due to non-compliance with the Drawings and Specifications or any other hazardous
condition, Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties
agree that Licensor has no duty or obligation to observe or inspect, or to halt work on, the Trail, it being
solely Licensee's responsibility to ensure that the Trail is constructed and maintained in strict accordance
with the Drawings and Specifications and in a safe and workmanlike manner in compliance with all terms
hereof. Neither the exercise of, nor the failure by Licensor to exercise, any right granted by this Section will
alter in any way the liability allocation provided by this License. If at any time Licensee shall, in the sole
judgment of Licensor, fail to properly perform its obligations under this Section 11, Licensor may, at its
option and at Licensee's sole expense, arrange for the performance of such work as it deems necessary
for the safety of its operations and activities. Licensee shall promptly reimburse Licensor for all costs and
expenses of such work, pursuant to the terms of Section 8. Licensor's failure to perform any obligations
of Licensee shall not alter the liability allocation hereunder.
12. Boring and Excavation.
12.1 Prior to Licensee conducting any boring,excavation,or similarwork on or about any portion of the Premises,
Licensee shall explore the proposed location for such work with hand tools to a depth of at least three
(3)feet below the surface of the ground to determine whether pipelines or other structures exist below
the surface, provided, however, that in lieu of the foregoing, Licensee shall have the right to use suitable
detection equipment or other generally accepted industry practice (e.g., consulting with the Underground
Services Association) to determine the existence or location of pipelines and other subsurface structures
prior to drilling or excavating with mechanized equipment. Licensee may request information from Licensor
concerning the existence and approximate location of Licensor's underground lines, utilities, and pipelines
at or near the vicinity of the proposed Trail by contacting Licensor's Telecommunications Helpdesk at least
thirty(30)business days prior to installation of the Trail. Upon receiving Licensee's timely request, Licensor
will provide Licensee with the information Licensor has in its possession regarding any existing underground
lines, utilities,and pipelines at or near the vicinity of the proposed Trail and, if applicable, identify the location
of such lines on the Premises pursuant to Licensor's standard procedures. Licensor does not warrant the
accuracy or completeness of information relating to subsurface conditions of the Premises and Licensee's
operations will be subject at all times to the liability provisions herein.
12.2 For all bores greater than twenty-six(26) inch diameter and at a depth less than ten (10)feet below bottom
of rail, a soil investigation must be performed by Licensee and reviewed by Licensor prior to construction.
This study is to determine if granular material is present, and to prevent subsidence during the installation
process. If the investigation determines in Licensor's reasonable opinion that granular material is present,
Licensor may select a new location for Licensee's use, or may require Licensee to furnish for Licensor's
review and approval, in Licensor's sole discretion a remedial plan to deal with the granular material. Once
Licensor has approved any such remedial plan in writing, Licensee shall, at Licensee's sole cost and
expense, carry out the approved plan in accordance with all terms thereof and hereof.
3 Form 419;Rev.20180905
Tracking 17-57607
12.3 Any open hole,boring or well constructed on the Premises by Licensee shall be safely covered and secured
at all times when Licensee is not working in the actual vicinity thereof. Following completion of that portion
of the work, all holes or borings constructed on the Premises by Licensee shall be:
12.3.1 filled in to surrounding ground level with compacted bentonite grout; or
12.3.2 otherwise secured or retired in accordance with any applicable Legal Requirement. No excavated
materials may remain on Licensor's property for more than ten (10) days, but must be properly
disposed of by Licensee in accordance with applicable Legal Requirements.
LIABILITY AND INSURANCE
13. Liability and Indemnification.
13.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies,
partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and
agents; (b)"Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes
of action, suits, demands,judgments, and expenses (including, without limitation, court costs, reasonable
attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs)
environmental or otherwise; and (c) "Licensee Parties" means Licensee and Licensee's officers, agents,
invitees (including, but not limited to, member of the general public), licensees, employees, or contractors,
or any party directly or indirectly employed by any of them, or any party they control or exercise control
over.
13.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS
CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR,
FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND, OR DESCRIPTION
DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM,OR RELATED TO(IN WHOLE OR
IN PART):
13.2.1 THIS LICENSE, INCLUDING,WITHOUT LIMITATION, ITS ENVIRONMENTAL PROVISIONS,
13.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE,
13.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES,
13.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR
CONTRIBUTED TO BY LICENSEE,OR
13.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY.
13.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES ANY
AND ALL CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR IS A
GENERATOR, OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF
THE-COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION,AND LIABILITY ACT,AS
AMENDED("CERCLA")OR OTHER ENVIRONMENTAL LAWS(DEFINED BELOW). LICENSEE WILL
INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL SUCH
CLAIMS. NOTHING IN THIS LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF
ANY INDEMNITEE'S COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO
CONSTRUED. IF ANY AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY
INDEMNITEE'S COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD
HARMLESS, AND DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT
CONSTRUCTION OF THIS LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS
TO USE OF THE PREMISES AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE
RESPONSIBLE TO LICENSEE FOR THE ENVIRONMENTAL CONDITION OF THE PREMISES.
13.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF
ANY INDEMNITEE,TO THE FULLEST EXTENT PERMITTED BY LAW,LICENSEE SHALL,AND SHALL
CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES
4 Form 419;Rev.20180905
Tracking 17-57607
HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO(IN WHOLE
OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF
EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS
THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE
LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE
RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL
STATUTE.
13.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES
ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY
INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES,INCLUDING THOSE ARISING FROM
OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR
STRICT LIABILITY OF ANY INDEMNITEE.
13.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other
proceeding brought against any Indemnitee by any entity, relating to any matter covered by this License for
which Licensee has an obligation to assume liability for and/or save and hold harmless any Indemnitee.
Licensee shall pay all costs and expenses incident to such defense, including, but not limited to, reasonable
attorneys'fees, investigators'fees, litigation and appeal expenses, settlement payments,and amounts paid
in satisfaction of judgments.
14. Personal Property Risk of Loss. ALL PERSONAL PROPERTY,INCLUDING,BUT NOT LIMITED TO,FIXTURES,
EQUIPMENT,OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY,
AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF,WHETHER OR
NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE.
15. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the term of this License the
following insurance coverage:
15.1 Commercial General Liability"CGL" Insurance.
a. The policy will provide a minimum of $2,000,000 per occurrence and an aggregate limit of at least
$4,000,000 but in no event will the coverage be in an amount less than the amount otherwise carried
by Licensee. Coverage must be purchased on a post'2004 ISO occurrence form or equivalent and
include coverage for, but not limited to, the following:
■ Bodily Injury and Property Damage
■ Personal Injury and Advertising Injury
■ Fire legal liability
■ Products and completed operations
■ Contractual Liability for an"Insured Contract"consistent with the definition under the standard ISO
general liability policy form.
b. This policy will include the following endorsements or language,which shall be indicated on or attached
to the certificate of insurance:
■ The definition of"Insured Contract"will be amended to remove any exclusion or other limitation for
any work being done within 50 feet of Licensor's property;
■ Waiver of subrogation in favor of and acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle
Brokerage, Inc.to include coverage for ongoing operations and completed operations;
■ Separation of insureds; and
■ The policy shall be primary and non-contributing with respect to any insurance carried by Licensor.
c.. The parties agree that the workers'compensation and employers'liability related exclusions in the CGL
policy(s) are intended to apply to employees of the policyholder and will not apply to Licensor's
employees.
d. No other endorsements that limit coverage with respect to Licensee's obligations under this agreement
may be included on the policy.
5 Form 419;Rev.20180905
Tracking 17-57607
15.2 Business Automobile Insurance.
a. The insurance will provide minimum coverage with a combined single limit of at least$1,000,000 per
accident, and include coverage for, but not limited to the following:
■ Bodily injury and property damage.
■ Any and all vehicles owned, used or hired.
b. The policy will include the following endorsements or language, which will be indicated on or attached
to the certificate of insurance:
■ Waiver of subrogation in favor of and.acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor;
■ Separation of insureds;
■ The policy shall be primary and non-contributing with respect to any insurance carried by Licensor.
15.3 Workers'Compensation and Employers' Liability Insurance.
a. The policy will provide coverage of all employees performing any part of the installation or
maintenance of the Trail including coverage for, but not limited to:
■ Licensee's statutory liability under the workers'compensation laws of the state(s)in which the work
or services under this agreement are to be performed. The policy will cover all of Licensee's
employees, regardless of whether such coverage is optional under the law of that state(s).
■ Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease
policy limit, $500,000 by disease each employee.
b. The policy will include contain the following endorsements or language, which shall be indicated on or
attached to the certificate of insurance:
■ Waiver of subrogation in favor of and acceptable to Licensor.
15.4 Railroad Protective Liability Insurance. The policy will name only Licensor as the Insured and will provide
coverage of at least$2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained
under this policy shall only be effective during the initial installationand/or construction of the Trail. THE
CONSTRUCTION OF THE TRAIL SHALL BE COMPLETED WITHIN ONE(1)YEAR OF THE EFFECTIVE
DATE. If further maintenance of the Trail is needed at a later date,an additional Railroad Protective Liability
Insurance Policy shall be required. The policy will be issued on a standard ISO form CG 00 35 12 04 and
include the following:
■ Endorsed to include the Pollution Exclusion Amendment.
■ Endorsed to include the Limited Seepage and Pollution Endorsement.
■ Endorsed to remove any exclusion for punitive damages.
■ Endorsed to include Evacuation Expense Coverage Endorsement.
■ No other endorsements restricting coverage may be added.
■ The original policy must be provided to Licensor and Licensee shall not perform any work or services
of any kind under this agreement until Licensor has reviewed and approved the policy.
■ The definition of"Physical Damage to Property"will be endorsed to read: "means direct and accidental
loss of or damage to all property owned by any named insured and all property in any named insured's
care, custody and control (including, but not limited to rolling stock and their contents, mechanical
construction equipment or motive power equipment, railroad tracks, roadbeds, catenaries, signals,
tunnels, bridges and buildings) arising out of the acts or omissions of the contractor named on the
Declarations."
In lieu of providing a Railroad Protective Liability Policy,for a period of one(1)year from the Effective Date,
Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to
Licensee or its contractor. The limits of coverage are the same as above. The cost is$4,705.30.
❑ License may elect to participate in Licensor's Blanket Policy;
❑ Licensee declines to participate in Licensor's Blanket Policy.
6 Form 419;Rev.20180905
Tracking 17-57607
15.5 Other Requirements:
15.5.1 Where allowable by law, no exclusion for punitive damages may be included in any policy.
15.5.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against
Licensor. In addition, Licensee's insurers, through the terms of the policy or policy endorsement,
waive their right of subrogation against Licensor for all claims and suits. Licensee further waives
its right of recovery, and its insurers also waive their right of subrogation against Licensor for loss
of Licensee's owned or leased property or property under Licensee's care, custody, or control.
15.5.3 Allocated Loss Expense, including but not limited to defense costs and expenses,will be in addition
to all policy limits for coverage under the insurance requirements.
15.5.4 Licensee is not allowed to self-insure without the prior written consent of Licensor. If Licensor
allows Licensee to self-insure, Licensee shall directly cover any self-insured retention or other
financial responsibility for claims in lieu of insurance. Any and all Licensor liabilities that would
otherwise be covered by Licensee's insurance in accordance with the provisions of this agreement,
will be covered as if Licensee elected not to include a self-insured retention or other financial
responsibility for claims.
15.5.5 Prior to entering the Premises or commencing any work related to the installation or subsequent
maintenance of the Trail, Licensee shall furnish to Licensor an acceptable certificate(s)of insurance
from an authorized representative evidencing the required coverage(s), endorsements, and
amendments.
15.5.6 Licensee agrees to provide evidence to Licensor that it has the required coverage in place at least
annually or in the event of a renewal or material change of coverage.
15.5.7 Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or
with a current Best's Guide Rating of A-and Class VII or better, and authorized to do business in
the state(s) in which the service is to be provided.
15.5.8 If the coverage provided by any of the insurance policies required by this agreement is purchased
on a"claims made"basis, Licensee hereby agrees to maintain coverage in force for a minimum of
three years after expiration, cancellation or termination of this agreement.
15.5.9 Licensee agrees to provide evidence to Licensor that it has the required coverage in place at least
annually or in the event of a renewal or material change of coverage.
15.5.10 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance
agent(s)/broker(s), and that Licensee has instructed them to procure the insurance coverage
required by this License.
15.5.11 Not more frequently than once every five years, Licensor may, at its discretion, reasonably modify
the insurance requirements to reflect the then-current risk management practices in the railroad
industry and underwriting practices in the insurance industry.
15.5.12 If Licensee will subcontract any portion of the operation, Licensee shall require that the
subcontractor provide and maintain insurance coverage(s)as set forth herein, naming Licensor as
an additional insured. In addition Licensee shall require that the subcontractor shall release,defend
and indemnify Licensee to the same extent and under the same terms and conditions as Licensee
is required to release, defend and indemnify Licensor under this agreement.
15.5.13 Failure to provide evidence as required by this section shall entitle, but not require, Licensor to
terminate this License immediately. Acceptance of a certificate that does not comply with this
section shall not operate as a waiver of Licensee's obligations hereunder.
15.5.14 The fact that Licensee obtains insurance (including, without limitation, self-insurance) shall not
release or diminish Licensee's liabilities or obligations including,without limitation,the liabilities and
7 Form 419;Rev.20180905
Tracking 17-57607
obligations under the indemnity provisions of the License. Damages recoverable by Licensor shall
not be limited by the amount of the required insurance coverage.
15.5.15 In the event of a claim or lawsuit involving Licensor arising out of this agreement, Licensee will
make the policy covering such claims or lawsuits available to Licensor.
15.5.16 If Licensee maintains broader coverage and/or higher limits than the minimum requirements in
this Agreement, Licensor requires and shall be entitled to the broader coverage and/or the higher
limits. Any available insurance proceeds in excess of the specified minimum limits of insurance
and coverage shall be available to Licensor.
15.5.17 These insurance provisions are intended to be a separate and distinct obligation on the part of the
Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby
regardless of whether or not indemnity provisions are determined to be enforceable in the
jurisdiction in which the work or services performed under this License is performed.
15.5.18 For purposes of this Section 15, Licensor shall mean'Burlington Northern Santa Fe, LLC', "BNSF
Railway Company"and the subsidiaries, successors, assigns and affiliates of each.
16. Compliance with Laws, Rules, and Regulations.
16.1 Licensee shall observe and comply with any and all laws, statutes, regulations, ordinances, orders,
covenants, restrictions, or decisions of any court of competent jurisdiction("Legal Requirements") relating
to the construction, maintenance, and use of the Trail and the use of the Premises.
16.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s)to comply with all Licensor's
applicable safety rules and regulations. Licensee must ensure that each of its employees, contractors,
agents or invitees entering upon the Premises completes the safety orientation program at the website
www.BNSFcontractor.com (the "Safety Orientation") within one (1) year prior to entering upon the
Premises. Additionally, Licensee must ensure that each and every employee of Licensee, its contractors,
agents and invitees possess a card certifying completion of the Safety Orientation prior to entering upon
the Premises. Licensee must renew the Safety Orientation annually.
16.3 Licensee shall obtain on or before the date it or its contractor enters the Premises, any and all additional
rights-of way, easements, licenses and other agreements relating to the grant of rights and interests in
and/or access to the Premises (collectively, the "Rights") and such other rights, licenses, permits,
authorizations, and approvals (including without limitation, any necessary local, state, federal or tribal
authorizations and environmental permits) that are necessary in order to permit Licensee to construct,
maintain, own and operate the Trail and otherwise to perform its obligations hereunder in accordance with
the terms and conditions hereof.
16.4 Licensee shall either require that the initial stated term of each such Rights be for a period that does not
expire, in accordance with its ordinary terms, prior to the last day of the term of this License or, if the initial
stated term of any such Right expires in accordance with its ordinary terms on a date earlier than the last
day of the term of this License, Licensee shall, at its cost, exercise any renewal rights thereunder, or
otherwise acquire such extensions, additions and/or replacements as may be necessary, in order to cause
the stated term thereof to be continued until a date that is not earlier than the last day of the term of this
License.
16.5 Upon the expiration or termination of any Right that is necessary in order for Licensee to own, operate or
use the Trail in accordance with the terms and conditions of this License, this License thereby shall
automatically expire upon such expiration or termination of the Right.
16.6. While this License is personal to Licensee and its invitees, it is recognized that the Trail may be used by
unauthorized persons, and Licensee agrees that for the purposes of this License all persons using the Trail
shall be deemed the agents or invitees of Licensee.
8 Form 419;Rev.20180905
Tracking 17-57607
17. Environmental.
17.1 Licensee shall strictly comply with all federal, state and local environmental Legal Requirements and
regulations in its use of the Premises, including,but not limited to,the Resource Conservation and Recovery
Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials
Transportation Act, and CERCLA (collectively referred to as the "Environmental Laws"). Licensee shall
not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by
Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous
substances, as defined by Environmental Laws on or about the Premises.
17.2 Licensee covenants that it will not handle or transport "hazardous waste" or"hazardous substances", as
"hazardous waste"and "hazardous substances" may now or in the future be defined by any federal, state,
or local governmental agency or body through the Trail on Licensor's property. Licensee agrees periodically
to furnish Licensor with proof, satisfactory to Licensor that Licensee is in compliance with the provisions of
this Section 17.2.
17.3 Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at(800)832-5452
of any known (i) release of hazardous substances on, from, or affecting the Premises, (ii) violation of
Environmental Laws, or (iii) inspection or inquiry by governmental authorities charged with enforcing
Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to
promptly respond to any release on or from the Premises. Licensee also shall give Licensor immediate
notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to or otherwise
cure such release or violation.
17.4 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in
any way with respect to the Trail which occurred or may occur during the term of this License, Licensor may
require Licensee, at Licensee's sole risk and expense, to take timely measures to investigate, remediate,
respond to or otherwise cure such release or violation affecting the Premises or Licensor's right-of-way.
17.5 Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known
to Licensee which create a risk of harm to persons, property or the environment and shall take whatever
action is necessary to prevent injury to persons, property or the environment arising out of such conditions
or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any
obligation whatsoever imposed on it by this License. Licensee shall promptly respond to Licensor's request
for information regarding said conditions or activities.
DISCLAIMER OF WARRANTIES
18. No Warranties.
18.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS
LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR
IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR
OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY WAIVES ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED,WITH RESPECT TO THE PREMISES OR WHICH MAY EXIST
BY OPERATION OF LAW OR IN EQUITY, INCLUDING,WITHOUT LIMITATION,ANY WARRANTY OF
MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
18.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS
OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER RIGHTS GRANTED
HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S
CONSTRUCTION, MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE TRAIL WILL
VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD PARTIES,
INCLUDING,WITHOUT LIMITATION,ANY LEASES, USE RIGHTS, EASEMENTS AND LIENS OF ANY
THIRD PARTY.
19. Disclaimer of Warranty for Quiet Enioyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PREMISES
NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO
COVENANT OF QUIET ENJOYMENT IS MADE.
9 Form 419;Rev.20180905
Tracking 17-57607
20. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or claiming
any interest in the Premises, or by the abandonment by Licensor of the affected rail corridor, Licensor shall not be
liable(i)to refund Licensee any compensation paid hereunder, except for the pro-rata part of any recurring charge
paid in advance, or(ii)for any damage Licensee sustains in connection with the eviction.
LIENS AND TAXES
21. Liens and Charges. Licensee shall promptly pay and discharge any and all liens arising out of any construction,
alterations or repairs done,suffered or permitted to be done by Licensee on Premises.Licensor is hereby authorized
to post any notices or take any other action upon or with respect to Premises that is or may be permitted by law to
prevent the attachment of any such liens to Premises; provided, however, that failure of Licensor to take any such
action shall not relieve Licensee of any obligation or liability under this Section 21 or any other Section of this
License.
22. Taxes. Licensee shall pay when due any taxes, assessments or other charges (collectively, "Taxes"-levied or
assessed by any governmental or quasi-governmental body upon the Trail or any other improvements constructed
or installed on the Premises by or for Licensee(collectively,the"Improvements")or any Taxes levied or assessed
against Licensor or the Premises that are attributable to the Improvements.
DEFAULT,TERMINATION,AND SURRENDER
23. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide
evidence of insurance as required pursuant to the terms of Section 15,the following events are also deemed to be
events of default pursuant to which Licensor has the right to terminate as set forth below:
23.1 If default shall be made in any of Licensee's covenants,agreements,or obligations contained in this License
and Licensee fails to cure said default within thirty(30)days after written notice is provided to Licensee by
Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor
may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee.
Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if
Licensee fails to provide evidence of insurance as required in Section 15.
23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting
of hazardous waste or hazardous material, notwithstanding anything contained in any other provision of
this License, Licensor may,at its option,terminate this License by serving five(5)days'notice of termination
upon Licensee.
23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this
License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability
to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to,
and not in limitation of, any other remedies that Licensor may have at law or in equity.
23.4 In addition to and not in limitation of Licensor's rights to terminate this'License for failure to provide evidence
of insurance or occurrence of defaults as described above,this License may be terminated by either party,
at any time, by serving thirty(30)days'written notice of termination upon the other party. Such termination
shall not release either party hereto from any liability or obligation under the License, whether of indemnity
or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or
thereafter in case by the terms of the License it is provided that anything shall or may be done after
termination hereof.
24. Surrender of the Premises.
24.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost and
expense:
24.1.1 if so directed by Licensor in writing, remove the Improvements;
10 Form 419;Rev.20180905
Tracking 17-57607
24.1.2 report and restore any damage to the Premises or Licensor's other property arising from, growing
out of, or connected with Licensee's use of the Premises;
24.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee; and
24.1.4 leave the Premises in substantially the condition which existed as of the Effective Date.
24.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to Licensor
or if Licensee fails to complete its obligations under Section 24.1 above (the "Restoration Obligations"),
Licensee shall have a limited license to enter upon the Premises solely to the extent necessary for Licensee
to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder shall
continue in effect until the Premises are surrendered and the Restoration Obligations are completed.
Neither termination nor expiration shall release Licensee from any liability or obligation under this License,
whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date
of termination, or, if later, the date when Licensee surrenders the Premises and all of the Restoration
Obligations are completed.
24.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of such
termination of its tenancy, then Licensor may, at its election, either: (i) remove the Electric Supply Line and
the other Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty
(30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to
Licensee, take and hold the Electric Supply Line and the other Improvements and personal property as its
sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's
obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so restore.
Further, if Licensor has consented to the Electric Supply Line and the other Improvements remaining on
the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in a form
acceptable to Licensor conveying the Electric Supply Line and the other Improvements to Licensor for no
additional consideration.
MISCELLANEOUS
25. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of, and
be enforceable by the respective successors and assigns of Licensor and Licensee to the same extent as if each
such successor and assign was named a party to this License.
26. Assignment.
26.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or interest
herein (either voluntarily or by operation of law, merger, or otherwise) without the prior written consent of
Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted
assignment by Licensee in violation of this Section 26 shall be a breach of this License and, in addition,
shall be voidable by Licensor in its sole and absolute discretion.
26.2 For purposes of this Section 26, the word"assign"shall include without limitation (a)any sale of the equity
interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale
own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity
interests of Licensee, (b)any sale of all or substantially all of the assets of(i) Licensee and (ii)to the extent
such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization,
recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any
reorganization, recapitalization, merger or consolidation following which the equity interest holders of
Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly
or indirectly, at least 50% of the combined voting power of the outstanding voting equity interests of
Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger
or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND
WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN
LICENSOR'S SOLE DISCRETION.
26.3 Notwithstanding the provisions of Section 26.1 above or anything contained in this License to the contrary,
if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of
11 Form 419;Rev.20180905
Tracking 17-57607
the provisions of this License (a"Purported Assignment")to another party (a "Purported Transferee"),
the Purported Transferee's enjoyment of the rights and privileges granted under this License shall be
deemed to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this
License, including but not limited to the obligation to comply with the provisions of Section 15 above
concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee,for itself,
its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any
nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related
to(in whole or in part) a Purported Assignment.
26.4 The provisions of this Section 26 shall survive the expiration or earlier termination of this License.
27. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other
shall be in writing and the same shall be given and shall be deemed to have been served and given if(i) placed in
the United States mail,certified, return receipt requested,or(ii)deposited into the custody of a nationally recognized
overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to
such other address as the party to be notified may designate by giving the other party no less than thirty(30)days'
advance written notice of such change in address.
If to Licensor: Jones Lang LaSalle Brokerage, Inc.
4200 Buckingham Rd., Suite 110
Fort Worth, TX 76155
Attn: Permits/Licenses
with a copy to: BNSF Railway Company
2301 Lou Menk Dr., GOB-3W
Fort Worth, TX 76131
Attn: Senior Manager Real Estate
If to Licensee: Platte County
415 3rd Street
Platte City, MO 64079
28. Survival. Neither termination nor expiration will release either party from any liability or obligation under this License,
whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of
termination or expiration, or, if later, the date when the Trail and the other Improvements are removed and the
Premises are restored to its condition as of the Effective Date.
29. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public
record.
30. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be
decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions.
31. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held
to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or
invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License.
32. Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all
matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the
parties hereto relating to Licensee's use of the Premises as described herein. However, nothing herein is intended
to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in
any prior written agreement between the parties.
33. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements of
Licensee herein contained shall be the joint and several covenants and agreements of such parties.
34. Waiver. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right
of Licensor to enforce that provision for any subsequent breach thereof.
12 Form 419;Rev.20180905
Tracking 17-57607
35. Interpretation.
35.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based
upon the source of the draftsmanship; both parties hereby agree that this License shall not be subject to
the principle that a contract would be construed against the party which drafted the same. Article titles,
headings to sections and paragraphs and the table of contents (if any) are inserted for convenience of
reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The
exhibit or exhibits referred to herein shall be construed with and as an integral part of this License to the
same extent as if they were set forth verbatim herein.
35.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without limitation"
whether or not they are in fact followed by such words or words of like import; "writing", "written" and
comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible
form; references to any person are also to that person's successors and permitted assigns; "hereof',
"herein", "hereunder" and comparable terms refer to the entirety hereof and not to any particular article,
section, or other subdivision hereof or attachment hereto; references to any gender include references to
the masculine or feminine as the context requires; references to the plural include the singular and vice
versa; and references to this License or other documents are as amended, modified or supplemented from
time to time.
36. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all purposes, be
deemed an original but which together shall constitute one and the same instrument, and the signature pages from
any counterpart may be appended to any other counterpart to assemble fully executed documents,and counterparts
of this License may also be exchanged via email or electronic facsimile machines and any email or electronic
facsimile of any party's signature shall be deemed to be an original signature for all purposes.
37. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF Railway
Company.
END OF PAGE—SIGNATURE PAGE FOLLOWS
13 Form 419;Rev.20180905
Tracking 17-57607
This License has been duly executed by the parties hereto as of the date below each party's signature; to be
effective, however, as of the Effective Date.
LICENSOR:
BNSF Railway Company, a Delaware corporation
By: 2301 Lou Menk Dr.
GOB -3W
Fort Worth, TX 76131
By:
Name: Blaine Bilderback
Title: Director Real Estate
Date:
LICENSEE:
Platte County
By:
Name:
Title:
Date:
14 Form 419;Rev.20180905
PLATTE COUNTY COMMISSION
RON SCHIEBER DAGMAR WOOD JOHN ELLIOTT
PRESIDING COMMISSIONER IST DISTRICT COMMISSIONER 2ND DISTRICT COMMISSIONER
197b
1
COUNTY COMMISSION ORDER: 2020 - CO- 129
Department: Parks & Recreation Prepared by: Daniel Erickson
This agreement is made and entered into this 3rd day of August, 2020 between the City of
Riverside, Missouri, the City of Parkville, Missouri, and Platte County, Missouri.
WHEREAS, municipalities, counties, and other entities in the Kansas City metropolitan area
are engaged in the efforts to establish a recreational trail along the Missouri River and running
through multiple areas governed by multiple local governments, and
WHEREAS, the parties have all deemed is a high priority to develop recreational facilities to
meet the needs of city and county residents, and
WHEREAS, the parties in cooperation with other entities, are engaged in the planning of a
pedestrian and bicycling shared use path known as the Missouri Riverfront Trail, Riverside
Parkville Connector Project, and
WHEREAS, the proposal for the Project includes the planning, engineering, construction, and
maintenance of the pedestrian and bicycling shared use path on lands and easements/permits
acquired by the parties, and
WHEREAS, the parties desire to enter into this Agreement to address the duties and
responsibilities of the parties hereto with regard to the cnscturcton, operation, and
maintenance of the projects.
Budget Impact:
APPROVED BY THE COUNTY COMMISSION OF PLATTE COUNTY, MISSOURI, ON
THIS 3,d DAY OF AUGUST, 2020.
�A
Ron Schi `b r
t;„ 1 Presiding Commissioner
r .
ATTEST: a Dagma od
'"'`s 1 st District Commissioner
Nancy Joh E liott
Count Cler 2nd District Commissioner
Commission Order. 415 Third Street,Rm 210■Platte City,Missouri 64079 Platte County Clerk
Rev. 11.06.18 Phone:(816)858-2232■Fax:(816)858-3329 0 www.co.platte.mo.us Page 1 of 1
MISSOURI RIVERFRONT TRAIL
CONSTRUCTION, MAINTENANCE & USE AGREEMENT
THIS AGREEMENT is made and entered into this 3—d day of ,,�O_V,
by and between the City of Riverside, Missouri, a fourth-class city ("Rivers de"), the City of
Parkville, Missouri, a fourth-class city ("Parkville") and Platte County, Missouri, a first-class
county("County"), collectively known as the parties to this Agreement("Parties").
WHEREAS, municipalities, counties and other entities in the Kansas City metropolitan
area are engaged in efforts to establish a recreational trail along the Missouri River and running
through multiple areas governed by multiple local governments, and
WHEREAS,The Parties have all deemed it a high priority to develop recreational facilities
to meet the needs of city and county residents, and
WHEREAS, The Parties in cooperation with other entities, are engaged in the planning of
a pedestrian and bicycling shared use path known as the Missouri Riverfront Trail, Riverside
Parkville Connector Project(the"Project"),
WHEREAS, the proposal for the Project includes the planning, engineering, construction
and maintenance of the pedestrian and bicycling shared use path on lands and easements/permits
acquired by the Parties, and
WHEREAS, The Parties desire to enter into this Agreement to address the duties and
responsibilities of the Parties hereto with regard to the construction, operation and maintenance of
the Project,
IN CONSIDERATION OF the mutual promises, covenants, and agreements herein
contained, the adequacy and sufficiency of which are hereby acknowledged, the parties do
mutually promise, covenant and agree to the following:
1. Term. This Agreement shall remain in effect until amended or terminated by written
consent of the Parties. The Agreement may be amended at any time by mutual written
agreement of the Parties, including amendments for future extensions of the Missouri
Riverfront Trail by mutual written agreement of the County and respective city for which
future extensions may be agreed upon.
The Agreement may be terminated by any of the Parties by giving the other parties no less
than twelve(12)months written notice of intent to terminate the Agreement.
2. Project Purpose and Scope. The purpose of the Missouri Riverfront Trail, Riverside
Parkville Connector Project is to develop a pedestrian and bicycling shared use path for
public recreational and alternative transportation use. Project shall connect the existing
sections of the Missouri Riverfront Trail in Riverside and Parkville's English Landing Park.
1
The scope of the Project shall include the development of a paved trail and related
improvements as generally described on Exhibit 1, Project Locator Map, and as required
through Parties Easement Agreement, Exhibit 2, attached hereto and any other Project
related improvements as agreed upon by the Parties. The Project may be built in phases
upon lands and easements/permits currently owned and or controlled by the Parties or
additional lands or easements/permits acquired by the Parties for the purpose of Project.
3. Project Planning and Engineering. The Parties shall cooperate with respect to the
planning and engineering of the Project. Preliminary designs, final designs, construction
documents, and as-built documents shall be created for the Project. Riverside, Parkville,
and County shall each individually review and approve all final design and construction
documents before Project construction may begin.
County shall be responsible for all costs related to Project planning and engineering.
4. Project Development and Construction. After approval of the final design and
construction documents for the Project, the County shall be responsible for advertising the
Project for public bid and awarding the contract for construction to the lowest and best
bidder in the sole discretion of the County. County shall be responsible for all construction
costs associated with the Project, and shall establish itself as the contact agency for all
construction service providers, including engineers and contractors under Section 3 above.
Parties acknowledge that Riverside has received grant funding for Project construction
through the Land and Water Conservation Fund and the Missouri Department of Natural
Resources. Riverside shall fulfill all grant requirements, in cooperation with the Parties,
and reimburse County for construction costs up to the amount of the awarded grant funds
(Seventy-Five Thousand Dollars).
Parties shall cooperate with respect to all permitting required for the Project.
County shall ensure that Project construction is properly inspected and materials tested for
compliance with approved Project design and construction specifications. Riverside and
Parkville officials shall have access to Project site at all times to review and inspect
construction progress.
Upon notice of completion by contractor that all required work has been completed, Parties
shall perform a final inspection of the Project. All Parties shall individually review and
approve final construction of the built Project before Project may be opened to the public
for use.
After initial Project construction,any significant modification or addition to Project or trail
easement/permit area must be mutually approved by the Parties.
2
5. Project Operation and Maintenance. Upon acceptance of the built Project Parties shall
share responsibilities for operation and ongoing maintenance of the Project as follows:
(a) Operations, Maintenance, and Programming. Riverside and Parkville shall be
responsible for all operation and maintenance of the Project within their respective
city limits. Cities shall ensure that all invoices, bills or other demands for payment
related to operation and maintenance are addressed to the cities at their respective
main offices. Such operation and maintenance under this Section shall consist of
any necessary activity to ensure an aesthetically pleasing, safe and secure
environment for trail users including the following:
(i) Grounds maintenance, mowing and vegetation control: Grass and other
vegetation within the easement/permit area shall be mowed and trimmed
on a regular basis, consistent with mowing and trimming practices for
other sections of the trail within the respective cities. Erosion areas shall
be filled and re-seeded. Surface areas covered with rock or non-vegetative
ground cover shall be kept free of weeds and debris.
(ii) Trees: Trees shall be pruned to prevent low,damaged, or dead limbs from
the trail use area by each city within their respective city limits.
(iii) Trail Surface: Trail surface shall be maintained to ensure a clean, clear
and suitable condition for recreational use. Repairs such as crack filling
and pothole patching shall be done as needed to keep surface smooth and
free of trip hazards by each city within their respective city limits.
(iv) Access Points and Gates: Cities shall be responsible for the maintenance
of all trail perimeter fencing, access points and gates and shall keep all in a
good condition, free of rips, tears, holes, sharp edges or foreign objects
within their respective city limits.
(v) Litter Control: Cities shall be responsible for trash and debris removal on
and near the trail within their respective city limits.
(vi) Trail signage and furnishings: Cities shall be responsible for maintenance
of any signage or trail furnishings installed along trail within their
respective city limits. Responsibilities include cleaning, painting,
repairing, and securing as needed.
(vii) Other Maintenance: Cities shall determine all other minimum
maintenance standards for the easement/permit area within their respective
city limits and will perform operations and maintenance responsibilities in
a manner consistent with the operations and maintenance of other similar
parks facilities under the ownership and control of the cities.
(viii) BNSF Maintenance Requirements: For maintenance within the permitted
area as granted by BNSF, the City of Parkville and the County will
3
comply with section 11 and 16.2 of the"License for Bicycle Path/
Pedestrian Walkway."(See Exhibit 3)
(viii) Mural: The City of Parkville and Platte County propose to install an artist
created mural as ornament to the bridge on the west side of the Project. The
mural is proposed to be created and maintained by local artists. If
maintenance of the mural becomes a burden to Parkville due to lack of
maintenance by local artists, vandalism, or any other cause, Parkville may
paint or cover over the mural.
(ix) Programming: Cities, at their sole discretion, may charge for rentals,
programs and special events held in the easement/permit area within their
respective city limits.
(b) Capital Maintenance. County shall assume and be responsible for all capital
maintenance and replacement for all Project improvements developed under this
Agreement. Capital maintenance and replacement shall include major tasks such
as resurfacing of trail paving and replacement or removal of unsafe or damaged
infrastructure that is beyond repair.
(c) Natural Disaster Preparedness and Recovery. Due to Project location fronting
the Missouri River, the trail easement/permit area may flood frequently. Parties
shall cooperate mutually with respect to natural disaster preparedness and recovery
resulting from damage to the Project, including closure of the trail easement/permit
area,post disaster clean-up,and management of state and federal assistance related
to any natural disaster damage to the Project. Cities agree to address minor flooding
events as they may occur from time to time consistent with routine maintenance
responsibilities described in Section(a)above. Cities shall be responsible for initial
debris and siltation removal resulting from natural disasters through the
commitment of in-kind manpower and equipment resources up to the County's
property insurance deductible of Twenty-Five Thousand Dollars ($25,000).
County shall be responsible for repair and restoration of Project improvements
damaged as a result of natural disasters, beyond the cities initial efforts, from
County's insurance proceeds, federal and state assistance grants,or other available
sources.
6. Trail Security. All local ordinances and/or laws for the cities and the County as applicable
to the Project site within the respective jurisdictions will be enforced by the cities and the
County. Fire suppression service and any costs related to disposable items expended or
used in fire suppression for the trail areas shall be provided by Riverside and the South
Platte Fire Protection District within their respective service areas.
7. Insurance.
(a) The Cites shall secure commercial general liability insurance policies for coverage
of the injuries and damage for which the Parties, as political subdivisions, are
legally obligated under Missouri Law. Each policy shall have minimum limits as
4
the Cites deem appropriate through their standard insurance provider, but in no
event shall any policy exceed the statutory maximum amount specified in Section
537.610 R.S.Mo. as of the date of this Agreement, for all claims arising out of a
single occurrence. The insurance policies shall be maintained in force during the
term of this Agreement and such insurance policies shall name specifically Cities
and County as additional insured parties. A verified copy of such insurance policy
or policies shall be sent to each party hereto, together with the Certificate(s) of
Insurance stating that the policies are in full force and effect and that the same will
not be altered, amended or terminated without ten (10)days prior written notice to
the other parties hereto.
(b) County shall secure general property insurance policies to cover damage or loss for
covered incidents through County's standard insurance provider, Midwest Public
Risk, or other provider as determined by the County.
(c) Notwithstanding anything herein to the contrary, no provision, term, or condition
in this agreement shall constitute, or be construed as, a waiver of the defenses of a
sovereign immunity, official immunity, or governmental immunity by whatever
name as set forth in Section 537.600 R.S.Mo. et seq., for any monetary amount
whatsoever, or of any other defenses, howsoever named, that are, or in the future
may become, available to the parties by statute or common law.
8. Public Use. All facilities and amenities located within trail easement/permit area will be
available to the public during normal operating hours established by the Cities consistent
with other park and recreational facilities managed by the respective Cities.
9. Project Identification. Parties agree that the Project shall be named and identified as a
continuous section of the "Missouri Riverfront Trail". Parties may agree to cooperate and
establish alternative names or references for any sub-area or alternative name for the Project
by mutual written agreement of the Parties.
10. Notice. Any notice, demand, communication, or request required or permitted hereunder
shall be in writing, except where otherwise herein designated by telephone, and delivered
in person or sent by certified, return receipt requested, via United States mail, or via
facsimile transmission, as follows:
If to Riverside: City of Riverside
2950 NW Vivion Road
Riverside Missouri 64150
Attn: City Administrator
Phone: (816) 741-3993
Fax: (816) 746-8349
5
If to Parkville: City of Parkville
8880 Clark Avenue
Parkville, Missouri 64152
Attn: City Administrator
Phone: (816) 741-7676
Fax: (816) 741-0031
If to County: Platte County, Missouri
Parks& Recreation Department
415 Third Street
Platte City, MO 64709
Attn: Director
Phone: (816) 858-3419
Fax: (816) 858-1999
Notices shall be effective when received at the address as specified above. Changes in the
addresses to which notice is to be sent may be made from time-to-time by written notice.
Facsimile transmission is acceptable notice, effective when received; however, facsimile
transmissions received (i.e., printed) after 4:30 p.m. or on weekends or holidays, will be
deemed received on the next business day. The original items which are transmitted by
facsimile equipment must also be mailed as required and provided by this Section.
11. Independence of Agreement. It is understood and agreed that nothing herein contained is
intended or should be construed as in any way establishing the relationship of co-partners
or a joint venture between any of the parties hereto,or as constituting any party as an agent,
representative or employee of the other for any purpose whatsoever.
12. Waiver. The failure of any party to at any time to require performance by another party of
any provision hereof shall in no way affect the right of the non-requiring party thereafter to
enforce same. No waiver shall be effective unless in writing. Nor shall waiver by any party
of any breach of any provision hereof be taken or held to be a waiver of any succeeding
breach of such provision or as a waiver of any provision itself.
13. Laws to Govern. This Agreement shall be governed by the laws of the State of Missouri
both as to interpretation and performance. Any and all legal action necessary to enforce
this Agreement will be held in Platte County, Missouri, and the Agreement will be
interpreted according to the laws of the State of Missouri.
14. Compliance with Laws. Each party hereto shall conduct its operations and perform its
duties under this Agreement in compliance with all applicable Federal, State and local laws,
ordinances, orders and regulations.
15. Severability. If any provision of this Agreement shall be declared illegal, void or
unenforceable by a court of competent jurisdiction,the other provisions shall not be affected
but shall remain in full force and effect.
6
16. Assignment and Subletting. No party shall make any assignment of this Agreement or
any right or obligation occurring under this Agreement in whole or in part without the
express written consent of all Parties hereto. The Parties hereto shall have full discretion to
approve or deny, with or without cause, any proposed or actual assignment of this
Agreement. Any assignment of this Agreement made without the express written consent
of all parties hereto shall be null and void and shall be grounds for immediate termination,
notwithstanding the termination notice provisions described in Section 1 above.
17. Modification. This Agreement constitutes the entire Agreement and understanding
between the Parties, and it shall not be considered modified, altered, changed or amended
in any respect unless in writing and signed by the Parties hereto.
18. Additional Provisions. This Agreement has been negotiated, executed, accepted and
entered into in the State of Missouri. Paragraph headings herein have no legal significance.
When the context hereof requires, the use of any gender includes all genders, and the
singular includes the plural, and,vice versa. All parties signing in a representative capacity
warrant that they have all requisite authority to enter into this Agreement and consummate
the transaction herein contemplated. No inference in favor of or against any party shall be
drawn from such party having been the party to draft any portion hereof.
7
IN WITNESS WHEREOF, the Cities, acting by and through their respective Board of
Aldermen, the County, acting by and through its County Commission, have authorized this
Agreement to be executed the day and year first written above.
CIT OF RIVERSIDE, I OURI
Ma r
Attest:
City Clerk
CITY F PARKVILLE, MISSOURI
GITY
May
o PLATTE y
COUNTY < - Attest:
-'. MISSOURI •'r City Clerk
PLATTE T MISSOURI
Presi Commis ner
2 a�Lc
Attest
County C k
Appr a forma I•
e�.as
County Counselor
8