Form PPL-CLX-09-2020 Permit No. SJVR250331398
OCCUPANCY LICENSE AGREEMENT
This Agreement (“Agreement”) made this day of ______________, 20__, by and between San Joaquin Valley Railroad Co. (“LICENSOR”), whose address is C/O Genesee & Wyoming Railroad Services, Inc., 13901 Sutton Park Dr.
South, Suite 270, Jacksonville, FL 32224, and City of Bakersfield (“LICENSEE”), whose address is 1600 Truxtun Avenue, Bakersfield, CA 93301.
WHEREAS, LICENSEE has submitted a written request or application to LICENSOR requesting permission to occupy LICENSOR’S property located at or near the location specified in Section 1 below; and
WHEREAS, LICENSOR is willing to grant to LICENSEE the limited right to occupy LICENSOR’S property for the limited purpose described herein.
NOW THEREFORE, in consideration of these promises, the Agreement herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Section 1. LOCATION/DESCRIPTION.
1.1 LICENSOR hereby conveys to LICENSEE a license (“Occupancy”) to operate upon, along or across LICENSOR’S property as indicated below:
A. ( ) above ground ( X ) below ground
B. ( X ) water pipeline ( ) sewer pipeline ( ) stormwater pipeline ( ) cable tv wireline ( ) fiber optic wireline
( ) communications wireline ( ) power wireline
located at or near Mile Post 111.56, LANDCO Subdivision, Latitude: 35.404713, Longitude: -119.050186, at or near BAKERSFIELD, County of KERN, State of CA. Nothing herein contained shall be construed as conferring any property right on LICENSEE.
1.2 Said Occupancy to be located and described as follows:
UNDERGROUND WATER PIPELINE - 12" CARRIER, 24" CASING including necessary appurtenances , structures and other related fixtures, equipment, marker posts or electric power (“LICENSEE’S Facilities”), placed as shown on Exhibit A attached hereto and made a part hereof. LICENSEE’S Facilities are subordinated to all matters of record.
LICENSOR reserves the right to use the area three (3) feet below ground level and to enter LICENSEE’S Facilities for construction and maintenance of LICENSOR’S property.
Section 2. USE/PURPOSE/OWNERSHIP.
2.1 LICENSEE’S Facilities shall be installed to the satisfaction and approval of LICENSOR’S Engineer and all costs of LICENSOR’S Engineer and other technicians or professional consultants as may be required from time to time shall be borne by LICENSEE.
2.2 LICENSEE hereby agrees to reimburse LICENSOR for any and all expenses LICENSOR may incur or be subjected to, or in consequence of, the planning, negotiation, installation, construction, location, changing, alteration, relocation, operati on or renewal of said Facilities, within thirty (30) days after receipt of LICENSOR’S invoice for payment.
Section 3. FEE.
Said Agreement and Occupancy is granted contingent upon payment to LICENSOR of an annual fee of $900. LICENSEE shall also submit a one-time agreement processing fee of $1000, engineering review fee of $2250 and a contractor right of entry fee of $1750, which shall be covered by a separate agreement known as CONTRACTOR RIGHT OF ENTRY LICENSE AGREEMENT. LICENSOR reserves the right to adjust the annual fee on each anniversary date of this Agreement, or at such other times as conditions warrant. Billing or acceptance by LICENSOR of any annual fee shall not imply a definite term or otherwise restrict either party from canceling this Agreement as herein provided.
Form PPL-CLX-09-2020 Permit No. SJVR250331398
Section 4. TERM/TERMINATION.
This Agreement shall continue in force indefinitely from and after the date hereof, subject, however, to the right of either party to terminate this Agreement as to the Occupancy or LICENSEE’S Facilities, or any part of LICENSEE’S Facilities, at any time, upon giving the other party thirty (30) days’ notice in writing of its desire to terminate this Agreement , and indicating in said notice the extent of said facilities and facilities to which such termination shall apply. Notwithstanding the foregoin g, in the event that (i) the use of the Occupancy as set forth above in Sections 1 and 2 is materially changed, (ii) LICENSEE’S Facilities are removed, or (iii) LICENSEE defaults on a material obligation hereunder and such default is not cured within 30 days after receipt of written notice from LICENSOR describing such default (or such longer cure period as determined in LICENSOR’S sole discretion), this Agreement shall automatically terminate. When this Agreement shall be terminated as to LICENSEE’S Facilities, or as to any part thereof, LICENSEE within thirty (30) days’ after the expiration of the time stated i n said termination notice, agrees at LICENSEE’S own risk and sole expense to remove LICENSEE’S Facilities from the property of LICENSOR, or such portion thereof as LICENSOR shall require removed, and to restore LICENSOR premises and property to a neat and safe condition to the satisfaction of LICENSOR’S designated Engineer or Representative, and if LICENSEE shall fail to do so within said time, LICENSOR shall have the right, but not the duty, to remove and restore the same, at the risk and expense of LICENSEE. If this Agreement shall be terminated without cause by LICENSOR pursuant to this Section 4, and LICENSEE has complied with all of the terms and conditions of this Agreement, then LICENSOR shall refund to LICENSEE the unearned portion of the annual fee paid in advance (prorated on a monthly basis).
Section 5. INDEMNITY/LIABILITY.
5.1. LICENSOR, ITS PARENTS, AFFILIATES AND SUBSIDIARIES, AND THE RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS AND EMPLOYEES OF EACH (HEREINAFTER COLLECTIVELY THE “ LICENSOR INDEMNITEES”), SHALL not be responsible for any damage to LICENSEE’S Facilities at any time while this Agreement is in effect.
5.2 (a) LICENSEE HEREBY AGREES TO INDEMNIFY, SAVE, HOLD HARMLESS AND DEFEND THE LICENSOR
INDEMNITEES FROM AND AGAINST (I) INJURY TO OR DEATH OF ANY PERSON OR PERSONS WHOMSOEVER,
INCLUDING BUT NOT LIMITED TO THE AGENTS, EMPLOYEES OR CONTRACTOR(S) OF THE PARTIES
HERETO, AND ( II) THE LOSS OR DAMAGE TO ANY PROPERTY WHATSOEVER, INCLUDING PROPERTY
CLAIMS, DEMANDS, SUITS, JUDGMENTS OR EXPENSES INCURRED IN CONNECTION THEREWITH ,
RESULTING FROM OR ARISING OUT OF THE ACTS OR OMISSIONS OF LICENSEE, ITS AGENTS, EMPLOYEES
OR CONTRACTOR(S), OR RESULTING FROM, ARISING OUT OF, OR OCCURRING IN CONNECTION WITH THE
ENTRY OR PRESENCE OF LICENSEE, ITS AGENTS, EMPLOYEES OR CONTRACTOR(S) ON THE PROPERTY, OR
RESULTING FROM, ARISING OUT OF, OR OCCURRING IN CONNECTION WITH THE PERFORMANCE OR
EXECUTION OF ANY WORK PERFORMED UNDER THIS AGREEMENT OR INCIDENTAL THERETO , INCLUDING BUT NOT LIMITED TO THE USE AND OCCUPANCY OF LICENSEE’S FACILITIES BY LICENSEE, ITS PERMITTEES, INVITEES OR ANY OTHER PERSON OR ENTITY. THE INDEMNITIES PROVIDED IN THIS SECTION 5 ARE SPECIFICALLY MEANT TO INCLUDE INDEMNITY OF THE LICENSOR INDEMNITEES FOR THEIR OWN
ORDINARY NEGLIGENCE, EVEN IF THE INJURY OR DAMAGE IS CAUSED ENTIRELY BY THE ORDINARY
NEGLIGENCE OF THE LICENSOR INDEMNITEES AND THERE IS NO NEGLIGENCE OR FAULT ON THE PART OF LICENSEE. LICENSEE’S INDEMNITY OBLIGATIONS IN THIS SECTION 5 SHALL NOT BE LIMITED IN ANY WAY
BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS AVAILABLE UNDER WORKERS’ OR WORKMEN’S COMPENSATION ACTS, DISABILITY ACTS OR EMPLOYEE BENEFITS ACTS.
(b) THE PARTIES ACKNOWLEDGE THAT THE USE OF LICENSOR’S PREMISES IS FOR THE SOLE
CONVENIENCE OF LICENSEE AND THAT THE LICENSOR INDEMNITEES SHALL HAVE NO DUTY TO
LICENSEE, ITS OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS TO PROVIDE A REASONABLY SAFE
PLACE IN WHICH TO WORK, TO PROVIDE ADEQUATE OR SAFE METHODS AND EQUIPMENT FOR THEIR WORK OR TO INSPECT OR MAINTAIN LICENSEE’S FACILITIES FOR SAID SAFE METHODS AND WORK EQUIPMENT NOR TO GIVE ANY WARNINGS OR OTHER NOTICES TO LICENSEE’S EMPLOYEES OR INVITEES REGARDING SAFETY EITHER OF LICENSEE’S FACILITIES AND RELATED WORKPLACE OR LICENSOR’S
PROXIMATE RAILROAD OPERATIONS AND THAT ALL SUCH DUTIES SHALL BE ASSUMED BY LICENSEE
WHO FURTHER AGREES TO DEFEND AND HOLD HARMLESS THE LICENSOR INDEMNITEES FROM ANY AND ALL CLAIMS ALLEGING ANY FAILURE TO PERFORM SAID DUTIES.
Form PPL-CLX-09-2020 Permit No. SJVR250331398
(c) IN NO EVENT UNDER THIS AGREEMENT WILL THE LICENSOR INDEMNITEES HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES . THE TERM “LICENSOR INDEMNITEES” AS USED IN THIS SECTION 5 SHALL INCLUDE ANY OTHER RAILROAD COMPANY THAT MAY
BE LAWFULLY OPERATING UPON AND OVER THE TRACKS, OR THE TRACKS CROSSING OR ADJACENT TO THE TRACKS, AND THE OFFICERS, AGENTS, INVITEES AND EMPLOYEES THEREOF .
Section 6. RESERVED.
Section 7. RESERVED.
Section 8. ASSIGNMENT.
Neither this Agreement nor the Occupancy herein granted may be transferred, assigned or sublet to another party not a signatory hereto without the prior written approval of LICENSOR. Upon approval by LICENSOR, LICENSEE shall satisfy any applicable transfer of rights or assignment fees in effect at that time.
This Agreement or Occupancy herein granted may not be transferred, assigned or sublet to another party not a signatory hereto without the prior written approval of LICENSOR. Said approval by LICENSOR, subject to LICENSEE’S satisfaction of applicable transfer of rights or assignment fees in effect at that time, shall not be unreasonably withheld.
Section 9. ENVIRONMENTAL/HAZARDOUS MATERIALS.
LICENSOR may, at LICENSOR’S sole discretion, during the removal of LICENSEE’S Facilities in accordance with Section 9, require LICENSEE to conduct an environmental appraisal and report of the property formerly occupied by LICENSEE’S Facilities at LICENSEE’S sole cost and expense. All reports shall be prepared by a LICENSOR approved environmental consultant, to determine if LICENSOR’S property has been environmentally impacted by the Occupancy. All environmental reports, which are prepared subject to this clause, shall be immediately available to LICENSOR by LICENSEE and shall be treated as confidential information by the parties unless disclosure of such environmental reports is required by law. This clause shall survive termination of this Agreement.
Section 10. NOTIFICATION.
In the case of emergency repairs, LICENSEE shall contact LICENSOR by calling LICENSOR’s emergency number at (866) 527-3499 in order to obtain LICENSOR’S consent prior to entering LICENSOR’s property.
Section 11. RESERVED.
Section 12. ALTERATIONS/REPAIRS.
12.1 In the event LICENSEE desires to make changes in the physical or operational characteristics of the Occupancy, LICENSEE shall first obtain in writing the consent and approval of LICENSOR.
12.2 Any entry onto LICENSOR’S property by LICENSEE its employees, agents, representatives or contractors after LICENSEE’S Facilities have initially been constructed shall occur only upon obtaining LICENSOR’S consent pursuant to Section 12 herein, if required, and entering into an additional CONTRACTOR RIGHT OF ENTRY LICENSE AGREEMENT with LICENSOR prior to entry. LICENSEE agrees that any physical or operational changes that LICENSEE desires to make shall be made at LICENSEE’S sole risk, cost and expense and subject to all the terms, covenants conditions and limitation of this Agreement. Any “flagging” services determined at LICENSOR’s sole discretion to be necessary shall be at LICENSEE’S sole cost and expense.
Section 13. RESERVED.
Section 14. INSURANCE.
LICENSEE agrees to comply with the INSURANCE REQUIREMENTS, attached hereto as Exhibit C and made a part hereof, and shall provide the required Certificate of Insurance to LICENSOR simultaneous to the execution of this Agreement.
Form PPL-CLX-09-2020 Permit No. SJVR250331398
Section 15. RESERVED.
Section 16. RESERVED.
Section 17. RESERVED.
Section 18. GOVERNMENTAL REQUIREMENTS.
18.1 LICENSEE shall comply with any and all laws, statutes, ordinances, rules, regulations, orders, decisions (collectively, the “Laws”), issued by any federal, state or municipal governmental body or agency established thereby (“Authority”), relating to the construction, maintenance, and use of the LICENSEE’s Facilities by LICENSEE and any the use of LICENSOR’S property.
18.2 LICENSEE, in its Occupancy as granted herein, shall not create or permit any condition on LICENSOR’S property that could present a threat to human health or to the environment. LICENSEE shall at all times be in full compliance with all Laws , present or future, set by any Authority, including but not limited to any, environmental laws concerning water quality (surfa ce or underground), hazardous substances and hazardous waste(s).
18.3 Should any discharge, leakage, spillage, emission or pollution of any type occur or arise on LICENSOR’S Property as a result of LICENSEE’S presence, use, operation or exercise of the rights granted herein, LICENSEE shall immediately notify LICENSOR and shall, at LICENSEE’S expense, be obligated to clean all property affected thereby, whether owned or controlled by LICENSOR or any third persons, to the satisfaction of LICENSOR (insofar as the property owned or controlled by LICENSOR is concerned) and any governmental body having jurisdiction in the matter. LICENSOR may, at is option, clean the property; if LICENSOR elects to do so, LICENSEE shall pay LICENSOR the reasonable cost of such cleanup promptly upon the receipt of a bill therefor.
18.4 LICENSEE AGREES TO RELEASE, INDEMNIFY AND DEFEND THE LICENSOR INDEMNITEES FROM AND
AGAINST ALL LIABILITY, COST AND EXPENSE (INCLUDING, WITHOUT LIMITATION, ANY FINES, PENALTIES,
JUDGMENTS, LITIGATION COSTS AND ATTORNEY FEES) INCURRED BY THE LICENSOR INDEMNITEES AS A RESULT OF LICENSEE’S BREACH OF THIS SECTION 18 REGARDLESS OF THE NEGLIGENCE OF THE LICENSOR
INDEMNITEES, EXCEPT TO THE EXTENT ANY SUCH LIABILITIES, COSTS AND EXPENSES ARE SOLELY CAUSED BY THE GROSS NEGLIGENCE OF THE LICENSOR INDEMNITEES.
Section 19. RESERVED.
Section 20. RESERVED.
Section 21. RESERVED.
Section 22. LEGAL NOTICES.
Any notice, demand, approval, consents or communication required, permitted or desired to be given hereunder shall be in writing and shall be served on the parties at the following respective addresses:
LICENSEE: City of Bakersfield
1600 Truxtun Avenue
Bakersfield, CA 93301
Attention: Contract Management
LICENSOR: San Joaquin Valley Railroad Co.
c/o Genesee & Wyoming Railroad Services, Inc.
Real Estate Department
13901 Sutton Park Drive South, Suite 270
Jacksonville, FL 32224
Form PPL-CLX-09-2020 Permit No. SJVR250331398
Copy to:
General Counsel
Genesee & Wyoming Inc.
20 West Avenue
Darien, CT 06820
[email protected]
the attention of such other person or officer, as any party may by written notice designate. Any notice, demand or communication required, permitted or desired to be given hereunder shall be sent either (a) by hand delivery, in which case notice shall be deemed received when actually delivered, (b) by prepaid certified or registered mail, return receipt requeste d, in which case notice shall be deemed received three calendar days after deposit, postage prepaid in the United States Mail, or ( c) by a nationally recognized overnight courier, in which case notice shall be deemed received one business day after deposit wi th such courier.
Section 23. SPECIAL PROVISIONS.
If required by LICENSOR, LICENSEE at its sole cost and expense, shall furnish LICENSOR with a survey drawing, showing the final exact location of said Occupancy and LICENSEE’S Facilities. The survey drawing shall indicate LICENSOR’S survey valuation station which said installation is located, and/or the position of LICENSEE’S Facilities in relation to the center line of the track and/or the centerline of the closest public street crossing said track(s). Said survey drawing to be attached to this Agreement as Exhibit B and made a part hereof.
Section 24. PRIOR AGREEMENTS.
Execution of this Agreement shall supersede and/or cancel, as of the date first above written, any and all previous agreement s, if any, related to the Occupancy and use herein described, which may exist between the parties or their predecessors.
Section 25. APPLICABLE LAW.
This Agreement shall be governed by and construed under the laws of the State of CA without regard to the choice of law provisions thereof.
Section 26. INTERPRETATION/SEVERABILITY.
To the maximum extent possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, or held to be invalid under, appli cable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidat e the remainder of such provision or any other provision of this Agreement.
Section 27. HEADINGS.
The headings of the Sections of this Agreement are inserted for convenience only and are not intended to govern, limit or aid in the construction of any term or provision of this Agreement.
Section 28. CONSTRUCTION OF TERMS. The terms of this Agreement have been arrived at after mutual negotiation and, therefore, it is the intention of the Parties that its terms not be construed against any of the Parties by reason of the fac t that it was prepared by one of the Parties.
Section 29. COUNTERPARTS.
This Agreement 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 counterparts of this Agreement may also be exchanged electronically and any electronic facsimile of any party’s signature shall be deemed to be an original signature for all purp ose.
Form PPL-CLX-09-2020 Permit No. SJVR250331398
Section 30. CONFIDENTIALITY.
The parties shall not disclose the terms of this Agreement to a third party (a) other than as required by law so long as such party required to disclose the terms of this Agreement under applicable law provides the other party with prior written notice of such requirement, or (b) as otherwise agreed in writing between the parties. Notwithstanding the foregoing, the parties may disclose the terms and conditions of the Agreement to (1) a parent, subsidiary or affiliated company; or (2) to their lawyers and consultants, including but not limited to its auditors, provided that all such parties agree to maintain the confidentiality of such information in accordance with the terms of this provision. If any party violates this paragraph, any adversely affected party may cancel this Agreement without penalty and exercise any available remedies under applicable law.
(Signature Page Follows)
Form PPL-CLX-09-2020 Permit No. SJVR250331398
THIS AGREEMENT IS hereby declared to be binding upon the parties hereto.
IN WITNESS WHEREOF, the undersigned have hereunto set their hand and seals this __________ day of _______________20__.
LICENSOR
San Joaquin Valley Railroad Co.
By: ____________________________________
Name:
Its:
LICENSEE
City of Bakersfield
By:
Name:
Its:
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.
"
CITY" “CONTRACTOR”
CITY OF BAKERSFIELD _____________________________
B
y:_______________________________ By:________________________________
KAREN GOH
Mayor Print Name: ___________________________________________ Title:______________________________
AP
PROVED AS TO CONTENT:
WATER DEPARTMENT
B
y:___________________________
KRISTINA BUDAK
Water Director
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
B
y:___________________________
MATTHEW COLLOM
Deputy City Attorney
I
nsurance:____________
C
OUNTERSIGNED:
B
y:___________________________
RANDY MCKEEGAN
Finance Director
Form PPL-CLX-09-2020 Permit No. SJVR250331398
EXHIBIT A
LICENSEE’S FACILITIES
Form PPL-CLX-09-2020 Permit No. SJVR250331398
EXHIBIT B
SURVEY
Form PPL-CLX-09-2020 Permit No. SJVR250331398
EXHIBIT C
INSURANCE REQUIREMENTS
(a) The Licensee shall, at its own cost and expense, prior to entry onto Licensor’s Property or the commencement of any work pursuant to this Agreement, procure and thereafter maintain throughout the term of this Agreement the following types and minimum amounts of insurance:
(i) The Licensee shall maintain Public Liability or Commercial General Liability Insurance (“CGL”), including Contractual Liability Coverage and CG 24 17 “Contractual Liability – Railroads” endorsement, covering all liabilities assumed by the Licensee under this Agreement, without exception or restriction of any kind, with a combined single limit of not less than Two Million Dollars ($2,000,000) for Bodily Injury and/or Property Damage Liability per occurrence, and an aggregate limit of not less than Six Million Dollars ($6,000,000) per annual policy period.
Such insurance policy shall be endorsed to provide a Waiver of Subrogation in favor of the Licensor Indemnitees and shall name the Licensor Indemnitees as Additional Insureds . An Umbrella or Excess policy may be utilized to satisfy the required limits of liability under this section but must “follow form” and afford no less coverage than the primary policy. (ii) The Licensee shall maintain Commercial Automobile Insurance for all owned, non-owned and hired vehicles with a combined single limit of not less than One Million Dollars ($1,000,000) for Bodily Injury and/or Property Damage Liability per occurrence. Such insurance policy shall be endorsed to provide a Waiver of Subrogation in favor of the Licensor Indemnitees and shall name the Licensor Indemnitees as Additional Insureds. (iii) The Licensee shall maintain Statutory Workers’ Compensation and Employers’ Liability Insurance for its employees (if any) with minimum limits of not less than One Million Dollars ($1,000,000) for Bodily Injury by Accident, Each Accident; One Million Dollars ($1,000,000) for Bodily Injury by Disease, Policy Limit; One Million Dollars ($1,000,000) for Bodily Injury by Disease, Each Employee. Such insurance policy shall be endorsed to provide a Waiver of Subrogation in favor of the Licensor Indemnitees, if applicable. (iv) Prior to any construction project within 50’ of the railroad track, the Licensee shall purchase Railroad Protective Liability Insurance naming the Licensor Indemnitees as the named insureds with limits of Two Million Dollars ($2,000,000) each occurrence and Six Million Dollars ($6,000,000) aggregate limit The policy shall be issued on a standard ISO form CG 00 35 12 03, or, if available, obtain such coverage from the Licensor.
(b) The following general insurance requirements shall apply:
(i) The specified insurance policies must be affected under standard form policies underwritten by insurers licensed in the state where work is to be performed and carry a minimum Best’s rating of “A -” and size “Class VII” or better. The Licensor reserves the right to reject as inadequate any insurance coverage provided by an insurer that is rated less than the ratings specified in this section.
(ii) All coverages shall be primary and non -contributory to any insurance coverages maintained by the Licensor Indemnitees.
(iii) All insurance policies shall be endorsed to provide the Licensor with thirty (30) days prior written notice of cancellation, non-renewal or material changes. (iv) The Licensee shall provide the Licensor with certificates of insurance evidencing the insurance coverages, terms and conditions required prior to commencement of any activities on Form PPL-CLX-09-2020 Permit No. SJVR250331398
or about the Property. Said certificates should reference this Occupancy License Agreement by agreement date and description and shall be furnished to the Licensor at the following address, or to such other address as the Licensor may hereafter specify:
San Joaquin Valley Railroad Co.
C/O Genesee & Wyoming Railroad Services, Inc.
13901 Sutton Park Drive South, Suite 270
Jacksonville, FL 32224
(v) If any policies providing the required coverages are written on a Claims -Made basis, the following shall apply:
(1) The retroactive date shall be prior to the commencement of the work;
(2) The Licensee shall maintain such policies on a continuous basis; (3) If there is a change in insurer or policies are canceled or not renewed, the Licensee shall purchase an extended reporting period of not less than three (3) years after the contract completion date; and (4) Licensee shall arrange for adequate time for reporting of any loss under this Agreement.
(c) The Licensor may require the Licensee to purchase additional insurance if the Licensor reasonably determines that the amount of insurance then being maintained by the Licensee is insufficient in light of all relevant factors. If the Licensee is required to purchase additional insurance, the Licensor will notify the Licensee. Failure of the Licensee to comply within thirty (30) days shall be considered a default subject to termination of the Agreement.
(d) Furnishing of insurance by the Licensee shall not limit the Licensee’s liability under this Agreement but shall be additional security therefor.
(e) The above indicated insurance coverages shall be enforceable by any legitimate claimant after the termination or cancellation of this Agreement, or any amendment hereto, whether by expiration of time, by operation of law or otherwise, so long as the basis of the claim against the insurance company occurred during the period of time when the Agreement was in effect and the insurance was in force. (f) Failure to provide the required insurance coverages or endorsements (including contractual liability endorsement) or adequate reporting time shall be at Licensee’s sole risk. (g) If contractors are utilized, the Licensee agrees to require all such contractors to comply with the insurance requirements of this Exhibit C and sign a separate right of entry agreement, as required by the Agreement.