Attachment B
Agreement No. 410596
410596.a
PIPE LINE CROSSING LICENSE
THIS LICENSE (“License”) shall be effective on the last date of signature set forth below (the “Effective Date”), by Santa Maria Valley Railroad, LLC (“Licensor”) and City of Santa Ma ria (“Licensee”). Licensor and Licensee may sometimes be referred to as a “Party” or collectively as the “Parties.”
WITNESSETH:
1. TERM:
This License shall take effect as of the Effective Date and, unless sooner terminated per the terms outlined in Section 10 of this License, regardless of any fee having been paid in advance for any period and without regard to any loss or damage incurred by either Party as a result of such termination or cancellation, shall continue in perpetuity. Licensor shall not execute this License until it receives a signed original or an electronic version from Licensee, and in no event is entry under this License permitted until Licensor has executed it.
2. LOCATION:
In consideration of the License Fee or other sums of money Licensee agrees to pay to Licensor, and of the covenants and agreements of Licensee as set forth in this License, Licensor hereby grants a license and permission to Licensee to construct, install, use, maintain, repair, relocate, operate and replace a Pipe Line, as more particularly described in Licensee ’s application, marked Exhibit “A”, attached to this License and made a part of it by this reference, situated on, across, along or over Licensor ’s property at or near the City of Santa Maria, County of Santa Barbara, and State of California (the “Premises”). The term Pipe Line shall be deemed to mean the actual line(s) and any and all appurtenances and that portion of Licensor ’s property, in so far as they relate to said Pipe Line. The location of the Pipe Line is generally described as follows:
One, 48” (inch) diameter, sanitary sewer Pipe Line in a 54” (inch) diameter casing, crossing Licensor’s property at or near Mile Post No. 6.92, Latitude 34.935491, Longitude - 120.467651 as shown on Exhibit “B”.
3. LICENSE FEE:
A. As condsideration for this License and use of the Premises, Licensee shall pay to Licensor as a “License Fee” the lump sum of twenty five thousand dollars (USD $25,000.00), payable in advance on or prior to the Effective Date of this License. Licensee shall pay to Licensor any and all sales tax, if any and if applicable, which may occur as a result of the payment of the above license or other fees payable under this License.
4. SPECIFICATIONS:
A. The Pipe Line shall be constructed, installed, used, maintained, repaired and operated in strict accordance with any and all current requirements and specifications adopted by the American Railway Engineering and Maintenance of Way Association, and in compl iance with any and all law, statute, regulation or order of any federal, state or municipal governmental body or any agency thereof or created thereby (collectively, “Laws”). Provided however, that all materials and workmanship employed in the construction, installation, use, maintenance, repair and operation of the Pipe Line shall be subject Attachment B
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to the approval of the Licensor’s Chief Engineer or authorized representative.
B. An underground Pipe Line crossing under track(s) at a ninety degree (90°) angle, shall be encased in conduit for a MINIMUM of forty -eight feet (48’), twenty-four feet (24’) on either side measured from the centerline of the track(s) or the full width of Lic ensor’s property if less than forty -eight (48’) feet.
Crossings of a degree substantially greater or less than ninety degrees (90°) shall be encased in conduit for the full width of the track structure. The top of the encasement pipe shall be a MINIMUM o f five and one half (5½’) feet beneath surface of ground at all points within Licensor’s property.
C. Any appurtenance to the Pipe Line shall be constructed and maintained to a MINIMUM clearance of no less than fifteen (15 ’) feet from the centerline of any t rack(s). The side clearance of fifteen (15 ’) feet shall be maintained for a height of twenty-seven feet (27’). All Pipe Line(s) shall be constructed, as nearly as possible to cross under any track(s) at a right angle to said track(s).
D. Licensee shall, except in emergencies, give not less than seventy-two (72) hours prior written notice to Licensor of the day, hour and location that it proposes to undertake any construction, installation, repair, relocation, replacement or maintenance work to the Pipe Line or otherwise on the Premises and in the event of an emergency shall notify Licensor as soon as possible. After completion of construction, relocation, installation or replacement of the Pipe Line, Licensee shall be required to execute Licensor’s standard Right of Entry for any maintenance or repair work on the Pipe Line that requires entry onto Licensor’s property or right-of-way.
E. Licensee shall require each of its contractors and subcontractors to observe and conform to the conditions and requirements specified in this License; and for the purposes of the safety, protective and indemnification provisions of this License, such contractors and subcontractors, their agents, servants and employees, and other persons on the Licensor property at the invitation of the Licensee, its contractors or subcontractors, shall be deemed the agents or employees of the Licensee.
F. Licensee shall, at no expense to Licensor, obtain all permits and approvals required to exercise its rights provided for pursuant to this License and Licensee shall install, maintain and operate its facilities in accordance with all requirements of such permits, approvals, the Law and any lawful public authority.
Licensee shall be responsible for any taxes, assessments and charges made against the Pipe Line and the construction or use of the Pipe Line or other of Licensee ’s facilities on Licensor ’s property or the operation of any of them.
G. Licensor shall have the right, but not the duty, to furnish flagging or other protection or to perform work to support its tracks or otherwise protect its property or facilities at any time, at Licensee’s sole risk and expense.
5. PRESENT OCCUPATIONS:
Licensee shall make appropriate arrangements with any person or entity occupying Licensor’s property which may be affected by the relocation, installation, construction or any maintenance or repair of the Pipe Line.
Licensee’s Pipe Line will not unreasonably interfere with the use of Licensor ’s property, or create any undue hardship on the person or entity occupying said property.
6. RISK, LIABILITY, INDEMNITY:
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A. Licensee acknowledges that persons and property on or near the Premises are in constant danger of injury, death or destruction, incident to the operation of the railroad tracks, whether by Licensor or others; and Licensee accepts this License subject to such dangers.
B.
a. LICENSEE, AS FURTHER CONSIDERATION AND AS A CONDITION WITHOUT WHICH THIS LICENSE
WOULD NOT HAVE BEEN GRANTED, AGREES TO INDEMNIFY , DEFEND, AND SAVE HARMLESS
LICENSOR, ITS PARENTS, OWNERS, AND AFFILIATES, AND THEIR RESPECTIVE PARTNERS,
SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS, SHAREHOLDERS AND EMPLOYEES (THE “INDEMNITEES”) AND TO
ASSUME ALL RI SK, RESPONSIBILITY AND LIABILITY FOR DEATH OF, OR INJURY TO, ANY
PERSONS, INCLUDING, BUT NOT LIMITED TO, OFFICERS, EMPLOYEES, AGENTS, PATRONS,
INVITEES AND LICENSEES OF THE PARTIES, AND FOR LOSS, DAMAGE OR INJURY TO ANY
PROPERTY, INCLUDING BUT NOT LIMITED TO, THAT BELONGING TO THE PARTIES (TOGETHER WITH ALL LIABILITY FOR ANY EXPENSES, ATTORNEYS ’ FEES AND COSTS INCURRED OR
SUSTAINED BY THE INDEMNITEES, WHETHER IN DEFENSE OF ANY SUCH CLAIMS, DEMANDS,
ACTIONS AND CAUSES OF ACTION OR IN THE ENFORCEMENT OF THE INDEMNIFICATION
RIGHTS CONFERRED BY THIS LICENSE) ARISING FROM, GROWING OUT OF, OR IN ANY MANNER
OR DEGREE DIRECTLY OR INDIRECTLY CAUSED BY, ATTRIBUTABLE TO, OR RESULTING FROM
THE GRANT OF THIS LICENSE OR THE CONSTRUCTION, MAINTENANCE, REPAIR, RENEWAL,
ALTERATION, CHANGE, RELOCATION, EXISTENCE, PRESENCE, USE, OPERATION,
REPLACEMENT, OR REMOVAL OF ANY STRUCTURE INCIDENT TO IT, OR FROM ANY ACTIVITY
CONDUCTED ON OR OCCURRENCE ORIGINATING ON THE AREA COVERED BY THE LICENSE,
INCLUDING ANY TEMPORARY USAGE AREA, E XCEPT TO THE EXTENT PROXIMATELY CAUSED
BY THE INTENTIONAL MISCONDUCT OR SOLE GROSS NEGLIGENCE OF THE PARTY SEEKING INDEMNIFICATION.
b. THE RISKS OF INJURY TO OR DEATH OF PERSONS AND LOSS OR DAMAGE TO PROPERTY
ASSUMED BY LICENSEE UNDER THIS LICENSE, SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO,
CONTRACTORS, SUBCONTRACTORS, EMPLOYEES, OR INVITEES OF EITHER OF THE PARTIES,
AND WHETHER OR NOT SUCH INJURY TO OR DEATH OF PERSONS SHALL ARISE UNDER ANY WORKERS’ COMPENSATION ACT OR FEDERAL EMPLOYERS’ LIABILITY ACT.
c. LICENSEE SHALL, AT ITS SOLE COST AND EXPENSE, JOIN IN OR ASSUME, AT THE ELECTION AND
DEMAND OF LICENSOR, THE DEFENSE OF ANY CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION ARISING UNDER THIS LICENSE. THE WORD “LICENSOR” AS USED IN THIS INDEMNITY
SECTION SHALL INCLUDE THE ASSIGNS OF LICENSOR AND ANY OTHER RAILROAD COMPANY THAT MAY BE OPERATING UPON AND OVER THE TRACKS IN THE VICINITY OF THE PREMISES.
d. AS A PRECONDITION TO LICENSEE ’S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION, THE INDEMNITEES WILL (i) FULL Y COOPERATE WITH LICENSEE IN ANY INVESTIGATION AND
PROVIDE LICENSEE WITH ALL INFORMATION IN THE POSSESSION OR CONTROL OF THE
INDEMNITEES RELATING TO ANY MATTER FOR WHICH THE INDEMNITEES SEEK INDEMNIFICATION, AND (ii) PROVIDE LICENSEE WITH TIMELY NOTICE OF ANY MATTER OR
INCIDENT FOR WHICH THE INDEMNITEES MAY MAKE A CLAIM FOR INDEMNIFICATION BY LICENSEE.
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7. INSURANCE:
A. Licensee shall purchase and maintain insurance as specified below covering the License, all the work , services, and obligations assumed or performed hereunder, from the Effective Date until termination, unless the duration is stated to be otherwise, with insurance companies assigned a current Financial Strength Rating of at least A and Financial Size Category of X by A. M. Best Company:
i. Commercial General Liability Insurance written on an occurrence basis subject to limit of $1,000,000 each occurrence for bodily injury, property damage, personal injury, libel and/or slander with an annual aggregate limit of no less than $2,000,000. Polic y coverage is to be based on usual Insurance Services Office policy forms to include, but not be limited to: Operations and Premises Liability, Completed Operations and Products Liability, Personal Injury and Advertising Liability, and Contractual Liability Insurance. Completed Operations coverage is to be maintained for a period of not less than three (3) years after the termination or cance llation of this License. General Liability policies procured by Licensee shall be amended to delete all railroad exclusions including exclusions for working on or within fifty feet (50’) of any railroad property, and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing (CG 24 17 endorsement or equivalent).
ii. Workers’ Compensation an d Employers ’ Liability Insurance providing statutory workers’ compensation benefits mandated under applicable state law and Employers’ Liability Insurance subject to a minimum limit of $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy limit for bodily injury by disease.
If coverage is provided through a monopolistic state fund, a stop gap endorsement on either the Commercial General Liability or Workers ’ Compensation Policy is required to meet the Employers ’ Liability Insurance requirement.
iii. Business Automobile Liability Insurance subject to a minimum limit of $1,000,000 each accident for bodily injury and property damage. Policy coverage shall be based on Insurance Services Office policy forms referred to as Business Automobile Policy to cover motor vehicles owned, leased, rented, hired or used on behalf of Licensee. If applicable to this License and applicable under federal law, Licensee shall provide an MCS 90 endorsement.
iv. Umbrella Liability Insurance written on an occurrence basis subject to a limit of $4,000,000 each occurrence for bodily injury, property damage, personal injury, libel and/or slander. Policy coverage is to be at least as broad as primary coverages. Umbrella coverage is to be maintained for a period of not less than three (3) years after the termination or cancellation of this License . Umbrella Liability shall apply to Commercial General Liability, Employers’ Liability, and Business Automobile Liability Insurances.
The required limits of insurance may be satisfied by a combination of Primary and Umbrella or Excess Liability Insurance.
Pollution Legal Liability Insurance in an amount not less than $5,000,000 per occurrence and in the aggregate for bodily injury, property damage, and contractual liability. Coverage shall include, but not be limited to, defense and clean -up costs for any pollution conditions or damages arisi ng from the work, services, storage, transportation, disposal, or obligations outlined in this License.
B. All insurance required of Licensee with the exception of Workers’ Compensation and Employers’ Liability Attachment B
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shall include Licensor and any subsidiary, o wner, parent or affiliates of Licensor, and their respective partners, successors, assigns, legal representatives, officers, directors, members, managers, agents, shareholders, and employees ( “Required Parties ”) as additional insured and include wording wh ich states that the insurance shall be primary and not excess over or contributory with any insurance carried by Licensor and its affiliates. With respect to Commercial General Liability Insurance, Required Parties shall be included as additional insured for Ongoing Operations and for Completed Operations to the extent permitted by law.
C. All insurance shall provide Licensor a minimum of thirty (30) days ’ advance written notice of insurer ’s intent to cancel or otherwise terminate policy coverage.
D. If Lic ensee cannot obtain an occurrence based policy for any required coverage, the policy may be written on a claims -made basis with a retroactive date on or before the Effective Date of this License.
Licensee shall maintain such policy on a continuous basis. If there is a change in insurance companies or the policy is canceled or not renewed, Licensee shall purchase an extended reporting period of not less than three (3) years after the License termination date.
E. Licensee shall file with Licensor on or before the Effective Date of this License a valid certificate of insurance for all required insurance policies. Each certificate shall identify the Required Parties as additional insured as required and state that L icensor shall receive a minimum of thirty (30) days ’ advance written notice of insurer ’s intent to cancel or otherwise terminate policy coverage. Licensee shall supply updated certificates of insurance that clearly evidence the continuation of all coverage in the same manner, limits of protection, and scope of coverage as required by this License.
F. All insurance policies required of Licensee shall include a waiver of any right of subrogation written in favor of the Required Parties.
G. Notwithstanding the for egoing, Licensee may self -insure for any of the above required in surance coverages subject to the requirements specified in this paragraph. Licensee shall provide Licensor with audited financial statements and Licensor may, at its discretion, which shall not be unreasonably withheld, deem such financial statements acceptable prior to authorizing Licensee to self -insure.
Licensee shall provide a letter of self -insurance to Licensor specifically stating which lines of coverage are self-insured and the amount of self-insurance maintained. The amount of any excess insurance that attaches to self -insurance below the required limits of insurance shall be identified in the letter and evidenced on a certificate of insurance. This letter of self -insurance shall be signed by Licensee ’s Risk Manager or another designated authorized signatory. With respect to Workers’ Compensation, Licensee shall also p rovide state-issued self-insured authorization documents to Licensor , where applicable by state law.
H. Licensee represents that this License has been thoroughly reviewed by Licensee’s insurance agent or broker who have been instructed by Licensee to procure the insurance coverage required by this License.
Upon signature of this License and renewal of insurance, if Licensee fails to maintain or provide evidence to Licensor of any insurance coverage required under this License, Licensor may terminate this License effective immediately.
I. Licensee’s compliance with obtaining the required insurance coverage shall in no way limit the indemnification rights and obligations specified in this License.
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8. WAIVER:
Licensee waives the right to question the validity of this License or any of the terms and provisions of it, or the right or power of Licensor to execute and enforce this License. This License is made without covenant on the part of Licensor to warrant its title to the property involved with the Pipe Line, or to give or to defend Licensee in the peaceful possession of the property an d Licensee shall waive all right to claim damages in the event Licensee shall be evicted, ejected or required to surrender possession of the property by anyone owning or claiming title to or any interest in the property, or by reason of failure of title of Licensor, or for any other cause whatsoever. Licensee further agrees to indemnify and save harmless Licensor and to assume all risk, responsibility and liability (including any expenses, attorneys’ fees and costs incurred or sustained by Licensor) arising from, growing out of, or in any manner or degree directly or indirectly attributable to or resulting from any deficiency or insufficiency of Licensor’s title affecting the right of Licensor to make this grant.
9. REPAIRS AND RELOCATION:
A. Licensee will at all times maintain the Pipe Line in a safe and secure manner and in a condition satisfactory to Licensor. Licensor may request Licensee to change the location of the Pipe Line, or any part of it, or to make reasonable repairs or changes as the judgment of Licensor deems necessary in order to avoid interference with or danger in the use or operation of Licensor ’s railroad, or any of its present or future appurtenances. In the event it is desired by Licensor to use its property or any portion of it, occupied or impacted by the Pipe Line, then Licensee shall, at its sole expense, and within ninety (90) days after notice from Licensor to do so, (or on shorter notice in case of an emergency), make changes to the Pipe Line as required or remove the Pipe Line, or as much of the Pipe Line as is located upon the portion of the property as required by Licensor.
B. If Licensee shall fail to perform any of its obligations contained in this License as to the maintenance of safe conditions in and about the Pipe Line or to make any necessary repairs, or to relocate the Pipe Line, then Licensor may cause such condition to be made safe, or change of location to be made, or repairs to be made, or Pipe Line to be removed from Licensor ’s property. Licensor acting as the agent of Licensee, may perform such work as is necessary in the judgment of Licensor, and Licensee shall, on demand, promptly reimburse Licensor the cost of the work, plus fifteen percent (15%) of the cost as a charge for the supervision, accounting, and use of tools; or Licensor may terminate this License by giving Licensee not less than ten (10) days advance written notice of its intention to do so.
C. In case Licensor shall at any time, or from time to time, require the removal of only a portion of the Pipe Line, this License shall continue in force and be applicable to the portion or portions of the Pipe Line remaining from time to time until the entire Pipe Line has been removed and the License Fees or other fees payable under this License shall be adjusted accordingly.
10. TERMINATION:
If Licensee fails to keep or perform any of Licensee’s covenants contained in this License, upon ninety (90) days written notice to Licensee and an opportunity to cure with such cure being completed within such ninety (90) day period or if such cure cannot be completed within ninety (90) days, in such time as necessary so long as Licensee is diligently pursuing such cure and in no event longer than one hundred eighty (180) days, Licensor shall have the right to terminate this License.
In addition to the foregoing, Licensor shall have the right to terminate this License and the rights granted Attachment B
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hereunder, after delivering to Licensee written notice of such termination no less than ninety (90) days prior to each anniversary of the effective date thereof, upon the occurrence of any of the following events:
a. If Licensee shall permanently discontinue the use of operations of the Pipe Line; or b. If Licensor shall be required by any change in applicable Federal law after the Effective Date to remove, relocate, reconstruct, or discontinue operation of Licensor’s railroad and any such removal, relocation, reconstruction, or discontinuance of operation of Licensor’s railroad cannot be accomplished without removal of the Pipe Line; or
c. If Licensor determines and substantiates to Licensee that the Pipe Line endangers or threatens Licensor’s employees or the safe operation or maintenance of the railroad.
11. RESTORATION:
Upon termination of this License, whether in accordance with the provisions of Section 1, 9 or 10 of this License, or otherwise, Licensee shall promptly remove the Pipe Line from Licensor ’s property, and restore the property to its prior condition, or a condition satisfactory to Licensor. If Licensee fails to remove the Pipe Line within thirty days (30) after termination of this License, Licensor may remove same, and charge the expense of such removal to the Licensee on the basis provided in Section 9.B of this License.
12. MISCELLANEOUS:
A. This License is executed by all Parties under current interpretation of any and all applicable Laws.
Further, each and every separate division (paragraph, clause, item, term, condition, covenant or agreement) contained in this License shall have independent and severable status from each other separate division, or combination of them, for the determin ation of legality, so that if any separate division is determined to be unconstitutional, illegal, violative of trade or commerce, in contravention of public policy, void, voidable, invalid or unenforceable for any reason, that separate division shall be treated as a nullity, but such holding or determination shall have no effect upon the validity or enforceability of each and every other separate division or any other combination of them.
B. In the event this License is part of a package of agreements for Licensee, this License and all other such documents shall be read as compatible parts of the package and not in contradiction to each other, such that in the event of apparent conflict in any duties under this License or the package of agreements, Licensor shall designate which clause(s) shall survive or control any others.
C. Except as otherwise specified in this License, any notice or other communication required or permitted by this License shall be in writing and (i) delivered by first class mail, postage prepaid, or (ii) deposited into the custody of a nationally recognized overnight delivery service, as follows:
If to Licensor: If to Licensee:
Santa Maria Valley Railroad, LLC City of Santa Maria
ATTN: Real Estate
252 Clayton Street, 4th Floor
Denver, CO 80206
ATTN:
110 East Cook St., Santa Maria, CA 93454
Santa Maria, CA 93454
WITH A COPY TO:
Phone: 805-310-1774
ATTN: General Counsel
252 Clayton Street, 4th Floor
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Denver, CO 80206
D. No oral promises, oral agreements, or oral warranties shall be deemed a part of this License, nor shall any alteration, amendment, supplement or waiver of any of the provisions of this License be binding upon either Party, unless same be supplemented, altered, changed or amended by an instrument in writing, signed by Licensor and Licensee.
E. This License is made subject to the rights previously or simultaneously granted by or through Licensor for any surface, sub -surface or aerial uses antedating this License, including but not limited to, the construction, maintenance, operation, renewal and/or relocation of fences, pipelines, communication lines, power lines, railroad tracks and signals, and any and all appurtenances applicable to them.
Licensor excepts and reserves the right to grant additional uses of the same or similar nature subsequent to the execution of this License, without payment of any sum for damages, so long as such use does not unreasonably interfere with the use of Pipe Line by Licensee.
F. This License and all of the provisions c ontained in it shall be binding upon the Parties, their heirs, executors, administrators, successors and assigns, and Licensee agrees to supply notice in writing to Licensor of any name changes. Notwithstanding the forgoing, Licensee agrees not to assign this License or any rights or privileges granted under it, without the prior written consent of Licensor, which it may give at its sole discretion, and any and every attempted assignment without prior written consent shall be void and of no effect. This covenant shall also apply whether any of the foregoing is made voluntarily by Licensee or involuntarily in any proceeding at law or in equity to which Licensee may be a party, whereby any of the rights, duties and obligations of License may be sold, transfe rred, conveyed, encumbered, abrogated or in any manner altered without the prior notice to and consent of Licensor.
Notwithstanding the foregoing, Licensee shall remain liable to Licensor as a guarantor of Licensee ’s successor in interest to this License.
G. Nothing in this License shall be construed to place any responsibility on Licensor for the quality of the construction, maintenance or other work performed on behalf of Licensee hereunder or for the condition of any Licensee’s facilities.
H. Any approval g iven or supervision exercised by Licensor under this License, or failure of Licensor to object to any work done, material used or method of construction, reconstruction or maintenance, shall not be construed to relieve Licensee of its obligations under this License.
I. The failure of the Licensor to seek redress for any violation of or to insist upon the strict performance of any of the terms, covenants or conditions of this License or any of the rules and regulations from time to time issued by the Licensor, shall not prevent a subsequent act, which would have originally constituted a violation, from having all of the force and effect of an original violation.
J. Licensee further indemnifies Licensor against any and all liens that may be placed against Licensor ’s property in the course of construction of this crossing, and agrees to immediately satisfy any liens so placed.
K. In the event that Licensor shall incur any costs or expenses, including attorneys ’ fees and costs, in enforcing Licensee’s covenants and agr eements under this License, Licensee shall reimburse Licensor for all such costs, expenses and legal fees as an additional fee under this License.
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L. This License shall be governed under the laws of the State of California, and venue shall be proper in the federal or state courts of the State of California for any action arising under the terms of this License or performance of it. The section headings of this License have been inserted for convenience of reference only and they shall not be referred to in the interpretation of this License. This License shall be read with all changes of gender and number required by the context. Time shall be of the essence in this License and each of the provisions of it.
M. Licensor’s remedies under this L icense shall be cumulative, and the exercise of any remedy shall not preclude the exercise of any other remedy.
N. All of the obligations, representations and warranties of the Licensee accruing under this License during the existence of this License or any renewal or extension of it shall survive the termination or expiration of the Term.
O. Licensor shall not be responsible for any loss, damage, delay or non -performance caused by accidents, labor difficulties, acts of God, governmental action or by any other cause which is unavoidable or beyond its reasonable control.
P. Licensee agrees that it shall not register this License or any notice or reference in respect of this License against title.
Q. All exhibits attached to this License are incorporated by reference as if fully set forth in this License.
IN WITNESS WHEREOF, the Parties have executed this License as of the last date of execution set forth below:
Licensor: Santa Maria Valley Railroad, LLC Licensee: City of Santa Maria
By: \s2\
By: \s1\
Name: \Nate Brown Name: David W. Rowlands
Title: \ CSO Title: \ City Manager
Date: Date: \d1\
006Jx00000mMJ6qIAG
001Jx00001IS5WaI
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Exhibit A
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Attachment B
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Attachment B
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Attachment B
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EXHIBIT B