Res 2006-047 - Laserfiche WebLink

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I I I Article IV. DEFERRED CONSTRUCTION. The Licensor and Licensee acknowledge that conditions mherent in the Drainage Facility may cause the complete stabilIzation of Licensor's trackage supported by new cuts or fills to be deferred beyond the constructIOn period, and that Licensor's operation over the roadbed dunng the seasoning period will Impose extraordmary maintenance costs in the event of cavmg, sliding, slipping, sinking or setthng, including damage to rip-rappmg or protectIve work m connection therewith, as well as settlement and consolidation of tracks and ballast, until the seasoning period is complete. Therefore, the Licensee will pay to the LIcensor, as a part of the consideration for this Agreement, all that part of the cost and expense of extraordmary maintenance (hereinafter referred to as "Deferred Construction") assocIated with the Drainage FacilIty whIch can be attributed to failure of sub grade, settlement, and consohdation of subballast, or roadbed, or any combination thereof, which are mcurred during the penod commencing Immediately following completion of the work on the Drainage Facihty by the Licensee or its contractor and ending five years thereafter. The Deferred Construction costs aforesaid shall include reimbursement of the extra cost, in excess of normal mamtenance costs, of maintammg embankments and that portion of said tracks above subgrade in accordance WIth acceptable maintenance standards, and will include cost of maintaining proper alignment, proper surface and use of ballast and other necessary materials. Article V. ONE-TIME PAYMENT. Upon execution and dehvery of thIS Agreement, the Licensee shall pay to the Licensor a one-time License Fee of One Thousand Five Hundred DOLLARS ($1,500.00). Article VI. TERM: TERMINATION. A. ThIS Agreement shall take effect as of the date first herein written and, unless sooner terminated as set forth m Paragraphs (B) and (C) below, shall continue m full force and effect for so long as the Premises and Drainage Facility shall be used by the Licensee for the purposes set forth herem; proVided, however, that If the Licensee shall abandon the use of the Dramage Facility and Prermses, or any part thereof, for such purposes, this Agreement and the nghts and pnvileges granted to Licensee herein as to the portlOn(s) so abandoned shall cease and terminate at the time such portIOns of the Dramage Facility and PremIses are abandoned. B. If the Licensee contmues in default in the performance of any covenant or agreement herein contained for a period of thIrty (30) days after wntten notIce from the Licensor to the Licensee specifymg such default, the Licensor may, at ItS optIOn, forthwith and immedIately terminate this Agreement by wrItten notice to Licensee. C. This Agreement may be termmated by either party, with or Without cause, upon six (6) months written notIce to the other party. In the event of such notice of termination, the parties shall arrange for either the Drainage Facility to be removed, filled in and graded to accommodate the surrounding grade surface, or to encase the Dramage Facility to the standards and satisfaction of the LIcensor. D. NotIce of default and notIce of termmatlOn may be served personally upon the Licensee or by mailing to the last known address of the Licensee. TerminatIon of this Agreement for any reason shall not affect any of the rights or obligatIons of the parties hereto which may have accrued, or liabilities, accrued or otherwise, which may have arisen pnor thereto. 02370-34.dm Articles of Agreement February 13,2006