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17-57381
<br /> coordination, safety, mobilization and/or other observation services described in this
<br /> License(collectively, the"Services"). Licensee shall bear the cost of the Services, when
<br /> deemed necessary by Licensor's representative. Flagging costs shall include, but not be
<br /> limited to, the following: pay for at least an eight(8) hour basic day with time and one-half
<br /> or double time for overtime, rest days and holidays (as applicable); vacation allowance;
<br /> paid holidays (as applicable); railway and unemployment insurance; public liability and
<br /> property damage insurance; health and welfare benefits; transportation; meals; lodging
<br /> and supervision. Negotiations for railway labor or collective bargaining agreements and
<br /> rate changes authorized by appropriate Federal authorities may increase flagging rates.
<br /> Flagging rates in effect at the time of performance by the flaggers will be used to calculate
<br /> the flagging costs pursuant to this Section 7.
<br /> 7.3 Licensor, at is sole discretion, may elect to designate a third party (the "Scheduling
<br /> Agent"), to perform and/or arrange for the performance of the Services.
<br /> 8. Payment Terms. All invoices are due thirty(30) days after the date of invoice. If Licensee fails to
<br /> pay any monies due to Licensor within thirty (30) days after the invoice date, then Licensee shall
<br /> pay interest on such unpaid sum from the due date until paid at an annual rate equal to the lesser
<br /> of(i) the prime rate last published in The Wall Street Journal in the preceding December plus two
<br /> and one-half percent(2-1/2%), or(ii)the maximum rate permitted by law.
<br /> LICENSOR'S RESERVED RIGHTS
<br /> 9. Reserved Ric hts of Use. Licensor excepts and reserves the right,to be exercised by Licensor and
<br /> any other parties who may obtain written permission or authority from Licensor:
<br /> 9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or
<br /> communication pipe/lines/cables and appurtenances (other than the Pipeline) and other
<br /> facilities or structures of like character upon, over, under or across the Premises existing
<br /> as of the Effective Date;
<br /> 9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or
<br /> additional facilities, structures and related appurtenances upon, over, under or across the
<br /> Premises; or
<br /> 9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate.
<br /> 10. Ri,-,,ht to Require Relocation. If at any time during the term of this License, Licensor desires the
<br /> use of its rail corridor in such a manner as would, in Licensor's reasonable opinion, be interfered
<br /> with by the Pipeline or its drainage onto the Premises, Licensee shall, at its sole expense, within
<br /> forty-five (45) days after receiving written notice from Licensor to such effect, make such changes
<br /> in the Pipeline as in the sole discretion of Licensor may be necessary to avoid interference with the
<br /> proposed use of Licensor's rail corridor, including, without limitation, the relocation of the Pipeline,
<br /> or the construction of a new pipeline to replace the Pipeline. Notwithstanding the foregoing,
<br /> Licensee agrees to make all emergency changes and minor adjustments, as determined by
<br /> Licensor in its sole discretion, to the Pipeline promptly upon Licensor's request. Licensor agrees
<br /> not to require the modification, relocation or reconstruction of the Pipeline unless the modified,
<br /> relocated or reconstructed Pipeline will be substantially similar in function, efficacy and utility to the
<br /> Pipeline as initially contemplated herein.
<br /> LICENSEE'S OPERATIONS
<br /> 11. Construction and Maintenance of the Pipeline.
<br /> 11.1 Licensee shall not enter the Premises or commence construction unless accompanied by
<br /> Licensor's representative, the Scheduling Agent or its designee. Licensee shall notify
<br /> 32330630.2 2 Form 424;Rev.20190916
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