HomeMy WebLinkAbout2011-106s:\legal\our documents\ordinances\l 1\uprr pipeline crossing agreement ordinance.doc
ANITA BURGESS, (--T 'Y
BY:
ORDINANCE NO. 2011-106
AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE
FOR AND ON BEHALF OF THE CITY A PIPELINE CROSSING AGREEMENT, BY AND
BETWEEN THE CITY OF DENTON, TEXAS AND THE UNION PACIFIC RAILROAD
COMPANY, RELATING TO THE CONSTRUCTION, MAINTENANCE AND OPERATION OF
A SANITARY SEWER PIPELINE WITHIN THE RAILROAD RIGHT-OF-WAY, LOCATED
IMMEDIATELY NORTH OF SAID RAILROAD RIGHT-OF-WAY'S INTERSECTION WITH
MCKINNEY STREET AT MILE POST: 718.95, CHOCTAW SUBDIVISION WITHIN THE
BUFFALO BAYOU, BRAZOS AND COLORADO RAILROAD COMPANY SURVEY,
ABSTRACT NUMBER 185, CITY AND COUNTY OF DENTON, TEXAS; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Pipeline
Crossing Agreement ("Agreement") by between the City of Denton, Texas and the Union Pacific
Railroad Company in the form of the Agreement attached to and made a part of this ordinance for all
purposes, for the purpose of constructing, maintaining and operating a City sanitary sewer pipeline.
SECTION 2. The City Manager is authorized to make the expenditures as set forth in the
attached Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval. `4
PASSED AND APPROVED this the 12 day of , 2011.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
VED AS TO LEGAL FORM:
I:r�r•JN►1�l'�
MARK A. BURRO , S, MAYOR
Pipeline Crossing 080808 Folder No. 02579-79
Cast Modified: 03/29/10
Form Approved, AVP-Law
PIPELINE CROSSING
AGREEMENT
Mile Post: 718.95, Choctaw Subdivision/Branch
Location: Denton, Denton County, Texas
THIS AGREEMENT ("Agreement") is made and entered into as of May 11, 2011, ("Effective
Date') by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation,
("Licensor") and CITY OF DENTON, a Texas municipalcorporation to be addressed at 901 A Texas St,
Denton, Texas 76209 (Licensee").
IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTII+;S HERETO AS FOLLOWS:
Article 1. LICENSOR GRAM RIGHT.
In consideration of the license fee to be paid by the Licensee and in further consideration.of the
covenants' and agreements herein contained to be by the Licensee kept, observed and performed, the
Licensorhereby grants to the Licensee the right to construct and thereafter, during the term hereof, to
maintain and operate
one 36 inch encased with a 48 inch steel casing pipeline for transporting and conveying wastewater only
across Licensoes track(s) and property (the "Pipeline") in the location shown and in conformity with the
dimensions and specifications indicated on the print dated September 29, 2009 and marked Exhibit A,
attached heretoand hereby made a part hereof. Under no circumstances shall Licensee modify the use°of
the Pipeline for a purpose other than transporting andconveying wastewater, and the Pipeline shall not be.
Used to convey .Any other substance, any fiber optic cable, or for any other use, whether such: use is
currently technologically possible, or whether such use may come into existence during the life of this
Agreement,
Article Z. LICENSE FEE.
Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time License ree
of Nine Thousand Six Hundred Dollars ($9,600.00),
Article 3. CONSTRUCTION, MAINTENANCE An OPERATION.
The grant of right herein made to the Licensee is subject to each and all of the terns, provisions,.
conditions, limitations and covenants set forth lierein and in ExhibitB, attached hereto and hereby inade
a part hereof.
Article 4. CONTRACTORS.
If a contractor is hired by Licensee for any work performed on the Pipeline (including initial
construction and subsequent relocation or maintenance and repair work), then the Licensee shall, provide a
copy of this Agreement to its contractor; require its contractor.(and its subcontractors) to comply with all
the terms and provisions hereof relating to the work to be performed; and require each contractor (and its
subcontractors) to execute and deliver to Licensee before entering Licensor's .propertythe
"Endorsement". attached hereto as Exhibit E, . and made part hereof, which Licensee shall promptly
delivery to Licensor upon Licensor's request,
Article 5. INSURANCE.
A. During the life of the Lease, Licensee shall fully comply with the insurance requirements.
described in Exhibit C.
B. Failure to maintain insurance as required shall entitle, but not require, Licensor to terjbinate
this License immediately.
C. If the Licensee is subject to statutes) limiting its insurance liability and/or limiting its ability
Jo obtain insurance in compliance with Exhibit C of this leased those statutes shall apply.
D. Licensee hereby Acknowledges that is has reviewed the'regUirements of Exhibit C, including:
without limitation the requirerent for Railroad Protective. Liability Insurance during construction,
maintenance, installation, repair or removal of the pipeline which is'the subject ofthis Agreement,
Artieie G. TERM.
This Agreement shall take effect as of the Effective Date first herein written and shall continue III
full force and effect until terminated as herein provided.
IN. WITNESS WHEREOI<`, the parties hereto have caused this Agreement to be executed as of
the date first herein written.
t �
UNIONPACIFIC RAIL -ROAD COMPANY CITY OF DENTON
By: By:
Manager - Contracts
Name Printed: G c- o kC,-E_:� C A tAe e' t lS.:.=
Title: a NA&cr:�—
ATTEST:
JENNIFER WALTERS, CITY.SECRETARY
BY: ClAn 111 do
APPR D AS LEGAL FORM:
ANITA BURGESS,.CITY ATTORNEY
BY: C—�-
PLACE ARROWINDICATINGNORTH,
FORM DR-0404-B
DIRECTION RELATIVE TO CROSSING
REV 5 15�98'
Q,v
ENCASED
uj�rr.com
NON-FLAMMABLE
P¢
PIPELINE "CROSSING
NOTE: ALL AVAILABLE DIMENSIONS MUST BE
=�Qr NO SCALE
FILLED IFI TO. PROCESS THIS APPLICATION.
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AR RIN
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_FT. '10 FT.C/1
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(OCS LBE FIXED OBJECT
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15,13 m1' •IIId rI
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(SEE ROTC 6)-
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°ESCRI E 0¢JECTI• f�
(SEE NOTE 5)
J 1 r
Lj �' AZ
(0151ANCE ALONG IRACA FROV SECTION LIL'E CRDSSINGI
a
t, ltr_' rQ �yw. FT,
I.{•.�" ��tzlL
I NDIEI THIS IN All LASES,
—►
�.O fC
CANOSION T U$IRED
AT AOCAIIDNS RVT USIN'O 15 REONSr DISTANCE
- TO A LEOdI SURVEY IU:E IS ' -REQUIRED)
� -
PR'SRiA vO�O —�_—.L. �FT.
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8
,_
N
'
MUI. DIST
(see Ilo.te 2►
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SLBFACE
t
STEEL CASINO WALL
THICKNESS CHART
stacRAOE
MINIMUM
DIAMETER OF
CA51NC PIPE-
��11
ILL
ROADBEDTHICKNESS
FT.
'
2512W
3125"
I/4-
5/I6
3/8"
T2'-OR LE$S
OVER 12 •18`
OV R
(a.s cr ulrr.)
(20 FT. VAX.)
I ,,nn
1/2'QVER
OVER 22 28'
—FT. ISLFrf SEAL CASINO
CASING PIPE (See Note'4)� (3 FT. MI.II
�
L.4375-,7/16-
9/IG"
28 34'•
OVER 34 -42'
CARRIER PIPE \
1
:OVER 42'-48"Y
OYER.4$" MUST eE
— — APPROVED BY % R. CO,
NOTE1 7015 CHAgIS ONLY
FOR SMOOTH STEE7 L CASINO `
PIPES M6TR MINIMUM YIELD
i I ' STRENGTH OF'35,000 PSI,
2 4, 15 FT.—.J
FT. r 7 --
-� '+ 3 3 pT. I FORMULA i0 FIGURE:CASJNG
_- Ibl) FT LENGTH WITH ANCLE.OF'
CROSSING OTHER THAN`904
I�a Fr. Bz
NOTES t (CASING LENGTH ANEII MEASURED-ALOIIG PIPELINE:) _
It ALL HORIZONTAL DISTANCES TO BE MEASUCO AT RIGHT AHGLES FROM Q OF IRACA. [4 SI
. - 2J CASINO 10 EXTENLT BEYOND .THE 4. OF TRACK AT RICNT ANGLES THE CPEArER �0r 2p . 20 FI„ OR !OFF.,
AIABEYOND LIWT OF RAILROAD RIOHT-OFNAY IF NECESSARY TO PVIOE. PaOPCIF1 LE14OTFI OUTSIDE OF TRACE. MINIRM OF 50' FROM THE END OF ANE:RAILROAD BRIDGE, 4. OF ANY CULVERT, ORFFROU ANY $OffICHING AREA. M111.-AIST.
41 SIGNAL REPRESENTATIVE OUST BE PRESENT DURING INSTALLATION IF RAILROAD SIGNALS ARE IN THE VICINITY OF CROSSING. (Mort 2)
SO ALLOWABLE FIXED. OBJECTS INCLUDEI BACABALLS OF SPIOGES;Q'OF ROAD CROSSINGS -0 OVERHEAD VIADUCTS IGIYE ROAD NANf I, OR CUIYERTS.
6/ CASINO ANO CARRIER PIPE MUST Be PLACED A AIIIIIWV or 2 FEET BELOW THE EX IS1JN0 FIBER OPTIC. CABLE. ANY EXCAVATION REQUIRED WITHIN
S.FEETti F..THE EX,ISTINO FIBER OPTIC CA LE "I BE HAND DUG.
A) IS PIPELINE CROSSING WITHIN DEDICATED STREET ?—YES; ND, "PA"?
IF YES, NAME .OF STREET EXHIBIT A
D i $TR IBUT ION LINE OR' TRANSMISSION LINE _ X_ TOA RAILROAD USE ML6 -
1 BIER PIPE.; �UNION PACIFIC RAILROAD CO.
COMMODITY TO BE CONVEY D tN{LSCT iye`C C
OPERATING PRESS �E t� PSl II
WALL THICKNESS ,OIAMETER��MATER]AL U4 ;. swSY,:Fall j E) CASING PIPE S q A�i1 L ivlrP �I��•�'ir E. S. ��031'FOii
WALL THICKNESS ;DIAMETER 1D iMATERIAL•
NOTE :CASING MUST HAVE 21' CLEARANCE BETWEEN GREATEST ENCASED p:�!aS:.►� CROSSING AT
OUTSIDE DIAMETER "OF CARRIER PIPE AND INTERIOR DIAMETER OF
CASING PIPE. WHEN FURNISHING DIMENSIONS, GIVE OUTSIDE OF
CARRIER PIPE AND INSIDE OF CASING PIPE.. f.EAvnT Enn Icewln 0rAft.
F) METHOD OF INSTALLING CASING PIPE UNDER TRACK($): ad N{+M.
—X- DRY BORE AND JACK ( WET BORE NOT PERMI7TED) I u.oucum .
TUNNEL ;OTHER S;—NO; RR FILE N0. DATE
G! WILL CONSTRUCTION BE BY AN OUTSIDE CONTRACTOR? YE
H) DISTANCE FROM CENTER LINE OF TRACK TO NEAR FACE OF 60, N A D
JACKING PITS WHEN MEASURED AT RIGHT ANGLES TO TRACK zw A R IT I N c
i
11 APPLICANT HAS CONTACTED 1-800-336-9193 13.0' MIN' IN ALL OCCASIONS, U. P. COAAMUJICATIONS
U, R. COMMUNICATION DEPARTMENT, AND HA DETERMINED FIBER OEPARYWENT MUST BE CONTACTED IN ADVANCE
OPTIC CABLE A DOES i DOES NOT ; EXIgT C VICI',AA1I}3t TY OF OF ,ANY •OMM TO VEfERIAI NE EXISTENCE AND
WORK TO BE PERFORMED . TICKET NO. C TD 6 2. 4' LOCATION OF FIBER OPTIC CABLE.
—�,Ct-f.LIL.1 I PHo++c 9 I•800-336-9Ie3
0
Pipolino Crossing 07I20108
Moen Approved, AVP Low
EXHIBIT B
Seetion 1. LIMITATLON AND SUBORDINATXON or, RIGHTS GRANTED,
A. The foregoing grant of right is subject and. subordinate to the prior and continuing right and
obligation of the Licensor to use and maintain its entire property including the right and power of
the Licensor to construct, maintain, repair, renew, use, operate, change, modify or relocate
railroad tracks, signal, communication, fiber optics, or other wielines, pipelines and other
facilities upon, along or across any or all parts of its property, all or any of which may be freely
done at any time or times by the Licensor without liability to the Licensee or to any other party
for compensation or damages.
B. The foregoing grant is also subject to all outstanding superior� rights (including those in favor of
licensees and lessees of the Licensor's property, and others) and the right of the Licensor to renew
and extend the same, and is made without,covenant of title or for quiet enjoyment..
Section 2. CONSTRUCTION. MAINTENANCE AND OPIERATION.
A. The Pipeline shall be designed, constructed, operated, maintained, repaired, renewed, modified
and/or reconstructed by the Licensee in strict conformity with (i) Licensor's current standards and
specifications ("UP Specifications"), except for variances approved in advance in writing by the
Licensor's Assistant Vice President Engineering -Design, or his authorized representative; (ii)
such other additional safety standards as the Licensor, in its sole discretion, elects to require,
including, without 1€mitation, American , Railway Engineering and Maintenance -of -Way
Association ("AREMA") standards and guidelines (collectively, "UP Additional Requirements"),
and (iii) all applicable laws, rules and regulations ("Laws"). If there is any conflict between the
requirements of any Law and the UP Specifications or the UP Additional Requirements, the most
restrictive will apply.
B. All Nvork performed on property of the Licensor in connection with the design, construction,
maintenance, repair, renewal, modification or reconstruction of the Pipeline shall be done to the
satisfaction of the License:
C, Prior . to the commencement of any work in connection. Nvith the design, construction,
maintenance, repair, renewal, modification,. relocation, reconstruction or removal.of the Pipeline
from Licensor's property, the Licensee shall subinit to the Licensor plans setting out the method
and manner of handling the work, including the shoring and. cribbing, if any, required to protect
.the Licensor's operations, and shall not proceed with the work until such plans have Been
approved by the Licensor's Assistant Vice. President Engineering Design, or his authorized .
representative, and then the work shall be done to the satisfaction 4 the Licensor's Assistant Vice
President Engineering Design or his authorized representative. The Licensor shall have the right,
if it so elects,: to provide such support as it may deein necessary for the safety of its track or tracks
during the time of , construction, maintenance, repair; renewal, modification; relocation,
reconstruction or removal of the Pipeline, and, in the.eve tt the Licensor provides such support,
the Licensee shall pay to the Licensor, within fifteen (15) days after bills shall have been rendered
therefore, all expenses incurred by the Licensor in connection therewith, which expenses shall
include all assignable costs.
D. The Licensee shall keep and maintain the soil over the Pipeline thoroughly compacted and the
grade even with the adjacent surface of the ground..
B. In the prosecution of any work covered by this Agreement, Licensee shall secure any and all
necessary pennits and shall comply with all applicable federal, state .and local laws, regulations
and enactments affecting the work including, without limitation, all applicable Federal Railroad
Administration regulations.
Section 3. NOTICE OF COMMENCEMENT OF WORK ! LICENSOR RE, PRESVNTATIVE
/ SUPERVISION / FLAGGING / SAFETY,
A. If an emergency should arise requiring immediate attention, the Licensee shall provide as ►nuch
notice as practicable to Licensor before commencing any work. Inn all other situations, the '
Licensee shall notify the Licensor at least ten (10) days (or such other time as the Licensor may
allow) in advance of the commencement of any work upon property of the Licensor in connection .
with the construction, maintenance, repair, renewal, modification, reconstruction, relocation or
removal of the Pipeline. All such work shall be prosecuted diligently to .completion. The'
Licensee will coordinate its initial, and any subsequent .work with the following employee of
Licensor or his or her duly authorized representative (hereinafter "Licensor Representative" or
"Railroad Representative"):
Lonnie Matteson- MTM Harvey Lantrip MSM
Union Pacific Railroad Company Union Pacific Railroad Company
Idmattes@up.com 1400 N Dallas St
903.415.2485, Cell 432,923.9450 Ennis, TX 75119
402.501.4371, Cell 214.316.7836
B. Licensee, at its own expense, shall adequately police and supervise all work to be performed.. The
responsibility of Licensee for safe conduct and adequate policing and supervision of work shall
not be lessened or otherwise affeeted by Licensor's approval of plans and specifications involving
the work, or by Licensor's :collaboration in. performance of any. work, or by the presence at the
work site of a Licensor Representative, or by compliance by Licensee with any requests or
recommendations made by the Licensor Representative:
C. At the request of Licensor, Licensee shall remove from .Licensor's.property any employee who
fails to conform to the instructions of the Licensor Representative in connection with the work on
Licensor's property. To the'extent allowed by law, Licensee.shall indemnify Licensor against any
claims arising from thememoval of any such'eml loyee from Licensor's property;
D. Licensee shall notify the Licensor Representative at least tea (10) working days in advance of
proposed performance of any work in which any. person or equiptent will be within twenty-five
(25) feet of any track, or will be near enough to any track that any equipment extension (such as,
but not limited to,: it crane boom).will reach to within twenty-five (25) feet of any track. No work
of any kind shall be performed, and no person, equipment, machinery, tool(s), material(s),
velricle(s), or thing(s) shall be located,: operated, placed, or stored within twenty -.five (25) feet of
any of Licensor's track(s) at any time, for any reason, unless and until a railroad flagman is
provided to watch for trains. Upon receipt of such ten (10) day notice, the Licensor:
Representative will determine and inform Licensor whether a flagman need be present and
whether any special protective or safety measures need to be implemented. If flagging or other
special protective or safety measures are performed by Licensor, Licensor will bill Licensee for
such expenses incurred by Licensor, unless Licensor and a federal, state or local governmental
entity have agreed that Licensor is to bill suchexpenses to the federal, state or local governmental
entity. If Licensor will be sending the bills to Licensee, Licensee shall pay such.bills within thirty'
(30) days of receipt of billing, If Licensor performs: any flagging, or other. special protective- or
safety measures are performed by Licensor, Licensee agrees that Licensee is not relieved of any .
responsibilities or liabilities set forth>in this Agreement.
E. The rate of pay per hour for each flagman will b8 die prevailing hourly rate in effect for an eight -
hour day for the class of flagmen used. during regularly assigned hours and overtime in
accordance with Labor Agreements and Schedules in effect at the time the work is performed., In
addition to the cost of such labor, a composite -charge for vacation, holiday, health and welfare,
supplemental sickness, Railroad Retirement And unemployment compensation, suppleunehtal
pension, Lmployees Liability. and Property Damage and Administration will be included,
computed on actual payroll, The :composite charge will :be the prevailing composite charge in
effect at the time the work is performed. One and one-lialf .times the currenthourly rate is paid
for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for holidays.
Wage rates are subject to change, at any time,- by law or by agreement between Licensor and its
employees, and may be retroactive as aresult of negotiations or a ruling of an authorized
governmental agency. Additional charges on labor are also subject to change. If the wage rate or
additional charges are changed, Licensee (or the governmental entity, as applicable) shall pay on
the basis of the new rates and charges.
F. Reimbursement to Licensor will be required covering the full eight -hour day during which ati
flagman is furnished, unless the flagman can be assigned to'other railroad work during a portion
of such day, in which event reimbursement will not be required for the portion of the day during
which the flagman is engaged in other railroad work. Reimbursement will also be required for
any day not actually worked by the flagman following the flagman's assignment to work on the
project for which Licensor is required to pay the flagman and which could not reasonably be
avoided by Licensor by assignment of such flagman to other work, even though Licensee may. not
be working during such time. When it becomes. necessary for Licensor to bulletin and assign an
employee to a flagging position in compliance with union collective bargaining agreements;
Licensee must provide Licensor a.minimum of five (5) days notice prior to the cessation of the
need for a flagman. if five (5) days.notice of cessation is not given, Licensee will still be required
to pay.flagging charges for the five (5) day notice period required by union agreement to be.given .
to the employee, even though flagging is not required for that period. An additional ten (10) days,
notice must then be given to Licensor if flagging serviees are needed again after such five day
cessation notice has been given to Licensor.
G. Safety of personnel, property, rail operations and the. public is of paramount importance in the
prosecution of the work performed by Licensee of its. contractor. Licensee shall be responsible
for initiating, maintaining and supervising all safety, operations and programs in connection with
the work. Licensee andits contractor shall at a minimum comply with Licensors safety standards .
listed in. Exhibit D, hereto attached, to ensure.uniforibity with the. safety standards followed by
Licensors own forces. As a part of Licensee's safety responsibilities; Licensee shall notify
Licensor if it determines that any of Licensor's safety standards are contrary to good safety
practices, Licensee and its contractor shall furnish copies of Exhibit D to each of its employees
before they enter the job site.
H'. Without limitation of the provisions of paragraph G above, Licensee shall keep the job site free
from safety and health hazards and ensure that their employees are competent and adequately
trained in all safety and health aspects of the job.
1. Licensee shall have proper first aid supplies available on the job site so that prompt first aid
services may be provided to .any person injured on the job site. Prompt notification shall be given
to Licensor of any U.S. Occupational Safety and Health Administration reportable injuries.
Licensee shall have a non -delegable duty to control its employees while they are on the job site
or any other property of Licensor, and to be certain they do not use,. be under the influence of, or
have in their possession any alcolioiic beverage, drug or other substance that may inhibit the safe
performance of any work.
J. If and when requested by Licensor, Licensee shall deliver to Licensor a copy of its safety -plan for
conducting the work (the "Safety Plan"). Licensor shall have the right, but not the obligation, to
require Licensee to correct any deficiencies in the Safety Platt. The terms of this Agreement shall
control if there are any inconsistencies between this Agreement and. the Safety Plan. -
Section 4.. LICENSEE TO BE, ENTIRE EXPENSE.
The Licensee shall bear the entire cost and expense incurred in connection with .the design,
construction, maintenance, repair and renewal and any and all -modification, revision, relocation, removal,
or reconstruction of the Pipeline, including any and all expense which may be incurred by the, Licensor inn
connection therewith for supervision, inspection, flagging, or otherwise.
Section 5. REINFORCEMENT. RELOCATION OR REMOVAL -,OF PIPELINE.
A. The license herein granted is subject to the needs and requirements of the Licensor in the safe and
efficient operation of its railroad and in the improvement and use of its property. The Licensee.
shall, at the sole expense of the Licensee, reinforce or otherwise modify the Pipeline, or move all
.or any portion of the Pipeline to such new location, or remove the Pipeline from the Lieensor's
Inid41 property, as the Licensor may designate, whenever, in the furtherance of its needs and
requirements, the Licensor, at its reasonable discretion, A its —stile eleefien, finds such action
necessary or desi}abi
B. All the terms, conditions and stipulations herein expressed with reference to the Pipeline on :
property of the Licensor in the 'location hereinbefore.described shall, so far as the Pipeline
remains on the property, apply to the Pipeline as modified, changed or relocated within .the
contemplation of this section:
Section 6. NOINTER'r,E,RENCE WITH LICE NSOR'S-OPERATION.
A. The Pipeline and all parts thereof within and outside of the limits of the property of the Licensor
shall .be designed, constructed and, at all times, maintained, .repaired,. renewed and operated in
such manner as to cause no interference whatsoever with the constant, continuous and
uninterrupted use of the tracks, property and facilities of the Licensor and nothing shall be done
or suffered to be done by the Licensee at any time that would in any manner impair the safety
thereof.
B. Explosives or other highly flatnniable substances shall not be stored. on Licensor's_propeity
without the prior written approval of Licensor.
C. No additional vehicular crossings (including temporary haul roads) or pedestrian crossings over
Licensoe's trackage shall be installed or used by Licensee or its contractors without the prior
written permission of Licensor.
D. When not in use, any machineiy...and materials of Licensee or its contractors shall be kept at least
finny (50),feetfrom the centerline of Licensor's nearest track.
E. Operations of Licensor and work performed by Licenso0s personnel may cause delays in the
wank to be performed by Licensee. Licensee accepts this risk and agrees that Licensor shall have
no. liability to Licensee or any other person or entity for any such delays. Licensee shall .
coordinate its activities with those of Licensor and third parties so as to avoid interference with
railroad operations. The safe operation of Licensoes train movements and other activities by
Licensor take precedence over any work to be performed by Licensee.
Section 7. PROTECTION OF FIBER OPTIC CABLE SYSTEMS.
A. Fiber optic cable systems may be buried on the Licenser's property. Protection of the fiber optic
cable systems is of extreme importance since any break could disrupt service to users resulting In
business interruption and loss of revenue and profits. Licensee sliall telephone the Licensor
during normal business hours (7:00 a.m. to 9.00 p.m. Central Time, Monday through Friday,
except for holidays) at 1-800-336-9193 (also a 24-hour, 7-day number for emergency calls) to
determine if fiber optic cable is buried anywhere on the Licensors premises to be used by the
Licensee. If it is, Licensee will telephone the telecoininunications company(ies) involved,
arrange for a. cable locator, make arrangements for relocation or other protection of the fiber optic
cable, all at Licensee's expense, and will commence no work on the Licensoe's property until all
such :protection• or relocation has been accomplished. To the extent allowed by law, Licensee
shall indemnify and hold the Licensor harmless fi-om and.against all costs,liability and expense
whatsoever (including, Without limitation, attorneys' fees, Court costs and expenses) arising out of
or caused in any way by Licensee's failure to comply with the provisions of this paragraph.
B. IN ADDITION TO OTHER INDEMNITY PROVISIONS IN THIS AGRETMENT; TO
THEEXTENT ALLOWED BY LAW, THE LICENSEE SHALL, AND SHALL CAUSE ITS
CONTRACTOR TO, RELEASE, INDEMNITY, DE- :I+END AND HOLD THE LICENSOR:
HARMLESS FROM AND AGAINST ALL COSTS, LIABILITY AND EXPENSE.
WHATSOEVER (INCLUDING, WITHOUT LIMITATION; ATTORNEYS' FEES,
COURT COSTS AND EXPENSES) CAUSED BY THE NEGLIGENCE OF `THE
LICENSEE, ITS CONTRACTOR, AGENTS AND/OR EMPLOYEES, RESULTING IN (1)
ANY DAMAGE TO OR DESTRUCTION OF ANY TELECOMMUNICATIONSSYSTEM
ON LICENSOR'S PROPERTY, AND/OR .(2) ANY INJURY TO OR DEATH OF ANY
PERSON EMPLOYED BY OR oxBEHALF OF ANY TELECOMMUNICATIONS
{ni{al COMPANY, AND/OR`ITS CONTRACTOR, AGENTS AND/OR EMPLOYEES, ON
LICE, NSOR'S PROPERTY, EXCEPT TO .THE EXTENT H~ SUCH COSTS, LIABILITY
OR EXPENSES ARE CAUSED SOLELY BY THE DIRECT ACTIVE, NEGLIGENCE OF
THE LICENSOR. LICENSEE FURTHER AGREES THAT IT SHALL, NOT HAVE OR
SEEK RECOURSE AGAINST LICENSOR FOR ANY CLAIM OR CAUSE OF ACTION
FOR ALLEGED LOSS OF PROFITS OR REVENUE OR. LOSS OF .SERVICE OR
OTHER CONSEQUENTIAL DAMAGE ,TO A TELECOMMUNICATION COMPANY
USING LICENSOR'S PROPERTY OR .A CUSTOMER OR USER OF SERVICES OF
THE FIBER OPTIC CABLE ON LICENSOR'S PROPERTY.
Section 8. CLAIMS AND LIENS FOR LABOR AND MATERIAL; TAXES.
A. The Licensee shall filly pay for all materials joined or affixed to and laborperformed upon
property of the Licensor in connection with the construction, maintenance, repair, renewal,
modification or reconstruction of the Pipeline, and shall not permit or suffer any mechanic's or
materialinan's lien of any kind or nature to be enforced against the property for any work done or
materials furnished thereon at the. instance or request or on behalf of the Licensee. To the extent
Initial allowed by law, T4*e Licensee shall indemnify and hold harmless the Licensor against and from
any and all liens, claims, demands, .costs and expenses of whatsoever nature in any way
connected with or growing out of such work done, labor performed, or materials furnished.
B. The Licensee shall promptly pay or discharge all taxes, charges and assessments levied upon, in
respect to, or on account of the Pipeline, to prevent the same front becoming a charge or Lien upon
property of the Licensor, and so that the taxes, charges and assessments levied upon .or in respect ,
to such property shall not be increased because of the location, construction or niain.tenatice of the
Pipeline or any improvement; appliance or fixture .connected therewith placed upon. such.
property, or on account of the Licensee's interest therein. Where such tax; charge or assessment
may not be separately made or assessed to the Licensee but shall be included in the assessment of
the property of the Licensor, then the Licensee shall pay to the Licensor an equitable proportion
of such taxes determined by the value of the Licensee's property upon property of the Licensor as
compared with the entire value of such property.
Section 9. RESTORATION OF LICENSOR'S PROPERTY.
In the event the Licensee in any, manner troves or .disturbs any of the property of the Licensor in
connection with the construction, ►haintenance, repair, renewal, modification, reconstruction, relocation or
removal of the Pipeline, then in that event the Licensee shall, as soon as possible and at Licensee's sole .
expense, restore such property to the saine condition as the same were before such property was moved or
disturbed, and to the extent allowed by law, the Licensee shall' indemnify and hold harmless the Licensor,
its officers, agents and employees, against and from any and all liability., loss, damages, claims;:deniands,
costs and expenses of whatsoever nature, including court costs and attorneys' fees, which may result front
injury to or death of persons whomsoever, or damage to or loss or destruction of property whatsoever,
when such injury, death, damage, loss or destruction grows .out of or arises from the moving 0r
disturbance of any other property of the Licensor.
Section 10. INDEMNITY.
A. As used in this Section, "Licensor" includes other railroad companies using the Licensee's
property at or near the location of the Licensee's installation and their officers, agents, all d-i
employees; "Loss" includes loss, damage, .claims, demands, actions, causes of action, penalties,
costs, and expenses of whatsoever nature, including court costs and attorneys' fees, which play
result from: (a) injury to or death of persons ,whomsoever (including the Licensoe's officers,
agents, and employees, the Licensee's officers, agents, and employees, as. well as any other
person); and/or (b) damage to or loss or destruction of property whatsoever (including Licensee's
property, damage to the roadbed, tracks, equipment, or other property of the Licensor, or property
in its care or custody).
B. AS A MAJOR INDUCEMENT AND IN CONSIDERATION OF THE LICENSE AND
PERMISSION HEREIN GRANTED, TO THE FULLEST EXTENT PERMITTED BY
LAW, THE LICENSEE SHALL, AND SHALL CAUSE .ITS CONTRACTOR TO)
RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE LICENSOR FROM
ANY LOSS WHICH IS DUE TO OR. ARISES FROM:
1. THE PROSECUTION OF ANY WORK CONTEMPLATED BY THIS AGREEMENT`
INCLUDING THE INSTALLATION, CONSTRUCTION, MAINTENANCE, REPATR,
RENEWAL, MODIFICATION, RECONSTRUCTION, RELOCATION, OR RE, MOVAL:
OF THE PIPELINE OR ANY PART THERE, OF;
2. ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE;
3. THE PRESENCE, OPERATION; OR USE OF THE PIPELINE OR CONTENTS
ESCAPING THEREFROM;
4. THE ENVIRONMENTAL STATUS OF. THE PROPERTY CAUSED BY OR
CONTRIBUTED TO BY LICENSEE;
5. ANY ACT OR OMISSION OF LICENSEE OR LICENSEE'S, OFF ICE RS., AGENTS,'.
INVITEES, EMPLOYEES, OR CONTRACTORS , OR ANYONE DIRECTLY OR,
INDIRECTLY EMPLOYED BY ANY OF THEM, OR ANYONE THEY CONTROL OR
EXERCISE CONTROL OVER; OR
Initial 6. LICENSEE'S BREACH OF THIS AGREEMENT, EXCEPT TO THE EXTENT
THE LOSS IS CAUSED BY THE SOLE DIRECT AND ACTIVE NEGLIGENCE
�
OF THE LICENSOR, AS DETERMINED IN A FINAL JUDGMENT. BY A COURT. OF
COMPETENT JURISDICTION, IT BEING THE INTENTION OF THE PARTIES: THAT
THE ABOVE INDEMNITY WILL OTHERWISE APPLY TO LOSSES CAUSED BY OR
ARISING FROM, IN WHOLE OR IN PART, LICENSORS NEGLIGENCE.
n / C. AUpo .,t.itt T fl from S ..w the defense ef any lawsuit 0
..se^ e-agr t .,... ago
-
Initial-y for
defense, itteludiog, bet not.
d--W1.
hees-
Section 11. REMOVAL OF PIPELINE UPON TERMINATION OF AGREEMENT.
Prior to the termination of this Agreement howsoever,.the Licensee shall, at Licensee's sole
expense, remove the Pipeline from those portions of the property not occupied by the roadbed and. track
or tracks of the Licensor aiid shall. restore, to the satisfaction of the Licensor, such portions of suclt-
property to as good a condition as they were in at the time of the construction of the Pipeline. If the .
Licensee fails to do the foregoing, the Licensor may, but ;is not obligated, to perform such work of
removal and restoration at the cost and expense of the Licensee. In the event of the removal by'the
Licensor of the property of the Licensee and of the restoration of the roadbed and property as herein
provided, the Licensor shall in no manner be liable .to the Licensee for any damage sustained by the
Licensee for or of account thereof; and such removal and restoration Shall in no manner prejudice or
impair any right of action for damages, or otherwise, that the Licensor may have against the Licensee.
Section 12. WAIVER OE BREACH,
The waiver by the Licensor of the breach of any condition, covenant or agreement herein
contained to be kept, observed and performed by the Licensee shall in no way impair the right -of ,the
Licensor to avail itself of any remedy for any subsequent breach thereof.
Section 13. TERMINATION.
A. If the Licensee does not use the right herein granted or the Pipeline for one (1) year, or if the
Licensee continues in default in the performance of any covenant or agreement herein contained
for.a. period of thirty (30) days afterwritten notice from the Licensor to the Licensee specifying
such default, the Licensor may, at its option, forthwith immediately terminate this Agreement by
written notice.
B. In addition to the provisions of subparagraph (a) above, this Agreement may be terminated by
written notice given by either party hereto to the other on any date in such notice stated, not less,
However, than thirty (30) days subsequent to the date upon which such notice shall be given.
C. Notice of default and notice of termination may be served personally upon the Licensee or by
mailing to the last known address of the Licensee. Terinination 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 prior thereto.
Section 14. AGREEMENT NOT TO BE ASSIGNED,.
The. Licensee shall not assign this Agreement; in whole or in part, or any rights herein granted,;
without the written consent of the Licensor, and it is agreed that any transfer or assignment or attempted .
transfer or assignment of this Agreement or any of the rights herein granted, whether voluntary, by
operation of law, or otherwise; without such consent in writing, shall be absolutely void and, at the option`
of the Licensor, shall terminate this Agreement.
Section 15. SUCCESSORS -AND ASSIGNS.
Subject to the provisions of Section 14 hereof, this Agreement shall be binding upon and inure to
the benefit of the parties hereto, their heirs, executors, administrators; successors and assigns. .
Section 16. 5EVERABIL .
Any provision of this Agreement which is determined by a court of competent jurisdiction to be
invalid or unenforceable shall be invalid or unenforceable only to the extent of such determination, which
shall not invalidate or otherwise render_ ineffective any other provision of this Agreement.
Approved: ]itsurancc Group
Created: 9/23105
Last Modified; 03/29/10
Fonn Approved, AVP-Law
EXHIBIT C
Uition..Pacifie Railroad Company
Contract Insurance Requirements
Licensee shall, at its sole cost and expense, procure and maintain during the life of this Lease (except as
otherwise provided in this Lease) the following insurance coverage which may be self-insurance.
A. Commercial General Liability insurance, Commercial general liability (CGL) with a limit :of
not less than $2,000,000 each occurrence and an aggregate limit of not less than $4,000,000. CGL
insurance must be written on ISO occurrence form CG 00,01 12 04. (or a substitute form providing
.equivalent coverage).
- The policy must also contain the following endorsement, WHICH MUST BE STATED ON' THE
CERTIFICATE OF INSURANCE: "Contractual Liability Railroads" ISO form CG 24 17 10 01 (or a
substitute form providing equivalent coverage) showing"Union Pacific Railroad Company Property".as
the Designated Job Site.
B. Business Automobile Coverage insurance, Business.auto coverage,written on ISO form CA'00
01 10 01 (or a substitute force providing equivalent liability coverage) with a limit.of not less $2,000,000
for each accident; Andcoverage must include liability arising out ally auto (including owned, hired, and
non -owned autos).
The policy must contain the following. endorsements, WHICH MUST BE STATED ON THE
CERTIFICATE OF INSURANCE: "Coverage For Certain Operations In Connection With Railroads" ISO
form CA 20 70 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific
Property" as the Designated Job Site.
C., Workers Compensation and Employers Liability insurance. Coverage must include but not be
limited to:
Licensee's statutory liability under the workers' compensation laws of the state(s) affected by this .
Agreement.
Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy limit
$500,000 each employee.
If Licensee is self -insured, evidence of state approval and excess workers compensation coverage must be
provided. Coverage must include liability arising out of the U. S. Longshoremen's and Harbor Workers'
Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable.
D. Railroad Protective Iasi aility Insurance. Licensee or its contractors mast maintain. "Railroad
Protective Liability" insurance written on 'ISO occurrence form CG 00 35 12 04 (or.a substitute form
providing equivalent coverage).on behalf of Railroad only as named insured, with a limit of not'less-than
$2,000000 per occurrence And an aggregate of $6,000,000:
FOCA14 GeZF�1- 511 TA 04 s ewoe_ AUDITFmr
PH�a� SL
Pipeline Crossing 080808 Folder No, 02579-79
Ust Modified: 03/29/ 10
Form Approved, AVP-Law
PIPELINE CROSSING
AGREEMENT
Mile Post: 718.95, Choctaw Subdivision/Branch
Location: Denton, Denton County, Texas
THIS AGREEMENT ("Agreement") is ►nade and entered into as of May 11, 2011, ("Effective
Date") by and between UNION PACIFIC RAILROAD. COMPANY, a Delaware corporation,
(".Licensor") and CITY OF DENTON, a Texas municipal corporation to be addressed at 901 A Texas St,
Denton, Texas 76209 ("Licensee").
IT 3S MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
Article 1. LICENSOR GRANTS RIGHT.
In consideration of the license fee to be paid by the Licensee and in further consideration of the
covenants and agreements herein contained to be by the Licensee kept, observed and performed, the
Licensorhereby grants to the Licensee the right to construct and thereafter, during the term hereof, to
maintain and operate .
one 36 inch encased with a 48 inch steel casing pipeline for transporting and conveying wastewater only
across Licensoes track(s) and property. (the "Pipeline") in the location shown and in conformity with the
dimensions and specifications indicated on the print dated September 29, 2009 and marked Exhibit A,
attached hereto and hereby made a part hereof. Under no circumstances shall Licensee modify the use of
the Pipeline for a purpose other than transporting and. conveying wastewater, and the Pipeline shall not be
Used to convoy any other substance, any fiber- optic cable, or for any other use, whether .such use is
currently technologically possible, or whether such use may come into existence during the life of this
Agreement.
Article 2. LICENSE FEE.
Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time License Pee
of Nine Thousand Six hundred Dollars ($9,600,00),
Article 3. COIISTRUCTIOM MAINTENANCE AND OPERATION.
The grant of right herein made to the Licensee is subject to each and all. of the tennis, provisions,
conditions, limitations and covenants set forth herein and in Exhibit B, attached hereto and hereby made
a part hereof,
Article 4. CONTRACTORS.
TORS•
If a contractor is hired by Licensee for any work performed on the Pipeline (including initial
construction and subsequent relocation or maintenance And repair work), then the Licensee shall. provide a
copy of this Agreement to its contractor; require its contractor (and its subcontractors) to comply with all
the terms: and provisions hereof relating to the work to be performed; and require each contractor (and its
subcontractors) to execute and deliver to Licensee before entering Licensor's property the
" Endorsement" - attached hereto as Exhibit E, . and made part hereof, which Licensee shall pro , ptly.
:delivery to Licensor upon Liceusor's request,
Article 5. INSURANCE.
A. During the life of the Lease, Licensee shall fully comply with tine insurance requirements.
described in Exhibit C.
B. Failure to maintain insurance as required. shall entitle; but not require, Licensor to terminate
this License immediately,
C. If the Licensee is subject to statute(s) limiting its insurance liability and/or limiting its ability
to obtain insurance in compliance with Exhibit C of this lease`, those statutes shall. apply.
D,' Licensee hereby Acknowledges that is has reviewed the requirements of Exhibit C, including:
without I nitation the requirement for Railroad. Protective. Liability Insurance. during construction,
maintenance, installation, repair or reiiioval of the pipeline which is the subject of this Agreement.
Article G. TERM.
This Agreement shall take effect as of the Effective Date first herein written and shall continue in
full force and effect until terminated as herein provided.
IN. WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
tlne date first herein written.
UNION PACIFIC RAILROAD COWANY CITY OF DENTON
C� 4
By; By:
eager - Contracts
Name Printed: G _C,
Title: (`� 1'rli tN A NCB
ATTEST:
JENNIFER WALTERS, CITY .SECRETARY
BY: �]AnA I dh . . . . .
APPR D AS LEGAL FORM:
ANITA BURGESS,.CITY ATTORNEY
BY: (—�
PLACE ARROW.INOICATING NORTH FORM 0R-0404-8.
DIRECTION RELATIVE TO CROSSING ha REV, 5 I$ 98
www uprr,c0m
ENCASED NON-FLAMMABLE
Q4v� PIPELINE CROSSING
Gov NOTE: ALL AVAILABLE DIMENSIONS MUST BE
NO SCALE FILLED LII TO PROCESS THIS APPLICATION.
B
.�FIR' S•'Ill M.
,,.LI0
v" ' _FT. FT. >
Ow (SEE 170Tf S.B i) - (SEE ROTC ! e 5) . FT.
to 0it 1 k r� TJc `�r� g rn 'ILA . N (()�.:n y
I NEAREST P.R. TOA?Il — WIIN TRACA ANOLE OF CROSSING w TO - ,T L•
47 ? 1 NDAREsT R. R:. 111
�.r�. ...
w«ll ((�, y� (DESCRIBE FIXED OBJECT) I EFIXED O JECI)
(SEE NOTE 6)' a (SEE NOTE 5�
1DisrANCE ALONG TRACK FRDU SECTION L114C CRO5SIi01 o Q FT.
F T. _ -
`�' INOTEI THIS 01NENSIG'1 REOUERED NI ALL CASES, L•O T\ ^'T I- I)•lof L'
AT LOCATIONS NOT USING SECTEON51 DISTAUCE_® -
- r rTD A LEGAL SURVEY LIRE IS. REOUIPfO) - -
AWS RINr Z� .,. �.
17
��ff—`;014---41FT. -- -'X
GRouu fI STEEL CASING WALL
YIN, DIST SLRFACE THICKNESS CHART
(S.. Nola 2)' SIflGRADE I MINIMUM QIAMETER O
THICKNESS 05INO-PIPE'-
E I 25.00" 1/4" T2. 4A LESS
; 3125' 5116' AV R 12'-1.8-
CL T. . 3750- 3/B" OV R III.'-22'
(4.5 FT YIN.) I .43TS" 7/ 16' OVER 22--20-
;-FT. 120.FT. yAX.) ILFT, SEAL CASING •5000" I/2- OVER 28--34•
SEAL CAS NG i-. CASING PIP q(S*6 Ilote 4) 1�3 FT*
Milk) .6625" 9/16" OVER 34' 42
.6250" 5/8" OVER 42--48",-
-'-%/- OVER4$" MUST 8E -
CARRTER'PTPE \ APPROVED BY 6 R. t0.
® NOTE THIS CHART IS ONLY _
� I FOR SMOOTH
YPIN STEEL
E LN YIELD
I 2 I5 T T.
STRENGTH ,OF 35,000 PSI.. ----- --a� I I -
S Fi. g_7 E{ FT. —a� 33 FT. FORMULA TO FIGURE CAS JNG
I. - -_ I LENGTH WITH ANGLE.OF'
IbU FT, CROSSING OTHER THAN SOD
IDO FT. ZRA
NOTES I(CASING LENGTH AMENVEASURED ALONG PIPELINE:)
11 ALL HORIZONTAL OISTANCES TO BE 1ACAUMED AT RIGHT .ANGLES FROYQ- OF TRACK:-!G SRICASINO TO 1AICN0 BEYOND THE % OF TRACK AT RICIIT ANGLES THE GREATER �OF 20 • 20 FT., OR 30 FT,BAIA BEYOND LIMIT OF RAILROAD RIONT-OF-TTAY IF NECESSARY TO PROVIDE PROPER LENGTH OUTSIDE OF TRACK. 3) MIN)NM OF 10' FROM ME END OF ATM -RAILROAD BRIDGE, 9. OF ANY CULVERT, OR �FROU ANY SWITCHING AREA. A4Ig..01 ST.
41 SIGNAL REPRESENTATIVE WST BEPRESENT GLARING INSTALLATION IF RAILROAD1 SIOIMLS ARE IN THE VICINITY OF CROSSING. (NOTE 2)
SIALL'01ABLC FIXED -OBJECTS INCLUDES BACKWALLS OF -BRIDGES; 4 OF ROAD CROSSINGS 0 OVERHEAD VIAOIICTS IGIVE ROAD NAMEI, OR CULVERTS.
61. CASINO AND CARRIER PIPE WST BE PLACED A M(NIIIAAA OF 2 FEET BELOR THE EXISTING FIBER OPTIC. CABLE. ANY EXCAVATION REOUIREO WITHIN
$.FEET: F-..THE EXISTING FIBER OPTIC.CA LE MUST BE HANDOUC. -
A) 1'S PIPELINE CROSSING WITHIN DEDICATED STREET 1_YESp N0; T r� TT.
8) IF YES, NAME .OF STREET EXHIBIT A
OISTRIBUTION LINE OR TRANSMISSION LINE_- (90A RAILROAD UST WLn
I RIER PIPE-. �UNION PACIFIC RAILROAD CO.
COMMODITY TO BE CONVEY b li�(LSCC(ViL f
OPERATING PRESS E L , PSI (` (4dclot.)
WAIL THICKNES5 ;DIAMETER U ,MATERIAL UC
E) CASING PIPE S�. N A aW3lvlvow
I( It M, P 'i��.�s E. S. II011+641
WALL THICKNESS ,DIAMETER 1k _;MATERIAL 5hgJ;
NOTE :CASING MUST HAVE 21' CLEARANCE BETWEEN GREATEST
OUTSIDE DIAMETER OF CARRIER PIPE AND INTERIOR DIAMETER OF ENCASED P r 1:. CROSSING AT
CASING PIPE. WHEN FURNISHING DIMENSIONS,..GIVE OUTSIDE OF Dim%h 01"i"..
CARRIER PIPE AND INSIDE OF 'CASING PIPE, /AEA41:51ElM ICOVNYI ,si+ur
F) METHOD OF INSTALLING CASING PIPE UNDER TRACK($): of 6�tMi.»
_DRY BORE AND JACK (WET BORE NOT PERMITTED) I - GA y uw96
—TUNNEL OTHER RR FILE NO. T DATE 1'11'g4
G) WILL CONSTRUCTION BE BY AN OUTSIDE CONTRACTOR? YES; --•.NO;
H) DISTANCE FROM CENTER LINE OF TRACK TO NEAR FACE OF 80, N A D W.A R N I N 0
JACKING PITS WHEN MEASURED AT RIGHT ANGLES TO TRACK
1) APPLICANT HAS CONTACTED 1-800-336-9193 00' MIN• IN ALL OCCASIONS, U. P. COWIUNICATIONS.
U. P. COMMUNICATION DEPARTMENT, AND HA 'DETERMINED FIBER OEPARINENT W97 BE CONTACTED IN ADVANCE
OPTIC CABLEA DOES ; DOES NOT EXIST I VICI TY pF of ANY TO DETERMINE NE IC CABLE. AND
WORK TO BE PERFORMED TICKET N0. r f (��J(� p LOCATION Of FIBER OPTIC CABLE.
e�CtCil4 �—I PHONE i 1-800.336-9193
Y
Pipolinc Crossing OV20/08
Ponn Approved, AVP Lnw
EXHIBIT B
Section 1. LIMffATION AND SUBORDINATION Oh' RIGHTS GRANTED.
A. The foregoing grant of right is subject and, subordinate to the prior and continuing right and.
obligation of the Licensor to use and maintain its entire property including the right and power of
the Licensor to construct, maintain, repair, renew, use, operate, change, modify or relocate
railroad tracks, signal, communication, fiber optics, or other welines, pipelines and other
facilities upon, along or across any or all parts of its property, all or any of which may be freely
done at any time or times by the Licensor without liability to the Licensee or to any other party
for compensation or damages.
B, The foregoing grant is also subject to all outstanding superior rights (including those in favor of
1 icensees and lessees of the Licensor's property, and others) and the right of the Licensor to renew
and extend the same, and is made without covenant of title or for quiet enjoyment..
Section 2. CONSTRUCTION, MAINTENANCE AND OPERATION,
A. The Pipeline shall be designed, eonstnicted, operated, maintained, repaired, renewed, modified
and/or reconstructed by the Licensee in strict conformity with (i) Licensor's current standards and
specifications ("UP Specifications"), except for variances approved in advance in writing by the
Licensor's Assistant Vice President Engineering — Design, or his authorized representative; (ii)
such other additional safety standards as the Licensor, in its sole discretion, elects to require,
including, without limitation, American Railway Engineering and Maintenance -of -Way
Association ("AREMA") standards and guidelines (collectively, "UP Additional Requirements"),
and (iii) all applicable laws, rules and regulations ("Laws"), If there is any conflict between the
requirements of any Law and the UP Specifications or the UP Additional Requirements, the most
restrictive will apply.
B. All Nvork performed on property of the Licensor in connection with 'the design, construction,
maintenance, repair, renewal, modification or reconstruction of the Pipeline shall be done to the
satisfaction of the Licensor.
C. Prior .to the commencement of any work in connection_ with thedesign, construction,
maintenance, repair, renewal, modification, relocation; reconstruction or removal of the Pipeline
from Licensor's property, the Licensee shall submit to the Licensor plans setting out the.method
and manner of handling the work; including the shoring and cribbing, if any, required to protect
the Licensoes operations, and shall not proceed with the 'work until such plans have been:
approved by the Licensor's Assistant Vice. President. Engineering Design, or his authorized
representative, and then the work shall be done to the satisfaction -of the Licensor's Assistant Vice
President Engineering Design or his authorized representative. The Licensor shall have the might,
if it so elects, to provide siieli support as it may deem necessary far the safety of its track or tracks
during the time of construction, maintenance, repair, renewal, modification; relocation,
reconstruction or removal of the Pipeline, and, in the, eve�it the Licensor provides such support,
the Licensee shall pay to the Licensor, within fifteen (15) days after bills shall have been rendered
therefore, all expenses incurred by the. Licensor in connection therewith, which expenses shall
include all assignable costs.
D. The Licensee shall keep and maintain the soil over the Pipeline thoroughly compacted and the
.grade even with the adjacent surface of the ground.
L. In the prosecution of any work covered by this Agreement; Licensee shall secure any and all
necessary permits and shall comply with all,applicable federal, state and local laws, regulations
and enactments affecting the work including, without limitation, all Applicable Federal Railroad
Administration regulations.
Section 3. NOTICE OF COMM' NCEMENT OF WORK / LICENSOR REPRESENTATIVE ,
SUPERVISION I FLAGGING / SAFETY. .
A. If an emergency should arise requiring immediate attention, the Licensee shall provide as much
notice as practicable to Licensor before commencing: any work. In all other situations, the
Licensee shall notify the Licensor at least ten (10) days (or such other.time- as the Licensor may
allow) in advance of the commencement. of any work upon property of the Licensor in connection
With the construction, maintenance, repair, renewal, modification, reconstruction, relocation,or
removal of the Pipeline. All such work shall be prosecuted diligently to completion. The
Licensee will coordinate its initial, and any subsequent work with the following.employee of
Licensor or his or her duly authorized representative (hereinafter "Licensor Representative" or
"Railroad Representative"):
Lonnie Matteson- MTM Harvey Lantrip - MSM
Union Pacific Railroad Company Union Pacific Railroad Company
Idmattes@up.com 1400 N Dallas St
903.415.2485, Cell 432,923.9450 Ennis, TX 75119
402.501.4371, Cell 214.316.7836
B. Licensee, at its own expense, shall adequately police and supervise all work to be performed:. The
responsibility of Licensee for safe conduct and adequate policing and supervision of work shall
not be lessened or otherwise affected by Licensor's approval of plans and specifications involving
the work, or by Licensor's .collaboration in perforance of any work, or by the presence at the
work site of a Licensor Representative, or by compliance by Licensee with any requests or
recommendations made by the Licensor Representative:
C. At the request of Licensor, Licensee sliall reprove front Licensor's. property any employee who
fails to conform to the instructions of the Licensor Representative in connection with the work on
Licensor's property. To the extent allowed by law, Licensee shall indemnify Licensor against any
claims arising from the removal of any such employee from Licensor's property
D. Licensee shall notify the Licensor Representative at least ten (10) working days in advance of
proposed performance of any work in which any person or.equipinent will be within twenty-five
(25) feet of any track, or will be near enough to Any track that any equipment extension.(such.as,
but not limited to,: a crane boom) will reach to within twenty-five (25) feet of any track. No work
of any kind shall be performed, and no person, equipment, machinery, tool(s), material(s),
vehicle(s), or thing(s) shall be:located,,operated, placed, or stored within twenty-five (25) feet of
any of Licensor's track(s) at any time; for any reason, unless and until a railroad flagman is
provided to watch for trains. Upon receipt of such ten (10) day notice,. the Licensor:
Representative will determine and inform Licensor whether a flagman need be present and
whether any special .protective or safety measures need to be implemented. if flagging or other
special protective or safety measures are performed by Licensor, Licensor will bill Licensee for
such expenses incurred by Licensor, unless Licensor and a federal, state or local governmental
entity have agreed that Licensor is to bill such expenses to the federal, state or local governmental
entity. If Licensor will be sending the bills to Licensee, Licensee shall pay such bills within thirty'
(30) days of receipt of billing. If Licensor performs any flagging, or other special protective. or
safety measures are performed by Licensor, Licensee agrees that Licensee is not relieved of any
responsibilities or liabilities set forth in this Agreement.
E. The rate of pay per hour for each flagman will bb the prevailing hourly rate in effect for an eight -
hour day for the class of flagmen used. during regularly assigned hours and overtime in
accordance with Labor Agreements and Schedules in effect at the time the work is performed.. Ill
addition to the cost. of such labor, a composite charge for vacation, holiday, health and welfare,
supplemental sickness, Railroad Retirement and unemploynient compensation, supplemental
pension, Lmployees Liability and Property Damage. and Administration will be included,
computed on actual payroll. The composite charge willbethe prevailing composite :charge .in
effect at the time the work is performed. One and one-half times the current .hourly rate is paid
for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for.holidays.
Wage rates are subject to change, at any time, by law or by agreement between Licensor and its
employees, and may be retroactive as a result of negotiations or a ruling of an authorized
governmental agency. Additional charges on labor are also subject to change. If the wage gate or
additional charges are changed, Licensee (or the governmental entity, as applicable) shall pay on
the basis of the new rates and charges.
F. Reimbursement to Licensor NvIll be required covering the full eight -hour day during which any
flagman is furnished, unless the flagman can be assigned to other railroad 1vork daring a portion
of such day, ill which event reimbursement will not be required for the portion of the day during
which the flagman is engaged in other railroad work. Reimbursement will also be required for
any day not actually worked by the flagman following the flagman's assignment to work on the
project for which Licensor is required to pay the flagman and which could not reasonably be
avoided by Licensor by assignment of such flagman to other work, even though Licensee may not
be working during such time. When it becomes necessary for Licensor to bulletin and assign an
employee to a flagging position in compliance with union collective bargaining agreements,,
Licensee must provide Licensor a mini1iium of five (5) days.notiee prior to the cessation of the
need for a flagman. if five (5) days notice of cessation is not: given, Licensee will still be required
to pay flagging charges for the five (5) day notice period required by union agreement to be given .
to the employee, even though flagging is not required for that period. An additional ten (10) days.
notice must then be given to Licensor if flagging services -are heeded again after such five day
cessation notice has been given to Licensor.
G. Safety of personnel, property, rail operations and the public is of paramount importance in .the
prosecution of the work performed by Licensee or its. contractor. Licensee shall be responsible
for initiating, maintaining and supervising all safety, operations and programs inconnection.with
the work. Licensee andits contractor shall at a minimum comply with Licensoes safety standards
listed.in Exhibit D, hereto attached, to ensure unifointity with the 'safety standards followed by
Licensor's own forces. As a part of Licensee's safety responsibilities, Licensee shall notify
Licensor If it determines that any of Licenso►'s safety standards are eantraiy to good safety
practices. Licensee and its contractor shall furnish copies of Exhibit D to each of its employees
before they enter the job site.
H. Without limitation of the provisions of paragraph G above, Licensee sliall keep tile job site free'
from safety and health hazards and ensure that 'their employees are competent and adequately
trained in all safety and health aspects of the job.
1. Licensee shall have proper first aid supplies available on the job site so that prompt first aid
_ services may be provided to any person injured on the job site. Prompt notification shall be given
to Licensor of any U.S. Occupational Safety and Health Administration reportable injuries.
Licensee shall have a non -delegable duty to control its employees while they are on the job site
or any other property of -Licensor, and to be certain they do not use,. be under the influence .of, or
have in their. possession any alcoholic beverage, drug or other substance that may inhibit the safe
performance of any work.
J. If and.when requested by Licensor, Licensee shall deliver to Licensor a copy of its safety plan for
conducting the work (the "Safety Plan'.'). Licensor shall have the right, but not the obligation, to
require Licensee to correct any deficiencies in the Safety Plan. The terms of this Agreement shall
control if there are any inconsistencies between this Agreement and the Safety Plan.
Section 4. LICENSEE TO BE, ENTIRE EXPENSE.
The Licensee shall bear the entire cost and expense incurred in connection with .the design,
construction, maintenance, repair and renewal and any and all modification, revision, relocation, removal.
or reconstruction of the Pipeline, including any and all expense which may be incurred bythe Licensor in
connection therewith for supervision, inspection, flagging, or otherwise.
Section 5. RE, INFORCEMENT. RELOCATION Olt REMOVAL OF PIPELINE.
A. The license herein granted is subject to the needs and requirements of the Licensor in the safe and
efficient operation of its railroad and in the improvement and use of its property. The Licensee.
shall, at the sole expense of the Licensee, reinforce or otherwise modify the Pipeline, or ►nove all
or any portion of the Pipeline to such new location, or. remove the Pipeline from the Licensor's
inMW property, as the Licensor may designate, whenever, in the furthera►tce of its needs and
requirements, the Licensor; at its reasonable discretion, at its sole e leefieft, finds such action
necessary er• desiiebl .
B. All the terms, conditions and stipulations herein expressed with reference to the Pipeline on
property of the Licensor in the location hereinbeforedescribed shall, so far as the Pipeline
remains oil the property, apply to the Pipeline as modified, changed or relocated within ,tire
contemplation of this section:
Section G: NO INTERI+ERENCE WITH LICENSOR'S OPERATION.
A, The Pipeline and all parts thereof within and outside of the limits of the property of the Licensor
shall be designed, constructed and, at all times, maintained, .repaired, renewed and oNe6ted in,
such manner as to cause .no interference whatsoever with the .constant, continuous and
uninterrupted use of the tracks, property and facilities of the Licensor and nothing shall be done
or suffered to be done by the Licensee at any time that would in any manner impair the safety
thereof.
B. Explosives or other highly flammable substances shall not be stored. on Licensors_property
without the prior written approval of Licensor.
C. No additional vehicular crossings (including temporary haul roads) or pedestrian crossings over
Licensor's trackage shall be installed or used by Licensee or its contractors without the prior
written permission of Licensor.
D. When not in use, any machinery and materials of Licensee or its contractors shall be kept at least
fifty (50) feet from. the centerline of Licensor's nearest track.
E. Operations of Licensor and work performed by Licensor's personnel may cause delays in the
Nvork to be performed by Licensee. Licensee accepts this risk and agrees that Licensor swill have
no liability to Licensee or any other person or entity for any such delays. Licensee shall
coordinate its activities with those of Licensor and third parties so as to avoid interference with
railroad. operations. The safe operation of Liceirsor's train movements and other activities Iby
Licensor take precedence over any work to be performed by. -Licensee.
Section 7. PROTECTION. Or FIBER OPTIC CABLE SYSTEMS.
A, Fiber optic cable systems may be buried on the Licensor's property. Protection of the fiber optic
cable systems is of extreme importance since any break could disrupt service to users resulting in
business interruption and loss of revenue and profits. Licensee shall telephone the Licensor
during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday,
except for holidays) at 1-800-336-9193 (also a 24-hour, 7-day number for emergency calls) to
determine if.fiber optic cable is buried anywhere on the Licensor's premises to be used by the
Licensee. If it is, Licensee will telephone the telecommunications company(ies) involved,
arrange for a cable locator, make arrangements for relocation or other protection of the fiber optic
cable, all at Licensee's expense, and will commence no work on the Licensor's property until all
sucli protection or relocation has been accomplished. To the extent allowed by law, Licensee
shall indemnify and hold the Licensor harmless fiom and.against all costs, liability and expense
whatsoever (including, without limitation, attorneys' fees, court costs and expenses) arising out of
or caused in any way by Licensee's failure to comply with the provisions of this paragraph.
B. IN ADDITION VO OTHER. INDEMNITY PROVISIONS IN THIS AGREEMENT, TO
THE.EXTENT ALLOWED BY LAW, THE LICENSEE SHALL, AND SHALL, CAUSE ITS
CONTRACTOR TO, RELEASE, INDEMNIFY, DEI+END AND HOLD THE LICENSOR
HARMLESS FROM AND AGAINST ALL COSTS, LIABILITY AND EXPENSE
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES,
COURT COSTS AND EXPENSES). CAUSED BY THE. NEGLIGENCE OF THE
LICENSEE, ITS CONTRACTOR, AGENTS AND/OR EMPLOYEES, RESULTING IN (1)
ANY DAMAGE TO OR DESTRUCTION OF ANY TELECOMMUNICATIONSSYSTEM
ON LICENSOR'S PROPERTY, AND/OR (Z) ANY INJURY TO OR DEATH OF ANY.
.PERSON EMPLOYED BY OR ON': BEHALF OF ANY TELECOMMUNICATIONS
initial COMPANY, AND/OR ITS CONTRACTOR, AGENTS AND/OR EMPLOYEES, ON
LICE, NSOR'S PROPERTY; EXCEPT TO.,THE EXTENT H~ SUCH COSTS, LIABILITY
OR EXPENSES ARE CAUSED SOLELY BY THE DIRECT ACTIVE NEGLIGENCE OF
THE LICENSOR. LICENSEE FURTHER AGREES THAT IT SHALL NOT HAVE OR
SEEK RECOURSE AGAINST LICENSOR FOR ANY CLAIM OR CAUSE OF ACTION
FOR ALLEGED LOSS OF PROFITS OR REVENUE .OR LOSS OF SERVICE OR `
OTHER CONSEQUENTIAL DAMAGE TO A TELECOMMUNICATION COMPANY
USING LICENSOR'S PROPERTY OR A CUSTOMER OR USER OF SERVICES OF
THE FIBER OPTIC CABLE ON LICENSOR'S PROPERTY..
Section 8. CLAIMS AND LIENS FOR LABOR AND MATERIAL; TAXES.
- A. The Licensee shall fully pay for all materials joined or affixed to and laborperformed upon
property of the Licensor in connection with the construction, maintenance, repair, renewal,
modification or reconstruction of the Pipeline, and shall not permit or suffer any mechanic's or
rnaterialtnan's lien of any kind or nature to be enf&ced against the property for any work dorre or
materials furnished thereon at the instance or request or oil behalf of the Licensee. To the extent
inldal allowed by law, Tke Licensee shall indemnify and hold harmless the Licensor against And from
any and all liens, claims, demands, costs and expenses of whatsoever nature irn any way
connected with or growing out of such work done, labor performed, or materials furnished.
B. The Licensee shall promptly pay or discharge all taxes, charges and assessments levied upon, in
respect to, or on account of the Pipeline, to prevent the same 6Qnt becoming a. charge or I ien upon
property of the Licensor, and so that the taxes, charges and assessments levied upon .or in respect
to such property shall not be increased because of the location, construction or maintenance of the
Pipeline or any improvement; appliance or fixture Connected therewith placed upon. such.1
property, or on account of the Licensee's interest therein. Where such tax; change or assessment
may not be separately made or assessed to the Licensee but shall be included in the assessment of
the property of the Licensor, then the Licensee shall pay to the Licensor an equitable proportion
of such taxes determined by the value of the Licensee's property upon property of the Licensor as
compared with the entire value of such property.
Section 9. RESTORATION OF LICENSOR'S PROPERTY.
In the event the Licensee in any manner ►noves or disturbs any of the property of the Licensor in
connection with the construction, maintenance, repair, renewal, modification, reconstruction, relocation or
removal of the Pipeline, then in that event the. Licensee shall, as soon as possible and at Licensee's sole
expense, restore such property to the same condition as the same were before such property was moved or
disturbed, and to the extent allowed by law, the Licensee sliall'indemnify and hold harmless the Licensor,
its officers, agents and employees, against.and from any and all liability, loss, damages, claims.i4emands,
costs and expenses of whatsoever nature, including court costs and attorneys' fees, which may result fioni
hijuiy .to or death of persons whomsoever, or damage to or loss or destruction of property whatsoever,
when such injury, death, damage., loss or destruction grows .out of or arises from the moving or
disturbance of any other property of the Licensor.
Section 10. INDEMN TY.
A. As used in this Section, "Licensor" includes other railroad companies using the Lieeusor's.
property at or near the location of floe Licensee's installation and their officers, agents, and
employees; "Loss" includes loss, damage, -claims, demands, actions, causes of action, penalties,
costs, and expenses of whatsoever nature, including court costs and attorneys' fees, which may
result from: (a) injury to or death of persons whomsoever (including the Licensoe's officers,
agents, and employees, the Licensee's officers, agents, and employees, as well as any other
person); and/or (b) damage toor loss or destruction of property whatsoever (including Licensee's
property, damage to the roadbed, tracks, equipment, or other property of the Licensor, or property
in its care or custody).
B. AS A MAJOR INDUCEMENT AND IN CONSIDERATION OF THE LICENSE AND
PERMISSION HEREIN GRANTED, TO THE FULLEST EXTENT PERMITTED BY
LAW, THE LICENSEE SHALL,' AND SHALL CAUSE ITS CONTRACTOR TO,
RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE LICENSOR FROM
ANY LOSS WHICH IS DUE TO OR.ARISES FROM.
1. THE PROSECUTION OF ANY WORK CONTEMPLATED BY THIS AGREEMENT
INCLUDING THE INSTALLATION, CONSTRUCTION, MAINTENANCE, REPAIR;
RENEWAL, MODIFICATION, RECONSTRUCTION; RELOCATION, OR RE,
OF THE PIPELINE OR ANY PART THERE OF;
2. ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE;
3. THE PRESENCE, OPERATION, OR USE OF THE PIPELINE OR CONTENTS
ESCAPING THEREFROM;
4. THE ENVIRONMENTAL STATUS OF THE PROPERTY CAUSED BY OR
CONTRIBUTED TO BY LICENSEE;
5. ANY ACTOR OMISSION OF LICENSEE OR LICENSEE'S OFFICERS., AGENTS,
INVITEES, EMPLOYEES, OR CONTRACTORS OR ANYONE DIRECTLY OR
INDIRECTLY EMPLOYE D,BY ANY OF THEM, OR ANYONE THEY CONTROL OR
EXERCISE CONTROL OVER; OR
G. LICENSEE'S BREACH OF THIS AGREEMENT,EXCEPT TO THE EXTENT
WHERE THE LOSS IS CAUSED BY THE SOLE DIRECT AND ACTIVE NEGLIGENCE
OF THE LICENSOR, AS DETERMINED IN A FINAL JUDGMENT BY A COURT. OF
COMPETENT JURISDICTION, IT BEING THE INTENTION OF THE PARTIES: THAT
THE ABOVE INDEMNITY WILL OTHERWISE APPLY TO LOSSES CAUSED BY OR
ARISING FROM, IN WHOLE OR IN PART, LICENSOR- S NEGLIGENCE.
41nitj�l
C. UpoR -frr t•tenRgtiwZiv T nee 7V sVvna.e thfeeeeding jpeught apinst a ny hid , assume
defense, illelt ding, bt# niet.
li itrrted te,- i-ensseiscviv Fccivrney'S fe08, iliiv9i#gflt0V8' fQe9, litigatiffil- dH t3eal- em enses,
settlement payments amid amneunts paid in safisfaefieftefjudgments.,
Sectioji 11. REMOVAL OF PIPELINE UPON TERMINATION OF AGREEMENT:
Prim to the termination of this Agreement howsoever, the Licensee shall, at Licensee's.sole
expense, remove the Pipeline from those portions of the property not occupied by the roadbed and track
or tracks of the Licensor :and shall restore, to the satisfaction of tine Licensor, such portions of such
property to as good a condition as they were in at the time of the construction of the Pipeline. If the
Licensee fails to do the foregoing, the Licensor may, but is not obligated, to perform such work of
removal and restoration at the cost and expense of the Licensee. In the event of.the removal by tile
Licensor of the property of the Licensee and of the restoration of the roadbed and property as herein
provided, the Licensor shall in no manner be liable to the Licensee for any da►nage sustained .by the
Licensee for or on account thereof, and such removal and restoration shall in no nnaiiner prejudice or
impair any right of action for dannages or otherwise, that the Licensor may have, against the Licensee.
Section 12. WAIVER Oli BREACH.
The waiver by the Licensor of the breach of any condition, covenant or agreement herein
contained to be kept, observed and performed by the Licensee shall in no way impair the right 'of !the
Licensor to avail itself of any remedy for any subsequent breach thereof.
Section 13. TERMINATION.
A. If the Licensee does not use the right herein granted or the Pipeline for one (1) year, or if the
Licensee continues in default in the performance of any covenant or agreement herein contained
fora. period of thirty (30) days after written notice from the Licensor to the Licensee specifying
such default, the Licensor may, at its option, forthwith immediately terminate this Agreement by
written notice.
B. In addition to the provisions of subparagraph (a) above, this Agreement may be terminated by
written notice given by either party hereto to the other on any date in such notice stated, not less,
however, than thirty (30) days subsequent to the date upon which such notice shall be given.
C. Notice of default and notice of termination 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 prior thereto.
Section 14. AGREEMENT NOT TO BE ASSIGNED,.
The Licensee shall not assign this Agreement, in whole or in part, or any rights herein granted,:
without the written consent of the Licensor, and it is agreed that any transfer or assignment or attempted
transfer or assignment of this Agreement or any of the rights Herein granted, whether voluntary, by
operation of law, or otherwise; without such consent in writing, shall be absolutely void and, at the option
of the Licensor, shall terminate this Agreement.
Section 15. SUCCESSORS AND ASSIGNS.
Subject to the provisions of Section 14 hereof, this Agreement shall be binding upon and inure to
the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns.
Section 16. SEVERABUM.
Any provision of this Agreement which is determined by a court of competent jurisdiction to be
invalid or unenforceable shall be invalid or unenforceable only to the extent of such determination, which
shall not invalidate or otherwise render ineffective any other provision:of this Agreement:
Approved: insurance Group
Created: 9/23/05
Last Modified: 03/24/10
Fonn Approved, AVP•Law
EXHIBIT C.
Union. Pacific Railroad Company
Contract Insurance Requires rents
Licensee shall, at its sole cost and expense, procure and maintain during the life of this Lease (except as
otherwise provided in this Lease) the following insurance coverage which may be self-insurance.
A. Commercial General Liability insurance., Commercial general liability (CGL) with a. limit .of
not less than $2,000,000 each occurrence and an aggregate limit of not less than $4,000,000. CGL
insurance must be written on ISO occurrence form .CG 00 01 12 04. (or a substitute form providing`
equivalent coverage).
The policy must also contain the following endorsement, WHICH MUST BE STATED ON THE
CERTIFICATE OF INSURANCE: "Contractual Liability -Railroads" ISO form CG 24 17 10.01 (or a
substitute form providing equivalent coverage) showing "Union Pacific Railroad Company Property" as.
the Designated Job Site.
B. Business Automobile Coverage insurance, Business auto coverage written on ISO form CA 00
01 10 01''(or a substitute form providing equivalent liability coverage) with a limit.of not less $2,00000
for eRch accident; and coverage inust-include liability arising out of any auto. (including owned, hired, and
non -owned autos).
I
The policy must contain the following endorsements, WHICH MUST BE STATED ON THE
CERTIFICATE OF INSURANCE: "Coverage For Certain Operations in Connection With Railroads" ISO
form CA 20 70 10 01 (or a substitute form providing .equivalent coverage) showing "Union Pacific
Property" as the Designated .lob Site.
C. Workers Comnensation and Lmg oyers Liability insurance. Coverage must include but not he
limited to:
Licensee's statutory. liability tinder the workers' compensation laws of the state(s) affected by this
Agreement.
Efnployers' Liability (Part B) with limits of at ,least $500,990 each accident, $500,000 disease policy limit
$500,000 each employee.
If Licensee is self -insured, evidence of state approval and excess workers compensation coverage must be
provided Coverage must include iiability arising out of the U. S. Longshoremen's and Harbor Workers'
Act, the Jones Act, and the Outer. Continental Shelf Land Act, if applicable.
D. Railroad Protective Liability insurance. Licensee or its contractors :rust maintain. "Railroad
Protective. Liability" insurance written on ISO occurrence form CG 00 35 12 04. (or a substitute form
providing equivalent coverage) on behalf of Railroad only as named insured, with a limit of not'less than
$2,000,000 per occurrence and an aggregate of $6,000,000:
The definition of "JOB LOCATION" and "WORK' oil the declaration page of the policy sliall refer to
this Agreement and shall describe all WORK or OPERATIONS peirfor►ned under this agreement
E. Umbrella or Excess insurance. `If Licensee utilizes umbrella or excess policies, and these
policies must "follow form" and'i fford no less coverage than the primary policy.
Other Requirements'
F. All policy(ies) required above (except worker's compensation and employers liability) must
include Railroad as "Additional Insured" using lSO Additional Insured Endorsements CG 20 26, and CA
20 48 (or substitute forms providing equivalent coverage). The coverage provided to Railroad,. as
additional insured sliall, to.the extent: provided under ISO Additional Insured Endorsement CG 20 26,
and CA_20 48 provide coverage for Railroad's negligence whether sole or partial, active or passive, and
shall not be limited by Licensee's liability under the indemnity provisions of this Agreement.
G. Punitive damages exclusion; if any, must be deleted (and the deletion indicated on the certificate'.
of insurance), unless (a) insurance coverage may not lawfttlly be obtained for any punitive damages that.
may arise under this agreement,.or (b) all punitive damages are .prohlbited by.all states iu which this
agreement will be performed.
H. Licensee. waives all rights of recovery, and .its insurers also waive all rights of subrogation of
damages against Railroad and its agents, officers, directors and employees for damages covered by the
workers compensation and employers liability or commercial umbrella or excess liability :obtained by
Licensee required in this agreement, where permitted by law This waiver must be stated on the certificate
of insurance.
><. Licensee is allowed to retain self -insure in whole or in pail any insurance obligation under this
Agreement, Any deductible or retention shall be for the: account of Licensee. if Licensee elects to Main
¢self insure) in whole or in part any insurance required by this Agreement Licensee agrees that it shall
provide Railroad with the same coverage that would have been provided to it by the required commercial ,
in forms had customer obtained commercial insurance, subiecf to all applicable immunities and
1wotections afforded Licensee by law, statute, or ►•eeulation. For all coverage not retained (seelf
insured) Licensee shall furnish Railroad with a certifieate(s) of insu►ence,.executed by a duly authorized
representative of each insurer, showing compliance with the. insurance requirements in this Agreement; -
which must be written by a reputable insurance company acceptable to Railroad or with. a current Best's
Insurance otiide Rating of A- and Class Vll or better, and authorized to do business in the state(s) in
which this license is granted.
J. The .fact thatinsurance is obtained by Licensee or by Railroad on behalf of Licensee will not be
dee►ned to releaset oi,diminish the liability of Licensee, including, without li►Atation, liability under the
indemnity provisions of this Agreement. Damages recoverable by Railroad &oni Licensee or any third
party will not be limited by the amount of the required insurance coverage.
Pipeline Crossing 07)20/08
Form Approved, AVP-i.aw
EXHIBIT D
SAF ETY STANDARDS
1MiIMMUM SAFETY REQUIREMENTS
.The terns "employees" as used herein refer to all employees of Licensee or its contractors, subcontractors,
or agents, as well as any subcontractor or agent of any Licensee.
1. Clothing
A. All employees of Licensee will be suitably dressed to perform their duties safely and in a
manner that will not interfere with their vision, hearing, or free use of their hands or feet.
Specifically, Licensee's employees must wear:
(i) Waist -length shirts with sleeves..
(ii) Trousers that cover the entire leg. If flare -legged trousers are worn, the trouser
bottoms must be tied to prevent catching.
(iii) Footwear that covers their ankles and has a defined heel Employees working on
bridges are required to wear safety -toed footwear that conforms to the American
National Standards Institute (ANSI) and l RA footwear requirements.
B. Employees shall not wear boots (other than work boots), sandals, canvas -type shoes, or
other shoes that have thin soles or heels that are higher than normal.
C. Employees must not wear loose or ragged clothing, neckties, finger rings, or other loose
jewelry while operating or working on machinery.
11. Personal Protective Equipment
Licensee shall require its employee to wear personal protective equipment as specified by
Railroad rules, regulations, or recommended or requested by the Railroad Representative.
(i) Hard hat that meets the American National Standard, (ANSI) Z89.1 — latest revision.
Hard hats should be affixed with Licensee's company logo or name.
(ii) Eye protection that meets .American National Standard (ANSI) foroccupational and
educational eye and face protection, Z87.1 - latest revision. Additional eye protection
must be provided to meet specific job;situations such as.welding, grinding; etc.
(iii) Hearing protection, wliich affords enough attenuation to give protection from noise levels
that will be occurring on the job site. Hearing protection, in the form of plugs or muffs;
► ust be worn when employees are within; .
■ 100 feet of a locomotive or roadway/work equipment
■ 15 feet of power operated tools
■ 150 feet .of jet blowers or piledrivers
■ 150 feet of retarders in use (when within 10 feet, employees must wear dual ear
protection — plugs and muffs)
(iv) Other types of personal protective equipment, such as respirators, fall prolection
equipment, and face shields, must be worn as recommended or requested by the Railroad
Representative.
III. On Track Safety
Licensee is responsible for compliance with the Federal Railroad Administration's Roadway
Worker Protection regulations — 49CFR214, Subpart.0 and Railroad's On -Track _Safety rules.
Under 49CFR214, Subpart C, railroad contractors are responsible for the training of their
employees on such regulations. In addition to the instructions contained in Roadway Worker
Protection regulations, all employees must:
(i) Maintain a minimum distance of at least twenty-five (25) feet to any track unless the
Railroad Representative is present to authorize movements.
(ii) Wear an orange, reflectorized 8york wear approved by the Railroad Representative,
(iii) Participate in a job briefing that will specify the type of On -Track Safety for the type of
work being performed. Licensee must take special note of limits of.track authority, which
tracks may or may not be fouled, and clearing. the track. Licensee will also receive
special instructions relating to the work zone around machines and minimum distances
between machines while working or traveling.
IV. Equipment
A. It is the responsibility of Licensee to ensure that all equipment is in a safe condition to
operate. If, in the opinion of the Raihroad Representative, any of Licensee's equipment is
unsafe for use, Licensee shall remove such equipment froth Railroad's property. In.
addition, Licensee must ensure that the operators of all equipment are properly trained
and competent in the safe operation of the equipment. In addition, operators must be;
0 Familiar and comply with Railroad's rules on lockout/tagout of equipment.
M Trained in and comply with the applicable operating rules if operating any by -rail
equipment on -track.
0 Trained in and comply with the applicable air brake rules if operating any
equipment that moves rail cars or any other rail bound equipment.
B. ' All self-propelled equipment must be equipped with a first -aid kit, fire extinguisher, and ,
audible back-up warning device,
C. Unless otherwise authorized by the Railroad Representative, all equipment must be
parked a minimum of twenty-five (25) feet from any track. Before leaving any
equipment unattended, the operator must stop the . engine and properly secure, the
equipment against movement:
D. Cranes must be equipped with three orange cones that will be used to mark the working
area of the crane and the minimum clearances to overhead powerlines.
V. General Safety Requirements
A. Licensee shall ensure that all waste .is properly disposed of in accordance with applicable
federal and state regulations.
B. Licensee shall ensure that all employees participate in and comply with a job briefing
conducted by the Railroad Representative, if applicable. During this briefing, the
Railroad Representative will specify safe work procedures, (including On -Track Safety)
and the potential hazards of the job, if any employee has any questions or concerns about
the work, the employee must voice them during the job briefing. Additional job briefings
will be conducted during the work as conditions, work procedures, or personnel change.
C. All track work performed by Licensee meets the minimum safety .requirements
established by the Federal. Railroad Administration's Track Safety Standards 49CFR213,
D. All employees comply with the following safety procedures when working around any
railroad track:
(i) Always be on the alert for moving equipment. Employees must always expect
movement on any track, at any time, in either direction.
(ii) Do not step or walk on the top of the rail, frog, switches; guard rails, or other
track components.
(iii) In passing around the ends of standing cars, engines, roadway machines or work
equipment, leave at least 20 feet between yourself and the end of the equipment.
Do not go between pieces of equipment of the opening: is less than one car length
(50 feet).
(iv) Avoid walking or standing on a track unless so authorized by the employee in
charge.
(v) Before steppingover or crossing tracks, look in both directions first.
(vi) Do not sit on, lie under, or cross between oars except as required in the
performance of your dirties and only when track and equipment'have been
protected against movement.
E. All employees must comply with all federal and state. regulations concerning workplace
safety.
SUBMITTING RE, QUESTS FOR
RAILROAD PROTECTIVE LIABILITY INSURANCE
($2,000,000 per occurrence/$6,000,006 aggregate)
Application forms for inclusion in Union Pacific Railroad's . Blanket Railroad Protective Liability
Insurance Policy may be obtained by accessing the following website (includes premiums as well):
www.uprr:coinlreus/rri iisure/insurovr.slit►u l .
If you have questions regarding railroad protective liability insurance (i.e. premium quotes, application)
please contact the Marsh USA Service Team,. Bill Smith or Cindy Long at:
Phone: (800) 729-7001
Fax: (816) 556-4362
Email: willian►.j.sit►itl►@marsh.com
Email: cindy.Iong@marsh.com
*PLEASE NOTE - The RPLI application and premium check should be sent directly to Marsh, USA at
the address shown below - do NOT send your check and application via overnight air, as the P.O. Box
will NOT accept overnight deliveries.
If you are in a situation where you require a RUSH, please contact Bill Smith or Cindy Long and they
will do their best to accommodate your needs. All checks written to Marsh, USA should reference Union
Pacific Railroad in the "Memo" section of the check.
Send Checks and Applications to the following "NEW" address:
Marsh USA
NW 8622
PO Box 1450
Minneapolis, MN 55485-8622
#3
EX E
CONTRACTOR'S ENDORSEMENT
Fol er No
NAME,
ADDRESS.
CONTACT/REPRESENTATIVE:
PHONE NUMBER
(hereinafter "Contractor") hereby acknowledges that it has reeeived:a copy of that certain Pipeline
Crossing Agreement dated , 200^ ("Agreement"); between UNION PACIFIC
RAILROAD COMPANY, a Delaware corporation ("Licensor"), and
a ("Licensee")
I . As a condition to entering upon Licensee's property to perform .work pursuant to
said Agreement, Contractor hereby agrees, in consideration for Licensoe's willingness to include
Licensee's contractors (including Contractor) among the parties authorized to enter Licensors
property under the terms and conditions of the Agreement, for the benefit of Licensor, to comply
with all the terms and provisions of the Agreement applicable to.Licensee relating to the work to
be performed including, without limitation:
obtaining the required RAILROAD Protective Liability Insurance in
accordance with the requirements of Article 5 and Exhibit C to the
Agreement before Contractor enters Licensoe's property or commences
any work.
- complying with all terms and conditions of Exhibit B of the Agreement,
which include, without limitation, specific provisions on construction
(Section 2); notification/flagging/safety (Section 3); non-interference,
with Licensoe's operations (Section 6); protection of fiber optic cable
systems (Section 7); claims and liens (Section 8);. and restoration
(Section 9).
complying with the Minimum Safety Requirements in Exhibit D of the
Agreement.
2, Furthermore, Contractor hereby agrees that:
A. Fiber optic cable systems may be buried on the Licensors property. Protection
of the fiber optic cable systems is of extreme importance since any break could disrupt sewice to
users resulting in business interruption and loss of revenue and profits. Contractor shall contact
the Licensor during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through
i
I
i
Friday, except for holidays) at 1-800-336.9193 (also a 24-hour, 7-day number for emergency
calls) to detentinine if fiber optic cable is buried anywhere on the Licensors property to be used by
the Contractor, if it is, Contractor will contact the telecommunications company(ies) involved;
arrange for a cable locator, snake arrangements for relocation or other protection of the fiber optic
cable, all .at Contractor's expense, and will commence no work on the Licensor's property until
all such protection or relocation has been accomplished.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN ADDITION TO OTHER .
INDEMNITY .PROVISIONS IN THIS AGREEMENT, THE CONTRACTOR SHALL, AND
SHALL CAUSE ITS SUBCONTRACTORS, AND ITS AND THEIR SUCCESSORS AND
ASSIGNS, TO (1) WAIVE AND RELEASE ALL CLAIMS.AGAINST LICENSOR, ;ITS
AFFILIATES AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS,
INDEPENDENT CONTRACTORS, SUBCONTRACTORS, AGENTS; AND. ITS AND THEIR
EMPLOYEES, AND..ITS AND THEIR SUCCESSORS AND ASSIGNS (HEREAFTER
"LICENSOR INDEMNIFIED- PARTIES"); AND (2) INDEMNIFY, DEFEND AND HOLD
THE LICENSOR AND LICENSOR INDEMNIFIED PARTIES HARMLESS FROM AND
AGAINST CLAIMS OR ACTIONS OR CAUSES OF ACTION NOW OR HEREAFTER
ARISING FOR ALL COSTS, LIABILITIES AND EXPENSES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, ATTORNEYS' FEES, COURT COSTS AND EXPENSES), LOSS
OF PROFITS OR REVENUE OR LOSS OF SERVICE OR .OTHER CONSEQUENTIAL
INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OR LIABILITIES TO ANY:
AUTHORIZED PERSONS OR ENTITIES USING LICENSOR'S PROPERTY, INCLUDING
WITHOUT LIMITATION THOSE CAUSED BY THE NEGLIGENCE OF THE
CONTRACTOR, ITS SUBCONTRACTORS, AGENTS AND/OR EMPLOYEES, RESULTING
1N (A) ANY DAMAGE TO OR, DESTRUCTION OF ANY PROPERTY (INCLUDING
WITHOUT LIMITATION ANY TELECOMMUNICATIONS SYSTEM ON LICENSOR'S
PROPERTY),. (B) ANY ALLEGED LOSS OF PROFITS OR REVENUE OR LOSS OF
SERVICE OR OTHER INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OR OTHER
CERTAIN CONSEQUENTIAL DAMAGES OR.LIABILITIES TO ANY PERSON OR PARTY
(INCLUDING WITHOUT LIMITATION A TELECOMMUNICATIONS COMPANY USING
LICENSOR'S_PROP.ERTY) OR TO A CUSTOMER OR END USER OF SERVICES OF THE
FIBER OPTIC CABLE ON LICENS"OR'S PROPERTY,.AND/OR (C) ANY INJURY TO OR
DEATH OF ANY PERSON EMPLOYED BY OR ON BEHALF OF ANY PERSON OR
PARTY (INCLUDING, WITHOUT LIMITATION, ANY TELECOMMUNICATIONS
COMPANY, AND/OR ITS CONTRACTORS, SUBCONTRACTORS, AGENTS AND/OR
EMPLOYEES, ON LICENSOR'S PROPERTY), EXCEPT TO THE EXTENT SUCH COSTS,
LIABILITY OR EXPENSES ARE CAUSED BY 'EITHER THE DIRECT AND ACTIVE
NEGLIGENCE, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
LICENSOR, AS DETERMINED IN A FINAL JUDGMENT BY A COURT OF COMPETENT
JURISDICTION. THE DIRECT AND ACTIVE NEGLIGENCE OR GROSS NEGLIGENCE
OF ANY INDEMNIFIED PARTY SHALL NOT BAR. THE RECOVERY OF ANOTHER
INDEMNIFIED PARTY.
B. bi addition to and without limiting other rights or remedies of Licensor under this
Agreement or under applicable law, for purposes of this Section B:
1. "Licensor" means each And All of Licensor and its affiliates and any other railroad
companies using the Licensor's property at or near the location of tlnc Licensee's
installationand each of its and their directors,; officers, employees, independent
contractors, subcontractors, agents, partners; joint venturers, and its and their
successors and assigns; and
2. "Loss" includes claims, demands, suits, actions, causes of action, whether or not
involving a third party claim, penalties, costs, and expenses of whatsoever nature,
including court costs and attorneys' fees, which may result from: (a) injury to or
death of persons whomsoever (including the Licensors directors, officers,
employees, independent contractors, agents, partners, joint venturers, and its and
their successors and assigns, the Contractor's.directors, officers, agents and
employees as well as any other person);.and/or (b) damage to or loss or
destruction of property whatsoever (including Contractor's property, damage to
the roadbed, tracks, equipment, or other .property of the Licensor, or property in
its care or custody).
TO THE FULLEST EXTENT PERMITTED BY. LAW,, THE CONTRACTOR SHALL, AND
SHALL CAUSE ITS SUBCONTRACTORS TO,WAIVE AND RELEASE, INDEMNIFY,
DEFEND AND HOLD HARMLESS THE LICENSOR AND LICENSOR'S INDEMNIFIED
PARTIES FROM AND AGAINST ANY LOSS WHICH IS DUE TO OR ARISES FROM:
a) THE PERFORMANCE OF Oft ANY FAILURE TO PERFORM ANY WORK
CONTEMPLATED BY THIS AGREEMENT BY CONTRACTOR OR ITS
SUBCONTRACTORS, INCLUDING BUT NOT LIMITED TO THE
INSTALLATION, CONSTRUCTION, MAINTENANCE, REPAIR,
RENEWAL, MODIFICATION, RECONSTRUCTION, RELOCATION, OR
REMOVAL OF THE WIRELINE OR ANY PART THEREOF;
b) ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THE LICENSE;
c) THE PRESENCE, OPERATION, OR USE OF THE WIRELINE OR
ELECTRICAL INTERFERENCE OR OTHER TYPES OF INTERFERENCE.
CREATED OR CAUSED BY THE WIRELINE OR ESCAPING FROM THE..
WIRELINE;
d) THE ENVIRONMENTAL STATUS OR CONDITION OF THE PROPERTY
CAUSED BY OR CONTRIBUTED TO BY CONTRACTOR OR ITS
SUBCONTRACTORS;
e} THE MOVING OR DISTURBANCE BY THE CONTRACTOR OR ITS
SUBCONTRACTORS OF ANY PROPERTY OF LICENSOR OR OTHER
AUTHORIZED PERSONS OR PARTIES ON LICENSOR'S PROPERTY
WHETHER OR NOT PERMITTED UNDER THE TERMS OF THIS
AGREEMENT;
f) ANY ACT OR OMISSION OF CONTRACTOR OR CONTRACTOR'S
DIRECTORS, OFFICERS, SUBCONTRACTORS OR ITS OR THEIR
EMPLOYEES OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY
ANY OF THEM, OR ANYONE THEY CONTROL OR EXERCISE CONTROL
OVER; OR
g) THE ACTUAL OR ALLEGED BREACH, OF THIS AGREEMENT BY
CONTRACTOR AND ITS SUBCONTRACTORS,
EXCEPT TO THE EXTENT THE LOSS IS CAUSED BY EITHER THE DIRECT AND
ACTIVE NEGLIGENCE OR GROSS NEGLIGENCE OR. WILLFUL MISCONDUCT OF THE
LICENSOR, AS DETERMINED IN A FINAL JUDGMENT BY A COURT OF COMPETENT
JURISDICTION,
Upon written notice from Licensor, Contractor agrees to. assume the defense of any lawsuit or
proceeding brought against Licensor or any of Licensor's Indemnified Patties 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 harnniess any indernnitee, provided, however.. thatwith respect
to any indemnity for the benefit of Licensor hereunder (I.) Licensor.or.any of Licensor's.
Indemnified Parties atits option may participate and appear in the defense of any such claim, and
(2) Licensor or any of Licensor's Indemnified Parties may undertake control ofsuch defense in
the event of a material failure of Licensee to undertake the same. Contractor shall pay all costs
incident to such defense, including; but not limited to, reasonable attorney's fees, investigators'
fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of
judgments. Contractor shall not concede or settle any claim without the prior written approval of.
Licensor or any of Licensor's Indemnified Parties,
C. THE RIGHT TO INDEMNITY UNDER THIS SECTION 2 SHALL ACCRUE.
UPON OCCURRENCE OF THE EVENT GIVING RISE TO THE LOSS, AND SHALL APPLY
REGARDLESS OF ANY NEGLIGENCE OR STRICT LIABILITY OF ANY INDEMNIFIED
PARTY, EXCEPT WHERE THE LOSS IS CAUSED BY THE DIRECT AND ACTIVE
NEGLIGENCE OR GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF LICENSOR AS
ESTABLISHED BY THE FINAL JUDGMENT OF A COURT .OF COMPETENT
JURISDICTION. THE DIRECT AND ACTIVE NEGLIGENCE OR GROSS NEGILIGENCE
OR WILFUL MISCONDUCT OF ANY °INDEMNIFIED PARTY SHALL NOT BAR THE
RECOVERY OF ANY OTHER INDEMNIFIED PARTY.
D. CONTRACTOR EXPRESSLY AND SPECCIFICALLY . ASSUMES.
POTENTIAL LIABILITY UNDER THIS SECTION 2 FOR CLAIMS OR ACTIONS
BROUGHT BY CONTRACTOR'S OWN EMPLOYEES. CONTRACTOR WAIVES ANY
IMMUNITY IT MAY HAVE UNDER WORKERS ,COMPENSATION OR .INDUSTRIAL
INSURANCE ACTS TO INDEMNIFY LICENSOR UNDER THIS SECTION I
CONTRACTOR ACKNOWLEDGES THAT THIS WAIVER WAS MUTUALLY
NEGOTIATED BY THE PARTIES HERETO.
E. NO COURT OR JURY FINDINGS IN ANY EMPLOYEE'S SUIT PURSUANT
TO ANY WORKER'S COMPENSATION ACT OR. THE FEDERAL. EMPLOYERS'
LIABILITY ACT MAY BE RELIED UPON OR USED BY CONTRACTOR IN ANY
ATTEMPT TO ASSERT LIABILITY AGAINST LICENSOR.
F. THE PROVISIONS OF THIS SECTION 2 SHALL SURVIVE THE
COMPLETION OF ANY WORK PERFORMED BY CONTRACTOR. IN NO EVENT SHALL
THIS SECTION 2 OR ANY OTHER PROVISION OF THE HERETORFORE REFERENCED
AGREEMENT BE DEEMED TO LIMIT ANY LIABILITY CONTRACTOR MAY HAVE TO
ANY INDEMNIFIED PARTY BY STATUTE OR UNDER COMMON LAW.
NOV 2 2 2011
Folder: 02579-79
DOREEN BLACKSTONE
CITY OF DENTON
901 A TEXAS ST
DENTON TX 76209
RE: Proposed Construction of a 36 Inch Wastewater Pipeline Crossing at Mile Post 718.95 on the
Choctaw Subdivision/Branch at or near Denton, Denton County, Texas
Doreen:
Attached is your original copy of our Agreement, fully executed on behalf of the Railroad Company.
When you or your representative enters the Railroad Company's property, a copy of this fully -executed
document must be available at the site to be shown on request to any Railroad employee or official.
In accordance with the terms of the Agreement, you are required to notify the following Railroad
Company's Manager of Track Maintenance, Manager of Signal Maintenance, and the
Telecommunications ("Call Before You Dig") number at least 10 days in advance of the date you plan on
entering the right of way for further instructions and approval to commence construction.
Lonnie Matteson - MTM Harvey Lantrip - MSM
Union Pacific Railroad Company Union Pacific Railroad Company
Idmattes@up.com 1400 N Dallas St
903.415.2485, Cell 432.923.9450 Ennis, TX 75119
402.501.4371, Cell 214.316.7836
Telecommunications ("Call Before You Dig"): 1-800-336-9193
Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340
As an additional note, the top of the casing must be a minimum of two feet below any existing fiber optic
cable. Any open excavation required within five feet of the fiber optic cable must be dug by hand.
All future insurance notices should be forwarded to:
Real Estate Department
Folder No: 02579-79
Union Pacific Railroad Company
1400 Douglas Street STOP 1690
Omaha, NE 68179-1690
Sincerely,
Jon E. Devish
Manager - Contracts - Real Estate
Email: JEDEVISH@up.com
Phone: (402) 544-8563