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18-1889� �'' � .i ii�` • �• • � � � • �• , , � � i • � � � ► • • • � ' ��; � �� ' . � . � . �� . . . ,, � . , � . �. �� . . �� . � . � ., � � � i' � � �� ; WHEREAS, Union Pacific Railroad ("UPRR") regulates that all utilities that cross above or below UPRR's right of way must obtain the approval to construct, maintain, or operate facilities located in UP R right of way; and WHEREAS, UPRR requires that the City of Denton ("Denton") comply with its regulations by executing a Wireline Crossing Agreement (the "Agreement"), and obtain required permits far construciion, maintenance, and operation of facilities in UPRR right of way; and WHEREAS, Denton intends to canstruct, maintain, and operate electric facilities within UP R right of ways, specifically crossing the existing railroad track at Mile Post 719.95 in Denton, Denton County, Texas; and WHEREAS, the City Council finds that it is in the public interest and beneiit to the citizens of Denton to execute the Agreement and to obtain required permits in order to construct, maintain, and operate Denton owned facilities located within UPR right of ways; NOW THE EFO THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTIONm2. The City Council hereby authorizes the City Manager, or his designee to execute the Wireline Crossing Agreernent, attached hereto as Exhibit "A," SECTION 3. The City Council further authorizes the City Manager, or his designee, to undertake actions to administer and implement the Agreement, including permit applications and the expenditure of funds. SECTION 4. This ordinance shall be effective immediately upon its passage and approval. Th� r7��rl�o�� ta� ��pa��,�°��c� C1�u� f)r,.�,�1�7��z�a�� va�r�� ade b�' ...�,�' ��d�'�..��.��.��'`�.�.� ., m �..... �� seconded bY �� .�m m� � �` �,�""��a.;�� °�� -�� the t�o•��i��.��n�; �uP��e� ��,��c� ��d ��z��v��d by the folN�r�^��r��:; �rrr��c � M�.� ��'" �; A�e Nay � �^�i�� ie� Absent Chris Watts, Mayor: � Gerard Hudspeth, District 1: � Keely G. Briggs, District 2: � Don Duff, District 3: ✓ John Ryan, District 4: � Deb Armintor, At Large Place 5: _�� ' Paul Meltzer, At Large Place 6: "° PASSED AND APPROVED this the �,�� day of �,„��'�'��" y� ____„__, 2018. CHRIS W�'�"C`�"'�''", MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY �. � , BY: � ��,�..a.� ��'�� ,°'� .��...�� , �� , � a m M . � APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY , � ,�� ,�.. � .... � � � �� BY: ��""� � �� '� °°'��" � �*� �..� �� w _ �.�., m. Wireline Crossing 051918 Last Modified: OS/19/18 Form Approved, AVP-Law � � , . ' � Mile Post: 719.95, Choctaw Subdivision Location: Denton, Denton County, Texas � � �n ' n �� '� �a��.�;�� . �� .. ...... Folder No. 03056-11 THIS AGREEMENT (66Agreement") is made and entered inta as of Navember 07, 2018, ("Effective Date") by and between UNION PACIFIC ILROAD COMPANY, a Delaware carporation, ("Licensor") and THE CITY OF DENTON, a Texas home rule municipal corporation to be addressed at 1685 Spencer Road, Dentan, Texas 76205 ("Licensee"). � . .; � 1 � � 1 :' ','' ' 1 . "1 1 Article 1. LICENSOR GRANTS RIGHT. A. ln consideration of the license fee to be paid by Licensee set forth below and in further consideration of the covenants and agreements to be performed by Licensee, Licensor hereby grants to Licensee the right to construct and thereafter, during the term hereaf, maintain and operate six (6) 138 kV, & seven (7) 13 kV overhead power wirelines only, including any appurtenances required for the operation of said wireline (collectively, "Licensee's Facilities") across Licensor's real property, trackage, or other facilities located in Denton, Denton County, State of Texas ("Railroad Property"). The specific specifications and limited purpose for Licensee's Facilities on, along, across and under Railroad Property are described in and shown on the Print and Specifications dated Octaber 15, 2018, attached hereto as Exhibit A and made a part hereof. B. Licensee represents and warrants that Licensee's Facilities will (i) only be used for overhead power wirelines, and (ii) not be used for any other purpose, whether such use is currently technologically possible, or whether such use may come into existence during the life of this Agreement. C. Licensee acknowledges that if it or its contractor provides Licensor with digital imagery depicting Licensee's Facilities ("Digital Imagery"), Licensee authorizes Licensor to use the Digital Imagery in preparing Exhibit A. Licensee represents and warrants that through a license ar otherwise, it has the right to use the Digital Imagery and to permit Licensor to use the Digital Imagery in said manner. Article 2. LICENSE FEE. Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time License Fee of Three Thousand Dollars ($3,000.00). Article 3. 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 provided in the °TERMINATION; REMOVAL OF LICENSEE'S FACILITIES" Sectian of Exhibit B. Articic 4. LICENSEE'S COMPLIANCI; WITIi GENERAL TFRMS. Licensee represents and warrants that all work on Licensee's FaciliYies performed by Licensee or its contcactors �vill strictly comply with all terms and conditions set forth herein, including the Genera] Terms and Conditions, attached hereto as Exhibit I� and made a part heceof. Article 5. INSURANCE. A. Ducing the term of this Agreement, Licensee shall fully comply or cause its contractor(s) to fully comply with the insurance requirements described in Exhibit C, attached hereto and made a part hereof. Licensee shall send copies of all insurance documentation (e,g., certificates, endorsements, etc.) to Licensor at the address listcd in the "NOT[CGS" Seciion of this Agreement. [3. If Licensee is subject to statute(s) limiting its ins�u�ance IiaUility and/or limiting its ability to obtain insurance in compliance with Exhibit C ofthis Agreement, those statutes shall apply. Article 6. DEFINTTION OF LICENSEE. For purposes or this Agreement, all references in this Agreement to Licensee will include Licensee's contractors, subconti•actors, officers, agents and employees, and oChers acting under its or their authority (collectively, a"Contcactor"). If a Contractor is hired by Licensee to perform any work on Licensee's Pacilities (including initial construction and subsequent relocation, maintenance, and/or repair work), then Licensee shall provide a copy of this Agreement to its Contractor(s) and require its Contcactor(s) to comply with all terms and condiiions of this Agreement, including the indemnification i•equirements set forth in The "INDGMNITY" Section of Exhibit B, Licensee shall require any Contractor to release, defend, and indemnify Licensor to the same extent and under the same terms and conditions as Licensee is required to release, defend, and indemnify Licensor herein. Article 7. ATTORiVEYS' FEES, EXPENSES, AND COSTS. ]f litigation or other couct action or similar adjudicatory proceeding is undertaken by Licensee or Licensor io enforce its rights under this Agreement, all fees, costs, and expenses, i�lcluding, without limitation, reasonable attorneys' fees and coin•t costs, of the prevailing Party in such action, suit, or proceeding shall be reimbursed or paid by the Party against ��+hose interest the judgment or decision is rendered. The provisions of this Article shall survive the termination of this Agreement. Article 8. WAIVER OF BREACH. The waiver by Licensor of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by Licensee shall in no way impair the ri�ht of Licensor to avail itself of any remedy for any subsequent breach tllereof. Article 9. ASSIGNMI'NT. A. Licensee shall not assign this Agreement, in ��hole oc in part, or any rights herein granted, without the written consent of Licensor, which must Ue rec�uested in �vriting by Licensee. Any assignment or attempted transfer of this Agreeinent or any of the rights herein granted, �+hether voluntary, by operation of law, or otherwise, without Licensor's written consent, �a�ill be absolutely void and may result in Licensor's termination of this Agreement ptn•suant to the "TERMINATION; REMOVAL OF LICENSEG'S PACILITIL-'S" Section of Exl►ibit B. E�. Upon Licensor's written consenl to eny assignmcnl, this n�;reemcnt will be bindin� upon and inure to the benefi� of the pai�ties thereto, successors, heirs, and assigns, executors, and adminis4•atois. Arlicle 10. SCVF,,RABILITY. Any provision of this Agreement which is detennined by a c�urt of comperent jurisdiction to be invalid or unenforceable shall be invalid or unenibrceable only to the extent of'such determination, which shall not invalidate or other�+�ise render ineffective any alher provision of this Agrecment. Article I1. NOTICES. L;xcept Licenser's commencement o1' work notice(s) required wtder f:xhibit l3, all other nocices required by this Agreement musl be in writing, and (i) personally scivcd upon the business address listed below ("Notice Address"), (ii) sent overnieh� via express delivery by T IIAUQI18IIy recognized overnight delivcry sorvicc such as I�'ederal �xpress Corporation or United Parccl Scivice to the Notice Address, or (iii) Uy certified m1il, return receipt requeste.d to the No�ice Address. Uvernight express delivery nntices �vill be decmcd to be given upon receipt. Cerlified m�il notices will be deemed to be given three (3) days after deposit with the Gniced States Postal Servicc. Ifto Licensor: Union P��cific IZ�ilroad Comp�ny Attn: Analyst — Renl f:state Ulililies (C)305C- I 1) 1�100 Douglas Street, MS 1 C90 Omaha, Nebrtisk<i C8179 Ifto l.icensee: CITY OF DLNT'ON, c/o 171�N"I'ON MUNICIPr1L GLL'CTRIC 1G85 Spencer Road fJcnlon, Texas, 76205 1N WITNrSS WNERFOF, rhe pniKies hereto havc caused this ngreement io be executed as oi' lhe dale lirsl herein wrillen. 111�1ION 1'AC1F1(': RA1LRnAD C;C)11PAN'Y B v: ,,� . Jka�aa .�� . �.� r�� lwt�rhr Scnirn•An�lyst R[:- UUIiUes _ _ THIS AGREEMENT HAS BEEN BOTH REVIEWEQ AND APPROVED as to financ(al and operational obllgations and husim��TM�� t�rmr�s. "� ��~'��._,»��"��_.. �,,, Signature LrXF�::,; ��,�.�'f21.1,�sSG'C'� . — —__ .._,..�. . ............ Title j%�i%Ti-,�i /9✓ti.ic�i''AL�CE'Tifl� �.��w Department Date Signed: , // _ 7 _/8 CITY OF UF.,N7'ON QY' �'�� .' _�....� �.,...�. �� __ Name I'rinled: l D�Li 'f'1�lLt//F1/�/l% '1'itle C�/ � /v� � Al �l U�/�„ AT`f GS'1": .IL;NNIPf:R WAL"ft;RS, C'I'I"Y 51 C RL I ARl' 13 Y . 4� ,,,��'�� .. �`�� C��tl' ,��,��..� :�`�� ^�� G. �" �� e'. t„� Ar�r�Rov�� As ��o i.cc,n�, FORM; AARON �6�� e CI"1'Y,��""��f�� Ia' �`�� .�..�..... L3 Y: `_"�" � l �' � r'� w, ' � ._..::.... �� .� . �.__�_ ,.. �"�A"`�-M.� ., PLACE ARROW INDICATING NORTH � A T �� yr-` � ��I 'DIRECTION RELATIVE TO CROSSING f� 1 J� ��•_SJ,.�..-�w•) � V �� ! �0 V �11i�� FORt�R DFt-0404-Fi �� R�V 10-26-200i RJOTE: ALl AVAlLA�LE DIhAENSfONS MUS7 BE �+•uP+r.com FTLLED Ihl T6 EXPFDfTE TH[5 APPLiCATiON, Nn SCALE � _....__ _._.. ry�""^^�'••-.a-•��*W .�� (OR LEGAL SLRVsY LINEp NHcRE APPLICA8LE1 ..t.INE PuL�.TGfwY��4,.�,. N f�9NiMf�'W9Y .... r�+�rifC�C,m.,.,m..a..w�_„__...�.....61ERIDIAN "`^�..,�,,;..�.,�,.....,�. . � q" �� RR'S R/W . � � .w . . �...�...��....� � . . � �- _. . . 271 FTw.... ............ . p .�... � . 5W9 FT _�� I �.....,...�.........�....� � ti. �,,.. ._.590 ,F'!. �„�..,..0 �_m,,...Fi...�,,.._.._....__... ti. . .... 1279 2 � I '� 50 FT. �.,,.To Ar��1e ...� �. ��......�.. � .._ � .� ..._�� _ ��_. ��. � i ar�� a� ��uer��r�T�i � m � to „�„��a �?�rii�� _� � o I ° � } � �'�-�t E�RfBEP�F ED OBJECTI� ru�. S. ��SC YB��r��IX�r.,"pN�2097� :+ (M1EAREfiT R.R. TOWNI �' IAAIN Y11ACR ItlNPM1pY£ i 4t F4. 1u7�w�Na ��,— . �_..,�..� �" � �_-. a i^ —+m- d -r----� -� �,_��._i�� s (ES:99093a39} (ES:110750-23 8) 50 FT. �„_�,�_.._ __I 4 � �� . � , .., .,.�, ..� � (DISiANCE ALONG �'w�,V;+: C'Nk11a 51`,2;YItlN LINE CB455CN01 Ldl 99220@3333 � tN07E; TNIS bfMENSI6N PE6UIRE0 lu aLL CASES, nr LOCATIONS wor usswc secnnxs, DtSTANCE Long 9714333338 T6 A LEGAL SIIRYEY LfNE I$ REQIltf1E01 ��...... �......... .... ',: RR S RIW _ � __�_____ �. �, . _ .. ,� ..,... M ��-� �FT. . p SkOW P6ACEMENY OF OUY ANCHORS � ��,,,,,,�.,....�^""""� , P,._.,. ,.,. �. e..=, � ..�..,_.„�...�.., � �� . . �....,.�._, .,�.....�.��.�..w...-""."..�.. . 47 FT. ..�,,,��.�.�.__,�.,_ .. . � FT. ( AI I N. 4' 3 .�t.:d9.fi � 1"T. � 39 FT. ;c "� .�� . .....m.,...,. ��,...,._. ....._. a r W_� r 541 �ACE '..""�A..� X iJ I�n — �, �TOP-OF-PAIL �n� 'x . ,,,�._flR SiGHAL � ,�T �""". w.,_ �SUBCRADE � . . ��r ...�., � 60hR9. L t NE �„r�^' .� ,"..a�...rp.,^^" ., + I 1� tlkq�dA%iV9EF1 � 2 I � � � M...., . ........,,..� � � I ..............�� ,.��.,.� ,. ..,... �78.5 FT. (MIN.�50'>----�i� ..�..FT.� .��.�........ee,,,,,,.,_ 50 FT.—:; ... � - 60�5 F7. ( M! N. 50' 1-� CIRCUITS TO BE CAqRIED ON PROPOSEO WfREL[NE ._...,_._............__..... __..... N0� OF VOLTAGE TO VOL7AGE TO N0� OF 90LID OR CIRCUITS BftOUND(KVf VOL7ACE(KV> PHASES WIRES GAUGE FAATERIAL S7RANbE� HEIGHT NOTES 7 ....._ ...............�.., _�...____.........� �,� .. . .. ....... .. .�._, 9 79 t38 3 6 959 ALUMINUM SiRANDED 53 2 7 13 3 6 795 ALUMINUM STRANDED 34 3 7 i3 3 1 557 ALUMINUM SOLl6 3t BI IS THERE A SIGNAL OR COMMUNICATION�POLELINE NEAR THE TRACKSXmm�IT��ITITm�m�m�� .� .. pl DISTRfBUTIDN LINE _ 7{t,�,p�y5r�yq,'yl�h�IT��mm��mIT� ITITITm Qy T Tr� ft A ff .� �� .L� 1 1 1L 1a if� 0.AILPo6a0 IAE ONLY - 00 NOY F119E IN TM14 BOYI �C;:S MAXINUM GROUND CURRENi AT FEED7_1Z@.4Q—ANP5. AT LOAD7]_Z�9@—AMP5. U) WHAT TYPE OF FACIL[TY WILL LINE BE SERV[NG?. eiia�,¢7a,7ynu ......._,,,,...._. ��, Uj�J j Qrf PAC I F I C RA I LROAD C�. E1 IF A NEW POWER SUBSTATION IS TO BE BUfLT WITH[N I/2 MILE OF RR� WHAT IS MAX: OPERATHNG CURRENT TO GROUND? AfAPS: RESISTANCE TO GROUND7 OHlASs ChoclawSub., FAULT CURREN7 TO GROIIND7 AMPS. ��'� ��<wsowisiax� "'""""""" """�"��"--� ��F1 CROUND WIRE: SIZE 375 p MATERIAL F��ER . p50LID OR STRANOED:;}:LG�PCJ49'Y�. Y,�1 CROSSINC SPAN� LENGTHI�Z_ FT., NORAIAL CONDUC70R SAC�-1N. AT��F. M P?99.95 Es � 11099+03 bCl ADJO[NING SPANSt LENGTHI2? FT.i NORMAL CONDUCTOR SAG19._—[N. ATS2____°F. � LENGiN21Q—FT. � NORMAL CONDUCTOR SAG.33—[N. AT.fiO._____°F. OVERHEAD W I REL I NE CROSS I NG [1 POLE la T[tdBER LENOTK FT„ �EPTH 9F SETTING F7, N�IGHL A60VE GROUND g4 FTa �.. F� `H� CSTYOFDENTON�L��LL,D�WNoN "�"""'�"��' ��'sT� Ci'" CLASS OR BUTT &ND TOP 6IMEN5(�NS �� OR POLE 2: T[M�ER LEPlGTH�.;+�..e_FT, DEPTN 4F SETTIMG.4�.�. Fi, �.�._.. _...w._........�............._.....�..�....�..,......... HEIGHi ABOVE GROUND.85�FTa IAIaIY.IC9NY1 CLA55 OR BUTT AND TOP DIMENS[ON5.:1,:tli�..._ �_—______.0 '��. (IF STEEL 70MER5 ARE EMPLOYEO� FURNCSN DE7A1L DRAWINGS) '�� RI� FILE NO.��k„�,��....,w.,e.,..�.DAT�„_��r ��,�!�....,.,,,„,�. �..JI HEAD CUYS: NUMBER ON EACH POLE p SRE OR STRENGTH p LEAD .''�� . . �KI SIDE GUY52 NUMBER EACH WAY p 512E OR STRENGTN p LEAO�.. '� W A R N 1 N�G �..Li CRDSSARMS: SINGLE OR DOUBLE S6164 �� -�MATERIALSTEFL -i SRE.G� BY �N ALL OCCASIONS� U. P. COWUNICATIONS DEPARTMENT WST BE I '�AO INSULATORS: PIN OR SUSPENSION :lMNUFACTURER'S AND CATALOCUE N0. COHTACTED IN ADVAHCE OF ANY WORK TO DETEaMINE E%ISTENCE u1D N� CONDUCTOR ATTACNNENTt TfES Oft GLAMPS ��+MPS LOCATION OF F]BEfl OPTIC CABLE. PHONE t I- 900-DJfr9193 01 pppL[CANT HA5 CONTACTED I-800-336P9193, U.P. COAfAUN1CAT10N DEPARTMENT, AND HAS DETERMINED FIBER OPT[C CABLE EX15T [N VIC[NITY OF WORK TO BE PERFORMED. Ti CKE7 NO..,��..,.,,,.,_.W� .........................................�,.. P� 1F POWER LINE PARALLELS TRACK WITHIN I/2 MILE, INCLUDE DIAGRAM SHOW[kG SPACINC AND CONFIGURATION OF W[RES 1NCLU6[NG SHIELD W1RE5. t'nrs�7 /,ppsoa�cd, AVP-L�a�v lJpdaacd 05191 � EXHIBIT B GENERAL TERMS AND CONDITIONS Section 1. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED. A. The foregoing grant is subject and subordinate to the p►-ior and continuin� right and obligation of Licensor to use and maiiltain its entire property including the right and power of Licensor to construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, signal, communication, tiber optics, or other wirelines, pipelines and other facilities upon, along or ac►-oss any or all parts of its property, all or any of �vhich may be fi�eely done at any time or times by Licensor without liability to Licensee or to any other party for compensation or damages. B, "I'he foregoing granY is also subject to all outstanding superior rights (including those in favor of licensees and lessees of Railroad Pro�eirty) and the right of Licensor to renew and extend the same, and is made without covenant of title or for quiet enjoyment. ]t shall be Licensee's sole obligation to oUtain such additional permission, license and grants necessa�y on account of any such existing rights. Section 2. ENGINEERIN+4� ��T:C�9��;��l�l�yi�°'l'°�� 1'��i��"l�+�. A. Licensee's Facilities will be designed, construcled, operated, maintained, repaired, renewed, modified, reconstructed, removed, or abandoned in place on Railroad Propecty by Licensee or its contractoi� to Licensor's satisfaction and in stcicl conformity wilh: (i) Licensor's cw�rent engineecing standai�ds and specifications, including those for aecial marker balls, shoring and cribbing to protect Licensor's railroad operations and facilities ("UP Specifcations"), except for variances approved in advance in writing by Licensor's Assistant Vice President �ngineering — Design oc its authorized representative ("UP Engineecing Representative"); (ii) such othec additional safety slandards as Licensor, in its sole discretion, elects to cequire, including, without limitation, nmerican Railway Cngineering and MainCenance-of Way Association ("AREMA") standards and guidelines (collectively, "UP Additional Requirements"); and (iii) all applicable la�vs, rules, and i•egulations, including any applicable Pederal Railroad Administration, Pederal Energy Regulatory Commission, and Federal Aviation Administration regulations and enactments (collectively, "Laws"). If there is any conflict between UP Specifications, UP Additional Requirements, and Laws, the most restrictive ��ill ap�ly. B, If Licensee's Facilities �vill be located underground, Licensee shall keep tlie soil over Licensee's Pacilities thoroughly compacted, and maintain the grade over and arowld Licensee's Facilities even �vith the surface of the adjacent gcound. C. Licensee shall not transmit electric c�n•rent from Licensee's Plcilities at a difference of potential in excess of the voltage indicaYed on Exhibit A. If the voltage indicated is in excess of seven hundred fifty volts (750V), and Licensee's Facilities will be buried at any location outside of track ballast or roadbed on Railroad Property, Licensee shall install metallic conduit, or non-metallic conduit encased in a minimum of three inches (3") of concrete �vith a minimum of foui• feet (4') of ground cover the entire length of Licensee's f acilities. �1ny of Licensee's Pacilities Uuried by removal of soil shall have, at a depth of one foot (1') beneath the surface of the ground directly above Licensee's Facilities, �vith a six inch (6") wide warning tape labeled "Danger-I-iigh Voltage" or equivalent wording. Any of Licensee's Facilities encased in conduit, jackcd, or bored under Railroad Property must be identified with warning signs ("Warning Signs") at each edge of Railroad Pcoperty, to be installed and properly maintain�d at Licensee's cost and expense, l.icei�see s17a11 not utilize Warning Signs in lieu of the warning tape �vhere portions ofthe casing ace installed by direct bw�ial. D. If needed, Licensee shall secure, at Licensee's sole cost and expense, any and all necessary permits required to perform any �uork on Licensee's racilities. Section 3. NOTICT OI' COMMF.NCrM�NT OT'��1�1��99'�^C��'�N��h�C"��4�:'�. A. Licensee and it contractors are strictly prohibited from commencing any work associated with Licensee's Facilities without Licensor's written approval that the work will be in strict compliance with the "�NGCNCCRING RCQUIRCMCNTS; PGRM11'S" Section of lhis Exhibit B. Upon Licensor's approv7l, Licensee shall contact both of Licensor's field representatives ("Licensor's Field Representatives") ac least ten (10) days before commencement of any wock on Licensee's Facilities. B. Licensee shall not commence any �r�ork until: (1) Licensor has determined whether fl�tgging or other special protective or safety measures ("Safety Measures") are required for performance of the work pursuant to the "PLAGGING" Section of this Exhibit B and provided Licensee written authorization to commence work; and (2) Licensee has complied with the "PROTECT[ON OF FIBER OPT[C CABLE SYST'EMS" Sectiott of this Exlyibit B. C. If, at any time, an emecgency arises involving Licensee's Facilities, Licensee or its contractoc shall inuliediately contact Licensor's Response Management Communications Center at (8$8) 877-7267. Section 4. FLAGGIIVG. A. 1=ollowing Licensee's notice to Licensoc's Field Representatives required under the "NOTIC� Ol� COMM�NCGMENT OP WORI<; EMCRG�NCIES" Section of tltis Exhibit B, Licensor shall inform Licensee if Safety Measures are rec�uired for performance of the work by Licensee or its contractor on Railcoad Property. If Safety Measures are required, no work of any kind may Ue perfocmed by Licensee or its contractor(s) �uitil arrangements for the Safety Measures have been made and scheduled. If no Safety Measures are required, Licensor will give Licensee ��ritten authorization to commence ��rork. B. If any Safety Measures are performed or provided by Licensor, including but nat limited to flagging, Licensor shall bill Licensee for such expenses incurred by Licensor, unless Licensor and a federal, state, or local governmental enfity l�ave agreed that Licensor is to bill such e�penses to thc federal, state, or local governmental eniiiy. Additional iniormation regarding the submission of such expenses by Licensor and payment thereof by Licensee can be found in the "LICENSEE'S PAYMENT OP EXPENSES" Section of this Exhibit I3. If Licensoc performs any Safety Measures, Licensee agrees that Licensee is not relieved of any of responsibilities or liabilities set forHi in this Agreement. C. For flagging, the rate of pay per hour for each flagger will be the pcevailing hourly rate in effect for an eig17Y-ho�u• day for the class of flagmen used during regularly assigned hours and overtime in accordance with LaUor Agreements and Scl�edules in effect at the time the work is pecformed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retiremeiit and unemployment compensation, supplemental pension, Ei7�ployees Liability and Property Damage, and Administration will be included, computed on actual payroll. The composite charge will Ue the prevailing composite charge in effect at the time the �vork is performed. One and one-half times the ciu•rent how�ly rate is paid for overtime, Saturdays and Sund�ys, 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 employces, and may be retroactive as a result of negotiatioiis or a ruling of an authorized govecnmental agency. Additional charges on labor are also subject to change. If the �a�age rate a• additional charges are changed, Licensee (or the governmental entity, as applicable) shall pay on the basis of the new rates and charges. D. Reimbursement to Licensor will be required covering the full eight-hour day during which any flagger is fin•nished, unless the flagger can be assigned to other cailroad work during a portion of such day, in which event reimbwsement will not be required foc the portion of the day during which the flagger is engaged in other railroad wock. Reimbursement will also be required for any day not actually worked by the flaggers following the flaggers' assignment to work on the project for which Licensor is required to pay tlte flaggers and which could not reasonably be avoided by Licensor by assignment of such flaggers 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 iive (5) days notice prior to the cessation of the need for a flagger. If five (5) days notice of cessation is not given, Licensee will still be required to pay flagging charges for the days the flagger was scheduled, even though flagging is no longer required for that period. An additional ten (10) days notice must then be given to Licensor if flagging services are needed again after such five day cessation notice has been given to Licensor. Scction 5. SAF�TY. A. Safety of personnel, property, rail operations and the public is of paramount importance in the prosectrtion of any work on Railroad Property performed by Licensee or its contractor, and takes precedence over any work on Licensee's Facilities to be performed by Licensee or its contractors. Licensee shall be responsible for initiating, maintaining and supervising all safety operations and programs in connection with any work on Licensee's ['acilities. Licensor and its contractor shall, at a I1llI11117U111 comply, �a�ith Licensor's then current safety standards located at the below web address ("Licensor's Safety Standards") to ensure uniformity with the safety standards followed by Licensoc's 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 contraiy to good safety practices. Licensee and its contractor shall furnish copies of Licensoc's Safety Staiidards to each of its employees before they enter Railroad Property found at the link below. 1P�sF�7pJw�'r�w(mAa t �ror,�rm�0„"�rs1�9� C.�as¢�piw�a^+�t�?q�4� B. Licensee sllall keep the job site on Railroad Property fi�ee from safety and health hazards and ensure that their employees are competent and adequately trained in all safety and health aspects of the �n�ork. C. Licensee represents and warrants that all parts of Licensee's Pacilities within and outside of the limits of Railroad Property will not interfere whatsocver with thc constant, continuous, and uninterrupted use of the tcacks, property, and facilities of Licensor, and nothing shall be done or suffered to be done by Licensee at any cime that would in any manner impair the safety thereof. Licensee shall take all suitable precaution to prevent interference (by induction, leakage of electricity, or otherwise) with the operation of the signal, communication lines or other installations or f�cilities of Licensor oi• of its tenants. If, at any time, the operation or maintenance of Liccnsee's Facilities results in any electrostatic effects which Licensor deems undesirable oc harmful, or causes interference �a�ith the operation of the signal, communication lines or other installations or facilities, as now e�isting or which may hereafter be provided by Licensor and/or its tenants, Licensee shall, at the sole cost and expense of Licensee, immediately modify or take action as may be necessa�y to eliminate such interference. D. Licensor's operations and wock performed by Licensor's personnel may cause delays in Licensee's or its contractor's work on Licensee's Pacilities. Licensee accepts this risk and agrees that Licensor sl�all have no liabilily to Licensee or any other person or entity for ai7y such delays. Licensee must coordinate any �vork on Railroad Property by Licensee or any fhird party with Licensor's Field Repi•esentatives in stricf compliance \YIfI7 the "NOTICE UP COMMF,NCCMEN�' OI' WORK; CMERGrNCIrS" Section of this Exhibit B. �. Licensor shall have the right, if it so elects, to provide any support it deems necessary for the safety of Licensor's operations and trackage dw�ing Licensee's or its contractor's construction, maintenance, repair, renewal, modification, relocation, reconstruction, or removal of Licensee's Facilities. [n the event Licensor provides sucll support, Licensor shall invoice Licensee, and Licensee shall pay Licensor as set forth in the "L1CF,NSEr'S PAYMENT Or EXPF_,NSES" Section of this Exhibit B. F. Licensee may use unmanned airccaft systems ("UAS") to inspect Licensee's Facilities only upon the prior autllorization fi�om and under the direction of Licensor's Field Representatives. Licensee represents and warrants that its use of UAS on Railroad Property will comply with Licensor's then-current Unmanned Aerial Systems Policy and all applicable laws, rules and regulations, including any applicable Pederal Aviation Administration regulations and enactments pei�taining to UAS. Section 6. 1'ROTECTION OF FIBER OPTIC CABLE SYSTEMS. Piber optic cable systems may be buried on Railroad Properiy. Protection of the fiUer optic cable systems is of e�U�eme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. In addition to the notifcations required under the "NOTICE OF COMMENCEMENT O� WORK; EMCRGCNCICS" Section of this Exhibit B, Licensee shall telephone Licensor during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday tlu•ough P►•iday, 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 Railroad Property to be used by Licensee. If it is, Licensee shall telephone the telecommunications company(ies) involved, and arrange for a cable locator, make arrangements for relocation or other protection of the fiber optic cable, all at Licensee's expense, and will not conymence any work on Railroad Property until all such protection or relocation has been completed. Section 7. LICFNSEE'S PAYMENT O� EXl'ENSES. A. Licensee shall bear the entice cost and expense of the design, construction, maintenance, modification, reconstruction, repair, rene�val, revision, relocation, or removal of Licensee's Pacilities. B. Licensee shall fully pay for all materials joined, afii:ced to and labor pecformed on Railroad Property in connection �uith the construction, maintenance, modification, reconstruction, repair, rene�val, revision, relocation, or removal of Licensee's Pacilities, and shall not permit or suffer any mechanic's or materialman's lien of any kind or nature to be enforced against the property for any work done or materials fiu•nished thereon at the instance or request or on Uehalf oi' Licensee. Licensee shall promptly pay or discharge all taxes, charges, and assessments levied upon, in respect to, or on account of Licensee's Facilities, to prevent che same from becoming a chargc or lien upon any pcoperiy of Licensor, and so thai the taxes, charges, and assessmenis levied upon or in respect to such property shall not be increased because of the location, construction, or maintenance of Licensee's Pacilities or any 1111�11'OVCI17C17I, appliance, or fixture connected there�a�ith placed upon such property, or on account of Licensee's interest thereiil. Where such tax, charge, or assessment may not be sepa►•ately made or assessed to Licensee but shall be included in the assessment of the property of Licensor, then Licensee shall pay to I_icensor an equitable proportion of such taxes determined by the value of Licensee's prope�Ky upon property of Licensor as compared with the entice value of such property. C. As set forth in the "PLAGGING" Section of tl7is �xhibit B, Licensor shall have the right, if it so elects, to provide any Safety Measures Licensor deems necessaiy for the safety of' Licensor's operations and h'ackabe during 1_icensee's or its contractor's construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, or removal of Licensee's f acilities, including, but not limited to supervision, inspection, and flagging services. ]n the event Licensor provides such Safety Measures, Licensor shall submit an itemired invoice to Licensee's notice recipient listed in the "NOTICCS" Article of this Agreement. Licensee shall pay to Licensor the total amount listed on such invoice within thirty (30) days of' Licensee's receipt of such invoice. Section 8. MODIFICATIONS TO LICENSEE'S FACTLITIES. A. This grant is subject to Licensor's safe and efficient operation of its railroad, and continued use and improvement of Railroad Property (collectively, "Railroad's Use"). Accordingly, Licensee shall, at its sole cost aiad expense, modify, reconstruct, repair, renew, revise, relocate, or remove (individually, "Modification", or collectively, "Modifications") all or any po��tion of Licensee's Facilities as Licensor may designate or identify, in its sole discretion, (i) in tl7e furtherance of Railroad's Use, or (ii) as is necessary to ensure safe and reliable maintenance and operation of the facilities of Licensor and/or its tenants because of interf'erence from Licensee's Facilities. B. Upon any Modification of all or any portion of Licensee's Facilities to another location on Railroad Property, Licensor and Licensee shall execute a Supplemental Agreement to this Wireline Agreement to document the Modification(s) to Licensee's Pacilities on Railroad Property. If the Modifications result in Licensee's Facilities moving off of Railroad Property, this Agreement will terminate upon Licensee's completion of such Modification(s) and a(l requirements contained within the "TrRM1NATION; RCMOVAL OP LICENSEE'S FACILITIES" Section of this �xl�ibit T3. Any such Modification(s) off of Railroad Pro�erty will not release Licensee from any liability or other obligation of Licensee arising prior to and upon completion of any such Modifcations to the Licensee's Pacilities. Section 9. RESTORATION OF RAIT.ROAD PROPI:RTY. In the event Licensee, in any mannec moves or disturbs any properly of Licensor in connection with the construction, maintenance, modification, reconstruction, repair, rene�val, revision, relocation, or removal of Licensee's Pacilities, then, Licensee shall, as soon as possible and at Licensee's sole cost and expense, restore Licensor's propecty to tlie same condition as the same wece before such properry was moved or disturbed. Section 10. YNbI:MNITY, A. Definitions. As used in this Section; °Licensor" includes Licensor, its affiliates, its and their officers, directors, agents and employees, and other railroad companies using Railroad Property at oc �ieac the location of Licensee's installation and their offcers, directors, agents, and employees. "Licensee" includes Licensee and its agents, contractors, subcontractors, sub-subcontractors, employees, officers, and directors, or any other pecson or entity acting a� its behalf or under its control. °Loss" includes claims, suits, taxes, loss, damages (including punitive damages, statuto�y damages, and exemplary damages), costs, cltarges, assessments, ,judgments, settlements, liens, demands, actions, causes of action, fines, penalties, interest, and expenses of any nature, including court costs, reasonable attorneys' fees and expenses, investigation costs, and appeal expenses. B. Licensee shall release, defend, indemnify, and hold harmless Licensor from and against any and all Loss, even if groundless, fraudulent, or false, that directly or indirectly arises out of or is related to Licensee's construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, removal, presence, use, or operation of Licensee's Pacilities, including, but not limited to, �ny actual or alleged: I3odily harm or personal injury (including any emotional injui}� or disease) to, or the death of, any person(s), including, but not limited to, Licensee, Licensor, any telecommunicatio�is company, or tl7e agents, contractors, subcontractors, sub-subcontractors, or employees of the foregoing; Damage to or the disturbance, loss, movement, or destcuction of Railroad Property, including loss of use and diminution in value, including, but not limited to, any telecommunications system(s) or fiber optic cable(s) on or near Railroad Propecty, any property of Licensee or Licensor, or any property in the care, custody, or control of Licensee or Licensor; 3. Removal of person(s) from Railroad Property; 4. Any delays or interference with track or Railroad's Use caused by Licensee's activity(ies) on Railroad Property, including �aithout limitation the construction, maintenance, modiiication, CCCOI1StflICYl011, repaii•, 1'0112VVa1, revision, relocation, or removal of Licensee's Pacilities or any part thereof, any activities, labor, materials, equipment, or machinery in conjunction there�a�ith ; 5. IZight(s) or interest(s) granted pursuant to this Agreement; C, Clectrical interference or other types oi' interference creaced or caused by or escaping from Licensee's Pacilities; 7e Licensee's breach of this Agreement oc failure to camply with its provisions, including, but not limited to, any violation or breach by Licensee of any representations and warranties Licensee has made in this Agreement; and 8„ Violation by Licensee of any la��, statute, ordinance, governmental adminisU•ative order, rule, or regulation, including without limitation all applicable Federal Railroad Administration regulations. C. THG F012CGOING OBLIGATIONS SHAC_L APPLY TO THE FULLEST EXTFNT PCRM17"1'ED BY LAW I'OR TH� BCN�FIT OF LICENSOR '1`O LOSSES CAUSED BY, ARISING PROM, RCLATING 'TO, OR RESULTTNG PROM, IN WHOLE OR IN PART, THE N�GLIGCNCE OF LICG'NSdR, AND SUCH NEGLIGCNCC OF LICGNSOR SHALL NOT LIMIT, DIMINISH, OR PRECLUD� LICENSE�'S OBLIGATIONS TO LICENSOR IN ANY RESPECT. NOTWITH5TANDING 'I'HL FOI��GOING, SUCH OBLIGATION TO iNDEMNIi'Y LICENSEC SI-IALL NOT APPLY TO TH� �XTENT TH� LOSS IS CAUSCD BY THG SOL�, ACTIVE AND DIRCCT NGGLIGENCE, GROSS NEGLIGENCE, OR WILLPUL MISCONDUCT OP LICENSOR AS DETCRMINLD IN A 1=1NAL JUDGMENT BY A COURT OF COMPETENT JUR[SDICTION. Sectian 11. "�`�+;l��Il�q��i°]'�}N� 1��"1��'��VAL OF LICENSEE'S FACILITIES. A. If Liccnsee does not use the right herein granted on Licensee's Faeilities for one (l) year, or if Licensee continues in default in the performance of any provision of this Agreement far a period of thirty (30) days after written notice fi�om Licensor to Licensee specifying such default, Licensor may, at its sole discretion, terminate this Agreement by written notice to Licensee at the address listed in the "NOTICES" Article of this Agreemenc. This Agreement will not terminate until Licensee camplies with Pat•agraphs "C" and "D" ofthis Section found below. B. In addition to tlle provisions of Paragr�aph "A" above, this Agi-eement may be terminated by written notice given by either party, without cause, upon thii•ty (30) days �vritten notice ta the non-tecminating party at the address listed in the "NOTiCI;S" A��ticle of this Agreement. This Agreement will not terminale unlil Licensee complies with Paragrapl7s "C" and "D" of this Sectian found below. C. Prior to the effective date of any termination described in this Section, Licensee shall submit. an application to Licensor's online at �t�„q��„�� kl�r�g�� for Licensee's removal, or if applicable, abandonment in place af Licensee's Facilities located underground on Railraad Properry ("Removal/Abandonment Work"). Upon the UP Engineering Representative's approval of Licensee's application for the Re1170V8�IAI�BlICI017111�17Y Wark, Licensor and Licensee shall execute a separate consent document t17at will govern Licensee's performance of the Rernoval/Abandanment Wock fi�om those poctions of Railroad Property not accupied by raadbed and/or tcackage ("Cansent Document"}. Licensor shall then restore the iinpacted Railroad Properly to the same ar reasonably similar condition as it was prior to Licensee's installation of Licensee's Facilities. Por purposes of this Section, Licensee's (i) performance of the Rei7�oval/Abandonment Work, and (ii) restaration ��ork will hereinafter be collectively referred to as the "Restaration Work". D, Following Licensee's completion of the Restoration Work, Licensee shall provide a written certification letter ta Licensor at the address listed in the "NOTICES" Article of this Agreement �vhich certifies tllat the Restocation Work has been completed in accordance with the Cansent Document. Licensee shall repart to governmental authoricies, as required by la�v, and notify Licensor immediately if any environmental conlamination is discovered during Licensee's performance of the Restoration Work. Upon discovery, the Licensee shall initiate any and all removal, remedial and restoration actioi�s tl�at are necessary to restore the property to its original, uncontaminated condition, Licensee shall provide written certification to Licensor at the address listed in the "NOTICES" Article of this Agreement that environmental contamination has been remediatcd and the properYy has been restored in accordance with Licensor's requirements. Upon Licensor's receipt of Licensee's restoration completion certifications, tllis Agreement will te�•minate. E. In the event that Licensee fails to complete any of tlie Restoe•atioal Work, Licensor may, but is nat obligated, to pe�°form the Restoa°atian Wo�°k. Any such woi°k actually performed by Licensor wil] be at the cost and eapense of Licensee. In the event that Licensor performs any of the Restoration Work, Licensee sllall release Licenso�° fs°om aely and all Loss (defined in tl�e "INDEMNITY" Section of this Exhibit B) arising out of or related to Licensor's performance of the Restoration Work, r. Tei•minatioei of this Agi°eernent for any reason will not affect any of eights oa° abligations of the parties which may have accrued, or liabilities or Loss (defined in the °INb�MN]TY" Section of this �xhibit B), accrued or otherwise, wl�ich may have arisen priar to such termination. Approvcd:lnsurancc Group Crca[cd: 5/19/18 Last Modificd: OS/l9/18 form Approvcd, AVPd.�w rxFii�iT c INSURANC� REQUIREMENTS In accordance with Article 5 ofthis Agreement, Licensee shall (1) procure and maintain at its sole cost and expense, or (2) require its Contractor(s) to procure and maintain, at their sole cost and expense, the following insurance coverage: A. ��rz�tx��•��aV +C�c�rea°,t� �,ir��wila�lar,�;_;Te,��►�a��. Commeccial 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 occurrencc form CG 00 O1 12 04 (or a substitute form providing equivalent coverage). The policy must also contain lhe following endorsement, WHICH MUST BE STATED ON THE CERTIf ICATG OF INSURANCE: � "Contractual Liabilit�� Railroads° ISO focm CG 24 17 10 01 (or a substitute form providing equivalent coverage) sho��ing "Union Pacific Railroad Company Property" as the Designated Job Site, B. ��ntc�� w�df�a�tr�t�r�l� +G�taw�a�•�t �a� 'I'r��t�r��r�r.��. Business auto coverage written on ISO form CA 00 O1 ]0 O1 (or a substitute form providing equivalent liability coverage) with a limit of not Icss $2,000,000 fa� each accident, and coverage must include liability acising out of any auto (including owned, I�ii•ed, and non-owned autos). The policy n�ust contain the following endorsements, WHICH MUS1' BE STATED ON THE C�RTIPICATE OF [NSURANCE: "Coverage Fbr Ce�rtain Operations In Connection With Railroads° [SO form CA 20 70 10 O1 (or a substitute form providing equivalent coverage) showing "Union Pacific Property" as the Designated Job Site, C. '�'hr"�a�•N�c�'�' �'cy��p��.�t��itw�t ��mt�l �±.rN��1�a �aY �'s"�_�DW �r�%�ino��y��t;��rr�t°��. Coverage must include but not be limited to: I�icensee's statutory liability under the �vorkers' compensation laws of the state(s) affected by ihis Agreement. �mployers' Liability (Part B) �vith 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 ��orkers' compensation coverage must be provided. Covecage must include liability arising out of the U. S. Longshoremen's and Harba� Workeis' Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable. D. ��rwilrr�� 'r•��t��. lyir��1�4^�� im�,w�rance. Licensee must maintain for the ducation of wock "Railcoad Protective Liability" insurance written on ISO occurrence form CG 00 35 12 04 (or a substitute form providing equivalent coverage) on behalf of Licensor only as named insured, wich a li►nit of not less than $2,000,000 per occurrence and an aggregate of $6,000,000. The deiinition of "JOB LOCATION" and "WORK" on the declara[ion page of the policy shall refer to this Agreement and shall describe all WORK or OPGRATIONS performed under this Agreement. Notwithstanding the foregoing, Licensee does not need Railroad Protective Liability Insucance after its initial construction work is complete and all e�cess materials have been removed fi�om Licensor's ��roperty; PROVID�D, however, that Lieensee shall procure such cove►�age for any subsequent maintenance, repair, renewal, modificatio�l, reconstruction, or removal work on I.icensee's Pacilities. 'I'I�e definition of "JOB LOCATION" and "WORK" on tlle declaration page of the policy shall refer to this Agreement and shall describe all WORK or OPrRATIONS perforrned under this Agreement. E. Umbrella or Excess Insurance. If Licensee utilizes wnbcella or excess policies, and these policies must "follow fonn" and afford no less coverage than the primary policy. �'�11�c�r� �d�rc ��u�•cr��cat�� F. All policy(ies) required above (except worker's compensation and employeis' liability) must include Licensor as "Additional Insuced° using ISO Additional Insured Endorsements CG 20 26, and CA 20 48 (or substitute forms providing equivalent coverage). The coverage provided to Licensor as additional insured shall, to the extent provided under ISO Additional Insured Gndorsement CG 20 26, and CA 20 48 provide coverage for Licensor's negligence whether sole or partial, active or passive, and shall not be limited by Licensee's liability undec the indemnity provisions of this Agreement. G. Punicive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (a) insurance coverage may not lawfully be obtained for any punitive dainages that may arise under this Agreement, or (b) all punitive damages are prohibited by all states in which this Abreement will be performed. H. Licensee waives all rights of recovery, and its instn�ers also waive all rights of subrogation of damages against Licensor and its agents, offcers, directors and employees for damages covered by the workers' compensation and employers' liability a� commercial umbrella or excess liability obtained by Licensee required in this Agreement, where pennitted by law. "I'his waiver must be stated on ihe certificate of insurancc. Y. All insurance policies must be written by a reputable insurance company acceptable to Railroad or witll a cw•rent Best's [nsurance Guide Ratiiig of A- and Class V[I oc better, and autllorized to do business in the state(s) in ��hich the wo►�k is to be performed. J. The fact that insucance is obtained by Licensee or by Licensoc on behalf of Licensee will not be deemed to release Of CII111lllISI1 the liability of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages i�ecoverable by Licensor from Licensee or any third pai-ty will not be limited by the amount of the cequired insurance coverage.