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Resolution No. 8066! t' I* .^ T4 t 1 RESOLUTION NO. 8066 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 3 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A WIRELINE CROSSING AGREEMENT AND LONGITUDINAL 4 WIRELINE ENCROACHMENT AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND UNION PACIFIC RAILROAD COMPANY 5 6 WHEREAS, the City of Vernon desires to (1) construct an 7 underground 16 kV wireline crossing located on the railroad's right- 8 of -way at Mile Post 4.50 on the San Pedro Subdivision - Vernon 9 Industrial Lead at or near Vernon, Los Angeles County, California; and 10 (2) install 66 feet of underground 16 kV wireline that will encroach 11 on the railroad's right-of-way at Mile Post 4.50 on the San Pedro 12 Subdivision at or near Vernon, Los Angeles County, California; and 13 WHEREAS, the City of Vernon and Union Pacific Railroad 14 Company ("Union Pacific") desire to enter into a Wireline Crossing 15 Agreement ("Wireline Agreement") to provide for the construction of 16 the underground 16 kV wireline crossing on the Union Pacific's right 17 of-way'for a one-time license fee of Two Thousand Three Hundred Sixty 18 Nine Dollars and No Cents ($2,369.00); and 19 WHEREAS, the City of Vernon and Union Pacific desire to enter 20 into a Longitudinal Wireline Encroachment Agreement ("Encroachment 21 Agreement") to provide for the installation of 66 feet of underground. 22 16 kV wireline that will encroach on the Union Pacific's right-of-way 23 for a one-time license fee of Seven Thousand Nine Hundred Sixty -Two 24 Dollars and No Cents ($7,962.00); and 25 WHEREAS, as a condition to the Wireline Agreement and 26 Encroachment Agreement, the City of Vernon needs to inform any 27 contractor doing any work on the Wireline (including initial 28 construction and subsequent relocation or subsequent maintenance and S. t A i ' t, repair work) of the need to execute a Contractor's Right of Entry Agreement with the Union Pacific, a sample form of which is attached hereto and made a part hereof as Exhibit "C," that requires the payment of a processing fee to the Union Pacific of Five Hundred Dollars and No Cents ($500.00) and certain insurance requirements; and WHEREAS, the construction and installation of the wireline is being undertaken in order to provide electric service to Crown Poly, Inc.; and WHEREAS, Crown Poly, Inc. has tendered drafts to the City to pay for both the Wireline Agreement and the Encroachment Agreement license fees; and WHEREAS, according to the terms of the Wireline Agreement and the Encroachment Agreement, the City of Vernon has forwarded a Certificate of Insurance to Union Pacific that was acceptable, a copy of which is attached hereto and made a part hereof as Exhibit "D; and WHEREAS, by letter dated September 11, 2002, Bruce V. Malkenhorst, City Administrator/City Clerk, recommended that the Wireline Agreement and Encroachment Agreement be approved and executed. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Wireline Crossing Agreement, the Longitudinal Wireline Encroachment Agreement and the Contractor's Right of Entry Agreement, copies of which are attached hereto and made a part hereof as Exhibits - 2 - �• i copies of which are attached hereto and made a part hereof as Exhibits "A," "B" and "C," respectively. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute the Wireline Crossing Agreement and the Longitudinal Wireline Encroachment Agreement for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send the executed duplicate originals of the Wireline Agreement and Encroachment Agreement (Folder No. 2095-05), together with the appropriate license fees and a copy of this Resolution to: Union Pacific Railroad Company Attn. Mary Hauschild, Manager Contracts Real Estate Department 1800 Farnam Street Omaha, Nebraska 68102 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be.in full force and effect. APPROVED AND ADOPTED this 18th day of September, 2002. ATTES BRUCE V. MALKENHORST, City Clerk ` LEONIS C. URG, M yor - 3 - I STATE OF CALIFORNIA ) ss 2 COUNTY OF LOS ANGELES ) 3 4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do 5 hereby certify that the foregoing Resolution, being.Resolution No. 6 8066, was duly adopted by the City Council of the City of Vernon at a 7 regular meeting of the City Council duly held on Wednesday, g September 18, 2002, and thereafter was duly signed by the Mayor of the 9 City of Vernon. 10 v 11 BRUCE V. MALKENHORST, City Clerk 12 (SEAL) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 4 - SUPPORTING DOCUMENTS EXHIBIT S a y WLX.DOC 940204 Form Approved, AVP-Law WIRELINE CROSSING AGREEMENT Mile Post: 4.50, San Pedro Subdivision Location: Vernon, Los Angeles County, California Folder No: 2095-05 THIS AGREEMENT is made and entered into as of June 24, 2002, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, (hereinafter the "Licensor") and CITY OF VERNON, a California municipal corporation, to be addressed at 4305 Santa Fe Avenue, Vernon, California 90058 (hereinafter the "Licensee"). IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Article I. LICENSE FEE Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time licensefee of TWO THOUSAND THREE HUNDRED SIXTY-NINE DOLLARS ($2,369.00). Article H. 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 Licensor hereby grants to the Licensee the right to construct and thereafter, during the term hereof, to maintain and operate one underground 16 kv wireline crossing only (hereinafter the "Wireline") in the location shown and in conformity with the dimensions and specifications indicated on the attached print dated June 12, 2002, marked Exhibit "A". Under no circumstances shall Licensee modify the use of the Wireline for a purpose other than the above - mentioned, and said Wireline shall not be used 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 III. CONSTRUCTION, MAINTENANCE AND OPERATION. The grant of right herein made to the Licensee is subject to each and all of the terms, provisions, conditions, limitations and covenants set forth herein and in Exhibit B, hereto attached. ` .t Article IV. IF WORK IS TO BE PERFORMED BY CONTRACTOR. If a contractor is to do any of the work performed on the Wireline (including initial construction and subsequent relocation or substantial maintenance and repair work), then the Licensee shall require its contractor to execute the Licensor's form Contractor's Right of Entry Agreement. Licensee acknowledges receipt of a copy of the Contractor's Right of Entry Agreement and understands its terms, provisions, and requirements, and will inform its contractor of the need to execute the Agreement. Under no circumstances will Licensee's contractor be allowed onto Licensoe's premises without first executing the Contractor's Right of En Agreement. Article V.. INSURANCE A. The Licensee, at its expense, shall obtain the insurance described in Exhibit B-1, hereto attached. The Licensee will also provide to the Licensor a Certificate of Insurance, identifying Folder No. 2095-05, issued by its insurance carrier confirming the existence of such insurance and that the Policy or policies contain the following endorsement: UNION PACIFIC RAILROAD COMPANY is named as an additional insured with respect to all liabilities arising out of the existence, use or any work performed on or associated with the 'Wireline' located on Railroad right-of-way at Mile Post 4.500 on the San Pedro Subdivision, at or near Vernon, Los Angeles County, California. B. If the Licensee named in this Agreement is a public entity subject to any applicable statutory tort laws, the limits of insurance described in Exhibit B- I shall be the limits the Licensee then has in effect or which is required by applicable current or subsequent law, whichever is greater, a portion of which may be self -insured with the consent and approval of the Licensor C. All insurance correspondence shall be directed to: Folder No. 2095-05 Union Pacific Railroad Company Real Estate Department 1800 Farnam Street Omaha, NE 68102 Article VI. TERM. This Agreement shall take effect as of the date first herein written and shall continue in full force and effect until terminated as herein provided. Article VII. SPECIAL PROVISIONS — NONE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first herein written. ATTEST: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: EDUARDO OLIVO, City Attorney UNION PACIFIC RAILROAD COMPANY By: Manager Contracts CITY OF VERNON By Title Leonis C. Malburg, Mayor I'lACE ARROW INDICATING NORTH 4/✓ DIRECTION RELATIVE TO CROSSING �( CORM OR-0404-G REV, 5- 15-98 NI 01 UNDERGROUND .� erg NOSCALE -- p r o ,`O tSEE NOTE A It it Tav�RNa� f �� i • _ /- q. MAIN TRACK yam` sw r N 4,$1 Wjtv TC .n tOESM'SE FIXEA OOJECII LCc KE,�1'L tSEE NOTE TI foist OFT. v- y � ` aNCE µONG f RACK R SECT_ 11-c CROSS INGI l•aOTE: ? 'IF THIS OIAENSION REOUIRE0 IN ALL CASES. AT LOCATIONS NOT US 1NG SECTIONS• O15fANCE _ TO A DELµ SURVEY L. /S RE OUIREOI L— a' a WIRELINE OVER WIRELINE 750 VOLTS CROSSING NOTE:. ALL AVAILABLE DIMENSIONS MUST BE FILLED IN TO PROCESS THIS APPLICATION. 1 . _ _ RIPS Raft �T. +a u �O ( T. • , pM I AAf1C OF ERDSSINGt €Y TO ii4�1T/ilj' STF SL tom, t DESCRIBE FIXEp MJECTI I SEE rOtE 71 Ft. t OL-4-FT 14 FT.a IN, Mull t 44 FT, MIK 1 I FT, i - suecaaoE ice 35 PIPE ISEE NOTE Ia 3, (4 F FT NOTES . IMIK jOI�s�r. SEE .TE 21--�_ -•1-- _ FT. 11 ALL HORIZONTAL DISTANCES TO BE UEASUREO AT RIG AN ICASINC LENGTH alfN t4a —' 21 ENCASE COMPLETELY ACROSS OUR Riw WITH A RIGID MEASURED ALONG PIPELINE. t NON-UETALLIC CONDUIT (PVCf ENCASED IN A MINI METALLIC F ANGLES FROM FL OF TRACK, EXCEPT AS NOTED. 31 INSTALL UNDERGROUND INCH WIDE WARNING TAPE I FOOT BELOW OOF 3 INCHES OF CONCRER THE DUIT OR 5IONS.POWER LINE WHERE LOCATED ON OUROW OUTSIDE ixE TRACK BALLAST OL 41 IF NA%WITHIN AREA OF UNDERGROUND SIGNAL FACILITIES SUCH AS FLASHING SIGNAL POWER SWITCHES, TRACK $IGNAL$, ETC., CHECK WITH SIGN 51 SIGNAL REPRESENTAiTC f, T A PRESENT$$�DyU� CROSSING SIGNALS ARE IN THE VICINITY OF CSSING, RING INSTALLATION IF RA�POA�TUENi. 61 MINIMW OF 5O FROM THE ENO OF ANY RAILROAD BRIDGE, FL OF ANY C OR FROM ANT SWITCHING AREA. TI ALLOWABLE FIXED OBJECTS INCLUDE: ADVERT, B OVERHEAD VIADUCTS (GIVE ROAD N UEI, DLL$ OF BRIDGES; FL OF ROAD CROSSINGS 81 CASING AND CARRIER PIPE MUST BE PLACED A UlCULVERTS. L0. RTS FEET FIBER OPTIC CABLE- ANY EXCAVATION REOUIREO WITHIN 5 FEET OF THE EXISTING FIBER OPTIC CABLE MUST BE HAND DUG 2 EE BELOW THE EXISTING 11 15 WIRELINE CROSSING WITHIN DEDICATED STREET 11 IF YES, NAME OF STREET ----YES; _ NO; :I VOLTAGE TO BE CARRIED ii DISTRIBUTION LiNE ER TRACK IL n 1 MAXIMUM CURRENT OR1R $cMI5510N LINE 1 SINGLE. PHASE EPHASE _ I MAX. OPERATING CURRENTTO GROAN EEDFEND CIRCUIT$ V CI I MAX -'OPERATING CURRENT TO GROUND AT LOAD END AMP ggS- I WHAT TYPE OF FACILITY WILL LINE BE SERVING? L ICY M F (o IF SEPARATE CABLES ARE USED, IF A NEW POKER SUBSWHAT IS THE AVC. DISTANCE BETWEEN CABLES? !V A TATION IS TQ BE BUILT OR REVISED WITHIN lit MILE OF RR, MHAi l5 MAX OPERATING CURRENT T MAX RESISTANCE TO GROUND? D GROUND.�/Z ,M,� CASING TYPE TO BE INSTA 5' MA FAULT CURRNi TO GROUNO?__AUpS METHOD OF INSTALLING CASING PIP 11 —DRY BORE AND UNDER TRACK( S 1: 3 571 CO JACK (W i QR T P,ERM�ITj QI` TANNED: OTHER -f �(,i U 1'i IWjE :_ /�('r' DISTANCE FROU CENTER LINE OF TRACKlu N A FACE -a BORING AND P JACKING EAJ WHEN MEASURED AT RIGHT ANGLES TO TRACK APPLICANT HAS CONTACTED 1-800_33f-9193 T' (30' M(N.I P- COMMUNICATION DEPARTMENT, AND HAS DETERMINED FIBER OPTIC CABLE GOES' D0�5 NOT E IS_T �(� YICINTT OF WORK TO 8E PERFORt,IEp, TICKET NO.���� �1/ry/ �-�lJ l.0 <z CROLINO StMACE '1. / •� FORMULA TO FIGURE CASING LENGTH WITH ANGLE OF cROsSiNG OTHER THAN 90• e SIN IA �f 8 Of ST. TO Row ` IA W ft EXHIBIT "A" -FOR 41," u5E oy _ DO NO' gllc iN rNIS pal UNION PACIFIC RAILROAD CO. SRN RU (VV , M. P. 4, S I ° E E. S. t ?.Y_ ot'ou UNDERGROUND WIRELINE CROSSING VCVN0 h 20 Hae 4f CK NIANfsr aw turbo ttawTn asr.rcl FOR C:'�i of Ueys.eh ..alc..ol RR FILE NO 20 SS. 04KDATE G-lZ-No7 W A R N I N G IN ALL OCCA5DNS, —U. — C—AP41CATIONSDEPART(NT T8CONTACTE101 ADVANCE OF ANY WORK TO OETERMINE ENISTENCE ANO J LOCATION of FIBER OPTIC CABLE. P~aK f 1-000-316-919a 1V U !m ICE i s ut; M !� R f: l N6S 1P'q&5w`N/' 0,i �A.L4tj Y8011 L Form Approved, A VP_Law EXHIBIT B Section 1. LIMITATION AND SUBORDINATION OF 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, maim Operate' change, modify or relocate railroad tracks, signal, communication, fiber optics, or other wirelinesPipelinesePau"renew, use, facilities upon, along or across any or all parts of its property, all or any of which may be freely done at aneor�tiltd other imes 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 outstandingsu rior rightsof the Ucensoes property, and others) and the right of the licensor to renewcluding and extend he�same. those in for ofhand iscensem and de lesseeswithout covenant of title or for quiet enjoyment. Section 2. CONSTRUCTION MAINTENANCE AND OPERATION. (a) If the Wireline or any part thereof is to be located above the top of the rails of any track or communication and signal lines, including static wires, overhead clearance provided by the Wireline shall be no less than that shown on Exhibit A. The Wireline shall be constructed, op erated, maintained, repaired, renewed, modified and/or reconstructed by the Licensee in strict conformity with the Specifications prescribed in the current issue of the National Electrical Safety Code of the American National Standards Institute. In the event such Specifications conflict in any respect with the requirements of any federal, state or municipal law or regulation, such requirements shall govern on all points of conflict, but in all other respects the Specifications shall apply. (b) All work performed on property of the Licensor in connection with the construction, maintenance, re modification or reconstruction of the Wireline shall be done to the satisfaction of the Licensor. pair, renewal, (c) If the Wireline is an existing one not conforming in its construction to the above provisions of this Section 2, the Licensee shall, within ninety (90) days after the date hereof, reconstruct it so as to conform therewith. (d) The Wireline shall be constructed, maintained and operated by the Licensee in such manner as not to be or constitute a hazard to aviation. With respect to the Wireline the Licensee, without expense requirements of law and of public authority, whether federal, state or local, includnbut not l mited toaviation authorities. all (e) In the operation of the Wireline; the Licensee shall not transmit electric current at a difference of potential in excess of the voltage indicated on Exhibit A If the voltage indicated is in excess of seven hundred fifty (750) volts, and the Wireline is, or is to be, buried at any location on the property of the Licensor outside track ballast sections or roadbed, the Licensee shall install metallic conduit, or non-metallic conduit encased in a minimum of three (3) inches of concrete with a minimum of four (4) feet of ground cover the entire length of the Wireline on the property of the Licensor. A Wireline buried by removal of the soil shall have, at a depth of one (1) foot beneath the surface of the warning tape bearing the warning, ground directly above the Wireline, a six (ti) inch wide bored under the property of the Licensor. must the identified by por lacing ing warnvalent ingisign , to Wireline installed and properly jacked or ined at the expense of the Licensee, at each edge of the Licensor'sproperty.The Licensee shall not utilize the signs in lieu maintof the warning tape where portions of the casing are installed by direct burial. Section 3. NOTICE OF COMMENCEMENT OF WORK. 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 an work u connection with the construction, maintenance, re Y Pon property of the Licensor in Wireline. All such work shall be prosecuted diligentlytocompletion. odification, reconstruction, relocation or removal of the wlx.exb Page 1 of 4 Exhibit B ^_cAU Y60112 Form Approved, A VP -taw } Section 4. LICENSEE TO BEAR FIRE EXPENSE. The Licensee shall bear the entire cost and expense incurred in connection with the construction, maintenance. repair and renewal and any and all modification, revision, relocation, removal or reconstruction of the Wireline. including any and all expense which may be incurred by the Licensor in connection therewith for supervision or inspection, or otherwise. Section 5. REINFORCEMENT RELOCATION OR REMOVAL OF WmRELINE. (a) The license herein granted is subject to the needs and requirementsprcenseeoperty, of the Licensor in the operation of its railroad and Wireline (if it is an underground facility) the satisfactionf shall, e l icensor, or ��alof r anyhe Portion reinforce or encase the new location, as the licensor may designate, whenever in the furtherance of its needs and equrementsh he ILicensor shall reline to such find such action necessary or desirable. (b) All the terms, conditions and stipulations herein expressed with reference to the Wireline on property of the Licensor in the location hereinbefore described shall, so far as the Wireline remains on the property, apply to the Wireline as modified, changed or relocated within the contemplation of this section. Section 6. INTERFERENCE. In the operation and maintenance of the Wireline the licensee shall take all suitable precaution to prevent any interference ther installations or facilities of the Licensor or of its tenants: and if. at any time, the operation or maintenance of the Wireline (by induction, leakage of electricity, or otherwise) with the operation of the signal, communication lines or o results in any electrostatic effects which the licensor deems undesirable or harmful, or causes interference with the operation of the signal, communication lines or other installations or facilities, as now existing or which may hereafter be provided by the Licensor and/or its tenants, the licensee shall, at the sole expense of the Licensee, immediately take such action as may be necessary to eliminate such interference. Section ?. PROTECTION OF 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 at 1-800-336-9193 (a 24-hour number) 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 right of way until all such protection or relocation has been accomplished. Licensee shall indemnify and hold the Licensor harmless from and against all costs, liability and expense whatsoever (including, without limitation, attorneys' fees, court costs and expenses) arising out of or c Licensee's failure to comply with the provisions of this paragraph. aused in any way sby e (b) In addition to other indemnity provisions in this Agreement, the Licensee shall indemnify 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 telecommunications system on Licensor's property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, Property. except if 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 Licensors property. Section 8. CLAIMS AND LIENS FOR LABOR AND MATERIAL. (a) The Licensee shall fully pay for all materials joined or affixed to and labor performed u connection with the construction, maintenance, re � Pon property of the Licensor in Permit or suffer any mechanic's or materialman's lien any kind or nfature to be enforced against hePropertyion or reconstruction of the Wireline, and shall not for any work done or materials furnished thereon at the instance or request or on behalf of the Licensee. The licensee shaldemnify and wtx exb Page 2 of 4 Exhibit B . -11 11:u v8ul12 FOnn Approved, AVP-Law hold harmless the Licensor against and from any and all liens, claims, demands, costs and expenses of wh any way connected with or growing out of such work done, labor performed, or materials furnished. atsoever nature in (b) The Licensee shall promptly account of the Wireline, to prevent the pay yame from or abecming a charge or lien uponrge all taxes. charges and propertsmentsy levied upon, in respect to, or on taxes, charges and assessments levied u pan property of the Licensor, and so that the pan or in respect to such property shall not be increased because of the location, construction or maintenance of the Wireline or any improvement, appliance or fixture connected therewith placed u Property. or on account of the licensee's interest therein. Where such tax, charge or assessment m not be pan such or assessed to the Licensee but shall be included in the assessment of the propertyc�'separately s made to the licensor an equitable proportion of such taxes determined by the value of ef licensee'so rohertyu onProlicensee shall pay licensor as compared with the entire value of such property. property Pon property of the Section 9. RESTORATION OF LICENSOR'S PROPERTY. In the event the licensor authorizes the Licensee to take down any fence of the licensor or in any manner move or disturb any of the other property of the Licensor in connection with the construction, maintenance, re modification, reconstruction, relocation or removal of the Wireline, then in that event the Licensee shall, as soon as renewal, and at licensee's sole expense, restore such fence and other property to the same condition as the same were in befopo rressubclh fence was taken down or such other property was moved or disturbed, and the Licensee shall indemnify and hold harmless the licensor, its officers, agents and employees, against and from any and all liability, loss, damages, penalties, claims, demands, costs and expenses of whatsoever nature, including court costs and attorneys' fees, which may result from 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 taking down of any fence or the moving or disturbance of any other property of the Licensor. Section 10. INDEMIV17y. (a) As used in this Section, 'Licensor" includes other railroad companies using the licensoes property location of the licensee's installation and their officers, agents, and employees; "Loss" includes los, amage,at ornear the claims demands, actions, causes of action, penalties, costs, and expenses of whatsoever nature, including court costs and attorneys' fees, which may result from: (a) injuryy to or death of persons whomsoever (including the l icensor'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 indemnify and hold harmless the licensor from any Loss which is due to or arises from: granted the Licensee agrees to 1. The prosecution of any work contemplated by this Agreement including the installation, construction, maintenance, repair, renewal, modification, reconstruction, relocation, or removal of the Wireline or any part thereof: or 2. The presence, operation, or use of the Wireline or electric current conducted thereon or escaping therefrom, except to the extent that the Loss is caused by the sole and direct negligence of the Licensor. Section 11. REMOVAL OF WIRELINE UPON TERMINATION OF AGREEMENT. Prior to the termination of this Agreement howsoever, the Licensee shall, at Licensee's sole expense, remove the Wireline from the property of the Licensor and restore such property to as good a condition as it was in before the Wireline was originally constructed, all to the satisfaction of the Licensor. If the Licensee fails to do the foregoing, the licensor may perform the work of removal and restoration at the expense of the Licensee. The Licensor shall not be liable to the Licensee for any damage sustained by the licensee as a result of the removal of the Wireline by the Licensor as in this section provided, nor shall such action prejudice or impair any right of action for damages or otherwise that the Licensor may, at the time of such removal, have against the Licensee. wix.cxb Page 3 of 4 Exhibit B A �Ad 980112 Form Approved, AVP-taw Section 12. WAIVER OF 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 gra gnted or the Wireline for one (1) year, or if the Licensee continues in default in the performance of any covenant or agreement herein contained for a from the licensor to the Licensee s period of thirty (30) days after written notice Agreement P�0Yin9 such default, the Licensor may, at its option, forthwith immediately terminate this by written notice. (b) In addition to the provisions of subparagraph (a) above, this Agreement may be terminated by written notice given either party hereto to the other on any date in such notice stated, not less, however, than thirt (30) d by upon which such notice shall be given. Y ays subsequent to the date (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 liability, 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 volunt writing, shall be absolutely void and, at the option of the licensor, hall operterminate thiby ation of s or otherwise. without such consent in 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 th Parties hereto, their heirs, executors, administrators, successors and assigns. e wlx.exb Pagc 4 or4 Exhibit B +'uWUDRAINAGE INS. 02/16/01 Form;Approveq, A`/P-Law r EXHIBIT B-1 Union Pacific Railroad Company Insurance Provisions For Pipeline / Wireline / Drainage License Agreements Licensee shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance coverage: A Commercial General Liability/ insurance. This insurance shall contain broad form contractual liability with a single limit of at least $2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. Coverage must be purchased on a post 1998 ISO or equivalent form, including but not limited to coverage for the following: • Bodily injury including death and personal injury • Property damage • Fire legal liability (Not less than the replacement value of the portion of the premises occupied) • Products and completed operations The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: P• "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union acific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." • The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. • Coverage for Licensee's (and Licensor's) employees shall not be excluded • Waiver of subrogation B. Business Automobile Covera a insurance. This insurance shall contain a combined single limit of at least $2.000.000 per occurrence or claim, including but not limited to coverage for the following: • Bodily injury and property damage • Any and all motor vehicles including owned, hired and non -owned The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: • "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." • The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. • Motor Carrier Act Endorsement- Hazardous materials clean up (MCS-90) if required by law. C. Workers Compensation and Employers i ;ability insurance including but not 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 Workers Compensation insurance will not cover the liability of Licensee in states that require participation in state workers' compensation fund. Licensee shall comply with the laws of such states. If Licensee is self -insured, evidence of state approval must be Provided along with evidence of excess workers compensation coverage. Coverage shall 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. The policy shall also contain the following endorsement which shall be indicated on the certificate of insurance: • Alternate Employer Endorsement D. Umbrella or Excess Policies In the event Licensee utilizes Umbrella or excess policies, these policies shall 'follow form" and afford no less coverage than the primary policy. Page 1 of 2 NL/WUORAINAGE INS. 02/16/01 Form Approved, AVP-Law Other Revuirements E. Punitive damage exclusion must be deleted, which deletion shall be indicated on the certificate of insurance. F. Licensee agrees to waive its right of recovery, and its insurers, through policy endorsement, agree to waive their right of subrogation against Licensor. Licensee further waives its right of recovery, and its insurers brogagainst nce shall io primary also waive their right of suation Licensor for loss of its owned or leased property or property under its care, custody and control. Licensee's insura with respect to any insurance carried by Licensor. All waivers of subrogation shall be indicated on the certificate insurance. G. All policy(ies) required above (excluding Workers Compensation) shall provide severability of interests and shall name Licensor as an additional insured. Severability of interest and naming Licensor as additional insured shall be indicated on the certificate of insurance. H. Prior to commencing the Work. Licensee shall furnish to Licensor original certificate(s) of insurance evidencing the required coverage, endorsements, and amendments. The certificate(s) shall contain a provision that obligates the insurance company(ies) issuing such policy(ies) to notify Licensor in writing of any cancellation or material alteration. Upon request from Licensor, a certified duplicate original of any required policy shall be furnished. I. Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. J. Licensee WARRANTS that this Agreement has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this Agreement and acknowledges that Licensee's insurance coverage will be primary. K. The fact that insurance is obtained by Licensee or Licensor on behalf of Licensee shall not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. Page 2 of 2 EXHIBIT PLE.DOC Form Approved, AVP-Law LONGITUDINAL WIRELIKE ENCROACHMENT AGREEMENT Between Mile Posts 4.50, San Pedro Subdivision Location: Vernon, Los Angeles County, California Folder No: 2095-05 THIS AGREEMENT is made and entered into as of July 31, 2002, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (hereinafter the "Licensor"), and CITY OF VERNON, a California municipal corporation, to be addressed at 4305 Santa Fe Avenue, Vernon, California 90058 (hereinafter the "Licensee'). IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Article I. LICENSE FEE Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time license fee of SEVEN THOUSAND NINE HUNDRED SIXTY-TWO DOLLARS ($7,962.00). Article II. 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 Licensor hereby grants to the Licensee the right to construct and thereafter, during the term hereof, to maintain and operate one 66 feet of underground 16 kv wireline encroachment only (hereinafter the "Wireline") in the location. shown and in conformity with the dimensions and specifications indicated on the attached print dated July 11, 2002 and marked Exhibit "A". Under no circumstances shall Licensee modify the use of the Wireline for a purpose other than the above mentioned, and said Wireline shall not be used 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 III. CONSTRUCTION, MAINTENANCE AND OPERATION. The grant of right herein made to the Licensee is subject to each and all of the terms, provisions, conditions, limitations and covenants set forth herein and in Exhibit B, hereto attached. Article IV. IF WORK IS TO BE PERFORMED BY CONTRACTOR. If a contractor is to do any of the work performed on the Wireline (including initial construction and subsequent relocation or substantial maintenance and repair work), then the Licensee shall require its contractor to execute the Licensor's form Contractor's Right of Entry Agreement. Licensee acknowledges receipt of a copy of Contractor's Right of Entry Agreement and understanding of its terms, provisions, and requirements, and will inform its contractor of the need to execute the Agreement. Under no circumstances will Licensee's contractor be allowed onto Licensoe's premises without first executing the Contractor's Right of Entry Agreement. Article V. INSURANCE A. The Licensee, at its expense, shall obtain the insurance described in Exhibit B-1, hereto attached. The Licensee will also provide to the Licensor a Certificate of Insurance, identifying Folder No. 2095-05, issued by its insurance carrier confirming the existence of such insurance and that the policy or policies contain the following endorsement: UNION PACIFIC RAILROAD COMPANY is named as an additional insured with respect to all liabilities arising out of the existence, use or any work performed on or associated with the 'Wireline' located on Railroad right-of-way at Mile Post 4.500 on the San Pedro Subdivision, at or near Vernon, Los Angeles County, California. B. If the Licensee named in this Agreement is a public entity subject to any applicable statutory tort laws, the limits of insurance described in Exhibit B-1 shall be the limits the Licensee then has in effect or which is required by applicable current or subsequent law, whichever is greater, a portion of which may be self -insured with the consent and approval of the Licensor C. All insurance correspondence shall be directed to: Folder No. 2095-05 tMir Pacific Railroad Company Real Estate Department 1800 Farnam Street Omaha, NE 68102 Article VI. TERM. This Agreement shall take effect as of the date first herein written and shall continue in full force and effect until terminated as herein provided. Article VII. SPECIAL PROVISIONS — NONE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first herein written. UNION PACIFIC RAILROAD COMPANY By: Manager Contracts CITY OF VERNON By Title LEONIS C. MALBURG, Mayor ATTEST: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: EDUARDO OLIVO, City Attorney � � I X co V D lu _ --1 O D ;7 -0 r Z• M m f*1 ;o ;u -< V) r LOS AN-�GEC SAND CAI T j I Al �. S01 '13' 2 S"E 10.00' > 00 IlC Z � C 7C v O 0 O (A r Z %� (n 00 > tom/' Z M 0 M O I o _ z 0'� D CD oD �_ Cn I Z X y 0 r TI °r r7 4 z m cn {� G 0 0 �. R1 c o 'b .� Y z n o I X m ui d- C) o r m w o N 00 ►y<' w °O� 0o n In O }� o� m --� n CA 2. r,- t, ' o I O o" a C, 5 COL r y m II w o ;�v Wiz^ n H O a ro� (/) ( D o F. n> Z O z LA 5 _< O I a Cl) '� p N to a� y � n . T�� xra �)cDa PAGE. 03 WLE OM 980112 Form APPfovcd, AVP-t.aw , r (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 wirelnes, 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 licensors property, and others) and the right of the licensor to renew and extend the some, and is made without covenant of title or for quiet enjoyment. Section 2. CONSTRUCTION.MAtNT't'NATTt Ayp OPERATION. (a) If the Wireline or any part thereof is to be located above the top of the rails of any track or communication and sign l lin es, shall be constructed, operated, maintained, repaired, renewed, modified and/or reconstructed by the licensee in including static wires, overhead clearance provided by the Wireline shall be no less than that shown on Exhibit A The Wireline astrict with the Specifications prescribed in the current issue of the National Electrical Safety Code of the American Nationalconformity Standards Institute. In the event such Specifications conflict in any respect with the requirements of any federal, state or municipal law or regulation, such requirements shall govem on all points of conflict, but in all other respects the Specifications shall apply. (b) All work performed on property of the Licensor in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wireline shall be done to the satisfaction of the licensor. (c) If the Wireline is an existing one not conforming in its construction to the above provisions of this Section Z the licensee shall, within ninety (90) days after the date hereof. reconstruct it so as to conform therewith (d) The Wireline shall be constructed, maintained and operated by the licensee in such manner as not to be or constitute a hazard to aviation. With respect to the Wireline the Licensee, without expense to the Licensor, will comply with all requirements of law and of public authority, whether federal, state or local, including but not limited to aviation authorities. (e) In the operation of the Wireline, the licensee shall not transmit electric current at a difference of potential in excess of the voltage indicated on Exhibit A If the voltage indicated is in excess of seven hundred fifty (750) volts, and the Wireline is, or is to be, buried at any location on the property of the licensor outside track ballast sections or roadbed the licensee shall install metallic conduit, or non-metallic conduit encased in a minimum of three (3) inches of concrete with a minimum of four (4) feet of ground cover the entire length of the Wireline on the property of the Licensor. A Wireline buried by removal of the soil shall have, at a depth of one 0) foot beneath the surface of the ground directly above the Wireline, a six (6) inch wide warning tape bearing the warning, 'Danger -High Voltage,' or equivalent wording. A Wireline encased in conduit, jacked or bored under the property of the Licensor, must be identified by placing warning signs, to be installed and properly maintained at the expense of the Licensee, at each edge of the Licensor's property. The licensee shall not utilize the signs in lieu of the warning tape where portions of the casing are installed by direct burial. Section 3. NOTICE OF ,rr,nrr nr tire%inK 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 Wireline. All such work shall be prosecuted diligently to completion. wic.cxb Pagc t of 4 Exhibit B WLE E7B 98o►12 Fog* Approved; AVP-LAw Section 4. 1 l x TO BEAR IrJ3R) 12'EN The Licensee shall bear the entire cost and expense incurred in connection with the construction, maintenance. repair and renewal and any and all modification, revision, relocation, removal or reconstruction of the Wireline, including any and all expense which may be incurred by the licensor in connection therewith for supervision or inspection, or otherwise. (a) The license herein granted is subject to the needs and requirements of the Licensor in the operation of its railroad and in the improvement and use of its property, and the Licensee shall, at the sole expense of the licensee, reinforce or encase the Wireline (if it is an underground facilit)r) to the satisfaction of the licensor, or move all or any portion of the Wireline to such new location or remove the Wireline from such property, as the licensor may designate, whenever in the furtherance of its needs and requirements, the licensor shall find such action necessary or desirable. (b) All the terns, conditions and stipulations herein expressed with reference to the Wireline on property of the licensor in the location hereinbefore described shall, so far as the Wireline remains on the property, apply to the Wireline as modified, changed or relocated within the contemplation of this section. -got tm?ti i i• •1 In the operation and maintenance of the Wireline the licensee shall take all suitable precaution to prevent any interference (by induction. leakage of electricity, or otherwise) with the operation of the signal, communication lines or other installations or facilities of the Licensor or of its tenants; and if, at any time, the operation or maintenance of the Wireline results in any electrostatic effects which the licensor deems undesirable or harmful, or causes interference with the operation of the signal, communication lines or other installations or facilities, as now existing or which may hereafter be provided by the licensor and/or its tenants, the licensee shall, at the sole expense of the licensee, immediately take such action as may be necessary to eliminate such interference. • • •yM • • all: M: • 'JY lolcl .3 v*svi ryv t--0 (a) Fiber optic cable systems may be buried on the licensoes 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 at 1-800-336-9193 (a 24-hour number) 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 right of way until all such protection or relocation has been accomplished. licensee shall indemnify and hold the Licensor harmless from 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 Agreement, the licensee shall indemnify 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 telecommunications system on licensor's property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on licensor's property, except if 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. C.ARAS AND LIENS FOR IARCJR ND MATERIAL. (a) The licensee shall fully pay for all -materials joined or affixed to and labor performed upon property of the licensor in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wirelme, mid shall not permit or suffer any mechanic's or materialmaat's lien of cmy 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. The licensee shall indemnify and hold harmless w►c.cxb Page 2 of 4 Exhibit B WLE EXB 980112 FomtAPProvC14 AVP-Law 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 Wireline, to prevent the some from 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 maintenance of the Wireline 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. ORS PROPII3T'Y. In the event the licensor authorizes the licensee to take down any fence of the licensor or in any manner move or disturb any of the other property of the licensor in connection with the construction, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Wireline, then in that event the licensee shall, as soon as possible and at licensee's sole expense, restore such fence and other property to the same condition as the same were in before such fence was taken down or such other property was moved or disturbed, and the licensee shall indemnify and hold harmless the Licensor, its officers, agents and employees, against and from any and all liability, loss, damages, claims, demands, costs and expenses of whatsoever nature, including court costs and attorneys' fees, which may result from 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 taking down of any fence or the moving or disturbance of any other property of the licensor. Section 10. INDEMNITY. (a) As used in this Section. 'Licensor includes other railroad companies using the Licensoes property at or near the location of the 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 Licensoes 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, the licensee agrees to indemnify and hold harmless the licensor from any Loss which is due to or arises from: I. The prosecution of any work contemplated by this Agreement including the installation, construction, maintenance, repair, renewal, modification, reconstruction, relocation, or removal of the Wireline or any part thereof; or 2. The presence, operation, or use of the Wireline or contents escaping therefrom, except to the extent that the Loss is caused by the sole and direct negligence of the Licensor. z ��I:r_s•��.xr:ZliI►1���:1�7it5i01111�q Prior to the termination of this Agreement howsoever, the licensee shall, at licensee's sole expense, remove the Wireline from the property of the licensor and restore such property to as good a condition as it was in before the Wireline was originally constructed, all to the satisfaction of the licensor. If the licensee fails to do the foregoing, the licensor may perform the work of removal and restoration at the expense of the Licensee. The licensor shall not be liable to the licensee for any damage sustained by the licensee as a result of the removal of the Wireline by the Licensor as in this section provided nor shall such action prejudice or impair any right of action for damages or otherwise that the licensor may, at the time of such removal, have against the licensee. wlc.cxb Page 3 of Exhibit B WLE E6 990112 Form Appmved AVP-Lew Section 12. WAMM OF 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. TERMWATION. (a) If the Licensee does not use the right herein granted or the Wireline 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 after written notice from the licensor to the licensee specifying such default, the licensor may, ort 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 liability, accrued or otherwise, which may have arisen prior thereto. • • 71�1 1 • • C Ugl- 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. 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. wle.cxb Page 4 of Exhibit B PUWU®RAINAGIf iNS. 02/16/01 Form Approved, AVP-Law EXHIBIT B-1 Union Pacific Railroad Company Insurance Provisions For Pipeline I Wireline I Drainage License Agreements Licensee shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance coverage: A. Commercial General Liability insurance. This insurance shall contain broad form contractual liability with a single limit of at least $2.000.000 each occurrence or claim and an aggregate limit of at least $4.000.000. Coverage must be purchased on a post 19N ISO or equivalent form, including but not limited to coverage for the following: • Bodily injury including death and personal injury • Property damage • Fire legal liability (Not less than the replacement value of the portion of the premises occupied) • Products and completed operations The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: • "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar taw.' • The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. • Coverage for Licensee's (and Licensors) employees shall not be excluded • Waiver of subrogation B. Business Automobile Coverage insurance. This insurance shall contain a combined single limit of at least $2,000.000 per occurrence or claim, including but not limited to coverage for the following: • Bodily injury and property damage • Any and all motor vehicles including owned, hired and non -owned The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: • "for purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." • The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. Motor Carrier Act Endorsement- Hazardous materials clean up (MCS-90) if required by law. C. Workers Compensation and Employers Liability insurance including but not 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 Workers Compensation insurance will not cover the liability of Licensee in states that require participation in state workers' compensation fund, Licensee shall comply with the laws of such states. If Licensee is self -insured, evidence of state approval must be provided along with evidence of excess workers compensation coverage. Coverage shall 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. The policy shall also contain the following endorsement which shall be indicated on the certificate of insurance: • Alternate Employer Endorsement D. Umbrella or Excess Policies In the event Licensee utilizes Umbrella or excess policies, these policies shall "follow form" and afford no less coverage than the primary policy. Page 1 of 2 PUWLJURA:NACle INS. 02 I6101 Form Approved, AVP-Law Other Requirements E. Punitive damage exclusion must be deleted. which deletion shall be indicated on the certificate of insurance. F. Licensee agrees to waive its right of recovery, and its insurers, through policy endorsement. agree to waive their right of subrogation against Licensor. Licensee further waives its right of recovery, and its insurers also waive their right of subrogation against Licensor for Im of its owned or leased property or property under its care, custody and control. Licensee's insurance shall be primary with respect to any insurance carried by Licensor. All waivers of subrogation shall be indicated on the certificate of insurance. G. AN policy(ies) required above (excluding Workers Compensation) shall provide severability of interests and shall name Licensor as an additional insured. Severability of interest and naming Licensor as additional insured shall be indicated on the certificate of insurance. H. Prior to commencing the Work, Licensee shall furnish to Licensor original certificate(s) of insurance evidencing the required coverage, endorsements, and amendments. The certificate(s) shall contain a provision that obligates the insurance company(ies) issuing such policy(ies) to notify Licensor in writing of any cancellation or material alteration. Upon request from Licensor, a certified duplicate original of any required policy shall be furnished. I. Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. J. Licensee WARRANTS that this Agreement has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this Agreement and acknowledges that Licensee's insurance coverage will be primary. K. The fact that insurance is obtained by Licensee or Licensor on behalf of Licensee shall not be deemed to release or diminish the -^t)ility of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. Page 2 of 2 EXHIBIT C PL X&E ROE 940201 Form Approved, AVP-Law Folder No: 2095-05 CONTRACTOR'S RIGHT OF ENTRY AGREEMENT THIS AGREEMENT is made and entered into as of the day of .20 _ by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, (hereinafter the "Railroad") and a corporation/partnership, whose address is (hereinafter the "Contractor"). RECITALS: The Contractor has been employed by CITY OF VERNON for the purpose of constructing only one 66 feet of underground 16 kv wireline encroachment (hereinafter "work") on and across property of the Railroad Mile Posts 4.50 and near Vernon, Los Angeles County, California. The Contractor has requested the Railroad to permit it to perform the work and Railroad is agreeable thereto, subject to the following terms and conditions. AGREEMENT: follows: NOW, THEREFORE, it is mutually agreed by and between the Railroad and Contractor, as. Article I. DEFINITION OF CONTRACTOR. For purposes of this Agreement, all references in this Agreement to the Contractor shall include the Contractor's contractors, subcontractors, officers, agents and employees, and others acting under its or their authority. Article II. RIGHT GRANTED; PURPOSE. The Railroad hereby grants to the Contractor the right, during the term hereinafter stated and upon and subject to each and all of the terms, provisions and conditions herein contained, to enter upon and have ingress to and egress from the property described in the Recitals hereof and as shown on the attached print dated July 11, 2002, marked Exhibit "A", for the purpose of performing the work described in the Recitals above. The right herein granted to Contractor is limited to those portions of the Railroad's property specifically described herein, or designated by the Railroad representative named in Article V. Article M. TERMS AND CONDITIONS CONTAINED IN EXHIBITS B AND B-l. The terms and conditions contained in Exhibits B and B-1, hereto attached, are hereby made a part of this Agreement. Article IV. ADMINISTRATIVE FEE. Applicant shall pay to the Railroad FIVE HUNDRED DOLLARS (S500.00) as reimbursement for clerical, administrative and handling expense in connection with the processing of this Agreement. Article V. ALL EXPENSES TO BE BORNE BY CONTRACTOR; RAILROAD REPRESENTATIVE. The Contractor shall bear any and all costs and expenses associated with any work performed by the Contractor, or any costs or expenses incurred by the Railroad relating to this Agreement. All work performed by Contractor on Railroad's property shall be performed in a manner satisfactory to the respective local Superintendent of Transportation Services of the Railroad or his authorized representative (hereinafter the "Railroad Representative"). Article VI. TERM; TERMINATION A. The grant of right herein made to Contractor shall commence on and continue until , unless sooner terminated as herein. provided, or at such time as Contractor has completed its work on Railroad's property, whichever is earlier. Contractor agrees to notify the Railroad Representative in writing when it has completed its work on Railroad property. B. This Agreement may be terminated by either party on ten (10) days' written notice to the other party. Article VH. CERTIFICATE OF INSURANCE. A. Before commencing any work, the Contractor will provide the Railroad with a Certificate, identifying Folder No. 2095-05, issued by its insurance carrier providing the insurance coverage required pursuant to Exhibit B-1 of this Agreement in a policy which contains the following type of endorsement. UNION PACIFIC RAILROAD COMPANY is named as additional insured with respect to all liabilities arising out of Insured's, as Contractor, performance of any work on the property of the Railroad. B. Contractor warrants that this Agreement has been thoroughly reviewed by its insurance agent(s)/broker(s) and that said agent(s)/broker(s) has been instructed to procure insurance coverage and an endorsement as required herein. C. All insurance correspondence shall be directed to: Folder No. 2095-05, Union Pacific Railroad Company, Real Estate Department, 1800 Famam Street, Omaha, Nebraska 68102. Article VM. CHOICE OF FORUM. Litigation arising out of or connected with this Agreement may be instituted and maintained in the courts of the States of Nebraska and California only, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation, in those courts, and consent to service of Process issued by such courts. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the date first herein written. UNION PACIFIC RAILROAD COMPANY iIn Manager Contracts (Contractor Name) By Title: Telephone: Fax: Me LL. I— Qt CL LLJ CY CL J LO a� vrn Cr ap w cn r LLJ N 7 Q Ld Z O tar C V u A y E v u z zo u0> c Cl Q @ z 6-4 Q ,10 a. 0 O i-d ..7 a (T, O u o w U A. a o. oq" m> �uz VH 0 �m� t to & U o — z < w enu O b u aG A Z o __ nL. u 0 0 3„9Z,�Z 1. LoS _�4jfs..} - (INd S313ONV/ SOl l ij i a: J V) Of W Z F— C� Q a_ CD X EO 30Vd ONI AlOd NMO80 OZSL-09Z-EZE Sv:TT Z00ZiTT/LO LMLMES X & E ROE 990701 Form APWovcd, AVP-Law EXHIBIT B TO CONTRACTOR'S RIGHT OF ENTRY AG Section 1. NOTICE OF COMMENCEMENT OF WpIK - FLAGGING. The Contractor agrees to notify the. proposed performRailroad 24 hours in advance of Representative at least 48 hours in advance of Contractor commencing its work and at least performance of any work by the Contractor in which any person or eq ui pment will be within 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 25 feet of anv track. Upon receipt of such notice, the Railroad Representative will determine and inform the Contractor whether a flagman need be present and whether the Contractor need implement any special protective or safety measures. If any flagmen or other special protective or safety measures are performed by the Railroad, such services will be provided at Contractor's expense with the understanding that if the Railroad provides any flagging or other services the Contractor shall not be relieved of any of its responsibilities or liabilities set forth herein. Section 2. NO INTERFERENCE WITH RAILROAD'S OPERATION. No work performed by Contractor shall cause any interference with the constant, continuous and uninterrupted use of the tracks, property and facilities of the Railroad its lessees, licensees or others, unless specifically permitted under this agreement, or specifically authorized in advance by the Railroad Representative. Nothing shall be done or suffered to be done by the Contractor at any time that would in any ma impair the safety thereof. When not in use, Contractor's machinery and materials shall be' kept at least 50 feet from the centerline of Railroad's nearest track, and there shall be no vehicular crossings of Railroad's tracks except at existing open public crossings. Section 3. MECHANIC'S LIENS. The Contractor shall pay in full all persons who perform labor or provide materials for the work to be performed by Contractor. The Contractor shall not create, permit or suffer any mechanic's or materialmen's liens of any kind or nature to be created or enforced against any Property of the Railroad for any such work performed. The Contractor shall indemnify and hold harmless the Railroad from and against any and all liens, claims, demands, costs or expenses of whatsoever nature in any way connected with or growing out of such work done. labor performed, or materials fumished. Section 4. PROTECTION OF FIBER OPTIC CABLE SYSTEMS a). Fiber optic cable systems may be buried on the Railroad's property. since any break could disrupt service to users resulting in business intr ption and floss of revenue on of the oand profits. ic cable Contrac or shalstems is of l telephone the Railroad at 1-800-336-9193 to determine if fiber optic cable is buried anywhere on the Railroad's premises to be used by the Contractor. If it is. Contractor 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 Contractor's expense, and will commence no work on the right of way until all such protection or relocation has been accomplished. b)• In addition to other indemnity provisions in this Agreement, the Contractor shall indemnify and hold the Railroad harmless from and against all costs, liability and expense whatsoever (including, without limitation, attorneys' fees, court costs and expenses) arising out of any act or omission of the Contractor, its contractor, agents and/or emplovees, that causes or contributes to (I) any damage to or destruction of any telecommunications system on Railroad's telecommunications company, property. p �' and/or (2) any injury to or death of any person employed by or on behalf of any , and/or its contractor. agents and/or employees, on Railroad's property. Contractor shall not have or seek recourse against Railroad 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 Railroad's property or a customer or user of services of the fiber optic cable on Railroad's property. Section 5. COMPLIANCE WITH LAWS. In the prosecution of the work covered by this agreement, the Contractor shall secure any and all necessary permits and shall comply ffi with all applicable federal, state and local laws, regulations and enactments affecting the work. The Contractor shall use only such methods as are consistent with safety, both as concerns the Contractor, the Contractor's agents and employees, the ocers, agents, employees and property of the Railroad and the public in general. The Contractor (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and health acts and regulations. All Federal Railroad Administration regulations shall be followed when work is Performed on the Railroad's property. if any failure by the Contractor to comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against the Railroad, the Contractor shall reimburse and indemnify the Page I of 3 Exhibit 8 UTILITIES }( dc,E ROE 990701 Form Approved. AVP-Law Railroad for any such fine, penalty, cost, or charge, including without limitation attorney to the Railroad. s' fees. court costs and expenses_ The Contractor further agrees in the event of any such action, upon notice thereof being provided by the Railroad. to defend such action free of cost. charge. or expense Section 6. SAFETY INSTRUCTIONS. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of the work pursuant to this agreement. As reinforcement and in furtherance of overall safety measures to be observed by the Contractor (and not by way of limitation s, the following special safety rules shall be followed: a)• The Contractor shall keep the job site free from safety and health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the job. The Contractor shall have proper first aid supplies available on the job site so that prompt first aid services can be provided to any person that may be injured on the job site. The Contractor shall promptly notify the Railroad of any U.S. Occupational Safety and Health Administration reportable injuries occurring to any person that may arise during the work performed on the job site. The Contractor shall have a non -delegable duty to control its employees, while they, are on the job site or any other property of the Railroad to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage, drug, narcotic or other substance that may inhibit the safe performance of work by the employee. by The employees of the Contractor shall 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. Only waist length shirts with sleeves and trousers that cover the entire lee are to be worn. If flare -legged trousers are worn. the trouser bottoms must be tied to prevent catching. The employees should wear sturdy and protective work boots and at least the following protective equipment: (I) Protective head gear that meets American National Standard-Z89.1-latest revision. It is suggested that all hardhats be affixed with Contractor's or subcontractor's company logo or name. (2) Eye protection that meets American National Standard for occupational 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, burning, etc.; and (3) Hearing protection which affords enough attenuation to give protection from noise levels that will be occurrine on the job site. c). All heavy equipment provided or leased by the Contractor shall be equipped with audible back-up warning devices. If in the opinion of the Railroad Representative any of Contractor's or any of its subcontractor's equipment is unsafe for use on the Railroad's right-of-way, the Contractor. at the request of the Railroad Representative, shall remove such equipment from the Railroad's right-of-way. Section 7. INDEMNITY. a). As used in this Section, "Railroad" includes other railroad companies using the Railroad's property at or near the location of the Contractor'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 Railroad's officers, agents, and employees, the Contractor's officers, agents, and employees, as well as any Other Pin); 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 Railroad, or property in its care or custody). b}. As a major inducement and in consideration of the license and permission herein granted, the Contractor agrees to indemnify and hold harmless the Railroad from an y Loss which is due to or arises from any cause and is associated in whole or in part with the work performed under this agreement, a breach of the agreement or the failure to observe the health and safety provisions herein, or any activity, omission or negligence arising out of performance or nonperformance of this agreement. However, the Contractor shall not indemnify the Railroad when the Loss is caused by the sole negligence of the Railroad. c)• The Contractor shall maintain whatever insurance coverage is necessary to adequately underwrite its general and contractual liability under the terms of this Agreement. Pate 2 01,3 E.hiba B UTILITIES )(4, E ROE 990701 Form Approvd. AVP-Lew Section 8. RESTORATION OF PROPERTY. In the event the Railroad authorizes the Contractor to take down any fence of the Railroad or in any manner move or disturb any of the other property of the Railroad in connection with the work to be performed by Contractor. then in that event the Contractor shall, as soon as possible and at Contractor's sole expense, restort such fence and other property to the same condition the same were in before such fence was taken down or such other property was moved or disturbed. Section 9. WAIVER OF BREACH. The waiver by the Railroad of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by the Contractor shall in no way impair the right of the Railroad to avail itself of any remedy for any subsequent breach thereof. Section 10. ASSIGNMENT - SUBCONTRACTING. The Contractor shall not assign, sublet or subcontract this agreement, or any interest therein, without the written consent of the Railroad and any attempt to so assign, sublet or subcontract without the written consent of the Railroad shall be void. If the Railroad gives the C Railroad permission to subcontract all or any portion of the work herein described, the Contractor is and shall remain responsible for all work of subcontractors and all work of subcontractors shall be governed by the terms of this agreement. Page 3 of 3 Exhibit 8 gQNTRACTOR'S RIGHT OF ENTRY INS. 02J16101 ' INVOLVING PIPELINE,WIRELINE & DRAINAGE WORK Form Apppov*d. AVP-Law EXHIBIT B-1 Union Pacific Railroad Company Insurance Provisions For Contractor's Right of Entry Agreement Involving Pipeline, Wireline, or Drainage Work on Union Pacific Property Contractor Shan, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance coves A Commercial General Liability insurance. This insurance shag contain broad form contractual liability with a single limit of at least $2,000,000 each occurrence or claim and an aggregate limit of at least $4.000.000. Coverage must be purchased on a post 1998 ISO or equivalent form, including but not limited to coverage for the following: • Bodily injury including death and personal injury • Property damage • Fire legal liability (Not less than the replacement value of the portion of the premises occupied) • Products and completed operations The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: • Pacific Wage Continuation Program or similar programs are deemed not to be either "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation taw or similar law." • The exclusions for railroads (except where the Job site is more than fifty feet (50) from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shag be removed. • Coverage for Contractor's (and Railroad's) employees shall not be excluded • Waiver of subrogation B. Business Automobile _Coverage insurance. This insurance shall contain a combined single limit of at least $2.000,000 per occurrence or claim, including but not limited to coverage for the following: • Bodily injury and property damage • Any and all motor vehicles including owned, hired and non -owned The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: • "For purposes of this insurance, Union Pacific Railroad Payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be any Workers Compensation, disability benefits, or unemployment compensation aw or siimilartawade or obligations assumed under. • The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. • Motor Carrier Act Endorsement- Hazardous materials dean up (MCS-90) if required by law. C. Workers Compensation and Employers Liability insurance including but not limited to: • Contractor'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 Workers Compensation insurance will not cover the liability of Contractor in states that require participation in state workers' compensation fund, Contractor shall comply with the laws of such states. If Contractor is self -insured, evidence of state approval must be Provided along with evidence of excess workers compensation coverage. Coverage shall include liability arising out of the U. S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shelf Land Ad, if a The Policy shall also contain the following endorsement which shall be indicated on the certificate of insura ce: • Altemate Employer Endorsement Page 1 of 2 CONTRACTOft:S RIGHT OF ENTRY INS. 02/1610t INVOLVING PIPEUNE,WIRELINE b DRAINAGE WORK , Form Approved. AVP-Law D. Umbrella or Excess Policies In the event Contractor utilizes Umbrella or excess policies, these policies shall afford no less coverage than the primary policy. 'follow form' and E. Railroad Protective Liabili insurance naming only the Railroad as the insured with a combined single limit of $2,000,000 r Occurrence with a $6.000.000 aggregate. The policy shall be broad form coverage for 'Physical Da 00 35 07 98 or equivalent). A binder statingthe Damage to Property- (ISO Form CG to the Railroad. policy is in place must be submitted to the Railroad until the original policy is forwarded Other Requirements F. Punitive damage exclusion must be deleted, which deletion shall be indicated on the certificate of insurance. G. Contractor agrees to waive its right of recovery, and its insurers, through policy endorsement, agree to waive their right of subrogation against Railroad. Contractor further waives its right of recovery; and its insurers also waive their right of subrogation against Railroad for loss of its owned or leased property or property under its care. custody and control. Contractor's insurance shall be primary with respect to any insurance carried by Railroad. All waivers of subrogation shall be indicated on the certificate of insurance. H. All policy(ies) required above (excluding Workers Compensation) shall provide severability of interests and shall name Railroad as an additional insured. Severability of interest and naming Railroad as additional insured s insurance. hall be indicated on the certificate of 1. Prior to commencing the Work. Contractor shall furnish to Railroad original certificates) of insurance evidencing the required coverage, endorsements, and amendments. The certificate(s) shall contain a provision that obligates the insurance company(ies) icing such poticy(ies) to notify Railroad in writing of any cancellation or material alteration. Upon request from Railroad, a certified duplicate original of any required policy shall be furnished. J. Any insurance policy shall be written by a reputable insurance company acceptable to Railroad or with a current Besrs Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. K. Contractor WARRANTS that this Agreement has been thoroughly reviewed by Contractors insurance agent(s)/broker(s), who have been instructed by Contractor to procure the insurance coverage required by this Agreement and acknowledges that Contractor's insurance coverage will be primary. L The fad that insurance is obtained by Contractor or Railroad on behalf of Contractor shall not be deemed to release or diminish the liability of Contractor, including, without limitation, liability under the indemnity Railroad shall not be limited by the amount of the required insurance coverage provisions of this Agreement. Damages recoverable by Page 2 of 2 EXHIBIT Ic ICRMA Folder No. 2095-05 INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY a Joint Powers Authority 5777 WEST CENTURY BOULEVARD, SUITE 665 LOS ANGELES, CA 90045 (310) 417-9150 — Fax (310) 417-9152 LIABILITY CERTIFICATE OF COVERAGE and ADDITIONAL COVERED ENTITY ENDORSEMENT CERTIFICATE NUMBER: 2002 - 444 CERTIFICATE HOLDER: Union Pacific Railroad Company ATTN: Mary Hauschild, Real Estate Department 1800 Farnam Street Omaha, NE 90058 MEMBER and/or COVERED INDIVIDUALS: City of Vernon DESCRIPTION OF COVERED ACTIVITY: as respects crossing and use of railroad property to place cable and conduit. MEMO POLICY NUMBER: ICAPL1019 EFFECTIVE DATE: 7/1/2002 Self -insured Retention: $ 1,000,000 EXPIRATION DATE: 6/30/2003 Limits: $ 2,000,000 (per occurrence) THE FOLLOWING COVERAGE IS IN EFFECT: General and automobile liability as defined in the master memorandum of liability coverage on file with the member and/or covered individuals named above. This is to certify that the coverage listed above has been issued to the Member and/or Covered Individuals named above for the policy period indicated, notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate may be issued or may pertain. The coverage afforded as described herein is subject to all the terms, exclusions, and conditions of the master memorandum of liability coverage of the Independent Cities Risk Management Authority which is available for your review -upon request. Pursuant to the definition of "Member and/or Covered Individuals" in the master memorandum of liability coverage, the certificate holder named above is an additional covered entity for covered claims arising out of the covered activity stated above and is subject to the limits stated above. Coverage is in effect as stated above and will not be canceled, limited, or allowed to expire except upon 30-days written notice to the certificate holder. Date: 8/2 /2002 Renewal: No General Manager: �jc p CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator/City Clerk FAX (323) 826-1438 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 October 2, 2002 Union Pacific Railroad Company Attn: Mary Hauschild, Manager Contracts Real Estate Department 1800 Farnam Street Omaha, Nebraska 68102 EDUARDO OLIVO City Attorney FAX: (562) 869-1883 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Utilities FAX`. (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323) 826-1481 Re: Wireline Crossing Agreement and Longitudinal Wireline Encroachment Agreement Dear Ms. Hauschild: Transmitted herewith are duplicate original copies of the above referenced agreements approved by the Vernon City Council on September 18, 2002 and Check Nos. 034054 in the amount of 2,369.00 and 034055 in the amount of $7,962.00. If you have any questions regarding this matter, please call Mr. Kenneth DeDario at (323) 583-8811 ext. 211. Very truly yours, iv�.j.y uyro{i Assistant to the Chief Deputy City Clerk NG/gm CC: Kenneth DeDario Dolores Fonseca Resolution No. 8066 Agreement No. 02-074 Agreement NO. 02-075 September 11, 2002 TO: Bruce V. Malkenhorst, City Administrator FROM: Kenneth J. DeDario, Director of Utilities KL)V- SUBJECT: Union Pacific Railroad Agreements I recommend approval of the attached Wireline Crossing and Longitudinal Wireline Encroachment Agreements between Union Pacific Railroad Company and the City of Vernon. These Agreements will permit the Utilities Department to cross and route along side the Union Pacific Railroad tracks located west of Boyle Avenue behind the Norman Fox Property at 5611 S. Boyle Avenue. These Agreements require license fees which the customer, Crown Poly Inc., has agreed to pay and whose checks are attached. The City Attorney has reviewed these Agreements. If you have any questions or comments, please contact me. Thank you for your consideration. KJD:ah Attachments CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro—Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator/City Clerk FAX (323) 826-1438 City Council City of Vernon Honorable Members: EDUARDO OLIVO City Attorney FAX: (562) 869-1883 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 September 11, 2002 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323) 826-1481 n' �0v^ '0 � It is necessary that a Wireline Crossing and Longitudinal Wireline Encroachment Agreements be entered with Union Pacific Railroad Company to provide cross and route along side the Union Pacific Railroad tracks located west of Boyle Avenue, behind the Norman Fox Property at 5611 S. Boyle Avenue. This has been reviewed by the Director of Utilities and the City Attorney and it is hereby recommended that the Wireline Crossing and Longitudinal Wireline Encroachment Agreements be approved and executed. Very truly yours, Bruce V. Malkenhorst City Administrator/City Clerk BVM/gm WLX.DOC 940204 Form Approved, AVP-Law WIRELINE CROSSING AGREEMENT Mile Post: 4.50, San Pedro Subdivision Location: Vernon, Los Angeles County, California Folder No: 2095-05 THIS AGREEMENT is made and entered into as of June 24, 2002, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, (hereinafter the "Licensor") and CITY OF VERNON, a California municipal corporation, to be addressed at 4305 Santa Fe Avenue, Vernon, California 90058 (hereinafter the "Licensee'). IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Article I. LICENSE FEE Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time license fee of TWO THOUSAND THREE HUNDRED SIXTY-NINE DOLLARS ($2,369.00). Article H. 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 Licensor hereby grants to the Licensee the right to construct and thereafter, during the term hereof, to maintain and operate one underground 16 kv wireline crossing only (hereinafter the "Wireline") in the location shown and in conformity with the dimensions and specifications indicated on the attached print dated June 12, 2002, marked Exhibit "A". Under no circumstances shall Licensee modify the use of the Wireline for a purpose other than the above - mentioned, and said Wireline shall not be used 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 III. CONSTRUCTION, MAINTENANCE AND OPERATION. The grant of right herein made to the Licensee is subject to each and all of the terms, provisions, conditions, limitations and covenants set forth herein and in Exhibit B, hereto attached. r Article IV. IF WORK IS TO BE PERFORMED BY CONTRACTOR. If a contractor is to do any of the work perfonned on the Wireline (including initial construction and subsequent relocation or substantial maintenance and repair work), then the Licensee shall require its contractor to execute the Licensor's form Contractor's Right of Entry Agreement. Licensee acknowledges receipt of a copy of the Contractor's Right of Entry Agreement and understands its terms, provisions, and requirements, and will inform its contractor of the need to execute the Agreement. Under no circumstances will Licensee's contractor be allowed onto Licensor's premises without first executing the Contractor's Right of Entry Agreement. Article V. INSURANCE A. The Licensee, at its expense, shall obtain the insurance described in Exhibit B-1, hereto attached. The Licensee will also provide to the Licensor a Certificate of Insurance, identifying Folder No. 2095-05, issued by its insurance carrier confirming the existence of such insurance and that the policy or policies contain the following endorsement: UNION PACIFIC RAILROAD COMPANY is named as an additional insured with respect to all liabilities arising out of the existence, use or any work performed on or associated with the 'Wireline' located on Railroad right-of-way at Mile Post 4.500 on the San Pedro Subdivision, at or near Vernon, Los Angeles County, California. . B. If the.Licensee named in this Agreement is a.public entity subject to any applicable statutory tort laws, the limits of insurance described in Exhibit B-1 shall be the limits the Licensee then has in effect or which is required by applicable current or subsequent law, whichever is greater, a portion of which may be self -insured with the consent and approval of the Licensor C. All insurance correspondence shall be directed to: Folder No. 2095-05 Union Pacific Railroad Company Real. Estate Department 1800 Farnam Street Omaha, NE 68102 Article VI. TERM. This Agreement shall take effect as of the date first herein written and shall continue in full force and effect until terminated as herein provided. Article VII. SPECIAL PROVISIONS -- NONE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first herein written. UNION PACIFIC RAILROAD COMPANY By: Manager Contracts CITY OF VERNON By Title PLACE ARROW INDICATING NORTH DIRECTION RELATIVE TO CROSSING z� FORM DR-0404-G REV. 5- 15-98 UNDERGROUND WIRELINE CROSSING OVER 750 VOLTS NO SCALE h FT.- j OQ• �$ I SE NC FT.- 4 6 61 TOVc1\�o� / aW I NEAREST _RR. TOIINi S f— q.MAIN TRACK THE 71 (DISTANCE ALONG TRACX�ON SECTION LINE CROSSING, (NOTE. THIS DIMENSION REQUIRED IN ALL CASES AT LOCATIONS NOT USING SECTIONS, DISTANCE - — TO A LEGAL SURVEY LINE 15 REQUIREDI NOTE:. ALL AVAILABLE DIMENSIONS MUST BE FILLED IN TO PROCESS THIS APPLICATION. jT. c SEE ♦ W 61 I ANGLE OF CROSSING/ RR'S R/W •�T. D I (NLAREST FLIL TewlI FT. t AFT. _FT. -.a I I •. GROUND SW(FACE SUBGRAOE R ! FT. FT. t� FT.6 1N. MIN.1 wiN.l I, -CASING PIPE ISEE NOTE 2 A 3) t� Fi wiw 1 ' ® 7 FT. IMIN. DIST. SEE NOTE 2) _Q_ FT. NOTES : (CASING LENGTH MIEN MEASURED ALONG PIPEL INE.I 11 ALL HORIZONTAL DISTANCES TO BE MEASURED AT RIGHT ANGLES FROM E. OF TRACK, EXCEPT AS NOTED. 21 ENCASE COMPLETELY ACROSS OUR --- NON-METALLIC WITH A RIGID METALLIC CONDUIT OR 31 STALLICHOWIDETWARNINGETAPEEII IN BELOMINIMUM OOUNDLINEHDIROF ECTLY OVER THE UNDERGROUND POWER LINE WHERE LOCATED ON OUR R/W OUTSIDE THE TRACK BALLAST 4.1 1FCWITHIN AREA OF UNDERGROUND SIGNAL FACILITIES SUCH AS FLASHING CROSSING SIGNALS POWER SWITCHES, TRACK SIGNALS ETC., CHECK WITH SIGNAL DEPARTMENT. 5Y SIGNAL ITEPRESENTATIVE MUST BE PRESENT bURING INSTALLATION IF RAILROAD 6l SIGNALS IAA OFE50' FROMVTHENEND TY OF CROSSING. BRIDGE, rL OF ANY CULVERT, 71 ALLOWABLEFROM NFIXEDTOBJECTSRINCLUDE: BACKWALLS OF BRIDGES; IL OF ROAD CROSSINGS OVERHEAD 8) CASINGAND CARRIERS PIPE VMUST ABENPLACED A MINIMUM OF 2 FEET BELOW THE EXISTING FIBER FIBER OPTIC CABLE. ANY C CABLE MUST BECHANDION DDUGpE0l11REp WITHIN 5 FEET OF THE EXISTING r Al IS WIRELINE CROSSING WITHIN DEDICATED STREET ?_YES; ✓ NO; 81 IF YES, NAME OF STREET Cl VOLTAGE TO BE CARRIED R TRACK DI DISTRIBUTION LINE OR TR I It LINE— El MAXIMUM CURRENT I / *1 SINGLE PHASE THREE PHASE5_L�NO. OF CIRCUITS 1� ;) MAX. OPERATING CURRENT TO GROUND AT FEED ENO AMPS. 11 MAX. OPERATING CURRENT TO GROUND AT LOAD END MP5 I WHAT TYPE OF FACILITY WILL LINE BE SERVING? LCiS/ J4F MFCo 11F SEPARATE CABLES ARE USED, WHAT IS THE AVG. DISTANCE BETWEEN CABLES? N I IF A NEW POWER SUBSTATION IS TO BE BUILT OR REVISED WITHIN 1/2 MILE OF RR, WHAT IS: MAX OPERATING CURRENT TO GROUND? kirk AMPS; MAX RESISTANCE TO GROUND? 0 Mff FAULT CURRENT TO GRO ND?_ AMPS. 1 CASING TYPE TO BE INSTALLED ! / t I _ 'Tx• t tVl /ln•r ri m j 1 1 METHOD OF INSTALLING CASING PlPf UNDER TRACK(S): '3SjVfr_-,vw DRY BORE AND JACK 1 W T apR yOuPER�IJJE111L �, y T� �LACf #'►' Cpj TUNNEL; OTHER C U D IA1 lVl: 7 iRt t- FC DISTANCE FROM CENTER L HE 0� F TRACK TO N FACE OF BORING AND JACKING PITS WHEN MEASURED AT RIGHT ANGLES TO TRACK T. (30' MIN.) APPLICANT HAS CONTACTED 1-800.336-9193 Uy P. COMMUNICATION DEPARTMENT, AND HAS DETERMINED FIBER OPTIC CABLE DOES; DOES NOT* F, ST VICINTY OF WORK TO BE PERFORMED. TICKET NO.A CX' �'" s D ODG 5J5/01;, /1li'l T iJfP 7ycFz m t+ FORMULA TO FIGURE CASING LENGTH WITH ANGLE OF CROSSING OTHER THAN 90• B SING �+ S �C►"� DIST.TO RON !A TRAOW EXHIBIT "A" IVOR RAILROM USE OraY -*Do so WRITE IN MIS sOAI UNION PACIFIC RAILROAD CO. RA/ PXD )2 f1 t wrre 1 ovv& gampyisims a S I M. P. y, S E. S. __ '140"01 UNDERGROUND WIRELINE CROSSING ycvne Las Ai0ittet CA ,NLOKST AN STATICH) ICOUNi I 4STAT91 FOR Q S`!Ef if , VQ.Yrstr► APPLIEMNI RR FILE NO.20 - 05'DATE 6-f?-26e2 W A R N I N G IN ALL OCCASIONS, U. P. COMWNICATIONS DEPARTMENT MUST BE CONTACTED IN ADVANCE OF ANY WORK TO DETERMINE EXISTENCE AID iy LOCATION OF. FIBER OPTIC. CABLE. 41 PHONE 1 1-800-336-9193 pu OR J5 laP�6�>?. �, N1 r�;Lfi t IYIiL LG��cs F /?'1!)/OV L Ins€ �ii/,d4Lti,IC/,� t/� G�NL�tI L F 5 OR M fi k bt- l AFC• 1lR F, c-W7- elV �SPL/�' . WLX.EXB 980112 Form Approved, AVP-Law EXHIBIT B Section 1. LIMITATION AND SUBORDINATION OF 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 wirelines, 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 OPERATION. (a) If the Wireline or any part thereof is to be located above the top of the rails of any track or communication and signal lines, including static wires, overhead clearance provided by the Wireline shall be no less than that shown on Exhibit A. The Wireline shall be constructed, operated, maintained, repaired, renewed, modified and/or reconstructed by the licensee in strict conformity with the Specifications prescribed in the current issue of the National Electrical Safety Code of the American National Standards Institute. In the event such Specifications conflict in any respect with the requirements of any federal, state or municipal law or regulation, such requirements shall govern on all points of conflict, but in all other respects the Specifications shall apply. (b) All work performed on property of the Licensor in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wireline shall be done to the satisfaction of the licensor. (c) If the Wireline is an existing one not conforming in its construction to the above provisions of this Section 2, the Licensee shall, within ninety (90) days after the date hereof, reconstruct it so as to conform therewith. (d) The Wireline shall be constructed, maintained and operated by the Licensee in such manner as not to be or constitute a hazard to aviation. With respect to the Wireline the Licensee, without expense to the Licensor, will comply with all requirements of law and of public authority, whether federal, state or local, including but not limited to aviation authorities. (e) In the operation of the Wireline, the Licensee shall not transmit electric current at a difference of potential in excess of the voltage indicated on Exhibit A. If the voltage indicated is in excess of seven hundred fifty (750) volts, and the Wireline is, or is to be, buried at any location on the property of the Licensor outside track ballast sections or roadbed, the Licensee shall install metallic conduit, or non-metallic conduit encased in a minimum of three (3) inches of concrete with a minimum of four (4) feet of ground cover the entire length of the Wireline on the property of the Licensor. A Wireline buried by removal of the soil shall have, at a depth of one (1) foot beneath the surface of the ground directly above the Wireline, a six (6) inch wide warring tape bearing the warning, "Danger -High Voltage," or equivalent wording. A Wireline encased in conduit, jacked or bored under the property of the Licensor, must be identified by placing warning signs, to be installed and properly maintained at the expense of the Licensee, at each edge of the Licensor's property. The Licensee shall not utilize the signs in lieu of the warring tape where portions of the casing are installed. by direct burial. Section 3. NOTICE OF COMMENCEMENT OF WORK. 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 Wireline. All such work shall be prosecuted diligently to completion. wlx.exb Page I of Exhibit B WLX.EXB 980112 , • Form Approved, AVP-Law Section 4. LICENSEE TO BEAR ENTIRE EXPENSE. The Licensee shall bear the entire cost and expense incurred in connection with the construction, maintenance, repair and renewal and any and all modification, revision, relocation, removal or reconstruction of the Wireline, including any and all expense which may be incurred by the Licensor in connection therewith for supervision or inspection, or otherwise. Section 5. REINFORCEMENT RELOCATION OR REMOVAL OF WIRELINE. (a) The license herein granted is subject to the needs and requirements of the Licensor in the operation of its railroad and in the improvement and use of its property, and the Licensee shall, at the sole expense of the Licensee, reinforce or encase the Wireline (if it is an underground facility) to the satisfaction of the Licensor, or move all or any portion of the Wireline to such new location, as the Licensor may designate, whenever in the furtherance of its needs and requirements, the Licensor shall find such action necessary or desirable. (b) All the terms, conditions and stipulations herein expressed with reference to the Wireline on property of the licensor in the location hereinbefore described shall, so far as the Wireline remains on the property, apply to the Wireline as modified, changed or relocated within the contemplation of this section. Section 6. INTERFERENCE. In the operation and maintenance of the Wireline the Licensee shall take all suitable precaution to prevent any interference (by induction, leakage of electricity, or otherwise) with the operation of the signal, communication lines or other installations or facilities of the licensor or of its tenants; and if, at any time, the operation or maintenance. of the Wireline results in any electrostatic effects which the Licensor deems undesirable or harmful, or causes interference with the operation of the signal, communication lines or other installations or facilities, as now existing or which may hereafter be provided by the licensor and/or its tenants, the Licensee shall, at the sole expense of the Licensee, immediately take such action as may be necessary to eliminate such interference. Section 7. PROTECTION OF 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 at 1-800,336-9193 (a 24-hour number) 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 right of way until all such protection or relocation has been accomplished. Licensee shall indemnify and hold the Licensor harmless from 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 Agreement, the Licensee shall indemnify 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 telecommunications system on Licensor's property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on Licensor's property, except if 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 l icensor's property. Section 8. CLAIMS AND LIENS FOR LABOR AND a) The licensee shall fully pay for all materials joined or affixed to and labor performed upon property of the Licensor in :onnection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wireline, and shall not >ermit or suffer any mechanic's or materialman's lien of any kind or nature to be enforced against the property for any work lone or materials furnished thereon at the instance or request or on behalf of the licensee. The Licensee shall indemnify and wix.exb Page 2 of 4 Exhibit B WLX.EXB 980112 Form Approved, AVP-Law _ 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 Wireline, to prevent the same from 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 maintenance of the Wireline 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 Licensor authorizes the Licensee to take down any fence of the Licensor or in any manner move or disturb any of the other property of the Licensor in connection with the construction, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Wireline, then in that event the Licensee shall, as soon as possible and at Licensee's sole expense, restore such fence and other property to the same condition as the same were in before such fence was taken down or such other property was moved or disturbed, and the Licensee shall indemnify and hold harmless the licensor, its officers, agents and employees, against and from any and all liability, loss, damages, penalties, claims, demands, costs and expenses of whatsoever nature, including court costs and attorneys' fees, which may result from 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 taking down of any fence or the moving or disturbance of any other property of the Licensor. Section 10. INDEMNITY. (a) As used in this Section, "Licensor" includes other railroad companies using the Licensor's property at or near the location of the 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 l icensor'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, the Licensee agrees to indemnify 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 removal of the Wireline or any part thereof; or 2. The presence, operation, or use of the Wireline or electric current conducted thereon or escaping therefrom, except to the extent that the Loss is caused by the sole and direct negligence of the Licensor. Section 11. REMOVAL OF WIRELINE UPON TERMINATION OF AGREEMENT. Prior to the termination of this Agreement howsoever, the Licensee shall, at Licensee's sole expense, remove the Wireline from the property of the Licensor and restore such property to as good a condition as it was in before the Wireline was originally constructed, all to the satisfaction of the Licensor. If the Licensee fails to do the foregoing, the Licensor may Perform the work of removal and restoration at the expense of the Licensee. The Licensor shall not be liable to the Licensee for any damage sustained by the Licensee as a result of the removal of the Wireline by the Licensor as in this section pravfded nor shall such action prejudice or impair any right of action for damages or otherwise that the Licensor may, at the time of such removal, have against the Licensee. wlx.exb Page 3 of 4 Exhibit B WLX.EXB 980112 Form Approved, AUP-Law Section 12. WAIVER OF 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 Wireline 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 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 liability, 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. wix.exb Page 4 of 4 Exhibit B PLANUDRAINAGE INS. 02/16/01 Form Approved, AVP-Law EXHIBIT B-1 Union Pacific Railroad Company Insurance Provisions For Pipeline / Wireline / Drainage License Agreements Licensee shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance coverage: A. Commercial General Liability insurance. This insurance shall contain broad form contractual liability with a single limit of at least $2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. Coverage must be purchased on a post 1998 ISO or equivalent form, including but not limited to coverage for the following: • Bodily injury including death and personal injury • Property damage • Fire legal liability (Not less than the replacement value of the portion of the premises occupied) • Products and completed operations The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: • For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." • The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. • Coverage for Licensee's (and Licensor's) employees shall not be excluded • Waiver of subrogation B. Business Automobile Coverage insurance. This insurance shall contain a combined single limit of at least $2,000,000 per occurrence or claim, including but not limited to coverage for the following: • Bodily injury and property damage • Any and all motor vehicles including owned, hired and non -owned The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: • For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." • The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. • Motor Carrier Act Endorsement- Hazardous materials clean up (MCS-90) if required by law. C. Workers Compensation and Employers Liability insurance including but not 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 f Workers Compensation insurance will not cover the liability of Licensee in states that require participation in state workers' :ompensation fund, Licensee shall comply with the laws of such states. If Licensee is self -insured, evidence of state approval must be )rovided along with evidence of excess workers compensation coverage. Coverage shall include liability arising out of the U. S. .ongshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable. ; "he policy shall also contain the following endorsement which shall be indicated on the certificate of insurance: • Alternate Employer Endorsement 1. Umbrella or Excess Policies In the event Licensee utilizes Umbrella or excess policies, these policies shall "follow form" and fford no less coverage than the primary policy. Page 1 of 2 PL.WUORAINAGE INS. 02/16/01 Form Approved, A`JP-Law Other Requirements E. Punitive damage exclusion must be deleted, which deletion shall be indicated on the certificate of insurance. F. Licensee agrees to waive its right of recovery, and its insurers, through policy endorsement, agree to waive their right of subrogation against Licensor. Licensee further waives its right of recovery, and its insurers also waive their right of subrogation against Licensor for loss of its owned or leased property or property under its care, custody and control. Licensee's insurance shall be primary with respect to any insurance carried by Licensor. All waivers of subrogation shall be indicated on the certificate of insurance. G. All policy(ies) required above (excluding Workers Compensation) shall provide severability of interests and shall name Licensor as an additional insured. Severability of interest and naming Licensor as additional insured shall be indicated on the certificate of insurance. H. Prior to commencing the Work, Licensee shall furnish to Licensor original certificate(s) of insurance evidencing the required coverage, endorsements, and amendments. The certificate(s) shall contain a provision that obligates the insurance company(ies) issuing such policy(ies) to notify Licensor in writing of any cancellation or material alteration. Upon request from Licensor, a certified duplicate original of any required policy shall be furnished. I. Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. J. Licensee WARRANTS that this Agreement has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this Agreement and acknowledges that Licensee's insurance coverage will be primary. K. The fact that insurance is obtained by Licensee or Licensor on behalf of Licensee shall not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. Page 2 of 2 INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY a Joint Powers Authority 5777 WEST CENTURY BOULEVARD, SUITE 665 LOS ANGELES, CA 90045 (310) 417-9150 — Fax (310) 417-9152 LIABILITY CERTIFICATE OF COVERAGE and ADDITIONAL COVERED ENTITY ENDORSEMENT CERTIFICATE NUMBER: 2002 - 444 CERTIFICATE HOLDER: Union Pacific Railroad Company ATTN: Mary Hauschild, Real Estate Department 1800 Farnam Street Omaha, NE 90058 MEMBER and/or COVERED INDIVIDUALS: City of Vernon DESCRIPTION OF COVERED ACTIVITY: as respects crossing and use of railroad property to place cable and conduit. J MEMO POLICY NUMBER: ICAPL1019 Self -Insured Retention: $ 1,000,000 Limits: $ 2,000,000 (per occurrence) THE FOLLOWING COVERAGE IS IN EFFECT: EFFECTIVE DATE: 7/1/2002 EXPIRATION DATE: 6/30/2003 General and automobile liability as defined in the master memorandum of liability coverage on file with the member and/or covered individuals named above. This is to certify that the coverage listed above has been issued to the Member and/or Covered Individuals named above for the policy period indicated, notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate may be issued or may pertain. The coverage afforded as described herein is subject to all the terms, exclusions, and conditions of the master memorandum of liability coverage of the Independent Cities Risk Management Authority which is available for your review upon request. Pursuant to the definition of "Member and/or Covered Individuals" in the master memorandum of liability coverage, the certificate holder named above is an additional covered entity for covered claims arising out of the covered activity stated above and is subject to the limits stated above. Coverage is in effect as stated above and will not be canceled, limited, or allowed to expire except upon 30-days written notice to the certificate holder. Date: 8/28/2002 —r— Renewal: No General Manager:�turq,_/I;4 f PLE.DOC Form Approved, AVP-Law LONGITUDINAL WIRELINE ENCROACHMENT AGREEMENT Between Mile Posts 4.50, San Pedro Subdivision Location: Vernon, Los Angeles County, California Folder No: 2095-05 THIS AGREEMENT is made and entered into as of July 31, 2002, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (hereinafter the "Licensor"), and CITY OF VERNON, a California municipal corporation, to be addressed at 4305 Santa Fe Avenue, Vernon, California 90058 (hereinafter the "Licensee"). IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Article I. LICENSE FEE Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time license fee of SEVEN THOUSAND NINE HUNDRED SIXTY-TWO'DOLLARS ($7,962.00). Article II. 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 Licensor hereby grants to the Licensee the right to construct and thereafter, during the term hereof, to maintain and operate one 66 feet of underground 16 kv wireline encroachment only (hereinafter the "Wireline") in the location shown and in conformity with the dimensions and specifications indicated on the attached print dated July 11, 2002 and marked Exhibit "A". Under no circumstances shall Licensee modify the use of the Wireline for a purpose other than the above mentioned, and said Wireline shall not be used 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 III. CONSTRUCTION, MAINTENANCE AND OPERATION. The grant of right herein made to the Licensee -is subject to each and all of the terms, provisions, conditions, limitations and covenants set forth herein and in Exhibit B, hereto attached. Article IV. IF WORK IS TO BE PERFORMED BY CONTRACTOR. If a contractor is to do any of the work performed on the Wireline (including initial construction and subsequent relocation or substantial maintenance and repair work), then the Licensee shall require its contractor to execute the Licensor's form Contractor's Right of Entry Agreement. Licensee acknowledges receipt of a copy of Contractor's Right of Entry Agreement and understanding of its terms, provisions, and requirements, and will inform its contractor of the need to execute the Agreement. Under no circumstances will Licensee's contractor be allowed onto Licensor's premises without first executing the Contractor's Right of Entry Agreement. Article V. INSURANCE A. The Licensee, at its expense, shall obtain the insurance described in Exhibit B-1, hereto attached. The Licensee will also provide to the Licensor a Certificate of Insurance, identifying Folder No. 2095-05, issued by its insurance carrier confirming the existence of such insurance and that the policy or policies contain the following endorsement: UNION PACIFIC RAILROAD COMPANY is named as an additional insured with respect to all liabilities arising out of the existence, use or any work performed on or associated with the 'Wireline' located on Railroad right-of-way at Mile Post 4.500 on the San Pedro Subdivision, at or near Vernon, Los Angeles County, California. B. If the Licensee named in this Agreement is a public entity subject to any applicable statutory tort laws, the limits of insurance described in Exhibit B-1 shall be the limits the Licensee then has in effect or which is required by applicable current or subsequent law, whichever is greater, a portion of which may be self -insured with the consent and approval of the Licensor C. All insurance correspondence shall be directed to: Folder No. 2095-05 Union Pacific Railroad Company Real Estate Department 1800 Farnam Street Omaha, NE 68102 Article VI. TERM. This Agreement shall take effect as of the date first herein written and shall continue in full force and effect until terminated as herein provided. Article VII. SPECIAL PROVISIONS -- NONE r j IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first herein written. UNION PACIFIC RAILROAD COMPANY By: . Manager Contracts CITY OF VERNON By Title 07/11/2002 11:45 323-260-7520 CROWN POLY 1NU r►��c X -0 D z foL ' LOS ANGELES AND I T I A V C R R—C _ S01'13'25"E 10.00' 0 ,� y• t° O to CCD > Q o� ;v o 0 CD o <Op 'm o �9 ' oth ��cyyo 0 o o IM 0 o I fTl � I 11 cn Cu�il� a1 ra(. y00 CO Q O C O Ln W. Z M D Z � 00 "0 x m -� C7 O D Z e z�� -)an 7"-%*;)A PAGE.03 WLE EXB 980142 Form Approved, AW-Law V Section 1. 12,fTTAMON AND SUBORDINATION OF 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 OPERATION. (a) If the Wireline or any part thereof is to be located above the top of the rails of any track or communication and signal lines, including static wires, overhead clearance provided by the Wireline shall be no less than that shown on Exhibit A The Wireline shall be constructed, operated, maintained, repaired, renewed, modified and/or reconstructed by the licensee in strict conformity with the Specifications prescribed in the current issue of the National Electrical Safety Code of the American National Standards Institute. In the event such Specifications conflict in any respect with the requirements of any federal, state or municipal law or regulation, such requirements shall govern on all points of conflict, but in all other respects the Specifications shall apply. (b) All work performed on property of the licensor in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wireline shall be done to the satisfaction of the Licensor. (c) If the Wireline is an existing one not conforming in its construction to the above provisions of this Section 2, the Licensee shall, within ninety (90) days after the date hereof, reconstruct it so as to conform therewith. (d) The Wireline shall be constructed, maintained and operated by the Licensee in such manner as not to be or constitute a hazard to aviation. With respect to the Wireline the Licensee, without expense to the Licensor, will comply with all requirements of law and of public authority, whether federal, state or local, including but not limited to aviation authorities. (e) In the operation of the Wireline, the licensee shall not transmit electric current at a difference of potential in excess of the voltage indicated on Exhibit A If the voltage indicated is in excess of seven hundred fifty (750) volts, and the Wireline is, or is to be, buried at any location on the property of the licensor outside track ballast sections or roadbed, the Licensee shall install metallic conduit, or non-metallic conduit encased in a minimum of three (3) inches of concrete with a minimum of four (4) feet of ground cover the entire length of the Wireline on the property of the Licensor. A Wireline buried by removal of the soil shall have, at a depth of one (1) foot beneath the surface of the ground directly above the Wireline, a six (6) inch wide warning tape bearing the warning, "Danger -High Voltage," or equivalent wording. A Wireline encased in conduit, jacked or bored under the property of the licensor, must be identified by placing warning signs, to be installed and properly maintained at the expense of the licensee, at each edge of the Licensoes property. The Licensee shall not utilize the signs in lieu of the warning tape where portions of the casing are installed by direct burial. - of ill• •�_ • • glut ������1a • • ii 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 Wireline. All such work shall be prosecuted diligently to completion. wle.exb Page 1 of 4 Exhibit B WLg EXB 980112 Form Approved, AVP-Law a Section 4. LICENSEE TO BEAR ENTIRE EXPENSE. The licensee shall bear the entire cost and expense incurred in connection with the construction, maintenance, repair and renewal and any and all modification, revision, relocation, removal or reconstruction of the Wireline, including any and all expense which may be incurred by the licensor in connection therewith for supervision or inspection, or otherwise. Section 5. RM4FORCEMENT RELOCATION OR REMOVAL OFVVi1 t1NE. (a) The license herein granted is subject to the needs and requirements of the licensor in the operation of its railroad and in the improvement and use of its property, and the licensee shall, at the sole expense of the licensee, reinforce or encase the Wireline (if it is an underground facility) to the satisfaction of the Licensor, or move all or any portion of the Wireline to such new location or remove the Wireline from such property, as the Licensor may designate, whenever in the furtherance of its needs and requirements, the Licensor shall find such action necessary or desirable. (b) All the terms, conditions and stipulations herein expressed with reference to the Wireline on property of the Licensor in the location hereinbefore described shall, so far as the Wireline remains on the property, apply to the Wireline as modified, changed or relocated within the contemplation of this section. Section 6. MMFER�. In the operation and maintenance of the Wireline the licensee shall take all suitable precaution to prevent any interference (by induction, leakage of electricity, or otherwise) with the operation of the signal, communication lines or other installations or facilities of the licensor or of its tenants; and if, at any time, the operation or maintenance of the Wireline results in any electrostatic effects which the licensor deems undesirable or harmful, or causes interference with the operation of the signal, communication lines or other installations or facilities, as now existing or which may hereafter be provided by the Licensor and/or its tenants, the licensee shall, at the sole expense of the licensee, immediately take such action as may be necessary to eliminate such interference. Section 7. PROTECTION OF (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 at 1-800-336-9193 (a 24-hour number) 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(fes) 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 right of way until all such protection or relocation has been accomplished. licensee shall indemnify and hold the Licensor harmless from 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 Agreement, the Licensee shall indemnify 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 telecommunications system on licensor's property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on licensor's property, except if 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. C_ t_-Ai_iv(S AND LEENS FOR LABOR AND MATf�IAL. (a) The Licensee shall fully pay for all. materials joined or affixed to and labor performed upon property of the Licensor in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wireline, and shallnot 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 furnished thereon at the instance or request or on behalf of the licensee. The Licensee shall indemnify and hold harmless wle.exb Page 2 of 4 Exhibit B WLE EXB 98a112 Forin Approved, AVP-Law ' 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 Wireline, to prevent the same from 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 maintenance of the Wireline 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 Licensor authorizes the Licensee to take down any fence of the Licensor or in any manner move or disturb any of the other property of the Licensor in connection with the construction, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Wireline, then in that event the Licensee shall, as soon as possible and at Licensee's sole expense, restore such fence and other property to the same condition as the same were in before such fence was taken down or such other property was moved or disturbed, and the Licensee shall indemnify and hold harmless the Licensor, its officers, agents and employees, against and from any and all liability, loss, damages, claims, demands, costs and expenses of whatsoever nature, including court costs and attorneys' fees, which may result from 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 taking down of any fence or the moving or disturbance of any other property of the Licensor. Section 10. INDEMNITY. (a) As used in this Section, "licensor" includes other railroad companies using the licenser's property at or near the location of the 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 licensor'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, the licensee agrees to indemnify and hold harmless the Licensor from any Loss which is due to or arises from: The prosecution of any work contemplated by this Agreement including the installation, construction, maintenance, repair, renewal, modification, reconstruction, relocation, or removal of the Wireline or any part thereof, or 2. The presence, operation, or use of the Wireline or contents escaping therefrom, except to the extent that the Loss is caused by the sole and direct negligence of the Licensor. Section 11. REMOVAL OF WOMINE UPON TERMINATION OF AGREEMENT. Prior to the termination of this Agreement howsoever, the Licensee shall, at Licensee's sole expense, remove the Wireline from the property of the Licensor and restore such property to as good a condition as it was in before the Wireline was originally constructed, all to the satisfaction of the licensor. If the Licensee fails to do the foregoing, the licensor may perform the work of removal and restoration at the expense of the licensee. The Licensor shall not be liable to the licensee for any damage sustained by the licensee as a result of the removal of the Wireline by the licensor as in this section provided nor shall such action prejudice or impair any right of action for damages or otherwise that the Licensor may, at the time of such removal, have against. the licensee. wie.exb Page 3 of 4 Exhibit B WLE ,EXB 980r12 Fomi Approved, AVP-Law `- Section 12. WATVER OF 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 Wireline 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 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 liability, accrued or otherwise, which may have arisen prior thereto. Section 14. AGREQv= NOT TO BE ASS IG 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. wie.exb Page 4 of 4 Exhibb B .PL/WUDRAINAGE INS. 02/16/01 Form Approved,AVP-law EXHIBIT B-1 Union Pacific Railroad Company Insurance Provisions For Pipeline I Wireline I Drainage License Agreements Licensee shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance coverage: A. Commercial General Liability insurance. This insurance shall contain broad form contractual liability with a single limit of at least $2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. Coverage must be purchased on a post 1998 ISO or equivalent form, including but not limited to coverage for the following: • Bodily injury including death and personal injury • Property damage • Fire legal liability (Not less than the replacement value of the portion of the premises occupied) • Products and completed operations The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: • "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. • Coverage for Licensee's (and Licensor's) employees shall not be excluded • Waiver of subrogation B. Business Automobile Coverage insurance. This insurance shall contain a combined single limit of at least $2,000,000 per occurrence or claim, including but not limited to coverage for the following: Bodily injury and property damage • Any and all motor vehicles including owned, hired and non -owned The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. Motor Carrier Act Endorsement- Hazardous materials clean up (MCS-90) if required by law. C. Workers Compensation and Employers Liability insurance including but not 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 Workers Compensation insurance will not cover the liability of Licensee in states that require participation in state workers' compensation fund, Licensee shall comply with the laws of such states. If Licensee is self -insured, evidence of state approval must be provided along with evidence of excess workers compensation coverage. Coverage shall 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. The policy shall also contain the following endorsement which shall be indicated on the certificate of insurance: • Alternate Employer Endorsement D. Umbrella or Excess Policies In the event Licensee utilizes Umbrella or excess policies, these policies shall 'follow form" and afford no less coverage than the primary policy. Page 1 of 2 PLMLORAINAGE INS. 02/16/01 Form Approved, AVP-Law Other Requirements E. Punitive damage exclusion must be deleted, which deletion shall be indicated on the certificate of insurance. F. Licensee agrees to waive its right of recovery, and its insurers, through policy endorsement, agree to waive their right of subrogation against Licensor. Licensee further waives its right of recovery, and its insurers also waive their right of subrogation against Licensor for loss of its owned or leased property or property under its care, custody and control. Licensee's insurance shall be primary with respect to any insurance carried by Licensor. All waivers of subrogation shall be indicated on the certificate of insurance. G. All policy(ies) required above (excluding Workers Compensation) shall provide severability of interests and shall name Licensor as an additional insured. Severability of interest and naming Licensor as additional insured shall be indicated on the certificate of insurance. H. Prior to commencing the Work, Licensee shall furnish to Licensor original certificate(s) of insurance evidencing the required coverage, endorsements, and amendments. The certificate(s) shall contain a provision that obligates the insurance company(ies) issuing such policy(ies) to notify Licensor in writing of any cancellation or material alteration. Upon request from Licensor, a certified duplicate original of any required policy shall be furnished. I. Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. J. Licensee WARRANTS that this Agreement has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this Agreement and acknowledges that Licensee's insurance coverage will be primary. K. The fact that insurance is obtained by Licensee or Licensor on behalf of Licensee shall not be deemed to release or diminish the :;ability of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. Page 2of2 INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY a Joint Powers Authority 5777 WEST CENTURY BOULEVARD, SUITE 665 LOS ANGELES, CA 90045 (310) 417-9150 — Fax (310) 417-9152 LIABILITY CERTIFICATE OF COVERAGE and ADDITIONAL COVERED ENTITY ENDORSEMENT CERTIFICATE NUMBER: 2002 444 CERTIFICATE HOLDER: Union Pacific Railroad Company ATTN: Mary Hauschild, Real Estate Department 1800 Farnam Street Omaha, NE 90058 MEMBER and/or COVERED INDIVIDUALS: City of Vernon DESCRIPTION OF COVERED ACTIVITY: as respects crossing and use of railroad property to place cable and conduit. i MEMO POLICY NUMBER: ICAPL1019 Self -Insured Retention: $ 1,000,000 Limits: $ 2,000,000 (per occurrence) THE FOLLOWING COVERAGE IS IN EFFECT: EFFECTIVE DATE EXPIRATION DATE: 7/1 /2002 6/30/2003 General and automobile liability as defined in the master memorandum of liability coverage on file with the member and/or covered individuals named above. This is to certify that the coverage listed above has been issued to the Member and/or Covered Individuals named above for the policy period indicated, notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate may be issued or may pertain. The coverage afforded as described herein is subject to all the terms, exclusions, and conditions of the master memorandum of liability coverage of the Independent Cities Risk Management Authority which is available for your review upon request. Pursuant to the definition of "Member and/or Covered Individuals" in the master memorandum of liability coverage, the certificate holder named above is an additional covered entity for covered claims arising out of the covered activity stated above and is subject to the limits stated above. Coverage is in effect as stated above and will not be canceled, limited, or allowed to expire except upon 30-days written notice to the certificate holder. Date: 8/28/2002 Renewal: No General Manager:,�0 t UNION PACIFIC RAILROAD COMPANY Real Estate Department R. D, Uhrich Assistant Vice President J. A. Anthony Director - Contracts D. D. Brown Director - Real Estate M. W. Casey General Director - Special Properties 1800 Farnam Street J P. Gade Omaha, Nebraska 68102 Director - Facility Management Fax: (402) 997-3601 July 31, 2002 Folder No: 2095-05 To the Contractor: J. L. Hawkins General Director - Real Estate Operations M. E. Heenan Director- Real Estate Operations D. H. Lightwine Director - Real Estate T. K. Love Director - Real Estate Before the Railroad Company can permit you to perform work on its right-of-way for the installation of a wireline for CITY OF VERNON, it will be necessary to complete the enclosed Contractor's Right of Entry Agreement as follows: 1. Fill in the complete legal name of the contractor in the space provided on Page 1 of the Contractor's Right of Entry Agreement. If a corporation, give the state of incorporation. If a partnership, give the names of all partners. 2. Fill in the date construction will begin and be completed in Article VI, Paragraph A. 3. Fill in the name of the contractor in the space provided in the signature block at the end of the Contractor's Right of Entry Agreement. If the contractor is a corporation, the person signing on its behalf must be an elected corporate officer. 4. Return all copies of the Contractor's Right of Entry Agreement, together with your Certificate of Insurance, identifying Folder No. 2095-05, as required in Exhibit B-1, in the attached self- addressed envelope. 5. Check, with Folder No. 2095-05 written on the front, made payable to the Union Pacific Railroad Company in the amount of FIVE HUNDRED DOLLARS ($500.00). If you require formal billing, you may consider this letter as a formal bill. In compliance with the Internal Revenue Service's policy regarding their Form 1099, I certify that 94-6001323 is the Railroad Company's Federal Taxpayer Identification Number and that Union Pacific Railroad Company is doing business as a corporation Under Exhibit B-1 of the enclosed Contractor's Right of Entry Agreement, you are required to procure Railroad Protective Liability Insurance (RPLI) for the duration of this project. As a service to you, Union Pacific is making this coverage available to you. You are not required to purchase this coverage from the Railroad and are encouraged to shop the market for the best available rate. If you decide, however, that acquiring this coverage from the Railroad is of benefit to you, simply follow the instructions on the enclosed form. After approval of the Contractor's Right of Entry Agreement and the Insurance Certificate, your fully -executed document will be returned to you, with instructions to proceed. In no event should you begin work until you have received a copy of the signed Contractor's Right of Entry Agreement. If you have any questions, please contact me at (402) 997-3553. Yours truly, MaryHauschild Manager Contracts PL X&E ROE 940201 Form Approved, AVP-Law Folder No: 2095-05 CONTRACTOR'S RIGHT OF ENTRY AGREEMENT THIS AGREEMENT is made and entered into as of the day of , 20 _, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, (hereinafter the "Railroad") and a corporation/partnership, whose address is (hereinafter the "Contractor"). RECITALS: The Contractor has been employed by CITY OF VERNON for the purpose of constructing only one 66 feet of underground 16 kv wireline encroachment (hereinafter "work") on and across property of the Railroad Mile Posts 4.50 and near Vernon, Los Angeles County, California. The Contractor has requested the Railroad to permit it to perform the work and Railroad is agreeable thereto, subject to the following terms and conditions. AGREEMENT: NOW, THEREFORE, it is mutually agreed by and between the Railroad and Contractor, as follows: Article I. DEFINITION OF CONTRACTOR. For purposes of this Agreement, all references in this Agreement to the Contractor shall include the Contractor's contractors, subcontractors, officers, agents and employees, and others acting under its or their authority. Article II. RIGHT GRANTED; PURPOSE. The Railroad hereby grants to the Contractor the right, during the term hereinafter stated and upon and subject to each and all of the terms, provisions and conditions herein contained, to enter upon and have ingress to and egress from the property described in the Recitals hereof and as shown on the attached print dated July 11, 2002, marked Exhibit "A", for the purpose of performing the work described in the Recitals above. The right herein granted to Contractor is limited to those portions of the Railroad's property specifically described herein, or designated by the Railroad representative named in Article V. Article III. TERMS AND CONDITIONS CONTAINED IN EXHIBITS B AND B-l. The terms and conditions contained in Exhibits B and B-1, hereto attached, are hereby made a part of this Agreement. Article IV. ADMINISTRATIVE FEE. Applicant shall pay to the Railroad FIVE HUNDRED DOLLARS ($500.00) as reimbursement for clerical, administrative and handling expense in connection with the processing of this Agreement. Article V. ALL EXPENSES TO BE BORNE BY CONTRACTOR; RAILROAD REPRESENTATIVE. The Contractor shall bear any and all costs and expenses associated with any work performed by the Contractor, or any costs or expenses incurred by the Railroad relating to this Agreement. All work performed by Contractor on Railroad's property shall be performed in a manner satisfactory to the respective local Superintendent of Transportation Services of the Railroad or his authorized representative (hereinafter the "Railroad Representative"). Article VI. TERM; TERMINATION. A. The grant of right herein made to Contractor shall commence on , and continue until , unless sooner terminated as herein provided, or at such time as Contractor has completed its work on Railroad's property, whichever is earlier. Contractor agrees to notify the Railroad Representative in writing when it has completed its work on Railroad property. B. This Agreement may be terminated by either party on ten (10) days' written notice to the other party. Article VII. CERTIFICATE OF INSURANCE. A. Before commencing any work, the Contractor will provide the Railroad with a Certificate, identifying Folder No. 2095-05, issued by its insurance carrier providing the insurance coverage required pursuant to Exhibit B-1 of this Agreement in a policy which contains the following type of endorsement. UNION PACIFIC RAILROAD COMPANY is named as additional insured with respect to all liabilities arising out of Insured's, as Contractor, performance of any work on the property of the Railroad. B. Contractor warrants that this Agreement has been thoroughly reviewed by its insurance agent(s)/broker(s) and that said agent(s)/broker(s) has been instructed to procure insurance coverage and an endorsement as required herein. C. All insurance correspondence shall be directed to: Folder No. 2095-05, Union Pacific Railroad Company, Real Estate Department, 1800 Farnam Street, Omaha, Nebraska 68102. Article VIII. CHOICE OF FORUM. Litigation arising out of or connected with this Agreement may be instituted and maintained in the courts of the States of Nebraska and California only, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation, in those courts, and consent to service of process issued by such courts. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the date first herein written. UNION PACIFIC RAILROAD COMPANY M. Manager Contracts (Contractor Name) By Title: Telephone: Fax: ucC 06 ovc LGL 0 Z d O U F- W 0 0 Lj - X 'Q O 00 O (� rn o a w I LJ iCL O (Y °- i J YI L Q Z O li �i 0 Z7) OC Z 0 W W � J a o o C m 30 o Z i zU C, aH a 0- z'3 -C > N C WJ oa o a rZ4 o w° o V �c ao c i ° z gt E 0> m 0-4 zw U � 0 0 ,00'0 l 3„SZ,21. LOS :.�:..�Ivy %J ONt/ S313ONd S4I r J V w (r W J Q- Q O _ ct� U H- EO 39Vd ON I AlOd NMO80 OZSL-09Z-EZE Sb:TT ZOOZ/TT/LO U]Mn lES X dt E ROE 990701 Form Approved, AVP-Law EXHIBIT B TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Section 1. NOTICE OF COMMENCEMENT OF WORK - FLAGGING. The Contractor agrees to notify the Railroad Representative at least 48 hours in advance of Contractor commencing its work and at least 24 hours in advance of proposed performance of any work by the Contractor in which any person or equipment will be within 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 25 feet of any track. Upon receipt of such notice, the Railroad Representative will determine and inform the Contractor whether a flagman need be present and whether the Contractor need implement any special protective or safety measures. If any flagmen or other special protective or safety measures are performed by the Railroad, such services will be provided at Contractor's expense with the understanding that if the Railroad provides any flagging or other services the Contractor shall not be relieved of any of its responsibilities or liabilities set forth herein. Section 2. NO INTERFERENCE WITH RAILROAD'S OPERATION. No work performed by Contractor shall cause any interference with the constant, continuous and uninterrupted use of the tracks, property and facilities of the Railroad its lessees, licensees or others, unless specifically permitted under this agreement, or specifically authorized in advance by the Railroad Representative. Nothing shall be done or suffered to be done by the Contractor at any time that would in any manner impair the safety thereof. When not in use, Contractor's machinery and materials shall be kept at least 50 feet from the centerline of Railroad's nearest track, and there shall be no vehicular crossings of Railroad's tracks except at existing open public crossings. Section 3. MECHANIC'S LIENS. The Contractor shall pay in full all persons who perform labor or provide materials for the work to be performed by Contractor. The Contractor shall not create, permit or suffer any mechanic's or materialmen's liens of any kind or nature to be created or enforced against any property of the Railroad for any such work performed. The Contractor shall indemnify and hold harmless the Railroad from and against any and all liens, claims, demands, costs or expenses of whatsoever nature in any way connected with or growing out of such work done, labor performed, or materials furnished. Section 4. PROTECTION OF FIBER OPTIC CABLE SYSTEMS a). Fiber optic cable systems may be buried on the Railroad'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. Contractor shall telephone the Railroad at 1-800-336-9193 to determine if fiber optic cable is buried anywhere on the Railroad's premises to be used by the Contractor. If it is, Contractor 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 Contractor's expense, and will commence no work on the right of way until all such protection or relocation has been accomplished. b). In addition to other indemnity provisions in this Agreement, the Contractor shall indemnify and hold the Railroad harmless from and against all costs, liability and expense whatsoever (including, without limitation, attomeys' fees, court costs and expenses) arising out of any act or omission of the Contractor, its contractor, agents and/or employees, that causes or contributes to (1) any damage to or destruction of any telecommunications system on Railroad's property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on Railroad's property. Contractor shall not have or seek recourse against Railroad 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 Railroad's property or a customer or user of services of the fiber optic cable on Railroad's property. Section 5. COMPLIANCE WITH LAWS. In the prosecution of the work covered by this agreement, the Contractor shall secure any and all necessary permits and shall comply with all applicable federal, state and local laws, regulations and enactments affecting the work. The Contractor shall use only such methods as are consistent with safety, both as concerns the Contractor, the Contractor's agents and employees, the officers, agents, employees and property of the Railroad and the public in general. The Contractor (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and health acts and regulations. All Federal Railroad Administration regulations shall be followed when work is perforated on the Railroad's property. If any failure by the Contractor to comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against the Railroad, the Contractor shall reimburse and indemnify the Page 1 of 3 Exhibit 8 UTILITIES X dt E ROE 990701 Fonn Approved, AVP-Law Railroad for any such fine, penalty, cost, or charge, including without limitation attorneys' fees, court costs and expenses. The Contractor further agrees in the event of any such action, upon notice thereof being provided by the Railroad, to defend such action free of cost, charge, or expense to the Railroad. Section 6. SAFETY INSTRUCTIONS. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of the work pursuant to this agreement. As reinforcement and in furtherance of overall safety measures to be observed by the Contractor (and not by way of limitation), the following special safety rules shall be followed: a). The Contractor shall keep the job site free from safety and health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the job. The Contractor shall have proper first aid supplies available on the job site so that prompt first aid services can be provided to any person that may be injured on the job site. The Contractor shall promptly notify the Railroad of any U.S. Occupational Safety and Health Administration reportable injuries occurring to any person that may arise during the work performed on the job site. The Contractor shall have a non -delegable duty to control its employees, while they are on the job site or any other property of the Railroad to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage, drug, narcotic or other substance that may inhibit the safe performance of work by the employee. b). The employees of the Contractor shall 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. Only waist length shirts with sleeves and trousers that cover the entire leg are to be worn. If flare -legged trousers are worn, the trouser bottoms must be tied to prevent catching. The employees should wear sturdy and protective work boots and at least the following protective equipment: (1) Protective head gear that meets American National Standard-Z89.1-latest revision. It is suggested that all hardhats be affixed with Contractor's or subcontractor's company logo or name. (2) Eye protection that meets American National Standard for occupational 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, burning, etc.; and (3) Hearing protection which affords enough attenuation to give protection from noise levels that will be occurring on the job site. c). All heavy equipment provided or leased by the Contractor shall be equipped with audible back-up warning devices. If in the opinion of the Railroad Representative any of Contractor's or any of its subcontractor's equipment is unsafe for use on the Railroad's right-of-way, the Contractor, at the request of the Railroad Representative, shall remove such equipment from the Railroad's right-of-way. Section 7. INDEMNITY. a). As used in this Section, "Railroad" includes other railroad companies using the Railroad's property at or near the location of the Contractor'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 Railroad's officers, agents, and employees, the Contractor's 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 Railroad, or property in its care or custody). b). As a major inducement and in consideration of the license and permission herein granted, the Contractor agrees to indemnify and hold harmless the Railroad from any Loss which is due to or arises from any cause and is associated in whole or in part with the work performed under this agreement, a breach of the agreement or the failure to observe the health and safety provisions herein, or any activity, omission or negligence arising out of performance or nonperformance of this agreement. However, the Contractor shall not indemnify the Railroad when the Loss is caused by the sole negligence of the Railroad. c). The Contractor shall maintain whatever insurance coverage is necessary to adequately underwrite its general and contractual liability under the terms of this Agreement. Page 2 of 3 Exhibit B UTtt.T IES X & E ROE 990701 Form Approved, AVP-Law Section 8. RESTORATION OF PROPERTY. In the event the Railroad authorizes the Contractor to take down any fence of the Railroad or in any manner move or disturb any of the other property of the Railroad in connection with the work to be performed by Contractor, then in that event the Contractor shall, as soon as possible and at Contractor's sole expense, restore such fence and other property to the same condition as the same were in before such fence was taken down or such other property was moved or disturbed. Section 9. WAIVER OF BREACH. The waiver by the Railroad of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by the Contractor shall in no way impair the right of the Railroad to avail itself of any remedy for any subsequent breach thereof. Section 10. ASSIGNMENT - SUBCONTRACTING. The Contractor shall not assign, sublet or subcontract this agreement, or any interest therein, without the written consent of the Railroad and any attempt to so assign, sublet or subcontract without the written consent of the Railroad shall be void. If the Railroad gives the Contractor permission to subcontract all or any portion of the work herein described, the Contractor is and shall remain responsible for all work of subcontractors and all work of subcontractors shall be governed by the terms of this agreement. Page 3 of 3 Exhibit B CONTRACTOR'S RIGHT OF ENTRY INS. 02/16/01 INVOLVING PIPELINE,WIRELINE & DRAINAGE WORK Form Approved, AVP-Law EXHIBIT B-1 Union Pacific Railroad Company Insurance Provisions For Contractor's Right of Entry Agreement Involving Pipeline, Wireline, or Drainage Work on Union Pacific Property Contractor shall, at its sole cost and expense, procure and maintain during the fife of this Agreement the following insurance coverage: A. Commercial General Liability insurance. This insurance shall contain broad form contractual liability with a single limit of at least $2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. Coverage must be purchased on a post 1998 ISO or equivalent form, including but not limited to coverage for the following: • Bodily injury including death and personal injury • Property damage • Fire legal liability (Not less than the replacement value of the portion of the premises occupied) • Products and completed operations The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: • For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." • The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. • Coverage for Contractor's (and Railroad's) employees shall not be excluded • Waiver of subrogation B. Business Automobile Coverage insurance. This insurance shall contain a combined single limit of at least $2,000,000 per occurrence or claim, including but not limited to coverage for the following: • Bodily injury and property damage • Any and all motor vehicles including owned, hired and non -owned The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: • "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law. • The exclusions for railroads (except where the Job site is more than fifty feet (50) from any railroad including but not hn*ed to trades, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. • Motor Carrier Act Endorsement- Hazardous materials clean up (MCS-90) if required by law. C. Workers Compensation and Employers Liability insurance including but not limited to: + Contractor'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 Workers Compensation insurance will not cover the liability of Contractor in states that require participation in state workers' compensation fund, Contractor shall comply with the laws of such states. If Contractor is self -insured, evidence of state approval must be provided along with evidence of excess workers compensation coverage. Coverage shall 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. The policy shall also contain the following endorsement which shall be indicated on the certificate of insurance: • Alternate Employer Endorsement Page 1 of 2 CONTRAOTOR-S RIGHT OF ENTRY INS. 07JIWOI INVOLVING PIPELINE,WIRELINE & DRAINAGE WORK Form Approved, AVP-Law 0. Umbrella or Excess Policies In the event Contractor utilizes Umbrella or excess policies, these policies shall "follow form" and afford no less coverage than the primary policy. E. Railroad Protective Liability insurance naming only the Railroad as the insured with a combined single limit of $2,000,000 per occurrence with a $6,000,000 aggregate. The policy shall be broad form coverage for "Physical Damage to Property" (ISO Form CG 00 35 07 98 or equivalent). A binder stating the policy is in place must be submitted to the Railroad until the original policy is forwarded to the Railroad. Other Requirements F. Punitive damage exclusion must be deleted, which deletion shall be indicated on the certificate of insurance. G. Contractor agrees to waive its right of recovery, and its insurers, through policy endorsement, agree to waive their right of subrogation against Railroad. Contractor further waives its right of recovery, and its insurers also waive their right of subrogation against Railroad for loss of its owned or leased property or property under its care, custody and control. Contractor's insurance shall be primary with respect to any insurance carried by Railroad. All waivers of subrogation shall be indicated on the certificate of Insurance. H. All policy(ies) required above (excluding Workers Compensation) shall provide severability of interests and shall name Railroad as an additional insured. Severability of interest and naming Railroad as additional insured shall be indicated on the certificate of insurance. 1. Prior to commencing the Work, Contractor shall furnish to Railroad original certificate(s) of insurance evidencing the required coverage, endorsements, and amendments. The certificate(s) shall contain a provision that obligates the insurance company(ies) issuing such policy(ies) to notify Railroad in writing of any cancellation or material alteration. Upon request from Railroad, a certified duplicate original of any required policy shall be furnished. J. Any insurance policy shall be written by a reputable insurance company acceptable to Railroad or with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. K. Contractor WARRANTS that this Agreement has been thoroughly reviewed by Contractor's insurance agent(s)/broker(s), who have been instructed by Contractor to procure the insurance coverage required by this Agreement and acknowledges that Contractor's insurance coverage will be primary. L. The fact that insurance is obtained by Contractor or Railroad on behalf of Contractor shall not be deemed to release or diminish the liability of Contractor, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Railroad shall not be limited by the amount of the required insurance coverage. Page 2 of 2 CROWN POLY INC. August 5, 2002 Jose Lugo, Senior Planner City of Vernon - Utility Department 4305 Santa Fe Ave. Vernon, CA 90058 Dear Jose: Enclosed are three agreements we have received from the Union Pacific Railroad regarding our electric service plan. The agreements call for one time fees for crossing and use of the railroad property to place cable and conduit. Two of the agreements call for the signature of the City of Vernon, so we are forwarding them to you. The two agreements call for fees to be paid, we have enclosed our checks to pay the fees. We hope the City of Vernon will be able to execute the agreements on a priority basis, however we do understand that you will have your procedures to follow. The third agreement is for the contractor, and we have forwarded that agreement to Perry Thomas Construction. Sincerely, Robert Gutterman Vice President — Finance / Treasurer Enclosures: Longitudinal Wireline Encroachment Agreement Wireline Crossing Agreement SF-' P 12 2002 LEGAL DEPT. 4160 Bandini Blvd., Los Angeles, CA 90023-4609 • Tel: (323) 268-7298 • Fax: (323) 268-6558 • www.crownpolycom %,nuvv1V rVLY, IINU. CHIAA VENDOR 00340Wil 1: 12 2 2431561: 45me,005 Loll2110 (a)- R. D. Uhrich Assistant Vice President J. L. Hawkins General Director - Real Estate Operations M. E. Heenan Director - Real Estate Operations G. L. Pinker Director - Contracts M. B. Stevenson Assistant Director - Contracts UNION PACIFIC RAILROAD COMPANY Real Estate Department ROBERT LEAMER CITY OF VERNON 4305 SANTA FE AVENUE VERNON, CA 90058 it 1800 Farnam Street Omaha, Nebraska 68102 Fax: (402) 997-3601 June 24, 2002 Folder No. 2095-05 D. D. Brown General Director - Real Estate G. B. Collins Director - Real Estate T. K. Love General Director - Real Estate B. P. Morrissey Director - Real Estate J. P. Gade Director - Facility Management RE: Proposed Construction of a Underground 16 KV Wireline Crossing at Mile Post 4.50 on the San Pedro Subdivision Vernon Industrial Lead at or near Vernon, Los Angeles County, California Dear Mr. Learner: Enclosed are duplicate originals of a Wireline Crossing Agreement covering your use of the Railroad Company's right-of-way. To properly document your use of the Railroad Company's right-of-way, it is necessary that you execute these crossing agreements, and return the following to me in the enclosed envelope: 1. BOTH duplicate originals of the crossing agreement. 2. A Certificate of Insurance. 3. Resolution of Authority for individual executing the agreements, if required. 4. Check, with Folder No. 2095-05 written on the front, made payable to the Union Pacific Railroad Company in the amount of Two Thousand Three Hundred Sixty -Nine Dollars ($2,369.00). If you require formal billing, you may consider this letter as a formal bill. In compliance with the Internal Revenue Service's policy regarding Form 1099, I certify that 94-6001323 is the Railroad Company's correct Federal Taxpayer Identification Number and that Union Pacific Railroad Company is doing business as a corporation. If any work to install the utility is to be performed by a contractor, please ensure that the enclosed letter and duplicate originals of a Contractors Right of Entry Agreement are forwarded to your Contractor for execution and return to me. Your Contractor will not be permitted on the Railroad Company's right- of-way without this Agreement. If the crossing agreements are not executed and returned within six months from the date of this letter, offer of the agreement is withdrawn and becomes null and void. If you have any questions concerning this agreement, please feel free to call me. Yours truly, M�'Y � Hauschild Manager Contracts (402) 997-3553 i i ror-��nrnr on■ v ■nor ��� _ '" .._.. 1:&222431SG,: 45ve,005&ut2,10 UNION PACIFIC RAILROAD COMPANY Real Estate Department R. D. Uhrich Assistant Vice President J. A. Anthony Director - Contracts D. D. Brown Director - Real Estate M. W. Casey General Director - Special Properties J. P. Gade Director - Facility Management ROBERT LEAMER v CITY OF VERNON* 4305 SANTA FE AVENUE VERNON, CA 90058 1800 Farnam Street Omaha, Nebraska 68102 Fax: (402) 997-3601 July 31, 2002 Folder No. 2095-05 J. L. Hawkins General Director - Real Estate Operations M. E. Heenan Director - Real Estate Operations D. H. Lightwine Director - Real Estate T. K. Love Director - Real Estate Re: Proposed Construction of a 66 Feet Of Underground 16 KV Wireline Encroachment Mile Post 4.50 on the San Pedro Subdivision at or near Vernon, Los Angeles County, California Dear Mr. Leamer: Attached are duplicate originals of the Longitudinal Wireline Encroachment Agreement covering your use of the Railroad Company's right-of-way. To properly document your use of the Railroad Company's right-of-way, it is necessary that you execute these encroachment agreements, and return the following to me in the enclosed envelope: BOTH duplicate originals of the encroachment agreement. 2. A Certificate of Insurance. 3. Resolution of Authority for individual executing the agreements, if required. 4. Check, with Folder No. 2095-05 written on the front, made payable to the Union Pacific Railroad Company in the amount of Seven Thousand Nine Hundred Sixty -Two Dollars ($7,962.00). If you require formal billing, you may consider this letter as a formal bill. In compliance with the Internal Revenue Service's policy. regarding Form 1099, I certify that 94-6001323 is the Railroad Company's Federal Taxpayer Identification Number and that Union Pacific Railroad Company is doing business as a corporation. If any work to install the utility is to be performed by a contractor, please ensurethat the enclosed letter and duplicate originals of a Contractors Right of Entry Agreement are forwarded to your Contractor for execution and return to me. Your contractor will not be permitted on the Railroad Company's right- of-way without this agreement. A If the encroachment agreements are not executed and returned within six months from the date of this letter, the offer of the agreement is withdrawn and becomes null and void. If you have any questions concerning this agreement, please contact me at (402) 997-3553. Yours truly; MaYschild Manager Contracts (402) 997-3553 PLE.DOC Form Approved, AVP-Law LONGITUDINAL WIRELINE ENCROACHMENT AGREEMENT Between Mile Posts 4.50, San Pedro Subdivision Location: Vernon, Los Angeles County, California Folder No: 2095-05 THIS AGREEMENT is made and entered into as of July 31, 2002, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (hereinafter the "Licensor"), and CITY OF VERNON, a California municipal corporation, to be addressed at 4305 Santa Fe Avenue, Vernon, California 90058 (hereinafter the "Licensee'). IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Article I. LICENSE FEE Upon execution of this Agreement, the Licensee shall .pay to the Licensor a one-time license fee of SEVEN THOUSAND NINE HUNDRED SIXTY-TWO'DOLLARS ($7,962.00). Article H. 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 Licensor hereby grants to the Licensee the right to construct and thereafter, during the term hereof, to maintain and operate one 66 feet of underground 16 kv wireline encroachment only •i (hereinafter the "Wireline") in the location shown and in conformity with the dimensions and specifications indicated on the attached print dated July 11, 2002 and marked Exhibit "A". Under no circumstances shall Licensee modify the use of the Wireline for a purpose other than the above mentioned, and said Wireline shall not be used 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 III. CONSTRUCTION, MAINTENANCE AND OPERATION. The grant of right herein made to the Licensee is subject to each and all of the terms, provisions, conditions, limitations and covenants set forth herein and in Exhibit B, hereto attached. Article IV. IF WORK IS TO BE PERFORMED BY CONTRACTOR. If a contractor is to do any of the work performed on the Wireline (including initial construction and subsequent relocation or substantial maintenance and repair work), then the Licensee shall require its contractor to execute the Licensor's form Contractor's Right of Entry Agreement. Licensee acknowledges receipt of a copy of Contractor's Right of Entry Agreement and understanding of its terms, provisions, and requirements, and will inform its contractor of the need to execute the Agreement. Under no circumstances will Licensee's contractor be allowed onto Licensor's premises without first executing the Contractor's Right of Entry Agreement. Article V. INSURANCE A. The Licensee, at its expense, shall obtain the insurance described in Exhibit B-1, hereto attached. The Licensee will also provide to the Licensor a Certificate of Insurance, identifying Folder No. 2095-05, issued by its insurance carrier confirming the existence of such insurance and that the policy or policies contain the following endorsement: UNION PACIFIC RAILROAD ` COMPANY is named as an additional insured with respect to all liabilities arising out of the existence, use or any work performed on or associated with the 'Wireline' located on Railroad right-of-way at Mile Post 4.500 on the San Pedro Subdivision, at or near Vernon, Los Angeles County, California. B. If the Licensee named in this Agreement is a public entity subject to any applicable statutory tort laws, the limits of insurance described in Exhibit B-1 shall be the limits the Licensee then has in effect or which is required by applicable current or subsequent law, whichever is greater, a portion of which may be self -insured with the consent and approval of the Licensor C. All insurance correspondence shall be directed to: Folder No. 2095-05 Union Pacific Railroad Company Real Estate Department 1800 Farnam Street Omaha, NE 68102 Article VI. TERM. ' This Agreement shall take effect as of the date first herein written and shall continue in full force and effect until terminated as herein provided. Article VII. SPECIAL PROVISIONS -- NONE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first herein written. UNION PACIFIC RAILROAD COMPANY By: Manager Contracts CITY OF VERNON r By Title LEONIS C . MAL URG Ma or ATTES rd BRUCE V. MALKENHORST, City Clerk' APPR D AS TO FORM: EDUARDO OLIVO, City Attorn y e�/tt��anx 1t:�1� JLJ—CCU—l:JLGI v�w•+�• � "•-� �••�• X co '0 C ) D S 0 r m Z, r fA;C LOS ANGELES AND�:,9 SALT Svc oR—C .�,. S01 013' 25"E 10.00' uzy0vo o ol::� A Q Cl m X w. m cn z z 00 O m ca O I> O > dCDc W O O c A �d �0 co m X Ad l J . o m O 11 N <0 ORE O °a L ( D o �N E o 0CD CD y a *7�z -.)cm 7cz,)a PAGE_03 WLE EXB 990112 Fbrm Appf&ad, AW-Law (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 wirelines, 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 Licensees 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. DANCE AND OPERATION. (a) If the Wireline or any part thereof is to be located above the top of the rails of any track or communication and signal lines, including static wires, overhead clearance provided by the Wireline shall be no less than that shown on -Exhibit A The Wireline shall be constructed, operated maintained, repaired, renewed, modified and/or reconstructed by the licensee in strict conformity with the Specifications prescribed in the current issue of the National Electrical Safety Code of the American National Standards Institute. In the event such Specifications conflict in any respect with the requirements of any federal, state or municipal law or regulation, such requirements shall govern on all points of conflict, but in all other respects the Specifications shall apply. (b) All work performed on property of the licensor in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wireline shall be done to the satisfaction of the licensor. (c) If the Wireline is an existing one not conforming in its construction to the above provisions of this Section 2, the licensee shall, within ninety (90) days after the date hereof, reconstruct it so as to conform therewith. (d) The Wireline shall be constructed, maintained and operated by the Licensee in such manner as not to be or constitute a hazard to aviation. With respect to the Wireline the licensee, without expense to the licensor, will comply with all requirements of law and of public authority, whether federal, state or local, including but not limited to aviation authorities. (e) In the operation of the Wireline, the licensee shall not transmit electric current at a difference of potential in excess of the voltage indicated on Exhibit A If the voltage indicated is in excess of seven hundred fifty (750) volts, and the Wireline is, or is to be, buried at any location on the property of the Licensor outside track ballast sections or roadbed, the licensee shall install metallic conduit, or non-metallic conduit encased in a minimum of three (3) inches of concrete with a minimum of four (4) feet.of ground cover the entire length of the Wireline on the property of the licensor. A Wireline buried by removal of the soil shall have, at a depth of one (1) foot beneath the surface of the ground directly above the Wireline, a six (6) inch wide warning tape beating the warning, "Danger -High Voltage," or equivalent wording. A Wireline encased in conduit, jacked or bored under the property of the Licensor, must be identified by placing warning signs, to be installed and properly maintained at the expense of the licensee, at each edge of the Licensor's property. The licensee shall not utilize the signs in lieu of the warring tape where portions of the casing are installed by direct burial. Section 3. NOTICE OF C0MMENCEMEM OF WORK 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 Wireline. All such work shall be prosecuted diligently to completion. wle.exb Page 1 of 4 Exhibit B WLE tO 990112 ' Itonn Apoioved, AVP-Law Section 4. LICENSEE TO BEAR ENTIRE EXPENSE. The Licensee shall bear the entire cost and expense incurred in connection with the construction, maintenance, repair and renewal and any and'all modification, revision, relocation, removal or reconstruction of the Wireline, including any and all expense which may be incurred by the Licensor in connection therewith for supervision or inspection, or'otherwise. Section 5. REM ORQUO RELOCATION OR REMOVAL OF WIRELDM. (a) The license herein granted is subject to the needs and requirements of the Licensor in the operation of its railroad and in the improvement and use of its property, and the Licensee shall, at the sole expense of the Licensee, reinforce or encase the Wireline (if it is an underground facility) to the satisfaction of the Licensor, or move all or any portion of the Wireline to such new location or remove the Wireline from such property, as the licensor may designate, whenever in the furtherance of its needs and requirements, the Licensor shall find such action necessary or desirable. (b) All the terms, conditions and stipulations herein expressed with reference to the Wireline on property of the licensor in the location hereinbefore described shall, so far as the Wireline remains on the property, apply to the Wireline as modified, changed or relocated within the contemplation of this section. Section 6. ITTIERFERENCE. In the operation and maintenance of the Wireline the Licensee shall take all suitable precaution to prevent any interference (by induction, leakage of electricity, or otherwise) with the operation of the signal, communication lines or other installations or facilities of the licensor or of its tenants; and if, at any time, the operation or maintenance of the Wireline results in any electrostatic effects which the licensor deems undesirable or harmful, or causes interference with the operation of the signal, communication lines or other installations or facilities, as now existing or which may hereafter be provided by the Licensor and/or its tenants, the Licensee shall, at the sole expense of the Licensee, immediately take such action as may be necessary to eliminate such interference. (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 at 1-800-336-9193 (a 24-hour number) 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 right of way until all such protection or relocation has been accomplished. Licensee shall indemnify and hold the Licensor harmless from 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 Agreement, the licensee shall indemnify 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 telecommunications system on Licenser's property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on Licensoes property, except if 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 Licenser's property. (a) The licensee shall fully pay for allmaterialsjoined or affixed to and labor performed upon property of the licensor in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wireline, 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 furnished thereon at the instance or request or on behalf of the licensee. The licensee shall indemnify and hold harmless wle.exb Page 2 of 4 Exhibit B VLE EXB 980112 ' Form Approved, AVP-Law the licensor against and from arty 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 Wireline, to prevent the same from 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 maintenance of the Wireline 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. In the event the licensor authorizes the Licensee to take down any fence of the Licensor or in any manner move or disturb any of the other property of the Licensor in connection with the construction, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Wireline, then in that event the Licensee shall, as soon as possible and at Licensee's sole expense, restore such fence and other property to the some condition as the scare were in before such fence was taken down or such other property was moved or disturbed, and the Licensee shall indemnify and hold harniless the Licensor, its officers, agents and employees, against and from any and all liability, loss, damages, claims, demands, costs and 'expenses of whatsoever nature, including court costs and attorneys' fees, which may result from 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 taking down of any fence or the moving or disturbance of any other property of the Licensor. Section 10. WDEMNTTY. (a) As used in this Section, "Licensor" includes other railroad companies using the LicensoVs property at or near the location of the 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 l icensor'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, the Licensee agrees to indemnify 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 removal of the Wireline or any part thereof; or 2. The presence, operation, or use of the Wireline or contents escaping therefrom, except to the extent that the Loss is caused by the sole and direct negligence of the Licensor. - '_�� • i • ii � _i� Jam• t+���i� �_ M • \ • � t_�171�1�1� Prior to the termination of this Agreement howsoever, the licensee shall, at Licensee's sole expense, remove the Wireline from the property of the Licensor and restore such property to as good a condition as it was in before the Wireline was originally constructed, all to the satisfaction of the licensor. If the Licensee fails to do the foregoing, the Licensor may perform the work of removal and restoration at the expense of the Licensee. The Licensor shall not be liable to the licensee for any damage sustained by the licensee as a result of the removal of the Wireline by the Licensor as in this section provided, nor shall such action prejudice or impair any right of action for damages or otherwise that the Licensor may, at the time of such removal, have against. the licensee. wte.exb Page 3 of 4 Exhibit B v�,LE.EXB IP80112 Form Appiovtd, AVP-Law -. . \/71 �sM 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. TER DUUMN. (a) If the licensee does not use the right herein granted or the Wireline for one (1) year, or if the licensee continues in default in the performance of arty covenant or agreement herein contained for a 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 liability, accrued or otherwise, which may have arisen prior thereto. Section 14. KGREEMM 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. wle.exb Page 4 of 4 Exhibit B PL/WL/DRAINA6E INS. 021iW01 Form Approved, AVP-Law EXHIBIT B•1 Union Pacific Railroad Company Insurance Provisions For Pipeline I Wireline I Drainage License Agreements Licensee shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance coverage: A. Commercial General Liability insurance. This insurance shall contain broad form contractual liability with a single limit of at least $2.000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. Coverage must be purchased on a post 1998 ISO or equivalent form, including but not limited to coverage for the following: Bodily injury including death and personal injury Property damage Fire legal liability (Not less than the replacement value of the portion of the premises occupied) Products and completed operations The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. Coverage for Licensee's (and Licensors) employees shall not be excluded Waiver of subrogation B. Business Automobile Coverage insurance. This insurance shall contain a combined single limit of at least $2,000,000 per occurrence or claim, including but not limited to, coverage for the following: Bodily injury and property damage Any and all motor vehicles including owned, hired and non -owned The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." The exclusions for railroads (except where the Job site is more than fifty feet (50) from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. Motor Carrier Act Endorsement- Hazardous materials clean up (MCS-90) if required by law. C. Workers Compensation and Employers Liability insurance including but not limited to: Licensee's statutory liability under the workers' compensation laws of the state(s) affected by this Agreement Employers' Liability (Part B) with Nmits of at least $500,000 each accident, $500,000 disease policy limit $500,000 each employee If Workers Compensation insurance will not cover the liability of Licensee in states that require participation in state workers' compensation fund, Licensee shall comply with the laws of such states. If Licensee is self -insured, evidence of state approval must be provided along with evidence of excess workers compensation coverage. Coverage shall 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. The policy shall also contain the following endorsement which shall be indicated on the certificate of insurance: " Alternate Employer Endorsement D. Umbrella or Excess Policies In the event Licensee utilizes Umbrella or excess policies, these policies shall "follow form" and afford no less coverage than the primary policy. Page 1 of 2 f PLMIIjDRAINAGE-INS. 02116/01 Form Approved, "P-Law Other Requirements E. Punitive damage exclusion must be deleted, which deletion shall be indicated on the certificate of insurance. F. Licensee agrees to waive its right of recovery, and its insurers, through policy endorsement, agree to waive their right of subrogation against Licensor. Licensee further waives its right of recovery, and its insurers also waive their right of subrogation against Licensor for loss of its owned or leased property or property under its care, custody and control. Licensee's insurance shall be primary with respect to any insurance carried by Licensor. All waivers of subrogation shall be indicated on the certificate of insurance. G. All policy(ies) required above (excluding Workers Compensation) shall provide severability of interests and shall name Licensor as an additional insured. Severability of interest and naming Licensor as additional insured shall be indicated on the certificate of insurance. H. Prior to commencing the Work, Licensee shall furnish to Licensor original certificate(s) of insurance evidencing the required coverage, endorsements, and amendments. The certificate(s) shall contain a provision that obligates the insurance company(ies) issuing such policy(ies) to notify Licensor in writing of any cancellation or material alteration. Upon request from Licensor, a certified duplicate original of any required policy shall be furnished. 1. Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Insurance Guide Rating of A- and Class Vll or better, and authorized to do business in the state(s) in which the service is to be provided. J. Licensee WARRANTS that this Agreement has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this Agreement and acknowledges that Licensee's insurance coverage will be primary. K. The fact that insurance is obtained by Licensee or Licensor on behalf of Licensee shall not be deemed to release or diminish the :;ability of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by 'Licensor shall not be limited by the amount of the required insurance coverage. Page 2 of 2 t WLX.DOC 940204 Form Approved, AVP-Law WIRELINE CROSSING AGREEMENT Mile Post: 4.50, San Pedro Subdivision Location: Vernon, Los Angeles County, California Folder No: 2095-05 THIS AGREEMENT is made and entered into as of June 24, 2002, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, (hereinafter the "Licensor") and CITY OF VERNON, a California municipal corporation, to be addressed at 4305 Santa Fe Avenue, Vernon, California 90058 (hereinafter the "Licensee"). IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Article I. LICENSE FEE Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time license fee of TWO THOUSAND THREE HUNDRED SIXTY-NINE DOLLARS ($2,369.00). Article H. 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 Licensor hereby grants to the Licensee the right to construct and thereafter, during the term hereof, to maintain and operate one underground 16 kv wireline crossing only (hereinafter the "Wireline") in the location shown and in conformity with the dimensions and specifications indicated on the attached print dated June 12, 2002, marked Exhibit "A". Under no circumstances shall Licensee modify the use of the Wireline for a purpose other than the above - mentioned, and said Wireline shall not be used 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 M. CONSTRUCTION, MAINTENANCE AND OPERATION. The grant of right herein made to the Licensee is subject to each and all of the terms, provisions, conditions, limitations and covenants set forth herein and in Exhibit B, hereto attached. Article IV. IF WORK IS TO BE PERFORMED BY CONTRACTOR. If a contractor is to do any of the work performed on the Wireline (including initial construction and subsequent relocation or substantial maintenance and repair work), then the Licensee shall require its contractor to execute the Licensor's form Contractor's Right of Entry Agreement. Licensee acknowledges receipt of a copy of the Contractor's Right of Entry Agreement and understands its terms, provisions, and requirements, and will inform its contractor of the need to execute the Agreement. Under no circumstances will Licensee's contractor be allowed onto Licensor's premises without first executing the Contractor's Right of Entry Agreement. Article V. INSURANCE A. The Licensee, at its expense, shall obtain the insurance described in Exhibit B-1, hereto attached. The Licensee will also provide to the Licensor a Certificate of Insurance, identifying Folder No. 2095-05, issued by its insurance carrier confirming the existence of such insurance and that the policy or policies contain the following endorsement: UNION PACIFIC RAILROAD COMPANY is named as an additional insured with respect to all liabilities arising out of the existence, use or any work performed on or associated with the 'Wireline' located on Railroad right-of-way at Mile Post 4.500 on the San Pedro Subdivision, at or near Vernon, Los Angeles County, California. B. If the Licensee named in this Agreement is a public entity subject to any applicable statutory tort laws, the limits of insurance described in Exhibit B-1 shall be the limits the Licensee then has in effect or which is required by applicable current or subsequent law, whichever is greater, a portion of which may be self -insured with the consent and approval of the Licensor C. All insurance correspondence shall be directed to: Folder No. 2095-05 Union Pacific Railroad Company Real Estate Department 1800 Farnam Street Omaha, NE 68102 Article VI. TERM. This Agreement shall take effect as of the date first herein written and shall continue in full force and effect until terminated as herein provided. Article VH. SPECIAL PROVISIONS -- NONE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first herein written. UNION PACIFIC RAILROAD COMPANY By: Manager Contracts CITY OF VERNON B ATTEST- itle Leonis C. Ma burg, Ma or BRUCE V. MALKENHORST, City Clerk APPROVE AS TO FORM: EDUARDO OLIVO, City ey •A OLA<CE ARROW INDICATING NORTH DIRECTION RELATIVE TO CROSSING 1 44, NO SCALE �2 _ / oQ. (SE NOTE 4 11 61 TOYE-RION / (NEAREST R. R TOANI I€ /--¢ MAIN TRACK 2 �<v V�Vrti v 'DESCRIBE EE NOFIXED OBJECT' SF I L ff& AL c STE 71 �` \y 2�?ohoQy (DISTANCE ALONG TRACK OMF SECTM LINE CROSSING' w34, (NOTE.- THIS DISSENSION REOUIREO IN ALL CASES. AT LOCATIONS NOT US]N0 SECTIONS, DISTANCE TO A LEGAL SINNVEY LINE IS REOUIREOi 9'_FT. d i� INE t 4 FT% MIN. 1 FORM DR-0404-G REV. 5- 15- 98 OVER 750 VOLTS NOTE:. ALL AVAILABLE DIMENSIONS MUST BE FILLED IN TO PROCESS THIS APPLICATION. RR•S Rtw T. e� SEE 48 s/ 1 T. ZtP ( ANGLE OF CROSSING' TO W IN I IAC- V ] — [ ST R.R. TOW:) (DESCRIBE FIXED OBJECT' t SEE NOTE 71 --FT. P ' SURFACE •¢ SUBGRADE ' GROUND ROA t 'MINLI 3S _FT. -CASING PIPE (SEE NOTE 2 S 3) t4 FT. MIN.) ; ® 1 -7L F T. 4 MIN. D+IST. SEE NOTE 23 NOTES --1—� FT. (CASING LENGTH WHEN MEASURED ALONG PIPELINE.) I ALL HORIZONTAL DISTANCES TO BE MEASURED AT RIGHT ANGLES FROM rL OF TRACK, EXCEPT AS NOTED. 21 ENCASE COMPLETELY ACROSS OUR R/W WITH FORMUL A RIGID METALLIC CONDUIT OR NON-METALLIC CONDUIT (PVC) ENCASED IN A MINIMUM OF 3 INCHES OF CONCRETE. 31 INSTALL 6 INCH WIDE WARNING TAPE 1 FOOT A TO FIGURE CASING LENGTH WITH ANGLE OF UBELOW GROUNDLINE DIRECTLY OVER THE POWER LINE WHERE LOCATED ON OUR R/W OUTSIDE THE TRACK BALLAST CROSSING OTHER THAN go - 41 1FCNDERGROUND WITHIN AREA OF UNDER IES SIGNALS, POWER SWITCHES,, TRACKSSGIGNALFACETC.,CHECKCH AS FLASHING WITH SIGNAL DEPARTMENT. 5) SIGNAL REPRESENTATIVE 5, MUST BE PRESENT DURING a S[N m + INSTALLATION IF RAILROAD 61 MINIMUM OFSO-FROMVTHENEND OF ITY OF ANNYY RAN ROAD rL j' 8 DIST.TO ROW BRIDGE, OF ANY CULVERT, OR FROM ANY SWITCHING AREA. 7) ALLOWABLE FIXED OBJECTS INCLUDE: .' ti�`'� 0 TxAa BACKWALLS OF BRIDGES; rL OF ROAD CROSSINGS a OVERHEAD VIADUCTS IGIVE ROAD NAME), OR rL CULVERTS. 81 CASING AND CARRIER PIPE MUST BE PLACED A MINIMUM OF 2 FEET BELOW THE EXISTING FIBER OPTIC CABLE. ANY EXCAVATION REQUIRED WITHIN 5 FEET OF THE EXISTING FIBER OPTIC CABLE MUST BE HAND DUG. A) IS WIRELINE CROSSING WITHIN DEDICATED STREET ?_YES; EXHIBIT "A"c B) 1F YES, NAME -0F STREET -NO; Fqt RAILROAD tISE WLY — DO NOT M1ITE IN Tx15 BO%1 CI VOLTAGE TO BE CARRIED ER TRACK 0) DISTRIBUTION LINE UNION PACIFIC RAILROAD CO. OR TR WISSION LINE E) MAXIMUM CURRENT S F1 SINGLE PHASE THREE PHASE!No. 'V /�Gl [1 l Sf ' 1 P R "`� /v&� 4. Q,fl o OF CIRCUITS GI MAX. OPERATING CURRENT TO GROUND AT FEED END O tse..................... d 1 AMPS, H) MAX. OPERATING CURRENT TO GROUND AT LOAD END I) WHAT TYPE OF FACILITY WILL LINE BE SERVING? -I�r MF(cs C1 Me P. H� a E. S. - 2�0 J) IF SEPARATE CABLES ARE USED, WHAT IS THE AVG. DISTANCE BETWEEN CABLES? IQ q KI IF A NEW POWER SUBSTATION IS TO BE BUILT UNDERGROUND WI REL I NE GROSSING OR REVISED WITHIN 1/2 MILE OF RR, WHAT IS: MAX OPERATING CURRENT TO GROUND? I. i 0r p►�5� .e �� VC V h0 �ys rt H' C �t f MAX RESISTANCE TO GROUND? �,O.,A�ST•r MAX FAULT CURRENT TO GROULJNO?_pMpS, LI CASING TYPE TO BE INSTALLED-7-5 i " 1t 'S i IF E t PiMQlYrt YVP1^ I Al M) NEAREST NN STATION) 9COUNTY) STATES V�YN1o► METHOD OF INSTALLING CASING PIPE UNDER TRACK(S): 3.J1I DRY BORE FOR - S�H 0� ' Imo) AND JACK (WET T I E TUNNEL; oTHER�►.1� 1V C�iLt� TuPA%tl\IT� lif ncIf_�LACFyvI�aJ RR FILE N0.2n S OV DATE d'fz'2662 N► DISTANCE FROM CENTER L NENE OF TRACK N A FACE OF BORING AND JACKING PITS WHEN MEASURED AT RIGHT ANGLES TO TRACKWT. W A R N I N G t 30' MIN. ) 0) APPLICANT HAS CONTACTED 1-800-336-9193 P. COMMUNICATION DEPARTMENT, AND HAS DETERMINED FIBER OPTIC CABLE DOES; DOES NOT; E ST YICINTY IN ALL OCCASIONS, R U P. COIAAIN ADVANCE DEPARTMENT MUST RE IN ADVANCE OF WORK TO BE PERFORMED. TICKET NO.� CPS" �� � ��� � �r� /� /� y��+r� I 1Vt4, #7 47'9 /1 FL �L f � ANY WORK TOFIREEXISTENCE AND DETERMINE U d� LOCATIONFIBER OPTIC9193�� PPS. : O- 00 rrn tL r OR MhPkJ*6,S PR&S AIr e)-,V 1"19JAI L IIVH CN.,d4Lc3'f1,E GARAOA/ WLX.EXR 980112 Form Approved, AW-Law EXHIBIT B Section 1. LIMITATION AND SUBORDINATION OF 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 wirelines, 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 OPERATION. (a) If the Wireline or any part thereof is to be located above the top of the rails of any track or communication and signal lines, including static wires, overhead clearance provided by the Wireline shall be no less than that shown on Exhibit A The Wireline shall be constructed, operated, maintained, repaired, renewed, modified and/or reconstructed by the Licensee in strict conformity with the Specifications prescribed in the current issue of the National Electrical Safety Code of the American National Standards Institute. In the event such Specifications conflict in any respect with the requirements of any federal, state or municipal law or regulation, such requirements shall govern on all points of conflict, but in all other respects the Specifications shall apply. (b) All work performed on property of the Licensor in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wireline shall be done to the satisfaction of the Licensor. (c) If the Wireline is an existing one not conforming in its construction to the above provisions of this Section 2, the Licensee shall, within ninety (90) days after the date hereof, reconstruct it so as to conform therewith. (d) The Wireline shall be constructed, maintained and operated by the Licensee in such manner as not to be or constitute a hazard to aviation. With respect to the Wireline the Licensee, without expense to the Licensor, will comply with all requirements of law and of public authority, whether federal, state or local, including but not limited to aviation authorities. (e) In the operation of the Wireline, the Licensee shall not transmit electric current at a difference of potential in excess of the voltage indicated on Exhibit A If the voltage indicated is in excess of seven hundred fifty (750) volts, and the Wireline is, or is to be, buried at any location on the property of the Licensor outside track ballast sections or roadbed, the Licensee shall install metallic conduit, or non-metallic conduit encased in a minimum of three (3) inches of concrete with a minimum of four (4) feet of ground cover the entire length of the Wireline on the property of the Licensor. A Wireline buried by removal of the soil shall have, at a depth of one (1) foot beneath the surface of the ground directly above the Wireline, a six (6) inch wide warning tape bearing the warning, "Danger -High Voltage," or equivalent wording. A Wireline encased in conduit, jacked or bored under the property of the Licensor, must be identified by placing warning signs, to be installed and properly maintained at the expense of the Licensee, at each edge of the Licensor's property. The Licensee shall not utilize the signs in lieu of the warning tape where portions of the casing are installed by direct burial. Section 3. NOTICE OF COMMENCEMENT OF WORK. 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 Wireline. All such work shall be prosecuted diligently to completion. wlx.exb Page] 1 of4 B Exhibit B WLX.EXB ;980112 Form Approved, AVP-Law Section 4. LICENSEE TO BEAR ENTIRE EXPENSE. The Licensee shall bear the entire cost and expense incurred in connection with the construction, maintenance, repair and renewal and any and all modification, revision, relocation, removal or reconstruction of the Wireline, including any and all expense which may be incurred by the Licensor in connection therewith for supervision or inspection, or otherwise. Section 5. REINFORCEMENT RELOCATION OR REMOVAL OF WIRELINE. (a) The license herein granted is subject to the needs and requirements of the Licensor in the operation of its railroad and in the improvement and use of its property, and the Licensee shall, at the sole expense of the Licensee, reinforce or encase the Wireline (if it is an underground facility) to the satisfaction of the Licensor, or move all or any portion of the Wireline to such new location, as the Licensor may designate, whenever in the furtherance of its needs and requirements, the Licensor shall find such action necessary or desirable. (b) All the terms, conditions and stipulations herein expressed with reference to the Wireline on property of the Licensor in the location hereinbefore described shall, so far as the Wireline remains on the property, apply to the Wireline as modified, changed or relocated within the contemplation of this section. Section 6. INTERFERENCE. In the operation and maintenance of the Wireline the Licensee shall take all suitable precaution to prevent any interference (by induction, leakage of electricity, or otherwise) with the operation of the signal, communication lines or other installations or facilities of the Licensor or of its tenants; and if, at any time, the operation or maintenance of the Wireline results in any electrostatic effects which the Licensor deems undesirable or harmful, or causes interference with the operation of the signal, communication lines or other installations or facilities, as now existing or which may hereafter be provided by the Licensor and/or its tenants, the Licensee shall, at the sole expense of the Licensee, immediately take such action as may be necessary to eliminate such interference. Section 7. PROTECTION OF 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 at 1-800-336-9193 (a 24-hour number) 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 right of way until all such protection or relocation has been accomplished. Licensee shall indemnify and hold the Licensor harmless from 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 Agreement, the Licensee shall indemnify 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 telecommunications system on Licensor's property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees; on Licensor's Property, except if 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. (a) The Licensee shall fully pay for all materials joined or affixed to and labor performed upon property of the Licensor in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wireline, 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 furnished thereon at the instance or request or on behalf of the Licensee. The Licensee shall indemnify and wlx.exb Page 2 of g Exhibit B WLX.EXB; 980112 Form Approved, AVP-Law i 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 Wireline, to prevent the same from 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 maintenance of the Wireline 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 Licensor authorizes the Licensee to take down any fence of the Licensor or in any manner move or disturb any of the other property of the Licensor in connection with the construction, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Wireline, then in that event the Licensee shall, as soon as possible and at Licensee's sole expense, restore such fence and other property to the same condition as the same were in before such fence was taken down or such other property was moved or disturbed, and the Licensee shall indemnify and hold harmless the Licensor, its officers, agents and employees, against and from any and all liability, loss, damages, penalties, claims, demands, costs and expenses of whatsoever nature, including court costs and attorneys' fees, which may result from 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 taking down of any fence or the moving or disturbance of any other property of the Licensor. Section 10. INDEMNITY. (a) As used in this Section, "Licensor" includes other railroad companies using the Licensor's property at or near the location of the 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 Licensor'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, the Licensee agrees to indemnify 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 removal of the Wireline or any part thereof; or 2. The presence, operation, or use of the Wireline or electric current conducted thereon or escaping therefrom, except to the extent that the Loss is caused by the sole and direct negligence of the Licensor. Section 11. REMOVAL OF WIRELINE UPON TERMINATION OF AGREEMENT. Prior to the termination of this Agreement howsoever, the Licensee shall, at Licensee's sole expense, remove the Wireline from the property of the Licensor and restore such property to as good a condition as it was in before the Wireline was originally constructed, all to the satisfaction of the Licensor. If the Licensee fails to do the foregoing, the Licensor may perform the work of removal and restoration at the expense of the Licensee. The Licensor shall not be liable to the Licensee for any damage sustained by the Licensee as a result of the removal of the Wireline by the Licensor as in this section provided, nor shall such action prejudice or impair any right of action for damages or otherwise that the Licensor may, at the time of such removal, have against the Licensee. wlx.exb Page 3 of Exhibit B WVLX.EXB:980112 Form Approved, AVP-Law Section 12. WAIVER OF 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 Wireline 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 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 liability, 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. wlx.exb Page 4 of 4 g Exhibit B PUWUDRAMAGE INS. 02/16/01 Form Approved, AVP-Law EXHIBIT B-1 Union Pacific Railroad Company Insurance Provisions For Pipeline / Wireline / Drainage License Agreements Licensee shall,at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance coverage: A. Commercial General Liability insurance. This insurance shall contain broad form contractual liability with a single limit of at least $2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. Coverage must be purchased on a post 1998 ISO or equivalent form, including but not limited to coverage for the following: • Bodily injury including death and personal injury • Property damage • Fire legal liability (Not less than the replacement value of the portion of the premises occupied) • Products and completed operations The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: • For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." • The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. • Coverage for Licensee's (and Licensors) employees shall not be excluded • Waiver of subrogation B. Business Automobile Coverage insurance. This insurance shall contain a combined single limit of at least $2,000,000 per occurrence or claim, including but not limited to coverage for the following: • Bodily injury and property damage • Any and all motor vehicles including owned, hired and non -owned The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: • For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." • The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. • Motor Carrier Act Endorsement- Hazardous materials clean up (MCS-90) if required by law. C. Workers Compensation and Employers Liability insurance including but not 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 Workers Compensation insurance will not cover the liability of Licensee in states that require participation in state workers' compensation fund, Licensee shall comply with the laws of such states. If Licensee is self -insured, evidence of state approval must be provided along with evidence of excess workers compensation coverage. Coverage shall 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. The policy shall also contain the following endorsement which shall be indicated on the certificate of insurance: • Alternate Employer Endorsement D. Umbrella or Excess Policies In the event Licensee utilizes Umbrella or excess policies, these policies shall "follow form" and afford no less coverage than the primary policy. Page 1 of 2 T PLNVL/DRAiNAGE INS. 02/16/01 Form Approved, AVP-Law ' . I Other Requirements E. Punitive damage exclusion must be deleted, which deletion shall be indicated on the certificate of insurance. F. Licensee agrees to waive its right of recovery, and its insurers, through policy endorsement, agree to waive their right of subrogation against Licensor. Licensee further waives its right of recovery, and its insurers also waive their right of subrogation against Licensor for loss of its owned or leased property or property under its care, custody and control. Licensee's insurance shall be primary with respect to any insurance carried by Licensor. All waivers of subrogation shall be indicated on the certificate of insurance. G. All policy(ies) required above (excluding Workers Compensation) shall provide severability of interests and shall name Licensor as an additional insured. Severability of interest and naming Licensor as additional insured shall be indicated on the certificate of insurance. H. Prior to commencing the Work, Licensee shall fumish to Licensor original certificate(s) of insurance evidencing the required coverage, endorsements, and amendments. The certificate(s) shall contain a provision that obligates the insurance company(ies) issuing such policy(ies) to notify Licensor in writing of any cancellation or material alteration. Upon request from Licensor, a certified duplicate original of any required policy shall be furnished. I. Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. J. Licensee WARRANTS that this Agreement has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this Agreement and acknowledges that Licensee's insurance coverage will be primary. K. The fact that insurance is obtained by Licensee or Licensor on behalf of Licensee shall not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. Page 2 of 2 PLEAOC Form Approved, AVP-Law LONGITUDINAL WIRELINE ENCROACHMENT AGREEMENT Between Mile Posts 4.50, San Pedro Subdivision Location: Vernon, Los Angeles County, California Folder No: 2095-05 THIS AGREEMENT is made and entered into as of July 31, 2002, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (hereinafter the "Licensor), and CITY OF VERNON, a California municipal corporation, to be addressed at 4305 Santa Fe Avenue, Vernon, California 90058 (hereinafter the "Licensee'). IT IS MUTUALLY AGREED BY AND BETWEEN T13E PARTIES HERETO AS FOLLOWS: Article I. LICENSE FEE Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time license fee of SEVEN THOUSAND NINE HUNDRED SIXTY-TWO"DOLLARS ($7,962.00). Article H. 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 Licensor hereby grants to the Licensee the right to construct and thereafter, during the tern hereof, to maintain and operate one 66 feet of underground 16 kv wireline encroachment only (hereinafter the "Wireline') in the location shown and in conformity with the dimensions and specifications indicated on the attached print dated July 11, 2002 and marked Exhibit "A". Under no circumstances shall Licensee modify the use of the Wireline for a purpose other than the above mentioned, and said Wireline shall not be used 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 III. CONSTRUCTION, MAINTENANCE AND 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 herein and in Exhibit B, hereto attached. Article IV. IF WORK IS TO BE PERFORMED BY CONTRACTOR If a contractor is to do any of the work performed on the Wireline (including initial construction and subsequent relocation or substantial maintenance and repair work), then the Licensee shall require its contractor to execute the Licensor's form Contractor's Right of Entry Agreement. Licensee acknowledges receipt of a copy of Contractor's Right of Entry Agreement and understanding of its terms, provisions, and requirements, and will inform its contactor of the need to execute the Agreement. Under no circumstances will Licensee's contractor be allowed onto Licensor's premises without first executing the Contractoes Right of Entry Agreement. Article V. INSURANCE A. The Licensee, at its expense, shall obtain the insurance described in Exhibit B-1, hereto attached. The Licensee will also provide to the Licensor a Certificate of Insurance, identifying Folder No. 2095-05, issued by its insurance carrier confirming the existence of such insurance and that the policy or policies contain the following endorsement: UNION PACIFIC RAILROAD COMPANY is named as an additional insured with respect to all liabilities arising out of the existence, use or any work performed on or associated with the Vireline' located on Railroad right-of-way at Mile Post 4.500 on the San Pedro Subdivision, at or near Vernon, Los Angeles County, California. B. If the Licensee named in this Agreement is a public entity subject to any applicable statutory tort laws, the limits of insurance described in Exhibit B-1 shall be the limits the Licensee then has in effect inwhichis required by applicable current or subsequent law, whichever is greater, a portion of which may be self -insured with the consent and approval of the Licensor C. All insurance correspondence shall be directed to: Folder No. 2095-05 Union Pacific Railroad Company Real Estate Department 1800 Famam Street Omaha, NE 68102 Article VI. TERM. This Agreement shall take effect as of the date fiat herein written and shall continue in full force and effect until terminated as herein provided. Article VII. SPECIAL PROVISIONS —NONE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first herein written. UNION PACIFIC RAH.ROAD COMPANY By: Manager Contracts CITY OF VERNON By / Titl c LEONIS C. MAl UR�r ATTEST �T��. .._ BRUCEV. AP PD AS TO FORM: EDUARDO OLIVO, City Atto ey x _ 2 0 \ m 700 \ . 2 a e z LOSAyE�SE� o \ �• ,��� \��. '"s,n*2±E,Eof O�\ IAZ>- > § �k $s w \ co CJk �§ -q 0 \ 2 F $\ t 7$ § 2\ k 0 0 ; / x `� \)k �\ \k § §| j \ /} P £ I , z . Ct /® A| % ]7 9 WLE EXIT 98DI13 Form Aygoved, AW-L (a) The foregoing grant of right is subject and subordinate to the prior and continuing right and obligation of the Lcersor 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 wpelines, pipelines and other facilities upon, long a across arry or all pads of its property, dl 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 subod to all outstanding superior rights (Including those in favor of licensees and lessees of the Licensors 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. +_'T yr6S.T•1 (a) If the Wireline or any port thereof is to be located above the top of the roils of any track or communication and signal lines, Including static wires, overhead clearance provided by the Wireline shall be no less than that shown an Exhibit A- The Wireline shill be constructed operated, maintained, repaired renewed modified ad/or reconstructed by the Licensee in strict conformity with the Specifications prescribed in the current issue of the National Electrical Safety Code of the American National Standards Institute. In the event such Specifications conflict in ary respect with the requirements of any federal state or mumaipal law or regulation. such requirements shill govern on all points of conflict, but In all other respects the Specifications shall apply. (b) All work performed on property of the Licensor in connection with the construcficn, maintenance, repair, renewal, modification or reconstruction of the Wireline shall be done to the satisfaction of the Licensor. (c) If the Waeline is an existing one rot conforming in its construction to the above provisions of this Section 2 the Licensee shall, within ninety (90) days after the date hereof, reconstruct B so as to canform therewith (d) The Wireline shall be constructed, maintained and operated by the Licensee in such manner as not to be or constitute a hazard to aviation. With respect to the Wireline the licensee, without expense to the Lcensor, will comply with oil requirements of law and of public authority, whether federal, state or local, including but not limited to aviation authorities. (e) In the operation of the Wireline, the licensee shill not transmit electric current at a difference of potential in excess of the voltage indicated on Exhibit A. B the voltage indicated is in excess of seven hundred fifty (750) volts, and the Wireline is, or is to be, buried at any location on the property of the Licensor outside track ballast sections or roadbed the Licensee shall install metallic conduit or non-metallic conduit encased in a minimum of three (3) inches of concrete with a minimum of four (4) feel of ground cover the entire length of the Wnreline on the property of the licensor. A Wireline buried by removal of the soil shall have, at a depth of one 0) foot beneath the surface of the ground directly above the Wireline, a six (6) inch wide waning tape bearing the warning,'Danger-High Voltage; or equivalent wording. A Wireline encased in conduit, Jacked or bored under the property of the licensor. must be identified by placing waning signs, to be installed and properly maintained at the expense of the licensee, at each edge of the licensors property. The Licensee shall not utilize the signs in lieu of the warning tape where portions of the casing are installed by direct buriaL B an emergency should arise requiring immediate attention the licensee shall provide as much notice as practicable to Licensor before commencing arty 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 ccnslnuc6on, mamiteriance, repair, renewal, modification reconstruction relocation or removal of the Wirelim. All such work shall be prosecuted diligently to completion. Ws.exb P., i of4 Exhibit B WILE EXB 980112 Fwm Apdmved, AVPAl Section 4. LLU The Licensee shall bear the entire cost and expense incurred in connection with the construction, maintenance, repair and renewal and any and all modification, revision, relocation, removal or reconstruction of the Wirelirne, including any and all expense which may be incurred by the licensor in connection therewith for supervision or inspection. or otherwise. Section 5. Oe'r^'r'OBCQ.rr'"'T li_F1OCATION OR REMOVAL OF WR?Fl_1NF. (a) The license herein granted is subject to the needs and requirements of the licensor in the operation of its railroad and in the improvement and use of its property, and the Licensee shall, at the sole expense of the Licensee, reinforce or encase the Wireline (if it is an underground facility) to the satisfaction of the Licensor, or move all or any portion of the Wheline to such new location or remove the Wireline from such property, as the Licensor may designate, whenever in the furtherance of its needs and requirements, the Licensor shall find such action necessary a desirable. (b) Ail the terms, conditions and stipulations herein expressed with reference to the Wfrelfne an property of the Licensor in the location herembefore described sha4 so far as the Wireline remains an the property, apply to the Wireline as modified changed or relocated within the contemplation of this section .N RVT In the operation and maintenance of the Wveline the Licensee shall take all suitable precaution to prevent any interference (by induction, leakage of electricity, or otherwise) with the operation of the signal, communication lines or other installations or facilities of the Licensor or of its tenants: and if, at anytime, the operation or maintenance of the Wirefine results in arty electrostatic effects which the licensor deems undesirable a harmful, or causes interference with the operation of the signal, communication lines or other installations or facilities. as now, existing or which may hereafter be provided by the Licensor and/or its tenants, the Licensee shall, at the sole expense of the Licensee, immediately take such action as may be necessary to eliminate such interference. -TIT-TWA KIT; eAxyr OYPIr (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 at 1-800336-9193 (a 24-hour number) 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 telecommunications eompany(ies) involved, orrarnge for a cable localor, make arrangements for relocation or other protection of the fiber optic cable, all at licensee's expense, and will continence no work an the right of way until all such protection or relocation has been accomplished. licensee shall indemnify and hold the Licenses harmless from and against all costs, liability and expense whatsoever (including, without limitation. attorneys' fees, court costs and expenses) arising cut 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 m this Agreement, the Licensee shall indemnify and hold the Licensor harmless from and against all costs. liability and expense whatsoever (including. without limitation atiomeye fees, court costs and expenses) caused by the negligence of the licensee, its contractor, agents and/or employees, resulting in (1) any damage to ar destruction of any telecommunicaticiss system an License's property, and/or (2) arry injuryto or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees. on Ilcensor's property, except if such costs, liability or expenses ate caused solely by the direct active negligence of the Licensor. Licensee further agrees that t sha8 rot have or seek recourse against license for any claim or cause of action far alleged loss of profits or revenue or loss of service or other consequential damage to a telecommunication company using Licensors property or a customer or user of services of the fiber optic cable on Licences property. IT-M 19 - OjCllvrb`; (a) The Licensee shall fully pay far all materials joined or affixed to and labor performed upon property of the Licensor in connection with the construction, maintenance, repair, renewal modification or reconstruction of the Wrelineand shall not permit or suffer any mechanic's or malerialman's lien of any kind or nature to be enforced against the property far any work done or materials furnished thereon at the butane or request or on behalf of the licensee. The Licensee shall indemnify and hold harmless wlw.vb Page 2 or/ EWH B WLE EXIT 990112' Fw a Appoved, AW-Is the licensor against and from any and ail liens, claims. demand% 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 an account of the Wireline, to prevent the some from 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 maintenance of the Wireline or any improvement, appliance or fixture connected therewith placed upon such property, or on account of the licensees 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. ..��. Y • • • 1 • • ileCtla.6Ye):w-YY:P];ras11' In the event the Licensor authorizes the licensee to take down any fence of the Licensor or in any manner move or disturb any of the other property of the licensor in connection with the construction. maintenance, repair, renewal, modification, reconstruction relocation or removal of the Wfreline, then in that event the licensee shall, as soon as possible and at licensee's sole expense. restore such fence and other property to the same condition as the same were in before such fence was taken down or such other property was moved or disturbed, and the licensee shall indemnity and hold harness the licensor, its officers, agents and employees, against and from any and all liability, loss, damages, claims. demands, costs and expenses of whatsoever nature, including court costs and attorneys' fees, which may result from 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 cr arises from the taking down of any fence or the moving ar disturbance of any other property of the licensor. Section 10. (a) As used in this Section, licensor' includes other railroad companies using the licensor's property at or near the location of the licensee's installation and thew officers, agents, and employees; 'lDss' includes loss, damage, claims, demands, actions, causes of action penalties, costs, and expenses of whatsoever nature, including court costs and atlomeys• fees, which may result from: (a) injury to or death of persons whomsoever (including the licensofs 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, ar 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 the licensee agrees to indemnify 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 removal of the Wireline ar any part thereof; or 2. The presence, operation or use of the Wireline or contents escaping therefrom, except to the extent that the Loss is caused by the sole and direct negligence of the Lice[ssor. Section 11. REMOVAL OF VMULME UPON TERtAMMON OF AG Prior to the termfiration of this Agreement howsoever, the licensee shall, at licensee's sole expense, remove the Wireline from the property of the Licensor and restore such property to as good a condition as it was in before the Wireline was originally constructed all to the satisfaction of the Licensor. If the Licensee fails to do the foregoing, the licensor may perform the work of removal and restoration at the expense of the Licensee. The licensor shall not be liable to the licensee far any damage sustained by the licensee as a result of the removal of the Wuelme by the Licensor as in this section provided nor shall such action prejudice or impair any right of action far damages or otherwise that the Licensor may, at the time of such removal, have against the Licensee. wlcexb Pxxe 3 of4 &hibh B WLEMI11990112 ' Fain Aj vnd,AWAI- Section 12. WntV•nt !+�. 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 fn no way impair the right of the licensor to avail itself of orry remedy for any subsequent breach thereof. Section 13. TFWMINATION. (a) If the licensee does not use the right herein granted or the Wirehne for one (1) year, ar 9 the Licensee continues in default in the performance of arry covenant or agreement herein contained for a period of thirty (30) days alter written notice from the licensor to the licensee specifying such default, the Licensor may, at its option, forthwith immediately terminate this Agreement by written no0ce. (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 my 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 ar by mailing to the lost known address of the licenser. Termination of this Agreement for airy reason shall not affect arty of the rights or obligations of the parties hereto which may have accrued or liability. accrued or otherwise, which may have arisen prior thereto. Section 14. ACRPFT/Cbyl' NOT TO BE ASSIGNID. The Licensee shall not assign this Agreement, is whole or in part, or ary 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 volummy, by operation of lawor otherwise, without such consent in writing, shall be absolutely void and at the option of the licensor, shall teminate this Agreement. Section 15. SUCCESSORS AND ASStGNS. Subject to the provisions of Section 14 hered, this Agreement shall be hfrdmg upon and hire to the benefit of the parties hereto. their heirs, executors, administrators, successors and assigns. wle cxb Pegs 4 of4 Exhibit B PL UDRA1NAGE INS. 02I16101 Form Approved, AVP-Law EXHIBIT B-1 Union Pacific Railroad Company Insurance Provisions For Pipeline 1 Wireline I Drainage License Agreements Licensee shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance coverage: A. Commercial General Liability insurance. This insurance shall contain broad Cann contractual liability with a single limit of at least $2.000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. Coverage must be purchased on a post 1998 ISO or equivalent form, including but not limited to coverage for the following: Bodily injury including death and personal injury Property damage ment value of the portion of Me premises occupied) Fire legal liability (Not less than Me replace Products and completed operations The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: 'For purposes of this insuranoe, Union Pack Railroad payments related to the Federal Employers Liability AU or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law.' The exclusions for railroads (except where the Job site is more than fifty feet (W) from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. Coverage for Licensee's (and Licensors) employees shall not be excluded Waiver of subrogation B. Business Automobile Coverage insurance. This insurance shall contain a combined single limit of at least $2,000,000 per occurrence or claim, including but not limited to coverage for the following: Bodily injury and property damage Any and all motor vehicles including owned, hired and non -owned The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: 'For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law' The exclusions for railroads (except where the Job site is more than fifty feel (501 from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. Motor Carrier Act Endorsement. Hazardous materials clean up (MCS-90) if required by law. C. Workers C coo n at' n and Empl an Liability insurance including bud not 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 $5W,W0 each employee If Workers Compensation insurance will not cover the liability of Licensee in stales that require participation in state workers' compensation fund, Licensee shall comply with the laws of such slates. If Licensee is self -insured, evidence of state approval must be provided along with evidence of excess workers compensation coverage. Coverage shall include liability arising out of the U. S. Longshoremen's and Harbor Workers Act, the Jones Act, and the Outer Continental Shelf Land AU, if applicable. The policy shall also contain the following endorsement which shall be indicated on the certificate of insurance: Ahemate Employer Endorsement D. Umbrella or Excess Policies In the event Licensee utilizes Umbrella or excess policies, these policies shall 'follow form' and afford no less coverage than the primary Policy. Page 1 of 2 PLWIJDRAINAGE INS. 02116/01 Form Approved, AVP1aw Other Requirements E. Punitive damage exclusion must be deleted, which deletion shall be indicated on the certificate of insurance. F. Licensee agrees to waive its right of recovery. and Its insurers, through policy endorsement, agree to waive their right of subrogation against Licensor. Licensee further waives its right of recovery, and its insurers also waive their right of subrogation against Licensor for loss of its owned or leased property or property under its care, custody and control. Licensee's insurance shall be primary with respect to any insurance carried by Licensor. All waivers of subrogation shall be indicated on the certificate of insurance. G. All policy(ies) required above (excluding Workers Compensation) shall provide severability of interests and shall name Licensor as an additional insured. Severability of interest and naming Licensor as additional insured shall be indicated on the certificate of Insurance. H. Prior to commencing the Work, Licensee shall furnish to Licensor original certificate(s) of insurance evidencing the required coverage, endorsements, and amendments. The canificate(s) shall contain a provision that obligates the insurance company(ies) issuing such policy(ies) to notify Licensor In writing of any cancellation or material alteration. Upon request from Licensor, a certified duplicate original of any required policy shall be furnished. I. Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Beefs Insurance Guide Rating of A- and Class Vil or better, and authorized to do business in the state(s) in which the service is to be provided. J. Licensee WARRANTS that this Agreement has been thoroughly reviewed by Licensee's insurance agent(s)lbroker(s), who have been instructed by Licensee to procure the insurance coverage required by this Agreement and acknowledges that Licensee's insurance coverage will be primary. K. The fact that insurance is obtained by Licensee or Licensor on behalf of Licensee shall not be deemed to release or diminish the --ability of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. Page 2 of 2 WLX.DOC 940204 Form Approved, AVP-Lew WIRELINE CROSSING AGREEMENT Mile Post: 4.50, San Pedro Subdivision Location: Vernon, Los Angeles County, California Folder No: 2095-05 THIS AGREEMENT is made and entered into as of June 24, 2002, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, (hereinafter the "Licensor") and CITY OF VERNON, a California municipal corporation, to be addressed at 4305 Santa Fe Avenue, Vernon, California 90058 (hereinafter the "Licensee"). IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Article I. LICENSE FEE Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time licensefee of TWO THOUSAND THREE HUNDRED SIXTI'-NINE DOLLARS ($2,369.00). Article II. 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 Licensor hereby grants to the Licensee the right to construct and thereafter, during the term hereof, to maintain and operate one underground 16 kv wireline crossing only (hereinafter the "Wireline") in the location shown and in conformity with the dimensions and specifications indicated on the attached print dated June 12, 2002, marked Exhibit "A". Under no circumstances shall Licensee modify the use of the Wireline for a purpose other than the above - mentioned, and said Wireline shall not be used 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 M. CONSTRUCTION, MAINTENANCE AND OPERATION. The grant of right herein made to the Licensee is subject to each and all of the terms, provisions, conditions, limitations and covenants set forth herein and in Exhibit B, hereto attached. Article IV. IF WORK IS TO BE PERFORMED BY CONTRACTOR If a contractor is to do any of the work perforated on the Wireline (including initial contraction and subsequent relocation or substantial maintenance and repair work), then the Licensee shall require its contractor to execute the Licensor's forth Contractor's Right of Entry Agreement. Licensee acknowledges receipt of a copy of the Contractor's Right of Entry Agreement and understands its terns, provisions, and requirements, and will inform its contractor of the need to execute the Agreement. Under no circumstances will Licensee's contractor be allowed onto Licensor's premises without first executing the Contractor's Right of Entry Agreement. Winr4k l ic6Y11:7\ D y A. The Licensee, at its expense, shall obtain the insurance described in Exhibit B-1, hereto attached. The Licensee will also provide to the Licensor a Certificate of Insurance, identifying Folder No. 2095-05, issued by its insurance carrier confirming the existence of such insurance and that the policy or policies contain the following endorsement: UNION PACIFIC RAILROAD COMPANY is named as an additional insured with respect to all liabilities arising out of the existence, use or any work performed un or associated with the'Wireline' located on Railroad right-of-way at Mile Post 4.500 on the San Pedro Subdivision, at or near Vernon, Los Angeles Comty, California. B. If the Licensee named in this Agreement is a public entity subject to my applicable statutory tort laws, the limits of insurance described in Exhibit B-1 shall be the limits the Licensee then has in effect or which is required by applicable current cr subsequent law, whichever is greater, a portion of which may be self -insured with the consent and approval of the Licensor C. All insurance correspondence shall be directed to: Folder No. 2095-05 Union Pacific Railroad Company Real Estate Department 1800 Famam Street Omaha, NE 68102 Article VL TERM. This Agreement shall take effect as of the date first herein written and shall continue in full force and effect until terminated as herein provided. Article VII. SPECIAL PROVISIONS —NONE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first heroin written. UNION PACIFIC RAH.ROAD COMPANY By: Manager Contracts CITY OF VERNON ATTEST- itle Leonia C. Ma burg, Ma r BRUCE V. MALRENNORST, City Clerk APP:On AS TO FORM: fL EDUARDO OLIVO, City ey TOW 0r040 -G JLACE ARROW INDICATING NORTH V✓ REV. fi IE-9B DIRECTION RELATIVE TO CROSSING♦♦♦ P3 UNDERGROUND WIRELINE CROSSING OVER 750 VOLTS NOTE: ALL AVAILABLE DILENSIONS MUST BE NO SCALE GILLED IN TO PROCESS THIS APPLICATION. e � I Y n ?z E::A. " TDV&Rnlbr! y� .a 0° N4 Im W T. nHuNnA67ny NG AI;EE.b __ r Al"'.MON 1144 T11®LMFT. MITI. ANNE Opy5I., O .J AT III A {K• E D,JFTUS ® _FT. ' SIRA¢ i LBma I i I Fx j SFr L—I Nlxl 35 FT, ! �.IREIn i L 1. lif.,l,P MR I"E mTE R E n ' iVIA I i ® IML IN IL WE WHIC N � FI. MIES IfY1M LEHA.;�IEy4REP AL. PINEL IR.I 11 ILL HORIZONTAL DISTANCES TO BE 1EAWIRED AT RIGHT ANGLES FAM(L OF TRACK. ERCEPT AS NOTED. Faw.x ra FI44F f.mxc 21 ENCASE [OWLETELY PCRO9S OIIR R/B BNTN A RIGID 4ETILL I[ [dg111T OR L[Klx ,nx NNyC OF NOTALLA6 IC H WIDE IF ENCASED IN A 41NIYY OF l INCNE9 OF [dCRElF. (TROTH I IN A E O yIy 31 INSTALLS IrvFx 1110E WARNING LAPF FOOT SUM GRIM,, IRA DIRECTLY OVER ME IMOEROASGI FINGER L11F WENT LOCATED OW OM R/\ .V FIDE THE tRICR OVBALLASTRH O SE[TIpIizI b II IF WITHIN AREA OF MINRFpgIND SIGNAL FACILITIES SIGH AS FLASHING CROSSING i SI=S M R SWITCHE, TRACR SILXu S, fTG.CxE[R WITH SIdAL OEpMl4ExT. X DF� 0 BI SIOUL RERIE IN THE E WCl BE PgESEXI gMINO INSTALLATIOR IF RAILROAD SIGNALS ARE IN THE VICINITY OF CROSSING 01541p m, 61 41NIAREV. OF 50' FROM THE ENO OF ANY RAILROAD YNOGE, Q OF ANY CMVERT� .F Ti AALLLOWS LENFIXEDTOOBBJECTSpINCL4OE BACRWALLS OF BRIpLESI E OF ROAp [ROBSINOS e OVERHEAD CARRIERS IGIYE ROIB NNE", M E CLLYEMi BI CASING !"D CARRIER PIPE MIBi BE PLACED A YINIYY OF 2 FEET BELOW THE EYISTING FIPFR OPTIC CABLE. WY E.CAYIT IRA NEW WITNIM B TEST Cf THE EXISTING FIBEfl DPIIC CABLE YRT BE NANO DML EXHIBIT "A" AI IS MINDLIIE CROSSING WITHIN DEDICATED STREET ?_YE$I_NR Ire - .. my s,1 BI IL YES' NAME OF STREET Cl VOLTAGE TO BE CARRIED R TRACK UNION PACIFIC RAILROAD CO. Dl msrRAB ERAIOM LINE m rRnNs4IssIO1 LINE— SHN P.�Dj�(} r. EI III pgREM n�MUs EyML V.wl. �.l�i� FI SINGLE PHABE_TOREE PHASE�MO. OF CIRCUITS • • 1 I 61 ARE aPERArlxc cuB[xr ro raaMm AT FEED EIO AMPS M, P. M, S E, S. 2YOpus HI WX. OPERATING CURRENT TO LRtlRq AT LOAD EIO I3 WHAT TYPE OF FACILITY WILL LINE BE SERVINGS �,MF6 UNDERGROUND WI REL INS CROSSING JI IF SEPARATE CABLES ARE IISED, MAT IS THE AVG ENETM(E BEIWEEN CABLES? �T IF IF A NEW POWER SUBSTATION IS TO BE BUILT OR REVISED WITHIN 112 VILE OF RX, �%trwe y. Lis AN \�E �/E WHAT M MAX OPERATING CIAOENT rx0GRLYRO.-jLW.MPB FV nyFnnm A LI CASING SISTARCTYPE O BE INSTALLED TO O•ER-0/ i I W� F<AYTl ig C1ANESNi i0 LRFOIINp?_AMPS FOR `E T� YI "ROD OF INSTALL INL CASING PIP USER TRAg1 S"C H 'j5 T�iM1�\~ _DRY BORE A. JACK 1 T (q i E —rLNNEL; OTHER oDFIRJ L�u'�i° F7A TO§i7',Ul °Dance R¢pincEnAeNJ RR FILE N020 • OT DATE 6•/t•2bZ NI MEXDISTANEASURRED AT III ON ANGLESTI. TRACKQ/fiI. E130'OF B.1RAD "O JACkIXG PITH W A R N 1 N G DI APPL [CANT HAS CONTACTED 1-800-336-9193 II,A P. CtlYA1CAilON OfPYN1EM, AND NAS pfiEbllED GIBER OPTIC CABLE oAo.NAANY - r y GAH'TND AN OM fF GOES; ORES Xj NFY1Cl5Y OfOf k TO BE PEW ONEO. OF —. To n1.1. E.AME AND nENET Nud�LF)7y- EI C{lLJ Od /fF9THBP 7yiIF lippIZ LOCATION RF'"W"D"f MR, MBE' '-<Tyy1:9,9y SPUR I517PP,R6ri1y)AT,e41/iin-114-47s.4T-aF1nA1NL-hVE-ONdoa"vF114rW#Z)A1 NC) M ILFA-6(s OR Al ARitlW6S PR&.Fn/T ON �jp, BYTE. WLX.EXB 990112 Form Approved, AVP- EXHIBIT B Section 1. LMTATION AND SIIBORDM ON OF RIGHTS Rs (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. ma Wain, repair, renew, use, operate, change, modify or relocate railroad tracks, signal, communication, fiber optics, or other wuelines, 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 licenser's property, and others) and the right of the Licensor to renew and emend the same, and is made without covenant of title or for quiet enjoyment. Section 2. CONSTRNC170N MAA)TENANCE AND OPERATION. (a) If the Wireline or any part thereof ts to be located above the top of the rails of any hack or communication and signal lines, including static wires, overhead clearance provided by the Wireline shall be no less than that shown on Exhibit A The Wireline shall be constructed, operated, maintained, repaired, renewed, modified and/or reconstructed by the Licensee in strict conformity with the Specifications prescribed in the current issue of the National Electrical Safety Code of the American National Standards Institute. In the event such Specifications conflict in any respect with the requirements of any federal, state or municipal law or regulation, such requirements shall govern on all points of conflict, but in all other respects the Specifications shall apply. (b) AD work performed on property of the licensor in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wireline shall be done to the satisfaction of the Licensor. (c) If the Wireline is an existing one not conforming in its construction to the above provisions of this Section 2, the Licensee shall, within ninety (90) days after the date hereof, reconstruct it so as to conform therewith. (d) The Wireline shall be constructed, maintained and operated by the Licensee m such manner as not to be or constitute a hazard to aviation. With respect to the Wireline the Licensee, without expense to the licensor, will comply with all requirements of law and of public authority, whether federal, state or local, including but not limited to aviation authorities. (e) In the operation of the Wireline, the Licensee shall not transmit electric current at a difference of potential in excess of the voltage indicated on Exhibit A U the voltage indicated is in excess of seven hundred fifty (750) volts, and the Wirehne is, or is to be, buried at any location on the property of the Licensor outside track ballast sections or roadbed, the licensee shall install metallic conduit, or non-metallic conduit encased in a minimum of three (3) inches of concrete with a minimum of four (4) feet of ground cover the entire length of the Wireline on the property of the licensor. A Wirehne buried by removal of the sell shall have, at a depth of one 0) foot beneath the surface of the ground directly above the Wireline, a six (6) inch wide warning tape hearing the warning. 'Danger-f-ligh Voltage,' or equivalent wording. A Wireline encased in conduit, jacked or bored under the property of the licensor, must be identified by placing warning signs, to be installed and properly maintained at the expense of the Licensee, at each edge of the Lcensoi s property. The Licensee shall not utilize the signs in lieu of the warning tape where portions of the casing me installed by direct buried. Section 3. NOTICE OF COMMENCEMENT OF WORK 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 Wireline. All such work shall be prosecuted diligently to completion. wlxexb Page 1 of4 Exhibit B VILXEXB-980112 Farm APP.Wd, AVP-taw Section 4. LICENSEE TO BEAR ENTIRE MX E. The Licensee shall bear the entire cost and expense incurred in connection with the construction, maintenance, repair and renewal and any and all modification, revision, relocation, removal or reconstruction of the Wireline, including any and all expense which may be incurred by the Licensor in connection therewith for supervision or inspection, or otherwise. • ill • • �x f • i • • • • i:l • • rll' ]I 1 (a) The license herein granted is subject to the needs and requirements of the licensor in the operation of its railroad and in the improvement and use of its property, and the licensee shall, at the sole expense of the Licensee, reinforce or encase the Wireline (if it is an underground facility) to the satisfaction of the Licensor, or move all or any portion of the Wireline to such new location, as the Licensor may designate, whenever in the furtherance of its needs and requirements, the licensor shall find such action necessary or desirable. (b) All the terms, conditions and stipulations herein expressed with reference to the Wireline on property of the Licensor in the location hereinbefore described shall, so far as the Wireline remains on the property, apply to the Wireline as modified changed or relocated within the contemplation of thts section. Section 6. INTERFERENCE. In the operation and maintenance of the Wireline the licensee shall take all suitable precaution to prevent any interference (by induction, leakage of electricity, or otherwise) with the operation of the signal, communication lines or other installations or facilities of the licensor or of its tenants; and 9, at any time, the operation or matntenance of the Wirehne results in any electrostatic effects which the Licensor deems undesirable or harmful, or causes interference with the operation of the signal, communication lines or other installations or facilities, as now existing or which may hereafter be provided by the Licensor and/or its tenants, the Licensee shall, at the sole expense of the licensee, immediately take such action as may be necessary to eliminate such interference. 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 shall telephone the Licensor at 1-800-336-9193 (a 24-hour number) to determine 0 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 grange for a cable locator, make arrangements far relocation or other protection of the fiber optic cable, all at licensee's expense, and will commence no work on the right of way until all such protection or relocation has been accomplished. licensee shall indemnify and hold the licensor harmless from 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 Agreement, the licensee shall indemnify and hold the Licensor harmless from and against all costs, liability and expense whatsoever (including, without limitation, attomeye 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 telecommunications system on Licensors property, and/or (2) any injury to or death of any person employed by or on behalf of my telecommunications company, and/or its contractor, agents and/or employees, on Licences property, except if such costs, liability or expenses are caused solely by the direct active negligence of the Licensar. 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. •)_'I F lit •• ::•• g gq•• (a) The Licensee shall fully pay for all materials joined or affixed to and labor performed upon property of the Licensor in connection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wireline, and shall not permit or suffer any mechanic's or maerialman's hen 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. The licensee shall indemnify and .1. exb Page 2 of4 Exhibit B WLXE)3-980112 F—Approved, AW-law hold harmless the Licensor against and from any and all liens, claims, demands, costs and expenses of whatsoever nature in MY 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 Wireline, to prevent the same from 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 ar maintenance of the Wirelme or any improvement, appliance or fixture connected therewith placed upon such Property, or an 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 UCENSOR'S PROPERTY. In the event the Licensor authorizes the Licensee to take down any fence of the Licensor or in any manner move or disturb any of the other property of the Licensor in connection with the construction, maintenance, repair, renewal. modification, reconstruction. relocation or removal of the Whelme. then in that event the Licensee shall, as soon as possible and at Licensee's sole expense, restore such fence and other property to the same condition as the same were in before such fence was taken down or such other property was moved or disturbed, and the Licensee shall indemnify and hold harmless the Licensor, its officers, agents and employees, against and from any and all liability, loss, damages, penalties, claims, demands, costs and expenses of whatsoever nature, including court costs and attorneys' fees, which may result from 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 taking down of any fence or the moving or disturbance of any other property of the Licensor. Section to. IIJDEMNITY. (a) As used in this Section, 'licensor' includes other railroad companies using the Licensors property at or near the location of the Licensee's installation and their officers, agents, and employees; Ims* 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 Licensar's officers, agents, and employees, the Licensees officers. agents, and employees, as well as any other person); and/or (b) damage to or loss or destruction of property whatsoever (including Licensees property, damage to the roadbed, tracks, equipment, or other property of the Licensor, or property in its core or custody). (b) As a major inducement and in consideration of the license and permission herein granted, the Licensee agrees to indemnify and hold harmless the Licensor ham my Loss which is due to or anses from: 1. The prosecution of any work contemplated by this Agreement including the installation, construction, maintenance, repair, renewal, modification, reconstruction, relocation, or removal of the Wirelme or my part thereof; or 2. The presence, operation, or use of the Wireline or electric current conducted thereon or escaping therefrom, except to the extent that the Loss is caused by the sole and direct negligence of the Licensor. Section I I. REMOVAL OF WIFUMM UPON TERMINATION OFAG F'f'MFnI'1'. Prim to the termination of this Agreement howsoever, the Licensee shall, at licensees sole expense, remove the Wireline from the property of the licensor and restore such property to as good a condition as it was in before the Wireline was originally constructed, all to the satisfaction of the Licensor. If the licensee fails to do the foregoing, the Licensor may perform the work of removal and restoration at the expense of the Licensee. The Licensor shall not be liable to the licensee for any damage sustained by the Licensee as a result of the removal of the Wheline by the Licensor as in this section provided, nor shall such action prejudice or impair my right of action far damages or otherwise that the Licensor may, at the time of such removal, have against the licensee. ,Ax.exb Psge 3 ofi Exhibit 6 W X.M- 980112 Form Aptsvvix, AVPdaw Section 12. WAIVES OF 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 Wireline 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 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 staled 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 lost 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 liability, accrued or otherwise, which may have arisen prior thereto. Section 14. AGREEMENT NOT TO BE ASSIGN®. The Licensee shall not assign this Agreement, in whole cr in pan, 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, cd 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. wlx,.b Pogo 4.f4 Exhibit B PLtVVUDFAINAGE INS. O2116/01 Form Approved, A`'P-Law EXHIBIT B-1 Union Pacific Railroad Company Insurance Provisions For Pipeline / Wireline / Drainage License Agreements Licensee shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance coverage: A. Commercial General Liability insurance. This insurance shall contain broad form contractual liability with a single limit of at least $2,000,0D0 each occurrence or claim and an aggregate limit of at least $4,000,000. Coverage must be purchased on a post 1998 ISO or equivalent form, including but not limited to coverage for the following: • Bodily injury including death and personal injury • Property damage • Fire legal liability (Not less than the replacement value of the portion of the premises occupied) • Products and completed operations The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." The exclusions for railroads (except where the Job site is more than fifty feet (59) from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. • Coverage for Licensee's (and Licensor's) employees shall not be excluded • Waiver of subrogation B. Business Automobile Coverage insurance. This insurance shall contain a combined single limit of at least $2,000,000 per occurrence or claim, including but not limited to coverage for the following: • Bodily injury and property damage • Any and all motor vehicles including owned, hired and non -owned The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance: • "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a Union Pacific Wage Continuation Program or similar programs am deemed not to be either payments made or obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or similar law." • The exclusions for railroads (except where the Job site is more than fifty feet (50') from any railroad including but not limited to tracks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. • Motor Carder Act Endorsement- Hazardous materials clean up (MCS-90) A required by law. C. Workers Compensation and Employers Liability insurance including but not 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 Workers Compensation insurance will not cover the liability of Licensee in states that require participation in state workers' compensation fund, Licensee shall comply with the laws of such stales. If Licensee is self -insured, evidence of state approval must be provided along with evidence of excess workers compensation coverage. Coverage shall include liability arising out of the U. S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shah Land Act, if applicade. The policy shall also contain the following endorsement which shall be indicated on the certificate of insurance: • Alternate Employer Endorsement D. Umbrella or Excess Policies In the event Licensee utilizes Umbrella or excess policies, these policies shall 'follow form" and afford no less coverage than the primary policy. Page 1 of 2 i t PL WUGFAiNAGE INS. 0V16101 Form Approved, AVP-Law Other Requirements E. Punitive damage exclusion must be deleted, which deletion shall be indicated on the certificate of insurance F. Licensee agrees to waive its night of recovery, and its insurers, through policy endorsement, agree to waive their right of subrogation against Licensor. Licensee further waives its night of recovery, and its insurers also waive their right of subrogation against Licensor for loss of its owned or leased property, or property under its care, custody and control. Licensee's insurance shall be primary with respect to any insurance carried by Licensor. All waivers of subrogation shall be indicated on the certificate of insurance. G. All policy(ies) required above (excluding Workers Compensation) shall provide severability of interests and shall name Licensor as an additional insured. Severabllity of interest and naming Licensor as additional insured shall be indicated on the certificate of Insurance. H. Prior to commencing the Work, Licensee shall furnish to Licensor original certificate(s) of insurance evidencing the required coverage, endorsements, and amendments. The certificate(s) shall contain a provision that obligates the insurance company(ies) issuing such policy(ies) to notify Licensor in writing of any cancellation or material alteration. Upon request from Licensor, a certified duplicate original of any required policy shall be furnished. I. Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or with a current Besfs Insurance Guide Rating of A. and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. J. Licensee WARRANTS that this Agreement has been thoroughly reviewed by Licensee's insurance agent(s)/broker(s), who have been instructed by Licensee to procure the insurance coverage required by this Agreement and acknowledges that Licensee's insurance coverage will be primary. K. The fact that insurance is obtained by Licensee or Licensor on behalf of Licensee shall not be deemed to release or diminish the liability of Licensee, including. without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Licensor shall not be limited by the amount of the required insurance coverage. Page 2 of 2