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Union Pacific Railroad Company - 2024-08-09 (2)
\NTINGT 2000 Main Street, o fio 9 ; 4'� Huntington ton Beach, CA 92648 U _= City of Huntington Beach - Q APPROVED 7-0 .rQz File #: 24-579 MEETING DATE: 9/17/2024 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Eric G. Parra, Interim City Manager VIA: Chau Vu, Director of Public Works PREPARED BY: John Nguyen, Senior Traffic Engineer Subject: Approve and authorize execution of Wireline Crossing Agreement with the Union Pacific Railroad Company for the installation of traffic signal communication conduit on Edinger Avenue (CC-1613) and appropriation of funds Statement of Issue: On September 8, 2020, the City Council approved a cooperative agreement with the Orange County Transportation Authority (OCTA) to design and construct a traffic signal communication project along Edinger Avenue between the intersection of Bolsa Chica Street and Newland Street. This project includes the installation of a traffic signal communication conduit under the Union Pacific Railroad (UPRR) tracks at Center Avenue, which will require the execution of a Wireline Crossing Agreement with the Union Pacific Railroad Company. Financial Impact: The Agreement assesses a one-time fee of$14,950. The total estimated project cost is $6.2 million, which includes work in Huntington Beach, Westminster, Fountain Valley, and Santa Ana. The City's participation in the project was authorized by the City Council as part of the OCTA cooperative agreement approved on September 8, 2020. The overall City financial commitment to the project is $95,000, which includes the City's portion of the $14,950 to Union Pacific. This represents 4.5% of the $2.1 million of work within the City and was approved with the prior City Council action. The Wireline Agreement charges were included in the OCTA Project P funding approved on September 8, 2020, and therefore no additional funding is requested as part of this action. Due to the 405 widening project, this project was delayed considerably. Consequently, staff is requesting that Council reappropriate the City's original costs to Air Quality Management District (AQMD) fund account 20190008.82700. Recommended Action: A) Approve and authorize the Mayor and City Clerk to execute a "Wireline Crossing Agreement, Mile Post: 519.28, Stanton Industrial Lead Subdivision, Location: Huntington Beach, Orange County, City of Huntington Beach //� �z Page 1y !9i/ /%�,� tJ1r? ? 1EI off 33 Printed on 9//11/2024 /2/4/.2`/ Dz. /,A- vvf/ / (7 . File #: 24-579 MEETING DATE: 9/17/2024 California" between the Union Pacific Railroad Company and the City of Huntington Beach; and, B) Appropriate $95,000 to AQMD fund account 20190008.82700. Alternative Action(s): Do not approve the recommended actions and direct staff accordingly. Analysis: The City applied for and subsequently received grant funding for the Regional Traffic Signal Synchronization Program under Project P with the Orange County Transportation Authority (OCTA). The corridor improvements will be on Edinger Avenue from Bolsa Chica Street to Newland Street within Huntington Beach and extends east into the cities of Westminster, Fountain Valley, and Santa Ana as part of a comprehensive traffic signal operations improvement project. The project includes the improvement of traffic signal equipment, fiber optic cables, and the installation of traffic signal communication conduit in order to establish direct communication between the signals along Edinger Avenue and the city's Traffic Management Center located in City Hall, as well as updates to signal timing and coordination along the corridor. In order to complete this work, a conduit must be installed under the Union Pacific Railroad tracks on Edinger Avenue between Gothard Street and Fortuna Lane to allow for the installation of the fiber optic communications east of the railroad tracks. A cooperative agreement between the City of Huntington Beach and OCTA for the design and construction was approved by the City Council on September 8, 2020. In order to construct the traffic signal communication conduit under the railroad tracks, a Wireline Crossing Agreement must be executed with the Union Pacific Railroad Company. This agreement defines the construction requirements, legal requirements, and fees assessed by the UPRR. The agreement assesses a one- time fee of$14,950, which will be covered under the OCTA Project P grant funding. The total estimated project cost within Huntington Beach is $2.1 million and was authorized by the City Council as part of the cooperative agreement on September 8, 2020. The Wireline Crossing Agreement charges were included in the project funding approved on September 8, 2020. Due to delays in the project, staff is requesting that Council reappropriate $95,000 to AQMD fund account 20190008.82700. Environmental Status: This action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Strategic Plan Goal: Non Applicable - Administrative Item For details, visit www.huntingtonbeachca.gov/strategicplan. City of Huntington Beach Page 2 of 3 Printed on 9/11/2024 poweretN,Legistar1' File #: 24-579 MEETING DATE: 9/17/2024 Attachment(s): 1. Project Location Map 2. Wireline Crossing Agreement, Mile Post: 519.28, Stanton Industrial Lead Subdivision, Location: Huntington Beach, Orange County, California 3. Powerpoint City of Huntington Beach Page 3 of 3 Printed on 9/11/2024 powere4Q LegistarM I 1 -94, 4PN I_ .0, GO U) BOLSA AVE. PROJECT LOCATIONS QI id 14 1(7;Mc FADDEN AVE.UI UPRR CROSSING I H EDINGER z _ AVE. N 1 . , y z J Q J U) U) o > A) p o m Q HEILg Q —= AVE. m \L- m Z 0' Z Z H >- 0 N 0 E a 1-1-1p N a WARNER w .o p AVE. / p '•0 SLATER v AVE. 9C'� m 405 TALBERT AVE. PACIFIC ELLIS AVE. CIO GARFIELD m _ _ AVE. SI , 2, ,. id 1 1--: a. • . \ • l'� YORKTOWN AVE. OCEAN N ADAMS AVE. iil c \ INDIANAPOLIS AVE. cn Et F I Q ��� NTA zw J o = J_,n ATLA ¢< AVE. • .. Q Z m§ D .� IA HAM LTON AVE. m 4'!yy BANNING • AVE. CITY OF HUNTINGTON BEACH * PUBLIC WORKS * TRAFFIC ENGINEERING ...djenPROJECT LOCATION MAP ATTACHMENT P EDINGER AVENUE UNION PACIFIC CONDUIT CROSSING 1 404 J Nguyen, John From: Alicia Yang <ayang@octa.net> Sent: Wednesday, December 4, 2024 11:03 AM To: Nguyen,John Cc: Anup Kulkarni Subject: Edinger RTSSP: Union Pacific Railroad Permit Good Morning,John. Thank you and your team for your efforts in preparing the Wireline Crossing Agreement with the Union Pacific Railroad Company as requested by our consultant team to address the potential conduit issue on the Edinger Avenue Regional Traffic Signal Synchronization Program Project. Due to your continued support and proactive engagement,the underlying issue was resolved without needing to proceed with a permit process and wireline crossing agreement.Your professionalism and dedication have been instrumental in reaching this outcome,and we deeply appreciate the time and expertise you've devoted to resolving this issue. Please do not hesitate to reach out if there is anything we can do to support your work in the future. Alicia Alicia Yang, PE Senior Project Manager Regional Modeling and Traffic Operations T: (714)560-5362 OCTA E: avanq a(�.octa.net i www.octa.net/ 600 S Main St. i Orange, CA 92868 f The information in this e-mail and any attachments are for the sole use of the intended recipient and may contain privileged and confidential information. If you are not the intended recipient, any use,disclosure, copying or distribution of this message or attachment is strictly prohibited. If you believe that you have received this e-mail in error, please contact the sender immediately and delete the e-mail and all of its attachments. Switzer, Donna From: Nguyen, John Sent: Wednesday, December 4, 2024 11:08 AM To: Switzer, Donna Subject: RE: 9/17/24 CC Mtg - Union Pacific Railroad Wireline Crossing Agmt Attachments: OCTA Resolution without Wireline Agreement Edinger TSSP Email.pdf Follow Up Flag: Follow up Flag Status: Flagged Hello Donna, I just received an email from OCTA regarding that the project was able to be resolved for the conduit situation by repairing the conduit out of the Union Pacific right of way and no longer requires OCTA and the City of Huntington Beach to pursue for the Wireline Agreement with Union Pacific. Please see attachment email letter for your reference. Thank You, John Nguyen, P.E. Senior Traffic Engineer Department of Public Works Office:(714)536-5247 John.nquven(c surfcity-hb.orq EB © 00 CITY OF HUNTINGTON BEACH 2000 Main Street,Huntington Beach,CA 92648 From:Switzer, Donna <Donna.Switzer@surfcity-hb.org> Sent:Tuesday, November 5, 2024 4:47 PM To: Nguyen,John <John.Nguyen@surfcity-hb.org> Subject:9/17/24 CC Mtg- Union Pacific Railroad Wireline Crossing Agmt Hi John, I wanted to follow up on this item that was presented to City Council on September 17th—Have you received a fully executed copy of the Wireline Crossing Agreement from Union Pacific yet? If so, may I please have a copy? Thank you, Donna Switzer, CMC //0004t ' Senior Deputy City Clerk J City of Huntington Beach,City Clerk's Office W: (714)374-1649 1 Wireline Crossing 051918 Project No.0797645 Last Modified:05/19/18 Form Approved,AVP-Law WIRELINE CROSSING AGREEMENT Mile Post: 519.48,Stanton Industrial Lead Subdivision Location:Huntington Beach,Orange County,California THIS AGREEMENT ("Agreement") is made and entered into as o' August 9, 2024, ("Effective Date") by and between UNION PACIFIC RAILROAD CO ANY, a Delaware corporation,("Licensor")and CITY OF HUNTINGTON BEACH,a ,to be •ddressed at 2000 Main Street,Huntington Beach,California 92648("Licensee"). IT IS MUTUALLY AGREED BY AND BETWEEN THE PART . HERETO AS FOLLOWS: - Article 1. LICENSOR GRANTS RIGHT. A. In consideration of the license fee to be paid by 'censee set forth below and in further consideration of the covenants and agreements to be perfo u s ed by Licensee,Licensor hereby grants to Licensee the right to construct and thereafter, during th term hereof, maintain and operate one (1) underground fiber optic wireline crossing only,inclu•' : any appurtenances required for the operation of said wireline(collectively,"Licensee's Facilities") -cross Licensor's real property,trackage,or other facilities located in Huntington Beach, Orange Co .sty, State of California("Railroad Property"). The specific specifications and limited purpose for Lic-nsee's Facilities on,along,across and under Railroad Property are described in and shown on the : ' t and Specifications dated 262024-08-09, attached - hereto as Exhibit A and made a part hereof. B. Licensee represents and warran : that Licensee's Facilities will (i) only be used for one (1) underground fiber optic wireline cross'2 g and(ii)not be used for any other purpose,whether such use is currently technologically possible or whether such use may come into existence during the life of this Agreement. C. Licensee acknowledg-. that if it or its contractor provides Licensor with digital imagery depicting Licensee's Faciliti= ("Digital Imagery"), Licensee authorizes Licensor to use the Digital Imagery in preparing Exhi• t A.Licensee represents and warrants that through a license or otherwise, it has the right to use th= Digital Imagery and to permit Licensor to use the Digital Imagery in said manner. D. Under no c',cumstances shall Licensee modify Licensee's Facilities or add additional wirelines to the conduit(s) f any, or allow any third-parties to modify Licensee's Facilities or add additional wirelines to the onduit(s),if any,without Licensor's prior review and approval,which may be withheld in Licensor' , sole discretion. Any application to modify Licensee's Facilities or add additional wirelines t. e conduit(s)shall be made in accordance with Licensor's then-current wireline crossing applicatio procedures. Artic,. 2. LICENSE FEE. Upon execution of this Agreement,the Licensee shall pay to the Licensor a one-time License ee of Fourteen Thousand Nine Hundred Fifty Dollars($14,950.00). Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha,Nebraska 68179-1690 fx.(402)501-0340 Article 3. TERM. This Agreement shall take effect as of the Effective Date first herein written and shall co sue in full force and effect until terminated as provided in the "TERMINATION; REMOV:l OF LICENSEE'S FACILITIES" Section of Exhibit B. Article 4. LICENSEE'S COMPLIANCE WITH GENERAL TERMS. Licensee represents and warrants that all work on Licensee's Facilities perf, Is ed by Licensee or its contractors will strictly comply with all terms and conditions set forth erein, including the General Terms and Conditions,attached hereto as Exhibit B and made a part h- eof. Article 5. INSURANCE. A. During the term of this Agreement,Licensee shall fully co Is s ly or cause its contractor(s)to fully comply with the insurance requirements described in Exhibit C attached hereto and made a part hereof. Upon request only,Licensee shall send copies of all insuran'e documentation(e.g.,certificates, endorsements,etc.).to Licensor at the address listed in the"NO 'ES" Section of this Agreement. B. If Licensee is subject to statute(s)limiting its ins• ance liability and/or limiting its ability to obtain insurance in compliance with Exhibit C of this Ai.eement,those statutes shall apply. Article 6. DEFINITION OF LICENSEE. For purposes of this Agreement, all refer-i ces in this Agreement to Licensee will include Licensee's contractors, subcontractors, officers, •,ents and employees, and others acting under its or their authority(collectively,a"Contractor").If• Contractor is hired by Licensee to perform any work ,on Licensee's Facilities(including initial cons ction and subsequent relocation,maintenance, and/or repair work),then Licensee shall provide a •spy of this Agreement to its Contractor(s)and require its Contractor(s)to comply with all terms and onditions of this Agreement,including the indemnification requirements set forth in the "INDE ! TY" Section of Exhibit B. Licensee shall require any Contractor to release,defend,and inde's 'fy Licensor to the same extent and under the same terms and conditions as Licensee is required to 'elease,defend,and indemnify Licensor herein. Article 7. ATTORNEYS' ' ES EXPENSES AND COSTS. If litigation or other c' action or similar adjudicatory proceeding is undertaken by Licensee or Licensor to enforce its ri is under this Agreement,all fees,costs,and expenses,including,without limitation, reasonable atto eys' fees and court costs, of the prevailing Party in such action, suit, or proceeding shall be re'is nursed or paid by the Party against whose interest the judgment or decision is rendered.The provisio' of this Article shall survive the termination of this Agreement. Article 8. W:/ R OF BREACH. The w•' er by Licensor of the breach of any condition,covenant or agreement herein contained to be kept, o. erved and performed by Licensee shall in no way impair the right of Licensor to avail itself of an remedy for any subsequent breach thereof. Article,'. ASSIGNMENT. / A. Licensee shall not assign this Agreement,in whole or in part,or any rights herein granted, / out the written consent of Licensor, which must be requested in writing by Licensee. Any r signment or attempted transfer of this Agreement or any of the rights herein granted, whether voluntary,by operation of law,or otherwise,without Licensor's written consent,will be absolutely void Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha,Nebraska 68179-1690 fx.(402)501-0340 and may result in Licensor's termination of this Agreement pursuant to the "TERIAINATIO REMOVAL OF LICENSEE'S FACILI11mS" Section of Exhibit B. B. Upon Licensor's written consent to any assignment,this Agreement will be b',$i g upon and inure to the benefit of the parties thereto, successors, heirs, and assigns, ex 'utors, and administrators. Article 10. SEVERABILITY. Any provision of this Agreement which is,determined by a court of ompetent jurisdiction to -- be invalid or unenforceable shall be invalid or unenforceable only to the e ent of such determination, which shall not invalidate or otherwise render ineffective any other pro 'sion of this Agreement. Article 11. NOTICES. Except Licensee's commencement of work notice(s)r-.uired under Exhibit B,all other notices required by this Agreement must be in writing, and(i) pe onally served upon the business address listed below ("Notice Address"), (ii) sent overnight via -xpress delivery by a nationally recognized overnight delivery service such as Federal Express Co •oration or United Parcel Service to the Notice Address,or(iii)by certified mail,return receipt re. ested to the Notice Address. Overnight express delivery notices will be deemed to be given upon -ceipt. Certified mail notices will be deemed to be given three(3)days after deposit with the Unite. States Postal Service. If to Licensor: Union Pacific Railroad Co any Attn:Analyst-Real Esta - Utilities(Project Number:0797645) • 1400 Douglas Street, : 1690 Omaha,Nebraska 68 9 If to Licensee: CITY OF GTON BEACH 2000 Main Str- t Huntington :-ach,California 92648 IN WITNESS '. REOF,the parties hereto have caused this Agreement to be executed as of the date first herein - 'tten. UNION PACIFI' RAILROAD COMPANY CITY OF HUNTINGTON BEACH By: By: ` Q Craig Benson Name Printed: Gracey Van Der Mark Manager Real Estate Title: Mayor C ' Y OF HUNTINGTON BEACH Y• Name Printed: Robin Estanislau APPROVED AS TO FOR Title: City Clerk 6 MICHAEL E.GATES CITY ATTORNEY CITY OF HUNTINGTON BEACH Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha,Nebraska 68179-1690 fx.(402)501-0340 ' PLACE ARROW INDICATING NORTH "' - ' • DIRECT RELATIVE, TO CROSSING; . � NU , G•R N WI ELIN CROSSING SIN.O da➢® VOLTS, R. iiSS FORM iJ, OAD "F NOTE: ALL AVAILABLE DIMENSIONS MUST BE REV' 10-26-20. FILLED IN TO PROCESS THIS APPLICATION. www.upmco NO SC' LE • :(GH.LE.OAL,SLf.gytY,1_INE,' WHERE APPLICABLE. . .• LINE SECTLON—r TOWNSHIP—,RANGE--, MERIDIAN a .0.® _ HP'S'Pr;µ. lk _t ' .2521 FT. ►-i 2759 FT.FT. rill 45 . — i . ;FT. .1 TQ1NEAREST R.R: TOWN/ '_� y' (:ANCt,£ OF CROSSING) c'� TO.. 1 -fL MA IN TRACK I INEAREST R.R. TOWN) I I 1 1 ,1: . 1 1 1 .F 1 ;I '`I 1 1. 1 1 1 1 t YY ; ; ; 1 I. P 111 1 1 1 I 1 \`.. Edinger Ave CR. / (CESCR IBE-FI KED..OBJECT) , (DES.P.1 BE FIXED'OP,JECY) (ES:1117+90) 15 FT. 1• Lat:33.730155 < :(O15TANCE ALONG TRACK FROMF EC IEIN LINE CIiOS51NO) (p;OTE: AT OCATR NRUUEO'SEPC1 TAOLNLS !O SIANGE. Long:-117.998128 P.R.5 RAY.. TO A'LEGAL:SURVEY LINE.15 REOJ_6RED) _ 4 155 FT:. —1.a- 0 FT. ►1[, 15 Ft.. t"Z I I 0AIN. DISC ,i SURFACE I . . • . „...-SUBGRADE 1 • ROADBED. • . 6.5I FT. \ . l S.4I FT: FT. ® 1 c![RELINE {. 1 .-CASING •1PE 1 i • I 30 FT: >1 •1-' 30 FT. 60 FT. FORMULA TO FIGURE CASING. 1 > LENGTH WITH ANGLE OF • ,i - --- 60.00'FT. -- - - ---> CROSSING OTHER THAN 9O^ NOTES I LEASING LENC,N WHEN.MEASOREO ALONG PIPELINE.) i� e 'SINlA' B '+c. M1 N.D[S T: 4. EXHIBIT "A". .JFoR.RA ILRDAD USE DNLY-DP Him-'SPITE IN THIS.BPXI . A) TYPE WIRELINE CROSSING: FIBER OPTIC UNION PACIFI'.0 RAILROAD CO. : B). VOLTAGE TO BE CARRIED' UNDER TRAC ' 0 NO: OF'WIRES I C1 CAS I NG TYPE. TO. BE INSTALLED 6"STEEL CONTAINING 3"PVC SCH 80 Stanton Ind.Ld. MEDCr[S[DH) D)' 'METHOD OF INSTALLING CASING P 'PE"UNDER TRACK(SI: ('WET BORE NOT PERMITTED):; CRY BORE AND JACK M. Pe 519.48 E.S. 1117+45 E): DISTANCE FROM CENTER LINE *F. TRACK "TO NEAR FACE OF BORING' AND UNDERGROUND W'I.REL`PNE' CROSSING. JACKING. PITS WHEN 'MEASUR • AT RIGHT. ANGLES TO TRACK 30 ' CSO+ MIII,I HUNTINGTON BEACH ORANGE CA L. ... . .. S,SNZEST RI$TAT iota [GDLWTTI rO ATE3 F) DISTANCE TO NEAREST' Re D CROSSING WITH SIGNAL LIGHTS OR: GATES FOR CIF LESS THAN ONE E)' 15 CITY OF HUNTINGTON BEACH 'DI AP.PLLCANT HAS CONT CTED I-BOO-336-9,F93, IAPY4ICAO) U P. COMMLLN[CAT'I�N DEPARTME • NT, AND HAS DETERMINED FIBER RR F ILE NOo 0797645 QATE 8/9/2024 OPTIC CABLE r EXIST IN VI'CINTY OF WAR N I. N G' WORK TO BE RE, .ORMED. TICKET NO:_ IN ALL OCCASI.ONS) U. P. COM/UNICAT.IONS • DEPARTMENT MUST 0E CONTACTED IN.ADVANCE OF'ANY BURK to DETERMINE E.*ISTENCE AND LOCATION.OF FIBER OPTIC CABLE. PHONE I I-BOD-336-9103. Form Approved,AVP-Law Updated 051918 EXHIBIT B GENERAL TERMS AND CONDITIONS Section 1. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED. A. The foregoing grant is subject and subordinate to the prior and contin ' g right and obligation of Licensor to use and maintain its entire property including the right and p. ' er of Licensor to construct,maintain,repair,renew, use, operate, change, modify or relocate railr,ad tracks, signal, communication,fiber optics,or other wirelines,pipelines and other facilities upo , along or across any or all parts of its property, all or any of which may be freely done at any tim- or times by Licensor without liability to Licensee or to any other party for compensation or damag . B. The foregoing grant is also subject to all outstanding s .erior rights (including those in favor of licensees and lessees of Railroad Property)and the right • Licensor to renew and extend the same, and is made without covenant of title or for quiet enjo i..ent. It shall be Licensee's sole obligation to obtain such additional permission, license and gr.s necessary on account of any such existing rights. Section 2. ENGINEERING RE I UIREMENTS• P" • I TS. A. Licensee's Facilities will be design. constructed, operated, maintained, repaired, renewed,modified,reconstructed,removed, or ab• •oned in place on Railroad Property by Licensee or its contractor to Licensor's satisfaction and strict conformity with: (i) Licensor's current engineering standards and specifications,inclu.;.g those for aerial marker balls,shoring and cribbing to protect Licensor's railroad operations an. facilities ("UP Specifications"), except for variances approved in advance in writing by Licens• 's Assistant Vice President Engineering—Design or its authorized representative("UP Enginee ''_Representative");(ii)such other additional safety standards as Licensor, in its sole discretion, elec : to require, including, without limitation, American Railway Engineering and Maintenance-of-Wa 'Association("AREMA")standards and guidelines(collectively, "UP Additional Requirements"); . d (iii) all applicable laws, rules, and regulations, including any applicable Federal Railroad A. inistration, Federal Energy Regulatory Commission, and Federal Aviation Administration regul, ions and enactments (collectively, "Laws"). If there is any conflict between UP Specifications, i' Additional Requirements,and Laws,the most restrictive will apply. B. If Licens'e's Facilities will be located underground,Licensee shall keep the soil over Licensee's Facilities I•roughly compacted, and maintain the grade over and around Licensee's Facilities even with i- surface of the adjacent ground. C. 'censee shall not transmit electric current from Licensee's Facilities at a difference of potential in exc.. s of the voltage indicated on Exhibit A. If the voltage indicated is in excess of seven hundred fifty olts (750V), and Licensee's Facilities will be buried at any location outside of track ballast or ro..dbed on Railroad Property,Licensee shall install metallic conduit,or non-metallic conduit encased•' - minimum of three inches(3")of concrete with a minimum of four feet(4')of ground cover the en' - length of Licensee's Facilities. Any of Licensee's Facilities buried by removal of soil shall have, a depth of one foot(I')beneath the surface of the ground directly above Licensee's Facilities, wi a six inch(6")wide warning tape labeled"Danger-High Voltage" or equivalent wording.Any of L ensee's Facilities encased in conduit,jacked, or bored under Railroad Property must be identified 'th warning signs("Warning Signs")at each edge of Railroad Property,to be installed and properly maintained at Licensee's cost and expense. Licensee shall not utilize Warning Signs in lieu of the warning tape where portions of the casing are installed by direct burial. Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha,Nebraska 68179-16901x.(402)501-0340 D. If needed, Licensee shall secure, at Licensee's sole cost and expense, any and all necessary permits required to perform any work on Licensee's Facilities: Section 3. NOTICE OF COMMENCEMENT OF WORK;EMERGENCIES. A. Licensee and its contractors are strictly prohibited from commencing any work associated with Licensee's Facilities without Licensor's written approval that the work will be in strict compliance with the"ENGINEERING REQUIREMENTS;PERMITS"Section of this Exhibit B.Upon Licensor' approval, Licensee shall contact both of Licensor's field representatives ("Licensor's Fi- d Representatives")at least ten(10)days before commencement of any work on Licensee's Faciliti= . B. Licensee shall not commence any work until: (1) Licensor has determine. whether flagging or other special protective or safety measures("Safety Measures")are required for•-rformance of the work pursuant to the "FLAGGING" Section of this Exhibit B and provided Li -nsee written authorization to commence work;and(2)Licensee has complied with the"PROTEC 1! •N•OF FIBER OPTIC CABLE SYSTEMS" Section of this Exhibit B. C. If, at any time, an emergency arises involving Licensee's Fa '+ities, Licensee or its contractor shall immediately contact Licensor's Response Management Co a..unications Center at (888)877-7267. Section 4. FLAGGING. A. Following Licensee's notice to Licensor's Field 'epresentatives required under the "NOTICE OF COMMENCEMENT OF WORK;EMERGENCIE`'Section of this Exhibit B,Licensor - shall inform Licensee if Safety Measures are required for perf. 1.ance of the work by Licensee or its contractor on Railroad Property.If Safety Measures are requir no work of any kind may be performed by Licensee or its contractor(s) until arrangements for 'e Safety Measures have been made and scheduled. If no Safety Measures are required, Licenso will give Licensee written authorization to commence work. B. If any Safety Measures are perfo...ed or provided by Licensor, including but not limited to flagging,Licensor shall bill Licensee for uch expenses incurred by Licensor,unless Licensor and a federal,state, or local governmental enti •have agreed that Licensor is to bill such expenses to the federal,state,or local governmental entity. dditional information regarding the submission of such expenses by Licensor and payment thereof b, Licensee can be found in the"LICENSEE'S PAYMENT OF EXPENSES"Section of this Exhibit :, f Licensor performs any Safety Measures,Licensee agrees that Licensee is not relieved of any of re .onsibilities or liabilities set forth in this Agreement. C. For flagging,the rat-of pay per hour for each flagger will be the prevailing hourly rate in effect for an eight-hour day f.. the class of flagmen used during regularly assigned hours and overtime in accordance with L .or Agreements and Schedules in effect at the time the work is performed. In addition to the c st of such labor, a composite charge for vacation,holiday,health and welfare, supplemental sickn-,:s,Railroad Retirement and unemployment compensation, supplemental pension,Employees Liabil• and Property Damage,and Administration will be included,computed on actual payroll. The corn.,.site charge will be the prevailing composite charge in effect at the time the work is performed. 0 : and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays,and two an. one-half times current hourly rate for holidays.Wage rates are subject to change, at any time,by la or by agreement between Licensor and its employees,and may be retroactive as a result of negotia .ns or a ruling of an authorized governmental agency.Additional charges on labor are also subject to• ..ge.If the wage rate or additional charges are changed,Licensee(or the governmental entity,as ap, icable)shall pay on the basis of the new rates and charges. ►�. Reimbursement to Licensor will be required covering the full eight-hour day during which•i.y flagger is furnished,unless the flagger can be assigned to other railroad work during a portion Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha,Nebraska 68179-1690 fx.(402)501-0340 of such day,in which event reimbursement will not be required for the portion of the day during which the flagger is engaged in other railroad work. Reimbursement will also be required for any day not actually worked by the flaggers following the flaggers' assignment to work on the project for which Licensor is required to pay the flaggers and which could not reasonably be avoided by Licensor by assignment of such flaggers to other work,even though Licensee may not be working during such t'••-. When it becomes necessary for Licensor to-bulletin and assign an employee to a flagging positi•• in compliance with union collective bargaining agreements,Licensee must provide Licensor a m' mum of five(5)days notice prior to the cessation of the need for a flagger.If five(5)days notice o essation is not given, Licensee will still be required to pay flagging charges for the days the .i agger was scheduled,even though flagging is no longer required for that period.An additional ten( i)days notice must then be given to Licensor if flagging services are needed again after such five day essation notice has been given to Licensor. Section 5. SAFETY. A. Safety of personnel,property,rail operations and the public s of paramount importance in the prosecution of any work on Railroad Property performed by Lice :ee or its contractor,and takes precedence over any work on Licensee's Facilities to be performed •y Licensee or its contractors. Licensee shall be responsible for initiating, maintaining and sup: ising all safety operations and programs in connection with any work on Licensee's Facilities. 'censor and its contractor shall, at a minimum comply, with Licensor's then current safety stand. •s located at the below web address ("Licensor's Safety Standards")to ensure uniformity with the afety standards followed by Licensor's own forces. As a part of Licensee's safety responsibil. es, Licensee shall notify Licensor if it determines that any of Licensor's Safety Standards are co••ary to good safety practices. Licensee and its contractor shall furnish copies.of Licensor's Safety ` . dards to each of its employees before they enter Railroad Property found at the link below. Union Pacific Current Safe Re•uirements B. Licensee shall keep the job site on Railroad Property free from safety and health hazards and ensure that their employees an competent and adequately trained in all safety and health aspects of the work. C. Licensee represents . d warrants that all parts of Licensee's Facilities within and outside of the limits of Railroad P Terry will not interfere whatsoever with the constant, continuous, and uninterrupted use of the trac s,property, and facilities of Licensor, and nothing shall be done or suffered to be done by Lice -- at any time that would in any manner impair the safety thereof. Licensee shall take all suitab-- precaution to prevent interference(by induction,leakage of electricity, - or otherwise)with the ope . on of the signal,communication lines or other installations or facilities of Licensor or of its tenants f, at any time,the operation or maintenance of Licensee's Facilities results in any electrostatic eff- is which Licensor deems undesirable or harmful, or causes interference with the operation of the ;a al,communication lines or other installations or facilities, as now existing or which may hereaft be provided by Licensor and/or its tenants, Licensee shall, at the sole cost and expense of Lic-•..ee, immediately modify or take action as may be necessary to eliminate such interference. D. Licensor's operations and work performed by Licensor's personnel may cause delays in Licens.-'s or its contractor's work on Licensee's Facilities.Licensee accepts this risk and agrees that Licens 4. shall have no liability to Licensee or any other person or entity for any such delays. Licensee must oordinate any work on Railroad Property by Licensee or any third party with Licensor's Field R • esentatives in strict compliance with the 'NOTICE OF COMMENCEMENT OF WORK; 1 RGENCIES" Section of this Exhibit B. E. Licensor shall have the right,if it so elects,to provide any support it deems necessary for the safety of Licensor's operations and trackage during Licensee's or its contractor's construction, Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha,Nebraska 68179-1690 fx.(402)501-0340 maintenance, repair, renewal, modification, relocation, reconstruction, or removal of Licensee's Facilities. In the event Licensor provides such support,Licensor shall invoice Licensee, and Licensee shall pay Licensor as set forth in the "LICENSEE'S PAYMENT OF EXPENSES" Section of this Exhibit B. F. Licensee may use unmanned aircraft systems("UAS")to inspect Licensee's Facilities only upon the prior authorization from and under the direction of Licensor's Field Representatives. Licensee represents and warrants that its use of UAS on Railroad Property will comply with Licensor's then-current Unmanned Aerial Systems Policy and all applicable laws,rules and regulations,inclu.'.g any applicable Federal Aviation Administration regulations and enactments pertaining to UAS. Section 6. PROTECTION OF FIBER OPTIC CABLE SYSTEMS. Fiber optic cable systems may be buried on Railroad Property. Protection of +1 e fiber optic cable systems is of extreme importance since any break could disrupt service to ers resulting in business interruption and loss of revenue and profits.In addition to the notificatio equired under the "NOTICE OF COMMENCEMENT OF WORK;EMERGENCIES"Section of ': xhibit B,Licensee shall visit up.com/CBUD to complete and submit the required form to deters':e if fiber optic cable is buried anywhere on Railroad Property to be used by Licensee. If it is, Li -nsee shall telephone the telecommunications company(ies) involved, and arrange for a cable loc. or, make arrangements for relocation or other protection of the fiber optic cable,all at Licensee's e .ense,and will not commence any work on Railroad Property until all such protection or relocation ..s been-completed. • Section 7. LICENSEE'S PAYMENT OF EXPENSES. A. Licensee shall bear the entire cost and expense of the design, construction, maintenance, modification, reconstruction, repair, rene al, revision, relocation, or removal of Licensee's Facilities. B. Licensee shall fully pay for all mat rials joined, affixed to and labor performed on Railroad Property in connection with the cons ction, maintenance, modification, reconstruction, repair,renewal,revision,relocation,or removal Licensee's Facilities,and shall not permit or suffer any mechanic's or materialman's lien of any '.d or nature to be enforced against the property for any work done or materials furnished thereon at e instance or request or on behalf of Licensee.Licensee shall promptly pay or discharge all taxes, • arges, and assessments levied upon, in respect to, or on account of Licensee's Facilities,to preve the same from becoming a charge or lien upon any property of Licensor, and so that the taxes,char:es,and assessments levied upon or in respect to such property shall not be increased because of the ocation,.construction, or maintenance of Licensee's Facilities or any improvement,appliance,or . • e connected therewith placed upon such property, or on account of Licensee's interest therein. •ere such tax, charge, or assessment may not be separately made or assessed to Licensee but shall .. included in the assessment of the property of Licensor,then Licensee shall pay to Licensor an eq table proportion of such taxes determined by the value of Licensee's property upon property of censor as compared with the entire value of such property. C. As set orth in the "FLAGGING Section of this Exhibit B,Licensor shall have the right, if it so elects to provide any Safety Measures Licensor deems necessary for the safety of Licensor's operati•. and trackage during Licensee's or its contractor's construction, maintenance, modification,reconstruction,repair,renewal,revision,relocation,or removal of Licensee's Facilities, including, bu .of limited to supervision, inspection, and flagging services. In the event Licensor provides su . Safety Measures,Licensor shall submit an itemized invoice to Licensee's notice recipient listed in 'e "NOTICES" Article of this Agreement. Licensee shall pay to Licensor the total amount listed o. such invoice within thirty(30)days of Licensee's receipt of such invoice. Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha,Nebraska 68179-1690 fx.(402)501-0340 Section 8. MODIFICATIONS TO LICENSEE'S FACILITIES. A. This grant is subject to Licensor's safe and efficient operation of its railroad, and continued use and improvement of Railroad Property (collectively, "Railroad's Use"). Accordingly, Licensee shall, at its sole cost and expense, modify, reconstruct, repair, renew, revise,relocate, or remove(individually,"Modification",or collectively,"Modifications")all or any portion of Licensee': Facilities as Licensor may designate or identify,in its sole discretion,(i)in the furtherance of Railro•:'s Use, or (ii) as is necessary to ensure safe and reliable maintenance and operation of the facili 'es of Licensor and/or its tenants because of interference from Licensee's Facilities. B. Upon any Modification of all or any portion of Licensee's Facilities to an.a er location on Railroad Property,Licensor and Licensee shall execute a Supplemental Agreement . this Wireline Agreement to document the Modification(s) to Licensee's Facilities on Railroa. Property. If the Modifications result in Licensee's Facilities moving off of Railroad Property, 's Agreement will terminate upon Licensee's completion of such Modification(s) and all requir- ents contained within the "TERMINATION; REMOVAL OF LICENSEE'S FACILITIES" Sectio of this Exhibit B. Any such Modification(s) off of Railroad Property will not release Licensee .om any liability or other obligation of Licensee arising prior to and upon completion of any such ► odifications to the Licensee's Facilities. Section 9. RESTORATION OF RAILROAD PROPER Y . In the event Licensee,in any manner moves or di .s any property of Licensor in connection with the construction,maintenance,modification,recons...ction,repair,renewal,revision,relocation, or removal of Licensee's Facilities,then,Licensee shall, : soon as possible and at Licensee's sole cost • - and expense,restore Licensor's property to the same 'ondition as the same were before such property was moved or disturbed. Section 10. INDEMNITY. A. Definitions.As used in thi ection: 1. "Licensor" in des Licensor, its affiliates, its and their officers, directors, agents and e ployees, and other railroad companies using Railroad Property at or near , e location of Licensee's installation and their officers, directors, agents, ...d employees. 2. "Lie nsee" includes Licensee and its agents, contractors, subcontractors, s .-subcontractors,employees,officers, and directors,or any other person or -ntity acting on its behalf or under its control. 3. "Loss" includes claims, suits, taxes, loss, damages (including punitive damages, statutory damages, and exemplary damages), costs, charges, assessments,judgments,settlements,liens,demands,actions,causes of action, fines, penalties, interest, and expenses of any nature, including court costs, reasonable attorneys' fees and expenses, investigation costs, and appeal expenses. B. Licensee shall release,defend,indemnify,and hold harmless Licensor from and against any •.d all Loss, even if groundless, fraudulent, or false,that directly or indirectly arises out of or is r-. ated to Licensee's construction,maintenance,modification,reconstruction,repair,renewal,revision, relocation,removal,presence,use, or operation of Licensee's Facilities, including,but not limited to, any actual or alleged: Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha,Nebraska 68179-1690 6E.(402)501-0340 1. Bodily harm or personal injury(including any emotional injury or disease)to, or the death of,any person(s),including, but not limited to,Licensee,Licensor, any telecommunications company, or the agents, contractors, subcontractors, sub-subcontractors,or employees of the foregoing; 2. Damage to or the disturbance, loss, movement, or destruction of R. oad Property, including loss of use and diminution in value, including, •ut not limited to,any telecommunications system(s)or fiber optic cable(s) •n or near Railroad Property,any property of Licensee or Licensor,or any pr'perry in the care,custody,or control of Licensee or Licensor; • 3. Removal of person(s)from Railroad Property; 4. Any delays or interference with track or Railroad's Us= caused by Licensee's activity(ies) on Railroad Property, including ithout limitation the construction, maintenance, modification, recons• ction, repair, renewal, revision,relocation,or removal of Licensee's Fac' 'ties or any part thereof,any activities,labor,materials,equipment,or mac ''ery in conjunction therewith; 5. Right(s)or interest(s)granted pursuant to ' Agreement; 6. Electrical interference or other types of terference created or caused by or escaping from Licensee's Facilities; 7. 'Licensee's breach of this Agreement or failure to comply with its provisions, including, but not limited to, .• violation or breach by Licensee of any representations and warranties icensee has made in this Agreement;and 8. Violation by Licensee o.' any law, statute, ordinance, governmental administrative order, rule, or regulation, including without limitation all applicable Federal Railr•ad Administration regulations. C. THE FOREGOING OBLIG. IONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW FOR THE BENEF.' OF LICENSOR TO LOSSES CAUSED BY,ARISING FROM,RELATING TO,OR RESULTIN 'OM,IN WHOLE OR IN PART,THE NEGLIGENCE OF LICENSOR, AND SUCH NEGLIGEN'E OF LICENSOR SHALL NOT LIMIT, DIMINISH, OR PRECLUDE LICENSEE'S OBL ATIONS TO LICENSOR IN ANY RESPECT. NOTWITHSTANDING THE FO• . •ING, SUCH 'OBLIGATION TO INDEMNIFY LICENSOR - SHALL NOT APPLY TO THE E TENT THE LOSS IS CAUSED BY TEE SOLE, ACTIVE AND DIRECT NEGLIGENCE,GROS`NEGLIGENCE,OR WILLFUL MISCONDUCT OF LICENSOR AS DETERMINED IN A FINAL -'i GMENT BY A COURT OF COMPETENT JURISDICTION. Section 11. TERMIN• ION• REMOVAL OF LICENSEE'S FACILITIES. A. If Lice ee does not use the right herein granted on Licensee's Facilities for one(1) year, or if Licensee .•ntinues in default in the performance of any provision of this Agreement for a period of thirty (3 P. days after written notice from Licensor to Licensee specifying such default, Licensor may, its sole discretion, terminate this Agreement by written notice to Licensee at the address listed the "NOTICES" Article of this Agreement. This Agreement will not terminate until Licensee co••plies with Paragraphs"C"and"D"of this Section found below. . In addition to the provisions of Paragraph "A" above, this Agreement may be termin. ed by written notice given by either party,without cause,upon thirty(30) days written notice to th- non-terminating party at the address listed in the "NOTICES" Article of this Agreement. This Agreement will not terminate until Licensee complies with Paragraphs "C" and "D" of this Section Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha,Nebraska 68179-1690 fx.(402)501-0340 found below. C. Prior to the effective date of any termination described in this Section,Licensee shall submit an application to Licensor's online at this link,for Licensee's removal,or if applicable,abandonment in place of Licensee's Facilities located underground on Railroad Property("Removal/Abandonment Work");,' Upon the UP Engineering Representative's approval of Licensee's application for ."e Removal/Abandonment Work, Licensor and Licensee shall execute a separate consent documen 'u at will govern Licensee's performance of the Removal/Abandonment Work from those po '.ns of Railroad Property not occupied by roadbed and/or trackage("Consent Document").Licensee: all then restore the impacted Railroad Property to the same or reasonably similar condition as it as prior to Licensee's installation of Licensee's Facilities. For purposes of this Section,Licensee's(i)performance of the Removal/Abandonme"t Work, and(ii) restoration work will hereinafter be collectively referred to as the"Restoration Wo "". D. Following Licensee's completion of the Restoration Work, ;censee shall provide a written certification letter to Licensor at the address listed in the'NOTICES"Article of this Agreement which certifies that the Restoration Work has been completed in a ordance with the Consent Document. Licensee shall report to governmental authorities, as req ' -d by law,and notify Licensor immediately if any environmental contamination is.discovered d '.ig Licensee's performance of the Restoration Work. Upon discovery, the Licensee shall initiate . y and all removal, remedial and restoration actions that are necessary to restore the property to ' original,uncontaminated condition. Licensee shall provide written certification to Licensor at the •ddress listed in the"NOTICES"Article of this Agreement that environmental contamination has .--n remediated and the property has been restored in accordance with Licensor's requirements.Up•i Licensor's receipt of Licensee's restoration completion certifications,this Agreement will termina E. In the event that Licensee fails to c•mplete any of the Restoration Work,Licensor may, but is not obligated,to perform the Restoration 'ork.Any such work actually performed by Licensor will be at the cost and expense of Licensee.In e event that Licensor performs any of the Restoration Work,Licensee shall release Licensor from •. y and all Loss(defined in the"INDEMNITY"Section of this Exhibit B)arising out of or related to icensor's performance of the Restoration Work. F. Termination of this A Bement for any reason will not affect any of rights or obligations of the parties which may have accru;d,or liabilities or Loss(defined in the"INDEMNITY" Section of this Exhibit B),accrued or othe 'se,which may have arisen prior to such termination. Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha,Nebraska 68179-1690 ix.(402)501-0340 Approved:Insurance Group Created:5/19/18 Last Modified:05/19/18 Form Approved,AVP-Law EXHIBIT C INSURANCE REQUIREMENTS In accordance with Article 5 of this Agreement,Licensee shall(1)procure : d maintain at its sole cost and expense, or(2)require its Contractor(s)to procure and maintain, • their sole cost and expense,the following insurance coverage: A. Commercial General Liability Insurance. Commercial :eneral liability(CGL)with a limit of not less than$2,000,000 each occurrence and an aggregate 1. of not less than$4,000,000. CGL insurance must be written on ISO occurrence form CG 00 01 12 0, (or a substitute form providing equivalent coverage). The policy must also contain the following endorsement, i I CH MUST BE STATED ON THE CERTIFICATE OF INSURANCE: • "Contractual Liability Railroads"ISO form Cr 24 17 10 01 (or a substitute form providing equivalent coverage) showing "Union P.cific Railroad Company Property" as the Designated Job Site. B. Business Automobile Covera!• Insurance. Business auto coverage written on ISO form CA 00 01 10 01 (or a substitute form .roviding equivalent liability coverage)with a limit of not less $2,000,000 for each accident, and .verage must include liability arising out of any auto (including owned,hired,and non-owned au .s). The policy must contain the fol .wing endorsements,WHICH MUST BE STATED ON THE CERTIFICATE OF INSURANCE: • "Coverage For Ce r •in Operations In Connection With Railroads"ISO form CA 20 70 10 01 (or a sub 'tote form providing equivalent coverage) showing "Union Pacific Property" as t : Designated Job Site. C. Workers' ' om I ensation and Em.to ers' Liabili Insurance. Coverage must include but not be limited o: • Lice.•ee's statutory liability under the workers' compensation laws of the state(s) affe' ed by this Agreement. • r ployers'Liability(Part B)with limits of at least$500,000 each accident,$500,000 . disease policy limit$500,000 each employee. If Lice ee is self-insured,evidence of state approval and excess workers'compensation coverage must be p ovided. Coverage must include liability arising out of the U. S.Longshoremen's and Harbor Worker Act,the Jones Act,and the Outer Continental Shelf Land Act,if applicable. D. Railroad Protective Liability Insurance.Licensee must maintain for the duration of w% k"Railroad Protective Liability" insurance written on ISO occurrence form CG 00 35 12 04 (or a bstitute form providing equivalent coverage) on behalf of Licensor only as named insured, with a limit of not less than$2,000,000 per occurrence and an aggregate of$6,000,000.The definition of"JOB LOCATION"and"WORK"on the declaration page of the policy shall refer to this Agreement and shall describe all WORK or OPERATIONS performed under this Agreement. Notwithstanding the Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha,Nebraska 68179-1690 5r.(402)501-0340 foregoing,Licensee does not need Railroad Protective Liability Insurance after its initial cons. - ion work is complete and all excess materials have been removed from Licensor's property;PRO 'ICED, however,that Licensee shall procure such coverage for any subsequent maintenance,reps. renewal, modification,reconstruction,or removal work on Licensee's Facilities. The definition of"JOB LOCATION" and"WORK" on the declaration page of the .'4 'cy shall refer to this Agreement and shall describe all WORK or OPERATIONS pe' ormed under this Agreement. E. Umbrella or Excess Insurance. If Licensee utilizes umbr a or excess policies,and these policies must"follow form"and afford no less coverage than the pf,ul ary policy. Other Requirements F. All policy(ies)required above(except worker's ompensation and employers'liability) must include Licensor as"Additional Insured"using ISO Ad.itional Insured Endorsements CG 20 26, and CA 20 48(or substitute forms providing equivalent co -rage). The coverage provided to Licensor as additional insured shall,to the extent provided under SO Additional Insured Endorsement CG 20 26,and CA 20 48 provide coverage for Licensor's negl':ence whether sole or partial,active or passive, and shall not be limited by Licensee's liability under 4 e indemnity provisions of this Agreement. G. Punitive damages exclusion,if., y,must be deleted(and the deletion indicated on the certificate of insurance),unless(a) insurance 'overage may not lawfully be obtained for any punitive damages that may arise under this Agreeme or(b)all punitive damages are prohibited by all states in which this Agreement will be performed. H. Licensee waives all ghts of recovery, and its insurers also waive all rights of subrogation of damages against Lice sor and its agents,officers,directors and employees for damages covered by the workers' compe• :tion and employers' liability or commercial umbrella or excess liability obtained by Licensee re. fired in this Agreement,where permitted by law. This waiver must be stated on the certificate of'...urance. I. All insuran'- policies must be written by a reputable insurance company acceptable to Railroad or with a curren :est's Insurance Guide Rating of A-and Class VII or better,and authorized to do business in the sta -(s)in which the work is to be performed. J. The act that insurance is obtained by Licensee or by Licensor on behalf of Licensee will not be deeme. o release or diminish the liability of Licensee,including,without limitation,liability under the indem.,ty provisions of this Agreement. Damages recoverable by Licensor from Licensee or any third party - ill not be limited by the amount of the required insurance coverage. Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha,Nebraska 68179-1690&(402)501-0340 CERTIFICATE NO. ISSUE DATE GL2-843 Al CERTIFICATE OF COVERAGE 08/30/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE Public Risk Innovation, CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BELOW.THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE A Solutions, and Management CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. C/O ALLIANT INSURANCE SERVICES,INC. 18100 VON KARMAN AVENUE,10TH FLOOR IMPORTANT:If the certificate holder is an ADDITIONAL INSURED and/or requesting a WAIVER OF SUBROGATION,the 1RVINE,CA 92612 Memorandums of Coverage must be endorsed.A statement on this certificate does not confer rights to the certificate holder lieu of such endorsement(s). PHONE(949)756-0271/FAX(619)699-0901 GE LICENSE#0C36861 AFFORDED BY: A- Public Risk Innovation,Solutions,and Management Member: COVERAGE CITY OF HUNTINGTON BEACH AFFORDED BY: B ATTN: DEANNA SORIA 2000 MAIN STREET COVERAGE HUNTINGTON BEACH, CA 92648 AFFORDED BY: COVERAGE AFFORDED BY: D Coverages THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR THE 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 BY THE MEMORANDUMS DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS,AND CONDITIONS OF SUCH MEMORANDUMS.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF COVERAGE MEMORANDUM/ COVERAGE EFFECTIVE COVERAGE EXPIRATION LIABILITY LIMITS LTR POLICY# DATE DATE A ] Excess General Liability PRISM PE 24-GL2-25 07/01/2024 07/01/2025 Difference between$2,000,000 and Member's Self-Insured Retention of Excess Auto Liability $1,000,000 and/or applicable additional member and pooled layers of coverage Completed Operations Aggregate Applies • Program Aggregate Applies Description of Operations/LocationsNehicles/Special Items: AS REPECTS WIRELINE CROSSING AGREEMENT NUMBER 051918 BETWEEN CITY OF HUNTINGTON BEACH AND UNION PACIFIC RAILROAD COMPANY FOR LOCATION:MILE POST 519.48,STANTON INDUSTRIAL LEAD SUBDIVISION,HUNTINGTON BEACH,ORANGE COUNTY,CA. -UNION PACIFIC RAILROAD COMPANY,ITS AGENTS,OFFICERS DIRECTORS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL COVERED PARTIES,BUT ONLY INSOFAR AS THE OPERATIONS UNDER THIS CONTRACT ARE CONCERNED. COVERAGE INCLUDES WORK PERFORMED ON THE RAIL,RIGHT OF WAY OR WITHIN 50 FEET OF THE RAIL. • THE AUTHORITY WAIVES ITS RIGHTS OF SUBROGATION AGAINST THE ADDITIONAL COVERED PARTY(IES)PURSUANT TO ENDORSEMENT NUMBER U-9. Certificate Holder Cancellation SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGES BE CANCELLED UNION PACIFIC RAILROAD COMPANY BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE ATTN:ANALYST-REAL ESTATE WITH THE MEMORANDUMS OF COVERAGE PROVISIONS. UTILITIES PROJECT NUMBER:0797645 AUTHORIZED REPRESENTATIVE 1400 DOUGLAS STREET,MS 1690 OMAHA,NE 68179 Public Risk Innovation,Solutions,and Management PAGE 1 OF 2 ENDORSEMENT NO. U-1 PUBLIC RISK INNOVATION,SOLUTIONS,AND MANAGEMENT GENERAL LIABLILITY 2 ADDITIONAL COVERED PARTY AMENDATORY ENDORSEMENT It is agreed that the Covered Party, Covered Persons or Entities"section of the Memorandum is amended to include the person or organization named on the Certificate of Coverage, but only with respect to liability arising out of premises owned by or rented to the Member, or operations performed by or on behalf of the Member or such person or organization so designated. Coverage provided under this endorsement is limited to the lesser of the limits stated on the Certificate of Coverage or the minimum limits required by contract. ADDITIONAL COVERED PARTY: NAME OF PERSON OR ORGANIZATION SCHEDULED PER ATTACHED CERTIFICATE OF COVERAGE AS RESPECTS: PER ATTACHED CERTIFICATE OF COVERAGE It is further agreed that nothing herein shall act to increase PRISM's limit of liability. This endorsement is part of the Memorandum and takes effect on the effective date of the Memorandum unless another effective date is shown below. All other terms and conditions remain unchanged. Effective Date: Memorandum No.: PRISM 24 GL2-00 Issued to: ALL MEMBERS Issue Date: June 28,2024 141.44 A orized Representative Public Risk Innovation, Solutions, and Management PAGE 2 OF 2 ENDORSEMENT NO. jja. PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENT GENERAL LIABILITY 2 AMENDATORY ENDORSEMENT -WAIVER OF SUBROGATION It is understood and agreed that Condition 7. SUBROGATION, of the Memorandum to which it is attached, is deleted in its entirety and replaced by the following: 7. SUBROGATION PRISM shall be subrogated to the extent of any payment hereunder to all the covered party's rights of recovery therefore; and the covered party shall do nothing after loss to prejudice such rights and shall do everything necessary to secure such rights. Any amount so recovered shall be apportioned as follows: Any interest (including the covered party's) having paid an amount in excess of the self-insured retention, plus the limit of liability, hereunder shall be reimbursed first to the extent of actual payment. PRISM shall be reimbursed next to the extent of its actual payment hereunder. If any balance then remains unpaid, it shall be applied to reimburse the covered party. The expenses of all such recovery proceedings shall be apportioned in the ratio of respective recoveries. If there is no recovery in proceedings conducted solely by PRISM, it shall bear the expenses thereof. Notwithstanding the above, PRISM waives its rights of subrogation against any person or organization with whom the covered party has entered into a written agreement that includes a waiver of subrogation, but only if the agreement is in effect before the injury, damage or liability occurs. It is further agreed that nothing herein shall act to increase PRISM's limit of liability. This endorsement is part of the Memorandum and takes effect on the effective date of the Memorandum unless another effective date is shown below. All other terms and conditions remain unchanged. Effective Date: Memorandum No.: PRISM 24 GL2-00 Issued To: ALL MEMBERS Issue Date: June 28, 2024 i4-44)4(ktivt,_,. horized Representative Public Risk Innovation, Solutions, and Management CERTIFICATE NO. ISSUE DATE WC-4008 CERTIFICATE OF COVERAGE 08/30/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO PUBLIC RISK INNOVATION, RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVGEBELOW. SOLUTIONS, AND MANAGEMENT CERTIFICATE OF COVERAGE DOES NOT CONSTTTUEACON RACOTRDED BETWEEN THE THIS ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE C/O ALLIANT INSURANCE SERVICES, INC. CERTIFICATE HOLDER 18100 VON KARMAN AVENUE,10TH FLOOR IMPORTANT:If the certificate holder is requesting a WAIVER OF SUBROGATION,the IRVINE,CA 92612 Memorandums of Coverage must be endorsed.A statement on this certificate does not confer PHONE(949)756-0271/FAX(619)699-0901 rights to the certificate holder in lieu of such endorsement(s). LICENSE#0C36861 COVERAGE AFFORDED BY: A Public Risk Innovation,Solutions,and Management Member: COVERAGE CITY OF HUNTINGTON BEACH AFFORDED BY: B ATTN:DEANNA SORIA 2000 MAIN STREET COVERAGE HUNTINGTON BEACH,CA 92648 AFFORDED BY: C COVERAGE AFFORDED BY: D Coverages THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE AND POLICIES LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR THE 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 • BY THE MEMORANDUMS AND POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS,AND CONDITIONS OF SUCH MEMORANDUMS AND POLICIES._ CO • TYPE OF COVERAGE MEMORANDUM/ COVERAGE EFFECTIVE COVERAGE EXPIRATION LIABILITY LIMITS LTR POLICY NUMBER DATE DATE A EXCESS WORKERS' PRISM PE 24 EWC-164 07/01/2024 07/01/2025 WORKERS'COMPENSATION: . COMPENSATION& Difference between EMPLOYER'S LIABILITY Statutory and Member's $1,000,000 Retention EMPLOYERS'LIABILITY: Difference between$5,000,000 and Member's$1,000,000 Retention LIMITS APPLY PER OCCURRENCE FOR ALL PROGRAM MEMBERS COMBINED. Description of Operations/LocationsNehicles/Special Items: AS REPECTS EVIDENCE OF COVERAGE FOR WIRELINE CROSSING AGREEMENT NUMBER 051918 BETWEEN CITY OF HUNTINGTON BEACH AND UNION PACIFIC RAILROAD COMPANY FOR LOCATION:MILE POST 519.48,STANTON INDUSTRIAL LEAD SUBDIVISION,HUNTINGTON BEACH,ORANGE COUNTY,CA. THE AUTHORITY WAIVES ITS RIGHTS OF SUBROGATION AGAINST UNION PACIFIC RAILROAD COMPANY,ITS AGENTS,OFFICERS DIRECTORS AND EMPLOYEES PURSUANT TO ENDORSEMENT NUMBER U-2. Cancellation Certificate Holder SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGE/POLICIES BE CANCELLED BEFORE THE EXPIRATION THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUMS OF COVERAGE/POLICIES PROVISIONS. UNION PACIFIC RAILROAD COMPANY ATTN:ANALYST-REAL ESTATE UTILITIES AUTHORIZED REPRESENTATIVE PROJECT NUMBER:0797645 S STREET,MS 1690 OM OMAHA,NE NE 68179 Public Risk Innovation,Solutions,and Management PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENT EXCESS WORKERS' COMPENSATION PROGRAM 2024/2025 SCHEDULE OF INSURERS CITY OF HUNTINGTON BEACH PROVIDER MEMORANDUM/ LIMIT POLICY NUMBER Public Risk Innovation, Solutions, PRISM PE 24 EWC-164 Workers' Compensation: and Management $50,000,000 each occurrence (Difference between $50,000,000 and the individual member's retention) Employers' Liability: $5,000,000 each occurrence (Difference between$5,000,000 and the individual member's retention) Liberty Mutual Fire Insurance Co. EW2-64N-444785-014 Statutory each accident/each employee for disease excess of $50,000,000 ENDORSEMENT NO. U-2 PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENT EXCESS WORKERS' COMPENSATION WAIVER OF SUBROGATION ENDORSEMENT It is understood and agreed that Section VIII. SUBROGATION of the CONDITIONS section of the Memorandum of Coverage is deleted in its entirety and replaced by the following: VIII. SUBROGATION: In the event of any payment under this Memorandum, PRISM shall be subrogated, to the extent of such payment, to all the Covered Party's rights of recovery therefore, and the Covered Party shall execute all papers required and shall do everything that may be necessary to secure such rights. Any amount recovered as a result of such proceedings, together with all expenses necessary to the recovery of any such amount shall be apportioned as follows: PRISM shall first be reimbursed to the extent of its actual payment hereunder. If any balance then remains, said balance shall be applied to reimburse the Covered Party. The expenses of all proceedings necessary to the recovery of such amount shall be apportioned between the Covered Party and PRISM in the ratio of their respective recoveries as finally settled. If there should be no recovery in proceedings instituted solely on the initiative of PRISM, the expenses thereof shall be borne by PRISM. However, in the event of any loss payment under this Memorandum forr which you have waived the right of recovery in a written contract entered into prior to the loss, we hereby agree to also waive our right of recovery but only with respect to such loss. It is further agreed that nothing herein shall act to increase PRISM's limit of indemnity. This endorsement is part of the Memorandum of Coverage and takes effect on the effective date of the Memorandum of Coverage unless another effective date is shown below. All other terms and conditions remain unchanged. Effective Date: Memorandum No.: PRISM 24 EWC-00 Issued to: ALL MEMBERS Issue Date: June 28, 2024 hi-zm )6.(471 orized Representative Public Risk Innovation, Solutions, and Management WI re I i n e Crossing Agreement aa� with the Union Pacific -Railroad littt C o m pa n • _ - • >�x „„,„, a rrrr.rr ,d a .......a,. _.4..s_`8�.% YryVN� 'f"1 f+�( rS, ' 4 424 AGREEMENT DESCRIPTION The Wireline Crossing Agreement with the Union Pacific Railroad Company is for the installation of traffic signal communication conduit on Edinger Avenue The Wireline Agreement allows: • A Permit to construct in the Union Pacific Railroad (right of way) • A new traffic communication conduit to be installed • Location of new conduit is on Edinger Avenue between (Gothard Street to Fortuna Lane) Orange County Transportation Authority is the Lead Agency � NTNG7n- <-� I <55 • OCTA will manage engineering and construction efforts for the ===- :'•��-� �e project . : . — v : • Agreement is funded by OCTA �`� �; FB: :P'� `•' �� ' GF • •L��� � 425 AGREEMENT DESCRIPTION (CONTINUED) Recommended City Council Actions: • Approve and authorize the Mayor and City Clerk to execute a "Wireline Crossing Agreement, Mile Post: 519.28, Stanton Industrial Lead Subdivision, Location: Huntington Beach, Orange County, California" between the Union Pacific Railroad Company and the City of Huntington Beach. � n� Off( \toir.,A,„94, n ► , os v-P;\ COUNTY % </ 426 AGREEMENT COSTS The Wireline Agreement fee of $14,950.00 are included in the OCTA Project P funding approved on September 8t", 2020 Council Meeting. 6TINGI' 'O1 0�.�.'otOAPORArF�•.•::46 . • ..... \`' , ` .. 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',, ,:t-:, ' ,, 4,1-...,— 1," ;:.!;ils, • '4,--',". '`Zir.X.i'i,•,,.:. ,*4'447',x4: 1: ,-..""'k..`,'•.; . ' ' t ti'"--v,l'''''• It •1 * l'. A-,t) '5,,,f,414,..-1:''''"V''''.- *"=":2V-4:.", .Z.,„*)'.... •" .,.1*-0.i., .,..,„:".*•,,* I* ../:a ,,,, 0), *'` '.. 01. •*,'-'. ..)'' ' ‘I ' "- ,,,•.,;•'14,,,y4 l''''''•:...A.\7''''''t* t l',„ '... ..- • , :4 - -1,1, ; - ,,,..!:'",",-47'44.! 0 4'4'. •\*:>r"..-."'''s--- )-- - 4C :., /.."4'4-17€1,1 S4,,,,,!;.*A40,•,-*- ----..r-',".**"."-'0'4 tip`` • ' . '..-t-t—'' -.2.,-, '...._.\-.4coi 1.C.IN ‘.•:' , ..-' ._......i... ._.'"' *;::. _„,,:".1,5''''' wi:..,4,1.7'4....-'0......4 '..1 '4 '' 41\ ‘-'1:-.--- 's , '•:"*",").•• , .. ' • ,r•- ' ' '' ' ' *',.irrri,4':'1,j;',Y.•14?''. , :.'.:111#1.1.:* • , ..„ „ 428 Mr. Amory Hanson 8102 Ellis Avenue Apartment 121 Huntington Beach CA 92646 September 16,2024 The Mayoress of Huntington Beach 2000 Main Street Huntington Beach CA 92648 My Dear Madam Mayoress, I would like to express my support for Item XV. Sincerely Yours, Mr.Amory Hanson CC:The Honorable Patrick Burns CC:The Honorable Rhonda Bolton CC:The Honorable Daniel Kalmick CC:The Honorable Casey McKeon CC:The Honorable Natalie Moser CC:The Honorable Anthony Strickland SUPPLEMENTAL COMMUNICATION Meeting Date: 9/17/2024 15 (24-601) Agenda Item No.