License Agreement for Use of UPRR right-of-way

Exhibit A

Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 
Wireline Crossing 051918 
Project No. 0807605 
Last Modified: 05/19/18 
Form Approved, AVP-Law 
 
WIRELINE CROSSING 
AGREEMENT 
 
Mile Post: 926.99, Chandler Industry Lead Subdivision 
Location: Chandler, Maricopa County, Arizona 
 
THIS AGREEMENT (“Agreement”) is made and entered into as of February 25, 2026, 
(“Effective Date”) by and between UNION PACIFIC RAILROAD COMPANY, a Delaware 
corporation, (“Licensor”) and CITY OF CHANDLER, to be addressed at 215 E Buffalo St, Chandler, 
Arizona 85225 (“Licensee”). 
 
IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 
 
Article 1. 
LICENSOR GRANTS RIGHT. 
 
A. 
In consideration of the license fee to be paid by Licensee set forth below and in further 
consideration of the covenants and agreements to be performed by Licensee, Licensor hereby grants to 
Licensee the right to construct and thereafter, during the term hereof, maintain and operate an 
underground wireline crossing  only, including any appurtenances required for the operation of said 
wireline (collectively, "Licensee's Facilities") across Licensor’s real property, trackage, or other 
facilities located in Chandler, Maricopa County, State of Arizona ("Railroad Property"). The specific 
specifications and limited purpose for Licensee's Facilities on, along, across and under Railroad 
Property are described in and shown on the Print and Specifications dated February 4, 2026, attached 
hereto as Exhibit A and made a part hereof. 
 
B. 
Licensee represents and warrants that Licensee's Facilities will (i) only be used for an 
underground wireline crossing , and (ii) not be used for any other purpose, whether such use is currently 
technologically possible, or whether such use may come into existence during the life of this Agreement. 
 
C. 
Licensee acknowledges that if it or its contractor provides Licensor with digital imagery 
depicting Licensee's Facilities ("Digital Imagery"), Licensee authorizes Licensor to use the Digital 
Imagery in preparing Exhibit A. Licensee represents and warrants that through a license or otherwise, 
it has the right to use the Digital Imagery and to permit Licensor to use the Digital Imagery in said 
manner. 
 
D. 
Under no circumstances shall Licensee modify Licensee’s Facilities or add additional wirelines 
to the conduit(s), if any, or allow any third-parties to modify Licensee’s Facilities or add additional 
wirelines to the conduit(s), if any, without Licensor’s prior review and approval, which may be withheld 
in Licensor’s sole discretion.  Any application to modify Licensee’s Facilities or add additional 
wirelines to the conduit(s) shall be made in accordance with Licensor’s then-current wireline crossing 
application procedures. 
 
Article 2. 
LICENSE FEE. 
 
Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time License 
Fee of Five Thousand Dollars ($5,000.00).

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 continue 
in full force and effect until terminated as provided in the "TERMINATION; REMOVAL 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 performed by Licensee 
or its contractors will strictly comply with all terms and conditions set forth herein, including the 
General Terms and Conditions, attached hereto as Exhibit B and made a part hereof. 
 
Article 5. 
INSURANCE. 
 
 
A.  During the term of this Agreement, Licensee shall fully comply or cause its contractor(s) to 
fully comply with the insurance requirements described in Exhibit C, attached hereto and made a part 
hereof.  Upon request only, Licensee shall send copies of all insurance documentation (e.g., certificates, 
endorsements, etc.) to Licensor at the address listed in the "NOTICES" Section of this Agreement.  
 
 
B.  If Licensee is subject to statute(s) limiting its insurance liability and/or limiting its ability 
to obtain insurance in compliance with Exhibit C of this Agreement, those statutes shall apply.   
 
Article 6. 
DEFINITION OF LICENSEE. 
 
For purposes of this Agreement, all references in this Agreement to Licensee will include 
Licensee's contractors, subcontractors, officers, agents and employees, and others acting under its or 
their authority (collectively, a "Contractor"). If a Contractor is hired by Licensee to perform any work 
on Licensee's Facilities (including initial construction and subsequent relocation, maintenance, and/or 
repair work), then Licensee shall provide a copy of this Agreement to its Contractor(s) and require its 
Contractor(s) to comply with all terms and conditions of this Agreement, including the indemnification 
requirements set forth in the "INDEMNITY" Section of Exhibit B.  Licensee shall require any 
Contractor to release, defend, and indemnify Licensor to the same extent and under the same terms and 
conditions as Licensee is required to release, defend, and indemnify Licensor herein. 
 
Article 7. 
ATTORNEYS’ FEES, EXPENSES, AND COSTS. 
 
If litigation or other court action or similar adjudicatory proceeding is undertaken by Licensee 
or Licensor to enforce its rights under this Agreement, all fees, costs, and expenses, including, without 
limitation, reasonable attorneys’ fees and court costs, of the prevailing Party in such action, suit, or 
proceeding shall be reimbursed or paid by the Party against whose interest the judgment or decision is 
rendered. The provisions of this Article shall survive the termination of this Agreement. 
 
Article 8. 
WAIVER OF BREACH. 
 
The waiver by Licensor of the breach of any condition, covenant or agreement herein contained 
to be kept, observed and performed by Licensee shall in no way impair the right of Licensor to avail 
itself of any remedy for any subsequent breach thereof. 
 
Article 9. 
ASSIGNMENT. 
 
A.  Licensee shall not assign this Agreement, in whole or in part, or any rights herein granted, 
without the written consent of Licensor, which must be requested in writing by Licensee. Any 
assignment 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 "TERMINATION; 
REMOVAL OF LICENSEE'S FACILITIES" Section of Exhibit B. 
 
B.  Upon Licensor's written consent to any assignment, this Agreement will be binding upon 
and inure to the benefit of the parties thereto, successors, heirs, and assigns, executors, and 
administrators. 
 
Article 10. 
SEVERABILITY. 
 
Any provision of this Agreement which is determined by a court of competent jurisdiction to 
be invalid or unenforceable shall be invalid or unenforceable only to the extent of such determination, 
which shall not invalidate or otherwise render ineffective any other provision of this Agreement. 
 
Article 11. 
NOTICES. 
 
Except Licensee's commencement of work notice(s) required under Exhibit B, all other notices 
required by this Agreement must be in writing, and (i) personally served upon the business address 
listed below ("Notice Address"), (ii) sent overnight via express delivery by a nationally recognized 
overnight delivery service such as Federal Express Corporation or United Parcel Service to the Notice 
Address, or (iii) by certified mail, return receipt requested to the Notice Address.  Overnight express 
delivery notices will be deemed to be given upon receipt.  Certified mail notices will be deemed to be 
given three (3) days after deposit with the United States Postal Service. 
 
If to Licensor: Union Pacific Railroad Company 
 
 
Attn: Analyst – Real Estate Utilities (Project Number: 0807605) 
 
 
1400 Douglas Street, MS 1690 
 
 
Omaha, Nebraska 68179 
 
 
 
 
If to Licensee: CITY OF CHANDLER 
215 E Buffalo St 
Chandler, Arizona 85225 
 
Article 12. 
SPECIAL PROVISION – CONSTRUCTION OBSERVATION. 
 
Licensor requires Licensee to provide monitoring of tracks and construction observation 
through Licensor approved observer named below during all construction and installation work. 
Licensee is to directly coordinate services with the named inspector:    
 
Railpros Field Services 
Email:  RP.Utility@railpros.com 
Phone (682)223-5271

Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as 
of the date first herein written. 
UNION PACIFIC RAILROAD COMPANY 
CITY OF CHANDLER 
By: __________________________________ 
By: __________________________________ 
Justin Alexander Soriano 
Mgr II Real Estate 
Name Printed: __________________________ 
Title: _________________________________ 
APPROVED AS TO FORM:
By:
Name Printed:
City Attorney
ATTEST
By:
Name Printed:
City Clerk Seal

95
Lat: 33.335216
Long: -111.83307
0
12
12
117
106
223
223.85
CONDUIT
0
0
10" HDPE SDR-11
DIRECTIONAL BORE
106
19
CHANDLER 
MARICOPA
AZ
0807605
2/4/2026
CITY OF CHANDLER
5207
73
927
72
30
E. Warner Rd. C/L
(ES: 185+70.6)
30
30
30
926
Chandler Ind. Ld.
186+42.6
926.99

Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 
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 continuing right and 
obligation of Licensor to use and maintain its entire property including the right and power of Licensor 
to construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, signal, 
communication, 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 Licensor 
without liability to 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 Railroad Property) and the right of Licensor to renew and extend 
the same, and is made without covenant of title or for quiet enjoyment.  It shall be Licensee's sole 
obligation to obtain such additional permission, license and grants necessary on account of any such 
existing rights. 
 
Section 2. 
ENGINEERING REQUIREMENTS; PERMITS. 
 
A. 
Licensee's Facilities will be designed, constructed, operated, maintained, repaired, 
renewed, modified, reconstructed, removed, or abandoned in place on Railroad Property by Licensee 
or its contractor to Licensor's satisfaction and in strict conformity with: (i) Licensor’s current 
engineering standards and specifications, including those for aerial marker balls, shoring and cribbing 
to protect Licensor's railroad operations and facilities ("UP Specifications"), except for variances 
approved in advance in writing by Licensor’s Assistant Vice President Engineering – Design or its 
authorized representative ("UP Engineering Representative"); (ii) such other additional safety standards 
as Licensor, in its sole discretion, elects to require, including, without limitation, American Railway 
Engineering and Maintenance-of-Way Association ("AREMA") standards and guidelines (collectively, 
"UP Additional Requirements"); and (iii) all applicable laws, rules, and regulations, including any 
applicable Federal Railroad Administration, Federal Energy Regulatory Commission, and Federal 
Aviation Administration regulations and enactments (collectively, "Laws").  If there is any conflict 
between UP Specifications, UP Additional Requirements, and Laws, the most restrictive will apply.   
 
B. 
If Licensee's Facilities will be located underground, Licensee shall keep the soil over 
Licensee's Facilities thoroughly compacted, and maintain the grade over and around Licensee's 
Facilities even with the surface of the adjacent ground. 
 
C. 
Licensee shall not transmit electric current from Licensee's Facilities 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 volts (750V), and Licensee's Facilities will be buried at any location outside of track 
ballast or roadbed on Railroad Property, Licensee shall install metallic conduit, or non-metallic conduit 
encased in a minimum of three inches (3") of concrete with a minimum of four feet (4') of ground cover 
the entire length of Licensee's Facilities. Any of Licensee's Facilities buried by removal of soil shall 
have, at a depth of one foot (1') beneath the surface of the ground directly above Licensee's Facilities, 
with a six inch (6") wide warning tape labeled "Danger-High Voltage" or equivalent wording. Any of 
Licensee's Facilities encased in conduit, jacked, or bored under Railroad Property must be identified 
with 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 68179-1690 fx. (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's 
approval, Licensee shall contact both of Licensor's field representatives ("Licensor's Field 
Representatives") at least ten (10) days before commencement of any work on Licensee's Facilities. 
 
 
B. 
Licensee shall not commence any work until: (1) Licensor has determined whether 
flagging or other special protective or safety measures ("Safety Measures") are required for performance 
of the work pursuant to the "FLAGGING" Section of this Exhibit B and provided Licensee written 
authorization to commence work; and (2) Licensee has complied with the "PROTECTION OF FIBER 
OPTIC CABLE SYSTEMS" Section of this Exhibit B.  
 
C. 
If, at any time, an emergency arises involving Licensee's Facilities, Licensee or its 
contractor shall immediately contact Licensor's Response Management Communications Center at 
(888) 877-7267. 
 
Section 4. 
FLAGGING. 
 
A. 
Following Licensee's notice to Licensor's Field Representatives required under the 
"NOTICE OF COMMENCEMENT OF WORK; EMERGENCIES" Section of this Exhibit B, Licensor 
shall inform Licensee if Safety Measures are required for performance of the work by Licensee or its 
contractor on Railroad Property. If Safety Measures are required, no work of any kind may be performed 
by Licensee or its contractor(s) until arrangements for the Safety Measures have been made and 
scheduled. If no Safety Measures are required, Licensor will give Licensee written authorization to 
commence work.  
 
B. 
If any Safety Measures are performed or provided by Licensor, including but not 
limited to flagging, Licensor shall bill Licensee for such expenses incurred by Licensor, unless Licensor 
and a federal, state, or local governmental entity have agreed that Licensor is to bill such expenses to 
the federal, state, or local governmental entity. Additional information regarding the submission of such 
expenses by Licensor and payment thereof by Licensee can be found in the "LICENSEE’S PAYMENT 
OF EXPENSES" Section of this Exhibit B. If Licensor performs any Safety Measures, Licensee agrees 
that Licensee is not relieved of any of responsibilities or liabilities set forth in this Agreement. 
 
C. 
For flagging, the rate of pay per hour for each flagger will be the prevailing hourly rate 
in effect for an eight-hour day for the class of flagmen used during regularly assigned hours and 
overtime in accordance with Labor Agreements and Schedules in effect at the time the work is 
performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and 
welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental 
pension, Employees Liability and Property Damage, and Administration will be included, computed on 
actual payroll. The composite charge will be the prevailing composite charge in effect at the time the 
work is performed. One and one-half times the current hourly rate is paid for overtime, Saturdays and 
Sundays, and two and one-half times current hourly rate for holidays. Wage rates are subject to change, 
at any time, by law or by agreement between Licensor and its employees, and may be retroactive as a 
result of negotiations or a ruling of an authorized governmental agency. Additional charges on labor are 
also subject to change. If the wage rate or additional charges are changed, Licensee (or the governmental 
entity, as applicable) shall pay on the basis of the new rates and charges. 
 
D. 
Reimbursement to Licensor will be required covering the full eight-hour day during 
which any flagger is 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 time. 
When it becomes necessary for Licensor to bulletin and assign an employee to a flagging position in 
compliance with union collective bargaining agreements, Licensee must provide Licensor a minimum 
of five (5) days notice prior to the cessation of the need for a flagger. If five (5) days notice of cessation 
is not given, Licensee will still be required to pay flagging charges for the days the flagger was 
scheduled, even though flagging is no longer required for that period. An additional ten (10) days notice 
must then be given to Licensor if flagging services are needed again after such five day cessation notice 
has been given to Licensor.   
 
Section 5. 
SAFETY. 
 
 
A. 
Safety of personnel, property, rail operations and the public is of paramount importance 
in the prosecution of any work on Railroad Property performed by Licensee or its contractor, and takes 
precedence over any work on Licensee's Facilities to be performed by Licensee or its contractors. 
Licensee shall be responsible for initiating, maintaining and supervising all safety operations and 
programs in connection with any work on Licensee's Facilities. Licensor and its contractor shall, at a 
minimum comply, with Licensor's then current safety standards located at the below web address 
("Licensor's Safety Standards") to ensure uniformity with the safety standards followed by Licensor's 
own forces.  As a part of Licensee's safety responsibilities, Licensee shall notify Licensor if it 
determines that any of Licensor's Safety Standards are contrary to good safety practices.  Licensee and 
its contractor shall furnish copies of Licensor's Safety Standards to each of its employees before they 
enter Railroad Property found at the link below. 
 
Union Pacific Current Safety Requirements 
 
B. 
Licensee shall keep the job site on Railroad Property free from safety and health 
hazards and ensure that their employees are competent and adequately trained in all safety and health 
aspects of the work. 
 
C. 
Licensee represents and warrants that all parts of Licensee's Facilities within and 
outside of the limits of Railroad Property will not interfere whatsoever with the constant, continuous, 
and uninterrupted use of the tracks, property, and facilities of Licensor, and nothing shall be done or 
suffered to be done by Licensee at any time that would in any manner impair the safety thereof.  
Licensee shall take all suitable precaution to prevent interference (by induction, leakage of electricity, 
or otherwise) with the operation of the signal, communication lines or other installations or facilities of 
Licensor or of its tenants. If, at any time, the operation or maintenance of Licensee's Facilities results 
in any electrostatic effects which 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 Licensor and/or its tenants, Licensee shall, at the sole cost and 
expense of Licensee, 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 Licensee's or its contractor's work on Licensee's Facilities. Licensee accepts this risk and agrees that 
Licensor shall have no liability to Licensee or any other person or entity for any such delays. Licensee 
must coordinate any work on Railroad Property by Licensee or any third party with Licensor's Field 
Representatives in strict compliance with the "NOTICE OF COMMENCEMENT OF WORK; 
EMERGENCIES" 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, including 
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 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. In addition to the notifications required under the 
"NOTICE OF COMMENCEMENT OF WORK; EMERGENCIES" Section of this Exhibit B, Licensee 
shall visit up.com/CBUD to complete and submit the required form to determine if fiber optic cable is 
buried anywhere on Railroad Property to be used by Licensee. If it is, Licensee shall telephone the 
telecommunications company(ies) involved, and arrange for a cable locator, make arrangements for 
relocation or other protection of the fiber optic cable, all at Licensee’s expense, and will not commence 
any work on Railroad Property until all such protection or relocation has 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, renewal, revision, relocation, or removal of 
Licensee's Facilities. 
 
 
B. 
Licensee shall fully pay for all materials joined, affixed to and labor performed on 
Railroad Property in connection with the construction, maintenance, modification, reconstruction, 
repair, renewal, revision, relocation, or removal of Licensee's Facilities, 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 Licensee. Licensee 
shall promptly pay or discharge all taxes, charges, and assessments levied upon, in respect to, or on 
account of Licensee's Facilities, to prevent the same from becoming a charge or lien upon any property 
of 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 Licensee's Facilities or 
any improvement, appliance, or fixture connected therewith placed upon such property, or on account 
of Licensee’s interest therein. Where such tax, charge, or assessment may not be separately made or 
assessed to Licensee but shall be included in the assessment of the property of Licensor, then Licensee 
shall pay to Licensor an equitable proportion of such taxes determined by the value of Licensee’s 
property upon property of Licensor as compared with the entire value of such property. 
 
 
C. 
As set forth 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 operations and trackage during Licensee's or its contractor's construction, maintenance, 
modification, reconstruction, repair, renewal, revision, relocation, or removal of Licensee's Facilities, 
including, but not limited to supervision, inspection, and flagging services.  In the event Licensor 
provides such Safety Measures, Licensor shall submit an itemized invoice to Licensee's notice recipient 
listed in the "NOTICES" Article of this Agreement.  Licensee shall pay to Licensor the total amount 
listed on such invoice within thirty (30) days of Licensee's receipt of such invoice.

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's 
Facilities as Licensor may designate or identify, in its sole discretion, (i) in the furtherance of Railroad's 
Use, or (ii) as is necessary to ensure safe and reliable maintenance and operation of the facilities of 
Licensor and/or its tenants because of interference from Licensee's Facilities. 
 
B. 
Upon any Modification of all or any portion of Licensee's Facilities to another location 
on Railroad Property, Licensor and Licensee shall execute a Supplemental Agreement to this Wireline 
Agreement to document the Modification(s) to Licensee's Facilities on Railroad Property. If the 
Modifications result in Licensee's Facilities moving off of Railroad Property, this Agreement will 
terminate upon Licensee's completion of such Modification(s) and all requirements contained within 
the "TERMINATION; REMOVAL OF LICENSEE’S FACILITIES" Section of this Exhibit B. Any 
such Modification(s) off of Railroad Property will not release Licensee from any liability or other 
obligation of Licensee arising prior to and upon completion of any such Modifications to the Licensee's 
Facilities. 
 
Section 9.   
RESTORATION OF RAILROAD PROPERTY. 
 
In the event Licensee, in any manner moves or disturbs any property of Licensor in connection 
with the construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, 
or removal of Licensee's Facilities, then, Licensee shall, as soon as possible and at Licensee’s sole cost 
and expense, restore Licensor’s property to the same condition as the same were before such property 
was moved or disturbed. 
 
Section 10. 
INDEMNITY. 
 
A. 
Definitions. As used in this Section: 
 
1. 
"Licensor" includes Licensor, its affiliates, its and their officers, directors, 
agents and employees, and other railroad companies using Railroad Property 
at or near the location of Licensee’s installation and their officers, directors, 
agents, and employees. 
 
2. 
"Licensee" includes Licensee and its agents, contractors, subcontractors,  
sub-subcontractors, employees, officers, and directors, or any other person or 
entity 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 and all Loss, even if groundless, fraudulent, or false, that directly or indirectly arises out of or is 
related to Licensee’s construction, maintenance, modification, reconstruction, repair, renewal, revision, 
relocation, removal, presence, use, or operation of Licensee's Facilities, including, but not limited to, 
any actual or alleged:    
 
1. 
Bodily harm or personal injury (including any emotional injury or disease) to,

Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 
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 Railroad 
Property, including loss of use and diminution in value, including, but not 
limited to, any telecommunications system(s) or fiber optic cable(s) on or near 
Railroad Property, any property of Licensee or Licensor, or any property in the 
care, custody, or control of Licensee or Licensor; 
 
3. 
Removal of person(s) from Railroad Property; 
 
4. 
Any delays or interference with track or Railroad’s Use caused by Licensee's 
activity(ies) on Railroad Property, including without limitation the 
construction, maintenance, modification, reconstruction, repair, renewal, 
revision, relocation, or removal of Licensee's Facilities or any part thereof, any 
activities, labor, materials, equipment, or machinery in conjunction therewith;  
 
5. 
Right(s) or interest(s) granted pursuant to this Agreement; 
 
6. 
Electrical interference or other types of interference 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, any violation or breach by Licensee of any 
representations and warranties Licensee has made in this Agreement; and 
 
8. 
Violation by Licensee of any law, statute, ordinance, governmental 
administrative order, rule, or regulation, including without limitation all 
applicable Federal Railroad Administration regulations. 
 
 
C. 
THE FOREGOING OBLIGATIONS SHALL APPLY TO THE FULLEST EXTENT 
PERMITTED BY LAW FOR THE BENEFIT OF LICENSOR TO LOSSES CAUSED BY, ARISING 
FROM, RELATING TO, OR RESULTING FROM, IN WHOLE OR IN PART, THE NEGLIGENCE OF 
LICENSOR, AND SUCH NEGLIGENCE OF LICENSOR SHALL NOT LIMIT, DIMINISH, OR 
PRECLUDE 
LICENSEE’S 
OBLIGATIONS 
TO 
LICENSOR 
IN 
ANY 
RESPECT. 
NOTWITHSTANDING THE FOREGOING, SUCH OBLIGATION TO INDEMNIFY LICENSOR 
SHALL NOT APPLY TO THE EXTENT THE LOSS IS CAUSED BY THE SOLE, ACTIVE AND 
DIRECT NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF LICENSOR AS 
DETERMINED IN A FINAL JUDGMENT BY A COURT OF COMPETENT JURISDICTION. 
 
Section 11. 
TERMINATION; REMOVAL OF LICENSEE'S FACILITIES. 
 
A. 
If Licensee does not use the right herein granted on Licensee's Facilities for one (1) 
year, or if Licensee continues in default in the performance of any provision of this Agreement for a 
period of thirty (30) days after written notice from Licensor to Licensee specifying such default, 
Licensor may, at its sole discretion, terminate this Agreement by written notice to Licensee at the 
address listed in the "NOTICES" Article of this Agreement. This Agreement will not terminate until 
Licensee complies with Paragraphs "C" and "D" of this Section found below.  
 
B. 
In addition to the provisions of Paragraph "A" above, this Agreement may be 
terminated by written notice given by either party, without cause, upon thirty (30) days written notice 
to the 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 
found below.

Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 
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 the 
Removal/Abandonment Work, Licensor and Licensee shall execute a separate consent document that 
will govern Licensee's performance of the Removal/Abandonment Work from those portions of 
Railroad Property not occupied by roadbed and/or trackage ("Consent Document"). Licensee shall then 
restore the impacted Railroad Property to the same or reasonably similar condition as it was prior to 
Licensee's 
installation 
of 
Licensee's 
Facilities.  
For purposes of this Section, Licensee's (i) performance of the Removal/Abandonment Work, and (ii) 
restoration work will hereinafter be collectively referred to as the "Restoration Work".   
 
 
D. 
Following Licensee's completion of the Restoration Work, Licensee 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 accordance with the Consent 
Document. Licensee shall report to governmental authorities, as required by law, and notify Licensor 
immediately if any environmental contamination is discovered during Licensee's performance of the 
Restoration Work. Upon discovery, the Licensee shall initiate any and all removal, remedial and 
restoration actions that are necessary to restore the property to its original, uncontaminated condition.  
Licensee shall provide written certification to Licensor at the address listed in the "NOTICES" Article 
of this Agreement that environmental contamination has been remediated and the property has been 
restored in accordance with Licensor's requirements. Upon Licensor's receipt of Licensee's restoration 
completion certifications, this Agreement will terminate. 
 
E. 
In the event that Licensee fails to complete any of the Restoration Work, Licensor may, 
but is not obligated, to perform the Restoration Work. Any such work actually performed by Licensor 
will be at the cost and expense of Licensee. In the event that Licensor performs any of the Restoration 
Work, Licensee shall release Licensor from any and all Loss (defined in the "INDEMNITY" Section of 
this Exhibit B) arising out of or related to Licensor's performance of the Restoration Work. 
 
F. 
Termination of this Agreement for any reason will not affect any of rights or obligations 
of the parties which may have accrued, or liabilities or Loss (defined in the "INDEMNITY" Section of 
this Exhibit B), accrued or otherwise, which may have arisen prior to such termination.

Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (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 and maintain at its 
sole cost and expense, or (2) require its Contractor(s) to procure and maintain, at their sole cost and 
expense, the following insurance coverage: 
 
A. 
Commercial General Liability Insurance. Commercial general liability (CGL) with  
a limit of not less than $2,000,000 each occurrence and an aggregate limit of not less than $4,000,000.  
CGL insurance must be written on ISO occurrence form CG 00 01 12 04 (or a substitute form providing 
equivalent coverage). 
 
The policy must also contain the following endorsement, WHICH MUST BE STATED ON THE 
CERTIFICATE OF INSURANCE:   
 
• 
"Contractual Liability Railroads" ISO form CG 24 17 10 01 (or a substitute form providing 
equivalent coverage) showing "Union Pacific Railroad Company Property" as the 
Designated Job Site.   
 
B. 
Business Automobile Coverage Insurance.  Business auto coverage written on  
ISO form CA 00 01 10 01 (or a substitute form providing equivalent liability coverage) with a limit of 
not less $2,000,000 for each accident, and coverage must include liability arising out of any auto 
(including owned, hired, and non-owned autos). 
 
The policy must contain the following endorsements, WHICH MUST BE STATED ON THE 
CERTIFICATE OF INSURANCE: 
 
• 
"Coverage For Certain Operations In Connection With Railroads" ISO form CA 20 70 
10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific 
Property" as the Designated Job Site.   
 
C. 
Workers' Compensation and Employers' Liability Insurance.  Coverage must 
include but not be limited to: 
 
• 
Licensee's statutory liability under the workers' compensation laws of the state(s) 
affected by this Agreement. 
 
• 
Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 
disease policy limit $500,000 each employee.   
 
If Licensee is self-insured, evidence of state approval and excess workers' compensation coverage 
must be provided. Coverage must include liability arising out of the U. S. Longshoremen's and Harbor 
Workers' Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable. 
 
D. 
Railroad Protective Liability Insurance. Licensee must maintain for the duration of 
work "Railroad Protective Liability" insurance written on ISO occurrence form CG 00 35 12 04 (or a 
substitute form providing equivalent coverage) on behalf of Licensor only as named insured, 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 fx. (402) 501-0340 
foregoing, Licensee does not need Railroad Protective Liability Insurance after its initial construction 
work is complete and all excess materials have been removed from Licensor's property; PROVIDED, 
however, that Licensee shall procure such coverage for any subsequent maintenance, repair, renewal, 
modification, reconstruction, or removal work on Licensee's Facilities. 
 
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. 
 
E. 
Umbrella or Excess Insurance.  If Licensee utilizes umbrella or excess policies, and 
these policies must "follow form" and afford no less coverage than the primary policy. 
 
Other Requirements 
 
F. 
All policy(ies) required above (except worker's compensation and employers' liability) 
must include Licensor as "Additional Insured" using ISO Additional Insured Endorsements CG 20 26, 
and CA 20 48 (or substitute forms providing equivalent coverage).  The coverage provided to Licensor 
as additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 
26, and CA 20 48 provide coverage for Licensor's negligence whether sole or partial, active or passive, 
and shall not be limited by Licensee's liability under the indemnity provisions of this Agreement.  
 
G. 
Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the 
certificate of insurance), unless (a) insurance coverage may not lawfully be obtained for any punitive 
damages that may arise under this Agreement, or (b) all punitive damages are prohibited by all states in 
which this Agreement will be performed. 
 
H. 
Licensee waives all rights of recovery, and its insurers also waive all rights of 
subrogation of damages against Licensor and its agents, officers, directors and employees for damages 
covered by the workers' compensation and employers' liability or commercial umbrella or excess 
liability obtained by Licensee required in this Agreement, where permitted by law.  This waiver must 
be stated on the certificate of insurance. 
 
I. 
All insurance policies must 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 work is to be performed. 
 
J. 
The fact that insurance is obtained by Licensee or by Licensor on behalf of Licensee 
will 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 from Licensee or 
any third party will not be limited by the amount of the required insurance coverage.