HomeMy WebLinkAboutContract 60979CSC No. 60979
Tariff for Retail Delivery Service
Oncor Electric Delivery Company LLC
bNCO2.
6.3 Agreements and Forms
Applicable: Entire Certified Service Area
Effective Date: May 1, 2023
6.3.1 Facilities Extension Agreement
WR Number: 20373912
Transaction ID: 26460
Premise Number: 1783796
District: ABC
Region: Metro West
This Agreement is made between City of Fort Worth
hereinafter called "Customer" and
Oncor Electric Delivery Company LLC, a Delaware limited liability company, hereinafter called "Company" for the extension of Company
Delivery System facilities, as hereinafter described, to the following location Clear Fork Lift Station - 1630 Rogers Rd Fort Worth, TX 7610
The Company has received a request for the extension of: (check all that apply)
® STANDARD DELIVERY SYSTEM FACILITIES TO NON-RESIDENTIAL DEVELOPMENT
Company shall extend standard Delivery System facilities necessary to serve Customers estimated maximum demand
requirement of 635 kW kW ("Contract kW'). The Delivery System facilities installed hereunder will be of the
character commonly described as 277/480V volt, 3 phase, at 60 hertz, with reasonable variation to be allowed.
❑ STANDARD DELIVERY SYSTEM FACILITIES TO RESIDENTIAL DEVELOPMENT
Company shall extend standard Delivery System facilities necessary to serve:
All -electric residential lot(s)/apartment units, or
(Number of lots/units)
Electric and gas residential lot(s)/apartment units.
(Number of lots/units)
The Delivery System facilities installed hereunder will be of the character commonly described as
volt, phase, at 60 hertz, with reasonable variation to be allowed.
❑ Non -STANDARD DELIVERY SYSTEM FACILITIES
Non -Standard KW
Company shall extend/install the following non-standard facilities:
ARTICLE I - PAYMENT BY CUSTOMER
Upon acceptance of this Agreement by Customer, Customer agrees to pay $ 96,675.68 to Company as payment for the Customer's
portion of the cost of the extension of Company facilities, within 30 days of completion of said work, in accordance with Company's
Facilities Extension Policy, such payment to be and remain the property of the Company. Subject to provisions in Article VII.
ARTICLE II - NON -UTILIZATION CLAUSE FOR STANDARD DELIVERY SYSTEM FACILITIES
This article, Article II, applies only to the installation of standard Delivery System facilities.
The amount of Contribution in Aid of Construction ("CIAC") to be paid by Customer under Article I above is calculated based on the
estimated data (i.e., Contract kW or number and type of lots/units) supplied by Customer and specified above. Company will conduct
a review of the actual load or number and type of lots/units at the designated location to determine the accuracy of the estimated data
supplied by Customer. If, within four (4) years after Company completes the extension of Delivery System facilities, the estimated
load as measured by actual maximum kW billing demand at said location has not materialized or the estimated number and type of
dwelling units/lots at said location have not been substantially completed, Company may, at its sole discretion, re -calculate the CIAC
based on actual maximum kW billing demand realized or the number and type of substantially completed dwelling units/lots, or
extend the four (4) year time frame. Company will work with Customer to determine whether recalculating the CIAC is appropriate.
For purposes of this Agreement, a dwelling unit/lot shall be deemed substantially completed upon the installation of a meter. The
installation of a meter in connection with Temporary Delivery Service does not constitute substantial completion.
b. Customer will pay to Company a "non -utilization charge" in an amount equal to the difference between the re -calculated CIAC
amount and the amount paid by Customer under Article 1, above. Company's invoice to Customer for such non -utilization charge is
due and payable within fifteen (15) days after the date of the invoice.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
c. Customer will, prior to or contemporaneous with signing this Agreement, or as soon thereafter as reasonably possible, supply a load
profile or load ramp document in support of the Contract kW set out above.
ARTICLE III - TITLE AND OWNERSHIP
Company at all times shall have title to and complete ownership and control over the Delivery System facilities extended under
this Agreement.
Once any rights -of way or easements have been procured, regardless of the passage of time and the level of activity, the
Company never intends to abandon any rights -of -way or easements unless the Company specifically states, in writing, the
intention to do so, and the Company then takes additional specific affirmative action to effectuate the abandonment.
ARTICLE IV - GENERAL CONDITIONS
Delivery service is not provided under this Agreement. However, Customer understands that, as a result of the installation
provided for in this Agreement, the Delivery of Electric Power and Energy by Company to the specified location will be
provided in accordance with Rate Schedule Secondary Service Greater Than 10kW , which may from time to time be
amended or succeeded.
This Agreement supersedes all previous agreements or representations, either written or oral, between Company and
Customer made with respect to the matters herein contained, and when duly executed constitutes the agreement between the
parties hereto and is not binding upon Company unless and until signed by one of its duly authorized representatives.
ARTICLE V - DISCLOSURE
Customer has disclosed to Company all underground facilities owned by Customer or any other party that is not a public utility
or governmental entity, that are located within real property owned by Customer. In the event that Customer has failed to do
so, or in the event of the existence of such facilities of which Customer has no knowledge, Company, its agents and
contractors, shall have no liability, of any nature whatsoever, to Customer, or Customer's agents or assignees, for any actual
or consequential damages resulting directly or indirectly from damage to such undisclosed or unknown facilities. Number of
meters: 1
ARTICLE VI - PROHIBITION ON AGREEMENTS WITH CERTAIN FOREIGN -OWNED COMPANIES IN CONNECTION WITH
CRITICAL INFRASTRUCTURE
Customer represents and warrants that it does not meet any of the ownership, control, or headquarters criteria listed in Lone
Star Infrastructure Protection Act, Chapter 117 of the Texas Business & Commerce Code (relating to China, Iran, North
Korea, Russia, and any other country designated by the Texas governor as a threat to critical infrastructure).
ARTICLE VII -- OTHER SPECIAL CONDITIONS
SB2116: Company and Customer agree that neither Article VI of this Agreement, nor the statutory provisions cited therein, apply to this
Agreement, and by signing this Agreement Customer is making no representations or warranties under Article VI.
Harmonics: Customer shall implement, to the extent reasonably practicable, the practice outlined in IEEE 519-2014, Recommended
Practice and Requirements for Harmonic Control in Electric Power Systems, or any successor IEEE standard. If Oncor determines that a
customer has created excessive harmonics that causes or are reasonably likely to cause another customer to receive unsafe, unreliable or
inadequate electric service, Oncor will follow the process outlined in PUCT Substantive Rule 25.51, Power Quality, to remedy the effects of
the harmonics issue.
Limited Transfer Rights: This Agreement has limited transfer rights. Any new owner, tenant, lessee of Customer, or new customer ("New
Owner") served from facilities covered in this Agreement, must secure a separate agreement with [Oncor] within 120 days of the date of
ownership change. If New Owner does not secure a new agreement within those 120 days then this agreement shall be null and void. It is
important for the Company and any New Owner to reach agreement on the capacity needed and that can be made available at that time.
Any substation, feeder, or transformer capacity held in reserve for Customer by this Agreement, in excess of Customer's usage at the time
of ownership change, is non -transferable to a New Owner. Should Customer permanently discontinue service, this agreement shall
terminate and any substation, feeder, or transformer capacity held in reserve for this service shall be forfeited by the customers. Any
discontinuation of service will require a new agreement to be executed by both parties.
Cancellation: Customer acknowledges and agrees that in the event that (i) Customer elects not to have the Delivery System facilities
installed, or (ii) the Delivery System facilities are not installed for any reason through no fault of Company, Customer agrees to reimburse
Company for all costs and expenses incurred by Company in connection with this Agreement, including but not limited to costs for the
equipment necessary to construct the Delivery System facilities. Such payment shall be made within 30 days of delivery by Company of
documentation evidencing the amount of reimbursement due the Company.
Application for Electric Service: Customer agrees, upon Company construction completion, within 90 days to accept service by applying
with a Retail Electric Provider and initiating a MOVE IN for a meter set. If meter set is not established then Customer will forfeit this
agreement and will be required to resubmit their request. All capacity associated with agreement shall be available for other requests.
Easements: All easements shall be granted & conveyed to Company Prior to any of Company's facilities, equipment, or infrastructure being
placed on Customer's private property. Customer must grant to or secure for Company, at Retail Customer's expense, any rights of -way or
easements on property owned or controlled by Retail Customer necessary for Company to install Delivery System facilities for the sole
purpose of delivering Electric Power and Energy to Retail Customer. Additionally, Customer acknowledges that delivery service to the Clear
Fork Lift Station by the delivery system facilities described herein is subject to the terms and conditions set forth in the Longitudinal VVireline
Agreement between Union Pacific Railroad Company and Company, attached hereto (the "Wireline Agreement"). Customer agrees that all
costs associated with any future Modifications, as defined in the VVireline Agreement, of Company's electric distribution facilities serving
Clear Fork Lift Station that may be required pursuant to the terms of the VVireline Agreement will be the responsibility of the Customer.
ACCEPTED BY COMPANY:
Oncor Electric Delivery Company LLC
(-JDocuSigned by:
oePoe-
Oncor Rep re"fixes tore
Joe Rice
ACCEPTED BY CUSTOMER:
City of Fort worth
Customer / rrf,.Vi�'amwgy:
Customer R6reaentatiw64mature
Chris Harder
Oncor Representative Printed Name Customer Representative Printed Name
New Construction Management supervisor water Director
Oncor Representative - Title
02/07/2024 1 8:39:12 AM CST
Customer Representative - Title
02/06/2024 1 12:49:51 PM CST
Date Date
EXECUTED and EFFECTIVE as of the date last written by a signatory,
below.
APPROVED:
City of Fort Worth
Fernando Costa
Assistant City Manager
DATE: Feb 20, 2024
APPROVAL RECOMMENDED:
gv C
Chris Harder, P.E.
Director, Water Department
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the
monitoring and administration of this contract, ensuring all
performance and reporting requirement
r"e '<('L
Chris Harder
Water Director
APPROVED AS TO FORM AND LEGALITY:
4)�
Douglas Black (Feb 20, 202417:40 CST)
Douglas W. Black
Assistant City Attorney
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Jannette Goodall
City Secretary
Page 1 of 1
M&C: N/A
Date: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
January 12, 2024
Project: 0792471
ONCOR ELECTRIC DELIVERY COMPANY LLC
Re: Proposed Construction of an Underground 25 kV Power Wireline Encroachment Encased In
Two 4 Inch HDPE Conduits Wireline Encroachment at Mile Post 248.55 on the Dallas Subdivision at or
near Fort Worth, Tarrant County, Texas
Attached is an original of the agreement covering your use of the Railroad Company's right of
way. Please return the executed agreement via email. For any payment(s), please follow the
accompanying instructions.
An original copy of the fully -executed document will be returned to you, when approved and
processed by the Railroad Company.
• Payment in the amount of Forty Nine Thousand Seven Hundred Sixty Dollars ($49,760.00) is
due and payable to Union Pacific Railroad Company upon your execution of the agreement.
Please include your payment, with Project No. 0792471 noted on that document. If you
require formal billing, you may consider this letter as a formal bill and that 946001323 is this
Corporation's correct Federal Taxpayer Identification Number.
• Railroad Protective Liability Insurance (RPLI) may be obtained from any insurance company
which offers such coverage. Union Pacific has also worked with a national broker, Marsh USA,
to make available RPLI to you or your contractor. You can find additional information,
premium quotes, and application forms at (uprr.marsh.com).
If you have any questions, please contact me at cobenson@up.com.
Sincerely,
Craig O Benson
Sr Mgr Real Estate - Contracts
Wireline Encroachment 051918
Last Modified: 07/02/2018
Form Approved, AVP-Law
Project No. 0792471
LONGITUDINAL WIRELIKE AGREEMENT
Mile Post 248.55, Dallas Subdivision
Location: Fort Worth, Tarrant County, Texas
THIS AGREEMENT ("Agreement") is made and entered into as of January 12, 2024,
("Effective Date") by and between UNION PACIFIC RAILROAD COMPANY, a Delaware
Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 N. (402) 501-0340
corporation, ("Licensor") and ONCOR ELECTRIC DELIVERY COMPANY LLC, to be addressed
at 1616 Woodall Rodgers Fwy., Suite 4c-036, Dallas, Texas 75202 ("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 25 kV power wireline encroachment within two 4 inch HDPE conduits 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 Fort Worth, Tarrant County, State
of Texas ("Railroad Property"). The specific specifications and limited purpose for Licensee's Facilities
on, along, across and under Railroad Property are described in and shown on the Print and
Specifications dated October 24, 2023, 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 25 kV power wireline encroachment within two 4 inch HDPE conduits, 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.
Article 2. LICENSE FEE.
Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time License Fee
ofForty Nine Thousand Seven Hundred Sixty dollars ($49,760.00).
Article 3. TERM.
This Agreement shall take effect as of the Effective Date first herein written and shall continue
in full force and effect until terminated as provided in the "TERMINATION; REMOVAL OF
LICENSEE'S FACILITIES" 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.
Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 N. (402) 501-0340
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 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
Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fX. (402) 501-0340
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 No. 0792471)
1400 Douglas Street, MS 1690 Omaha,
Nebraska 68179
If to Licensee: ONCOR ELECTRIC DELIVERY COMPANY LLC
1616 Woodall Rodgers Fwy., Suite 4c-036 Dallas,
Texas 75202
Article 12. SPECIAL PROVISION — STAGING AND EXCAVATION.
During construction, maintenance, and operation of Licensee's Facilities, Licensor prohibits
Licensee from any excavation or staging of equipment or materials within Railroad Property.
Article 13. 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.Utilitvl7xailnros.com
Phone(682)223-5271
UNION PACIFIC RAILROAD COMPANY
LIN
Craig O Benson
Sr Mgr Real Estate - Contracts
ONCOR ,ELECTRIC DELIVERY COMPANY
LLC
By:
Name Printed:
Title:
Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340
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Form Approved, AVP-Law
Updated 051918
EXMBIT 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 wielines, pipelines and other facilities upon, along or across any
or all parts of its property, all or any of which may be freely done at any time or times by 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 REOUIREMENTS; 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. A.
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 (P) 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.
Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 N. (402) 501-0340
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
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 Licensors 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 Safetv 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
Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 N. (402) 501-0340
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 Licensofs operations and trackage during Licensee's or its contractor's construction,
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 ofthe 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
complete the required form at up.com/CBUD 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
Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340
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.
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:
"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.
"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.
"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.
Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 &. (402) 501-0340
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:
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 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;
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
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.
Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340
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.
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.
Approved: Insurance Group
Created: 5/19/18
Last Modified: 05/19/18 Form
Approved, AVP-Law
Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 N. (402) 501-0340
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 Liabilitv 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' Liabilitv Insurance. Coverage musr 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 Liabilitv 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 Bests 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.
Signature: Stiv�
Email: allison.tidwell@fortworthtexas.gov
Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340