1

AD

DEN

DU

M N

O. 6

Brackish W

ater Desalination Project

PW 694

Issued Novem

ber 20, 2020

1.Addendum

No. 4, Item

s 1.a and 1.b, Section 00400, Bid Forms:

a.D

elete “Attachment M

” from the list of form

s to be submitted four (4) after Bid.

Attachment M

is to be submitted no later than 3 p.m

. the day Bids are due.

2.Section 00200, Instructions to Bidders:a.

Modify the third sentence of Article 39.11 as follow

s:“The Escrow

Bid Docum

ents shall be accompanied w

ith the certification found in Section 00400, Bid Form

, Attachment N

Q, BID

DO

CU

MEN

T CER

TIFICATIO

N,

signed by an individual authorized by ….”

3.Section 00400, Bid Form

s:a.

In the Table of Contents follow

ing “All Bidders Must Subm

it with Bid:”, R

eplace the listing of certifications w

ith the following:

“The Bidder shall complete all parts of, and subm

it with its Bid, the follow

ing attachm

ents:

Attachment A

Bidder’s Bond (if this is the Bidder’s chosen Bid Security).

Attachment B

Non-C

ollusion Declaration.

Attachment C

Designation of Subcontractors.

Attachment D

Iran Contracting Act C

ertification.

Attachment D

-1Anti-Lobbying C

ertification.Attachm

ent ESchedule of M

ajor Equipment and M

aterial Suppliers.Attachm

ent FSW

RC

B Form 4500-3 D

BE Subcontractor Performance Form

.Attachm

ent GSW

RC

B Form 4500-4 D

BE Subcontractor Utilization Form

.Attachm

ent HC

onsolidated Appropriations Act Buy American Iron and Steel

Certification.

Attachment I

Certification of Bidder’s Experience and Q

ualifications. (Excluding Part C

)Attachm

ent JC

ertification of Electrical Subcontractor’s Experience and Q

ualifications (to be submitted no later than 3 p.m

. the day Bids are due).

Attachment K

Certification of O

ff Plant Site Pipeline Subcontractor’s Experience and Q

ualifications. (to be submitted no later than 3

p.m. the day Bids are due).

Attachment L

Certification of M

arine Subcontractor’s Experience and Q

ualifications (to be submitted no later than 3 p.m

. the day Bids are due).

Attachment M

Certification of System

Integrator Experience and Q

ualifications (to be submitted no later than 3 p.m

. the day Bids are due).

2

Com

plete or have each of your subcontractors complete the above D

BE Program

and Buy American Iron and Steel form

s as required by the SWR

CB

CW

SRF Program

and submit w

ith the Bid.

Tae taree coweht m

onetlry Bdsserh m

uht hubmdt tae uoccow

dng A

ttlkamenth w

dtadn uour (4) buhdnehh slyh uoccowdng tae otendng ou tae

Bdsh:

In addition, the following attachm

ent requires submittal w

ithin four (4) business days follow

ing the opening of Bids:

Attlkam

ent Gj2

DB

E Goos Fldta Euuorth Verdudkltdon.

Attachment I

Part C- Financial Inform

ation.Attachm

ent ND

BE Contractor Subcontractor C

ertification.Attachm

ent OD

BE Selected by Prime C

ontractor.Attachm

ent PBuy Am

erican Iron and Steel Designation of Equipm

ent or M

aterial Manufacturers.

Attlkam

ent QB

ds Dokum

ent Certdudkl tdon”

b.R

eplace Article VIII with the follow

ing:

“The Bidder shall complete all parts of, and subm

it with its Bid, the follow

ing attachm

ents:

Attachment A

Bidder’s Bond (if this is the Bidder’s chosen Bid Security).

Attachment B

Non-C

ollusion Declaration.

Attachment C

Designation of Subcontractors.

Attachment D

Iran Contracting Act C

ertification.

Attachment D

-1Anti-Lobbying C

ertification.Attachm

ent ESchedule of M

ajor Equipment and M

aterial Suppliers.Attachm

ent FSW

RC

B Form 4500-3 D

BE Subcontractor Performance Form

.Attachm

ent GSW

RC

B Form 4500-4 D

BE Subcontractor Utilization Form

.Attachm

ent HC

onsolidated Appropriations Act Buy American Iron and Steel

Certification.

Attachment I

Certification

of Bidder’s

Experience and

Qualifications.

(Excluding Part C)

Attachment J

Certification

of Electrical

Subcontractor’s Experience

and Q

ualifications (to be submitted no later than 3 p.m

. the day Bids are due).

Attachment K

Certification

of O

ff Plant

Site Pipeline

Subcontractor’s Experience and Q

ualifications (to be submitted no later than 3

p.m. the day Bids are due).

Attachment L

Certification

of M

arine Subcontractor’s

Experience and

Qualifications (to be subm

itted no later than 3 p.m. the day

Bids are due).Attachm

ent MC

ertification of

System

Integrator Experience

and Q

ualifications (to be submitted no later than 3 p.m

. the day Bids are due).

In addition, the following attachm

ent requires submittal w

ithin four (4) business days follow

ing the opening of Bids:

3

Attlkam

ent Gj2

DB

E Goos Fldta Euuorth Verdudkltdon

Attachment I

Part C- Financial Inform

ation.Attachm

ent OD

BE Selected by Prime C

ontractor.Attachm

ent PBuy Am

erican Iron and Steel Designation of Equipm

ent or M

aterial Manufacturers.

Attlkam

ent QB

ds Dokum

ent Certdudkltdon”

c.Add the attached Attachm

ent Q, Bid D

ocument C

ertification.

4.Section 01140, W

ork Restrictions:

a.M

odify the second sentence of paragraph 1.04.B.6 as follows:

“Maxim

um allow

able outage of 8 7 hours per 48 hour time period.”

5.Section 02581, Precast Electrical H

andholes and Electrical Manholes:

a.M

odify paragraph 2.02.C.3.a as follow

s:

“Handholes: Alum

inum plate hinged floor access door (hatch) as specified

below: in Section 08320 - Floor Access D

oors:”

1.Section 11242, Skid M

ounted Liquid Chem

ical Diaphragm

-Type Metering Pum

ps:a.

Delete paragraph 2.06.A.3:

“Safety Enclosure: Furnish skid with a protective safety enclosure.”

2.Section 11312D

, Vertical Turbine Short Setting Centrifugal Pum

psa.

Add parapgraph 2.01.A.4:“4. G

oulds Pumps.”

b.Add paragraph 2.01.B.5: “5. G

oulds Pumps.”

3.Section 11902, Fish Screen Assem

bly and Cleaning System

a.Add paragraph 2.02-B.6.e:“e. Saylor-Beall.”

4.Section 15114, C

heck Valvesa.

Replace paragraph 1.03.A.1.b w

ith the following:

“b. Class:

1.Provide check valves suitable for w

orking pressures up to 150 pounds per square inch unless otherw

ise specified. 2.

Provide check valves suitable for test pressures up to 250 pounds per square inch in piping system

s with test pressure greater than 150

pounds per square inch and less than 250 pounds per square inch.”

5.Section 15117, Specialty Valvesa.

ADD

the following Article after Sub-Paragraph 2.05.D

.4:

“,.i6 SV932 – SOLEN

OID

VALVES

4

A.M

anufacturers: One of the follow

ing or approved equal:1.

Plastomatic PS Series Pilot O

perated Solenoid Valves.

B.D

esign:1.

Valves: Suitable for service under the following conditions:

a.Fluid: utility w

ater.b.

Temperature of fluid: 40 to 80 degrees Fahrenheit.

c.Piping test pressure: 100 pounds per square inch gauge.

2.U

nless otherwise indicated on the D

rawings, provide valves that:

a.M

inimum

NEM

A Type 4X enclosure.b.

120 VAC operation.

c.Suitable for use as indicated on the D

rawings.

d.Shall be C

lass F coil insulation.3.

Fail-Dry in the case of pow

er outage.4.

Size: ½-inch to 3-inch.

a.½

-inch Cv = 5 m

inimum

.b.

3-inch Cv = 80 m

inimum

.5.

Install strainer upstream of all solenoid valves.

C.

Materials:1.

Body:a.For utility w

ater service: PVC.

2.Seals: PTFE bellow

s barrier type seals.”

6.Section 17101.02, R

O System

Control Strategies

a.R

EPLACE Paragraph 3.04 B. 3. B. 8) a) w

ith the following:

“a) When a facility w

ide emergency shutdow

n is initiated, the sequence will

proceed according to the following steps:

(1)The R

O feed pum

ps stall shut down w

ithout a ramp dow

n of the VFD

s.(2)

Once the R

O feed pum

ps are shut down, the control system

shall com

mand the R

O train concentrate flow

control valves to 100-percent closed.

(3)The R

O train concentrate bypass valve w

ill open.(4)

Once the R

O feed pum

ps are shut down and the control valves are

proven in the proper state, the RO

feed pump isolation valves w

ill close 100 percent.

(5)All other facility functions w

ill operate normally.

(6)Follow

ing an emergency shutdow

n, the operator will be prom

pted to flush the system

s after the alarm conditions have been addressed.”

7.Section 17101.03, C

hemical C

ontrol Strategiesa.

INSER

T the following at the end of Article 3.04 “Erection, Installation,

Application, Construction”:

“E. Polymer System

:1.

References:

5

a.P&ID

drawings.

b.G

eneral control strategies in Section 17100 – Control Strategies.

c.Specific process control strategies in Section 17101 – Specific C

ontrol Strategies.2.

Abstract:a.

The polymer batching system

prepares dry polymer into a dilute

solution to serve as a flocculant aid. The polymer feed pum

ps deliver the polym

er solution from the polym

er tanks to the flocculators.

b.C

hemical feed rate for the location is m

easured by a chemical

flowm

eter.c.

Two pum

ps operate on an operator-adjustable duty/standby sequence.

3.C

ontrol strategy:a.

Tank Level:1)

Float switches included w

ith the vendor provided dry polymer

feed package measure the liquid depth in both the vendor

provided mixing tank and hold tank.

b.The chem

ical feed pumps adjust the pum

p feed rate based on the required chem

ical feed rate to achieve any of the following

methods of control as selected by the operator:

1)C

losed Loop: Maintain a flow

paced dose setpoint provided by the operator:a)

The control system calculates the required feed rate based

upon the following inform

ation:(1)

Dose setpoint (m

g/L), entered by the operator.(2)

Percent polymer concentration by w

eight, entered by the operator.

(3) Specific gravity of polym

er solution, entered by the operator.

(4) Process flow

rate:a.Flow

rate entering Plant A.2)

Open Loop: M

aintain a fixed metering pum

p rate provided by the operator:a)

The control system varies the pum

p speed linearly based on the operator specified percent of 100-percent rate capacity:

b)Exam

ple:(1)

Operator enters m

aximum

pump capacity: 2 gph.

(2)O

perator enters chemical delivery rate: 1 gph.

(3)R

esulting pump speed: 50 percent.

c)C

hemical feed rate display:

(1)The control system

monitors the actual chem

ical feed flow

through a flowm

eter to the injection location.(2)

The control system perform

s a running average of the flow

meter output to com

pensate for pulsations in flow.

(3)The calculated dosing rate (gph) is displayed on the control system

display for visual comparison w

ith the actual dosing rate (gph) from

the chemical flow

meter.

6

3)Alarm

s:a)

Polymer m

ixing tank level (vendor provided):(1)

High level: generate an alarm

.(2)

Low level: generate an alarm

.b)

Polymer holding tank level (vendor provided):

(1)H

igh level: generate an alarm.

(2)Low

level: generate an alarm.

c)Polym

er feed pump:

(1)If the duty pum

p is called to run and fails to start:(a)G

enerate an alarm.

(b)The standby pump is called to run.

(2)If standby pum

p is called to run and fails:(c)G

enerate an alarm.

d)Polym

er feed rate (FE 61.1101):(1)

High feed rate: generate an alarm

.(2)

Low feed rate: generate an alarm

.”

7.Section 17101, Specific C

ontrol Strategiesa.

Add the attached new Subsection 17101.04 to the end of the section.

8.Section 17505, C

hlorine Residual Analyzers:

a.M

odify the Type of unit shown in the Schedule at the end of the section as

follows:

“[Am

perometric] [C

olorimetric]”

b.Add chlorine residual analyzer AE 25.0905D

to the schedule following Section

17505. AE 25.0905D shall be provided as a spare to be installed as directed in

the field. The unit shall have the same design features and connected to the

same PC

M as AE 25.0904B.

9.APPEN

DIC

ES:

a.Add the attached U

PRR

permit to Appendix A (16 pages).

7

DR

AW

ING

SThe follow

ing drawings are m

odified as indicated below.

1.R

eplace the existing drawings w

ith the attached drawings for: G

010, TM01, TS08,

25C02, 25C

03, 25C05, 25S14, 25S32, 25S33, 25M

18, 25M27, 25M

28, E03-004, E03-010, E03-011, E03-012, E03-014, E04-001, E04-002, E05-003, 25E01-03, 25E05016, 25E05-17, 25E05-20, 25E05-23, 25E05-27, 25E10-02, 25E10-07, 25E15-01, 25E15-02, 00N

03-01, 21N21-06, 25N

61-02.

2.D

rawing G

17:a.

ADD

the following table to the draw

ing:PO

LYMER

SYSTEM D

ESIGN

CR

ITERIA

TYPE: 100% D

RY PO

LYMER

ACTIVATIO

N: BATC

H SYSTEM

DESC

RIPTIO

NU

NITS

VALU

EN

UM

BER O

F SYSTEMS

NO

.1

MAXIM

UM

PRO

DU

CTIO

N (0.5%

, 60 MIN

UTE M

IN. AG

E TIM

E)LBS/D

AY192

DR

Y POLYM

ER BAG

SIZELBS

55STO

RAG

E HO

PPER VO

LUM

EFT3

2.5

3.D

rawing 25C

08:a.

At gridline E-4, change callout “Unistrut Support” to “C

-channel Support - Typ”.

4.D

rawing 25S20:

a.At gridline D

5, ADD

a Key Note pointing tow

ards the concrete pedestal that the sulfuric acid day tank w

ill stand on. ADD

the following text assigned to that Key

Note: “PLAN

DIM

ENSIO

NS O

F CO

NC

RETE PED

ESTAL FOR

THE SU

LFUR

IC

ACID

DAY TAN

K TO BE C

ON

FIRM

ED BY C

ON

TRAC

TOR

BASED O

N

MAN

UFAC

TUR

ER SELEC

TED FO

R TH

E SULFU

RIC

ACID

DAY TAN

K. PED

ESTAL MU

ST BY ADEQ

UATELY SIZED

FOR

DAY TAN

K AND

ITS ASSO

CIATED

RESTR

AINT SYSTEM

. PEDESTAL PLAN

DIM

ENSIO

NS

APPRO

XIMATE AS SH

OW

N.”

b.AD

D the follow

ing General N

ote: “REFER

TO M

ECH

ANIC

AL DR

AWIN

GS FO

R

LOC

ATION

OF TH

E CH

EMIC

AL PUM

P SKIDS (SEVEN

TOTAL).

CO

NSTR

UC

T A 30-INC

H TALL EQ

UIPM

ENT STAN

D FO

R EAC

H C

HEM

ICAL

PUM

P SKID PER

TYPICAL D

ETAIL S302. SIZE OF EQ

UIPM

ENT STAN

D TO

BE C

ON

FIRM

ED BY C

ON

TRAC

TOR

BASED O

N PU

MP SKID

M

ANU

FACTU

RER

SELECTED

. APPRO

XIMATE O

UTLIN

E DIM

ENSIO

NS O

F EQ

UIPM

ENT STAN

D SH

OW

N O

N M

ECH

ANIC

AL DR

AWIN

GS.

ADEQ

UATELY SIZE EQ

UIPM

ENT STAN

DS FO

R AN

Y ANC

HO

RIN

G

REQ

UIR

EMEN

TS OF C

HEM

ICAL PU

MP SKID

S.”

8

5.D

rawing 25M

29:a.

Gridline B9, change “30” BFW

(S5)” callout at pump header to “30” BFW

(S4)”.

6.D

rawing 25N

2592:a.

Add new chlorine residual analyzer AE 25.0905D

as shown on the attached

sketch. This analyzer shall be provided as a spare to be installed by the C

ontractor as directed in the field.

7.D

rawing P01:

a.At grid line E-6, length of concrete cap over brine pipeline shall be from

Station 12+40 to 12+80. Also the length of shallow

brine pipeline shall match the cap

extension to allow for future D

elta Diablo pipe crossing.

8.D

rawing P02:

a.Add key note 3 to plan at Sta 16+50. Add to key notes: “3. W

ork on Plant Road

can be done M-F from

7 AM to 6PM

with one lane open at all tim

es.”

SELECTED

RESPO

NSES TO

REQ

UESTS FO

R IN

FOR

MA

TION

1.R

efer to the attached table for responses to Bidder questions received to date.

September 2020

00400-Q-1

10024A10 pw://Carollo/Documents/Client/CA/Antioch/10024A10/Specifications/00400 Attachm

ent Q (AD6)

ATTA

CH

MEN

T Q

BID

DO

CU

MEN

T CER

TIFICA

TION

(To Be Submitted w

ithin 4 Business Days of the Bid O

pening)

Project Nam

e: Brackish W

ater Desalination Project

Project N

o. P.W.694

The undersigned hereby certifies that the bid documentation contained herein constitutes the com

plete, only and all docum

entary information used in the preparation of the Bid as specified in the Instructions to

Bidders, and that I have personally examined these contents and have found that this bid docum

entation is com

plete. Furthermore, I certify that all Subcontractors w

hose total subcontract amount exceeds five

percent (5%) of the Total Base Bid Price have furnished separate Escrow

Bid Docum

ents and their bid docum

entation is also furnished herein.

By:

Title:

Firm: __________________________________

**END

OF B

ID D

OC

UM

ENT C

ERTIFIC

ATIO

N**

UTILITY

POW

ERPR

ESENT ?

YES

NO

RO

SYSTEMO

N ?

YESSTAR

T 2500KWG

ENER

ATOR

SHED

LOAD

2500 KWSW

ITCH

GEAR

NO

INH

IBIT

START 100 KW

GEN

ERATO

RS

INH

IBIT

SHED

LOAD

100 KWG

ENER

ATOR

S

DELAY

YES

START 100 KW

GEN

ERATO

RS

STOP 100 KW

GEN

ERATO

RS

NO

UTILITY PO

WER

AND

EMER

GEN

CY G

ENER

ATOR

S OPER

ATION

AL LOG

IC

REFER

ENC

E ADD

END

UM

6

REF SPEC

IFICATIO

N 16232

RO

SYSTEMM

ANU

ALSTAR

T ?

PERM

IT RO

SYSTEMM

ANU

ALSTAR

T

25.0905D

25.0905D

25.0905D

25.0905D

25.0905D 25.0905D 25.0905D

25.0905D 25.0905D 25.0905D

5

5. LOCATION OF ANALYZER TO BE DETERMINED.

Novem

ber 18, 2020 Folder: 03234-84 SC

OTT B

UEN

TING

CITY

OF A

NTIO

CH

PUB

LIC W

OR

KS D

EPTC

ITY O

F AN

TIOC

H PU

BLIC

WO

RK

S200 H

STREET

BA

SEMEN

TA

NTIO

CH

CA

94509 R

e: Proposed O

ne (1) 14 Inch Plastic Pipe Conveying The C

omm

odity Of B

rine Encased In A 24

Inch Steel

Pipeline Crossing

of R

ailroad Property

at M

ile Post

52.7 on

the Tracy

Subdivision/Branch at or near Antioch, C

ontra Costa C

ounty, California

Dear Scott:

A

ttached is an original of the agreement covering your use of the R

ailroad Com

pany’s right of w

ay. Please print two copies, execute on your behalf and return A

LL DO

CU

MEN

TS in one mailed

packaged with a check for any paym

ents required, as shown below

to 1400 Douglas Street, O

maha, N

E 68179-1690, A

ttn: Valerie H

arrill.

An original copy of the fully-executed docum

ent will be returned to you, w

hen approved and processed by the R

ailroad Com

pany. Also, please provide a resolution or other authorization for the party

executing the documents, if signature authorization is required by your Entity.

Payment in the am

ount of Three T

housand Dollars ($3,000.00) is due and payable to U

nion Pacific R

ailroad Com

pany upon your execution of the agreement. Please include your paym

ent, w

ith Folder No. 03234-84 noted on that docum

ent. If you require formal billing, you m

ay consider this letter as a form

al bill and that 94-6001323 is this Corporation’s correct Federal

Taxpayer Identification Num

ber.

R

ailroad Protective Liability Insurance (RPLI) m

ay be obtained from any insurance com

pany w

hich offers such coverage. Union Pacific has also w

orked with a national broker, M

arsh USA

, to m

ake available RPLI to you or your contractor. Y

ou can find additional information, prem

ium

quotes, and application forms at (uprr.m

arsh.com).

If w

e have not received the executed documents w

ithin six months from

the date of this letter, this proposed offer of an agreem

ent is withdraw

n and becomes null and void.

If you have any questions, please contact m

e at VA

HA

RR

ILL@up.com

. Sincerely, V

alerie Harrill

Mgr II R

eal Estate Contracts

Union Pacific R

ailroad Real Estate 1400 D

ouglas Street Stop 1690 Om

aha, Nebraska 68179-1690 fx. (402) 501-0340

Pipeline Crossing 080808

Folder N

o. 03234-84 Last M

odified: 06/05/18 Form

Approved, A

VP-Law

PIPE

LIN

E C

RO

SSING

A

GR

EE

ME

NT

Mile Post: 52.7, Tracy Subdivision

Location: Antioch, C

ontra Costa C

ounty, California

T

HIS A

GR

EE

ME

NT

(“Agreem

ent”) is made and entered into as of N

ovember 18, 2020,

(“Effective D

ate”) by

and betw

een U

NIO

N

PAC

IFIC

RA

ILR

OA

D

CO

MPA

NY

, a

Delaw

are corporation, (“Licensor”) and C

ITY

OF A

NT

IOC

H PU

BL

IC W

OR

KS D

EPT

, to be addressed at City

Of A

ntioch Public Works, 200 H

Street Basem

ent Antioch, C

alifornia 94509 (“Licensee”). IT

IS MU

TU

AL

LY

AG

RE

ED

BY

AN

D B

ET

WE

EN

TH

E PA

RT

IES H

ER

ET

O A

S FOL

LOW

S: A

rticle 1. L

ICE

NSO

R G

RA

NT

S RIG

HT

.

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 perform

ed by Licensee, Licensor hereby grants to Licensee the right to construct and thereafter, during the term

hereof, maintain and operate one (1) 14

inch plastic pipe conveying the comm

odity of brine encased in a 24 inch steel pipeline crossing only, including any appurtenances required for the operation of said pipeline (collectively, "Licensee's Facilities") across Licensor’s real property, trackage, or other facilities located in A

ntioch, Contra C

osta C

ounty, State of California ("R

ailroad Property"). The specific specifications and limited purpose for

Licensee's Facilities on, along, across and under Railroad Property are described in and show

n on the Print and Specifications dated N

ovember 13, 2020, attached hereto as E

xhibit A and m

ade a part hereof. B

. Licensee represents and w

arrants that Licensee's Facilities will (i) only be used for one

(1) 14 inch plastic pipe conveying the comm

odity of brine encased in a 24 inch steel pipeline crossing, and (ii) not be used to convey any other substance, any fiber optic cable, or for any other use, w

hether such use is currently technologically possible, or w

hether such use may com

e into existence during the life of this A

greement.

C.

Licensee acknowledges that if it or its contractor provides Licensor w

ith digital imagery

depicting Licensee's Facilities ("Digital Im

agery"), Licensee authorizes Licensor to use the Digital

Imagery in preparing E

xhibit A. Licensee represents and w

arrants that through a license or otherwise, it

has the right to use the Digital Im

agery and to permit Licensor to use the D

igital Imagery in said m

anner. A

rticle 2. L

ICE

NSE

FEE

.

Upon execution of this A

greement, the Licensee shall pay to the Licensor a one-tim

e License Fee of T

hree Thousand D

ollars ($3,000.00).

Article 3.

TE

RM

.

This Agreem

ent shall take effect as of the Effective Date first herein w

ritten and shall continue in full force and effect until term

inated as provided in the "TERMIN

ATIO

N; R

EMO

VA

L OF LIC

ENSEE’S

FAC

ILITIES" Section of Exhibit B

. A

rticle 4. L

ICE

NSE

E'S C

OM

PLIA

NC

E W

ITH

GE

NE

RA

L T

ER

MS .

Licensee represents and w

arrants that all work on Licensee's Facilities perform

ed by Licensee or its contractors w

ill strictly comply w

ith all terms and conditions set forth herein, including the

General Term

s and Conditions, attached hereto as Exhibit B

and made a part hereof.

Article 5.

INSU

RA

NC

E.

A.

During the term

of this Agreem

ent, Licensee shall fully comply or cause its contractor(s) to fully

comply w

ith the insurance requirements described in E

xhibit C, attached hereto and m

ade a part hereof. U

pon request only, Licensee shall send copies of all insurance documentation (e.g., certificates,

endorsements, etc.) to Licensor at the address listed in the "N

OTIC

ES" Section of this Agreem

ent. B

. If Licensee is subject to statute(s) lim

iting its insurance liability and/or limiting its ability to

obtain insurance in compliance w

ith Exhibit C

of this Agreem

ent, those statutes shall apply. A

rticle 6. D

EFIN

ITIO

N O

F LIC

EN

SEE

.

For purposes of this A

greement, all references in this A

greement to Licensee w

ill include Licensee's contractors, subcontractors, officers, agents and em

ployees, and others acting under its or their authority (collectively, a "C

ontractor"). 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 A

greement to its C

ontractor(s) and require its C

ontractor(s) to comply w

ith all terms and conditions of this A

greement, including the indem

nification requirem

ents set forth in the "IND

EMN

ITY" Section of E

xhibit B. Licensee shall require any C

ontractor to release, defend, and indem

nify Licensor to the same extent and under the sam

e terms and conditions as

Licensee is required to release, defend, and indemnify Licensor herein.

Article 7.

AT

TO

RN

EY

S’ FEE

S, EXPE

NSE

S, AN

D C

OST

S .

If litigation or other court action or similar adjudicatory proceeding is undertaken by

Licensee or Licensor to enforce its rights under this Agreem

ent, all fees, costs, and expenses, including, w

ithout 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 w

hose interest the judgment or decision is

rendered. The provisions of this Article shall survive the term

ination of this Agreem

ent. A

rticle 8. W

AIV

ER

OF B

RE

AC

H.

The w

aiver by Licensor of the breach of any condition, covenant or agreement herein

contained to be kept, observed and performed by Licensee shall in no w

ay impair the right of Licensor to

avail itself of any remedy for any subsequent breach thereof.

Article 9.

ASSIG

NM

EN

T.

A.

Licensee shall not assign this Agreem

ent, in whole or in part, or any rights herein granted,

without the w

ritten consent of Licensor, which m

ust be requested in writing by Licensee. A

ny assignment

or attempted transfer of this A

greement or any of the rights herein granted, w

hether voluntary, by operation of law

, or otherwise, w

ithout Licensor's written consent, w

ill be absolutely void and may result

in Licensor's termination of this A

greement pursuant to the "TER

MIN

ATIO

N; R

EMO

VA

L OF

LICEN

SEE'S FAC

ILITIES" Section of Exhibit B

. B

. U

pon Licensor's written consent to any assignm

ent, this Agreem

ent will be binding upon and

inure to the benefit of the parties thereto, successors, heirs, and assigns, executors, and administrators.

Article 10.

SEV

ER

AB

ILIT

Y.

Any provision of this A

greement w

hich is determined by a court of com

petent jurisdiction to be invalid or unenforceable shall be invalid or unenforceable only to the extent of such determ

ination, which shall not

invalidate or otherwise render ineffective any other provision of this A

greement.

Article 11.

NO

TIC

ES .

Except Licensee's com

mencem

ent of work notice(s) required under E

xhibit B, all other notices

required by this Agreem

ent must be in w

riting, and (i) personally served upon the business address listed below

("Notice A

ddress"), (ii) sent overnight via express delivery by a nationally recognized overnight delivery service such as Federal Express C

orporation or United Parcel Service to the N

otice Address, or

(iii) by certified mail, return receipt requested to the N

otice Address. O

vernight express delivery notices w

ill be deemed to be given upon receipt. C

ertified mail notices w

ill be deemed to be given three (3) days

after deposit with the U

nited States Postal Service. If to Licensor:

Union Pacific Railroad C

ompany

Attn: A

nalyst – Real Estate U

tilities (Folder No. 03234-84)

1400 Douglas Street, M

S 1690

O

maha, N

ebraska 68179

If to Licensee:

CITY

OF A

NTIO

CH

PUB

LIC W

OR

KS D

EPT C

ity Of A

ntioch Public Works

200 H Street B

asement

Antioch, C

alifornia, 94509

IN

WIT

NE

SS WH

ER

EO

F, the parties hereto have caused this Agreem

ent to be executed as of the date first herein w

ritten. U

NIO

N PA

CIFIC

RA

ILR

OA

D C

OM

PAN

Y

CIT

Y O

F AN

TIO

CH

PUB

LIC

WO

RK

S DE

PT

By: __________________________________

By: __________________________________

V

alerie Harrill

Mgr II Real Estate C

ontracts

Nam

e Printed: __________________________ Title: _________________________________

X

8

87

136.0

8056

01

25

6

NO

TES:1) ALL D

IMEN

SION

S MEASU

RED

PERPEN

DIC

ULAR

TO TH

E CEN

TERLIN

E OF TR

ACK

2) REFER

TO AR

EMA VO

LUM

E 1. CH

APTER 1. PAR

T 5. SECTIO

N 5.1

OPEN

TREN

CH

AT MIN

IMU

M SIG

NS W

ILL BE PRO

VIDED

AS STATED ABO

VE

PLASTICN

ABR

INE

6060

1714

NO

STEEL PIPEN

A

1360.5

24

YESO

PEN

8056

MAIN

LINE TR

ACK

38.00444444

-121.81972222

ANTIO

CH

CO

NTR

A CO

STAC

A

0323484/2020

CITY O

F ANTIO

CH

PUBLIC

WO

RKS D

EPT

NO

N-FLAM

MABLE LIQ

UID

PIPELINE

Centerline of m

iddle concrete railroad bridge supportcolumn

✔

36721608

50

52

53

50

(L St., D

OT: 751817M

)

5050

NA

NA

NA

Tracy Sub.

MA

INLIN

E

52.701561+64.5

Pipeline Crossing 06/05/18

Form A

pproved, AV

P Law

EX

HIB

IT B

GE

NE

RA

L T

ER

MS A

ND

CO

ND

ITIO

NS

Section 1. L

IMIT

AT

ION

AN

D SU

BO

RD

INA

TIO

N O

F RIG

HT

S GR

AN

TE

D.

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 pow

er of Licensor to construct, m

aintain, repair, renew, use, operate, change, m

odify or relocate railroad tracks, signal, com

munication, fiber optics, or other w

irelines, pipelines and other facilities upon, along or across any or all parts of its property, all or any of w

hich may be freely done at any tim

e or times by Licensor w

ithout liability to Licensee or to any other party for com

pensation 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 sam

e, and is made w

ithout 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. E

NG

INE

ER

ING

RE

QU

IRE

ME

NT

S; PER

MIT

S .

A.

Licensee's Facilities will be designed, constructed, operated, m

aintained, repaired, renew

ed, modified, reconstructed, rem

oved, or abandoned in place on Railroad Property by Licensee or

its contractor to Licensor's satisfaction and in strict conformity w

ith: (i) Licensor’s current engineering standards and specifications, including those for shoring and cribbing to protect Licensor's railroad operations and facilities ("U

P Specifications"), except for variances approved in advance in writing by

Licensor’s A

ssistant V

ice President

Engineering –

Design

or its

authorized representative

("UP Engineering R

epresentative"); (ii) such other additional safety standards as Licensor, in its sole discretion,

elects to

require, including,

without

limitation,

Am

erican R

ailway

Engineering and

Maintenance-of-W

ay Association ("A

REM

A") standards and guidelines (collectively, "U

P Additional

Requirem

ents"); and (iii) all applicable laws, rules, and regulations, including any applicable Federal

Railroad A

dministration and Federal Energy R

egulatory Com

mission regulations and enactm

ents (collectively, "Law

s"). If there is any conflict between U

P Specifications, UP A

dditional Requirem

ents, and Law

s, the most restrictive w

ill apply. B

. Licensee shall keep the soil over Licensee's Facilities thoroughly com

pacted, and m

aintain the grade over and around Licensee's Facilities even with the surface of the adjacent ground.

C.

If needed, Licensee shall secure, at Licensee's sole cost and expense, any and all necessary perm

its required to perform any w

ork on Licensee's Facilities.

Section 3. N

OT

ICE

OF C

OM

ME

NC

EM

EN

T O

F WO

RK

; EM

ER

GE

NC

IES.

A

. Licensee and its contractors are strictly prohibited from

comm

encing any work associated

with Licensee's Facilities w

ithout Licensor's written approval that the w

ork will be in strict com

pliance w

ith the "ENG

INEER

ING

REQ

UIR

EMEN

TS; PERMITS" Section of this Exhibit B

. Upon Licensor's

approval, Licensee

shall contact

both of

Licensor's field

representatives ("Licensor's

Field R

epresentatives") at least ten (10) days before comm

encement of any w

ork on Licensee's Facilities.

B

. Licensee shall not com

mence any w

ork until: (1) Licensor has determined w

hether flagging or other special protective or safety m

easures ("Safety Measures") are required for perform

ance of the w

ork pursuant to the "FLAG

GIN

G" Section of this E

xhibit B and provided Licensee w

ritten authorization to com

mence w

ork; and (2) Licensee has complied w

ith the "PROTECTIO

N O

F FIBER

O

PTIC C

AB

LE SYSTEM

S" Section of this Exhibit B

.

C.

If, at any time, an em

ergency arises involving Licensee's Facilities, Licensee or its contractor shall im

mediately contact Licensor's R

esponse Managem

ent Com

munications C

enter at (888) 877-7267. Section 4.

FLA

GG

ING

.

A.

Following Licensee's notice to Licensor's Field R

epresentatives required under the "N

OTIC

E OF C

OM

MEN

CEM

ENT O

F WO

RK

; EMER

GEN

CIES" Section of this E

xhibit B, Licensor

shall inform Licensee if Safety M

easures are required for performance of the w

ork by Licensee or its contractor on R

ailroad Property. If Safety Measures are required, no w

ork of any kind may be perform

ed by Licensee or its contractor(s) until arrangem

ents for the Safety Measures have been m

ade and scheduled. If no Safety M

easures are required, Licensor will give Licensee w

ritten authorization to com

mence w

ork. B

. If any Safety M

easures are performed or provided by Licensor, including but not lim

ited to flagging, Licensor shall bill Licensee for such expenses incurred by Licensor, unless Licensor and a federal, state, or local governm

ental entity have agreed that Licensor is to bill such expenses to the federal, state, or local governm

ental entity. Additional inform

ation regarding the submission of such

expenses by Licensor and payment thereof by Licensee can be found in the "LIC

ENSEE’S PA

YM

ENT

OF EX

PENSES" Section of this E

xhibit B. If Licensor perform

s any Safety Measures, Licensee agrees

that Licensee is not relieved of any of responsibilities or liabilities set forth in this Agreem

ent. C

. For flagging, the rate of pay per hour for each flagger w

ill be the prevailing hourly rate in effect for an eight-hour day for the class of flagm

en used during regularly assigned hours and overtime in

accordance with Labor A

greements and Schedules in effect at the tim

e the work is perform

ed. In addition to the cost of such labor, a com

posite charge for vacation, holiday, health and welfare, supplem

ental sickness, R

ailroad Retirem

ent and unemploym

ent compensation, supplem

ental pension, Employees

Liability and Property Dam

age, and Adm

inistration will be included, com

puted on actual payroll. The com

posite charge will be the prevailing com

posite charge in effect at the time the w

ork is performed. O

ne and one-half tim

es the current hourly rate is paid for overtime, Saturdays and Sundays, and tw

o and one-half tim

es current hourly rate for holidays. Wage rates are subject to change, at any tim

e, by law or by

agreement betw

een Licensor and its employees, and m

ay be retroactive as a result of negotiations or a ruling of an authorized governm

ental agency. Additional charges on labor are also subject to change. If

the wage rate or additional charges are changed, Licensee (or the governm

ental entity, as applicable) shall pay on the basis of the new

rates and charges.

D.

Reim

bursement to Licensor w

ill be required covering the full eight-hour day during w

hich any flagger is furnished, unless the flagger can be assigned to other railroad work during a portion

of such day, in which event reim

bursement w

ill not be required for the portion of the day during which

the flagger is engaged in other railroad work. R

eimbursem

ent will also be required for any day not

actually worked by the flaggers follow

ing the flaggers' assignment to w

ork 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 w

ork, even though Licensee may not be w

orking during such time.

When it becom

es necessary for Licensor to bulletin and assign an employee to a flagging position in

compliance w

ith union collective bargaining agreements, Licensee m

ust provide Licensor a minim

um 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 w

ill 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 m

ust then be given to Licensor if flagging services are needed again after such five day cessation notice has been given to Licensor. Section 5.

SAFE

TY

.

A.

Safety of personnel, property, rail operations and the public is of paramount im

portance in the prosecution of any w

ork on Railroad Property perform

ed by Licensee or its contractor, and takes precedence over any w

ork on Licensee's Facilities to be performed Licensee or its contractors. Licensee

shall be responsible for initiating, maintaining and supervising all safety operations and program

s in connection w

ith any work on Licensee's Facilities. Licensee and its contractor shall, at a m

inimum

com

ply, with Licensor's then current safety standards located at the below

web address ("Licensor's

Safety Standards") to ensure uniformity w

ith the safety standards followed by Licensor's ow

n 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 em

ployees before they enter Railroad

Property. U

nion Pacific Current Safety R

equirements

B.

Licensee shall keep the job site on Railroad Property free from

safety and health hazards and ensure that their em

ployees are competent and adequately trained in all safety and health aspects of

the work. C

. Licensee represents and w

arrants that all parts of Licensee's Facilities within and outside

of the limits of R

ailroad Property will not interfere w

hatsoever 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 tim

e that would in any m

anner impair the safety thereof.

D.

Licensor's operations and work perform

ed 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 m

ust coordinate any work on R

ailroad Property by Licensee or any third party with Licensor's Field

Representatives

in strict

compliance

with

the "N

OTIC

E O

F C

OM

MEN

CEM

ENT

OF

WO

RK

; EM

ERG

ENC

IES" Section of this Exhibit

E. Licensor shall have the right, if it so elects, to provide any support it deem

s necessary for the safety of Licensor's operations and trackage during Licensee's or its contractor's construction, m

aintenance, repair, renewal, m

odification, 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 "LIC

ENSEE'S PA

YM

ENT O

F EXPEN

SES" Section of this Exhibit B

.

F. Licensee m

ay use unmanned aircraft system

s ("UA

S") 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 U

AS on R

ailroad Property will com

ply with Licensor's

then-current Unm

anned Aerial System

s Policy and all applicable laws, rules and regulations, including

any applicable Federal Aviation A

dministration regulations and enactm

ents pertaining to UA

S.

Section 6. PR

OT

EC

TIO

N O

F FIBER

OPT

IC C

AB

LE

SYSTE

MS.

Fiber optic cable system

s may be buried on R

ailroad Property. Protection of the fiber optic cable system

s is of extreme im

portance 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 "N

OTIC

E O

F CO

MM

ENC

EMEN

T OF W

OR

K; EM

ERG

ENC

IES" Section of this Exhibit B

, Licensee shall telephone Licensor during norm

al business hours (7:00 a.m. to 9:00 p.m

. Central Tim

e, Monday through

Friday, except for holidays) at 1-800-336-9193 (also a 24-hour, 7-day number for em

ergency calls) to determ

ine if fiber optic cable is buried anywhere on R

ailroad Property to be used by Licensee. If it is, Licensee shall telephone the telecom

munications com

pany(ies) involved, and arrange for a cable locator, m

ake arrangements for relocation or other protection of the fiber optic cable, all at Licensee’s expense,

and will not com

mence any w

ork on Railroad Property until all such protection or relocation has been

completed.

Section 7. L

ICE

NSE

E'S PA

YM

EN

T O

F EX

PEN

SES.

A

. Licensee shall bear the entire cost and expense of the design, construction, m

aintenance, m

odification, reconstruction, repair, renewal, revision, relocation, or rem

oval of Licensee's Facilities.

B.

Licensee shall fully pay for all materials joined, affixed to and labor perform

ed on R

ailroad Property in connection with the construction, m

aintenance, modification, reconstruction, repair,

renewal, revision, relocation, or rem

oval of Licensee's Facilities, and shall not permit or suffer any

mechanic’s or m

aterialman’s lien of any kind or nature to be enforced against the property for any w

ork done or m

aterials furnished thereon at the instance or request or on behalf of Licensee. Licensee shall prom

ptly 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 m

aintenance of

Licensee's Facilities

or any

improvem

ent, appliance, or fixture connected therewith placed upon such property, or on account of

Licensee’s interest therein. Where such tax, charge, or assessm

ent may not be separately m

ade or assessed to Licensee but shall be included in the assessm

ent of the property of Licensor, then Licensee shall pay to Licensor an equitable proportion of such taxes determ

ined by the value of Licensee’s property upon property of Licensor as com

pared with the entire value of such property.

C

. A

s set forth in the "FLAG

GIN

G" Section of this E

xhibit B, Licensor shall have the right,

if it so elects, to provide any Safety Measures Licensor deem

s necessary for the safety of Licensor's operations and trackage during Licensee's or its contractor's construction, m

aintenance, modification,

reconstruction, repair, renewal, revision, relocation, or rem

oval of Licensee's Facilities, including, but not lim

ited to supervision, inspection, and flagging services. In the event Licensor provides such Safety M

easures, Licensor shall submit an item

ized invoice to Licensee's notice recipient listed in the "N

OTIC

ES" Article of this A

greement. Licensee shall pay to Licensor the total am

ount listed on such invoice w

ithin thirty (30) days of Licensee's receipt of such invoice.

Section 8. M

OD

IFICA

TIO

NS TO

LIC

EN

SEE

'S FAC

ILIT

IES.

A.

This grant is subject to Licensor's safe and efficient operation of its railroad, and continued use and im

provement of R

ailroad Property (collectively, "Railroad's U

se"). Accordingly,

Licensee shall, at its sole cost and expense, modify, reconstruct, repair, renew

, revise, relocate, or remove

(individually, "Modification", or collectively, "M

odifications") all or any portion of Licensee's Facilities as Licensor m

ay designate or identify, in its sole discretion, in the furtherance of Railroad's Use.

B.

Upon any M

odification of all or any portion of Licensee's Facilities to another location on R

ailroad Property, Licensor and Licensee shall execute a Supplemental A

greement to this Pipeline

Agreem

ent to document the M

odification(s) to Licensee's Facilities on Railroad Property. If the

Modifications result in Licensee's Facilities m

oving off of Railroad Property, this Agreem

ent will

terminate upon Licensee's com

pletion of such Modification(s) and all requirem

ents contained within the

"TERM

INA

TION

; REM

OV

AL O

F LICEN

SEE’S FAC

ILITIES" Section of this Exhibit B

. Any such

Modification(s) off of R

ailroad Property will not release Licensee from

any liability or other obligation of Licensee arising prior to and upon com

pletion of any such Modifications to the Licensee's Facilities.

Section 9. R

EST

OR

AT

ION

OF R

AIL

RO

AD

PRO

PER

TY

.

In the event Licensee, in any manner m

oves or disturbs any property of Licensor in connection w

ith the construction, maintenance, m

odification, 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 sam

e were before such property w

as m

oved or disturbed. Section 10.

IND

EM

NIT

Y.

A

. D

efinitions . As used in this Section:

1.

"Licensor" includes Licensor, its affiliates, its and their officers, directors, agents and em

ployees, and other railroad companies using R

ailroad Property at or near the location of Licensee’s installation and their officers, directors, agents, and em

ployees. 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, dam

ages (including punitive damages,

statutory dam

ages, and

exemplary

damages),

costs, charges,

assessments,

judgments, settlem

ents, 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 harm

less 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, m

aintenance, modification, reconstruction, repair, renew

al, revision, relocation, rem

oval, presence, use, or operation of Licensee's Facilities, including, but not limited to, any

actual or alleged:

1. B

odily harm or personal injury (including any em

otional injury or disease) to, or the death of, any person(s), including, but not lim

ited to, Licensee, Licensor, any telecom

munications

company,

or the

agents, contractors,

subcontractors, sub-subcontractors, or em

ployees of the foregoing; 2.

Dam

age to or the disturbance, loss, movem

ent, or destruction of Railroad Property,

including loss of use and diminution in value, including, but not lim

ited to, any telecom

munications

system(s)

or fiber optic cable(s) on

or near R

ailroad Property, any property of Licensee or Licensor, or any property in the care, custody, or control of Licensee or Licensor;

3. R

emoval of person(s) from

Railroad Property;

4. A

ny delays or interference with track or R

ailroad’s Use caused by Licensee's

activity(ies) on Railroad Property, including w

ithout limitation the construction,

maintenance, m

odification, reconstruction, repair, renewal, revision, relocation,

or removal of Licensee's Facilities or any part thereof, any activities, labor,

materials, equipm

ent, or machinery in conjunction therew

ith ; 5.

Right(s) or interest(s) granted pursuant to this A

greement;

6. C

ontents escaping from Licensee's Facilities, including w

ithout limitation any actual

or alleged pollution, contamination, breach, or environm

ental Loss; 7.

Licensee’s breach of this Agreem

ent or failure to comply w

ith its provisions, including, but not lim

ited to, any violation or breach by Licensee of any representations and w

arranties Licensee has made in this A

greement; and

8. V

iolation by Licensee of any law, statute, ordinance, governm

ental administrative

order, rule, or regulation, including without lim

itation all applicable Federal R

ailroad Adm

inistration regulations.

C.

THE FO

REGO

ING

OBLIG

ATIO

NS SH

ALL A

PPLY TO

THE FU

LLEST EXTEN

T PERM

ITTED BY

LAW

FOR TH

E BENEFIT O

F LICENSO

R TO LO

SSES CAU

SED BY

, ARISIN

G

FROM

, RELATIN

G TO

, OR RESU

LTING

FROM

, IN W

HO

LE OR IN

PART, TH

E NEG

LIGEN

CE OF

LICENSO

R, A

ND

SU

CH

NEG

LIGEN

CE O

F LIC

ENSO

R SH

ALL

NO

T LIM

IT, D

IMIN

ISH,

OR

PRECLUD

E LICENSEE’S O

BLIGA

TION

S TO LICEN

SOR IN

AN

Y RESPECT. N

OTW

ITHSTA

ND

ING

TH

E FOREG

OIN

G, SU

CH O

BLIGA

TION

TO IN

DEM

NIFY

LICENSO

R SHA

LL NO

T APPLY

TO TH

E EX

TENT TH

E LOSS IS CA

USED

BY TH

E SOLE, A

CTIVE A

ND

DIRECT N

EGLIG

ENCE, G

ROSS

NEG

LIGEN

CE, OR W

ILLFUL M

ISCON

DU

CT OF LICEN

SOR A

S DETERM

INED

IN A

FINA

L JU

DG

MEN

T BY A

COU

RT OF CO

MPETEN

T JURISD

ICTION

. Section 11.

TE

RM

INA

TIO

N; R

EM

OV

AL

OF L

ICE

NSE

E'S FA

CIL

ITIE

S.

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 perform

ance of any provision of this Agreem

ent for a period of thirty (30) days after w

ritten notice from Licensor to Licensee specifying such default, Licensor m

ay, at its sole discretion, term

inate this Agreem

ent by written notice to Licensee at the address listed in the

"NO

TICES" A

rticle of this Agreem

ent. This Agreem

ent will not term

inate until Licensee complies w

ith Paragraphs "C" and "D

" of this Section found below.

B.

In addition to the provisions of Paragraph "A" above, this A

greement m

ay be terminated

by written notice given by either party, w

ithout cause, upon thirty (30) days written notice to the

non-terminating party at the address listed in the "N

OTIC

ES" Article of this A

greement. This A

greement

will not term

inate until Licensee complies w

ith Paragraphs "C" and "D

" of this Section found below.

C. Prior to the effective date of any term

ination described in this Section, Licensee shall submit an

application to Licensor's online Utility Contracts System

at this link for Licensee's removal, or if applicable,

abandonment in place of Licensee's Facilities located on R

ailroad Property ("Rem

oval/Abandonm

ent W

ork"). U

pon the

UP

Engineering R

epresentative's approval

of Licensee's

application for

the R

emoval/A

bandonment

Work,

Licensor and

Licensee shall

execute a separate consent docum

ent that will govern Licensee's perform

ance of the Rem

oval/Abandonm

ent W

ork from

those

portions of

Railroad

Property not

occupied by

roadbed and/or

trackage ("C

onsent Docum

ent"). Licensee shall then restore the impacted R

ailroad Property to the same or

reasonably similar condition as it w

as prior to Licensee's installation of Licensee's Facilities. For purposes of this Section, Licensee's (i) perform

ance of the Rem

oval/Abandonm

ent Work, and (ii) restoration w

ork w

ill hereinafter be collectively referred to as the "Restoration W

ork".

D

. Follow

ing Licensee's completion of the R

estoration Work, Licensee shall provide

a written certification letter to Licensor at the address listed in the "N

OTIC

ES" Article of this A

greement

which certifies that the R

estoration Work has been com

pleted in accordance with the C

onsent Docum

ent. Licensee shall report to governm

ental authorities, as required by law, and notify Licensor im

mediately if

any environmental contam

ination is discovered during Licensee's performance of the R

estoration Work.

Upon discovery, the Licensee shall initiate any and all rem

oval, remedial and restoration actions that are

necessary to restore the property to its original, uncontaminated condition. Licensee shall provide w

ritten certification to Licensor at the address listed in the "N

OTIC

ES" Article of this A

greement that

environmental contam

ination has been remediated and the property has been restored in accordance w

ith Licensor's requirem

ents. Upon Licensor's receipt of Licensee's restoration com

pletion certifications, this A

greement w

ill terminate.

E. In the event that Licensee fails to com

plete any of the Restoration W

ork, Licensor may,

but is not obligated, to perform the R

estoration Work. A

ny such work actually perform

ed by Licensor will

be at the cost and expense of Licensee. In the event that Licensor performs any of the R

estoration Work,

Licensee shall release Licensor from any and all Loss (defined in the "IN

DEM

NITY

" Section of this E

xhibit B) arising out of or related to Licensor's perform

ance of the Restoration W

ork. F.

Termination of this A

greement for any reason w

ill not affect any of rights or obligations of the parties w

hich may have accrued, or liabilities or Loss (defined in the "IN

DEM

NITY

" Section of this E

xhibit B), accrued or otherw

ise, which m

ay have arisen prior to such termination.

E

XH

IBIT

C

IN

SUR

AN

CE

RE

QU

IRE

ME

NT

S

In accordance w

ith Article 5 of this A

greement, Licensee shall (1) procure and m

aintain at its sole cost and expense, or (2) require its C

ontractor(s) to procure and maintain, at their sole cost and expense,

the following insurance coverage:

A

. C

omm

ercial General Liability Insurance . C

omm

ercial general liability (CG

L) with

a limit of not less than $2,000,000 each occurrence and an aggregate lim

it of not less than $4,000,000. C

GL insurance m

ust be written on ISO

occurrence form C

G 00 01 12 04 (or a substitute form

providing equivalent coverage).

The policy m

ust also contain the following endorsem

ent, WH

ICH

MU

ST BE STA

TED O

N TH

E C

ERTIFIC

ATE O

F INSU

RA

NC

E:

C

ontractual Liability Railroads ISO

form C

G 24 17 10 01 (or a substitute form

providing equivalent coverage) show

ing "Union Pacific R

ailroad Com

pany Property" as the Designated Job

Site.

B.

Business

Autom

obile C

overage Insurance .

Business

auto coverage

written

on ISO

form C

A 00 01 10 01 (or a substitute form

providing equivalent liability coverage) with a lim

it of not less $2,000,000 for each accident, and coverage m

ust include liability arising out of any auto (including ow

ned, hired, and non-owned autos).

The policy m

ust contain the following endorsem

ents, WH

ICH

MU

ST BE STA

TED O

N TH

E C

ERTIFIC

ATE O

F INSU

RA

NC

E:

"C

overage For Certain O

perations In Connection W

ith Railroads" ISO

form C

A 20 70 10 01 (or a

substitute form providing equivalent coverage) show

ing "Union Pacific R

ailroad Com

pany Property" as the D

esignated Job Site.

C

. W

orkers' Com

pensation and Em

ployers' Liability Insurance . C

overage must include

but not be limited to:

Licensee’s statutory liability under the w

orkers' compensation law

s of the state(s) affected by this A

greement.

Em

ployers' Liability (Part B) w

ith limits of at least $500,000 each accident, $500,000 disease

policy limit $500,000 each em

ployee.

If Licensee is self-insured, evidence of state approval and excess w

orkers' compensation coverage

must be provided. C

overage must include liability arising out of the U

. S. Longshoremen's and H

arbor W

orkers' Act, the Jones A

ct, and the Outer C

ontinental Shelf Land Act, if applicable.

D

. E

nvironmental Liability Insurance . Environm

ental Legal Liability Insurance (ELL) applicable to bodily injury, property dam

age, including loss of use of damaged property or of property

that has not been physically injured or destroyed, cleanup costs, and defense, including costs and expenses incurred in the investigation, defense, or settlem

ent of claims, or com

pliance with statute, all in

connection with any loss arising from

the insured’s performance under this A

greement. Except w

ith respect to the lim

its of insurance, and any rights or duties specifically assigned to the first named insured,

this insurance must apply as if each nam

ed insured were the only nam

ed insured; and separately to the additional insured against w

hich claim is m

ade or suit is brought. Coverage shall be m

aintained in an am

ount of at least $2,000,000 per loss, with an annual aggregate of at least $4,000,000.

Licensee w

arrants that any retroactive date applicable to ELL insurance coverage under the policy is the sam

e as or precedes the Effective Date of this A

greement, and that continuous coverage w

ill be m

aintained for a period of five (5) years beginning from the tim

e the work under this A

greement is

completed or if coverage is cancelled for any reason the policies extended discovery period, if any, w

ill be exercised for the m

aximum

time allow

ed.

E.

Railroad Protective L

iability Insurance . Licensee must m

aintain for the duration of w

ork "Railroad Protective Liability" insurance w

ritten on ISO occurrence form

CG

00 35 12 04 (or a substitute form

providing equivalent coverage) on behalf of Licensor only as named insured, w

ith a limit

of not less than $2,000,000 per occurrence and an aggregate of $6,000,000. The definition of "JOB

LO

CA

TION

" and "WO

RK" on the declaration page of the policy shall refer to this A

greement and shall

describe all WO

RK or O

PERA

TION

S performed under this A

greement. N

otwithstanding the foregoing,

Licensee does not need Railroad Protective Liability Insurance after its initial construction w

ork is com

plete and all excess materials have been rem

oved from Licensor's property; PR

OV

IDED

, however,

that Licensee shall procure such coverage for any subsequent maintenance, repair, renew

al, modification,

reconstruction, or removal w

ork on Licensee's Facilities.

F.

Um

brella or Excess Insurance. If Licensee utilizes um

brella or excess policies, and these policies m

ust "follow form

" and afford no less coverage than the primary policy.

Other R

equirements

G

. A

ll policy(ies) required above (except business automobile, w

orkers' compensation and

employers' liability) m

ust include Licensor as "Additional Insured" using ISO

Additional Insured

Endorsement C

G 20 26 (or substitute form

(s) providing equivalent coverage). The coverage provided to Licensor as additional insured shall not be lim

ited by Licensee’s liability under the indemnity provisions

of this Agreem

ent. BO

TH LIC

ENSO

R A

ND

LICEN

SEE EXPECT TH

AT LIC

ENSO

R W

ILL BE

PRO

VID

ED W

ITH TH

E BR

OA

DEST PO

SSIBLE C

OV

ERA

GE A

VA

ILAB

LE BY

OPER

ATIO

N O

F LA

W U

ND

ER ISO

AD

DITIO

NA

L INSU

RED

FOR

M C

G 20 26.

H

. Punitive dam

ages exclusion, if any, must be deleted (and the deletion indicated on the

certificate of insurance), unless (a) insurance coverage may not law

fully be obtained for any punitive dam

ages that may arise under this A

greement, or (b) all punitive dam

ages are prohibited by all states in w

hich this Agreem

ent will be perform

ed.

I.

Licensee waives all rights of recovery, and its insurers also w

aive all rights of subrogation of dam

ages against Licensor and its agents, officers, directors and employees for dam

ages covered by the w

orkers' compensation and em

ployers' liability or comm

ercial umbrella or excess liability

obtained by Licensee required in this Agreem

ent, where perm

itted by law. This w

aiver must be stated on

the certificate of insurance.

J.

All insurance policies m

ust be written by a reputable insurance com

pany acceptable to Licensor or w

ith a current Best's Insurance G

uide Rating of A

- and Class V

II or better, and authorized to do business in the state(s) in w

hich the work is to be perform

ed.

K

. The fact that insurance is obtained by Licensee w

ill not be deemed to release or dim

inish the liability of Licensee, including, w

ithout limitation, liability under the indem

nity provisions of this

Agreem

ent. Dam

ages recoverable by Licensor from Licensee or any third party w

ill not be limited by the

amount of the required insurance coverage.